Your Directors have pleasure in presenting their Report on the business and operationsof the Company along with the audited financial statements for the year ended March 312017.
1. FINANCIAL RESULTS : (Rs. in Lakhs)
|Particulars ||Financial Year Ended 31st March 2017 ||Financial Year Ended 31st March 2016 |
|Total Income ||1308.62 ||2021.94 |
|Expenditures other than Interest Depreciation and Tax ||1235.27 ||1802.48 |
|Earnings Before Interest Depreciation and Tax (EBIDTA) ||73.36 ||219.46 |
|Interest and Finance charges ||143.18 ||171.80 |
|Depreciation ||20.14 ||26.64 |
|Profit before tax ||(89.96) ||21.02 |
|Tax Expenses ||(12.24) ||4.91 |
|Profit after Tax ||(77.72) ||16.11 |
REVIEW OF OPERATIONS
The total income of the Company during the financial year 2016-17 stands at Rs. 1308.62as against Rs. 2021.94 lakhs in the previous financial year. The Company during thefinancial year 2016-17 earned profit before tax of Rs. -89.96 as against Rs. 21.01 lakhsin the previous financial year.
The lower profitability of the Company during the financial year was inter alia dueto the low turnover which is the result of slow demand in the market and high Inventorycarrying costs.
Company is coming up with new plans designs & strategies for greater consumeracceptance 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 reportwhich has any adverse effect on the working of the Company.
The paid up equity capital as on March 31 2017 was Rs.739.39 Lakhs. During the yearunder review the company has not issued shares with differential voting rights nor grantedstock options nor sweat equity.
There is no profits of the Company hence your director have not recommended anydividend for the year.
LONG TERM AND SHORT TERM BORROWINGS
During the year under review your Company has both long term and short termborrowings aggregating to Rs. 850.77.
The Company has not accepted any public deposits during Fiscal 2017.
Equity shares of the Company are listed on Bombay Stock Exchange.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or made any investments covered under theprovisions of section 186 of the Companies Act 2013.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The members at its Meeting held on September 30 2014 had appointed Mr. KailashChandra Mehra (DIN : 00128733) and Mr. Bishen Dass Bhagat (DIN : 03604991) as IndependentDirectors of the Company for a period of five years and not liable to retire by rotation.
The Board of Directors in their meeting held on 6.2.15 appointed Ms Poonam Mehdiratta(DIN : 01964772) as Woman Director (Additional
Director). At the Annual General Meeting of the Company held on 30.9.2015 Ms PoonamMehdiratta (DIN : 01964772) was appointed as Independent Directors for five consecutiveyears and not liable to retire by rotation.
The Board of Directors in their meeting held on 12.08.2016 appointed Mrs. Manjit KaurWadhwa (DIN : 00050971) as Additional Director. At the Annual General Meeting of theCompany held on 30.9.2016 Mrs. Manjit Kaur Wadhwa (DIN : 00050971) was appointed as WholeTime Directors for three consecutive years and liable to retire by rotation.
Mr. Mandeep Singh Wadhwa Chairman Managing Director Mr. Yogesh Kumar Sharma ChiefFinancial Officer and Mr. Kamal Kumar GUpta Company Secretary are the Key ManagerialPersons (KMPs) of the Company as per the provisions of the Act.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as director in terms of Section 164 of the Companies Act 2013.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance with the accounting and financial reporting requirements under section134 (3) (c) and 134 (5) of the Companies Act 2013 in respect of financial statementsyour directors state and confirm that: a) in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; c) the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) the directors had preparedthe annual accounts on a going concern basis; and e) the directors in the case of alisted company had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively. f)the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director etc. isprovided in Corporate Governance Report.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureA".
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 formspart of this Report as "Annexure B".
Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 : NIL
The term of our Auditor M/s Anuj Garg & Co. Chartered Accountant New Delh isexpiring in this AGM hence Audit Committee has recommended the Board to appoint RakeshVarshney & Associates Chartered Accountants New Delhi as statutory Auditors of theCompany.
The Company has already received a certificate from M/s Rakesh Varshney &Associates Chartered Accountant stating that their appointment if made will be withinthe limits specified in section 224(1B) of Companies Act 1956.
The Board recommends appointing of Rakesh Varshney & Associates CharteredAccountants New Delhi as the Statutory Auditors of the Company in place of M/s Anuj Garg& Co. Chartered Accountants to hold office of the Auditors from the conclusion ofthis Annual General Meeting till the conclusion of the 32nd Annual GeneralMeeting of the Company to be held in 2022 to examine and audit the accounts of the Companyat such remuneration as may be mutually agreed between the Board of Directors of theCompany and the Auditors subject to the ratification by the members in every AnnualGeneral Meeting of the Company.
STATUTORY AUDITORS REPORT
The report of the Statutory Auditors along with notes to Schedules is enclosed to thisreport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments.
The Auditor's Report does not contain any qualification reservation or adverse remark.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Pramod Kothari & Co. a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company.
SECRETARIAL AUDITOR'S REPORT
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report for the Financial Year 2016-17. The Secretarial Audit Report isannexed herewith as "Annexure C". There are no qualifications orobservations or other remarks of the Secretarial Auditors in the Report issued by them forthe financial year 2016-17 which call for any explanation from the Board of Directors.
The extracts of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished inform MGT 9 in "Annexure D" of this Report.
SIGNIFICANT OR MATERIAL ORDERS
There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status and the Company's operations infuture.
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and the date of the Report.
NOMINATION AND REMUNERATION POLICY
The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is given in the Corporate GovernanceReport and also posted on the website of the Company www.seasonsfurnishings.com
The Company does not have any subsidiary.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Control Systems. The Internal ControlSystems provide among other things reasonable assurance of recording the transactions ofits operations in all material respects and of providing protection against significantmisuse or loss of Company's assets. The details about the adequacy of Internal FinancialControls are provided in the Management Discussion and Analysis Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Sec. 177(9) of the Companies Act 2013 applicable Rules and the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 the company has established avigil mechanism (whistle blower policy) for their directors and employees to report theirgenuine concerns. The vigil mechanism provide for adequate safeguards againstvictimisation of persons who avail of the vigil mechanism and also provide for directaccess to the Chairperson of the Audit Committee in accordance with the Companies Act2013 applicable rules and SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
Your Company follows principles of effective Corporate Governance. The endeavour ofyour Company is not only to comply with regulatory requirements but also to practiceCorporate Governance principles that lay a strong emphasis on integrity transparency andoverall accountability.
A separate Section on Management Discussion & Analysis and Corporate Governance isincluded in the Annual Report. A certificate from the Practicing Company Secretary of yourCompany regarding compliance with Corporate Governance norms stipulated in SEBI (ListingObligation and Disclosure Requirement) Regulation 2015is also annexed to the report onCorporate Governance.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and that the provisionsof Section 188 of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2is not required. Further there are no material related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have potential conflict with the interest of the Company at large. All RelatedParty Transactions are placed before the Audit Committee and Board for approval. Thetransactions entered into pursuant to the approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationship on transactionsvis-a-vis the Company.
Your Directors would like to express their sincere appreciation for the assistance andcontinued co-operation received from the Banks Government Authorities Customers andShareholders. Your Directors also wish to take on record their deep sense of appreciationfor the committed & untiring services of the employees at all levels which hascontributed to the smooth running of company's business & operations.
| ||By Order of the Board of Directors |
| ||For Seasons Furnishings Limited |
|Place: New Delhi ||(Mandeep Singh Wadhwa) |
|Date: 14.08.2017 ||Managing Director |