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 March312016.
|1. FINANCIAL RESULTS : || ||(Rs. in Lakhs) |
|Particulars ||Financial Year Ended 31st March 2016 ||Financial Year Ended 31st March 2015 |
|Total Income ||2021.94 ||2006.16 |
|Expenditures other than Interest Depreciation and Tax ||1802.48 ||1847.63 |
|Earnings Before Interest Depreciation and Tax (EBIDTA) ||219.46 ||158.53 |
|Interest and Finance charges ||171.80 ||111.14 |
|Depreciation ||26.64 ||44.31 |
|Profit before tax ||21.02 ||3.08 |
|Tax Expenses ||4.91 ||-12.74 |
|Profit after Tax ||16.11 ||15.82 |
REVIEW OF OPERATIONS
The total income of the Company during the financial year 2015-16 stands at Rs. 2021.94as against Rs. 2006.16 lakhs in the previous financial year. The Company during thefinancial year 2015-16 earned profit before tax of Rs. 21.02 as against Rs. 3.08 lakhs inthe 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 312016 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.
In order to plough back profits for future requirements of funds of the company yourDirectors have not recommended any dividend 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. 1375.94.
The Company has not accepted any public deposits during Fiscal 2016.
Equity shares of the Company are listed on Bombay Stock Exchange. The Company has paidthe listing fees for the year 2016-17. 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. The Company issued guarantee infavour of Seasons Textiles Ltd to Canara Bank for working capital credit facilitiesextended by Canara Bank to Seasons Textiles Ltd. to the extent of Rs. 69100000/-.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
At the Annual General Meeting of the Company held on 30.9.2014 Mr. Kailash ChandraMehra (DIN : 00128733) and Mr. Bishen Dass Bhagat (DIN : 03604991) were appointed asIndependent Directors w.e.f. 30.9.2014 for five consecutive years and not liable to retireby 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 ofthe Company held on 30.9.2015 Ms Poonam Mehdiratta (DIN : 01964772) was appointed asIndependent Directors for five consecutive years and not liable to retire by rotation.
The Board proposes to appoint Mrs. Manjit Kaur Wadhwa as a Whole time director of theCompany who was appointed as an Additional Director of the Company w.e.f. 12th August2016 whose term expires on the date of this Annual General Meeting. Brief resume of thedirectors proposed to be appointed/reappointed nature of expertise in specific functionalareas and names of companies in which the person hold directorships / membershipshareholding is provided in Corporate Governance Report attached to this report.
Your Directors recommend her appointment.
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.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance and that of its statutory committees viz. AuditCommittee Stakeholder Relationship Committee Nomination and Remuneration Committee andthat of the individual directors. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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 A".
Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 : NIL
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 AUDITORS REPORT
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report for the Financial Year 2015-16. The Secretarial Audit Report isannexed herewith as "Annexure B". There are no qualifications or observations orother remarks of the Secretarial Auditors in the Report issued by them for the financialyear 2015-16 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 C" 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 endeavor of yourCompany is not only to comply with regulatory requirements but also to practice CorporateGovernance principles that lay a strong emphasis on integrity transparency and overallaccountability. A separate Section on Management Discussion & Analysis and CorporateGovernance is included in the Annual Report. A certificate from the Practicing CompanySecretary of your Company regarding compliance with Corporate Governance norms stipulatedin SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015is also annexed tothe report on Corporate Governance.
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".
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 transactions vis-a-vis theCompany.
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: 12.08.2016 ||Managing Director |
ANNEXURE A FORMING PART OF DIRECTORS REPORT.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation of energy:-
Since the company is not undertaking any manufacturing activity this information is notapplicable to your Company. Still it endeavors to save the energy wherever possible at alllevel of operation.
|b. Technology Absorption:- || |
|1. Specific areas in which R&D carried out by the Company: ||Innovative fabrics designs and new products development. |
|2. Benefits derived as a result of the above R&D. ||Increase in acceptability of new designs. |
|3. Future Plan of action. ||Continue to introduce latest fabrics designs and patterns based on domestic and international market feedback. |
|4. Expenditure on R&D || |
|a. Capital ||NIL |
|b. Recurring ||NIL |
|c. Total ||NIL |
|Technology absorption adaptation and innovation: || |
|1. Efforts in brief made towards technology absorption adaptation and innovation. ||NIL |
|2. Benefits derived like product improvement cost reduction product development import substitution ||NIL |
|3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year.) ||N.A. |
c. Foreign Exchange Earnings and Outgo:-
The foreign exchange earning/outgo during the year are as under:
| ||As on 31.03.2016 (Rs in lakhs) ||As on 31.03.2015 (Rs. In lakhs) |
|Foreign Exchange Earnings: ||0.33 ||7.13 |
|Foreign Exchange Outgo: ||396.81 ||603.22 |
ANNEXURE B FORMING PART OF DIRECTORS REPORT.
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:
|S.No. ||Requirements ||Disclosure |
|1. ||The ratio of remuneration of each Director to median remuneration of employees for the financial year ||Mr. Mandeep Singh Wadhwa : 13.83 X Mrs. Manjit Kaur Wadhwa : 11.45 X |
|2. ||The Percentage increase in remuneration of each director CFO CS in the financial year ||There is no increase in case of any director or KMP during the financial year 2015-16. |
|3. ||The Percentage increase in the median remuneration of employees in the financial year ||The median remuneration of the employees in financial year 201516 was increased by 8.82%. |
|4. ||The numbers of permanent employees on the rolls of Company ||46 as on March 312016 |
|5. ||The explanation on the relationship between average increase in remuneration and company performance ||The increase in remuneration is linked to the performance of the Company as a whole the concerned division the employees and other factors like industry trends and economic environment. |
|6. ||Comparison of the remuneration of the key Managerial Person against the performance of the Company ||As per the Company's policy of rewarding the employees including Key Managerial Personnel the increase in remuneration and variable pay is based on an individual performance rating and business unit performance and the bench mark study is also factored. Considering the performance of the KMPs in the year they were appropriately compensated. |
|7. ||Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer. ||The market capitalization as on March 312016 was Rs. 4.36 crore and Rs. 2.14 crore as on March 31 2015. Price Earnings ratio of the Company was 26.82 times as at March 312016 and was 13.81 times as at March 312015. The company came out with the public issue in the year 1994 and thereafter no public offer made. |
|8. ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; ||The average percentile increase in the remuneration of employees compared to increase in remuneration of Key Managerial Personnel is in line with bench mark study and the performance of the Company over a period of time. There is no exceptional increase in the Managerial Remuneration. |
|9. ||Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company ||Remuneration of Key Managerial Personnel is in line with the bench mark study and performance of the Company. |
|10. ||The key parameters for any variable component of remuneration availed by the directors ||N.A. |
|11. ||The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year ||Nil |
|12. ||Affirmation that the remuneration is as per the remuneration policy of the Company ||We confirm. |