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 312020.
1. FINANCIAL RESULTS:
(Rs. in Lakhs)
|S. No. ||Particulars ||Financial Year Ended 31st March 2020 ||Financial Year Ended 31st March 2019 |
|I ||Revenue from Operations ||590.24 ||679.33 |
|II ||Other income ||0.67 ||0.7 |
|III ||Total Revenue Income (I+II) ||590.91 ||679.40 |
|IV ||Total Expenses ||1318.84 ||677.89 |
|V ||Profit/(Loss) before tax (III - IV) ||-727.93 ||1.51 |
|VI ||Total Tax expense ||0.24 ||0.26 |
|VI ||Profit/(Loss) for the year ||-728.17 ||1.25 |
|VII ||Other comprehensive income ||0.00 ||0.00 |
|VIII ||Total comprehensive Income for the year ||-728.17 ||1.25 |
|IX ||Earnings per share ||-9.85 ||0.02 |
REVIEW OF OPERATIONS: COVID-19 is the most tumultuous most catastrophic and the mostdefining epoch of our lifetime. With no precedence it has rattled lives and economiesacross the world and India has not been spared either. It has further offset the greenshoots of recovery of the Indian economy that were visible towards the end of 2019 andearly 2020. The year that started with weak demand owing to slow-down in real estateindustrial and infrastructure segments along with liquidity squeeze ended with the globaleconomy coming to an indeterminate standstill following the outbreak of COVID-19.Furthermore the Government's decision to put the country into full lockdown during thelatter phase of the fourth quarter had a major impact on the Company. Regardless of thechallenging economic environment your company still managed to do best. The gross revenueof the company during the year stands at Rs. 590.24 Lacs as against Rs. 679.33 Lacs in theprevious year. The Profit/Loss before tax during the year stands at Rs. -727.93 Lacs asagainst profit of Rs. 1.51 Lacs during the previous year. The profit/loss after tax duringthe year is Rs. -728.17 Lacs as against Rs 1.25 Lacs in the previous year.
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.
SHARE CAPITAL: The paid-up equity capital as on March 31 2020 was Rs.739.39 Lakhs.During the year under review the company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
DIVIDEND: There is no profits of the Company hence your director has not recommendedany dividend for the year.
The Company has not accepted any public deposits during Fiscal 2020.
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 AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of four members of which two are IndependentDirectors. The Board also comprise of one-Woman Whole-Time Director and one WomenIndependent Director.
Mr. Mandeep Singh Wadhwa Chairman Managing Director and Mr. Yogesh Kumar SharmaChief Financial Officer are the Key Managerial Persons (KMPs) of the Company as per theprovisions of the Act.
During the Year Ms. Anjali Puri (DIN: 07322622) appointed as Non-executive IndependentDirector on 18/12/2019. Further Ms. Anjali Puri resigned from the Directorship on24/06/2020.
During the Year Mr. Bishan Dass Bhagat on 23.09.2019 and Ms. Poonam Mehdiratta on31.03.2020 has been resigned from the Company.
Further Ms. Kavita Rani was appointed as Independent Director (Non-Executive) by theboard of Directors at its meeting held on 15th September 2020.
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.
Board Evaluation: The board of directors has carried out an annual evaluation of itsown performance board committees and individual directors pursuant to the provisions ofthe Act and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").
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 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 provisions ofall applicable 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 present Auditors of the Company Rakesh Varshney & Associates CharteredAccountants New Delhi were appointed as Statutory Auditors for a period of 5 year(s) atthe 27th Annual General Meeting (AGM) held on 29th September 2017 to hold the office tillthe conclusion of 32nd Annual General Meeting (AGM) to be held in 2022.
In pursuant to Companies Amendment Act 2017 enforced on 7th May 2018 by Ministry ofCorporate Affairs the appointment of statutory auditor is not required to be ratified atevery annual general meeting.
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 2019-20. The Secretarial Audit Report isannexed herewith as "Annexure C".
Response to Secretarial Auditor observations:
Your Director wishes to inform you that the observations made by the secretarialAuditor are self-explanatory need no further clarification except the following:
1. It has been observed by the Secretarial Auditor that The Company has SubmittedShareholding Pattern as on 10th February 2020 for the Quarter Ended 31st December 2020to the Stock Exchanges which is beyond than 21 days from the End of Quarter.
In response to same Directors would like to submit that due to the Financial Stress inthe company the company was unable to make the payment of fees/ charges to its Registrarand to the CDSL in time and they have stopped to provide the related information which wasrequired to compliance of SEBI regulations. Subsequently company has cleared the said dueand was filed the necessary information in compliance of SEBI Regulations.
2. It has been observed by the Secretarial Auditor that During the Year on 08th June2019 Mr. Kamal Kumar Gupta have been Resigned from the post of Company Secretary cumcompliance officer. Further as on 31st March 2020 the Company had not Appoint any fulltime Company Secretary till 31st March 2020 and as per Regulation 6 of SEBI (Listingobligations and Disclosure Requirement) Regulation 2015 the Company had not appointedCompliance officer.
In response to same Directors would like to submit that the company has made continueefforts to appoint the full-time company secretary and compliance officer.
3. It has been observed by the Secretarial Auditor that During the Year As on31.03.2020 the Nomination and Remuneration Committee has not met the Requirements as laiddown in the Companies Act 2013 and SEBI (LODR) Regulations 2015. Further as on31.03.2020 in Stakeholder Relationship Committee have only two director which also doesnot met the requirement as laid down in the Companies Act 2013 and SEBI (LODR)Regulations 2015.
In response to same Directors would like to submit that the company has made continueefforts to reconstitute the said committees by appointing the requisite independentDirectors.
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 are 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 Repor t.
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 provides 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 2015 is 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 formAOC-2 is not required. Further there are no material related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have potential conflict with the interest of the Company at large. AllRelated Party Transactions are placed before the Audit Committee and Board for approval.The transactions entered into pursuant to the approval so granted are audited and astatement giving details of all related party transactions is placed before the AuditCommittee and the 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 || |
|Date: 15.09.2020 || |
| ||(Mandeep Singh Wadhwa) |
| ||Managing Director |