Your Directors have pleasure in presenting their 33rd Annual Report alongwith the Audited Accounts for the financial year ended31st March 2019.
The financial resultsfor the year under review are summarized below for your perusal:
| || ||(Rs. in Lakhs) |
|Particulars ||Financial Year Ended 31st March 2019 ||Financial Year Ended 31st March 2018 |
|I Revenue from Operations ||3752.08 ||3764.25 |
|II Other income ||6.89 ||10.03 |
|III Total Revenue Income (I+II) ||3758.97 ||3774.28 |
|IV Total Expenses ||3708.95 ||3736.82 |
|V Profit/(Loss) before tax (III IV) ||50.02 ||37.46 |
|VI Total Tax expense ||14.56 ||(20.30) |
|VI Profit/(Loss) for the year ||35.46 ||57.76 |
|VII Other comprehensive income ||1.04 ||5.43 |
|VIII Total comprehensive Income for the year ||36.50 ||63.19 |
|IX Earnings per share ||0.47 ||0.77 |
REVIEW OF OPERATIONS: The gross revenue of the company during the year stands atRs. 3758.97 Lacs as against Rs. 3774.28 Lacs in the previous year. The profit before taxduring the year stands at Rs. 50.02 Lacs as against Rs. 37.46 Lacs. The profit after taxduring the year is Rs. 35.46 Lacs as against Rs 57.76 Lacs in the previous year. Totalcomprehensive Income for the year is Rs. 36.50 Lacs as against Rs 63.19 Lacs in theprevious year.
SHARE CAPITAL: The paid up equity capital as on March 31 2019 was Rs.749.03 Lakhs.During the year under review the company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
DIVIDEND: In order to plough back profits for future requirements of the companyyour Directors do not recommend any dividend for the year ended March 31 2019.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: Sincethere was no unpaid/unclaimed dividend the provisions of Section 125 of the CompaniesAct 2013 do not apply.
FIXED DEPOSITS: The Company has not accepted any deposits within the meaning ofsection 73 of the companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
FINANCE: Cash and cash equivalents as at March 31 2019 was Rs. 87.70 lakhs. Thecompany continues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
INSURANCE: All the insurable interests of your Company including inventoriesbuildings plant and machinery are adequately insured. LISTING PARTICULARS: TheEquity Shares of the Company are listed on the Bombay Stock Exchange and Calcutta StockExchange.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: The Company has not given anyloans or made any investments covered under the provisions of section 186 of the CompaniesAct 2013. As on date there is no Corporate Guarantee existed in the books of the Company.
INDUSTRIAL RELATIONS: During the year under review your Company enjoyed cordialrelationship with workers and employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of five members of which threeare IndependentDirectors. The Board also comprise of one Woman Director.
In pursuance of section 203 of the Companies Act 2013 the key managerial personnel ofthe Company are Mr. Inderjeet Singh Wadhwa Chairman Managing Director Mr. Sanjay KatyalChief Financial Officer and Mrs. Kavita Rani Company Secretary.
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs.Neelam Wadhwa (DIN: 00050911) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment. The Board ofDirectors recommends his reappointment and the matter is being placed for the approval ofmembers at the ensuing Annual General Meeting of the Company.
During the year Mr. Manjeet Singh (DIN: 08206912) was appointed to the Board asIndependent Director of the Company w.e.f. 14th November 2018 for the period of fiveyears subject to the approval of the members of the Company. The Company has receiveddeclaration from Mr. Manjeet Singh confirming that he meets with the criteria ofIndependence as prescribed under Section 149(6) of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board ofDirectors recommend his appointment and the matter is being placed for the approval ofmembers at the ensuing Annual General Meeting of the Company.
Dr. Pramod Kumar Hari (DIN : 01205247) and Dr. Bijoya Kumar Behera (DIN : 01139185)Independent Director whose current period of office is expiring on this AGM and who hassubmitted a declaration confirming the criteria of Independence under Section 149 of theCompanies Act 2013 read with the Listing regulations as amended from time to time andwho is eligible for reappointment for a second term under the provisions of the CompaniesAct 2013 Rules made thereunder and the Listing Regulations. The Board of Directorsrecommends his re-appointment for a term of 5 years and the matter is being placed for theapproval of members at the ensuing Annual General Meeting of the Company.
Board Evaluation: The board of directors has carried out an annual evaluation ofits own performance board committees and individual directors pursuant to the provisionsof the Act and the corporate governance requirements as prescribed by Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("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.
Remuneration Policy: The Board has on the recommendation of the Appointment &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. Meetings: During the year four Board Meetingsand four Audit Committee Meetings were convened and held. The details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013. Company's policy on directors'appointment and remuneration including criteria for determining qualificationspositiveattributes independence of a director etc. is provided in Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT: In compliance with the accounting andfinancial reporting requirements under section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 in respect of financial statements your directors state and confirmthat: a. inthe preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; b. the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reason able and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year andof the profitand loss of thecompany for that period; c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the directors had prepared the annual accounts on a going concernbasis; and e. the directors in the case of a listed company had laid down internalfinancial controlsto be followed by the company and that such internal financial controlsare adequate and were operating effectively. f. the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
PARTICULARS OF EMPLOYEES: The Information as per Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part 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: The present Auditors of the Company Rakesh Varshney &Associates Chartered Accountants New Delhi were appointed as Statutory Auditors for aperiod of 5 year(s) at the 31st Annual General Meeting (AGM) held on 29thSeptember 2017 to hold the office till the conclusion of 36 th Annual GeneralMeeting (AGM) to be held in 2022.
In pursuant to Companies Amendment Act2017 enforced on 7th May2018 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 toSchedules is enclosed to this report. The observations made in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
The Auditor's Report does not contain any qualification reservationor adverse remark.
SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed M/s Pramod Kothari & Co. a firmof Company Secretaries inpractice to undertake the Secretarial Audit of the Company.
SECRETARIAL AUDITOR'S REPORT: As required under section 204 (1) of the CompaniesAct 2013 the Company has obtained a Secretarial Audit Report for the Financial Year2018-19. The Secretarial Audit Report is annexed herewith as "Annexure B".There are no qualificationsor observations or other remarks of the Secretarial Auditors inthe Report issued by them for the financialyear 2018-19 which call for any explanationfrom the Board of Directors.
SIGNIFICANT OR MATERIAL ORDERS: and material orders passedThere were no significantby the regulators or courts or tribunals which would impact the going concern status andthe Company's operations in future.
MATERIAL CHANGES: There were no material changes and commitments affecting thefinancial positionof the Company between the end of financial year and the date of theReport.
RELATED PARTY TRANSACTIONS: All related party transactions that were entered intoduring the financial year were on an arm's length basis and were in the ordinary course ofbusiness and that the provisions of Section 188 of the Companies Act 2013 are notattracted. Thus disclosure in form AOC-2 is not required. Further there are no materialrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have potential conflict with the interestof the Company at large. All Related Party Transactions are placed before the AuditCommittee and Board for approval. The transactions entered into pursuant to the approvalso granted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval onquarterly 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.
SUBSIDIARY COMPANIES: The Company does not have any subsidiary.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Internal Audit plays a key role inproviding an assurance to the Board of Directors with respect to the Company havingadequate Internal Control Systems. The Internal Control Systems provide among otherthings reasonable assurance of recording the transactions of its operations in allmaterial respects and of providing protection against significant misuse or loss ofCompany's assets. The details about the adequacy of Internal Financial Controls areprovided in the Management Discussion and Analysis Report.
CODE OF CONDUCT: Your Company has adopted a Code of Conduct for members of theBoard and the Senior Management. The Code aims at ensuring consistent standards of conductand ethical business practices across the Company.
Your Company has received confirmations fromall concerned regarding their adherence tothe said Code.
As per the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 theManaging Director of the Company confirmed compliance with the Codeby all members of theBoard and the Senior Management.
VIGIL MECHANISM / WHISTLE BLOWER POLICY: As per Sec. 177(9) of the Companies Act2013 applicable Rules and the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the company has established a vigil mechanism (whistle blower policy)for their directors and employees to report their genuine concerns. The vigil mechanismprovide for adequate safeguards against victimization of persons who avail of the vigilmechanism and also provide for direct access to the Chairperson of the Audit Committee inaccordance with the Companies Act 2013 applicable rules and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015.
PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct forPrevention of Insider Trading with a view to regulate trading in securities by theDirectors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
RISK MANAGEMENT POLICY: The Company has formulated a Risk Assessment &Management Policy. The details of the Risk Management are covered in the CorporateGovernance Report.
PREVENTION OF SEXUAL HARASSMENT POLICY: The Company has in place a Prevention ofSexual Harassment policy in line with the requirements of the Sexual Harassment of Womenat the Workplace (Prevention Prohibition and Redressel) Act 2013. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.
During the year 2018 - 19 no complaints were received by the Company related to sexualharassment.
EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the AnnualReturn in form MGT-9 is annexed herewith as "Annexure C".
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS: Your Company followsprinciples of effective Corporate Governance. The endeavor of your Company is not only tocomply with regulatory requirements but also to practice Corporate Governance principlesthat lay a strong emphasis on integrity transparency and overall account- ability.
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.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO: Information in accordance with the provisions of section 134(3)(m)of the Companies Act 2013 along with rules regarding the conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed to this report. (Annexure"D")
ACKNOWLEDGEMENT: Your Directors would like to express their sincere appreciationfor the assistance and co-operation received from the Banks Government AuthoritiesCustomers and shareholders during the year. Your directors also wish to take on recordtheir deep sense of appreciation for the committed services of the employees at alllevels which has made your company successful in the business.
CAUTIONARY NOTE: The statements forming part of the Directors' Report may containcertain forward looking remarks within the meaning of applicable securities laws andregulations. Many factors could cause the actual results performances or achievements ofthe Company to be materially different from any future results performances orachievements that may be expressed or implied by such forward looking statements.
| ||By Order of the Board of Directors |
| ||For Seasons Textiles Limited |
|Place: New Delhi ||(Inderjeet Singh Wadhwa) |
|Date: 13.08.2019 ||Chairman and Managing Director |
ANNEXURE D' FORMING PART OF DIRECTORS' REPORT.
Information in accordance with the section 134(3)(m) of the Companies Act 2013 readwith Rules and forming part of the directors report.
|A) Conservation of energy:- || |
|1. Energy conservation measures taken: ||The Company has installed Energy efficient- automatic shuttle less looms (imported). However efforts are being made to conserve and save energy wherever required. |
|2. Additional Investment and proposals if any being implemented for reduction of consumption of energy: Impact of the measures at (1) and (2) Above for reduction of energy consumption and consequent impact on the cost of production of goods: ||N.A. |
| ||Continuously monitoring the energy consumed at processing plant at Barhi enabled the Company to set benchmarks for different machines which resulted in significant benefits in terms of lower cost of energy and other utilities. |
|Total Energy consumption and per unit of Production: ||As per Form A |
|B) Technology Absorption:- ||As per Form B |
|C) Foreign Exchange Earnings and Outgo:- || |
The foreign exchange earning/outgo during the year are as under:
| || ||(Rs./Lacs) |
|Particulars ||Current Year ||Previous Year |
|Foreign Exchange Earnings: ||2326.26 ||2466.40 |
|Foreign Exchange Outgo: ||176.55 ||183.61 |
Form A: Disclosure of particulars with respect to conservation of energy power andfuel consumption:
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|(a) Purchased || || |
|Units ||1192834 ||1497061 |
|Total Amounts (Rs. In Lacs) ||98.00 ||123.01 |
|Rate/units(Rs.) ||8.22 ||8.22 |
|(b) Own Generation || || |
|Through Diesel Generator (units) ||21608 ||31016 |
|Unit ||2 ||2 |
|Unit per ltr of diesel oil Costs/unit (Rs.) ||34.36 ||29 |
Disclosure of Particulars with respect to technology absorption research andDevelopment (R&D):
|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. Continue to introduce latest fabrics designs and patterns based on domestic and international market feedback. |
|3. Future plan of action || |
|4. Expenditure on R&D || |
|a. Capital ||NIL |
|b. Recurring ||NIL |
|c. Total ||NIL |
|d. Total R&D expenditure as a percentage of total sales ||NIL |
|Technology absorption adoption and innovation: || |
|1. Efforts in brief made towards technology absorption adaptation and innovation. ||NIL |
|2. Benefits derived as a result of efforts e.g. product improvement cost reduction product development import substitution etc. ||NIL |
|3. In case of improved technology imported during the last 5 years reckoned from the beginning of the financial year ||NIL |