Your Directors have pleasure in presenting their 34TH Annual Report alongwith the Audited Accounts for the financial year ended 31st March 2020.
The financial results for the year under review are summarized below for your perusal:
(Rs. in Lakhs)
| ||Particulars ||Financial Year Ended 31st March 2020 ||Financial Year Ended 31st March 2019 |
|I ||Revenue from Operations ||3358.59 ||3752.08 |
|II ||Other income ||5.31 ||6.89 |
|III ||Total Revenue Income (I+II) ||3363.90 ||3758.97 |
|IV ||Total Expenses ||3413.11 ||3708.95 |
|V ||Profit/(Loss) before tax (III IV) ||(49.21) ||50.02 |
|VI ||Total Tax expense ||28.63 ||14.56 |
|VI ||Profit/(Loss) for the year ||(20.58) ||35.46 |
|VII ||Other comprehensive income ||8.75 ||1.04 |
|VIII ||Total comprehensive Income for the year ||(11.83) ||36.50 |
|IX ||Earnings per share ||(0.27) ||0.47 |
REVIEW OF OPERATIONS:
COVID-19 is the most tumultuous most catastrophic and the most defining epoch of ourlifetime. With no precedence it has rattled lives and economies across the world andIndia has not been spared either. It has further offset the green shoots of recovery ofthe Indian economy that were visi ble towards the end of 2019 and early 2020. The yearthat started with weak demand owing to slow-down in real estate industrial andinfrastructure segments along with liquidity squeeze ended with the global economy comingto an indeterminate standstill following the outbreak of COVID-19. Furthermore theGovernment's decision to put the country into full lockdown during the latter phase of thefourth quarter had a major impact on the Company. Regardless of the challenging economicenvironment your compan y still managed to do best. The gross revenue of the companyduring the year stands at Rs. 3358.59 Lakhs as against Rs. 3752.08 Lakhs in the previousyear. The profit/ (Loss) before tax during the year stands at Rs. (49.21 Lakhs) as againstRs. 50.02 Lakhs. The profit after tax during the year is Rs. (20.58 Lakhs) as against Rs35.46 Lakhs in the previous year. Total comprehensive Income for the year is Rs. (11.83Lakhs) as against Rs. 36.50 Lakhs in the previous year.
The paid-up equity capital as on March 31 2020 was Rs.749.03 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 the company your Directorsdo not recommend any dividend for the year ended March 31 2020.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.
The Company has not accepted any deposits within the meaning of section 73 of thecompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Cash and cash equivalents as at March 31 2020 was Rs. 84.47 lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
All the insurable interests of your Company including inventories buildings plant andmachinery are adequately insured.
The Equity Shares of the Company are listed on the Bombay Stock Exchange and CalcuttaStock 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. As on date there is no CorporateGuarantee 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 three are IndependentDirectors. The Board also comprises 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 Mr. Saurabh Arora 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.
Further the tenure of five years of Mrs. Neelam Wadhwa as whole-time director has beenexpired on 30th of September 2020 and board of directors has proposed thereappointment of Mrs. Neelam Wadhwa as whole-time director for further period of fiveyears.
The Board proposes to re-appoint Mrs. Neelam Wadhwa as a Whole-time director of theCompany for the further term of 5 years whose term expires on 30-09-2020. Brief resume ofthe directors proposed to be appointed/reappointed nature of expertise in specificfunctional areas and names of companies in which the person hold directorships /membership shareholding is provided in Corporate Governance Report attached to thisreport.
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 thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
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.
DIRECTORS' 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 reason able 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.
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
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 31st Annual General Meeting (AGM) held on 29th September 2017 to hold the office tillthe conclusion of 36th Annual General Meeting (AGM) to be held in 2022. In pursuant toCompanies Amendment Act2017 enforced on 7th May2018 by Ministry of Corporate Affairsthe appointment of statutory auditor is not required to be ratified at every annualgeneral 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 anyqualification 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 B". There are no qualifications orobservations or other remarks of the Secretarial Auditors in the Report issued by them forthe financial year 2019-20 which call for any explanation from the Board of Directors.
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.
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 onRelated Party Transactions as approved by the Board is uploaded on the Company's website.None of the Directors has any pecuniary relationship on transactions vis-a-vis theCompany.
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.
CODE OF CONDUCT:
Your Company has adopted a Code of Conduct for members of the Board and the SeniorManagement. The Code aims at ensuring consistent standards of conduct and ethical businesspractices across the Company. Your Company has received confirmations from all concernedregarding their adherence to the said Code. As per the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the Managing Director of the Company confirmedcompliance with the Code by all members of the Board and the Senior Management.
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 againstvictimization 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.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
RISK MANAGEMENT POLICY:
The Company has formulated a Risk Assessment & Management Policy. The details ofthe Risk Management are covered in the Corporate Governance Report.
PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2019-20 no complaintswere received by the Company related to sexual harassment.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
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 account- ability. A separate Section on Management Discussion & Analysis andCorporate Governance is included in the Annual Report. A certificate from the PracticingCompany Secretary of your Company regarding compliance with Corporate Governance normsstipulated in SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 isalso annexed to the report on Corporate Governance.
PARTICULARS OF CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information in accordance with the provisions of section 134(3)(m) of the CompaniesAct 2013 along with rules regarding the conservation of energy technology absorptionand foreign exchange earnings and outgo is annexed to this report. (AnnexuregDh)
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has madeyour company successful in the business.
The statements forming part of the Directors' Report may contain certainforward-looking remarks within the meaning of applicable securities laws and regulations.Many factors could cause the actual results performances or achievements of the Companyto be materially different from any future results performances or achievements that maybe 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: 1 4 .09.2020 ||Chairman and Managing Director |