seasons furnishings ltd Directors report

To,

The Members

Seasons Furnishings Limited

Your Directors have pleasure in presenting their 32nd Annual Report along with the Audited Accounts for the financial year ended 31st March, 2022.

The financial results for the year under review are summarized below for your perusal:

On a Standalone basis, during the financial year 2021-22, your Company has achieved revenue from operations of 473.64 Lakh as against 351.18 Lakh in the financial year 2020-21, i.e., an improvement of 25.85%. The Net Profit (Loss) for the financial year 2021-22 is 5.59 Lakh as against (265.82) Lakh in the financial year 2020-21.

Your directors did not recommend any dividend for the year under review, in view of the future growth plans of the Company.

No amount is proposed to be transferred to Reserves

There was no change in the nature of the business of the Company, during the year

Your Companys Paid-up Equity Share Capital as on March 31, 2022, stood at 739.39 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity. As on March 31, 2022, none of the Directors of the Company holds shares except Mr. Mandeep Singh Wadhwa and Mrs. Manjit Kaur Wadhwa.

I. Audit Committee;

II. Nomination and Remuneration Committee; III. Stakeholders Relationship Committee;

During the financial year 2021-22, your Company convened and held four (4) Board Meetings. The details of the Board Meeting with regard to the dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

On the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Mr. Mandeep Singh Wadhwa as Managing Director of the Company for another term of 5 (five) years w.e.f. December 1, 2022, till September 30, 2027, in its meeting held on August 13, 2022. and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice. The Board recommends his re-appointment.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mrs. Manjit Kaur Wadhwa (DIN No. 00050971), Director of the Company, is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. A resolution seeking shareholders approval for her re-appointment along with other required details forms part of the Notice. The Board recommends his re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company (“KMP”) as on March 31, 2022, are Mr. Mandeep Singh Wadhwa, Mr. Yogesh Sharma and Mr. Rajveer Singh (appointed on May 20, 2022)

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fee to attend the meetings of the Board and its Committees.

10. DECLARATION BY INDEPENDENT DIRECTOR OF THE COMP

For the financial year 2021-22, all the Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as laid down under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI LODR Regulations, as amended.

The appointment and tenure of the Independent Directors, including the code for Independent Directors are available on the Companys website, www.seasonsfurnishings.com

11. NOMINATION AND REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted a policy for the selection and appointment of Directors, senior management personnel, and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors, and other matters pursuant to Section 178(3) of the Companies Act, 2013. The said policy is posted on the Companys website www.seasonsfurnishings.com

12. BOARD EVALUATION

Your Company has devised a formal process for annual evaluation of the performance of the Board, its committees, and Individual Directors (“Performance Evaluation”) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors as laid down by the Nomination and Remuneration Committee and the Board. It covers the areas relevant to the functioning of Independent Directors or other directors, members of the Board, or its committees. The Independent Directors carried out annual performance evaluation of the Chairman and Managing Director and Whole-time Directors. The Board carried out an annual performance evaluation of its own performance. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. A Consolidated Report was shared with the Chairman of the Board for his review and giving feedback to each Director.

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of the requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, not applicable to the company.

14. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report along with a weblink thereof.

15. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meeting, respectively, have been duly followed by the Company.

16. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 134 (3) (c) and 134 (5) of the Companies Act 2013, in respect of financial statements, your directors state and confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and 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 all applicable laws and that such systems were adequate and operating effectively.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has made efforts towards technology absorption, adoption and innovation. Continuous efforts are made with an objective to achieve development of new products, improvement in productivity, reduction in product wastage etc. Your Company strives to remain abreast of state-of-the-art systems and has used tested, proven and appropriate technology to suit the special needs of its customers. Technical help, especially in software design, was taken from consultants. Several tangible and intangible benefits are derived. There were no foreign exchange earnings and outgo during the Financial Year 2021-2022.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. Further, there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All Related 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 a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed and form a part of this Report.

Particulars of the employee as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. However, in pursuance of Section 136(1) of the Companies Act, 2013, this report is being sent to the shareholders of the Company excluding the said remuneration.

A statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said Rules forms part of this Report. The said information is available for inspection at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE.

Your Company aims to remain committed to society through its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors but also on social and environmental consequences.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act and Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.

21. BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34 of SEBI LODR Regulations, the Business Responsibility Report various initiatives taken by the Company on Environmental, Social and Governance.

22. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2021-2022, no complaints were received by the Company related to sexual harassment.

23. AUDIT COMMITTEE

The Audit Committee of the Board consists of Mr. Manjeet Singh as Chairman, Mr. Sunil Kumar Mehdiratta and Mrs. Manjit Kaur Wadhwa as its other Members. The Company Secretary is the Secretary of the Committee. The details of terms of reference of the Audit Committee, number and dates of meetings held attendance of the Directors, and remunerations paid to them are given separately in the attached Corporate Governance Report. During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has framed a Whistle Blower Policy/ Vigil mechanism for Directors, Employees, and Stakeholders for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. Besides, as per the requirement of Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle Blower Policy to report instances of leak of unpublished price sensitive information. The Vigil Mechanism provides for adequate safeguards against victimization of Directors or Employees or any other person who avail of the mechanism and also provides direct access to the Chairperson of the Audit Committee. The details of the Vigil Mechanism/ Whistle Blower Policy are also posted on the Companys website, www.seasonsfurnishings.com.

25. SUBSIDIARY COMPANIES

There are no subsidiary, Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013.

26. INTERNAL AUDITOR

Your Company has appointed M/s Ashok Kantoor & Co as Internal Auditors under Section 138 of the Companies Act, 2013 and Rules made thereunder. The scope, functioning, periodicity, and methodology for Conducting internal audit were approved by the Board and reviewed by the Audit Committee from time to time.

27. SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed CS Pramod Kothari, Practicing Company Secretary, C/o Jaya Yadav & Associates (Membership No. F7091 and COP No. 11532) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report of CS Pramod Kothari, Practicing Company Secretary, in Form MR-3, for the year ended March 31, 2022, is annexed, and forms a part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks, or disclaimer. During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section134(3) (ca) of the Companies Act, 2013.

28. STATUTORY AUDITOR AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Rakesh Varshney & Associates., Chartered Accountants (Firm Registration No. 022399N) were appointed as Statutory Auditors of the Company from the conclusion of 27th Annual General Meeting (AGM) held on 29th September, 2017, till the conclusion of 32nd AGM of the Company to be held in the year 2022. The term of existing auditors is expiring in this AGM and the auditors have confirmed their eligibility for reappointment as Statutory Auditors of the Company. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the reappointment of M/s. Rakesh Varshney & Associates., Chartered Accountants (Firm Registration No. 022399N), as the Auditors of the Company for further period of three years from the conclusion of the ensuing AGM till the conclusion of the 37th AGM. Resolution seeking approval of the members for the re-appointment of M/s. Rakesh Varshney & Associates. as the Statutory Auditors forms part of the Notice convening the 32nd AGM of the company to be held on 2027.

The Auditors Report on the financial statements for the financial year ended 31st March, 2022, does not contain any qualification, observation, emphasis of matter of adverse remark and doesnt contain any instances of fraud as mentioned under Section 143 of the Act. The Auditors Report is enclosed with the financial statements as a part of this Annual Report.

29. QUALIFICATION, RESERVATION, OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation, or adverse remark made by the Statutory and Secretarial Auditors in their Audit Reports issued by them.

30. PUBLIC DEPOSITS

During the financial year 2021-22, your Company did not invite or accept any deposit from the public.

31. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

As per the provision of Section 134(5)(e) of the Companies Act, 2013, the Company has in place an Internal Control System designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. A Self-certification exercise is also conducted by which senior management certifies the effectiveness of the internal control system of the Company. The internal audit has been conducted by a qualified external Internal Auditors. The findings in the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow-up actions are ensured wherever required. The Statutory Auditors have evaluated the internal financial controls framework of the Company and have reported that the same are adequate and commensurate with the size of the Company and the nature of its business.

32. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS.

There are no Loans, Guarantees made by your Company during the financial year 2021-22.

33. INSURANCE.

All the properties including buildings, plants and machinery, and stocks have adequately been insured.

34. PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF SEBI LISTING

REGULATIONS.

The details of the related party disclosures with respect to loans/ advances/ investments at the year-end, and the maximum outstanding amount thereof during the year as required under Part A of Schedule V of SEBI Listing Regulations have been provided in the Notes to the Financial Statements of the Company. Further, there was no transaction with the person/ entity belonging to the Promoter and Promoter Group, which holds 10% or more shareholding in the Company as per Para 2A of the aforesaid schedule.

35. RISK MANAGEMENT

On May 5, 2021, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, effective from May 6, 2021, and amended Regulation 21 of SEBI Listing Regulations, thereby requiring the top one thousand listed Companies (based on market capitalization at the end of the immediate previous financial year) to mandatorily formulate Risk Management Committee Based on the above notification, the formation of the Risk Management Committee is not mandatory for the Company w.e.f. May 6, 2021 since the company in not coming the bracket of such 1000 companies.

36. LISTING

The shares of your Company are listed at both BSE Limited. The listing fees to the Stock Exchanges for the financial year 2022- 23 have been paid.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, OR TRIBUNAL.

No significant and material orders passed by the Regulators, Courts, or Tribunal impact the going concern status and the Companys operations in the future.

38. MANAGEMENT DISCUSSION AND ANALYSIS.

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate Section on the Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company is annexed and forms a part of this Report.

39. CORPORATE GOVERNANCE

Corporate Governance Report along with Practicing Company Secretary Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI LODR Regulations has been annexed and forms a part of this Report.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) Authority, since the company has not declared any divided the in past years the provision is not applicable to the company.

41. INDUSTRIAL RELATIONS/ HUMAN RESOURCES

Your Company maintained healthy, cordial, and harmonious industrial relations at all levels during the year under review. Your Company firmly believes that a dedicated workforce constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.

42. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2022, is available on the Companys website, www.seasonsfurnishings.com.

43. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of your Company that has occurred between the year ended March 31, 2022, and the date of this Directors Report.

44. CODE OF CONDUCT FOR THE DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for the Directors and Senior Management Personnel has been posted on the Companys website, www.seasonsfurnishings.com. The Chief Executive Officer of the Company has given a declaration that all the Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended March 31, 2022, and a declaration is attached with the Annual Report.

45. CEO AND CFO CERTIFICATION

Pursuant to SEBI Listing Regulations, CEO and CFO Certification is attached with the Annual Report. CEO and CFO also provide quarterly certification on financial results, while placing the financial results before the Board in terms of SEBI Listing Regulations.

46. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS / COMPANY IN WHICH DIRECTORS ARE INTERESTED.

There are no such loans and advances given by the company during the year under review.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016).

There is no such application made or any proceeding under the Insolvency and Bankruptcy Code 2016 (31 OF 2016) during the year.

48. THE DETAILS OF DIFFERECNE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME OF

SETTLEMENT AND VALUTION DONE WHILE TAKING LOAN FROM BANK / FINANCIAL INSITUTIONS ALONGWITH REASONS THEREOF.

There is no such valuation settlement of loan done during the year.

49. ACKNOWLEDGEMENT