Seasons Furnishings Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their Report on the business and operations of the Company along with the audited financial statements for the year ended March 31, 2020.

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 most defining epoch of our lifetime. With no precedence, it has rattled lives and economies across the world, and India has not been spared either. It has further offset the green shoots of recovery of the Indian economy that were visible towards the end of 2019 and early 2020. The year that started with weak demand owing to slow-down in real estate, industrial and infrastructure segments along with liquidity squeeze, ended with the global economy coming to an indeterminate standstill following the outbreak of COVID-19. Furthermore, the Governments decision to put the country into full lockdown during the latter phase of the fourth quarter had a major impact on the Company. Regardless of the challenging economic environment your company still managed to do best. The gross revenue of the company during the year stands at Rs. 590.24 Lacs as against Rs. 679.33 Lacs in the previous year. The Profit/Loss before tax during the year stands at Rs. -727.93 Lacs as against profit of Rs. 1.51 Lacs during the previous year. The profit/loss after tax during the 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 consumer acceptance of the companys products & increased profitability in the near future.

No material changes have occurred since the date of the Balance sheet and this report, which 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 voting rights nor granted stock options nor sweat equity.

DIVIDEND: There is no profits of the Company, hence your director has not recommended any dividend for the year.

FIXED DEPOSITS:

The Company has not accepted any public deposits during Fiscal 2020.

LISTING PARTICULARS:

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 the provisions of section 186 of the Companies Act, 2013.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of four members, of which two are Independent Directors. The Board also comprise of one-Woman Whole-Time Director and one Women Independent Director.

Mr. Mandeep Singh Wadhwa, Chairman Managing Director, and Mr. Yogesh Kumar Sharma, Chief Financial Officer are the Key Managerial Persons (KMPs) of the Company as per the provisions of the Act.

During the Year Ms. Anjali Puri, (DIN: 07322622) appointed as Non-executive Independent Director on 18/12/2019. Further, Ms. Anjali Puri resigned from the Directorship on 24/06/2020.

During the Year Mr. Bishan Dass Bhagat on 23.09.2019 and Ms. Poonam Mehdiratta on 31.03.2020 has been resigned from the Company.

Further, Ms. Kavita Rani was appointed as Independent Director (Non-Executive) by the board of Directors at its meeting held on 15th September, 2020.

All the directors of the Company have confirmed that they are not disqualified from being 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 its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board 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 all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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 reasonable 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.

MEETINGS:

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. is provided in Corporate Governance Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

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, forms part of this Report as "Annexure B".

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial 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 a period of 5 year(s) at the 27th Annual General Meeting (AGM) held on 29th September, 2017 to hold the office till the 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 of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.

STATUTORY AUDITORS REPORT:

The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Pramod Kothari& Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDITORS REPORT:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report for the Financial Year 2019-20. The Secretarial Audit Report is annexed herewith as "Annexure C".

Response to Secretarial Auditor observations:

Your Director wishes to inform you that the observations made by the secretarial Auditor are self-explanatory, need no further clarification except the following:

1. It has been observed by the Secretarial Auditor that The Company has Submitted Shareholding Pattern as on 10th February, 2020 for the Quarter Ended 31st December 2020, to 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 in the company the company was unable to make the payment of fees/ charges to its Registrar and to the CDSL in time and they have stopped to provide the related information which was required to compliance of SEBI regulations. Subsequently company has cleared the said due and 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 June, 2019 Mr. Kamal Kumar Gupta have been Resigned from the post of Company Secretary cum compliance officer. Further as on 31st March, 2020 the Company had not Appoint any full time Company Secretary till 31st March 2020 and as per Regulation 6 of SEBI (Listing obligations and Disclosure Requirement) Regulation, 2015 the Company had not appointed Compliance officer.

In response to same, Directors would like to submit that the company has made continue efforts to appoint the full-time company secretary and compliance officer.

3. It has been observed by the Secretarial Auditor that During the Year As on 31.03.2020 the Nomination and Remuneration Committee has not met the Requirements as laid down in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further as on 31.03.2020 in Stakeholder Relationship Committee have only two director which also does not 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 continue efforts to reconstitute the said committees by appointing the requisite independent Directors.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form 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 or tribunals, which would impact the going concern status and the Companys operations in future.

MATERIAL CHANGES:

There are no material changes and commitments affecting the financial position of the Company 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 & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company www.seasonsfurnishings.com

SUBSIDIARY COMPANIES:

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 Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companys assets. The details about the adequacy of Internal Financial Controls 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 (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 mechanism provides for adequate safeguards against victimisation of persons who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in accordance with the Companies Act, 2013, 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 of your Company is not only to comply with regulatory requirements but also to practice Corporate Governance principles that lay a strong emphasis on integrity transparency and overall accountability.

A separate Section on Management Discussion & Analysis and Corporate Governance is included in the Annual Report. A certificate from the Practicing Company Secretary of your Company regarding compliance with Corporate Governance norms stipulated in SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is also annexed to the report on Corporate Governance.

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.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and continued co-operation received from the Banks, Government Authorities, Customers and Shareholders. Your Directors also wish to take on record their deep sense of appreciation for the committed & untiring services of the employees at all levels which has contributed to the smooth running of companys 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