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, 2017.

1. FINANCIAL RESULTS : (Rs. in Lakhs)

Particulars Financial Year Ended 31st March, 2017 Financial Year Ended 31st March, 2016
Total Income 1308.62 2021.94
Expenditures other than Interest Depreciation and Tax 1235.27 1802.48
Earnings Before Interest Depreciation and Tax (EBIDTA) 73.36 219.46
Interest and Finance charges 143.18 171.80
Depreciation 20.14 26.64
Profit before tax (89.96) 21.02
Tax Expenses (12.24) 4.91
Profit after Tax (77.72) 16.11

REVIEW OF OPERATIONS

The total income of the Company during the financial year 2016-17 stands at Rs. 1308.62 as against Rs. 2021.94 lakhs in the previous financial year. The Company during the financial year 2016-17 earned profit before tax of Rs. -89.96 as against Rs. 21.01 lakhs in the previous financial year.

The lower profitability of the Company during the financial year was, inter alia, due to the low turnover which is the result of slow demand in the market and high Inventory carrying costs.

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, 2017 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 have not recommended any dividend for the year.

LONG TERM AND SHORT TERM BORROWINGS

During the year under review, your Company has both long term and short term borrowings, aggregating to Rs. 850.77.

FIXED DEPOSITS

The Company has not accepted any public deposits during Fiscal 2017.

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 & KEY MANAGERIAL PERSONNEL

The members at its Meeting held on September 30, 2014, had appointed Mr. Kailash Chandra Mehra (DIN : 00128733) and Mr. Bishen Dass Bhagat (DIN : 03604991) as Independent Directors of the Company for a period of five years and not liable to retire by rotation.

The Board of Directors in their meeting held on 6.2.15, appointed Ms Poonam Mehdiratta (DIN : 01964772) as Woman Director (Additional

Director). At the Annual General Meeting of the Company held on 30.9.2015, Ms Poonam Mehdiratta (DIN : 01964772) was appointed as Independent Directors for five consecutive years and not liable to retire by rotation.

The Board of Directors in their meeting held on 12.08.2016, appointed Mrs. Manjit Kaur Wadhwa (DIN : 00050971) as Additional Director. At the Annual General Meeting of the Company held on 30.9.2016, Mrs. Manjit Kaur Wadhwa (DIN : 00050971) was appointed as Whole Time Directors for three consecutive years and liable to retire by rotation.

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

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

AUDITORS

The term of our Auditor M/s Anuj Garg & Co., Chartered Accountant, New Delh is expiring in this AGM hence Audit Committee has recommended the Board to appoint Rakesh Varshney & Associates, Chartered Accountants, New Delhi, as statutory Auditors of the Company.

The Company has already received a certificate from M/s Rakesh Varshney & Associates, Chartered Accountant stating that their appointment, if made will be within the limits specified in section 224(1B) of Companies Act 1956.

The Board recommends appointing of Rakesh Varshney & Associates, Chartered Accountants, New Delhi, as the Statutory Auditors of the Company in place of M/s Anuj Garg & Co., Chartered Accountants to hold office of the Auditors from the conclusion of this Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company to be held in 2022 to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors subject to the ratification by the members in every Annual General Meeting of the Company.

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 2016-17. The Secretarial Audit Report is annexed herewith as "Annexure C". There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of 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 were 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 Report.

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 provide 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, 2015is 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 (Mandeep Singh Wadhwa)
Date: 14.08.2017 Managing Director