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, 2018.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)
S. No. Particulars Financial Year Ended 31st March, 2019 Financial Year Ended 31st March, 2018
I Revenue from Operations 679.33 606.43
II Other income 0.7 0.66
III Total Revenue Income (I+II) 679.40 607.09
IV Total Expenses 677.89 733.69
V Profit/(Loss) before tax (III IV) 1.51 (126.60)
VI Total Tax expense 0.26 0.51
VI Profit/(Loss) for the year 1.25 (127.11)
VII Other comprehensive income 0.00 0.00
VIII Total comprehensive Income for the year 1.25 (127.11)
IX Earnings per share 0.02 (1.72)

REVIEW OF OPERATIONS: The gross revenue of the company during the year stands at Rs. 679.40 Lacs as against Rs. 607.09 Lacs in the previous year. The Profit before tax during the year stands at Rs. 1.51 Lacs as against loss of Rs. (126.60) Lacs during the previous year. The profit after tax during the year is Rs. 1.25 Lacs as against Rs (127.11) Lacs in the previous 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, 2019 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.

FIXED DEPOSITS: The Company has not accepted any public deposits during Fiscal 2019.

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 five members, of which three 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.

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 Sachin Mavi & Associates 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 2018-19. 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 2018-19 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, 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 (Mandeep Singh Wadhwa)
Date: 13.08.2019 Managing Director

ANNEXURE ‘A FORMING PART OF DIRECTORS REPORT

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

a. Conservation of energy:- Since the company is not undertaking any manufacturing activity this information is not applicable to your Company. Still it endeavours to save the energy wherever possible at all level of operation.

b. Technology Absorption:-

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.
3 Future Plan of action. Continue to introduce latest fabrics designs and patterns based on domestic and international market feedback.
4 Expenditure on R&D NIL
a Capital NIL
b Recurring NIL
c Total NIL
Technology absorption, adaptation and innovation :
1 Efforts in brief, made towards technology absorption, adaptation and innovation. NIL
2 Benefits derived like product improvement, cost reduction, development, import substitution, product NIL
3 In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year.) N.A.

c. Foreign Exchange Earnings and Outgo:- The foreign exchange earning/outgo during the year are as under:

Particulars As on 31.03.2019 (Rs in lakhs) As on 31.03.2018 (Rs. In lakhs)
Foreign Exchange Earnings: NIL NIL
Foreign Exchange Outgo: 97.11 55.57

ANNEXURE ‘B FORMING PART OF DIRECTORS REPORT:

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The ratio of remuneration of each Director to median remuneration of employees for the financial year Mr. Mandeep Singh Wadhwa : 11.90 X
Mrs. Manjit Kaur Wadhwa : 9.54 X
2. The Percentage increase in remuneration of each director, CFO, CS in the financial year There is no increase in the salary of Mrs. Manjit Kaur Wadhwa, Mr. Mandeep Singh Wadhwa and CFO of the Company during the financial year 2018-19.
3. The Percentage increase in the median remuneration of employees in the financial year The median remuneration of the employees in financial year 2018-19 was increased by 32.93%.
4. The numbers of permanent employees on the rolls of Company 37 as on March 31, 2019
5. The explanation on the relationship between average increase in remuneration and company performance The increase in remuneration is linked to the performance of the Company as a whole, the concerned division, the employees and other factors like industry trends and economic environment.
6. Comparison of the remuneration of the key Managerial Person against the performance of the Company As per the Companys policy of rewarding the employees, including Key Managerial Personnel, the increase in remuneration and variable pay is based on an individual performance rating and business unit performance and the bench mark study is also factored. Considering the performance of the KMPs in the year, they were appropriately compensated.
7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer. The market capitalization as on March 31, 2019, was Rs. 1.84 crore and Rs. 5.99 crore as on March 31, 2018. Price Earnings ratio of the Company was 124.5 times as at March 31, 2019 and was -4.71 times as on March 31, 2018.
The company came out with the public issue in the year 1994 and thereafter no public offer made.
8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; The average percentile increase in the remuneration of employees compared to increase in remuneration of Key Managerial Personnel is in line with bench mark study and the performance of the Company over a period of time. There is no exceptional increase in the Managerial Remuneration.
9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company Remuneration of Key Managerial Personnel is in line with the bench mark study and performance of the Company.
10. The key parameters for any variable component of remuneration availed by the directors N.A.
11. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Nil
12. Affirmation that the remuneration is as per the remuneration policy of the Company We confirm.