Seasons Textiles Ltd Directors Report

1. The Board is hereby pleased to present its report for the financial year ended March 31, 2024.

2. FINANCIAL PERFORMANCE

2.1 The financial performance of the Company is summarized below:

(Rs. In lakhs)

Particulars	Financial Year ended
	As at 31.03.2024	As at 31.03.2023
	Standalone
Total Revenue	2657.15	2390.25
Total Expenses (before finance cost, depreciation and tax)	2691.93	2435.91
Profit before tax and exceptional items	-34.78	-45.66
Exceptional items	-	-
Profit before tax but after exceptional Items	-34.78	-45.66
Less: Tax expenses including deferred tax	13.71	-2.83
Profit after tax	-21.07	-48.49
Other Comprehensive Income / (loss) (net of tax)	17.36	10.88
Total Comprehensive Income	-3.71	-37.61
Balance carried to profit & loss account	-3.71	-37.61
Basic/ Diluted earnings per share of Re.10 each	-0.28	-0.65

3. STANDALONE FINANCIAL STATEMENTS

3.1 Standalone Financial Statements for the Financial Year 2023-24 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (‘IND-AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.2 Statement in Form AOC-1 containing salient features of the financial statements of the subsidiary and joint venture companies, as required under Rule 5 of the Companies (Accounts) Rules 2014, is not required since the company not having any subsidiary and joint venture companies.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

4.1 During the Financial Year under consideration, there was no change in the nature of the business of the Company.

5. There were no material changes and / or commitments affecting the financial position of your Company between April 01, 2024 and the date of this report.

6. AMOUNTS TRANSFERRED TO RESERVES, IF ANY

6.1 During the year under review, the Company has not transferred any amount to the Reserves.

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

7.1 No company has become or ceased to be a subsidiary, joint venture or associate company during the year under consideration.

8. PARTICULARS OF LOANS, GUARANTEES / INVESTMENTS

8.1 The Company does not have any loans, investments, guarantees and security referred to in section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

9. RELATED PARTY TRANSCATIONS

9.1 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

10. DIVIDEND

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

11. SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

11.1 As at March 31, 2024, the Authorized Share Capital was Rs. 1200,00,000 /- divided into 1,20,00,000 equity shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital was Rs. 7,49,03,000/- divided into 74,90,300 equity shares of Re.10/- each; 11.2 All issued equity shares in the capital of the Company are fully paid-up; 11.3 During the Financial Year 2023-24, no change has taken place in authorized, issued, subscribed and paid-up share capital of the Company; 11.4 The Company has only one class of shares i.e., equity shares; 11.5 The Company has not issued any kind of debt instrument (Convertible / Non-convertible) or any convertible instruments during the financial year under review.

12. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL 12.1 Directors retiring by rotation and re-appointment thereof

12.1.1 Mrs. Neelam Wadhwa, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. 12.1.2 Based on the recommendation of Nomination and Remuneration Committee, the Board recommends her reappointment for consideration by the members at ensuing Annual General Meeting. 12.1.3 Brief details of Mrs. Neelam Wadhwa are disclosed separately in the Notice of Annual General Meeting, in compliance with the provisions of Secretarial Standard-2 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12.2 Mr. Pramod Kumar Hari (DIN:01205247) and Mr. Dr. Bijoya Kumar Behera (DIN: 01139185) will be completed their Second term of five consecutive years as non-executive independent director of the company. 12.2.1 Mr. Pramod Kumar Hari will be completed his Second term of five consecutive years as Non-executive independent director of the company on 30th September, 2024 and pursuant section 149(10) and (11) of companies Act 2013 he is not eligible for re appointment as Independent Director unless expiration of three years of ceasing to become an independent director.

12.2.2 Dr. Bijoya Kumar Behera (DIN : 01139185) will be completed his Second term of five consecutive years as Non-executive independent director of the company on 30th September, 2024 and pursuant section 149(10) and (11) of Companies Act 2013 he is not eligible for re appointment as Independent Director unless expiration of three years of ceasing to become an independent director.

12.3 Declaration by Independent Director(s)

12.3.1 All Independent Directors have furnished declarations to the fact that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

12.3.2 In the opinion of the Board, the Independent Directors possess requisite qualification, experience and expertise (including the online proficiency self-assessment test) and hold highest standard of integrity. They also fulfil the conditions as specified under the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the management.

12.4 Change in Key Managerial Personnel

12.4.1 There has been no change in Key Managerial Personnel during the Financial Year 2023-24.

13. POLICY ON DIRECTORS APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND

OTHER EMPLOYEES

13.1 The Nomination and Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board, a policy relating to the remuneration for the key managerial personnel and other employees. While formulating the policy, the Committee has taken into account: -

(i) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

13.2 As per requirement of Section 178 of the Company read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees of the Company is disclosed on the website of the Company. and may accessed at the following web link https://www.seasonsworld.com

14. DEPOSITS

14.1 During the Financial Year 2023-24, your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013.

15. ANNUAL RETURN

15.1 In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company and may be accessed through the following web link https://www.seasonsworld.com.

16. REPORT ON CORPORATE GOVERNANCE

The Company is committed to adhere to the Corporate Governance requirements as stipulated under the Companies Act, 2013 read with the rules and regulations issued by the Securities and Exchange Board of India. Report on Corporate Governance for the financial year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report as Annexure - 4.

17. BOARD AND ITS COMMITTEES

17.1 Composition of the Board and various Committees of the Board including numbers of meetings held during the Financial Year 2023-24 and brief description of services, wherever required, is set out in the Corporate Governance Report, which forms part of this report.

18. BOARD MEETINGS

18.1 Four (04) Board Meetings were held during the Financial Year ended March 31, 2024. Dates of the Board Meetings and attendance of the directors therein are disclosed Corporate Governance Report, which is part of this report.

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

19.1 During the year under review, a separate meeting of Independent Directors of the Company was held on February 12, 2024 to consider: i) the Performance of Non-Independent Directors and the Board as a whole; ii) the Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-executive Directors; and iii) assess the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

20. ANNUAL EVALUATION BY THE BOARD

20.1 The Board has carried out the annual performance evaluation of the directors individually including the Independent Directors, the Board as a whole and its committees and Chairman, by assessment through a detailed questionnaire completed by individual directors.

20.2 Independent Directors have also evaluated the performance of non-independent directors, the Board as a whole and Chairman at a separate meeting of Independent Directors.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

21.1 The Board has framed Vigil Mechanism/Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies in accordance with the Companies Act, 2013 read with the Securities and Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

22. DIRECTORS RESPONSIBILITY STATEMENT

22.1 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the Financial Year 2023-24 the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors 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 of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT,

2013

23.1 The statement of disclosure of remuneration as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as

Annexure - 1.

23.2 Certain details with respect to the employees who are in receipt of remuneration of not less than one crore and two lakh rupees throughout the financial year or eight lakh and fifty thousand rupees per month during any part of the year, is not annexed with the Boards Report. Such details are available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the Annual General Meeting, on all days except Saturday, Sunday and Public holidays between 11:00 a.m. to 05:00 p.m.

23.3 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.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

24.1 The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Management Discussion and Analysis forming part of this report is annexed to this report as Annexure-2.

25. AUDITORS 25.1 Statutory Auditors

25.1.1 M/s Bhatia & Bhatia, Chartered Accountants (Firm Reg. no. 003202N), Chartered Accountants, were appointed as Statutory Auditors for a period of 05 years from the conclusion of 36th Annual General Meeting until the conclusion of 41^st Annual General Meeting to be held in the year 2027. They have confirmed their eligibility and independence to continue as Statutory Auditors for Financial Year 2024-25.

25.1.2 Report of Statutory Auditors

The Report of Statutory Auditors on Audited Annual Financial Statements does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which calls for any comment(s) from the Board of Directors.

25.1.3 The details of total fees paid to the Statutory Auditors for rendering services to the Company and its subsidiaries are set out in the Corporate Governance Report.

25.1.4 Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government.

The Auditors have not reported any incidence of fraud to the Audit Committee or the Board of Directors of the Company.

25.1.5 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at March 31, 2024. Reference may be made to "Annexure – B" of Independent Auditors Report.

25.2 Secretarial Auditors and their report

25.2.1 The Board of Directors has appointed M/s Pramod Kothari & Co., Company Secretaries, as Secretarial Auditors to conduct the audit of secretarial records for Financial Year 2023-24.

25.2.2 The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark and is annexed to this report as Annexure – 3.

25.3 Cost Auditors and their report

25.3.1 The nature of the Companys business is such that maintenance of cost records specified by the Central Government under sub section (1) of section 148 of the Companies Act 2013, is not applicable.

25.4 ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has obtained Annual Secretarial Compliance Report for the Financial Year 2023-24 from a Company Secretary in Practice. The report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

26.1 Business Responsibility and Sustainability Report for the period under consideration as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable on the company.

26.2 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 as Annexure-4.

27. AUDIT COMMITTEE

27.1 Detailed information on Audit Committee covering composition, meetings and brief terms of reference is disclosed in Corporate Governance Report in terms of requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Corporate Governance Report forms part of this report and is annexed to this report as Annexure-5. Detailed information is not given in Boards Report to avoid duplication of information.

28. CORPORATE SOCIAL RESPONSIBILITY

28.1 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.

28.2 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.

29. RISK MANAGEMENT POLICY

29.1 The Company has a Risk Management Policy to monitor and evaluate risks associated at financial, operational and sectoral levels. The committee takes requisite steps or actions from time to time to mitigate the risks in order to protect the interest of the stakeholders and to achieve the business objective.

30. SECRETARIAL STANDARDS

30.1 The Company complies with all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

31. LISTING

The Equity Shares of the Company are listed on two stock exchanges viz. BSE Limited and Calcutta Stock Exchange Limited.

32. DETAILS OF SIGNIFICANT & MATERIAL ORDERS

32.1 There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

33.1 The Company has in place a Policy of Prevention on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. 33.2 During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. GENERAL DISCLOSURE 34.1 The Board confirms that i. No application has been made or any proceedings pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023-24; ii. Details of difference between the amount of valuation at the time of one- time settlement and valuation done while taking loans from banks or financial institutions are not applicable.

iii. The Whole-time Directors or Managing Director of the Company do not receive any remuneration or commission from any of its subsidiaries and joint venture companies since the company not having any subsidiary and joint venture companies.

35. PERSONNEL

35.1 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

36. ACKNOWLEDGEMENTS

36.1 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

For and on behalf of the Board of Directors of

Seasons Textiles Limited

 

Inderjeet Singh Wadhwa

Chairman cum Managing Director

DIN: 00052459

 

Date:	August 13, 2024
Place:	Noida