Your directors have pleasure in presenting the 39th (Thirty Ninth) Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the Financial Year endedMarch 31, 2025.
The financial performance of your Company for the Financial Year ended March 31, 2025, issummarized below:
Particulars
Financial Year ended
As at
31.03.2025
31.03.2024
Standalone
Total Revenue
2,739.81
2657.15
Total Expenses
2770.72
2691.93
Profit before tax after exceptional items
-30.91
-34.78
Exceptional items
-
Profit before tax but after exceptional Items
Less: Tax expenses including deferred tax
-2.62
13.71
Profit after tax
-33.53
-21.07
Other Comprehensive Income / (loss) (net of tax)
12.04
17.36
Total Comprehensive Income
(21.49)
(3.71)
Basic/ Diluted earnings per share of Re.10 each
-0.45
-0.28
Standalone Financial Statements for the Financial Year 2024-25 are prepared in compliance with theCompanies Act, 2013, Indian Accounting Standards ('IND-AS') and the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part ofthe Annual Report.
Statement in Form AOC-1 containing salient features of the financial statements of the subsidiary andjoint venture companies, as required under Rule 5 of the Companies (Accounts) Rules 2014, is notrequired since the company not having any subsidiary and joint venture companies.
During the year under review, there was no change in the nature of business of the Company. Therewere no material changes and / or commitments affecting the financial position of your Companybetween April 01, 2025, and the date of this report.
Your Company has not accepted any deposits during the year under review falling within the ambit ofSection 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
Your Company has not transferred any amount to General Reserve for the Financial Year 2025.
During the year under review the Board of Directors did not recommend any dividend for the yearunder review, in view of the future growth plans of the Company.
1) As at March 31, 2025, the Authorized Share Capital was Rs. 12,00,00,000 /- divided into1,20,00,000 equity shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital wasRs. 7,49,03,000/- divided into 74,90,300 equity shares of Re.10/- each;
2) All issued equity shares in the capital of the Company are fully paid-up;
3) During the Financial Year 2024-25, no change has taken place in authorized, issued, subscribed andpaid-up share capital of the Company;
4) The Company has only one class of shares i.e., equity shares;
5) The Company has not issued any kind of debt instrument (Convertible / Non-convertible) or anyconvertible instruments during the financial year under review.
Your Company has no Employees Stock Option Scheme 2016 ('ESOP Scheme 2016') i.e. in compliancewith SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from timeto time ('SEBI ESOP Regulations') and there has been no material change to the ESOP Scheme 2016during the year under review.
To comply with the provisions of Sections 177 and 188 of the Act and Rules made thereunder readwith Regulation 23 of SEBI (LODR) Regulations, your Company took rather, these were synchronizedand synergized with the Company's operations. Attention of Members is drawn to the disclosure oftransactions with the related parties set out the Standalone Financial Statements forming part of theAnnual Report.
Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI(LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosureprocesses are in place for all transactions between the Company and its related parties. The policy isuploaded on website of the Company at https://www.seasonsworld.com/investors.aspx
Since all transactions which were entered into during the Financial Year 2025 were on arm's lengthbasis and in the ordinary course of business and there was no material related party transactionentered by the Company during the Financial Year 2025 as per Policy on Related Party Transactions,hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section(3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Actare given in the Notes to the Standalone Financial Statements.
No company has become or ceased to be a subsidiary, joint venture or associate company during theyear under consideration.
To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association ofthe Company, Mr. Sumer Singh Wadhwa (DIN: 01585482), Non-Executive Director (Non¬Independent) is liable to retire by rotation at the ensuing AGM and being eligible, seeks re¬appointment. The Board of Directors, on the recommendation of Nomination and RemunerationCommittee ('NRC'), recommended their re-appointment for consideration by the Members at theensuing AGM.
Company has received declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed both under Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules, 2014. Further, the Independent Directors have alsoconfirmed that they are not aware of any circumstance or situation, which exists or may be reasonablyanticipated, that could impair or impact their ability to discharge their duties as Independent Directorsof the Company.
The Board is of the opinion that the Independent Directors of the Company possess requisitequalifications, experience and expertise and they hold highest standards of integrity (including theproficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI(LODR) Regulations and are eligible & independent of the management.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act.The Directors of the Company have made necessary disclosures under Section 184 and other relevantprovisions of the Act.
Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM asstipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India andRegulation 36 of the SEBI (LODR) Regulations, are separately disclosed in the Notice of ensuing AGM.
During the Financial Year Ms Kavita Rani and Mr. Manish Chandra Appointed as Independent Non¬Executive Directors by passing the Special Resolution at the 38th Annual General Meeting held on 27thSeptember 2024.
The tenure of term of Two term of 5 (five) consecutive years of Mr. Pramod Kumar Hari and B.K. BehraIndependent Director (Non-Executive) expired on 30th September 2024, hence they have tendered theirresignations.
Mr. Inderjeet Singh Wadhwa, Managing Director, Mr. Saurabh Arora, Company Secretary and Mr.Sanjay Katyal Chief Financial Officer continued to be the Key Managerial Personnel of your Companyin accordance with the provisions of Section 203 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014.
To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder andRegulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performanceevaluation of the Directors individually including the Independent Directors (wherein the concernedDirector being evaluated did not participate), Board as a whole and following Committeesof the Board of Directors:
(i) Audit, Risk Management and Ethics Committee;
(ii) Nomination and Remuneration Committee; and
(iii) Stakeholders' Relationship Committee.
The manner in which the annual performance evaluation has been carried out is explained in theCorporate Governance Report which forms part of this report.
Board is responsible to monitor and review the evaluation framework.
Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors alsoevaluated the performance of Non-Independent Directors, Chairman and Board as a whole at aseparate meeting of Independent Directors.
The number of meetings of the Board and various Committees of the Board including composition areset out in the Corporate Governance Report which forms part of this report. The intervening gapbetween the meetings was within the period prescribed under the provisions of Section 173 of the Actand SEBI (LODR) Regulations.
To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19of SEBI (LODR) Regulations, the Company's Remuneration Policy for Directors, Key ManagerialPersonnel (KMP), Senior Management and other Employees of the Company is uploaded on websiteof the Company at https://www.seasonsworld.com/investors.aspx. The Policy includes, inter-alia, thecriteria for determining qualifications, positive attributes, independence of a Director, appointmentand remuneration of Directors, KMPs, Senior Management Personnel and other employees of theCompany.
The statement of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report asAnnexure - A.
Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the aforesaid Rules, theBoard's Report and Financial Statements are being sent to the Members of the Company excluding thestatement of particulars of employees as required under Rule 5(2) of the aforesaid Rules. Any memberinterested in obtaining a copy of the said statement may write to the Compliance Officer atcs.stl@seasonsworld.com up to the date of AGM. The said statement is also available for inspectionby the Members at the Registered Office of your Company on all days except Saturday, Sunday andPublic Holiday up to the date of AGM i.e. August 19, 2025, between 11:00 a.m. to 5:00 p.m.
The Shareholders of the Company in their 36th AGM held on Friday, 23rd September 2022 appointedM/s Bhatia & Bhatia, Chartered Accountants (Firm Reg. no. 003202N) as Statutory Auditors of theCompany for a period of up to 5 (Five) consecutive years to hold office till the conclusion of the 41stAGM to be held in the year 2027. They have also confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company.
The Statutory Auditors' Report for the Financial Year 2025 does not contain any qualification,reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have notreported any fraud under Section 143(12) of the Act.
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Auditis not applicable on the Company for the Financial Year 2025.
To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Companyhas complied with the provisions relating to constitution of Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, theCompany has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directorsand Employees of the Company to raise concerns regarding any irregularity, misconduct or unethicalmatters/dealings within the Company. The same is detailed in the Corporate Governance Report whichforms part of this report.
During the year under review, no complaint was received under the Vigil Mechanism/ Whistle BlowerPolicy of the Company.
Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204of the Act read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Audit, and the Board of Directors have approved and recommended theappointment of M/s. Pramod Kothari & Co, Peer Reviewed Firm of Company Secretaries in Practice(Firm Registration Number: S2012UP197900) as Secretarial Auditors of the Company for a term of upto 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of44th (Forty Fourth) AGM of the Company to be held in the Year 2030, for approval of the Members atensuing AGM of the Company. Brief resume and other details of M/s. Pramod Kothari & Co, CompanySecretaries in Practice, are separately disclosed in the Notice of ensuing AGM.
M/s. Pramod Kothari & Co (Firm Registration Number: S2012UP197900) have given their consent toact as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made)would be within the prescribed limits under the Act & Rules made thereunder and SEBI (LODR)Regulations. They have also confirmed that they are not disqualified to be appointed as SecretarialAuditors in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.
The Secretarial Audit Report for the Financial Year 2025 does not contain any qualification, reservationor adverse remark and is attached to this report as Annexure - B. Further, the Secretarial Auditorshave not reported any fraud under Section 143(12) of the Act.
Your Company has a robust Risk Management Policy which identifies and evaluates business risks andopportunities. The Company recognizes that these risks need to be managed and mitigated to protectthe interest of the stakeholders and to achieve business objectives. The risk management frameworkis aimed at effectively mitigating the Company's various business and operational risks throughstrategic actions. In line with the SEBI (LODR) Regulations, cyber security risks are also covered underRisk Management Policy of the Company.
Your Company has in place adequate Internal Financial Controls. The report on Internal FinancialControls issued by M/s Bhatia & Bhatia, Chartered Accountants statutory auditor of the Company isannexed to the Audit Report on the Financial Statements of the Company and does not contain anyreportable weakness in the Company.
the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act andCompany is not required to constitute a Corporate Social Responsibility ("CSR") Committee.
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:
a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures;
b) they have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of your Company as at March 31, 2025 and of the profits of the Company for the periodended on that date;
c) proper and sufficient care have been taken for the maintenance of adequate accounting recordsin accordance with the provisions of Act for safeguarding the assets of your Company and forpreventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls laid down by the Directors were followed by the Company andthat such internal financial controls were adequate and operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws were in place andthat such systems were adequate and operating effectively.
Management Discussion & Analysis Report for the Financial Year 2025 as stipulated under Regulation34(2)(e) of SEBI (LODR) Regulations forms part of the Annual Report.
The information on conservation of energy, technology absorption and foreign exchange earnings andoutgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)Rules, 2014 is attached to this report as Annexure - C.
Your Company is committed to maintain the highest standards of Corporate Governance and adhereto the Corporate Governance requirements set out by Securities and Exchange Board of India. Thereport on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to thisreport as Annexure - D. The certificate from M/s. Pramod Kothari & Co, Practicing CompanySecretaries confirming compliance with the conditions of corporate governance is also attached to theCorporate Governance Report.
The Equity Shares of the Company are listed on the BSE Limited and Calcutta Stock Exchange. Annuallisting fee for the Financial Year 2024-25 has been paid to both exchanges.
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded onwebsite of the Company at hCps://www.seasonsworld.com/investors.aspx
During the year under review, no Research & Development was carried out.
Statements in the Board's Report and the Management Discussion & Analysis Report describing theCompany's objectives, expectations or forecasts may be forward looking within the meaning ofapplicable laws and regulations. Actual results may differ from those expressed in the statement.
Your Directors confirm that no disclosure or reporting is required in respect of the following items asthere was no transaction on these items during the year under review:
1) Issue of equity shares with differential voting rights as to dividend, voting or otherwise.
2) The Whole-time Directors of the Company does not receive any remuneration or commission fromany of its subsidiaries.
3) No significant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.
4) Issue of Sweat Equity Shares.
5) No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 asat the end of the Financial Year 2025.
6) No instance of one-time seClement with any bank or financial institution.
The Company is in regular compliance of the applicable provisions of Secretarial Standards issued bythe Institute of Company Secretaries of India.
No material changes and commitments have occurred after the closure of the Financial Year 2025 tillthe date of this Report, which would affect the financial position of your Company.
Your Company's organizational culture upholds professionalism, integrity and continuousimprovement across all functions as well as efficient utilization of the Company's resources forsustainable and profitable growth. Your directors wish to place on record their appreciation for thesincere services rendered by employees of the Company at all levels. Your directors also wish to placeon record their appreciation for the valuable co-operation and support received from variousGovernment Authorities, Banks/Financial Institutions and other stakeholders such as members,customers and suppliers, among others. Your directors also commend the continuing commitment anddedication of employees at all levels which has been vital for the Company's success. Your directorslook forward to their continued support in future.
For and on behalf of the Board of DirectorsFor Seasons Tex7les Limited
ChairmanDIN:00052459
Date: May 20, 2025Place: New Delhi