The Directors have pleasure in presenting their 29th Annual Report along with the Audited Accounts for the financial year ended 31st March, 2015.
FINANCIAL RESULTS
The financial results for the year under review are summarized below for your perusal:
(Rs./Lakhs)
Year ended Year ended PARTICULARS 31st March,2015 31st March,2014
Total Income 3923.90 3607.76
Expenditure other than Interest 3235.31 2956.09 and Depreciation
Interest and Finance charges 354.44 348.23
Depreciation 263.62 235.47
Profit before Tax 70.53 67.97
Provision for Tax including 10.23 8.34 deferred & Earlier Year taxes
Profit after Tax 60.30 59.63
REVIEW OF OPERATIONS
The gross revenue of the company during the year stands at Rs. 3923.90 Lacs as against Rs. 3607.76 Lacs in the previous year. The profit before tax during the year stands at Rs. 70.53 Lacs as against Rs. 67.97 Lacs. The profit after tax during the year is Rs 60.30 Lacs as against Rs. 59.63 Lacs in the previous year.
LONGTERM AND SHORTTERM BORROWINGS
During the year under review, your Company has both long term and short term borrowings, aggregating to Rs. 1539.82 Lacs.
SHARE CAPITAL
The paid up equity capital as on March 31,2015 was Rs.749.03 Lakhs. During the year under review the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
DIVIDEND
In order to plough back profits for future requirements of the company your Directors do not recommend any dividend for the year ended March 31,2015.
FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
FINANCE
Cash and cash equivalents as at March 31,2015 was Rs. 83.87 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
INSURANCE
All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.
LISTING PARTICULARS
The Equity Shares of the Company are listed on the Bombay Stock Exchange. The company has paid the listing fees up to 2015-16.
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. Details of Corporate Guarantee existed during the year was as follows:
(a) Corporate Guarantee for financial assistance for Rs. 300 lakh to Seasons Furnishings Limited dated 9th January, 2009.
(b) Corporate Guarantee for financial assistance for Rs. 865 lakh to Seasons Furnishings Limited dated 1st December, 2009.
Kindly note that both the charges have been satisfied dated 9th July, 2015. Therefore as on date there is no Corporate Guarantee existed in the books of the Company.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS
The members at its Meeting held on September 30, 2014, had appointed Mr. Kailash Chandra Mehra, Mr. Bijoya Kumar Behra and Mr. Pramod Kumar Hari as Independent Directors of the Company for a period of five years and not liable to retire by rotation.
Mr. Inderjeet Singh Wadhwa, Chairman Managing Director, Mr. Sanjay Katyal, Chief Financial Officer and Mr. Vivek Khosla, Company Secretary are the Key Managerial Persons(KMPs) of the Company as per the provisions of the Act.
Mr. Mandeep Singh Wadhwa, who retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment and your Board of Directors recommend for the same.
The Board proposes to appoint Mrs. Neelam Wadhwa, as a Whole time director of the Company, who was appointed as an Additional Director of the Company w.e.f. 6th February, 2015 whose term expires on the date of this Annual General Meeting. Brief resume of the directors proposed to be appointed/reappointed, nature of expertise in specific functional areas and names of companies in which the person hold directorships / membership, shareholding is provided in Corporate Governance Report attached to this report.
All the Independent Directors have given a declaration under sub-section (7) of section 149 of the Companies Act, 2013 ("Act") that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the listing agreement.
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
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
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.Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director etc. is provided in Corporate Governance Report.
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.
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 A".
Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL
STATUARY AUDITOR & THEIR REPORT
In the last Annual General Meeting held on 30th September, 2014 M/s. Anuj Garg & Co. Chartered Accountants, New Delhi (Firm's Registration No. 03473N), have been appointed Statutory Auditors of the Company till conclusion of 30th Annual General Meeting to be held in the year 2016.
Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this Annual General Meeting. Further, they have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.
Further, 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 Auditor's 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 AUDITOR'S REPORT
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure B". There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.
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 Company's 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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's 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 Company's website.
None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.
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 Company's assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company.
Your Company has received confirmations from all concerned regarding their adherence to the said Code.
As per the Listing Agreement, the Managing Director of the Company confirmed compliance with the Code by all members of the Board and the Senior Management.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
As per Sec. 177(9) of the Companies Act, 2013, applicable Rules and the Listing Agreement, 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 victimization 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 Listing Agreement
PREVENTION OF INSIDERTRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year 2014 - 2015, no complaints were received by the Company related to sexual harassment.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
Your Company follows principles of effective Corporate Governance. The endeavor 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 Clause 49 of the Listing Agreement is also annexed to the report on Corporate Governance.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, along with rules regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed to this report. (Annexure "D")
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made your company successful in the business.
CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
For and on behalf of the Board of Directors
Place: New Delhi (Inderjeet Singh Wadhwa) Dated: 12th August, 2015 Chairman & Managing Director