ANNUAL REPORT 2010-11 · of M/s Anuj Garg & Co., Chartered Accountant, New Delhi, informing &...

ANNUAL REPORT2010-11

BOARD OF DIRECTORS

Mr. Inderjeet S WadhwaChairman

Mr. Mandeep S WadhwaManaging Director

Mr. Girdhar S HarnalNon executive Independent Director

Mr. Bishan D BhagatNon executive Independent Director

Mr. Prasenjit KalitaCompany Secretary

Registered OfficeD-29, Ground Floor,Defence ColonyNew Delhi -110 024

Corporate OfficeSeasons HouseB-18, Sector-5,Noida-201301 (U.P)

Registrar and Share Transfer OfficeSkyline Financial Services (P) LimitedD-153 A, Okhla Industrial Area,Phase - I,New Delhi - 110 020Tel : 011-26812682,83Fax : 011-26812684E-Mail ID: [email protected]

Auditors

Statutory AuditorsK. L. Datta & CompanyChartered AccountantC-121, Greater Kailash-INew Delhi-110048

Internal AuditorsAshok Kantoor & CoChartered Accountant2659/2, Gurudwara RoadKarol Bagh, New Delhi-110005

BankersIDBI Bank54, Ring Road-III, Lajpat NagarNew Delhi-110024

ICICI Bank,34, Ground Floor,Lajpat Nagar-llNew Delhi - 110024

Companies Exclusive ShowroomsSeasons Club ClassD-29, Defence ColonyNew Delhi -110 024

21st ANNUAL REPORT - 2010-11

CONTENTS

Seasons Furnishings Limited

• Notice of the Annual General Meeting ...........................................................................................................3

• Directors’ Report ............................................................................................................................................5

• Management Discussion and Analysis ...........................................................................................................8

• Corporate Governance Report .......................................................................................................................10

• Auditors’ Report ..............................................................................................................................................18

• Balance Sheet ................................................................................................................................................21

• Profit & Loss Account .................................................................................................................................... 22

• Schedules and notes on Accounts................................................................................................................. 23

• Cash Flow Statement .................................................................................................................................... 33

• Balance Sheet Abstracts ............................................................................................................................... 34

NOTICE

NOTICE is hereby given that the 21st Annual General Meeting of the Members of SEASONS FURNISHINGS LIMITED will be held at 10.30A.M. on Friday, the 30th day of September, 2011 at Royal Vatika, Main Bus Stand, Khera Khurd, Alipur Block, Delhi – 110 082, to transactthe following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Profit and Loss Account for the year ended 31st March, 2011, the Balance Sheet as on that dateand Directors’ and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. Inderjeet Singh Wadhwa, who retires by rotation and being eligible, offers himself for re-appoint-ment.

3. To appoint M/s Anuj Garg & Co., Chartered Accountants, New Delhi, as Statutory Auditors of the Company in place of M/s K L Dattaand Co., the retiring auditor of the Company, to hold office from the conclusion of this Annual General Meeting upto the conclusion ofthe next Annual General Meeting and to authorize the Board of Directors of the Company to fix their remuneration.

“RESOLVED THAT M/s Anuj Garg & Co. Chartered Accountants, New Delhi, be and are hereby appointed as the Auditors of theCompany, in place of M/s K L Datta and Company, Chartered Accountants, Alwar Rajasthan, to hold the office of Auditors from theconclusion of this Meeting to the conclusion of the next Annual General Meeting of the Company on such remuneration and out ofpocket expenses as may be decided by the Board.”

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass the following Resolution, with or without modification(s), as Special Resolution:

“RESOLVED THAT pursuant to Section 314 read with Director’s Relatives (Office or Place of Profit) Rules, 2003 and other applicableprovisions, if any, of the Companies Act, 1956, Consent of the Members of the Company be and is hereby accorded for the appoint-ment of Ms. Manjit Kaur, a relative (wife) of Mr. Mandeep Singh Wadhwa, Managing Director of the Company, to hold an office ofplace of profit as Vice President (Showroom) in the Company with effect from 11th April, 2011 at a monthly remuneration notexceeding of Rs. 50,000/- (Rupees Fifty Thousand only).”

5. To consider and, if thought fit, to pass the following Resolution, with or without modification(s), as Special Resolution:

“RESOLVED THAT pursuant to Section 314 read with Director’s Relatives (Office or Place of Profit) Rules, 2003 and other applicableprovisions, if any, of the Companies Act, 1956, by way of Special Resolution, Consent of the Members of the Company be and ishereby accorded for the appointment of Mr. Jasmer Singh Wadhwa, a relative (son) of Mr. Inderjeet Singh Wadhwa, Director of theCompany, to hold an office of place of profit as Executive (Domestic Sales) with effect from 14th April, 2011 at a monthly remunerationnot exceeding of Rs. 35,000/- (Rupees Thirty five thousand only).”

6. To consider, and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolution:

“RESOLVED THAT in accordance with the provision of Section 257 and other applicable provision, if any, of the Companies Act, 1956,Mr. Bishan Dass Bhagat, who was appointed as an Additional Director by the Board of Director in their meeting dated 12.08.2011 beand is hereby appointed as a Director of the Company, liable to retire by Rotation.”

By Order of the Boardfor Seasons Furnishings Limited

Place: New Delhi (Prasenjit Kalita)Date: 12.08.2011 Company Secretary

NOTES

1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself / herselfand such proxy need not be a member of the company. proxies in order to be effective must be lodged at the corporate officeof the company not less than 48 hours before the scheduled time of the commencement of the meeting.

2) The Register of Members and Share Transfer Register of the Company will remain closed from 21st September, 2011 to 30th September,2011 (both days inclusive).

3) A Member desirous of getting any information on the accounts or operations of the Company, is requested to forward his / her queriesto the Company at least seven working days prior to the meeting, so that the required information can be made available at themeeting.

4) As per the Clause 49 of the Listing Agreement with the Stock Exchanges, a brief particulars of Mr. I S Wadhwa director of theCompany who is retiring by rotation in the ensuing Annual General Meeting of the Company is given in the Corporate GovernanceReport published with the Annual Report,

SEASONS FURNISHINGS LIMITED 21st Annual Report 2010-11 | 3


5) Members holding shares in physical form, are requested to notify immediately any change in their address and Bank particulars to theCompany or its Share Transfer Agents. In case the shares are held in dematerialized form, this information should be furnisheddirectly, without any delay, to their respective Depository Participants.

6) In all correspondence with the Company, Members are requested to quote their folio number and in case their shares are held in thedematerialized form, they must quote their DP ID and Client ID Number.

7) Members are requested to bring their copies of the Annual Report to the meeting and the Attendance Slip duly filled-in and signed asper the specimen signature recorded with the Company / Depository Participant for attending the meeting.

8) Members who hold shares in dematerialized Form, are requested to write their Client ID and DP ID Nos. and those who hold sharesin physical form are requested to write their Folio Number in the attendance slip for attending the meeting.

9) The Ministry of Corporate Affairs has taken a “Green Initiate in Corporate Governance” by allowing service of notice/documentsincluding Annual Report by email to its members.Those who are holding shares in demat form may register their email address to their respective Depository Participants.Those holding shares in physical form may register their email address with Registrar & Share Transfer Agent of the CompanyM/s Skyline Financial Services Pvt. Limited or to the Company Secretary at [email protected] or corporate office ofthe Company.

By Order of the Boardfor Seasons Furnishings Limited

Place: New Delhi, (Prasenjit Kalita)Date: 12th August, 2011 Company Secretary

EXPLANATORY STATEMENT:

Item No. 3.As per the provision of the section 224 of the Companies Act, 1956 every company is required to appoint Statutory Auditor to hold officefrom the Conclusion of the Annual General Meeting upto the conclusion of the next Annual General Meeting.M/s K. L. Datta and Company, Chartered Accountant, the retiring auditor of the Company has expressed their inability to continue asStatutory Auditor of the Company due to their professional over commitment and has tendered their resignation.The Company has received a notice from member alongwith a draft Resolution u/s 224 of the Companies Act, 1956, proposing the nameof M/s Anuj Garg & Co., Chartered Accountant, New Delhi, informing & signifying his intention for such appointment. In terms of theprovision of section 225 of the Companies Act, 1956, the appointment of Auditors in place of existing Auditors of the Company requires theapproval of General Meeting by way of Ordinary resolution.The Company has already received a certificate from M/s Anuj Garg & Co., Chartered Accountant stating that their appointment, if madewill be within the limits specified in section 224(1B) of Companies Act 1956.

Item No. 4:It is proposed to appoint Mrs. Manjit Kaur Wadhwa as Vice President (Showroom) to look after all the operations including sales and Adminin the Delhi Showroom of the Company at a monthly gross remuneration of Rs. 50,000/- (Rupees Fifty Thousand only) with effect from 11th

April, 2011, subject to the terms & conditions as may be determined and approved by members of the company.In view of the applicability of the provisions of Section 314 of the Companies Act, 1956, the resolution requires prior approval of membersof the company by means of special resolution.No other Directors except Mr. Mandeep Singh Wadhwa and Mr. Inderjeet Singh Wadhwa are concerned or interested in this resolution.

Item No. 5:It is proposed to appoint Mr. Jasmer Singh Wadhwa as Executive (Domestic Sales) to look after all the domestic sales through DealershipNetwork, Franchisees and Distributor(s) of the Company at a monthly gross remuneration of Rs. 35,000/- (Rupees Thirty five thousandonly) with effect from 14th April, 2011, subject to the terms & conditions as may be determined and approved by members of the company.In view of the applicability of the provisions of Section 314 of the Companies Act, 1956, the resolution requires prior approval of membersof the company by means of special resolution.No other Directors except Mr. Mandeep Singh Wadhwa and Mr. Inderjeet Singh Wadhwa are concerned or interested in this resolution.Mr. Jasmer Singh Wadhwa is Bachelor of Commerce from Institute of Integrated Learning in Management, Lodhi Road, New Delhi.

Item No. 6:The Company has received a Notice along with requisite fee from a member under section 257 of the Companies Act, 1956, proposing thecandidature of Mr. Bishan Dass Bhagat as Part-time Director of the Company.Your Directors recommend the resolution for approval of the shareholders.Mr. Bishan Dass Bhagat is interested in this resolution to the extent of his appointment as a Director. No other Director of the Company isconcerned / interested in the proposed resolution.


DIRECTORS’ REPORT

Dear Members,

Your Directors have the pleasure to present their 21st Annual Report along with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your perusal:(Rs./Lacs)

Year Ended Year EndedParticulars

31st March, 2011 31st March, 2010

Total Income 3541.58 3511.99

Expenditures other than Interest Depreciation and Tax 3279.64 3252.15

Earning Before Interest Depreciation and Tax(EBIDTA) 261.93 259.84

Interest and Finance charges 156.52 152.88

Depreciation 55.15 57.22

Profit before tax 50.26 49.73

Provision for Tax 6.91 13.72

Profit after Tax 43.35 36.02

Surplus Brought forward 409.76 373.74

Amount available for appropriation 453.11 409.76

Surplus/(deficit ) carried to Balance sheet 453.11 409.76

The total income of the company during the year stands of Rs. 3541.58 Lacs as against Rs. 3511.99 Lacs in the previous year. The profit before tax during theyear stands of Rs. 50.26 Lacs as against Rs. 49.73 Lacs. The profit after tax during the year stand of Rs. 43.35 Lacs as against Rs. 36.02 Lacs.

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.

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, 2011.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the companies Act 1956 and the Rules there under.

DIRECTORS

Mr. Inderjeet Singh Wadhwa, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment and yourBoard of Directors recommend for the same.

Mr. Lakshmi Narain Gupta, the Non Executive Independent Director of the Company placed his resignation from the position of Directorship w.e.f 10.07.2011due to his personal reasons. The Board appreciates the valuable contribution made by Mr. Lakshmi Narain Gupta during his tenure as Director of thecompany.

Mr. Bishan Dass Bhagat, Special Metropolitan Magistrate, (Retd.), New Delhi has been appointed as Additional Director of the Company by the Board ofDirector at its Meeting dated 12th August, 2011. The Company has received a Notice along with requisite fee from a member under section 257 of theCompanies Act, 1956, proposing the candidature of Mr. Bishan Dass Bhagat as Part-time Director of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 217(2AA) of the Companies (Amendment) Act, 2000, in respect offinancial statements, your directors state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year and of the profit and loss account of theCompany for that period.;


c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS

The Company has received resignation from M/s K L Datta and Company, Chartered Accountants, Statutory Auditor of the Company, informing that due totheir professional over commitment, they are not able to continue as Statutory Auditor of the Company.

The Company also received a notice from a member alongwith a draft Resolution u/s 224 of the Companies Act, 1956, proposing the name of M/s Anuj Garg& Co., Chartered Accountant, New Delhi, informing & signifying his intention for such appointment.

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

The Board recommends appointing of M/s Anuj Garg & Co., Chartered Accountants, as the Statutory Auditors of the Company in place of M/s K L Datta andCompany, Chartered Accountants to hold office of the Auditors from the conclusion of this Annual General Meeting till the conclusion of the next AnnualGeneral Meeting.

AUDITORS REPORT

The Auditors Report to the shareholders is enclosed with the Accounts for the year ended March 31, 2011. There are no adverse qualifications in the auditreport.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be furnished in the Sec. 217(2A) of the Companies Act, 1956 and rules made there under.

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

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988 regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo is given atAnnexure-I to this report.

MANAGEMENT DISCUSSION ANALYSIS

A separate Section on Management Discussion & Analysis is given covering the aspects of Operations and future prospects of the company is given atAnnexure- II to this Report.

CORPORATE GOVERNANCE

Your Company follows principles of effective Corporate Governance to consider the interest of all the stakeholders. The endeavor of your Company is not onlyto comply with regulatory requirements but also to practice Corporate Governance principles that lay a strong emphasis on integrity transparency and overallaccountability. A report on Corporate Governance as per Clause 49 of the Listing Agreement and the certificate from M/s Garima Mahawar & Associates,Company Secretaries, New Delhi is given at Annexure –III as part of the Director’s report

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 & untiring servicesof the employees at all levels, which has contributed to the growth of Companies business.

For and on behalf of the Board of DirectorsSeasons Furnishings Limited

Place : New Delhi (Shri Inderjeet Singh Wadhwa)Dated : 12th August, 2011 Chairman


Annexure-I“FORM- A”

Disclosure of particulars with respect to Conservation of Energya. Conservation of energy:-

Since the company has not undertaken any manufacturing activity this information is not applicable. Still it endeavors to save the energy whereverpossible at all level of operation.

“FORM B”b. Technology Absorption:-

Disclosure of Particulars with respect to technology absorption Research and Development (R&D):

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 ondomestic and international market feedback.

4. Expenditure on R&D

a. Capital NIL

b. Recurring NIL

c. Total NIL

d. Total R&D expenditure as a percentage of total sales NIL

Technology absorption, adoption and innovation:

1. Efforts in brief, made towards technology absorption, NILadaptation and innovation.

2. Benefits derived as a result of efforts e.g. product NILimprovement, cost reduction, product development,import substitution, etc.

3. In case of improved technology imported during thelast 5 years reckoned from the beginning of thefinancial year. N.A.

c. Foreign Exchange Earnings and Outgo:-

The foreign exchange earning/outgo during the year are as under:

Current Year (2010-11) Previous Year ( 2009-10)

Foreign Exchange Earning: 99.84 0.00 Lacs

Foreign Exchange Outgo: 366.5 226.36 Lacs


Annexure –II

MANAGEMENT DISCUSSION & ANALYSISCOMPANY OVERVIEW

Seasons Furnishings Limited (SFL) has been promoted by Late Shri Nanak Singh Wadhwa, Shri Inderjeet Singh Wadhwa, Shri Mandeep Singh Wadhwa andSeasons Textiles Limited in the year 1990. The Company came with its Initial Public Offer in the year 1994. The Employees strength of the Company is around100 and the affairs of the Company are managed professionally. The Company is progressing well under the able leadership of Shri Inderjeet Singh Wadhwaas Chairman and Shri Mandeep Singh Wadhwa as Managing Director of the Company. SFL is a widely held Public Limited company of Seasons Group. Thetotal shareholder base of the Company as on 31st March, 2011 is stand at 4107 and its shares are listed on Stock Exchanges at Mumbai and Chennai.

BUSINESS OVERVIEW

SFL is one of the pioneer company in organized sector which market exclusively designed furnishing fabric, made-ups and life style products to institutionalas well as retail customers. The Company not only sells products but sell a concepts to sell its products’. Seasons Stores also display and sell products whichare complementary on furnishing as whole like wall papers, carpets and furniture etc. Every care is made to provide quality products, service and excellentambience at our outlets. The Company has been regularly participating in fairs and exhibitions to keep itself abreast with the latest trends and customers’taste as also to show case its products. Besides, the Company has its own Design Studio, continuously engaged in creating new and innovative designs. Thein House Design Studio help the company to market its exclusive designed products.

As on date Seasons Furnishings Limited is having pan India presence through its 5 (five) showrooms located in Delhi, Mumbai, Bangalore, Hyderabad andChandigarh and dealers all over the country. Company has also appointed distributor for the sale of its product and to have a better presence in the homefurnishing fabric market in India.

The key financial data of the Company for the year 2010-11 vis-à-vis 2009-10 is as under:

Financials: (Rs. in Lacs)S. As on As on

ParticularsNo. 31.03.2011 31.03.2010

1. Authorized Equity Share Capital 1200.00 1200.00

2. Paid Up Share Capital 639.39 639.39

3. Reserves & Surplus 557.89 514.54

4. Secured & Unsecured Loans 1387.91 1034.90

5. Deferred Tax Liability 164.54 166.94

6. Fixed Assets 500.66 504.42

7. Capital Work in progress 75.33 138.83

8. Sundry debtors 1063.83 1163.70

9. Inventories 1338.56 894.37

10. Net Current Assets 1874.43 1427.22

Operational Results: (Rs./Lacs)

S. Particulars As on As on Increase DecreaseNo. 31.03.2011 31.03.2010 (%) (%)

1. Income from Operations 3531.00 3479.52 1.47

2. Other Income 10.57 32.47 67.44

3. Earning before Interest Depreciation & Tax (EBIDTA) 261.93 259.84 0.80

4. Interest 156.52 152.88 2.38

5. Depreciation 55.15 57.22 3.62

6. Profit before Tax 50.26 49.73 1.06

7. Provision for Tax 6.91 13.72 49.63

8. Net Profit 43.35 36.02 20.35


Comparison chart- Expenditure (Rs. in Lacs)

S. Particulars As on As on Increase DecreaseNo. 31.03.2011 31.03.2010 (%) (%)

1. Purchase 2853.34 2197.22 29.86

3. Administrative and other Overheads 691.88 911.40 24.08

4. Selling and distribution overheads 178.60 310.14 42.41

5. Financial Overheads 156.52 152.88 2.38

6. Depreciations 55.15 57.22 3.62

OUTLOOK:

Home furnishings refer to the different kinds of linen, furniture, fittings, flooring and a plethora of other accessories used for decorating and beautifying ourhomes. It includes a wide range of bedspreads, furnishing fabrics, curtains, rugs, durries, carpets, placemats, cushion covers, table covers, bed spreads,bath linen and much more.

India is one of the leading producers and exporters of home furnishings from bed, bath, kitchen linen to window dressing, carpets and rugs. India is the worldleader in carpet exports, with a 36% market share.

The global home furnishing retail industry is pegged at 502.9 billion $US. Europe has the biggest share of this with 49.3% followed by the US at 22.4% andAsia-Pacific at 20.9% India is becoming the number one supplier in most categories striving to produce eco friendly products. No banned substances areused in production of home furnishings in India.

The domestic market for home furnishing is at 9300 Crores with the organized sector forming just 6% of this. Due to the rising incomes of the middle class,the domestic market has got a big boost in sales. The growth drivers in the domestic segment are the rapid urbanization and retail impetus to the homefurnishing segment.

ISSUES AND RISKS:

COMPETITION

As far as domestic market is concerned the entrepreneurs in unorganized sector in furnishing business have always posed a challenge to the Company.However, we follow the stringent checks on quality and this help us to maintain consistency in the quality of all our products. Like apparels, in homefurnishings too, designs and trends keep changing very fast. The key successes lie in reinventing all the time. We have to introduce new prints, new designsevery day keeping in mind the varied taste of consumers and also to stay ahead of competition.

MANAGEMENT RISK

The Company has a well defined Risk Management Policy to identify major risks and their timely mitigation to protect the present and futures performance ofthe company. The risks are broadly classified as market led business risk, financial risk, change of trends and designs. During the year under review, specialattention was given on managing market led business risk and financial by proper planning of products procurement and controlling inventories. The workingcapital management also received its due attention to reduce rising interest cost.

CAUTIONARY STATEMENT

Investors are cautioned that this discussion contains forward looking reasonable statements that involves risks and uncertainties including, but not limited to,risks inherent in the Company’s growth strategy, government policies, taxation laws, market conditions, dependence on availability of qualified and trainedmanpower and other factors discussed. The discussion and analysis must be read in conjunction with the Company’s financial statements and notes onaccounts.


Annexure-III

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE PHILOSOPHY

Seasons Furnishings Limited remains resolute in its commitment to conduct its business in accordance with the highest ethical standards and soundcorporate governance practices. At Seasons Furnishings Limited, corporate governance practices are based on the principles of integrity, transparency,fairness, independent monitoring and adequate disclosure of the state of affairs of the Company. Adoption of good Corporate Governance practices ensuresaccountability of the persons in the responsible charge of the Company and benefits not just the investors, but also your Company’s customers, creditors,employees and the society at large. It is the Company’s philosophy and strong belief that adhering to such high levels of corporate governance practices goa long way in establishing the credibility of the Company and creates significant long term value for all its stakeholders. The Company’s Corporate Governancephilosophy is based on the fair and transparent disclosure of issues related with the Company’s business, financial performance, and other matters ofstakeholders’ interest.

Securities and Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement of the Stock Exchanges regulates the Corporate Governancenorms in India. The stipulations mandated by Clause 49 became applicable to the Seasons Furnishings Limited subsequent to its public listing on 30th July,2001.

A report on matters relating to Corporate Governance as per Clause 49 of the equity Listing Agreement with the Stock Exchanges is as follows:

BOARD OF DIRECTORS

Composition of Board:

The composition of the Board is in conformity with Clause 49 of the Listing Agreement. The Chairman of the Board is a Non-Executive Director and half of theBoard comprises Independent Non Executive Directors. The management of the Company is headed by the Managing Director who operates under thesupervision and control of the Board. The Board reviews and approves strategy and oversees the actions and results of the management to ensure that thelong-term objectives of enhancing stakeholders’ values are met.

The Board comprises four Directors. The names and categories of Directors, the number of Directorships and Committee positions held by them in otherpublic limited companies are given below. None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5Committees across all the companies in which they are Directors as per the limit set by Clause 49 of the Listing Agreement.

As on 31st March, 2011

Name and designation Whether attended #Directorship *Committee *Committeelast AGM Membership Chairmanship

Mr. Inderjeet. Singh Wadhwa, Non Executive Chairman Yes 1 1 0

Mr. Mandeep Singh Wadhwa, Managing Director Yes 1 2 1

Mr. Girdhar Sharma Harnal, Non Executive Independent Director Yes 0 0 0

**Mr. Lakshmi Narain Gupta, Non Executive Independent Director No 0 0 0

Notes : # Excludes private limited companies, foreign companies and companies registered under Section 25 of the Companies Act, 1956.

* Audit Committee and Shareholder’s Grievance Committee of public company are considered for the purpose of Committee positions as perlisting agreement.

** Mr. Lakshmi Narain Gupta has resigned from the position of directorship w.e.f. 10.07.2011

Independent Directors:

The Non-Executive Independent Directors in the Board of the Company have the requisite qualifications and experience in general corporate management,finance, Marketing, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors while participatingin its decision-making process.

Board Meetings and attendance:

Four Board Meetings were held during the financial year 1st April, 2010 to 31st March, 2011 on 29th May, 2010, 13th August, 2010, 12th November, 2010 and12th February, 2011. The gap between two Meetings did not exceed four months. These Meetings were well attended by the directors as below.


Sl No Name of Directors No of Board Meeting Attended

1 Mr. Inderjeet Singh Wadhwa 3

2 Mr. Mandeep Singh Wadhwa 4

3 Mr. Girdhar Sharma Harnal 4

4 Mr. Lakshmi Narain Gupta 4

Besides this there is policy of the Board to resolve certain issues through resolution by circulation.

Information regarding Directors to be appointed/ re-appointed at ensuing Annual General Meeting as per the requirement of Clause 49 of ListingAgreement with the Stock Exchanges:

a) Mr. Inderjeet. Singh Wadhwa

Date of Birth 28.07.1960

Date of Appointment 08.11.1993

Expertise in Specific Functional Area Production, Marketing, Finance, Management and Administration

Directorship held in other Public Companies Chairman and Managing Director in Seasons Textiles Limited

Chairman/ Member of the Committee of the Board of Directors Member, Audit Committee Member, Investors’ Grievance Committeeof the Company

Chairman/ Member of the Committee of the Board of Directors of Seasons Textiles Limited:Member, Investors Grievance Committeeother Companies.

b) Mr. Bishan Dass Bhagat

Date of Birth 03.07.1940

Date of Appointment 12.08.2011

Expertise in Specific Functional Area Legal, Management and Adminstration

Directorship held in other Public Companies Nil

Chairman/ Member of the Committee of the Board of Nil

Directors of the Company

Chairman/ Member of the Committee of the Board of Nil

Directors of other Companies. Nil

BOARD PROCEDURES:

It has always been the Company’s policy and practices that apart from matters requiring Board’s approval by statute, all major decisions including quarterlyresults of the Company, financial restructuring, Capital expenditure proposals, collaborations, material investment proposals in joint venture/ promotedcompanies, sale and acquisition of material nature of assets, mortgages, guarantees, donations etc. are regularly placed before the Board. This is in additionto information with regard to actual operations, major litigations, feedback reports, information on senior level appointments just below the Board level andminutes of all committee meetings.

The minimum information as required as per Clause 49 of the listing agreement being made available to the Board as and when applicable.

COMMITTEES OF BOARD:

1. AUDIT COMMITTEE:

The terms of reference stipulated by the Board to the Audit Committee are, inter-alia, as contained in clause 49 of the Listing Agreement andSection 292A of the Companies Act, 1956 as follows:

1. Oversight of company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct,sufficient and desirable.

2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation ofaudit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.


4. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section217 of the Companies Act, 1956.

b. Changes. if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgement by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the board for approval.

6. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit functions, if any, including the structure of the internal audit department, staffing and seniority of the officialheading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up thereon.

9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure ofinternal control systems of a material nature and reporting the matter to the board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain anyarea of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in the case of non payment ofdeclared dividends) and creditors.

12. To review the functioning of the Whistle Blower Mechanism, in case the same is existing.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Review of information by Audit Committee

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

Composition and Attendance:

In terms of requirement of section 292A of the Companies Act, 1956 and the Listing Agreement, your Board has constituted an Audit Committee whichpresently consists of Mr. Girdhar Sharma Harnal, as it’s Chairman and Mr. Inderjeet. Singh Wadhwa, and *Mr. Lakshmi Narain Gupta as members of thecommittee.During the financial year ended 31st March, 2011, four Meetings of the Audit Committee were held on 29th May, 2010, 13th August, 2010, 12th November, 2010and 12th February, 2011. Meetings of the audit committee were well attended by the directors as below:

Sl No Name of Directors No of Board Meeting Attended

1 Mr. Inderjeet Singh Wadhwa 3

2 Mr. Mandeep Singh Wadhwa 4

3 Mr. Girdhar Sharma Harnal 4

4 Mr. Lakshmi Narain Gupta 4

*Note: Mr. Lakshmi Narain Gupta has resigned from the position of directorship w.e.f. 10.07.2011

Internal Auditors

The Company has appointed Ashok Kantoor & Co., Chartered Accountants as internal auditors to review the internal control systems of the company and toreport thereon. The reports of the Internal Auditors are reviewed by the Audit Committee on quarterly basis.


2. REMUNERATION COMMITTEE:

The Company constituted remuneration committee with the requirement of the companies Act, 1956. The Committee recommends payment of annualsalaries, commission, service agreements and other employment conditions of the Executive Directors. The Committee fixes the remuneration aftertaking in consideration remuneration practices followed by companies of similar size and standing in the industry. The Committee periodically reviewsand recommends suitable revision in the remuneration package of executive directors to the board.

The Composition of the remuneration committee presently comprises of two directors as its members. All the members of the Committee are independent,non-executive and person of repute and have sound knowledge of management practices.

The constitution of the remuneration committee is as follows:

S. No. Name of Directors Status Category of Membership

1 Mr. Girdhar Sharma Harnal Chairman Independent, Non-executive

3 *Mr. Lakshmi Narain Gupta Member Independent, Non-executive

*Note: Mr. Lakshmi Narain Gupta has resigned from the position of directorship w.e.f. 10.07.2011

Remuneration to Directors:

The Detailed terms of appointment of the Managing Director are governed under board and members resolution. None of the Non Executive directorsdraw any remuneration from the company except sitting fees of Rs. 5000/- for attending each Board and Audit Committee meeting(s) and reimbursementof actual travel expenses for attending the board / Audit Committee Meeting.

The details of remuneration pad to Managing Director.

Name Salary Perquisites & Other benefits Total

Mr. Mandeep Singh Wadhwa Rs. 12,00,000 Rs. 1,44,000 Rs. 13,44,000

Details of remuneration paid to Non Executive Directors:

Non executive Directors are paid by way of sitting fees for each meeting of Board of Directors and Audit committee. The details of remuneration paid tonon Executive Directors during 2009-10 are as under:

Director Sitting Fees

Mr. Inderjeet Singh Wadhwa Rs. 30,000/-

Mr. Girdhar Sharma Harnal Rs. 40,000/-

Mr. Lakshmi Narain Gupta Rs. 40,000/-

Apart from receiving remuneration by way of sitting fees for attending each meeting of the board and audit committee, none of the Non executiveDirector had any pecuniary relationship or transactions with the company during the year ended 31st March, 2011.

3. INVESTORS’ GRIEVANCE COMMITTEE:

Functions

The Board has constituted Committee of two members under the Chairmanship of a Non-executive Director. The Company attends to the investorGrievances/ correspondence expeditiously and usually reply is sent within 10 days of the receipt except in the cases that are constrained by dispute orlegal impediment. To expedite the process of share transfers, the Board of Directors of the company has delegate the power of share transfer to sharetransfer agent.

Composition

The constitution of the Shareholders’/ Investors’ Share Transfer cum Grievance Committee is as under:-

Name of the Members Category

Mr. Inderjeet Singh Wadhwa Chairman (Non-executive Director).

Mr. Mandeep Singh Wadhwa Member (Executive Director).

DETAILS OF SHAREHOLDERS’/INVESTORS’ COMPLAINTS RECEIVED AND ATTENDED

Share holders’ Complaints No

Received during the period from 01.04. 10 to 31.03.11 3

Complaints attended/resolved 3

Pending complaints as on 31.03.11 NIL


GENERAL BODY MEETING

Details of last three Annual General Meetings (AGMs) are given as under:

FINANCIAL YEAR AGM DATE LOCATION DETAILS OF SPECIAL RESOLUTION PASSED

2007-2008 30.09.2008 Multi Purpose Community NILCentre, Khera Khurd,

Alipur Block, Delhi 110 08

2008-2009 30.09.2009 Royal Vatika, Main Bus Stand NILKhera Khurd, Alipur Block - 110082

2009-2010 30.09.2010 Royal Vatika, Main Bus Stand, Khera Khurd, Special Resolution for ReappointmentAlipur Block - 110082 of the Managing Director of the Company

Mr. Mandeep Singh Wadhwa

DISCLOSURE:

i. Related Party transactions

The details of transactions, if any, with related parties are placed before the audit committee on quarterly basis.

ii. Disclosure of Accounting Treatment

The Company is following the Generally Accepted Accounting Policies of the trade which provides a true and fair view of the business of the Company.

iii. Compliance by the Company

The Company has complied with the requirements of the stock exchanges, SEBI and other statutory authorities on all matters related to capitalmarkets during the last three years. No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI or other statutoryauthorities relating to the above.

iv. Management Discussion and Analysis

A management Discussion and Analysis Report form part of the Annual Report and includes a discussion on various matters specified under clause49(IV) (F).

v. Risk Management

The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. The Company has framedthe risk assessment and minimization procedures which are periodically reviewed by the Board.

vi. Declaration By CEO with regard to code of conduct

A certificate from the Managing Director, regarding compliance with the code of conduct by the Directors and the Senior Management Personal hasbeen enclosed at the end of this report.

vii. CEO/CFO Certification

A Certificate from Managing Director on the financial statements of the company has sufficient access to the audit committee of the Board as and whenthey desire.

MEANS OF COMMUNICATION

The quarterly results of the Company are published in leading and widely circulated English/Hindi national like Financial Express, Business standard,Jansatta etc as per the requirements of the Listing agreement with the stock exchange. The results are also faxed to the Stock Exchanges where thecompany is listed. The Financial Results of the Company are also available at the www.bseindia.com The Annual Report of the Company is also sent to allthe members at their registered address.

GENENERAL SHAREHOLDER INFORMATION

i. Annual General MeetingThe 21st Annual General Meeting is Scheduled as under:-Date: Friday, 30th September, 2011Time: 10.30 A.M.Venue: Royal Vatika, Main Bus Stand, Khera Khurd, Alipur Block,Delhi – 110 082

ii. Book Closure Period21st September, 2011 to 30th September, 2011 (both days inclusive)


iii. Listing on Stock Exchanges

Your Company is presently listed at Bombay Stock Exchange Limited, and Madras Stock Exchange Limited.

Sl. No. Name Of Stock Exchange Stock Code/ISIN No

1 Bombay Stock Exchange 5211822 Madras Stock Exchange SEASONSFURN3 ISIN NO INE454D01015

Listing Fee for the year 2010-2011 has been paid on due date to the All the stock exchanges where the shares of the company are listed.

iv. Month wise Share Prices on BSE:

The table mentioned herein below gives the monthly high and low closing price quotations traded at BSE for the fiscal year 2010-2011.

Date High (RS.) Low (RS.) Close (Rs.)

April 2010 8.34 5.68 7.87

May 2010 8.74 6.05 6.36

June 2010 7.67 6.19 6.28

July 2010 7.84 6.20 7.45

August 2010 8.45 6.75 7.40

September 2010 9.28 6.69 9.28

October 2010 14.36 9.28 9.28

November 2010 9.70 6.66 7.33

December 2010 7.74 6.50 7.24

January 2011 9.00 6.52 6.79

February 2011 7.74 5.37 5.56

March 2011 6.47 4.70 5.55

v. Shareholding Pattern as on 31st March, 2011

Category of Shareholders No of Shares held Percentage of Shares Held

Promoters 810100 12.67

Financial Institutions 400 0.01

Foreign institutional Investors 0 0

Bodies Corporate 1473414 23.04

NRIs/OCBs/Foreign Nationals 26232 0.41

Indian Public 4083754 63.87

Total 6393900 100

vi. Compliance Officer

Mr. Prasenjit Kalita, Company Secretary cum Compliance Officer

vi. Common Agency for Share Transfers and Electronic Connectivity:Skyline Financial Services (P) LimitedD-153 A, Okhla Industrial Area,Phase - I, New Delhi - 110 020Tel: 011-26812682,83Fax:011-26812684E-Mail ID: [email protected]

vii. Share Transfer System.

Trading in equity shares of the Company through recognized stock exchanges is permitted only in dematerialized form. Shares sent for transfer inphysical form are registered and returned within a period of thirty days from the date of receipt of the documents, provided the documents are valid andcomplete in all respects.


viii. The Distribution Schedule as on 31st March, 2011 is as under:

Shareholding of Number of shareholders % to Total No. of Shares % to Totalnominal value of Rs.

Up To 500 3120 75.97 678907 10.62

501 To 1000 535 13.03 449923 7.04

1001 To 2000 184 4.48 306047 4.79

2001 To 3000 75 1.83 193616 3.03

3001 To 4000 29 0.71 106460 1.67

4001 To 5000 35 0.85 168630 2.64

5001 To 10000 57 1.39 433238 6.78

10001 and above 72 1.75 4057179 63.45

TOTAL 4107 100.00 6393900 100

ix. Dematerialization of Shares

The equity shares of the company are eligible for dematerialization. As on 31st March, 2011, the no. of shares held in dematerialized are given asunder:

Name of Depository Number of Shares % of total Issued Capital

National Securities Depository Limited 3515020 54.97

Central Depository Services (India) Limited 1033152 16.16

x. Address for correspondence

Seasons Furnishings Limited.B-18, Sector-5,Noida 201301 U PTel. Nos (0120) 4690000Fax Nos (0120) 4351485


DECLARATION OF CODE OF CONDUCT BY MANAGING DIRECTOR

I, Mandeep Singh Wadhwa, Managing Director of M/s Seasons Furnishings Limited hereby declares that all the members and senior managerial personalhave affirmed for the year ended on March 31, 2011 compliance with the code of conduct of the company laid down for them.

(Mandeep S. Wadhwa)Managing Director

Place : NEW DELHI

Date : 12.08.2011

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

ToThe membersSeasons Furnishings Limited.

We have examined the compliance of conditions of corporate governance by Seasons Furnishings Limited, for the year ended on 31st March 2011, asstipulated in clause 49 of the Listing agreement of the said company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementationthereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditionsof the Corporate Governance as stipulated in the above mentioned listing Agreement.

We stated that no investor grievance is pending for a period exceeding one month against the company.

We further State that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effectiveness with which themanagement has conducted the affairs of the Company.

M/s Garima Mahawar & AssociatesCompany Secretaries

(Ms. Garima Mahawar)

CP No. 8591

Place : New Delhi

Date : 12.08.2011


AUDITORS’ REPORTTo,The MembersSeasons Furnishings Limited

1. We have audited the attached Balance Sheet of SEASONS FURNISHINGS LIMITED as at 31st March, 2011, the Profit and Loss Account and also thecash flow statement for the year ended on that date annexed thereto. We also state that these financial statements are the responsibility of theCompany’s management and our responsibility is to express an opinion on these financial statements based on our audit.

2. As far as the scope and basis of our opinion, we state that we have conducted our audit in accordance with auditing standards generally accepted inIndia and obtained reasonable assurance about whether the financial statements are free of material miss statements. Our audit includes, wherevernecessary, examining on a test basis, the evidence supporting the amounts and disclosures in the financial statements and also including assessingadherence to the accounting principles and significant estimates made by management, as well as evaluating the overall financial statement presenta-tion. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the CompaniesAct, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further our comments on the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of books;

(c) The Balance Sheet , Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) The Balance sheet, profit and loss account and the cash flow statement dealt with by this report comply with the accounting standards referredto in sub section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, wereport that none of the Directors is disqualified as on 31st March, 2011 from being appointed as Director in terms of clause (g) of sub-section (1)of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required bythe Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011

(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

(iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For K. L. Datta & Co.Chartered Accountants

Place : New Delhi V. K. DATTADate : 28Th May, 2011 Partner

Membership No.400-70466


ANNEXURE TO THE AUDITOR’S REPORT(Referred to in paragraph 1 of our report of even date)

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management according to a programme of periodic verification in a phased manner andaccordingly relied there upon by us, which in our opinion is reasonable having regard to the size of the company and nature of fixed assets. Nomaterial discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of the fixed assets during the current year.

2. (a) The inventory has been physically verified by the management and the Internal Auditor of the Company at regular interval during the year andaccordingly relied thereupon by us.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by themanagement and the internal auditors are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us the method of valuation of inventory is in accordance with the normallyaccepted accounting principles and the basis of valuation of stock is same as in the preceding year.

(d) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the bookrecords have been dealt with in the records of inventory.In our opinion and according to the information and explanation given to us the methodof valuation of inventory is in accordance with the normally accepted accounting principles and the basis of valuation of stock is same as in thepreceding year.

3. The Company has neither granted nor taken any loans to and from Companies, firms or other parties covered in the register maintained under section301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is generally adequate internal control procedure commensurate withthe size of the Company and nature of its business, for the purchase of inventory and fixed assets and with regard to the sale of goods. During thecourse of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the registermaintained under section 301 have been so entered.

(b) According to the information and explanations given to us, the transactions referred to under sub clause (a) above which exceedRs. 5,00,000/- in each case have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the provisions of section 58A and 58AA of the Companies Act, 1956 andthe Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits, are not applicable to this company. We have been informed that noorder has been passed by the Company Law Board in this regard.

7. In our opinion, the Company has an internal audit system which, in our opinion, is commensurate with its size and nature of its business.

8. The Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of theCompanies Act, 1956.

9. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees’State Insurance, Income Tax, Sales Tax, Customs Duty, Service Tax, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Fringe Benefits Tax, SalesTax, Customs Duty, Service Tax and Cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date theybecame payable.

c) According to the records of company, there are no dues outstanding of Sales tax, Income tax, Fringe Benefits Tax, Customs duty, Service Tax orCess on account of any dispute except as mentioned below. The company has informed us that it has deposited the disputed dues in respect toassessment u/s 158BC of the Income Tax Act,1961 as per detail below:

Name of the Nature of dues Amount (Rs.) Period to which Forum wherestatute the amount relates dispute is pending

Income Tax Act, 1961 Demand U/s 158 BC 10,53,405/- (Deposited) 01-04-95 to 01-11-01 I.T.A.T, Delhi

In our opinion and according to the information and explanation given to us, no personal expenses have been charged to revenue account except thecontractual obligation.

10. The Company has no accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year or in theimmediately preceding financial year therefore the provisions of Sick industrial Companies (Special Provisions) Act, 1985 does not apply to thecompany.


11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financialinstitutions or banks. The Company has no debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledging of shares, debentures and other securities and thereforethe question of maintenance of documents and records in respect thereof does not arise.

13. The Company is not a chit fund, nidhi, mutual benefit or a society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor’s Report) Order,2003 is not applicable to the Company.

14. The Company is not dealing in shares, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’sReport) Order, 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanation given to us, the terms and conditions on which the Company has given guarantees forloan taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

16. In our opinion, the term loans taken during the year have been applied for the purpose for which the loans were taken.

17. According to the information and explanations given to us and an overall examination of the Balance Sheet and cash flow statement of the company, wereport that no funds raised on short-term basis have been used for long term investments.

18. During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained undersection 301 of the Companies Act, 1956.

19. The Company has not issued or raised money through debentures.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during theyear.

For K. L. Datta & Co.Chartered Accountants

Place : New Delhi V. K. DATTADate : 28Th May, 2011 Partner

Membership No.400-70466

FRN 001127C


BALANCE SHEET AS AT 31st MARCH, 2011

(RS.)

AS AT AS ATSCHEDULE

31ST MARCH, 2011 31ST MARCH, 2010

SOURCES OF FUNDSShareholders’ Fund

Share Capital 1 63939000 63939000Reserves & Surplus 2 55789541 51454348

Loan FundsSecured Loans 3 137664918 100813419Unsecured Loans 4 1126473 138791391 2676767 103490186Deferred Tax Liability --------------------------------------------------------------------------------------------------------------------- 16454075 --------------------------------------------------------------------------------------------------------------------- 16694705

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 274974007 235578239

============================ ============================

APPLICATION OF FUNDSFixed AssetsGross Block 5 120034402 115239590Less Depreciation 69968494 64797394NET BLOCK --------------------------------------------------------------------------------------------------------------------- 50065908 --------------------------------------------------------------------------------------------------------------------- 50442196Capital Work in Progress 7533294 13883294

CURRENT ASSETS, LOANS & ADVANCESInventories 6 133856256 89437281Sundry Debtors 7 106383291 116370274Cash & Bank Balances 8 1726532 3724043Loans & Advances 9 38501822 39496550

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------280467901 249028148

Less Current Liabilities & Provisions 10Current Liabilities 92677367 106272379Provisions 346865 32947

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------93024232 187443669 106305326 142722822

NET CURRENT ASSETSMISCELLANEOUS EXPENDITURE 11 29931136 28529927(To the extent not written off or adjusted)

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 274974007 235578239

============================ ============================NOTES ON ACCOUNTS AND ACCOUNTING POLICY 18

As per our Separate Report of even date attached

For K. L. Datta & Co. For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/- Sd/-V.K.Datta Inderjeet S. Wadhwa Mandeep S. Wadhwa Prasenjit KalitaPartner Chairman & Director Managing Director Company SecretaryMembership No. 400-70466Firm Regn No. 001127C

Place : New DelhiDate : 28th May, 2011


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2011

(RS.)

YEAR ENDED YEAR ENDEDSCHEDULE

31ST MARCH, 2011 31ST MARCH, 2010

INCOME

Income From Operation 12 353100498 347952133

Other Income 13 1057593 3247168

Increase/(Decrease) in stock 14 44418975 16662090--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

TOTAL 398577066 367861391============================ ============================

EXPENDITURE

Purchases 285333842 219722931

Administrative & Other Overheads 15 69188885 91140127

Selling & Distribution Overheads 16 17860653 31014129

Financial Overheads 17 15652166 15288140

Depreciation 5515049 5722151--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

TOTAL 393550595 362887478============================ ============================

Profit before tax 5026471 4973913

Less Provision for Tax 931908 768470

Less Provision for Deferred Tax (240630) 603499691278 1371969

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------Net Profit after tax 4335193 3601944

Surplus brought forward from previous year 40976690 37374746

Amount available for appropriation 45311883 40976690--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

Profit carried to Balance Sheet 45311883 40976690============================ ============================

Earning Per Share 0.68 0.56

NOTES ON ACCOUNTS AND ACCOUNTING POLICY 18

As per our Separate Report of even date attached


Sd/- Sd/- Sd/- Sd/-V.K.Datta Inderjeet S. Wadhwa Mandeep S. Wadhwa Prasenjit KalitaPartner Chairman & Director Managing Director Company SecretaryMembership No. 400-70466Firm Regn No. 001127C



SCHEDULES ‘1’ TO ‘11’ ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2011(Rs.)

AS AT AS AT31st MARCH, 2011 31st MARCH, 2010

SCHEDULE - 1 : SHARE CAPITAL

AUTHORISED

1,20,00,000 Equity Shares of Rs.10/- each 120000000 120000000(Previous year 12000000 equity shares)

ISSUED, SUBSCRIBED AND PAID-UP6393900 Equity shares ofRs.10/- each allotted for cash 63939000 63939000(Previous year 6393900 Equity shares)

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 63939000 63939000

============================ ============================

SCHEDULE - 2 : RESERVES & SURPLUS

Capital Reserve 8901540 8901540General Reserve 1576118 1576118Surplus in Profit & Loss A/c 45311883 40976690

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 55789541 51454348

============================ ============================

SCHEDULE - 3 : SECURED LOANS

(A) TERM LOANSFROM BANKS/COMPANIES*Kotak Mahindra Prime Ltd 8803502 4603825IDBI Bank Ltd 10333344 18333336ICICI Bank Ltd 31208825 0

(B) Working Capital (CC) Loan/Limit From IDBI Bank Ltd.** 87319247 77876258--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

TOTAL 137664918 100813419============================ ============================

SCHEDULE - 4 : UNSECURED LOANS

SHORT TERM LOANSLoan from Bank & Companies 0 0Others 0 0

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 0 0

============================ ============================OTHERSLoan from Bank & Companies 126473 1676767Others 1000000 1000000

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 1126473 2676767

============================ ============================--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

TOTAL UNSECURED LOANS 1126473 2676767============================ ============================

* Term Loans from Banks/Companies are secured against hypothecation of respective fixed assets purchased under the agreement.

** The Cash Credit limit is secured against hypothecation of stock inventory & book debts and first charge over property No GF-1, G2,BF-1and B-2 located at 26 Feroze Gandhi Road,Lajpat Nagar, New Delhi besides personal guarantee of the Directors and CorporateGuarantee of Seasons Textiles Limited



SCHEDULE - 6 : INVENTORIES

Inventories as taken, valued & certified by ManagementFinished Goods 133856256 89437281

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------133856256 89437281

============================ ============================

SCHEDULE - 7 : SUNDRY DEBTORS

(Unsecured but Considered Good)Debts Outstanding for a period exceedingSix Months 45953414 49811971Other Debts 60429877 66558303

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------106383291 116370274

============================ ============================

SCHEDULE - 8 : CASH AND BANK BALANCES

Cash In Hand 1359376 139776Cash at Bank 367156 3584267(with Scheduled Banks in Current Account) --------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

1726532 3724043============================ ============================

SCHEDULE 5 : FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

AS AT ADDITIONS DELETIONS AS AT AS AT FOR THE WRITTEN AS AT AS AT AS ATS. DESCRIPTION 01/04/2010 31/03/2011 01/04/2010 YEAR BACK 31/03/2011 31/03/2011 31/03/2010No. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)

1 BUILDING 14932329 0 14932329 1799829 243398 0 2043227 12889102 13132500

2 TEMP. MODIFICATION 28929434 0 0 28929434 21851498 1068455 0 22919953 6009481 7077936/ INTERIORS ON LEASEPREMISES

3 DATA PROCESSING 7617860 317135 0 7934995 5285862 851950 0 6137812 1797183 2331998EQUIPMENT

4 ELECTRICAL INSTALLATION 5565500 0 0 5565500 2381317 262602 0 2643919 2921581 3184183& FITTING

5 GENERATORS 838509 0 0 838509 509815 39830 0 549645 288864 328694

6 OFFICE EQUIPMENTS 3790659 169261 13640 3946280 1316647 180265 0 1496912 2449368 2474012

7 FURNITURE & FIXTURE 7591827 0 0 7591827 4505601 456266 0 4961867 2629960 3086226

8 PLANT & MACHINERY 18607991 0 0 18607991 12386164 883881 0 13270045 5337946 6221827

9 REFRIGERATION & 5048392 85550 0 5133942 2246981 241305 0 2488286 2645656 2801411AIR CONDITIONING

10 DESIGNING SOFTWARE 8475162 0 0 8475162 8414199 45810 0 8460009 15153 60963

11 VEHICLE 13841927 5451509 1215003 18078433 4099482 1241287 343950 4996819 13081614 9742445

TOTAL 115239590 6023455 1228643 120034402 64797394 5515049 343950 69968494 50065908

Previous Year 118828754 4293743 7882907 115239590 61479975 5722151 2404732 64797394 50442195

CAPITAL WORK IN PROGRESS 7533294 13883294


(Rs.)


SCHEDULE - 9 : LOANS & ADVANCES

(Unsecured but considered good for which the company

holds no security other than the debtors personal security

unless otherwise stated)

Advances recoverable in cash or in kind or for value to be received

Exceeding Six months 16354613 16308546

Others 16417722 6498957--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

Total 32772335 22807503============================ ============================

Security Deposits

With Director/Keymanagement Person 1275467 1275467

(The Maximum Amount Due Rs. 1275467/-)

Others 4454020 15413580--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

Total 5729487 16689047============================ ============================--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

38501822 39496550============================ ============================

SCHEDULE - 10 : CURRENT LIABILITIES & PROVISIONS

CURRENT LIABILITIES

Sundry Creditors

a) Total outstanding due to small scale 0 0

industrial undertakings

b) Total oustanding due to creditors other 53937638 62783166than small scale industrial undertakings

Other Liabilities 38739729 92677367 43489213 106272379--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

PROVISIONS:

a) Provisions for Taxation 931908 768470

Less Pre-Paid Taxes 585043 346865.00 735523 32947.00--------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 93024232 106305326

============================ ============================

SCHEDULE - 11 : MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)

Deferred Revenue Expenditure 29931136 28529927--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------

29931136 28529927============================ ============================


SCHEDULES ‘12’ TO ‘17’ ANNEXED TO AND FORMING PART OF PROFIT AND LOSS ACCOUNT FOR THE YEARENDED 31st MARCH, 2011

(Rs. In Lacs)

YEAR ENDED YEAR ENDED31st MARCH, 2011 31st MARCH, 2010

SCHEDULE - 12 : INCOME FROM OPERATIONSSALES 348965564 343781387INCOME FROM OPERATION 4134934 4170746

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 353100498 347952133

============================ ============================

SCHEDULE - 13 : OTHER INCOMESProfit on Sale of Assets 0 2486923Interest 701281 728259Service & Other Income 356312 31986

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 1057593 3247168

============================ ============================

SCHEDULE - 14 : INCREASE IN STOCKStock at CloseFinished Goods 133856256 89437281Less Stock at CommencementFinished Goods 89437281 72775191

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------Increase/(Decrease) in Stock 44418975 16662090

============================ ============================

SCHEDULE - 15 : ADMINISTRATIVE & OTHER OVERHEADSAudit Fee 96480 88240Internal Audit Fees 336565 236995Charity & Donation 126050 125600Communication Expenses 1667098 2426520Contribution to provident Fund & Others 1522136 2038246Deferred Revenue Expenditure Written Off 6556375 6556375Directors Remuneration 1200000 1116000Directors Sitting Fees 110000 190000Electricity Expenses 1310542 1659389Freight and Cartage 446839 278290Festival Expenses 33798 68898Insurance Expenses 516781 894588Legal & Professional Expenses 1494729 1913782Listing Fees 61232 71882Loss on Sale of Fixed Assets 539853 1082483Miscellaneous Expenses 554581 1576996Office & Others Running & Maintenance 1338397 1379853Printing & Stationery 450813 877267Recruitment Expenses 43017 4797Rent 26052759 29700599Rates & Taxes 89967 16980Repair & Maintenance of Building 1418020 4582109Repair & Maintenance of Plant & Machinery 329966 1228665


(Rs. In Lacs)


Salaries & Perquisites 15410547 24351415Security Service Charges 1062591 1164100Staff Welfare 564858 761123Sundry Balances Written Off 909217 911554Travelling & Conveyance Expenses 3177467 3599006Uniform Expenses 53910 99457Vehicle Running & Maintenance 1714297 1996679Loss on fire claim 0 142239

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 69188885 91140127

============================ ============================

SCHEDULE - 16 : SELLING & DISTRIBUTION OVERHEADSAdvertisement & Publicity 1248263 4606150Commission on Sale 2570801 2531949Designing Expenses 4241 19959Freight & Cartage 3474207 2825621Packing Material 3442789 3186124Sales Promotion 1055542 3455348Sampling Expenses 657058 5039884Service Charges (On Credit Card) 373411 593091Tailoring / Fabrication 565148 754266Discount 4469193 8001737

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 17860653 31014129

============================ ============================

SCHEDULE - 17 : FINANCIAL OVERHEADSInterest on Working Capital Loan 10044757 9234513Interest to others 4781047 4975222Bank Charges/Commission 826362 1078405

--------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------TOTAL 15652166 15288140

============================ ============================


SCHEDULE 18 : ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2011

I. SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Preparation of Financial Statements:

The Financial Statements have been prepared under the historical cost convention on accrual method of accounting, in accordance with, the generallyaccepted accounting principles in India, mandatory Accounting Standard notified by the Companies (Accounting Standards) Rules, 2006 and therelevant provisions of the Companies Act, 1956,

B. Use of Estimates:

The presentation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on thedate of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual resultsand estimates are recognized in the period in which the results are known/materialzed.

C. Fixed Assets:

1) Fixed Assets including intangible assets are stated at cost of acquisition (net of Cenvat & VAT, wherever applicable), inclusive of freight, dutiesand other directly attributable costs, less depreciation.

2) i) Depreciation on all fixed assets is provided on straight line method at the rate specified in schedule XIV of the Companies Act, 1956 or atrates arrived at on the basis of the balance useful lives of the assets based on technical evaluation/revaluation of the related assets,whichever is higher, on pro-rata basis.

ii) On assets sold, discarded, etc. during the year, depreciation is provided upto the date of sale/discard.

D. Investments

Long Term investments are valued at cost. The cost of investment includes acquisition charges such as brokerage, fees and duties. Provision fordiminution in the value of long term investment is made only if such a decline is other than temporary in the opinion of management. Current investmentare valued at lower of cost or net realizable value.

E. Inventories

Inventories are valued as under:

1) Raw Material, WIP, Stores, Spares & Packing Material:

• At cost or net realizable value whichever is lower. Cost is arrived at on first-in-first-out (FIFO) basis.

2) Finished Products:

• At cost of production or market value whichever is lower. Cost of production is arrived at on standard cost basis.

F. Foreign Currency Transactions

1) Transactions in Foreign currencies are recorded on initial recognition at the exchange rate prevailing on the date of the transaction.

2) All foreign currency liabilities and monetary assets are stated at the exchange rate prevailing at the date of the Balance Sheet except whereforward exchange cover is obtained and the loss or gain is taken to the Profit & Loss account as exchange fluctuation.

3) In respect of the forward contracts, the difference between the forward rate and the exchange rate at the date of transaction is recognized asincome or expense and is spread over the life of the contract.

G. Revenue Recognition

1) Consignment SalesThe consignment sales have been accounted for on sales effected by the consignee.

2) Other SalesSales are accounted for net of Excise Duty, CST and VAT. Sale of products are recognized on transfer of property in goods as per agreed terms.

3) Other IncomesAll income items in all material aspects having bearing on the financial statement are recognized on accrual basis.

H. Provisions and Contingent Liabilities

1) Provisions are recognized for liabilities that can be measured by using a substantial degree of estimation, if.

a) the Company has present obligation as a result of a past event;

b) a probable outflow of resources embodying economic benefits is expected to settle the obligation; and

c) the amount of obligation can be reliable estimated.


2) Contingent liability is disclosed in the case of:

a) a present obligation arising from a past event when it is not probable that an outflow of resources embodying economic benefits will berequired to settle the obligation, or,

b) a possible obligation, unless the probability of outflow of resources embodying economic benefits is remote.

I. Employees’ Benefits

1) Short term employee benefits are recognized as expense in the Profit & Loss Account of the year in which service is rendered.

2) Company’s contributions to Provident Fund and other Funds during the year are charged to Profit and Loss Account.

3) Provision for retirement gratuity & leave encashment are determined and made in accordance with the relevant laws by assuming that benefitsare payable to all employees at the year end and are charged to Profit & Loss Account.

J. Taxation

Provision for tax is made for both current and deferred taxes. Provision for current income-tax is made on the current tax rates based on assessableincome. The Company provides for deferred tax based on the tax effect of timing differences resulting from the recognition of items in the financialstatements and in estimating its current tax provision. The deferred tax assets is recognized and carried forward only to the extent that there is areasonable certainty that the assets will be realized in future.

K. Borrowing Costs

Borrowing costs that are attributable to the acquisition of or construction of qualifying assets are capitalized as part of the cost of such assets. Aqualifying assets is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged torevenue.

L. Lease

1) Operating: Lease of assets under which significant risks and rewards of ownership are effectively retained by the lessor are classified asoperating leases. Lease payments under an operating lease are recognized as expense in the Profit & Loss Account, on straight line basis overthe lease term.

2) Finance: Lease assets acquired on which significant risks and rewards of ownership effectively transferred to the Company are capitalized atlower of fair value or the amounts paid under such lease arrangements. Such assets are amortized over the period of lease.

M. Impairment of Assets

At each Balance Sheet date an assessment is made whether any indication exists that an asset has been impaired, if any such indication exists, animpairment loss, i.e. the amount by which the carrying amount of an asset exceed its recoverable amount is provided in the books of account.

N. Earning Per Share

The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax as per Accounting Standard-20 on “Earning per share”,issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number ofshares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutiveequity shares unless the effect of the potential dilutive share is anti-dilutive.

O. Provision For Doubtful Debts

The company does not make provision for doubtful debts, and follow the practice of writing off bad debts, as and when determined.

II. NOTES ON ACCOUNTS

1. The closing stock have been physically taken, valued and certified by the management.\

2. Instalments Paid within the year to Banks and NBFCs Rs. 1,48,34,140/- (Previous year – Rs. 2,17,71,026/-)

3. Deferred Revenue Expenditure of Rs.65,56,375/-(previous year Rs. 65,56,375/-) has been amortized during the year.

4. In compliance of As-11 and accounting policy, the foreign exchange transaction in respect to purchase of material have been accounted for on the basisof exchange rate applied by custom authorities prevailing on the date of bill of entry.

5. Payment to Directors by way of Remuneration\Payments made or provided during the fy to Directors as Managerial rem under sec 198 of the Act paid or payable during the year is as under: -

PARTICULARS YEAR ENDED YEAR ENDED31st MARCH, 2011 31st MARCH, 2010

Salary 12,00,000 11,16,000

P.F. and other funds 1,44,000 1,33,920

Total 13,44,000 12,49,920


Computation of profit under section 349 of the Companies Act,1956 (Rs. In Lacs)


Profit before taxation as per profit and loss account 50.26 49.74

Add : Directors remuneration 13.44 12.50

Directors sitting fees 1.10 1.90

Loss on sale of Assets 5.40 10.82

Less: Profit on Sale of Assets 0 19.94 24.87 0.35

Total 70.20 50.09

6. Payment made to Auditors:Payment made to and the provisions made for auditors in various capacities during the year are as follows : -


For Statutory Audit 72,360 66,180

For Tax Audit 24,120 22,060

Total 96,480 88,240

7. Previous Year figures have been re-arranged, re-grouped and recasted where every necessary to conform to this year’s presentation.

8. Expenditure In Foreign Currency:-

Foreign Travelling – Rs.5.85 Lacs (Previous year – Rs. 3.83 lacs)

9. Value of Import on CIF Basis

Purchase of Fabrics Rs.360.65 Lacs (Previous Year Rs. 222.53 Lacs)

10. Earning in Foreign Currency: Rs.99.84 (Lacs) (Previous Year Rs. 0.00.)

11. Contingent Liabilities:

Contingent Liabilities not provided for in respect of guarantee given by the company to Canara Bank amounting to Rs.575.88 lacs (Previous yearRs.575.88 lacs) in respect of loans to Seasons Textiles Ltd.

12. Capital work in progress includes advances for expansion projects/modification of existing Projects and purchase of assets.

13. Various debit and credit balances appearing in the various heads remain unconfirmed by the respective parties. Necessary adjustment, if any, willbe made in the books of account as and when the statements of account/balance confirmation are received from the parties.\

14. Related Party DisclosuresDisclosure as required by the Accounting Standard– 18 “Related Party Disclosures” are given below1) List of Related parties2) Associate Companies : Seasons Textiles Ltd

Key Management personnel : Inderjeet S Wadhwa and Mandeep S Wadhwa

Relatives : Tej Kaur,


3) Transaction with related parties (Rs./Lacs)

NATURE OF TRANSACTIONS YEAR ENDED 31st MARCH, 2011 YEAR ENDED 31st MARCH, 2010

Associate Key Relatives Associate Key Relativescompanies Management companies Management

Personnel Personnel

1 Sales and other income 29.82 — — 2.31 — —

2 Purchases 1610.84 — — 880.91 — —

3 Expenditure on services — 4.68 6.60 — 4.68 6.60

4 OutstandingBalancesDebtors 386.48 — — — —Creditors — — 480.34 — —

5 Security deposits — 7.05 5.70 — 7.05 5.70

6 Managerial Remuneration — 13.44 — — 12.50 —

15. In terms of AS-28 and as certified by the management, there is no impairment of Fixed Assets of the Company

16. Deferred Tax:In accordance with AS – 22, the deferred tax Assets (on account of timing difference) for the current year amounting to Rs. 2.41 lacs(Previous year Deferred Tax Liability Rs. 6.04 Lacs) has been created and accordingly credited in the Profit & Loss Account.

17. Basic and Diluted Earning per share (EPS) (Rs.)


Profit available to equity shareholders 43,35,193 36,01,944

Weighted average number of Equity shares 63,93,900 63,93,900

EPS (Basic and diluted) Rupees per share 0.68 0.56Nominator Value of Share Rs. 10 Rs. 10

18. As per information available with the company and explained by the Management there was no small scale industrial undertakings as definedunder section 3 (j) of the Industries (Development & Regulation) Act, 1951 to whom the Company owe any sum together with interest outstandingfor more than 45 days.

19. Additional information required by Para 3 to (4D) of Part 2 of Schedule VI to the Companies Act, 1956 is as under

PARTICULARS UNIT YEAR ENDED YEAR ENDED31st MARCH, 2011 31st MARCH, 2010

Qty. (Amount Rs.) Qty. (Amount Rs.)

a) Particulars in respect of opening stock

1. Furnishing Fabrics Mtrs. 2,22,210 8,10,18,423 1,53,635 6,53,15,405

2. Other Furnishing Items 84,18,858 74,59,786

8,94,37,281 7,27,75,191

b) Particulars in respect of purchase


2. Other Furnishing Items 70,35,032 5,44,46,651

28,53,33,842 21,97,22,931


PARTICULARS UNIT YEAR ENDED YEAR ENDED31st MARCH, 2011 31st MARCH, 2010

Qty. (Rs.) Qty. (Rs.)

c) Particulars in respect of Sales


2. Other Furnishing Items 2,59,86,199 4,76,95,232

34,89,65,564 34,37,81,387

d) Particulars in respect of Closing stock


2. Other Furnishing Items 1,99,43,449 84,18,858

13,38,56,256 8,94,37,281

Note : Quantitative break up for sales are given for items, which individually in value are more than 10% of total sales

20. Segmental Information: -

The Company has one business segment of Textiles only. The company operates in business from India, therefore, there is only one business andgeographical segment.

As per our Separate Report of even date as annexed hereto.


Sd/- Sd/- Sd/- Sd/-V.K.Datta Inderjeet S. Wadhwa Mandeep S. Wadhwa Prasenjit KalitaPartner Chairman Managing Director Company SecretaryMembership No. 400-70466FRN 001127C



CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THE YEAR ENDED 31st MARCH, 2011(Rs. In Lacs)


A CASH FLOW FROM OPERATING ACTIVITIESNET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS 5,026,471 4,973,913ADJUSTMENT FORDEPRECIATION 5,515,049 5,722,151INTEREST INCOME (701,281) (728,259)LOSS ON SALE OF FIXED ASSETS 539,853 1,082,483PROFIT ON SALE OF ASSETS 0 (2,486,923)MISCELLANEOUS EXPENDITURE WRITTEN OFF (1,401,209) 3,141,317INTEREST/FINANCE CHARGES 15,652,166 19,604,578 15,288,140 22,018,909

--------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 24,631,049 26,992,822ADJUSTMENT FORTRADE AND OTHER RECEIVABLES 10,981,712 346,634INVENTORIES (44,418,975) (16,662,090)TRADE PAYABLES (13,595,012) (47,032,275) 8,135,680 (8,179,776)

--------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------CASH GENERATED FROM OPERATION (22,401,226) 18,813,046INTEREST/FINANCE CHARGES PAID (15,652,166) (15,288,140)DIRECT TAXES PAID (617,990) (1,382,289)

--------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------(16,270,156) (16,670,429)--------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------

NET CASH OPERATING ACTIVITIES (38,671,382) 2,142,617

B CASH FLOW FROM INVESTING ACTIVITIESPURCHASE OF FIXED ASSETS 326,545 (3,093,743)SALE OF FIXED ASSETS 344,840 6,882,615INTEREST RECEIVED 701,281 728,259

--------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------NET CASH USED ON INVESTING ACTIVITIES 1,372,666 4,517,131

C CASH FLOW FROM FINANCING ACTIVITIESPROCEEDS FROM BORROWINGS 50,135,345 13,963,042REPAYMENT OF BORROWINGS (14,834,140) 35,301,205 (21,771,026) (7,807,984)

--------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------NET INCREASE IN CASH AND CASH EQUIVALENTS (1,997,511) (1,148,236)OPENING BALANCE OF CASH AND CASH EQUIVALENTS 3,724,043 4,872,279CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 1,726,532 3,724,043

NOTES:(1) Cash and cash equivalents comprises of cash, bank balances and short term deposits.(2) Additions to fixed assets are stated inclusive of movements of Capital Work-in-Progress.

For and on behalf of the Board

Inderjeet S. Wadhwa Mandeep S. Wadhwa Prasenjit KalitaChairman Managing Director Company Secretary


AUDITORS’ CERTIFICATEWe have examined the above Cash Flow Statement of Seasons Furnishings Limited for the year ended March 31,2011.The Statement hasbeen prepared by the Company in accordance with the requirements of clause 32 of listing aggrement with the various stock exch

FOR K.L. DATTA & COChartered Accountants

PLACE : New Delhi V. K. DATTADATE : 28Th May,2011 Partner

Membership No 400-70466Firm Regn No. 001127C


PART-IV BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I) Registration Details : Registration No. : 39238 State Code : 055

Balance Sheet Date : 31.03.2011

II) Capital Raised During Public Issue : NIL Right Issue : NILthe year :(Amount in Rs. Thousands) Bonus Issue : NIL Private Placement : NIL

(Application amount-Convertible Warrants)

III) Position of Mobilisation and Total Liabilities : 274974 Total Assets : 274974deployment of funds :(Amount in Rs. Thousands) Sources of Funds :

Paid up Capital : 63939 Reserves & Surplus : 55790

Secured Loans : 137665 Unsecured Loans : 1126

Share Warrants : 0 Deferred Tax Liability : 16454

Application of Funds :

Net Fixed Assets : 50066 Capital Work in Progress : 7533

Net Current Assets : 187444 Misc. Expenditure : 29931

IV) Performance of the Turnover & : 354158 Total Expenditure : 349132Company Other Income(Amount in Rs. Thousand)

Profit Before Tax : 5026 Profit/After Tax : 4335

Earning per Share : 0.68 Dividend Rate % : Nil

V) Generic Names of three A. Item Code No.(ITC Code) : N. A.Principal Products/Services Product Description : N. A.of the Company:


SEASONS FURNISHINGS LIMITEDRegd. office: D-29, (Ground Floor), Defence Colony,

New Delhi - 110 024

FORM OF PROXY

L.F. No. No. of Shares

D.P. ID* Client ID*

I/We.....................................................................................................................of.................................................being a member/members of

Seasons Furnishings Limited hereby appoint Mr./Ms..............................................................................of.........................................................

...................................or failing him/her Mr./Ms...........................................................of..............................................................................................

as my/our proxy to vote for me/us on my/our behalf at the 21st Annual General Meeting of the Company to be held at the 10.30 A.M. on Friday,

the 30th day of September, 2011 at Royal Vatika, Main Bus Stand, Khera Khurd, Alipur Block, Delhi - 110 082, and any adjourment thereof.

Signed this..............................................day of.........................................2011.

Note : The Proxy form duly completed and stamped must reach the Registered Office of the

Company not less than 48 hours before the time for holding the aforesaid meeting.

*Applicable for investors holding shares in Dematerialized form.

SEASONS FURNISHINGS LIMITEDRegd. office: D-29, (Ground Floor), Defence Colony,

New Delhi - 110 024

ATTENDANCE SLIP

L.F. No. No. of Shares

D.P. ID* Client ID*

I/We hereby record my/our presence at 21st Annual General Meeting of the Company at 10.30 A.M. on Friday, the 30th day ofSeptember, 2011 at Royal Vatika, Main Bus Stand, Khera Khurd, Alipur Block, Delhi - 110 082.

NAME FATHER’S/HUSBAND’S NAME SIGNATURE (MEMBER/PROXY)**

Note : (1) Attendance slip not filled in properly will not be entertained.(2) All joint holders should use only one slip.(3) Bags/Briefcases are not allowed inside the meeting venue and the Company shall not be responsible for loss of the same.

* Applicable for investors holding shares in Dematerialised form.** Strike off whichever is not applicable.

Affix RevenueStamp

ANNUAL REPORT 2010-11 · of M/s Anuj Garg & Co., Chartered Accountant, New Delhi, informing &...

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