22nd Annual Report 2011 - 2012 - Bombay Stock Exchange Anuj Garg & Co. Chartered Accountants Karol Bagh,

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    FURNISHINGS LIMITED

    22nd Annual Report 2011 - 201222nd Annual Report 2011 - 2012

  • SEASONS FURNISHINGS LIMITED 22nd Annual Report 2011-12 | 1

    Registered Office D-29, Ground Floor, Defence Colony New Delhi -110 024

    Corporate Office Seasons House B-18, Sector-5, Noida-201301 (U.P)

    Registrar and Share Transfer Agent Skyline Financial Services (P) Limited D-153 A, Okhla Industrial Area,Phase - I, New Delhi - 110 020 Tel : 011-26812682,83 Fax : 011-26812684 E-Mail ID: admin@skylinerta.com

    Bankers IDBI Bank 54, Ring Road Lajpat Nagar-III, New Delhi-110024

    Auditors Statutory Auditors Anuj Garg & Co. Chartered Accountants Karol Bagh, New Delhi - 110005

    Internal Auditors Ashok Kantoor & Co. Chartered Accountant Karol Bagh, New Delhi-110005

    Companies Exclusive Showroom Seasons Club Class D-29, Defence ColonyNew Delhi -110 024 Registrar and Share Transfer Agent

    Company Secretary & Compliance Office Mr. Prasenjit Kalita B-18, Sector-5, Noida, Uttar Pradesh-201 301 Tel: 0120- 4690000 Fax: 0120- 4351485 E-Mail ID: cs.sfl@seasonsworld.com

    BOARD OF DIRECTORS

    Mr. Inderjeet Singh Wadhwa Chairman

    Mr. Mandeep Singh Wadhwa Managing Director

    Mr. Kailash Chandra Mehra Non executive Independent Director

    Mr. Bishan Dass Bhagat Non executive Independent Director

  • SEASONS FURNISHINGS LIMITED 22nd Annual Report 2011-12 | 2

    Seasons Furnishings Limited

    22nd ANNUAL REPORT - 2011-12

    CONTENTS

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

    • Directors’ Report ..............................................................................................................................................6

    • Management Discussion and Analysis ............................................................................................................9

    • Corporate Governance Report .......................................................................................................................11

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

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

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

    • Cash Flow Statement ..................................................................................................................................... 23

    • Notes forming part of Financial Statements ................................................................................................... 25

  • SEASONS FURNISHINGS LIMITED 22nd Annual Report 2011-12 | 3

    NOTICE

    NOTICE is hereby given that the 22ndAnnual General Meeting of the Members of SEASONS FURNISHINGS LIMITED will be held at 10.30 A.M. on Saturday, the 29th day of September, 2012 at Royal Vatika, Main Bus Stand, KheraKhurd, Alipur Block, Delhi – 110 082, to transact the following business:

    ORDINARY BUSINESS:

    1. To receive, consider and adopt the Profit and Loss Account for the year ended 31stMarch, 2012, the Balance Sheet as on that date and Directors’ and Auditors’ Report thereon.

    2. To appoint a Director in place of Mr. Bishan Dass Bhagat, who retires by rotation and being eligible, offers himself for re-appointment.

    “RESOLVED that Mr. Bishan Dass Bhagat who retires by rotation and who is eligible for re-appointment be and is hereby re-appointed as Director of the Company.”

    3. To appoint M/s Anuj Garg & Co., Chartered Accountants, New Delhi, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting and 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 Re-appointed as the Statutory Auditors of the Company, to hold the office of Auditors from the conclusion of this Meeting to the conclusion of the next Annual General Meeting of the Company on such remuneration and out of pocket expenses as may be decided by the Board.”

    SPECIAL BUSINESS:

    4. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

    “RESOLVED THAT Mr. Kailash Chandra Mehra who was appointed as a Director of the Company on 28th March, 2012 in the casual vacancy caused by the resignation of Mr. Girdhar Sharma Harnal and who, in terms of Section 262 of the Companies Act, 1956, holds office upto the date of this Annual General Meeting and in respect of whom the Company has received Notice from a Member under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Kailash Chandra Mehra as a candidate for the office of Director, be and is hereby appointed as Director of the Company.”

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

    “RESOLVED THAT pursuant to the provisions of Section 314 (1) and Director’s Relatives (Office or Place of Profit) Rules, 2003 and subsequent amendment thereto and other applicable provisions of the Companies Act, 1956, and subject to the approval of the shareholders in the next general meeting of the company the salary of Mrs. Manjit Kaur Wadhwa, Vice President (Showroom) of the Company has been revised, on the following terms:

    1) Salary:

    “1, 00,000 - 25,000 – 1, 50, 000 per month

    2) Perquisites:

    a. House Rent Allowance/Rent free unfurnished house accommodation up to a maximum of 50% of the salary per month.

    b. Reimbursement of Medical expenses - actual expenditure for self and family subject to a ceiling of one month’s salary in a year or 3 months’ salary over a period of 3 years.

    c. Provision of Company’s car, mobile phone and telephone at residence for use on Company’s business but use of car for personal purposes and long distance personal calls on mobile phone/telephone will be charged.

    d. Any other perquisites(s) as may be decided by the Board and/or the Remuneration Committee.

    3) Mrs. Manjit Kaur Wadhwa shall also be eligible to the following perquisites which shall not be included in computation of the ceiling on remuneration specified above:

    a. Company’s contribution towards Provident Fund, Superannuation or Annuity Fund to be made as per rules of the Company but to the extent these are not taxable under the Income Tax Act, 1961.

    b. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.

    c. Encashment of Leave at the end of the tenure

  • SEASONS FURNISHINGS LIMITED 22nd Annual Report 2011-12 | 4

    RESOLVED FURTHER THAT the revision in the salary if approved by the shareholders will be effective for a period of three years from 1st June, 2012 upto 31st May, 2015.

    RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter or vary from time to time the terms and conditions of the said remuneration, in such manner as they may deem fit in the best interest of the Company.

    By Order of the Board for Seasons Furnishings Limited

    Place: New Delhi (Prasenjit Kalita) Date: 14.08.2012 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 / herself and such proxy need not be a member of the company. Proxies in order to be effective must be lodged at the corporate office of 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 20thSeptember, 2012 to 29thSeptember, 2012 (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 queries to the Company at least seven working days prior to the meeting, so that the required information can be made available at the meeting.

    4) The relevant Explanatory Statement in respect of Item Nos. 4&5 of the Notice is annexed to and forms part of the Notice.

    5) Members holding shares in physical form, are requested to notify immediately any change in their address and Bank particulars to the Company or its Share Transfer Agents. In case the shares are held in dematerialized form, this information should be furnished directly, 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 the dematerialized 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 as per 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 shares in physical form are requested to write their Folio Number in the attendance sli