Dear Members,
Your directors have pleasure in presenng the 39th (Thirty Ninth) Annual Report on the
business and operaons of your Company along with the Audited Fi nancial Statements for the
Financial Year ended March 31, 2025.
FINANCIAL PERFORMANCE
The financial performance of your Company for the Financial Year ended March 31, 2025,
is summarized below:
(Rs. In lakhs)
|
As at |
As at |
Parculars |
31.03.2025 |
31.03.2024 |
|
Standalone |
|
Total Revenue |
2,739.81 |
2657.15 |
Total Expenses |
2770.72 |
2691.93 |
Profit before tax aer exceponal items |
-30.91 |
-34.78 |
Exceponal items |
- |
- |
Profit before tax but aer exceponal Items |
-30.91 |
-34.78 |
Less: Tax expenses including deferred tax |
-2.62 |
13.71 |
Profit aer tax |
-33.53 |
-21.07 |
Other Comprehensive Income / (loss) (net of tax) |
12.04 |
17.36 |
Total Comprehensive Income |
(21.49) |
(3.71) |
Basic/ Diluted earnings per share of Re.10 each |
-0.45 |
-0.28 |
STANDALONE FINANCIAL STATEMENTS
Standalone Financial Statements for the Financial Year 2024-25 are prepared in
compliance with the Companies Act, 2013, Indian Accounng Standards (‘I ND-AS') and
the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirem ents)
Regulaons, 2015 and are forming part of the Annual Report. Statement in Form AOC-1
containing salient features of the financial statements of the subsidiary and joint
venture companies, as required under Rule 5 of the Companies (Accounts) Rules 2014, is not
required since the company not having any subsidiary and joint venture companies.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business of the
Company. There were no material changes and / or commitments affec ng the financial posion
of your Company between April 01, 2025, and the date of this report.
DEPOSITS
Your Company has not accepted any deposits during the year under review falling within
the ambit of Secon 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO GENERAL RESERVE
Your Company has not transferred any amount to General Reserve for the Financial Year
2025.
DIVIDEND
During the year under review the Board of Directors did not recommend any dividend for
the year under review, in view of the future growth plans of the Company.
SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE
1) As at March 31, 2025, the Authorized Share Capital was Rs. 12,00,00,000 /-
divided into 1,20,00,000 equity shares of Rs.10/- each and Issued, Subscribed and Paid-up
Share Capital was Rs. 7,49,03,000/- divided into 74,90,300 equity shares of Re.10/- each;
2) All issued equity shares in the capital of the Company are fully paid-up;
3) During the Financial Year 2024-25, no change has taken place in authorized,
issued, subscribed and paid-up share capital of the Company;
4) The Company has only one class of shares i.e., equity shares;
5) The Company has not issued any kind of debt instrument (Converble /
Non-converble) or any converble instruments during the financial year und er review.
EMPLOYEES STOCK OPTION SCHEME
Your Company has no Employees Stock Opon Scheme 20 16 (‘ESOP Scheme 2016') i.e. in
compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulaons, 2021, as
amended from me to me (‘SEBI ESOP Regulaons') and there has been no material change
to the ESOP Scheme 2016 during the year under review.
RELATED PARTY TRANSACTIONS
To comply with the provisions of Secons 177 and 18 8 of the Act and Rules made
thereunder read with Regulaon 23 of SEBI (LODR) Regulaons, your C ompany took rather,
these were synchronized and synergized with the Company's operaons. Aeno n of Members is
drawn to the disclosure of transacons with the related pares set out the Sta ndalone
Financial Statements forming part of the Annual Report.
Your Company has framed a Policy on Related Party Transacons in accordance with the Act
and SEBI (LODR) Regulaons. The Policy intends to ensure tha t proper reporng, approval and
disclosure processes are in place for all transacons between the Company and its related
pares. The policy is uploaded on website of the Company at
hps://www.seasonsworld.com/investors.aspx
Since all transacons which were entered into durin g the Financial Year 2025 were on
arm's length basis and in the ordinary course of business and there was no material
related party transacon entered by the Company during the Financial Year 2025 as per
Policy on Related Party Transacons, hence no detail is required to be provided in Form
AOC-2 prescribed under Clause (h) of Sub-secon (3) of Secon 134 of the Act and Rule 8(2)
of the C ompanies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments covered under the provisions of Secon 186
of the Act are given in the Notes to the Standalone Financial Statements.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
No company has become or ceased to be a subsidiary, joint venture or associate company
during the year under consideraon.
DIRECTORS AND KEY MANAGERIAL PERSONNEL. a) DIRECTOR
To comply with the provisions of Secon 152 of the Act and in terms of the Arcles of
Associaon of the Company, Mr. Sumer Singh Wadhwa (DIN: 01585482), Non-Execuve Director
(Non-Independent) is liable to rere by rotaon at the e nsuing AGM and being eligible,
seeks reappointment. The Board of Directors, on the recommendaon of Nominaon and
Remuneraon Commiee (‘NRC'), recommended their re-appointment for consideraon by the
Members at the ensuing AGM. Company has received declaraons from all the Indep endent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under Secon 149(6) of the Act and Regulaon 16(1)(b) of the SEBI (LODR)
Regulaons an d are in compliance with Rule 6 of the Companies (Appointment and Qualificaon
of Directors) Rules, 2 014. Further, the Independent Directors have also confirmed that
they are not aware of any circumstance or situaon, which exists or may be reasonably
ancipated, that could impair or impact their abili ty to discharge their dues as
Independent Director s of the Company. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualificaons, experience and experse and they
hold highest standards of integrity (including the proficiency) and fulfils the condions
specified in th e Act read with Rules made thereunder and SEBI (LODR) Regulaons and are
eligible & independent of the management. None of the Directors of the Company are
disqualified as per the provisions of Secon 164 of the Act. The Directors of the Company
have made necessary disclosures under Secon 184 and other relevant provisions of the Act.
Brief resume and other details of the Directors being appointed/re-appointed at the
ensuing AGM as spulated under Secretarial Standard-2 issued by th e Instute of Company
Secretaries of India and Regulaon 36 of the SEBI (LODR) Regulaons, are sep arately
disclosed in the Noce of ensuing AGM.
During the Financial Year Ms Kavita Rani and Mr. Manish Chandra Appointed as
Independent Non-Execuve Directors by passing the Special Resoluon at the 38th
Annual General Meeng held on 27 th September 2024.
The tenure of term of Two term of 5 (five) consecuve years of Mr. Pramod Kumar Hari and
B.K. Behra Independent Director (Non-Execuve) expired on 30 th September 2024,
hence they have tendered their resignaons.
b) KEY MANAGERIAL PERSONNEL
Mr. Inderjeet Singh Wadhwa, Managing Director, Mr. Saurabh Arora, Company Secretary and
Mr. Sanjay Katyal Chief Financial Officer connued to be the Key Managerial Personnel of
your Company in accordance with the provisions of Secon 203 of the Act read with the
Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 201 4.
BOARD EVALUATION
To comply with the provisions of Secon 134(3)(p) o f the Act and Rules made thereunder
and Regulaon 17(10) of SEBI (LODR) Regulaons, the Boa rd has carried out the annual
performance evaluaon of the Directors individually including t he Independent Directors
(wherein the concerned Director being evaluated did not parcipate), Board as a whole and
following Commiees of the Board of Directors: (i) Audit, Risk Management and Ethics
Commiee; (ii) Nominaon and Remuneraon Commiee; and
(iii) Stakeholders' Relaonship Commiee.
The manner in which the annual performance evaluao n has been carried out is explained
in the Corporate Governance Report which forms part of this report. Board is responsible
to monitor and review the evaluaon framework.
Further, to comply with Regulaon 25(4) of SEBI (LO DR) Regulaons, Independent Directors
also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole
at a separate meeng of Independent Directors.
BOARD AND COMMITTEES OF THE BOARD
The number of meengs of the Board and various Comm iees of the Board including
composion are set out in the Corporate Governance Report which forms part of this report.
The intervening gap between the meengs was within the period prescribe d under the
provisions of Secon 173 of the Act and SEBI (LODR) Regulaons.
REMUNERATION POLICY
To comply with the provisions of Secon 178 of the Act and Rules made thereunder and
Regulaon 19 of SEBI (LODR) Regulaons, the Company's Remunerao n Policy for Directors, Key
Managerial Personnel (KMP), Senior Management and other Employees of the Company is
uploaded on website of the Company at hps://www.seasonsworld.com/investors.aspx . The
Policy includes, inter-alia, the criteria for determining qualificaons, posive ari butes,
independence of a Director, appointment and remuneraon of Directors, KMPs, Senior Manageme
nt Personnel and other employees of the Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The statement of remuneraon under Secon 197 of th e Act read with Rule 5(1) of the
Companies (Appointment and Remuneraon of Managerial Personne l) Rules, 2014, is aached to
this report as
Annexure – A.
Further, as per second proviso to Secon 136(1) of the Act read with Rule 5 of the
aforesaid Rules, the Board's Report and Financial Statements are being sent to the Members
of the Company excluding the statement of parculars of employees as required un der Rule
5(2) of the aforesaid Rules. Any member interested in obtaining a copy of the said
statement may write to the Compliance Officer at cs.stl@seasonsworld.com up to the date of
AGM. The said statement is also available for inspecon by the Members at the Registered
Office of your Company on all days except Saturday, Sunday and Public Holiday up to the
date of AGM i.e. August 19, 2025, between 11:00 a.m. to 5:00 p.m.
STATUTORY AUDITORS
The Shareholders of the Company in their 36th AGM held on Friday, 23rd
September 2022 appointed M/s Bhaa & Bhaa, Chartered Accountants (Firm Reg. no.
003202N) as Statutory Auditors of the Company for a period of up to 5 (Five) consecuve y
ears to hold office ll the conclusion of the 41 st AGM to be held in the year
2027. They have also confirmed that they are not disqualified from connuing as Statutory
Auditors of the Company.
The Statutory Auditors' Report for the Financial Year 2025 does not contain any
qualificaon, reservaon or adverse remark and forms part of the Annual Report. The
Statutory Auditors have not reported any fraud under Secon 143(12) of the Act.
COST AUDIT
In terms of Secon 148 of the Act and the Companies (Cost Records and Audit) Rules,
2014, Cost Audit is not applicable on the Company for the Financial Year 2025.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.
To comply with the provisions of Secon 134 of the Act and Rules made thereunder, your
Company has complied with the provisions relang to constu on of Internal Complaints
Commiee under the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and
Redressal) Act, 2013. During the year under review, no complaint was received under the
Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act , 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY.
Pursuant to the provisions of Secon 177 of the Act and Regulaon 22 of SEBI (LODR)
Regulaons, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a
plaorm to the Directors and Employees of the Company to raise concerns regarding any
irregularity, misconduct or unethical maers/dealings within the Company. The same is det
ailed in the Corporate Governance Report which forms part of this report.
During the year under review, no complaint was received under the Vigil Mechanism/
Whistle Blower Policy of the Company.
SECRETARIAL AUDITORS
Pursuant to the amended provisions of Regulaon 24A of the SEBI (LODR) Regulaons and
Secon 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneraon of
Managerial Personnel) Rules, 2014, the Audit, and the Board of Directors have approved and
recommended the appointment of M/s. Pramod Kothari & Co, Peer Reviewed Firm of Company
Secretaries in Pracce (Firm Registraon Number: S2012UP197900) as Secreta rial Auditors of
the Company for a term of up to 5(Five) consecuve years to hold office from the c
onclusion of ensuing AGM ll the conclusion of 44th (Forty Fourth) AGM of the
Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the
Company. Brief resume and other details of M/s. Pramod Kothari & Co, Company
Secretaries in Pracce, are separately disclosed in the Noce of ensuing AGM. M/s. Pramod
Kothari & Co (Firm Registraon Number: S2012UP197900) have given their consent to act
as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under the Act & Rules made thereunder and
SEBI (LODR) Regulaons. They have also confirmed that they are n ot disqualified to be
appointed as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI (LODR) Regulaons.
The Secretarial Audit Report for the Financial Year 2025 does not contain any
qualificaon, reservaon or adverse remark and is aached to this report as Annexure –
B. Further, the Secretarial Auditors have not reported any fraud under Secon 143(12) of
the Act.
RISK MANAGEMENT
Your Company has a robust Risk Management Policy which idenfies and evaluates business
risks and opportunies. The Company recognizes that these ris ks need to be managed and
migated to protect the interest of the stakeholders and to achieve business objecves. The
risk management framework is aimed at effecvely migang the Company's variou s business and
operaonal risks through strategic acons. In line with the SEBI (LODR) Regu laons, cyber
security risks are also covered under Risk Management Policy of the Company.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate Internal Financial Controls. The report on Internal
Financial Controls issued by M/s Bhaa & Bhaa, Chartered Acc ountants statutory auditor
of the Company is annexed to the Audit Report on the Financial Statements of the Company
and does not contain any reportable weakness in the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) the Company is not falling under any criteria
specified in sub-secon (1) of secon 135 of the Act and Company is not required to constute
a Corporate So cial Responsibility ("CSR") Commiee.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Secon 134(3)(c) read with Secon 134(5 ) of the Act, the Directors state
that: a) in the preparaon of the annual accounts for the Fi nancial Year ended March 31,
2025, the applicable accounng standards have been followed a long with proper explanaon
relang to material departures; b) they have selected such accounng policies and appl ied
them consistently and made judgments and esmates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your Company as at March 31, 2025 and
of the profits of the Company for the period ended on that date; c) proper and sufficient
care have been taken for the maintenance of adequate accounng records in accordance with
the provisions of Act for safeguarding the assets of your Company and for prevenng and
detecng fraud and other irregularie s; d) the annual accounts have been prepared on a
going concern basis; e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls were adequate and
operang effecvely; and f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operang effecv ely.
OTHER INFORMATION a) MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the Financial Year 2025 as spulated
under Regulaon 34(2)(e) of SEBI (LODR) Regulaons forms part of th e Annual Report. b)
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The informaon on conservaon of energy, technology absorpon and foreign exchange
earnings and outgo as spulated under Secon 134(3)(m) of the Ac t read with Rule 8 of the
Companies (Accounts) Rules, 2014 is aached to this report as Annexure – C. c)
CORPORATE GOVERNANCE REPORT
Your Company is commied to maintain the highest st andards of Corporate Governance and
adhere to the Corporate Governance requirements set out by Securies and Exchange Board of
India. The report on Corporate Governance as spulated under t he SEBI (LODR) Regulaons is
aached to this report as Annexure – D. The cerficate from M/s. Pramod Kothari &
Co, Prac cing Company Secretaries confirming compliance with the condions of corporate
governance is also aached to the Corporate Governance Report. d) LISTING
The Equity Shares of the Company are listed on the BSE Limited and Calcua Stock
Exchange. Annual lisng fee for the Financial Year 2024-25 has been paid to both exchanges.
e) ANNUAL RETURN
Pursuant to Secons 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is
uploaded on website of the Company at hps://www.seasonsworld.com/investors.aspx f)
RESEARCH & DEVELOPMENT
During the year under review, no Research & Development was carried out. g)
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Report
describing the Company's objecves, expectaons or forecasts may b e forward looking within
the meaning of applicable laws and regulaons. Actual results may differ from those
expressed in the statement. h) GENERAL
Your Directors confirm that no disclosure or reporn g is required in respect of the
following items as there was no transacon on these items during the y ear under review:
1) Issue of equity shares with differenal vong rights as to dividend, vong or
otherwise.
2) The Whole-me Directors of the Company does not rec eive any remuneraon or
commission from any of its subsidiaries.
3) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operaons in future.
4) Issue of Sweat Equity Shares.
5) No applicaon made or any proceeding pending under Insolvency and Bankruptcy
Code, 2016 as at the end of the Financial Year 2025.
6) No instance of one-me selement with any bank or fi nancial instuon.
The Company is in regular compliance of the applicable provisions of Secretarial
Standards issued by the Instute of Company Secretaries of India.
No material changes and commitments have occurred aer the closure of the Financial Year
2025 ll the date of this Report, which would affect the financial posion of your Company.
ACKNOWLEDGEMENT
Your Company's organizaonal culture upholds profes sionalism, integrity and connuous
improvement across all funcons as well as efficient ulizaon of the Company's resources for
sustainable and profitable growth. Your directors wish to place on record their appreciaon
for the sincere services rendered by employees of the Company at all levels. Your
directors also wish to place on record their appreciaon for the valuable co-ope raon and
support received from various Government Authories, Banks/Financial Instuons a nd other
stakeholders such as members, customers and suppliers, among others. Your directors also
commend the connuing commitment and dedicaon of employees at all levels which has been
vital for the Company's success. Your directors look forward to their connued support in
future. For and on behalf of the Board of Directors For Seasons Texles Limited
|
|
Inderjeet Singh Wadhwa |
|
|
Chairman |
|
|
DIN: 00052459 |
Date: |
May 20, 2025 |
|
Place: |
New Delhi |
|
Details pertaining to remuneraon as required under Secon 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial
Personnel) Rules, 2014.
(i) Rao of the remuneraon of each director to the med ian remuneraon of employees of
the Company for the Financial Year 2024 and the percentage increase in remuneraon of each
Director, Chief Financial Officer and Company Secretary during the Financial Year 2025:
Sl. No. Name of Director/KMP and Designaon |
Remuneraon of Director/KMP for |
% increase in Remuneraon in |
Rao Remuneraon |
of |
|
Financial 2025 |
Year |
Financial 2025 |
Year |
of Director Median Remuneraon employees in Financial 2025 |
to of Year |
01 Mr. Inderjeet Singh Wadhwa |
4090010 |
|
3% |
|
13.74 |
|
03 Mrs. Neelam Wadhwa* |
1248288 |
|
3% |
|
8.56 |
|
Whole-me Director |
|
|
|
|
|
|
04 Mr. Sanjay Katyal |
1911705 |
|
3% |
|
- |
|
Chief Financial Officer |
|
|
|
|
|
|
05 Mr. Saurabh Arora |
176649 |
|
7% |
|
- |
|
Company Secretary |
|
|
|
|
|
|
*Resigned on 27th September 2024.
Note: Since Non-Execuve Directors received no remu neraon except sing fee (if any) for
aending Board/ Commiee meengs, the required deta ils are not applicable.
(ii) Number of permanent employees as on March 31, 2025 were 116 and median remuneraon
was Rs. 496.37 Lakh annually. Median remuneraon of emp loyees (excluding above Directors
and KMPs) in Financial Year 2025 has increased by 5.00%.
It is hereby affirmed that the above-menoned remuner aon is in accordance with the
Remuneraon Policy of the Company which is uploaded on website of the Company at
www.seasonsworld.com.
(iii) Average percenles increase already made in the sal aries of employees other than
Managerial Personnel was 5% and average percenle increase in the remuneraon of Managerial
Personnel was 3% vis-a-vis the last Financial Year. For and on behalf of the Board of
Directors For Seasons Texles Limited
|
|
Inderjeet Singh Wadhwa |
|
|
Chairman |
|
|
DIN: 00052459 |
Date: |
May 20, 2025 |
|
Place: |
New Delhi |
|
|