CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PHILOSOPHY OFTHE COMPANY
The company is committed to adhere to the code of corporate governance as it means adoption of best business practices aimed at growth of the Company coupled with bringing benefits to investors, customers, creditors, employees and the society at large.
The objective of the Company is not just to meet the statutory requirements of the Code of Corporate Governance as prescribed under Clause 49 of the Listing Agreement but, to develop such systems and follow such practices and procedures to satisfy the spirit of the law.
The report on matters relating to corporate governance in accordance with the provisions of the listing agreement is as follows:
The certificate from the practicing Company Secretary of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with stock exchanges is annexed to this report.
BOARD OF DIRECTORS AND BOARD PROCEDURES
Seasons Textiles Limited believes that at the core of its Corporate Governance practice is the Board, which oversees how the management serves and protects the long-term interests of all the stakeholders of the company. An active, well-informed and independent board is necessary to ensure the highest standards of Corporate Governance. Our Board exercises its fiduciary responsibilities in the widest sense of the term.
Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, all Non-Executive Directors other than the Mrs. Neelam Wadhwa and Mr. Mandeep Singh Wadhwa, are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.
Details of Board Meetings
During the year under review the Board of Directors met Four (4) times as follows:-
1. 31st May, 2014,
2. 11th August, 2014
3. 12th November, 2014 06th February, 2015
Independent Directors and their relations with the Company
The Independent Directors in the Board of the Company have the requisite qualifications, experience and expertise 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 participating in its decision making process. Independent Directors, viz. Mr. Kailash Chandra Mehra, and Mr. Bijoya Kumar Behra and Mr. Pramod Kumar Hari, do not have any pecuniary relationships or transactions with the Company except for the sitting fees drawn for attending the meetings of the Board and Committee(s) thereof.
In terms of Section 149 and other applicable provisions of the Companies Act, 2013, applicable rules, if any, and the Listing Agreement, Mr. Kailash Chandra Mehra , Mr Bijoya Kumar Behra and Mr. Pramod Kumar Hari were appointed as Independent Directors w.e.f. 30.9.2014 for five consecutive years and not liable to retire by rotation.
The Company has also received declarations from them that they meet with the criteria of independence as prescribed both under the Companies Act, 2013 and under the Listing Agreement to discharge their role, duties and responsibilities as per the Act and the Listing Agreement.
In the opinion of the Board, Mr. Kailash Chandra Mehra and Mr. Bijoya Kumar Behra and Mr. Pramod Kumar Hari are independent of the management. They are not related to any Director of the Company.
Information regarding Directors to be appointed/ re-appointed at ensuing Annual General Meeting pursuant to clause 49 of the Listing Agreement
1. Mr. Mandeep Singh Wadhwa (DIN - 00007029) : Re - Appointment
Mr. Mandeep Singh Wadhwa who retires by rotation and being eligible offers himself to be re-appointed. Brief particulars of Mr. Mandeep Singh Wadhwa are given below:
Mr. Mandeep Singh Wadhwa, aged 45 Years, is graduate in commerce from Delhi University. He is working in the field of Textiles & particularly in furnishings fabric manufacturing and marketing for more than 30 years. He has got rich expertise in Marketing, Administration, Production, Finance and Management. He is giving valuable services to the Company since joining.
In addition to Seasons Textiles Limited, Mr. Mandeep Singh Wadhwa is also working in Seasons Furnishing Limited as Managing Director. Mr. Mandeep Singh Wadhwa is member of Audit and Stakeholders Relationship Committee of Seasons Furnishings Ltd.
Mr. Mandeep Singh Wadhwa is a Chairman of the Stakeholders Relationship Committee of Seasons Textiles Ltd.
He hold 2,38,500 equity shares of Seasons Textiles Limited.
2. Mrs. Neelam Wadhwa (DIN - 00050911) : Appointment as Whole Time Director
By a resolution passed by the Board of Directors in their meeting held on 6th February, 2015, and pursuant to the recommendations of the Nomination and Remuneration Committee and applicable provisions of the Companies Act, 2013 and Rules and Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mrs. Neelam Wadhwa (DIN : 00050911) aged 53 years, was appointed as Woman Director (Additional Director) pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company to hold office up to the date of this Annual General Meeting, be and is hereby appointed as Whole Time Director for a period of five years w.e.f 1st October, 2015 subject to the approval of Shareholders.
She is graduated in Arts from University of Delhi. She is associated with the Company since inception and in the year 2011 she was designated as a Business Development officer and helps in developing and designing of different furnishings fabrics in coordination with manufacturers and the buyers.
The Company has received from her (a) consent in writing to act as Director in Form DIR-2 (b) intimation in Form DIR - 8 to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013
The Board considers it advantageous and in the interest of the Company to have Mrs. Neelam Wadhwa on Board.
The matter is being placed before the members for their consideration and approval.
None of the Directors, Key Managerial Personnel or their relatives, except Mr. Inderjeet Singh Wadhwa and Mr. Mandeep Singh Wadhwa and Mrs. Neelam Wadhwa, are interested or concerned in the Resolution.
It has always been the Company's policy and practices that apart from matters requiring Board's approval by statute, all major decisions including quarterly results of the Company are regularly placed before the Board. This is in addition to information with regard to actual operations, major litigations, feedback reports, information on senior level appointments just below the Board level and minutes of all committee meetings.
Your Company has Audit Committee, Remuneration Committee and Investors' Grievance Committee. The Board is responsible for constituting, assigning, co-opting and fixing terms of service for the Committee Members of various Committees and delegates these powers to the Committees. Recommendations of the Committees are submitted to the Board of Directors for approval.
The frequency and agenda of meetings of each of these Committees is determined by the Chairman of the Board/ Executive Director in consultation with the Chairman of the concerned Committee. These Committees meet as and when the need arises.
The information as required as per Clause 49 of the listing agreement are being made available to the Board as and when applicable
Performance evaluation of Directors
The Nomination and Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done of the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows :
Role and Accountability
a) Understanding the nature and role of Independent Directors' position.
b) Understanding of risks associated with the business.
c) Application of knowledge for rendering advice to management for resolution of business issues.
d) Offer constructive challenge to management strategies and proposals.
e) Active engagement with the management and attentiveness to progress of decisions taken.
a) Non-partisan appraisal of issues.
b) Own recommendations given professionally without tending to majority or popular views.
Leadership & Initiative
a) Heading Board Sub-committees.
b) Driving any function or identified initiative based on domain knowledge and experience. Personal Attributes
a) Commitment to role & fiduciary responsibilities as a Board member.
b) Attendance and active participation.
c) Proactive, strategic and lateral thinking.
Meeting of Independent Directors
During the year, meeting of Independent Directors was held to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.
Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis.
Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarization programme have been posted in the website of the Company under the web link www.seasonsfurnishings.com
Code of Conduct
Your Company has adopted a Code of Conduct for members of the Board and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company.
Your Company has received confirmations from all concerned regarding their adherence to the said Code.
As per the Listing Agreement, the Managing Director of the Company confirmed compliance with the Code by all members of the Board and the Senior Management.
The full text of the Code is furnished in this Report and also hosted on the Company's website under the web link www.seasonsfurnishings.com Code pursuant to (Prohibition of Insider Trading) Regulations, 2015
In the Board Meeting held on 6th February, 2015, the Board approved establishment of the required codes as per above regulations.
Accordingly, (i) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and (ii) Code of Internal Procedures & Conduct for Regulating, Monitoring & Reporting of Trading by Insiders were established. The codes are published on the
Seasons Textiles Limited has a qualified and independent Audit Committee, with Mr. Kailash Chandra Mehra (Non-Executive Independent Director) as the Chairman. Other members of the Committee are Mr. Mandeep Singh Wadhwa (Non-Executive Director) and Dr. Pramod Kumar Hari (Non-Executive Independent Director). The Company Secretary acts as the Secretary of the 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 and Section 177 of the Companies Act, 2013 as follows:
(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;
(ii) review and monitor the auditor's independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors' report thereon;
(iv) approval or any subsequent modification of transactions of the company with related parties;
(v) scrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the company, wherever it is necessary;
(vii) evaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters
(ix) overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;
(x) recommending the appointment and removal of external auditors, fixation of audit fee and approval for payment of any other services;
(xi) reviewing with management the quarterly and annual financial results before submission to the Board;
(xii) reviewing with management the annual financial statements of the subsidiary companies;
(xiii) reviewing the adequacy of internal control systems with the management, external auditors and internal auditor;
(xiv) reviewing the adequacy of internal audit function;
(xv) discussing with internal auditor any significant findings and reviewing the progress of corrective actions on such issues;
(xvi) reviewing the findings of any internal investigations by the internal auditor in matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and then reporting such matters to the Board;
(xvii) To review the functioning of the Whistle Blower Mechanism, in case the same is existing
Review of information by Audit Committee
The Audit Committee shall mandatory 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
The Company has appointed M/s Ashok Kantoor & Co. Chartered Accountants as internal auditors to review the internal control systems of the company and to report thereon. The reports of the internal Auditors are reviewed by the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE
The company constituted Nomination & Remuneration Committee with the requirement of the companies Act 2013. The remuneration committee presently comprises of three 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.
Terms of Reference:
The Nomination & Remuneration Committee shall exercise such powers, role, carry out functions and duties as provided in the Companies Act, 2013, applicable rules and regulations and Listing Agreement with BSE and as may be decided/delegated by the Board from time to time which, inter alia, includes recommending appropriate compensation packages for Directors and other top executive(s) to retain best available personnel in key positions.
The role of Nomination and Remuneration Committee is as follows:
• determining / recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
• determining / recommending the criteria for qualifications, positive attributes and independence of Directors;
• identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;
• reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc.;
• reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
• determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
• evaluating performance of each Director and performance of the Board as a whole
Details of Meetings
During the year, the Committee met 1 (One) time on February 6, 2015. Mr. Kailash Chandra Mehra, Dr. Pramod Kumar Hari and Dr. Bijoya Kumar Behera attended the Meeting.
REMUNERATION TO DIRECTORS
The Detailed terms of appointment of the Managing Director are governed under board and members resolution. None of the Non -Executive Independent directors draw any remuneration from the company except sitting fees for attending each meeting of Board of Directors, Audit Committee and Nomination & Remuneration Committee and reimbursement of actual travel expenses for attending the Board / Audit/ remuneration Committee Meeting. a) The details of remuneration paid to Managing Director.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The company constituted Stakeholders Relationship Committee with the requirement of the Section 178 of Companies Act, 2013 and the Listing Agreement. The Board has constituted Stakeholders Relationship Committee of two members under the Chairmanship of a Nonexecutive Director.
The Committee exercise such powers, role, carry out functions and duties as provided in the Act, applicable rules and regulations and Listing Agreement with BSE and as may be decided/delegated by the Board from time to time including considering and resolving the grievances of the security holders of the company.
The broad terms of reference of the said Committee are as follows:
1. To look into the redressal of grievances such as transfer of security, non-receipt of annual reports, dividends, interest, etc. of various stakeholders of the Company viz. shareholders and other security holders, if any.
2. To approve and monitor transfers, transmission, splitting, consolidation, dematerialization, rematerialisation of securities issued by the Company and issue of duplicate security certificates.
3. To expedite the process of share transfers, the Board of Directors has delegated the power of share transfer to the registrar and share transfer agents.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and Board for approval. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.
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 AccountingTreatment
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 capital markets during the last three years. No penalties have been imposed on the Company by the stock exchanges, SEBI or other statutory authorities 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 clause 49(IV)(F).
v. Vigil Mechanism
As per Sec. 177(9) of the Companies Act, 2013, applicable Rules and the Listing Agreement, the company has established a vigil mechanism (whistle blower policy) for their directors and employees to report their genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No personnel have been denied access to the Audit Committee.
The Whistle Blower Policy has been disclosed on the Company's website at www.seasonsfurnishings.com and circulated to all the Directors / Employees.
vi. Risk Management
The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board.
vii.Declaration By CEO with regard to code of conduct
The Chairman & Managing director Mr. Inderjeet Singh Wadhwa has furnished a declaration affirming compliance of code of conduct by directors and senior Management personnel.
The Managing Director and CFO certification on the financial statements and internal controls relating to the financial reporting for financial year ended 2015 is enclosed with the report.
MEANS OF COMMUNICATION
The quarterly results of the Company are published in leading and widely circulated English/Hindi national like Business Standard, Financial Express, Jansatta, Mint, Rashtriya Sahara etc. as per the requirements of the Listing agreement with the Stock Exchange. The results are also mailed to the Stock Exchange where the shares of the company are listed. The Financial Results of the Company are also available at the www.bseindia.com and Companies web site www.seasonsfurnishings.com. The Annual Report of the Company is also sent to all the members at their registered address.
GENERAL SHAREHOLDER INFORMATION
i. Annual General Meeting
The 29th Annual General Meeting is Scheduled as under:-
Date: 30th September, 2015 (Wednesday)
Time: 10.00 A.M.
Venue: Royal Vatika, Main Bus Stand, Khera Khurd, Alipur Block, Delhi - 110 082
ii. Financial Calendar (Tentative):
Unaudited Financial results for the quarter ended 30th June, 2015 Unaudited Financial results for the quarter ended 30th September, 2015 Unaudited Financial results for the quarter ended 31st December, 2015 Unaudited Financial results for the quarter ended 31st March, 2015 August, 2015 November, 2015 February, 2016 May, 2016
iii. Book Closure Period : 29th September, 2015 to 30th September, 2015 (both days inclusive).
iv. Listing on Stock Exchange
Your Company is presently listed at Bombay Stock Exchange Limited.
Stock Code : BSE514264 NSDL/CDSL - ISININE707B01010
Listing Fee for the year 2014-15 has been paid on due date to the stock exchange where the shares of the company are listed.
vi. Common Agency for Share Transfers and Electronic Connectivity:
Skyline Financial Services Pvt. Ltd. D - 153A, First Floor, Okhla Industrial Area, Phase - I, New Delhi - 110065 Tel: 011-64732681-88 Fax: 011-26292681 E-mail: firstname.lastname@example.org
vii. ShareTransfer System.
Share transfer request received in physical form are registered within 30 days from the date of receipt and demat request are normally confirmed within the prescribed time from the date of receipt
x. Plant Location
Plot No. 466-67, HSIIDC Industrial Estate, Barhi Sonepat (Haryana)
xi. Address for correspondence
Seasons Textiles Limited. Seasons House, B-18, Sector-5, Noida 201301 U P Tel. Nos (0120) 4690000. Fax Nos (0120) 4351485
Mrs. Kavita email@example.com Tel. Nos (0120) 4690000 Fax Nos (0120) 4351485