Your Directors have pleasure in presenting their Report on the business and operations of the Company along with the audited financial statements for the year ended March 31,2015.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your perusal:

                                                         (Rs. in Lakhs)

                                           Financial         Financial
Particulars                                Year Ended        Year Ended
                                           31st March,       31st March
                                              2015              2014

Total Income                                2006.16           1718.80

Expenditures other than Interest
Depreciation and Tax                       1,847.63            1577.6

Earnings Before Interest
Depreciation and Tax (EBIDTA)                158.53            141.20

Interest and Finance charges                 111.14             94.09

Depreciation                                  44.31             45.02

Profit before tax                              3.08              2.09

Tax Expenses                                 -12.74              0.98

Profit after Tax                              15.82              1.11

Surplus Brought forward                      343.02            341.91

Amount available for appropriation           307.84            343.02

Surplus/(deficit ) carried to
Balance sheet                                307.84            343.02

REVIEW OF OPERATIONS

The total income of the Company during the financial year 2014-15 stands at Rs. 2006.16 Lakhs.

As against Rs 1718.80 lakhs in the previous financial year. The Company during the financial year 2014-15 earned profit before tax of Rs. 3.08 Lakhs as against Rs. 2.09 Lakhs in the previous financial year.

The lower profitability of the Company during the financial year was, inter alia, due to the low turnover which is the result of slow demand in the market and high Inventory carrying costs.

Company is coming up with new plans, designs & strategies for greater consumer acceptance of the company's products & increased profitability in the near future.

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.

Operations and Business Performance: Kindly also refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

DIVIDEND

In order to plough back profits for future requirements of funds of the company, your Directors have not recommended any dividend for the year.

FIXED DEPOSITS

The Company has not accepted any public deposits during Fiscal 2015.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

LISTING PARTICULARS

Equity shares of the Company are listed on Bombay Stock Exchange. The Company has paid the listing fees for the year 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investment and not given any loans and not provided any security. The Company issued guarantee in favour of Seasons Textiles Ltd to Canara Bank for working capital credit facilities extended by Canara Bank to Seasons Textiles Ltd. to the extent of Rs. 7,12,31,000/-

INSURANCE

All the properties including buildings, plant and machinery and stocks have been adequately insured.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form MGT - 9 in "Annexure C" of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 30.9.2014 , the members of the Company had appointed Mr. Kailash Chandra Mehra (DIN : 00128733) and Mr. Bishen Dass Bhagat (DIN : 03604991) were appointed as Independent Directors w.e.f. 30.9.2014 for five consecutive years and not liable to retire by rotation.

The Board of Directors in their meeting held on 6.2.15, and pursuant to the recommendations of the Nomination and Remuneration Committee and applicable provisions of the Companies Act, 2013 and Rules and the Listing Agreement, appointed Ms Poonam Mehdiratta (DIN : 01964772) 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 the next Annual General Meeting.

The Board seeks the approval of members at the ensuing AGM for her appointment as Women / Independent Director of the Company for a term of 5 consecutive years pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made hereunder. She is not liable to retire by rotation.

In the opinion of the Board, she fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder and Listing Agreement for her appointment as an Independent Director of the Company and is independent of the management. She is not related to any Director of the Company.

In accordance with the provisions of the Act and the Company's Articles of Association, Mr. Inderjeet Singh Wadhwa (DIN 00007009) retires by rotation and is eligible for re-appointment.

Your Directors recommend their appointments / reappointment.

Necessary resolutions for the appointment / reappointment of aforesaid directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the notice of the ensuing AGM.

Brief resume of the directors proposed to be appointed/reappointed, nature of expertise in specific functional areas and names of companies in which the person hold directorships / membership, shareholding is provided in Corporate Governance Report attached to this report.

All the directors of the Company have confirmed that they are not disqualified from being appointed as director in terms of Section Section 164 of the Companies Act, 2013.

All the Independent Directors have given a declaration under sub-section (7) of section 149 of the Companies Act, 2013 ("Act") that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the listing agreement.

During the year, four Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The gap between meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr. Vineet Kumar Sharma has been appointed as Chief Financial Officer of the Company with effect from 11.8.14.

Mr S.K.Sachdeva was appointed as C.S. on 31.5.14 and he joined his duties on 11.7.14.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company www.seasonsfurnishings.com

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are nomaterial departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

b) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given in "Annexure D" to this Report. A separate report on Corporate Governance and a certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance are annexed to this Report as "Annexure E".

PARTICULARS OF EMPLOYEES

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure F".

Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL As per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto.

Full version of the Annual Report 2014-15 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Directors' Report, Management Discussion and Analysis, Corporate Governance Report are being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website.

STATUTORY AUDITORS AND THEIR REPORT

In the last Annual General Meeting (AGM) held on 30.9. 2014, M/s. Anuj Garg & Co. Chartered Accountants, New Delhi (Firm's Registration No. 03473N), have been appointed Statutory Auditors of the Company till conclusion of 26th AGM to be held in the year 2016.

Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this AGM.

Further, they have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self- explanatory and therefore do not call for any further comments.

The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the applicable rules, the Company has appointed M/s Pramod Kothari & Co., PCS as Secretarial Auditor of the Company ( in place of M/s Garima Mahawar & Associates, Company Secretaries who were unable/unwilling to conduct the Secretarial Audit) , a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure G" and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

SIGNIFICANT OR MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in future.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of 3 Directors. The composition of the Committee and other details are provided in the Corporate Governance Report of the Company.

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 victimisation of persons who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in accordance with the Companies Act, 2013, applicable rules and Listing Agreement

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with Related Party Transactions. The policy is disclosed on the website of the Company www.seasonsfurnishings.com. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

CASH FLOW STATEMENT

Cash flow statement as per the listing agreement is attached herewith.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and continued co-operation received from the Banks, Government Authori- ties, Customers and Shareholders. Your Directors also wish to take on record their deep sense of appreciation for the committed & untiring services of the employees at all levels which has contributed to the smooth running of company's business & operations.

                            For and on behalf of the Board of Directors
                                            Seasons Furnishings Limited

Place : New Delhi                                (Mandeep Singh Wadhwa)
Dated : 12.08.2015                                    Managing Director