ADVANCE LIFESTYLES LIMITED
Your Directors have pleasure in presenting herewith the 28th Annual Report togetherwith the Audited Statement of Accounts for the year ended 31st March 2017.
The highlights of Financial Results of the Company for the financial year ended 31March 2017 are as under:
(Rs. in lacs)
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Total Income ||85.62 ||457.30 |
|Depreciation ||0.51 ||1.50 |
|Profit / (Loss) before Tax ||43.66 ||(1.47) |
|Profit / (Loss) after Taxation ||28.36 ||(2.40) |
|Profit / (Loss) brought forward from last year ||2414.26 ||2416.66 |
|Balance Profit / (Loss) carried forward to Balance Sheet ||2442.62 ||2414.26 |
OPERATIONS AND FUTURE PLANS:
During the year under review the Company has not carried out any major activities ineither segment (textile / real estate) except some trading in textiles and financingtransactions and has showed Pre-Tax Profit of Rs.43.66 lacs as against a Pre-tax Loss ofRs.1.47 lacs (Previous Year) .
Your Directors do not recommend any dividend.
The Company has not made any Capital Expenditure during the year under review.
OLD TEXTILE DUES:
In terms of the agreement executed between the Textile Labour Association a recognizedrepresentative Union of the Mill workers and the Order of Hon'ble Gujarat High Court dated11.2.2008 the Company has received further resignations from workers during the Yearended 31.03.2017.
CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of the business.
The Equity Shares of the Company continue to remain listed on BSE Limited.
EMPLOYEES' STOCK OPTION SCHEME:
The Company has not granted any Employee Stock Option within the meaning of Section62(1)(b) of the Companies Act 2013 read with its rules framed thereunder and respectiveSEBI guidelines.
There is no subsidiary of the Company.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges Consolidated
Financial Statements of the Company and its Subsidiary Companies are required to beprepared. In absence of any Subsidiary Company only Stand Alone Accounts are prepared
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:-
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures.
2. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the statement of affairs of the Company as at March 31 2017 and of theProfit or Loss of the Company for the year ended on that date.
3. T he Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of The Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. The Directors have prepared the annual accounts of the Company on a going concernbasis.
5. The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
A report as stipulated under SEBI Listing Obligations and Disclosure Requirements(LODR) Regulations 2015 is given in Corp. Governance Report and forms part of the AnnualReport.
The Company has taken necessary measures to comply with the newly introduced ListingObligations and Disclosure Requirements 2015 (LODR Regulations 2015) i.e. A separatereport on corporate Governance for the year ended on 31st March 2017 is attached herewithas a part of this Annual Report. A certificate from Statutory Auditors of the Companyregarding compliance of Corporate Governance as stipulated under the LODR Regulations2015 is obtained by the Company and annexed to the Corporate Governance Report.
The details of various Committees and details of their Meetings held under the periodunder review are given in the report on Corporate Governance which forms part of thisReport.
POLICY ON NOMINATION AND REMUNERATION:
The policy on Nomination and Remuneration is given in the report on CorporateGovernance which forms part of this Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material inaccordance with the provisions of the Act.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
The provisions relating to Corporate Social Responsibility are not applicable to theCompany. INTERNAL FINANCIAL CONTROL:
The Company has in place looking to its activities adequate internal financialcontrols and a laid down Policy with reference to financial statements/ activities. Noweakness in the design or operation has been observed.
During the period under review there were no frauds reported by the auditors under theprovisions of the Companies Act 2013
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri S Srinivasan Independent Director has resigned and ceased to the Director w.e.from 13.09.2016. The Board has placed on record their deep sense of appreciation for hisservices and contribution during his Tenure as Director / Independent Director.
In terms of the requirements of the Companies Act 2013 and SEBI (LODR) Regulations2015 Smt. Reet K Keswani has been appointed as WOMAN Director. She is an IndependentDirector. Necessary resolution is placed for Members' approval.
Pursuant to sub Section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 theCompany has received a Declaration from Smt. Keswani Independent Director confirmingthat she meets and qualifies with criteria of Independence as prescribed both under theCompanies Act 2013 and under SEBI regulations.
Your Directors recommend her re-appointment as Director. Except Smt. Keswani herselfno other Director is interested in her appointment. Brief resume of Smt. Keswani asrequired under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is given elsewhere in the Annual Report.
Shri Phulchand Agarwal retires by rotation and being eligible offers himself forre-appointment.
Except that there was no change in Directorate/ KMP during the Year under review.
A formal annual evaluation has been made by the Board of its own performance and thatof its Committees and individual directors which is satisfactory. The Board has decidedto widen the scope and enhance the volume of activities during the coming Year. Since onlyOne Independent Director is on the Board the question of meeting of Independent Directorsdoes not exist. All the Directors are updated and familiarized with the activities of theCompany.
The Auditors' Report does not contain any qualification reservation or adverse remark.The observations made by the auditors are self-explanatory and are dealt with in the notesto the accounts.
M/s Dhiren Shah & Company Chartered Accountants the Statutory Auditors of theCompany are holding office until the conclusion of the ensuing Annual General Meeting andare eligible for reappointment. The Company has received a letter from them to the effectthat their appointment if made would be within the prescribed limits under Section 139of the Companies Act 2013 and that they are not disqualified for such appointment withinthe meaning of Section 141 of the Companies Act 2013.
The Board has appointed Shri Dushyant B Dholakia Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 2016--2017. The Secretarial Audit Reportfor the financial year ended 31st March 2017 is annexed herewith as Annexure to thisReport. The Board sincerely endeavors to comply with the provisions of Companies Act 2013and SEBI Directives referred to in the Secretarial Audit Report.
MEETINGS HELD DURING THE YEAR UNDER REVIEW:
The Board met Four times during the year under review. For further details pleaserefer report on Corporate Governance annexed to this Report.
CONSERVATION of ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
Provisions of the Companies Act 2013 for disclosure of information on Conservation ofEnergy and Technology Absorption are presently not applicable to the Company. There was noForeign Exchange earning or outgo during the year under review.
PARTICULARS OF EMPLOYEES:
There were no employees drawing salaries in excess of limits prescribed under Section197(12) of The Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 apply.
Your Company has not accepted any public deposits during the year under review.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is annexed herewith as separate Annexure andforms part of this Report.
The Particulars of loans guarantees or investments under Section 186 are givenin the Financial Statements (Please refer Schedule 11 read with Note No. 10 to theAccounts)
In view of no major activities undertaken by the Company during the year underreview there are no elements of risks which in the opinion of the Board may threaten theexistence of the Company.
The Company is not making any payment of managerial Remuneration as envisagedunder section 197(12) read with Rule 5 of The Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 except the payment of Fees for attending Meetings ofBoard/Committee to Independent Director and as such there is nothing to disclose. In viewthereof there is also nothing to disclose on Ratio of remuneration of each director tothe median employee's remuneration and other prescribed details as required under Section197(12) of the Companies Act read with Rule 5 of Companies (Appointment & Remunerationof Managerial Personnel) Rules -2014;
The Company has no female employee and as such there is nothing to discloseunder Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013
The Company has framed Vigil Mechanism which incorporates the Whistle BlowerPolicy in terms of the Listing Agreement. Since the Company has not accepted any PublicDeposits / Borrowings there is nothing to disclose.
The Company has not issued any Equity Shares with Differential Rights SweatEquity ESOS etc. during the Year under review.
In terms of the provisions of the Companies Act 2013 and SEBI LODR Regulations2015 an Audit Committee as per the composition required is in place to the extentpossible. The Board of Directors have accepted the recommendation if any of the AuditCommittee.
No significant or material orders were passed by the Regulators or courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors place on record their sincere appreciation for continuous support andassistance received by the Company from the Textile Labour Association Bankers andFinancial Institutions.
The Directors also place on record their appreciation of dedicated and sincere servicesof the employees of the company at all levels.
The Company will make every effort to meet the aspirations of its Shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.
For and on behalf of the Board
Date: 29th May 2017