ADVANCE LIFESTYLES LIMITED
Your Directors have pleasure in presenting herewith the 26th Annual Report togetherwith the Audited Statement of Accounts for the year ended 31st March 2015.
The highlights of Financial Results of the Company for the financial year ended 31March 2015 are as under:
(Rs. in lacs)
|Particulars ||Year ended ||Year ended |
| ||31st March ||31st March |
| ||2015 ||2014 |
|Total Income ||595.67 ||679.12 |
|Depreciation ||4.52 ||2.29 |
|Profit / (Loss) before Tax ||133.30 ||(37.23) |
|Profit / (Loss) after Taxation ||110.55 ||(30.43) |
|Profit / (Loss) brought forward from last year ||230.61 ||(22.01) |
|Balance Profit / (Loss) carried forward to Balance Sheet ||241.67 ||230.61 |
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 financing transactions and has showedPre-Tax profit of 133.30 lacs as against a loss of Rs. 37.23 lacs (Previous Year) .
Your Directors have decided to plough back and retain the earnings and do not recommendany dividend.
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 31.03.2015.
With the disinvestment from Grant Inf rastructure Pr ivate Lim ited there are nosubsidiary of the Company.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Clause 32 of Listing Agreement with Stock Exchanges ConsolidatedFinancial Statements of the Company and its Subsidiary Companies are required to beprepared. In the 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. I n the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures if any.
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 2015 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 Clause 49 of the Listing Agreement with Stock Exchanges ispresented separately and forms part of the Annual Report.
The Company has taken necessary measures to comply with the Listing Agreement with theStock Exchanges including revised Clause 49 regarding Corporate Governance. A separatereport on corporate Governance for the year ended on 31st March 2015 isattached herewith as a part of this Annual Report. A certificate from Statutory Auditorsof the Company regarding compliance of Corporate Governance as stipulated under therevised Clause 49 of Listing Agreement is obtained by the Company and annexed to theCorporate Governance 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.
Your Directors draw the attention of the Members to Note No. 10 (A) & (B) to theFinancial Statement.
The Company has not accepted any Public Deposits.
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 with reference to financial statements. No weakness in the design or operationwere observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Phulchand Agarwal retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. YourDirectors recommend his reappointment as Director. Except Shri P h u l c h a n d Agarwalhimself no other Director is interested in his appointment.
During the year under review Shri Sundeep Agarwal has demitted office of Directoreffective from 16th January-2015. Shri Som Dutt Vyas has been appointed asDirector effective from 16th January-2015 to fill the casual vacancy caused byhis resignation. The Board has placed its sincere appreciation for the services andvaluable contribution made by Shri Sundeep Agarwal during his tenure as Director of theCompany.
The Company has received a Declaration from Shri S Srinivasan Independent Director(whose term expires on 31st March 2017) confirming that he meets withcriteria of Independence as prescribed both under the Companies Act 2013 and Clause 49 ofthe Listing Agreement with Stock Exchanges.
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/ in future.
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 2014-2015. The Secretarial Audit Reportfor the financial year ended 31st March 2015 is annexed herewith as Annexureto this Report.
MEETINGS HELD DURING THE YEAR UNDER REVIEW:
The Board met six times during the year under review. For further details please referreport 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 Section
1 9 7 ( 1 2 ) of The Companies Act 2 0 1 3 read with t h e Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 apply.
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 given inthe Financial Statements ( Please refer Schedule 11 A & C read with Note No.10 to theAccounts)
- As no major activities were undertaken by the Company during the year under reviewthere 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 envisaged undersection 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 disclose underSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013
- The Company has framed Vigil Mechanism which incorporates the Whistle Blower Policyin terms of the Listing Agreement. Since the Company has not accepted any Public Deposits/ Borrowings there is nothing to disclose.
- The Company has not issued any Equity Shares with Differential Rights Sweat EquityESOS etc. during the Year under review.
- In terms of the provisions of the Companies Act 2013 and Listing Agreement an AuditCommittee as per the composition required is in place. The Board of Directors haveaccepted the recommendation if any of the Audit Committee.
- 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 |
| ||Sd/- |
|Place: Mumbai ||PHULCHAND AGARWAL |
|Date: 29th May 2015 ||CHAIRMAN |