DIRECTORS' REPORT TO, THE MEMBERS, ADVANCE LIFESTYLES LIMITED Your Directors have pleasure in presenting herewith the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. OPERATIONS AND FUTURE PLANS: During the year under review, the Company has not carried out any major activities in either segment (textile / real estate) except some financing transactions and has showed Pre-Tax profit of 133.30 lacs as against a loss of Rs. 37.23 lacs (Previous Year) . DIVIDEND: Your Directors have decided to plough back and retain the earnings and do not recommend any dividend. OLD TEXTILE DUES: In terms of the agreement executed between the Textile Labour Association, a recognized representative Union of the Mill workers and the Order of Hon'ble Gujarat High Court dated 11.2.2008, the Company has received further resignations from workers during the Year ended 31.03.2015. SUBSIDIARY COMPANIES: With the disinvestment from Grant Infrastructure Private Limited, there are 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 be prepared. 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, with respect to Directors' Responsibility Statement, it is hereby confirmed that:- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any. 2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as at March 31, 2015 and of the Profit 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 adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The Directors have prepared the annual accounts of the Company on a going concern basis. 5. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 6. The directors have devised proper systems to ensure compliance with the provisions of 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 is presented separately and forms part of the Annual Report. CORPORATE GOVERNANCE: The Company has taken necessary measures to comply with the Listing Agreement with the Stock Exchanges including revised Clause 49 regarding Corporate Governance. A separate report on corporate Governance for the year ended on 31st March, 2015 is attached herewith as a part of this Annual Report. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance as stipulated under the revised Clause 49 of Listing Agreement is obtained by the Company and annexed to the Corporate Governance Report. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the provisions of the Act. Your Directors draw the attention of the Members to Note No. 10 (A) & (B) to the Financial Statement. PUBLIC DEPOSITS: The Company has not accepted any Public Deposits. CORPORATE SOCIAL RESPONSIBILITY(CSR): The provisions relating to Corporate Social Responsibility are not applicable to the Company. INTERNAL FINANCIAL CONTROL: The Company has in place, looking to its activities, adequate internal financial controls with reference to financial statements. No weakness in the design or operation were observed. DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Phulchand Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Your Directors recommend his re-appointment as Director. Except Shri Phulchand Agarwal, himself, nootherDirectoris interested in his appointment. During the year under review, Shri Sundeep Agarwal has demitted office of Director effective from 16th January-2015. Shri Som Dutt Vyas has been appointed as Director, effective from 16th January-2015 to fill the casual vacancy caused by his resignation. The Board has placed its sincere appreciation for the services and valuable contribution made by Shri Sundeep Agarwal during his tenure as Director of the Company. The Company has received a Declaration from Shri S Srinivasan, Independent Director, (whose term expires on 31st March, 2017), confirming that he meets with criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges. A formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors, which is satisfactory. The Board has decided to widen the scope and enhance the volume of activities during the coming Year/ in future. AUDITORS' OBSERVATIONS: 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 notes to the accounts. AUDITORS: M/s Dhiren Shah & Company, Chartered Accountants, the Statutory Auditors of the Company are holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. SECRETARIAL AUDITOR: The Board has appointed Shri Dushyant B Dholakia, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-2015. The Secretarial Audit Report for the financial year ended 31stMarch, 2015 is annexed herewith as Annexure to this Report. MEETINGS HELD DURING THE YEAR UNDER REVIEW: The Board met six times during the year under review. For further details, please refer report on Corporate Governance annexed to this Report. CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: Provisions of the CompaniesAct,2013fordisclosureofinformationonConservationofEnergyand Technology Absorption are presently not applicable to the Company. There was no Foreign 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 97(1 2) of The Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 apply. Advance Lifestyles Limited Annual Report 2014-15 EXTRACT OF ANNUAL RETURN: Extract of Annual Return of the Company is annexed herewith as separate Annexure and forms part of this Report. GENERAL DISCLOSURES: - The Particulars of loans, guarantees or investments under Section 186 are given in the Financial Statements ( Please refer Schedule 11 A & C read with Note No.10 to the Accounts) - As no major activities were undertaken by the Company during the year under review, there are no elements of risks which in the opinion of the Board may threaten the existence of the Company. - The Company is not making any payment of managerial Remuneration as envisaged under section 197(12) read with Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 except the payment of Fees for attending Meetings of Board/Committee to Independent Director and as such there is nothing to disclose. In view thereof, there is also nothing to disclose on Ratio of remuneration of each director to the median employee's remuneration and other prescribed details as required under Section 197(12) of the Companies Act read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules -2014; - The Company has no female employee, and as such there is nothing to disclose under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 - The Company has framed Vigil Mechanism which incorporates the Whistle Blower Policy in 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 Equity, ESOS, etc. during the Year under review. - In terms of the provisions of the Companies Act, 2013 and Listing Agreement, an Audit Committee as per the composition required is in place. The Board of Directors have accepted the recommendation, if any, of the Audit Committee. - No significant or material orders were passed by the Regulators or courts or Tribunals which impact the going concern status and Company's operations in future. ACKNOWLEDGEMENT: Your Directors place on record their sincere appreciation for continuous support and assistance received by the Company from the Textile Labour Association, Bankers and Financial Institutions. The Directors also place on record their appreciation of dedicated and sincere services of the employees of the company at all levels. The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times. For and on behalf of the Board Sd/- PHULCHAND AGARWAL CHAIRMAN Place: Mumbai Date: 29th May, 2015 |