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Directors Report of Advance Lifestyles Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The highlights of Financial Results of the Company for the financial year ended 31st March, 2014 are as under: (Rs. in lacs)

Particulars Year ended Year ended 31st March, 31st March, 2014 2013

Total Income 679.12 1082.48

Depreciation 2.29 1.96

Profit / (Loss) before Tax (37.23) 30.20

Profit / (Loss) after Taxation (30.43) 24.35

Profit / (Loss) brought forward

from last year (22.01) (46.45)

Balance Profit / (Loss) carried

forward to 230.611 (22.01) Balance Sheet

OPERATIONS AND FUTURE PLANS:

During the year under review, the Company has not carried out any activities in either segment (textile / real estate) and therefore there is a loss of Rs.37.23 lacs as against a pre-tax Profit of 30.20 lacs (Previous Year) .

As already reported last year, the Company had selected Real Estate Sector amongst various business opportunities across sectors, however, due to continued sluggishness in housing and real estate sector, it decided to abstain to take any risk and did not venture into any project and as such, the Financial Results do not show any improvement.

DIVIDEND:

Due to the inadequate profit and brought forward losses, the Directors 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 both dated 11.2.2008, the Company has received resignations from 18 workers during the Year ended 31.03.2014.

SUBSIDIARY COMPANIES:

During the Year under review, the Company disinvested from two Subsidiaries viz. Advance Infraspace Private Limited and Advance Spacelink Private Limited. Grant Infrastructure Private limited only remained a subsidiary of the Company as on 31st March, 2014.

After the Financial Year under review, your Directors have decided to disinvest and sell the shareholdings in Grant Infrastructure Private limited also and as such it ceased to be the Subsidiary from the date of such transfer of holdings.

As per the General Circular No.1/2011 dated 8.2.2011 issued by the Ministry of Corporate Affairs, Govt of India, a Consolidated Statement of the subsidiary company viz. Grant Infrastructure Private limited showing the required details for the period from 01.04.2013 to 31.03.2014 is attached to and forms part of this Annual Report and hence furnishing other documents as per Section 212 of the Companies Act, 1956 is exempted. Any member desirous of having full Annual Report of the said subsidiary Companies may write to the Registered Office of the Company and a copy of such Report will be sent by post.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Clause 32 of Listing Agreement with Stock Exchanges, Consolidated Financial Statements of the Company and its Subsidiary Companies namely Grant Infrastructure Private limited for the year ended 31st March, 2014 have been prepared by the Company in accordance with the requirements of Accounting Standard - 21 "Consolidated Financial Statements" and Accounting Standard - 23 "Accounting for investments in Associates" issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements form part of the Annual Report.

MEETINGS HELD DURING THE YEAR UNDER REVIEW:

The Board met five times during the year under review on 13th June, 2013, 27th June, 2013, 14th August, 2013, 15th November, 2013 and 11th February, 2014. The full details are given in Corporate Governance Report, annexed to this 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, 2014 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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of The Companies Act, 1956 / 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.

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, 2014 and of the Profit or Loss of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956/2013 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.

CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Provisions of the Section 217 (e) of The Companies Act, 1956 for disclosure of information on Conservation of Energy and Technology Absorption are presently not applicable to the Company. There is 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 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended and hence no information is furnished thereto.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the year under review.

Shri M S Bhardwaj, Independent Director ceased be to a Director of the Company w.e. from 11.2.2014, by resignation. The Board has placed on record their appreciation for the contribution made and services rendered by Shri M S Bhardwaj, as a Director.

The term of all the existing directors is subject to retirement by rotation. The Companies Act, 2013 (The Act) provides that the independent directors are not liable to retire by rotation and their term of appointment can be up to five consecutive years.

The Company has received necessary declaration from Shri S Srinivasan, the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In view of the change in the terms of the appointment of Independent Director, as aforesaid, Shri S Srinivasan, Independent Director of the Company shall retire at the forthcoming Annual General Meeting and being eligible be re-appointed under the new terms for three years i.e. up to the conclusion of Annual General Meeting that may be held for the financial year ending March 31, 2017. His brief resume, as required under Clause 49 of the Listing Agreement, is covered under Annexure to the Notice for 25th AGM of the Company. Necessary resolutions have been placed for your approval. Your Directors recommend his re-appointment as Independent Director.

None of the Directors of the Company is disqualified from being appointed as a Director as specified under Section 164 of the Companies Act, 2013.

In terms of Section 152 of the Act, out of remaining two Non-Independent Directors, Shri Sundeep Agarwal is liable to retire by rotation and being eligible, offers himself for re- appointment. Your Directors recommend his re-appointment as Director. Except Shri Sundeep Agarwal, himself, no other Director is interested in his appointment.

In terms of Listing Agreement, your Company must have whole time official i.e. Managing Director, Manager or CEO. Shri Phulchand Agarwal was appointed in 2009 for a term of 5 Years as Managing Director of the Company as required. His term expires on 31.10.2014. Necessary resolution for Members'' approval have been placed. Your Directors recommend his re-appointment as Managing Director.

RELATED PARTY TRANSACTIONS:

The details of such Transactions are given in the Annual Report which is self explanatory.

CERTIFICATE UNDER SECTION 383 A OF THE COMPANIES ACT.1956:

A Certificate obtained under Section 383 A of the Companies Act, 1956 issued by Practicing Company Secretary is attached and forms part of this Report.

AUDITORS'' OBSERVATIONS:

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.

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

Place: Mumbai PHULCHAND AGARWAL Date: 14th August, 2014 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS:

The highlights of Financial Results of the Company for the financial year ended 31st March, 2010 are as under:

2009-10 2008-2009 Rs.in lacs Rs.in lacs

Gross Profit / Loss before Interest and 343.44 -719.58 Depreciation

Interest 19.44 22.95

Depreciation 1.44 1.56

Profit/Loss after Interest and 361.44 -698.19

Depreciation

Provision for Tax 0 0

Fringe Benefit Tax 0 0.50

Income tax Provision written back 0.03 547.81

Profit after Taxation 361.41 -1.50.88

Loss brought forward from last year -370.19 -219.31

Balance Loss carried forward to -8.78 -370.19 Balance Sheet

DIVIDEND:

Due to inadequacy of profits, the Directors do not recommend any dividend.

REVIEW:

In terms of the agreement executed between the Textile Labour Association a recognized representative Union of the Mill workers and the Order both dated 11.2.2008, the Company has received resignations from 491 workcs During the year under review, four criminal complaints filed by me < ,. Corporation and one compliant filed by the Government of Gujarat «ve;e withdrawn and disposed off respectively.

DIRECTORS:

Shri V.S. Didwania, resigned as a Director on 29.01 2010 On 29.1.2010. the Board appointed Shri M.S. Bhardwaj as Additional Director on the Board to hold office till the date of ensuing Annual General Meeting and being eligible, offers himself for appointment as Director. Shri S.Srinivasan, Director is liable for retirement by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re- appointment as Director. Except Shri S.Srinivasan , no other Director is interested in his appointment.

The Company proposes to appoint Shri Phulchand Agarwal as Managing Director of the Company for a period of five years from 01.10.2009- 30.09.2014. He is a promoter Director and having rich experience in business for more than sixty years. Directors recommend his appointment as Managing Director. Except Shri Phulchand Agarwal , no other Director is interested in his appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of The Companies Act 1956 with respect to Directors Responsibility Statement, it is heieby 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.

2. the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2010 and of the Profit of the Company for the year ended on that date.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

4. the Directors have prepared the annual accounts of the Company on a going concern basis.

CORPORATE GOVERNANCE

The Company has been complying with the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A separate Statement on Corporate Governance is given elsewhere in this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Provisions of the Section 217 (e) of The Companies Act, 1956 for disclosure of information on Conservation of Energy and Technology Absorption is presently not applicable to the Company. There is no Foreign Exchange earning during the year under consideration.

AUDITORS

Auditors of the Company M/s Dhiren Shah & Company, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

PARTICULARS OF EMPLOYEES:

There were no employees drawing salaries in excess of limits prescribed under Section 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended and hence no information is furnished thereto.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their since appreciation of continuous support received by the Company from the Textile Labour Association, ana an others concerned.

By Order of the Board of Directors Place: Ahmedabad PHULCHAND AGARWAL

Date: 31st May, 2010 CHAIRMAN




Mar 31, 2009

The Directors have pleasure in presenting the 19th Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2009.

FINANCIAL RESULTS:

The highlights of Financial Results of the Company for the financial year ended 31st March, 2009 are as under:

2008-2009 2007-2008 Rs.in lacs Rs.in lacs

Gross Profit/Loss before Interest and -719.82 -47.23 Depreciation

Interest 22.95 67.88

Depreciation 1.56 1.52

Profit/Loss after Depreciation -698.43 -19.13

Provision for Tax 0 6.80

Fringe Benefit Tax 0.50 0.90

Income tax Provision written back 548.10 0

Profit after Taxation -150.83 -11.43

Loss brought forward from last year -219.31 -230.74

Balance Loss carried forward to Balance -370.14 -219.31 Sheet



DIVIDEND:

Due to the losses incurred, the Directors do not recommend any dividend.

Subsequent to the execution of agreement between the Textile Labour Association, a recognized representative Union of the Mill workers and the Hon.ble High Court passed an Order on 11.02.2008 the Company has been receiving good response from the workers.

COMMENTS OF THE MANAGEMENT TO THE AUDITORS REPORT

With reference to the observations/qualifications of Auditors in respect of the accounts for the year ended 31st March, 2009, the Board is of the view in relation to the paragraphs of Draft Auditors Report that:

Para Nos. and comments thereto:

4 (a) Policy of the Company is to create liability for the workers as and when they submit resignation to the Company. This is in order of the Order of Hon.ble High Court made on 11.02.2008.

4 (b) Application is being made to the Government of India for securing necessary permission/approval under Section 295 of the Companies Act, 1956.

4 (c) Approval of Board have been taken stating as investments in ICDs. Further all the loans granted by the company during the year 2008-09 have been ratified by the Board in this meeting. Besides, the Company has given sanction letters and collected the acceptance to/of the parties to whom ICDs have been given. All these sanction letters were signed by the Director and accepted by the authorized person of the borrowing entities.

4 (d) The Company is in possession of surplus land at Ahmedabad and based on the government guideline rates, the value of the land is more than adequate, to meet all the liability including the liability of Rs. 4,73,83,235/ not provided for. As the Company will realise much higher value than the liabilities, therefore, the Company has good potential for good return. Therefore, the Company should be construed as a going concern

DIRECTORS:

Shri S.D.Vyas is liable for retirement by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re appointment. Your Directors recommend his re-appointment as Director. Except Shri S.D. Vyas, no other Director is interested in his appointment.

The Company proposes to appoint Shri Pradeep Agarwai as Managing Directors of the Company for a period of five years from 01.10.2009-30.09.2014. He is a promoter Director and because of his hard work and contribution, the came was deregistered from the Hon.ble BIFR. Directors recommend his appointment as Managing Director. Except Shri Pradeep Agarwai, no other Director is interested in his appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of The Companies Act, 1956 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.

2. the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2009 and of the Profit of the Company for the year ended on that date.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

4. the Directors have prepared the annual accounts of the Company on a going concern basis.

CORPORATE GOVERNANCE

The Company has been complying with the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A separate Statement on Corporate Governance is given elsewhere in this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Provisions of the Section 217 (e) of The Companies Act, 1956 for disclosure of information on Conservation of Energy and Technology Absorption is presently not applicable to the Company. There is no Foreign Exchange earning during the year under consideration.

AUDITORS

Your Companys Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants, Mumbai vide their letter dated 13th August, 2009 have expressed not to be re-appointed after the forthcoming Annual General Meeting. Your Directors would like to appoint M/s Dhiren Shah & Co. Chartered Accountants, Ahmedabad as Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next

Annual General Meeting, in the vacancy caused by the outgoing Auditors upon the completion of their term. The Company has received a letter from M/s Dhiren Shah & Co. confirming that their appointment, if made would be within the limits prescribed under Section 224 (1B) of The Companies Act, 1956. The members are requested to approve their appointment and authorize the Board of Directors to fix their remuneration.

PARTICULARS OF EMPLOYEES:

There were no employees drawing salaries in excess of limits prescribed under Section 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees Rules, 1975) as amended and hence no information is furnished thereto.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their since appreciation of continuous support received by the Company from the Textile Labour Association, and all others concerned.

By Order of the Board of Directors Place: Ahmedabad PRADEEP AGARWAL Date: 3rd September, 2009 CHAIRMAN

 
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