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DIRECTOR'S REPORT

Advance Lifestyles Ltd.

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Market Cap. (₹) 11.95 Cr. P/BV 0.34 Book Value (₹) 111.53
52 Week High/Low (₹) 50/23 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/09/2017 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2014-03 
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

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