Advance Lifestyles Ltd Directors Report.

To,

The Members,

ADVANCE LIFESTYLES LIMITED

Mumbai

Your Directors have pleasure in presenting herewith the 29th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The highlights of Financial Results of the Company for the financial year ended 31st March, 2018 are as under:

(Rs. in lacs)
Particulars Year ended 31st March, 2018 Year ended 31st March, 2017
Total Income 1324.60 85.62
Depreciation 0.46 0.51
Profit / (Loss) before Tax 1301.06 43.66
Profit / (Loss) after Taxation 840.58 28.36
Profit / (Loss) brought forward from last year 28.35 -2.39
Balance Profit / (Loss) carried forward to Balance Sheet 840.58 28.36

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 trading in textiles, Sale of Investment in Flats (which transactions are likely to be reversed) and financing transactions and has showed Pre- Tax Profit of Rs.1301.06 lacs as against a Pre-tax Profit of Rs.43.66 lacs (Previous Year) .

DIVIDEND:

Your Directors do not recommend any dividend.

CAPITAL EXPENDITURE:

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 recognized representative Union of the Mill workers and the Order of Honble Gujarat High Court dated 11.2.2008, the Company has received further resignations from workers during the Year ended 31.03.2018.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business.

LISTING:

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 Section 62(1)(b) of the Companies Act, 2013 read with its rules framed thereunder and respective SEBI guidelines.

SUBSIDIARY COMPANIES:

There is no subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by SEBI LODR Regulations , 2015, Consolidated Financial Statements of the Company and its Subsidiary Companies are not required to be prepared. 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, with respect to Directors Responsibility Statement, it is hereby confirmed that:-

1. I n 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, 2018 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.

MANAGEMENTS 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 Annual Report.

CORPORATE GOVERNANCE:

The Company has taken necessary measures to comply with the newly introduced Listing Obligations and Disclosure Requirements, 2015 (LODR Regulations, 2015) i.e. A separate report on corporate Governance for the year ended on 31st March, 2018 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 LODR Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.

BOARD COMMITTEES:

The details of various Committees and details of their Meetings held under the period under review are given in the report on Corporate Governance, which forms part of this Report.

POLICY ON NOMINATION AND REMUNERATION:

The policy on Nomination and Remuneration is given in the report on Corporate Governance, which forms part of this 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 arms 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.

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 and a laid down Policy with reference to financial statements/ activities. No weakness in the design or operation has been observed.

During the period under review, there were no frauds reported by the auditors under the provisions of the Companies Act, 2013

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Som Dutt Vyas retires by rotation and being eligible offers himself for re-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 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. Since only One Independent Director is on the Board, the question of meeting of Independent Directors does not exist. All the Directors are updated and familiarized with the activities of the Company.

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 reappointment. 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 2017--2018. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as Annexure to this Report. The Board sincerely endeavors to comply with the provisions of Companies Act, 2013 and 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, please refer report on Corporate Governance annexed to this Report. The maximum time-gap between any two consecutive Board Meetings did not exceed 120 days.

CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: Provisions of the Companies Act, 2013 for disclosure of information on Conservation of Energy and 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 197(12) of The Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 apply.

FIXED DEPOSITS

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 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 read with Note No. 10 to the Accounts)

In view of no major activities 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 employees 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 SEBI LODR Regulations, 2015, an Audit Committee as per the composition required is in place, to the extent possible. 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 Companys 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/-
Place: Mumbai Phulchand Agarwal
Date: 29th May, 2018 Chairman