Directors Report of Advance Lifestyles Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting herewith the 35^th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The highlights of Financial Results of the Company for the financial year ended 31^st March, 2024 is given below:

(Rs. in thousands)
Particulars	Year ended 31st	Year ended 31st
	March, 2024	March, 2023
Revenue	-	23,116.56
Other Income	35,114	32,038.64
Total Income	35,114	55,155.20
Operating Expenses	2584.41	26,826.38
Finance cost	24,866.89	22,960.23
Depreciation	21.88	15.59
Total Expense	27,474.18	49,802.20
Profit / (Loss) before Tax	7,639.82	5,353
Exceptional items and Tax expenses	5,500.35	0.61
Profit / (Loss) after Taxation	2,139.47	5,352.39

2. OPERATIONS AND FUTURE PLANS:

During the year under review, the Company has not carried out any major activities in either segment (textile / real estate) or financing transactions and has showed Post- Tax of Rs. 21.39 lacs as compared to Rs. 53.52 lacs in the previous year.

During the financial year under review, the Company has issued the Bonus shares of 31,12,875 (Thirty One Lakhs Twelve Thousand Eight Hundred and Seventy Five) fully paid-up equity shares of Rs. 10/- each aggregate to nominal value up to Rs. 3,11,28,750 (Rupees Three Crores Eleven Lakhs Twenty Eight Thousand Seven Hundred and Fifty Only) to the shareholders of the Company out of the Reserves in the ratio of 1:1 [i.e. 1 (One) fully paid up equity share for every 1 (One) equity share held by the shareholders as on closure of the trading day Friday, October 13, 2023 (Record Date)].”

3. DIVIDEND:

Your Directors do not recommend any dividend.

4. RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

5. CAPITAL EXPENDITURE:

The Company has not made any Capital Expenditure during the year under review.

6. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business during the year under review.

7. EMPLOYEE’S 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.

8. SUBSIDIARY COMPANIES:

The Company does not have any Subsidiary Company.

9. 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.

10. 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;

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, 2024 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, 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.

11. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

A report as stipulated under SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 is given in Corporate Governance Report which forms part of the Annual Report.

12. DECLARATION BY INDEPENDENT DIRECTOR TSECTION 149(6)&(10)1:

Your Company has received Declaration from Independent Directors of the Company pursuant to the compliances of section 149(6) & (10) of the Companies Act, 2013.

13. CORPORATE GOVERNANCE:

The Company has taken necessary measures to comply with the SEBI Listing Obligations and Disclosure Requirements, 2015 (LODR Regulations, 2015) and a separate report on corporate Governance for the year ended on 31st March, 2024 is attached herewith as a part of this Annual Report. A certificate from Practicing Company Secretary regarding compliance of Corporate Governance as stipulated under the SEBI LODR Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.

14. BOARD AND COMMITTEES MEETINGS:

The details of Board and 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.

The maximum time-gap between any two consecutive Board Meetings did not exceed limits as statutorily specified.

15. 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.

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year under review, all the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature. All the transactions with related parties entered into during the Financial Year under review were at an arm’s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the Related Party Transactions policy of your Company. Your Company has not entered into any transactions with related parties which could be considered as material as mentioned under the Policy and as required to be noted in FormAOC-2

17. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are not applicable to your Company as your Company has not crossed any threshold limits of net profit of Rs. 5 crores or the net worth of Rs. 500 crores or the turnover of Rs. 1000 crores or in the previous financial year.

18. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. Such internal financial controls are operating effectively. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

19. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

Pursuant to the provisions of Section 203 of the Act, the KMP of the Company as on March 31, 2024, are:

During the year under review, Ms. Shobha Jadhav, Company Secretary & Compliance Officer of the Company had resigned from the Company with effect from 10th January, 2024 and Ms. Neha Desai has been appointed as a Company Secretary & Compliance Officer of the Company with effect from 13th February, 2024. Ms. Usha Muliya was re-appointed as Independent Director in the Board Meeting dated February 13, 2024 for her integrity, expertise and experience.

20. BOARD EVALUATION:

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. A meeting of Independent Directors was also held to review the performance. All the Directors are updated and familiarized with the activities of the Company.

21. STATUTORY AUDITORS:

M/s Niraj Agarwal & Co., Chartered Accountants, Statutory Auditors of the Company has resigned with effect from 15th March, 2024.

Further, the Company has appointed M/s Piyush Shah & Co. Chartered Accountants as a Statutory Auditors of the Company who shall hold office up to the conclusion of ensuing Annual General Meeting to fill the casual vacancy in the Board Meeting held on March 22, 2024 which has been subsequently approved by the members of the Company via postal ballot on 27th April, 2024.

The Board and Audit Committee, in their Meeting held on May 30, 2024, has also recommended to the members in the ensuing Annual General Meeting, the appointment of M/s Piyush Shah & Co. Chartered Accountants for the period of 5 years.

22. AUDITORS’ REPORT AND OBSERVATIONS:

The Auditors'' reports on the Financial Statements for the year ended March 31,2024, form part of this Annual Report, including their observations. The Auditors have not reported any fraud as per the second proviso to Section 143(12) of the Act.

Management response:

The management has noted the observations raised by the auditor and are working in the process to amend the changes as required.

23. SECRETARIAL AUDITOR’S REPORT AND OBSERVATIONS:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Board of Directors has appointed M/s Pooja Gala & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor including their observations is annexed herewith and forms part of this Report.

Management response:

The management has noted the observation raised and also assured that it shall look after the compliances diligently in future.

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

The provisions of the Companies Act, 2013 for disclosure of information on Conservation of Energy and Technology Absorption are presently not applicable due to no business operations in the Company. There was no Foreign Exchange earnings or outgo during the year under review.

25. 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.

26. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records and cost audit as per section 148 of the Companies Act, 2013 are not applicable to the Company.

27. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any deposits from public which would be covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.

28. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no such material changes and commitments affecting the financial position of the Company that has occurred between the end of the financial year to which these financial statements relate and the date of the report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT, 2013:

The Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of ''sexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company values the dignity of individuals and strives to provide a safe and respectable work environment for its employees.

The Company is committed to provide an environment, which is free from discrimination and abuse. Since no of employee in the Company is less than 10 hence constitution of Internal Complaints Committee (ICC) prescribed under POSH Act is not required.

However, your Company has also been conducting awareness campaign across all its office premises to encourage its employees to be more responsible and alert while discharging their duties.

30. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees or investments under Section 186 are given in notes no 3 and 4 of the Financial Statements.

31. SECRETARIAL STANDARDS:

The Company has complied with all the mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

32. DETAILS OF FRAUD REPORT BY THE AUDITOR:

The Statutory Auditors of the Company has not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act, and Rules made there during financial year under review.

33. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status and Company’s operations.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed Vigil Mechanism which incorporates the Whistle Blower Policy in terms of the Listing Agreement.

35. RISK MANAGEMENT:

Considering the scale and nature of the company''s operations, the formation of a formal Risk Management Committee and the adoption of a dedicated Risk Management Policy are not mandated by applicable regulations. The company, however, maintains a vigilant approach to risk assessment and mitigation through internal controls, ensuring that all significant risks are identified, evaluated, and managed effectively within the existing governance framework.

36. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2024 is uploaded on the website of the Company at www.advance.net.in.

37. GENERAL DISCLOSURES:

• 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/s 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 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, all the Committee as per the composition required is in place, to the extent possible. The Board of Directors have accepted the recommendation, if any, as received from all the Committees.

• During the year under review no application is made or pending in the name of Company under Insolvency and Bankruptcy Code, 2016.

• During the year there has been no OTS of loans taken from Bank/Financial Institutions.

38. 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 managerial personnel’s of the Company.

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.

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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

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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

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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