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