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Ardi Investments & Trading Company Ltd.

BSE: 504370 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Ardi Investments & Trading Company Ltd
NSE 05:30 | 01 Jan Ardi Investments & Trading Company Ltd

Ardi Investments & Trading Company Ltd. (ARDIINVEST) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. FINANCIAL RESULTS

The Financial performance of the company for the year ended 31st March 2017is summarized as follows:

(Amount in Rs.)
PARTICULAR 2016-17 2015-16
Income - -
Less: Expenditure (310717) (395752)
Profit/(Loss) Before Depreciation And Taxes (310717) (395752)
Less: Depreciation - -
Net Profit/(Loss) Before Tax (310717) (395752)
Less: Provision For Tax - -
Deferred Tax - -
Profit/(Loss) After Deferred Tax (310717) (395752)

2. FINANCIAL HIGHLIGHTS

During the fiscal 2017 the gross operational loss of the Company stood at Rs.310717.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

No change of business occurs during the year under review.

4. DIVIDEND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

5. RESERVES

The amounts as on ended of financial year Reserves are Rs. (7808066)

6. SHARE CAPITAL

ISSUE OF SWEAT EQUITY SHARE: The Company under the provision Section 54read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014 has notissued any sweat equity share during the year under review.

BUY BACK OF SECURITIES: The Company has not bought back any of itssecurities during the year under review.

BONUS SHARES: No Bonus Shares were issued during the year under review.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act 2013 Mr. Udaykumar P ShahDirector of the company who is liable to retire by rotation being eligible forreappointment offers himself for reappointment. Appropriate resolutions for there-appointment are being placed for your approval at the ensuing AGM.

DECLARATION OF INDEPENDENCE:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

CESSATION

Hiren Bhupatrai Mehta has resigned from the post of the Director of the Company witheffect from 05/05/2017.

8. NUMBER OF THE MEETINGS OF THE BOARD

The Company had conduct 5 (Five) Board meetings during the financial year 2016-17 underreview on:

• 30th May2016 1ST July2016 12th August201614Th November2016 14th February2017.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Various Committees.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

12. MANAGERIAL REMUNERATION

Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in thisreport.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to thecompany. And Company does not have any subsidiary.

14. AUDITORS

M/s. BHAGAT & Co. Chartered Accountants FR No.127250W will be appointedat ensuing AGM to hold office for the next 5 years and being eligible offer themselves forappointment as Auditors of the Company. The Company has received letter from M/s. BHAGAT& Co. Chartered Accountants to the effect that their appointment if made would bein the prescribed limit under 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for re appointment. The Notes in the Financial statement referred to in theAuditor's report are self explanatory and do not call for any further comments.

15. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

16. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Mr. Manohar ChunaraPracticing Company Secretary has been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed to this report.

With reference to the remarks and observation of the secretarial Auditor the followingexplanations have been submitted by the board of directors of the company.

• Our Company took all reasonable steps to do such appointments but as ourCompany is not doing well in its present line of business activity it failed to attractright candidates for such post. The Board of our Company continues its efforts to searchright candidate for the post of Company Secretary and CFO and will appoint the CompanySecretary and CFO as soon as possible.

• As the Financial Position of the Company is not well the company was not ableto bare the expenses of website however the board assured that they will develop theFunctional website as soon as possible.

• With respect to E-voting facility the board has intent to get the connectivitywith Depositories soon so thereafter the company will able to provide the e-votingfacilities to the shareholders.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed external firm as its Internal Auditor. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

19. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

20. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation2015 the Company has constituted a Business Risk Management Committee. At present theCompany has not identified any element of risk which may threaten the existence of theCompany.

21. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

22. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order has been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future. Thecompany is doing reasonable growth and development.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The company has adequate internal control systems in place. With a view to monitor theCompany's performance as well as to make sure that internal checks and controls areoperating properly the Company has appointed external firms of Chartered Accountant asInternal auditor. The audit committee ensures that the internal control systems areadequate and working effectively.

25. DEPOSITS

The details relating to deposits covered under Chapter V of the Act:

Accepted during the year; NIL
Remain unpaid or unclaimed as at the end of the year; NIL
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved NIL
1. at the beginning of the year;
2. maximum during the year;
3. at the end of the year; NIL

26. PARTICULARS OF LOANS GIVEN GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER SECTION186

The Company has not granted any loans Investment made guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the financial statement.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013and Listing Obligation Disclosure Regulation (LODR) 2015 during the financial year endedMarch 31 2017 are given below. Suitable disclosures as required under AS 18 have beenmade in the Financial Statement. It means there is no related party transaction.

28. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request .However as per theprovisions of Section 136 of the said Act the Annual Report Excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining the information on employee's particulars which isavailable for inspection by the members at the registered office of the Company duringBusiness hours on working days of the Company up to the date of ensuing Annual GeneralMeeting may write to the Company at the registered office of the Company in advance.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall not be applicable to the Company.

30. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

31. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is not having the paid up share capital exceeding Rs. 10 crore and Net worth isexceeding Rs. 25 cores. Further Company has obtained a Certificate from a PracticingCompany Secretaries certifying the same.

32. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code. All Board of Directorsand designated employees have confirmed compliance with the Code. The Board has appointedUday P Shah Compliance officer under the code.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels.

By Order Of Board of Directors
Sd/-
Date: 01/09/2017 Uday P Shah
Place: Mumbai Director