BOARD REPORT To, The Members, ARDI INVESTMENT AND TRADING COMPANY L Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 1. Financial summary or highlights/Performance of the Company The Board’s Report shall be prepared based on the stand alone financial statements of the company. The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government. Many industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collection of loans from Industry. 2 Financial Highlights Standalone Revenues: During the fiscal 2015, the gross operational loss of the Company stood at Rs. 147191. 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 was no dividend declared and paid last year. 5 Reserves The amounts, as on ended of financial year in, Reserves is Rs, (7089743) 6 Share Capital ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] does not issued shares with differential rights during the year under review. ISSUE OF SWEAT EQUITY SHARE The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. BONUS SHARES No Bonus Shares were issued during the year under review. 7 Directors and Key Managerial Personnel Mr. Ashish P Shah, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Hiren Bhupatrai Mehta , has been appointed as Independent Director of the Company 8.Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 9 Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out is explained in Corporate Governance Report. 10 Declaration by an Independent Director(s) and re- appointment, if any A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of Listing Agreement has been received by the directors. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. 11. Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been stated in the Corporate Governance Report. 12. Managerial Remuneration: A) Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this report. 13. Details of Subsidiary/Joint Ventures/Associate Companies Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company. Company does not have any subsidiary. 14 Auditors: M/s. Omprakash Kedia & Co., Chartered Accountants, FR No.135784W hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors of the Company. 14 Auditors: M/s. Omprakash Kedia & Co., Chartered Accountants, FR No.135784W hold office until the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors of the Company. The Company has received letter from M/s. Omprakash Kedia & Co., Chartered Accountants to the effect that ,their appointment ,if made would be in the prescribed limit under 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re appointment. The Notes in the Financial statement referred to in the Auditor's report are self explanatory and do not call for any further comments 14 Auditors' Report The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 15 Disclosure about Cost Audit As per the Cost Audit Orders, Cost Audit is not applicable to the Company. 16 Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s Nishu Jain & Associates Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report .In response to that we would like to inform that these were mainly due to ambiguity and uncertainty of the applicability of the new law for the relevant period. In response to non appointment of women Director and Company Secretary we would like to state that, the company is in the process of identifying a suitable candidate with relevant experience for the said role. 17 Internal Audit & Controls The Company has appointed, external firm of Company Secretary as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. 18 Issue of employee stock options The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014. 19 Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. 20 Risk management policy: Pursuant to Section 134(3) (n) of the Companies Act 2013 & Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company. Extract Of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I . 22 Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. 23 Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development. 24 Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively. 25. Particulars of loans given, guarantees provided or investments made under section 186 The Company has not granted any loans , Investment made ,guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement. 26 Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year ended March 31,2015 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement. No Related Party Transaction. 27. Particulars of Employees In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report excluding the aforesaid information 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 is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance. 30. 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. Human Resources: Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Corporate Governance: As per Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Company's Statutory Auditors confirming compliance forms part of this report . However, the Company is not falling in the ambit of Corporate Governance Report as the Paid share Capital of the Company is less than 5 Crores and Net-worth is also Negative. Insider Trading Regulations: Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, 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 the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code. The Board has appointed Uday P Shah, Compliance officer under the code. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 35 Transfer of Amounts to Investor Education and Protection Fund : Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 36 Corporate Governance and Management Discussion And Analysis: The Corporate Governance Report is not applicable to the Company as the paid up share Capital of the Company is below 5 Crores. The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. 37 Acknowledgement An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Signing as per Board resolution passed Sd/- Uday P Shah Director02637175 Sd/- Ashish P Shah Director 02637175 |