·abdi investment and trading co ltd · ardi investment and trading co ltd notice to the members...

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·ABDI INVESTMENT AND TRADING CO LTD

Regd off: Shop No. 3 Hemu Castle, Dadabhai Road, Near Gokhlibai School Vile Parle

(W) Mumbai-400056, Maharashtra

CIN: L65923MH1981PLC024912 Email id:[email protected]

Date: 09/10/2017

To,

The General Manager-Listing

Corporate Relationship Department

The BSE Limited, Ground Floor,

Phiroz Jeejeebhoy Tower

Dalal Street, Mumbai-400001

Scrip Code: 504370

Dear Sir/Madam,

Sub: Submission Of Annual Report To Stock Exchanges Pursuant To Regulation 34

Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015 we are enclosing herewith the Annual Report of

the Company for the Financial Year ended 31st March, 2017, which has been duly

approved and adopted by the Members as per the provisions of the Companies

Act, 2013 at the Annual General Meeting of the Company held on Saturday, 30th

September, 2017.

Kindly acknowledge the receipt of the same.

Yours Faithfully,

For, ARDI INVESTMENT AND TRADING CO LTD

Satishkumar R Gajjar

Director

ARDI INVESTMENT AND

TRADING COMPANY LIMITED

ANNUAL REPORT

2016-17

ARDI INVESTMENT AND TRADING CO LTD

CORPORATE INFORMATION

BOARD OF DIRECTORS

MR. UDAYKUMAR P SHAH MR. ASHISH P SHAH MR. RAKSHIT M SHAH MR. SATISHKUMAR R GAJJAR MRS. SUNAINA SWETANG JOSHI

REGISTERED OFFICE

SHOP NO. 3 HEMU CASTLE, DADABHAI ROAD, NEAR GOKHLIBAI SCHOOL, VILE PARLE (WEST) MUMBAI-400056 TEL: 022-26241111 FAX: 022-26241104 Email: [email protected]

AUDITORS

JIGNESH SATAPARA & CO. CHARTERED ACCOUNTANTS 27, SAMARPAN TENAMENT OPP. JANTANAAR RAILWAY CROSSING GHATLODIA, AHMEDABAD- 380061

BANKERS

AXIS BANK LIMITED.

REGISTRAR AND SHARE TRANSFER AGENTS

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED D-153A, FIRST FLOOR OKHLA INDUSTRIAL AREA,PHASE-I NEW DELHI - 110020

mailto:[email protected]


CONTENTS

NOTICE…………………………………………………………………………………

DIRECTORS REPORT……………………………………………………………..

MANAGEMENT DISCUSSION AND ANALYSIS REPORT…………..

INDEPENDENT AUDITOR’S REPORT………………………………………

BALANCE SHEET………………………………………………………………….

STATEMENT OF PROFIT AND LOSS………………………………………

CASHFLOW STATEMENT……………………………………………………..

SIGNIFICANT ACCOUNTING POLICIES………………………………….

PROXY FORM AND ATTENDANCE SLIP………………………………..


NOTICE TO THE MEMBERS

NOTICE is hereby given that the 36th Annual General Meeting of the Members of ARDI INVESTMENT AND TRADING COMPANY LIMITED will be held on Saturday, 30th September, 2017 at the registered office of the company at Shop No. 3 Hemu Castle, Dadabhai Road, Near Gokhlibai School, Vile Parle (West) Mumbai-400056 at 11.00 A.M. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2017and Statement of Profit & Loss account together with Cash Flow Statement andNotes forming part thereto (“Financial Statement”) for the year ended on 31st

March, 2017 and Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Udaykumar P Shah, who retires by rotationand being eligible, offers him for re-appointment.

3. To make the appointment of BHAGAT & Co. the Auditors and to fix theirremuneration and in this regards pass with or without modification(s), the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and otherapplicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), BHAGAT & Co, Chartered Accountants, be and hereby appointed as the statutory Auditors of the company, for the next term of 5 (Five) years, at such remuneration fixed by the Board of Directors.”

SPECIAL BUSINESS

4. REGULARIZATION OF ADDITIONAL DIRECTORTo consider and, if thought fit, to pass, with or without modifications, the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152, 160 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. Satishkumar R Gajjar (DIN: 05254111) who has appointed as an Additional


director of the company by the Board of Directors at its meeting held on April 19, 2017 and who ceases to hold office under Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of director, be and is hereby appointed as a Director of the company, liable to retire by rotation.”

By Order Of Board of Directors

Sd/- Date: 01/09/2017 Uday P Shah Place: Mumbai Director

NOTES:

1. The relevant Explanatory Statement pursuant to section 102 (1) of the CompaniesAct, 2013, in respect of Special Business at the meeting, is annexed hereto andforms part of this notice.

THE REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS OF THE COMPANYWILL REMAIN CLOSED FROM 27TH SEPTEMBER, 2017 TO 29TH SEPTEMBER, 2017(BOTH DAYS INCLUSIVE) FOR THE PURPOSE OF ANNUAL GENERAL MEETING.

2. A statement giving the relevant details of the Directors seeking re-appointmentunder Item of the accompanying Notice.

3. A member entitled to attend and vote is entitled to appoint a proxy to attend andvote instead of himself and the proxy need not be a member. Proxies in order to beeffective must be received by the company not later than forty eight (48) hoursbefore the meeting. Proxies submitted on behalf of limited companies, societies,etc., must be supported by appropriate resolutions/authority, as applicable.

4. A person can act as a proxy on behalf of Members not exceeding fifty in numberand holding in the aggregate not more than ten percent of the total share capital ofthe Company carrying voting rights. A Member holding more than ten percent ofthe total share capital of the Company carrying voting rights may appoint a singleperson as a proxy and such person shall not act as proxy for any other person orshareholder.


5. Members are requested to bring their attendance slips duly completed and signedmentioning therein details of their DP ID and Client ID/ Folio No.

6. In case of joint holders attending the Meeting, only such joint holder who is higherin the order of names will be entitled to vote at the Meeting.

7. Relevant documents referred to in the accompanying Notice and in the ExplanatoryStatements are open for inspection by the Members at the Company’s RegisteredOffice on all working days of the Company, during business hours up to the date ofthe Meeting.

8. Corporate Members intending to send their authorized representatives to attendthe Meeting pursuant to Section 113 of the Companies Act, 2013 are requested tosend to the Company, a certified copy of the relevant Board Resolution togetherwith their respective specimen signatures authorizing their representative(s) toattend and vote on their behalf at the Meeting.

9. In case of joint holders attending the Meeting, only such joint holder who is higherin the order of names will be entitled to vote.

10. No amount of dividend is remaining unpaid in the dividend account, for thetransferred.

11. Members seeking any information with regard to the Accounts are requested towrite to the Company at an early date, so as to enable the Management to keepthe information ready at the meeting.

12. The Ministry of Corporate Affairs has taken a “Green Initiative in the CorporateGovernance” by allowing paperless compliances by the companies and has issuedcirculars stating that service of notice/documents including Annual Report can besent by e-mail to its members. To support this green initiative of the Governmentin full measure, members are requested to register their e-mail addresses inrespect of electronic holdings with the Depository through their concernedDepository Participants. Members who hold shares in physical form are requestedto send their e-mail address to the Registrar and Transfer Agent of the Company.

13. The Notice of the AGM along with the Annual Report 2016-17 is being sent byelectronic mode only to those Members whose e-mail addresses are registeredwith the Company/Depositories, unless any Member has requested for a physicalcopy of the same. For Members who have not registered their e-mail addresses,physical copies are being sent by the permitted mode.


14. Members, who have not registered their e-mail addresses so far, are requested toregister their e-mail address for receiving all communication including AnnualReport, Notices, Circulars, etc from the Company electronically.

15. The Securities and Exchange Board of India (SEBI) has mandated the submission ofPermanent Account Number (PAN) by every Participant in the Securities Market.Members holding shares in electronic form are, therefore, requested to submittheir PAN details to Depository Participant(s). Members holding shares in physicalform should submit their PAN details to the Company.

16. BRIEF PROFILE OF THE DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT OFANNUAL GENERAL MEETING

Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure requirement) Regulations, 2015 the brief profile of Director Eligible for Appointment at Annual General Meeting vides item NO: 4 is as follows:

Particular Mr. Satishkumar R Gajjar

Date of Birth 23/05/1964

Date of Appointment 19/04/2017

Qualification B.Com.

Relationships between directors inter se

Mr. Satishkumar R Gajjar is not related to any of the director of the company.

Directorship held in other companies*

Nil

Membership/Chairmanships of Committee in other Public Companies

Nil

Shareholding of non-executive directors

Nil

*PVT Companies excluded.


ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT,2013)

ITEM NO: 4

The Board at its meeting held on April 19, 2017 and, appointed Mr. Satishkumar R. Gajjar as an additional director with effect from such Board meeting dates pursuant to Section 161 of the Companies Act, 2013. Hence, He will hold office up to the date of the ensuing annual General Meeting. The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that they are not disqualified under sub- section (2) of section 164 of the Companies Act, 2013. The Board considers that their association would be of immense benefit to the Company and it is desirable to avail their services as Directors. Accordingly, the Board recommends the resolution No 4, in relation to appointment of Mr. Satishkumar R. Gajjar as a Director, respectively, for the approval by the shareholders of the Company.

Brief profile of Mr. Satishkumar R. Gajjar in terms of Regulation 36 (3) of the Listing Regulations is forming part of this notice. Mr. Satishkumar R. Gajjar is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. The Board recommends passing of the resolution as set out in Item No. 4 of this Notice. None of the Director of the Company except Mr. Satishkumar R. Gajjar is concerned or interested in this resolution.



ROUT MAP OF VENUE OF AGM:

REGISTERED OFFICE:

Shop no. 3 Hemu castle, Dadabhai Road, Near Gokhlibai school, Vile Parle (west), Mumbai-400056


BOARD REPORT

Dear Members,

Your Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.

1. FINANCIAL RESULTSThe Financial performance of the company for the year ended 31st March, 2017 issummarized as follows:

(Amount in Rs.) PARTICULAR 2016-17 2015-16 Income - - Less: Expenditure (3,10,717) (3,95,752) Profit/(Loss) Before Depreciation And Taxes (3,10,717) (3,95,752)

Less: Depreciation - - Net Profit/(Loss) Before Tax (3,10,717) (3,95,752) Less: Provision For Tax - - Deferred Tax - - Profit/(Loss) After Deferred Tax (3,10,717) (3,95,752)

2. FINANCIAL HIGHLIGHTSDuring the fiscal 2017, the gross operational loss of the Company stood at Rs.3,10,717.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANYNo change of business occurs during the year under review.

4. DIVIDENDThe provisions of Section 125(2) of the Companies Act, 2013 do not apply as therewas no dividend declared and paid last year.

ANNUAL REPORT 2016-17


5. RESERVESThe amounts as on ended of financial year, Reserves are Rs. (78,08,066)

6. SHARE CAPITAL• 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 underreview.

• 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. UdaykumarP Shah, Director of the company who is liable to retire by rotation, beingeligible for reappointment, offers himself for reappointment. Appropriateresolutions for the re-appointment are being placed for your approval at theensuing AGM.

• DECLARATION OF INDEPENDENCE:The Independent Directors have submitted their disclosures to the Board thatthey fulfill all the requirements as stipulated in Section 149(6) of theCompanies Act, 2013 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act, 2013 andthe relevant rules.

• CESSATIONHiren Bhupatrai Mehta has resigned from the post of the Director of theCompany with effect from 05/05/2017.



8. NUMBER OF THE MEETINGS OF THE BOARDThe Company had conduct 5 (Five) Board meetings during the financial year 2016-17under review on:

• 30th May,2016, 1ST July,2016, 12th August,2016, 14Th November,2016, 14th

February,2017.

9. BOARD EVALUATIONPursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation,2015, the Board has carried out an annual performance evaluation of its ownperformance, the directors individually as well as the evaluation of the working of itsVarious 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 have been followed along with explanation relating to material departures;

(b) The directors have 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/loss of the company for that period;

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



(e) 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.

(f) 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. REMUNERATION POLICYThe Board has, on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors, SeniorManagement and their remuneration.

12. MANAGERIAL REMUNERATIONDetails 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 inthis report.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIESPursuant 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 subsidiaries,associate company or companies and joint venture or ventures is not applicable tothe company. And Company does not have any subsidiary.

14. AUDITORSM/s. BHAGAT & Co,., Chartered Accountants, FR No.127250W will be appointed at ensuing AGM to hold office for the next 5 years and being eligible offer themselves for appointment 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 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.



15. 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.

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 Chunara, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed to this report. With reference to the remarks and observation of the secretarial Auditor, the following explanations have been submitted by the board of directors of the company.

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

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

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



18. INTERNAL AUDIT & CONTROLSThe Company has appointed, external firm as its Internal Auditor. During the year,the Company continued to implement their suggestions and recommendations toimprove the control environment. Their scope of work includes review of processesfor safeguarding the assets of the Company, review of operational efficiency,effectiveness of systems and processes, and assessing the internal control strengthsin all areas. Internal Auditors findings are discussed with the process owners andsuitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.

19. VIGIL MECHANISMIn pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, aVigil 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) Regulation, 2015, 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.

21. 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 FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE 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 REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY’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 WITHREFERENCE 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. DEPOSITSThe 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 INVESTMENTSMADE 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.

27. 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 Listing Obligation Disclosure Regulation (LODR), 2015 during the financial year ended March 31, 2017 are given below. Suitable disclosures as required under AS 18 have been made 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 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.

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 important assets. Your Company continuously invests 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.

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 the Company is not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores. Further, Company has obtained a Certificate from a Practicing Company Secretaries certifying the same.

32. 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 insidertrading, as approved and adopted by the Directors and designated Employees ofthe Company. The Code requires pre-clearance for dealing in the Company’sshares and prohibits the purchase or sale of Company shares by the Directors anddesignated employees while in possession of unpublished price sensitiveinformation during the period of Trading Window Closure. The Board is responsiblefor implementation of the Code. All Board of Directors and designated employeeshave confirmed compliance with the Code. The Board has appointed Uday 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.





Form No.MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR END ON 31/03/2017

[Pursuant to section92 (3) of the Companies Act, 2013 andrule12 (1) of the Companies (Management and Administration)Rules, 2014]

I. REGISTRATIONANDOTHERDETAILS:

i. CIN L65923MH1981PLC024912

ii. Registration Date 01/08/1981

iii. Name of the Company ARDI INVESTMENT AND TRADING COMPANY LIMITED

iv. Category/Sub-Category of the Company Public Company/ Limited by shares

v. Address of the Registered office and Contact details

3,Hemu Castl, Dadabhai Road, Vile Parle, West,Mumbai -400056 Tel : 022-26248888 Email : [email protected]

vi. Whether listed company Yes

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

SKYLINE FINANCIAL SERVICE PRIVATE LIMITED D-153A, FIRST FLOOR OKHLA INDUSTRIAL AREA, PHASE-I NEW DELHI - 110020

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No Name and Description of main

products/ services

NIC Code of the

Product/ service

% to total turnover of the

company

1 NIL NIL NIL



III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : NIL

Sr. No.

NameAnd Address Of The Company

CIN/GLN Holding/ Subsidiary /Associate

%of shares held

Applicable Section

1. NIL NIL NIL NIL NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share HoldingCategory of Shareholders

No. of Shares held at the beginning of the year (As on 31st March, 2015)

No. of Shares held at the end of the year (As on 31st March, 2016)

% Change during theyear

Demat

Physical Total % of Total Shares

Dem at

Physical Total % of Total Shares

A. Promoter 1) Indiana) Individual/HUF

- - - - - - - - 0

b) Central Govt - - - - - - - - 0 c) State Govt(s) - - - - - - - - 0 d) Bodies Corp - - - - - - - - 0 e) Banks / FI - - - - - - - - 0 f) Any Other - - - - - - - - 0

Sub-total(A)(1):- NIL NIL NIL NIL NIL NIL NIL NIL 0

2) Foreigng) NRIs-Individuals

- - - - - - - - 0

h) Other-Individuals

- - - - - - - - 0

i) Bodies Corp. - - - - - - - - 0 j) Banks / FI - - - - - - - - 0 k) Any Other…. - - - - - - - - 0 Sub-total(A)(2):- - - - - - - - - 0

TOTAL A NIL NIL NIL NIL NIL NIL NIL NIL 0 B. Public Shareholding

1. Institutionsa) Mutual Funds - - - 0% - - - 0% 0 b) Banks / FI - - - 0% - - - 0% 0 c) Central Govt - - - 0% - - - 0% 0 d) State Govt(s) - - - 0% - - - 0% 0 e) Venture - - - 0% - - - 0% 0



Capital Funds

f) InsuranceCompanies

- - - 0% - - - 0% 0

g) FIIs - - - 0% - - - 0% 0 h) Foreign

Venture Capital Funds

- - - 0% - - - 0% 0

i) Others(specify)

- - - 0% - - - 0% 0

Sub-total(B)(1) - - - 0% - - - 0% 0

2. NonInstitutions

- - - 0% 0

a) Bodies Corp.(i) Indian (ii) Overseas

- - - - - - - - -

b) Individuals

(i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

-

NIL

-

3,27,300

-

3,27,300

-

81.825%

-

NIL

-

3,16,500

-

3,16,500

-

79.125%

-

(2.70)

Others(Specify)

NIL 72700 72700 18.175 NIL 83500 83500 20.875 2.70

Sub-total(B)(2) -

4,00,000 4,00,000 100 NIL 4,00,000 4,00,000 100 0

TotalPublic Shareholding (B)=(B)(1)+ (B)(2)

- 4,00,000 4,00,000 100 NIL 4,00,000 4,00,000 100 0

C. Shares held by Custodian for GDRs & ADRs

- - - 0% - - - 0% 0

Grand Total (A+B+C)

- 4,00,000 4,00,000 100 NIL 4,00,000 4,00,000 100

0



ii.Shareholding of Promoters

Sr. No

Shareholder’s Name

Shareholding at the beginning of the year

(As on 31st March, 2015)

Shareholding at the end of the year

(As on 31st March, 2016) No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total

% change in share holding during the year

NIL

iii. Change in Promoters’ Share holding (please specify, if there is no change)Sr. no


Cumulative Shareholding during the year

No. of shares % of total shares of the company


At the beginning of the year (As on 31st March, 2016)

There is no changes during the year

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

At the End of the year (As on 31st March, 2017)



iv. Shareholding pattern of Top Ten Shareholders(Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. no





1 RAJU MEHTA HUF 19000 4.75 19000 4.75 At the beginning of the year (As on 31st March, 2016)

19000 4.75 19000 4.75

Changes during the Year - - - - At the End of the year (As on 31st March, 2017)

19000 4.75 19000 4.75

2 RAMKALA KANODIA At the beginning of the year (As on 31st March, 2016)

18800 4.70 18800 4.70


18800 4.70 18800 4.70

3 NEETU KANODIA At the beginning of the year (As on 31st March, 2016)

18500 4.63 18500 4.63


18500 4.63 18500 4.63

4 SUJATA KISHORE NAIK At the beginning of the year (As on 31st March, 2016)

18500 4.63 18500 4.63


18500 4.63 18500 4.63

5 P.R. MEHTA HUF At the beginning of the year (As on 31st March, 2016)

18500 4.63 18500 4.63

Changes during the Year - - - -




18500 4.63 18500 4.63

6 SUCHITA R MEHTA At the beginning of the year (As on 31st March, 2016)

18500 4.63 18500 4.63


18200 4.55 18200 4.55

7 RAMAVATAR KANODIA & SONS At the beginning of the year (As on 31st March, 2016)

18200 4.55 18200 4.55


18200 4.55 18200 4.55

8 GOVIND PRASAD At the beginning of the year (As on 31st March, 2016)

18000 4.50 18000 4.50


18000 4.50 18000 4.50

9 PRATAPSEE R MEHTA At the beginning of the year (As on 31st March, 2016)

18000 4.50 18000 4.50


18000 4.50 18000 4.50

10 HITESH HUF At the beginning of the year (As on 31st March, 2016)

18000 4.50 18000 4.50


18000 4.50 18000 4.50



v. Shareholding of Directors and Key Managerial Personnel:Sr. no





1 UDAY P SHAH At the beginning of the year (As on 31st March, 2016)

NIL NIL NIL NIL

Changes during the Year NIL MOVEMENT DURING THE YEAR

NIL MOVEMENT DURING THE YEAR




NIL NIL NIL NIL

2. ASHISH P SHAHAt the beginning of the year (As on 31st March, 2016)

NIL NIL NIL NIL






NIL NIL NIL NIL

3. RAKSHIT M SHAHAt the beginning of the year (As on 31st March, 2016)

NIL NIL NIL NIL






NIL NIL NIL NIL

4. SATISHKUMAR R GAJJARAt the beginning of the year (As on 31st March, 2016)

NIL NIL NIL NIL








NIL NIL NIL NIL

5. SUNAINA SWETANG JOSHIAt the beginning of the year (As on 31st March, 2016)

NIL NIL NIL NIL






NIL NIL NIL NIL

INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amountii) Interest due but not paidiii) Interest accrued but not

NIL 7,00,000 NIL 7,00,000

Total (i+ii+iii) NIL 7,00,000 NIL 700000

Change in Indebtedness during the financial year - Addition - Reduction NIL NIL NIL NIL

Net Change NIL NIL NIL NIL Indebtedness at the end of the financial year

i) Principal Amountii) Interest due but notpaidiii) Interest accrued but notdue

NIL 7,00,000 NIL 7,00,000

Total (i+ii+iii) NIL 7,00,000 NIL 7,00,000



V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: N.A. A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No. Particulars of Remuneration Name of MD/ WTD/ Manager

Total Amount

1. Gross salary

(a)Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2) Income-tax Act, 1961

(c)Profits in lieu of salary under section 17(3) Income- tax Act,1961

NIL NIL NIL NIL NIL

2. Stock Option

3. Sweat Equity

4. Commission - as % of profit - Others, specify…

5. Others, please specify

6. Total(A)

Ceiling as per the Act



B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

Independent Directors ·Fee for attending board committeemeetings ·Commission·Others, please specify

NIL NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL NIL Other Non-Executive Directors ·Fee for attending board committeemeetings ·Commission·Others, please specify

Total(2) NIL NIL NIL NIL NIL Total(B)=(1+2) NIL NIL NIL NIL NIL Total Managerial Remuneration Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sl. no.

Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary

CFO Total

1. Gross salary (a)Salary as per provisions contained in section17(1)of the Income-tax Act,1961

(b)Value of perquisites u/s 17(2)Income-tax Act,1961

(c)Profits in lieu of salary under section 17(3) Income-tax Act,1961

NIL NIL NIL NIL

2. Stock Option 3. Sweat Equity



4. Commission - as% of profit

-others, specify… 5. Others, please specify 6. Total NIL NIL NIL NIL

VI. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type Section of the companies Act

Brief description

Details of Penalty/ Punishment/Compounding fees imposed

Authority [RD /NCLT/Court]

Appeal made. If any(give details)

A.Company Penalty Punishment Compounding

B.Directors Penalty Punishment Compounding

C.OtherOfficersInDefault Penalty Punishment Compounding



MANAGEMENT DISCUSSION & ANALYSIS REPORT

ABOUT THE INDUSTRY The year 2014 has been a landmark year in the history of Indian Politics as the new NDA government came into power and formed the government with sweeping majority. The magnitude of the mandate has ignited hopes that the new government would be able to implement reforms for greater growth in the future. The first quarter of FY15 saw a surge in investor sentiments that was triggered by the ascent to power of the NDA .The new government presented the Budget for the FY16-17 which focused on growth, weaker sections and social security and at the same time, fiscal responsibility was maintained.

ABOUT THE ARDI INVESTMENT AND TRADING COMPANY LIMITED

Business Overview: The Company is engaged into the activities such as Corporate Finance & Advisory Services and trading in shares, Investments, etc. The Company is taking number of initiatives to consolidate and improve margins and return on capital which will in turn enhance the shareholders value. The current year was a better year for the Company. Due to uncertain finance market, the Company is taking a cautious view and will adopt its investment policies accordingly.

FINANCIAL PERFORMANCE Standalone Profit:

During the fiscal 2017, the gross operational loss of the Company stood at Rs. (3,10,717 )

Financial Highlights: (Rupees in Thousands) a) Income from operation stood at NIL for fiscal 2017b) Loss Before Taxes of fiscal 2017 was Rs (3,10,717)c) Loss After Taxes of fiscal 2017 was Rs (3,10,717)d) Basic Earnings per share for fiscal 2017 was 0.78 per sharee) Cash & cash equivalents stood at Rs 71,358 on March 31, 2017f) Face value of per Equity shares is Rs 10/-



SWOT ANALYSIS

FUTURE STRATEGY

a) EXPANSION OF EXISTING ACTIVITIES: Our Company intends to expand its financialServices and trading services.

b) FINANCIAL MANAGEMENT/ADVISORY SERVICES: We have an in house team which hasthe capacity to provide services in the area of financial management. Our Company isplanning to foray into business of financial management/advisory services /Trading withthe potential clients.

STRENGTHS Promoted and managed by qualified and experienced professionals. The board of our Company comprises of qualified professionals, experienced in the industry.

WEAKNESS Despite our ready contacts for business development & listing on esteemed Exchange (BSE), our company is not a well established brand. Further we do not have branches on PAN India basis, so we are not able to explore the Business Opportunities.

OPPORTUNITIES With increased desire of individuals to improve their standard of living, the industry is getting exposed to new category of Client (Individuals) in a big way with large share of business coming from this segment apart from corporate clients.

THREATS Economic Downturn: If the Economic downturn is prolonged it can reduce the financing need of people due to shrinking business opportunities.



c) DIFFERENTIATED SERVICES: In the growing economy, the corporate clients will be requiring funds for further expansions. Our Company would be providing all diversified service portfolio under one umbrella to cater most of the customer needs and demands.

d) BRAND RECOGNITION: We are in such a business where we are facing lot of competition. We are planning to put more efforts to build Comfort as a well known brand.

INTERNAL CONTROL SYSTEM AND ADEQUACY Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance’s with management’s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

CAUTIONARY Statement in the Management Discussion & Analysis, describing the company’s objectives, projections and estimates are forward looking statement and progressive within the meaning of applicable laws & regulations. Actual result may vary from those expressed or implied. Important developments that could affect the company’s operations are significant changes in political and economic environment in India, tax laws, RBI regulations, exchange rate fluctuation and other incidental factors.



Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, Ardi Investment and Trading Company Limited I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ardi Investment and Trading Company Limited. (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Ardi Investment and Trading Company Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March,2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by Ardi Investment and Trading Company Limited for the financial year ended on 31st March, 2017 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made there under; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;



IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

VI. The other laws as may be applicable specifically to the company: Not Applicable

I have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India.(Not applicable to the Company during the Audit period)

II. The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd.

During the period under review and as per the representations and clarification made by the management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:



a) Filing of certain forms with the Ministry of Corporate Affairs required under the Companies Act, 2013 was not done in time. However for late filing of forms the Company has paid additional fees.

b) As per Section 203 of companies Act,2013 read with rule 8 of the companies (Appointment and Remuneration of Managerial personnel) Rules,2014 the company has not appointed Company Secretary and Chief Financial Officer during the audit period.

c) The Company has not filed Form DIR-12 with the Registrar of Company as required under the provisions of Section 161 under the Companies Act, 2013, in respect of the regularization of Additional Director.

d) The Company has not filed Form ADT-1 with the Registrar of Company as required under the provisions of the Companies Act, 2013, in respect of the appointment of the Statutory Auditor.

e) The Company has not maintained functional website, as required under the Companies Act, 2013 and under of the Listing Agreement.

f) The Company has not complied with the availability of e voting facility for Annual General Meeting and Extra Ordinary Annual General Meeting as required under the provisions of Company Act, 2013 and Stock Exchange.

I further report, that

The compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals;

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.



Decision at the Board Meetings was taken unanimously.

I further report that based on review of compliance mechanism established by the Company and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

For, Manohar Chunara Company Secretary

Sd/-

Mem. No. 26983 COP No. 10093

Note: This report is to be read with our letter of even date which is annexed as Annexure – 1 and forms an integral part of this report.



Annexure – 1

To, The Members, ARDI INVESTMENT AND TRADING CO LTD

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices followed by us provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. Place: Ahmedabad For, Manohar Chunara Date: 01/09/2017 Company Secretary

Sd/- Mem. No.26983

COP No. 10093



Independent Auditor’s Report

To the Members of Ardi Investment and Trading Company Limited. Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Ardi Investment and Trading Company Limited. (‘the Company’), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about



whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017 and its Loss and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies(Auditor’s Report)Order,2016 (the Order) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the act, we give the Annexure- A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by

the Company so far as it appears from our examination of those books;



c. the balance sheet, the statement of profit and loss and the cash flow

statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on

31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f. in our opinion with respect to internal financial control ,the said clause is

applicable to the company and hereby attached as Annexure-B

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has does not have any pending litigation which would impact its financial position.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which are required to be transferred to the investor education and protection fund by the company.

For Jignesh Satapara & Co. Chartered Accountants SD/- Jignesh Satapara ( Proprietor ) Firm Reg.No. 134178W Place:- Ahmedabad Date:-30/05/2017



“Annexure - A “ to the Auditors’ Report The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, we report that: (i) The Company has No Fixed Assets so Accordingly 3(i) of the order is not applicable. (ii) There were no inventory in the Company so 3(ii) of the order is not applicable. (iii) The Company has not granted any loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). (iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. (v) The Company has not accepted any deposits from the public. (vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the book of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable. (vii) The Company has not any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the



Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. (x) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. (The company has not paid any remuneration during the year under the review.) (xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.



For Jignesh Satapara & Co. Chartered Accountants SD/- Jignesh Satapara ( Proprietor ) Firm Reg.No. 134178W Place:- Ahmedabad Date:-30/05/2017


ARDI INVESTMENT AND TRADING CO. LTD.BALANCE SHEET AS AT MARCH 31, 2017

Note As On As OnNo. 31.03.2017 31.03.2016

(Amount in Rs.) (Amount in Rs.) EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 1 4,000,000 4,000,000

(b) Reserves & Surplus 2 -7,808,066 -7,497,349

Non- Current Liabilities(a) Other Long Term Liabilities 3 4,730,000 4,730,000

Current Liabilities(a) Short term Borrowing 4 700,000 700,000(b) Other Current Liabilities 5 206,061 206,061(c) Audit Remuneration 6 17,250 16,854(d) Short Term Provisions 7 28,300 28,300

TOTAL Rs. 1,873,545 2,183,866

ASSETS

(d) Other Non- Current Assets 8 1,802,187 1,802,187

Current - Assets

(c) Cash And Cash Equivalents 9 71,358 381,679TOTAL Rs. 1,873,545 2,183,866

Significant Accounting Polices 14Notes On Financial Statements 1 to 14

As per our report of even date attached

For Jignesh Satapara & Co.Chartered Accountants

Jignesh Satapara (Ashish P Shah )( Proprietor ) Director DirectorFirm Reg.No. 134178WPlace:- MumbaiDate:-30/05/2017

Particulars

( Uday P Shah )

For Ardi Investment And Trading Co. Ltd.

Note As On As OnNo. 31.03.2017 31.03.2016

(Amount in Rs.) (Amount in Rs.) Revenues From Operations - -

Other Income 10 - -

Total. - -

Expenses :Employee benefits expenses 11 - - Other expenses 12 310,717 395,752

Total. 310,717 395,752

Profit before exceptional items and tax (III-IV) (310,717) (395,752)

Exceptional Items - -

Profit before tax (310,717) (395,752)

Tax Expense:(1) Income Tax- Current Year - - Prior Period - - (2) Deferred Income Tax - -

(310,717) (395,752)

Earnings Per Equity Share:(1) Basic 13 (0.78) (0.99) (2) Diluted (0.78) (0.99) Significant Accounting Polices 14Notes On Financial Statements 1 to 14As per our report of even date attached


Jignesh Satapara (Ashish P Shah )( Proprietor ) Director DirectorFirm Reg.No. 134178WPlace:- MumbaiDate:-30/05/2017

ARDI INVESTMENT AND TRADING CO. LTD.Profit & Loss Account For the Year Ended 31st March, 2017


( Uday P Shah )

Particulars

Profit (Loss) for the period From continuing operations

Particulars Current Year Previous Year2016-17 2015-16

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) before Tax & Extraordinary Items (310,717) (395,752) Adjustments:Depreciation - - Operating Profit before working capital changes (310,717) (395,752)

Adjustments:Sundry Debtors - - Loans & Advances - - Inventories - Trade Payable & Other Liabilities 396 -

Cash generated from Operations (310,321) (395,752)

Less: Taxes Paid - - -

Net Cash from Operating Activities (A) (310,321) (395,752)

B. CASH FLOW FROM INVESTING ACTIVITIESInterest Income - - (Purchase)/Sale Proceeds of Fixed Assets - - (Purchase)/Sale of Investments - - Other Income - - Net Cash from Investing Activities (B) - -

C. CASH FLOW FROM FINANCING ACTIVITIESInterest Paid - - Loans Taken/(Repaid) - 700,000 Proceeds from Share Capital & Premium - - Dividend (Including Corporate Dividend Tax) - - Miscellaneous Expenses - - Increase/Decrease in Deferred Tax - - Net Cash from Financing Activities - 700,000

Net Increase/(decrease) in Cash & Cash Equivalents (310,321) 304,248 Opening Cash & Cash Equivalent Balance 381,679 77,431 Closing Cash & Cash Equivalent Balance 71,358 381,679

As per our report of even date attached


Jignesh Satapara ( Uday P Shah ) (Ashish P Shah )( Proprietor ) Director DirectorFirm Reg.No. 134178WPlace:- MumbaiDate:-30/05/2017

ARDI INVESTMENT AND TRADING COMPANY LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017


No.

1 i) Share Capital

Authorised Capital

30,00,000 Nos. Equity Shares of ` 10/- each

(Previous Year:- 30,00,000 Nos. Equity Shares of ` 10/- each)

Issued, Subscribed & Paid up Share Capital

40,00,00 Equity Shares of ` 10/- each Fully Paid.

(Previous Year 4,00,000 Equity Shares of ` 10/- each)

Total

ii) Details of Shareholders holding more than 5%

Name of Shareholders No of Shares Held % Of Holding No of Shares Held % Of Holding

Usual Investment & Trade Pvt Ltd. - - Madia Investment Pvt.Ltd. - - Smilax Trade &Investment Pvt. Ltd. - - - -

iii) The reconciliation of the number of shares outstanding is set out below :

Particulars No. of Shares Amount in Rs No. of Shares Amount in Rs

Equity Shares at the beginning of the year 400,000 4,000,000.00 400,000 4,000,000.00

Add : Shares issued as bonus shares - - - -

Equity Shares at the end of the year 400,000 4,000,000.00 400,000 4,000,000.00

ARDI INVESTMENT AND TRADING CO. LTD.Notes Forming Part of Balance Sheet as on 31st March 2017

As On 2017

As on

31/03/2016

4,000,000.00

(Amount in Rs.) (Amount in Rs.)

30,000,000.00

4,000,000.00

As On 2016

ParticularsNoteAs on

31/03/2017

30,000,000.00

4,000,000.00 4,000,000.00

As on As on

31/03/2017 31/03/2016

No. (Amount in Rs.) (Amount in Rs.)

2 Reserves And Surplus

A) Profit & Loss Account

Opening Balance -7,497,349 -7,101,597

Add: Net Profit as per Profit & Loss Account -310,717 -395,752

Closing Balance -7,808,066 -7,497,349

3 Other Long Term Liabilities

Others 4,730,000 4,730,000

Total 4,730,000 4,730,000

4 Short Term Borrowing (Unsecured)

(a) Jeewan Commodities Pvt.Ltd. 500,000 500,000

(b) Navigant Corporate Advisor Ltd. 200,000 200,000

700,000 700,000

5 Other Current Liabilities

Others Payable 206,061 206,061

Total 206,061 206,061

6 Audit Remuneration

Audit Remuneration 17,250 16,854

Total 17,250 16,854

7 Short Term Provisions

Provision For Taxation 28,300 28,300

28,300 28,300

8 Other Non-Current assets

Others 1,802,187 1,802,187

Total 1,802,187 1,802,187

9 Cash and cash equivalents(a) Cash on hand 40,015 61,622(b) Balance with Bank 31,343 320,057

Total 71,358 381,679

ARDI INVESTMENT AND TRADING CO. LTD.Notes Forming Part of Balance Sheet As on 31st March 2017

ParticularsNote

NoteParticulars For the Year 31.03.2017 For the Year 31.03.2016

No. (Amount in Rs.) (Amount in Rs.)

10 Other Income

Other Income - -

Total - -

11 Employee Benefits Expenses

Salaries, Wages & Incentives - -

Total - -

12 Other Expenses

Professional Fees For Auditor

Auditors Remuneration 17,250 16,854

Listing & Professional Fees 288,714 373,095

Bank Charges - 235 Misc Expenses 4,753 5,568

Total 310,717 395,752

Number of equity shares at the beginning of the period 400,000 400,000

Bonus Issue - -

Number of equity shares at the end of the period 400,000 400,000

Nominal value of each equity share 10 10 Profit /(Loss) after tax excluding Extra Ordinary Income available for equity shareholders (310,717) (395,752)

Basic & Diluted Earnings per share (0.78) (0.99)

Notes on Statement of Profit & Loss Account for the Year Ended 31st March 2017

ARDI INVESTMENT AND TRADING CO. LTD.

400,000

13 Basic and Diluted Earning per share 2016-17 2015-16

Weighted average number of equity shares outstanding during the period 400,000

Ardi Investment and Trading Company Limited.

Significant Accounting Policies and Notes forming parts of Accounts Note : 14

NOTES ON ACCOUNTS 1. Previous year’s figures are regrouped/rearranged wherever necessary.

2. Provision for Taxation for the current year has not been made As the

company has incurred loss at the end of the Financial Year.

3. The balances of Loans and Advances are subject to their confirmation and reconciliation if any.

4. All the Opening Balances are taken as per previous year audit report. 5. Contingent liability in respect of claims against the company not

acknowledged as debts against which the company has counter claims aggregating to Rs. is Nil.

6. In the opinion of the Board, the current assets, loans and advances are

approximately of the value stated in the Balance sheet, if realized in the ordinary course of business.

7. Information pursuant to paragraph 2, 3, 4, 5 of Part II of the schedule III is

given as under so far as it applies to the company. a) Payment to Statutory Auditors

Current Year Previous Year 1. Audit Fees 17,250/- 16,854/- 8. SBN (Specified Bank Notes):

During the year, the company had Specified Bank Notes (SBNs) or other Denomination notes as defined in the MCA Notification, G.S.R. 308(E), dated March 31, 2017.The Details of SBNs held And Transacted during the Period from November 8, 2016 to December30, 2016, the denomination –wise SBNs and other notes as per the notification are as follows:

(Amount in Rupees) Particular SBN Other

Denomination Notes

Total

Cash in hand on 08.11.2016

0 42,285 42,285

(+) Permitted Receipts

0 0 0

(-) Permitted payment

0 1027 1027

(-) Amount Deposited in Bank

0 0 0

Closing Cash on 30.12.2016

0 41,258 41,258

For the purposes of the clause, the term ‘Specified Bank Notes ‘Shall have the same meaning provided in the notification of the government of India, in the ministry of finance, department of Economic Affairs Number S.O. 3407(E), dated November 08, 2017.

9. There is no adjustment required to be made to the profits or loss

for complying with ICDS notified u/s 145(2).

For Jignesh Satapara & Co.


Chartered Accountants For Jignesh Satapara (Uday P Shah) (Ashish P Shah) (Proprietor) Director Director Firm Reg.No. 134178W Date:-30/05/2017

Significant Accounting Policies A. Basis of preparation of Financial Statements The Financial statements are prepared under the historical cost convention and on accrual basis in accordance with applicable accounting standards referred to in section 133 read with rule 7 of the Companies (Accounts) rules, 2014. Accounting policies not specifically referred to otherwise are consistent and in accordance with the generally accepted accounting principles B. Revenue Recognition Sales are recorded exclusive of Taxes.

C. Fixed Assets Fixed assets are stated at cost of acquisition or construction less accumulated depreciation, including financial cost till such assets are ready for its intended use.

. D. Depreciation Depreciation is charged on written down value method as per Companies Act 2013.

E. Impairment of Assets

Impairment of assets if any is ordinarily assessed by comparing recoverable value of individual assets with its carrying cost. F. Inventories Inventories are valued at cost or net realizable value whichever is lower. Cost in respect of inventories is ascertained on Weighted Average Method. G. Investments

Long Term Investments are stated at cost. Provision for dimunation if any in value of assets is only made when the same is of permanent nature.

H. Retirement Benefits

i As certified by the management, the company has no liability under the Provident Fund & Super Annuation Fund as the said acts do no apply to the company.

ii It is explained to us that the company does not provide for any leave encashment and any liability arising thereon shall be paid and dealt with in the books of accounts at the actual time of payment.

I. Prior Period Items

Significant items of Income or Expenditure, which relates to the prior accounting periods, are accounted in the Profit and Loss Account under the head “prior year Adjustments” other than those occasioned by the events occurring during or after the close of the year and which are treated as relatable to the current year.

J. Borrowing Cost

Borrowing cost on working capital is charged against the profit & loss account in which it is incurred.

Borrowing costs that are attributable to the acquisition or construction or manufacture of qualifying assets are capitalized as a part of the cost of such assets till the date of acquisition or completion of such assets. In respect of suspended project for extended period, borrowing costs are not capitalized for such period.

K. Taxes on Income

Taxes on income of the current period are determined on the basis of taxable income and credits computed in accordance with the provisions of the Income tax Act, 1961.

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable and virtual certainty as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

L. Provision, Contingent liabilities and contingent assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past event and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but the same is disclosed in the financial statements. Contingent assets are neither recognized nor disclosed in the financial statements.

M. Applicability of AS-18

In accordance with the requirements of Accounting Standered-18 (AS-18) “Related Party Transaction “issued by the Institute of Chartered Accountants of India, the Company has not made any Related Party transactions During the Financial Year .

N. Foreign Currency Transaction

There are no such foreign currency transactions during the year.

O. C/F Value of Import Raw Materials: NIL

P. Expenditure in Foreign Currency: NIL

Q. Earning per Share: The Earning Per Share (AS-20) has been computed as under:

(a) Profit after tax Rs. (3,10,717)/- (b) Equity Share (In Number) No. 4,00,000 (c) Nominal value of share Rs. 10 per share

(d) EPS Rs. (0.78)/-

Date:30/05/2017

For Jignesh Satapara & Co. For Ardi Investment And Trading Co. Ltd.

Chartered Accountants

For Jignesh Satapara (Uday P Shah) (Ashish P Shah) (Proprietor) Director Director Firm Reg.No. 134178W


FORM MGT-11 PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Annual General Meeting – Saturday, 30th September, 2017

Name of the Shareholder(s): ________________________________________ Registered Address: ______________________________________________ E-mail ID: _______________________________________________________ Folio No. /Client Id:___________ ___ DP ID: ___________________

I/We, being member(s) of Ardi Investment And Trading Co Ltd, holding______________shares of the Company, hereby appoint:

A. Name: _________________________________________________ Address: _________________________________________________ E-mail Id: ______________________________________Signature: ___ Or failing him/her

B. Name: _________________________________________________ Address: _________________________________________________ E-mail Id: ______________________________________Signature: ___ Or failing him/her

C. Name: _________________________________________________ Address: _________________________________________________ E-mail Id: ______________________________________Signature: ___ Or failing him/her

As my/our proxy to attend and vote (on poll) for me/us, on my/our behalf at the Annual General Meeting of the Company to be held on – Saturday, 30th September, 2017 at 11.00 AM at 3 Hemu Castle, Dadabhai Road, Near Goklibai School ,Vile Parle West ,Mumbai-400056 and at any adjournment thereof in respect of such resolutions as are indicated below:



RESOLUTION NO.

BUSINESS VOTING

FOR AGAINST

1. Approval of Accounts-Ordinary Resolution

2. Re-Appointment of Director-Ordinary Resolution

3. Appointment of Auditor-Ordinary Resolution

4. To regularize the appointment of Satishkumar R Gajjaar (Din: 05254111) As Director

Signed this _____day of _____2017 Signature of Shareholder_________ Signature of Proxy holder________________

Notes: 1) Proxy need not be a member of the Company.

2) The Proxy Form duly filled in and signed by the member(s) across RevenueStamp should reach the Company’s Registered Office: 3 Hemu Castle,Dadabhai Road, Near Goklibai School, Vile Parle West, Mumbai-400056 atleast 48 hours before the commencement of the meeting.

3) Corporate members intending to send their authorized representative(s)to attend the meeting are requested to send a certified copy of the Boardresolution authorizing their representative(s) to attend and vote on theirbehalf at the meeting.

Revenue Stamp



ARDI INVESTMENT AND TRADING COMPANY LIMITED CIN NO: L65923MH1981PLC024912

3 Hemu Castle, Dadabhai Road, Near Goklibai School ,Vile Parle West ,Mumbai-400056 Phone No. 022-26241111/26248888 Email – [email protected]

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

36TH Annual General Meeting on 30th September, 2017 Full name of the members attending: ____________________________ (In block capitals) Ledger Folio No./Client ID No. _______________________ No. of shares held: ________________________________ Name of Proxy ___________________________________ (To be filled in, if the proxy attends instead of the member) I hereby record my presence at the 35th Annual General Meeting of the Ardi Investment and Trading Co. Ltd. 3 Hemu Castle, Dadabhai Road, Near Goklibai School ,Vile Parle West ,Mumbai 400056 on Saturday, the 30th September,2017 at 11 A.M.

(Members / Proxy Signature)

Notes:

A. Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.

B. Member/Proxy who wishes to attend the meeting must bring this attendance slip to the meeting and hand over at the entrance duly filled in and signed.

C. Member/Proxy should bring his/her copy of the Notice of Extraordinary General Meeting for reference at the meeting.


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