DIRECTOR’S REPORT

Dear Members,

Advitiya Trade India Limited

The Directors have pleasure in presenting the Second Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended on 31^st March, 2018.

1. FINANCIAL RESULTS:

2. RESULTS OF OPERATIONS & STATE OF COMPANY’S AFFAIRS

This was the second financial year of the Company. Company has performed modestly in present year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. Your Directors are relentlessly striving for the betterment of the business.

3. CHANGE IN THE NATURE OF BUSINESS

There were no Changes in the Nature of Business of the Company during the Financial Year.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10,00,00100/- divided into 1,00,00,010 Equity Shares of Rs. 10/- each. During the year under review, the Company has issued 89,42,000 equity shares of Rs. 10 each. On March 31, 2018, the paid-up share capital of the Company stood at Rs. 9,91,20,000/- divided into 99,12,000 Equity Shares of Rs. 10/- each.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2018.Since the Board have considered it financially prudent in the long-terms interest of the company to re-invest the profits into the business of the company to build a strong reserve base and grow the business of the company.

6. TRANSFER TO RESERVES

During the period, the company has not transferred any profit into the General Reserve of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recorded during the financial year which materially affects the financial position of the Company till the date of this report.

9. DEPOSIT

The company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the FY 2017-18.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

11. corporate social responsibility

The company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 since the aforesaid provisions are not applicable.

12. conservation of energy, research and development,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure No. I”

13. internal financial control system

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

14. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL

Mr. Chahat Gupta (DIN-07762521) Director liable to be retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director. The Nomination and Remuneration committee comprises of Mr. Pradeep Jain (Chairman), Ms. Poonam Agarwal (Member) and Mr. Chahat Gupta (Member).

During the year, there were Three (3) meeting held of Nomination & Remuneration Committee on 01.12.2017, 09.01.2018 & 19.01.2018. The details of presence of members of such Committee is as follows:-

Nomination & Remuneration Policy is uploaded on website of the Company i.e. www.advitiyatrade.com

16. INDEPENDENT DIRECTOR’S DECLARATION

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, confirming that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

17. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees, Board composition and its structure, its culture, its effectiveness, its functioning, information availability, etc. These questionnaires also cover specific criteria and the grounds on which all Directors in their individual capacity will be evaluated.

The board and the nomination and remuneration committee reviewed the individual Directors' responses on the questionnaire regarding the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

18. NUMBER OF MEETINGS OF THE BOARD

During the year the Board met 19 (Nineteen) times to deliberate on various matters. The Meetings were held as on 01/04/2017, 18/05/2017, 20/06/2017, 01/07/2017, 21/07/2017, 25/07/2017, 27/07/2017, 21/08/2017, 31/08/2017, 01/12/2017, 15/12/2017, 30/12/2017, 04/01/2018, 09/01/2018, 19/01/2018, 25/01/2018, 03/02/2018, 03/03/2018, 21/03/2018.The maximum interval between any two meetings did not exceed 120 days.

19. audit committee

As per the provision of section 177 of the Companies Act, 2013 the constitution of Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The Audit committee comprises of:

During the period under review, there were five (5) meetings held of Audit Committee on 21/07/2017, 21/08/2017, 15/12/2017, 19/01/2018 & 25/01/2018.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provision of section 178 of the Companies Act, 2013, Stakeholders Relationship Committee was formed to specifically look into the mechanism of redressal of grievances of shareholders, debenture holders and other security holders. The constitution of Stakeholders Relationship Committee is as follow:

During the year under review, no meeting was held for Stakeholders Relationship Committee.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at “Annexure II”.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.

24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The Provision of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, regarding statement of particulars of employees is not applicable on the Company.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

There were no significant order was passed by any regulatory authority or court or tribunal.

26. DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3) (c):

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 and 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 the Companies Act, 2013 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.

(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 system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. AUDITORS STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s Sadana & Co., Chartered Accountants, were appointed as statutory auditors of the Company on 17^th May 2018 to fill the casual vacancy caused by the resignation of M/s M.C. Garg & Associates.

The notes on accounts referred to in the auditors’ report are self-explanatory and therefore don’t call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, Vikas Verma & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as “Annexure-III” to this Report.

There are no qualifications or adverse remarks in the Secretarial Auditors’ Report which require any clarification or explanation.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at Annexure No. IV.

29. RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

30. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company’s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and with the environment in which the Company operates.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2017-18.

32. ANNUAL RETURN

As per the provisions of section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT -7 is available at www.advitiyatrade.com

Following policies are also available at www.advitiyatrade.com

1. Code of Conduct for Insider Trading.

2. Code of Ethics for Board Members and Senior Managers.

3. Policy on materiality of related party transactions

4. Policy for Identification of Group Company.

5. Policy for determination of material Litigation.

6. Policy For determination of outstanding dues to creditors.

7. Policy for preservation of documents.

8. Sexual Harassment Policy.

9. Whistle Blower Policy.

10. Policy for Determination of Materiality of Events.

33. LISTING WITH STOCK EXCHANGES

At present the equity shares of the Company are listed on the BSE SME Platform of Bombay Stock Exchange. The Company confirmed it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2018-19.

34. ACKNOWLEDGEMENT

The directors thank the Company’s employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the Government of India and concerned government departments / agencies for their co-operation.

For & on behalf of Advitiya

Trade India Limited

Sd/- Sd/- Sd/-

Sandeep Goyal Chahat Gupta Disha Maheshwari

Date: 16/07/2018 Managing Director Director Company Secretary

Place:Delhi DIN:07762515 DIN:07762521 M.No.:A43525