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Ayoki Merchantile Ltd.

BSE: 512063 Sector: Financials
NSE: N.A. ISIN Code: INE048E01013
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Ayoki Merchantile Ltd. (AYOKIMERCHANT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 31st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company

Particulars 2014-2015 2013-14
Gross Profit (93712) 55327
Profit Before Interest and Depreciation (93712) 55327
Provision for Depreciation Nil Nil
Net Profit Before Tax (93712) 55327
Provision for Tax Nil 5710
Net Profit After Tax (93712) 49617
Balance of Profit brought forward (51793)
Balance available for appropriation (145505) 49617
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet Nil 49617

2. Brief description of the Company's working during the year/State of Company's affair

Ayoki Merchantile Limited [the Company) is a public Company and is incorporated underthe Companies Act 1956. Its shares are listed on the Stock Exchange Mumbai. The Companyis engaged in the business of trading goods & services - providing AdvisoryConsultancy Investment Services.

During the year under review the company has no business activity. However the Companyhas interest income of Rs. 215479/- for the F.Y 2014-15 in comparison to Rs.210659/- forthe F.Y 2013- 14

3. Change in the nature of business if any

There are no changes in the nature of business of the Company during the year.

4. Dividend

Due to In adequacy of profit Your Board of Directors has not recommended any dividendfor the year.

5. Directors and Key Managerial Personnel

There were no changes in the Directors and Key Managerial Personnel during the year.

6. Particulars of Employees

There were no employee which requir disclosure Pursuant to Rule 5(2] of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

7. Meetings

During the year six Board Meetings were convened and recorded in the Minute Book andfive Audit Committee Meetings were convened and held the details shown below. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Audit Committee

The Audit Committee continued working under Chairmanship of Shri ParthasarathiBhattacharya Shri Kumud Bhattacharjee and Shri Abhik Kumar Dutt as members. During theyear the sub-committee met on five occasions with full attendance of all the members.

The composition of the Audit Committee and details of the Members participation at theMeetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

01/04/2014 01/07/2014 01/10/2014 01/01/2015 03/03/2015
KUMUD BHATTAC HARJEE Director PRESENT PRESENT PRESENT PRESENT PRESENT
PARTHASARATHI

BHATTACHARYA

Director PRESENT PRESENT PRESENT PRESENT PRESENT
ABHIK KUMAR DUTT Director PRESENT PRESENT PRESENT PRESENT PRESENT

& Declaration by an Independent Directors) and re- appointment if any

A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 isenclosed.

9. Remuneration Policy

The company has no employee for both the F.Y 2013-14 & 2014-15. Hence the clausefor Remuneration Policy is practically inapplicable for the Company.

10. Managerial Remuneration:

There was no managerial remuneration during the year under review.

Details of Subsidiarv/Ioint Ventures/Associate Companies

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

11. AUDITORS:

The Auditors M/s J.B. Dudhela & Co Chartered Accountants (Registration No .FRN10277W) &

Associates Chartered Accountants retire at the ensuing Annual General Meeting andbeing eligible offer themselves for reappointment.

12. AUDITORS' REPORT

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

13. Disclosure about Cost Audit

According to the nature of business the Company does not require cost Audit.

14. Secretarial Audit Report

In terms of Section 204/205 of the Act and Rules made there under Mr DebasishMukhopadhyay Practicing Company Secretary have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure to thisreport. The report is self-explanatory and do not call for any further comments.

15. Internal Audit & Controls

There is an adequate internal control system commensurate with the size of the Companyand nature of business.

16. Issue of employee stock options

The Company has not issued any share through employee stock options.

17. Vigil Mechanism:

The Company has no employee for both the F.Y 2013-14 and 2014-15 However in pursuantto the provisions of section 177(9) & (10) of the Companies Act 2013 a VigilMechanism for directors to report genuine concerns has been established. The Companybelieves in the conduct of the affairs of its constituents in a fair and transparentmanner by adopting highest standards of professionalism honesty integrity and ethicalbehavior. Company shall oversee the vigil mechanism through Audit committee and if any ofthe members of the committee have a conflict of interest in a given case he/ they shouldrescue themselves and the others in the committee would deal with the matter in hand.

Risk management policy

The company has no business operation for both the F.Y 2013-14 and 2014-15. It has alsono fixed assets for both the said Financial Years. For both the said Financial Years thecompany has earned interest only on Fixed Deposits with Bank and/or income tax refund.Under this circumstances the Board of Directors of the Company has not perceived anysignificant risk which may threaten the existence of the company. However the company haslaid down a comprehensive risk assessment and minimization procedure which is reviewed bythe Board time to time.

18. EXTRACT OF ANNUAL RETURN:

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

19. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

Mr. Parthasarathi Bhattacharya and Mr. Abhik Kumar Dutt have been appointed as anindependent Directors for term of five years w.e.f. 1st April 2015. Mrs. PapriDutt a and Mr. Subir Kumar Dutta has been appointed as additional Director and ChiefFinancial Officer respectively

w.e.f. 1st April 2015 Further Mr. Subir Kumar Dutta has resigned asDirector of the Company w.e.f. 01.04.2015.

20. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

NIL

21. Details in respect of adequacy of internal financial controls with reference to the

There is an adequate internal control system commensurate with the size of the Companyand nature of business..

22. Deposits

Your company has not accepted or renewed any fixed deposits from the public during thefinancial year ended 31st March 2015. There were no unclaimed deposits as on 31stMarch 2015.

23. Particulars of loans guarantees or investments under section 186

Your company has not provided any loans guarantees or investments under section 186.

24. Particulars of contracts or arrangements with related parties:

There were no contracts or arrangements with related parties during the year.

25 Corporate Governance Certificate

As per Annexure to SEBI circular no. C1R/CFD/POLICY CELL/7/2014 September 15 2014compliance with the provisions of Clause 49 shall not be mandatory for our company

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has no employee for both the FY. 2013-14 and 2014-2015. However the Boardof Directors of the company consists of a woman member. No case under the SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 hasbeen filed during the F.Y. 2014-2015. Hence disposal of the same under the Act does notarise in the case of the company.

27. Conservation of energy technology absorption

The company did not have any activity related to conservation of energy and technologyabsorption.

28. Foreign exchange earnings and Outgo

There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the yearunder review.

29. Corporate Social Responsibility fCSR)

Due to lack of profit your Company could not take part any social activity.

30. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c] of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

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

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

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

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

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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

31. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

32. LISTING WITH STOCK EXCHANGES:

Your Company listed with BSE only.

33. Acknowledgements

Acknowledgement to all with whose help cooperation and hard work the Company is ableto achieve the results.

For and on behalf of the Board of Directors

Chairman Place; Mumbai Date: 14.082015

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015

Pursuant to section 204(1) of the Companies Act 2013 and rule No 9 of the Companies(Appointment ami Remuneration Personnel)

Rules 2014]

To

The Members

AYOKI MERCHANTILE LIMITED Laxmi Commercial Centre Room No 405 4th FloorSenapati Bapat Marg Dadar (West)

Mumbai-400028

CIN: L17120MH 1985PLC034972

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by AYOKI MERCHANTILE LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of AYOKI MERCHANTILE LIMITED's books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31.032015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by AYOKI MERCHANTILE LIMITED ("the Company") for thefinancial year ended on 31.03.2015 and according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade 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 madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings-Not Applicable.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act

1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011: - Not Applicable.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992-Not Applicable.

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999-Not Applicable.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008-Not Applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer 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-Not Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998-Not Applicable.

(vi) There is no other law which is specifically applicable to the Company.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India-NotApplicable as it came into force we.f. 01.06.2015.

(ii) The Listing Agreements entered into by the Company with Mumbai Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above except that the Company has notappointed Whole-Time Company Secretary. However in course of carrying the audit themanagement confirmed that efforts are being made to appoint suitable person as Whole-TimeCompany Secretary.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors No changes occurin the composition of the Board of Directors of the Company during the period underreview.

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

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines

I further report that during the audit period no specific events/actions have takenplace having a major bearing on affairs of the Company in pursuance of the above referredlaws rules regulations guidelines etc. referred to above.

Place : Kolkata Date : 06/08/2015

(DEB ASISH MUKHOPADHYAY) ACS NO: 9680 CP. NO: 5323

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