Your directors present their Annual Report together with the audited accounts of yourcompany for the year ended 31/03/2019
1 FINANCIAL RESULT (STANDALONE) (Amount in Rupees)
| For the year ended 31st March | 2019 | 2018 |
| Revenue from Operation | 648000.00 | 648000.00 |
| Other Income | 72137.00 | 79340.00 |
| Total Income | 720137.00 | 727340.00 |
| Employees Benefit Expenses | 162000.00 | 162000.00 |
| Administrative & Other Expenses | 520091.00 | 536549.00 |
| Depreciation and Amortization Expenses | - | - |
| Total Expenses | 682091.00 | 698549.00 |
| Profit / Loss Before | 38046.00 | 28791.00 |
| Profit / Loss from ordinary activities before Finance Cost | 38046.00 | 28791.00 |
| Finance Cost | - | - |
| Profit / Loss from ordinary activities after Finance Cost | 38046.00 | 28791.00 |
| Current Tax | - | - |
| Excess Tax Provision for Earlier Year &Deferred Expenses | - | - |
| Deferred Tax | - | - |
| Profit / (Loss) for the year | 38046.00 | 28791.00 |
| Earning per share | 0.16 | 0.12 |
| Public Shareholding (No of shares) | 215000 | 215000 |
| Percentage of shareholding | 87.76% | 87.76% |
| Public Shareholding (No of shares) | 30000 | 30000 |
| Percentage of shareholding | 12.24% | 12.24% |
2) Dividend: The Company has not declared any dividend for the year under report.
3) Business Performance: Business Performance:
Yours Directors are optimistic about company's business and hopeful of soundperformance with lookout for revenue in next year. There was no change of the nature ofthe business of the company.
4) Profit/ Loss: Profit amounted to Rs 38046.00 compared to to Rs 28791.00 during theprevious year.
5) Corporate Governance
The paid up Equity Capital and the Net worth of the company as on the last day of theprevious year i.e 31st March 2019 were Rupees 24.50 Lakhs and Rupees 21.60 Lakhsrespectively which is below the value as prescribed ie 10 crores and 23 croresrespectively in the relevant provisions of Regulation 27(2) of the SEBI (ListingObligations & Disclosures Requirements) Regulations 2015. Hence Corporate Governanceprovisions are not applicable to the company.
6) Material Changes and Commitments if any affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: NIL
7) Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future:
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations.
8) Deposits: The Company has not accepted or renewed any deposit from the publicduring the year under report.
9) AUDITORS AND AUDITORS' REPORT
Statutory Auditors: M/s K. J. Shah & Associates Chartered Accountants (FirmRegistration No FRN 127308W) were appointed as Statutory Auditors of the Company pursuantto the provisions of Sections 139 142 of the Companies Act 2013 and the Rules madethereunder from the conclusion of the 33rd Annual General Meeting up to the conclusion ofthe next Sixth Annual General Meeting to be held after the 33rd Annual General Meeting.
Auditors' Report: The observations of the Auditors read with Notes on Accounts areself explanatory and do not warrant any further clarifications or comments. The Auditorshave not submitted any special report to the Management. The Auditors' Report for thefinancial year ended 31st March 2018 on the financial statements of the Company is a partof this Annual Report.
10) Secretarial Auditor: In terms of Section 204 of the Companies Act 2013 theBoard of Directors of the Company has appointed Mr Debasish Mukherjee Practicing CompanySecretary (Certificate of Practice No. 5323) as the Secretarial Auditor to conduct anaudit of the secretarial records. The Company has received consent from Mr DebasishMukherjee to act as the auditor for conducting audit of the Secretarial records. TheSecretarial Audit Report for the financial year ended 31st March 2019 is set out in theAnnexure to this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
11) Policies of the company The Company is committed to good corporate governanceand has consistently maintained its organizational culture as a remarkable confluence ofhigh standards of professionalism and building shareholder equity with principles offairness integrity and ethics.
12) E-Voting Facility
In compliance with the provisions of Section 108 of the Act and the Rules framedthereunder as amended from time to time and Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Members shall be providedwith the facility to cast their vote electronically through the e-voting services inrespect of all shareholders' resolution to be passed at the forthcoming Annual GeneralMeeting of the Company.
13) Board Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met four times during the year and the intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and the Listing Regulations.
14) Audit committee
Audit Committee was constituted in the Company which has adopted a Charter for itsfunctioning. The primary objective of the Committee is to monitor and provide effectivesupervision of the Management financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The Committee met four times during the year. As of the date of this reportthe Committee is comprised of the following members:
Mr. PARTHASARATHI BHATTACHARYA (Chairman) (Holding DIN 02208377)
Mr. ABHIK KUMAR DUTT (Holding DIN 00590507)
Mr. KALACHAND MUKHERJEE (Holding DIN 03413917)
Mrs. PAPRI DUTTA (Holding DIN 01712778)
15) Internal Control System
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies of the Company. Significant audit observations and correctiveactions thereon are presented to the Audit Committee of the Board.
16) Risk Management Policy
The Board of Directors has constituted Risk Management Committee which has adopted aCharter that outlines the role responsibilities and power of the Committee and theprocedure for organising the meeting of the Committee. The purpose of the Committee is toassist the Board of Directors in fulfilling its oversight responsibilities with regard toenterprise risk management. The Committee reviews the risk management practices andactions deployed by the Management with respect to identification impact assessmentmonitoring and mitigation and reporting of key risks while trying to achieve its businessobjectives.
Further the Committee endeavours to assist the Board in framing implementing andmonitoring the risk management plan for the Company and reviewing and guiding the riskpolicy.
The Committee also guides Management in developing the risk management policy and inimplementing an appropriate risk management system/framework for the Company.
17) Independent Directors Declaration
Sri Parthasarathi Bhattacharya and Sri Abhik Kumar Dutta are the independent Directorsof the Board of the company. The independent directors hold office for a fixed term offive years and are not liable to retire by rotation.
The Company has received the necessary declaration from each Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and SEBI Listing Agreement.
18) Company's policy on Directors appointment and remuneration
Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. This remuneration policy has been prepared pursuant to the provisions of Section178(3) of the Companies Act 2013 ("Act") and the Equity Listing Agreement("Listing Agreement") entered into by the Company with Stock Exchanges in Indiaas amended from time to time while formulating this Policy the Nomination andRemuneration Committee ("NRC") has considered the factors laid down underSection 178(4) of the Act. As part of the policy the Company strives to ensure that:
a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
b) relationship between remuneration and performance is clear and meets appropriateperformance benchmarks; and
c) remuneration to Directors KMP and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance object is appropriateto the working of the Company and its goals.
Objective of the policy
To lay down criteria and terms and conditions with regards to the identification ofpersons who are qualified to become Directors (executive non-executive and independent)including their qualifications positive attributes and independence and who may beappointed as the Senior Management of the Company
Policy implementation
The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy.
Review of the Policy
This Policy will be reviewed and reassessed by the NRC as and when required andappropriate recommendations shall be made to the Board to update this Policy based onchanges that may be brought about due to any regulatory amendments or otherwise.
19) Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. During theFinancial Year 2018-19 the Company has not received any complaints of sexual harassment.
20) Vigil Mechanism
The company has framed a Vigil Mechanism/ Whistle Blower Policy that provide a formalmechanism for all Directors employees and vendors of the Company to approach the Ethicsof the Chairman of the Audit Committee of the Board and make protective disclosures aboutthe unethical behavior actual or suspected fraud or violation of company's Code ofConduct.
21) Annual Return The extract of the annual return in Form No. MGT-9 is annexedhereto and forms the part of the Boards Report. The annual return in Form No. MGT-7 shallbe uploaded in the website of the company at www.ayokimerchantilelimited.com.
22) Conservation of energy technology absorption and foreign exchange earnings andoutgo
NIL
23) DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board consists of the following persons:
Key Managerial Personnel
| (1) Mr. KALACHAND MUKHERJEE | Managing Director |
| (2) Mr. SUBIR KUMAR DUTTA | Chief Financial Officer |
| (3) Mr. GOURANGA LAL KUNDU | Company Secretary |
| Executive Non-Independent Directors |
| (4) Mrs. PAPRI DUTTA |
| (5) Mr. KUMUD BHATTACHARJEE |
| Non-Executive Independent Directors |
| (1) Mr. ABHIK KUMAR DUTT |
| (6) Mr. PARTHASARATHI BHATTACHARYA |
In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mrs. Papri Dutta Director of the Company retires by rotation at theensuing Annual General Meeting of the Company and being eligible offer for reappointment.
The above re-appointments form part of the Notice of the Annual General Meeting.
24) Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 - NIL
25) Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—
(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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(f) Internal Financial Controls laid have been followed by the company and that suchcontrols are adequate and are operating effectively.
26) Related Party Transactions
There have been no materially significant related party transactions between theCompany and the Directors the management or the relatives except for those disclosed inthe financial statements. Accordingly particulars of contracts or arrangements withrelated parties referred to in Section 188(1) along with the justification for enteringinto such contract or arrangement in Form AOC-2 does not form part of the report.
27) Acknowledgements
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
Place: Mumbai
Dated: 29/05/2019
