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Ayoki Merchantile Ltd.

BSE: 512063 Sector: Financials
NSE: N.A. ISIN Code: INE048E01013
BSE 05:30 | 01 Jan Ayoki Merchantile Ltd
NSE 05:30 | 01 Jan Ayoki Merchantile Ltd

Ayoki Merchantile Ltd. (AYOKIMERCHANT) - Director Report

Company director report

Your directors present their 37th Annual Report together with the auditedaccounts of your company for the year ended 31/03/2021

1) FINANCIAL RESULT (STANDALONE)

For the year ended 31st March 2021 2020
Revenue from Operation 2242366.00 306780.00
Other Income 11033.00 41750.00
Total Income 2253399.00 348530.00
Cost of Materials consumed 1218795.00 51750
Employees Benefit Expenses 966546.00 484948.00
Administrative & Other Expenses 584485.00 594835.00
Depreciation and Amortization Expenses - -
Total Expenses 2769826.00 1131533.00
Profit / Loss Before (516427.00) (783003.00)
Profit / Loss from ordinary activities before Finance (516427.00) (783003.00)
Cost
Finance Cost - -
Profit / Loss from ordinary activities after Finance (516427.00) (783003.00)
Cost
Current Tax - -
Excess Tax Provision for Earlier Year &Deferred - -
Expenses
Deferred Tax - -
Profit / (Loss) for the year (516427.00) (783003.00)
Earning per share (2.11) (3.20)
Public Shareholding (No of shares) 210500 215000
Percentage of shareholding 85.92 87.76%
Public Shareholding (No of shares) 34500 30000
Percentage of shareholding 14.08 12.24%

2) Dividend: The Company has not declared any dividend for the year underreport.

3) Business Performance:

Yours Directors are optimistic about company's business and hopeful of soundperformance with lookout for more revenue in next year.

Profit/ Loss: Loss amounted to Rs (516427.00) compared to loss of Rs (783003.00) duringthe previous year.

4) 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 2021 were Rupees 24.50 Lakhs and Rupees 08.61 Lakhsrespectively which is below the value as prescribed ie 10 crores and 25 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.

5) Material Changes and Commitments if any affecting the financial position ofthe company which has occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report:

The COVID-19 pandemic has caused unprecedented disruption affecting physical andfinancial health of millions globally. In our company we ensured safety and well-being ofour employees. We also undertook multiple initiatives to enable our business continuitywith minimal disruption.

We ensured the safety of our employees by strictly following the government guidelinesin each of our offices.

6) Details of significant and material orders passed by the regulators or courtsor tribunals 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.

7) Deposits: The Company has not accepted or renewed any deposit from the publicduring the year under report.

8) 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 2021 on the financial statements of the Company is a partof this Annual Report.

9) 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 2021 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).

10) Policies of the company The Company is committed to good corporate governance andhas consistently maintained its organizational culture as a remarkable confluence of highstandards of professionalism and building shareholder equity with principles of fairnessintegrity and ethics.

11) 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.

12) 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. There is a change in thecomposition of the Audit Committee took place in result of resignation and new appointmentof director during the financial year. As of the date of this report the new Committee iscomprised of the following members. There is a change in the composition of the AuditCommittee took place in result of resignation and new appointment of directors during thefinancial year:

SR. NO. NAME OF DIRECTOR CATEGORY
1 MR. SOUVIK BOSE NON-EXECUTIVE INDEPENDENT DIRECTOR
2 MRS. ANKITA CHANDA NON-EXECUTIVE DIRECTOR
3 MR. SUBHENDU SAHA

NON-EXECUTIVE NON- INDEPENDENT DIRECTOR

4 MR. JOYDEEP MAZUMDER EXECUTIVE DIRECTOR

13) Indian Accounting Standards (Ind AS) IFRS Converged Standards

Your Company had adopted Ind AS with effect from April 1 2017 pursuant to Ministry ofCorporate Affairs notification dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Your Company has provided Ind AS Financials for the yearended March 31 2021 along with comparable as on March 31 2020 and Opening Statement ofAssets and Liabilities as on April 1 2019

14) Internal financial 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. TheInternal Audit Department monitors and evaluates the efficacy and adequacy of internalcontrol 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.

15) Internal Auditor

The Board has appointed M/s. Monojit Das. Chartered Accountants as Internal Auditor ofthe Company. The Internal Auditor is appointed by the Board of Directors of the Company ona yearly basis based on the recommendation of the Audit Committee. The Internal Auditorreports its findings on the internal audit of the Company to the Audit Committee on aquarterly basis. The scope of internal audit is approved by the Audit Committee.

16) Annual Return:

The annual return in Form No. MGT-7 shall be uploaded in the website of the company atwww.ayokimerchantilelimited.com

17) 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 andin implementing an appropriate risk management system/framework for the Company.

18) 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 behaviour actual or suspected fraud or violation of company's Code ofConduct.

Whistleblowing policy The Group's whistleblowing policy encourages employees to reportin confidence and anonymously if preferred concerns about suspected impropriety orwrongdoing in any matters affecting the business. An independent hotline exists tofacilitate this process. Any matters reported are thoroughly investigated and escalated tothe Committee

19) Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. There is a change in the composition ofthe Committee took place in result of resignation and new appointment of directors duringthe financial year. Nomination and Remuneration Committee meetings are generally held foridentifying the person who is qualified to become Directors and may be appointed in seniormanagement and recommending their appointments and removal. During the year under reviewthree meetings were held on 27th July 2020 and 1st December 2020 inter alia torecommend the appointment of Director and KMPs and to review the performance of Directorsof the Company. The composition of the Committee and its members are given below:

SR. NO. NAME OF DIRECTOR CATEGORY
1 MRS. ANKITA CHANDA NON-EXECUTIVE DIRECTOR
2 MR. SOUVIK BOSE INDEPENDENT DIRECTOR
3 MR. SUBHENDU SAHA INDEPENDENT DIRECTOR
4 MR. JOYDEEP MAZUMDER EXECUTIVE DIRECTOR

Nomination and Remuneration Policy

The Company has in order to attract motivated and retained manpower in competitivemarket and to harmonize the aspirations of human resources consistent with the goals ofthe Company and in terms of the provisions of the Companies Act 2013 devised a policy onNomination and Remuneration of Directors Key Managerial Personnel and Senior Management.

Key points of the Policy are:

A. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel

The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP and SeniorManagement personnel and recommend to the Board for his / her appointment. A person shouldpossess adequate qualification expertise and experience for the position he/ she isconsidered for appointment.

In case of appointment of Independent Director the Committee shall satisfy itself withregard to the independent nature of the Director vis--vis the Company so as to enable theBoard to discharge its function and duties effectively.

B. Policy on remuneration of Director key managerial personnel and senior managementpersonnel

The Company remuneration policy is driven by the success and performance of theDirector KMP and Senior Management Personnel vis--vis the Company. The Company philosophyis to align them and provide adequate compensation with the Objective of the Company sothat the compensation is used as a strategic tool that helps us to attract retain andmotivate highly talented individuals who are committed to the core value 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.

20) Stakeholders Relationship Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on theredressal of Shareholders / Investors Grievances if any like Transfer / Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review Stakeholders Relationship Committee met Fourtimes during the financial year 2020-21 on 29th July 2020 14th September 202013th November 2020 and 12th February 2021.The composition of theCommittee and the members are given below:

SR. NO NAME OF DIRECTOR CATEGORY
1 MRS. ANKITA CHANDA NON-EXECUTIVE DIRECTOR
2 MR. SOUVIK BOSE INDEPENDENT DIRECTOR
3 MR. SUBHENDU SAHA INDEPENDENT DIRECTOR
4 MR. JOYDEEP MAZUMDER EXECUTIVE DIRECTOR

21) Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 The Company has zero tolerance towards sexualharassment at the workplace and has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. During the Financial Year 2020-21 the Company has not received anycomplaints of sexual harassment. The composition of the Committee is given below:

SR. NO NAME OF DIRECTOR CATEGORY
1 MRS. ANKITA CHANDA DIRECTOR
2 MRS. MUNMUN MANDAL DIRECTOR
3 MR ADIPTA MAJUMDER DIRECTOR

22) Conservation of energy technology absorption and foreign exchange earnings andoutgo NIL

23) 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

The Company has not employed any employee except Company Secretary and Chief FinancialOfficer. There are no employees drawing remuneration in excess of limit set out in termsof the provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.(Disclosures pertaining to remuneration is given in Annexure A)

24) Board of Directors and Key Managerial Personnel Constitution of Board

At the end of the Financial Year 2021 and as on the date of this report the Boardcomprises following Directors;

Key Managerial Personnel
(1) Mr. JOYDEEP MAZUMDER  

Managing Director

(2) Mr. PARTHA SAHA  

Chief Financial Officer

(3) Mr. GOURANGA LAL KUNDU  

Company Secretary

Executive Non-Independent Directors
(1) Mrs. MUNMUN MANDAL
(2) Mr. ADIPTA MAJUMDER
(3) Ms. ANKITA CHANDA - Woman Director
Non-Executive Independent Directors
(1) Mr. SUBHENDU SAHA
(2) Mr. SOUVIK BOSE

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Changes in Directors

Appointment:

During the year under review the following directors were appointed.

Mr. SUBHENDU SAHA

Resignation:

During the year under review the following Director has resigned from the Company.

Mr ARUP RATAN CHAKRABORTY

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under as on dateof this report the Company has two Non-Promoter Independent Directors in line with theCompanies Act 2013.

Mr ARUP RATAN CHAKRABORTY the independent Directors of the Board of the company hasresigned from their post during the year and Mr SUBHENDU SAHA was appointed as independentDirectors of the Board for a term of five years. The independent directors hold office fora fixed term of five years and are not liable to retire by rotation The Company hasreceived necessary declaration from each independent director under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and SEBI Listing Agreement.

Details of Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 the Company has following KeyManagerial Personnel at the end of the financial year and as on date of the Board Report.

1. Mr. Joydeep Mazumder -Managing Director
2. Ms. Partha Saha - Chief Financial Officer
3. Mr. Gouranga Lal Kundu - Company Secretary and Compliance Officer

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Ms MUNMUN MANDAL 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.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees' effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the performance of chairman was also evaluated on thekey aspects of his role. Separate meeting of independent directors was also held toevaluate the performance of non-independent director's performance of the board as a wholeand performance of the chairman taking into account the views of executive directors andnon-executive directors.

In the board meeting during the year the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent directors being evaluated duringthe year

25) Board Meeting

Regular meetings of the Board are held at least once in a quarter inter-alia to reviewthe quarterly results of the Company and to discuss and decide on various businesspolicies strategies and other businesses. During the year under review Board of Directorsof the Company met 5 (Five) times and the intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the Listing Regulations. The Boardmeetings held on 27th July 2020 14th September 2020 13th November 2020 4th December2020 and 12th February 2020. The Board meetings are generally held at the corporate officeof the Company.

26) 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;

Annexure 1

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

SN. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
JOYDEEP MAZUMDER
1 Gross salary 600000 -- -- -- -- 600000
(a) Salary as per provisions contained in section 17(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
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others specify…
5 Others please specify
Total (A) 600000 600000
Ceiling as per the Act

Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount
1 Independent Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (1) --
- Other Non-Executive Directors -
Fee for attending board committee meetings
Commission
Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel
1 Gross salary (per month) CEO CS GOURANGA LAL KUNDU CFO PARTHA SAHA Total
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 145320 221226 366546
(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
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
Others specify…
5 Others please specify
Total 366546

.