Ayoki Merchantile Ltd.

DIRECTORS REPORT

Your directors present their Annual Report together with the audited accounts of yourcompany for the year ended 31/03/2017

FINANCIAL RESULT (STANDALONE)

(Amount in Rupees)

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 of -the business of the company.

4] Profit/ Loss: Loss amount to Rs 852688.00 as on 31/03/2017.

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 201G were Rupees 24.50 Lakhs and Rupees 28.05 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 Si Disclosures Requirements) Regulations 201S. 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 comp any to whichthe financial statements relate and the date of the report: NIL

21 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 public duringthe year under report.

9] AUDITORS AMP AUD[TORS' REPORT

Statutory Auditor(s): At the 32nd AGM of the Company held on 30th September 2016 theshareholders had approved and ratified the appointment of M/$ J.B DUDHELA & CoChartered Accounts (Firm Registration No 102777W) to hold office tilt the conclusion ofthe 33rd AGM. Since the tenure of M/s J.B DUDHELA & Co Chartered Accounts asStatutory Auditors of the Company will expire with the conclusion of this ensuing AGM inaccordance

with Section 139 and other applicable provisions if any of the Companies Act 2013read with the Companies (Audit and Auditors) Ruies 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Board placeson record its appreciation for the contribution during their tenure as the StatutoryAuditors of the Company

M/s K. J. Shah & Associates Chartered Accountants (Firm Registration No FRM1273QSW) were appointed as Statutory Auditors of the Company pursuant to the provisionsof Sections 139142 of the Companies Act 2D13 and the Rules made thereunder from theconclusion of the 33rd Annua! Genera! Meeting up to the conclusion of the Sixth AnnualGeneral Meeting to be held after this 33rd Annual General Meeting subject to ratificationof their appointment by the shareholders of the Company at every AGM held thereafter.

The Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory rnodification(s) orre-enactment(s) thereof for the time being in force) from M/s K J. Shah & Associates

Auditors' Report: The observations of the Auditors read with Notes on Accounts are selfexplanatory and do not warrant any further clarifications or comments The Auditors havenot submitted any special report to the Management The Auditors' Report for the financialyear ended 31st March 2017 on the financial statements of the Company is a part of thisAnnual Report.

101 Secretarial Auditor: In terms of Section 204 of the Companies Act 2013 the Boardof Directors of the Company has appointed Mr Debasish Mukhopadhyay 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 DebasishMukhopadbyay to act as the auditor for conducting audit of the Secretarial records. TheSecretarial Audit Report for the financial year ended 31st March 2017 is set out inthe Annexure to this report. The Secretarial Audit Report does not contain anyqualification reservation 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 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.

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 Agreement.

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 electivesupervision of the Management' s financial reporting process to ensure accurate andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting

The Committee met four times during the year. As of the date of this report theCommittee is comprised of the following members:

Mr. PARTHASARATH1 BHATTACHARYA (Chairman) (Holding DIM 02208377)

M r. ABH IK KU MAR DUTT (Holding DIM 00590507)

Mr. KALACHAMD 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 endeavors 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 polity and inimplementing an appropriate risk management system/frameworkforthe 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 7013 confirming that they meet thecriteria of independence as taid out in sub-section (5) 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 poiicy 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 emended 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 andhas adopted 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 2016-17 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 formamechanism for ali 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 of Conduct

21) Extract of the Annual Return The extract of the annual return in Form No. MGT-9shall form part of the Board's report.

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:

Executive Non-Independent Directors

(4) Mrs. PAPRl DUTTA

(5) Mr KUMUD BHATTACHARJEE Non-Executive. Independent Directors

(1) Mr. ABHIK KUMAR OUTT

(6) Mr. PARTHASARATHI BHATTACHARVA

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. KUMUD BHATTACHARJEE Director of the Company retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible offer forre-appointment. The above re-appointments form part of the Notice of the Annual GeneralMeeting.

24) Disclose res pertaining to remuneration and other details ns required under Section197(12) of the Act read with Rule 5(1) the Companies (Appointment anti Rennmeration 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 materia! 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.

261 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.