DIRECTORS' REPORT To, The Members, 1. Your Directors have pleasure in presenting their 3151 Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015, 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 under the Companies Act, 1956. Its shares are listed on the Stock Exchange Mumbai, The Company is engaged in the business of trading goods & services - providing Advisory, Consultancy, Investment Services, During the year under review the company has no business activity. However, the Company has interest income of Rs. 215479/- for the F.Y 2014-15 in comparison to Rs.21Q659/- for the 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 dividend for 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 require 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 and five Audit Committee Meetings were convened and held the details shown below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Audit Committee The Audit Committee continued working under Chairmanship of Shri Parthasarathi Bhattacharya, Shri Kumud Bhattacharjee and Shri Abhik Kumar Dutt as members. During the year, the sub-committee met on five occasions with full attendance of all the members. 8. Declaration by an Independent Director(s) and re- appointment, if any A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed. 9. Remuneration Policy The company has no employee for both the F.Y 2013-14 & 2014-15. Hence, the clause for Remuneration Policy is practically inapplicable for the Company. 10- Managerial Remuneration: There was no managerial remuneration during the year under review. Details of Subsidiary/loint Ventures/Associate Companies The Company does not have Subsidiary/Joint Ventures/Associate Companies. 11. AUDITORS: The Auditors, M/s J.B. Dudheia & Co Chartered Accountants [Registration No -FRN 10277W) & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. 12 AUDITORS' REPORT The Auditors' Report does not contain any qualification Notes to Accounts and Auditors remarks 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 Debasish Mukhopadhyay, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report rs self-explanatory and da not call for any further comments. 15- Internal Audit & Controls There is an adequate internal control system commensurate with the size of the Company and 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 pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013, a Vigil Mechanism for directors to report genuine concerns has been established. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior Company shall oversee the vigil mechanism through Audit committee and if any of the members of the committee have a conflict of interest in a given case, he/ they should rescue 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 also no fixed assets for both the said Financial Years. For both the said Financial Years the company 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 any significant risk which may threaten the existence of the company. However, the company has laid down a comprehensive risk assessment and minimization procedure which is reviewed by the 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 the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report. 19. Material changes and commitments , if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report. Mr. Parthasarathi Bhattacharya and Mr. Abhik Kumar Dutt have been appointed as an Independent Directors for term of five years w.e.f. 1st April 2015. Mrs. Papri Dutta and Mr. Subir Kumar Dutta has been appointed as additional Director and Chief Financial Officer respectively w.e.f. lsT April 2015. Further, Mr. Subir Kumar Dutta has resigned as Director of the Company w.e.f. 01.04.2015. 20. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future NIL 21. Details in respect of adequacy of internal financial controls with reference tP tfre There is an adequate internal control system commensurate with the size of the Company and nature of business.. 22. Deposits Your company has not accepted or renewed any fixed deposits from the public during the financial year ended 31s1 March, 2015. There were no unclaimed deposits as on 31s" March, 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, 2014 compliance 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 F.Y. 2013-14 and 2014-2015. However, the Board of Directors of the company consists of a woman member. No case under the SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 has been filed during the F.Y. 2014-2015. Hence, disposal of the same under the Act does not arise 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 technology absorption. 28. Foreign exchange earnings and Outgo There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review. 29. Corporate Social Responsibility fCSRl 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) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of 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 seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 32. LISTING WITH STOCK EXCHANGES: Your Company listed with BSE only. 33. Acknowledgement Acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Chairman Place: Mumbai Date: 14.08.2015 |