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Directors Report of Ayoki Mercantile Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the audited accounts of the Company for the financial year ended on 31st March, 2014.

FINANCIAL PERFORMANCE: (Rs. in Lacs) PARTICULARS 2013-2014 2012-2013

Gross income 2.11 1.83

Net profit before tax 0.55 (1.37)

Provision for tax 0.06 NIL

Net profit after tax 0,49 (0.37)

DIVIDEND:

Your Board of Directors has not recommended any dividend for the year.

DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2014. There were no unclaimed or unpaid deposits as on 31st March, 2014.

DIRECTORS:

Mr. Kalachand Mukherjee (DIN - 03413917), retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

Mr. Abhik Kumar Dutt (DIN - 00590507) , retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

AUDITORS AND AUDIT REPORT

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment, given their written consent and certificate in terms of Section 139 (1) of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rule, 2014.

The observations of the Auditors read with Notes on Accounts are self-explanatory and do not warrant any further clarifications or comment.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of three non-executive Directors namely Mr. Subir Kumar Dutta, Mr. Parthasarathi Bhattacharya and Mr. Kalachand Mukherjee.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that 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 or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT. 1956:

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

For and on Behalf of the Board of Directors

CHAIRMAN

Place: Mumbai Date: 12th August, 2014


Mar 31, 2013

To, The Members of Ayoki Merchantile Limited

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

PARTICULARS 2012-2013 2011-2012

Gross income 1.83 1.80

Net profit before tax (0.37) (1.73)

Provision for tax NIL NIL

Net profit after tax (0.37) (1-73)

DIVIDEND:

Your Board of Directors has not recommended any dividend for the year.

DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2013. There were no unclaimed or unpaid deposits as on 31st March, 2013.

DIRECTORS:

Mr. Subir Kumar Dutta, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

Mr. Kumud Bhattacharjee, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT. 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that 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 or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217f2A OF THE COMPANIES ACT. 1956:

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.



For and on Behalf of the Board of Directors



CHAIRMAN

Place: Mumbai

Date: 13th August, 2013


Mar 31, 2012

To, The Members of Ayoki Mercantile Limited

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the audited accounts of the Company for the financial year on 31st March, 2012.

FINANCIAL PERFORMANCE:

(Rs. in Lacs) PARTICULARS 2011-2012 2010-2011

Gross income 1.79 3.11

Net profit before tax (1.73) (3.94)

Provision for tax NIL 0.01

Net profit after tax (1.73) (3.95)

REVIEW OF OPERATIONS:

During the year under review, the total income of the company is Rs. 1.79 Lacs as compared to previous year income of Rs.3.11 Lacs and the company has incurred a net loss of Rs. 1.73 Lacs compared to the Loss of the previous year of Rs. 3.95 Lacs.

DIVIDEND:

Your Board of Directors has not recommended any dividend for this year.

DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2012. There were no unclaimed or unpaid deposits as on 31st March, 2012.

DIRECTORS:

Mr. Suhas Gawali, resigned from the directorship of the Company w.e.f. 7th February, 2012.

Mr. Abhik Kumar Dutt, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AAT OF THE COMPANIES ACT. 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that 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 or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A' OF THE COMPANIES ACT. 1956:

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

For and on Behalf of the Board of Directors

Sd/- Sd/- Director Director

Place: Mumbai

Date: 31st August, 2012


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts of the Company for the financial year on 31st March, 2010.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

PARTICULARS 2009-2010 2008-2009

Gross income 2.57 4.74

Net profit before tax (2.5) 1.44

Provision for tax 0.20 0.46

Net profit after tax (2.70) 0.98

REVIEW OF OPERATIONS:

During the year under review, the total income of the company is Rs. 2.57 Lacs as compared to previous year income of Rs.4.74 Lacs and the company has incurred a net loss of Rs. 2.70 Lacs compared to the profit of the previous year of Rs. 1.44 Lacs.

DIVIDEND:

Your Board of Directors has not recommended any dividend for this year.

DEPOSITS :

Your Company has not accepted or renewed any fixed deposits from the public during the financial year ended 31st March, 2010. There were no unclaimed or unpaid deposits as on 31st March, 2010.

DIRECTORS:

During the year under review Mr. Rameshchandra C Shah, Mr. Suhas Gawali and Mr. Vishal Thakkar were appointed as Additional Directors in Non-Executive and Independent capacity with effect from 3rd July, 2010. In accordance with the provisions of the Companies Act, 1956, Mr. Rameshchandra C Shah, Mr. Suhas Gawali and Mr. Vishal Thakkar, in their capacity as Additional Directors, cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment as Directors.

Mr. L N Krishnan and Mr. Vinay Bachhuka have resigned from the position of Directorship of the Company w.e.f 3rd July, 2010. The Board records its appreciation of the contributions made by Mr. L N Krishnan and Mr. Vinay Bachhuka during their tenure Director of the Company.

Mr. Surarn Venkateswara Rao and Mr. Kunjankumar Bhargavkumar Kesari were appointed as Directors of the Company w.e.f from 10th August, 2011 in terms of Section 255 of the Companies Act, 1956 and Regulation 12 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and other applicable provisions.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mahesh Kothari, is liable to retire by rotation and is eligible for reappointment.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383 A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that 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 or loss of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors had prepared the annual accounts, on a going concern basis.

AUDITORS:

The Company has received a letter from M/s. Sanjay Sharma & Co., Chartered Accountants, expressing their unwillingness to be re-appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company for conducting audit for the financial year ended 31st March, 2011.

Hence, the Board of Directors of the Company have proposed to appoint M/s. J. B. Dudhela & Co, Chartered Accountants as the Statutory Auditors of the Company, in place of Sanjay Sharma &Co.

A certificate pursuant to the provisions of Section 224 (IB) of the Companies Act, 1956 has been received from M/s. J. B. Dudhela & Co, Chartered Accountants, stating their eligibility and consent for being appointed as the Statutory Auditor of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

PARTICULARS OF EMPLOYEES UNDER SECTION 217QA) OF THE COMPANIES ACT, 1956:

The Company had no employee during the year ended 31st March 2010. Hence, the statement of particulars of employees as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Suram V. Rao Rameshandra C Shah

Director Director

Place: Mumbai

Date : 06-10-2010

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