Your directors present their 38^th Annual Report together with the audited accounts of your company for the year ended 31/03/2022

1) Financial result (standalone)

2) Dividend:

The Company has not declared any dividend for the year under report.

3) Business Performance:

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

Profit/ Loss: Loss amounted to Rs. (61111.00) compared to loss of Rs. (516427.00) during the previous year.

4) Corporate Governance

The paid up Equity Capital and the Net worth of the company as on the last day of the previous year i.e. 31st March 2022 were Rupees 24.50 Lakhs and Rupees 08.00 Lakhs respectively which is below the value as prescribed i,e 10 crores and 25 crores respectively in the relevant provisions of Regulation 27(2) of the SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015. Hence Corporate Governance provisions are not applicable to the company.

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

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

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

6) Details of significant and material orders passed by the regulators or courts or 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 courts or tribunals impacting the going concern status and Company's operations.

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

Statutory Auditors: M/s Falod & Maheshwari, Chartered Accountants, (Firm Registration No FRN 151051W), were appointed as Statutory Auditors of the Company in place of retiring auditors M/S K J Shah & Associates pursuant to the provisions of Sections 139, 142 of the Companies Act, 2013 and the Rules made thereunder from the conclusion of the 38th Annual General Meeting up to the conclusion of the next Sixth Annual General Meeting to be held in the FY 2026-2027 in respect of the 43rd Annual General Meeting of the company.

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 have not submitted any special report to the Management. The Auditors' Report for the financial year ended 31st March, 2022 on the financial statements of the Company is a part of this Annual Report.

Details Regarding Frauds Reported By Auditors Under Section 143(12)

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

9) Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed Mr Debasish Mukherjee, Practicing Company Secretary (Certificate of Practice No. 5323), as the Secretarial Auditor to conduct an audit of the secretarial records. The Company has received consent from Mr Debasish Mukherjee to act as the auditor for conducting audit of the Secretarial records. The Secretarial Audit Report for the financial year ended 31st March, 2022 is set out in the Annexure to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(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 and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics.

11) E-Voting Facility

In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members shall be provided with the facility to cast their vote electronically, through the e-voting services in respect of all shareholders' resolution to be passed at the forthcoming Annual General Meeting of the Company.

12) Audit committee

Audit Committee was constituted in the Company which has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met four times during the year.

There is a change in the composition of the Audit Committee took place in result of resignation and appointment of director during the financial year 2021-2022. As of the date of this report, the new Committee is comprised of the following members. There is a change in the composition of the Audit Committee took place in result of resignation and new appointment of directors during the financial year and as of the date of this report. The Audit committee met four times during the year on 19th May 2021, 12th August 2021, 11th day of November 2021 and 10th February 2022.

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

Your Company had adopted Ind AS with effect from April 1 2017 pursuant to Ministry of Corporate Affairs notification dated February 16 2015 notifying the Companies (Indian Accounting Standard) Rules 2015. Your Company has provided Ind AS Financials for the year ended March 31 2022 along with comparable as on March 31 2021 and Opening Statement of Assets and Liabilities as on April 1 2019

14) Internal financial Control System

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and corrective actions 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 of the Company. The Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis based on the recommendation of the Audit Committee. The Internal Auditor reports its findings on the internal audit of the Company to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

16) Annual Return:

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act'), in the prescribed form, is hosted on the Company's website and can be accessed at https://swww.ayokimerchantilelimited.com

17) Management Policy

The Board of Directors has constituted Risk Management Committee which has adopted a Charter that outlines the role, responsibilities and power of the Committee and the procedure for organising the meeting of the Committee. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring and mitigation and reporting of key risks while trying to achieve its business objectives.

Further, the Committee endeavours to assist the Board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy.

The Committee also guides Management in developing the risk management policy and in 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 formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics of the Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of company's Code of Conduct.

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

19) Secretarial Standards Of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

20) Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act 2013. There is a change in the composition of the Committee took place in result of resignation and new appointment of directors during the financial year and as of the date of this report. nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review three meetings were held on and as of the date of this report. The committee met four times during the year on 10th August 2021, 09th day of November 2021, 08th February 2022 and 12th March 2022 inter alia to recommend the appointment of Directors and KMPs and to review the performance of Directors of the Company. The composition of the Committee as on the date of this report are given below:

Nomination and Remuneration Policy

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

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

• The policy is formulated to identify and ascertain the integrity qualification expertise and experience of the person for appointment as Director KMP and Senior Management personnel and recommend to the Board for his / her appointment.

• A person should possess adequate qualification expertise and experience for the position he/ she is considered for appointment.

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

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

The Company remuneration policy is driven by the success and performance of the Director KMP and Senior Management Personnel vis-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract retain and motivate 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 Board is 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 and appropriate recommendations shall be made to the Board to update this Policy based on changes that may be brought about due to any regulatory amendments or otherwise.

21) Stakeholders Relationship Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review Stakeholders Relationship Committee met Four times during the financial year 2021-22 on 24th May 2021, 16th August 2021, 151th day of November 2021 and 14th February 2022. The composition of the Committee and the members are given below:

22) Disclosure as per the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 2021-22, the Company has not received any complaints of sexual harassment. The composition of the Committee is given below:

24) Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

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

At the end of the Financial Year 2022 and as on the date of this report the Board comprises following Directors;

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. DIPANKAR MAJUMDER

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 Disclosure Requirements) Regulations 2015("Listing Regulations") the Company is exempted from 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 of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Appointment:

During the year under review the following directors were appointed.

Mrs. JHUMA CHOWDHURY

Mr DIPANKAR MAJUMDER

Resignation:

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

Mr Souvik Bose

Mrs JHUMA CHOWDHURY

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Declaration by Independent Directors

The independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act, as amended and Regulation 16 and 25 of the Listing Regulations, 2015, as amended. The independent directors have also confirmed compliance with the provisions of the rule 6 of Companies

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

Mr Souvik Bose, the independent Directors of the Board of the company has resigned from their post during the year and Mrs Jhuma Chowdhury was appointed as independent Director of the Board for a term of five years. The independent directors hold office for a fixed term of five years and are not liable to retire by rotation.

Mrs Jhuma Chowdhury has resigned from the post of independent Director before the expiry of her term during the year and Mr Dipankar Majumder was appointed as the independent Director of the company in her place.

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies 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 Key Managerial Personnel at the end of the financial year and as on date of the Board Report.

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Ms Ankita Chanda, Director of the Company, retires by rotation at the ensuing 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 performance board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees' effectiveness of committee meetings etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition the performance of chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was also held to evaluate the performance of non-independent director's performance of the board as a whole and performance of the chairman taking into account the views of executive directors and non-executive directors.

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

26) Board Meeting

Regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses.

During the year under review Board of Directors of the Company met 5 (Five) times, and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations. The Board meetings held on 20th May 2021, 13th August 2021, 12th day of November 2021, 11th February 2022 and 14th March 2022. The Board meetings are generally held at the corporate office of the Company.

27) Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

(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 had devised proper systems to ensure compliance with the provisions of 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 such controls are adequate and are operating effectively.

28) Related Party Transactions

There have been no materially significant related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties parties referred to in Section 188{1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

29) The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year. NIL

30) The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof. NIL

311 Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.