Jayant Mercantile Co. Ltd Directors Report.

Dear Shareholders,

Your directors have pleasure in presenting the Annual Report together with audited statements of Accounts for the year ended on 31st March, 2015.

Financial Results

PARTICULARS Year 2014-15 Year 2013-14
(Amt. in Rs.) (Amt. in Rs.)
(47,161) 2,31,585
Profit/(Loss) before Tax
Less:- Provision For Taxation - 69,684
Profit/(Loss) After Tax (47,161) 1,61,901

OPERATIONS

The revenue of the company during the year was Rs.11.07 lacs as compared to Rs.9.13 lacs in the previous year. Due to overhead cost, the Company has incurred a loss of Rs. 47,161/- in the year under report as against Profit of Rs.1,61,901/- in the previous year. Our company is putting all efforts in reducing the cost in the current financial year.

CORPORATE GOVERNANCE

As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement is not mandatory for companies whose paid up share capital is either less than Rs.10 Crores or its Networth less than Rs.25 Crores, as on the last date of the previous financial year.

The paid-up Capital of the Company as on March 31, 2015 is Rs.5.911 Crores, being less than Rupees

Ten Crores, the Clause 49 of the Listing Agreement is not applicable to the Company.

DIVIDEND

No Dividend is declared or recommended by the Board of Directors of the Company during the year in view of the losses.

DIRECTORS

During the year, Mr.Dipakkumar Ashar, Mr.Mahesh Thakor and Mr.Pinalkumar Patel joined the Board as directors of the Company. Mr.Sanjay Salavi, Mr.Pavan Vishwakarma and Mr.Vinodkumar Menat resigned from the Board. The Board appreciates the services rendered by them during their tenure in the Company. The Director who is liable to retire by rotation, being eligible offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2015 and of the loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

Vishves A Shah & Co., Chartered Accountants, statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Your Directors recommend his re-appointment as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS’ REPORT

The comments in the Auditor’s Report with Notes of Accounts and Schedules are self explanatory.

DIPIKA SONI & ASSOCIATES was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made thereunder. The Auditor has made certain observation of non-compliance of the Companies Act, 2013. The Board has taken note of the same and will ensure to comply with it as soon as possible.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit.

PARTICULARS OF THE EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & EXPENDITURE

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year under review.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

LISTING

The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE) and the trading in Equity shares was suspended by BSE w.e.f. March 04, 2015 vide its Notice No. 20150227-27 dated February 27, 2015.

ACKNOWLEDGEMENTS

Your Directors take opportunities to show gratitude towards co-operation received from Shareholders and other Agencies.

By Order of the Board

JAYANT MERCANTILE CO. LIMITED

DIRECTOR

Place : Mumbai

Date : September 01, 2015

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Jayant Mercantile Co. Limited A-22 Divya Drishti / Shrushti CHS Ltd 260, Bunder Pakhadi Road Gaurav Garden Complex Kandivali West, Mumbai 400067

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JAYANT MERCANTILE CO. LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under and Companies Act, 1956 and Rules made there under to the extent applicable, subject to the following –

- The Company has not complied with certain provisions of Section 203 of the Companies Act, 2013.

- Internal Auditor as required u/s 138 of the Companies Act, 2013 is not complied by the Company.

- The Company has not filed requisite form to increase Authorised Capital. Hence, ROC Annual Filing is pending since Year 2012-13. The company has assured that during the current financial year, it would file all pending annual returns and E-forms as required.

- During the Year under review, the Company has failed to file various forms as required to be filed under Companies Act 2013 /1956. The management has assured to file the forms, if any, as soon as possible.

(ii)The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under. (not applicable to the company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (not applicable to the company during the audit period) ;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;(not applicable to the company during the audit period) ;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the company during the audit period);

(vi) We have relied on the representations made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

I have also examined compliance with the applicable Clauses of the following:

(i) The compliance of Secretarial Standards does not arise as the same has not been notified under Section 118 of the Companies Act, 2013 for being applicable during the period covered under the Audit.

(ii) The Listing Agreements entered into by the Company with Stock Exchanges. Listing Fee not paid for the FY 2014-15

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above and subject to my comment wherever it was required .

I further report that:

The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is generally given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that:

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations and guidelines.

I further report that:

During the audit period, there were no instances of:

(i) Public/Rights/Preferential issue of Shares/debentures/ sweat equity.

(ii) Redemption/buy-back of securities.

(iii) Merger/ amalgamation/ reconstruction etc.

(iv) Foreign technical collaborations.

FOR DIPIKA SONI & ASSOCIATES

PROPRIETOR DIPIKA SONI COP NO. 10947

PLACE: GANDHI NAGAR

Dated : 25th August, 2015