You are here » Home » Companies » Company Overview » A.K.Capital Services Ltd

A.K.Capital Services Ltd.

BSE: 530499 Sector: Financials
NSE: N.A. ISIN Code: INE701G01012
BSE LIVE 15:40 | 06 Dec 297.10 2.80
(0.95%)
OPEN

294.80

HIGH

299.00

LOW

286.20

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 294.80
PREVIOUS CLOSE 294.30
VOLUME 5027
52-Week high 308.40
52-Week low 176.00
P/E 9.59
Mkt Cap.(Rs cr) 196.09
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 294.80
CLOSE 294.30
VOLUME 5027
52-Week high 308.40
52-Week low 176.00
P/E 9.59
Mkt Cap.(Rs cr) 196.09
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

A.K.Capital Services Ltd. (AKCAPITALSERV) - Director Report

Company director report

To the Members of A. K. Capital Services Limited

The Directors of your Company take pleasure in presenting the 22nd Annual Report on thebusiness and operations of your Company along with the audited statement of accounts forthe financial year 2014-15:

FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company both on consolidated andstandalone basis for the financial year 2014-15 as compared to the previous financialyear is given below:

Consolidated financial highlights of A. K. Capital Services Limited and itssubsidiaries

(Rs in Crore except per share data)

Particulars 2014-15 2013-14
Total income 254.67 244.98
Total expenditure 195.57 191.90
Profit before tax 59.10 53.08
Provision for taxes 17.64 17.69
Profit after tax 41.46 35.39
Less: Share of minority interest and adjustment on account of further investment in Subsidiary Company 0.32 0.20
Profit for the year 41.14 35.19
Add: Surplus brought forward from previous year 244.75 219.46
Profit available for appropriation 285.89 254.65
Less: Appropriations
Proposed dividend 3.96 3.96
Transfer to general reserves 1.90 2.10
Transfer to special reserves 4.19 2.63
Dividend distribution tax 0.79 0.67
Surplus carried to the Balance Sheet 275.05 245.29
Earnings per equity share (face value Rs 10 per share)
Basic ( Rs.) 62.34 53.32
Diluted (Rs) 62.34 53.32

Standalone financial highlights of A. K. Capital Services Limited

(Rs in Crore except per share data)

Particulars 2014-15 2013-14
Total income 97.66 97.55
Total expenditure 69.97 66.73
Profit before tax 27.69 30.82
Provision for taxes 9.39 10.53
Profit after tax 18.30 20.29
Add: Surplus brought forward from previous year 210.22 197.16
Profit available for appropriation 228.52 217.45
Less: Appropriations
Proposed dividend 3.96 3.96
Transfer to general reserves 1.90 2.10
Dividend distribution tax 0.79 0.67
Surplus carried to the Balance Sheet 221.87 210.72
Earnings per equity (face value Rs 10 per share)
Basic ( Rs.) 27.74 30.74
Diluted ( Rs.) 27.74 30.74

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The consolidated turnover of your Company stood at Rs 254.67 Crore for the financialyear ended March 312015 as against Rs 244.98 Crore for the previous year. Theconsolidated profit before tax is Rs 59.10 Crore for the current year as against Rs 53.08Crore in the previous year. After making provision for tax the consolidated net profit ofyour Company isRs 41.46 Crore as against Rs 35.39 Crore in the previous year.

On standalone basis your Company earned gross income of Rs 97.66 Crore during the yearunder review as against Rs. 97.55 Crore reported in the previous year. The profit beforetax is Rs. 27.69 Crore as against the Rs. 30.82 Crore during the previous year. Aftermaking provision for tax the net profit of your Company is Rs.18.30 Crore as against thenet profit of Rs. 20.29 Crore in the previous year.

DIVIDEND ON EQUITY SHARES

The Board of Directors are pleased to recommend a final dividend of 60% i.e. Rs 6/- perequity share (on the face value of Rs. 10/- per equity share) on 6600000 equity sharesfor the financial year 2014-15. The amount of dividend on equity shares and tax thereonaggregates to Rs. 4.75 Crore.

The payment of the final dividend is subject to the approval of the members which isbeing sought at the forthcoming Annual General Meeting and shall be paid to those memberswhose names appear in the Register of Members as on Tuesday September 152015.TheRegister of Members and Share Transfer Books will remain closed from Wednesday September16 2015 to Saturday September 19 2015 both days inclusive.The Annual General Meetingof the Company is scheduled to be held on Saturday September 192015.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 1.90 Crore to the General Reserve.

SUBSIDIARIES

As on March 312015 your Company had 5 subsidiaries viz. A. K. Stockmart PrivateLimited A. K. Capital Corporation Private Limited A. K. Wealth Management PrivateLimited A. K. Capital (Singapore) Pte. Ltd. and A. K. Capital Finance Private Limited.

On consolidated basis your Company posted consolidated revenue of Rs. 254.67 Crore anda consolidated profit after tax (after minority interest) of Rs. 41.14 Crore.

The Consolidated Financial Statements has been prepared in accordance with theAccounting Standard 21 - Consolidated Financial Statements prescribed by the Companies(Accounting Standards) Rules 2006 and forms part of this Annual Report.

In terms of Section 129(3) of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 Statement containing salient features of financial statements ofsubsidiaries in form AOC -1 as prescribed in the Companies (Accounts) Rules 2014 forms apart and annexed to the Annual Report under note no. 32 (b).

The financial statement of the subsidiary companies have been placed on the website ofthe Company www.akcapindia.com. Any member interested in obtaining a copy of financialstatement of the subsidiaries may write to the Company Secretary at the Registered Officeof the Company.

MATERIAL SUBSIDIARIES

As per Clause 49(V) of the Listing Agreement the Company has two material non listedsubsidiaries. The Policy for determining the material subsidiaries has been formulated andadopted by the Board. The Policy may be accessed on the Company's website at link:http://www.akcapindia.comA/VebSiteDocuments/Policy%20fbr%20Determining%20Material%20Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 312015 the Board of Directors of your Company comprised of six Directorsof which two are Executive Directors one Woman Director who is a Non-ExecutiveNon-Independent Director and three are Non-Executive Independent Directors. The Chairmanof the Company is Non-Executive Independent Director and 50% of the total numbers ofDirector are Independent Directors. The composition of the Board is in consonance withClause 49 of the Listing Agreement as amended from time to time and in accordance withthe applicable provisions of the Companies Act 2013.

In accordance with the Articles of Association of the Company and the provisions of theSection 152(6)(e) of the Companies Act 2013 Mrs. Anshu (DIN: 01227279) Non-ExecutiveNon-Independent Director will retire by rotation at the ensuing Annual General Meeting andbeing eligible offer herself for re-appointment.

In accordance with the provisions of Section 196 197 198 and Schedule V of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 your Company is seeking appointment of Mr. A. K. Mittal (DIN:00698377) as Managing Director and Mr. Deepak Mittal (DIN: 00043685) as Whole-timeDirector for the period of five years. The said Directors fulfill the conditions specifiedin above mentioned provisions of the Companies Act 2013 and the rules made thereunder fortheir appointment.

The following persons are the Key Managerial Personnel (KM P’s) of the Company asper the provisions of the Companies Act 2013.

Mr.A.K. Mittal Managing Director
Mr. Deepak Mittal Whole-time Director
M r. Mahesh Bhootra Chief Financial Officer
Ms. Kanchan Singh Company Secretary

In terms of provisions of section 203 of Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Vikas S AgarwalChief Financial Officer (CFO) of the Company resigned with effect from May 242015 and Mr.Mahesh Bhootra (CA Membership No: 120867) has been appointed as Chief Financial Officer(CFO) of the Company with effect from May 242015. Mr. Vikas S Agarwal has been with theCompany for the past 11 years and has contributed in multiple areas. The Company thankshim for his dedication and valuable contribution.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence prescribed both under the CompaniesAct 2013 and Clause 49 of the Listing Agreement.

EVALUATION OF THE PERFORMANCE OF THE BOARD

The Board has framed an Evaluation Policy (the Policy) for evaluating the performanceof the Board Chairman Managing Director Whole-time Director Independent DirectorsNon-Executive Director and its Committees. Based on the same the performance wasevaluated for the financial year ended March 312015. A meeting of the IndependentDirectors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking time commitment relationship with the stakeholders corporategovernance practices contribution of the Committees to the Board in discharging itsfunctions etc.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection of Directors determining Directors independence and paymentof remuneration to Directors Key Managerial Personnel and other employees. The Nominationand Remuneration Policy is attached as Annexure -1 to this Report.The details of theNomination & Remuneration Committee are stated in the Corporate Governance Report.

BOARD COMMITTEES

Your Company has four Committees of Board viz:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in 'Corporate Governance Report'forming part ofthe Annual Report.

AUDIT COMMITTEE OF THE COMPANY:

The Company's Audit Committee comprises the following Directors:

Name of the Members DIN Designation
1 Mr. Subhash Chander Madan 00785025 Chairman (Independent Director)
2 Mr. Raghubinder Rai 00851994 Member (Independent Director)
3 Mr. A. K. Mittal 00698377 Member (Managing Director)

The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Companies Act 2013 and amended Clause 49 of the Listing Agreemententered into with the Bombay Stock Exchange (BSE).

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company's policiesand business performance apart from other Board matters.

During the financial year 2014-15 four Board Meetings were held on May 252014 August22014 November 142014 and February 7 2015.The gap between the two board meetings didnot exceed 120 days.

The details of the meetings of the Board of Directors held during the financial year2014-15 are set out in the Corporate Governance Report. DIRECTORS' RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

1. in preparation of the annual financial statements for the financial year 2014-15the applicable accounting standards have been followed and there are no materialdepartures from the same;

2. the Directors have 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 as at March 312015 and of the profit ofthe Company for the financial year 2014-15 ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. the Directors have prepared the annual accounts on a 'going concern basis';

5. the Directors have laid down proper internal financial controls to be followed bythe Company and that such financial controls are adequate and are operating effectively;

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that the systems are adequate and are operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 the Boardof Directors of the Company has constituted the Corporate Social Responsibility Committee(CSR Committee) and the CSR Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link:http://www.akcapindia.comA/VebSiteDocuments/CSR_Policy.pdf

As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has undertaken project in accordance with Schedule VII of the Companies Act 2013.

The Company has donated towards the following initiatives:

1. For promoting education.

2. For promoting preventive health care and sanitation

3. For empowering woman and setting up homes.

The details of CSR activities undertaken by the Company is attached as Annexure - 2 andforms an integral part of this Report.

WHISTLEBLOWER POLICY AND ESTABLISHMENT OF VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act 2013 and amendedClause 49 of the Listing Agreement the Company has established Vigil Mechanism and alsoadopted a Whistleblower Policy under the surveillance of the Audit Committee. The Companyhas adopted work culture which ensures highest standards of professionalism honestyintegrity moral and ethical behavior. The Policy may be accessed on the Company's websiteat the link:

www.akcapindia.com/WebSiteDocuments/Whistle%20Blower%20Policy%20and%20Establishment%20of%20Vigil%20Mechanism.pdf

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has adopted a Policy on Prevention Prohibition andRedressal of Sexual Harassment of Women at Workplace. During the financial year 2014- 15no cases in the nature of sexual harassment were reported at any work place of theCompany.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis for the financial year 2014-15 and the report ofthe Directors on Corporate Governance as required under Clause 49 of the ListingAgreement are given in separate sections forming part of the Annual Report.

A certificate from the Statutory Auditors of the Company M/s. Suresh Surana &Associates LLP Chartered Accountants (Firm Registration No. 121750W/W-100010) confirmingcompliance with the conditions of Corporate Governance stipulated in Clause 49 of theListing Agreement is annexed to the report of the Directors on Corporate Governance.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework and maintains adequateinternal control systems. The Risk Management and Internal Control System thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

STATUTORY AUDITORS

M/s. Suresh Surana & Associates LLP Chartered Accountants (Firm Registration No.121750W/W-100010) Mumbai Statutory Auditors of your Company retire at the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment. The Companyhas received a confirmation from M/s. Suresh Surana & Associates LLP CharteredAccountants (Firm Registration No. 121750W/W- 100010) to the effect that theirappointment if made would be within the limits prescribed under Section 139 of theCompanies Act 2013 and the rules framed thereunder and that they satisfy the criteriagiven under Section 141 of the Companies Act 2013.

The Audit Committee and Board of Directors have recommended the re-appointment of M/s.Suresh Surana & Associates LLP Chartered Accountants (Firm Registration No.121750W/W-100010) as the Statutory Auditors of your Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed M/s Ashish Bhatt & Associates (C.P.No: 2956) afirm of the Company Secretaries in Practice to conduct the Secretarial Audit of theCompany. The Secretarial Audit Report is appended as Annexure - 3 to this Report.

PUBLIC DEPOSITS

During the financial year 2014-15 your Company did not invite or accept any publicdeposits.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS BY THE COMPANY

Details of Loans Gurantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in "Notes to the Financial Statements".

RELATED PARTY TRANSACTION

All contracts /transactions entered by the Company during the year with related partieswere on an arm's length basis. The Company has complied with the provisions of section 188of the Companies Act 2013 read with rule of Companies (Meetings of Board and its Powers)Rules 2014 and the amendments made thereto from time to time. The Company has not enteredinto any transaction which can be considered as material in accordance with Clause 49 ofListing agreement and the Policy of the Company.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure - 4 to this report.

The details of related party transactions carried out by the Company are also set outin note no.31 to the Financial Statements.

The policy on materiality and dealing with related party transactions may be accessedon the Company's website at the link:

http://www.akcapindia.com/WebSiteDocuments/Policy%20on%20Materiality%20and%20Dealing%20with%20Related%20Party%20Transactions.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review there were no significant or material changes affectingthe financial position of the Company.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Companies Act 2013 read withCompanies' (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption and research and development are not applicable to the Company.

Your Company has no foreign exchange earnings during the financial year 2014-15.Theinformation on foreign exchange outgo is furnished in the "Notes to the FinancialStatements" under note no. 28 which forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act 1956relevant amounts which remained unpaid or unclaimed for a period of 7 years have beentransferred by the Company to the Investor Education and Protection Fund. Pursuant to theprovisions of Investor Education and Protection Fund (Uploading of information regardingunpaid and unclaimed amounts lying with companies) Rules 2012 the Company has uploadedthe details of unpaid and unclaimed amounts lying with the Company as on September 202014(date of last Annual General Meeting) on the website of the Company (www.akcapindia.com)as also on the Ministry of Corporate Affairs website.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 anextract of Annual Return in prescribed Form MGT - 9 is given in the Annual Report asAnnexure-5.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and isattached as Annexure - 6 and forms an integral part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is available for inspection by the Members at the RegisteredOffice of the Company between 2.00 p.m. to 4.00 p.m. on any working day (Monday to Friday)upto the date of 22nd Annual General Meeting of the Company. Any Member is interested inobtaining such information may write to the Company Secretary and the same will befurnished on such request.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the Government Authorities Regulators Stock ExchangesBankers of the Company Other Statutory Bodies etc. during the year under review. YourDirectors would also like to take this opportunity to express their gratitude to themembers of the Company for their trust and support. The Board also wishes to thank theemployees of the Company and its subsidiaries at all levels for the dedicated servicesrendered by them. Your Directors look forward to your continuing support.

On behalf of the Board of Directors
A. K. Mittal Deepak Mittal
Managing Director Whole-time Director
(DIN: 00698377) (DIN: 00043685)
Date: August 14 2015
Place: Mumbai

ANNEXURE-1

NOMINATION AND REMUNERATION POLICY

INTRODUCTION:

The only vital value an enterprise has is the experience skills innovativeness andinsights of its employees. A. K. Capital Services Limited (the "Company")believes in transparency in evaluating the performances of its Directors Key ManagerialPersonnel's (KMPs) and Senior Management of the Company and paying equitable remunerationto them. The Company recognizes its Directors Key Managerial Personnel (KMP) and SeniorManagement as an invaluable asset.

In terms of the provisions of the Companies Act 2013 and the Listing Agreement (asamended from time to time) this policy has been formulated by the Nomination andRemuneration Committee and approved by the Board.

OBJECTIVES OF THE POLICY:

The Key objectives of the Policy would be:

a) That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully.

b) That the relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

c) To formulate criteria for evaluation of annual performance of the Board of Directorsand Members of other Committees of the Board KMP’s and Senior Management and otheremployees of the Company and recommend remuneration payable to them to the Board.

d) Formulate criteria for evaluation of Independent Directors and the Board.

e) Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.

f) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

g) Assist the Board in fulfilling responsibilities.

h) To retain motivate and promote talent and to ensure their sustainability and createcompetitive advantage.

i) Implement and monitor policies and processes regarding principles of corporategovernance.

DEFINITIONS:

a) ‘Act'means the Companies Act 2013 and the rules framed thereunder as amendedfrom time to time.

b) ‘Board of Directors' or 'Board' in relation to a company means the Board ofDirectors of the Company.

c) ‘Director 'means Directors of the Company.

d) ‘Independent Director'means an independent director referred to in sub-section(5) of section 149 of Companies Act 2013.

e) ‘Key Managerial Personnel' means

a) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

b) Chief Financial Officer;

c) Company Secretary; and

d) Such other officer as maybe prescribed.

f) ‘policy'means Nomination and Remuneration Policy of the Company.

g) ‘Senior Management' means the personnel of the Company who are members of itscore management team excluding Board of Directors comprising all members of management onelevel below the executive directors including the functional heads.

INTERPRETATION:

Terms that have not been defined in this policy shall have the same meaning assigned tothem in the Companies Act 2013 Listing Agreement and/or any other regulations as may beamended from time to time.

APPLICABILITY OF THE POLICY

This Policy is applicable to:

a) Directors viz. Executive Non-executive and Independent

b) Key Managerial Personnel

c) Senior Management Personnel

NOMINATION AND REMUNERATION COMMITTEE OF THE COMPANY:

The Board of Directors of the Company have constituted the Committee to be known as theNomination and Remuneration Committee consisting of three or more Non-Executive Directorsout of which not less than one-half are Independent Directors. The Chairman of theCommittee is an Independent Director.The Chairman of the Company (whether executive ornonexecutive) may be appointed as member of the Nomination and Remuneration Committee butshall not Chair such Committee.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTORS. KMP AND SENIOR MANAGEMENT

I. APPOINTMENT AND QUALIFICATION CRITERIA

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/ her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment. The Committee shall have the discretion todecide whether qualification expertise and experience possessed by a person issufficient/ satisfactory for the concerned position.

c) Appointment of Independent Directors is subject to compliance of provisions ofsection 149 of the Companies Act 2013 read with Schedule IV and rules made thereunder.

d) The Company shall not appoint or continue employment of any person as ManagingDirector or Whole-time Director who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventyyears with the approval of shareholders by passing a special resolution based on theexplanatory statement annexed to the notice for such motion indicating the justificationfor extension of appointment beyond seventy years.

II. TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

III. EVALUATION

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

IV. REMOVAL

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

V. RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS. KMP AND SENIOR MANAGEMENT

I. REMUNERATION TO WHOLE-TIME/EXECUTIVE/MANAGING DIRECTOR. KMP AND SENIOR MANAGEMENT:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force. The Nomination andRemuneration Committee shall make such recommendations to the Board of Directors as itmay consider appropriate with regard to remuneration to Managing Director/Whole-timeDirectors.

II. REMUNERATION TO NON- EXECUTIVE/INDEPENDENT DIRECTOR:

The Non-Executive Independent Director may receive remuneration / compensation /commission as per the provisions of Companies Act 2013. The amount of sitting fees shallbe subject to ceiling/ limits as provided under Companies Act 2013 and rules made thereunder or any other enactment for the time being in force. The amount of such remunerationshall be such as may be recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors or shareholders as the case may be.

An Independent Director shall not be eligible to get Stock Options and also shall notbe eligible to participate in any share based payment schemes of the Company.

Any remuneration paid to Non- Executive / Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes mentioned above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

III. REMUNERATION TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy. The Fixed pay shall include monthlyremuneration employer's contribution to Provident Fund contribution to pension fundpension schemes etc. as decided from to time. The Incentive pay shall be decided based onthe balance between performance of the Company and performance of the Key ManagerialPersonnel and Senior Management to be decided annually or at such intervals as may beconsidered appropriate.

NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirementby rotation

• Determining the appropriate size diversity and composition of the Board;

• Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;

• Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

• Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

• Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters as may be requested by the Board.

REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

• to consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

• to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

• to delegate any of its powers to one or more of its members or the Secretary ofthe Committee

• to consider any other matters as may be requested by the Board

• Professional indemnity and liability insurance for Directors and seniormanagement.

REVIEW AND AMENDMENT IN POLICY:

The Nomination and Remuneration Committee or the Board may review the Policy as andwhen it deems necessary. The Company shall reserve the rights to make amended to thePolicy from time to time as it deems fit in accordance with the applicable laws rules andregulations for the time being in force.

DESSIMINATION

The details of the Policy and the evaluation criteria as applicable shall be publishedon Company's website and accordingly disclosed in the Annual Report as part of Board'sreport therein.

ANNEXURE- 2

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act 2013and Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014]

1. A brief outline of the Company's CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs:

a. The CSR Policy of the Company contains the activities that can be undertaken by theCompany for CSR composition of CSR Committee role of CSR Committee implementation ofCSR Policy.

b. The CSR Policy is hosted on the Company's website viz.http://www.akcapindia.com/WebSiteDocuments/CSR_Policy.pdf

2. The Composition of the CSR Committee:

a) Mr. Subhash Chander Madan (Chairman & Independent Director)

b) Mr. A. K. Mittal (Managing Director)

c) Mr. Deepak Mittal (Whole-Time Director)

3. Average net profit of the company for last three financial years: Rs. 418011682/-

4. PrescribedCSRExpenditure(two percent of the amount as in item 3above): Rs.8360234/-

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year (Actual Spent during the year): Rs.8013864/-

(b) Amount unspent if any: Rs. 346370/-

(c) Manner in which the amount spent during the financial year is detailed below:

CSR Project or Activity indentified Sector in which the Project is covered Projects or Programs 1 .Local area or other 2.Specify the state and district where projects or programs was undertaken Amount Outlay (Budget) Project or Programs wise Amount spent on projects or programs SUB HEADs: 1. Direct expenditure on projects or programs 2. Overheads Cumulative expenditure upto the reporting period Amount spent Direct or through implementing agency
1 (a) Donation for promoting education Educational Nasik Maharashta 450000 Direct - Nil Overheads - 450000 450000 Implementing Agency
(b) Donation for promoting education Educational Bangalore Karnataka 7500000 Direct - Nil Overheads - 7500000 7950000 Implementing Agency
2(a) Donation for promoting preventive health care and sanitation Health Care Mumbai Maharashtra 14063 Direct - Nil Overheads - 14063 7964063 Implementing Agency
(b) Donation for promoting preventive health care and sanitation Health Care Mumbai Maharashtra 34801 Direct - Nil Overheads - 34801 7998864 Implementing Agency
3 Donation for empowering woman and setting up homes Setting Up Homes Mumbai Maharashtra 15000 Direct - Nil Overheads - 15000 8013864 Implementing Agency

Details of Implementing Agency:

Name Address
(1) (a) Ashoka Education Foundation Ashoka Marg Wadala Nasik - 422 006.
(1) (b) Azim Premji Foundation for Development PES Institute of Technology Campus Pixel Park B Block Electronics City Hosur Road (Beside NICE Road) Bangalore - 560100.
(2) (a) Shree Surgico Labs Earth Baug108 Princess StreetMumbai - 400002.
(2) (b) Siddhi Corporation 7 PathakWadi Dr. Dhirubhai Shah Chowk Mani Bhuvan Mumbai - 400002.
(3) Missionaries of Charity Sankli Street Byculla East Mumbai - 400 008.

6. In case the Company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the company shall provide thereasons for not spending the amount in its Board report: In absence of suitable CSRProject and paucity of time forevaluation of right project/program the Company could notspend the above mentioned amount.

7. The CSR Committee of the Company hereby confirms that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Date: August 14 2015 For and on behalf of A. K. Capital Services Limited
Place: Mumbai Subhash Chander Madan Deepak Mittal
Independent Director and Chairman of CSR Committee Whole time Director
(DIN: 00785025) (DIN: 00043685)

ANNEXURE- 3

SECRETARIAL AUDIT REPORT

For the financial year ended 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

A. K. Capital Services Limited

30-39 Free Press House 3rd Floor

Free Press Journal Marg215 Nariman Point

Mumbai - 400021

Dear Sir(s)/Madam

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions as agreed and the adherence to good corporate governance practice by A. K.Capital Services Limited (hereinafter called "the Company"). Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minutes books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the financial year ended 31s' March 2015 complied with the statutory provisionslisted hereunder and also that the Company has proper Board processes and compliancemechanism in place to the extent in the manner and subject to the reporting madehereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings - Not Applicable;

v. The following regulations and guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') are applicable :-

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

b) The Securities and Exchange Board of India (Prohibition of InsiderTrading)Regulations 1992;

Following regulations and guidelines as prescribed under the SEBI Act were notapplicable to the Company during the financial year under report:-

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; and

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

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

vi. The Securities and Exchange Board of India (Merchant Bankers) Regulations 1992.

We have also examined compliances with applicable clauses of:

I. Secretarial Standards issued by the Institute of the Company Secretaries of India -Not Applicable as not notified during the period under review;

II. The Listing Agreements entered into by the company with BSE Limited.

During the financial year under report the Company has complied with the provisions ofthe Act rules regulations guidelines standards etc except under section 135 of theAct the Company has spend 1.92% of the average net profits of the Company made duringimmediately preceding financials year against mandatory requirement of 2% towardsCorporate Social Responsibility (CSR).

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice agenda and detailed notes were given to all Directors to schedule theBoard Meetings at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

We further report that as per the explanations given to us and the representations madeby the Management and relied upon by us there are adequate systems and processes in thecompany commensurate with its size & operation to monitor and ensure compliance withapplicable laws rules regulations and guidelines.

We further report that during the audit period the Company has undertaken event/action having a major bearing on the Company's affairs in pursuance of the above referredlaws rules regulations guidelines standards etc. referred to above viz.

(i) Appointment of Independent Directors;

(ii) Declaration of Dividend;

(iii) Appointment of Key Managerial Personnel(s);

(iv) Constitution of Corporate Social Responsibility Committee;

(v) Approval of borrowing limits under Section 180(1 )(c) of the Act.

For Aashish K. Bhatt & Associates
Company Secretaries
(ICSI Unique Code S2008MH100200)
Place: Mumbai Aashish Bhatt
Date: August 142015 Proprietor
ACS No.: 19639 COP No.: 7023

This Report is to be read with our letter annexed as Appendix A which forms integralpart of this report.

APPENDIX A

To

The Members

A. K. Capital Services Limited

30-39 Free Press House 3rd Floor

Free Press Journal Marg215 Nariman Point

Mumbai - 400021

Our report of even date is to be read along with this letter.

1. The responsibility of maintaining Secretarial record is of the management and basedon our audit we have expressed our opinion on these records.

2. We are of the opinion that the audit practices and process adopted to obtainassurance about the correctness of the Secretarial records were reasonable forverification on test check basis.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

5. The management is responsible for compliances with corporate and other applicablelaws rules regulations standards etc. Our examination was limited to the verificationof procedure on test basis and wherever required we have obtained the Managementrepresentation about the compliance of laws rules and regulations etc.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Aashish K. Bhatt & Associates
Company Secretaries
(ICSI Unique Code S2008MH100200)
Place: Mumbai Aashish Bhatt
Date: August 142015 Proprietor
ACS No.: 19639 COP No.: 7023

ANNEXURE- 4

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the

Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:

All contracts/arrangements/transactions entered into during the year ended March312015 were at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

Transaction no. 1 - Renewal of Rent Agreement of Property located at 14314th Floor Sunflower Apartments Cuffe Parade Mumbai - 400005
Name(s) of the related party and nature of relationship 1. Mr. A. K. Mittal Managing Director (DIN: 00698377)
2. Mrs. Anshu Non-Executive Non Independent Director (DIN:01227279) and Spouse of Managing Director
Nature of contracts/arrangements/transactions Renewal of rent agreement (immovable property)
Duration of the contracts / arrangements/transactions From December 12014 to August 312017 (33 months)
Salient terms of the contracts or arrangements or transactions including the value if any 1. Deposit- Rs.2900000/-
2. Rent per month - Rs. 88000/-
3. Accommodation provided to Mr. A. K. Mittal (DIN: 00698377) Managing Director of the Company.
Date(s) of approval by the Board if any November 14 2014
Amount paid as advances if any NIL

 

Transaction no. 2 - Renewal of Rent Agreement of Property located at 101 -102 Kaivanna New Centre Point Panchvati Circle Ahmedabad -380009
Name(s) of the related party and nature of relationship 1. Mr. Abhinav Kumar Mittal Son of Managing Director and Director
Nature of contracts/arrangements/transactions Renewal of rent agreement (immovable property)
Duration of the contracts / arrangements/transactions From June 12015 to May 312018 (36 months)
Salient terms of the contracts or arrangements or transactions including the 1. Deposit- Rs.250000/-
value if any 2. Rent per month- Rs.25000/-
3. Accommodation provided for office use.
Date(s) of approval by the Board if any February 7 2015
Amount paid as advances if any NIL

 

Date: August 14 2015

For and on behalf of A. K. Capital Services Limited

Place: Mumbai A. K. Mittal Deepak Mittal
Managing Director Whole time Director
(DIN: 00698377) (DIN: 00043685)

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard