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A.K.Capital Services Ltd.

BSE: 530499 Sector: Financials
NSE: N.A. ISIN Code: INE701G01012
BSE 00:00 | 11 May 390.00 -3.05
(-0.78%)
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NSE 05:30 | 01 Jan A.K.Capital Services Ltd
OPEN 393.00
PREVIOUS CLOSE 393.05
VOLUME 6005
52-Week high 418.00
52-Week low 176.10
P/E 11.97
Mkt Cap.(Rs cr) 257
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 393.00
CLOSE 393.05
VOLUME 6005
52-Week high 418.00
52-Week low 176.10
P/E 11.97
Mkt Cap.(Rs cr) 257
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 Company")

The Directors of your Company are pleased to present the 27th Annual Report of theCompany together with the annual audited standalone and consolidated financial statementsfor the Financial Year ended March 312020.

FINANCIAL HIGHLIGHTS:

A summary of the financial performance of the Company both on standalone andconsolidated basis for the Financial Year 2019-20 as compared to the previous FinancialYear is given below:

Financial Highlights (Standalone):

(INR in Lakhs except per share data)

Particulars 2019-20 2018-19
Total revenue 6334.25 8492.16
Total expenses 4114.03 5333.54
Profit before tax 2220.22 3158.62
Tax expenses:
Current tax 500.00 970.00
Prior period tax adjustments (54.99) 4.97
Deferred tax expense/(credit) (91.92) (157.56)
Profit after tax (A) 1867.13 2351.15
Other comprehensive Income net of tax
Item that will not to be reclassified to the statement of profit and loss (9.50) 32.15
Less: Income tax expense on above 8.75 (9.36)
Other comprehensive Income for the year (B) (0.75) 22.79
Total comprehensive Income for the year [A+B] 1866.38 2373.94
Earnings per equity share (face value INR 10/- per share) Basic and Diluted 28.29 35.62
Opening balance of other comprehensive income (619.06) (641.85)
Add: Other comprehensive income for the year (0.75) 22.79
Closing balance of other comprehensive income (619.81) (619.06)
Opening balance of retained earnings brought forward from previous year 29510.64 27607.24
Add: Profit for the year 1867.13 2351.15
Profit available for appropriation 31377.77 29958.39
Less: Appropriations
Dividend paid 726.00 396.00
Dividend distribution tax on dividend 47.39 51.75
Closing balance of retained earnings 30604.38 29510.64

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

A. K. Capital Services Limited is Flagship Company of the A. K. Group and isregistered with SEBI as a Category I Merchant Banker and Investment Advisor.

On standalone basis your Company earned total revenue of INR 6334.25 Lakhs during thefinancial year under review as against INR 8492.16 Lakhs reported in the previousfinancial year. The profit before tax is INR 2220.22 Lakhs as against the INR 3158.62Lakhs during the previous financial year. After making provision for tax the net profitof your Company is INR 1867.13 Lakhs as against the net profit of INR 2351.15 Lakhs inthe previous financial year.

Financial Highlights (Consolidated): (INR in Lakhs except per share data)

Particulars 2019-20 2018-19
Total revenue 31420.68 42167.46
Total expenses 24885.97 32503.03
Profit before tax 6534.71 9664.43
Tax expenses:
Current tax 1642.71 2760.65
Prior period tax adjustments 112.32 16.29
Deferred tax expense/(credit) (367.91) (308.99)
Profit after tax (A) 5147.59 7196.48
Other comprehensive income net of tax
Item that will not to be reclassified to the statement of profit and loss (42.43) 95.61
Less: Income tax expense on above 14.44 (26.87)
Other comprehensive Income for the year (B) (27.99) 68.74
Total comprehensive income for the year [A+B] 5119.60 7265.22
Profit for the year attributable to: 5147.59 7196.48
Owners of the Company 5100.59 7137.53
Non-controlling interest 47.00 58.95
Other comprehensive income attributable to: (27.99) 68.74
Owners of the Company (27.84) 68.70
Non-controlling interest (0.15) 0.04
Earnings per equity share (face value INR 10/- per share) Basic and Diluted 77.28 108.14
Opening balance of Other comprehensive income (2335.43) (2320.38)
Add: Other comprehensive income for the year (27.84) 68.70
Add: Other adjustments - (83.75)
Closing balance of other comprehensive income (2363.27) (2335.43)
Opening balance of retained earnings brought forward from previous year: 46999.47 41774.46
Add: Profit for the year 5100.59 7137.53
Profit available for appropriation 52100.06 48911.99
Less: Appropriations
Dividend paid** (726.00) (396.00)
Dividend on CCPS (629.24) (241.97)
Dividend distribution tax on dividend** (273.60) (101.49)
Transfer to special reserve (740.61) (917.11)
Purchase of CCPS from non-controlling interest (500.00) -
Share of Non-controlling interest - (255.95)
Closing balance of retained earnings 49230.61 46999.47

‘‘During the year 2019-20 the Board of Directors of the Holding Company hadpaid a final dividend of INR 6/- per equity share (previous year INR 6/- per equity sharepertaining to financial year ended March 312018) having face value of INR 10/- each forthe year ended March 312019. The same is approved by the shareholders of the HoldingCompany in the annual general meeting held on September 28 2019 (previous year's annualgeneral meeting was held on September 222018).The total cash outflow of INR 415.46 Lakhs(previous year INR 447.75 Lakhs) including corporate dividend tax.

"During the year 2019-20 the Board of Directors of the Holding Company had paidinterim dividend of INR 5/- per equity share having face value of INR 10/- each for theyear ended March 312020.The total cash outflow of INR 357.93 Lakhs including corporatedividend tax.

CONSOLIDATED FINANCIAL PERFORMANCE

The consolidated total revenue of your Company stood at INR 31420.68 Lakhs for thefinancial year ended March 312020 as against I NR 42167.46 Lakhs for the previousfinancial year. The consolidated profit before tax is INR 6534.71 Lakhs for the currentfinancial year as against INR 9664.43 Lakhs in the previous financial year. After makingprovision for tax the consolidated net profit of your Company is I NR 5147.59 Lakhs asagainst INR 7196.48 Lakhs in the previous financial year.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules 2014 areport on the highlights of performance of subsidiaries and their contribution to theoverall performance of the Company is appended as Form AOC-1 is annexed to theConsolidated Financial Statement in the Annual Report.

In accordance with provisions of Section 136 of Act the separate audited financialstatement of each subsidiary company is also available on the website of your Company atwww.akaroup.co. in.

Standalone financial statements have been prepared in accordance with Indian AccountingStandards ("Ind AS") notified under Sectionl 33 of the Companies Act 2013 readwith the Companies (Indian Accounting Standards) Rules 2015 as amended.

The financial statements have been prepared in accordance with Ind AS under thehistorical cost convention on the accrual basis except for certain financial instrumentswhich are measured at fair values and based on accounting principle of a going concern inaccordance with Generally Accepted Accounting Principles (GAAP). Accounting policies havebeen consistently applied except where a newly issued accounting standard is initiallyadopted or a revision to an existing accounting standard requires a change in theaccounting policy hitherto in use. The Financial Statements are presented in Lakhs ordecimal thereof.

The financial statements have been presented in accordance with Schedule Ill-DivisionIII General Instructions for Preparation of financial statements of a Non-BankingFinancial Company (NBFC) that is required to comply with Ind AS.

DIVIDEND

The Board of Directors had declared an Interim Dividend of INR 5/- per equity share oneach fully paid up 6600000 equity shares of INR10/- each of the Company amounting to INR33000000/- for the financial year ending March 312020.The dividend was paid to thosemembers of the Company whose names appeared on the Register of Members of the Company ason March 192020.

The Board has recommended a Final Dividend of INR 1/- per equity share of INR 10/- eachfor Financial Year 2019-20.

The payment of the final dividend is subject to the approval of the members at theensuing Annual General Meeting and shall be paid to those members whose names appear inthe Register of Members as on Friday July 242020. The Register of Members and ShareTransfer Books will remain closed from Saturday July 25 2020 to Saturday August 12020(both days inclusive). The amount of final dividend on Equity Shares thereon aggregates toINR 6600000/- (Indian Rupees Sixty Six Lakhs only).

TRANSFERTO GENERAL RESERVES

During the year under review the Company has not transferred any amount to the GeneralReserves.

PUBLIC DEPOSITS

No disclosure is required in respect of the details relating to the deposits coveredunder Chapter V of the Companies Act 2013 as the Company has not accepted any deposit.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS BYTHE COMPANY

Particulars of Loans Guarantee and Investments as required under the provisions ofSection 186 of the Companies Act 2013 are given in "Notes to the FinancialStatements".

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement your

Directors confirm that they have:

a) Followed the applicable accounting standards in preparation of the annual financialstatements for the Financial Year 2019-20:

b) Have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312020 and of the profit of theCompany for the Financial Year 2019-20 ended on that date;

c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities if any;

d) Prepared the annual accounts on a‘going concern basis';

e) Laid down proper internal financial controls to be followed by the Company and thatsuch financial controls are adequate and are operating effectively; and

f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that the systems are adequate and are operating effectively.

INTERNAL FINANCIAL CONTROLS

Your Company has put adequate internal financial controls with reference to theFinancial Statements. Internal Financial control have been assessed during the year takinginto consideration the essential components of internal controls stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by TheInstitute of Chartered Accountants of India. Based on the results of such assessmentcarried out by management with the help of M/s A. Ratadiya & Associates PracticingChartered Accountant Firm no reportable material weakness orsignificant deficiency in thedesign or operation of internal financial controls was observed.

RISK MANAGEMENT

As a diversified enterprise your Company continues to focus on a system-based approachto business risk management. The management of risk is embedded in the corporatestrategies that best match organizational capability with market opportunities focusingon building distributed leadership and succession planning processes nurturing specialismand enhancing organizational capabilities. Accordingly management of risk has always beenan integral part of the Company's Strategy.

INTERNAL CONTROL SYSTEMS ANDTH EIR ADEQUACY

The Company has adequate internal control systems to commensurate with the nature ofbusiness and size of operations for ensuring:

i. orderly and efficient conduct of business including adherence to Company's policiesand procedures;

ii. safeguarding of all our assets against loss from unauthorized use or disposal;

iii. prevention and detection of frauds and errors;

iv. accuracy and completeness of accounting records;

v. timely preparation of reliable financial information; and

vi. compliance with applicable laws and regulations.

The policies guidelines and procedures are in place to ensure that all transactionsare authorised recorded and reported correctly as well as provides for adequate checksand balances.

Adherence to these processes is ensured through frequent internal audits. The internalcontrol system is supplemented by an extensive program of internal audit and reviews bythe senior management. To ensure independence the internal audit function has a reportingline to the Audit Committee of the Board.

The Audit Committee of the Board reviews the performance of the audit and the adequacyof internal control systems and compliance with regulatory guidelines. The Audit Committeeof Board provides necessary oversight and directions to the internal audit function andperiodically reviews the findings and ensures corrective measures are taken. This systemenables us to achieve efficiency and effectiveness of operations reliability andcompleteness of financial and management information and compliance with applicable lawsand regulations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the FinancialYear 2019-20 with related parties were in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company had obtained prior approval of the Audit Committee for all the relatedparty transactions during the financial year 2019-20 as envisaged in Regulation 23(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further theAudit Committee had given prior omnibus approval under Regulation 23(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for related partytransactions that are foreseen and of repetitive nature during the period under review andthe required disclosures are made to the committee on quarterly basis.

The Company also secures omnibus approval from the Audit Committee for transaction upto INR1 Crore with related party where the need for Related Party Transaction cannot beforeseen and adequate details are not available.

All related party transactions that were entered during the financial year ended March312020 were on an arm's length basis and were in the ordinary course of business.Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted.

The details of material related party transaction entered into by the Company duringthe financial year 2019-20 are enumerated in Form AOC-2 as attached in Annexure 6 underSection 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014. In addition to above the disclosure of transactions with relatedparty for the year as per Indian Accounting Standard-24 (I NDAS-24) Related PartyDisclosures is given in Notes to the Accounts section of the Annual Report.

Further disclosure required under Schedule V Part A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 pertaining to related party transactions isfurnished in Notes to the Accounts section of the Annual Report.

The Company has in place a Board approved Policy on Materiality and Dealing withRelated Party Transactions which is available on the website of the Company at:

https://www.akciroup.co.in/docs/POLICY%200N%20MATERIALITY%20AND%20DEALING%20WITH%20RELATED%20PARTY%20TRANSACTIONS oraanized-202006241653501446679.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY

The COVID-19 pandemic has significantly impacted economic activities businessesindividuals across the spectrum. The Company recognizes the need to make reasonableestimation of the impact of this pandemic in connection with payment ability of itscustomers and make additional provisions as considered appropriate over-and-above theextant provisions for expected credit losses. The Company has segmented its portfolio onthe basis of various parameters to ascertain the impact of COVID-19 and basis itsestimates assumptions and judgements arrived at the additional impairment which areprovided in the financial statements.

As per the Management's assessment this by itself has not resulted in to anysignificant increase in the credit risk however the management will monitor any materialchanges to future economic conditions and suitable effect will be given in the respectivefuture period.

STATUTORY AUDITORS AND AUDITOR'S REPORT

M/s. PYS & Co. LLP (Firm Registration No. 012388S/S200048) Chartered AccountantsStatutory Auditors of your Company were appointed in the 24th Annual General Meeting ofthe Company held on September 16 2017 as Statutory Auditors of the Company to hold officefor a term of five years until the conclusion of the 29th Annual General Meeting to beheld in the year 2022.

The Auditors have confirmed their eligibility and independence under the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

There is no qualification reservation adverse remark or disclaimer made by theStatutory Auditors in their Audit report. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company during the Financial Year 2019-20.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors or Secretarial Auditor of theCompany have not reported any fraud to the Audit Committee or to the Board of Directorsunder Section 143(12) of the Companies Act 2013 including rules made thereunder.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.

SUBSIDIARIES

As on March 312020 your Company has following subsidiaries:

Sr no Name of the subsidiaries

i. A. K. Stockmart Private Limited

ii. A. K. Capital Corporation Private Limited

iii. A. K. Wealth Management Private Limited

iv. A. K. Capital (Singapore) Pte. Ltd.

v. A. K. Capital Finance Limited

vi. Family Home Finance Private Limited (Step-down subsidiary).

MATERIAL SUBSIDIARIES

Pursuant to the provisions of Regulation 16 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 including amendments thereto the Company hastwo material subsidiaries namely A. K. Capital Finance Limited and A. K. StockmartPrivate Limited.

The Policy for determining the material subsidiaries has been formulated & adoptedby the Board. The Policy may be accessed on the website at link:

https://www.akaroup.co.in/docs/Policv%20for%20Determinina%20Material%20Subsidiariesoraanized-202006241649216056679.pdf

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OFTHE COMPANY:

COMPOSITION OFTHE BOARD

As on March 312020 the Board of Directors of your Company comprised of sevenDirectors of which three are Executive Directors one Woman Non-Executive Non-IndependentDirector & three are Non-Executive Independent Directors. The Chairman of the Board isNon-Executive Independent Director. The composition of the Board is in consonance withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 & inaccordance with the applicable provisions of the Companies Act 2013 as amended from timeto time.

The details of board composition is provided in ‘Report on CorporateGovernance'forming part of the Annual Report.

RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and the provisions of theSection 152 of the Companies Act 2013 Mr. Ashish Agarwal (DIN: 08064196) will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The requisite agenda for appointment of Mr. Ashish Agarwal is incorporated in thenotice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following persons are the Whole-time Key Managerial Personnel's (KMP's) of theCompany as per the provisions of Section 203 of the Companies Act 2013 as on March312020:-

Mr.A. K. Mittal

Mr. Ashish Agarwal

Mr. Vikas Jain

Mr. Mahesh Bhootra

Mr.Tejas Davda

Managing Director Whole-time Director Whole-time Director Chief Financial OfficerCompany Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they fulfill the criteria of Independence prescribed bothunder Section 149(6) of the Companies Act 2013 and the requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

DECLARATION FROM DIRECTORS AND PRACTISING PROFESSIONAL

Based on the written representations received from the directors of the Company as onMarch 31 2020 none of the directors of the Company is disqualified to act as a Directoras on March 312020.

M/s. Manish Ghia & Associates Practicing Company Secretaries have also certifiedthat none of the directors of the Company have been debarred or disqualified from beingappointed or continuing as Director of the Company by SEBI or Ministry of CorporateAffairs or any such statutory authority.

PERFORMANCE EVALUATION

With the objective of enhancing the effectiveness of the Board the Nomination andRemuneration Committee formulated the methodology and criteria to evaluate the performanceof the Board its Committee Chairman and each Director.

The evaluation of the performance of the Board Committees Chairman and each Directoris based on the approved criteria laid down in the Performance Evaluation Policy of theCompany.

The Independent Directors also held a separate meeting to review the performance of thenon-executive directors the Chairman of the Company the overall performance of the Boardalong with its Committees.

The details of performance evaluation conducted during the Financial Year 2019-20 isprovided in ‘Report on Corporate Governance' forming part ofthe Annual Report.

MEETINGS OFTHE BOARD

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses. During the year underreview the Board met five times.The details of the Board Meetings and the attendance ofthe Directors at the meetings are provided in the Corporate Governance Report which formspart of this Annual Report. The maximum interval between any two meetings did not exceed120 days.

BOARD COMMITTEES:

MANDATORY COMMITTEES

The Board of Directors has four Mandatory Committees viz.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

The details of all the Mandatory Committees along with their composition terms ofreference and meetings held during the year are provided in ‘Report on CorporateGovernance' forming part of the Annual Report.

NON-MANDATORY COMMITTEES

In addition to the above referred Mandatory Committees the Board also has formedfollowing Committees of the Board and delegated powers and responsibilities with respectto specific purposes:

i. Banking and Investment Committee

ii. Management Committee

iii. Infrastructure Committee

Details of Non-Mandatory Committees as mentioned above along with their composition andterms of reference are provided in ‘Report on Corporate Governance' forming part ofthe Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy is attached as Annexure -1 to this AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act 2013 and rulesmade there under the Company has in place Corporate Social Responsibility Policy; thesame may be accessed at the link given below:

http://www.akaroup.co.in/docs/Policv-CSR Policv-201708221314314005332.pdf

The details of CSR activities undertaken during the Financial Year 2019-20 by theCompany is attached as Annexure - 2 and forms an integral part of this Annual Report.

WHISTLEBLOWER POLICY ANDVIGIL MECHANISM

Pursuant to Section 177 of the Companies Act 2013 and rules made thereunder and as perRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has in place a Whistle Blower Policy ('Vigil Mechanism') for reporting genuineconcerns over happening of instances of any irregularity unethical practice and/ormisconduct involving the directors employees and stakeholders. The Policy may be accessedon the Company's website at the link:

https://www.akaroup.co.in/docs/Whistle%20Blower%20Policv%20and%20Establishment%20of%20Viail%20Mechanismoraanized- 202006241657493896679.pdf

There was no instance of such reporting received during the year.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OFWOMENATWORKPLACE

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 at group level and has dulyconstituted an Internal Complaints Committee in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules thereunder. The Policy has been widely communicated internally and is placed on theCompany's website.

Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment.

During the calendar year 2019 i.e. January 12019 to December 312019 no case in thenature of sexual harassment was reported at any workplace of the Company.

The annual report prepared by the Internal Complaints Committee of the Company as perthe provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 was duly submitted to the District Officer.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis report for the Financial Year 2019-20 and thereport of the Directors on Corporate Governance as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are given in separate sectionsforming part of the Annual Report.

A certificate from the Statutory Auditors of the Company M/s. PYS & Co. LLPChartered Accountants (Firm Registration No.: 012388S/S200048) confirming compliance withthe conditions of Corporate Governance stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to the Report on CorporateGovernance.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed M/s. Manish Ghia & Associates PracticingCompany Secretaries Mumbai to conduct the Secretarial Audit of the Company for FinancialYear 2019-20. The Company provided all assistance and facilities to the SecretarialAuditors for conducting their audit.

The Secretarial Audit Report is appended as Annexure-3 to this Annual Report.

The remark in the Secretarial Audit report are self-explanatory and do not call for anyelucidation.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS

There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operation in future during theFinancial Year 2019-20.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive. However adequate measures forconservation of energy usage of alternate sources of energy and investments for energyconservation wherever required have been taken. The Company makes all efforts towardsconservation of energy protection of environment and ensuring safety.

The Company recognizes the significance of robust IT infrastructure in the current erawhere it is crucial to offer clients faster and more efficient services. Towards this endthe Company makes a sizeable investment each year to ensure adoption of best technologiesthat can streamline operations brings in efficiency and enable to provide better customerservice to make the Company more competitive in the market

Your Company has no foreign exchange earnings during the Financial Year 2019-20. Theinformation on foreign exchange outgo is furnished in the "Notes to the FinancialStatements" which forms part of this Annual Report.

DEPOSITORY SYSTEM

The Equity Shares of the Company are compulsorily traded in electronic form. As onMarch 312020 out of the Company's total paid-up Equity Share Capital comprising of6600000 Equity Shares only 21720 Equity Shares (constituting 0.33% of the paid-upshare capital) are in physical form and the remaining shares are held in dematerializedform. In view of the numerous advantages offered by the Depository System the Membersholding shares in physical form are advised to avail the facility of dematerialization.

INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

In accordance with the applicable provisions of Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016("IEPF Rules") all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for seven (7)consecutive years or more shall be transferred to the demat account of the I EPFAuthority.

The information pertaining to unpaid / unclaimed dividends for last seven years and thedetails of such members whose unclaimed dividend / shares have been transferred to IEPFAuthority is also available on the Company's website www.akaroup.co.in

In view of the same the Company has transferred 7211 Equity Shares on which dividendhad remained unpaid or unclaimed for seven consecutive years in favor of InvestorEducation Protection Fund.

Accordingly the entire dividend remained unpaid/ unclaimed for a period of 7 (Seven)Years amounting to INR 151656/- (Indian Rupees One Lakh Fifty OneThousand Six Hundred andFifty Six) were transferred to IEPF account.

COMPLIANCEWITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards issued by Institute of CompanySecretaries of India on Board Meetings and Annual General Meeting including relaxationprovided therein.

EXTRACTOF ANNUAL RETURN

Pursuant to the requirements under Sections 92(3) and 134(3) of the Companies Act 2013read with Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Annual Report as Annexure-4.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and amendments thereto are provided inthe Annual Report and is attached as Annexure - 5 and forms an integral part of thisReport.

Information as required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is available for inspection by the Members at theRegistered Office of the Company between 2 p.m. to 4 p.m. on any working day (Monday toFriday) upto the date of 27th Annual General Meeting of the Company. Any member who isinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on such request.

CAUTIONARY STATEMENT

The statement in the Directors Report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. These risks and uncertaintiesinclude the effect of economic and political conditions in India volatility in interestrates new regulations and Government policies that may impact the Company's business aswell as its ability to implement the strategy. The Company does not undertake to updatethese statements.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep and sincere gratitude for thevaluable guidance and support received from the Depository Participants GovernmentAuthorities Regulators Stock Exchanges Bankers of the Company Auditors of the CompanyOther Statutory Bodies.Your Directors would also like to take this opportunity to expresstheir gratitude to the Members of the Company for their trust and support. The Board alsowishes to thank the employees of the Company and its subsidiaries at all levels for thededicated services rendered by them. Your Directors look forward to your continuingsupport.

On behalf of the Board of Directors

Vikas Jain Whole-time Director (DIN: 07887754)

Place: Mumbai Date: August 142020

A. K. Mittal Managing Director (DIN: 00698377)

.