The Members of A. K. Capital Services Limited ("Company")
The Directors of your Company are pleased to present the 25th Annual Report of theCompany together with the annual audited standalone and consolidated financial statementsfor the Financial Year ended March 312018.
A summary of the financial performance of the Company both on standalone andconsolidated basis for the Financial Year 2017-18 as compared to the previous FinancialYear is given below:
Standalone financial hiahliahts of the ComDanv
(INR in Crore except per share data)
|Particulars ||2017-18 ||2016-17 |
|Total revenue ||108.29 ||96.27 |
|Total expenses ||76.18 ||60.04 |
|Profit before tax ||32.11 ||36.23 |
|Tax expenses ||10.53 ||11.86 |
|Profit after tax ||21.58 ||24.37 |
|Add: Surplus brought forward from previous year ||258.15 ||233.78 |
|Profit available for appropriation ||279.73 ||258.15 |
|Less: Appropriations || || |
|Dividend paid ||3.96 ||- |
|Dividend distribution tax on dividend ||0.81 ||- |
|Surplus carried to the balance sheet ||274.96 ||258.15 |
|Earnings per equity share (face value INR 10/- per share) Basic (INR) ||32.69 ||36.93 |
|Diluted (INR) ||32.69 ||36.93 |
|Consolidated financial hiahliahts of the Company || || |
|(INR in Crore except per share data) |
|Particulars ||2017-18 ||2016-17 |
|Total revenue ||331.76 ||338.94 |
|Total expenses ||239.09 ||249.72 |
|Profit before tax ||92.67 ||89.22 |
|Tax expenses ||30.82 ||31.40 |
|Profit after tax and before minority interest ||61.85 ||57.82 |
|Less: Share of minority interest ||0.51 ||0.39 |
|Profit for the year ||61.34 ||57.43 |
|Add: Surplus brought forward from previous year ||356.67 ||305.53 |
|Less: Transfer of Pre-acquisition profit ||- ||0.07 |
|Amount of profit available for appropriation ||418.01 ||362.89 |
|Less: Appropriations || || |
|Transfer to special reserves ||8.00 ||6.22 |
|Dividend paid ||3.96 ||- |
|Dividend distribution tax ||0.81 ||- |
|Surplus carried to the Balance Sheet ||405.24 ||356.67 |
|Earnings per equity share (face value INR 10/- per share) Basic (INR) ||92.93 ||87.01 |
|Diluted (INR) ||92.93 ||87.01 |
FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
On standalone basis your Company earned total revenue of INR 108.29 Crores during theyear under review as against INR 96.27 Crores reported in the previous year. The profitbefore tax is INR 32.11 Crores as against the INR 36.23 Crores during the previous year.After making provision for tax the net profit of your Company is INR 21.58 Crores asagainst the net profit of INR 24.37 Crores in the previous year.
The consolidated total revenue of your Company stood at INR 331.76 Crores for thefinancial year ended March 312018 as against INR 338.94 Crores for the previous year. Theconsolidated profit before tax is INR 92.67 Crores for the current year as against INR89.22 Crores in the previous year. After making provision for tax the consolidated netprofit of your Company is INR 61.85 Crores as against INR 57.82 Crores in the previousyear.
Your Company is rewarding its shareholders by way of consecutive cash dividendsconsidering the consistent financial performance of your Company and promising futureprospects while retaining capital to maintain a healthy capital and to support futuregrowth.
The Board at its Meeting held on May 26 2018 has recommended a final dividend @ 60%i.e. INR 6/- per equity share (on the face value of INR 10/- per equity share) on6600000 equity shares for the Financial Year 2017-18. The amount of dividend on equityshares and tax thereon aggregates to INR 4.77 Crore.
The payment of the final dividend is subject to the approval of the members at theensuing Annual General Meeting (AGM) and shall be paid to those members whose names appearin the Register of Members as on Friday August 10 2018. The Register of Members andShare Transfer Books will remain closed from Saturday August 112018 to Saturday August18 2018 (both days inclusive). The Annual General Meeting of the Company is scheduled tobe held on Saturday September 22 2018.
TRANSFER TO GENERAL RESERVES
During the year under review the Company has not transferred any amount to the GeneralReserves.
As on March 312018 your Company has the following subsidiaries:
SN Name of the subsidiaries
1. A. K. Stockmart Private Limited
2. A. K. Capital Corporation Private Limited
3. A. K. Wealth Management Private Limited
4. A. K. Capital (Singapore) Pte. Ltd.
5. A. K. Capital Finance Private Limited
6. Family Home Finance Private Limited (Step-down subsidiary) - with effect from June29 2017.
During the year under review A. K. Capital Finance Private Limited (AKCFPL) materialsubsidiary of the Company has issued and allotted 22700 Secured Rated ListedRedeemable Non-Convertible Debentures ("said debentures") of face value of I NR1 lakh each aggregating to INR 227 Crores on private placement basis. The said debenturesare listed on BSE Limited.
Further net worth of AKCFPL exceeded INR 500 Crores during the half year endedSeptember 30 2017 which qualifies it as a Qualified Institutional Buyer under SEBI (Issueof Capital and Disclosure Requirements) Regulations 2009.
During the year under review AKCFPL also incorporated its subsidiary Company in thename of 'Family Home Finance Private Limited" MATERIAL SUBSIDIARIES
Regulation 16(1)(c)of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 defines "material subsidiary" as a subsidiary whose income ornet worth exceeds 20% of the consolidated income or net worth respectively of the listedholding company and its subsidiaries at the end of the immediately preceding accountingyear.
Based on the above criteria the Company has two material subsidiaries namely A. K.Capital Finance Private Limited & A. K. Stockmart Private Limited.
The Policy for determining the material subsidiaries has been formulated and adopted bythe Board. The Policy may be accessed on the website at link:
http://www.akgroup.co.in/docs/Policv%20on%20Determining%20Material%20Subsidiarv-201804091508067873523.pdfNOTE ON FINANCIAL STATEMENTS OF SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements has been prepared under the historical costconvention on accrual basis and in accordance with the Generally Accepted AccountingPrinciples (GAAP') in compliance with the provisions of the Companies Act 2013 (theAct') including the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 and forms part of this AnnualReport.
In terms of Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aStatement containing salient features of financial statements of subsidiaries in FormAOC-1 as prescribed in the Companies (Accounts) Rules 2014 forms a part and is annexed tothe Annual Report.
In accordance with the provisions of Section 136 of the Companies Act 2013 the annualreport of the Company the annual financial statements and the related documents of thesubsidiary companies are placed on the website of the Company www.akgroup.co.in .Shareholders may download the annual financial statements and detailed information onsubsidiary companies from the Company's website or may write to the Company for the same.Further the documents shall be available for inspection by the shareholders at theregistered office of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of Independence prescribed both underSection 149 of the Companies Act 2013 and the requirement of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OFTHE COMPANY APPOINTMENTS DURING SINCELAST ANNUAL GENERAL MEETING
On the recommendation of Nomination and Remuneration Committee of the Company theBoard had appointed:
i. Mr. Ashish Agarwal (DIN: 08064196) Mr. Vikas Jain (DIN: 07887754) and Ms. AditiMittal (DIN: 00698397) as Additional Directors with effect from February 3 2018. Subjectto the approval of the Members at the General Meeting the Board also re-designated Mr.Ashish Agarwal and Mr. Vikas Jain as the Whole-time Directors for a period of 5 Years fromthe date of Appointment. Mr. Ashish Agarwal and Mr. Vikas Jain being whole-time Directorsof the Company were also designated as Key Managerial Personnel of the Company.
ii Mr. Khimji Shamji Pandav (DIN: 01070944) as an Additional Director (Independent) ofthe Company with effect from August 112018 for a period of 5 years.
The draft resolutions for the appointment of the Directors and their detailed profileshave been included in the notice convening the ensuing AGM and details of the proposal forappointment are mentioned in the explanatory statement of the notice.
The profile and recommendation of the Board to the Members of the Company for theirappointments are furnished herein below:
a) Mr. Ashish Agarwal
Mr. Ashish Agarwal has been associated with the Company for over 17 years and is anexpert in his domain. He is a key person who has been instrumental in structuring ofinnovative fixed income instruments such as perpetual bonds unsecured subordinated bondstax free bonds non-convertible redeemable preference shares etc.
Mr. Ashish Agarwal is a debt market veteran with over 22 years of work experience. Hestarted his career in arena when markets were in infancy stage. He has played a crucialrole in evolvement of corporate bond market in India. His role at AK Capital has revolvedaround origination of bond placement transactions for diverse set of clients includingCentral Government Undertakings Public and Private Sector Banks Financial institutionsand large Corporates. Besides bond placement he has also undertaken several prestigiousfinancial advisory transactions for country's premier Central Government Undertakings andPSU Banks.
Your Company has received a notice in writing from a member proposing the candidatureof Mr. Ashish Agarwal as Director on the Board of the Company. The Nomination andRemuneration Committee and the Board recommend his appointment to the members of theCompany.
b) Mr. Vikas Jain
Mr. Vikas Jain is a Chartered Accountant and has been associated with the company formore than 15 years. He has played an important role in the Company's business growth. AtA. K. Capital he has donned several hats and handled placement responsibilities withretirement funds advisory and structuring of venture capital funds including fundraising. He is currently handling advisory and business development for private sectorcompanies for their debt resources. His key skill is in successfully understanding theneeds of clients with a substantial knowledge of markets and instruments. He has beeninstrumental in taking the Company to top position as arranger of debt products especiallyin private placements arena.
Your Company has received a notice in writing from a member proposing the candidatureof Mr. Vikas Jain as Director on the Board of the Company. The Nomination and RemunerationCommittee and the Board recommend his appointment to the members of the Company.
c) Ms. Aditi Mittal
Ms. Aditi Mittal is a Chartered Accountant by qualification. Aditi has a decade ofexperience with A.K. Group. Ms. Aditi Mittal has been pioneer in building managing andengaging teams at A.K. Group to develop strategies both in India and abroad to achieve theGroup's vision of creating a liquid transparent and vibrant domestic corporate bondmarket. At A.K. Group she works on Prime Focus areas i.e. Business Forecasting Productdevelopment P&L Key client relationship management and holistic strategicinitiatives for the organization's growth. She was instrumental in the creation of A. K.Stockmart Private Ltd (AKSPL') (a 100% subsidiary of the Company) from inception& now heads AKSPL in the capacity of a Managing Director.
Your Company has received a notice in writing from a member proposing the candidatureof Ms. Aditi Mittal as Director on the Board of the Company. The Nomination andRemuneration Committee and the Board recommend her appointment to the members of theCompany.
d) Mr. Khimji Shamji Pandav
Mr. Khimji Shamji Pandav is a Chartered Accountant by qualification. Mr. Khimji ShamjiPandav headed the finance function in various companies for more than 33 years and heldkey posts in the field of Finance and Accounts and also acted as Financial Advisor toCIDCO and MSRDC.
Your Company has received a notice in writing from a member proposing the candidatureof Mr. Khimji Shamji Pandav as Independent Director on the Board of the Company. TheNomination and Remuneration Committee and the Board recommend his appointment to themembers of the Company.
RESIGNATIONS SINCE LAST ANNUAL GENERAL MEETING
Mr. Deepak Mittal Whole-time Director of the Company resigned from the Board witheffect from February 3 2018. The same was taken on record by Board at its meeting held onthe same day.
Mrs. Anshu Non-Executive Director tendered her resignation on April 12 2018. TheBoard noted her resignation vide circular resolution dated April 12 2018.
The Board places on record its sincere appreciation for the valuable services renderedby Mr. Deepak Mittal and Mrs. Anshu during their tenure as Directors of the Company.
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. A. K. Mittal (DIN: 00698377) will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
The requisite agenda for appointment of Mr. A. K. Mittal is incorporated in the noticeof Annual General Meeting.
RE-APPOINTMENT OF INDEPENDENT DIRECTORS
The Members of the Company at their 21st Annual General Meeting held on September 202014 had appointed Mr. Subhash Chandra Bhargava (DIN: 00020021) and Mr. Subhash ChanderMadan (DIN: 00785025) as the independent directors of the Company for a period of 5 yearscommencing from April 12014 to March 312019. In view of same their tenure shall expireon March 312019.
The Members are also informed that pursuant to the provisions of Section 152Independent Directors shall be eligible for re-appointment for second term of five yearsif special resolution is passed by the members of the Company to that effect.
Accordingly the Nomination and Remuneration Committee and the Board of Directorsrecommend the re-appointment of Independent Directors for a period of 5 years commencingfrom April 12019 to March 312024 at their meeting held on August 112018.
The draft resolutions for the re-appointment of the Independent Directors and theirdetailed profiles have been included in the notice convening the ensuing AGM and detailsof the proposal for reappointment are mentioned in the explanatory statement of thenotice.
Composition of the Board
As on March 31 2018 the Board of Directors ("'Board") of your Companycomprised of eight Directors of which three are Executive Directors two Women Directorswho are Non-Executive Non-Independent Director and three are Non-Executive IndependentDirectors. The Chairman of the Company is Non-Executive Independent Director. Thecomposition of the Board is in consonance with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in accordance with the applicable provisions of theCompanies Act 2013 as amended from time to time.
Key Managerial Personnel
Pursuant to the resignation of Mr. Deepak Mittal on February 3 2018 he ceased to beKey Managerial Personnel of the Company.
Further the Directors have also identified Mr. Ashish Agarwal and Mr. Vikas JainWhole-time Directors of the Company as the Key Managerial Personnel of the Company.
The following persons are the Key Managerial Personnel's (KMP's) of the Company as perthe provisions of Section 203 of the Companies Act 2013 (the Act) as on March 312018:-
Mr. A. K. Mittal - Managing Director
Mr. Ashish Agarwal - Whole-time Director
Mr. Vikas Jain - Whole-time Director
Mr. Mahesh Bhootra - Chief Financial Officer
Mr. Tejas Dawda - Company Secretary
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 and each Director. The evaluation of the performance of theBoard Committees and each Director is based on the approved criteria laid down in thePerformance Evaluation Policy of the Company.
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 2017-18 isprovided in Report on Corporate Governance' forming part of the Annual Report
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
Pursuant to the change in the composition of the Board the Committees of the Boardwere re-constituted.
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.
In addition to the above referred Mandatory Committees the Board also has thefollowing major Committees of the Board and delegated powers and responsibilities withrespect to specific purposes:
i. Banking and Investment Committee
ii. Management Committee
iii. Infrastructure Committee
Details of all the Non-Mandatory Committees along with their composition and terms ofreference are provided in Report on Corporate Governance' forming part of the AnnualReport.
MEETINGS OF THE 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 four 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.
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:
i. Followed the applicable accounting standards in preparation of the annual financialstatements for the Financial Year 2017-18 ;
ii. 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 312018 and of the profit of theCompany for the Financial Year 2017-18 ended on that date;
iii. Taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities ifany;
iv. Prepared the annual accounts on a going concern basis';
v. Laid down proper internal financial controls to be followed by the Company and thatsuch financial controls are adequate and are operating effectively; and
vi. Devised proper systems to ensure compliance with the provisions of all applicablelaws and that the systems are adequate and are operating effectively.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy is attached as Annexure - 1 to thisReport.
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:
The details of CSR Policy of the Company and CSR activities undertaken during theFinancial Year 2017-18 by the Company is attached as Annexure - 2 and forms anintegral part of this Report.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Pursuant to Section 177 of the Act the rules made thereunder and the SEBI Regulationsthe 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:http://www.akgroup.co.in/docs/Whistle%20Blower%20Policy/o20and%20Establishment%20of%20Vigil%20Mechanism-201804091505003847139.pdf .
There was no instance of such reporting received during the year.
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 2017-18no case in the nature of sexual harassment was reported at any workplace of the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT
The Management Discussion and Analysis report for the Financial Year 2017-18 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.
INTERNAL FINANCIAL CONTROLS
Your Company has in place 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 JMR & Associates Practicing CharteredAccountant Firm no reportable material weakness or significant deficiencies in the designor operation of internal financial controls was observed.
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 AND THEIR 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.
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 2022 subject to the ratification of such appointment by the shareholders of theCompany at every consecutive Annual General Meeting. The ratification of appointment ofStatutory Auditors for the 2nd year is being sought from the shareholders of the Companyat this AGM.
The Auditors have confirmed their eligibility and independence under the provisions ofthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further pursuant to the enactment of the Companies (Amendment) Act 2017 theratification of Statutory Auditors shall not be required at every Annual General Meetingif the Auditors are appointed for 5 Years by the Members of the Company. In view of thesame Members are required to ratify the appointment of auditors up to the conclusion of29th Annual General Meeting of the Company.
COMMENT ON AUDITOR'S REPORT
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 2017-18.
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 2017-18. 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 Report. There is no qualification reservation or adverse remark ordisclaimer made by the Secretarial Auditor in their report.
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 BY THE COMPANY
Particulars of Loans Guarantees and Investments as required under the provisions ofSection 186 of the Companies Act 2013 are given in "Notes to the FinancialStatements".
RELATED PARTY TRANSACTION
All the Related Party Transactions that were entered into during the Financial Yearwere on arm's length basis and were in ordinary course of business. Transactions withrelated parties entered into in the normal course of businesses are periodically placedbefore the Audit Committee of the Board for its approval. Prior omnibus approval of theAudit Committee is obtained for the transactions which are foreseen or repetitive innature.
Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules2014 material related party transaction to be reported under Section 188(1) of theCompanies Act 2013 in form AOC-2 are enclosed as Annexure - 4 to the BoardReport.
All Related Party Transactions as required under Accounting Standards AS-18 arereported in note no. 30 of Notes to the consolidated financial statements and thestandalone financial statements of your Company.
In accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Policy on Materiality andDealing with Related Party Transactions. It can be accessed on the Company'website at thelink:
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The following material events have occurred between the end of the financial year ofthe Company to which the financial statements relate and the date of this report:
i. A. K. Capital Finance Private Limited material subsidiary of the Company has issuedand allotted 21500 Non-Convertible Debentures (NCDs) of face value of INR 1 lakh eachaggregating to INR 215 Crores on private placement basis and subsequently the said NCDsare listed on BSE Limited.
ii. The National Housing Bank has granted Certificate of Registration (Reg. No.04.0167.18) dated April 5 2018 to Family Home Finance Private Limited a step-downsubsidiary of the Company to commence business of Housing Finance and matters incidentalthereto (without accepting public deposit).
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 2017-18.
CONSERVATION OF ENERGY TECHNOLOGY 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 has not absorbed any technology.
Your Company has no foreign exchange earnings during the Financial Year 2017-18. 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 FUNDS AND UNDERLYING SHARES' IN RESPECT OF WHICH DIVIDEND HAS NOTBEEN CLAIMED FOR SEVEN CONSECUTIVEYEARS OR MORE TO THE INVESTOR EDUCATION AND PROTECTIONFUND
In terms of Section 124 (6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016(hereinafter referred as "Rules") as amended from time to time members arerequested to note that the shares in respect of which dividends have been unpaid orunclaimed for seven consecutive years or more shall be credited to the IEPF Demat Accountmaintained with depositories. Upon transfer of such shares all benefits (eg. bonusspilt dividend etc.) if any accruing on such shares shall also be credited to the IEPFDemat Account and the voting rights on such shares shall remain frozen till the rightfulowner claims the shares.
In this connection the Company had sent intimation letters to members in respect ofthe shares on which dividend had remained unpaid or unclaimed for seven consecutive yearsor more requesting them to claim such dividend so as to avoid the corresponding sharesbeing transferred to the IEPF authority. Simultaneously an advertisement to this effectwas published in leading English and Marathi newspapers. The aforesaid Rules alsoprescribe the procedure to be followed by an investor to claim the Shares / Dividendamount transferred to IEPF. Shares which are transferred to the IEPF Demat Account can beclaimed back by the shareholder from IEPF Authority by following the procedure prescribedunder the aforesaid Rules.
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.akgroup.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.
Pursuant to the applicable provisions of Companies Act 2013 and rules made thereunderthe dividend remaining unpaid/unclaimed for a period of 7 years from the date of itsdeclaration is required to be transferred to Investor Education Protection Fund
Accordingly all the dividend remained unpaid/ unclaimed for a period of 7 Yearsamounting to INR 172866 (Indian Rupees One Lakh Seventy Two Thousand Eight Hundred SixtySix) were transferred to IEPF account.
The details of the same are available on the website of the Company viz.www.akgroup.co.in
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with Secretarial Standards issued by Institute of CompanySecretaries of India on Board Meetings and Annual General Meeting.
EXTRACT OF 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 - 5.
The statements in the Directors Reports and the Management Discussion and AnalysisReport describing the Company's objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement.
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 - 6 and forms an integral part ofthis Report.
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 2.00 p.m. to 4.00 p.m. on any working day (Mondayto Friday) upto the date of 25th 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.
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
|A. K. Mittal ||Ashish Agarwal |
|Managing Director ||Whole-time Director |
|(DIN: 00698377) ||(DIN: 08064196) |
|Place: Mumbai || |
|Date: August 112018 || |