The Members of A. K. Capital Services Limited (Company)
The Directors of your Company are pleased to present the 26th Annual Report of theCompany together with the annual audited standalone and consolidated financial statementsfor the Financial Year ended March 31 2019.
A summary of the financial performance of the Company both on standalone andconsolidated basis for the Financial Year 2018-19 as compared to the previous FinancialYear is given below:
Standalone financial highlights
| || ||(Rs in Lakhs except per share data) |
|Particulars ||2018-19 ||2017-18 |
|Total revenue ||8492.16 ||10521.87 |
|Total expenses ||5333.54 ||7683.07 |
|Pro t before tax ||3158.62 ||2838.80 |
|Tax expenses: || || |
|Current tax ||965.03 ||1057.40 |
|Deferred tax expense/(credit) ||(157.56) ||(124.39) |
|Pro t after tax (A) ||2351.15 ||1905.79 |
|Other comprehensive Income net of tax || || |
|Item that will not to be reclassi ed to the statement of profit and loss ||32.15 ||59.26 |
|Less: Income tax expense on above ||(9.36) ||(20.02) |
|Other comprehensive Income for the year (B) ||22.79 ||39.24 |
|Total comprehensive income for the year [A+B] ||2373.94 ||1945.03 |
|Earnings per equity share (face value INR 10/- per share) ||35.62 ||28.88 |
|Basic and Diluted (INR) || || |
|Opening balance of other comprehensive income ||(641.85) ||(681.09) |
|Add: Other comprehensive income for the year ||22.79 ||39.24 |
|Closing balance of other comprehensive income ||(619.06) ||(641.85) |
|Opening balance of retained earnings brought forward from previous year ||27607.24 ||26178.06 |
|Add: Pro t for the year ||2351.15 ||1905.79 |
|Pro t available for appropriation ||29958.39 ||28083.85 |
|Less: Appropriations || || |
|Dividend paid ||396.00 ||396.00 |
|Dividend distribution tax on dividend ||51.75 ||80.61 |
|Closing balance of retained earnings ||29510.64 ||27607.24 |
FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OFTHE COMPANY
On standalone basis your Company earned total revenue of INR 8492.16 Lakhs during theyear under review as against INR 10521.87 Lakhs reported in the previous year. The profitbefore tax is INR 3158.62 Lakhs as against the INR 2838.80 Lakhs during the previousyear. After making provision for tax the net profit of your Company is INR 2351.15 Lakhsas against the net profit of INR 1905.79 Lakhs in the previous year.
|Consolidated financial highlights: || |
(Rs in Lakhs except per share data)
|Particulars ||2018-19 ||2017-18 |
|Total revenue ||42167.46 ||33007.95 |
|Total expenses ||32503.03 ||23912.42 |
|Pro t before tax ||9664.43 ||9095.53 |
|Tax expenses || || |
|Current tax ||2776.94 ||3185.80 |
|Deferred tax expense/(credit) ||(308.99) ||(437.51) |
|Pro t after tax (A) ||7196.48 ||6347.24 |
|Other comprehensive income net of tax || || |
|Item that will not to be reclassi ed to the statement of profit and loss ||95.61 ||(914.06) |
|Less: Income tax expense on above ||(26.87) ||(17.36) |
|Other comprehensive Income for the year (B) ||68.74 ||(931.42) |
|Total comprehensive income for the year [A+B] ||7265.22 ||5415.82 |
|Pro t for the year attributable to: ||7196.48 ||6347.24 |
|Owners of the Company ||7137.53 ||6290.38 |
|Non-controlling interest ||58.95 ||56.86 |
|Other comprehensive income attributable to: ||68.74 ||(931.42) |
|Owners of the Company ||68.70 ||(918.84) |
|Non-controlling interest ||0.04 ||(12.58) |
|Earnings per equity share (face value INR 10/- per share) ||108.14 ||95.31 |
|Basic and Diluted (INR) || || |
|Opening balance of Other comprehensive income ||(2320.38) ||(1361.43) |
|Add: Other comprehensive income for the year ||68.70 ||(918.84) |
|Add: Other adjustments ||(83.75) ||(40.11) |
|Closing balance of other comprehensive income ||(2335.43) ||(2320.38) |
|Opening balance of retained earnings brought forward from previous year: ||41774.46 ||36829.91 |
|Add: Pro t for the year ||7137.53 ||6290.38 |
|Pro t available for appropriation ||48911.99 ||43120.29 |
|Less: Appropriations || || |
|Dividend paid ||(637.97) ||(396.00) |
|Dividend distribution tax on dividend ||(101.49) ||(80.61) |
|Expenses incurred in relation to share capital ||- ||(70.40) |
|Transfer to special reserve ||(917.11) ||(799.71) |
|Other adjustments ||- ||0.89 |
|Share of Non-controlling interest ||(255.95) ||- |
|Closing balance of retained earnings ||46999.47 ||41774.46 |
CONSOLIDATED FINANCIAL PERFORMANCE
The consolidated total revenue of your Company stood at INR 42167.46 Lakhs for thefinancial year ended March 31 2019 as against INR 33007.95 Lakhs for the previous year.The consolidated profit before tax is INR 9664.43 Lakhs for the current year as againstINR 9095.53 Lakhs in the previous year. After making provision for tax the consolidatednet profit of your Company is INR 7196.48 Lakhs as against INR 6347.24 Lakhs in theprevious year.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 and Rule 8(1) ofThe Companies (Accounts) Rules 2014 a Statement containing salient features of FinancialStatement of Subsidiaries in Form AOC-1 is attached to the consolidated financialstatements.
NOTES ON FINANCIAL STATEMENTS
Standalone financial statements ha five been prepared in accordance with IndianAccounting Standards ("Ind AS") notified under Section 133 of the Companies Act2013 read with 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 III-DivisionIII General Instructions for Preparation of financial statements of a Non-BankingFinancial Company (NBFC) that is required to comply with Ind AS.
For all periods up to and including the year ended March 31 2018 the Company preparedits financial statements in accordance with accounting standards notified under theSection 133 of the Companies Act 2013 read together with paragraph 7 of the Companies(Accounts) Rules 2014 (Indian GAAP or previous GAAP). These financial statements for theyear ended March 31 2019 are the first financials which the Company has prepared inaccordance with Ind AS.
Your Company is rewarding its shareholders by way of consecutive cash dividends.Considering the financial performance of your Company promising prospects and need toretain capital to support future growth the Board at its Meeting held on May 25 2019has recommended a final dividend @ 60% i.e . INR 6/- per equity share (on the face valueof INR 10/- per equity share) on 6600000 equity shares for the Financial Year 2018-19.The amount of dividend on equity shares and tax thereon aggregates to INR 446.82 Lakhs.
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 August 23 2019. The Register of Members and ShareTransfer Books will remain closed from Saturday August 24 2019 to Saturday August 312019 (both days inclusive). The Annual General Meeting of the Company is scheduled to beheld on Saturday September 28 2019.
TRANSFER TO GENERAL RESERVES
During the year under review the Company has not transferred any amount to the GeneralReserves.
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 Guarantees and Investments as required under the provisions ofSection 186 of the Companies Act 2013 are given in Notes to the Financial Statements.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to 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 2018-19;
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 31 2019 and of the profit of theCompany for the Financial Year 2018-19 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.
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 A. Ratadiya & Associates PracticingChartered Accountant Firm no reportable material weakness or significant deciencies inthe design or operation of internal financial controls was observed.
As a diversied 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 ANDTHEIR 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 ofbusiness including adherence to Company's policies and procedures; ii. safeguarding ofall our assets against loss from unauthorized use or disposal; iii. prevention anddetection 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 ARRANGEMENTSWITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the FinancialYear 2018-19 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 related partytransactions during the Financial Year 2018 -19 as envisaged in Regulation 23(2) of theSEBI (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.
All related party transactions that were entered during the financial year ended March31 2019 were on an arms length basis and were in the ordinary course of business.Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted.
Also there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large. Thusdisclosures as per Form AOC-2 under Section 134(3)(h) of the Companies Act 2013 readwith Rule 8(2) of the Companies (Accounts) Rules 2014 is not required. However thedisclosure of transactions with related party for the year as per Indian AccountingStandard-24 (IND AS-24) Related Party Disclosures is given in Notes to the Accountssection of the Annual Report.
Further disclosure required under Schedule V Part A of Listing SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 pertaining to related partytransactions is furnished 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:http://www.akgroup.co.in/docs/POLICY%20ON%20MATERIALITY%20AND%20DEALING%20WITH%20RELATED%20PARTY%20TRANSACTIONS-201709141443080587733.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY
No material change and commitment has occurred after the closure of the Financial Year2018-19 till the date of this Report which would affect the financial position of yourCompany.
STATUTORY AUDITORS AND AUDITORS 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 v the 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 2018-19.
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.
As on March 31 2019 your Company has 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 Limited (Formerly known as JA. K. Capital Finance PrivateLimited)
6. Family Home Finance Private Limited (Step-down subsidiary).
Pursuant to the provisions of Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 including amendments thereto the Company hasone material subsidiary namely A. K. Capital Finance Limited (Formerly known as JA. K.Capital Finance 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/Policy%20for%20Determining%20Material%20Subsidiaries-201906251743476627941.pdf
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY APPOINTMENT DURINGTHEFINANCIAL YEAR
On the recommendation of Nomination and Remuneration Committee of the Company theBoard had appointed Mr. Khimji Shamji Pandav (DIN: 01070944) as an Additional Director(Independent) of the Company with effect from August 11 2018 for a period of 5 years andsubsequently his appointment was regularized at 25th Annual General Meeting of the Companyheld on September 22 2018.
RESIGNATION SINCE LAST ANNUAL GENERAL MEETING
Mr. Raghubinder Rai Bajaj (DIN: 00851994) Independent Director of the Company resignedfrom the Board with effect from February 2 2019. The same was taken on record by theBoard at its meeting held on the same day.
The Board places on record its sincere appreciation for the valuable services renderedby Mr. Raghubinder Rai Bajaj during his tenure as Director 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 Ms. Aditi Mittal (DIN: 00698397) will retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
The requisite agenda for appointment of Ms. Aditi Mittal is incorporated in the noticeof Annual General Meeting.
COMPOSITION OFTHE BOARD
As on March 31 2019 the Board of Directors of your Company comprised of sevenDirectors of which three are Executive Directors one Woman Non-Executive Non-IndependentDirector and 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 and inaccordance with the applicable provisions of the Companies Act 2013 as amended from timeto time.
KEY MANAGERIAL PERSONNEL
The following persons are the Key Managerial Personnels (KMPs) of the Company as perthe provisions of Section 203 of the Companies Act 2013 as on March 31 2019:-
|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 Davda ||- Company 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 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 2019 none of the directors of the Company is disqualified to act as a Directoras on March 31 2019.
M/s. C. B. Jain & Associates Practising 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. The said certificate is attached in the CorporateGovernance Report which forms part of this Annual Report.
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 2018-19 isprovided in Report on Corporate Governance forming part of the 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 v the 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.
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 Repor t on CorporateGovernance forming part of the Annual Report.
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 Repor t on Corporate Governance forming part of theAnnual Report.
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 activities undertaken during the Financial Year 2018-19 by theCompany is attached as Annexure - 2 and forms an integral part of this 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:
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 www.akgroup.co.in.
Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. During the Financial Year 2018-19 no case in the nature of sexualharassment 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 2018-19 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 2018-19. 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.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Standards Guidelines etc. mentioned above and in respect of lawsspecifically applicable to the Company based on their sector/industry in so far asregistration membership submission of various returns/information or other particularsto be led with Securities Exchange Board of India except that in one of the instancethere was an inadvertent delay in dispatch of share certificate post recording transferas required under Regulation 40(9) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Company has won the most prestigious award of India Bond House of the year at theIFR Asia Awards 2018 event which was held on February 26 2019 at Hong Kong.
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 2018-19.
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 2018-19. Theinformation on foreign exchange outgo is furnished in the Notes to the FinancialStatements which forms part of this Annual Report.
The Equity Shares of the Company are compulsorily traded in electronic form. As onMarch 31 2019 out of the Company's total paid-up Equity Share Capital comprising of6600000 Equity Shares only 48020 Equity Shares are in physical form and the remainingshares are held in dematerialized form. In view of the numerous advantages offered by theDepository System the Members holding shares in physical form are advised to avail thefacility 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 (IEPFRules) all unclaimed dividends are required to be transferred by the Company to the IEPFafter completion of seven (7) years. Further according to IEPF Rules the shares on whichdividend has not been claimed by the shareholders for seven (7) consecutive years or moreshall be transferred to the demat account of the IEPF Authority.
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.
Accordingly the entire dividend remained unpaid/ unclaimed for a period of 7 Yearsamounting to INR 148812/- (Indian Rupees One Lakh Forty-Eight Thousand Eight Hundred andTwelve) 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.
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 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 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 26th 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.
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.
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 ||Vikas Jain |
|Managing Director ||Whole-time Director |
|(DIN: 00698377) ||(DIN: 07887754) |
|Place: Mumbai || |
|Date: August 3 2019 || |