|
To,
The Members of A. K. Capital Services Limited (the
Company'')
The Directors of your Company are pleased to present the 32nd Annual
Report of the Company, together with the Annual Audited Standalone and Consolidated
financial statements for the Financial Year ended March 31,2025.
1. FINANCIAL HIGHLIGHTS:
A summary of the financial performance of the Company, both on
Standalone and Consolidated basis, for the Financial Year 2024-25 as compared to the
previous Financial Year is given below:
Standalone Financial Statements:
(INR in Lakhs except earnings per share)
Particulars |
FY 2024-25 |
FY 2023-24 |
| Total income |
12,724.99 |
12,719.95 |
| Total expenses |
8,898.25 |
8,687.79 |
Profit before tax |
3,826.74 |
4,032.16 |
Tax expenses: |
|
|
| Current tax |
505.00 |
775.00 |
| Tax adjustment for earlier years |
2.99 |
(2.99) |
| Deferred tax charge |
33.54 |
80.26 |
Profit after tax (A) |
3,285.21 |
3,179.89 |
Other comprehensive Income, net of tax |
|
|
| Item that will not to be reclassified to the
statement of profit and loss |
1.30 |
(37.20) |
| Less: Income tax expense on above |
(0.32) |
9.36 |
Other comprehensive Income for the year
(B) |
0.98 |
(27.84) |
Total comprehensive Income for the year
[A+B] |
3,286.19 |
3,152.05 |
| Earnings per equity share (face value INR
10/- per share) |
|
|
| Basic and Diluted (INR) |
49.78 |
48.18 |
Opening balance of other comprehensive
income |
(650.64) |
(622.80) |
| Add: Other comprehensive income for the year |
0.98 |
(27.84) |
Closing balance of other comprehensive
income |
(649.66) |
(650.64) |
Opening balance of retained earnings
brought forward from previous year |
39,718.54 |
37,462.65 |
| Add: Profit for the year |
3,285.21 |
3,179.89 |
Profit available for appropriation |
43,003.75 |
40,642.54 |
| Less: Appropriations |
|
|
| Dividend paid** |
(2,112.00) |
(924.00) |
Closing balance of retained earnings |
40,891.75 |
39,718.54 |
Note: Previous periods figures have been regrouped/rearranged wherever
necessary.
**During the Financial Year2024-25, the Board of Directors of the
Company had paid a final dividend of INR 8/- per equity share (pertaining to Financial
Year ended March 31,2024) having face value of INR 10/- each. The same is approved by the
shareholders of the Company in their 31st Annual General Meeting held on September21,2024.
The total cash outflow of INR 528.00 Lakhs.
During the Financial Year 2024-25, the Board of Directors of the
Company had paid 1st and 2nd interim dividend of INR 12/- per equity share, each, having
face value of INR 10/- each for the year ended March 31,2025, at its Board meetings held
on November 7,2024 and February8,2025, respectively. The total cash outflow of INR
1,584.00 Lakhs.
Consolidated Financial Statements:
(INR in Lakhs except earnings per share)
Particulars |
FY 2024-25 |
FY 2023-24 |
| Total income |
48,410.09 |
51,905.09 |
| Total expenses |
37,432.32 |
39,628.34 |
Profit before tax |
10,977.77 |
12,276.75 |
Tax expenses |
|
|
| Current tax |
2,129.37 |
2,819.87 |
| Tax adjustment for earlier years |
4.11 |
(8.34) |
| Deferred tax charge |
131.41 |
213.03 |
Profit after tax (A) |
8,712.88 |
9,252.19 |
Other comprehensive income, net of tax |
|
|
| Item that will not to be reclassified to the
statement of profit and loss |
(48.31) |
(56.86) |
| Less: Income tax expense on above |
6.31 |
24.85 |
Other comprehensive Income for the year
(B) |
(42.00) |
(32.01) |
Total comprehensive income for the year
[A+B] |
8,670.88 |
9,220.18 |
Profit for the year attributable to: |
8,712.88 |
9,252.19 |
| Owners of the Company |
8,472.95 |
9,170.70 |
| Non-controlling interest |
239.93 |
81.49 |
Other comprehensive income attributable
to: |
(42.00) |
(32.01) |
| Owners of the Company |
(41.81) |
(31.54) |
| Non-controlling interest |
(0.19) |
(0.47) |
| Earnings per equity share (face value INR
10/- per share) |
|
|
| Basic and Diluted (INR) |
128.38 |
138.95 |
Opening balance of Other comprehensive
income |
(2,439.63) |
(2,408.09) |
| Less: Change in non-controlling interest |
63.00 |
- |
| Add: Other comprehensive income for the year |
(41.81) |
(31.54) |
Closing balance of other comprehensive
income |
(2,418.44) |
(2,439.63) |
Opening balance of retained earnings
brought forward from previous year: |
75,067.66 |
68,335.05 |
| Add: Profit for the year |
8,472.95 |
9,170.70 |
Profit available for appropriation |
83,540.61 |
77,505.75 |
| Less: Appropriations |
|
|
| Dividend paid |
(2,112.05) |
(924.00) |
| Change in non controlling interest |
(1,266.66) |
- |
| Dividend on CCPS |
(227.57) |
(230.09) |
| Transfer to special reserve |
(1,335.11) |
(1,284.00) |
Closing balance of retained earnings |
78,599.22 |
75,067.66 |
Note: Previous periods figures have been regrouped/rearranged wherever
necessary.
2. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF
THE COMPANY:
A. K. Capital Services Limited is a Flagship Company of the A. K.
Group, and is registered with SEBI as a Category I Merchant Banker.
On a standalone basis, your Company earned total revenue of INR
12,724.99 Lakhs during the current Financial Year under review as against INR 12,719.95
Lakhs reported in the previous Financial Year. The profit before tax is INR 3,826.74 Lakhs
for the current Financial Year as against INR 4,032.16 Lakhs during the previous Financial
Year. After making provision for tax, the net profit of your Company is INR 3,285.21 Lakhs
for the current Financial Year as against the net profit of INR 3,179.89 Lakhs in the
previous Financial Year.
The consolidated total revenue of your Company stood at INR 48,410.09
Lakhs for the current Financial Year, as against INR 51,905.09 Lakhs for the previous
Financial Year. The consolidated profit before tax is INR 10,977.77 Lakhs for the current
Financial Year as against INR 12,276.75 Lakhs for the previous Financial Year. After
making provision for tax, the consolidated net profit of your Company is INR 8,712.88
Lakhs for the current Financial Year as against INR 9,252.19 Lakhs for the previous
Financial Year.
During the year, the Company has made an application to SEBI to
surrender its Investor Advisor license. In view of the same, SEBI and BSE Administration
& Supervision Ltd. (BASL) have approved the application for Surrender of Certificate
of Registration as Investment Adviser vide email dated July 22, 2024.
3. PERFORMANCE AND FINANCIAL POSITION OF
SUBSIDIARIES:
As required under Rule 5 and Rule 8(1) of the Companies (Accounts)
Rules, 2014, a report on the highlights of performance of subsidiaries, and their
contribution to the overall performance of the Company in Form AOC-1 is given at Note
No. 50(b) to the Consolidated Financial Statements forming part of the Annual Report.
In accordance with provisions of Section 136 of Companies Act, 2013,
the separate audited financial statements of each subsidiary company is also available on
the website of your Company at https://www.akgroup.co.in/.
4. NOTES ON FINANCIAL STATEMENTS:
Standalone financial statements have been prepared in accordance with
Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013, read with The Companies (Indian Accounting Standards) Rules, 2015 as
amended from time to time.
The financial statements have been prepared in accordance with the Ind
AS under the historical cost convention on the accrual basis except for certain financial
instruments which are measured at fair values and based on the accounting principle of a
going concern in accordance with Generally Accepted Accounting Principles
(GAAP). Accounting policies have been consistently applied except where a
newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use. The
Financial Statements are presented in Lakhs or decimal thereof.
The financial statements have been presented in accordance with
Schedule III-Division III General Instructions for Preparation of financial statements of
a Non-Banking Financial Company (NBFC) that is required to comply with Ind AS.
5. DIVIDEND:
The Board of Directors has declared total Interim Dividend of 240% i.e.
INR 24/- per equity share on each fully paid up 66,00,000 equity shares of INR 10/- each
of the Company amounting to INR 1,584 Lakhs for the Financial Year ending March 31,2025.
The Board has recommended a Final Dividend of 140% i.e. INR 14/- per
equity share of INR 10/- each for Financial Year 2024-25.
The payment of the final dividend is subject to the approval of the
members at the ensuing Annual General Meeting and shall be paid to those members whose
names appear in the Register of Members as on Friday, August 22, 2025. The Register of
Members and Share Transfer Books will remain closed from Saturday, August 23, 2025 to
Saturday, August 30, 2025 (both days inclusive). The amount of final dividend on Equity
Shares thereon aggregates to INR 924 Lakhs.
The total dividend (interim and final) declared/ recommended by the
Board for Financial Year 2024-25, is INR 38/- per equity shares of INR 10/- each fully
paid up.
6. TRANSFER TO GENERAL RESERVES:
During the year under review, the Company has not transferred any
amount to the General Reserves.
7. PUBLIC DEPOSITS:
No disclosure is required in respect of the details relating to the
deposits covered under Chapter V of the Companies Act, 2013, as the Company has not
accepted any deposit during the year under review.
8. PARTICULARS OF INVESTMENTS AND GUARANTEES BY THE
COMPANY:
Particulars of Investments and Guarantees as required under the
provisions of Section 186 of the Companies Act, 2013 are given in Note No. 5 & 44 of
the Notes to the standalone financial statements.
9. SHARE CAPITAL AND ISSUE OF EQUITY SHARES WITH
DIFFERENTIAL VOTING RIGHTS:
During the year under review the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) and 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility Statement, your
Directors confirm that they have:
a) Followed the applicable accounting standards in preparation of the
annual financial statements for the Financial Year 2024-25;
b) Have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,2025 and of the profit of
the Company for the Financial Year 2024-25 ended on that date;
c) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities, 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 that such internal financial controls are adequate and are operating
effectively; and
f) Devised proper systems to ensure compliance with the provisions of
all applicable laws and that the systems are adequate and are operating effectively.
11. INTERNAL FINANCIAL CONTROLS:
Your Company has put in place adequate internal financial controls with
reference to the Financial Statements. Internal Financial Control has been assessed during
the year taking into consideration the essential components of internal controls stated in
the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued
by The Institute of Chartered Accountants of India (ICAI).
M/s. JMR & Associates, Practicing Chartered Accountants Firm have
assessed the Internal Financial controls on the basis of internal processes having an
effect on the financial statements of the Company.
In addition, on assessing the controls of its operating processes, the
Company level controls have also been assessed with respect to the existing policy and
procedures of the Company. Based on the results of such assessments carried out by the
management with the assistance of M/s. JMR & Associates, Practicing Chartered
Accountants Firm, no reportable material weakness or significant deficiency in the design
or operation of internal financial controls was observed.
Also, the statutory auditors of the Company, viz. M/s. PYS & Co.,
LLP, Chartered Accountants have also verified the Internal Financial Controls systems over
financial reporting and have opined that such internal financial controls over financial
reporting were operating effectively as at March 31,2025, based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Control Over Financial Reporting issued by the Institute of Chartered Accountants of
India.
Annexure B to the Independent Auditor's Report provides a report
on the Internal Financial Controls over the financial reporting of A. K. Capital Services
Limited as of March 31,2025.
During the Financial Year under review, no material or serious
observations have been highlighted for inefficiency or inadequacy of such controls.
12. RISK MANAGEMENT:
As a diversified enterprise, your Company continues to focus on a
system-based approach to business risk management. The management of risk is embedded in
the corporate strategies that best match organizational capability with market
opportunities, focusing on building distributed leadership and succession planning
processes, nurturing specialism and enhancing organizational capabilities. Accordingly,
management of risk has always been an integral part of the Company's Strategy.
13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control systems to commensurate with
the nature of business and size of operations for ensuring:
i. orderly and efficient conduct of business, including adherence to
Company's policies and 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
transactions are authorised, recorded and reported correctly as well as provides for
adequate checks and balances.
Adherence to these processes is ensured through frequent internal
audits. The internal control system is supplemented by an extensive program of internal
audit and reviews by the senior management. To ensure independence, the internal audit
function has a reporting line to the Audit Committee of the Board.
The Audit Committee of the Board reviews the performance of the audit
and the adequacy of internal control systems and compliance with regulatory guidelines.
The Audit Committee of Board provides necessary oversight and directions to the internal
audit function and periodically reviews the findings and ensures corrective measures are
taken. This system enables us to achieve efficiency and effectiveness of operations,
reliability and completeness of financial and management information and compliance with
applicable laws and regulations.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:
All contracts/ arrangements/ transactions entered into by the Company
during the Financial Year 2024-25 with related parties were in compliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Company had obtained prior approval of the Audit Committee for all
the related party transactions during the Financial Year 2024-25, as envisaged in
Regulation 23(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Further, the Audit Committee had given prior omnibus approval under
Section 177 of the Companies Act, 2013 read with Rule 6(A) of The Companies (Meetings of
Board and its Powers) Rules, 2014 read with Regulation 23(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for related party transactions
that are foreseen and of repetitive nature during the period under review and the required
disclosures are made to the Audit Committee and Board on quarterly basis.
The Company also secures omnibus approval from the Audit Committee for
transaction up to INR 1 Crore with related party where the need for Related Party
Transaction cannot be foreseen and adequate details are not available.
All related party transactions that were entered during the Financial
Year ended March 31,2025 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.
Further pursuant to Regulation 23(4) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has also obtained the prior
approval of the shareholders for the material related party transactions entered into by
the Company and its subsidiaries on one hand with A. K. Capital Finance Limited and A. K.
Services Private Limited respectively.
The details of material related party transaction entered into by the
Company during the Financial Year 2024-25 are enumerated in Form AOC-2 as annexed
in Annexure - 4 under Section 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 related party for the year, as per Indian Accounting Standard-24 (IND
AS-24), Related Party Disclosures is given in Note No. 31 of the Notes to the
Standalone Financial Statements section of the Annual Report.
The Company has in place, a Board approved Policy on Materiality and
Dealing with Related Party Transactions, which is available on the website of the Company
at:
https://www.akgroup.co.in/docs/Policv%20on%20materialitv%20and%20dealing%20with%20Related%20Partv%20Transactions
AKCSL-08.02.2025%20FINAL.PDF
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
There was no material change and commitment affecting the financial
position of your Company between the end of the Financial Year 2024-25 and the date of
this report, which could have an impact on your Company's operation in the future or
its status as a Going Concern.
16. CREDIT RATING:
Your Company has obtained ratings from CARE Ratings Limited (CARE) for
the Company's Commercial Papers and from Acuite Ratings & Research Limited for
long-term instruments.
Rating Agency |
Rating |
Instruments |
Rating Action |
Date |
| CARE Ratings Limited |
CARE A1 + (A One Plus) |
Commercial Paper |
Reaffirmed |
July 30, 2024 |
| Acuite Ratings & Research Limited |
ACUITE AA- (ACUITE Double A Minus) (Outlook:
Stable) |
Long Term Instruments / Bank Loan |
Assigned/Reaffirmed |
September 25, 2024 |
17. STATUTORY AUDITORS AND SECRETARIAL AUDITORS:
STATUTORY AUDITORS
M/s. PYS & Co. LLP, Chartered Accountants (Firm Registration -
012388S/S200048), were re-appointed in the 29th Annual General Meeting of the Company held
on September 17, 2022 as Statutory Auditors of the Company to hold office for a term of 5
Five years until the conclusion of the 34th Annual General Meeting to be held in 2027.
SECRETARIAL AUDITORS
Further, pursuant to the amended provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204
of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of
Directors of the Company at their respective meetings held on May 23, 2025, have approved
& recommended for approval of Members, appointment of M/s. Ragini Chokshi & Co.,
Practicing Company Secretaries (Firm Registration No. P1988MH090600) as Secretarial
Auditors of the Company for a first term of 5 (Five) consecutive years from the FY 2025-26
till FY 2029-30.
18. AUDITOR'S REPORT:
The Statutory Auditors' Report forms part of the Annual Report.
There were no qualifications, reservations, adverse remarks or disclaimers in the Report
of the Statutory Auditors of the Company.
Further, the Secretarial Auditors' Report also forms part of the
Annual Report. There were no qualifications, reservations, adverse remarks or disclaimers
in the Report of the Secretarial Auditors of the Company.
19. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors of the Company
have not reported any fraud to the Audit Committee or to the Board of Directors under
Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.
20. MAINTENANCE OF COST RECORDS:
The Company is not required to maintain Cost Records as specified by
the Central Government under Section 148(1) of the Companies Act, 2013.
21. SUBSIDIARIES AND MATERIAL SUBSIDIARIES:
A. SUBSIDIARIES
As on March 31,2025, your Company has following subsidiaries:
Sr. No. Name of the subsidiaries
i. A. K. Capital Finance Limited
ii. A. K. Stockmart Private Limited
iii. A. K. Wealth Management Private Limited
iv. A. K. Capital Corporation Private Limited
v. A. K. Capital (Singapore) Pte. Ltd.
vi. Family Home Finance Private Limited (Step-down subsidiary)
vii. A. K. Alternative Asset Managers Private Limited (Step-down
subsidiary)
B. MATERIAL SUBSIDIARIES:
Pursuant to the provisions of Regulation 16(1)(c )of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, including amendments thereto,
the Company has two material subsidiaries namely, A. K. Capital Finance Limited and A. K.
Stockmart Private Limited during the Financial Year 2024-25.
The Policy for determining the material subsidiaries has been
formulated and adopted by the Board. The Policy may be accessed on the website at link:
https://www.akgroup.co.in/docs/Policv%20for%20Determining%20Material%20Subsidiaries%2008.02.2025%20Final.PDF
22. SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARIES:
All the material subsidiaries of the Company had undertaken Secretarial
Audit for Financial Year 2024-25 pursuant to Section 204 of the Act and the said report
forms part of such subsidiaries' respective annual reports. The Secretarial Audit
Report of unlisted Material Subsidiary Company, viz. A. K. Stockmart Private Limited is
attached as Annexure - 3 to this report pursuant to Regulation 24A of the Listing
Regulations.
23. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL OF THE COMPANY:
I. COMPOSITION OF THE BOARD:
As on March 31, 2025, the Board of Directors of your Company comprised
of Seven Directors of which Three are Executive Directors, One Woman Non-Executive
Non-Independent Director and Three are Non-Executive Independent Directors. The Chairman
of the Board is Non-Executive Independent Director.
The composition of the Board is in consonance with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the
applicable provisions of the Companies Act, 2013, as amended from time to time.
The details of the board composition are provided in 'Corporate
Governance Report' forming part of the Annual Report.
II. RETIREMENT BY ROTATION:
In accordance with the Articles of Association of the Company and the
provisions of the Section 152 of the Companies Act, 2013, Mr. Vikas Jain (DIN: 07887754),
will retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
The requisite agenda for re-appointment of Mr. Vikas Jain (DIN:
07887754) is incorporated in the notice of ensuing Annual General Meeting.
III. RE-APPOINTMENT OF INDEPENDENT DIRECTORS:
The Members of the Company at their 31st Annual General Meeting held on
September 21,2024 had appointed Mr. Ashish Vyas (DIN: 10264901) as the Independent
Director of the Company for a period of 3 year commencing from August 5, 2024 to August 4,
2027.
IV. APPOINTMENTS SINCE LAST ANNUAL GENERAL MEETING
Based on recommendation of the Nomination and Remuneration Committee of
the Board and Board of Directors of the Company, the shareholders vide postal ballot
concluded on April 10, 2025, approved the re-appointment of Mr. A. K. Mittal (DIN:
00698377) as the Managing Director of the Company with effect from April 1,2025 for a
further period of 5 years i.e. upto March 31,2030 (both days inclusive), who shall be
liable to retire by rotation.
V. KEY MANAGERIAL PERSONNEL:
The following persons are the Whole-time Key Managerial
Personnel's of the Company as per the provisions of Section 203 of the Companies Act,
2013 as on March 31,2025:
| 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 and Compliance Officer |
* Re-designated as Non-Executive Director w.e.f. May23,2025.
Changes in Whole-time Key Managerial
Personnel's:
Mr. Tejas Dawda tendered his resignation as Company Secretary and
Compliance Officer of the Company w.e.f. July 12, 2025 and subsequently, Mr. Subodh More
has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. July
12, 2025.
24. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they fulfill the criteria of
Independence prescribed both under Section 149(6) of the Companies Act, 2013 and
Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and that they have complied with the Code of Conduct for Independent Directors as
specified in Schedule IV to the Act.
Further, the Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs (IICA) for recording their names
and other requisite details in the Databank of Independent Directors maintained with IICA.
In terms of Section 150 of the Act read with Rule 6(4) of the Companies
(Appointment & Qualification of Directors) Rules, 2014, Mr. Rajiv Bakshi (DIN:
00264007), Independent Director on the Board of the Company is exempted from appearing in
the online proficiency self-assessment test conducted by the IICA.
Further, Mr. Vinod Kumar Kathuria (DIN: 06662559) and Mr. Ashish Vyas
(DIN: 10264901) have duly cleared the online proficiency self-assessment test conducted by
the IICA. The Board is of the opinion that Independent Directors of the Company hold
highest standards of integrity and possess requisite qualifications, expertise &
experience.
25. DECLARATION FROM DIRECTORS AND PRACTISING
PROFESSIONAL:
Based on the written representations as received from the Directors of
the Company, none of the Directors of the Company is disqualified to act as a director as
on March 31,2025.
M/s. Ragini Chokshi & Co, Practicing Company Secretaries and
Secretarial Auditor of the Company, have also certified that none of the Directors of the
Company have been debarred or disqualified from being appointed or continuing as director
of the Company by SEBI or Ministry of Corporate Affairs or any such other statutory
authority. The certificate received from Secretarial Auditor to this effect forms Annexure
- 6 to this Board's Report.
26. PERFORMANCE EVALUATION AND MEETING OF
INDEPENDENT DIRECTORS:
With the objective of enhancing the effectiveness of the Board, the
Nomination and Remuneration Committee formulated the methodology and criteria to evaluate
the performance of the Board, its Committee, and each Director.
The evaluation of the performance of the Board, Committees and each
Director is based on the approved criteria laid down in the Nomination and Remuneration
Policy of the Company.
The Independent Directors also held a separate meeting to review the
performance of the non-independent Directors, the Chairman of the Company, the overall
performance of the Board along with its Committees.
The details of performance evaluation conducted during the Financial
Year 2024-25 is provided in Corporate Governance Report' forming part of the
Annual Report.
27. MEETINGS OF THE BOARD:
Regular meetings of the Board are held to discuss and decide on various
business policies, strategies, financial matters and other businesses. During the year
under review, the Board met Four times. The details of the Board Meetings and the
attendance of the Directors at the meetings are provided in the Corporate Governance
Report, which forms part of this Annual Report. The maximum interval between any two
meetings did not exceed 120 days.
28. BOARD COMMITTEES:
I. 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 of Reference and Meetings held during the year are provided in
Corporate Governance Report' forming part of the Annual Report.
II. NON-MANDATORY COMMITTEES
In addition to the above referred Mandatory Committees, the Board has
also formed the following Committees of the Board and delegated powers and
responsibilities with respect to specific purposes:
i. Banking and Investment Committee
ii. Management Committee
Details of Non-Mandatory Committees as mentioned above along with their
Composition and Terms of Reference are provided in Corporate Governance Report'
forming part of the Annual Report.
29. NOMINATION AND REMUNERATION POLICY:
The Company's policy on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under Section 178(3) of the Act is
mentioned and elaborated in the Nomination and Remuneration Policy.
The Nomination and Remuneration Policy is attached as Annexure - 1 to
this Report.
30. CORPORATE SOCIAL RESPONSIBILITY:
In accordance with the requirements of the provisions of Section 135 of
the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Company has constituted a Corporate Social Responsibility (CSR) Committee. The
Composition and Terms of Reference of the CSR Committee is provided in the Corporate
Governance Report forming part of this Annual Report.
The Company has also formulated a CSR Policy which is available on the
website of the Company at
https://www.akgroup.co.in/docs/C0RP0RATE%20S0CIAL%20RESP0NSIBILITY%20P0LICY-2025.pdf
The details of CSR activities undertaken during the Financial Year
2024-25 by the Company is attached as Annexure - 2 and forms an integral part of
this Report.
31. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013 and the rules
made thereunder and as per Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has in place a Whistle Blower Policy ('Vigil
Mechanism') for reporting genuine concerns over happening of instances of any
irregularity, unethical practice and/or misconduct involving the directors and employees.
The Policy may be accessed on the Company's website at the link:
https://www.akgroup.co.in/docs/Vigil%20mechanism%20WhistleBlower%20policv.pdf There was no
instance of any such reporting received during the year under review.
32. POLICY FOR PREVENTION, PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace at group level and has duly
constituted an Internal Complaints Committee (ICC) in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules made thereunder. The Policy has been widely communicated internally and is
placed on the Company's website.
Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment.
The details of Complaints under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, are as below:
Sr. No. |
Particulars |
Details |
| 1 |
Sexual Harassment Complaints received |
NIL |
| 2 |
Sexual Harassment Complaints disposed off |
NIL |
| 3 |
Number of Sexual Harassment Complaints
pending beyond 90 days |
NIL |
The Annual Report for the calendar year 2024 prepared by the Internal
Complaints Committee of the Company as per the provisions of Section 21 of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read
with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Rules, 2013 was duly submitted to The District Officer-Women and Child
Development located at Chembur.
33. COMPLIANCE WITH MATERNITY BENEFIT ACT:
The Company complies with respect to the provisions of Maternity
Benefit Act, 1961. Also, the company remains committed to supporting the rights and
welfare of women employees in accordance with applicable labour laws.
34. MANAGEMENT DISCUSSION & ANALYSIS REPORT
AND CORPORATE GOVERNANCE REPORT:
The Report on Management Discussion and Analysis for the year under
review as required under Regulation 34(2) of the Listing Regulations is set out separately
and forms part of this Annual Report.
A Report on Corporate Governance as stipulated under Regulations 17 to
27 and Para C, D, and E of Schedule V of the Listing Regulations, as amended from time to
time, is set out separately and forms part of this Report. The Company has been in
compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to
27 and Clauses (b) to (i) of Regulation 46(2) and Para C, D, and E of Schedule V of the
Listing Regulations, as amended from time to time.
35. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company has appointed M/s. Ragini Chokshi & Co,
Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of the Company
for Financial Year ended March 31,2025. The Company provided all the reasonable assistance
and essential facilities to the Secretarial Auditors for conducting their audit.
The Secretarial Audit Report is appended as Annexure - 3 to this
Report.
There is no qualification, reservation, adverse remark or disclaimer
made by the Auditor in their Report.
In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, the Company has obtained, from the Secretarial Auditors of the Company
an Annual Secretarial Compliance Report. The copy of Secretarial Compliance Certificate
for the financial year ended March 31,2025 is available on the Website of the Company at
the below link:
https://www.akgroup.co.in/docs/Annual%20Secretarial%20Compliance%20Report
signed.pdf
There is no qualification, reservation, adverse remark or disclaimer
made by the Auditor in the Secretarial Compliance Certificate.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS AND COURTS:
There is no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operation in
future during the Financial Year 2024-25.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The operations of the Company are not energy intensive. However,
adequate measures for conservation of energy, usage of alternate sources of energy and
investments for energy conservation, wherever required have been taken. The Company makes
all efforts towards conservation of energy, protection of environment and ensuring safety.
The Company recognizes the significance of robust IT infrastructure in
the current era, where it is crucial to offer clients faster and more efficient services.
Towards this end, the Company makes a sizeable investment each year to ensure adoption of
best technologies that can streamline operations, brings in efficiency and enable to
provide better customer service to make the Company more competitive in the market.
Your Company has no foreign exchange earnings and outgo during the
Financial Year 2024-25.
38. ACHIEVEMENTS & AWARDS:
The brief details of recognition, awards and accolades are provided in
the Management Discussion and Analysis Report, which forms part of this Annual Report.
39. DEPOSITORY SYSTEM:
The Equity Shares of the Company are compulsorily traded in electronic
form. As on March 31,2025, out of the Company's total paid- up Equity Share Capital
comprising of 66,00,000 Equity Shares, 65,86,887 Equity Shares (constituting 99.80% of the
paid-up share capital) have been dematerialized.
As per SEBI notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018
and further amendment vide notification No. SEBI/LAD- NRO/GN/2018/49 dated November 30,
2018, requests for effecting transfer of securities is not processed from April 1,2019
unless the securities are held in the dematerialised form with the depositories.
Further, with effect from January 24, 2022, transmission or
transposition of securities held in physical or dematerialised form is also effected only
in dematerialised form.
Therefore, Members holding securities in physical form are requested to
take necessary action to dematerialize their holdings.
40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the applicable provisions of Companies Act, 2013
read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 (IEPF Rules), all unclaimed dividends are required to be
transferred by the Company to the IEPF, after completion of seven (7) years. Further,
according to IEPF Rules, 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 IEPF Authority.
The information pertaining to unclaimed and un-encashed dividends for
last seven years and the details of such members whose unclaimed dividend / shares have
been transferred to IEPF Authority is also available on the Company's website
www.akgroup.co.in
During the year, the Company has transferred the unclaimed and
un-encashed dividends for the financial year 2016-17 of INR 2,62,266/- (Indian Rupees Two
Lakhs Sixty Two Thousand Two Hundred and Sixty Six only) to IEPF Authority. Further, the
unclaimed and un-encashed dividends for the financial year 2017-18 of INR 2,45,076/-
(Indian Rupees Two Lakhs Forty Five Thousand and Seventy Six Only) is due for transfer to
IEPF Authority in October 2025.
41. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has complied with Secretarial Standards issued by Institute
of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and
General Meeting (SS-2) including relaxation provided therein.
42. WEBLINK OF ANNUAL RETURN:
A weblink of Annual Return for the Financial Year ended March 31,2025,
in Form MGT - 7 as required under Section 92 (3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at the link: https://www.akgroup.co.in/docs/FORM%20MGT-7 FY%202024-25.pdf
43. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto,
are provided in the Annual Report and is attached as Annexure - 5 and forms an
integral part of this Report.
Information as required in terms of the provisions of Section 197(12)
of the Companies Act, 2013, read with Rules 5(2) and 5(3) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by the
Members at the Registered Office of the Company between 2 p.m. to 4 p.m. on any working
day (Monday to Friday) up to the date of 32nd Annual General Meeting of the Company. Any
member who is interested in obtaining such information may write to the Company Secretary
and the same will be furnished on such request.
Further, the following are the number of employees as on the closure of
Financial Year:
| Female |
17 |
| Male |
71 |
| Transgender |
0 |
Total |
88 |
44. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
As on March 31,2025, there is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.
45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There is no one-time settlement done with bank or any financial
institution.
46. CAUTIONARY STATEMENT:
The statement in the Directors' Report and the Management
Discussion and Analysis Report describing the Company's objectives, expectations or
predictions, may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.
These risks and uncertainties include the effect of economic and political conditions in
India, volatility in interest rates, new regulations and Government policies that may
impact the Company's business as well as its ability to implement the strategy. The
Company does not undertake to update these statements.
47. ACKNOWLEDGEMENT:
Your Directors wish to place on record their deep and sincere gratitude
for the valuable guidance and support received from the Depository Participants,
Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Auditors of
the Company, Other Statutory Bodies, Clients, Consultants, Advisors, Registrar & Share
Transfer Agent, Financial Institutions and Business Partners. Your Directors would also
like to take this opportunity to express their gratitude to the Members of the Company for
their trust and support. The Board also wishes to thank the employees of the Company and
its subsidiaries at all levels for the dedicated services rendered by them. Your Directors
look forward to your continuing support.
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 7, 2025 |
|
|