To,
The Members of A. K. Capital Services Limited (the Company)
The Directors of your Company are pleased to present the 30th Annual Report of the Company, together with the Annual Audited Standalone and Consolidated financial statements for the Financial Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company, both on Standalone and Consolidated basis, for the Financial Year 2022-23 as compared to the previous Financial Year is given below:
Standalone Financial Statements:
Consolidated Financial Statements:
Note: Previous periods gures have been regrouped / rearranged wherever necessary.
**During the Financial Year 2022-23, the Board of Directors of the Company had paid a nal dividend of INR 3/- per equity share (pertaining to Financial Year ended March 31, 2022) having face value of INR 10/- each. The same is approved by the shareholders of the Company in the Annual General Meeting held on September 17, 2022. The total cash outo w of INR 198.00 Lakhs.
During the Financial Year 2022-23, the Board of Directors of the Company had paid interim dividend of INR 6/- per equity share having face value of INR 10/- each for the year ended March 31, 2023, at its board meeting held on February 8, 2023. The total cash outo w of INR 396.00 Lakhs.
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 and Investment Advisor.
On a standalone basis, your Company earned total revenue of INR 11,534.52 Lakhs during the Financial Year under review as against INR 8,689.01 Lakhs reported in the previous Financial Year. The profit before tax is INR 3,906.26 Lakhs for the current Financial Year as against INR 3,278.93 Lakhs during the previous Financial Year. After making provision for tax, the net profit of your Company is INR 3,071.41 Lakhs for the current FinancialYear as against the net profit of INR 2,632.15 Lakhs in the previous FinancialYear.
The consolidated total revenue of your Company stood at INR 40,680.68 Lakhs for the Financial Year ended March 31, 2023, as against INR 32,289.11 Lakhs for the previous Financial Year. The consolidated profit before tax is INR 11,793.98 Lakhs for the current Financial Year as against INR 10,864.36 Lakhs in the previous Financial Year. After making provision for tax, the consolidated net profit of your Company is INR 8,841.58 Lakhs for the current FinancialYear as against INR 8,300.56 Lakhs in the previous FinancialYear.
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. 46(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 subsidiar y 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) notied 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 had declared an Interim Dividend of INR 6/- per equity share on each fully paid up 66,00,000 equity shares of INR 10/- each of the Company amounting to INR 396 Lakhs for the Financial Year ending March 31, 2023. The dividend was paid to those members of the Company whose names appeared on the Register of Members of the Company as on February 20, 2023.
The Board has recommended a Final Dividend of INR 6/- per equity share of INR 10/- each for Financial Year 2022-23.
The payment of the nal 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 18, 2023. The Register of Members and Share Transfer Books will remain closed from Saturday, August 19, 2023 to Saturday, August 26, 2023 (both days inclusive). The amount of nal dividend on Equity Shares thereon aggregates to INR 396 Lakhs.
The total dividend (interim and nal) declared/ recommended by the Board for Financial Year 2022-23, is INR 12/- per equity shares of INR 10/- each fully paid up.
6. TRANSFERTO 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 LOANS, GUARANTEES AND INVESTMENTS BYTHE COMPANY
Particulars of Loans, Investments and Guarantees as required under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 5, 6 & 34 of the Notes to the standalone financial statements.
9. 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 conr m that they have:
a) Followed the applicable accounting standards in preparation of the annual financial statements for the FinancialYear 2022-23;
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, 2023 and of the profit of the Company for the FinancialYear 2022-23 ended on that date;
c) Taken proper and sufcient 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.
10. 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.
ln 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 signicant deciency 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 veried 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, 2023, 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 Auditors Report provides a report on the Internal Financial Controls over the financial reporting of A. K. Capital Services Limited as of March 31, 2023.
During the FinancialYear under review, no material or serious observations have been highlighted for inefciency or inadequacy of such controls.
11. RISK MANAGEMENT
As a diversied 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 Companys Strategy.
12. INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY
The Company has adequate internal control systems to commensurate with the nature of business and size of operations for ensuring:
i. orderly and efcient conduct of business, including adherence to Companys 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 efciency and effectiveness of operations, reliability and completeness of financial and management information and compliance with applicable laws and regulations.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into by the Company during the Financial Year 2022-23 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 2022-23, 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 FinancialYear ended March 31, 2023 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.
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 FinancialYear 2022-23 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. 32 of the Notes to the 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/Policy%20on%20materiality%20&dealing%20with%20Related%20Party%20Transactions.pdf
14. MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY
There was no material change and commitment affecting the financial position of your Company between the end of the Financial Year 2022-23 and the date of this report, which could have an impact on your Companys operation in the future or its status as a Going Concern.
15. CREDIT RATING
The details regarding Credit Rating assigned, reafr med, reviewed etc. with respect to the various facilities availed by the Company during the FinancialYear are given in the Repor t on Corporate Governance which is as follows:
16. STATUTORY AUDITORS
M/s. PYS & Co. LLP, Chartered Accountants (Firm Registration Number - 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 Five years until the conclusion of the 34th Annual General Meeting to be held in 2027.
However, Ministry of Corporate Affairs, vide its Notification dated 7th May, 2018 amended provisions of Section 139(1) of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 and accordingly, provision pertaining to requirement of ratication of appointment of auditor at every subsequent Annual General Meeting is dispensed with.
Therefore, at the ensuing Annual General Meeting members are not required to ratify Auditors Appointment and M/s. PYS & Co. LLP, Chartered Accountants (Firm Registration Number - 012388S/S200048), will continue to act as Statutory Auditors of the Company till the conclusion of the 34th Annual General Meeting.
Further the Board of Directors at their Meeting held on May 27, 2023, has appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries, as Secretarial Auditor, to conduct the Secretarial Audit of the Company for Financial Year ended March 31, 2024.
17.AUDITORS REPORT
The Statutory Auditors Report forms part of the Annual Report. There were no qualications , reservations, adverse remarks or disclaimers in the Report of the Statutory Auditors of the Company.
18. 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.
19.MAINTENANCE OF COST RECORDS
The Company is not required to maintain Cost Records as specied by the Central Government under Section 148(1) of the Companies Act, 2013.
20. SUBSIDIARIES AND MATERIAL SUBSIDIARIES
A. SUBSIDIARIES
As on March 31, 2023, your Company has following subsidiaries:
During the Financial Year a new company by the name of A. K. Alternative Asset Managers Private Limited was incorporated on December 20, 2022 as a wholly owned subsidiary of A. K. Wealth Management Private Limited and Step-down subsidiary of the Company. The new entity was incorporated to act as an Investment Manager to the proposed Alternative Investment Fund (AIF) to be established at the group level.
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 one material subsidiary namely, A. K. Capital Finance Limited during the Financial Year 2022-23.
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/Policy%20for%20Determining%20Material%20Subsidiary.pdf
21. SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARIES
The Material Subsidiary of the Company viz. A. K. Capital Finance Limited has listed its Non-Convertible Debentures (NCDs) on the BSE stock exchange. As a result the said Subsidiary falls within the denition of Listed entity as per Regulation 16(p) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
Since the Company does not have any Material Unlisted Subsidiary, the provisions of Regulation 24A pertaining to Secretarial Audit of Material Unlisted Subsidiary are not applicable during the period under review.
22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OFTHE COMPANY:
I. APPOINTMENTS DURING SINCE LAST ANNUAL GENERAL MEETING
Based on recommendation of Nomination and Remuneration Committee of the Company, the Board had appointed:
i. Mr. Rajiv Bakshi (DIN: 00264007) as Non-Executive Independent Director (Additional) of the Company with effect from August 5, 2023 for a period of 3 years.
ii. Mr. Ashish Vyas (DIN: 10264901) as Non-Executive Independent Director (Additional) of the Company with effect from August 5, 2023 for a period of 1 year.
Their appointments are subject to approval of the Members at the ensuing AGM of the Company. The draft resolutions for the appointment of the Directors and their detailed proles have been included in the notice convening the ensuing AGM and details of the proposal for appointment are mentioned in the explanatory statement of the notice of AGM.
II. COMPOSITION OFTHE BOARD
As on March 31, 2023, the Board of Directors of your Company comprised of Six Directors of which Three are Executive Directors, One Woman Non-Executive Non-Independent Director and Two 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.
During the FinancialYear under review, there was no change in the composition of the Board of Directors of the Company.
The details of the board composition are provided in Repor t on Corporate Governance forming part of the Annual Report.
III. 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, Ms. Aditi Mittal (DIN: 00698397), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
The requisite agenda for re-appointment of Ms. Aditi Mittal (DIN: 00698397) is incorporated in the notice of Annual General Meeting.
IV. KEY MANAGERIAL PERSONNEL
The following persons are the Key Managerial Personnels (KMPs) of the Company as per the provisions of Section 203 of the Companies Act, 2013 as on March 31, 2023:-
Mr. A. K. Mittal - Managing Director Mr. Ashish Agarwal - Whole-time Director Mr. Vikas Jain - Whole-time Director Mr. Mahesh Bhootra - Chief Financial Offic er Mr. Tejas Dawda - Company Secretary
23. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors of the Company conr ming that they fulll 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 specied 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 & Qualication of Directors) Rules, 2014, Mr. Subhash Chandra Bhargava (DIN: 00020021), Mr. Khimji Shamji Pandav (DIN: 00020021) and Mr. Rajiv Bakshi (DIN: 00264007), Non-Executive Independent Directors on the Board of the Company are exempted from appearing in the online prociency self-assessment test conducted by the IICA.
Further, Mr. Ashish Vyas (DIN: 10264901) has duly cleared the online prociency self-assessment test conducted by the IICA.
24. 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 disqualied to act as a director as on March 31, 2023.
M/s. Ragini Chokshi & Co, Practicing Company Secretaries and Secretarial Auditor of the Company, have also certied that none of the Directors of the Company have been debarred or disqualied from being appointed or continuing as director of the Company by SEBI or Ministry of Corporate Affairs or any such other statutory authority. The certicate received from Secretarial Auditor to this effect forms Annexure - 6 to this Boards Report.
25. 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 2022-23 is provided in Repor t on Corporate Governance forming part of the Annual Report.
26. MEETINGS OFTHE 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.
27. BOARD COMMITTEES:
MANDATORY COMMITTEES
The Board of Directors has four Mandatory Committees, viz. i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee
The details of all the Mandatory Committees along with their Composition, Terms of Reference and Meetings held during the year are provided in Repor t on Corporate Governance forming part of the Annual Report.
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 specic purposes:
i. Banking and Investment Committee
ii. Management Committee
The Board at its meeting held on February 8, 2023 had approved the realignment of Management and Infrastructure Committee of the Board and merged both the Committees; the Committee was named as Management Committee.
Details of Non-Mandatory Committees as mentioned above along with their Composition and Terms of Reference are provided in Repor t on Corporate Governance forming part of the Annual Report.
28. NOMINATION AND REMUNERATION POLICY
The Companys policy on directors appointment and remuneration including criteria for determining qualications , 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.
29. 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/CORPORATE%20SOCIAL%20RESPONSIBILITY%20POLICY-akcsl.pdf
The details of CSR activities undertaken during the Financial Year 2022-23 by the Company is attached as Annexure - 2 and forms an integral part of this Report.
30.WHISTLEBLOWER POLICY ANDVIGIL 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 Companys website at the link:
https://www.akgroup.co.in/docs/Whistle%20Blower%20Policy%20and%20Establishment%20of%20Vigil%20Mechanism.pdf
There was no instance of any such reporting received during the year under review.
31. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OFWOMEN ATWORKPLACE
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 Companys website.
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
During the FinancialYear 2022-23, no case in the nature of sexual harassment was reported at any workplace of the Company.
The Annual Report for the calendar year 2022 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 Offic er-W omen and Child Development located at Chembur.
32. 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.
33. 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 FinancialYear ended March 31, 2023. 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 qualication, reservation, adverse remark or disclaimer made by the Auditor in the 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 Certicate for the financial year ended March 31, 2023 is available on the Website of the Company at the below link,
https://www.akgroup.co.in/docs/ANNUAL%20SECRETARIAL%20COMPLIANCE%20REPORT-%20MARCH%2031,%202023.pdf
There is no qualication, reservation, adverse remark or disclaimer made by the Auditor in the Secretarial Compliance Certicate .
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS
There is no signicant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operation in future during the FinancialYear 2022-23.
35. 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, profit ection of environment and ensuring safety.
The Company recognizes the signicance of robust IT infrastructure in the current era, where it is crucial to offer clients faster and more efcient services. Towards this end, the Company makes a sizeable investment each year to ensure adoption of best technologies that can streamline operations, brings in efciency 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 FinancialYear 2022-23.
36. ACHIEVEMENTS & AWARDS
a) The Company has been awarded In vestment Banker / Merchant Banker of the year by Associated Chambers of Commerce and Industry of India (ASSOCHAM) at the 5th National Summit & Awards Corporate Bond Market 2022 organized on May 12, 2022 at Mumbai
b) The Company has been awarded the prestigious international title of India Bond House of the Year 2018 by IFR Asia. With this achievement, AK Capital has marked its presence along with other Asian countries bond houses like HSBC, Credit Suisse, CIMB, ANZ & Bank of China.
c) The Company acted as Sole Lead Manager and was instrumental in successfully closing the Maiden Public issue of NCDs by Credit Access Grameen Limited which is one of Indias Largest NBFC Micronance Institution. The NCD issue got listed on November 25, 2022 at National Stock Exchange. The NCD Issue aggregating to INR 500 Crores saw oversubscription on the first day of the Issue opening, getting oversubscribed by 3 times over the base issue size.
d) Ms. Aditi Mittal Non-executive Woman Director of the Company was invited as an esteemed panelist for a panel discussion on the theme Inno vative Solutions for Financing Infrastructure organized by IIFCL a Government of India undertaking under Ministry of Finance on January 6, 2023.
e) The Company has been awarded Issuer Investment Banker / Merchant Banker of the year - Runner Up by Associated Chambers of Commerce and Industry of India (ASSOCHAM) at the 6th National Summit & A wards Corporate Bond Market 2023 organized on August 3, 2023 at Mumbai.
f) The Company acted as a Lead Manager to Green Bonds Issue of INR 244 Corers by Indore Municipal Corporation (IMC). The Issue received bumper response from investors with total bids received worth INR 720 Corers viz. 5.9 times against the basic issue size of INR 122 Corers.
37. DEPOSITORY SYSTEM
The Equity Shares of the Company are compulsorily traded in electronic form. As on March 31, 2023, out of the Companys total paid-up Equity Share Capital comprising of 66,00,000 Equity Shares, 65,83,281 Equity Shares (constituting 99.75% of the paid-up share capital) have been dematerialized.
As per SEBI notication No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide notication 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.
38. INVESTOR EDUCATION AND PROFIT ECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Profit ection 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 Companys website www.akgroup.co.in
During the year, the Company has transferred the unclaimed and un-encashed dividends for the Financial Year 2014-2015 of INR 1,77,822/- (Indian Rupees One Lakh Seventy-Seven Thousand Eight Hundred and Twenty-Two Only). Further, the unclaimed and un-encashed dividends for the FinancialYear 2015-2016 of INR 1,08,288/- (Indian Rupees One Lakh Eight Thousand Two Hundred and Eighty Eight Only) is due for transfer to IEPF Authority in October 2023.
Further, 2,300 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are also available on our website, at www.akgroup.co.in.
39. COMPLIANCEWITH 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.
40.WEBLINK OF ANNUAL RETURN
A weblink of Annual Return for the Financial Year ended March 31, 2023, 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%202022-23.pdf
41. 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 Offic e of the Company between 2 p.m. to 4 p.m. on any working day (Monday to Friday) upto the date of 30th 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.
42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURINGTHEYEAR ALONGWITHTHEIR STATUS AS ATTHE END OFTHE FINANCIALYEAR
As on March 31, 2023 there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
43.THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OFTHEVALUATION DONE ATTHETIME OF ONETIME SETTLEMENT AND
THE VALUATION DONE WHILETAKING LOAN FROMTHE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF:
There is no one time settlement done with bank or any financial institution.
44. CAUTIONARY STATEMENT
The statement in the Directors Report and the Management Discussion and Analysis Report describing the Companys 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 Companys business as well as its ability to implement the strategy. The Company does not undertake to update these statements.
45. 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.