Your Directors are pleased to present the 19th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31 st March, 2024.
FINANCIAL HIGHLIGHTS:
The Financial highlights for the year under review are given below: -
Consolidated (Rs. in Lakhs)
Standalone (Rs. In Lakhs)
Particulars
Total Income
Total Expenses
Profit before Exceptional and Extraordinary Item
Prior Period Items
Profit Before Tax
Tax Expense:
Current Tax
Deferred Tax
Taxes of Earlier Years
Profit After tax
YEAR UNDER REVIEW:
On Standalone basis for the year 2023-24, your Company has achieved a Net Profit after tax of Rs.107.88 Lacs as against Rs. 127.95 Lacs in the year 2022-23. The total turnover including other income for the year 2023-24 stood at Rs. 10430.75 Lacs as compared to Rs. 8633.49 Lacs for the year 2022-23.
Your Company has achieved a consolidated turnover of Rs. 18,440.76 lacs during the year under review as against the consolidated turnover of Rs. 22,225.1 1 Lacs in the last year 2022-23.
DIVIDEND:
The Board of Directors has not recommended any Dividend on paid up share capital during the year ended 31 st March, 2024.
CHANGE OF REGISTERED OFFICE:
During the financial year 2023-24, there has been change of registered office from H.B. Twin Tower, 07 Floor, Max Hospital Building, Netaji Subhash Place, Pitampura, Delhi 1 10034 to Unit No. 237, 02nd Floor, Tower-B, Spazedge, Sector-47, Sohna Road, Gurugram-122018, Haryana.
In this regard, Regional Director had issued an order dated 23rd January, 2024 and ROC has issued its fresh certificate of Incorporate dated 4th March, 2024.
CHANGE IN CAPITAL STRUCTURE:
The Authorized Share Capital of your Company as on 31 st March, 2024 stood at Rs. 32,50,00,000/- divided into 3,25,00,000 equity shares of Rs.10/- each.
The Issued & Subscribed Paid-Up Share capital of the Company as on 31st March, 2024 stood at to Rs.31,77,65,760/- divided into 3,17,76,576 equity Shares of Rs. 10/- each.
TRANSFER TO GENERAL RESERVE:
During the year under review, your directors have not transferred any amount to general reserves.
TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND:
As per the provisions of Section 125 of the Companies Act, 201 3, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.
During the year under review, there has been no any unclaimed deposit/dividend remaining to transfer.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant and material orders have been passed by the regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.
DETAILS OF SUBSIDIARY COMPANIES:
During the Financial Year 2023-24, your Company had below mentioned Subsidiary Companies.:
1. M/s. BKS Metalics Pvt. Ltd.
2. M/s. ASRI Trade Pte. Ltd.
A separate statement containing the salient features of Financial Statements of subsidiaries of your Company prescribed in Form AOC-1 forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended) is set out as “Annexure I” to this Report,
In accordance with Section 1 36 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and the financial statements of each of the subsidiary companies, are available on our website at www.akg-global.com. The Company's Policy for determining material subsidiaries may be accessed on the website of the Company at www.akg-global.com.
The Company does have only one material subsidiary which is M/s. ASRI Trade Pte. Ltd. as per aforesaid policy.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal Financial Control (“IFC”) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
During the Year under review, the system and controls of your Company are audited by the Internal Auditor and their findings and recommendations are reviewed by the Audit Committee which ensures timely implementation.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 201 3 and the Rules framed thereunder either to the Company or to the Central Government.
SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
PUBLIC DEPOSITS:
During the Financial Year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 201 3 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended upto date.
STATUTORY AUDITORS:
M/s Dharam Taneja Associates, Chartered Accountants, (FRN-003563N) Statutory Auditors of the Company were appointed as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years till the conclusion of the 22nd AGM.
STATUTORY AUDITORS' REPORT:
The Auditors have issued an unmodified opinion on the Financial Statements (Standalone & Consolidated) for the financial year ended 31 March 2024. The Auditors' Report (Standalone & Consolidated given by the Auditor for the financial year ended 31 March 2024 on the financial statements of the Company forms part of this Annual Report.
There being no reservation, qualification, adverse remarks in the Auditors' Report, no further explanations are required.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 201 3 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), your Board at its Meeting held on 27th May, 2023 appointed Mr. Gagan Goel, (ICSI Membership No. FCS 30824 and C. P. No. 21945), Proprietor of M/s. Gagan Goel & Co., Practicing Company Secretaries, New Delhi as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31,2024 and to submit Secretarial Audit Report.
The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as “Annexure II.” The Board of Directors in its meeting held on 22nd August, 2024 considered the same and ensured that the compliance shall be done in line with applicable regulations and effective steps shall be taken for the compliances for the Company and its subsidiary Company.
INTERNAL AUDITOR AND INTERNAL AUDIT REPORT:
M/s. Sharma Sharma & Co., Chartered Accountants were appointed as an Internal Auditors of the Company for the Financial Year 2023-24 and our Company take their suggestions and recommendations to improve and strengthen the Internal Control Systems.
The Internal Audit Report for the financial year 2023-24 has been discussed in the Board Meeting of the Company, which did not contain any qualification, reservation or adverse remark.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
EXTRACT OF THE ANNUAL RETURN:
The Annual Return of the Company as on 31 March 2024 in Form MGT - 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.akg-global.com.
DIRECTORS:
During the year under review, there was change in the composition of the Board of Directors of your Company as given below:
(A) RESIGNATION:
During the year under review, there was no change in the composition of the Board of Directors of your company.
(B) RETIRE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 201 3 and the Articles of Association of the Company, Mr. Rahul Bajaj, (DIN: 03408766), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offered himself for re-appointment.
A brief profile of the above-named Director seeking appointment at the ensuing Annual General Meeting of the Company has been provided in the Notice of the 19th Annual General Meeting.
(C) INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of the section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR.
The Board of Directors has considered the integrity, expertise and experience (including the proficiency) of Mr. Rakesh Mohan, Mr. Rao Laxman Singh and Ms. Chetna who were appointed as an Independent Directors on the recommendation of Nomination and Remuneration Committee.
KEY MANAGERIAL PERSONNEL(S) (KMP):
Pursuant to Section 203 of the Companies Act, 201 3 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, In addition to Managing Director, the Company has employed the Company Secretary and Chief Financial Officer of the Company as Key Managerial Personnel.
Following were the KMP during the Financial Year ended 31st March, 2024
Name and Designation
Date of change
COMMITTEES OF THE BOARD
Following is the Committees of the Board of Director during the year ended 31st March, 2024:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholder Relationship Committee
• Sub-Committee
Details of all the above Committees of the Board are as follows;-
AUDIT COMMITTEE:
The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations.
The Audit Committee of your Company comprises of the following members:-
Apart from Mrs. Mahima Goel, all other Committee members are Independent Directors. Members of the Audit Committee possess financial/accounting expertise/ exposure.
During the year under review, there was no such recommendation of the Audit Committee which was not accepted by the Board.
Number of meetings held during the year under review, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of your Company has duly constituted a Nomination & Remuneration Committee in compliance with the provisions of Section 178 of the Act, the Rules framed thereunder read with Regulation 19 of the Listing Regulations which amongst others is responsible for identifying and recommending persons who are qualified to become directors or appointed as part of senior management of the Company and laying down remuneration policy.
The Nomination and Remuneration Committee of your Company comprises of the following Directors as members:-
During the year under review, there was no such recommendation of the Nomination & Remuneration Committee which was not accepted by the Board.
STAKEHOLDER RELATIONSHIP COMMITTEE:
Our Company has constituted a Stakeholder's Relationship Committee to redress the complaints of the shareholders pursuant to Regulation 20 of the Listing Regulations.
The Stakeholder Relationship Committee of your Company comprises of the following Directors as members:
SUB COMMITTEE:
The Board had constituted the Sub Committee for dealing with the day-to-day matters of the Company. The Committee of your Company comprises of the following members: -
INDEPENDENT DIRECTORS MEETING:
A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 201 3 and Regulation 25 was held on 10th February 2024.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In Compliance with Regulation 25(7) of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the company has put in place the familiarization program for the Independent directors to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, roles rights and their responsibilities and any other relevant matters if any through various programs. The Policy on Familiarization programs for independent directors adopted by the Board is also available on the company's website at www.akg-global.com.
CORPOARTE SOCIAL RESPONSIBILITY:
During the year under review, the provisions of the Section 1 35 of the Companies Act, 201 3 are not applicable on the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Pursuant to Section 1 34(3)(b), details of Board Meetings held during the year are given in the report on Corporate Governance which forms part of this Annual Report.
During the year ended 31st March, 2024, the Board of Directors of your Company met Five (05) times details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 201 3.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
As a part of its philosophy of adhering to the highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transaction in ordinary course of business and on arm's length basis. In line with the Companies Act, 201 3 and Listing Regulations, the Board has approved the policy on related party transaction and the same is placed on the website of the Company.
During the year under review, your Company has entered into any contract or arrangements or transactions with related parties.
During the financial year 2023-24, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered were on an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results - Not Applicable.
Form AOC-2 pursuant to Section 1 34(3)(h) of the Companies Act, 201 3 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure III” to this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS DETAILS OF LOANS:
During the year under review, No Loans provided by your Company, under Section 186 of the Companies Act, 201 3 read with The Companies (Meeting of Board and its Powers) Rules, 2014.
DETAILS OF INVESTMENTS:
During the year under review, your Company has not made the investment under Section 186 of the Companies Act, 201 3 read with The Companies (Meeting of Board and its Powers) Rules, 2014.
DETAILS OF GUARANTEES & SECURITIES:
During the year under review, your Company has not given any guarantee or provided any security to any person or Body Corporate in accordance with Section 186 of the Companies Act, 2013 read with the rules issued thereunder.
RISK MANAGEMENT:
Your Company has evaluated a risk management to monitor the risk management plan for the company. They ensures that all the risks are timely defined and mitigated in accordance with the risk management process including identification of elements of risk which might threaten the existence of your Company.
NOMINATION & REMUNERATION POLICY:
The salient features of the Nomination and Remuneration Policy of the Company and other matters provided in Section 178(3) of the act are set out in the Corporate Governance Report which forms part of this Annual Report.
The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the act and Listing Regulations. The Nomination and Remuneration Policy is available on the website of the Company at www.akg-global.com.
The remuneration paid to the directors, key managerial personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has in place an established and effective mechanism called the Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.
The mechanism under the policy has been appropriately communicated within the Company. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company.
The concerned employees can directly access the Vigilance Officer/ Managing Director/ Chairman of the Audit Committee through e-mail, writing and telephone for reporting the matter.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for every individual working in the premises of the Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
In view of the same, your Company has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 and the rules framed there under for prevention and redressal of complaints of sexual harassment at workplace.
During the year under review, your Company has not received any complaint from any of its employee, hence, no complaint is outstanding for redressal.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the year under review there have been no other material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31st March 2024 and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption is not applicable to the Company as the Company is not involved in any manufacturing processing. The Company mainly engaged in the Trading of various products.
Foreign exchange inflow of the Company during the year were Rs. 16,24,818.65/- and outgo during the year was Rs. 18,73,233.29/-
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company is well equipped with adequate internal financial controls. The Company has a continues monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanism followed by the Company.
The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at the registered office of the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.
DEMATERIALSATION OF SHARES:
99.99% equity shares of the Company are in Demat form. 1 600 Equity shares are in physical form. CORPORATE GOVERNANCE:
In compliance with Regulation 34 of the Listing Regulations read with Schedule V thereto, a separate Corporate Governance Report of your Company for the Financial Year ended March 31, 2024 is annexed as “ANNEXURE-IV” along with a certificate from M/s. Dharam Taneja Associates, Chartered Accountants confirming compliance with requirement of corporate governance forms an integral part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management discussion and analysis report has been separately furnished in the Annual Report and is annexed as “ANNEXURE-V”.
COMPLAINCE WITH SECRETRIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1 and SS2} respectively relating to meetings of Board and Committees which have mandatory applications.
PARTICULARS OF EMPLOYEES:
During the year under review, No any employees were in receipt of remuneration of Rs. 1.20 Crores or more per annum or Rs. 8.50 Lakhs per month if employed for part of the year, hence, the particulars required to be reported under Rule 5(2) and Rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
EMPLOYEES RELATIONS
During the year under review the relations with the employees has been cordial. Your directors place on record their sincere appreciation for services rendered by the employees of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 1 34 of the Act, Yours Directors to the best of their knowledge and belief hereby confirms that:
(i.) in the preparation of the annual accounts for the year ended 31 st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii.) they 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 31 st March, 2024 and of the profit of the Company for the year ended on that date;
(iii.) they have 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;
(iv.) they have prepared the annual accounts on a “going concern” basis;
(v.) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi.) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and Committees was carried out.
Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 201 3 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.
The Independent Directors at their separate meeting review the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The evaluation of all the Directors, the Board and Committees as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this annual report
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
INDIAN ACCOUNTING STANDARDS:
Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 201 3 and the general circulars issued by the Ministry of Corporate Affairs from time to time.
ACKNOWLEDGEMENT:
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to the company by its bankers, financial institutions, and government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.
The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support in the Company's growth.
The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
By Order of the Board of Directors
For AKG Exim Limited
RAHUL BAJAJ
CFO & DIRECTOR
MAHIMA GOEL
DIN:03408766
MANAGING DIRECTOR
DIN:02205003
Place: Gurugram
Date: 22nd August, 2024