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Directors Report of AK Capital Services Ltd.

Mar 31, 2014

Dear members,

The Directors of your Company take pleasure in presenting the 21st Annual Report on the business and operations of your Company along with the audited statement of accounts for the financial year 2013-14:

FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company, both on consolidated and standalone basis, for the financial year 2013-14 as compared to the previous financial year is given below:

Consolidated financial highlights of A. K. Capital Services Limited and its subsidiaries

(Rs. in Crore except per share data)

Particulars 2013-14 2012-13

Total income 244.98 197.35

Total expenditure 191.90 128.33

Profit before tax 53.08 69.02

Provision for taxes 17.69 22.84

Profit after tax 35.39 46.18

Less: Share of minority interest and adjustment on account of further 0.20 0.22

investment in Subsidiary Company

Profit for the year 35.19 45.96

Add: Surplus brought forward from previous year 219.46 184.03

Profit available for appropriation 254.65 229.99

Less: Appropriations

Proposed dividend 3.96 3.96

Transfer to general reserves 2.10 3.25

Transfer to special reserves 2.63 2.65

Dividend distribution tax 0.67 0.67

Surplus carried to the balance sheet 245.29 219.46 Earnings per equity share (face value Rs. 10 per share)

Basic (Rs.) 53.32 69.74

Diluted (Rs.) 53.32 69.74

Standalone financial highlights of A. K. Capital Services Limited

(Rs. in Crore except per share data)

Particulars 2013-14 2012-13

Total income 97.55 110.53

Total expenditure 66.73 62.99

Profit before tax 30.82 47.54

Provision for tax 10.53 15.87

Profit after tax 20.29 31.67

Add: Surplus brought forward from previous year 197.16 173.37

Profit available for appropriation 217.45 205.04

Less: Appropriations

Proposed dividend 3.96 3.96

Transfer to general reserves 2.10 3.25

Dividend distribution tax 0.67 0.67

Surplus carried to the balance sheet 210.72 197.16

Earnings per equity share (face value Rs. 10 per share)

Basic (Rs.) 30.74 47.98

Diluted (Rs.) 30.74 47.98

FINANCIAL PERFORMANCE

The consolidated turnover of your Company stood at Rs. 244.98 Crore for the financial year ended March 31, 2014 as against Rs. 197.35 Crore for the previous year. The consolidated profit before tax is Rs. 53.08 Crore for the current year as against Rs. 69.02 Crore in the previous year. After making provision for tax, the consolidated net profit of your Company is Rs. 35.39 Crore as against Rs. 46.18 Crore in the previous year.

On standalone basis, your Company earned gross income of Rs. 97.55 Crore during the year under review as against Rs. 110.53 Crore reported in the previous year. The profit before tax is Rs. 30.82 Crore as against the Rs. 47.54 Crore during the previous year. After making provision for tax, the net profit of your Company is Rs. 20.29 Crore as against the net profit of Rs. 31.67 Crore in the previous year.

DIVIDEND ON EQUITY SHARES

The Board of Directors are pleased to recommend a final dividend of 60% i.e. Rs. 6 per equity share (on the face value of Rs. 10 per equity share) on 6,600,000 equity shares for the financial year 2013-14. The amount of dividend on equity shares and tax thereon aggregates to Rs. 4.63 Crore.

The payment of the final dividend is subject to the approval of the members which is being sought at the forthcoming Annual General Meeting and shall be paid to those members whose names appear in the Register of Members as on Wednesday, September 17, 2014. The Register of Members and Share Transfer Books will remain closed from Thursday, September 18, 2014 to Saturday, September 20, 2014, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on Saturday, September 20, 2014.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2.10 Crore to the General Reserve.

SUBSIDIARIES

As on March 31, 2014, your Company had 5 subsidiaries viz. A. K. Stockmart Private Limited, A. K. Capital Corporation Private Limited, A. K. Wealth Management Private Limited, A. K. Capital (Singapore) Pte. Ltd., and A. K. Capital Finance Private Limited.

Your Company incorporated a wholly owned subsidiary at Singapore i.e. A. K. Capital (Singapore) Pte. Ltd. on July 29, 2013 On consolidated basis, your Company posted consolidated revenue of Rs. 244.98 Crore and a consolidated profit after tax (after minority interest) of Rs. 35.19 Crore.

The Consolidated Financial Statements has been prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006 and forms part of this Annual Report.

In terms of the general exemption granted by the Ministry of Corporate Affairs vide Circular No. 2/2011 dated February 8, 2011 the Board of Directors of the Company had at their meeting held on May 25, 2014 approved attaching the Consolidated Financials of all the Subsidiaries of the Company along with that of the Company. The financial information of the Subsidiaries has been furnished under ''Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies'' and forms part of this Annual Report. A statement pursuant to Section 212 of the Companies Act, 1956 is set out as an annexure to this Annual Report.

Pursuant to the aforesaid Circular, the copies of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of each of the Subsidiary Companies has not been attached to this Annual Report. The Company shall make available these details/documents to those members who wish to have copies of the same upon written request by the member to the Company Secretary and also the details/documents shall be kept open for inspection by any member at the Company''s registered office on any working day except on Saturdays, between 11.00 a.m. to 3.00 p.m. upto the date of the ensuing Annual General Meeting.

DIRECTORS

As on March 31, 2014, the Board of Directors of your Company comprised of six Directors of which two are Executive Directors, one Woman Director who is a Non-Executive Non-Independent Director and three are Non-Executive Independent Directors. The Chairman of the Company is Non-Executive Independent Director and 50% of the total number of Directors are Independent Directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of the Companies Act, 2013.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Mr. Subhash Chander Madan (DIN: 00785025), Mr. Raghubinder Rai (DIN: 00851994) and Mr. Subhash Chandra Bhargava (DIN: 00020021) as Independent Directors for five consecutive years. The said Directors fulfill the conditions specified in section 149 of the Companies Act, 2013 and the rules made thereunder for appointment as an Independent Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. the Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanation relating to material departures, if any;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the financial year 2013-14;

3. the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the provisions of section 135 of the Companies Act, 2013, the Board of Directors of the Company have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors as members:

* Mr. A. K. Mittal (DIN: 00698377)

* Mr. Deepak Mittal (DIN: 00043685)

* Mr. Subhash Chander Madan (DIN: 00785025) - (Independent Director)

The terms of reference of the CSR Committee include the matters specified in Section 135 of the Companies Act, 2013 and shall be responsible to carry out the duties and obligations as may be specified in the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company''s policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace is in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has constituted an Internal Complaint Committee. The committee is responsible for dealing with the complaints of Sexual Harassment received from the employees of the Company.

WHISTLEBLOWER POLICY AND ESTABLISHMENT OF VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company has established Vigil Mechanism and also adopted a Whistleblower Policy under the surveillance of the Audit Committee. The Company has adopted work culture which ensures highest standards of professionalism, honesty, integrity, moral and ethical behavior.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

The Management Discussion and Analysis for the financial year 2013-14 and the report of the Directors on Corporate Governance as required under Clause 49 of the Listing Agreement, are given in separate sections forming part of the Annual Report.

A certificate from the Statutory Auditors of the Company, M/s. Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W-100010) confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the report of the Directors on Corporate Governance.

STATUTORY AUDITORS

M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010), Mumbai, Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a confirmation from M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W- 100010), to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and the rules framed thereunder and that they satisfy the criteria given under Section 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1)(h) of the Listing Agreement.

The Audit Committee and Board of Directors have recommended the re-appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010), as the Statutory Auditors of your Company.

PUBLIC DEPOSITS

During the financial year 2013-14, your Company did not accept any public deposits.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to your Company.

Your Company has no foreign exchange earnings during the financial year 2013-14. The information on foreign exchange outgo is furnished in the "Notes to the Financial Statements" under note no. 28 which forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 17, 2013 (date of last Annual General Meeting) on the website of the Company (www.akcapindia.com), as also on the Ministry of Corporate Affairs website.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The Annexure is available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Other Statutory Bodies, etc. during the year under review. 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 Deepak Mittal Managing Director Whole-time Director (DIN: 00698377) (DIN: 00043685)

Date : August 2, 2014 Place: Mumbai


Mar 31, 2013

To the Members of A. K. Capital Services Limited,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company together with the audited statement of accounts for the financial year 2012-13:

FINANCIAL HIGHLIGHTS

Consolidated financial highlights of A. K. Capital Services Limited and its subsidiaries

(Rs. in Crore except per share data)

Particulars 2012-13 2011-12

Total Income 197.35 198.49

Total Expenditure 128.33 139.94

Profit Before Tax 69.02 58.55

Provision For Taxes 22.84 20.22

Profit After Tax 46.18 38.33

Less: Share Of Minority Interest And Adjustment On Account Of Further q 22 23

Investment In Subsidiary Company

Profit For The Year 45.96 38.10

Add: Surplus Brought Forward From Previous Year 184.03 154.93

Profit Available For Appropriation 229.99 193.03

Less: Appropriations

Proposed Dividend

Transfer To Reserves 3.25 3.25

Transfer To Special Reserves 2.65 1.15

Dividend Distribution Tax 0.67 0.64

Surplus Carried To The Balance Sheet 219.46 184.03

Earnings Per Equity Share (Face Value Rs. 10 Per Share)

Basic (Rs.) 69.74 57.65

Diluted (Rs.) 69.74 57.65

Standalone financial highlights of A. K. Capital Services Limited

(Rs. in Crore except per share data) Particulars 2012-13 2011-12

Total Income 110.53 143.51

Total Expenditure 62.99 96.46

Profit Before Tax 47.54 47.05

Provision For Taxes 15.87 15.97

Profit After Tax 31.67 31.08

Add: Surplus Brought Forward From Previous Year 173.37 150.14

Profit Available For Appropriation 205.04 181.22

Less: Appropriations Proposed Dividend

Transfer To General Reserves 3.25 3.25

Dividend Distribution Tax 0.67 0.64

Surplus Carried To The Balance Sheet 197.16 173.37

Earnings Per Equity Share (Face Value Rs. 10 Per Share)

Basic (Rs.) 47.98 47.09

Diluted (Rs.) 47.98 47.09

FINANCIAL PERFORMANCE

On consolidated basis, your Company earned gross income of Rs. 197.35 Crore during the year under review as against Rs. 198.49 Crore in the previous year. The consolidated profit before tax is Rs. 69.02 Crore as against X 58.55 Crore in the previous year. After providing for tax, the consolidated net profit of your Company is Rs. 46.18 Crore as against X 38.33 Crore in the previous year. On standalone basis, your Company earned gross income of ^ 110.53 Crore during the year under review as against Rs. 143.51 Crore reported in the previous year. The profit before tax is Rs. 47.54 Crore as against the X 47.05 Crore during the previous year. After providing for tax, the net profit of your Company is X 31.67 Crore as against the net profit of X 31.08 Crore in the previous year.

DIVIDEND ON EQUITY SHARES

Your Directors are pleased to recommend a final dividend of 60% i.e. X 6 per equity share (on the face value of Rs. 10 per equity share) on 6,600,000 equity shares for the financial year 2012-13. The amount of dividend on equity shares and tax thereon aggregates to Rs.4.63 Crore.

The payment of the aforesaid dividend is subject to the approval of the Members to be obtained at the ensuing Annual General Meeting and shall be paid to all those equity shareholders whose names appear in the Register of Members as on Tuesday, August 13,2013. The Register of Members and Share Transfer Books will remain closed from Wednesday, August 14, 2013 to Saturday, August 17, 2013, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on Saturday, August 17,2013.

CREDIT RATING

Your Company enjoys the credit rating for long term bank facilities of "CARE A " [Single A Plus] of X100.00 Crore from Credit Analysis & Research Limited (CARE).

TRANSFERTO RESERVES

The Company proposes to transfer Rs. 3.25 Crore to the General Reserve.

SUBSIDIARIES

Currently, the Company''s subsidiaries are A. K. Stockmart Private Limited, A. K. Capital Corporation Private Limited, A. K. Capital Finance Private Limited, A. K. Wealth Management Private Limited.

On consolidated basis, your Company posted consolidated revenue of Rs. 197.35 Crore and a consolidated profit after tax (after minority interest) of Rs. 46.03 Crore.

In terms of the general exemption granted by the Ministry of Corporate Affairs vide Circular No. 2/2011 dated February 8,2011 the Board of Directors of the Company had at their meeting held on May 25, 2013 approved attaching the Consolidated Financials of all the Subsidiaries of the Company along with that of the Company.

Pursuant to the aforesaid Circular, the copies of the Balance Sheet, Profit and Loss Account, Directors'' Report and Auditors'' Report of each of the Subsidiary Companies has not been attached to this Annual Report. The Company will make available these documents/details upon written request by any Member of the Company to the Company Secretary in this regard. These documents/details will also be available for inspection by any Members of the Company at the Registered Office of the Company and also at the Registered Office of the concerned Subsidiaries on any working day, except Saturdays, between 11.00 a.m. and 3.00 p.m. The financial information of the Subsidiaries has been furnished under ''Statement pursuant to Section 212 of the Companies Act, 1956, related to Subsidiary Companies'' and forms part of this Annual Report.

The Consolidated Financial Statements has been prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006 and forms part of this Annual Report.

A statement pursuant to Section 212 of the Companies Act, 1956 is set out as an annexure to this Annual Report.

DIRECTORS

In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company,

Mr. Subhash Chandra Bhargava and Mrs. Anshu, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

A brief resume of these Directors along with the nature of their expertise in specific functional areas, names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board and the number of shares held by them in the Company, as stipulated under Clause 49 of the Listing Agreement is given in the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. the Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanation relating to material departures, if any;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the financial year 2012-13;

3. the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

The Management Discussion and Analysis for the financial year 2012-13 and the report on Corporate Governance as required under Clause 49 of the Listing Agreement executed with the Stock exchange where the shares of the Company are listed, are given in separate sections forming part of the Annual Report.

A certificate from the Statutory Auditors of the Company, M/s Suresh Surana & Associates, Chartered Accountants (Firm Registration No:121750W) confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

STATUTORY AUDITORS

M/s. Suresh Surana & Associates, Chartered Accountants, (Firm Registration No:121750W), Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, at the ensuing Annual General Meeting, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956.

M/s. Suresh Surana & Associates, Chartered Accountants, (Firm Registration Number 121750W), Statutory Auditors of the Company have sought reappointment and confirmation that their reappointment shall be within the limits of Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

PUBLIC DEPOSITS

During the financial year 2012-13, the Company did not accept any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

CONSERVATION OF ENERGYJECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the Company.

The Company has no foreign exchange earnings during the financial year 2012-13. The information on foreign exchange outgo is furnished in the Notes to the financial statements no. 28, forming part of this Annual Report.

TRANSFER OF AMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2012 (date of last Annual General Meeting) on the website of the Company (www.akcapindia.com), as also on the Ministry of Corporate Affairs website.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The Annexure is available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Other Statutory Bodies, etc. during the year under review. 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. On behalf of the Board of Directors

A. K. Mittal Anshu

Managing Director Director

Place: Mumbai

Date : July 1,2013


Mar 31, 2012

The Directors are pleased to present the 19th Annual Report of your Company with the Audited Accounts for the financial year 2011-12. FINANCIAL HIGHLIGHTS

Standalone financial highlights of A. K. Capital Services Limited

( RS in crore except per share data)

Particulars 2011-12 2010-11

Total income 143.51 156.63

Total expenditure 96.46 75.56

Profit before tax 47.05 81.07

Provision for taxes 15.97 27.27

Profit after tax 31.08 53.80

Add: Surplus brought forward from previous year 1,501.45 1,069.53 Less: Appropriations

Interim dividend - 1.98

Proposed dividend 3.96 1.98

Transfer to reserves 3.25 6.00

Dividend distribution tax 0.64 0.65

Surplus carried to the Balance Sheet 1,733.72 1,501.45 Earning per share (face value Rs.10 per share)

Basic (in Rs.) 47.09 81.52

Diluted (in Rs.) 47.09 81.52



Consolidated financial highlights of A. K. Capital Services Limited and its subsidiaries

(Rs. in crore except per share data)

Particulars 2011-12 2010-11

Total income 198.49 166.40

Total expenditure 139.94 82.06

Profit before tax 58.55 84.34

Provision for taxes 20.22 27.89

Profit after tax 38.33 56.45

Less: Share of minority interest and adjustment on account of further investment in 0 28 (0 41)

subsidiary company

Profit for the year after minority interest 38.05 56.87

Earning per share (face value Rs. 10 per share)

Basic (in Rs.) 57.65 86.16

Diluted (in Rs.) 57.65 86.16



FINANCIAL PERFORMANCE

The financial performance of your Company is elaborated in the Management Discussion and Analysis Report which forms part of this Annual Report and has been prepared in accordance with Clause 49 of the Listing Agreement of the stock exchange where the shares of the Company are listed.

DIVIDEND ON EQUITY SHARES

Your Directors are pleased to recommend a final dividend of 60% i.e. Rs. 6 per equity share (face value of Rs. 10 per equity share) on 6,600,000 equity shares for the financial year 2011-12. The amount of dividend on equity shares and tax thereon aggregates to Rs. 4.60 crore.

The payment of the aforesaid dividend is subject to the approval of the Members to be obtained at the ensuing Annual General Meeting and shall be paid to all those equity shareholders whose names appear in the Register of Members as on Wednesday, September 26, 2012. The Register of Members and Share Transfer Books will remain closed from Thursday, September 27, 2012 to Saturday, September 29, 2012, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on Saturday, September 29, 2012.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 3.25 crore to the General Reserve.

SUBSIDIARIES

During the financial year 2011-12, the Company had four subsidiaries namely:

A. K. Stockmart Private Limited A. K. Capital Corporation Private Limited A. K. Capital Finance Private Limited A. K. Wealth Management Private Limited

On consolidated basis, your Company posted consolidated revenue of V 198.49 crore and a consolidated profit after tax (after minority interest) of Rs. 38.05 crore.

In terms of the general exemption granted by the Ministry of Corporate Affairs vide Circular No. 2/2011 dated February 8, 2011 the Board of Directors of the Company had at their meeting held on August 25, 2012 approved attaching the Consolidated Financials of all the Subsidiaries of the Company along with that of the Company.

Pursuant to the aforesaid Circular, the copies of the Balance Sheet, Profit and Loss Account, Directors' Report and Auditors' Report of each of the Subsidiary Companies has not been attached to this Annual Report. The Company will make available these documents / details upon written request by any Member of the Company to the Company Secretary in this regard. These documents / details will also be available for inspection by any Members of the Company at the Registered Office of the Company and also at the Registered Office of the concerned Subsidiaries. The financial information of the Subsidiaries has been furnished under 'Statement pursuant to Section 212 of the Companies Act, 1956, related to Subsidiary Companies' and forms part of this Annual Report.

The Consolidated Financial Statements has been prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006 and forms part of this Annual Report.

A statement pursuant to Section 212 of the Companies Act, 1956 is set out as an annexure to this Annual Report.

DIRECTORS

In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Subhash Chander Madan and Mr. Raghubinder Rai, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief resume of these Directors along with the nature of their expertise in specific functional areas, names of Companies in which they hold Directorship and/or Membership/Chairmanship of Committees of the Board and the number of shares held by them in the Company, as stipulated under Clause 49 of the Listing Agreement is given in the notice of the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirm that:

1. the Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanation relating to material departures, if any;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the financial year 2011-12;

3. the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS:

The Management Discussion and Analysis report and the Corporate Governance report for the year under review, together with a certificate from the Statutory Auditors of the Company on compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

STATUTORY AUDITORS

M/s. Suresh Surana & Associates, Chartered Accountants, (Firm Registration Number 121750W), Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

M/s. Suresh Surana & Associates, Chartered Accountants, (Firm Registration Number 121750W), Statutory Auditors of the Company have sought re-appointment and confirmation that their re-appointment shall be within the limits of Section 224(1B) of the Companies Act, 1956 was received from them. The Audit Committee and Board of Directors recommend the re-appointment of M/s. Suresh Surana & Associates, Chartered Accountants, (Firm Registration Number 121750W) as the Statutory Auditors of the Company.

PUBLIC DEPOSITS

During the financial year 2011-12, the Company did not accept any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the Company.

The Company has no foreign exchange earnings during the financial year 2011-12. The information on foreign exchange outgo is furnished in the Notes to the financial statements no. 28, forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, is set out as separate annexure which forms part of this Annual Report. The Annual Report of the Company is being sent to all the Members of the Company along with the aforesaid annexure.

APPRECIATION

The Board of Directors place on record their sincere appreciation for the assistance and guidance provided by the government, regulators, stock exchanges, other statutory bodies and Company's bankers for the assistance, cooperation and encouragement extended to the Company. The Directors recognise and acknowledge the unstinted support provided by the employees at all levels and also for their sincerity, commitment and professionalism. We look forward for their continued patronage and encouragement in all our future endeavours.

On behalf of the Board of Directors

A. K. Mittal Anshu

Managing Director Director

Place : Mumbai Date : August 25, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

Standalone financial result of A. K. Capital Services Limited

(Rs. in crore except per share data)

Particulars Current year Previous year Growth

Total income 158.74 131.34 21%

Profit before tax 80.00 58.33 37%

Provision for taxes 25.75 20.74 24%

Profit after tax 54.26 37.59 44%

Net worth 185.91 136.16 37%

Dividend including 4.63 2.70 71% dividend tax

Earning per share (face value Rs. 10 per share)

Basic (in Rs.) 82.53 64.82 27%

Diluted (inRs.) 82.53 39.16 111%

Consolidated financial result of A. K. Capital Services Limited and its subsidiaries

(Rs. in crore except per share data)

Particulars Current year Previous year Growth

Total income 164.29 134.34 22%

Profit before tax 82.99 59.91 39%

Provision for taxes 26.83 21.29 26%

Profit after tax & 56.09 38.39 46% minority interest

Net worth 188.86 137.15 38% Earning per share (face value Rs. 10 per share)

Basic (in Rs.) 85.39 66.59 28%



FINANCIAL PERFORMANCE

Information of financial performance of your Company is given in the Management Discussion and Analysis Report which is annexed to this Annual Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

DIVIDEND

Your Directors have recommended a Dividend of Rs. 6 per equity share on 6,600,000 equity shares of the face value of Rs. 10 each for the financial year ended March 31, 2010. The dividend on equity shares together with tax thereon will have a payout of Rs. 4.63 crore.

The dividend, if approved at the ensuing Annual General Meeting will be paid to all those equity shareholders whose names appear in the register of members as on Wednesday, September 1, 2010. The register of members and share transfer books will remain closed from Thursday, September 2, 2010 to Saturday, September 4, 2010, both days inclusive.

SUBSIDIARIES

The subsidiaries of the Company are: A. K. Stockmart Private Limited, A. K. Capital Corporation Private Limited and A. K. Capital Finance Private Limited (formerly known as Girdhar Vanijya Private Limited).

Your Company posted consolidated revenue of Rs. 164.29 crore (up 22% as compared to FY 2008-09) and a consolidated profit after tax (after minority interest) of Rs. 56.09 crore (up 46% as compared to FY 2008-09).

The consolidated financial statements of your Company and its subsidiaries are prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006, forms part of this Annual Report and are reflected in the consolidated accounts of the Company. The audited statement of accounts of the subsidiaries forms part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Subhash C. Madan and Mr. Raghubinder Rai, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

1. The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanation relating to material departures, if any;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the financial year ended March 31, 2010;

3. The Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as required under Clause 49 of the Listing Agreement, is presented in a separate section which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report. A certificate from the auditors of the Company, M/s. Suresh Surana & Associates, Chartered Accountants, confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

AUDITORS

M/s. Suresh Surana & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have, under Section 224(1 B) of the Companies Act, 1956, furnished certificate of their eligibility for the re-appointment.

The Notes to the Accounts referred in the Auditors report are self-explanatory and therefore do not call for any further comments.

PUBLIC DEPOSITS

The Company has not accepted any public deposit during the year under review.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy or technology absorption is not applicable to the Company.

The Company has no foreign exchange earnings during the financial year ended March 31,2010. The information on foreign exchange outgo is furnished in the Notes to Accounts - Schedule "O", forming part of Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is set out as seperate annexure. The Directors Report and Audited Financial Statements are being sent to all the shareholders of the Company along with the aforesaid annexure.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the government, regulators, stock exchanges, other statutory bodies and yours Companys bankers for their assistance, cooperation and encouragement extended to your Company.

Your Companys employees are instrumental in your company scaling new heights year after year. Their commitment and contribution is deeply acknowledged. Your involvement as share holders is also greatly valued. Your directors look forward to your continuing support.

For and on behalf of the Board of Directors

A. K. Mittal Managing Director

Place : Mumbai

Date : August 04, 2010

 
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