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Directors Report of AK Capital Services Ltd.

Mar 31, 2016

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

The Directors of your Company present the 23rd Annual Report on the business, operations and state of affairs of your Company along with the audited statement of accounts for the financial year 2015-16.

FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company, both on consolidated and standalone basis, for the financial year 2015-16 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

2015-16

2014-15

Total income

245.62

254.67

Total expenditure

186.15

195.57

Profit before tax

59.47

59.10

Provision for taxes

17.60

17.64

Profit after tax

41.87

41.46

Less: Share of minority interest and adjustment on account of further investment in Subsidiary Company

0.32

0.32

Profit for the year

41.55

41.14

Add: Surplus brought forward from previous year

275.05

245.29

Less: Adjustment in accordance with the transitional provisions of the Schedule II of the Act

-

0.54

Less: Transfer of Pre-acquisition profit

0.06

-

Profit available for appropriation

316.54

285.89

Less: Appropriations

Proposed dividend

3.96

3.96

Transfer to general reserves

1.90

1.90

Transfer to special reserves

4.34

4.19

Dividend distribution tax

0.81

0.79

Surplus carried to the Balance Sheet

305.53

275.05

Earnings per equity share (face value Rs. 10/- per share) Basic (Rs.)

Diluted (Rs.)

62.95

62.95

62.34

62.34

Standalone financial highlights of A. K. Capital Services Limited

( Rs. in Crore except per share data)

Particulars

2015-16

2014-15

Total income

71.97

97.66

Total expenditure

44.69

69.97

Profit before tax

27.28

27.69

Provision for tax

8.71

9.39

Profit after tax

18.57

18.30

Add: Surplus brought forward from previous year

221.87

210.72

Less: Adjustment in accordance with the transitional provisions of the Schedule II of the Act

-

0.50

Profit available for appropriation

240.44

228.52

Less: Appropriations

Proposed dividend

3.96

3.96

Transfer to general reserves

1.90

1.90

Dividend distribution tax

0.81

0.79

Surplus carried to the balance sheet

233.78

221.87

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

Basic (Rs.)

28.14

27.74

Diluted (Rs.)

28.14

27.74

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The consolidated turnover of your Company stood at Rs. 245.62 Crore for the financial year ended March 31, 2016 as against Rs. 254.67 Crore for the previous year. The consolidated profit before tax is Rs. 59.47 Crore for the current year as against Rs. 59.10 Crore in the previous year. After making provision for tax, the consolidated net profit of your Company is Rs. 41.87 Crore as against Rs. 41.46 Crore in the previous year.

On standalone basis, your Company earned gross income of Rs. 71.97 Crore during the year under review as against Rs. 97.66 Crore reported in the previous year. The profit before tax is Rs. 27.28 Crore as against the Rs. 27.69 Crore during the previous year. After making provision for tax, the net profit of your Company is Rs. 18.57 Crore as against the net profit of Rs. 18.30 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 2015-16. The amount of dividend on equity shares and tax thereon aggregates to Rs. 4.77 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 Monday, September 12, 2016. The Register of Members and Share Transfer Books will remain closed from Tuesday, September 13, 2016 to Saturday, September 17, 2016 both days inclusive. The Annual General Meeting of the Company is scheduled to be held on Saturday, September 17, 2016.

TRANSFERTO RESERVES

The Company proposes to transfer Rs. 1.90 Crore to the General Reserve.

SUBSIDIARIES

As on March 31, 2016, 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.

On consolidated basis, your Company posted consolidated revenue of Rs. 245.62 Crore and a consolidated profit after tax (after minority interest and adjustment on account of further investment in subsidiary company) of Rs. 41.55 Crore.

The Consolidated Financial Statements has been prepared under the historical cost convention on accrual basis and in accordance with the Generally Accepted Accounting Principles (‘GAAP’) in compliance with the provisions of the Companies Act, 2013 (the ‘Act’) including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and forms part of this Annual Report.

In terms of Section 129(3) of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Statement containing salient features of financial statements of subsidiaries in Form AOC-1 as prescribed in the Companies (Accounts) Rules, 2014 forms a part and is annexed to the Annual Report

The financial statements of the subsidiary companies have been placed on the website of the Company www.akcapindia.com. Any member interested in obtaining a copy of financial statement of the subsidiaries may write to the Company Secretary, at the Registered Office of the Company.

MATERIAL SUBSIDIARIES

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has one material non listed subsidiary. The Policy for determining the material subsidiaries has been formulated and adopted by the Board. The Policy may be accessed on the Company’s website at link:

http://www.akcapindia.com/WebSiteDocuments/Policy%20for%20Determining%20Material%20Subsidiary.pdf DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2016, 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 numbers of Director are Independent Directors. The composition of the Board is in consonance with 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.

In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act, 2013, Mr. Deepak Mittal (DIN: 00043685) though appointed as a Whole Time Director for a fixed term, of 5 years with effect from April 1, 2015, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment to enable compliance by the Company with the provisions of Section 152 of the Companies Act, 2013.

The following persons are the Key Managerial Personnel’s (KMP’s) of the Company as per the provisions of the Companies Act, 2013 (the Act) as on March 31, 2016:-

Mr. A. K. Mittal - Managing Director

Mr. Deepak Mittal - Whole-time Director

Mr. Mahesh Bhootra - Chief Financial Officer

Ms. Kanchan Singh Mehta - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under the Companies Act, 2013 and the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EVALUATION OFTHE PERFORMANCE OFTHE BOARD

The Board has framed an Evaluation Policy (the Policy) for evaluating the performance of the Board, Chairman, Managing Director, Whole-time Director, Independent Directors, Non-Executive Director and its Committees. Based on the same, the performance was evaluated for the financial year ended March 31, 2016. A meeting of the Independent Directors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is attached as Annexure - 1 to this Report. The details of the Nomination and Remuneration Committee are stated in the Report on Corporate Governance.

BOARD COMMITTEES

The Board of Directors have constituted four Committees, viz.

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in ‘Report on Corporate Governance’ forming part of the Annual Report.

AUDIT COMMITTEE OFTHE COMPANY

The Company’s Audit Committee comprises the following Directors:

Sr.

Name of the Members

DIN

Designation

1

Mr. Subhash Chander Madan

00785025

Chairman (Independent Director)

2

Mr. Raghubinder Rai

00851994

Member (Independent Director)

3

Mr. A. K. Mittal

00698377

Member (Managing Director)

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Bombay Stock Exchange (BSE).

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company’s policies and business performance apart from other Board matters. The notice for the Board Meeting is given well in advance to all the Directors.

During the financial year 2015-16, five Board Meetings were held on April 16, 2015, May 24, 2015, August 14, 2015, November 7, 2015 and February 11, 2016. The gap between the two board meetings did not exceed 120 days.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. in preparation of the annual financial statements for the financial year 2015-16, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors 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, 2016 and of the profit of the Company for the financial year 2015-16 ended on that date;

3. the Directors 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;

4. the Directors have prepared the annual accounts on a ‘going concern basis’;

5. the Directors have laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and are operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) and the CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at the link: http://www.akcapindia.com/WebSiteDocuments/CSR Policy.pdf During the year under review, the Company has not undertaken any activity and initiative on CSR (Annexure - 2)

WHISTLEBLOWER POLICY AND ESTABLISHMENT OF VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. The Policy may be accessed on the Company’s website at the link:

www.akcapindia.com/WebSiteDocuments/Whistle%20Blower%20Policy%20and%20Establishment%20of%20Vigil%20Mechanism.pdf

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

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. During the financial year 2015-16 no cases in the nature of sexual harassment were reported at any work place of the Company.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORTS

The Management Discussion and Analysis for the financial year 2015-16 and the report of the Directors on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework and maintains adequate internal control systems. The Risk Management and Internal Control System thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

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 there under and that they satisfy the criteria given under Section 141 of the Companies Act, 2013.

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.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company has appointed M/s Aashish Bhatt & Associates (C.P. No: 2956), Practicing Company Secretary to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure - 3 to this Report.

PUBLIC DEPOSITS

During the financial year 2015-16, your Company did not invite or accept any public deposits.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS BYTHE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in “Notes to the Financial Statements”.

RELATED PARTYTRANSACTION

All contracts /transactions entered by the Company during the year with related parties were on an arm’s length basis. The Company has complied with the provisions of section 188 of the Companies Act, 2013 read with rule of Companies (Meetings of Board and its Powers) Rules, 2014 and the amendments made thereto from time to time.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure - 4 to this report.

The details of related party transactions carried out by the Company are also set out in note no.31 to the Financial Statements.

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Materiality and Dealing with Related Party Transactions. It can be accessed on the Company’ website at the link: http://www.akcapindia.com/WebSiteDocuments/Policy%20on%20Materiality%20and%20Dealing%20with%20Related%20Party%20T ransactions.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY

During the year under review there were no 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 this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS

During the financial year 2015-16, the Company received an Order from the Regional Director, Northern Region, Ministry of Corporate Affairs dated March 17, 2016 for approval of shifting of the Registered Office address of the Company. The Registered Office of the Company has been shifted to 403, 4th Floor, East Wing, Tulsiani Chambers, Free Press Journal Marg, 212, Nariman Point, Mumbai 400021.

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

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies’ (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

Your Company has no foreign exchange earnings during the financial year 2015-16. 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 September 19, 2015 (date of last Annual General Meeting) on the website of the Company (www.akcapindia.com), as also on the Ministry of Corporate Affairs website.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT - 9 is given in the Annual Report as Annexure - 5.

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 are provided in the Annual Report and is attached as Annexure - 6 and forms an integral part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by the Members at the Registered Office of the Company between 2.00 p.m. to 4.00 p.m. on any working day (Monday to Friday) up to the date of 23rd 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.

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 12, 2016

Place: Mumbai


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, 2011

Dear Members,

The Directors are pleased to present the 18th Annual Report of your Company with the Audited Accounts for the financial year 2010-11.

FINANCIAL HIGHLIGHTS

Standalone financial highlights of A. K. Capital Services Limited

(Rs. in crore except per share data)

Particulars Current year Previous year

Total income 156.63 158.74

Profit before tax 81.45 80.00

Provision for taxes 27.10 25.75

Profit after tax 54.34 54.26

Net worth 235.10 185.91

Dividend including interim dividend 3.96 3.96

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

Basic (in Rs.) 82.34 82.53

Diluted (in Rs.) 82.34 82.53

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

(Rs. in crore except per share data)

Particulars Current year Previous year

Total income 166.40 164.29

Profit before tax 84.79 82.99

Provision for taxes 27.77 26.83

Profit after tax & minority interest 57.43 56.14

Net worth 243.02 188.86

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

Basic (in Rs.) 87.02 85.39

Diluted (in Rs.) 87.02 85.39

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.

AWARDS AND RECOGNITIONS

Your Company has won the 15th National Level "Entrepreneurship Excellence Award - for Development of Indian Bond Market". The conference empowering Indian SMEs - Vision 2020 was organized by the SME Chamber of India and India International Trade Centre (IITC-India) and, was supported by the Government of Maharashtra.

DIVIDEND ON EQUITY SHARES

Your Directors recommend a final dividend of 30 % i.e. Rs. 3 per equity share (face value of Rs. 10 per equity share) on 6,600,000 equity shares for the financial year 2010-11. The amount of dividend on equity shares and tax thereon aggregates to Rs. 2.30 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 September 14, 2011, Wednesday. The Register of Members and Share Transfer Books will remain closed from September 15, 2011, Thursday, to September 17, 2011, Saturday, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on September 17, 2011, Saturday.

During the financial year 2010-11 the Company declared and paid an interim dividend of 30% i.e. Rs. 3 per equity share (face value of Rs. 10 per equity share). The total dividend including interim dividend for the financial year 2010-11 is 60% i.e. Rs. 6 per equity share (face value of Rs. 10 per equity share).

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 6 crore to the General Reserve and retain Rs. 150.14 crore to the profit and loss account.

SUBSIDIARIES

The Company had three subsidiaries at the beginning of the financial year 2010-11 namely:

A. K. Stockmart Private Limited

A. K. Capital Corporation Private Limited

A. K. Capital Finance Private Limited

One subsidiary namely A. K. Wealth Management Private Limited has been acquired during the financial year 2010-11. Consequently, the total number of subsidiaries as on March 31, 2011 is four.

On consolidated basis, your Company posted consolidated revenue of Rs. 166.40 crore and a consolidated profit after tax (after minority interest) of Rs. 57.43 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 10, 2011 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. 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 terms of relevant provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Subhash Chandra Bhargava and Mrs. Anshu, 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

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, 2011 and of the profit of the Company for the financial year 2010-11;

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.

VOLUNTARY DELISTING FROM DELHI STOCK EXCHANGE LIMITED (DSE)

Pursuant to resolution passed at the Board Meeting of the Company on November 1, 2010, and in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Company has voluntarily delisted its equity shares from Delhi Stock Exchange Limited (DSE) with effect from March 4, 2011. The equity shares of the Company are and will continue to be listed on exchange having nationwide terminals, Bombay Stock Exchange Limited (BSE).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report for the financial year 2010-11 forms part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a separate section on Corporate Governance 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, (Firm Registration Number 121750W), Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a confirmation from M/s. Suresh Surana & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The observations and comments given by Auditors in this report read together with notes to accounts are self-explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any public deposits during the financial year 2010-11.

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 2010-11. The information on foreign exchange outgo is furnished in the Notes to Accounts – Schedule O, forming part of this 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, 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 take this opportunity to express their sincere appreciation for the support and co-operation from the government, regulators, stock exchanges, bankers, other statutory bodies, etc.

The Board of Directors also put on record their sincere appreciation of the hard work and commitments put in by the management and employees of the Company and thank them for another good year for the Company.

On behalf of the Board of Directors

A. K. Mittal

Managing Director

Place : Mumbai

Date : August 10, 2011


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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