Directors Report of AK Capital Services Ltd.

Mar 31, 2018

The Directors of your Company are pleased to present the 25th Annual Report of the Company, together with the annual audited standalone and consolidated financial statements for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company, both on standalone and consolidated basis, for the Financial Year 2017-18 as compared to the previous Financial Year is given below:

Standalone financial highlights of the Company

(INR in Crore except per share data)

Particulars	2017-18	2016-17
Total revenue	108.29	96.27
Total expenses	76.18	60.04
Profit before tax	32.11	36.23
Tax expenses	10.53	11.86
Profit after tax	21.58	24.37
Add: Surplus brought forward from previous year	258.15	233.78
Profit available for appropriation	279.73	258.15
Less: Appropriations
Dividend paid	3.96	-
Dividend distribution tax on dividend	0.81	-
Surplus carried to the balance sheet	274.96	258.15
Earnings per equity share (face value INR 10/- per share)
Basic (INR)	32.69	36.93
Diluted (INR)	32.69	36.93

Consolidated financial highlights of the Company

(INR in Crore except per share data)

Particulars	2017-18	2016-17
Total revenue	331.76	338.94
Total expenses	239.09	249.72
Profit before tax	92.67	89.22
Tax expenses	30.82	31.40
Profit after tax and before minority interest	61.85	57.82
Less: Share of minority interest	0.51	0.39
Profit for the year	61.34	57.43
Add: Surplus brought forward from previous year	356.67	305.53
Less: Transfer of Pre-acquisition profit	-	0.07
Amount of profit available for appropriation	418.01	362.89
Less: Appropriations
Transfer to special reserves	8.00	6.22
Dividend paid	3.96	-
Dividend distribution tax	0.81	-
Surplus carried to the Balance Sheet	405.24	356.67
Earnings per equity share (face value INR 10/- per share)
Basic (INR)	92.93	87.01
Diluted (INR)	92.93	87.01

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

On standalone basis, your Company earned total revenue of INR 108.29 Crores during the year under review as against INR 96.27 Crores reported in the previous year. The profit before tax is INR 32.11 Crores as against the INR 36.23 Crores during the previous year. After making provision for tax, the net profit of your Company is INR 21.58 Crores as against the net profit of INR 24.37 Crores in the previous year.

The consolidated total revenue of your Company stood at INR 331.76 Crores for the financial year ended March 31, 2018 as against INR 338.94 Crores for the previous year. The consolidated profit before tax is INR 92.67 Crores for the current year as against INR 89.22 Crores in the previous year. After making provision for tax, the consolidated net profit of your Company is INR 61.85 Crores as against INR 57.82 Crores in the previous year.

DIVIDEND

Your Company is rewarding its shareholders by way of consecutive cash dividends, considering the consistent financial performance of your Company and promising future prospects while retaining capital to maintain a healthy capital and to support future growth.

The Board, at its Meeting held on May 26, 2018, has recommended a final dividend @ 60% i.e. INR 6/- per equity share (on the face value of INR 10/- per equity share) on 6,600,000 equity shares for the Financial Year 2017-18. The amount of dividend on equity shares and tax thereon aggregates to INR 4.77 Crore.

The payment of the final dividend is subject to the approval of the members at the ensuing Annual General Meeting (AGM) and shall be paid to those members whose names appear in the Register of Members as on Friday, August 10, 2018. The Register of Members and Share Transfer Books will remain closed from Saturday, August 11, 2018 to Saturday, August 18, 2018 (both days inclusive). The Annual General Meeting of the Company is scheduled to be held on Saturday, September 22, 2018.

TRANSFER TO GENERAL RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

SUBSIDIARIES

As on March 31, 2018, your Company has the following subsidiaries:

SN Name of the subsidiaries

1. A. K. Stockmart Private Limited

2. A. K. Capital Corporation Private Limited

3. A. K. Wealth Management Private Limited

4. A. K. Capital (Singapore) Pte. Ltd.

5. A. K. Capital Finance Private Limited

6. Family Home Finance Private Limited (Step-down subsidiary) - with effect from June 29, 2017.

During the year under review, A. K. Capital Finance Private Limited (AKCFPL), material subsidiary of the Company has issued and allotted 22,700 Secured, Rated, Listed, Redeemable Non-Convertible Debentures (“said debentures”) of face value of INR 1 lakh each aggregating to INR 227 Crores, on private placement basis. The said debentures are listed on BSE Limited.

Further net worth of AKCFPL exceeded INR 500 Crores during the half year ended September 30, 2017 which qualifies it as a Qualified Institutional Buyer under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

During the year under review, AKCFPL also incorporated its subsidiary Company in the name of ‘’Family Home Finance Private Limited”

MATERIAL SUBSIDIARIES

Regulation 16(1)(c)of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 defines “material subsidiary” as a subsidiary whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries at the end of the immediately preceding accounting year.

Based on the above criteria the Company has two material subsidiaries namely, A. K. Capital Finance Private Limited & A. K. Stockmart Private Limited.

The Policy for determining the material subsidiaries has been formulated and adopted by the Board. The Policy may be accessed on the website at link:

http://www.akgroup.co.in/docs/Policy%20on%20Determining%20Material%20Subsidiary-201804091508067873523.pdf

NOTE ON FINANCIAL STATEMENTS OF SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

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.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the annual report of the Company, the annual financial statements and the related documents of the subsidiary companies are placed on the website of the Company www.akgroup.co.in. Shareholders may download the annual financial statements and detailed information on subsidiary companies from the Company’s website or may write to the Company for the same. Further, the documents shall be available for inspection by the shareholders at the registered office of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under Section 149 of the Companies Act, 2013 and the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

APPOINTMENTS DURING SINCE LAST ANNUAL GENERAL MEETING

On the recommendation of Nomination and Remuneration Committee of the Company, the Board had appointed:

i. Mr. Ashish Agarwal (DIN: 08064196), Mr. Vikas Jain (DIN: 07887754) and Ms. Aditi Mittal (DIN: 00698397) as Additional Directors with effect from February 3, 2018. Subject to the approval of the Members at the General Meeting, the Board also re-designated Mr. Ashish Agarwal and Mr. Vikas Jain as the Whole-time Directors for a period of 5 Years from the date of Appointment. Mr. Ashish Agarwal and Mr. Vikas Jain, being whole-time Directors of the Company were also designated as Key Managerial Personnel of the Company.

ii Mr. Khimji Shamji Pandav (DIN: 01070944) as an Additional Director (Independent) of the Company with effect from August 11, 2018 for a period of 5 years.

The draft resolutions for the appointment of the Directors and their detailed profiles have been included in the notice convening the ensuing AGM and details of the proposal for appointment are mentioned in the explanatory statement of the notice.

The profile and recommendation of the Board to the Members of the Company for their appointments are furnished herein below:

a) Mr. Ashish Agarwal

Mr. Ashish Agarwal has been associated with the Company for over 17 years and is an expert in his domain. He is a key person who has been instrumental in structuring of innovative fixed income instruments such as perpetual bonds, unsecured subordinated bonds, tax free bonds, non-convertible redeemable preference shares etc.

Mr. Ashish Agarwal is a debt market veteran with over 22 years of work experience. He started his career in arena when markets were in infancy stage. He has played a crucial role in evolvement of corporate bond market in India. His role at AK Capital has revolved around origination of bond placement transactions for diverse set of clients including Central Government Undertakings, Public and Private Sector Banks, Financial institutions and large Corporates. Besides bond placement, he has also undertaken several prestigious financial advisory transactions for country’s premier Central Government Undertakings and PSU Banks.

Your Company has received a notice in writing from a member proposing the candidature of Mr. Ashish Agarwal as Director on the Board of the Company. The Nomination and Remuneration Committee and the Board recommend his appointment to the members of the Company.

b) Mr. Vikas Jain

Mr. Vikas Jain is a Chartered Accountant and has been associated with the company for more than 15 years. He has played an important role in the Company’s business growth. At A. K. Capital, he has donned several hats and handled placement responsibilities with retirement funds, advisory and structuring of venture capital funds, including fund raising. He is currently handling advisory and business development for private sector companies for their debt resources. His key skill is in successfully understanding the needs of clients with a substantial knowledge of markets and instruments. He has been instrumental in taking the Company to top position as arranger of debt products especially in private placements arena.

Your Company has received a notice in writing from a member proposing the candidature of Mr. Vikas Jain as Director on the Board of the Company. The Nomination and Remuneration Committee and the Board recommend his appointment to the members of the Company.

c) Ms. Aditi Mittal

Ms. Aditi Mittal is a Chartered Accountant by qualification. Aditi has a decade of experience with A.K. Group. Ms. Aditi Mittal has been pioneer in building, managing and engaging teams at A.K. Group to develop strategies both in India and abroad to achieve the Group’s vision of creating a liquid, transparent and vibrant domestic corporate bond market. At A.K. Group, she works on Prime Focus areas i.e. Business Forecasting, Product development, P&L, Key client relationship management and holistic strategic initiatives for the organization’s growth. She was instrumental in the creation of A. K. Stockmart Private Ltd (‘AKSPL’), (a 100% subsidiary of the Company) from inception & now heads AKSPL in the capacity of a Managing Director.

Your Company has received a notice in writing from a member proposing the candidature of Ms. Aditi Mittal as Director on the Board of the Company. The Nomination and Remuneration Committee and the Board recommend her appointment to the members of the Company.

d) Mr. Khimji Shamji Pandav

Mr. Khimji Shamji Pandav is a Chartered Accountant by qualification. Mr. Khimji Shamji Pandav headed the finance function in various companies for more than 33 years and held key posts in the field of Finance and Accounts and also acted as Financial Advisor to CIDCO and MSRDC.

Your Company has received a notice in writing from a member proposing the candidature of Mr. Khimji Shamji Pandav as Independent Director on the Board of the Company. The Nomination and Remuneration Committee and the Board recommend his appointment to the members of the Company.

RESIGNATIONS SINCE LAST ANNUAL GENERAL MEETING

Mr. Deepak Mittal, Whole-time Director of the Company resigned from the Board with effect from February 3, 2018. The same was taken on record by Board at its meeting held on the same day.

Mrs. Anshu, Non-Executive Director tendered her resignation on April 12, 2018. The Board noted her resignation vide circular resolution dated April 12, 2018.

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Deepak Mittal and Mrs. Anshu during their tenure as Directors of the Company.

RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act, 2013, Mr. A. K. Mittal (DIN: 00698377), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The requisite agenda for appointment of Mr. A. K. Mittal is incorporated in the notice of Annual General Meeting.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS

The Members of the Company at their 21st Annual General Meeting held on September 20, 2014 had appointed Mr. Subhash Chandra Bhargava (DIN: 00020021) and Mr. Subhash Chander Madan (DIN: 00785025) as the independent directors of the Company for a period of 5 years commencing from April 1, 2014 to March 31, 2019. In view of same, their tenure shall expire on March 31, 2019.

The Members are also informed that pursuant to the provisions of Section 152, Independent Directors shall be eligible for re-appointment for second term of five years if special resolution is passed by the members of the Company to that effect.

Accordingly, the Nomination and Remuneration Committee and the Board of Directors recommend the re-appointment of Independent Directors for a period of 5 years commencing from April 1, 2019 to March 31, 2024 at their meeting held on August 11, 2018.

The draft resolutions for the re-appointment of the Independent Directors and their detailed profiles have been included in the notice convening the ensuing AGM and details of the proposal for reappointment are mentioned in the explanatory statement of the notice.

Composition of the Board

As on March 31, 2018, the Board of Directors (“’Board”) of your Company comprised of eight Directors of which three are Executive Directors, two Women Directors who are Non-Executive Non-Independent Director and three are Non-Executive Independent Directors. The Chairman of the Company is Non-Executive Independent Director. 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.

Key Managerial Personnel

Pursuant to the resignation of Mr. Deepak Mittal on February 3, 2018, he ceased to be Key Managerial Personnel of the Company.

Further, the Directors have also identified Mr. Ashish Agarwal and Mr. Vikas Jain, Whole-time Directors of the Company as the Key Managerial Personnel of the Company.

The following persons are the Key Managerial Personnel’s (KMP’s) of the Company as per the provisions of Section 203 of the Companies Act, 2013 (the Act) as on March 31, 2018:-

Mr. A. K. Mittal - Managing Director

Mr. Ashish Agarwal - Whole-time Director

Mr. Vikas Jain - Whole-time Director

Mr. Mahesh Bhootra - Chief Financial Officer

Mr. Tejas Dawda - Company Secretary

PERFORMANCE EVALUATION

With the objective of enhancing the effectiveness of the Board, the Nomination and Remuneration Committee formulated the methodology and criteria to evaluate the performance of the Board, its Committee and each Director. The evaluation of the performance of the Board, Committees and each Director is based on the approved criteria laid down in the Performance Evaluation Policy of the Company.

The Independent Directors also held a separate meeting to review the performance of the non-executive directors, the Chairman of the Company, the overall performance of the Board along with its Committees.

The details of performance evaluation conducted during the Financial Year 2017-18 is provided in ‘Report on Corporate Governance’ forming part of the Annual Report

BOARD COMMITTEES

The Board of Directors has four Mandatory Committees, viz.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders’ Relationship Committee

iv. Corporate Social Responsibility Committee

Pursuant to the change in the composition of the Board, the Committees of the Board were re-constituted.

The details of all the Mandatory 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.

NON-MANDATORY COMMITTEE

In addition to the above referred Mandatory Committees, the Board also has the following major Committees of the Board and delegated powers and responsibilities with respect to specific purposes:

i. Banking and Investment Committee

ii. Management Committee

iii. Infrastructure Committee

Details of all the Non-Mandatory Committees along with their composition and terms of reference are provided in ‘Report on Corporate Governance’ forming part of the Annual Report.

MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year under review, the Board met four times. The details of the Board Meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors confirm that they have:

i. Followed the applicable accounting standards in preparation of the annual financial statements for the Financial Year 2017-18 ;

ii. 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, 2018 and of the profit of the Company for the Financial Year 2017-18 ended on that date;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

iv. Prepared the annual accounts on a ‘going concern basis’;

v. Laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively; and

vi. Devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and are operating effectively.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy is attached as Annexure - 1 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under, the Company has in place Corporate Social Responsibility Policy; the same may be accessed at the link given below:

http://www.akgroup.co.in/docs/Policy-CSR Policy-201708221314314005332.pdf

The details of CSR Policy of the Company and CSR activities undertaken during the Financial Year 2017-18 by the Company is attached as Annexure - 2 and forms an integral part of this Report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to Section 177 of the Act, the rules made thereunder and the SEBI Regulations, the Company has in place a Whistle Blower Policy (''Vigil Mechanism'') for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/or misconduct involving the directors, employees and stakeholders. The Policy may be accessed on the Company’s website at the link: http://www.akgroup.co.in/docs/Whistle%20Blower%20Policy%20and%20Establishment%20of%20Vigil%20Mechanism-201804091505003847139.pdf.

There was no instance of such reporting received during the year.

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 2017-18, no case in the nature of sexual harassment was reported at any workplace of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis report for the Financial Year 2017-18 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. PYS & Co. LLP, Chartered Accountants (Firm Registration No.: 012388S/S200048) 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

Your Company has in place adequate internal financial controls with reference to the Financial Statements. Internal Financial control have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessment carried out by management with the help of M/s JMR & Associates, Practicing Chartered Accountant Firm, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

RISK MANAGEMENT

As a diversified enterprise, your Company continues to focus on a system-based approach to business risk management. The management of risk is embedded in the corporate strategies that best match organizational capability with market opportunities, focusing on building distributed leadership and succession planning processes, nurturing specialism and enhancing organizational capabilities. Accordingly, management of risk has always been an integral part of the Company’s Strategy.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to commensurate with the nature of business and size of operations for ensuring:

i. orderly and efficient conduct of business, including adherence to Company’s policies and procedures;

ii. safeguarding of all our assets against loss from unauthorized use or disposal;

iii. prevention and detection of frauds and errors;

iv. accuracy and completeness of accounting records;

v. timely preparation of reliable financial information; and

vi. compliance with applicable laws and regulations.

The policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly as well as provides for adequate checks and balances.

Adherence to these processes is ensured through frequent internal audits. The internal control system is supplemented by an extensive program of internal audit and reviews by the senior management. To ensure independence, the internal audit function has a reporting line to the Audit Committee of the Board.

The Audit Committee of the Board reviews the performance of the audit and the adequacy of internal control systems and compliance with regulatory guidelines. The Audit Committee of Board provides necessary oversight and directions to the internal audit function and periodically reviews the findings and ensures corrective measures are taken. This system enables us to achieve efficiency and effectiveness of operations, reliability and completeness of financial and management information and compliance with applicable laws and regulations.

STATUTORY AUDITORS

M/s. PYS & Co. LLP (Firm Registration No. 012388S/S200048), Chartered Accountants, Statutory Auditors of your Company, were appointed in the 24th Annual General Meeting of the Company held on September 16, 2017 as Statutory Auditors of the Company to hold office for a term of five years until the conclusion of the 29th Annual General Meeting to be held in 2022, subject to the ratification of such appointment by the shareholders of the Company at every consecutive Annual General Meeting. The ratification of appointment of Statutory Auditors for the 2nd year is being sought from the shareholders of the Company at this AGM.

The Auditors have confirmed their eligibility and independence under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, pursuant to the enactment of the Companies (Amendment) Act, 2017, the ratification of Statutory Auditors shall not be required at every Annual General Meeting if the Auditors are appointed for 5 Years by the Members of the Company. In view of the same, Members are required to ratify the appointment of auditors up to the conclusion of 29th Annual General Meeting of the Company.

COMMENT ON AUDITOR’S REPORT

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors, in their Audit report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the Financial Year 2017-18.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of the Company for Financial Year 2017-18. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report is appended as Annexure - 3 to this Report. There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in their report.

PUBLIC DEPOSITS

No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS BY THE COMPANY

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

RELATED PARTY TRANSACTION

All the Related Party Transactions that were entered into during the Financial Year were on arm’s length basis and were in ordinary course of business. Transactions with related parties entered into in the normal course of businesses are periodically placed before the Audit Committee of the Board for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen or repetitive in nature.

Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, material related party transaction to be reported under Section 188(1) of the Companies Act, 2013, in form AOC-2 are enclosed as Annexure - 4 to the Board Report.

All Related Party Transactions as required under Accounting Standards AS-18 are reported in note no. 30 of Notes to the consolidated financial statements and the standalone financial statements of your Company.

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.akgroup.co.in/docs/POLICY%20ON%20MATERIALITY%20AND%20DEALING%20WITH%20RELATED%20PARTY%20TR

ANSACTIQNS-201709141443080587733.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The following material events have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report:

i. A. K. Capital Finance Private Limited, material subsidiary of the Company has issued and allotted 21,500 Non-Convertible Debentures (NCDs) of face value of INR 1 lakh each aggregating to INR 215 Crores, on private placement basis and subsequently the said NCDs are listed on BSE Limited.

ii. The National Housing Bank has granted Certificate of Registration (Reg. No. 04.0167.18) dated April 5, 2018 to Family Home Finance Private Limited, a step-down subsidiary of the Company, to commence business of Housing Finance and matters incidental thereto (without accepting public deposit).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operation in future during the Financial Year 2017-18.

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

The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

The Company has not absorbed any technology.

Your Company has no foreign exchange earnings during the Financial Year 2017-18. 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 FUNDS AND ‘UNDERLYING SHARES’ IN RESPECT OF WHICH DIVIDEND HAS NOT BEEN CLAIMED FOR SEVEN CONSECUTIVE YEARS OR MORE, TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 (6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred as “Rules”), as amended from time to time, members are requested to note that the shares in respect of which dividends have been unpaid or unclaimed for seven consecutive years or more shall be credited to the IEPF Demat Account maintained with depositories. Upon transfer of such shares, all benefits (eg. bonus, spilt, dividend etc.), if any, accruing on such shares shall also be credited to the IEPF Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

In this connection, the Company had sent intimation letters to members in respect of the shares on which dividend had remained unpaid or unclaimed for seven consecutive years or more, requesting them to claim such dividend so as to avoid the corresponding shares being transferred to the IEPF authority. Simultaneously, an advertisement to this effect was published in leading English and Marathi newspapers. The aforesaid Rules also prescribe the procedure to be followed by an investor to claim the Shares / Dividend amount transferred to IEPF. Shares which are transferred to the IEPF Demat Account can be claimed back by the shareholder from IEPF Authority by following the procedure prescribed under the aforesaid Rules.

The information pertaining to unpaid / unclaimed dividends for last seven years and the details of such members whose unclaimed dividend / shares have been transferred to IEPF Authority is also available on the Company’s website www.akgroup.co.in.

In view of the same, the Company has transferred 7,211 Equity Shares on which dividend had remained unpaid or unclaimed for seven consecutive years in favor of Investor Education Protection Fund.

Pursuant to the applicable provisions of Companies Act, 2013 and rules made thereunder, the dividend remaining unpaid/unclaimed for a period of 7 years from the date of its declaration is required to be transferred to Investor Education Protection Fund

Accordingly, all the dividend remained unpaid/ unclaimed for a period of 7 Years amounting to INR 1,72,866 (Indian Rupees One Lakh Seventy Two Thousand Eight Hundred Sixty Six) were transferred to IEPF account.

The details of the same are available on the website of the Company, viz. www.akgroup.co.in

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India on Board Meetings and Annual General Meeting.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Sections 92(3) and 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.

CAUTIONARY STATEMENT

The statements in the Directors Reports and the Management Discussion and Analysis Report describing the Company’s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, are provided in the Annual Report and is attached as Annexure - 6 and forms an integral part of this Report.

Information as required in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by the Members at the Registered Office of the Company between 2.00 p.m. to 4.00 p.m. on any working day (Monday to Friday) upto the date of 25th 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 wish to place on record their deep and sincere gratitude for the valuable guidance and support received from the Depository Participants, Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Auditors of the Company, Other Statutory Bodies. Your Directors would also like to take this opportunity to express their gratitude to the Members of the Company for their trust and support. The Board also wishes to thank the employees of the Company and its subsidiaries at all levels for the dedicated services rendered by them. Your Directors look forward to your continuing support.

On behalf of the Board of Directors

A. K. Mittal Ashish Agarwal

Managing Director Whole-time Director

(DIN: 00698377) (DIN: 08064196)

Place: Mumbai

Date: August 11, 2018

---

Mar 31, 2016

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

The Directors of your Company present the 23^rd 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