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)

Consolidated financial highlights of the Company

(INR in Crore except per share data)

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