A.K.Capital Services Ltd Management Discussions.


Indian Economy went through a series of changes in the past year. From the rolling out of Goods and Services Tax, abolishment of FIPB, amendments to Insolvency and Bankruptcy Code, Recapitalisation of Public Sector Banks, OPEC decision to curb the supply affecting the oil prices to upgradation of Indias rating by Moodys and India moving up 30 ranks to 100 in the World Banks Doing Business Report, the macro-economic scenario has been turbulent.

FY2018 began in an uncertain environment with the economy coming to terms with the impact of demonetisation of I NR 500 and INR 1,000 banknotes and the initial hurdles associated with the implementation of the Goods and Services Tax. Real GDP growth for FY 2018 stood at 6.7%, driven by services sector, construction and pick up in the manufacturing sector. Though the growth in Q4 was at a record 7.7%, on the annual basis, the growth has slowed down for the second consecutive year from 8.2% in FY16 and 7.1% in FY17. Gross fixed capital formation (GFCF) as a component of GDP is stagnant at 28.5% for the last 3 years since FY16 indicating pick up in investment has not yet materialized.

On the external front, current account deficit (CAD) widened in the latest quarter to 1.9% of the GDP. Higher trade deficit (USD 44.1 billion) was attributed to larger increase in merchandise imports relative to exports, specifically due to higher oil imports. Fiscal Deficit slipped to 3.5% of GDP from the initial target of 3.3% but does not fundamentally alter Indias overall fiscal strength. Implementation of GSt will formalize the unorganized sector leading to an increase in formal jobs and better competitiveness. The uniformity of tax structure will bring efficient tax administration and improvement in government finances. Government has mobilised INR 7.41 lakh crore from the Goods and Services Tax (GST) during 2017-18 with the average monthly collection being INR 89,885 crore during the Aug-Mar period. Rising inflation has increased RBIs concern regarding the possibility of it remaining above the medium-term target of 4% in FY2019 leading to monetary tightening by the RBI.

The growth environment

India grew at 7.7% in Q4 making it one of the fastest growing economies over China. Private final consumption expenditure (PFCE) grew by 6.7% in the fourth quarter; Government expenditure (GFCE) also grew by 16.8%. Purchase of Valuables continued to rise at a significant pace, growing by 29.1% over previous year adding to growth in capital formation (GFCF) which increased by 14.4%.

For FY 2018 GDP growth stood at 6.7%, driven by services sector, construction and pick up in the manufacturing sector. Gross Value Added grew by 6.5% in FY18. Industrial production for Fy 18 grew by 4.3% which was higher than the previous years supported by broad based growth across segments, mainly manufacturing sector which indicated highest growth since FY14. The capital goods and consumer nondurables also grew at a highest rate in the past 5 years indicating a sustained uptick in the economy. Overall, the economic fundamentals have fared reasonably well in FY2018 and private investment is poised to rebound in the fiscal year 2019 and employment, education and agriculture will remain the focus in the medium term.

Industry Structure and Bond Market Development

Capital infusion of INR 2.11 lakh crore (1.3% of GDP) in 2 financial years i.e.:- FY 2018 and FY 2019 for the public sector banks (PSBs) was announced to strengthen the balance sheets of the state owned banks through meeting out the capital adequacy requirement under BASEL III norms and revive the overall economy through higher credit offtake. Credit growth outstripped the deposit growth in FY18. The incremental credit-deposit (C-D) ratio for FY18 was around to about 114%. There was a slowdown in deposit accrual on account of other investment avenues such as mutual funds and stock market investments turning more attractive for the better part of the last financial year. March 18 witnessed a mere 8.4% YoY growth in credit, mainly led by personal loans (17.8% YoY) and services (13.8% YoY). Agriculture and allied activities registered stable growth of 3.8% YoY while credit uptake to industry had a slow growth of 0.7% YoY.

RBI shifted the monetary policy stance to neutral from accommodative and maintained it throughout the year and subsequently narrowed the LAF corridor to 25bps in fear of rising inflation due to global spill overs. As on March 31,2018, CRR was at 4%, SLR at 19.50%, repo rate at 6.00%, reverse repo at 5.75% and MSF/bank rate at 6.25%. Strong inflows, positive macro data and weak undertone in dollar index helped the rupee recover in 2017. The exchange rate during FY18 averaged INR 64.45 per US$ after touching an all-time high of INR 63.37 per US$.

FY 17-18 started with the bonds trending upwards as a result of RBI narrowing its LAF corridor to 25bps in the first monetary policy of the year. Retail inflation as well as the wholesale inflation for April was lower than the expectation which along with Govts decision to reduce the expenditure in FY17 to meet the fiscal deficit of 3.5% pushed the bonds yields down from around 7% to 6.80% and thereafter the downward bias continued. Further fall in consumer inflation in June 17 followed by the repo rate cut by RBI to 6.00% brought about a rally in the market. Though there was a rate hike by the Federal Reserve in July 17, the rally did not stop. The bond yields started to trend upwards post September after announcement of the Government of INR 2.11 lakh crore capital infusion towards recapitalization of Public Sector Banks followed with an increase in Indias ranking in the World Banks Doing Business 2018 Report where it reached rank 100 making a jump of 30 ranks. Moodys upgraded Indias issuer rating to Baa2 after a period of 13 years helping the bond yields surge even higher. This was further strengthened by the outcome of the OPEC meeting at the end of November where they decided to extend oil production cuts through the end of 2018 to achieve oil market stability in the interest of all oil producers and consumers. In December, speculation over fiscal slippage fueled the bond market till the Union Budget revised the fiscal deficit target to 3.5% of the GDP from 3.2% set earlier. New 10-year Benchmark was introduced at 7.17% in January. The Government Security Borrowing for FY 18-19 was set at INR 6,05,539 crore. It was decided that instead of front loading the borrowing, as was the norm earlier, only about 48% of the borrowing was to be done in the first half leaving more than 50% of the borrowing for the second half. The benchmark 10-yr paper tightened to 7.40% to end the fiscal year, easing around 75bps from March FY2017.

Indias total debt outstanding is INR 1088.10 billion comprising 75% of sovereign securities and 25% of corporate bonds. Currently, Government bonds dominate the debt market with an advantage of being more liquid and risk free vis-a-vis corporate bonds. In the corporate bond market, issuance by way of Private placement route was almost 90% of the total amount of corporate bonds raised. Public issuance of corporate bonds though initially stagnant, picked up in the second half and will continue into the next financial year. Traditional banking channels have been stressed on account of higher nonperforming assets so corporates have been increasingly tapping the bond markets for their funding requirements.

The business environment is set to improve with structural reforms; SEBI put in place a new framework for consolidation in debt securities as part of its efforts to deepen the corporate bond market. Under the new framework, an issuer will be permitted a maximum of 17 ISINs maturing per financial year and a maximum of 12 ISINs maturing per financial year will be allowed only for plain vanilla debt securities. RBI eased the norms for FPIs to invest in debt especially into individual large corporates increasing the FPIs cap on investment in government security to 30% of the outstanding stock of that security, from 20% earlier.


A. K. Capital Services Limited ("AK Capital/ Company") was incorporated as A. K. Capital Services Private Limited on October 5, 1993 under the Companies Act, 1956 with the Registrar of Companies, N.C.T. of Delhi & Haryana, New Delhi ("RoC"). Pursuant to a special resolution passed by the shareholders on September 30, 1994, the Company was converted from a Private Limited Company to a Public Limited Company and consequently the name of the Company was changed to A. K. Capital Services Limited with effect from December 21,1994. AK Capital 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 and new Corporate Identification Number (CIN) after change in Registered Office is: L74899MH1993PLC274881.

AK Capital, the flagship company of the A. K. Group, has been registered with SEBI as a Category I Merchant Banker since April 1, 1998 and the registration is valid permanently unless suspended/ cancelled by SEBI. AK Capital is one of the countrys leading merchant bank managing private placements as well as public issues of debt. AK Capital is acknowledged for its unmatched management consultancy, advisory services, financial restructuring etc. and is also one of the few merchant bankers who has direct access as counterparty to almost all domestic banks / institutions. AK Capital is primarily engaged in providing various fee-based services such as fund mobilisation through issue of debt, quasi-equity, structured hybrid instruments, etc. for over 200 clients including Indias premier central and state Government undertakings, public and private sector banks, financial institutions and private corporates. AK Capital aspires to facilitate making the debt markets accessible to retail investors and relentlessly strives towards fulfilling its vision of "A bond in every hand".

AK Capital has 5 subsidiaries and one step down subsidiary which conduct their operations through a network of 10 branches spread over 9 cities of India and 1 at Singapore. The group has interests in diversified business fields and the subsidiaries have been incorporated to undertake and specialize each business area.

A. K. Capital Finance Private Limited ("AK Capital Finance"), a subsidiary of AK Capital, is registered with the Reserve Bank of India as a Systematically Important Non Deposit Accepting Non-Banking Financial Company ("NBFC-ND-SI"). A K Capital Finance is engaged in the business of investment and lending activities. The AK Capital Finance primarily operates a hybrid business model, under which the revenue streams comprises of a regular and stable interest income from its growing loan book, fees income and treasury income from its investment book. A.K. Capital Finance is amongst one of the few NBFCs having CBLO (Collateralized Borrowing and Lending Obligation) membership given by the Clearing Corporation of India Limited (CCIL) which enables the AK Capital Finance to access fund on tap against pledge of SLR securities like G-Secs at very competitive cost. AK Capital Finance in its onward lending segment has a strong risk management policies and credit appraisal system in place thereby having maintained strong asset quality, which is reflected by the fact that there are NIL NPAs and ZERO delinquency in its portfolio as on March 31,2018.

Further net worth of AK Capital Finance has exceeded I NR 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, AK Capital Finance also incorporated its subsidiary Company in the name of ‘Family Home Finance Private Limited"

A. K. Stockmart Private Limited ("AK Stockmart"), a wholly owned subsidiary of AK Capital incorporated in 2006, is a full service brokerage house registered with SEBI as a stock broker with NSE and BSE, governed by SEBI (Stock Brokers and Sub Brokers) Regulations, 1992 and is also a SEBI registered Depository Participant with CDSL and NSDL. Besides, AK Stockmart is also registered with SEBI in the wholesale debt market segment of NSE. AK Stockmart is into retail distribution, WDM broking, stock broking and depository services. The company and plays a dominant role in distribution and mobilization of tax free and taxable bonds / debentures/ NCDs offered through public issue route. AK Stockmart is a strong and well-established player in the bond markets. The company has successfully distributed tax-free bonds of major Government entities such as NHAI, IRFC, pFc, REC, NABARD, IIFCL, IREDA etc.

AK Stockmart has also distributed debt public issues of private sector companies such as Mahindra Finance, Reliance Home Finance, Dewan Housing Finance, Indiabulls Housing Finance, Shriram Transport Finance, Shriram City Union Finance, Muthoot Finance, Muthoot Fincorp, SREI Equipment, Manappuram Finance etc.

A. K. Wealth Management Private Limited ("AK Wealth"), incorporated in November 2006 and a wholly owned subsidiary of AK Capital, is registered with SEBI as a Portfolio Management Company. The Company is in process of commencing its operations in providing portfolio management services, private wealth management, asset management, investment advisory and research backed investment solutions to ensure returns commensurate to risk appetite of its clients.

A. K. Capital Corporation Private Limited (‘AK Capital Corporation"), incorporated in November 2006 and a wholly owned subsidiary of AK Capital

A. K. Capital (Singapore) Pte. Ltd. ("AK Singapore"), domiciled in Singapore, was incorporated on July 29, 2013 as a wholly owned subsidiary of AK Capital. Ak Singapore is registered with Monetary Authority of Singapore as a financial services company and provides financial advisory services to its clients across the globe. It offers cross border funding solutions by identifying potential investors to meet the fund raising needs of its clients. AK Singapore also offers the full range of money market operations in India to meet both the lending and borrowing needs of its clients. The AK Singapore research team has conducted in-depth studies of foreign markets and is well-equipped to apply the gained technical information to help accelerate the companys expansion in India and other nascent debt markets.

Family Home Finance Private Limited ("FHFPL"), incorporated in June 2017 and a step down subsidiary of AK Capital is registered with National Housing Bank as a non-deposit taking housing finance company. FHFPL proposes to commence the business of Housing Finance.

Execution and other services

AK Capital has marked a glorious journey of over 24 years and has gained expertise as well as recognition in various facets of the corporate bond markets by undertaking and successfully executing various landmark transactions.

AK Capital has been reckoned as a leading arranger for private placement of secured/ unsecured, senior/ subordinated, redeemable, nonconvertible debentures/ bonds, perpetual bonds, redeemable preference shares, etc. for a diverse profile of issuers comprising of:

a) Central Public Sector Undertakings;

b) State Government Undertakings;

c) Public and Private Sector Banks;

d) Public Financial Institutions;

e) Private Corporates;

f) Non-Banking Finance Companies;

g) Housing Finance Companies;

h) Infrastructure Finance Companies;

i) Infrastructure Development Funds;

j) Core Investment Companies;

k) Infrastructure Developers; and

l) Manufacturing and Services sector companies

In FY 2017-18, AK Capital managed 126 assignments of private placement of debt aggregating to INR 98,696 crores corresponding to a market share of 21%. On a cumulative basis over past decade (01-Apr-2008 to 31-Mar-2018), AK Capital has managed 1,287 assignments of private placement of debt aggregating to INR 7,41,244 crores corresponding to a market share of 26% (Source: PRIME Database).

1. AK Capital has been rated as No. 1 Lead Manager in terms of managing public issues of bonds/ debentures over last decade (01-Apr-2008 to 31-Mar-2018) having managed 73 public issues of debt assignments aggregating to INR 1,35,801 crores corresponding to a market share of 73% (Source: PRIME Database) for countrys premier public as well as private sector companies.

2. AK Stockmart has been rated as No. 1 Mobiliser of subscription in public issues of bonds/ debentures over last decade (01-Apr-2008 to 31-Mar-2018) having mobilized INR 60,839 crores in 102 public issues of debt corresponding to a market share of 19% (Source: PRIME Database).

3. Besides private placements and public issues of debt, the Company and its subsidiaries have demonstrated their progressive presence in undertaking and executing transactions in the following segments:

I. Loan syndication, project financing, syndication of short term debt (CPs etc.)

II. Managing and mobilizing Initial Public Offerings ("IPOs")/ Follow-on Public Offerings ("FPOs")/ Qualified Institutional Placements ("QIPs") of equity shares

III. Syndication for Venture Capital Funds, Syndication for Infrastructure Development Funds, structured hybrid financial products

IV. Asset backed financing, investment and trading in debt securities, loan against property, loan against securities, IPO funding (including debt public issues), real estate funding etc.

V. Trading/investment in Government Securities and Corporate Bonds

VI. Stock broking, WDM broking and Depository services

VII. Providing portfolio management services, private wealth management, asset management and investment advisory

VIII. Retirement fund advisory

IX. Global financial advisory, cross border funding solutions, foreign currency bonds

4. The Company and AK Stockmart have undertaken and executed maximum number and volume of issues of redeemable non-convertible

preference shares for countrys top corporate houses.

5. The Company has successfully executed various landmark financial advisory transactions relating to management and arrangement of funds for Indias leading public sector undertakings.

6. During FY 2017-18, the Company managed on an exclusive basis, the Tier II bond issue aggregating INR 100 crores for a general insurance company (Cholamandalam MS General Insurance Company Limited).

Outlook and Strategy

Over the period, AK Capital, along with its subsidiary companies, has emerged as a specialized boutique in domestic corporate bond market encompassing almost all spheres such as investment banking, private placement and public issue of debt, underwriting, market making, financial advisory, retirement trust solutions, retail distribution, portfolio management, financing against debt securities, hybrid debt structuring and syndication, G-Sec trading and broking, venture capital, project financing etc. In its journey of over two decades, Ak Capital has pioneered and introduced numerous debt and hybrid debt instruments including perpetual bonds, optionally convertible debentures, redeemable preference shares, asset backed debentures, escrow based debentures, unsecured structures, rating linked structures, accelerated redemption structures, zero coupon structures, tax paring structures, loss absorbency embedded structures, discretionary coupon structures, covenant embedded structures etc. Besides institutional syndication, AK Capital has also been instrumental in retail penetration of debt instruments through public offerings.

The Company intends to capitalize on the potential of debt market and act as a catalyst towards building a vibrant and robust corporate bond market. Globally, debt market comprises of large portion of the financial markets. India contributes 3.1% towards the total global GDP, while its share of debt market capital is less than that of 2.00% of the global outstanding debt (Source: IMF). India offers moderate-risk, high- yielding debt investment opportunities to offshore investors.

Indias total debt outstanding is INR 1,08,809 billion (Source: RBI & SEBI), comprising 75% of sovereign securities and 25% of corporate bonds. Currently, Government bonds dominate the debt market with an advantage of being more liquid and risk free vis-a-vis corporate bonds. Also, 90% of corporate bonds are privately placed to institutional investors restricting development of healthy secondary markets.

Crowding out by government bonds is one of the potential obstacles to healthy corporate bond markets. A high level of public debt crowds out corporate borrowing by reducing the appetite of financial institutions.

Earlier around 80-90% of debt in India was in form of bank loans. But mounting NPAs and increased capital requirements under Basel III limited banks lending to corporates, which further opened up bond market as an avenue for financing the requirements of the growing Indian economy. Bond market rates reflect changes in key interest rates by the RBI more efficiently than the bank lending rates. Thus, there is a need for economical capital at interest rates that better reflect monetary policy through tradable bonds.

Currently the economy is showing a healthy growth momentum and fiscal discipline leading to added demand by the foreign and domestic investors which will support the growth of corporate bond market.



• Debt markets have witnessed an exponential growth in the Country over last decade which may be seen from the tables given below: Table-1: Private Placement of Debt (Non-Convertible Debentures/ Bonds)

2017-18 2007-08
Total no. of Issues Amount in INR Total no. of Issues Amount in INR
2,155 6,39,405 609 1,10,971
Growth over last decade : 476%


2017-18 2008-09*
No. of Issues Amount in INR No. of Issues Amount in INR
8 51,673 1 1,500
Growth over the period : 3,345%

* Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, were released by the SEBI vide notification no. LAD-NRO/GN/2008/13/127878 on June 6, 2008. Therefore the period of reference has been taken as FY 2008-09.

• Over past few years, the regulatory authorities have initiated major structural reforms towards building a robust, transparent and vibrant corporate bond markets in India:

a. Allowing FPIs to transact in corporate bonds directly without involving brokers;

b. Allowing FPIs to invest in unlisted corporate bonds;

c. Increase in FPI limits;

d. Increasing the FPIs cap on investment in government security;

e. Mandatory usage of Electronic bidding mechanism in private placement for transparent price discovery;

f. Allowing retail investors to invest in government security;

g. Simplification and rationalization of disclosure requirements for debt public issues;

h. Allowing a maximum of 17 ISINs maturing in any financial year towards promoting depth and liquidity;

i. Re-issuance of debt securities;

j. Market making in debt securities;

k. Repo in corporate bonds;

l. Regulatory framework for issue of Municipal Bonds;

m. Introduction of Electronic Dealing Platform for repo in corporate bonds

n. Accepting corporate bonds under Liquidity Adjustment Facility (LAF) of RBI

o. Enhancement of limit of partial credit enhancement (PCE) to corporate bonds provided by banks to 50%

p. Allowing banks to issue AT1 and Tier 2 bonds by way of Masala bonds

q. Allowing Infrastructure Investment Trusts (InvITs) and Real Estate investment Trust (REITs) to raise debt by issuing debt securities

r. Putting the onus on credit rating agencies to monitor sharing of information by companies with regard to servicing of their debt

s. Introduction of Credit Default Swaps to facilitate hedging of credit risk by the holders of corporate bonds

t. Framework for issuance of rupee-denominated Masala bonds by domestic companies from global markets without assuming currency risk;

Such measures along with growing awareness and acceptability of fixed income securities across investor class are likely to provide impetus to growth of domestic corporate bond markets.


Like any other market:

(a) corporate bond markets are venerable to market risks originating from volatility in interest rates;

(b) operations in corporate bond markets may be vulnerable to competition thereby affecting margins;

(c) besides market risks, corporate bonds may be vulnerable to credit risk;

(d) Growth and performance of domestic corporate bond markets is dependent upon a host of domestic and global macro and microeconomic factors. India offers moderate-risk, high-yielding debt investment opportunities to offshore investors. However any significant tightening of monetary policy rates by the global central banks may lead to flight of capital and pose competition to Indian markets


The consolidated 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.

On standalone basis, your Company earned gross income 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.


Management believes that employees are core assets for our business. We understand that our workforce has a life beyond our doors. Our development activities are focused on creating opportunities that help them achieve the right work-life balance and grow in their respective roles and even beyond them.

Diversity & Inclusion:

At AK Group; diversity is our strength. The Company hires from different cultural and social backgrounds and have a non-discriminatory approach to acquiring talent. Openness and inclusion makes AK Group a place where talented professionals like to work. Our focus is always on developing skills, encouraging talent and helping people do their best. We work with our employees as partners and provide opportunities for high quality learning, get coaching from industrys best and offer a challenging and rewarding workplace.

We intend to develop and sustain a diverse workforce which strives to meet the unique needs of our diverse client base and the sectors in which we operate.

Employee Programs:

We invest in every step of our employees careers and ensure their long term interests remain closely aligned with those of our clients and other shareholders. Our goals are to reinforce the Company culture, maximize individual potential and expand our employees professional opportunities and abilities. We hold varied employee engagement activities, organise skill development workshops and create an environment of openness where learning is always a possibility and asking questions is the norm rather than the exception.


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 organisational 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 Companys Strategy.


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 Companys 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.

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.


The statements made in this report describe the Companys objectives and projections that may be forward looking statement within the meaning of applicable laws and regulations. The actual result might differ materially from those expressed or implied depending in the economic conditions, government policies and other incidental factors which may be beyond the control of the Company.

The Company has obtained all market data and other information from sources believed to be reliable or its internal estimates, although its accuracy or completeness cannot be guaranteed. We are under no obligation to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events and assume no liability for any action taken by anyone on the basis of any information contained herein.