akg exim ltd share price Directors report

Dear

Members of AKG EXIM LIMITED

Your Directors are pleased to present the 17th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31 st March, 2022.

FINANCIAL HIGHLIGHTS:

The Financial highlights for the year under review are given below: -

	Consolidated (Rs. in Lakhs)		Standalone (Rs. In Lakhs)
Particulars	For the year ended 31st March, 2021	For the year ended 31st March, 2022	For the year ended 31st March, 2021	For the year ended 31st March, 2022
Total Income	10,457.90	18,679.95	7,887.49	12,404.30
Total Expenses	10,280.94	18,438.09	7,742.40	12,228.81
Profit before Exceptional and Extraordinary Item	176.96	241.86	145.09	175.49
Prior Period Items	-	-	-	-
Profit Before Tax	176.96	241.86	145.09	175.49
Tax Expense:
Current Tax	40.82	48.82	21.31	48.02
Deferred Tax	-0.42	-0.86	-0.42	-0.86
Taxes of Earlier Years	-	-	-	-
Profit After tax	1 36.46	193.90	123.36	127.53

YEAR UNDER REVIEW:

On Standalone basis for the year 2021-22, your Company has achieved a Net Profit after tax of Rs.127.53 Lacs as against Rs. 123.36 Lacs in the year 2020-21. The total turnover including other income for the year 2021 -22 stood at Rs. 12,404.30 Lacs as compared to Rs. 7,887.49 Lacs for the year 2020-21.

Your Company has achieved a consolidated turnover of Rs. 18,679.95 lacs during the year under review as against the consolidated turnover of Rs. 10,457.90 Lacs in the last year 2020-21.

DIVIDEND:

The Board of Directors has not recommended any Dividend on paid up share capital during the year ended 31st March, 2022.

CHANGE IN CAPITAL STRUCTURE:

The Authorized Share Capital of your Company as on 31st March, 2022 stood at Rs. 32,50,00,000/- divided into 3,25,00,000 equity shares of Rs.10/- each.

The Issued & Subscribed Paid-Up Share capital of the Company as on 31 st March, 2022 stood at to Rs. 10,59,21,920/- divided into 1,05,92,192 equity Shares of Rs. 10/- each.

During the year under review,

- The Authorized Share Capital has been increased from Rs. 10,75,00,000 divided into 1,07,50,000 equity shares of Rs. 10/- each to Rs.32,50,00,000/- divided into 3,25,00,000 equity shares of Rs.10/- each w.e.f. 7th December, 2021 as approved by the shareholders of the Company through postal ballot, the result of which was declared on 8th December, 2021.

TRANSFER TO GENERAL RESERVE:

During the year under review, your directors have not transferred any amount to general reserves.

TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND:

As per the provisions of Section 125 of the Companies Act, 201 3, deposits / dividend remaining unclaimed for a period of seven years from the date they become due for payment have to be transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

During the year under review, there has been no any unclaimed deposit/dividend remaining to transfer.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant and material orders have been passed by the regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

DETAILS OF SUBSIDIARY COMPANIES:

During the Financial Year 2021 -22, your Company had below mentioned Subsidiary Companies.:

1. M/s. BKS Metalics Pvt. Ltd.

2. M/s. ASRI Trade Pte. Ltd.

A separate statement containing the salient features of Financial Statements of subsidiaries of your Company prescribed in Form AOC-1 forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended) is set out as "Annexure I" to this Report,

In accordance with Section 1 36 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and the financial statements of each of the subsidiary companies, are available on our website at www.akg-global.com. The Companys Policy for determining material subsidiaries may be accessed on the website of the Company at www.akg-global.com.

The Company does have only one material subsidiary which is M/s. ASRI Trade Pte. Ltd. as per aforesaid policy.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal Financial Control ("IFC") means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

During the Year under review, the system and controls of your Company are audited by the Internal Auditor and their findings and recommendations are reviewed by the Audit Committee which ensures timely implementation.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 201 3 and the Rules framed thereunder either to the Company or to the Central Government.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PUBLIC DEPOSITS:

During the Financial Year 2021-22, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 as amended upto date.

STATUTORY AUDITORS:

M/s. Sharma Sharma & Co., Chartered Accountants (having FRN 009462N), New Delhi vide itss resignation letter dated 28th September, 2021 had tendered their resignation from the post of Statutory Auditors of the Company due to their inability to continue to act as a Statutory Auditors.

Accordingly, the Board of Directors in its meeting held on 30th October, 2021 appointed M/s Dharam Taneja Associates, Chartered Accountants as Statutory Auditor of the Company and recommended their appointed to the Shareholders.

The Members of the Company through postal ballot held on 7th December, 2021 approved the appointment of M/s Dharam Taneja Associates, Chartered Accountants, (FRN-003563N), as the Statutory Auditors of the Company to hold the office upto the office till the conclusion of 17th Annual General Meeting (AGM) to be held in the calendar year 2022.

M/s Dharam Taneja Associates, Chartered Accountants, (FRN-003563N) will complete their present term on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘the Act) read with the Companies (Audit and Auditors) Rules, 2014 as amended.

The Board of Directors of the Company at its meeting held on 3rd September, 2022, on the recommendation of the Audit Committee, has considered to recommend the appointment of M/s Dharam Taneja Associates, Chartered Accountants, (FRN-003563N), as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of this AGM till the conclusion of the 22nd AGM subject to the approval of members of the Company at this AGM.

On the recommendation of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration of M/s Dharam Taneja Associates, Chartered Accountants, (FRN-003563N), as set out in the Resolution relating to their appointment. The Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Companys operating segments, market standing of the firm, clientele served, technical knowledge etc., and found M/s Dharam Taneja

Associates, Chartered Accountants, (FRN-003563N), to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

As per the requirement of the Companies Act, 2013 (the ‘Act), as amended, M/s Dharam Taneja Associates, Chartered Accountants, (FRN-003563N), have given their consent to act as the Statutory Auditors of the Company and confirmed that the appointment, if made, would be within the limits specified under Section 141 (3)(g) of the Act and it is not disqualified to be appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of the Act and the rules made thereunder.

The Company had received a certificate from the Auditors to the effect that the appointment is in accordance with the limits specified under Section 1 39(9) and Section 141 of the Companies Act, 201 3. M/s Dharam Taneja Associates, has confirmed that they are not disqualified from continuing as Auditors of the Company.

STATUTORY AUDITORS REPORT:

The Auditors have issued an unmodified opinion on the Financial Statements (Standalone & Consolidated) for the financial year ended 31 March 2022. The Auditors Report (Standalone & Consolidated given by the Auditor for the financial year ended 31 March 2022 on the financial statements of the Company forms part of this Annual Report.

There being no reservation, qualification, adverse remarks in the Auditors Report, no further explanations are required.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), your Board at its Meeting held on 29th June, 2021 appointed Mr. Gagan Goel, (ICSI Membership No. FCS 3381 and C. P. No. 4882), Proprietor of M/s. Gagan Goel & Co., Practicing Company Secretaries, New Delhi as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the financial year ended March 31,2022 and to submit Secretarial Audit Report.

The Secretarial Audit Report for the financial year 2021-22 is annexed herewith as "Annexure II." The Board of Directors in its meeting held on 3rd September, 2022 considered the same and ensured that the compliance shall be done in line with applicable regulations and effective steps shall be taken for the compliances for the Company and its subsidiary Company.

INTERNAL AUDITOR AND INTERNAL AUDIT REPORT:

M/s. Meenakshi Gujral & Co., Chartered Accountants (having FRN 0151 33N), Delhi had tendered their resignation vide itss resignation letter dated 15th October, 2021. In accordance with provisions of Section 1 38 of the Companies Act, 2013 and rules framed thereunder, your Company has appointed M/s. Sharma Sharma & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2021-22 and takes their suggestions and recommendations to improve and strengthen the Internal Control Systems.

The Internal Audit Report for the financial year 2021-22 has been discussed in the Board Meeting of the Company, which did not contain any qualification, reservation or adverse remark. There has been no observation in the Internal Audit Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

EXTRACT OF THE ANNUAL RETURN:

The Annual Return of the Company as on 31 March 2022 in Form MGT - 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.akg-global.com.

DIRECTORS:

During the year under review, there was change in the composition of the Board of Directors of your Company as given below:

(A) RESIGNATION:

During the year under review, Mr. Kartik Guglani has given his resignation on 14th January, 2022 as an Independent Director of the Company which has been taken on record by the Board of Directors in its meeting held on 3rd February, 2022.

(B) RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rahul Bajaj, Executive Director (DIN: 03408766), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offered himself for re-appointment.

The matter of appointing him, as Non-Executive Director, appears as an Agenda in the Notice of the 17th Annual General Meeting.

A brief profile of the above-named Director seeking appointment at the ensuing Annual General Meeting of the Company has been provided in the Notice of the 17th Annual General Meeting.

(C) INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of the section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR.

The Board of Directors has considered the integrity, expertise and experience (including the proficiency) of Mr. Rakesh Mohan (DIN: 07352915) who was recommended to be reappointed as an Independent Director on the recommendation of Nomination and Remuneration Committee subject to the approval of shareholders of the Company at the ensuing 17th AGM for further period of 5 years (2nd Term) w.e.f. 4th January, 2023.

The matter for reappointing him, as an Independent Director, appears as an Agenda in the Notice of the 17th Annual General Meeting. A brief profile of the above-named Director seeking reappointment at the ensuing Annual General Meeting of the Company has been provided in the Notice of the 17th Annual General Meeting.

KEY MANAGERIAL PERSONNEL(S) (KMP):

Pursuant to Section 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, In addition to Managing Director, the Company has employed the Company Secretary and Chief Financial Officer of the Company as Key Managerial Personnel.

Based on the recommendation of the Nomination and Remuneration Committee of the Board, Ms. Mahak, a Qualified Company Secretary, was appointed by the Board of Directors at its meeting held on 3rd February, 2022 as the Company Secretary & Compliance Officer and KMP of the Company, w.e.f. 3rd February, 2022.

During the year under review, Ms. Pragati Parnika, Company Secretary resigned w.e.f. 16th November, 2021 which was taken on record by the Board of Directors in its meeting held on 3rd February, 2022.

Following were the KMP during the Financial Year ended 3 1st March, 2022

Name and Designation	Date of change
Ms. Pragati Parnika (Company Secretary)	16th November, 2021 (Resignation)
Ms. Mahak (Company Secretary)	3rd February, 2022 (Appointment)
Mr. Mahima Goel (Managing Director)	No change during the year
Mr. Rahul Bajaj (Chief Financial Officer)	No change during the year

COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director during the year ended 3151 March, 2022:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholder Relationship Committee

> Sub-Committee

Details of all the above Committees of the Board are as follows;- AUDIT COMMITTEE:

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations.

The Audit Committee of your Company comprises of the following members:-

Mr. Rakesh Mohan	Chairman
Mrs. Mahima Goel	Member
Mr. Kartik Guglani	Member (upto 14th January, 2022)
Mr. Rao Laxman Singh	Member (w.e.f. 25th January, 2022)

Apart from Mrs. Mahima Goel, all other Committee members are Independent Directors. Members of the Audit Committee possess financial/accounting expertise/ exposure.

During the year under review, there was no such recommendation of the Audit Committee which was not accepted by the Board.

Number of meetings held during the year under review, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of your Company has duly constituted a Nomination & Remuneration Committee in compliance with the provisions of Section 1 78 of the Act, the Rules framed thereunder read with Regulation 19 of the Listing Regulations which amongst others is responsible for identifying and recommending persons who are qualified to become directors or appointed as part of senior management of the Company and laying down remuneration policy.

The Nomination and Remuneration Committee of your Company comprises of the following Directors as members:-

Mr. Rakesh Mohan	Chairman
Mr. Rao Laxman Singh	Member
Mr. Kartik Guglani	Member (upto 14th January, 2022)
Mr. Rajeev Goel	Member (w.e.f. 25th January, 2022)

During the year under review, there was no such recommendation of the Nomination & Remuneration Committee which was not accepted by the Board.

Number of meetings held during the year under review, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the shareholders pursuant to Regulation 20 of the Listing Regulations.

The Stakeholder Relationship Committee of your Company comprises of the following Directors as members: -

Mr. Rakesh Mohan	Chairman
Mr. Rao Laxman Singh	Member
Mr. Kartik Guglani	Member (upto 14th January, 2022)
Mr. Rajeev Goel	Member (w.e.f. 25th January, 2022)

SUB COMMITTEE:

The Board had constituted the Sub Committee for dealing with the day-to-day matters of the Company. The Committee of your Company comprises of the following members: -

Mr. Rajeev Goel	Chairman
Mrs. Mahima Goel	Member

INDEPENDENT DIRECTORS MEETING:

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 201 3 and Regulation 25 was held on 3rd February 2022.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In Compliance with Regulation 25(7) of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the company has put in place the familiarization program for the Independent directors to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, roles rights and their responsibilities and any other relevant matters if any through various programs.

The Policy on Familiarization programs for independent directors adopted by the Board is also available on the companys website at www.akg-global.com.

CORPOARTE SOCIAL RESPONSIBILITY:

During the year under review, the provisions of the Section 135 of the Companies Act, 2013 are not applicable on the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Pursuant to Section 1 34(3)(b), details of Board Meetings held during the year are given in the report on Corporate Governance which forms part of this Annual Report.

During the year ended 31st March, 2022, the Board of Directors of your Company met Four (04) times details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 201 3.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

As a part of its philosophy of adhering to the highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transaction in ordinary course of business and on arms length basis. In line with the Companies Act, 2013 and Listing Regulations, the Board has approved the policy on related party transaction and the same is placed on the website of the Company.

During the year under review, your Company has entered into any contract or arrangements or transactions with related parties.

During the financial year 2021-22, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered were on an arms length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results - Not Applicable.

Form AOC-2 pursuant to Section 1 34(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure III" to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

DETAILS OF LOANS:

During the year under review, No Loans provided by your Company, under Section 186 of the Companies Act, 2013 read with The Companies (Meeting of Board and its Powers) Rules, 2014.

DETAILS OF INVESTMENTS:

During the year under review, your Company has not made the investment under Section 186 of the Companies Act, 201 3 read with The Companies (Meeting of Board and its Powers) Rules, 2014.

DETAILS OF GUARANTEES & SECURITIES:

During the year under review, your Company has not given any guarantee or provided any security to any person or Body Corporate in accordance with Section 186 of the Companies Act, 201 3 read with the rules issued thereunder.

RISK MANAGEMENT:

Your Company has evaluated a risk management to monitor the risk management plan for the company. They ensures that all the risks are timely defined and mitigated in accordance with the risk management process including identification of elements of risk which might threaten the existence of your Company.

NOMINATION & REMUNERATION POLICY:

The salient features of the Nomination and Remuneration Policy of the Company and other matters provided in Section 178(3) of the act are set out in the Corporate Governance Report which forms part of this Annual Report.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the act and Listing Regulations. The Nomination and Remuneration Policy is available on the website of the Company at www.akg-global.com.

The remuneration paid to the directors, key managerial personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has in place an established and effective mechanism called the Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The mechanism under the policy has been appropriately communicated within the Company. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

The concerned employees can directly access the Vigilance Officer/ Managing Director/ Chairman of the Audit Committee through e-mail, writing and telephone for reporting the matter.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the premises of the Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. In view of the same, your Company has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, your Company has not received any complaint from any of its employee, hence, no complaint is outstanding for redressal.

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 THE REPORT

During the year under review there have been no other material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31 st March 2022 and the date of this report.

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

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 201 3 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption is not applicable to the Company as the Company is not involved in any manufacturing processing. The Company mainly engaged in the Trading of various products.

Foreign exchange earnings of the Company during the year were Rs. 14.87/- (INR in Lakhs) and outgo during the year was Rs. 13.74 /- (INR in Lakhs).

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company is well equipped with adequate internal financial controls. The Company has a continues monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanism followed by the Company.

The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at the registered office of the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

DEMATERIALSATION OF SHARES:

99.98% equity shares of the Company are in Demat form.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations read with Schedule V thereto, a separate Corporate Governance Report of your Company for the Financial Year ended March 31, 2022 is annexed as "ANNEXURE- IV" along with a certificate from M/s. Dharam Taneja Associates, Chartered Accountants confirming compliance with requirement of corporate governance forms an integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management discussion and analysis report has been separately furnished in the Annual Report and is annexed as "ANNEXURE-V".

COMPLAINCE WITH SECRETRIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1 and SS2} respectively relating to meetings of Board and Committees which have mandatory applications.

PARTICULARS OF EMPLOYEES:

During the year under review, No any employees were in receipt of remuneration of Rs. 1.20 Crores or more per annum or Rs. 8.50 Lakhs per month if employed for part of the year, hence, the particulars required to be reported under Rule 5(2) and Rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEES RELATIONS

During the year under review the relations with the employees has been cordial. Your directors place on record their sincere appreciation for services rendered by the employees of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Act, Yours Directors to the best of their knowledge and belief hereby confirms that:

(i.) in the preparation of the annual accounts for the year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii.) they 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 31st March, 2022 and of the profit of the Company for the year ended on that date;

(iii.) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv.) they have prepared the annual accounts on a "going concern" basis;

(v.) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi.) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and Committees was carried out.

Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

The Independent Directors at their separate meeting review the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and NonExecutive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation of all the Directors, the Board and Committees as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this annual report

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

INDIAN ACCOUNTING STANDARDS:

During the year under review, your Company has been migrated from SME (EMERGE) Platform of National Stock Exchange of India Limited (NSE) to the Main Board of NSE as on 16th February, 2021. Therefore, it has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 201 3 and the general circulars issued by the Ministry of Corporate Affairs from time to time.

ACKNOWLEDGEMENT:

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to the company by its bankers, financial institutions, and government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support in the Companys growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders

By Order of the Board of Directors
For AKG Exim Limited
Sd/-	Sd/-
MAHIMA GOEL	RAHUL BAJAJ
MANAGING DIRECTOR	CFO & DIRECTOR
DIN: 02205003	DIN:03408766
Place: Gurugram
Date: 3rd September, 2022