AKG Exim Ltd Directors Report.

To, The Members AKG EXIM LIMITED

Your Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

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

Standalone (Rs. In Lacs)
Particulars For the year ended 31st March, 2018 For the year ended 31st March, 2019
Total Income 11235.09 11839.89
Total Expenses 11087.37 11689.24
Profit before Exceptional and 147.72 150.65
Extraordinary Item
Prior Period Items - -
Profit Before Tax 147.72 150.65
Tax Expense:
Current Tax 41.93 30.72
Deferred Tax 3.72 11.64
Taxes of Earlier Years - -
Profit After tax 102.07 108.29

YEAR UNDER REVIEW

On Standalone basis for the year 2018-19, your Company has achieved a Net Profit after tax of INR 108.29 Lacs as against INR 102.07 Lacs in the year 2017-18. The total turnover including other income for the year 2018-19 stood at INR 11839.89 Lacs as compared to INR 11235.09 Lacs for the year 2017-18 indicating a growth of 5.34%

During the year 2018-19, revenue from operations increased to INR 11779.22 Lacs as compared to INR 11182.12 Lacs in 2017-18.

DIVIDEND

The Board of Directors has not recommended any Dividend on paid up share capital during the year ended 31st March, 2019.

CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been change in the paid Capital of the Company due to Initial Public Offering (IPO). The paid-up capital of the Company has been increased from 4840120 equity Shares of Rs. 10/- each to 6610120 equity Shares of Rs. 10/- each

TRANSFER TO GENERAL RESERVE

During the year under review, Rs. 108.30 Lacs has been transferred to General Reserve.

TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act, 2013, 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.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

During the Financial Year 2018-19, your Company has no Subsidiary, or associates or any Joint venture Companies.

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.

PUBLIC DEPOSITS

During the Financial Year 2018-19, 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.

AUDITORS

M/s. Sharma Sharma & Co., Chartered Accountants, (Registration No. 009462N), Statutory Auditors were appointed for 3 (Three) Financial Years upto FY 2020-2021 and in view of the first proviso to Section 139 of the Companies Act, 2013,. Your Company has received an eligibility letter from the auditors to the effect that the ratification of their appointment, would be in accordance with Sections 139 and 141 of the Companies Act, 2013.

AUDITORS REPORT

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Neelam Bansal & Associates, Practicing Company Secretaries and Proprietor of Ms. Neelam Bansal, Company Secretaries to conduct Secretarial Audit for the Financial Year 2018-19.

There are some observations in the Secretarial Audit Report issued by M/s. Neelam Bansal & Associates and Report of the Secretarial Audit is set out herewith as an Annexure- B to this Report. The Board reply on the Observations are as follows:

- The Board will ensure the said compliance in future;

- The Board will ensure the website of Company is updated with required information;

- The Board will ensure the compliance on time and also there has been no instance of any penalty thereafter, the penalty was imposed since the management was not aware of the requisite compliances.

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

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies(Management and Administration) Rules, 2014, the relevant extract of the Annual Return as at 31st March, 2019 is set out as an Annexure- A to this Report.

DIRECTORS

(A) RESIGNATION

During the year under review, there was change in the composition of the Board of Directors of your Company.

During financial year, Mr. Arun Kumar Goyal (DIN: 01061882) has resigned from the position of Independent Director of your Company in its meeting held on the 9th February, 2019.

(B) APPOINTMENT

After the end of previous financial year, Mr. Rahul Bajaj (DIN: 03408766) was appointed as an Additional Independent Director of your Company in its meeting held on the 27th July, 2019.

The matter of appointing him, as regular Independent Director, appears as an Agenda in the Notice of the 14th 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 14th Annual General Meeting.

(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, Mrs. Mahima Goel, Executive Director (DIN:02205003), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment.

(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 Companies Act, 2013.

LISTING OF SHARES

The Companys Shares are listed on SME Platform of National Stock Exchange of India Limited dated 25th September, 2019, with ISIN INE00Y801016.

KEY MANAGERIAL PERSONNEL(S)

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.

COMMITTEES OF THE BOARD

The Committees of the Company has been reconstituted due to resignation of Mr. Arun Goyal dated 9th February, 2019 and appointment of Mr. Rahul Bajaj as an Independent Director on 27th July, 2019. At present, there are Four (4) Committees of the Board of your Company:-

• Audit Committee

• Nomination & Remuneration Committee Stakeholder Relationship Committee Sub-Committee

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

AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013.

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

Mr. Rakesh Mohan Chairman

Mrs. Mahima Goel Member

Mr. Rahul Bajaj Member

Apart from Mrs. Mahima Goel, all other Committee members are Independent. 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.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013, 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 Member
Mr. Laxman Singh Yadav Member
Mr. Rahul Bajaj Member

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the shareholders. The Stakeholders Relationship Committee was reconstituted vide resolution passed at the meeting of the Board of Directors held on 27th July, 2019.

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

Mr. Rakesh Mohan Member
Mr. Laxman Singh Yadav Member
Mr. Rahul Bajaj Member

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

Independent Directors of the Company met one time during the year on 31st March, 2019 as per Regulation 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

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

During the year ended 31st March, 2019, the Board of Directors of your Company met Ten (10) times viz. on the 6th April, 2018; 16th May, 2018; 23rd May, 2018; 31st May, 2018; 25th June, 2018; 11th August, 2018; 19th September, 2018; 15th November, 2018; 24th November, 2018; and 9th February, 2019. The maximum gap between two meetings was not more than one hundred twenty days.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year under review, Company has not been entered into any contract or arrangements or transactions with new/other related parties.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENT

The details of Loans, Guarantee and Investments under Section 186 of the Companies Act, 2013 read with The Companies (Meeting of Board and its Powers) Rules, 2014, are as follows:-

INVESTMENT

During the year under review, your Company has not made investment in any Equity Shares of the Company.

GUARANTEE AND LOANS

During the year under review, the Company has not given guarantee or loan to any person or Body Corporate in accordance with Section 186 of the Companies Act, 2013 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.

VIGIL MECHANISM

The Company has in place an established and effective mechanism called the Vigil Mechanism Policy. 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

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

• Ms. Jagriti Mendiratta has resigned as the Company Secretary of the Company w.e.f. 24thNovember, 2018.

• Ms. Simpal Kumari has appointed as the Company Secretary of the Company w.e.f. 24thNovember, 2018.

• Mr. Arun Kumar Goyal (DIN: 01061882)has resigned as an Independent Director of the Company w. e. f. 9th February, 2019.

• Mr. Rahul Bajaj (DIN: 03408766)was appointed as an Additional Independent Director of your Company in its meeting held on the 27th July, 2019.

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, 2013 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 (Export of non-Basmati Rice and Import of Metal Scraps). Foreign exchange earnings of the Company are Rs. 3406.59 Lacs and outgo are Rs. 4514.84 Lacs.

AUDITORS

STATUTORY AUDITOR

The Shareholders of the Company had appointed M/s. Sharma Sharma & Co.; Chartered Accountants (Firm Registration No. 009462N), New Delhi as the statutory auditor of the Company for the 3 years commencing from 01/04/2018 to 31/03/2021 in 13th Annual General Meeting held on 20th July, 2018.

SECRETARIAL AUDITOR

As required under provision of section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. Neelam Bansal & Associates; Practicing Company Secretaries as Secretarial auditor of the Company for conducting the Secretarial Audit for the financial year 2018-19.

There are some observations in the Secretarial Audit Report issued by M/s. Neelam Bansal & Associates and Report of the Secretarial Audit is set out herewith asAnnexure- Bto this Report. The Board reply on the Observations are as follows:

- The Board will ensure the said compliance in future;

- The Board will ensure the website of Company is updated with required information;

- The Board will ensure the compliance on time and also there has been no instance of any penalty thereafter, the penalty was imposed since the management was not aware of the requisite compliances.

INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act, 2013 and rules framed thereunder, your Company has appointed Ms. Esha Behl; Chartered Accountants as an Internal Auditors of the Company for the Financial year 2018-19 and takes their suggestions and recommendations to improve and strengthen the Internal Control Systems.

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

DEMATERIALSATION OF SHARES

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

CORPORATE GOVERNANCE

Pursuant with Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Clause 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Paid-up Capital of the Company is less than Rs. 10 Crores and the Net Worth of the Company is less than Rs. 25 Crores.

Also, the provisions of Corporate Governance are not applicable on the Companies whose Shares are Listed at Small and Medium Platform. Since, the Equity shares of the Company are listed at SME Platform of NSE (NSE Emerge), Hence the provision of Corporate Governance report are not applicable on Company.

COMPLAINCE WITH SECRETRIAL STATNDARDS

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.

ANNUAL RETURN

The Annual Return of the Company shall be placed on the website of the Company and can be assessed at www.akg-global.com. Pursuant to the provisions of section 92(3) of the Companies Act, 2013 as amended by the Companies Act, 2017.

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.

DIRECTORS RESPONSIBILITY STATEMENT

Yours Directors state that:

In the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a “going concern” basis;

The Directors 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

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

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairman of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

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.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, regulatory and government authorities for their continued support.

By Order of the Board of Directors
For AKG Exim Limited
Sd/- Sd/-
RAJEEV GOEL MAHIMA GOEL
Place: New Delhi MANAGING DIRECTOR DIRECTOR
Date: 27th July, 2019 DIN: 01507297 DIN: 02205003