To,
The Members of
AAYUSH ART AND BULLION LIMITED (Formerly known as AKM Creations Limited)
Your Directors have pleasure in presenting the 17th Directors' Report on the
business and operations of AAYUSH ART AND BULLION LIMITED (The Company) together
with the Audited Financial Statements of Accounts of the Company for the Financial Year
ended March 31, 2026
1. Financial Result:
| Particular |
FY 2025-26 |
FY 2024-25 |
| Total Income |
21,636.70 |
7,378.30 |
| Total Expenditure |
20,565.40 |
7,137.05 |
| Profit / (Loss) Before Tax |
1,071.31 |
241.23 |
| Less: Tax Expense |
|
|
| Current Tax |
275.07 |
61.45 |
| Tax of Earlier Period Provided/ Written back |
5.76 |
- |
| Deferred Tax |
1.31 |
(0.88) |
| Profit / (Loss) After Tax |
789.17 |
180.66 |
| Earning per Equity Share (Face Value Rs. 10) Basic |
5.15 |
1.29 |
| Diluted |
5.15 |
1.29 |
2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:
During the financial year ended 31st March, 2026, the Company recorded a total revenue
of INR 21,636.70 lakhs (Rupees Twenty-One Thousand Six Hundred Thirty-Six Lakhs and
Seventy Thousand only) as compared to INR 7,378.30 lakhs (Rupees Seven Thousand Three
Hundred Seventy-Eight Lakhs and Thirty Thousand only) in the previous financial year.
Further, during the year under review, the Company earned a Net Profit of INR 789.17
lakhs (Rupees Seven Hundred Eighty-Nine Lakhs and Seventeen Thousand only) as against a
Net Profit of INR 180.66 lakhs (Rupees One Hundred Eighty Lakhs and Sixty-Six Thousand
only) in the previous financial year, reflecting a significant improvement in the
Company's financial performance.
3. SHARE CAPITAL STRUCTURE OF THE COMPANY:
AUTHORIZED CAPITAL:
During the year under review, the Authorized Share Capital from is Rs. INR 17,00,00,000
(Indian Rupees Seventeen Crore only) divided into 1,70,00,000 (One Crore Seventy Lakh
Only) Equity Shares of Rs. 10 each.
PAID UP CAPITAL AND CHANGES THEREON, IF ANY:
The Issued, Subscribed and Paid-up capital is Rs. 15,31,21,750 /- (Rupees Fifteen Crore
Thirty-One Lakh Twenty-One Thousand Seven Hundred Fifty only) divided into 1,53,12,175
(One Crore Fifty-Three Lakh Twelve Thousand One Hundred Seventy-Five) equity shares of Rs.
10/- (Rupees Ten only) each.
4. DEPOSITS:
During the reporting period, your Company has not accepted any deposits, falling within
the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014
5. DIVIDEND
The Board of Directors did not recommend any dividend for the year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION 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.
7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
During the financial year ended 31st March, 2026, the Company has transferred its
entire profit of INR 789.17 lakhs (Rupees Seven Hundred Eighty-Nine Lakhs and Seventeen
Thousand only) to the Retained Earnings of the Company.
8. CHANGE IN THE NATURE OF BUSINESS. IF ANY:
During the financial year under review, there was no change in the nature of the
business of the Company.
9. REVISION OF FINANCIAL STATEMENT. IF ANY:
There was no revision in the financial statements of the Company.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of the report, your company has the following
Directors and Key Managerial Personnel:
| Name of Director |
Designation |
DIN/ PAN |
Date of Appointment |
Date of Cessation |
| 1 Mr. Maulik Rajendrabhai Shah |
Managing Director |
10297944 |
13/03/2024 |
23/07/26 |
| 2 Mr. Mehal Bipinchandra Raval |
Additional Director |
10797136 |
23/07/2026 |
- |
| 3 Mr. Piyush Parmar |
Director |
09634827 |
13/03/2024 |
- |
| 4 Ms. Bhavnaben Prahaladbhai Trivedi |
Director |
11048317 |
21/05/2025 |
- |
| 5 Mr. Afsar Khan Ismail |
Independent Director |
11189994 |
16/07/2025 |
- |
| 6 Mr. Dharmesh Pravinbhai Sanghvi |
Independent Director |
10297944 |
04/09/2025 |
- |
| 7 Ms. Bhagyashri Shyambihari Agrawal |
CFO |
AURPA9823A |
07/07/2025 |
- |
| 8 Mr. Pankaj Kumar Rawat |
Company Secretary & Compliance Officer |
AVMPR0513N |
24/01/2024 |
15/04/2026 |
During the year under review, following changes were made in the composition Board of
Directors and KMP of the Company.
• Ms. Bhavnaben Prahaladbhai Trivedi (DIN: 11048317) appointed as Non-Executive
Director of the Company with effect from May 21, 2025.
• Ms. Punam Anil Mohod (DIN 10692712) resigned from the post of Director with
effect from May 21, 2025.
• Ms. Bhagyashri Shyambihari Agrawal appointed as Chief Financial Officer (CFO) of
the Company with effect from July 07, 2025.
• Mr. Afsar Ismail Khan (DIN: 11189994) appointed as Non-Executive Independent
Director of the Company with effect from July 16, 2026.
• Mr. Pradipbhai Rathod (DIN: 10429763) resigned from the post Director with
effect from July 16, 2025.
• Mr. Dharmesh Pravinbhai Sanghvi (DIN: 10297944) appointed as Non-Executive
Independent Director of the Company with effect from September 04, 2025.
Further, after the closure of the Financial Year, following changes were made in the
composition of Board of Directors and KMP of the Company:
• Mr. Pankaj Kumar Rawat terminated from the post of Company Secretary &
Compliance Officer with effect from April 15, 2026.
• Mr. Maulik Rajendrabhai Shah resigned from the office of Managing Director with
effect from July 23, 2026.
• Mr. Mehal Bipinchandra Raval was appointed as an Additional Executive Director
in the category of Managing Director with effect from July 23, 2026. The Board recommends
his regularization as the Managing Director of the Company for approval by the Members at
this Annual General Meeting.
Retirement by Rotation
In terms of provisions of Section 152 of the Companies Act, 2013, Ms. Bhavnaben
Prahaladbhai Trivedi (DIN: 11048317), Non-Executive Director is liable to retire by
rotation and, being eligible, has offered herself for re-appointment in this AGM of the
Company.
11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year under review 08 (Eight) meetings of the Board of
Directors were held. The dates on which the said meetings were held:
• 21.05.2025
• 30.05.2025
• 07.07.2025
• 16.07.2025
• 04.09.2025
• 13.11.2025
• 13.01.2026
• 09.02.2026
The intervening gap between any two Meetings was within the period prescribed under the
SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
12. BOARD COMMITTEES:
At present, the Board has following Three (3) Committees:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholder Remuneration Committee.
The Composition of these Committees and relative compliances are in line with the
applicable provisions of the Companies Act, 2013 read with the Rules and applicable
provisions of the Listing Regulations.
The terms of reference of these Committees are determined by the Board and their
relevance reviewed from time to time. Meetings of each of these Committees are convened by
the respective Chairperson of the Committee. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The minutes and
proceedings of the meetings of all Committees are placed before the Board for review from
time to time. The Minutes of the Committee Meetings are sent to all members of the
Committee individually and are placed before the Board for review from time to time.
AUDIT COMMITTEE:
The Audit Committee of the Board is responsible for oversight of the Company's
financial reporting process and the disclosure of its financial information to ensure that
the financial statements are correct, adequate and credible; and for reviewing the annual
financial statements before submission to the Board. The Committee periodically reviews
the adequacy of internal control systems.
The Committee reviews the financial and risk management policies of the Company.
During the year under review, Three (3) meetings of the Audit Committee were
convened and held on the dates mentioned below:
• May 30, 2025
• November 13, 2025
• February 09, 2026
The maximum interval between any two meetings did not exceed 120 days.
The detail of the composition of the Audit Committee along with their meetings
held/attended is as follows:
| Name of the Director |
Category |
No. of Meeting eligible to Attend |
No. of Meeting Attended |
| *Afsar Khan Ismail |
Chairman (Non-Executive Independent Director) |
02 |
02 |
| **Dharmesh Pravinbhai Sanghvi |
Member (Non-Executive Independent Director) |
02 |
02 |
| Piyush Parmar |
Member (Non-Executive Director) |
03 |
03 |
*Mr. Afsar Khan Ismail appointed as a Member and Chairman of the committee with effect
from July 16, 2026.
**Mr. Dharmesh Pravinbhai Sanghvi appointed as a Member of the Committee with
effectfrom September 04, 2026.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted
Nomination and Remuneration Committee and have laid down the following criteria:
1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a
Director:
2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and
Senior Management and Other Employees of the Company.
3. Evaluation of the performance of members of the Board of Directors and Key
Managerial Personnel.
During the year under review, Four (4) meeting of the Nomination and Remuneration
Committee were convened and held on the dates mentioned below:
• May 21, 2025
• July 07, 2025
• July 16, 2025
• September 04, 2025
The detail of the composition of the Nomination and Remuneration Committee along with
their meetings held/attended is as follows:
| Name of the Director |
Category |
No. of Meeting eligible to Attend |
No. of Meeting Attended |
| *Afsar Khan Ismail |
Chairman (Non-Executive Independent Director) |
01 |
01 |
| **Dharmesh Pravinbhai Sanghvi |
Member (Non-Executive Independent Director) |
00 |
00 |
| Piyush Parmar |
Member (Non-Executive Director) |
04 |
04 |
*Mr. Afsar Khan Ismail appointed as a Member and Chairman of the committee with effect
from July 16, 2026.
**Mr. Dharmesh Pravinbhai Sanghvi appointed as a Member of the Committee with
effectfrom September 04, 2026.
STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted
Stakeholder Relationship Committee to look into the redressal of complaints of investors
such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.
During the year under review, One (1) meeting of the Stakeholder Relationship
Committee was convened and held on February 09, 2026.
The detail of the composition of the Stakeholders Relationship Committee along with
their meetings held/attended is as follows:
| Name of the Director |
Category |
No. of Meeting eligible to Attend |
No. of Meeting Attended |
| Afsar Khan Ismail |
Chairman (Non-Executive Independent Director) |
01 |
01 |
| Dharmesh Pravinbhai Sanghvi |
Member (Non-Executive Independent Director) |
01 |
01 |
| Piyush Parmar |
Member (Non-Executive Director) |
01 |
01 |
*Mr. Afsar Khan Ismail appointed as a chairman of the committee with effect from July
16, 2026.
**Mr. Dharmesh Pravinbhai Sanghvi appointed as a Member of the Committee with
effectfrom September 04, 2026.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments accrued from the end of financial year
up to this report that may affect financial position of the Company.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013:
Particulars of loan given, investment made, guarantees given and security provided
under Section 186 of the Companies Act, 2013, if any, are provided in the notes of
financial statement.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
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 the
company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The company has a well-placed, proper and adequate
Internal Financial Control System which ensures that all the assets are safeguarded and
protected and that the transactions are authorized recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly certified by the
statutory auditors.
16. SEPARATE MEETING OF INDEPENDENT DIRECTOR
The Company's Independent Directors meet at least once in every financial year without
the presence of Executive Directors or management personnel to review the performance of
Non-Independent Directors and the Board as a whole, to review the performance of the
Chairperson of the company, taking into account the views of Executive Directors and
Non-Executive Directors and to assess 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.
During the year under review, one Meeting of the Independent Directors was held on
February 03, 2026 for the Financial Year 2025-26.
17. CORPORATE SOCIAL RESPONSIBILITY:
During the financial year under review, the provisions relating to Corporate Social
Responsibility ("CSR") under Section 135 of the Companies Act, 2013 were not
applicable to the Company, as the Company did not meet the prescribed thresholds during
the immediately preceding financial year.
However, based on the net profit of the Company for the financial year ended 31st
March, 2026, the Company has become eligible for applicability of the provisions of
Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
Accordingly, the Company shall comply with the applicable provisions relating to
Corporate Social Responsibility, including constitution of the CSR Committee, formulation
and adoption of the CSR Policy, and undertaking CSR activities in accordance with the
provisions of the Companies Act, 2013 and the rules made thereunder.
18. CORPORATE GOVERNANCE:
Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 are not applicable to the Company. Hence,
report on Corporate Governance is not annexed.
19. HUMAN RESOURCES:
The Management has a healthy relationship with the officers and the Employee.
20. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing
Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
The Board evaluated the performance of Independent Directors and Individual Directors
considering various parameters such as their familiarity with the Company's vision,
policies, values, code of conduct, their attendance at Board and Committee Meetings,
whether they participate in the meetings constructively by providing inputs and provide
suggestions to the Management/Board in areas of domain expertise, whether they seek
clarifications by raising appropriate issues on the presentations made by the
Management/reports placed before the Board, practice confidentiality, etc. It was observed
that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.
21. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN
AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
& REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under Section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-I"
to this Report.
The Statement containing the particulars of employees as required under section 197(12)
of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this report.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year, there is no transaction entered with related parties referred to in
Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts)
Rules, 2014. Therefore, there is no requirement to attached Form AOC-2 in Annexure
‘II' Related party transactions if any, are disclosed in the notes to financial
statements.
23. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2025-26, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
24. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:
During the financial year under review, the Company did not have any subsidiary,
associate company or joint venture. Accordingly, the provisions of Section 129(3) of the
Companies Act, 2013 relating to the preparation of consolidated financial statements were
not applicable to the Company for the financial year ended 31st March, 2026.
However, the Company has initiated the process for incorporation of a subsidiary in
Dubai, United Arab Emirates. The Company shall comply with the applicable provisions of
the Companies Act, 2013 and the rules made thereunder in respect of the proposed
subsidiary, as and when applicable.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report
to the management about the unethical behavior, fraud or violation of Company's code of
conduct. The mechanism provides for adequate safeguards against victimization of employees
and Directors who use such mechanism and makes provision for direct access to the chairman
of the Audit Committee in exceptional cases.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year under review, the Company shifted its Registered Office from C-110,
G/F, Bhola Nath Nagar, Shahdara, Delhi East, Delhi - 110032, India to A-1207,
Unicus Shyamal, Opp. Iconic Shyamal Cross Road, Vejalpur, Ahmedabad - 380051, Gujarat,
India.
In this regard, the Regional Director, Noida, vide its order dated 2nd
February, 2026, approved the shifting of the Registered Office of the Company from the
State of Delhi to the State of Gujarat.
The Company has taken the necessary steps to give effect to the said order and to
comply with the applicable provisions of the Companies Act, 2013 and the rules made
thereunder.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
(a) Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013,
with respect to Directors Responsibilities Statement, it is hereby confirmed:
(b) That in the preparation of the annual accounts for the financial year ended
31st March, 2026 the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(c) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit or loss of the company for the year review;
(d) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(e) That the directors had prepared the annual accounts for the financial year
ended 31st March,2026 on a going concern basis;
(f) That the directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively and
(g) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies
Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-III".
29. AUDITORS & AUDITOR'S REPORT:
Statutory Auditor:
M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed
as the Statutory Auditors of the Company for a term of five (5) consecutive years at the
Annual General Meeting held on June 29, 2024. Their tenure is effective from April 1,
2024, to March 31, 2029, at a remuneration plus applicable taxes and out-of-pocket
expenses as may be decided by the Board of Directors from time to time.
There are no qualifications, reservation or adverse remark or disclaimer made by the
Statutory Auditors in their Report.
Auditor's Report
The Auditor's Report for financial year ended March 31, 2026, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors' Report and Notes forming part of the Financial Statements are self-explanatory
and do not call for any further comments and also, there is no incident of fraud requiring
reporting by the auditors under section 143(12) of the Companies Act, 2013 during the
year. The Auditor's report is enclosed with the financial statements in this Auditor's
Report.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Vaibhav Sharma & Associates, Practicing Company Secretaries, to
undertake the secretarial audit of the Company for the Financial Year 2025-2026
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2026 does not
contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit
Report (Form MR-3) as provided by the Secretarial Auditor has been annexed to the Report. (Annexure-IV).
Secretarial Audit Report (Form MR-3) provided by secretarial auditor is self-explanatory
Cost auditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
Internal auditors
The Company has complied with the requirement of the section 138 of the Companies Act,
2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable
provisions of the Act.
The Company has appointed M/s Appa & Associate, Chartered Accountants (FRN:
141467W), to undertake the Internal audit of the Company for the Financial Year 2025-2026.
30. FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarizations programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Director is disclosed on the Company's website www.akmlace.com
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report
as "Annexure - V".
32. CODE OF CONDUCT:
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
33. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF:
During the reporting period, no such valuation has been conducted in the financial
year.
35. RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant
risk factors are present which may threaten the existence of the company. During the year,
your Director's have an adequate risk management infrastructure in place capable of
addressing those risks. The company manages monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic objectives. The
Audit Committee and Board of Directors review these procedures periodically. The company's
management systems, organizational structures, processes, standards, code of conduct and
behaviour together form a complete and effective Risk Management System (RMS).
36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment.
During the year under review, the details of complaints pertaining to sexual harassment
received are as follows:
| No. of complaints of sexual harassment received in the year |
NIL |
| No. of complaints disposed-off during the year |
NIL |
| No. of cases pending for more than ninety days |
NIL |
37. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires preclearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
38. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE
None of the Directors are related to each other.
39. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as and when they are made mandatory.
40. STATEMENT ON OTHER COMPLIANCES
Your Director's state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items During the reporting period:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or
otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
d. Neither the Managing Director nor any of the Whole-time Directors of the Company
receive any remuneration or commission.;
41. WEBSITE OF THE COMPANY:
Your Company maintains a website www.akmlace.com where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
42. ANNUAL RETURN
Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12
(1) of the Companies (Management and Administration) Rules, 2014, the annual return as on
31st March 2026 will be available on the website of the Company i.e., at www.akmlace.com
43. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS
There were no significant and material order passed by the regulators or Courts or
Tribunal's impacting the going concern status of your Company and its operation in future.
44. MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
As there is no application made or pending under Insolvency and Bankruptcy Code, 2016,
so there is no requirement to give details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
46. DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL INSTITUTIONS
During the year under review, the Company has not made any settlements with banks or
financial institutions. As a result, no valuations were necessary.
47. ACKNOWLEDGEMENT:
The Directors wish to convey their appreciation to all of the Company's employees for
their contribution towards the Company's performance. The Directors would also like to
thank the shareholders, employee, customers, dealers, suppliers, bankers, governments and
all other business associates for their continuous support to the Company and their
confidence in its management.
