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Amrapali Capital and Finance Services Ltd.

BSE: 536737 Sector: Financials
NSE: N.A. ISIN Code: INE218P01018
BSE 00:00 | 03 Mar Amrapali Capital and Finance Services Ltd
NSE 05:30 | 01 Jan Amrapali Capital and Finance Services Ltd
OPEN 38.00
PREVIOUS CLOSE 42.00
VOLUME 25200
52-Week high 44.95
52-Week low 12.30
P/E 144.83
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.00
CLOSE 42.00
VOLUME 25200
52-Week high 44.95
52-Week low 12.30
P/E 144.83
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amrapali Capital and Finance Services Ltd. (AMRAPALICAPITAL) - Director Report

Company director report

To the Member(s)

The Directors have the pleasure of presenting the report of the business and operationsof your Company (‘the Company' or ‘ACFSL') with the Audited Financial Statementsof the Company for the year ended March 31 2017.

Financial Results (Rs. In lakh)

Particulars F.Y. 2016-17 F.Y. 2015-16
Revenue from Operations 5211.29 (149.53)
Other Income 671.56 664.70
Total Revenue 5882.85 515.17
Less: Total Expenses 5565.64 241.13
Operating Profits before Depreciation Finance Cost and Tax 317.21 274.04
Less: Depreciation 57.55 34.95
Finance Cost 218.39 137.86
Profit / (Loss) Before Tax and Exception item 41.27 101.22
Less: Current Tax 8.60 35.00
Add : Deferred Tax Asset/(Liability) (4.17) (1.64)
Profit / (Loss) after Tax 28.50 64.58

Review of Business Operation

During the financial year 2016-17 the total revenue of the Company stood at Rs.5882.85 Lakh as compare to that of Rs. 515.17 Lakh in the previous financial year2015-16 resulting in to 10 times more revenue than that of previous year. The main reasonsof increase in the revenue is in the financial year 2016-17 that the Company haspurchased Bond which was sold at loss and hence the profit of the Company was alsoaffected due to this. The Net Profit after Tax for the financial year stood at Rs. 28.50Lakh as against that of Rs. 64.58 Lakh in previous year 2015-16 i.e. decrease in profit by44.13% against previous year.

Dividend

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2016-17 (Previous year - Nil).

Amount transferred to reserve:

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been added to carry forward credit balance of Profit andLoss account.

Change in Nature of Business:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

The Board of the Company comprises of four Directors out of which one is PromoterExecutive Director two are Non-Promoter Non-Executive Director and one is Non-PromoterNon-Executive Independent Directors. As on the date of this report the Board comprisesfollowing Directors;

Name of Director Category Cum Designation Date of Appointment at current Term & designation No. of Shares held as on March 31 2017
Mr. Chirag Thakkar Managing Director (Promoter) January 13 2016 1440100
Ms. Bhumi Patel Non-Executive Director March 18 2016 -
Mr. Alkesh Patel Independent Director March 23 2015 -
Mr. Shankar Bhagat Independent Director September 30 2014 -

The composition of Board does not comply with the requirements of the Companies Act2013 ("The Act") due to resignation of Mr. Saurabh Shah from the post ofIndependent Director. However in terms of provisions of Companies Act 2013; the post ofIndependent Director shall be filled within three months from the date of resignation ofIndependent Director. The Board of Directors of the Company is finding suitable person asperson will be appointed soon once company identifies suitable person. Further inpursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Company is exempted fromrequirement of having composition of Board as per Listing Regulations. None of theDirectors of Board is a member of more than ten Committees or Chairman of more than fivecommittees across all the Public companies in which they are Director. The necessarydisclosures regarding Committee positions have been made by all the Directors.

Board Meetings:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother businesses. During the year under review Board of Directors of the Company met 9(Nine) times viz April 28 2016 May 25 2016 May 28 2016 June 4 2016 July 20 2016September 5 2016 November 12 2016 November 14 2016 and March 6 2017. The gapbetween two consecutive meetings was not more than one hundred and twenty days as providedin section 173 of the Act. The details of attendance of each Director at the Board Meetingand Annual General Meeting are given below;

Name of Director Mr. Chirag Mr. Alkesh Mr. Shankar Mr. Saurabh Ms. Bhumi Thakkar PatelBhagat Shah Patel

No. of Board Meeting 9 9 9 9 9 eligible to attend No. of Board Meeting 9 9 9 9 9attended Presence at the Yes Yes Yes N.A. Yes previous AGM

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Non-Promoter Independent Directors in line with the Companies Act 2013.A separate meeting of Independent Directors was held on March 6 2017 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.amrapali.com. The Company has received necessary declaration fromeach independent director under Section 149 (7) of the Companies Act 2013 that they meetthe criteria of independence laid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

During the year under review there was no change in constitution of the Board ofDirectors except Mrs. Bhumi Patel whose appointment was regularized by the Members of theCompany in their last annual general meeting. Further after closure of financial year2016-17 Mr. Saurabh Shah has tendered his resignation from the Directorship of theCompany w.e.f. July 21 2017 due to his pre-occupation in other business activity. TheBoard of Directors places their appreciation to Mr. Saurabh Shah for serving the Companyas Director of the Company. Moreover the Company has received notice from Mr. AlkeshPatel Independent Director of the Company that looking at the future scenario his statusmust be changed to Non-Executive Director. The Board of Directors has considered thenotice of Mr. Alkesh Patel and proposed the resolution fro members' approval for Change inof status of Mr. Alkesh Patel from Non-Executive Independent Director to Non-ExecutiveDirector. In accordance with the provisions of the Articles of Association and Section 152of the Companies Act 2013 Mrs. Bhumi Patel retires by rotation at the ensuing annualgeneral meeting. She being eligible has offered herself for re-appointment as such andseeks re-appointment. The Board of Directors recommends her appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking appointment/ reappointment as Director are also provided in Note no. 23ofNotice convening the annual general meeting. None of the Director of the Company isserving as a Whole-Time Director in any Listed Company and is holding position ofIndependent Director in more than 3 Listed Company and none of the Director of the Companyis holding position as Independent Director in more than 7 Listed Company. Further noneof the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has Mr. ChiragThakkar who is acting as Managing Director of the Company. Further Mr. Baldev Patel andMs. Rushika Parekh is acting as Chief Financial Officer and Company Secretaryrespectively.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. ?The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. ? Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. ? The board and the nomination andremuneration committee reviewed the performance of the individual directors on the basisof the criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the chairman was alsoevaluated on the key aspects of his role. Separate meeting of independent directors washeld to evaluate the performance of non-independent directors performance of the board asa whole and performance of the chairman taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent directors at which the performance of the boardits committees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In preparation of annual accountsfor the year ended March 31 2017 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2017 ongoing concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act and listingregulations has formed various committees details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. The Audit Committee met 5 (Five) times during the financial year2016-17 on May 25 2016 May 28 2016 September 5 2016 November 12 2016 and November14 2016. The composition of the Committee and the details of meetings attended by itsmembers are given below:

Name of Members Designation Number of meetings during the financial year 2016 -17
Eligible to attend Attended
Mr. Shankar Bhagat Chairman 5 5
Mr. Saurabh Shah Member 5 5
Mr. Alkesh Patel Member 5 5

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Mr. Shankar Bhagat the Chairman of the Committee had attended last AnnualGeneral Meeting of the Company held on September 30 2016. Recommendations of AuditCommittee have been accepted by the Board of wherever/whenevergiven.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.amrapali.com.

B. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review Nomination and Remuneration Committee met 2(Two) times viz on September 5 2016 and March 06 2017. The composition of the Committeeand the details of meetings attended by its members are given below:

Name of Designation Number of meetings during the financial year 2016-17
Members Eligible to attend Attended
Mr. Shankar Bhagat Chairman 2 2
Mr. Saurabh Shah Member 2 2
Mr. Alkesh Patel Member 2 2

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are; a. Policy onAppointment of Directors Key Managerial Personnel and Senior Management Personnel:

? The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment. ? A person should possess adequate qualification expertise andexperience for the position he/ she is considered for appointment.

? In case of appointment of Independent Director the Committee shall satisfyitself with regard to the independent nature of the Director vis--vis the Company so asto enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.amrapali.com.

Remuneration of Directors:

The details of remuneration/sitting fees paid to Managing Director of the Companyduring the financial year 2016-17 is provided in Form MGT-9 which is the part of thisreport.

C. Stakeholders' Grievances and Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4 (Four) times on May 25 2016 September 5 2016November 12 2016 and March 6 2017. The composition of the Committee and the details ofmeetings attended by its members are given below:

Name of Members Designation Number of meetings during the financial year 2016 -17
Eligible to attend Attended
Mr. Saurabh Shah Chairman 4 4
Mr. Alkesh Patel Member 4 4
Mr. Chirag Thakkar Member 4 4

During the financial year 2016-17 the Company has not received any complaint frominvestor. Further there was no complaint pending for resolved at the end of financialyear 2016-17.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2017.

SHARE CAPITAL:

The Paid up Equity Share Capital as at March 31 2017 stood at Rs. 977.86 Lakh. Duringthe year under review the Company has not issued any Share Capital.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

TRANSACTIONS WITH RELATED PARTIES:

During the financial year 2016-17 the Company has entered into few transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 which were inthe ordinary course of business and at arms' length basis although the Company has alsoentered into few transactions which were not on arms' length basis after obtaining therequisite approval of Board or Members as the case may be. The details of the relatedparty transactions as required under Accounting Standard - 18 are set out in Notes to thefinancial statements. Information on transactions with related parties pursuant to section134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules 2014 aregiven in Annexure – 1 in Form AOC-2 and the same forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in ManagementDiscussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312017 to the date of this Report.

DISCLOSURE OF REMUNERATION:

The information required under section 197 of the Act read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given as an Annexure– 2. EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given in Annexure– 3 in the prescribed Form MGT-9 which forms part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being engaged in the Service Industries the Company has not taken anymajor step to conserve the energy. Further the Company has not utilized alternate sourcesenergy except electricity. In addition to that the Company is not manufacturing Companyand therefore the question of technology absorption does not arise. Hence the details ofconservation of energy technology absorption etc. as required under section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is not applicableto the Company. Further there was no foreign exchange earnings and outgo during thefinancial year 2016-17 (Previous Year – Nil).

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport of Directors under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

STATUTORY AUDITOR & THEIR REPORT:

M/s. Doshi Maru & Associates Chartered Accountants Ahmedabad (FRN: 0112187W) isacting as Statutory Auditor of the Company. The Members of the Company had in its lastAnnual General Meeting held on September 30 2016 appointed M/s. Doshi Maru &Associates Chartered Accountants to hold office from the conclusion of 22th AnnualGeneral Meeting till the conclusion of 23rd Annual General Meeting of the Company to beheld in the year 2017. The Auditors' Report for financial year 2016-17 is self-explanatoryand does not contain any qualification reservation or adverse remark. The Auditors'Report is enclosed with the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR & THEIR REPORT:

The Company has appointed Mr. Anand Lavingia Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2016-17 as requiredunder Section 204 of the Companies Act 2013 and Rules there under. The Secretarial AuditReport for the financial year 2016-17 is annexed to this report as an Annexure – 4.The Board has also appointed Mr. Anand Lavingia Practicing Company Secretary assecretarial auditor of the Company for financial year 2016-17.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; i. Issue of Equity Shares withdifferential rights as to dividend voting or otherwise; ii. Issue of shares (includingsweat equity shares) to employees of the Company under any scheme save and ESOS; iii.Annual Report and other compliances on Corporate Social Responsibility; iv. There is norevision in the Board Report or Financial Statement; v. No significant or material orderswere passed by the Regulators or Courts or Tribunals which impact the going concern statusand Company's operations in future; vi. Information on subsidiary associate and jointventure companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

For and on behalf of Board of Directors

Amrapali Capital and Finance Services Limited

Chirag Thakkar Alkesh Patel
Managing Director Director
DIN 01993020 DIN 00189943

Place: Ahmedabad Date: September 04 2017

Annexure – 1 Form No. AOC-2 Particulars of Contracts/arrangements made withrelated parties

(Pursuant to section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in section 188(1) of the Companies Act 2013including certain arm's length transactions under third proviso thereto A. Details ofcontracts or arrangements or transactions not at arm's length basis:

Particulars RPT – 1 RPT – 2
Name(s) of the related party and nature of relationship Amrapali Fincap Limited wherein Mr. Chirag Thakkar is Director and hold more than 2% Amrapali Fincap Limited wherein Mr. Chirag Thakkar is Director and hold more than 2%
Nature of contracts/ arrangements/ transactions Leave and License Agreement (Receipt of Rent Amount) Leave and License Agreement (Receipt of Rent Amount)
Duration of the contracts / arrangements/ transactions December 1 2015 to November 30 2018 January 7 2016 to January 6 2021
Salient terms of the contracts or arrangements or transactions including the value if any Monthly Rent of Rs. 12500/ Monthly Rent of Rs. 8000
Justification for entering into transactions Amrapali Fincap Limited one of the groups Company do not own its office and therefore our Company has let out its office on leave and license agreement basis. Amrapali Fincap Limited was required one office in Mumbai to carry out the operations of the Company outside the state and therefore the Company let out its office on leave and license agreement basis.
Date(s) of approval by the Board/Members Amount paid as advances if any Board – January 5 2016 Members – N.A. Board – January 5 2016 Members – N.A.

B. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements / transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
1. Yashwant Amratlal Thakkar Loan Repaid F.Y. 2016-17 N.A. N.A.
2. Amrapali Fincap Limited – Public Company wherein Mr. Chirag Thakkar is Director and hold more than 2% of the Shares Brokerage Income F.Y. 2016-17 On market rate N.A. -
3. Mr. Chirag Thakkar – Director of the Company Brokerage income F.Y. 2016-17 On Market rate N.A. -
4. Amrapali Industries Ltd Brokerage income F.Y. 2016-17 On Market rate N.A. -
5. Mr. Yashwant Thakkar – Relative of Mr. Chirag Thakkar Brokerage income F.Y. 2016-17 On Market rate N.A. -
6. Mr. Monal Thakkar – Relative of Mr. Chirag Thakkar Brokerage income F.Y. 2016-17 On Market rate N.A. -
7. Ms. Juhi Thakkar – Relative of Mr. Chirag Thakkar Brokerage income F.Y. 2016-17 On Market rate N.A. -
8. Rashminkant Thakkar Brokerage income F.Y. 2016-17 On Market rate N.A. -
9. Dharti Thakkar Brokerage income F.Y. 2016-17 On Market rate N.A. -
10. Yashwant Thakkar HUF Brokerage income F.Y. 2016-17 On Market rate N.A. -

For and on behalf of Board of Directors

Amrapali Capital and Finance Services Limited

Chirag Thakkar Alkesh Patel
Managing Director Director
DIN 01993020 DIN 00189943

Place: Ahmedabad Date: September 04 2017

Annexure – 2 Particulars of Employees

(pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended)

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under A. Information as perRule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 a) The ratio of remuneration of each director to themedian remuneration of employees for the financial year:

Name Designation Ratio against median employee's remuneration
Mr. Chirag Thakkar Managing Director 1.33 : 1.00

b) The Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Name Designation Nature of Payment Increase
1 Mr. Chirag Thakkar Managing Director Remuneration --
2 Mr. Baldev Patel Chief Financial Officer Remuneration --
3 Mr. Rushika Parekh^ Company Secretary Remuneration N.A.

c) The percentage increase in the median remuneration of employees in the financialyear: The median remuneration of employees was increased by 22.73% over a previousyear. d) The number of permanent employees on the rolls of the Company: 25Employeese) Average percentile increase in the Salaries of the Employees and ManagerialRemuneration:

During the year there was 31.49% average in the salaries of the Employees while therewas no increased in the managerial remuneration. The Board of Directors of the Companyaffirmed that remuneration of all the Key Managerial Personnel of the Company are as perthe Remuneration Policy of the Company.

For and on behalf of Board of Directors

Amrapali Capital and Finance Services Limited

Chirag Thakkar Alkesh Patel
Managing Director Director
DIN 01993020 DIN 00189943

Place: Ahmedabad

Date: September 04 2017