The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company) along with the audited financial statements for thefinancial year ended March 31 2016.
Financial Highlights: (Amt in Rs.)
|Particulars ||F.Y. 2015-16 ||F.Y. 2014-15 |
|Income from Share & Commodity Trading ||124046703 ||24901597 |
|Other Income ||64539019 ||94636759 |
|Total Revenue ||188585722 ||119538356 |
|Less: Total Expenses ||184809610 ||92404623 |
|Operating Profits (PBDIT) ||3776112 ||27133733 |
|Less: Depreciation ||230115 ||246253 |
|Interest ||516925 ||26949475 |
|Profit Before Tax ||3029072 ||(61995) |
|Less: Current Tax ||1039000 ||- |
|Deferred tax Liability (Asset) ||(6598) ||1404 |
|Profit after Tax ||1996670 ||(63399) |
REVIEW OF BUSINESS OPERATION Financial performance:
During the year under review Company has earned total income of Rs. 1885.85 Lakh asagainst the total income of Rs. 1195.38 Lakh of previous year. The total income of thecompany was increase by 57.76% over previous year. During the year the income fromtrading in Share was increased by almost 2 and half time than that of previous year.Further during the year the company has purchased more stock in trade which was lying inthe books of account of the Company at the end of year. On the other hand there wasalmost 98% reduction in the finance cost and increase in the other operational expenses by19.26%. Due to aforesaid reasons the net profit before tax of the Company stood at Rs.30.29 Lakh for the financial year 2015-16 as against loss before tax of Rs. 0.62 Lakh forthe previous year making the Net profit Net profit of Rs. 19.97 Lakh for the financialyear 2015-16 as against the Net loss of Rs. 0.63 Lakh for the previous year.
With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2015-16 (Previous year - Nil).
Net Profit Transfer to Reserve
The Company has not transferred any amount to any reserve for the financial year2015-16 (Previous year - NIL).
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:
As on the date of this report the Board comprises following Directors;
|Name of Director ||Category Cum Designation ||Date of Appointment at current Term & designation ||Total Direct orship2 ||No. of Committee1 ||No. of Shares held as on March 31 |
| || || || ||in which Director is Members ||in which Director is Chairman || |
|Mr. Hasmukh Thakkar3 ||Managing Director ||February 19 2015 ||3 ||2 ||- ||- |
|Mr. Chirag Thakkar ||Non-Executive Director ||April 10 2015 ||3 ||1 ||- ||1706242 Equity Shares |
|Ms. Bhumi Patel4 ||Non-Executive Director ||March 18 2016 ||2 ||- ||- ||- |
|Mr. Devendra Shah5 ||Non-Executive Director ||August 16 2016 ||3 ||3 ||1 ||- |
|Mr. Ganpat Rawal ||Independent Director ||September 30 2015 ||1 ||1 ||1 ||- |
1 Committee includes Audit Committee and Shareholders Grievances Committeeacross all Public Companies.
2 Excluding Section 8 Company
3 Acting as the Chairman of the Board
4 Additional (Non - Executive) Director (designated as Woman Director)
5 Additional (Non Executive Independent) Director
The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per
None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.
Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meets to discuss various Business opportunities. Additional Boardmeetings are convened as and when requires to discuss and decide on various businesspolicies strategies and other businesses. During the year under review Board ofDirectors of the Company met 19 times on April 09 2015 April 17 2015 May 07 2015 May11 2015 June 1 2015 June 06 2015 June 24 2015 June 27 2015 June 30 2015 July14 2015 August 03 2015 September 04 2015 October 01 2015 November 07 2015January 07 2016 February 16 2016 February 25 2016 March 21 2016 and March 30 2016.The details of attendance of each Director at the Board Meeting and Annual General Meetingare given below;
|Name of Director ||Mr. Hasmukh Thakkar ||Mr. Chirag Thakkar ||Mr. Ganpat Rawal ||Mr. Saurabh Shah ||Ms. Bhumi Patel ||Mr. Devendra Shah |
|No. of Board Meeting held ||19 ||19 ||19 ||19 ||1 ||N.A. |
|No. of Board Meeting attended ||19 ||19 ||13 ||13 ||1 ||N.A. |
|Presence at the previous AGM ||Yes ||Yes ||Yes ||Yes ||N.A. ||N.A. |
The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act. Further the Board of Directors has also passed aresolution through circulation.
In terms of Section 149 of the Companies Act 2013 ("The Act") and rules madethere under the Company has two Non-Promoter Independent Directors in line with the act.A separate meeting of Independent Directors was held on March 30 2016 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.co.in. The Company has received necessary declaration fromeach independent director under Section 149 (7) of the act that they meet the criteria ofindependence laid down in Section 149 (6) of the act.
Information on Directorate:
During the year under review Mr. Chirag Thakkar from whom the Company had received anotice in writing under section 160 of act proposing his candidature for appointment asDirector was appointed as Non-Executive Director by the Members in their Extra-ordinaryGeneral Meeting held on April 10 2015. Further in terms of Section 149 of the act theBoard of Directors in their meeting held on March 21 2016 has appointed Ms. Bhumi Patelas an Additional (Non - Executive) Director of the company w.e.f. March 18 2016. In termsof provisions of Section 161 of the act she holds office up to the date of ensuing AnnualGeneral Meeting of the Company.
A Notice under Section 160 of the act has been received from member proposingcandidature of Ms. Bhumi Patel for appointment as a Director of the Company.
The Board of Directors recommend her appointment as Non-Executive Director designatedas Woman Director of the Company and resolution to that effect has been proposed forapproval of Members of the company at the ensuing Annual General Meeting. After theclosure of financial year 2015-16 Mr. Saurabh Shah the then Independent Director of theCompany has resigned from the Board w.e.f. August 15 2016. The Board of Directors hasappointed Mr. Devendra Shah as an Additional (Non-Executive Independent) Director of theCompany w.e.f. August 16 2016. In terms of provisions of Section 161 of the act he holdsoffice up to the date of ensuing Annual General Meeting of the Company.
A Notice under Section 160 of the act has been received from member proposingcandidature of Mr. Devendra Shah for appointment as an Independent Director of theCompany. The Board of Directors recommend his appointment on the Board as an IndependentDirector of the Company to hold office for a term of five consecutive year i.e. August 152016 as per Section 149 of the act and resolution to that effect has been proposed forapproval of Members of the company at the ensuing Annual General Meeting.
In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Chirag Thakkar Non-Executive Director retires by rotation at theensuing annual general meeting. He being eligible has offered himself for re-appointmentas such and seeks re-appointment. The Board of Directors recommends his appointment on theBoard. The relevant details as required under Regulation 36 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") of the person seeking re-appointment/ appointment as Director are alsoprovided in Note No. 23 of the Notice convening the 12th annual general meeting. None ofthe Director of the Company is serving as a Whole-Time Director in any Listed Company andis holding position of Independent Director in more than 3 Listed Company and none of theDirector of the Company is holding position as Independent Director in more than 7 ListedCompany.
None of 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. HasmukhThakkar who is acting as Managing Director of the Company. Further the Company hasappointed Mr. Tushar Donda as the Company Secretary and Compliance officer of the Companyw.e.f. June 27 2015. Mr. Rahul Adesara who was appointed as Chief Financial Officer ofthe Company w.e.f. June 1 2015 has resigned from the post w.e.f. October 01 2015. TheBoard of Directors has appointed Mr. Prakashchandra K Shah as Chief Financial Officerw.e.f. October 1 2015. Further after the closure of financial year 2015-16 Mr. TusharDonda the then Company Secretary and Compliance officer of the Company has tendered hisresignation from the post w.e.f. closing hour of August 15 2016.
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. Theperformance 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.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. Separate meeting of independent directors was held toevaluate the performance of non-independent directors performance of the board as a wholeand performance of the chairman taking into account the views of executive directors andnon-executive directors.
The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being 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 accounts for the year ended March 31 2016 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 2016 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD
The Board of Directors in line with the requirement of the act has formed variouscommittees 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. Audit Committee meeting is generally held for the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met 7 (Seven) times viz on June1 2015 June 30 2015 September 04 2015 October 01 2015 November 07 2015 February25 2016 and March 30 2016. The composition of the Committee and the details of meetingsattended by its members are given below:
|Name ||Designation ||Number of meetings during the financial year 2015 -16 |
| || ||Held ||Attended |
|Mr. Ganpat Rawal ||Chairman ||7 ||7 |
|Mr. Saurabh Shah ||Member ||7 ||7 |
|Mr. Hasmukh Thakkar ||Member ||7 ||7 |
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. Ganpat Rawal the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on September 30 2015. Recommendations of Audit Committee havebeen accepted by the Board wherever/whenever given. Composition of the Audit Committee wasrevised w.e.f. August 16 2016 due to resignation of Mr. Saurabh Shah. Mr. Devendra ShahIndependent Director of the Company was inducted as Member of the Committee in place ofMr. Saurabh Shah.
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 Companys Code ofConduct. Further the mechanism adopted by the Company encourages the Whistle Blower toreport genuine concerns or grievances and provide for adequate safe guards againstvictimization of the Whistle Blower who avails of such mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. Thefunctioning of vigil mechanism is reviewed by the Audit Committee from time to time. Noneof the Whistle blowers has been denied access to the Audit Committee of the Board. TheWhistle Blower Policy of the Company is available on the website of the Company atwww.amrapali.co.in.
B. Stakeholders Grievance & Relationship Committee:
The Company has constituted Stakeholders Grievance & Relationship Committeemainly to focus on the redressal of Shareholders / Investors Grievances ifany like Transfer / Transmission / Demat of Shares; Loss of Share Certificates;Non-receipt of Annual Report; Dividend Warrants; etc. During the year under reviewStakeholders Grievance & Relationship Committee met 3 (Three) times viz onAugust 3 2015 November 07 2015 and February 16 2016. The composition of the Committeeand the details of meetings attended by its members are given below:
|Name ||Designation ||Number of meetings during the financial year 2015 -16 |
| || ||Held ||Attended |
|Mr. Saurabh Shah ||Chairman ||3 ||3 |
|Mr. Ganpat Rawal ||Member ||3 ||3 |
|Mr. Hasmukh Thakkar ||Member ||3 ||3 |
Composition of the Stakeholders Grievance & Relationship Committee wasrevised w.e.f. August 16 2016 due to resignation of Mr. Saurabh Shah. Mr. Devendra ShahIndependent Director of the Company was inducted as Chairman of the Committee in place ofMr. Saurabh Shah.
During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2016.
C. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review Nomination and RemunerationCommittee met 6 (Six) times viz on June 1 2015 June 27 2015 September 4 2015 October1 2015 March 21 2016 and March 30 2016. The composition of the Committee and thedetails of meetings attended by its members are given below:
|Name ||Designation ||Number of meetings during the financial year 2015 -16 |
| || ||Held ||Attended |
|Mr. Ganpat Rawal ||Chairman ||6 ||6 |
|Mr. Saurabh Shah ||Member ||6 ||6 |
|Mr. Chirag Thakkar ||Member ||6 ||6 |
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. Keypoints of the Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors Key Managerial Personnel and Senior Management
Personnel: o The policy is formulated to identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KeyManagerial Personnel and Senior Management personnel and recommend to the Board for his /her appointment. o A person should possess adequate qualification expertise andexperience for the position he/ she is considered for appointment. o In case ofappointment of Independent Director the Committee shall satisfy itself with regard to theindependent nature of the Director vis--vis the Company so as to enable the Board todischarge its function and duties effectively.
b. Policy on remuneration of Director KMP and Senior Management Personnel:
The Companys remuneration policy is driven by the success and performance ofDirector KMP and Senior Management Personnel vis--vis the Company. The Companysphilosophy is to align them with adequate compensation so that the compensation is used asa strategic tool that helps us to attract retain and motivate highly talented individualswho are committed to the core value of the Company. The Company follows mixed of fixedpay benefits 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.co.in.
Remuneration of Director:
The details of remuneration paid during the financial year 2015-16 to Managing Directorof the Company is provided in Form MGT-9 which is the part of this report.
The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY
Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at March 31 2016 in Form MGT-9 forms part ofthis Annual Report as Annexure 1.
CONVERSION OF COMPANY
The Members of the Company in their Extra-ordinary General Meeting held on April 102015 have approved the conversion of the Company from Private Limited to Public Limitedby deleting the word "Private" from the name of the Company. Consequently theName of the Company was changed from "Amrapali Fincap Private Limited to"Amrapali Fincap Limited". The Name of the Company has been approved by theRegistrar of Companies Gujarat Dadra and Nagar Havelli and fresh Certificate ofIncorporation consequent up on Conversion to Public Limited Company was issued by theRegistrar.
CHANGE IN SHARE CAPITAL
Change in Authorized Share Capital
The Authorized Share Capital of the Company has been increased by the members in theirExtra-ordinary General Meeting held on April 10 2015 from Rs. 100000000/- dividedinto 10000000 Equity Shares of Rs. 10/- each to Rs. 140000000/- divided into14000000 Equity Shares of Rs. 10/- each.
Changes in Paid-up Share Capital
During the year the Company had come up with an Initial Public Issue of 3540000Equity Shares of Rs. 10/- each at a premium of Rs. 110/- per Equity Share aggregating tototal Rs. 424800000/-. The said Public issue was authorized by the Members in theirExtra-ordinary General Meeting of the Company held on May 11 2015. In terms of Chapter XBof SEBI (ICDR) Regulation 2009 the issue was open during Monday July 20 2015 toWednesday July 22 2015. The issue was successfully subscribed by the public and thefinal allotment of the said 3540000 Equity Shares was made on August 03 2015 consequentto which the Paid up Share Capital of the Company was increased to Rs. 134400000/-divided into 13440000 Equity Shares of Rs. 10/- each from Rs. 99000000/- dividedinto 9900000 Equity Shares of Rs. 10/- each. The Company has complied with allrequirements prescribed by the Companies Act 2013 increase in Authorized Capital as wellas issue of Equity Shares. Further Company has also complied with various SEBI regulationsand stock exchanges requirements wherever requires.
LISTING OF SECURITIES
The company had made an application to BSE for Listing of its security on the BSE SMEplatform on August 03 2015 pursuant to Initial Public issue of 3540000 Equity Sharesof Rs. 10/- each at a premium of Rs. 110/- per Equity Share. The BSE has given finalapproval for listing and trading of 13440000 Equity Shares of Rs. 10/- each on BSE SMEplatform and the equity shares of the Company is listed and admitted to dealings on theSME Platform of BSE Limited effective from Wednesday August 05 2015.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2015-16 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 hasalso entered into few transactions which were not on arms length basis afterobtaining the requisite approval of Board or Members as the case may be. The details ofthe related party transactions as required under Accounting Standard - 18 are set out inNotes to the financial statements. Information on transactions with related partiespursuant to section 134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts)Rules 2014 are given in Annexure 2 in Form AOC-2 and the same forms part of thisreport.
DISCLOSURE OF REMUNERATION:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules will be available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request. Having regard to the provisions of the first proviso to Section136(1) of the Act and as advised the Annual Report excluding the aforesaid information isbeing sent to the members of the Company.
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as an Annexure 3 which forms partof this 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 312016 to the date of this Report except the proceedings before the Honble settlementcommission has got abated as per Section 245HA of the Income Tax Act 1961 in pursuance ofSettlement Commission order passed u/s 245D(4) of the Income Tax Act 1961 on May 3120166 and "Pending Search Case Assessments" pending u/s 153A of the Income TaxAct 1961 for A.Y. 2007-08 to 2012-13 and "Regular Assessment" u/s 143(3) of theIncome Tax Act 1961 for A.Y. 2013-14 and A.Y. 2014-15.
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.
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 2015-16 (Previous Year Nil).
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.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The details on Internal Financial Control and their adequacy are provided in ManagementDiscussion and Analysis Report.
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 REPORT:
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.
VARIATION IN TERMS OF CONTRACTS OR OBJECTS IN PROSPECTUS DATED JULY 14 2015
The members at their Extra-Ordinary General Meeting of the Company held on May 11 2015had approved an Initial Public offer ("IPO") of 3540000 Equity Shares of facevalue Rs. 10/- each of the Company for cash at a price of Rs. 120/- per Share (includingshare premium Rs. 110/- per Equity Share) aggregating to Rs. 4248 Lakh. The prospectus wasissued on July 14 2015 under Chapter XB of SEBI (Issue of Capital and DisclosureRequirements) Regulations 2009 as amended from time to time and under relevantprovisions of the Companies Act 2013. The "Object of the Issue" as written onpage no. 47 of the Prospectus dated July 14 2015 was as under;
|Sr. No. ||Particulars ||Amount (Rs. In Lakh) |
|1. ||Purchase and set up of the office space in Ahmedabad. ||1496.00 |
|2. ||Investment in NBFC company ||2300.00 |
|3. ||General corporate purpose ||412.00 |
|4. ||Meet the issue expenses ||40.00 |
The aforesaid Initial Public Offer was successfully subscribed by the Public andconsequent to which the Company has issued the requisite number of shares to the Public.However the objects mentioned in Sr. No. 1 & 2 were identified by the Management ofthe Company keeping in mind future growth in NBFC activity. However the Reserve Bank ofIndia has rejected the proposal for takeover of Maulesh Investment Private Limited theplan of the company to carry out the investment activity and future growth of plan hasbeen derailed. Therefore the Board of Directors has decided not invest the fund inunproductive activity and infuse the funds in a company where there is no control.Accordingly the Board had proposed recall the fund given to Ashrita Construction privateLimited and Maulesh Investement Private Limited and utilize the said fund as businessdeposit in Aarya Grand Hotels & Resorts Private Limited (formally known as DevfunPoint Reality Private limited). In terms of Section 27 Section 13 read with Section 110of the act the Company has proposed the passing of Special Resolution by the membersthrough Postal Ballot for Variation in terms of Contracts or Objects in Prospectus datedJuly 14 2015. The result of the Postal Ballot was declared on March 29 2016 and SpecialResolution was approved by the Members. The revised utilization as per approval of membersis as follows;
|Sr. No. ||Particulars ||Amount as stated in Prospectus ||Revised Utilization |
|1. ||Purchase and set up of the office space in Ahmedabad ||1496.00 ||Nil |
|2. ||Investment in NBFC Company ||2300.00 ||Nil |
|3. ||General Corporate Expenses ||412.00 ||412.00 |
|4. ||Meet the Issue Expenses ||40.00 ||25.00 |
|5. ||Business Deposits in Aarya Grand Hotels & Resorts Private Limited (formally known as Devfun Point Reality Private Limited) ||0.00 ||3811.00 |
| ||Total ||4248.00 ||4248.00 |
STATUTORY AUDITOR AND THEIR REPORT:
M/s. Dhiren Shah & Co. Chartered Accountants Ahmedabad (FRN: 114633W) is actingas Statutory Auditor of the Company. The Members of the Company had in its last AnnualGeneral Meeting held on September 30 2015 appointed M/s. Dhiren Shah & Co.Chartered Accountants to hold office for from the conclusion of 11th Annual GeneralMeeting till the conclusion of 13th Annual General Meeting of the Company to be held inthe year 2017. The Auditors Report for financial year 2015-16 is self-explanatoryand does not contain any qualification reservation or adverse remark. The AuditorsReport 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 AND THIEIR REPORT:
The Company has appointed Mr. Anand Lavingia Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2015-16 as required underSection 204 of the Companies Act 2013 and Rules made thereunder. The Secretarial AuditReport for the financial year 2015-16 is annexed to this report as an Annexure - 4.
The Secretarial Audit Report contains annotations for non-appointment of InternalAuditor Loan to Directors and filing of forms to ROC. Your Directors state that theCompany was in process to identify the Internal Auditor though Company has successfullyimplemented internal financial control and other processes. However in the currentfinancial year in order to have independent audit of the systems and processes of theCompany and in line with the Companies Act 2013 the Company has appointed one of thereputed Chartered Accountants firm as an Internal Auditor of the Company. Further theCompany being engaged in the financing activities it has granted loan to relative ofDirectors which the Company is in process to recover the same. In addition due to changein a Companies Act 2013 and constant updation on its various rules and regulationsmanagement was not able to judge the formalities required to be followed and hence failedto file few resolutions and necessary forms to the Registrar of Companies - Ministry ofCorporate Affairs.
The Board has also appointed Mr. Anand Lavingia Practicing Company Secretary assecretarial auditor of the Company for financial year 2016-17.
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) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future;
(vii) Information on subsidiary associate and joint venture companies.
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 Fincap Limited |
| ||Hasmukh Thakkar ||Chirag Thakkar |
|Place: Ahmedabad ||Managing Director ||Director |
|Date: August 16 2016 ||DIN 00071065 ||DIN 01993020 |