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Amrapali Capital and Finance Services Ltd.

BSE: 536737 Sector: Financials
NSE: N.A. ISIN Code: INE218P01018
BSE 00:00 | 15 Dec Amrapali Capital and Finance Services Ltd
NSE 05:30 | 01 Jan Amrapali Capital and Finance Services Ltd
OPEN 5.71
PREVIOUS CLOSE 5.71
VOLUME 898800
52-Week high 6.82
52-Week low 4.75
P/E
Mkt Cap.(Rs cr) 6
Buy Price 5.71
Buy Qty 14400.00
Sell Price 17.50
Sell Qty 1200.00
OPEN 5.71
CLOSE 5.71
VOLUME 898800
52-Week high 6.82
52-Week low 4.75
P/E
Mkt Cap.(Rs cr) 6
Buy Price 5.71
Buy Qty 14400.00
Sell Price 17.50
Sell Qty 1200.00

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

Company director report

Dear Shareholders

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 2020.

Financial Highlights: (' in Lakhs)

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue From Operations 7948.15 396387.58
Other Income 676.04 443.43
Total Income 8624.19 396831.02
Less: Total Expenses before Depreciation Finance Cost and Tax 8143.77 396591.20
Profit before Depreciation Finance Cost and Tax 480.42 239.83
Less: Depreciation 48.05 49.77
Less: Finance Cost 364.01 111.80
Profit Before Tax 68.36 78.26
Less: Current Tax 11.28 18.20
Less: Deferred tax Liability (Asset) 1.74 2.19
Profit after Tax 55.34 57.87

BUSINESS OVERVIEW:

Financial performance:

During the financial year 2019-20 the revenue from operation stood at '7948.15 Lakhs ascompared '396387.58 Lakhs during the preceding financial year 2018-19. The reason ofdecrease in revenue from operation is non trading of silver and bonds in the currentfinancial year 2019-20.The other income of the Company stood as '676.04 Lakhs in thefinancial year 2019-20 as compared to '443.43 Lakhs in financial year 2018-19.

Further during the financial year 2019-20 the total expenses have reduced from'396591.20 lakhs to'8143.77 lakhs. The Net Profit after Tax for the financial year stoodat'57.87 Lakhs in comparison to that of ' 55.34 Lakhs in previous year 2018-19 i.e.decrease in profit by 4.37% as compared to previous year.

Dividend:

With a view to conserve and save the resources for future prospects of the Company theDirectors have not declared any dividend for the financial year 2019-20.

Transfer to General Reserve:

The Directors do not propose to transfer any amount to the Reserves. Total amount ofnet profit is carried to the Reserves & Surplus as shown in the Balance Sheet of theCompany.

Change in Nature of Business:

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

Share Capital:

During the year under review no changes took places in the Authorized and Paid-upshare capital of the Company.

Authorized Capital

The Authorized Capital of the Company is '100000000/- divided into 10000000 EquityShares of '10/- each.

Issued Subscribed & Paid-Up Capital

The present Paid-up Capital of the Company is ' 97786000/- divided into 9778600Equity Shares of '10/-.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report the Board comprises of the following Directors;

Name of Director

Category Cum Designation

Date of Appointment at current Term & designation

Total Directors hip2

No. of Committee1

No. of Shares held as on March 31 2020

in which Director is Members in which Director is Chairman
Mr. Chirag Thakkar Chairman &Managing Director January 13 2016 3 1 - 1440100 Equity Shares
Mrs. Bhumi Patel Non-Executive Director March 18 2016 2 1 - -
Mr. Alkesh Patel Non-Executive Director March 23 2015 2 1 - -
Mr. Shankar Bhagat Independent Director September 28 2019 3 2 2 -
Ms. Urshita Patel Independent Director December 26 2018 2 2 2 -

1 Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

2 Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations.

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.

None of the Director of the Company is serving as a Whole-Time Director / ManagingDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company. Neither any of the Director of the Company is holding position asDirector in more than 7 listed entities nor any of the Director of the Company serve as anIndependent Director in more than 7 listed entities.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when required to discuss and decide onvarious business policies strategies and other businesses.

During the year under review Board of Directors of the Company met 11(Eleven) times onMay 29 2019; July 16 2019; July 24 2019; August 23 2019; August 30 2019; October 052019; November 13 2019; January 06 2020; January 17 2020; March 16 2020 and March 262020.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director Date of Original Appointment Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Chirag Thakkar March 01 2008 - 11 10
Mrs. Bhumi Patel March 182016 - 11 11
Mr. Alkesh Patel March 232015 - 11 11
Mr. Shankar Bhagat March 122013 - 11 11
Ms. Urshita Patel December 26 2018 - 11 11

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Non-Promoter NonExecutive Independent Directors in line with the act.The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Act. Further all the Independent Directors of theCompany have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 16 2020 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.

Information on Directorate:

During the year under review there was no change in constitution of the Board ofDirectors of the Company.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Ms. Bhumi Patel(DIN: 07473437) Non-Executive Director of theCompany retires by rotation at the ensuing annual general meeting. She being eligiblehas offered herself for re-appointment as such and seeks re-appointment. The Nominationand Remuneration Committee and Board of Directors recommends her re-appointment on theBoard.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standard of the person seeking re-appointment/ appointment as Director arealso provided in Notes to the Notice convening the 26th Annual General meeting.

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 are 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.

o The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc. o 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 director and Non-executive Director was held toevaluate the performance of nonindependent 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 themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent director 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 accounts for the year ended March 31 2020 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 2020 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.

COMMITTEES 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 (Two) times viz on May 292019 and November 13 2019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name

Category

Designation

Number of meetings during the financial year 2019-20

Eligible to attend Attended
Urshita Patel Non-Executive Independent Director Chairperson 2 2
Alkesh Patel Non-Executive Director Member 2 2
Shankar Bhagat Non-Executive Independent Director Member 2 2

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.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

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 www.amrapali.com.

B. Stakeholder's Grievance & 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; Nonreceipt of Annual Report;Dividend Warrants; etc. During the year under review Stakeholder's Grievance &Relationship Committee met 4 (Four) times viz on May 29 2019 July 24 2019 November 132019 and March 16 2020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name

Category

Designation

Number of meetings during the financial year 2019-20

Eligible to attend Attended
Urshita Patel Non-Executive Independent Director Chairperson 4 4
Chirag Thakkar Managing Director Member 4 4
Bhumi Patel Non-Executive Director Member 4 4

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2020.

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 2 (Two) times viz on August 30 2019 and March 16 2020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name

Category

Designation

Number of meetings during the financial year 2019-20

Eligible to attend Attended
Urshita Patel Non-Executive Independent Director Chairperson 2 2
Shankar Bhagat Non-Executive Independent Director Member 2 2
Bhumi Patel Non-Executive Director 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 Executive Directors and Key Managerial Personnel. Annualincrements are decided by the Nomination and Remuneration Committee within the salaryscale approved by the members and are effective from April 1 of each year. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.amrapali.com and is annexed to this Report as Annexure - A.

Remuneration of Director:

The details of remuneration paid during the financial year 2019-2020 to ManagingDirector of the Company is provided in Form MGT-9 which is the part of this report givenas Annexure - B to this Report.

PUBLIC DEPOSIT

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

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure - B. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas Annexure - C to this Report.

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 and the same will be furnished onrequest.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers 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 - D which forms part ofthis 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 312020 to the date 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.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy:

In its endeavor towards conservation of energy the Company ensures optimal use ofenergy avoid wastages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings - Nil

Outgo - Royalty Expenses - Nil SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

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. INTERNAL FINANCIAL CONTROLSYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system which ensures that all the assetsof the Company are safeguarded and protected against any loss from unauthorized use ordisposition.

The Internal Auditors of the Company carry out review of the internal control systemsand procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

The 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 under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. D G M S & CO Chartered Accountant Jamnagar (formerly known asM/s. Doshi Maru & Associates Chartered Accountant Jamnagar) (FRN: 0112187W) wereappointed as Statutory Auditors of the Company to hold office till conclusion of the 27thAnnual General Meeting(AGM) of the company to be held in the calendar year 2021.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

REPORTING OF FRAUD:

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

Since the company is not falling under prescribed class of Companies our Company isnot required to maintain cost record. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Ms. Payal Dhamecha Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2019-20. The Secretarial AuditReport is annexed herewith as Annexure - E to this Report.

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 with differential rights as to dividend voting orotherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

(vi) Information on subsidiary associate and joint venture 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-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered office: By order of the Board of Directors
Shop No. 3 Ground Floor Ashoka Complex B/H. For Amrapali Capital and Finance Services Limited
Woodland Hotel Naroli Cross Road
Silvassa-396230

 

Chirag Thakkar Alkesh Patel
Place: Ahmedabad Managing Director Director
Date: August 27 2020 DIN 01993020 DIN 00189943

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