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Amrapali Fincap Ltd.

BSE: 539265 Sector: Financials
NSE: N.A. ISIN Code: INE990S01016
BSE 00:00 | 17 Sep Amrapali Fincap Ltd
NSE 05:30 | 01 Jan Amrapali Fincap Ltd
OPEN 12.16
PREVIOUS CLOSE 12.16
VOLUME 1624800
52-Week high 25.65
52-Week low 8.45
P/E 33.78
Mkt Cap.(Rs cr) 16
Buy Price 12.16
Buy Qty 20400.00
Sell Price 38.00
Sell Qty 1200.00
OPEN 12.16
CLOSE 12.16
VOLUME 1624800
52-Week high 25.65
52-Week low 8.45
P/E 33.78
Mkt Cap.(Rs cr) 16
Buy Price 12.16
Buy Qty 20400.00
Sell Price 38.00
Sell Qty 1200.00

Amrapali Fincap Ltd. (AMRAPALIFINCAP) - 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 2019.

Financial Highlights:

(Amount in Lakhs)
Particulars F.Y. 2018-19 F.Y. 2017-18
Revenue from operation 4403.36 3631.41
Other Income 380.82 636.13
Total Revenue 4784.18 4267.54
Less: Total Expenses before Depreciation Finance Cost and Tax 4650.07 3701.45
Profit before Depreciation Finance Cost and Tax 134.11 566.09
Less: Depreciation 2.28 2.28
Finance Cost 72.49 217.42
Profit Before Tax 59.34 346.39
Less: Current Tax 15.50 70.4
Deferred tax Liability (Asset) (0.27) (0.17)
MAT Credit (4.04)
Profit after Tax 48.14 276.16

REVIEW OF BUSINESS OPERATION

Financial performance:

During the year under review Company has earned total income of Rs. 4784.18 Lakhs asagainst the total income Of Rs. 4267.54 lakhs of previous Financial Year 2017-18. TheTotal Income of the company was increasedby 12.11% over previous year. Further profitbefore tax in the financial year 2018-19 stood at Rs. 59.33 Lakhs as compared to Rs.346.39 Lakhs of last year and net profit after tax stood at Rs. 48.14 Lakhs compared toprofit of Rs. 276.16 Lakhs for previous year. The major decrease in profit is due todecrease in other income the Company as well as increase in total expenses of the Company.

Dividend

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2018-19 (Previous year - Nil).

Net Profit Transfer to Reserve

The Company has not transferred any amount to any reserve for the financial year2018-19. All the profit of the Company was transferred to carry forward credit balance ofProfit and Loss account of the Company.

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 Directo rship2 No. of Committee1 in which Director is Members No. of in which Director is Chairman Shares held as on March 31 2019
Mr. Hasmukh Thakkar Managing 2015 Director February 19 2 2 - -
Mr. Chirag Thakkar Non-Executive Director April 10 2015 3 1 - 1706242 Equity Shares
Ms. Bhumi Patel Non-Executive Director September 30 2016 2 1 - -
Mr. Ganpat Rawal Independent Director September 30 2015 1 - 2 -
Ashwin Shah Independent Director March 15 2017 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 requirement of having composition of Board as per Regulation 17of 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 or ManagingDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company and none of the Director of the Company is holding position asDirector in more than eight listed entities and none of the Director is serving asIndependent Director in more than 7 Listed Company. None of the Directors of the Companyis disqualified for being appointed as Director as specified in Section 164 (2) of theCompanies Act 2013.

Board Meeting

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 of Directors of the Company met 4(Four) times onMay 24 2018; September 01 2018; November 13 2018 and February 18 2019. The details ofthe 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. Hasmukh Thakkar April 32014 - 4 4
Ms. Bhumi Patel March 182016 - 4 4
Mr. Chirag Thakkar November 082009 - 4 4
Mr. Ganpat Rawal August 082011 - 4 4
Mr. Ashwin Shah March 152017 - 4 4

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 ("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 February 18 2019 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 from each independent director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the act.

Information on Directorate:

During the year under review there was no change in constitution of the Board ofDirectors. In accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Mr. Chirag Thakkar Non Executive Director of the Companyretires by rotation at the ensuing annual general meeting. He being eligible has offeredhimself for re-appointment as such and seeks re-appointment. The Board of Directorsrecommends his 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 re-appointment/ appointment as Director are also provided in Note No.15 of the Notice convening the 15th annual general meeting.

Key Managerial Personnel:

During the year under review the Board of Directors in their meeting held on February18 2019 has appointed Ms. Pooja Shah as a Company Secretary & Compliance officer.

In accordance with Section 203 of the Companies Act 2013 Mr. Hasmukh ThakkarManaging Director and Mr. Prakashchandra K Shah Chief Financial Officer continued to beKey Managerial Personnel of the Company.

Further the Company has received Letter from BSE Limited dated February 12 2019regarding Non- compliance of Listing Regulation 6(1) and Penalty of `92000 was levied.The Company has paid the same.

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 seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. 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 2019 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 2019 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 Section177 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 2 (Two) times viz on May 24 2018 andNovember 13 2018. The composition of the Committee and the details of meetings attendedby its members are given below:

Number of meetings during the financial year 2018-19
Name Designation Eligible to attend Attended
Ganpat Rawal (Independent Director) Chairman 2 2
Hasmukh Thakkar (Managing Director) Member 2 2
Ashwin Shah (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 the Meeting.

Recommendations of Audit Committee have been accepted by the Board 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.co.in

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; Non-receipt of AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4 (Four) times viz on May 24 2018; September 01 2018;November 13 2018 and February 18 2019. The composition of the Committee and the detailsof meetings attended by its members are given below:

Number of meetings during the financial year 2018-19

Name Designation Eligible to attend Attended
Ganpat Rawal (Independent Director) Chairman 4 4
Hasmukh Thakkar (Managing Director) Member 4 4
Ashwin Shah (Independent 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 2019.

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 September 01 2018 and February 18 2019. Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Number of meetings during the financial year 2018-19
Name Designation Eligible to attend Attended
Ganpat Rawal (Independent Director) Chairman 2 2
Chirag Thakkar (Non Executive Director) Member 2 2
Ashwin Shah (Independent Director) Member 2 2

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:

• 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 and experience for theposition 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 Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.amrapali.co.in.

Remuneration of Director:

The details of remuneration paid during the financial year 2018-19 to Managing Directorof the Company is provided in Form MGT-9 which is the part of 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

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 2019 in Form MGT-9 forms part ofthis Annual Report as Annexure – A. 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 – B".

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 Actand as 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 – C which formspart of 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 312019 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 no incidences 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 the financial year2018-19 (Previous Year – Nil) .

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 CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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 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. Doshi Maru & Associates Chartered Accountants Jamnagar (FRN:0112187W) were appointed as Statutory Auditors of the Company to hold office from the 13thAnnual General Meeting (AGM) till conclusion of the 17th Annual GeneralMeeting(AGM) of the company to be held in the calendar year 2021. The Notes to thefinancial statements referred in the Auditors Report are self-explanatory and therefore donot call for any comments under Section 134 of the Companies Act 2013. The Auditors'Report 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 AND THIEIR REPORT:

The Company has appointed Ms. Payal Dhamecha Practicing Company Secretary to conductthe secretarial audit of the Company for the financial year 2018-19 as required underSection 204 of the Companies Act 2013 and Rules made there under. The Secretarial AuditReport for the financial year 2018-19 is annexed to this report as an Annexure - D.

The Secretarial Audit Report does not contain any qualification reservation or adverseremarks except following:

Company has carried out financing activities and for which company filed anapplication before Reserve Bank of India for granting registration under Section 45-IA ofthe Reserve Bank of India Act 1934 which got rejected.

• Subsequently explained by management company is not required to register withRBI.

Till February 18 2019 Company has not appointed whole time CompanySecretary as Key Managerial Personnel as required under section 203 of the Companies Act2013.

The Board of Directors has appointed Company Secretary in their board meeting datedFebruary 18 2019.

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.

For and on behalf of Board of Directors
Amrapali Fincap Limited
Hasmukh Thakkar Chirag Thakkar
Place: Ahmedabad Managing Director Non-Executive Director
Date: August 30 2019 DIN 00071065 DIN 01993020