You are here » Home » Companies » Company Overview » Amrapali Fincap Ltd

Amrapali Fincap Ltd.

BSE: 539265 Sector: Financials
NSE: N.A. ISIN Code: INE990S01016
BSE 00:00 | 08 Sep 18.00 0
(0.00%)
OPEN

16.25

HIGH

18.00

LOW

16.25

NSE 05:30 | 01 Jan Amrapali Fincap Ltd
OPEN 16.25
PREVIOUS CLOSE 18.00
VOLUME 3600
52-Week high 19.40
52-Week low 12.16
P/E 42.86
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.25
CLOSE 18.00
VOLUME 3600
52-Week high 19.40
52-Week low 12.16
P/E 42.86
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2020.

Financial Highlights:

(Amount in Lakhs)

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from operation 11268.12 4403.36
Other Income 478.84 380.82
Total Revenue 11746.96 4784.18
Less: Total Expenses before Depreciation Finance Cost and Tax 11546.32 4650.07
Profit before Depreciation Finance Cost and Tax 200.64 134.11
Less: Depreciation 2.07 2.28
Finance Cost 110.32 72.49
Profit Before Tax 88.25 59.34
Less: Current Tax 19.50 15.50
Deferred tax Liability (Asset) (0.30) (0.27)
MAT Credit (6.03) (4.04)
Profit after Tax 75.08 48.14

REVIEW OF BUSINESS OPERATION Financial performance:

During the year under review Company has earned total income of 11746.96 Lakhs asagainst the total income of 4784.18 lakhs of previous Financial Year 2018-19. The TotalIncome of the company was increased by 145.54% over previous year. The major increase intotal income of the Company is due to increase in Revenue from operation. The Revenue fromOperation has increased about 155.90% as compared to previous Financial Year 2018-19.Further profit before tax in the financial year 2019-20 stood at 88.25 Lakhs as comparedto 59.34 Lakhs of last year and net profit after tax stood at 75.08 Lakhs compared toprofit of 48.14 Lakhs for previous year. The profit of the Company increased about 55.96%as compared to previous financial year. The major increase in profit is due to increase intotal income of the Company as compared to increase in total expenses of the Company.Dividend With a view to conserve and save the resources for future prospect of theCompany your Directors regret to declare dividend for the financial year 2019-20(Previous year - Nil). Net Profit Transfer to Reserve The Company has not transferred anyamount to any reserve for the financial year 2019-20. All the profit of the Company wastransferred to carry forward credit balance of Profit and Loss account of the Company.Change in Nature of Business: During the year your Company has not changed its businessor object and continues to be in the same line of business as per main object of theCompany. Share Capital: During the year under review no changes took places in theAuthorized and Paid-up share capital of the Company.

Authorized Capital

The Authorized Capital of the Company is 14 00 00000/- divided into 14000000 EquityShares of 10/- each. Issued Subscribed & Paid-Up Capital The present Paid-up Capitalof the Company is 13 44 00000/- divided into 13440000 Equity Shares of 10/-.

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

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

No. of Committee1
Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Director ship2 in which Director is Members in which Director is Chairman No. of Shares held as on March 31 2020
Mr. Hasmukh Thakkar Managing Director February 19 2015 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 -
Mr. Ashwin Shah Independent Director September 28 2017 2 2 - -

1 Committee includes Audit Committee and Shareholders' Grievances Committee across allPublic 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 tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector or Managing Director in any Listed Company and is holding position of IndependentDirector in more than 3 Listed Company and none of the Director of the Company is holdingposition as Director in more than eight listed entities and none of the Director isserving as Independent Director in more than 7 Listed Company. None of the Directors ofthe Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act 2013. Board Meeting Regular meetings of the Board are held atleast once in a quarter. The Board of the Company regularly meets to discuss variousBusiness opportunities. Additional Board meetings are convened as and when requires todiscuss and decide on various business policies strategies and other businesses. Duringthe year under review Board of Directors of the Company met 8(Eight) times on April 272019; May 27 2019; August 30 2019; September 23 2019; October 05 2019; November 122019; January 20 2020 and February 21 2020. The details of the attendance of eachDirector 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 - 8 8
Ms. Bhumi Patel March 182016 - 8 8
Mr. Chirag Thakkar November 082009 - 8 6
Mr. Ganpat Rawal August 082011 - 8 8
Mr. Ashwin Shah March 152017 - 8 8

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 ofthe Companies Act 2013 and rules made there under the Company has three Non-PromoterNon-Executive Independent Directors in line with the act. The Company has receivednecessary declaration from each Independent Director under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act. Further all the Independent Directors of the Company have registeredthemselves in the Independent Director Data Bank. A separate meeting of IndependentDirectors was held on February 21 2020 to review the performance of Non-IndependentDirectors and Board as whole and performance of Chairperson of the Company includingassessment of quality quantity and timeliness of flow of information between Companymanagement and Board. Information on Directorate: During the year under review there wasno change in constitution of the Board of Directors of the Company. In accordance with theprovisions of the Articles of Association and Section 152 of the Companies Act 2013 Ms.Bhumi Patel(DIN: 07473437) Non-Executive Director of the Company retires by rotation atthe ensuing annual general meeting. She being eligible has offered herself forre-appointment as such and seeks re-appointment. The Nomination and Remuneration Committeeand Board of Directors recommends her re-appointment on the Board. The relevant detailsas required under Regulation 36 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") and SecretarialStandard of the person seeking re-appointment/ appointment as Director are also providedin Notes to the Notice convening the 16th Annual General meeting. Key ManagerialPersonnel: During the year under review there was no change in Key Managerial Personnel.In accordance with Section 203 of the Companies Act 2013 the Company has Mr. HasmukhThakkar Managing Director who is acting as Managing Director of the Company. Further Mr.Prakashchandra K Shah and Ms. Pooja Shah are acting as Chief Financial Officer and CompanySecretary respectively. Performance Evaluation: The Board of Directors has carried out anannual evaluation of its own performance board committees and individual directorspursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from allthe directors 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 remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role. Separate meetingof independent directors was held to evaluate the performance of non-independentdirectors performance of the board as a whole and performance of the chairman takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors was alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding 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 accountsfor the year ended March 31 2020 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 2020 on going 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.

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 2 (Two) times viz on May 272019 and November 12 2019. The composition of the Committee and the details of meetingsattended by its members are given below:

Number of meetings during the financial year 2019- 20
Name Category Designatio n Eligible to attend Attended
Ganpat Rawal Non-Executive Independent Director Chairman 2 2
Ashwin Shah Non-Executive Independent Director Member 2 2
Hasmukh Thakkar Managing 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 have been accepted by the Boardwherever/whenever given. Vigil Mechanism: The Company has established a vigil mechanismand accordingly framed a Whistle Blower Policy. The policy enables the employees to reportto the management instances of unethical behavior actual or suspected fraud or violationof Company's Code of Conduct. Further the mechanism adopted by the Company encourages theWhistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in exceptional cases.The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.None of the Whistle blowers has been denied access to the Audit Committee of the Board.The Whistle Blower Policy of the Company is available on the website of the Companywww.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 272019; August 30 2019; November 12 2019 and February 21 2020. The composition of theCommittee and the details of meetings attended by its members are given below:

Number of meetings during the financial year 2019- 20
Name Category Designatio n Eligible to attend Attended
Ganpat Rawal Non-Executive Chairman
Independent 4 4
Director
Ashwin Shah Non-Executive Independent Director Member 4 4
Hasmukh Thakkar Managing 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 RemunerationCommittee:

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 February 21 2020. The compositionof the Committee and the details of meetings attended by its members are given below:

Number of meetings during the financial year 2019- 20
Name Category Designation Eligible to attend Attended
Ganpat Rawal Non-Executive Independent Director Chairman 2 2
Chirag Thakkar Non-Executive Director Member 2 2
Ashwin Shah Non-Executive Independent 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.co.in and is annexed to this Report as Annexure A.Remuneration of Director: The details of remuneration paid during the financial year2019-20 to Managing Director of the Company is provided in Form MGT-9 which is the part ofthis report given as 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 ofLoans Guarantees Investments and Security covered under the provisions of Section 186 ofthe Companies Act 2013 are given in the notes to the Financial Statement. Extract ofAnnual Return: Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section92 of the Companies Act 2013 read with Rule 12 of Companies (Management andAdministration) Rules 2014 the extract of the Annual Return as at March 31 2020 in FormMGT-9 forms part of this Annual Report as Annexure B. Contracts or Arrangements withRelated Parties: Particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed tothis Report as "Annexure C". Disclosure of Remuneration: In terms of theprovisions 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 a statement showingthe names and other particulars of the employees drawing remuneration in excess of thelimits set out in the said rules will be available for inspection at the Registered Officeof the Company during working hours and any member interested in obtaining suchinformation may write to the Company and the same will be furnished on request. Havingregard to the provisions of the first proviso to Section 136(1) of the Act and as advisedthe Annual Report excluding the aforesaid information is being sent to the members of theCompany. 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 of thisReport. Material Changes and Commitment: There are no material changes and commitmentsaffecting the financial position of the Company have occurred between the ends offinancial year of the Company i.e. March 31 2020 to the date of this Report. SexualHarassment of Women at Workplace: To foster a positive workplace environment free fromharassment of any nature we have institutionalized the Anti-Sexual Harassment Initiative(ASHI) framework through which we address complaints of sexual harassment at the allworkplaces of the Company. Our policy assures discretion and guarantees non-retaliation tocomplainants. We follow a gender-neutral approach in handling complaints of sexualharassment and we are compliant with the law of the land where we operate. During the yearunder review there were no incidences of sexual harassment reported. Energy ConservationTechnology Absorption and Foreign Exchange Earnings and Outgo: The Company being engagedin the Service Industries the Company has not taken any major step to conserve theenergy. Further the Company has not utilized alternate sources energy except electricity.In addition to that the Company is not manufacturing Company and therefore the questionof technology absorption does not arise. Hence the details of conservation of energytechnology absorption etc. as required under section 134(3)(m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is not applicable to the Company. Furtherthere was no foreign exchange earnings and outgo during the financial year 2019-20(Previous Year Nil). Secretarial Standards of ICSI: The Company is in compliance with theSecretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting(SS-2) issued by the Institute of Company Secretaries of India and approved by the CentralGovernment. Risk Management: A well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process isin place. The objective of the mechanism is to minimize the impact of risks identified andtaking advance actions to mitigate it. The mechanism works on the principles ofprobability of occurrence and impact if triggered. A detailed exercise is being carriedout to identify evaluate monitor and manage both business and non-business risks.Internal Financial Control Systems and their Adequacy: The Company has an effectiveinternal control system which ensures that all the assets of the Company are safeguardedand protected against any loss from unauthorized use or disposition. The Internal Auditorsof the Company carry out review of the internal control systems and procedures. Theinternal audit reports are reviewed by Audit Committee. The Company has also put in placeadequate internal financial controls with reference to the financial statementscommensurate with the size and nature of operations of the Company. During the year suchcontrols were tested and no material discrepancy or weakness in the Company's internalcontrols over financial reporting was observed. Corporate Governance: Your Company strivesto incorporate the appropriate standards for corporate governance. However pursuant toRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company is not required to mandatorily comply with the provisions of certainregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and therefore the Company has not provided a separate report on Corporate Governancealthough few of the information are provided in this report of Directors under relevantheading. Management Discussion and Analysis Report: In terms of Regulation 34 andSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areview of the performance of the Company for the year under review Management Discussionand Analysis Report is presented in a separate section forming part of this AnnualReport. Statutory Auditor and Their Report: Pursuant to the provisions of Section 139 ofthe Companies Act 2013 read with rules made thereunder M/s. D G M S & CO CharteredAccountant Jamnagar (formerly known as M/s. Doshi Maru & Associates CharteredAccountant Jamnagar) (FRN: 0112187W) were appointed as Statutory Auditors of the Companyto hold office from the 13th Annual General Meeting (AGM) till conclusion of the 17thAnnual General Meeting(AGM) of the company to be held in the calendar year 2021. The Notesto the financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013. TheAuditors' Report does not contain any qualification reservation or adverse remark. TheAuditors' 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 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 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 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-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 Non-Executive Director
Date: August 28 2020 DIN 00071065 DIN 01993020

.