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Amrapali Fincap Ltd.

BSE: 539265 Sector: Financials
NSE: N.A. ISIN Code: INE990S01016
BSE 00:00 | 11 Apr Amrapali Fincap Ltd
NSE 05:30 | 01 Jan Amrapali Fincap Ltd
OPEN 32.00
PREVIOUS CLOSE 32.00
VOLUME 1200
52-Week high 75.95
52-Week low 25.50
P/E 94.12
Mkt Cap.(Rs cr) 43
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.00
CLOSE 32.00
VOLUME 1200
52-Week high 75.95
52-Week low 25.50
P/E 94.12
Mkt Cap.(Rs cr) 43
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 the financialyear ended March 31 2017.

Financial Highlights:

(Amt in Lakh)
Particulars F.Y. 2016-17 F.Y. 2015-16
Income from Share & Commodity Trading 2458.45 1240.47
Other Income 1361.80 645.39
Total Revenue 3820.25 1885.86
Less: Total Expenses before Depreciation Finance Cost and Tax 3677.30 1847.84
Profit before Depreciation Finance Cost and Tax 142.95 38.02
Less: Depreciation 2.28 2.30
Finance Cost 85.05 5.43
Profit Before Tax 55.62 30.29
Less: Current Tax 10.60 10.39
Deferred tax Liability (Asset) -0.16 -0.07
Profit after Tax 45.18 19.97

REVIEW OF BUSINESS OPERATION

Financial performance:

During the year under review Company has earned total income of Rs. 3820.25 Lakh asagainst the total income of Rs. 1885.85 Lakh of previous year. The total income of thecompany was increase by 102.57% over previous year. During the year the income from saleof shares increased from Rs 1225.06 Lacs to Rs 2452.39 Lacs which double than that ofprevious year. On the other hand increase in revenue also resulted in to increase inpurchase of stock-in trade. In the same way increase in finance cost of the Companyresulted in to decrease in profit of the company proportionately as compare to previousyear. Further profit before tax in the financial year 2016-17 stood at Rs 55.62 Lakh ascompared to Rs 30.29 Lakh of last year and net profit after tax stood at Rs 45.18 Lakhcompared to profit of Rs. 19.97 Lakh for previous year.

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 2016-17 (Previous year - Nil).

Net Profit Transfer to Reserve

The Company has not transferred any amount to any reserve for the financial year2016-17. 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 Direct orship2

No. of Committee1

No. of Shares held as on March 31 2017

in which Director is Members in which Director is Chairman
Mr. Hasmukh Thakkar3 Managing Director February 19 2015 2 2 - -
Mr. Chirag Thakkar Non-Executive Director April 10 2015 3 2 - 1706242Equity Shares
Ms. Bhumi Patel Non-Executive March 18 2016 2 2 - -
Mr. Ganpat Rawal Director Independent September 30 2015 1 - 2 -
Ashwin Shah4 Director Independent Director March 15 2017 2 0 - -

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

2 Excluding Section 8 Company & struck of Companies

3 Acting as the Chairman of the Board

4 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 Listing Regulations. None of theDirectors of Board is a member of more than ten Committees or Chairman of more than fivecommittees across all the Public companies in which they are Director. The necessarydisclosures regarding Committee positions have been made by all the Directors.

Board 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 ofDirectors of the Company met 14 times on April 28 2016; May 23 2016; June 042016; June 21 2016; June 30 2016; July 21 2016; July 28 2016; August 16 2016;November 11 2016; November 14 2016; December 31 2016; January 24 2017; March 08 2017and March 15 2017. The details of attendance of each Director at the Board Meeting andAnnual General Meeting held on September 30 2016 are given below;

Name of Director Mr. Hasmukh Thakkar Mr. Chirag Thakkar Mr. Ganpat Rawal Ms. Bhumi Patel Mr. Devendra Shah
No. of Board Meeting Eligible to attend 14 14 14 14 6
No. of Board Meeting attended 14 14 14 14 6
Presence at the previous AGM Yes Yes Yes Yes Yes

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 March 15 2017 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.amrapali.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 the Board of Directors in their Meeting held on August16 2016 had appointed Mr. Devendra Shah as an Additional (Non-Executive Independent)Director of the Company whose appointment was regularized by the Members of the Company intheir last annual general meeting. Further Mr. Devendra Shah has tendered his resignationfrom the Directorship of the Company w.e.f. August 3 2017 due to his pre-occupation inother business. The Board of Directors places their appreciation to Mr. Devendra Shah forserving the Company as Director of the Company. Further Mr. Ashwin Shah was appointed asan Additional (Non-Executive Independent) Director of the Comapny w.e.f. March 15 2017who shall hold office as such till the conclusion of ensuing Annual General Meeting of theCompany in terms of Section 161 of the Companies Act 2013. A Notice under Section 160 ofthe act has been received from member proposing candidature of Mr. Ashwin Shah (DIN01528910) appointment as an Independent Director of the Company. The Board of Directorsrecommend his consecutive year i.e. up to March 14 2022 as per Section 149 of the act andresolution to that effect has been proposed for approval of Members of the company at theensuing Annual General Meeting. In accordance with the provisions of the Articles ofAssociation and Section 152 of the Companies Act 2013 Mr. Hasmukh ThakkarManaging Director of the Company retires by rotation at the ensuing annual generalmeeting. He being eligible has offered himself for re-appointment as such and seeksre-appointment. The Board of Directors recommends his appointment on the Board. Therelevant details as required under Regulation 36 (3) of SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015 ("SEBI Listing Regulations") of the personseeking re-appointment/ appointment as Director are also provided in Note No. 23 of theNotice convening the 13th annual general meeting. None of the Director of theCompany is serving as a Whole-Time Director in any Listed Company and is holding positionof Independent Director in more than 3 Listed Company and none of the Director of theCompany is holding position as Independent Director in more than 7 Listed Company. None ofthe Directors of the Company is disqualified for being appointed as Director as specifiedin Section 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has appointedMr. Hasmukh Thakkar who is acting as Managing Director of the Company. During the yearunder review Mr. Tushar Donda who was the Company secretary of the Company has tenderedhis resignation w.e.f. closing business hours of August 15 2016. The Board of Directorsin their meeting held on December 31 2016 has appointed Mr. Chinmay Methiwala as theCompany Secretary and Compliance officer of the Company w.e.f. December 31 2016 who hasafter the closure of financial year 2016-17 tendered the resignation w.e.f. April 52017. Further Mr. Prakashchandra K Shah is acting as Chief Financial Officer of theCompany.

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. 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 thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance 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 theperformance of non-independent directors performance of the board as a whole andperformance 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 directors was done by the entire board excluding the independent directorbeing evaluated.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In preparation of annual accountsfor the year ended March 31 2017 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2017 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 4 (Four) times viz on May 232016 August 16 2016 November 11 2016 and November 14 2016. The composition of theCommittee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2016-17

Eligible to attend Attended
Mr. Ganpat Rawal Chairman 4 4
Mr. Saurabh Shah ^ Member 1 1
Mr. Devendra Shah $ Member 2 2
Mr. Hasmukh Thakkar Member 4 4

^ up to August 15 2016 $ w.e.f August 16 2016

The constitution of the Audit Committee was changed by inducting Mr. Devendra Shah asMember in place of Mr. Saurabh Shah who had tendered his resignation w.e.f. August 162016. 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. Further after closure of financial year 2016-17 theconstitution of Audit Committee was changed by inducting Mr. Ashwin Shah as Member inplace of Mr. Devendra Shah who has tendered his resignation w.e.f. August 3 2017.

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 Annual Report;Dividend Warrants; etc. During the year under review Stakeholder s Grievance &Relationship Committee met 4 (Four) times viz on May 23 2016 August 16 2016 November11 2016 and January 24 2017. The composition of the Committee and the details ofmeetings attended by its members are given below:

Name Designation Number of meetings during the financial year 2016-17
Eligible to attend Attended
Mr. Saurabh Shah ^ Chairman 1 1
Mr. Ganpat Rawal Chairman 4 4
Mr. Devendra Shah $ Member 2 2
Mr. Hasmukh Thakkar Member 4 4

^ up to August 15 2016 $ w.e.f August 16 2016

The constitution of the Stakeholder s Grievance & Relationship Committee waschanged by inducting Mr. Devendra Shah as Member in place of Mr. Saurabh Shah who hadtendered his resignation w.e.f. August 16 2016. During the year the Company had notreceived any complaints from the Shareholders. There was no complaint pending as on March31 2017. Further after closure of financial year 2016-17 the constitution ofStakeholder s Grievance & Relationship Committee was changed by inducting Mr. AshwinShah as Member in place of Mr. Devendra Shah who has tendered his resignation w.e.f.August 3 2017.

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 3 (Three) times viz on August 16 2016 November 11 2016 and March 152017. The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation

Number of meetings during the financial year 2016-17

Eligible to attend Attended
Mr. Ganpat Rawal Chairman 3 3
Mr. Saurabh Shah ^ Member 0 0
Mr. Devendra Shah $ Member 2 2
Mr. Chirag Thakkar Member 3 3

^ up to August 15 2016 $ w.e.f August 16 2016

The constitution of the Nomination and Remuneration Committee was changed by inductingMr. Devendra Shah as Member in place of Mr. Saurabh Shah who had tendered his resignationw.e.f. August 16 2016. Further after closure of financial year 2016-17 the constitutionof Nomination and Remuneration Committee was changed by inducting Mr. Ashwin Shah asMember in place of Mr. Devendra Shah who has tendered his resignation w.e.f. August 32017.

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 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 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 2016-17 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 2017 in Form MGT-9 forms part ofthis Annual Report as Annexure 1. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2016-17 the Company has entered into few transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 which were inthe ordinary course of business and at arms length basis although the Company has alsoentered into few transactions which were not on arms length basis after obtaining therequisite approval of Board or Members as the case may be. The details of the relatedparty transactions as required under Accounting Standard - 18 are set out in Notes to thefinancial statements. Information on transactions with related parties pursuant to section134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules 2014 aregiven in Annexure 2 in Form AOC-2 and the same forms part of 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 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 requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as an Annexure 3which forms part 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 312017 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 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 year2016-17 (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:

M/s. Doshi Maru & Associates Chartered Accountants Ahmedabad (FRN: 0112187W) isacting as Statutory Auditor of the Company. The Members of the Company had in its lastAnnual General Meeting held on September 30 2016 appointed M/s. Doshi Maru &Associates Chartered Accountants to hold office for from the conclusion of 12thAnnual General Meeting till the conclusion of 13th Annual General Meeting ofthe Company to be held in the year 2017. Further the Company has received consent letterfrom M/s. Doshi Maru & Associates for acting as Statutory Auditor of the Company andeligibility certificate that their appointment if made will be in accordance with thestatutory provisions. The Board of Directors recommend their appointment as statutoryauditor of the Company to hold office from the conclusion of ensuing annual generalmeeting till the conclusion of 17th annual general meeting to be held in theyear 2021. The Auditors Report for financial year 2016-17 is self-explanatory and does notcontain any qualification reservation or adverse remark. The Auditors Report is enclosedwith 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 2016-17 as required underSection 204 of the Companies Act 2013 and Rules made there under. The Secretarial AuditReport for the financial year 2016-17 is annexed to this report as an Annexure - 4.The Secretarial Audit Report contains annotations for Loan to relative of Director. YourDirectors state that the Company being engaged in the financing activities it has grantedloan to relative of Directors which the Company is in process to recover the same. Infact as on date the same has been recovered.

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-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: September 4 2017 DIN 00071065 DIN 01993020

Annexure 2 Form No. AOC-2 Particulars of Contracts/arrangements made with relatedparties

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

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

There were no contracts or arrangements or transactions entered in to by the Companyduring the financial year ended on March 31 2017 which were not at arm s length basis.

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

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

RPT No. Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
1. Amrapali Capital and Finance Services Limited Public Company wherein Mr. Chirag Thakkar is Managing Director and hold more than 2% of the Shares Margin Money F.Y. 2016-17 On Arms Length Basis April 28 2016 -
2. Amrapali Industries Limited Promoter Company Margin Money F.Y. 2016-17 On Arms Length Basis April 28 2016 -
3. Aarya Grand Hotels & Resorts Private Limited a private company in which relative of Mr. Chirag Thakkar is Director Share in Income from Joint Venture F.Y. 2016-17 On Arms Length Basis April 28 2016 -

Annexure 3 Particulars of Employees

(Pursuant to Section 197(12) read with Rules made there under)

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under.

A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a) The ratio of remuneration of each director to themedian remuneration of employees for the financial year:

Sr. No. Name Designation Ratio against median employee's remuneration
1. Hasmukh Thakkar Managing Director 2.026 : 1

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

There has been no increase in remuneration of any director chief financial officer andCompany Secretary of the Company over previous year.

c) The percentage increase in the median remuneration of employees in the financialyear:

The median remuneration of employee is increased by 13.60% over previous year. Themedian remuneration was increased due to increase in number of employee of the Company andbut it included qualitative payout to the existing employee s.

d) The number of permanent employees on the rolls of the Company: 12 Employees

e) Average percentile increase in the Salaries of the Employees and ManagerialRemuneration:

The average salaries of the employees increased by 21.38% over a previous year. Theaverage remuneration increased due to increase in number of employee of the Company andqualitative payout to the existing employee. Further there was no increase in theremuneration of Managing Director. The Board of Directors of the Company affirmed thatremuneration of all the Key Managerial Personnel of the Company are as per theRemuneration Policy of the Company.

For and on behalf of Board of Directors
Amrapali Fincap Limited
Hasmukh Thakkar Chirag Thakkar
Place: Ahmedabad Managing Director Non-Executive Director
Date: September 4 2017 DIN 00071065 DIN 01993020