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Amrapali Fincap Ltd.

BSE: 539265 Sector: Financials
NSE: N.A. ISIN Code: INE990S01016
BSE 00:00 | 16 Aug Amrapali Fincap Ltd
NSE 05:30 | 01 Jan Amrapali Fincap Ltd
OPEN 12.12
PREVIOUS CLOSE 12.12
VOLUME 3600
52-Week high 17.30
52-Week low 10.10
P/E 33.67
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.12
CLOSE 12.12
VOLUME 3600
52-Week high 17.30
52-Week low 10.10
P/E 33.67
Mkt Cap.(Rs cr) 16
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 18th Annual report of the business andoperations of your Company (‘the Company') along with the audited financialstatements for the financial year ended March 31 2022.

FINANCIAL HIGHLIGHTS: (AMOUNT IN LAKHS)

Particulars F.Y. 2021-22 F.Y. 2020-21
Revenue from operation 1252.43 8454.45
Other Income 97.10 166.61
Total Revenue 1192.69 8621.06
Less: Total Expenses before Depreciation Finance Cost and Tax 1066.07 8401.27
Profit before Depreciation Finance Cost and Tax 126.62 219.79
Less: Depreciation 1.00 2.03
Finance Cost 68.34 150.38
Profit Before Tax 57.28 67.38
Less: Current Tax 14.94 19.50
Deferred tax Liability (Asset) (0.05) (0.28)
MAT Credit (6.00) (7.8)
Profit after Tax 48.39 55.96

REVIEW OF BUSINESS OPERATION FINANCIAL PERFORMANCE:

During the year under review Company has earned total income of 1192.69 Lakhs asagainst the total income of  8621.06 lakhs of previous Financial Year 2021-22. TheTotal Income of the company was decreased by 86.16% over previous year. The major decreasein total income of the Company is due to decreased in revenue from operation. The Revenuefrom Operation has decreased about 85.19% as compared to previous Financial Year 2020-21.

Further profit before tax in the financial year 2021-22 stood at 57.28 Lakhs ascompared to 67.38 Lakhs of last year and net profit after tax stood at 48.39 Lakhscompared to net profit of 55.96 Lakhs for previous year. The Net profit of the CompanyDecreased about 13.53% as compared to previous financial year. The major decreased inprofit is due to decreased in total income 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 2021-22 (Previous year - Nil).

TRANSFER TO RESERVES

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been carried to the balance sheet 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.

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 140000000/- divided into 14000000 EquityShares of 10/- each.

Issued Subscribed & Paid-Up Capital

The present Paid-up Capital of the Company is 134400000/- divided into 13440000Equity Shares of 10/ each-

CORPORATE UPDATES SPA AND OPEN OFFER:

i. On January 31 2022 the Acquirer (Mr. Rashmikant Amratlal Thakkar) has enteredinto Share Purchase  Agreement with the Selling Shareholders to acquire 1772400(Seventeen Lakh Seventy Two Thousand Four Hundred Only) fully paid-up Equity Shares("Sale Shares") of Rs. 10/- (Rupees Ten Only) each representing 13.19 %(Thirteen point Nineteen Percentage) of the total Paid Up Capital and Voting Equity ShareCapital of the Target Company at a Price of Rs.15.00/- (Rupees Fifteen Only) per EquityShare aggregating to Rs. 26586000/- (Rupees Two Crore Sixty Five Lacs Eighty SixThousand Only) payable in cash subject to the terms and conditions as mentioned in theSPA. The details of the Selling Shareholders are stated hereunder:

Name of Seller Promoter/Promoter Group No. of shares Sold Pursuant to SPA Percentage
Amrapali Industries Limited Promoter 993600 7.39%
Mr. Chirag Thakkar Promoter Group 620400 4.62%
Mr. Sunny Thakkar Public 158400 1.18%

ii. The Acquirer has also purchase through Open Market 1680000 equity shares December22 2021 representing 12.50% of the fully paid up equity shares capital of the TargetCompany during 26 weeks period prior to the date of PA.

iii. On Recommendation of the committee of Independent Director Open offer was made tothe shareholders of the Amrapali Fincap Limited ("Target Company") by Mr.Rashmikant Thakkar (Acquirer) for the Acquisition of 6600000 (Sixty Six Lacs) fullypaid-up equity Shares of Rs. 10/- each representing 49.11% of the total paid up equity andvoting shares capital at a price of Rs.22.20/-(Rupees Twenty Two Point Twenty paisa only)per equity shares payable in cash.

iv. On February 14 2022 Interactive Financial Services Limited-Category-I MerchantBanker appointed by  Acquirer submitted Draft letter of offer for their proposedacquisition of 6600000 equity Shares representing 49.11% of the total issued subscribedand Paid up capital of our company from the  Shareholders at a price of Rs.15.50 each("Offer Price").

Letter of Offer was dispatched to the shareholders of the Company on May 31 2022 andpursuant to Regulation 18(12) of the Securities and exchange Board of India (SubstantialAcquisition of Shares and Takeover) Regulations 2011 Post issue advertisement waspublished in same newspaper in which Detailed Public Statement was published. The OpenOffer opened on Tuesday June 7 2022 and ended on Monday June 20 2022 to the PublicShareholders of our Company as per SAST Regulations.

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 Direct orship 2 in which Director is Members in which Director is Chairma n No. of Shares held as on March 31 2022
Hashmukh Arvindbhai Thakkar Chairman and Managing Director March 022021 2 2 - -
Bhumi Atit Patel Non-Executive Independent Director March 022021 4 4 - -
Mr. Ganpat Motiram Rawal Non-Executive Independent Director September 30 2015 1 2 2 -

1Committee includes Audit Committee and Stakeholder's Relationship Committee acrossall 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 Director of the Company is serving as a Whole-TimeDirector in any other Listed Company and the number of their directorship is within thelimits laid down under section 165 of the Companies Act 2013.

BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meet 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 8(Eight) times on April 01 2021; June 10 2021; June 242021; August 20 2021; October 08 2021; November 10 2021; January 18 2022; and March30 2022. The details of the attendance of each Director at the Board Meetings are givenbelow;

Name of Director Date of Original Appointment Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Hashmukh Arvindbhai Thakkar April 32014 - 8 8
Ms. Bhumi Atit Patel March 182016 - 8 8
Mr. Ganpat Motiram Rawal August 082011 - 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 of the Companies Act 2013 and rules made there under theCompany has Two Non-Promoter Non-Executive Independent Directors in line with the act. TheCompany has received necessary declaration from each Independent Director under Section149 (7) of the Companies Act 2013 that they meet the criteria of independence laid downin Section 149 (6) of the Act. Further all the Independent Directors of the Company haveregistered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 30 2022 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. Except below:-

a) RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT.

i. In accordance with the provisions of the Articles of Association and Section 152 ofthe Companies Act 2013

Mr. Hashmukh Arvindbhai Thakkar (DIN: 00071065) 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 Nomination andRemuneration Committee and Board of Directors recommends his re-appointment on the Board.

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 18th Annual General meeting.

KEY MANAGERIAL PERSONNEL:

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. HashmukhArvindbhai Thakkar Chairman & Managing Director of the Company. Further Mr.Prakashchandra K Shah and Ms. Pooja Rajat Shah are acting as Chief Financial Officer andCompany Secretary respectively.

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 2022 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 2022 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 June24 2021; August 20 2021; November 10 2021; March 30 2022. The composition of theCommittee and the details of meetings attended by its members are given below:

Name Category Designation Number of meetings during the financial year 2021-22
Eligible to attend Attended
Mr. Ganpat Motiram Rawal Non-Executive Independent Director Chairman 4 4
Mr. Hashmukh Arvindbhai Thakkar Chairman and Managing Director Member 4 4
Ms. Bhumi Atit Patel Non-Executive Independent Director Member 4 4

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.

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 reviewStakeholder's Grievance & Relationship Committee met 4 (Four) times viz on June 242021; August 20 2021; November 10 2021; and January 18 2022.

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 2021-22
Eligible to attend Attended
Mr. Ganpat Motiram Rawal Non-Executive Independent Director Chairman 4 4
Mr. Hashmukh Arvindbhai Thakkar Chairman & Managing Director Member 4 4
Ms. Bhumi Atit Patel Non-Executive 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 2022.

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 20 2021; January 18 2022 and March 30 2022.

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 2021-22
Eligible to attend Attended
Mr. Ganpat Rawal Non-Executive Independent Director Chairman 3 3
Ms. Bhumi Atit Patel Non-Executive Independent Director Member 3 3
Mr. Hashmukh Arvindbhai Thakkar Chairman & Managing Director Member 3 3

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 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 2021-22 to Managing Directorof the Company is provided in Annual Return which is available on www.amrapali.co.in

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2022 is available on the Company's website onhttp://www.amrapali.co.in/investors.aspx

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.co.in.

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.

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".

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 partof this Report.

MATERIAL CHANGES AND COMMITMENT:

There were 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 312022 to the date of this Report.

On Recommendation of the committee of Independent Director Open offer was made to theshareholders of the Amrapali Fincap Limited ("Target Company") by Mr. RashmikantThakkar (Acquirer) for the Acquisition of 6600000 (Sixty Six Lacs) fully paid-up equityShares of Rs. 10/- each representing 49.11% of the equity and voting shares capital at aprice of Rs.22.20/-(Rupees Twenty Two Point Twenty paisa only) per equity shares payablein cash. Letter of Offer was dispatched to the shareholders of the Company on May 31 2022and pursuant to Regulation 18(12) of the Securities and exchange Board of India(Substantial Acquisition of Shares and Takeover) Regulations 2011 Post issueadvertisement was published in same newspaper in which Detailed Public Statement waspublished. The Open Offer opened on Tuesday June 7 2022 and ended on Monday June 202022 to the Public Shareholders of our Company as per SAST Regulations.

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:

Our Company not a manufacturing industry the Company has not taken any major step toconserve the energy. Further the Company has not utilized alternate sources energy exceptelectricity. In addition to that the Company is not manufacturing Company and thereforethe question of technology absorption does not arise. Hence the details of conservationof energy technology absorption etc. as required under section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is not applicable to theCompany.

Further there was no foreign exchange earnings and outgo during the financial year2021-22 (Previous Year Nil).

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with all the applicable Secretarial Standard issued by theInstitute of Company Secretaries of 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 CONTROL SYSTEMS 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:

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. D G M S & CO Chartered Accountant Jamnagar (formerly known as M/s. DoshiMaru & Associates Chartered Accountant Jamnagar) (FRN: 0112187W) were re-appointedas the Statutory Auditors of the company in the Annual General Meeting of the Company heldon September 21 2021 to hold the office up to the conclusion of Annual General Meeting tobe held in the financial year 2025. However M/s. D G M S & CO Chartered AccountantJamnagar (formerly known as M/s. Doshi Maru & Associates Chartered AccountantJamnagar) (FRN: 0112187W) vide its letter dated June 30 2022 resigned as the StatutoryAuditors of the Company citing the reasons management is considering to align its auditorsacross various entities within the Amrapali Group of companies in the context of certainrecent developments and various services provided by the respective firms of charteredaccountants. Based on the recommendations of the Audit Committee the Board of Directorsat its meeting held on July 29th 2022 noted and accepted the resignation of M/s. D G M S& CO Chartered Accountant Jamnagar (formerly known as M/s. Doshi Maru &Associates Chartered Accountant Jamnagar) (FRN: 0112187W). The Board also placed onrecord its appreciation to outgoing Auditors for their contribution to the Company withtheir audit processes and standards of auditing. In this regard after obtaining theirconsent and eligibility certificate under Section 139(1) of the Companies Act 2013 theBoard of Directors of the Company at their meeting held on July 29 2022 appointed M/sRaichura & Co Chartered Accountants (Firm Registration Number: 126105W) as theStatutory Auditors of the Company under Section 139(8) of the Companies Act 2013 to fillthe casual vacancy consequent to the resignation of M/s. D G M S & CO CharteredAccountant Jamnagar (formerly known as M/s. Doshi Maru & Associates CharteredAccountant Jamnagar) (FRN: 0112187W).

As required by Section 139(8) of the Companies Act 2013 the appointment is also to beratified and approved at a general meeting of the Company. Accordingly the Board ofDirectors recommends the said appointment for the ratification and approval ofshareholders at the ensuing AGM of the Company.

However M/s. Raichura & Co Chartered Accountants Jamnagar (Firm RegistrationNumber: 126105W) tendered resignation vide letter dated August 08 2022 citing the reasonsthat to non-convenience in Monetary Terms.

1. Based on the recommendations of the Audit Committee the Board of Directors at itsmeeting held on August 08 2022 noted and accepted the resignation of M/s. Raichura &Co Chartered Accountants Jamnagar (Firm Registration Number: 126105W).

In this regard after obtaining their consent and eligibility certificate under Section139(1) of the Companies Act 2013 the Board of Directors of the Company at their meetingheld on August 08 2022 appoint M/s. B.B. Gusani & Associates Chartered AccountantsJamnagar (Firm Registration Number: 140785W) as the Statutory Auditors of the Companyunder Section 139(8) of the Companies Act 2013 to fill the casual vacancy consequent tothe resignation of M/s. Raichura & Co Chartered Accountants Jamnagar (FRN: 126105W).

As required by Section 139(8) of the Companies Act 2013 the appointment is also to beratified and approved at a general meeting of the Company. Accordingly the Board ofDirectors recommends the said appointment for the ratification and approval ofshareholders at the ensuing AGM of the Company.

M/s. B.B.Gusani & Associates is the Proprietary Concern of CA Bhargav BharatbhaiGussani. Bhargav Bharatbhai Gussani is an Associate Chartered Accountant &Bachelorette in Commerce. Bhargav Bharatbhai Gussani holds 13 Years of experience.

Further the Board on the recommendation of the Audit Committee and subject to theapproval of the shareholders approved appointment of M/s. B.B. Gusani & AssociatesChartered Accountants Jamnagar (Firm Registration Number: 140785W) from the conclusion ofthe ensuing 18th AGM till the conclusion of the 23rd AGM to be held in the year 2027 atsuch remuneration plus out of pocket expenses and applicable taxes as may be mutuallyagreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s Raichura& Co Chartered Accountants Jamnagar (Firm Registration Number: 126105W) as theStatutory Auditors of the Company is appearing in the Notice convening the ensuing AGM ofthe Company.

The Audit for FY 2021-22 was conducted by M/s. D G M S & CO Chartered AccountantJamnagar (formerly known as M/s. Doshi Maru & Associates Chartered AccountantJamnagar) (FRN: 0112187W) and there are no qualifications reservations adverse remarksor disclaimers made by the Statutory Auditor in their Audit Report. 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 is enclosed with the financial statements in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Year under review no significant and material orders passed by anyregulators or courts or tribunals impacting the going concern status and company'soperation in future.

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 M/s. Payal Dhamecha & Associates Practicing Company Secretary Ahmedabad toconduct the Secretarial Audit of the Company for the financial year 2021-22. TheSecretarial Audit Report is annexed herewith as Annexure-E to this Report.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely"www.amrapali.co.in" containing basic information about the Company. The websiteof the Company is containing information like Policies Shareholding Pattern Financialand information of the designated officials of the Company who are responsible forassisting and handling investor grievances for the benefit of all stakeholders of theCompany etc.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR:

During the Financial Year 2021-22 there was no application made and proceedinginitiated /pending under the Insolvency and Bankruptcy Code 2016 by any Financial and/orOperational Creditors against your Company. As on the date of this report there is noapplication or proceeding pending against your company under the Insolvency and BankruptcyCode 2016.

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 or otherwise;

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

iii. Details relating to deposits covered under Chapter V of the Act;

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.

Registered Office By order of the Board
19 20 21 Narayan Chambers 3rd Floor Behind For Amrapali Fincap Limited
Patang Hotel Ashram Road Ahmedabad 380 009
SD/-
Hashmukh Arvindbhai Thakkar
Chairman and Managing Director
Place: Ahmedabad DIN 00071065
Date: September 1 2022

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