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EQUITY - MARKET SCREENER

Amrapali Fincap Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
539265
INE990S01016
110.2475284
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
33.67
16.29
EPS(TTM)
Face Value()
Div & Yield %
0.36
10
0
 

As on: Feb 06, 2023 04:44 AM

Dear Shareholders,

The Board of Directors hereby submits the 18th Annual report of the business and operations of your Company (‘the Company'), along with the audited financial statements, 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 as against the total income of  8621.06 lakhs of previous Financial Year 2021-22. The Total Income of the company was decreased by 86.16% over previous year. The major decrease in total income of the Company is due to decreased in revenue from operation. The Revenue from 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 as compared to 67.38 Lakhs of last year and net profit after tax stood at 48.39 Lakhs compared to net profit of 55.96 Lakhs for previous year. The Net profit of the Company Decreased about 13.53% as compared to previous financial year. The major decreased in profit 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, your Directors 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. The profit 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 to be 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-up share capital of the Company.

Authorized Capital

The Authorized Capital of the Company is 14,00,00,000/- divided into 1,40,00,000 Equity Shares of 10/- each.

Issued, Subscribed & Paid-Up Capital

The present Paid-up Capital of the Company is 13,44,00,000/- divided into 1,34,40,000 Equity Shares of 10/ each-

CORPORATE UPDATES SPA AND OPEN OFFER:

i. On January 31, 2022, the Acquirer (Mr. Rashmikant Amratlal Thakkar) has entered into Share Purchase  Agreement with the Selling Shareholders to acquire 17,72,400 (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 Share Capital of the Target Company at a Price of Rs.15.00/- (Rupees Fifteen Only) per Equity Share aggregating to Rs. 2,65,86,000/- (Rupees Two Crore Sixty Five Lacs Eighty Six Thousand Only) payable in cash, subject to the terms and conditions as mentioned in the SPA. 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 16,80,000 equity shares December 22, 2021 representing 12.50% of the fully paid up equity shares capital of the Target Company during 26 weeks period prior to the date of PA.

iii. On Recommendation of the committee of Independent Director Open offer, was made to the shareholders of the Amrapali Fincap Limited ("Target Company") by Mr. Rashmikant Thakkar (Acquirer) for the Acquisition of 66,00,000 (Sixty Six Lacs) fully paid-up equity Shares of Rs. 10/- each representing 49.11% of the total paid up equity and voting 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 Merchant Banker appointed by  Acquirer submitted Draft letter of offer for their proposed acquisition of 66,00,000 equity Shares representing 49.11% of the total issued, subscribed and 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 and pursuant to Regulation 18(12) of the Securities and exchange Board of India (Substantial Acquisition of Shares and Takeover), Regulations, 2011, Post issue advertisement was published in same newspaper in which Detailed Public Statement was published. The Open Offer opened on Tuesday June 7, 2022 and ended on Monday, June 20, 2022 to the Public Shareholders 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 02,2021 2 2 - -
Bhumi Atit Patel Non-Executive Independent Director March 02,2021 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 across all Public Companies.

2 Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits 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 the Company regularly meet to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 8(Eight) times on April 01, 2021; June 10, 2021; June 24, 2021; August 20, 2021; October 08, 2021; November 10, 2021; January 18, 2022; and March 30, 2022. The details of the attendance of each Director at the Board Meetings are given below;

Name of Director Date of Original Appointment Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Hashmukh Arvindbhai Thakkar April 3,2014 - 8 8
Ms. Bhumi Atit Patel March 18,2016 - 8 8
Mr. Ganpat Motiram Rawal August 08,2011 - 8 8

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

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Two Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies 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 registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 30, 2022 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE:

During the year under review, there was no change in constitution of the Board of Directors 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 of the Companies Act, 2013,

Mr. Hashmukh Arvindbhai Thakkar (DIN: 00071065), Executive Director of the Company, retires by rotation at the ensuing annual general meeting, he, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Nomination and Remuneration Committee and Board of Directors recommends his re-appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also 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. Hashmukh Arvindbhai Thakkar, Chairman & Managing Director of the Company. Further, Mr. Prakashchandra K Shah and Ms. Pooja Rajat Shah are acting as Chief Financial Officer and Company Secretary respectively.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and that no material departures have been made from the same; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts for the year ended March 31, 2022 on going concern basis. e) the directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met 4 (Four) times viz on June 24, 2021; August 20 2021; November 10, 2021; March 30, 2022. The composition of the Committee 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 Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

B. Stakeholder's Grievance & Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to 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 June 24, 2021; August 20, 2021; November 10 2021; and January 18 2022.

The composition of the Committee 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 & 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 the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee 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 members are 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 high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale 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 placed on 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 Director of 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 as on March 31, 2022 is available on the Company's website on http://www.amrapali.co.in/investors.aspx

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical 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 report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides 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 Company www.amrapali.co.in.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 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 Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as "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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure D, which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT:

There were no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2022 to the date of this Report.

On Recommendation of the committee of Independent Director Open offer was made to the shareholders of the Amrapali Fincap Limited ("Target Company") by Mr. Rashmikant Thakkar (Acquirer) for the Acquisition of 66,00,000 (Sixty Six Lacs) fully paid-up equity Shares of Rs. 10/- each representing 49.11% of the equity and voting shares capital at a price of Rs.22.20/-(Rupees Twenty Two Point Twenty paisa only) per equity shares, payable in cash. Letter of Offer was dispatched to the shareholders of the Company on May 31, 2022 and pursuant to Regulation 18(12) of the Securities and exchange Board of India (Substantial Acquisition of Shares and Takeover), Regulations, 2011, Post issue advertisement was published in same newspaper in which Detailed Public Statement was published. The Open Offer opened on Tuesday June 7, 2022 and ended on Monday, June 20, 2022 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 have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with 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 to conserve the energy. Further, the Company has not utilized alternate sources energy except electricity. In addition to that, the Company is not manufacturing Company and therefore, the question of technology absorption does not arise. Hence, the details of conservation of energy, technology absorption etc. as required under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Further, there was no foreign exchange earnings and outgo during the financial year 2021-22 (Previous Year Nil).

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with all the applicable Secretarial Standard issued by the Institute 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 analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor 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 assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

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

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness 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 Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section 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. Doshi Maru & Associates, Chartered Accountant, Jamnagar) (FRN: 0112187W), were re-appointed as the Statutory Auditors of the company in the Annual General Meeting of the Company held on September 21, 2021 to hold the office up to the conclusion of Annual General Meeting to be held in the financial year 2025. However M/s. D G M S & CO, Chartered Accountant, Jamnagar (formerly known as M/s. Doshi Maru & Associates, Chartered Accountant, Jamnagar) (FRN: 0112187W) vide its letter dated June 30, 2022 resigned as the Statutory Auditors of the Company citing the reasons management is considering to align its auditors across various entities within the Amrapali Group of companies in the context of certain recent developments and various services provided by the respective firms of chartered accountants. Based on the recommendations of the Audit Committee, the Board of Directors, at 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 on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing. In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on July 29, 2022 appointed M/s Raichura & Co, Chartered Accountants (Firm Registration Number: 126105W) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to 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).

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

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

1. Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting 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 Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on August 08, 2022 appoint M/s. B.B. Gusani & Associates, Chartered Accountants, Jamnagar (Firm Registration Number: 140785W) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the 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 be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company.

M/s. B.B.Gusani & Associates is the Proprietary Concern of CA Bhargav Bharatbhai Gussani. 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 the approval of the shareholders, approved appointment of M/s. B.B. Gusani & Associates, Chartered Accountants, Jamnagar (Firm Registration Number: 140785W) from the conclusion of the ensuing 18th AGM till the conclusion of the 23rd AGM to be held in the year 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed 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 the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Audit for FY 2021-22 was conducted by M/s. D G M S & CO, Chartered Accountant, Jamnagar (formerly known as M/s. Doshi Maru & Associates, Chartered Accountant, Jamnagar) (FRN: 0112187W), and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self explanatory and therefore do not 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 any regulators or courts or tribunals impacting the going concern status and company's operation in future.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(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 has appointed M/s. Payal Dhamecha & Associates, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial 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 website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

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

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions 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 under any 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 or Tribunals 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 significant contributions made by the employees at all levels through their dedication, hard work and commitment, 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 and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support 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