· Annual Report 2014-15 Corporate Information CIN: L65910DN1994PLC000362 Board of Directors - Chirag Yashwant Thakkar (Managing Director) - Shankar Prasad Bhagat (Director) - Saurab

AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED

2014-15

ANNUAL REPORT

INDEX

CONTENTS PAGE NOS.

CORPORATE INFORMATION 1

NOTICE 2

DIRECTORS’ REPORT 10

CORPORATE GOVERNANCE REPORT 36

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 50

AUDITORS’ REPORT 51

BALANCE SHEET 56

STATEMENT OF PROFIT AND LOSS 57

CASHFLOW STATEMENTS 58

NOTES TO FINANCIAL STATEMENTS 59

PROXY FORM 72

ATTENDANCE SLIP 73

Annual Report 2014-15

Corporate Information

CIN: L65910DN1994PLC000362

Board of Directors - Chirag Yashwant Thakkar (Managing Director) - Shankar Prasad Bhagat (Director) - Saurabh Balkrishna Shah (Director) - Alkesh Dasharathlal Patel (Additional Director) - Nirav Basheri (Group Compliance officer) - Baldev Patel (Chief Financial Officer)

Registered Office - Shop No. 3, Ground Floor, Ashoka

Complex, B/H Woodland Hotel. Naroli cross Roads. Silvassa, Dadra Nagar Haveli – 396 230, Gujarat, India.

Tel No. 0260-2631329 E-mail ID: [email protected] Website: www.amrapali.com Corporate office - 19,20,21, 3rd Floor,

Narayan Chambers, B/h. Patang Hotel, Elise Bridge, Ashram Road, Ahmedabad, 380009

Scrutinizer and Secretarial Auditor - Mr. Anand Lavingia Practising Company Secretary Tel No.: 094270 49481 E-mail: [email protected]

Registrar and Share transfer agent - Satellite Corporate Services Private Limited

B-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai – 400072. Maharashtra.

Tel No.: 91-22-2852 0461 /462 E-mail: [email protected]

E-Voting Agency - Central Depository Services (India) Limited E-mail ID: [email protected]

Statutory Auditor - M/s Mehul Thakkar & Co.

Chartered Accountants. 2nd floor Asha Complex, B/h Navrangpura Police Station, Navrangpura, Ahmedabad – 380009 Gujarat, India.

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mailto:[email protected]

http://www.amrapali.com/





NOTICE OF MEETING

NOTICE IS hereby given that the Twenty First ANNUAL GENERAL MEETING of the Members of

AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED will be held at the Registered Office of

the Company at Shop No. 3, Ground Floor, Ashoka Complex, B/h. Woodland Hotel, Naroli Cross

Road, Silvassa. Dadra Nagar Haveli – 396 230, India on Tuesday, 15th day of September, 2015 at

02:00 P.M. to transact the following business:

ORDINARY BUSINESS:-

1. To receive, consider and adopt Audited Balance Sheet as at March 31, 2015 and the

Profit & Loss Account for the year ended on that date and the reports of the Directors’

and the Auditors’ thereon.

2. To appoint Chirag Thakkar, (DIN: 01993020) who retires by rotation and being eligible,

offers himself for reappointment.

3. To regularize Mr. Alkesh Patel (DIN: 00189943) as a Director of the Company.

4. To appoint Statutory Auditor and to fix their remuneration and in this regard to consider

and if thought fit, to pass with or without modification(s) the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139 and other applicable provisions

of the Companies Act 2013, and the Rules framed there under M/s. Dhiren Shah & Co.,

Chartered Accountants, Ahmedabad [FRN: 114633W] be and are hereby appointed as

the Statutory Auditors of the Company in place of M/s. Mehul Thakkar & Co.,

Ahmedabad, [FRN: 118993W], who expressed their unwillingness to act as an Auditor of

the Company, to hold office for a term of 5 (Five) years subject to ratification at every

Annual General Meeting at a remuneration as to be decided by the Board of Directors in

consultation with them, apart from out-of-pocket expenses that may be incurred by

them for the purpose of audit.”

Registered Office By Order of the Board Shop No. 3, For, AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED Ground Floor, Ashoka Complex, B/h. Woodland Hotel, Naroli Cross Road, Silvassa. Dadra Nagar Haveli – 396 230 (CHIRAG THAKKAR)

MANAGING DIRECTOR DIN: 01993020

PLACE : SILVASSA DATE : August 17, 2015

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NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF. SUCH A PROXY / PROXIES NEED NOT BE A MEMBER OF THE COMPANY. As per Section 105 of the Companies Act, 2013 and Rule 19, Sub-Rule (2) of the Companies (Management and Administration) Rules, 2014, a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights.

2. The instrument of Proxy in order to be effective, should be deposited at the

Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

3. The Register of Members and the Share Transfer books of the Company will remain closed from Saturday, September 5, 2015 to Tuesday, September 15, 2015 (both days inclusive) for annual closing.

4. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business to be transacted at the meeting, is annexed hereto.

5. Details under Clause 52 of the SME Listing Agreement with the Stock Exchange in respect of the Directors seeking appointment / re-appointment at the Annual General Meeting, forms integral part of the notice.

6. Electronic copy of the Annual Report for 2015 is being sent to all the members whose email IDs are registered with the Company / Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2015 is being sent in the permitted mode.

7. Members may also note that the Notice of the Annual General Meeting and the Annual Report for 2015 will also be available on the Company’s website www.amrapali.com for their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office in Ahmedabad for inspection during normal business hours on working days.

8. Members are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.

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9. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions in writing to the Company at least 7 (Seven) days before the date of the Meeting so that the information required may be made available at the Meeting.

10. GREEN INITIATIVE

The Ministry of Corporate Affairs (“MCA”), Government of India, through its Circular No. 17/2011 dated 21 April, 2011 and Circular No. 18/2011 dated 29 April, 2011, have allowed companies to send Annual Report comprising of Balance Sheet, Statement of the Profit & Loss, Directors’ Report, Auditors’ Report and Explanatory Statement etc., through electronic mode to the registered e-mail address of the members. Keeping in view the underlying theme and the circulars issued by MCA, we propose to send future communications in electronic mode to the e-mail address provided by you to the depositories and made available by them being the registered address. By opting to receive communication through electronic mode you have the benefit of receiving communications promptly and avoiding loss in postal transit. Members who hold shares in physical form and desire to receive the documents in electronic mode are requested to please promptly provide their details (name, folio no., e-mail id) to the Registrar and Transfer Agent of the company. Members who hold shares in electronic form are requested to get their details updated with the respective Depositories. The annual report and other communications/documents sent electronically would also be displayed on the Company’s website: www.amrapali.com. As a Member of the Company, you will be furnished, free of cost, a printed copy of the Annual Report of the Company, upon receipt of requisition from you. We request you to support this initiative and opt for the electronic mode of communication by submitting your e-mail address to your DP or to the Company’s Registrar, in the interest of the environment.

11. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (4.00 P.M. to 6.00 P.M.) on all working days except Saturday, Sunday and Public holiday up to and including the date of the Annual General Meeting of the Company.

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“VOTING THROUGH ELECTRONIC MEANS” The Company is pleased to offer e-voting facility to all its members to enable them to cast their vote electronically in terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014. Accordingly, a member may exercise his vote by electronic means and the Company may pass any resolution by electronic voting system in accordance with the above provisions. The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Saturday, September 12, 2015 (9:00 a.m.) and ends on Monday, September 14, 2015 (5:00 pm). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Tuesday, September 8, 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

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http://www.evotingindia.com/



In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank

Details

OR

Date of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant Amrapali Capital And Finance Services Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

Contact Details

Company : Amrapali Capital And Finance Services Limited

Regd. Office: Shop No. 3, Ground Floor,

Ashoka Complex, B/h. Woodland Hotel,

Naroli Cross Road, Silvassa. Dadra Nagar Haveli – 396 230

CIN: L65910DN1994PLC000362

E-mail ID: [email protected]

Registrar and

Transfer Agent : Satellite Corporate Services Private Limited

B-302, Sony Apartment, Opp. St. Jude High School,

90 ft. Road, Off Andheri Kurla Road,

Jarimari, Sakinaka, Mumbai – 400 072. Maharashtra

Tel No.: 91-22-2852 0461 /462

E-mail: [email protected]

e-Voting Agency : Central Depository Services (India) Limited


Scrutinizer : CS Anand Lavingia

Practising Company Secretary


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IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respects of electronics holding with the Depository through their concerned Depository Participants.

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ANNEXURE TO NOTICE DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

Name of the Director

Date of Birth (Number of Shares Held)

Expertise in Specific

Functional Area

Name of the Public

Companies in which he hold

Directorship (As on March 31,

2015)

Name of the Committees of

Public Companies of

which he holds Membership / Chairmanship

(As on March 31, 2015)

Chirag Thakkar 26/11/1985

(1,32,500)

Stock, currency and commodity broking business

NIL NIL

Alkesh Patel 07/01/1960 (Nil)

Legal NIL NIL

Information about the appointee:

Mr. Chirag Thakkar

Mr. Chirag Thakkar aged 30 years is promoter of the company. He is a commerce graduate and

after completion of his graduation he joined the M/s Amrapali Industries Limited, a company

promoted by his family and was looking after bullion and commodity market for two years. He

has been associated with our company since last eight years as a Chairman & Managing

Director and is looking after overall operations of the Company. He is having wide experience of

seven years in the field of stock, currency and commodity broking business.

Mr. Alkesh Patel Mr. Alkesh Patel is having 37 years wide experience in the field of legal and government department. He is having wide and depth knowledge of the rules, regulations and buy-laws of stock exchanges and various government departments. Registered Office By Order of the Board Shop No. 3, For, AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED Ground Floor, Ashoka Complex, B/h. Woodland Hotel, Naroli Cross Road, Silvassa. Dadra Nagar Haveli – 396 230 (CHIRAG THAKKAR)



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DIRECTORS’ REPORT Dear Members, The Directors have the pleasure of presenting the Twenty First Annual Report of your Company together with the audited accounts for the year ended March 31, 2015:

(Rs. In Lakhs)

Particulars 2014-15 2013-14

Sales & Operating Income 652.38 105.47

Other Income 598.80 528.74

Total Revenue 1251.18 634.21

Operating Profits (PBDIT) and exceptional Items 119.82 131.87

Add: Exceptional Items 28.45 0.00

Less: Depreciation 45.68 27.85

Interest 85.58 67.71

Profit Before Tax 17.01 36.31

Less: Current Tax 2.41 11.22

Add: Deferred Tax Asset 8.07 0.00

Profit after Tax 22.67 25.09

FINANCIAL PERFORMANCE: The turnover of the company in the year 2014-15 is Rs. 1251.18 Lacs as compare to Rs. 634.21 Lacs for the previous year 2013-14. During the current financial year our Company has earned a profit of Rs. 22.67 Lacs as against the profit of Rs. 25.09 Lacs in P.Y. 2013-14 which shows the downward in net profit by more than 9%. Still at present, there have been a number of external factors adversely affecting the performance and profitability of the Company. DIVIDEND: Your Directors have not declared any dividend during the year under review. MANAGEMENT DISCUSSION AND ANALYSIS [MDA]: MDA, for the year under review, as stipulated under clause 52 of the Listing Agreement, is presented in a separate section forming part of this Annual Report. PROFESSIONAL MANAGEMENT: The company is strategically taking calls to merge teams of both the verticals to increase the network without increasing the fixed costs significantly. An increased team of professionals to advice on the financial decisions of financial fluctuations and

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a smooth on time outsourced internal audit team to help us receive apt reports to take informed decisions about the segment wise performance and profitability. RISK PERCEPTION AND RISK MANAGEMENT POLICY: The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e.31st March, 2015 and the date of Director’s Report i.e. 14th August, 2015. RELATED PARTY TRANSACTIONS: All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website also the same have been inserted in the Auditors Report. DIRECTORS: i. Cessation: During the year there was a Change in Director. Mr. Hasmukh Thakkar, Mr. Ashwin Shah and Mr. Haresh Chaudhari have ceased to be the Director of the Company w.e.f. 28.07.2014 , 15.12.2014, 23.03.2015 respectively.

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ii. Retirement by rotation: In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Chirag Thakkar (DIN - 01993020) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment. iii. Appointment of Director: During the year Mr. Alkesh D. Patel has been appointed as the Additional Director of the Company w.e.f. 23.03.2015. iv. Independent Directors: The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6]. v. Profile of the Directors seeking appointment / reappointment: As required under Clause 52 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 21th Annual General Meeting. Mr. Alkesh D. Patel has offered himself to be appointed as the director of the company. The shareholders resolution shall be put into the motion in the ensuring general meeting to regularize them. vi. Chairman: Mr. Chirag Thakkar – is the Chairman of the Board of Directors of the Company and also holds the chair as a chairman in the Board Meeting of the Company. vii. Key Managerial Personnel: The following persons were designated as Key Managerial Personnel: 1. Mr. Chirag Thakkar- Managing Director 2. Mr. Baldev Patel- Chief Financial Officer 3. Nirav Basheri – Group Compliance Officer Board Evaluation Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act and clause 52 of the Listing Agreement, the Board has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report. Committee of Board Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes except Nomination and Remuneration Committee. The Company has following committees of the board

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Audit Committee.

Nomination and Remuneration Committee.

Stakeholders’ Grievances and Relationship Committee. Remuneration Policy: The Board has on the recommendations of Nomination and Remuneration Committee, framed a Policy on selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report, which is part of this Annual Report. DIRECTORS’ RESPONSIBILITY STATEMENT: In terms of section 134[3][c] of the Act, your Directors state that: i. in the preparation of the annual financial statements for the year ended on 31st March, 2015, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any, ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date, iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities, iv. the annual financial statements are prepared on a going concern basis, v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively. INTERNAL CONTROLS & THEIR ADEQUACY: The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

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INTERNAL AUDIT & INSPECTION: A comprehensive system of internal inspection and audit is in place in the company to monitor internal control systems. The scope and coverage of the Audit is reviewed from time to time to make it more focused and effective. The system of both out-sourcing and in-house audit continued during the year 2014-15. HUMAN RESOURCES: During the year under review the employee attrition was minimal. The management continues its efforts in imparting professional training to Executives and Staff members at various levels with the view to upgrade their competence and managerial abilities. The Industrial relations in the company continued to be cordial in the year 2014-15. CAUTIONARY STATEMENT: The statements and observations made in this analysis are reflective of the collective opinion of the company. Wherever possible, conservative estimates have been considered. Certain statements in this section relating to estimates, projections and expectations may be forward looking within the meaning of applicable laws and regulations. The actual results could differ marginally from what the directors envisage in terms of the future performance and outlook. The factors that may affect the performance of the company will be changes pertaining to government policies, tariff barriers, delays in registrations, changes in local and overseas markets and the related factors thereof. 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. BOARD MEETINGS: A calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, 6 Board and (4) Audit Committee Meetings were convened and held, the details of which are provided in the Corporate Governance Report, forming part of the Directors’ Report. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. CORPORATE GOVERNANCE: Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-52 of listing agreement to the Stock Exchange

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Corporate Governance Report and Practicing Company Secretaries’ on its compliance is annexed and forms part of this report. AUDITORS: Pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time, and M/s. Dhiren Shah & Co., Chartered Accountants, Ahmedabad, [FRN: 114633W] be and are hereby appointed as the Statutory Auditors of the Company for the Financial Year 2015-16 in place of M/s. Mehul Thakkar & Co., Ahmedabad, [FRN: 118993W] who express their unwillingness to act as an Auditor of the Company. M/s. Dhiren Shah & Co., Chartered Accountants, Ahmedabad [FRN: 114633W] to hold office for a term of 5 (Five) years. AUDITORS’ REPORT: M/s. Mehul Thakkar & Co., Chartered Accountants, Ahmedabad, [FRN: 118993W], Chartered Accountants holds the position of the Statutory Auditor of the Company. They have furnished a Auditors report as per the provisions of the Companies Act, 2013 and Rules made thereunder for the year ended March 31, 2015. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Mr. Anand S. Lavingia - Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2015. Secretarial Audit Report is attached to this report as Annexure–“A”. The Board has duly reviewed the Secretarial Auditor’s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act. CORPORATE SOCIAL RESPONSIBILITY [CSR]: The Provisions of the CSR Committee are not applicable to the company so the company does not require forming the CSR Committee. BUSINESS 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.

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MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. Vigil Mechanism / Whistle Blower Policy: The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct or Ethics Policy. ii. Code of Conduct: The company is having its code of conduct to be followed by the Management. The same have been also published on the website of the company. EXTRACT OF ANNUAL RETURN: Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual Report as Annexure- “B”. CONSTITUTION OF AUDIT COMMITTEE: The Board has constituted the Audit Committee which comprises of Mr. Shankar Bhagat as the Chairman and Mr. Saurabh Shah and Mr. Alkesh Patel as the members. More details on the Committee are given in the Corporate Governance Report. PARTICULARS OF EMPLOYEES: There is no employees who fall in the category of the information required under section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The details of conservation of energy, technology absorption etc. as required to be given under section 134[3][m] of the Companies Act 2013 read with the Companies [Accounts] Rules, 2014, are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year were Rs. Nil. 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 to the extent the transactions took place on those items during the year.

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Your Directors 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: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS. 4. There is no revision in the Board Report or Financial Statement. 5. 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. 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 Shop No. 3, For, AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED Ground Floor, Ashoka Complex, B/h. Woodland Hotel, Naroli Cross Road, Silvassa. Dadra Nagar Haveli – 396 230 (CHIRAG THAKKAR)



17

Annexure A Form No. MR-3

SECRETARIAL AUDIT REPORT

For the financial year ended 31/03/2015

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,


Shop No. 3, Ground Floor, Ashoka Complex,

B/H. Woodland Hotel, Naroli Creoss Road,

Silvassa, Dadar Nagar Haveli – 396 230

I have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Amrapali Capital and

Finance Services Limited (hereinafter called ‘the Company’). Secretarial Audit was

conducted in a manner that provided me a reasonable basis for evaluating the

corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the information

provided by the Company, its officers, agents and authorized representatives during the

conduct of secretarial audit, I hereby report that, in my opinion, the Company has,

during the audit period covering the financial year ended on March 31, 2015, generally

complied with the statutory provisions listed hereunder and also that the Company has

proper Board-processes and compliance-mechanism in place to the extent, in the

manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other

records maintained by the Company for the financial year ended on March 31, 2015

according to the provisions of:

18

i. The Companies Act, 2013 (‘the Act’) and the rules made there under as applicable;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there

under;

iii. The Depositories Act,1996 and the Regulations and Bye-laws framed there under;

iv. The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

I have also examined compliance with the applicable clauses of the Listing Agreements

entered into by the Company with BSE Ltd (SME Segment).

Further being a Self Clearing Member in the Equity Segment of NSE, BSE & MCX-SX and

Clearing Member in NSE F & O and NSE Currency Segment, Trading member of MCX-SX

FO, MCX-SX Currency & BSE F & O Segment and Depository Participant of NSDL, there

are some specific applicable laws to the Company, which requires approvals or

compliances under any Acts or Regulations.

During the period under review the Company has generally complied with the provisions

of the Act, Rules and regulations mentioned above.

During the Period under review, provisions of the following Acts, Rules, Regulations,

Guidelines, Standards, etc. were not applicable to the Company:

i. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

ii. The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange

Board of India (Share Based Employee Benefits)Regulations,2014;

19

iii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

iv. The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with

client; - Not applicable as the Company is not registered as Registrar to an Issue &

Share Transfer Agent. However, the Company has appointed M/s. Satellite

Corporate Services Private Limited as Registrar & Share Transfer Agent as per the

Listing Agreement entered between the Company and the BSE Limited (SME

Segment).

v. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009;

vi. The Securities and Exchange Board of India (Buy back of Securities) Regulations,

1998;

vii. Foreign Exchange Management Act, 1999 and the rules and regulations made there

under to the extent of Foreign Direct Investment, Overseas Direct Investment and

External Commercial Borrowings;

viii. Secretarial Standards issued by the Institute of Company Secretaries of India.

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. The changes in

the composition of the Board of Directors that took place during the period under

review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and

detailed notes on agenda were sent in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting

and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured

and recorded as part of the minutes.

20

I further report that -

There are adequate systems and processes in the Company commensurate with the size

and operations of the Company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

I further report that –

During the audit period, there were no specific events/ actions having a major bearing

on the operations of the Company’s affairs happened during the audit period.

Place: Ahmedabad Name of Company Secretary in practice: Anand Lavingia

Date: August 17, 2015 ACS No. : 26458

C P No. : 11410

Note: This Report is to be read with my letter of above date which is annexed as Annexure A and forms an integral part of this report.

21

To, Annexure A

The Members

AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Creoss Road, Silvassa, Dadar Nagar Haveli – 396 230 My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the

Company. My responsibility is to express an opinion on these secretarial records

based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of secretarial records.

The verification was done based on the records and documents provided to me, on

test basis, to ensure that correct facts are reflected in secretarial records. I believe

that the processes and practices followed by me provide a reasonable basis for my

opinion.

3. I have not verified the correctness and appropriateness of financial records and

books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. My examination was

limited to verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor the efficacy or effectiveness with which the management has

conducted the affairs of the Company.

Place: Ahmedabad Name of Company Secretary in practice: Anand Lavingia

Date: August 17, 2015 ACS No. : 26458

C P No. : 11410

22

ANNEXURE B

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN: L65910DN1994PLC000362

Registration Date 20/05/1994

Name of the Company AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED

Category / Sub-Category of the Company Public Limited Company having Share Capital

Address of the registered office and contact details

Shop No. 3, Ground Floor, Ashoka Complex, B/h. Woodland Hotel, Naroli Cross Road, Silvassa. Dadra Nagar Haveli – 396 230 Tel No.: 0260 - 2631329

Whether listed company Yes / No Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any

Satellite Corporate Services Private Limited B-302, Sony Apt., Opp. St. Jude's High School, 90 Ft Road, Jarimari, Sakinaka, Mumbai - 400 072 Tel No.: +91-22-2852 0461 / 2852 0462 Fax:+91-22-2851 1809 E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All business activities contributing 10% or more of the total turnover of the Company shall be

stated:

Sr. No.

Name and Description of main products / services

NIC Code of the Product / service

% to total turnover of the company

1 Share trading 6612 94 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any subsidiary and associate Companies

23


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% chan

ge during the year

Demat

Physical Total % of

Total

Shares

Demat Physical Total % of Tota

l Shar

es

A. Promoters

(1) Indian

a) Individual 5001000 0 5001000 51.14 4871400 430852 5302252 54.22 3.08

b) Central Govt. Or State Govt. 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corporate 50000 0 50000 0.51 50000 0 50000 0.51 0.00

d) Bank/FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any other 0 0 0 0.00 0 0 0 0.00 0.00

- HUF 0 0 0 0 60000 0 60000 0.61 +0.61

- Clearing Member 0 0 0 0 69600 0 69600 0.71 +0.71

SUB TOTAL:(A) (1) 5051000 0 5051000 51.65 5051000 430852 5481852 56.06 4.40

(2) Foreign

a) NRI- Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any other… 0 0 0 0.00 0 0 0 0.00 0.00

SUB TOTAL (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 5051000 0 5051000 51.65 5051000 430852 5481852 56.06 4.40

24

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

C) Cenntral govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital Fund 0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

g) FIIS 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

SUB TOTAL (B)(1): 0 0 0 0.00 0 0 0 0.00 0.00

(2) Non Institutions

a) Bodies corporates

i) Indian 1034160 2050000 3084160 31.54 1205397 1119148 2324545 23.77 -7.77

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 85440 0 85440 0.87 143600 0 143600 1.47 +0.6

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 1242000 100000 1342000 13.72 1612424 100000 1712424 17.51 +3.79

c) Others (specify)

- Clearing Members 2400 0 2400 0.02 43200 0 43200 0.44 +0.22

- HUF 213600 0 213600 2.18 72979 0 72979 0.75 -1.43

SUB TOTAL (B)(2): 2577600 2150000 4727600 48.35 3077600 1219148 4296748 43.94 -4.41

Total Public Shareholding (B)= (B)(1)+(B)(2) 2577600 2150000 4727600 48.35 3077600 1219148 4296748 43.94 -4.41

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00

0.00

Grand Total (A+B+C) 7628600 2150000 9778600 100 8128600 1650000 9778600 100 -

25

ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change

in shareholding during

the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

1. Chirag Thakkar

1352500 13.83 0.00 1352500 13.83 0.00 0.00

2. Monal Thakkar

1900000 19.43 0.00 2381852 24.36 0.00 +4.93

3. Veena Thakkar

455000 4.65 0.00 455000 4.65 0.00 0.00

4. Sunny Thakkar

437500 4.47 0.00 0 0.00 0.00 -4.47

5. Yashwant Thakkar

320000 3.27 0.00 1112900 11.38 0.00 8.11

6. Reetaben Thakkar

205000 2.10 0.00 0 0.00 0.00 -2.10

7. Rashmikant Thakkar

100000 1.02 0.00 0 0.00 0.00 -1.02

8. Rashmikant Thakkar – HUF

70000 0.72 0.00 0 0.00 0.00 -0.72

9. Yashwant Thakkar- HUF

60000 0.61 0.00 60000 0.61 0.00 0.00

10. Dharti Thakkar

51000 0.52 0.00 0 0.00 0.00 -0.52

11. Kamalaben Thakkar

50000 0.51 0.00 0 0.00 0.00 -0.51

12. Amrapali Fincap Limited (Previously known as Amrapali Fincap Private Limited)

50000 0.51 0.00 50000 0.51 0.00 0.00

13. Clearing Member on behalf of Yashwant Thakkar

0 0.00 0.00 69600 0.71 0.00 +0.71

26

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

Name of Shareholder(s) No. of shares

% of total shares of the company

No. of shares


1. Chirag Thakkar

At the beginning of the year 1352500 13.83 1352500 13.83

Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

No change No change

No change No change

At the End of the year 1352500 13.83 1352500 13.83

Sr. No.





No. of shares


2. Monal Thakkar


Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) Acquired Acquired Acquired Acquired


Sr. No.





No. of shares


3. Veena Thakkar



No change No change

No change No change


27

Sr. No.





No. of shares


4. Sunny Thakkar


Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) Transfer Transfer Transfer Transfer


Sr. No.





No. of shares


5. Yashwant Thakkar




Sr. No.





No. of shares


6. Reetaben Thakkar




28

Sr. No.





No. of shares


7. Rashmikant Thakkar




Sr. No.





No. of shares


8. Rashmikant Thakkar – HUF




Sr. No.





No. of shares


9. Yashwant Thakkar – HUF



No change No change

No change No change


29

Sr. No.





No. of shares


10. Dharti Thakkar




Sr. No.





No. of shares


11. Kamalaben Thakkar




Sr. No.





No. of shares


12. Amrapali Fincap Private Limited



No change No change

No change No change


30

Sr. No.





No. of shares


13. Clearing Member on behalf of Yashwant Thakkar – HUF

At the beginning of the year 0 0.00 0.00 0.00



iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and

Holders of GDRs and ADRs)

Sr. No.

Particulars Shareholding at the

beginning of the year

Cumulative Shareholding during the

year

For Each of the Top 10 Shareholders

No. of shares

% of total shares of

the company

No of shares


the company

1. Sun & Shine Worldwide Limited 800000 8.18 800000 8.18

2. Magic Share Traders Limited NIL NIL 204000 2.09

3. Nitin Parikh Brokerage Services Limited NIL NIL 283200 2.90

4. Ase Capital Markets Limited * 85200 0.87 326400 3.34

5. Amber Enclave Private Limited 200400 2.05 200400 2.05

6. Lakshya Securities & Credit Holding Limited 200000 2.05 200000 2.05

7. Harsha Jhaveri 153600 1.57 183600 1.88

8. Ashok Vaswani 117600 1.20 350400 3.58

9. Deepakkumar Vaswani 19,200 0.20 361200 3.69

10. Rajesh Vaswani 98400 1.01 322800 3.30

*Clearing Member

31

v) Shareholding of Directors and Key Managerial Personnel

Sr. No.



Name of Director(s) & KMP No. of shares


the company

No. of shares


the company

1. Chirag Thakkar (Managing Director)


Increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

No Change during the year

At the end of the year 1352500 13.83 1352500 13.83

2. Alkesh Patel (Additional Director) - - - -

At the beginning of the year

Increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)


At the end of the year

3. Shankar Bhagat (Independent Director)

At the beginning of the year 0 0 0 0

Increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) No Change during the year

At the end of the year 0 0 0 0

4. Saurabh Shah (Independent Director)

At the beginning of the year 0 0 0 0

Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)


At the end of the year 0 0 0 0

32

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for

payment [INR]

Particulars Secured Loans

excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtness at the beginning of the financial year

i) Principal Amount 0 0 0 0

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0

Change in Indebtedness during the

financial year

Additions 0 0 0 0

Reduction 0 0 0 0

Net Change 0 0 0 0

Indebtedness at the end of the financial year

i) Principal Amount 0 0 0 0

ii) Interest due but not paid

0 0 0 0

iii) Interest accrued but not due

0 0 0 0

Total (i+ii+iii) 0 0 0 0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager [INR]

Sr.No. Particulars of Remuneration

Name of the MD/WTD/Manager Total Amount

Chirag Thakkar (Managing Director)

1

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. Rs. 2,16,000/- Rs. 2,16,000/-

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 Nil Nil

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Nil Nil

2 Stock option Nil Nil

3 Sweat Equity Nil Nil

4 Commission Nil Nil

33

- as % of profit Nil Nil

- others (specify) Nil Nil

5 Others, please specify Nil Nil

Total (A) Rs. 2,16,000/- Rs. 2,16,000/-

B. Remuneration to other Directors [INR]

Sr.No. Particulars of Remuneration Name of the Directors Total Amount

1 Independent Directors Shankar Bhagat Saurabh Shah

(a) Fee for attending board committee meetings Nil Nil Nil

(b) Commission Nil Nil Nil

(c ) Others, please specify Nil Nil Nil

Total (1) Nil Nil Nil

2 Other Non-Executive Directors

(a) Fee for attending board committee meetings Nil Nil Nil

(b) Commission Nil Nil Nil

(c) Others please specify. Nil Nil Nil

Total (2) Nil Nil Nil

Total (B)=(1+2) Nil Nil Nil

C. Remuneration to key Managerial Personnel Other than MD/Manager/WTD [INR]

Sl. No. Particulars of Remuneration Key Managerial Personnel Total

1 Gross Salary Company Secretary

Finance Head/CFO

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. - - -

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 - - -

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

-as % of profit - - -

-others, specify - - -

5 Others, please specify - - -

Total - - -

34

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the

Companies Act

Brief Descripti

on

Details of Penalty/Punishment/Compo

unding fees imposed

Authority (RD/NCLT/Co

urt)

Appeal made if

any (give

details)

A. COMPANY

Penalty

NONE Punishment

Compounding

B. DIRECTORS

Penalty

NONE Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NONE Punishment

Compounding

35

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 52 of the SME Listing Agreement with Bombay Stock Exchange (BSE), the report containing the details of practices followed by the Company on Corporate Governance is as under:

1. Company’s Philosophy on Corporate Governance: Your Company believes that effective Corporate Governance is not just the framework enforced by the regulation but it is supported through the principles of transparency, unity, integrity, spirit and responsibility towards the stakeholders, shareholders, employees and customers. Good Corporate Governance requires competence and capability levels to meet the expectations in managing the business and its resources and helps to achieve goals and objectives of the organization. Good Corporate Governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the Company and its shareholders and should facilitate effective monitoring. The Company acutely and consistently reviews its systems, policies and internal controls with an objective to establish sound risk management system and impeccable internal control system.

2. Board of Directors: An active, informed and independent board is necessary to ensure highest standard of corporate governance. The board lays down business strategy, sets strategic goals and seeks accountability for their fulfilment. a. Composition of Board of Directors

The company has a balanced mixture of executive and non‐executive independent directors as on March 31, 2015. The board presently consists of four directors out of which one is managing director, two are non-executive independent directors and one is Professional non-executive directors.

Composition of Board and other related matters

Name of Directors Category No. of other Directorship held

No. of other Board committees of

which Member / Chairman

Mr. Chirag Thakkar DIN : 01993020 Managing Director 2 Nil

Mr. Shankar Bhagat DIN : 01359807

Non-executive Director Independent Director 5

Chairmanship in total 3 committees and membership in 8 committees which cover Audit committee and Stakeholders Relationship Committee, Nomination and Remuneration Committee.

36

Mr. Saurabh Shah DIN : 06583142

Non-executive Director Independent Director 2 Nil

Mr. Ashwin Shah* DIN : 01528910 Executive Director 0 Nil

Mr. Hasmukh Thakkar* DIN : 00071065

Executive Director 1 Nil

Mr. Haresh Chaudhari* DIN : 06947915

Non-executive Director 0 Nil

Mr. Alkesh Patel DIN : 00189943

Non-executive Director 1 Nil

Note:- *During the year under review Mr. Hasmukh Arvindbhai Thakkar has resigned on

28/07/2014, Mr. Ashwin Parsotamdas Shah has resigned on 15/12/2014, Mr. Haresh Jashubhai Chaudhari has resigned on 23/03/2015.

** This number excludes the directorships / committee memberships held in private

limited Companies, foreign companies, Companies registered under Section 8 of the Companies Act, 2013.

b. Numbers of Board Meetings held and the dates on which such meetings were held:

During the year under review, the Board of Directors held Board Meetings as on following mentioned dates

Sr. No. Date of Board Meetings

1 30/05/2014

2 28/08/2014

3 14/11/2014

4 15/12/2014

5 12/02/2015

6 23/03/2015

c. Attendance of Directors at Board Meetings, Last Annual General Meeting [AGM]

Name of Directors

Category No. of Board Meetings Attendance of Last AGM as on (30/09/2014)

Held Attended

Mr. Chirag Thakkar

Managing Director

6 6 Yes

Mr. Shankar Bhagat

Non-executive Director Independent Director

6 6 Yes

Mr. Saurabh Shah

Non-executive Director Independent Director

6 6 Yes

Mr. Ashwin Shah

Executive Director 6 3 Yes

37

Mr. Hasmukh Thakkar

Executive Director 6 1 NA

Mr. Haresh Chaudhari

Non-executive Director 6 1 NA

Mr. Alkesh Patel

Non-executive Director 6 NA NA

3. Committees of the Board :

a. Audit Committee b. Nomination and Remuneration Committee c. Shareholders/Investor’s Grievance Committee

a. Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Audit Committee discharges such functions and duties which are generally specified under clause 52 of the SME Listing Agreement and section 177 of the Act. The Compliance Officer acts as the Secretary to the Audit Committee. In addition to the above, the Committee meetings were also attended by the Statutory Auditors. The board terms of reference of the Committee are to review and recommend the financial statements and to review the adequacy of internal control systems and internal audit function. The detailed terms of reference of the Committee as approved by the Board are given below: I. Reviewing internal controls and internal audit function and their adequacy with the

management / internal auditors. II. Reviewing with the management, performance of statutory and internal auditors.

III. Oversight of the financial reporting process / disclosures and review of interim & annual financial statements before Board approval.

IV. Appointment/ reappointment/ replacement/ removal of statutory auditors & fixation of their audit fees & fees for other services.

V. Periodic discussions with the statutory auditors of the Company (whether before, during or after the audit) on internal control systems, nature & scope of audit, audit observations and areas of concern, if any.

VI. Investigate any matter referred to it by the Board or within its terms of reference. VII. Review the outcome of internal investigations of material fraud, irregularity & failure

of internal control system VIII. To look into substantial defaults, if any, in payments to depositors, debenture-holders,

creditors & shareholders. IX. Discussion with the internal auditors any significant findings and follow up there on. X. Reviewing, with the management, the annual financial statements before submission

to the board for approval, with particular reference to:

38

a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report.

b. Changes, if any, in accounting policies and practices and reasons for the same. c. Major accounting entries involving estimates based on the exercise of judgment by

management. d. Significant adjustments made in the financial statements arising out of audit

findings. e. Compliance with listing and other legal requirements relating to financial

statements. f. Disclosure of any related party transactions. g. Qualifications in audit report, if any.

XI. To review the following information:

a. Management Discussion and Analysis of financial conditions and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and e. The appointment, removal and terms of remuneration of the chief internal auditor.

During the year under review, meetings of the Audit Committee were held during the year 2014-15 on following mentioned dates:

Sr. No.

Date of Audit Committee Meeting(s)

1 30/05/2014

2 28/08/2014

3 14/11/2014

4 12/02/2015

The Composition of the Audit Committee as on March 31, 2015 as well as the particulars of attendance at the Committee during the year is given in the table below:

Name of the Director Designation Category of Directorship

No. of Meetings attended

Mr. Shankar Bhagat Chairman Non-executive Director Independent Director

4

Mr. Saurabh Shah Member Non-executive Director Independent Director

4

Mr. Hasmukh Thakkar Member Executive Director 1

Mr. Ashwin Shah Member Executive Director 2

Mr. Haresh Chaudhari Member Non Executive Director

1

39

Mr. Alkesh Patel Member Non-executive Director Independent Director

NA

b. Nomination and Remuneration Committee

In compliance with the provisions of Section 178 of the Act read with Rules made thereunder and clause 52 of the SME Listing Agreement, the Board has renamed the existing Remuneration Committee as Nomination and Remuneration Committee No meeting of the said Committee was held during the year.

The composition, names of members, Particulars of meeting(s) and attendance of the members during the year are as follows:



Mr. Shankar Bhagat Chairman Non-executive Director Independent Director

NA

Mr. Saurabh Shah Member Non-executive Director Independent Director

NA

Mr. Ashwin Shah Member Executive Director NA

Mr. Alkesh Patel Member Non Executive Director

NA

Brief description of terms of reference: I. To identify persons who are qualified to become directors, persons who may be

appointed in senior management in accordance with the policy and to recommend to the Board their appointment and / or removal.

II. To Evaluate the Board Member’s performance individually along with KMP III. Assess necessary and desirable competencies of Board members and senior

management. IV. To formulate the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to theremuneration for the directors, key managerial personnel and other employees.

V. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

VI. To perform such other functions as may be necessary or appropriate for the performance of its duties.

40

Remuneration to Directors: Details of remuneration paid to the Directors are given in Form MGT – 9 Extract of Annual Return

c. Stakeholder’s/Investor’s Relationship Committee.

Brief description of terms of reference: I. To approve or deal with applications for transfer, transmission, transposition and

mutation of Share Certificates including duplicate, Split, Sub – division or consolidation of Certificates and to deal with all related matters.

II. To look into and redress Shareholders/investors grievances relating to Transfer of Shares, Non-receipt of declared dividends, and Non-receipt of annual reports.

III. All such complaints directly concerning the Shareholders/investors as stakeholders of the Company; and any such matters that may be considered necessary in relation to Shareholders and investors of the Company.

IV. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements by such a Committee.

During the year 2014-15 meeting of Shareholders/Investor’s Grievance Committee was held as detailed hereunder:

Sr. No. Date of Shareholders/Investor’s Grievance Committee Meeting(s)

1 30/05/2014

2 28/08/2014

3 14/11/2014

4 12/02/2015

The composition, names of members, Particulars of meeting(s) and attendance of the members during the year are as follows:



Mr. Saurabh Shah Chairman Non-executive Director Independent Director

4

Mr. Hasmukh Thakkar Member Executive Director 1

Mr. Chirag Thakkar Member Managing Director 4

Mr. Ashwin Shah Member Executive Director 2

Mr. Haresh Chaudhary Member Non Executive Director

1

Mr. Alkesh Patel Member Non-executive Director

NA

Mr. Nirav Basheri has been appointed as the Compliance Officer of the Company by the Board of Directors. Details of Complaints received and redress during the period under review:

41

Opening balance as on 01/04/2014 NIL

Complaints received during the year NIL

Total NIL

Complaints redressed during the year NIL

Closing balance as on 31/03/2015 NIL

4. General Body Meetings

The details of General Meetings held in last three years are as under:-

AGM FINANCIAL YEAR DAY, DATE & TIME VENUE

20th 2013-14 Tuesday, September 30, 2014, 12:30 P.M.

Registered Office: Shop No. 3, Ground Floor, Ashoka Complex, B/H Woodland Hotel. Naroli Cross Roads. Silvassa. Dadra Nagar Haveli – 396 230

19th 2012-13 Monday, September 30, 2013, 12:30 P.M.


18th 2011-12 Saturday, September 29, 2012, 12:30 P.M.


5. Disclosures

a. Legal Compliances The Company follows a formal management policy and system of legal compliance & reporting to facilitate periodical review by the Board of compliance status of laws applicable to the Company and steps taken to rectify non-compliances, if any. There were no instances of material non-compliance and no strictures or penalties were imposed on the Company either by SEBI, Stock Exchanges or any statutory authorities on any matter related to capital markets during the last three years.

b. Code of Business Conduct The Code of Business Conduct adopted by the Company has been posted on the web site of the Company. The members of the Board and senior management of the Company have submitted their affirmation on compliance with the Code of Business Conduct for

42

the effective period. The declaration by the Managing Director to that effect forms part of this report as Annexure 1.

c. Related Party Transactions All transactions entered into with Related parties as defined under the Act and pursuant clause of the Listing Agreement during the financial year were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of section 188 of the Act. There were no materially significant transactions with related parties during the financial year which were in the conflict of interest of the Company. Suitable disclosures as required by the Accounting Standard [AS 18] have been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the website of the Company. Adequate care was taken to ensure that the potential conflict of interest did not harm the interests of the Company at large.

d. Whistle Blower Policy The Company has a whistle blower policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

e. Mandatory & Non-Mandatory Clauses The Company has complied with all mandatory requirements laid down by the Clause 52. The non-mandatory requirements complied with has been disclosed at the relevant places.

43

6. Means of Communication to Shareholders The Company’s corporate website www.amrapali.com provides comprehensive information to the Shareholders During the year, unaudited half-yearly and audited annual financial results of the Company were submitted to the stock exchanges soon after the Board meeting concludes. These were published in English and Guajarati language newspapers. All official news release of relevance to the investors are also made available on the website for a reasonable period of time.

7. General Shareholders Information

a) AGM: Date, Day, Time & Venue

September 15, 2015, Tuesday, 11:00 a.m., Shop No. 3, Ground Floor, Ashoka Complex, B/H Woodland Hotel. Naroli Cross Roads. Silvassa. Dadra Nagar Haveli – 396 230.

b) Financial year April 01, 2014 to March 31, 2015.

c) Tentative Financial Calendar for the year 2015-16

Half Yearly: Second week of November 2015. Results for year-end: Fourth week of May 2016.

d) Date of Book Closure Saturday, September 5, 2015 to Tuesday, September 15, 2015 (both days inclusive)

e) Dividend payment No Dividend has been declared.

f) Listing on stock Exchange(s)

The Company’s equity shares are listed on SME Platform of BSE Limited. The listing fee for the year 2014-15 has been paid

g) Security id / Security Code

ACFSL / 536737

h) Registrar and Share Transfer Agent

Satellite Corporate Services Private Limited. B-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai – 400 072, Maharashtra. E-mail: [email protected]

i) Payment of Depository Fees

Annual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of the invoices.

j) Market Price Data

The closing market price of equity share on March 31, 2015 (last trading day of

the Company for the year) was ` 37 on BSE.

The monthly movement of equity share prices during the year at BSE are summarized as herein below:

44



Month High Price Low Price Volume (No. of Shares)

April-14

56.2

44.1

175200

May-14

58

43.25

636000

June-14

58.5

43.2

500400

July-14

49.2

30.5

721200

August-14

38.95

32.75

313200

September-14

38.85

32

61200

October-14

30.1

24.1

138000

November-14

40

24.35

7200

December-14

47

29.75

261600

January-15

40

32

140400

February-15

50

34

152400

March-15

48

31.05

1302000

The performance of the equity share price of the Company at Designated Stock

Exchange at BSE is as under:

Month

ACFSL Share Price at BSE** SENSEX**

April-14

55 22,417.80

May-14

57

24,217.34

June-14

49

25,413.78

July-14

42

25,894.97

August-14

34.4

26,638.11

September-14

32

26,630.51

October-14

30.1

27,865.83

November-14

40

28,693.99

December-14 40 27,499.42

45

January-15

32

29,182.95

February-15

41

29,361.50

March-15

37

27,957.49

** closing data on the last day of the month

k) Distribution of Shareholding as on March 31, 2015.

By size of shareholding:

Range of No. of Shares Shares held No. of Shareholders

From – To Number % Number %

Upto 2500 1 0.752 2,120 0.002

2501-5000 - 0.000 - 0.000

5001-10,000 1 0.752 8,000 0.008

10,001-20,000 53 39.850 6,45,000 0.660

20,001-30,000 13 9.774 3,12,000 0.319

30,001-40,000 2 1.504 72,000 0.074

40,001-50,000 3 2.256 1,44,000 0.147

50,001-1,00,000 13 9.774 9,92,790 1.045

100001 and above 47 35.338 9,56,10,090 97.775

By Category of Shareholders:

Category No. of Shares Total Shares % of Holding Electronic Physical

Promoters’ Group 5051000 430852 5481852 56.06

Mutual Funds and UTI

- - - -

Banks, FI’s & Insurance Companies

- - - -

Foreign Institutional Investors / NRIs

- - - -

Other Bodies Corporate

1205397 1119148 2324545 23.77

Indian Public 1872203 100000 1972203 20.17

Total 8128600 1650000 9778600 100

46

l) Registered Office

Shop No. 3, Ground Floor, Ashoka Complex, B/H Woodland Hotel Naroli Cross Roads. Silvassa. Dadra Nagar Haveli – 396 230.

m) Compliance Officer Mr. Nirav Basheri, Amrapali Capital and Finance Services Limited Shop No. 3, Ground Floor, Ashoka Complex, B/H Woodland Hotel Naroli Cross Roads. Silvassa. Dadra Nagar Haveli – 396 230 Telephone: 0260 – 2631329 E-mail: [email protected]

n) Investor services E-mail: [email protected]




Category Wise Shareholding in %

Promoters’ Group

Other Bodies Corporate

Indian Public

47



ANNEXURE 1 TO CORPORATE GOVERNANCE REPORT

To,

The Shareholders

Affirmation of Compliance with Code of Business Conduct

In accordance with sub-clause I (D) of Clause 52 of the Listing Agreement with the Stock

Exchanges, I hereby confirm that the Company has adopted Code of Conduct for the Directors

and the Senior Management Personnel of the Company for the financial year ended March 31,

2015.



PLACE : SILVASSA DATE : August 14, 2015 ==============================================================================

CERTIFICATE

To the members of,

Amrapali Capital and Finance Services Limited

We have examined the compliance of conditions of Corporate Governance by Amrapali Capital

and Finance Services Limited for the year ended March 31, 2015, as stipulated in Clause 52 of

the SME Equity Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the

management. Our examination has been limited to a review of the procedures and

implementations thereof adopted by the Company for ensuring compliance with the conditions

of the certificate of Corporate Governance as stipulated in the said Clause.

It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to me

and the representations made by the Directors and the management, I certify that the

Company has complied with the conditions of Corporate Governance in Clause 52 of the above

mentioned SME Equity Listing Agreement.

48

I state that no investor grievance is pending for a period exceeding one month against the

Company as per the record maintained by Shareholder grievance committee.

I further state that such compliance is neither an assurance as to the future viability of the

Company nor of the efficiency or effectiveness with which the management has conducted the

affairs of the Company.

Place : Ahmedabad For, CS ANAND LAVINGIA

Date : August 14, 2015 PRACTISING COMPANY SECRETARY

ACS NO.:26458

C.O.P. NO.:11410

49

MANAGEMENT DISCUSSION ANALYSIS REPORT Outlook: The company is confident in spite of the possible recessionary conditions in the industry it will perform better in view of the strong fundamentals of the Indian companies and hope to improve its Turnover. Internal Controls Systems and their adequacy: The company has adequate internal control systems to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of law and regulations. The internal control system is supported by the internal audit process. The Internal Auditor reviews and ensures that the audit observations are acted upon. The Audit Committee of the Board reviews the Internal Audit reports and the adequacy and effectiveness of internal controls. Human Resources: The relationship with the employees continues to be cordial. The Company recognizes the importance and contribution of its employees for its growth and development and constantly endeavors to train nurture and groom its people The Company puts emphasis on attracting and retaining the right talent. The company places emphasis on training and development of employees at all levels and has introduced methods and practices for Human Resource Development. Cautionary Statement: Statements in this Management Discussion and Analysis describing the company’s objectives, projections, estimates and expectations may be forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

50

INDEPENDENT AUDITOR’S’ REPORT To the Members of , Amrapali Capital and Finance Services Ltd., Report on the Financial Statements We have audited the accompanying financial statements of AMRAPALI CAPITAL AND FINANCE SERVICES LTD., which comprise the Balance Sheet as at 31ST March,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

51

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31stMarch,2015 and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143(3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt

with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of The Companies (Accounts) Rules, 2014.

52

(e) On the basis of the written representations received from the directors as on31stMarch,

2015taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its

financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; hence the company need not make any provision.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

For Mehul Thakker & Co, Chartered Accountants FRN NO. - 118993W Place: Ahmedabad Date: 30/05/2015 S. P. Thakker Partner Memb. No. - 032233

53

Annexure to the Independent Auditor’s Report The Annexure referred to in our Independent Auditors’ Report to the members of the company on the standalone financial statements for the year ended 31stMarch, 2015, we report that: i). In respect of its Fixed Assets: (a) The Company is maintaining proper records showing full particulars, including quantitative

details and situation of fixed assets. (b) All the assets have been physically verified by the management during the period as per the

regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

ii). In respect of its inventories:

(a) The management has conducted physical verification of inventory at reasonable intervals. (b) The procedures of physical verification of inventory followed by the management are

reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies

were noticed on physical verification by the management.

iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

(a) The company has not granted any secured or unsecured loan to the companies,

firms or other parties covered in the register maintained u/s. 189 of the Act.

Accordingly, relevant paragraph of the said Order is not applicable to the company.

v) The company has not accepted any deposit from public. vi) We are informed that the Central Government has not prescribed maintenance of cost

records under section 148(1) of the Companies Act for any products of the company.

54

vii) In respect of statutory dues: (a) According to the records of the Company, the Company is regular in depositing undisputed

statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service tax, duty of Custom Duty, Duty of Excise, Value added tax, Cess and other statutory dues with the appropriate authorities.

(b) According to the information and explanation given to us, there are no outstanding

disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Custom, duty of Excise, value added tax or Cess.

(c) According to the information and explanations given to us there is no amount which are

required to be transferred to the investor education and Protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

viii) In our opinion, the company has no accumulated losses. During the financial year covered

by our audit, company has not incurred cash losses. ix) The company has not taken any loan from any financial institutions and bank and the

company has not raised the fund by issue of debentures hence paragraph 3(ix) of the order is not applicable to the company.

x) According to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from bank or financial institutions. xi) The company not taken any term loan during the year. Accordingly paragraph 4(xi) of the

order is not applicable to the company. xii) Based upon the audit procedures performed and information and explanations given by the

management, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

FOR, MEHUL THAKKER & CO., CHARTERED ACCOUNTANTS, FIRM REG.NO. 118993W

Place: Ahmedabad (S. P. THAKKER) Date: 30/05/2015 PARTNER MEMB.NO. 032233

55

31/03/2015 31/03/2014

Rs Rs

I. Equity and Liabilities

(1) Shareholder's Funds

(a) Share Capital A 97,786,000 97,786,000

(b) Reserves and Surplus B 718,278,903 690,124,054

(c) Money received against share warrants - -

(2) Share application money pending allotment - -

(3) Non-Current Liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (Net) C - -

(c) Other Long term liabilities D 2,007,807 1,524,703

(d) Long term provisions - -

(4) Current Liabilities

(a) Short-term borrowings - -

(b) Trade payables E 500,900 524,866

(c) Other current liabilities F 103,416,587 863,914

(d) Short-term provisions - 1,828,907

Total 921,990,197 792,652,444

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets G 10,567,410 10,209,626

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(iv) Intangible assets under development - -

(b) Non-current investments H 725,605 725,605

(c) Deferred tax assets (net) 806,751 -

(d) Long term loans and advances I 87,027,081 26,187,523

(e) Other non-current assets J 11,125,158 -

(2) Current assets

(a) Current investments - -

(b) Inventories 105,682,427 132,911,079

(c) Trade receivables K 63,254 2,351,630

(d) Cash and cash equivalents L 368,141,932 329,560,877

(e) Short-term loans and advances M 289,218,821 278,861,696

(f) Other current assets N 48,631,758 11,844,408

Total 921,990,197 792,652,444

See accompanying Significant Accounting Policies

and Notes forming part of the financial statementsV

As per our Report of Even Date attached herewith.

For Mehul Thakker & Co. FOR, AMRAPALI CAPITAL AND FINANCE SERVICES LTD

Chartered Accountants.

Firm Reg. No. 118993W

Chirag Thakkar Alkesh Patel

Managing Director Director

DIN:01993020 DIN: 00189943

(S.P. Thakker)

Partner

Memb. No. 032233

Date : 30-05-2015 Date : 30-05-2015

Place : Ahmedabad Place : Ahmedabad

CIN NO.:- L65910DN1994PLC000362

Shop No-3, Ground Floor, Ahoka Complex, Naroli Cross Road, Silvassa


Particulars Note No

Balance Sheet as at 31st March, 2015

56

31/03/2015 31/03/2014

Rs Rs

I. Revenue from operations N 65,238,392 10,547,216

II. Other Income O 59,879,697 52,874,428

III. Total Revenue (I + II) 125,118,089 63,421,644

IV. Expenses:

Cost of materials consumed - -

Direct Expense P 51,575,406

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade

Q 27,228,652 (22,971,291)

Employee benefit expense R 4,625,706 4,287,788

Financial costs S 8,564,941 6,968,967

Depreciation and amortization expense G 4,567,698 2,784,623

Other expenses T 29,698,728 68,720,306

Total Expenses 126,261,131 59,790,393

V. Profit before exceptional and extraordinary items

and tax (III-IV)

(1,143,042) 3,631,251

VI. Exceptional Items V 2,844,844 -

VII. Profit before extraordinary items and

tax (V - VI)

1,701,802 3,631,251

VIII. Extraordinary items - -

IX. Profit before tax (VII - VIII) 1,701,802 3,631,251

X. Tax expense:

(1) Current tax 241,000 1,122,057

(2) Excess/(Short) Provision of Incometax relating to

Prior Years

-

(3) Deferred tax Assets 806,751 -

(4) Provision for Wealth Tax -

XI. Profit(Loss) for the period from continuing

operations (IX-X)

2,267,553 2,509,194

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discontinuing operations

(XII - XIII)

- -

XV. Profit/(Loss) for the period (XI + XIV) 2,267,553 2,509,194

XVI. Earning per equity share:

(1) Basic 0.23 0.26

(2) Diluted 0.23 0.26

See accompanying Significant Accounting Policies

and Notes forming part of the financial statementsV

As per our Report of Even Date attached herewith.

For Mehul Thakker & Co. FOR, AMRAPALI CAPITAL AND FINANCE SERVICES LTD


Firm Reg. No. 118993W



DIN:01993020 DIN: 00189943

(S.P. Thakker)

Partner

Memb. No. 032233

Date : 30-05-2015 Date : 30-05-2015

Place : Ahmedabad Place : Ahmedabad


Particulars Note No

Statement of Profit and Loss for the year ended on 31st March, 2015

CIN NO.:- L65910DN1994PLC000362

Shop No-3, Ground Floor, Ahoka Complex, Naroli Cross Road, Silvassa

57

Rs. Rs. Rs. Rs.

1,701,802 3,631,251

4,567,698 2,784,623

8,564,941 69,686,967

(57,142,571) (51,217,359)

(2,844,844) -

25,887,239 -

(20,967,537) 21,254,231

(19,265,735) 24,885,482

27,228,652 (22,971,291)

2,288,376 69,786,409

(60,839,558) (531,289)

(10,357,125) 143,169,467

(11,125,158) -

(36,787,294) (9,564,866)

(23,966) (244,448,205)

102,552,673 (3,501,381)

483,104 179,522

- -

(1,828,907) 1,122,057

11,590,797 (66,759,577)

(7,674,938) (41,874,095)

- -

(7,674,938) (41,874,095)

(241,000) (1,122,057)

(7,915,938) (42,996,152)

(2,183,865) (466,735)

103,228 223,920

- -

57,142,571 51,217,359

55,061,934 50,974,544

- -

- 25,776,000

- 231,984,000

-

- -

(8,564,941) (69,686,967)

(8,564,941) 188,073,033

38,581,055 196,051,425

329,560,877 133,509,452

368,141,932 329,560,877

368,141,932 329,560,877

779,460 54,899

(20,416,952) (57,046,702)

387,779,424 386,552,680

368,141,932 329,560,877Notes:

(i)The Cash flow statement has been prepared by Indirect Method as prescribed in AS-3 "Cashflow Statement"

(ii) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.

In terms of our report attached.

For, Mehull Thakker & Co.


Firm Reg. No.118993W



(S.P. Thakker) DIN:01993020 DIN:00189943

Partner

Memb. No. 032233

Date : 30/05/2015

Place : Ahmedabad Date : 30/05/2015

Place : Ahmedabad

Other Non- Current Assets

Adjustment in Fixed Assets

Proceeds from Share Capital

Proceeds from Share Premium

Cash and cash equivalents at the end of the year *

* Comprises:

(a) Cash on hand

(b) Balances with banks

(i) In current accounts

(ii) In deposit accounts

Net cash flow from / (used in) financing activities (C)

Net increase / (decrease) in Cash and cash equivalents (A+B+C)

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet

Net cash flow from / (used in) investing activities (B)

C. Cash flow from financing activities

Proceeds from long-term borrowings

Repayment of long-term borrowings

Net increase / (decrease) in working capital borrowings

Finance cost

B. Cash flow from investing activities

Capital expenditure on fixed assets, including Pre-operative expenses

Proceeds from Sale of Fixed Asset

Inter-corporate deposits (net)

Interest received

- Others

Cash flow from extraordinary items

Cash generated from operations

Net income tax (paid) / refunds

Net cash flow from / (used in) operating activities (A)

Adjustments for increase / (decrease) in operating liabilities:

Trade payables

Other current liabilities

Other long-term liabilities

Long-term provisions

Short-term provisions

Adjustments for (increase) / decrease in operating assets:

Inventories

Trade receivables

Long-term loans and advances

Short-term loans and advances

Other Current Assets

Changes in working capital:

A. Cash flow from operating activities

Net Profit / (Loss) Before extraordinary items and tax

Adjustments for:

Depreciation and amortisation

Finance costs

Interest income

FOR, AMRAPALI CAPITAL AND FINANCE SERVICES LTD

AMRAPALI CAPITAL AND FINANCE SERVICES LIMITEDCash Flow Statement for the year ended 31 March, 2015

ParticularsFor the year ended

31 March, 2015

For the year ended

31 March, 2014

Net Additional Income offered in Settlement Commission

Operating profit / (loss) before working capital changes

58

NOTE NO.- ASHARE CAPITAL

31-03-2015 31-03-2014

Rs Rs

AUTHORISED SHARE CAPITAL

1,00,00,000 EQUITY SHARES OF Rs.10 EACH WITH 100,000,000 100,000,000

VOTING RIGHTS

TOTAL AUTHORISED CAPITAL 100,000,000 100,000,000

ISSUED, SUBSCRIBED & FULLY PAID UP CAPITAL97,78,600 EQUITY SHARES OF Rs.10 EACH FULLY PAID

UP WITH VOTING RIGHTS 97,786,000 97,786,000 TOTAL ISSUED,SUBSCRIBED & FULLY PAIDUP

CAPITAL 97,786,000 97,786,000

NOTE NO. A (a) SHARE CAPITAL RECONCILIATION

PARTICULARSOPENING

BALANCEFRESH ISSUE

BONUS/

ESOP/

CONVERSI

ON/

BUYBACK

CLOSING

BALANCE

EQUITY SHARES WITH VOTING RIGHTS

YEAR ENDED ON 31 MARCH, 2015

- NUMBER OF SHARES - - - - AMOUNT (RS.) 97,786,000 - - 97,786,000

YEAR ENDED ON 31 MARCH, 2014

- NUMBER OF SHARES - - - - AMOUNT (RS.) 97,786,000 - - 97,786,000

NO. OF % NO. OF %SHARES HOLDING SHARES HOLDING

EQUITY SHARES WITH VOTING RIGHTS

MONAL Y. THAKKAR 2,381,852 24.36% 1,900,000 19.43%

CHIRAG Y. THAKKAR 1,352,500 13.83% 1,352,500 13.83%

SUN AND SHINE WORLD WIDE LIMITED 800,000 8.18% 800,000 8.18%

YASHWANT A. THAKKAR 1,182,500 12.09% 500,000 5.11%

VIRSA INVESTMENT PRIVATE LIMITED - 500,000 5.11%

KIFS SECURITIES LIMITED - 688,800 7.04%TOTAL 5,716,852 5,741,300

The Company has only class of Equity shares with face value of Rs.10/- each, ranking pari-passu.

NOTE NO.- BRESERVES & SURPLUS

31-03-2015 31-03-2014

Rs Rs

(1) GENERAL RESERVE

OPENING BALANCE -

ADD: ADDITIONAL DURING THE YEAR -

TOTAL (1) - -

(2) SECURITIES PREMIUM RESERVE

OPENING BALANCE 522,774,000 290,790,000

ADD: ADDITIONAL DURING THE YEAR - 231,984,000

TOTAL (2) 522,774,000 522,774,000

(3) PROFIT & LOSS ACCOUNT

OPENING BALANCE 167,350,111 164,840,860 ADD: PROFIT / (LOSS) FOR THE YEAR 2,267,553 2,509,194 NET ADDITIONAL INCOME OFFERED BEFORE

HONOURABLE SETTLEMENT COMMISSION 25,887,239 LESS: APPROPRIATION

TRANSFER TO GENERAL RESERVE - -

TOTAL (3) 195,504,903 167,350,054

TOTAL (1) + (2) + (3) 718,278,903 690,124,054

31-03-2014

NOTE NO.A (b) DETAILS OF SHARES HELD BY EACH SHAREHOLDERS HOLDING MORE THAN 5% IN THE

COMPANY

NOTE NO-A (c) RIGHTS, PREFERENCES & RESTRICTIONS ATTACHED TO EQUTY SHARES:

PARTICULARS


NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED ON 31-03-2015

31/03/2015PARTICULARS

PARTICULARS

59

NOTE NO.- CDEFERRED TAX LIABILITIES

31-03-2015 31-03-2014

Rs Rs

OPENING BALANCE OF DEFERRED TAX LIABILITY - ADD : DEFERRED TAX EXP FOR THE YEAR - LESS : ADJUSTED AGAINST DEFERRED TAX ASSET - TOTAL - -

NOTE NO.- DOTHER LONG TERM LIABILITIES

31-03-2015 31-03-2014Rs Rs

OTHERS - ARBITRAGER DEPOSIT 2,007,807 1,524,703

TOTAL 2,007,807 1,524,703

NOTE NO.- ETRADE PAYABLES

31-03-2015 31-03-2014

Rs Rs

(1) TRADE PAYABLES FOR GOODS - -

TOTAL (1) - -

(2) TRADE PAYABLES FOR EXPENSES 500,900 524,866

TOTAL (2) 500,900 524,866

TOTAL (1) + (2) + (3) 500,900 524,866

NOTE NO.- FOTHER CURRENT LIABILITIES

31-03-2015 31-03-2014

Rs Rs

OTHER PAYABLES 63,001,066 - STATUTORY REMITTANCES 541,208 438,072

ADVANCES FROM DEBOTRS (PARTY CONTROL) 39,874,313

TURNOVER CHARGES - 425,842

TOTAL 103,416,587 863,914

NOTE NO.- ILONG TERM LOANS AND ADVANCES

31-03-2015 31-03-2014

Rs Rs

(1) SECURITY DEPOSITS

UNSECURED CONSIDERED GOOD 23,890,641 26,187,523

TOTAL (1) 23,890,641 26,187,523

(2)OTHER LOANS AND ADVANCES

UNSECURED CONSIDERED GOOD 63,136,440 -

TOTAL (2) 63,136,440 -

TOTAL (1) + (2) 87,027,081 26,187,523

NOTE NO.- JOTHER NON-CURRENT ASSETS

31-03-2015 31-03-2014

Rs Rs

ARBITRAGE SECURITY DEPOSIT

HARDIK VINODBHAI THAKKAR(0002) 52,996 -

BHARGAV B SHUKLA(B011) 407

DHAVAL HASMUKHBHAI VORA(D039) 1,357 -

DIPAK M. DANGAR(D046) 9,363

VIRENDER KAUR (H0040 ) 21,104 -

MANINDER SINGH (M028 ) 10,000

NIRMAL SHAH(N043) 417

PRAVIN HANSRAJBHAI VALA(P045) 10,683

SHAILESH R. KARIA(S044) 18,660

SHANTA H. CHAUDHARY(S11) 132,692

YATINDER SINGH RAWAT (Y0101 ) 7,891

ADVANCE TRANSACTION CHARGES (ALL SEGMENT)(1058) 69,088

SETTLEMENT APPLICATION FEES(1101) 10,790,500

TOTAL 11,125,158 -

PARTICULARS

PARTICULARS

PARTICULARS

PARTICULARS

PARTICULARS

PARTICULARS

60

NOTE NO : K

TRADE RECEIVABLE

31/03/2015 31/03/2014

Rs Rs

FOR DP DIVISION

YASHWANT A. THAKKAR - HUF 562 PARTY A/C 62,692

TOTAL 63,254 -

NOTE NO.- LCASH & CASH EQUIVALENTS

31-03-2015 31-03-2014

Rs Rs

(1) BALANCES WITH BANKS

(i) IN CURRENT ACCOUNTS (20,416,952) (57,046,702)

(ii) IN DEPOSIT ACCOUNTS

TOTAL (II) 387,779,424 386,552,680

TOTAL (1) 367,362,472 329,505,978

(2) CASH ON HANDCASH ON HAND 779,460 54,899

TOTAL (2) 779,460 54,899

TOTAL (1) + (2) 368,141,932 329,560,877

NOTE NO.- MSHORT TERM LOANS & ADVANCES

31-03-2015 31-03-2014

Rs Rs

(1) LOANS AND ADVANCES TO EMPLOYEES

UNSECURED, CONSIDERED GOOD

ADVANCES GIVEN TO STAFF 104,600 95,200

TOTAL (1) 104,600 95,200

(2) LOANS AND ADVANCES TO OTHERS

(i) BALANCE WITH GOVERNMENT AUTHORITIES

UNSECURED, CONSIDERED GOOD 289,114,221 269,318,803

TOTAL (2) 289,114,221 269,318,803

(3) OTHERS (GOVERENMENT)

UNSECURED, CONSIDERED GOOD - 9,447,693

TOTAL (3) - 9,447,693 TOTAL (1) + (2) + (3) 289,218,821 278,861,696

NOTE NO.- NOTHER CURRENT ASSETS

31-03-2015 31-03-2014

Rs Rs

CLIENT MARGIN ACCOUNT 27,593,519 -

DEPOSITORY FUND 864,815 -

SATELLITE CORPORATE SERVICES P LTD(5051) 2,337 -

FINANCIAL TECHNOLOGY LTD(F011) 2,058 -

NAUTAM R. VAKIL & CO. (N061 ) 5,618 - MEHUL V VISAVADIA(RAJKOT BRANCH EXP)(10045) 15,000 -

ASHOKBHAI R. PATEL (A0039 ) 25,000 -

ACCRUED INT.(ACC101) 20,123,411 -

ACCRUALS - INTEREST ACCRUED ON DEPOSITES 11,844,408 TOTAL 48,631,758 11,844,408

PARTICULARS

PARTICULARS

PARTICULARS

PARTICULARS

61

NOTE NO.- G

FIXED ASSETS (Amount in Rs.)NET BLOCK NET BLOCK

OPENING CLOSING OPENING DEP. CLOSING OF ASSET OF ASSET

BLOCK BLOCK BALANCE FOR YEAR BALANCE ON 31/03/15 ON 31/03/14

(i) TANGIBLE ASSETS

OFFICE BUILDING 460,811 346,745 - 807,556 - 14,242 - 14,242 793,314 460,811

PARKING PLACE 95,659 40,635 136,294 2,434 2,434 133,860 95,659

FURNITURE 2,151,646 418,987 3,228 2,567,405 396,517 - 396,517 2,170,888 2,151,646

VEHICLE (MOTOR) 5,523,773 2,895,135 100,000 8,318,908 1,827,233 1,827,233 6,491,675 5,523,773

COMPUTER 881,848 892,621 - 1,774,469 - 1,365,657 - 1,365,657 408,812 881,848

(DP) 1,024 - - 1,024 - 614 - 614 410 1,024

MOBILE PURCHASE 230,418 8,832 239,250 218,471 218,471 20,779 230,418

FAX MACHINE 5,442 3,004 8,446 8,446 8,446 - 5,442

V. SAT PURCHASE 33,695 18,598 52,293 - 52,293 52,293 - 33,695

ELECTRIFICATION 66,535 15,620 82,155 - 13,693 13,693 68,462 66,535

FREEZ 17,095 60,435 - 77,530 37,041 37,041 40,489 17,095

PRINTER 83,358 58,041 - 141,399 104,057 104,057 37,342 83,358

A.C. PURCHASE 435,985 149,207 - 585,192 - 190,198 190,198 394,994 435,985

OFFICE EQUIPMENT 196,783 114,849 311,632 - 305,247 305,247 6,385 196,783

TELEVISION 25,555 6,000 31,555 31,555 31,555 - 25,555

TOTAL 10,209,627 5,028,709 103,228 15,135,108 4,567,698 - 4,567,698 10,567,410 10,209,627

PREVIOUS YEAR - - -

NOTES:

(1) DEPRICIATION ON THE ASSETS HAS BEEN PROVIDED AS PER THE STRAIGHT LINE METHOD IN ACCORDANCE WITH THE RATES SPECIFIED IN THE SCHEDULE II TO THE COMPANIES

ACT 2013 AND ROUNDED OFF TO THE NEAREST RUPEE.

* (2) ADJUSTMENT SHOWS FIGURE CHANGES DUE TO CHANGE IN THE METHOD OF DEPRECIATION FROM WRITTEN DOWN VALUE METHOD TO STRAIGHT LINE METHOD


ASSETS DEPRICIATION FUND

SALES/RETIR

EMENT

ADJUSTMENT


NAME OF ASSETS ADDITIONS/A

DJUSTMENT*

DISPOSALS/R

ETIREMENT

DURING THE

YEAR

62

NOTE NO.- H

NON CURRENT INVESTMENT

QUOTED UNQUOTED TOTAL QUOTED UNQUOTED TOTAL

Rs Rs Rs Rs Rs Rs

OTHER INVESTMENTS (AT COST)

(1) INVESTMENT IN EQUITY SHARES

5438 SHARES + 65256 BONUS - BSE(BS015) 5,438.00 0 5,438 5,438.00 0 5,438

SHARE-( 386264 )-AMRAPALI IND.LTD(S100) 717,667 0 717,667 717,667 0 717,667

SHARE (50) CHAROTAR(S016) 0 2,500 2,500 0 2,500 2,500

NET INVESTMENT IN EQUITY SHARES - 0 725,605 - 0 725,605

TOTAL 0 0 725,605 0 0 725,605

AMRAPALI CAPITAL AND FINANCE SERVICES LTD.


31/03/2015 31/03/2014

Note : Market value of the said investments are less than cost, but the same has not been considered as permanent diminution in value. Hence, the efect of the same has not been given in the books of accounts for the year ended 31.03.2015

PARTICULARS

63

NOTE NO : N

REVENUE FROM OPERATIONS

31/03/2015 31/03/2014

Rs Rs

5,927,391 6,735,301 99,844,745 3,811,915

(40,533,744) 65,238,392 10,547,216

NOTE NO : O

OTHER INCOME

31/03/2015 31/03/2014

Rs Rs

11,502,711 19,268,453 22,521,240

25,972 561,500

23,118,620 31,948,604 133,663 382,573

- 302 567,950 844,727

44,776 1,288,380

44,177 35,831 247,033 208,561

5,152 3,900

59,879,697 52,874,428

NOTE NO : P

31/03/2015 31/03/2014

Rs Rs

41,070 - 67,500 -

400,000 - 10,676,807 - 28,267,019 - 12,123,010 - 51,575,406 -

FEES

SLIP BOOK CHARGES

C T T CHARGESS T T -NSE (CM & FO)S T T -BSE (CM & FO)

PROCESSING FEESANNUAL MEMBERSHIP FEES

INTEREST ON MUTUAL FUNDSDIVIDEND INCOMEOTHER MISC. INCOME

INCENTIVE FROM LIQ DERIV. SCHEME

WAREHOUSE RENT

DEMAT CHARGES

TOTAL

TOTAL

KASAR

AMC

PRO DIVIDEND

ANNUAL FEES

PARTICULARS

RECEIVABLE BANK INTEREST

PUBLIC ISSUE EXPENSE

RENT INCOMEINTEREST RECEIVED

PARTICULARS

DIRECT EXPENSES


BROKERAGE

NOTES FORMING PART OF PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31-03-2015

PARTICULARS

SURPLUS FROM SHARE TRADING

BANK INTEREST RECEIVED

COMMODITY TRADINGTOTAL

64

NOTE NO : R

EMPLOYEE BENEFIT EXPENSES

31/03/2015 31/03/2014

Rs Rs

4,270,542 3,913,041 26,914 374,747

5,000 323,250

4,625,706 4,287,788

NOTE NO : S

FINANCE COST

31/03/2015 31/03/2014

Rs Rs

7,404,881 5,893,421 7,057 -

- 197,706 1,153,003 877,840 8,564,941 6,968,967

NOTE NO : T

OTHER EXPENSES

31/03/2015 31/03/2014

Rs Rs

41,120 - 840,914 - 279,750 514,000

10,993,622 9,559,140 554,870 353,000

BUSINESS PROMOTION - 322,700 1,749 5,372

BROERAGE FROM IPO - 135,905 20,000 35,000

152,664 - 3,009 -

165,000 - CTT - 658,085

6,440,536 - 42,140 40,350

216,000 266,000 DONATION EXPENSE - 100

1,238,959 1,028,730 253,077 450,037

58,727 375,073 - 1,120,600

122,921 145,040 350 -

145,038 - 1,216,162 -

15,527 808,675 850 -

31,693 - 104,209 1,471,406

84,130 - 262,630 246,380

14,000 - 650,284 -

ELECTRICITY EXPENSE

MEDICAL EXPENSE

INTEREST PENALTY ON TDS

ANNUAL SUBSCRIPTION EXPENSE

INTEREST PAID

BONUS & BONI EXPENSETOTAL

PARTICULARS

DIRECTORS REMUNERATION

PARTICULARS

OTHER BORROWING COST

EXCHANGE EXPENSE

SALARY (SAILVASSA)

CDSL CHARGES

BANK INTEREST PAID

STAFF WELFARE EXPENSE

MISC EXPENSE

BANK CHARGES

PARTICULARS

LOADING & UNLOADING EXP

ADVERTISEMENT EXPENSE

AUDIT FEES

BSE CONT TO TGF EXPENSE

DEMAT EXPENSE

ANNUAL MAINTENANCE EXPENSE

CONNECT TO IPF EXPENSE

OFFICE EXPENSE

LEASEDLINE EXPENSE

MUNICIPAL TAX

LEGAL EXPENSE

TOTAL

SALARY EXPENSE

NSDL EXPENSE

ARBITRAGE-JOBBER EXPENSE

COMPUTER REPAIRING EXPENSES

FRANKING EXPENSE

INTERNET EXPENSE

CONSULTANCY FEE

INSURANCE EXPENSE

EXCHANGE PENALTY EXPENSE

CONNECT TO NSE EXPENSE

NSE EXP

65

715,941 - - 3,272,157

37,587 - 457,970 -

2,400 - 145,091 -

85,026 - 2,043,721 2,099,122

906,464 2,530,446 RATES AND TAXES - 43,990

- 160,377 7,600 113,650

100,000 272,006 128,663 -

55,721 - STT CHARGES - 39,959,730

304,072 258,213 2,344 -

479,741 1,742,142 33,099 732,880

176,703 64,622

2,032 29,698,728 68,720,306

NOTE NO : Q

CHANGES IN INVENTORY

31/03/2015 31/03/2014

Rs Rs

132,911,079 109,939,788 105,682,427 132,911,079

27,228,652 (22,971,291)

STATIONARY, PRINTING & XEROX EXPSTP CHARGES

TOTAL

VSAT EXPENSE

LESS: CLOSING STOCK

TOTAL

PARTICULARS

OPENING STOCK

XEROX EXPENSE

TELEPHONE-MOBILE EXPENSE, LEASELINE EXPENSE

REMISSION

VEHICAL REPAIRING EXPENSETRAVELLING EXPENSES

POSTAGE & COURIER EXPANSE

PETROL & CONVE. EXPENSE

PROFESSIONAL TAX

SERVICE CHARGES TO RTA

REFRESHMENT EXPENSE

REPAIRS & MAINTANANCERENT EXPENSE

PUBLIC ISSUE EXPENSE

SEBI FEES ON TURNOVER

POP PORT-WAN-LASTMILE CHARGES

SEBI FEES FOR CLEARING MEMBERROC EXPENSE

REMESHIRE

66

AMRAPALI CAPITAL AND FINANCE SERVICES LTD. ACC. YEAR : 2014-2015 NOTE NO. : “ V ” Significant Accounting Policies And Financial Statements: ( I ) COMPANY’S OVERVIEW : Amrapali Capital & Finance Services Limited (‘The Company’) was incorporated on 20-05-1994 vide Certificate of Incorporation No. U65910DN1994PLC000362 under the Companies Act, 1956. Subsequently CIN was changed to L65910DN1994PLC000362, pursuant to listing of equity shares to the Stock exchange. The Company is engaged in the business of financing activities and broking activities. ( II ) SIGNIFICANT ACCOUNTING POLICIES :

(A) Basis of Preparation of Financial Statements : These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis, except Bonus and Municipal Taxes which are recorded on cash basis. These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 133 and other relevant provisions of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014. All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 2013.

(B) Change In Accounting Policy: The company is using the Written Down Value (WDV) method for calculation of tangible fixed assets for earlier years. Now, as per Schedule II of Companies Act, 2013 useful lifes have been specified for various types of assets. Due to this change over, the company is changing its policy from Written Down Value (WDV) method to Streight Line Method (SLM) for charging depreciation.

(C) Inventories : Inventories are valued at cost or market value whichever is lower.

(D) Depreciation : The company has changed the method of providing depreciation on fixed assets from Written Down Value method to Straight Line Method based on the years as prescribed under Schedule II to the Companies Act 2013. On additions/deletions, pro rata depreciation has been provided.

67

AMRAPALI CAPITAL AND FINANCE SERVICES LTD. ACC. YEAR : 2014-2015 NOTE NO. : “ V ” Notes forming the part of Accounts (continued) :

(E) Exceptional Item:

The company has revised its policy of providing depreciation on fixed assets effective April 1, 2014. Depreciation is now provided on a straight line basis for all assets as against the policy of providing on written down value basis for all assets and straight basis for others. Further the remaining useful life has also been revised wherever appropriate based on an evaluation. The carrying amount as on April 1, 2014 is depreciated over the revised remaining useful life. As a result of these changes, the depreciation charges for the year ended March 31, 2015 is higher, the effect relating (excluding deferred tax of Rs. 1.24 lacs which has been shown as an “Exceptional Item” in the statement of profit and Loss.

(F) Revenue Recognition : Revenue is recognised based on the nature of activity, when consideration can be reasonably measured and there exists reasonable certainty of its recovery.

(G) Fixed Assets :

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to the acquisition and installation of fixed assets are capitalized.

(H) Investments : Investments in unquoted shares are valued and shown at cost.

(G) RELATED PARTY TRANSACTIONS:-

Disclosure of transactions with Related Parties ,as required by Accounting Standard 18-“ Related Party Disclosures” as specified in the Companies (Accounting Standard) Rules 2006 (as amended) has been set out in a separate statement annexed to this note. Related parties as defined under clause 3 of the Accounting Standard 18 have been identified on the basis of representation made by the management and information available with the company.

(A) List of related party and their nature of relationship:

Sr. No.

Nature of Relationship Name of the Parties

1. Key Managerial personnel 1. Alkesh Dashrathlal Patel 2. Shankar Prasad Bhagat 3. Chirag Yashwant Thakkar 4. Saurabh Balkrishna Shah

68


(B) Transactions with Related parties:

Transaction Year ended 31.03.2015

Year ended 31.03.2014

Payment of Salary : 1. Chirag Yashwant Thakkar 2. Saurabh Balkrishna Shah

Rs. 2,16,000

Rs. 2,16,000 Rs. 50,000

(K) EARNINGS PER SHARE:-

The Company reports basic and diluted earnings per share (EPS) in accordance with the Accounting Standard 20 prescribed under The Companies (Accounting Standards) Rules, 2006 (as amended). The Basic EPS has been computed by dividing the income available to equity shareholders by the weighted average number of equity shares outstanding during the accounting year. The Diluted EPS has been computed using the weighted average number of equity shares and dilutive potential equity shares outstanding at the end of the year.

Particulars 2014-15 2013-2014

[Rs.] [Rs.] a. Net profit after tax 22,67,553 25,09,197 b. Weighted Avg. No. of Equity 97,78,600 97,78,600 Shares c. Basic Earning per shares 0.23 0.26 d. Diluted Earning per shares 0.23 0.26

(L) PROVISION FOR TAXATION :-

Tax expenses comprises of current tax and deferred tax:-

(i) CURRENT TAX:-

Provision for taxation has been made in accordance with the direct tax laws prevailing for the relevant assessment years.

(ii) DEFERRED TAXATION:-

In accordance with the Accounting Standard 22 – Accounting for Taxes on Income,

prescribed under The Companies (Accounting Standards) Rules, 2006 (as amended), the

deferred tax for timing differences between the book and tax profits for the year is

accounted for by using the tax rates and laws that have been enacted or substantively

enacted as of the Balance Sheet Date.

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Deferred tax assets arising from timing differences are recognized to the extent there is virtual certainty that the assets can be realized in future.

Net outstanding balance in Deferred Tax Account is recognized as deferred tax liability. The deferred tax account is used solely for reversing timing difference as when crystallized.

The deferred tax liabilities recognized for the year ending as on 31st March, 2015 comprise of the following:

a. Related to Fixed Assets (Depreciation):

Depreciation as per Accounts

Depreciation as per I.T. Act

Difference Amt. Rs.

Deferred Tax Asset for C.Y.

45,67,698 20,81,177 24,86,521 8,06,751

Particulars Amount Rs. Deferred Tax Asset/ (Deferred Tax liability)

Opening Balance (01/04/2014)

0 Deferred Tax Asset

For the Current Year

8,06,751 Deferred Tax Asset

Closing Balance (31/03/2015)

8,06,751 Deferred Tax Asset

(II) GENERAL NOTES :

As regards the other Accounting Standards, they are statutorily applicable to our Company i.e

Amrapali Capital & Finance Services Limited but as there are no transactions inviting those

Accounting Standards, no specific disclosures on the same are made.

(III) OTHER NOTES FORMING PART OF THE ACCOUNTS :

1. Previous year figures have been regrouped and / or rearranged where ever necessary

2. The Company has carefully considered the impact of Accounting Standard -28 pertaining to Impairment loss. As the recoverable amount of assets is higher than the W.D.V. of its Fixed Assets and hence no provision is made for impairment of Assets.

3. The balances of Trade payables, Trade Receivable and loans and advances are subject to confirmation by respective parties.

4. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business.

5. In the opinion of the Board of Directors, provisions for depreciation and all liabilities are adequate and not in excess of the amount reasonably necessary.

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AMRAPALI CAPITAL AND FINANCE SERVICES LTD. ACC. YEAR : 2014-2015 NOTE NO. : “ V ” Notes forming the part of Accounts (continued) : (6) Wherever external evidence in the form of cash memos / bills / supporting are not available, the internal vouchers have been prepared, authorized and approved. (7) Inventories are as per the inventory taken, verified, valued and certified by the management. (8)Reporting under Micro, Small and Medium Enterprise Development Act, 2006 The Company has not received information from vendors regarding their status under the Micro, Small & Medium Enterprise Development Act, 2006 and hence disclosure relating to the amount unpaid at the year-end together with the interest paid / payable under this Act has not been given. (9) Estimated amount of contracts remaining to be executed on capital account and not provided for : - NIL (10) The search proceedings u/s.132 of the Income-tax Act, 1961 has been carried out by the Income-tax Authority at the business premises of the company Amrapali Capital and Finance Services Ltd. on 26/10/2012. In pursuance of the search proceedings, the company and other applicants of Amrapali Group have filed applications before the Hon’ble Settlement Commission, Mumbai. Wherein the company has disclosed net additional income of Rs.2,58,87,239/- for the F.Y.2006-07 to 2013-14 relevant to A.Y.2007-08 to 2014-15. During the year the Hon’ble Settlement Commission has passed an Order u/s.245D(1) of the Act dated 21/11/2014 admitting the application of the company and the Hon’ble Settlement Commission has also passed an Order u/s.245D(2C) of the Act dated 9/1/2015 considering the application of the company as valid. The company has paid Income-tax with interest on the net additional income offered before the Hon’ble Settlement Commission for an amount of Rs.1,07,90,000/-. The necessary accounting entries have been passed in the books of accounts. The capitalization in the form of cash balance for an amount of Rs.2,58,87,239/- has been given in the books of accounts and the said cash balance has been deposited in the bank accounts. The net additional income offered before the Hon’ble Settlement Commission has been shown under the head “Reserves & Surplus” for an amount of Rs.2,58,87,239/-. The taxes with interest paid Rs. 1,07,90,500/- on net additional income offered before the Hon’ble Settlement Commission, has been shown under the head “Other non-current assets”. The final hearing and order of the company of Hon’ble Settlement Commission u/s.245D(4) of the Income-tax Act, 1961 is pending.

For, Mehul Thakker & Co. FOR, AMRAPALI CAPITAL AND FINANCE SERVICES LTD. Chartered Accountants Firm Reg. No. 118993W (S. P. Thakker) Chirag Thakkar Alkesh Patel Partner Managing Director Director Memb.No. 032233 DIN: 01993020 DIN: 00189943 DATE : 30-05-2015 DATE : 30-05-2015 PLACE : Ahmedabad PLACE : Ahmedabad

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Form No. MGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L65910DN1994PLC000362

Name of the Company : AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED

Registered Office : SHOP NO. 3, GROUND FLOOR, ASHOKA COMPLEX, B/H WOODLAND HOTEL, NAROLI CROSS ROADS. SILVASSA. DADRA NAGAR HAVELI – 396 230

Name of the member(s):

Registered address:

E-mail ID:

Folio No/ Client ID:

DP ID:

I / We, being the member(s) of .............................. shares of the above named Company, hereby appoint:

1. Name : ______________________________________________________

Address : ______________________________________________________

E-mail ID : ______________________________________________________

Signature : __________________________________________, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Tuesday, 15th day of September, 2015 at 11:00 A. M at Shop No. 3, Ground Floor, Ashoka Complex, B/H Woodland Hotel, Naroli Cross Roads, Silvassa, Dadra Nagar Haveli – 396 230, INDIA and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business

1. To receive, consider and adopt Audited Balance Sheet as at March 31, 2015 and the Profit & Loss Account for the year ended on that date and the reports of the Directors’ and the Auditors’ thereon (Ordinary Resolution).

2. To appoint Chirag Thakkar, (DIN: 01993020) who retires by rotation and being eligible, offers himself for reappointment (Ordinary Resolution).

3. To regularize Mr. Alkesh Patel (DIN: 00189943) as a Director of the Company (Ordinary

Resolution).

4. To appoint Statutory Auditor and to fix their remuneration (Ordinary Resolution).

Special Business

Signed this .................. day of ......................... 2015.

Signature of Shareholder: _______________

Signature of Proxy holder(s): ________________

Affix Re. 1 Revenue Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

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ATTENDANCE SLIP

Full name of the member attending ____________________________________________________

Full name of the joint-holder _________________________________________________________

(To be filled in if first named Joint – holder does not attend meeting)

Name of Proxy _____________________________________________________________________

(To be filled in if Proxy Form has been duly deposited with the Company)

I hereby record my presence at the Annual General Meeting held at Shop No. 3, Ground Floor, Ashoka Complex, B/H Woodland Hotel, Naroli Cross Roads, Silvassa, Dadra Nagar Haveli – 396 230, INDIA on Tuesday, 15th day of September, 2015 at 11:00 A. M

Folio No ______________ DP ID No. * ____________ Client ID No.* ___________

*Applicable for members holding shares in electronic form.

No. of Share(s) held __ __________ ________________

Member's / Proxy's Signature

73

Documents

· Annual Report 2014-15 Corporate Information CIN: L65910DN1994PLC000362 Board of Directors - Chirag Yashwant Thakkar (Managing Director) - Shankar Prasad Bhagat (Director) - Saurab