Mar 31, 2024
Your directors have pleasure in submitting herewith their 30th Annual Report together with the Audited Statement
of Accounts for the financial year ended on 31st March, 2024.
The Audited financial statements of the Company as on March 31, 2024, are prepared in accordance with the
relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the
Companies Act, 2013 (âActâ).
fin ? 1 .akhO
|
Particulars |
March 31, 2024 |
March 31, 2023 |
|
Revenue from Operations |
6745.06 |
1059.81 |
|
Other Income |
452.40 |
492.41 |
|
Total Income |
7197.47 |
1552.23 |
|
Total Expenses |
7085.02 |
1574.84 |
|
Profit / (Loss) before exceptional item and tax |
112.44 |
(22.61) |
|
Exceptional items |
-- |
-- |
|
Profit / (Loss) before tax |
112.44 |
(22.61) |
|
Less: Tax Expenses |
18.97 |
58.61 |
|
Profit / (Loss) for the year |
93.47 |
(81.22) |
During the financial year 2023-24 the revenue from operation stood at Rs. 6745.06 Lakhs as compare to Rs. 1059.81
Lakhs during the previous financial year 2022-23, there is a decrease in revenue from operation. The other income
of the Company stood as Rs. 452.40 Lakhs in the financial year 2023-24 as compared to Rs. 492.41 Lakhs in previous
financial year 2022-23.
Further, during the financial year 2023-24, the total expenses have increased to Rs. 7085.02 Lakhs from Rs. 1574.84
Lakhs in the previous financial year 2022-23. The Company has earned the Net Profit for the financial year 2023-24,
at Rs. 93.47 Lakhs in comparison to Net Loss of Rs. 81.22 Lakhs in previous year 2022-23.
With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared
any dividend for the financial year 2023-24.
During the Financial year 2023-24, the Company has not transferred any amount in Reserve and Surplus.
The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk
Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and
reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance
with the business strategy.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operation.
The scope of Internal Audit is well defined in the organization. The Internal Audit Report regularly placed before the
Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures and policies. Based
on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby
strengthening the controls continuously.
In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), dividends of the Company which remained
unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account
shall be transferred by the Company to the Investor Education and Protection Fund (âIEPFâ).
In terms of the foregoing provisions of the Act, the company is not required to transfer any funds or shares to IEPF.
The Company has neither accepted nor invited any Deposit falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time,
during the year under review and therefore details mentioned in Rule 8 (5) (v) & (vi) of Companies (Accounts)
Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
The company has no subsidiaries, associates or joint ventures during the period under review.
Further, there has been no subsidiaries, associates or joint venture companies which have ceased during the year.
The Capital Structure of the Company for the financial year ending March 31, 2024 is as tabled below:
|
Particulars |
Amount (in Rs.) |
|
Authorized Share Capital: |
|
|
1,00,00,000 Equity Shares of ^10/- each |
10,00,00,000 |
|
Total Authorized Capital |
10,00,00,000 |
|
Issued Capital |
|
|
97,78,600 Equity Shares of ^10/- each |
9,77,86,000 |
|
Subscribed & Paid - up Capital |
|
|
97,78,600 Equity Shares of ^ 10/- each |
9,77,86,000 |
|
Total Paid - up Capital |
9,77,86,000 |
There has been no considerable change in the business of the Company, during the period under review.
In the opinion of the Board of Directors, there are no material changes and commitments made by the Company
occurring between the ends of the financial, which is influential or affecting the financial position of the Company.
Mr. Baldevbhai Manubhai Patel (DIN: 00191708), Director, is liable to retire by rotation at the ensuing Annual
General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read
with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for
re-appointment.
Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at
the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice
convening the ensuing AGM of the Company.
Further, there is no change in the Constitution of the Board of Directors during the Financial Year 23-24.
The Board meets at regular interval with gap between two meetings not exceeding 120 days. Seven (7) Board
Meetings were held on May 30, 2023, 22 June, 2023, August 01, 2023, September 5, 2023, October 21, 2023,
November 10, 2023, February 15, 2024, during the financial year 2023-24.
All the Independent Director of the Company have given their declaration that they meet the criteria of
independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfill the conditions of
independence, integrity, expertise and experience (including the proficiency) as specified in the Act and the Rules
made there under and are independent of the management.
Pursuant to the provisions of the Companies Act, 2013, the Board and its respective members are required to carry
out performance evaluation of the board as a body, the Directors individually, Chairman as well as that of its
committees.
The Board of Directors of your Company, in order to give objectivity to the evaluation process identified an
independent process for conducting board evaluation exercise for its this financial year.
The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read
along with the applicable rules thereto.
|
Sr. No. |
Name of the Member |
Category |
Designation |
|
1. |
Ms. Urshita Mittalbhai Patel |
Non-Executive Independent Director |
Chairperson |
|
2. |
Mrs. Bhumi Atit Patel |
Non-Executive Independent Director |
Member |
|
3. |
Mr. Alkesh Dashrathlal Patel |
Chairman and Managing Director |
Member |
The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules thereto.
|
Sr. No. |
Category |
||
|
Name of the Member |
Designation |
||
|
Non-Executive |
|||
|
1. |
Ms. Urshita Mittalbhai Patel |
Independent Director |
Chairperson |
|
Non-Executive |
|||
|
2. |
Mrs. Bhumi Atit Patel |
Independent Director |
Member |
|
3. |
Mr. Alkesh Dashrathlal Patel |
Chairman and |
Member |
Our company has stakeholders'' relationship committee as per the provisions of Section 178(5) of the
Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:
|
Sr. No. |
Name of the Member |
Category |
Designation |
|
Non-Executive |
|||
|
1. |
Ms. Urshita Mittalbhai Patel |
Independent Director |
Chairperson |
|
Non-Executive |
|||
|
2. |
Mrs. Bhumi Atit Patel |
Independent Director |
Member |
|
3. |
Mr. Alkesh Dashrathlal Patel |
Chairman and |
Member |
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s.
B.B.Gusani & Associates, Chartered Accountant, Jamnagar (FRN: 0140785W), were appointed as the Statutory
Auditors of the company in the Annual General Meeting of the Company held on September 23, 2022 to hold the
office from the conclusion of 28th AGM till the conclusion of the 33rd AGM to be held in the year 2027.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call
for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any
qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this
Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Bhumika Vipulbhai Ranpura,
Practicing Company Secretary to undertake the Secretarial Audit of the Company. It is hereby confirmed that the
Company has complied with the provisions of SS - 1 i.e. Secretarial Standard on meetings of Board of Directors and
SS - 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2023 - 24 is
annexed herewith as âAnnexure - Aâ.
Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S. S P Thakker & Associates,
Chartered Accountants (FRN: 155994W), as an Internal Auditor of the Company.
Details of Frauds Report by the Auditor:
There are no frauds reported by the auditor in its audit report in pursuance to section 143(12) of the Companies
Act, 2013, during the period under review.
In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to the Company.
In terms of Section 134 (3) (c) of the Companies Act, 2013 in relation to the financial statements for the year 2023¬
24, the Board of Directors state that:
a) In preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company for the financial year ended on March 31, 2024 and of the profit and loss of the company for that
period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
Details of investments, loans and guarantee under the provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meeting of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Notes to
Financial Statements forming part of this report.
The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility are not
applicable to the company.
All the contracts or arrangements entered by the Company during the financial year with related parties were in the
ordinary course of business and on arm''s length basis. During the year under review, the Company has entered into
contracts or arrangements with related parties, which are material contracts or transaction on arms'' length basis,
which has been provided in Form AOC - 2 and appended as âAnnexure - Bâ.
Further, the details of the related party transactions for the financial year 2023-24 is given in notes of the financial
statements which is part of Annual Report.
All related party transactions are presented to the Audit Committee and Board for approval. The Policy on Related
Party Transactions as approved by the Board is available on Company''s website at
https://www.amrapali.com/lnvestors-Report.aspx?pagename=Policies.
The Company has formulated Risk Management Policy in order to monitor the risks and to address/ mitigate those
risks associated with the Company. The Board of Directors do not foresee any elements of risk, which in its opinion
may threaten the existence of the Company.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration
policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a director etc. and the same is also available on the
website of the Company at the link www.amrapali.com/Investors-Report.aspx?pagename=Policies.
The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure-C.
The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not applicable to the company and therefore, separate annexure was not
provided in part of this report. Further, the report and the accounts are being sent to members excluding this
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for
Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.
The copy of Annual Return in Form MGT - 7 for the financial year ending March 31, 2024 has been placed on the
web portal of the company at www.amrapali.com/Investors-Report.aspx?pagename=annret.
There is no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.
The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and Financial
Statements which forms part of this Annual Report.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Work place (Prevention, Prohibition &
Redressal) Act, 2013 and the rules framed thereunder. Pursuant to the provisions of âThe Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â and rules made thereunder, the Company
has formed an Internal Complaint Committee.
During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence
no complaints remain pending as at 31st March, 2024.
In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and
conserve energy as far as possible.
The Company has not carried out any research and development activities.
Foreign Exchange Earnings & Outgo during the year are as under:
Earnings - Nil
Outgo - Royalty Expenses - Nil
In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as âAnnexure
- Dâ.
The Directors wish to place on record their appreciation, for the contribution made by the employees, at all levels
but for whose hard work, and support, the Company''s achievement would not have been possible. The Directors also
wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith
reposed in the Company.
Unit No. PO5-02E, 5th Floor, Amrapali Capital And Finance Services Limited
Tower A WTC Gift City, Gandhinagar-382355 CIN: L65910GJ1994PLC118992
Sd/- Sd/-
Alkesh Dashrathlal Patel Bhumi Atit Patel
Place: Ahmedabad Chairman and Managing Director Non- Executive
Date: September 6, 2024 DIN: 00189943 Independent Director
DIN:07473437
Mar 31, 2014
Dear Members,
The Directors have the pleasure of presenting the Twentieth Annual
Report of your Company together with the audited accounts for the year
ended 31st March, 2014.
1. FINANCIAL RESULTS
The summary of financial results for the year is given below:
(Rs. In lacs)
Particulars 2013-14 2012-13
Sales & Operatinq Income 107.92 1367.13
Other Income 526.30 589.93
Total Revenue 634.22 1957.06
Operating Profits (PBDIT) 133.85 202.5
Less: Depreciation 27.85 42.98
Interest 69.69 134.76
Profit Before Tax & Exceptional Items 36.31 24.76
Less: Exceptional Items 0.00 0.00
Current Tax 11.22 7.7
Profit after Tax 25.09 17.06
2. DIVIDEND
Your Directors have not declared any dividend during the year under
review. The entire profit ploughed back to business.
3. REVIEW OF BUSINESS OPERATION
During the year under review, your company has registered the turnover
of Rs. 102.92 Lacs against the turnover of Rs. 1367.13 Lacs of previous
year. The overall increase in cost is due to increase in the number of
employees, increase in assets and increase in purchase of traded goods.
Further the interest expense had decreased to Rs. 69.69 lacs against
Rs. 134.76 Lacs which had considerably impacted over the profit of the
Company. The Profit before Tax for the current year is Rs. 25.09 Lacs
as against Rs. 17.06 Lacs of previous year.
4. CORPORATE GOVERNANCE REPORT
Pursuant to Clause 52 of the SME Equity Listing Agreement with the
Stock Exchange, Report on Corporate Governance and a certificate from
the Statutory Auditors of the Company confirming compliance of the same
has been included in the Annual Report as a separate section.
5. DIRECTORS
During the year under review, Mr. Ashwin P. Shah is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, have
proposed for re-appointment.
Brief resumes of the director being reappointed together with other
relevant details form part of the Notice of the ensuing Annual General
Meeting. The Board recommends their re- appointment.
6. AUDITORS AND AUDITORS'' REPORT:
M/s. Mehul Thakkar & Co., Chartered Accountants, Ahmedabad, Statutory
Auditors of the Company, holds office until the conclusion of the
Twenty Third (23rd) Annual General Meeting subject to ratification of
the appointment by the members at every AGM held after this AGM. The
observations made by the Auditors'' in their Auditors'' Report and the
Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the companies act, 1956, the Board of
Directors of the company hereby state and confirm that:-
a. In the preparation of the annual accounts, the applicable
accounting Standards had been followed along with proper explanation
relating to material Departures.
b. The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review.
c. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d. The directors had prepared the account on going on concern basis.
PARTICULARS OF THE EMPLOYEES
The Company had not paid any remuneration attracting the provisions of
section 217(2A) of the Companies Act, 1956 read along with the
Companies (Particulars of Employees) Rules, 1975. Hence, no
information is required to be appended to this report in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
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.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co- operation received from the Banks, Government
Authorities, Customers and Shareholders during the year. Your directors
also wish to take on record their deep sense of appreciation for the
committed services of the employees at all levels, which has made our
Company successful in the business.
For and on Behalf of the Board
For, AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED
Place : Ahmedabad (CHIRAG THAKKAR)
Date : August 28, 2014 Managing Director
Mar 31, 2013
Dear Members,
The Directors have the pleasure of presenting the Thirteenth Annual
Report of your Company together with the audited accounts for the year
ended 31st March, 2013.
1. FINANCIAL RESULTS
The summary of financial results for the year is given below:
Particulars 2012-13 2011-12
Sales & Operating income 13,67,12,780 8,52,15,322
Other Income 5,89,92,794 2,75,62,201
Total Revenue 19,57,05,574 11,27,77,523
Operating Profits (PBDIT) 2,02,49,336 2,27,80,165
Less: Depreciation 4,29,77,83 66,44,648
Interest 1,34,75,582 1,48,21,629
Profit Before Tax
& Exceptional Items 24,75,971 13,13,888
Less: Exceptional Items 0.00 0.00
Current Tax 7,70,000 19,945
Provision for Taxation 0.00 0.00
Provision for deferred Tax Liability 0.00 0.00
Profit after Tax 17,05,971 12,93,943
2. DIVIDEND
With a view to conserve resources, your directors have not recommended
any dividend for the year under review.
3. REVIEW OF BUSINESS OPERATION
During the year under review, your company has registered the turnover
of Rs. 13,67,12,780 against the turnover of Rs, 8,52,15,322 of previous
year. The Profit before Tax for the current year is Rs. 24,75,971 as
against Rs. 13,13,888 of previous year.
4. DIRECTORS
During the year under review, Saurabh Shah and Shankar Bhagat are
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, have been proposed for re- appointment.
Brief resumes of the directors being reappointed together with other
relevant details form part of the Notice of the ensuing Annual General
Meeting. The Board recommends their reappointments.
5. AUDITORS
M/s Mehul Thakker & Co.., Chartered Accountants, auditors of the
Company, retire at the conclusion of the ensuing annual general
meeting, ajd offer themselves for re-appointment. Your directors also
recommend their appointment
Pursuant to Section 217(2AA) of the companies act, 1956, the Board of
Directors of the company
hereby state and confirm that:-
(a) In the preparation of the annual accounts, the applicable
accounting Standards had been followed along with proper explanation
relating to material Departures.
(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review.
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(d) The directors had prepared the account on going on concern basis.
PARTICULARS OF THE EMPLOYEES
The Company had not paid any remuneration attracting the provisions of
section 217(2A) of the Companies Act, 1956 read along with the
Companies (Particulars of Employees) Rules, 1975. Hence, no information
is required to be appended to this report in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company is doing the utmost for conservation of Energy. As regards
Technology Absorption, the same is nil. During the year there were no
foreign exchange earnings and outgo.
ACKNOWLEDGMENTS:
Your Directors express their sincere appreciation for the valuable
assistance and co-operation extended to the company by its Customers,
Bankers, Financial Institutions, State and Central Government
Authorities, Service Providers, Contractors and the Stake Holders.
Your Directors also wish to place on record their appreciation of the
dedicated services and valuable contribution by the employees of the
company at all levels.
For and behalf of the Board of Directors
Chirg Thakkar
Chairman & Managing Director
Place: Ahmedabad
Date: September 5, 2013
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