Directors Report of Amrapali Fincap Ltd.

Mar 31, 2024

Your directors have pleasure in submitting herewith their 20^th Annual Report together with the
Audited Statement of Accounts for the financial year ended on 31^st March, 2024.

FINANCIAL RESULTS

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 (“SEBI Listing
Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

(AMOUNT IN LAKHS)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from operation	128.60	11517.06
Other Income	101.96	80.41
Total Revenue	230.56	11597.47
Less: Total Expenses before Depreciation, Finance Cost and Tax	210.70	11530.75
Profit before Depreciation, Finance Cost and Tax	19.86	66.72
Less: Depreciation	8.89	1.88
Finance Cost	0.08	0.76
Profit Before Tax	10.89	64.09
Less: Current Tax	1.70	15.50
Deferred tax Liability (Asset)	0.33	(5.16)
MAT Credit	1.16	(5.53)
Profit after Tax	7.70	59.28

BUSINESS OVERVIEW:

Financial Performance:

During the financial year 2023-24 the revenue from operation stood at Rs. 128.60 Lakhs as
compare to Rs. 11517.06 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. 101.96
Lakhs in the financial year 2023-24 as compared to Rs. 80.41 Lakhs in previous financial year
2022-23.

Further, during the financial year 2023-24, the total expenses have decreased to Rs. 219.67
Lakhs from Rs. 11533.37 Lakhs in the previous financial year 2022-23. The Company has

earned the Net Profit for the financial year 2023-24, at Rs. 7.70 Lakhs in comparison to Net
Profit of Rs. 59.28 Lakhs in previous year 2022-23.

Dividend

Your Directors have not recommended any dividend for the Financial Year ended on 31^st
March, 2024

Transfer to Reserves

During the year under review, the Company has not transferred any amount to the General
Reserves.

RISK MANAGEMENT:

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.

INTERNAL FINANCIAL CONTROL SYSTEMS:

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.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General
Reserves.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

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
(“IEPF Rules”), 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

("IEPF”).

In terms of the foregoing provisions of the Act, the company is not required to transfer any
funds or shares to IEPF.

DEPOSITS

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.

Further, loans provided by the Directors are being provided by their owned funds and for
the same declaration has been provided by the directors.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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.

SHARE CAPITAL

The Capital Structure of the Company for the financial year ending March 31, 2024 is as tabled
below:

Particulars	Amount
Authorized Share Capital:
1,40,00,000 Equity Shares of ^10/- each	14,00,00,000
Total Authorized Capital	14,00,00,000
Issued Capital
1,34,40,000 Equity Shares of ^10/- each	13,44,00,000
Subscribed & Paid - up Capital
1,34,40,000 Equity Shares of ^ 10/- each	13,44,00,000
Less: Equity Shares forfeited	Nil
Total Paid - up Capital	13,44,00,000

CHANGE IN THE NATURE OF BUSINESS:

There has been no considerable change in the business of the Company, during the period
under review.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

During the period under the review, Ms. Linaben Trusharkumar Patel has been appointed as an
Additional Director of the in Company as the Board Meeting held on 07^th November, 2023. Further,
her designation has been changed to Managing Director w.e.f. September 11, 2024.

Mr. Hasmukh Arvindbhai Thakkar (DIN: 00071065), Director, is ceased by tendering resignation
letter dated 8^th December, 2023, pursuant to Section 168 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) to the Company and Board had taken note of the same and intimated Registrar.

Further, there is no change in the Constitution of the Board of Directors during the Financial Year 23¬
24.

Number Of Meetings of The Board

The Board meets at regular interval with gap between two meetings not exceeding 120 days. During
the year under review, there are total Six (6) Board Meetings were held on May 17, 2023, August 01,

2023, August 31, 2023, October 27, 2023, November 07, 2023, November 10, 2023 and February 06,

2024.

Declaration Of Independent Directors

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.

Formal Evaluation of Board, Committee & Individual Directors

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.

DISCLOSURE OF VARIOUS COMMITTEE OF BOARD

(A) AUDIT COMMITTEE

The Audit Committee and the Policy are in compliance with Section 177 of the Companies
Act, 2013, read along with the applicable rules thereto.

Composition

Sr. No.	Name of the Member	Designation
1.	Mr. Ganpat Motiram Rawal	Chairman
2.	Ms. Bhumi Atit Patel	Member
3.	Ms. Linaben Tusharkumar Patel	Member

(B) NOMINATION AND REMUNERATION COMMITTEE

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.

Composition

Sr. No.	Name of the Member	Designation
1.	Mr. Ganpat Motiram Rawal	Chairman
2.	Ms. Bhumi Atit Patel	Member
3.	Ms. Linaben Trusharkumar Patel	Member

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE

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:

Composition

Sr. No.	Name of the Member	Designation
1.	Mr. Ganpat Motiram Rawal	Chairman
2.	Ms. Bhumi Atit Patel	Member
3.	Ms. Linaben Trusharkumar Patel	Member

AUDITORS
Statutory Auditor

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 18th AGM till the conclusion of
the 23 rd AGM to be held in the year 2027.

The Auditors'' Report annexed to the financial statements for the year under review does not contain
any qualifications.

Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Bhumika
Vipulbhai Ranpura , Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of
the Company for the financial year 2023-24. 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 “Annexure - A”.

Internal Auditor

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 for the
Financial year 2023-24.

Cost Auditor

In terms of Section 148(1) of the Companies Act, 2013, the Cost Audit is not applicable to 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

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 31^st March,
2024, are set out in Notes to Financial Statements forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY

The provisions of Section 135(1) of the Companies Act, 2013, for the Corporate Social Responsibility
are not applicable to the company.

RELATED PARTY TRANSACTIONS:

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 “Annexure - B”.

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 www.amrapali.co.in.

BUSINESS RISK MANAGEMENT

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.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTER

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.co.in.

PARTICULARS OF EMPLOYEES:

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.

WEBLINK OF THE ANNUAL RETURN:

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.co.in.under Investor section.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ATC, 2013:

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 “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013” 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 31^st March, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:

CONSERVATION OF ENERGY -

In its endeavor towards conservation of energy, the Company ensures optimal use of
energy, avoid wastages and conserve energy as far as possible

TECHNOLOGY ABSORPTION -

The Company has not carried out any research and development activities.

Foreign exchange earnings and outgo:

Earnings - Nil

Outgo - Royalty Expenses - Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 “Annexure - D”.

ACKNOWLEDGEMENTS

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.

Registered office:

19, 20,21 Narayan Chambers, 3rd Floor,

Behind Patan Hotel, Ashram Road For and on behalf of Board of Directors

Ahmedabad, Gujarat, India, 380009 Amrapali Fincap Limited

CIN: L74999GJ2004PLC044988

Sd/- Sd/-

Place: Ahmedabad Linaben Trusharkumar Patel Bhumi Atit Patel

Date: 06/09/2024 Director Non- Executive

DIN: 10380090 Independent Director

DIN: 07473437

---

Mar 31, 2016

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company''), along with the audited financial statements, for the financial year ended March 31, 2016. Financial Highlights:

(Amt in Rs.)

Particulars	F.Y. 2015-16	F.Y. 2014-15
Income from Share & Commodity Trading	124,046,703	24,901,597
Other Income	64,539,019	94,636,759
Total Revenue	188,585,722	119,538,356
Less: Total Expenses	184,809,610	92,404,623
Operating Profits (PBDIT)	3,776,112	27,133,733
Less: Depreciation	230,115	246,253
Interest	516,925	26,949,475
Profit Before Tax	3,029,072	(61,995)
Less: Current Tax	1,039,000	-
Deferred tax Liability (Asset)	(6,598)	1,404
Profit after Tax	1,996,670	(63,399)

REVIEW OF BUSINESS OPERATION Financial performance:

During the year under review, Company has earned total income of Rs. 1885.85 Lakh as against the total income of Rs. 1195.38 Lakh of previous year. The total income of the company was increase by 57.76% over previous year. During the year, the income from trading in Share was increased by almost 2 and half time than that of previous year. Further, during the year, the company has purchased more stock in trade which was lying in the books of account of the Company at the end of year. On the other hand, there was almost 98% reduction in the finance cost and increase in the other operational expenses by 19.26%.

Due to aforesaid reasons, the net profit before tax of the Company stood at Rs. 30.29 Lakh for the financial year 2015-16 as against loss before tax of Rs. 0.62 Lakh for the previous year making the Net profit Net profit of Rs. 19.97 Lakh for the financial year 2015-16 as against the Net loss of Rs. 0.63 Lakh for the previous year.

Dividend

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend for the financial year 2015-16 (Previous year - Nil).

Net Profit Transfer to Reserve

The Company has not transferred any amount to any reserve for the financial year 2015-16 (Previous year -NIL).

Change in Nature of Business:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Direct orship2	No. of Committee1		No. of Shares held as on March 31, 2016
				in which Director is Members	in which Director is Chairman
Mr. Hasmukh Thakkar3	Managing Director	February 19, 2015	3	2	-	-
Mr. Chirag Thakkar	Non-Executive Director	April 10, 2015	3	1	-	17,06,242 Equity Shares
Ms. Bhumi Patel4	Non-Executive Director	March 18, 2016	2	-	-	-
Mr. Devendra Shah5	Non-Executive Director	August 16, 2016	3	3	1	-

Mr. Ganpat Rawal

Independent Director

September 30, 2015

1

1

1

-

¹ Committee includes Audit Committee and Shareholders'' Grievances Committee across all Public Companies.

² Excluding Section 8 Company ³ Acting as the Chairman of the Board

⁴ Additional (Non - Executive) Director (designated as Woman Director) ⁵ Additional (Non - Executive Independent) Director

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Board Meeting

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 19 times on April 09, 2015, April 17, 2015, May 07, 2015, May 11, 2015, June 1, 2015, June 06, 2015, June 24, 2015, June 27, 2015, June 30, 2015, July 14, 2015, August 03, 2015, September 04, 2015, October 01, 2015, November 07, 2015, January 07, 2016, February 16, 2016, February 25, 2016, March 21, 2016 and March 30, 2016.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Director	Mr. Hasmukh Thakkar	Mr. Chirag Thakkar	Mr. Ganpat Rawal	Mr. Saurabh Shah	Ms. Bhumi Patel	Mr. Devendra Shah
No. of Board Meeting held	19	19	19	19	1	N.A.
No. of Board Meeting attended	19	19	13	13	1	N.A.
Presence at the previous AGM	Yes	Yes	Yes	Yes	N.A.	N.A.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. Further, the Board of Directors has also passed a resolution through circulation.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 ("The Act") and rules made there under, the Company has two Non-Promoter Independent Directors in line with the act. A separate meeting of Independent Directors was held on March 30, 2016 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.amrapali.co.in.

The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the act.

Information on Directorate:

During the year under review, Mr. Chirag Thakkar from whom the Company had received a notice in writing under section 160 of act proposing his candidature for appointment as Director, was appointed as Non Executive Director by the Members, in their Extra-ordinary General Meeting held on April 10, 2015.

Further, in terms of Section 149 of the act, the Board of Directors in their meeting held on March 21, 2016 has appointed Ms. Bhumi Patel as an Additional (Non - Executive) Director of the company w.e.f. March 18, 2016. In terms of provisions of Section 161 of the act she holds office up to the date of ensuing Annual General Meeting of the Company. A Notice under Section 160 of the act has been received from member proposing candidature of Ms. Bhumi Patel for appointment as a Director of the Company. The Board of Directors recommend her appointment as Non-Executive Director, designated as Woman Director of the Company and resolution to that effect has been proposed for approval of Members of the company at the ensuing Annual General Meeting.

After the closure of financial year 2015-16, Mr. Saurabh Shah, the then Independent Director of the Company has resigned from the Board w.e.f. August 15, 2016. The Board of Directors has appointed Mr. Devendra Shah as an Additional (Non-Executive Independent) Director of the Company w.e.f. August 16, 2016. In terms of provisions of Section 161 of the act he holds office up to the date of ensuing Annual General Meeting of the Company. A Notice under Section 160 of the act has been received from member proposing candidature of Mr. Devendra Shah for appointment as an Independent Director of the Company. The Board of Directors recommend his appointment on the Board as an Independent Director of the Company to hold office for a term of five consecutive year i.e. August 15, 2016 as per Section 149 of the act and resolution to that effect has been proposed for approval of Members of the company at the ensuing Annual General Meeting.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Chirag Thakkar, Non-Executive Director retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also provided in Note No. 23 of the Notice convening the 12^th annual general meeting.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Hasmukh Thakkar who is acting as Managing Director of the Company. Further, the Company has appointed Mr. Tushar Donda as the Company Secretary and Compliance officer of the Company w.e.f. June 27, 2015.

Mr. Rahul Adesara who was appointed as Chief Financial Officer of the Company w.e.f. June 1, 2015 has resigned from the post w.e.f. October 01, 2015. The Board of Directors has appointed Mr. Prakashchandra K Shah as Chief Financial Officer w.e.f. October 1, 2015.

Further, after the closure of financial year 2015-16, Mr. Tushar Donda, the then Company Secretary and Compliance officer of the Company has tendered his resignation from the post w.e.f. closing hour of August 15, 2016.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

- The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

- The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

- The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors'' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2016 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

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

A. Audit Committee:-

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met 7 (Seven) times viz on June 1, 2015, June 30, 2015, September 04, 2015, October 01, 2015, November 07, 2015, February 25, 2016 and March 30, 2016.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings financial year 201	luring the L5 -16
		Held	Attended
Mr. Ganpat Rawal	Chairman	7	7
Mr. Saurabh Shah	Member	7	7
Mr. Hasmukh Thakkar	Member	7	7

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.

Mr. Ganpat Rawal, the Chairman of the Committee had attended last Annual General Meeting of the Company held on September 30, 2015.

Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

Composition of the Audit Committee was revised w.e.f. August 16, 2016 due to resignation of Mr. Saurabh Shah. Mr. Devendra Shah, Independent Director of the Company was inducted as Member of the Committee in place of Mr. Saurabh Shah.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.amrapali.co.in.

B. Stakeholder''s Grievance & Relationship Committee:

The Company has constituted Stakeholder''s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders'' / Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholder''s Grievance & Relationship Committee met 3 (Three) times viz on August 3, 2015, November 07, 2015 and February 16, 2016.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings financial year 2(	during the 15 -16
		Held	Attended
Mr. Saurabh Shah	Chairman	3	3
Mr. Ganpat Rawal	Member	3	3
Mr. Hasmukh Thakkar	Member	3	3

Composition of the Stakeholder''s Grievance & Relationship Committee was revised w.e.f. August 16, 2016 due to resignation of Mr. Saurabh Shah. Mr. Devendra Shah, Independent Director of the Company was inducted as Chairman of the Committee in place of Mr. Saurabh Shah.

Complaint

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2016.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee met 6 (Six) times viz on June 1, 2015, June 27, 2015, September 4, 2015, October 1, 2015, March 21, 2016 and March 30, 2016.

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Designation	Number of meetings financial year 20	during the 115 -16
		Held	Attended
Mr. Ganpat Rawal	Chairman	6	6
Mr. Saurabh Shah	Member	6	6
Mr. Chirag Thakkar	Member	6	6

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company''s remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company''s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.amrapali.co.in.

Remuneration of Director:

The details of remuneration paid during the financial year 2015-16 to Managing Director of the Company is provided in Form MGT-9 which is the part of this report.

PUBLIC DEPOSIT

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

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 March 31, 2016 in Form MGT-9, forms part of this Annual Report as Annexure - 1. CONVERSION OF COMPANY

The Members of the Company, in their Extra-ordinary General Meeting held on April 10, 2015, have approved the conversion of the Company from Private Limited to Public Limited by deleting the word "Private" from the name of the Company. Consequently, the Name of the Company was changed from "Amrapali Fincap Private Limited to "Amrapali Fincap Limited". The Name of the Company has been approved by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli and fresh Certificate of Incorporation, consequent up on Conversion to Public Limited Company, was issued by the Registrar. CHANGE IN SHARE CAPITAL Change in Authorized Share Capital

The Authorized Share Capital of the Company has been increased by the members, in their Extra-ordinary General Meeting held on April 10, 2015, from Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each to Rs. 14,00,00,000/- divided into 1,40,00,000 Equity Shares of Rs. 10/- each.

Changes in Paid-up Share Capital

During the year, the Company had come up with an Initial Public Issue of 35,40,000 Equity Shares of Rs. 10/- each at a premium of Rs. 110/- per Equity Share aggregating to total Rs. 42,48,00,000/-. The said Public issue was authorized by the Members, in their Extra-ordinary General Meeting of the Company held on May 11, 2015. In terms of Chapter XB of SEBI (ICDR) Regulation, 2009, the issue was open during Monday, July 20, 2015 to Wednesday, July 22, 2015. The issue was successfully subscribed by the public and the final allotment of the said 35,40,000 Equity Shares was made on August 03, 2015 consequent to which the Paid up Share Capital of the Company was increased to Rs. 13,44,00,000/- divided into 1,34,40,000 Equity Shares of Rs. 10/- each from Rs. 9,90,00,000/- divided into 99,00,000 Equity Shares of Rs. 10/- each.

The Company has complied with all requirements prescribed by the Companies Act, 2013 increase in Authorized Capital as well as issue of Equity Shares. Further Company has also complied with various SEBI regulations and stock exchange''s requirements, wherever requires.

LISTING OF SECURITIES

The company had made an application to BSE for Listing of its security on the BSE SME platform on August 03, 2015, pursuant to Initial Public issue of 35,40,000 Equity Shares of Rs. 10/- each at a premium of Rs. 110/- per Equity Share. The BSE has given final approval for listing and trading of 1,34,40,000 Equity Shares of Rs. 10/- each on BSE SME platform and the equity shares of the Company is listed and admitted to dealings on the SME Platform of BSE Limited effective from Wednesday, August 05, 2015.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2015-16, the Company has entered into few transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms'' length basis, although the Company has also entered into few transactions which were not on arms'' length basis after obtaining the requisite approval of Board or Members, as the case may be.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Notes to the financial statements.

Information on transactions with related parties pursuant to section 134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 2 in Form AOC-2 and the same forms part of this report.

DISCLOSURE OF REMUNERATION:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure - 3, which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2016 to the date of this Report except the proceedings before the Hon''ble settlement commission has got abated as per Section 245HA of the Income Tax Act, 1961 in pursuance of Settlement Commission order, passed u/s 245D(4) of the Income Tax Act, 1961 on May 31, 20166 and "Pending Search Case Assessments" pending u/s 153a of the Income Tax Act, 1961 for A.Y. 2007-08 to 2012-13 and "Regular Assessment" u/s 143(3) of the Income Tax Act, 1961 for A.Y. 2013-14 and A.Y. 2014-15.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees no retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being engaged in the Service Industries, the Company has not taken any major step to conserve the energy. Further, the Company has not utilized alternate sources energy except electricity.

In addition to that, the Company is not manufacturing Company and therefore, the question of technology absorption does not arise. Hence, the details of conservation of energy, technology absorption etc. as required under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Further, there was no foreign exchange earnings and outgo during the financial year 2015-16 (Previous Year - Nil).

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report.

VARIATION IN TERMS OF CONTRACTS OR OBJECTS IN PROSPECTUS DATED JULY 14, 2015

The members at their Extra-Ordinary General Meeting of the Company held on May 11, 2015 had approved an Initial Public offer ("IPO") of 35,40,000 Equity Shares of face value Rs. 10/- each of the Company for cash at a price of Rs. 120/- per Share (including share premium Rs. 110/- per Equity Share) aggregating to Rs. 4248 Lakh.

The prospectus was issued on July 14, 2015 under Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, and under relevant provisions of the Companies Act, 2013. The "Object of the Issue" as written on page no. 47 of the Prospectus dated July 14, 2015 was as under;

Sr. No.	Particulars	Amount (Rs. In Lakh)
1.	Purchase and set up of the office space in Ahmadabad.	1496.00
2.	Investment in NBFC company	2300.00
3.	General corporate purpose	412.00
4.	Meet the issue expenses	40.00

The aforesaid Initial Public Offer was successfully subscribed by the Public and consequent to which the Company has issued the requisite number of shares to the Public.

However, the objects mentioned in Sr. No. 1 & 2 were identified by the Management of the Company keeping in mind future growth in NBFC activity. However, the Reserve Bank of India has rejected the proposal for takeover of Maulesh Investment Private Limited, the plan of the company to carry out the investment activity and future growth of plan has been derailed. Therefore, the Board of Directors has decided not invest the fund in unproductive activity and infuse the funds in a company where there is no control.

Accordingly, the Board had proposed recall the fund given to Ashrita Construction private Limited and Maulesh Investment Private Limited and utilize the said fund as business deposit in Aarya Grand Hotels & Resorts Private Limited (formally known as Devfun Point Reality Private limited).

In terms of Section 27, Section 13 read with Section 110 of the act, the Company has proposed the passing of Special Resolution by the members through Postal Ballot for Variation in terms of Contracts or Objects in Prospectus dated July 14, 2015. The result of the Postal Ballot was declared on March 29, 2016 and Special Resolution was approved by the Members. The revised utilization as per approval of members is as follows;

Sr. No.	Particulars	Amount as stated in Prospectus	Revised Utilization
1.	Purchase and set up of the office space in Ahmadabad	1496.00	Nil
2.	Investment in NBFC Company	2300.00	Nil
3.	General Corporate Expenses	412.00	412.00
4.	Meet the Issue Expenses	40.00	25.00
5.	Business Deposits in Aarya Grand Hotels & Resorts Private Limited (formally known as Defund Point Reality Private Limited)	0.00	3811.00
	Total	4248.00	4248.00

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Dhiren Shah & Co., Chartered Accountants, Ahmadabad (FRN: 114633W) is acting as Statutory Auditor of the Company. The Members of the Company had, in its last Annual General Meeting held on September 30, 2015, appointed M/s. Dhiren Shah & Co., Chartered Accountants to hold office for from the conclusion of 11^th Annual General Meeting till the conclusion of 13^th Annual General Meeting of the Company to be held in the year 2017.

The Auditors'' Report for financial year 2015-16 is self-explanatory and does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT:

The Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for the financial year 2015-16 is annexed to this report as an Annexure - 4.

The Secretarial Audit Report contains annotations for non-appointment of Internal Auditor, Loan to Directors and filing of forms to ROC.

Your Directors state that the Company was in process to identify the Internal Auditor, though Company has successfully implemented internal financial control and other processes. However, in the current financial year, in order to have independent audit of the systems and processes of the Company and in line with the Companies Act, 2013, the Company has appointed one of the reputed Chartered Accountants firm as an Internal Auditor of the Company. Further, the Company being engaged in the financing activities, it has granted loan to relative of Directors which the Company is in process to recover the same. In addition, due to change in a Companies Act, 2013 and constant updation on its various rules and regulations, management was not able to judge the formalities required to be followed and hence failed to file few resolutions and necessary forms to the Registrar of Companies - Ministry of Corporate Affairs.

The Board has also appointed Mr. Anand Lavingia, Practicing Company Secretary, as secretarial auditor of the Company for financial year 2016-17.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) 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;

(vii) Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

For and on behalf of Board of Directors

Amrapali Fincap Limited

Hasmukh Thakkar Chirag Thakkar

Place: Ahmedabad Managing Director Director

Date: August 16, 2016 DIN 00071065 DIN 01993020