Directors Report of Amrapali Industries Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of Amrapali Industries Limited (“the Company”), along with the audited financial statements, for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2024 is summarized below:

			(AMOUNT IN LAKH)
	Particulars	F.Y. 2023-24	F.Y. 2022-23
	Revenue from operations	27,30,089.22	29,06,844.11
	Other Income	404.40	417.16
	Total Income	27,30,493.62	29,07,261.27
	Operating expenditure before Finance cost, depreciation and amortization	27,29,720.32	29,06,402.17
	Earnings before Finance cost, depreciation and amortization (EBITDA)	773.30	859.10
	Less: Finance costs	475.04	597.56
	Less: Depreciation and amortization expense	195.19	173.06
	Profit/(Loss) before tax	103.07	88.48
	Less: Tax expense:
	Current tax	45.20	13.81
	MAT Credit	(22.85)	--
	Deferred Tax	(8.94)	2.40
	Profit/(Loss) for the year (PAT)	89.66	72.27

YEAR AT A GLANCE Financial Performance

The revenue from operations is Decreased from Rs. 29,06,844.11 Lakh to Rs. 27,30,089.22 Lakh as compared to the previous Year. The revenue from operation was decreased by 6.08% over the previous year.

The Profit before Tax for the current year is Rs. 103.07 Lakh as against the Profit before Tax of Rs. 88.48 Lakh in the previous year resulted into Profit after tax of Rs. 89.66 Lakh as compared to Profit after tax of previous year of Rs. 72.27 Lakh.

Profit for FY 2023-24 as compared to previous year is due to Decrease in Operating Expenditure.

Dividend

In order to reserve funds for business, your Directors regret to declare any dividend for the financial year 202324. The Company does not have any amount of unclaimed or unpaid Dividend as on March 31, 2024.

Amount Transferred To Reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the carry forward credit balance of Profit and Loss account.

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.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has a wholly owned subsidiary named Amrapali Industries Global IFSC Limited (WOS). However, WOS has not yet commenced operations.

Further, the Company does not have any joint venture or associate companies.

SHARE CAPITAL

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:
5,20,00,000 Equity Shares of ^5/- each	26,00,000,000
Total Authorized Capital	26,00,000,000
Issued Capital
5,14,10,564 Equity Shares of ^5/- each	25,70,52,820
Subscribed & Paid - up Capital
5,14,10,564 Equity Shares of ^5/- each	25,70,52,820
Total Paid - up Capital	25,70,52,820

DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at corporate office of the Company.

During the year, The Board of Directors of the Company met 06 (Six) times, viz April 20, 2023, May 30, 2023, August 14, 2023, September 06, 2023, November 10, 2023, & February 13, 2024.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance Declaration of Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

None of Independent Directors have resigned during the year.

Evaluation of Board''s Performance:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out.

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, 2024, 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 the 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, 2024 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.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

COMMITTEES OF BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

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.amrapalispot.com/investors/upload/policy/Whistle Blower Policy.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2023-24 to Executive Directors/Directors of the Company is provided in Form MGT-7 available on our Website, i.e. www.amrapalispot.com. and in Report on Corporate Governance which is the part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII as amended from time to time, a Corporate Social Responsibility (CSR) Committee of the Board is in place comprising of the two Executive Director and one Non-Executive Independent Director of the Company. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), from time to time indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The Annual Report for the year 2022-23 on CSR activities is annexed with this report as an Annexure - A.

The CSR Policy may be accessed at the web link: www.amrapalispot.com/investors.php PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.

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 for the year ended on March 31, 2024.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website on www.amrapalispot.com.

TRANSACTIONS WITH RELATED PARTIES

During the year under review, transactions with related party were executed in terms of Section 188 of the Companies Act, 2013 which were in ordinary course of business and on Arms'' Length Basis, details of which are as under;

	Sr.	Particulars	RPT - 1
	No.
	1.	Name(s) of the related party and nature of relationship	Amrapali Capital & Finance Service Ltd - Associate Concern
	2.	Nature of contracts/ arrangements/ transactions	Sales & purchases
	3.	Duration of the contracts / arrangements/ transactions	F.Y. 2023-24
	4.	Salient terms of the	In ordinary Course of Business and at arms'' length basis - at Market
		contracts or	Rate.
		arrangements or	Total Transaction Value of Sale & purchases - Rs. 52.16 Lakh & 15.31
		transactions including the value, if any	respectively
	5.	Date(s) of approval by the Board	April 20, 2023
	6.	Amount paid as advances, if any	-

There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arm''s length basis.

Further, there were no related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the period under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

M/s. B.B. Gusani & Associates, Chartered Accountants (FRN: 140785W], the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of Companies Act, 2013.

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, 2024 to the date of this Report.

PARTICULAR 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 - B.

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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has taken utmost care and formulated policy to prevent sexual harassment at work place. 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 and adopted a “Policy on Protection of Women against Sexual Harassment at Workplace”. There was no case filed during the year under the sexual harassment of women at workmen (Prevention, prohibition & Redressal) Act, 2013.

The Company has instituted a Complaints Committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints

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..

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in

the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been

adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in

reduction in energy consumption.

B. TECHNOLOGY ABSORPTION -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv.) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as Annexure - C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure - D.

STATUTORY AUDITOR AND THEIR REPORT AUDITORS

A) Statutory Auditor:

M/s. B.B. Gusani & Associates, Chartered Accountants, were appointed as Statutory auditors of the Company at the 34^th Annual General meeting to hold office till the conclusion of the ensuing 39^th Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B) Cost Auditor:

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

C) Internal Auditor:

The Company has appointed the M/s S.P. Thakkar & Associates, Chartered Accountants, Ahmedabad as Internal Auditor pursuant to the provision of section 138 of Companies Act, 2013 read with rule 13 of The Companies (Accounts) Rule, 2014 and other applicable provisions (including any modification or enactment thereof), if any, of the Companies Act, for the financial year 2023-24.

D) Secretarial Auditor:

The Company has appointed CS Bhumika Ranpura, Practicing Company Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit for FY 2023-24 pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by CS Bhumika Ranpura, Practicing Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure - E.

REPORTING OF FRAUD

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

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has provided Ind AS Financials for the year ended March 31, 2024 along with comparable as on March 31, 2023.

COMPLIANCE WITH THE PROVISIONS OF APPLICABLE SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

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 or they are not applicable to the Company;

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

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

(vi) One time settlement of loan obtained from the Banks or Financial Institutions.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operaAmisapali Industries Limit edthe Company”), along with the audited financial statements, for the financial year ended March 31, 2023 .

FINANCIAL RESULTS (AMOUNT IN LAKH)

Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from operations	29,06,844.1	30,7,287.60
Other Income	47.6	159.07
Total Income	29,07,261.27	30,17,446.67
Operating expenditure before Finance cost, depreciation and amortization	29,06,402.7	30,6,73156
Earnings before Finance cost, depreciation and amortization (EBITDA)	859. D	75.1 1
Less: Finance cost s	597.56	57142
Less: Depreciation and amortization expense	73.06	57.54
Profit/(Loss) before tax	88.48	(23.84)
Less: Tax expense:
Current tax	B.81	8.21
MAT Credit	-	(0 5 )
Deferred T ax	2.40	DA
Profit/(Loss) for the year (PAT)	72.27	(42.02)

YEAR AT A GLANCE FINANCIAL PERFORMANCE

The revenue from operations Decreasedfrom Rs3Q7,287.60 Lakh to Rs. 29,06,844.1! Lakh as compare! to the

previous Year The revenue from operation wdecreasedby 3.66% over theprevious year .

The Profitbefore Tax for the current yeaR sis 88.48 Lakh as against thL oss before Taof Rs. (23.84) Lakh in the previous year resulted intProfitafter taxrf Rs. 72.27 Lakh as compared to Loss after tax of previous yeaf Rs.

(4202) Lakh .

Profitfor FY 2C22-23 as compared to previous year due to Decrease in Operating Expenditur e.

DIVIDEND

In order to reserve funds for businyour Director segret to declare any dividend for the financial year -23 (previous year Nil).

The Company does not have any amount unclaimed or unpaidDividend as on March 3I!02 3.

AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has not apportioned any amount to other reserve. oTihearned during the year has been carried tct he carry forward credit balance of Profit and Loss ac count.

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 busin ess as per main object of the Company.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has a wholly owned subsidiary namd Amrapali Industries Global IFSC Limi(WdOS) . However,

WOS has not yet commenced operations.

Further, thCompany does not have any joint venture or associate companies.

SHARE CAPITAL

The present Authorized Capital of the Company sig6,(D,00,000 divided into 5,20,00,000 Equity Shares cK s. 5.00

each.

The present IssUe Subscribed & Paidup Capital of the Company Rs. 25,70,52,820 divided into 5,4 ,D ,564 Equity

Shares dRs. 5.00 each.

During the year under review, no change took placfehin authorized and paidip share capital of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other dischesutteil to thBoard of Directors are given in Report on Corporate Governance.

Board Meeting

Regular meetings of the Board are held at least once in a quarteFalian,t!r) review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally hebpatateoffice of the Company .

During the year, The Board of Directors of the Company met 09 (Nine)viZnM3ay 3Q 2022, July 29, 2022, August 08, 2022, August 0 2022, August 20, 2022, September 28, 2022, November 4, 2022, December 5, 2022 & February 4, 2023.

The details of attendance of each Director at the Board MeetdnAnnual General Meeting are giventheReport on Corporate Governanc e

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section B4() of the Companies Act, 20B i.e. in Form MBP \ intimation under Section 64(2) of the Companies Act, 20B i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Further, the Company has received declarations from all the Independent Directors of the Company confirming hat they meet with the criteria of independence as prescribed both undesectibn (6) of Section 49 of the Act and Regulation B(])(b) of the SEBI Listing Regulations and there has been no change in the circumstances which m£^r affect their status as an Independent Director.

Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experien :e, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of '' ie Companies (Accounts) Rules,204.

Independent Directors

In terms of Section 49 of the Companies Act, 20B and rules made there under and Listing Regulations, the Compan ^r has three N(-n?romoter Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 49 of the Companies Act, 20B and rules mac there under andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 205 .

A separate meeting of Independent Directors was heldF«ebruary 14 2023 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 that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorpor;ed on the website of the Company at

www.amrapalispot.com/investors/upload/policy/T&C OfAppointment Of Independent Director.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) ¦ f Companies Act, 20B and b(])(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 20B for financial yea22 -2B. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions as Independent Dire tors and are independent of the Management urther, all the Independent Directors have registered themselves with Independent Directors’ Data Bank.

None of Independent Directors have resigned during the year.

Key Managerial Personnel

In accordance with Section 20B of the Companies Act, 20B, the Compahjts appointed Mr.Yashwant Amratlal Thakkaras Chairman and Managing Directof the Company MrSatish Amratlal Patri Chief Financial Officer Chief Executive Office(Bullion Division) ,Mrs. Ekta Jain as Company Secret&r£ompliance Officerof the Company, Mr. Rajendra Bholabhai Patad Chief Executive Offm-Entertainment Division of the Company.

PERFORMANCE EVALUATION

The Board of Directors has carried ouannual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, an® Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2(ffi the following manners ;

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

4- The performance of the committees was evaluated by the board after seeking inputs from the commit ee members on the basis of the criteria such as the composition of committees, effectiveness of commit ee

meetings, etc.

4- The board and the nomination and remuneration committee reviewed the performance of the individua 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.

4- In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors wdso held to evaluate the performance of Hrnlependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of execut ve directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire boar excluding the independent director being evaluat ed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section B4(5) of the Companies Act, 20B, the board of directors, to the best of theiredgeowld ability, confirm that:

(a) . In preparation of annual accounts for the year ended MarcOES, 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 c the Company at the end of the financial year and of the profit or loss of the Company ear; th

(c) . The Directors had taken proper asufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 20B, for safeguarding the assets of the Company an< for preventing and detecting fraud and other irregularities;

(d) . The Directors had prepared the annual accounts for the year ended MaCKfo Mi 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 ai i

that such systems were adequate and operating effectively.

INSURANCE

The assets of your Company have been adequately insured

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 206 which materially impact the Business of the Company.

COMMITTEES OF BOARD

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

1 Audit Committee

2 Nomination and Remuneration Commit tee

3. Stakeholder’s Relationship Cominittee 4 Corporate Social Responsibility Commit tee

The composition of each of the above Committees, their respective role and responsnibildeyailed in the Reporon Corporate Governancannexed to this Repor t

AUDIT COMMITTEE

The Company has formeAudit Committean line with the provisions Section 77 of the Companies Act, 203id Regulation B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement ) Regulations, 205 .

As at March 32023 , the AuditCommitteecomprised MrHaresh Jashubhai ChaudharNon-Executive Independent Director as Chairperson anMrMayur Rajendrabhai Parik(ENon-Executive IndependentDirector and Mrs Urshita Mittalbhai Pat eNon-ExecutiveIndependent Director as Members.

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

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enable 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 Blo er 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 blower dias been denied access to the Audit Committee of the Board. The Whistle Blower Policy of t e Company is available on the website of the Company at

www.amrapalispot.com/investors/upload/policy/Whistle Blower Policv.pdf

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables he Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations >f human resources consistent with the goals of the Company. The Company pays remuneration by way cHo salary Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April , of each ye r. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.amrapalispot.com/investors/upload/policv/NominationandRemunerationPolicv.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financidKS2s^i?3 to Executive Directors/Directors of the Company is provided in Form MGTTavailable on our Website, i. ewww.amrapalispot.com. and in Report on Corporate Governancwhich is the part of this repostAnnexure C.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section B5 of Companies Act, 20B, the Company has constituted Corporate SRdqionsibility Committee (“the CSR Committee”) with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. As at Mam 3, (the CSR Committee comprised Mr.Yashwant Amratlal Thakk(£ hairman and Managing Directors Chairman anMrMayur Rajendrabhai Parikh (Non-Executive IndependentDirector and MrHaresh Jashubhai ChaudharNon-Executive IndependentDirector as Members of the Committ ee.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, CSR Committee Meeting was held ay 30 2022 & August 2Q 202 3 in which requisite quorumwere present.The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.

Main focus of the Companyith respect to CSR Contribution is to provide the grocery items for the benefit of nei ly and poor people. The Companyis purchasing the grocery and other necessary items fJaynJalaram Stores” and “Aarti Enterprise” and provides same td‘Amrapali Jivan Sandhya Kutir” (Tmst) which is associated with the social activities. The said trust is providing shelter to the orphan children and also providing the facilities like food, house old items etc. to the needy and poor people.

The CSR Policy may be accessed at Web link: www.amrapalispot.com/investors.php The Annual Report on CSR activities in prescribed format is annexeAnnetu re - A.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of he Companies Act, 20B and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March BPB .

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 86 of the Companies Act, 201 are given in the notes to the Financial Statement for the year ended on M20EBh 3}

ANNUAL RETURN

Pursuant to Section 92(3) read h Section B4(3) (a) of the Act, the Annual Return as on Marn www.amrapalispot.com.

TRANSACTIONS WITH RELATED PARTIES

During the year under revietwansaction with related paytwere executed in terms of Section B8 of the Companies Act, 20B which were in ordinary course of business and on Arms’ Length Basis, details of which are as under;

Sr. No.	Particulars	RPT - 1
1	Name(s) of the related party and nature of relationship	Amrapali Capital & Finance Service L-tA ssociate Concer n
2	Nature of contracts/ arrangements/ transactions	Sales & purchases
3.	Duration of the contracts / arrangements/ transactions	F.Y.2022 -23
4.	Salient terms of the contracts or arrangements or transactions including the value, if any	In ordinary Course of Business and at arms’ length basis - at Marke Rate, Total Transaction Value of S ^purchases - Rs. 40.32 Lakh
5.	Date(s) of approval by the Board	May 30, 2023
6.	Amount paid as advances, if any	-

There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/ r at arm’s length basis.

Further, there were no related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

Members may refer to the notes to the accounts for det arMatrfd party transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the Company hon, the recommendation of the Audit Committee, adopted apolicy to regulate transactions between the Company andRitated Parties, in compliance with the applicable provisionsof the Companies Act 20B, the Rules thereunder and the SEBILODR Regulations.

The Policy on Materiality of and dealing with Related Haratijsactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web-link:

www.amrapalispot.com/investors/upload/policv/RelatedPartvransactionPolicv.pdf

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minin ze the impact of such risks on the operations of the Company. Necessary internal control systems are also put in pla e by the Company on various activities across the board to ensure that business operations are directed towards attainin the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedu es, 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 is based on an int rnal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the ai lit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s.B.B. Gusani & Associates, Chartered Accountants (FRN: 4078W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Anoehere B Audit Report of the Company on our internal control over financial reporting (as definbibm 43ecf Companies Act, 20B .

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective act rn. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of itsobaajniations periodically.

Based on its evaluation (as defined in section 77 of Companies Act 20B), our audit committee has concluded that, as of March 312023 , our internal financial controls were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurre 1 between the ends of financial year of the Company i.e. Marc2023 j to the date of this Report.

PARTICULAR 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, 20B, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 is annexed to this Report Annexure- B.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 97(E) of the Act read with Rule 5 of the Companies (Appointment and Remuneration o Managerial Personnel) Rules, 204, is provided in a separate annexure forming part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the A nti Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at th all workplaces of the Company. Our policy assures discretion and guaranteesetioliation 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. The Company has setup an Internal Complaints Committee (ICC) for redressal of C omplaints.

During the financial yea022 -23, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposedf and Nil complaints remained pending as of March2B2B .

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potentia impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of ri ks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability f occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and mana e both business and no-business risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY -

i. ) The steps taken or impact on conservation of eneCgmpany ensures that the operations are conducted in the

manner whereby optimum utilisatiomd maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of : eNergternate source has been adopt ed.

iii. ) The capital investment on energy conservation equipmeNP: specific investment has been made in reduction in

energy consumption .

B. TECHNOLOGY ABSORPTION -

i. ) The effort made towards technology absorptiNot Applicable

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:

Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the finan ial

year)-

a. The details of technology importeNil

b. The year of importot Applicable .

c. Whether the technology has been fully absorbed# Applicable .

d. If not fully absorbed, areas where absorption has not taken place, and the reasons tNereApplicable .

iv. ) The expenditure incurred on Research and DevelopmeNtl

C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:

i. ) Details of Foreign Exchange Earnings: N il

ii. ) Details of Foreign Exchange Expenditure: Nil

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate goveAnrnscipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governanc and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corpo ate Governance is annexed to the Board’s Report as Annexure - C.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205, is presented in a separate section forming part < this Annual Reporas Annexure - F.

STATUTORY AUDITOR AND THEIR REPORT

M/s .DGMS & Co., Charteredtccountants (Fir nRegistration number0IEB7 W), Statutory Auditorsf othe

Company had tendered their resignation vide their letter dated June 30, 2022 informing their inability to continue as t e Statutory Auditors of the Company.

The Board of Directors of the Company at its meeting held on July 29, 2022 noted resignation of M/s. DGMS & C o., Chartered Accountants (Firm Registration number: 0IEB7W),who have tendered their resignation vide their lettei dated June 30, 2C22 informing their inability to continue as the Statutory Auditors of the Company. The Auc t Committee noted that statutory auditors have not raised any concern or issue and there is no other reason other than as mentioned in the resignation letter. The Audit Committee and Board at their respective meetings, placed on record their appreciation to Ms/ DGMS & Co. Chartered Accountants, for their contribution to the Company with their ar Cit processes and standards of auditing. Further, the Board of Directors at their meeting held on July 29, 2022, on lie recommendation of the Audit Committee, shaipproved the appointment or Ms/ Raichura & Co, Chartered Accountants (FRN: B6U5W), (Peer Review Number: 01B0]), as Statutory Auditors of the Company. The said appointment is pursuant to applicable provisions of the Companies Act 20B and the SEBI Listing Regulations, 205.

M/s. Raichura & Co., Chartered Accountants (FRN: B6D5W) vide their consent letter dated July 28, 2022 have confirmed their eligibility for appointme nt.

The Board of Directors of the Company at its meeting held on August 08- 2022

• Noted resignation of M/s. Raichura & Co., Chartered Accountants (Firm Registration numb r: 02605W),who have tendered their resignation vide their letter dated August 08, 2022 informing their inability to continue as the Statutory Auditors of the Company The Audit Committee noted that statu ory auditors have not raised any concern or issue and there is no other reason other than as mentioned in the resignation lette r.

• On the recommendation of the Audit Committee and pursuant to applicable provisions of the Companies A t 203 and the SEBI Listing Regulations, 2015, Board has approved the appointment of M/s. B.B. Gusani & Associates, Chartered Accountants (FRN: 40785W), (Peer Review Number: 0B043), as Statutory Auditors of the Company .

M/s. B.B. Gusani & Associates, Chartered Account awtre appointed asStatutoryauditors of the Company the 34^th Annual General meeting thold office till the conclusion of the ensuing. Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. Thei : ha! been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported fraud as specified under Section 43(2) of the Companies Act,

20B.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain c st record.

INDIAN ACCOUNTING STANDARDS (IND AS

Your Company had adopted Ind AS with effect from April } 207 pursuant to Ministry of Corporate Affai s notification dated February 5, 205 notifying the Companies (Indian Accounting Standard) Rules, 205. Your Company has provided Ind AS Financials for the year ended Mar(2E33 along with comparable as on March 3}

2022.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointedM/s .Payal Dhamecha& Associates, Practicing Company Secreyarto conduct the secretarial audit of the Company for the financial 20g2ir-23, as required under Section 204 of the Companies Act,

203 and Rules thereunder. The Secretarial Audit Report for the financii202year3 is annexed to this report as an Annexure - E1.

The Annual Secretarial Compliance Report for the financial year ended March 3sisued by MsPayal Dhamecha & Associates, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunde , pursuant to requirement of Regulation 24A of the Listing Regulataodswith Circular no. CIR/CFD/CMDI27/20P dated 8th February, 20P (including any statutory modification(s) oenaEtmentQ) thereof for the time being in force) is annexed to this report as Annexure - E2. The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual Report as good disclosure pract ice .

Therehave been few common annotationsreported by theibove Secretarial Auditors in their Reporti respect o:

1 Company made a delay in Submission of NISM Certificate.

Management reply : Company will ensure timely submissions in fut. re

2 Non Submission oQuarterly Report for Quart e''ior3Quarterl3Reporting of AI &ML

Management reply : Company will ensure that Compliance requirement of all the applicable regulations are compiled on time.

3. Non Submission of Quarterly Report for QuaruQde3 MCX Circular No. MCX/CTCL/24/2022 dated April 07,

2022 .

Management reply : Company will ensure that Compliance requirement of all the applicable regulations are compiled on time

COMPLIANCE WITH THE PROVISIONS OF APPLICABLE SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance withptfaeisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and oper ting effectively. During the year under review, the Company has complied with the applicable Secretarial Standards iss'' sd by the Institute of Company Secretaries of India, New Delhi.

ALTERATION IN MEMORANDUM & ARTICLES OF ASSOCIATION

Pursuant to the approval granted by Shareholders of the company via Special resolution passed through postal ballot on November CB, 2022, Articles Of Associationf the company was altered & adopters per the provisions of the companies act, 20B & the main object clause of the memorandum of association of the compsfiiyhe company was altered as follows:

1. Clause III(A) of the Objects clause of the Memorandum of Association of the Company be titled as ‘THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION’;

2. Deletion of Sub Clause III (A) (1) and Sub Clause III (A) (2) to the existing Main object clause III (A) and purs ant to deletion, existing Sub Clauses III (A) B to 7 baumebered as Sub Clause III (A) 1 to 5;

B. Clause III(B) of the Objects clause of the Memorandum of Association of the Company be titled as MATT eRS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPEMfSEBI {N}”;

4. Merging the Objects of the Company mentioned under Clause IH QCi£r Objects" with Clause III (B) -

Matters which are necessary for furtherance of the objects specified in Clause III (A)” and consequently changing the object numbering as may be appropriat e;

5. Existing Clause I-Liability Clause be substituted by following Clau se:

Clause IV: The liability of member(s) is limited and this liability is limited to the amount unpaid, if any, on the sha es held by them

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for J5hasi:heiiDEsd in section B4 (B) of the Act and Rule 8 of The Companies (Accounts) Rules, 204 and other applicable provisions ohctthand listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state hat m disclosure or reporting is required in respect of the following items as there were no transactions on these items ( iring the year under review or they are not applicable to the Company;

(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) There is no revision in the Board Report or Financial Stat ement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the g >ing concern status and Company’s operations in future;

(vi) One time settlement of loan obtained from the Banks or Financial Institutions.

APPRECIATIONS AND ACKNOWLEDGEMENT

Yourdirectorswish to place on record their sincere appreciation for significant contributions made by the employees t all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support aopbcation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Coi pany looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect foperunldoio with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government an . Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors

Unit No. POQ2E, 5th Floor, T ower Amrapali Industries Limited

A WTC Gift City, Gandhinagar CIN: L91110GJ1988PLC010674

382355

Yashwant Amratlal Thakkar Rashmikant Amratlal

Date: 06/09/2023 Chairman and Managing Thakkar

Place: Ahmedabad Director Executive Director

DIN:00071126 DIN:00071144

---

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 27thAnnual Report with the Audited Accounts of the Company for the year ended March 31, 2015.

Financial Highlights (Rs. In Lakh)

Particulars 2014-15 2013-14

Revenue from Operation 6,78,256.96 7,23,149.63

Profit on forward Transaction 537.25 (53.62)

Other Income 834.80 440.56

Total Revenue 6,79,629.01 7,23,536.57

Less: Total Expenses 6,79,077.59 7,23,252.35

Operating Profits before Exception item, 551.42 284.22 Depreciation, Interest and Tax

Less: Depreciation 280.54 60.69

Interest 201.07 174.71

Add :Exception Item 146.62 0.00

Profit Before Tax 216.42 48.82

Less: Current Tax 45.00 15.08

Short provision relating to prior years (3.17) 0.00

Deferred tax liability 127.90 0.00

Profit after Tax 46.69 33.74

REVIEW OF BUSINESS OPERATION

During the year under review, your company has earned income of Rs. 6,78,256.96 Lakh from sale of Gold & Silver and various other business activities in financial year 2014-15 compared to the income of Rs. 7,23,149.63 Lakh of previous year which shows downtrend about 6.04% over the previous year. Although, downward trend in the income, due to constant control over the various expenses, the Company has earned Net Profit after Tax of Rs. 46.69 Lakh as against Net Profit after tax of Rs. 33.74 Lakh of Previous year.

DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2014-15 (Previous year - Nil).

NET PROFIT TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial year 2014-15 (Previous year - NIL).

INFORMATION ON BOARD OF DIRECTOR, COMMITTEE AND ITS MEETINGS:

Composition

The Board consist of five (5) members as on March 31, 2015, two (2) of whom are Promoters Executive Directors (one is Managing Director and one is Executive Director) and remaining three (3) are Non-Executive Independent Directors. Ms. RashmiAahuja, who has been appointed as an Additional (Independent) Director, is designated as Woman Director of the Company.

The Composition of Board fulfills the requirements of Companies Act, 2013 and Clause 49 of Listing Agreement entered by the Company with BSE Limited.

Board Meetings

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Companymet 6 times, viz May 30, 2014, August 14, 2014, September 01, 2014, November 14, 2014, February 14, 2014, and March 31, 2015. The Board of Directors has also passed several resolutions through circular.

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

The Independent Directors of the Company has met one time on March 31, 2015, inter alia, to evaluate the performance of Non-Independent Directors, Board as a whole and performance of Chairman of the Company.

Further, your Company has formed following Committees of the Board in accordance with Companies Act, 2013 and the Listing Agreement:

- Audit Committee

- Stakeholders' Grievances and Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

The details of number of meetings of Committees, its composition, powers, terms of reference is provided under the corporate governance report section in this Annual Report.

Appointment, Re-appointment and Resignation of Directors

During the year, in terms of Section 149 & 152 and Clause 49 of the Listing Agreement, the Members of the Company, in their last Annual General Meeting, have appointed Mr. Mayur Parikh and Mr. Maheshkumar D. Thakkar as Independent Directors of the Company for a period up to September, 2019.

Further, Ms. RashmiAahuja was appointed as an Additional (Independent) Director of the Company w.e.f. March 31, 2015. She has been designated as Woman Director of the Company. In terms of provision of Section 161 of the Companies Act, 2013, Ms. RashmiAahuja shall hold the office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member proposing her candidature for the office of Director. The Board of Director of the Company has, based on the recommendation of Nomination and Remuneration Committee, recommends her appointment for a period up to March 30, 2020 and resolution to that effect has been proposed for the approval of member in the ensuing Annual General Meeting.

Board of Directors, in their Meeting held on August 28, 2015, has re-appointed Mr. Yashwant Thakkar as Managing Director and Mr. Rashmikant Thakkar as Executive Director for a period of 5 years, w.e.f. July 15, 2015 on revised remuneration terms, subject to approval of Members. Resolutions to that effect have been proposed in the notice of Annual General Meeting. The Board of Directors recommendstheirre-appointments on the Board of the 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.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms and conditions of the Independent Directors are incorporated on the website of the Company at www.amrapalispot.com.

Training of Independent Directors

To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, organization structure, finance, human resources, quality and facilities. Further, the Company has devised a Familiarization Programme for Independent Directors and the same is placed on the website of the Company at www.amrapalispot.com.

Details of Key Managerial Personnel

Mr. Yashwant Thakkar, Managing Director is the Key Managerial Personnel ("KMP") as per the provisions of the Companies Act, 2013 and was already in the office before the commencement of the Companies Act, 2013.

Further, Mr. Satish A. Patel is appointed as Chief Financial Officer of the Company w.e.f. August 14, 2015. None of the KMP was resigned up to date of report of Directors.

Nomination and Remuneration Policy

In terms of the provisions of the Companies Act, 2013 and the listing agreement as amended from time to time, the Companyhas devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the policy are:

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

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

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

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

The Company's philosophy is to align Director, KMP and Senior Management Personnel with adequate compensation so that the compensation is used as a strategic tool that helps Company 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. The remuneration paid by the Company is within the salary scale approved by the Board and Shareholders.

Board Evaluation

List of criteria on which performance may be evaluated was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance.

The evaluation of all non-independent directors and the Board as a whole was conducted by the Independent Directors at their meeting held on March 31, 2015, based on the criteria and framework adopted by the Board.

On the other hand, Nomination and Remuneration Committee has carried out performance evaluation of all the Directors. The Board has approved the evaluation results as suggested by the Nomination and Remuneration Committee.

The Board of Directors expressed their satisfaction with the evaluation process.

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.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR policy encompasses the Company's philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The CSR Policy may be accessed on the Company's website at www.amarapalispot.com.

The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Company has formed CSR Committee which comprises of three (3) Directors namely Mr. Yashwant Thakkar as Chairman of the Committee and Mr. Mayur Parikh and Mr. Maheshkumar Thakkar as the members of the Committee. During the year, Committee met one time on February 14, 2015 for approval of CSR Policy.

Further, as per Section 135 of the Companies Act, 2013, the Company is required to spent at least 2% of the average Net profit of last three years as calculated in terms of Section 349 and 350 of the Companies Act, 1956. However, the average net profit in terms of Section 349 & 350 of the Companies Act, 1956 of the Company is negative. Hence, Company has not made any CSR expenditure during the Financial Year 2014-15. So, Annual Report on CSR expenditure is not given.

Although, the Company has started to make CSR expediter from the F.Y. 2015-16 onwards, disclosure of the same will be given in the next annual report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to 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 March 31, 2015 in Form MGT-9, forms part of this Annual Report as Annexure- "A".

PARTICULAR OF EMPLOYEES

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this Annual Report as Annexure - "B".

The details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is not applicable as there is no employee in the Company employed throughout the financial year with salary above Rs. 60 Lakh p.a. or employed part of the financial year with average salary above Rs. 5 Lakh per month.

Further, there is no employee employed throughout Financial year or part thereof, was in receipt of remuneration of in aggregate is in excess of that drawn by the Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than Two percent (2%) of the Equity Shares of the Company.

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 is not carrying on any manufacturing activities.

Further, there was no foreign exchange earnings and outgo during the financial year 2014-15 (Previous Year – Nil).

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. March 31, 2015 and the date of Director's Report i.e. August 28, 2015.

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.

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.

BUSINESS RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing and mitigating the same.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause 49 of listing agreement to the Stock Exchange Corporate Governance Report and Practicing Company Secretary' on its compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

AUDITORS

Statutory Auditor & their report

M/s. MehulThakker& Co., Chartered Accountant, Ahmedabad (FRN 118993W), was appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of the 26th Annual General Meeting till the conclusion of the 29th Annual General Meeting and M/s. V J Amin & Co., Chartered Accountant, Baroda (FRN 100335W) was appointed as peer review auditor of the Company to hold office from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting.

M/s. MehulThakker& Co., Chartered Accountant, Ahmedabad has shown unwillingness to act as Statutory Auditor of the Company after completion of Audit for the F.Y. 2014-15. He has resigned as an Auditor due to his preoccupation with other assignment, through letter dated August 20, 2015. Further, M/s. V J Amin & Co., Chartered Accountant, Baroda has also tender resignation as peer review auditor through their resignation letter dated August 21, 2015.

In terms of the provisions of the companies Act, 2013 and the rules made thereunder, these vacancies are called as Casual vacancies due to resignation of Auditor. The Board of Directors, based on recommendation made by the Audit Committee, has recommended the appointment of M/s. Dhiren Shah & Co., Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company to hold the office from the ensuing AGM till the conclusion of the 29th AGM, subject to approval by the members in the ensuing Annual General Meeting.

The Company has received the consent from M/s Dhiren Shah & Co., Chartered Accountants confirming that they are not disqualified to be appointed as the Auditors of the Company.

The Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2015 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013 except a qualification opinion by statutory auditor w.r.t.the net additional income offered before the Hon'ble Settlement Commission has been shown under the head "Reserves & Surplus" for an amount of Rs. 11,58,98,063/-. The taxes with interest paid Rs. 6,81,25,000/- on net additional income offered before the Hon'ble Settlement Commission, has been shown under the head "Long Term Loan & Advances".

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. On getting the final order from the Income-tax authority the net additional income of shown in the "Reserves & Surplus" and taxes with interest paid on net additional income will be adjusted in the profit and loss account of the company.

Secretarial Auditor & their 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 carry out the Secretarial Audit for the financial year ended on March 31, 2015. Secretarial Audit Report is attached to this report as Annexure–"C".

The Secretarial Auditors' Report for the financial year ended on March 31, 2015 is self- explanatory and do not call for further explanations or comments that may be treated as adequate compliances of various act, rules, regulations, guidelines etc. as applicable to the Company except that the report contain some observation by the Auditor that Company has not filled certain resolutions with the registrar.Your Directors state that in terms of MCA Notification No. G.S.R. 206(E) dated March 18, 2015, the Company is not required to file that resolutions with the registrar.

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 March 31, 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 March 31, 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.

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.

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:

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. Details of Subsidiary, Associates and Joint Venture Company.

5. Details of Contracts and arrangement with the related parties.

6. 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

19/20/21 For, Amrapali Industries Limited

Third Floor, Narayan Chambers,

B/h Patang Hotel,

Ashram Road,

Ahmedabad –380 009 Yashwant Thakkar Rashmikant Thakkar

Managing Director Director

Place:Ahmedabad DIN: 00071126 DIN: 00071144

Date: August 28, 2015

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Mar 31, 2014

Dear Members,

The Directors have the pleasure of presenting the Twenty Sixth Annual Report of your Company together with the audited accounts for the year ended 31stMarch, 2014.

1. FINANCIAL RESULTS

The summary of financial results for the year is given below:

(Rs. In Lacs)

Particulars 2013-14 2012-13 Sales &Operating Income 7,23,255.66 7,03,578.89

Other Income 280.91 446.84

Total Revenue 7,23,536.57 7,04,025.73

Operating Profits (PBDIT) 284.22 750.10

Less: Depreciation 60.69 64.52

Interest 174.71 644.58

Profit Before Tax & Exceptional Items 48.82 41.00

Less: Exceptional Items 0.00 0.00

Current Tax 15.08 12.88

Profit after Tax 33.73 28.12

Add: Balance of Profit brought 139.75 111.63 forward from previous year

Profit available for appropriation 33.73 28.12

Appropriation to: 173.48 139.75

Transfer to General Reserve

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. 7,23,255.66 Lacs against the turnover of Rs. 7,03,578.89 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. 174.71 against Rs. 644.58 Lacs which had considerably impacted over the profit of the Company. The Profit before Tax for the current year is Rs.48.82 Lacs as against Rs. 41.00 Lacs of previous year.

4. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the 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. Rashmikant A. Thakkar 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. MehulThakker& Co., Chartered Accountants, Ahmedabad and M/s. V J Amin & Co, Chartered Accountants, Baroda, Statutory Auditors of the Company, holds office until the conclusion of the Twenty Ninth (29th) Annual General Meeting and Thirty First (31st) Annual General Meeting respectively 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 INDUSTRIES LIMITED Place : Ahmedabad (YASHVANT THAKKAR) Date : September 1, 2014 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

The Directors have the pleasure of presenting the Twenty Fifth 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:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales & Operating Income 7,03,578.89 4,71,058.97

Other Income 446.84 97.78

Total Revenue 7,04,025.73 4,71,156.75

Operating Profits (PBDIT) 750.10 248.15

Less: Depreciation 64.52 57.82

Interest 644.58 165.69

Profit Before Tax & Exceptional Items 41.00 24.64

Less: Exceptional Items

Current Tax 12.88 0.00

Profit after Tax

Add: Balance of Profit brought forward from previous 111.63 86.99 year

Profit available for appropriation 28.12 24.64

Appropriation to: 139.75 111.63

- Transfer to General Reserve

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. 7,04,025.73 Lacs against the turnover of Rs. 4,71,156.75 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 also increased to Rs. 644.58 against Rs. 165.69 Lacs which had considerably impacted over the profit of the Company. The Profit before Tax for the current year is Rs.41.00 Lacs as against Rs.24.64 Lacs of previous year.

4. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the 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 F0R, aWI

5. DIRECTORS

During the year under review, Mayur Rajendrabhai Parikh 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.

6. AUDITORS AND AUDITORS'' REPORT:

M/s. Mehul Thakker & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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(l)(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 was 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 INDUSTRIES LIMITED

PLACE: AHMEDABAD (YASHWANT THAKKAR)

Date: 05.09.2013 CHAIRMAN & M.D.

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Mar 31, 2012

Dear Shareholders,

The Directors here by present the Twenty Seventh Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

OPERATIONS REVIEW:

During the year under review your Company has earned profit of Rs. 24.64 Lacs. The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review. The entire profit ploughed back to business.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Maheshkumar Dayaljibhai Thakkar of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

AUDITORS AND AUDITORS'' REPORT:

M/s. Mehul Thakker & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Your Company perceives Corporate Governance as an endeavor for transparency and a wholehearted approach towards continuous enhancement of shareholders'' value. Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors of your Company constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

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 earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

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 INDUSTRIES LIMITED

PLACE: AHMEDABAD

DATE: 15.07.2012

(YASHWANT THAKKAR)

CHAIRMAN

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Mar 31, 2010

The Directors hereby present the Annual report of your Company together with audited accounts for the accounting year ended on 31st March, 2010.

1. FINANCIAL RESULTS :

(Rs. In Lacs) PARTICULARS YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009

Sales and Other Income 201275.42 191487.17 Profit Before Interest & Depreciation 73.29 50.02 Finance Charges 0.00 0.00 Profit Before Depreciation 73.29 50.02 Depreciation 31.74 24.36 Profit Before Tax 41.55 25.66 Provision for Tax 5.2 8.45 Profit for the year After Tax 36.35 17.21 Net Profit 36.35 17.21 Paid up Equity Shares Capital 2570.53 500.00 Reserves Excluding Revaluation Reserve 36.35 59.61

2. DIVIDEND :

Your directors regret their inability to recommend any dividend for the year under review due to inadequate profit.

3. FINANCIAL HIGHLIGHTS

During the year under review your company has earned Net Profit of Rs.36.35lacs compared to Net profit of Rs. 17.21 Lacs in previous year. Your company has registered total turnover of Rs.201275.42 lacs compared to Rs. 191487.17 Lacs in previous year. The increase profitability is due to enhanced income in sales of Gold Bullion during current year.

4. AMALGAMATION

The Amrapali Developers (India) Limited and Korrwett Capital Investment Pvt. Limited are merged with our company vide order dated September ,2009 of Honorable Gujarat High Court. The company had issued 2,18,29,,660 Equity shares to the shareholders of Amraplai Developers (India) Limited and Korrwett Capital and Investment Private limited On account of that the total paid up share capital of the company is increased from rs 500 lacs to rs 2570.53 lacs.

5. PUBLIC DEPOSIT

Your Company has not accepted any deposit from the public during the year under review.

6. DIRECTORS :

Shri rashmikant Thakkar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

7. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm that

* In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

* Such accounting policies have been selected and consistently applied 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, 2010 and of the profit of the Company for the year ended on that date;

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Annual accounts has been prepared on a going concern basis.

8. CORPORATE GOVERNANCE

Your directors are happy to report that your company is fully compliant as on 31st March 2010 with the SEBI guidelines on Corporate Governance as incorporated in Clause 49 of the Listing Agreement with the Stock exchanges.

A detailed report on this subject forms part of this report

9. AUDITORS & AUDITORS REPORT :

M/s. Mehul Thakker & Co. Auditors of the Company, retire and are eligible for reappointment. The members at the ensuing Annual General Meeting are requested to consider their reappointment to hold the office until the conclusion of the next Annual general Meeting. The Board recommends their appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

10. INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :

As your company is engaged in Trading activity and not engaged in manufacturing activity a statement containing information as per Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors Rules). 1988 is not appended. There are no foreign exchange earnings and outgo during the year.

11. PARTICULARS REGARDING EMPLOYEES :

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence no information is required to be furnished.

12. ACKNOWLEDGEMENTS :

The Directors sincerely express their deep appreciation to the Employee at all levels, Shareholders, Banks, Customers for their sustained support and co operation during the year. Your Directors also acknowledge the support and guidance received from the RBI, SEBI, ROC, Stock Exchanges and other Regulatory Bodies. Banks and other Financial Groups also deserve special appreciation for significant contribution to your Companys operations.

By order of the Board Amrapali Industries Limited

Place: Ahmedabad Date: 06.07.2010 Yashwant Thakkar Chairman

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Mar 31, 2009

The Directors hereby present the Annual report of your Company together with audited accounts for the accounting year ended on 31st March, 2009

FINANCIAL RESULTS :

(Rs. In Lacs) PARTICULARS YEAR ENDED YEAR ENDED 31.03.2009 31.03.2008

Sales and Other Income 191487.17 32310.05

Profit / (Loss) Before Interest & Depreciation 50.02 243.11

Finance Charges 0.00 0.00

Profit / (Loss) Before Depreciation 50.02 243.11

Depreciation 24.36 27.79

Profit/(Loss) Before Tax 25.66 215.32

Provision for Tax 8.45 5.08

Profit/ (Loss) for the year After Tax 17.21 210.24

Adjustments of earlier years (Net) 0.00 0.73

Balance Transferred to B/S 42.40 -168.56

Paid up Equity Shares Capital 500.00 500.00

Reserves Excluding Revaluation Reserve 59.61 42.40

DIVIDEND :

Your directors regret their inability to recommend any dividend for the year under review due to inadequate profit.

FINANCIAL HIGHLIGHTS

During the year under review your company has earned Net Profit of Rs.17.21 lacs compared to Rs. 210.24 Lacs in previous year. Your company has registered total turnover of Rs. 191,487.17 lacs compared to Rs. 32310.05 Lacs in previous year.

AMALGAMATION

Your company has filed Scheme of Amalgamation with Amrapali Developers (India) Limited and Korrwett Capital Investment Pvt. Limited..The terms thereof are fair and reasonable for both Amrapali Developers (India) Limited and Amrapali Industries Limited being listed entity and the amalgamation of both the companies along with the Group Company Korrwett Capital Investment Pvt. Limited having good net worth which will also increase the net worth of amalgamated company. The enhanced net worth after the amalgamation will be helpful to the group for better business in bullion trading, commodity trading and in infrastructure business. The amalgamation will also helpful in administration of the company. The amalgamation is of Three Companies Viz. (1) Amrapali Industries Limited (2) Amrapali Developers ( India ) Limited and (3) Korwett Capital and investment Private Limited will be in the best interest of the company.Final order of merger is awaited.

INDUSTRY OVERVIEW AND DEVELOPMENTS:

World Economy:

After a healthy pace of growth of world economy for the past 3 years at the rate 4.5%-5%, the pace of economic growth stunted significantly in 2008 struck by the subprime crisis and the instablility in international

financial markets, which even necessitated the IMF to make a marked downward revision of its estimate for global growth to 0.5 per cent in January, 2009 & thereby officially making for a global recession next year. This crisis has not left even the emerging economies untouched; the impact is on a lesser scale than in developed economies. The emerging economies are also expected to show a slower growth of 6.9% in 2008 & 6.1% in 2009, which is nearly 2% down from the previous two years. The world economic outlook estimates china growth rate to slow down to 9.7% and 9.3% in 2008 and 2009 respectively, while India’s growth is estimated to be 8% and 7% in these two years. Unlike the earlier recessionary periods, the governments and central banks have been proactive this time and have announced financial stimulus packages, ushering in an expectation of early recovery from the second half of this year. Amidst all the gloomy scenario, the silver lining is that world trade is still expected to achieve a positive growth of 5% and 4% in these two years which augurs well for your company’s prospects.

OUTLOOK, OPPORTUNITIES AND THREATS:

India’s Economy has grown by more than 9% for three years running, and has seen a decade of 7%+ growth until now. Like most of the world, however, India has faced testing economic times in 2008 inspite of not having direct exposure to the sub-prime mortgage assets or to the failed institutions. The RBI projects growth of just 6% for the Indian economy in 2009-10 which would be lower than the 6.5%-7% growth estimate for 2008-09. This is mainly because of India’s integration with world economy by two way trade and financial integration with the world. However, it is expected that the impact of the global crisis would be less severe in India as compared to developed countries.

After taking the cognizance of the depth and extraordinary impact of the crisis, the central government has announced fiscal stimulus packages aimed at additional public spending, providing fiscal benefits to infrastructure and increasing thrust to external trade. These measures, aided by resilient financial markets in India, and thrust to domestic consumption demand inter alia covering impetus to infrastructure sector- ports, airports, roads, railways etc. is expected to provide an early recovery from global crisis somewhere second half of FY10.The economy’s performance of the first few months of this fiscal corroborates to early recovery.

RISK PERCEPTION & MANAGEMENT:

Looking at the world economic scenario, there could be lot of discrepancies in company’s business activities. Considering all, the business trajectory will remain challenging for the coming year.

However, the company is determined and focused to gain momentum of growth and to come back on profit track.

INTERNAL CONTROLS & THEIR ADEQUACY:

INTERNAL AUDIT & INSPECTION:

A comprehensive system of internal inspection and audit is in place in your company to monitor internal control system. The scope and coverage of the Audit is reviewed by time to time to make it more focused and effective.

HUMAN RESOURCES:

During the year under review the employee attrition is minimal. The management continues its efforts on imparting training to Staff members with the view to upgrade their competence and managerial quality. The Industrial relations in your company continued to be cordial in the year 2008-2009.

CAUTIONARY STATEMENT:

The statements and observations made in this analysis are reflective of the collective opinion of your company. Wherever possible conservative estimate have been taken.

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 materially from what the directors envisage in terms of the future performance and outlook.

PUBLIC DEPOSITS :

Your Company has not accepted any deposit from the public during the year under review.

DIRECTORS :

Shri Mayur Parikh retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

DIRECTOR’S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm that

- In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

- Such accounting policies have been selected and consistently applied 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, 2009 and of the profit of the Company for the year ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Annual accounts has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your directors are happy to report that your company is fully compliant as on 31st March 2009 with the SEBI guidelines on Corporate Governance as incorporated in Clause 49 of the Listing Agreement with the Stock exchanges. A detailed report on this subject forms part of this report

AUDITORS & AUDITORS REPORT :

M/s. Mehul Thakker & Co., Auditors of the Company, retires and is eligible for reappointment. The members at the ensuing Annual General Meeting are requested to consider their reappointment to hold the office until the conclusion of the next Annual general Meeting . The Board recommends their appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :

As your company is engaged in Trading activity and not engaged in manufacturing activity a statement containing information as per Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors Rules). 1988 is not appended. There are no foreign exchange earnings and outgo during the year.

SUBSIDIARY COMPANY

The statement Pursuant to Section 212 of the Companies Act,1956 relating to Subsidiary company Amrapali DMCC is as shown in point no. 6 of notes to the accounts.

PARTICULARS REGARDING EMPLOYEES :

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence no information is required to be furnished.

ACKNOWLEDGEMENTS :

The Directors sincerely express their deep appreciation to the Employee at all levels, Shareholders, Banks, Customers for their sustained support and co – operation during the year. Your Directors also acknowledge the support and guidance received from the RBI, SEBI, ROC, Stock Exchanges and other Regulatory Bodies. Banks and other Financial Groups also deserve special appreciation for significant contribution to your Company’s operations.

For and on behalf of the Board of Director

Place : Ahmedabad Yashwant Thakkar Date :07.07.2009 Chairman