amrapali capital and finance services limited annual … · 2017-10-09 · amrapali capital and...

AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED 23rd

F.Y. 2016-17 ANNUAL REPORT

Amrapali Capital And Finance Services Limited

23rd Annual Report 2016-17

INDEX

Contents Page No.

Corporate Information 1 - 1

Notice to Shareholders 2 - 6

Directors’ Report 7-22

Management Discussion and Analysis Report 23 – 25

Independent Auditors’ Report 26 - 31

Balance sheet 32 -32

Profit and Loss Account 33 -33

Cash Flow Statement 34 -35

Notes to Financial Statement 36 -47

Specimen Letter for updation of Shareholders’ Information 48 – 48

Attendance Slip & Proxy Form 49 – 49

Amrapali Capital And Finance Services Limited 23rd Annual Report 2016-17

Amrapali Capital and Finance Services Limited Corporate Information

CIN: L65910DN1994PLC000362

Board of Directors Mr. Chirag Thakkar Managing Director Chief Financial Officer Mr. Alkesh Patel Non-Executive Director Mr. Baldev Patel

Ms. Bhumi Patel Non-Executive Director Company Secretary & Compliance

Officer

Mr. Shankar Bhagat

Independent Director Ms. Rushika Parekh

Registrar & Share Transfer Agent Satellite Corporate Services Pvt Ltd

Statutory Auditor

B-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400 072

M/s. Doshi Maru & Associates Chartered Accountants 217/218, Manek Centre, P.N Marg, Jamnagar-361001(Gujarat) India

Corporate Office

Registered Office

19, 20, 21 3rd Floor, Narayan Chambers, Behind Patang Hotel, Ellisbridge, Ashram Road, Ahmedabad – 380 009 Tel No. +91-79- 2657 5105/06 Fax No. +91-79-2657 9169

Shop No. 3, General Floor, Ashoka Complex, B/H Woodland Hotel, Naroli Cross Road, Silvassa, Dadar Nagar Haveli – 396 230 Tel No. +91-26 0263 3291 Email: [email protected] Web: www.amrapali.com

Banker Allahabad Bank

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Notice Notice is hereby given that the 23rd

Ordinary Businesses:-

(Twenty Third) Annual General Meeting of the Members of Amrapali Capital And Finance Services Limited (“The Company”) will be held at the Registered Office of the Company situated at Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road Silvassa – 396 230 on Saturday, September 30, 2017 at 11:00 A.M. to transact the following businesses:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mrs. Bhumi Patel (DIN 07473437), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers herself for re-appointment.

3. To Re-appointment Statutory Auditor and to fix their remuneration and in this regard to, consider and if thought fit, to pass with or without modification(s) the following resolution as a Ordinary Resolution: “RESOLVED THAT pursuant to Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee and Board of Directors, M/s. Doshi Maru & Associates, Chartered Accountants (FRN: 0112187W) be and are hereby appointed as the Statutory Auditors of the Company who shall hold office from the conclusion of this 23rd Annual General Meeting till the conclusion of the 27th Annual General Meeting to be held in the calendar year 2021, subject to ratification of appointment at every subsequent Annual General Meeting to be held after 23rd

Special Businesses:

Annual General Meeting and that the Board be and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors, in addition to reimbursement of all out-of-pocket expenses as may be incurred in connection with the audit of the accounts of the Company.”

4. Change in the designation of Mr. Alkesh Patel (DIN 00189943) to Non - Executive Director of the Company, and in this regard to consider and if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 (”the Act”) and the Rules made there under (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. Alkesh Patel (DIN 00189943), who is acting as an Independent Director of the Company since March 23, 2015 and in respect of whom the Company has received the written consent from him to change his designation, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the above resolution.”

Registered Office Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road, Silvassa-396230

Place: Ahmedabad Date: September 04, 2017

By order of the Board of Directors For, Amrapali Capital and Finance Services Limited

Chirag Thakkar Managing Director

DIN 01993020 Notes: 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting

out material facts concerning the businesses under Item Nos. 3 and 4 of the Notice, is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE AT THE MEETING, INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

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The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than 48 (Forty-Eight) Hours before the commencement of the AGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the company.

3. Members/Proxies are requested to bring their Attendance slip/proxy form duly filled and signed for attending the meeting. The signature of the attendance slip should match with the signature(s) registered with the Company. Members holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification.

4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send in advance a duly certified copy of the board resolution/power of attorney authorizing their representative to attend and vote on their behalf at the meeting.

5. In case of joint holders attending the meeting together, only holder whose name appearing first will be entitled to vote.

6. The Register of Members and Share Transfer Books of the Company will be closed from Thursday, September 21, 2017 to Saturday, September 30, 2017 (both days inclusive) and same will be re-opened from Sunday, October 1, 2017 onwards.

7. The route map showing directions to reach the venue of the 23rd

8. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long period of time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

AGM is provided at the end of this Notice.

9. The members who holds shares of the Company in Physical form are informed that the company is in process of updating records of the shareholders in order to reduce the physical documentation as far as possible. In line with new BSE listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, members are requested to update and intimate their PAN, phone no., e-mail id and such other information to the Company’s Registrars and Transfer Agents, Satellite Corporate Services Private Limited (SCSPL). Members are further requested to update their current signature in SCSPL system. The Performa of updation of Shareholder information is provided at the end of Annual Report.

10. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Transfer Agents to provide efficient and better services.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to SCSPL.

12. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact SCSPL for assistance in this regard.

13. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to SCSPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

14. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The Nomination Form can be obtained from the SCSPL. Members holding shares in physical form may submit the same to SCSPL. Members holding shares in electronic form may submit the same to their respective depository participant.

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15. The Company is concerned about the environment and utilizes natural resources in a sustainable way. We request every member to update their email address with concerned Depository Participant and SCSPL to enable us to send you the communications via email.

16. The Notice of the AGM along with the Annual Report 2016-17 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice and the Annual Report 2016-17 will also be available on the Company’s website viz. www.amrapali.com.

17. The Company has not declared any dividend. Further, the Company does not have any unpaid or unclaimed dividend amount outstanding as on the closure of financial year 2016-17. Therefore, the Company is not required to upload the details of Unpaid and unclaimed dividend amounts. Further, during the year, the Company has not transferred any amount to fund established under Section 125 of the Companies Act, 2013.

18. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.

19. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting.

20. Members seeking any information with regard to the accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Annual General Meeting.

21. In pursuance of the provisions of Section 108 of the Act and the Rules framed there under, as amended from time to time, the Company is exempted from giving the Members the facility to cast their vote electronically, through the remote e-voting services on the resolutions set forth in this Notice. However, voting through permitted mode under the Companies Act, 2013 will be allowed at the venue of Annual General Meeting.

22. All documents specifically referred to in this Notice and the Explanatory Statement are open for inspection at the Registered office of the Company between 02.00 p.m. and 04.00 p.m. on all working days (except Saturdays, Sundays and Holidays) up to the date of AGM.

23. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking appointment or re-appointment as Director under Item No. 2 and 4 of the Notice are provided hereunder;

Particulars Ms. Bhumi Patel Mr. Alkesh Patel Date of Birth June 4, 1988 January 7, 1960 Date of Appointment at current designation and term

March 18, 2016 September 15, 2015

Educational Qualifications M.Com Commerce Graduate Expertise in specific functional areas - Job profile and suitability

She is having knowledge and experience of more than 3 years in the field of accounting and finance.

Mr. Alkesh Patel is having 38 years wide experience in the field of legal and government department. He is having wide and depth knowledge of the rules, regulations and buy-laws of stock exchanges and various government departments.

Directorships held in other public companies*

1. Amrapali Fincap Limited -

Memberships / Chairmanships of committees of public companies**

Member – 2

-

Inter-se Relationship with other Directors.

No Relation No Relation

*Excluding foreign companies and Section 8 companies **Includes only Audit Committee and Stakeholders’ Grievances and Relationship Committee.

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Annexure to Notice Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“The Act”)

Item No. 3 The Members of the Company, in their last Annual General Meeting, has appointed M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar (FRN: 0112187W) as Statutory Auditor of the Company for a period from the conclusion of last annual general meeting till the conclusion of ensuing annual general meeting. Therefore, their tenure of office expires at the ensuing annual general meeting. The company have received consent from statutory Auditors M/s. Doshi Maru & Associates, Chartered Accountants (FRN: 0112187W) to act as statutory auditors of the company along with the eligibility certificate. The Audit Committee has also recommended their appointment. The Board of Directors considered the matter and recommends the passing of the Ordinary Resolution appointing M/s. Doshi Maru & Associates, Chartered Accountants (FRN: 0112187W) as statutory auditors from the conclusion of this 23rd Annual General Meeting till the Conclusion of 27th

None of the Directors or Key Managerial Personnel of the Company including their relatives is interested or concerned in the Resolution.

Annual General Meeting to be held in the year 2021.

Item No. 4 Mr. Alkesh Patel is acting as an Independent Director of the Company. Further, as per the Provision of Section 149 of the Company, the Company shall have optimum combination of the Executive and Non-Executive Directors on the Board. The Board of Directors of the Company has received consent from Mr. Alkesh Patel, the present Director of the Company to change his designation to Non-Executive Director of the Company. The Board has considered the consent of Mr. Alkesh Patel and recommended change of his designation from Independent to Non-Executive Director of the Company. Mr. Alkesh Patel is having 38 years wide experience in the field of legal and government department. He is having wide and depth knowledge of the rules, regulations and buy-laws of stock exchanges and various government departments. Save and except Mr. Alkesh Patel and his relatives to the extent their shareholding in the Company, none of the Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out. Registered Office Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road, Silvassa-396230


By order of the Board For, Amrapali Capital and Finance Services Limited


DIN 01993020

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Route map to the venue of Annual General Meeting

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To the Member(s),

Directors’ Report

The Directors have the pleasure of presenting the report of the business and operations of your Company (‘the Company’ or ‘ACFSL’) with the Audited Financial Statements of the Company for the year ended March 31, 2017. Financial Results (Rs. In lakh) Particulars F.Y. 2016-17 F.Y. 2015-16 Revenue from Operations 5211.29 (149.53) Other Income 671.56 664.70 Total Revenue 5882.85 515.17 Less: Total Expenses 5565.64 241.13 Operating Profits before Depreciation, Finance Cost and Tax 317.21 274.04 Less: Depreciation 57.55 34.95 Finance Cost 218.39 137.86 Profit / (Loss) Before Tax and Exception item 41.27 101.22 Less: Current Tax 8.60 35.00 Add : Deferred Tax Asset/(Liability) (4.17) (1.64) Profit / (Loss) after Tax 28.50 64.58 Review of Business Operation During the financial year 2016-17, the total revenue of the Company stood at Rs. 5882.85 Lakh as compare to that of Rs. 515.17 Lakh in the previous financial year 2015-16 resulting in to 10 times more revenue than that of previous year. The main reasons of increase in the revenue is, in the financial year 2016-17, that the Company has purchased Bond which was sold at loss and hence the profit of the Company was also affected due to this. The Net Profit after Tax for the financial year stood at Rs. 28.50 Lakh as against that of Rs. 64.58 Lakh in previous year 2015-16 i.e. decrease in profit by 44.13% against previous year. Dividend To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2016-17 (Previous year - Nil). 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 added to 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. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board: The Board of the Company comprises of four Directors out of which one is Promoter Executive Director, two are Non-Promoter Non-Executive Director and one is Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors;

Name of Director

Category Cum Designation

Date of Appointment at current Term & designation

No. of Shares held as on

March 31, 2017 Mr. Chirag Thakkar

Managing Director (Promoter)

January 13, 2016 14,40,100 Equity Share

Ms. Bhumi Patel

Non-Executive Director

March 18, 2016 -

Mr. Alkesh Patel

Independent Director March 23, 2015 -

Mr. Shankar Bhagat

Independent Director September 30, 2014 -

^ Committee includes Audit Committee and Shareholders’ Grievances Committee across all Public Companies.

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The composition of Board does not comply with the requirements of the Companies Act, 2013 (“The Act”) due to resignation of Mr. Saurabh Shah from the post of Independent Director. However, in terms of provisions of Companies Act, 2013; the post of Independent Director shall be filled within three months from the date of resignation of Independent Director. The Board of Directors of the Company is finding suitable person as person will be appointed soon once company identifies suitable person. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Listing Regulations. None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. Board 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 Company met 9 (Nine) times, viz April 28, 2016, May 25, 2016, May 28, 2016, June 4, 2016, July 20, 2016, September 5, 2016, November 12, 2016, November 14, 2016, and March 6, 2017. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below; Name of Director Mr. Chirag

Thakkar Mr. Alkesh

Patel Mr. Shankar

Bhagat Mr. Saurabh

Shah Ms. Bhumi

Patel

No. of Board Meeting eligible to attend

9 9 9 9 9

No. of Board Meeting attended

9 9 9 9 9

Presence at the previous AGM

Yes Yes Yes N.A. Yes

Independent Directors: In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on March 6, 2017 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.amrapali.com. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. Information on Directorate: During the year under review, there was no change in constitution of the Board of Directors except Mrs. Bhumi Patel whose appointment was regularized by the Members of the Company in their last annual general meeting. Further after closure of financial year 2016-17, Mr. Saurabh Shah has tendered his resignation from the Directorship of the Company w.e.f. July 21, 2017 due to his pre-occupation in other business activity. The Board of Directors places their appreciation to Mr. Saurabh Shah for serving the Company as Director of the Company. Moreover, the Company has received notice from Mr. Alkesh Patel, Independent Director of the Company that looking at the future scenario, his status must be changed to Non-Executive Director. The Board of Directors has considered the notice of Mr. Alkesh Patel and proposed the resolution fro members’ approval for Change in of status of Mr. Alkesh Patel from Non-Executive Independent Director to Non-Executive Director. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Bhumi Patel, retires by rotation at the ensuing annual general meeting. She, being eligible, has offered

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herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking appointment/ re-appointment as Director are also provided in Note no. 23 of Notice convening the annual general meeting. None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. Further, none of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013. Key Managerial Personnel: In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Chirag Thakkar who is acting as Managing Director of the Company. Further, Mr. Baldev Patel and Ms. Rushika Parekh is acting as Chief Financial Officer and Company Secretary respectively. Performance Evaluation: The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board, after seeking inputs from all the directors,

on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

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

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

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. Directors’ Responsibility Statement: Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2017, the applicable accounting

standards have been followed and that no material departures have been made from the same; b) The Directors had selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2017 ongoing 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.

COMMITTEES OF BOARD: The Board of Directors, in line with the requirement of the act and listing regulations, has formed various committees, details of which are given hereunder.

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A. Audit Committee: The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The Audit Committee met 5 (Five) times during the financial year 2016-17 on May 25, 2016, May 28, 2016, September 5, 2016, November 12, 2016, and November 14, 2016. The composition of the Committee and the details of meetings attended by its members are given below: Name of Members Designation Number of meetings during the financial year 2016 -17

Eligible to attend Attended Mr. Shankar Bhagat Chairman 5 5 Mr. Saurabh Shah Member 5 5 Mr. Alkesh Patel Member 5 5

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Mr. Shankar Bhagat, the Chairman of the Committee had attended last Annual General Meeting of the Company held on September 30, 2016. Recommendations of Audit Committee have been accepted by the Board of wherever/whenever given. Vigil Mechanism: The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.amrapali.com. B. Nomination and Remuneration Committee: The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz on September 5, 2016, and March 06, 2017. The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members

Designation Number of meetings during the financial year 2016-17 Eligible to attend Attended

Mr. Shankar Bhagat Chairman 2 2 Mr. Saurabh Shah Member 2 2 Mr. Alkesh Patel Member 2 2

Nomination and Remuneration Policy: Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Directors. Key points of the Nomination and Remuneration Policy are; a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel: The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of

the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

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

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

b. Policy on remuneration of Director, KMP and Senior Management Personnel: The Company’s remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-à-vis the Company. The Company’s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.amrapali.com. Remuneration of Directors: The details of remuneration/sitting fees paid to Managing Director of the Company during the financial year 2016-17 is provided in Form MGT-9 which is the part of this report. C. Stakeholders’ Grievances and Relationship Committee: The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders’ / Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholder’s Grievance & Relationship Committee met 4 (Four) times on May 25, 2016, September 5, 2016, November 12, 2016 and March 6, 2017. The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members

Designation Number of meetings during the financial year 2016 -17 Eligible to attend Attended

Mr. Saurabh Shah Chairman 4 4 Mr. Alkesh Patel Member 4 4 Mr. Chirag Thakkar Member 4 4

During the financial year 2016-17, the Company has not received any complaint from investor. Further, there was no complaint pending for resolved at the end of financial year 2016-17. PUBLIC DEPOSIT: 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, 2017. SHARE CAPITAL: The Paid up Equity Share Capital as at March 31, 2017 stood at Rs. 977.86 Lakh. During the year under review, the Company has not issued any Share Capital. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY: 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. TRANSACTIONS WITH RELATED PARTIES: During the financial year 2016-17, the Company has entered into few transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms’ length basis, although the Company has also entered into few transactions which were not on arms’ length basis after obtaining the requisite approval of Board or Members, as the case may be. The details of the related party transactions as required under Accounting Standard - 18 are set out in Notes to the financial statements. Information on transactions with related parties pursuant to section 134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure – 1 in Form AOC-2 and the same forms part of this report. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

11


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, 2017 to the date of this Report. DISCLOSURE OF REMUNERATION: The information required under section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as an Annexure – 2. EXTRACT OF ANNUAL RETURN: As provided under section 92(3) of the Act, the extract of annual return is given in Annexure – 3 in the prescribed Form MGT-9, which forms 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 Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. During the year under review, there were no incidences of sexual harassment reported. RISK MANAGEMENT: A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company being engaged in the Service Industries, the Company has not taken any major step to conserve the energy. Further, the Company has not utilized alternate sources energy except electricity. In addition to that, the Company is not manufacturing Company and therefore, the question of technology absorption does not arise. Hence, the details of conservation of energy, technology absorption etc. as required under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not applicable to the Company. Further, there was no foreign exchange earnings and outgo during the financial year 2016-17 (Previous Year – Nil). CORPORATE GOVERNANCE: Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report. STATUTORY AUDITOR & THEIR REPORT: M/s. Doshi Maru & Associates, Chartered Accountants, Ahmedabad (FRN: 0112187W) is acting as Statutory Auditor of the Company. The Members of the Company had, in its last Annual General Meeting held on September 30, 2016, appointed M/s. Doshi Maru & Associates, Chartered Accountants to hold office from the conclusion of 22th Annual General Meeting till the conclusion of 23rd

The Auditors’ Report for financial year 2016-17 is self-explanatory and does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Annual General Meeting of the Company to be held in the year 2017.

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

12


SECRETARIAL AUDITOR & THEIR REPORT: The Company has appointed Mr. Anand Lavingia, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year 2016-17 is annexed to this report as an Annexure – 4. The Board has also appointed Mr. Anand Lavingia, Practicing Company Secretary, as secretarial auditor of the Company for financial year 2016-17. GENERAL DISCLOSURE: Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise; ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save

and ESOS; iii. Annual Report and other compliances on Corporate Social Responsibility; iv. There is no revision in the Board Report or Financial Statement; v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact

the going concern status and Company’s operations in future; vi. Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT: Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review. Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors. Place: Ahmedabad Date: September 04, 2017

For and on behalf of Board of Directors Amrapali Capital and Finance Services Limited


DIN 01993020

Alkesh Patel Director

DIN 00189943

13


Annexure – 1 Form No. AOC-2

Particulars of Contracts/arrangements made with related parties (Pursuant to section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in section 188(1) of the Companies Act, 2013 including certain

arm’s length transactions under third proviso thereto A. Details of contracts or arrangements or transactions not at arm’s length basis:

Particulars RPT – 1 RPT – 2 Name(s) of the related party and nature of relationship

Amrapali Fincap Limited, wherein Mr. Chirag Thakkar is Director and hold more than 2%

Amrapali Fincap Limited, wherein Mr. Chirag Thakkar is Director and hold more than 2%

Nature of contracts/ arrangements/ transactions

Leave and License Agreement (Receipt of Rent Amount)

Leave and License Agreement (Receipt of Rent Amount)

Duration of the contracts / arrangements/ transactions

December 1, 2015 to November 30, 2018

January 7, 2016 to January 6, 2021

Salient terms of the contracts or arrangements or transactions including the value, if any

Monthly Rent of Rs. 12,500/ Monthly Rent of Rs. 8,000

Justification for entering into transactions

Amrapali Fincap Limited, one of the groups Company do not own its office and therefore, our Company has let out its office on leave and license agreement basis.

Amrapali Fincap Limited was required one office in Mumbai, to carry out the operations of the Company outside the state and therefore the Company let out its office on leave and license agreement basis.

Date(s) of approval by the Board/Members

Board – January 5, 2016 Members – N.A.

Board – January 5, 2016 Members – N.A.

Amount paid as advances, if any

- -

B. Details of material contracts or arrangement or transactions at arm’s length basis: RPT No.

Name(s) of the related party and nature of relationship

Nature of contracts/

arrangements/ transactions

Duration of the contracts /

arrangements/ transactions

Salient terms of the

contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board

Amount paid as advances, if

any

1. Yashwant Amratlal Thakkar

Loan Repaid F.Y. 2016-17 (3,20,00,000) N.A. N.A.

2. Amrapali Fincap Limited – Public Company wherein Mr. Chirag Thakkar is Director and hold more than 2% of the Shares

Brokerage Income

F.Y. 2016-17 On market rate

N.A. -

3. Mr. Chirag Thakkar – Director of the Company

Brokerage income

F.Y. 2016-17 On Market rate

N.A. -

4. Amrapali Brokerage F.Y. 2016-17 On Market N.A. - 14


Industries Ltd income rate 5. Mr. Yashwant

Thakkar – Relative of Mr. Chirag Thakkar

Brokerage income


N.A. -

6. Mr. Monal Thakkar – Relative of Mr. Chirag Thakkar

Brokerage income


N.A. -

7. Ms. Juhi Thakkar – Relative of Mr. Chirag Thakkar

Brokerage income


N.A. -

8. Rashminkant Thakkar

Brokerage income


N.A. -

9. Dharti Thakkar Brokerage income


N.A. -

10. Yashwant Thakkar HUF

Brokerage income


N.A. -


For and on behalf of Board of Directors

Amrapali Capital and Finance Services Limited


DIN 01993020


DIN 00189943

15


Annexure – 2 Particulars of Employees

(pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules made there under

A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The ratio of remuneration of each director to the median remuneration of employees for the financial year:

Sr. No. Name Designation Ratio against median employee’s remuneration

1 Mr. Chirag Thakkar Managing Director 1.33 : 1.00

b) The Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sr. No. Name Designation Nature of Payment Increase 1 Mr. Chirag Thakkar Managing Director Remuneration -- 2 Mr. Baldev Patel Chief Financial Officer Remuneration -- 3 Mr. Rushika Parekh^ Company Secretary Remuneration N.A.

c) The percentage increase in the median remuneration of employees in the financial year: The median remuneration of employees was increased by 22.73% over a previous year.

d) The number of permanent employees on the rolls of the Company: 25 Employees e) Average percentile increase in the Salaries of the Employees and Managerial Remuneration: During the year, there was 31.49% average in the salaries of the Employees, while there was no increased in the managerial remuneration. The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration Policy of the Company. Place: Ahmedabad Date: September 04, 2017

For and on behalf of Board of Directors Amrapali Capital and Finance Services Limited


DIN 01993020


DIN 00189943

16

Amrapali Capital And Finance Services Limited23rd Annual Report 2016-17

:::::

::

SR. No.Holding/

Subsidiary /Associate

% of shares held

ApplicableSection

Demat Physical Total % of TotalShares

Demat Physical Total % of TotalShares

(1) Indiana) Individual/ HUF 49,41,000 5,50,000 54,91,000 56.15 50,01,000 4,30,852 54,31,852 55.55 (0.60) b) Central Govt. - - - - - - - - - c) State Govt. - - - - - - - - - d) Bodies Corporate 50,000 - 50,000 0.51 50,000 3,19,148 3,69,148 3.78 3.27 e) Banks/FI - - - - - - - - - f) Any other

HUF 60,000 - 60,000 0.61 - - - - 0.61 Sub-Total (A)(1): 50,51,000 5,50,000 56,01,000 57.27 50,51,000 7,50,000 58,01,000 59.33 3.28 (2) Foreign

a) NRIs - Individuals - - - - - - - - - b) Other - Individuals - - - - - - - - - c) Bodies Corporate - - - - - - - - - d) Banks / FI - - - - - - - - - e) Any Other…. - - - - - - - - -

Sub-Total (A)(2): - - - - - - - - - Total Shareholding of Promoters (A) =

(A)(1)+(A)(2) 50,51,000 5,50,000 56,01,000 57.27 50,51,000 7,50,000 58,01,000 59.33 3.28

a) Mutual Funds / UTI - - - - - - - - - b) Banks / FI - - - - - - - - - c) Central Govt. - - - - - - - - - d) State Govt.(s) - - - - - - - - - e) Venture Capital Funds - - - - - - - - - f) Insurance Company - - - - - - - - - g) FIIs - - - - - - - - - h) Foreign VentureCapital Funds - - - - - - - - - i) Others (specify) - - - - - - - - -

Sub-Total (B)(1): - - - - - - - - -

i. Indian 13,70,000 2,00,000 15,70,000 16.06 18,96,400 - 18,96,400 19.39 3.33 ii. Overseas - - - - - -

i. Individual Shareholders holding nominal share capital upto Rs. 2 lakh 3,01,500 - 3,01,500 3.08 3,49,000 - 3,49,000 3.57 0.49 i. Individual Shareholders holding nominal share capital in excess of Rs. 2 lakh 20,67,100 - 20,67,100 21.14 15,85,600 - 15,85,600 16.22 (4.92)

Market Maker 4,800 - 4,800 0.05 10,800 - 10,800 0.11 0.06 HUF 2,30,600 - 2,30,600 2.36 1,34,600 - 1,34,600 1.38 (0.98) Clearing Members 3,600 - 3,600 0.04 1,200 - 1,200 0.01 (0.02)

Sub-Total (B)(2): 39,77,600 2,00,000 41,77,600 42.72 39,77,600 - 39,77,600 40.68 (2.05) Total Public Shareholding(B)=(B)(1)+(B)(2) 39,77,600 2,00,000 41,77,600 42.72 39,77,600 - 39,77,600 40.68 (2.05)

C. Shares held byCustodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) 90,28,600 7,50,000 97,78,600 100.00 90,28,600 7,50,000 97,78,600 100.01 1.23

No. ofShare

% of totalshares of

the CompanyDate

Increase/ Decrease in

shareholdingReason No. of

Share

% of totalshares of

the Company

No. ofShare

% of totalshares of

the Company

29-Mar-17 (19,86,000) Sell 3,95,852 4.05 29-Mar-17 20,34,000 Buy 24,29,852 24.85

2,00,000 Ultimate Beneficiary^ 16,02,500 16.39

29-Mar-17 (13,52,400) Sell 2,50,100 2.56 29-Mar-17 14,40,000 Buy 16,90,100 17.28 29-Mar-17 (11,82,000) Sell 500 0.01 29-Mar-17 10,60,800 Buy 10,61,300 10.85 29-Mar-17 (4,54,800) Sell 200 0.00 29-Mar-17 5,00,400 Buy 5,00,600 5.12

Yashwant Amratlal Thakkar-HUF 60,000 0.61 29-Mar-17 (60,000) Sell - - - - Sarang Chemical Limited Beneficiary Owner Mr. Sunny Thacker)^ 69,148 0.71 - - - - - 69,148 0.71 Amrapali Fincap Ltd 50,000 0.51 - - - - - 50,000 0.51

Annexure – 3 EXTRACT OF ANNUAL RETURN

as on the financial year ended March 31, 2017[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

FORM NO. MGT - 9

Company limited by shares/ Indian Non-Government Comapny Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road, Silvassa DadraNagar Haveli – 396 230, Gujarat, India. Tel No: 0260-26313290 Email: [email protected] Web: www.amrapali.com Yes

1) Registration and Other Details:L65910DN1994PLC000362May 20, 1994Amarapali Capital and Finance Services Limited

Registration DateName of the CompanyCategory / Sub-Category of the CompanyAddress of the Registered Office and contact details

Whether listed Company

CIN

Stock Broking 66120 – Securities and Commodity contracts brokerage

100%

3) Particulars of Holding, Subsidiary and Associate Companies:

Name and Address of the Company CIN/GLN

Satellite Corporate Services Private LimitedB-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400 072 Tel: +91-22- 28520461/462 Fax: +91-22- 28511809 Email Id: [email protected] Website: www.satellitecorporate.com

2) Principal Business Activity of the Company:Name and Description of main Products / Services NIC Code of the Product / Service % to total turnover of the Company

Name, address and contact details of Registrar and Transfer Agent, if any

N.A.4) Shareholding Pattern:I) Category-wise Shareholding

Category of ShareholdersNo. of Shares held as at April 1, 2016 No. of Shares held as at March 31, 2017 % Change

during the year

24,29,852 24.85 Monal Y Thakkar 23,81,852 24.36

14.34

A. Promoters

B. Public Share Holding(1) Institutions

(2) Non-Institutiona) Bodies Corporate

b) Individuals**

c) Others (specify)

II) Shareholding of Promoters & Promoters GroupShareholding as at Date wise Increase/Decrease in Cumulative Shareholding as at

Name

14,02,500 Chirag Thakkar

16,90,100

(III) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)Shareholding as at Date wise Increase/Decrease in Cumulative Shareholding as at

17.28

10,61,300 10.85 12.09 11,82,500 Yashwant Amratlal Thakkar

5,00,600 5.12 Veena Thakkar 4,55,000.00 4.65

^Pursuant to Income Tax Settlement Order

17


No. ofShare

% of totalshares of

the CompanyDate



Share

% of totalshares of

the Company

No. ofShare

% of totalshares of

the Company15-Apr-16 (4,28,400) Market Sell 5,36,400 5.49 13-May-16 (4,12,800) Market Sell 1,23,600 1.26 03-Jun-16 (25,200) Market Sell 98,400 1.01 24-Jun-16 (49,200) Market Sell 49,200 0.50 30-Jun-16 1,200 Market Buy 50,400 0.52 08-Jul-16 (46,800) Market Sell 3,600 0.04 22-Jul-16 (1,200) Market Sell 2,400 0.02 29-Jul-16 1,41,600 Market Buy 1,44,000 1.47

05-Aug-16 (97,200) Market Sell 46,800 0.48 19-Aug-16 (21,600) Market Sell 25,200 0.26 02-Sep-16 25,200 Market Buy 50,400 0.52 07-Oct-16 (25,200) Market Sell 25,200 0.26 23-Dec-16 (24,000) Market Sell 1,200 0.01 31-Dec-16 46,800 Market Buy 48,000 0.49 20-Jan-17 (46,800) Market Sell 1,200 0.01 27-Jan-17 1,16,400 Market Buy 1,17,600 1.20 03-Feb-17 (1,03,200) Market Sell 14,400 0.15 10-Feb-17 40,800 Market Buy 55,200 0.56 17-Feb-17 (16,800) Market Sell 38,400 0.39 17-Mar-17 14,400 Market Buy 52,800 0.54 24-Mar-17 46,800 Market Buy 99,600 1.02 31-Mar-17 (43,200) Market Sell 56,400 0.58

Ashok Vaswani 4,81,200 4.92 - - - - 4,81,200 4.92 Deepakkumar Vaswani 3,80,400 3.89 - - - - 3,80,400 3.89 Rajesh Vaswani 4,52,400 4.63 - - - - 4,52,400 4.63

06-May-16 (2,00,000) Market Sell 2,84,800 2.91 13-May-16 (25,200) Market Sell 2,59,600 2.65 17-Jun-16 (1,92,000) Market Sell 67,600 0.69 24-Jun-16 (48,000) Market Sell 19,600 0.20 30-Jun-16 (3,600) Market Sell 16,000 0.16 08-Jul-16 (3,600) Market Sell 12,400 0.13 29-Jul-16 49,800 Market Buy 62,200 0.64

05-Aug-16 (48,000) Market Sell 14,200 0.15 12-Aug-16 1,200 Market Buy 15,400 0.16 02-Sep-16 19,200 Market Buy 34,600 0.35 07-Oct-16 21,600 Market Buy 56,200 0.57 03-Feb-17 (1,200) Market Sell 55,000 0.56 10-Feb-17 (48,000) Market Sell 7,000 0.07 17-Feb-17 (6,000) Market Sell 1,000 0.01 10-Mar-17 77,000 Market Buy 78,000 0.80 31-Mar-17 (14,400) Market Sell 63,600 0.65 22-Apr-16 96,000 Market Buy 2,96,400 3.03 13-May-16 96,000 Markey Buy 3,92,400 4.01 20-May-16 48,000 Markey Buy 4,40,400 4.50 10-Jun-16 2,37,600 Markey Buy 6,78,000 6.93 17-Jun-16 2,40,000 Markey Buy 9,18,000 9.39 24-Jun-16 2,40,000 Markey Buy 11,58,000 11.84 30-Jun-16 1,44,000 Markey Buy 13,02,000 13.31 08-Jul-16 48,000 Markey Buy 13,50,000 13.81

12-Aug-16 2,400 Markey Buy 13,52,400 13.83 Ashwin P Shah 50,000 0.51 - - - - - 50,000 0.51

05-Aug-16 84,000 Market Buy 84,000 0.86 30-Sep-16 21,600 Market Buy 1,05,600 1.08 08-Apr-16 16,800 Market Buy 20,800 0.21 15-Apr-16 2,400 Market Buy 23,200 0.24 22-Apr-16 (22,800) Market Sell 400 0.00 06-May-16 1,200 Market Buy 1,600 0.02 20-May-16 1,200 Market Buy 2,800 0.03 23-Dec-16 20,000 Market Buy 22,800 0.23 06-Jan-17 48,000 Market Buy 70,800 0.72 27-Jan-17 1,200 Market Buy 72,000 0.74 10-Feb-17 (40,800) Market Sell 31,200 0.32 17-Feb-17 (30,000) Market Sell 1,200 0.01 24-Feb-17 9,600 Market Buy 10,800 0.11 10-Mar-17 80,000 Market Buy 90,800 0.93 24-Mar-17 14,400 Market Buy 1,05,200 1.08

DEVANG RAJNIKANT SHAH - - 10-Feb-17 (1,08,000) Market Buy 108000 1.10 1,08,000 1.10

(IV) Shareholding of Directors and Key Managerial Personnel

No. ofShare

% of totalshares of

the CompanyDate



Share

% of totalshares of

the Company

No. ofShare

% of totalshares of

the Company

2,00,000 Ultimate Beneficiary^ 16,02,500 16.39

29-Mar-17 (13,52,400) Sell 2,50,100 2.56 29-Mar-17 14,40,000 Buy 16,90,100 17.28

Alkesh Patel - - - - - - - - - Shankar Bhagat - - - - - - - - - Saurabh Shah - - - - - - - - - Bhumi Patel - - - - - - - - - Rushika Parekh - - - - - - - - - Baldev Patel - - - - - - - - -

^Pursuant to Income Tax Settlement Order

5) Indebtness

6) Remuneration of Directors and Key Managerial PersonnelA) Remuneration to Managing Director, Whole-time Directors and/or Manager (Amt. in INR)

Particulars of Remuneration

Gross salary

4,000 Jhaveri Trading and Investment Private Limited

1,05,200 1.08

63,600 0.65

4.96 4,84,800 Vicky R Jhaveri

2.05 2,00,400 Gujarat Natural Resources Limited

13,52,400 13.83

MPSE Securities Limited

Name

Shareholding as at April 1, Date wise Increase/Decrease in Cumulative Shareholding as at March 31,

-

ParticularsIndebtness at the beginning of the financial year

i) Principal Amount ii) Interest due but not paid

Chirag Thakkar 14,02,500 14.34

16,90,100

3811,41,426 -

Total IndebtednessDepositsUnsecured Loans

- 3811,41,426 - -

Reduction Net Change B

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Total C (i+ii+iii)

(1000,00,000)

-

-

-

2088,00,000 - -

2088,00,000

1969,03,576 -

-

-

(1650,67,123)

2088,00,000

1088,00,000 (842,37,851)

- -

Name

Ase Capital Markets Limited

0.04

2896,29,272

17.28

*The trading in the shares of the Company took place on daily basis, therefore the date wise increase/ decrease in Shareholding is taken on the basis of weekly benpoze.

Secured Loans excluding

2811,41,426 - -

2811,41,426

808,29,272

*The trading in the shares of the Company took place on daily basis, therefore the date wise increase/ decrease in Shareholding is taken on the basis of weekly benpoze.

1,05,600 1.08 -

1000,00,000

iii) Interest accrued but not due Total A (i+ii+iii)

Change in Indebtedness during the financial year

Additions

- 1969,03,576

Name of the MD/WTD/Manager

56,400 0.58

9.87 9,64,800

-

- -

-

Total Amount

(2650,67,123) 245,62,149

4057,03,576 - -

4057,03,576

18


(a) Salary as per provisions contained in section (b) Value of perquisites u/s 17(2) of the Income (c) Profits in lieu of salary under section 17(3) of

Stock optionSweat EquityCommission

as % of profitothers (specify)

Others, please specifyTotal (A)

(Amt. in INR)Particulars of Remuneration

Gross salary(a) Salary as per provisions contained in section (b) Value of perquisites u/s 17(2) of the Income (c) Profits in lieu of salary under section 17(3) of

Stock optionSweat EquityCommission

as % of profitothers (specify)

Others, please specifyTotal

* Appointed w.e.f. February 29, 2016 # appointed w.e.f. August 17, 2015

7) Penalties/ Punishment/ Compounding of OffencesSection of

the Companies

Act

Authority (RD/ NCLT/

Court)

Appeal made if any (givedetails)

A. Company

B. Directors

C. Other Officers in Default

For and on bhalf of Board of DirectorsAmrapali Capital and Finance Services Limited

Chirag Thakkar Alkesh PatelPlace: Ahmedabad Managing Director DirectorDate: September 4, 2017 DIN 01993020

2,16,000 -

2,16,000 -

Total Amount

- 2,16,000

-

- - - -

- -

Rushika Parekh*Name of the KMP

Baldev Patel#

- -

- 2,16,000

Name of the KMP

B) Remuneration to other Directors: The Company has not paid any remuneration to other Directors.

C) Remuneration to key Managerial Personnel Other than MD/Manager/WTD

- -

1,44,000 -

1,44,000.00 - - -

- - - -

PunishmentCompounding

PenaltyPunishment N.A.

N.A.

- 1,44,000

- -

- - - - -

1,44,000.00

- - - - -

0

DIN 00189943

PunishmentCompounding

Penalty

- -

N.A. N.A. N.A. N.A. N.A.

Details of Penalty/ Punishment/ Compounding

fees imposed Brief DescriptionType

N.A. N.A.

N.A. N.A.N.A.

N.A.

N.A.

N.A.Compounding

Penalty

- -

19


Annexure – 4 SECRETARIAL AUDIT REPORT

Form No. MR-3 For the financial year ended March 31, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Amrapali Capital and Finance Services Limited I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Amrapali Capital and Finance Services Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2017, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 according to the provisions of: i. The Companies Act, 2013 (‘the Act’) and the rules made there under as applicable; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; iii. The Depositories Act,1996 and the Regulations and Bye-laws framed there under; iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015. v. Secretarial Standards issued by the Institute of Company Secretaries of India. During the period under review the Company has complied with the provisions of the Act, Rules made thereunder, Regulations, guidelines etc. mentioned above. Further being a Self-Clearing Member in the Equity Segment of NSE, BSE & MCX-SX and Clearing Member in NSE F & O and NSE Currency Segment, Trading member of MCX-SX FO, MCX-SX Currency & BSE F & O Segment and Depository Participant of NSDL, followings are few of specific applicable laws to the Company, which requires approvals or compliances under respective Acts or Regulations and there are few general applicable laws to the Company which requires approvals or compliances under the respective laws, as list out in the Annexure A. i. SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992; ii. Forward Contracts (Regulation) Act, 1952 and rules made there under; iii. Rules, Regulations circulars and Byelaws of the National Stock Exchange of India Limited and the

Clearing Corporation (NSCCL); iv. Rules, Regulations circulars and Byelaws of the BSE Limited and the Clearing Corporation (ICCL); v. Rules, Regulations circulars and Byelaws of the Metropolitan Stock Exchange of India Limited; In this regard, we have checked the compliances made to various stock exchanges, commodity exchange, Depository (NSDL). During the period under review the Company has generally complied with the provisions of the Act, Rules and regulations mentioned. During the Period under review, provisions of the following Acts, Rules, Regulations, Guidelines, Standards, are not applicable to the Company:

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i. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

ii. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; iii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; iv. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; - Not applicable as the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Satellite Corporate Services Private Limited as Registrar & Share Transfer Agent as per Listing Regulations (erstwhile “Listing Agreement” entered between the Company and BSE Limited (SME Segment)).

v. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; vi. The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; vii. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; I further report that - The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. I further report that - There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that – During the audit period, there were no specific events/ actions having a major bearing on the operations of the Company’s affairs happened during the audit period.


Anand Lavingia Practicing Company Secretary

ACS No.: 26458 COP No. 11410 Note: This Report is to be read with my letter of above date which is annexed as Annexure A and Annexure B and forms an integral part of this report.

21


Annexure A List of major Specific Acts applicable to the Company

1. Gujarat Stamp Act, 1958 2. Equal Remuneration Act, 1976 and Rules, 1976 3. Minimum Wages Act,1948 & Rules there under 4. Workmen’s Compensation Act,1923 & Rules there under 5. Payment of Bonus Act,1965 & the Payment of Bonus Rules,1975 6. Payment of Wages Act,1936 & Rules there under 7. Payment of Subsistence Allowance Act & Rules 8. Industrial Establishment (National & Festival Holidays) Act 9. Transfer of Property Act,1882 10. The Indian Contract Act, 1872 11. Negotiable Instrument Act,1881 12. Sales of Goods Act,1930 13. Arbitration & Conciliation Act,1996 14. Bombay Stamp Act, 1908 (as applicable to Gujarat State) 15. Intellectual Property Law-Trade Marks 16. Registration Act, 1908

Annexure B To, The Members Amrapali Capital and Finance Services Limited My report of even date is to be read along with this letter. 1. Maintenance of secretarial records is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of secretarial records. The verification was done based on the records and documents provided to me, on test basis, to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

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

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.


Anand Lavingia Practicing Company Secretary

ACS No.: 26458 COP No. 11410

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Management Discussion and Analysis Report

Economic & business environment During FY 2016-17, the global economy gained momentum on a long-awaited cyclical recovery in investment, manufacturing and trade, especially in advanced economies. Growth in the US picked up, as firms were more confident of demand prospects and inventory drag declined considerably (after five quarters). The UK witnessed solid growth, led by a revival in spending despite the impact of the June 2016 referendum in favour of leaving the European Union (Brexit). Activity picked up in Japan on strong net exports, while growth in Germany and Spain was also supported by strong domestic demand. Emerging market and developing economies saw a mixed performance over the same period. While growth in China was better than expected on continued policy reform stimulus, activity weakened in some Latin American economies that have beenmired in recession, such as Argentina and Brazil. In addition, geopolitical tension in the Middle East and Turkey threatened growth outlook, while firmer oil prices supported development in Russia. India had been in a ‘sweet spot’ for the last two years. This year (FY2016-17) has been marked by several historic economic policy developments like implementation of the Goods and Services tax (GST), demonetisation of large currency notes and Brexit and the US elections which could have possible implications on the Indian economy. As per the latest advanced estimates of GDP released by the Central Statistics Office, India’s GDP is expected to grow at a rate of 7.1% in FY2016-17, as against 7.9% in FY2015-16. Supported by improved external trade balance, positive agricultural crop outlook and revision in civil servant wages, private consumption is the likely driving factor for the economy. While agricultural growth improved to 4.4% in FY2016-17 from 0.8% in FY2015-16, industry and services sector posted a weak performance with growth at 5.8% and 7.9% in FY16-17, respectively (compared to 8.2% and 9.8% in FY2015-16, respectively). Monthly inflation, as measured by the Consumer Price Index (CPI), has averaged slightly higher than RBI’s medium-term target (4%) at 4.5% in FY2016-17. Inflation has moderated in FY2016-17 (as compared to 4.9% last year) mainly due to higher kharif/rabi crop production at 9.9%/6.3% (vs. -2.3%/-2.0% last year) and decline in pulses price. The Central Bank has raised its FY2017- 18 inflation target (4.5% in H1 and 5% in H2), The fiscal consolidation path remains on track, as the Government achieved its fiscal deficit target of 3.9% of GDP in FY2015-16 and is well on its way to meet the lower fiscal deficit target of 3.5% of GDP in FY2016- 17. Further reduction in subsidies and tax reforms, including the implementation of the recently approved GST, would be needed to meet fiscal consolidation over the medium-term. India’s external account balance appears to be in a better position after the successful redemption of Foreign Currency Non Resident (FCNR) deposits in late 2016. The current account deficit (CAD) to GDP ratio has declined to approximately 1.1% in FY2016-17 from 1.3% in FY2015-16. India’s trade deficit also declined by 10.5% in FY2016-17 to USD 105 billion, compared to USD 118 billion in the previous fiscal. This was primarily on account of a rise in exports to USD 274 billion from USD 262 billion during the same period. Meanwhile, imports remained largely unchanged at USD 380 billion for the year. Lower trade deficit coupled with modest growth in invisibles resulted in CAD remaining at comfortable levels. India’s foreign exchange reserves were at an all-time high of USD 370 billion at end March 2017 (compared to USD 356 billion at end-March 2016). As a result, the import cover ratio - an important indicator of a country’s external sector vulnerability – has risen to 12 months. Outlook The outlook for the Indian economy remains robust. Over the medium-term, the economy is expected to pick up pace on implementation of key reforms, loosening of supply-side bottlenecks and appropriate fiscal and monetary policies. In the recent World Economic Outlook (April 2017), the IMF projected that India could grow at 7.2% and 7.7% in FY2017-18 and FY2018- 19, respectively, primarily supported by implementation of key structural reforms and the successful adoption of the long awaited Goods and Services Tax (GST).

Risks and concerns While the fundamentals of the Indian economy remain strong, the domestic capital markets and, especially, the inflow of foreign funds are to a large extent susceptible to the developments in the global economy. However, with key policy changes and domestic growth expectations within the country and improvement in global economy, these risks would be largely mitigated.

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Internal control systems and their adequacy The Internal Control is intended to increase transparency and accountability in an organization’s process of designing and implementing a system of internal control. The Company has successfully laid down the framework and ensured its effectiveness. The Company has in place a well-defined system to record data for accounting and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with global best practices. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the organization to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. M/s. Mehul Thakker & Co , Internal Auditor has issued internal audit report and monitors internal control system.

Financials The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, including revised Schedule III, Generally Accepted Accounting Principles (GAAP) in India and as per the applicable Accounting Standards laid down by the Institute of Chartered Accountants of India. A well known and reputed firm of Chartered Accountants performs the audit and they have confirmed that our practices are as stringent and complete as internationally. Consolidated Financial statements have also been presented in this Annual Report.

Financial performance (2016-17) Financial Results (Rs. In lakh) Particulars F.Y. 2016-17 F.Y. 2015-16 Revenue from Operations 5211.29 (149.53) Other Income 671.56 664.70 Total Revenue 5882.85 515.17 Less: Total Expenses 5565.64 241.13 Operating Profits before Depreciation, Finance Cost and Tax 317.21 274.04 Less: Depreciation 57.55 34.95 Finance Cost 218.39 137.86 Profit / (Loss) Before Tax and Exception item 41.27 101.22 Less: Current Tax 8.60 35.00 Add : Deferred Tax Asset/(Liability) (4.17) (1.64) Profit / (Loss) after Tax 28.50 64.58 Review of Business Operation During the financial year 2016-17, the total revenue of the Company stood at Rs. 5882.85 Lakh as compare to that of Rs. 515.17 Lakh in the previous financial year 2015-16 resulting in to 10 times more revenue than that of previous year. The main reasons of increase in the revenue is, in the financial year 2016-17, that the Company has purchased Bond which was sold at loss and hence the profit of the Company was also affected due to this. The Net Profit after Tax for the financial year stood at Rs. 28.50 Lakh as against that of Rs. 64.58 Lakh in previous year 2015-16 i.e. decrease in profit by 44.13% against previous year. Human Resources One of the key pillars of the Company's business is its people. The Company's HR policies and practices are built on Amrapali Group core values of Integrity, Passion, Speed, Commitment and Seamlessness. The Company's focus is on recruitment of good talent and retention of the talent pool. The Company is hopeful and confident of achieving the same to be able to deliver results and value for our shareholders. As on March 31, 2017, the total employees on the Company's rolls stood at 25.

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Cautionary Note Statements in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. These statements are subject to certain risks and uncertainties. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The actual results may be different from those expressed or implied since the Company's operations are affected by many external and internal factors, which are beyond the control of the management. Hence the Company assumes no responsibility in respect of forward-looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

25


Independent Auditor’s Report To The Members of AMRAPALI CAPITAL AND FINANCE SERVICES LIMITED Report on the Standalone Financial Statements: We have audited the accompanying Standalone Financial Statements of Amrapali Capital and Finance Services Ltd (“the Company”), which comprise the Balance Sheet as at March 31, 2017 the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2017, and a summary of significant accounting policies and other explanatory information for the year ended as on 31st

Management’s Responsibility for the Standalone Financial Statements: March, 2017.

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“ the Act” ) with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are responsible and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility: Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by company’s directors as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; of the state of affairs of the company as at 31st

Report on Other Legal and Regulatory Requirements:

March 2017 and its profit and loss and its cash flows for the year ended on that date.

1. As required by the Companies (Auditor’s Report) Order, 2016 (“theOrder”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “AnnexureA” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that: a) we have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books 26


c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of written representations received from the directors as on March 31, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” and

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of our information and according to the explanations given to us:

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

ii. The Company did not have any long-term contract including derivative contracts for

which there were any material foreseeable losses; hence the company need not make any provision.

iii. There has been no delay in transferring amounts or no amount is required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.

iv. The Company has provided requisite disclosures in its financial statements as to

holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 27 to the financial statements.

For, Doshi Maru & Associates.

Chartered Accountants

Shashank P Doshi Partner

Membership No.: 108456 FRN: 0112187W

Date: May 30, 2017 Place: Jamnagar

27


ANNEXURE “A” TO AUDITOR’S REPORT The Annexure referred to in Independent Auditors’ Report to the members of the company on the standalone financial statements for the year ended 31st

March, 2017, we report that:

(i) In respect of Its Fixed Assets:

a) The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

b) These fixed assets were physically verified by the management during the year. We have

been informed that no material discrepancies were noticed on such physical verification.

c) According to the information and explanation given to us, the company does not own any immovable property. Hence paragraph 3(i)(c)of the Order is not applicable.

(ii) The stock of inventory has been physically verified during the year by the Management at

reasonable intervals, except stock lying with third parties. Confirmations of such stocks with third parties have been obtained by the Company in most of the cases.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189of the Act. Thus, paragraph 3(iii) of the order is not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the Company has not made any loans, guarantees and investments covered under the provisions of section 185 and 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2014 with regard to the deposits accepted from the public are not applicable.

(vi) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

(vii) In respect of Statutory Dues: a. According to the information and explanations given to us and on the basis of our examination

of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income tax, sales-tax, value added tax, duty of customs, duty of excise, service tax, cess and other material statutory dues as applicable have been regularly deposited during the year by the company with the appropriate authorities. According to the information and explanations given to us, no undisputed dues were in arrears as at 31st

March, 2017 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, there are no dues of Income tax, sales-tax, duty of excise, duty of customs, service tax and value added tax which have not been deposited with the appropriate on account of any dispute except as follows:

i) The company does not have any default in repayment of dues of loans or borrowings from any

financial institution, banks, government or debenture holders during the year. ii) During the year the company did not raise any money by way of initial public offer or further public

offer (including debt instruments) and term loans. Accordingly, paragraph 3 (ix) of the order is not applicable.

28


iii) According to the information and explanation given to us, no material fraud by the company or on

the company by its officers or employees has been noticed or reported during the course of our audit.

iv) Based upon the audit procedures performed and the information and explanations given by the

management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

v) In our opinion and according to the information and explanations given to us, the Company is not a

Nidhi Company. Accordingly, paragraph 3(xii) of the order is not applicable.

vi) According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

vii) According to the information and explanations given to us and based on our examination of the

records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

viii) According to the information and explanation given to us and based on our examination of the

records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the paragraph 3(xv) of the order is not applicable.

ix) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934in pursuance of the Master Circular – Exemptions from the provisions of RBI Act, 1934 vide Circular No. RBI/2015-16/15 DNBR (PD) CC.No. 052/03.10.119/2015-16 dated July 01, 2015 as the company is doing the business of stock broker on National Stock Exchange by holding the Certificate of Registration as Trading and Clearing Member issued by SEBI (Stock Brokers and Sub-Brokers) Regulation, 1992 and also holding the Certificate of Registration as Participant issued by SEBI (Depositories and Participants) Regulations, 1996. The company is carrying on the business of stock broker and holding Certificate under section 12 of Securities and Exchange Board of India Act, 1992.






29


ANNEXURE “B” TO AUDITOR’S REPORT Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act') We have audited the internal financial controls over financial reporting of Amrapali Capital Finance Services Ltd (“the Company”) as of 31st March, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the 'Guidance Note') issued by the Institute of Chartered Accountants of India (the 'ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over

30


financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.






31


AMRAPALI CAPITAL & FINANCE SERVICES LIMITED Balance Sheet as at 31st March, 2017

(Amount in Rupees) Particulars Note

No As at March 31, 2017 As at March 31, 2016

I. Equity and Liabilities (1) Shareholder's Funds (a) Share Capital 1 977,86,000.00 977,86,000.00 (b) Reserves and Surplus 2 7167,96,476.43 7139,46,272.93 (c) Money received against share warrants (2) Share application money pending allotment (3) Non-Current Liabilities (a) Long-term borrowings 3 28,99,805.00 - (b) Deferred tax liabilities (Net) 4 - - (c) Other Long term liabilities 5 29,35,334.00 23,37,436.00 (d) Long term provisions - - (4) Current Liabilities (a) Short-term borrowings 6 4028,03,770.70 3811,41,426.24 (b) Trade payables 7 4,23,103.52 14,76,615.89 (c) Other current liabilities 8 2475,13,866.07 933,36,140.50 (d) Short-term provisions 9 21,59,131.00 40,22,500.00 Total 14733,17,486.72 12940,46,391.56 II. Assets (1) Non-current assets (a) Fixed assets (i) Tangible assets 10 426,32,694.45 370,94,928.18 (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - - (b) Non-current investments 11 7,23,295.00 7,23,295.00 (c) Deferred tax assets (net) 4 2,26,059.37 6,42,849.00 (d) Long term loans and advances 12 832,92,592.44 832,90,592.00 (e) Other non-current assets 13 4297,71,492.00 4003,26,692.00 (2) Current assets (a) Current investments - - (b) Inventories 14 1847,96,851.00 1623,27,259.00 (c) Trade receivables 15 92,445.85 1,03,321.28 (d) Cash and cash equivalents 16 6030,04,459.43 4540,25,678.48 (e) Short-term loans and advances 17 1070,11,151.18 463,53,420.77 (f) Other current assets 18 217,66,446.00 1091,58,355.85 Total 14733,17,486.71 12940,46,391.56 See accompanying Significant Accounting Policies and Notes forming part of the financial statements As per our Report of Even Date attached herewith. For Doshi Maru & Associates FOR, AMRAPALI CAPITAL & FINANCE SERVICES LTD Chartered Accountants. Chirag Thakkar Alkesh Patel Managing Director Director Shashank P Doshi DIN:01993020 DIN:00189943 Partner M. No. 108456 FRN : 0112187W Date : May 30, 2017 Baldev M. Patel Rushika T. Parekh

Place : Jamnagar Chief Financial Officer Company Secretary & Compliance Officer

32


AMRAPALI CAPITAL & FINANCE SERVICES LIMITED Statement of Profit and Loss for the year ended on 31st March, 2017

(Amount in Rupees) Particulars Note

No For the year ended March 31, 2017

For the year ended March 31, 2016

I. Revenue from operations 19 5211,29,136.52 (149,53,277.17) II. Other Income 20 671,55,728.83 664,69,773.37 III. Total Revenue (I + II) 5882,84,865.35 515,16,496.20 IV. Expenses: Purchase of Stock-In-Trade 21 5486,38,130.14 - Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

22 (224,69,592.00) (566,44,832.00)

Employee benefit expense 23 47,02,142.00 48,35,997.00 Financial costs 24 218,38,971.56 137,86,376.98 Depreciation and amortization expense 25 57,54,542.73 34,95,497.00 Other expenses 26 256,93,677.79 759,21,685.29 Total Expenses 5841,57,872.22 413,94,724.27 V. Profit before exceptional and extraordinary items and tax (III-IV)

41,26,993.13 101,21,771.93

VI. Exceptional Items - - VII. Profit before extraordinary items and tax (V - VI)

41,26,993.13 101,21,771.93

VIII. Extraordinary items - - IX. Profit before tax (VII - VIII) 41,26,993.13 101,21,771.93 X. Tax expense: (1) Current tax 8,60,000.00 35,00,000.00 (2) Excess/(Short) Provision of Incometax relating to Prior Years

- -

(3) Deferred tax Expense/(Income) 4,16,789.63 1,63,902.00 XI. Profit(Loss) for the period from continuing operations (IX-X)

28,50,203.50 64,57,869.93

XII. Profit/(Loss) from discontinuing operations XIII. Tax expense of discounting operations XIV. Profit/(Loss) from Discontinuing operations (XII - XIII)

XV. Profit/(Loss) for the period (XI + XIV) 28,50,203.50 64,57,869.93 XVI. Earning per equity share: (1) Basic 0.29 0.66 (2) Diluted 0.29 0.66 See accompanying Significant Accounting Policies and Notes forming part of the financial statements As per our Report of Even Date attached herewith. For Doshi Maru & Associates FOR, AMRAPALI CAPITAL & FINANCE SERVICES LTD Chartered Accountants. Chirag Thakkar Alkesh Patel Managing Director Director Shashank P Doshi DIN:01993020 DIN:00189943 Partner M. No. 108456 FRN : 0112187W Date : May 30, 2017 Baldev M. Patel Rushika T. Parekh


33


Cash Flow Statement for the year ended 31 March, 2017 (Amount in Rupees)

Particulars For the year ended 31st March 2017

For the year ended 31st March 2016

Rs Rs Rs Rs A. Cash flow from operating activities

Net Profit / (Loss) Before extraordinary items and tax

41,26,993.13 101,21,771.93

Adjustments for: Depreciation and amortisation 57,54,542.73 34,95,497.00 Finance costs 218,38,971.56 137,86,376.98 Interest income (649,97,946.03) (592,59,940.72) Tax on Net Additional Income offered in Settlement Commission

- (107,90,500.00)

(374,04,431.74) (527,68,566.74) Operating profit / (loss) before working capital changes

(332,77,438.61) (426,46,794.81)

Changes in working capital: Adjustments for (increase) / decrease

in operating assets:

Inventories (224,69,592.00) (566,44,832.00) Trade receivables 10,875.43 (40,067.28) Long-term loans and advances (2,000.44) 37,36,489.00 Short-term loans and advances (606,57,730.41) 2428,65,400.23 Other Non- Current Assets (294,44,800.00) (3892,01,534.00) Other Current Assets 873,91,909.85 (605,26,597.85) Adjustments for increase / (decrease) in operating liabilities:

Trade payables (10,53,512.37) 9,75,715.71 Other current liabilities 1541,77,725.57 (100,80,446.50) Other long-term liabilities 5,97,898.00 3,29,629.00 Long-term provisions - - Short-term provisions (27,23,369.00) 40,22,500.00 1258,27,404.63 (2645,63,743.69)

925,49,966.02 (3072,10,538.50)

Cash flow from extraordinary items Cash generated from operations 925,49,966.02 (3072,10,538.50)

Net income tax (paid) / refunds - (35,00,000.00) Net cash flow from / (used in) operating activities (A)

925,49,966.02 (3107,10,538.50)

B. Cash flow from investing activities

Capital expenditure on fixed assets, including Pre-operative expenses

(112,92,309.00) (301,74,015.00)

Proceeds from Sale of Fixed Asset - 1,51,000.00 Realisation from Investments - 2,310.00 Inter-corporate deposits (net)

Interest received - Others 649,97,946.03 592,59,940.72 Net cash flow from / (used in) investing activities (B)

537,05,637.03 292,39,235.72

C. Cash flow from financing activities

Proceeds from Share Capital - Proceeds from Short-term borrowings 216,62,344.46 3811,41,426.24 Repayment of long-term borrowings 28,99,805.00 - Net increase / (decrease) in working capital borrowings

- -

Finance cost (218,38,971.56) (137,86,376.98) 34


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

27,23,177.90 3673,55,049.26

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

1489,78,780.95 858,83,746.48

Cash and cash equivalents at the beginning of the year

4540,25,678.48 3681,41,932.00

Cash and cash equivalents at the end of the year

6030,04,459.43 4540,25,678.48

Reconciliation of Cash and cash equivalents with the Balance Sheet:

Cash and cash equivalents as per Balance Sheet

6030,04,459.43

4540,25,678.48

Cash and cash equivalents at the end of the year *

* Comprises: (a) Cash on hand 1,92,146.34 9,07,665.00 (b) Balances with banks

(i) In current accounts 1809,65,542.09 313,09,673.48 (ii) In deposit accounts 4218,46,771.00 4218,08,340.00

6030,04,459.43 4540,25,678.48 Notes: (i)The Cash flow statement has been prepared by Indirect Method as prescribed in AS-3 "Cashflow Statement"

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

In terms of our report attached. For Doshi Maru & Associates FOR, AMRAPALI CAPITAL & FINANCE SERVICES LTD Chartered Accountants. Chirag Thakkar Alkesh Patel Managing Director Director Shashank P Doshi DIN:01993020 DIN:00189943 Partner M. No. 108456 FRN : 0112187W Date : May 30, 2017 Baldev M. Patel Rushika T. Parekh


35


NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED ON 31-03-2017 NOTE NO.- 2 RESERVES & SURPLUS PARTICULARS As at 31st March

2017 As at 31st March 2016

(1) SECURITIES PREMIUM RESERVE OPENING BALANCE 5227,74,000.00 5227,74,000.00 ADD: ADDITIONAL DURING THE YEAR - - TOTAL (1) 5227,74,000.00 5227,74,000.00 (2) PROFIT & LOSS ACCOUNT OPENING BALANCE 1911,72,272.93 1955,04,903.00 ADD: PROFIT / (LOSS) FOR THE YEAR 28,50,203.50 64,57,869.93 LESS: TAX PAID ON NET ADDITIONAL INCOME OFFERED BEFORE HONOURABLE SETTLEMENT COMMISSION

- 107,90,500.00

TOTAL (2) 1940,22,476.43 1911,72,272.93 TOTAL (1) + (2) 7167,96,476.43 7139,46,272.93 NOTE NO.- 3 LONG TERM BORROWINGS PARTICULARS As at 31st March


SECURED LOANS (a) TERM LOANS

FROM BANKS HDFC BANK LTD ( GJ-01-RS-5770 )(5123) 5,43,913.00 - HDFC BANK LTD- (GJ- 01- RU-7057(5141) 23,55,892.00 -

SUB TOTAL 28,99,805.00 - UNSECURED LOANS (a) FROM RELATED PARTIES - - (b) FROM OTHERS - - - - TOTAL 28,99,805.00 - NOTE NO.- 4 DEFERRED TAX LIABILITY/(ASSET) PARTICULARS As at 31st

March 2017 As at 31st March 2016

OPENING BALANCE OF DEFERRED TAX ASSET (6,42,849.00) (8,06,751.00) ADD : DEFERRED TAX INCOME FOR THE YEAR - - LESS : ADJUSTED AGAINST DEFERRED TAX LIABILITY 4,16,789.63 (1,63,902.00) TOTAL (2,26,059.37) (6,42,849.00) NOTE NO.- 5 OTHER LONG TERM LIABILITIES PARTICULARS As at 31st March


OTHERS - ARBITRAGER DEPOSIT 29,35,334.00 23,37,436.00 TOTAL 29,35,334.00 23,37,436.00

36


NOTE NO.- 6 SHORT TERM BORROWINGS PARTICULARS As at 31st March


SECURED LOANS (a) FROM BANKS 5791 HDFC BSE CLIENT A/C(BSE05791) 54,25,436 1,36,770 3179 HDFC BSE SETTL A/C(BSE3179) 450,86,912 - 4172 HDFC EX DUE A/C(HDFC4172) 8,84,290 - 1229 HDFC NSE FO SETT A/CT(H1229) 171,71,473 - 519 HDFC GEN A/C(HDFC519) 1156,23,212 2470,86,775 6137 HDFC NSE CLIENT A\C(HDFC6137) 97,41,049 2,42,923 HDFC BANK-LAS-A\C(00060340020787) 71,399 336,74,958 SUB TOTAL 1940,03,770.70 2811,41,426.24 UNSECURED LOANS (a) FROM RELATED PARTIES

CHIRAG THAKKAR 2088,00,000.00 - (b) FROM OTHERS

AFFLUENCE GEMS PVT LTD - 1000,00,000.00 SUB TOTAL 2088,00,000.00 1000,00,000.00 TOTAL 4028,03,770.70 3811,41,426.24 NOTE NO.- 7 TRADE PAYABLES PARTICULARS As at 31st March


(a) MICRO, SMALL AND MEDIUM ENTERPRISES (b) OTHERS

(i) FOR EXPENSES 4,23,103.52 14,76,615.89 TOTAL 4,23,103.52 14,76,615.89 NOTE NO.- 8 OTHER CURRENT LIABILITIES PARTICULARS As at 31st March


(i) CURRENT MATURITIES OF LONG TERM LIABILITIES HDFC BANK LTD ( GJ-01-RS-5770 )(5123) 8,52,552.00 - HDFC BANK LTD- (GJ- 01- RU-7057(5141) 31,28,700.00 - (ii) STATUTORY LIABILITIES

A. TDS 15,77,438.40 6,07,571.40 B. SERVICE TAX 1,47,050.38 92,074.67 C.STT - 4,66,430.22

(iii) ADVANCES FROM DEBOTRS (PARTY CONTROL) 1234,15,295.82 - (iv) OTHER PAYABLES 1183,92,829.47 921,70,064.21 TOTAL 2475,13,866.07 933,36,140.50 NOTE NO.- 9 SHORT TERM PROVISIONS PARTICULARS As at 31st March 2017 As at 31st March 2016 PROVISION FOR (A) EMPLOYEE BENEFITS - - (B) OTHERS (SPECIFY NATURE) (I) INCOME TAX 20,01,631 35,00,000 (II) AUDIT FEES 1,57,500.00 5,22,500.00 TOTAL 21,59,131.00 40,22,500.00

37


NOTE NO.- 12 LONG TERM LOANS AND ADVANCES PARTICULARS As at 31st March


(1) SECURITY DEPOSITS UNSECURED CONSIDERED GOOD 241,06,152.44 241,04,152.00 TOTAL (1) 241,06,152.44 241,04,152.00 (2)OTHER LOANS AND ADVANCES UNSECURED CONSIDERED GOOD 591,86,440.00 591,86,440.00 TOTAL (2) 591,86,440.00 591,86,440.00 TOTAL (1) + (2) 832,92,592.44 832,90,592.00 NOTE NO.- 13 OTHER NON-CURRENT ASSETS PARTICULARS As at 31st March


ARBITRAGE SECURITY DEPOSIT HARDIK VINODBHAI THAKKAR(0002) 50,496.00 50,496.00 NIRAV THAKKAR 14,000.00 - MOHIT GADARA 4,666.00 - DIPAK M. DANGAR(D046) 9,363.00 9,363.00 VIRENDER KAUR (H0040 ) 21,104.00 21,104.00 MANINDER SINGH (M028 ) 10,000.00 10,000.00 NIRMAL SHAH(N043) - PRAVIN HANSRAJBHAI VALA(P045) - SHAILESH R. KARIA(S044) 18,660.00 18,660.00 SHANTA H. CHAUDHARY(S11) 7,57,375.00 58,481.00 YATINDER SINGH RAWAT (Y0101 ) 7,891.00 7,891.00 ADVANCE TRANSACTION CHARGES (ALL SEGMENT) 69,088.00 69,088.00 SETTLEMENT APPLICATION FEES(1101) - - ABHISHEK JULKA(A049) - 1,520.00 ADESH KUMAR(A116) - 5,091.00 HIMANSHU K. CHOTALIYA(H048) 8,849.00 8,849.00 JIMIT CHAUHAN (J039 ) - 9,332.00 MEHUL V VISAVADIA(M040) - 6,816.00 NARESH KUMAR(N049) - 1,892.00 NIKHIL RAWAT (NI101 ) - 7,480.00 RAVI BIPINBHAI PAREKH(R046) - 1,543.00 RAM SWAROOP VYAS (RI101 ) - 4,657.00 SURESH CHAND(SI104) - 10,865.00 VIKAS KAUSHIK(VI102) - 2,798.00 YAMIT DHAROD(Y10127) - 20,766.00 OTHER ADVANCES ADVANCE FOR LAND 4288,00,000.00 4000,00,000.00 TOTAL 4297,71,492.00 4003,26,692.00 NOTE NO : 14 INVENTORIES PARTICULARS As at 31st March


STOCK-IN-TRADE 1847,96,851.00 1623,27,259.00 (Cost or NRV whichever is less as per FIFO Basis) - -

TOTAL 1847,96,851.00 1623,27,259.00

38


NOTE NO : 15 TRADE RECEIVABLE PARTICULARS As at 31st March


(UNSECURED AND CONSIDERED GOOD) OVER SIX MONTHS - - OTHERS 92,445.85 1,03,321.28

TOTAL 92,445.85 1,03,321.28 NOTE NO.- 16 CASH & CASH EQUIVALENTS PARTICULARS As at 31st March


(1) BALANCES WITH BANKS (i) IN CURRENT ACCOUNTS 1809,65,542.09 313,09,673.48 (ii) IN DEPOSIT ACCOUNTS 4218,46,771.00 4218,08,340.00 Margin money having less than 3 Month Initial maturity but more than 12 months

TOTAL (1) 6028,12,313.09 4531,18,013.48 (2) CASH ON HAND CASH ON HAND 1,92,146.34 9,07,665.00 TOTAL (2) 1,92,146.34 9,07,665.00 TOTAL (1) + (2) 6030,04,459.43 4540,25,678.48 NOTE NO.- 17 SHORT TERM LOANS & ADVANCES PARTICULARS As at 31st March


(1) LOANS AND ADVANCES TO EMPLOYEES UNSECURED, CONSIDERED GOOD ADVANCES GIVEN TO STAFF 3,25,435.11 1,52,600.00 TOTAL (1) 3,25,435.11 1,52,600.00 (2) LOANS AND ADVANCES TO OTHERS (i) BALANCE WITH GOVERNMENT AUTHORITIES UNSECURED, CONSIDERED GOOD 220,96,389.39 460,93,498.45 TOTAL (2) 220,96,389.39 460,93,498.45 (3) OTHERS UNSECURED, CONSIDERED GOOD 845,89,326.68 1,07,322.32 TOTAL (3) 845,89,326.68 1,07,322.32 TOTAL (1) + (2) + (3) 1070,11,151.18 463,53,420.77 NOTE NO.- 18 OTHER CURRENT ASSETS PARTICULARS As at 31st

March 2017 As at 31st March 2016

(i)OTHERS DEBTORS (NET OF PAYABLE) - 733,12,104.00 CLIENT MARGIN ACCOUNT - 140,18,390.85 SATELLITE CORPORATE SERVICES P LTD(5051) - 2,042.00 NAUTAM R. VAKIL & CO. (N061 ) - 5,618.00 MEHUL V VISAVADIA(RAJKOT BRANCH EXP)(10045) 15,000.00 15,000.00 INTERNAL FUND TRANSFER - 50,000.00

39


ASHOKBHAI R. PATEL (A0039 ) 25,000.00 25,000.00 ACCRUED INT.(ACC101) 217,26,446.00 216,82,735.00 PRE PAID INSURANCE - 47,466.00

TOTAL 217,66,446.00 1091,58,355.85 NOTE NO: 19 REVENUE FROM OPERATIONS PARTICULARS For the year ended

31st March 2017 For the year ended 31st March 2016

BROKERAGE 150,22,103.20 130,06,479.88 SURPLUS/(LOSS) FROM SHARE TRADING (596,86,110.81) (173,59,305.00) BOND SALES 5284,27,230.14 - COMMODITY TRADING 373,65,913.99 (106,00,452.05) TOTAL 5211,29,136.52 (149,53,277.17) NOTE NO : 20 OTHER INCOME PARTICULARS For the year ended 31st

March 2017 For the year ended 31st March 2016

INTEREST INCOME BANK INTEREST RECEIVED 105,46,334.30 125,81,448.72 RECEIVABLE BANK INTEREST 217,26,446.00 233,69,896.00 INTEREST RECEIVED 7,25,165.73 154,26,400.00 RECEIVABLE INTEREST 320,00,000.00 78,82,196.00 DIVIDEND INCOME DIVIDEND 4,09,639.15 4,82,245.26 OTHER INCOME KASAR 1,06,531.50 35,548.27 RENT INCOME 1,56,000.00 1,56,000.00 OTHER MISC. INCOME 31,928.75 64,754.89 DEMAT CHARGES 240.00 19,264.00 OTHER CHARGES 11,70,678.57 - AMC 82,004.83 73,500.00 FEES 1,97,360.00 1,98,259.91 WAREHOUSE RENT CHARGES - 13,085.32 BEN TO MARKET CHARGES - 465.00 LTCG - BSE LTD - 61,62,690.00 SLIP BOOK CHARGES 3,400.00 4,020.00 TOTAL 671,55,728.83 664,69,773.37 NOTE NO: 21 PURCHASE OF STOCK-IN-TRADE PARTICULARS For the year ended 31st


- - BOND PURCHASE 5486,38,130.14 - - - TOTAL 5486,38,130.14 -

40


NOTE NO: 22 CHANGES IN INVENTORY PARTICULARS For the year ended


OPENING STOCK (SHARES & SECURITIES) 1623,27,259.00 1056,82,427.00 LESS: CLOSING STOCK (SHARES & SECURITIES) 1847,96,851.00 1623,27,259.00 TOTAL (224,69,592.00) (566,44,832.00) NOTE NO: 23 EMPLOYEE BENEFIT EXPENSES PARTICULARS For the year ended 31st


SALARY EXPENSE 43,61,234.00 44,94,147.00 STAFF WELFARE EXPENSE 11,308.00 300.00 BONUS & BONI EXPENSE 3,29,600.00 3,41,550.00 TOTAL 47,02,142.00 48,35,997.00 NOTE NO: 24 DEPRECIATION PARTICULARS For the year ended 31st


DEPRECIATION 57,54,542.73 34,95,497.00 TOTAL 57,54,542.73 34,95,497.00 NOTE NO: 25 FINANCE COST PARTICULARS For the year ended 31st


(a) INTEREST EXPENSE :- (i) Borrowings 218,26,294.86 137,62,368.78 (ii) Others (TDS) 4,852.00 1,539.00 (b) OTHER BORROWING COSTS 7,824.70 22,469.20 TOTAL 218,38,971.56 137,86,376.98 NOTE NO: 26 OTHER EXPENSES PARTICULARS For the year ended


OPERATING EXPENSES ARBITRAGE-JOBBER EXPENSE 95,37,904.00 105,10,137.00 ANNUAL MEMBERSHIP FEES 51,000.00 17,500.00 PROCESSING FEES 1,005.00 4,76,527.00 C T T CHARGES 7,67,226.00 18,45,216.00 S T T -NSE (CM & FO) - 347,65,232.00 S T T -BSE (CM & FO) - 109,00,039.00 CDSL CHARGES 22,613.00 5,700.00 CONNECT TO NSE EXPENSE 2,40,000.00 2,40,000.00 CONSULTANCY FEE 21,25,700.00 59,80,000.00 DEMAT EXPENSE 55,549.93 77,525.00 ELECTRICITY EXPENSE 11,42,185.27 12,27,765.25

41


EXCHANGE EXPENSE 2,56,421.45 2,80,995.49 INTERNET EXPENSE 2,23,223.43 1,68,730.28 LEASEDLINE EXPENSE 11,39,921.59 7,41,647.16 NSDL EXPENSE 2,65,502.23 2,37,623.13 POP PORT-WAN-LASTMILE CHARGES 4,52,970.00 4,73,654.00 SEBI FEES FOR CLEARING MEMBER 8,272.89 - SEBI FEES ON TURNOVER 3,55,175.36 1,21,356.60 SERVICE CHARGES TO RTA 38,632.00 55,000.00 SELLING EXPENSES ADVERTISEMENT EXPENSE 32,460.23 44,072.43 BUSINESS PROMOTION - 29,218.00 COMMISSION AND BROKERAGE - 4,58,000.00 ESTABLISHMENT EXPENSES ANNUAL MAINTENANCE EXPENSE 8,10,734.00 13,99,490.78 ANNUAL SUBSCRIPTION EXPENSE 1,80,050.00 1,20,932.00 AUDIT & CONSULTATION FEES 1,50,000.00 5,00,000.00 COMPUTER REPAIRING EXPENSES 11,44,339.50 5,00,667.62 EXCHANGE PENALTY EXPENSE 2,225.29 154.00 FURNITURE REPAIRING - 550.00 INSURANCE EXPENSE 1,42,294.69 1,27,197.00 IMPACT FEES - 91,150.00 LEGAL EXPENSE 10,677.00 76,480.00 LOADING & UNLOADING EXP 4,350.00 5,600.00 MEDICAL EXPENSE 31,509.00 5,478.00 MISC EXPENSE 70,212.94 66,167.00 MUNICIPAL TAX 72,464.00 45,075.00 OFFICE EXPENSE 4,63,582.00 5,48,808.00 PETROL & CONVE. EXPENSE 5,68,871.00 5,16,206.00 POSTAGE & COURIER EXPANSE 68,838.64 62,832.00 PROFESSIONAL TAX 2,400.00 2,400.00 REFRESHMENT EXPENSE 3,06,472.00 2,81,400.00 REMESHIRE - 15,285.00 RENT EXPENSE 21,15,600.00 12,99,119.00 REPAIRS & MAINTANANCE 11,11,602.13 4,32,160.00 ROC EXPENSE 6,600.00 41,800.00 STATIONARY, PRINTING & XEROX EXP 1,96,621.00 1,72,710.00 STP CHARGES 502.50 23,750.00 TELEPHONE-MOBILE EXPENSE, LEASELINE EXPENSE 3,61,525.55 4,33,465.73 TRAVELLING EXPENSES 4,21,197.00 2,59,857.00 VEHICAL REPAIRING EXPENSE 6,52,729.17 1,66,292.60 VSAT EXPENSE 82,518.00 48,000.00 LISTING FEES - 22,720.22 TOTAL 256,93,677.79 759,21,685.29 NOTE NO. : 27

( I ) Significant Accounting Policies And Financial Statements:

Amrapali Capital & Finance Services Limited (‘The Company’) was incorporated on 20-05-1994 vide Certificate of Incorporation No. L65910DN1994PLC000362 under the Companies Act, 1956.The Company is engaged in the business of broking activities, shares trading, commodity trading and financing activities. The company is recognized broker of BSE & NSE and main activity of the company is broking activities.

COMPANY’S OVERVIEW :

( II )

(A)

SIGNIFICANT ACCOUNTING POLICIES :

Basis of Preparation of Financial Statements :

42


These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis, except Bonus and Municipal Taxes which are recorded on cash basis. These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 133 and other relevant provisions of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Revised Schedule III to the Companies Act, 2013.

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

(C)

The company has charged the depreciation on fixed assets on Straight Line Method based on the useful life of the assets as prescribed under Schedule II to the Companies Act 2013. On additions/deletions, pro rata depreciation has been provided.

Depreciation:

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

Revenue Recognition :

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

Fixed Assets :

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

(G)

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

RELATED PARTY TRANSACTIONS:-

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

Sr. No. Nature of Relationship Name of the Parties

1.

Key Managerial personnel

1. Alkesh Dashrathlal Patel 2. Shankar Prasad Bhagat 3. Chirag Yashwant Thakkar 4. Saurabh Balkrishna Shah 5. Mrs. Bhumi Patel

2. Relative of Key Managerial Person 1.Yashwant Thakkar 2.Chirag Thakkar 3.Chirag Thakkar HUF 4.Monal Thakkar 5.Rashmikant Thakkar 6.Juhi Thakkar 7.Yashwant Thakkar HUF

3. Associate Concern 1.Amrapali Fincap Limited 2.Amrapali Industries Ltd

(ii) Transactions with Related parties:

Sr. No

Name of Related

Nature of Relation

Nature of Transaction

Volume of Transaction Amount (Rs.)

Balance at the end of the Year

43


Parties with related parties

2016-17 2015-16 2016-17 2015-16

1 Chirag Yaswant Thakkar

Key Managerial Personnel (KMP)

Managerial Remuneration

2,16,000 2,16,000 - -

2 Yashwant Thakkar

Relative of KMP Advance Given for Land

40,00,00,000 42,88,00,000

40,00,00,000

Interest Received

(3,20,00,000)

3 Yashwant Thakkar

Relative of KMP Interest Paid - 7,38,940 - 3,41,93,146

4 Amrapali Fincap

Associate Concern

Rent Income 1,56,000 1,56,000 - 6,000

5 Amrapali Industries Ltd

Associate Concern

Brokerage Income

2,20,263 79,882 - -

6 Amrapali Fincap Ltd

Associate Concern

Brokerage Income

4,30,344 12,29,400 - -

7 Chirag Thakkar

Relative of KMP Brokerage Income

5,48,938 50,336 - -

8 Chirag Thakkar HUF


- 63,202 - -

9 Yashwant Thakkar


22,81,907 36,813 - -

10 Rashminkant Thakkar


53,230 12,242

11 Monal Thakkar


1,76,339 1,857 - -

12 Dharti Thakkar


12,327 15,434 - -

13 Juhi Thakkar Relative of KMP Brokerage Income

5,635 13,639 - -

14 Yashwant Thakkar HUF


7,126 - - -

(H)

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

EARNINGS PER SHARE:-

number of equity shares and dilutive potential equity shares outstanding at the end of the year. Particulars 2016-17 (Rs.) 2015-16 (Rs.)

a. Net profit after tax 28,50,203 64,57,870

b. Weighted Average numbers of Equity Shares

97,78,600 97,78,600

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c. Basic Earning per Share 0.29 0.66

d. Dilluted Earning per Share 0.29 0.66

(I) Tax expenses comprises of current tax and deferred tax:-

PROVISION FOR TAXATION :-

(i)

CURRENT TAX:-

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

DEFERRED TAXATION:-

In accordance with the Accounting Standard 22 – Accounting for Taxes on Income, prescribed under The Companies (Accounting Standards) Rules, 2006 (as amended), the deferred tax for timing differences between the book and tax profits for the year is accounted for by using the tax rates and laws that have been enacted or substantively enacted as of the Balance Sheet Date. Deferred tax assets arising from timing differences are recognized to the extent there is virtual certainty that the assets can be realized in future. Net outstanding balance in Deferred Tax Account is recognized as deferred tax liability. The deferred tax account is used solely for reversing timing difference as when crystallized.

The diferred tax liabilities recognized for the year ending as on 31st

March ,2017 comprise of the

following:

(Rs. In Lakhs) Components of deferred tax Liabilities are as under :-

Particulars Amount 31-3-2017 Amount 31-3-2016 Deferred Tax Assets/(Liabilities)

Block of Assets (Depreciation) 13.49 5.30

Net Differed Tax Asset/(Liability) 2.26 6.43

(J) Provisions Contingent liabilities and contingent assets:-

1. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources.

2. Contingent Assets are neither recognized nor disclosed in the financial statements. 3. Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet

Date.

(K) Disclosure On Specified Bank Notes (SBNs)

During the Year, the company has specified Bank notes or other denomination notes in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination wise SBN and other notes as per the notification is given below:

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Particulars SBNs Other Denomination notes

Total

Closing cash in hand as on November 8, 2016

- 8,07,904.00 8,07,904.00

(+) Permitted Receipts - - -

(-) Permitted Payments - 77,205.00 77,205.00

(-) Amount Deposited in banks - - -

Closing cash in hand as on December 30, 2016

- 7,30,699.00 7,30,699.00

For the purpose of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the Government India, in the Ministry of Finance, Department of Economic Affairs S.O.3407(E), dated the 8th

(II) November, 2016.

As regards the other Accounting Standards, they are statutorily applicable to our Company i.e. Amrapali Capital & Finance Services Limited but as there are no transactions inviting those Accounting Standards, no specific disclosures on the same are made.

GENERAL NOTES:

(III)

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

OTHER NOTES FORMING PART OF THE ACCOUNTS:

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

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

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

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

(6) Wherever external evidence in the form of cash memos / bills / supporting are not available, the internal vouchers have been prepared, authorized and approved.

(7) Inventories are as per the inventory taken, verified, valued and certified by the management.

(8)

The Company has not received information from vendors regarding their status under the Micro, Small & Medium Enterprise Development Act, 2006 and hence disclosure relating to the amount unpaid at the year-end together with the interest paid / payable under this Act has not been given.

Reporting under Micro, Small and Medium Enterprise Development Act, 2006

(9) Estimated amount of contracts remaining to be executed on capital account and not provided for: - NIL

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(10) The company’s is in a business of stock broking in NSE and BSE as trading & clearing member and has earned brokerage income. The company has also carried out the business of trading in shares & securities in cash segment. The company has also carried out the business of trading in futures & options in shares and trading in commodity derivatives.

For Doshi Maru & Associates FOR, AMRAPALI CAPITAL & FINANCE SERVICES LTD Chartered Accountants. Chirag Thakkar Alkesh Patel Managing Director Director Shashank P Doshi DIN:01993020 DIN:00189943 Partner M. No. 108456 FRN : 0112187W Date : May 30, 2017 Baldev M. Patel Rushika T. Parekh


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To, Satellite Corporate Services Private Limited

B-302, Sony Apartment, Opp. St. Jude High School, 90 ft. Road, Off Andheri Kurla Road, Jarimari, Sakinaka, Mumbai - 400 072

Dear Sir/Ma’am,

Sub: Updation of Shareholder Information Ref: Amrapali Capital and Finance Services Limited (CIN: L65910DN1994PLC000362)

I/we request you to record the following information against my/our folio no.;

Folio Number No of Shares Held

Name of the Shareholder 1. 2.

Address of The First Holder

Email Id

PAN Telephone No(s)

Specimen Signature(s) 1. 2.

Attestation By Bank Under Their Stamp Name of the officer Authorization Code Number Contact Number

I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete/incorrect information, I/we would not hold the Company /RTA responsible. I/We understand that the above details shall be maintained till I/we hold the securities under above folio number. Pursuant to Section 101 of the Companies Act, 2013 read with Rule made thereunder, I also give consent to the company to send the Notices, Annual Reports etc. through electronically. Place: ____________________________

Date: Signature of sole/ First Holder

Note:

1. Shareholders who hold the shares in demat mode are requested to update the details with their Depository Participant.

2. Members who hold shares in physical mode are requested to send this form duly filled and signed with their signature which shall be duly attested by their banker under their name, authorization code number, contact number and Account number with the bank.

3. Attach following documents along with form;

a) Attested copy of the PAN card. b) Attested copy of Aadhar Card/Passport/ration Card/Driving Licence/Voter Id (any one) (If PAN card

is not obtained)

c) Attested copy of latest utility Bill (Telephone/Electricity/Gas) (any one) (if the address is changed) d) In case of death of any holder kindly send attested copy of the death certificate.

48


Amrapali Capital and Finance Services Limited CIN: L65910DN1994PLC000362

Regd. Off: Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road Silvassa – 396 230 Corp. Off: 19, 20, 21 3rd Floor, Narayan Chambers, Behind Patang Hotel, Ellisbridge, Ashram Road, Ahmedabad – 380 009

Phone: +91-79- 2657 5105/06 Fax: +91-79-2657 9169 E-mail: [email protected] Web: www.amrapali.com ATTENDANCE SLIP

Regd. Folio No./DP Id No.*/Client Id No.* (*Applicable for investor holding shares in electronic form.)

No. of Shares held Name and Address of the First Shareholder (IN BLOCK LETTERS)

Name of the Joint holder (if any) I/we hereby record my/our presence at the twenty-third Annual General Meeting of Amrapali Capital and Finance Services Limited held on Saturday, September 30, 2017 at 11:00 a.m. at the registered office of the Company situated at Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road Silvassa – 396 230. ______________________________________ ___________________________ Member’s/Proxy’s Name in Block Letters Member’s/Proxy’s Signature Notes: Please fill up this attendance slip and hand it over at the entrance of the venue of meeting. Members are requested to bring their copies of the Annual Report to the AGM. -------------------------------------------------------------Please tear here-------------------------------------------------------------

PROXY FORM [Form No. MGT-11 - Pursuant to section 105(6) of the Companies Act, 2013 and Rules made there under]

Name of the member(s) Registered Address E-mail Id Folio No/Client Id

I/We, being the member (s) of....................................shares of the above named company, hereby appoint 1. Name: ____________________________________________________________________________________________________

Address: ___________________________________________________________________________________________________ E-mail Id:________________________________________________ Signature: ______________________________ or failing him

2. Name: ____________________________________________________________________________________________________ Address: ___________________________________________________________________________________________________ E-mail Id:________________________________________________ Signature: ______________________________ or failing him

3. Name: ____________________________________________________________________________________________________ Address: ___________________________________________________________________________________________________ E-mail Id:________________________________________________ Signature: _________________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the twenty-third Annual General Meeting and/or any adjournment thereof of Amrapali Capital and Finance Services Limited to be held on Friday, September 30, 2017 at 11:00 a.m. at the registered office of the Company situated at Shop No. 3, Ground Floor, Ashoka Complex, B/H. Woodland Hotel, Naroli Cross Road Silvassa – 396 230 and/or any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolution Vote (Optional see Note 2) (Please mention no. of shares

Ordinary businesses For Against Abstain 1. To receive, consider and adopt the Audited Financial Statements of the

Company for the financial year ended on March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon

2. To appoint a Director in place of Mrs. Bhumi Patel (DIN 07473437), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers herself for re-appointment

3. To Re-appointment Statutory Auditor and to fix their remuneration Special Businesses

4. Change in the designation of Mr. Alkesh Patel (DIN 00189943) to Non - Executive Director of the Company

Signed this..............................day of..................2017

____________________ ______________________ Signature of shareholder Signature of Proxy holder(s)

Note:

1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the Annual General Meeting (on or before September 29, 2017 at 11:00 a.m.)

2. It is optional to indicate your preference. If you leave the ‘for’, ‘against’ or ‘abstain’ column blank against any or all of the resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

Affix Revenue

Stamp of not less than

Rs. 1

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amrapali capital and finance services limited annual … · 2017-10-09 · amrapali capital and...

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