To the Members(s)
The Board of Directors hereby submits the report of the business and operations of
Amrapali Industries Limited ("the Company"), along with the audited financial
statements, for the financial year ended March 31, 2023.
FINANCIAL RESULTS
(AMOUNT IN LAKH)
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from operations |
29,06,844.11 |
30,17,287.60 |
Other Income |
417.16 |
159.07 |
Total Income |
29,07,261.27 |
30,17,446.67 |
Operating expenditure before Finance cost, depreciation and
amortization |
29,06,402.17 |
30,16,731.56 |
Earnings before Finance cost, depreciation and amortization (EBITDA) |
859.10 |
715.11 |
Less: Finance costs |
597.56 |
571.42 |
Less: Depreciation and amortization expense |
173.06 |
167.54 |
Profit/(Loss) before tax |
88.48 |
(23.84) |
Less: Tax expense: |
|
|
Current tax |
13.81 |
8.21 |
MAT Credit |
- |
(0.15) |
Deferred Tax |
2.40 |
10.14 |
Profit/(Loss) for the year (PAT) |
72.27 |
(42.02) |
YEAR AT A GLANCE
FINANCIAL PERFORMANCE
The revenue from operations is Decreased from Rs. 30,17,287.60 Lakh to Rs. 29,06,844.11
Lakh as compared to the previous Year. The revenue from operation was decreased by 3.66%
over the previous year. The Profit before Tax for the current year is Rs. 88.48 Lakh as
against the Loss before Tax of Rs. (23.84) Lakh in the previous year resulted into Profit
after tax of Rs. 72.27 Lakh as compared to Loss after tax of previous year of Rs. (42.02)
Lakh. Profit for FY 2022-23 as compared to previous year is due to Decrease in Operating
Expenditure.
DIVIDEND
In order to reserve funds for business, your Directors regret to declare any dividend
for the financial year 2022-23 (previous year Nil). The Company does not have any amount
of unclaimed or unpaid Dividend as on March 31, 2023.
AMOUNT TRANSFERRED TO RESERVE
During the year, the Company has not apportioned any amount to other reserve. The
profit earned during the year has been carried to the carry forward credit balance of
Profit and Loss account.
CHANGE IN NATURE OF BUSINESS
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has a wholly owned subsidiary named Amrapali Industries Global IFSC Limited
(WOS). However, WOS has not yet commenced operations.
Further, the Company does not have any joint venture or associate companies.
SHARE CAPITAL
The present Authorized Capital of the Company is Rs. 26,00,00,000 divided into
5,20,00,000 Equity Shares of Rs. 5.00 each. The present Issued, Subscribed & Paid-up
Capital of the Company is Rs. 25,70,52,820 divided into 5,14,10,564 Equity Shares of Rs.
5.00 each.
During the year under review, no change took place in the authorized and paid-up share
capital of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
The Constitution of the Board of Directors and other disclosure related to the Board of
Directors are given in the Report on Corporate Governance.
Board Meeting
Regular meetings of the Board are held at least once in a quarter, inter-alia, to
review the quarterly results of the Company. Additional Board meetings are convened, as
and when required, to discuss and decide on various business policies, strategies and
other businesses. The Board meetings are generally held at corporate office of the
Company. During the year, The Board of Directors of the Company met 09 (Nine) times, viz
May 30, 2022, July 29, 2022, August 08, 2022, August 10, 2022, August 20, 2022, September
28, 2022, November 14, 2022, December 15, 2022 & February 14, 2023. The details of
attendance of each Director at the Board Meetings and Annual General Meeting are given in
the Report on Corporate Governance.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) of
the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the
Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of
Conduct of the Company. Further, the Company has received declarations from all the
Independent Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the
circumstances which may affect their status as an Independent Director. Further, In the
opinion of the Board, all our Independent Directors possess requisite qualifications,
experience, expertise including the Proficiency and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules,2014.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and rules made there under and
Listing Regulations, the Company has three Non-Promoter Independent Directors. In the
opinion of the Board of Directors, all three Independent Directors of the Company meet all
the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A separate meeting of Independent Directors was held on
February 14, 2023 to review the performance of Non-Independent Directors and Board as
whole and performance of Chairperson of the Company including assessment of quality,
quantity and timeliness of flow of information between Company management and Board that
is necessary for the board of directors to effectively and reasonably perform their
duties. The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company at
www.amrapalispot.com/investors/upload/policy/T&C_OfAppointment_Of_Independent_Director.pdf.
The Company has received a declaration from the Independent Directors of the Company under
Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that
they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for
financial year 2022-23. The Board of Directors of the Company has taken on record the said
declarations and confirmation as submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. In the opinion of the Board, they fulfill the
conditions as Independent Directors and are independent of the Management. Further, all
the Independent Directors have registered themselves with Independent Directors' Data
Bank.
None of Independent Directors have resigned during the year.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has appointed
Mr. Yashwant Amratlal Thakkar as Chairman and Managing Director of the Company, Mr. Satish
Amratlal Patel as Chief Financial Officer and Chief Executive Officer (Bullion Division),
Mrs. Ekta Jain as Company Secretary & Compliance Officer of the Company, Mr.
Rajendra Bholabhai Patel as Chief Executive Officer- Entertainment Division of the
Company.
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 Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in the following manners; 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 also 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. 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, 2023, the
applicable accounting standards have been followed and that no material departures have
been made from the same;
(b). The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for the year;
(c). The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d). The Directors had prepared the annual accounts for the year ended March 31, 2023
on going concern basis;
(e). The Directors had laid down the internal financial controls to be followed by the
Company and that such
Internal Financial Controls are adequate and were operating effectively; and
(f). The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
INSURANCE
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and
responsibility are detailed in the Report on Corporate Governance annexed to this Report.
AUDIT COMMITTEE
The Company has formed Audit Committee in line with the provisions Section 177 of the
Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, 2023,
the Audit Committee comprised Mr. Haresh Jashubhai Chaudhari (Non-Executive Independent
Director) as Chairperson and Mr. Mayur Rajendrabhai Parikh (Non-Executive Independent
Director) and Mrs. Urshita Mittalbhai Patel (Non-Executive Independent Director) as
Members. Recommendations of Audit Committee, wherever/whenever given, have been accepted
by the Board of Directors.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of
Company's Code of Conduct. Further the mechanism adopted by the Company encourages the
Whistle Blower to report genuine concerns or grievances and provide for adequate safe
guards against victimization of the Whistle Blower who avails of such mechanism and also
provides for direct access to the Chairman of the Audit Committee, in exceptional cases.
The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.
None of the Whistle blowers, has been denied access to the Audit Committee of the Board.
The Whistle Blower Policy of the Company is available on the website of the Company at
www.amrapalispot.com/investors/upload/policy/Whistle_Blower_Policy.pdf
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 to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination
and Remuneration Committee within the salary scale approved by the members and are
effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted
by the Board of Directors, is placed on the website of the Company at
www.amrapalispot.com/investors/upload/policy/NominationandRemunerationPolicy.pdf
REMUNERATION OF DIRECTORS
The details of remuneration/sitting fees paid during the financial year 2022-23 to
Executive Directors/Directors of the Company is provided in Form MGT-7 available on our
Website, i.e. www.amrapalispot.com. and in Report on Corporate Governance which is the
part of this report as Annexure C.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate
Social Responsibility Committee ("the CSR Committee") with object to recommend
the Board a Policy on Corporate Social Responsibility and amount to be spent towards
Corporate Social Responsibility. As at March 31, 2023, the CSR Committee comprised Mr.
Yashwant Amratlal Thakkar (Chairman and Managing Director) as Chairman and Mr. Mayur
Rajendrabhai Parikh (Non-Executive Independent Director) and Mr. Haresh Jashubhai
Chaudhari (Non-Executive Independent Director) as Members of the Committee. The CSR
Committee is responsible for indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and recommending the
amount to be spent on CSR activities. During the year under review, CSR Committee Meeting
was held on May 30 2022 & August 20, 2023 in which requisite quorum were present. The
meetings were held to review and approve the expenditure incurred by the Company towards
CSR activities. Main focus of the Company with respect to CSR Contribution is to provide
the grocery items for the benefit of needy and poor people. The Company is purchasing the
grocery and other necessary items from "Jay Jalaram Stores" and "Aarti
Enterprise" and provides same to "Amrapali Jivan Sandhya Kutir" (Trust)
which is associated with the social activities. The said trust is providing shelter to the
orphan children and also providing the facilities like food, household items etc. to the
needy and poor people. The CSR Policy may be accessed at the web link:
www.amrapalispot.com/investors.php The Annual Report on CSR activities in prescribed
format is annexed as an Annexure A.
PUBLIC DEPOSITS
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on March 31, 2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the
year ended on March 31, 2023.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website on www.amrapalispot.com.
TRANSACTIONS WITH RELATED PARTIES
During the year under review, transactions with related party were executed in terms of
Section 188 of the Companies Act, 2013 which were in ordinary course of business and on
Arms' Length Basis, details of which are as under;
Sr. No. |
Particulars |
RPT 1 |
1. |
Name(s) of the related party and nature of relationship |
Amrapali Capital & Finance Service Ltd - Associate Concern |
2. 3. |
Nature of contracts/ arrangements/ transactions Duration
of the contracts / arrangements/ transactions |
Sales & purchases F.Y. 2022-23 |
4. |
Salient terms of the contracts or arrangements or transactions
including the value, if any |
In ordinary Course of Business and at arms' length basis at Market
Rate. |
|
|
Total Transaction Value of Sale & purchases Rs. 40.32 Lakh |
5. |
Date(s) of approval by the Board |
May 30, 2023 |
6. |
Amount paid as advances, if any |
- |
There was no contracts, arrangements or transactions which was executed not in ordinary
course of business and/or at arm's length basis.
Further, there were no related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company. Members may refer to the notes to the accounts for details
of related party transactions entered as per Indian Accounting Standard 24. The Board of
Directors of the Company has, on the recommendation of the Audit Committee, adopted a
policy to regulate transactions between the Company and its Related Parties, in compliance
with the applicable provisions of the Companies Act 2013, the Rules thereunder and the
SEBILODR Regulations.
The Policy on Materiality of and dealing with Related Party Transactions as approved by
the Board is uploaded on the Company's website and can be accessed at the Web-link:
www.amrapalispot.com/investors/upload/policy/RelatedPartyransactionPolicy.pdf
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established
system of internal audit is in operation to independently review and strengthen these
control measures, which is carried out by a reputed firm of Chartered Accountants. The
audit is based on an internal audit plan, which is reviewed each year in consultation with
the statutory auditor of the Company and the audit committee. The conduct of internal
audit is oriented towards the review of internal controls and risks in its operations.
M/s. B.B. Gusani & Associates, Chartered Accountants (FRN: 140785W), the statutory
auditors of the Company has audited the financial statements included in this annual
report and has issued an report annexed as an Annexure B to the Audit Report of the
Company on our internal control over financial reporting (as defined in section 143 of
Companies Act, 2013. The audit committee reviews reports submitted by the management and
audit reports submitted by internal auditors and statutory auditor. Suggestions for
improvement are considered and the audit committee follows up on corrective action. The
audit committee also meets the statutory auditors of the Company to ascertain, inter alia,
their views on the adequacy of internal control systems and keeps the board of directors
informed of its major- observations periodically. Based on its evaluation (as defined in
section 177 of Companies Act 2013), our audit committee has concluded that, as of March
31, 2023, our internal financial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments, affecting the financial position of the
Company, have occurred between the ends of financial year of the Company i.e. March 31,
2023 to the date of this Report.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each director to the median of employees' remuneration
as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure B. The statement containing top ten employees in terms of remuneration
drawn and the particulars of employees as required under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
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. The Company has setup an Internal Complaints
Committee (ICC) for redressal of Complaints. During the financial year 2022-23, the
Company has received Nil complaints on sexual harassment, out of which Nil complaints have
been disposed of and Nil complaints remained pending as of March 31, 2023.
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 A.
CONSERVATION OF ENERGY i.) The steps taken or impact on conservation of energy: Company
ensures that the operations are conducted in the manner whereby optimum utilisation and
maximum possible savings of energy is achieved. ii.) The steps taken by the Company for
utilizing alternate sources of energy: No alternate source has been adopted. iii.) The
capital investment on energy conservation equipment: No specific investment has
been made in reduction in energy consumption.
B. TECHNOLOGY ABSORPTION
i.) The effort made towards technology absorption: Not Applicable.
ii.) The benefit derived like product improvement, cost reduction, product development
or import substitution: Not Applicable
iii.) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable. c. Whether the technology has been fully
absorbed: Not Applicable. d. If not fully absorbed, areas where absorption has not
taken place, and the reasons thereof: Not Applicable.
iv.) The expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNINGS & EXPENDITURE:
i.) Details of Foreign Exchange Earnings: Nil
ii.) Details of Foreign Exchange Expenditure: Nil
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing
Company Secretary with regards to compliance with the conditions of Corporate Governance
is annexed to the Board's Report as Annexure C.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming part of this Annual Report
as Annexure - F.
STATUTORY AUDITOR AND THEIR REPORT
M/s. DGMS & Co., Chartered Accountants (Firm Registration number: 0112187W),
Statutory Auditors of the Company had tendered their resignation vide their letter dated
June 30, 2022 informing their inability to continue as the Statutory Auditors of the
Company. The Board of Directors of the Company at its meeting held on July 29, 2022 noted
resignation of M/s. DGMS & Co., Chartered Accountants (Firm Registration number:
0112187W),who have tendered their resignation vide their letter dated June 30, 2022
informing their inability to continue as the Statutory Auditors of the Company. The Audit
Committee noted that statutory auditors have not raised any concern or issue and there is
no other reason other than as mentioned in the resignation letter. The Audit Committee and
Board at their respective meetings, placed on record their appreciation to M/s. DGMS &
Co. Chartered Accountants, for their contribution to the Company with their audit
processes and standards of auditing. Further, the Board of Directors at their meeting held
on July 29, 2022, on the recommendation of the Audit Committee, has approved the
appointment or M/s. Raichura & Co, Chartered Accountants (FRN: 126105W), (Peer Review
Number: 011301), as Statutory Auditors of the Company. The said appointment is pursuant to
applicable provisions of the Companies Act 2013 and the SEBI Listing Regulations, 2015.
M/s. Raichura & Co., Chartered Accountants (FRN: 126105W) vide their consent letter
dated July 28, 2022 have confirmed their eligibility for appointment. The Board of
Directors of the Company at its meeting held on August 08, 2022:-
Noted resignation of M/s. Raichura & Co., Chartered Accountants (Firm Registration
number: 0126105W),who have tendered their resignation vide their letter dated August 08,
2022 informing their inability to continue as the Statutory Auditors of the Company The
Audit Committee noted that statutory auditors have not raised any concern or issue and
there is no other reason other than as mentioned in the resignation letter.
On the recommendation of the Audit Committee and pursuant to applicable provisions of
the Companies Act 2013 and the SEBI Listing Regulations, 2015, Board has approved the
appointment of M/s. B.B. Gusani & Associates, Chartered Accountants (FRN: 140785W),
(Peer Review Number: 013043), as Statutory Auditors of the Company. M/s. B.B. Gusani &
Associates, Chartered Accountants, were appointed as Statutory auditors of the Company at
the 34th Annual General meeting to hold office till the conclusion of the
ensuing 39th Annual General Meeting of the Company. The Report given by the
Auditors on the financial statement of the Company is part of this Annual Report. There
has been no qualification, reservation, adverse remark or disclaimer given by the Auditors
in their Report.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD
Since the company is not falling under prescribed class of Companies, our Company is
not required to maintain cost record.
INDIAN ACCOUNTING STANDARDS (IND AS
Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of
Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian
Accounting Standard) Rules, 2015. Your Company has provided Ind AS Financials for the year
ended March 31, 2023 along with comparable as on March 31, 2022.
SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed M/s. Payal Dhamecha & Associates, Practicing Company
Secretary, to conduct the secretarial audit of the Company for the financial year 2022-23,
as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an
Annexure E1.
The Annual Secretarial Compliance Report for the financial year ended March 31, 2023
issued by Ms. Payal Dhamecha & Associates, in relation to compliance of all applicable
SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019
dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) is annexed to this report as an Annexure E2.
The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual
Report as good disclosure practice. There have been few common annotations reported by the
above Secretarial Auditors in their Report with respect to:
1. Company made a delay in Submission of NISM Certificate.
Management reply : Company will ensure timely submissions in future.
2. Non Submission of Quarterly Report for Quarter 3 for Quarterly Reporting of AI &
ML.
Management reply : Company will ensure that Compliance requirement of all the
applicable regulations are compiled on time.
3. Non Submission of Quarterly Report for Quarter 3 under MCX Circular No.
MCX/CTCL/214/2022 dated April 07, 2022.
Management reply : Company will ensure that Compliance requirement of all the
applicable regulations are compiled on time
COMPLIANCE WITH THE PROVISIONS OF APPLICABLE SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively. During the year under
review, the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, New Delhi.
ALTERATION IN MEMORANDUM & ARTICLES OF ASSOCIATION
Pursuant to the approval granted by Shareholders of the company via Special resolution
passed through postal ballot on November 03, 2022, Articles Of Association of the company
was altered & adopted as per the provisions of the companies act, 2013 & the main
object clause of the memorandum of association of the company of the company was altered
as follows:
1. Clause III(A) of the Objects clause of the Memorandum of Association of the Company
be titled as THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION'; 2.
Deletion of Sub Clause III (A) (1) and Sub Clause III (A) (2) to the existing Main object
clause III (A) and pursuant to deletion, existing Sub Clauses III (A) 3 to 7 be
re-numbered as Sub Clause III (A) 1 to 5;
3. Clause III(B) of the Objects clause of the Memorandum of Association of the Company
be titled as MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN
CLAUSE III (A)";
4. Merging the Objects of the Company mentioned under Clause III (C) Other Objects with
Clause III (B)
Matters which are necessary for furtherance of the objects specified in Clause III
(A)" and consequently changing the object numbering as may be appropriate; 5.
Existing Clause IV-Liability Clause be substituted by following Clause:- Clause IV: The
liability of member(s) is limited and this liability is limited to the amount unpaid, if
any, on the shares held by them.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review or they are not applicable to the
Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
(vi) One time settlement of loan obtained from the Banks or Financial Institutions.
APPRECIATIONS AND ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment during the year under review. The Board places on record its appreciation for
the support and co-operation your Company has been receiving from its suppliers,
distributors, retailers, business partners and others associated with it as its trading
partners. Your Company looks upon them as partners in its progress and has shared with
them the rewards of growth. It will be your Company's endeavour to build and nurture
strong links with the trade based on mutuality of benefits, respect for and co-operation
with each other, consistent with consumer interests. Your directors also take this
opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory
Authorities and Stock Exchanges, for their continued support.
Registered office: |
For and on behalf of Board of Directors |
Unit No. PO5-02E, 5th Floor, Tower |
|
Amrapali Industries Limited |
A WTC Gift City, Gandhinagar- |
CIN: L91110GJ1988PLC010674 |
382355 |
|
|
|
Yashwant Amratlal Thakkar |
Rashmikant Amratlal |
Date: 06/09/2023 |
Chairman and Managing |
Thakkar |
Place: Ahmedabad |
Director |
Executive Director |
|
DIN:00071126 |
DIN:00071144 |