Amrapali Industries Ltd Directors Report

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, 2024.

FINANCIAL RESULTS

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

(AMOUNT IN LAKH)

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

YEAR AT A GLANCE Financial Performance

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

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

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

Dividend

In order to reserve funds for business, your Directors regret to declare any dividend for the financial year 2023-24. The Company does not have any amount of unclaimed or unpaid Dividend as on March 31, 2024.

Amount Transferred To Reserve

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

CHANGE IN NATURE OF BUSINESS

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

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

SHARE CAPITAL

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

Particulars	Amount (in Rs.)
Authorized Share Capital:
5,20,00,000 Equity Shares of 5/- each	26,00,000,000
Total Authorized Capital	26,00,000,000
Issued Capital
5,14,10,564 Equity Shares of 5/- each	25,70,52,820
Subscribed & Paid up Capital
5,14,10,564 Equity Shares of 5/- each	25,70,52,820
Total Paid up Capital	25,70,52,820

DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

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

Board Meeting

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

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

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

Declaration of Independent Directors

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

None of Independent Directors have resigned during the year.

Evaluation of Board’s Performance:

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: (a). In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same; (b). The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year;

(c). The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d). The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis; (e). The Directors had laid down the internal financial controls to be followed by the Company and that such

Internal Financial Controls are adequate and were operating effectively; and

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

INSURANCE

The assets of your Company have been adequately insured.

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

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

COMMITTEES OF BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder’s Relationship Committee

4. Corporate Social Responsibility Committee

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

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the

Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers, has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.amrapalispot.com/investors/upload/policy/Whistle_Blower_Policy.pdf

REMUNERATION OF DIRECTORS

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2024.

ANNUAL RETURN

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

TRANSACTIONS WITH RELATED PARTIES

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

Sr. No.	Particulars	RPT 1
1.	Name(s) of the related party and nature of relationship	Amrapali Capital & Finance Service Ltd - Associate Concern
2.	Nature of contracts/ arrangements/ transactions	Sales & purchases
3.	Duration of the contracts / arrangements/ transactions	F.Y. 2023-24
4.	Salient terms of the 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. 52.16 Lakh & 15.31 respectively
5.	Date(s) of approval by the Board	April 20, 2023
6.	Amount paid as advances, if any	-

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

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

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

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

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

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has taken utmost care and formulated policy to prevent sexual harassment at work place. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules made thereunder, the Company has formed an Internal Complaint Committee and adopted a "Policy on Protection of Women against Sexual Harassment at Workplace". There was no case filed during the year under the sexual harassment of women at workmen (Prevention, prohibition & Redressal) Act, 2013. The Company has instituted a Complaints Committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints

RISK MANAGEMENT

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and reporting. The Risk Management Policy has been developed and approved by the Senior Management in accordance with the business strategy..

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 - D.

STATUTORY AUDITOR AND THEIR REPORT AUDITORS A) Statutory Auditor:

M/s. B.B. Gusani & Associates, Chartered Accountants, were appointed as Statutory auditors of the Company at the 34^th Annual General meeting to hold office till the conclusion of the ensuing 39^th Annual General Meeting of the Company. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B) Cost Auditor:

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

C) Internal Auditor:

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

D) Secretarial Auditor:

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

REPORTING OF FRAUD

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

MAINTENANCE OF COST RECORD

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

INDIAN ACCOUNTING STANDARDS (IND AS)

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

COMPLIANCE WITH THE PROVISIONS OF APPLICABLE SECRETARIAL STANDARDS

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

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company; (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) There is no revision in the Board Report or Financial Statement; (v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future; (vi) One time settlement of loan obtained from the Banks or Financial Institutions.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Registered office:	For and on behalf of Board of Directors
Unit No. PO5-02E, 5th Floor,	Amrapali Industries Limited
Tower A WTC Gift City,	CIN: L91110GJ1988PLC010674
Gandhinagar-382355
	Yashwant Amratlal Thakkar	Rashmikant Amratlal
Date: 07/09/2024	Chairman and Managing	Thakkar
Place: Ahmedabad	Director	Executive Director
	DIN:00071126	DIN:00071144