AMRAPALI INDUSTRIES LTD.

,V1lU.P~LI
INDUSTRIES l TO

Date: August 20, 2022

To.
BSE Limited
Phiroze Jeejeebhoy Towers.
Dalal SHeet,
Mumbai -400001.

Respected Sir/I\·la"am

Sub: Submi ssion of Allllual Report for Financial Year 2021-22

Ref.: Amrapali Industries Limited (Security Code/Security Id : 526241 /AMRAPLlN)

With reference to captioned subject and pursuant to Regulation 34 of SEB I (LODR) Regulation 20 15 we hereby
submit the stock exchange 34th Annua l Report of the Company.

Kindly disseminate the same on your website and oblige us.

Fo"A m,",:,; ''': : ' [."..."d 1f!!:§5~~S~~

Y1...)., ~ n \' t 2. ,*,J,!EDA3AO Di
Yas hwant Amrallal Thakkar" ~~ '" -0):-
C hainnlm &i\1anaging Director ~
DIN: 0007 1126
End: 34th Annual Report

Regd. Office : Correspondence/Corporate Office :

Unit No. P05-02D, 5th Floor, 19-20-21, Narayan Chambers, T+91 7926581329/30
Tower A, WTC Gift City, 3rd Floor, B",. Palang Hotel, T+91 7926575105106
Gandhinagar-382355, ( Gtiiarat. ) Ashram Road, Ahmedabad-9. F+91 7926579169/26584313
E-mail: [email protected] / www.amrapalispot.oom CIN : L91110GJ1988PLC010674
 AMRAPALI INDUSTRIES LIMITED

Annual Report
2021-22
 INDEX
Sr. No. Particulars Page No.
1. Corporate Information 2
2. Board of Director’s Report 3
Annexure to the Board of Director’s Report
Annexure A-Annual Report on Corporate Social Responsibility 11
Annexure B-Particulars of Employees 13
Annexure C-Report on Corporate Governance 15
Annexure E-Secretarial Audit Report (Form MR-3)& Annual Secretarial 32
Compliance Report
Annexure-F-Management Discussion And Analysis Report 39
3. Financial Section:
Independent Auditor’s Report 43
Annexure “A” To Auditor’s Report 46
Annexure “B” To Auditor’s Report 50
Balance sheet 52
Profit & Loss Account 54
Statement of Cash Flow 55
Statement of Changes in Equity for the year ended March 31, 2022 62
Notes forming part of Financial Statements 72
4. Notice to Shareholders 84

Page 1
 CORPORATE INFORMATION
AMRAPALI INDUSTRIES LIMITED
CIN: L91110GJ1988PLC010674
BOARD OF DIRECTORS AUDIT COMMITTEE BANKERS

Mr. Yashwant Amratlal Thakkar Mr. Haresh Jashubhai Chaudhari Indian Bank
Chairman and Managing Director (Chairperson) HDFC Bank Limited
(DIN:00071126) Mr. Mayur Rajendrabhai Parikh Yes Bank Limited
Mr. Rashmikant Amratlal Thakkar (Member) Axis Bank Limited
Executive Director (DIN:00071144) Mrs. Urshita Mittalbhai Patel Corporation Bank
Ms. Bhumi Atit Patel (Member) ICBC Bank Limited
Non-Executive - Non Independent NOMINATION AND REMUNERATION IndusInd Bank Limited
Director (DIN: 07473437) COMMITTEE Kotak Mahindra Bank Limited
Mr. Mayur Rajendrabhai Parikh RBL Bank Limited
Mr. Haresh Jashubhai Chaudhari
Non-Executive-Independent Director
(Chairperson)
(DIN: 00005646)
Mr. Mayur Rajendrabhai Parikh
Mr. Haresh Jashubhai Chaudhari (Member)
Non-Executive-Independent Director
Mrs. Urshita Mittalbhai Patel
(DIN:06947915)
(Member)
Mrs. Urshita Mittalbhai Patel
Non-Executive-Independent Director
(DIN:07891320) REGISTERED OFFICE
CHIEF EXECUTIVE OFFICER STAKEHOLDERS’ RELATIONSHIP Unit No. PO5-02D, 5th Floor
Mr. Rajendra Bholabhai Patel- COMMITTEE Tower A WTC Gift City
Entertainment Division of the Mr. Haresh Jashubhai Chaudhari Gandhinagar GJ 382355
Company (Chairperson) Tel :+91-79-2658 1329;
Mr. Satish Amratlal Patel Mr. Mayur Rajendrabhai Parikh Email:[email protected];
-Bullion Division Activities of the (Member) Web: www.amrapalispot.com
Company Mrs. Urshita Mittalbhai Patel
(Member) CORPORATE OFFICE
CHIEF FINANCIAL OFFICER
19,20,21 Narayan Chambers,
Mr. Satish Amratlal Patel
3rd Floor, B/h. Patang Hotel,
Ashram Road, Ahmedabad-
COMPANY SECRETARY 380009
Mrs. Ekta Jain
STATUTORY AUDITOR CORPORATE SOCIAL RESPONSIBILITY REGISTRAR AND SHARE
M/s. B. B. Gusani & Associates COMMITTEE TRANSFER AGENT (RTA)
Chartered Accountants Mr. Yashwant Amratlal Thakkar Purva Sharegistry (India)
(Firm Registration No. 140785W) (Chairperson) Private Limited
Address:- 215-A, Manek Center, Mr. Haresh Jashubhai Chaudhari Unit No. 9, Shiv Shakti
P.N.Marg, Jamnagar-361008 (Member) Industrial Estate, J. R. Boricha
SECRETARIAL AUDITOR Mr. Mayur Rajendrabhai Parikh Marg, Lowe Parel (EAST),
M/s. Payal Dhamecha & Associates (Member) Mumbai, Maharashtra - 400 011
Practicing Company Secretary Tel: 91-22-2301 6761/8261
Ahmedabad Email:[email protected]
Web: www.purvashare.com

Page 2
 REPORT OF BOARD OF DIRECTORS
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, 2022.
FINANCIAL RESULTS: (AMOUNT IN LAKH)
Particulars F.Y. 2021-22 F.Y. 2020-21
Revenue from operations 30,17,287.60 21,32,721.81
Other Income 159.07 407.82
Total Income 30,17,446.68 21,33,129.63
Operating expenditure before Finance cost, depreciation and amortization 30,16,731.56 21,31,737.89
Earnings before Finance cost, depreciation and amortization (EBITDA) 715.12 1,391.74
Less: Finance costs 571.42 884.50
Less: Depreciation and amortization expense 167.54 181.16
Profit/(Loss) before tax (23.84) 326.08
Less: Tax expense 18.19 86.42
Profit/(Loss) for the year (PAT) (42.02) 239.66
YEAR AT A GLANCE
FINANCIAL PERFORMANCE
The revenue from operations is increased from Rs. 21,32,721.81 Lakh to Rs. 30,17,287.60 Lakh as compared to the previous Year.
The revenue from operation was increased by 41.48% over the previous year.
The Loss before Tax for the current year is Rs. (23.84) Lakh as against the profit before tax of Rs.326.05 Lakh in the previous year
resulted into Loss after tax expense of Rs. (42.02) Lakh as compared to profit after tax of previous year Rs.239.66 Lakh. Loss for FY
2021-22 is due to increase in Operating Expenditure.
The board of directors of the company in their meeting held on Thursday, April 1, 2021, has approved Revenue Sharing
Arrangement with Amrapali Fincap Limited ('AFL') w.e.f April 1, 2021 and entered into Revenue Sharing Agreement, wherein AFL
is giving Business Advances of Rs. 40.00 crores (Rupees Forty Crores Only) to our company for the developments of Amusement
business/Amrapali Funland (situated at Ahmedabad - Kankaria Lake Front and related facilities in and around it) and against the said
advances our company has agreed to share 5% of gross revenue earned from such Amusement Business/Amrapali Funland for a
period of Ten Years with AFL.
DIVIDEND
Due to losses in FY 2021-22, your Directors regret to declare any dividend for the financial year 2021-22 (previous year Nil).
The Company does not have any amount of unclaimed or unpaid Dividend as on March 31, 2022.
AMOUNT TRANSFERRED TO RESERVE
During the year, the Company has not apportioned any amount to other reserve. The loss incurred during the year has been adjusted
against 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 Board of Directors at its meeting held on Monday. February 07, 2022 has approved the incorporation of a wholly owned
subsidiary of the company namely Amrapali Industries Global IFSC Limited (WOS) by subscribing 1,50,000 (One Lakh and fifty
thousand) shares of Rs. 10/· each in the paid-up share capital of the Company. The wholly owned subsidiary will leverage the
growth opportunities in the evolving mobility space by functioning as Bullion Trading Member. Bullion Trading Clearing member,
capital market intermediary and Portfolio management consultant as International Financial Service Centre Unit. WOS was
incorporated via Certificate of Incorporation dated February 15, 2022. However WOS has not yet commenced operations.

The Company does not have any joint venture or associate companies.

Page 3
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 under review, Board of Directors of the Company met 14 (Fourteen) times, viz April 01, 2021, April 08, 2021, April
26, 2021, June 30, 2021, August 14, 2021, September 06, 2021, October 08, 2021, November 13, 2021, November 24, 2021, January
18, 2022, January 24, 2022, February 7, 2022, February 14 2022, and March 30, 2022.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate
Governance.
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 and they are Independent of Management.
A separate meeting of Independent Directors was held on March 30, 2022 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.
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 2021-22. 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. 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.
None of Independent Directors have resigned during the year.
Information on Directorate
As on date of this report, your Company's Board comprises 6 Directors viz., (1) Non-Executive Director, (3) Non- executive
Independent Directors and (2) Executive Director.
i. Change in Board Composition.
Changes in Board Composition during the financial year 2021-22 and up to the date of this report is furnished below.
 Ms. Bhumi Atit Patel was appointed as Additional (Non-Executive) Director and Designated Director of the
Company by the Board of Directors w.e.f April 26, 2021 at its Board meeting held on April 26, 2021, for which
necessary approval from stock exchange received as on April 23, 2021 and was regularized as on 33rd Annual
General Meeting (‘AGM’) as Non- Executive Director of your company, liable to retire by rotation.
 On recommendation of Nomination and Remuneration Committee and Board of Directors, Members in 33rd
Annual General Meeting held on September 28, 2021 approved Change in Designation of Mr. Rashmikant
Amratlal Thakkar (00071144) from Whole-Time Director to Executive Director of the Company.
ii. Retirement by rotation and subsequent re-appointment.
 Mr. Rashmikant Amratlal Thakkar (DIN: 00071144), Executive Director, is liable to retire by rotation at the
ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the
Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being
eligible have offered herself for re-appointment.

Page 4
  Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company
at the ensuing AGM. The brief Profile of the Director and other related information has been detailed in the
Notice convening the ensuing AGM of the Company.
iii. Cessation
Ms. Komal Parekh resigned from the Position of Non-Executive and Designated Director pursuant to approval of Stock
Exchange dated April 23, 2021.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) and Secretarial Standards-II issued by ICSI, of the person seeking reappointment as Directors are
annexed to the Notice convening the 34th Annual general meeting.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act, 2013, the Company has already 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 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 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, 2022, 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, 2022 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.
PROPOSED DE-MERGER OF COMPANY.
 The change of Appointed Date of the Scheme of demerger from April 01, 2020 to April 01, 2021. Apart from the said
change, all other clauses of the Scheme (including consideration clause) remained same.
 Changes in the Scheme as per Observation of Stock Exchange and SEBI Observation letter dated march 30, 2021 was
approved by Board of Directors in their Meeting held on June 30, 2021.
 The NCLT convened separate meetings of equity shareholders and unsecured creditors of the Company were held on
Monday, December 27, 2021 at 03:00 p.m. (IST) and 04:30 p.m. (IST) respectively for approving the Scheme of
Arrangement pursuant to Sections 230 and 232 of the Companies Act. 2013 for demerger of the Entertainment Business
("Demerged Undertaking") of Amrapali Industries Limited into Amrapali Asset Reconstruction Company Private Limited.
("Scheme") and their respective members and creditors.
 Scheme of Arrangement pursuant to Sections 230 and 232 of the Companies Act 2013 for demerger of the Entertainment
Business ("Demerged Undertaking") of Amrapali Industries Limited into Amrapali Asset Reconstruction Company Private
limited. ("Scheme") was approved by the respective meetings of the equity shareholders and the unsecured creditors was
approved with requisite majority.

Page 5
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 Grievance & 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, 2022, 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
http://www.amrapalispot.com/investors.php
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
http://www.amrapalispot.com/investors/upload/NominationandRemunerationPolicy_20210419152529.pdf
REMUNERATION OF DIRECTORS
The details of remuneration/sitting fees paid during the financial year 2021-22 to Executive Directors/Directors of the Company is
provided in Form MGT-7 available on our Website, i.e. http://www.amrapalispot.com/investors.php 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, 2022, 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 September 06, 2021, March 30, 2022 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 “Jalaram Provision Stores”
and provides same 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
http://www.amrapalispot.com/investors.php
The Annual Report on CSR activities in prescribed format is annexed as an Annexure-A.

Page 6
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, 2022.
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, 2022.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the
Company’s website on http://www.amrapalispot.com/investors.php
TRANSACTIONS WITH RELATED PARTIES
During the year under review, transactions with related party were executed in terms of Section 188 of the Companies Act, 2013
which were in ordinary course of business and on Arms’ Length Basis, details of which are as under;
Sr. Particulars RPT – 1
No.
1. Name(s) of the related party Amrapali Online Venture LLP - Enterprise in which partners are relative of KMP
and nature of relationship
2. Nature of contracts/ Sales
arrangements/ transactions
3. Duration of the contracts /
F.Y. 2021-22
arrangements/ transactions
4. Salient terms of the contracts In ordinary Course of Business and at arms’ length basis – at Market Rate.
or arrangements or Total Transaction Value of Sale – Rs. 65.39 Lakh
transactions including the
value, if any
5. Date(s) of approval by the
April 01,2021
Board
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 SEBI LODR 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:
http://www.amrapalispot.com/investors/upload/RelatedPartyTransactionPolicy_20210419152753.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. D G M S & CO., Chartered Accountants (FRN: 0112187W), 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, 2022, our internal financial controls were adequate
and operating effectively.

Page 7
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, 2022 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 2021-22, 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, 2022.
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.

Page 8
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 MIs. 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 201 3 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, Statutory auditors of the Company, hold office till the conclusion of the
ensuing 34th Annual General Meeting of the Company.
The Board has recommended the appointment of M/s. B.B. Gusani & Associates, Chartered Accountants (FRN: 140785W), (Peer
Review Number: 013043) were appointed as Statutory Auditors of your Company due to casual vacancy caused in the office of
Auditors due to resignation of M/s. Raichura & Co., Chartered Accountants and M/s. D G M S & CO, Chartered Accountant,
Jamnagar (formerly known as M/s. Doshi Maru & Associates) for a for a term of five consecutive years, from the conclusion of the
ensuing 34th Annual General Meeting of the Company till the conclusion of the 39th Annual General Meeting to be held in the year
2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee as per provisions of the
Companies Act, 2013
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) – IFRS CONVERGED STANDARDS
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, 2022 along with comparable as on March 31, 2021.
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 2021-22, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for the financial year 2021-22 is annexed to this report as an Annexure – E1.
The Annual Secretarial Compliance Report for the financial year ended March 31, 2022 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) Non
Submission of the Limited Review Report within the period prescribed under regulation 33(3)(d)
The Board of Directors hereby states that Limited Review report on Unaudited Financial Results of the Company for the quarter
ended on December 31, 2021 was omitted due to oversight in the results which was submitted on February 14, 2022. The Company
submitted the same next day, i.e on February 15, 2022 along with Clarification Letter. BSE Limited vide email Dated March 14
2022 had levied a penalty of Rs. 5,000 for delay of 1 day as per SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated
January 22, 2020, Fine Amount was paid by Company on 22/03/2022. Company will ensure cross checking of requisite compliance
related documents properly before submitting the same with exchange.
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

Page 9
review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India,
New Delhi.
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.
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;
APPRECIATIONS AND ACKNOWLEDGEMENT
Your director’s 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 A Amrapali Industries Limited
WTC Gift City, Gandhinagar-382355 CIN: L91110GJ1988PLC010674

SD/- SD/-
Yashwant Amratlal Thakkar Rashmikant Amratlal Thakkar
Date:20/08/2022 Chairman and Managing Director Executive Director
Place: Ahmedabad DIN:00071126 DIN:00071144

Page 10
 ANNEXURE-A
Annual Report on Corporate Social Responsibility (CSR) Activities
1. A Brief outline of the Company’s CSR Policy, including overview of projects or programmes proposed to be undertaken
and a reference to the web-link to the CSR Policy and Projects or programmes:
Longevity and success for a company comes from living in harmony with the context, which is the community and society. The
main objective of CSR Policy of the Company encompasses the ideas of corporate governance, sustainable wealth creation,
corporate philanthropy and advocacy for the goals of the community. The projects undertaken will be within the broad framework of
Schedule VII of the Companies Act, 2013. Our CSR initiatives focus on CSR projects as provided under Schedule VII. The
Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the
Company’s website and may be accessed at http://www.amrapalispot.com/investors.php.

2. The Composition of CSR Committee as at March 31, 2022:

Name of Director Designation Designation in Committee
Mr. Yashwant Amratlal Thakkar Chairman and Managing Director Chairman
Mr. Mayur Rajendrabhai Parikh Independent Director Member
Mr. Haresh Jashubhai Chaudhari Independent Director Member
The Details of attendance of each of the Members of the Committee and dates of meetings are provided in the report on Corporate
Governance in separate annexure.

3. Average net profit of the Company for last three financial years: Rs.129.29 Lakhs

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Rs.2.59 Lakhs

5. Details of CSR spend for the financial year:

a) Total amount to be spent for the financial year: Rs.2.59 Lakhs
b) Amount unspent, if any: Nil
c) Manner in which the amount spent during the financial year is detailed below:

Projects or
Programmes
Amount
(1) Local
Spent on the
Sector area or other Amount
Projects or Cumulative
CSR in which (2) Specify Outlay
Programmes expenditure
Project or the the State and (budget) Amount Spent: Direct or through
Sub-heads: up to the
activity Project District Project or implementation agency
(1) Direct reporting
identified is where Programmes
Expenditure period
covered Projects or wise
(2)
Programmes
Overheads
were
undertaken
Helping Eradicati Not Rs. 2.59 Lakhs Direct Rs.5.06 Main focus of the Company with
the ng Applicable Lakhs Expenditure Lakhs respect to CSR Contribution is to
orphans, hunger, Rs.5.06 provide the grocery items for the
poor and poverty Lakhs benefit of needy and poor people.
needy and The Company is purchasing the
children malnutrit grocery and other necessary items
ion from “Jay Jalaram Stores” and
“Jalaram Provision Stores” and
provides same to the needy and poor
people.

Page 11
6. In case the Company has failed to spend two per cent of the average net profit of the last three financial years or any
part thereof, the Company shall provide the reasons for not spending the amount in its Board Report: Not Applicable.

The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with
CSR objectives and Policy of the Company.

Registered office: For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor, Tower A Amrapali Industries Limited
WTC Gift City, Gandhinagar-382355 CIN: L91110GJ1988PLC010674

SD/- SD/-
Yashwant Amratlal Thakkar Rashmikant Amratlal Thakkar
Date:20/08/2022 Chairman and Managing Director Executive Director
Place: Ahmedabad DIN:00071126 DIN:00071144

Page 12
 ANNEXURE-B
PARTICULARS OF EMPLOYEES
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:
Ratio against median
Sr. No. Name Designation Nature of Payment
employee’s remuneration
1. Mr. Yashwant Amratlal Chairman and Managing Remuneration 1.72:1.00
Thakkar Director
2. Mr. Rashmikant Amratlal Executive Director Remuneration 1.72:1.00
Thakkar
3. Mr. Mayur Rajendrabhai Non-Executive Independent Sitting Fees Not Applicable
Parikh Director
4. Mr. Haresh Jashubhai Non-Executive Independent Sitting Fees Not Applicable
Chaudhari Director
5. Ms. Bhumi Atit Patel Non-Executive Non- Remuneration Not Applicable
Independent Director
6. Ms. Urshita Mittalbhai Non-Executive Independent Sitting Fees Not Applicable
Patel Director
7. Mr. Satish Amratlal Patel CFO and CEO Remuneration 2.55:1
8. Mr. Rajendra Bholabhai CEO Remuneration 8.58:1
Patel
9. Ms. Ekta Jain Company Secretary & Remuneration Not Applicable
Compliance officer
b) The Percentage increase/Decreased in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:
Percentage
Sr. No. Name Designation Nature of Payment
Increase/Decreased
1. Mr. Yashwant Thakkar Chairman and Managing Remuneration (7.69)
Director
2. Mr. Rashmikant Thakkar Executive Director Remuneration (7.69)
3. Mr. Mayur Rajendrabhai Non-Executive Independent Sitting Fees Not Applicable
Parikh Director
4. Mr. Haresh Jashubhai Non-Executive Independent Sitting Fees Not Applicable
Chaudhari Director
5. Ms. Bhumi Atit Patel Non-Executive Non- Remuneration Not Applicable
Independent Director
6. Ms. Urshita Mittalbhai Non-Executive Independent Sitting Fees Not Applicable
Patel Director
7. Mr. Satish Amratlal Patel CFO and CEO Remuneration Not Applicable
8. Mr. Rajendra Bholabhai CEO Remuneration Not Applicable
Patel
9. Ms.Ekta Jain Company Secretary & Remuneration Not Applicable
Compliance officer
c) The percentage increase in the median remuneration of employees in the financial year:
The median remuneration of the employees in current financial year was decreased by (30.10) % over the previous financial year.

Page 13
d) The number of permanent employees on the rolls of the Company:28 Employees
e) Average percentile increase/decreased already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The Average salary of employees was decreased by (14.10)%. Although number of employees increased in the current financial
year 2021-22, but due to decrease in average pay scale per employee in the current financial year 2021-22 as compared to
previous financial year 2020-21, the average salary of employees decreased by (14.10)%.
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.
f) The Company affirms that the remuneration is as per remuneration policy of the Company.
g) During the financial year, there was no employee employed throughout the financial year or part of the financial year who was
in receipt of remuneration in the aggregate of not less than Rs. 8.50 Lacs per month or Rs. 1.02 Crore per financial year. The
statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate request made to company. In
terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company.

Registered office: For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor, Tower A Amrapali Industries Limited
WTC Gift City, Gandhinagar-382355 CIN: L91110GJ1988PLC010674

SD/- SD/-
Yashwant Amratlal Thakkar Rashmikant Amratlal Thakkar
Date:20/08/2022 Chairman and Managing Director Executive Director
Place: Ahmedabad DIN:00071126 DIN:00071144

Page 14
 ANNEXURE-C
REPORT ON CORPORATE GOVERNANCE
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company believes that effective Corporate Governance is not just the framework enforced by the regulation but it is supported
through the principles of transparency, unity, integrity, spirit and responsibility towards the stakeholders, shareholders, employees
and customers. Good Corporate Governance requires competence and capability levels to meet the expectations in managing the
business and its resources and helps to achieve goals and objectives of the organization. Good Corporate Governance should provide
proper incentives for the board and management to pursue objectives that are in the interests of the Company and its shareholders
and should facilitate effective monitoring. The Company accurately and consistently reviews its systems, policies and internal
controls with an objective to establish sound risk management system and impeccable internal control system.

We take pleasure in reporting that your Company has complied in all respects with the requirements stipulated under Regulation 17
to 27 read with Schedule V and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations, 2015”), as applicable, with regard to Corporate
Governance.
Good Corporate Governance should provide proper incentives for the Board and Management to pursue objectives that are in the
interests of the Company and its shareholders and should facilitate effective monitoring.

The Company acutely and consistently reviews its systems, policies and internal controls with an objective to establish sound risk
management system and impeccable internal control system.

ROLE OF COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board and Committees procedures are followed and regularly reviewed.
The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and Senior
Management for effective decision making at the Meetings. The Company Secretary is primarily responsible for assisting and
advising the Board in conducting the affairs of the Company, to ensure the compliances with applicable statutory requirements, to
provide guidance to Directors and to facilitate convening of Meetings. The Company Secretary interfaces between the Management
and regulatory authority for governance matters.

BOARD OF DIRECTORS
At the helm of the Company’s Corporate Governance practice is in its Board. The Board provides strategic guidance and
independent views to the Company’s senior management while discharging its fiduciary responsibilities. The Board also provides
direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfills stakeholder’s aspirations
and social expectations.
Constitution of Board
The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including Independent
Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance.
As on March 31, 2022, board comprises of Six Directors out of which 2 (Two) Directors are Executive Directors, 1 (One) Director is
Non-Executive Director and remaining 3 (Three) are Non-Executive Independent Directors.
Independent Directors are non-executive directors as defined under Regulation 16(1) (b) of the SEBI Listing Regulations as
amended from time to time. The maximum tenure of the Independent Directors is in compliance with the Companies Act, 2013. All
Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1) (b) of the SEBI Listing
Regulations as amended from time to time and Section 149 of the Companies Act, 2013. The present strength of the Board reflects
judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the
Company.
None of the Directors is a Director in more than ten Public Limited Companies. Further, none of the Directors on the Company’s
Board is a Member of more than ten Committees and Chairman of more than five Committees (Committees being, Audit Committee
and Stakeholder’s Grievance & Relationship Committee) across all the companies in which he/she is a Director. All the Directors
have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the office of
Director in more than ten public companies as on March 31, 2022. 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 three Listed Company and none of the
Director of the Company is holding position as Independent Director in more than seven Listed Company. None of the Directors is
Director in more than seven listed companies.

Page 15
The composition of the Board is in conformity with the Regulation 17 of the SEBI Listing Regulations. As at March 31, 2022, the
Board comprised following Directors;
No. of Committee^
Date of Directorship in
Total in which in which No. of Shares Inter-se
Category Appointm other Listed
Name of Directorship Director is Director held as on Relation
Cum ent at Companies
Director in other Members is March 31, between
Designation current excluding our
Companies~ Chairma 2022 Directors
Term Company
n
Mr. Promoter October 7 - - - 2,58,17,275 Brother of
Yashwant Chairman 1, 2019 Mr.
Amratlal Equity Rashmikant
and
Thakkar Shares Amratlal
Managing
Director Thakkar
Mr. Promoter 01 Oct 5 - - - 279800 Brother of
Rashmikant Executive 2019 Equity Mr.
Amratlal Director Shares Yashwant
Thakkar Amratlal
Thakkar
Mr. Mayur Non-Promoter Septemb 7 Independent 5 4 - No Relation
Rajendrabha Independent er 30, Director in Bloom
i Parikh Director 2019 Dekor Limited,
Rose Merc
Limited and
Madhav Infra
Projects Limited,
Interactive
Financial Services
Limited
Mr. Haresh Non-Promoter July 28, - - - 2 - No Relation
Jashubhai Independent 2020
Chaudhari Director

Mrs. Urshita Non-Promoter July 27, 1 Independent 2 2 - No Relation

Mittalbhai Independent 2017 Director in
Patel Director Amrapali Capital
And Finance
Services Limited
Ms. Bhumi Non- April 26, 3 Independent 4 0 - No Relation
Atit Patel Executive 2021 Director in
Non Amrapali Capital
Independent And Finance
Director Services limited,
Amrapali Fincap
Limited
^ Committee includes Audit Committee and Stakeholder’s Grievance & Relationship Committee across all Public Companies
including our Company.
~ excluding Section 8 Company, Struck off Company, Amalgamated Company, LLPs and our Company.
None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the
Companies Act, 2013. A Certificate from M/s Payal Dhamecha & Associates, Practicing Company Secretary, Ahmedabad as
stipulated under Regulation 34 read with Schedule V of the SEBI LODR Regulations, is attached as an Annexure – D1 to this
Report.
Relationship between Directors inter-se
None of the above Directors bear inter-se relation with other Director except, Mr. Yashwant Amratlal Thakkar and Mr. Rashmikant
Amratlal Thakkar who are brothers.
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.

Page 16
During the year under review, Board of Directors of the Company met 14 (Fourteen) times, viz April 01, 2021, April 08, 2021, April
26 2021, June 30, 2021, August 14, 2021, September 06, 2021, October 08, 2021, November 13, 2021, November 24, 2021, January
18, 2022, January 24, 2022, February 7, 2022 February 14, 2022 and March 30 2022.
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;
Mr. Mr. Mrs. Mrs. Mrs.
Mr. Mayur Mr. Haresh
Name of Yashwant Rashmikant Urshita Komal Bhumi Atit
Rajendrabhai Jashubhai
Director Amratlal Amratlal Mittalbhai Hemal Patel
Parikh Chaudhari
Thakkar Thakkar Patel Parekh
No. of Board
14 14 14 14 14 14 14
Meeting held
No. of Board
Meeting eligible 14 14 14 14 14 02 12
to attend
Number of
Board Meeting 14 14 7 14 14 - 12
attended
Presence at the
YES YES NO YES NO NA YES
previous AGM
During the year, the Board of Directors have not passed any resolutions through circulation.
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 Non-Executive 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 Listing
Regulations and they are Independent of Management.
A separate meeting of Independent Directors was held on March 30, 2022 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
http://www.amrapalispot.com/investors/upload/NominationandRemunerationPolicy_20210419152529.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 2021-22. 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 for re-appointment as Independent Directors and are independent of the
Management.
None of Independent Directors have resigned during the year.
FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS
The Company has formulated a policy to familiarise the Independent Directors with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various
programmes. The details of such familiarization programmes are disclosed on the website of the Company and the web link for the
same is http://www.amrapalispot.com/investors/upload/FamiliarizationProgrammeForDirector_20210419152506.pdf.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:
In terms of Regulation 17(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has adopted the Code of Conduct for the Board of Directors and Senior Management Personnel of the
Company. The compliance of the said code has been affirmed by them annually. The Code of Conduct also includes the duties of
Independent Directors. A copy of the Code has been put up on the Company’s website and same may be accessed at
http://www.amrapalispot.com/investors/upload/CodeofConduct_20210419152440.pdf
A declaration signed by the Chairman and Managing Director of the Company is attached with this report.
SKILLS/EXPERTISE/ COMPETENCIES OF BOARD OF DIRECTORS:
The following is the list of core skills/expertise/competencies identified by the Board of Directors as required in the context of the
company’s aforesaid business for it to function effectively and those available with the board as a whole.
(a). Leadership & Strategic Planning: Experience in driving business in existing market and leading management teams to make
decisions in uncertain environments based on practical understanding, appreciation and understanding of short-term and long-
term trends.
(b). Knowledge: Understand the Company’s business, policies, and culture (including its mission, vision, values, goals, current
strategic plan, governance structure, potential opportunities) and knowledge of the industry in which the Company operates.
(c). Corporate Governance: Experience in developing governance practices and observing the same, accountability and insight to
the best interests of all stakeholders, driving corporate ethics and values.

Page 17
(d). Financial: Leadership in financial management, proficiency in complex financial planning and execution whilst understanding
the short-term and long term objective of the Company and maintaining cordial relationship with various Bankers, Financial
Institutions and NBFCs.
(e). Legal & Regulatory Expertise: Understanding the complex web of multiple legal regulations, for undertaking the best
decision under the ambit of law, updation of such skills and monitoring of person performing such functions.
In terms of the requirement of the Listing Regulations, the Board has identified the core Skills/expertise/competencies of the
Directors in the context of the Company’s business for effective functioning and as available with the Board. These are as follows;
Mr. Mr.
Mr. Mayur Mr. Haresh Mrs. Urshita
Yashwant Rashmikant Mrs. Bhumi
Name of Director Rajendrabhai Jashubhai Mittalbhai
Amratlal Amratlal Atit Patel
Parikh Chaudhari Patel
Thakkar Thakkar
Leadership & Strategic
Yes Yes Yes - - -
Planning
Knowledge Yes Yes Yes Yes Yes Yes
Corporate Governance Yes Yes Yes Yes Yes Yes
Financial Yes Yes Yes Yes Yes -
Legal & Regulatory
Yes Yes Yes Yes Yes -
Expertise
COMMITTEES OF BOARD
The terms of reference of Board Committees are determined by the Board from time to time. Presently the Company has Four (4)
committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Grievance & Relationship Committee
and Corporate Social Responsibility Committee. All the decisions pertaining to the constitution of the Committees, appointment of
members, and fixing of terms of reference for committee members are taken by the Board of Directors. Details on the role and
composition of these committees, including the number of meetings held during the financial year and the related attendance, are
provided in detailed hereunder.
There were no instances during the financial year 2021-22, wherein the Board had not accepted recommendations made by any
committee of the Board.
A. Audit Committee
The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of
Listing Regulations for the purpose of assisting the Board in fulfilling its overall responsibilities of monitoring financial reporting
processes, reviewing the Company’s established systems and processes for internal financial controls, governance and reviewing the
Company’s statutory and internal audit activities.
During the year, the Committee carried out its functions as per the powers and roles given under Regulation 18 read with Part C of
Schedule II of SEBI LODR Regulations, 2015 and Companies Act, 2013.The terms reference of Audit Committee has been revised
as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, through circular resolution passed
by the Board of Directors on March 30, 2019 which is applicable from April 1, 2019 which is briefed hereunder;
Role of Committee:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board
for approval, with particular reference to:
a) Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of
clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus /

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 notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;
18. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
19. Approval of appointment of CFO (i.e., the Whole time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Reviewing the Management letters/ letters of Internal Control weaknesses issued by Statutory Auditor;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
22. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees
100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of the provision and
23. The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of financial statement before their submission to the Board and may also discuss any
related issues with the internal and statutory auditors and the management of the Company.
Review of Information by the Committee:
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters/letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses;
5. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee
and
6. statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of
Regulation 32(7).
7. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;
8. Examination of the financial statement and auditors’ report thereon;
9. Approval or any subsequent modification of transactions of the Company with related parties;
10. Scrutiny of inter-corporate loans and investment;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitoring the end use of funds raised through public offers and related matters;
14. Any other matters as prescribed by law from time to time.
Powers of Committee:
The Committee-
1. May call for comments of auditors about internal control system, scope of audit, including observations of auditors and review
of financial statement before their submission to board;
2. May discuss any related issues with internal and statutory auditors and management of the Company;

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3. To investigate into any matter in relation to above items or referred to it by Board;
4. To obtain legal or professional advice from external sources and have full access to information contained in the records of the
Company;
5. To seek information from any employee;
6. To secure attendance of outsiders with relevant expertise, if it considers necessary;
7. Any other power as may be delegated to the Committee by way of operation of law.
Composition of Committee, Meeting and Attendance of each Member at Meetings:
Audit Committee meeting is generally held one in quarter for the purpose of recommending the quarterly / half yearly / yearly
financial result and the gap between two meetings did not exceed one hundred and twenty days. Additional meeting is held for the
purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit
Committee met 8 (Eight) times on April 01, 2021, April 08, 2021, June 30, 2021, August 14, 2021, September 06, 2021, November
13, 2021, February 14, 2022 and March 30, 2022 The composition of the Committee during the year and the details of meetings
attended by its members are given below:
Designation Number of meetings during the financial year 2021-22
Name of Members Category in
Held Eligible to attend Attended
Committee
Mr. Haresh Jashubhai Independent Director Chairperson 8 8 8
Chaudhari
Mr. Mayur Rajendrabhai Independent Director Member 8 8 5
Parikh
Mrs. Urshita Mittalbhai Independent Director Member 8 8 8
Patel
The Company Secretary of the Company acts as a Secretary to the Committee. The Constitution of the Audit Committee is in line
with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.
The Statutory Auditors and Internal 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. Haresh Jashubhai Chaudhari, the Chairman of the Committee had attended last Annual General Meeting of the Company held
on September 28, 2021.
Recommendations of Audit Committee have been accepted by the Board of wherever/whenever given.
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 and Regulation 19 of Listing Regulations.
Terms of reference:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to
the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. devising a policy on diversity of board of directors;
4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with
the criteria laid down, and recommend to the board of directors their appointment and removal.
5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors.
6. Recommend to the board, all remuneration, in whatever form, payable to senior management.
Explanation: Senior Management means personnel who are members of the core management team excluding BOD comprising
all members of management one level below the executive directors, including functional heads.
7. Other terms of reference as prescribed under Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014.
Composition of Committee, Meeting and Attendance of each Member at Meetings:
Nomination and Remuneration Committee meeting is generally held at least once in a year. Additional meetings are held for the
purpose of recommending appointment/re-appointment of Directors and Key Managerial Personnel and their remuneration. During
the year under review, Nomination and Remuneration Committee met 3 (Three) times viz, April 26, 2021, September 06, 2021, and
March 30, 2022.The composition of the Committee during the year and the details of meetings attended by its members are given
below:

Page 20
 Designation Number of meetings during the financial year 2021-22
Name of Members Category in
Held Eligible to attend Attended
Committee
Mr. Haresh Jashubhai Independent Director Chairperson 3 3 3
Chaudhari
Mr. Mayur Rajendrabhai Independent Director Member 3 3 2
Parikh
Mrs. Urshita Mittalbhai Independent Director Member 3 3 3
Patel
Performance Evaluation:
Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company and
may be accessed at link http://www.amrapalispot.com/investors/upload/PerformanceEvaluationPolicy_20210419152620.pdf
Remuneration of Directors:
The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company.
Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration Policy
of the Company which is hosted on the
http://www.amrapalispot.com/investors/upload/NominationandRemunerationPolicy_20210419152529.pdf
During the year under review, the Company has paid remuneration to Executive Directors of the Company, details of which are as
under;
Remuneration
Sr. Name of Component
Designation paid (Rs. in Tenure
No. Directors of payment
Lakh)
1. Mr. Yashwant Chairman Fixed Salary Rs.2.16 for 5 years
Thakkar and F.Y. 2021-22 Appointed as Chairman and Managing Director
Managing w.e.f. October 1, 2019 and the same was approved
Director by the Members in their AGM held on September
27, 2019
2. Mr. Executive Fixed Salary Rs. 2.16 for 5 years
Rashmikant Director F.Y. 2021-22 Change in Designation of Mr. Rashmikant
Thakkar Amratlal Thakkar in their AGM held on September
28, 2021 from Whole Time Director of the
Company to Executive Director of the Company
for his remaining tenure, i.e. upto September 30,
2024
The remuneration of the Directors is decided by the Nomination and Remuneration Committee based on the performance of the
Company in accordance with the Nomination and Remuneration Policy within the limit approved by the Board or Members.
Apart from sitting fees, Non-Executive Directors do not receive any other consideration except in their professional capacity.
Further, the Non-Executive Directors are paid sitting fees within the limits as stipulated under Section 197 of Companies Act, 2013,
for attending Board/Committee Meetings. Sitting Fees paid to Directors does not require the approval of Shareholders and Central
Government.
C. Stakeholder’s Grievance & Relationship Committee
Terms of Reference:
The Company has constituted Stakeholder’s Grievance & Relationship responsible for the Redressal of Shareholders, Debenture
holders and other security holders grievances including non-receipt of Annual reports, non-receipt of declared dividend,
Transfer/Transmission/Demat of Securities/Issue of Duplicate Certificates, etc. The Committee also oversees the performance of the
Registrar & Transfer agents of the Company relating to the investors’ services and recommends measures for improvement.
Composition of Committee, Meetings and Attendance of each Member at Meetings:
During the year under review, Stakeholder’s Grievance & Relationship Committee met 4 (Four) times on June 30, 2021, August 14,
2021, November 13, 2021 and February 14, 2022.
The composition of the Committee during the year and the details of meetings attended by its members are given below:

Page 21
 Designation Number of meetings during the financial year 2021-22
Name of Members Category in
Held Eligible to attend Attended
Committee
Mr. Haresh Jashubhai Independent Director Chairperson 4 4 4
Chaudhari
Mr. Mayur Rajendrabhai Independent Director Member 4 4 4
Parikh
Mrs. Urshita Mittalbhai Independent Director Member 4 4 4
Patel
Name and Designation of Compliance Officer
Mrs. Ekta Jain, Company Secretary of the Company is acting as the Compliance Officer.
Complaint

Number of complaints outstanding as on April 1, 2021 Nil

Number of complaints received from the Investors from April 1, 2021 to March 31, 2022 2

Number of complaints solved to the satisfaction of the Investors from April 1, 2021 to March 31, 2
2022

Number of complaints pending as on March 31, 2022 Nil

D. 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. 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 met 2 (Two) times on September 06, 2021 and March 30, 2022 in which requisite
quorum were present. The meetings were held to review and approve the expenditure incurred by the Company towards CSR
activities.
The composition of the Committee during the year and the details of meetings attended by its members are given below:
Designation Number of meetings during the financial year 2021-22
Name of Members Category in
Held Eligible to attend Attended
Committee
Mr. Yashwant Amratlal Chairman and
Chairman 2 2 2
Thakkar Managing Director
Mr. Mayur Rajendrabhai Independent Director Member 2 2 1
Parikh
Mr. Haresh Jashubhai Independent Director Member^ 2 2 2
Chaudhari
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 “Jalaram Provision Stores”
and provides same to 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 http://www.amrapalispot.com/investors.php
GENERAL BODY MEETINGS
Annual General Meetings
Financial
Date Location of Meeting Time No. of Special Resolutions passed
Year
2020-21 September 28, 2021 Registered Office: 05:00 1. Change in Designation of Mr. Rashmikant
Unit No. PO5-02E,5th Floor, Tower P.M. Amratlal Thakkar (DIN:00071144) from
A WTC Gift City, Gandhinagar- Whole-Time Director to Executive Director
382355 and facility to attend Annual of the Company.
General Meeting through Video
Conferencing (“VC”) / Other Audio
Visual Means (“OAVM”)
2019-20 September 30, 2020 Through Video Conferencing 05.00 1. Re-appointment of Mr. Haresh Chaudhari

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 Financial
Date Location of Meeting Time No. of Special Resolutions passed
Year
(“VC”) / Other Audio Visual Means P.M. (DIN 06947915) as Non-Executive
(“OAVM”) Independent Director of the Company.

2018-19 September 27, 2019 Registered Office: 03.00 1.Re-appointment of Mr. Mayur Parikh (DIN
19, 20, 21, Third Floor, Narayan P.M. 00005646) as Non-Executive Independent
Chambers, B/H Patang Hotel Director of the Company
Ashram Road, Ahmedabad – 380 2. Re-appointment of Mr. Yashwant Thakkar
006, Gujarat (DIN 00071126) as Chairman and Managing
Director of the Company
3. Re-appointment of Mr. Rashmikant
Thakkar (DIN 00071144) as Whole-Time
Director of the Company
GENERAL MEETING
 During the year The NCLT convened separate meetings of equity shareholders and unsecured creditors of the Company
were held on Monday, December 27, 2021 at 03:00 p.m. (IST) and 04:30 p.m. (IST) respectively for approving the
Scheme of Arrangement pursuant to Sections 230 and 232 of the Companies Act. 2013 for demerger of the Entertainment
Business ("Demerged Undertaking") of Amrapali Industries Limited into Amrapali Asset Reconstruction Company Private
Limited. ("Scheme") and their respective members and creditors.
 Scheme of Arrangement pursuant to Sections 230 and 232 of the Companies Act 2013 for demerger of the Entertainment
Business ("Demerged Undertaking") of Amrapali Industries Limited into Amrapali Asset Reconstruction Company Private
limited. ("Scheme") was approved by the respective meetings of the equity shareholders and the unsecured creditors was
approved with requisite majority.
PASSING OF SPECIAL RESOLUTION THROUGH POSTAL BALLOT
During the year, no special resolution was passed through postal ballot. There is no special resolution proposed to be conducted
through postal ballot.
DISCLOSURES REGARDING COMMODITY RISKS BY LISTED ENTITIES.
The Company does not deal in any commodity risk or foreign exchange or hedging activities and hence is not directly exposed to
any commodity price risk.
MEANS OF COMMUNICATION
a. Financial Results
The quarterly, half-yearly and annual results are published in widely circulating national and local dailies such as “Western Times”
in English and “Western Times” in Gujarati Newspaper and are displayed on the website of the Company www.amrapalispot.com.
b. Website
The Company's website www.amrapalispot.com contains a separate dedicated section namely “Investors” where shareholders
information is available. The Annual Report of the Company is also available on the website of the Company
www.amrapalispot.com in a downloadable form.
During the year under review, the Company has not made any presentations to institutional investors or to the analysts. Further, the
result of the Company has not been displayed any official news releases.
GENERAL SHAREHOLDERS INFORMATION
Date, Time and Venue of 34th Annual General Meeting
Day and Date: Monday, September 12, 2022
Time: 05.00 P.M.
Venue: VC/OAVM
CALENDER OF FINANCIAL YEAR ENDED MARCH 31, 2022
12 months period starting from April 1 and ends on March 31 of subsequent year. The meetings of Board of Directors for approval
of quarterly financial results during the financial year 2021-22 were held on the following dates:
Quarter ending Release of Results
Quarter ending on June 30, 2021 August 14, 2021
Quarter ending on September 30, 2021 November 13, 2021
Quarter ending on December 31, 2021 February 14, 2021
Quarterly and Year ended on March 31,2022 May 30, 2022
Annual General Meeting for the year ending March 31, 2021 September 28, 2021
FINANCIAL CALENDAR

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(Tentative and subject to change for the financial year 2022-23)
Quarter ending Release of Results
Quarter ending on June 30, 2022 On or before August 14, 2022(Approved in the Board meeting
held on August 10, 2022)
Quarter ending on September 30, 2022 On or before November14, 2022
Quarter ending on December 31, 2022 On or before February 14, 2023
Quarterly and Year ended on March 31,2023 On or before May 30, 2023
Annual General Meeting for the year ending March 31, 2022 Monday, September 12, 2022
DIVIDEND PAYMENT DATE
Due to losses in FY 2021-22, your Directors regret to declare any dividend for the financial year 2021-22 (previous year Nil).
The Company does not have any amount of unclaimed or unpaid Dividend as on March 31, 2022.
BOOK CLOSURE DATE
The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, September 6, 2022 to Monday,
September 12, 2022(both days inclusive) for the purpose of 34th Annual General Meeting.
LISTING ON STOCK EXCHANGES
BSE Limited,
25th Floor, P J Towers,
Dalal Street, Fort,
Mumbai – 400 001
Listing fees for the financial year 2021-22 as well as for FY 2022-23 has been paid to BSE Limited.
STOCK CODE/SYMBOL
BSE Limited (Scrip Code – 526241; Scrip ID – AMRAPLIN)
MARKET PRICE DATA
The Monthly high/low and the volume of the Company’s shares traded on stock exchanges and the Monthly high/ low of the said
exchanges are as follows:
Amrapali Industries Limited (Price in Rs.) S&P BSE SENSEX (Price in Rs.)
Month
High Price Low Price Closing Price High Price Low Price Close
April, 2021 5.00 3.5 4.50 50,375.77 47,204.50 48,782.36
May, 2021 6.2 3.86 5.50 52,013.22 48,028.07 51,937.44
June, 2021 5.77 4.61 5.70 53,126.73 51,450.58 52,482.71
July, 2021 10.46 5.71 10.46 53,290.81 51,802.73 52,586.84
August, 2021 14.67 8.75 9.66 57,625.26 52,804.08 57,552.39
September, 2021 12.5 9.14 9.36 60,412.32 57,263.90 59,126.36
October, 2021 13.29 8.5 10.24 62,245.43 58,551.14 59,306.93
November, 2021 16.54 9.11 16.53 61,036.56 56,382.93 57,064.87
December, 2021 25.7 13.55 25.70 59,203.37 55,132.68 58,253.82
January, 2022 29.85 20.15 22.85 61,475.15 56,409.63 58,014.17
February, 2022 24.75 16.35 18.95 59,618.51 54,383.20 56,247.28
March, 2022 21.4 18 19.55 58,890.92 52,260.82 58,568.51
REGISTRAR AND TRANSFER AGENTS
Purva Sharegistry (India) Private Limited
Address: Unit no. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lowe Parel (EAST), Mumbai, Maharashtra - 400 011;
Tel:+91-22-2301 2517/8261; Email:[email protected];Web:www.purvashare.com
SHARE TRANSFER SYSTEM
In terms of Regulation 40(1) of SEBI LODR, as amended, securities can be transferred only in dematerialization form w.e.f. April 1,
2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are
requested to consider converting their holdings to dematerialized form. Transfer of shares in electronic form is effected by the
depositories with no involvement of the Company.
Distribution of shareholding (As on March 31, 2022)

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On the basis of number of shares held:
Shareholders In Rs.
No. of Shares
Number % of Total Number % of Total
Up to 5000 5358 76.7 9124455 3.6
5001 10000 814 11.7 5627670 2.2
10001 20000 443 6.3 6365280 2.5
20001 30000 119 1.7 2980940 1.2
30001 40000 87 1.3 3029510 1.2
40001 50000 40 0.6 1787470 0.70
50001 100000 60 0.9 4006360 1.6
100001 and above 61 0.9 224132435 87.2
Total 6982 100.00 257054120 100.00
On the Category of Shareholders:
Shareholders Number of Shares held
No. of Shares
Number % of Total Number % of Total
Resident Individuals 6861 98.3 13039053 25.4
Corporate Promoter Under Same Management 2 0.0 2088857 4.1
Bodies Corporate 37 0.5 527271 1.0
Clearing Members 11 0.2 12406 0.0
Promoter 2 0.0 26097075 50.8
Promoter Relatives 4 0.1 9564000 18.6
N.R.I. (Non-Repat) 3 0.0 3760 0.0
N.R.I. (Repat) 6 0.1 9787 0.0
Hindu Undivided Family 56 0.8 68615 0.1
6982
Total 100.00 51410824 100.00
Dematerialization of Shares and Liquidity (as on March 31, 2022)
Mode No. of Shares Percentage
Demat 46478238 90.406
NSDL 43817783 85.231
CDSL 2660455 5.175
Physical 4932326 9.594
The shares are traded on BSE Limited. For those shareholders who hold the shares in physical form may contact Depository
Participant/RTA.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments conversion date and likely impact on equity
The Company has not issued any GDRs/ADRs/Warrants or any Convertible instruments till date. Hence, there are no outstanding
GDRs/ADRs/Warrants or any Convertible instruments.
Plant Locations
The Company, being engaged in service sector business, does not have any plant or factory.
Address of Correspondence
i) Amrapali Industries Limited
Mrs. Ekta Jain
Company Secretary and Compliance Officer
Address: Unit No. PO5-02D, 5th Floor,Tower A WTC Gift City Gandhinagar-382355
E-Mail: [email protected];Phone:+91-79-2658 1329;
For transfer/dematerialization of shares, change of address of members and other queries:
Purva Sharegistry (India) Private Limited

Page 25
Address: Unit no. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lowe Parel (EAST), Mumbai, Maharashtra - 400 011;
Tel: +91-22-2301 2517/8261; Email:[email protected];Web:www.purvashare.com
CREDIT RATINGS AND ANY REVISION THERETO:
The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal
involving mobilization of funds in India or abroad during the financial year ended March 31, 2022. The Company has not obtained
any credit rating during the year.
DISCLOSURE:
Subsidiary Companies
The Board of Directors at its meeting held on Monday. February 07, 2022 has approved the incorporation of a wholly owned
subsidiary of the company namely Amrapali Industries Global IFSC Limited (WOS) by subscribing 1,50,000 (One lac and fifty
thousand) shares or Rs. 10/· each in the paid-up share capital of the Company. The wholly owned subsidiary will leverage the
growth opportunities in the evolving mobility space by functioning as Bullion Trading Member. Bullion Trading Clearing member,
capital market intermediary and Portfolio management consultant as International Financial Service Centre Unit. WOS was
incorporated via Certificate of Incorporation dated February 15, 2022. However WOS has not yet commenced operations
MATERIAL RELATED PARTY TRANSACTION
During the year 2021-22, there was one transaction which materially significant related party transactions which does not have any
potential conflict with the interests of the Company at large for which necessary approval of the Members has been obtained.
Further, there was no materially significant related party transaction that may have potential conflict with the interests of the
Company at large. Attention of members is drawn to the disclosure of transactions with the related parties set out in Notes to
Accounts - Note No. 31, forming part of the Annual Report.
The Board has approved a policy for related party transactions which has been uploaded on the Company’s website. The policy is
uploaded on the website of the Company at
http://www.amrapalispot.com/investors/upload/RelatedPartyTransactionPolicy_20210419152753.pdf
COMPLIANCES
Except specifically mentioned in the Secretarial Audit Report/Annual Secretarial Compliance Report, there were neither any
instances of non-compliance by the Company nor there were any penalties or strictures imposed on the Company by the Stock
Exchange/(s) or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.
RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Company. During the year under review, the
Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations
of the Company.
PROCEEDS FROM PUBLIC ISSUES, RIGHTS ISSUES, PREFERENTIAL ISSUES ETC.
During the year under review, the Company has not raised any proceeds from public issue, right issue, preferential issues, etc.
CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) read with part B of Schedule II of SEBI LODR Regulations, the Certification by CEO and CFO has
been obtained and the said certification has been placed before the Board Members of the Company for perusal.
ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the
Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial
Statements.
WHISTLE BLOWER
The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s Code of Conduct or ethic policy. The said mechanism also provides for adequate
safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the
Board’s Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at
http://www.amrapalispot.com/investors.php.
DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF NON-MANDATORY
REQUIREMENTS
The Company has complied with the applicable mandatory requirements as specified under Regulation 15 of SEBI LODR. The
Company has adopted following non-mandatory requirements as prescribed under Regulation 27(1) read with Part E of Schedule II
of the SEBI LODR.
The Board: Since the company does not have a non-executive chairman it does not maintain such office.
Shareholders Rights: The quarterly and half-yearly financial results are published in widely circulated dailies and also displayed on
Company’s website viz. http://www.amrapalispot.com/investors.php Hence, these are not individually sent to the Shareholders.
Modified Opinion(s) in audit report: There is no modified opinion given in the Auditors’ Report on Financial Statements.
Reporting of Internal Auditor: The internal auditor directly reports to audit committee.

Page 26
TOTAL FEES PAID TO STATUTORY AUDITORS OF THE COMPANY
Total fees of Rs. 2,14,000/- (Rupees Two Lakhs Fourteen Thousand Only) plus GST for financial year 2021-22, for all services, was
paid by the Company to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a
part.
DISCLOSURE RELATING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The
details relating to the number of complaints received and disposed of during the financial year 2021-22 are prescribed under Board’s
Report forming part of this Annual Report.
SECRETARIAL COMPLIANCE REPORT
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all
applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the
Secretarial Audit Report by Practicing Company Secretaries under Form MR-3 and is required to be submitted to Stock Exchanges
within 60 days of the end of the financial year.
Accordingly, the Company has engaged Ms. Payal Dhamecha& Associates (CP No. 20411), Practicing Company Secretary as
Secretarial Auditor of the Company for providing this certification. The Company is publishing the said Secretarial Compliance
Report, on voluntary basis and the same has been annexed as Annexure E2 to the Board’s Report forming part of this Annual Report.
Compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 of Listing Regulations
Compliance
Sr. Regulation
Particulars status
No. Number
(Yes/No/NA)
1 Independent director(s) have been appointed in terms of specified criteria of 16(1)(b) & 25(6) Yes
‘independence’ and/or ‘eligibility’
2 Board composition 17(1), 17(1A) & Yes
17(1B)
3 Meeting of Board of directors 17(2) Yes
4 Quorum of Board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) NA
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Composition of nomination & remuneration committee 19(1) & (2) Yes
18 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
19 Meeting of Nomination and Remuneration Committee 19(3A) Yes
20 Composition of Stakeholder Relationship Committee 20(1), 20(2) & Yes
20(2A)
21 Meeting of Stakeholders Relationship Committee 20(3A) Yes
22 Composition and role of risk management committee 21(1),(2),(3),(4) NA
23 Meeting of Risk Management Committee 21(3A) NA
24 Vigil Mechanism 22 Yes
25 Policy for related party Transaction 23(1), (1A), (5), Yes
(6), (7) & (8)
26 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
27 Approval for material related party transactions 23(4) Yes
28 Disclosure of related party transactions on consolidated basis 23(9) Yes
29 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
30 Other Corporate Governance requirements with respect to subsidiary of listed 24(2), (3), (4), Yes
entity (5) & (6)
31 Annual Secretarial Compliance Report 24(A) Yes

Page 27
 Compliance
Sr. Regulation
Particulars status
No. Number
(Yes/No/NA)
32 Alternate Director to Independent Director 25(1) NA
33 Maximum Tenure 25(2) Yes
34 Meeting of independent directors 25(3) & (4) Yes
35 Familiarization of independent directors 25(7) Yes
36 Declaration from Independent Director 25(8) & (9) Yes
37 D & O Insurance for Independent Directors 25(10) NA
38 Memberships in Committees 26(1) Yes
39 Affirmation with compliance to code of conduct from members of Board of 26(3) Yes
Directors and Senior management personnel
40 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
41 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
CEO AND CFO CERTIFICATION
The Managing Director (MD), Chief Financial Officer (CFO) and CEO of the Company give annual certification on financial
reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this
Report. The MD, CFO and CEO also give quarterly certification on financial results while placing the financial results before the
Board in terms of Regulation 33(2) of the Listing Regulations.
COMPLIANCE CERTIFICATE OF THE AUDITORS
A Certificate from M/s. Payal Dhamecha & Associates Practicing Company Secretaries Ahmedabad confirming the compliance with
the conditions of Corporate Governance as stipulated under Clause E of Schedule V of the SEBI LODR Regulations is attached as an
Annexure – D2 to this Report.
Registered office: For and on behalf of Board of Directors
Unit No. PO5-02E, 5th Floor, Tower A WTC Gift City, Amrapali Industries Limited
Gandhinagar-382355 CIN: L91110GJ1988PLC010674

SD/-
Date: 20/08/2022 Yashwant Amratlal Thakkar
Place: Ahmedabad Chairman and Managing Director
DIN 00071126

DECLARATION
I, Yashwant Amratlal Thakkar, Chairman and Managing Director of Amrapali Industries Limited hereby declare that as of March 31,
2022, all the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct and Ethics for
Directors and Senior Management Personnel laid down by the Company.

Registered office: For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor, Tower A WTC Gift City, Amrapali Industries Limited
Gandhinagar-382355 CIN: L91110GJ1988PLC010674

SD/-
Yashwant Amratlal Thakkar
Date: 20/08/2022 Chairman and Managing Director
Place: Ahmedabad DIN 00071126

Page 28
 CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
To,
The Board of Directors,
Amrapali Industries Limited,

We, Mr. Yashwant Amratlal Thakkar, Chairman and Managing Director, Mr. Satish Amratlal Patel Chief Executive Officer and
Chief Finance Officer and Mr. Rajendra Bholabhai Patel, Chief Executive Officer of Amrapali Industries Limited certify that:

We have reviewed the financial statements and the cash flow statement of the Company for the year ended March 31, 2022 and to
the best of our knowledge and belief:
I. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading.
II. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
III. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended
March 31, 2022 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
IV. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of the internal control system of the Company pertaining to financial reporting and We have
not come across any reportable deficiencies in the design or operation of such internal controls.
V. We further certify that we have indicated to the Auditors and the Audit Committee:
a) There have been no significant changes in internal control over financial reporting during the year;
b) There have been no significant changes in accounting policies during the year and the same have been disclosed
in the notes to the financial statements; and
c) There have been no instances of significant fraud, of which we have become aware, involving management or
any employee having a significant role in the Company’s internal control system over financial reporting.

For and on behalf of Board of Directors

Amrapali Industries Limited,
CIN: L91110GJ1988PLC010674

_______SD/-__________ _______SD/-_____ ___________SD/__________

Registered office: Yashwant Amratlal Satish Amratlal Patel Rajendra Bholabhai Patel
Unit No. PO5-02E, 5th Floor, Tower A Thakkar CEO and CFO CEO
WTC Gift City, Gandhinagar-382355 Managing Director PAN: ACRPP2819H PAN: AAYPP0206D
DIN: 00071126
Date: 20/08/2022
Place: Ahmedabad

Page 29
 ANNEXURE-D1
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015]

To,
The Members of,
AMRAPALI INDUSTRIES LIMITED
Unit No. PO5-02D, 5th Floor,
Tower A WTC Gift City Gandhinagar-382355
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Amrapali Industries
Limited having CIN: L91110GJ1988PLC010674 and having registered office at Unit No. PO5-02D, 5th Floor, Tower A WTC Gift
City Gandhinagar-382355 (hereinafter referred to as “the Company”), produced before me by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause (10)(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31,
2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Date of Appointment in
Sr. No. Name of Directors Director Identification Number
the Company*
1. Mr. Yashwant Amratlal Thakkar 00071126 July 15, 2015
2. Mr. Rashmikant Amratlal Thakkar 00071144 May 10, 1988
3. Mr. Mayur Rajendrabhai Parikh 00005646 September 11, 1992
4. Mr. Haresh Jashubhai Chaudhari 06947915 July 28, 2016
5. Mrs. Urshita Mittalbhai Patel 07891320 July 27, 2017
6. Ms. Bhumi Atit Patel 07473437 April, 26 2021
* As per website of Ministry of Corporate Affairs.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. My responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.

For Payal Dhamecha & Associates

Company Secretaries
Firm Registration Number: -
Peer Review Number: - 2115/2022

SD/-
Payal Dhamecha
Proprietor
M No. A47303, COP: - 20411
UDIN:- A047303D000820086
Date: - August 20, 2022
Place: -Ahmedabad

Page 30
 ANNEXURE -D2
CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE
REQUIREMNTS UNDER THE SEBI (LISTING OBLIGATION AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
(Refer Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members of,
AMRAPALI INDUSTRIES LIMITED
Unit No. PO5-02D, 5th Floor,
Tower A WTC Gift City Gandhinagar-382355

The Corporate Governance Report prepared by AMRAPALI INDUSTRIES LIMITED (“AIL”) (CIN L91110GJ1988PLC010674)
(“the Company”), contains details as stipulated in regulations 17 to 27, clauses (b) to (i) of sub- regulation (2) of regulation 46 and
para C and D of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“the Listing Regulations”) (‘applicable criteria’) with respect to Corporate Governance for the year
ended March 31, 2022. This report is required by the Company for annual submission to the Stock exchange and to be sent to the
Shareholders of the Company.

MANAGEMENT’S RESPONSIBILITY
The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the
preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance
Report. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the
conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

SECRETARIAL AUDITOR’S RESPONSIBILITY

My responsibility is to provide a reasonable assurance in the form of an opinion whether the Company has complied with the
condition of Corporate Governance, as stipulated in the Listing Regulations.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance of the
Corporate Governance Report with the applicable criteria. The procedures includes but not limited to verification of secretarial
records and financial information of the Company and obtained necessary representations and declarations from directors including
independent directors of the Company.
The procedures also include examining evidence supporting the particulars in the Corporate Governance Report on a test basis.
Further, our scope of work under this report did not involve me performing audit tests for the purposes of expressing an opinion on
the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

OPINION
Based on the procedures performed by me as referred above and according to the information and explanations given to me, In my
opinion that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations, as
applicable for the year ended on March 31, 2022, referred above.

OTHER MATTERS AND RESTRICTION ON USE

This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its
obligations under the Listing Regulations and should not be used by any other person or for any other purpose.
Accordingly, We do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it
is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for
events and circumstances occurring after the date of this report.

For Payal Dhamecha & Associates

Company Secretaries
Firm Registration Number: -
Peer Review Number: - 2115/2022

SD/-
Payal Dhamecha
Proprietor
M No. A47303, COP: - 20411
UDIN:- A047303D000820121
Date: - August 20, 2022
Place: -Ahmedabad

Page 31
 ANNEXURE-E1
SECRETARIAL AUDIT REPORT
Form No. MR-3
For the financial year ended March 31, 2022
[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 INDUSTRIES LIMITED
Unit No. PO5-02D, 5th Floor Tower A WTC,
Gift City Gandhinagar -382355

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by AMRAPALI INDUSTRIES 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, 2022, 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, 2022 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 Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under to the extent of
Foreign Direct Investment;
v. The Listing Agreement entered into by the Company with Stock Exchange;
vi. 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 and
circulars/ guidelines/Amendments issued thereunder;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and circulars/
guidelines/Amendments issued thereunder;
c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
circulars/ guidelines/Amendments issued there under; and
vii. Revised 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 there under, Regulations,
guidelines etc. mentioned above subject to the following observations;
Compliance Requirement
Observations/ Remarks of the Practicing
Sr. No. (Regulations/ circulars / guidelines Deviations
Company Secretary
including specific clause)
1. Regulation 33(3)(d) The Company was The Company has delayed submission of Limited
Non-submission of the Limited required to submit Review report by 1 day for the Unaudited Financial
Review Report within the period Limited Review report Result for the Quarter ended on December 31 2021.
prescribed under this regulation along with submission BSE had levied fine of Rs. 5000 for delay of 1 day
of Unaudited Financial as per SEBI Circular no.
Result for the quarter SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
ended on December 31 22, 2020. Fine Amount of Rs. 5000 was paid by
2021. Company on 22/03/2022 .

Further, the company being engaged in the business of trading of precious metal like gold and silver and business of entertainment
recreational activities.
There are few specific applicable laws to the Company which are not mentioned above, which requires approvals or compliances
under the respective laws, as list out below,
i. The Forward Contracts (Regulation) Act, 1952 and rules made there under and
ii. The Compliances in respect of bylaws, rules, regulations, circulars etc. of MCX/ / MCXCCL
iii. (Stock Brokers and Sub-Brokers) Regulations, 1992

Page 32
I have relied on the representation made by the Company and its officers for system and mechanism framed by the Company for
compliances of the said laws.

During the Period under review, provisions of the following Acts, Rules, Regulations and Standards were not applicable to the
Company,

i. 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; - the Company is not registered as Registrar to an Issue & Share Transfer Agent.
However, the Company has appointed Purva Sharegistry (India) Private Limited as Registrar & Share Transfer Agent as per
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Up to June 09, 2021) and
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (with effect from June 10, 2021);
iii. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Up to August 08, 2021);
iv. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Up to August 12th 2021) and
The Securities and Exchange Board of India ( Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (with
effect from August 13, 2021) ;
v. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and circulars/
guidelines/Amendments issued there under.
vi. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and circulars/
guidelines/Amendments issued there under;
vii. The reporting of clause 6(A) and 6(B) of the circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019 issued by the
Securities and Exchange Board of India on “Resignation of statutory auditors from listed entities and their material
subsidiaries
viii. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct
Investment and External Commercial Borrowings.
Apart from above Acts, Rules, Regulations and Standards, I have been informed that the Company is not required to make any
compliances with National Commodity & Derivatives Exchange Limited (NCDEX) since the Company has not made any trade at
NCDEX during the financial year 2021-22.

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Director,
Independent Directors and Woman Director. The changes in the composition of the Board of Directors / appointment / re-
appointments of Directors that took place during the period under review were carried out in compliance with the provisions of the
Act. However no sitting fees is paid to any of the Non-Executive Directors for attending Board/Committee Meeting.
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.
Since none of the members have communicated dissenting views in the matters / agenda proposed from time to time for
consideration of the Board and Committees thereof, during the year under the report, hence were not required to be 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.
There was no event/action which had major bearing on the Company’s affairs in pursuance to the above referred laws, rules,
regulations, guidelines, standards, etc.

I further report that during the period under review–

 The Board of Directors of the Company at its meeting held on April 08, 2021 have considered and approved the change of
Appointed Date of the Scheme of demerger from April 01, 2020 to April 01, 2021. Apart from the said change, all other
clauses of the Scheme (including consideration clause) remained same.
 Changes in the Scheme as per Observation of Stock Exchange and SEBI Observation letter dated march 30, 2021 was
approved by Board of Directors in their Meeting held on June 30, 2021.
 The NCLT convened separate meetings of equity shareholders and unsecured creditors of the Company were held on
Monday, December 27, 2021 at 03:00 p.m. (IST) and 04:30 p.m. (IST) respectively for approving the Scheme of
Arrangement pursuant to Sections 230 and 232 of the Companies Act. 2013 for demerger of the Entertainment Business
("Demerged Undertaking") of Amrapali Industries Limited into Amrapali Asset Reconstruction Company Private Limited.
("Scheme") and their respective members and creditors.
 Scheme of Arrangement pursuant to Sections 230 and 232 of the Companies Act 2013 for demerger of the Entertainment
Business ("Demerged Undertaking") of Amrapali Industries Limited into Amrapali Asset Reconstruction Company Private
limited. ("Scheme") was approved by the respective meetings of the equity shareholders and the unsecured creditors was
approved with requisite majority.

Page 33
  Amrapali Industries Limited incorporated wholly owned subsidiary, Amrapali Industries Global IFSC Limited by
subscribing 1,50,000 ( One Lakh and Fifty Thousand only) Equity Shares of Rs. 10 each in the paid up share capital of the
Company. WOS was incorporated via Certificate of Incorporation dated February 15, 2022. However WOS has not yet
commenced operations.

For Payal Dhamecha & Associates

Practicing Company Secretary

SD/-
Payal Dhamecha
Proprietor
ACS No.:47303 COP No. 20411
(Unique Code: S2020GJ735800)
UDIN: A047303D000820075

Date:- August 20, 2022

Place:- Ahmedabad
Note: This Report is to be read with my letter of even date which is annexed as Annexure I and this Annexure form integral part of
this report.

Annexure I
To,
The Members,
AMRAPALI INDUSTRIES LIMITED
Unit No. PO5-02D, 5th Floor Tower A WTC,
Gift City Gandhinagar -382355
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 on test basis, on the records and documents provided by the
Management of the Company, 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. 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.
5. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
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.

For Payal Dhamecha & Associates

Practicing Company Secretary

SD/-
Payal Dhamecha
Proprietor
ACS No.:47303 COP No. 20411
(Unique Code: S2020GJ735800)
UDIN: A047303D000820075

Date:- August 20, 2022

Place:- Ahmedabad

Page 34
 ANNEXURE-E2

SECRETARIAL COMPLIANCE REPORT

OF
AMRAPALI INDUSTRIES LIMITED
For the Financial Year ended on March 31, 2022
[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We, have examined:

a) all the documents and records made available to us and explanation provided by Amrapali Industries Limited (“the
Company” or “the listed entity” or “AIL”),
b) the filings/ submissions made by the listed entity to the stock exchanges,
c) website of the listed entity and
d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

For the year ended on March 31, 2022 (“Review Period”) in respect of compliance with the provisions of;

a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include;

 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
 Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
 Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
 Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (to the extent applicable);
 The Forward Contracts (Regulation) Act, 1952 and rules made there under;
 Being a clearing member of various commodity exchange, Company has generally complied with compliance of
multi Commodity exchange (MCX);
 and circulars/ guidelines/Amendments issued thereunder, and based on the above examination and
explanation/clarification given by the Company and its officers/KMP’s,

We hereby report that, during the review period;

a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder to
the extent applicable and in the manner prescribed, except in respect of matters specified below;
Compliance
Requirement
Sr. (Regulations/
Deviations Observations/ Remarks of the Practicing Company Secretary
No. circulars / guidelines
including specific
clause)
The Company was The Company has delayed submission of Limited Review report by 1
Regulation 33(3)(d) required to submit day for the Unaudited Financial Result for the Quarter ended on
Non-submission of the Limited Review report December 31 2021. BSE had levied fine of Rs. 5000 for delay of 1
Limited Review along with submission of
1. day as per SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12
Report within the Unaudited Financial
period prescribed Result for the quarter dated January 22, 2020. Fine Amount of Rs. 5000 was paid by
under this regulation ended on December 31 Company on 22/03/2022
2021.

Apart from above non-compliances, we have been informed that the Company is not required to make any compliances with
National Commodity & Derivatives Exchange limited (NCDEX) since the Company has not made any trade at-NCDEX during the
financial year 2021-22.

Page 35
 b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines
issued thereunder in so far as it appears from our examination of those records.
c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either
by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various
circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Observations/ remarks of
Details of action taken E.g. fines,
Sr. No. Action taken by Details of violation the Practicing Company
warning letter, debarment, etc.
Secretary, if any.
The Company was required to
Submit Limited Review
Report along with filing
The Company has Unaudited financial result with
delayed in Stock Exchange. BSE Limited
submitting Limited BSE Vide e-mail dated March 14 2022 vide email Dated March 14
Review report for levied a fine of Rs. 5,000 as per SEBI 2022 had levied a penalty of
1. BSE Limited the Unaudited circular no. Rs. 5,000 for delay of 1 day
Financial Result for SEBI/HO/CFD/CMD/CIR/P/2020/12 as per SEBI Circular no.
the Quarter ended dated January 22, 2020. SEBI/HO/CFD/CMD/CIR/P/2
on December 31 020/12 dated January 22,
2021. 2020.
Fine Amount was paid by
Company on 22/03/2022

d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Observations made
Observations of the Practicing in the secretarial Actions taken by Comments of the Practicing
Sr.
Company Secretary in the previous compliance report the listed entity, if Company Secretary on the
No.
reports for the year ended any actions taken by the listed entity
on March 31, 2021

Failure to report demat accounts to

the Exchange within the time
specified for reporting of such
Accounts.

SEBI issued Circular Nos.

SEBI/HO/MIRSD/MIRSD2/CIR/P/2 The Company was
016/95 dated September 26, 2016, required to report
SEBI/HO/MIRSD/MIRSD2/CIR/P/2 about the opening of
016/138 dated December 20, 2016, new Demat account(s)
CIR/HO/MIRSD/MIRSD2/CIR/P/20 as and when it is Penalty was paid by
17/64 dated June 22, 2017 and opened. MCX vide its the company Company has now devised proper
1. Exchange Circular Nos. letter no. through its system for timely intimations to
MCX/INSP/294/2016 dated MCX/INSP/CNU/19- Settlement Account avoid such penalties.
September 26, 2016, 20/1287 dated opened with MCX.
MCX/INSP/354/2016 dated October February 17, 2020 has
17, 2016, MCX/INSP/420/2016 dated levied a penalty of Rs.
December 06, 2016, 5,000, which were
MCX/INSP/438/2016 dated paid by the company.
December 20, 2016,
MCX/INSP/l11/2017 dated April 11,
2017, MCX/INSP/195/2017 dated
June 22, 2017
&MCX/INSP/400/2017 dated

Page 36
 Observations made
Observations of the Practicing in the secretarial Actions taken by Comments of the Practicing
Sr.
Company Secretary in the previous compliance report the listed entity, if Company Secretary on the
No.
reports for the year ended any actions taken by the listed entity
on March 31, 2021

October 30,2017

Being clearing
member of MCX the
company is required
to be in adherence
with applicable Rules,
circulars, bye laws of
SEBI and MCX.
During the SEBI joint
inspection with MCX
w.r.t. books and
records for April 1,
2018 to June 30,
2019, post inspection
enforcement action to
SEBI joint inspection with MCX - MCX in which MCX
Inspection of books and records for vide its letter no.
the period April 1, 2018 to June 30, MCX/INSP/CNU/202
2019. Post inspection enforcement 0-21/1054 dated
Action to Multi Commodity December 28, 2020
exchange of India Limited (“MCX”) Penalty was paid by Company has now devised proper
2. levied aggregate
as a Lead Exchange w.r.t. said the company system.
inspection in accordance with the penalty of Rs.
applicable Rules, Bye-laws, Business 12,15,770/- as follows
Rules and Circulars of the and was paid by the
Exchanges/SEBI. Company.

1. Mis-utilization of
client funds –
Penalty of Rs.
12,04,575/-
2. Incorrect reporting
of Margin
collection to the
Exchange –
Penalty of Rs.
9695/-
3. Not having MCCP
Certification –
Penalty of Rs.
1500/-

We further report that, during the review period, following regulations issued by the Securities and Exchange Board of India were
not applicable to the Company, since there were no such instances occurred during the review period that requires the compliance
under the said regulations;

a. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

b. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Upto August 12th
2021) and The Securities and Exchange Board of India ( Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (with effect from August 13, 2021) ;

Page 37
 c. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; ( Upto June 09, 2021) and
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 ((with effect from June 10,
2021);
d. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Upto August 08,
2021);
e. Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares)
Regulations, 2013 ( Upto August 08, 2021);
f. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ( with
effect from August 09, 2021);
g. The reporting of clause 6(A) and 6(B) of the circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019 issued
by the Securities and Exchange Board of India on “Resignation of statutory auditors from listed entities and their
material subsidiaries”;

For Payal Dhamecha & Associates

Company Secretaries
Firm Registration Number: -
Peer Review Number: - 2115/2022

SD/-
Payal Dhamecha
Proprietor
M No. A47303, COP: - 20411
UDIN:- A047303D000417068
Date: - May 28, 2022
Place: -Ahmedabad

Page 38
 ANNEXURE-F
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
INDUSTRY STRUCTURE AND DEVELOPMENTS
Introduction
Gems and jewellery sector witnessed a significant recovery in its exports in FY 2021-2022 registering a positive growth of 11.05 %
as compared to the pre-covid level. Key commodities like cut and polished diamonds, silver jewellery, lab grown diamonds and
studded gold jewellery have also recorded positive export growth in 2021-2022 majorly on account of removal of all pandemic
induced restrictions , robust demand from key destinations such as Europe ,Israel ,USA , China ,Asia , pro-industry announcements
of the G&J sector in Union Budget 2022-2023 , sustained growth in Indian economy ,various domestic and international trade shows
and fairs organised by GJEPC – IIJS Signature 2022 , JGT Dubai , Vicenza Oro winter ,etc. However, there are certain key gem and
jewellery commodities such as plain gold jewellery and coloured gemstones etc. exports of which are in negative growth trajectory
in comparison to pre-covid level. Disruption in supply chain, challenges in procurement of rough semi-precious stones, weakened
consumer sentiment on account of Russia -Ukraine war, limited manufacturing activities due to the onset of third wave of covid-19
are the factors that obstructed the growth of these commodities. Rising inflation declined consumer income, notable reduction in
accommodative monetary and fiscal policy by major economies and onset of 4th covid wave in different countries are the major
factors that could subdue the growth of the sector. The ongoing Russia -Ukraine conflict is expected to have an adverse impact on
the diamond industry due to disruption in the supply of rough diamonds used for manufacturing finished products. Many countries
have placed a number of sanctions on selected Russian banks which will deter the trading/import of rough diamonds from the
country and disrupt the manufacturing process in India as importers will not be able to make payments in Russia.
MARKET SIZE
India’s gems and jewellery market size was at US$ 78.50 billion in FY21. Growth in exports is mainly due to revived import
demand in the export market of the US and fulfilment of orders received by numerous Indian exhibitors during the Virtual Buyer-
Seller Meets (VBSMs) conducted by GJEPC.
India’s gems and jewellery exports reached US$ 39.14 billion in 2021-22, a 54.13% rise from the previous year. In April 2022,
India’s overall gems and jewellery exports were at US$ 3.23 billion. The Government of India is aiming at US$ 70 billion in
jewellery export in the next five years (until 2025), up from US$ 35 billion in 2020.
INVESTMENTS/DEVELOPMENTS
The gems and jewellery sector is witnessing changes in consumer preferences due to adoption of western lifestyle. Consumers are
demanding new designs and varieties in jewellery, and branded jewellers have managed to fulfil their changing demands better than
the unorganized players. Moreover, increase in per capita income has led to an increase in sales of jewellery as jewellery is a status
symbol in India.
Cumulative FDI inflows in diamond and gold ornaments in India stood at US$ 1,213.05 million between April 2000-March 2022,
according to the Department for Promotion of Industry and Internal Trade (DPIIT).
1. In May 2021, GJEPC and Embassy of India, Morocco, co-hosted the ‘India Global Connect’ to better understand the
present business climate in the gems and jewellery sector and seek trade prospects for manufacturers, exporters and
importers from both countries

2. In June 2021, the World Gold Council and Gem and Jewellery Export Promotion Council signed an agreement to promote
gold jewellery in India. Under the agreement terms, both partners will jointly fund a multi-media marketing campaign that
would aim to increase awareness, relevance and adoption of gold jewellery amongst Indian consumers, especially in
millennials and Gen Z.

GOVERNMENT INITIATIVES
India has signed an FTA with the UAE which will further boost exports and is expected to reach the target of US$ 52
billion
The Government has reduced custom duty on cut and polished diamond and colored gemstones from approx.7.5% to 5%
and NIL
Revised SEZ Act is also expected to boost exports of gems and jewellery.
The government has reduced import duty for Gold & Silver (from 12.5% to 7.5%) and Platinum & Pallidum (from 12.5%
to 10%) to bring down the prices of precious metals in the local market.

In September 2021, Ms. Anupriya Patel, Minister of State for Commerce and Industry said that reforms such as the
revamped gold monetisation scheme, reduction in import duty of gold, hallmarking and others would help the industry
grow. The market export target is US$ 43.75 billion for 2021.

Hallmarking of gold jewellery is set to begin from June 15, 2021. In view of the COVID-19 pandemic, the government
accepted request of stakeholders to provide jewellers some more time to prepare for implementation and resolve issues.
Earlier, the date of implementation was June 01, 2021.

Page 39
OPPORTUNITIES AND THREATS
The Indian middle class is expected to rise to 547 million by 2025 and this rise of young Indian middle class is expected to lead to an
increase in demand for gold. There is a huge opportunity in the online sale of jewellery. Although, this channel generally caters to
low ticket items only, but as a consequence of disruptions caused by the ongoing pandemic COVID-19 scare, this channel is
expected to gain traction and gain popularity with the customers for even higher category jewellery.
The jewellery sector in the country continues to remain poised for growth on account of its demographics as well as increasing
urbanisation and income levels. The demand for jewellery is also expanding beyond the traditional marriage functions to a life style
and fashion accessory as well. However, at the same time the traditional demand for jewellery continues to remain strong. The sector
is witnessing changes in customer preferences due to adoption of western lifestyle and their demand for new designs and varieties in
jewellery. Further, rising quality awareness of customers has also provided a fillip to the organized retail segment, which is banking
on its ‘reliability’ and ‘quality’ to compete against the highly fragmented unorganized jewelers
Rising global uncertainties in the recent months have led to investors resorting to gold and silver as their preferred asset class for
investment. Due to this, prices of such precious metals peaked during the year. The falling interest rate also helped grow investors’
preference towards gold and silver.
Challenges for the sector have graved after the outbreak of COVID-19 in China which has taken a shape of pandemic and caused
stalled manufacturing and trading activities, cancellation of business events, deferment of committed order positions, reduced
demand, elongation of receivables etc. in the sector.
The Company does not perceive any major or predictable threats except that the retail jewellery is already a working capital
intensive business and the demand for jewellery is now increasing beyond the traditional wedding jewellery. This increase in
demand requires additional investment in inventory. Also though the diamond jewellery has higher margins it also has a much longer
cash conversion cycle vis-a-vis gold and all of these factors have only increased the working capital intensity of the jewellery
business.
SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE
In regard to resource allocation and assessment of segment performance focuses, there is mainly one segment and the performance
of the Company has been provided in “Discussion on Financial Performance with respect to Operational Performance”.
OUTLOOK
India's gold demand went up by 43 per cent during April-June quarter, but going ahead factors like inflation, rupee-dollar rates and
policy measures among others are likely to influence consumer sentiments, says a report.

According to a World Gold Council (WGC) report, India's April-June quarter gold demand stood at 170.7 tonnes, higher from 119.6
tonnes during the corresponding quarter in 2021.
In terms of value, India's gold demand increased by 54 per cent during the second quarter to Rs 79,270 crore, compared to Rs 51,540
crore in the corresponding quarter of 2021, the WGC Gold Demand Trends Q2 2022 report said on Thursday.
"Akshaya Tritiya coupled with traditional wedding buying spurred jewellery demand by 49 per cent to 140.3 tonne, though on a low
base, as the second quarter of last year was impacted by a devastating second wave of COVID," WGC Regional CEO, India,
Somasundaram PR told PTI.
RISKS AND CONCERNS
The disposable income of both middle class and upper middle class and change in life styles of people leads to shifting of consumer
base to branded jewellery. Even though this will be a major risk factor for long term growth of the company, the change in people’s
taste and preferences are ascertained through various sources and accordingly change in our product mix were done by well-
equipped team. Also Economic slowdown can affect the demand and the sales for the company. The Company in order to identify
and mitigate risks to minimize its impact on business, ensures that prudent risk management practices are followed during the
decision-making process
THE RECOURSE ACTION
It is time the contours for operation of the refiners in India is better defined, and the sourcing guidelines are made mandatory in line
with OECD’s five-step framework at least by creating a guideline that fits Indian refinery, their financing and remittances models
need to be reviewed by the RBI as only two out of the sixteen countries from where refiners import are FATF member countries and
more importantly avoid a situation where a shutdown of one refiner can create a potential supply squeeze in the market. When one
entity controls 25 to 30 per cent of the refining market locally, systemic risks will increase.
HUMAN RESOURCE
Equipping the Company with an engaged and productive workforce is essential to our success. We look for commitment, skills and
innovative approach in people. In assessing capability, we consider technical skills and knowledge that have been acquired through
experience and practice, along with mental processing ability, social process skills and their application.
We continue to invest in developing a pipeline of future talent and nurture them. As part of this process, we provide development
and training opportunities to our workforce, which motivates and encourages them to grow in their work.
As on March 31, 2022, the Company had 28 permanent employees. The Company has been maintaining cordial and healthy
Industrial Relations, which has helped to a great extent in achieving the upper growth.

Page 40
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
FINANCIAL RESULTS: (AMOUNT RS. IN LAKHS)
Particulars F.Y. 2021-22 F.Y. 2020-21
Revenue from operations 30,17,287.60 21,32,721.80
Other Income 159.07 407.82
Total Income 30,17,446.68 21,33,129.62
Operating expenditure before Finance cost, depreciation and amortization 30,16,731.56 21,31,737.89
Earnings before Finance cost, depreciation and amortization (EBITDA) 715.12 1,391.73
Less: Finance costs 571.42 884.50
Less: Depreciation and amortization expense 167.54 181.16
Profit/(Loss) before tax (23.84) 326.08
Less: Tax expense 18.19 86.42
Profit/(Loss) for the year (PAT) (42.02) 239.66
The revenue from operations is increased from Rs. 21, 32,721.81 Lakh to Rs. 30,17,287.60 Lakh as compared to the previous Year.
The revenue from operation was increased by 41.48% over the previous year.
The Loss before Tax for the current year is Rs. (23.84) Lakh as against the profit before tax of Rs.326.05 Lakh in the previous year
resulted into Loss after tax of Rs. (42.02) Lakh compared to profit after tax of previous year Rs.239.66 Lakh.
INTERNAL CONTROL 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. D G M S & CO., Chartered Accountants (FRN: 0112187W), 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 of 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, 2022, our internal financial controls were adequate
and operating effectively.
DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE
IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED
EXPLANATIONS THEREFOR
Particulars F.Y. 2021-22 F.Y. 2020-21 Reason For Change of 25% Or More As Compared To The
Immediately Previous Financial Year
Debtors Turnover 17237.373 3018.83 times As there is decrease in Trade Receivables
Inventory Turnover 1596.34 times 1471.07 times -
Interest Coverage 0.96 1.37 As there is Decreased in profit
Ratio
Current Ratio 0.95:1.00 0.80:1.00 -
Debt Equity Ratio 2.74:1.00 2.70:1.00 -
Operating Profit 0.04% 0.007% As there is Increase in Operating Profit
Margin (%)
Net Profit Margin - 0.01 As there is loss in current year
(%)

Page 41
 Return on Net -1.63 9.32 As there is loss in current year
Worth

CAUTIONARY STATEMENT
This report contains statements that may be “forward looking” including, but without limitation, statements relating to the
implementation of strategic initiatives, and other statements relating to Company’s future business developments and economic
performance. While these forward looking statements indicate our assessment and future expectations concerning the development
of our business, a number of risks, uncertainties and other unknown factors could cause actual developments and results to differ
materially from our expectations. These factors include, but are not limited to, general market, macroeconomic, governmental and
regulatory trends, movements in currency exchange and interest rates, competitive pressures, technological developments, changes
in the financial conditions of third parties dealing with us, legislative developments, and other key factors that could affect our
business and financial performance. Company undertakes no obligation to publicly revise any forward looking statements to reflect
future/likely events or circumstances.

Page 42
 INDEPENDENT AUDITOR’S REPORT

AUDIT REPORT TO MEMBERS TO THE SHARE HOLDERS OF

AMRAPALI INDUSTRIES LIMITED
INDEPENDENT AUDITOR’S REPORT

TO MEMBERS OF
AMRAPALI INDUSTRIES LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial Statements

Opinion
We have audited the accompanying financial statements of Amrapali Industries Limited, which comprise the Balance Sheet as
at 31stMarch, 2022, and the Statement of Profit and Loss (Including Other Comprehensive Income) and Cash Flow Statement and the
statement of Changes in Equity for the period ended, and a summary of significant accounting policies and other explanatory
information.(Hereinafter referred to as the “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give
the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view inconformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2022, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.

Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, but does not
include the financial statements and our auditor’s report thereon. These reports are expected to be made available to us after the date of
our auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are
required to communicate the matter to those charged with governance and determine the actions under the applicable laws and
regulations.

Management's Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of
these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income,
changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in
India. 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 reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the

Page 43
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.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibility
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion
on whether the company has adequate internal financial controls system in place and the operating effectiveness of such
controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements, or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in
terms of section 143(11) of the Act, we give in “Annexure A”, a statement on the matter specified in the paragraph 3 and
4 of the Order.

2. As required under provisions of section 143(3) of the Companies Act, 2013, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief where
necessary for the purposes of our audit;

Page 44
 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;
c. The Balance Sheet and Statement of Profit and Loss including Other Comprehensive Income Statement of Cash
Flow and Statement of Changes of Equity dealt with this report are in agreement with the books of account;
d. In our opinion, the aforesaid Financial Statement comply with the Accounting Standards specified under Section
133 of Act, read with relevant rule issued thereunder.
e. On the basis of written representations received from the directors as on March 31, 2022, taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2022, 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
operating effectiveness of such controls, referred to our separate report in “Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

(a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position
in its financial statements - Refer Note (vii) of Annexure – A to the financial statements
(b) The Company did not have any long-term and derivative contracts as at March 31, 2022.
(c) There has been no delay in transferring amounts, required to be transferred, the Investor Education and
Protection Fund by the Company during the year ended March 31, 2022.
(d) The management has;
(i) represented that, to the best of its knowledge and belief as disclosed in the Note No. 49 to the financial
statements, no funds have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”),with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall:

 directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
 Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) represented, that, to the best of its knowledge and belief as disclosed in the Note No.50 to the financial
statements, no funds have been received by the Company from any persons or entities, including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise,
that the Company shall:
 directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
 provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries;
and

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representations under sub clause (d) (i)
and (d) (ii) contain any material mis-statement.

(e) The company has not neither declared nor paid any dividend during the year under Section 123 of the Act.

FOR D.G.M.S. & Co.,

Chartered Accountants

Shashank P. Doshi
Partner
M. No. 108456
FRN: 0112187W
UDIN: 22108456ANEOFF5880
Date: 30th May 2022
Place: Jamnagar

Page 45
 ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENT OF
AMRAPALI INDUSTRIES LIMITED FOR THE YEAR ENDED 31ST MARCH 2022

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and
to the best of our knowledge and belief, we state as under:

(i) Property, Plant & Equipment and Intangible Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of Property, Plant and Equipment and relevant details of right‐of‐use assets.

b) The Company has maintained proper records showing full particulars of intangible assets.

c) Property, Plant and Equipment have been physically verified by the management at reasonable intervals; Any
material discrepancies were noticed on such verification and if so, the same have been properly dealt with in the
books of account.

d) According to the information and explanation given to us the title deeds of all the immovable properties. (other
than properties where the Company is the lessee and the lease agreements are duly executed in favour of the
lessee) disclosed in the financial statements are held in the name of the company.

e) The Company has not revalued any of its Property, Plant and Equipment (including right‐of‐use assets) and
intangible assets during the year.

f) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2022 for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and
rules made thereunder.

(ii) Inventory and working capital:

1. 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. No discrepancies were noticed on verification between the physical stocks and the
book records that were 10% or more in the aggregate for each class of inventory.

2. According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not been sanctioned working capital limits in excess of five crore rupees, in
aggregate, from banks on the basis of security of current assets.

(iii) Investments, any guarantee or security or advances or loans given:

a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has made any investments, provided guarantee or security or granted any advances in the
nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during
the year.
1. The Company has provided any loans or advances in the nature of loans or stood guarantee or provided security
to any other entity during the year.

a. Based on audit procedure carried on by us and as per the information and explanation given to us, the
company has not granted any loans to subsidiaries.
b. Based on audit procedure carried on by us and as per the information and explanation given to us, the
company has granted loans to a party other than subsidiaries:

Amount
Particulars
(Rs in lakhs)
Total Amount Outstanding as on 31th March 2022 234.32
Gross Amount given during the Year 10.05

2. In our opinion, the investments made, guarantees provided, security given and the terms and conditions of the
grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the
company’s interest, except that we are unable to certify theamount which has been givenas loans and advances
during the year as mentioned in clause 3(iii)(a)(1)(b) are granted without specifying the terms and conditions
which may prejudice the company’s interest.

3. In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has
been stipulated and the repayments of principal amounts and receipts of interest have generally been regular as
per stipulation.

Page 46
 4. In respect of loans granted by the Company, there is no overdue amount remaining outstanding as at the balance
sheet date.

5. No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh
loans granted to settle the over dues of existing loans given to the same parties.

6. According to the information and explanations given to us and on the basis of our examination of the records,
During the year The Company has granted loans or advances in the nature of loans either repayable on demand
or without specifying any terms or period of repayment during the year as shown in Clause 3(iii)(a)(1)(b).

(iv) Loan to directors:

a) According to the information and explanations given to us and on the basis of our examination of the records, the
Company has not given any loans, or provided any guarantee or security as specified under Section 185 of the
Companies Act, 2013 and the Company has not provided any guarantee or security as specified under Section 186 of
the Companies Act, 2013. Further, the Company has complied with the provisions of Section 186 of the Companies
Act, 2013 in relation to loans given and investments made.

(v) Deposits:
1. The company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any relevant
provisions of the 2013 act and the rules framed there under to the extent notified.

(vi) Maintenance of Cost Records:

1. According to the information and explanations given to us, the Central Government has not prescribed the
maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the products manufactured by it
(and/ or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable.

(vii) Statutory Dues:

a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident
Fund, Employees’ State Insurance, Income Tax, Duty of Customs, GST, Cess and any other statutory dues applicable
to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income
tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31/03/22 for a period of more than six months
from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty,
wealth tax, GST, excise duty and cess which have not been deposited on account of any dispute. The proceedings
before the Hon’ble settlement commission has got abated as per Section 245HA of the I.T Act, 1961 in pursuance of
settlement commission order u/s 245D (4) of the Act dated 31/05/2016 and pending search case assessment u/s 153A
of the I.T Act, 1961 for A.Y 2007-08 and 2012-13 and regular assessment u/s 143(3) of the I.T Act, 1961 for A.Y
2013-14; currently matter have been pending in Supreme Court, also stay order has been granted.

Further above disputed proceedings which cannot be measured quantifiably, where as we also couldn’t assess the
impact of the same on financial statement,

(viii) Disclosure of Undisclosed Transactions:

1. There According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the
books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

(ix) Loans or Other Borrowings:

1. Based on our audit procedures and according to the information and explanations given to us, The Company has not
defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
2. The Company has not been declared willful defaulter by any bank or financial institution or government or any
government authority.
3. According to the information and explanations given to us, term loans were applied for the purpose for which the loans
were obtained.
4. On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima
facie, not been used during the year for long-term purposes by the Company.
5. On an overall examination of the financial statements of the Company, the Company has not taken any funds from any
entity or person on account of or to meet the obligations of its subsidiaries.
6. The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures
or associate companies.

(x) Money Raised by IPOs, FPOs:

a) The Company has not raised moneys by way of initial public offer or further public offer (including debt
instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

Page 47
 b) During the year, the Company has not made any preferential allotment or private placement of shares or
convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not
applicable.

(xi) Fraud:
a) During the course of our examination of the books and records of the company, carried out in accordance with
the generally accepted auditing practices in India, and according to the information and explanations given to
us, we have neither come across any instance of fraud by the company or no fraud by the Company and no
material fraud on the Company has been noticed or reported during the year.
b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during
the year and upto the date of this report.
c) We have taken into consideration the whistle blower complaints received by the Company during the year
(and upto the date of this report), while determining the nature, timing and extent of our audit procedures.

(xii) Nidhi Company:

a) The Company is not a Nidhi Company and hence reporting under Para 3 of clause (xii) of the Order is not
applicable.

(xiii) Related Party Transactions:

a) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with
respect to applicable transactions with the related parties and the details of related party transactions have been
disclosed in the financial statements as required by the applicable Ind-AS.

(xiv) Internal Audit System:

a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature
of its business.
b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year
and till date, in determining the nature, timing and extent of our audit procedures.

(xv) Non-cash Transactions:

a) According to the information and explanations 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, paragraph 3(xv) of the Order is not applicable.

(xvi) Registration under section 45-IA of RBI Act, 1934:

a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India
Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment
Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is
not applicable.
(xvii) Cash losses:
a) The Company has not incurred cash losses during the financial year covered by our audit and the immediately
preceding financial year.

(xviii) Resignation of statutory auditors:

a) There has been no resignation of the statutory auditors of the Company during the year.

(xix) Material uncertainty on meeting liabilities:

a) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of
financial liabilities, other information accompanying the financial statements and our knowledge of the Board
of Directors and Management plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date
of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of
balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however,
state that this is not an assurance as to the future viability of the Company. We further state that our reporting is
based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get discharged by the
Company as and when they fall due.

(xx) Compliance of CSR:

a) In our opinion and according to the information and explanations given to us, there is no unspent amount
under sub-section (5) of section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and
3(xx)(b) of the Order are not applicable.

Page 48
 (xxi) Qualifications Reporting In Group Companies:
a) In our opinion and according to the information and explanations given to us, company does not have any
subsidiaries, associates or joint ventures, so reporting under clause 3(xxi) of the Order is not applicable for the
year.

FOR D.G.M.S. & Co.,

Chartered Accountants

Shashank P. Doshi
Partner
M. No. 108456
FRN: 0112187W
UDIN: 22108456ANEOFF5880
Date: 30th May 2022
Place: Jamnagar

Page 49
 ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENT OF
AMRAPALI INDUSTRIESLIMTED FOR THE YEAR ENDED 31ST MARCH 2022

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 Industries Limited.('the Company') as of 31st
March, 2022 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Opinion
We have audited the internal financial control with reference to financial statement of Amrapali Industries Limited.(‘The
Company”) as of 31st March 2022 in conjunction with our audit of the financial statement of the company at and for the year ended
on that date.

In our opinion, to the best of our information and according to the explanations given to us, 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 March 31, 2022, based on the criteria for internal financial control over financial reporting
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 issued by the ICAI.

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:

a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;

b. 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

c. 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.

Page 50
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 financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

FOR D.G.M.S. & Co.,

Chartered Accountants

Shashank P. Doshi
Partner
M. No. 108456
FRN: 0112187W
UDIN: 22108456ANEOFF5880
Date: 30th May 2022
Place: Jamnagar

Page 51
 AMRAPALI INDUSTRIES LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2022
Rs. In Lakhs
Note
Particulars As At 31st March 2022 As At 31st March 2021
No.
A. ASSETS
1 Non-Current Assets
(a) Property, Plant & Equipment 2 2,150.78 2,316.98
(b) Capital Work -In-Progress - -
(c) Investment Properties - -
(d) Goodwill 2 364.55 364.55
(e) Other Intangible Assets - -
(f) Intangible Assets under development - -
(g) Biological Assets other than Bearer plants - -
(h) Financial Assets
i. Investments 3 194.21 286.63
ii. Trade Receivables
iii. Loan 4 425.14 633.56
iv. Other Financial Assets 5 820.50 1,308.61
(i) Deferred tax Assets (net) - -
(k) Other Non-Current Assets 6 - 4.37
Total Non-Current Assets 3,955.19 4,914.72
2 Current assets
(a) Inventories 7 1,890.12 419.36
(b) Financial Assets
i. Investments - -
ii. Trade Receivables 8 175.04 41.95
iii. Cash and cash Equivalents 9 917.42 961.47
iv. Bank balance other than(iii) above - -
v. Loan - -
vi. Others 10 54.26 62.45
(c) Income/Current tax assets (net) 11 4,458.83 1,391.54
(d) Other Current Assets 12 5,002.53 3,375.12
Total Current Assets 12,498.21 6,251.88
Total Assets(1+2) 16,453.40 11,166.60
B. EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 13 2,570.53 2,570.53
(b) Other equity 14 404.64 446.66
Total Equity 2,975.16 3,017.19
2 Liabilities
Non Current Liabilities
(a) Financial liabilities
i. Borrowings - -
ii. Trade Payables
iii. Other Financial Liabilities (other than specified in
items(b), to be specified)
(b) Provision
(b) Deferred tax liabilities (net) 326.05 315.91
(c) Other Non-Current liabilities 15 10.45 8.50
Total Non-Current Liabilities 336.50 324.41

Page 52
 3 Current Liabilities
(a) Financial liabilities
i. Borrowings 16 8,138.06 2,078.61
i.Trade (Financial) payable 17 - 5,250.56
1 Miscro & Small Enterprise - -
2 Other than Micro & Small Enterprise 968.80 -
ii. Other Financial liabilities - -
(b)Provisions 18 1.00 2.24
(c)Income/Current tax liabilities (net)
(d) Other Current Liabilities 19 4,033.87 493.58
Total Current Liabilities 13,141.74 7,825.00
Total Liabilities 13,478.24 8,149.41
Total Equity and Liabilities 16,453.40 11,166.60
Significant Accounting Policies 1
See Accompanying Notes to Financial Statements

As per our report on even date attached

For D G M S & CO. FOR AMRAPALI INDUSTRIES LIMITED
Chartered Accountants

Yashwant Thakkar Rashmikant Thakkar

Shashak P. Doshi Managing Director Director
Partner DIN:00071126 DIN:00071144
M.No. 108456
F.R.N 0112187W
Place: Jamnagar
Date : 30-05-2022 Satish Patel Ekta Jain
UDIN : 22108456ANEOFF5880 CFO Company Secretary

Page 53
 AMRAPALI INDUSTRIES LIMITED
PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31st MARCH,2022
Rs. In Lakhs
For the year ended 31 For the year ended 31
Particulars Notes
March 2022 March 2021
Income
I. Revenue from operations 20 3,017,287.60 2,132,721.81

II. Other income 21 159.07 407.82

III. Total Income (I + II) 3,017,446.68 2,133,129.63
IV. Expenses:
Cost of materials consumed - -
Purchases of Stock-in-Trade 22 3,017,344.81 2,129,180.87
Changes in inventories of finished goods work-in-progress and
23 (1,470.77) 2,060.84
Stock-in-Trade
Employee benefits expense 24 88.13 85.03
Finance costs 25 571.42 884.50
Depreciation and amortization expense 26 167.54 181.16
Other expenses 27 769.38 411.15
V. Total Expenses 3,017,470.51 2,132,803.55
VI. Profit/(Loss) before Exceptional items & Tax (III-V) (23.84) 326.08
VII Exceptional Items - -
VIII Profit/(Loss) Before tax (23.84) 326.08
IX Tax expense:
(1) Current tax 8.20 42.42
(2) Deferred tax 10.14 67.01
(3) MAT Credit (0.15) (23.01)
X Profit/ (Loss) for the year (42.02) 239.66
Other Comprehensive Income
A.(i) Items that will not reclassified to profit or loss - -
(ii) Income tax relating to items that will not be reclassified to
- -
profit or loss
B.(i) Items that will be reclassified to profit or loss - -
(ii) income tax relating to items that will be reclassified to
- -
profit or loss
Total of Comprehensive income - -
XI Profit/(Loss) After Other Comprehensive Income (42.02) 239.66
XII Earnings per equity share:( Continuing operation)
(1) Basic(in Rs.) (0.08) 0.47
(2) Diluted (0.08) 0.47
Significant Accounting Policies 1
See Accompanying Notes to Financial Statements

As per our report on even date attached

For D G M S & CO. FOR AMRAPALI INDUSTRIES LIMITED
Chartered Accountants

Yashwant Thakkar Rashmikant Thakkar

Shashak P. Doshi Managing Director Director
Partner DIN:00071126 DIN:00071144
M.No. 108456
F.R.N 0112187W
Place: Jamnagar
Date : 30-05-2022 Satish Patel Ekta Jain
UDIN : 22108456ANEOFF5880 CFO Company Secretary

Page 54
 AMRAPALI INDUSTRIES LIMITED CASHFLOW AS ON 31TH MARCH, 2022
Rs. In Lakhs
Sr. No. Particulars For the year ended 31 March 2022 For the year ended 31 March 2021
CASHFLOW STATEMENT

A. Cash flow from Operating Activities

Net Profit Before tax as per Statement of Profit & Loss (23.84) 326.08
Adjustments for :
Interest Income (143.80) (259.82)
Depreciation 167.54 181.16
Finance Cost 571.42 595.15 884.50 805.84

Operating Profit before working capital changes 571.32 1,131.92

Changes in Working Capital

Trade receivable (133.09) 1,329.05
Other Loans and advances receivable - -
Trade Payables (4,281.76) 3,554.20
Other Current Liabilites 3,540.29 (3,580.81)
Short Term Borrowing (Net) 6,059.45 (3,151.94)
Inventories (1,470.77) 2,060.84
Other Current Assets (1,619.23) (699.54)
Other Financial Liabilites 0.00 (2,881.46)
Provisions (1.24) 0.49
2,093.65 (3,369.17)

Less : Income Tax Paid 3,075.34 1,374.78

Net Cash Flow from Operating Activities (A) (410.37) (3,612.03)

B. Cash flow from investing Activities

(Purchase) / Sale of Fixed Assets (1.34) (0.59)

Change in Non Current Investment 92.42 (71.94)
Interest Income 143.80 259.82
234.89 187.28
Net Cash Flow from Investing Activities (B) 234.89 187.28

Page 55
 C. Cash Flow From Financing Activities

Proceeds From long Term Borrowing (Net) - -

Other Financial Assets 488.11 3,227.26
Other Non Current Liability 1.95 (13.28)
Movement in Loan & Advances 208.42 1,825.05
Other Non Current Assets 4.37 -
Interest Paid (571.42) (884.50)
Dividend paid ( Including DDT) - -
131.44 4,154.53
Net Cash Flow from Financing Activities (C) 131.44 4,154.53

D. Net (Decrease)/ Increase in Cash & Cash Equivalents (A+B+C) (44.05) 729.78

Opening Cash & Cash Equivalents 961.47 231.68

F. Cash and cash equivalents at the end of the period 917.42 961.47

G. Cash And Cash Equivalents Comprise :

Cash 0.99 0.48
Bank Balance :
Current Account 916.42 960.98

Total 917.42 961.47

For D G M S & CO. FOR AMRAPALI INDUSTRIES LIMITED

Chartered Accountants

Yashwant Thakkar Rashmikant Thakkar

Shashak P. Doshi Managing Director Director
Partner DIN:00071126 DIN:00071144
M.No. 108456
F.R.N 0112187W
Place: Jamnagar
Date : 30-05-2022 Satish Patel Ekta Jain
UDIN : 22108456ANEOFF5880 CFO Company Secretary

Page 56
Note : 3 - Non-current Investments
As at As at
March 31, 2022 March 31, 2021
Particulars
Quoted Unquoted Total Quoted Unquoted Total

Investment in Equity Instruments

UNQUOATED - Fully Paid Up

Shares of Indian Bullion Market Association - 15.28 15.28 - 15.28 15.28

(1,52,765 Shares of Indian Bullion Maekrt Association)

Charotar Nagrik Sahkari Bank - 0.05 0.05 - 0.05 0.05

(105 Shares of Charotar Nagrik Sahkari Bank)

A'bad Commodity Exchange Ltd - 73.03 73.03 - 73.03 73.03

(3,64,000 Shares of A'bad Commodity Exchange Ltd)

A'bad Stock Exchange Limited - 5.41 5.41 - 5.41 5.41

(1,06,869 Shares of A'bad Stock Exchange Limited)

QUOATED - Fully Paid Up

Adani Enterprise Ltd 0.02 - 0.02 - - -
(1 Equity Shares having Face Value Of Re. 1 Each Fuly Paid Up)

ICICI Bank Ltd 0.01 - 0.01 0.01 - 0.01

(1 Equity Shares having Face Value Of Re. 2 Each Fuly Paid Up)

ICICI Prudential Life Insurance Share 0.01 - 0.01 0.00 - 0.00

(1 Equity Shares having Face Value Of Rs. 10 Each Fuly Paid Up)

State Bank of India 0.00 - 0.00 0.00 - 0.00

(1 Equity Shares having Face Value Of Rs. 1 Each Fuly Paid Up)

HDFC Bank Ltd 0.01 - 0.01 0.01 - 0.01

(1 Equity Shares having Face Value Of Rs. 2 Each Fuly Paid Up)

HDFC Ltd 0.02 - 0.02 0.05 - 0.05

(2 Equity Shares having Face Value Of Rs. 2 Each Fuly Paid Up)

MW Unitex Limited - - - 0.01 - 0.01

(368 Equity Shares having Face Value Of Rs. 10 Each Fuly Paid
Up)

Amrapali Fincap Limited 100.36 - 100.36 192.78 - 192.78

(9,93,695 Equity Shares having Face Value Of Rs. 10 Each Fuly
Paid Up)

Total 100.44 93.77 194.21 192.86 93.77 286.63

Page 57
Particulars As at 31st March, 2022 As at 31st March, 2021
NOTE : 4-NON CURRENT LOANS

Secured, considered good - -

(a) Security Deposits 190.82 391.89
( c) Loan by Pramoter/ Directors/Associates Company/Subsidiary
- -
Company/Group Company
( d) Other
190.82 391.89
Unsecured, considered good - -
(a) Security Deposits
( c) Loan by Pramoter/ Directors/Associates Company/Subsidiary
Company/Group Company
( d) Other 234.32 241.67
234.32 241.67
Total 425.14 633.56

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE :5-OTHER NON CURRENT FINANCIAL ASSETS

Bank Deposits 820.50 1,308.61

Total 820.50 1,308.61

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE :6 - OTHER NON-CURRENT ASSETS
(a) Capital Advances - 4.37
(b) Security Deposits
( c) Loan by Pramoter/ Directors/Associates Company/Subsidiary
- -
Company/Group Company
( d) Other advances - -

Less: Allowance for doubtful Advances

- -
Futher Classified
(A) Secured, considered good
(B) Unsecured, considered good
( C) Doubtful

Total - 4.37

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 7 -INVENTORIES
Raw materials - -
Work-in-progress - -
Finished goods - -
Stock-in-trade 1,890.12 419.36
Stores and spares - -
Loose tools - -

Total 1,890.12 419.36

Page 58
Particulars As at 31st March, 2022 As at 31st March, 2021
NOTE : 8 - CURRENT TRADE RECEIVABLES

(a) Secured, Considered good - -

(b) Unsecured, Considered good 175.04 41.95
( c) Doubtful - -

Less: Allowance for bad and doubtful debts - -

175.04 41.95
Futher Classified
(A) Allowance for doubtful Debts - -
(B) Debts Due by Directors or other officers or Group company/Associates
- -
Company/Subsidiary Company

Total 175.04 41.95

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 9 -CASH AND BANK BALANCES

Balance with Banks 916.42 960.98

Cheques, drafts on hand - -

Cash on hand 0.99 0.48

Others( margin money/security against the borrowings/ guarantees/ other

- -
commitments)

Total 917.42 961.47

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 10 - OTHER CURRENT FINANCIAL ASSETS

Accrued Interest On :
Deposits 48.85 62.45

Cash Margin Money - -

Other Receivable on Advance Payment 5.41 -

Total 54.26 62.45

Page 59
Particulars As at 31st March, 2022 As at 31st March, 2021
NOTE : 11 - INCOME/CURRENT TAX ASSETS (NET)

Openinig Balance 1,391.54 36.17

Charge for the year 8.20 42.42
Others (8.06) 40.41
Tax Paid 3,083.56 1,357.39

Total 4,458.84 1,391.54

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE :12 -OTHER CURRENT ASSETS
- -
Secured, considered good - -
(a) Security Deposits - -
( c) Loan by Pramoter/ Directors/Associates Company/Subsidiary
Company/Group Company
( d) Other advances - -
- -
Unsecured, considered good
(a) Security Deposits
( c) Loan by Pramoter/ Directors/Associates Company/Subsidiary
Company/Group Company
( d) Balance with Government Authorities 343.63 292.17
( d) Other advances for Purchases 4,658.90 3,082.95
5,002.53 3,375.12
Total 5,002.53 3,375.12

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 15 - OTHER NON-CURRENT LIABILITIES

(a) Other Payables 10.45 8.50

Total 10.45 8.50

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 16 - CURRENT BORROWINGS

Secured
(a) Bonds or debentures - -

(b) Loan Payable on Demand

(i) From Banks - -
HDFC Bank - 00060340008166 - 2,078.61
- 2,078.61
Unsecured

(a) Loans from Related parties 5,499.00 -

(b) Other loans 2,639.06 -

8,138.06 -
Total 8,138.06 2,078.61

Page 60
Particulars As at 31st March, 2022 As at 31st March, 2021
NOTE : 17 - CURRENT TRADE PAYABLE

Due Form:
Micro, Small and Medium Enterprises
Others 968.80 5,250.56

Total 968.80 5,250.56

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 18 - CURRENT PROVISION

(a) Provision for employee benefits - -

(b) Others
For Audit Fees 1.00 2.24

Total 1.00 2.24

Particulars As at 31st March, 2022 As at 31st March, 2021

NOTE : 19 - OTHER CURRENT LIABILITIES

(a) Revenue received in advance - 13.73

(b) Statutory Remittance

TDS/TCS Payables 33.63 479.16
Turnover Charges Payable 0.23 0.69
Other Charges Payable 0.01
State Tax
CGST
CTT Charges Payable - -

(c ) others 4,000.00 -

Total 4,033.87 493.58

Page 61
 As at 31st March 2022 As at 31st March 2021
Particulars
Units Amt. In Lakhs Units Amt. In Lakhs
NOTE : 13 - SHARE CAPITAL
Authorised Share Capital
Equity Shares of ` 5 each 52,000,000.00 2,600.00 52,000,000.00 2,600.00

Issued
Equity Shares of ` 5 each 51,410,564.00 2,570.53 51,410,564.00 2,570.53

Subscribed & Paid up

Equity Shares of ` 5 each fully paid 51,410,564.00 2,570.53 51,410,564.00 2,570.53

Total 51,410,564.00 2,570.53 51,410,564.00 2,570.53

Particulars As at 31st March 2022 As at 31st March 2021

No. of No. of Shares

Shares
RECONCILIATION OF NUMBER OF SHARES

51,410,564.00 2,570.53 51,410,564.00 2,570.53

Shares outstanding at the beginning of the year
Shares Issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 51,410,564.00 2,570.53 51,410,564.00 2,570.53

Particulars As at 31st March 2022 As at 31st March 2021

Units % Held Units % Held
Details of Shares held by shareholders holding more than 5% of the aggregate shares in the co.
Yashwant Thakkar 25,817,275.00 50.22 25,817,275.00 50.22
Chirag Thakkar 4,500,000.00 8.75 4,500,000.00 8.75
Reetaben R Thakkar 3,500,000.00 6.81 3,500,000.00 6.81

Page 62
Shares held by Promotors
Units Units
Name of Promotor
No. of Shares held % of Holding No. of Shares held % of Holding
Yashwant Thakkar 25,817,275.00 50.22 25,817,275.00 50.22
Chirag Thakkar 4,500,000.00 8.75 4,500,000.00 8.75
Reetaben R Thakkar 3,500,000.00 6.81 3,500,000.00 6.81

Statement of change in quantity

As at 31st March 2022

Changes in Equity Related Balance at the Changes in Equity Share

Balance at the beginning of the current Balance at the end of the
ShareCapital due to beiginning of the Capital during the
reporting period current reporting period
prior period error currentreporting currentyear
periuod
2,570.53 - 2,570.53 - 2,570.53

As at 31st March 2021

Changes in Equity Related Balance at the Changes in Equity Share
Balance at the beginning of the current Balance at the end of the
ShareCapital due to beiginning of the Capital during the
reporting period current reporting period
prior period error currentreporting currentyear
periuod
2,570.53 - 2,570.53 - 2,570.53

Page 63
 Particulars As at 31st March, 2022 As at 31st March, 2021
NOTE : 14 - OTHER EQUITY

Securities Premium Reserve

As per last Balance Sheet - -
Add : On issue of shares - -
Less: Calls in arrears - by others - -

Retained Earnings
As per last Balance Sheet 446.66 207.00
Less : Ind As Adjustment
Add: Profit for the year (42.02) 239.66
Less: Divison Closed & Written Off - -
Less: Income Tax Writtern Off - -
404.64 446.66
Other Comprehensive Income (OCI)
As per last Balance Sheet - -
Add: Movement in OCI (Net) during the year - -
- -

Total 404.64 446.66

Page 64
 Gross Block Accumulated Depreciation Net Block

Fixed Assets Depreciation

Balance as at Addition Disposal/ Balance as at Balance as at Deductions/ Balance as at Balance as at Balance as at
charge for the
1 April 2021 s Adjustment 31 March 2022 1 April 2021 Adjustments 31 March 2022 31 March 2022 1 April 2021
year

NOTE : 2 - Property, Plant &

Equipment
a Tangible Assets

Air Conditioner 1.93 - 1.93 1.76 0.03 - 1.79 0.14 0.17

Computer 5.58 - 5.58 5.25 0.17 - 5.42 0.16 0.34

Furniture 9.90 9.90 8.77 0.56 - 9.33 0.56 1.13

Mobile Phones 0.77 0.77 0.75 - - 0.75 0.01 0.01

Office Premises 54.38 54.38 15.99 1.80 - 17.79 36.59 38.39

Office Equipments 28.14 - 28.14 24.19 3.25 - 27.44 0.71 3.95

Vehicles 59.07 - 59.07 57.18 0.71 - 57.89 1.18 1.89

Plant & Machinery (Laser) 31.56 31.56 25.67 1.07 - 26.74 4.83 5.89

Plant & Machinery (Entertainment) 248.49 1.34 - 249.83 181.39 11.82 - 193.21 56.62 67.10

Plant & Machinery (Amusement) 3,043.70 3,043.70 1,070.62 143.93 - 1,214.55 1,829.16 1,973.09

Building 99.33 99.33 4.18 0.15 - 4.33 95.00 95.15

Restaurent Building 155.75 155.75 25.87 4.07 29.94 125.82 129.88

Sub Total 3,738.62 1.34 - 3,739.96 1,421.64 167.54 - 1,589.18 2,150.78 2,316.98

b Goodwill on Amalgamation 364.55 364.55 - - - 364.55 364.55

Sub Total 364.55 - - 364.55 - - - - 364.55 364.55

Total
4,103.17 1.34 - 4,104.51 1,421.64 167.54 - 1,589.18 2,515.34 2,681.54

Page 65
 Note
TRADE PAYABLES
17.1

As at 31st March, 2022 As at 31st March, 2021

Outstanding for following periods from due date of payment Outstanding for following periods from due date of payment
Particulars
More More
Less than 1 1-2 Years 2-3 Years than 3 Total Less than 1 Year 1-2 Years 2-3 Years than 3 Total
Year
Years Years
MSME - - - - - - - - - -
Others 968.80 - - - 968.80 5,250.56 - - - 5,250.56
Dispute dues-MSME - - - - - - - - - -
Dispute dues - - - - - - - - - -
Others - - - - - - - - - -
Total 968.80 - - - 968.80 5,250.56 - - - 5,250.56

Note 8.1 TRADE

RECEIVABLE

As at 31st March, 2022 As at 31st March, 2022

Outstanding for following periods from due date of payment Outstanding for following periods from due date of payment
Particulars
More
Less than 6 6 Months - 1-2 Years 2-3 More than 3 Years Total Less than 6 6 Months - 1-2 2-3 Years Tota
than 3
Months 1Year Years Months 1Year Years l
Years
Undisputed Trade
Receivables- 175.04 - - - - 175.04 41.95 - - - - 41.95
Considered Goods

Undisputed Trade
Receivables- - - - - - - - - - - - -
Considered Doubtful
Disputed Trade
Receivables- - - - - - - - - - - - -
Considered Goods
Disputed Trade
Receivables- - - - - - - - - - - - -
Considered Doubtful
Others - - - - - - - - - - - -
TOTAL 175.04 - - - - 175.04 41.95 - - - - 41.95

Page 66
 For the Year ended For the Year ended
Particulars
31st March, 2022 31st March, 2021
NOTE : 20 - REVENUE FROM OPERATIONS

Sale of Products 3,017,776.08 2,134,358.19

Sale of Services 450.54 145.53

Other Operating Revenues (939.03) (1,781.92)

Total 3,017,287.60 2,132,721.81

For the Year ended For the Year ended

Particulars
31st March, 2022 31st March, 2021
NOTE : 20(a) - PARTICULARS OF SALE OF PRODUCTS & SERVICES

Sales of Products

Gold Sales 2,220,276.39 1,956,819.09

Silver Sales 792,866.78 74,391.15
Bond Sales 1,609.11 100,940.17
Share Sales 3,023.80 2,207.78

Sub Total 3,017,776.08 2,134,358.19

Sales of Services

Boating Income 313.32 95.31

Bumper Car & Carousal Income 42.26 -
Kiosk Rental 47.25 23.75
Photography 0.07 0.05
Entertainment Income 5.50 6.50
Entry Fee Income 1.07 0.61
Musical Fountain Income 20.23 4.73
Rides Income 1.82 -
Misc Income 0.60 -
7D Cinema 3.62 -
Coin Operated Sites 1.58 -
Combo Income 4.36 -
Kids Zone Income 8.40 -
Brokerage/Commission Income - 13.59
Floating Café - 1.00
V. Gamining 0.46 -

Sub Total 450.54 145.53

Other Operating Revenues

Profit/(Loss) on Forward Transaction (939.03) (1,781.92)

Sub Total (939.03) (1,781.92)

Total 3,017,287.60 2,132,721.81

Page 67
 For the Year ended For the Year ended
Particulars
31st March, 2022 31st March, 2021
NOTE : 21 - OTHER INCOME
Interest Income
Bank Interest Income 118.07 259.82
VAT Interest Income - 4.73
Bond Interest Income 8.01 -
Other Interest Income 17.72 -

Dividend Income 0.04 0.00

Other Non-operating revenues

Kasar 1.56 1.30
Refund of Stamp Duty 10.91 -
Other Charges 1.39 9.81
Misc Income 0.17 6.72
Custome Rate Difference Income - 53.24
Scrap Sales 0.31 0.27
Rental Space Charges 0.90 -
Profit on Financial Assets - 71.94

Total 159.07 407.82

For the Year ended For the Year ended

Particulars
31st March, 2022 31st March, 2021
NOTE : 22 - PURCHASE OF STOCK-IN-TRADE

Silver Purchase 801,943.76 74,816.41

Gold Purchase 2,210,471.28 1,953,485.96

Shares Purchase 2,339.10 1,990.89

Bond Purchase 2,590.67 98,887.62

Total 3,017,344.81 2,129,180.87

For the Year ended For the Year ended

Particulars
31st March, 2022 31st March, 2021
NOTE : 23 - CHANGES IN INVENTORIES OF FINISHED GOODS , STOCK IN PROCESS AND WIP

Inventories at the end of the year

Finished Goods - -
Work In Progress - -
Stock-in-trade 1,890.12 419.36

Inventories at the begaining of the year

Finished Goods - -
Work In Progress - -
Stock-in-trade 419.36 2,480.19

Net(Increase)/decrease (1,470.77) 2,060.84

Page 68
 For the Year ended For the Year ended
Particulars
31st March, 2022 31st March, 2021
NOTE : 24 - EMPLOYEE BENEFITS EXPENSES

(a) Salaries and Wages 87.01 81.84

(b) Contributions to Provident Fund & Other Fund - -
(c) Staff welfare expenses 1.12 3.19
Total 88.13 85.03

For the Year ended For the Year ended

Particulars
31st March, 2022 31st March, 2021
NOTE : 25 - FINANCE COST

(a) Interest expense :-

(i) Borrowings 568.56 879.16
(ii) Others - TDS 0.11 -
(b) Other borrowing costs 2.75 5.34

Total 571.42 884.50

For the Year ended For the Year ended

Particulars
31st March, 2022 31st March, 2021
NOTE : 26 - DEPRECIATION AND AMORTISATION

Depreciation of Property , Plant and Equipment 167.54 181.16

Amortisation of Intangible Assets - -
Depreciation on Investment Property - -

Total 167.54 181.16

Page 69
 For the Year ended For the Year ended
Particulars
31st March, 2022 31st March, 2021
NOTE : 27 - OTHER EXPENSES

Operating Expneses

Share in Revenue 46.70 1.17

Software Operating Expenses 0.23 0.58
AMC Fees 49.64 18.37
Membership Fees - 0.21
Demat Charges 0.12 0.25
Housekeeping Expenses 7.46 3.53
Laser Fountain Maintainance 13.90 9.31
Electricity Charges 38.14 25.80

Selling & Distrubution Expenses

Business Promotion Expenses 1.94 55.00
Commission Expenses 42.97 33.43
Event Expenses 40.00 -
Marketing Expenses 0.14 0.26

Establishment Expenses
Advertisement Exp 39.86 20.62
Loss/(Profit) on Financial Asset 75.43 -
Rates & Taxes 49.04 26.43
Rent Expenses 12.09 7.88
Payment To auditor 2.14 2.90
Stationery Expenses 2.14 0.72
Travelling Expenses 10.51 0.64
Insurance Expenses 7.88 8.50
License Expenses 0.62 0.20
Legal & Professional Fees 23.12 23.82
Exchange Exp. 0.42 2.16
Donation - 1.00
Bad Debts - 0.47
Fuel Expenses 56.95 20.50
Rapairing Expenses 58.70 9.50
Security Expenses 41.30 6.73
Social Responsibility Expenses 5.06 4.72
Sponsership Fees - 2.00
Site Expenses 2.74 20.39
Transportation Expenses 102.90 67.42
Telephone Expenses 2.15 1.64
Mis Expenses. 35.08 35.03

Total 769.38 411.15

Page 70
 For the Year ended For the Year ended
Particulars
31st March, 2022 31st March, 2021
NOTE : 27.1 - PAYMENT TO AUDITORS AS:

As Auditor
Statutory Audit 2.14 2.90
Tax Audit - -
Limited Review of Quarterly Results - -

In other Capacity
Taxation matters - -
Company law matters - -
For management services - -
For other services - -
For reimbursement of expenses - -

Total 2.14 2.90

Page 71
Note: - 1 Significant accounting policies:

1.0 Corporate Information

Amrapali Industries Limited is a Limited Company, incorporated under the provisions of Companies Act, 1956 and
having CIN: L91110GJ1988PLC0674. The Company is engaged in the business of different types of activities like
entertainment Activities, Bullion Trading and Share trading, etc. The Registered office at Unit No. PO5-02D, 5th Floor
Tower A WTC Gift City Gandhinagar, Gujarat - 382355.

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

a. Accounting Convention: -
The financial statements have been prepared in accordance with Section 133 of Companies Act, 2013, i.e. Indian
Accounting Standards ('Ind AS') notified under Companies (Indian Accounting Standards) Rules 2015. The Ind AS
Financial Statements are prepared on historical cost convention, except in case of certain financial instruments which are
recognized at fair value.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and
other criteria set out in the Part I of Schedule Ill to the Companies Act, 2013. Based on the nature of products and the time
between the acquisition of assets for processing and their realisation in cash and cash equivalents.

b. Functional and Presentation Currency

All amounts disclosed in the financial statements and notes are rounded off to lakhs the nearest INR rupee in compliance
with Schedule III of the Act, unless otherwise stated.

The functional and presentation currency of the company is Indian rupees. This financial statement is presented in Indian
rupees. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and
percentages may not precisely reflect the absolute figures.

c. Compliance with Ind AS

The financial statements have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting
Standards) Rules, 2015.

d. Use of Estimates and Judgments

The preparation of the Ind AS financial statements in conformity with the generally accepted accounting principles in India
requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the
Balance Sheet date, reported amount of revenue and expenses for the year and disclosure of contingent labilities and
contingent assets as of the date of Balance Sheet. The estimates and assumptions used in these Ind AS financial statements
are based on management's evaluation of the relevant facts and circumstances as of the date of the Ind AS financial
statements. The actual amounts may differ from the estimates used in the preparation of the Ind AS financial statements
and the difference between actual results and the estimates are recognized in the period in which the results are
known/materialize.

Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in future periods affected.

Particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting
policies that have the most significant effect on the amounts recognized in the financial Statement are as below:
1. Valuation of Financial Instruments;
2. Evaluation of recoverability of deferred tax assets/Liabilities ;
3. Useful lives of property, plant and equipment and intangible assets;
4. Measurement of recoverable amounts of cash-generating units;
5. Obligations relating to employee benefits;
6. Provisions and Contingencies;
7. Provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions;
8. Recognition of Deferred Tax Assets/Liabilities

e. Current versus Non-Current Classification

The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification.

An asset / liability is treated as current when it is:-

i. Expected to be realised or intended to be sold or consumed or settled in normal operating cycle.
ii. Held primarily for the purpose of trading.
iii. Expected to be realised / settled within twelve months after the reporting period, or.
iv. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.

Page 72
 v. There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period.
All other assets and liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.

1.2 ACCOUNTING POLICIES:

(A) Property, Plant and Equipment
All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.

Cost includes purchase price, non-recoverable taxes and duties, labour cost and direct overheads for self-constructed
assets and other direct costs incurred up to the date the asset is ready for its intended use.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can
be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when
replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are
incurred.

Freehold land is not depreciated. Depreciation is provided on a pro-rata basis on the straight-line method in Amusement
Division and on other assets Written Down Value Method over the estimated useful lives of the assets or the rates
prescribed under Schedule II of the Companies Act, 2013.considering the nature, estimated usage, operating conditions,
past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support.The
Company provides pro-rata depreciation from the day the asset is put to use and for any asset sold, till the date of sale.

Projects under commissioning and other Capital work-in-progress are carried at cost comprising of direct and indirect
costs, related incidental expenses and attributable interest. Depreciation is not recorded on capital work-in-progress until
construction and installation are complete and the asset is ready for its intended use.

An item of property, plant and equipment is derecognized on disposal. Any gain or loss arising from derecognition of an
item of property, plant and equipment is included in profit or loss.

(B) Intangible Assets

Intangible assets are stated at cost of acquisition net of recoverable taxes, accumulated amortization, and impairment
losses, if any. Such costs include purchase price, borrowing cost, and any cost directly attributable to bringing the asset to
its working condition for the intended use, net charges on foreign exchange contracts and adjustments arising from
exchange rate variations attributable to the intangible assets.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the entity and cost can be measured
reliably.

The amortisation period for intangible assets with finite useful lives is reviewed at each year-end. Changes in expected
useful lives are treated as changes in accounting estimates.

Internally generated intangible asset Research costs are charged to the statement of Profit and Loss in the year in which
they are incurred.

The cost of an internally generated intangible asset is the sum of directly attributable expenditure incurred from the date
when the intangible asset first meets the recognition criteria to the completion of its development.

Product development expenditure is measured at cost less accumulated amortisation and impairment, if any. Amortisation
is not recorded on product in progress until development is complete.

Gains or losses arising from derecognition of an Intangible Asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is
derecognised.

(C) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognized for the amountby which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use.

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such

Page 73
 indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the
recoverable amount of the cash-generating unit to which the asset belongs is less than its carrying amount, the carrying
amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the
statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no
longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a
maximum of depreciable historical cost.

(D) Leases
As a lessee
The Company has applied IND AS 116 using the partial retrospective approach.

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases
of low-value assets. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the
right to use the underlying assets.

Right of use assets

The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.

Lease Liabilities
At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments
made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to
determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

As Lessor:
At the inception of a lease, the lease arrangement is classified as either a finance lease or an operating lease, based on
contractual terms & substance of the lease arrangement. Whenever the terms of the lease transfer substantially all the risks
and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as
operating leases.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the Company’s net
investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of
return on the Company’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct
costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and
recognised on a straight-line basis over the lease term.

(E) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to Chief Operating Decision
Maker (CODM).

The Company has identified its Chief Financial Officer as CODM who is responsible for allocating resources and
assessing performance of the operating segments and makes strategic decisions.
CODM is in view that the Company is operating in single business segments. Hence, reporting requirement of Segment
reporting is not arise.

(F) Statement of Cashflow

Cash Flows of the Group are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of a noncash nature, any deferrals or accruals of past or future operating cash receipts or payments and item
of income or expenses associated with investing or financing Cash Flows. The cash flows from operating, investing and

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 financing activities of the Company are segregated.

(G) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and highly liquid investments with an original maturity
of up to three month that are readily convertible into cash and which are subject to an insignificant risk of changes in value.

(H) Inventories
Inventories includes stock -in -trade, stores & spares, consumables, packing materials, goods for resale and material in
transit are valued at lower of cost and net

Stock-in-trade - Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location
and conditions. Cost is determined on First-In-First-Out basis.

Stores, Spare Parts, Consumables, Packing Materials etc. - Cost is determined on First-In-First-Out basis.

Goods for Resale – valuation Cost is determined on First-In-First-Out basis.

Realizable Net realizable value represents the estimated selling price for inventories less all estimated costs of completion
and costs necessary to make the sale. Adequate allowance is made for obsolete and slow-moving items.

(I) Foreign Currency Transactions

i) Initial Recognition

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount
the exchange rate between the functional currency and the foreign currency at the date of the transaction.

ii) Subsequent Recognition

As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign
currency are reported using the exchange rate at the date of the transaction. All non-monetary items which are
carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange
rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are restated at the end of accounting period. Exchange
differences on restatement of all other monetary items are recognised in the Statement of Profit and Loss.

Any subsequent events occurring after the Balance Sheet date up to the date of the approval of the financial statement of
the Company by the board of directors on May 30, 2022 have been considered, disclosed and adjusted, if changes or event
are material in nature wherever applicable, as per the requirement of Ind AS.

(J) Income Taxes

The tax expense for the period comprises of current tax and deferred income tax. Tax is recognized in Statement of Profit
and Loss, except to the extent that it relates to items recognized in the Other Comprehensive Income or in Equity. In which
case, the tax is also recognized in Other Comprehensive Income or Equity.

I. Current tax: -
Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation
laws prevailing in the respective jurisdictions. Current tax assets and current tax liabilities are offset when there
is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and
the liability on a net basis.

II. Deferred tax:-

Deferred tax is recognized using the balance sheet approach. Deferred tax assets and liabilities are recognized
for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their
carrying amount in financial statements.

Deferred tax asset is recognized to the extent that it is probable that taxable profit will be available against which such
deferred tax assets can be realized. The carrying amount of deferred tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilized.

(K) Provisions and Contingencies

Provisions:

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable

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 estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle
the present obligation at the Balance sheet date and are discounted to its present value as appropriate.

Contingent Liabilities:

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will
be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the
control of the company or a present obligation that arises from past events where it is either not probable that an outflow of
resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

The company does have a statutory obligation of income tax which is under dispute. The company is went for further
proceedings before the Hon’ble settlement commission has got abated as per Section 245HA of the I.T Act, 1961 in
pursuance of settlement commission order u/s 245D (4) of the Act dated 31/05/2016 and pending search case assessment
u/s 153A of the I.T Act, 1961 for A.Y 2007-08 and 2012-13 and regular assessment u/s 143(3) of the I.T Act, 1961 for A.Y
2013-14; currently matter have been pending in Supreme Court, also stay order has been granted.

(L) Revenue recognition

Revenue is measured at fair value of the consideration received or receivable. Revenue is recognized when (or as) the
Company satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An
asset is transferred when (or as) the customer obtains control of that asset.

When (or as) a performance obligation is satisfied, the Company recognizes as revenue the amount of the transaction price
(excluding estimates of variable consideration) that is allocated to that performance obligation.

The Company applies the five-step approach for recognition of revenue:

i. Identification of contract(s) with customers;

ii. Identification of the separate performance obligations in the contract;
iii. Determination of transaction price;
iv. Allocation of transaction price to the separate performance obligations; and
v. Recognition of revenue when (or as) each performance obligation is satisfied.

(M) Other income:

Interest: Interest income is calculated on effective interest rate, but recognised on a time proportion basis taking into
account the amount outstanding and the rate applicable.

Dividend: Dividend income is recognised when the right to receive dividend is established.

(N) Finance Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part
of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its
intended use. based on borrowings incurred specifically for financing the asset or the weighted average rate of all other
borrowings, if no specific borrowings have been incurred for the asset.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets
is deducted from the borrowing costs eligible for capitalisation.

Borrowing costs include exchange differences arising from foreign currency borrowings to the extent they are regarded as
an adjustment to the interest cost.

All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.

(O) Earnings per share (EPS):

Basic EPS is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted
average number of equity shares outstanding during the period. For the purpose of calculating diluted EPS, the net profit
or loss for the period attributable to equity shareholders and the weighted average number of additional equity shares that
would have been outstanding are considered assuming the conversion of all dilutive potential equity shares. Earnings
considered in ascertaining the EPS is the net profit for the period and any attributable tax thereto for the period.

(P) Fair Value Measurement:

The Company measures financial instruments such as investments in quoted equity shares, certain other investments etc. at
fair value at each Balance Sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability at the measurement date. All
assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair
value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a

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 whole.

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.

(Q) Financial Instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.

Financial assets:
Initial recognition
Financial assets are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets other than trade receivables and other specific assets are initially recognised at fair value plus
transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair
value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the Statement
of Profit and Loss.

Subsequent measurement
Financial assets, other than equity instruments, are subsequently measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss on the basis of both:

i. The entity’s business model for managing the financial assets and
ii. The contractual cash flow characteristics of the financial asset.

De-recognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers rights to receive cash flows from an asset, it evaluates if and to what extent it has retained the
risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards
of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the
extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that
the Company has retained.

Financial Liabilities:
Initial Recognition and Subsequent Measurement
All financial liabilities are recognised initially at fair value and in case of borrowings and payables, net of directly
attributable cost. Financial liabilities are subsequently carried at amortized cost using the effective interest method.
For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments. Changes in the amortised value of liability are
recorded as finance cost.

De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.

(R) Global Health Pandemic COVID - 19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant slow disturbance and
slowdown of economic activity. The company has evaluated impact of this pandemic on its business operations and based
on its review and current indicators for future economic conditions, there is no significant impact on its financial
statements.

1.3 Recent Pronouncements:

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On 23rd March, 2022, MCA notified the Companies
(Indian Accounting Standards) Amendment Rules, 2022, applicable from 1st April, 2022, as below:

i. Ind AS 16 – Proceeds before intended use

The amendments specify that the excess of net sale proceeds of items produced while the Company is preparing the
asset for its intended use over its cost of testing, if any, shall not be recognized in the profit or loss but shall be
deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment.

Page 77
 The Company does not expect the amendments to have any impact in its recognition of its property, plant and
equipment in its financial statements.

ii. Ind AS 103 – Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable
assets acquired, and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual
Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the
Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the
requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its
financial statements.

iii. Ind AS 109 – Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in
assessing whether to derecognise a financial liability. The Company does not expect the amendment to have any
significant impact in its financial statements.

28. The previous year’s figures have been reworked, regrouped, and reclassified wherever necessary. Amounts and other
disclosures for the preceding year are included as an integral part of the current annual financial statements and are to be
read in relation to the amounts and other disclosures relating to the current financial year.

29. Credit and Debit balances of unsecured loans, sundry creditors, sundry Debtors, loans and Advances are subject to
confirmation and therefore the effect of the same on profit could not be ascertained.

30. Foreign Currency Transactions: -

Expenditure in Foreign Currency: - Nil

Earnings in Foreign Currency: - Nil

31. Related Parties Disclosure: -

The Disclosures of Transaction with the related parties as defined in the related parties as defined in the Ind-AS are given
below:

List of related parties with whom transactions have taken place and relationships: -

Sr. Nature of Relationship Name of the Parties

No.

1. Key Managerial personnel (KMP) 1. Yashwant Amratlal Thakkar

2. Rashmikant Amratlal Thakkar

3. Haresh Chaudhary

4. Satish Patel

5. Ekta Jain

2. Associate Concern 1. Amrapali Capital Finance and Services Limited

3. Enterprise in which Partners are relative of KMP 2. Amrapali Online Venture LLP

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 Transaction during the current financial year with related parties: -

(Rs. In Lakh)

Sr. Name of Related Nature of Nature of Volume of Transaction Amount Balance at the end of the
No. Parties Relation Transaction with (Rs.) Year
related parties

2021-22 2020-21 2021-22 2020-21

1 YashwantAmratlal Key Managerial 2.16 2.34 - -

Thakkar Managerial Remuneration
Personnel
(KMP)

2 RashmikantAmratla Key Managerial 2.16 2.34 - -

l Thakkar Managerial Remuneration
Personnel
(KMP)
3 Haresh Chaudhary Key Sitting Fees - - - -
Managerial
Personnel
(KMP)
4 Satish Patel CFO Salary Exp. 3.18 2.82 - -

5 Ekta Jain CS Salary Exp. 1.80 1.80 - -

4 YashwantAmratlal Key Loan Taken 3,87,719.30 3,65,364.73 5499.00 -

Thakkar Managerial
Personnel Loan Repaid 3,82,349.75 3,66,722.86
(KMP)
Interest Paid/ 129.45 485.70
(Received)

5 Amrapali Capital & Associate Remise Income - - - -

Finance Service Ltd Concern
Sales - 2106.27

Purchase - 4224.05

Margin Money - -

6 Amrapali Online Enterprises Loan Taken - 22.37 - -

Venture LLP in which
Partners are Loan Repaid - 22.37
relative of
KMP Purchase - - - -

Sales 65.39 38.23

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 32. Deferred tax Assets and Liabilities are as under : -
Components of which are as under:-

(Rs. In Lakh)

Amount (Rs.) Amount (Rs.)

Particulars
31-3-2022 31-3-2021

Deferred Tax

976.66 946.30
Block of assets ( Depreciation)

326.05 315.91
Net Differed Tax Liability/(Asset)

33. Earnings Per Share

Rs. In Lakhs

Year Ended on Year Ended on

Particulars 31st March, 2022 31st March, 2021

(Rs.) (Rs.)

Profit / (Loss) after tax attributable to Equity Shareholders (A) (42.02) 239.66

Weighted Number of Equity Share outstanding During the year

(B) (In Nos.)

5,14,10,564 5,14,10,564
Basic Earnings Per Share for each Share of Rs.10/-

(A) / (B)

(0.08) 0.47

34. Corporate Social Responsibility (CSR)

During the year, the Company has spent Rs. 5.06 in Lakhs towards various CSR initiatives as required by Section 135 read
with Schedule VII of the Companies Act 2013. CSR spend has been charged to the statement of profit and loss under
“Other expenses” in line with ICAI guidance note issued in May 2015.

(i) Amount required to be spent by the company during the year: Rs. 2.59 Lakhs

(ii) Amount of expenditure incurred,: Direct Expenditure of Rs. 5.06 Lakhs

(iii) Shortfall at the end of the year,: Not Applicable

(iv) Total of previous years shortfall,: Not Applicable

(v) Reason for shortfall: Not Applicable

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 (vi) Nature of CSR activities: provide the grocery items for the benefit of needy and poor people.

(vii) details of related party transactions, e.g.,contribution to a trust controlled by the company in relation to CSR
expenditure as per relevant Accounting Standard: Not Applicable

(viii) where a provision is made with respect to a liability incurred by entering into a contractual obligation, the
movements in the provision during the year shall be shown separately: Not Applicable

35. Notes forming part of accounts in relation to Micro and small enterprise
1. Based on information available with the company, on the status of the suppliers being Micro or small enterprises, on which
the auditors have relied, the disclosure requirements of Schedule III to the Companies Act,2013 with regard to the payments
made/due to Micro and small Enterprises are given below :

Sr. Particulars Year Ended on 31st March Year Ended on 31st March
No. 2022 2021

Principal Interest Principal Interest

I Amount due as at the date of Balance sheet Nil Nil Nil Nil

Ii Amount paid beyond the appointed date during Nil Nil Nil Nil
the year

Iii Amount of interest due and payable for the Nil Nil Nil Nil
period of delay in making payments of
principal during the year beyond the appointed
date

Iv The amount of interest accrued and remaining Nil Nil Nil Nil
unpaid as at the date of Balance sheet

The company has initiated the process of obtaining the confirmation from suppliers who have registered themselves under the
Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) but has not received the same in totality.
The above information is compiled based on the extent of responses received by the company from its suppliers.

36. Title deeds of immovable Property

Tittle deeds of immovable property has not been held in the name of promoter, director, or relative of promoter/ director or
employee of promoters / director of the company, hence same are held in the name of the company

37. Revaluation of Property, Plant and Equipment and Intangible Assets:-

The company has not done revaluation of Property, Plant and Equipment and Intangible Assets.

38. Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties:-
No Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under
Companies Act, 2013,) either severally or jointly with any other person.

39. Capital Work In Progress (CWIP):-

There is no Capital Work In Progress (CWIP) for the current year

40. Intangible assets under development:-

There is no Intangible assets under development in the current year.

41. Details of Benami Property held:-

The company does not have any benami property, where any proceeding has been initiated or pending against the company for
holding any benami property under the Benami Transaction (prohibition) act, 1988 and rules made there under.

42. Borrowings from bank or financial institution on the basis of current assets:-
Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement
with the books of accounts.

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 43. Wilful Defaulter:-
The Company has not been declared a wilful defaulter by any bank or financial institution or government or government
authority

44. Relationship with Struck off Companies:-

The company does not have such transaction with Struck off Companies.

45. Registration of charges or satisfaction with Registrar of Companies:-

The company does not have any charges or satisfaction, which is yet to be registered with Registrar of Companies beyond the
statutory period.

46. Compliance with approved Scheme(s) of Arrangements

The Company does not have made any arrangements in terms of section 230 to 237 of companies act 2013, and hence there is
no deviation to be disclosed.

47. Utilization of Borrowed funds and share premium:-

As on March 31, 2022 there is no unutilized amount in respect of any issue of securities and long term borrowings from bank
and financial institutions. The borrowed funds have been utilized for the specific purpose for which the funds were raised.

48. Details of crypto currency or virtual currency:-

The company has not traded or invested in crypto currency or virtual currency during the financial year.

49. The Company has not advanced or loaned to or invested in funds to any other person(s)or entity (is), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend to or invest in other persons or entities identified inany manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the UltimateBeneficiaries.

50. The Company has not received any fund from any person(s) or entity(is), includingforeign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend to or invest in other persons or entities identified inany manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

51. Ratios Analysis:-

As at 31st As at 31st % of Reason for

Ratio Numerator Denominator March, March, change in Variance
2022 2021 Ratio
Current Ratio Total Current Asset Total Current
0.95 0.8 18.88% -
Liabilities

Debt Equity Ratio Debt capital Shareholder’s

2.74 2.70 1.31% -
Equity

Debt Service EBITDA-CAPEX Debt Service -

- - 0.00
Coverage Ratio (Int.+Principal)
Return on Equity Profit for the year Average Due to loss in
Ratio Shareholder’s (0.02) 0.09 (117.53%) Current Year
Equity
Inventory COGS Average -
1,596.34 1470.05 8.52%
Turnover Ratio Inventory
Trade Receivables Net Sales Average trade Due to increase in
turnover ratio receivables 17,237.73 3,018.83 471.01% Trade
Receivables

Trade payables Total Purchases (Fuel Closing Trade 3,114.52 405.52 668.04% Due to decrease

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turnover ratio Cost + Other Payables in Trade Payables
Expenses+Closing
Inventory-Opening
Inventory)
Net capital Sales Working capital Due to Changes
turnover ratio (CA-CL) (4,688.75) (1,355.73) 245.85% in Working
Capital

Net profit ratio Net Profit Sales Due to Loss in

0.00 0.01 (100.14%) Current Year

Return on Capital Earnings before Capital Employed Due to Loss in

employed interest and tax 0.18 0.40 (54.17%) Current Year

Return on Net Profit Investment

0.13 - 0.00
investment

Page 83
 NOTICE OF 34TH ANNUAL GENERAL MEETING
Notice is hereby given that the Thirty Fourth Annual General Meeting (AGM) of Amrapali Industries Limited (“the Company”)
will be held on Monday, September 12, 2022 at 05:00 P.M. IST through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”), to transact the following businesses:

ORDINARY BUSINESSES
1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR
THE FINANCIAL YEAR ENDED ON MARCH 31, 2022, TOGETHER WITH THE REPORTS OF BOARD OF
DIRECTORS AND THE AUDITOR THEREON.

2. TO APPOINT A DIRECTOR IN PLACE OF MR. RASHMIKANT AMRATLAL THAKKAR (DIN: 00071144), WHO
RETIRES BY ROTATION AND BEING ELIGIBLE, SEEKS RE-APPOINTMENT.
Explanation: Based on the terms of appointment, executive directors and non-executive directors are subject to retirement by
rotation. Mr. Rashmikant Amratlal Thakkar (DIN: 00071144), who was appointed as Executive Director for the current term, and is
the member on the Board, retires by rotation and, being eligible, seeks re-appointment.

To the extent that Mr. Rashmikant Amratlal Thakkar (DIN: 00071144), is required to retire by rotation, he would need to be
reappointed as such. Therefore, shareholders are requested to consider and if thought fit, to pass the following resolution as an
ordinary resolution:

“RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the
approval of the members of the Company be, and is hereby accorded to the reappointment of Mr. Rashmikant Amratlal Thakkar
(DIN: 00071144) as such, to the extent that he is required to retire by rotation.”

3. TO APPOINT STATUTORY AUDITOR OF THE COMPANY AND TO FIX THEIR REMUNERATION FOR A
TERM OF FIVE YEARS:-
To consider and if thought fit to pass with or without modifications the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification, amendment or enactment thereof, for the
time being in force), M/s. B.B. Gusani & Associates., Chartered Accountants, Ahmedabad (Firm Registration No.: 140785W) be and
are hereby appointed as the Statutory Auditor of the Company in place of M/s. Raichura & Co. (Firm’s Registration No.
0126105W), the retiring statutory auditor, to hold the office from the conclusion of the 34th Annual General Meeting until the
conclusion of the 39th Annual General Meeting of the Company to be held in the year 2027 at such remuneration plus applicable
taxes and reimbursement of out-of-pocket expenses in connection with the Audit as may be mutually agreed between the Board of
Directors of the Company and the Auditors.”
None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Resolution.

SPECIAL BUSINESSES:-
4. APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Regulation2(1)(zc),23(4) and other applicable Regulations, if any, of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations’), as amended from time to time, Section 2(76) and other applicable provisions of the Companies Act, 2013 (‘Act’) read
with the Rules framed thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and
other applicable laws / statutory provisions, if any, the Company’s Policy on Related Party Transactions as well as subject to such
approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee, consent
of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the
‘Board’, which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be
constituted by the Board from time to time to exercise its powers conferred by this Resolution) to the Material Related Party
Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into (whether by way of an
individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the
Explanatory Statement annexed herewith, for the following arrangements/ transactions/ contracts (including any other transfer of
resources, services or obligations) to be entered into by the Company for the financial year 2022-23;

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Details of Related Party Transactions/ Arrangements/ Contracts per Financial Year
Name of
Sr. Nature of
Related Type of Transaction(s) Maximum Value of Transaction for Financial Year
No. Relationship
Party
1. Mr. Chairman and Receipt of Unsecured Up to Rs.5,000 Crore individually or in aggregate and
Yashwant Managing Loan from him and payment of interest thereon not exceeding the Bank Rate
Thakkar Director payment of Interest or 8.00%, whichever is higher
thereon
2. Mr. Director Receipt of Unsecured Up to Rs. 5,000 Crore individually or in aggregate and
Rashmikant Loan from him and payment of interest thereon not exceeding the Bank Rate
Thakkar payment of Interest or 8.00%, whichever is higher
thereon

RESOLVED FURTHER THAT the consent of the members of the Company be and is hereby accorded to the Board of Directors
of the Company and/or a duly constituted Committee thereof, to do all such acts, deeds, matters and things as may be necessary,
expedient or desirable including any negotiation/ renegotiation/ modification/ ratification/ amendments to or termination thereof, of
the subsisting arrangements/ transactions/ contracts or any future arrangements/ transactions/ contracts and to make or receive/ pay
monies or to perform all other obligations in terms of such arrangements/ transactions/ contracts with the Related parties.

RESOLVED FURTHER THAT the consent of the Company, be and is hereby accorded to the Board of Directors of the Company
and/or a duly constituted Committee thereof, to severally do or cause to be done all such acts, matters, deeds and things and to settle
any queries, difficulties, doubts that may arise with regard to any of the transactions with the related parties and severally execute
such contracts, agreements, documents and writings and to make such filings, as may be necessary, expedient or desirable for the
purpose of giving full effect to this resolution, in the best interest of the Company.”

5. INCREASE IN THE BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C) OF COMPANIES
ACT, 2013.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the Special Resolution passed at the Annual General Meeting held on September 22, 2016
and pursuant to Section 180(1)(c) and other applicable provisions, of the Companies Act, 2013, (including any statutory
modification(s) or reenactment thereof for the time being in force) consent of the Member be and is hereby accorded to the Board of
Directors of the Company to borrow from time to time, as it may consider fit, any sum or sums of money not exceeding Rs. 300
Crore (Rupees Three Hundred Crores Only) on such terms and conditions as the Board may deem fit, notwithstanding that the
monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained/to be
obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid up share capital of
the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and are hereby
authorized to arrange to fix the terms and conditions of all such borrowings from time to time as it may deem fit and to sign and
execute all such deeds, contracts, instruments, agreements and any other documents as may be required and to do all such acts,
deeds, matters, things as may be deemed necessary, expedient and incidental thereto and to delegate all or any of its powers herein
conferred by this resolution to any committee of Directors and/or Directors and/or Officers of the Company to give effect to this
resolution.”

6. CREATION OF SECURITIES ON THE PROPERTIES OF THE COMPANY UNDER SECTION 180(1)(A) OF

COMPANIES ACT, 2013.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of earlier resolutions passed in this regard, the consent of the member be and is hereby
accorded in terms of Section 180(1)(a) and other applicable provisions of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof for the time being in force) to the Board of Directors to mortgage, pledge, create charges or
hypothecation and to provide securities as may be necessary on all movable and/or immovable properties wherever situated both
present and future or to sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company
or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking(s) on such
terms and conditions at such time(s) and in such form and manner, and with such ranking as to priority as the Board in its absolute
discretion thinks fit on the whole or substantially the whole of the Company's any one or more of the undertakings or all of the
undertakings of the Company in favour of any Bank(s) or Financial Institutions or any other Lender(s), Agent(s) and Trustee(s)
whether shareholders of the Company or not, to secure borrowing availed or to be availed by the Company or subsidiary(ies) or
associates of Company, whether by way of debentures, loans, credit facilities, debts, financial obligations or any other securities or

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otherwise by the Company, in foreign currency or in Indian rupees, within the overall limits of the borrowing powers of the Board as
determined from time to time by members of the Company, pursuant to Section 180(1)(c) of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby
authorized to finalize with the Banks or Financial Institutions or any other Lender(s), Agent(s) and Trustee(s) all such deeds,
contracts, instruments, agreements and any other documents for creating the aforesaid mortgages, pledge, charges and /or
hypothecations and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the existing deeds,
contracts, instruments, agreements documents and to do all such acts, deeds, matters, things as may be deemed necessary, expedient
and incidental thereto and to delegate all or any of its powers herein conferred by this resolution to any committee of Directors and/
or Directors and/or officers of the Company to give effect to this resolution.”

7. TO APPROVE PAYMENT OF REMUNERATION PAYABLE TO MR. YASHWANT AMRATLAL THAKKAR

(DIN: 00071126), CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY FOR HIS REMAINING
TERM:–
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions of the Companies
Act, 2013, and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and other applicable rules, regulations issued by the Ministry of Corporate Affairs in this regard including any statutory
amendments, modifications or re-enactment thereof and all other statutory approvals, as may be required and on recommendation of
Nomination and Remuneration Committee and pursuant to approval of the Board of Directors (hereinafter referred to as “the
Board”), the approval of the Members of the Company be and is hereby accorded for payment of remuneration to Mr. Yashwant
Amratlal Thakkar (DIN: 00071126), Chairman and Managing Director of the Company as set out in the explanatory statement
attached hereto, for the existing term until revised and further with other terms and conditions remaining unchanged as per the
explanatory statement of resolution passed for his appointment as Chairman and Managing Director with the power to the Board of
Directors to alter and modify the same, inconsonance with the provisions of the Act and in the best interest of the Company;

RESOLVED FURTHER THAT subject to the provisions of Section 197 the Companies Act, 2013 as amended from time and time,
the Remuneration payable to Mr. Yashwant Amratlal Thakkar (DIN: 00071126), as set out in the explanatory statement attached
hereto, in the event of loss or inadequacy of profit in any Financial Year, shall be as per the limit set out in Section II of Part II of
Scheduled V to the Companies Act, 2013;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors (or any Committee
thereof) be and is hereby authorized to undertake all acts, deeds and execute all documents and pass relevant resolutions for the
purpose of giving effect to this resolution, including modification and amendment of any revisions, thereof and to undertake all such
steps, as may be deemed necessary in this matter.”

RESOLVED FURTHER THAT the Executive Directors and the Company Secretary of the Company, either jointly or severally be
and are hereby authorized to file the said resolution with the Registrar of Companies, Ahmedabad, and to do all such acts, deeds and
things as may be necessary, expedient and incidental thereto to give effect to the above resolution.”

8. RE-APPOINTMENT OF MRS. URSHITA MITTALBHAI PATEL (DIN: 07891320) AS NON-EXECUTIVE

INDEPENDENT DIRECTOR OF THE COMPANY.
To consider and if thought fit, to pass with or without modification, following resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 other applicable provisions, if any, of the Companies
Act, 2013 (“Act”) and the rules made thereunder, read with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, Mrs. Urshita Mittalbhai Patel (DIN: 07891320), who was
appointed as an Independent Director and who hold office up to July 26, 2022 who is eligible for reappointment and in respect of
whom the Company has received a notice in writing under Section 160 of the Act from a shareholder proposing her candidature for
the office of Director and based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, be
and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second and
final term of five consecutive years w.e.f. July 27, 2022.

Registered office: For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor, Tower A WTC Gift City, Amrapali Industries Limited
Gandhinagar-382355 CIN: L91110GJ1988PLC010674

SD/-
Yashwant Amratlal Thakkar
Chairman and Managing Director
Date: August 20, 2022 DIN 00071126
Place: Ahmedabad

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IMPORTANT NOTES

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular
nos.14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to “Clarification on passing
of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on
account of the threat posed by Covid-19”, circular no. 20/2020 dated May 5, 2020 in relation to “Clarification on
holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)”
and Circular no. 02/2022 dated May 5, 2022 in relation to “Clarification on holding of annual general meeting (AGM)
through video conferencing (VC) or other audio visual means (OAVM)” (collectively referred to as “MCA
Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its circular no.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 in relation to “Additional relaxation in relation to
compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015-
Covid-19 pandemic” and circular no. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 in
relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 due to the CoVID-19 pandemic” (collectively referred to as “SEBI Circulars”)
permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence
of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the AGM of the
members of the Company is being conducted through VC / OAVM.

2. Information regarding appointment/re-appointment of Director(s) and Explanatory Statement in respect of special

businesses to be transacted pursuant to Section 102 of the Companies Act, 2013 and/or Regulation 36(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard II is annexed hereto.

3. Though, pursuant to the provisions of the Act, a Member is entitled to attend and vote at the AGM is entitled to
appoint a proxy to attend and vote on his/her behalf, since this AGM is being held pursuant to the Circular No.
14/2020 dated April 8, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and
cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not
annexed to this Notice.

4. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy
(PDF/JPEG Format) of its Board Resolution or governing body Resolution/Authorization etc., authorizing its
representative to attend the Annual General Meeting through VC/OAVM on its behalf and to vote through remote e-
voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered email
address to [email protected] with copies marked to the Company at [email protected] and to National
Securities Depository Limited with copies marked to the Company at [email protected] and to National Securities
Depository Limited (NSDL) at [email protected].

5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning
the quorum under Section 103 of the Companies Act, 2013.

6. Since the AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.

7. In line with the aforesaid Ministry of Corporate Affairs (MCA) Circulars and SEBI Circular dated May 12, 2020, the
Notice of AGM along with Annual Report 2021-22 is being sent through electronic mode to those Members whose e-
mail addresses are registered with the Company/ Depositories. Member may note that Notice and Annual Report
2021-22 has been uploaded on the website of the Company at www.amrapalispot.com. The Notice can also be
accessed from the websites of the Stock Exchange i.e. Bombay Stock Exchange of India Limited at
www.bseindia.com and the AGM Notice is also available on the website of NSDL i.e. www.evoting.nsdl.com.

8. Those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses
submitted, by following the procedure given below:
(a) In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by email to [email protected].
(b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) to [email protected].
(c) Alternatively member may send an e-mail request to [email protected] for obtaining User ID and Password by
proving thedetails mentioned in Point (a) or (b) as the case may be.
(d) It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register their
email address, in respect of electronic holdings with the depository through the concerned depository participants and
in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Purva Sharegistry (India)
Private Limited, 9 Shiv Shakti Industrial Estate, J. R. Boricha Marg, Near Lodha Excelus, Lower Parel East, Mumbai
- 400 011, by following the due procedure.
(e) Those shareholders who have already registered their e-mail address are requested to keep their e-mail addresses
validated with their depository participants / the Company’s Registrar and Share Transfer Agent, Purva Sharegistry

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 (India) Private Limited, to enable servicing of notices / documents / annual Reports electronically to their e-mail
address.
9. It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register their
email address, in respect of electronic holdings with the depository through the concerned depository participants, by
following the due procedure.
10. Members seeking any information with regard to the accounts or any matter to be placed at the AGM or who would
like to ask questions or registered themselves as Speaker, are requested to write to the Company mentioning their
name demat account number/folio number, email id, mobile number at [email protected] on or before Monday,
September 05, 2022 so as to enable the management to keep the information ready. The Company reserves the right to
restrict the number of speakers depending on the availability of time for the AGM.
11. Members holding the shares in dematerialized form are requested to notify immediately, the information regarding
change of address and bank particulars to their respective Depository Participant.
12. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the
Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section
189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in
electronic mode.

13. PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS
AND PARTICIPATING AT THE ANNUAL GENERAL MEETING THROUGH VC/OAVM:

i. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate
Affairs dated April 8, 2020, April 13, 2020, May 5, 2020 and SEBI Circular dated May 12, 2020, the Company is
providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this
purpose, the Company has entered into an agreement with NSDL, as the Authorised e-voting agency for facilitating
voting through electronic means. The facility of casting votes by a member using remote e-voting as well as e-voting
system on the date of the AGM will be provided by NSDL.
ii. The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, September 06,
2022 to Monday, September 12, 2022 (both days inclusive) and same will be re-opened from Tuesday, September 13,
2022 onwards. Members whose names are recorded in the Register of Members or in the Register of Beneficial
Owners maintained by the Depositories as on the Monday, September 05, 2022, shall be entitled to avail the facility of
remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting
rights as on the Cut-off date, shall treat this Notice as intimation only.
iii. A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of
the AGM and prior to the Cut-off date i.e. Monday, September 05, 2022, shall be entitled to exercise his/her vote
either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure
mentioned in this part.
iv. The remote e-voting will commence on 9:00 A.M. Friday, September 09, 2022 and will end on 5:00 P.M. on Sunday,
September 11, 2022. During this period, the members of the Company holding shares as on the Cut-off date i.e.
Monday, September 05, 2022 may cast their vote electronically. The members will not be able to cast their vote
electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting
by NSDL thereafter.
v. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the
vote again.
vi. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the
Company as on the Cut-off date i.e. Monday, September 05, 2022.
vii. The Company has appointed M/s. SCS and CO. LLP, Practicing Company Secretaries (ICSI Unique Code:
L2020GJ008700), to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system
on the date of the AGM, in a fair and transparent manner.

INSTRUCTIONS FOR CASTING VOTES BY REMOTE E-VOTING

The remote e-voting period begins on Friday, September 09, 2022 at 09:00 A.M. and ends on Sunday, September 11, 2022
at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names
appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, September 05,
2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-
up equity share capitalof the Company as on the cut-off date, being i.e. Monday, September 05, 2022
How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system:

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A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode:
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-
Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
securities in demat mode with https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-
NSDL. Services home page click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section , this will prompt you to enter your existing
User ID and Password. After successful authentication, you will be able to see e-
Voting services under Value added services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be re-directed to e-
Voting website of NSDL for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click
at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting
experience.

Individual Shareholders holding 1. Existing users who have opted for Easi / Easiest, they can login through their
securities in demat mode with user id and password. Option will be made available to reach e-Voting page
CDSL without any further authentication. The URL for users to login to Easi /
Easiest are https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the E
Voting Menu. The Menu will have links of e-Voting service provider i.e.

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 NSDL. Click on NSDL to cast your vote.

3. If the user is not registered for Easi/Easiest, option to register is available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing demat
Account Number and PAN No. from a link in www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the demat Account. After successful authentication, user
will be provided links for the respective ESP i.e. NSDL where the e-Voting is
in progress.
Individual Shareholders (holding You can also login using the login credentials of your demat account through your
securities in demat mode) login Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging
through their depository in, you will be able to see e-Voting option. Click on e-Voting option, you will be
participants redirected to NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the
meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding securities in
demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request at [email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL helpdesk by
demat mode with CDSL sending a request at [email protected] or contact at 022-
23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Manner of holding shares i.e. Demat (NSDL or Your User ID is:
CDSL) or Physical

a) For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
with NSDL.
For example if your DP ID is IN300*** and Client ID
is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account 16 Digit Beneficiary ID

with CDSL.
For example if your Beneficiary ID is
12************** then your user ID is
12**************

c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered
with the company

For example if folio number is 001*** and EVEN is

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 101456 then user ID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your
vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’
is communicated to you on your email ID. Trace the email sent to you from NSDL from your
mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password
to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL
account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and
your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
2. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or
CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your name and your
registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system
of NSDL.
3. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
4. Now, you will have to click on “Login” button.
5. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join
Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format)
of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to
[email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board

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 Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority
Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password.
In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?”
option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and
1800 22 44 30 or send a request to at [email protected]

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE
DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E-
VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy
of Aadhar Card) by email to [email protected]
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected].
3. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login
method explained at step 1 (A) i.e.Login method for e-Voting and joining virtual meeting for Individual
shareholders holding securities in demat mode.
4. Alternatively shareholder/members may send a request to [email protected] procuring user id and password for
e- voting by providing above mentioned documents.
5. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE 34th AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the 34th AGM is same as the instructions mentioned above for remote e-
voting.
2. Only those Members/ shareholders, who will be present in the 34th AGM at the Registered Office of the Company or
through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the 34th AGM. However, they will not
be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the
day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE 34th AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting
system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system.
After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu
against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu.
The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be
displayed. Please note that the members who do not have the User ID and Password for e-Voting or have
forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name
demat account number/folio number, email id, mobile number at [email protected] The same will be replied by the company
suitably.

Page 92
CONTACT DETAILS
Company Amrapali Industries Limited
Unit No. PO5-02E, 5th Floor, Tower A, WTC Gift City, Gandhinagar
Tel No. +91-; 7926575105/06
Email:[email protected]; Web: www.amrapalispot.com
Registrar and Purva Sharegistry (India) Private Limited
Transfer Agent Regd. Off: 9 Shiv Shakti Industrial Estate, J. R. Boricha Marg, Near Lodha Excelus, Lower Parel East,
Mumbai - 400 011
Email: [email protected]; Tel. No.: +91-22-23012518/6761
e-Voting Agency & Email: [email protected]
VC / OAVM NSDL help desk 1800-222-990
Scrutinizer M/s SCS and Co LLP,
Practicing Company Secretaries
Email:[email protected]; Mo No.: 8128156833
INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO ATTEND THE ANNUAL GENERAL MEETING THROUGH
VC/OAVM:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members
may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting
credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be
displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID
and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute
rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or
LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name
demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company
suitably.

Registered office: For and on behalf of Board of Directors

Unit No. PO5-02E, 5th Floor, Tower A WTC Gift City, Amrapali Industries Limited
Gandhinagar-382355 CIN: L91110GJ1988PLC010674

Yashwant Amratlal Thakkar

Date: August 20, 2022 Chairman and Managing Director
Place: Ahmedabad DIN 00071126

Page 93
 Annexure to Notice of 34th Annual General Meeting
Disclosure under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standards-II issued by ICSI for Item No. 2, 7 & 8:
Name Mr. Rashmikant Amratlal Mr. Yashwant Amratlal Mrs. Urshita Mittalbhai
Thakkar Thakkar Patel
Date of Birth August 31, 1961 August 14, 1959 September 10, 1990
Experience - Expertise in Mr. Rashmikant Amratlal Mr. Yashwant Thakkar aged 5 years of experience in
specific functional areas - Thakkar is 60 years old and is 63 years old and has more accounts and finance and
Job profile and suitability has more than 27 years of than 28 years of experience in general administration of the
experience in the field of the field of Bullion Business Business.
Bullion Business & Mining. & Mining.
He is Executive Director on He is Director on the Board of
the Board of Directors on Directors since Incorporation
since Incorporation of the of the Company. He has been
Company. He has been Guiding the Company since
guiding the Company since three decades and has
two and half decades and has immensely contributed to the
immensely contributed to the growth and diversification of
growth and diversification of the Company.
the Company.
No. of Shares held as on 2,79,800 Equity Shares 2,58,17,275 Equity Shares -
March 31, 2022 including
shareholding as a Beneficial
Owner.
Terms & Conditions Liable to retire by rotation Liable to retire by rotation Not Liable to Retire by
rotation
Remuneration Last Drawn Rs.2.16 Lakh for F.y 2021-22 Rs.2.16 Lakh for F.y 2021-22 NA
Remuneration sought to be Rs.2.16 Lakh P.A. Rs.2.16 Lakh P.A. NA
paid
Number of Board Meetings 14 out of 14 14 out of 14 14 out of 14
attended during the
Financial Year 2021-22
Date of Original May 10,1988 July 15, 2015 July 27, 2017
Appointment
Date of Appointment in March 02, 2021 October 1, 2019 July 27, 2017
current terms
Directorships held in public 1.Amrapali Industries Limited 1.Amrapali Industries Global 1. Amrapali Industries
companies including deemed IFSC Limited Limited
public companies 2. Amrapali Industries 2. Amrapali Capital And
Limited Finance Services limited

Memberships / - - Member-2
Chairmanships of Chairman-.2
committees of public
companies**
Inter-se Relationship with Brother of Mr. Yashwant Brother of Mr. Rashmikant -
other Directors. Amratlal Thakkar Amratlal Thakkar
**Includes only Audit Committee and Stakeholders’ Relationship Committee

<<Page 94>>
 EXPLANATORY STATEMENT
(Pursuant to Section 102 (1) of the Companies Act, 2013 and Secretary Standard 2 on General Meetings)
ITEM NO. 03 TO APPOINT STATUTORY AUDITOR AND TO FIX THEIR REMUNERATION: ORDINARY
RESOLUTION.
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. 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.
M/s. Raichura & Co., Chartered Accountants, Jamnagar (Firm’s Registration No. 0126105W), have tendered their resignation
from the position of Statutory Auditors due to Non-convenience in monetary terms resulting into a casual vacancy in the office of
Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 (“Act”). Casual vacancy caused by
the resignation of auditors can only be filled up by the Company in general meeting. The Board of Directors of the Company (‘the
Board’), on the recommendation of the Audit Committee (‘the Committee’), recommended for the approval of the Members, the
appointment of M/s. B.B. Gusani & Associates., Chartered Accountants, Jamnagar (Firm Registration No. 140785W) as the
Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Raichura & Co., Chartered
Accountants, Jamnagar (Firm’s Registration No. 0126105W.

M/s. B.B. Gusani & Associates., Chartered Accountants, Jamnagar (Firm Registration No. 140785W) have conveyed their consent
to be appointed as the Statutory Auditors of the Company along with a certificate that the appointment, if made, shall be in
accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received.
Additional information about Statutory Auditors pursuant to Regulation 36(5) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are provided below:-
Terms of Appointment Appointment of M/s. B.B. Gusani & Associates. Chartered
Accountant, Jamnagar (FRN: 140785W), as the Statutory
Auditors of the Company for a period of five years from the
conclusion of this AGM till the conclusion of the 39th AGM
Proposed Audit fees payable to Auditor and material Remuneration as may be determined by the Audit Committee
change in fee payable 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. Further there will be no material change in fee
payable to previous auditor and current auditor.

Basis of recommendation and Auditor credentials M/s. B.B.Gusani & Associates is the Proprietary Concern of
CA Bhargav Bharatbhai Gussani. Bhargav Bharatbhai
Gussani is an Associate Chartered Accountant &
Bachelorette in Commerce. Bhargav Bharatbhai Gussani
holds 13 Years of experience. M/s. B.B.Gusani & Associates
Providing Services Like accounting offering professional
services in areas of audit, Income tax and GST, services,
Service tax, Appeal & submission. M/s. B.B.Gusani &
Associates providing versatile services to their esteemed
clients from the services for setting up of Business to
Compliance with Governmental Authorities and Internal &
System Audit services also.
None of the Directors or Key Managerial Personnel of the Company including their relatives is interested or concerned in the
Resolution.

The Board of Directors recommends passing of the resolution as set out item no. 3 of this Notice as Ordinary Resolution.

Page 95
ITEM NO.04 APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS.
Pursuant to the provision of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR”), all material related party transactions shall require the approval of the shareholders.
Accordingly, the approval of the shareholders by way of an Ordinary Resolution is sought under Regulation 23 of LODR for
arrangements/ transactions/ contracts to be entered into with Related Parties in one or more tranches. The particulars of the Related
Party Transactions for which approval/ratification of the Members is sought, are as follows:
Details of Related Party Transactions/ Arrangements/ Contracts per Financial Year
Sr. Name of Nature of Maximum Value of Transaction per
Type of Transaction(s)
No. Related Party Relationship Financial Year*
1. Mr. Yashwant Chairman and Receipt of Unsecured Loan from him Up to Rs. 5,000 Crore individually or in
Amratlal Managing and payment of Interest thereon aggregate and payment of interest thereon
Thakkar Director not exceeding the Bank Rate or 8.00%,
whichever is higher
2. Mr. Rashmikant Director Receipt of Unsecured Loan from him Up to Rs. 5,000 Crore individually or in
Amratlal and payment of Interest thereon aggregate and payment of interest thereon
Thakkar not exceeding the Bank Rate or 8.00%,
whichever is higher
Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out in Item No. 4 of the accompanying
Notice. This resolution enables the Board of Directors of the Company to approve related party transactions, as may be required by
the Company, from time to time.
Moreover, by the proposed resolution, approval of the members is also sought for the material related party arrangements/
transactions/ contracts for financial years 2022-23 with the related party.
The aforesaid related party transactions do not fall under the purview of Section 188 of the Companies Act, 2013. However, the same
are covered by Ind AS - 24 and hence, the approval of the members is sought by way of Ordinary resolution under Regulation 23 of
the Listing Regulations.
Except Mr. Yashwant Thakkar and Mr. Rashmikant Thakkar and their relatives, none of the Director(s), Manager(s) and Key
Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution, except to the extent of
their equity shareholdings in the Company.
All entities falling under definition of related party shall abstain from voting irrespective of whether the entity is party to the
particular transaction or not.

ITEM NO. 05 & 06

INCREASE IN THE BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C) OF COMPANIES ACT,
2013.
&
CREATION OF SECURITIES ON THE PROPERTIES OF THE COMPANY UNDER SECTION 180(1)(A)OF
COMPANIES ACT, 2013.

As per Section 180(1)(c) of the Companies Act, 2013 the Board of Directors shall not borrow money in excess of the Company’s
paid-up share capital and free reserves, apart from temporary loans obtained from the Company’s Bankers, etc. in the ordinary course
of business, except with the approval of the Company accorded by a Special Resolution.

The Company borrows funds from the Banks and Financial Institutions for its business and considering the growth of the business, the
Board is of the opinion that the Company may require to borrow additional funds for both organic and inorganic growth. In view of
the requirements of the increased borrowings requirement in future and to comply with the requirements of section 180(1)(c) or other
applicable provisions of the Companies Act, 2013, the members of the Company shall pass a Special Resolution as set out at item No.
5 of the Notice convening the Annual General Meeting , to enable the Board of Directors to borrow in excess of the aggregate of the
paid-up share capital and free reserves of the Company. Approval of the members is being sought to borrow the money up to Rs. 300
Crores (Rupees Three Hundred Crores only) in excess of the aggregate of the paid-up share capital and free reserves of the Company,
apart from temporary loans obtained from the Company’s Bankers, etc. in the ordinary course of business.

Further, as per Section 180(1)(a) of the Companies Act, 2013, the Board of Directors shall not sell, lease or otherwise dispose of the
whole or substantially whole of the undertaking of the company. In view of the resolution relating to borrowing powers stated in Item
No. 5, the Company might be required to create charges over its assets, properties and licenses by way of hypothecation, mortgage,
lien, pledge etc. in favor of its lenders (up to the limits approved under Section 180(1)(c) of the Companies Act, 2013), for the
purposes of securing the loan/credit facilities extended by them to the Company. Further, upon occurrence of default under the
relevant Loan/facility agreements and other documents as may be executed by the Company with the lenders, the lenders would have
certain rights in respect of the Company's assets, properties and licenses including the rights of sale/disposal thereof, creation of
charge/s as aforesaid and enforcement of assets by the Company's lenders upon occurrence of default would amount to a sale/disposal

Page 96
of the whole or substantially the whole of the undertaking of the Company, pursuant to the provisions of Section 180(1)(a) of the
Companies Act, 2013.
It is, therefore, necessary for the members to pass a Special Resolution under Section 180 (1)(c) & (1)(a) and other applicable
provisions of the Companies Act, 2013, as set out at Item No. 5 and 6 of this Notice convening the Annual General Meeting, to enable
to the Board of Directors to borrow money and create charges/mortgages to secure the borrowings as mentioned in Item No. 5 and 6
of this Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or
otherwise, in the resolution set out at Item No. 5 & 6.

ITEM NO. 07 TO APPROVE PAYMENT OF REMUNERATION PAYABLE TO MR. YASHWANT AMRATLAL

THAKKAR (DIN: 00071126), CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY FOR HIS REMAINING
TERM:– SPECIAL RESOLUTION

Mr. Yashwant Amratlal Thakkar was appointed as Chairman & Managing Director for a period of 5 years w.e.f October 01, 2019 in
the Annual General Meeting held on September 27, 2019. Mr. Yashwant Amratlal Thakkar was appointed under Schedule V of
Companies Act, 2013, therefore approval of Shareholders was sought for remuneration of director for 3 years upto September 26,
2022. On the recommendation of the Nomination and Remuneration Committee of the Company, the Board, in its meeting held on
August 20, 2022 has considered approval of limit of remuneration, i.e. upto Rs. 2.16 Lakh per annum with such increments as may be
decided by the Board from time to time to be paid to Mr. Yashwant Amratlal Thakkar for his remaining tenure as Managing Director.
The other terms and conditions of his appointment, as approved by the Shareholders shall remain unchanged.

The Nomination and Remuneration Committee has noted that the Company has not made any default in repayment of its dues to Banks
or Financial Institutions.

Further, as per the provisions of Section 197 the Companies Act, 2013 as amended from time and time, the minimum Remuneration
payable to Mr. Yashwant Amratlal Thakkar, in the event of loss or inadequacy of profit in any Financial Year, shall be as per the limit
set out in Section II of Part II of Scheduled V to the Companies Act, 2013 or any other applicable limits, as provided by the Central
Government in this regard, from time to time. Pursuant to Sections 196, 197, 198 and all other applicable provisions of the Act and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof for the time being in force), the remuneration payable to Mr. Yashwant Amratlal Thakkar is now being placed
before the Members for their approval by way of Special Resolution.

The relevant disclosures in terms of Schedule V to the Companies Act, 2013 is given hereunder;
GENERAL INFORMATION:

Nature of Industry:
The company is engaged mainly in Bullion Business.

Date or expected date of commencement of commercial production:

The Company is not manufacturing one and the operation of the Company were soon after its incorporation.

In case of new companies, expected date of commencement of activities as per project approved by financial institutions
appearing in the prospectus:
Not Applicable

Financial performance based on given indicators:

FINANCIAL RESULTS: (AMOUNT IN LAKH)
Particulars F.Y. 2021-22 F.Y. 2020-21
Revenue from operations 30,17,287.60 21,32,721.81
Other Income 159.07 407.82
Total Income 30,17,446.68 21,33,129.63
Operating expenditure before Finance cost, depreciation and amortization 30,16,731.56 21,31,737.89
Earnings before Finance cost, depreciation and amortization (EBITDA) 715.12 1,391.74
Less: Finance costs 571.42 884.50
Less: Depreciation and amortization expense 167.54 181.16
Profit/(Loss) before tax (23.84) 326.08
Less: Tax expense 18.19 86.42
Profit/(Loss) for the year (PAT) (42.02) 239.66

Page 97
 Foreign investments or collaborations, if any:
No collaborations has been made by the Company with any of foreign entity. Further, as at 31 March, 2022, total holding of Foreign
Shareholders was 13547 Equity Shares.

1. BRIEF DETAILS OF DIRECTOR ALONG WITH TERMS AND CONDITIONS OF REMUNERATION:

Information about Mr. Yashwant Amratlal Thakkar (DIN: 00071126):

Background Details:
Mr. Yashwant Amratlal Thakkar is 63 years old and is has more than 28 years of experience in the field of Bullion Business &
Mining. He is Director on the Board of Directors on since Incorporation of the Company. He has been guiding the Company since
three decades and has immensely contributed to the growth and diversification of the Company.

Past Remuneration:
Rs. 2.16 Lakh for the F.Y. 2021-22

Recognition of Award: None

Job Profile and his suitability:

As Managing Director of the Company, he is responsible for the management of the Company, subject to the superintendence,
guidance and control of the Board of Directors. Taking into account his previous experience and knowledge about the industry and the
nature and size of operations of the Company, he is a fit and proper person as the Managing Director of the Company.

Remuneration Proposed: Rs. 2.16 Lakh per annum with such increments as may be decided by the Board from time to time, subject
to ceiling on maximum remuneration in terms of provisions of Section II of Part II of Schedule V to the Companies Act, 2013.

Comparative Remuneration profile with respect to industry, size of the Company, profile of the position and person:
Taking into consideration the size of the Company, the profile of Mr. Yashwant Amratlal Thakkar and the industry bench marks, the
proposed revised remuneration well below in compared to the comparable Companies.

Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any:
Save and except Mr. Yashwant Thakkar (DIN 00071126) and Mr. Rashmikant Thakkar (DIN 00071144) and their relatives to the
extent their shareholding in the Company, none of the Directors and Key Managerial Personnel of the Company and their relatives is
concerned or interested, financially or otherwise, in the resolution set out at item No. 07

OTHER INFORMATION:
Reasons of loss or inadequate profits:
We are working as per industry standards. The profit margin is low in commodity segment. The remuneration to be given is decided
based on industry standards, looking to their profile the remuneration is justified.
Steps taken or proposed to be taken for improvement
The Company has initiated various steps to improve its administrative performance, including lowering its administrative costs.

Expected increase in productivity and profits in measurable terms:

The management continues to be optimistic towards the external economic environment and become more consistent and robust in the
current financial year. Further, various policy decisions taken would act as growth channel for the Company which would contribute
in increased revenues and higher margins.

In compliance with the provisions of Sections 196, 197, 198 and other applicable provisions of the Act, read with Schedule V to the
Act, the ratification of remuneration specified above for the remaining tenure as Managing Director to Mr. Yashwant Amratlal
Thakkar (DIN: 00071126) is now being placed before the Members for their approval. The Board of Directors recommends the
Special Resolution at Item No. 04 of the accompanying Notice for approval by the Members of the Company.

Except Mr. Yashwant Amratlal Thakkar (DIN: 00071126) himself and his relatives to the extent of their shareholding in the Company
if any,

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

The statement of additional information required to be disclosed as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard II issued by ICSI is Annexure to Notice of
34th Annual General Meeting.

The Board of Directors is of the view that the remuneration payable to Mr. Yashwant Amratlal Thakkar (DIN: 00071126) is
commensurate with his abilities and experience and accordingly recommends the Special Resolution of the accompanying Notice for
approval by the Members of the Company.

Page 98
All the Directors of the Company and their relatives to the extent their shareholding in the Company are interested, in the resolution.

Members may note that in terms of Section 190 of the Companies Act, 2013, no formal contract of service with Mr. Yashwant
Amratlal Thakkar (DIN: 00071126) will be executed and this resolution along with its explanatory statement be considered as
Memorandum setting out terms and conditions of remuneration of Mr. Yashwant Amratlal Thakkar (DIN: 00071126) as Managing
Director of the Company.

ITEM NO. 08 RE-APPOINTMENT OF MRS. URSHITA MITTALBHAI PATEL (DIN: 07891320) AS NON-EXECUTIVE
INDEPENDENT DIRECTOR OF THE COMPANY.

Mrs. Urshita Mittalbhai Patel (DIN: 07891320) was appointed as an Independent Director on the Board of the Company pursuant to
the provisions of Section 149 of the Companies Act, 2013 (“Act”) and rules made thereunder. she holds office as an Independent
Director of the Company upto July 26, 2022.

The Nomination and Remuneration Committee, on the basis of the report of performance evaluation of Independent Directors has
recommended the reappointment of Mrs. Urshita Mittalbhai Patel (DIN: 07891320) as an Independent Director for a second term of
five years upto July 25, 2027.

The Board, based on the performance evaluation of Independent Directors and as per the recommendation of Nomination and
Remuneration Committee considers that given the background and experience and contributions made by of Mrs. Urshita Mittalbhai
Patel during her tenure, the continued association of Mrs. Urshita Mittalbhai Patel would be beneficial to the Company and it is
desirable to continue availing her services as an Independent Director.

Accordingly, it is proposed to re-appoint Mrs. Urshita Mittalbhai Patel as an Independent Director of the Company, not liable to retire
by rotation and to hold office for a second term of five years on the Board of the Company. Section 149 of the Act prescribes that an
independent director of a Company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10)
of the Act provides further that an Independent Director shall hold office for a term of up to five consecutive years on the Board and
shall be eligible for re-appointment on passing a special resolution by the Company and disclosure of such appointment in its Board’s
report. Section 149(11) of the Act provides that an Independent Director may hold office for up to two consecutive terms.

Mrs. Urshita Mittalbhai Patel is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her
consent to act as Director.

The Company has received notice in writing from a shareholder under Section 160 of the Act proposing the candidature of Mrs.
Urshita Mittalbhai Patel for the office of Independent Director of the Company. The Company has also received a declaration from
Mrs. Urshita Mittalbhai Patel that she meets the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation
16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
In the opinion of the Board, Mrs. Urshita Mittalbhai Patel fulfils the conditions for appointment as Independent Director as specified
in the Act.
Copy of the draft letter for re-appointment of Mrs. Urshita Mittalbhai Patel as an Independent Director (Non- Executive) setting out
terms and conditions would be available for inspection in electronic mode.
Brief Profile and other details of Mrs. Urshita Mittalbhai Patel are provided in annexure to the Notice pursuant to the provision of
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard on General Meetings (“SS-2”),
issued by the Institute of Company Secretaries of India.
The Board recommends the said resolution for your approval.

Mrs. Urshita Mittalbhai Patel is deemed to be interested in the said resolution as it relates to her re-appointment.

None of other the Directors, Key Managerial Personnel of the Company and their respective relatives, are in any way, concerned or
interested, financially or otherwise, in the proposed Special Resolution.

The Board recommends the resolution set forth in Item no. 08 for the approval of the members.

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