Directors Report of Amrapali Industries Ltd.

Mar 31, 2015

Dear Shareholders,

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

Financial Highlights (Rs. In Lakh)

Particulars 2014-15 2013-14

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

Profit on forward Transaction 537.25 (53.62)

Other Income 834.80 440.56

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

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

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

Less: Depreciation 280.54 60.69

Interest 201.07 174.71

Add :Exception Item 146.62 0.00

Profit Before Tax 216.42 48.82

Less: Current Tax 45.00 15.08

Short provision relating to prior years (3.17) 0.00

Deferred tax liability 127.90 0.00

Profit after Tax 46.69 33.74

REVIEW OF BUSINESS OPERATION

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

DIVIDEND

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

NET PROFIT TRANSFER TO RESERVE

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

INFORMATION ON BOARD OF DIRECTOR, COMMITTEE AND ITS MEETINGS:

Composition

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

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

Board Meetings

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

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

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

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

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

- Audit Committee

- Stakeholders' Grievances and Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

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

Appointment, Re-appointment and Resignation of Directors

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

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

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

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Declaration by Independent Directors

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

Training of Independent Directors

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

Details of Key Managerial Personnel

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

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

Nomination and Remuneration Policy

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

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

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

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

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

The Company's philosophy is to align Director, KMP and Senior Management Personnel with adequate compensation so that the compensation is used as a strategic tool that helps Company to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary. The remuneration paid by the Company is within the salary scale approved by the Board and Shareholders.

Board Evaluation

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

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

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

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

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

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

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

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

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

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

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2015 in Form MGT-9, forms part of this Annual Report as Annexure- "A".

PARTICULAR OF EMPLOYEES

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

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under section 134[3][m] of the Companies Act 2013 read with the Companies [Accounts] Rules, 2014, are not applicable to our Company, as our Company is not carrying on any manufacturing activities.

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. March 31, 2015 and the date of Director's Report i.e. August 28, 2015.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES

During the year under review the employee attrition was minimal. The management continues its efforts in imparting professional training to Executives and Staff members at various levels with the view to upgrade their competence and managerial abilities. The Industrial relations in the company continued to be cordial in the year 2014-15.

BUSINESS RISK MANAGEMENT

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS [MDA]

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

AUDITORS

Statutory Auditor & their report

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

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

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

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

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

The final hearing and order of the company of Hon'ble Settlement Commission u/s. 245D(4) of the Income-tax Act, 1961 is pending. On getting the final order from the Income-tax authority the net additional income of shown in the "Reserves & Surplus" and taxes with interest paid on net additional income will be adjusted in the profit and loss account of the company.

Secretarial Auditor & their report

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Anand S. Lavingia, Practicing Company Secretary to carry out the Secretarial Audit for the financial year ended on March 31, 2015. Secretarial Audit Report is attached to this report as Annexure–"C".

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

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134(3) (c) of the Act, your Directors state that:

I. in the preparation of the annual financial statements for the year ended on March 31, 2015, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

II. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date,

III. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

IV. the annual financial statements are prepared on a going concern basis,

V. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

VI. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. Details of Subsidiary, Associates and Joint Venture Company.

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

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered Office By Order of the Board

19/20/21 For, Amrapali Industries Limited

Third Floor, Narayan Chambers,

B/h Patang Hotel,

Ashram Road,

Ahmedabad –380 009 Yashwant Thakkar Rashmikant Thakkar

Managing Director Director

Place:Ahmedabad DIN: 00071126 DIN: 00071144

Date: August 28, 2015

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Mar 31, 2014

Dear Members,

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

1. FINANCIAL RESULTS

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

(Rs. In Lacs)

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

Other Income 280.91 446.84

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

Operating Profits (PBDIT) 284.22 750.10

Less: Depreciation 60.69 64.52

Interest 174.71 644.58

Profit Before Tax & Exceptional Items 48.82 41.00

Less: Exceptional Items 0.00 0.00

Current Tax 15.08 12.88

Profit after Tax 33.73 28.12

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

Profit available for appropriation 33.73 28.12

Appropriation to: 173.48 139.75

Transfer to General Reserve

2. DIVIDEND

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

3. REVIEW OF BUSINESS OPERATION

During the year under review, your company has registered the turnover of Rs. 7,23,255.66 Lacs against the turnover of Rs. 7,03,578.89 Lacs of previous year. The overall increase in cost is due to increase in the number of employees, increase in assets and increase in purchase of traded goods. Further the interest expense had decreased to Rs. 174.71 against Rs. 644.58 Lacs which had considerably impacted over the profit of the Company. The Profit before Tax for the current year is Rs.48.82 Lacs as against Rs. 41.00 Lacs of previous year.

4. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as a separate section.

5. DIRECTORS

During the year under review, Mr. Rashmikant A. Thakkar is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have proposed for re-appointment.

Brief resumes of the director being reappointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting. The Board recommends their re-appointment.

6. AUDITORS AND AUDITORS'' REPORT:

M/s. MehulThakker& Co., Chartered Accountants, Ahmedabad and M/s. V J Amin & Co, Chartered Accountants, Baroda, Statutory Auditors of the Company, holds office until the conclusion of the Twenty Ninth (29th) Annual General Meeting and Thirty First (31st) Annual General Meeting respectively subject to ratification of the appointment by the members at every AGM held after this AGM.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the companies act, 1956, the Board of Directors of the company hereby state and confirm that:-

a. In the preparation of the annual accounts, the applicable accounting Standards had been followed along with proper explanation relating to material Departures.

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors had prepared the account on going on concern basis.

PARTICULARS OF THE EMPLOYEES

The Company had not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earnings on account of the operation of the Company during the year were Rs. Nil. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, AMRAPALI INDUSTRIES LIMITED Place : Ahmedabad (YASHVANT THAKKAR) Date : September 1, 2014 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

The Directors have the pleasure of presenting the Twenty Fifth Annual Report of your Company together with the audited accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

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

(Rs. in Lacs)

Particulars 2012-13 2011-12

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

Other Income 446.84 97.78

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

Operating Profits (PBDIT) 750.10 248.15

Less: Depreciation 64.52 57.82

Interest 644.58 165.69

Profit Before Tax & Exceptional Items 41.00 24.64

Less: Exceptional Items

Current Tax 12.88 0.00

Profit after Tax

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

Profit available for appropriation 28.12 24.64

Appropriation to: 139.75 111.63

- Transfer to General Reserve

2. DIVIDEND:

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

3. REVIEW OF BUSINESS OPERATION

During the year under review, your company has registered the turnover of Rs. 7,04,025.73 Lacs against the turnover of Rs. 4,71,156.75 Lacs of previous year. The overall increase in cost is due to increase in the number of employees, increase in assets and increase in purchase of traded goods. Further the interest expense had also increased to Rs. 644.58 against Rs. 165.69 Lacs which had considerably impacted over the profit of the Company. The Profit before Tax for the current year is Rs.41.00 Lacs as against Rs.24.64 Lacs of previous year.

4. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance and a certificate from the Statutory Auditors of the Company confirming compliance of the same has been included in the Annual Report as a separate section F0R, aWI

5. DIRECTORS

During the year under review, Mayur Rajendrabhai Parikh are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have been proposed for re- appointment.

Brief resumes of the directors being reappointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting. The Board recommends their reappointments.

6. AUDITORS AND AUDITORS'' REPORT:

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

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the companies act, 1956, the Board of Directors of the company hereby state and confirm that:-

(a) In the preparation of the annual accounts, the applicable accounting Standards had been followed along with proper explanation relating to material Departures.

(b)The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The directors had prepared the account on going on concern basis.

PARTICULARS OF THE EMPLOYEES

The Company had not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, no information is required to be appended to this report in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(l)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

For, AMRAPALI INDUSTRIES LIMITED

PLACE: AHMEDABAD (YASHWANT THAKKAR)

Date: 05.09.2013 CHAIRMAN & M.D.

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Mar 31, 2012

Dear Shareholders,

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

OPERATIONS REVIEW:

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

DIVIDEND:

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

FIXED DEPOSIT:

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

DIRECTORS:

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

AUDITORS AND AUDITORS'' REPORT:

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

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE REPORT:

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities.

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.



For and on Behalf of the Board

For, AMRAPALI INDUSTRIES LIMITED

PLACE: AHMEDABAD

DATE: 15.07.2012

(YASHWANT THAKKAR)

CHAIRMAN

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Mar 31, 2010

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

1. FINANCIAL RESULTS :

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

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

2. DIVIDEND :

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

3. FINANCIAL HIGHLIGHTS

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

4. AMALGAMATION

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

5. PUBLIC DEPOSIT

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

6. DIRECTORS :

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

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

The Directors confirm that

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

* Such accounting policies have been selected and consistently applied and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

Annual accounts has been prepared on a going concern basis.

8. CORPORATE GOVERNANCE

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

A detailed report on this subject forms part of this report

9. AUDITORS & AUDITORS REPORT :

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

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

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

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

11. PARTICULARS REGARDING EMPLOYEES :

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

12. ACKNOWLEDGEMENTS :

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

By order of the Board Amrapali Industries Limited

Place: Ahmedabad Date: 06.07.2010 Yashwant Thakkar Chairman

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Mar 31, 2009

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

FINANCIAL RESULTS :

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

Sales and Other Income 191487.17 32310.05

Profit / (Loss) Before Interest & Depreciation 50.02 243.11

Finance Charges 0.00 0.00

Profit / (Loss) Before Depreciation 50.02 243.11

Depreciation 24.36 27.79

Profit/(Loss) Before Tax 25.66 215.32

Provision for Tax 8.45 5.08

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

Adjustments of earlier years (Net) 0.00 0.73

Balance Transferred to B/S 42.40 -168.56

Paid up Equity Shares Capital 500.00 500.00

Reserves Excluding Revaluation Reserve 59.61 42.40

DIVIDEND :

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

FINANCIAL HIGHLIGHTS

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

AMALGAMATION

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

INDUSTRY OVERVIEW AND DEVELOPMENTS:

World Economy:

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

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

OUTLOOK, OPPORTUNITIES AND THREATS:

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

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

RISK PERCEPTION & MANAGEMENT:

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

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

INTERNAL CONTROLS & THEIR ADEQUACY:

INTERNAL AUDIT & INSPECTION:

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

HUMAN RESOURCES:

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

CAUTIONARY STATEMENT:

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

Certain statements in this section relating to estimates, projections and expectations may be forward looking within the meaning of applicable laws and regulations. The actual results could differ materially from what the directors envisage in terms of the future performance and outlook.

PUBLIC DEPOSITS :

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

DIRECTORS :

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

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

The Directors confirm that

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

- Such accounting policies have been selected and consistently applied and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009 and of the profit of the Company for the year ended on that date;

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

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

CORPORATE GOVERNANCE

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

AUDITORS & AUDITORS REPORT :

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

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

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

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

SUBSIDIARY COMPANY

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

PARTICULARS REGARDING EMPLOYEES :

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

ACKNOWLEDGEMENTS :

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

For and on behalf of the Board of Director

Place : Ahmedabad Yashwant Thakkar Date :07.07.2009 Chairman