Management Discussion & Analysis
The directors take pleasure in presenting their 32nd Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements(standalone and Consolidated) for the financial year ended 31st March 2017.
I. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2017 issummarized below:
|Particulars || |
| ||F.Y. 2016-17 ||F.Y. 2015-16 ||F.Y. 2016-17 |
|Total Revenue ||2456.68 ||3249.82 ||2456.68 |
|Total Expenditure ||2412.34 ||3201.04 ||2413.16 |
|Profit/Loss before tax Exceptional and Extra Ordinary Item ||44.35 ||48.78 ||43.52 |
|Exceptional and Extraordinary Item ||0 ||0 ||0 |
|Profit/ Loss before Tax ||44.35 ||4878 ||43.52 |
|Tax ||0 ||0 ||0 |
|Profit/Loss carried to the Balance Sheet ||44.35 ||48.78 ||43.52 |
|Earning Per Share (in Rs) ||1.68 ||1.85 ||1.65 |
2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE
Asia Pack Limited is engaged in the trade of paper duplex and packing relatedproducts in India. The company operates through two segments. Trading and Real Estate. Itis also involved in real estate activities; and provides advisory and consultancysolutions. The Company is concentrating on the main business activity i.e the business ofpaper and packaging.
3. DIVIDEND & RESERVE
Your Company has decided to not to distribute the profit among the shareholders andutilize the same to promote the business activity of the Company. During the year underthe review the company has not transferred any amount to the General Reserve
4. PUBLIC DEPOSIT
During the year under review your Company has not accepted any fixed deposits from thepublic.
5. TRANSFER TO RESERVES
The Board of Directors doesn't propose to transfer any amount to General Reserve forthe financial year ended 31st March 2017.
6. CHANGE IN CAPITAL STRUCTURE
During the year under review there is no change in the capital structure of theCompany.
7. CHANGE IN THE NATURE OF BUSINESS:
There is no change in nature of business of the Company during the year under review.
8. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 & Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ["Listing Regulations"] is given separately andforming part of this Report.
9. REPORT ON THE CORPORATE GOVERNANCE
The Report on Corporate Governance along with a certificate from M/s. B.L Harawat &Associates Company Secretaries (CP No. 3326) confirming compliance with the conditions ofCorporate
Governance as stipulated under Schedule V of the Listing Regulations forms part of thisreport.
10. FINANCIAL STATEMENTS
The Audited Standalone and Consolidated Financial Statements of the Company provided inthe Annual Report are prepared in accordance with the Act under Ind As.
11. SUBSIDIARY COMPANY JOINT VENTURE AND ASSOCIATE COMPANY
The Company has one wholly owned subsidiary Company namely RhyahTradex Private Limited.During the Financial year 2017-18 APL has sold its 100% stake in its wholly ownedsubsidiary since the Company was not doing any active business and there are no associatecompanies or joint venture companies within the meaning of section 2(6) of the CompaniesAct 2013 ("Act").. During the year under review the Company has preparedconsolidated financial statements which form part of this Annual Report. A separatestatement containing salient features of the financial statements of the Company'ssubsidiary in prescribed format AOC-1 is annexed as Annexure I to this report. Thestatement also provides financial performance of the subsidiary. During the financial year2016-17 the Subsidiary Company registered Profit After Tax (PAT) amounting to Rs(82393).
The Board adopted a policy for determining material subsidiaries and the same isavailable on Company's website i.e http://asiapackltd.com/Content/UPLOADED/mediaQ921700131.pdf.
12. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and in compliance withthe applicable provisions of the act and the regulations.
There are no material significant related party transactions entered into by theCompany with Promoters Directors Key Managerial Personnel or other designated personsand their relatives which may have a potential conflict with the interest of the Companyat large. Particulars of contracts or arrangements with related parlies referred toSection 188(1) of the Act in the form AOC-2 is annexed herewith as Annexure I! to thisreport.
All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted along with a statement giving details of all related party transactions is placedbefore the Audit Committee/ Board on quarterly basis.
The Board adopted a policy on related party transactions and the same is available onCompany"s website i.e. http://asiapackltd.eom/Content/UPLOADED/media0921700102.pdfrelated-party-transaction-policy.pdf.
13. KEY MANAGMENT PERSONNEL (KMP)
In compliance with the provisions of Section 203 of the Companies Act 2013 thefollowing Executive Directors and Senior Officials of the Company are designated as theKey Managerial Personnel of the Company:
1. Mr. Revent Purbia:- Chief Financial officer (CFO)
2. Mr. Jitendra PurohitChief Executive officer (CEO)
3. Mr.Ashok Ranjan Mishra:- Company Secretary(CS)
Further to state that there has been no change in the Key Managerial Personnel duringthe year under review..
14. Director Liable to retire by rotation
During the year under review there has be no change in the board of directors of thecompany.:
Mr. Revant Purbia Executive Director of the Company Liable to retire by rotationretires at this annual general meeting Necessary resolutions for his appointment/re-appointment has been incorporated in the notice convening the ensuing Annual GeneralMeeting. As required under the regulations the relevant details of directors retiring byrotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished asAnnexure A to the notice of AGM.
15. BOARD EVALUATION
Pursuant to the provisions of the act the Board of Directors has carried out an annualperformance evaluation of its own performance board committees and individual directors.The performance of the Board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes manner of conducting the meetings value addition of theBoard members and corporate governance etc. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board oflndia on 5lh January2017.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the Board and committee meetings like attendance of the directors in themeetings their contribution & inputs qualification and expertise etc.
16. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy containing criteria for determiningqualifications positive attributes independence of a director and policy relating toremuneration for the Directors Key Managerial Personnel and Senior Management personnelof the Company are disclosed in the Corporate Governance Report forming part of thisreport
17. DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Act your directors state and confirm that:
a) in the preparation of the annual accounts for the year ended 31al March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that arc reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31" March 2017 and of theprofit of the Company for the year ended 31sl March 2017;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a 'going concern' basis;
e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and arc operatingeffectively; and
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
18. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including the adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The audit committee of the Board of Directors and the internal auditors reviews theadequacy and effectiveness of the internal control system and suggest the improvements tostrengthen the same. During the period under review such controls were tested and noreportable weakness in their working has been discovered.
19. Audit Committee
The composition of the Audit Committee is provided in the Corporate Governance Reportforming part of this report.
20. AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
M/s Vinod Singhal & Co. Chartered Accountants (FRN 005826C) the Statutory Auditorof the Company were appointed at 31 " Annual General Meeting (AGM) of the Companyheld on 11h August 2016 for a period of one year to hold the office upto thenext AGM. Their term expires at the ensuing AGM..
Further in accordance with the provisions of Section 139 of the act read with rulesmade there under they are eligible for the appointment for one more term. In view ofabove requirements M/s Vinod Singhal & Co. Chartered Accountants would be eligibleto be reappointed as Statutory Auditor of the Company and accordingly the Board ofDirectors pursuant to recommendations of the Audit Committee has recommended theappointment of M/s Vinod Singhal & Co Chartered Accountants (FRN 005826 C) asStatutory Auditor to the Shareholders for a period of five years from the conclusion of32nd Annual General Meeting (AGM) till the conclusion of 37<hAGM subject to yearly ratification by the members at every AGM. The Company received acertificate from M/s. Vinod Singhal & Co. Chartered Accountants (FRN 005826C) to theeffect that their appointment if made would be in accordance with the provisions ofSection 141 of the act. Necessary resolution regarding the appointment of StatutoryAuditors for the approval of the members of the Company has been taken in the noticeconvening 32nd AGM of the Company.
The Auditors" Report for the financial year 2016-17 does not contain anyreservation qualification or adverse remark. Information referred in Auditors"Report are self-explanatory and don"t call for any further comments.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Act and rules made there under M/s.B.LHarawat & Associates Company Secretaries in Practice Udaipur (CP No:- 3326) wasappointed as Secretarial Auditor to conduct the secretarial audit of the Company for thefinancial year 2016-17.
An Audit Report issued in form MR-3 by M s.B.L Harawat & Associates CompanySecretaries in Practice. Udaipur in respect of the secretarial audit of the Company forthe financial year ended 3 Is'March 2017 is attached as Annexure III to thisReport. The report doesn"t contain any reservation quoitac iian or adverse mark.
The Board has re-appointed M/s. B.I. Harawat & Associates Company Secretaries inPractice Udaipur as Secretarial Auditor of the Company to carry out Secretarial Audit ofthe Company for the n ancial year 2017 -18
(c) Internal Auditor
As per Section 138 of Companies Act. 2013 read with Companies (Accounts) Rules 2014every Listed Company is required to appoint Internal Auditor to carry out Internal Auditof the Company. In consonance with the requirements of Section 13ft of the Compani cs Act2013 and rules made there under M/s Abhishek Gelra & Associates.Chartered Accountants Rajsamand having Finn Registration No:- FRN 021265C was appointedto conduct the internal audit of the Compary for the n ancial year 2016 -17. No majorinternal audit observations were observed during the period under review.
21. RISK MANAGEMENT POLICY
Risk Management Policy is mandatory applicable to top 500 companies hence the companyis not required to have the Risk Management Committee However the Company has its ownprocedure for identifying the various business risks and seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company"scompetitive advantage. The risk management system ednes the risk management approachacross the enterprise at various levels including documentation and reporting.
12. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company established a Whistle Blower Policy to deal with the cases of unethicalbehavior in all its business activities fraud mismanagement and violation of Code ofConduct of the Company. The policy provides systematic mechanism to report the concernsand adequate safeguards against the victimization if any. The policy is available on thewebsite of the Company i.e. http-.// asiapackltd.com/Content/UPLOADHD/media 091700105.pdf
During the year no whistle blower event was reported and mechanism is functioningwell. No personnel has been denied access to the Audit Committee.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not have any de den Corporate Social Responsibility Policy as therequirement is not applicable to it however it is very well aware of its responsibilitytoward the society and community at large and operates its activity keeping the same inmind..
24. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The particulars of loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are given in the Notes to the Financial Statement.
During the year under review your Company has not accepted anyex d deposits from thepublic.
26. EXTRACT OF ANNUAL RETURN
The. extract of Annual Return in Form MGT-9 for the nan cial year ended 3 Is*March 2017 is given as Annexure IV to this report.
27. PARTICULARS OF EMPLOYEES
The ratio of remuneration of each Director to the median employees'remuneration andother details in terms of Section 197(12) of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided as AnnexureV forming part of this report. The statement containing particulars of employees asrequired under Seclion 197(12) of the Act read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided uponrequest by any member of the Company. However in pursuance ol'Section 136 of the Act.this report is being sem lo all shareholders of the Company excluding the aforesaidinformation and the said particulars arc made available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary at the Registco ecfifO derf the Company
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"was notified on 9s1 December 2013. Under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
In terms of the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the Company adopted a policy forprevention of Sexual Harassment of Women at workplace and also set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee. During the financial year ended 31" March 2017 the Companydid not receive any compliant and no compliant was pending at beginning and at the end ofthe year.
31. CAUTIONARY STATEMENT:
Statements in this Directors' Report & Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be forward-looking statements within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
Your Company has completed 31 eventful years of its existence in this Country. Very fewbrands continue to remain relevant and become iconic over such a long passage of timeYour Directors are proud of this rich heritage and thank all our stakeholders who havecontributed to the success of your Company.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels. Your Directors also wish to thank its customers dealersagents suppliers investors and bankers for their continued support and faith reposed inthe Company.
| || ||By Order of the Board of Directors |
| || ||For Asia Pack Limited |
| ||Prakash Chandra Purohit ||Revant Purbia |
|Date: 01s1 August 2017 ||Director ||Director |
|Place: Nathdwara ||DIN:01383197 ||DIN:02423236 |