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Asian Food Products Ltd.

BSE: 507530 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Asian Food Products Ltd. (ASIANFOODPROD) - Director Report

Company director report

To

The Members

ASIAN FOOD PRODUCTS LIMITED.

NASHIK.

Your Directors have pleasure in placing before you Forty Ninth Annual Report of theCompany together with the audited statement of accounts for the period ended as on 31stMarch 2017.

1. FINANCIAL STATEMENT

During the year company has not carried business operations.

2. DIVIDEND

Your Board do not recommend any dividend for the year.

3. INSURANCE

As there is no tangible / intangible assets in the company there is no requirement toinsure the same.

4. OPERATIONS AND PROSPECTS

Under the banner of Asian Food Products Ltd. it is intended to take up agro baseindustries and plantation as its main operations. It is also intended to suitably expandthese activities wherever they have been started initially.

5. SHARE CAPITAL

During the year there was no increase in the Authorized and paid up capital.

6. FIXED DEPOSITS

During the year The Company has not accepted any deposits.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the Financial Year 2016-2017 The Company has not provided any loan or has givenany guarantee or investments.

fi. MERGER AND AMALGAMATION

No merger and amalgamation took place during the financial year.

9. MATERIAL CHANGES

No material changes occurred during the year.

10. INTERNAL CONTROL SYSTEM

Company has no business operations except investment in land it does not requireinternal control system.

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

According to section 135 of the Companies Act 2013 the company in the Financial Year2016-2017 has not earned profit hence company can not make any expenses as corporatesocial responsibility expenses.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

During the year there were no activities in the company hence there is nothing toreport about conservation of energy & technology absorption.There is no foreignexchange earning and outgo.

13. DIRECTORS

Mrs. Gauri A. Thakker Director of your company will retire at the ensuaring annualgeneral meeting and notices in writing signifying their intention to offer theircandidature as a director of the company has been received. The resolution for the purposeis proposed to be passed at the ensuring Annual General Meeting .

Details of Director seeking for reappointment

Sr. No. Particulars 1
1. Name Thakker Gauri A.
2. ?N 07162574
3. Date of Birth 16/05/1987
4. Date of Appointment 26/05/2015
5. Expertise in area Management ^Activities & Financial Activies & Construction Activities
6. Directorship in other public Ltd.Co. -
7. Membership of Committee 1
8. No. of Shares held in the co. NIL

The company has received declaration from independent directors of the companyconfirming that they meet with the criteria of independence as prescribed both u/s 149{6)of the Companies Act2013 and according to SEBI(LODR) Regulations 2015.

14. AUDITORS AND AUDITORS'REPORT

M/s. Govilkar & Associates Chartered Accountants Firm registration No. 119099Wthe existing Statutory Auditor have been in the office for more than ten years and incompliance with the provisions of Act the audit committee and Board of Directors of theCompany recommended the appointment of M/s. S. R. Rahalkar and Associates CharteredAccountants ICAI Registration Number 108283W as the Statutory Auditor of the Company inthe place of existing Statutory Auditor to hold the office from the conclusion of thisAnnual General Meeting until the conclusion of next Annual General Meeting.

The new Auditor s have confirmed their eligibility to the effect that theirappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for appointment.

The Auditor's report to the shareholders for the financial year ended March 312017does not contain any qualification observation or adverse comment.

Internal Auditors

M/s. Devendra Madane & Associates Firm Registration No. 130324W Address - FC-7& 10 Thakker BuzzT Nashik has been appointed as Internal Auditor of the company.

15. SECRETARIAL AUDIT AND REPORT.

Pursuant to section 204 of the Companies Act 2013 Mr.Ashok Surana was appointed asPractising Company Secretary to conduct the secretarial audit and the secretarial auditreport has been prepared and enclosed with this report. As per remark in the secretarialaudit report the company had given contract to placement agencies for appointing CompanySecretary however the suitable candidate was not found.

16. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year or lossof the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Com pany and for preventing and detecting fraud and other i rregu larities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

t) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

17. RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. The disclosurerelating to related party transactions has been disclosed as per point No.15 notes toaccount sub point 6 in the Balance Sheet. As referred to in sub-section (1) of section 188of the Companies Act 2013

18. SUBSIDIARYAND ASSOCIATE CONCERNS

There are none of any company as a subsidiary / associates of the company.

19. VIGIL MECHANISMS

Your company believes in promoting fair transparent ethical and professional wprkenvironment. The board of directors of the company pursuant to the provision of Sec. 177of Companies Act 2013 and SEBI (LODR) regulations 2015 has frame Whistle Blower Policyfor director and em ployees of the company for reporting the genuine concerns orgrievances or cases of actual or suspected fraud or violation of company's code of conductand enthics policy. The Whistle Blower Policy of the company is available.

20. PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act 2013 and rule 5 (2) and 5(3) of theCompanies (Appoinmentand Remuneration of Mangerial Personnel) Rules 2014 there are noemployee following under catagory. Thus no information is required to be given in thereport.

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance and Management Discussion and Analysis Report as required pursuantto SEBI (LODR) Regulations 2015 agreement is enclosed herewith.

22. EXTRACT OF ANNUAL RETURN

As per the requirement of the provisions of the Companies Act 2013 the extract ofAnnual Return-Form MGT -9 is annexed herewith forming a part of this report.

23. AUDIT COMMFTTEE

Details pertaining to composition of Audit Committee are included in the report onCorporate Goverance. All the recommendations made by Audit Committee were accepted byBoard.

24. INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholdersrequest/grievance &t the minimum. Priority is accored to address all the issues raisedby the shareholders and provide them a satisfactory reply at the earliest possible time.

25. RATIO OF REMUNERATION

As there are no employees in the company there is no requirement to mention the medianremuneration of employees to each director of the company for this financial year. Alsothe directors have waived their salaries / remuneration by giving the correspondances.

26. BUSINESS RISK MANAGEMENT

As there is no business in company there is no requirement to manage the risk. But thedirectors of the company are analysing suspected contigencies periodically.

27. PERFORMANCE EVALUATION

The Board has carried out evaluation of its own p^fSrmance. The di rectors individuallyeval uates the working of the committees of the Board during the financial year 2016-17.The structured evaluation process contained various aspects of the functioning of theBoard and its committees number of committees and their rolesfrequency of meeting levelof participation and independence of judgement performance of duties and obligations andimplementation of good corporate governance practices.

The Board expressed its satisfaction of the performance of ail the directors Board andits committees which reflected the overall engagement of the directors the Board and itscommittees with the Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The company has in place an Anti Sexual Harassment policy in line with the requirementof the Sexual Harassment of Women as Workplace (Prevention Prohibition & Redressal)Act 2013 Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

Even though there are no employees in the company the company has drafted and adoptedabove mentioned policy.

29. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The board has met five times in the current financial year

30. ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to express their gratitude to the Govt ofMaharashtra and Bankers. '

For and on behalf of the Board of Directors.
PLACE : NASHIK CHETAN G BATAVIA
DATE : 12/08/2017 CHAIRMAN