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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 Fourty Seventh Annual Report of theCompany together with the audited statement of accounts for the period ended as on 31stMarch 2015.

1. FINANCIAL STATEMENT

During the year company has not carried business operations.

2. DIVIDEN D

Your Board do not recommend any dividend for the year.

3. OPERATIONSAND 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.

4. SHARE CAPITAL

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

5. FIXE D DEPOSITS

During the year The Company has not accepted any deposits.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the Financial Year 2014-2015 The Company has not provided any loan or has givenany guarantee or investments.

7. MERGER AND AMALAGAMETION

No merger and amalgamation took place during the financial year.

8. MATERIAL CHANGES

No material changes occurred during the year.

9. INTERNA L CONTROL SYSTEM

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

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES -

According to section 135 of the Companies Act 2013 the company in the Financial Year2014-2015 has not earned profit hence company can not make any expenses as corporatesocial responsibility expenses.

11. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION 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 foreign exchange earning and outgo.

12. DIRECTORS

In accordance with the provision of the CompaniesAct 2013 and the Articles ofAssociation of your Company Mr. Dhimant Nathalal Kakkad and Mr. Pravin Nimba WaniDirectors of your company will retire at the ensuing Annual General Meeting and notice inwriting signifying the intention to offer their candidature have seen received from memberinterms of provision of section 160 of the companies Act 2013. In terms of clause 49 oflisting agreement Board recommends the appointment of Mrs. Gauri Abhishek Thakker aswomen Director of the company. Resoultion for the purpose is proposed to be passed atensuing Annual General Meeting. Company has received declaration from IndependentDirectors of the company confirming that he fulfills the criteria of Independece asprescribed both under sub section (6) of section 149 of the Companies Act 2013 and clause49 of listing Agreement.

13. AUDITORS

Your Company's Auditors M/s. Govilkar& Associates Chartered Accountants Nashikwill retire at the ensuing Annual General Meeting and are eligible for reappointment. Themembers will be required to appointAuditors for the current year and fixed theirremuneration.As required under the Provision of Section 141(3)(g)of the CompaniesAct2013. The company has received written certificate from the Auditors to the effect thattheir re-appointment if made would be in conformity with the limits specified in the saidsection.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the CompaniesAct 2013 the directors would like to statethat:

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 asto give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe financial year and of the profit or loss of 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 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

15. 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

16. SUBSIDIARY AND ASSOCIATE CONCERNS

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

17. VIGIL MECHANISMS

In compliance with clause 49 of the listing agreement Asian Food Products Limited hasestablished a Vigil (Whistle Blower) Mechanism and Formulated a policy in order to providea framework for responsible and secure Whistle Blowing / Vigil Mechanism.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the directors andemployees o t report genuine concerns about unethical behavior actual or suspected fraudor violation of the codes of conduct or policy.

The reporting of any misfeasence or of any inproper and unethical act shall be reportedby the chairman of the audit committee to the board of directors.

18. PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration in excess or Rs. 5.00 Lacs P.M. Ifemployed for part of the year or Rs. 60.00 Lacs P.A.

19. CORPORATE GOVERNANCE AND MANAGEMENTDISCUSSIONAND ANALYSIS REPORT

Corporate Governance and Management Discussion and analysis report as required underclause 49 of the listing agreement is enclosed herewith.

20. EXTRACT OFANNUAL RETURN

As per the requirement of the provisions of the Companies Act 2013 the extract ofAnnual Returns is prepared in a prescribed form and is annexed herewith forming a part ofthe directors.

21. AUDITOR' S REPORT / SECRETARIAL AUDIT REPORT

Pursuant to section 227(3) of the CompaniesAct 2013 M/s Govilkar &Associates hasaudited the accounts of Asian Food Products Limited and has made an audit report which isannexed and stated as independent auditor's report in the Balance Sheet.

Pursuant to section 204 of the Companies Act 2013 Mr.Ashok Surana was appointed ascompany secretary to conduct the secretarial audit and asecretarial audit report has beenprepared and enclosed with this report. As per remark in the secretarial audit report thecompany had given contract to placement agencies for appointing Company Secretary howeverthe suitable candidate was not found.

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

22. DISCLOSUR E UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL)ACT 2013

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

The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-2015.

* No. of complaints received Nil
* No. of complaints disposed off Nil

23. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The board has met six times in the current financial year

24. 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 CHETA N G BATAVIA
DATE : 25/07/2015 CHAIRMAN

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