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Asia Pack Ltd.

BSE: 530899 Sector: Others
NSE: N.A. ISIN Code: INE784M01016
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NSE 05:30 | 01 Jan Asia Pack Ltd
OPEN 17.00
PREVIOUS CLOSE 17.00
VOLUME 5
52-Week high 20.85
52-Week low 14.55
P/E 17.89
Mkt Cap.(Rs cr) 4
Buy Price 17.90
Buy Qty 2.00
Sell Price 17.00
Sell Qty 100.00
OPEN 17.00
CLOSE 17.00
VOLUME 5
52-Week high 20.85
52-Week low 14.55
P/E 17.89
Mkt Cap.(Rs cr) 4
Buy Price 17.90
Buy Qty 2.00
Sell Price 17.00
Sell Qty 100.00

Asia Pack Ltd. (ASIAPACK) - Director Report

Company director report

To the Members

The Directors present the Annual Report of Asia Pack Limited (the Company or APL) alongwith the Audited Financial Statements for the financial year ended March 31 2019.

1. FINANCIAL HIGHLIGHTS

The financial results for the year ended 31'' March 2019 the profit before tax Rs.17.53 Lakhs in compare to previous year Rs. 9.83 Lakhs an increase of 78% and after taxprofit an increase of 45% and the corresponding figures are as under:

(Rs. In Lakhs)
Particulars 2018-19 2017-18
Total Revenue 77.36 162.65
Total Expenditure 59.83 152.82
Profit/(Loss) before Tax Exceptional and Extraordinary Items 17.53 9.83
Profit/(Loss) before Tax 17.53 9.83
Taxes-Deferred Tax 5.95 1.82
Profit/ (Loss) after tax 11.58 8.01
Other comprehensive income (OCf) (0.34) 1.99
Total Comprehensive income for the period 11.24 10 00
Profit/ (Loss) for the period 11.24 10.00
Earnings per share 0.44 0.30

2. STATE OF COMPANY'S AFFAIRS AND PERFORMANDE

Your Company is engaged in the trade of paper duplex and packing related products inIndia. The Company is engaged in Trading Activity. The Company has substantial revenuefrom Rental of Properties and Interest during the Year.

3. DIVIDEND AND RESERVES

Your Company has decided not to recommend any dividend for the year under review andthe company has not transferred any amount to the General Reserve.

4. DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public during the year under review-

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there is no change in the capital structure of theCompany.

6. CHANGE IN THE NATURE OF BUSINESS:

There is no change in nature of business of the Company during the year under review .

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is given separately and formingpart of this Report.

8. CORPORATE GOVERNANCE REPORT

In Compliance with Regulation 34 of the SEBI {Listing Obligations and DisclosureRequirements) Regulations 2015 a separate report on Corporate GOVERNANCE along with acertificate from the Auditors on its compliance forms an integral part of this AnnualReport.

9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary joint Venture or Associate Company as on 31slMarch 2019.

10. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 for the financial year ended 31stMarch 2019 is given as Annexure-A to this report.

11. 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.

Since all the related party transactions were entered by the Company in ordinary courseof business and were in arm's length basis Form AOC-2 is not applicable to the Company

Tire Board adopted a policy on related party transactions and the same is available onCompany's website at the following link:

http://asiapackUd.com/Content/UPLOADED/media0921700102.pdf

12. DIRECTOR AND KEY MANAGEMENT PERSONNEL (KMP)

Pursuant to Section 152 of the Companies Act 2013 Mr. Revant Purbia is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment. The Board re-commends Iris re-appointment at the ensuing AGM.

Pursuant to the provisions of the Companies Act 2013 the shareholders in the 29'1Annual General Meeting of your Company held on 30th September 2014 appointedMr. Kulbir Singh Pasrieha and Mr. Sunil Upadhayay as an Independent Non-Executive Directorto hold office for five consecutive years for a term upto ensuing Annual Genera! Meeting.Mr. Kulbir Singh Pasricha and Mr. Sunil Upadhayay are eligible for re-appointment as anIndependent Nonexecutive Director for a second term of five consecutive years.

Pursuant to the provisions of the Act based the board recommends for the approval ofthe Members through a Special Resolution in the 34* AGM of your Company there-appointment of Mr. Kulbir Singh Pasricha and Mr. Sunil Upadhayay as an Independent Non-Executive Director for second term of five consecutive years from the date of ensuingAnnual General Meeting.

Brief resume of director seeking appointment/ re-appointment along with other detailsas stipulated under SEBI Listing (Obligation and Disclosure Requirements) Regulations2015 is provided in tire Notice for convening in Annual General Meeting

During the year under review there has been no change in the board of directors of thecompany. Details of KMP are as under:

S.N. Name Designation
1 Mr. Revant Purbia Chief Financial Officer (CFO)
2 Mr. Jitendra Purohit Chief Executive Officer (CEO)
3 Mr. Ashok Ranjan Mishra Company Secretary' (CS)

Further to state that there has been rio change in the Key Managerial Personnel duringthe year under review.

13. NUMBER OF MEETING OF THE BOARD

During the year under review the Board of Directors met 4 (Four) times. The details ofthe meetings of the Board of Directors of the Company convened during the financial year2018-19 are given in the Corporate GOVERNANCE Report which forms part of this AnnualReport.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing (Obligation andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performande board committees and individual directors. Theperformande of the Board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of hoard processes manner of conducting the meetings value addition of theBoard members and corporate GOVERNANCE eto. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5lh January2017.

The Board and the Nomination and Remuneration Committee reviewed the performande ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the Board and committee meetings like attendande of the directors in themeetings their contribution & inputs qualification and expertise eto.

15. 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.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification^) or re- enactment(s) thereof for the time being in force) the Directors ofthe Company confirm that:

a) in the preparation of the annual accounts for the year ended 31s‘March 2019 the applicable accounting standards have been followed along with properexplanation relating material departures if any;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 3h‘ March 2019 and of theprofit of the Company for the year ended 3151 March 2019;

c) directors have taken proper ard sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 are 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.

17. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

I he 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.

18. AUDIT COMMITTEE

The composition of the Audit Committee is provided in the Corporate GOVERNANCE Reportforming part of this report.

19. AUDITORS AND AUDITORS' REPORT

(a) Statutory Auditors

As per Section 139 of the Companies Act 2013 read with the Companies (Audit aridAuditors) Rules 2014 the Members of the Company in 32nd Annual General Meetingapproved the appointment of M/s Vinod Singhal & Co. Chartered Accountants (FirmRegistration Number: 005826C) as the Statutory Auditors of the Company for 5 years fromthe 32nd .Annual General Meeting (AGM) till the conclusion of the 37hAnnual General Meeting of the Company. Pursuant to amendments in Section 139 of theCompanies Act 2013 the requirements to place the matter relating to such appointment forratification by members at every annual general meeting has been omitted with effect fromMay 7 2018.

The Auditors' Report for the financial year ended 31st March 2019 does notcontain any reservation qualification or adverse remark. Information referred inAuditors' Report are selfexplanatory and don't call for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany at their meeting held on 30*h May 2019. The Company has appointed M/s.B.L Harawat & Associates Company Secretaries in Practice Udaipur (CP No-3326) asthe Secretarial Auditor to conduct the secretarial audit of the Company for the financialyear 2019-2020.

The Company has received consent from Mr. B.L. Harawat to act as the auditor forconducting Secretarial Audit of the Company for the financial year ending 31stMarch 2020.

The Secretarial Audit Report and Secretarial Compliance Report for the financial yearended 31st March 2019 is set out in Annexure-B to this report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

(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 consonande with the requirements of Section 138 of the Companies Act2013 and rules made there under M/s Abhishek Gelra & Associates CharteredAccountants Rajsamand (Firm Registration No. 021265C) was appointed to conduct theinternal audit of the Company for the financial year 2019-20. No major internal auditobservations were observed durirg the period under review.

20. EXPLANATION OK COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports. The Auditors'Report are selfexplanatory and therefore do not call for any further comments underSection 134(1) of the Companies Act 2013.

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 enhande the Company's competitiveadvantage. The risk management system defines the risk management approach across theenterprise at various levels including documentation and reporting.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

I he 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 the website of the Company

i.e. http://asiapackltd.com/Content/UPLOADED/media0921700105.pdf

During the year no whistle blower event was reported and mechanism is functioningwell. No personnel lt as been denied access to the Audit Committee.

23. 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 wasnotified on 9l!l December 2013. Under the said Act every Company is requiredto set up an Internal Complaints Committee (ICC) 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 31s1 March 2019 theCompany did not receive any compliant and no compliant was pending at beginning and at theend of the year.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

25. PARTICULARS OF LOANS GL ARANTEES AND INVESTMENT

The particulars of loans guarantees and investments covered under the provisions o:section 186 of the Companies Act 2013 are given in the notes to Financial Statement.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeeof the Company is given in Annexure-C forming part of this Report.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

I he Provision of section 134 (3) (m) of the Companies Act 2013 do not apply to yourCompany. Further to state that there was no foreign exchange inflow and outflow during theyear under review.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

29. 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 andillaryfactors.

30. APPRECIATION:

Your Company has completed 34 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
Sd/- Sd/-
Name Prakash Chandra Purohit Name: Revant Purbia
Date: 30th May 2019 Designation: Director Designation Director
Place: Nathdwara DIN:01383197 DIN 02423236

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