To the Members
The Directors present the Annual Report of Asia Pack Limited (the Company or APL) alongwith the Audited Financial Statementsfor the financial year ended March 31 2018.
1. FINANCIAL HIGHLIGHTS
The financial results for the year ended 31stMarch 2018 and thecorresponding figures for the last year are as under:
(Rs. In Lakhs)
|Particulars ||2017-18 ||2016-17 |
|Total Revenue ||162.65 ||2456.68 |
|Total Expenditure ||152.82 ||2412.34 |
|Profit/(Loss) before Tax Exceptional and Extraordinary ||9.83 ||44.35 |
|Items || || |
|Profit/(Loss) before Tax ||9.83 ||44.35 |
|Taxes-Deferred Tax ||1.82 ||- |
|Profit/(Loss) after tax ||8.01 ||44.35 |
|Other comprehensive income (OCI) ||1.99 ||- |
|Total Comprehensive income for the period ||10.00 ||44.35 |
|Profit/ (Loss) for the period ||10.00 ||44.35 |
|Earnings per share ||0.38 ||1.68 |
2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE
Asia Pack Limited engaged in the trade of paper duplex and packing related productsin India. The Company is concentrating on the main business activity i.e. the business ofpaper and packaging.
3. DIVIDEND AND RESERVES
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. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public.
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
During the year under review Rhyah Tradex Private Limited has ceased to be asubsidiary company. The Company does not have any Subsidiary Joint Venture or AssociateCompany as on 31stMarch 2018.
10. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 for the financial year ended 31stMarch 2018 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 arms length basis and were in the ordinary course of business and in compliancewith the applicable provisions of the act and the regulations. There are no materialsignificant related party transactions entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated persons and their relatives whichmay have a potential conflict with the interest of the Company at large. Form AOC-2pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rule 2014 is set out in the Annexure B to this report.
The Board adopted a policy on related party transactions and the same is available onCompanys website at the following link:http://asiapackltd.com/Content/UPLOADED/media0921700102.pdf
12. DIRECTOR AND KEY MANAGEMENT PERSONNEL (KMP)
Pursuant to Section 152 of the Companies Act 2013 Mr. Prakash Chandra PurohitDirector is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment. The Board re-commends his re-appointmentat the ensuing AGM. Brief resume of director seeking appointment/ re-appointment alongwith other details as stipulated under SEBI Listing (Obligation and DisclosureRequirements) Regulation 2015 is provided in the Notice for convening in Annual GeneralMeeting. During the year under review there has been no change in the board of directorsof the company. 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 no change in the Key Managerial Personnel duringthe year under review.
13. NUMBER OF MEETING OF THE BOARD
4 (Four) meetings of the Board of Directors were held during the financial year. Thedetails of the meetings of the Board of Directors of the Company convened during thefinancial year 2017-18 are given in the Corporate Governance Report which forms part ofthis Annual Report.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing (Obligation andDisclosure Requirements) Regulation 2015 the Board of Directors has carried out anannual evaluation of its own performance board committees and individual directors. Theperformance 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 board processes manner of conducting the meetings value addition of the
Board members and corporate governance etc. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5thJanuary2017. 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.
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(s) 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 ended31st March 2018 the applicable accounting standards have been followed alongwith proper explanation relating material departures if any; b) the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2018 and of the profit of theCompany for the year ended 31stMarch 2018; c) the directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) the directors have prepared the annualaccounts on a going concern basis; e) the directors have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and are operating effectively; and f) the directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
17. 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 Companys 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 theinternal auditors reviews the adequacy and effectiveness of the internal control systemand suggest the improvements to strengthen the same. During the period under review suchcontrols were tested and no reportable 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
M/s Vinod Singhal & Co. Chartered Accountants were appointed as Statutory Auditorof the Company at the 32nd Annual General Meeting (AGM) till the conclusion ofthe 37th Annual General Meeting. The Auditors Report for the financialyear ended 31st March 2018 does not contain any reservation qualification oradverse remark. Information referred in Auditors Report are self-explanatory anddont 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 30th May 2018. 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 2018-19. The Company has received consent from Mr. B.L. Harawat to act as the auditorfor conducting Secretarial Audit of the Company for the financial year ending 31stMarch 2019. The Secretarial Audit Report for the financial year ended 31stMarch 2018 is set out in Annexure - C to this report. The Secretarial Audit Report doesnot 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 consonance 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 2018-19. No major internal auditobservations were observed during the period under review.
20. EXPLANATION OR 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. TheAuditors Report are self-explanatory and therefore do not call for any furthercomments under Section 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 enhance the Companyscompetitive advantage. The risk management system defines the risk management approachacross the enterprise at various levels including documentation and reporting.
22. 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/UPLOADED/media0921700105.pdfDuring the year no whistle blower event was reported and mechanism is functioning well.No personnel has been denied access to the Audit Committee.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
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 Financial Statement.
25. 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 D forming part of this Report.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.
The 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.
27. 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.
28. 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 9th 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 theSexual Harassment of Women at the workplace (Prevention Prohibition and Redressal) Act2013 the Company adopted a policy for prevention of Sexual Harassment of Women atworkplace and also set up an Internal Complaints Committee to look into complaintsrelating to sexual harassment at work place of any women employee. During the financialyear ended 31st March 2018 the Company did not receive any compliant and nocompliant was pending at beginning and at the end of the year.
29. CAUTIONARY STATEMENT:
Statements in this Directors Report & Management Discussion and Analysisdescribing the Companys objectives projections estimates expectations orpredictions may be forward-looking statements within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Companys operationsinclude raw material availability and its prices cyclical demand and pricing in theCompanys principle markets changes in Government regulations Tax regimes economicdevelopments within India and the countries in which the Company conducts business andother ancillary factors.
Your Company has completed 33 eventful years of its existence in this Country. Very fewbrands continue to remain relevant and become iconic over such a long passage of time.Your 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 theirappreciation for the contribution made by the employees at all levels. Your Directorsalso wish to thank its customers dealers agents suppliers investors and bankers fortheir continued support and faith reposed in the Company.
| ||By Order of the Board of Directors |
| || ||For Asia Pack Limited |
| ||Sd/- ||Sd/- |
| ||Name: Prakash Chandra Purohit ||Name: Revant Purbia |
|Date: 07th August 2018 ||Designation: Director ||Designation: Director |
|Place: Nathdwara ||DIN : 01383197 ||DIN : 02423236 |
Annexure -D to Boards Report
PARTICULARS OF EMPLOYEES
[Pursuant to Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] a) Information asper Rule 5 (1) of Chapter XIII Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:
|Sl.No. ||Requirements ||Disclosure || |
|1 ||The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: Note: Median Remuneration for the financial year 2017-18 is Rs.207720 ||Name of Director ||Ratio |
| || ||Mr. Revant Purbia ||2.22 |
|2 ||The percentage increase in remuneration of each director Chief Executive Officer Company Secretary and Chief Financial Officer in the financial year: ||Mr. Jitendra Purohit ||12.49% |
| || ||Mr. Ashok Ranjan Mishra ||N.A. |
| || ||Mr. Revant Purbia ||7.82% |
|3 ||The percentage increase in the median remuneration of employees in the financial year: ||2017-18 ||2016-17 ||Increase |
| || || || ||(%) |
| || ||207720 ||175272 ||18.51 |
|4 ||The number of permanent employees on the rolls of company: ||There were 8 employee(s) as on March 31 2018. |
|5 ||Affirmation that the remuneration is as per the remuneration policy of the Company: ||Yes the Remuneration is as per the remuneration policy of the Company. |
b) Information as per Rule 5 (2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014: Not Applicable