The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company" or "APL") along with the audited financialstatements for the financial year ended March 31 2020.
1. FINANCIAL SUMMARY AND HIGHLIGHTS:
The financial results for the year ended 31st March 2020 and thecorresponding figures for the last year are as under:
(Rs. In Lakhs except EPS)
|Particulars ||2019-20 ||2018-19 |
|Total Revenue ||102.00 ||77.36 |
|Total Expenditure ||69.54 ||59.83 |
|Profit/(Loss) before Exceptional Items and Tax ||32.46 ||17.53 |
|Exceptional Items ||- ||- |
|Profit/(Loss) before Tax ||32.46 ||17.53 |
|Taxes ||10.61 ||5.95 |
|Profit/(Loss) for the period ||21.85 ||11.58 |
|Other Comprehensive Income (OCI) ||(1.53) ||(0.34) |
|Total Comprehensive Income for the year ||20.32 ||11.24 |
|Earnings per share (Basic and Diluted) ||0.83 ||0.44 |
To strengthen the financial position of the Company your directors do not recommendany dividend for the Financial Year 2019-20.
3. AMOUNT TRANSFER TO RESERVE:
Your Directors do not propose to transfer any amount to the reserves for the year underreview.
4. CORPORATE OVERVIEW AND THE STATE OF COMPANY'S AFFAIRS:
The Company is presently engaged in real estate business. The Company has substantialrevenue from Rental of Properties and Interest during the year. The company total revenueof Rs. 102 Lakh in current year as compare to previous year Rs. 77.36 Lakh. Profit aftertax for the year ended was Rs. Rs. 20.32 Lakhs as compare to Rs. 11.24 Lakh in theprevious year.
5. CHANGES IN THE NATURE OF BUSINESS:
There is no change in nature of business of the Company during the year under review.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this report.
7. SHARE CAPITAL:
The paid up equity share capital of the company as at March 31 2020 stood at Rs.26374200/ (Rupees Two Crore Sixty Three Lakh Seventy Four Thousand Two Hundred Only)divided into 2637420 (Twenty Six Lakh Thirty Seven Thousand Four hundred Twenty) equityshares of Rs. 10/ (Rupees Ten) each. During the year under review the Company has notissued shares with differential voting rights nor has granted any stock options or sweatequity. As on March 31 2020 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.
a) Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares:
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there were no funds lying / remains unpaid or unclaimed for a period of sevenyears the provisions of Section 125 (2) of the Companies Act 2013 do not apply.
9. DETAIL OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED ANDRESIGNED DURING THE YEAR:
The Board of Directors of your Company as on date of this report comprises fourdirectors of which one (1) is an Executive Director and CFO and Two (2) are IndependentDirectors. Rest of the One (1) director is Non-Executive & Non-Independent Director.
In accordance with the provisions of Section 152 of Companies Act 2013 Mr. PrakashChandra Purohit (DIN: 01383197) retire by rotation and being eligible offer hiscandidature for re-appointment as Director of the company at the ensuing Annual GeneralMeeting. The Board recommends her re-appointment.
Further the following changes took place in the directorship and key managerialpersonnel (KMP) during the Financial Year 2019-20 and till the date of this report:
a. Mr. Ashok Ranjan Mishra resigned from the post of Company Secretary and ComplianceOfficer w.e.f. 30th November 2019. b. Mr. Arpit Lodha was appointed as CompanySecretary and Compliance Officer of the Company w.e.f. 1st December 2019. c.Mr. Kulbir Singh Pasricha (DIN: 06767577) resigned as a Director of the Company w.e.f. 14thFebruary 2020. d. Mrs. Prabhjeet Kaur was re-appointed as an IndependentNon-Executive Director of the Company for a second term of five consecutive years witheffect from 26th March 2020 to 25th March 2025 at the 1stExtraordinary General Meeting of 2019-20 of the Company was held on Thursday 11thJune 2020. e. Mr. Arpit Lodha resigned from the post of Company Secretary and ComplianceOfficer w.e.f. 31st July 2020. f. Ms. Ankita Mata was appointed as CompanySecretary and Compliance Officer of the Company w.e.f. 01st August 2020.
Brief resume of directors seeking appointment/ re-appointment along with other detailsas stipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is separatelydisclosed in the Notice and form an integral part of this report.
Details of Key Managerial Personnel are as under:
|S. No. 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) and Compliance Officer (Resigned w.e.f November 30 2019) |
|4 Mr. Arpit Lodha ||Company Secretary (CS) and Compliance Officer (Resigned w.e.f July 31 2020) |
|5 Ms. Ankita Mata ||Company Secretary (CS) and Compliance Officer (Appointed w.e.f August 1 2020) |
The Company has received declarations from all the Independent Directors of the Companyconfirming that:
a. they meet the criteria of independence prescribed under the Act and the ListingRegulations and b. they have registered their names in the Independent Directors'Databank.
10. BOARD MEETINGS:
The Board met Five (5) times during the financial year. The meeting details areprovided in the Corporate governance report that forms integral part of this Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed by theCompanies Act 2013.
11. COMMITTEES OF THE BOARD:
The Board has three (3) committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of thisReport.
12. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of itsdirectors individually and the committees of the Board.
13. PARTICULARS OF EMPLOYEES
The statement containing particulars of employees required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate exhibit forming part of thisreport as per Section 197 read with Rule 5 of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are set out in Annexure - 1 attached thereto.
14. 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 ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating 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 31st March 2020 and of the profitof the Company for the year ended 31st March 2020;
c) the directors have 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) thedirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and f)the directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
15. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.
16. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI").
The Company has also implemented several best governance practices. The report onCorporate Governance as stipulated under the Listing Regulations forms part of the AnnualReport.
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
Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable 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 no reportable weakness intheir working has been discovered.
18. DETAILS OF FRAUD REPORT BY AUDITOR:
During the financial year 2019-20 the Auditors had not reported any matter underSection 143 (12) of the Companies Act 2013 therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the Act
19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint venture or associate company as on 31stMarch 2020. Further no company become or ceased as subsidiary joint ventures orassociate company during the year under review.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with rules made there under.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
Details of loans guarantees and investments if any covered under the provisions ofsection 186 of the Companies Act 2013 form part of the notes to Financial Statementsprovided in this Annual Report.
22. RELATED PARTY TRANSACTIONS:
The Company has formulated a policy on related party transactions which is alsoavailable on the website of the Company. Weblink: http://asiapackltd.com/Content/UPLOADED/media0921700102.pdf
This policy deals with the review and approval of related party transactions. The Boardof Directors of the Company has approved the criteria to grant omnibus approval by theAudit Committee within the overall framework of the policy on related party transactions.Prior omnibus approval is obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length. All relatedparty transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the year under review were in ordinarycourse of the business and were on an arm's length basis. In terms of the Act no materialrelated party transactions were entered during the Financial Year by the Company. Thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2 is not applicable to your Company.
Members may refer to note no. 23 (VII) to the financial statement which sets outrelated party disclosures pursuant to Indian Accounting Standard-24.
23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 (1) of the Companies Act 2013 are notapplicable to the Company.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review your company's operation does not consume significantamount of energy nor any technology absorption made; hence the provision of section 134(3) (m) of the Companies Act 2013 do not apply to your Company. Further to state thatthere was no foreign exchange inflow and outflow on actual basis for the year ended31.03.2020.
25. RISK MANAGEMENT POLICY:
Risk Management Policy is mandatorily applicable to top 500 companies and your companydo not fall under the same hence the company is not required to constitute suchcommittee; however the Company has its own procedure for identifying the various businessrisks and seeks to create transparency minimize adverse impact on the business objectivesand enhance the Company's competitive advantage. The risk management system defines therisk management approach across the enterprise at various levels including documentationand reporting.
26. 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 the website of the Company.
During the year no whistle blower event was reported and mechanism is functioningwell. No personnel have been denied access to the Audit Committee.
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.
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in 32nd Annual General Meetingapproved the appointment of M/s Vinod Singhal & Co LLP. 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 37thAnnual 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.
In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany at their meeting held on 31st July 2020 has appointed Mr. B. L.Harawat Proprietor of M/s. B. L. Harawat & Associates Practicing Company Secretary(CP NO 3326) as the Secretarial Auditor to conduct the secretarial audit of the Companyfor the financial year 2020-21. The Company has received consent from Mr. B. L. HarawatProprietor of M/s. B. L. Harawat & Associates Practicing Company Secretary (CP NO3326) to act as the Secretarial Auditor for conducting Secretarial Audit of the Companyfor the financial year ending 31st March 2021.
No Cost Auditor was appointed during the financial year as there is no statutoryrequirement imposed for mandatorily according to the size and nature of the business.
29. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS
AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
The Auditors' Report does not contain any qualification reservation or adverse remark.The Report is enclosed with the financial statements in this Annual Report. As required bythe Listing Regulations Auditors certificate on corporate governance is enclosed asAnnexure - 2 to the Board's report. The Secretarial Auditors' Report does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure - 3 to the Board's report in this Annual Report.
30. COMPLIANCE WITH SECRETARIAL STANDARD:
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
31. EXTRACT OF ANNUAL RETURN / WEB LINK / WEB ADDRESS OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2020 made under theprovisions of Section 92(3) of the Act is attached as Form MGT 9 as Annexure - 4 whichforms part of this Report and is also available on website athttp://www.asiapackltd.com/Index/InvestorsView/22
32. COST RECORD:
The provision of Cost audit as per section 148 the Companies Act 2013 doesn'tapplicable on the Company.
33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance on Sexual Harassment at workplace. During the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors members and debenture holders during the year under review.