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Asia Pack Ltd.

BSE: 530899 Sector: Others
NSE: N.A. ISIN Code: INE784M01016
BSE 00:00 | 17 Jan 21.90 1.00
(4.78%)
OPEN

20.55

HIGH

21.90

LOW

20.55

NSE 05:30 | 01 Jan Asia Pack Ltd
OPEN 20.55
PREVIOUS CLOSE 20.90
VOLUME 2842
52-Week high 30.30
52-Week low 15.40
P/E 219.00
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.55
CLOSE 20.90
VOLUME 2842
52-Week high 30.30
52-Week low 15.40
P/E 219.00
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asia Pack Ltd. (ASIAPACK) - Director Report

Company director report

Dear Members

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 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial results for the year ended 31st March 2021 and thecorresponding figures for the last year are as under:

(Amount in Rupees except EPS)

Particulars Current Financial Year 2020-21 Previous Financial Year 2019-20
Revenue from Operations 1455000 960000
Other Income 5872527 9240037
Profit/ (Loss) before Depreciation Finance Costs Exceptional items and Tax Expense 2373493 3961888
Less: Depreciation/ Amortisation/ Impairment 669441 706455
Profit/(Loss) before Finance Costs Exceptional items and Tax Expense 1704052 3255433
Less: Finance Costs - 9202
Profit/(Loss) before Exceptional items and Tax Expense 1704052 3246231
Add/(less): Exceptional items - -
Profit/(Loss) before Tax Expense 1704052 3246231
Less: Tax Expense (Current & Deferred) 724220 1061273
Profit/(Loss) for the year (1) 979832 2184958
Other Comprehensive Income/(Loss) (2) 11080 (152836)
Total (1+2) 990912 2032122
Balance carried forward 990912 2032122

2. AMOUNT TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

3. DIVIDEND:

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view financial position of the Company has decided that itwould be prudent not to recommend any Dividend for the year under review.

4. CORPORATE OVERVIEW AND THE STATE OF THE 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. 7327527/- in current year as compare to previous year Rs. 10200037/-. Profitafter tax for the year ended was Rs. 990912/- as compare to Rs. 2032122/- in theprevious year.

5. CHANGES IN THE NATURE OF BUSINESS:

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

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE 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 2021 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 2021 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.

e) Issue of debentures bonds or any non-convertible securities:

The Company has not issued debentures bonds or any non-convertible securities duringthe year under review.

f) Issue of warrants:

The Company has not issued warrants during the year under review.

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 AND RESIGNEDDURING THE YEAR:

The Board of Directors of your Company as on date of this report comprises of fourdirectors of which one (1) is an Executive Additional Director cum CFO and Two (2) areIndependent Directors. Rest of the One (1) director is Non-Executive & NonIndependentDirector.

In accordance with the provisions of Section 152 of Companies Act 2013 Mr. PrakashChandra Purohit (DIN: 01383197) retires by rotation and being eligible offer hiscandidature for re-appointment as Director of the company at the ensuing Annual GeneralMeeting. The Board recommends his re-appointment.

During the year under review and till the date of this report there were followingchanges in composition of Board of Directors and Key Managerial Personnel of the Company:

a. Mr. Arpit Lodha resigned from the post of Company Secretary and Compliance Officerw.e.f. 31st July 2020.

b. Ms. Ankita Mata was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 01st August 2020.

c. Mrs. Prabhjeet Kaur was re-appointed as an Independent Non-Executive Director of theCompany for a second term of five consecutive years with effect from 26thMarch 2020 to 25th March 2025 at the 1st Extraordinary General Meeting of201920 of the Company was held on Thursday 11th June 2020 [which wasoriginally convened on 25th March 2020 and rescheduled due to COVID-19pandemic outbreak].

d. Mr. Revant Purbia resigned from the office of Director cum Chief Financial Officerw.e.f. 31st January 2021.

e. Mr. Pushpendra Jain was appointed as an Additional Director cum Chief FinancialOfficer (CFO) w.e.f. 01st February 2021 and hold the said office as anAdditional Director till the conclusion of ensuing Annual General Meeting.

The Board is of the view that the appointment of Mr. Pushpendra Jain on the Company'sBoard as Director is desirable and would be beneficial to the Company. Hence on therecommendation of Nomination and Remuneration Committee Board of Directors proposes toappoint Mr. Pushpendra Jain as Director of the Company.

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:

Sl. No. Name Designation
1 Mr. Revant Purbia Chief Financial Officer (CFO) (Resigned w.e.f. January 31 2021)
2 Mr. Pushpendra Jain Chief Financial Officer (CFO) (Appointed w.e.f. February 1 2021)
3 Mr. Jitendra Purohit Chief Executive Officer (CEO)
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:

Total Five (5) Board Meetings were held during the year under review after duecompliance the provisions of Section 173 of the Companies Act 2013. The meeting detailsare provided in the corporate governance report that forms integral part of this Report.The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies 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 forms integral partof this Report.

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 and the same is reviewed by theNomination and Remuneration Committee.

Evaluation:

The Board evaluated the effectiveness of its functioning of the Committees and ofindividual Directors pursuant to the provisions of the Act and the SEBI ListingRegulations.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way ofmonitoring corporate governance practices participation in the long-term strategicplanning etc.);

• Structure composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017. The Chairman of the Boardhad one-to-one meeting with the Independent Directors ('IDs') and the Chairman of NRC hadone-to-one meeting with the Executive and Non-Executive Non-Independent Directors. Thesemeetings were intended to obtain Directors' inputs on effectiveness of the Board/Committeeprocesses.

In a separate meeting of the IDs the performance of the Non-Independent Directors theBoard as a whole and Chairman of the Company were evaluated taking into account the viewsof Executive Directors and other Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individualdirectors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and themeeting of the NRC the performance of the Board its Committees and individual directorswere discussed.

In the coming year the Board intends to enhance focus on sustainability and digitalinterventions.

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:

The financial statements in compliance with the requirements of the Companies Act 2013and the Generally Accepted Accounting Principles (GAAP) in India. The financial statementshave been prepared on accrual basis under the historical cost convention. The estimatesand judgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs and profit/(loss) for the year ended March 312021. To the best of knowledge and belief and according to the information andexplanations obtained your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013.

Your Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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 March 31 2021 and of theprofit/loss of the Company for the year ended on that date;

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 Company had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and operating efficiently.

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable 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 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 no reportable weakness intheir working has been discovered.

For Report on the Internal Financial Controls under clause (i) of sub-section 3 ofSection 143 of the Company Act 2013 members may refer to Annexure A to the IndependentAuditor's Report on the financial statements of the Company which forms part of thisAnnual Report.

18. DETAILS OF FRAUD REPORT BY AUDITOR:

During the financial year 2020-21 the Auditors has 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 2021. Further no company become or ceased as subsidiary joint ventures orassociate company during the year under review.

20. DEPOSITS:

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 and assuch no amount on account of principal or interest on deposits was outstanding as on thedate of the balance sheet.

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. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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 the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party(ies) are in the ordinary course of business and on arm's length basis. Thereare no material significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.

In view of the above the requirement of giving particulars ofcontracts/arrangements/transactions made with related parties in Form AOC-2 are notapplicable for the year under review.

Members may refer to note no. 21 (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:

Disclosures pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are not applicable to your company during the year underreview.

25. RISK MANAGEMENT POLICY:

As per Regulation 21 (5) of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 Risk Management committee is mandatorilyapplicable to top 1000 companies and your company do not fall under the same hence thecompany is not required to constitute such 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 Company's competitiveadvantage. The risk management system defines the risk management approach across theenterprise at various levels including documentation and 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.

Weblink: http://asiapackltd.com/Content/UPLOADED/media0921700105.pdf

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/ Tribunalsthat would impact the going concern status of the Company and its future operations.

28. AUDITORS:

STATUTORY AUDITORS:

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.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany at their meeting held on 30th June 2021 has appointed Mr. B. L.Harawat Proprietor of M/s. B. L. Harawat & Associates Practicing Company Secretary(CP NO 3326) as the Secretarial Auditor for the Financial Year 2021-22 for auditing thesecretarial and related records of the Company. The Company has received consent from Mr.B. L. Harawat Proprietor of M/s. B. L. Harawat & Associates Practicing CompanySecretary (CP NO 3326) to act as the Secretarial Auditor for auditing the secretarial andrelated records of the Company for the financial year ending 31st March 2022.

COST AUDITOR:

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:

During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by Institute of Companies Secretaries of India.The Directors have devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards and that such systems are adequate and operatingeffectively.

31. EXTRACT OF ANNUAL RETURN/WEB LINK/WEB ADDRESS OF ANNUAL RETURN:

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at http://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.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith theirstatus as at the end of the financial year is not applicable.

35. OTHER DISCLOSURES:

The requirement to disclose the details of difference between amount of the valuationdone at the time of onetime settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.

36. ACKNOWLEDGEMENT:

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.

By Order of the Board of Directors
For Asia Pack Limited
Sd/- Sd/-
Name: Prakash Chandra Purohit Name: Pushpendra Jain
Designation: Director Designation: Additional Director
DIN : 01383197 DIN : 03228950
Date: 12th August 2021 Address: Village-Uper Ki Oden Teh- Nathdwara Address: 8-9 Pragati Nagar Shobhagpura
Place: Nathdwara Rajsamand Rajasthan India PIN-313301 Udaipur Rajasthan India PIN-313011

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