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Asian Food Products Ltd.

BSE: 507530 Sector: Others
NSE: N.A. ISIN Code: INE04VT01017
BSE 05:30 | 01 Jan Asian Food Products Ltd
NSE 05:30 | 01 Jan Asian Food Products Ltd

Asian Food Products Ltd. (ASIANFOODPROD) - Director Report

Company director report

To

The Members

ASIAN FOOD PRODUCTS LIMITED.

Mumbai.

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2020.

1. Financial Statement:

During the year company has not carried business operations.

2. Dividend:

Board does not recommend any dividend for the year 2019-20.

3. Share Capital :

The Paid Up Equity Share Capital stood as on March 31 2020 is of Rs. 15832500/-(Rupees One Crore Fifty Eight Lakhs Thirty Eight Thousands Five Hundred Only). During theyear there were no variation in the Authorized & Paid up share capital.

4. Operations and 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 whenever they have been started initially.

5. Public Deposit :

During the Financial Year 2019-20 your Company had not accepted any deposits withinthe meaning of the provisions of Section 73 and Section 76 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rule 2014.

6. Insurance :

Your company has insured all assets of the company.

7. Particulars Of Loans Guarantees Or Investments

During the Financial Year 2019-2020 The Company has not provided any loan or has notgiven any guarantee.

8. Merger And Amalgamation

No merger and amalgamation took place during the financial year.

9. Material Changes

No material changes occurred during the year.

10. Internal Control System

Company has no business operations except investment in land. Therefore it does notrequired internal control system.

11. Corporate Social Responsibility

According to Section 135 of the Companies Act 2013 the Company on the financial year2019-20 has not earned profit hence Company cannot make any expenses as Corporate SocialResponsibility.

12. Conservation of energy technology absorption

During the year there were no activities in the Company hence there is nothing toreport about conservation of energy & technology absorption.

13. Foreign Exchange Earnings And Outgo

There were no foreign exchange earnings and outgo during the year under review.

14. Directors & Key Managerial personnel

In compliance with the provisions of Section 149152 Schedule IV and other applicableprovisions of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 Mr. Dhimant Nathalal Kakkad Mr. Subhash NandalalDhoot & Mr. Pravin Nimba Wani have been appointed as Independent Directors on theBoard of the Company. Mr. Abhishek Narendra Thakker & Mrs Gauri Abhishek Thakker arehusband & wife. This the only inter se relation between the Directors. Mr. GauravJitendra Thakker is the CEO of the Company & Ms. Shreshthi Ashok Surana is appointedas Company Secretary & Compliance Officer of the Company from 16thDecember 2019

Mrs. Gauri Abhishek Thakker Director of the Company is seeking for her reappointment.The brief resume of them as under Regulation 36 of the SEBI (LODR) 2015 with respect tothe Director seeking‘re-appointment' is as follows :

Your Directors recommend their re-appointment.

Sr. No. Particulars
1 Name Thakker Gauri A.
2 Date of Birth 16/05/1987
3 DIN 07162574
4 Date of Appointment 26/05/2015
5 Date of Re-appointment 28/09/2017
6 Expertise in area Management Activities & Financial Activities & Construction Activities
7 No. of Shares held in the co Nil
8 Membership in Committee 1

In accordance with Section 149(7) of the Companies Act each Independent Director hasgiven a declaration to the Company at the first meeting of Board of Directors of FinancialYear that he meets the criteria of independence as mentioned under Section 149(6) of theCompanies Act 2013 and SEBI (LODR) Regulation 16 (1) (b).

Mr. Pravin Nimba Wani & Mr. Dhimant Nathalal Kakkad Independent Directors of theCompany have been completed their tenure of Five years. They are eligible forreappointment & offers themselves for the same. Pursuant to the provisions of theCompany's Act 2013 & by passing the Special Resolution Board recommend their reappointment. There is no inter-se relationship between them & other Directors.

Details of Director seeking for reappointment

Sr.No. Particulars Details Details
Pravin Nimba Wani Dhimant Nathalal
1 Name Kakkad
2 DIN '00595696 02449006
3 Date of Birth 01.06.1963 06.03.1967
4 Date of Original Appointment 30.03.2015 10.10.2008
Date of Re-appointment 22.08.2015 22.08.2015
Estate Dealing Real Estate Estate Management
5 Expertise in area Independent Directorship in Activities
6 other Public Ltd Cos. No No
7 Membership of Committee 2 2

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors.

15. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

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 as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe 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 the companyand that such internal financial controls are adequate and were operating effectively.

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.

16. Auditors And Auditors' Report

Statutory Auditor

M/s S.R. Rahalkar & Associates Chartered Accountants (ICAI FRN 108283W) wereappointed as Statutory Auditors of the Company for a period upto the Annual generalMeeting which will be held for the Financial Year 2021-22 at the Annual General Meeting(AGM) of the Members held on September 25 2018 on a remuneration mutually agreed upon bythe Board of Directors and the Statutory Auditors.

Their appointment was subject to ratification by the Members at every subsequent AGMheld after the AGM held on September 25 2018. Pursuant to the amendments made to Section139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May7 2018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.

The Auditor's report to the shareholders on the financials for the year ended March 312020 does not contain any qualification observation or adverse comment.

Internal Auditor

M/s. S.S. Dhoot & Company Chartered Accountants is the Internal Auditor of thecompany& the reports are reviewed by Audit Committee time to time.

Secretarial Audit & Report

Pursuant to section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Ashok Surana Practicing Company Secretaries to conduct the secretarialaudit and a secretarial audit report has been prepared and annexed herewith.

17. Familiarization Programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations 2015the Company needs to be formally arrange Induction Programme for Independent Directors tofamiliarize them with their role rights and responsibility of Directors the working ofthe Company nature of the industry in which the Company operates business model etc. Thedetails are available on website of the Company www.asianfoodproduct.in.

18. Dividend Distribution Policy :

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015Company formulate the Dividend Distribution Policy. Accordingly the policy was adopted toset out the parameters that would be taken on account by the Board. The policy isavailable on website of the Company www.asianfoodproduct.in.

19. Related Party Transaction

During the Financial Year 2019-20 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies (Specification ofDefinition Details) Rule 2014 which were in the Ordinary Course of business and on arm'slength basis and in accordance with the provisions of the Companies Act 2013 Rulesissued thereunder and Regulation 23 of the SEBI (LODR) Regulations 2015. Therefore thereis no requirement of AOC-2 as per the Companies Act 2013. The policy is available on thewebsite of the Company - www.asianfoodproduct.in.

20. Subsidiary And Associate Concerns

At the beginning & at the end of the Company there is no any Associate orSubsidiary Company of Asian Food Products Ltd.

21. Vigil Mechanisms

Your Company believes in promoting fair transparent ethical and professional workenvironment. The Board of Directors of the Company Pursuant the Provisions of Section 177of the Companies Act 2013 and SEBI (LODR) Regulations 2015 has framed "WhistleBlower Policy" for Directors and employees of the Company for reporting the genuineConcerns or grievances or cases of actual or suspected fraud or violations of theCompany's code of conduct and ethics Policy The whistle Blower Policy of the Company isavailable on the Company's Website.

22. Particulars Of Employees

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

23. Corporate Governance And Management Discussion And Analysis Report

Corporate Governance and Management Discussion and analysis report as required pursuantto SEBI (LODR) Regulations 2015 is enclosed herewith.

24. Audit Committee

Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit committee were accepted byBoard.

25. Nomination & Remuneration Committee

Details pertaining to composition of Nomination & Remuneration Committee areincluded in the report on Corporate Governance.

26. Investor Relations

Your Company always endeavors to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them a satisfactory reply at the earliest possible time.

27. Ratio Of Remuneration Of Each Director To The Median Remuneration Of The EmployeesOf The Company For The Financial Year

As there are no other employees except full time Company Secretary in the Companythere is no requirement to mention the median remuneration of the employees to eachDirector of the Company for this financial year. Also the directors have waived theirsalaries/remuneration by giving the correspondence.

28. Extract Of Annual Return

The details forming part of extract of Annual Return in Form MGT-9 in accordance withSection 92(3) of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 are set out herewith as annexed to this report. MGT-9 isavailable on the website of the Company www.asianfoodproduct.in.

29. Business Risk Management

As there is no business in the Company there is no requirement to manage the risk. Butthe Directors of the Company are analyzing suspected contingencies periodically.

30. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

31. Number Of Board Meetings Held During The Year

Your Board has met Seven times during the Financial Year 2019-20. The four meetingswere held for the declaration of Financial results & Three for the generalbusiness.The details of the number of Board meetings of your Company are set out in theCorporate Governance Report which forms part of this Report. The maximum interval betweenany two meetings did not exceed 120 days as prescribed in the Companies Act 2013.

32. Performance Evaluation

The Board has carried out evaluation of its own performance the directors individuallyand evaluation of working of the committees of the Board during the financial year2019-20. The structured evaluation process contained various aspects of the functioning ofthe Board and its committees number of committees and their roles frequency of meetinglevel of participation and independence of judgment performance of duties andobligations and implementation of good corporate governance practices.

The Board expressed its satisfaction of the performance of all the directors Board andits committees which reflected the overall engagement of the directors the Board and itscommittees with the Company.

33. Suspension of Securities from the BSE

The Company is suspended from the BSE due to surveillance & penal reason. But theCompany is in process of revocation of suspension & just the couple of steps behindthe same. The Company has got the ISIN from CDSL viz. INE04VT01017.

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34. Acknowledgement

The Directors acknowledge with pleasure the valued co-operation and continued supportextended to the Company.

The Directors are also happy to place on record their thanks to various departments ofGovernment of Maharashtra and Municipal Authorities like Nashik Municipal CorporationMaharashtra State Electricity Distribution Co. Ltd. Maharashtra State Road TransportCorporation for their valuable co-operation.

For and on behalf of the Board of Directors

Chetan Giridharlal Batavia
Chairman
Place : Nashik
Date: 20.08.2020

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