Asia Pack Ltd Directors Report.

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "APL"), along with the audited financial statements, for the financial year ended March 31, 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial results for the year ended 31st March, 2021 and the corresponding 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 14,55,000 9,60,000
Other Income 58,72,527 92,40,037
Profit/ (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense 23,73,493 39,61,888
Less: Depreciation/ Amortisation/ Impairment 6,69,441 7,06,455
Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense 17,04,052 32,55,433
Less: Finance Costs - 9,202
Profit/(Loss) before Exceptional items and Tax Expense 17,04,052 32,46,231
Add/(less): Exceptional items - -
Profit/(Loss) before Tax Expense 17,04,052 32,46,231
Less: Tax Expense (Current & Deferred) 7,24,220 10,61,273
Profit/(Loss) for the year (1) 9,79,832 21,84,958
Other Comprehensive Income/(Loss) (2) 11,080 (1,52,836)
Total (1+2) 9,90,912 20,32,122
Balance carried forward 9,90,912 20,32,122

2. AMOUNT TRANSFER TO RESERVE:

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

3. DIVIDEND:

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

4. CORPORATE OVERVIEW AND THE STATE OF THE COMPANYS AFFAIRS:

The Company is presently engaged in real estate business. The Company has substantial revenue from Rental of Properties and Interest during the year. The company total revenue of Rs. 73,27,527/- in current year as compare to previous year Rs. 1,02,00,037/-. Profit after tax for the year ended was Rs. 9,90,912/-, as compare to Rs. 20,32,122/-, in the previous year.

5. CHANGES IN THE NATURE OF BUSINESS:

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

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the 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. 2,63,74,200/- (Rupees Two Crore Sixty Three Lakh Seventy Four Thousand Two Hundred Only) divided into 26,37,420 (Twenty Six Lakh Thirty Seven Thousand Four hundred Twenty) equity shares of Rs. 10/- (Rupees Ten) each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2021, none of the Directors of the Company hold instruments convertible 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 during the 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 seven years, 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 RESIGNED DURING THE YEAR:

The Board of Directors of your Company as on date of this report comprises of four directors, of which one (1) is an Executive Additional Director cum CFO and Two (2) are Independent Directors. Rest of the One (1) director is Non-Executive & NonIndependent Director.

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

During the year under review and till the date of this report, there were following changes 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 Officer w.e.f. 31st July, 2020.

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

c. Mrs. Prabhjeet Kaur was re-appointed as an Independent Non-Executive Director of the Company for a second term of five consecutive years with effect from 26th March, 2020 to 25th March, 2025 at the 1st Extraordinary General Meeting of 201920 of the Company was held on Thursday, 11th June, 2020 [which was originally convened on 25th March, 2020 and rescheduled due to COVID-19 pandemic outbreak].

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

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

The Board is of the view that the appointment of Mr. Pushpendra Jain on the Companys Board as Director is desirable and would be beneficial to the Company. Hence, on the recommendation of Nomination and Remuneration Committee, Board of Directors proposes to appoint Mr. Pushpendra Jain as Director of the Company.

Brief resume of directors seeking appointment/re-appointment along with other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is separately disclosed 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 Company confirming that:

a. they meet the criteria of independence prescribed under the Act and the Listing Regulations 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 due compliance the provisions of Section 173 of the Companies Act, 2013. The meeting details are 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 in the 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 held during the year, are provided in the Report on Corporate Governance, forms integral part of this Report.

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

Evaluation:

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations.

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

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, 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 by the Securities and Exchange Board of India on January 5, 2017. The Chairman of the Board had one-to-one meeting with the Independent Directors (IDs) and the Chairman of NRC had one-to-one meeting with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

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

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

In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed.

In the coming year, the Board intends to enhance focus on sustainability and digital interventions.

13. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of 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, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on accrual basis under the historical cost convention. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs and profit/(loss) for the year ended March 31, 2021. To the best of knowledge and belief and according to the information and explanations 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, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit/loss of the Company for the year ended on that date;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating efficiently.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

16. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

17. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The audit committee of the Board of Directors and the internal auditors reviews the adequacy and effectiveness of the internal control system and suggest the improvements to strengthen the same.

During the period under review, such controls were tested and no reportable weakness in their working has been discovered.

For Report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Company Act, 2013, members may refer to Annexure A to the Independent Auditors Report, on the financial statements of the Company which forms part of this Annual Report.

18. DETAILS OF FRAUD REPORT BY AUDITOR:

During the financial year 2020-21, the Auditors has not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed 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 31st March, 2021. Further no company become or ceased as subsidiary, joint ventures or associate company during the year under review.

20. DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under and as such, no amount on account of principal or interest on deposits was outstanding as on the date 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 of section 186 of the Companies Act, 2013 form part of the notes to Financial Statements provided 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 also available 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 Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. All related party transactions are placed before the Audit Committee for review and approval.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms length basis. There are no material significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

In view of the above, the requirement of giving particulars of contracts/arrangements/transactions made with related parties, in Form AOC-2 are not applicable for the year under review.

Members may refer to note no. 21 (VII) to the financial statement which sets out related party disclosures pursuant to Indian Accounting Standard-24.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 (1) of the Companies Act, 2013, are not applicable to the Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosures pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, are not applicable to your company during the year under review.

25. RISK MANAGEMENT POLICY:

As per Regulation 21 (5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk Management committee is mandatorily applicable to top 1000 companies and your company do not fall under the same, hence the company is not required to constitute such committee; however, the Company has its own procedure for identifying the various business risks and seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The risk management system defines the risk management approach across the enterprise 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 unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The policy provides systematic mechanism to report the concerns and 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 functioning well. 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/ Tribunals that 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 and Auditors) Rules, 2014 the Members of the Company in 32nd Annual General Meeting approved the appointment of M/s Vinod Singhal & Co LLP., Chartered Accountants (Firm Registration Number: 005826C), as the Statutory Auditors of the Company for 5 years from the 32nd Annual General Meeting (AGM) till the conclusion of the 37th Annual General Meeting of the Company. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been omitted with effect from May 7, 2018.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company 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 the secretarial 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 Company Secretary, (CP NO 3326) to act as the Secretarial Auditor for auditing the secretarial and related 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 statutory requirement imposed for mandatorily according to the size and nature of the business.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS 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 by the Listing Regulations, Auditors certificate on corporate governance is enclosed as Annexure-2 to the Boards report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure-3 to the Boards report in this Annual Report.

30. COMPLIANCE WITH SECRETARIAL STANDARD:

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

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 Companys website 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 doesnt applicable on the Company.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance on Sexual Harassment at workplace. During the year under review 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 AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status 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 valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks 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 the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, 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