asia pack ltd Directors report

Dear Members,

The Board of Directors are pleased to present 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, 2023 in compliance with the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial results for the year ended 31^st March, 2023 and the corresponding figures for the last year are as under:

(Amount in Rupees)

Particulars	Current Financial Year 2021-22	Previous Financial Year 2021-22
Revenue from Operations	5,20,000	5,00,000
Other Income	66,70,868	58,04,562
Profit/ (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	32,42,799	26,33,362
Less: Depreciation/ Amortisation/ Impairment	5,30,549	6,64,469
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense	27,12,250	19,68,893
Less: Finance Costs	-	-
Profit / (Loss) before Exceptional items and Tax Expense	27,12,250	19,68,893
Add / (less): Exceptional items	-	-
Profit / (Loss) before Tax Expense	27,12,250	19,68,893
Less: Tax Expense (Current & Deferred)	6,,00,496	78,407
Profit / (Loss) for the year (1)	21,11,754	18,90,486
Other Comprehensive Income / (Loss) (2)	(2,160)	14,040
Total (1+2)	21,09,594	19,04,526
Balance carried forward	21,09,594	19,04,526

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 companys total income of Rs. 71,90,868/- in current year as compare to previous year Rs. 63,04,562/-. Profit after tax for the year ended was Rs. 21,09,594/-, as compared to Rs. 19,04,526/- 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, 2023 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, 2023, 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 Director and Chief Financial Officer and Two (2) are Independent Directors. 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. Prakash Chandra Purohit, 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. Further, 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. Ms. Ankita Mata resigned from the office of the Company Secretary and Compliance officer of the Company w.e.f. 05^th day of December, 2022 and Mr. Lakshit Samar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 06^th day of December, 2022.

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. Pushpendra Jain	Chief Financial Officer (CFO)
2	Mr. Jitendra Purohit	Chief Executive Officer (CEO)
3	Mr. Lakshit Samar	Company Secretary (CS) and Compliance Officer

10. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of Company have given confirmation/ declaration to the Board that they meet with the criteria of Independence and are Independent in terms of Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also they have registered their names in the Independent Directors Databank.

11. MEETING OF INDEPENDENT DIRECTORS:

Independent Directors of the Company met on 11^th November, 2022 during the year under review to discuss the following matters:

• Review the performance of the non-independent Director and the board as whole.

• Review the performance of the chairperson of the Company, taking into account views of the Executive Director and Non-Executive Directors

• Assess the quality, quantity and timeliness of the flow of the information between the Company management and the board that is necessary for the board to effectively and reasonably perform the duties.

12. BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the Meetings.

Total Seven (07) Board Meetings were held during the year under review after due compliance the provisions of Section 173 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, details of attendance of Directors at the Board Meetings during the financial year 2022-2023 and at the last Annual General Meeting held on September 27, 2022 are given below:

	Attendance of Board Meetings / Meetings Attended
Date of Board Meetings	Mr. Prakash Chandra Purohit	Mr. Pushpendra Jain	Mrs. Prabhjeet Kaur	Mr. Sunil Upadhayay
01-April-2022	Attended	Attended	Attended	Attended
30-May-2022	Attended	Attended	Attended	Attended
09-Aug-2022	Attended	Attended	Attended	Attended
11-Nov-2022	Attended	Attended	Attended	Attended
05-Dec-2022	Attended	Attended	Attended	Attended
10-Feb-2023	Attended	Attended	Attended	Attended
08-Mar-2023	Attended	Attended	Attended	Attended

The attendance of the Directors in the 37^th Annual General Meeting of the Company is given below:

	Attendance of Directors in the Annual General Meeting of the Company
Date of Annual General Meeting	Mr. Prakash Chandra Purohit	Mr. Pushpendra Jain	Mr. Sunil Upadhayay	Mrs. Prabhjeet Kaur
27-Sept-2022	Attended	Attended	Attended	Attended

13. COMMITTEES OF THE BOARD:

Your Board informs that as per the requirement of applicable provision of the Companies Act, 2013 and Rules made thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company have Constituted following Committee(s) with the optimum combination of Directors:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

Your Board informed that as per the requirement of applicable provision of the Companies Act, 2013 and Rules made thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company have Constituted Audit Committee with optimum combination of Directors as members following are the details of the Audit Committee of the Company:

A) Composition of the Committee:

S. No.	Name of Person	Category	Designation in Committee
1.	Mrs. Prabhjeet kaur	Non-Executive Independent Director	Chairperson
2.	Mr. Sunil Upadhyay	Non-Executive Independent Director	Member
3.	Mr. Prakash Chnadra Purohit	Non- Executive professional Director	Member

(B) Particulars of the meetings and attendance of the members during the year are as follows:

Total Six (6) Audit Committee Meetings were held during the year under reviews and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings. Disclosure as required by Secretarial Standard 1 (SS-1) related to dates of Meetings held during the financial year and number of Meetings attended by each Director are given below:

Date of Meetings	Attendance in the Meeting(s) held during the year 2022-23
	Mr. Prakash Chandra Purohit	Mr. Sunil Upadhayay	Mrs. Prabhjeet Kaur
01.04.2022	Yes	Yes	Yes
30.05.2022	Yes	Yes	Yes
09.08.2022	Yes	Yes	Yes
11.11.2022	Yes	Yes	Yes
10.02.2023	Yes	Yes	Yes
08.03.2023	Yes	Yes	Yes

Further, the Company Secretary and Compliance Officer of the Company attends the Audit Committee meetings and act as the secretary to the Committee and advices on compliances with applicable laws and governance.

2. Nomination and Remuneration Committee

The nomination and remuneration committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

(A) Composition of the Committee

S. No.	Name of Person	Category	Designation in Committee
1.	Mr. Sunil Upadhyay	Non-Executive Independent Director	Chairperson
2.	Mrs. Prabhjeet kaur	Non-Executive Independent Director	Member
3.	Mr. Prakash Chnadra Purohit	Non- Executive professional Director	Member

(B) Particulars of the meetings and attendance of the members during the year are as follows:

Total Two (2) Nomination and Remuneration Committee Meetings was held during the year. Disclosure as required by secretarial standard 1 (SS-1) related to dates of Meetings held during the financial year and number of Meetings attended by each Director are given below:

Date of Meeting(s)	Attendance in the Meeting(s) held during the year 2022-23
	Mr. Sunil Upadhayay	Mrs. Prabhjeet Kaur	Mr. Prakash Chandra Purohit
09.08.2022	Yes	Yes	Yes
05.12.2022	Yes	Yes	Yes

The Company Secretary and Compliance Officer of the Company attends the Nomination and Remuneration Committee meetings and acts as the secretary to the Committee and advices on compliances with applicable laws and governance

3. Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013 & Regulation 20 of the listing regulations, the Board has constituted the Stakeholders Relationship Committee. The Stakeholders Relationship Committee considers and resolves the grievances of the security holders of the Company including but not limited to complaints related to transfer of shares non-receipt of annual report and non-receipts of dividend, if any.

(A) Composition of the Committee

S. No.	Name of Person	Category	Designation in Committee
1.	Mr. Prakash Chnadra Purohit	Non- Executive professional Director	Chairperson
2.	Mr. Sunil Upadhyay	Non-Executive Independent Director	Member
3.	Mrs. Prabhjeet kaur	Non-Executive Independent Director	Member

(B) Particulars of the Meetings and Attendance of the Members during the Year are as Follows:

Total Two (2) Stakeholders Relationship Committee Meetings were held during the year. Disclosure as required by secretarial standard 1 (SS-1) related to dates of Meetings held during the financial year and number of Meetings attended by each Director are given below:

Date of Meeting(s)	Attendance in the Meeting(s) held during the year 2022-23
	Mr. Prakash Chandra Purohit	Mrs. Prabhjeet Kaur	Mr. Sunil Upadhayay
17.05.2022	Yes	Yes	Yes
10.06.2022	Yes	Yes	Yes

14. 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 NonExecutive, 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 NonExecutive 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.

15. DIRECTORS RESPONSIBILITY STATEMENT:

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, 2023, 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, 2023 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.

16. 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 as Annexure-1.

17. CORPORATE GOVERNANCE:

Your 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.

As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply, in respect of:

a. listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

b. listed entity which has listed its specified securities on the SME Exchange.

In this connection, we wish to submit that Asia Pack Limited ("the Company") falls in the ambit of exemption provided in aforesaid clause (a); hence compliance with the Corporate Governance provisions specified in aforesaid Regulations shall not be applicable to the Company. Therefore the Corporate Governance Report is not forming part of the Board Report. Further, in line with the same the Company files time to time Corporate Governance Non-applicability Certificate with the BSE.

18. 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 II to the Independent Auditors Report, on the financial statements of the Company which forms part of this Annual Report.

19. DETAILS OF FRAUD REPORT BY AUDITOR:

During the financial year 2022-23, 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

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company as on 31^st March, 2023. Further no company become or ceased as subsidiary, joint ventures or associate company during the year under review.

21. 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.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review the Company has provided Corporate Guarantee(s) of an aggregate amount of Rs. 7.14 Crores to Saraswat Co-Operative Bank Limited to secure the credit facilities availed by Miraj Entertainment Limited, a promoter group Company as per SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, 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.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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.

24. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI (LODR) 2015, Nomination and Remuneration Committee has formulated, and the Board has adopted the Companys Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission if any), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates. The policy is available on the website of the Company.

Weblink: http://www.asiapackltd.com/Index/InvestorsView/13

25. 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.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

(i) the steps taken or impact on conservation of energy	Companys operation does not consume significant amount of energy.
(ii) the steps taken by the company for utilising alternate sources of energy	Not applicable, in view of comments in clause (i)
(iii) the capital investment on energy conservation equipments	Not applicable, in view of comments in clause (i)

(b) Technology absorption:

(i) the effort made towards technology absorption	Nil
(ii) the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development	Nil

(c) Foreign exchange earnings and Outgo:

During the year, there was no foreign exchange outgo (actual outflows) and foreign exchange earned (actual inflows).

27. RISK MANAGEMENT POLICY:

In pursuant to provision of Regulation 15 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 21 (5) is not applicable to our company; 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.

28. 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

Audit Committee of your Company oversee the vigil mechanism, further during the year, no whistle blower event was reported and mechanism is functioning well further no personnel have been denied access to the Audit Committee.

29. 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.

30. AUDITORS:

STATUTORY AUDITORS:

The Members of the Company at their 37^th Annual General Meeting of the Company held on 27^th September, 2022 approved the appointment of M/s. Rakesh Ajmera & Associates, Chartered Accountants, [Firm Registration No. 013433C] as the Statutory Auditors of the Company for a period of five years from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting. The Report given by M/s. Rakesh Ajmera & Associates, Chartered Accountants, [Firm Registration No. 013433C], on the financial statement of the Company for the financial year 2022-23 is forming part of the Annual Report.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed Mr. B. L. Harawat, Proprietor of M/s. B. L. Harawat & Associates, Practicing Company Secretary, (CoP No. 3326) as the Secretarial Auditor for the Financial Year 2022-23, for auditing the secretarial and related records of the Company. The Secretarial Audit Report is enclosed herewith as Annexure 2 to this Boards Report. Further, the Board of Directors has appointed Mr. B. L. Harawat, Proprietor of M/s. B. L. Harawat & Associates, Practicing Company Secretary, (CoP No. 3326) as the Secretarial Auditor for the Financial Year 2023-24, 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, (CoP No. 3326) to act as the Secretarial Auditor for auditing the secretarial and related records of the Company for the financial year ending 31^st March, 2024.

INTERNAL AUDITOR:

During the year under review, internal auditor Mr. Abhishek Gelra, Proprietor of M/s Abhishek Gelra & Associates (M. No.: 418736), due to his pre-occupation and other commitments tendered his resignation from the position of an Internal Auditor of the Company with effect from the closure of the business hours of 16^th day of February, 2022. In view of the same on the basis of recommendation of the Audit Committee the Mr. Niilesh Kumar Jain, (M. No.: 413903), Proprietor of M/s Jain Nilesh and Company was appointed as an Internal Auditor of the Company. Further, based on the recommendation of the Audit Committee Mr. Niilesh Kumar Jain, (M. No.: 413903), Proprietor of M/s Jain Nilesh and Company was appointed as an Internal Auditor of the Company for the Financial Year 2023-2024.

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.

31. 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. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure-2 to the Boards report in this Annual Report.

32. COMPLIANCE WITH SECRETARIAL STANDARD:

During the year under review, in terms of Section 118(10) of the Companies Act, 2013, 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.

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

The Annual Return of the Company as on March 31, 2023 as provided under section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration Rules) 2014 is available on the Companys website and can be accessed at:http://www.asiapackltd.com/Index/InvestorsView/22.

34. COST RECORD:

The provision of Cost audit as per section 148 the Companies Act, 2013 doesnt applicable on the Company.

35. 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.

36. 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-3 attached thereto.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

During the year under review, the Business Responsibility Report is not applicable on your Company for the Financial year ended 2023.

38. 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.

39. OTHER DISCLOSURES:

i. 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.

ii. There was no occasion where the Board has not accepted any recommendation of the Audit Committee.

40. 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.

For and on behalf of Board of Directors

For Asia Pack Limited

	Name: Prakash Chandra Purohit	Name: Pushpendra Jain
	Designation: Director	Designation: Director & CFO
	DIN :01383197	DIN :03228950
	Address: Village-Uper Ki Oden, Teh-	Address: 8-9, Pragati Nagar,
Date: 14th August, 2023	Nathdwara, Rajsamand, Rajasthan,	Shobhagpura, Udaipur, Rajasthan,
Place: Nathdwara	India , PIN-313301	India, PIN-313011