Asia Pack Ltd Management Discussions.

To the Members,

The Directors present the Annual Report of Asia Pack Limited (the Company or APL) along with the Audited Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS

The financial results for the year ended 31 March, 2019 the profit before tax Rs. 17.53 Lakhs in compare to previous year Rs. 9.83 Lakhs an increase of 78% and after tax profit an increase of 45% and the corresponding figures are as under:

(Rs. In Lakhs)
Particulars 2018-19 2017-18
Total Revenue 77.36 162.65
Total Expenditure 59.83 152.82
Profit/(Loss) before Tax, Exceptional and Extraordinary Items 17.53 9.83
Profit/(Loss) before Tax 17.53 9.83
Taxes-Deferred Tax 5.95 1.82
Profit/ (Loss) after tax 11.58 8.01
Other comprehensive income (OCf) (0.34) 1.99
Total Comprehensive income for the period 11.24 10 00
Profit/ (Loss) for the period 11.24 10.00
Earnings per share 0.44 0.30

2. STATE OF COMPANYS AFFAIRS AND PERFORMANDE

Your Company is engaged in the trade of paper, duplex, and packing related products in India. The Company is engaged in Trading Activity. The Company has substantial revenue from Rental of Properties and Interest during the Year.

3. DIVIDEND AND RESERVES

Your Company has decided not to recommend any dividend for the year under review and the company has not transferred any amount to the General Reserve.

4. DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public during the year under review-

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there is no change in the capital structure of the Company.

6. CHANGE IN THE NATURE OF BUSINESS:

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

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately and forming part of this Report.

8. CORPORATE GOVERNANCE REPORT

In Compliance with Regulation 34 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate GOVERNANCE along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, joint Venture or Associate Company as on 31sl March, 2019.

10. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9, for the financial year ended 31st March, 2019 is given as Annexure-A to this report.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and in compliance with the applicable provisions of the act and the regulations.

There are no material significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arms length basis, Form AOC-2 is not applicable to the Company

Tire Board adopted a policy on related party transactions and the same is available on Companys website at the following link:

http://asiapackUd.com/Content/UPLOADED/media0921700102.pdf

12. DIRECTOR AND KEY MANAGEMENT PERSONNEL (KMP)

Pursuant to Section 152 of the Companies Act, 2013, Mr. Revant Purbia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board re-commends Iris re-appointment at the ensuing AGM.

Pursuant to the provisions of the Companies Act, 2013, the shareholders in the 291 Annual General Meeting of your Company held on 30th September, 2014 appointed Mr. Kulbir Singh Pasrieha and Mr. Sunil Upadhayay as an Independent Non-Executive Director to hold office for five consecutive years for a term upto ensuing Annual Genera! Meeting. Mr. Kulbir Singh Pasricha and Mr. Sunil Upadhayay are eligible for re-appointment as an Independent Nonexecutive Director for a second term of five consecutive years.

Pursuant to the provisions of the Act, based the board recommends for the approval of the Members through a Special Resolution in the 34* AGM of your Company, the re-appointment of Mr. Kulbir Singh Pasricha and Mr. Sunil Upadhayay as an Independent Non- Executive Director for second term of five consecutive years from the date of ensuing Annual General Meeting.

Brief resume of director seeking appointment/ re-appointment along with other details as stipulated under SEBI Listing (Obligation and Disclosure Requirements) Regulations, 2015 is provided in tire Notice for convening in Annual General Meeting,

During the year under review, there has been no change in the board of directors of the company. Details of KMP are as under:

S.N. Name Designation
1 Mr. Revant Purbia Chief Financial Officer (CFO)
2 Mr. Jitendra Purohit Chief Executive Officer (CEO)
3 Mr. Ashok Ranjan Mishra Company Secretary (CS)

Further to state that there has been rio change in the Key Managerial Personnel during the year under review.

13. NUMBER OF MEETING OF THE BOARD

During the year under review the Board of Directors met 4 (Four) times. The details of the meetings of the Board of Directors of the Company convened during the financial year 2018-19 are given in the Corporate GOVERNANCE Report which forms part of this Annual Report.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing (Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performande, board committees and individual directors. The performande of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of hoard processes, manner of conducting the meetings, value addition of the Board members and corporate GOVERNANCE eto. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5lh January, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performande of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like attendande of the directors in the meetings, their contribution & inputs, qualification and expertise eto.

15. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes, independence of a director and policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Management personnel of the Company are disclosed in the Corporate GOVERNANCE Report forming part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification^) or re- enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

a) in the preparation of the annual accounts for the year ended 31s‘ March, 2019, the applicable accounting standards have been followed along with proper explanation relating material departures, if any;

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 3h‘ March 2019 and of the profit of the Company for the year ended 3151 March, 2019;

c) directors have taken proper ard sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

I he 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.

18. AUDIT COMMITTEE

The composition of the Audit Committee is provided in the Corporate GOVERNANCE Report forming part of this report.

19. AUDITORS AND AUDITORS REPORT

(a) Statutory Auditors

As per Section 139 of the Companies Act, 2013 read with the Companies (Audit arid Auditors) Rules, 2014 the Members of the Company in 32nd Annual General Meeting approved the appointment of M/s Vinod Singhal & Co., 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 37,h 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.

The Auditors Report for the financial year ended 31st March, 2019 does not contain any reservation, qualification or adverse remark. Information referred in Auditors Report are selfexplanatory and dont call for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 30*h May, 2019. The Company has appointed M/s. B.L Harawat & Associates, Company Secretaries in Practice, Udaipur, (CP No-3326) as the Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2019-2020.

The Company has received consent from Mr. B.L. Harawat to act as the auditor for conducting Secretarial Audit of the Company for the financial year ending 31st March, 2020.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year ended 31st March, 2019 is set out in Annexure-B to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Internal Auditor

As per Section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, every Listed Company is required to appoint Internal Auditor to carry out Internal Audit of the Company. In consonande with the requirements of Section 138 of the Companies Act, 2013 and rules made there under, M/s Abhishek Gelra & Associates, Chartered Accountants, Rajsamand, (Firm Registration No. 021265C) was appointed to conduct the internal audit of the Company for the financial year 2019-20. No major internal audit observations were observed durirg the period under review.

20. EXPLANATION OK COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports. The Auditors Report are selfexplanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

21. RISK MANAGEMENT POLICY

Risk Management Policy is mandatory applicable to top 500 companies, hence the company is not required to have the Risk Management 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 enhande the Companys competitive advantage. The risk management system defines the risk management approach across the enterprise at various levels including documentation and reporting.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

I he 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

i.e. http://asiapackltd.com/Content/UPLOADED/media0921700105.pdf

During the year, no whistle blower event was reported and mechanism is functioning well. No personnel lt as been denied access to the Audit Committee.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified on 9l!l December, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at work place of any women employee,

In terms of the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee During the financial year ended 31s1 March 2019, the Company did not receive any compliant and no compliant was pending at beginning and at the end of the year.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

25. PARTICULARS OF LOANS, GL ARANTEES AND INVESTMENT

The particulars of loans, guarantees and investments covered under the provisions o: section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employee of the Company is given in Annexure-C forming part of this Report.

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

I he Provision of section 134 (3) (m) of the Companies Act, 2013 do not apply to your Company. Further to state that there was no foreign exchange inflow and outflow during the year under review.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

29. CAUTIONARY STATEMENT:

Statements in this Directors Report & Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations, Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company s operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other andillary factors.

30. APPRECIATION:

Your Company has completed 34 eventful years of its existence in this Country, Very few brands continue to remain relevant and become iconic over such a long passage of time, Your Directors are proud of this rich heritage and thank all our stakeholders who have contributed to the success of your Company.

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board of Directors

For Asia Pack Limited
Sd/- Sd/-
Name Prakash Chandra Purohit Name: Revant Purbia
Date: 30th May, 2019 Designation: Director Designation Director
Place: Nathdwara DIN:01383197 DIN 02423236