To,
The Members,
THAKKERS GROUP LTD
(Earlier known as ASIAN FOOD PRODUCTS LIMITED)
7, Thakkers, Near Nehru Garden,
Nashik 422001
Your Directors have pleasure in presenting the 55th Annual Report of the
Company together with the Audited Statement of Accounts for the year ended 31st March,
2023.
We are thrilled to share some significant updates regarding Thakkers Group Ltd that
mark important milestones in our journey.
Firstly, we are delighted to announce that the trading suspension of Thakkers Group Ltd
on the Bombay Stock Exchange has been lifted, effective from March 31st, 2023 & allows
to trade from April 10th, 2023. This development reflects our commitment to maintaining
transparency and providing our stakeholders with opportunities to participate actively in
our companys growth.
Secondly, we are pleased to inform you that our company has undergone a name change.
Formerly known as Asian Food Products Ltd, we have embraced a new identity as Thakkers
Group Ltd. This transformation has been formalized through an Approval Certificate from
the Registrar of Companies, Mumbai, dated May 25th, 2023. This change resonates with our
evolving vision and expanded scope of operations, and we are excited to embark on this new
phase with our renewed name.
. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL STATEMENT:
During the year company has started business operations by investing the funds in
different area as per the objects of the Company. The reflections from the investments
prima facie will starts from the Financial Year 2023-24. The detailed statements are the
part of this Annual Report.
b. OPERATIONS AND PROSPECTS:
By the approval of members in the last Annual General Meeting regarding the amendment
of object clause, Company have marching to their object of Hospitality, Real Estate &
constructions etc.
c. DIVIDEND:
With a view to conserve resources, your Directors have thought it prudent not to
recommend any dividend for the financial year under review
d. UNPAID DIVIDEND & IEPF:
The Company has not transferred any amount to the Investor Education & Protection
Fund (IEPF) as Company had not declared any dividend in past 7 years and no amount is
lying in Unpaid Dividend A/c of the Company.
e. TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review, your Company did not have any subsidiary, associate and
joint venture company.
g. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
h. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to in Section 188(1) of
Companies Act, 2013 entered by the Company with related party (ies) as defined under the
provisions of Section 2(76) of the Companies Act, 2013, during the financial year under
review, are furnished in Form AOC-2 and is attached as Annexure I and forms part of
this Report.
i. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure II which forms part of this Report.
j. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 17 to 27, clause (b) to (i) of Regulation 46 and Para C, D &
E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements), 2015, the
corporate governance report together with Auditor certificate on compliance of the same is
annexed hereto and marked as Annexure III And Management Discussion and Analysis
report as Annexure IV
k. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of
the Annual Return for the financial year ended 31st March, 2023 as referred in Section
92(3) in MGT-7 format on the below mentioned web-address:- www.asianfoodproduct.in.
l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
The Company has not made any loans, guarantees and investments covered under section
186 of the Act.
m. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Companys financial position, have occurred between the end of the
financial year of the Company and date of this report.
n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for
inefficiency or inadequacy of such controls.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
During the Financial Year Mr. Abhishek Narendra Thakker has resigned from the Board
w.e.f. 15th of June, 2022 & to fulfill the vacancy Mr. Gaurav Jitendra
Thakker has join the Board as position of Additional Director on the same day. Members of
the Company by passing the resolution in the Annual General meeting dated 15th
of September, 2022, regularized Mr. Gaurav Jitendra Thakker as the Director of the
Company.
Being holding the major position, Mr.Gaurav Jitendra Thakker has resigned the post of
Chief Financial Officer (CFO) of the Company w.e.f. 15th day of June, 2022. To
fulfill this vacancy Board appointed capable candidate Mr. Khushal Chetan Batavia as the
new Chief Financial Officer (CFO) of the Company on same day.
i. Retirement by rotation
In accordance with the provisions of the Act, none of the Independent Directors were
liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Chetan Giridharlal
Batavia is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. The Board of Directors recommends the
reappointment of Mr. Chetan Giridharlal Batavia as a Director of the Company. The detailed
profile of Mr. Chetan Giridharlal Batavia, recommended for re-appointment is mentioned in
the Notice for the AGM in pursuance to Secretarial Standards-2 and Regulation 36 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received the following declarations from all the Independent Directors
confirming that:
• They meet the criteria of independence as prescribed under the provisions of the
Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of
the Listing Regulations.
• In terms of Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules,
2014, they have registered themselves with the Independent Directors database
maintained by the Indian Institute of Corporate Affairs, Manesar.
• In terms of Regulation 25(8) of the Listing Regulations, they are not aware of
any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties.
• In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors
has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing
Regulations by the Independent Directors of the Company.
• None of the Directors of the Company are disqualified for being appointed as
Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
3. DISCLOSIRES REALTEED TO BOARD, COMMIITTEES AND POLICIES:
a. BOARD MEETINGS:
The Board of Directors met 7 times during the financial year ended 31st March, 2023 in
accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
The details the meetings of the Board and its Committees held during the year under
review are stated in the Corporate Governance Report Annexure III
The Company has complied with the applicable Secretarial Standards in respect of all
the above Board meetings.
b. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 are as follows:
| Mr. Pravin N. Wani |
Chairman |
| Mr. Dhimant N. Kakkad |
Member |
| Mrs. Gauri A. Thakker |
Member |
For details of the Audit committee meetings held for the financial year 2022-23 and
powers & role of the Audit Committee are included in the Corporate Governance Report Annexure
III.
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee of Directors was constituted pursuant to
the provisions of Section 178 of the Companies Act, 2013 are as follows:
| Mr. Pravin N. Wani |
Chairman |
| Mr. Dhimant N. Kakkad |
Member |
| Mr. Subhash N. Dhoot |
Member |
For details of the Nomination & Remuneration committee meetings held for the
financial year 2022-23 and powers & role of the Nomination & Remuneration
Committee are included in the Corporate Governance Report Annexure III.
In terms of the applicable provisions of the act, read with the rules framed thereunder
and the SEBI Regulations, the Board has placed a policy for appointment, removal and
remuneration of Directors, Key Managerial Personnel and Senior Managerial personnel and
also on Board diversity, succession planning and Evaluation of Directors. The remuneration
paid to Directors, KMP of the company are as per the terms laid down under NRC Policy of
the company.
The salient features of the Remuneration Policy and changes therein are attached as Annexure
III and the Remuneration Policy is available on Companys website and can be accessed
in the link provided herein below: www.asianfoodproduct.in.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 are as follows:
| Mr. Subhash N. Dhoot |
- Chairman |
| Mr. Gaurav J. Thakker |
- Member |
| Mr. Chetan G. Batavia. |
- Member |
For details of the meetings held for the financial year 2022-23, please refer to the
Corporate Governance Report, which forms part of this report in Annexure III.
e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Board of Directors.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
f. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Companys businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision making pertaining to all business
divisions and corporate functions. Key business risks and their mitigation are considered
in the annual/ strategic business plans and in periodic management reviews.
g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
The Board has carried out an annual performance evaluation of its own performance, and
of the directors individually, as well as the evaluation of all the committees i.e. Audit,
Nomination and Remuneration, Stakeholders Relationship, Committee of Directors.
The Board adopted a formal evaluation mechanism for evaluating its performance and as
well as that of its Committees and individual directors, including the Chairman of the
Board the exercise was carried out by feedback survey from each directors covering Board
functioning such as composition of Board and its Committees, experience and competencies,
governance issues etc. The separate exercise was carried out to evaluate the performance
of individual directors including the Chairman of the Board who were evaluated on
parameters such as attendance, contribution at the meeting etc.
h. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, pursuant to Section 135 of the Companies Act, 2013, as
the company does not fall under the threshold mentioned in Section 135, Hence Company not
liable to do its Corporate Social Responsibility Expenditure.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH
2023:
The observations / qualifications / disclaimers made by the Statutory Auditors in their
report for the financial year ended 31st March, 2023 read with the explanatory notes
therein are selfexplanatory and therefore, do not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.
Further there is no qualification made by the statutory auditor of the Company and
issued unmodified opinion.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2023:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates
to obtain Secretarial Audit Report from Practicing Company Secretary. CS Ashok Surana, had
been appointed to issue Secretarial Audit Report for the financial year 2022-23
The Secretarial Audit Report issued by CS Ashok Surana, Practising Company Secretaries
in Form MR-3 for the financial year 2022-23 forms part to this report. The said
report does not contain any observation or qualification requiring explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013.
c. INTERNAL AUDITOR:
M/s. S.S. Dhoot & Company, Chartered Accountants is the Internal Auditor of the
company& the reports are reviewed by Audit Committee time to time.
d. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s Karwa Malani Kalantri & Associates (Firm
Registration No. 136867W), Chartered Accountants, appointed as the Statutory auditors of
the Company by the Board. Board recommends to regularize & appoint them for further
period of Five years till the conclusion of AGM to be held in the F.Y. 2026-27.
Their appointment was subject to ratification by the Members at every subsequent AGM
held after the AGM held on September 15, 2022. Pursuant to the amendments made to Section
139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May
7, 2018, the requirement of seeking ratification of the Members for the appointment of the
Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking
ratification of the Members for continuance of their appointment at this AGM is not being
sought.
The Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and
Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for
the time being in force), from M/s Karwa Malani Kalantri & Associates, Chartered
Accountants. Further, they have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required
under the Listing Regulations.
e. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules.
f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
4. DIVIDEND DISTRIBUTION POLICY:
As per SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015,
Company formulate the Dividend Distribution Policy. Accordingly, the policy was adopted to
set out the parameters that would be taken on account by the Board. The policy is
available on website of the Company www.asianfoodproduct.in.
5. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts)
Rules, 2014 are furnished as under:
a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact
on the going concern status and the Companys operations in future.
b. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31st March, 2023, the Board of
Directors hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. such accounting policies have been selected and applied consistently and the
Directors 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 31st March, 2023 and of
the profit/loss of the Company for that year;
iii. proper and sufficient care was taken 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;
iv. the annual accounts of the Company have been prepared on a going concern basis
v. the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 the company has received Complaints which are enunciated below:
| Sr. No. |
Number of Complaints received |
Date of receipt of Complaints |
| NA |
NA |
NA |
d. DISCLOSURE UNDER SECTION 43(aMiil OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
e. DISCLOSURE UNDER SECTION 54(1Hd) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f. DISCLOSURE UNDER SECTION 62(1Hb) OF THE COMPANIES ACT, 2013:
The Company has not issued equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1)(b) of the
Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
h. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 :
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.
i. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT :
There was no instance of onetime settlement with any Bank or Financial Institution.
6. ACKNOWLEDGEMENTS AND APPRECIATIONS:
Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/ associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.
| For and on behalf of the Board of Directors |
|
| Thakkers Group Ltd |
|
| (Earlier known as Asian Food Products Limited) |
|
| Chetan Giridharlal Batavia |
Gaurav Jitendra Thakker |
| Director |
Director |
| DIN-00400700 |
DIN-01587854 |
| Place: Nashik |
|
| Date: 12/08/2023 |
|
+91-9892691696
