Asian Food Products Ltd Directors Report.

To,

The Members,

ASIAN FOOD PRODUCTS LIMITED.

Mumbai.

The Board of Directors hereby submits the report of the business and operations of the Company along with the audited financial statements, for the financial year ended March 31, 2019.

1. Financial Statement:

During the year company has not carried business operations.

2. Dividend:

Board does not recommend any dividend for the year 2018-19.

3. Share Capital:

The Paid Up Equity Share Capital stood as on March 31, 2019 is of Rs. 15,832,500/- (Rupees One Crore Fifty Eight Lakhs Thirty Eight Thousands Five Hundred Only). During the year there were no variation in the Authorized & Paid up share capital.

4. Operations and prospects:

Under the banner of Asian Food Products Ltd, it is intended to take up agro base industries and plantation as its main operations. It is also intended to suitably expand these activities whenever they have been started initially.

5. Public Deposit:

During the Financial Year 2018-19, the Company had not accepted any deposits within the meaning of the provisions of Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.

6. Insurance:

The company has insured all assets of the company.

7. Particulars Of Loans, Guarantees Or Investments

During the Financial Year 2018-2019, The Company has not provided any loan or has not given any guarantee.

8. Merger And Amalgamation

No merger and amalgamation took place during the financial year.

9. Material Changes

No material changes occurred during the year.

10. Internal Control System

Company has no business operations except investment in land. The Company has an adequate internal control system commensurate with the size and nature of business,.

11. Corporate Social Responsibility

The Company is not liable to provide for Corporate Social responsibility under 135 of the Companies Act, 2013,

12. Conservation of energy, technology absorption

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

13. Foreign Exchange Earnings And Outgo

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

14. Directors & Key Managerial personnel

In compliance with the provisions of Section 149,152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors), Rules, 2014 Mr. Dhimant Nathalal Kakkad, Mr. Subhash Nandalal Dhoot & Mr. Pravin Nimba Wani have been appointed as Independent Directors on the Board of the Company. Mr. Abhishek Narendra Thakker & Mrs Gauri Abhishek Thakker are husband & wife. This the only inter se relation between the Directors.

Mr. Chetan Giridharlal Batavia Directors of the Company is seeking for his reappointment. The brief resume of them as under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking‘re-appointment is as follows :

Your Directors recommend their re-appointment.

Sr.No Particulars
1 Name Chetan Giridharlal Batavia
2 DIN 00400700
3 Date of Birth 15.09.1962
4 Date of Appointment 29.07.2006
5 Date of Reappointment 25.09.2019
6 Expertise in area Estate Dealing, Land Developing 8c Construction Activities
7 Directorship in other Public Ltd Co. -
8 Membership of Committee -
9 No. of Shares held in the Co. 75000

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

Mr. Subhash Nandlal Dhoot, Independent Director of the Company have been completed his tenure of Five years. He is eligible for reappointment & offers himself for the same. Pursuant to the provisions of the Companys Act, 2013 & by passing the Special Resolution, Board recommend his re appointment. There is no inter-se relationship between him & other Directors.

Sr.No. Particulars Details
1 Name Subhash Nandlal Dhoot
2 DIN 00336639
3 Date of Birth 10.04.1953
4 Date of Appointment 22.09.2014
5 Expertise in area Marketing Activities
6 Directorship in other Public Ltd Co. -
7 Membership of Committee -
8 Chairman of Committee -
9 No. of Shares held in the Co. -

During the year Mr. Gaurav Jitendra Thakker 8c Mrs. Gauri Abhishek Thakker are appointed as Chief Executive Officer 8c Chief Financial Officer respectively.

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

Event after 31st March, 2019

Further Ms. Mercy Susan Paulose is appointed as Company Secretary & Compliance Officer of the Company on 01st of April, 2019 i.e. after the end of Financial Year.

15. Directors Responsibility Statement

a. In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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 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.

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. Auditors And Auditors Report Statutory Auditor

M/s S.R. Rahalkar & Associates, Chartered Accountants (ICAIFRN 108283W) were appointed as Statutory Auditors of the Company for a period up to the Annual general Meeting which will be held for the Financial Year 2021-22, at the Annual General Meeting (AGM) of the Members held on September 25,2018 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on September 25, 2018. 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 Auditors report to the shareholders on the financials for the year ended March 31, 2019 does not contain any qualification, observation or adverse comment.

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.

Secretarial Audit & Report

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

17. Familiarization Programme for Independent Directors

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

18. 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.

19. Related Party Transaction

During the Financial Year 2018-19, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies (Specification of Defination Details) Rule, 2014 which were in the Ordinary Course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Therefore there is no requirement of AOC-2 as per the Companies Act, 2013. The policy is available on the website of the Company - www.asianfoodproduct.in.

20. Subsidiary And Associate Concerns

At the beginning & at the end of the year, there is no any Associate or Subsidiary Company of Asian Food Products Ltd.

21. Vigil Mechanisms

The Company believes in promoting fair, transparent, ethical and professional work environment. The Board of Directors of the Company Pursuant the Provisions of Section 177 of the Companies Act 2013 and SEBI (LODR) Regulations 2015, has framed "Whistle Blower Policy", for Directors and employees of the Company for reporting the genuine Concerns or grievances or cases of actual or suspected fraud or violations of the Companys code of conduct and ethics Policy, The whistle Blower Policy of the Company is available on the Companys Website.

22. Particulars Of Employees

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

23. Corporate Governance: And Management Discussion And Analysis Report

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

24. Audit Committee

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

25. Nomination & Remuneration Committee

During the Financial year Company have formed the Nomination & Remuneration Committee, All the members of the Company are Independent Directors of the Company.

26. Investor Relations

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

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

As there are no employees; in the Company, there is no requirement to mention the mediation remuneration of the employees to each Director of the Company for this financial year. Also the directors have waived their salaries/remuneration by giving the correspondence.

28. Extract Of Annual Return

The details forming part of extract of Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as annexed to this report. MGT-9 is available on the website of the Company www.asianfbodproduct.in.

29. Business Risk Management

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

30 Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Even though, there are no employees in the Company, the Company has drafted and adopted above mentioned policy.

31. Number Of Board Meetings Held During The Year

The Board has met Five times during the Financial Year 2018-19. The four meetings were held for the declaration of financial results & one for the general business. The details of the number of Board meetings of the Company are set out in the Corporate Governance Report which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

32. Performance Evaluation

The Board has carried out evaluation of its own performance, the directors individually and evaluation of working of the committees of the Board during the financial year 2018-19. The structured evaluation process contained various aspects of the functioning of the Board and its committees, number of committees and their roles, frequency of meeting, level of participation, and independence of judgment, performance of duties and obligations and implementation of good corporate governance practices.

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

33. Suspension of Securities from the BSE

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

34. Acknowledgement

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

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

For and on behalf of the Board of Directors
Place: Mumbai Chetan Giridharlal Batavia
Date : 22.08.2019 Chairman