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, 2025 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 31st March, 2025 and the
corresponding figures for the last year are as under:
Particulars |
Current Financial Year |
Previous Financial Year |
|
2024-25 |
2023-24 |
| Revenue from Operations |
21,29,142 |
8,35,168 |
| Other Income |
87,08,946 |
88,74,659 |
| Profit/ (Loss) before Depreciation, Finance Costs, Exceptional items and
Tax |
42,74,131 |
54,49,595 |
| Expense |
|
|
| Less: Depreciation/ Amortisation/ Impairment |
3,87,311 |
5,30,549 |
| Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense |
38,86,820 |
49,19,046 |
| Less: Finance Costs |
- |
- |
| Profit / (Loss) before Exceptional items and Tax Expense |
38,86,820 |
49,19,046 |
| Add / (Less): Exceptional items |
- |
- |
| Profit / (Loss) before Tax Expense |
38,86,820 |
49,19,046 |
| Less: Tax Expense (Current & Deferred) |
(1,90,373) |
12,33,001 |
| Profit / (Loss) for the year (1) |
40,77,194 |
36,86,045 |
| Other Comprehensive Income / (Loss) (2) |
2,17,70,601 |
14,40,62,517 |
| Total (1+2) |
2,58,47,795 |
14,77,48,562 |
Balance carried forward |
2,58,47,795 |
14,77,48,562 |
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 COMPANY'S 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's total income
of Rs. 1,08,38,088/- in current year as compare to previous year Rs. 97,09,827/-. Profit
after tax for the year ended was Rs. 40,77,194/- as compared to Rs. 36,86,045/- 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, 2025 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, 2025,
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
appointment as Director of the company at the ensuing Annual General Meeting. The Board
recommends his 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. Mrs. Prabhjeet Kaur (DIN: 07136767) resigned from the office of the Independent
Director of the Company w.e.f. 20th April, 2024 citing preoccupation and
personal & unavoidable circumstances.
b. Based on the recommendation of Nomination and Remuneration Committee, Mr. Kapil
Paliwal (DIN:
09841586) was appointed as an Additional Non - Executive Independent Director of the
Company w.e.f. 09th November, 2023. The Shareholders of the Company had
approved the said appointment at their 39th Annual General Meeting held on 30th
September, 2024.
c. Based on the recommendation of Nomination and Remuneration Committee, Mrs. Jyotsana
Vishnu Joshi
(DIN: 06947640) was appointed as an Additional Non - Executive Independent Director of
the Company w.e.f. 23rd March, 2024. The Shareholders of the Company had
approved the said appointment at their 39th Annual General Meeting held on 30th
September, 2024.
Independent Director resigned during the year has confirmed that there are no reasons
for her resignation other than those provided in resignation letter. The Board places on
record its sincere appreciation for her contributions and extends gratitude to Mrs.
Prabhjeet Kaur for her invaluable service as an Independent Director on the Board.
Brief resume of directors seeking appointment / re-appointment along with other details
as stipulated under Secretarial Standard 2 and Regulation 36 of the 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.
Further, 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.
They have further confirmed that they are not aware of any circumstances or situations
which exist or may be reasonably anticipated that could impair or impact their ability to
discharge their duties and that they are independent of the management.
The Independent Directors have complied with the Code for Independent Directors
prescribed in schedule IV to the Companies Act, 2013 and also they have registered
themselves with the Independent Director's Database maintained by the Indian Institute of
Corporate Affairs. Further, the Board has taken on record the said declarations after
undertaking due assessment of the veracity of the same.
11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR:
The Board of Directors have taken on record the declarations and confirmations
submitted by the Independent Directors and is of the opinion that they are persons of
integrity and possess relevant expertise and experience and their association will be of
immense benefit and in the best interest of the Company. With regard to proficiency of the
Independent Directors, ascertained from the online proficiency self-assessment test
conducted by the Institute, as notified under Section 150(1) of the Act, the Board of
Directors have taken on record the information submitted by Independent Directors that
they have complied with the applicable laws.
12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
As stipulated by Section 149 read with Schedule IV, Part III of the Companies Act, 2013
and SEBI Listing Regulations, the Company familiarises its Independent Directors on their
roles, rights, responsibilities, nature of the industry in which the Company operates,
business model of the Company, etc. They are proactively provided with relevant news,
views and updates on the Company. Further, all Independent Directors are taken through a
detailed induction and familiarization programme at the time of their appointment on the
Board of the Company. All the information/documents, if any sought by them are also shared
with them for enabling a good understanding of the Company.
13. MEETING OF INDEPENDENT DIRECTORS:
During the year under review, in accordance with the provisions of Schedule IV (Code of
Independent Director) of the Companies Act, 2013 and applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Independent Directors of the Company had a separate meeting on 30th
September, 2024 without the attendance of Non-Independent Directors and members of the
management, following matters were, inter alia, discussed in the meeting:
• Review and evaluation of performance of the non-independent Director and the
board as whole.
• Review and evaluation of 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.
All Independent Directors of the Company were present at the said Meeting.
14. 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 Four (04) 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
2024-2025 and at the last Annual General Meeting held on September 30, 2024 are given
below:
Date of Board |
|
Attendance of Board Meetings / Meetings Attended |
|
Meetings |
Mr. Prakash Chandra |
Mr. Pushpendra |
Mrs. Prabhjeet |
Mr. Kapil |
Mrs. Jyotsana |
|
Purohit |
Jain |
Kaur* |
Paliwal |
Vishnu Joshi |
| 30-May-2024 |
Attended |
Attended |
N.A. |
Attended |
Attended |
| 14-Aug-2024 |
Attended |
Attended |
N.A. |
Attended |
Attended |
| 13-Nov-2024 |
Attended |
Attended |
N.A. |
Attended |
Attended |
| 28-Jan-2025 |
Attended |
Attended |
N.A. |
Attended |
Attended |
The attendance of the Directors in the 39th Annual
General Meeting of the Company is given below: |
Date of Annual |
Attendance of Directors in the Annual General Meeting
of the Company |
General Meeting |
Mr. Prakash Chandra |
Mr. Pushpendra Jain |
Mr. Kapil Paliwal |
Mrs. Jyotsana Vishnu |
|
Purohit |
|
|
Joshi |
30-Sept-2024 |
Attended |
Attended |
Attended |
Attended |
15. 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:
At present, the Audit Committee compromises of the following:
S. No. |
Name of Person |
Category |
Designation in Committee |
| 1. |
Mr. Kapil Paliwal |
Non-Executive Independent Director |
Chairperson |
| 2. |
Mrs. Jyotsana Vishnu Joshi |
Non-Executive Independent Director |
Member |
| 3. |
Mr. Prakash Chandra Purohit |
Non- Executive Professional Director |
Member |
During the year under review and till the date of the Report, following changes were
made in the composition of the Audit Committee:
• Mrs. Prabhjeet Kaur ceased to be member of the Committee w.e.f. 20th
April, 2024 due to her resignation from the office of an Independent Director of the
Company.
• Mr. Kapil Paliwal was appointed as Chairperson of the Committee w.e.f. 13th
November, 2024 in place of Mrs. Jyotsana Vishnu Joshi.
(B) Particulars of the meetings and attendance of the members during the year are as
follows:
Total Four (04) 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 |
Attendance in the Meeting(s) held during the year
2024-25 |
Meetings |
Mr. Prakash |
Mrs. Prabhjeet |
Mr. Kapil Paliwal |
Mr. Jyotsana Vishnu |
|
Chandra Purohit |
Kaur |
|
Joshi |
| 30-May-2024 |
Yes |
N.A. |
Yes |
Yes |
| 14-Aug-2024 |
Yes |
N.A. |
Yes |
Yes |
| 13-Nov-2024 |
Yes |
N.A. |
Yes |
Yes |
| 28-Jan-2025 |
Yes |
N.A. |
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:
At present, the Nomination and Remuneration Committee compromises of the following:
Sr. No. |
Name of Person |
Category |
Designation in Committee |
| 1. |
Mr. Kapil Paliwal |
Non-Executive Independent Director |
Chairperson |
| 2. |
Mr. Prakash Chandra Purohit |
Non- Executive Professional Director |
Member |
| 3. |
Mrs. Jyotsana Vishnu Joshi |
Non-Executive Independent Director |
Member |
During the year under review and till the date of the Report, following changes were
made in the composition of the Nomination and Remuneration Committee:
• Mrs. Prabhjeet Kaur ceased to be Member of the Committee w.e.f. 20th
April, 2024 due to her resignation from the office of Director of the Company.
(B) Particulars of the meetings and attendance of the members during the year are as
follows:
Total One (01) 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 |
Attendance in the Meeting(s) held during the year
2024-25 |
Meeting(s) |
Mr. Prakash Chandra Purohit |
Mr. Kapil Paliwal |
Mr. Jyotsana Vishnu Joshi |
| 14.08.2024 |
Yes |
Yes |
Yes |
Further, 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:
At present, the Nomination and Remuneration Committee compromises of the following:
S. No. |
Name of Person |
Category |
Designation in Committee |
| 1. |
Mr. Prakash Chandra Purohit |
Non- Executive Professional Director |
Chairperson |
| 2. |
Mr. Kapil Paliwal |
Non-Executive Independent Director |
Member |
| 3. |
Mrs. Jyotsana Vishnu Joshi |
Non-Executive Independent Director |
Member |
During the year under review and till the date of the Report, following changes were
made in the composition of the Stakeholders Relationship Committee:
• Mrs. Prabhjeet Kaur ceased to be Member of the Committee w.e.f. 20th
April, 2024 due to her resignation from the office of Director of the Company.
(B) Particulars of the Meetings and Attendance of the Members during the Year are as
Follows:
Total One (01) 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 |
Attendance in the Meeting(s) held during the year
2024-25 |
Meeting(s) |
Mr. Prakash Chandra |
Mrs. Prabhjeet Kaur |
Mr. Kapil Paliwal |
Mr. Jyotsana Vishnu |
|
Purohit |
|
|
Joshi |
| 30.05.2024 |
Yes |
N.A. |
Yes |
Yes |
The Company has a designated e-mail id cs.asiapack@mirajgroup.in for the purpose of
registering complaints by shareholders/ investors/ security holders electronically.
16. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI 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.);
• Governance and compliance;
• Structure, composition and role clarity of the Board and Committees;
• Independence of the Committee from the Board and contributions to decisions of
the Board;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics;
• Quality of relationship between Board Members and the Management;
• Receipt of regular inputs and information;
• Conduct as per Group's values & beliefs;
• Preparation & contribution at Board meetings;
• Grievance Redressal for Investors;
• Leadership and Initiative, etc.
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.
In a separate meeting of the Independent Directors, 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.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
17. 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, 2025, 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, 2025 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.
18. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's 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.
19. 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, 26A, 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 in the format specified by SEBI from
time to time with the BSE.
20. 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 Company's 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 B to the
Independent Auditor's Report, on the financial statements of the Company which forms part
of this Annual Report.
21. DETAILS OF FRAUD REPORT BY AUDITOR:
During the financial year 2024-25, 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
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture or associate company as on 31st
March, 2024. Further no company become or ceased as subsidiary, joint ventures or
associate company during the year under review.
23. 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.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
During the year under review the Company has extended / continue to provide existing
Corporate Guarantee(s) of an aggregate amount of Rs. 7.14 Crores to Saraswat Co-Operative
Bank Limited to also secure the additional credit facilities obtained / 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.
25. 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 arm's length basis.
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. Transactions with Related Parties are disclosed in the notes to accounts
annexed to the financial statements.
26. 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 Company's 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 at http://www.asiapackltd.com/Index/InvestorsView/13.
27. 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.
28. 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 |
Company's 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).
29. 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 Company's competitive advantage. The risk
management system defines the risk management approach across the enterprise at various
levels including documentation and reporting.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a robust Vigil Mechanism and adopted a Whistle Blower
Policy to provide a formal mechanism to the Directors and employees to report their
concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's Code of Conduct. The Policy provides for systematic mechanism to report the
concerns and adequate safeguards against the victimization of employees and Directors, if
any who avail the mechanism and also provides for direct access to the Chairman of the
Audit Committee. The policy of the vigil mechanism is available on the Company's website
at http://www.asiapackltd.com/Index/InvestorsView/13.
Audit Committee of your Company oversee the vigil mechanism, further during the year
under review, no whistle blower event was reported and mechanism is functioning well
further no personnel have been denied access to the Audit Committee.
31. 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.
32. AUDITORS:
STATUTORY AUDITORS:
The Members of the Company at their 37th Annual General Meeting of the
Company held on 27th 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 37th
Annual General Meeting till the conclusion of 42nd 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 2024-25 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 2024-25, for auditing the secretarial and related records of the
Company. The Secretarial Audit Report is enclosed herewith as Annexure 2 to this
Board's Report.
Pursuant to provisions of Regulations 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) 2015 and the provisions of Section 204
and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed
thereunder, Your directors, based on the recommendation of the Audit Committee propose to
appoint Mr. B. L. Harawat, Proprietor of M/s. B. L. Harawat & Associates, Practicing
Company Secretary, (C.P. No. 3326; Peer Review Certificate No. 2297/2022) as Secretarial
Auditor of the Company to conduct secretarial audit of the Company for a term of five (05)
consecutive years with effect from April 01, 2025 until March 31, 2030.
Further, the Auditor have confirmed that he is peer reviewed company secretary and hold
a valid certificate of peer review issued by the Institute of Company Secretaries of
India. They have also confirmed that they are not disqualified and are eligible for the
said appointment.
The proposal for the appointment of the Secretarial Auditor is included as a resolution
no. 3 in the Notice convening the ensuing Annual General Meeting and forms an integral
part of the said Notice for the consideration and approval of the members.
INTERNAL AUDITOR:
During the year under review, 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 to carry out the internal audit of the
Company for the Financial year 2024-2025. Further, on completion of their term, the Board
of Directors based on the recommendation of the Audit Committee appointed M/s Parikh Shah
& Associates, Chartered Accountants (Firm's registration number: 123999W), as an
Internal Auditor of the Company for the Financial Year 2025-2026.
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.
33. 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 Board's
report in this Annual Report.
34. 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.
35. EXTRACT OF ANNUAL RETURN / WEB LINK / WEB ADDRESS OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 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 Company's website and can
be accessed at http://www.asiapackltd.com/Index/InvestorsView/22.
36. COST RECORD:
The provision of Cost audit as per section 148 the Companies Act, 2013 doesn't
applicable on the Company.
37. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. This policy
applies to all employees of the Company, including permanent, contractual, temporary, and
trainees.
The requirement of constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 is
not applicable to the Company, though the Company has complied with the provisions of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013, to the extent applicable.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2024-25: • Number of complaints of sexual harassment received
in the year: Nil • Number of complaints disposed off during the year: Nil •
Number of cases pending for more than ninety days: Nil
The Company remains committed to maintaining a workplace free from sexual harassment
and ensuring that any complaints, if received, are addressed promptly and with due
diligence.
38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company is committed to maintaining a safe, inclusive, and supportive work
environment for all employees, with particular attention to the well-being of women in the
workplace. In line with this commitment, the Company recognizes the importance of the
Maternity Benefit Act, 1961, which aims to safeguard the rights and welfare of women
employees during maternity. However, during the financial year under review, there were no
women employees on the rolls of the Company. Accordingly, the provisions of the Maternity
Benefit Act, 1961 were not applicable to the Company for the said period. The Company
remains fully prepared to comply with all applicable provisions of the Act as and when the
circumstances require.
39. 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.
40. 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 2025.
41. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE LISTED ENTITIES:
The Company ensures timely disclosure of all information required to be disclosed as
per the provisions of the Listing Regulations. During the Financial Year 2022-2023, a
Corporate Guarantee(s) of an aggregate amount of Rs. 7.14 Crores was provided to Saraswat
Co-Operative Bank Limited to secure the credit facilities obtained / availed by Miraj
Entertainment Limited, a promoter group Company and the same was reported to Stock
Exchange as per SEBI (Listing Obligations and Disclosure Requirements) 2015. Further
during the year under review, the said Corporate Guarantee was extended / continue to
provide by the Company to secure the additional credit facilities obtained / availed by
Miraj Entertainment Limited and was reported to Stock Exchange as per SEBI (Listing
Obligations and Disclosure Requirements) 2015.
42. 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.
43. 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. The Company has not made any provisions of money or has not provided any loan to
its employees for purchase of shares of the Company or its holding Company, pursuant to
the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.
iii. There was no occasion where the Board has not accepted any recommendation of the
Audit Committee.
44. 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 |
|
Sd/- |
Sd/- |
|
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, 2025 |
Nathdwara, Rajsamand, Rajasthan, |
Shobhagpura, Udaipur, Rajasthan, |
| Place: Nathdwara |
India , PIN-313301 |
India, PIN-313011 |
