DIRECTORS REPORT To, The Members, ASIAN FOOD PRODUCTS LIMITED. NASHIK Your Directors have pleasure in placing before you Fourty Seventh Annual Report of the Company together with the audited statement of accounts for the period ended as on 31st March, 2015. 1. FINANCIAL STATEMENT During the year company has not carried business operations. 2. DIVIDEND Your Board do not recommend any dividend for the year. 3. 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 wherever they have been started initially. 4. SHARE CAPITAL During the year there was no increase in the Authorized and paid up capital. 5. FIXED DEPOSITS During the year, The Company has not accepted any deposits. 6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the Financial Year 2014-2015, The Company has not provided any loan or has given any guarantee or investments. 7. MERGER AND AMALAGAMETION No merger and amalgamation took place during the financial year. 8. MATERIAL CHANGES No material changes occurred during the year. 9. INTERNAL CONTROL SYSTEM Company has no business operations except investment in land it does not require internal control system. 10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES - According to section 135 of the Companies Act, 2013, the company in the Financial Year 2014-2015 has not earned profit, hence company can not make any expenses as corporate social responsibility expenses. 11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE During the year there were no activities in the company, hence there is nothing to report about conservation of energy & technology absorption. There is no foreign exchange earning and outgo. 12. DIRECTORS in accordance with the provision of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Dhimant Nathalal Kakkad and Mr. Pravin Nimba Wani Directors of your company will retire at the ensuing Annual General Meeting and notice in writing signifying the intention to offer their candidature have seen received from member interms of provision of section 160 of the companies Act, 2013. In terms of clause 49 of listing agreement Board recommends the appointment of Mrs. Gauri Abhishek Thakker, as women Director of the company. Resolution for the purpose is proposed to be passed at ensuing Annual General Meeting. Company has received declaration from Independent Directors of the company confirming that he fulfills the criteria of Independence as prescribed both under sub section (6) of section 149 of the Companies Act, 2013 and clause 49 of listing Agreement. 13. AUDITORS Your Company's Auditors, M/s. Govilkar & Associates, Chartered Accountants, Nashik will retire at the ensuing Annual General Meeting and are eligible for reappointment. The members will be required to appoint Auditors for the current year and fixed their remuneration. As required under the Provision of Section 141(3)(g)of the Companies Act, 2013. The company has received written certificate from the Auditors, to the effect that their re-appointment, if made would be in conformity with the limits specified in the said section. 14. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that: a) 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 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. 15. RELATED PARTY TRANSACTION All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. The disclosure relating to related party transactions has been disclosed as per point No. 15 notes to account sub point 6 in the Balance Sheet. As referred to in sub-section (1) of section 188 of the Companies Act, 2013 16. SUBSIDIARY AND ASSOCIATE CONCERNS There are none of any company as a subsidiary / associates of the company. 17. VIGIL MECHANISMS In compliance with clause 49 of the listing agreement, Asian Food Products Limited has established a Vigil (Whistle Blower) Mechanism and Formulated a policy in order to provide a framework for responsible and secure Whistle Blowing / Vigil Mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. The reporting of any misfeasence or of any inproper and unethical act shall be reported by the chairman of the audit committee to the board of directors. 18. PARTICULARS OF EMPLOYEES None of the employees was in receipt of remuneration in excess or Rs. 5.00 Lacs P.M. If employed for part of the year or Rs. 60.00 Lacs P.A. 19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT Corporate Governance and Management Discussion and analysis report as required under clause 49 of the listing agreement is enclosed herewith. 20. EXTRACT OF ANNUAL RETURN As per the requirement of the provisions of the Companies Act, 2013, the extract of Annual Returns is prepared in a prescribed form and is annexed herewith forming a part of the directors. 21. AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT Pursuant to section 227(3) of the Companies Act, 2013, M/s Govilkar & Associates has audited the accounts of Asian Food Products Limited and has made an audit report which is annexed and stated as independent auditor's report in the Balance Sheet. Pursuant to section 204 of the Companies Act, 2013, Mr.Ashok Surana, was appointed as company secretary to conduct the secretarial audit and a secretarial audit report has been prepared and enclosed with this report. As per remark in the secretarial audit report the company had given contract to placement agencies for appointing Company Secretary however the suitable candidate was not found. M/s. Devendra Madane& Associates , Firm Registration No. 130324W, Address - FC-7 & 10, Thakker Buzz'r, Nashik has been appointed as Internal Auditor of the company. 22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 "The company has in place an Anti Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women as Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015. No. of complaints received :Nil No. of complaints disposed off :Nil 23. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR The board has met six times in the current financial year 24. ACKNOWLEDGEMENT Your Directors wish to take this opportunity to express their gratitude to the Govt, of Maharashtra and Bankers. For and on behalf of the Board of Directors. CHETAN G BATAVIA CHAIRMAN PLACE : NASHIK DATE : 25/07/2015 |