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Directors Report of Asia Pack Ltd.

Mar 31, 2014

Dear Members

The Directors present their Twenty Ninth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014. Since this report pertains to financial year that commenced prior to 1st April, 2014 the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April, 2014 issued by the Ministry of Corporate Affairs.

FINANCIAL HIGHLIGHTS: Rs. in Lacs

Particulars 2013-14 2012-13

Total Revenue 21.32 35.85

Total Expenditure 41.08 50.56

Profit/(Loss) before Tax and Extraordinary Items (19.76) (14.71)

Extraordinary Items 0.00 31.72

Profit/(Loss)before Tax (19.76) 17.01

Taxes (0.61) (0.47)

Profit/(Loss) carried to Balance Sheet (20.37) 16.54

Earnings per share (0.77) 0.63

OPERATIONS:

Due to adverse market condition, your company has declined the rental income from properties however generated income from interest on investments etc to the tune of Rs. 21.32 Lacs in compare to previous year Rs. 35.85 Lacs. The Company has decided to penetrate on its main business of paper and packaging business and till the first quarter your company has achieved revenue of Rs. 839 Laces. Company is trying hard to reduce it''s losses and increase the revenue.

DIVIDEND:

In view of losses in the year under review your directors do not recommend any dividend for the year ended 31st March 2014.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any Public Deposit in terms of provisions of Section 58A of the Companies Act, 1956.

During the year under review Mr. Niranjan Singh Puwar, Mr. Pradeep Garg and Mr. Anil Kumar Sankhlecha have resigned and Mr. Sunil Upadhyaya and Mr. Kulbir Singh Pasricha has been appointed as an additional director on the Board of Directors of the Company.

Mr. Revant Purbia and Mr. Prakash Chandra Purohit retire by rotation and being eligible, offer their candidature for re-appointment at the forthcoming Annual General Meeting.

Brief resume of the Director proposed to be appointed/re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

According to provision of section 217 (2AA) of the Companies Act, 1956; The Directors confirm that:

a) In preparation of Annual Accounts, the applicable accounting standards have been followed.

b) They 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 31st March, 2014 and of the Loss of the Company for that period.

a) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

c) They have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company whether employed for the whole year or part thereof, was in receipt of a remuneration aggregating to in excess of limits specified under Section 217 (2A) of the Companies Act, 1956 read with companies (particulars of employee) rules 1975 as amended and hence no particulars are required to be furnished.

AUDITORS:

M/s. Jain Nilesh and Company, Chartered Accountants (Firm Registration No. 018943C) is proposed to be appointed as the Statutory Auditors of the Company by the Board, to fill the casual vacancy caused due to the resignation of M/s. Manish Dani & Co., Chartered Accountants, from the conclusion of this Annual General Meeting until the conclusion of 34th Annual General Meeting of the company.

AUDITORS COMMENTS:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Since your company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and Other particulars as required by the companies (disclosure of particulars in the report of the board of directors) rules, 1998 are not applicable and hence not given.

During the year under review foreign exchange earnings and outgo are NIL.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors'' Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2013-14 is included in the annexed Statement of Accounts.

REMUNERATION COMMITTEE:

Keeping in view of the requirement of Companies Act, 2013, Board constituted the "Remuneration Committee" during the year under review.

ACKNOWLEDGEMENT:

The Board gratefully acknowledges the understanding and support received by the Company from its stakeholders. It also places on record its deep gratitude for the unstinted support received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year to the Company.

For and on Behalf of Board

Date: 28 August, 2014 Prakash Chandra Purohit Revant Purbia Place: Nathdwara Director Director DIN 01383197 DIN 02423236


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March 2013.

Financial Results:

(Rs. in lacs)

FINANCIAL RESULT 2012-13 2011-12

Sales and other Income 16.03 12.64

Profit/Loss before Tax (2.80) (47.11)

Provision for Taxation 0.047 (10.64)

Profit/(Loss) After Tax (3.27) (36.47)

Profit/(Loss) from partnership Firm 19.81 (6.60)

Profit/(Loss) carried to Balance Sheet 16.54 (43.07)

Operations:

Your Directors have pleasure to inform that during the year under review the income have been increased by 27% Rs.16.03 Lacs in compare to previous year Rs. 12.64 Lacs and after adjustment of prior period expenditures written off the losses have been reduced to the tune of Rs. 2.80. Lacs in compare to previous year loss of Rs. 47.11 Lacs and after Tax Profit and adding the income from partnership firm the profit have been increased to Rs.16.54 Lacs in compare to previous year loss of Rs. 43.07 Lacs.

In view of accumulated losses your Directors have decided to sell the investment in Homework Crafts (India) Private Limited as a result of which the entity is no more subsidiary of the Company.

Dividend:

In view of accumulated losses, your directors do not recommend any dividend on equity shares for the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

·That the preparation of the Annual Accounts, and applicable standards have been followed.

·That 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 31st March, 2013 and of the profit of the Company for that period.

·That 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.

·That the Annual Accounts for the year ended 31st March, 2013 has been prepared on a going concern basis.

Corporate Governance:

Your Directors are adhered with the Corporate Governance guidelines stipulated by the Stock Exchange and other governing bodies in terms of Clause 49 in the Listing Agreement, a detailed report is being attached herewith as a part of this report.

Public Deposits:

During the year under review your company has not accepted any public deposit in terms of Section 58A of the Companies Act, 1956 & Companies (Acceptance of Deposits) Rules, 1975 as amended

Directors:

During the year under review Mr. Naveen Diwan, Director has resigned and Mr. Prakash chandra Purohit and Mr.Revant Purbia are being reappointed at the ensuing Annual general Meeting.

Auditors:

During the year under review M/s Manish Dani & Co. Chartered Accountants, Statutory Auditors of the Company are being eligible to retire at ensuing Annual General meeting. On recommendation of the Audit Committee and adoption of such recommendation by the Board, auditors are being eligible to offer themselves for reappointment and fix their remuneration in consultation with Audit Committee and the Board of Directors. Auditors have also confirmed that if their appointment is made it will be within the limit laid down under section 224 (1B) of the Companies Act 1956

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further clarification under Section 217(3) of the Companies Act, 1956.

Remuneration Committee:

In view of accumulated losses your Directors are not being paid any remuneration by the company therefore it is recommended by the Board to dissolve the "Remuneration Committee".

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

In pursuant to section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules 1998.During the year under review conservation of energy, technology absorption and foreign exchange earning and outgo are - Nil

Particulars of Employees:

During the year under review none of the employees of the Company whether employed for the whole year or part thereof, was in receipt of a remuneration aggregating to in excess of limits specified under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence no particulars are required to be furnished.

Acknowledgements:

Your Directors take this opportunity to express their gratitude & deep appreciation for the support and cordination from the investors, financial institutions, Registrar and Share Transfer Agent (RTA), banks, statutory authorities.employees at all levels for their continous efforts and valuable contribution during the year under review.

FOR & ON BEHALF OF BOARD

FOR ASIA PACK LIMITED

Place: Udaipur

Date: 26th June, 2013 Prakash Chandra Purohit Revant Purbia

Director Director


Mar 31, 2011

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2011.

Financial Results: (Rs. in lacs)

FINANCIAL RESULTS 2010-11 2009-10

Sales and other Income 12.84 281.67

Profit/Loss before Interest, Depreciation and Taxation (62.89) 212.02

Interest 0.00 0.17

Depreciation 13.00 12.65

Prior Period adjustment/ Extra Ordinary Item 0.01 1.62

Profit/(Loss) before Tax (75.88) 200.82

Provision for Taxation

- Current Tax 0.00 (65.12)

- MAT Tax credit reversed 0.00 (30.99)

- Deferred Tax Assets (0.40) (4.03)

- Fringe Benefit Tax - -

- Wealth Tax (0.57) (0.66)

- Tax Provision (earlier Years) 0.00 (5.88)

Profit/(Loss) After Tax (76.85) 94.14 Loss/Profit brought forward from earlier year 173.78 79.64

Balance carried to Balance Sheet 96.93 173.78

Performance:

Management has been continuously putting efforts to explore new business areas and further trying to get business in the existing segments. This year company has not receive new assignment, but management is hopeful for a revival in the coming period.

The total income of the Company has considerably decreased from Rs. 281.67 Lacs in the previous year to Rs. 12.84 Lacs for the year under review and Profit before Depreciation, Interest and Tax decreased from Rs. 212.02 Lacs in the previous year to loss of Rs. 62.89 Lacs for the year under review. The Profit before Tax has also decreased from Rs. 200.82

Lacs to Loss before tax of Rs 75.88 Lacs in the current year. The Net Loss after Tax for the year under review after providing for taxation is Rs. 76.85 Lacs as against Profit after Tax of Rs. 94.14 Lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

In view of the losses incurred and based on the future planning your Directors regret their inability to recommend any Dividend.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

In the preparation of the Annual Accounts, the applicable standards have been followed.

That 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 31st March, 2011 and of the profit of the Company for that period.

That 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.

That the Annual Accounts for the year ended 31st March, 2011 has been prepared on a going concern basis.

Corporate Governance:

Your Company is in adherence of good corporate governance as stipulated by the stock exchange and fully complied with the requirement of the listing agreement. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors confirming compliances of Corporate Governance norms, in terms of Clause-49 of the Listing Agreement is annexed to the Annual Report.

Statement Pursuant To Listing Agreement (S):

The Company's Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

& Jaipur Stock Exchange, Jaipur. The listing fees for the year under review have been paid to BSE &

JSE.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Directors:

Appointment of New Director

The Board of Directors, at their meeting held on the 25th August, 2011, have recommended and approved the appointment of Dr. Pradeep Garg & Mr. Anil Kumar Sankhlecha, an independent non- executive director, as Additional Directors of the Company, with effect from the said date, whose term of office is upto the date of this Annual General Meeting in accordance with the applicable provisions of the Articles of Association and the Companies Act, 1956. The matter of appointing them, as regular director, liable to retire by rotation, appears as an Agenda item in the Notice of the 27th Annual General Meeting.

Retiring by rotation and re-appointment

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Mr. Revant Purbia and Mr. Prakash Chandra Purohit, Directors of the Company are due to retire by rotation at the ensuing AGM. They are eligible for re-appointment and offer themselves for re- appointment. The matter of re-appointing them is included in the Notice of the 27th Annual General Meeting.

None of the Directors are disqualified from being appointed/re-appointed as Director in terms of Section 274(1) (g) of the Companies Act, 1956.

Auditors:

M/s Sarda Soni Associates Chartered Accountants, the Statutory Auditors of the Company has resigned w.e.f. 18th April 2011, so to fill up the casual vacancy M/s Manish Dani & co. were appointed as the statutory auditor (at the EGM held on 10th May 2011) until the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the amendment in Section 383A of the Companies Act, 1956, all such Companies having paid up share capital of Rs. 10 Lacs and above but less than Rs. 5 Crore and has appointed any Whole time Company Secretary are not required to obtain a Compliance Certificate from a PCS. The company has appointed a Whole Time Company Secretary w.e.f. 24th May 2010 as CS cum Compliance Officer.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant tot section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company's employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

Sd/-

Deepak Kumar Parihar Director Place: Udaipur

Date : 27.05.2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2010.

Financial Results: (Rs. in lacs) FINANCIAL RESULTS 2009-10 2008-2009

Sales and other Income 281.67 114.76

Profit/Loss before Interest, Depreciation and Taxation 212.02 52.30 Interest 0.l7 2.23

Depreciation 12.65 11.80

Prior Period

adjustment/Extra Ordinary Item 1.62 0.05

Profit/(Loss) before Tax 200.82 38.22

Provision for Taxation

- Current Tax (65.12) (3.68)

- MAT Tax credit reversed (30.99) (19.78)

- Deferred Tax Assets (4.03) (2.18)

- Fringe Benefit Tax - (1.20)

- Wealth Tax (0.66) (0.89)

- Tax Provision (earlier Years) (5.88) (0.41)

Profit/(Loss) After Tax 94.14 10.08

Loss/Profit brought forward from earlier year 79.64 69.56

Balance carried to Balance Sheet 173.78 79.64

Performance:

Members will be pleased to note that company continued the trend of revival of the operations of the company. In pursuance to the main objectives, Company during the year under review has provided business consultancy and other support services mainly comprising of financial analysis and projections for financing and loaning. Management is hopeful to maintain the trend in the coming period.

The total income of the Company has considerably increased from Rs. 114.76 in the previous year to Rs. 281.67 Lacs for the year under review and Profit before Depreciation, Interest and Tax increased from Rs. 52.30 Lacs in the previous year to Rs. 212.02 Lacs for the year under review. The profit before tax has increased from 38.22 Lacs to Rs. 200.82 Lacs in the current year. The net profit after Tax for the year under review after providing for taxation is Rs.94.14 Lacs as against Rs. 10.08 Lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

In view of the companys planning to expand the business in other activities for the year under review, yours Directors regret their inability to recommend any Dividend.

Directors Responsibility Statement:

Pursuant to Section 217(2 AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- That 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 31sl March, 2010 and of the profit of the Company forthat period.

- That 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.

- That the Annual Accounts for the year ended 31st March, 2010 has been prepared on a going concern basis.

Corporate Governance:

The Corporate Governance Guidelines issued by SEBI are not applicable to the Company since the Company has a paid up capital below Rs. 3 Crores as on 31st March 2010

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Deepak Kumar Parihar, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. In the last financial year Mr Lalit Prakash Seth has resigned as Director from the Company on 25th Feb 2010 due to his other occupancies. Mr. Prakash Chandra Purohit was appointed as additional director of the company on 24th Feb 2010 and offered himself for appointment as director in the ensuing annual general meeting of the company

Auditors:

M/s Shah Patni & Co., Chartered Accountants, the Statutory Auditors of the Company has resigned w.e.f. 3rd May 2010, so to fill up the casual vacancy M/s Sarda Soni Associates were appointed as the statutory auditor (at the EGM held on 24th May 2010) uptil the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Compan ies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the amendment in Section 3 83 A of the Companies Act, 1956, all such Companies having paid up share capital of Rs. 10 Lacs and above but less than Rs. 5 Crore and has not appointed any Whole time Company Secretary are required to obtain a Compliance Certificate from a PCS for the year ended 31 st March, 2010, so in lieu of this Company has obtained Compliance Certificate for the year 2009-10 from B. L. Harawat & Associates, Udaipur and the same is attached.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go: Information pursuant tot section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was also NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Companys employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

sd/-

Place: Udaipur RevantPurbia

Date: 29.05.2010 Chairman



 
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