ASIAN FOOD PRODUCTS LTD

Regd. Off: 37 139, Kontol Niwos, ModiStreei, Fort, Mumbol400 001 CIN: 199999MH I 958PLC0l 3919 Contoct No. 02232450425

Admin Off: 7 Thokkers, Neor Nehru Gorden, Noshik 422OO1

Emoil: [email protected]

August 28,2021

To, The Manager, The Department of Corporate Services Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, Mumbai - 400 ⁰⁰¹

Script Code: 526654

Subject: lntimation for holding Annual General Meeting and closing of the Register of Members & Transfer Books,

Dear Sir/Madam,

The Board of Directors of the Company have called the 53'o Annual General Meeting of the members of the Company at through video conferencing on Zoom App bltls:11us02rv-eb.ilqqlq,usl_i/ti5759919906?rrwd=NWhETF.IxM3.IGT3MlOk9waEN3bXlvdz0 9 on Thursday, 30th September, 2021 at 02.00 P.M. to setting out the Ordinary Businesses to be transacted thereat together with the Annual Report for financial year 2020-21have been sent to the members, The venue of the meeting shall be deemed to be at registered office of the Company at 37/39, Kantol Niwas, Modi Street, Fort, Mumbai 400 001,

Accordingly, pursuant to Regulation 30 read with Schedule lll Part A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the notice along with the Explanatory statement of the 53'o AGM of the Company is enclosed for the information of the Stock Exchange, The said notice forms part of the Annual Report for the Financial Year 2020-21,

Further, the Annual Report is being sent to those members whose e-mail addresses are registered with the Company/Registrar and Transfer AgenU Depositories through electronic mode and is also available on the website of the Company,

Pursuant to the Provisions of section 91 of the Companies Act, 2013 and in accordance with the SEBI (LODR), 2015 requirements; the Register of Members and Share Transfer Book of the Company will remain closed from Tuesday 21't September,2021to Thursday, 30th September,202l (Both days inclusive), i.e. record date (both days inclusive) for the purpose of Annual General Meeting.

We request you to take the same on your records

Thanking you, Yours faithfully,

'T^ilWTcTSLTD

GAVR}ABHISHEK THAKKER DireYor

NOTICE FOR FIFTY THIRD ANNUAL GENERAL MEETING

NOTICE

NOTICE is hereby given that the Fifty Third Annual General Meeting of the Members of the Company will be held at 02.00 P,M on Thursday, 30th September, 2021 through video conferencing zoom App M1 dz0L)

Meeting ID: 857 5991 9906 Passcode:252525

The venue of the meeting shall be deemed to be at registered office of the Company at 37/39, Kantol Niwas, Modi Street, Fort, Mumbai 400 001 to transact the following business.

ORDINARY BUSINESS

• 1. To consider and adopt the Audited Financial Statement of the company for the financial year ended 3lstMarch, 2021, together with the repo(s of the Board of Directors and Auditors thereon.
• 2, To appoint a Director in place of Mr, Chetan Giridharlal Batavia having DIN-00400700 who retires by rotation and being eligible, offers himself for reappointment.
• 1. To appoint a Director in place of Mr. Abhishek Narendra Thakker having DIN-01588067 who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS

1. Shifting of Registered Office of the Company:

To consider and, if thought flt, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 12 and all other applicable provisions, if any, of the Companies Act,2013 read with the relevant Rules there under, the Registered Office of the Company be shifted within the State of Maharashtra from 37/39, Third Floor, Kantol Niwas, Modi Street, Fort, Mumbai 400 001 to 7, Thakkers, Near Nehru Garden, Nashik 422001;

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES AGT, 2013:

The Registered Office of the Company is presently situated at Mumbai. Presently the status of Company is 'suspended' on BSE. Board wants to revive the Company. Further, the Company have some visionary projects ai Nashik.All the directors of the Company resides at Nashik only, Therefore for improving the optirational'effici6ncy of documentation with respective authorities, the Board of Directors considered and subjeot to approval of the Mem'bers, approved the proposal for shifting the registered office to Nashik.

The proposed location is outside the local limits of Mumbai city and therefore requires approval of the Members by way of special resolution. lf approved, the registered office will be moved to 7, Thakkers, Near Nehru Garden, ruasni't< +Zi 001 with effect from 30th september,2021 i.e the date of Annual General Meeting,

The Directors recommend the approval of the special resolution.

None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution.

NOTES FOR MEMBERS ATTENTION:

• ¹ ln view of the continuing outbreak of the COVID-19 pandemic, socialdistancing is a norm to be followed and pursuant to the Circular Nos, 1412020 dated April 08, 2020,1712020 dated April 13, 2020 and 2012020 dated May 05, 2020 and clarification Circular No. 0212021 dated January 13, 2021 issued by the Ministry of Corporate Affairs and SEBI Circular dated May 12,2020 and January 15,2021,electronic copies of the Annual Report lor F .Y ,2020-21 physical attendance of the Members to the Annual General Meeting ('AGM') venue is not required and AGM be held through video conferencing ('VC') or other audio visual means ('OAVM'). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. ln compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations") and abovementioned MCA Circulars, the AGM of the Company is being held through VC / OAVM.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. lnstitutional investors, who are members of the Company, are encouraged to attend the 53,0 AGM of the Company through VC/ OAVM mode and vote electronically. Corporate members are required to send a scanned copy (PDF/JPG Format) of the Board Resolution/ Power of Attorney authorizing its representatives to attend and vote at the AGM through VC / OAVM on its behalf pursuant to Section 1 13 of the Act, The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].
• 1. Shareholders holding shares in the same set of names, under different ledger folios are requested to apply for consolidation of such folios along with share Certiflcates to the Company.
• 1. Shareholders are requested to notify change in address, if any, immediately to the Company
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts concerning the Special Business is annexed hereto,
• 7, Members desiring any information as regards the Accounts are requested to write to the Company by electronic mode on [email protected] at least seven days in advance of the date of Annual General Meeting so as to enable the Management to keep the information ready.
• 1. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP lD and Client lD/folio number, PAN and mobile number at info@asianfoodproduct,in between Tuesday 21,t September, 2021 (09.00 a.m. IST) and Saturday, 25th September,2021 (5,00 p,m, IST). Only those Members who have preregistered themselves as speakers will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 100 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, lnstitutional lnvestors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. The detailed instructions for joining the Meeting through VC/OAVM form part of the Notes to this Notice
• 1. The attendance of the Members attending the AGM through VC/OAVM willbe counted forthe purpose of reckoning the quorum under Section 103 of the Act.
• 1. TheRegisterofmembersandthesharetransferbookwillremainclosedfromTuesday,2lstSeptember,202l to Thursday, 30th September,2021(Both days inclusive).
• 1. The Company has made an arrangement with CDSL & NSDL for dematerialization of shares, Members are requested to avail the facility of dematerialization of shares of the company, Members are also requested to intimate/update email address with depositories, so in future, under green initiative, all communication will be sent through registered email of shareholders.
• 1. "Pursuant to the provisions of Regulation 47 of SEBI (LODR), Regulations 2015, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Asian Food Products Ltd ('TDL" or " the Company") is offering e-voting facility to its members in respect of the business to be transacted at the 53'u Annual General Meeting scheduled to be held at 02.00 P.M, on 30th September, 2021 through video conferencing.
• 1. Attention of the Members is also invited towards the provisions of Section 125 of the Companies Act, 2013 read togetherwith IEPF (Accounting, Audit, Transferand Refund)Amendment Rules,2017 which requires the companies to also transfer the Equity shares corresponding to the Dividend which has remained unclaimed and consequently unpaid for a period of seven consecutive years or more. Members are requested to refer para on 'Transfer of Unpaid Dividend and corresponding Equity Shares to the lnvestor Education and Protection Fund (IEPF)' in the Directors' Report for the FY 2020-21
• 1. lnlinewiththeMinistryofCorporateAffairs(MCA)CircularNos.l412020datedApril08,2020,1712020daled April 13, 2020 and 2012020 dated May 05,2020 and clarification Circular No.0212021dated January 13,2021 issued by the Ministry of Corporate Affairs and SEBI Circulardated lday 12,2020 and January 15,2021, electronic copies of the Annual Report for F.Y.2020-21 the Notice calling the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and,has been uploaded on the website of the Company at wvv,,,i.asianfoodproduct.in . The Notice can also be accessed from the websites of the Stock Exchanges i.e, BSE Limited at www.bseindia.com
• 1. According to the Listing Agreement, a brief profile of Directors who are proposed to be reappointed in AGM, nature of their expertise in functional areas, their other Directorship, their shareholding and relationship with other Directors of the company are given below.

Abhishek Narendra Thakker

Mr. Abhishek Narendra Thakker born on 20th of July, 1987, graduate in M.Sc Finanace. He has wide range of experience in Finance base activities, estate dealing and land developing.

Mr. Chetan Giridharlal Batavia :

Mr. Chetan Batavia born on 15th September, 1962 is a under graduate. He has wide range in estate dealing, land developing and construction activities.

Procedure for voting through electronic means-

The instructions for shareholders voting electronically are as under:

The voting period begins on Friday,24th September,2021(09.00 a.m. IST) and ends on 29th September, 2021 (5.00 p.m. IST). During this period shareholders'of the Company, holding shares as on 20h September, 2021 nay cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (i) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period
• (ii) Click on "Shareholders" tab,
• (ii) Now, select the "ASIAN FOOD PRODUCTS LTD'from the drop down menu and click on 'SUBMIT'
• (iii) Now Enter your User lD

A. For CDSL: 16 digits beneficiary lD,

B. For NSDL: 8 Character DP lD followed by 8 Digits Client lD,

C. Members holding shares in Physical Form should enter Folio Number registered with the Company,

• (v) Next enter the lmage Verification as displayed and Click on Login,
• (vi) lf you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vii) lf you are a first time user follow the steps given below:

• (vii) lf you are a first time user follow the steps given below:
• (viii) After entering these details appropriately, click on "SUBMIT" tab,
• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for-voting through CDSL platform, lt is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (x)

• (xi) Click on the EVSN for the relevant 'ASIAN FOOD PRODUCTS LIMITED' on which you choose to vote,

• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option 'YES / NO" for voting, Select the option YES or N0 as desired. The option YES implies that you assent to the Resolution and option N0 implies that you dissent to the Resolution,
• (xiii) Click on the "RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details,
• (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT", A confirmation box will be displayed. lf you wish to confirm your vote, click on "0K", else to change your vote, click on 'CANCEL' and accordingly modify your vote.
• (xv) Once you "CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.
• (xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• (xvii) lf Demat account holder has forgotten the same password then enter the User lD and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xviii) Note for Non lndividual Shareholders and Custodians
• a) Non-lndividualshareholders (i.e. otherthan lndividuals, HUF, and NRletc.)and Custodian are required to log on to https://www.evotingindia,co.in and register themselves as Corporates,
• b) ^Ascanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
• c) After receiving the login details they have to create a compliance user should be created using the admin login and password, The Compliance user would be able to link the account(s) for which they wish to vote on.
• d) The list of accounts should be mailed to helpdesk,[email protected] and on approval of the accounts they would be able to cast their vote.
• e) A scanned copy of the Board Resolution and Power of Attomey (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• (xix) ln case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co,in under help section or write an email to [email protected].

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotins.cdsl.com under shareholders/members login by using the remote e-voting credentials.

2. 1. The link for VC/ OAVM along with the Annual Report will be shared on mail lDs of shareholders which are registered with the Company, Please note that the members who do not have the User lD and Password for e-Voting or have forgotten the User lD and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Furlher members can also use the OTP based login for logging into the e-Voting system of CDSL,
3. 1. Members are encouraged to join the Meeting through Laptops for better experience.
4. 1. Further Members will be required to allow Camera and use lnternet with a good speed to avoid any disturbance during the meeting.
5. 5, Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audiol/ideo loss due to fluctuation in their respective network. lt is therefore recommended to use Stable Wi-Fior LAN Connection to mitigate any kind of aforesaid glitches.
6. 1. Shareholders who would like to express their views/ questions may send the same in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] the same will be replied by the company suitably,

Particulars of the Directors seeking appointment / re-appointment at the ensuing Annual Genera! Meeting pursuant to Regulation 36(3) of SEB! (Listing Obligations and Disclosure Requirements) Regulations, 2015.