TO
THE SHAREHOLDERS
To,
The Members,
Your Directors present their 44th Annual Report along with the Audited
statements of Account for the year ended March 31, 2024.
1. FINANCIAL RESULTS
The financial results are briefly indicated below:
|
YEAR ENDED |
PARTICULARS |
March 31, 2024 |
March 31, 2023 |
Total Income |
- |
- |
Total Expenditure |
47.58 |
21.94 |
Profit/(Loss) after Taxation |
(47.66) |
(22.01) |
Profit/(Loss) Brought Forward |
(47.66) |
(22.01) |
Balance carried to Balance Sheet |
(47.66) |
(22.01) |
2. REVIEW OF OPERATIONS
The Company has incurred a Loss of Rs. 47,66,111/- during the year as
compared to the Loss of previous year of Rs. 22,00,697/-
3. OPERATIONS AND FUTURE PLANS:
The Company during the year under review could not conduct any major
business activity due to the financial constraints. The Company is in the process of
identifying the project which would benefit the company and shareholders at large.
4. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR UNDER REVIEW
AND OCCURRED BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THIS REPORT:
AMALGAMATION
During the year under review and up to the date of this Report, the
following developments took place in the matters of amalgamation:
The Board of Directors of Inland Printers Limited (the Transferee
Company) in their meeting held on 9th March, 2023, had approved the Scheme of Amalgamation
under section 230 to 232 of the Companies Act, 2013 with Parthiv Corporate Advisory
Private Limited (the Transferor Company). The appointed date is 1st January, 2023.
The Company received an observation letter from the BSE on 2nd
November, 2023 and submitted the Company Application (First Motion/Stage) on 23rd
November, 2023 with the Hon?ble National Company Law Tribunal (NCLT), Mumbai Bench,
Mumbai.
The Hon?ble NCLT vide order dated February 13, 2024 directed the
Company to convene and hold the meeting of the Equity shareholders and Unsecured Creditors
of the Company on March 27, 2024 through Video Conferencing (VC) and/or Other Audio Visual
Means (OAVM). The NCLT dispensed with the convening and holding of a meeting for Secured
creditors on the grounds that there were no secured creditors as on 30th June, 2023. In
compliance with the directions of the Hon?ble NCLT, the Company convened the meetings
of the Equity shareholders and Unsecured Creditors on March 27, 2024 to seek approval on
the Scheme. The Scheme was unanimously approved by both Equity shareholders &
Unsecured Creditor and also by the majority of the minority public shareholders of both
the classes.
The results of the meetings of the Equity Shareholders and Unsecured
Creditors are available for public viewing on the Company?s website at
www.inlandprinters.in
The Petition was filed before the Hon?ble National Company Law
Tribunal, Mumbai Bench for further directions on April 10, 2024. The Hon?ble NCLT
vide order dated April 25, 2024 admitted the petition for hearing on 4th June, 2024 and
directed the Company to Publish the notice at least 10 days before the date of hearing in
two newspaper, namely Navshakti (in Marathi Language) and Business Standard (in English
Language). The NCLT also directed the Company to issue notices to various authorities. The
Company has complied with these directions.
The Affidavit of Service of Publication and Notices is available for
public viewing on the Company?s website at www.inlandprinters.in.
5. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
There have been no material changes in the nature of business during
the period under review.
6. DIVIDEND
In view of the Accumulated Loss as stated above, the Board of Directors
regrets its inability to recommended payment of any dividend for the year under review.
7. DEPOSITS
The company has not accepted any deposits from the Public within the
purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review and no amount of
principal or interest on fixed deposit was outstanding as on the Balance sheet date.
8. DIRECTORS
Director retires by rotation:
In terms of the provisions of the Companies Act, 2013 (the
Act?), Mr. Bhavesh Ramanlal Patel, Director of the Company, retires by rotation and
being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.
Cessation of Director:
Mrs. Nitaben Patel, a Non-Executive Director on the Board of the
Company, passed away on 25th May, 2024 on account of cardiac arrest. Mrs. Nitaben Patel,
ceases to be a Non-Executive Director of the Company. The Board records its deep
appreciation for the valuable services rendered by her.
9. KEY MANAGERIAL PERSONNEL:
Ms. Bhumi Mistry has resigned as a Company Secretary & Compliance
Officer of the Company w.e.f. 24th April, 2024.
Hence, pursuant to recommendation of Nomination and Remuneration
Committee Mr. Digambar Goli has been appointed as a Company Secretary & Compliance
Officer of the Company w.e.f. 11th July, 2024.
10. REMUNERATION TO THE DIRECTORS:
Details pertaining to the remuneration of the Directors as required
under Schedule V to the Companies Act, 2013 have been provided in the Corporate Governance
Report forming part of this Annual Report.
11. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
The information / details pertaining to remuneration to be disclosed by
listed companies in terms of Section 197(12) of the Companies Act, 2013, read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
have been provided in an annexure which forms part of the Directors?
Report.
12. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The policy is in compliance with the provisions of
sub-section (3) of Section 178 of the Companies Act, 2013 and is available on the
Company?s website at www.inlandprinters.in
13. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet
with the criteria of independence as prescribed under sub section (6) of section 149 of
the Act and regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and also complied
with the Code for Independent Directors prescribed in Schedule IV to the Act.
14. DISLOSURE OF FRAUDS REPORTED UNDER SECTION 143 OF COMPANIES ACT,
2013:
During the year under review, the Directors of the Company do not
observe any contract, arrangement and transaction which could result in a fraud; the
director hereby ensures that the Company has not been encountered with any fraud or
fraudulent activity during the financial year 2023-2024.
15. COMMITTEES OF BOARD:
As on 31st March, 2024, the Company has following Statutory Committees:
a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder Relationship
Committee d. Independent Directors Committee
The Board decides the terms of reference for these companies. The
details as to the composition, terms of reference, number of meetings and related
attendance, etc. of these Committees are provided in detail, in the Corporate Governance
Report which forms a part of this Annual Report.
16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:
The Board meets at regular intervals to discuss and decide on the
Company?s policies and strategy apart from other Board matters.
The notice of Board Meeting is given well in advance to all the
Directors. The Agenda of the Board/ Committee meetings is generally circulated at least a
week prior to the date of the meeting.
During the Financial Year 2023-24, Six (6) Board Meetings and Six (6)
Audit committee meetings were convened and held. Details of each such other committee
meetings are given in the Corporate Governance Report which forms a part of this Annual
Report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.
Resolution by Circular
Apart from various meetings, the Board also considered and approved the
matter by circular resolutions, which were ratified at the next meeting of the Board as
required in terms of the Act.
17. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:
Pursuant to the provisions of the Act and the Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its Committees
The performance of Board, Committees and Individual Directors was
evaluated on the basis of criteria such as:
- Evaluation of the Board was based on criteria such as composition and
role of the Board, Board communication and relationships, functioning of Board Committees,
review of performance of Executive Directors, succession planning, strategic planning,
etc.
- Evaluation of Committees was based on criteria such as adequate
independence of each Committee, frequency of meetings and time allocated for discussions
at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc.
- Evaluation of Directors was based on criteria such as participation
and contribution in Board and Committee meetings, representation of shareholder interest
and enhancing shareholder value, experience, and expertise to provide feedback and
guidance to top management on business strategy, governance, risk and understanding of the
organization?s strategy, etc.
- Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017
18. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of
the Company forming part of this report is given as a separate section of the annual
report.
19. DIRECTOR?S RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanations relating to
material departures made from the same:
a) 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 at the end of
the financial year and of the Profit or Loss of the Company for that period.
b) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provision of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
c) That the Directors have prepared the Annual accounts on a going
concern basis.
d) The directors have laid down Internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
e) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
20. COST AUDITOR:
The provisions of Cost Audit as prescribed under section 148 of the
Act, are not applicable to the Company.
21. AUDITORS
Statutory Auditors:
At the 40th Annual General Meeting (AGM) held on 30th September, 2020,
M/s NGS & Co. LLP., Chartered Accountants Mumbai were appointed as statutory auditors
of the Company to hold office till the conclusion of the 45thAGM of the Company.
The present auditors of the Company M/s NGS & Co. LLP, Chartered
Accountants have expressed their inability to continue as Statutory Auditor of the Company
due to our company?s unwillingness to increase audit fee, and have tendered his
resignation.
The Board of Director on the recommendation of Audit Committee has
proposed the appointment of M/s. YRKDAJ and Associates LLP, (FRN: W100288), to fill in the
vacancy caused by the resignation of M/s NGS & Co. LLP., Chartered Accountants.
M/s YRKDAJ and Associates LLP, has been appointed as a Statutory
Auditor of the Company for a term of five consecutive years from the conclusion of this
Annual General Meeting till the conclusion of 49th Annual General Meeting. The
recommendations are based on the fulfilment of the eligibility criteria prescribed by
Companies Act, 2013.
The resolution as set out in the Notice of the AGM is proposed for the
consideration of the members.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s Bhuwnesh Bansal & Associates, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial year 2023-24. The
Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A.
22. AUDITORS' REPORT:
Since notes to account are self-explanatory, no further explanation is
given by the Board as such except the fact that the Board has prepared the accounts on the
basis of going concern? basis. This has been done in view of the plans of the
Board which envisage the revival of business in the Company.
The Auditor?s Report does not contain any qualification,
reservation or adverse remark on the financial statements for the year ended 31st March,
2024. However, the Annexure A of the Independent Audit Report contains the remark in
respect of pending statutory dues:
Undisputed statutory dues including Goods and Services tax, provident
fund, employees? state insurance, income-tax, sales-tax, service tax, duty of custom,
duty of excise, value added tax, cess have been regularly deposited by the company with
the appropriate authorities in all cases during the year, except Professional tax.
Name of the Statute |
Nature of the Dues |
Amount (Rs.) |
Maharashtra State Tax on Professions, Trades, Calling and
Employment Act, 1975 |
Professional Tax - Employees |
Rs. 9,800 |
Maharashtra State Tax on Professions, Trades, Calling and
Employment Act, 1975 |
Professional Tax - Company |
Rs. 5,000 |
In this regards the directors explain that presently the Company has no
business however as per the future prospects and development the Company is in process of
applying for registration under the said statute.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any Loans or Guarantees nor made any
Investments covered under the provisions of Section 186 of the Companies Act, 2013.
24. PARTICULARS OF EMPLOYEES:
There were no employees to whom the gratuity or any other retirement
benefits were payable during the financial year 2023 -24, by the Company.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There are no materially significant related party transactions made by
the Company with the promoters, Directors or Key managerial personnel which may have a
potential conflict of interest with the interest of the Company at large. Form AOC-2 as
required under sub-section (3) of section 134 of the Companies Act, 2013 is enclosed vide "Annexure
B"
26. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES:
The Company has no Subsidiaries, Associate or Joint Ventures, during
the year under review.
27. PUBLIC RELATIONS:
Your Directors recognize and appreciate the sincere work, dedicated
efforts and contribution of all the directors and stakeholders during the year.
28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
29. TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to the
reserves pursuant to the provisions of section 134(3)(j) of the Act in view of the losses
incurred by the Company.
30. ISSUE OF SHARES:
The Company during the year under review has not issued any Sweat
equity shares or shares with differential rights or under Employee stock option scheme nor
did it buy back any of its shares.
31. CORPORATE GOVERNANCE:
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015, the
compliance with the Corporate Governance provisions as specified in Regulations 17 to 27
and clauses (b) to (i) of sub regulation (2) of Regulation 46 and para C, D and E of
schedule V are not applicable to the Company. However, the Company has been observing best
corporate governance practices and is committed to adhere to the Corporate Governance
requirements on ongoing basis.
32. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 and 134 of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as
on March 31, 2024, is available on Company?s website www.inlandprintersltd.com.
33. CASH FLOW STATEMENT:
In conformity with the Indian Accounting Standard - 7 issued by the
Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing
Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2024
is annexed to the accounts.
34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of section 135(1) and 135(2) of the Act read with Rule 8
of Companies (CSR) Rules are not applicable to the Company as it is not falling under the
criteria mentioned in the Act.
35. RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy, aimed at
protecting its assets and employees which at the same time ensuring growth and continuity
of its business. Further, regular updates are made available to the Board at the Board
meeting and in special cases on ad-hoc basis.
36. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
37. MANAGERIAL REMUNERATION
No managerial personnel are drawing any remuneration except Company
Secretary of the Company.
38. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company does not have a manufacturing unit, provisions of
Section 134(3)(m) of the Act read with Rule 8(3)(A) & (B) of the Companies (Accounts)
Rules, 2014, as amended from time to time, provisions regarding conservation of energy and
technology absorption are not applicable.
39. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there were no Foreign Exchange
transactions.
40. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and independence, the
Chairman of the Audit Committee of the Board is the authority to whom reporting is made in
this regard.
41. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism as per the provisions of
section 177(9) of the Act.
42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS,
IF ANY:
The National Company Law Tribunal, ("NCLT") has issued an
Order under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
pursuant to the Scheme of Amalgamation of Parthiv
Corporate Advisory Private Limited ("Transferor Company")
with Inland Printers Limited ("Transferee Company?) and their respective
Shareholders ("Scheme"). The detailed information about the amalgamation is
mentioned above in the point no. 4 of this report.
43. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and on the date of this report.
44. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:
Since the number of workers in the Company is less than 10, the Company
has not constituted the Internal Complaint Committee as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
45. OTHERS:
- 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: Not applicable
- The details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof: Not applicable.
46. GENERAL:
Your Directors state that during the year under review, there were no
cases filed or reported pursuant to the sexual harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
47. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the
year 2023-2024 to the BSE where the
Company?s Shares are listed and traded.
48. SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial
Standards as specified by the Institute of Company Secretaries of India (ICSI).
49. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) on 16th February 2015, notified
that Indian Accounting Standards (Ind AS) are applicable to certain classes of Companies
from 1st April, 2016 with a transition date of April 1, 2015. Ind AS has replaced the
previous Indian GAAP prescribed under Section 133 of the Companies Act,
2013 ("the Act") read with Rule 7 of the Companies (Accounts)
Rules, 2014. Ind AS is applicable to the
Company from 1st April, 2017.
50. RISKS AND CONCERNS:
In today?s challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The main risks inter alia include strategic risk, operational risk, financial risk and
compliances & legal risk.
51. DISCLAIMER:
Certain statement in the management discussion and analysis may be
forward looking within the meaning of applicable securities laws and regulations and
actual results may differ materially from those expressed or implied. Factors that would
make differences to Company?s operations include competition, price realization,
changes in government policies and regulations, tax regimes, economic development and
other incidental factors.
52. ACKNOWLDEGEMENTS:
Your Company and its Directors wish to sincerely thank all the service
providers for their continuing support and co-operation.
Your Directors also sincerely thank the shareholders for the confidence
reposed by them in the Company and for the continued support and co-operation extended by
them.