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Directors Reports

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.