As on: May 02, 2024 09:31 PM
TO THE SHAREHOLDERS
To,
The Members,
Your Directors present their 43rd Annual Report along with the Audited statements of Account for the year ended March 31, 2023.
1. FINANCIAL RESULTS
The financial results are briefly indicated below:
(In lakh)
2. REVIEW OF OPERATIONS
The Company has incurred a Loss of Rs. 22,00,697/- during the year as compared to the Loss of previous year of Rs. 21,50,247/-
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.
MATERIAL EVENT DURING THE YEAR
• 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 said scheme is subject to the approval of the BSE and National Company Law Tribunal, Mumbai and other requisite approvals. Pending receipt of necessary approvals, no effect of the scheme has been given in the financial statements for the financial year ended 31st March, 2023. The appointed date is fixed as 1st January, 2023.
4. CHANGES IN THE NATURE OF BUSINESS. IF ANY:
There have been no material changes in the nature of business during the period under review.
5. 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.
6. 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.
7. DIRECTORS
Director retire bv rotation:
In terms of the provisions of the Companies Act, 2013 (‘the Act?), Mr. Kishor Sorap, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.
Appointment of Director:
During the year under review, based upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on February 24, 2023 approved the appointment of Ms. Dhwani Dinesh Punamiya and Ms. Nidhi Haresh Parekh as an Independent Directors of the Company w.e.f 24.02.2023 and their appointment was duly approved by the shareholders of the Company through Special resolution passed by way of postal ballot on May 18, 2023.
The Company has also received a declaration of independence from Ms. Dhwani Dinesh Punamiya and Ms. Nidhi Haresh Parekh that they are not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as a Director of the Company and also provided declaration to the effect that they are not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.
Cessation:
Mr. Ashok Devakinandan Bansal, Non-Executive Independent Director resigned w.e.f. 21stFebruary, 2023. Ms. Sonali Sinha, Non-Executive and Independent Director resigned w.e.f. 10th February, 2023.
8. KEY MANAGERIAL PERSONNEL:
Ms. Meghana Kashte has resigned as a Company Secretary and Compliance Officer of the Company with effect from 14th May, 2022.
Hence, pursuant to the recommendation of Nomination and Remuneration Committee, Ms. Bhumi Mistry was appointed as a Company Secretary and Compliance Officer of the Company, with effect from 22nd September, 2022.
9. REMUNERATION TO DIRECTORS:
During the year under review, the Company has not paid any remuneration or sitting fees to any of the Directors of the Company.
10. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of remuneration of each Director to the median of the employees has not been calculated.
11. 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.in1andprinters.in
12. 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(l)(b) of the SEBI (LODR) Regulations, 2015.
13. DLSLOSURE 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 2022-2023.
14. COMMITTEES OF BOARD;
As on 31st March, 2023, 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.
15. 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 2022-23, Eight (8) 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 certain matters by circular resolutions, which were ratified at the next meeting of the Board as required in terms of the Act.
16. 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
17. 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.
18. 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.
19. COST AUDITOR;
The provisions of Cost Audit as prescribed under section 148 of the Act, are not applicable to the Company.
20. AUDITORS Statutory Auditors:
At the 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.
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 2022-23. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A.
21. 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, 2023.
22. 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.
23. PARTICULARS OF EMPLOYEES:
There were no employees to whom the gratuity or any other retirement benefits were payable during the financial year 2022 -23, by the Company.
24. 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"
25. SUBSIDIARIES. ASSOCIATE AND JOINT VENTURES:
The Company has no Subsidiaries, Associate or Joint Ventures, during the year under review.
26. PUBLIC RELATIONS:
Your Directors recognize and appreciate the sincere work, dedicated efforts and contribution of all the directors and stakeholders during the year.
27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND tIEPF):
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).
28. 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.
29. 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.
Paid-up Equity Share Capital includes Rs, 8,58,500/- being the amount originally paid-up on forfeited shares.
30. 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.
31. 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, 2023, is available on Company?s website www.inlandprintersltd.com.
32. 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, 2023 is annexed to the accounts.
33. 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.
34. 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.
35. 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.
36. MANAGERIAL REMUNERATION
No managerial personnel are drawing any remuneration.
37. 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.
38. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, there were no Foreign Exchange transactions.
39. 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.
40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism as per the provisions of section 177(9) of the Act.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS. IF ANY:
There were no significant material orders passed by the Regulators, Courts or tribunals during the year ended 31st March, 2023 impacting the going concern status of your Company and its future operations.
42. 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.
43. 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.
44. 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.
45. 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.
46. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to the BSE where the Company?s Shares are listed and traded.
47. 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).
48. 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.
49. 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.
50. 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.
51. 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.