The financial results are briefly indicated below:
PARTICULARS
YEAR ENDED
March 31, 2025
March 31, 2024
Total Income
24.13
-
Total Expenditure
39.10
47.58
Profit/(Loss) after Taxation
(15.02)
(47.66)
Profit/(Loss) Brought Forward
Balance carried to Balance Sheet
The Company has incurred a Loss of Rs. 15,02,878/- during the year as compared to the Lossof previous year of Rs. 47,66,111/-
The Company during the year under review could not conduct any major business activitydue to the financial constraints. The Company is in the process of identifying the projectwhich would benefit the company and shareholders at large.
> AMALGAMATION
The Board of Directors of Inland Printers Limited (the Transferee Company) in their meetingheld on 9th March, 2023, had approved the scheme of Amalgamation under section 230 to232 of the Companies Act, 2013 with Parthiv Corporate Advisory Private Limited (theTransferor Company). The said scheme is subject to the approval of the BSE and NationalCompany Law Tribunal, Mumbai and other requisite approvals. Pending receipt ofnecessary approvals, no effect of the scheme has been given in the financial results for thequarter ended 31st December, 2023. The appointed date is fixed as 1st January, 2023.
The office of the Regional Director and the Official Liquidator, Bombay have already filedtheir report before the National Company Law Tribunal, Mumbai and the matter is pendingbefore the Hon'nble Tribunal for hearing and final disposal.
There have been no material changes in the nature of business during the period underreview.
In view of the Accumulated Loss as stated above, the Board of Directors regrets its inabilityto recommended payment of any dividend for the year under review.
The company has not accepted any deposits from the Public within the purview ofprovisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance ofDeposit) Rules, 2014 during the year under review and no amount of principal or intereston fixed deposit was outstanding as on the Balance sheet date.
In terms of the provisions of the Companies Act, 2013 ('the Act'), Mr. Bhavesh RamanlalPatel, Director of the Company, retires by rotation and being eligible, offers himself forre-appointment at the ensuing Annual General Meeting.
During the year under review, the following changes took place in thecomposition of the Board of Directors Company:
• Ms. Nitaben Bhaveshkumar Patel, Director passed away and thereforeceased to be the Director of the Company on 25th May, 2024. The Board ofDirectors express their gratitude and taken on record the valuableservices rendered by her during the tenure of her services as a director ofthe Company.
• Mr. Anurag Satish Tiwari was appointed as an Additional IndependentDirector with effect from 17th December, 2025, to hold office till the ensuingAnnual General Meeting.
• Mrs. Anju Ashok Tiwari was appointed as an Additional IndependentDirector with effect from 09th January, 2025, to hold office till the ensuingAnnual General Meeting.
The Board places on record its appreciation for the valuable contribution made bythe Directors who resigned during the year and welcomes the newly appointedmembers to the Board.
During the year under review, following changes occurred in the Key ManagerialPersonnel (KMP) of the of the Company.
• Mr. Digambar Goli was appointed as Company Secretary with effect from11th July, 2024 and subsequently resigned with effect from 10th October,2024.
• Ms. Krishana Sharma was appointed as Company Secretary with effectfrom 09th January, 2024 and continues to hold office.
The Board places on record its appreciation for the valuable contribution made bythe Key Managerial Personnel who resigned during the year and welcomes thenewly appointed members to the Company.
Details pertaining to the remuneration of the Directors as required under ScheduleV to the Companies Act, 2013 have been provided in the Corporate GovernanceReport forming part of this Annual Report.
The information / details pertaining to remuneration to be disclosed by listedcompanies in terms of Section 197(12) of the Companies Act, 2013, read with Rule5(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.
The Board has, on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors, Senior Management and theirremuneration. The policy is in compliance with the provisions of sub-section (3) of Section178 of the Companies Act, 2013 and is available on the Company's website atwww.inlandprinters.in
All the Independent Directors have given declarations that they meet with the criteria ofindependence as prescribed under sub section (6) of section 149 of the Act and regulation16(1)(b) of the SEBI (LODR) Regulations, 2015 and also complied with the Code forIndependent Directors prescribed in Schedule IV to the Act.
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 thatthe Company has not been encountered with any fraud or fraudulent activity during thefinancial year 2024-2025.
As on 31st March, 2025, 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 thecomposition, terms of reference, number of meetings and related attendance, etc. ofthese Committees are provided in detail, in the Corporate Governance Report whichforms a part of this Annual Report.
The Board meets at regular intervals to discuss and decide on the Company's policies andstrategy apart from other Board matters.
The notice of Board Meeting is given well in advance to all the Directors. The Agenda ofthe Board/ Committee meetings is generally circulated at least a week prior to the date ofthe meeting.
During the Financial Year 2024-25, Twelve (12) Board Meetings and Six (5) Auditcommittee 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 AnnualReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.
Apart from various meetings, the Board also considered and approved certain matters bycircular resolutions, which were ratified at the next meeting of the Board as required interms of the Act.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried outan annual performance evaluation of its own performance, the Directors individually aswell as the evaluation of the working of its Committees
The performance of Board, Committees and Individual Directors was evaluatedon the basis of criteria such as:
• Evaluation of the Board was based on criteria such as composition and role of theBoard, 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 eachCommittee, frequency of meetings and time allocated for discussions at meetings,functioning of Board Committees and effectiveness of its advice/recommendation tothe Board, etc.
• Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings, representation of shareholder interest and enhancingshareholder value, experience, and expertise to provide feedback and guidance to topmanagement on business strategy, governance, risk and understanding of theorganization's strategy, etc.
• Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia on January 5, 2017
A Management Discussion and Analysis on the business and operations of the Companyforming part of this report is given as a separate section of the annual report.
The Board of Directors hereby confirms:
That in the preparation of the Annual Accounts, the applicable accounting standards havebeen followed along with proper explanations relating to material departures made from thesame:
a) That the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year and ofthe Profit or Loss of the Company for that period.
b) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud andother 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 Companyand 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 ofall applicable laws and that such systems were adequate and operating effectively.
The provisions of Cost Audit as prescribed under section 148 of the Act, are not applicableto the Company.
At the Annual General Meeting (AGM) held on 25th September, 2024, M/s YRKDAJ andAssociates LLP., Chartered Accountants Mumbai were appointed as statutory auditors ofthe Company in place of resigning Auditor M/s NGS & Co. LLP., Chartered Accountants.
M/s YRKDAJ and Associates LLP Statutory Auditors of the Company shall hold office tillthe conclusion of the 49thAGM of the Company
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/sYatin Sangani and Associates, Practising Company Secretaries to undertake the SecretarialAudit of the Company for the financial year 2024-25. The Secretarial Audit Report (e-formMR-3) is annexed herewith as Annexure-A.
In accordance with the recent amendments to the Listing Regulations, the Board hasrecommended to the members for their approval, appointment of M/s Yatin Sangani andAssociates, Practising Company Secretary, as the Secretarial Auditor of the Company, for aterm of 5 (five) consecutive financial years commencing from the financial year 2025-26 tothe financial year 2029-30.
Since notes to account are self-explanatory, no further explanation is given by the Board assuch 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 ofbusiness in the Company.
The Auditor's Report does not contain any qualification, reservation or adverse remark onthe financial statements for the year ended 31st March, 2025. However, the Annexure A ofthe 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, valueadded tax, cess have been regularly deposited by the company with the appropriateauthorities in all cases during the year, except Professional tax. The Board of Directors aretaking necessary steps to register with Profession Tax authority and pay the outstandingdues.
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. 15,500
Professional Tax -Company
Rs. 12,500
The Company has not given any Loans or Guarantees nor made any Investments coveredunder the provisions of Section 186 of the Companies Act, 2013.
There were no employees to whom the gratuity or any other retirement benefits werepayable during the financial year 2024 -25, by the Company.
There are no materially significant related party transactions made by the Company with thepromoters, Directors or Key managerial personnel which may have a potential conflict ofinterest 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"
The Company has no Subsidiaries, Associate or Joint Ventures, during the year underreview.
Your Directors recognize and appreciate the sincere work, dedicated efforts andcontribution of all the directors and stakeholders during the year.
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore, there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
During the year under review, no amount has been transferred to the reserves pursuant tothe provisions of section 134(3)(j) of the Act in view of the losses incurred by the Company.
The Company during the year under review has not issued any Sweat equity shares orshares with differential rights or under Employee stock option scheme nor did it buy backany of its shares.
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015, the compliance with theCorporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) ofsub regulation (2) of Regulation 46 and para C, D and E of schedule V are not applicable tothe Company. However, the Company has been observing best corporate governancepractices and is committed to adhere to the Corporate Governance requirements on ongoingbasis.
Pursuant to Section 92 and 134 of the Companies Act, 2013 read with Rule 12 of theCompanies (Management and Administration) Rules, 2014, the Annual Return as on March31, 2025, is available on Company's website www.inlandprintersltd.com.
In conformity with the Indian Accounting Standard - 7 issued by the Institute of CharteredAccountants of India and the provisions of Clause 32 of the Listing Agreement with the BSELimited, the Cash Flow Statement for the year ended March 31, 2025 is annexed to theaccounts.
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 inthe Act.
The Company follows a proactive risk management policy, aimed at protecting its assetsand 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 specialcases on ad-hoc basis.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated persons of the Company, asper SEBI (Prohibition of Insider Trading) Regulations, 2015.
Mr. Kishor Sorap, Whole Time Director of the Company has been paid a remuneration asper the details given in the Corporate Governance Report.
Since the Company does not have a manufacturing unit, provisions of Section 134(3)(m) ofthe Act read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules, 2014, as amendedfrom time to time, provisions regarding conservation of energy and technology absorptionare not applicable.
During the year under review, there were no Foreign Exchange transactions.
The Company has an Internal Control System, commensurate with the size, scale andcomplexity of its operations. To maintain its objectivity and independence, the Chairman ofthe Audit Committee of the Board is the authority to whom reporting is made in this regard.
The Company has established a Vigil Mechanism as per the provisions of section 177(9) ofthe Act.
The Approval of National Company Law Tribunal, ("NCLT") is sought under Sections 230 to232 and other applicable provisions of the Companies Act, 2013 to the Scheme ofAmalgamation of Parthiv Corporate Advisory Private Limited ("Transferor Company") withInland Printers Limited ("Transferee Company') and their respective Shareholders("Scheme").
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relate andon the date of this report.
Since the number of workers in the Company is less than 10, the Company has notconstituted the Internal Complaint Committee as required under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
• The details of application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at theend of the financial year: Not applicable
• The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof: Not applicable.
Your Directors state that during the year under review, there were no cases filed or reportedpursuant to the sexual harassment of women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to theBSE where the Company's Shares are listed and traded.
The Company is in compliance with all the applicable Secretarial Standards as specified bythe Institute of Company Secretaries of India (ICSI).
The Ministry of Corporate Affairs (MCA) on 16th February 2015, notified that IndianAccounting 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 GAAPprescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of theCompanies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April,2017.
In today's challenging and competitive environment, strategies for mitigating inherent risksin accomplishing the growth plans of the Company are imperative. The main risks inter aliainclude strategic risk, operational risk, financial risk and compliances & legal risk.
Certain statement in the management discussion and analysis may be forward lookingwithin the meaning of applicable securities laws and regulations and actual results maydiffer materially from those expressed or implied. Factors that would make differences toCompany's operations include competition, price realization, changes in governmentpolicies and regulations, tax regimes, economic development and other incidental factors.
Your Company and its Directors wish to sincerely thank all the service providers for theircontinuing support and co-operation.
Your Directors also sincerely thank the shareholders for the confidence reposed by them inthe Company and for the continued support and co-operation extended by them.
Kishor Krushna SorapChairman & Whole Time DirectorDIN.: 08194840