Dear Members,
Your Directors have pleasure in presenting the 30th Annual Report on the operations of
Palco Limited together with the audited financial statements for the year ended March 31,
2020. The financial results of the Company are as follows:
1. Financial Results:
| PARTICULARS |
(2019-20) |
(2018-19) |
| Net Income & Other Income |
Nil |
Nil |
| Operating expenditure |
43.00 |
11.80 |
| Operating Profit |
(43.00) |
(11.80) |
| Interest & Depreciation |
Nil |
Nil |
| Provision for taxes (Current & Deferred) |
Nil |
Nil |
| Profit/Loss after Tax (PAT) |
(43.00) |
(11.80) |
2. Review of Operations and State of Companys Affairs:
The Company is not in operations since 2005, as the assets of the Company had been
taken over by Asset Reconstruction Company (India) Limited (ARCIL) under the
Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002. Since then, the company is not operating and also the company does not have any
employees and assets.
3. Dividend, Fixed Deposits and General Reserves:
The company has not declared any dividend nor invited / accepted deposits from the
public and there are no general reserves with the Company as there were no operations in
the company.
4. Extract of the Annual Return as per 92(3), Rule 12 in form MGT 9-134 (3)(a): Annexed
to the Report as "Annexure-A"
5. Number of Meetings of the Board:
The Company has conducted 5 board meetings during the year on following dates with a
gap not exceeding 4 months between any two meetings 25.05.2019, 28.06.2019, 13.08.2019,
14.11.2019 and 10.02.2020.
6. Directors Responsibility Statement:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to
the best of their knowledge and belief and according to the information and explanation
obtained by them,
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have
been selected and applied consistently and judgments and estimates that are reasonable and
prudent made so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year 20192020 and of the profit or loss of the Company for that
period;
iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The annual accounts for the year 2019-2020 have been prepared on a going concern
basis.
v. That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
7. Companys Policy on Directors Appointment & Remuneration, including the
criteria for determining Qualifications,Positive Attributes, Independence of the Directors
and others as per 178(3):
Nomination and Remuneration Committee looks after the criteria for determining
Qualifications, Positive Attributes, and Independence of the Directors and others as per
178(3).
8. Explanation / comments by the Board on every Qualifications, Reservations, Adverse
Remarks or Disclaimers made by the Statutory Auditors & the Practicing Company
Secretary in their Reports:
The Notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
Secretarial Auditor in their Report have raised few qualifications and the following
are the measures we have taken for such qualifications:
1. The Company is not in operation and not in a position to appoint Key managerial
persons in the company as required under section 203 of the Companies Act, 2013 and rules
made there under and due to which the Company could not constitute the Proper Board of
Directors as required.
2. Due to Financial Problem and also the Company is not in operation the Company could
not appoint the Internal Auditors.
9. Particulars of the Loans,Guarantees, Security or Investments and the purpose for
which the Loan, Guarantee or Security is proposed to be utilized by the recipient as per
186:
The Company has not given any loan, guarantee nor made investment covered under the
provisions of section 186 of the Companies Act, 2013.
10. Particulars of Contracts or Arrangements with the Related Parties along with the
justification for entering into such transactions as per 188(1)-134(3)(h) & Rule 8(2):
Since there are no operations there are no contract and arrangement with related
parties.
11. Material Changes And Commitments Affecting The Financial Position Of The Company
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
12. Conservation of energy, technology absorption, Research & Development and
foreign exchange earnings and outgo:
The Company had no operations, during the year and therefore power and fuel
consumptions are NIL.
Foreign Exchange Earnings and Out go: NIL
13. Risk management :
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force) and as
per SEBI (LODR) Regulations, 2015 the Risk management is Not applicable to the Company.
r
14. Corporate social responsibility :
Pursuant to the provisions of section 135 (1) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility
policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for
the time being in force), corporate social responsibility is not applicable to the
Company.
15. Performance & Financial Position of the Subsidiaries / JVs / Associate
Companies:
There are no Subsidiary Companies nor is the Company subsidiary to any company.
16. Names of the Companies which have ceased to be Subsidiaries / JVs / Associates: Nil
17. Change in the nature of business, if any:
There is no business in the Company and further the Company is not carrying out any
business activity.
18. Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Venkata Reddy Kovvuri retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.
a) Cessation of Director
During the Year under there is no cessation of Directors.
b) Changes in Directorship
During the period under review, there was no change in the designation/terms of
directorship of any of the Directors of the Company.
c) Declaration given by Independent Directors
There is no Independent Director in the Company.
19. Details of the Deposits as per the Chapter V :
The Company has not accepted any deposits under the provisions of the Companies
Act,2013.
20. Details of the Deposits not in compliance of requirements of Chapter V of the Act:
NIL
21. Details of the Significant & Material orders passed by the Regulators/ Courts/
Tribunals impacting the going concern status of Companys operations in future:
There are no such significant and material orders passed by the regulators / Courts /
tribunals impacting the companies operations. However, the Company is not operating and is
on going concern company.
22. Details in respect of the adequacy of Internal Financial Controls with reference to
the Financial Statements - Rule 8(5)(viii):
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design nor operation was observed.
23. Disclosure regarding receipt of commission by a director from the holding or
subsidiary of a company, in which such person is a managing or whole-time director:
None of the Directors have received any commission from any Holding or Subsidiary (The
Company does not have holding or subsidiary Company)
24. Manner of formal annual evaluation of own performance of the board, committees and
individual Directors:
< Y
The Company has made the annual evaluation on the performance of the Board, Committees
and Individual Directors.
25. Report on corporate governance and management discussion and analysis report
Pursuant to the Regulation15 (2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the
corporate governance provisions as specified in regulations 17 to 27 and 46 (2) and Para
C, D and E of Schedule V are not applicable to the Company since its paid-up share capital
though exceed Rupees 10 Crore but its net-worth does not exceed Rupees 25 Crore as on the
last day of previous financial year i.e. 31st March 2020.
Accordingly, for the year under review, the reports stating compliance with the Code of
Corporate Governance and the Management Discussion and Analysis have not been annexed to
this Report.
26. Nomination and Remuneration Policy:
The Company has Nomination and Remuneration Committee. The Company is not paying any
remuneration to the Directors. No sitting fee is paid to directors for attending the
Meetings.
27. Vigil Mechanism / Whistle Blower Policy:
Pursuantto Section 177 of the Companies Act, 2013 read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle
Blower Policy to deal with instance of fraud and mismanagement, if any.
28. Statutory Auditors:
In terms of section 139(1) of the Companies Act, 2013 M/s.M.N Rao&
Associates,Chartered Accountants, Hyderabad were appointed as the Statutory Auditors of
the Company to hold office for the period of 5 years from the conclusion of 28th Annual
General Meeting till the conclusion of 33rd Annual General Meeting.
30. Particulars of Employees and related disclosures:
There are no employees whose details are required to be given under Section 197 of the
Companies Act, 2013.
31. Appreciation:
Your Directors express their gratitude to the shareholders.
By order of the Board of Directors For Palco Limited
|
Sd/- |
|
Venkata Reddy Kovvuri |
|
Managing Director |
| Place: Hyderabad Date : 27.08.2020 |
(DIN: 07778118) |
+91-9892691696
