PALCO Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 29th Annual Report on the operations of Palco Limited together with the audited financial statements for the year ended March 31, 2019. The financial results of the Company are as follows:

1. Financial Results:

(In Lakhs)

PARTICULARS (2018-19) (2017-18)
Net Income & Other Income Nil Nil
Operating expenditure 11.80 15.56
Operating Profit (11.80) (15.56)
Interest & Depreciation Nil Nil
Provision for taxes (Current & Deferred) Nil Nil
Profit/Loss after Tax(PAT) (11.80) (15.56)

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 4 board meetings during the year on following dates with a gap not exceeding 4 months between any two meetings 25.05.2018, 09.08.2018, 14.11.2018, and 12.02.2019

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 201819 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 2018-19 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. Nomination & Remuneration Policy

Board of Directors looks after the criteria for determining Qualifications, Positive Attributes, and Independence of the Directors and others as per Companies Act, 2013. The Company is not paying any remuneration to the Directors, No sitting fee is paid to directors for attending the Meetings.

8. Statutory Auditor

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 25th Annual General Meeting till the conclusion of 30th Annual General Meeting.

9. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jineshwar Kumar Sankhala, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B" to this report.

10. 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 following qualifications:

1. Board is of the opinion that the Company is not carrying any commercial operations and cannot afford to appoint Key Managerial Persons, Internal Auditor, payment of listing fee etc.

2. the Company will endeavour to comply all the compliances of SEBI and Companie Act.

11. Internal Auditors:

The company has not appointed internal auditors pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

12. 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.

13. 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.

14. 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 there port.

15. 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

16. 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.

17. 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 there of for the time being in force), corporate social responsibility is Not applicable to the Company.

18. Performance & Financial Position of the Subsidiaries / JVs / Associate Companies:

There are no Subsidiary Companies nor is the Company subsidiary to any company.

19. Names of the Companies which have ceased to be Subsidiaries / JVs / Associates: Nil

20. 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.

21. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Bhuvaneswari Kovvuri retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Venkat Reddy Kovvuri has been appointed as Managing Director of the Company on 28th June 2019.

Ms. Priyanka Chopra has been appointed as Company Secretary and Compliance Officer of the Company on 28th June 2019.

22. Details of the Deposits as per the Chapter V :

The Company has not accepted any deposits under the provisions of the Companies Act,2013.

23. Details of the Deposits not in compliance of requirements of Chapter V of the Act: NIL

24. 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.

25. 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.

26. 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)

27. Manner of formal annual evaluation of own performance of the board, committees and individual Directors:

The Company has made the annual evaluation on the performance of the Board, Committees and Individual Directors.

28. 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 2019.

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.

29. 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, ifany.

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
Venkata Reddy Kovvuri
Managing Director
Place: Hyderabad (DIN: 07778118)
Date : 13.08.2019