Palco Metals Ltd Directors Report.

To,

The Members,

Palco Metals Ltd.,

Ahmedabad

Your Directors have pleasure in presenting herewith the 56th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2017.

FINANCIAL RESULTS :

(Rs. In Lacs)
Particulars Year Ended on 31/03/2017 Year Ended on 31/03/2016
TOTAL INCOME
Revenue from Operations (Net) - -
Other Income 23.47 12.37
Total revenue 23.47 12.37
Total Expenses:
Expenses (Employee Exps) 1.75 1.67
Other Exps 10.10 15.35
Finance Costs 9.25 0.97
Total Exps 21.09 17.99
Profit/(Loss) after finance costs but before exceptional Items 2.38 (5.62)
Exceptional Items - -
Profit before extraordinary items and tax 2.38 (5.62)
Extraordinary Items - 80.00
Profit before Tax 2.38 74.38
Tax Expenses 12.50 48.22
Net Profit /Loss for the Period (10.12) 26.16
Earning Per share (0.25) 0.65

STATEMENT OF COMPANYS AFFAIRS:

The Company has not earned any revenue from Operations. Other income from interest stood at Rs. 23.47 Lacs as compared to Rs.12.37 Lacs last year.

DIVIDEND:

This Year also company has not earned any income from operations. Hence, with a view to conserve the resources, the board of directors of the company have not recommended any dividend for the year under review.

TRANSFER TO RESERVE

The Company proposes to transfer Nil amount to General Reserve and amount is proposed to be retained as the Surplus in the Statement of Profit and Loss.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required under Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed Form MGT-9, is annexed herewith as Annexure-A, to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (listing regulations) the Management Discussion and Analysis Report has been enclosed herewith as per Annexure- B and forming part of the Directors Report.

ACCEPTANCE OF DEPOSITS:

During the year under review, the Company has not accepted any deposits from the Public and Shareholders of the Company. As such, no amount of principal or interest was outstanding as of the Balance Sheet date.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY:

The Company have associate company Palco Recycle Industries Limited within the meaning of Section 2(6) and 2(87) of the Companies Act, 2013. Palco Recycle Industries Limited has performed stable during the year. Total Revenue during the year stood at Rs. 71,16,23,596 /-as compared to last year of Rs. 67,01,66,322/-. Profit after Tax stood at Rs.46,06,379/- as compared to Rs. 13,33,438/-.

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made there under is attached herewith as Annexure C to the report.

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company has the associate company i.e. Palco Recycle Industries Limited, Consolidated Financial Statements prepared, pursuant to the requirements of Section 129, read with Schedule III of the Companies Act, 2013 and Rules made there under, Listing Regulations and applicable Accounting Standards, are placed in the Annual Report along with the Auditors Report thereon. They are also forming part of the financial statements.

CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to the company and hence not required to be prepared.

DIRECTORS RESPONSIBILITY (REPORT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that :

(a) In the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 and loss of the company for the year under review;

(c) The Directors had taken proper and sufficient care 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;

(d) The Directors had prepared the annual accounts for the financial year ended on 31st March, 2017 on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 are not provided, as during the year under review, the Company has not given any loan nor made any investment nor given any guarantee nor provided any security to any person.

RELATED PARTY TRANSACTIONS:

Transaction with related parties pursuant to the provisions of Listing Regulations and erstwhile Listing Agreement are disclosed in Note No. 24 of the Notes to the Standalone Financial Statements for the year ended on 31st March, 2017, in the Annual Report as required by the Accounting Standard (AS) 18 issued by ICAI.

However, there are no materially significant related party transactions made/ entered into by the Company with its related parties including promoters, directors or the management etc. that may have potential conflict with the interests of the Company at large.

The requirement of Policy on materiality of related party transactions and dealing with related party transactions is not applicable to company as per the regulation 15(2) of Listing Regulations. After applicability of regulation 15(2) of Listing Regulations, policy on the same is withdrawn by the company and is taken back from the website of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & POLICY :

During the year, Mrs. Nisha Agrawal has resigned as the Company Secretary and Compliance officer of the company w.e.f 18th July, 2016 and Company has appointed Mr. Mukesh Tiwari as the Company Secretary and Compliance officer and Key Managerial Person of the company w.e.f 10th August, 2016.

Mr. Badal Naredi was appointed as the Chief Financial Officer of the company w.e.f. 09th June, 2016.

Term of Mr. Kanaiyalal Agrawal (DIN: 00594240) as the Whole Time Director of company expired on 30th July, 2016 and Board of Directors in their meeting dated 10th August, 2016, after recommendation of Nomination and Remuneration Committee reappointed Mr. Kanaiyalal Agrawal as the Whole Time Director for 5 years w.e.f. 1st August, 2016 to 30th July, 2021. The same resolution was also approved by the members at the AGM held in last year.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under, Mr. Narendra Agrawal (DIN: 00580711), Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment, for which necessary resolution has been incorporated in the notice of the meeting. The Board of Directors recommends re-appointment of Mr. Narendra Agrawal as a Director of the Company.

The brief resume/details relating to the said Directors, who are to be re-appointed/appointed are furnished in the Notice of the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

Further company is exempted under regulation 15(2) of the Listing Regulations from holding Familiarization program for independent Directors.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Directors pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The performance of the Board and committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. None of the independent directors are due for reappointment.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and Senior Management.

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the website of the Company viz. www.palcometals.com.

NUMBER OF BOARD MEETINGS:

During the financial year 2016-2017, 4 (Four) Board Meetings were held on 27/05/2016, 10/08/2016, 12/11/2016, 03/02/2017. The gap between two Board Meetings did not exceed 120 days as prescribed in the Companies Act, 2013. All the Directors were present in each of the meeting of the Board of Directors of the company.

COMMITTEES OF DIRECTORS:

The Board has constituted Committees consisting of Executive and Non-Executive Directors to ensure focused attention on various facets of business and for better accountability. Pursuant to the Companies Act, 2013, as on March 31st, 2017 the Company has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

Each of the above Committees has been mandated to operate within a given framework. The Company Secretary acts as Secretary to all the Committees. The Minutes of the proceedings of the Committee Meetings are circulated to the Directors and noted at the Board Meeting.

1. Audit Committee

The Audit Committee of the Company consists of 2 Independent Directors (Mr. Kailashchandra Babulal Agrawal and Mr. Nareshchand Jain) and 1 Non Independent Director (Mr. Kirankumar Babulal Agrawal). The Chairman of the Audit Committee is financially literate and majority of them have accounting related or financial management experience. Company Secretary acts as Secretary to the Committee.

Four Meetings of the Audit Committee were duly held during the year under review as on 27/05/2016, 10/08/2016, 12/11/2016, 03/02/2017. All the Directors were present in each of the meeting of the Audit Committee.

2. Nomination & Remuneration Committee

The Nomination and Remuneration Committee consists of 2 Independent Director (Mr. Nareshchand Jain Chairman and Mr. Kailashchandra Agrawal) and 1 Non Independent Director (Mr. Kirankumar Agrawal). Company Secretary acts as Secretary to the Committee.

Two Meetings of the Nomination & Remuneration Committee were duly held during the year under review as on 09/08/2016, 02/02/2017. All the Directors were present in each of the meeting of the Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company consists of 2 Independent Directors (Mr. Kailashchandra Agrawal Chairman and Mr. Nareshchand Jain) and 1 Non Independent Director (Mr. Kirankumar Babulal Agrawal). Company Secretary acts as Secretary to the Committee.

Six Meetings of the Stake Holders Relationship Committee were duly held during the year under review as on 27/05/2016, 09/08/2016, 20/10/2016, 12/11/2016, 30/11/2016, 03/02/2017. All the Directors were present in each of the meeting of the Stakeholders Relationship Committee.

4. Risk Management Committee

The Company has constituted a Risk Management Committee which identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actio ns on a continuing basis. The Company has formulated a Risk Management Policy which is also available on the Companys website at www.palcometals.com.

The Risk Management Committee of the company consists of 2 Directors (Mr. Kailaschandra Babulal Agrawal, Independent director and Chairman and Mr. Kirankumar Babulal Agrawal Non Independent. No formal meeting was held during the year but general discussion was taken between members on subject in Board meetings.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

As required under Section 134(3)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - D attached herewith and forming part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILI TY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, provisions of Corporate Social responsibility is not applicable to the company.

INTERNAL FINANCIAL CONTROLS :

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 operations were observed.

STATUTORY AUDITORS:

Section 139(2) of the Companies Act, 2013 (effective 1st April, 2014), mandates that a listed company or such other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

The Company has appointed M/s. Rahul Kakani & Associates as the Statutory Auditor for the 1st term of Five years from the conclusion of 53rd Annual General Meeting to conclusion of 58th Annual General Meeting subject to their ratification at every Annual General Meeting.

-The Board has considered the ratification for the Financial Year 17-18 and From 56th AGM to the 57th AGM in the notice of the 56th AGM for members approval.

The Auditors Report for the financial year 2016-2017 does not contain any major qualification, reservation or adverse remark. All the qualifications and observations are general and self explanatory in nature.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed Mr. Punit Lath, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure -E to this Report.

The Secretarial Audit Report for the financial year 2016-2017 does not contain any major qualification, reservation or adverse remark. All the qualifications and observations are general and self explanatory in nature.

LISTING AGREEMENT WITH STOCK EXCHANGE :

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE upto the Financial Year 20162017.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as the company does not have any operations or employees except Board and Key Managerial Person.

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as, during the financial year under review, no employee of the Company including Whole-time Directors and Managing Directors were in receipt of remuneration in excess of the limits set out in the said rules.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to Whole-time Directors or Managing Directors of the Company, as he may desire. No employee of the Company is denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is also available on the website www.palcometals.com.

GENERA L:

During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2016 till the date of this report.

During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and re-dressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Re-dressal) Act, 2013 and the Rules made thereunder.

In the preparation of Financial Statement no treatment different from that of prescribed accounting standard has been followed.

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and On behalf of the Board of Directors
Date: 11th August, 2017 SD/- SD/-
Place: Ahmedabad Kanaiyalal Agrawal KiranKumar Agrawal
Whole Time Director Director
SD/- SD/-
Badal Naredi Mukesh Tiwari
(CFO) (CS)

ANNEXURE D

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC

The information in accordance with the provisions of Section 134 (3) (m) of The Companies Act, 2013, read with the rule 8 (3) of Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption and Foreign Exchange Earnings and outgo is herein given below and forms part of the Directors report:

(A) CONSERVATION OF ENERGY:

In line with the companys commitment towards conservation of energy, company throughout the year, aimed at improving energy efficiencies through improved operational and maintenance practices. Further company does not have production facilities or any major consumption of energy as a part of its operations, so this is not the major event for the company. However steps were taken in directions are as under:

* Replacement of HPMV lightings by LED lightings.

* Usage of 5 Star rated electronic appliances.

No capital investment was done on energy conservation.

(B) TECHNOLOGY ABSORPTION :

Company does not have any production facilities or any operations where Technology upgradation can be done hence information is not applicable to the company.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earned in terms of actual inflows during the year and the Foreign exchange outgo during the year in terms of actual outflow is given herein below:

Particulars Current Year Previous Year
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo NIL NIL

 

Date: 11th August, 2017

For and On behalf of the Board of Directors

Place: Ahmedabad Sd/- Sd/-
Kanaiyalal Agrawal KiranKumar Agrawal
Whole Time Director Director
Sd/- Sd/-
Badal Naredi Mukesh Tiwari
(CFO) (CS)