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PALCO Ltd.

BSE: 513405 Sector: Metals & Mining
NSE: PENNARALUM ISIN Code: INE057C01018
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VOLUME 36
52-Week high 0.80
52-Week low 0.21
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.21
Buy Qty 164.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.21
CLOSE 0.21
VOLUME 36
52-Week high 0.80
52-Week low 0.21
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.21
Buy Qty 164.00
Sell Price 0.00
Sell Qty 0.00

PALCO Ltd. (PENNARALUM) - Director Report

Company director report

BOARD’S REPORT

Dear Members

Your Directors have pleasure in presenting the 26th Annual Report on the operations ofPalco Limited together with the audited financial statements for the year ended March 312016. The financial results of the Company are as follows:

1. Financial Results

(In lakhs)

Particulars 2015-16 2014-15
Net Income & Other Income NIL NIL
Operating expenditure 23.06 13.72
Operating Profit (23.06) (13.72)
Interest & Depreciation NIL NIL
Provision for taxes (Current & Deferred) NIL NIL
Profit/Loss after Tax(PAT) (23.06) (13.72)

2. REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

The Company is not in operations since 2005 as the assets of the Company had beentaken over by Asset Reconstruction Company (India) Limited (ARCIL) under theSecuritization and Reconstruction of Financial Assets and Enforcement of Security InterestAct 2002. Since then the company is not operating and also the company does not have anyemployees and assets. The company also does not have any executive directors.

3. Dividend Fixed Deposits and General Reserves:

The company has not declared any dividend nor invited / accepted deposits from thepublic and there are No General Reserves with the Company as there were no operations inthe 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: During the year ended 2015-16 the Board ofDirectors met Seven Times.

6. Directors Responsibility Statement:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profitof the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)the Directors have prepared the annual accounts on a 'non-going concern' basis;

e) The directors have prepared the accounts for the financial year ended 31st March2016 on a "non going concern" basis.

7. Statement on the declaration given by the independent directors as per149(6):

Whenever Independent Director is appointed a Declaration is given by the IndependentDirector who are been so appointed in the Company

8. Company's Policy on Directors' Appointment & Remuneration including thecriteria for determining Qualifications Positive Attributes Independence of theDirectors and others as per 178(3) :

Nomination and Remuneration Committee looks after the criteria for determiningQualifications Positive Attributes and Independence of the Directors and others as per178(3)

9. Explanation/ comments by the Board on every Qualifications ReservationsAdverse Remarks or Disclaimers made by the Statutory Auditors & the Practicing CompanySecretary in their Reports:

The Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Boards reply to the Auditors Qualifications; The Company is unable to continue itsbusiness as a going concern because the total assets of the company have been taken overby ARCIL and sold.

Company Secretary in their Report have raised few qualifications and the following arethe measures we have taken for such qualifications

1. The Company is not in operation and not in a position to appoint Key managerialpersons in the company as required under section 203 of the Companies Act 2013 and rulesmade there under Women Director Internal Auditors. And also the Company is not in theposition to pay the Listing Fee.

10. Particulars of the Loans Guarantees Security or Investments and the purpose forwhich the Loan Guarantee or Security is proposed to be utilized by the recipient as per186:

The Company has not given any loan guarantee nor made investment covered under theprovisions of section 186 of the Companies Act 2013.

11. Particulars of Contracts or Arrangements with the Related Parties along with thejustification for entering into such transactions as per 188(1) – 134(3)(h)& Rule8(2):

Since there are no operations there are no contract and arrangement with relatedparties

12. Material changes & commitments if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the Report:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

13. Conservation of energy technology absorption Research & Development andforeign exchange earnings and outgo:

The Company had no operations during the year and therefore power and fuelconsumptions are NIL.

14. Development and implementation of a Risk Management Policy including theidentification therein of the elements of risk which in the opinion of the Board maythreaten the existence of the Company:

The Company do not have any operations and there are no assets in the Company. Howeverappropriate measures have been taken to minimize the risk to the Company.

15. Details of the policy developed and implemented on the CSR and the initiativestaken Composition of CSR Committee:

During the Financial Year 2015-16 Company was not required to spend on CSR Activitiesas there are no operations. Therefore company do not fall under any of the category asspecified under section 135(1) of the Companies Act 2013 read with Rules made there under

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

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

17. Change in the nature of business if any:

There is no business in the Company.

18. Appointment and cessation of Directors:

Mr. Vijay Chandra Puljal who retires by rotation and being eligible offer himself forreappointment. Your Board recommends his appointment.

The Company has Appointed Mr. Andi Srinivas Rao as Additional Director on 12.12.2015.But unfortunate demises of him on 09.02.2016 due to death has happened.

The Company has also appointed Mr. Maddur Rajeswar Rao as Additioan IndependentDirector on 16.12.2015 and Mr. Andi Rajender as Additioan Independent Director on20.02.2016.

During the Year Mrs. Surekha Manepalli resigned as Director on 12.12.2015 and Mr. SVRamachandra Rao resigned on 16.12.2015 as Directors of the Company.

Pursuant to the provisions of Clause 49 of the Listing Agreement brief particulars ofthe directors who are proposed to be appointed/re-appointed are provided as an annexure tothe notice convening the Annual General Meeting.

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section(6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges.

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

20. Details of the Deposits as per the Chapter V: The Company has not accepted anydeposits under the provisions of the Companies Act 2013.

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

22. Details of the Significant & Material orders passed by the Regulators/ Courts/Tribunals impacting the going concern status of Company's operations in future: Thereare no such significant and material orders passed by the regulators/ Courts/tribunalsimpacting the companies operations. However the Company is not operating and is non goingconcern company.

23. Details in respect of the adequacy of Internal Financial Controls with reference tothe Financial Statements – Rule 8(5)(viii): The Company has in place adequateinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

24. Disclosure regarding receipt of commission by a director from the holding orsubsidiary of a company in which such person is a managing or whole-time director: Noneof the Directors have received any commission from any Holding or Subsidiary (The companydoes not have holding or subsidiary Company)

25. Manner of formal annual evaluation of own performance of the board committees andindividual directors: The Company has made the annual evaluation on the performance ofthe Board Committees and Individual Directors.

26. Corporate Governance:

The Company is committed to maintain the highest standard of corporate governance andadhere to the corporate governance requirements set out by Securities Exchange Board ofIndia. The Report on corporate governance as stipulated under the Listing Agreement formsan integral part of this report.

The requisite certificate from the Practicing Company Secretary of the Companyconfirming compliance with the conditions of corporate governance is enclosed as Annexure.

27. Nomination and Remuneration Policy: The Company has Nomination and RemunerationCommittee. The Company is not paying any remuneration to the Directors. No sitting fee ispaid to directors for attending the Meetings.

28. Vigil Mechanism/Whistle Blower Policy:

Pursuant to 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 WhistleBlower Policy to deal with instance of fraud and mismanagement if any.

29. Audit Committee:

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

30. Stakeholders Relationship Committee:

A. Committee of the Board designated as stakeholders relationship committee tospecifically look into the redressal of Shareholder/investor complaints and to strengtheninvestors relations. The compositions of the Committee are included in the corporateGovernance Report forming part of this report.

31. Cost Auditors:

The company is unable to continue its business as a going concern because the totalassets of the company have been taken over by ARCIL. The Company is not doing anybusiness since there is no cost audit to the Company.

32. Statutory Auditors:

At the Annual General Meeting (AGM) held on September 30 2015 M/s. Suryanarayana& Suresh Chartered Accountants Hyderabad were appointed as Statutory Auditors of thecompany to hold office till conclusion of the AGM to be held in the calendar year 2020. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification at every AGM. Accordingly as theappointment of M/s. Suryanarayana & Suresh. Chartered Accountants Hyderabad asStatutory Auditors of the company is placed for ratification by the shareholders.

33. Internal auditors

Being the Company is not in operations for past few years and has no business activitythe company has not appointed Internal Auditor for financial year 2016-17.

34. Secretarial Auditor:

The Board has appointed Ms. S.Chidambaram Practising Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended 31st March 2016 is annexed herewith as Annexure. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

35. Board of Directors and Key Managerial Personnel:

None of the directors of the company are disqualified under the provisions of the Actor under the Listing Agreement with the Stock Exchanges

36. Particulars of Employees and related disclosures

There are no employees whose details are required to be given under Section 197 of theCompanies Act 2013.

37. Management Discussion and Analysis:

The Company had no operations during the year as the assets of the Company had beentaken over by Asset Reconstruction Company (India) Limited (ARCIL) under theSecuritization and Reconstruction of Financial Assets and Enforcement of Security InterestAct 2002 and hence the Board could not discuss and analyze the following:

1. Industry Structure and Development

2. Opportunities and Threats

3. Future Outlook

4. Risks and concerns

5. Internal Control Systems and their adequacy

6. Material Developments in Human Resources / Industrial Relations Front Includingnumber

of people employed

7. Discussion on financial performance with respect to operational performance

Appreciation:

Your Directors express their gratitude to the shareholders and debenture holders.

By Order of the Board
For Palco Limited
Sd/-
Vijay Chandra Puljal
Place: Hyderabad Director
Date: 13.08.2016 (DIN: 00090286)