Palco Metals Ltd.
|BSE: 539121||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE239L01013|
|BSE LIVE 11:51 | 05 Jun||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 539121||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE239L01013|
|BSE LIVE 11:51 | 05 Jun||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Palco Metals Ltd.
Your Directors have pleasure in presenting herewith the 55th Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 2016.
STATEMENT OF COMPANYS AFFAIRS:
The Company has not earned any revenue from Operations. Other income from intereststood at Rs. 12.37 Lacs as compared to 20.03 last year.
This Year also company has not earned any income from operations. Hence with a view toconserve the resources the board of directors of the company have not recommended anydividend for the year under review.
TRANSFER TO RESERVE:
The Company proposes to transfer Nil amount to General Reserve and amount of 26.16lakhs 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 withSection 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 tothis Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (listing regulations) the Management Discussion andAnalysis Report has been enclosed herewith as per Annexure B and forming part ofthe Directors Report.
ACCEPTANCE OF DEPOSITS:
During the year under review the Company has not accepted any deposits from the Publicand Shareholders of the Company. As such no amount of principal or interest wasoutstanding as of the Balance Sheet date.
SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANY:
The Company have associate company Palco Recycle Industries Limited within the meaningof Section 2(6) and 2(87) of the Companies Act 2013. Further Associate of company hasperformed stable during the year. Total Revenue from Operation stood at Rs. 670166322 /-ascompared to last year of Rs. 733641521/-. Profit after Tax stood at Rs. 1333438/- ascompared to Rs. 1127823/-.
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 herewithas Annexure C to the report.
CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company has the associate company i.e. Palco Recycle Industries LimitedConsolidated Financial Statements pursuant to the requirements of Section 129 read withSchedule III of the Companies Act 2013 and Rules made there under and Listing Regulationsand applicable Accounting Standards are placed in the Annual Report along with theAuditors Report thereon.
As per the provision of Regulation 15(2) of the Listing Regulations compliance withcorporate 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 listedentities having paid-up equity share capital not exceeding 10 Crores and net worth notexceeding Rs. 25 Crores as on the last date of previous financial year.
Henceforth Company being falling under the specified limits of above regulationrequirement of giving Corporate Governance report in Annual Report as per the Para C ofthe Schedule V is not applicable to the company.
DIRECTORS RESPONSIBILITY REPORT:
To the best of their knowledge and belief and according to the confirmation andexplanations obtained by them your Directors make the following statement in terms ofSection 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 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for the year under review;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the Directors had prepared the annual accounts for the financial year ended on 31stMarch 2016 on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof 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 providedby the Company under Section 186 of the Companies Act 2013 are not provided as duringthe year under review the Company has not given any loan nor made any investment norgiven any guarantee nor provided any security to any person.
RELATED PARTY TRANSACTIONS:
Transaction with related parties pursuant to the provisions of Listing Regulations anderstwhile Listing Agreement are disclosed in Note No. 24 of the Notes to the FinancialStatements for the year ended on 31st March 2016 in the Annual Report as required by theAccounting Standard (AS) 18 issued by ICAI.
However there are no materially significant related party transactions made/ enteredinto by the Company with its related parties including promoters directors or themanagement etc. that may have potential conflict with the interests of the Company atlarge.
The requirement of Policy on materiality of related party transactions and dealing withrelated party transactions is not applicable to company as per the regulation 15(2) ofListing Regulations. After applicability of re regulation 15(2) of Listing Regulationspolicy on the same is withdrawn by the company and is taken back from the website of thecompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year Mr. Guarav Jani has resigned as the Company Secretary and Complianceofficer of the company w.e.f 09th June 2015.
Mrs Nisha Agrawal was appointed as the Company Secretary and Compliance Officer and KeyManagerial Person of the company in his place w.e.f 09th June 2015. Further Mrs. NishaAgrawal has resigned as the Company Secretary and Compliance officer w.e.f 18th July 2016and Company has appointed Mr Mukesh Tiwari as the Company Secretary and Compliance officerand 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 09thJune 2016.
Term of Mr. Kanaiyalal Agrawal (DIN 00594240) as the Whole Time Director of companyexpired on 30th July 2016. Further the Board of Directors in its meeting dated 10thAugust 2016 after recommendation of Nomination and Remuneration Committee and subject topassing of Special Resolution in the ensuing Annual General Meeting reappointed Mr.Kanaiyalal Agrawal as the Whole Time Director for 5 years w.e.f 1st August 2016 to 30thJuly 2021. Necessary resolution is being incorporated in the notice for membersapproval.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder Mr.Kirankumar Agrawal (DIN: 00395934) Director of the Company shall retireby rotation at this Annual General Meeting and being eligible offer himself forre-appointment for which necessary resolution has been incorporated in the notice of themeeting. The Board of Directors recommends re-appointment of Mr. Kirankumar Agrawal as aDirector of the Company.
The brief resume/details relating to the said Directors who are to bere-appointed/appointed are furnished in the Notice of the Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Companyin terms of Section 149(7) of the Act confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBIListing Regulations 2015.
The Board of Directors has carried out an annual evaluation of its own performance andthat of its Committees and Directors pursuant to the provisions of Section 134(3)(p) ofthe 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 asthe Board composition and structure effectiveness of board processes information andfunctioning etc. None of the independent directors are due for re-appointment.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors and assessed the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Policy on appointment and remuneration of Directors KMP and other employees andother matters as required under Section 178(3) of the Companies Act 2013 is available onthe web-site of the Company viz. www.palcometals.com.
NUMBER OF BOARD MEETINGS :
During the financial year 2015-2016 8 (Eight) Board Meetings were held on 27/04/201525/05/2015 17/06/2015 14/08/2015 05/11/2015 01/12/2015 31/12/2015 13/02/2016. Thegap between two Board Meetings did not exceed 120 days as prescribed in the Companies Act2013.
COMMITTEES OF DIRECTORS:
The Board has constituted Committees consisting of Executive and Non-ExecutiveDirectors to ensure focused attention on various facets of business and for betteraccountability. Pursuant to the Companies Act 2013 as on March 31 2015 the Company hasthe 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. TheCompany Secretary acts as Secretary to all the Committees. The Minutes of the proceedingsof the Committee Meetings are circulated to the Directors and noted at the Board Meeting.
a. 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 financiallyliterate and majority of them have accounting related or financial management experience.Company Secretary acts as Secretary to the Committee.
b. Nomination & Remuneration Committee:
The Nomination and Remuneration Committee consists of 2 Independent Director (Mr.Nareshchand Jain Chiarman and Mr. Kailashchandra Agrawal) and 1 Non Independent Director(Mr. Kirankumar Agrawal). Company Secretary acts as Secretary to the Committee.
c. Stakeholders Relationship Committee:
The Stake Holders Relationship Committee of the Company consists of 2 IndependentDirectors (Mr. Kailashchandra Agrawal Chairman and Mr. Nareshchand Jain) and 1 NonIndependent Director (Mr. Kirankumar Babulal Agrawal). Company Secretary acts as Secretaryto the Committee.
d. Risk Management Committee:
The Risk management committee of the company consists of 2 Directors (Mr. KailaschnadraBabulal Agrawal Independent director and Chairman and Mr. Kirankumar Agrawal NonIndependent Director.
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 madethereunder details relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo are given in the Annexure D attached herewith andforming part of the Directors Report.
RISK MANAGEMENT COMMITTEE:
The Company has constituted a Risk Management Committee which identify assess monitorand mitigate various risks to its key business objectives. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis. The Company has formulated a Risk Management Policy which is alsoavailable on the Company's website at www.palcometals.com.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of provisions of Section 135 of the Companies Act 2013 and Rules madethereunder provisions of Corporate Social responsibility is not applicable to thecompany.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the operations were observed.
Section 139(2) of the Companies Act 2013 (effective 1st April 2014) mandates that alisted company or such other prescribed class of companies shall not appoint or re-appointan audit firm as Statutory Auditors for more than two terms of five consecutive yearseach.
The Company has appointed M/s. Rahul Kakani & Associates as the Statutory Auditorfor the 1st term of Five years from the conclusion of 53rd Annual General Meeting toconclusion of 58th Annual General Meeting subject to their ratification at every annualgeneral meeting.
The Board has considered the ratification for the Financial Year 16-17 and From 55thAGM to the 56th AGM in the notice of the 55th AGM for members approval.
The Auditors Report for the financial year 2015-2016 does not contain any majorqualification reservation or adverse remark. All the qualifications and observations aregeneral and self explanatory in nature.
Section 204 of the Companies Act 2013 and Rules made thereunder inter alia requiresevery listed companies to annex with its Board Report a Secretarial Audit Report given bya Company Secretary in practice in the prescribed form. The Board has appointed Mr. PunitLath Practicing Company Secretary Ahmedabad to conduct Secretarial Audit for thefinancial year 2015-16. The Secretarial Audit Report for the financial year ended March31 2016 is annexed herewith marked as Annexure E to this Report.
The Secretarial Audit Report for the financial year 2015-2016 does not contain anymajor qualification reservation or adverse remark. All the qualifications andobservations are general and self explanatory in nature.
LISTING AGREEMENT WITH STOCK EXCHANGE:
Pursuant to the provisions of Listing Regulations the Company declares that the EquityShares of the Company are listed on the BSE Limited (BSE). The Company has entered intonew Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 within the prescribed time limit.
The Company confirms that it has paid Annual Listing Fees to BSE upto the FinancialYear 2016-2017.
PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable to the company as the company doesnot have any employee except 2 employees i.e. Company Secretary and Chief FinancialOfficer.
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) Rules2014 is not provided with as during the financial year under review no employee of theCompany including Whole-time Directors and Managing Directors were in receipt ofremuneration 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 employeesare free to report any act of serious misconduct or wrongful activity being occurred orsuspected to occur within the organization to Whole-time Directors or Managing Directorsof the Company as he may desire. No employee of the Company is denied access to the AuditCommittee. The vigil mechanism/whisle blower policy is also available on the websitewww.palcometals.com.
During the year under review there was no change in the nature of business of theCompany and there is no material change and/or commitments affecting the financialposition of the Company during the period from 31st March 2016 till the date of thisreport.
During the year under review there was no significant and/or material order passed byany regulators or courts or tribunals impacting the going concern status andcompanys operations in future.
The Company does not provide any loan or other financial arrangement to its employeesor Directors or Key Managerial Personnel for purchase of its own shares and hence thedisclosure 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) Rules2014 is not provided as the Company does not have any equity shares with differentialvoting rights.
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.
The Directors place on record the appreciation and gratitude for the co-operation andassistance extended by various departments of the Union Government State GovernmentBankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and sincere servicesof the employees of the Company at all levels.
The Company will make every effort to meet the aspirations of its Shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.