Palco Metals Ltd.
Your Directors have pleasure in presenting herewith the 56th Annual Reporttogether with the Audited Statement of Accounts for the year ended on 31stMarch 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 COMPANY'S AFFAIRS:
The Company has not earned any revenue from Operations. Other income from intereststood at Rs. 23.47 Lacs as compared to Rs.12.37 Lacs 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 is proposedto 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. Palco Recycle Industries Limited hasperformed stable during the year. Total Revenue during the year stood at Rs. 711623596/-as compared to last year of Rs. 670166322/-. Profit after Tax stood at Rs.4606379/-as compared to Rs. 1333438/-.
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 prepared pursuant to the requirements of Section 129read with Schedule III of the Companies Act 2013 and Rules made there under ListingRegulations and applicable Accounting Standards are placed in the Annual Report alongwith the Auditors Report thereon. They are also forming part of the financial statements.
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 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 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 March2017 the applicable accounting standards had been followed along with proper explanationrelating to 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 2017 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 StandaloneFinancial Statements for the year ended on 31st March 2017 in the Annual Report asrequired by the Accounting 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 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 & POLICY :
During the year Mrs. Nisha Agrawal has resigned as the Company Secretary andCompliance officer of the company w.e.f 18th July 2016 and Company hasappointed Mr. Mukesh Tiwari as the Company Secretary and Compliance officer and KeyManagerial 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 and Board of Directors in their meeting dated 10thAugust 2016 after recommendation of Nomination and Remuneration Committee reappointedMr. Kanaiyalal Agrawal as the Whole Time Director for 5 years w.e.f. 1stAugust 2016 to 30th July 2021. The same resolution was also approved by themembers at the AGM held in last year.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethere under Mr. Narendra Agrawal (DIN: 00580711) 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. Narendra 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.
All the directors of the Company have confirmed that they are not disqualified frombeing 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 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.
Further company is exempted under regulation 15(2) of the Listing Regulations fromholding Familiarization program for independent Directors.
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 Boardon the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc. None of the independent directors aredue for reappointment.
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 Board on the recommendation of the Nomination & Remuneration Committee hadformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director as also a Policy for remuneration of Directors Key Managerial Personnel andSenior Management.
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 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 27/05/201610/08/2016 12/11/2016 03/02/2017. The gap between two Board Meetings did not exceed 120days as prescribed in the Companies Act 2013. All the Directors were present in each ofthe meeting of the Board of Directors of the company.
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 31st 2017 theCompany 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. 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.
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 financiallyliterate 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 on27/05/2016 10/08/2016 12/11/2016 03/02/2017. All the Directors were present in each ofthe 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 theyear under review as on 09/08/2016 02/02/2017. All the Directors were present in each ofthe meeting of the Nomination and Remuneration Committee.
3. Stakeholders Relationship Committee
The Stakeholders 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.
Six Meetings of the Stake Holders Relationship Committee were duly held during the yearunder 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 RelationshipCommittee.
4. 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 actio ns on acontinuing basis. The Company has formulated a Risk Management Policy which is alsoavailable on the Company's website at www.palcometals.com.
The Risk Management Committee of the company consists of 2 Directors (Mr. KailaschandraBabulal Agrawal Independent director and Chairman and Mr. Kirankumar Babulal Agrawal NonIndependent. No formal meeting was held during the year but general discussion was takenbetween 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 madethereunder details relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo are given in the Annexure - D attached herewith and formingpart of the Directors' Report.
CORPORATE SOCIAL RESPONSIBILI TY:
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 AnnualGeneral Meeting to conclusion of 58th Annual General Meeting subject to theirratification at every Annual General Meeting.
-The Board has considered the ratification for the Financial Year 17-18 and From 56thAGM to the 57th AGM in the notice of the 56th AGM for member'sapproval.
The Auditors' Report for the financial year 2016-2017 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 there under inter alia requiresevery listed company to annex with its Board Report a Secretarial Audit Report given by aCompany Secretary in practice in the prescribed form. The Board has appointed Mr. PunitLath Practicing Company Secretary Ahmedabad to conduct Secretarial Audit for thefinancial year 2016-17. The Secretarial Audit Report for the financial year ended March31 2017 is annexed herewith marked as Annexure -E to this Report.
The Secretarial Audit Report for the financial year 2016-2017 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 20162017.
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 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) 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/Whistle 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 dateof this report.
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 and company'soperations 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 re-dressal of sexual harassment atworkplace 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 ofprescribed accounting standard has been followed.
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.
| ||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) |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO ETC
The information in accordance with the provisions of Section 134 (3) (m) of TheCompanies Act 2013 read with the rule 8 (3) of Companies (Accounts) Rules 2014regarding conservation of energy and technology absorption and Foreign Exchange Earningsand outgo is herein given below and forms part of the Directors report:
(A) CONSERVATION OF ENERGY:
In line with the company's commitment towards conservation of energy companythroughout the year aimed at improving energy efficiencies through improved operationaland maintenance practices. Further company does not have production facilities or anymajor consumption of energy as a part of its operations so this is not the major eventfor 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 Technologyupgradation 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 Foreignexchange 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) |