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Palco Metals Ltd.

BSE: 539121 Sector: Engineering
NSE: N.A. ISIN Code: INE239L01013
BSE 00:00 | 17 Sep 18.60 0






NSE 05:30 | 01 Jan Palco Metals Ltd
OPEN 18.60
52-Week high 20.70
52-Week low 18.55
P/E 930.00
Mkt Cap.(Rs cr) 7
Buy Price 18.60
Buy Qty 173.00
Sell Price 18.60
Sell Qty 1.00
OPEN 18.60
CLOSE 18.60
52-Week high 20.70
52-Week low 18.55
P/E 930.00
Mkt Cap.(Rs cr) 7
Buy Price 18.60
Buy Qty 173.00
Sell Price 18.60
Sell Qty 1.00

Palco Metals Ltd. (PALCOMETALSLTD) - Director Report

Company director report

The Members
Palco Metals Ltd.

Your Directors have pleasure in presenting herewith the 58th Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 2019.


Particulars Year Ended on 31/03/2019 Year Ended on 31/03/2018
Revenue from Operations (Net) - -
Other Income 26.50 16.39
Total revenue 26.50 16.39
Expenses (Employee Exps) 6.06 1.54
Other Exps 13.14 12.24
Finance Costs 0.00 0.01
Total Exps 19.20 13.79
Profit/(Loss) after finance costs but before excepti'onal Items 7.30 2.60
Exceptional Items - -
Profit before extraordinary items and tax 7.30 2.60
Extraordinary Items - -
Profit before Tax 7.30 2.60
Tax Expenses 2.00 0.83
Net Profit /Loss for the Period 5.30 1.77
Earning Per share 0.13 0.04


The Company has not earned any revenue from Operations. Other income from intereststood at Rs. 26.50 Lacs as compared to Rs.16.39 Lacs last year. Further Company hasSubsidiary Company Palco Recycle Industries Limited in which Company holds approx. 65% ofholding.

The performance of subsidiary is as follows:

Particulars Year Ended on 31/03/2019 Year Ended on 31/03/2018
Revenue from Operations (Net) 11156.28 9572.78
Other Income 4.36 95.54
Total revenue 11160.64 9668.32
Total Exps 11218.84 9565.44
Profit/(Loss) after finance costs but before exceptional Items (58.20) 102.88
Profit before Tax (58.20) 102.88
Tax Expenses (Deffered Tax) 1.41 38.84
Profit After Tax (59.61) 64.04


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.


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


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 to thisReport. Further the Extract of Annual return is also placed on the website of the


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 of theDirectors' Report.


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.


The Company has Subsidiary company Palco Recycle Industries Limited within the meaningof 2(87) of the Companies Act 2013. Palco Recycle Industries Limited has performed stableduring the year. Total Revenue of the PRIL during the year stood at Rs. 1115628167/- ascompared to last year of Rs. 95 7278459/- Profit (loss) after Tax stood atRs.(5961666) as compared to Rs. 6404231/-.

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.


Since the Company has the subsidiary 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.


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 2019 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 2019 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.

f \



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 ForeignExchange Earnings and Outgo are given in the Annexure - D attached herewithand forming part of the Directors' Report.


Particulars of loans given investments made guarantees given and securities providedby the Company under Section 186 of the Companies Act 2013 are given under Noteno 22 - Related Party Disclosure as per AS-18 under Part notes to the accounts ofannual reports.


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 term Five years from the conclusion of 53rd Annual General Meeting to conclusionof 58th Annual General Meeting that is till the ensuing AGM of the company. Now retiringAuditors being not eligible for reappointment Board in its Board meeting Dated 26/08/2019appointed M/s.KPSJ & Associates Chartered Accountants as the Statutory Auditors ofthe Company for the term Five years from the conclusion of 58th Annual General Meeting toconclusion of 63rd Annual General Meeting subject to approval by members at the ensuingAGM of the company.

Brief Profile of the auditors along with remuneration details and Basis for theirappointment forms part of Annexure 1 to the Notice of AGM. Board recommendstheir appointment and none of the Director is interested in the resolution.

Further the Statutory Audit report on both financial Statement and ConsolidatedFinancial Statement of the company does not contain any adverse remarks qualificationwhich requires the Board explanation or justification.


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 2018-19. The Secretarial Audit Report for the financial year ended March31 2019 is annexed herewith marked as Annexure -E to this Report.

Further the Secretarial Audit report of the company does not contain any adverseremarks qualification which requires the Board explanation or justification.


No Transaction as defined under section 188 of the Companies Act 2013 as related partytransactions

was entered into with related parties by the company.

Details of Related Party Transactions as per AS 18 issued by ICAI are disclosed in NoteNo. 22 of the Notes to the Standalone Financial Statements for the year ended on 31stMarch 2019. Further the transactions entered into by the company are arms lengthtransactions.

Further 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 as per Regulation 23 SEBI (LODR) Regulations 2015 is notapplicable to company as per the Exemption granted under regulation 15(2) of ListingRegulations. After applicability of regulation 15(2) of Listing Regulations the relatedparty transactions are dealt in by the company as per the Section 188 of the CompaniesAct 2013.

Disclosure of related party transaction as required under Schedule V of SEBI LODRRegulations is given under Note No. 22 of the Notes to the Standalone FinancialStatements.


During the year following changes in Key managerial Personnel or Board of Directorswere done in the company.

In the Board Meeting dated 14th August 2018 Mr. Kanaiyalal Agrawal (DIN: 00594240)resigned as the Whole Time Director of company and continued as the Non executive Directorof the company w.e.f 1st September 2018.

Further Board in its Meeting dated 14th August 2018 appointed Mr. Kirankumar BabulalAgrawal (DIN 00395934) as the Managing Director of the company. Special Resolution for thesame was passed in the 57th AGM of the company.

Mr. Kirankumar Babulal 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 reappointment of Mr. Kirankumar Babulal Agrawal(DIN: 00395934) as Director of the Company.

The brief resume/details relating to the said Directors who are to bere-appointed/appointed are furnished in the Annexure 1 to the Notice of the Annual GeneralMeeting.

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.

Further the certificate from Practicing Company Secretary Pursuant to Regulation 34(3)and Schedule V

Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 as regards the non-disqualification of Directors is attached herewith asAnnexure -F to the report.


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 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.


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 web-site of the Company viz.

Further company being non operative doesn't have employee base except the KMP andhenceforth requirements of Section 197 (12) read alongwith rule relating disclosure ofremuneration in Boards report is not applicable to the company.


The Board of Directors of the Company met 4 (Four) times during the year in respect ofwhich proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes book kept by the Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Further Board also herewith declares the compliance of Applicable Secretarial Standardsin respect of SS-1 for Board Meeting Committee Meetings and SS-2 in respect of GeneralMeeting.

Details of the Board Meeting and present of Directors thereat are as follows:

(Y=Present N=Absent NA= not associated with company as on that date.)

Name of Director

Date of Board Meeting and Presence of Director there at.

Total meeting Attended
29/05/2018 14/08/2018 12/11/2018 14/02/2019
Kirankumar Agrawal Y Y Y Y 4
Kanaiyalal Agrawal Y Y Y Y 4
Narendra Agrawal Y N Y N 2
Kailashchandra Agrawal Y Y Y Y 4
Nareshcand Jain Y Y N Y 3
Rakhi Jitendra Agrawal N Y Y Y 3


During the Year under the 4 (Four) meeting of the audit committee was held complyingthe requirements under the Companies Act 2013 and Secretarial Standard. The constitutionof committee and date of meeting and presence of Directors there at is as follows:

Name of Director

Date of meeting & presence of Director

Total meeting Attended

29/05/2018 14/08/2018 12/11/2018 14/02/2019
Kailaschandra Agrawal Y Y Y Y 4
Chairman Independent Director
Nareshchand Jain Y Y Y Y 4
Member Independent Director
Kirankumar Babulal Agrawal Y Y Y Y 4
Member Non Independent Director


The constitution of nomination and remuneration committee and date of meeting andpresence of Directors there at is as follows :

Name of Director Date of meeting & presence of Director 11/08/2018
Mr. Kailaschandra Agrawal Y
Member Independent Director
Mr. Nareshchand Jain Y
Chairman Independent Director
Mr. Kirankumar Agrawal Y
Member Non Independent Director


Four Meetings of the Stake Holders Relationship Committee were duly held during theyear under review. The constitution of committee and date of meeting and presence ofDirectors there at is as follows:

Name of Director

Date of meeting & presence of Director

Total meeting Attended
29/05/2018 14/08/2018 12/11/2018 14/02/2019
Kailaschandra Agrawal Y Y Y Y 4
Chairman Independent Director
Nareshchand Jain Member Independent Director Y Y Y Y 4
Kirankumar Babulal Agrawal Y Y Y Y 4
Member Non Independent Director


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

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 and Committee meetings.


Pursuant to Section 124 of the Companies Act 2013 certain amounts of investors whichare unclaimed or unpaid for certain years are required to be transferred to the InvestorEducation and Protection Fund ("IEPF"). Further Company is also required totransfer those shares to the Demat account of the Investor Education and Protection Fund("IEPF") in respect of which dividend is unpaid or unclaimed for sevenconsecutive years.

So it is informed to stakeholders that company has no such amount or shares which arerequired to be transferred to IEPF.


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.


The Company has in place adequate internal financial controls commensurate withoperations of the company. The Management regularly monitors the safeguarding of theassets prevention and detection of frauds and errors and the accuracy and completeness ofthe accounting records.

The Internal Auditor along with Statutory Auditor reviews the effectiveness andefficiency of these procedures

During the year such controls were tested and no reportable material weakness in theoperations was observed.

The Secretarial Audit Report for the financial year 2018-19 does not contain any majorqualification reservation or adverse remark. All the qualifications and observations aregeneral and self explanatory in nature.


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 2019-20. 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 and employees on its pay roll (or on contract basis) except KeyManagerial 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.


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


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 2019 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 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.

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.

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place arobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.

Your director's further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

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

SD/- SD/-
Kanaiyalal Agrawal KiranKumar Agrawal
Date: 26th August 2019 Director Managing Director
Place: Ahmedabad DIN:00594240 DIN 00395934