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Palco Metals Ltd.

BSE: 539121 Sector: Engineering
NSE: N.A. ISIN Code: INE239L01013
BSE 13:30 | 08 Dec 25.35 1.20
(4.97%)
OPEN

25.35

HIGH

25.35

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25.35

NSE 05:30 | 01 Jan Palco Metals Ltd
OPEN 25.35
PREVIOUS CLOSE 24.15
VOLUME 100
52-Week high 25.35
52-Week low 18.60
P/E
Mkt Cap.(Rs cr) 10
Buy Price 25.35
Buy Qty 110.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.35
CLOSE 24.15
VOLUME 100
52-Week high 25.35
52-Week low 18.60
P/E
Mkt Cap.(Rs cr) 10
Buy Price 25.35
Buy Qty 110.00
Sell Price 0.00
Sell Qty 0.00

Palco Metals Ltd. (PALCOMETALSLTD) - Director Report

Company director report

To The Members

Palco Metals Ltd. Ahmedabad

Your Directors have pleasure in presenting herewith the 60thAnnual Report together with the Audited Statement of Accounts for the year ended on 31stMarch 2021.

FINANCIAL RESULTS:

Particulars Year Ended on 31/03/2021 Year Ended on 31/03/2020
TOTAL INCOME
Revenue from Operations (Net) - -
Other Income 1213413.00 1473041.00
Total revenue 1213413.00 1473041.00
TOTAL EXPENSES:
Expenses (Employee Exps) 192462.00 280363.00
Other Exps 915076.00 1140322.00
Finance Costs 1446.00 1071.00
Total Exps 1108984.00 1421726
Profit/(Loss) after finance costs but before exceptional Items 104429.00 51315.00
Exceptional Items - -
Profit before extraordinary items and tax 104429.00 51315.00
Extraordinary Items - -
Profit before Tax 104429.00 51315.00
Tax Expenses 30000.00 12000.00
Prior Period Tax Adjustment 1343.00 -
Net Profit /Loss for the Period 73086.00 39315.00
Earning Per share 0.18 0.10

STATEMENT OF COMPANY'S AFFAIRS:

The Company has not earned any revenue from Operations. Other incomefrom interest stood at Rs. 12.13 Lacs as compared to Rs. 14.73 Lacs last year. FurtherCompany has Subsidiary Company Palco Recycle Industries Limited in which Company holdsapprox. 65% of holding.

DIVIDEND:

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

TRANSFER TO RESERVE:

The Company proposes to transfer Nil amount to General Reserve andsurplus amount of profit is proposed to be retained as in the Statement of Profit andLoss.

EXTRACT OF ANNUAL RETURN:

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-7 is also placed on the website of the companywww.palcometals.com and weblink for the same is http://palcometals.com/investors/

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (listing regulations) the ManagementDiscussion and Analysis Report has been enclosed herewith as per Annexure A and formingpart of the Directors' Report.

ACCEPTANCE OF DEPOSITS:

During the year under review the Company has not accepted any depositsfrom the Public and Shareholders of the Company. Further no amount of principal orinterest was outstanding as of the Balance Sheet date.

SUBSIDIARY ASSOCIATE OR JOINT VENTURE COMPANY:

The Company has Subsidiary company Palco Recycle Industries Limited(PRIL) within the meaning of 2(87) of the Companies Act 2013. Palco Recycle IndustriesLimited has performed stable during the year. The performance of subsidiary is as follows:

Particulars Year Ended on 31/03/2021 Year Ended on 31/03/2020
TOTAL INCOME
Revenue from Operations (Net) 953326602 615683433
Other Income 2043035 5838408
Total revenue 955369637 621521841
Total Exps 943351036 617589383
Profit/(Loss) after finance costs but before exceptional Items 12018600 3932458
Profit before Tax 12018600 3932458
Tax Expenses (Deffered Tax) 2950400 443260
Profit After Tax 9068200 3489198

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

CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company has the subsidiary company i.e. Palco RecycleIndustries Limited Consolidated Financial Statements prepared pursuant to therequirements of Section 129 read with Schedule III of the Companies Act 2013 and Rulesmade there under Listing Regulations and applicable Accounting Standards are placed inthe Annual Report along with the Auditors Report thereon. They are also forming part ofthe financial statements.

CORPORATE GOVERNANCE:

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

Henceforth Company being falling under the specified limits of aboveregulation requirement of giving Corporate Governance report in Annual Report as per thePara C of the Schedule V is exempted to the company and hence not required to provide thesame.

DIRECTORS RESPONSIBILITY REPORT:

To the best of their knowledge and belief and according to theconfirmation and explanations obtained by them your Directors make the followingstatement in terms of Section 134(3)(C) and 134(5) of the Companies Act 2013 and confirmthat :

(a) In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial 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 themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts for the financialyear ended on 31st March 2021 on a going concern basis;

(e) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act 2013 andRules made there under details relating to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are given in the Annexure C attached herewith andforming part of the Directors' Report.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED:

Particulars of loans given investments made guarantees given andsecurities provided by the Company are given under notes to the accounts of annualreports.

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 notappoint or re-appoint an audit firm as Statutory Auditors for more than two terms of fiveconsecutive years each. In the last AGM company has appointed KPSJ & AssociatesChartered Accountants as Statutory Auditors of the company for 5 five years.

The Statutory Auditor has in their report on both financial Statementand Consolidated Financial Statement of the company has not given any adverse remarksqualification which requires the Board explanation or justification.

Further Auditors has not reported any fraud in the company during theyear under review.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act 2013 and Rules made there under interalia requires every listed company to annex with its Board Report a Secretarial AuditReport given by a Company Secretary in practice in the prescribed form. The Board hasappointed Mr. Punit Lath Practicing Company Secretary Ahmedabad to conduct SecretarialAudit for the financial year 2020-21. The Secretarial Audit Report for the financial yearended March 31 2021 is annexed herewith marked as Annexure D to this Report.

Further the Secretarial Audit report of the company does not containany major adverse remarks qualification which requires the Board explanation orjustification.

RELATED PARTY TRANSACTIONS:

No Transaction as defined under section 188 of the Companies Act 2013as related party transactions was entered into with related parties by the company.

Details of Related Party Transactions as per AS 18 issued by ICAI aredisclosed in Notes to the Standalone Financial Statements for the year ended on 31stMarch 2021. Further the transactions entered into by the company are arms lengthtransactions.

Further there are no materially significant related party transactionsmade/ entered into by the Company with its related parties including promoters directorsor the management etc. that may have potential conflict with the interests of the Companyat large.

The requirement of Policy on materiality of related party transactionsand dealing with related party transactions as per Regulation 23 SEBI (LODR) Regulations2015 is not applicable to company as per the Exemption granted under regulation 15(2) ofListing Regulations. After applicability of regulation 15(2) of Listing Regulations therelated party transactions are dealt in by the company as per the Section 188 of theCompanies Act 2013.

Disclosure of related party transaction as required under Schedule V ofSEBI LODR Regulations is given under Notes to the Standalone Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL & POLICY:

During the year no changes in the Board were done.

The brief resume/details relating to the Directors who are to bere-appointed/appointed at the AGM are furnished in the Annexure 1 to the Notice of theAnnual General Meeting.

All the directors of the Company have confirmed that they are notdisqualified from being appointed as directors in terms of Section 164 of the CompaniesAct 2013.

The Company has received declarations from all the IndependentDirectors of the Company in terms of Section 149(7) of the Act confirming that they meetthe criteria of independence as prescribed under Section 149(6) of the Act and Regulation25 of SEBI Listing Regulations 2015.

Further the certificate from Practicing Company Secretary Pursuant toRegulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 as regards the non-disqualification ofDirectors is attached herewith as Annexure E to the report.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its ownperformance and that of its Board Committees pursuant to the provisions of Section134(3)(p) of the Companies Act 2013 and SEBI (Listing Obligation & DisclosureRequirement) 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 ofnon-independent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors and assessed the quality quantity and timeliness of flow ofinformation between the company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board on the recommendation of the Nomination & RemunerationCommittee had formulated criteria for determining Qualifications Positive Attributes andIndependence of a Director as also a Policy for remuneration of Directors Key ManagerialPersonnel and Senior Management.

The Policy on appointment and remuneration of Directors KMP and otheremployees and other matters as required under Section 178(3) of the Companies Act 2013 isavailable on the web-site of the Company viz. www.palcometals.com.

Further company being non operative doesn't have employee baseexcept the KMP and henceforth requirements of Section 197 (12) read alongwith rulerelating disclosure of remuneration in Boards report is not applicable to the company.

BOARD MEETINGS COMMITTEE MEETINGS AGM AND INFORMATION RELATING TOCOMMITTEES:

The Board of Directors of the Company met 5 (Five) times during theyear in respect of which proper notices were given and the proceedings were properlyrecorded signed and maintained in the Minutes book kept by the Company for the purpose.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Further Board also herewith declares the compliance of ApplicableSecretarial Standards in respect of SS-1 for Board Meeting Committee Meetings and SS-2 inrespect of General Meeting.

Details of the Board Meeting and present of Directors therein are asfollows:

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

Name of Director Date of Board Meeting and Presence of Director Total meeting Attended
Therein
31/07/20 05/09/20 15/09/20 13/11/20 12/02/21
Kirankumar Agrawal Y Y Y Y Y 5
Kanaiyalal Agrawal Y Y Y Y Y 5
Narendra Agrawal Y N Y N Y 3
Kailashchandra Agrawal Y Y Y Y Y 5
Nareshcand Jain N Y N Y N 2
Rakhi Jitendra Agrawal Y Y Y Y Y 5

AUDIT COMMITTEE:

During the Year under the 4 (Four) meeting of the audit committee washeld complying the requirements under the Companies Act 2013 and Secretarial Standard.The constitution of committee and date of meeting and presence of Directors there at is asfollows:

Name of Director Date of meeting & presence of Director Total Meeting Attended
31/07/20 15/09/20 13/11/20 12/02/21
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

NOMINATION AND REMUNERATION COMMITTEE:

The constitution of nomination and remuneration committee and date ofmeeting and presence of Directors there at is as follows:

Name of Director Date of meeting & presence of Director 31/07/2020
Mr. Kailaschandra Agrawal Y
Member Independent Director
Mr. Nareshchand Jain Y
Chairman Independent Director
Mr. Kirankumar Agrawal Y
Member Non Independent
Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

Five (5) Meetings of the Stake Holders Relationship Committee were dulyheld during the year under review. The constitution of committee and date of meeting andpresence of Directors there at is as follows:

Name of Director Date of meeting & presence of Director Total Meeting Attended
31/07/20 12/02/21
Kailaschandra Agrawal Y Y 4
Chairman Independent Director
Nareshchand Jain Y Y 4
Member Independent Director
Kirankumar Babulal Agrawal Y Y 4
Member Non Independent Director

The Annual General meeting of the company was held on 30thSeptember 2020. Further Meeting of the Independent Directors of the company was held on12th February 2021.

RISK MANAGEMENT COMMITTEE

The Company has constituted a Risk Management Committee which identifyassess monitor and mitigate various risks to its key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. The Company has formulated a Risk Management Policy whichis also available on the Company's 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. KirankumarBabulal Agrawal Non Independent. No formal meeting was held during the year but generaldiscussion was taken between members on subject in Board meetings and Committee meetings.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act 2013 certain amounts ofinvestors which are unclaimed or unpaid for certain years are required to be transferredto the Investor Education and Protection Fund (“IEPF”). Further Company is alsorequired to transfer those shares to the Demat account of the Investor Education andProtection Fund (“IEPF”) in respect of which dividend is unpaid or unclaimed forseven consecutive years.

So it is informed to stakeholders that company has no such amount orshares which are required to be transferred to IEPF.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act 2013 andRules made there under provisions of Corporate Social responsibility is not applicable tothe company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controlscommensurate with operations of the company. The Management regularly monitors thesafeguarding of the assets prevention and detection of frauds and errors and the accuracyand completeness of the accounting records.

The Internal Auditor along with Statutory Auditor reviews theeffectiveness and efficiency of these procedures

During the year such controls were tested and no reportable materialweakness in the operations was observed.

The Statutory Audit Report Internal Auditor Reporting to AuditCommittee Audit Committee Check Secretarial Audit Report for the financial year 2020-21does not contain any major qualification reservation or adverse remark.

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to the provisions of Listing Regulations the Company declaresthat the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company hasentered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 within the prescribed timelimit.

The Company confirms that it has paid Annual Listing Fees to BSE uptothe Financial Year 2020-21.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details asrequired 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 tothe company as the company does not have any major operations and employees on its payroll (or on contract basis) except Key Managerial Person.

The Statement of particulars of employees under Section 197(12) readwith Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not provided with as during the financial year under reviewno employee of the Company including Whole-time Directors and Managing Directors were inreceipt 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 whichthe employees are free to report any act of serious misconduct or wrongful activity beingoccurred or suspected to occur within the organization to Whole-time Directors orManaging Directors of the Company as he may desire. No employee of the Company is deniedaccess to the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is alsoavailable on the website www.palcometals.com.

GENERAL DISCLOSURES:

During the year under review there was no change in the nature ofbusiness of the Company and there is no material change and/or commitments affecting thefinancial position of the Company during the period from 31st March 2021 tillthe date of this report.

The Company has changed the registered office of the company with inthe local limits of the city after the closure of financial year. The New registeredoffice address of the company is as under:

Registered Office Address: Block No 1715 Saiprasad Industrial Park-II Besides Ramol Police Station CTM- Ramol Road Ramol Ahmedabad-382449. Tele Ph No;9426078920.

During the year under review there was no significant and/or materialorder passed by any regulators or courts or tribunals impacting the going concern statusand company's operations in future.

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

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

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination 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 reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

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

ACKNOWLEDGEMENT:

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

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

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

Date: 05th September 2021 For and On behalf of the Board of Directors
SD/- SD/-
Place: Ahmedabad Kanaiyalal Agrawal KiranKumar Agrawal
Director Managing Director
DIN: 00594240 DIN 00395934

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