| Dear Members,
The Directors have pleasure in presenting this 54th Annual Report
together with the Audited Statements of Accounts for the year ended on
31st March, 2015.
FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars 2014-15 2013-14
Sales and Other Income (Including 20.02 20.15
Excise Duties)
Profit before Interest and Finance 9.63 7.63
Charges
Depreciation and Taxes & prior period
Adjustment
Less : Interest & Finance Charges 0.10 0.16
Depreciation 0.00 0.00
Profit before Taxation 9.53 7.47
Provision for Taxation
- Current 2.20 2.08
- Deferred 0.00 0.00
- Wealth Tax 0.00 0.00
-Short / (Excess) Provision of 0.00 0.00
earlier year W/O
-Short / (Excess) Provision of 0.00 0.00
Wealth Tax
Profit after Tax 7.33 5.39
Less Prior Period Adjustment 0.00 0.00
Net Profit 7.33 5.39
Balance brought forward from previous 0.00 0.00
year
Less Corporate Dividend Tax 0.00 0.00
Less: Proposed Dividend 0.00 0.00
Less Transfer to General Reserve 0.00 0.00
Surplus carried forward to Balance 7.33 5.39
Sheet
Earning Per Share 0.18 0.13
DIVIDEND
Your company has not operated and has not registered any sales during
the year under review. Hence, with a view to conserve the resources,
the board of directors of the company have not recommended any dividend
for the year under review.
PERFORMANCE
During the year, as the Company is not operating any business there is
no sales and purchases under consideration. Company has earned the
income from other sources amounting to Rs. 20.02Lakh as compared to
last year of Rs. 20.15 Lakh. Further the profit of company after tax is
Rs.7.33 Lakh as compared to last year of Rs ,5.39 Lakh.
However your Director are pleased to inform you that Equity shares of
the company had got the listing approval from Bombay Stock Exchange
Limited on 15.04.2015. Now the equity shares of the company are listed
and traded at BSE with scrip code 539121.
PERFORMANCE OF SUBSIDIARIES AND ASSOCIATES:
Company is holding investment in Equity Shares of Palco Recycle
Industries Limited. Palco Recycle Industries Limited has achieved the
sales of Rs. 80, 14, 43,437 (-5.8% as compared to last year) as against
the sales of 85, 10, 45, 001/- (YOY). Profit before tax comes to Rs.
29,68,978 as against the Rs. 57,77,128 of the last year. Net profit
after tax comes to Rs. 11,27,822/- as against the profit of 47,15,406
of last year.
NAME OF THE COMPANIES WHICH HAVE CEASED TO BE ASSOCIATES DURING THE
YEAR:
SFC Metallurgical Limited was ceased to be associate of the company
during the year as the company has sold its investment in the same.
FUTURE PROSPECTS
Your Company is craving for opportunity, of marketing tie ups, with
manufacturers, for sale of aluminum ingots, wire rods, etc.
DEPOSITS
The Company has not invited / accepted any deposits from the public
under the provisions of Section 73 of the Companies Act, 2013 and rules
made there under.
BOARD MEETING AND BOARD EVALUATION
The Board met 11 times during the financial year 2014-15, the details
of which are given in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually and the
Committees viz., Audit, Nomination & Remuneration, Stakeholders
Relationship and Risk Management. A structured questionnaire was
prepared after taking into consideration the inputs received from the
Directors covering various aspects such as attendance, quality
contributions to Board deliberations, providing perspectives and
feedback going beyond the information provided by the management,
commitment to shareholder and other stakeholders interests etc.
A separate exercise was carried out to evaluate the performance of
individual directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interests of the Company
and its minority shareholders etc. The performance evaluation of
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors at their meeting
held separately.
DIRECTORS & KEY MANAGERIAL PERSONAL
A) DIRECTORS
During the year under review, Mrs. Rakhi Jitendra Agrawal (DIN:
07021709) was appointed as an Additional Director of the Company with
effect from 26th March, 2015. It is proposed to appoint her as Woman
Independent Director of the Company, at the Annual General Meeting.
In accordance with the provisions of section 152 of the Companies Act,
2013 read with Articles of Association of company Mr. Kanaiyalal
Agrawal (DIN: 00594240), Director retires by rotation at the
forthcoming Annual General meeting and being eligible offers himself
for reappointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
In accordance with the provisions of Section 178 and section 134 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has carried out an evaluation of its own performance, the performance
of Committees of the Board, namely, Audit Committee, Risk Management
Committee, Stakeholders Relationship Committee and Nomination and
Remuneration Committee and also the directors individually. The manner
in which the evaluation was carried out and the process adopted has
been mentioned in the Corporate Governance Report.
The Board, on the recommendation of the Nomination & Remuneration
Committee, has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration and also framed the
criteria for determining qualifications, positive attributes and
independence of directors. The Nomination and Remuneration Policy
setting out the policy of Boards and Senior management remuneration and
criteria for Board nominations are given in the Corporate Governance
Report forming part of the Annual Report.
The particulars of the directors retiring by rotation are given in the
notice / explanatory statement portion of the accompanying notice.
B) KEY MANAGERIAL PERSONAL
During the year under review and with approval of the Board of
Directors of the Company Mr. Gaurav Pushkarbhai Jani is appointed as a
Company Secretary of the Company on 6th December 2014. Gaurav Jani
tendered his resignation and on his resignation Ms. Nisha Agrawal is
appointed as a Company Secretary of the Company with effect from 09th
June 2015 and Mr. Badal Naredi is appointed as a Chief Financial
Officer of the Company with effect from 09th June 2015.
CORPORATE GOVERNANCE REPORT
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated
under the aforesaid Clause 49 is attached to the Report on corporate
governance.
LISTING OF SECURITIES:
Your company has applied for listing of securities at Bombay Stock
Exchange limited on 29/11/2014 and as a result of which in principal
approval for listing of securities from the Bombay stock Exchange was
received with effect from 15th April, 2015. The Equity shares of
company are traded on Bombay Stock Exchange 4th May, 2015. The
Securities of your Company are listed at Bombay Stock Exchange Limited,
Ahmedabad Stock Exchange Limited. The Company has been generally
regular in complying with the provisions of the Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
* in the preparation of the annual accounts for the financial year
ended March 31,2015, the applicable accounting standards have been
followed and there are no material departures from the same;
* the Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2015 and of the loss of the Company for the
year ended on that date;
* the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
* The Directors have prepared the Annual Accounts on a going concern
basis.
* The Directors have laid down proper internal financial controls to be
followed by the Company and such controls are adequate and operating
effectively.
* the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
STATUTORY AUDITORS
M/s. Rahul Kakani & Associates, Chartered Accountants (Reg. No.
130198W), Ahmedabad, Auditors of the Company hold office until the
conclusion of the 58th Annual General Meeting. The Company has received
a letter to the effect that their appointment would be within the
prescribed limits under Section 141(3)(g) of the companies Act, 2013.
The Board hereby requests the members to ratify the appointment of M/s.
Rahul Kakani & Associates, Chartered Accountants, Ahmedabad as the
Auditors of the Company from the conclusion of this Annual General
Meeting till the conclusion of next Annual General Meeting.
Your Directors request you to appoint Auditors as proposed and as set
out in the accompanying notice of the Annual General Meeting.
No qualification or adverse remark is put by the auditor in their
report dated 25th May, 2015.
SECRETARIAL AUDIT
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2013, the Secretarial Audit Report
submitted by Company Secretary in Practice is enclosed as a part of
this report Annexure- A. Qualifications in the report are general and
self explanatory in nature.
As per the remark "Company has not appointed the Chief Financial
Officer of the company" in Secretarial Audit Report, the Board herewith
comments that the company was in search of suitable candidate as per
its requirements and on getting the same candidate Board in its meeting
dated 17th June 2015 Company appointed Mr. Badal Naredi as CFO of the
company w.e.f 9th June, 2015.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-B.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
There is no employee drawing remuneration for which information is
required to be submitted under The Companies (Particulars of Employees)
Rules, 1975 as amended, hence not given.
Further at present the company is not in operations and has very few
employees on its payroll. Details of the remuneration given to Whole
time Director and Company Secretary only KMP in the company is given in
the Form MGT 9 annexed as Annexure B to the report. Further there are
no other employees on the pay roll of the company.
RELATED PARTY TRANSACTIONS
All the transactions entered with related party for the year under
review were on arms length basis and in the ordinary course of business
and that the provision of section 188 of the Companies Act, 2013 are
not attracted. Further there are no material related party transactions
with the promoters, Directors, KMP.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
Listing Agreement.
All the related party transaction are placed before the Audit committee
as also to the Board for approval.
This Policy was considered and approved by the Board has been uploaded
on the Company's website www.palcometals.com.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established. The same has been posted on the
Company's website www.palcometals.com and the details of the same are
given in the Corporate Governance Report
RISK MANAGEMENT
As required under Clause 49 of the Listing Agreement, the Company has
constituted a Risk Management Committee. The details of Committee and
its terms of reference are set out in the Corporate Governance Report
forming part of the Board's Report. The Company has a mechanism to
identify, assess, monitor and mitigate various risks to its key
business objectives. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a
continuing basis. The Company has formulated a Risk Management Policy
which is also available on the Company's website at
www.palcometals.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUT GO ETC
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 and Management Discussion and
Analysis Report as required in Clause 49 of the listing agreement is
furnished in Annexure c and is attached to this report.
RISK MANAGEMENT
The company has formed the Risk Management Committee consisting of Mr.
Kanaiyalal Agrawal, Whole Time Executive Director and Mr. Kirankumar
agrawal Non - Executive Director. Further company has framed the risk
management policy which identifies the areas of risks including the
risks that threaten the existence of company and develops the measures
to mitigate the risks in the areas. Risk Management committee further
reviews the implementation of risk management policy.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Section 135 of the Companies Act, 2013 provides the threshold limit for
applicability of the CSR to a Company i.e. (a) net worth of the Company
to be Rs. 500 crore or more; or (b) turnover of the company to be Rs.
1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore
or more. As the Company does not fall under any of the threshold limits
given above, the provisions of Section 135 are not applicable to the
Company.
CORPORATE GOVERNANCE
The Report on corporate governance as stipulated under the Listing
Agreement forms part of this Report. The requisite certificate from M/s
Rahul kakani & Associates, Chartered Accountant confirming compliance
with the conditions of corporate governance is attached to the
Corporate Governance Report. The report also contains the details as
required to be provided on Board evaluation, remuneration policy,
implementation of risk management policy, whistle blower policy/vigil
mechanism etc.
The Managing Director and the Chief Financial Officer have submitted a
certificate to the Board regarding the financial statements and other
matters as required under the Listing Agreement.
APPRECIATION
Your Directors wish to place on record their deep appreciation of the
continued support and guidance provided by the Central and State
Governments and all Regulatory bodies.
Your Directors also take opportunity to thanks the esteemed
shareholders, customers, business associates, and Company's Banks for
the faith reposed by them in your Company and its management.
Your Directors place on record their deep appreciation of the
dedication and commitment of your Company's employees at all levels and
look forward to their support in the future as well.
Date : 14th August,2015
Place: Ahmedabad By Order of the Board of Directors
Sd\- Sd\- Sd\-
Kailashchandra Agrawal Kirankumar Agrawal Kanaiyalal Agrawal
Chairman Director Whole Time Director |