Directors Report of Palco Metals Ltd.

Mar 31, 2024

Your directors have pleasure in presenting herewith the 63^rd Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY: (Amount in Lacs Rs.)

Particulars	Year Ended on 31/03/2024	Year Ended on 31/03/2023
TOTAL INCOME
Revenue from Operations (Net)	28.09	5.00
Other Income	2.34	6.38
Total revenue	30.43	11.38
TOTAL EXPENSES:
Expenses (Employee Exps.)	3.48	2.89
Other Exps.	6.86	5.73
Finance Costs	10.11	0.01
Total Exps.	20.45	8.63
Profit/(Loss) after finance costs but before exceptional Items	9.98	2.75
Exceptional Items	-	-
Profit before extraordinary items and tax	9.98	2.75
Extraordinary Items	-	-
Profit before Tax	9.98	2.75
Tax Expenses	1.00	0.71
Prior Period Tax Adjustment	6.18	0.00
Net Profit /Loss for the Period	2.80	2.04
Earning Per share	0.70	0.51

2. STATEMENT OF COMPANY’S AFFAIRS:

The Company has earned revenue from Operations of Rs. 28.09 Lacs. Other income from interest stood at Rs. 2.34 Lacs as compared to Rs. 5.00 Lacs and Rs. 6.38 Lacs respectively last year. Further Company has Subsidiary Company Palco Recycle Industries Limited in which Company holds approx. 65% of holding.

3. DIVIDEND:

This Year also company has earned Only 28.09 lacs from major income from operations. 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.

4. TRANSFER TO RESERVE:

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

5. ANNUAL RETURN:

Annual Return of the Company as required under Section 92(3) read with Section 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 company www.palcometals.com and weblink for the same is http://palcometals.com/investors/

6. ACCEPTANCE OF DEPOSITS:

During the year under review, the Company has not accepted any deposits from the Public and Shareholders of the Company. Further no amount of principal or interest was outstanding as of the Balance Sheet date.

7. 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 Industries Limited has performed stable during the year. The performance of subsidiary is as follows:

(Amount in Lacs Rs.)

Particulars	Year Ended on 31/03/2024	Year Ended on 31/03/2023
TOTAL INCOME
Revenue from Operations (Net)	19407.71	15967.63
Other Income	45.23	72.88
Total revenue	19452.95	16040.51
Total Exps.	19043.56	15827.05
Profit/(Loss) after finance costs but before exceptional Items	409.38	213.46
Profit before Tax	565.10	213.46
Tax Expenses	64.56	75.72
Profit After Tax	500.55	137.74

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 herewith as Annexure B to the report.

8. CONSOLIDATED FINANCIAL STATEMENTS:

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

9. MATERIAL CHANGES & COMMITMENTS:

There have been no other material changes and commitments which affect the financial position of the Company, that have occurred between the end of financial year to which the financial statements relates and the date of this report.

10. CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations Compliance with Corporate 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 listed entities having paid-up equity share capital not exceeding 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

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

Further Para''s information pertaining to PARA A, B and F are as Under:

PARA (A) RELATED PARTY TRANSACTIONS:

Details of Related Party Transactions as per AS 18 issued by ICAI are disclosed in Notes to the Standalone Financial Statements for the year ended on 31st March, 2024. Further the transactions entered into by the company are arm''s length transactions.

Further, there are no materially significant related party transactions made/ entered into by the Company with its related parties including promoters, directors or the management etc. that may have potential conflict with the interests of the Company at large.

The requirement of Policy on materiality of related party transactions and dealing with related party transactions as per Regulation 23 SEBI (LODR) Regulations, 2015 is not applicable to company as per the Exemption granted under regulation 15(2) of Listing Regulations.

After applicability of regulation 15(2) of Listing Regulations, the related party transactions are dealt in by the company as per the Section 188 of the Companies Act, 2013.

Disclosures in compliance with the Accounting Standard on “Related Party Disclosures is as under: Kindly refer Note No. 19 of Balance sheet.

PARA (B) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (listing regulations) the Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors'' Report.

PARA (F) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company is not required to disclose the information regarding Demat suspense account/ unclaimed suspense account, as there are no shares of company in the Demat suspense account/ unclaimed suspense account.

11. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 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 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial 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 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;

(d) The Directors had prepared the annual accounts for the financial year ended on 31^st March, 2024 on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. 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 made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - C attached herewith and forming part of the Directors'' Report.

13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

The details of the Loans and advances are provided in the schedule attached to the Balance Sheet. There were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

The Company in the EGM dated 15/07/2021 has passed the Special Resolution under section 186 and has set the limits of Rs. 75 Crores to give any loan to any person or other body corporate or to invest in shares, mutual funds, Fixed deposits or to give any guarantee or provide security in connection with a loan to any other body corporate or person.

Further the Company has proposed resolution under Section 185 and 186 of the Companies Act 2013 read with relevant applicable rules and provisions of the act or any other enactment; in the ensuing AGM i.e. 63rd AGM to set limit of Rs. 75 Crores where a company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the director of the company is interested, subject to the conditions that a special resolution is passed by the company in general meeting and the loans are utilized by the borrowing company for its principal business activities under section 185 and may grant the loan(s), guarantee(s), security(ies) and investment(s), as the case may be, under section 186 in accordance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

Further Company has provided guarantee in respect of loan given by bank to its subsidiary company Palco Recycle Industries Limited which is exempted under Section 185 of the Companies Act, 2013.

14. AUDITORS:

A. 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 not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

KPSJ & Associates LLP, having Firm Registration number 124845W/W100209 Chartered Accountants will complete their present term on conclusion of the ensuing Annual General Meeting. The Board has proposed the resolution for appointment of Auditors for 2 ^nd term of five years in the ensuing AGM of the Company.

The Board recommended the appointment of KPSJ & Associates LLP, Chartered Accountants, as Auditors of the Company, for a period from the conclusion of 63^rd Annual General Meeting till the conclusion of 68^th (Sixty-Eighth) Annual General Meeting of the Company. KPSJ & Associates LLP have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments.

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

B. SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 and Rules made there under inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed Mr. Punit Lath, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure -D to this Report.

Further the Secretarial Audit report of the company does not contain any major adverse remarks, qualification which requires the Board explanation or justification.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review following changes in the Board were done.

A. Change in Directors

1. Mr. Kanaiyalal Babulal Agrawal (DIN: 00594240) has resigned from the directorship with effect from 6^th November 2023 and Mr. Narendra Maheshchand Agrawal (DIN: 00580711) has resigned from the directorship with effect from 12^th February, 2024 as he was occupied in other areas.

2. Mr. Naman Naredi (DIN: 06943536) appointed as an Additional Director who shall hold office up to the date of ensuing Annual General Meeting.

3. Re-appointment of Mr. Kirankumar Babulal Agrawal (DIN: 00395934) as the Managing Director of the Company for a further period of 3 (three years) from 14th, August, 2024 up to 13th August, 2026

4. Mrs. Rakhi Jitendra Agrawal (DIN: 07021709) a Woman Independent Director of the company completed her term of Independent Director in the Company.

5. CS Meenu Maheshwari (DIN: 07113136) is appointed as an additional Woman Independent Director who was recommended by Nomination and Remuneration Committee and in the Board meeting dated 31^st August, 2024 which is subject to approval of the Shareholders in the ensuing 63^rd Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

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 are attached herewith as Annexure - E to the report.

16. DECLARATIONS BY INDEPENDENT DIRECTORS

Based upon the declarations received from the independent Directors in terms of section 149 (7) of the Companies Act, 2013the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board.

All those Independent Directors who are required to undertake the online proficiency selfassessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

17. FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of the Company.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance and that of its Board Committees pursuant to the provisions of Section 134(3)(p) of the 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 as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

19. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and Senior Management.

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

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

20. BOARD MEETINGS. COMMITTEE MEETINGS. AGM AND INFORMATION RELATING TO COMMITTEES:

A. Board Meeting

The Board of Directors of the Company met 6 (Six) times during the year in respect of which proper notices were given and the proceedings were properly recorded, 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 the Companies Act, 2013.

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

Details of the Board Meeting and present of Directors therein 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 Therein						Total meeting Attended
	30/05/23	15/07/23	14/08/23	06/11/23	10/11/23	12/02/24
Kirankumar Agrawal	Y	Y	Y	Y	Y	Y	6/6
Kanaiyalal Agrawal	Y	Y	Y	Y	NA	NA	4/4
Naman Naredi	NA	NA	NA	NA	NA	Y	1/1

Narendra Agarwal	Y	Y	Y	Y	Y	NA	5/5
Nareshcand Jain	Y	Y	Y	Y	Y	Y	6/6
Rakhi Jitendra Agrawal	Y	Y	Y	Y	Y	Y	6/6
Gaurav Jani	Y	Y	Y	Y	Y	Y	6/6

B. AUDIT COMMITTEE:

During the Year under the 4 (Four) meeting of the audit committee was held 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 as follows:

Name of Director	Date of meeting & presence of Director					Total Meeting Attended
	30/05/23	15/07/23	14/08/23	10/11/23	12/02/2024
Nareshchand Jain - Member Independent Director	Y	Y	Y	Y	Y	5
Kirankumar Babulal Agrawal Member NonIndependent Director	Y	Y	Y	Y	Y	5
Mr. Gaurav Jani Chairperson	Y	Y	Y	Y	Y	5

C. NOMINATION AND REMUNERATION COMMITTEE:

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

Name of Director	Date of meeting & presence of Director
	12/02/2024
Mrs. Rakhi Agrawal Chairperson- Independent Director	Y
Mr. Naresh Chand Jain-Independent Director	Y
Mr. Kirankumar Agrawal Member Non-Independent Director	Y

D. STAKEHOLDERS RELATIONSHIP COMMITTEE

One Meeting of the Stake Holders Relationship Committee were duly held during the year under review. The constitution of 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
	10/02/2024
Mr. Gauravkumar Jani -Independent Director	Y	1
Naresh Chand Jain Chairperson-Independent Director	Y	1
Kirankumar Babulal Agrawal Member-Non-Independent Director	Y	1

The Annual General meeting of the company was held on 15^th September, 2023. Further Meeting of the Independent Directors of the company was held on 12^th February, 2024.

E. RISK MANAGEMENT COMMITTEE

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that there is a robust system of risk controls and mitigation in place.

Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust

Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

21. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

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

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

22. CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, provisions of Corporate Social responsibility are not applicable to the company.

23. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls commensurate with operations of the company. The Management regularly monitors the safeguarding of the assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting records.

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

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

The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit Committee and Secretarial Audit Report for the financial year 2023-24 does not contain any major qualification, reservation or adverse remark.

24. LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES:

The Listing Agreement entered into by the Company with Stock Exchange, if applicable and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company confirms that it has paid Annual Listing Fees to BSE up to the Financial Year 2023-24.

25. PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details as required 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 to the company as the company does not have any major operations and employees on its pay roll (or on contract basis) except 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), Rules, 2014 is not provided with as, during the financial year under review, no employee of the Company including Whole-time Directors and Managing Directors were in receipt of remuneration in excess of the limits set out in the said rules.

26. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization, to Whole-time Directors or Managing Directors of the Company, as he may desire. No employee of the Company is denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is also available on the website www.palcometals.com.

27. GENERAL DISCLOSURES:

During the year under review, there is no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31^st March, 2024 till the date of this report.

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

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

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

Your director''s further state that during the year under review, there 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 from that of prescribed accounting standard has been followed.

28. General Disclosure:

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: Not applicable as no application is made under the same.

• The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not applicable.

29. ACKNOWLEDGEMENT:

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

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

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

Date: 31st August, 2024 For, and on behalf of the Board of Directors

Place: Ahmedabad

SD/- SD/-

Gauravkumar Jani KiranKumar Agrawal

Director Managing Director

DIN:07573106 DIN:00395934

---

Mar 31, 2015

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

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Mar 31, 2014

Dear Members,

The Directors present the Fifty Third Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

Particulars (Rs. In lacs) (Rs. In lacs) Financial Financial year Ended Year Ended 31-03-2014 31-03-2013 (12 Months) (12 Months)

Operating Profit / Loss

(Before Interest and Depreciation) 7.63 17.46

Less: Interest/Finance Cost 0.16 0.07

Profit / Loss before Depreciation 7.47 17.39

Less: Depreciation - -

Profit / Loss for the year 7.47 17.39

Add: Extraordinary Income (Net) - -

Add: Prior period Income - -

Profit / Loss before Tax 7.47 17.39

Fringe Benefit Tax - -

Provision for Taxation 2.08 4.88

Profit / Loss after Tax 5.39 12.51

2. DIVIDEND:

With a view to conserve the resources, the board of directors of the company have not recommended any dividend for the year under review.

3. DIRECTORS:

During the year under review, Mr. Kailashchandra Babulal Agrawal (DIN: 05334077) was appointed as an Additional Director of the Company with effect from 18th March, 2014. It is proposed to appoint him as Director of the Company, at the Annual General Meeting.

Mr. Narendra Agarwal (DIN: 00580711), Director retires by rotation from the Board in pursuance of provisions of the Companies Act, 2013 and being eligible offers himself for reappointment.

The Board at its meeting held on 2nd September, 2014, subject to approval of the shareholders, appointed Mr. Kailashchandra Agrawal (DIN: 05334077) and Mr. Nareshchand Jain (DIN: 00594361), existing Independent Directors, as Independent Directors on the Board of Directors of the Company, for a period of five consecutive years upto 31st March, 2019, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("the Act") read with Schedule IV of the Act.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the Company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2014 and of profit or loss of the company.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

5. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

6. LISTING:

The Equity Shares of the Company are listed on the Ahmedabad Stock Exchange.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialize their shares with either of the depositories viz. NSDL and CDSL.

The ISIN allotted is INE239L01013

9. GENERAL:

9.1 INSURANCE:

The Company''s properties continued to be adequately insured against risks such as fire, riots, strikes etc.

9.2 AUDITORS: N

M/s. Madhusudan C. Mashruwala & Co., Chartered Accountants, Ahmedabad, the retiring Auditors of the Company have expressed their unwillingness to be reappointed as the Auditors of the Company. The Board of Directors recommend the appointment of M/s. Rahul Kakani & Associates, Chartered Accountants, Ahmedabad as the statutory Auditors of the Company in place of M/s. Madhusudan C. Mashruwala & Co., Chartered Accountants, from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s. Rahul Kakani & Associates, Chartered Accountants have also expressed their willingness to act as Auditors of the Company.

We take this opportunity to thank Madhusudan C. Mashruwala & Co., Chartered Accountants, Ahmedabad, for their co-operation & understanding.

9.3 AUDITORS REPORT

The comments of the Auditor in their Report and the Notes forming part of the accounts are self explanatory and need no comments.

9.4 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

11. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

By Order of the Board,

Date: 02-09-2014 Kirankumar Agrawal Kanaiyalal Agrawal Place: Ahmedabad Director Whole Time Director

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Mar 31, 2013

Dear Members,

The Directors present the Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

Particulars (Rs. In lacs) (Rs. In lacs)

Financial Financial year Ended year Ended 31-03-2013 31-03-2012 (12 Months) (12 Months)

Operating Profit / Loss 17.46 62.62 (Before Interest and Depreciation)

Less: Interest 0.07 0.10 Profit / Loss before Depreciation 17.39 62.52

Less: Depreciation - -

Profit / Loss for the year 17.39 62.52

Add: Extraordinary Income (Net) - -

Add: Prior period Income - -

Profit / Loss before Tax 17.39 62.52

Fringe Benefit Tax - -

Provision for Taxation 4.88 -

Profit / Loss after Tax 12.51 62.52

2. DIVIDEND:

With a view to conserve the resources, the board of directors of the company have not recommended any dividend for the year under review.

3. DIRECTORS

During the year under review, Mr. Lalitkumar Naredi was ceased to act as a Director of the Company with effect from15th December, 2012.

Mr. Kirankumar Babulal Agrawal retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Mr. Nareshchand Jain retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

During the year under review, Mr. Narendra Agrawal was appointed as Additional Director of the Company with effect from 15th December, 2012. It is proposed to appoint him as Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a. That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

b. Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are responsible and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of profit or loss of the company.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

5. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during the year under review.

6. LISTING:

The Equity Shares of the Company are listed on the Ahmedabad Stock Exchange.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

8. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE239L01013.

9. GENERAL:

9.1 INSURANCE:

The Company''s properties continued to be adequately insured against risks such as fire, riots, strikes etc.

9.2 AUDITORS:

The present Auditors of the Company M/s. Madhusudan C. Mashruwala & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956.

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

The notes of the auditors are self explanatory in the nature.

9.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under the Companies (Particulars of Employees) Rules, 1975.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption and Foreign Exchange earnings and outgo is attached as per Annexure - I, and conservation of energy as per Annexure - II.

11. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation extended by Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

By Order of the Board,

Date: 30-05-2013 Kanaiyalal Agrawal Place: Ahmedabad Whole Time Director

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 50th Annual Report together with the Audited. financial statement for the financial year ended 31st March, 2011.

Financial Highlights

Your Company's performance for the financial year 2010-11 is summarized below:

Financial Results 2010-11

Gross Turnover 0

Other Income 221122

Profit before Interest Depreciation & Tax 83122

Less: Depreciation 0

Less: Interest 0

Profit Before Tax 83122

Less : Provision for Taxation 28800

Add: Excess Income Tax Provision w/off bal. 22178 profit for the last year

Profit for the year 76500

Add: Balance from Last balance sheet 47618966

Balance carried to Balance sheet 47695466

DIVIDEND:

There is no place of dividend this year as the company has acquired the stake in various companies for the development of the company and therefore your Directors recommends no dividend this year

DIRECTORS:

During the year under review, no change in the Board was made.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under sec. 2AA of sec. 217 of company act 1956. With respect to the directors responsibility statement, it is hereby confirmed:

(1) That in preparation of annual accounts applicable accounting standard has been followed along with the proper explanation with material departure, if any.

(2) that the directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at 31 march 2011. And of the profit of the year ended in that day.

(3) that the directors to the best of their knowledge and ability have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of company act 1956, for safeguarding the assets of the company and detecting the fraud and any other irregularities.

(4) that the directors has prepared an account on "going concern basis"

AUDIT COMMITTEE:

The audit Committee's meeting was held quarterly for reviewing the quarterly financial results of the company.

DEMATERILISATION:

The company has applied to the CDSL & NSDL for providing electronic connectivity to the company's Equity shares and also for providing the ISIN no. to the Company's securities. The application with the CDSL has been approved the ISIN no. granted to the company is INE239L01013. Further the application with NSDL is pending for approval which would be approved in due time. After approval of NSDL application all the members would be able to convert there Equity into Electronic mode through there brokers.

APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT:

Our company has appointed MCS Ltd as the Register and Share Transfer Agent.

AUDITORS REPORT:

The notes to the accounts referred to in the auditor's report of M/S Madhusudhan C Mashruwala & Company. Chartered Accountants, are self explanatory and therefore do not call any further explanation under section 217 (3) of the company Act 1956.

ACKNOWLEDGEMENT:

Palco's strong multi - cultural wok force has been the bedrock of the company's glorious past. Palco is confident that with the commitment and passion of our people, we will shape the bright future for the organization.

The Directors acknowledge the continued support from and cooperation received from Place: Ahmedabad the shareholders, participating banks, customers, suppliers, and dealers. The Board also wishes to record its sincere appreciation of the total commitment, dedication, and hard work put in by every member of team Palco.

For and On Behalf of Board of Directors

Date: 27/08/2011 Mr. KiranKumar Agrawal Director

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Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report along with the audited Balance Sheet and Profit and Loss Account for the ended year on 31 st March, 2010

FINANCIAL RESULTS

2009-2010 2008-2009 (Rs. In Lacs) (Rs. In Lacs)

Profit Before Depreciation 284.92 96.28

Less:-Depreciation 52.92 61.45

Profit Before Tax 232.00 34.83

Less:-Provision for Tax 80.24 16.25

Less:-Provision for Deferred Tax 4.11 5.89

Less:-Fringe Benefit Tax 0.00 0.20

Add: - Excess Income Tax Provision

W/off Bal. 0.00 1.57

Profit After Tax 147.65 *14.06

OPERATIONS

During the year, the Company has achieved the turnover of Rs. 7311.45 Lacs and has made a net profit of Rs. 147.65 after the as compared to the profit of Rs. 14.06 Lacs last year. After achieving satisfactory result in its operation during the year, the company continued its efforts on improving the market share for its products. As a result of which your directors are of the opinion that results in the coming years would also be satisfactory.

DIVIDEND

In order to conserve the resources for future expansion and enhancing the production capacity, Directors do not recommend any dividend for the financial year ended on 31 st March, 2010

DIRECTOR

Mr. Lalit Gupta and Mr. Kirankumar B. Agrawal who retire by rotation at the ensuing Annual General Meeting and they being eligible, offer themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO : Information as per section 217 (1) (E) read with Companies Disclosure of particulars in the report of the Board of Directors Rules, 1988 and forming part of the Directors Report for the year ended on 31st March, 2010

CONSERVATION OF ENERGY

The Directors have made full efforts to minimize the consumption of electricity and furnace oil. There is marginal increase/decrease in consumption of Electricity and furnace oil.

ELECTRICITY 2009 - 2010 2008 - 2009

Consumption of Total Unit 459863.00 491605.00

Consumption in Rupees 2528228.00 2709671.00

Average Rate Per Unit 5.50 5.51

FURNACE OIL 2009-2010 2008-2009

Consumption of Total Unit 506022.00 439783.00

Consumption in Rupees 11962045.00 11035573.00

Average Rate Per Unit 23.64 25.09

FOREIGN EXCHANGE EARNING AND OUTGO 2009-2010 2008-2009

221.99 Lac 191.02 Lac

FIXED DEPOSIT

The Company has accepted deposit after complying with the provisions of section 58A of the Companies Act 1956 and in accordance with Directors issued by the Reserve Bank of India.

DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to section 217 (2AA) of the Companies Act, 1956 the preparation of the Directors confirms that:

1 In the preparation of the Annual Accounts, the applicable accounting standard had been followed.

2 Appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit and loss account for the current financial year.

3 Proper and sufficient care has been taken for the maintenance of adequate accounting records in and for preventing and detecting fraud and other irregularities.

4 The annual accounts have been prepared on a going concern basis.

5 AUDITORS: M/s. Madhusudan C. Mashruwala & Co. Chartered Accountants, Statutory Auditors of the company hold office unit the conclusion of ensuing annual general meeting and are recommended for re-appointment. The Company has received a certificate from them, that their re-appointment if made, would be within the prescribed limits under section 224 (1B) of the companies act 1956.

6 AUDITORS REPORT: The Notes on accounts referred to in the auditors report are self explanatory and therefore do not call any further comments.

7 PARTICULARS OF THE EMPLOYEE: The Company has not employed person drawing remuneration of Rs.24 Lacs or more per year or 2 Lacs or more per month in the financial year 2009-10.

8 AUDIT COMMITTEE: During the year the company has setup an audit committee comprises of three non executive directors. The names of members are as under.

1. Mr. Kiran B. Agrawal

2. Mr. Nareshchandra C. Jain

3. Mr. Lalit D. Gupta

KEY FACTORS OF COMMITTEE

(i) Reviewing with the management performance of statutory and internal auditors adequacy of internal control.

(ii) Discussion with internal auditor with respect to the coverage and frequency of internal audit as per the annual audit plan, nature of significant and follow up thereof.

(iii) Discussion with statutory auditor before the audit committee, about nature of scope of audit as well as post audit discussion to ascertain any area of concern.

9. REMUNERATION COMMITTEE: The Company has set up remuneration committee. This committee comprises of three non executive independent directors. The name of members as follows.

Mr. Kiran B. Agrawal : Chairman

Mr. Nareshchandra C. Jain : Independent director

Mr. Lalit D. Gupta : Independent director

This committee reviews and makes recommendations on annual salaries, performance commission perquisites and other employment conditions of executive director (s)

ACKNOWLEDGEMENT: Your directors would like to express their appreciation of the co-operation received from the labour and staff of the company and to valued clients, bankers and share holders for their continued support.

Place :Ahmedabad By Order of the Board Date : 12-05-2010

Kiran B.Agrawal Director