The Directors have pleasure in presenting the 24th Annual Report together with the audited Accounts of the Company for the financial year ended 31st March, 2014 and the Auditors Report thereon.

Financial Results

The Company had no operations during the year, as the assets of the Company had been taken over by Asset Reconstruction Company (India) Limited (ARCIL) under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

Dividend:

The company has not declared any dividend as there were no operations in the company and the company do not have any surplus to distribute.

Directors:

The Directors of the Company remain the same as in the last year.

Pursuant to the Provision of Section 152 of the Companies Act, 2013, Mr. Vijay Chandra Puljal (DIN No. 00090286) retires by rotation at the ensuing AGM and offer himself for re-appointment and Mr. A. Krishna Rao (DIN N0. 00090662) and Mr. S.V Ramachandra Rao (DIN No. 01869061) are proposed to be appointed as Independent Directors for a period of 5 years under the Companies Act, 2013 not liable to retire by rotation.

Corporate governance:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report as well as Auditors Certificate on Compliance of Corporate Governance are annexed and form part of the Annual Report.

Management Discussion and Analysis

A separate section titled "Management's Discussion and Analysis Report" confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms part of this Annual Report.

Directors' Responsibility Statement

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there were no material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates which 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 of the Company for the year under review;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2014 on a 'non going concern' basis.

Auditors

The Statutory Auditors of the Company, M/s. Rambabu & Co., Chartered Accountants, Hyderabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received letter from them to the effect that their appointment if made would be within the prescribed limits under Section 139 of the Companies Act, 2013

Boards Reply to the Auditors Qualifications

The company is unable to continue its business as a going concern because the total assets of the company have been taken over by ARCIL and sold.

Fixed Deposits

The Company has not invited / accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Particulars of Employees:

There are no employees whose details are required to be given under Section 217(2A) of the Companies Act, 1956.

Additional Information

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1998 and forming part of report for the year ended March 31,2014.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy The Company had no operations during the year and therefore power and fuel consumptions are NIL.

B. Technology Absorption Research and Development (R&D): Nil

C. Foreign Exchange Earnings and Outgo : NIL

Acknowledgement

Your Directors express their gratitude to the shareholders and debenture holders.

                                                  By Order of the Board
                                                    For PALCO LIMITED

                                                   Vijay Chandra Puljal
Place: Hyderabad                                         Chairman
Date: 13.08 2014