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Directors Report of Procal Electronics India Ltd.

Mar 31, 2014

Dear members,

The Directors in present herewith the Twenty First Annual Report together with the Statement of Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

2013-14 2012-13

(Rs. In lacs) (Rs. in lacs)

Sales and Other Income 000 000

Profit/(Loss) before Depreciation (3.16) (3.28)

Less : Depreciation (3.94) (4.74)

Profit/(Loss) before Tax (7.10) (8.01)

Less: Provision for FBT/ Earlier Tax NIL NIL

Profit/(Loss) after Tax (7.10) (8.01)

Less Exceptional Item/Prior period adjustment NIL NIL (7.10) (8.01)

Profit/(Loss) brought forward from previous year (843.34) (835.33)

Balance carried to Balance Sheet (843.34) (843.34)

DIRECTORS AND KMP''s

Mr Suresh Iyer retires by rotation at the ensuing Annual General Meeting and, being not eligible, he will not be re-appointment.

Mr. Mahendra Kumar Bothra; whole-time Director; retires by rotation at the ensuing Annual General Meeting and, being eligible, he has offered himself for re-appointment.

Mr. Manakchand Bothra; an experienced person in the respective field is hereby proposed to be appointed as a Chief Financial Officer as per the new Companies Act 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(i) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 Profit or Loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care 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;

(iv) the directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report. FIXED DEPOSITS

The Company has no fixed deposits.

AUDITORS

M/s. Jain & Kothari, Chartered Accountants, Mumbai retire as auditors and, being eligible, offer themselves for re-appointment for the term of three years as per the new Companies Act 2013, provisions; subject to yearly revival of the terms of appointment by the management.

You are requested to appoint Auditors and to fix their remuneration.

AUDIT REPORT

Note to point No. 8 of Auditors Report.

(i) As the management is hopeful of reviving the business by starting the trading & agency business, the accounts are prepared on going concern basis despite of closure of unit and absences of substantial business activities.

(ii) As the Company is negotiating with the bank & GSFC and the liability if any shall be provided in the year of settlement. Therefore no provisions has been made in the accounts for the interest liability on various Bank Loans & GSFC loan as the loan accounts have been classified as NPA by the company''s Banker Canara Bank/GSFC and accordingly stopped charging interest.

(iii) The Management has so far not taken any steps for assessment of valuation of the assets for the requirement of AS 28 -impairment of assets but in near future the management will do the necessary requirement for the same.

Further Clarifications with regards to physical verification:

The Company''s Unit at Silvassa is in the possession of the Bankers; and the Management was not allowed to enter the premises/Unit, until any settlement is done; so the Management could not give any physical verification records to the Auditors.

CONTINGENCY

The Commissioner of Central Excise & Customs has raised a demand amounting to Rs.1,65,20,069/- towards various duties, fine & penalty, due to the non-fulfilment of export obligations & the closure of unit II of Silvassa. The company has already filed an appeal against the demand with an appropriate authority.

The Auditors'' Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

EMPLOYEES

The Company does not have any employee whose particulars is required to be given pursuant to the provisions of section 217(2A) of the Companies Act. 1956 read with the Companies (particulars of employees) Rules, 1975.

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

During the year, the Company had strict control on wasteful electrical consumption. Light and power were switched off whenever not necessary.

The Company does not need any technology for its existing business.

There was no Foreign Exchange Earnings/Outgo during the financial Year.

LISTING

The Equity Shares of the Company are listed on Mumbai, Stock Exchange. The Company has not paid the Annual listing fees to Stock Exchanges for the year 2013-2014.

ACKNOWLEDGMENTS

Your Directors convey their gratitude to Canara Bank/GSFC for their continued assistance and support. The Directors also wish to place on record their admiration and appreciation of the hard work put in by all staffs and workers of the Company.

FOR AND ON BEHALF OF THE BOARD

MAHENDRA KUMAR BOTHRA CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai Date: 28/08/2014


Mar 31, 2010

The Directors in present herewith the Eighteenth Annual Report together with the Statement of Accounts for the year ended March 31,2010.

FINANCIAL RESULTS

2009-10 2008-09

(Rs. In lacs) (Rs. in lacs)

Sales and Other Income 3.79 1.93

Profit/(Loss) before Depreciation (0.54) (109.63)

Less: Depreciation 8.88 11.24

Profit/(Loss) before Tax (8.34) (120.87)

Less: Provision for FBT/ Earlier Tax NIL (0.10)

Profit/(Loss) after Tax (8.34) (120.97)

Less Exceptional Item/Prior period adjustment NIL NIL

(8.34) (120.97)

Profit/(Loss) brought forward from previous year (807.06) (686.09)

Balance carried to Balance Sheet (815.40) (807.06)

DIRECTORS

Mr. Mahendra Kumar Bothra retires by rotation at the ensuing Annual General Meeting and, being eligible, he has offered himself for re-appointment.

Mr. Suresh Kumar Iyer retires by rotation at the ensuing Annual General Meeting and, being eligible, he has offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(i) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 Profit or Loss of the Company for that period.

(iii) the Directors had taken proper and sufficient care 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;

(i v) the directors had prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE

As per the requirement of listing agreement with the Stock Exchanges, your Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

FIXED DEPOSITS

The Company has no fixed deposits.

AUDITORS

M/s. Jain & Kothari, Chartered Accountants, Mumbai retire as auditors and, being eligible, offer themselves for re- appointment. You are requested to appoint Auditors and to fix their remuneration.

AUDIT REPORT

Note to point No. 4 (f) of Auditors Report.

(i) As the management is hopeful of reviving the business by starting the trading & agency business, the accounts are prepared on going concern basis despite of closure of unit and absences of substantial business activities.

(ii) As the Company is negotiating with the bank &. GSFC and the liability if any shall be provided in the year of settlement. Therefore no provisions has been made in the accounts for the interest liability on various Bank Loans & GSFC loan as the loan accounts have been classified as NPAby the companys Banker Canara Bank/GSFC and accordingly stopped charging interest.

(iii) The Management has so far not taken any steps for assessment of valuation of the assets for the requirement of AS 28 - impairment of assets but in near future the management will do the necessary requirement for the same.

CONTINGENCY

The Commissioner of Central Excise & Customs has raised a demand amounting to Rs. 1,65,20,069/- towards various duties, fine & penalty, due to me non-fulfilment of export obligations & the closure of unit II of Silvassa. The company has already filed an appeal against the demand with an appropriate authority.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and, therefore, do not call for any further comments.

EMPLOYEES

The Company does not have any employee whose particulars is required to be given pursuant to the provisions of section 217(2A)oftheCompaniesAct. 1956 read with the Companies (particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPOTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year, the Company had strict control on wasteful electrical consumption. Light and power were switched off whenever not necessary.

The Company does not need any technology for its existing business.

There was no Foreign Exchange Earnings/Outgo during the financial Year.

LISTING

The Equity Shares of the Company are listed on Mumbai, Stock Exchange. The Company has paid the Annual listing fees to Stock Exchanges for the year 2009-2010.

ACKNOWLEDGMENTS

Your Directors convey their gratitude to Canara Bank/GSFC for their continued assistance and support.

FOR AND ON BEHALF OFTHE BOARD

MAHENDRA KUMAR BOTHRA

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Date: 02.09.2010



 
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