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Procal Electronics India Ltd.

BSE: 526009 Sector: Engineering
NSE: N.A. ISIN Code: INE700B01015
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OPEN 0.63
PREVIOUS CLOSE 0.66
VOLUME 1000
52-Week high 0.72
52-Week low 0.46
P/E 63.00
Mkt Cap.(Rs cr) 0
Buy Price 0.63
Buy Qty 13500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.63
CLOSE 0.66
VOLUME 1000
52-Week high 0.72
52-Week low 0.46
P/E 63.00
Mkt Cap.(Rs cr) 0
Buy Price 0.63
Buy Qty 13500.00
Sell Price 0.00
Sell Qty 0.00

Procal Electronics India Ltd. (PROCALELECT) - Auditors Report

Company auditors report

TO THE MEMBERS OF

PROCAL ELECTRONICS INDIA LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of M/s ProcalElectronics India Limited ("the Company") which comprise the Balance Sheetas at March 31 2016 the Statement of Profit and Loss the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matter stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements to give a true and fair view of the financialposition financial performance & cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules2014.This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthese standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder and the Order under Section 143(11) ofthe Act.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone financial statements. The procedures selected dependon the auditors' judgment including the assessment of the risks of material misstatementof the standalone financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances. Anaudit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

8. (a) The company's manufacturing unit at Silvassa along with other fixed assets areunder control of its banker on account on non-payment of outstanding dues and due to thatand other reasons company had discontinued its business operations since many years. Asper the Accounting Standard As-28 prescribes by The ICAI the company need to value it'sassets and carried at the value not exceeding the amount to be recovered through use orsale of assets. The company need to account the impairment of its assets which it has notcomplied with the requirement of AS-28 " Impairment of assets " to the extentapplicable to the company

(b) In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2016 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

(b) As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of subsection (11) of section 143 of the Act(hereinafterreferred to as the "Order") and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information andexplanations given to us we give in the Annexure "A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

(c) As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in terms of section164 (2) of Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure "B".

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us: i. The Company has disclosed the impact of pending litigation onits financial positions in its financial statement-Refer

Note -19 of the financial statements. ii. The Company did not have any long-termcontracts including derivative contracts as at 31st March 2016. iii. There has not beenan occasion in case of the Company during the year under report to transfer any amounts tothe

Investor Education & Protection Fund and therefore the question of delay intransferring such amounts does not arise.

For Arvind Baid & Associates
Chartered Accountants
Firm Regn No: 137526W
Arvind D. Baid
Place : Mumbai Proprietor
Dated : 30th May2016 M.No. 155532

ANNEXURE "A" TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph (9) of our Report of even date)

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us the fixed assets of company have not been physically verifiedby the management due to premises are in control with Bank and State Government Financialinstitutions in absence of physical verification we are not in a position to comment onthe Discrepancies if any between physical and book balance and the impact thereof.

2. (a) According to the explanations given to us the inventories have not beenphysically verified during the year by the management as the same are in control withfinancial institutions.

(b) In the absence of that we are not in a position to comment on frequency andprocedure of physical verification.

(c) The Company has maintained proper records of inventory. However there were nomovement of inventory since last several years due to inventories are under control ofBank.

3. As informed to us the Company has not granted any loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Therefore the provisions ofClause 3(iii)(a)(iii)(b) and (iii)(c) of the said Order are not applicable to theCompany.

4. In our opinion and according to the information and explanations given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185. Further the Company has complied with the provisions ofsection 186 of the Companies Act 2013 in respect of the loans and investments made. TheCompany has not provided any guarantees or security.

5. The Company has not accepted any deposits from the public within the meaning ofSections 73 to 76 of the Act and the Rules framed thereunder to the extent notified.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company'sbusiness activities are not covered by the Companies (Cost Records and Audit) Rules 2014.

7. (a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues applicable to it with the appropriate authorities though therehas been minor delay in some cases.

No undisputed amounts payable in respect of statutory dues applicable to the Companywere in arrears as at 31st March2016 for period of more than six months from the datethey became payable.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of Service Tax Customs Duty Excise Duty &Value Added Tax that have not been deposited with the appropriate authorities on accountof any dispute. Details of dues towards Sales Tax and Income Tax that have not beendeposited on account of dispute are as stated below:

Name of Status Nature of Dues Amount Period to which it relates Forum where dispute is pending
(Rs.)
Income Tax Act Income Tax 236160/- 2000-01 income tax (not paid so far)
Duties Fine & Penalty Central Excise 16520069/- Up-to March – 2003 Central Excise Tribunal Mumbai

8. The Company has not taken any loans or borrowings from any financial institution orbank or Government nor has it issued any debentures as at balance sheet date. Accordinglythe provisions of clause 3(viii) of the Order are not applicable to the Company.

9. The Company has not raised any moneys by way of initial public offer further publicoffer(including debt instruments) and term loans. Accordingly the provisions of clause3(ix) of the Order are not applicable to the Company.

10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

11. The Company has neither paid nor provided for any managerial remuneration.Accordingly the provisions of clause 3(xi) of the Order are not applicable to theCompany.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of clause 3(xii) of the Orderare not applicable to the Company.

13. The Company has not entered into transactions with related parties during thefinancial year as defined under section 188 of the Act. Accordingly the provisions ofclause 3(xiii) of the order are not applicable to the Company.

14. According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly the provisions of clause 3(xiv) of the Order arenot applicable to the Company.

15. According to the information and explanations given to us the Company has notentered into any non-cash transactions with its directors or persons connected with him.Accordingly the provisions of clause 3(xv) of the Order are not applicable to theCompany.

16. The Company is not required to be registered under section 45 –IA of theReserve Bank of India Act 1934. Accordingly the provisions of clause 3(xvi) of the Orderare not applicable to the Company.

For Arvind Baid & Associates
Chartered Accountants
Firm Regn No: 137526W
Arvind D. Baid
Place : Mumbai Proprietor
Dated : 30th May2016 M.No. 155532

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 10(f) of the Independent Auditor's Report of even date to themembers of M/s Procal Electronics India Limited on the standalone financial statements forthe year ended 31st March 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of M/sProcal Electronics India Limited ("the Company") as of March 31 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (the "Guidance Note").These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Standards on Auditing prescribed under section 143(10) of Act and the GuidanceNote to the extent applicable to an audit of internal financial controls. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note.

For Arvind Baid & Associates
Chartered Accountants
Firm Regn No: 137526W
Arvind D. Baid
Place : Mumbai Proprietor
Dated : 30th May2016 M.No. 155532