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Procal Electronics India Ltd.

BSE: 526009 Sector: Engineering
NSE: N.A. ISIN Code: INE700B01015
BSE 00:00 | 03 Jul Procal Electronics India Ltd
NSE 05:30 | 01 Jan Procal Electronics India Ltd
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Procal Electronics India Ltd. (PROCALELECT) - Director Report

Company director report


The Members


Your Directors have pleasure in presenting their 24th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.

1. Financial summary or highlights/Performance of the Company

The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder;

Particulars 2015-2016 2014-15
Gross Income 0 0
Profit Before Interest and Depreciation 141963 -405280
Finance Charges 0 0
Gross Profit 0 0
Provision for Depreciation 177623 0
Net Profit Before Tax -35660 -405280
Provision for Tax 0 0
Net Profit After Tax -35660 -405280
Balance of Profit brought forward -35660 -405280
Balance available for appropriation 0 0
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0
Transfer to General Reserve 0 0
Surplus carried to Balance Sheet -35660 -405280

2. Brief description of the Company's working during the year under review

During the year your company had not carried any business.

3. Change in the nature of business if any

During the year your company had neither changed any nature of business nor changedany nature of business.

4. Dividend

Due to non-availability of surplus profit your company had not declared any dividendduring the year under review.

5. Reserves & Surplus

Your company had transferred the losses amounting to Rs. (35660)/- to reserves andsurplus during the year under review.

6. Change of Name

Your company had not changed its name during the year under review.

7. Share Capital

Your company had neither increased its authorised capital nor made any allotment duringthe year under review.

i. Buy back of securities

The Company has not bought back any of its securities during the year under review.

ii. Sweat Equity Shares

The company has not issued any Sweat Equity shares during the year under review.

iii. Bonus Shares

The company has not issued any Bonus shares during the year under review.

iv.Employee Stock Option Scheme

The company has not provided any stock option scheme to its employees during the yearunder review.

8. Directors and Key Managerial Personnel

Mrs. Renu Bothra Director retire by rotation at the forthcoming Annual General Meetingand being eligible offer herself for reappointment.

9. Corporate Governance and Management discussion and analsis

As per the requirement of listing agreement with Stock Exchanges your company hascomplied with requirements of Corporate Governance along with Management Discussion andAnalysis in all material aspects.

A report on Corporate Governance together with a certificate of its compliance fromStatutory Auditors and Management Discussion and Analysis forms part of this report as Annexure"A".

10. Audit Committee

The details pertaining to composition of audit committee are included in CorporateGovernance Report which forms part of this Report.

11. Policy on Director's appointment and remuneration and other details

The Company's policy on director's appointment and remuneration and other mattersprovided in section 178 (3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the director's report.

12. Risk Management

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report. TheRisk Management Policy is annexed as Annexure "B" to this report.

13. Stakeholders' Relationship Committee

The details pertaining to Stakeholder's Relationship Committee are included in theCorporate Governance Report which forms the part of this report.

14. Particulars of Employees

The provisions of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 statement of particulars of employees is not applicable to your companyduring the year under review.

15. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 6 Board Meetings were held please

refer to Corporate Governance Report which forms part of this Report.

16. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

17. Declaration by an Independent Directors and their meeting

The declarations by Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 are taken by thecompany.

Independent Directors' Meeting

During the year under review the Independent Directors met on 30th January 2016inter alia to discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

18. Details of Subsidiary/Joint Ventures/Associate Companies

Your company neither has subsidiary and/or associate companies nor has your companyentered into any joint venture during the year under review.

19. Auditors:

The Auditors M/s Jain & Kothari Chartered Accountants (FRN No.103870W)resigned due to their pre-occupations on 23/04/2016 and M/s Arvind Baid & AssociatesChartered Accountants were appointed on 02/05/2016 in their place to fill the casualvacancy; members are thus requested to approve their appointment at the ensuing AnnualGeneral Meeting and they being eligible; reappoint them for the term of 5 years fromfinancial year 2016-2017 as per the provisions of the Companies Act 2013 subject toratification of their appointment in every coming AGM in that term.

20. Auditors' Report

The Auditors Report is self-explanatory with all the disclosures wherever required. TheDirectors here need not require any clarifications as the company is not in operationssince last few years except pending statutory dues there are no further penalties exceptthat of due to few delays and non fulfilment of statutory SEBI requirement asunavailability of funds in the company.

Report on the Internal Financial Controls: The Internal Financial Controls wereadequate and operating effectively as per the Financial Statements of the Company. Thereport on the same is annexed to the Auditor's Report.

21. Disclosure about Cost Audit

As per the Cost Audit Orders in pursuance to section 148 and all other applicableprovisions of the Companies Act 2013 Cost Audit is not applicable to the Company duringthe year under review.

22. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mrs. Puneeta JainPracticing Company Secretary have been appointed as Secretarial Auditor of the Company forthe year 2015-2016. The report of the Secretarial Auditors is enclosed as Annexure"C" to this report.

The Auditor has made qualifications; and marked adversely in her report in para 1 2(c) (i) and (r) 5th Para of point 3 and the last para of the said report.

The Directors comment on qualifications and remarks in respect of para 1 due toin-operative business and continuous losses in the company it was not possible tomaintain functional website.

The Directors comment on qualifications and remarks in respect of para 2 (r) due toin-operative business and continuous losses in the company; it was unable to appointCompany Secretary internal Auditor in the company.

The Directors comment on qualifications and remarks in respect of 5th Para of point 3and last para due to in-operative business and continuous losses in the companypenalties and fines were remained unpaid and adequate systems were unable to be in placeto monitor and ensure compliance with applicable laws rules regulations and guidelines.

23. Internal Audit & Controls

Due to in-operative business and continuous losses in the company the management wasunable to appoint internal auditors during the year. However the management assures thatthe internal auditors will be appointed at the earliest.

24. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy is enclosed herewith as Annexure "D"

25. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure "E" .

26. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No such changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

27. Conservation of energy technology absorption and foreign exchange earnings andoutgo. The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:

(A) Conservation of energy:

Particulars in respect of conservation of energy are NIL.

(B) Technology absorption:

Particulars in respect of conservation of energy are NIL.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows was NIL during the year and theForeign Exchange outgo was NIL during the year in terms of actual outflows.

28. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No such orders were passed against the company by any regulators courts and/ortribunals impacting the going concern status and company's operations in future during theyear under review except amount of Rs. 236160/- is not paid to Income Tax AuthoritiesCentral Excise Tribunal Mumbai levied a penalty of Rs. 16520069 which is still unpaidand the company has defaulted in payment of dues amounting of Rs. 204.36 lacs to CanaraBank and Rs.735.38 lacs to Gujarat State Financial Corporation and few penalties laid downby the Bombay Stock Exchange amounting to Rs. 77496- for late submission/non submission ofquarterly reports as required under the Listing Agreement (which were requested to revertas not applicable under the new Regulations) and non-submission of the Limited review andalso the non-publishing of the quarterly/final results in the newspapers as required underthe LA.

29. Deposits

Your company had not accepted any deposits during the year under review.

30. Particulars of loans guarantees or investments under section 186

Details of Loans:

SL No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by recipient Time period for which it is given the Date of BR Date of SR (if Reqd) Rate of Interest Security
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Details of Investments:-

SL No Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR Expected rate of return
(in rs.) (if reqd)

Details of Guarantee / Security Provided:

SL No Date of providing security/ guarantee Details of recipient Amount Purpose for which the security/ guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil

31. Particulars of contracts or arrangements with related parties:

There were no such contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso during the year under review.

32. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

33. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are not adequate and were not operatingeffectively due to continuing losses in the company.

(f) the directors had not devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were not adequate and notoperating effectively due to continuing losses in the company.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

35. Listing with Stock Exchanges:

Your Company is listed with Bombay Stock Exchange.

36. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Place: Mumbai Mahendra Kumar Bothra Manakchand Bothra Pradeep Kothari
Date: 05.07.2016 Chairman & Managing Director CFO Director
DIN- 01103297 DIN No. 01963758

Annexure "D"



(CIN: L32109MH1992PLC066276)

1. Preface

1.1 The Company believes in the conduct of the affairs of its constituents in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour.

1.2 The Company is committed to developing a culture where it is safe for all employeesto raise concerns about any poor or unacceptable practice and any event of misconduct.

1.3 Section 177 read with Rule 7 of The Companies (Meetings of Board and its Powers)2014 and revised Clause 49 of the Listing Agreement along with LODR 2015 inter-aliaprovides a mandatory requirement for all listed companies to establish a mechanismcalled "Vigil Mechanism(Whistle Blower Policy)" for directors and employees toreport concerns about unethical behaviour actual or suspected fraud or violation of theCompany's code of conduct or ethics policy.

1.4 The purpose of this policy is to provide a framework to promote responsible andsecure whistle blowing. It protects directors and employees wishing to raise a concernabout serious irregularities within the Company.

1.5 The policy neither releases directors and employees from their duty ofconfidentiality in the course of their work nor is it a route for taking up a grievanceabout a personal situation.

2. Policy

2.1 This Policy is for the Directors and the Employees as defined hereinafter.

2.2 The Policy has been drawn up so that the Directors and Employees can be confidentabout raising a concern. The areas of concern covered by this Policy are summarized inparagraph 5.

3. Definitions

3.1 "Director" means a Director on the board of the Company whetherwhole-time or otherwise.

3.2 "Disciplinary Action" means any action that can be taken on thecompletion of / during the investigation proceedings including but not limiting to awarning imposition of fine suspension from official duties or any such action as isdeemed to be fit considering the gravity of the matter. 3.3 "Employee" meansevery employee of the Company.

3.4 "Protected Disclosure" means a concern raised by a written communicationmade in good faith that discloses or demonstrates information that may evidence unethicalor improper activity.

3.5 "Subject" means a person against or in relation to whom a ProtectedDisclosure is made or evidence gathered during the course of an investigation.

3.6 "Whistle Blower" is someone who makes a Protected Disclosure under thisPolicy.

3.7 "Whistle Officer" or "Committee" means an officer or Committeeof persons who is nominated/appointed to conduct detailed investigation.

3.8 "Ombudsperson" will be the chairman of the Audit Committee for thepurpose of receiving all complaints under this Policy and ensuring appropriate action.

4. The Guiding Principles

4.1 To ensure that this Policy is adhered to and to assure that the concern will beacted upon seriously the Company will:

4.1.1 Ensure that the Whistle Blower and/or the person processing the ProtectedDisclosure is not victimized for doing so;

4.1.2 Treat victimization as a serious matter including initiating disciplinary actionon such person/(s);

4.1.3 Ensure complete confidentiality.

4.1.4 Not attempt to conceal evidence of the Protected Disclosure;

4.1.5 Take disciplinary action if any one destroys or conceals evidence of theProtected Disclosure made/to be made;

4.1.6 Provide an opportunity of being heard to the persons involved especially to theSubject;

5. Coverage of Policy

5.1 The Policy covers malpractices and events which have taken place/ suspected to takeplace involving:

1. Abuse of authority

2. Breach of contract

3. Negligence causing substantial and specific danger to public health and safety

4. Manipulation of company data/records

5. Financial irregularities including fraud or suspected fraud

6. Criminal offence

7. Pilferation of confidential/propriety information

8. Deliberate violation of law/regulation

9. Wastage/misappropriation of company funds/assets

10. Breach of employee Code of Conduct/Ethics Policy or Rules 11. Any other unethicalbiased favoured imprudent event

5.2 Policy should not be used in place of the Company grievance procedures or be aroute for raising malicious or unfounded allegations against colleagues.

6. Disqualifications

6.1 While it will be ensured that genuine Whistle Blowers are accorded completeprotection from any kind of unfair treatment as herein set out any abuse of thisprotection will warrant disciplinary action.

6.2 Protection under this Policy would not mean protection from disciplinary actionarising out of false or bogus allegations made by a Whistle Blower knowing it to be falseor bogus or with a mala fide intention.

6.3 Whistle Blowers who make any Protected Disclosures which have been subsequentlyfound to be mala fide frivolous or malicious shall be liable to be prosecuted underCompany's Code of Conduct.

7. Manner in which concern can be raised

7.1 Employees can make Protected Disclosure to Ombudsperson as soon as possible butnot later than 30 consecutive days after becoming aware of the same.

7.2 Whistle Blower must put his/her name to allegations. Concerns expressed anonymouslyWILL NOT BE investigated. 7.3 If initial enquiries by the Ombudsperson indicate that theconcern has no basis or it is not a matter to be investigation pursued under this Policyit may be dismissed at this stage and the decision is documented.

7.4 Where initial enquiries indicate that further investigation is necessary this willbe carried through either by the Ombudsperson alone or by a Whistle Officer/Committeenominated by the Ombudsperson for this purpose. The investigation would be conducted in afair manner as a neutral fact-finding process and without presumption of guilt. A writtenreport of the findings would be made.

7.5 Name of the Whistle Blower shall not be disclosed to the Whistle Officer/Committeeunless required for the purpose of investigation.

7.6 The Ombudsperson/Whistle Officer/Committee shall:

i) Make a detailed written record of the Protected Disclosure. The record will include:

a) Facts of the matter

b) Whether the same Protected Disclosure was raised previously by anyone and if sothe outcome thereof;

c) Whether any Protected Disclosure was raised previously against the same Subject;

d) The financial/ otherwise loss which has been incurred / would have been incurred bythe Company.

e) Findings of Ombudsperson/Whistle Officer/Committee;

f) The recommendations of the Ombudsperson/Whistle Officer/Committee ondisciplinary/other action/(s).

ii) The Whistle Officer/Committee shall finalise and submit the report to theOmbudsperson within 15 days of being nominated/appointed unless more time is requiredunder exceptional circumstances.

7.7 On submission of report the Whistle Officer /Committee shall discuss the matterwith Ombudsperson who shall either:

i) In case the Protected Disclosure is proved accept the findings of the WhistleOfficer /Committee and take such Disciplinary Action as he may think fit and takepreventive measures to avoid re-occurrence of the matter; ii) In case the ProtectedDisclosure is not proved extinguish the matter; Or

ii) Depending upon the seriousness of the matter Ombudsperson may refer the matter tothe Committee of Directors (Whole-time Directors) with proposed disciplinaryaction/counter measures. The Committee of Directors if thinks fit may further refer thematter to the Audit Committee for necessary action with its proposal. In case the AuditCommittee thinks that the matter is too serious it can further place the matter beforethe Board with its recommendations. The Board may decide the matter as it deems fit.

7.8 In exceptional cases where the Whistle Blower is not satisfied with the outcome ofthe investigation and the decision s/he can make a direct appeal to the Chairman of theAudit Committee.

8. Protection

8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/herhaving reported a Protected Disclosure under this Policy. The Company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blower. Complete protection willtherefore be given to Whistle Blower against any unfair practice like retaliation threator intimidation of termination/suspension of service disciplinary action transferdemotion refusal of promotion discrimination any type of harassment biased behavior orthe like including any direct or indirect use of authority to obstruct the WhistleBlower's right to continue to perform his duties/functions including making furtherProtected Disclosure. The Company will take steps to minimize difficulties which theWhistle Blower may experience as a result of making the Protected Disclosure. Thus if theWhistle Blower is required to give evidence in criminal or disciplinary proceedings theCompany will arrange for the Whistle Blower to receive advice about the procedure etc.

8.2 The identity of the Whistle Blower shall be kept confidential.

8.3 Any other Employee assisting in the said investigation or furnishing evidence shallalso be protected to the same extent as the Whistle Blower.

9. Secrecy/Confidentiality

The Whistle Blower the Subject the Whistle Officer and every one involved in theprocess shall: a. maintain complete confidentiality/ secrecy of the matter b. not discussthe matter in any informal/social gatherings/ meetings c. discuss only to the extent orwith the persons required for the purpose of completing the process and investigations d.not keep the papers unattended anywhere at any time e. keep the electronic mails/filesunder password

If any one is found not complying with the above he/ she shall be held liable for suchdisciplinary action as is considered fit.

10. Reporting

A quarterly report with number of complaints received under the Policy and theiroutcome shall be placed before the Audit Committee and the Board.