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Procal Electronics India Ltd.

BSE: 526009 Sector: Engineering
NSE: N.A. ISIN Code: INE700B01015
BSE 00:00 | 09 May Procal Electronics India Ltd
NSE 05:30 | 01 Jan Procal Electronics India Ltd
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VOLUME 499
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OPEN 0.37
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VOLUME 499
52-Week high 0.37
52-Week low 0.21
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Procal Electronics India Ltd. (PROCALELECTRONI) - Director Report

Company director report

To

The Members

PROCAL ELECTRONICS INDIA LTD

Your Directors have pleasure in presenting their 29th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. Financial summary or highlights/Performance of the Company

The Company's financial performance for the year under review along with previousyear's figures are given hereunder;

Particulars 2020-2021 2019-2020
Gross Income - -
Profit Before Interest and Depreciation (480390) (488760)
Finance Charges - -
Provision for Depreciation (113929) (84460)
Net Profit Before Tax (594319) (573220)
Provision for Tax - -
Net Profit After Tax (594319) (573220)

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. 594319/- to reserves andsurplus in the Balance Sheet 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

Ms. Renu Bothra Women Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer herself for reappointment.

The Board is constituted as per the provisions of the Companies Act 2013. The Board atpresent comprises of:

S. No. Name of Director Designation
1 Mahendrakumar Bothra Managing Director
2 Renu Bothra Women Director
3 Dharmendra Sharma Independent Director
4 Pradeep Kumar Kothari Independent Director

9. Corporate Governance and Management discussion and analysis'

Corporate Governance not applicable to the company as per Regulation 15 of SEBI LODR2015 as per the Guideline and direction of the SEBI & Stock Exchange accordingly thecompany has been adhering to the directions and guideline as required and if applicableon the company's size and type (as per the Regulations and rules the Corporate Governanceis not applicable) along with Management Discussion and Analysis in all material aspects.

Management Discussion and Analysis forms part of this report as Annexure"A".

10. Audit Committee

There were Five meetings of the Audit Committee during the Financial Year 2020-21.

Committee Constitution is as follows:

Name of Director Designation Nature of Directorship
Pradeep Kothari Chairman Independent Director
Dharmendra Sharma Member Independent Director
Renu Bothra Member Women Director

During the year 5 (Five) Audit Committee meetings were dated 31/07/2020 15/09/202017/12/202018/12/2020 and 11/02/2021 properly convened & held.

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

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this Policy are given in this 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.

13. Nomination & Remuneration Committee

There were Four meetings of the Nomination & Remuneration Committee during theFinancial Year 2020-21.

Committee Constitution is as follows:

Name of Director Designation Nature of Directorship
Pradeep Kothari Chairman Independent Director
Dharmendra Sharma Member Independent Director
Mahendra Kumar Bothra Member Women Director

During the year 4 (Four) Stakeholder's Relationship Committee meetings were helddated 31/07/2020 15/09/2020 18/12/2020 and 11/02/2021 properly convened & held.

14. Stakeholders' Relationship Committee

There were Four meetings of the Stakeholder's Relationship Committee during theFinancial Year 2020-21.

Committee Constitution is as follows:

Name of Director Designation Nature of Directorship
Pradeep Kothari Chairman Independent Director
Dharmendra Sharma Member Independent Director
Renu Bothra Member Women Director

During the year 4 (Four) Stakeholder's Relationship Committee meetings were helddated 31/08/2020 15/09/2020 18/12/2020 and 11/02/2021 properly convened & held.

15. 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.

16. Meetings

A notice of Meeting is prepared and circulated in advance to the Directors. During theyear 6 Board Meetings were held.

During the year 6 (Six) Board Meetings were held dated 10/05/2020 31/07/202015/09/2020 17/12/2020 18/12/2020 and 11/02/2021 properly convened & held.

17. 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.

18. 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 31st July2020 inter 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.

19. 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.

20. Auditors:

M/s. PAMS and Associates. (FRN: 316079E) as a new Statutory Auditor of the company hasaudited the financials of the company for the financial year 2020-21.

21. Auditors' Report

The Auditor's Report is self-explanatory with all the disclosures wherever required.The Directors 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 and non appointment of Company Secretary in the company.

22. 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.

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. Nitesh Chaudhary& Associates Practicing Company Secretary have been appointed as Secretarial Auditorof the Company for the year 2020-2021. The report of the Secretarial Auditors is enclosedas Annexure "B" to this report.

The Auditor has made qualifications; and marked adversely in their report the Directorscomment on qualifications and remarks in respective points due to in-operative businessand continuous losses in the company it was not possible to maintain functional website.

The Directors comment on qualifications and remarks in non-appointment of companysecretary due to in-operative business and continuous losses in the company; it wasunable to appoint Company Secretary in the company. For this reason the Company is markedas Active Non- Compliant on the MCA Portal as the Form 22 A could not be filed by thecompany for want of a full time Company Secretary on the Company Pay Rolls.

The Directors comment on other points of qualifications and remarks in respect due toin-operative business and continuous losses in the company penalties and fines wereremained unpaid and adequate systems were unable to be in place to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

24. 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.

25. 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.

26. Constitution of Committee - Sexual Harassment

The provisions of Prevention Prohibition and Redressal act 2013 relating toconstitution of a sexual harassment committee are not applicable to the Company.

27. 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 "C".

28. 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.

The great Global impact of Corona Virus have forced the management to delay its reportsas the directors' meeting could not be held in its due time. This would be taken care ofin future to avoid such delays.

29. 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.

30. 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. 44560127 to CanaraBank and Rs. 73538115 to Gujarat State Financial Corporation and penalties by SEBI fornon-compliance of Reg 6(1) of SEBI LODR for non-appointment of a Company Secretary as acompliance officer in the company and various non-compliances under SEBI LODR 2015 duringthe period.

Deposits

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

31. 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 the recipient Time period for which it is given 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 Date of No investment Details of Investee Amount (in rs.) Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expecte d rate of return
1. NIL NIL NIL NIL NIL NIL NIL

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

32. 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.

33. Human Resources

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

34. 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.

35. 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).

36. Listing with Stock Exchanges:

Your Company is listed with Bombay Stock Exchange.

37. 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
Date: 04/09/2021 Chairman & Managing Director DIN-01103297

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