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2013-2014
TWENTY SECOND
ANNUAL REPORT
(CIN : L32109MH1992PLC066276)
TWENTY SECOND ANNUAL REPORT 2013-2014
201, SHYAM BABA HOUSE CHS LTD.,
UPPER GOVIND NAGAR,
MALAD - EAST, MUMBAI 400 097.
NOTICE
Notice is hereby given that the Twenty Second Annual General Meeting of the members of Procal Electronics India Limited will be held at its Registered Address (201, Shyam Baba House CHS Ltd., Upper Govind Nagar, Malad (E), Mumbai – 400 097) Tuesday, 30th September 2014, at 11.30 a.m. to transact the following business.
ORDINARY BUSINESS1. To receive, consider and adopt the Balance Sheet as at March 31, 2014 and the Profit & Loss Account for the year ended on that date and
Directors' and Auditors' Reports thereon.
2. To appoint a Director in place of Shri Suresh Iyer, who retires by rotation and being uneligible for re-appointment.
3. To appoint a Director in place of Shri Mahendra Kumar Bothra, who retires by rotation and being eligible, offers himself for re-appointment.
4. To appoint Auditors for one term of three years as required under the new Companies Act 2013; subject to the yearly revival of the terms and conditions of the appointment by the management and to fix their remuneration.
SPECIAL BUSINESS
5. To appoint Mr. Manakchandji Bothra, an experience person in the respective field; as a Chief Financial Officer; as required under the new Companies Act 2013.
To pass the following resolution with or without modification as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Section 203 of the Companies Act, 2013 and Rules made there under Shri Manakchand Bothra, be and is hereby appointed as Chief Financial Officer of the Company who shall not be liable for the retirement by rotation,
Resolved further that, pursuant to the provisions of Sections, 196, 197, Schedule V and other related provisions of the Companies Act, 2013, Memorandum and Articles of Association of the Company and subject to the approval of Statutory Authorities required in this respect, if any Shri Manakchand Bothra, be and is hereby appointed Chief Financial Officer for the period of 3 years, on the terms and conditions as mutually decided by the management.
Either party shall be entitled to terminate the Appointment by giving the other party 180 days notice in writing without showing any cause.
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2. Members are requested to:a. intimate to the Company / their Depository Participant (“DP”), changes, if any, in their registered address at an early date;b. quote their Registered Folio No. and/or DP Identity and Client Identity number in their correspondence;c. bring their copy of the Annual Report and the Attendance Slip with them at the Annual General Meeting.
3. In keeping with Ministry of Corporate Affairs' Green Initiative measures, the Company hereby requests members who have not registered their E-mail addresses so far, to register their E-mail addresses for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically. Kindly retur
4. Securities & Exchange Board of India (SEBI) vide its Circular No. CIR/MRD/DP/10/2013 dated 21st March, 2013 has mandated all Companies to use approved electronic mode of payment for making cash payments such as Dividend to the Members (where core banking details are available) or to print the bank account details of the members (as per the Company's records) on the physical payment instruments (in
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case where the core banking details are not available or electronic payment instructions have failed or rejected by the Bank). Hence, the Members are requested to furnish/update their bank account name and branch, bank account number and account type along with other core banking details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code) etc. at the earliest along with cancelled chrque in form appearing in page no 33 of the Annual Report.
5. Voting through electronic means:In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 22nd Annual General Meeting (AGM) by electronic means and the items of business as detailed in this Notice may be transacted through e-voting services provided by Central Depository Services India Limited (CDSL):
The instructions for e-voting are as under:
a) Log on to e-voting website www.evotingindia.comb) Click on “Shareholders” tabc) Select the electronic voting sequence number (EVSN) 140906009 along with PROCAL ELECTRONICS INDIA LIMITED from the drop
down menu and click on “SUBMIT”d) Now enter your User ID
i) For CDSL : 16 digit beneficiary IDii) For NSDL: 8 character DP ID followed by 8 digits Client IDiii) Member holding shares in physical form should enter Folio Number registered with the Company.
e) Next enter the image verification as displayed and click on loginf) Shareholders holding shares in Demat form and had logged on the www.evotingindia.com and voted on the earlier voting of any company,
shall use their existing password g) Shareholders using first time the electronic voting shall follow the given below steps:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat Shareholders as well as Physical shareholders)
?Members who have not updated their PAN with the Company/ Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field
In case, the folio number is less than 8 digits, enter the applicable number of '0's(Zeros) before the number after the first two chartecters of the name in CAPITAL Letters. Eg. If your name is Shekhar Kumar, with folio number 100 then enter SH00000100 in the PAN field.
DoB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format
Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio.Members who have not registered their Dividend bank Details, kindly type number of shares held as on holding or cut off date i. e. 22nd August, 2014.
h) After entering these details appropriately, click on “SUBMIT” tab.i) Members holding shares in physical form will then reach directly the EVSN Selection Screen. However, members holding shares in demat form
will now reach Password filed. The new password has to be minimum eight character consisting of at least one upper case (A-Z), one lower case(a-z), one numeric value (0-9) and a special character (@#$%&*). Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided the company opts for e-voting through CDSL platform. It is strongly recommended not to share the password with any other parson and take utmost care to keep the password confidential.
j) Click on the relevant EVSN (here 140906009) for Procal Electronics India Limitedk) On the voting page, shareholders will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the
option YES or NO as desired. The option YES implies that you assent to the Resolution and the option NO implies that you dissent to the Resolution.
l) Click on the Resolution File link, if you wish to view the entire resolution.
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m) After selecting the resolution you have decided to cast your vote on, click, on SUBMIT. A confirmation box will be displayed, if you wish to confirm your vote, click on OK else to change your vote click on CANCEL and accordingly modify your vote.
n) Once you confirm your vote on the resolution, you will not be allowed to modify your vote. o) In case of Members receiving the physical copy of the Notice of AGM, (for members whose email IDs are not registered with the
Company/Depository Participant(s) or requesting physical copy) please follow all steps from Sr. No. (b) to (n) above, to cast vote.p) Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) shall follow following steps:?Log on to and register themselves as Corporates.?A scanned copy of the Registration Form bearing the stmp and sign of the entity should be emailed to ?After receiving the login details, they have to create a compliance user who would be able to link the account(s) for which they wish to
vote on.?The list of accounts should be mailed to and on approval of the accounts they would be able to cast
their vote.?A scanned coy of the Board Resolution and Power of Attorney (PoA) which they have issued in favour of the Custodian, if any, should be
uploaded in PDF format in the system for the scrutinizer, to verify the same.q) The e-voting period begins on 25th September 2014 at 9.30 a.m. and ends on 27th September 2014 at 5.30 p.m. During the period shareholders
of the Company, holding shares either in physical form or in dematerialised form as on 25th September 2014 (record Date) may cast their votes electronically. Once the vote on resolution is cast, the member shall not be allowed to change it subsequently.
r) In case of any queries or issues regarding e-voting, members may refere the FAQ and e-voting manual available at
s) Shri Mitesh Dhabliwala of Parikh Parekh & Associates, Practising Company Secretary has been appointed as the Scrutiniser to scrutinise the e-voting process in the fair and transparent manner.
t) The scrutiniser shall within a period not exceeding three (3) days from the conclusion of the e-voting period, unlock the votes in the presence of at least two witnesses not in the employment of the Company and will make a scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman of the Meeting.
u) The results on the resolutions shall be declared at or after the Annual General Meeting of he Company and the resolutions will be deemed to be passed on the Annual General Meeting date subject to receipt of the requisite number of vote in favour of the resolutions.
v) The results declared along with the scuritinizer's report(s) will be available on the website of the Company within two days of passing of the resolutions and will be communicated to Bombay Stock Exchange Limited where the shares of he Company are listed.
6. All the documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during the normal business hours (10.00 a.m to 5.00 p.m.) on all working days except Saturdays up to and including the date of the Annual General Meeting of the Company.
By order of the Board,
MAHENDRA KUMAR BOTHRA Chairman & Managing Director
Place : MumbaiDate : 28/08/2014
https://[email protected]
https://www.evotingindia.co.in
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DIRECTORS’ REPORT TO THE MEMBERS
Your 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
Profit/(Loss) brought forward from previous year (843.34) (835.33)
Balance carried to Balance Sheet (843.34) (843.34)
MANAGEMENT DISCUSSION AND ANALYSIS
a) Financial Performance and Operations Review:
Sales and other income for the year amounted to nil as same in the last year. During the year under review, your
Company has made a loss before tax of Rs 7.10 Lacs against loss of Rs. 8.01 Lacs in the previous year.
During the year under report the company has not carried out any manufacturing or trading activity. The company has
incurred substantial cash losses during the year.
b) Industry Structure and Threats:
During the year under review financial constraints has resulted in no sales and overall performance of the Company.
c) Outlook:
The management is still hopeful and trying for reviving the business by starting the trading & agency business.
d) Human Resources:
Your Company continued to have cordial and harmonious relations with its employees at all levels.
e) Internal Control Systems:
The Company has an adequate internal control system including suitable monitoring procedures commensurate with its
size and nature of the business.
(7.10) (8.01)
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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
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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, 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 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
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DECLARATION
TO,
The Members of the Procal Electronics India Ltd.
With respect to clause 49 of the listing agreement with the Stock Exchange, this is to declare that the code of
conduct envisaged by the company for members of the Board and all members of the Board and Senior
Management Personnel of the company have complied with Senior Management Personnel respectively.
MAHENDRA KUMAR BOTHRA
CHAIRMAN & MANAGING DIRECTOR
Place: Mumbai
Date: 28/08/2014
2013-2014
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ANNEXURE
REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, given below is a report on the Corporate Governance in the
Company:
A. MANDATORY REQUIREMENTS
1. Company’s philosophy of Corporate Governance is to ensure:
i) that the Board and top management of the Company are fully appraised of the affairs of the Company
that is aimed at assisting them in the efficient conduct of the Company’s business so as to meet
Company’s obligation to the shareholders.
ii) that the Board exercises its fiduciary responsibilities towards shareholders and creditors so as to
ensure high accountability.
iii) that all disclosure of information to present and potential investors are maximized.
iv) that the decision making process in the organization is transparent and are backed by documentary
evidences.
2. Board of Directors
The present strength of the Board of Directors of the Company is 4 Directors of which 1 is promoter Managing
Director and other 3 are non-executive independent directors with independent judgment in the deliberation and
decisions of the Board.
? Attendance of each Director at the Board Meetings and last AGM
In total, 6 Board Meetings were held during the Financial Year 2013-14. The last AGM of the Company was held on th
30 September 2013.
Name of the Director Category No. of board mtgs Attendance at last
attended AGM
Mr. Suresh Kumar Iyer Non Executive Director 0 No
Mr. Pradeep Kothari Non-Executive Director 6 Yes
Mr. Mahendra Kumar Bothra Managing Director 6 Yes
Mr. Dharmendra Sharma Non-Executive Director 6 Yes
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2013-2014
Notes on Directors:
Mr. Mahendra Kumar Bothra
Mr. Mahendra Kumar Bothra is a Graduate in Commerce and having good technical knowledge. He has over
14 years of experience in the electronics industry.
Mr. Manakchand Bothra
Mr. . Manakchand Bothra is a Graduate in Commerce and having over 19 years of experience in the electronics
industry.
30th April, 2013 31st July, 2013 26th August, 2013 30th October, 2013
31st January, 2014 21st March, 2014
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Audit Committee meetings and the attendance during the financial year 2013-14
There were five meetings of the Audit Committee during the Financial Year 2013-14
0
During the year, the company did not receive any complaints/Correspondence/Query, from the
shareholders, During the year no transfers request was received.
10
2013-2014
31st March, 2013 Monday, 30th September 2013 at 10.30 am
31st March, 2012 Saturday, 29th September 2012 at 10.30 am
31st March, 2011 Thursday, 30th September 2011 at 10.30 am
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8. Means of Communication
Half-yearly unaudited financial result No. sent to each household of shareholdersQuarterly Results The results of the Company are not published
in The newspapers for Financial year 2013-2014.
Website, where displayed The Company does not have its websiteWhether website also displays official N.A.news releases.Whether MD&A is part of Annual Report or not MD&A forms a part of this Annual Report.
9. Shareholders Information AGM : Date, Time and Venue 30th September, 2014 at 11.30 a.m. at 201,
Shyam Baba House CHS Ltd., Upper Govind
Nagar, Malad – East, Mumbai – 400 097.
Financial calendar April – MarchFirst quarter results Last week of JulySecond quarter results Last week of OctoberThird quarter results Last week of JanuaryAnnual results 2nd week of JulyDate of Book closure 25th September, 2014 to 30th September,
2014 (both days inclusive)Dividend Payment dates(s) The Company has not declared any dividend
for the financial year 2013-14.Listing on Stock Exchanges Mumbai BSE Company Code 3840Stock code - Physical 526009ISIN Number for NSDL & CDSL INE 700B01015Share Transfer and other communications Satellite Corporate Services Pvt. Ltd.may be addressed to B-302, Sony Apartment,Opp. St.Jude High
School, Jarimari – SakinakaAndheri – Mumbai –400 072
Investors complaint may be addressed to Mr. Mahendra Kumar Bothra – Managing
Director M/s. Procal Electronics India Limited201, Shyam Baba House CHS LTD., Upper
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2013-2014
Govind Nagar, Malad – E, Mumbai - 400097.E-mail: [email protected]
Market price data : High, Low during each Please see Annexure 'A'month in last financial yearRegistrar and Share Transfer Agent Satellite Corporate Services Pvt. Ltd.
B-302, Sony Apartment, Opp. St. Jude High
School, Jarimari – SakinakaAndheri – Mumbai –400 072TEL NO 022-28520461/62FAX NO 022-28511809EMAIL :
All share transfers, subject to correctnessand completion of all documents, wouldnormally be registered and returned withinweeks from the date of receipt.
Distribution of Shareholding/Shareholding Please see Annexure 'B'Pattern as on 31.03.2014Dematerialization of Shares 72.33% of the paid-up share capital has
been dematerialized as on 31st March, 2014Outstanding GDRs/ADRs/warrants/ convertible Not applicable since none of the saidinstruments etc instruments are ever issued.Plant Location Given in the 1st page of this Annual Report.Address for correspondence Registered Office given in the 1st page of this
Annual Report.
2013 April - -
May - -
June 1.81 1.81
July - -
August 1.90 1.90
September - -
October - -
November - -
December - -
2014 January - -
February - -
March - -
13
2,989 67.64 403,443 11.53
758 17.15 314,403 8.98
367 8.31 324,121 9.26
136 3.08 207,401 5.93
56 1.27 145,254 4.15
21 0.48 74,477 2.13
35 0.79 168,883 4.83
23 0.52 163,035 4.66
34 0.77 1,698,983 48.54
4,419 100.00 3,500,000 100.00
968,510 27.67
2531490 72.33
4419 3,500,000 100.00
Indian Promoters 21 1242077 35.49
Banks and Insurance Companies - - -
UTI and Mutual Funds - - -
FII’s and NRI’s 32 99800 2.85
Domestic Companies 63 130453 3.73
Resident Individuals 4280 1994910 56.66
Hindu Undivided Family 23 32760 0.94
Total 4419 3500000 100.00
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AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of PROCAL ELECTRONICS INDIA LIMITED.
We have examined the compliance of conditions of corporate governance by PROCAL ELECTRONICS INDIA LIMITED st
for the year ended 31 March 2014, as stipulated in clause 49 of the Listing Agreement of the said Company with
Stock Exchanges in India.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and in view of NIL
activity carried out by the company. We certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreement.
st
We state that in respect of investor grievances received during the year ended 31 March, 2014 no investor st
grievances are pending exceeding one month against the Company as on 31 March, 2014 as per the records
maintained by the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
FOR JAIN & KOTHARI
Chartered Accountants
Firm Reg.No. 103870 W
( B. L. JAIN )
PARTNER
M.No.15568
Place: Mumbai
Date: 14/07/2014
15
JAIN & KOTHARI
Chartered Accountants
INDEPENDENT AUDITORS REPORT
THE SHARE HOLDERS OF
M/S.PROCAL ELECTRONICS INDIA LIMITED
MUMBAI
Report on the Financial Statements.
1. We have audited the accompanying financial statements of M/S. PROCAL ELECTRONICS INDIA LIMITED,
MUMBAI, which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and Cash
flow statement for the year then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Financial Statements
2. The Company's Management is responsible for the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash flows of the Company in accordance with the
Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013
dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,
2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the
design, implementation and maintenance of internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of
2013-2014
16
the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Basis for Qualified Opinion
6. The company’s manufacturing unit at Silvassa along with other fixed assets are under control of it’s banker on
account on non-payment of outstanding dues and due to that and other reasons company had discontinued it’s
business operations since many years. As per the Accounting Standard As-28 prescribes by The ICAI the company need
to value it’s assets and carried at the value not exceeding the amount to be recovered through use or sale of assets. The
company need to account the impairment of it’s assets which it has not complied with the requirement of AS-28 “
Impairment of assets “ to the extent applicable to the company.
Qualified Opinion
7. In our opinion and to the best of our information and according to the explanations given to us except for the effects of
the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information
required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India.
sta) in case of the Balance Sheet of the state of affairs of the Company as at 31 March, 2014 and
b) in case of the Statement of Profit and Loss of the LOSS for the year ended on that date
c) in the case of the Cash Flow Statement, the cash flows of the company for the year ended on that date.
Emphasis of Matter
8. We draw attention to the following explanatory notes :
(i) Note No. 18 with regard to preparation of accounts on going concern basis, despite of closure of units
and absence of any business activities.
(ii) Note No. 19 with regard to non provision of interest on loans taken from Bank and GSFC app of Rs.199.64
lacs by which the loss for the year is understated.
(iii) Note No. 20 with regard to non provision of Doubtful debts of Rs. 70,182,411/-
Our opinion is not qualified in respect of above matters.
Report on Other Legal and Regulatory Requirements.
9. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in
paragraphs 4 & 5 of the order.
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.
10. As required by section 227(3) of the Act, we report that :
a) We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit.
b) In our opinion proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books.
c) The Balance Sheet, Statement Profit and Loss dealt with by this report are in
agreement with the books of account.
d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph in our opinion,
the Balance Sheet , the Statement of Profit and Loss and Cash Flow Statement comply with Accounting
Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of
the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013.st
e) On the basis of written representations received from the Directors as on 31 March, 2014, and taken st
on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2014 from
being appointed as a Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies
Act, 1956.
for JAIN & KOTHARI
Chartered Accountants
F.R.No. 103870W
Place : Mumbai (B.L.JAIN)
Date : 14/07/2014 Partner
M. No.15568
2013-2014
18
ANNEXURE TO THE AUDITORS REPORT:
Referred to in paragraph 9 of our report of even date.
i. (a) The Company has maintained proper records showing full particulars including quantitative
details and situation of fixed assets.
(b) According to the explanations given to us, the Fixed Assets of company have not been physically verified
by the management due to premises are in control with Bank and State Government Financial
institutions, in absence of physical verification, we are not in a position to comment on the Discrepancies,
if any, between physical and book balance and the impact thereof.
(c) The Company has not disposed off any part of fixed assets during the year.
ii. (a) According to the explanations given to us ,the inventories have not been physically verified during the
year by the management. In the absence of that we are not in aposition to comment on frequency and
procedure of physical verification.
(b) The Company has maintained proper records of inventory. However there were no movements
of inventory since last several years due to inventories are under control of Bank.
iii) (a) The Company has not granted any loans secured or unsecured to the parties covered in the register
maintain under section 301 of the companies Act, 1956.
b) The Company has taken interest free loan from three parties covered in the register maintained under
section 301 of the companies Act, 1956, the maximum amount involved during the year was
Rs.39.44 Lacs.
c) In our opinion the other terms and conditions on which loan has been taken from the party listed in the
register maintained under section 301 of the Companies Act 1956 are not prima facie, prejudicial to the
interest of the company.
d) The loan taken is not repaid till date, as there is no specific repayment schedule; hence we are unable to
comment upon overdueness of loan.
iv) In our opinion and according to the information and explanations given to us, there are adequate internal
control procedure commensurate with the size of the company and the nature of it’s business with regard to
purchase of inventory, fixed assets and with regard to the sale of goods. However there were no transaction
19
effected during the year by the company.
v) (a) According to the information and explanations given to us, particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register required to be maintain under that
section, and
(b) We have been informed that the transactions made in pursuance of such contracts or arrangements
have been made at prices which are reasonable having regard to the prevailing market prices at the relevant
time.
vi) The company has not accepted deposits from the public within the meaning under section 58 & 58AA of the
Companies Act 1956, however during the year it has obtained a unsecured loan from a party listed in the
register maintained u/s 301 of the Companies Act 1956.
vii) We were informed that the Central Government has not prescribed maintenance of cost records for the
company under section 209(1)(d) of the Companies Act, 1956.
viii) (A) Undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, Service Tax,
custom duty, excise duty, cess have not generally been deposited in time, however the same is not serious.
stThe following statutory dues were outstanding as at 31 March, 2014 for a period of more than six months from
the date they became payable.
S/N Nature of Amount Period Due Date Date of
(Rs.) Payment
Income Tax 2,36,160/- Y.E. 19.09.2002 Not paid so far
A.Y.2000-01 31.3.2000
(B) According to the information and explanations given to us there are no dues of Sales Tax, Custom Duty,
Wealth Tax, Service Tax, Excise Duty which have not been deposited on account of any dispute except as
stated below.
S/N Nature of Amount Period to which Forum where
Dues (Rs. ) amount relate disputes is
pending.
1. Duties, fine & 1,65,20,069/- Upto March-03 Central Excise Tribunal
Penalty of (CEGAT) Mumbai
ix) The accumulated losses of the company at the end of the financial year are more than 50% of it’s net worth.
The company has incurred cash losses during the year covered by this report and the financial year
immediately preceding the year covered by this report.
x) The Company has defaulted in repayment of dues to the following Bank/ Financial institutions the details
2013-2014
20
of which are given below.
S/N Lender Amount
(Rs. In lacs )
a) Canara Bank 204.56*
b) GSFC 735.38
(* Excluding interest payable as not acknowledged by bank due to account classified as NPA)
xi) The Company has not granted Loans and Advances on the basis of security by way of pledge of
shares, debenture and other securities.
xii) In our opinion, the company is not a chit fund or nidhi/mutual benefit/society. Therefore, the provisions of
clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.
xiii) In our opinion, the company is not dealing with or trading in shares, securities debentures and other
investments. Accordingly the provisions of the clause 4(xiv) of the Companies (Auditors Report) order 2003
are not applicable to the company.
xiv) According to the information and explanations provided to us, the Company has not given any guarantee for
loan taken by others from bank or financial institutions.
xv) As Per the records of the Company and according to the information and explanations provided to us, the Company has not taken any term loans during the year except in earlier years which were used for the purpose for which it was obtained.
xvi) According to the information and explanations given to us and on an overall examination of the balance
sheet of the company we report that the funds raised in earlier years against working capital is being
wiped out against the accumulated losses.
xvii) According to the explanations given to us, the company has not made any preferential allotment of shares
during the year to parties and companies covered under section 301 of the Act.
xviii) According to the information and explanations given to us, the company has not issued any debentures
secured or unsecured.
xix) The Company has not raised any money through public issue during the year.
xx) According to the information and explanations given to us, no fraud on or by the company has been noticed
or reported during the course of our audit.
for JAIN & KOTHARI
Chartered Accountants
F.R.No. 103870W
Place : Mumbai (B.L.JAIN)
Date : 14/07/2014 Partner
M. No.15568
21
Balance Sheet as at 31st March 2014
Particulars Note Amount (In ‘) Amount (In ‘)
Ref As at 31st March’ 2014 As at 31st March’ 2013
I EQUITY & LIABILITIES
1 Shareholders’ Funds
(a) Share Capital 1 35,000,000 35,000,000
(b) Reserves & Surplus 2 (84,761,000) (84,051,056)
(49,761,000) (49,051,056)
2 Non-Current Liabilities
(a) Long-Term Borrowings 3 97,938,382 97,787,358
(b) Other Long Term Liabilities 4 33,384,665 33,265,303
(c) Long Term Provisions 5 283,756 283,756
131,606,803 131,336,417
Total 81,845,802 82,285,360
II ASSETS
1 Non-Current Assets
(a) Fixed Assets 6
Tangible Assets 3,066,823 3,460,608
(b) Non-Current Investments 7 21,100 21,100
(c) Long-Term Loans and Advances 8 2,071,920 2,106,920
(d) Other Non-Current Assets 9 595,338 595,338
2,688,358 2,723,358
2 Current Assets
(a) Inventories 10 5,892,809 5,892,809
(b) Trade Receivables 11 70,182,412 70,182,411
(c) Cash and Bank Balances 12 15,400 26,174
76,090,621 76,101,394
Total 81,845,802 82,285,360
As per our Report of even date attached
For JAIN & KOTHARI MAHENDRA KUMAR BOTHRA
Chartered Accountants CHAIRMAN & MANAGING DIRECTOR
F.R.No.103870W
B.L.JAIN PRADEEP KOTHARI
Partner DIRECTOR
(M. N. 15568)
Place : Mumbai
Date : 14/07/2014
22
Statement of Profit and Loss for the year ended 31st March’ 2014
Particulars Note Ref Amount (In `) Amount (In`)
2013-14 2012-13
A Continuing Operations
Revenue
I Revenue from Operations ( Gross): - -
II Total Revenue - -
III Expenses
Cost of Materials Consumed 13 - -
Changes in Inventories of Finished 14 - -
Goods, Work-in-Progress and
Stock-in-Trade
Finance Cost 15 - -
Depreciation & Amortisation expenses 393,784 473,650
Other Expenses 16 316,160 327,641
Total Expenses 709,944 801,291
IV Profit Before Tax (II - III) (709,944) (801,291)
V Tax Expense
1. Current Tax - -
2. Deferred Tax - -
3. Earlier Year’s Tax - -
- -
VI Profit after Tax (IV - V) (709,944) (801,291)
B Discontinuing Operations
VII Profit / (Loss) from discontinuing operations (before tax)
on ordinary activities attributable to the discontinuing operations - -
VIII Tax on Profit / (Loss) from discontinuing operations
on ordinary activities attributable to the discontinuing operations - -
Total Operations
IX Profit / (Loss) for the year (VI + VII - VIII) (709,944) (801,291)
X Earnings per share : 25
Basic/Diluted:
(a) Continuing Operation
(b) Total Operation -0.20 -0.23
Par Value Per Share ` 10/- each ` 10/- each
As per our Report of even date attached
For JAIN & KOTHARI MAHENDRA KUMAR BOTHRA
Chartered Accountants CHAIRMAN & MANAGING DIRECTOR
F.R.No.103870W
B.L.JAIN PRADEEP KOTHARI
Partner DIRECTOR
(M. N. 15568)
Place : Mumbai
Date : 14/07/2014
23
2013-2014
B) OTHER EXPLANATORY NOTES
1 SHARE CAPITAL As at 31-Mar-14 As at 31-Mar-13
Number Amount (In `) Number Amount (In `)
Face Value ` 10/- each `. 10/- each
Class of Shares Equity Shares (Fully paid) Equity Shares (Fully paid)
Authorised Capital 3,500,000 35,000,000 3,500,000 35,000,000
Issued, Subscribed & Paid up Capital:
Issued & Subscribed 3,500,000 35,000,000 3,500,000 35,000,000
Paid up - - - -
Total 3,500,000 35,000,000 3,500,000 35,000,000
Reconciliation of number of shares
Particulars No. of shares Amount (In`) No. of shares Amount (In`)
Shares outstanding at the beginning of the year 3,500,000 35,000,000 3,500,000 35,000,000
Shares Issued during the year - - - -
Shares outstanding at the end of the year 3,500,000 35,000,000 3,500,000 35,000,000
Details of Shareholding in excess of 5% As at 31-Mar-14 As at 31-Mar-13
Name of Shareholder Number of Number of
Percentage Percentage
Bothra Exports Pvt Ltd 400,000 11.43 400,000 11.43
Anoopchand Bothra 201,400 5.75 201,400 5.75
2 RESERVES & SURPLUS As at 31-Mar-14 As at 31-Mar-13
Particulars Amount (In `) Amount (In `) Amount (In `) Amount (In `)
a) Capital Reserve
Opening Balance 283,500 283,500
Add : Current Year Transfer - -
Closing Balance 283,500 283,500
( On forfeiture of shares )
b) Surplus in Statement of Profit & Loss
Balance as per last Balance Sheet (84,334,555) (83,533,265)
Add : Net Loss for the year (709,944) (801,291)
Less : Transfered to General Reserve - -
Balance as at year end (85,044,500) (84,334,555)
Total (a+b) (84,761,000) (84,051,056)
3 LONG-TERM BORROWINGS Non-Current Portion Current Maturities
As at 31-Mar-14 As at 31-Mar-13 As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In `) Amount (In `) Amount (In `)
a) Secured Loans:
1 From Canara Bank
I) Overdraft against Book Debts 10,000,000 10,000,000 - -
(Against hypothecation of Book debts of
Repol Commodities & Collateral secured & guarantee given by Directors)
As at 31-Mar-14 As at 31-Mar-13
shares held shares held
24
ii) Cash Credit 10,456,154 10,456,154 - -
(Against Hypothecation of stock of raw materials,
finished goods & semi-finished goods of Electronic
Calculators & Electrical Items and book debts and
also collaterally secured by hypothecation of plant
& machinery, EMT of gala number 44 & 45 at Pragati
Industrial Estate Silvassa(& residential bunglow of
relatives of Directors in previous year) & land at
Daman belonging to a group Company of a debtor and
Corporate Guarantee by it and guarantee by Directors )
2 Gujart State Financial Corporation : 73,538,115 73,538,115 - -
Term Loan
(Against hypothecation of Land & Building,Plant
& Machinery, & other assets situated at Gala
No. 23,25,27 & 28 at Amli Industrial Estate-Silvassa
& personal guarantee of Directors )
b) Unsecured Loans:
From Director 3,033,744 2,954,756 - -
From Relative of Director 910,368 838,333 - -
PER BALANCE SHEET 97,938,382 97,787,358 - -
4 OTHER LONG TERM LIABILITIES
a) Trade Payables
- Others 8,627,160 8,492,297
b) Advance from Customers 2,053,872 2,053,872
c) Duties & Taxes Payable 444,792 444,792
d) Others Outstanding Liabilities 22,258,841 22,274,341
Total 33,384,665 33,265,302
The Company has obtained details from creditors who are registered under the Micro,Small & Medium
Enterprises Development Act,2006. To the extent that the Company has received information it has evaluated that
there are no amount due to the creditors who are registered under the said act beyond the period of 45 days. This
has been relied upon by the auditors.
5 PROVISION Long Term Short Term
As at 31-Mar-14 As at 31-Mar-13 As at 31-Mar-14 As at 31-Mar-13
Provision for Gratuity 47,596 47,596 - -
Others
Provision for Taxation (Net of Prepaid Taxes) 236,160 236,160 - -
Total 283,756 283,756 - -
25
2013-2014
FIXED ASSETS Tangible AsstsLand : Factory Furniture & Plant & Dies, Moulds Other Computer Vehicles Total
Freehold Building Fix tures Mach. &Tools Equip.
CostAs at 1st April, 2012 457,048 8,741,537 1,686,128 6,493,558 26,687,021 1,389,243 1,115,258 443,672 47,013,465
Additions - - - - - - - - -
Disposals/Adjustments - - - - - - - - -
As at 31st March, 2013 457,048 8,741,537 1,686,128 6,493,558 26,687,021 1,389,243 1,115,258 443,672 47,013,465
Additions - - - - - - - - -
Disposals/Adjustments - - - - - - - - -
As at 31st March, 2014 457,048 8,741,537 1,686,128 6,493,558 26,687,021 1,389,243 1,115,258 443,672 47,013,465
Depreciation, Land : Factory Furniture & Plant & Dies, Moulds Other Computer Vehicles Total
Amor tisation & Freehold Building Fix tures Mach. &Tools Equip. Impairment
Rate of Depreciation 13.91% 10.00% 18.10% 13.91% 30.00% 13.91% 40.00% 25.89%
As at 1st April, 2012 - 6,516,253 1,603,264 5,969,420 26,237,520 1,202,083 1,113,895 436,772 43,079,207
Charge for the year - 222,528 14,998 72,908 134,850 26,034 545 1,786 473,650
Disposals/Adjustments - - - - - - - - -
As at 31st March, 2013 - 6,738,781 1,618,262 6,042,328 26,372,370 1,228,117 1,114,440 438,558 43,552,857
Charges for the year - 200,276 12,284 62,766 94,395 22,413 327 1,324 393,784
Disposals/Adjustments - - - - - - - - -
As at 31st March, 2014 - 6,939,057 1,630,546 6,105,094 26,466,766 1,250,530 1,114,767 439,882 43,946,642
Net Block
As at 31st March, 2013 457,048 2,002,756 67,866 451,230 314,651 161,126 818 5,114 3,460,608
As at 31st March, 2014 457,048 1,802,480 55,582 388,464 220,255 138,713 491 3,790 3,066,823
Note:
Manufutring unit at Silvassa is under control of company’s banker Canara Bank and as such no physical verification of assets was carried out by the management.
7 INVESTMENTS Long Term Short Term
As at 31-Mar-14 As at 31-Mar-13 As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In ) Amount (In`)
I. UNQUOTED :
Fully Paid-Up:
(i) 7510 Equity shares of Rs.10/- each of
Twenty First Century Packaging Industries Ltd.* 75,100 75,100 - -
(ii) 400 Shares of Rs.25/- each of Shamrao Vithal 10,000 10,000 - -
Co-op. Bank
(iii) 500 Shares of Rs.10/- each of New India Co-op.Bank l td. 5,000 5,000 - -
(iv) 40 shares of Rs.25/- each of Punjab & Maharashtra Co-op Bank l td. 1,000 1,000 - -
` Amount (In`)
6 FIXED ASSETS :
Tangible Assets 3,066,823 3,460,608
26
(v) 500 Shares of Rs.10/- each of Sangli Urban Co-op.Bank ltd. 5,000 5,000 - -
(vi) 40 shares of Rs.25/- each of The City Co-op Bank ltd. 100 100 - -
96,200 96,200 - -
*Less:- Provisions 75,100 75,100 - -
21,100 21,100 - -
8 LOANS & ADVANCES Long Term Short Term
As at 31-Mar-14 As at 31-Mar-13 As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In ) Amount (In ) Amount (In )
Loans & Advances given :
Advances recoverable in cash or kind or for value to be received : 1,247,069 1,267,069 - -
Deposits 824,851 839,851 - -
PER BALANCE SHEET 2,071,920 2,106,920 - -
9 OTHER ASSETS Non Current Current
As at 31-Mar-14 As at 31-Mar-13 As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In `) Amount (In`) Amount (In `)
Interest Receivable GSFC 195,338 195,338 - -
Commissioner of Central Excise & Customs 400,000 400,000 - -
PER BALANCE SHEET 595,338 595,338 - -
10 INVENTORIES As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In `) Amount (In `) Amount (In `)
Raw Materials: - In hand 4,183,278 4,183,278
Finished Goods 1,709,531 1,709,531
PER BALANCE SHEET 5,892,809 5,892,809
Valuation methodology
Raw Materials : At cost
Finished Goods : At cost or net realisable value which ever is lower.
All the inventories are lying at
manufacturing unit of company
at Silvassa and under control of
Canara Bank, as such phisical
verification and valueation of
inventories has not been carried out.
11 TRADE RECEIVABLES
Unsecured, considered doutful
Outstanding for more than six months 70,182,412 70,182,411
Other Debts - -
PER BALANCE SHEET 70,182,412 70,182,411
12 CASH AND BANK BALANCES As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In `)
Cash & Cash Equivalents
a) Cash Balances 5,400 14,052
b) Balance with banks
In Current A/c - 2,122
In Fixed Deposit A/c 10,000 10,000
PER BALANCE SHEET 15,400 26,174
` ` `
27
2013-2014
13 COST OF MATERIALS CONSUMED
Raw Materials Consumed
Opening Stock 4,183,278 4,183,278
Add : Purchases ( Net of Discount ) - -
Less : Closing Stock 4,183,278 - 4,183,278 -
14 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS & STOCK-IN-TRADE
Inventory Adjustments - FG
Stock at Commencement 1,709,531 1,709,531
Less : Stock at Closing 1,709,531 - 1,709,531 -
PER STATEMENT OF PROFIT & LOSS - -
15 FINANCE COST
Other Interest - -
PER STATEMENT OF PROFIT & LOSS - -
16 OTHER EXPENSES As at 31-Mar-14 As at 31-Mar-13
Amount (In `) Amount (In `)
Rent,Rates & Taxes 46,651 127,101
Printing & stationary 25,000 28,323
Listing Fees 33,976 34,128
Postage & Telephone 32,152 31,658
Remuneration to Auditors:
-Audit fees 14,038 14,038
-for other services 14,037 28,075 14,037 28,075
Bank charges 2,122 2,403
Professional & Contract services 146,684 74,953
ROC Charges 1,500 1,000
PER STATEMENT OF PROFIT & LOSS 316,160 327,641
17 CONTINGENT LIABILTIES NOT PROVIDED IN RESPECT OF
As at 31-Mar-14 As at 31-Mar-13
(Rs. In Lacs) (Rs. In Lacs)
a) Bills of exchange discounted and not matured 90.30 90.30
Since realised NIL NIL
b) Demand of Central Excise And Custom * 165.02 165.02
* In View of closure of the unit II of Silvassa & non fulfillment of
expor t obligations the Commissioner of Central Excise & Customs has raised a
demand amounting to Rs. 1,65,20,069/- vide their order dt. 18.10.2004
towards various duties, fine & penalty. The company has filed an
appeal against above order before the Central Excise Tribunal (CEGAT), which is still pending.
18 The Accounts of the company are prepared on going concern basis despite the fact that i t has not carried out any manufacturing or trading activi ties since last few years and has incurred substantial cash losses during the year and in earlier years. Company’s manufacturing unit at Silvassa alongwith other assets such as fixed assets, inventories etc. are under control of i t’s banker Canara Bank in view of the loans taken from bank and GSFC which have been classified as NPA due to non payment of outstanding dues. Canara Bank has issued notice to company & guarantors
28
under the securi tization Act, one of the guarantor has appealed the said notice with DRT. The legal mat ter with bank is still not set tled and is under progress.
19 No provision has been made in the accounts for the interest liabil ty on various loans from Canara Bank & GSFC since the year 2004, as the Loan account have been classified as NPA by the company’s bankers Canara Bank and GSFC and accordingly stopped charging interest. As such the the interest liabities amounting to Rs. 199.64 Lacs App. On Outstanding Liabili ties ( Previous Year Rs. 199.64 Lacs) and cummulative since the year 2004 of Rs. 1620 Lacs App.(previous Year Rs.1421Lacs)have not been provided in the books of accounts.
In view of above the current year’s loss is understated by Rs. 199.64 Lacs and the total cummulative Loss ( negative reserve) is understated by
Rs. 1620 Lacs.
20 No provision has been made for doubt ful debts of Rs. 70,182,411/-
21 No provision has been made for interest/penalty for contravention of cer tain fiscal statues/rules.
22 During the year no business activi ties have been carried out by the Company. As such, there is no repor table segment under Accounting Standard-AS 17 on ‘Segment Repor ting’.
23 Since the company has not taken any step to disposed of f assets on account of reasons stated in Note No 19, the repor ting under Accounting Standard AS-24 ‘Discontinuing Operations’ is not applicable to the company.
24 Disclosure as required by Accounting Standard – AS 18 “Related Par ties”, issued by the Insti tute of Char tered Accountants of India. Relationship
A Director
Shri Mahendrakumar Bothra
Shri Dharmendra Sharma
Pradeep Kothari
Shri Suresh Iyer
B Other related parties
Smt.Pushpa Devi Bothra
Shri Manakchand Bothra
Transactions with related parties Opening Bal. Accepted Repaid Closing
during Year during Year Bal.
Pushpa Bothra 7.79 - - 7.79
Manakchand Bothra 0.59 0.72 - 1.31
M.K.Bothra 29.55 0.79 - 30.34
25 Disclosure as required by Accounting Standard – AS 20 “Earning Per Share”, issued by the Institute of Chartered Accountants of India
The Company has not issued any potential diluted equity share and therefore the Basic and Diluted earning per Share will be the same. The earning per share is calculated by dividing the profi t af ter ta x by weighted average number of shares outstanding.
2013-14 2012-13________
Amount (In`) Amount (In ) Amount (In ) Amount (In )
Profi t af ter ta x (709,944) (801,291)
Equity Shares Outstanding (Nos)
-Opening 3,500,000 3,500,000
-Purchase during the year - -
-Closing 3,500,000 - 3,500,000 - Weighted Average number of shares
considered for earning per share.
-Basic/ Diluted 3,500,000 3,500,000
Nominal value of equity share (Rs.) `10/- each `10/- each
Earnings per share (Rs.)
– Basic/ Diluted -0.20 - 0.23
` ` `
29
2013-2014
26 As per Accounting standard –22 “ Accounting for ta xes on Income “ issued by ICAI, the company considering the present financial position and requirement of accounting standard regarding cer tainty/vir tual cer tainty the Company has not recognised the deferred taxes Assets on account of brought forward/current year losses and depreciation dif ferences.
27 In the opinion of the Board of Directors, all the assets other than fixed assets and non current investments have value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.
28 The Company has pledged FDR of Rs.10000/- with i ts bankers against bank guarantees given to Sales tax authori ties.
29 Balances of Loans,Advances,Sundry Debtors,Sundry Creditors are subject to confirmation and reconciliation,if any.
30 Previous years figures have been regrouped and rearranged wherever necessary.
31 The Balance Sheet, Statement of Profi t & Loss,Statement of significant accounting policy and other explanatory notes form an integral par t of the financial statements of the company for the year ended on 31st March, 2014.
As per our Repor t of even date at tached MAHENDRA KUMAR BOTHRA
For JAIN & KOTHARI CHAIRMAN & MANAGING DIRECTOR
Char tered Accountants
F.R.No.103870W PRADEEP KOTHARI
DIRECTOR
B.L.JAIN
Par tner
(M. N. 15568)
Place : Mumbai
Date : 14/07/2014
30
Cash Flow Statement Annexed to the Balance Sheet for the year ended 31st March 2014
(In Lacs) (In Lacs)
AMOUNT AMOUNT
2013-14 2012-13
A. Cash Flow from Operating Activities
NET PROFIT/(LOSS) BEFORE TAX (7.10) (8.01)
Extraordinary items
Loss/(Profit) on Sale of Fixed Assets 0.00 0.00
Loss on Sale of Investments 0.00 0.00
Diminution in value of investment 0.00 0.00
Deferred Revenue Expenses written Off 0.00 0.00 0.00 0.00
Net Profit/(Loss) Before Tax and Extra Ordinary Items (7.10) (8.01)
ADJUSTMENTS FOR :
Depreciation 3.94 4.74
Effect of Exchange Rate 0.00 0.00
Interest Paid 0.00 0.00
Interest Received 0.00 3.94 0.00 4.74
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (3.16) (3.27)
ADJUSTMENTS FOR
Taxation for eariler year Interest 0.00 0.00
Trade and Other Receivables 0.35 (0.10)
Inventories 0.00 0.00
Trade Payables 1.19 1.54 1.07 0.97
(1.62) (2.30)
Interest Paid 0.00 0.00
NET CASH FROM OPERATING ACTIVITIES (1.62) (2.30)
B] CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets 0.00 0.00
Sale of Fixed Assets 0.00 0.00
Sale of Investments 0.00 0.00
Purchase of Investments 0.00 0.00
Software Purchase 0.00 0.00
Interest Received 0.00 0.00 0.00 0.00
NET CASH USED IN INVESTING ACTVITIES 0.00 0.00
C] CASH FLOW FROM FINANCING ACTIVITIES
Income Tax Refund Recd. 0.00 0.00
Proceeds from Long Term Loan 1.51 1.96
Effect of Exchange Rate 0.00 1.51 0.00
NET CASH USED IN FINANCING ACTIVITIES 1.51 1.96
NET INCREASE / (DECEREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (0.11) (0.34)
OPENING BALANCE CASH AND CASH EQUIVALENTS 0.26 0.60
CLOSING BALANCE OF CASH AND CASH EQUIVALENTS 0.15 0.26
As per our attached Report of even date
For Jain & Kothari
Chartered Accountants
Firm Reg. No. 103870W MAHENDRA KUMAR BOTHRA
(B.L.Jain) CHAIRMAN & MANAGING DIRECTOR
Partner
M.No. 15568
Place : Mumbai
PRADEEP KOTHARI
DIRECTOR
Date : 14/07/201431
2013-2014
Dear Members
Subject : Registration of email Id for the communication through electronic mode.
The new companies Act, 2013 has been notified w.e.f. 1st April, 2014, if inter alia, allows the Company, to communicate with its Members through electronic mode like email. As per the provisions of the said Act, the Company can now opt to send the notices of the General Meetings and Postal Ballot through the electronic mode. The members may also exercise their right to vote of any General Meeting and an Postal Ballot by electronic means i.e., through e-voting.
The communication between the members and the Company through the electronic mode will help to reduce paper consumption and will help in saving the natural resources, which indirectly help you to contribute towards saving environment.
Thus, in view of the above we request you to register your email Id's with the Company, for the purpose of receiving the future communication from the Company through electronic mode.
We also draw your attention to the Section (88)(1) a the Companies Act, 2013 and rule 3 (i) of the Information pursuant to section 88(1)(a) of the Companies Act, 2013 and Rule 3(1) of the Companies (Management and Administration) Rules, 2014. To enable us to update your details we request to enable you to return /provide the information as per format given overleaf.
We also request you to register your ECS mandate to enable the company to the disburse the dividends through NECS/NEFT/to avoid misplacement of physical warrant, quick credit to your account and also save your time in depositing the cheque in your bank account. This will also help you to participate in e-voting at your convenience.
Shareholders holding shares in demat segment are requested to update their details in their demat account. Thanking You
Yours faithfully
For
Sd/-
Company Secretary
Place : MumbaiDate :
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2013-2014
Date: TOPROCAL ELECTRONICS INDIA LIMITEDRegistered Office: 201, Shyam Baba House CHS Ltd., Upper Govind Nagar, Malad (E), Mumbai – 400 097.
Dear Sir,
With reference to section 88(i) of the Companies Act, we give the following information.
Name
Folio No.
Contact No. Res.: Mob:
Email Id
CIN Registration No.(in case of companies)
Date of Birth
Pan No.
Nationality
Bank Name
Branch Name
Account Number
MICR Number
RTGS/NEFT/FSC Code(attach cancelled cheque)
Thanking You
Yours faithfully
Name of the shareholder
Signature
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2013-2014
PROCAL ELECTRONICS INDIA LIMITED
Regd. Office: 201, Shyam Baba House CHS Ltd., Upper Govind Nagar, Malad (E), Mumbai – 400 097.
ATTENDANCE SLIP
Shareholder attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand over it at the entrance of the meeting hall.
I hereby record my presence at the Twenty Second Annual General Meeting of the Company at its Registered Office at 201, Shyam Baba House, CHS Ltd., Upper Govind Nagar, Malad (E), Mumbai – 400 097 on Tuesday, 30th September 2014 at 11.30 a.m. or at any adjournment there of.
for me/us on my/our behalf at the Twenty Second Annual General Meeting of the Company to be held on 30th September 2014.
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