Procal Electronics India Ltd

To,

The Members,

Procal Electronics India Limited

Your Directors have pleasure in presenting their 31st Directors Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2024.

1. Financial summary or highlights/Performance of the Company

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

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 changed any nature of business.

4. Dividend

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

5. Reserves & Surplus

Your company had transferred the losses amounting to Rs. (5,15,932)/- to reserves and surplus 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 authorized capital nor made any allotment during the 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

The company has not change the Directors and key Managerial Personnel during the year.

The Board is constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

9. Corporate Governance and Management discussion and analysis'

Corporate Governance not applicable to the company as per Regulation 15(2)(a) of SEBI LODR, 2015, as per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the company's size and type (as per the Regulations and rules the Corporate Governance is 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 4 meetings of the Audit Committee during the Financial Year 2023-24.

Committee Constitution is as follows:

During the year, 4 (Four) Audit Committee meetings were dated 30/05/2023, 14/08/2023,10/11/2023 and 13/02/2024 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, Senior Management 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 and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

13. Nomination & Remuneration Committee

There were 2 meetings of the Nomination & Remuneration Committee during the Financial Year 2023-24. Committee Constitution is as follows:

During the year, 2 (Two) Nomination & Remuneration Committee meetings were held dated 14/08/2023 and 10/11/2023 properly convened & held.

14. Stakeholders' Relationship Committee

There was 1 meeting of the Stakeholder's Relationship Committee during the Financial Year 2023-24. Committee Constitution is as follows:

During the year, 1 (Four) Stakeholder's Relationship Committee meetings was held dated, 13/02/2024 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 company during the year under review.

16. Meetings

A notice of Meeting is prepared and circulated in advance to the Directors. During the year 5 Board Meetings were held.

During the year, 4 (Five) Board Meetings were held dated 30/05/2023, 14/08/2023, 10/11/2023, 13/02/2024 properly convened & held.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance 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 independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 are taken by the company.

Independent Directors' Meeting

During the year under review, the Independent Directors met on 14/02/2024, inter alia, to discuss:

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

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

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform 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 company entered into any joint venture during the year under review.

20. Auditors:

M/s. PAMS and Associates. (FRN: 316079E) as a Statutory Auditor of the company has audited the financials of the company for the financial year 2023-24.

21. Auditors' Report

The Auditor's Report is self-explanatory with all the disclosures wherever required. TheDirectors here need not require any clarifications as the company is not in operations since last few years, except pending statutory dues, there are no further penalties except that of due to few delays and non fulfilment of statutory SEBI requirement as unavailability 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 applicable provisions of the Companies Act, 2013, Cost Audit is not applicable to the Company during the year under review.

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company for the year 2023-2024. The report of the Secretarial Auditors is enclosed as Annexure"B" to this report.

The Auditor has made qualifications and marked adversely in their report the Directors comment on qualifications and remarks as follows:

(a) As the company is a Listed Company on BSE Ltd. however the present status of the Company on BSE Ltd. is suspended due to non-compliances, and the company has also not paid the Annual Listing fees to the BSE Ltd. and this is the non-compliance of Regulation 14 of SEBI (LODR) Regulations, 2015.

The Directors comment on qualifications and remarks in non- payment of annual listing fees, due to in-operative business and continuous losses in the company therefore company was unable to make payment of annual listing fees.

(b) The website of the Company is not functional.

The Directors comment on qualifications and remarks in Non-functional of website, inoperative business and continuous losses in the company, it was not possible to maintain functional website.

(c) The Company has not appointed the Whole time Company Secretary cum Compliance officer and Chief Financial Officer (CFO) in non-compliance of Section 203 of Companies Act, 2013 and Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Directors comment on qualifications and remarks in non-appointment of company secretary and CFO, due to in-operative business and continuous losses in the company; it was unable to appoint Company Secretary and CFO in the company.

(d) The Company has not file form INC-22A as per Companies Act, 2013 and status of company is Active Non-Compliant on the MCA website.

The Directors comment on qualifications and remarks in non filling of Form INC-22A And MGT-14, due to there was no Company Secretary and proper staff in the Company. For this reason, the Company is marked as Active Non- Compliant on the MCA Portal as the Form INC-22A and MGT-14 could not be filed by the company.

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

24. Internal Audit & Controls

Due to in-operative business and continuous losses in the company, the management was unable to appoint internal auditors during the year. However, the management assures that the 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, 2013, a VigilMechanism for directors and employees to report genuine concerns has been established.

26. Constitution of Committee - Sexual Harassment

The provisions of Prevention, Prohibition and Redressal act, 2013 relating to constitution 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 the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure "C".

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

No such changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

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

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 andthe Foreign 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 or tribunals impacting the going concern status and company's operations in future

No such orders were passed against the company by any regulators, courts and/or tribunals impacting the going concern status and company's operations in future during the year under review, except amount of Rs. 2,36,160/- is not paid to Income Tax Authorities, Central Excise Tribunal, Mumbai levied a penalty of Rs. 1,65,20,069 which is still unpaid and the company has defaulted in payment of dues amounting of Rs. 4,45,60,127 to Canara Bank and Rs. 7,35,38,115 to Gujarat State Financial Corporation and penalties by SEBI for non-compliance of Reg 6(1) of SEBI LODR for non-appointment of a Company Secretary as a compliance officer in the company and various non-compliances under SEBI LODR, 2015 during the 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:

Details of Investments: -

Details of Guarantee / Security Provided:

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has no one-time settlement of Loans taken from Banks and Financial Institutions.

34. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Company's progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.