AGM Details

The 34th Annual General Meeting is scheduled to be held on Tuesday, 29th September 2026 at 03:00 PM through video conferencing/other audio-visual means.

Ordinary Business

Item 1: To receive, consider and adopt the audited Balance Sheet as at 31st March, 2026 and the Profit and Loss Account for the year ended on that date with the Directors' and Auditors' Reports.

Special Business

Item 2: Re-appointment of M/s SSRV & Associates, Chartered Accountants (FRN 135901W) as Statutory Auditors from the conclusion of the 34th AGM till the conclusion of the 38th AGM.

Financial Performance Highlights (FY 2025-26)

  • Gross Income: ₹0 (Previous Year: ₹0)
  • Net Profit After Tax: Loss of ₹4.12 lakh (Previous Year: Loss of ₹5.45 lakh)
  • Reserves & Surplus: Loss of ₹4.12 lakh transferred to reserves and surplus
  • Net Worth: Fully eroded due to continuous losses
  • Share Capital: Unchanged at ₹350 lakh (35,00,000 equity shares of ₹10 each)

Operational Status

The company did not carry out any manufacturing or trading activities during the year under review and has been inactive for several years.

Directors and Key Managerial Personnel

Board Composition:

  • Shri Mahendra Kumar Bothra - Chairman & Managing Director (DIN: 01103297)
  • Ms. Renu Bothra - Woman Director (DIN: 01986653)
  • Shri Dharmendra Sharma - Independent Director (DIN: 01722164)
  • Shri Pradeep Kothari - Independent Director (DIN: 01963758)

No changes in directors or KMPs during the year. The company has not appointed a Whole-time Company Secretary or CFO, which is a non-compliance.

Asset Status and Bank Proceedings

The company's manufacturing unit at Silvassa along with movable assets, immovable assets and inventories were under the possession/control of Canara Bank due to credit facilities classified as Non-Performing Assets (NPA).

During the year, Canara Bank sold these assets through e-auction for approximately ₹49.07 lakh, which was adjusted against outstanding bank dues. The management allocated 76% of sale consideration to inventories and 24% to fixed assets.

Audit Committee

4 meetings held during FY25-26 on: 30/05/2025, 14/08/2025, 14/11/2025, and 14/02/2026.

Statutory Auditors

M/s. SSRV & Associates, Chartered Accountants (FRN: 135901W) issued an ADVERSE OPINION with following key issues:

Basis for Adverse Opinion:

1. Going Concern: Net worth fully eroded, continuous losses, no business operations, current liabilities exceed current assets

2. Inventory: Unable to verify existence, valuation and accounting treatment of inventory seized by Canara Bank

3. Property, Plant & Equipment: Unable to verify accounting treatment of assets seized and sold by Canara Bank

4. Balance Confirmations: No confirmations obtained for trade receivables, trade payables, loans, advances and other balances

5. Bank Accounts: Company bank accounts inoperative, expenses paid through directors' personal accounts

Secretarial Audit

M/s. Abhilasha Chaudhary & Associates, Company Secretaries issued a qualified report highlighting:

  • Non-payment of annual listing fees to BSE Ltd. (violation of Regulation 14 of SEBI LODR)
  • Non-appointment of Whole-time Company Secretary and CFO (violation of Section 203 of Companies Act, 2013 and Regulation 6(1) of SEBI LODR)
  • Non-filing of Form INC-22A, resulting in "Active Non-Compliant" status on MCA portal

Internal Financial Controls

Auditors reported material weaknesses in internal financial controls over:

  • Inventory maintenance and verification
  • Property, Plant and Equipment identification and safeguarding
  • Banking transactions and approvals
  • Balance confirmations and reconciliations

Contingent Liabilities

1. Central Excise & Customs demand of ₹165.20 lakh disputed in appeal before CESTAT

2. Bills of Exchange discounted and not matured: ₹106.87 lakh

Regulatory Non-Compliances

  • BSE trading suspension due to non-payment of listing fees
  • Active Non-Compliant status on MCA portal
  • Non-appointment of mandatory Key Managerial Personnel
  • Outstanding statutory dues including Central Excise Duty (₹4.44 lakh), Income Tax (₹2.36 lakh), BSE Listing Fees (₹25.50 lakh)

Shareholding Pattern (as on 31st March 2026)

  • Total Shareholders: 4,306
  • Promoter Holding: Not specified in document
  • Public Holding: 100% of ₹350 lakh paid-up capital
  • Dematerialized Shares: Mandatory as per SEBI guidelines

Other Key Information

  • Bankers: Canara Bank
  • Share Transfer Agent: Satellite Corporate Services Pvt Ltd, Mumbai

#Tags: #ProcalElectronics #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #AdverseAudit #BSEListing #Negative