Procal Electronics India Limited is an Indian listed entity currently undergoing severe financial restructuring and operational distress. While historically positioned within the **Trading Industry** with a focus on technical consumer goods, the company is presently non-operational and grappling with significant insolvency challenges, regulatory suspensions, and debt recovery actions. --- ### **1. Core Business Identity & Historical Product Portfolio** The company’s business model is built on over **30 years** of management experience in the procurement and distribution of electronic and electrical goods. * **Primary Product Focus:** Historically, the company specialized in **Electronic Calculators** and various **Electrical Items**. * **Operational Infrastructure:** The company’s physical footprint is centered in **Silvassa**, consisting of manufacturing and storage facilities: * **Primary Units:** Gala No. **44 & 45**, Pragati Industrial Estate, Silvassa. * **Secondary Units:** Gala No. **23, 25, 27 & 28**, Amli Industrial Estate, Silvassa. * **Current Status:** All manufacturing and trading activities have ceased. The facilities, including **Plant & Machinery** and inventory (raw materials, semi-finished, and finished goods), are currently under the physical possession of secured creditors. --- ### **2. Financial Performance & Capital Erosion** The company is in a state of total financial insolvency. The capital base has been **completely eroded** due to persistent losses and a lack of revenue-generating activities. **Comparative Financial Summary** | Particulars (INR) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :--- | :--- | :--- | | **Gross Income** | **Nil** | **Nil** | **Nil** | | **Net Profit / (Loss) After Tax** | **(5,45,220)** | **(5,15,932)** | **(5,40,020)** | | **Earnings Per Share (EPS)** | **Negative** | **Negative** | **Negative** | | **Paid-up Equity Capital** | **3,50,00,000** | **3,50,00,000** | **3,50,00,000** | * **Share Capital Structure:** The capital consists of **35,00,000** equity shares with a par value of **Rs. 10** each. There have been **no issuances** of **Sweat Equity**, **Bonus Shares**, or **ESOPs** in recent periods. * **Audit Qualification:** Statutory auditors have issued an **Adverse Opinion**, stating the financial statements do not provide a true and fair view. The company is not considered a **Going Concern**. --- ### **3. Debt Obligations & Asset Liquidation Status** The company’s primary financial distress stems from long-standing defaults on loans from **Canara Bank** and **GSFC**, which have been classified as **Non-Performing Assets (NPA)** since **2004**. * **Unrecorded Liabilities:** The company has failed to provide for interest on these loans for two decades. As of March 31, 2025, the annual loss is understated by **Rs. 542.51 Lacs**, and cumulative negative reserves are understated by approximately **Rs. 3,616.71 Lacs**. * **SARFAESI Act Actions:** Total outstanding liabilities were reported at **₹64.64 Crores** as of January 2023. * **Asset Sales:** Canara Bank successfully liquidated **Unit No. 44 & 45** via E-Auction in May 2023 for **₹49.06 Lacs**. * **Recovery Efforts:** Management has proposed a **One-Time Settlement (OTS)** to Canara Bank. Simultaneously, a guarantor has challenged recovery notices at the **Debt Recovery Tribunal (DRT)**. --- ### **4. Governance Structure & Lean Management Model** The company operates with a lean management structure designed to minimize administrative costs during its non-operational phase. **Board of Directors & Key Personnel** | Name | Designation | Ownership / Status | | :--- | :--- | :--- | | **Mahendrakumar Bothra** | Managing Director | Holds **1,01,100 shares (2.89%)** | | **Renu Bothra** | Women Director | Board Member | | **Pradeep Kothari** | Independent Director | Chairman of Audit Committee | | **Dharmendra Sharma** | Independent Director | Audit Committee Member | * **Zero-Remuneration Leadership:** In a unique cost-saving measure, the Managing Director serves **without any remuneration** or sitting fees. * **Leadership Continuity:** Mr. Bothra was re-appointed in **September 2023** for a **5-year term** (ending 2028) and is **not liable to retire by rotation**. * **Audit Oversight:** Despite the lack of operations, the Audit Committee held **4 meetings** in **FY 2024-25**. The company has appointed **Abhilasha Chaudhary & Associates** for a **5-year** secretarial audit term (FY 2026–2030). --- ### **5. Critical Risks & Regulatory Non-Compliance** The company faces severe statutory and operational hurdles that threaten its legal standing and future viability. * **BSE Suspension:** Trading of shares is **Suspended** due to non-compliance with listing agreements and non-payment of Annual Listing Fees. * **Statutory Defaults:** * Outstanding **Income Tax (₹2.36 Lacs)** and **Central Excise Duty (₹4.44 Lacs)** for over six months. * Disputed customs/excise demand of **₹1.65 Crores**. * **Administrative Anomalies:** The company does not operate its own bank account. **Directors pay statutory liabilities** from personal funds, which are later booked as company liabilities. Most corporate accounts are **restricted** due to KYC non-compliance. * **Personnel Vacancies:** The company has failed to appoint a **Whole-time Company Secretary**, **Compliance Officer**, or **CFO**. * **MCA Status:** Listed as **"Active Non-Compliant"** for failing to file mandatory forms (**INC-22A** and **MGT-14**). --- ### **6. Strategic Outlook & Recovery Plan** Management’s current strategy is focused on survival and eventual pivot rather than immediate manufacturing revival. * **Business Pivot:** The stated long-term goal is to transition toward a **trading and agency business** model to bypass the need for heavy manufacturing infrastructure. * **Governance Stabilization:** By securing long-term tenures for directors and auditors, management aims to maintain a skeleton framework for regulatory compliance. * **Internal Controls:** Management maintains that internal controls are "commensurate" with the company's current size, though auditors have identified **material weaknesses** and the absence of a formal internal audit system.