Mar 31, 2018
To
The Members
Tumus Electric Corporation Limited
The Companyâs Directors are pleased to present the 45th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2018.
Financial Performance
A summary of the Companyâs financial performance during the financial year:
(in Rs. lakh)
Particulars |
FY 2017-18 |
FY 2016-17 |
Total revenue including other income |
7.20 |
13.52 |
Total Expenditure |
14.29 |
15.69 |
Profit / (Loss) before tax |
(7.09) |
(2.17) |
Tax Expenses |
- |
- |
Profit / (Loss) after tax |
(7.09) |
(2.17) |
EPS Weighted Average |
||
-Basic |
(0.55) |
(0.18) |
-Diluted |
(0.55) |
(0.18) |
Companyâs Performance
The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. During the year your company has incurred loss of Rs. 7.09 lakh compared to Rs. 2.17 lakh in previous year.
Opertaional Review
The Company has been engaged in negotiations to acquire the equity shares of group company Modulex Modular Buildings Private Limited (âModulexâ) by way of issue of fresh equity shares to be swapped with the equity shares of Modulex.
Modulex is setting up Indiaâs first high capacity steel modular buildings factory in Indapur, District Pune. Directors believe that the construction of the factory is estimated to complete in FY18-19 and will have a maximum output capacity of 200,000 sq m per annum scalable to 300,000 sq m enabling a potential revenue of circa Rs 500 - Rs 750 Crores.
Directors intend to change the name of the Company to Modulex Construction Technologies Limited, subject to ROC and BSE approval.
Change in Promoters and Management
Mr. Uttam Bagri, the past promoter of the Company had entered into Share Purchase Agreement (SPA) on 27th September, 2017 with Redribbon Modulex Buildings Limited (âthe Acquirerâ) and the Company , pursuant to which Acquirer made an open offer under SEBI (SAST), 2011.Accordingly, Acquirer had cumulatively acquired 8,86,890 (68.89%) equity shares through SPA and Open Offer.
After the completion of Open Offer in terms of SEBI (SAST), 2011 in February, 2018, Acquirer acquired control of the company and has been designated as the promoter of the Company. The Acquirer approved to appoint its officials on the Board of the Company and at the same time approached the existing Directors to put the resignation letters from the respective position for taking the same on record, and the same was duly complied.
Consequent to above consideration, Mr. Ajay S. Palekar (Managing Director), Mr. Suchit Punnose (Whole Time Director),Mr. Aditya Kanoria (Independent Director), Mr. Sandeep Khurana (Independent Director) and Ms. Rakhee Agarwal (Independent Director), being representatives of the new promoters, were inducted on the Board of the Company on 10th March, 2018. Mr. Navinchandra B. Patel, Mr. Rupesh S. Parde, Mr. Sunjjoy Ingle and Ms. Kamrunissa Khan resigned from the Board on 10th March, 2018.
Material changes and Commitments
There were no material changes or commitments affecting the financial position of the Company, between the end of the financial year, i.e. 31st March, 2018 and the date of the report except for the completion of the activities under the SPA on 5th August, 2018 and Redribbon Modulex Buildings Limited being the new promoter of the Company with effect from this date.
Dividend
Your Directors did not recommend any dividend for the year under review due to losses made by the Company.
Transfer to Reserve
The Company has not transferred any amount to Reserves for the financial year ended 31st March, 2018.
Share Capital
As on 31st March, 2018, the Authorized share capital of the Company is Rs. 2,00,00,000 comprising of 19,50,000 Equity Shares of Rs. 10 each and 50,000 Cumulative Redeemable Preference Shares of Rs.10 each.
Extract of Annual Return
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-I in the prescribed Form MGT- 9, which forms part of this report.
Number of meetings of the Board
Five meetings of the Board were held during the year on 30th May, 2017, 11th August, 2017, 27th October, 2017, 25th January, 2018 and 10th March, 2018.
The provisions of Companies Act, 2013, Secretarial Standard 1 and Listing Regulations were adhered to while considering the time gap between two meetings.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
- In the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
- The Directors have selected such accounting policies and applied them consistently and made judgements 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 2017-18 and of the profit of the Company for that period;
- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- The Directors have prepared the annual accounts on a going concern basis;
- The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;
- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.
Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.
Internal control systems and their adequacy:
Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Company has reappointed M/s. R. Jaitlia & Co., Chartered Accountants as Internal Auditors on 30th May, 2017 to conduct Internal Audit of records and documents of the Company for the financial year 2017-18. The Internal Auditors of the Company check and verify the internal control and monitor them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were on armâs length and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. The Audit Committee has granted omnibus approval for Related Party Transactions stated in Annexure-II as per the provisions and restrictions contained in the Companies Act, 2013.
Declaration of Independence
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
Board evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo
The Company currently has no operations. In view of the same, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However, the Company takes all possible efforts towards energy conservation.
During the period under review, the Company had no Foreign Exchange earnings and outgo.
Risk Management
The Company has adequate internal financial control system in place which operates effectively. According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Hence, no separate risk management policy is formulated.
Statutory Auditors
The Board of Directors of the Company in its meeting held on June 23, 2018 appointed M/s. CNK & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors to fill the casual vacancy caused due to resignation of the existing auditors Bhatter & Company, Chartered Accountants as on May 28, 2018.
The Audit Committee recommended to the Board, appointment of M/s. CNK & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors to audit the accounts of the company for a period of 5 (five) years from 2018-2019 onwards. Company has received a certificate to the effect that their appointment, if made, would be within limits prescribed under the provisions of Companies Act 2013. As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India The approval of the Members is being sought for appointment of M/s. CNK & Associates LLP, Chartered Accountants, as statutory auditors from the conclusion of 45th AGM for a period of 5 (five) years.
There are no qualifications, reservations or adverse remarks made by the statutory auditors in their audit reports on the financial statements for the year ended March 31, 2018.
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the company has appointed M/s. R. Jaitlia & Co., Chartered Accountants as Internal Auditors on 30th May, 2017 to conduct Internal Audit of records and documents of the Company for the financial year ended on 2017-18.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Ms. Sonam Jain, Practicing Company Secretary, as Secretarial Auditor on 30th May, 2017 to conduct Secretarial Audit of records and documents of the Company for the financial year 2017-18.The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines etc. and there is no secretarial audit qualification for the year under review.
The Secretarial Audit Report is included as Annexure - III and forms an integral part of this report. Corporate Governance
Since, the paid up share capital of the Company does not exceed Rs.10 Crore and Net Worth of the Company does not exceed Rs.25 Crore, compliance with Regulations 17 to 27, Regulation 46(2)(b) to 46(2)(i) and para C , D and E of Schedule V, are not applicable to the Company.
Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
Directors and Key Managerial Personnel
Pursuant to completion of open offer and change in control of the Company as per the terms and conditions of the Share Purchase Agreement dated September 27, 2017 between Redribbon Modulex Buildings Limited, Mr. Uttam Bagri and Company, the existing Board of Directors has been changed and new Board of Directors has been constituted on 10th March, 2018. The duly reconstituted Board of Directors of the Company is as follows:
Sr. No. |
Previous Directors |
New Board of Directors |
Date of Appointment and Resignation |
Term of Appointment (in years) |
||
Name of Directors |
Designation |
Name of Directors |
Designation |
|||
1. |
Navinchandra B. Patel |
Managing Director |
Ajay Shridhar Palekar |
Managing Director |
10th March, 2018 |
05 |
2. |
Rupesh S. Parde |
Director and CFO |
Suchit Punnose |
Whole Time Director |
10th March, 2018 |
05 |
3. |
Sunjjoy Vasant Ingle |
Independent Director |
Aditya Vikram Kanoria |
Independent Director |
10th March, 2018 |
05 |
4. |
Kamrunnisa Y. Khan |
Independent Director |
Sandeep Khurana |
Independent Director |
10th March, 2018 |
05 |
5. |
-- |
-- |
Rakhee Amit Agarwal |
Independent Director |
10th March, 2018 |
05 |
Constitution of Committees
i. Consequent to change in Board of Directors of the Company, various Committees were reconstituted as follows:
a. Composition of Audit Committee
Audit Committee of your Company as constituted pursuant to Section 177 of the Companies Act, 2013 composes of the following members:
Name |
Designation |
Mr. Sandeep Khurana, Independent Director |
Chairman |
Mr. Aditya Kanoria, Independent Director |
Member |
Mr. Ajay Palekar, Executive Director |
Member |
b. Composition of Nomination and Remuneration Committee
Name |
Designation |
Mr. Sandeep Khurana, Independent Director |
Chairman |
Mr. Aditya Kanoria, Independent Director |
Member |
Ms. Rakhee Agarwal, Independent Director |
Member |
c. Composition of Stakeholders Relationship Committee
Name |
Designation |
Mr. Aditya Kanoria, Independent Director |
Chairman |
Mr. Ajay Palekar, Executive Director |
Member |
ii. Following new Committee was constituted
a. Composition of Management Committee
Name |
Designation |
Mr. Ajay Palekar, Executive Director |
Chairman |
Mr. Sandeep Khurana, Independent Director |
Member |
Mr. Suchit Punnose, Executive Director |
Member |
Vigil mechanism
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company. Vigil Mechanism Policy to this effect is also uploaded on the website of the Company i.e. www.modulex.in
Particulars of Employees and Remuneration
There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.
Remuneration of the Directors/Key Managerial Personnel (KMP)/Employees
The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:
Sr. No. |
Name of Director |
Designation |
Remuneration per annum (Rs.) |
Median Remuneration per annum (Rs.) |
Ratio (Remuneration of Director to Median Remuneration of Employees) |
1. |
Mr. Ajay Palekar * |
Managing Director |
24,00,000 |
Nil |
N.A. |
* Appointed w.e.f 10-March-2018
Percentage increase in Remuneration of Directors and Key Managerial Personnel |
2016-17 |
2017-18 |
Differential |
% increase/ (decrease) |
Manish Mourya (CS) |
5,10,000 |
5,12,500 |
2,500 |
-- |
There is no employee covered under the provisions of Section 197(14) of the Act.
Manish Mourya, Company Secretary is the only permanent employee on the pay roll of the Company, and hence comparative disclosure under Rule 5(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable for the Company.
It is affirmed that the remuneration is as per the remuneration policy of the Company Stock Exchange
The Company is currently listed on BSE Limited under Scrip Code 504273 and Security ID: TUMUSEL. Your Company has paid Annual listing fee for the financial year ended 2017-18 to BSE Limited.
Remuneration Policy for the Directors, Key Managerial Personnel and other employees
In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is stated in Annexure-IV of this report.
Utilization of funds raised through Preferential Issue
The company has made preferential issue as under - Preferential issue of Rs. 17.75 lakh on 5th October 2016
The proceeds of Rs. 17.75 lac raised by way of preferential issue dated 5th October, 2016 has been utilized as under:
(in Rs. Lac)
Amount raised |
17.75 |
Amount utilized in FY 2016-17 for stated objects |
5.72 |
Balance amount to be utilized as on 31st March, 2017 |
12.03 |
Amount utilized in FY 2017-2018 for stated objects |
12.03 |
Balance amount to be utilized as on 31st March 2018 |
-- |
Corporate Social Responsibility Initiatives
The criteria prescribed for applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not applicable to your Company.
Significant and Material orders passed by the regulators or Courts
There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.
Acknowledgement
Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.
For and on behalf of the Board of Directors of
TUMUS ELECTRIC CORPORATION LIMITED
Ajay Palekar,
Managing Director
DIN 02708940
Place: Mumbai
Date: 14thAugust, 2018
Mar 31, 2015
The Company's Directors are pleased to present the 42ndAnnual Report
of the Company, along with Audited Accounts, for the Financial Year
ended 31st March, 2015.
Financial Performance
A summary of the Company's financial performance during the financial
year:
(in Rs. lakh)
Particulars FY 2014-15 FY 2013-14
Total revenue including other income 0.43 -
Total Expenditure 37.90 0.54
Profit / (Loss) before tax (37.47) (0.54)
Tax Expenses - -
Profit / (Loss) after tax (37.47) (0.54)
EPS Weighted Average
-Basic (6.50) (0.10)
-Diluted (6.50) (0.10)
Operations Overview
During the year under review, there was no business activity carried on
by the Company. Your Directors are making every possible efforts for
revival of functions of the Company and are hopeful that the Company
will soon commence its business activity in the coming years.
Dividend
Your Directors do not recommend any dividend for the period under
review due to losses made by the Company.
Transfer to Reserve
The Company has transferred Rs. Nil to Reserves for the financial year
ended 31st March, 2015.
Share Capital
Authorized share capital of the Company was increased from Rs.1 Crore
to Rs.2 Crore on 29th September, 2014. Your Company allotted shares on
right basis to existing shareholders in the ratio of 9 Equity shares
for every 10 held in its Board meeting dated 9th February, 2015. Thus,
at present the paid up share capital of the Company is Rs. 97,32,750/-
Material changes and Commitments
There are no material changes and or commitments affecting the
financial position of the Company, between the end of the financial
year, i.e. 31st March, 2015 and the date of the report.
Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure I in the prescribed Form MGT- 9, which
forms part of this report.
Number of meetings of the Board
Nine meetings of the Board were held during the year on 30th May, 2014,
25th June, 2014, 15th July, 2014, 14th August, 2014, 28th August, 2014,
17th October, 2014, 12th December, 2014, 30th January, 2015 and 9th
February 2015.
The provisions of Companies Act, 2013 and Listing Agreement were
adhered to while considering the time gap between two meetings.
Directors Responsibility Statement
To the best of knowledge and belief and according to the information
and explanation obtained by them, your Directors make
the following statement in terms of Section 134(3)(c) of the Companies
Act, 2013:
That in the preparations of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
That they have 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 the loss of the
Company for that period;
That they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
That they have prepared the annual accounts on a going concern basis;
That they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the Board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements Internal control systems and
their adequacy:
Pursuant to section 138 of the Companies Act, 2013 and rules made there
under, the Company has appointed M/s. R. Jaitlia & Co., Chartered
Accountants as Internal Auditors on 28th May, 2015 to conduct Internal
Audit of records and documents of the Company for the financial year
2014-15. The internal auditors of the Company checks and verifies the
internal control and monitors them in accordance with policy adopted by
the Company. Even through this non production period the Company
continues to ensure proper and adequate systems and procedures
commensurate with its size and nature of its business.
Related Party Transactions
All Related Party Transactions that were entered into during the
financial year were on arm's length and were in the ordinary course of
business and that the provisions of Section 188 of the Companies Act,
2013 are not attracted. The Audit Committee has granted omnibus
approval for Related Party Transactions stated in Annexure II as per
the provisions and restrictions contained in the Companies Act, 2013.
Board evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act. The performance of the Board was evaluated by
the Board after seeking inputs from all the directors on the basis of
the criteria such as the Board composition and structure, effectiveness
of Board processes, information and functioning, etc. The performance
of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In a separate meeting of independent Directors,
performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors.
The same was discussed in the Board meeting that followed the meeting
of the independent Directors, at which the performance of the Board,
its committees and individual directors was also discussed.
Energy Conservation Measures, Technology Absorption and R & D Efforts
and Foreign Exchange Earnings and Outgo
In view of the nature of activities carried on by the Company, the
requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable to the Company. However the Company takes all possible
efforts towards energy conservation. The requirement for disclosure
with regard to technology absorption does not apply to the Company as
the activities in which the Company operates does not require any
technology.
During the period under review the Company has earned Foreign Exchange
of 'NIL' and incurred the Foreign Exchange outgo of 'NIL'.
Risk Management
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
constitution of a Risk Committee, which will work towards creating a
Risk Register, identifying internal and external risks and implementing
risk mitigation steps. The Committee will, on a periodic basis, provide
status updates to the Board of Directors of the Company.
Auditors Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013, M/s. Bhatter and
Co., Chartered Accountants, were appointed as the Auditors of the
Company for a period of five years from the conclusion of the 41st
Annual General Meeting. In terms of Section 139 of the Companies Act,
2013 members need to ratify its appointment at the ensuing Annual
General Meeting.
The observations made in the Auditors report read together with the
relevant notes thereon, are self-explanatory and hence do not call for
any comments under Section 134 of the Companies Act, 2013.
Internal Auditors
Pursuant to section 138 of the Companies Act, 2013 and rules made there
under, the Company has appointed M/s. R. Jaitlia & Co., Chartered
Accountants as Internal Auditors on 28thMay, 2015 to conduct Internal
Audit of records and documents of the Company for the financial year
2014-15.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed Ms. Sonam Jain,
Practicing Company Secretary, as Secretarial Auditor on 28th May, 2015
to conduct Secretarial Audit of records and documents of the Company
for the financial year 2014-15. The Secretarial Audit Report confirms
that the Company has generally complied with the provisions of the Act,
Rules, Regulations, Guidelines etc and there is no secretarial audit
qualification for the year under review.
The Secretarial Audit Report is included as Annexure  III and forms an
integral part of this report.
Corporate Governance
Since the company does not have paid up equity share capital exceeding
Rs.10 crore and/or Net Worth exceeding Rs.25 crore, as on the last day
of the previous financial year, i.e. 31st March 2014, the company has
availed of exemption with compliance with clause 49 of Listing
Agreement as per the option granted vide SEBI Circular
No.CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014.
Deposits from public
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act ,2013, Mr.
Navinchandra Patel and Mr. Rupesh Parde, retire from the Board by
rotation, and being eligible, offer themselves for re-appointment.
In terms of Section 149 of the Act, the Members, at their meeting held
on 29th September, 2014 appointed the following as Independent
Directors of the Company for a term of five (5) years:
Ms. Kamrunnisa Khan  DIN 06939545 Mr. Sunjjoy Ingley  DIN 06935543
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the Act.
In terms of Section 203 of the Act, the following were designated as
Key Managerial Personnel of your Company by the Board:
Mr. Navinchandra Patel, Managing Director Mr. Rupesh Patel, Chief
Financial Officer Mr. Manish Mourya, Company Secretary
Mr. Kamta Prasad Dwivedi has resigned from the directorship of the
Company on 2nd December, 2014.
Ms. Noopur Jain resigned as Company Secretary W.e.f.22nd June, 2015 and
Mr. Manish Mourya was appointed as Company Secretary w.e.f. 22nd June,
2015.
Composition of Audit Committee
Audit Committee of your Company as constitute pursuant to section 177
of the Companies Act, 2013 composes of the following members:
Name Designation
Mr. Sunjjoy Ingley Chairman
Mr. Rupesh Parde Member
Ms. Kamrunnisa Khan Member
Vigil mechanism
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior. Pursuant to
Section 177(9) of the Act, a vigil mechanism was established for
directors and employees to report to the management instances of
unethical behavior, actual or suspected, fraud or violation of the
Company's code of conduct or ethics policy. The Vigil Mechanism
provides a mechanism for employees of the Company to approach the
Chairman of the Audit Committee of the Company.
Particulars of Employees and Remuneration
There is no employee in the Company drawing monthly remuneration of Rs.
5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the Company
is not required to disclose any information as per Rule 5(2) of the
Companies (Appointment and Remuneration) Rules, 2014
Remuneration of the Directors/Key Managerial Personnel (KMP)/Employees
The information required under Section 197 (12) of the Act read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for
the financial year are as follows:
Sr. Name of
Director Designation Remuneration Median Ratio
No. per annum (Rs.) Remuneration (Remune-
ration
per annum
(Rs.) of Direc-
tor to
Median
Remune
ration)
1. Mr. Navi
nchandra
Patel Managing Nil Nil N.A.
Director
Note: In view of losses incurred by the company, the Managing Director
has foregone his remuneration for the financial year 2014-15
There is no employee covered under the provisions of section 197(14) of
the Act.
Stock Exchange
The Company is currently listed only at the BSE Limited under scrip
code 504273. It has ceased to be a listed company at the Madhya Pradesh
Stock Exchange Limited (MPSE) due to the SEBI exit order dated
09-June-2015 for MPSE.
Your Company has paid Annual listing fee for the financial year 2014-15
to both the abovementioned exchanges.
Remuneration Policy for the Directors, Key Managerial Personnel and
other employees
In terms of the provisions of Section 178(3) of the Act, the Nomination
and Remuneration Committee (NRC) is responsible for formulating the
criteria for determining qualification, positive attributes and
independence of a Director. The NRC is also responsible for
recommending to the Board a policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees. The Board has
on the recommendation of the NRC framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The
said policy is stated in Annexure IV of this report.
Utilization of funds raised through Rights Issue
Entire proceeds of Rs. 46,10,250/- raised by way of rights issue dated
12th December, 2014 has been fully utilized as under:
Repayment of loan - Rs. 37.25 lakh
General corporate purposes  Balance amount
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate Social
Responsibility u/s 135 of the Companies Act, 2013 is not applicable to
your Company.
Significant and Material orders passed by the regulators or Courts
The Company has on 15th July, 2015 received a show cause dated 13th
May, 2015 from the Securities and Exchange Board of India on account of
alleged delay/ non-filings under Regulation of 8(3) SAST Regulations
1997 for the prior period of 1997 to 2011 when the company was under
the old promoters/ management.
Acknowledgement
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from Shareholders, Bankers,
regulatory bodies and other business constituents during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, resulting in successful performance of the Company during
the year.
For and on behalf of the Board of Directors of
Tumus Electric Corporation Limited
Sd/- Sd/-
Navinchandra Patel, Managing Director, DIN 06909577
Rupesh Parde, Director, DIN 06909495
Place: Mumbai
Date: 13th August, 2015
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the Company''s 41st Annual
Report and Annual Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
During the year, there was negligible business carried on by the
company. Your Directors are hopeful and are striving hard for revival
of functions of the company and achieving better results in the coming
year.
DIVIDEND
Since there are no profits during the year, your Directors did not
recommend any dividend on equity shares.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS:
During the period year Mr. Navinchandra Bhagwandas Patel DIN 06909577
and Mr. Rupesh Suresh Parde DIN 06909495 have been appointed as
Additional Director and Mr. Shivam Kumar Shahi DIN 00044377 has
resigned from the directorship of the Company as on 15th July, 2014. At
the ensuing Annual General Meeting Mr. Navinchandra Bhagwandas Patel
and Mr. Rupesh Suresh Parde will be confirmed as Directors of the
Company.
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Mr. Manish Mourya,
Director retire by rotation and does not offer himself for
re-appointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274(1)(g) of
the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOING
In view of the nature of activities carried on by the Company, the
requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable to the Company. However the Company takes all possible
efforts towards energy conservation.
The requirement for disclosure with regard to technology absorption
does not apply to the Company as the activities in which the Company
operates does not require any technology.
During the period under review the Company has earned Foreign Exchange
of Rs.NIL and incurred the Foreign Exchange outgoing of Rs. NIL.
LISTING FEE
At present the Company''s Equity Shares are listed at BSE Limited and
MPSE Limited and the Company has paid Listing Fees to the BSE Limited
for the year 2014-15.
AUDITORS & AUDITORS REPORT
M/s. Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the
Company having Firm Registration No. 131092W, retires at the ensuing
Annual General Meeting, are eligible for re-appointment. Their
appointment is recommended to hold office until the conclusion of the
Annual General Meeting of the Company for the financial year 2017-18.
The Company has received certificate from the Auditors to the effect
that their reappointment, if made, will be in accordance with the
provisions prescribed under section 139 and other applicable
provisions, if any, of the Companies Act, 2013.
The observations made in the Auditors report read together with the
relevant notes thereon, are self explanatory and hence do not call for
any comments under Section 217 of the Companies Act, 1956.
Your Company has forfeited 17,750 partly paid up equity shares due to
non-payment of call money after completion of necessary formalities in
accordance with Articles of Association of the Company. Same has been
noted by BSE Limited vide their notice dated 4th July, 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
a. in the preparation of the annual accounts for the year ended March
31 2014, the applicable Accounting Standards read with the requirements
set out under Schedule VI of the Companies Act, 1956 have been followed
and there are no material departures from the same, if any;
b. the Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the State of affairs
of the Company as at March 31, 2014 and of the profit or loss of the
company for that period.;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d. the Directors had prepared the annual accounts of the Company on a
''going concern'' basis.
PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENT
The directors wish to express their gratitude to all the shareholders,
bankers, clients and employees for the confidence reposed on them and
look forward to their continued co-operation and support.
By order of the Board of Tumus Electric Corporation Limited
Sd/-
(Manish Mourya)
Director
DIN 06511765
Place: Mumbai
Date: July 15, 2014
Mar 31, 2013
Dear Members,
The directors have pleasure in presenting the Company''s 40th Annual
Report and Annual Accounts for the year ended 3 1st March, 2013.
FINANCIAL RESULTS:
During the year, there was no business carried on by the company. Your
Directors are hopeful and are striving hard for revival of functions of
the company and achieving belter results in the coming year
DIVIDEND
Since there are no profits during the year, your Directors did not
recommend any dividend on equity
shares.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act. 1056, read with Companies
(Acceptance of Deposits) Rules. 1975.
DIRECTORS:
During the financial year Mr. Manish Kumar Mourya has been appointed as
additional Director and Mrs. Darshana Jain has resigned from the
directorship of the Company as on 27th February 2013. At the ensuring
Annual General Meeting Mr. Manish Kumar Mourya will be confirmed as
Directors of the company.
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Shri. Shivam Kumar
Shahi, Director retire by rotation and being eligible offer themselves
for re-appointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274( I) (g)
of the Companies Act, 1956.
PUBLIC ANNOUNCEMENT FOR OPEN OFFER
During the year a Share Purchase Agreement was entered between the
promoter shareholders of the Company and Mr. Uttam Bagri as on dated 02
January, 2013 and Pursuant to this agreement a Public announcement was
made for open offer for purchase of shares from public and accordingly
Mr Uttam Bagri has become a promoter of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOING
In view of the nature of activities carried on by the Company, the
requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable to the Company. However the Company takes all possible
efforts towards energy conservation.
The requirement for disclosure with regard to technology absorption
does not apply to the Company as the activities in which the Company
operates does not require any technology.
During the period under review the Company has earned Foreign Exchange
of Rs.NIL and incurred the Foreign Exchange outgo of Rs. NIL.
LISTING FEE
At present the Company''s Equity Shares are listed at BSE Limited and
MPSE Limited and the Company has paid Listing Fees to the BSE Limited
for the year 2013-14.
AUDITORS & AUDITORS REPORT
M/s. Jayant Kothari & Co., Chartered Accountants, Bhopal who are the
Statutory Auditors of the Company, hold office until the ensuing Annual
General Meeting. M/s. Jayant Kothari & Co., has shown their
unwillingness to continue to act as Statutory Auditor of the Company.
It is proposed to appoint M/s. Bhattar & Co., Chartered Accountants,
Mumbai as Statutory Auditors for the financial year 2013-14. The
Members are requested to consider their appointment for the current
financial year 2013-14 and authorize the Board of Directors to fix
their remuneration. The Statutory Auditors have under Section 224 (IB)
of the Companies Act, 1956, furnished certificates of their eligibility
for the appointment.
The observations made in the Auditors report read together with the
relevant notes thereon, are self explanatory and hence do not call for
any comments under Section 217 of the Companies Act, 1956.
FORFEITURE OF SHARES
During the year your Company has forfeited 17,750 partly paid up equity
shares due to non-payment of call money after completion of necessary
formalities in accordance with Articles of Association of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act. 1956. with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
a. in the preparation of the annual accounts for the year ended March
31 2013. the applicable Accounting Standards read with the requirements
set out under Schedule VI of the Companies Act, 1956 have been followed
and there are no material departures from the same, if any:
b. the Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the State of affairs
of the Company as at March 31. 2013 and of the profit or loss of the
company for that period.;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities: and
d. the Directors had prepared the annual accounts of the Company on a
''going concern'' basis.
PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit
prescribed under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENT
The directors wish to express their gratitude to all the shareholders,
bankers, clients and employees for the confidence reposed on them and
look forward to their continued co-operation and support.
For and on behalf of the board of directors
Chairman
Date: September 2. 2013
Mar 31, 2012
Dear Members,
The Directors have pleasure to present you the 39th Annual Report and
Audited Accounts of the Company for the year ended 31st March, 2012.
FINANCIAL RESULTS:
(Amount in Rs.)
Particulars For the Year Ended March 31,
2012 2011
Sales/ Income / Revenue 265741.66 252840.96
Profit / Loss before depreciation (4023865.34) (2019937.24)
Depreciation 190245.00 504082.71
Profit / after depreciation (4214110.34) (2524019.95)
Profit before Tax (4214110.34) (2524019.95)
Provision for Tax 0.00 0.00
Profit after Tax (4214110.34) (2524019.95)
OPERATIONS/DIVIDEND
The Directors do not recommend any dividend for the year ended 31st
March 2012.
DEPOSIT :
There was no public deposits as on 31st March 2012.
SALE OF FIXED ASSETS :
The company has sold all machinery and some of residential building as
there is no activity is view of no orders in hand and uneconomical
activities. The directors are in search of some others activity for the
time being.
PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A):
No employee was drawing a salary of Rs. 12,00,000 in aggregate in the
whole year or Rs. 1,00,000/- per month for a part of the year.
DIRECTORS:
Shri Kamta Prasad Dwivedi retire by rotation and being eligible, offer
themselves for re-appointment.
AUDITORS:
M/S Jayant Kothari & Co., Chartered Accountants, retire as auditors of
the Company and eligible offer themselves for re-appointment.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANY FOREIGN EXCHANGE
EARNING AND OUTGO :
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosures of the particulars in the report
of the Board of Directors) Rules, 1988 in given in Annexure ''A'' forming
part of this report.
DIRECTOR RESPONSIBILITY STATEMENT
As required by the provision of section 217 (2AA) of the Companies Act,
1956, the Directors confirm the following.
1. That in the preparation of the annual accounts, the applicable
accounting standards has been followed along with proper explanations
relating no material departures. There are no materials departures.
2. That the Directors 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 affairs of
the Company at the end of the financial year and of the profit or loss
of the company for that period.
3. That the Directors took proper and sufficient care to maintain
adequate accounting records in accordance with the provision of this
Act, to safeguard the assets of the company and to prevent and detect
fraud and other irregularities.
4. That the Directors prepared the annual accounts on No activities
basis.
STOCK EXCHANGE LISTING
The equity shares of the Company are listed on the Stock exchange at
Mumbai. The Company confirms that it has paid Annual Listing fees to
Mumbai abd formalities for delisting of shares to Indore are in process
no listing fee for 2011-2012 has been paid to Indore.
Information required of Balance Sheet Abstract and the Company''s
General Business profile under part IV of Schedule VI to the Companies
Act, 1956 is attached in the Schedule ''C'' to this report.
Cash flow statement as required by SEBI rules is appended duly verified
by the auditors of the Company.
SECRETARIAL COMPLIANCE CERTIFICATE
As a reflection of your company''s commitment to transparency the Board
is pleased to enclose the Secretarial Compliance Report for the year
ended 31.03.2012, as part of this Director''s Report.
REGISTERED OFFICE :
RANI BAUG
P.O. CHORHATA
REWA- 486006
MADHYA PRADESH
By Order of the Board
SD/-
Shivam Kumar Shahi
DIRECTOR
Dated: -25-07-2012
Mar 31, 2011
Dear Members,
The Directors have pleasure to present you the 38th Annual Report and
Audited Accounts of the Company for the year ended 31st March, 2011.
FINANCIAL RESULTS:
(Amount in Rs.)
Particulars For the Year Ended March 31,
2011 2010
Sales/ Income / Revenue 252840.96 785030.54
Profit / Loss before depreciation (2019937.24) (1707915.47)
Depreciation 504082.71 701888.30
Profit / after depreciation (2524019.95) (2409803.77)
Profit before Tax (2524019.95) (2409803.77)
Provision for Tax 0.00 0.00
Profit after Tax (2524019.95) (2409803.77)
OPERATIONS/DIVIDEND
The Directors do not recommend any dividend for the year ended 31st
March 2011.
DEPOSIT :
There was no public deposits as on 31st March 2011 SALE OF FIXED ASSETS
:
The company has sold all machinery and some of residential building as
there is no activity is view of no orders in hand and uneconomical
activities. The directors are in search of some others activity for the
time being.
PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) :
No employee was drawing a salary of Rs. 12,00,000 in aggregate in the
whole year or Rs. 1,00,000/- per month for a part of the year.
Shri Shivam Kumar Shahi retire by rotation and being eligible, offer
themselves for re-appointment.
AUDITORS:
M/S Jayant Kothari & Co., Chartered Accountants, retire as auditors of
the Company and eligible offer themselves for re-appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANY FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosures of the particulars in the report
of the Board of Directors) Rules, 1988 in given in Annexure 'A' forming
part of this report.
DIRECTOR RESPONSIBILITY STATEMENT
As required by the provision of section 217 (2AA) of the Companies Act,
1956, the Directors confirm the following.
1. That in the preparation of the annual accounts, the applicable
accounting standards has been followed along with proper explanations
relating no material departures. There are no materials departures.
2. That the Directors 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 affairs of
the Company at the end of the financial year and of the profit or loss
of the company for that period.
3. That the Directors took proper and sufficient care to maintain
adequate accounting records in accordance with the provision of this
Act, to safeguard the assets of the company and to prevent and detect
fraud and other irregularities.
4. That the Directors prepared the annual accounts on No activities
basis.
STOCK EXCHANGE LISTING
The equity shares of the Company are listed on the Stock exchange at
Mumbai. The Company confirms that it has paid Annual Listing fees to
Mumbai abd formalities for delisting of shares to Indore are in process
no listing fee for 2010-2011 has been paid to Indore.
Information required of Balance Sheet Abstract and the Company's
General Business profile under part IV of Schedule VI to the Companies
Act, 1956 is attached in the Schedule 'C' to this report.
Cash flow statement as required by SEBI rules is appended duly verified
by the auditors of the Company.
SECRETARIAL COMPLIANCE CERTIFICATE
As a reflection of your company's commitment to transparency the Board
is pleased to enclose the Secretarial Compliance Report for the year
ended 31.03.2011, as part of this Director's Report.
REGISTERED OFFICE:
RANIBAUG P.O. CHORHATA
REWA - 486006
MADHYA PRADESH
By Order of the Board
Sd/-
Darshana Jain
Director
Dated: 08-08-2011
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