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Directors Report of Tumus Electric Corporation Ltd.

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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