To the Members Tumus Electric Corporation Limited
Your Companys Directors are pleased to present the 42ndAnnual Reportof the Company along with Audited Accounts for the Financial Year ended 31stMarch 2015.
A summary of the Companys 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) |
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 Companyand are hopeful that the Company will soon commence its business activity in the comingyears.
Your Directors do not recommend any dividend for the period under review due to lossesmade by the Company.
Transfer to Reserve
The Company has transferred Rs. Nil to Reserves for the financial year ended 31stMarch 2015.
Authorized share capital of the Company was increased from Rs.1 Crore to Rs.2 Crore on29th September 2014. Your Company allotted shares on right basis to existingshareholders in the ratio of 9 Equity shares for every 10 held in its Board meeting dated9th February 2015. Thus at present the paid up share capital of the Companyis Rs. 9732750/-
Material changes and Commitments
There are no material changes and or commitments affecting the financial position ofthe Company between the end of the financial year i.e. 31st March 2015 andthe 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 AnnexureI 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 25thJune 2014 15th July 2014 14th August 2014 28thAugust 2014 17th October 2014 12th December 2014 30thJanuary 2015 and 9th February 2015.
The provisions of Companies Act 2013 and Listing Agreement were adhered to whileconsidering the time gap between two meetings.
Directors Responsibility Statement
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013: That in the preparations of the annual accounts theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures; That they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period; That they have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; That they have prepared the annual accountson a going concern basis; That they have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively; That they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the Board is of the opinionthat the Companys internal financial controls were adequate and effective during thefinancial year 2014-15.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements
Internal control systems and their adequacy:
Pursuant to section 138 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s. R. Jaitlia & Co. Chartered Accountants as InternalAuditors on 28th May 2015 to conduct Internal Audit of records and documentsof the Company for the financial year 2014-15. The internal auditors of the Company checksand verifies the internal control and monitors them in accordance with policy adopted bythe Company. Even through this non production period the Company continues to ensureproper and adequate systems and procedures commensurate with its size and nature of itsbusiness.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were onarms length and were in the ordinary course of business and that the provisions ofSection 188 of the Companies Act 2013 are not attracted. The Audit Committee has grantedomnibus approval for Related Party Transactions stated in Annexure II as per theprovisions and restrictions contained in the Companies Act 2013.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In a separate meeting of independent Directorsperformance of non-independent directors performance of the Board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the Board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.
Energy Conservation Measures Technology Absorption and R & D Efforts and ForeignExchange Earnings and Outgo
In view of the nature of activities carried on by the Company the requirements fordisclosure in respect of Conservation of Energy Technology Absorption in terms of theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 arenot applicable to the Company. However the Company takes all possible efforts towardsenergy conservation. The requirement for disclosure with regard to technology absorptiondoes not apply to the Company as the activities in which the Company operates does notrequire any technology.
During the period under review the Company has earned Foreign Exchange of NILand incurred the Foreign Exchange outgo of NIL.
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a periodicbasis provide status updates to the Board of Directors of the Company.
Pursuant to Section 139 of the Companies Act 2013 M/s. Bhatter and Co. CharteredAccountants were appointed as the Auditors of the Company for a period of five years fromthe conclusion of the 41st Annual General Meeting. In terms of Section 139 ofthe Companies Act 2013 members need to ratify its appointment at the ensuing AnnualGeneral Meeting.
The observations made in the Auditors report read together with the relevant notesthereon are self-explanatory and hence do not call for any comments under Section 134 ofthe Companies Act 2013.
Pursuant to section 138 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s. R. Jaitlia & Co. Chartered Accountants as InternalAuditors on 28thMay 2015 to conduct Internal Audit of records and documents ofthe Company for the financial year 2014-15.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Ms. Sonam Jain Practicing Company Secretary asSecretarial Auditor on 28th May 2015 to conduct Secretarial Audit of recordsand documents of the Company for the financial year 2014-15. The Secretarial Audit Reportconfirms that the
Company has generally complied with the provisions of the Act Rules RegulationsGuidelines 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 integralpart of this report.
Since the company does not have paid up equity share capital exceeding Rs.10 croreand/or Net Worth exceeding Rs.25 crore as on the last day of the previous financial yeari.e. 31st March 2014 the company has availed of exemption with compliance withclause 49 of Listing Agreement as per the option granted vide SEBI CircularNo.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 accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 Mr. Navinchandra Pateland Mr. Rupesh Parde retire from the Board by rotation and being eligible offerthemselves for re-appointment.
In terms of Section 149 of the Act the Members at their meeting held on 29thSeptember 2014 appointed the following as Independent Directors of the Company for a termof five (5) years:
Ms. Kamrunnisa Khan DIN 06939545 Mr. Sunjjoy Ingley DIN 06935543
The Company has received declarations from all the Independent Directors confirmingthat 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 ManagerialPersonnel 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 2ndDecember 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 CompaniesAct 2013 composes of the following members:
|Name ||Designation |
|Mr. Sunjjoy Ingley ||Chairman |
|Mr. Rupesh Parde ||Member |
|Ms. Kamrunnisa Khan ||Member |
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior. Pursuant to Section 177(9) of the Act a vigil mechanism wasestablished for directors and employees to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Companys code of conductor ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company toapproach 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. 500000/- permonth or Rs. 6000000/- per annum. Hence the Company is not required to disclose anyinformation 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 TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof ratio of remuneration of each director to the median remuneration of the employees ofthe 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) |
|1. ||Mr. Navinchandra Patel ||Managing Director ||Nil ||Nil ||N.A. |
Note: In view of losses incurred by the company the Managing Director has foregone hisremuneration for the financial year 2014-15
There is no employee covered under the provisions of section 197(14) of the Act.
The Company is currently listed only at the BSE Limited under scrip code 504273. It hasceased to be a listed company at the Madhya Pradesh Stock Exchange Limited (MPSE) due tothe SEBI exit order dated 09-June-2015 for MPSE.
Your Company has paid Annual listing fee for the financial year 2014-15 to both theabovementioned 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 andRemuneration Committee (NRC) is responsible for formulating the criteria for determiningqualification positive attributes and independence of a Director. The NRC is alsoresponsible for recommending to the Board a policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees. The Board has on therecommendation of the NRC framed a policy for selection and appointment of DirectorsSenior Management and their remuneration. The said policy is stated in Annexure IV of thisreport.
Utilization of funds raised through Rights Issue
Entire proceeds of Rs. 4610250/- raised by way of rights issue dated 12thDecember 2014 has been fully utilized as under: Repayment of loan - Rs. 37.25 lakhGeneral corporate purposes Balance amount
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate Social Responsibility u/s135 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 13thMay 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 to2011 when the company was under the old promoters/ management.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance 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 DIN06909495 Place: Mumbai Date: 13th August 2015
Annexure II - Related Party Transactions FORM No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto
Details of contracts or arrangements or transactions not at arms length basis:Nil
Details of material contracts or arrangement or transactions at arms lengthbasis:
|Name(s) of the related party and nature of relationship ||Nature of contracts/arrangements/ transactions ||Duration of the contracts/arrangements/ transactions ||Salient terms of the contracts or arrangements or transactions including the value if any ||Date(s) of approv al by the Board if any ||Amount paid as advance if any |
|BCB Finance Limited Company having common promoter ||Loan taken and repaid ||20-Jun-14 to 31-Mar-15 ||Loan taken @12% p.a maximum outstanding Rs. 39 lakh during the year Year end balance Nil ||30- May- 2014 ||Nil |
|BCB Brokerage Private Limited Company having common promoter ||DP and Stock Broking services availed ||Ongoing ||Brokerage Rs. 0.00 lakh Securities purchased at BSE Rs. 44.55 lakh Securities sold at BSE Rs. 14.96 lakh Year end balance Nil ||30- May- 2014 ||Nil |
For and on behalf of the Board of Directors of
Tumus Electric Corporation Limited
Navinchandra Patel Managing Director DIN 06909577
Rupesh Parde Director DIN 06909495
Date: 13th August 2015
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015
[Pursuant to section 204(1)of the Companies Act2013and Rule No.9 ofthe Companies(Appointment and RemunerationPersonnel) Rules 2014]
Tumus Electric Corporation Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Tumus Electric CorporationLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 (Auditperiod) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance- mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Tumus Electric Corporation Limited for the financial year ended on31st March 2015 according to the provisions of:
The Companies Act 2013 (the Act) and the rules made thereunder;
The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules madethereunder;
The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
Foreign Exchange Management Act 1999 and the rules and regulations made thereunder tothe extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (SEBI Act) viz. :-
The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; ( Not applicable in accordance to Regulation 3(b) ofthe said Regulations)
The Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999; ( Not applicable to the company during theAudit Period)
The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; ( Not applicable to the company during the Audit Period)
The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; ( Not applicable to the company during the Audit Period) and
The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998; (Not applicable to the company during the Audit Period)
I have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified as not applicable to the company during the Audit Period)
The Listing Agreements entered into by the Company with BSE limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period:
The company has passed the special resolution under section 180 of the Companies Act2013 to increase the borrowing power of the Board. The Company has issued 461025 equityshares to its existing shareholders on the basis of right issue.
SONAM JAIN Company Secretary
Membership No. 31862 Certificate of Practice No. 12402
Date: 13th August 2015 Place: Mumbai
This report is to be read with my letter of even date which is annexed as Annexure Aand forms an integral part of this report.
ANNEXURE- A TO THE SECRETARIAL AUDIT REPORT
Tumus Electric Corporation Limited
My report of even date is to be read along with this letter.
Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onmy audit.
I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.
I have not verified the correctness and appropriateness of financial records and Booksof Accounts of the company.
Wherever required I have obtained the Management representation about the complianceof laws rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.
Membership No. 31862
Certificate of Practice No. 12402
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration Committee (NRC) has adopted a Policy which inter aliadeals with the manner of selection of Board of Directors and CEO & Managing Directorand their remuneration. The said Policy has been outlined below:
CRITERIA OF SELECTION OF NON EXECUTIVE DIRECTORS
The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofmarketing finance taxation law governance and general management In case ofappointment of Independent Directors the NRC shall satisfy itself with regard to theindependent nature of the Directors vis--vis the Company so as to enable the Board todischarge its function and duties effectively. The NRC shall ensure that the candidateidentified for appointment as a Director is not disqualified for appointment under Section164 of the Companies Act 2013. The NRC shall consider the following attributes /criteria whilst recommending to the Board the candidature for appointment as Director. oQualification expertise and experience of the Directors in their respective fields; oPersonal Professional or business standing; o Diversity of the Board In case ofre-appointment of Non-Executive Directors the Board shall take into consideration theperformance evaluation of the Director and his engagement level.
The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings andcommission as detailed hereunder: A Non-Executive Director shall be entitled toreceive sitting fees for each meeting of the Board or Committee of the Board attended byhim of such sum as may be approved by the Board of Directors within the overall limitsprescribed under the Companies Act 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014; The Independent Directors of the Company shall notbe entitled to participate in the Stock Option Scheme of the Company if any introducedby the Company.
MANAGING DIRECTOR - CRITERIA FOR SELECTION / APPOINTMENT
For the purpose of selection of the Managing Director the NRC shall recommend thePromoter Directors as Managing Director who are persons of integrity who possess relevantexpertise experience and leadership qualities required for the position.
Remuneration for the Managing Director
At the time of appointment or re-appointment the Managing Director shall be paid suchremuneration as may be mutually agreed between the Company (which includes the NRC and theBoard of Directors) and the Managing Director within the overall limits prescribed underthe Companies Act 2013.
The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting. The remuneration of the Managing Director may be contain variablecomponents
Remuneration Policy for the Senior Management Employees
In determining the remuneration of the Senior Management Employees (i.e. KMPs andExecutive Committee Members) the N&R Committee shall ensure / consider the following:The relationship of remuneration and performance benchmark; The balance between fixedand incentive pay reflecting short and long term performance objectives appropriate tothe working of the Company and its goals; The remuneration is divided into two componentsviz. fixed component comprising salaries perquisites and retirement benefits and avariable component comprising performance bonus; The remuneration including annualincrement and performance bonus is decided based on the criticality of the roles andresponsibilities the Companys performance vis--vis the annual budget achievementindividuals performance vis--vis KRAs / KPIs industry benchmark and currentcompensation trends in the market.
The Managing Director will carry out the individual performance review based on thestandard appraisal matrix and shall take into account the appraisal score card and otherfactors mentioned herein-above whilst recommending the annual increment and performanceincentive to the NRC for its review and approval.
For and on behalf of the Board of Directors of
Tumus Electric Corporation Limited
Navinchandra Patel Managing Director DIN 06909577
Rupesh Parde Director DIN 06909495
Date: 13th August 2015