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Modulex Construction Technologies Ltd.

BSE: 504273 Sector: Infrastructure
NSE: N.A. ISIN Code: INE064R01012
BSE 00:00 | 18 Sep 8.67 0.41
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NSE 05:30 | 01 Jan Modulex Construction Technologies Ltd
OPEN 8.65
PREVIOUS CLOSE 8.26
VOLUME 12913
52-Week high 25.90
52-Week low 6.84
P/E
Mkt Cap.(Rs cr) 44
Buy Price 8.50
Buy Qty 100.00
Sell Price 8.66
Sell Qty 300.00
OPEN 8.65
CLOSE 8.26
VOLUME 12913
52-Week high 25.90
52-Week low 6.84
P/E
Mkt Cap.(Rs cr) 44
Buy Price 8.50
Buy Qty 100.00
Sell Price 8.66
Sell Qty 300.00

Modulex Construction Technologies Ltd. (MODULEXCONST) - Director Report

Company director report

To

The Members

Modulex Construction Technologies Limited (‘Company')

(Formerly known as Tumus Electric Corporation Limited)

Your Company's Directors are pleased to present the 46th AnnualReport of the Company along with Audited Financial Statements (Standalone &Consolidated) for the Financial Year ended 31st March 2019.

1. FINANCIAL PERFORMANCE

The standalone and consolidated financial highlights andperformance of the Company for the financial year ended March 31 2019 are given hereinbelow:

(Amt in Rs.)
Particulars

Standalone

Consolidated
Current Financial Year Previous Financial Year Current Financial Year
(2019) (2018) (2019)
Revenue from operations 176447 719976 3779544
Profit / loss before Depreciation Finance Costs Exceptional Items and Tax Expense (4843903) (700603) (70999325)
Less: Depreciation / Amortisation / Impairment - - (466198)
Profit / loss before Finance Costs Exceptional Items and Tax Expense (4843903) (700603) (71465523)
Less: Finance Cost (25521) (8386) (5787994)
Profit / loss before Exceptional Items and Tax Expense (4869424) (708989) (77253517)
Add / (less) : Exceptional items - - -
Profit / loss before Tax Expense (4869424) (708989) (77253517)
Less : Tax expenses (Current & Deferred) - - -
Profit / (Loss) for the year (1) (4869424) (708989) (77253517)
Total Comprehensive Income / loss (2) - - (50744)
Total (1+2) (4869424) (708989) (77304261)
Balance of profit / loss for earlier years (5397760) (4688771) (5397760)
Less: Transfer to Debenture Redemption Reserve - - -
Less: Transfer to Reserves - - -
Less: Dividend paid on Equity Shares - - -
Less: Dividend paid on Preference Shares - - -
Less: Dividend Distribution Tax - - -
Balance carried Forward (10267184) (5397760) (15664944)

2. MATERIAL CHANGES AND COMMITMENTS

Consequent upon change in ultimate control in the previousFinancial Year to Modulex Modular Buildings Plc UK and induction of new set of Directorsthe Board of Directors of the Company has embarked upon a plan to undertake the businessactivity of design and manufacturing of carbon neutral SMART (buildings that usingbuilding automation) BOPAS (Build Offsite Property Assurance Scheme UK) certified steelmodular buildings such as residential commercial hotels hospitals etc pursuant towhich the name of company and the object clause of Memorandum of Association was changedwith a view to align the name of the Company in tune with the change in objects clause andas part of corporate branding.

As such during the year under review the name of the Companywas changed to ‘Modulex Construction Technologies Limited' from the erstwhile‘Tumus Electric Corporation Limited'. The new name of the Company is more in the linewith the nature of the business and takes into cognizance the core values of becoming atechnology company offering disruptive offsite construction technology to customers as aone stop solution in the construction sector.

During the year the registered office of the Company was shiftedfrom Mumbai to Pune. The shifting of the registered office would enable the Directors tomonitor the Company more effectively and efficiently and also result in operationalconvenience.

Save as set out above your Directors do not foresee any changein the nature of business being pursued by the Company in the current financial year.

3. OPERATIONAL REVIEW

Consequent upon the Company embarking upon a plan to execute thebusiness plan the Company's subsidiary Modulex Modular Buildings Private Limited(‘MMBPL') is continuing with the construction of a factory facility to produce steelmodules and in anticipation of the upcoming commercial operation date of the factory theCompany has started the process of recruiting suitable personnel and leading HR firmsboth in India and overseas have been sounded to that effect.

The factory facility is being developed on a 40 acre land ownedby MMBPL in MIDC Indapur. This manufacturing facility the Directors believe is the firstof its kind in India and the world's largest modular buildings manufacturing cluster.

The manufacturing facility in the initial phase will see 20 acresbeing developed consisting of three sheds totalling to circa 35000 square metres (circa350000 square feet) which will produce steel modules and ancillary products such asbathroom pods doors and windows.

The real estate sector and the construction industry is passingthrough challenging times and to survive and grow in such challenging times it isimperative that the customers be offered a proposition which adds value. The Company withits unique offering of design and manufacturing of steel modular buildings and theconstruction thereof through its subsidiary MMBPL is perfectly positioned.

The technology used by MMBPL is franchised from Modulex ModularBuildings Plc UK and enables the Company to deliver the design and manufacturing (throughMMBPL) carbon neutral Smart BOPAS certified buildings on fixed cost and time guaranteein nearly half the time and with high quality. The cost of the modular buildings issimilar to traditional construction cost.

Going forward the Company also proposes to develop designtemplates for various sectors within real estate such as hotels hospitals schoolshostels old age homes etc to offer designing solutions for clients which result ingreater speed in delivery of the completed buildings. The Directors are confident thatthis synchronized solution would create a win-win situation for all stakeholders.

MMBPL had secured investment from large industrial and realestate companies as strategic partners who will be adopting the Company's technology andabsorbing a significant portion of the factory's output capacity thereby underpinning theinvestment made by the Company in acquiring the shares of MMBPL.

The Company has a significant order pipeline from customers inIndia and also from customers in the UK for export order.

Director's believe that the Company should see significantactivity post completion of the factory in the next financial year.

4. CHANGE IN PROMOTERS AND MANAGEMENT

With a view to acquire Modulex Modular Buildings Private Limitedwhich is setting up an offsite steel modular building factory the Board of Directors ofthe Company vide its approval dated June 23 2018 and shareholders of the company vide itsapproval dated August 1 2018 had considered and approved the proposal of raising funds byissue of shares on preferential basis. Consequent to the shareholder approval the Boardof Directors allotted 41572186 Equity Shares of face value of Rs. 10/- each on 26thOctober 2018 against Equity Shares of Modulex Modular Buildings Private Limited onpreferential basis by way of swap of Equity Shares.

Consequently Redribbon Modulex Buildings Limited Mr. SuchitPunnose (Whole Time Director) and Redribbon Advisory Services Private Limited aredesignated as new promoters of the Company within the meaning of Securities and ExchangeBoard of India (Issue of Capital and Disclosure Requirements) Regulations 2018.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Raj Kumar Sharma was appointed as an Additional Director onthe board of the Company with effect from August 14 2019 to hold office till theconclusion of the next Annual General Meeting of the Company and is eligible to beappointed as a Director of the Company. The Company has received notice under Section 160of the Companies Act 2013 from Mr. Suchit Punnose as a member signifying its intentionto propose the candidature of Mr. Raj Kumar Sharma as a Director of the Company at theforthcoming Annual General Meeting. In accordance with the provisions of Section 160 ofthe Companies Act 2013 the Nomination and Remuneration Committee recommends theappointment of Mr. Raj Kumar Sharma. Based on the recommendation of Nomination andRemuneration Committee the Board considers it in the interest of the Company to appointMr. Raj Kumar Sharma as Director of the Company.

During the year under review Mr. Mahendra Kumar BhuratChartered Accountant was appointed as Chief Financial Officer of the Company with effectfrom November 14 2018.

Mr. Ajay S. Palekar and Mr Suchit Punnose were appointed asExecutive Directors of the Company in its Board Meeting held on March 10 2019 and weresubsequently approved by the Shareholders of the Company through Postal Ballot on April21 2019. Mr. Aditya Vikram Kanoria and Mr. Sandeep Khurana as Independent Directors andMs. Rakhee Agarwal as Independent Woman Director the Company in its Board Meeting held onMarch 10 2019 and were subsequently approved by the Shareholders of the Company throughPostal Ballot on April 21 2019.

Mr. Manish Momya resigned as Company Secretary & ComplianceOfficer of the Company w.e.f. August 14 2019. Ms. Bhoomi Mewada was appointed as theCompany Secretary & Compliance Officer of the Company w.e.f. August 14 2019.

In accordance with Article 124(a) of the Articles of Associationof the Company and the Companies Act 2013 (‘the Act') one-third of the totalDirectors other than Independent Nominee Special and Debenture Directors of theCompany retire by rotation at every Annual General Meeting and accordingly Mr. AjayPalekar shall retire by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment.

6. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed undersection 149(6) of the Act and regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations') (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force). The independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act and the code of conduct forDirectors and senior management formulated by the Company.

Each of the independent directors have also confirmed to theCompany that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact his/her/their ability to dischargehis/her/their duties with an objective independent judgment and without any externalinfluence and that he/she is independent of the management.

7. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarisation Programme seeks to update the IndependentDirectors on various matters covering Company's strategy business model operationsorganization structure finance risk management etc. It also seeks to update theIndependent Directors with their roles rights responsibilities duties under theCompanies Act 2013 and other statutes.

The policy and details of familiarization programme imparted tothe Independent Directors of the Company is available athttps://modulex.in/investor-relations/

8. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatorySecretarial Standards issued by the Institute of Company Secretaries of India.

9. BOARD MEETINGS

The Board of Directors meet at regular intervals to discuss anddecide on Company's operation business policies or projects to be undertaken and strategyapart from other Board business. However in case of a special and urgent business needthe Board's approval is taken by passing resolutions by circulation as permitted by lawwhich are noted and confirmed at the subsequent Board Meeting.

The notice of Board Meeting is given well in advance to all theDirectors. Usually meetings of the Board are held in Mumbai. The Agenda is circulated aweek prior to the date of the meeting. The Agenda for the Board Meetings include detailednotes on the items to be discussed at the meeting to enable the Directors to take aninformed decision.

During the financial year ended 31st March 2019 six meetings ofthe Board were held during the year on 28th May 2018 23rd June 2018 14th August 201814th November 2018 14th February 2019 and 18th February 2019.

The provisions of Companies Act 2013 Secretarial Standard“SS-1” and the Listing Regulations were adhered to while considering the timegap between two meetings.

10. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governancestructure of the Company and have been constituted to deal with specific areas /activities; which concern the Company and need a closer review. The Board Committees areset up under the formal approval of the Board to carry out clearly defined roles which areconsidered to be performed by Members of the Board as a part of good governance practice.The Board is informed about the summary of the discussions held in the Committee Meetings.The minutes of the meetings of all Committees are placed before the Board for review. TheBoard Committees can request special invitees to join the meeting as appropriate.

The Board of Directors of your Company has constituted variousCommittees namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Securities Committee

• Management Committee

The details of the said Committees established by the Board areset out in the Corporate Governance Report as annexed to this report.

11. COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT

The Company currently has less than 10 employees and hence theprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 are notapplicable to the Company. In any event no complaints were received as to sexualharassment from any employee during the year under review or is pending.

12. BOARD EVALUATION

In terms of the requirement of the Act and the ListingRegulations an annual performance evaluation of the Board & Board Committees isundertaken where the Board formally assesses its own performance with the aim to improvethe effectiveness of the Board and the Committees. For Independent Directors evaluationis carried out based on the criteria viz. the consideration which led to the selection ofthe Director(s) on the Board and the delivery against the same contribution made to theBoard / Committees attendance at the Board / Committee Meetings impact on theperformance of the Board / Committees instances of sharing best and next practicesengaging with management team of the Company participation in Strategy Board Meetingsetc.

During the year Board Evaluation cycle was completed by theCompany internally which included the evaluation of the Board as a whole Board Committeesand peer evaluation of the Directors. The evaluation process focused on various aspects ofthe functioning of the Board and Committees such as composition of the Board improvingBoard effectiveness performance of Board Committees Board knowledge sessions and timeallocation for strategic issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors on parameters such as attendance contribution andindependent judgment.

As an outcome of the above exercise it was noted that the Boardas a whole is functioning as a cohesive body which is well engaged with differentperspectives. The Board Members from different backgrounds bring about differentcomplementarities and deliberations in the Board and Committee meetings. It was also notedthat the Committees are functioning well and besides the Committee's terms of reference asmandated by law important issues are brought up and discussed in the Committees.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

• In the preparation of annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

• The Directors have selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year 2018-19 and of the loss of the Company for that period;

• The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

• The Directors have prepared the annual accounts on a goingconcern basis;

• The Directors had laid down proper internal financialcontrols and such internal financial controls are adequate and were operating effectively;and

• The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

14. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations a separatesection on Management Discussion and Analysis for the year ended March 31 2019 forms anintegral part of this Annual Report.

15. CONSOLIDATED IND AS FINANCIAL STATEMENTS

In compliance with the Regulation 34 of the Listing Regulationsand Section 129 of the Act the Consolidated Financial Statements which have beenprepared by the Company in accordance with the applicable provisions of the Act and theapplicable Indian Accounting Standards (IND AS) forms part of this Annual Report.

16. DIVIDEND

Your Directors do not recommend any dividend for the year underreview as the Company in view of the Loss that was incurred during the year.

17. TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves for thefinancial year ended 31st March 2019.

18. SHARE CAPITAL

During the year the authorised share capital of the Company wasincreased from Rs. 20000000 to Rs. 730000000 comprises of 72950000 Equity Sharesof Rs. 10 each and 50000 Cumulative Redeemable Preference Shares of Rs.10 each approvedby the Shareholders of the Company through Postal Ballot on April 21 2019.

During the year under review your Company had allotted41572186 Equity Shares of face value of Rs. 10/- each on October 26 2018 againstEquity Shares of Modulex Modular Buildings Private Limited on preferential basis by way ofswap of Equity Shares. Since the said shares were issued for consideration other thanCash the price at which the said shares were to be allotted was determined on the basisof a valuation report of a registered valuer having been appointed by the Board ofDirectors of the Company. The provisions of section 247 of the Act and Rules madethereunder were duly complied with.

19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantee(s) or investment(s) made by yourCompany under Section 186 of the Companies Act 2013 during the financial year 2018-19are provided in the Notes to Financial Statements.

20. DEPOSITS FROM PUBLIC

The Company has not accepted any deposit from the Public withinthe meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules2014.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Based on the framework of internal financial controls andcompliance systems established and maintained by the Company work performed by thestatutory and secretarial auditors and external consultants and the reviews undertaken bymanagement and the relevant board committees including the audit committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2018-19. Even through this non-production period the Companycontinues to ensure proper and adequate systems and procedures commensurate with its sizeand nature of its business.

22. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and amendment to theListing Regulations your Company has revised Policy on Related Party Transactions whichis also available on the Company's website at https://modulex.in/investor-relations/ ThePolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the AuditCommittee for review and approval. All Related Party Transactions entered during the yearwere in ordinary course of the business and at Arm's Length basis. No Material RelatedParty Transactions i.e. transactions exceeding 10% of the annual consolidated turnover asper the last audited financial statement were entered during the year by your Company.The disclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is appended as an annexure to this report titledAnnexure 1.

23. SUBSIDIARIES AND ASSOCIATE / JV COMPANIES

During the year under review your Company has acquired 78.59% ofthe subscribed Share Capital of the Modulex Modular Buildings Private Limited (MMBPL) byway of swap of shares on preferential basis pursuant to which MMBPL has become aSubsidiary of the Company. The Company doesn't have any associates / jointly controlledentity.

A statement containing the salient features of the performanceand financial position of the subsidiary company as required under Rule 5 of the Companies(Accounts) Rules 2014 is provided in Form AOC-1 appended as an Annexure to this reporttitled Annexure 2.

The Annual Report of the Company containing the standalone andconsolidated Ind AS financial statements has been disseminated on the website of theCompany at www.modulex.in. Audited Annual financial statements of the Subsidiary Companyhave also been placed on the said website and are available for inspection by the membersat the Registered Office of the Company. Members interested in obtaining copy of theAudited Annual financial statements of the Subsidiary Company may write to the CompanySecretary at the Company's Registered Office address.

24. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required underSection 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is appended as an Annexure to this Annual Report titledAnnexure 3 and also available on the website of the Company athttps://modulex.in/investor-relations/

25. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of theListing Regulations a detailed report on Corporate Governance is given as Annexure andforms an integral part of this Annual Report. A Certificate from the Practicing CompanySecretary confirming compliance of the conditions of Corporate Governance as stipulatedunder the Listing Regulations is appended to the Corporate Governance Report. ACertificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the ListingRegulations is also annexed.

26. ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION ANDR&D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements under Section 134(3)(m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014 for disclosure in respect of conservationof energy technology absorption are not applicable to the Company. However the Companytakes all possible efforts towards energy conservation. During the period under reviewthe Company had no Foreign Exchange earnings and outgo.

27. RISK MANAGEMENT

Risk Management is embedded in your Company's operatingframework. Your Company believes that managing risks helps in maximizing returns for thestakeholders. The Company's approach in addressing business risks is comprehensive andincludes periodic review of such risks and a framework for mitigating controls andreporting mechanism of such risks. The risk management framework is reviewed periodicallyby the Board and the Audit Committee. Some of the risks that the Company is exposed to aregiven in Management Discussion and Analysis Report.

28. STATUTORY AUDITORS

During the year under review the Board of Directors of theCompany had appointed M/s. T P. Ostwal LLP Chartered Accountants as the StatutoryAuditor of the Company to fill the casual vacancy caused due to non-approval for theappointment of M/s. CNK & Associates LLP Chartered Accountants by the members at theAnnual General Meeting held in the year 2018 .

The Audit Committee recommended to the Board appointment of M/s.T. P. Ostwal LLP Chartered Accountants as the Statutory Auditor of the Company to auditthe accounts of the Company for a period of 5 (five) years from 2018-19 onwards. TheCompany has received a certificate from M/s. T. P. Ostwal LLP Chartered Accountants tothe effect that their appointment if effected would be within limits prescribed underthe provisions of the Act. As required under Regulation 33 of the Listing Regulations theStatutory Auditors have also confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India

There are no qualifications reservations or adverse remarks madeby the statutory auditors in their audit reports on the standalone financial statements(for the year ended March 31 2019) though there are certain qualifications reservationsor adverse remarks made by the statutory auditors in their audit report on theconsolidated financial statements.

Qualified Opinion by Auditor's in Consolidated FinancialStatements and Replies of Management thereon:

The qualifications to audit opinion of the financial statementsof Modulex Modular Buildings Private Limited issued by an independent firm of CharteredAccountants vide its report dated November 12 2019 and reproduced by the StatutoryAuditors of the Company in the Auditor's Report are appended below along with the repliesof the management thereon:

Statutory Auditors' Report Management's Reply
i. During the year the company has issued 60.00. 000 equity shares of Rs. 10/- each fully paid up amounting to Rs.60000000 to a vendor for consideration other than cash. Post the financials were authorized for issue the vendor has confirmed allotment of only 30.00. 000 equity shares. Based on this the Company has cancelled the allotment of 30.00. 000 equity shares of Rs. 10/- each and accordingly has filed the revised and rectified returns with the Registrar of Companies. As a result of this the issued and paid up capital of the Company is overstated by an amount of Rs. 30000000. Refer foot note to Note 13(e). Extract from confirmation letter issued by Reward Constructions Private Limited on 10.09.2019 is given below in verbatim: “We are writing to confirm that we had agreed to accept payment in the form of equity shares for construction works carried out at the factory site of Modulex based on our assessment of the project to be a viable project with long term prospect for increase in the value of shares. However owing to delays in Modulex closing debt which we believe is a consequence of general environment of the debt market in India our view has changed and we have not adjusted our account with this payment in the form of shares”.
ii. The company based on certain RA bills submitted by the above mentioned vendor has booked Rs. 32769435 as Capital WIP for its undergoing construction plant at Indapur Extract from balance confirmation statement dated 10.11.2019 issued by Reward Constructions Private Limited is below in verbatim:
Maharashtra and issued equity shares for consideration other than cash as mentioned in para (a) above. Post the financials were authorized for issue the confirmation received from the said vendor did not contain the said RA bills. Accordingly the Company has reduced the capital WIP by the said amount. As a result of this the capital WIP as disclosed in Note 4 of the financial statements is overstated by an amount of Rs. 32769435. “The amount of Rs.50023353/- above includes the said amount of Rs.32769435 reversed earlier due to non-acceptance of payment in the form of equity shares”
iii. The company has transferred 508580 partly paid equity shares as fully paid up shares without recording the calls receivable in the financial statements for the year ended 31st March 2019. As a result of this the issued and paid up capital and calls receivable of the company is understated by Rs. 5034942/- This was due to inadvertent clerical error arising from filings related to the preferential allotment by the said company. Monies against calls receivable has been received in full as on the date of this report. The Company has engaged the services of competent finance professional to avoid repetition of clerical errors in future.
iv. There is a difference between the number of shares held by the holding company (Modulex Construction Technologies Ltd ‘MCTL') in the company as per MCTL's records and as per the records of the company. This is due to the fact during the year MCTL has allotted 381473 equity shares of Rs 10 each fully paid up amounting to Rs. 3814730 against 510790 equity shares of Rs 10 each held in the company by two shareholders of the company in the ratio of 1:1.34 based on the scheme of swap of shares as approved by BSE by letter dated 12th October 2018. However the above 510790 equity shares of Rs 10 each were only subsequently allotted post the financials were authorized for issue. Such subsequent allotment has been made against invoices for providing consultancy services and project management services by the said parties. As a result of this the issued and paid up capital of the company is understated and the loss for the year is understated by an amount of Rs. 5107900. The services invoices related to the difference was not recorded in the books of the said company due to inadvertent clerical error which has been rectified. The Company has engaged the services of competent finance professional to avoid repetition of clerical errors in future.

29. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act2013 and rules made thereunder the Company has appointed M/s. RMJ & Associates LLPChartered Accountants as Internal Auditor of the Company on May 29 2019 to conductInternal Audit of records and documents of the Company for the financial year 2019-20. M/sRMJ & Associates Chartered Accountant resigned from the position of internal auditorw.e.f. November 14 2019 due to pre occupation.

30. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act2013 and rules made thereunder the Company has appointed Ms. Sonam Jain PracticingCompany Secretary as Secretarial Auditor of the Company on May 29 2019 to conductSecretarial Audit of records and documents of the Company for the financial year 2018-19.The Secretarial Audit Report confirms that the Company has generally complied with theprovisions of the Act Rules Regulations and Guidelines etc. and there were nosecretarial audit qualification(s) for the year under review.

The Secretarial Audit Report is annexed as an Annexure to thisreport titled Annexure 4 and forms an integral part of this report.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of itsconstituents in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. Pursuant to Section 177(9) ofthe Act a vigil mechanism is established for directors and employees to report to themanagement instances of unethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism foremployees 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.https://modulex. in/wp-content/uploads/2019/04/Whistle-Blower-Policy-MCTL.pdf

32. REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act theNomination and Remuneration Committee (NRC) is responsible for formulating the criteriafor determining qualification positive attributes and independence of a Director. The NRCis also responsible for recommending to the Board a policy relating to the remuneration ofthe Directors 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 available on the Company'swebsite at https://modulex.in/wp-content/uploads/2019/04/Remuneration-Policy-MCTL.pdf

33. PARTICULARS OF EMPLOYEES

There were no employees during the year under review whoseparticulars are required to be given in the Board's Report in accordance with theprovisions of Section 197 of the Act read with Rule 5(1) & 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime.

There were 2 permanent employees on the rolls of the Company ason 31.03.2019

34. REMUNERATION OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

The remuneration details of Directors Key Managerial Personnel ismentioned in the extract of annual return i.e. MGT-9 annexed as an Annexure to this reporttitled Annexure 5.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR ORCOURT

There are no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status of the Company and itsoperations in future.

36. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act read with the Companies(Cost Records and Audit) Rules 2014 are not applicable and as such your Company is notrequired to appoint Cost Auditor or to maintain Cost records.

36. CORPORATE SOCIAL RESPONSIBILITY

Provision of Section 135 of the Act relating to Corporate socialresponsibility is not applicable on the company for the year under review.

37. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciationfor the co-operation and assistance received from shareholders bankers regulatory bodiesand other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense ofappreciation for the commitment displayed by all executives officers and staff resultingin unflinching focus on business establishment and growth of the Company during the year.

For and on behalf of the Board of Directors of

Modulex Construction Technologies Limited

(Formerly known as Tumus Electric Corporation Limited)

Suchit Punnose Ajay Palekar
Whole Time Director Managing Director
DIN:02184524 DIN: 02708940
Place: Mumbai
Date: November 14 2019