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Terraform Magnum Ltd.

BSE: 506162 Sector: Infrastructure
NSE: N.A. ISIN Code: INE122V01010
BSE 05:30 | 01 Jan Terraform Magnum Ltd
NSE 05:30 | 01 Jan Terraform Magnum Ltd

Terraform Magnum Ltd. (TERRAFORMMAGNUM) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2020-21

To

The Members

The Board of Directors is pleased to present the 39th Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended March 31 2021. The Statement of Accounts Auditors' ReportBoard's Report and attachment thereto have been prepared in accordance with the provisionscontained in the Companies Act 2013 [the Act) and Rules made thereunder.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31 2021 is summarized asbelow:

Particulars Financial Year 2020-21 [Rs in Lakhs) Financial Year 2019-20 (Rs in Lakhs)
Revenue from operations Nil Nil
Interest/Dividend Income _ _
Less: Total Expenditure 6.10
Profit/(Loss) before Tax (4.89) (6.10)
Less: Tax Expenses
Current Tax 0.45 1.12
Deferred Tax 4.95 1.36
Short Provision of earlier _ _
Profit /(Loss) after Tax 12.40 3.86
Interim Dividend
Corporate Dividend Tax
Transfer to General Reserve
Earnings Per Share (5.17) (1.46)

2. DIVIDEND & RESERVES:

During the year under review the Company has not transferred any amount to Reserves.Your Directors do not recommend any Dividend for the year under review.

3. SHARE CAPITAL:

There is no change in the Share Capital of the Company during the period under review.

4. PERFORMANCE AND AFFAIRS OF THE COMPANY:

During the year under review the Company has received amount of Rs.22.69 Lakhs(Previous Year of Rs.12.44 Lakhs) by way of Interest. The Company has made an expenditureof Rs. 4.89 Lakhs (Previous Year of Rs. 5.27 Lakhs) and registered a profit of Rs.12.40Lakhs (Previous Year loss of Rs. 3.86 Lakhs).

5. DEPOSITS:

The Company has not accepted and/or renewed Deposit from the public during the yearwithin the meaning of Section 73 and Chapter V of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

6. CURRENT STATUS:

The Company has a Property situated at Kandivali Mumbai and waiting for rightopportunity for its development.

7. CHANGES IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

9. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions as specified inRegulations 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46and paras C D and E of Schedule V are not applicable to the Company as the paid up sharecapital is less than Rs. 10 crores and net worth is also less than Rs. 25 crores as on thelast day of previous financial year. Hence the Company is not required to furnishCorporate Governance Report for the financial year under review.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company is taking all possible steps to grab the opportunities for the growth ofthe Company. The risk associated with the business is it external or internal affects theperformance of the Company in a long run. Competition and economic conditions prevailingall over may affect the business of the Company.

The global economies are facing a synchronized slowdown resulting from a variety offactors affecting the world. The outbreak of Corona Virus 2019 (COVID-19) has globallydisrupted people's lives interrupted businesses and jeopardized decades of developmentprogress.

COVID-19 has significantly impacted business operation of the Real Estate companies byway of interruption in production supply chain disruption unavailability of personnelclosure / lock down of production facilities etc.

The ongoing Covid-19 outbreak and its impact on economy have pushed sentiment in realestate to its alltime lowest level in the present times. Both residential and commercialreal estate sectors are expected to be hit in term of launches sales and prices.

Further due to extension of Lockdown due to community spread during the period therehas been significant volatility in property rates resulting in reduction in propertyrates.

While the pandemic outbreak could temporarily disrupt the sector there are certaingreen shoots in this adverse situation the current situation is expected to open up a lotof business development opportunities for well capitalized developers also Companyexpects to do well in the coming years.

The Company has adequate internal control procedures commensurate with the size of theCompany and nature of its business. The internal control system is continuously reviewedby the management to ensure orderly and efficient conduct of business. The system emphasison the functions of purchase sales finance etc. to adhere to the well-defined corporatepolicies.

11. CORPORATE SOCIAL RESPONSIBILITY:

The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 are not applicable to the Company.

12. OPPORTUNITIES. THREATS. RISKS & CONCERNS:

Your Company is well aware of the risks in the Real Estate Business and once thebusiness activity will be commenced mechanism for mitigating the risk will be established.There are good opportunities in exploiting the Development Rights.

13. SAFETY AND HEALTH:

Safety and Health are the prime focus in the Real Estate Business and the Company willtake required actions as and when the construction or business activities are commenced.

14. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

Humans are considered as one of the most critical resources in the business which canbe continuously smoothened to maximize the effectiveness of the Organization. Humanresources build the Enterprise and the sense of belonging would inculcate the spirit ofdedication and loyalty amongst them towards strengthening the Company's Policies andSystems.

15. DIRECTORS:

(i) RE-APPOINTMENT OF MR. NAINESH K. SHAH AS A DIRECTOR OF THE COMPANY WHO RETIRES RYROTATION:

In accordance with the provisions of section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Nainesh K. Shah (DIN: 00166112) Director ofthe Company will retire by rotation at the ensuing Annual General Meeting and beingeligible and not being disqualified under section 164 of the Companies Act 2013 offershimself for re-appointment. The

Board recommends his re-appointment for the consideration of the Members of the Companyat the ensuing Annual General Meeting . A Brief profile of Mr. Nainesh K. Shah has alsobeen provided therein.

(ii) DECLARATION BY AN INDEPENDENT DIRECTORS:

Pursuant to section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from all the Independent Directors of the company confirming that they meetthe criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013 and under the SEBI (Listing obligations and Disclosure Requirements2015 (the Listing regulation).

The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R.804(E) dated October 22 2019 and effective from December 01 2019 has introduced theprovision relating to inclusion of names of Independent Directors in the Data Bankmaintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors ofthe Company are registered with 1ICA.

(Hi) ANNUAL EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit and Nomination & RemunerationCommittees.

The performance evaluation of the Independent Director was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Directors expressed their satisfaction withthe evaluation process.

16. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel ("KMP") of the Company:

Sr. No. Name Designation
1 Mr. Vimal K. Shah Managing Director
2 Mr. Rajesh Mohanty Chief Financial Officer
3 Mr. Mukesh Gupta Company Secretary & Compliance Officer

17. MEETINGS:

I) BOARD MEETINGS:

During the Financial year total 5 (Five) Meetings of the Board of Directors were heldi.e. on June 29 2020 September 05 2020 November 06 2020 February 11 2021 and March22 2021 respectively and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose. The maximum gap between any two meetings was less than120 days. The 38th Annual General Meeting (AGM) was held on September 30 2020and the proceedings of the above Meeting were properly recorded and signed in the MinutesBook maintained for the purpose. The Company has not passed any resolution by circulation.

The attendance of the Directors at these Meetings was as under:

Name of the Director Designation No. of Board Meetings Attended Attendance at the AGM
Mr. Vimal K. Shah Managing Director 5 of 5 Yes
Mr. Nainesh K. Shah Director 5 of 5 Yes
Mrs. Anjali Bhagia Director 5 of 5 Yes
Mr. Uday Mota Director 5 of 5 Yes
Mr. Hemal R. Haria Independent Director 5 of 5 Yes
Mr. Gautam Rajan Independent Director 5 of 5 Yes

II) AUDIT COMMITTEE:

Audit Committee of the Board of Directors is entrusted with the responsibility tosupervise the Company's financial reporting process and internal controls. Thecomposition quorum powers role and scope are in accordance with Section 177 of the Act.

During the year ended March 31 20214 (Four) Audit Committee Meetings were held onJune 29 2020 September 05 2020 November 06 2020 and February 11 2021 respectively.

The composition of the Audit committee and the number of meetings attended by eachmember during the year ended March 312021 is as follows:

Name of the Member Designation No. of Audit Committee Meeting Attended
Mr. Hemal Haria Chairman (Independent) 4 of 4
Mr. Vimal K. Shah Member 4 of 4
Mr. Gautam Rajan Member (Independent) 4 of 4

The Company follows best practices in financial reporting. The Company has beenreporting on quarterly basis the Un-audited Standalone Financial Results as required bythe Regulation 33 of the Listing Regulations. The Company's quarterly Un-auditedStandalone Financial Results are made available on the website of the Companywww.terraformmagnum.com and are also sent to the Stock Exchange where the Company's EquityShares are listed for dissemination at their respective website.

Ill) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly constituted by the Board of Directorshas a well- defined composition of members and terms of reference in accordance withSection 178 of the Companies Act 2013.

During the Financial Year 2020-21 there was no such Committee meeting held.

The Composition of the Nomination and Remuneration Committee as at March 31 2021 isas follows:

Sr. No. Name of the Member Designation
1. Mr. Hemal R. Haria Chairman and Non-Executive Independent Director
2. Mr. Nainesh K. Shah Member
3. Mr. Gautam Rajan Member and Non-Executive Independent Director

The Nomination and Remuneration Policy which was approved by the Board is available onthe Company's website and can accessed through the Web Link at www.terraformmagnum.com.

IV) INDEPENDENT DIRECTORS' MEETING:

During the year under review all Independent Directors met on March 22 2021inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board as awhole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the Views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeliness of flow ofinformation between the Management and the Board.

18. VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has a vigil Mechanism/ Whistle Blower policy to deal with instance of fraudand mismanagement if any. During the year there were no instances in this regardreceived by the Company.

19. RISK MANAGEMENT POLICY:

Risk management policy has been developed and implemented. The Board is kept informedof the risk mitigation measures being taken through risk mitigation report/operationreport. There are no current risks which threaten the existence of the Company.

20. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A. CONSERVATION OF ENERGY During the Financial Year under review the Company has not carried out any commercial activity.
B. TECHNOLOGY ABSORPTION ADAPTATIONS & INNOVATIONS Nil
C. FOREIGN EXCHANGE EARNIGS Nil
D. FOREIGN EXCHANGE OUTGO Nil
E. EXPORT EFFORTS The Company is yet to commence Real Estate business activities. Considering the nature of business activities there are no exports transactions for the year under review.

21. INTERNAL CONTROL SYSTEMS:

The Company has an internal control system commensurate with the size and nature ofthe Company's business. To maintain its objectivity and independence the Audit functionreports to the Chairman of the Audit Committee and of the Board.

The internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its Compliances with operating systems accountingprocedures and policies.

22. DIRECTOR'S RESPONSIBILITY STATEMENT;

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors they make the following statements in termsof Section 134(3) (c) of the Companies Act 2013:

a. that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

23. ANNUA!. RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns of the Company prepared in accordance with Section 92(1) ofthe Act read with Rule 11 of the Companies (Management and Administration) Rules 2014 areplaced on the website of the Company and is accessible at the web-link:www.terraformmagnum.com.

24. RATIO OF MANAGERIAL PERSONNEL:

(i) As per the provisions of Section 197 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 every listedCompany is required to disclose following information in the Board's Report:-

Parameters Disclosures
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; There is no remuneration drawn by the directors of the Company.
(ii) The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year. There is no remuneration drawn by the directors Chief Financial Officer Company Secretary or Manager of the Company.
(iii) The percentage increase in the median remuneration of employees in the financial year; No remuneration is paid by the Company during the financial year. All the employees are out sourced.
(iv) The number of permanent employees on the rolls of the company; There are no permanent employees on the payrolls of the Company.
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Not applicable
vi) Affirmation that the remuneration is as per the remuneration policy of the Company. Not relevant

25. AUDITORS:

(i) STATUTORY AUDITOR:

Messrs M/s. Pulindra Patel & Co. Chartered Accountants having Firm RegistrationNo. 115187W were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the Annual General Meeting (AGM) of the Members held on September 282017 on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 28 2017. Pursuant to the amendments made toSection 139 of the Act by the Companies (Amendment) Act 2017 effective from May 07 2018the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.

Comments on Auditor's Report:

There are no reservations / qualifications or adverse remarks contained in Auditor'sReport for the year ended March 31 2021 which require any clarifications/ explanation.The Notes on financial statements are self-explanatory and needs no further explanation.

(ii) SECRETARIAL AUDITOR:

A secretarial Audit was conducted during the year by the Secretarial Auditor M/s.Dholakia & Associates LLP Company Secretaries in Practice Mumbai in accordance withprovisions of section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report in Form MR-3 for the financial Year 2020-21 is attached as"Annexure A" and forms part of this report.

(iii) INTERNAL AUDITOR:

An Internal Audit was conducted during the year by the Internal Auditor Mr. RajuKoree Chartered Accountant in accordance with the provisions of Section 138 of theCompanies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014.

26. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE AND DATE OF THE REPORT:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company not being in operation has very few financial transactions. The ManagingDirector and the Board exercises the strictest Internal Financial Controls with referenceto financial statements. During the year under review no material or serious observationhas been reported by the Internal Auditor of the Company for inefficiency or inadequacy ofsuch controls.

28. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Financial Statements.

29. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There is no related party transaction entered into by the Company during the periodunder review.

30. SECRETARIAL STANDARDS-ITS COMPLIANCE

It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed there under.

32. GENERAL DISCLOSURES:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights and hence no disclosureis required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debentures) Rules 2014.

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review andhence no disclosure is required as per provisions of Section 54(l)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no disclosure is required as per provisions of Section62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures)Rules 2014.

(D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The matter with respect to the Plot of Land situated at Kandivali is pending before theHon'ble Bombay High Court and Hon'ble Supreme Court and the said Plot of Land is yet notdeveloped.

The details of this transaction prescribed in Note.3 of the Financial Statements of theCompany.

(E) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION PROHIBITION& REDRESSAL ACT 2013:

Your company has always believed in providing a safe and harassment free workplace forevery individual employee working with company. Since there is no employee in the companyyour company has been advised that there is no need to frame a Policy on Prevention andRedressal of Sexual Harassment of women at workplace.

33. LISTING OF SHARES:

The Company's equity shares are listed at BSE Limited and the Annual Listing fees forthe year 2020-21 has been paid.

34. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers Government authorities and various stakeholderssuch as shareholders customers and suppliers among others for their support andvaluable guidance to the Company. Your Directors also wish to place on record theirappreciation for the committed services of all the Employees of the Company.

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