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Terraform Realstate Ltd.

BSE: 512157 Sector: Infrastructure
NSE: N.A. ISIN Code: INE123V01018
BSE 05:30 | 01 Jan Terraform Realstate Ltd
NSE 05:30 | 01 Jan Terraform Realstate Ltd

Terraform Realstate Ltd. (TERRAFORMREAL) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2019-20

To

The Members

The Board of Directors is pleased to present the 35lh Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2020. The Statement of Accounts Auditors'Report Board's Report and attachment thereto have been prepared in accordance with theprovisions contained in the Companies Act 2013 (the Act) and Rules made thereunder.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year 2019-2020 under reviewalong with previous year's figures is stated below:

(Rs. in Lakhs)

Particulars For the year ended 31.03.2020 (Amount in Rs.) For the year ended 31.03.2019 (Amount in Rs.)
Revenue from operations Nil Nil
Interest/ Dividend Income - "
Less: Total Expenditure 5.78 5.09
Profit/(Loss) before Tax (5.78) (5.09)
Less: Tax Expenses
Current Tax - -
Short/ (Excess) provision of earlier year
Deferred Tax 0.97 1.09
Profit /(Loss) after Tax (4.81) (4.00)
Less: Investment written off - "
Total profit/ (Loss) (4.81) (4.00)
Earnings Per Share (0.96) (0.80)

2. PERFORMANCE AND AFFAIRS OF THE COMPANY:

During the year under review the Company has not received any amount of Income. TheIncome of the Company in previous year was also NIL.The Company has made an expenditure ofRs.5.78 Lacs (Previous Year Rs. 5.09 Lacs) and incurred loss of Rs. 4.81 Lacs (PreviousYear Profit of Rs. 4.00 Lacs).

3. DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

4. CURRENT STATUS:

The Company is optimistic of growth in the Real Estate Sector and is waiting for rightopportunity to commence the business activity.

5. CHANGES IN THE NATURE OF BUSINESS:

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

6. SHARE CAPITAL:

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

7. 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:

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe balance sheet relates to and the date of the report.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT 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) of sub-regulation (2) of regulation 46 andparas 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. Elence 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 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 (COVID19) 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 Covidl9 outbreak and its impact on economy have pushed sentiment in realestate to its all-time lowest level in the present times. . Both residential andcommercial real estate sectors are expected to be hit in term of launches sales andprices.

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 revi ewedby 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. SHARE TRANSFER AGENT:

The Company has appointed Satellite Corporate Services Private Limited (SCSPL) as theRegistrar & Transfer Agent (RTA) having registered address at:

Office no.106 & 107

Dattani Plaza East West Compound

Andheri Kurla Road Safedpul Sakinaka- Mumbai-400072.

Ph. Nos: 022 28520461/462 .

Email Id : service@satellitecorporate.com

For share registry work pertaining to share capital of the Company held in bothphysical and electronic mode. _ -

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENT OF MR. UDAY MOTA (DIN: 08635338) AS A DIRECTOR OF THE COMPANY:

The Board of Directors at their meeting held on 03rd January 2020appointed Mr. Uday Mota (DIN: 08635338) as Additional Director (in the category ofNon-Executive-Non Independent Director) of the Company with effect from 03rdJanuary 2020 on the recommendation of Nomination and Remuneration Committee.

He holds office up to the date of the ensuing Annual General Meeting.

RESIGNATION OF MR. HITESH GOHIL (DIN: 079099313) AS A DIRECTOR OF THE COMPANY:

During the year under review Mr. Hitesh Gohil (DIN:079099313) tendered his resignationas a Director (Non-Executive-Non Independent)of the Company which was accepted by theBoard of Directors with effect from 03rd January 2020.

The Board has placed on record its appreciation for the services rendered by him duringhis tenure as Director of the Company.

RESIGNATION OF MR. KISHOR N. SHAH (DIN:00715505) AS MANAGING DIRECTOR AND DIRECTOR OFTHE COMPANY:

During the year under review Mr. Kishor N. Shah (DIN: 00715505) was re-appointed asManaging Director by the Board of Directors of the Company at its meeting held on 13thFebruary 2020 for further period of five years i.e. from 1st April 2020 to 31st March2025.

Owing to pandemic of COVID 19 and to strict norms prevailing outside for SeniorCitizens likely to continue for months Mr. Kishor N Shah (DIN: 00715505) tendered hisresignation as Managing Director and Director which was accepted by the Board ofDirectors with effect from 28lh March 2020.

The Board has placed on record its appreciation for the services rendered by him duringhis tenure as Managing Director and Director of the Company.

APPOINTMENT OF MR. NAINESH IC SHAH (DIN:00166112) as MANAGING DIRECTOR OF THE COMPANY

On the recommendation of Nomination & Remuneration Committee & recommended bythe Board of Directors Mr. Nainesh K. Shah (DIN:00166112) has been appointed as theManaging Director of the Company for a term of Five (5) years with effect from 05lh September2020 up to 04th September 2025 without remuneration to look after day to dayaffairs of the Company subject to the approval of the members in the ensuing AnnualGeneral Meeting of the Company and who is subject to liable to retire by rotation.

RE-APPOINT MR. GAUTAM RAJAN (DIN:00060730) AS INDEPENDENT DIRECTOR OF THE COMPANY FORTHE SECOND TERM OF FIVE YEARS:

On the recommendation of Nomination & Remuneration Committee & by of Board ofDirectors at its meeting held on 13th February 2020 Mr. Gautam Rajan (DIN: 00060730) hasbeen re-appointed as the Independent Director of the Company for second term of Five (5)years with effect from 01st April 2020 up to 31st March 2025 subject to the approval ofthe members in the ensuing Annual General Meeting of the Company and who is subject toliable to retire by rotation.

RE-APPOINT MR. HEMAL HARIA (DIN:03644544) AS INDEPENDENT DIRECTOR OF THE COMPANY FORTHE SECOND TERM OF FIVE YEARS:

On the recommendation of Nomination & Remuneration Committee & by of Board ofDirectors at its meeting held on 13th February 2020 Mr. Hemal Haria (DIN: 03644544) hasbeen re-appointed as the Independent Director of the Company for second term of Five (5)years with effect from 01st April 2020 up to 31st March 2025 subject to the approval ofthe members in the ensuing Annual General Meeting of the Company and who is subject toliable to retire by rotation.

(I) 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).

In compliance with the rule 6(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 all our independent directors have registered themselves with theIndian Institute of Corporate Affairs as per rule 6(4) of the Companies (Appointment andQualification of Directors) Rules 2014 and will appear for the proficiency Test withinthe stipulated time.

(II) 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.

17. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial year 2019-2020 the Board of Directors of the Company met 6 (Six)times respectively on 22nd May 2019 13th August 2019 20thAugust 2019 13th November

2019 03rd January 2020 & 13th February 2020 during thefinancial year ended 31st March

2020. The proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose. The maximum gap between any two meetings was less than 120 days. TheCompany has not passed any resolution by circulation.

The 34th Annual General Meeting (AGM) was held on 26th September2019 and the proceedings of the above Meetings were properly recorded and signed in theMinutes Book maintained for the purpose.

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

Name of the Director Designation Number of Board Meetings attended Attendance at the AGM
Mr. KishorN. Shah* Managing Director 6 Yes
Mr. Vimal K. Shah Director 6 Yes
Mr. Nainesh K. Shah Director 6 Yes
Mr. Hitesh Gohil ** Director 5 _
Mr. Uday Mota*** Director 1 _
Mrs. Anjali G. Bhagia Women Director 6 Yes
Mr. Hemal R. Haria Independent Director 6 Yes
Mr. Gautam Raj an Independent Director 6 No

* Resigned as Managing Director & Director with effect from 28th March2020

** Resigned as a Director with effect from 03'd January 2020

***Appointed as a Director With effect from 03'd January 2020

AUDIT COMMITTEE:

During the year ended 31st March 2020 4 (Four) Audit Committee Meetings were held on22nd May 2019 13th August 2019 13th November 2019& 13th February 2020 respectively.

The composition of the Audit committee and the number of meetings attended by eachmember during the year ended 31st March 2020 is as follows:

Name of the Member

Designation

No. of Meetings held- 4
Attended
Mr. Hemal Haria Chairman (Independent) 4
Mr. Vimal K. Shah Member 4
Mr. Gautam Raj an Member (Independent) 4

The Audit Committee policy which was approved by the Board is available on theCompany's website and a copy of the policy is annexed as Annexure "A" whichforms part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

During the year ended 31st March 2020 1 (One) Nomination and RemunerationCommittee meeting were held 03rd January 2020.

The composition of the Nomination and Remuneration Committee and the number of meetingattended by each member during the year ended 31st March 2020 is as follows:

Name of the Member

Designation

No. of Meetings held-1
Attended
Mr. Hemal Haria Chairman 1
Mr. Vimal K. Shah Member 1
Mr. Gautam Raj an Member 1

The Nomination and remuneration policy which was approved by the Board is available onthe Company's website and a copy of the policy is annexed as Annexure "B" whichforms part of this report.

INDEPENDENT DIRECTORS' MEETING:

During the year under review all Independent Directors met on 13thFebruary 2020 inter- 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. SECRETARIAL STANDARDS:

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.

19. 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.

20. RISK MANAGEMENT POLICY:

The Company does not require any Risk management policy as the elements of riskThreatening the Company's existence are very minimal.

21. 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:

1. Conservation Of Energy During the Financial Year under review the Company has not carried out any commercial activity.
2. Technology Absorption Adaptations & Innovations Nil
3. Foreign Exchange Earnings Nil
4. Foreign Exchange Outgo Nil
5. Export Efforts N.A.

22. 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.

23. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013 and hereby confirm that:-

a. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; if any

b. The directors had selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfail- view of the state of affairs of the Company as at 31st March 2020 and ofthe loss of the Company for that period;

c. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the relevant Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That the accounts are prepared on a going concern basis;

e. They had laid down proper internal financial control systems to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

f. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

24. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in Form MGT-9 for the financial year ended 31stMarch 2020 made under the provisions of Section 92(3) of the Act is annexed as "AnnexureC" which forms part of this Report and is also available on the website of theCompany.

25. 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
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.
The percentage increase in remuneration of each director or Key Managerial Person (ICMP) if any in the financial year. There is no remuneration drawn by the directors or any Key Managerial (ICMP) of the Company.
The percentage increase in the median remuneration of employees in the financial year; No remuneration is paid by the Company during the financial year of the Company. All the employees are out sourced.
The number of permanent employees on the rolls of the company; There are no permanent employees on the payrolls of the Company.
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with he 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
Affirmation that the remuneration is as per the remuneration policy of the company. Not relevant

(ii) Particulars of remuneration of employees:

There is no employee drawing the remuneration from the Company.

26. AUDITORS:

(i) STATUTORY AUDITOR:

The Statutory Auditors of the Company Namely M/s. Pulindra Patel & Co. CharteredAccountants having Firm Registration No. 115187W were appointed for a period of fiveyears at the 32nd Annual General Meeting held on 28th September2017.

Comments on Auditor's Report:

There were no reservations / qualifications or adverse remarks contained in Auditor'sReport for the year ended 31st March 2020 which require any clarifications/explanation. The Notes on financial statements are self-explanatory and needs no furtherexplanation.

(ii) SECRETARIAT 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 Personnel) Rules 2014.

Further M/s. Dholakia & Associates LLP Secretarial Auditor are re-appointed asStatutory Auditors of our Company at the Board Meeting held on 29th June 2020 for thesecond term of five consecutive years starting from the Financial Year 2020 upto Financialyear ending as on 2025.

Comments on Auditor's Report:

There were no reservations / qualifications or adverse remarks contained in SecretarialAuditor's Report for the year ended 31st March 2020 except:

"The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors except that theCompany did not have requisite number of independent Directors from 1st April 2019 to27th March2020 The Changes in the composition of Board of Directors that took placeduring the period under review were carried out in compliance with the provisiQps^ofjheAct. "

Clarification by Management on above:

The Company has already rectified above query raised by Secretarial Auditor M^here ason date the composition of Board stands adequate as per Companies Act 2013.

The Secretarial Audit Report for the financial Year 2019-20 is attached as "AnnerxureD" and forms part of this report.

(iii) INTERNAL AUDITOR:

Mr. Raju Kore Chartered Accountant is appointed as the Internal Auditor of the Companyin accordance with the provisions of Section 138 of the Companies Act 2013 read with Rule13 of the Companies (Accounts) Rules 2014.w.e.f. 22nd May 2019 in place ofMr. Amol Bhokare who resigned as the Internal Auditor w.e.f 30th April 2019.

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. PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013 :

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 transactions entered into by the Company during the periodunder review.

30. 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 Debenture) 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(1) (d) of the Act readwith Rule 8(13) of the Companies (Share Capital and Debenture) 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(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)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:

No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.

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

The 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 companyour company has been advised that there is no need to frame a Policy on Prevention andRedressal of Sexual Harassment of women at workplace.

31. LISTING OF SHARES:

The Company's equity shares are listed at BSE Limited and the Annual Listing fees forthe year 2019-20 has been paid.

32. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers Government authorities and various stakeholderssuch as shareholders customers and suppliers among others for their support and valuableguidance to the Company.

For and on behalf of the Board of Directors

Vimal K. Shah Nainesh K. Shah
Director Managing Director
DIN:00716040 DIN:00166112
Place: Mumbai
Date: 0f 2^)22?