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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 2020-21

To

The Members

The Board of Directors is pleased to present the 36th AnnualReport on the business and operations of your Company along with the audited financialstatements for the financial year ended March 31 2021. The Statement of AccountsAuditors' Report Board's Report and attachment thereto have been prepared inaccordance with the provisions contained in the Companies Act 2013 (the Act) and Rulesmade there under.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended March 312021 is summarized as below:

Particulars Financial Year 2020-21 Financial Year 2019-20
(Rs in Lakhs) (Rs in Lakhs)
Revenue from operations Nil Nil
Interest/ Dividend Income - -
Less: Total Expenditure 4.89 5.78
Profit/(Loss) before Tax (4.89) (5.78)
Less: Tax Expenses
Current Tax - -
Deferred Tax 1.06 0.97
Short Provision of earlier year -
Profit /(Loss) after Tax (3.83) (4.81)
Interim Dividend
Corporate Dividend Tax
Transfer to General Reserve
Earnings Per Share (0.77) (0.96)

2. DIVIDEND & RESERVES:

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

3. SHARE CAPITAL:

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

4. PERFORMANCE AND AFFAIRS OF THE COMPANY:

During the year under review the Company has not received any amountof Income. The Income of the Company in previous year was also NIL. The Company has madean expenditure of Rs.4.89 Lakhs (Previous Year of Rs.5.78 Lakhs) and incurred loss of Rs.3.83 Lakhs (previous Year of Rs. 4.81 Lakhs)

5. DEPOSITS:

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

6. CURRENT STATUS:

The Company is optimistic of growth in the Real Estate Sector and iswaiting for right opportunity to commence the business activity.

7. CHANGES IN THE NATURE OF BUSINESS:

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

8. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURECOMPANIES:

During the year under review your Company did not have any subsidiaryassociate and joint venture Company.

9. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the compliance with the Corporate Governanceprovisions as specified in Regulations 17 to 27 and clause (b) to (i) and (t) ofsub-regulation (2) of Regulation 46 and paras C D and E of Schedule V are not applicableto the Company as the paid up share capital is less than Rs. 10 crores and net worth isalso less than Rs. 25 crores as on the last day of previous financial year. Hence theCompany is not required to furnish Corporate Governance Report for the financial yearunder review.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company is taking all possible steps to grab the opportunities forthe growth of the Company. The risk associated with the business is it external orinternal affects the performance of the Company in a long run. Competition and economicconditions prevailing all over may affect the business of the Company.

The global economies are facing a synchronized slowdown resulting froma variety of factors affecting the world. The outbreak of Corona Virus 2019 (COVID19) hasglobally disrupted people's lives interrupted businesses and jeopardized decades ofdevelopment progress.

COVID-19 has significantly impacted business operation of the RealEstate companies by way of interruption in production supply chain disruptionunavailability of personnel closure / lock down of production facilities etc.

The ongoing Covid 19 outbreak and its impact on economy have pushedsentiment in real estate to its all-time lowest level in the present times. Bothresidential and commercial real estate sectors are expected to be hit in term of launchessales and prices.

Further due to extension of Lockdown due to community spread duringthe period there has been significant volatility in property rates resulting in reductionin property rates.

While the pandemic outbreak could temporarily disrupt the sector thereare certain green shoots in this adverse situation the current situation is expected toopen up a lot of business development opportunities for well capitalized developers alsoCompany expects to do well in the coming years.

The Company has adequate internal control procedures commensurate withthe size of the Company and nature of its business. The internal control system iscontinuously reviewed by the management to ensure orderly and efficient conduct ofbusiness. The system emphasis on the functions of purchase sales finance etc. to adhereto the well-defined corporate policies.

11. CORPORATE SOCIAL RESPONSIBILITY:

The criteria prescribed for the applicability of Corporate SocialResponsibility under Section 135 of the Companies Act 2013 are not applicable to theCompany.

12. OPPORTUNITIES. THREATS. RISKS & CONCERNS:

Your Company is well aware of the risks in the Real Estate Business andonce the business activity will be commenced mechanism for mitigating the risk will beestablished. 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 andthe Company will take required actions as and when the construction or business activitiesare commenced.

14. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

Humans are considered as one of the most critical resources in thebusiness which can be continuously smoothened to maximize the effectiveness of theOrganization. Human resources build the Enterprise and the sense of belonging wouldinculcate the spirit of dedication and loyalty amongst them towards strengthening theCompany's Policies and Systems.

15. DIRECTORS:

(i) RE-APPOINTMENT OF MR. NAINESH K. SHAH AS A DIRECTOR OF THE COMPANYWHO RETIRES BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act2013 and Articles of Association of the Company Mr. Nainesh K. Shah (DIN: 00166112)Managing Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible and not being disqualified under section 164 of the CompaniesAct 2013 offers himself for re-appointment. The Board recommends his re-appointment forthe consideration of the Members of the Company at the ensuing Annual General Meeting ABrief profile of Mr. Nainesh K. Shah has also been provided therein.

(ii) DECLARATION BY AN INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act 2013 the Company hasreceived declarations from all the Independent Directors of the company confirming thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013 and under the SEBI (Listing obligations and DisclosureRequirements 2015 (the Listing regulation).

The Ministry of Corporate Affairs ("MCA") vide NotificationNumber G.S.R. 804(E) dated October 22 2019 and effective from December 01 2019 hasintroduced the provision relating to inclusion of names of Independent Directors in theData Bank maintained by Indian Institute of Corporate Affairs (IICA). All IndependentDirectors of the Company are registered with IICA.

(iii) ANNUAL EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit and Nomination &Remuneration Committees.

The performance evaluation of the Independent Director was carried outby the entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

16. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act 2013the following are the Key Managerial Personnel ("KMP") of the Company as onMarch 31 2021:

Sr. No. Name Designation
1 Mr. Nainesh K. Shahi Managing Director
2 Mr. Kunal Nanaware 2 Chief Financial Officer
3 Ms. Nisha Chavan 3 Company Secretary & Compliance Officer

1 Mr. Nainesh K. Shah Director of the Company designated as a ManagingDirector w.e.f. September 05 2020 for the term of Five Years sequent to the cessation ofMr. Kishor N Shah Managing Director as well as Director of the Company w.e.f. March 282020.

2 Subsequent to the cessation of Mr. Chintan Shah as Chief FinancialOfficer of the Company w.e.f. January 16 2021 Mr. Kunal Nanaware was appointed as ChiefFinancial Officer of the Company designated as KMP with effect from February 11 2021.

3 Subsequent to the cessation of Ms. Harsha Prakash Ahuja as CompanySecretary & Compliance Officer of the Company with effect from December 19 2020 Ms.Nisha Chavan was appointed as Company Secretary & Compliance Officer of the Companyalso designated as KMP with effect from February 11 2021.

17. MEETINGS:

I) BOARD MEETINGS:

During the Financial year total 5 (Five) Meetings of the Board ofDirectors were held i.e. on June 29 2020 September 05 2020 November 06 2020 February11 2021 and March 22 2021 respectively and the proceedings were properly recorded andsigned in the Minutes Book maintained for the purpose. The maximum gap between any twomeetings was less than 120 days. The 35th Annual General Meeting (AGM) was heldon September 30 2020 and the proceedings of the above Meeting were properly recorded andsigned in the Minutes Book maintained for the purpose. The Company has not passed anyresolution 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. Nainesh K. Shah Managing Director 5 of 5 Yes
Mr. Vimal 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 theresponsibility to supervise the Company's financial reporting process and internalcontrols. The composition quorum powers role and scope are in accordance with Section177 of the Act.

During the year ended March 31 2021 4 (Four) Audit Committee Meetingswere held on June 29 2020 September 05 2020 November 06 2020 and February 11 2021respectively.

The composition of the Audit committee and the number of meetingsattended by each member during the year ended March 31 2021 is as follows:

Name of the Member Designation No. of Meetings 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 Companyhas been reporting on quarterly basis the Un-audited Standalone Financial Results asrequired by the Regulation 33 of the Listing Regulations. The Company's quarterlyUn-audited Standalone Financial Results are made available on the website of the Companywww.terraformrealstate.com and are also sent to the Stock Exchange where theCompany's Equity Shares are listed for dissemination at their respective website.

III) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly constituted by the Boardof Directors has a well-defined composition of members and terms of reference inaccordance with Section 178 of the Companies Act 2013.

During the year ended March 31 2021 2 (Two) Nomination &Remuneration Committee Meetings were held on September 05 2020 and February 11 2021respectively.

The composition of the Nomination & Remuneration Committee and thenumber of Meetings attended by each member during the year ended March 31 2021 is asfollows:

Name of the Member Designation No. of Meetings Attended
Mr. Hemal Haria Chairman (Independent) 2 of 2
Mr. Vimal K. Shah Member 2 of 2
Mr. Gautam Rajan Member (Independent) 2 of 2

The Nomination and Remuneration Policy which was approved by the Boardis available on the Company's website and can accessed through the Web Link atwww.terraformrealstate.com.

IV) INDEPENDENT DIRECTORS' MEETING:

During the year under review all Independent Directors met on March22 2021 inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors andthe Board as a whole.

• Evaluation of the performance of the Chairman of the Companytaking into account the Views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeliness offlow of information between the Management and the Board.

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

The Company has a vigil Mechanism/ Whistle Blower policy to deal withinstance of fraud and mismanagement if any. During the year there were no instances inthis regard received by the Company.

19. RISK MANAGEMENT POLICY:

Risk management policy has been developed and implemented. The Board iskept informed of the risk mitigation measures being taken through risk mitigationreport/operation report. There are no current risks which threaten the existence of theCompany.

20. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The details of conservation of energy technology absorption foreignexchange earnings and 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 sizeand nature of the Company's business. To maintain its objectivity and independencethe Audit function reports to the Chairman of the Audit Committee and of the Board.

The internal Auditor monitors and evaluates the efficacy and adequacyof internal control system in the Company its Compliances with operating systemsaccounting procedures and policies.

22. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors they make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the Annual Accounts for the year endedMarch 31 2021 the applicable accounting standards have been followed along with properexplanation relating 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 loss of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for themaintenance 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;

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

e. that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

23. ANNUAL RETURN:

Pursuant to Section 92(3] read with section 134(3)(a) of the CompaniesAct 2013 copies of the Annual Returns of the Company prepared in accordance with Section92(1] of the Act read with Rule 11 of the Companies (Management and Administration) Rules2014 are placed on the website of the Company and is accessible at the web-link:www.terraformrealstate.com.

24. RATIO OF MANAGERIAL PERSONNEL:

(i) As per the provisions of Section 197 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 every listed Company is required to disclose following information in theBoard'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

(ii) PARTICULARS OF REMUNERATION OF EMPLOYEES:

There is no employee drawing the remuneration from the Company.

25. AUDITORS:

(i) STATUTORY AUDITOR:

Messrs M/s. Pulindra Patel & Co. Chartered Accountants havingFirm Registration No. 115187W were appointed as Statutory Auditors of the Company for aperiod of five consecutive years at the Annual General Meeting (AGM) of the Members heldon September 28 2017 on a remuneration mutually agreed upon by the Board of Directors andthe Statutory Auditors. Their appointment was subject to ratification by the Members atevery subsequent AGM held after the AGM held on September 28 2017. Pursuant to theamendments made to Section 139 of the Act by the Companies (Amendment) Act 2017 effectivefrom May 07 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought.

Comments on Auditor's Report:

There are no reservations / qualifications or adverse remarks containedin Auditor's Report for the year ended March 31 2021 which require anyclarifications/ explanation. The Notes on financial statements are self-explanatory andneeds no further explanation.

(ii) SECRETARIAL AUDITOR:

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

The Secretarial Audit Report in Form MR-3 for the financial Year2020-21 is attached as "Annexure A" and forms part of this report.

(iii) INTERNAL AUDITOR:

An Internal Audit was conducted during the year by the InternalAuditor Mr. Raju Koree Chartered Accountant in accordance with the provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014.

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

Except as disclosed elsewhere in this report no material changes andcommitments which could affect the Company's financial position have occurred between theend of the financial year of the Company and date of this report.

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

The Company not being in operation has very few financial transactions.The Managing Director and the Board exercises the strictest Internal Financial Controlswith reference to financial statements. During the year under review no material orserious observation has been reported by the Internal Auditor of the Company forinefficiency or inadequacy of such controls.

28. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the FinancialStatements.

29. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There is no related party transactions entered into by the Companyduring the period under review.

30. SECRETARIAL STANDARDS-TS COMPLIANCE

It is hereby confirmed that the Company has complied with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

31. REPORTING OF FRAUDS

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 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 andhence no disclosure is required as per provisions of Section 43(a)(ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the yearunder review and hence no disclosure is required as per provisions of Section 54(l)(d) ofthe Act read with Rule 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 StockOption Scheme during the year under review and hence no disclosure is required as perprovisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (ShareCapital and Debentures) Rules 2014.

(D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:

No orders have been passed by any Regulator or Court or Tribunal whichcan have an impact 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:

Your company has always believed in providing a safe and harassmentfree workplace for every individual employee working with company. Since there is noemployee in the company your company has been advised that there is no need to frame aPolicy on Prevention and Redressal of Sexual Harassment of women at workplace.

33. LISTING OF SHARES:

The Company's equity shares are listed at BSE Limited and the AnnualListing fees for the year 202021 has been paid.

34. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers Government authorities andvarious stakeholders such as shareholders customers and suppliers among others fortheir support and valuable guidance to the Company. Your Directors also wish to place onrecord their appreciation for the committed services of all the Employees of the Company.

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