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Terrascope Ventures Ltd.

BSE: 513305 Sector: Others
NSE: N.A. ISIN Code: INE346M01022
BSE 00:00 | 27 Feb 10.30 0
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NSE 05:30 | 01 Jan Terrascope Ventures Ltd
OPEN 10.30
PREVIOUS CLOSE 10.30
VOLUME 20
52-Week high 119.00
52-Week low 10.30
P/E 34.33
Mkt Cap.(Rs cr) 17
Buy Price 11.90
Buy Qty 3.00
Sell Price 10.30
Sell Qty 24100.00
OPEN 10.30
CLOSE 10.30
VOLUME 20
52-Week high 119.00
52-Week low 10.30
P/E 34.33
Mkt Cap.(Rs cr) 17
Buy Price 11.90
Buy Qty 3.00
Sell Price 10.30
Sell Qty 24100.00

Terrascope Ventures Ltd. (TERRASCOPEVEN) - Director Report

Company director report

To THE MEMBERS OF THE COMPANY

Your Directors have pleasures in submitting their 31st Annual report of the companyalong with the Audited Financial Statements for the year ended 31st March 2019.

FINANCIAL RESULTS:

Particulars 2018-19 2017-18
(Rs. In Lacs) (Rs. In Lacs)
Revenue from sale of Commodity 205.360 99.367
Revenue from interest income 70.359 33.713
Total Operation Revenue 275.719 133.080
Revenue from other income 0.800 0.400
Total revenue 276.518 133.480
Profit before depreciation & tax 1.05 6.75
Depreciation 0.057 0.17
Interest - 0.006
Profit after Depreciation & Interest 0.993 6.57
Provision for Taxation 0.258 2.167
Provision for Tax (deferred) 4.219 0.020
Tax Adjustment for earlier years - -
Profit / Loss after Tax (3.484) 4.400
Other Comprehensive Income/ Loss 152.332 58.679
Total Comprehensive Incom / Loss 155.840 63.078
EPS -0.02 0.382

PERFORMANCE REVIEW:

During the year ended 31st March 2019 your Company reported total revenue of Rs.276.518 Lakhs as compared to Rs. 133.480 Lakhs in the previous year and therebyregistering a increase which is almost doubled as compared to last year. The company havenet loss of Rs. 3.484 Lakhs as compared to net profit of 4.400 Lakhs in the previous year.The management do their best efforts to minimise the loss of the company.

DIVIDEND:

In view of losses during the year your Directors have not recommended any dividend onEquity Shares for the year under review.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 of the Companies Act 2013 Mr. Shyamsingh Rajmani Singh retireby rotation and being eligible offered himself for re- appointment. If re-appointed hewill continue as director of the Company.

As required under Regulation 30 of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 with the stock exchanges the information on theparticulars of directors proposed for appointment/re-appointment has been given in thenotice of annual general meeting.

DEPOSITS:

During the year Company has not invited/accepted any deposits from the public underthe Companies Act 2013.

PARTICULARS OF LOANS GUARANTESS AND INVESTMENTS:

Detailsof investments covered under Section 186 of the Companies Act 2013 ("theAct") will be produced for verification to the members at the Registered office ofthe company on their request.

DIRECTORS' RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2019 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability 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 of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company neither has any Subsidiary Company nor any Associate Company.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND:

During the year under review the Company was not required to transfer any amount inthe Investor's Education and Protection Fund.

DECLARATION OF INDEPENDENT DIRECTORS':

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 as well as under SEBI (LODR) Regulations 2015 and the Board is alsoof the opinion that the Independent Directors fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Independent Directors.

POLICIES ON DIRECTORS' APPOINTMENT & REMUNERATION

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard.The policy is available on the website of the companyvizwww.moryoindustries.wordpress.com

EVALUATION OF BOARD OF DIRECTORS':

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process

STATUTORY AUDITORS':

M/s. R. Soni &Co Chartered Accountants having Registration No. 130349W who areStatutory Auditor of the Company has express his unwillingness to continue as statutoryauditor of the company which lead to casual vacancy and hence M/s Dassani and AssociatesFRN: 009096C who has submitted their consent and eligibility certificate under section 139and sec 141 of the Companies Act 2013 has been appointed in the Board Meeting held on13.08.2019 to fill the casual vacancy and to hold the office from the conclusion of thisAnnual GeneralMeeting till the conclusion of next Annual General Meeting of the Companysubject to approval of members in this AGM.

AUDITORS' REPORT:

There are no qualifications reservations or adverse remarks made Statutory Auditorsexcept one observationabout loans given to few parties wherein interest is not charged intheir report for the financial year ended March31 2019.

The management inform that these loans are old and to recover the principal amount fromthem is very difficultand in order to avoid bad debt of this loan Company has not chargedinterest but company will take note infuture.Observations made in the Auditors' Reportare self-explanatory and therefore do not call for any further comments under Section134(1) of the Companies Act 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Paresh Pandya Company Secretary in Practice to conduct the SecretarialAudit for the financial year 2018-19. The Secretarial Audit Report as received from Mr.Paresh Pandya is appended to this Report as Annexure I.

COMMENTS/EXPLANATIONS/REMARKS/OBSERVATIONS/QULIFICATION MADE BY SECRETARIAL AUDITORS:

Mr. Paresh Pandya Company Secretary in Practice appointed for Secretarial Audit ofyour Company pursuant to the requirements of Section204(1) of the Act and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014 to conductthe Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report asreceived- from Mr. Paresh Pandya is appended to this Report as Annexure I.

There are no qualifications reservations or adverse remarks made Secretarial Auditorsin their report for thefinancial year ended March 31 2019.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act 2013 theCompany has appointed anInternal Auditor who reports to the Audit Committee. Quarterlyinternal audit reports are submitted to the AuditCommittee which reviews the audit reportsand suggests necessary action.

CERTIFICATE ON NON DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practising Company Secretary that none of theDirectors on the Board of the Company are disqualified as on 31.03.2019 in accordance withRegulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 annexedas Annexure IV.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.

It monitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

BOARD MEETINGS:

The Company holds at least four Board meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Thedecisions and urgent matters approved by way of circular resolutions if any are placedand noted at the subsequent Board meeting.

During the financial year 2018-19Five (5) Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015. For details of the meetings of the boardalong with the attendance of the respective Directors please refer to the CorporateGovernance Report forming part of this Annual Report.

BOARD COMMITTEES:

The Company has a duly constituted Audit Committee as per the provisions of Section 177of Companies Act 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure)Requirement Regulations 2015 with the stock exchanges. The Board of Directors hasconstituted two other committees namely - Nomination and Remuneration Committee andStakeholders' Relationship Committee which enables the Board to deal with specific areas/ activities that need a closer review and to have an appropriate structure to assist inthe discharge of their responsibilities.

The details of the composition of the Audit Committee along with that of the otherBoard committees and their respective terms of reference are included in the CorporateGovernance Report forming part of this Annual Report.

The Audit Committee and other Board Committees meet at regular intervals and ensure toperform the duties and functions as entrusted upon them by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure II.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2019 in the prescribed form MGT 9 forms part of thisreport and is annexed as Annexure III. Our Website iswww.moryoindustries.wordpress.com/copy of the annual return is placed on the web site.

POSTAL BALLOT:

No postal Ballot was held during the year 2018-19.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONEENL) RULES 2014

Ratio of remuneration of each director to the median remuneration of the employees ofthe company for the year 2018-2019

Sr. No Name & Designation Remuneration Received (In Rs. Lakh) Ratio to median remuneration
1. Mr. Prasad Raghunath Budhakar - ED 180000 0.77
2. Mr. Shyamsingh R Singh- ED 84000 1.67
3. Mr. Ajay Kumar Pal- CS 318745 0.44

Note:

- All appointments are / were non-contractual.

- Remuneration as shown above comprises of Salary Leave Salary Bonus Leave TravelAssistance Medical Benefit House Rent Allowance Perquisites and Remuneration on Cashbasis

- The median remuneration of employees of the Company during the financial year was Rs.- There were 6 employees on the rolls of Company as on March 31 2019.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 aseparate section titled 'Report on Corporate Governance' and 'Management Discussion andAnalysis' forms part of this Annual Report. The Report on Corporate Governance alsoincludes certain disclosures that are required as per Companies Act 2013.

Auditors' Certificate confirming compliance with the conditions of Corporate Governanceas stipulated under regulations of SEBI (Listing Obligation & Disclosure Requirement)Regulations 2015 also forms part of this Annual Report.

SHARE CAPITAL

During the year under review the Company neither increased nor decreased its Equity.RISK MANAGEMENT POLICY:

Your Company has formulated and adopted a Risk Management Policy which covers aformalized Risk Management Structure along with other aspects of Risk Management i.e.Credit Risk Management Operational Risk Management Market Risk Management and EnterpriseRisk Management. The Risk Management Committee of the Board on periodic basis overseesthe risk management systems processes and minimization procedures of the Company.

HUMAN RESOURCES:

Your Company believes that its employees are one of the most valuable assets of theCompany. During the year under review the Company organized various training programs atall level to increase the skill of the employees. The employees are deeply committed tothe growth of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism thatencourages and supports its Directors and employees to report instances of unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. It also provides for adequate safeguards against victimization of personswho use this mechanism and direct access to the Chairman of the Audit Committee inexceptional cases. The details of the same are provided in Corporate Governance Reportforming part of this Annual Report. The policy is available on the website of the companywww.moryoindustries.wordpress.com

During the financial year 2018-19 no cases under this mechanism were reported in theCompany.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The Company has in place a Policy on Prevention Prohibition &Redressal of SexualHarassment of Women at Workplace. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. The policy is available on thewebsite of the company www.moryoindustries.comorhttps://moryoindustries.files.word-press.com/2015/07/sexual-harassment-policy_moryo.pdf

During the financial year 2018-19 no cases in the nature of sexual harassment werereported at any workplace of the company.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

The Company does not fall under any of the Industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of Disclosure in relations to theconservation of energy technology absorption and foreign exchange earnings and outgo arenot applicable to it.

Particulars 2018-19 2017-18
Conservation of Energy NIL NIL
Technology Absorption NIL NIL
Foreign Exchange Earnings & Outgo NIL NIL

INDUSTRIAL RELATIONS:

During the year under review your company enjoyed cordial relationships with workersand employees at all the levels.

LISTING OF SHARES:

The shares of the Company are listed on BSE. SEBI had suspended the trading in theshares of the Company due to Surveillance Measure vide its ex-parte interim order dated4th December 2014. The company placed in Stage III of GSM framework w.e.f. Monday i.e.June 18 2018 and later was move out of stage III of GSM framework pursuant to exchangenotice number 20181214-47 dated 14thDecember 2018 and the trading of the scrip of thecompany has been started traded from 15thJanuary 2019.

The Company has paid the listing fees as payable to the BSE Ltd for the financial year2019-20 on time.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 and ChiefExecutive Officer declaration about the Code of Conduct is Annexed to this Report.

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

There are not significant and material orders passed by the regulators or courts ortribunals that would impact on going concern of the Company and its future operationsduring the Financial Year 2018-19.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the companies Act 2013 every company shall require toconstitute a corporate social responsibility committee who cross the threshold limit asprescribed under the Act. So accordingly these provisions our company does not fall underthe said limit as prescribed. Thusyour company do not required to constitute the committeeduring the Financial Year 2018-19.

APPRECIATION &ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Company's CustomersBankers and others for their continued support and faith reposed in the Company. The Boardalso places on record its deep appreciation for the dedication and commitment of theemployees at all levels. The Directors would also like to thank BSE Ltd. NationalSecurities Depository Limited Central Depository Services (India) Limited our RTA M/s.Purva Share Registry (India) Pvt Ltd for their co-operation.

BY ORDER OF THE BOARD

For Moryo Industries Limited

SD/- SD/-
Prasad Budhakar PallaviGirkar
Whole Time Director) (Director)
DIN: 07456374 DIN: 07456394
Place: Mumbai
Date: 13/08/2019