THE MEMBERS OF THE COMPANY
Your Directors have pleasures in submitting their 32nd Annual report of the companyalong with the Audited Financial Statements for the year ended 31st March 2020.
|Particulars ||2019-20 ||2018-19 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Revenue from sale of Commodity ||295.000 ||205.360 |
|Revenue from interest income ||71.069 ||70.359 |
|Revenue from Services ||387.810 ||0.00 |
|Total Operation Revenue ||753.879 ||275.719 |
|Revenue from other income ||0.533 ||0.800 |
|Total revenue ||754.412 ||276.518 |
|Profit before depreciation & tax ||(7.248) ||1.05 |
|Depreciation ||0.00 ||0.057 |
|Interest ||0.00 ||- |
|Profit after Depreciation & Interest ||(7.248) ||0.993 |
|Provision for Taxation ||0.00 ||0.258 |
|Provision for Tax (deferred) ||0.00 ||4.219 |
|Tax Adjustment for earlier years ||0.51 ||- |
|Profit / Loss after Tax ||(7.763) ||(3.484) |
|Other Comprehensive Income/ Loss ||(61.684) ||152.332 |
|Total Comprehensive Income / Loss ||(69.447) ||155.840 |
|EPS ||(0.42) ||(0.94) |
During the year ended 31st March 2020 your Company reported total revenueof Rs. 754.412 Lakhs as compared to Rs. 276.518 Lakhs in the previous year and therebyregistering a increase as compared to last year. The company have net loss of Rs. 7.763Lakhs as compared to previous year netloss of 3.484 Lakhs. The management do their bestefforts to minimise the loss of the company.
In view of losses during the year your Directors have not recommended any dividend onEquity Shares for the year under review.
CHANGE IN NAME OF THE COMPANY:
During the year under review the Company has change its name from MORYO INDUSTRIESLIMITED to "TERRASCOPE VENTURES LIMITED" and obtained all necessary approvalsand also approval from the Shareholders of the Company in the previous 31STAnnualGeneral Meeting held on 30th September 2019.
CHANGE IN MEMORANDUM OF ASSOCIATION
In addition to the existing business activities company has enhanced its business toensure growth momentum and overall enhancement of shareholder value by diversifying itsbusiness into commercial activities in Sports and Entertainment. Therefore required toalter the main object of the Company.
The Company has obtained all necessary approvals from the government regulatory andalso approval from the Shareholders of the Company in the previous 31STAnnualGeneral Meeting held on 30th September 2019.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Prasad Budhkar Whole time Director of the companyand Mr. Shyamsingh R Singh Executive Director & CFO of the company resigned w.e.f 14thAugust 2020 and 02nd September 2020 respectively due to their pre occupationelsewhere. The Board of Directors of the Company appreciates the Contribution made by themduring their association with the company.
During the year On the recommendation of the Nomination & Remuneration Committeethe Board inducted Mr. Yatin Sunder Rao and Mr. Tarun Sangtani has been appointed as anAdditional Executive Directors of the Company. The Company has received notice frommember(s) signifying their intention to propose the appointment of Mr. Yatin Sunder Raoand Mr. Tarun Sangtani as Executive Directors of the Company.
The Board at its Meeting held on 02ND September 2020 and pursuant torecommendation of Nomination and Remuneration Committee of the Company recommendstoappoint Mr. Byju Nair (Din06919679) for a period of 5 years effective from 2ndSeptember 2020 to 1st September 2025as a Whole Time Director of theCompanyliable to retire by rotation subject to approval of the Members.
The Board at its Meeting held on 02nd September 2020 and pursuant torecommendation of Nomination and Remuneration Committee and taking into account thereport of performance evaluationre-appointed Mrs. Pallavi Girkar(Din 07456334)as anIndependent Director for second consecutive 5 years w.e.f 02/03/2021 to 01/03/2026.
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/reappointment has been given in thenotice of annual general meeting.
Pursuant to Section 203 of the Companies Act 2013 Board appointed Mr. Ajay Kumar Palas the Company secretary and compliance officer of the company resigned w.e.f. 31stJuly 2019 and Board pursuant to section 203 of the Companies Act 2013 appointed Mr.Davendra Kumar as Company Secretary and Compliance officer w.e.f. 13thNovember 2019 also resigned w.e.f. 11th February 2020.
Further the Board of Directors and on recommendation of Nomination and RemunerationCommittee in their meeting held on 14th August 2020 appointed Mr. MushahidAhmed Khan as Company Secretary & Compliance Officer w.e.f 10th August2020.
CHANGE IN REGISTERED OFFICE
The Board of Directors in their Meeting held on 2nd September 2020 proposedand approved change of registered office of the Company from Shop No. 52 /A 1stfloor Om Heera Panna Premises Behind Oshiwara Police Station Andheri (West) Mumbai MH400053 IN to Office No. 203 2nd Floor Reliable Business Centre CommercialPremises CHSL OppHeera Panna Mall Anand Nagar Oshivara Jogeshwari (West) Mumbai MH400102 IN subject to necessary approval and filing of Forms with Registrar of Companies.
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 March2020 the applicable accounting standards have been followed. b) Accounting policiesselected were applied consistently. Reasonable and prudent judgments and estimates weremade so as to give a true and fair view of the State of affairs of the corporation as atthe end of March 31 2020 and of the profit of the Company for the year ended on thatdate.
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 company vizwww.moryoindustries.wordpress.com orhttps://moryoindustries.files.wordpress.com/2016/03/policy-on-remuneration-of-directors-kmp-senior-employees_moryo.pdf
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.
M/s B. Vithalani & Co. Chartered Accountant FRN: 119056W has been propsoed to beappointed in the ensuing 32ndAnnual General Meeting schedule to be held on 30thSeptember 2020to hold the office from the conclusion of this Annual GeneralMeeting tillthe conclusion of 37th Annual General Meeting of the Company to be held in theyear 2025.
There are no qualifications reservations or adverse remarks made Statutory Auditorsexcept two observation as below :
1. Loans given to few parties wherein interest has not charged in their report for thefinancial year ended March31 2020
The management informed that these loans are old and the company has been trying torecover the Loan amount by regularly following up with these parties.The company hasalready made the provisions of these loans under doubtful debts in profit and lossaccount. But still the management is making an efforts to recover the principal amount ofthese loans and hence the interest is not charged.
2. The company has received an order by Securities and exchange board of India("SEBI") in which they have levied monetary penalty of Rs. 70 lakhs for theviolation of the provisions of Regulations 3(a) 3(b) 3(c) 3(d) 4(1) 4(2)(f) 4(2)(k)and 4(2)(r)of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating toSecurities Market) Regulations 2003 and Rs. 30 lakhs under section23Eof SC(R)Act 1956for the violations of the provisions of section 21 of the Securities Contracts(Regulation) Act 1956 read with clause 43 of the Listing Agreement on April 29 2020.
The management of the company is of the opinion that there has been no violation on thepart of the company and hence has decided to file an appeal with the SECURITIES APPELLANTTRIBUNAL (SAT). The filing of the appeal is aleready in process with SECURITIES APPELLANTTRIBUNAL (SAT)against the penalty levied by SEBI.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(1) of the Companies Act 2013.
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 Ms. Sheetal Patil Company Secretary in Practice to conduct the SecretarialAudit for the financial year 2019-2020. The Secretarial Audit Report as received from Ms.Sheetal Patilis appended to this Report as Annexure I.
COMMENTS/EXPLANATIONS/REMARKS/OBSERVATIONS/QULIFICATION MADE BY SECRETARIAL AUDITORS:
Ms. Sheetal Patil 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 2019-2020. The Secretarial Audit Report asreceivedfrom Ms. Sheetal Patil is appended to this Report as Annexure I.
There are no other qualifications reservations or adverse remarks made SecretarialAuditors in their report for thefinancial year ended March 31 2020 except the remark /observation made by the Statutory Auditor in the Audit Report.
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 Practicing Company Secretary that none of theDirectors on the Board of the Company are disqualified as on 31.03.2020 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.
The Company holds Six Board meetings in a year inter-alia to review the financialresults of the Company and other specific matters as and when required. The decisions andurgent matters approved by way of circular resolutions if any are placed and noted atthe subsequent Board meeting.
During the financial year 2019-20 Six (6) Board Meetings were convenedand held. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and the SEBI (LODR) Regulations 2015. For details of the meetingsof the board along with the attendance of the respective Directors please refer to theCorporate Governance Report forming part of this Annual Report.
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 and Stakeholders' Relationship Committee which enables theBoard to deal with specific areas / activities that need a closer review and to have anappropriate structure to assist in the 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 2020 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 website.
No postal Ballot was held during the year 2019-2020.
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 2019-2020
|Name & Designation ||Remuneration Received (In Rs. Lakh) ||Ratio to median remuneration |
|1. Mr. Prasad Raghunath Budhakar ED ||180000 ||1.78 |
|2. Mr. Shyamsingh R Singh ED ||84000 ||0.83 |
|3. Mr. Ajay Kumar Pal CS ||120890 ||1.20 |
|4. Mr. Davendra Kumar CS ||59400 ||0.59 |
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 wasRs. 1.004 lakh There were 6 employees on the rolls of Company as on March 31 2020.
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 ManagementDiscussion and Analysis' forms part of this Annual Report. The Report on CorporateGovernance also includes certain disclosures that are required as per Companies Act2013.
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.
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.
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 2019-2020 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.wordpress.com/2015/07/sexual-harassment-policy_moryo.pdf
During the financial year 2019-2020 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 are notapplicable to it.
|Particulars ||2019-20 ||2018-19 |
|Conservation of Energy ||NIL ||NIL |
|Technology Absorption ||NIL ||NIL |
|Foreign Exchange Earnings & Outgo ||NIL ||NIL |
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.
The Company has paid the listing fees as payable to the BSE Ltd for the financial year2020-21 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 OR
TRIBUNALS 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 2019-20.
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 2019-20.
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 Terrascope Ventures Limited (formerly Moryo Industries Limited) || |
|Sd/- ||Sd/- |
|Byju C Nair ||PallaviGirkar |
|(Whole Time Director) ||(Director) |
|DIN: 06919679 ||DIN: 07456394 |
|Place: Mumbai || |
|Date: 02/09/2020 || |