Terraform Magnum Ltd Directors Report.
The Board of Directors is pleased to present the 37th Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2019. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions 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 2018-2019 under review along with previous years figures is stated below:
|(Rs. in Lakhs)|
|Particulars||For the year ended 31.03.2019||For the year ended 31.03.2018|
|(Amount in Rs.)||(Amount in Rs.)|
|Revenue from operations||Nil||Nil|
|Sundry balance write back||-||0.17|
|Less: Total Expenditure||9.19||7.88|
|Profit/(Loss) before Tax||(9.19)||(7.71)|
|Less: Tax Expenses|
|Excess Provision of earlier vear||-||0.02|
|Profit /(Loss) after Tax||(7.94)||(7.72)|
|Less: Investment written off||-||(2.50)|
|Total Profit/ (Loss)||(7.94)||(10.22)|
|Earnings Per Share||(3.31)||(4.26)|
2. PERFORMANCE AND AFFAIRS OF THE COMPANY:
During the year under review, the Company has not received any amount (Previous Year of Rs. 0.17 lacs) by way of Sundry Balance Write back and dividend respectively. The Company has made an expenditure of Rs.9.19 Lacs (Previous Year of Rs.7.88 Lacs) and a Loss ofRs. 7.94 Lacs (Previous Year loss ofRs.l0.22 Lacs).
The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014.
4. CURRENT STATUS:
The Company is optimistic of growth in the Real Estate Sector and is waiting for right opportunity 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 THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE AND DATE OF THE REPORT:
The Company agreed to assign/transfer rights in the disputed property I land at Kandivli East held as stock in trade, for a sum ofRs.30.50 Crores. The performance obligation with respect to assignment/transfer of rights of the said property is pending.
The Company also executed a Joint Development Agreement (JDA) with M/s. Megabuild Spaces a Partnership Firm. Wherein the Company is a Investor and M/s. Megaview Spaces as a Developers. for development of the Property situated at village and Taluka of KasarvadavalL district Thane on the terms and conditions as agreed in the JDA. The said JDA entered into a specific purpose, generally an investment purpose and the Investment to carry out a project/s upon the said property. It as mutually agreed between the Parties thereto that the Investor contribute the fund for investment for development of the said property and the Developers contribute their expertise to bring the project to fruitarian.
8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review, your Company did not have any subsidiary, associate and joint 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 in Regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V are not applicable to the Company as the paid up share capital is less than Rs. 10 crores and net worth is also less than Rs. 25 crores as on the last day of previous financial year. Hence the Company is not required to furnish Corporate Governance Report for the financial year under review.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
(i) The Company is taking all possible steps to grab the opportunities for the growth of the Company. The risk associated with the business, external or internal, affects the performance of the Company in a long run. Competition and economic conditions prevailing all over may affect the business of the Company.
(ii) The overall economic scenario of the industry expected to be good and accordingly, your Company is also expected to do well in the coming years.
(iii) The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. The internal control system is continuously reviewed by the management to ensure orderly and efficient conduct of business. The system emphasis on the functions of purchase, sales, finance etc. to adhere to the well-defined corporate policies.
11. CORPORATE SOCIAL RESPONSIBILITY:
The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 ofthe 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 the business 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 will take 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 can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Policies and Systems.
15. SHARE TRANSFER AGENT:
The Company has appointed Satellite Corporate Services Private Limited (SCSPL) as the Registrar & Transfer Agent (RTA), having registered address at Unit. No 49, Building No. 13 AB, 2nd Floor, Samhita Commercial Co-Op Society Ltd, Off Andheri Kurla Road, MTNL Lane, Sakinaka, Mumbai-400072. For share registry work pertaining to both physical and electronic segments of the Company.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
APPOINTMENT OF MR. HITESH GOHIL (DIN: 07099313) AS A DIRECTOR OF THE COMPANY:
The Board of Directors at their meeting held on 02nd November, 2018, appointed Mr. Hitesh Gohil (DIN: 07099313) as Additional Director of the Company with effect from 02nd November, 2018. He holds office up to the date ofthe ensuing Annual General Meeting. On the recommendation of Nomination and Remuneration Committee, the Board has recommended the appointment of Mr. Hitesh Gohil as the Director at the ensuing Annual General Meeting.
II. DECLARATION BY AN INDEPENDENT DIRECTORS:
Pursuant to section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as provided in sub-section ( 6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing obligations and Disclosure Requirements, 2015 (the Listing regulation).
III. ANNUAL EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually ~s well as the evaluation of the working of its Audit and Nomination & Remuneration Committees after seeking inputs from all the Directors on the basis of criteria such as Board composition and structure, effectiveness of Board processes, information, functioning etc.
The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
17. MEETINGS OF THE BOARD:
During the Financial year 2018-2019, the Board of Directors of the Company met 7 (Seven) times respectively on 04th April, 2018, 22nd May, 2018, 13th August, 2018, 02nd September, 2018, 02nct November, 2018, 14111 February, 2019 & 05111 March, 2019 during the financial year ended 31st March 2019. The proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days. The Company has not passed any resolution by circulation.
The 36th Annual General Meeting (AGM) was held on 28th September, 2018 and the proceedings of the above Meetings were properly recorded and signed in the Minutes 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. Vimal K. Shah||Managing Director||7||Yes|
|Mr. Kishor N. Shah||Director||7||Yes|
|Mr. Nainesh K. Shah||Director||2||Yes|
|Mr. Hitesh Gohil * *||Director||2||-|
|Mrs. Anjali G. Bhagia||Director||6||Yes|
|Mr. Hemal R. Haria||Independent Director||5||Yes|
|Mr. Gautam Rajan||Independent Director||5||No|
**With effect from 02nd November, 2018
During the year ended 31st March, 2019, 4 (Four) Audit Committee Meetings were held on 22nd May, 2018, 13th August, 2018, 02nd November, 2018 & 14th February, 2019 respectively.
The composition of the Audit committee and the number of meetings attended by each member during the year ended 31st March, 2019 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 Rajan||Member (Independent)||4|
The Audit Committee scope which was approved by the Board is available on the Companys website and a copy of the policy is annexed as Annexure "A" which forms part ofthis report.
NOMINATIION AND REMUNERATION COMMITTEE:
During the year ended 31st March, 2019, 1 (one) Nomination and Remuneration Committee meeting was held on 02nct November, 2018
The composition of the Nomination and Remuneration Committee and the number of meeting attended by each member during the year ended 31st March, 2019 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 Rajan||Member||1|
The Nomination and remuneration policy, which was approved by the Board, is available on the Companys website and a copy of the policy is annexed as Annexure "B" which forms part of this report.
INDEPENDENT DIRECTORS MEETING:
During the year under review, all Independent Directors met on 14th February, 2019, inter-alia, to discuss:
Evaluation of the performance of Non-Independent Directors and the Board as a whole.
Evaluation of the performance of the Chairman of the Company, taking into account the Views of the Executive and Non-Executive Directors.
Evaluation of the quality, quantity content and timeliness of flow of information between the Management and the Board.
18. SECRETARIAL STANDARDS:
It is hereby confirmed that the Company has complied with the provisions of all applicable 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 fraud and mismanagement, if any. During the year, there were no instances in this regard, received by the Company.
20. RISK MANAGEMENT POLICY:
The Company does not require any Risk management policy as the elements of risk threatening the Companys existence are very minimal.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and 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,||Nil|
|Adaptations & Innovations|
|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 of the Company"s business. To maintain its objectivity and independence, the Audit function reports to the Chairman of the Audit Committee and ofthe Board.
The internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its Compliances with operating systems, accounting procedures and policies.
23. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3 )(c )of the Companies Act, 2013 and hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any,
b. The directors had selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit and loss of the Company for that period;
c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the relevant Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the accounts are prepared on a going concern basis;
e. They had laid down proper internal financial control systems to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. They had devised proper systems to ensure compliance with the provisions of all applicable 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 315t March, 2019 made under the provisions of Section 92(3) of the Act is annexed as "Annexure C" which forms part of this Report.
25. RATIO OF MANAGERIAL PERSONNEL:
(i.) As per the provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose following information in the Boards Report:-
|The ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year;||There is no remuneration drawn by the directors ofthe Company.|
|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, ChiefFinancial Officer, Company Secretary or Manager 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. 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 ofthe 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 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|
|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.
(i) STATUTORY AUDITOR:
The Statutory Auditors of the Company Namely M/s. Pulindra Patel & Co., Chartered Accountants, having Firm Registration No. 115187W were appointed for a period of five years at the 35111 Annual General Meeting held on 28th September, 2017.
Comments on Auditors Report:
There are no reservations I qualifications or adverse remarks contained in Auditors Report for the year ended 31st March, 2019, which require any clarifications/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
(ii) SECRETARIAL AUDITOR:
The secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Dholakia & Associates LLP, Company Secretaries in Practice, Mumbai in accordance with provisions of section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies (Appointm<.::nl and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the financial Year 2018-19 is attached as "Annexure D" and forms part of this report.
(iii) INTERNAL AUDITOR:
During the year, the Company has appointed Mr. Amol Bhokare, Mumbai w.e.f. 2nd November, 2018 as an Internal Auditor of the Company, in place of Mr. Ravindra Shinde due to his death as on 20th August, 2018.
Further. Mr. Raju Kore, Chartered Accountant is appointed as the Internal Auditor of the Company in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule I 3 of the Companies (Accounts) Rules, 2014.w.e.f. 22nd May, 2019 in place of Mr. Amol Bhokare who resigned as the Internal Auditor w.e.f3 th ril, 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 Managing Director and the Board exercises the strictest Internal Financial Controls with reference to financial statements. During the year under review, no material or serious observation has been repotied by the Internal Auditor of the Company for inefficiency or inadequacy of such controls.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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 period under review.
30. GENERAL DISCLOSURES:
(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:
The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with 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 year under review and hence no disclosure is required as per provisions of Section 54(1) (d) ofthe Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.
(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STO~KOPTION SCHEME:
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.
(D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULA TORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Company has filed a Suit bearing No. 004 of 1990 (High Court Suit No. 2649 of 1990) against the Owners of Plot of Land situated at Kandivali inter alia, seeking reliefs of specific performance and a declaration that the Company is alone entitled to the said Plot of Land in accordance with the Agreements dated 13.02.1984 and 22.08.1987. The said Suit is pending before Honble City Civil Court, Dindoshi, Mumbai.
The Company has filed Writ Petition No.7602 of2016 on 20th June 2016 before the Honble Bombay High Court against the State of Maharashtra & Others, for quashing and set aside the Order dated 18th April, 2016 passed by the Honble Revenue Minister in Appeal No.1173 of 2015. The same is disposed ofby Order dated 15th December, 2016.
The Company have lodged S.L.P. No. 2075 of 2018 in the Honble Supreme Court oflndia on 2011 March 2017 against the said Order dated 15th December, 2016. The said SLP is pending before Hon blc Supreme Court of India.
The Company has filed the Review Petition No. 111 of2017 on 18th April2017 against the said Order dated 15th December, 2016 before the Bombay High Court and the same is disposed of on 1st September 2017.
The Company have lodged SLP (D) No. 40186 of 2017 in the Honble Sapreme Court of India on gth December, 2017 against the Order dated 1st September, 2017 in Review Petition No. 111 of 2017 passed by Honble Bombay High Court. The said SLP is pending before Honble Supreme Court of India.
The Company has also filed Writ Petition No.3756 of 2017 before Honble Bombay High Court challenging the Caste Validity Certificate dated l01h July 2012 obtained by the Mr. Dinesh K. Komb. on the basis of which the Honble Minister for Revenue and Forest Department had allowed the Appeal of the said Owners. The said Writ Petition is pending before the Honble Bombay High Court.
Due to the above said Litigations Pending before the Various Forums (i.e. City Civil Court, Bombay High Court & Supreme Court) the said Plot of Land situated at Kandivali is yet not developed.
(E) DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013:
Your company has always believed in providing a safe and harassment free workplace for every individual employee working with company. Since there is no employee in the company your company has been advised that there is no need to frame a Policy on Prevention and Redressal of Sexual Harassment of women at workplace.
31. LISTING OF SHARES:
The Companys equity shares are listed at BSE Limited and the Annual Listing fees for the year 2018-19 has been paid.
Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company.
|For and on behalf of the Board of Directors|
|Vimal K. Shah||Kishor N. Shah|
|DIN: 00716040||DIN: 00715505|
|Place : Mumbai|