Terraform Magnum Ltd Directors Report

The Members,

The Board of Directors is pleased to present the 42* Annual Report on the business and operations o your Company along with the Audited Financial Statements for the Financial Year ended March 31 2024. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have beet prepared in accordance with the provisions contained in the Companies Act. 2013 (the Act) and Rule: made there under.

I.FINANCIAL RESILTS:

The Companys financial performance for the year ended March 31,2024 is summarized as below:

Particulars	Financial Year 2023-24	Financial Year 2022-23
	(Rs in Lakhs)	(Rs in Lakhs)
Re venue from ?Derations.	•
Other Income	0.66	71.35
Less: Total Expenditure	9.24	1894.02
Profit/(Loss) before Tax	(8.58)	(1822.67)
Less: Tax Expenses
Current Tax	.	.
Deferred Tax	-
Short Provision of earlier year
Profit /(Loss) after Tax	(8-58)	(1822.67)
Interim Dividend
Corporate Dividend Tax
Transfer to General Reserve
Earnings Per Share	(3.58)	(759.44)

2.DIVIDEND & RESERVES:

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

3.SHARE CAPITAL:

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

4. PERFORMANCE AND AFFAIRS Q:- THE COMPANY:

During the year under review, the Company has Income of Rs. 0.66 Lakhs (Previous Year of Rs. 71 35 Ukhs) .The Company has made an expenditure of Rs. 9.24 l.akhs (Previous Year of Rs 1894 02 Lakhs") and Company has a loss of Rs. 8.58 Lakhs (Previous Year Loss of Rs. 1822:67Lakhs).

5. DEPOSITS:

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

(.CURRENT STATUS:

The Company is optimistic or growth in tire Real Estate Sector and is waiting foi right opportunity to commence the business activity. ⁷

7. CHANGES IN THE NATURE OF BUSINESS:

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

8. REPORT ON PERFORMANCE OF SLltSIDIARIES. 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, 20b the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C. D and E of Schedule V arc not applicable to the Company as the paid up share capital is less than Rs. 10 crorcs 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 lurnish Corporate Governance Report for the financial year under review.

10. MANAGEMENT DISCUSSION AM) ANAl VKISI-

The Company is taking all possible steps to grab the opportunities for the growth of the Company The risk associated with the business is it external or internal affects the performance of the Company in n

long run. Competition and economic conditions prevailing all over may affect the business of the Company.

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.

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 RESPONSIBILIT Y:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 arc not applicable to the Company.

12- OPPORTUNITIES. THREATS. RISKS & CONCERNS:

Your Company is well aware of the risks in die Real Estate Business and once the business activity will commence, 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 RESOLlRCES/INDUSTRIAI. RELATIONS;

Humans arc considered as one of lire most critical resources in the business which can be continuously sinoothened 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. DIRECTORS:

(i) REAPPOINTMENT_QE _ MR. NA1NESH SHAH AS A DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Nainesh Shah (DLN. 00166112) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible and not being disqualified under section J64 of the Companies Act. 2013, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of die Company at the ensuing Annual General Meeting.

(?•) DECLARATION ?V AN INDEPENDENT DIRECTORS:

Pursuant to section 149(7) of the Companies Act, 2013, the Company lias 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).

The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R. 804(E) dated October 22. 2019 and effective from December 01.2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA) All Independent Directors of the Company are registered with IICA.

fiii) ANNUAL EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act. 2013 and the Listing Regulations, the Board has carried out an evaluation of its own performance, tire directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

I he performance evaluation of the Independent Director was cairied out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with tire evaluation process.

16. KEY MANAGERIAL PERSONNEL;

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following arc the Key Managerial Personnel ("KMP") of the Company

Sr. No. Name	Designation
1 Mr. Uday Mota	Managing Director
2 Mr. Rajesh Mohanty	Chief Financial Officer
3 Ms. Urmi Bhanushali*	Company Secretary & Compliance Officer

‘Mr. Mukcsh Gupta lias resigned from the Post of Company Secretary and Compliance officer of the Company w.c f 1¹¹ July, 2023 and Mrs. Ankita Gupta have been appointed for Company Secretary and Compliance officer of the Company w c.f 09^: August, 2023 and has resigned w.e.f 1 l^,h October, 2023.

Ms Urmi Bhanushali have been appointed for the post of Company Secretary and Compliance officer of the Company w.e.f 8¹ November. 2023.

MEETINGS:

1)BOARD MEETINGS:

During the Financial year, total 5 (Five) Meetings of the Board of Directors were held i.e. on May 30. 2023; August 09. 2023; September 04, 2023; November 08. 2023 and February 05, 2024 respectively and 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 43* Annual General Meeting (AGM) was held on September 29. 2023 and the proceedings of the above Meeting were properly recorded and signed in the Minutes Book maintained for tire purpose. The Company has not passed any resolution 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. Uday Mota	Managing Director	5 of 5	Yes
Mr. Naincsh K. Shah	Director	2 of 5	Yes
Mrs. Bhavisha Dedhia	Women Director	5 of 5	Yes
Mr. Vimal K. Shall	Director	5 of 5	Yes
Mr. Hemal R. Haiia	Independent Director	4 of 5	Yes
Mr. Gautam Rajan	independent Director	4 of 5	Yes

II) AUDIT COMMITTEE:

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Companys financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act.

During the year^- ended March 31, 2024, 4 (Four) Audit Committee Meetings were held on May 30. 2023, August 09. 2023, November 08.2023 and February 05. 2024 respectively.

The composition of the Audit committee and the number of meetings attended by each member during the year ended March 31,2024 is as follows

Name of the Member	Designation	No. of Audit Committee Meeting Attended
Mr. Hemal Haria	Chairman (Independent)	4 of 4
Mr. Vimal K Shah	VI ember	4 of 4
Mr Gautam Rajan	Member (Independent)	4 of 4

The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Un-audited Standalone Financial Results as required by the Regulation 33 of the Listing Regulations. The Companys quarterly Un-audited Standalone Financial Results are made available on the website of the Company w ww. terra tormina g n imi.ciim and are also sent to the Stock Exchange where the Companys Equity Shares are listed for dissemination at their respective website.

HI) NOMINATION AND REMUNERATION COMMITTER:

The Nomination and Remuneration Committee duly constituted by the Board of Directors has a wcll- dclined composition of members and terms of reference in accordance with Section 178 of the Companies Act, 2013 During the Financial Year 2023-24, (Two) Committee meeting were held on August 09. 2023 and November 08. 2023 respectively.

The Composition of the Nomination and Remuneration Committee as at March 31,2024, is as follows:

Sr. Name of the Member No.	Designation	No. of Meetings Attended
i. Mr. MemaJ R. Haiia	Chairman and Non-Exccutive Independent Director	2 of 2
2. Mr. Naincsh K. Shall	Member	2 of 2
3. Mr Gautam Raj an	Member and Non-Executive Independent Director	2 of 2

The Nomination and Remuneration Policy, which was approved by the Boaid is available on the Companys website and can be accessed through the Web Link at www.terniformmagnum.coni

IV) INDEPENDENT DIRECTORS MEETING:

During the year tinder review, all Independent Directors met on June 21,2023 and March 20, 2024 intcr- alia, to discuss:

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

• Evaluation of the performance ol 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.

17. VO.._ MECHANISM /WHISTLE BLOWER POLICY FOR 111 E DIRECTORS AND EMPLOYEES; —¹—

;he 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.

18. RISK MANAGEMENT POLICY:

Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report-operation report, There are no current risks which threaten the existence of the Company.

19. ^SERVATION, Of. „ ENERGY, TECHNOLOGY ABSORPTION AND FORM ON

EXCHANGE EARNINGS AND OUTGO: ~

The details of conservation of energy, technology absorption, foreign exchange earnings an<l outgo arc as follows:

A. CON SER V ATI ON OF ENE RC. Y	During the Financial Year under review, the Company has not earned out any commercial activity.
B. TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATIONS	Nil
C. FOREIGN EXCHANGE EARNIGS	Nil
D FOREIGN EXCHANGE OUTGO	Nil
E. EXPORT EFFORTS	rhe 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

20. INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size and natuie of the Companys business. To maintain its objectivity and independence, the Audit function reports to the Chairman of the Audit Committee and of the Board.

The internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its Compliances with operating systems, accounting procedures and policies.

21. DIRECTORS RESPONSIBILITY STATEMENT;

To the best of their knowledge and belief and according to the information and explanations obtained by Ujem. your Directors make the following statements in terms of Section 134{3Xc) of the Companies Act.

a. that in the preparation of the Annual Accounts for the year ended March 31, 2024. the applicable accounting standards have been followed along with proper explanation relatin to material departures, if any;

b. the directors had selected such accounting policies and applied them 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 die Company as at Mat ch 31, 2024 and of the profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other {?regularities;

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

c. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls arc adequate and were operating effectively; and

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

22. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act. 2013, copies of the Annual Returns of the .Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules. 2014 are placed on the website of the Company and is accessible at the web-link: www tei rafoimmagnum.com

23. RATIO OF MANAGERIAL PERSONNEL:

<i) As per the provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Renunciation of Managerial Personnel) Rules. 2014, every listed Company is lequiied to disclose following information in the Boards 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 lor 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.

24. AUDITORS:

CO STATUTORY AUDITOR:

NTS. DMKH & Co.. Chartered Accountants, having Firm Registration No. 116S86W shows his unwillingness to continue as Auditors of die Company from the forthcoming Annual General Meeting of the Company to be held on 27^,h September. 2024 and M/s. J.D Zatakia & Co.. Chartered Accountants, Mumbai (Registration No. 111777 W). have been proposed to be appointed as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of ensuing A2^na Annual General Meeting until the conclusion of 47^lh Annual General Meeting to be held in the year 2029

Comments on Auditors Report:

There are no reservations / qualifications or adverse remarks contained in Auditors Report for the year ended March 31. 2024. which require any clarifications./ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

(ii) SECRETARIAL AUDITOR:

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

The Secretarial Audit Report in form MR-3 for the financial Year 2023-24 is attached as "Annexurc A" and forms purl of this report.

(iii) INTERNAL AUDITOR:

An Internal Audit was conducted during the year by the Internal Auditor, Ms. Ankita Tajane, in accordance with the provisions of Section 138 of the Companies Act. 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

25. ADEQUACY .QF INTERNAL FINANCIAL CONTROLS WITH REFERENCE. TO THE FI N A NCI A L ST ATEM ENTS: ^::

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 reported by the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

26. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS-

Details of Loans. Guarantees and Investments covered under the provisions of Section 1S6 of the Companies Act, 2013 are given in the Financial Statements.

27• PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There is no related party transaction entered into by the Company during the period under review except disclosed in Financial Statements.

28. SECRETARIAL STANDARPS-ITS COMPLIANCE

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.

29. REPORTING OF FRAUDS

I here was no instance ol fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

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 (Shaw Capital and Debentures) Rules, 2014

<B) ISSUE OF SWEA T EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is requited as per provisions of Section 54(I)(d) of the 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 lias not issued any equity shares under Employees Stock Option Scheme during die year under review and hence no disclosure is required as per provisions of Section 62(1 Kb) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

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1) DETAILS OF SIGNIFICANT AND MATERIA I,. ORDERS PASSED BV TllF REgllLATQR-S OR COURTS OR TRIBUNALS IMPACTING THE GOING CTONfT.rm STATUS AND COMPANYS OPERATIONS IN FUTURE: ~

THe Company has entered into a Deed of Assignment dated 26th April 2019 for the assignment of its rights in the property held as stock in trade at Kandivali (East) for an agreed consideration. The assignee has committed various delimits from time to time. The Company has served a notice to the assignee to comply with the contractual obligations by paying al! the dues immediately. Since, significant uncertainties and disputes relating to the completion or the transaction are continued during the year, the Company will recognise revenue under Iml AS 115 on fulfilment of .specific performance obl igation and resolution of significant uncertainties.

(E) DISCLOSURES UNDER SEXUAL HARRASMENT 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 Redrcssal or Sexual Harassment of women at workplace.

31. LIS TING OF SHARES:

The Companys equity shares arc listed at BSE Limited and the Annual Listing fees for the year 2023- 24 has been paid

32. ACKNOWLEDGEMENT:

You* 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. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board of Directors

Lday irlota	Vimal K. Shall
Managing Director	Director
DIN: 08635338	DIN:00716040

 

Place: Mumbai

Date: September 03, 2024