Terraform Realstate Ltd Directors Report.

FOR THE FINANCIAL YEAR 2019-20

To,

The Members,

The Board of Directors is pleased to present the 35lh Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2020. 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 2019-2020 under review along with previous years figures is stated below:

(Rs. in Lakhs)

Particulars For the year ended 31.03.2020 (Amount in Rs.) For the year ended 31.03.2019 (Amount in Rs.)
Revenue from operations Nil Nil
Interest/ Dividend Income - "
Less: Total Expenditure 5.78 5.09
Profit/(Loss) before Tax (5.78) (5.09)
Less: Tax Expenses
Current Tax - -
Short/ (Excess) provision of earlier year
Deferred Tax 0.97 1.09
Profit /(Loss) after Tax (4.81) (4.00)
Less: Investment written off - "
Total profit/ (Loss) (4.81) (4.00)
Earnings Per Share (0.96) (0.80)

2. PERFORMANCE AND AFFAIRS OF THE COMPANY:

During the year under review, the Company has not received any amount of Income. The Income of the Company in previous year was also NIL.The Company has made an expenditure of Rs.5.78 Lacs (Previous Year Rs. 5.09 Lacs) and incurred loss of Rs. 4.81 Lacs (Previous Year Profit of Rs. 4.00 Lacs).

3. DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) 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:

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates to, and the date of the report.

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. Elence the Company is not required to furnish Corporate Governance Report for the financial year under review.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

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.

The global economies are facing a synchronized slowdown, resulting from a variety of factors affecting the world. The outbreak of Corona Virus 2019 (COVID19) has globally disrupted peoples lives, interrupted businesses and jeopardized decades of development progress.

COVID-19 has significantly impacted business operation of the Real Estate companies, by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lock down of production facilities etc.

The ongoing Covidl9 outbreak and its impact on economy have pushed sentiment in real estate to its all-time lowest level in the present times. . Both residential and commercial real estate sectors are expected to be hit in term of launches, sales and prices.

Further, due to extension of Lockdown due to community spread during the period there has been significant volatility in property rates, resulting in reduction in property rates.

While the pandemic outbreak could temporarily disrupt the sector, there are certain green shoots in this adverse situation, the current situation is expected to open up a lot of business development opportunities for well capitalized developers, also Company expects 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 revi ewed 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 of the 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:

Office no.106 & 107,

Dattani Plaza, East West Compound,

Andheri Kurla Road, Safedpul Sakinaka- Mumbai-400072.

Ph. Nos: 022 28520461/462 .

Email Id : service@satellitecorporate.com

For share registry work pertaining to share capital of the Company held in both physical and electronic mode. _ -

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENT OF MR. UDAY MOTA (DIN: 08635338) AS A DIRECTOR OF THE COMPANY:

The Board of Directors at their meeting held on 03rd January, 2020, appointed Mr. Uday Mota (DIN: 08635338) as Additional Director (in the category of Non-Executive-Non Independent Director) of the Company with effect from 03rd January, 2020 on the recommendation of Nomination and Remuneration Committee.

He holds office up to the date of the ensuing Annual General Meeting.

RESIGNATION OF MR. HITESH GOHIL (DIN: 079099313) AS A DIRECTOR OF THE COMPANY:

During the year under review, Mr. Hitesh Gohil (DIN:079099313) tendered his resignation as a Director (Non-Executive-Non Independent)of the Company which was accepted by the Board of Directors with effect from 03rd January, 2020.

The Board has placed on record its appreciation for the services rendered by him during his tenure as Director of the Company.

RESIGNATION OF MR. KISHOR N. SHAH (DIN:00715505) AS MANAGING DIRECTOR AND DIRECTOR OF THE COMPANY:

During the year under review, Mr. Kishor N. Shah (DIN: 00715505) was re-appointed as Managing Director by the Board of Directors of the Company at its meeting held on 13th February, 2020 for further period of five years i.e. from 1st April 2020 to 31st March, 2025.

Owing to pandemic of COVID 19 and to strict norms prevailing outside for Senior Citizens, likely to continue for months, Mr. Kishor N Shah (DIN: 00715505) tendered his resignation as Managing Director and Director, which was accepted by the Board of Directors with effect from 28lh March, 2020.

The Board has placed on record its appreciation for the services rendered by him during his tenure as Managing Director and Director of the Company.

APPOINTMENT OF MR. NAINESH IC SHAH (DIN:00166112) as MANAGING DIRECTOR OF THE COMPANY

On the recommendation of Nomination & Remuneration Committee & recommended by the Board of Directors Mr. Nainesh K. Shah (DIN:00166112) has been appointed as the Managing Director of the Company for a term of Five (5) years with effect from 05lh September, 2020 up to 04th September, 2025, without remuneration to look after day to day affairs of the Company, subject to the approval of the members in the ensuing Annual General Meeting of the Company and who is subject to liable to retire by rotation.

RE-APPOINT MR. GAUTAM RAJAN (DIN:00060730) AS INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF FIVE YEARS:

On the recommendation of Nomination & Remuneration Committee & by of Board of Directors at its meeting held on 13th February, 2020, Mr. Gautam Rajan (DIN: 00060730) has been re-appointed as the Independent Director of the Company for second term of Five (5) years with effect from 01st April, 2020 up to 31st March, 2025, subject to the approval of the members in the ensuing Annual General Meeting of the Company and who is subject to liable to retire by rotation.

RE-APPOINT MR. HEMAL HARIA (DIN:03644544) AS INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM OF FIVE YEARS:

On the recommendation of Nomination & Remuneration Committee & by of Board of Directors at its meeting held on 13th February, 2020, Mr. Hemal Haria (DIN: 03644544) has been re-appointed as the Independent Director of the Company for second term of Five (5) years with effect from 01st April, 2020 up to 31st March, 2025, subject to the approval of the members in the ensuing Annual General Meeting of the Company and who is subject to liable to retire by rotation.

(I) 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).

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all our independent directors have registered themselves with the Indian Institute of Corporate Affairs, as per rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and will appear for the proficiency Test within the stipulated time.

(II) 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, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

The performance evaluation of the Independent Director was carried 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 the evaluation process.

17. MEETINGS OF THE BOARD AND COMMITTEES:

During the Financial year 2019-2020, the Board of Directors of the Company met 6 (Six) times respectively on 22nd May, 2019, 13th August, 2019, 20th August, 2019, 13th November,

2019, 03rd January, 2020 & 13th February, 2020 during the financial year ended 31st March

2020. 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 34th Annual General Meeting (AGM) was held on 26th September, 2019 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. KishorN. Shah* Managing Director 6 Yes
Mr. Vimal K. Shah Director 6 Yes
Mr. Nainesh K. Shah Director 6 Yes
Mr. Hitesh Gohil ** Director 5 _
Mr. Uday Mota*** Director 1 _
Mrs. Anjali G. Bhagia Women Director 6 Yes
Mr. Hemal R. Haria Independent Director 6 Yes
Mr. Gautam Raj an Independent Director 6 No

* Resigned as Managing Director & Director with effect from 28th March, 2020

** Resigned as a Director with effect from 03d January, 2020

***Appointed as a Director With effect from 03d January, 2020

AUDIT COMMITTEE:

During the year ended 31st March, 2020, 4 (Four) Audit Committee Meetings were held on 22nd May, 2019, 13th August, 2019, 13th November, 2019 & 13th February, 2020 respectively.

The composition of the Audit committee and the number of meetings attended by each member during the year ended 31st March, 2020 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 Raj an Member (Independent) 4

The Audit Committee policy, 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 of this report.

NOMINATION AND REMUNERATION COMMITTEE:

During the year ended 31st March, 2020, 1 (One) Nomination and Remuneration Committee meeting were held 03rd January, 2020.

The composition of the Nomination and Remuneration Committee and the number of meeting attended by each member during the year ended 31st March, 2020 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 Raj an 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 13th February, 2020, 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, Adaptations & Innovations Nil
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 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 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 fail- view of the state of affairs of the Company as at 31st March, 2020 and of the 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 31st March, 2020 made under the provisions of Section 92(3) of the Act is annexed as "Annexure C" which forms part of this Report and is also available on the website of the Company.

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:-

Parameters Disclosures
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.
The percentage increase in remuneration of each director or Key Managerial Person (ICMP), if any, in the financial year. There is no remuneration drawn by the directors or any Key Managerial (ICMP) 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 of the Company. 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 of the 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 he 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.

26. AUDITORS:

(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 32nd Annual General Meeting held on 28th September, 2017.

Comments on Auditors Report:

There were no reservations / qualifications or adverse remarks contained in Auditors Report for the year ended 31st March, 2020, which require any clarifications/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

(ii) SECRETARIAT AUDITOR:

A 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 (Appointment and Remuneration Personnel) Rules, 2014.

Further, M/s. Dholakia & Associates LLP, Secretarial Auditor are re-appointed as Statutory Auditors of our Company at the Board Meeting held on 29th June, 2020, for the second term of five consecutive years starting from the Financial Year 2020 upto Financial year ending as on 2025.

Comments on Auditors Report:

There were no reservations / qualifications or adverse remarks contained in Secretarial Auditors Report for the year ended 31st March, 2020 except:

"The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors except that the Company did not have requisite number of independent Directors from 1st April, 2019 to 27th March,2020 The Changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisiQps^ofjhe Act. "

Clarification by Management on above:

The Company has already rectified above query raised by Secretarial Auditor, M^here, as on date the composition of Board stands adequate as per Companies Act, 2013.

The Secretarial Audit Report for the financial Year 2019-20 is attached as "Annerxure D" and forms part of this report.

(iii) INTERNAL AUDITOR:

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 13 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.f 30th April, 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 reported by the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

28. PARTICULAR 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 Debenture) 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) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION 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 Debenture) Rules, 2014.

(D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

(E) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The 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 our 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 2019-20 has been paid.

32. ACKNOWLEDGEMENT:

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 Nainesh K. Shah
Director Managing Director
DIN:00716040 DIN:00166112
Place: Mumbai
Date: 0f 2^)22?