Terraform Real Director Discussions


FOR THE FINANCIAL YEAR 2022-23 To,

The Members,

The Board of Directors is pleased to present the 38th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023. 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 there under.

1. FINANCIAL RESULTS:

The Companys financial performance for the year ended March 31, 2023 is summarized as below:

Particulars Financial Year 2022-23 (Rs in Lakhs) Financial Year 2021-22 (Rs in Lakhs)
Revenue from operations
Other Income 0.01 0.01
Less: Total Expenditure 4.59 4.92
Profit/fLoss) before Tax (4.58) (4.91)
LessLlajcExaejisfis _
Current Tax
Deferred Tax 1.36 1.17
Short Provision of earlier year
Profit /(Loss) after Tax (3.22) (3.73)
Interim Dividend
Comorate Dividend Tax
Transfer to General Reserve
Earnings Per Share (0.64) (0.75)

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:

I here is no change in the Share Capital of the Company during the period under review.

4. PERFORMANCE AND AFFAIRS OF THE COMPANY;

During the year under review, the Company has Income of Rs. 0.01 Lakhs (Previous year Rs.

0.01 Lakhs]. The Company has made an expenditure of Rs.4.59 Lakhs (Previous Year of Rs. 4.92 Lakhs) and incurred loss of Rs. 4.58 Lakhs (Previous Year of Rs. 4.91 Lakhs)

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.

6. CURRENT STATUS:

The Company is optimistic of growth in the Real Estate Sector and is waiting for right opportunity to commence the business activity.

7. CHANGES IN THE NATURE OF BUSINESS:

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

REPORT ON PERFORMANCE QF 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) and (t) 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 vear 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 is it 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.

I he 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 RESPONSIBILITY:

The critei ia 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 Rea) 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 i equired 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. DIRECTORS:

(0 RE APPOINTMENT OF MR. UDAY MOTA AS A DIRECTOR OF THE COMPAMV 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. Uday Mota (DIN: 086353381 Director of

the Company will retire by rotation at the ensuing Annual General Meeting and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

(•*) 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).

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 (I1CA). Ail Independent Directors of the Company are registered with 1ICA.

(iii) 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.

16. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel ("KMP") of the Company as on March 31, 2023:

Sr. No. Name Designation
1 Mr. Nainesh K. Shah Managing Director
2 Mr. Prashant Sutar Chief Financial Officer
3 Ms. Sarita Gupta* Company Secretary & Compliance Officer

*Ms. Sarita Gupta has resigned from the Post of Company Secretary and Compliance Officer of the Company with effect from 19th July, 2023

17. MEETINGS:

I) BOARD MEETINGS:

During the Financial year, total 5 (Five) Meetings of the Board of Directors were held i.e. on May 30, 2022, August OB, 2022, September 05, 2022, November 10, 2022, and February 13, 2023 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 37th Annual General Meeting (AGMJ was held on September 30, 2022 and the proceedings of the above Meeting were properly recorded and signed in the Minutes Book maintained for the 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. Nainesh K. Shah Managing Director 3 of 5 Yes
Mr. Vimal K. Shah Director 5 of 5 Yes
Mrs. Bhavisha Dedhia Director 4 of 5 Yes
Mr. Uday Mota Director 5 of 5 Yes
Mr. Hemal R. Haria Independent Director 5 of 5 Yes
Mr. Gautam Rajan Independent Director 3 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, 2023, 5 (Five) Audit Committee Meetings were held on May 30, 2022, August 08, 2022, September 05, 2022, November 10, 2022 and February 13, 2023 respectively.

The composition of the Audit committee and the number of meetings attended by each member during the year ended March 31, 2022 is as follows:

Name of the Member Designation No. of Meetings Attended
Mr. Hemal llaria Chairman (Independent) 5 of 5
Mr. Vimal K. Shah Member 5 of 5
Mr. Gautam Rajan Member (Independent) 5 of 5

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 www.terraformrealstate.com and are also sent to the Stock Exchange where the Companys Equity Shares are listed for dissemination at their respective website.

Ill) NOMINATIION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly constituted by the Board of Directors has a well-defined composition of members and terms of reference in accordance with Section 178 of the Companies Act, 2013.

During the year ended March 31, 2023, 1 (One) Nomination & Remuneration Committee Meeting were held on August 08, 2022.

The composition of the Nomination & Remuneration Committee and the number of Meetings attended by each member during the year ended March 31, 2023 is as follows:

Name of the Member Designation No. of Meetings Attended
Mr. Hemal Haria Chairman (Independent) lofl
Mr. Vimal K. Shah Member lofl
Mr. Gautam Rajan Member (Independent) lofl

The Nomination and Remuneration Policy, which was approved by the Board is available on the Companys website and can accessed through the Web Link at www.terraformrealstate.com.

IV) INDEPENDENT DIRECTORS MEETING:

During the year under review, all Independent Directors met on March 21, 2022, 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. VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR THE DIRECTORS AND

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.

19. 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.

20. 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:

A. CONSERVATION OF ENERGY During the Financial Year under review, the Company has not carried out any commercial activity.
B. TECHNOLOGY ABSORPTION, ADAPTAT10NS& INNOVATIONS Nil
C. FOREIGN EXCHANGE EARN1GS Nil
D. FOREIGN EXCHANGE OUTGO Nil
E. EXPORT EFFORTS The 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.

21. 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.

22. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by thorn, your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating 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 the Company as at March 31, 2023 and of the loss 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 irregularities;

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

e. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are 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.

23. 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.terraformrealstate.com.

24. 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
(ij 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 for 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.

25. AUDITORS:

(i) STATUTORY AUDITOR:

M/s. DMKH & Co., Chartered Accountants, having Firm Registration No. 116886W were appointed as Statutory Auditors of the Company for a period of five consecutive years at the

Annual General Meeting (AGM) of the Members held on September 30, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Comments on Auditors Report:

There are no reservations / qualifications or adverse remarks contained in Auditors Report for the year ended March 31, 2023, which require any clarifications/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

fill SECRETARIAL 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 of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report in Form MR-3 for the financial Year 2022-23 is attached as "Annexure A" and forms part 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.

26. 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.

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

29. SECRETARIAL STANDARDS—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.

30. REPORTING OF FRAUDS

There was no instance of 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.

31. 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(aj[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(l}(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 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(l}(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 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 fPREVENTION. PROHIBITION & REDRESSALl ACT 2013:

Your company has always a safe believed in providing 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.

32. ySIMGjaFSHMES;

The Companys equity shares are listed at BSE Limited and the Annual Listing fees for the year 2022-23 has been paid.

33. ACKNOWtEDGEMENJi

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