TO
THE MEMBERS OF THE COMPANY
Your Directors have pleasures in submitting their 32nd Annual report of the company
along with the Audited Financial Statements for the year ended 31st March, 2020.
FINANCIAL RESULTS:
| 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) |
PERFORMANCE REVIEW:
During the year ended 31st March, 2020, your Company reported total revenue
of Rs. 754.412 Lakhs as compared to Rs. 276.518 Lakhs in the previous year and thereby
registering a increase as compared to last year. The company have net loss of Rs. 7.763
Lakhs as compared to previous year netloss of 3.484 Lakhs. The management do their best
efforts to minimise the loss of the company.
DIVIDEND:
In view of losses during the year, your Directors have not recommended any dividend on
Equity 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 INDUSTRIES
LIMITED to "TERRASCOPE VENTURES LIMITED" and obtained all necessary approvals
and also approval from the Shareholders of the Company in the previous 31STAnnual
General Meeting held on 30th September, 2019.
CHANGE IN MEMORANDUM OF ASSOCIATION
In addition to the existing business activities, company has enhanced its business to
ensure growth momentum and overall enhancement of shareholder value by diversifying its
business into commercial activities in Sports and Entertainment. Therefore required to
alter the main object of the Company.
The Company has obtained all necessary approvals from the government regulatory and
also approval from the Shareholders of the Company in the previous 31STAnnual
General 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 company
and Mr. Shyamsingh R Singh, Executive Director & CFO of the company resigned w.e.f 14th
August, 2020 and 02nd September, 2020 respectively due to their pre occupation
elsewhere. The Board of Directors of the Company appreciates the Contribution made by them
during their association with the company.
During the year On the recommendation of the Nomination & Remuneration Committee
the Board inducted Mr. Yatin Sunder Rao and Mr. Tarun Sangtani has been appointed as an
Additional Executive Directors of the Company. The Company has received notice from
member(s) signifying their intention to propose the appointment of Mr. Yatin Sunder Rao
and Mr. Tarun Sangtani as Executive Directors of the Company.
The Board at its Meeting held on 02ND September, 2020 and pursuant to
recommendation of Nomination and Remuneration Committee of the Company recommends
toappoint Mr. Byju Nair (Din06919679) for a period of 5 years effective from 2nd
September, 2020 to 1st September, 2025as a Whole Time Director of the
Companyliable to retire by rotation subject to approval of the Members.
The Board at its Meeting held on 02nd September, 2020 and pursuant to
recommendation of Nomination and Remuneration Committee, and taking into account the
report of performance evaluation,re-appointed Mrs. Pallavi Girkar,(Din 07456334)as an
Independent 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 & Disclosure
Requirement) Regulations, 2015 with the stock exchanges, the information on the
particulars of directors proposed for appointment/reappointment has been given in the
notice of annual general meeting.
Pursuant to Section 203 of the Companies Act, 2013 Board appointed Mr. Ajay Kumar Pal
as the Company secretary and compliance officer of the company, resigned w.e.f. 31st
July, 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. 13th
November, 2019, also resigned w.e.f. 11th February, 2020.
Further the Board of Directors and on recommendation of Nomination and Remuneration
Committee in their meeting held on 14th August, 2020, appointed Mr. Mushahid
Ahmed Khan as Company Secretary & Compliance Officer w.e.f 10th August,
2020.
CHANGE IN REGISTERED OFFICE
The Board of Directors in their Meeting held on 2nd September, 2020 proposed
and approved change of registered office of the Company from Shop No. 52 /A, 1st
floor, Om Heera Panna Premises Behind Oshiwara Police Station, Andheri (West), Mumbai MH
400053 IN to Office No. 203, 2nd Floor, Reliable Business Centre Commercial
Premises CHSL, OppHeera Panna Mall, Anand Nagar, Oshivara, Jogeshwari (West) Mumbai MH
400102 IN, subject to necessary approval and filing of Forms with Registrar of Companies.
DEPOSITS:
During the year, Company has not invited/accepted any deposits from the public under
the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTESS AND INVESTMENTS:
Detailsof investments covered under Section 186 of the Companies Act, 2013 ("the
Act") will be produced for verification to the members at the Registered office of
the company on their request.
DIRECTORS RESPONSIBILTY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors
Responsibility Statement, it is hereby confirmed:
a) In the preparation of the annual accounts for the financial year ended 31st March,
2020 the applicable accounting standards have been followed. b) Accounting policies
selected were applied consistently. Reasonable and prudent judgments and estimates were
made so as to give a true and fair view of the State of affairs of the corporation as at
the end of March 31, 2020 and of the profit of the Company for the year ended on that
date.
c) Proper and sufficient care to the best of their knowledge and ability 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 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 of
the 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 in
place and was adequate and operating effectively.
SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company neither has any Subsidiary Company nor any Associate Company.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:
During the year under review, the Company was not required to transfer any amount in
the Investors Education and Protection Fund.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have confirmed and declared that they are not disqualified to
act as an Independent Director in compliance with the provisions of Section 149 of the
Companies Act, 2013 as well as under SEBI (LODR) Regulations, 2015 and the Board is also
of the opinion that the Independent Directors fulfill all the conditions specified in the
Companies 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 Management
Employees. The policy is approved by the Nomination and Remuneration Committee and the
Board. The policy is available on the website of the company viz
www.moryoindustries.wordpress.com, or
https://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 of
the Board carried out the annual evaluation of the performance of the Board as a whole,
the Directors individually as well as of various Committees of the Board. The performance
evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and non independent Directors was also carried out
by the Independent Directors at their seperate meeting. The Directors expressed their
satisfaction with the evaluation process.
STATUTORY AUDITORS:
M/s B. Vithalani & Co., Chartered Accountant FRN: 119056W has been propsoed to be
appointed in the ensuing 32ndAnnual General Meeting schedule to be held on 30th
September, 2020to hold the office from the conclusion of this Annual GeneralMeeting till
the conclusion of 37th Annual General Meeting of the Company to be held in the
year 2025.
AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks made Statutory Auditors
except two observation as below :
1. Loans given to few parties wherein interest has not charged in their report for the
financial year ended March31, 2020,
The management informed that these loans are old and the company has been trying to
recover the Loan amount by regularly following up with these parties.The company has
already made the provisions of these loans under doubtful debts in profit and loss
account. But still the management is making an efforts to recover the principal amount of
these 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 the
violation 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 to
Securities Market) Regulations, 2003 and Rs. 30 lakhs under section23Eof SC(R)Act, 1956
for 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 the
part of the company and hence has decided to file an appeal with the SECURITIES APPELLANT
TRIBUNAL (SAT). The filing of the appeal is aleready in process with SECURITIES APPELLANT
TRIBUNAL (SAT)against the penalty levied by SEBI.
Observations made in the Auditors Report are self-explanatory and therefore do not
call for any further comments under Section 134(1) of the Companies Act, 2013.
SECRETARIAL AUDIT:
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 has
appointed Ms. Sheetal Patil, Company Secretary in Practice to conduct the Secretarial
Audit 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 of
your Company, pursuant to the requirements of Section204(1) of the Act, and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, to conduct
the Secretarial Audit for the financial year 2019-2020. The Secretarial Audit Report as
receivedfrom Ms. Sheetal Patil is appended to this Report as Annexure I.
There are no other qualifications, reservations or adverse remarks made Secretarial
Auditors in their report for thefinancial year ended March 31, 2020, except the remark /
observation made by the Statutory Auditor in the Audit Report.
INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act, 2013, the
Company has appointed anInternal Auditor who reports to the Audit Committee. Quarterly
internal audit reports are submitted to the AuditCommittee which reviews the audit reports
and suggests necessary action.
CERTIFICATE ON NON DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practicing Company Secretary that none of the
Directors on the Board of the Company are disqualified as on 31.03.2020 in accordance with
Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed
as Annexure IV.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal 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 the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.
BOARD MEETINGS:
The Company holds Six Board meetings in a year, inter-alia, to review the financial
results of the Company and other specific matters as and when required. The decisions and
urgent matters approved by way of circular resolutions, if any, are placed and noted at
the subsequent Board meeting.
During the financial year 2019-20 Six (6) Board Meetings were convened
and held. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For details of the meetings
of the board along with the attendance of the respective Directors, please refer to the
Corporate Governance Report forming part of this Annual Report.
BOARD COMMITTEES:
The Company has a duly constituted Audit Committee as per the provisions of Section 177
of Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure)
Requirement Regulations, 2015 with the stock exchanges. The Board of Directors has
constituted two other committees namely Nomination and
Remuneration Committee and Stakeholders Relationship Committee, which enables the
Board to deal with specific areas / activities that need a closer review and to have an
appropriate structure to assist in the discharge of their responsibilities.
The details of the composition of the Audit Committee along with that of the other
Board committees and their respective terms of reference are included in the Corporate
Governance Report forming part of this Annual Report.
The Audit Committee and other Board Committees meet at regular intervals and ensure to
perform 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 in
Section 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 with
Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the
Annual Return as at March 31, 2020, in the prescribed form MGT 9, forms part of this
report and is annexed as Annexure III.Our Website is
www.moryoindustries.wordpress.com/copy of the annual return is placed on the website.
POSTAL BALLOT:
No postal Ballot was held during the year 2019-2020.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014
Ratio of remuneration of each director to the median remuneration of the employees of
the company for the year 2019-2020
| Name & Designation |
Remuneration Received (In Rs. Lakh) |
Ratio to median remuneration |
| 1. Mr. Prasad Raghunath Budhakar ED |
1,80,000 |
1.78 |
| 2. Mr. Shyamsingh R Singh ED |
84,000 |
0.83 |
| 3. Mr. Ajay Kumar Pal CS |
1,20,890 |
1.20 |
| 4. Mr. Davendra Kumar CS |
59,400 |
0.59 |
All appointments are / were non-contractual.
Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel
Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash
basis The median remuneration of employees of the Company during the financial year was
Rs. 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, a
separate section titled ‘Report on Corporate Governance and ‘Management
Discussion and Analysis forms part of this Annual Report. The Report on Corporate
Governance also includes certain disclosures that are required, as per Companies Act,
2013.
Auditors Certificate confirming compliance with the conditions of Corporate Governance
as stipulated under regulations of SEBI (Listing Obligation & Disclosure Requirement)
Regulations, 2015 also forms part of this Annual Report.
SHARE CAPITAL
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 a
formalized Risk Management Structure, along with other aspects of Risk Management i.e.
Credit Risk Management, Operational Risk Management, Market Risk Management and Enterprise
Risk Management. The Risk Management Committee of the Board, on periodic basis, oversees
the risk management systems, processes and minimization procedures of the Company.
HUMAN RESOURCES:
Your Company believes that its employees are one of the most valuable assets of the
Company. During the year under review, the Company organized various training programs at
all level to increase the skill of the employees. The employees are deeply committed to
the growth of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015,
the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that
encourages and supports its Directors and employees to report instances of unethical
behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or
Ethics Policy. It also provides for adequate safeguards against victimization of persons
who use this mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases. The details of the same are provided in Corporate Governance Report
forming part of this Annual Report. The policy is available on the website of the company
www.moryoindustries.wordpress.com
During the financial year 2019-2020, no cases under this mechanism were reported in the
Company.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:
The Company has in place a Policy on Prevention, Prohibition &Redressal of Sexual
Harassment of Women at Workplace. The primary objective of the said Policy is to protect
the women employees from sexual harassment at the place of work and also provides for
punishment in case of false and malicious representations. The policy is available on the
website of the company www.moryoindustries.comor
https://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 were
reported at any workplace of the company.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The directors will be introduced to all the Board members and the senior management
personnel such as Chief Financial Officer, Company Secretary and Various Department heads
individually to know their roles in the organization and to understand the information
which 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 the
conservation of energy, technology absorption and foreign exchange earnings and outgo are not
applicable to it.
| Particulars |
2019-20 |
2018-19 |
| Conservation of Energy |
NIL |
NIL |
| Technology Absorption |
NIL |
NIL |
| Foreign Exchange Earnings & Outgo |
NIL |
NIL |
INDUSTRIAL RELATIONS:
During the year under review, your company enjoyed cordial relationships with workers
and 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 year
2020-21 on time.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under
SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief
Executive 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 COMPANYS OPERATIONS IN FUTURE
There are not significant and material orders passed by the regulators or courts or
tribunals that would impact on going concern of the Company and its future operations
during the Financial Year 2019-20.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of the companies Act, 2013 every company shall require to
constitute a corporate social responsibility committee who cross the threshold limit as
prescribed under the Act. So accordingly these provisions our company does not fall under
the said limit as prescribed. Thusyour company do not required to constitute the committee
during the Financial Year 2019-20.
APPRECIATION &ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Companys Customers,
Bankers and others for their continued support and faith reposed in the Company. The Board
also places on record its deep appreciation for the dedication and commitment of the
employees at all levels. The Directors would also like to thank BSE Ltd., National
Securities 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 |
|
+91-9892691696
