As on: Jun 07, 2025 08:48 AM
FOR THE FINANCIAL YEAR 2023-24
To,
The Members,
The Board of Directors is pleased to present the 39'* Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024. The Statement of Accounts, Auditors' Report, Board's 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 Company's financial performance for the year ended March 31, 2024 is summarized as below:
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 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.4.90 Lakhs (Previous Year of Rs. 4.59 Lakhs) and incurred loss of Rs. 4.89 Lakhs (Previous Year Loss of Rs. 4.58 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. CHANCES 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 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 crorcs as on the last day of previous financial year. Hence the Company is not required to furnish Corporate Governance Report for the financial year under review.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
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.
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 RESPONSIBILITY:
The criteria prescribed for the applicability of Corporate Social Responsibility under Section 13S 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 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 Rea) Estate Business and the Company will take required actions as and when the construction or business activities are commenced.
14. HUMAN RESOURCES/1NDIJSTRIAL RELATIONS:
Humans are considered os 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 Company's Policies and Systems.
15. DIRECTORS:
(i) RE-APPOINTMENT OF 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. Naincsh Shah (DIN: 00166112) 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.
(ii) DECLARATION BY AN INDEPENDENT DIRECTORS;
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing obligations and Disclosure Requirements, 2015 (the Listing regulation).
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 (UCA). All Independent Directors of the Company are registered with J1CA.
(iii) ANNUAL EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has earned 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 31.2024:
Ms. Sarita Gupta has resigned from the Post of Company Secretary and Compliance Officer of the Company with effect from 19* July, 2023
*Mrs. Ankita Gupta has been appointed as Company Secretary and Compliance Officer of the Company w.e.f October 18,2023.
Mr. Nainesh Shah (DIN: 00166112) is resigning from the post of Managing Director but continue to serve as a Director of the Company w.e.f 3rt September, 2024. Further the Board of Directors proposes to appoint the Ms. Bhavisha Dcdhia (DIN: 09471104) to act as the Managing Director of the Company w.e.f ensuing Annual General Meeting.
17. MEETINGS;
I) BOARD MEETINGS:
During the Financial year, total 6 (Six) Meetings of the Board of Directors were held i.e. on May 30, 2023, August 09, 2023. September 04, 2023, October 18, 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 38th 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 the purpose. The Company has not passed any resolution by circulation.
The attendance of the Directors at these Meetings was as under:
II) AUDIT COMMITTEE:
Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company's 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, 5 (Five) Audit Committee Meetings were held on May JO, 2023, August 09, 2023, October 18, 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 31,2023 is as follows:
The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Unaudited Standalone Financial Results as required by the Regulation 33 of the Listing Regulations. The Company's quarterly Un-audited Standalone Financial Results ate made available on the website of the Company www.terTaformrcalstate.com and are also, sent to the Stock Exchange where the Company's Equity Shares are listed for dissemination at their respective website.
HI) 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 31,2024, 1 (One) Nomination & Remuneration Committee Meeting were held on October 18,2023.
The composition of the Nomination & Remuneration Committee and the number of Meetings attended by each member during the year ended March 31,2024 is as follows:
The Nomination and Remuneration Policy, which was approved by the Board is available on the Company's website and can accessed through the Web Link at www.tcrrafomuealstatc.com.
IV) INDEPENDENT DIRECTORS* MEETING:
During die year under review, all Independent Directors met on June 21, 2023 and March 20, 2024 respectively 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 View's 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 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.
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 EARNTNCS AND OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo arc as follows:
21. INTERNAL CONTROL SYSTEMS:
The Company has an internal control system, commensurate with the size and nature of the Company's business. To maintain its objectivity and independence, the Audit function reports to the Chairman of the Audit Committee and 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. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors they make the following statements in terms of Section 134(3Xc) of the Companies Act, 2013:
u. 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 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 stale of affairs of the Company as at March 31, 2024 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 annual 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) road 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 OP 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 Board's Report:-
(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 have shown their unwillingness to continue as Auditor of the Company w.c.f from forthcoming Annual
General Meeting of the Company to be held on 27th 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 39th Annual General Meeting until the conclusion of 44th Annual General Meeting to be held in the year 2029.
Comments on Auditors Report;
There are no reservations / qualifications or adverse remarks contained in Auditor's Report for the year ended March 31,2024, which require any clarifications.' explanation. Hie Notes on financial statements are self-explanatory, and needs no further explanation.
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 (l) 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 2023-24 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 ail 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 lias not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(aX?) of the Act read with Rule 4(4) of the Companies (Share Capita! 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 S4(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(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.
(D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BV THF. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 Company's operations in future.
(E) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REPRESSAU 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 Redjessal of Sexual Harassment of women at workplace.
32. LISTING OF SHARES:
The Company's equity shares are listed at BSE Limited and the Annual Listing fees for the year 2023-24 has been paid.
33. 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 die Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.