Terraform Magnum Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

riie Board of Directors is pleased to present the 42’* 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 thereunder.

1.FINANCIAL RESI LTS:

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

Particulars	Financial Year 2023-24 (Rs in Lakli.s)	Financial Year 2022-23 (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:

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. 0.66 Lakhs (Previous Year of Rs. 71 35
Ukhs) .The Company has made an expenditure of Rs 9.24 Lakhs (Previous Year of Rs 1894 O’ Lakhs")
and Company has a loss of Rs. 8.58 Ukhs (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 I Acceptance of
Deposits) Rules, 2014. ^r

6. CURKENT STATUS;

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

7. CHANGES IN THE NATURE OF BUSINESS;

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

8-liJiPPATON 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.

^-CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
201 ? 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 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 lurnish 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 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, fhe 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 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 RESOURC''F.S/INDUS l''RIAI. RELATIONS:

Humans are considered as one of die 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) REiA.PPQINTMKNT_Qjl''_-iyiR. NAINESH S11AH 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 (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.

(«•) 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 ofCoiporate 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:

BBOARD 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 41* 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:

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. Vtmal K. Shalt	Director	5 of 5	Yes
Mr. Hemal R. Haria	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
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, 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. V''imal 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 Company’s quarterly Un-audited Standalone Financial Results are made
available on the website of the Company w ww. terra formma g n urn .cum and are also sent to the Stock
Exchange where the Company’s Equity Shares are listed for dissemination at their respective website.

HI) NOMINATION AND REMUNERATION COMMUTE!¹'':

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 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. No.	Name of the Member	Designation	No. of Meetings Attended
1.	Mr. Hemal R. Haria	Chairman and Non-Exccutive Independent Director	2 of 2
2.	Mr. Nainesh K. Shall	Member	2 of 2
3.	Mr Gautam Rajan	Member and Non-Executive Independent Director	2 of 2

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

IV) INDEPENDENT DIRECTORS'' MEETING:

During the year under 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 the 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. Vigil.-. MECHANISM /WHISTLE BLOWER POLICY FOR HIE DIRECTORS AND
EMPLOYEE''S: --—¹â€”

ihe 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. ^mR.YATION_. OF ,, ENERGY, TECHNOLOGY ABSORPTION AND FORM km

EXCHANGE EARNINGS AND OUTGO: ~~

The details of conservation of energy, technology absorption, foreign exchange earnings anas follows:

A.	CONSERVATION Ol- ENERGY	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 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 die 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. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a. that in the preparation ol the Annual Accounts for the year ended March 31, 2024. in¬
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 the Company as at March 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 tcrralbimmagnum.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
required to disclose following information in the Board''s 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	Not applicable

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;
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:

(i) STATUTORY AUDITOR:

M/s. DM KM & Co., Chartered Accountants, having Firm Registration No. 116886W shows his
unwillingness to continue as Auditors of die Company from the forthcoming Annual General Meeting of
the Company to be held on 27^th September. 2024 and M/s. J.D Zatakia & Co.. Chartered Accountants,
Mumbai (Registration No. 111777W). 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^M Annual General
Meeting until the conclusion of 47^th Annual General Meeting to be held in the year 2029

Comments on Auditor''s Report:

There are no leservations / qualifications or adverse remarks contained in Auditor’s 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) o: the Companies Act 2013 and Rule 9 oT the Companies (Appointment and Renumeration 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.OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE- TO TIIF

FI N A NCI A L S r ATEM ENTS: --^::

The Company not being in operation lias 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. 1IART1.CU.LARS 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 (Share Capital and
Debentures) Rules, 2014

ISSUE OF .SWEAT'' EQUITY SHARES:

Ihc 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 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 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.

(^D) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASS 111) BY IMF

REfilJLATQRS OR COURTS OR TRIBUNALS IMPACTING THE GOING OONfTTf\
¦STATUS AND COMPANY’S OPERATIONS IN FUfURET ~ --

Hie 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 all 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 hid AS 115 on fulfilment of specific performance obi igation and
resolution of significant uncertainties.

LEL D I.SCLpS.U UTS UN PER SEXUAL HARASSMENT 01 WOMEN Al WOKKIM ACE
{PREVENTION,PROHIBITION & KEDRESSAU ACT20LL "--''

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 of Sexual
Harassment of women al workplace.

31. LISTING OF SHARES:

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

32. ACKNOWLEDGEMENT:

Y°u« 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

Uday lMotn Vimal K. Shah

Managing Director Director

DIN: 08635338 DIN:007!6040

Place: Mumbai

Date: September 03, 2024

---

Mar 31, 2014

The Members,

TERRAFORM MAGNUM LIMITED

The Directors are pleased to present 32nd Annual Report for the period ended 31st March, 2014.

FINANCIAL RESULTS:

During the year under review, the Company has earned an income of Rs. 1,33,824/- (Previous Year Rs. 8,18,538/-) which is by way of Dividend and Long Term Capital Gains arising out of investment and dealing in Shares. The Company has made an expenditure of Rs. 1, 34,640/- (Previous Year 1, 65,463/-), and registered a loss of Rs. 816/- {Previous Year profit of Rs. 6, 53,074/-). No depreciation has been provided for as there is no depreciable asset.

BUSINESS:

The Company has a Property situated at Kandivali, Mumbai and waiting for right opportunity for its development.

DIRECTORS

Mrs. Richa Ruchika and Mr. Nainesh Shah, Directors'' of the Company retires by rotation and, being eligible, offers themselves for re-appointment.

STATUTORY AUDITORS

M/s. J.D. Zatakia & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. J.D. Zatakia & Co as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty-fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them 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 31st March, 2014 and loss of the Company for that period,

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES STATEMENT:

During the financial year, the Company had no employees in receipt of remuneration attracting the provision of the section 217(2A} of the Companies Act, 1956.

PARTICULARS CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNINGS & OUTGO:

A. I CONSERVATION OF ENERGY

During the Financial Year under review, the Company has not carried out any commercial activity.

B. TECHNOLOGY ABSORPTION, " NIL _ADAPTATIONS& INNOVATIONS

DEPOSITS:

During the year under review the Company did not accept any Deposit from the Public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

LISTING OF SHARES

The Shares of the Company are listed at BSE Ltd. Mumbai, and applicable listing fees have been paid.

CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions under the Clause 49 of the Listing Agreement are not applicable to the Company. The Company prepares the quarterly Unaudited Financial Results and submits the same to the Stock Exchange within time frame . Voluntary Guidelines issued by the Ministry of Corporate Affairs will be observed as and when the Company commences its developmental activities Corporate Social Responsibility (CSR) may also be implemented as and when the Company''s development Project commences its activities.

COMPLIANCE CERTIFICATE

In accordance with Section 3S3A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. Dholakia and Associates, Practicing Company Secretaries confirming that the Company has complied with ail the provisions of the Companies Act, 1956 during the financial year under review and a copy of such certificate is annexed to this Report.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with Related Parties have been disclosed separately and form a part of this Report.

ACKNOWLEDGEMENTS

The Board places on records its appreciation of the support extended by the Associates and Stake holders.

By order of the Board, For TERRAFORM MAGNUM LIMITED

PLACE: MUMBAI DATE: 28,th May, 2014 CHAIRMAN VIMALSHAH Din No:- 00716040

---

Mar 31, 2013

To, The Members of TERRAFORM MAGNUM LIMITED

The Directors are pleased to present 31st Annua! Report for the period ended 31st March, 2013.

FINANCIAL RESULTS:

The Company during the year under review, has earned an income of Rs. 8,18,538/- (Previous Year Rs. 17,90,345/-) and has made an expenditure of Rs.1,65,463 /- (Previous Year 1,71,455/-) The Company has earned a profit of Rs. 6,53,074/- (Previous Year profit of Rs. 16,18,890) /-. No depreciation has been provided for as there is no depreciable asset.

BUSINESS:

The Company has maintained its Property at Kandivali, Mumbai and waiting for good opportunity for its development.

DIRECTORS

Shri Kishor Shah, Director of the Company retires by rotation and, being eligible, offers himself for re-appointment.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. J.D. Zatakia & Co., Chartered Accountants retire at the conclusion of this Annual Genera! Meeting and, being eligible having expressed their willingness to be re-appointed as Statutory Auditors till the conclusion of the next Annual General Meeting . A Certificate from the said Auditors has been obtained as to their eligibility under section 224(1B) of the Companies Act, 1956. There is no qualification or observation made by the Auditors in their Audit Report for the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31s March 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them 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 31st March, 2013 and profit of the Company for that period.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis. PARTICULARS OF EMPLOYEES STATEMENT:

During the financial year, the Company had no employees in receipt of remuneration attracting the provision of the section 217(2A) of the Companies Act, 1956.

PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION AND INNOVATION. FOREIGN EXCHANGE EARNINGS & OUTGO:

Since the Company has not carried out any development or construction activity, information relating to Conservation of Energy, technology, absorption, adoption & innovation, is not applicable to the Company. There are no foreign exchange earnings or outgo.

DEPOSITS:

During the year under review the Company did not accept any Deposit from the Public within the meaning of Section 5SA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

LISTING OF SHARES

The Shares of the Company are listed at BSE Ltd. Mumbai, and applicable listing fees have been paid.

CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions under the Clause 49 of the Listing Agreement are not applicable to the Company . ThP Company prepares the quarterly Unaudited Financial Results and submits the same to thP stock Exchange within time frame . Voluntary Guidelines issued by the Ministry of Corporate Affairs will be observed as and when the Company commences its developmental activities Corporate Social Responsibilitv(CSR) may also be implemented as and when the Company''s development Project commences its activities.

COMPLIANCE CERTIFICATE

In accordance with Section 3S3A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. Dholakia and Associates, Practicing Company Secretaries confirming that the Company has complied with all the provisions of the Companies Act, 1956 during the financial year under review and a copy of such certificate is annexed to this Report.

RELATED PARTY TRANSACTIONS

in accordance with the Accounting Standard 18 prescribed by the institute of Chartered Accountants of India, transactions with Related Parties have been disclosed separately and form a part of this Report.

ACKNOWLEDGEMENTS:

The Board places on records its appreciation of the support extended by the Associates and Stake holders. By order of the Board,

For TERRAFORM MAGNUM LIMITED

PLACE: MUMBAI

DATE: 2013 MAY 2013 CHAIRMAN

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Mar 31, 2012

To,The Members of TERRAFORM MAGNUM LIMITED

The Directors are pleased to present 30th Annual Report for the period ended 31st March 2012.

FINANCIAL RESULTS AND PROSPECTS:

The Company during the year under review, the Company has accounted an income of Rs. 17,90,345/- (Previous Year Rs. 69,736/-) and has made expenditure of Rs. 1,71,455/- (Previous Year 1,11,693/-) and earned a profit of Rs. 1,618,890/- (Previous Year loss of Rs. 41,957/-). No depreciation has been provided for as there is no depreciable asset.

DIVIDEND:

The Board of Directors has decided to conserve the profits and hence they have not recommended any dividend for the year under review.

BUSINESS:

The Company has maintained its property at Kandivali and waiting for few statutory approvals for its development. Directors are exploring all the avenues for the commencement of development projects.

NAME CHANGE OF THE COMPANY:

The Company has changed its name from Everest Buildcon Limited to Terraform Magnum Limited with effect from 14th June, 2012

DIRECTORS

Shri Vimal Shah, Director of the company retires by rotation and, being eligible, offers himself for re-appointment.

During the Financial Year under review, Mrs. Richa Ruchilo was co-opted as a Director of the Company at an Extra-Ordinary General Meeting held on 23rd January, 2012.

AUDITORS:

The Auditors of the Company M/s. J.D. Zatakia & Co., Chartered Accountants retire at the conclusion of the Annual General Meeting and, being eligible, have expressed their willingness to be re-appointed. A Certificate from the said Auditors has been obtained as to their eligibility under section 224(1B) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them 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 31st March, 2012.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES STATEMENT:

During the financial year, the Company had no employees in receipt of remuneration attracting the provision of the section 217(2A) of the Companies Act, 1956.

PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Since the Company has not carried out any development or construction activity, information relating to Conservation of Energy, technology, absorption, adoption & innovation, is not applicable to the Company. There are no foreign exchange earnings or outgo.

DEPOSITS:

During the year under review the Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

LISTING OF SHARES

The Shares of the Company are listed at Bombay Stock Exchange Ltd. Mumbai, and applicable listing fees as applicable have been paid

CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

Provisions of Clause 49 of the Listing Agreement are not applicable. The Company prepares the quarterly unaudited financial results and submits the same to the stock exchange. Voluntary Guidelines issued by the Ministry of Corporate Affairs will be observed as and when the Company commences its developmental activity. Corporate Social Responsibility may also be implemented as and when the Company's development project commences its activity.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s. Dholakia and Associates, Practicing Company Secretaries confirming that the Company has complied with all the provisions of the Companies Act, 1956 during the financial year under review and a copy of such certificate is annexed to this Report.

RELATED PARTY TRANSACTIONS

In accordance with the Accounting Standard 18 prescribed by the Institute of Chartered Accountants of India, transactions with related parties have been disclosed separately and form a part of this report.

ACKNOWLEDGEMENTS:

The Board places on records its appreciation of the support extended by the members, employees, bankers and persons associated with the Company,

By order of the Board, For TERRAFORM MAGNUM LIMITED

DIRECTOR

PLACE: MUMBAI DATE : August 14, 2012

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Mar 31, 2009

The Directors are pleased to present 27th Annual Report for the period ended 31st March, 2009.

FINANCIAL RESULTS :

The Company during the period under review, has earned profit of Rs. 85,282/-

DIVIDEND :

In view of the financial position of the Company, your Board is unable to recommends any dividend for the period ended 31st March, 2009.

DIRECTORS :

Shri Kishore Shah and Mr. Nainesh Shah, Directors of the company retires by rotation and, being eligible, offers themselves for re-appointment.

AUDITORS :

The Auditors of the Company M/s. J.D.Zatakia & Co., Chartered Accountants retire at the conclusion of the Annual General Meeting and, being eligible, have expressed their willingness to be re-appointed. A Certificate from the said Auditors has been obtained as to their eligibility under section 224(1 B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that.in the preparation of the annual accounts for the financial year ended 31st March 2008, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them 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 31st March2008.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES STATEMENT :

During the financial year, the Company had no employees in receipt of remuneration attracting the provision of the section 217(2A) of the Companies Act, 1956.

PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY. ABSORPTION, ADOPTION AND INNOVATION, FOREIGN EXCHANGE EARNINGS & OUTGO :-

In accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 the required information relating to_conservation of energy, technology, absorption, adoption and innovation, foreign exchange earning and outgo is annexed hereto which is part of this report.

DEPOSITS:-

During the year under review the Company did not accept any deposit from the public within the meaning of Section 58 A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

LISTING OF SHARES:-

The Shares of the Company are listed at Bombay Stock Exchange Ltd. Mumbai, and applicable listing fees as applicable have been paid

ACKNOWLEDGEMENTS ;

The Board places on records its appreciation of the support extended by the members, employees, bankers and persons associated with the Company.

By order of the Board For EVEREST BUILDCON LIMITED



DIRECTOR PLACE : MUMBAI DATE: 12 AUG 2009