Terraform Realstate Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Board of Directors is pleased to present the 39^,h 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:

Particulars	Financial Year 2023-24 (Rs in Lakhs)	Financial Year 2022-23 (Rs in Lakhs)
Revenue from operations
Other Income	0.01	0.01
Less: Total Expenditure	4.90	4.59
Profit/(Los$) before Tax	(4.89)	(4.58)
L.cssLlaxJExpenses
Current Tax
Deferred Tax	0.42	1.36
Short Provision of earlier year
Profit /(Loss) after Tax	(4.47J	_(3J2)
Interim-Dhddr.nri
Corporate Dividend Tax	•
Transfer to General Reserve	.
Earnings Per Share	(0.89)	(0.64)

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 CAPITA!.:

1 here is no change in die 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 lias 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 activity¹.

7. CHANGES 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.

I he 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 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 the Real Estate Business and once the business
activity will be commenced mechanism for mitigating the risk will be established. There are good
opportunities in exploiting the Development Rights.

13. SAFETY AND HEALTH:

Safety and Health are the prime focus in the Real Estate Business and the Company will take
required actions as and when the construction or business activities are commenced.

14. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

Humans arc 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 Company’s Policies and Systems.

15. DIRECTORS:

(•) RE-APPOINTMFNT OF MR.NAINESH SHAH AS A DIRECTOR OK TI1F
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 t hey meet
the criteria of independence as provided in sub-section (6) of Section 14<> of the
Companies Act, 2013 and under the SEB1 (Listing obligations and Disclosure
Requirements, 2015 (the Listing regulation).

Tlie 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 (IICA). Ail Independent Directors of
the Company are registered with IICA.

(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
Bourd. The performance evaluation of the Cliaimian 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 die provisions of Section 203 of die Companies Act, 2013, the following arc the Key
Managerial Personnel (“KMP”) of the Company as on March 31,2024:

Sr. No.	Name	Designation
1	Mr. Nainesh K. Shah	Managing Director
2	Mr. Praslvant Sutar	Chief Financial Officer
3	Mrs. Ankita 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 19^th July, 2023

•Mrs. Ankita Gupta has been appointed as Company Secretary and Compliance Officer of tlie
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 3^,<1 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 38'''' 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 lor 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	6 of 6	Yes
Mr. Vimal K. Shah	Director	6 of 6	Yes
Mrs. Bhavisha Dedhia	Director	6 of 6	Yes
Mr. Uday Mota	Director	6 of 6	Yes
Mr. Hemal R. Haria	Independent Director	6 of 6	Yes
Mr. Gautam Raj an	Independent Director	6 of 6	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, 5 (Five) Audit Committee Meetings were held on May
30, 202j, 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:

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

Hie 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 arc
made available on the website of the Company www.terraformrcalstate.com and are also, sent to
the Stock Exchange where the Company’s Equity Sltares are listed for dissemination at their
respective website.

Ill) NOMINATHON 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:

Name of the Member	Designation	No. of Meetings Attended
Mr. Hemal Haria	Chairman (Independent)	I of 1
Mr. Vimal K. Shah	Member	1 of 1
Mr. Gautam Rajan	Member (Independent)	1 of 1

The Nomination and Remuneration Policy, which was approved by the Board is available on the
Company''s website and can accessed through die Web Link at www.tcrraformrealstatc.com.

IV) INDEPENDENT DIRECTORS’ MEETINC:

During the 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
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. VICl.L MECHANISM /WHISTLE BLOWER POLICY FOR THE DIRECTORS A\n

EMPLOYEES: -

The Company has a vigil Mechanism/ Whistle Blower policy to deal with instance of fraud and
mismanagement, it any. During the year, there were no instances in this regard, received by the
Company.

19. RISK MANAGEMENT POl.lfV:

Risk management policy has been developed and implemented. The Board is kept informed of the
risk mitigation measures being taken through risk mitigation rcport/operaiion report. There are no
current risks which threaten the existence of the Company.

20- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGoT

1 he details of conservation ot energy, technology absorption, foreign exchange earnings and
outgo arc as follows:

A.	CONSERVATION OF ENERGY	During the Financial Year under review, the Company has not carried out any commercial activity.
B.	TECHNOLOGY ABSORPTION, ADAPTATION S& 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
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:

a. 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 state 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) 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 II 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 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 vear;	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 vear.	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 arc out sourced.
(iv) The number of permanent employees on the rolls of the company;	There are no permanent employees oa 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 arc any exceptional circumstances for increase in the managerial remuneration;	Not applicable i
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.	Not relevant

(»'') 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 27°'' September, 2024 and M/s. J.D Zatakia & Co
Chartered Accountants, Mumbai (Registration No. II1777W), have been proposed to be
appointed as Statutory Auditors of the Company for a term of five years to hold office from ’he
conclusion of ensuing 39^;" Annual General Meeting until the conclusion of 44^lh Annual General
Meeting to be held in the year 2029.

Comments on Auditor''s 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. 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. 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 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 RF.FF.KKlvrp rn

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 bv
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 arc given in the Financial Statements.

28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED

mS6ShhSBh

I

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 lias 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.

(B) ISSUE OF SWEAT EQUITY SHARES:

1 he 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.

(Q 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.

(0) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
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. PROHIBIT ION & REDRESSA1A 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 Redrcssal of
Sexual Harassment of women at workplace.

32. LISTING OF SHARKS:

The Com^pany‘_s equity shares are listed at BSE Limited and the Annua! 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
the Company. Your Directors also wish to place on record their appreciation for the committed
services ol all the Employees of the Company.

For and on behalf of the Board of Directors

Nainesh K. Shah Uday^ota

Managing Director Director

DIN: 00166112 DIN: 08635338

Place : Mumbai

Date : September 03, 2024

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Mar 31, 2014

Dear Members,

The Directors are pleased to present 29th Annua! Report for the period ended 31st March, 2014.

FINANCIAL RESULTS:

During the year under review, the Company has earned an income of Rs. 1,37,088/- (Previous Year Rs. 94,930/-) and has incurred expenditure of Rs. 1, 31,485/- (Previous Year 1, 53,310/-). The Company has registered a profit of Rs. 5,603/- (Previous Year loss of Rs. 58,380/-) for the year under review. No depreciation has been provided for as there is no depreciable asset.

BUSINESS:

The Company has acquired developments rights in a Plot of land situated at Mumbra, (Thane District) and is waiting for right opportunity to commence development activity on the said property.

DIRECTORS:

Mrs. Richa Ruchika and Mr. Kishor Shah, Directors'' of the Company retire 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-second 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 annua! 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 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:

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

B. TECHNOLOGY ABSORPTION, NIL ADAPTATIONS & INNOVATIONS

C. FOREIGN EXCHANGE EARNIGS 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

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 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 Associates and Stake holders.

By order of the Board, For TERRAFORM REALSTATE LIMITED PLACE; MUMBAI DATE: 28th May, 2014 CHAIRMAN VIMAL SHAH Din No:- 00716040

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Mar 31, 2013

To, The Members of TERRAFORM REALSTATE LIMITED

The Directors are pleased to present 28th Annual Report for the period ended 31st March, 2013.

FINANCIAL RESULTS:

The Company during the year under review, has registered the income of the Company of Rs 94,930 and has incurred regular administrative expenses of Rs. 1,53,310/- (Previous Year 1,55,769/-) . Consequently the Company has suffered a loss of Rs. 58,380/- during the year under review (Previous Year loss of Rs. 1,55,769/-). No depreciation has been provided for as there is no depreciable asset.

PROSPECTS:

The Company has acquired developments right in respect of Plot of land at Mumbra (Thane District). The land is not developed due to procedural problem like reservation and occupation of Plot by tenants. The Company is confident to resolve the problem/issues faced and to start the development of the said Property.

DIRECTORS

Shri Nainesh 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 General Meeting and, being eligible having expressed their willingness to be re-appointed as Statutory Auditors till next Annual General Meeting . A Certificate from the said Statutory Auditors has been obtained as to their eligibility under section 224(1B) of the Companies Act, 1956.

DIRECTOR''S 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 annua! accounts for the financial year ended 31st March 2013, the applicable accounting standards had been followed along with proper explanation relating to materia! 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 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;

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 BSE Ltd. Mumbai, and applicable listing fees as applicable 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 Responsibilitv(CSR) may also be implemented as and when the Company''s development Project commences its activities.

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 agencies associated with the Company.

By order of the Board,

For TERRAFORM REALSTATE LIMITED PLACE: MUMBAI

DATE: 2013 CHAIRMAN

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Mar 31, 2012

To, The Members of EVEREST FINTRADE LIMITED

The Directors are pleased to present 27th Annual Report for the period ended 31st March, 2012.

FINANCIAL RESULTS AND PROSPECTS:

During the year under review, the Company has reported nil income and has incurred regular administrative expenses of Rs. 1,55,769/- (Previous Year ) and suffered a loss of Rs. 1,55,769/- (Previous Year loss of Rs. 1,08,650/-).

The Company has acquired developments right in respect of plot of land at Mumbra (Thane District). The land is not developed due to technical problem like reservation and presence of tenants on the plot. The Company has made a plan for the next financial year for resolving the technical problem which has been faced and will start the development of the property.

DIVIDEND:

Due to loss, Board of Directors do not recommend dividend for the current year.

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 Ruchika 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.

DIRECTOR'S 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 EVEREST FINTRADE LIMITED

DIRECTOR

PLACE: MUMBAI DATE: August 14, 2012

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Mar 31, 2009

The Directors are pleased to present 24th Annual Report for the year ended 31st March, 2009.

FINANCIAL RESULTS:

During the period under review Company has incurred loss of Rs. 1, 16,589/-

PIVIDEND:

In view of no profit, your Board is unable to recommend any dividend for the year ended 31st March, 2009.

AUDITORS:

M/s. J. D. Zatakia & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company retires at the conclusion of ensuing Annual General Meeting. They have expressed their willingness to continue for the next year and necessary eligibility Certificate U/s.224 (1B) of the Companies Act, 1956 is received from them. Your Directors recommend their appointment.

PARTICULARS OF EMPLOYEES STATEMENT:

The Particulars of employees within the meaning of the Section 217(2A) of the Companies Act, 1956 read with (particulars of Employees) Rule, 1975 as amended is reported to be NIL.

DIRECTORS RESPONSIBILITY STATEMENT:

As required vide section 217(2AA) of the Companies Act, 1956, the directors hereby confirm:-

(i) That in the preparation of the annual accounts, 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 consistently and made judgments and estimates {fiat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or 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 this Act 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 REMUNERATION

During the financial year, the company had no employees in receipt of remuneration attracting the provision of Section 217 [2A] of the Companies Act, 1956

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

In accordance with the provision of Section 217 [1] (e) of the Companies Act,1956 the required information relating to Conservation of Energy, technology, absorption, adoption & innovation, foreign exchange earnings & 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 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.

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 FINTRADE LIMITED

DIRECTOR PLACE: MUMBAI DATE: 12 AUG 2009