Your Directors have great pleasure to present the Annual Report together with AuditedFinancial Accounts for the year ended on 31st March 2015
1. FINANCIAL HIGHLIGHTS
| || ||Rupees in Lacs |
|Particulars ||FY 2014-15 ||FY 2013-14 |
|Total Income ||3607.17 ||31.10 |
|Less: Expenditure ||3544.04 ||29.79 |
|Profit/(Loss) Before Tax ||63.13 ||1.31 |
During the year under review the Company's performance has been very good. In the yearunder review company's total revenue has been Rs.3607.17 Lacs whereas in the previousyear the total revenue of the company was Rs.31.10 Lacs.
Your Directors have considered it prudent not to recommend any dividend on equityshares for the year ended March 31 2015 in order to conserve the resources for future.
4. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India ispresented in a separate section forming part of the Annual Report.
5. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiaries Joint Ventures and Associate Companies.
6. DIRECTORS RESPNSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 the Directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2015 and of theprofit of the Company for the year ended March 31 2015;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
7. CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the Auditors of theCompany regarding the compliance of provisions of Corporate Governance and the ManagementDiscussion and Analysis Report forms part of this Annual Report.
8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contracts / arrangements / transactions enteredduring the financial year with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
There are no material orders passed by the Regulators / Courts which would impact thegoing concern status of the Company and its future operations.
10. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act none of the director is liable to retire byrotation at the ensuring Annual General Meeting.
During the year under review following changes took place in the management:
|NAME OF DIRECTOR ||DESIGNATION ||APPOINTMENT / RESIGNATION ||DATE OF APPOINTMENT/ RESIGNATION |
|Mr.Sandeep Kumar Gothwal ||NEID ||Appointment ||12.01.2015 |
|Mr.Samir Saxena ||NEID ||Appointment ||12.01.2015 |
| || ||Resignation ||12.03.2015 |
|Ms.Madalsa Kanoria ||NEID ||Resignation ||23.01.2015 |
|Ms.Rekha Jalan ||NEID ||Resignation ||23.01.2015 |
|Mr.Rakesh Kumar Berry ||MD ||Appointment ||09.02.2015 |
|Mr.B.P.Singhania ||MD ||Resignation ||09.02.2015 |
|Mr.Rajesh Kumar Goel ||NEID ||Appointment ||05.03.2015 |
|Mr.Rajendra Kulkarni ||NEID ||Appointment ||10.03.2015 |
NEID=Non Executive Independent Director and MD = Managing Director
During the year under review Ms.Pinky Singh was appointed as Company Secretary andCompliance Officer. She resigned on July 31 2014 and in her place Mr.B.P.Singhania wasappointed as Compliance Officer of the Company. Subsequently Ms. Sonia Jain was appointedas Company Secretary and Compliance Officer of the company by the Board on March 12 2015.
On resignation of Mr.Rakesh Kumar Berry on May 16 2015 Mr.Shailesh Patel is appointedas Managing Director of the Company. The Board is further strengthened by induction ofMr.Bhaumik Patel as Non Executive Non Independent Director and Ms.Sitaben Patel as WomanNon Executive Non-Independent Director on May 23 2015 who is liable to retire byrotation. Ms.Sonia Jain resigned w.e.f. August 01 2015. On her resignation Mr.ShaileshPatel has been appointed as Compliance Officer of the Company.
12. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
13. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and other Compliance Committees.
14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.
15. VARIOUS COMMITTEES OF THE BOARD
A) Audit Committee
The Audit Committee comprises of Four members. The Chairman of Audit Committee isMr.Sandeep Kumar Gothwal Independent Director. All the recommendations made by the AuditCommittee were accepted by the Board.
B) Stakeholders Relationship Committee
The Stakeholders Relationship Committee has met regularly in the course of theyear. As on March 31 2015 approx 99% of the Companys total paid up Equity Sharecapital was held in Demat Form and there were no investor grievances pending with theRegistrar.
C) Nomination and Remuneration Committee (NRC)
The NRC recommends to the Board the remuneration Package of Executive Directors KeyManagerial Personnel and other Employees
D) Corporate Social Responsibility (CSR)
The Company is not required to comply with CSR.
E) Risk Management Committee
There are no related party transactions during the year.
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Companys enterprise wide risk managementframework; and
(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks.
16. ADOPTION OF VARIOUS POLICIES AND CODES BY THE COMPANY
A) Risk Management Policy
The Company is required to follow an orderly risk management system as the Company isexposed to various risks which might threaten its business continuity and operations ifnot identified and addressed in time.
The Company therefore follows a proactive risk management policy aimed at protectingits employees assets and the environment while at the same time ensuring growth andcontinuity of its business. Regular updates are made available to Executive Directors andIndependent Directors at Board Meetings and in special cases on an ad-hoc basis.
B) Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration.
C) Whistle Blower Policy
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement. Protected disclosures can be made by a whistle blowerthrough an e-mail or telephone line or a letter to the Chairman of the Audit Committee.
D) Related Party Transaction Policy
The Company has laid down a Related Party Transactions Policy. During the year underreview there were no Related Party Transactions.
E) Anti-Sexual Harassment Policy
The Company has an Anti Sexual Harassment Policy in place. During the year underreview there were no complaints in this regard.
Code of Conduct for Independent Directors
Code for Board and Designated Employees under Clause 49 Code of Conduct for Preventionof Insider Trading
The above Policies and Codes are adopted by the Board and is available atwww.tarangprojects.com
17. MEETINGS OF THE BOARD
16 meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance which forms part of this Annual Report.
M/s. R Agrawal & Associates Chartered Accountants Statutory Auditors of theCompany retire at the conclusion of the ensuing Annual General Meeting and are eligiblefor re-appointment. The Company has received a letter to the effect that theirappointment if made would be within the prescribed limits under the Companies Act 2013.
19. AUDITORS REPORT
The Auditors Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation. The FinancialStatement submitted to the exchange on May 29 2015 had certain discrepancy as certainfigures were omitted while keying in the figures in the format. However there had been nochange in the profit as at the end of the financial year ended on March 31 2015. TheBoard has taken note of the omission and has corrected the same in the Balance Sheetannexed to this report.
Mr. Ramesh Chandra Bagdi & Associates was appointed as Secretarial Auditor toconduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant tosection 204 of the Companies Act 2013 and rules made thereunder. The Secretarial AuditReport for the FY 2014-2015 forms part of the Annual Report.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &EXPENDITURE
Conservation of energy and technology absorption is minimal hence does not form part ofthis report. Foreign exchange transactions during the year is Nil.
21. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith.
22. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of remuneration aggregating tothe sum prescribed u/s. 197 of the Companies Act 2013 ("the Act") read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
23. LOAN GUARANTEE SECURITY AND INVESTMENT
The Company has not made any loan or given guarantee or provided security to anyperson and has not made any investment that attracts the provisions of Section 186 of theCompanies Act 2013 during the Financial Year.
24. PUBLIC DEPOSITS
During the year the Company has not accepted any public deposit under of the CompaniesAct 2013 and the rules made there under.
The Equity Shares of the Company is listed on Bombay Stock Exchange w.e.f. 14thMay2014. The Listing Fee for the Financial Year 2015-16 has been paid by the Company tothe Exchange.
Your Directors take opportunities to show gratitude towards the assistance andco-operation received from Banks and other Agencies and Shareholders resulting in improvedturnover during the year under review. Your Directors further appreciate the entire workforce for their efforts and teamwork.
| ||For and on Behalf of the Board of Directors |
| ||Tarang Projects & Consutant Limited |
| ||Shailesh B Patel |
|Place: Ghaziabad ||Chairman and Managing Director |
|Date: September 012015 ||(DIN 02456670) |
SECRETARIAL AUDIT REPORT
Form No. MR-3
For the financial year ended on 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
To The Members
Tarang Projects and Consultant Limited
2F-CS-29 Ansal Plaza 2nd Floor Vaishali Dabur Chowk Ghaziabad (UP)-201010
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by TARANG PROJECTS AND CONSULTANTLTD. (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31 March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 March 2015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made there under and Companies Act1956 and Rules made there under to the extent applicable except following
- U/s 138 read with Rule 13 of Co. (Accounts) Rules 2014 no internal auditor hasbeen appointed by the company however in the opinion of management of the company and asper size of the company there is no need to appoint any - internal auditor stillthe management has assured me to appoint the same in F.Y. 2015-16.
- Certain Forms have not been filed by the company till 31.03.2015 which wererequired to be filed with ROC KANPUR(UP) during the audit period.
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-Laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder. (not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (not applicable to the company during the auditperiod) ;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (not applicable to the company duringthe audit period) ;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (not applicable to the company during the audit period);
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (not applicable to the company during the audit period);
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (not applicable to the company during the audit period);
(vi) We have relied on the representations made by the Company and its officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The company is engaged in rendering of servicesrelated to construction management of project i.e. consulting services hence no specificActs applicable to the company.
I have also examined compliance with the applicable Clauses of the following:
(i) The compliance of Secretarial Standards does not arise as the same has not beennotified under Section 118 of the Companies Act 2013 for being applicable during theperiod covered under the Audit.
(ii) The Listing Agreements entered into by the Company with Stock Exchanges except :-
Publication of audited and unaudited results in news papers.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above and subject to my commentwherever it was required.
I further report that :
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all the directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that :
There are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable Laws RulesRegulations and guidelines.
I further report that :
During the audit period there were no instances of:
(i) Public/Rights/Preferential issue of Shares/debentures/ sweat equity.
(ii) Redemption/buy-back of securities.
(iii) Merger/ amalgamation/ reconstruction etc.
(iv) Foreign technical collaborations.
Lastly the shares of the company is listed at U.P. Stock Exchange Kanpur(UP) andsince 14/05/2014 the shares of the company have been listed at BSE Mumbai hence thedetails of corporate announcement shareholding pattern and quarterly results etc. areavailable since 14/05/2014 and not prior to that.
|For Ramesh Chandra Bagdi & Associates |
|Company secretaries |
|CS Ramesh Chandra Bagdi |
|ACS: 11800 C P No 2871 |
|Date : August 25 2015 |
|Place : Indore |