Dear Members,
Your Directors have great pleasure to present the Annual Report together with Audited
Financial 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 |
2. OPERATIONS
During the year under review, the Companys performance has been very good. In the year
under review, companys total revenue has been Rs.3607.17 Lacs whereas in the previous
year, the total revenue of the company was Rs.31.10 Lacs.
3. DIVIDEND
Your Directors have considered it prudent not to recommend any dividend on equity
shares for the year ended March 31, 2015 in order to conserve the resources for future.
4. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is
presented 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. DIRECTOR’S 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 have
been followed along with proper explanation relating to material departures;
(b) Appropriate accounting policies have been selected and applied consistently and
have 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, 2015 and of the
profit of the Company for the year ended March 31, 2015;
(c) Proper and sufficient care has been taken 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) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all
applicable 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 the
Company regarding the compliance of provisions of Corporate Governance and the Management
Discussion 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 entered
during the financial year with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company’s website.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
There are no material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.
10. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material 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 by
rotation 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 and
Compliance Officer. She resigned on July 31, 2014 and in her place Mr.B.P.Singhania was
appointed as Compliance Officer of the Company. Subsequently, Ms. Sonia Jain was appointed
as 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 appointed
as Managing Director of the Company. The Board is further strengthened by induction of
Mr.Bhaumik Patel as Non Executive Non Independent Director and Ms.Sitaben Patel as Woman
Non Executive Non-Independent Director on May 23, 2015 who is liable to retire by
rotation. Ms.Sonia Jain resigned w.e.f. August 01, 2015. On her resignation, Mr.Shailesh
Patel 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 Company
confirming that they meet the criteria of independence as prescribed both under the Act
and 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 Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually, as well as the evaluation of the working of its
Audit, Nomination & Remuneration and other Compliance Committees.
14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry.
The details of programmes for familiarisation of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on 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 is
Mr.Sandeep Kumar Gothwal, Independent Director. All the recommendations made by the Audit
Committee were accepted by the Board.
B) Stakeholder’s Relationship Committee
The Stakeholder’s Relationship Committee has met regularly in the course of the
year. As on March 31, 2015, approx 99% of the Company’s total paid up Equity Share
capital was held in Demat Form and there were no investor grievances pending with the
Registrar.
C) Nomination and Remuneration Committee (NRC)
The NRC recommends to the Board the remuneration Package of Executive Directors, Key
Managerial 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 has
been entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Company’s enterprise wide risk management
framework; and
(b) Overseeing that all the risks that the organization faces such as strategic,
financial, credit, market, liquidity, security, property, IT, legal, regulatory,
reputational and other risks have been identified and assessed and there is an adequate
risk 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 is
exposed to various risks which might threaten its business continuity and operations, if
not identified and addressed in time.
The Company therefore follows a proactive risk management policy, aimed at protecting
its employees, assets and the environment, while at the same time ensuring growth and
continuity of its business. Regular updates are made available to Executive Directors and
Independent 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 Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration.
C) Whistle Blower Policy
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the Listing Agreement. Protected disclosures can be made by a whistle blower
through 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 under
review, there were no Related Party Transactions.
E) Anti-Sexual Harassment Policy
The Company has an Anti Sexual Harassment Policy in place. During the year under
review, there were no complaints in this regard.
F) Codes
Code of Conduct for Independent Directors
Code for Board and Designated Employees under Clause 49 Code of Conduct for Prevention
of Insider Trading
The above Policies and Codes are adopted by the Board and is available at
www.tarangprojects.com
17. MEETINGS OF THE BOARD
16 meetings of the Board of Directors were held during the year. For further details,
please refer report on Corporate Governance which forms part of this Annual Report.
18. AUDITORS
M/s. R Agrawal & Associates, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Company has received a letter to the effect that their
appointment, if made, would be within the prescribed limits under the Companies Act, 2013.
19. AUDITOR’S REPORT
The Auditors’ Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation. The Financial
Statement submitted to the exchange on May 29, 2015 had certain discrepancy as certain
figures were omitted while keying in the figures in the format. However, there had been no
change in the profit as at the end of the financial year ended on March 31, 2015. The
Board has taken note of the omission and has corrected the same in the Balance Sheet
annexed to this report.
Mr. Ramesh Chandra Bagdi & Associates was appointed as Secretarial Auditor to
conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to
section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit
Report 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 of
this 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 annexed
herewith.
22. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of remuneration aggregating to
the sum prescribed u/s. 197 of the Companies Act, 2013 ("the Act") read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
23. LOAN, GUARANTEE, SECURITY AND INVESTMENT
The Company has not made any loan, or given guarantee, or provided security to any
person, and has not made any investment that attracts the provisions of Section 186 of the
Companies Act, 2013 during the Financial Year.
24. PUBLIC DEPOSITS
During the year, the Company has not accepted any public deposit under of the Companies
Act, 2013 and the rules made there under.
25. LISTING
The Equity Shares of the Company is listed on Bombay Stock Exchange w.e.f. 14th
May,2014. The Listing Fee for the Financial Year 2015-16 has been paid by the Company to
the Exchange.
26. ACKNOWLEDGEMENTS
Your Directors take opportunities to show gratitude towards the assistance and
co-operation received from Banks and other Agencies and Shareholders resulting in improved
turnover during the year under review. Your Directors further appreciate the entire work
force 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 01,2015 |
(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 statutory
provisions and the adherence to good corporate practices by TARANG PROJECTS AND CONSULTANT
LTD. (hereinafter called the company). Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and
returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the company has, during
the audit period covering the financial year ended on 31 March, 2015 complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes
and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on 31 March, 2015 according
to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made there under and Companies Act,
1956 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 has
been appointed by the company however, in the opinion of management of the company and as
per size of the company, there is no need to appoint any - internal auditor still
the 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 were
required to be filed with ROC, KANPUR(UP) during the audit period.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules
made 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 there
under. (not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’) :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) 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 Disclosure
Requirements) Regulations, 2009; (not applicable to the company during the audit
period) ;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999; (not applicable to the company during
the 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 Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; (not applicable to the company during the audit period);
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998 (not applicable to the company during the audit period);
(vi) We have relied on the representations made by the Company and its officers for
systems and mechanism formed by the Company for compliances under other applicable Acts,
Laws and Regulations to the Company. The company is engaged in rendering of services
related to construction management of project i.e. consulting services hence no specific
Acts 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 been
notified under Section 118 of the Companies Act, 2013 for being applicable during the
period 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 Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above and subject to my comment
wherever it was required.
I further report that :
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all the directors to schedule the Board Meetings, agenda
and detailed notes on agenda were sent at least seven days in advance, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are
captured and recorded as part of the minutes.
I further report that :
There are adequate systems and processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance with applicable Laws, Rules,
Regulations 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) and
since 14/05/2014, the shares of the company have been listed at BSE, Mumbai hence the
details of corporate announcement, shareholding pattern and quarterly results etc. are
available since 14/05/2014 and not prior to that.
| For Ramesh Chandra Bagdi & Associates, |
| Company secretaries, |
| CS Ramesh Chandra Bagdi |
| Proprietor |
| ACS: 11800, C P No 2871 |
| Date : August 25, 2015 |
| Place : Indore |
+91-9892691696
