Tarang Projects & Consultant Ltd Directors Report.

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