| Dear Members,
The 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 Company's performance has been very
good. In the year under review, company's 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 / DATE OF
RESIGNATION 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
Place: Ghaziabad Shailesh B Patel
Date: September 01,2015 Chairman and Managing Director
(DIN 02456670)
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