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ANNUAL REPORT 2013-14
1
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, 2014
FINANCIAL HIGHLIGHTS
Particulars FY 2013-14
Amount in Rupees
FY 2012-13
Amount in Rupees
Total Income 3110285 556358
Less: Expenditure 2978814 133002
Profit/(Loss) Before Tax 131471 423356
OPERATIONS
During the year under review, the Company's performance has been progressive. The revenue of the company
for the year under review has been almost five times more than previous Year. In the year under review,
company's total revenue has been Rs.31,10,285, whereas in the previous year, the total revenue of the company
was Rs.5,56,358/-.
DIVIDEND
Your Directors have considered it prudent not to recommend any dividend on equity shares for the year ended
March 31, 2014 in order to conserve the resources for future.
INCREASE IN CAPITAL
To augment resources for working capital, during the year under review, your Company has issued 1,39,00,000
Equity Shares to Non promoters on preferential basis. In turn the Paid up Capital of the company has increased
from Rs. 50,00,000/- to Rs 14,40,00,000/-comprising of 1,44,00,000 Equity shares of Rs. 10/- each.
MANAGEMENT & ADMINISTRATION
During the year under reveiw, there has been no change in the management of the company. Ms.Pinky Singh,
Company secretary and Compliance officer of the company has resigned w.e.f. June 12, 2014. Mr. B.P.Singhania
was appointed as the Compliance Officer w.e.f. from June 12, 2014.
AUDITORS
M/s. D M Oza & 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 Section 224(1-B) of
the Companies Act, 1956.
AUDITOR’S REPORT
The comments in the Auditor’s Report with Notes of Accounts and Schedules are self explanatory.
DIRECTOR’S RESPNSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, your Directors hereby state and
confirm that:
1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed
along with proper explanations relating to material departures, if any;
2. We have 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 the affairs of
TARANG PROJECTS AND CONSULTANT LIMITED
2
the Company at the end of the financial year under review and for profit of the Company for the same
period.
3. We have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
4. Annual Accounts are prepared on a going concern basis.
PUBLIC DEPOSITS
During the year, the Company has not accepted any public deposit u/s. 58A of the Companies Act, 1956 and the
rules made there under.
PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of remuneration aggregating to the sum prescribed
u/s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended till date.
CORPORATE GOVERNANCE
During the previous year Corporate Governance Report was not mandatory as the Company’s Share Capital was
Rs. 50,00,000/-.
During the year under review, the Company’s Equity Share capital has increased from Rs. 50,00,000/- to
Rs.14,40,00,000/-and in turn needs to comply with Clause 49 of the Listing agreement. The Company is following
best practices and hence adopted all mandatory provisions of Clause 49 of the Listing agreement. 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.
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.
LISTING
Your Directors are pleased to inform you that the Equity Shares of the Company is now also listed on Bombay
Stock Exchange w.e.f. 14th
May,2014 along with U.P. Stock Exchange Limited.
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 Board of Directors
Place: Varanasi
Date: September 02, 2014 Director Director
ANNUAL REPORT 2013-14
3
MANAGEMENT DISCUSSION AND ANALYSIS
The pricing trend which looked downward since last few years, moderated during the current fiscal. The
moderation was visible across the locations where the company has presence. However, as per Residential
Housing Price Index (NHB) the recovery seems to be back on track with index registering higher positive growth
across the segments in the last quarter of fiscal.
Amendments to the DCR norms were another major facilitator for the real estate sector during the previous
year. New project launches and speed of execution which were at a decline for last few quarters due to lack of
approvals and clarity on government policy, started to pick up as developers got better clarity on amended
development regulations allowing them to align the projects based on amended norms.
The increased pace of approvals is also expected to convert the inherent market demand into actual sales over
the coming quarters.
CONSTRUCTION SERVICES
The Company is entrusted with the key activities involving translation of the physical manifestation of design,
meeting all the safety and quality standards within the agreed time schedule of the project. We provide
Construction Management Services for various clients in India at diverse project locations.
Our services for total Construction Management of a project include:
• Pre-construction activities such as bid management process, constructability study including plot plan
review/heavy lift study, etc.
• Site construction management
• Liaison with statutory authorities
• Management of construction quality
• Warehouse management
• Contracts administration
• Pre Commissioning and commissioning assistance
• Contract closing followed by site closing
We believe our technology portfolio and experience in the commercial application of these technologies and
related know-how differentiates us from other engineering constructions companies.
PROJECT MANAGEMENT
Project Owners turn to us when they wish to engage the services of a reliable, trustworthy and competent
project management consultant, who would steer the project through various undulating terrains in the course
of its implementation. Our services are much sought after due to a high degree of mutual trust and confidence
reposed by clients, our ability to scale up resources to meet project demands and greater focus on value based
engineering, delivering fast track projects within schedule and budgeted cost.
Company’s proven track record of project implementation and the ability to provide design, engineering,
procurement, construction, and integrated project management and EPC services provides a distinct competitive
advantage. Project management services include developing project execution plans, detailed schedules, cost
forecasts/ controls, progress tracking & reporting, and the integration of design, engineering, procurement,
logistics and construction efforts.
TARANG PROJECTS AND CONSULTANT LIMITED
4
Our core values and fundamental business strategy include constant pursuit of high standards of Quality. We
ensure meticulous compliance to Health, Safety and Environment requirements/ regulations during design and
delivery of products/services.
Our service offerings range from concept to commission activities, often from the early stages of a project, to
complete, total-responsibility, design-build contracts.
FUTURE PROSPECTS
On macroeconomic front, the sign in US’s growth numbers and Euro Zone’s liquidity measures look positive for
the global economy. While on Domestic front, Inflation still remains the main driver for monetary and fiscal
measures. With the high volatility and sticky nature of inflation, policy level reforms facilitating growth remains a
challenge for the policy makers.
The tight liquidity conditions which was prevalent during most part of previous fiscal now looks easing with
various monetary measures being taken in the form of policy rate cuts at appropriate intervals.
OPPRTUNITIES AND THREATS
Opportunities
The Regulatory level clarity on account of overhauled development regulations is expected to expedite the pace
of activity in the sector which had been subdued over last few quarters. Although the sector may experience
certain margin pressure on account of increased cost, it may get compensated to some extent through enhanced
level of approvals and better inventory absorption. The softening of interest rate on loans, speedier execution
and new launches coupled with moderated real estate prices is expected to trigger the inherent demand in the
market.
Threats
Any delay in the construction or prolonged construction period will lead to increased cost and the same will
affect our profitability. Our projects are subject to risks from natural disasters like earthquake, floods, etc.
OUTLOOK, RISKS AND CONCERNS
Geographical Concentration
Our strategy of being focused to certain geographical region exposes us to, concentrated risks and significant
exposure in case of any adverse changes in demand in the region , adverse changes in local development control
regulations or local political situation, adverse weather conditions, etc.
Regulatory & Policy Change
Changes in the policies of Government related to environment, FSI and implementation of infrastructure
projects and other matters can adversely impact the real estate scenario and hence our business and prospects.
Creditworthiness
Sudden deterioration in the creditworthiness of our clients / debtors can adversely affect our collections and
impact financial performance. Our profitability may be impaired if credit terms with our vendors change
adversely depending on the type of risk. The Company is combating each risk by various means like strategic tie-
ups in construction, qualitative market research, quicker decision making and strategizing the sales and prices
with timelines.
ANNUAL REPORT 2013-14
5
Moreover, the Company has strengthened its processes related to legal due diligence so as to reduce the risks of
getting into projects with longer gestation period mainly due to legal intricacies.
INTERNAL CONTROL SYSTEM
The Company has adequate Internal Control Systems, which provide, inter- alia, reasonable assurance of
recording the transactions of its operations in all material respects and providing protection against misuse or
loss of Company assets.
CAUTIONARY STATEMENT
Certain statements in the Management Discussion and Analysis describing the Company’s objectives and
expectations or predictions may be forward-looking statements within the meaning of applicable securities laws
and regulations. Actual results could differ from those expressed or implied as these statements may be based
on certain assumptions of future events over which the company exercises no control.
Such risks and uncertainties include, but are not limited to our ability to manage growth, competition, attracting
and retaining skilled professionals, time regimes and exchange control regulations.
.
TARANG PROJECTS AND CONSULTANT LIMITED
6
CORPORATE GOVERNANCE
During the previous year Corporate Governance Report was not mandatory as the Company’s Share Capital was
Rs. 50,00,000/-. During the year under review, the Company’s share capital has increased from Rs. 50,00,000/-
to Rs.14,40,00,000/-and inturn needs to comply with Clause 49 of the Listing agreement. The Company is
following best practices and hence adopted all mandatory provisions of Clause 49 of the Listing agreement.
The Company firmly believes that Corporate Governance and compliance practices are of paramount
importance in order to maintain the trust and confidence of the stakeholders, clients, good reputation of the
Company and the unquestioned integrity of all personnel involved with the Company.
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is the combination of voluntary practices and compliances with laws and regulations
leading to effective control and management of the organisation. The Company’s philosophy on Corporate
Governance envisages the attainment of highest level of transparency, accountability and equity, in all facets of
its operations and in all interactions with its stakeholders, including shareholders, employees, the government
and lenders. Good Corporate Governance leads to long term shareholder value and enhances interests of all
stakeholders. It brings into focus the fiduciary and trusteeship role of the Board to align and direct the actions of
the organisation towards creating wealth and shareholder value.
The Board views Corporate Governance in its widest sense. The main objective is to create and adhere to a
corporate culture of integrity and consciousness, transparency and openness. Corporate Governance is a
Journey for constantly improving sustainable value creation and is an upward moving target. The Company’s
philosophy on Corporate Governance is guided by Company’s philosophy on Knowledge, Action and Care.
The Board of Directors fully supports and endorses Corporate Governance practices as enunciated in clause 49
of the Listing Agreement as applicable from time to time.
2. BOARD OF DIRECTORS
The Board of Directors along with its Committees provides leadership and vision to the management and
supervises the functioning of the Company. In terms of the Company’s Corporate Governance Policy, all
statutory and other significant and material information are placed before Board to enable it to discharge its
responsibilities of strategic supervision of the Company as trustees of stakeholders.
Composition and Size of the Board
The Composition of your Company’s Board which comprises three Directors is given in the table below and is in
conformity with clause 49 of Listing Agreement with the Stock Exchanges.
S
N
Name of the Director Category Attendance in
Board Meeting
Attendance
at Last AGM
No. of Directorship and
Committee memberships /
Chairmanships in other
Listed Co Held Attended
Directorships Committee
Member /
Chairman
1 Mr.B.P.Singhania ED 10 10 Yes 1 -
2 Ms. Rekha Jalan NEID 10 10 Yes 0 -
3 Ms.Madalsa Kanoria NEID 10 10 Yes 0 -
ED=Executive Director, NEID = Non-executive Independent Director
Note: None of the Director is a member of more than 10 committees or acting as Chairman of more than 5
committees across all companies inwhich he is a director.
ANNUAL REPORT 2013-14
7
During the accounting year 2013-2014, Ten (10) Board Meetings were held. The Annual General Meeting of the
Company was held on September 30,2013 and Two (2) Extra Ordinary General Meetings were held on July 25,
2013 & January 20, 2014 for further issue of shares to non promoters of the Company on preferential basis.
3. AUDIT COMMITTEE
The terms of reference of the Audit committee include the matters specified under Clause 49(II) (D) and (E) of
the Listing Agreement as well as in Section 292A of the Companies Act, 1956. The terms of reference of the Audit
Committee, inter alia, include the following:
a. Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible.
b. Reviewing with the management the financial statements at the end of the quarter, half year and the
annual statements before submission to the Board for approval with reference to :
i. Matters required being included in the Director’s responsibility statement which form part of the
Board’s Report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.
ii. Changes, if any, in the accounting policies and practices and reason for the same.
iii. Major accounting policies and practices and reason for the same.
iv. Significant adjustments made in the financial statements arising out of audit findings.
v. Compliance with the listing and other legal requirements relating to financial statements.
vi. Disclosure of any related party transactions.
vii. Qualifications, in the draft audit report.
c. Recommending the appointment and removal of external auditors, fixation of audit fees and also approval
for payment of any other expenses.
d. The Audit Committee presently comprises of Ms. Rekha Jalan as Chairman, Mr. B.P. Singhania and
Ms.Madalsa Kanoria as members.
e. The Audit Committee met six times during the year ended March 31, 2014. Meetings and attendance of
each member for Audit Committee are as follows :
Composition of Audit Committee
Sr.
No
Name of the Director No. Of Meetings
Held Attended
1. Ms.Rekha Jalan 6 6
2. Ms.Madalsa Kanoria 6 6
3. Mr.B.P.Singhania 6 6
4. SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE
a. The Committee looks into issues relating to shareholders / investors, including complaints relating to
transfer /transmission of shares, issue of duplicate share certificates, non-receipt of annual report etc. and
their redressal.
b. The Shareholders’/Investors’ Grievance Committee presently comprises of three Members, namely:
(i) Mr. B.P.Singhania Chairman
(ii) Ms. Rekha Jalan Member
(iii) Ms. Madalsa Kanoria Member
c. Ms. Pinky Singh, Company Secretary resigned as Compliance Officer w.e.f. June 12, 2014. Mr. B.P.Singhania
was appointed as the Compliance Officer w.e.f. from June 12, 2014 to act as a Secretary to this Committee.
d. The Board has delegated power of approving transfer of shares to RTA.
TARANG PROJECTS AND CONSULTANT LIMITED
8
e. During the year under review, no complaints were received from Shareholders / Investors.
5. GENERAL BODY MEETINGS
The details of Annual General Meetings (AGM) of the Company held in last 3 years are as under:
AGM DATE TIME VENUE
2010-2011 30th
September,2011 11.00 a.m Registered Office
2011-2012 29th
September, 2012 11.00 a.m Registered Office
2012-2013 30th
September, 2013 11.00 a.m Registered Office
During the year under review, two (2)Extra Ordinary General Meetings were held on July 25, 2013 & January 20,
2014 for further issue of shares to non promoters of the Company on preferential basis.
POSTAL BALLOT
No resolution was passed through Postal Ballot during the Financial Year 2013-2014.
6. DISCLOSURES
a. No transaction of material nature has been entered into by the Company with its Directors or
Management and their relatives, etc. that may have a potential conflict with the interest of the
Company.
b. There are no Related Party transactions in the company.
c. The Company has implemented all the applicable mandatory requirement of Clause 49 of the Listing
Agreement.
d. There has been no instance of non compliance by the Company of any matter related to capital markets.
Hence, the question of penalties being imposed by SEBI or the Stock exchanges or any other authority does
not arise.
e. Listing Fees for the financial year 2014-15 have been paid to the Stock Exchange on which the shares of the
Company are listed.
f. Clause 49 states that the non-mandatory requirement may be implemented as per the discretion of the
Company. The disclosure of compliance with non-mandatory requirement and adoption (and compliance)/
non adoption of the non-mandatory requirement shall be need based.
7. MEANS OF COMMUNICATION
Your Company recognizes the importance of two way communication with shareholders and of giving a balanced
report of results and progress and responds to questions and issues raised in a timely and consistent manner.
a. Website
The approved financial results are forthwith sent to the Stock Exchanges where the share are listed and are
displayed on the Company’s website www.tarangprojects.com
b. Annual Report
The Annual report containing interalia the Audited Annual Accounts, Directors Report, Auditors Report,
Report on Corporate Governance and Other important information is circulated to members and others
entitled thereto. The Management Discussion and Analysis forms part of the Annual Report.
c. Designated Exclusive Email-id
The company has designated email id viz. [email protected] for investor grievance.
8. GENERAL INFORMATION FOR SHAREHOLDERS
a. Company Registration Details
The Company is registered in the State of Uttar Pradesh, India. The Corporate Identity Number(CIN) allotted
to the company by Ministry of Corporate Affairs (MCA) is L65921UP1985PLC007489.
b. Annual General Meeting
Day, Date & Time: Tuesday, September 30, 2014 at 11.00 a.m.
ANNUAL REPORT 2013-14
9
c. Financial Calendar
Financial Calendar (tentative dates of declaration of Quarterly results)
1st Quarter: Within 45 Days from end of respective quarter
2nd Quarter: Within 45 Days from end of respective quarter
3rd Quarter: Within 45 Days from end of respective quarter
4th Quarter: Within 60 Days from end of respective quarter
d. Book Closure Period
Saturday, September 27, 2014 to Tuesday, September 30, 2014
e. Listing Equity Shares on Stock Exchanges
BSE Limited (Scrip Code:538287)
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai- 400001
UPSE Limited (Scrip Code: T00028)
Padam Towers,
14/113, Civil Lanes,
Kanpur -208001
f. ISIN No. for Dematerialization of Equity Shares: INE538P01019
g. Stock Market Data
There were no trading on UPSE & company got listed on BSE w.e.f. May 14, 2014. Hence trading data is
unavailable.
h. Registrar & Share Transfer Agent
M/s Bigshare Services Pvt. Ltd.
E-2/3, Ansa Industrial Estate,
Saki Vihar Road
Saki Naka, Andheri (E)
Mumbai 400072
Tel: 022-28470652
Fax: 022-28475207
Email: [email protected]
i. Share Transfer System:
Share Transfer in physical form are generally registered and returned within 15 days from the date of
receipt, in case, if documents are complete in all respects.
j. Distribution of Shareholding by size as on March 31,2014
No. of Shares Held Number of
Shareholders
Percentage of
Total
Shares Percentage of
Total
1 500 472 75.76 47200 0.33
1001 2000 25 4.01 49500 0.34
2001 3000 9 1.44 25300 0.18
4001 5000 2 0.32 9000 0.06
5001 10000 7 1.12 70000 0.49
10001 & above 108 17.34 14199000 98.60
Total 623 14400000 100.00
TARANG PROJECTS AND CONSULTANT LIMITED
10
k. Categories of Shareholding as on March 31, 2014
Category No. of Shares % of Total
Promoters/Persons Acting in Concert 0 0
Non-Promoters:
Individuals 14400000 100%
Total 14400000 100%
l. Dematerialisation of Shares
SHARES HELD IN PHYSICAL AND DMAT MODE AS ON 31.03.2014
Category Shareholding as on
31.03.2014
Percentage of Total
Shareholding as on
31.03.2014
Shares in Demat mode with NSDL 83,39,000 57.91
Shares in Demat mode with CDSL 58,33,000 40.51
Shares in Physical Mode 2,28,000 1.58
Total 1,44,00,000 100.00
m. Address for communication: The Investors can send all correspondence to the Registered Office of the Company.
9. COMPLIANCE CERTIFICATE BY AUDITORS
The Company has obtained a certificate from the Statutory Auditors regarding compliances of conditions of
Corporate Governance which is annexed herewith.
10. CODE OF CONDUCT
The Company’s Board of Directors has adopted the code of conduct which governs the conduct of all Directors
/Employees. All Directors and senior management personnel have affirmed compliance with respective codes
for the year ended on March 31, 2014. The Declaration by Board of Directors to this effect is reproduced below.
11. CEO/CFO CERTIFICATION
A certificate signed by Whole Time Director is attached with this report.
DECLARATION
It is hereby declared that all the Board Members and Senior Managerial Personnel have affirmed compliance of
code of conduct, pursuant to Corporate Governance, for the year ended 31st March 2014
For and on Behalf of the Board of Directors
Tarang Projects & Consutant Limited
Place: Varanasi
Date: September 02,2014 Director
ANNUAL REPORT 2013-14
11
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE To
The Members of
TARANG PROJECTS & CONSULTANT LIMITED
We have examined the compliance of the conditions of Corporate Governance by TARANG PROJECTS &
CONSULTANT LIMITED for the financial year ended 31st March 2014 as stipulated in clause 49 of the Listing
Agreement of the said Company with stock exchange(s).
The compliance of condition of Corporate Governance is the responsibility of the Management. Our examination
was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of
the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statement of the Company.
In our opinion & to the best of our information & according to the explanation given to us, we certify that the
Company has adopted Clause 49 as a good management practice. The Company has complied with all the
conditions of Corporate Governance.
For D M Oza & Associates
Chartered Accountants
Firm Regn. No. : 119407W
D.M. Oza
Proprietor
Membership No. 106993
Date : September 02,2014
TARANG PROJECTS AND CONSULTANT LIMITED
12
CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATION
To
The Board of Directors,
TARANG PROJECTS AND CONSULTANT LIMITED
I, Director of the Company, do hereby certify that:
1. I have reviewed the financial statements and the cash flow statement for the year 2013-2014 and to the
best of my knowledge and belief:
a. These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.
b. These statements present a true and fair view of the Company’s affair and are in compliance with existing
accounting standards, applicable laws and regulations.
2. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or in violation of the Company’s Code of Conduct.
3. I accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Company pertaining to financial
reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or
operation of such internal controls, if any, of which we are aware and the steps I have taken or propose to
take to rectify these deficiencies.
4. I have indicated to the auditors and the Audit committee:
a. Significant changes in internal control over financial reporting during the year;
b. Significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and
c. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over
financial reporting
For and On Behalf of the Board of Directors
Tarang Projects & Consultant Limited
Place : Varanasi
Date : September 02,2014 Director
ANNUAL REPORT 2013-14
13
AUDITORS REPORT
To,
The Members of
TARANG PROJECTS AND CONSULTANT LIMITED
1. We have audited the attached Balance Sheet of M/s. TARANG PROJECTS AND CONSULTANT LIMITED as at
31st
March, 2014 and also the Profit and Loss Account of the Company for the Year ended on that date
annexed there to. The preparation of these financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those
Standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation of the financial statement. We believe that our audit
provides a reasonable basis for our opinion.
3. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government of India in
terms of Section 227(4A) of the Companies Act, 1956. We enclose in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the said order in so far as they are applicable to the company.
4. Further to our comments in the Annexure referred to above, we expect that:
i. We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit.
ii. In our opinion, proper books of accounts are required by the law have been kept by the company, so far
as appears from our examination of the books.
iii. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books
of account.
iv. In our opinion, the Balance Sheet and Profit & Loss Account dealt with the report comply with the
mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act,
1956.
v. On the basis of the written representation received from the Director’s and taken on record by the Board
of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a
directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.
Subject to the matter referred to in paragraph 3 above, in our opinion and to our best of our information and
according to the explanation given to us, the Profit & Loss A/c. and Balance Sheet read together with other notes
thereon gives in the prescribed manner, the information required by the Act, in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India
(i) In case of Balance Sheet, the state of affairs of the Company as at 31st
March, 2014.
(ii) In the case of the Profit and Loss Account, of the Profit of the company for the year ended 31st
March,
2014.
(iii) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.
For D M Oza & Associates
Chartered Accountants
Firm Regn. No. : 119407W
D.M. Oza
Proprietor
Date : May 30, 2014 Membership No. 106993
TARANG PROJECTS AND CONSULTANT LIMITED
14
ANNEXURE TO AUDITORS REPORT
i) a) The company has maintained proper records to show full particulars and situation of its
fixed assets.
b) The fixed assets have been physically verified by the management during the year as per
their regular programme of verification which, in our opinion, is reasonable having regard to
the size of the company and the nature of the assets. No material discrepancies were noticed
on such verification.
ii) The Company does not have stock or inventory.
iii) During the year the company has not taken/granted loans from companies/firms or other
parties covered in the register maintained under Section 301 of the Companies Act, 1956. As
such, this clause is not applicable.
iv) In our opinion and according to the information and explanation given to us, there are
adequate internal control procedure commensurate with the size of the company and the
nature of its business, for the purpose of inventory and fixed asset and for the sale of
inventory whichever is applicable. During the course of audit, no major weakness has been
noticed in these internal controls.
v) In our opinion and according to the information and explanations given to us there are no
transactions made in pursuance of contracts or arrangement entered into the register
maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. five
lacs in respect of any party during the year.
vi) The provision of the Section 58A and 58AA of the Companies Act, 1956 and Companies
(Accepted of Deposit) Rules, 1975 with regard to acceptance of deposits from the public is not
applicable to the company.
vii) In our opinion the company is not having an internal audit system commensurate with its size
and nature of the business.
viii) Cost Audit is not applicable to the company.
ix) a) The company is generally regular in depositing appropriate authorities statutory dues
including Provident Fund, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty,
Cess and any other statutory dues to the extent applicable to it.
b) According to the information and explanation given to us, no undisputed amount is
payable in respect of income tax, wealth tax, sales tax, custom duty, and cess were in arrears
as at 31st March, 2014 for a period more than 6 months from the date they become payable.
c) According to the information and explanations given to us, there are no dues of sales tax,
wealth tax, excise duty and cess to the extent which have not been deposited on account of
any dispute.
x) The company has profit at the end of the financial year.
ANNUAL REPORT 2013-14
15
xi) According to the information and explanation given to us, the company has not taken any
loan from any financial institution, bank or debenture holders.
xii) According to the information and explanation given to us, the company has not granted loans
and advances on the basis of security by way of pledge of shares, debenture and other
security.
xiii) The company is not a chit fund or Nidhi or Mutual Benefit Funds/ Society.
xiv) a) According to the information and explanation given to us, the company is maintaining
proper records regarding transaction and contracts with timely entries.
b) The shares, securities, debentures and other securities, where ever applicable, have been
held by the company, in its own name except to the extent of the exemption, if any, granted
under Section 49 of the act.
xv) According to the information and explanation given to us, and on overall examination of the
Balance Sheet of the company, we report that the company has not borrowed Term Loan
during the year nor there were any outstanding as on 31-03-2014.
xvi) According to the information and explanation given to us, and on overall examination of the
Balance Sheet of the company, we report that no funds raised on the short term is used for
long term basis and no long term funds are used for short term basis.
xvii) During the year, the Company had made further issue of 1,39,00,000 shares to non promoters
of the Company on preferential basis. Share price was derived as per SEBI (DIP) Guidelines.
The price of the shares is not prejudicial to the interest of the Company. The allotment of
shares was not made to the parties or company covered u/s 301 of the Act.
xviii) According to the information and explanation given to us, we report that no debentures
allotted during the year by the company.
xix) The company has not raised any money by public issues during the year.
xx) Based on the audit procedures applied by us and according to the information and
explanation given to us, we report that no fraud on or by the company has been noticed or
reported during the course of our audit.
For D M Oza & Associates
Chartered Accountants
Firm Regn. No. : 119407W
D.M. Oza
Proprietor
Date : May 30, 2014 Membership No. 106993
TARANG PROJECTS AND CONSULTANT LIMITED
16
As At As At
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
I. EQUITY AND LIABILITIES
(1) Shareholders' funds
(a) Share capital 2 1440,00,000 50,00,000
(b) Reserves and surplus 3 (24,72,976) (25,64,447)
1415,27,024 24,35,553
(2) Current liabilities
(a) Other current liabilities 4 16,78,953 32,22,953
16,78,953 32,22,953
TOTAL 1432,05,977 56,58,506
II. ASSETS
(1) Non-current assets
(a) Fixed assets
Tangible assets 5 5,95,431 6,99,017
(b) Non-current investments 6 23,50,380 23,50,380
(c) Long-term loans and advances 7 6,78,550 21,53,550
36,24,361 52,02,947
(2) Current assets
(a) Loans & Advances 8 1380,00,000 -
(b) Cash and cash equivalents 9 15,81,616 4,55,559
1395,81,616 4,55,559
TOTAL 1432,05,977 56,58,506
Significant Accounting Policies 1
Notes forming part of the financial statements 02-23
As per our report of even date
For D.M.Oza and Associates
Chartered Accountants For and on behalf of the Board of Directors
Firm Registration No: 119407W
D.M. Oza
Proprietor Director Director
Membership No. 106993
Date: May 30,2014
Tarang Projects & Consultant Limited
Balance Sheet As at 31st March, 2014
Particulars Notes
ANNUAL REPORT 2013-14
17
For the year ended For the year ended
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
INCOME 10
Fees Received 16,35,157 -
Other Income 14,75,128 5,56,358
Total 31,10,285 5,56,358
EXPENDITURE
Employee Benefits Expenses 11 6,26,814 -
Depreciation/Amortisation 1,03,586 93,582
Administrative and Other Expenses 12 22,48,414 39,420
Total 29,78,814 1,33,002
Profit/ (Loss) before Tax 1,31,471 4,23,356
Less : Provision for Taxation
- Current tax - Current Year 40,000 -
Net Profit / (loss) for the year 91,471 4,23,356
[Net Profit after tax from continuing & discontinuing operations]
Earnings per share [Equity Shares par value Rs.10 each] 0.01 0.85
Basic and Diluted Earnings per Share 0.01 0.85
Significant Accounting Policies 1
Notes forming part of the financial statements 02-23
As per our report of even date
For D.M.Oza and Associates
Chartered Accountants For and on behalf of the Board of Directors
Firm Registration No: 119407W
D.M. Oza
Proprietor Director Director
Membership No. 106993
Date: May 30,2014
Tarang Projects & Consultant LimitedStatement of profit and loss account for the year ended 31st March, 2014
Particulars Note No
0
TARANG PROJECTS AND CONSULTANT LIMITED
18
(Amount in Rs.)
31.03.2014 31.03.2013
(A) Cash Flow from Operating Activities
Net Profit Before Tax 1,31,471 4,23,356
Provision for tax (40,000) -
Adjustment for :
Loss on Sale of Investments - -
Depreciation 103586 93,582.00
Net Operating Profit before
change in Operating Assets 1,95,057 5,16,938
Increase / (Decrease) in Operating Assets
Funds Advanced - -
Increase in Debtors - -
Increase in Deposits - -
Increase / (Decrease) in loan & Advances (1365,25,000) 16,17,911
Increase / (Decrease) in Creditors (15,44,000) (17,41,957)
Net Cash Flow From Operating Activities (A) (1378,73,943) 3,92,892
(B) Cash Flow from Investing Activities
(Purchase) / Sale of Fixed Assets -
Sale of Investment - -
Net Cash Flow From Investing Activities (B) - -
(C) Cash Flow From Financing Activities
Issuance of Shares 1390,00,000 -
Increase / (Decrease) in Secured Loan
Increase / (Decrease) in Unsecured Loan -
Net Cash Flow From Financing Activities (C) 1390,00,000 -
Net Increase/(Decrease) in
Cash & Cash Equivalent (A+B+C) 11,26,057 3,92,892
Cash & Cash Equivalent as at beginning 4,55,559 62,667
Cash & Cash Equivalent as at end 15,81,616 4,55,559
As per our report of even date
For D.M.Oza and Associates For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No.: 119407W
D.M.Oza Director Director
Proprietor
Membership No. 106993
Date: May 30,2014
Tarang Projects & Consultant Limited
Cash Flow Statement for the year ended 31st March 2014
PARTICULARS
ANNUAL REPORT 2013-14
19
1. Significant Accounting Policies
a. Accounting Conventions
b. Fixed Assets
Fixed Assets are stated on cost less depreciation.
c. Depreciation
d. Valuation Of Investments
e. Retirement Benefits
f. Taxation
2: Share Capital
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Authorised
1600,00,000 50,00,000
Issued, Subscribed and Paid up
1440,00,000 50,00,000
Total 1440,00,000 50,00,000
Long Term Investment is quoted at cost. No provision has been made for diminution in the value of the investments as
all the investments are long-term & in the opinion of the management diminution in the value of the shares, if any, is
not of a permanent nature hence no provision has been made for such diminution.
Liability on account of gratuity & other retirement benefits is accounted when paid.
Tarang Projects & Consultant Limited
Notes to financial statements for the year ended 31st March 2014
Particulars
14400000 [Previous year 5,00,000 ] Equity Shares of Rs 10/- each
160,00,000 [Previous year 5,00,000 ] Equity Shares of Rs 10/- each
I. The accompanying financial statements have been prepared under the historical cost convention in accordance with
the generally accepted accounting principles in India, the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India (ICAI) and the provisions of the Companies Act, 1956.
Depreciation on fixed assets is provided on written down value method at the rates prescribed in schedule XIV to the
Companies Act, 1956. Depreciation on additions during the years have been provided on pro-rata basis
The provision for taxation is ascertained profit computed in accordance with the provisions of Income Tax Act, 1961.
Deferred tax is recognized subject to the consideration of prudence, on timing difference, being the difference taxable
income & accounting income that originate in one period and are capable of reversal in one or more subsequent
period.
II. All Income & Expenditure items having material bearing on the financial statements are recognized on accrual basis
except material uncertainty.
AS AT AS AT AS AT AS AT
31-Mar-14 31-Mar-14 31-Mar-13 31-Mar-13
Sanjeev Agarwal 10,13,500 7.04% - -
Kiran Agrawal 10,02,000 6.96% - -
Madhu Khandelwal - - 41,500 8.30%
R.R. Dal Mills Industries (P) Ltd - - 81,500 16.30%
Vishwanath Finance Company (P) Ltd - - 35,000 7.00%
a: Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Equity shares
TARANG PROJECTS AND CONSULTANT LIMITED
20
b: Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period
AS AT AS AT
31-Mar-14 31-Mar-13
No. of shares at the beginning of the year 5,00,000 5,00,000
Add: Issue of Shares during the year 139,00,000 -
No. of shares at the end of the year 144,00,000 5,00,000
c. Terms / Rights attached to Equity Shares
3: Reserves & Surplus
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Profit and Loss Account:
Opening Balance (25,64,447) (29,87,803)
Add: Profits for the year 91,471 4,23,356
Closing Balance (24,72,976) (25,64,447)
Taxation for Earlier Years - -
Balance carried forward (24,72,976) (25,64,447)
4: Other Current Liabilities
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Sundry creditors 16,34,773 31,78,773
Other Liabilities & Provisions 44,180 44,180
Total 16,78,953 32,22,953
Equity shares
Particulars
The Company has only one class of equity shares having par value at Rs. 10/- per share. Each holder of equity shares is
entiled to one vote per share.
Particulars
5 : Fixed Asset
As at
01/04/2013
Add
/Deduct
during the
year
As at
31/03/2014
Upto
31/03/2013
During the
Year
As at
31/03/2014
WDV as at
31/03/2014
WDV as at
31/03/2013
Tangible Assets
Furniture & Fixtures 9,44,227.00 - 9,44,227.00 4,83,285.00 57,286.97 5,40,571.97 4,03,655.03 4,60,942.00
Electric Fittings 1,94,025.00 - 1,94,025.00 1,55,445.00 7,505.72 1,62,950.72 31,068.28 38,574.00
Air Conditioner 5,73,424.00 - 5,73,424.00 4,53,515.00 22,196.70 4,75,711.70 97,712.30 1,19,909.00
Glosign Board 24,295.00 - 24,295.00 22,446.00 330.80 22,776.80 1,518.20 1,849.00
Accord Micro System 6,850.00 - 6,850.00 6,350.00 89.24 6,439.24 410.76 500.00
EPBAX System 20,730.00 - 20,730.00 15,305.00 1,021.97 16,326.97 4,405.03 5,427.00
Refrigerator 15,350.00 - 15,350.00 13,273.00 377.44 13,650.44 1,699.56 2,077.00
Water Cooler 74,934.00 - 74,934.00 63,315.00 2,118.60 65,433.60 9,500.40 11,619.00
Office Equipment 5,997.00 - 5,997.00 3,904.00 407.52 4,311.52 1,685.48 2,093.00
Projector XR 32 S (Sharp DLP) 46,844.00 - 46,844.00 23,839.00 4,893.39 28,732.39 18,111.61 23,005.00
Camera 24,806.00 - 24,806.00 11,856.00 2,830.53 14,686.53 10,119.47 12,950.00
Fire Exiting Machine 17,415.00 - 17,415.00 7,523.00 2,273.70 9,796.70 7,618.30 9,892.00
Mobile Phone 4,549.00 - 4,549.00 1,964.00 593.89 2,557.89 1,991.11 2,585.00
Telephone 5,650.00 - 5,650.00 2,700.00 644.04 3,344.04 2,305.96 2,950.00
Water Dispenser 8,900.00 - 8,900.00 4,255.00 1,015.75 5,270.75 3,629.25 4,645.00
TOTAL 19,67,992 - 19,67,992 12,68,976 1,03,586 13,72,561 5,95,431 6,99,017
Particulars
Gross Block Depreciaton Net Block
ANNUAL REPORT 2013-14
21
6: Non-current investments
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Investment in Shares 23,50,380 23,50,380
TOTAL 23,50,380 23,50,380
7: Long-term loans and advances
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
(Unsecured, considered good)
LOANS
Advances recoverable in cash or in Kind or
for value to be received 5,69,175 20,44,175
Deposits 1,09,375 1,09,375
Total 6,78,550 21,53,550
8: Loans & Advances
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Loans & Advances 1380,00,000 -
TOTAL 1380,00,000 -
9: Cash and Cash Equivalents
AS AT AS AT
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Cash and Cash Equivalents 15,81,616 4,55,559
TOTAL 15,81,616 4,55,559
Particulars
Particulars
Particulars
Particulars
10: Income & Other Income
For the year ended For the year ended
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Income form Operations 16,35,157 -
Dividend - 30
Interest Received on Security Deposit - 5,56,328
Other Income 14,75,128
Total 31,10,285 5,56,358
Particulars
TARANG PROJECTS AND CONSULTANT LIMITED
22
For the year ended For the year ended
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Salary & Bonus 6,26,814 -
Total 6,26,814 -
For the year ended For the year ended
31-Mar-14 31-Mar-13
Amount in Rs. Amount in Rs.
Audit Fees 20,000 22,472
Miscellaneous Expenses 67,054 869
Accounts W/Off - 16,079
Printing & Stationery 93,393 -
Advertisement / Marketing Exp. 17,986 -
Repairs & Maintenance 12,734 -
Vehicle Exp. 64,614 -
Telephone & Internet Exp. 42,444 -
Bank Charges & Commission 3,218 -
Listing Fees 5,96,168 -
Share Transfer Department Exp. 71,532 -
ROC Exp. 8,75,000 -
Legal & Professional Exp. 1,71,626 -
Travelling Exp. 98,124 -
Electricity Exp. 39,835 -
Postage & Courier Exp. 27,662 -
Conveyance 47,024 -
22,48,414 39,420
12: Administrative and Other Expenses
Particulars
11: Employee Benefit Expenses
Particulars
16. Expenditure incurred in foreign currency is NIL.
15. Provision for all known liabilities are adequate and are not in excess of the amount considered reasonably
necessary.
17. Additional information pursuant to part IV of the Schedule VI of Companies Act, 1956 are as per annexure enclosed.
18: As per AS-18, notified in the Companies (Accounting Standards) Rules 2006, there is no related party transaction
during the year.
13. There are no creditors as defined under the Micro, Small and Medium Enterprises Development Act, 2006.
14. In our opinion the current assets, Loans & Advances are approximately of the value stated, if realized in the ordinary
course of business. Investment is valued at cost of acquisition.
ANNUAL REPORT 2013-14
23
19: Claim against the Company not acknowledge as debts : Rs.Nil
20: Earning Per Share:
31-03-2014 31-03-2013
144,00,000 5,00,000
91,471 4,23,356
0.01 0.85
As per our report of even date
For D.M.Oza and Associates
Chartered Accountants For and on behalf of the Board of Directors
Firm Registration No: 119407W
D.M. Oza
Proprietor Director Director
Membership No. 106993
Date: May 30,2014
Basic & Diluted Earning Per Share ( In Rs.)
21: The disclosure requirements under Part II of Schedule VI of the Companies Act, 1956 are given to the extent
applicable to the Company.
22: As the Company is not a manufacturing company, information required under Paragraphs 3 and 4 of Part II of the
Schedule VI of the Companies Act, 1956 is not given.
23: Previous year figures have been re-grouped and re-arranged if required making them comparable with current year
figures.
Average Number of Equity Shares outstanding
Net Profit After Tax for the Year ( In Rs.)
Particulars
TARANG PROJECTS AND CONSULTANT LIMITED
24
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ANNUAL REPORT 2013-14
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