TARANG PROJECTS AND CONSULTANT LIMITED PROJECTS AND CONSULTANT LIMITED 6 CORPORATE GOVERNANCE During the previous year Corporate Governance Report was not mandatory as the Company’s

TARANG PROJECTS AND CONSULTANT LIMITED

ANNUAL REPORT

2013-2014

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


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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


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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.


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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.


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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, interalia, 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.

.


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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.


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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.


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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.


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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


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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


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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


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CHIEF EXECUTIVE OFFICER (CEO) CERTIFICATION

To

The Board of Directors,


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


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AUDITORS REPORT

To,

The Members of


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.




D.M. Oza

Proprietor

Date : May 30, 2014 Membership No. 106993


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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.


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.




D.M. Oza

Proprietor

Date : May 30, 2014 Membership No. 106993


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


Date: May 30,2014


Balance Sheet As at 31st March, 2014

Particulars Notes


17

For the year ended For the year ended

31-Mar-14 31-Mar-13


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





D.M. Oza



Date: May 30,2014

Tarang Projects & Consultant LimitedStatement of profit and loss account for the year ended 31st March, 2014

Particulars Note No

0


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


For D.M.Oza and Associates For and on behalf of the Board of Directors


Firm Registration No.: 119407W

D.M.Oza Director Director

Proprietor


Date: May 30,2014


Cash Flow Statement for the year ended 31st March 2014

PARTICULARS


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


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.


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


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


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


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


21

6: Non-current investments

AS AT AS AT

31-Mar-14 31-Mar-13


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


(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


Loans & Advances 1380,00,000 -

TOTAL 1380,00,000 -

9: Cash and Cash Equivalents

AS AT AS AT

31-Mar-14 31-Mar-13


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


31-Mar-14 31-Mar-13


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


22


31-Mar-14 31-Mar-13


Salary & Bonus 6,26,814 -

Total 6,26,814 -


31-Mar-14 31-Mar-13


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.


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





D.M. Oza



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


24

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Documents

TARANG PROJECTS AND CONSULTANT LIMITED PROJECTS AND CONSULTANT LIMITED 6 CORPORATE GOVERNANCE During the previous year Corporate Governance Report was not mandatory as the Company’s