JIGAR CABLES LIMITED
The directors take pleasure in presenting the First Annual Report together withaudited accounts of the company for the period ended on 31st March 2017.
STATEMENT OF COMPANYS AFFAIRS: [section 134 (3)]
(I)) FINANCIAL HIGHLIGHTS
|Particulars ||31.03.2017 ||07.02.2017 |
|Revenue From Operation ||12548298 || |
|Other Income ||179536 || |
|Total Revenue ||12727834 || |
|Expenditure ||12652767 || |
|Profit(loss) before Tax (PBT) ||75067 || |
|Tax Expenses : || || |
|Current Tax ||312000 || |
|Wealth Tax || || |
|Deferred Tax (Credit) ||(522783) || |
|Net Profit/loss after tax (PAT) ||285849 || |
|Earning per Equity Share: || || |
|Basic || || |
|Diluted ||0.55 || |
Your directors are pleased to present the first Financial Statement of the Company. Ascompany was converted from partnership as on 07th February 2017. The Financial Statementpresented by the board herewith is only for two month.
Your directors are pleased to report that in the year company earned total revenue ofRs. 1 27 27834 as against the total expenditure of Rs. 1 26 52767. The Company hasearned net profit of Rs. 2 85849.
The Authorized capital increased from Rs. 4 10 00000 to Rs. 8 00 00000. The Paidup capital of the company increased from Rs. 4 10 00000 to Rs. 4 50 00000 during thefinancial Year. However company has also increase paid up capital up to Rs. 5 16 80000as on 17.05.2017.
THE CHANGE IN NATURE OF BUSINESS
The company is incorporated by way change in partnership firm named as JIGAR CABLES(Earlier named as JIGAR INDUSTRIES) into PART I Company under Chapter XXI of the CompaniesAct 2013 named as JIGAR CABLES LIMITED. However there is no any change in nature orclass of business of the company after incorporation.
EXTRACT OF ANNUAL RETURN
According to Section 134 sub-section (3) (a) the company has annexed the extract ofAnnual Return in Annexure-A form MGT-9 with Director Report.
NUMBER OF BOARD MEETINGS DURING THE YEAR:
The Company has held Six Board Meetings during the financial year under review. TheDetails of Board Meeting along with Attendance of Board of Directors is provided as under;
|11.02.2017 ||15.02.2017 ||20.02.2017 ||21.02.2017 ||15.03.2017 |
|30.03.2017 || || || || |
Attendance of Directors at the Board Meeting held from the date of incorporation:
|Sr. No. ||Name ||Designation ||No. Of board meeting held ||No. Of board meeting attend ||Attendance of last AGM Meeting |
|01. ||Vijay Gopalbhai Shingala ||Managing Director ||6 ||6 ||N.A. |
|02. ||Parshottambhai Laljibhai Vaghasiya ||Whole Time Director ||6 ||6 ||N.A. |
|03. ||Vaishali Vijay Shingala ||Director ||6 ||6 ||N.A. |
|04. ||Parshotambhai Sakhia ||Independent Director ||N.A. ||N.A. ||N.A. |
|05. ||Dhirajbhai Sakhiya ||Independent Director ||N.A. ||N.A. ||N.A. |
|06. ||Bipinkumar Vora ||Independent Director ||N.A. ||N.A. ||N.A. |
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration to be disclosed in the Report of Board of Directors are not applicable asremuneration received by employee which did not exceeds the limit provided in the ruleduring the financial year 2016 17.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) of the Companies Act 2013 yourdirectors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and of the profit/loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) The Directors had taken proper financial controls laid down by the directors werefollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
LOANS GUARANTEES & INVESTMENTS U/S 186
The Company has not made any loan and guarantee or make investment in securities duringthe year. No disclosure is require to make as per section 134 (3) (g) of the Act.
DECLRATION GIVEN BY INDEPENDENT DIRECTORS 149 (6)
The Company has appointed Independent Directors as on 31/03/2017 and receiveddeclaration from all the Independent Directors confirming that they meet the criteria ofindependence as prescribed under the provisions of Section 149(6) of Companies Act 2013read with the Schedules and Rules there under.
TRANSFER TO RESERVES
The Company has transfer Rs. 2 85 849 to the surplus account and Rs. 80 00000 assecurities Premium account during the current year.
The Board of Directors of company has not recommended any dividend.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. There is nocontract which is deemed as a material contract as per Rule 15 of the Sub Rule 3 so theclose is not applicable to the company. Justification of contract is attached in AnnexureAOC-2.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION
The Company has changed its class by way of Conversion. The company is incorporated byway of change in partnership firm from JIGAR CABLES (Earlier named as JIGAR INDUSTRIES)into PART I Company under Chapter XXI of the Companies Act 2013 to JIGAR CABLES LIMITED(A Limited Company under the Companies Act 2013).
CONSERVATION OF TECHNOLOGY ENERGY ABSORPTION & FOREGIN EXCHANGE EARNINGS ANDOUTGOING
The Information relating to Conversion of energy technology absorption and foreignexchange earnings and outgoing as required pursuant to section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 provided under"Annexure-D".
RISK MANAGEMENT POLICY
As the company has a regular in business and the company has formed risk managementpolicy as per its size of business. Further the management do not notice any risk in nearfuture which may have threat on the existence of the company.
The Company is committed to the highest standards of ethical moral and legal businessconduct. The Board of Directors has formulated the Whistler Blower Policy which is incompliance with the provisions of Section 177(10) of the Companies Act 2013. The policyprovides for a framework and process whereby concerns can be raised by its employeesagainst any kind of discrimination harassment victimization or any other unfair practicebeing adopted against them. More details on the vigil mechanism and the Whistler BlowerPolicy of the company have been outlined in the Corporate Governance Report which formspart of this report.
DISCLOSURE PURSUANT TO RULE 8(5) OF THE COMPANIES (ACCOUNT) RULE 2014
CHANGE IN KEY-MANAGERIAL PERSONEEL:
During the year company change in designation of Mr. Vijaybhai Shingala form directorto Managing Director Mr. Parshottambhai Vaghasiya from Director to Whole time Directorand Mrs. Vaishaliben Shingala from director to Woman Director. During the year company hasappointed Mr. Parshotambhai Sakhia Mr. Dhirajbhai Sakhiya & Mr. Bipinkumar Vora as anIndependent Director.
SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANY:
During the year JIGAR POLYMERS LIMITED has become the subsidiary company. Detailedinformation of subsidiary company has been annexed herewith under "Annexure-C".
The details relating to deposits covered under chapter V of the Companies Act 2013
|Sr. No. ||Particular ||Details |
|01. ||Accepted during the year ||Nil |
|02. ||Remained unpaid or unclaimed as at the end of the year ||Nil |
|03. ||Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved- ||Nil |
| ||i ) at the beginning of the year || |
| ||ii ) maximum during the year || |
| ||iii ) at the end of the year || |
|04. ||Details of deposits which are not in compliance with the requirements of Chapter V of the Act || |
The Company has accepted unsecured loan during the year from its director Promoters orrelatives of them which is as per stipulation of bank/financial statement.
SIGNIFICANT AND MATERIAL ORDER PASSED
There has not been any order passed by the courts regulations and tribunals.
DETAILS OF INTERNAL FINANCIAL CONTROL
The Company has has adopted the policy and procedure for ensuring the orderly andefficient conduct of business including adherence to companys policies safeguardingof assets prevention and detection of fraud and error the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.
REVISION OF FINANCIAL STATEMENT
According to section 131 (1) of the Companies Act 2013 there is not required torevised the financial statement.
DISCLOSURE OF VOTING RIGHTS
The Company has not purchase its shares and has not provided loan for purchase of itsshares due to that disclosure under section 67(3) of the Companies Act 2013 shall notapplied to the company.
DISCLOSURE OF AUDIT COMMITTEE
The criteria relating to constitution of Audit Committee in terms of Section 177(2) ofthe Companies Act 2013 read with Rule 6 of Companies (Meeting of Board and its Powers)Rules 2014 shall not be applicable to the company. However the company has constitutedAudit committee as on 07th April 2017 as the company is under the process of listing ofits securities in BSE SME Platform. The disclosure of composition of audit committee is asfollows;
|Sr. No. ||Name of Member ||Designation in Company ||Designation in committee |
|01. ||PARSHOTAMBHAI M. SAKHIYA (DIN: 07780714) ||Independent Director ||Chairman |
|02. ||DHIRAJ BHAWANBHAI SAKHIYA (DIN: 07756790) ||Independent Director ||Member |
|03. ||VIJAYBHAI SHINGALA (DIN: 07662235) ||Managing Director ||Member |
NOMINATION AND REMUNERATION COMMITTEE
Section 178 (4) of the Companies Act 2013 shall not be applicable to the company dueto that there is no requirement of disclosure of policy on Nomination and RemunerationCommittee. However the company has constituted Nomination and Remuneration committee ason 07th April 2017 as the company is under the process of listing of its securities inBSE SME Platform. The disclosure of composition of audit committee is as follows;
|Sr. No. ||Name of Member ||Designation in Company ||Designation in committee |
|01. ||BIPINBHAI B. VORA (DIN: 07756787) ||Independent Director ||Chairman |
|02. ||PARSHOTAMBHAI M. SAKHIYA (DIN: 07780714) ||Independent Director ||Member |
|03. ||VAISHALIBEN V. SHINGALA (DIN: 07662204) ||Woman Director ||Member |
DISCLOSURE OF COMMISSION
According to section 197(14) of the Companies Act 2013 there is not any director whoreceipt the commission from the company and the managing director/ whole time director ofthe company was not disqualified from any from receive of remuneration or commission formany company.
DISCLOSURE RELATED TO EMPLOYEE
As per rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 applicable to every listed company as the company is under process of listingof its securities in BSE SME platform. Due to that this is not applicable to the companyduring the current financial year.
CORPORATE SOCIAL RESPONSIBILITY
According to Section 135 of the Companies Act 2013 the company is not required toconstitute Corporate Social Responsibility Committee and hence no need to formulate thepolicy.
AUDITORS REPORT & BOARDS COMMENTS ON QUALIFICATIONS
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The reason for qualificationprovided by the Auditor is provided in "Annexure- E".
The Company incorporated as on 07.02.2017 from conversion of Partnership firm named asJIGAR CABLES (Earlier named as JIGAR INDUSTRIES) into PART I Company under Chapter XXI ofthe Companies Act 2013 named as JIGAR CABLES LIMITED. During the first year the companyhas appointed Maharishi & Co. as Auditor of the company. The term of auditor expire ason Annual General Meeting.
The Board of Directors with the approval of members appoint the M.N. MANVAR & CO.as statutory auditor of the company. They have confirmed their eligibility to the effectthat their appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for appointment.
The Company ensures that there is a healthy and safe atmosphere for every womanemployee at the workplace. Further there was no case filled during the year under thesexual harassment of woman at workplace.
Your Directors wishes to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddeclaration during the year. Your director sincerely conveys their appreciation tocustomers shareholders vendors bankers business associates regulatory and governmentauthorities for their continued support.
|Date: 05.06.2017 ||By order of the Board of Directors || |
|Place: Gondal ||JIGAR CABLES LIMITED || |
| ||Sd/- ||Sd/- |
| ||[Managing Director] ||[Whole Time Director] |
| ||[Vijay G. Shingala] ||[Parshottambhai L. Vaghasiya] |
| ||[DIN: 07662235] ||[DIN:07662195] |