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Jigar Cables Ltd.

BSE: 540651 Sector: Engineering
NSE: N.A. ISIN Code: INE943X01015
BSE 00:00 | 26 Apr 34.75 0
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NSE 05:30 | 01 Jan Jigar Cables Ltd
OPEN 35.00
PREVIOUS CLOSE 34.75
VOLUME 8000
52-Week high 39.90
52-Week low 20.00
P/E 119.83
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.00
CLOSE 34.75
VOLUME 8000
52-Week high 39.90
52-Week low 20.00
P/E 119.83
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jigar Cables Ltd. (JIGARCABLES) - Director Report

Company director report

To

The Members

JIGAR CABLES LIMITED

Your Directors have pleasure in presenting the 3rd Board's Report of the Company together with the Annual Audited Financial Statements for the year ended March 31 2019.

 FINANCIAL RESULTS:

The key aspects of Financial Results of the Company for the Financial ended on March 31 2019 are as under:

StandaloneConsolidated
ParticularsYear Ended on March 31 2019Year Ended on March 31 2018Year Ended on March 31 2019Year Ended on March 31 2018
(In Rs.)(In Rs.)(In Rs.)(In Rs.)
Revenue From Operation201875120/-198469217/-215208029/-199068625/-
Other Income4756840/-1512519/-4636027/-973456/-
Total Revenue206631960/-199981736/-219844056/-200042081/-
Expenditure201404825/-195762014/-213499746/-195121430/-
Profit(loss) before Tax (PBT)5458371/-4101903/-6575546/-4802832/-
Tax Expenses :
Current Tax1481731/-589591/-1915486/-663897/-
Deferred Tax (Credit)(86403)/-18029/-(92830)/-133699/-
Net Profit/loss After Tax (PAT)4063043/-3494283/-4752890/-4005236/-
Earning per Equity Share:
Basic0.580.550.680.55
Diluted0.580.550.680.55

 STATEMENT OF COMPANIES AFFAIRS:

The Key highlights pertaining to the business of the Company for the Year 2018-19 have been given hereunder:

Your Company's performance has overall improved. On Consolidated basis the revenue for the Financial Year 2018-19 was Rs. 215208029 higher by 8.11% over the previous year's revenue of Rs. 199068625. The Profit After Tax attributable to shareholders for Financial Year 2018-19 was Rs. 4752890 registering a growth of 18.67% over the Profit After Tax of Rs. 4005236 for previous Financial Year.

On an unconsolidated basis the Company achieved revenue of Rs. 201875120 and net profit of Rs. 4063043 during the year under review. The net profit of the Company increased by 16.28% during the year compared to Rs. 3494283 in previous year.

Furthermore your Director assured that the Company will achieve its strategic objectives of sustainable and profitable growth by improving the product excellence exploring markets and delivering customer delight in the year to come.

 CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review there is no change in nature of business of the Company.

 WEB LINK OF ANNUAL RETURN:

According to Section 134 sub-section (3) (a) the Company has annexed the extract of Annual Return in Annexure-A in form MGT-9 with Director Report. The Annual Return is available at following link. www.sigmacab.com.

 BOARD OF DIRECTORS AND THE NUMBER OF MEETING OF THE BOARD OF DIRECTORS:

a. Composition of Board of Directors:

During the year under review the composition of Board of Directors has changed and the details of the same given below:

1. Mr. Vijay Gopalbhai Shingala (DIN: 07662235)- Managing Director and Chairman
2. Mr. Parshottambhai Laljibhai Vaghasiya (DIN: 07662195)- Whole-time Director
3. Mrs. Vaishali Vijay Shingala (DIN: 07662204)- Director
4. Mr. Parshotambhai Mithabhai Sakhia (DIN: 07780714)- Independent Director
5. Mr. Dhirajlal Bhavanbhai Sakhia (DIN: 07756790)- Independent Director
6. Mr. Bipinkumar Bhagvanjibhai Vora (DIN: 07756787)*- Independent Director
[* Mr. Bipinbhai Vora was passed away On December 26 2018.]

b. Number of Board Meeting:

During the year under review i.e. Financial Year 2018-19 12 (Twelve) Board meeting were held.

The date on which the Board meetings were held are: April 18 2018 May 29 2018 June 30 2018 July 25 2018 July 30 2018 August 03 2018 September 20 2018 October 29 2018 November 13 2018 December 13 2018 January 23 2019 and March 25 2019. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

c. Attendance of Directors at Board Meeting and Annual General Meeting (AGM):

Name of the DirectorNature of DirectorshipNumber of Board Meeting attended during the yearWhether attended last AGM
Mr. Vijay Gopalbhai ShingalaManaging Director12Yes
Mr. Parshottambhai Laljibhai VaghasiyaWhole Time Director12Yes
Mrs. Vaishali Vijay ShingalaDirector12Yes
Mr. Parshotambhai Mithabhai SakhiaIndependent Director12Yes
Mr. Dhirajlal Bhavanbhai SakhiaIndependent Director9Yes
Mr. Bipinkumar Bhagvanjibhai VoraIndependent Director10Yes

d. Director Retired by rotation:

Mrs. Vaishali Vijay Shingala (DIN: 07662204) as a Director who is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible she offers herself for reappointment in the ensuing Annual General Meeting.

e. Independent Directors:

During the year under review Mr. Bipinbhai Vora (DIN: 07756787) Independent Director of the Company was died and his office was vacated. To fill the said casual vacancy Mrs. Shardaben Bhalala (DIN: 08467162) was appointed as an Additional Director (Non Executive Independent Director) in the Board Meeting held on May 30 2019 to hold the office till the conclusion of the ensuing Annual General Meeting. Pursuant to the recommendation of the Board & Nomination and Remuneration Committee and subject to approval of the members of the Company Mrs. Shardaben Bhalala as Additional Director designated as Independent Director of the Company.

Mr. Parshotambhai Sakhia (DIN: 07780714) an Independent Director of the Company has submitted his resignation as member of the Board with effect from August 15 2019 pursuant to some personal reasons.

Meeting of Independent Directors:

Independent Directors meeting was held on March 19 2019 for the review of performance of Non-Independent Directors and the Board as a whole and Chairman. Further they reviewed the quality quantity and timeliness of the flow of information between the company management and the Board.

 CHANGE IN KEY-MANAGERIAL PERSONNEL:

During the year under review of CS Chandni Chhabariya was resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. September 20 2018.

 DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements) Regulations 2015. In the opinion of the Board Independent Directors fulfill the conditions specified in the Act Rules made there under and Listing Regulations.

 FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors Board and Committees of the Board was carried out under the provisions of Section 134 (3)(p) of the Act relevant Rules as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

 CHANGES IN SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company. The Paid-up Share Capital of the Company as March 31 2019 is 70320000/- divided into 7032000 Equity Shares of 10/- each fully paid up.

 DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company under Section 67. Hence no disclosure was required to be provided herewith.

 EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO SWEAT EQUITY & ESOS:

No Equity shares with Differential rights sweat equities or share under employee stock option scheme were issued during the year.

 LOANS GUARANTEES AND INVESTMENTS U/S 186:

The Company has not provided any loan and guarantee during the year.

The Company has make investment in securities in wholly owned subsidiary Company. Disclosure is required as per section 134(3)(g) of the Act provided as under.

Sr. No. ParticularInformation
01 Investment in wholly owned subsidiary Company50000 equity share of Rs. 10 each
[As on March 10 2017]
1000000 equity share of Rs. 10 each [Right Issue]
[As on December 10 2018]

 RESERVE AND SURPLUS:

In year under review the Company has not transferred any amount to Reserves and Surplus account.

 DIVIDEND:

During the year under review the Board of Directors of the Company has recommended dividend of Rs. 0.20/- per equity Share of Rs. 10/- each for the Financial Year ended on March 31 2019.

 CONTRACT OR ARRANGEMENT WITH RELATED PARTY U/S 188 (1):

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. During the year the Company had entered into contract/arrangement/transaction with related parties which could be considered material in accordance with Rule 15 of the Companies (Meeting of Board and Its Powers) Rules 2014. Further the most of transaction is entered with its Subsidiary Company. Being a Material transaction it is required to provide the details of transaction in AOC-2 and Justification of contract which are attached as Annexure -B.

 MATERIAL CHANGES AFFECTING FINANCIAL POSITION:

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this report. There has been no change in the nature of business of the Company.

However there is appointment of Mrs. Shardaben N. Bhalala (DIN: 08467162) as an Additional Independent Director of the Company at the Meeting of Board of Directors of the Company held on May 20 2019 and along with that Mr. Parshotambhai M. Sakhia (DIN: 07780714) one of the Independent Director has resigned from the office w.e.f. August 20 2019 which was taken on record by the Board of Directors at their meeting dated August 20 2019.

 CONSERVATION OF TECHNOLOGY ENERGY ABSORPTION & FOREGIN EXCHANGE EARNINGS AND OUTGOING:

The Company has nothing to report in respect of Conservation of Energy and Technology Absorption in terms of Section 134(3)(m) of the Companies Act 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014 since the Company is engaged in manufacturing related business.

The details of conservation of energy technology absorption foreign exchange earnings and outgo are as follows:

A. Conservation of Energy:

(i) The steps taken or impact on conservation of energyApart from regular practices and measures for energy conservation no new initiatives were driven across the units.
(ii) The steps taken by the Company for utilizing alternate sources of energyNot Applicable
(iii) The capital investment on energy conservation equipmentsNIL

We continue to focus on the energy usage water management healthy wealthy and safe environment and various other recourse consumptions.

B. Technology absorption:

(i) The efforts made towards technology absorptionNo efforts have been made
(ii) The benefits derived like product improvement cost reduction product development or import substitutionNot Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-During the year there was no import of any technology
(a) the details of technology importedNot applicable
(b) the year of importNot applicable
(c) whether the technology been fully absorbedNot applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; andNot applicable
(iv) The expenditure incurred on Research and DevelopmentCapital & Revenue Expenditure NIL

Company as not a separate Research and Development Department though we have implemented the advance research and which results into the highest quality products. We have well equipped manufacturing unit with latest plant machinery and laboratory with ultra modern and sophisticated type testing equipments for complete testing of the cables.

C. Foreign Exchange Earnings and Outgo:

During the year under review there were no foreign exchange earnings and foreign exchange outgo.

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 RISK MANAGEMENT POLICY:

The Company has established a well-defined process of risk management for dealing with different kinds of risks which it faces in day-to-day operations of the Company wherein the identification analysis and assessment of the various risks measuring of the probable impact of such risks formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. The risk framework helps us meet the business objectives by aligning operating controls with the mission and vision of the Company. All the business activities are being carried under the direct supervision of the Board of Directors of the Company. Considering the past experience Company has taken all reasonable steps to mitigate business risk involved in business activities. Given the facts in the opinion of the Board of Directors there is no foreseeable risk involved in business of the Company which may threaten the existence of the Company.

 SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANY:

Detailed information of subsidiary Company has been annexed under Annexure-C along with its performance.

 DETAILS OF DEPOSIT:

During the year under review the Company has not accepted any deposit covered under the Chapter V of the Companies Act 2013. The Statement for pertaining to the details is furnished here as below:

Sr. No.ParticularsAmount in (Rs.)
1.Accepted during the yearNil
2.Remained unpaid or unclaimed as at the end of the yearNot Applicable
3.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 involvedNot Applicable
3.1at the beginning of the yearNot Applicable
3.2maximum during the yearNot Applicable
3.3at the end of the yearNot Applicable
4.Deposits which are not in compliance with the requirements of Chapter V of the ActNil

Security Deposit:

The Company has provided security deposit to supplier for the performance of the contract for supply of goods as per the mutually agreed terms and conditions.

 SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of your Company and its future operations.

 REVISION OF FINANCIAL STATEMENT:

According to section 131 (1) of the Companies Act 2013 there is not required to revised the financial statement.

 DISCLOSURE RELATED TO EMPLOYEE:

The details relating to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 during the Financial Year 2018-19 are given in Annexure-D.

 VIGIL MECHANISM:

The Company in compliance with Section 177 of the Companies Act 2013 and has established a Vigil Mechanism for the Directors and Employees to report genuine concerns or grievances about unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct. The Company has formulated a Whistle Blower Policy as prescribed under Section 177(8) & Section 177(10) of the Companies Act 2013.

 CORPORATE SOCIAL RESPONSIBILITY:

The criteria specified under section 135 of the Companies Act 2013 is not applicable to the Company. However the Company has formulated a policy which is available at the website of the Company on www.sigmacab.com which is applicable to the Company as and when section applicable to the Company.

 DETAILS OF INTERNAL FINANCIAL CONTROL:

The Company has adopted the policy and procedure for ensuring the orderly and efficient conduct of business including adherence to Company's policies safeguarding of assets prevention and detection of fraud and error the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has proper and adequate systems of internal controls.

 REASON FOR RESIGNATION OF DIRECTOR [SECTION 168(1)]:

During the year under review there was no resignation of Director; hence details were not required to be provided herewith.

 AUDIT COMMITTEE:

The criteria relating to constitution of Audit Committee in terms of Section 177(2) of the Companies Act 2013 read with Rule 6 of Companies (Meeting of Board and its Powers) Rules 2014 shall applicable to the Company and the details of the same are given below:

Sr. No.Name of MemberDesignationDesignation in CommitteeNo. of meeting attended
01.Parshotambhai M. SakhiyaIndependent DirectorChairman4
(DIN: 07780714)
02.Dhiraj Bhawanbhai SakhiyaIndependent DirectorMember4
(DIN: 07756790)
03.Vijaybhai ShingalaManaging DirectorMember4
(DIN: 07662235)

 NOMINATION AND REMUNERATION COMMITTEE:

The details of Nomination and Remuneration Committee in terms of Section 178 (4) of the Companies Act 2013 of the Company are as under:

Sr. No.Name of MemberDesignationDesignation in CommitteeNo. of meeting attended
01.Bipinbhai B. VoraIndependent DirectorChairman0
(DIN: 07756787)
02.Parshotambhai M. SakhiyaIndependent DirectorMember1
(DIN: 07780714)
03.Vaishaliben V. ShingalaWoman DirectorMember1
(DIN: 07662204)

 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details of Nomination and Remuneration Committee in terms of Section 178 of the Companies Act 2013 of the Company are as under:

Sr. No.Name of MemberDesignationDesignation in CommitteeNo. of meeting attended
01.Bipinbhai B. VoraIndependent DirectorChairman0
(DIN: 07756787)
02.Parshotambhai M. SakhiyaIndependent DirectorMember1
(DIN: 07780714)
03.Vaishaliben V. ShingalaWoman DirectorMember1
(DIN: 07662204)

 AUDITORS AND AUDIT REPORTS:

1. STATUTORY AUDITOR:

M/s. M. N. MANVAR & CO (Firm Registration No.: 106047W) was appointed at the First Annual General Meeting of the Company to hold office from the Conclusion of that Annual General Meeting till the Conclusion of the this Annual General Meeting. The Board wishes to continue their term and hereby the Board of Directors recommend to appoint M/s M. N. MANVAR & CO (Firm Registration No.: 106047W) as a Statutory Auditors of the Company. They have confirmed their eligibility to the effect that their appointment if made would be within the prescribed limits under the Act and that they are not disqualified for appointment. It is recommended to appoint them for the period from conclusion of this Annual General Meeting till the Conclusion of Next Annual General Meeting.

STATUTORY AUDITORS' REPORT:

The Statutory Auditors' Report on the Accounts (Standalone and Consolidated both) of the Company for the Financial Year ended on March 31 2019 is attached to the financial statements. Further the Audit Report does not contain any qualification reservation adverse remarks or disclaimer.

Further the Statutory Audit Report of the Wholly Owned Subsidiary Company i.e. Jigar Polymers Limited is also not contained any qualification reservation adverse remarks or disclaimer. The same has not been annex separately herewith.

2. SECRETARIAL AUDITOR:

The Board has appointed CS Piyush Jethva Practicing Company Secretary Rajkot as a Secretarial Auditor of the Company in the meeting of the Board of Directors of the Company held on August 05 2019.

SECRETARIAL AUDIT REPORT:

The Report given by Auditor u/s 204 of the Companies Act 2013 is annex with the Annual Report as Annexure-E.

M/s. Jigar Polymers Limited being a Wholly Owned Subsidiary of the Listed Public Company is required to get Secretarial Audit Report and the same Secretarial Auditor has been appointed to conduct the Audit for the M/s. Jigar Polymers Limited. Further the Secretarial Audit Report of the Wholly Owned Subsidiary Company is not annex herewith as it is not mandatory to attach the same with the Annual Report of the Parent Holding Company.

The Secretarial Auditor have not made any adverse remarks or observation in his Secretarial Audit Report of the Wholly Owned Subsidiary company M/s Jigar Polymers Limited

 EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIAL AUDITORS:

There are no qualifications reservations or adverse remarks made by the Statutory Auditors/Secretarial Auditor in their report for the Financial Year ended on March 31 2019.

However there are certain remarks which were there in the Secretarial Audit Report given by CS Piyush Jethwa Practicing Company Secretary which will make further make good by appointing internal auditor and further Management clarifies that Non filing or Filing of Form late in time is only a Procedural mistake. Payment of excess remuneration has been also put for the approval of members at the ensuing Annual General Meeting of the Members.

 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under consideration there were no such instances.

 DISCLOSURE OF COMMISSION:

According to section 197(14) of the Companies Act 2013 no Director received a commission from the Company and none of the Managing Director/Whole-time Director of the holding Company was disqualified from receipt of any remuneration or commission form any Company.

 DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act 2013.

 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. Further there was no case filled with the Internal Complaint Committee during the year under review nor has came across any event required disclosure under the Act. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

 SECRETARIAL STANDARDS COMPLIANCES:

Company is in compliance with applicable Secretarial Standards (SS1 - Secretarial Standard on Meetings of The Board of Directors and SS2 - Secretarial Standard on General Meetings) issued by Institute of Company Secretaries of India and approved by the Ministry of Corporate Affairs.

 MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report forms an integral part of the Report as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) and provides details of the overall industry structure developments performance and state of affairs of the Company's various businesses. The same is presented in Annexure-F herewith.

 DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 the Board hereby declares that:

a. In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 ACKNOWLEDGEMENT:

Directors are grateful to Government of India Government of Gujarat and various government agencies for their continued co-operation support and advice. The Board wish to place on record their profound admiration and sincere appreciation towards all the clients authorised persons Bankers Shareholders employees Auditors and all others who have reposed their continued support and valuable cooperation.

By Order of the Board
For JIGAR CABLES LIMITED
Sd/-Sd/-
Mr. Vijay ShingalaMr. Parshottambhai Vaghasiya
Date: August 20 2019Chairman & Managing DirectorWhole-time Director
Place: Gondal[DIN: 07662235][DIN: 07662195]

   

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