JIGAR CABLES LIMITED
Your Directors are pleased to present the 02nd Annual Report of the companytogether with the Annual Audited Financial Statements for the year ended 31stMarch 2018.
STATEMENT OF COMPANY'S AFFAIRS: (section 134 (3) (I))
01] FINANCIAL HIGHLIGHTS:
|Particulars ||Standalone Results ||Consolidated Results |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Revenue From Operation ||1984.692 ||125.483 ||1990.69 ||-- |
|Other Income ||15.125 ||1.795 ||9.73 || |
|Total Revenue ||1999.817 ||127.278 ||2000.42 ||-- |
|Expenditure ||1958.956 ||126.527 ||1952.55 ||-- |
|Profit(loss) before Tax (PBT) ||41.019 ||0.751 ||47.71 ||-- |
|Tax Expenses : || || || ||-- |
|Current Tax ||5.895 ||3.120 ||6.64 || |
|Wealth Tax || || || || |
|Deferred Tax (Credit) ||0.180 ||(5.227) ||(2.99) || |
|Net Profit/loss after tax (PAT) ||34.942 ||2.858 ||39.74 ||-- |
|Earning per Equity Share: || || || || |
|Basic ||0.55 ||0.55 ||0.63 ||-- |
|Diluted ||0.55 ||0.55 ||0.63 ||-- |
Your directors are pleased to report that for the year under review your company hasbeen able to achieve a net turnover to Rs.1984.69 lakh as compared to 125.48 lakh in theprevious year. Profit after tax has increased from 2.858 to 34.942 Lakh. There is atremendous growth in the financial figure of the Company.
During the year under review company has issued 1864000 shares through initial Publicoffering process each having face value of Rs. 10 per share at a security premium of Rs.20 per share. The Company has also allotted 6 68000 shares through preferentialallotment process each having face value of Rs. 10 per share at a security premium of Rs.20 per share.
02] SHARE CAPITAL:
The Authorized capital of the company is 80000000/- (Rs. Eight Crore Only) dividedinto 80 00000/- (Eighty Lakh Only) equity share of Rs. 10 each.
During the year company has allotted 6 68000/- equity shares on preferential basisand allotted 18 64000/- equity share through Initial Public Offer. So the Paid upcapital of the company increased from 4 5000000/- (Rs. Four Crore Fifteen Lakh Only)divided into 4500000/- (Forty-Five Lakh Only) equity share of Rs. 10 each to Rs.70320000/- (Rs. Seven Crore Three Lakh Twenty Thousand Only) divided into 7032000/-(Seventy Lakh Thirty- Two Thousand Only) equity share of Rs. 10 each.
03] CHANGE IN NATURE OF BUSINESS:
There is no significant change made in the nature of the company during the financialyear.
04] EXTRACT OF THE ANNUAL RETURN:
According to Section 134 sub-section (3) (a) the company has annexed the extract ofAnnual Return in "Annexure-A" in form MGT-9 with Director Report.
Further According to Section 134 sub-section (3) (a) the company is required to placecopy of annual return prepared U/s 92 of the Companies Act 2013. The copy of Annualreturn is found at the link www.sigmacab.com.
05] DETAILS OF BOARD MEETING:
The Board of Directors met Seventeen (17) times during the financial year. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
The Board meetings are held at least once in every quarter. The Board meetings aregenerally held at Registered Office of the Company. The dates of the Board Meetings arefixed well in advance and intimated to the Board members so as to enable the Directors toplan their schedule accordingly.
During the year ended March 2017- 18 meeting was held on the following dates:
|01.04.2017 ||07.04.2017 ||25.04.2017 ||15.05.2017 ||20.05.2017 |
|17.05.2017 ||02.06.2017 ||03.06.2017 ||05.06.2017 ||10.07.2017 |
|25.07.2017 ||22.09.2017 ||14.11.2017 ||15.11.2017 ||05.02.2018 |
|26.02.2018 ||26.03.2018 || || || |
Attendance of Directors at the Board Meeting held from the date of incorporation:
|Name ||Designation ||No. of board meeting held ||No. of board meeting attend ||Attendance of last AGM Meeting |
|01. Vijay Gopalbhai Shingala ||Managing Director ||17 ||17 ||YES |
|02. Parshottambhai Laljibhai Vaghasiya ||Whole Time Director ||17 ||17 ||YES |
|03. Vaishali Vijay Shingala ||Director ||17 ||17 ||YES |
|04. Parshotambhai Sakhia ||Independent Director ||17 ||17 ||YES |
|05. Dhirajbhai Sakhiya ||Independent Director ||17 ||17 ||YES |
|06. Bipinkumar Vora ||Independent Director ||17 ||17 ||YES |
It is clarified by the entire director that they are not a member in more than 10committees or act as Chairman of more than five committees across all companies in whichhe is a director.
06] RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshave been followed;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2017 and of the Profit of the Company for thatyear;
(iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors have prepared the annual accounts on a going concern basis;
(v) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and are operating effectively; and
(vi) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
07] LOAND GURANTEES AND INVESTEMENT U/S 186
The Company has make investment in securities in wholly owned subsidiary company.Disclosure is require t as per section 134 (3) (g) of the Act provided as under.
|Particular ||Information |
|01) Investment in wholly owned subsidiary company ||50000 equity share of Rs. 10 each |
08] DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013. IndependentDirectors of the Company meet one time during the financial year as on 14.12.2017 as perRegulation 25 of Securities and Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulations 2015.
09] RESERVE AND SURPLUS
The Company has transfer Rs. 34 94283/- to the surplus account and Rs. 5 0640000/- as Securities Premium account during the current year.
The Board of Directors of company has not recommended any dividend during the yearending on 31st March 2018. As the Board of Directors wants to plough back the profit inthe business.
11] CONTRACT OR ARRANGEMENT WITH RELATED PARTY 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 arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. There is no contractwhich is deemed as a material contract as per Rule 15 of the Sub Rule 3 so the close isnot applicable to the company. Justification of contract is attached as "AnnexureB" in form AOC-2.
12] MATERIAL CHANGES AFFECTING FINANCIAL POSITION
The Company has listed its securities on SME platform of BSE Limited as on 28thJuly 2017 and allotted 18 64000 equity shares through Initial Public Offer having facevalue of Rs. 10 per share at a Security Premium of Rs. 20 per share.
13] 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-C".
14] RISK MANAGEMENT POLICY
The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
15] VIGIL MECHANISM
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 Policyis available on www.sigmacab.com. The policy provides for a framework and process wherebyconcerns can be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them.
17] CHANGE IN KEY-MANAGERIAL PERSONNEL
No change in the key-managerial personnel during the year.
18] SUBSIDIARY JOINT VENTURE OR ASSOCIATES COMPANY
Detailed information of subsidiary company has been annexed under"Annexure-D".
19] CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
20] DETAILS OF DEPOSIT
The details relating to deposits covered under chapter V of the Companies Act 2013
|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 ||Not Applicable |
The Company has accepted unsecured loan during the year from its director Promoterswhich is as per stipulation of bank/financial statement.
The company has provided security deposit to supplier for the performance of thecontract for supply of goods.
21] SIGNIFICANT AND MATERIAL ORDER PASSED
There has not been any order passed by the courts regulations and tribunals.
22] REVISION OF FINANCIAL STATEMENT
According to section 131 (1) of the Companies Act 2013 there is not required torevised the financial statement.
23 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.
24] DISCLOSURE OF VARIOUS COMMITTEES
i. AUDIT COMMITTEE
During the year four audit committee meetings were held. Details information with dateand attendance of members of meeting provided as under;
|Name of Member ||Designation ||Designation in committee ||No. of meeting attended |
|01. Parshotambhai M. Sakhiya (Din: 07780714) ||Independent Director ||Chairman ||05 |
|02. Dhiraj Bhawanbhai Sakhiya (Din: 07756790) ||Independent Director ||Member ||05 |
|03. Vijaybhai Shingala (Din: 07662235) ||Managing Director ||Member ||05 |
ii NOMINATION AND REMUNERATION COMMITTEE
During the year two Nomination and Remuneration Committee meetings were held. Detailsinformation with date and attendance of members of meeting provided as under;
|Name of Member ||#ARCStart# ||Designation in committee ||No. of meeting attended |
|01. Bipinbhai B. Vora (Din: 07756787) ||Independent Director ||Chairman ||02 |
|02. Parshotambhai M. Sakhiya (Din: 07780714) ||Independent Director ||Member ||02 |
|03. Vaishaliben V. Shingala (Din: 07662204) ||Woman Director ||Member ||02 |
iii. STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year one Stakeholders Relationship Committee meetings were held. Detailsinformation with date and attendance of members of meeting provided as under;
|Name of Member ||Designation ||Designation in committee ||No. of meeting attended |
|01. Dhiraj Bhawanbhai Sakhiya (Din: 07756790) ||Independent Director ||Chairman ||01 |
|02. Parshotambhai M. Sakhiya (Din: 07780714) ||Independent Director ||Member ||01 |
|03. Bipinbhai B. Vora (Din: 07756787) ||Woman Director ||Member ||01 |
25] DISCLOSURE OF COMMISSION
According to section 197(14) of the Companies Act 2013 there is no any director whoreceipt the commission from the company and the managing director/ whole time director ofthe company was not disqualified from receiving a remuneration or commission form anycompany.
26] DISCLOSURE RELATED TO EMPLOYEE
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company as none of theemployees of the company has received remuneration above the limits specified in the Rule5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 during the financial year 2017-18.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-E".
27] CORPORATE SOCIAL RESPONSIBILITY
The criteria specified under section 135 of the Companies Act 2013 is not applicableto the Company. Due to that not required to formulate a Social Responsibility Committeeand Corporate Social Responsibility Policy. However the company has formulated a policywhich is available at the website of the company on www.sigmacab.com which is applicableto the company as and when section applicable to the company.(https://www.sigmacab.com/pdf/Corporate-Social-Responsibility-Policy.pdf).
28] AUDITORS REPORT & BOARD'S COMMENTS ON QUALIFICATIONS
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
29] CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on SME Platform of Bombay Stock ExchangeLimited and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Part C of Schedule V relating to complianceof Corporate Governance shall not apply to the Company. Therefore the Company need not togive report on compliance of Corporate Governance as specified in Part E of Schedule IIpursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and submitting Compliance Report on Corporate Governance on quarterlybasis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
30] MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review is presented ina separate section forming part of the Annual Report and is annexed herewith as"Annexure F".
The Company has adopted the policy and procedure for ensuring the orderly and efficientconduct of business including adherence to company's policies safeguarding of assetsprevention and detection of fraud and error the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Howevercompany has still not appointed Internal Auditor as per Section 138 of the Companies Act2013.
M.N. MANVAR & CO. is appointed as statutory auditor in the first Annual GeneralMeeting until the conclusion of Second Annual General Meeting. The Board of Directorsrecommended appointing M.N. MANVAR & CO. as statutory auditor of the company forfurther period from the conclusion of ensuring Annual General meeting till the Conclusionof next Annual General Meeting. They have confirmed their eligibility to the effect thattheir appointment if made would be within the prescribed limits under the Act and thatthey are not disqualified for appointment.
In terms of Section 204 of the Companies Act 2013 and rules made there under PiyushJethva Practicing Company Secretary appointed as Secretarial Auditor of the Company inthe meeting of Board of Directors held on 18th April 2018. The report of theSecretarial Audit is enclosed as "Annexure-G".
The Management is hereby clarified on the comment of the Secretarial Audit Report thatas this was the first financial year of the company after listing of its Equity of SMEPlatform. Till the date company does not find any proper person who shall appointed asInternal Auditor under section 138 of the Companies Act 2013. However in present yearinternal auditor will be appointed by the Company. Further Management clarifies that Nonfiling or Filing of Form late in time is only a Procedural mistake.
20] EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY & ESOS:
No Equity shares with Differential rights sweat equities or share under employee stockoption scheme were issued during the year.
21] REASON FOR RESIGNATION OF DIRECTOR (SECTION 168(1)):
Not Applicable as no directors have resigned
32] SEXUAL HARASSMENT
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.
The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.
| ||By order of the Board of Directors |
| ||JIGAR CABLES LIMITED |
|Date: 03.08.2018 || |
|Place: Gondal || |
|[Managing Director] ||[Whole Time Director] |
|[Vijay G. Shingala] ||[Parshottambhai L. Vaghasiya] |
|[DIN: 07662235] ||[DIN:07662195] |