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Shigan Quantum Technologies Ltd.

BSE: 535435 Sector: Auto
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Shigan Quantum Technologies Ltd. (SHIGAN) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting the 13th Annual Report for theyear ended March 312021.

1. Financial summary or highlights / Performance of the Company

The Board's Report has been prepared based on the financial statements of the company.The financial result of the company for the year ended as on 31.03.2021 is as follows: -

Net Profit before depreciation & Interest 63650600 51094889
Less:- Depreciation and Interest 13778000 11552766
Profit Before Tax 49872600 3.9542123
Less:- Earlier Year Expenses 589700 466469
Less:- Provision for Tax 12424600 11046882
Less:- Income Tax written back - -
Profit After Tax 36858300 28028772
Add:- B/f Profit 92346500 63291416
Add :- Deferred Tax Liability/ (Asset ) (145300) (1026285
Less :- Impact Of Retained Earing - -
Less:- Proposed Dividend - -
Transferred to Balance Sheet 129059500 92346473

During the year under review revenue from operations of the Company is Rs.956596000 (Rupees Ninety-Five Crores Sixty- Five Lakhs and Ninety- Six Thousand only)as against is Rs. 727759300 (Rupees Seventy- Two Crores Seventy- Seven Lakhs Fifty-Nine Thousand and Three Hundred only) revenue in previous year.

The Company earned profit of Rs. 36713000 (Rupees Three Crores Sixty- Seven Lakhsand Thirteen Thousand only) as compared to profit of Rs. 29055057 (Rupees Two CroresNinety Lakhs Fifty-Five Thousand and Fifty-Seven) in previous year.

2. Dividend

No Dividend has been declared by the company during the year ended on 31.03.2021

3. Reserves

For the Financial Year ending 31st March 2021 the Company has transferred profit ofRs. 36713000

(Rupees Three Crores Sixty- Seven Lakhs and Thirteen Thousand Only) to Reserves &Surplus.

4. Brief description of the Company's working during the year/State of Company'saffair.

The Company is always looking for an opportunity to undertake the projects which wouldenhance the shareholder's wealth. However the Board is always trying for best of effortsto undertake other projects as well.

5. Change in the nature of business if any

There has been no change in the nature of business of Company Nature of businessremains same during the Financial Year.

6. Change of name.

During the Financial Year 2020-21 there has been no change in name of Company.

7. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

No material changes and commitments affecting the Financial Position of the Companyoccurred between the end of the Financial Year to which this Financial Statements relateon the date of this report.

8. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

There was no pending suit before the courts and tribunals which would impact the goingconcern status of the Company. No such order passed during the year.

9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls it is statedthat the Company is a Private limited company (only a listed company is required to laydown the internal financial controls to be followed by the company as per Section 134 (5)(e) of the Companies Act 2013.) However the Company has in all material respects anadequate internal financial controls system and such internal financial controls wereoperating effectively as at 31 March 2021.

10. Details of Subsidiary/Joint Ventures/Associate Companies.

As on 31st March 2021 the Company has no Subsidiaiy/Associate Company.

11. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement. NA

12. Deposits.

The details relating to deposits covered under Chapter V of the Act -

(a) Accepted during the year; NA
(b) Remained unpaid or unclaimed as at the end of the year; NA

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-

(i) maximum during the year; NA
(ii) at the end of the year; NA

The details of deposits which are not in compliance with the requirements of Chapter-Vof the Act;

13. Statutory Auditors.

M/s Saria Gupta & Co. Chartered Accountants (FRN: 003168N) Statutory Auditors ofthe Company were appointed in the 12th AGM to hold office until the conclusionof 17th AGM. The Statutory Auditors have confirmed their eligibility andsubmitted their certificate of disqualification to hold office of Statutory Auditors ofthe Company. There are no qualifications or reservations or adverse remarks or fraudsreported by the Auditors in their Report.

14. Share Capital.

A) Issue of equity shares with differential rights

The company has not issued any equity shares with differential rights during the year.

B) Issue of sweat equity shares

The company has not issued any sweat equity shares during the year.

C) Issue of shares through Employee Stock Option

The company has not issued any employee stock option during the year.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.

15. Annual Return

A copy of the Annual Return is placed on the website of the Company

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo.

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

A) Conservation of energy:
(i) the steps taken or impact on conservation of energy; NA
(ii) the steps taken by the company for utilising alternate sources of energy; NA
(iii) the capital investment on energy conservation equipment's; NA
B) Technology absorption:
(i) the efforts made towards technology absorption; NA

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; NA

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

• the details of technology imported; NA
• the year of import; NA
• whether the technology been fully absorbed; NA

• if not fully absorbed areas where absorption has not taken place and thereasons thereof; and


• the expenditure incurred on Research and Development. NA

C) Foreign exchange earnings and Outgo:

During the year there was Rs. 500718/- inflow of Foreign Exchange and Rs.215090322/- Outgo of Foreign Exchange.

17. Corporate Social Responsibility (CSR).

As company's net worth did not exceed Rs. 500 crores or more or turnover of Rs. 1000crores or more or a Net Profit of Rs. 5 crores or more hence the requirement of CorporateSocial Responsibility does not arise in terms of Rule 9 of Company's (Corporate SocialResponsibility) Rules 2014.

The Company believes sustained growth of business lies on bottom line that is growth ofpeople around our operation protection of environment where we operate. We as a Companyunderstand wellbeing of the community around our business helps in growth of business.

18. Directors.

As the ultimate responsibility for sound governance and prudential management ofCompany lies with Board it is imperative that the Board remains continually energisedproactive and effective.

A) Changes in Directors and Key Managerial Personnel

There is no change in the composition of the Directors in the Company during theFinancial Year 2020- 21. Ms. Gunjan Gupta Company Secretary and Compliance Officer (KMP)was appointed on 02 February 2021.

B) Declaration by an Independent Director(s) and re- appointment if any

As the Company neither being Listed Company nor being Public Limited Company asprescribed hence the provisions of Section 149 of the Companies Act 2013 not applicable.

C) Formal Annual Evaluation

Formal Annual Evaluation is not required as Company is neither being Listed Company norbeing public Company having a paid up share capital of Rs. 25 crores or more calculated atthe end of preceding financial year.

19. Particulars of Managerial Personnel.

The company has no employees during the year in respect of which the statement pursuantto the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isrequired to be annexed.

20. Number of meetings of the Board of Directors.

The following Board Meetings were held during the Financial Year 2020-21:

L 21-05-2020 2 2
2. 02-06-2020 2 2
3. 16-06-2020 2 2
4. 26-06-2020 2 2
5. 28-08-2020 2 2
6. 01-09-2020 2 2
7. 18-09-2020 2 2
8. 05-10-2020 2 2
9. 15-10-2020 2 2
10. 06-11-2020 2 2
11. 23-11-2020 2 2
12. 25-11-2020 2 2
13. 21-12-2020 2 2
14. 21-12-2020 2 2
15. 01-02-2021 2 2
16. 02-02-2021 2 2
17. 26-02-2021 2 2
18. 06-03-2021 2 2
19. 24-03-2021 2 2

21. Audit Committee.

The Board of Directors of the Company has not recommended for the formation of AuditCommittee as the same is not applicable as per the provisions of the Companies Act 2013.

22. Details of establishment of vigil mechanism for Directors and Employees.

The Board of Directors of the Company has not recommended for Vigil Mechanism forDirectors and employees as the same is not applicable as per the provisions of theCompanies Act 2013.

23. Nomination and Remuneration Committee.

The Board of Directors of the Company has not recommended for the policy of nominationand remuneration committee as the same is not applicable for the company.

24. Particulars of loans guarantees or investments under section 186.

The Company has not granted any loan or given any guarantee to the persons as given inSection 186. Further the Company has not made any investments.

25. Particulars of contracts or arrangements with related parties:

The details of transaction with related parties during the year ended on 31.03.2021 isas follows:-

Mr. Shishir Agrawal Consultancy Charges 9800000 Director
Mr. Gagan Agrawal Consultancy Charges 9800000 Director
M/s Shigan Evoltz Limited Development Cost 23500000 Associates/Sister Concern
M/s Giridhari Sales Private Limited Interest Paid 291375 Associates/Sister Concern
M/s Shigan Nexgen Technologies LLP Service Income 13339513 Associates/Sister Concern
M/s Shigan Telematics Private Limited Interest Paid 72211 Associates/Sister Concern
M/s CLH Gaseous Fuel Applications Pvt Ltd. Sales 6356533 Associates/Sister Concern
M/s CLH Gaseous Fuel Applications Private Limited Purchase 135417842 Associates/Sister Concern
M/s CLH Gaseous Fuel Applications Pvt Ltd. Rent Paid 6000000 Associates/Sister Concern
M/s Orient Transport Agency Freight paid 2610000 Associates/Sister Concern

26. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration (Remuneration of Managerial Personnel) Rules 2014. (Applicable to listedCompany) and other details as required pursuant to Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

As the Company is not listed hence Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) rules 2014 is not applicable.

B) Details of every employee of the Company as required pursuant to Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial) Rules 2014.

There were no employees whose remuneration exceeded the limit as prescribed in Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot applicable.

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Company or Subsidiary Company of such Company subject toits disclosure by The Company in the Board's Report.

None of the Directors has received any commission during the Year.

D) The following disclosures shall be mentioned in the Board of Director's report underthe heading "Corporate Governance" if any attached to the financial statement:—

(i) all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors; NA

(ii) details of fixed component and performance linked incentives along with theperformance criteria; NA

(iii) service contracts notice period severance fees NA

(iv) stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable. NA

27. Secretarial Audit Report

The provisions relating to appointment of Secretarial Auditor u/s 204 of Companies Act2013 does not apply to the Company. As the Company neither being Listed Company nor beingthe public Company having a paid up share capital of Rs. 50 crores or more or publiccompany having a turnover of Rs. 250 crores hence the Company is not required to carryout the Secretarial Audit.

28. Disclosure about Cost Audit.

The provisions relating to appointment of Cost Auditor does not apply to the Company.As per the provisions laid down under section 148 of Companies Act 2013 read withCompanies (Cost Records & Audit) Rules 2014. The Company maintains the cost recordsthough conducting Cost Audit & appointing Cost Auditor is not applicable upon theCompany.

29. Internal Audit & Controls.

The Company takes all corrective measures for internal control within the company.

The provisions relating to appointment of Internal Audit does not apply to the Company.As per Rule 13 of Companies (Accounts) Rules 2014 the Company do not fall under the classor classes of Companies which shall require to appoint an Internal Auditor.

30. Issue of employee stock option

The Board of Directors shall inter alia disclose in the Directors' Report for theyear the details as provided in rule 12 (9) of Companies (Share Capital and Debentures)Rules 2014.

1. Approval NIL
2. Options Granted NIL
3. Options Vested NIL
4. Options Exercised NIL
5. Total No. of shares arising out of exercise of options NIL
6. Options forfeited/lapsed/cancelled NIL
7. Variations of terms of options NIL
8. Money realized by exercise of options NIL
9. Total Number of options in force NIL
Notes: -
(a) Directors and Key Managerial Personnel. NIL
(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees) NIL
(c) Identified employees who are granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant NIL

31. Management Discussion and Analysis.

The Company not being a listed company hence the company is not required to prepareManagement Analysis and Discussion Report as per Clause 49(IV)(i) of the ListingAgreement.

32. Statutory Disclosures.

Provision of Statutory Disclosure not applicable.

33. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition And Redressal) Act 2013.

As Company at present is having 10 or more employees hence such committee is formed.The management is vigilant to prevent sexual harassment of women at work place and alsocommitted to provide a protective environment at workplace.

34. Corporate Governance Certificate.

Provisions of Corporate Governance as per clause 49 of the Listing Agreement is notapplicable.

35. Risk Management Policy.

Risks are events situations or circumstances which may lead to negative consequenceson the company's businesses. Risk Management is a structured approach to manageuncertainty. A formal enterprise wide approach to risk management is being adopted by theCompany and key risk will now be managed within a unitary framework. As a formal roll-outall business divisions and corporate functions will embrace Risk Management policy andguidelines and make use of these in their decision making. Key business risk and theirmitigation are considered in the annual strategic business plan and in oeriodic managementreviews.

36. Directors' Responsibility Statement.

In terms of the clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Board of

Directors hereby furnish the required Directors' Responsibility Statement asunder—

(a) That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(b) That the Directors had 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 and of the profit and loss of the company for that period;

(c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

37. Transfer of Amounts to Investor Education and Protection Fund.

The company has neither deducted nor paid any dividend hence this clause is notapplicable.

38. Listing with Stock Exchanges.

As the Company is not a listed entity hence this clause is not applicable.

39. Acknowledgements.

Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended tocompany's activities during the year under review. Directors also acknowledges gratefullythe shareholders for their support and confidence reposed on Company.