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JIGAR CABLES LIMITED
Your Directors are pleased to present the 02nd Annual Report of the company together with the Annual Audited Financial Statements for the year ended 31st March, 2018.
STATEMENT OF COMPANYS AFFAIRS: (section 134 (3) (I))
01] FINANCIAL HIGHLIGHTS:
|Particulars||Standalone Results||Consolidated Results|
|Revenue From Operation||1984.692||125.483||1990.69||--|
|Profit(loss) before Tax (PBT)||41.019||0.751||47.71||--|
|Tax Expenses :||--|
|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:|
Your directors are pleased to report that for the year under review, your company has been able to achieve a net turnover to Rs.1984.69 lakh as compared to 125.48 lakh in the previous year. Profit after tax has increased from 2.858 to 34.942 Lakh. There is a tremendous growth in the financial figure of the Company.
During the year under review company has issued 18,64,000 shares through initial Public offering 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, 68,000 shares through preferential allotment 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 8,00,00,000/- (Rs. Eight Crore Only) divided into 80, 00,000/- (Eighty Lakh Only) equity share of Rs. 10 each.
During the year company has allotted 6, 68,000/- equity shares on preferential basis and allotted 18, 64,000/- equity share through Initial Public Offer. So, the Paid up capital of the company increased from 4, 50,00,000/- (Rs. Four Crore Fifteen Lakh Only) divided into 45,00,000/- (Forty-Five Lakh Only) equity share of Rs. 10 each to Rs. 7,03,20,000/- (Rs. Seven Crore Three Lakh Twenty Thousand Only) divided into 70,32,000/- (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 financial year.
04] EXTRACT OF THE 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.
Further According to Section 134 sub-section (3) (a) the company is required to place copy of annual return prepared U/s 92 of the Companies Act, 2013. The copy of Annual return 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. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
The Board meetings are held at least once in every quarter. The Board meetings are generally held at Registered Office of the Company. The dates of the Board Meetings are fixed well in advance and intimated to the Board members so as to enable the Directors to plan their schedule accordingly.
During the year ended March 2017- 18 meeting was held on the following dates:
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 10 committees or act as Chairman of more than five committees across all companies in which he is a director.
06] RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;
(ii) that the Directors 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 affairs of the Company at the end of the financial year ended 31st March, 2017 and of the Profit of the Company for that year;
(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 the Company and that such internal controls are adequate and are operating effectively; and
(vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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.
|01) Investment in wholly owned subsidiary company||50,000 equity share of Rs. 10 each|
08] DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013. Independent Directors of the Company meet one time during the financial year as on 14.12.2017 as per Regulation 25 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015.
09] RESERVE AND SURPLUS
The Company has transfer Rs. 34, 94,283/- to the surplus account and Rs. 5, 06, 40,000/- as Securities Premium account during the current year.
The Board of Directors of company has not recommended any dividend during the year ending on 31st March, 2018. As the Board of Directors wants to plough back the profit in the business.
11] 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 arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There is no contract which is deemed as a material contract as per Rule 15 of the Sub Rule 3 so the close is not applicable to the company. Justification of contract is attached as "Annexure B" in form AOC-2.
12] MATERIAL CHANGES AFFECTING FINANCIAL POSITION
The Company has listed its securities on SME platform of BSE Limited as on 28th July, 2017 and allotted 18, 64,000 equity shares through Initial Public Offer having face value of Rs. 10 per share at a Security Premium of Rs. 20 per share.
13] CONSERVATION OF TECHNOLOGY, ENERGY ABSORPTION & FOREGIN EXCHANGE EARNINGS AND OUTGOING
The Information relating to Conversion of energy, technology absorption and foreign exchange earnings and outgoing as required pursuant to section 134(3) (m) of the Companies Act, 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 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. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.
15] VIGIL MECHANISM
The Company is committed to the highest standards of ethical, moral and legal business conduct. The Board of Directors has formulated the Whistler Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The Policy is available on www.sigmacab.com. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization 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 Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, 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
|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, Promoters which is as per stipulation of bank/financial statement.
The company has provided security deposit to supplier for the performance of the contract 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 to revised the financial statement.
23 DISCLOSURE OF VOTING RIGHTS
The Company has not purchase its shares and has not provided loan for purchase of its shares due to that disclosure under section 67(3) of the Companies Act, 2013 shall not applied to the company.
24] DISCLOSURE OF VARIOUS COMMITTEES
i. AUDIT COMMITTEE
During the year four audit committee meetings were held. Details information with date and 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. Details information 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. Details information 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 who receipt the commission from the company and the managing director/ whole time director of the company was not disqualified from receiving a remuneration or commission form any company.
26] DISCLOSURE RELATED TO EMPLOYEE
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(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 with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 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 applicable to the Company. Due to that not required to formulate a Social Responsibility Committee and Corporate Social Responsibility Policy. 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. (https://www.sigmacab.com/pdf/Corporate-Social-Responsibility-Policy.pdf).
28] AUDITORS REPORT & BOARDS COMMENTS ON QUALIFICATIONS
The Notes on financial statement referred to in the Auditors Report are self-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 Exchange Limited and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not apply to the Company. Therefore, the Company need not to give report on compliance of Corporate Governance as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
30] MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, is presented in a 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 efficient conduct of business including adherence to companys 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. However company has still not appointed Internal Auditor as per Section 138 of the Companies Act, 2013.
M.N. MANVAR & CO. is appointed as statutory auditor in the first Annual General Meeting until the conclusion of Second Annual General Meeting. The Board of Directors recommended appointing M.N. MANVAR & CO. as statutory auditor of the company for further period from the conclusion of ensuring Annual General meeting till the Conclusion of next Annual General Meeting. 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.
In terms of Section 204 of the Companies Act, 2013 and rules made there under Piyush Jethva, Practicing Company Secretary appointed as Secretarial Auditor of the Company in the meeting of Board of Directors held on 18th April, 2018. The report of the Secretarial Audit is enclosed as "Annexure-G".
The Management is hereby clarified on the comment of the Secretarial Audit Report that as this was the first financial year of the company after listing of its Equity of SME Platform. Till the date company does not find any proper person who shall appointed as Internal Auditor under section 138 of the Companies Act, 2013. However in present year internal auditor will be appointed by the Company. Further Management clarifies that Non filing 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 stock option 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 woman employee at the workplace. Further there was no case filled during the year under the sexual harassment of woman at workplace.
The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support.
|By order of the Board of Directors|
|JIGAR CABLES LIMITED|
|[Managing Director]||[Whole Time Director]|
|[Vijay G. Shingala]||[Parshottambhai L. Vaghasiya]|