The Directors present the Thirtieth Annual Report together with the
Audited Statements of Account of the Company for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS : (Rs. in Lacs)
Particulars 2014-15 2013-14
Total Income 4.55 2.78
Profit (Loss) before Depreciation and
Income Tax (2.57) (1.09)
Less: Depreciation 0.00 0.00
Profit (Loss) before Tax (2.57) (1.09)
Less: Short provisions for tax of
earlier years 0.34 0.00
Profit (Loss) after Tax (2.91) (1.09)
The Company has registered total income of Rs. 4.55 Lacs during the
year under review against Rs. 2.78 Lacs during the previous year.
After meeting the expenses, the Company has incurred loss of Rs. 2.91
Lacs during the year under review against the loss of Rs. 1.09 Lacs in
the previous year.
CHANGE IN MANAGEMENT :
Mr. Jigar Shah and Mr. Ambalal Patel have acquired 986,620 equity
shares from the former promoters vide open offer opened on March 31,
2015 and closed on April 17, 2015. Consequently Mr. Jigar Shah and Mr.
Ambalal Patel have been appointed as Directors of the Company and they
have taken over the management of the Company w.e.f. 5th May, 2015.
They are promoters of the companies which are engaged in the business
of operation and maintenance of Independent Power Projects (IPPs),
generation of renewable energy. The object relating to setting up
Independent Power Project (IPPs) and generation of bio-energy,
renewable energy viz. solar energy, wind energy, etc. has been
inserted in the main object of Memorandum of Association by passing
Special Resolution through Postal Ballot on 2nd July, 2015. The
Company has obtained the name availability letter dated 15th July,
2015 for changing the name of the Company from Jarigold Textiles
Limited to Kintech Renewables Limited. The Company is now
seeking an approval from members for changing the name at the
thirtieth Annual General Meeting (AGM). The Registered office of the
Company has been shifted from Surat to Ahmedabad by passing Special
Resolution through Postal Ballot on 2nd July, 2015.
Your directors regret their inability to recommend any dividend on the
equity shares in view of the losses suffered by your company during
the year under review.
FIXED DEPOSITS :
Your Company has not accepted or invited any Deposits and consequently
no Deposits have matured/become due for re-payment as on 31st March,
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND :
During the year under review, the Company was not required to transfer
any amount to the Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to the provision of
Section 125(e) of the Companies Act, 2013 as there is no amount
unclaimed for a period of 7 years from the date it became due for
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. Jigar Shah has been appointed as Additional Director with effect
from 5th May, 2015 and he holds office upto the date of ensuing Annual
General Meeting of the Company. Mr. Jigar Shah, being eligible, offers
himself for appointment as Director at the AGM.
Mr. Ambalal Patel has been appointed as Additional Director with
effect from 5th May, 2015 and he holds office upto the date of ensuing
Annual General Meeting of the Company. Mr. Ambalal Patel, being
eligible, offers himself for appointment as Director at the AGM.
The Board of Directors appointed Mr. Manoj Jain and Ms. Rashmi Aahuja
as Additional Directors of the Company w.e.f. 16th May, 2015, being
treated as Independent Directors of the Company and who being eligible
for appointment as Independent Directors in the forthcoming Annual
General Meeting upon consent of the members.
Both the Independent Directors have given their declarations that they
meet the criteria of independence as laid down under Section 149(6) of
the Companies Act, 2013.
None of the Directors of the Company is disqualified from being
appointed as a Director as specified under Section 164 of the
Companies Act, 2013.
Mrs. Deepika Shah, Whole Time Director and Mr. Suhail Shah, Director
of the Company resigned w.e.f. 5th May, 2015, in view of their
Mr. Harishchandra Bharucha and Mr. Harjibhai Dhaduk, Independent
Directors of the Company resigned on 18th May, 2015 and 5th May, 2015
The Board has appointed Mr. Daxesh Kapadia, Chief Financial Officer
with effect from 16th May, 2015 and Mr. Parth Shah, Company Secretary
& Compliance Officer with effect from 22nd June, 2015 designated
Whole-time Key Managerial Personnel (KMP) of the Company.
Mr. Hareshchandra Bhavsar resigned on 5th May, 2015 as Chief Financial
Officer (CFO) designated as Key Managerial Personnel of the Company.
For your perusal, a brief resume and other relevant details of Mr.
Jigar Shah, Mr. Ambalal Patel, Mr. Manoj Jain and Ms. Rashmi Aahuja
are available on the website of the Company i.e. www.jarigold.com
NUMBER OF MEETINGS OF THE BOARD :
The Board meets at regular interval with gap between two meetings not
exceeding 120 days. Additional meetings are held as and when
necessary. The Directors are also being provided with an option to
participate in meeting through video conferencing or other audio
visual technologies, keeping in view the applicable provisions of the
Companies Act, 2013 and Listing Agreement. During the year under the
review, the Board met eleven times.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013 :
There were no loans given, guarantees given or investments made by the
company under Section 186 of the Companies Act, 2013 during the year
and hence the said provision is not applicable.
CORPORATE SOCIAL RESPONSIBILITY :
The Company is not falling under purview of applicable provisions of
Section 135 of the Companies Act, 2013 and hence, the said provisions
of Corporate Social Responsibility is not applicable.
AUDIT COMMITTEE :
During the year under review the Board has re-constituted the Audit
Committee in accordance with the applicable provisions of the
Companies Act, 2013 and Equity Listing Agreement. The composition and
terms of reference of the Audit Committee is as under:
Name of the Director Category of No. of meetings attended
Mr. Harishchandra Non Executive &
Bharucha* Independent Director 4
Mr. Harjibhai Dhaduk# Non-Executive &
Independent Director 4
Mr. Suhail Shah# Non-Executive &
Non-Independent Director 4
Mrs. Deepika Shah# Executive & Non-
Independent Director 4
* Resigned from the Company w.e.f 18th May, 2015 and accordingly
ceased to be member of the Committee.
# Resigned from the Company w.e.f. 5th May, 2015 and accordingly
ceased to be member of the Committee.
There has been no instance where the Board has not accepted the
recommendations of the Audit Committee.
Terms of reference of Audit Committee :
* Review of Company''s financial reporting process and disclosure of
its financial information
0 Discuss and review, with the management and auditors, the annual/
quarterly financial statements before submission to the Board with
particular reference to:
* Matters required to be included in the Directors Responsibility
Statement to be included in the Board''s report in terms of sub-section
(2) of section 164 of the Companies Act, 2013.
* Disclosure under ''Management Discussion and Analysis of Financial
Condition and Results of Operations.''
* Any changes in accounting policies and practices and reasons for the
* Major accounting entities involving estimates based on exercise of
judgement by management.
* Compliance with listing and other legal requirements relating to
* Disclosure of any related party transaction.
* Disclosure of contingent liabilities.
* Scrutinise inter corporate loans and investments.
* To approve the appointment of CFO (i.e., the whole-time Finance
Director or any other person heading the finance function or
discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate.
* Hold timely discussions with external auditors.
0 Recommend the Board, the appointment, re-appointment, removal of the
external auditors, fixation of audit fee and also approval for payment
for any other services rendered by the external auditors
* Evaluate auditor''s performance, qualification and independence
* Review on a regular basis the adequacy of internal audit function
* Review the appointment, removal, performance and terms of
remuneration of the Chief internal Auditor
* Review the regular internal reports to management prepared by the
internal audit department, as well as management''s response thereto
* Review the findings of any internal investigation by the internal
auditors into the matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board
* Discuss with internal auditors any significant findings and
* Review internal audit reports relating to the internal control
* Recommend to the Board, the appointment, re-appointment, removal of
the cost auditors, fixation of the audit fee, nature and scope of cost
audit and also approve rendering of any other services by the cost
auditors and fees pertaining thereto
* Review and recommended the Cost Audit Report to the Board
* review the Company''s arrangements for its directors and employees to
raise concerns, in confidence, about possible wrongdoing in financial
reporting, accounting, auditing or other related matters
* Evaluate Risk Management System
* Discuss with the management, the Company''s policies with respect to
risk assessment and risk management, including appropriate guidelines
to govern the process, as well as the Company''s major financial risk
* Review the statement of significant related party transactions
submitted by the management, including the ''significant criteria /
thresholds decided by the management''
* Periodically verification of related party transactions
VIGIL MECHANISM/WHISTLE BLOWER POLICY :
The Company has established the vigil mechanism through Whistle Blower
Policy for all the stakeholders of the Company which also provides for
direct access to the Chairperson of the Audit Committee in appropriate
or exceptional cases as per the Policy.
The Whistle Blower Policy will be applicable to all the stakeholder of
the Company, which is an extension of the Code of Business Conduct
through which the Company seeks to provide a mechanism for the
Stakeholders to disclose their concerns and grievances on Unethical
Behavior and Improper/Illegal Practices and Wrongful Conduct taking
place in the
Company for appropriate action. The Company shall oversee the vigil
mechanism only through the Audit Committee. If any of the members of
the Audit Committee have a conflict of interest in a given case, they
should refuse themselves and the others in the Committee would deal
with the matter on hand.
The Policy provides necessary safeguards to all Whistle Blowers for
making Protected Disclosures in Good Faith and any Stakeholder
assisting the investigation. It also provides the detailed scope and
role of Whistle Blower and the manner in which concern can be raised.
Further, the Policy contains provisions relating to investigation of
the protected disclosures, protection to the whistle blower, decision
by CFO, CEO or Audit Committee and reporting & monitoring by the
The policy has been placed on the website of the company
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION
178 AND PERFORMANCE EVALUATION :
In view of the lower business operations and loss during the year
under review, none of the directors have been paid any remuneration
during the year under review. However, during the year the company has
appointed Key Managerial Personnel in compliance of the section 203 of
the Companies Act, 2013 and they are being remunerated in accordance
with their terms of appointment.
Considering the above facts, during the year under review the Company
has not formulated Remuneration Policy, Criteria for
determining/appointing directors and senior management, Evaluation
Criteria. However the Company shall formulate suitable remuneration
policy and such criteria in due course.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS :
During the year under Report, the Board of Directors has adopted the
Familiarization Programme for Independent Directors of the Company and
posted the same on the website of the Company viz. www.jarigold.com.
The Programme aims to provide insights into the Company to enable the
Independent Directors to understand and significantly contribute to
AUDITORS'' REPORT :
Notes on accounts are self-explanatory and do not require any further
explanations on the Auditors'' qualifications. STATUTORY AUDITORS :
M/s. Bipinchandra J. Modi & Co., Chartered Accountants, reappointed as
Statutory Auditors of the Company at the Annual General Meeting held
on 3rd July, 2014, to hold office from the conclusion of that Annual
General Meeting to the conclusion of next Annual General Meeting. But
due to other pre-occupation, they have resigned as Statutory Auditors
of the Company w.e.f. 6th May, 2015.
In place of them, M/s. DJNV & Co., Chartered Accountant having their
ICAI Firm Registration Number (FRN) 115145W, were appointed through
Postal Ballot, result of which was declared on 2nd July, 2015 to fill
the casual vacancy to hold the office till the conclusion of the
They have furnished a certificate regarding their eligibility for
re-appointment as Statutory Auditors of the Company, pursuant to
Section 139(1) of the Companies Act, 2013 read with applicable rules.
The Board of Directors recommends their re-appointment for one year
until the conclusion of next AGM.
SECRETARIAL AUDIT REPORT :
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Jigar K. Vyas,
Company Secretaries in Practice to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report is annexed herewith as
DIRECTORS'' RESPONSIBILITY STATEMENT :
In terms of section 134(3)(c) of the Companies Act, 2013 in relation
to the financial statements for the year 2014-15, the Board of
Directors state that
a) in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
b) the directors had 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 for the financial year ended on 31st March, 2015 and of
the loss 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 the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
d) the directors had prepared the annual accounts on a going concern
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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149 :
Mr. Manoj Jain and Ms. Rashmi Aahuja, Independent Directors of the
Company have given their declarations to the Board that they meet the
criteria of Independence as provided under the applicable provisions
of the Companies Act, 2013 and Listing Agreement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :
During the year under review, the Company has not entered in any
contract or arrangements with the related parties. However, the
particulars of contracts or arrangements entered by the Company with
related parties which are subsisting during the year under Report are
provided under Annexure C in Form AOC-2. The Company has framed
a ''Policy on Related Party Transactions'' for determining related
parties, determining the transactions on arm''s length basis and
procedures to be followed for obtaining various approvals, etc. The
policy is available on the website of the company www.jarigold.com.
INTERNAL FINANCIAL CONTROLS :
The Company has its internal financial control systems commensurate
with operations of the company. The management regularly monitors and
controls to address safeguarding of its assets, prevention and
detection of frauds and errors, controls to monitor accuracy and
completeness of the accounting records including timely preparation of
reliable financial information.
RISK MANAGEMENT POLICY :
The Company has framed the ''Risk Management Policy''. The policy is
available on the website of the company www.jarigold.com
PARTICULARS OF EMPLOYEES :
The Details as required under Section 197(12) of the Companies Act,
2013 and Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are more particularly described in
Annexure B to this Report.
EXTRACT OF ANNUAL RETURN :
The extract of the Annual Return in Form MGT 9 is provided in
Annexure D to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO :
Pursuant to the requirement under Section 134(3) of the Companies Act,
2013, read with Rule 8 of Companies (Accounts) Rules, 2014:
(a) The Company is engaged in the business of trading of textiles
products and hence the Company does not require to furnish any details
with respect to conservation of energy or technology absorption.
(b) The Company does not have any Foreign Exchange Earnings.
(c) The Company does not have any Foreign Exchange outgo.
Your Directors are grateful to various government authorities and
bankers for their continued guidance and support to the Company. The
Board would also like to express great appreciation for the
understanding and support extended by the employees and Shareholders
of the company.
For and on behalf of the Board
JARIGOLD TEXTILES LIMITED
Place : Ahmedabad Chairman & Managing Director
Date : 25th July, 2015 DIN 00385460