Vaksons Automobiles Ltd Directors Report.

DIRECTORS’ REPORT

To the Members,

Your Company’s Directors are pleased to present the 15th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2018.

Financial Performance

The Company’s financial performance for the year under review along with previous year’s figures are given hereunder:

(Rs. In lac)
Particulars 31st March, 2018 31st March, 2017 31st March, 2018 31st March 2017
(Standalone) (Standalone) (Consolidated) (Consolidated)
Revenue from operations 1,468.46 1,465.33 3,240.21 4,398.59
Other Income 7.70 6.88 11.80 14.77
Total Revenue 1,476.16 1,472.21 3,252.01 4,413.36
Total Expenditure 1,469.29 1,460.39 3,240.95 4,393.29
Profit before Tax 6.87 11.82 11.06 20.07
Tax Expense:
Current Tax 2.77 5.06 4.64 7.83
Deferred Tax 0.33 11.13 0.55 10.95
Profit after Tax/Profit available for appropriation 3.77 (4.37) 5.87 1.29
Less: Appropriations
i. Proposed Dividend - - - -
ii. Dividend Distribution tax - - - -
iii. Transfer to reserves & Surplus 3.77 (4.37) 5.87 1.29
Earning per equity share :
(1) Basic 0.06 (0.07) 0.09 0.02
(2) Diluted 0.06 (0.07) 0.09 0.02

Operations Overview

On Standalone front the Company has recorded total turnover of Rs. 1,468.46 lac as compared to Rs 1,465.33 lac recorded in the year 2016-17. During the year under review, Company has made profit of Rs. 3.37 Lac as against the loss of Rs. 4.37 lac made in the year 2016-17.

Vaksons Metaplast Private Limited (CIN: U37100DL2015PTC278744), a wholly owned subsidiary engaged in the business of trading of metal and plastic products recorded total turnover of Rs 1,771.75 lac in current fiscal year as compared to last year turnover of Rs. 2,933.26 lac and net distributable profit for the current year Rs. 2.11 lac as compared to last year profits of Rs. 5.31 lac. As these are the starting years of operations, the company is hopeful of better performance in years to come.

The consolidated financial statements of the Company have been prepared by including financial statements of its subsidiary Company Vaksons Metaplast Private Limited in accordance with Accounting Standards and the Listing Regulations with the Stock Exchange, wherever applicable.

The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Companys Subsidiary in Form AOC-1 is given in Annexure I.

Dividend

Inorder to conserve the resources, your Directors do not recommend any dividend for the year under review.

Transfer to Reserve

The Company has transferred Rs. 3.77 lac to Reserves for the financial year ended 31st March, 2018.

Share Capital

Authorized share capital of the Company is Rs. 7,50,00,000 comprising of 75,00,000 Equity shares of Rs. 10/- each and the paid up Capital of the Company is Rs. 6,57,53,000 comprising of 65,75,300 Equity shares of Rs. 10/- each.

During the year under review, the Company has not issued any form/type of securities.

Subsidiaries, Joint Ventures and Associate Companies

Apart from Vaksons Metaplast Private Limited, Company does not have any other subsidiaries, joint ventures or associate companies as on 31st March, 2018

Material changes and Commitments

There are no material changes and or commitments affecting the financial position of the Company, between the end of the financial year, i.e. 31st March, 2018 and the date of the report.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-II in the prescribed Form MGT- 9, which forms part of this report. The same is also available on the website of the Company at www.vaksonsautomobiles.in as part of this Annual Report.

Number of meetings of the Board

Nine meetings of the Board were held during the year on 22nd April, 2017, 30th May, 2017, 15th June, 2017, 10th July, 2017, 30th August, 2017, 14th November, 2017, 8th December, 2017, 19th December, 2017 and 12th March, 2018.

The provisions of Companies Act, 2013, Secretarial Standard 1 and Listing Regulations were adhered to while considering the time gap between two meetings.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• the Directors have 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 2017-18 and of the profit of the Company for that period;

• The Directors have 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;

• The Directors have prepared the annual accounts on a going concern basis;

• The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

• 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.

• Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements

Internal control systems and their adequacy:

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. R.S. Gahlyan & Associates, Chartered Accountants as Internal Auditors on 15th June, 2017 to conduct Internal Audit of records and documents of the Company for the financial year 2017-18. The Internal Auditors of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on arm’s length and were in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders’ approval under SEBI Listing Regulations, 2015. The Audit Committee has granted omnibus approval for Related Party Transactions stated in Annexure III as per the provisions and restrictions contained in the Companies Act, 2013.

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of ‘Nil’ and incurred the Foreign Exchange outgo of

‘Nil’.

Risk Management

The Company believes that it has risk management system to assess and monitor risks. The company has its management team which monitors and manages risks by monitoring trends that may have an effect on the economic environment and actively assesses on a routine basis the market value of the Companys loan book. The Company believes it has effective procedures for evaluating and managing the market, operational and other risks to which it is exposed.

Auditors

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, M/s DNJ & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 009150N), were appointed as the Auditors of the Company for a period of five years from the conclusion of the 12th Annual General Meeting till the conclusion of 17th Annual General Meeting. In terms of Section 139 of the Companies Act, 2013, the members need to ratify its appointment at the ensuing Annual General Meeting.

The observations made in the Auditors report read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 134 of the Companies Act, 2013.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. R.S. Gahlyan & Associates, Chartered Accountants as Internal Auditors on 15th June, 2017 to conduct Internal Audit of records and documents of the Company for the financial year 2017-18.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Amit Sehgal & Associates, Practicing Company Secretaries, as Secretarial Auditor on 15th June, 2017 to conduct Secretarial Audit of records and documents of the Company for the financial year 2017-18. The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations and Guidelines etc.

The Secretarial Audit Report is included as Annexure IV and forms an integral part of this report.

Corporate Governance

Since the securities of the Company are listed on SME platform of BSE Ltd, compliance with Regulations 17 to 27, Regulation 46(2)(b) to 46(2)(i) and para C, D and E of Schedule V, are not applicable to the Company.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Directors and Key Managerial Personnel (KMP)

During the year under review, Mrs. Deepti Bhadbhade Jain resigned from the directorship of the Company w.e.f. 10th July, 2017

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Atul Kumar Jain DIN: 00004339, retire from the Board by rotation, and being eligible, offers himself for re-appointment.

The Company has received declarations from Mr. Pankaj Bhai DIN: 01845747, Mr. Sumeet Alakh - DIN: 07042374, and Mr. Mahesh Pandey DIN: 02444591, Independent Directors confirming that they meet the criteria of independence as prescribed under the Act.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 (2) of the Companies Act, 2013.

Composition of Audit Committee

Audit Committee of your Company as constituted pursuant to Section 177 of the Companies Act, 2013 composes of the following members:

Name Designation
Mr. Pankaj Bhai Chairperson
Mr. Sumeet Alakh Member
Mr. Mahesh Pandey Member
Mr. Atul Kumar Jain Member

Vigil mechanism

The Company has adopted a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The provisions of this policy which is uploaded on the Company’s website are in line with the provisions of Section 177 (9) of the Act and the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/Listing Agreement.

Particulars of Employees and Remuneration

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

Remuneration of the Directors/Key Managerial Personnel (KMP)/Employees

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:

Requirement of Rule 5 (1) Particulars
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year. Mr. Atul Kumar Jain: 5.51
Mr. Satender Kumar Jain : 3.30
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. Considering fall in the business of the Company during the current financial year Remuneration of Directors, Key Managerial Personals has not been increased.
(iii) The percentage increase in the median remuneration of employees in the financial year. 6.31%
(iv) The number of permanent employees on the rolls of company as on March 31, 2017 The Company has 23 permanent employees as on March 31, 2018.
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year is 12.28% However the remuneration of Managerial Personnel has not been increased during the financial year under review.
(vi) The key parameters for any variable component of remuneration availed by the Directors. There is no variable component in remuneration of directors.
(vii) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year. None
(xi) Affirmation that the remuneration is as per the remuneration policy of the company. The Company affirms that the remuneration of Directors, Senior Management and Employees is as per the Remuneration Policy of the Company

Stock Exchange

The Company is currently listed on SME platform of BSE Limited under scrip code 539402 and under scrip id VAL. Your Company has paid Annual listing fee for the financial year 2017-18 to the abovementioned exchange.

Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is stated in Annexure V of this report

Corporate Social Responsibility Initiatives

The criteria prescribed for the applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not applicable to your Company.

Significant and Material orders passed by the regulators or Courts

No new significant and material orders have been passed by the regulators or courts during the financial year.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2017-18.

Acknowledgement

Your Directors wish to place on record their deep appreciation and gratitude for the valuable support received from the Government and regulatory Authorities, Company’s Bankers, Financial Institutions, Customers and shareholders/Investors for their continuous support during the year and look forward to similar support and co-operation in future.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees who are part of the

Vaksons’s family and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board of Directors

Vaksons Automobiles Limited

Sd/-

Atul Kumar Jain

(Chairman & Managing Director)

DIN: 00004339

Address: H. No. 62, Sector 15, Sonepat, 131001, Haryana

Date: 13th August, 2018

Place: New Delhi