Vaksons Automobiles Ltd Directors Report.

To

The Members,

Your Directors have pleasure in submitting their 14th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures are given hereunder :

Particulars 31st March, 2017 31st March, 2016 31st March, 2017 31st March 2016
(Standalone) (Standalone) (Consolidated) (Consolidated)
(Rs. in Lacs.) (Rs. In Lacs) ( Rs. In lacs)
Revenue from operations 1465.33 1976.89 4398.59 3681.44
Other Income 6.88 6.04 14.77 6.60
Total Revenue 1472.21 1982.93 4413.36 3688.04
Total Expenditure 1460.39 1965.63 4393.28 3664.
Profit before Tax 11.82 17.30 20.08 23.24
Tax Expense:
Current Tax 5.06 6.67 7.60 8.53
Deferred Tax 11.13 0.12 11.22 0.13
Profit after Tax/Profit available for appropriation (4.37) 10.51 1.26 14.58
Less: Appropriations
i. Proposed Nil Nil NIL NIL
Dividend
ii. Dividend NIL NIL NIL NIL
Distribution tax
iii. Transfer to reserves & Surplus (4.37) 10.51 1.26 14.58
Earning per equity share :
(1) Basic (0.07) 0.20 0.02 0.28
(2) Diluted (0.07) 0.20 0.02 0.28

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

On Standalone front the Company has recorded total turnover of Rs. 1465.33 Lacs which which is reduced by Rs 511.56 Lacs from its last year turnover of Rs. 1976.89 and net loss of the Company has been Rs. 4.37 Lacs as against the last year profits of 40.51 Lacs. The turnover of the Company has been decreased due to adverse economic environment and deferment of investment decisions by the customers due to scarcity of resources.

3. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANY

Vaksons Metaplast Private Limited, a wholly owned subsidiary engaged in the business of trading of metal and plastic products recorded total turnover of Rs 293,325,878 in current fiscal year as compared to last year turnover of Rs. 170,455,119 and net distributable profit for the current year 530,551 as compared to last year profits of Rs.407,857. As these are the starting years of operations, the company is hopeful of better performance in years to come.

The consolidated financial statement of the Company have been prepared by including financial statements of its subsidiaries Company "Vaksons Metaplast Private Limited" in accordance with Accounting Standard 21 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 Subsidiaries in Form AOC-1 is given in Annexure –I.

4. DIVIDEND

Considering the losses during the year under review, Your Directors have not recommended any dividend

5. SHARE CAPITAL

a. Buy Back Of Securities

The Company has not bought back any of its securities during the year under review. b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review. c. Bonus Shares

No Bonus Shares were issued during the year under review. d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate as on the date of this report.

8. PARTICULARS OF EMPLOYEES

There was no Employee in the Company drawing remuneration in excess of limit specified under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. However the Company endeavours to effectively utilize and conserve energy using improved technology in its infrastructure such as lighting and paper usage.

Further during the year under review, there were no foreign exchange earnings and outgo.

10. BUSINESS 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.

11. INTERNAL CONTROL SYSTEM:

Your Company has established a robust system of internal controls to ensure that assets are safeguarded and transactions are appropriately authorized, recorded and reported. The Companys internal control system comprises internal audit carried out by M/s R.S. Gahlyan & Associates, Chartered Accountants, and periodical review by management. The Audit Committee of the Board addresses significant issues raised by both, the Internal Auditors and the Statutory Auditors. The Company believes that the overall internal control system is dynamic and reflects the current requirements at all times, hence ensuring that appropriate procedures and controls, in operating and monitoring practices are in place.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable on our Company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, no new loan was given, Investment made, Guarantee provided under section 186 of Companies Act 2013.

Corporate Guarantee provided in relation to credit facilities sanctioned by Oriental Bank of Commerce in favour of wholly owned subsidiary of the Company "Vaksons Metaplast Private Limited" of Rs. 7.5 Cr was renewed during the year under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with the Related Parties as defined under the Companies Act, 2013 and regulation 23 of the SEBI (listing Obligation & Disclosure Requirements)

Regulations, 2015 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required.

Related party transactions have been disclosed under the Note 23 of notes forming part of the financial statements in accordance with Accounting Standard 18.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS.

There were no qualifications; reservations or adverse remarks made by the Auditors in their report and the observation of the auditors are self explanatory therefore, in the opinion of the Directors, do not call for any further comments or explanation.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure III and is attached to this Report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 10 Board meetings during the financial year under review on:

08.04.2016, 30.05.2016, 01.07.2016, 27.08.2016, 28.09.2016, 27.10.2016, 31.12.2016, 11.02.2017, 09.3.2017, 15.03.2017

The intervening gap between the Meetings was within the period prescribed under section 173 of Companies Act, 2013.

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

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

(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 at the end of the financial year and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; 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.

19. DEPOSITS

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the rules there under are not applicable.

20. CHANGE IN COMPOSITION OF BOARD OF DI01RECTORS AND KEY MANAGERIAL PERSONS.

During the year under review, Mr. Parveen Kumar Jain resigned from his office of Chief Financial Officer of the Company w.e.f July 01, 2016 and Mrs. Deepti Bhadbhade Jain resigned from the directorship of the Company w.e.f. July 08, 2017.

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

Mr. Satender Kumar Jain (002734794) is liable to retire by rotation at the ensuing Annual General Meeting of the company, being eligible offer himself or reappointment.

21. DECLARATION OF INDEPENDENT DIRECTORS

Mr. Pankaj Bhai, Mr. Mahesh Pandey, Mr. Sumeet Alakh are the independent Directors of the Company, they have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. STATUTORY AUDITORS

M/s. D N J & Co., Chartered Accountants (ICAI Firm Registration No. 009150N), who were appointed as Statutory Auditor of the Company to hold the office as such upto the conclusion of 17th Annual General Meeting of the Company (subject to ratification by the members of the Company at every Annual General Meeting to be held during this period).

It is proposed to ratify the appointment of M/s DNJ & Co. As Statutory Auditor of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of 15th Annual General Meeting of the Company.

23. SECRETARIAL AUDITOR & THEIR REPORT:

During the year under review, Your Company has appointed M/s Amit Sehgal & Associate as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the Financial Year 2016-17

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Secretarial Audit report of M/s Amit Sehgal & Associates is annexed to this report as "Annexure-IV"

24. VIGIL MECHANISM:

Your Company has established the Vigil Mechanism, which is a channel for receiving and redressing of employees complaints. This mechanism covers questionable financial or accounting matters and reporting fraudulent financial information to the shareholders, the government or any other legal authority. This meets the requirement under Section 177(9) and10 of the Companies Act, 2013.

The detailed policy in relation to this Vigil Mechanism is available in the Companys website www.vaksonsautomobiles.in

25. CODE OF CONDUCT FOR BOARD OF DIRECTORS & SENIOR MANAGEMENT

The Board of directors has approved a Code of Conduct which is applicable to the members of the Board and Senior Management. The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

26. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations with the stock exchange peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of the Committees of the Board was conducted. This evaluation was led by the Chairman of Nomination and Remuneration Committee with focus on the performance and effective functioning of the Board. The evaluation process also considered the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

27. REMUNERATION TO DIRECTOR AND EMPLOYEES

Details/Disclosures of ratio of remuneration to each Director to median employees remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies( Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- V

28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep appreciation and gratitude for the valuable support received from the Government and regulatory Authorities, Companys 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 Vaksonss 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
Vaksons Automobiles Limited
(Formerly known as "Vaksons
Date: 30.08.2017 Automobiles Private Limited")
Place: New Delhi Sd/-
Atul Jain
(Chairman & Managing Director)
DIN: 00004339
Address:H. No. 62, Sector 15,
Sonepat, 131001, Haryana