Vaksons Automobiles Ltd Directors Report.
Your Directors have pleasure in submitting their 13th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.
1. FINANCIAL RESULTS (Standalone)
The Companys financial performance for the year under review along with previous years figures are given hereunder :
|Particulars||31st March, 2016||31st March, 2015|
|Revenue from operations||197,688,561||162,143,744|
|Profit before Tax||1,730,623||2,391,680|
|Profit after Tax/Profit available for appropriation||1,051,623||1,757,237|
|i. Proposed Dividend||NIL||Nil|
|ii. Dividend Distribution tax||NIL||Nil|
|iii. Transfer to reserves & Surplus||1,051,623||1,757,237|
|Earning per equity share :|
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
On Standalone front the Company has recorded total turnover of Rs. 197,688,561 which comprise of Rs. 92,041,666 from its Agency Business, Rs. 104,262,830 from its Trading Business and Rs. 1,384,065 from its Service Centre which is increased by Rs 35,544,817 from its last year turnover of Rs. 162,143,744 and net distributable profit of the Company has been Rs. 1,051,623 as against the last year profits of 1,757,237. The company is hopeful of better growth rate both in terms of turnover and in profits in years to come. Your Directors are continuously looking for avenues for future growth of the Company
Consolidated Turnover the Company for the year ended March 31, 2016 is Rs. 3681.44 Lacs and net profit after tax is Rs 14.58 Lacs.
3. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANY
During the year under review, The Company incorporated a wholly owned subsidiary namely Vaksons Metaplast Private Limited which is engaged in the business of trading of metal and plastic products the said subsidiary recorded total turnover of Rs. 170,455,119 and net distributable profit of Rs.407,857 as this was the first year of operations, the company is hopeful of better performance in coming years.
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.
With a view to augment resources for long term growth of the company to be met by the internal cash accruals, Your Directors have not recommended any dividend
5. SHARE CAPITAL
a. Issue of Shares under Initial Public Offer(IPO)
During the year under review, the Company came up with an Initial Public Offer of 24,00,000 equity shares of Rs. 10 each at issue price of Rs. 26 per share aggregating to Rs. 6,24,00,000 the said offer was open for subscription from September 28, 2015 to October 01, 2015, the same was subscribed to the extent of 1.08 times of the issue size and the final allotment in the said offer was made on October 10, 2015.
After the aforesaid allotment of equity shares, the equity shares of our company have been listed on SME Platform of Bombay Stock Exchange on October 1 6, 2015.
Post issuance of above mentioned shares, the issued and paid up equity share capital of the company as on date of this report stand as Rs. 6,57,53,000 (6,575,300 equity shares of face value of Rs. 10 each).
b. Buy Back Of Securities
The Company has not bought back any of its securities during the year under review.
c. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
d. Bonus Shares
No Bonus Shares were issued during the year under review.
e. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
6. DEMATERIALIZATION OF SHARES
During the period under review, the Company has entered into tripartite Agreement with both the depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat facility to the Shareholders, for the purpose, the Company has appointed M/s Cameo Corporate Services Limited as its Registrars and Share Transfer Agents.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Amount outstanding as on 31st March, 2016
|Particulars||Amount (In Rs.)|
Loans, Guarantees, given or Investment made during the financial year 2015-16
|Name of the Entity||Relation||Amount(In Rs.)||Particulars of Loans , Guarantee Given or investment made||Purpose for which the Loans, Guarantees and Investments are proposed to be utilised|
|Vaksons Metaplast Private Limited||Wholly owned subsidiary||8,630,000||Loan given||Business Purpose|
|Vaksons Metaplast Private Limited||Wholly owned subsidiary||75,000,000||Guarantee Given||Business purpose|
|Vaksons Metaplst Private Limited||Wholly Owned Subsidiary||18,369,990||Investment made||Business Purpose|
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Details of related party transaction which were not in ordinary course of business is mentioned in the Annexure-II and rest all the transactions with related party were in ordinary course of business and at arm length price.
16. 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.
17. 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.
18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 8 Board meetings during the financial year under review on: 01.04.2015, 07.04.2015, 06.05.2015, 06.08.2015, 17.09.2015, 10.10.2015, 05.02.2016, 18.02.2016
The intervening gap between the Meetings was within the period prescribed under section 1 73 of Companies Act, 2013.
19. 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.
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.
21. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS.
There was no change in the composition of Board of Director and Key Managerial Persons of the Company during the year review.
None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 1 64 (2) of the Companies Act, 2013.
Mrs. Deepti Bhadbhade (07047638) is liable to retire by rotation at the ensuing Annual General Meeting of the company, being eligible offer herself for reappointment.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors 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.
23. 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 to be held in the year 2020(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 for the Financial Year 201 6-17
24. 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 2015-16.
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"
25. 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
26. 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.
27. 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.
28. 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
29. LISTING WITH STOCK EXCHANGE
The SEBI on September 02, 2015, issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of Capital markets. And the said regulations were effective December 1, 2015. The company has accordingly entered into the new Listing Agreement with BSE Ltd. The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Companys Shares are listed.
30. 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.
31. 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.
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 Automobiles Private Limited")|
|Date: 30 May, 2016|
|Place: New Delhi|
|(Chairman & Managing Director)|
|Address:H. No. 62, Sector 15, Sonepat,|