Vaksons Automobiles Ltd Directors Report.

To the Members,

Your Companys Directors are pleased to present the 17th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March, 2020.

Financial Performance

The Companys financial performance for the year under review along with previous years figures are given hereunder: (Rs. In lac)

Particulars 31st March, 2020 (Standalone) 31st March, 2019 (Standalone) 31st March, 2020 (Consolidated) 31st March 2019 (Consolidated)
Revenue from operations 285.13 1664.10 1381.58 4011.91
Other Income 0.25 17.66 73.02 99.55
Total Revenue 285.38 1681.76 4144.60 4111.46
Total Expenditure 924.57 1711.00 2157.26 4148.72
Profit before Tax (639.19) (29.24) (702.65) (37.26)
Tax
Expense: - - - -
Current Tax (.06) (.50) .90 1.62
Deferred Tax
Profit after Tax/Profit available for Appropriation (639.25) (29.74) (701.75) (35.64)
Less: Appropriations
i. Proposed Dividend - - - -
ii. Dividend Distribution tax - - - -
Transfer to reserves & Surplus (639.25) (29.74) (701.75) (35.64)
Earning per equity share :
(1) Basic (0.97) (0.05) (1.07) (0.05)
(2) Diluted (0.97) (0.05) (1.07) (0.05)

Operations Overview

On Standalone front the Company has recorded total turnover of Rs. 285.13 lac as compared to Rs 1,664.10 lac recorded in the year 2018-19. During the year under review, Company has made loss of Rs. 639.25 Lac as against the profit of Rs. 29.74 lac made in the year 2018-19. The company is hopeful of better performance in years to come.

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 1096.44 lac in current fiscal year as compared to last year turnover of Rs. 2347.80 lac and net loss for the current year Rs. 62.50 lac as compared to last year loss of Rs. 5.90 lac. 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

In view of losses, your Directors do not recommend any dividend for the year under review.

Transfer to Reserve

The Company has transferred loss of Rs. 639.25 lac to Reserves for the financial year ended 31st March, 2020.

State of affairs of the company:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

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, 2020

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, 2020 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

Seven meetings of the Board were held during the year on 30/05/2019, 26/07/2019, 24/09/2020, 25/10/2018, 14/11/2019, 25/02/2020 and 17/03/2020,

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 2019-20 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 Companys internal financial controls were adequate and effective during the financial year 2019-20.

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 provisions of Section 138 read with rules made there under, the Board has appointed M/s Ajay Taneja & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on arms 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, (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 and offer himself for reappointment for next five years as their tenure is ended in ensuing AGM.

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. Ajay Taneja & Associates, Chartered Accountants as Internal Auditors on 30th May, 2019 to conduct Internal Audit of records and documents of the Company for the financial year 2019-20.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Vishal Gambhir & Associates, Practicing Company Secretaries, as Secretarial Auditor on 31st July , 2020 to conduct Secretarial Audit of records and documents of the Company for the financial year 2019-20. 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)

There is no change in Board of Directors under review.

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. Sumeet Alakh Member/Chairman
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 Companys Code of Conduct. The provisions of this policy which is uploaded on the Companys 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

Disclosure pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr N o. Name Designation/ Nature of Duties Remuneration For FY 2019-20 (Rs. in Lacs) Qualification Ratio of Remuneration of each Director/KMP to median remuneration of employees Comparison of remuneration of the KMP against the performance of the company
1 Satinder Jain Whole Time Director 0.50 Diploma in Pharmacy Nil The revenue of the Company decreased by 83.17% .

Notes;

• The ratio of the remuneration of the highest paid director to that of the employees who are not directors and KMPs but receive remuneration in excess of the highest paid director during the year- Not applicable

• It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees. 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 2019-20 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 2019-20.

Acknowledgement

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 of Directors Vaksons Automobiles Limited

Sd/-

Atul Kumar Jain (Chairman & Managing Director) DIN: 00004339 Address: D-1004, White Lily Sector 8 Kamaspur , Gt Road, Sonipat- 131001 Date: 7th September , 2020 Place: New Delhi

Management Discussion and Analysis Business Overview

Our company is an authorised dealer of Light Commercial Vehicles (LCV), Multi-Utility Vehicles (MUV), Small Commercial Vehicles (SCV Vehicles) and spare parts for Force Motors Ltd. We currently operate three different showrooms of Force Motors Ltd., namely at Sonepat, Panipat and Gohana within the state of Haryana. We also operate an in-house service centre / workshop at Sonepat for the servicing and other after-sales needs of our clients. We have over a decade of experience in distributing all types of vehicles on behalf of Force Motors Ltd. including but not limited to Commercial Transporters ("Traveller"), MUV Vehicles ("Trax Cruiser", "Trax School Van", Trax Kargo- King"), Small Commercial Vehicles ("Trump-40" and Trump-15). Apart from the vehicle dealership business, we have also been involved in trading of vehicle spare parts and utilities of branded as well as generic products forming part of the auto value chain. We have further incorporated a subsidiary company in the name and style of Vaksons Metaplast Private Limited (CIN: U37100DL2015PTC278744) in order to undertake trading in auto parts, HDPE and LDPE polymer, aluminium scrap, and other metal and plastic items on a larger scale with good trading margins. We believe that our experience of selling and servicing vehicles would hold us in good stead with this diversification venture undertaken by the company and also provide for increased financial size.

We have over the years developed a philosophy for quality and have also obtained ISO Certification for our Quality Management Systems (ISO 9001:2008). We have also been awarded a "Certificate of Appreciation" in February 2015, by Force Motors Ltd. for "Best Dominance in the MUV Market Category".

Competition

We face competition from various local and nationwide dealers of commercial vehicles. Competition emerges from small as well as big players. The organized players in the industry compete with each other by providing high quality, consistent and time bound products and value added services. There are a number of competitors offering products similar to ours. We believe the principal elements of competition in our line of business are easy finance options, consistent & quality products prompt availability a nd strong relations with suppliers and vehicle manufacturers. We compete against our competitors by establishing ourselves as a trustworthy agency for our products in the State of Haryana which enables us to provide our clients with products and services at appropriate rates to meet their requirements.

Factors Affecting Our Result Of Operation

The following important factors could cause actual results to differ materially from the expectations include, among others: Revenue Generation We earn majority of our revenue from sale of Vehicles which includes Light Commercial Vehicles (LCV), Multi- Utility Vehicles (MUV), Small Commercial Vehicles (SCV Vehicles) and spare parts. Regular income is the only source to create a healthy working of our Company. Our revenues are fixed to the extent of the price of each vehicle as determined respective manufacturers of vehicles and the same is affected by the cash discounts, seasonal offer discounts, etc. required to be given to customers from time to time. We rely on the marketing done by the vehicle manufacturer and suppliers and we market the products locally through pamphlets, mailers, etc. and also offer various EMI schemes.

y Our Financial Expenses

For the fiscal year 2019-20 our finance cost is reduced to Rs. 146,189 as compared to Rs. 4,455,815/- recorded last year. Our financial growth depends on how well we manage and service our debts.

Our ability to successfully implement its strategy and its growth and expansion plans

Our growth plans are considerable and would put significant demands on our management team and other resources. Any delay in implementation of our strategy and growth and expansion plans could impact our Companys roll out schedules and cause cost and time over runs.

y Increasing competition in the industry

Our Company faces competition in the form of other manufacturers of LCVs, MUVs and SCVs and also other dealers of our suppliers, which may force us to reduce the prices, offer various discounts, etc. which may have an effect on our margins.

> General economic and business conditions

As a Company with its complete operations in India, we are affected by general economic conditions in the country and in particular economic factors that affect textile industry in India. Indias gross domestic product, or GDP, has been and will continue to be of importance in determining our operating results and future growth. y Internal control systems and their adequacy

Our governance and compliance processes, which include the review of internal control over financial reporting ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized, recorded and reported. It also conducts regular internal audits to test compliance with the statutory requirements. Audits are led by professional audit managers and supported by experienced personnel drawn from across the organization. Audit results are used by management to create detailed action plans where the businesses have not yet achieved full compliance with the requirements. Key findings are reported to senior management and summary reports are considered by the Audit Committee of the Board. The nature of the industries in which the company operates means that many of its activities arehighly regulated by health, safety and environmental norms while maintaining operational integrity.

Discussion on financial performance with respect to operational performance

The Company recorded total revenue of Rs. 28,513,477/- during the year under review as against Rs. 16,64,10,354/- in the previous year. There was marginal increase in the revenue as compared to previous year. Management is making efforts to explore various business opportunities to flourish its growth.

Material developments in human resources / industrial relations front, including number of people employed

The Company firmly believes that motivated and empowered employees are the cornerstone of competitive advantage. The Companys employee value proposition is based on a strong focus on employee development, providing a satisfying work environment, performance appraisal and counseling and appropriate empowerment.

The Company continues to maintain and enjoy a cordial relationship with its employees, providing positive environment to improve efficiency with regular investments in upgrading the knowledge and skills of the employees

Growth Strategies Initiatives

y Reduction of operational costs and achieving efficiency

As a part of our growth strategies we have to look for areas to reduce costs and achieve efficiencies in order to remain a cost competitive company. Our focus has been to reduce the operational costs to gain competitive edge. y To build-up a professional organization

We believe in transparency, commitment and coordination in our work, with our suppliers, customers, government authorities, banks, financial institutions etc. We have a blend of the experience and the sufficient staff for taking care of our day to day operations. We also consult with external agencies on a case to case basis on technical and financial aspects of our business.

We wish to make it more sound and strong in times to come.

> Focus on cordial relationship with our Suppliers, Customer and employees

We believe that developing and maintaining long term sustainable relationships with our suppliers, customers and employees will help us in achieving the organizational goals, increasing sales and entering into new markets.

Cautionary Statement

The statements in the "Management Discussion and Analysis Report" section describes the Companys objectives, projections, estimates, expectations and predictions, which may be "forward looking statements" within the meaning of the applicable laws and regulations. The annual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.

CERTIFICATION BY CFO UNDER REGULATION 17(8) OF THE LISTING REGULATION

To

The Board of Directors,

Vaksons Automobiles Ltd.

(a) We have reviewed the financial statements and the cash flow statement of Vaksons Automobiles Ltd. for the year ended March 31, 2020 and to the best of our knowledge and belief:

o these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

o these statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

1 Significant changes in internal control over financial reporting during the year;

2. Significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and

3. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For Vaksons Automobiles Limited

Pankaj Jain
(Chief Financial Officer)
Place: Delhi
Date: July 31st , 2020