To the Members
Your Company's Directors are pleased to present the 18thAnnual Report of the Company along with Audited Accounts for the Financial Yearended 31st March 2021.
The Company's financial performance for the year under reviewalong with previous year's figures are given hereunder:
(Rs. In lac)
|Particulars ||31st March 2021 (Standalone) ||31st March 2020 (Standalone) ||31st March 2021 (Consolidated) ||31st March 2020 (Consolidated) |
|Revenue from operations ||459.12 ||285.13 ||578.11 ||1381.58 |
|Other Income ||0.42 ||0.25 ||34.26 ||73.02 |
|Total Revenue ||553.32 ||285.38 ||61.237 ||4144.60 |
|Total Expenditure ||888.77 ||924.57 ||672.04 ||2157.26 |
|Profit before Tax ||335.44 ||(639.19) ||(59.66) ||(702.65) |
|Tax || || || || |
|Expense: || || || || |
|Current Tax || || || || |
|Deferred Tax ||0.19 ||(.06) ||(.23) ||(.90) |
|Profit after Tax/Profit available for Appropriation ||(33.74) ||(639.25) ||(59.43) ||(701.75) |
|Less: Appropriations || || || || |
|i. Proposed Dividend ||- ||- ||- ||- |
|ii. Dividend Distribution tax ||- ||- ||- ||- |
|Transfer to reserves & Surplus ||(33.74) ||(639.25) ||(59.43) ||(701.75) |
|Earning per equity share : || || || || |
|(1) Basic ||(0.51) ||(0.97) ||(.09) ||(1.07) |
|(2) Diluted ||(0.51) ||(0.97) ||(09) ||(1.07) |
On Standalone front the Company has recorded total turnover of Rs.459.12 lac as compared to Rs 285.13 lac recorded in the year 2020-21. During the yearunder review Company has made loss of Rs. 33.74 Lac as against the loss of Rs. 639.25 lacmade in the year 2019-20. The company is hopeful of better performance in years to come.
Vaksons Metaplast Private Limited (CIN: U37100DL2015PTC278744) awholly owned subsidiary engaged in the business of trading of metal and plastic productsrecorded total turnover of Rs 578.11lac in current fiscal year as compared to last yearturnover of Rs. 1381.58 lac and net loss for the current year Rs. 59.43 lac as compared tolast year loss of Rs. 701.75 lac. The company is hopeful of better performance in years tocome.
The consolidated financial statements of the Company have been preparedby including financial statements of its subsidiary Company Vaksons Metaplast PrivateLimited in accordance with Accounting Standards and the Listing Regulations with the StockExchange wherever applicable.
The statement pursuant to the provisions to Section 129(3) of theCompanies Act 2013 containing salient features of the financial statement of theCompany's Subsidiary in Form AOC-1 is given in Annexure I.
In view of losses your Directors do not recommend any dividend for theyear under review.
Transfer to Reserve
The Company has transferred consolidated loss of Rs. 59.43 lac toReserves for the financial year ended 31st March 2021.
State of affairs of the company:
Information on the operations and financial performance among othersfor the period under review is given in the Management Discussion and Analysis Reportwhich is annexed to this Report and is in accordance with the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015
Authorized share capital of the Company is Rs. 110000000 comprisingof 11000000 Equity shares of Rs. 10/- each and the paid up Capital of the Company isRs. 105204800 comprising of 10520480 Equity shares of Rs. 10/- each.
During the year under review the Company has issued 3945980 equityshares as bonus shares.
Subsidiaries Joint Ventures and Associate Companies
Apart from Vaksons Metaplast Private Limited Company does not have anyother subsidiaries joint ventures or associate companies as on 31st March2021
Material changes and Commitments
There are no material changes and or commitments affecting thefinancial position of the Company between the end of the financial year i.e. 31stMarch 2021 and the date of the report.
Extract of Annual Return
The same is also available on the website of the Company atwww.vaksonsautomobiles.in .
Number of meetings of the Board
Seven meetings of the Board were held during the year on 08/06/202031/07/2020 05/09/2020 07/09/2020 21/10/2020 14/11/2020 and 10/02/2021
The provisions of Companies Act 2013 Secretarial Standard 1 andListing 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 ofDirectors to the best of their knowledge and ability confirm that:
In the preparation of annual financial statements theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year 2020- 21 and of the profit of the Company for that period;
The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
The Directors have prepared the annual accounts on a goingconcern basis;
The Directors had laid down proper internal financial controlsand such internal financial controls are adequate and were operating effectively;
The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Based on the framework of internal financial controls andcompliance systems established and maintained by the Company work performed by theinternal statutory and secretarial auditors and external consultants and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls wereadequate and effective during the financial year 2020-21.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have beendisclosed in the financial statements
Internal control systems and their adequacy:
Pursuant to provisions of Section 138 read with rules made there underthe Board has appointed M/s Ajay Taneja & Co. Chartered Accountants as an InternalAuditors of the Company to check the internal controls and functioning of the activitiesand recommend ways of improvement. The Internal Audit is carried out quarterly basis; thereport is placed in the Audit Committee Meeting and the Board Meeting for theirconsideration and direction.
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.
Related Party Transactions
All Related Party Transactions that were entered into during thefinancial year were on arm's length and were in the ordinary course of business andwere in compliance with the applicable provisions of the Act and SEBI Listing Regulations2015. There were no materially significant Related Party Transactions made by the Companyduring the year that would have required shareholders' approval under SEBI ListingRegulations 2015. The Audit Committee has granted omnibus approval for Related PartyTransactions stated in Annexure III as per the provisions and restrictionscontained in the Companies Act 2013.
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct. The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In a separate meeting of independent Directorsperformance of non-independent directors performance of the Board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the Board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.
Energy Conservation Measures Technology Absorption and R & DEfforts and Foreign Exchange Earnings and Outgo
In view of the nature of activities carried on by the Company therequirements for disclosure in respect of Conservation of Energy Technology Absorptionin terms of the Companies (Accounts) Rules 2014 are not applicable to the Company.However the Company takes all possible efforts towards energy conservation. Therequirement for disclosure with regard to technology absorption does not apply to theCompany as the activities in which the Company operates does not require any technology.
During the period under review the Company has earned Foreign Exchangeof Nil' and incurred the Foreign Exchange outgo of Nil'.
The Company believes that it has risk management system to assess andmonitor risks. The company has its management team which monitors and manages risks bymonitoring trends that may have an effect on the economic environment and activelyassesses on a routine basis the market value of the Company's loan book. The Companybelieves it has effective procedures for evaluating and managing the market operationaland other risks to which it is exposed.
Auditors Statutory Auditor
Pursuant to Section 139 of the Companies Act 2013 M/S DNJ & COChartered Accountants were resigned during the year and M/s D G M S & Co CharteredAccountants (ICAI Firm Registration No. 0112187W) were appointed as the Auditorsof the Company for financial year 2020-21 and offered themselves for reappointment fornext five years as their tenure is ended in ensuing AGM.
The observations made in the Auditors report read together with therelevant notes thereon are self-explanatory and hence do not call for any comments underSection 134 of the Companies Act 2013.
Pursuant to Section 138 of the Companies Act 2013 and rules made thereunder the Company has appointed M/s. Ajay Taneja & Associates Chartered Accountantsas Internal Auditors on 8th June 2020 to conduct Internal Audit of records and documentsof the Company for the financial year 2020-21.
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Company has appointed M/s. Vishal Gambhir &Associates Practicing Company Secretaries as Secretarial Auditor on 29th June 2021 toconduct Secretarial Audit of records and documents of the Company for the financial year2020-21. The Secretarial Audit Report confirms that the Company has generally compliedwith the provisions of the Act Rules Regulations and Guidelines etc.
The Secretarial Audit Report is included as Annexure IV andforms an integral part of this report.
Since the securities of the Company are listed on SME platform of BSELtd compliance with Regulations 17 to 27 Regulation 46(2)(b) to 46(2)(i) and para C Dand 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 noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
Directors and Key Managerial Personnel (KMP)
There were some changes in Board of Directors as Ms. Vandana Jain wasappointed as additional women director and Ms. Darshana Rajan Gotad as additional womenindependent director during the year review.
None of the Directors of the Company are disqualified from beingappointed 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 177of 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 |
The Company has adopted a Vigil Mechanism Policy to provide a mechanismfor the Directors and employees to report genuine concerns about any unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct. Theprovisions of this policy which is uploaded on the Company's website are in line withthe provisions of Section 177 (9) of the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015/Listing Agreement.
Particulars of Employees and Remuneration
There is no employee in the Company drawing monthly remuneration of Rs.500000/- per month or Rs. 6000000/- per annum. Hence the Company is not required todisclose 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 ofManagerial Personnel) Rules 2014
|Name ||Designation/ Nature of Duties ||Remuneration For FY 2020-21 (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 80.74% . |
The ratio of the remuneration of the highest paid director tothat of the employees who are not directors and KMPs but receive remuneration in excess ofthe highest paid director during the year- Not applicable
It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors Key Managerial Personnel and other employees.
The Company is currently listed on SME platform of BSE Limited underscrip code 539402 and under scrip id VAL. Your Company has paid Annual listing fee for thefinancial year 2020-21 to the abovementioned exchange.
Remuneration Policy for the Directors Key Managerial Personnel andother employees
In terms of the provisions of Section 178(3) of the Act the Nominationand Remuneration Committee (NRC) is responsible for formulating the criteria fordetermining qualification positive attributes and independence of a Director. The NRC isalso responsible for recommending to the Board a policy relating to the remuneration ofthe Directors Key Managerial Personnel and other employees. The Board has on therecommendation of the NRC framed a policy for selection and appointment of DirectorsSenior Management and their remuneration. The said policy is stated in Annexure V ofthis report
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate SocialResponsibility 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 theregulators 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 harassmentin accordance with the requirements of the Sexual Harassment of women at workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee hasbeen set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The Companydid not receive any complain during the year 2020-21.
Your Directors wish to place on record their deep appreciation andgratitude for the valuable support received from the Government and regulatoryAuthorities Company's Bankers Financial Institutions Customers andshareholders/Investors for their continuous support during the year and look forward tosimilar support and co-operation in future.
The Board also acknowledges and appreciates the exemplary efforts andhard work put in by all employees who are part of the Vaksons's family and lookforward to their continued support and participation in sustaining the growth of theCompany in the coming years.
|For and on behalf of the Board of |
|Directors Vaksons Automobiles Limited |
|Atul Kumar Jain |
|(Chairman & Managing |
|Director) DIN: 00004339 |
|Address: D-1004 White Lily Sector 8 |
|Kamaspur Gt Road Sonipat- 131001 |
|Date: 7th September 2021 |
|Place: New Delhi |