To,
The Members,
Your directors take pleasure in presenting their Twentieth Annual Report on the
Business and Operations of the Company and the Accounts for the Financial Year ended 31st
March, 2023 (period under review).
1. FINANCIALPERFORMANCE OF THE COMPANY:
The summary of consolidated and standalone financial highlights for the financial year
ended March 31, 2023 and previous financial year ended March 31, 2022 is given below:
Consolidated and Standalone Financial summary:
Rs. In Lakhs
|
Standalone Financial Results |
Consolidated Financial Results |
Particulars |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from operations |
8.97 |
30.87 |
8.97 |
97.78 |
Other income |
9.53 |
- |
9.71 |
12.80 |
Total Income |
18.51 |
30.87 |
18.68 |
110.58 |
Profit Before Interest, Depreciation & Tax |
18.51 |
30.87 |
18.68 |
110.58 |
Interest |
- |
- |
- |
- |
Depreciation |
4.82 |
6.34 |
7.83 |
10.70 |
Profit before Tax |
0.56 |
5.04 |
(8.69) |
1.58 |
Current Tax |
- |
0.78 |
- |
0.78 |
Deferred Tax |
0.41 |
0.26 |
0.13 |
0.16 |
Total Tax Expenses |
0.41 |
1.04 |
0.13 |
0.95 |
Net Profit for the period after tax |
0.15 |
3.99 |
(8.82) |
0.63 |
Earnings per share |
- |
- |
- |
- |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The turnover for the year was Rs. 8.97 Lakhs on consolidated basis and Rs. 8.97 Lakhs
on standalone basis as compared to Rs. 97.78 Lakhs and Rs. 30.87 Lakhs respectively in the
previous year. The Earnings before Interest, Depreciation and Tax was Rs. 18.68 Lakhs on
consolidated basis as compared to Rs. 110.58 Lakhs in previous year and on standalone
basis was Rs. 18.51 Lakhs as compared to Rs. 30.87 Lakhs in previous year.
A detailed discussion on review of operations of the Company has been included in
Management Discussion and Analysis which forms part of this Report.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013
The Board has decided not to transfer any amount to the Reserves for the year under
review.
4. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow
Statement forms part of Annual Report.
5. DIVIDEND:
The dividend policy for the year under review has been formulated taking into
consideration of growth of the company and to conserve resources, the Directors do not
recommend any dividend for year ended March 31, 2023.
6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND
The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013
requires dividends that are not encashed/ claimed by the shareholders for a period of
seven consecutive years, to be transferred to the Investor Education and Protection Fund
(IEPF). In FY 2022-2023, there was no amount due for transfer to IEPF.
7. SHARE CAPITAL
The authorized share capital of the company is Rs. 11,00,00,000 comprising of
1,10,00,000 Equity shares of Rs. 10/- each.
The paid-up share capital of the Company is Rs 10,52,04,800 comprising of 1,05,20,480
Equity shares of Rs. 10/- each.
Company has appointed M/s Cameo Corporate Services Ltd, as the Registrar and Transfer
Agent of the Company.
8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report
as Annexure I.
9. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been changes in nature of business of the Company due to change in main
object during the FY under review as mentioned below:
1. To carry on the business of importers, exporters, manufacturers, purchasing,
processing, buyers, sellers, dealers, distributors, wholesalers, retailers, commission
agents, traders, assemblers, designers, cutters, polishers, and labour job in all kind of
metals, gold, silver including gold and silver jewellery, ornaments, utensils, cut and
uncut diamonds, including industrials grades, precious stones, semi-precious stone, pearls
and diamonds studded jewellery ornaments, pearl and diamonds jewellery, trading of metal
and casting etc. and other valuable articles.
10. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
11. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in
Annexed to this Report as "Annexure I".
12. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the FY and the date of this
Report.
13. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 92(3) and Section 134 (3) (a) of the Companies
Act, 2013 a copy of the Annual Return of the Company for the year ended March 31, 2023
will be placed on the website of the Company at https://vaksonsautomobiles.com/.
14. CHANGE IN SHARE CAPITAL:
There was no change in Share Capital for year ended March 31, 2023.
15. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted to the Board go
through a structured orientation programme. Presentations are made by Senior Management
giving an overview of the operations, to familiarize the new Directors with the Company's
business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters
reserved for the Board, and the major risks and risk management strategy of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
I. Change in Directors
During the period under review, there were changes in Directors and KMP.
Appointment of Ms. Radhika Kharote as Additional Non-Executive - Independent Director
on November 09th, 2022 and as Non-Executive - Independent Director on June 08th,
2023.
Resignation of Mr. Darshana Gotad as Non-Executive - Independent Director on November
09th, 2022.
Appointment of Mr. Vinit Picha and Mr. Subhashchandra Damodar Malwadkar as Additional
Non-Executive - Independent Director on March 10th, 2023 and as Non-Executive -
Independent Director on June 08th, 2023.
Appointment of Mr. Ashok Kumar as Non-Executive Independent Director on June 30th,
2022.
Resignation of Mr. Ashok Kumar and Mr. Sumeet Alakh as Non-Executive Independent
Director on March 10th, 2023. Resignation of Mr. Atul Kumar Jain, as Executive
Director and CFO on May 05th, 2023. Resignation of Mrs. Vandana Jain and Mr.
Satender Kumar Jain as Executive Director on May 05th, 2023. Appointment of Mr.
Abhijeet Sonawane as Executive Director and CFO w.e.f. May 05th, 2023.
Appointment of Mrs. Sneha Vispute as Executive Director and Managing Director w.e.f. May
05th, 2023.
II. Committees of Board of Directors
There have been changes in Committees of Board of Directors during period under review.
The details of which are given in the Corporate Governance Report, which forms part of
this report.
III. Independent Directors
Independent Directors have provided their confirmation, that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
An independent director shall hold office for a term up to five consecutive years on
the Board of a Company, but shall be eligible for reappointment for next five years on
passing of a special resolution by the Company.
IV. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, the directors of the Company are not eligible for
retirement by rotation this year due to changes in management
17. DETAILS OF APPOINTMENT/ RESIGNATION OF KEY MANAGERIAL PERSONNEL (KMP):
During the year under Review, Mr. Atul Kumar Jain (DIN 00004339), Chief
Financial Officer of the Company has resigned w.e.f. May 05th, 2023, and Mr.
Abhijeet Sonawane (DIN 09694063) has been appointed as CFO of the Company w.e.f. May
05th, 2023.
18. BOARD MEETINGS:
During the year, Seven Board Meetings were convened and duly held. The details of which
are given in the Corporate Governance Report, which forms part of this report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
19. AUDIT COMMITTEE:
The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted by our
Directors by a Board Resolution which was re-constituted on May 05, 2023. The Audit
Committee comprises of Mr. Vinit Picha, (Chairman), Mrs. Sneha Vispute (Member) and Mr.
Subhashchandra Damodar Malwadkar (Member). Powers and role of the Audit Committee are
included in the Corporate Governance Report. All the recommendation made by the Audit
Committee was accepted by the Board of Directors. During the Year Five Meeting of Audit
committee were convened and duly held.
20. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the
Board, its Committees, Executive Directors, and Independent Directors. Based on the same,
the performance was evaluated for the financial year ended March 31, 2023. As part of the
evaluation process, the performance of Non- Independent Directors, the Chairman and the
Board was conducted by the Independent Directors. The performance evaluation of the
respective Committees and that of Independent and Non- Independent Directors was done by
the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen,
strategic thinking, time commitment, and relationship with the stakeholders, corporate
governance practices, contribution of the committees to the Board in discharging its
functions etc.
The Board carried out formal annual evaluation of its own performance and that of its
Committees viz., the Audit Committee, Stakeholders' Relationship Committee, Nomination and
Remuneration Committee (NRC). The Board also carried out the performance evaluation of all
the individual directors including the Chairman of the Company. Additionally, NRC also
carried out the evaluation of the performance of all the individual directors and Chairman
of the Company. The performance evaluation was carried out by way of obtaining feedback
from the Directors through a structured questionnaire prepared in accordance with the
policy adopted by the Board and after taking into consideration the Guidance Note on Board
Evaluation issued by Securities and Exchange Board of India.
The feedback received from the Directors through the above questionnaire was reviewed
by the Chairman of the Board and the Chairman of the NRC and then discussed the same at
the meetings of the Board and NRC respectively. The performance evaluation of the
Chairman, Whole Time Director and the Board as a whole was carried out by the Independent
Directors at their separate meeting.
21. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions of Section 135
of the Act and rules framed there under. Therefore, the provisions of Corporate Social
Responsibility are not applicable to the Company.
22. AUDITORS:
i. Statutory Auditors:
Subject to the amendment stated in The Companies Amendment Act, 2017 read with
Notification S.O. 1833(E) dated 7th May 2018 deleting the provision of annual
ratification of the appointment of auditor, the requirement to place the matter relating
to appointment of Auditors for ratification by members at every Annual General Meeting is
done away with and no resolution has been proposed for the same.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has M/s.
JNG & Co. (Practicing Company Secretary) (FCS 7569) (CP No. 8108), Peer reviewed firm
to undertake the Secretarial Audit of the Company for the F.Y. 2022-2023. The Secretarial
Audit Report for F.Y. 2022-2023 is annexed herewith as "Annexure II".
iii. Cost Auditor:
Section 148 of the Companies Act, 2013 is not applicable to the Company.
iv. Internal Auditor:
The Board of Directors, based on the recommendation of the Audit Committee and pursuant
to the provisions of section 138 of the Act read with the Companies (Accounts) Rules,
2014, has appointed M/s. B B Gusani and Associates., Chartered Accountants (FRN No.
140785W) as the Internal Auditors of your Company for the financial year 2022-2023. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board from me to me.
23. AUDITOR'S REPORT:
The Auditor's Report does not contain any qualifications, reservations or adverse
remarks.
Secretarial Auditor observed that Company Company has not filed E-form DIR-12 on
Ministry of Corporate Affairs portal for the appointment of Mr. Vinit Picha (DIN:
07108292) and Mr. Subhashchandra Damodar Malwadkar (DIN:10050218) and the Company is in
the process of filing the same on immediate basis in order to comply with the provisions
of the Companies Act, 2013.
Report of the Secretarial Auditor is given as an "Annexure II" which forms
part of this report.
24. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
As on March 31, 2023, your Company has subsidiary Company naming Vaksons Metaplast
Private Limited (CIN: U37100DL2015PTC278744). There are no other associate companies or
joint venture companies within the meaning of Section 2(6) of the Act. There are no
changes in subsidiaries, during the period under review.
The Annual Accounts of the above referred subsidiary shall be made available to the
shareholders of the Company and of the subsidiary company on request and will also be kept
open for inspection at the Registered Office of the Company and of the subsidiary
companies during the office hours on all working days and during the Annual General
Meeting.
Company's consolidated financial statements included in this Annual Report incorporates
the accounts of its subsidiaries prepared as per Indian Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Company's subsidiaries in Form AOC-1 is
attached to the financial statements of the Company as "Annexure III".
25. VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
https://vaksonsautomobiles.com/investor-relations.php.
26. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made there under, the Board has
appointed M/s. B B Gusani And Associates., Chartered Accountants (Firm Registration
Number: 140785W), 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.
27. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.
28. LISTING WITH STOCK EXCHANGES:
Vaksons Automobiles Limited continues to be listed on BSE Limited under script code
539402. It has paid the Annual Listing Fees for the year 2022-23 to BSE Limited.
29. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1
& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
30. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted policies
which are available on its website https://vaksonsautomobiles.com/investor-relations.php
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 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'.
32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the financial statements.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the
Company had not entered into any contract / arrangement /transaction with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. All related party transactions are placed
before the Audit Committee and Board for review and approval, if required. The details of
the related party transactions as required under Indian Accounting Standard (Ind AS) 110
are set out in Note to the financial statements forming part of this Annual Report.
34. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the
year under review.
35. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised
"Code of Conduct for Prevention of Insider Trading" ("the Insider Trading
Code"). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed
to be listed securities of the Company. During the year, the Company has also adopted the
Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the
Company's website https://vaksonsautomobiles.com/
36. RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Act during the
FY were in the ordinary course of business and on an arm's length pricing basis and do not
attract the provisions of Section 188 of the Act. There were no materially significant
transactions with the related parties during the FY which were in conflict with the
interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable
disclosure as required by the Accounting Standard (AS 18) has been made in the notes to
the Financial Statements.
37. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
38. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013and an Internal Complaints Committee has been set up to redress
complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging
& redress the complaints. All employees (permanent, contractual, temporary, trainees,
etc.) are covered under this policy. Policy is available on website of company at
https://vaksonsautomobiles.com/investor-relations.php.
Your Directors further state that pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read
with Rules there under, the Company has not received any complaint of sexual harassment
during the year under review.
40. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in People' is
at the heart of its human resource strategy. It has put concerted efforts in talent
management and succession planning practices, strong performance management and learning
and training initiatives to ensure that your Company consistently develops inspiring,
strong and credible leadership.
Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution. Your Company strongly believes in fostering a culture of trust and
mutual respect in all its employees seek to ensure that business world values and
principles are understood by all and are the reference point in all people matters.
Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("Rules"), is annexed to this Annual Report.
The current workforce breakdown structure has a good mix of employees at all levels.
Your Board confirms that the remuneration is as per the remuneration policy of the
Company.
41. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during
the period under review with the Certificate issued by M/s JNG and Co., Practicing Company
Secretaries, on compliance in this regards forms part of this Annual Report.
42. 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, con rm that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures. ii. They have 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 nancial year and of the pro t of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal nancial controls to be followed by the Company and such
internal nancial controls are adequate and operating effectively.
vi. They 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 nancial 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 nancial controls were adequate and effective during the nancial year 2022-2023.
43. INTERNAL FINANCIAL CONTROLS:
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 2022-2023.
44. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute forward
looking statements' within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending
on the circumstances.
45. ACKNOWLEDGEMENTS:
Your directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
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