vibrant global capital ltd share price Directors report


TO THE MEMBERS,

The Directors of the Company take great pleasure in presenting the 27th Annual Report on the business and operations of your Company and the Audited standalone and consolidated financial statements for the financial year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

Our Company?s financial performance for the year under review is summarized below:

Particulars

Consolidated (INR in Lakhs)

Standalone* (INR in Lakhs)

2021-22 2020-21 2021-22 2020-21
Total Income 28,354.98 19,007.30 6,151.20 2,313.79
Less: Expenditure & 23,255.28 16,125.18 766.68 263.00
Depreciation
Profit/ (Loss) before 5,099.70 2,882.13 5,384.52 2,050.79
Exceptional Items & Tax
Exceptional Items and Profit/ 10.95 591.82 20.00 -
loss from Associates
Profit/ (Loss) before Tax (PBT) 5,110.65 3,473.95 5,364.52 2,050.79
Less: Current Tax 299.59 53.22 293.18 14.93
Less: Deferred Tax 140.51 (77.13) 462.60 98.77
Profit/ (Loss) After Tax (PAT) 4,670.55 3,497.86 4,608.74 1,937.09
Paid-up Equity Share Capital 2,290.74 2,290.74 2,290.74 2,290.74
Reserves & Surplus 9,308.75 4,661.62 7,497.34 1,263.59
Earning Per Share (in INR) 20.28 15.28 20.19 8.44

REVIEW OF OPERATIONS

CONSOLIDATED INCOME AND PROFIT AFTER TAX:

The consolidated total income increased to INR 28,354.98 Lakhs during current fiscal year as compared to INR 19,007.30 Lakhs during FY 2020-21, which is increase by 49.18%. The Company recorded profit (after Tax) of INR 4,670.55 Lakhs during current fiscal year as compared to profit (after Tax) of INR 3,497.86 lakhs during previous year 2020-21. It was primarily due to the buoyant capital market that led to considerable gain in the fair value of share portfolio that the company has invested in.

STANDALONE INCOME AND PROFIT AFTER TAX:

The standalone total income increased to INR 6,151.20 Lakhs during current fiscal year as compared to INR 2,313.79 Lakhs during FY 2020-21. The Company recorded profit (after Tax) of INR 4,608.74 Lakhs during current fiscal year as compared to profit (after Tax) of INR 1,937.09 Lakhs during FY 2020-21. It was primarily due to the buoyant capital market that led to considerable gain in the fair value of share portfolio that the company has invested in.

*The Hon?ble National Company Law Tribunal has approved the Scheme of Amalgamation of Vibrant Global Infraproject Private Limited (Wholly Owned Subsidiary of the Company) with the Company on 6th June, 2022 (Copy of order received on 30th June, 2022). As per Order of Hon?ble NCLT, Appointed Date of the Scheme is 1st April, 2021. The Board had already approved Financial Statements for FY 2021-22 on 24th May, 2022, however they did not have the accounting effect of amalgamation since the Appointed Date was 1st April, 2021 and hence, this new set of Financial Statements (MERGED) are presented to the shareholders for their approval.

DIVIDEND

The Board of Directors of your Company do not recommend any dividend for FY 2021-22.

TRANSFER TO RESERVES

During FY 2021-22, INR 6,233.75 Lakhs was transferred to reserves & surplus, out of which INR 921.75 lakhs was transferred to Statutory Reserves as per Section 45-IC of the Reserve Bank of India Act, 1934.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2022, your Company had 2 Subsidiaries.

1. Vibrant Global Trading Private Limited (Subsidiary)

2. Vibrant Global Salt Private Limited (Subsidiary)

During the year under review, Vibrant Global Vidyut Private Limited, Associate Company, was voluntarily struck off from Registrar of Companies w.e.f. 28th January, 2022

During the year under review, Vibrant Global Capital Limited acquired further stake of 2.05% in Vibrant Global Trading Private Limited. Further, as per Amalgamation Order* passed by Hon?ble NCLT the Company further acquired investment of Vibrant Global Infraproject Private Limited in Vibrant Global Trading Private Limited. Resultant of above, the Company holds 99.46% as on 31st March, 2022.

*During the year under review, Vibrant Global Infraproject Private Limited (Wholly Owned Subsidiary of the Company) amalgamated with the Company vide order of the Hon?ble National Company Law Tribunal on 6th June, 2022 (Copy of order received on 30th June, 2022). As per Order of Hon?ble NCLT, Appointed Date of the Scheme is 1st April, 2021.

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES:

Vibrant Global Trading Private Limited (Subsidiary)

Total income for the FY 2021-22 was INR 15,289.76 Lakhs as compared to INR 9,702.56 during previous year. The Company recorded loss (after tax) of INR 289.10 Lakhs during current fiscal year as compared to INR 360.68 Lakhs during previous year.

Vibrant Global Salt Private Limited (Subsidiary)

Total income for the FY 2021-22 was INR 7,035.05 Lakhs as compared to INR 5,974.90 Lakhs during previous year, which is increase of 17.74%. The Company made profit (after Tax) of INR 256.11 Lakhs during FY 2021-22 as compared to loss of INR 72.47 Lakhs (Net Loss after Tax) during previous year 2021-21. Vibrant Global salt Private Limited continued its good performance with the sales focus on the private labelling sales opportunities for brands of other companies that led to a good growth. In the quest for enhancing the quality of the products, company will commission in the FY 22-23, specialty machines that would further make quality of our iodized refined salt offering for domestic market, better than competition.

In accordance with Section 129(3) of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements of the Companies and its Subsidiaries are prepared, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our Subsidiaries and Associate Company in prescribed format of AOC-1 is appended as Annexure 1 to the Board Report.

The Statement also provides details of performance, financial positions of each of Subsidiaries. These documents will also be available for inspection during business hours at our Registered Office of the Company.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business activities of the company.

SHARE CAPITAL

During the year, there was no change in the share capital of the Company. The outstanding, issued, subscribed and paid-up capital of the Company was INR 2,290.74 Lakhs as on March 31, 2022. However, consequent to the Amalgamation, Authorised Share Capital of the Company increased to INR 2,725 Lakhs as on March 31, 2022.

DEPOSITS

The Company being Non-Deposit accepting NBFC registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2 of the

Board?s Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

Risk Management is the process that can contribute progressively to organizational improvement by providing Management with a greater insight into risks and their impact. The Company has a robust Risk Management framework which proactively addresses risks and seizes opportunities so as to gain competitive advantage and protects and creates value for your stakeholders.

Over the years, the Company has built a strong Risk Management Framework supported by well-established policies and procedures. The Company was able to face up to the unprecedented challenges during the last year and emerge as a strong and stable organization during turbulent times.

The details of the Risk Management with details of the principal risks and the plans to mitigate the same are given in the Risk Management section of the Management Discussion and Analysis Report

INTERNAL FINANCIAL CONTROLS

Your Company has well-established internal control systems in place which are commensurate with the nature of its business and size and scale. Standard operating procedures (SOP) and Risk Control Matrices are in place designed to provide a reasonable assurance and are being continuously monitored and updated.

In addition to the above, internal audits are undertaken which independently validates the existing controls as per scope assigned to them. The Internal audit program is reviewed by the Audit Committee at the beginning of the year to ensure that the coverage of the areas is adequate. Reports of the internal auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. Significant audit observations are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 mandated the formulation of certain policies.

All these policies are available on the website of the Company (www.vibrantglobalgroup.com).

Sr. No. Name of the Policy

Prohibition of Insider Trading Policy

Code of Conduct

Vigil Mechanism Policy

Archival Policy for Retention of Documents

Policy for determination of Materiality of Event or Information

Policy for Evaluation of Performance of the Board of Directors

Nomination & Remuneration Policy

Prevention of Sexual Harassment at workplace policy

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, there were no complaints received/cases filed / cases pending under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment of Mr. Vinod Garg as Managing Director:

In the ensuing Annual General Meeting, the Company is proposing to re-appoint Mr. Vinod Garg as Managing Director of the Company. The Board recommends his re-appointment by the members at the ensuing AGM.

Retirement by Rotation by Board Of Directors

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Vaibhav Garg (DIN: 02643884) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends his reappointment by the members at the ensuing AGM.

PROFILE OF THE DIRECTOR SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, particulars of the Directors retiring by rotation and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 27th Annual General Meeting.

Familiarization Program for Independent Directors:

With the commencement of SEBI (LODR) Regulation, 2015, the listed entity is required to conduct the program for new joining director of the Company to get him/her familiarization with the Company.

Declaration by Independent Directors

The Company has obtained declarations from Independent Directors stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:

1. Mr. Vinod Garg, Chairman and Managing Director

2. Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer

3. Mr. Jalpesh Darji, Company Secretary and Compliance Officer

Appointment/ Designation of Key Managerial Personnel:

There was no appointment/ designation of Key Managerial Personnel during the year under review.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM SUBSIDARY COMPANIES

During the Financial Year 2021-22, Mr. Vinod Garg, Managing Director and Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer did not draw any remuneration from Subsidiary Companies.

There is no commission drawn by Managing Director/ Whole-Time Director from the Company or its subsidiaries and hence, no disclosure is required under Section 197(14) of the Act and rules made thereunder.

BOARD MEETINGS

During the year, 6 (Six) Board Meetings were held on various dates. Gap between two meetings was within the period prescribed under the Act and rules made thereunder.

There was a separate meeting of Independent Directors.

BOARD EVALUATION

The evaluation framework for assessing the performance of the Directors of your Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of your Company, amongst others.

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of the Framework of the Board Performance Evaluation, the Nomination, Remuneration and Compensation Committee and the Board of Directors have carried out an annual performance evaluation of the Board itself, performance of various Committees of the Board, Individual Directors and the Chairman.

The Company has Policy for Evaluation of Performance of the Board of Directors. Also, the Policy for Evaluation of Performance of the Board of Directors is uploaded on the website of the Company.

Outcome of the evaluation

The Board of your Company was satisfied with the functioning of the Board and its committees. The committees are functioning well and besides their committee?s terms of reference, as mandated by law, important issues are brought up and discussed in the committee meetings. The Board was also satisfied with the contribution of directors, in their respective capacities, which reflects the overall engagement of the individual directors.

CORPORATE SOCIAL RESPONSIBILITY

The Net Profit (After Tax) of the Company for the Financial Year 2021-22 is Rs. 1,072.56 Lakhs

(calculated as per Section 198 of the Companies Act, 2013). Thus, the Provisions of Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is applicable for FY 2022-23.

The Company in line with the provisions, pledge to spend minimum 2% of the average net profits (as per Section 198 of the Companies Act, 2013 and rules made thereunder) made during the three immediately preceding financial years towards CSR initiatives. The provisions of spending on CSR arose in Financial Year 2022-23 and the Company is in process to identify the projects/ spends as mentioned Schedule VII.

COMMITTEES OF THE BOARD

Compositions of all Committees are as follows:

Audit Committee

Mr. Anand Khetan, Chairman Non-Executive Independent Director
Mrs. Khushboo Pasari, Member Non-Executive Independent Director
Mr. Vinod Garg, Member Executive Director
Nomination and Remuneration/ Compensation Committee ("NRC")
Mr. Anand Khetan, Chairman Non-Executive Independent Director
Mrs. Khushboo Pasari, Member Non-Executive Independent Director
Mr. Varun Vijaywargi, Member Non-Executive Independent Director
Mr. Vinod Garg, Member Executive Director
Stakeholders Relation Committee
Mr. Anand Khetan, Chairman Non-Executive Independent Director
Mrs. Khushboo Pasari, Member Non-Executive Independent Director
Mr. Vinod Garg, Member Executive Director

REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration/ Compensation Committee framed a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The Remuneration Policy is provided as Annexure 3.

RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arm?s length basis and in the ordinary course of business.

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 provisions of the Act on materiality of related party transaction.

Details of Related Party Transactions are given in the note No. 31 to the Standalone Financial Statements. Also, Form AOC-2 on Related Party disclosures for the year under review, form part of this Annual Report as Annexure 4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015), a Report on Corporate Governance along with a Certificate of Compliance from Practicing Company Secretary form part of this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual return in Form MGT 9 is uploaded on website of the Company. Web link of Annual Return: http://www.vibrantglobalgroup.com/annual-report.html

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: CONSERVATION OF ENERGY: Not Applicable TECHNOLOGY ABSORPTION: Not Applicable FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. H. Roshan & Associates, Practicing Company Secretaries, Nagpur, Maharashtra, to undertake the Secretarial Audit of the Company for the Financial Year 2021-22.

The Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the year under review is annexed herewith as Annexure 5 is self-explanatory and do not call for any further comments. The Annual Secretarial Compliance Report for the financial year 2021-22 has also been submitted to the BSE.

STATUTORY AUDITORS AND AUDITORS? REPORT

In accordance with provisions of Section 139(1) of the Companies Act, 2013 M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, Maharashtra (FRN: 100114W), were appointed as statutory auditors of the company for 5 consecutive financial years i.e. commencing from the conclusion of 22nd Annual General Meeting till the conclusion of 27th AGM. At the conclusion of ensuing AGM, M/s. Agrawal & Kedia, are retiring and are eligible for re-appointed.

In view of above and on recommendations of Audit Committee, the Board of Directors have proposed the re-appointment of M/s. Agrawal & Kedia, as statutory Auditors of the Company for second term of 5 years, commencing from conclusion of 27th AGM till conclusion of 32nd AGM.

M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, (FRN: 100114W), have confirmed their reappointment, if made, would be in accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended. They have further confirmed that:

They satisfy criteria prescribed under Section 141 of the Companies Act, 2013;

They hold a valid Peer review certificate issued by the Institute of Chartered Accountants of India.

Pertaining to the Financial Statements for FY 2021-22:

M/s. Agrawal & Kedia, Statutory Auditors have submitted Auditors Report with unmodified opinion and unmodified figures for the financial year ended March 31, 2022 in compliance of Reg. 33(1)(d) of SEBI (LoDR) Regulations, 2015.

The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation or adverse remark.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material changes which have occurred subsequent to the close of the financial year and before the date of this report affecting financial, position of the Company in any substantial manner except as mentioned below:

1. The Company received Order from Hon?ble National Company Law Tribunal (NCLT) for

Amalgamation of Vibrant Global Infraproject Private Limited (Wholly Owned subsidiary) with the Company on 6th June, 2022. (Order copy received on 30th June, 2022).

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2021-22:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Option Scheme as referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company?s operations in future.

4. No frauds against the Company reported by the Auditors for the period under report.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, Directors of your Company state and confirm that:

1. In the preparation of the annual accounts for the financial year 2021-22, the applicable accounting standards have been followed and there are no material departures from the same;

2. 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 as at March 31, 2022 and of the profit and loss of the Company for year ended on that date;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis; and

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. 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.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by Business associates, Bankers, Independent Directors and Stakeholders. Your Directors gratefully acknowledge the ongoing co-operation and support provided by Reserve Bank of India, Securities Exchange Board of India, BSE Limited and various Governmental departments and Regulatory bodies. Your Directors place on record their appreciation for the contribution made by the employees of the Company and the group at large. With their dedicated efforts and enthusiasm, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors
Sd/-
Vinod Garg
Chairman and Managing Director
Place: Mumbai
Date: 13th August, 2022