Vibrant Global Capital Ltd Directors Report.

TO THE MEMBERS,

The Directors of the Company take great pleasure in presenting the Twenty Second 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, 2017.

FINANCIAL HIGHLIGHTS

Our Companys financial performance for the year under review is summarized below:

Particulars

Consolidated (INR in Lakhs)

Standalone (INR in Lakhs)

2016-17 2015-16 2016-17 2015-16
Total Income 36,707.13 30,088.66 1,926.04 1,773.97
Less: Expenditure & Depreciation 36,489.39 29,917.38 1,591.95 1,713.50
Profit/ (Loss) before Tax (PBT) 217.78 171.28 334.09 60.47
Less: Tax 119.29 57.67 129.99 (6.03)
Profit/ (Loss) After Tax (PAT) 98.50 113.61 204.10 66.50
Profit/ Loss (After Minority 132.44 9.59 - -
Interest)
Paid-up Equity Share Capital 1,720.71 1,720.71 2,290.74 2,290.74
Reserves and Surplus 3,814.86 2,961.57 713.94 509.84
Earning Per Share (in INR) 0.57 0.66 0.89 0.29

REVIEW OF OPERATIONS

CONSOLIDATED INCOME AND PROFIT AFTER TAX:

The consolidated total income increased from INR 30,088.66 Lakhs to INR 36,707.13 Lakhs, an increase of 22.00% over the previous financial year. The consolidated Net Profit after Tax decreased from INR 113.61 Lakhs to INR 98.50 Lakhs, a decline of 13.30% over the previous financial year. The Consolidate earning per share decreased to INR 0.57 from INR 0.66.

STANDALONE INCOME AND PROFIT AFTER TAX:

The standalone total income increased from INR 1,773.97 Lakhs to INR 1,926.04 Lakhs, an increase of 8.57% over the previous financial year. The standalone Profit after Tax increased to INR 204.10 Lakhs from INR 66.50 Lakhs with increase of 206.91%. Earning per share rose from 0.29 to 0.89.

TRANSFER TO RESERVES

The Company has transferred INR 41.00 Lakhs to Statutory Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 during Financial Year 2016-17.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2017, your Company had 1 Wholly Owned Subsidiary, 2 Subsidiaries and 1 Associate Company.

WHOLLY OWNED SUBSIDIARY:

Vibrant Global Infraproject Private Limited@

@On March 27, 2017, The Company acquired 3,10,000 Equity Shares of INR 10.00 each of Vibrant Global Infraproject Private Limited and by virtue of this investment, it has become Wholly Owned Subsidiary of the Company w.e.f. March 27, 2017.

SUBSIDIARIES:

1. Vibrant Global Trading Private Limited#

#On March 27, 2017, the Company acquired 1,75,360 Equity Shares of INR 10.00 each of Vibrant Global Trading Private Limited and by virtue of this investment, the Company consolidated its stake and now holding 85.00% of Share capital of Vibrant Global Trading Private Limited.

2. Vibrant Global Salt Private Limited^

^On March 27, 2017, the Company acquired 4,50,000 Equity Shares of INR 10.00 each of Vibrant Global Salt Private Limited and by virtue of this investment, the Company consolidated its stake and now holding 57.58% of Share capital of Vibrant Global Salt Private Limited.

ASSOCIATES COMPANY:

Vibrant Global Vidyut Private Limited

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES:

Vibrant Global Infraproject Private Limited (Wholly Owned Subsidiary Company)

Revenue for the FY 2016-17 is INR 5.73 Lakhs as compared to INR 11.18 Lakhs for the FY 2015-16 with decrease of INR 5.45 Lakhs over the previous financial year. Profit after tax decreased to INR 1.63 Lakhs in FY 2016-17 from INR 7.28 Lakhs in FY 2015-16.

Vibrant Global Trading Private Limited (Subsidiary)

Total revenue for the FY 2016-17 is INR 29,440.50 Lakhs as compared to INR 28,296.55 Lakhs for FY 2015-16. There was an increase of 4.04% over previous financial year. Profit after tax decreased from INR 105.60 Lakhs to INR 100.80 Lakhs in FY 2015-16, a decrease of 4.55% over the previous financial year.

Vibrant Global Trading Private Limited has focused primarily on long products and steel and as well as trading of flexible packaging material to a significant basket of customers. It has seen a relatively muted growth as compared to previous financial year.

Vibrant Global Salt Private Limited (Subsidiary)

Total revenue for the financial year 2016-17 is INR 5,348.86 Lakhs as compared to INR 5,216.45 Lakhs for the FY 2015-16. There was an increase of 2.54% over the previous financial year. The Company recorded Loss of INR 155.32 Lakhs as compared to loss of INR 284.73 Lakhs.

Vibrant Global Salt Private Limited ("VGSPL") has seen reduction in loss as compared to FY 2015-16, the reason being efforts taken to reduce the costs without dropping the volumes. The efforts came off better to great extent. In addition to this, VGSPL is looking to sign one of the biggest contract in its history, where looking to grow the revenues by 100% within coming year. VGSPL have also expanded in further value-added product and can now manufacture double fortified salt.

Vibrant Global Vidyut Private Limited (Associate Company)

There are no revenues for the FY 2016-17 and FY 2015-16. Losses are by virtue of operational expenses. Also, the Company has written off the Loans and Advances amounting to INR 43.97 Lakhs during FY 2016-17.

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 and Associate Company 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 and Associate Company. These documents will also be available for inspection during business hours at our Registered Office of the Company.

DIVIDEND

The Board thinks to plough back the profits for the expansion of the Company and hence the Directors of your Company do not recommend any dividend for FY 2016-17.

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, 2017.

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 Directors 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

The Company has implemented a Risk Management framework in order to anticipate, identify, measure, manage, mitigate, monitor and report the principal risks and uncertainties that can impact its ability to achieve its strategic business objectives. The Company has introduced several improvements to Risk Management and processes to drive a common integrated view of risks and optimal risk mitigation responses. This integration is enabled by alignment of Risk Management, Internal Audit, Legal and compliance methodologies and processes in order to maximize enterprise value of the Company and ensure high value creation for our stakeholder over a time. 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 which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The scope and functions of Internal Auditors are defined and reviewed by Audit Committee. During the year under review, the Internal Financial Controls were tested and no reportable material weakness in the design and operation were observed.

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

1. Prohibition of Insider Trading Policy

2. Code of Conduct

3. Vigil Mechanism Policy

4. Archival Policy for Retention of Documents

5. Policy for determination of Materiality of Event or Information

6. Policy for Evaluation of Performance of the Board of Directors

7. Nomination & Remuneration Policy

8. Prevention of Sexual Harassment at workplace policy

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

VGCLs quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain same of its core values. Your Company is committed to providing a work environment that is professional and mature, free from animosity and one of that reinforce our value of integrity that includes respect for individual. The Company has always believed in providing a safe and Anti-harassment workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment i.e. free from discrimination and harassment including sexual harassment.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS Cessation:

Mrs. Dipti Sharma resigned as Non-Executive Independent Director of the Company on 27 July, 2016. The Board places on record its appreciation for the contributions made by her during her tenure as Director of the Company.

Re-appointment of Managing Director:

Mr. Vinod Garg was re-appointed as Managing Director of the Company by the Board of Directors on September 2, 2017 effective from March 1, 2018 for 5 (Five) Years (upto February 28, 2023), subject to approval of Members of the Company at this Annual General Meeting.

Re-appointment of Non-Executive Independent Directors:

Mr. Anand Khetan was re-appointed as Non-Executive Independent Director of the Company by the Board of Directors on September 2, 2017 effective from November 3, 2017 for 5 (Five) Years (upto November 2, 2022, subject to approval of Members of the Company at this Annual General Meeting.

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.

RETIREMENT BY ROTATION

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. Vinod Garg (DIN: 00152665) 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 DIRECTORS 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 appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 22nd Annual General Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

During the year, Mrs. Khushboo Pasari was appointed as Independent Director. After appointment of Mrs. Khushboo Pasari as an Independent Director on Board of the Company, her formal introduction as Independent Director of the Company and Company visit has been made during the year.

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 2016-17, Mr. Vinod Garg, Managing Director and Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer drew following remuneration from Subsidiaries:

Name of Director Remuneration from Vibrant Global Trading Private Limited (in INR) Remuneration from Vibrant Global Salt Private Limited (in INR) Remuneration from Vibrant Global Infraproject Private Limited (in INR)
Mr. Vinod Garg Nil 36,00,000.00 p.a. Nil
Mr. Vaibhav Garg Nil Nil Nil

This disclosure is made under Section 197(14) of the Act and rules made thereunder.

BOARD MEETINGS

During the year, 9 (Nine) 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

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration/ Compensation Committee and Stakeholders Relation Committee.

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.

COMMITTEES OF THE BOARD

Compositions of all Committees are as follows:

Audit Committee

Audit Committee comprised of 3 Members of the Board.

Mr. Anand Khetan, Chairman Non-Executive Independent Director
Mr. Harsh Mehadia, Member Non-Executive Independent Director
Mr. Vinod Garg, Member Executive Director

Nomination and Remuneration/ Compensation Committee ("NRC")

Nomination and Remuneration/ Compensation Committee comprised of 3 Members of the Board.

Mr. Anand Khetan, Chairman Non-Executive Independent Director
Mr. Harsh Mehadia, Member Non-Executive Independent Director
Mrs. Khushboo Pasari, Member Non-Executive Independent Director
Stakeholders Relation Committee
Mr. Harsh Mehadia, Chairman Non-Executive Independent Director
Mr. Anand Khetan, 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 arms 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. 36 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

Management Discussion and Analysis Report for the year under review forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements, as applicable to the Company, set out under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

EXTRACT OF ANNUAL RETURN

Extract of Annual return in Form MGT 9 forms part of this Annual Report and attached as Annexure 5.

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, the Proprietary concern, Nagpur, Maharashtra, to undertake the Secretarial Audit of the Company for the Financial Year 2016-17 to Financial Year 2018-19. This appointment is done consequent to dissolution of M/s N.R. & Associates, Company Secretaries, who were the Secretarial Auditors of the Company, and takeover of its professional practice by M/s. H. Roshan & Associates.

The Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the year under review is annexed herewith as Annexure 6.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Gupta Sarda & Bagdia, Chartered Accountants, Nagpur, Maharashtra (FRN: 103447W), the Statutory Auditors of the Company are retiring at the conclusion of this 22nd Annual General Meeting. They have completed consecutive tenure of 10 (Ten) years (including transition period) as provided under Section 139(2) of the Companies Act, 2013 and rules made thereunder.

In view of above and on recommendation of Audit Committee, the Board of Directors have proposed the appointment of M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, Maharashtra (FRN: 100114W), as Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of 22nd Annual General Meeting till conclusion of 27th Annual General Meeting, subject to ratification by Members every year, as may be applicable.

M/s. Agrawal & Kedia, Chartered Accountants, have confirmed that their appointment, if made, would be in accordance with Section 139 of the Companies Act, 2013 and read with the Companies (Audit and Auditors) Rules, 2014. They have further confirmed that: a) They satisfy criteria prescribed under Section 141 of the Companies Act, 2013 b) They hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India, as required under SEBI (LODR), 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

No material changes 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.

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 2016-17:

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. Policy on Corporate Social Responsibility

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

5. 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 2016-17, 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, 2017 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

The Directors wish to place on record their sincere appreciation for the support and co-operation extended by all Business Associates, Bankers, Stakeholders and Employees. The Company also place on record their sincere appreciation for support extended by the Independent Directors. The Company also expresses its gratitude to the Reserve Bank of India (RBI), BSE Limited and various Governmental departments and organisations for their help and co-operation. The Board appreciates and values the contributions made by every stakeholder associated with the Company and is confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors

Vinod Garg

Chairman and Managing Director

Date: September 2, 2017

Place: Mumbai