Vibrant Global Capital Ltd Directors Report.

TO THE MEMBERS,

The Directors of the Company take great pleasure in presenting the 24th 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, 2019.

FINANCIAL HIGHLIGHTS

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

Particulars Consolidated (INR in Lakhs) Standalone (INR in Lakhs)
2018-19 2017-18 2018-19 2017-18
Total Income 32,422.51 31,431.60 2,829.51 848.49
Less: Expenditure & Depreciation 31,986.15 31,434.34 2,387.74 791.84
Profit/ (Loss) before Tax (PBT) 436.36 (2.74) 441.77 56.65
Less: Tax 68.50 52.78 83.52 7.88
Profit/ (Loss) After Tax (PAT) 367.86 (55.52) 358.26 48.77
Profit/ Loss (After Minority Interest) 357.28 (22.51) - -
Paid-up Equity Share Capital 1,720.71 1,720.71 2,290.74 2,290.74
Reserves and Surplus 4,220.97 3,792.31 1,120.97 762.71
Earning Per Share (in INR) 2.08 (0.32) 1.56 0.21

REVIEW OF OPERATIONS

CONSOLIDATED INCOME AND PROFIT AFTER TAX:

The consolidated total income increased from INR 31,431.60 Lakhs to INR 32,422.51 Lakhs during year under review, a marginal increase of 3.15% over the previous financial year. The Company has made a profit of INR 367.86 Lakhs during this year compared to Loss of INR (55.52) Lakhs during previous fiscal year. This showed a good consolidated strength over previous year. The Consolidated earning per share increased to INR 2.08 from INR (0.32).

STANDALONE INCOME AND PROFIT AFTER TAX:

The standalone total income increased to INR 2,829.51 Lakhs during current fiscal year as compared to INR 848.49 Lakhs during FY 2017-18. The standalone Profit after Tax also increased to INR 358.26 Lakhs during year under review as compared to INR 48.77 Lakhs during FY 2017-18. Earning per share increased to INR 1.56 from INR 0.21.

TRANSFER TO RESERVES

The Company has transferred INR 71.66 Lakhs to Statutory Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 during Financial Year 2018-19.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2019, your Company had 1 Wholly Owned Subsidiary, 2 Subsidiaries and 2 Associate Companies.

1. Vibrant Global Infraproject Private Limited (Wholly Owned Subsidiary)

2. Vibrant Global Trading Private Limited (Subsidiary)

3. Vibrant Global Salt Private Limited (Subsidiary)

4. Vibrant Global Vidyut Private Limited (Associates Company)

5. VGPG Farms Private Limited (Associates Company w.e.f. 13th February, 2019)

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES:

Vibrant Global Infraproject Private Limited (Wholly Owned Subsidiary Company)

Revenue for the FY 2018-19 is INR 16.72 lakhs as compared to INR 9.61 lakhs during previous year. Profit after tax increased to INR 2.29 lakhs during FY 2018-19 as compared to INR 0.52 lakhs during previous year.

Vibrant Global Trading Private Limited (Subsidiary)

Total revenue for the FY 2018-19 was INR 22,775.66 Lakhs as compared to INR 24,794.74 Lakhs during previous year, which is a decrease of 8.14% over previous financial year. Profit after tax was INR 16.81 lakhs during current fiscal year as compared to INR 63.22 lakhs over previous financial year, a decrease of 73.41% over the previous financial year. The steel market continued to witness lower demand & high strain on margins due to imports, higher capacities in domestic segment & overall downtrend in market.

Vibrant Global Salt Private Limited (Subsidiary)

Total revenue for the financial year 2018-19 was INR 6,805.25 Lakhs as compared to INR 5,822.46 Lakhs during previous year, which is an increase of 16.88%. The Company made profit of INR 48.17 Lakhs during FY 2018-19 as compared loss of INR 113.20 during previous financial year. The focus on developing new markets and catering to government regulators through tenders has resulted into this improvement.

Vibrant Global Vidyut Private Limited (Associate Company)

There are no revenues for the FY 2018-19 and FY 2017-18. Losses are by virtue of operational expenses. Also, the Company has incurred loss of INR 9.77 lakhs in the year under review as compared to INR 15.99 Lakhs during previous year.

VGPG Farms Private Limited (Associate Company)

This company was incorporated on 13th February, 2019. There is no revenue during the FY 2018-19.

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

DIVIDEND

The Board of Directors of your Company do not recommend any dividend for FY 2018-19.

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 2290.74 Lakhs as on March 31, 2019.

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 Boards 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 in place a Risk Management Policy in line business requirement. The Risk practices and conditions adopted are appropriate for the business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. 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. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Board of Directors confirms that the company has established systems, standards, processes and structure which supports to implement Internal Financial controls across the organization and which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. Thus, 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.

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule (8) sub-rule (5) clause (x) of Companies (accounts) amendment Rules, 2018 the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace and Internal Complaint Committee has been constituted for the prevention and redressal of complaints of sexual harassment and to look after the matters connected therewith or incidental thereto. The Company has complied with provisions relating to the constitution of Internal Complaints Committee 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. Vaibhav Garg as Whole Time Director of the Company:

In the ensuing Annual General Meeting, the Company is proposing to re-appoint Mr. Vaibhav Garg as Whole-Time Director of the Company for a term of 5 years effective from 1st October, 2019.

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. 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 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 24th 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 familarization with the Company. No new Director joined the Board of the Company during the year under review. Hence no such program has been conducted during the FY 2018-19.

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 2018-19, 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, 7 (Seven) 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

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 forms part of this Annual Report and attached as Annexure 5. 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 2018-19.

The Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the year under review is annexed herewith as Annexure 6 is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

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), has been appointed as statutory auditors of the company for 5 consecutive financial years i.e. commencing from the conclusion of 22nd Annual General Meeting till till the conclusion of 27th AGM.

Pursuant to amendment in Section 139(1) of the Companies Act, 2013, the ratification of appointment of statutory auditors is not required in the ensuing 24th Annual General Meeting.

M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, (FRN: 100114W), has submitted their eligibility and under section 141 of the Companies Act, 2013 and the rules made thereunder, to the Board of Directors and are eligible to continue appointment as Statutory Auditors for the FY 2019-20.

M/s. Agrawal & Kedia, Statutory Auditors have submitted Auditors Report with unmodified opinion and unmodified figures for the Financial year ended March 31, 2019 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.

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 2018-19:

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 2018-19, 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, 2019 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 organizations 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
Sd/-
Chairman and Managing Director
Mumbai
September 4, 2019

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Account) Rules, 2014)

Statement containing features of the financial statements of Subsidiaries/ Associate companies

PART "A": Subsidiaries

(INR in Lakhs)
Sr. No. Name of the subsidiary Vibrant Global Trading Private Limited Vibrant Global Infraproject Private Limited Vibrant Global Salt Private Limited
1 Reporting Period for the Subsidiaries concerned April 1, 2018 to March 31, 2019 April 1, 2018 to March 31, 2019 April 1, 2018 to March 31, 2019
2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries INR INR INR
3 Paid-up Share Capital 185.34 181.00 165.00
4 Reserves & Surplus 2,603.96 393.98 488.10
5 Total Assets 11,076.79 577.59 6,124.99
6 Total Liabilities (excluding Capital and Reserves) 8,287.49 2.61 5,471.89
7 Investment (including Investment in Holding and Group Companies) 0.04 270.16 -
8 Total Income 22,775.66 16.72 6,805.25
9 Profit/ (Loss) Before Tax 31.67 4.91 15.68
10 Provision for Tax (including Deferred Tax and Prior Period Taxes) 14.86 2.61 (32.48)
11 Profit/ (Loss) After Tax 16.81 2.29 48.17
12 Proposed Dividend (including tax thereon) - - -
13 % of Shareholding 85.00% 100.00% 87.88%

1. Names of the subsidiaries which are yet to commence operations: None

2. Name of subsidiaries which have been liquidated or sold during the year: None

PART "B": Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies

(INR in Lakhs)
Sr. No Name of Associates Vibrant Global Vidyut Private Limited VGPG Farms Private Limited
1. Latest audited Balance Sheet Date March 31, 2019 March 31, 2019
2. Shares of Associate held by the company on the year end
a) Nos. 2,00,000 10,000
b) Amount of Investment in Associates (INR in Lakhs) 20.00 1.00
3. Description of how there is significant influence Note A Note A
4. Reason why the associate is not consolidated Negative Investment N.A.
5. Net worth attributable to Shareholding as per latest audited Balance Sheet (INR in Lakhs) 12.73 0.95
6. Profit / Loss for the year* (9.76) (0.10)
7. i. Considered in Consolidation** - (0.10)
ii. Not Considered in Consolidation (9.76) -

Note A: There is significant influence due to percentage (%) of Share Capital

* Profit / Loss after Tax is referred.

** On the basis of percentage shareholding.

1. Name of the associates which are yet to commence operations: VGPG Farms Private Limited

2. Name of associates which have been liquidated or sold during the year: None

3. The Company has no Joint Ventures

Annexure 2 to the Boards Report

Part 1

(Details pertaining to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Employed throughout the financial year, was in receipt of remuneration exceeding INR 102 Lakhs, in the aggregate Not Applicable and hence no statement showing names and other particulars is given in this annexure; and

2. Employed for a part of the financial year, was in receipt of remuneration exceeding INR 8.50 Lakhs per month Not Applicable and hence no statement showing names and other particulars is given in this annexure; and

3. Employed throughout the financial year or part thereof, was in receipt of remuneration, in aggregate, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company As per Annexure 1-A:

Annexure 2-A:
Name Bhavna Jhunjhunwala
Designation General Manager- Investment and Risk Analysis
Remuneration Received 48,00,000 Lakhs p.a. (Gross)
Qualifications BE (electronics) and MS (financial engineering)
Experience (No. of Years) 15 years
Date of Commencement of Employment April 1, 2016
Age in years 37 years
Last Employment and Designation held by the Employee in last employment Cogencis information services Limited - Risk Analyst
Nature of employment, whether contractual or otherwise Contractual employment terminable by either side
Percentage of equity shares held by the employee None
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager None

4. Names of Top 10 Employees& in terms of Remuneration drawn As per Annexure 1-B: Annexure 2-B:

Name Bhavna Jhunjhunwala Jalpesh Darji Chandrakant Salunkhe
Designation General Manager- Investment and Risk Analysis Company Secretary and Compliance Officer Assistant Officer - Accounts
Remuneration Received 48,00,000 p.a. (Gross) 6,82,342 4,45,152
Qualifications BE (electronics) and MS (financial engineering) B. Com and Company Secretary from ICSI B. Com
Experience (No. of Years) 15 years 7 Years (including 1.5 years management training) 8 Years
Date of Commencement of Employment April 1, 2016 June 1, 2014 January 1, 2015
Age in years 37 years 28 Years 31 Years
Last Employment and Cogencis information Firstsource Solutions V.A.Tungare & Co.-
Designation held by the Employee in last employment services Limited - Risk Analyst Limited -Management Trainee Executive
Nature of employment, whether contractual or otherwise Contractual employment terminable by either side Contractual employment terminable by either side Contractual employment terminable by either side
Percentage of equity shares held by the employee NIL NIL NIL
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager No No No

&The Company has only 3 employees as on March 31, excluding Managing Director and Whole Time Director.

Part 2

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19:

Name and Designation of the Director Ratio to Median Remuneration
Mr. Vinod Garg, Managing Director 5.27 Times
Mr. Vaibhav Garg, Whole Time Director and Chief Financial 1.76 Times
Officer
Mr. Harsh Mehadia, Non-Executive Independent Director NIL
Mr. Anand Khetan, Non-Executive Independent Director NIL
Mrs. Khushboo Pasari, Non-Executive Independent Director NIL

Independent Directors were paid only sitting fees during year under review. Hence, their Ratio to Median Remuneration has been shown as NIL.

(ii) The percentage increase in remuneration of Managing Director, Whole Time Director and Chief Financial Officer, other Non-Executive Directors and Company Secretary of the Company in the financial year 2018-19.

Name & Designation Remuneration of each Director & KMP for Financial Year 2018-19 (INR) % increase/ decrease in Remuneration in the Financial Year 2018-19
Mr. Vinod Garg, MD 36,00,000 NIL
Mr. Vaibhav Garg, WTD and CFO 12,00,000 NIL
Mr. Harsh Mehadia, I-NED - -
Mr. Anand Khetan, I-NED - -
Mrs. Khushboo Pasari - -
Key Managerial Personnel
Mr. Jalpesh Darji, CS 6,82,342 18.13%

Independent Directors were paid only sitting fees during year under review. Hence, their Ratio to Median Remuneration has been shown as NIL.

Legends: MD - Managing Director; WTD Whole time Director; CFO Chief Financial Officer; I-NED - Independent Non-Executive Director; CS - Company Secretary

Note: Median remuneration of all the employees of the Company (Excluding Managing Director and Whole Time Director of the Company) for the financial year 2018-19 is INR 6,82,342.00

(iii) The percentage increase/ decrease in the median remuneration of all employees in the financial year 2018-19

Financial Year 2018-19 Financial Year 2017-18 Decrease
(INR) (INR) (%)
Median remuneration of all employees 6,82,342 7,02,393.50 -2.86

(iv) The number of permanent employees on the rolls of Company

There were 3 (Three) permanent employees (excluding 1 (One) Managing Director and 1 (One) Whole Time Director) as on March 31, 2019.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average percentile decrease in the median remuneration of comparable employees in the Financial Year 2018-19, other than the MD & Whole Time Director was 2.86% and there is no change in the remuneration of MD & Whole Time Director.

The increase in remuneration in the salaries of employees was in line with the market standards, retention motives and in line with profits of the Company during FY 2018-19.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

Annexure 3 to the Boards Report

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of theCompanies Act, 2013 read along with the applicable rules thereto and Clause 52 of the BSE SME Listing Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration/ Compensation Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

? Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

? Chief Financial Officer;

? Company Secretary; and

? such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

-Objective:

The objective of the policy is to ensure that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; ?

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

• To carry out evaluation of Directors performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and/ or enforced by any statutory notification, amendment or modification, as may be applicable.

• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his/ her appointment, as per Companys Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to the term fixed by the Board of Directors of the Company and Members at the General Meeting of the Company will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing Director / Whole-time Directors:

i) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

ii) The Nomination and Remuneration/ Compensation Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2. Remuneration to Non- Executive/ Independent Directors:

i) The Non-Executive/ Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Remuneration/ Compensation Committee and approved by the Board of Directors.

ii) All the remuneration of the Non-Executive/ Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013)shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Remuneration/ Compensation Committee and approved by the Board of Directors or shareholders, as the case may be.

An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

i) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

ii) The Services are rendered by such Director in his capacity as the professional; and

iii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

iv) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3. Remuneration to Key Managerial Personnel and Senior Management:

i) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

ii) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

iii) The Fixed pay may include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

iv) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

? The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

? The Committee may Delegate any of its powers to one or more of its members.

Annexure 4 to the Boards Report

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto;

1) Details of contracts or arrangements or transactions not at arms length basis: NIL

There were no contacts or arrangements or transactions entered in to during the year ended March 31, 2019, which were not at Arms length.

2) Details of material contracts or arrangement or transactions at arms length basis:

The details of contacts or arrangements or transactions Arms length basis for the year March 31, 2019 are as follows:

a. Names(s) of the related party and nature of relationship: As per Annexure to AOC -2

b. Nature of contracts/ Arrangements/ Transactions: As per Annexure to AOC -2

c. Duration of the contracts /Arrangements/ Transactions: As per Annexure to AOC -2

d. Salient terms of the contracts or arrangements or transactions including the value, if any: No salient terms defined for the transactions with the related parties.

e. Date(s) of approval by Audit Committee: May 30, 2018 (Omnibus Approval) f. Amount paid as advances during the FY 2018-19, if any: As per Annexure to AOC -2.

ANNEXURE TO AOC -2

Name of the Related Party Nature of Relationship Duration of the contracts / arrangements / transaction Nature of contracts/Arrangements/ Transactions Amount (INR)
Antriksh Barter Private Limited Enterprises on which Key Managerial Personnel have significant influence N.A. Loans Accepted 8,70,00,000
Antriksh Barter Private Limited Enterprises on which Key Managerial Personnel have significant influence N.A. Loans repaid back 8,70,00,000
Antriksh Barter Private Limited Enterprises on which Key Managerial Personnel have significant influence N.A. Interest paid 10,73,493
Vinod Garg Key Managerial Personnel N.A. Remuneration 36,00,000
Vinod Garg Key Managerial Personnel N.A. Equity Shares of Vibrant Global Salt Private Limited purchased by Vibrant Global Capital Limited 80,80,731
Vaibhav Garg Key Managerial Personnel N.A. Remuneration 12,00,000
Vaibhav Garg Key Managerial Personnel N.A. Equity Shares of Vibrant Global Salt Private Limited purchased by Vibrant Global Capital Limited 48,43,269
Vaibhav Garg Key Managerial Personnel N.A. Loans Accepted 16,88,00,000
Vaibhav Garg Key Managerial Personnel N.A. Loans repaid back 6,43,00,000
Vibrant Global Trading Private Limited Subsidiary N.A. Rent paid 1,41,600
VGPG Farms Private Limited Associate N.A. Equity Shares purchased/ subscribed of VGPG Farms Private Limited 1,00,000
Vinod Vaibhav Garg (HUF) Enterprises on which Key Managerial Personnel have significant influence N.A. Equity Shares of Vibrant Global Salt Private Limited purchased by Vibrant Global Capital Limited 32,31,000