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Vibrant Global Capital Ltd.

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Annual Report

For Year :
2018 2016 2015

Director’s Report

The Directors of the Company take great pleasure in presenting the 23rd 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, 2018.

FINANCIAL HIGHLIGHTS

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

Particulars

Consolidated (

NR in Lakhs)

Standalone (INR in Lakhs)

2017-18

2016-17

2017-18

2016-17

Total Income

31,431.60

36,707.13

848.49

1,926.04

Less: Expenditure & Depreciation

31,431.34

36,489.39

791.84

1,591.95

Profit/ (Loss) before Tax (PBT)

(2.74)

217.78

56.65

334.09

Less: Tax

52.78

119.29

7.88

129.99

Profit/ (Loss) After Tax (PAT)

(55.52)

98.50

48.77

204.10

Profit/ Loss (After Minority Interest)

(22.51)

132.44

-

Paid-up Equity Share Capital

1,720.71

1,720.71

2,290.74

2,290.74

Reserves and Surplus

3,792.31

3,814.86

762.71

713.94

Earning Per Share (in INR)

(0.32)

0.57

0.21

0.89

REVIEW OF OPERATIONS

CONSOLIDATED INCOME AND PROFIT AFTER TAX:

The consolidated total income decreased from INR 36,707.13 Lakhs in FY 2016-17 to INR 31,431.60 Lakhs during year under review, a decrease of 14.37% over the previous financial year. The Company incurred a Loss after Tax of INR (55.52) Lakhs during the current year FY 2017-18, as compared to Profit after Tax of INR 98.50 Lakhs in previous financial year FY 2016-17. The Consolidated earning per share decreased to INR (0.32) from INR 0.57.

STANDALONE INCOME AND PROFIT AFTER TAX:

The standalone total income decreased from 1,926.04 Lakhs in FY 2016-17 to INR 848.49 Lakhs during FY 2017-18. The standalone Profit after Tax decreased from INR 204.10 Lakhs in FY 2016-17 to INR 48.77 Lakhs. Earning per share decreased from INR 0.89 to INR 0.21.

TRANSFER TO RESERVES

The Company has transferred INR 9.76 Lakhs to Statutory Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 during Financial Year 2017-18.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2018, your Company had 1 Wholly Owned Subsidiary, 2 Subsidiaries and 1 Associate Company.

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)

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES:

Vibrant Global Infraproject Private Limited (Wholly Owned Subsidiary Company)

Revenue for the FY 2017-18 is INR 9.61 Lakhs as compared to INR 5.73 Lakhs for the FY 2016-17, with an increase of INR 3.88 Lakhs over the previous financial year. Profit after tax decreased from INR 1.63 Lakhs in FY 2016-17 to INR 0.52 Lakhs in FY 2017-18.

Vibrant Global Trading Private Limited (Subsidiary)

Total revenue for the FY 2017-18 is INR 24,794 Lakhs as compared to INR 29,464 Lakhs for FY 2016-17, which is a decrease of 15.85% over previous financial year. Profit after tax decreased from INR 100.80 Lakhs in FY 2016-17 to INR 63.22 lakhs during FY 2017-18, a decrease of 37.28% over the previous financial year. In general, there was a lull in the steel market that resulted into decline in the total revenues.

Vibrant Global Salt Private Limited (Subsidiary)

Total revenue for the financial year 2017-18 is iNr 5,822.46 Lakhs as compared to INR 5,348.86 Lakhs in FY 2016-17, which is an increase of 8.85%. The Company recorded Loss of INR 113.20 during FY 201718 as compared to loss of INR 155.32 Lakhs in FY 2016-17. While Vibrant Global Salt Pvt Ltd (VGSPL) created facilities to Manufacture Double Fortified salt and also signed contract for substantial sales of this product, it has not really matured to its potential. VGSPL is working on this product segment vigorously that is expected to reap dividends in the coming year.

Vibrant Global Vidyut Private Limited (Associate Company)

There are no revenues for the FY 2017-18 and FY 2016-17. Losses are by virtue of operational expenses. Also, the Company has incurred loss on sale of asset of INR 15.21 lakhs during FY 2017-18.

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 of Directors of your Company do not recommend any dividend for FY 2017-18.

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, 2018.

MIGRATION TO MAIN BOARD

During the year under review, following receipt of BSE’s approval, your Company migrated from SME Platform of BSE Limited to Main Board of BSE Limited effective from 23 February 2018, after having presence on SME exchange for over 3 years.

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 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 Company’s 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

VGCL’s 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 Company’s 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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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.

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 23rd 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 2017-18.

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 2017-18, 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

Remuneration from

Remuneration from

Vibrant Global Trading

Vibrant Global Salt

Vibrant Global

Private Limited

Private Limited

Infraproject Private

(in INR)

(in INR)

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, 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

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 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. 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.

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 2017-18.

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

The Company has appointed 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.

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 23rd Annual General Meeting.

The Company has received Letter from M/s. Agrawal & Kedia, Chartered Accountants, to the effect that their appointment, is 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

The Company has considered and approved further Investment in Vibrant Global Salt Private Limited (Subsidiary Company) (“VGSPL”) by way of purchase of 7,00,000 Equity Shares in VGSPL. By way of this proposed Investment, VGSPL will become wholly-owned Subsidiary of the Company.

Except mentioned-above, 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 2017-18:

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 Company’s 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 2017-18, 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, 2018 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

August 28, 2018

Director’s Report