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Vaibhav Global Ltd.

BSE: 532156 Sector: Consumer
NSE: VAIBHAVGBL ISIN Code: INE884A01027
BSE 11:51 | 27 Jan 503.15 -13.55
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NSE 11:44 | 27 Jan 504.30 -11.20
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OPEN 505.00
PREVIOUS CLOSE 516.70
VOLUME 17909
52-Week high 1057.70
52-Week low 480.60
P/E 93.70
Mkt Cap.(Rs cr) 8,247
Buy Price 502.75
Buy Qty 1.00
Sell Price 503.25
Sell Qty 16.00
OPEN 505.00
CLOSE 516.70
VOLUME 17909
52-Week high 1057.70
52-Week low 480.60
P/E 93.70
Mkt Cap.(Rs cr) 8,247
Buy Price 502.75
Buy Qty 1.00
Sell Price 503.25
Sell Qty 16.00

Vaibhav Global Ltd. (VAIBHAVGBL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 32nd Annual Report on the affairs of theCompany together with the Audited Financial Statements for the financial year ended 31March 2021.

Financial Performance and Highlights

The audited financial statements (standalone and consolidated) prepared by the Companyin accordance with the Indian Accounting Standards [Ind AS] are provided in the AnnualReport of the Company. The highlights of financial performance (standalone andconsolidated) of the Company for the year ended 31 March 2021 are as follows:

(Rs in lacs)

Particulars

Standalone (FY)

Consolidated (FY)

2020-21 2019-20 2020-21 2019-20
Revenue from Operations and Other Income 46173.52 54286.04 255777.00 200100.25
Less: Operating Cost 40362.96 39957.68 216983.97 172465.05
Operating Profit / PBDIT 5810.56 14328.36 38793.03 27635.20
Less: Finance Cost 178.88 649.98 462.94 864.83
Less: Depreciation & Amortisation Expenses 513.34 409.94 3913.82 3136.21
Profit Before Tax (PBT) 5118.34 13268.44 34416.27 23634.16
Less: Tax Expenses 435.23 531.52 7240.93 4608.43
Profit After Tax (PAT) 4683.11 12736.92 27175.34 19025.73
Other Comprehensive Income (Net of Tax) (34.04) 19.89 (220.65) 2374.86
Total Comprehensive Income 4649.07 12756.81 26954.69 21400.59

A detailed discussion on financial and operational performance of the Company is givenunder "Management Discussion and Analysis Report" forming part of this Report.

Business Review

Vaibhav Global Limited is an established player in the global retail space withpresence in the US and UK markets and an extensive supply chain spread over 30 countries.We are a vertically integrated fashion retailer with multi-channel presence acrosswell-integrated platforms comprising proprietary TV home-shopping channels e-commercewebsites mobile apps smart TV OTT platforms social media platforms and third-partymarketplaces.

Fashion jewellery contributes nearly 69% to our retail revenue while a mix ofdifferent lifestyle products including home beauty fashion and accessories and lifestyleproducts make up the rest. We constantly enrich our product mix as a result of which thecontribution of products other than fashion jewellery to the total revenue is growing at anotable rate. Our enhanced portfolio not only increases our value proposition to thecustomer but also enables a greater customer engagement. Our retail brands -Shop LC (US)and Shop TJC (UK) - command a strong brand recall especially in the value segment.

For more details please refer to the Business Overview section in the ManagementDiscussion and Analysis Report which forms a part of the Board's Report.

COVID-19

The COVID-19 crisis disrupted the entire global economy during FY21. Despite thelockdown guidelines across different geographies the Company was able to maintainuninterrupted retail operations at both Shop LC in the US and Shop TJC in the UK. We wereable to make up for the disruptions in sourcing countries that occurred due to lockdownsin China and India because of our robust and efficient supply chain that extends across30+ countries and include the local procurement channels in the countries in which weoperate. While resuming operations in sourcing countries we followed the directivesissued by the authorities from time to time and also put in place various safety measuresat all units like social distancing sanitisation of place and people compulsory masketc. to ensure the safety of our employees. A large segment of our employees worked fromhome and we provided various amenities and support to make this transition comfortable.

We leveraged our global supply chain and efficient inventory management system to tideover the challenges caused by the pandemic. During Q1 of FY21 we were able to marketessential products like face masks personal care items food products and other goodsgiven our agility in sourcing in a timely and efficient manner.

Overall our business demonstrated encouraging performance driven by stringent costoptimisation and efficiency improvements. Despite the pandemic we were able to register asubstantial growth in consolidated top and bottom line preserved jobs paid adequateremuneration to our employees and quarterly dividend to the investors.

The second wave of COVID in India started during Q1 of FY22 may further impact theIndian economy. The Company shall continue its operations as per the directives to beissued by the authorities from time to time. We are hopeful and confident that we will beableto manage our retail business uninterrupted with our robust global supply chain systemand agile planning and executions.

Dividend

The Board of Directors of your company is pleased to recommend a final dividend of Rs1.50/- per equity share of the face value of Rs 2/- each (@75%) for the financial year2020-21 for the approval of the equity shareholders at the ensuing Annual General Meeting(AGM). The dividend if approved at 32nd AGM will be paid to those members who will bethe members of the Company on the book closure date i.e. 2 July 2021.

During the year under review 1 st interim dividend of Rs 5/- per equity share of theface value ofRs 10/- each (@50%) 2nd interim dividend ofRs 5/- per equity share of theface value ofRs 10/- each (@50%) and 3rd interim dividend ofRs 7.50/- per equity share ofthe face value ofRs 10/- each (@75%) were paid as declared by the Board of Directors inits meetings held on 30 July 2020 29 October 2020 and 29 January 2021 respectively.

Cumulatively the total dividend outgo for the financial year 2020-21 amounts to Rs81.30 crores and the dividend payout is 30% of consolidated free cash flow.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘SEBI (LODR) Regulations') is available on the Company's website athttps://www.vaibhavglobal.com/code-policies

Transfer to Reserve

The Board of Directors have decided to retain the entire amount of profits for FY2020-21 in the profit and loss account and not to transfer any amount to the Reserves forthe year under review.

Change in Capital Structure

a) Authorised Share Capital: During the year under review there has been no change inthe authorised share capital of the Company.

b) Issued and Subscribed Share Capital: The Company has allotted 223806 equity sharesofRs 10/- each to eligible employees under Vaibhav Global Limited Employee Stock OptionsPlan (As Amended) - 2006 in different tranches through Vaibhav Global Employee StockOption Welfare Trust pursuant to the exercise of stock options. Further the Company hasnot issued shares with differential voting rights.

Employees Benefit Scheme(s)

a) Employee Stock Options Plan (As Amended) - 2006: During the year under review405900 stock options convertible into equal number of equity shares of Rs 10/- each havebeen granted to the eligible employees of the Company and its subsidiaries under‘Vaibhav Global Limited Employee Stock Options Plan (As Amended) - 2006'(hereinafter referred to as ‘ESOP-2006') in different trenches.

b) Restricted Stock Unit Plan - 2019: The Company has not granted any stock unit under‘Vaibhav Global Limited Restricted Stock Unit Plan - 2019' (hereinafter referred toas ‘RSU-2019') during the year under review.

c) The shareholders vide resolutions dated 21 March 2021 through postal ballotapproved ‘Vaibhav Global Limited Management Stock Option Plan-2021' (hereinafterreferred to as ‘MSOP-2021 ') and ‘Vaibhav Global Limited Employees Stock OptionPlan-2021' (hereinafter referred to as ‘ESOP-2021 ').

All employees benefit schemes of the Company i.e. ESOP- 2006 RSU-2019 MSOP-2021 andESOP-2021 are in compliance with SEBI (Share Based Employee Benefits) Regulations 2014.The required details pertaining to said schemes are available on the Company's website:http://www.vaibhavglobal.com/esop

The Auditors' certificate on the implementation of abovesaid schemes in accordance withSEBI (Share Based Employees Benefits) Regulations 2014 will be made available at the AGMelectronically.

Sub-division of Equity shares

The Board of Directors of the Company in its meeting held on 22 March 2021 has approvedthe sub-division of 1 (One) Equity Share of face value of Rs 10/- (Rupees Ten) each to 5(Five) Equity Shares of face value of Rs 2/- (Rupees Two) each subject to the approval ofthe shareholders of the Company. The Company sought approval of the shareholders underSection 61 (1 )(d) oftheAct byway of postal ballot for said subdivision andconsequential amendment to the Capital Clause of the Memorandum of Association of theCompany. The same were approved by the shareholders on 24 April 2021. The sub-dividedshares have been listed under new ISIN i.e. INE884A01027 on BSE Limited and National StockExchange of India Limited and effective from 10 May 2021 as record date fixed by theCompany. Pursuant to aforesaid sub-division the paid-up share capital of the Company ofRs325814140/- consisting of 32581414 Equity Shares of face value ofRs 10/- each havesub-divided into 162907070 Equity Shares of face value ofRs 2/- each.

Consequent to said sub-division of shares the exercise price for all outstandingoptions/units and the number of options/ units which were available for grant and thosealready granted but not exercised (vested and unvested) as on the Record Date haveproportionately adjusted under all employee benefit schemes of the Company.

Credit Rating

During the year under review the Company's credit rating for long-term bank facilitieswere reaffirmed as CARE A- (A minus) with Outlook - Positive (revised from Stable) whichdenotes adequate degree of safety regarding timely servicing of financial obligations. Theshort-term bank facilities for forward contract were assigned as CARE A2+ (A Two Plus)and for bank guarantees were reaffirmed as CARE A2+ (A Two Plus) which denotes strongdegree of safety regarding timely servicing of financial obligations.

Holding and Subsidiary Companies

A. Holding Company:

Brett Enterprises Private Limited holds 18172764 equity shares representing 55.85%shareholding ofthe Company is a holding Company of Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has the following subsidiaries and step- down subsidiaries:

Subsidiaries

a) VGL Retail Ventures Ltd (formerly: Genoa Jewelers Limited) Mauritius a 100%subsidiary ofthe Company which in turn holds 100% in Shop TJC Limited UK.

b) STS Jewels Inc. USA a 100% subsidiary ofthe Company engaged in selling jewelleryto departmental stores TV channels and others in USA on wholesale basis.

c) STS Gems Limited Hong Kong a 100% subsidiary ofthe Company engaged in outsourcingjewellery and lifestyle products primarily for the group which in turn holds 100% in PT.STS Bali and STS (Guangzhou) Trading Limited.

d) STS Gems Thai Limited a 100% subsidiary ofthe Company engaged in outsourcingproducts for the group.

e) STS Gems Japan Limited a 100% subsidiary of the Company engaged in outsourcingproducts forthe group.

f) Vaibhav Vistar Limited a 100% subsidiary ofthe Company engaged in fashionjewellery and lifestyle products.

g) Vaibhav Lifestyle Limited a 75% subsidiary of the Company engaged in manufacturingand export of textiles.

Step-down Subsidiaries

a) Shop TJC Limited UK (formerly: The Jewellery Channel Ltd.) a wholly-ownedstep-down subsidiary of the Company engaged in the sale and marketing of fashionjewellery and lifestyle accessories through electronic media and operates a dedicated 24x7TV shopping channel and internet shopping website (www.tjc.co.uk) and also a mobile app inthe UK.

b) Shop LC Global Inc. USA (a 100% subsidiary of Shop TJC Limited UK) a wholly-ownedstep-down subsidiary of the Company engaged in marketing of fashion jewellery andlifestyle accessories through electronic media and operates a dedicated 24x7 TV shoppingchannel and internet shopping website (www.shoplc.com) and also a mobile app in the US.

c) PT. STS Bali a wholly-owned step-down subsidiary ofthe Company engaged inoutsourcing products forthe group.

d) STS (Guangzhou) Trading Limited a wholly-owned stepdown subsidiary of the Companyengaged in the business of export and import trading primarily for the group.

e) Shop LC GmbH Germany (a 100% subsidiary of Shop TJC Limited UK) a wholly-ownedstep-down subsidiary ofthe Company engaged in marketing of fashion jewellery andlifestyle accessories.

Change in Subsidiaries/Stepdown Subsidiaries

During the year under review the following subsidiaries/ stepdown subsidiaries wereincorporated/acquired:

a) Vaibhav Vistar Limited a 100% subsidiary ofthe Company was incorporated on 2December 2020.

b) Vaibhav Lifestyle Limited a 75% subsidiary ofthe Company was incorporated on 5December 2020

c) Shop LC GmbH Germany a 100% subsidiary of Shop TJC Limited UK was acquired on 9March 2021.

There is no associate company within the meaning of Section 2(6) ofthe Companies Act2013 (hereinafter referred to as ‘the Act'). There has been no material change in thenature ofthe business ofthe subsidiaries except incorporation/acquisition of abovementioned subsidiaries during the year.

Consolidated Financial Statements

The consolidated financial statements ofthe Company and all the subsidiaries form apart of this Annual Report and have been prepared in accordance with Section 129(3) oftheAct. Pursuant to Section 136 of the Act the financial statements for the financial yearended 31 March 2021 in respect of each subsidiary are also available on the website of theCompany i.e. www.vaibhavglobal.com. A copy of the said financial statements shall beprovided to shareholders upon request. A separate statement containing salient featuresofthe financial statements of company's subsidiaries in prescribed format AOC-1 which alsoprovides details of the performance and financial position of each of the subsidiaries isannexed as Annexure 1 to this report.

Directors and Key Managerial Personnel (KMP)

The shareholders at 31st Annual General Meeting held on 30 July 2020 have re-appointedMr. Sunil Goyal (DIN: 00110601) as an Independent Director of the Company for a secondterm commencing from 8 March 2020 to 7 March 2025 and appointed Ms. Monica Justice (DIN:08469874) as Non- Executive Independent woman Director ofthe Company to hold office for aterm of two years commencing from 6 September 2019 to 5 September 2021.

The Board upon the recommendation of the Nomination Remuneration and Compensation(NRC) Committee in its meeting held on 29 October 2020 has appointed Mr. Sanjeev Agrawal(DIN: 00092746) as an Additional Directors under the category of Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation with effect from 29October 2020. He holds the office of Director till the date of forthcoming Annual GeneralMeeting. His candidature has been received by the Company for regularisation as a Directorofthe Company in the ensuing Annual General Meeting. The Company has received consent inwriting from him to act as Director in Form DIR- 2 and intimation in Form DIR-8 to theeffect that he is not disqualified u/s 164(2) to act as Director. He is eligible to beappointed as Director of the Company and his appointment requires the approval of Membersat the ensuing Annual General Meeting. Hence considering the skill knowledge expertiseand vast & relevant experience of Mr. Sanjeev Agrawal the NRC Committee and the Boardhave recommended his appointment as a director ofthe Company liable to retire byrotation for the approval ofthe Shareholders ofthe Company.

Pursuant to the requirements of the Act and Articles of Association ofthe Company Mr.Pulak Chandan Prasad (DIN: 00003557) is liable to retire by rotation at ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. The Board ofDirectors has recommended his re-appointment for the approval of the shareholders of theCompany in the forthcoming Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Act Mr. Sunil Agrawal ManagingDirector Mr. Vineet Ganeriwala Group Chief Financial Officer and Mr. Sushil SharmaCompany Secretary are the Key Managerial Personnel of the Company as on 31 March 2021.During the year under review there has been no change in the Key Managerial Personnel.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Act the Board has carried out an annual performanceevaluation of its own performance board committees and of the directors individually(including Independent Directors) as per the criteria defined in the Nomination andRemuneration policy and expressed its satisfaction. The Independent Directors in theirmeeting have evaluated the performance of Non-Independent Directors and the Board as awhole and Chairman of the Board. Furthermore the Board is of the opinion that Independentdirectors of the company are persons of high repute integrity & possess the relevantexpertise skill & experience qualification in their respective fields. The criteriaof evaluation and directors' skill/expertise etc. are described in the ‘CorporateGovernance Report' and forms a part of this Report.

The Nomination and Remuneration Policy of the Company containing selection andremuneration criteria of directors senior management personnel and performance evaluationof Directors/ Board/Committees/Chairman has been designed to keep pace with the dynamicbusiness environment and market-linked positioning. The policy has been duly approved andadopted by the Board pursuant to the recommendations ofthe Nomination Remuneration andCompensation Committee ofthe Board. The Policy is available on the Company's website athttps://www. vaibhavglobal.com/code-policies

b) Board Meetings

During the year five (5) Board Meetings were convened and held the details of whichare given in the ‘Corporate Governance Report' forms a part of this Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed under theAct.

c) Committees of the Board

Details of the committees along with their composition charters and meetings heldduring the year are provided in the ‘Corporate Governance Report' forms a part ofthis Report. During the financial year 2020-21 the Board has accepted all therecommendations of its Committees.

d) Declaration by Independent Directors

All Independent Directors of the Company have given declarationsthatthey meet thecriteria of independence as laid down under Section 149(6) ofthe Act and Regulation 16(1)(b) of SEBI (LODR) Regulations. Further all necessary declarations with respect toindependence have been received from all the Independent Directors and also received theconfirmation that they have complied with the Code for Independent Directors prescribed inSchedule IV to the Act. The terms and conditions for the appointment of the IndependentDirectors are given on the website ofthe Company. The Board is ofthe opinion thatIndependent directors ofthe company fulfil the conditions specified in the Act and theSEBI (LODR) Regulations and that they are independent ofthe management.

e) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directorsto enhance the quality of its performance. The Company considers increasing diversity atBoard level as an essential element in maintaining a competitive advantage in the complexbusiness that it operates. The identified key skills/expertise/competencies ofthe Boardand mapping with individual director are provided in the ‘Corporate GovernanceReport' forms a part of this Report.

f) Board Policies/Codes

The Company has duly framed the policies and codes which are required underthe ActSEBI (LODR) Regulations and other Laws/Rules/Regulations as applicable on the Company. Thepolicies/codes as required to disclose on the website ofthe Company are available athttps://www. vaibhavglobal.com/code-policies

Corporate Social Responsibility (CSR)

Pursuant to Section 135 ofthe Act the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee to formulate and recommend to the Board a CorporateSocial Responsibility (CSR) policy which shall indicate the activities to be undertaken bythe Company as specified in Schedule VII of the Act to recommend the amount ofexpenditure to be incurred on the activities and to monitor the CSR policy of the Companyfrom time to time. The Company has developed and implemented a CSR Policy whichcontaining projects and programs. The Company has amended CSR policy to incorporate theregulatory changes made in Section 135 of the Act and rules made thereunder. The amendedpolicy is available on Company's website at https://www.vaibhavglobal. com/code-policies

Your Company has contributed a sum of Rs 164.59 lacs to various social institutions inthe field of mid-day meals education etc. A report on CSR activities i.e. initiativestaken during the year in the prescribed format as required under section 134(3)(o) readwith section 135 inter-alia contains composition of the CSR committee is annexedherewith as Annexure 2 which forms a part of this Report.

The other initiatives undertaken by the Company and its subsidiaries forthe help ofthecommunity over and above the statutory requirements are highlighted under ‘CSRActivities' section ofthe Management Discussion and Analysis Report.

Awards and Recognitions

During the year under review your Company has received the following awards andcertifications:

1. Adjudged as the ‘Best Governed Company' by The Institute of Company Secretariesof India under Listed Companies (Emerging Category) at 20th ICSI National Award forExcellence in Corporate Governance.

2. Received ‘Gold certification' for three years under IGBC Green Factory BuildingRating System from Indian Green Building certification.

3. Received ‘LEED Platinum Certification' under LEED V4 O&M for SEZ buildingof the Company in Jaipur from US Green Building Council.

4. Certified as a ‘Great Workplace' from Great Place to Work Institute Indiafor April 2021 to March 2022.

Deposits

During the year under review your Company has not accepted any deposit withinthemeaning ofSection 73 and 74 oftheAct read with the Companies (Acceptance of Deposits)Rule 2014. There are no outstanding deposits as on 31 March 2021.

Particular of Loans Guarantees and Investment

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Act are given in the respective notes to the standalone financialstatements of the Company.

Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis in the ordinary course of business and were in compliance with theapplicable provisions oftheAct and the SEBI (LODR) Regulations. There are no materialsignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons and their relatives which may have apotential conflict with the interest of the Company at large. Particulars of contracts orarrangements with related parties referred to Section 188(1) of the Act in the prescribedform AOC-2 is annexed herewith as Annexure 3.

All related party transactions are placed before the Audit Committee and the Board ofDirectors for their review and approval. Prior omnibus approval of the Audit Committee isobtained on an annual basis for the transactions which are planned/repetitive in natureand omnibus approvals are taken as perthe policy laid down for unforeseen transactions.Related party transactions entered into pursuant to the omnibus approval so granted areplaced before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.

The Board has also framed a policy on related party transactions and a policy onMaterial Subsidiaries. These are available on the Company's website athttps://www.vaibhavglobal.com/ code-policies

Internal Control Systems and their Adequacy

The internal control framework is designed to ensure proper safeguarding of assetsmaintaining proper accounting records and providing reliable financial information andother data. This system is supplemented by internal audit reviews by the management anddocumented policies guidelines and procedures. The Company has a well-definedorganisational structure authority levels internal rules and guidelines for conductingbusiness transactions. The Company intends to undertake further measures as necessary inline with its intent to adhere to the procedures guidelines and regulations asapplicable in transparent manner.

During the year under review Deloitte Touche Tohmatsu India LLP were engaged asInternal Auditor of the Company. They carried out the internal audit of the Company'soperations and reported its findings to the Audit Committee. Internal auditor alsoevaluated the functioning and quality of internal controls and provided assurance of itsadequacy and effectiveness through periodic reporting. Internal audit was carried out asper risk-based internal audit plan which was reviewed by the Audit Committee of theCompany. The Committee periodically reviewed the findings and suggestions for improvementand was apprised on the implementation status in respect of the actionable items.

For more details please refer ‘Internal Controls and their Adequacy' section ofthe Management Discussion and Analysis Report a part of this Report.

Risk Management

The Company has in place a Risk Management framework to identify evaluate and monitorbusiness risks and challenges across the Company that seek to minimise the adverse impacton business objectives and capitalise on opportunities. The Company's success as anorganisation largely depends on its ability to identify such opportunities and leveragethem while mitigating the risks that arise while conducting its business.

The Company has also framed developed and implemented a Risk Management policy toidentify the various business risks. This framework seeks to create transparency minimiseadverse impact on business objectives and enhance the Company's competitive advantage. Therisk management policy defines the risk management approach across the enterprise atvarious levels including documentation and reporting. The risk management committeemonitor and review the risk management plan and to perform functions as defined under theAct and SEBI (LODR) Regulations. During the year the committee inter-alia reviewed therisk management policy of the Company and cyber security/IT controls of the Company.

For more details please refer ‘Risk Management' section of the ManagementDiscussion and Analysis Report a part of this Report.

Auditors and Auditors' Report

A. Statutory Auditors

M/s B S R & Co. LLP Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) statutory auditors ofthe Company have submitted Auditors' Report on thefinancial statements (standalone and consolidated) of the Company for the financial yearended 31 March 2021 which forms a part of this Annual Report.

The Reports does not contain any qualification reservation adverse remark ordisclaimer. Information referred to in the Auditors' Reports are self-explanatory and donot call for any further comments.

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 M/s Vinod Kothari & Company Practicing CompanySecretaries have been appointed as Secretarial Auditors of the Company to conduct thesecretarial audit of the Company for the financial year 2020-21. The Secretarial AuditReport for the financial year 2020-21 is attached herewith as Annexure 4.

There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditors in their Report. Information referred to in the Secretarial Auditors'Report are self-explanatory and do not call for any further comments.

C. Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Act is not applicable to the Company.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Internal Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employees to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in this Report.

Investor Relations

Your Company interacted with Indian and overseas investors and analysts throughone-on-one meetings and regular quarterly meetings during the year. Earnings calltranscripts on quarterly meetings are posted on the website of the Company.

Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition ofInsiderTrading) Regulations 2015 (‘SEBI (PIT) Regulations') the Board has adopted acode of conduct to regulate monitor and report trading by Designated Persons to preservethe confidentiality of price sensitive information to prevent misuse thereof and regulatetrading by designated persons. It prohibits the dealing in the Company's shares by thepromoters promoter group directors designated persons and their immediate relativesand connected persons while in possession of unpublished price sensitive information inrelation to the Company and during the period(s) when the Trading Window to deal in theCompany's shares is closed. Pursuant to the above the Company has put in place adequateand effective system of internal controls to ensure compliance with the requirements ofthe SEBI (PIT) Regulations. The code is available on the Company's website at https://www.vaibhavglobal.com/code-policies

The Board of Directors have also formulated a code of practices and procedures for fairdisclosure of unpublished price sensitive information containing policy for determinationof ‘legitimate purposes' as a part of this Code which is available on the Company'swebsite at https://www.vaibhavglobal.com/ code-policies

Prevention of Sexual Harassment at Workplace

Your Company is fully committed to uphold and maintain the dignity of women working inthe Company. The Company has zero tolerance for sexual harassment at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace as per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and Rules made thereunder. In linewith the same the Company has formulated an Anti- Sexual Harassment Policy(‘Policy'). All employees (permanent contractual temporary and trainees) arecovered under this policy. An Internal Complaints Committee (ICC) constituted under thepolicy is responsible for redressal of complaints related to sexual harassment at theworkplace. The policy is available on the Company's website at https://www.vaibhavglobal.com/code-policies

During the year under review the Company has not received any complaint pertaining tosexual harassment.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy (‘Policy') todeal with instances of fraud and mismanagement if any. The policy has a systematicmechanism for directors and employees to report concerns about unethical behaviour actualor suspected fraud or violation of the Company's code of conduct or policy. The policy isavailable on the Company's website at https://www.vaibhavglobal.com/ code-policies

During the year under review the Company has not received any complaint under thispolicy.

Trade Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The Directors wish to place on record their appreciation for the valuablecontribution made by the employees of the Company.

Particular of Employees

The information required under Section 197(12) ofthe Act read with Rule 5 oftheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure 5.

Annual Return

Pursuant to the provisions of Section 92(3) of the Act read with Companies (Management& Administration) Rules 2014 the annual return in the prescribed form is availableon the website of the Company at https://www.vaibhavglobal.com/agmegmpostal-ballot-notices

Corporate Governance Report

A report on Corporate Governance and Certificate from the Company Secretary in Practiceconfirming compliance of conditions as stipulated underSEBI (LODR) Regulations forms anintegral part of this Annual Report. The Managing Director of the Company has confirmedand declared that all the members of the Board and the senior management personnel haveaffirmed compliance with the code of conduct.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the financial conditions and resultsof operations of the Company for the year under review as required under regulation34(2)(e) of SEBI (LODR) Regulations is being given separately and forms a part of thisAnnual Report.

Business Responsibility Report

The Business Responsibility Report describing the initiatives taken by the Company froman environmental social and governance perspective in a specified format is being givenseparately and forms a part of this Annual Report. The said report is also available onthe website of the Company.

Secretarial Standards

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (‘ICSI') and that such systems were adequate and operatingeffectively and the Company has complied with all applicable Secretarial Standards duringthe year under review.

Listing of Shares

The shares of the Company are listed on BSE Limited and National Stock Exchange ofIndia Limited and the listing fee for the year 2021-22 has been duly paid.

Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) oftheAct in preparation ofannual accounts for the financial year ended 31 March 2021 and state that:

a) in the preparation of the annual accounts for the financial year ended 31 March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2021 and profit of theCompany for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions oftheAct for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls have been laid down which are adequate and wereoperating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Unclaimed Dividend

Section 124 of the Act read with Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') mandates that thecompanies to transfer the amount of dividend which remained unclaimed for a period ofseven years from the unpaid dividend account to the Investor Education and ProtectionFund (IEPF). Further the Rules also mandate that the share on which dividend has not beenpaid or claimed for seven consecutive years or more be transferred to the IEPF.

The detail of unclaimed dividends and their corresponding shares would become eligibleto be transferred to IEPF on the dates mentioned below:

Year Type of dividend Dividend per share (Rs) Date of declaration Due date of transfer Unclaimed dividend as on 31 March 2021 (Rs)
2014-15 Interim dividend 2.40 11 November 2014 16 December 2021 32764.80
2018-19 Interim dividend 5.00 29 October 2018 5 December 2025 66850.00
2018-19 Final dividend 5.00 30 July 2019 31 August 2026 68325.00
2019-20 Interim dividend 7.00 29 January 2020 3 March 2027 89208.00
2019-20 Special Interim dividend 19.74 19 March 2020 25 May 2027 287098.56
2019-20 Final dividend 7.00 30 July 2020 5 September 2027 76598.00
2020-21 1st Interim dividend 5.00 30 July 2020 4 September 2027 57523.00
2020-21 2nd Interim dividend 5.00 29 October 2020 3 December 2027 71088.00
2020-21 3d Interim dividend 7.50 29 January 2021 4 March 2028 57824.50*

* unclaimed as on 12 May 2021. The Company has issued demand draft to the shareholderswhose banking detail were not updated. The said amount shall be adjusted accordingly fordemand drafts which will remain uncashed if any after completion of three months fromtheir issue date.

During the years under review the Company has not transferred any unclaimed dividendand shares to IEPF.

The Company sends periodic intimation to shareholders advising them to lodge theirclaims with respect to unclaimed dividend. Shareholders may note that both the unclaimeddividend and corresponding shares to be transferred to IEPF including all benefitsarising on such shares if any can be claimed from IEPF following the procedureprescribed in the Rules. No claim shall lie in respect thereof with the Company.

Mr. Sushil Sharma Company Secretary has been appointed as nodal officer to ensurecompliance with the IEPF Rules. The contact details of nodal officer and detail ofunpaid/unclaimed dividend are available on the website of the Company i.e.vaibhavglobal.com/unpaid-dividend

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status of the Company.

Significant changes occurred during the Current year

There are no material/significant changes occurred between the end of the financialyear 2020-21 and the date of this report which may impact the financial position of theCompany. However the following changes have been occurred:

1. Sub-division of equity shares of the Company.

2. Amendment in the capital clause of the Memorandum of Association of the Companyconsequent to sub-division of equity shares.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosures to be made under Section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 are as under:

A. Conservation of energy

The operations of the Company are not energy intensive. However the Company alwaysfocuses on conservation of energy wherever possible. The energy conservation teamcontinuously meets conducts studies verifies and monitors the consumption andutilisation of energy including identification of energy conservation areas in differentmanufacturing units of the Company.

(i) Steps taken by the company for utilising alternate sources of energy:

• Renewable Energy

The Company focusses to use maximum renewable energy. We started our journey with 100kw rooftop solar project in 2014. The Company commissioned 1.30 mwand 1.55 mw solarprojects in 2020 and 2021 respectively which increased its total solar capacity to 3.23mw. The commissioning certificate for 0.45 mw is applied and awaited. With this theCompany will address its 100% power requirements through renewable energy for its Jaipurmanufacturing units.

• Green Building

Our manufacturing unit at the Special Economic Zone in Jaipur Rajasthan received LEEDPlatinum certification under the LEED V4 Building Operations and Maintenance from US GreenBuilding Council: Existing Buildings (LEED O+M) rating system. The SEZ building is theonly manufacturing unit in Rajasthan and one of the only two such units across Indiacertified as LEED Platinum under LEED V4 O+M.

• Water Management

Installed rainwater harvesting structures enabling ~52 lacs litres of water harvestingacross ~95000 sq. ft. during FY21.

Set up of ETP/STP plant at the premises to ensure maximum recycling and reuse of waterin the process. We recycle 43 kl per day equivalent to ~15000 kl annually.

• Bio-diversity

We have accelerated efforts to enhance the green coverage at our plants andsurroundings. During the year we planted ~1100 trees taking our cumulative plantation toover 4000 trees.

(ii) Capital investment on energy conservation equipment:

During the year Rs 534.23 lacs incurred for solar project till 31 March 2021.

B. Technology Absorption

(i) The efforts made towards technology absorption:

Your Company possesses an in-house research and development team which is continuouslyworking towards more efficient jewellery production improved processes and betterdesigns. Your Company constantly strives for the latest technology for its manufacturingprocesses. Towards technology and process upgradation in different segments the Companyhas installed following technologies during the year:

a) Laser engraving and cutting Machine - The machine is used for personalised jewellerymanufacturing which engrave Jewellery items as per customer requirement.

b) Koras Electro Polish Machine - The machine is used for gold jewellery polishingwhich reduce 50% manual polishing effort as well as decrease gold loss.

c) GB Machine - Installation of GB making machine enabled in-house manufacturing ofspares.

d) Stone engraving machine - The machine is used for engraving different designs on gemstones.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The steps taken towards technology absorption by the company helped to improve itsprocesses product and reduce cost.

(iii) Imported technology: The Company has imported Laser engraving and cuttingMachine Koras Electro polish Machine during the year under review which have been fullyabsorbed.

(iv) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo during the year under review isas under:

Sr. No. Particulars Rs in lacs
1 Foreign exchange earnings 45465.99
2 Foreign exchange used 27996.10

Acknowledgement

Your Directors acknowledge with gratitude and wish to place on record its appreciationfor the dedication and commitment of the Company's employees at all levels which hascontinued to be our major strength.

We also take this opportunity to express our deep sense of gratitude to all governmentand non-government agencies bankers and vendors for their continued support and lookforward to have the same in the future too. We also express gratitude to shareholders forreposing their unstinted trust and confidence in the management of the Company.

We wish and pray for all to stay safe healthy and Happy!

For and on behalf of the Board of Directors
Harsh Bahadur
Place: Delhi Chairman
Date: 12 May 2021 DIN:00724826

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