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Vibrant Global Capital Ltd.

BSE: 538732 Sector: Financials
NSE: N.A. ISIN Code: INE761Q01015
BSE 00:00 | 17 May 52.20 2.45
(4.92%)
OPEN

49.75

HIGH

52.20

LOW

49.75

NSE 05:30 | 01 Jan Vibrant Global Capital Ltd
OPEN 49.75
PREVIOUS CLOSE 49.75
VOLUME 5553
52-Week high 76.50
52-Week low 42.15
P/E 3.18
Mkt Cap.(Rs cr) 120
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.75
CLOSE 49.75
VOLUME 5553
52-Week high 76.50
52-Week low 42.15
P/E 3.18
Mkt Cap.(Rs cr) 120
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vibrant Global Capital Ltd. (VIBRANTGLOCAP) - Director Report

Company director report

TO THE MEMBERS

The Directors of the Company take great pleasure in presenting the 26thAnnual Report on the business and operations of your Company and the Audited standaloneand consolidated financial statements for the financial year ended March 31 2021.

FINANCIAL HIGHLIGHTS

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

Particulars Consolidated Standalone
(INR in Lakhs) (INR in Lakhs)
2020-21 2019-20 2020-21 2019-20
Total Income 19610.10 19934.97 2313.79 76.76
Less: Expenditure & 16125.18 22487.06 263.00 2389.05
Depreciation
Profit/ (Loss) before Tax & 3484.92 (2552.11) 2050.79 (2312.29)
Profit/ (Loss) from Associates
Profit/ (Loss) from Associates (10.97) (1.14) - -
Profit/ (Loss) before Tax (PBT) 3473.95 (2553.23) - -
Less: Current Tax 53.22 5.94 14.93 1.87
Less: Deferred Tax (77.13) (94.39) 98.77 (185.88)
Profit/ (Loss) After Tax (PAT) 3497.86 (2464.78) 1937.09 (2128.27)
Paid-up Equity Share Capital 2290.74 1720.71 2290.74 2290.74
Reserves & Surplus 4661.62 1725.52 1263.59 (670.51)
Earning Per Share (in INR) 15.28 (14.16) 8.44 (9.29)

ACCOUNTING METHOD: ADOPTION OF IND AS

From FY 2019-20 the Consolidated and Standalone financial statements of the Companyhave been prepared in accordance with the Indian Accounting Standards as per Companies(Indian Accounting Standards) Rules 2015 as amended read with sections 129 and 133 ofthe Companies Act 2013 Act read with the Companies (Accounts) Rules 2014.

REVIEW OF OPERATIONS CONSOLIDATED INCOME AND PROFIT AFTER TAX:

The consolidated total income decreased from INR 19934.97 Lakhs to INR 19610.10 Lakhsduring current fiscal year which is decrease by 1.63%. The Company recorded profit (afterTax) of INR 3497.86 lakhs during fiscal year as compared to Loss (after Tax) ofINR 2464.78 Lakhs during FY 2019-20. Since the investment markets were conducivedespite adverse pandemic situation that marginally impacted turnover but the profitabilityregistered a significant turnaround.

STANDALONE INCOME AND PROFIT AFTER TAX:

The standalone total income increased to INR 2313.79 Lakhs during current fiscal yearas compared to INR 76.76 Lakhs during FY 2019-20. The Company recorded profit (after Tax)of INR 1937.09 Lakhs during fiscal year as compared to Loss (after Tax) of INR 2128.27Lakhs during FY 2019-20.

DIVIDEND

The Board of Directors of your Company do not recommend any dividend for FY 2020-21.

TRANSFER TO RESERVES

During FY 2020-21 INR 1934.10 Lakhs was transferred to reserves & surplus out ofwhich INR 387.42 lakhs was transferred to Statutory Reserves as per Section 45-IC of theReserve Bank of India Act 1934.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31 2021 your Company had 1 Wholly Owned Subsidiary 2 Subsidiaries and 1Associate Company.

1. Vibrant Global Infra project 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)

 

During the year under review Vibrant Global Capital Limited acquired further stake of1.61% in Vibrant Global Trading Private Limited. After this acquisition the Company holds86.61% as on 31st March 2021.

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES AND ASSOCIATE COMPANIES:

Vibrant Global Infra project Private Limited (Wholly Owned Subsidiary Company)

Total Income for the FY 2020-21 was INR 1106.44 Lakhs as compared to INR 35.36 Lakhsduring previous year. Profit after tax increased to INR 1065.04 Lakhs during FY 2020-21as compared to INR 17.75 Lakhs during previous year.

Vibrant Global Trading Private Limited (Subsidiary)

Total income for the FY 2020-21 was INR 9702.56 Lakhs as compared to INR 14623.76Lakhs during previous year. The Company made profit (after tax) of INR 360.68 Lakhs duringFinancial Year 2020-21 as compared to INR Loss (after tax) of INR 234.77 lakhs duringprevious year. While turnover was adversely effected due to the extraordinary CovidSituation in the country we could still maintain better profitability

Vibrant Global Salt Private Limited (Subsidiary)

Total income for the FY 2020-21 was INR 5974.90 Lakhs as compared to INR 5306.68Lakhs during previous year which is increase of 12.59%. The Company incurred loss (NetLoss after Tax) of INR 72.47 Lakhs during FY 2020-21 as compared to loss of INR 107.84Lakhs (Net Loss after Tax) during previous year 2019-20. While sales turnover improveddespite adverse pandemic situation due to higher demand but profitability could not beimproved due to pressure on selling prices because of higher supplies.

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

The Statement also provides details of performance financial positions of each ofSubsidiaries and Associate Companies. These documents will also be available forinspection during business hours at our Registered Office of the Company.

CHANGE IN THE NATURE OF BUSINESS

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

SHARE CAPITAL

During the year there was no change in the share capital of the Company. Theoutstanding issued subscribed and paid-up capital of the Company was INR 2290.74 Lakhsas on March 31 2021.

DEPOSITS

The Company being Non-Deposit accepting NBFC registered with the Reserve Bank of Indiaunder Section 45-IA of the Reserve Bank of India Act 1934 has not accepted deposits fromthe public falling within the ambit of Section 73 of the Companies Act 2013 and theCompanies (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 isannexed as Annexure 2 of the Board's Report.

PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

Risk Management is the process that can contribute progressively to organizationalimprovement by providing Management with a greater insight into risks and their impact.The Company has a robust Risk Management framework which proactively addresses risks andseizes opportunities so as to gain competitive advantage and protects and creates valuefor your stakeholders. The financial year 2020-21 as perhaps the most challenging yearever for financial institutions. The year witnessed major Risk events like liquidity andcredit crises and ended with a Black Swan event in the shape of COVID-19 Pandemic.

Over the years the Company has built a strong Risk Management Framework supported bywell-established policies and procedures. The Company was able to face up to theunprecedented challenges during the last year and emerge as a strong and stableorganization during turbulent times.

The details of the Risk Management with details of the principal risks and the plans tomitigate the same are given in the Risk Management section of the Management Discussionand Analysis Report

INTERNAL FINANCIAL CONTROLS

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

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

POLICIES

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

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

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 (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment of Mr. Ajay Garg:

On 23rd December 2020 Mr. Ajay Garg was appointed as Additional Directordesignated as Non-executive Non-Independent Director on the Board.

 

In the ensuing Annual General Meeting the Company is proposing to appoint Mr. AjayGarg as Director of the Company. The Board recommends his appointment by the members atthe ensuing AGM.

Re-appointment of Khushboo Pasari:

Tenure of Mrs. Khushboo Pasari will expire on August 21 2021 and hence Board hasapproved re-appointment of Mrs. Pasari as Non-executive Independent Director for another 5years effective from 11th August 2021 subject to approval of Members of theCompany in ensuing Annual General Meeting.

Retirement by Rotation by Board Of Directors

In accordance with the provisions of section 152(6) of the Companies Act 2013 and interms of Articles of Association of the Company Mr. Vinod Garg (DIN: 00152665) retires byrotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself forre-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 DisclosureRequirements) 2015 particulars of the Directors retiring by rotation and seekingreappointment at the ensuing Annual General Meeting is annexed to the notice convening 26thAnnual General Meeting.

Familiarization Program for Independent Directors:

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

Declaration by Independent Directors

The Company has obtained declarations from Independent Directors stating that they meetthe 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 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the 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 underreview.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM SUBSIDARY COMPANIES

During the Financial Year 2020-21 Mr. Vinod Garg Managing Director and Mr. VaibhavGarg Whole Time Director and Chief Financial Officer did not draw any remuneration fromSubsidiary Companies.

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

BOARD MEETINGS

During the year 10 (Ten) Board Meetings were held on various dates. Gap between twomeetings was within the period prescribed under the Act and rules made thereunder.

There was a separate meeting of Independent Directors.

BOARD EVALUATION

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

Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of theFramework of the Board Performance Evaluation the Nomination Remuneration andCompensation Committee and the Board of Directors have carried out an annual performanceevaluation of the Board itself performance of various Committees of the Board IndividualDirectors and the Chairman.

The Company has Policy for Evaluation of Performance of the Board of Directors. Alsothe Policy for Evaluation of Performance of the Board of Directors is uploaded on thewebsite of the Company.

Outcome of the evaluation

The Board of your Company was satisfied with the functioning of the Board and itscommittees. The committees are functioning well and besides their committee's terms ofreference as mandated by law important issues are brought up and discussed in thecommittee meetings. The Board was also satisfied with the contribution of directors intheir respective capacities which reflects the overall engagement of the individualdirectors.

COMMITTEES OF THE BOARD

Compositions of all Committees are as follows:

Audit Committee

Mr. Anand Khetan Chairman Non-Executive Independent Director
Mrs. Khushboo Pasari Member Non-Executive Independent Director
Mr. Vinod Garg Member Executive Director

Nomination and Remuneration/ Compensation Committee ("NRC")

Mr. Anand Khetan Chairman Non-Executive Independent Director
Mrs. Khushboo Pasari Member Non-Executive Independent Director
Mr. Varun Vijaywargi Member Non-Executive Independent Director
Mr. Vinod Garg Member Executive Director

Stakeholders Relation Committee

Mr. Anand Khetan Chairman Non-Executive Independent Director
Mrs. Khushboo Pasari Member Non-Executive Independent Director
Mr. Vinod Garg Member Executive Director

REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration/ CompensationCommittee framed a Remuneration Policy for Directors Key Managerial Personnel and SeniorManagement. The Remuneration Policy is provided as Annexure 3.

RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Companyduring the financial year with related parties were on an arm's length basis and in theordinary 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 theprovisions of the Act on materiality of related party transaction.

Details of Related Party Transactions are given in the note No. 36 to the StandaloneFinancial Statements. Also Form AOC-2 on Related Party disclosures for the year underreview 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 thisAnnual Report.

CORPORATE GOVERNANCE

As required under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI LODR 2015) a Report onCorporate Governance along with a Certificate of Compliance from Practicing CompanySecretary form part of this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual return in Form MGT 9 is uploaded on website of the Company. Web linkof 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 andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. H.Roshan & Associates Practicing Company Secretaries Nagpur Maharashtra to undertakethe Secretarial Audit of the Company for the Financial Year 2020-21.

The Secretarial Audit Report given by M/s H. Roshan & Associates Nagpur for theyear under review is annexed herewith as Annexure 5 is self-explanatory and do not callfor any further comments. The Annual Secretarial Compliance Report for the financial year2020-21 has also been submitted to the BSE.

STATUTORY AUDITORS AND AUDITORS' REPORT

In accordance with provisions of Section 139(1) of the Companies Act 2013 M/s. Agrawal& Kedia Chartered Accountants Nagpur Maharashtra (FRN: 100114W) has been appointedas statutory auditors of the company for 5 consecutive financial years i.e. commencingfrom the conclusion of 22nd Annual General Meeting till the conclusion of 27thAGM.

Pursuant to amendment in Section 139(1) of the Companies Act 2013 the ratification ofappointment of statutory auditors is not required in the ensuing 26th AnnualGeneral Meeting.

M/s. Agrawal & Kedia Chartered Accountants Nagpur (FRN: 100114W) has submittedtheir eligibility and under section 141 of the Companies Act 2013 and the rules madethereunder to the Board of Directors and are eligible to continue appointment as StatutoryAuditors for the FY 2021-22.

M/s. Agrawal & Kedia Statutory Auditors have submitted Auditor's Report withunmodified opinion and unmodified figures for the financial year ended March 31 2021 incompliance of Reg. 33(1)(d) of SEBI (LoDR) Regulations 2015.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There is no material changes which have occurred subsequent to the close of thefinancial year and before the date of this report affecting financial position of theCompany in any substantial manner.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the financial year2020-21:

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 underany 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 orTribunals 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 Companystate and confirm that:

1. In the preparation of the annual accounts for the financial year 2020-21 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

2. 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 March 31 2021 and of the profitand loss of the Company for year ended on that date;

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation for the support andco-operation extended by Business associates Bankers Independent Directors andStakeholders. Your Directors gratefully acknowledge the ongoing co-operation and supportprovided by Reserve Bank of India Securities Exchange Board of India BSE Limited andvarious Governmental departments and Regulatory bodies. Your Directors place on recordtheir appreciation for the contribution made by the employees of the Company and the groupat large. With their dedicated efforts and enthusiasm the Company will achieve itsobjectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors
Vinod Garg
Sd/-
Chairman and Managing Director
Mumbai
Date: 11th August 2021

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