Directors Report of Vibrant Global Capital Ltd.

Mar 31, 2024

The Directors of the Company pleased to present the 29^th Annual Report on the business and operations of your Company, together with the Audited standalone and consolidated financial statements for the financial year ended March 31, 2024. FINANCIAL HIGHLIGHTS

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

Particulars	Consolidated (INR in lakhs)		Standalone (INR in lakhs)
	2023-24	2022-23	2023-24	2022-23
Total Income	24,182.44	19,731.30	6,347.27	388.24
Less: Total Expenditure	19,148.93	20,169.48	1,645.29	542.83
Profit/ (Loss) before Tax (PBT)	5,033.51	(438.18)	4,701.98	(154.59)
Less: Current Tax	237.47	69.90	224.90	69.86
Less: Deferred Tax	7.30	273.62	254.86	(16.71)
Less: MAT credit utilised	21.35	-	-	-
Profit/ (Loss) After Tax (PAT)	4,767.39	(781.70)	4,222.22	(207.74)
Paid-up Equity Share Capital	2,290.74	2,290.74	2,290.74	2,290.74
Other Equity	12,989.23	8,535.59	11,225.26	7,290.41
Earnings Per Share (in INR)	20.85	(3.38)	18.43	(0.90)

The financial statements have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

STATE OF COMPANY''S AFFAIRS

Your company is a NBFC which has been in existence for almost three decades. Your Company is registered with the RBI as a NBFC without accepting public deposits under section 45 IA of the RBI Act, 1934. There has been no change in the business of the Company during the financial year ended March 31, 2024.

REVIEW OF OPERATIONS Consolidated Income and Profit After Tax:

The consolidated total income increased to INR 24,182.44 lakhs during current FY 2023-24 as compared to INR 19,731.30 lakhs during previous FY 2022-23. The Company recorded Profit (after tax) of INR 4767.39 lakhs during current fiscal as compared to loss (after Tax) of INR 781.70 lakhs during previous FY 2022-23. Vibrant Global Salt Private Limited registered both, top line n bottom line growth due to enhanced sales in the tender segment business for Government as well as capitalizing opportunities for contract manufacturing for other brands.

Standalone Income and Profit After Tax:

The standalone total income during FY 2023-24 is INR 6,347.27 lakhs, as compared to INR 388.24 lakhs during FY 2022-23. The Company recorded profit (after Tax) of INR 4,222.22 lakhs during current fiscal year as compared to loss (after Tax) of INR 207.74 lakhs during FY 2022-23. Overall improved performance in Vibrant Global Capital Limited was attributed to prudent investments and buoyant capital market spruced up the profitability.

DIVIDEND /

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Your Board of Directors declared interim dividend of INR 1.25 per equity share, on 2,29,07,380 total outstanding equity shares of a

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face value of INR 10 each for the financial year 2023-24 at their meeting held on February 14, 2024.

Based on the business performance of the Company for FY 2023-24, the Board of Directors of your Company is pleased to

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recommend a final dividend of INR 0.75 per equity Share, on total 2,29,07,380 total outstanding equity of INR 10/- each, subject to approval of the Shareholders in the ensuing 29^th AGM.

The final dividend, if approved by the Shareholders at the ensuing 29^th AGM, would involve a cash outflow of INR 171.81 lakhs. UNPAID DIVIDEND

The Company has declared Interim Dividend during the year under review and there are few instances of unclaimed/unpaid dividend, however, no amount is due to transfer to Investor Education and Protection Fund (IEPF) on 31^st March 2024.

Detailed disclosure relating to unpaid/unclaimed dividend is provided in the Corporate Governance Report which forms a part of the Annual Report.

TRANSFER TO RESERVES

INR 844.24 lakhs were transferred to the Statutory Reserves, as required under Section 45-IC of the Reserve Bank of India Act, 1934 during FY 2023-24.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2024, your Company had 2 wholly-owned subsidiaries.

1. Vibrant Global Salt Private Limited.

2. Vibrant Global Trading Private Limited.

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES Vibrant Global Trading Private Limited

Total income for the FY 2023-24 was INR 4,947.50 lakhs as compared to INR 8,957.44 lakhs during previous financial year. The Company made a profit (after tax) of INR 143.62 lakhs during current fiscal year as compared to loss (after tax) of INR 570.53 lakhs during previous financial year Vibrant Global Salt Private Limited

Total income for the FY 2023-24was INR 13,008.44 lakhs as compared to INR 10,506.03 lakhs during previous financial year. The Company made profit (after Tax) of INR 407.17 lakhs during FY 2023-24 as compared profit (after Tax) of INR 12.56 lakhs during previous financial year.

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 are prepared, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our Subsidiaries, 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. These documents will also be available for inspection during business hours at our Registered Office of the Company.

SHARE CAPITAL

During the year, there was no change in the share capital of the Company. The outstanding, issued, subscribed and paid-up capital of the Company was INR 2,290.74 lakhs as on March 31, 2024. The Authorised Share Capital of the Company was INR 2,725 lakhs as on March 31, 2024.

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 Board''s 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 Board of Directors is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Company has in place a comprehensive Risk Management framework to identify, monitor, review various risk elements. On a

periodic basis all necessary steps towards mitigation of various risk elements which can impact the smooth functioning working of the Company are taken by the Management of the Company. All the identified risks are managed through continuous review of business parameters by the Management and the Board of Directors are also informed of the risks and concerns.

Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Control systems of the Company are adequate with reference to the Financial Statement, size and operations of the Company. Internal Auditor of the Company observes the effective functioning of internal financial controls. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee.

During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed. The Audit Committee reviews the internal audit report received from internal Auditorand institutionalize new procedures to strengthen controls.

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
•	Prohibition of Insider Trading Policy
• Code of Conduct
• •	Vigil Mechanism Policy Archival Policy for Retention of Documents
•	Policy for determination of Materiality of Event or Information
• Policy for Evaluation of Performance of the Board of Directors
• •	Nomination & Remuneration Policy Prevention of Sexual Harassment at workplace policy
•	Corporate Social Responsibility (CSR) Policy

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

Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment 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 complaints received/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 Retirement by Rotation:

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. 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.

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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 29^th AGM is annexed to the notice convening 29^th AGM.

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 familiarization with the Company.

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 & Chief Financial Officer

3. Mr. Jalpesh Darji, Company Secretary & Compliance Officer Appointment/ Resignation of Key Managerial Personnel:

There was no appointment/ resignation of Key Managerial Personnel during the year under review.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM SUBSIDARY COMPANIES

During the Financial Year 2023-24, Mr. Vinod Garg, Chairman & Managing Director and Mr. Vaibhav Garg, Whole-time Director & Chief Financial Officer did not draw any remuneration from Subsidiary Companies.

There is no commission drawn by Managing Director/ Whole-time Director from the Company or its subsidiaries and hence, no disclosure is required under Section 197(14) of the Act and rules made thereunder.

BOARD MEETINGS

During the year under review 4 (four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings as within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors was held during the year under review.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own performance, and of each of the Directors individually, including the independent directors, as well as the working of its committees based on the criteria and framework adopted by the Board on recommendation of Nomination & Remuneration Committee Meeting.

OUTCOME OF THE EVALUATION

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the Company carry out and reviews its CSR responsibility in accordance with its CSR Policy. Details pertaining to CSR is given in the Corporate Governance Report. The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure 3.

COMMITTEES OF THE BOARD

(as at31^sMarch, 2024)Compositions of all Committees are as follows:

Audit Committee

Mr. Varun Vijaywargi, 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. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Kaushik Agrawal, Member	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

Stakeholders Relation Committee

Mr. Varun Vijaywargi, 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/ Compensation Committee framed a Nomination & Remuneration Policyfor Directors, Key Managerial Personnel and Senior Management. The Nomination & Remuneration Policyis placed on the website of the Company.

VIGIL MECHANISM

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading, your Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.

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. 31 and 31A 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 ANNUALRETURN

In accordance with section 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on website of the Company.

Web link of Annual Return: http://www.vibrantglobalgroup.com/

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ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO

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 2023-24.

The Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the year under review is annexed herewith, as Annexure 5, is self-explanatory and do not call for any further comments. The Annual Secretarial Compliance Report for the financial year 2023-24 has also been submitted to the BSE.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, Maharashtra (FRN: 100114W), were appointed as statutory auditors of the company for a consecutive second term of 5 years i.e. commencing from the conclusion of 27^th AGM till conclusion of 32^nd AGM.

M/s. Agrawal & Kedia, Chartered Accountants,have confirmed that:

• They satisfy criteria prescribed under Section 141 of the Companies Act, 2013;

• They hold a valid Peer review certificate issued by the Institute of Chartered Accountants of India.

Board''s Comment on the Auditors'' Report

M/s. Agrawal & Kedia, Statutory Auditors have submitted Auditor''s Report with unmodified opinion and unmodified figures for the financial year ended March 31, 2024in 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 / DEVELOPMENTS DURING THE YEAR

There are no material changes and development affecting the financial position of the Company which has occurred during the Financial Year ended on March 31, 2024.

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

There are 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 2023-24:

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. 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.

4. 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 2023-24, 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, 2024 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

Your directors take this opportunity to express their grateful appreciation for the co-operation and guidance received from the Regulators, Central & State Govts., Bankers as well as the Shareholders during the year. Your directors also wish to place on record their appreciation dedicated service rendered by all the employees of the Company.

For and on behalf of the Board of Directors Vibrant Global Capital Limited

Sd/-

Place: Mumbai Vinod Garg

Date: 12 ^th August, 2024 Chairman and Managing Director

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Mar 31, 2018

The Directors of the Company take great pleasure in presenting the 23^rd 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 23^rd 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 22^nd Annual General Meeting till conclusion of 27^th 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 23^rd 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

---

Mar 31, 2016

TO THE MEMBERS,

The Directors of the Company take great pleasure in presenting the Twenty First 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, 2016.

FINANCIAL HIGHLIGHTS

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

Particulars	Consolidated (Rs. in Lacs)		Standalone (Rs. in Lacs)
	2015-16	2014-15	2015-16	2014-15
Total Income	30,088.66	29,625.73	1,773.97	3,143.50
Less: Expenditure & Depreciation	29,917.38	28,951.02	1,713.50	2,812.29
Profit/ (Loss) before Tax (PBT)	171.28	674.71	60.47	331.21
Less: Tax	57.67	200.29	(6.03)	26.30
Profit/ (Loss) After Tax (PAT)	113.61	474.42	66.50	304.90
Profit/ Loss (After Minority Interest)	9.59	289.55	-	-
Paid-up Equity Share Capital	1,720.71	1,720.71	2,290.74	2,290.74
Reserves and Surplus	2,961.57	2,481.94	509.84	443.33
Earning Per Share (in Rs.)	0.66	3.41	0.29	1.43

REVIEW OF OPERATIONS

The consolidated total income increased from Rs. 29,625.73 Lacs to Rs. 30,088.66 Lacs, an increase of 1.56% over the previous financial year. The consolidated Net Profit after Tax decreased from Rs. 474.42 Lacs to Rs. 113.61 Lacs, a decline of 76.05% over the previous financial year. The Consolidate earning per share decreased to Rs. 0.66 from Rs. 3.41.

The standalone total income decreased from Rs. 3143.50 Lacs to Rs. 1773.97 Lacs, a decrease of 43.57% over the previous financial year. The standalone Profit after Tax decreased from Rs. 304.90 Lacs to Rs. 66.50 Lacs. Earnings per share decreased from Rs. 1.43 to Rs. 0.29.

The Company has transferred Rs. 13.35 Lacs to Statutory Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 during Financial Year 2015-16.

UNIFORM LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2, 2015 has notified new Listing norms called as Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 effective from December 1, 2015. These regulations are applicable to all the Listed Entities.

Pursuant to applicability of this regulations, Listed Entities were required to execute a new Listing Agreement called as Uniform Listing Agreement with the BSE Limited, on which the shares of the Company are listed within 6 (six) months from the date of its notification. The Company executed the Uniform Listing Agreement on February 29, 2016 with BSE Limited.

PEFORMANCE OF SUBSIDARIES AND ASSOCIATE COMPANIES

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with section 129(3) of the Act and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Company has prepared consolidated financial statements of the Company, all its Subsidiary Companies and Associate Companies, which forms part of this Annual Report.

SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As on March 31, 2016, your Company had 2 Subsidiary Companies:

1. Vibrant Global Infraproject Private Limited

2. Vibrant Global Trading Private Limited#

#The Company had acquired Equity stake during FY 2016

As on March 31, 2016, your Company had 2 Associate Companies:

1. Vibrant Global Vidyut Private Limited

2. Vibrant Global Salt Private Limited

FINANCIAL PERFORMANCE OF THE SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES: Vibrant Global Trading Private Limited (Subsidiary Company)

Total revenue for the financial year 2015-16 is Rs. 28,304.74 Lacs as compared to Rs. 26,713.51 for the financial year 2014-15. There was an increase of 5.96 % over previous financial year. Adjusted Profit after tax* decreased from Rs. 125.77 Lacs to Rs. 105.60 Lacs in 2016, a decrease of 19.10% over the previous financial year.

_*Adjusted profit after Tax is profit after sale of Investment by Vibrant Global Trading Private Limited under Initial Public Offering of the Company in 2014.

Vibrant Global Infraproject Private Limited (Subsidiary Company)

Total revenue for the financial year 2015-16 is Rs. 11.16 Lacs as compared to Rs. 4.00 Lacs for the financial year 2014

15. There was an increase of Rs. 7.16 Lacs over the previous financial year. Profit after tax increased from Rs. 1.29 Lacs in 2015 to Rs. 7.28 Lacs in 2016, an increase of 464.77% over previous financial year.

Vibrant Global Salt Private Limited (Associate Company)

Total revenue for the financial year 2015-16 is Rs. 5,216.45 Lacs as compared to Rs. 4,980.90 Lacs for the financial year 2014-15. There was an increase of 4.73% over the previous financial year. Profit after tax decreased from Rs.65.67 Lacs in 2015 to Rs. (284.73) Lacs in 2016 because of instability of new operations due to expansion of capacity from 1,20,000 MT p.a. to 3,00,000 MT p.a.

Vibrant Global Vidyut Private Limited (Associate Company)

There are no revenues for the financial year 2015-16 and 2014-15. Losses are by virtue of operational expenses amounting to Rs. 8.45 Lacs in the financial year 2015-16 as compared to Rs. 10.21 Lacs in financial year 2014-15.

DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2015-16.

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 Rs. 2290.74 Lacs as on March 31, 2016.

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 1 of the Directors'' Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided are provided in the notes to the standalone financial statement.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has appointed M/s. S. A. Buchha & Co. as an Internal Auditors of the Company on May 30, 2015. He reports to the Chairman of the Audit Committee. The scope and functions of Internal Auditors are defined and reviewed by Audit Committee. During the year under review, the Internal Financial Controls were tested and no reportable material weakness in the design and operation were observed.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 mandated the formulation of certain policies. All these policies are available on the website of the Company (www.vibrantglobalgroup.com). Key policies are mentioned as below along with its link at the website:

Name of the Policy	Link of the policy
Prohibition of Insider Trading Policy	http://www.vibrantglobalgroup.com/InsiderPolicy.html
Code of Conduct	http://www.vibrantglobalgroup.com/CodeOfContuct.html
Vigil Mechanism Policy	http://www.vibrantglobalgroup.com/vigil-mechanism-
	policy.html
Archival Policy for Retention of Documents	http://www.vibrantglobalgroup.com/Archival.html
Policy for determination of Materiality of Event or Information	http://www.vibrantglobalgroup.com/determination.html
Policy for Evaluation of Performance of the Board of Directors	http://www.vibrantglobalgroup.com/Evaluation.html

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

The Company has no permanent or contractual female employee as on March 31, 2016. Therefore, constitution of Internal Complaints Committee was not possible.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS Cessation:

1. Mr. Rahul Bagdia resigned as Non Executive Independent Director of the Company on 23 November, 2015.

2. Mrs. Dipti Sharma resigned as Non Executive Independent Director of the Company on 27 July, 2016.

The Board places on record its appreciation for the contributions made by them during their tenure as Directors of the Company.

Appointment of Non Executive Independent Directors:

1. Mr. Anand Khetan was appointed as Non Executive Independent Director of the Company (2 November, 2015)

Appointment of Mr. Khetan is made for 2 (Two) Years (up to 1 November, 2017), subject to approval of Members of the Company at this Annual General Meeting.

2. Mr. Harsh Mehadia was re-appointed as Non Executive Independent Director of the Company (effective from 10 September, 2016)

Tenure of Mr. Mehadia will expire on September 9, 2016 and hence Board has approved re-appointment Mr. Mehadia as Non Executive Independent Director for another 5 (Five) Years (upto 9 September, 2021), subject to approval of Members of the Company at this Annual General Meeting.

3. Mrs. Khushboo Pasari was appointed as Non Executive Independent Director of the Company (22 August, 2016)

The Board approved appointment of Mrs. Khushboo Pasari as Non Executive Independent Director for 5 (Five) Years (up to 21 August, 2021), subject to approval of Members of the Company at this Annual General Meeting.

The Company has obtained declarations from Independent Directors stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

RETIREMENT OF ROTATION

Mr. Vaibhav Garg retires by rotation and being eligible, has offered himself for re-appointment at the forthcoming AGM.

PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 21^st Annual General Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarization Program for Independent Directors was not conducted during FY 2015-16, as there was no appointment of Independent Directors after provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 made applicable.

KEY MANAGERIAL PERSONNEL

The following persons are Key Managerial Personnel of the Company:

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 2015-16, Mr. Vinod Garg, Managing Director and Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer drew following remuneration from Subsidiaries:

Remuneration from Vibrant Global Trading Private Limited (VGTPL) and Vibrant Global Infraproject Private Limited (VGIPPL):

Name of Director	Remuneration from VGTPL (in Rs.	Remuneration from VGIPPL (in Rs.)
Mr. Vinod Garg	Nil	Nil
Mr. Vaibhav Garg	18,00,000.00	Nil

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

BOARD MEETINGS

During the year, 8 (Eight) 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 Policy for Evaluation of Performance of the Board of Directors was formulated by Nomination & Remuneration/ Compensation Committee of the Board of Directors and same has been approved and adopted by the Board of Directors in their Meeting held on February 29, 2016.

Also, the Policy for Evaluation of Performance of the Board of Directors is uploaded on the website of the Company.

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 2.

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

EXTRACT OF ANNUAL RETURN

Extract of Annual return in Form MGT - 9 forms part of this Annual Report and attached as Annexure 3.

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. N R & Associates, Practicing Company Secretaries, Nagpur, Maharashtra, to undertake the Secretarial Audit of the Company for the Financial Year 2015 16. The Secretarial Audit Report is annexed to this Report as Annexure 4.

STATUTORY AUDITORS AND AUDITORS'' REPORT

In accordance with provisions of Section 139(1) of the Companies Act, 2013, M/s. Gupta Sarda & Bagdia, Chartered Accountants, Nagpur, Maharashtra, has been re-appointed as Statutory Auditors of the Company for 2 (Two) years in 20^th Annual General Meeting of the Company held on September 30, 2015 to hold office from conclusion of 20^th Annual General Meeting until conclusion of 22^nd Annual General Meeting.

In terms of Section 139(1) of the Companies Act, 2013, the appointment of Statutory Auditors shall be placed before the Members of the Company for ratification. Accordingly resolution seeking ratification of Members for continued appointment of M/s. Gupta Sarda & Bagdia as Statutory Auditors of the Company is at the Item No. 3 of the notice convening this Annual General Meeting.

The Company has received a letter of confirmation from M/s. Gupta Sarda & Bagdia, Chartered Accountants to the effect that their appointment, if made, will be within the limits of Section 141 of the Act.

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

Management perceived no material changes, which have occurred subsequent to the close of the financial year and before the date of this report dated September 1, 2015 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 2015-16:

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.

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 2015-16, 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, 2016 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 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

Chairman and Managing Director

Mumbai

September 1, 2016

---

Mar 31, 2015

DEAR MEMBERS,

The Directors of the Company take great pleasure in presenting the Twentieth 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, 2015.

FINANCIAL HIGHLIGHTS

Our Company's financial performance for the year under review has been encouraging and is summarized below:

Particulars Consolidated (Rs. in Lacs)

2014-15 2013-14

Total Income 29,625.73 20,990.39

Less: Expenditure & Depreciation 28,951.02 20,969.05

Profit/ (Loss) before Tax (PBT) 674.71 165.92

Less: Tax 200.29 (11.39)

Profit/ (Loss) After Tax (PAT) 474.42 177.31

Profit/ Loss (After Minority Interest) 289.55 113.52

Paid-up Equity Share capital 1,720.71 1,116.51

Reserves and Surplus 2,481.94 1,628.36

Earning Per Share (in Rs.) 3.41 1.59

Particulars Standalone (Rs. in Lacs)

2014-15 2013-14

Total Income 3,143.50 189.57

Less: Expenditure & Depreciation 2,812.29 293.33

Profit/ (Loss) before Tax (PBT) 331.21 (103.76)

Less: Tax 26.31 (78.05)

Profit/ (Loss) After Tax (PAT) 304.90 (25.71)

Profit/ Loss (After Minority Interest) - -

Paid-up Equity Share capital 2,290.74 1,990.74

Reserves and Surplus 443.33 (89.39)

Earning Per Share (in Rs.) 1.43 (0.13)

REVIEW OF OPERATIONS

The consolidated total income increased from Rs. 20,990.39 Lacs to Rs. 29,625.73 Lacs, an increase of 41.14% over the previous financial year. The consolidated Net Profit after Tax increased from Rs. 177.31 Lacs to Rs. 474.42 Lacs, a growth of 166.57% over the previous financial year. The Consolidate earning per share increases to Rs. 3.41 from Rs. 1.59, a return of 114.47% over the previous financial year.

The standalone total income increased from Rs. 189.57 Lacs to Rs. 3,143.50 Lacs, an increase of 1,558.23% over the previous financial year. The standalone Profit after Tax increased from Rs. (25.71) Lacs to Rs. 304.90 Lacs. Earning per share increases from Rs. (0.13) to Rs. 1.43.

The Company has transferred Rs. 610.00 Lacs to Statutory Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 during Financial Year 2014-15.

PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANIES

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with section 129(3) of the Act and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Company has prepared consolidated financial statements of the Company and all its Subsidiary Companies as well as Associate Companies, which forms part of this Annual Report.

SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES As on March 31, 2015, your Company had 2 subsidiaries:

1. Vibrant Global Infraproject Private Limited

2. Vibrant Global Trading Private Limited

As on March 31, 2015, your Company had 2 Associate Companies:

1. Vibrant Global Vidyut Private Limited

2. Vibrant Global Salt Private Limited%

The Company had acquired 30.30% stake of Vibrant Global Salt Private Limited during FY 2014-15.

Names of the companies which have ceased to be Associate Company of the Company during the year:

1. Tapadia Polyester Private Limited#

#The Company has sold its partial stake in Tapadia Polyester Private Limited, due to which the shareholding of the Company reduced below the shareholding as required for being Associate Company under Section 2(6) of the Companies Act, 2013.

Financial Performance of the Subsidiaries and Associate Companies:

Vibrant Global Trading Private Limited (Subsidiary Company)

Total revenue for the financial year 2014-15 is Rs. 26,758.48 Lacs as compared to Rs. 20,802.31 for the financial year 2013-14. There was an increase of 28.63% over previous financial year. Profit after tax increased from Rs. 95.96 Lacs in 2014 to Rs. 537.75 Lacs in 2015, an increase of 460.39% over the previous financial year. The Profits earned is majorly attributed to sale of 30,42,000 Equity Shares of Vibrant Global Capital Limited, through Offer for Sale in Initial Public Offering at aggregate price of Rs. 577.98 Lacs.

Vibrant Global Infraproject Private Limited (Subsidiary Company)

Total revenue for the financial year 2014-15 is Rs. 4.00 Lacs as compared to Rs. 0.60 for the financial year 2013-14. There was an increase of Rs. 3.40 over the previous financial year. Profit after tax decreased from Rs. 108.56 Lacs in 2014 to Rs. 1.29 Lacs in 2015.

Vibrant Global Salt Private Limited (Associate Company)

Total revenue for the financial year 2014-15 is Rs. 4980.90 Lacs as compared to Rs. 4497.13 Lacs for the financial year 2013-14. There was an increase of 10.76% over the previous financial year. Profit after tax decreased from Rs. 92.26 Lacs in 2014 to Rs. 65.67 Lacs in 2015.

Vibrant Global Vidyut Private Limited (Associate Company)

There are no revenues for the financial year 2014-15 and 2013-14. Due to no revenue there are losses by virtue of operational expenses amounting to Rs. 10.21 Lacs in the financial year 2014-15 2015 and Rs. 17.36 Lacs in financial year 2013-14.

DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2014-15.

MATERIAL EVENTS DURING YEAR UNDER REVIEW

LISTING OF THE COMPANY

During the year, your Company made its landmark move by entering into capital market. The shares of your Company were listed on SME Platform of BSE Limited on October 21, 2014, through Initial Public Offering of 60,42,000 Equity Shares of Rs. 10.00 each at an Cash Price of Rs. 19.00, at a Share Premium of Rs. 9.00 per Equity share, aggregating to Rs. 1147.98 lacs, comprising of an Offer for Sale of 30,42,000 Equity Shares by Vibrant Global Trading Private Limited and 30,00,000 fresh issue of Equity Shares. The Company had received overwhelming response from the Investors and the issue was over-subscribed by 1.04 times.

INCREASE IN SHARE CAPITAL

During the year, your Company issued 30,00,000 equity shares of Rs. 10.00 each. The outstanding, issued, subscribed and paid up capital of the Company has increased from 1,99,07,380 shares to 2,29,07,380 shares of Rs. 10.00 each aggregating to Rs. 2290.74 Lacs as on March 31, 2015.

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 1 of the Directors' Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided are provided in the notes to the standalone financial statement. (Please refer to Note No. 10, 11, 13, 16, 17) to the standalone financial statement.

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has appointed M/s. S. A. Buchha & Co. as an Internal Auditors of the Company. The Company has in place adequate internal financial controls with reference to financial statements. Such controls were tested during the financial year and no material weaknesses in the design or operation were observed.

Applicability of appointment of Internal Auditors was made after the Company became listed entity under provisions of Companies Act, 2013 and rules made thereunder. However, as permitted by the Act, the Company had transition period of 6 months to appoint Internal Auditors and hence Company appointed Internal Auditors in May, 2015. As on date, the Company has complied with the requirements of the Act.

VIGIL MECHANISM

The Company has a Vigil Mechanism Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The Vigil Mechanism Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Vigil Mechanism Policy has been posted on the website of the Company and may be accessed at the link: http://vibrantglobalgroup.com/vigil-mechanism-policy.html

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

The Company has no permanent or contractual female employees. Therefore, constitution of Internal Complaints Committee was not possible.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Cessation:

1. Mr. Lokesh Jain (w.e.f. September 5, 2014)

2. Mr. Kartik Jain (w.e.f. September 5, 2014)

3. Mr. Nitin Shrivas (w.e.f. September 10, 2014)

The Board places on record its appreciation for the contribution made by them during their tenure as Directors of the Company.

Appointment of Non Executive Independent Directors (w.e.f. September 10, 2014):

1. Mrs. Dipti Sharma

2. Mr. Rahul Bagdia

3. Mr. Harsh Mehadia

The above appointment is made for 2 (Two) Years (upto September 9, 2016).

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 and Clause 52 of the BSE SME Listing Agreement.

Retirement of Rotation:

Mr. Vinod Garg retires by rotation and being eligible, has offered himself for re-appointment at the forthcoming AGM.

Appointment/ Designation of Key Managerial Personnel:

1. Mr. Vinod Garg, Managing Director has been designated as Key Managerial Personnel w.e.f. April 1, 2014.

2. Mr. Vaibhav Garg has been appointed and designated as Whole Time Director and CFO w.e.f. July 1, 2014.

3. Mr. Jalpesh Darji has been appointed as Company Secretary of the Company effective from June 1, 2014.

There was delay in Appointment of Company Secretary because the Company was looking for a perfect candidate for the job of Secretarial department and hence the Company had appointed Company Secretary w.e.f. June 1, 2014. As on March 31, 2015, the Company has complied with the requirements of the Act.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM SUBSIDIARY COMPANIES

During the Financial Year 2014-15, Mr. Vinod Garg, Managing Director and Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer drew following remuneration from Subsidiaries:

Remuneration from Vibrant Global Trading Private Limited (VGTPL) and Vibrant Global Infraproject Private Limited (VGIPPL):

Name of Director Remuneration from Remuneration from VGTPL (in Rs.) VGIPPL (in Rs.)

Mr. Vinod Garg 24,00,000.00 Nil

Mr. Vaibhav Garg Nil Nil

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

BOARD MEETINGS

During the year, 18 (Eighteen) Board Meetings were held on various dates. Complete details of the said meetings are given in the Report on Corporate Governance forming part of this Annual Report. Gap between two meetings was within the period prescribed under the Act and rules made thereunder.

The Company re-constituted Board on September 10, 2014 keeping in view compliance of constitution requirements as per BSE SME Listing Agreement. The Independent Directors were appointed effective from September 10, 2014 and hence due to non completion of even a year, there could not be a separate meeting of Independent Directors. However, informal discussion took place during regular Board Meetings.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the BSE SME Listing Agreement, 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.

COMMITTEES OF THE BOARD

A detailed note on the Board and its Committees is provided in the Report on Corporate Governance forming part of this Annual Report. Compositions of all Committees are as follows:

Audit Committee

Audit Committee comprised of 3 Members of the Board, Mr. Harsh Mehadia (Chairman), Mrs. Dipti Sharma (Member) and Mr. Vinod Garg (Member). Further details relating to Audit Committee are given in the Report on Corporate Governance forming part of this Annual Report.

Nomination and Remuneration/ Compensation Committee ("NRC")

Nomination and Remuneration/ Compensation Committee comprised of 3 Members of the Board, Mr. Harsh Mehadia (Chairman), Mrs. Dipti Sharma (Member) and Mr. Rahul Bagdia (Member). Further details relating to NRC are given in the Report on Corporate Governance forming part of this Annual Report.

Stakeholders Relation Committee

Stakeholders Relation Committee comprised of 3 Members of the Board, Mrs. Dipti Sharma (Chairman), Mr. Harsh Mehadia (Member) and Mr. Vinod Garg (Member). Further details relating to Stakeholders Relation Committee are given in the Report on Corporate Governance forming part of this Annual Report.

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 2.

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 at Note No. 36 to the Standalone Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 52 of BSE SME Listing Agreement forms part of this Annual Report. The requisite certificate from a Practicing Company Secretaries confirming compliance of the conditions of Corporate Governance is attached to the Report on Corporate Governance.

EXTRACT OF ANNUAL RETURN

Extract of Annual return in Form MGT - 9 forms part of this Annual Report and attached as Annexure 3.

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. N R & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed to this Report as Annexure 4. Qualifications given in the Secretarial Audit Report have been explained in this Report at appropriate places.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. Gupta Sarda & Bagdia, Chartered Accountants, who were appointed as the Statutory Auditors of the Company by the Members at their previous Annual General Meeting (AGM), shall retire on conclusion of the ensuing AGM and are eligible for re-appointment. Members are requested to consider their re-appointment for a period of 2 years from the conclusion of forthcoming AGM until the conclusion of AGM for the financial year 2016-17, at a remuneration to be decided by Audit Committee/ Board of Directors in consultation with Statutory Auditors. The Company has received a letter of confirmation from M/s Gupta Sarda & Bagdia, Chartered Accountants to the effect that their appointment, if made, will be within the limits of Section 141 of the Act.

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.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

The Company has adopted a Code of Conduct for its Directors, including employees. For the year under review, Directors and Senior Management of the Company of the Company confirm compliance of the Code of Conduct of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Management perceived following material changes which have occurred subsequent to the close of the financial year and before the date of this report dated September 5, 2015 affecting financial, position of the Company in any substantial manner:

1. Further Investment in Vibrant Global Trading Private Limited:

The Company has acquired 4,00,000 Equity Shares of Vibrant Global Trading Private Limited. Consequent to the acquisition, stake of the Company in Vibrant Global Trading Private Limited has increased from 56.01% to 78.42%. This Acquisition will add financial strength in the Company and higher returns.

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 2014-15:

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.

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 2014-15, 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, 2015 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 expresses its gratitude to the Reserve Bank of India (RBI), BSE Limited and various Governmental departments and organisations for their help and co-operation. The Board appreciates and values the contributions made by every stakeholder associated with the Company and is confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors Vinod Garg

Chairman and Managing Director Mumbai September 5, 2015