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वैभव ग्लोबल निदेशकों की रिपोर्ट, वैभव ग्लोबल निर्देशकों द्वारा रिपोर्ट

वैभव ग्लोबल

बीएसई: 532156  |  NSE: VAIBHAVGBL  |  ISIN: INE884A01019  |  Miscellaneous

खोजें वैभव ग्लोबल कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

Financial Performance and Highlights

The Audited Financial Results (Standalone and Consolidated) of the Company for the year ended 31st March, 2018 are as follows:

(RS, in Lakhs)

Particulars

Standalone ( F.Y)

Consolidated (F.Y)

2017-181

2016-17 1

2017-18 1

2016-17

Revenue from Operations and Other Income

47,448.62

48,466.91

1,58,587.04

1,45,464.21

Less: Operating Cost

43,128.26

44,335.56

1,42,697.35

1,35,273.27

Operating Profit / PBDIT

4,320.36

4,131.35

15,889.69

10,190.94

Less: Interest & Finance Charge

313.03

483.24

429.60

640.61

Less: Depreciation & Amortization Expenses

374.60

833.82

2,545.14

2,941.31

Profit Before Tax (PBT)

3,632.73

2,814.29

12,914.95

6,609.02

Less: Tax Expenses

553.44

582.06

1,668.31

151.15

Profit After Tax (PAT)

3,079.29

2,232.23

11,246.64

6,657.87

Other Comprehensive Income (Net of Tax)

3.36

(3.92)

(179.74)

(1,194.81)

Total Comprehensive Income

3,082.65

2,228.31

11,066.90

5,263.06

* Previous year figures have been regrouped and rearranged wherever necessary.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (IND AS) which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the above said notification, the Indian Accounting Standards (IND AS) is applicable on the Company for the accounting periods beginning on or after 1st April, 2017.

Business Review

Vaibhav Global is an electronic retailer of fashion jewellery and lifestyle products in the US and UK markets, selling on our proprietary TV shopping and web platforms with direct access to almost 100 million TV households. The Company delivers deep value proposition to discount-seeking customers and has organically developed a robust B2C franchisee in its focus markets. This is an achievement very few Indian companies have been able to accomplish.

VGL has expanded its portfolio, focusing on adjacent product categories that target similar market segments. While fashion jewellery forms a large part of the portfolio, the Company also sells lifestyle accessories, home textiles, kitchenware and cosmetics, all of which are targeted at the same customer and enable access to a larger part of the customer''s shopping value pie. For more details, please refer to the Business Overview Section in the Management Discussion and Analysis Report, which forms a part of the Board''s Report.

Consolidated Financial Statements

The consolidated financial statements of the Company and all the subsidiaries form a part of this Annual Report and have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Pursuant to Section 136 of the Companies Act, 2013, the audited financial statements for the financial year ended 31st March, 2018 in respect of each subsidiary are also available on the website of the Company, i.e. www.vaibhavglobal.com. A copy of the said audited accounts shall be provided to shareholders upon request. A separate statement containing salient features of the financial statements in prescribed format AOC- 1 is annexed as Annexure 1 to this report. The statement also provides the details of performance and financial positions of each of the subsidiary company.

Dividend

The Board of Directors has not recommended any dividend for the financial year 2017-18.

Transfer to Reserve

The Board of Directors does not propose to transfer any sum to the General Reserve.

Particular of Loans, Guarantees and Investment

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the respective notes to the Standalone Financial Statements of the Company.

Details of Subsidiaries

The Company has following subsidiaries and step-down subsidiaries:

Wholly-Owned Subsidiaries:-

a) Genoa Jewelers Limited, British Virgin Islands, a 100% subsidiary of the Company, which in turn holds 100% in Shop LC (formerly: The Liquidation Channel) USA, The Jewellery Channel, UK and Jewel Gems USA Inc*.

b) STS Jewels Inc., USA, a 100% subsidiary of the Company, engaged in selling jewellery to departmental stores, TV channels and others in USA on wholesale basis.

c) STS Gems Limited, Hong Kong, a 100% subsidiary of the Company, engaged in outsourcing jewellery and lifestyle products for the group from China and Hong Kong.

d) STS Gems Thai Limited, a 100% subsidiary of the Company, engaged in outsourcing products for the group from Thailand.

e) STS Gems Japan Limited, a 100% subsidiary of the Company, engaged in outsourcing products for the group from Japan.

Step-down subsidiaries:-

a) The Jewellery Channel Ltd., UK (TJC UK), a wholly-owned step-down subsidiary of the Company, engaged in the sale and marketing of fashion jewellery and lifestyle accessories through electronic media and operates a dedicated 24x7 TV shopping channel & internet shopping website (www.tjc.co.uk) and also a mobile app in the UK.

b) Shop LC, USA (TJC USA), a wholly-owned step-down subsidiary of the Company, engaged in marketing of fashion jewellery and lifestyle accessories through electronic media and operates a dedicated 24x7 TV shopping channel & internet shopping website (www.shoplc.com) and also a mobile app in the US.

c) PT. STS BALI, a wholly-owned step-down subsidiary of the Company, engaged in outsourcing products for the Group from Indonesia.

There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.

*During the year, Jewel Gem USA Inc. (a step down subsidiary of the Company) has been merged into The Jewelry Channel Inc., USA (a step down subsidiary of the Company) w.e.f. 28th February, 2018.

Change in Capital Structure

During the year, there has been no change in the authorized share capital of the Company. The Company has allotted 45,236 equity shares of C10/- each to eligible employees under VGL ESOP (As Amended) - 2006, through Vaibhav Global Employee Stock Option Welfare Trust, pursuant to the exercise of stock options and consequently, the paid-up equity share capital of the Company has increased during the year, from C32,54,56,170/-(Rupees thirty two crores fifty four lac fifty six thousand one hundred and seventy only) to C32,59,08,530/- (Rupees thirty two crores fifty nine lac eight thousand five hundred and thirty only). Further, the Company has not issued shares with differential voting rights.

Employee Stock Options under VGL ESOP (As Amended) - 2006

During the year, 3,40,649 (Three lac forty thousand six hundred forty nine) stock options convertible into 3,40,649 (Three lac forty thousand six hundred forty nine) equity shares of C10/- each have been granted to the eligible employees of the Company and its subsidiaries. The ESOP scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations,

2014. The details are available on the Company''s website: http://www. vaibhavglobal.com/esop.

Credit Rating

During the year, the Company''s credit rating for long-term bank facilities were upgraded by one notch up from CARE BBB (Triple B Plus) to CARE A- (A minus), which denotes adequate degree of safety regarding timely servicing of financial obligations. Moreover, short-term bank facilities were also upgraded by one notch up from CARE A2 (A Two) to CARE A2 (A Two Plus), which denotes strong degree of safety regarding timely servicing of financial obligations.

Directors and Key Managerial Personnel (KMP)

During the financial year, Dr. Purushottam Agarwal was appointed as Non-Executive Independent Director of the Company for a period of one year w.e.f. 15th May, 2017. Mr. Sushil Sharma was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 6th July, 2017.

The Board of Directors has approved/recommended the re-appointment of Dr. Purushottam Agarwal as an Independent Director for a further term of one year w.e.f. 15th May, 2018, which was duly approved by shareholders on 10th May, 2018 through postal ballot.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Pulak Chandan Prasad, Director, is liable to retire by rotation at ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The criteria of evaluation is described in the Report on Corporate Governance, a part of this Annual Report.

The Nomination and Remuneration Policy of the Company, containing criteria of performance evaluation of directors and payment of remuneration, has been designed to keep pace with the dynamic business environment and market-linked positioning. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination, Remuneration and Compensation Committee of the Board, which is available on the Company''s website, i.e. http://www.vaibhavglobal.com/vgl-policies.

b) Board Meetings

During the year, four (4) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, a part of this Annual Report.

c) Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI (LODR), Regulations, 2015. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company.

Committees of the Board

There are four committees of the Board, i.e. Audit Committee; Nomination, Remuneration & Compensation Committee; Corporate Social Responsibility (CSR) Committee and Stakeholders'' Relationship Committee. Details of these committees along with their composition, charters and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

Directors'' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st March, 2018 and state that :

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 31st March, 2018 and profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls have been laid down which are adequate and were operating effectively and

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

Related Party Transactions

All related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is annexed herewith as Annexure 2.

A list of all related party transactions is placed before the Audit Committee as well as the Board of Directors. The Audit Committee has granted omnibus approval for related party transactions as per the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. The Board has also framed a policy on related party transactions and the same is available on the Company''s website, i.e. http://www.vaibhavglobal.com/ vgl-policies.

Pursuant to the SEBI (LODR) Regulations, 2015, the Board has framed a policy on Material Subsidiaries and the same is available on the Company''s website, i.e. http://www.vaibhavglobal.com/vgl-policies.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or policy. The policy is available on the Company''s website at the link: http://www.vaibhavglobal.com/vgl-policies.

Internal Control Systems and their Adequacy

The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is supplemented by internal audit, reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations as applicable in a transparent manner.

An external independent firm carries out the internal audit of the Company''s operations and reports its findings to the Audit Committee. Internal audit also evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting. Internal audit is carried out as per risk-based internal audit plan, which is reviewed by the Audit Committee of the Company. The Committee periodically reviews the findings and suggestions for improvement and is apprised on the implementation status in respect of the actionable items.

Listing of Shares

The shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited and the listing fee for the year 2018-19 has been duly paid.

Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31st March, 2018.

Awards and Recognitions

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

a) State Award for Export Excellence in recognition of best performance in the category of Gold, Silver & Platinum Jewelry during the year 201415 by Department of Industries, Government of Rajasthan.

b) Certificate of Excellence under Noida Special Economic Zone for best EOU (other than MSME) in the product group: Gems & Jewellery for outstanding export performance for the year 2015-16.

c) ECGC Indian Exporter Excellence Awards 2017 under the category as winner in Overall Exporter (Medium).

Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with Companies (Management & Administration) Rules, 2014, an extract of the annual return in the prescribed form MGT-9 is annexed herewith as Annexure 3.

Auditors and Auditors'' Report

A. Statutory Auditors

M/s B S R & Co. LLP Chartered Accountants (ICAI Firm Registration Number 101248W/ W-100022), was appointed as the statutory auditors of the Company for a period of five years from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting, subject to ratification of their appointment by the shareholders at every intervening Annual General Meeting.

Pursuant to the provisions of Companies (Amendment) Act, 2017, as notified on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every intervening Annual General Meeting (AGM). Accordingly, in line with the aforesaid provisions and pursuant to the resolution passed at 28th AGM, the Company, at ensuing AGM, is proposing to ratify the appointment of auditors from the conclusion of 29th AGM till the conclusion of 33rd AGM to conduct the statutory audit of the Company, without further annual ratification by members at every subsequent AGM.

The statutory auditors of the Company have submitted Auditors'' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31st March, 2018. The reports do not contain any reservation, qualification or adverse remark. Information referred in the Auditors'' Report are self-explanatory and do not call for any further comments.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of Companies Act, 2013, and rules made thereunder, M/s B. K. Sharma & Associates, Company Secretaries, was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is attached herewith as Annexure 4. The report does not contain any reservation, qualification or adverse remark. Information referred in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

Investor Relations

Your Company interacted with Indian and overseas investors and analysts, through one-on-one meetings and regular quarterly meetings during the year. Earnings call transcripts thereof are posted on the website of the Company.

Prevention of Insider Trading

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by insiders. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the Company''s website, i.e. www.vaibhavglobal.com.

Corporate Social Responsibility (CSR)

As required under Section 135 of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the activities and to monitor the Corporate Social Responsibility policy of the Company from time to time.

Your Company has contributed a sum of RS,143.81 lacs to various social institutions in the field of mid-day meals, education, health and scholarships. A report on CSR activities conducted during the year which contains composition of the CSR committee is annexed herewith as Annexure 5.

Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rules made thereunder as amended from time to time has been given as Annexure 6.

Risk Management

The Company has framed and implemented a Risk Management policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

Prevention of Sexual Harassment at Workplace

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated an Anti-Sexual Harassment policy. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up which is responsible for redressal of complaints related to sexual harassment at the workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment.

Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution made by the employees of the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review, as required under regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, is being given separately and forms a part of this Annual Report.

Corporate Governance

A report on Corporate Governance and Certificate from the Company Secretary in Practice confirming compliance of conditions, as stipulated under SEBI (LODR) Regulations, 2015, forms an integral part of this Annual Report. The Chairman & Managing Director has confirmed and declared that all the members of the Board and the senior management personnel have affirmed compliance with the code of conduct.

Secretarial Standards

During the year, the Company has complied with all applicable secretarial standards.

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

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

Significant changes occurred during the Current Year

There are no material/significant changes occurred between the end of the financial year 2017-18 and the date of this report which may impact the financial position of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:

A. Conservation of energy

The operations of the Company are not energy intensive. However, the Company always focuses on conservation of energy, wherever possible. The energy conservation team continuously meets, conducts studies, verifies and monitors the consumption and utilisation of energy, including identification of energy conservation areas in different manufacturing units of the Company. The 200-KW solar plant installed at the SEZ unit meets around 10% of the electricity needs of the said unit. During the year, the Company has taken the following steps to reduce energy consumption:

1. Installation of wind cyclone fan in LSP store and laundry room for ventilation at E-69.

2. Installation of VRV plant in the gems unit at E-68 which consume less power than the old plant.

3. Replacement of old conventional burn out with new burn out which consume less electricity.

4. Certification of ''Green Building'' status with Gold rating from IGBC for our new SEZ unit.

B. Technology Absorption

Your Company possesses an in-house research and development team, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company constantly strives for the latest technology for its manufacturing processes. The Company has installed wet sprue grinding machine at the SEZ unit for better recovery.

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo is furnished in the notes to accounts of the Standalone Financial Statements of the Company.

Acknowledgement

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

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

For and on behalf of the Board of Directors

Sunil Agrawal

Place: Jaipur Chairman & Managing Director

Date: 23rd May, 2018 DIN: 00061142

स्रोत: रेलीगरे टेचनोवा

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