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Directors Report of Vaibhav Global Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 34th Annual Report on the affairs of the Company, together with the Audited Financial Statements, for the financial year (‘FY'') ended 31 March 2023.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The audited financial statements (standalone and consolidated) prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company. The highlights of financial performance (standalone and consolidated) of the Company for the financial year ended 31 March 2023 are as under:

(Rs. in Lacs)

Particulars

Standalone (FY)

Consolidated (FY)

2022-23 |

2021-22

2022-23 |

2021-22

Revenue from Operations and Other Income

53,652.70

59,080.56

2,71,854.15

2,77,427.11

Less: Operating Cost

42,194.83

46,894.01

2,49,128.72

2,47,106.07

Operating Profit / PBDIT

11,457.87

12,186.55

22,725.43

30,321.04

Less: Finance Cost

429.92

258.78

819.68

609.69

Less: Depreciation & Amortization Expenses

740.74

645.10

7,775.29

5,480.92

Profit Before Tax (PBT)

10,287.21

11,282.67

14,130.46

24,230.43

Exceptional Items

-

(56.22)

-

2,824.16

Profit After Exceptional items

10287.21

11,226.45

14,130.46

27,054.59

Less: Tax Expenses

297.03

(1,658.74)

3,616.69

3,343.43

Profit After Tax (PAT)

9,990.18

12,885.19

10,513.77

23,711.16

Other Comprehensive Income (Net of Tax)

(82.56)

72.45

4315.79

607.15

Total Comprehensive Income

9,907.62

12,957.64

14,829.56

24,318.31

A detailed discussion on financial and operational performance of the Company and subsidiaries is given under “Management Discussion and Analysis Report” forming part of this Report. There was no change in the nature of business of the Company during the financial year ended 31 March 2023.

BUSINESS REVIEW

Vaibhav Global Limited (the Company) is a vertically integrated fashion retailer with nearly four decades of industry experience. We are a global digital retailer of fashion jewellery, gemstones, lifestyle products, home decor, beauty care, hair care, apparels and accessories on TV and Digital platforms. We have a multi-channel presence across well integrated platforms, comprising 24x7 proprietary TV homeshopping channels, OTA platforms, e-commerce websites, mobile apps, OTT platforms, social media platforms and third-party marketplaces. Our supply chain is spread over 30 countries, while our retail operations are in the US, UK and Germany.

In an environment where sales channel boundaries are overlapping, our omni-channel presence drives and deepens customer engagement and provides a significant growth opportunity for the future. Our retail platforms provide us with direct access to ~141 million households, which are well served through our proprietary TV Channels, Websites, OTT and digital platforms, including marketplaces, social media platforms and mobile apps. We are expanding our customer

funnel through continuous onboarding on new and prominent transponders, OTT, OTA and other digital platforms. This establishes our ability to attract a higher wallet share from our customers.

A major portion of up to 73% of our B2C revenue is dominated by fashion jewellery, with lifestyle products contributing to the rest of our revenue. The share of lifestyle products in total revenue is constantly growing, as we continue to enrich our product mix with enhanced customer engagement. Our product assortment includes different lifestyle products including home decor, beauty care, hair care, other fashion items and accessories. We have established a strong reputation for superior customer value proposition encompassing deep value, low-cost manufacturing, and quality products.

For more details on business overview and state of the company''s affairs, please refer ‘Management Discussion and Analysis Report'', which forms a part of the Board''s Report.

The dividend pay-out for FY 2022-23 would be '' 98.92 crores including the proposed final dividend. Considering the sense of shareholders'' expectations and past dividend history, the Board recommended/ declared dividends based on the parameters laid down in the Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations'') is available on the Company''s website at https:// www.vaibhavglobal.com/code-policies

TRANSFER TO RESERVE

The Board of Directors have decided to retain the entire amount of profits for FY 2022-23 in the profit and loss account and not to transfer any amount to the Reserves for the year under review.

CHANGE IN CAPITAL STRUCTURE

a) Authorised Share Capital:

During the year under review, there has been no change in the authorised share capital of the Company.

b) Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company has allotted 9,78,996 equity shares of '' 2/- each to eligible employees under Vaibhav Global Limited, Employee Stock Options Plan (As Amended)-2006 and 43,001 equity shares of '' 2/- each under Vaibhav Global Limited, Restricted Stock Unit Plan-2019 through Vaibhav Global Employee Stock Option Welfare Trust, in various tranches, pursuant to the exercise of Stock Options and Units respectively. Consequently, the paid-up share capital of the Company has increased by 10,21,997 equity shares of '' 2/- each during the year. As a result, the issued, subscribed and paid-up share capital of the Company has increased from '' 32,79,87,154 (divided into 16,39,93,577 equity shares of '' 2/- each) to '' 33,00,31,148 (divided into 16,50,15,574 equity shares of '' 2/- each). The equity shares issued under abovesaid employees benefit plans


DIVIDEND

The Board of Directors of your company is pleased to recommend a final dividend of '' 1.50/- per equity share having face value of '' 2/- each (@75%) for the financial year 2022-23 for the approval of shareholders at the ensuing 34th Annual General Meeting (AGM). The dividend, if approved at 34th AGM, will be paid to those members who will be the members of the Company on the book closure date i.e. 1 July 2023.

Apart from above, during the year 2022-23, the Board has declared and paid the following interim dividends:

Particulars

Dividend per

Date of

Dividend

Share ('')

declaration

%

1st Interim Dividend

1.50

2 August 2022

75%

2nd Interim Dividend

1.50

27 October 2022

75%

3rd Interim Dividend

1.50

24 January 2023

75%

are ranked pari- passu with the existing equity shares of the Company.

Further, the Company has not issued any share with differential voting rights and sweat equity shares during the year under review.

EMPLOYEES BENEFIT PLAN(S)

a) Restricted Stock Unit Plan-2019: The Company has granted 5,79,055 stock units convertible into equal number of equity shares of face value of '' 2/- each to the eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited, Restricted Stock Unit Plan-2019'' (hereinafter referred to as ‘RSU-2019'') during the year under review.

b) Management Stock Option Plan-2021: The Company has granted 25,374 stock options convertible into equal number of equity shares of face value of '' 2/- each to the eligible employees of the Company and its subsidiaries under Vaibhav Global Limited, Management Stock Option Plan-2021 (hereinafter referred to as ‘MSOP-2021'') during the year under review.

c) Employees Stock Option Plan-2021: The Company has granted 1,21,970 stock options convertible into equal number of equity shares of face value of '' 2/- each to the eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited, Employee Stock Option Plan-2021'' (hereinafter referred to as ‘ESOP-2021'') during the year under review.

d) Employee Stock Options Plan (As Amended)-2006: The Company has not granted any stock option under ‘Vaibhav Global Limited, Employees Stock Options Plan (As Amended)-2006'' (hereinafter referred to as ‘ESOP-2006'') during the year under review.

All employees benefit plans of the Company i.e. RSU-2019, MSOP-2021, ESOP-2021 and ESOP-2006, are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021 and are administered by Vaibhav Global Employee Stock Option Welfare Trust under the supervision of the Nomination, Remuneration and Compensation Committee of the Board. The required details pertaining to said plans are available on the Company''s website: https://www.vaibhavglobal.com/esop. The Company issued and allotted equity shares as per its various employees benefit plans and there was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

The Secretarial Auditors'' certificate on the implementation of abovesaid plans in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021 will be made available to the members for inspection during the 34th AGM.

CREDIT RATING:

During the year under review, CARE has reaffirmed the Company''s credit rating for long-term/ short term bank facilities as CARE A; Stable / CARE A1 (Single A; Outlook: Stable / A One), which denotes adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk. The rating on short-term bank facilities was withdrawn by CARE as it was subsumed under long term facilities.

Further, ICRA has also reaffirmed the rating as “A” for long term (Fund based) and A1 for short term (Non-fund based) bank facilities. The Outlook on the long-term facilities is Stable. This rating indicates adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk.

HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:

Brett Enterprises Private Limited, holds 9,20,42,991 equity shares of '' 2/- each, representing 55.78% shareholding of the Company, is a holding Company of Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has following subsidiaries and stepdown subsidiaries:

Subsidiaries

a) VGL Retail Ventures Ltd., Mauritius, a 100% subsidiary of the Company, which in turn holds 100% in Shop TJC Limited, UK.

b) STS Jewels Inc., USA, a 100% subsidiary ofthe Company, engaged in outsourcing gemstones & jewellery products primarily for the group.

c) STS Global Supply Limited (formerly: STS Gems Limited), Hong Kong, a 100% subsidiary ofthe Company, engaged in outsourcing jewellery and lifestyle products primarily for the group, which in turn holds 100% in PT. STS Bali and STS (Guangzhou) Trading Limited.

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

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

f) Shop LC GmbH, Germany a 100% subsidiary of the Company, engaged in sale and marketing of fashion jewellery and lifestyle accessories through electronic media and operates a dedicated TV shopping channel and internet shopping website (www.shoplc.de) in the Germany.

g) Vaibhav Vistar Limited, a 100% subsidiary of the Company, deals in fashion jewellery and lifestyle products.

h) Vaibhav Lifestyle Limited, a 100% subsidiary of the Company, engaged in manufacturing and export of garments.

i) Encase Packaging Private Limited, a 60% subsidiary of the Company, engaged in the business of manufacturing and dealing in packaging materials.

Step-down Subsidiaries

a) Shop TJC Limited, UK (formerly: The Jewellery Channel Ltd.), 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 and internet shopping website (www.tjc.co.uk) and also a mobile app in the UK.

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

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

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

There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (hereinafter referred to as ‘the Act''). There is no company which has become or ceased to be subsidiary and /or associate of the company during the financial year 2022-23. There have been no material changes in the nature of the business of the subsidiaries during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and all the subsidiaries forms a part of this Annual Report and have been prepared in accordance with Section 129(3) of the Act. Pursuant to Section 136 of the Act, the financial statements for the financial year ended 31 March 2023 in respect of each subsidiary are also available on the website of the Company, i.e. www.vaibhavglobal.com. A copy of the said financial statements shall be provided to shareholders upon request. A separate statement containing salient features of the financial statements of Company''s subsidiaries in prescribed format AOC-1 which also provides details of the performance and financial position of each of the subsidiaries is annexed as Annexure 1 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Nirmal Kumar Bardiya, NonExecutive Non-Independent Director of the Company, has retired from the directorship at 33rd AGM of the Company held on 2 August 2022. Mr. Santiago Roces and Mr. Harsh Bahadur have completed their tenure as Independent Director on 27 July 2022 and 25 September 2022 respectively. The Board placed on record their invaluable contribution and guidance to the Company/Board during their tenure as board members.

Further, on the recommendation of Nomination, Remuneration and Compensation Committee, the Board appointed Mr. Harsh Bahadur as an Additional Director under the category of NonExecutive Non-Independent Director w.e.f. 26 September 2022, liable to retire by rotation, which was subsequently approved/regularised by shareholders on 2 December 2022. The Board also appointed Mr. Harsh Bahadur as NonExecutive Chairman of the Board w.e.f 26 September 2022.

The shareholders of the Company, at 33rd Annual General Meeting, has approved (i) the re-appointment of Mrs. Sheela Agarwal as Non-Executive Non-Independent Director of the Company, liable to retire by rotation (ii) the appointment of Ms. Stephanie Renee Spong as Non-Executive Woman Independent Director on the Board for a period of two years i.e. 6 September 2021 to 5 September 2023.

Pursuant to Section 152 of the Companies Act, 2013 (hereinafter referred to as “the Act”), Mr. Pulak Chandan Prasad, Non-executive Director, who has been longest in the office, is liable to retire by rotation at the ensuing 34th Annual General Meeting. He is eligible for re-appointment and has offered himself for re-appointment as Director of the Company. The Board recommended the same to the shareholders of the Company for their approval.

On the recommendation of Nomination, Remuneration and Compensation Committee, the Board of Directors, has approved the re-appointment of Ms. Stephanie Renee Spong as a Non-Executive Woman Independent Director of the Company for the second term of five years from 6 September 2023 to 5 September 2028 subject to the approval of shareholders of the Company. In the opinion of the Board, she possesses adequate skill, knowledge, expertise, integrity and experience as determined by the Company being a Board Member and she fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that she is independent of the management. Keeping in view of above, the Board has recommended her re-appointment as a Non-Executive Woman Independent Director of the Company for the approval of shareholders in the ensuing 34th Annual General Meeting.

During the year under review, Mr. Nitin Panwad was appointed as Group Chief Financial Officer, being a KMP, in place of Mr. Vineet Ganeriwala w.e.f. 27 October 2022.

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Agrawal, Managing Director, Mr. Nitin Panwad, Group Chief Financial Officer and Mr. Sushil Sharma, Company Secretary are the Key Managerial Personnel (KMP) of the Company as on 31 March 2023.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Act, the Board has carried out an annual performance evaluation of its own performance, board committees and of the directors individually (including Independent Directors) as per the criteria defined in the Nomination and Remuneration policy and expressed its satisfaction. The Independent Directors in their separate meeting, have evaluated the performance of Non-Independent Directors and the Board as a whole and Chairman ofthe Board. Furthermore, the Board is of the opinion that all the directors, as well as the directors appointed / re-appointed during the year, are persons of high repute, integrity & possess the relevant expertise, skill & experience and qualification in their respective fields. The criteria of evaluation and directors'' skill/expertise etc. are described in the ‘Corporate Governance Report'' and forms a part of this Report. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of directors, senior management personnel and performance evaluation of Directors/Board/Committees/ Chairman, has been designed to keep pace with the dynamic business environment and market-linked positioning. During the year, the Company has updated Nomination and Remuneration policy to align it with the amendments under the SEBI (LODR) Regulations. The amended Policy is available on the Company''s website at https://www.vaibhavglobal.com/code-policies. The detail of the remuneration paid to the directors during the year is provided in the ‘Corporate Governance Report'' and forms a part of this Report.

b) Board Meetings

During the year, four (4) Board Meetings were convened and held, the details of which are given in the ‘Corporate Governance Report'', forms a part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

c) Committees of the Board

Details of the committees, along with their composition, charters and meetings held during the year, are provided in the ‘Corporate Governance Report'', forms a part of this Report. During the financial year 2022-23, the Board has accepted all the recommendations of its committees.

d) 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 Act, and Regulation 16(1 )(b) of SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence

have been received from all the Independent Directors and also received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent Directors of the Company fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that they are independent of the management.

e) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The identified key skills/expertise/competencies of the Board and mapping with individual director are provided in the ‘Corporate Governance Report'', forms a part of this Report.

f) Board Policies/Codes

The Company has duly framed policies and codes which are required under the Act, SEBI (LODR) Regulations and other Laws/Rules/Regulations as applicable on the Company. The policies/codes as required to disclose on the website of the Company are available at https://www. vaibhavglobal.com/code-policies. The link of all policies is provided in the ‘Corporate Governance Report'', forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, 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 Act, to recommend the amount of expenditure to be incurred on the activities and to monitor the CSR policy of the Company from time to time. The Company has developed and implemented a CSR Policy containing projects and programs, which is available on Company''s website at https://www.vaibhavglobal.com/code-policies.

Your Company has spent a sum of '' 205.55 lacs under CSR activities during the year. A report on CSR activities, i.e. initiatives taken during the year, in the prescribed format as required under section 134(3)(o) read with section 135, inter-alia, contains composition of the CSR committee is annexed herewith as Annexure 2, which forms a part of this Report. The other initiatives undertaken by the Company and its subsidiaries for the help of the community, over and above the statutory requirements, are highlighted under ‘CSR Activities'' section of the Management Discussion and Analysis Report.

AWARDS AND RECOGNITIONS

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

1. Conferred with ‘Certificate of Recognition'' by the Institute of Company Secretaries of India for CSR Excellence under Small & Emerging Category.

2. Recognized with ‘India Risk Management Award'' under ‘Manufacturing Sector'' by ICICI Lombard and CNBC-TV 18. The award is presented annually to organizations demonstrating high standards of risk management practices.

3. Awarded with ‘Diplomatist Business Award'' in digital retailer of fashion jewelry and lifestyle products by Diplomatist Magazine.

4. Mr. Sunil Agrawal, Managing Director was recognized as ‘Business Leader of the Community for 2023'' by Indian Diamond and Colorstone Association (IDCA).

5. Featured as ‘Best Company to Work for 2022'' by Silicon India for a transparent and enterprising work culture.

6. Ranked amongst top 125 companies in India by Economic Times & Statista and was conferred with ‘India''s Growth Champion 2022'' award for achieving one of the highest percentage revenue growth between 2019 and 2022.

7. Certified as ‘India''s Top 50 Best Workplaces™ in India 2023'' by Great Place To Work® under manufacturing category.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31 March 2023.

PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the respective notes to the standalone financial statements of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations. 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 Act, in the prescribed form AOC-2 is annexed herewith as Annexure 3.

All related party transactions are placed before the Audit Committee and the Board of Directors for their review and

approval. Prior omnibus approval of the Audit Committee is obtained on annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions etc. of the transactions. During the year, the Board has amended the policy on the related party transactions and a policy on material subsidiaries. The updated policies are available on the Company''s website at https://www.vaibhavglobal.com/code-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 organisational 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 transparent manner.

During the year under review, Deloitte Touche Tohmatsu India LLP was engaged as Internal Auditors of the Company. They carried out the internal audit of the Company''s operations and reported its findings to the Audit Committee. Internal auditors also evaluated the functioning and quality of internal controls and provided assurance of its adequacy and effectiveness through periodic reporting. Internal audit was carried out as per risk-based internal audit plan, which was reviewed by the Audit Committee of the Company. The Audit Committee periodically reviewed the findings and suggestions for improvement and was apprised of the implementation status in respect of the actionable items. For more details, please refer ‘Internal Controls and their Adequacy'' section of the Management Discussion and Analysis Report, a part of this Report.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company, that seek to minimise the adverse impact on business objectives and capitalise on opportunities. The Company''s success as an organisation largely depends on its ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting its business. The Company has also framed, developed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimise 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. The risk management committee monitor and review the risk management plan and to perform functions as defined under the Act and SEBI (LODR) Regulations. During the year, the committee inter-alia reviewed and amended the risk management policy of the Company. The updated policy is available at the website of the Company. For more details, please refer ‘Risk Management'' section of the Management Discussion and Analysis Report, a part of this Report.

AUDITORS AND AUDITORS’ REPORT

A. Statutory Auditors

Pursuant to Section 139 of the Act, the shareholders at 33rd Annual General Meeting (AGM) has reappointed M/s B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for the second term of five years commencing from 1 April 2022 to 31 March 2027 and they shall hold office from the conclusion of 33rd AGM till the conclusion of 38th AGM of the Company.

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), statutory auditors of the Company, have submitted Auditors'' Reports on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 March 2023, which forms a part of this Annual Report. The Reports on standalone and consolidated financials does not contain any qualification, reservation, adverse remark or disclaimer. Information referred to in the Auditors'' Reports are self-explanatory and do not call for any further comments.

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Vinod Kothari & Company, Practicing Company Secretaries, have been reappointed as Secretarial Auditors of the Company to conduct the secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is attached herewith as Annexure 4. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Information referred to in the Secretarial Auditors'' Report are self-explanatory and do not call for any further comments.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2022-23 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, shall be obtained from M/s Vinod Kothari & Company, Practicing Company Secretaries and shall be placed on the website of the Company and Stock Exchanges.

The unlisted Indian subsidiaries does not fall under the criteria of secretarial audit as prescribed under Section 204 of the Act and Regulation 24A of the SEBI (LODR) Regulations.

C. Cost Audit

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

REPORTING OF FRAUDS BY AUDITORS

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

INVESTOR RELATIONS

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

PREVENTION OF INSIDER TRADING

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

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. In line with the same, the Company has

formulated an Anti-Sexual Harassment Policy (‘Policy''). All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) constituted under the policy is responsible for redressal of complaints related to sexual harassment at the workplace. The policy is available on the Company''s website at https://www.vaibhavglobal.com/code-policies. During the year under review, no complaint was received by the ICC committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy (‘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 https:// www.vaibhavglobal.com/code-policies. During the year under review, the Company has not received any complaint under this policy.

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.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 5.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate exhibit, forming part of this report, available on the website of the Company at https://www. vaibhavglobal.com/shareholder_communication/agm-egm-postalballot.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management & Administration) Rules, 2014, the annual return in the prescribed form is available on the website of the Company at https://www.vaibhavglobal.com/ shareholder_communication/agm-egm-postalballot.

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The importance of ESG, which stands for Environmental, Social and Governance, has been so far increased globally that almost all businesses have begun to integrate it into their operations and business strategies. Over the years, your Company has adopted ESG framework in the organisation through its mission, strategy, goals, values etc and believes in communicating its ESG performance in a transparent manner. In addition to statutory requirement for publishing Business Responsibility Report, your Company had also published its maiden Interim ESG Report for H1 and Annual ESG Report for financial year 2021-22 and is publishing Annual ESG Report for 2022-23.

We are proud to publish our 1st Business Responsibility and Sustainability Report (“BRSR”) describing the initiatives taken by the Company from an environmental, social and governance perspective, in a specified format which forms a part of this Annual Report. The said report is also available on the website of the Company.

The Company has BRSR Policy, aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India, which is also available on the website of the Company.

SECRETARIAL STANDARDS

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

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 2023-24 has been duly paid.

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 Act, in preparation of annual accounts for the financial year ended 31 March 2023 and state that:

a) in the preparation of the annual accounts for the financial year ended 31 March 2023, 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 31 March 2023 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 Act, 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.

UNCLAIMED DIVIDEND

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

The detail of unclaimed dividends and their corresponding shares would become eligible for transfer to IEPF on the dates mentioned below:

Divided for the Year

Type of Dividend

Dividend per share (?)

Date of declaration

Due date of transfer to IEPF

Unclaimed dividend as on 31 March 2023 (?)

Face Value of share on which dividend declared ('')

2018-19

Interim dividend

5.00

29 October 2018

5 December 2025

50,145.00

10.00

2018-19

Final dividend

5.00

30 July 2019

31 August 2026

54,895.00

10.00

2019-20

Interim dividend

7.00

29 January 2020

3 March 2027

61,551.52

10.00

2019-20

Special Interim dividend

19.74

19 March 2020

25 May 2027

2,38,301.28

10.00

2019-20

Final dividend

7.00

30 July 2020

5 September 2027

57,711.00

10.00

2020-21

1st interim dividend

5.00

30 July 2020

4 September 2027

43,240.00

10.00

2020-21

2nd interim dividend

5.00

29 October 2020

3 December 2027

38,489.00

10.00

2020-21

3rd interim dividend

7.50

29 January 2021

4 March 2028

63,034.50

10.00

2020-21

Final dividend

1.50

29 July 2021

1 September 2028

78,766.00

2.00

2021-22

1st interim dividend

1.50

29 July 2021

3 September 2028

68,205.50

2.00

2021-22

2nd interim dividend

1.50

27 October 2021

30 November 2028

84,211.50

2.00

2021-22

3rd interim dividend

1.50

27 January 2022

7 March 2029

83,125.76

2.00

2021-22

Final dividend

1.50

2 August 2022

3 September 2029

1,17,121.82

2.00

2022-23

1st interim dividend

1.50

2 August 2022

3 September 2029

1,31,844.23

2.00

2022-23

2nd interim dividend

1.50

27 October 2022

28 November 2029

1,02,058.90

2.00

2022-23

3rd interim dividend

1.50

24 January 2023

26 February 2030

79,756.97*

2.00

*unclaimed as on 17 May 2023. The Company has issued demand draft to the shareholders, whose banking detail were not updated. The said amount shall be adjusted accordingly for demand drafts which will remain uncashed, if any, after completion of three months from its issue date.

Shareholders may note that both the unclaimed dividend and corresponding shares, which have been transferred to IEPF in previous financial years, including all benefits arising on such shares, can be claimed from IEPF as per the procedure provided under the applicable provisions of the Companies Act, 2013. The Company sends periodic intimation to shareholders, advising them to lodge their claims with respect to unclaimed dividend.

Mr. Sushil Sharma, Company Secretary, has been appointed as nodal officer to ensure compliance with the IEPF Rules. The contact details of nodal officer and detail of unpaid/ unclaimed dividend are available on the website of the Company, i.e. https://www.vaibhavglobal.com/dividend.

OTHER DISCLOSURES

During the financial year under review:

1. 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;

2. There are no material/significant changes occurred between the end of the financial year 2022-23 and the date of this report which may impact the financial position of the Company;

3. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

4. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures to be made under Section 134(3)(m) of the Act read with Rule 8(3) 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 Company is making continuous efforts to conserve energy by adopting innovative measures to reduce wastage and optimise consumption. Some of the specific measures undertaken are:

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

• Renewable Energy

During the year, the Company has generated 47.67 lacs KWh electricity through renewable energy. The Company''s total solar capacity is 3.23 MW. The Company is addressing 100% power requirements of its two major manufacturing units of Jaipur through renewable energy.

• Electrical Vehicle

Towards reduction of carbon footprint, the Company has distributed 100 electric scooters, during the year, to its employees for their commute. The Company has distributed 184 electric scooters in total, including this year''s distribution, for employees'' commute. The Company is using one electric car for its routine transportation.

• Green Building

Our manufacturing unit at the Special Economic Zone (SEZ) in Jaipur, Rajasthan, is a LEED Platinum certified building.

• Water Management

We have rainwater harvesting structures of 6100 KL of water across all units of the Company. The Company recycle 48 KL per day, equivalent to ~17,500 KL annually through its ETP/STP plant. Our mission is to conserve water through rainwater harvesting to replenish depleting groundwater table and to provide clean drinking water. There are underground tanks at our manufacturing units with a total capacity to hold 500 KL rain water.

• Bio-diversity

We have accelerated efforts to enhance the green coverage at our plants and surroundings. During the year, we planted ~1400 trees, taking our cumulative plantation to over 7,000 trees. In order to promote biodiversity in Rajasthan, we initiated a multilayer plantation akin to forest in the rural areas and planted 28,000 saplings in two acres of land for Miyawaki forest.

These initiatives are in align with our vision to become Carbon Neutral in Scope 1 and Scope 2 GHG emissions by 2031 & pursuing to become Carbon Neutral in Scope 3 GHG emissions.

(ii) Capital investment on energy conservation equipment:

During the year, your Company has incurred '' 45 lacs to procure electric vehicles.

. Technology Absorption

(i) The efforts made towards 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. Towards technology and process upgradation in different segments, the Company has installed following technologies during the year:

a) SISMA LM-D180 Laser welding - The machine is used specially for laser welding process in Platinum, Silver and Gold metal.

b) Gold fiber laser cutting machine SW-FLC-GOLD - The machine is used for laser cutting and engraving process in Gold, Silver and Brass.

c) Electroplating Plant Walter Lemmen - Fully automatic system controlling the timer, voltage, water quality and electrolytes level. Plating tanks are made with special PP-N material.

d) Muffle furnace: The outer casing is made of mild steel sheet, and powder coated. Heating element are made of KANTHAL A-1 wire and backed by high temperature ceramic wool insulation, which avoids loss of energy.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The steps taken towards technology absorption by the company helped to improve its processes, product, save energy and reduce cost.

(iii) Imported technology: The Company has imported Electroplating Plant Walter Lemmen, SISMA LM-D180 Laser welding and Gold fiber laser cutting machine, during the year under review, which have been fully absorbed.

(iv) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and

outgo during the year under review is as under:

Sr. No. Particulars

'' in lacs

1. Foreign exchange earnings

56,429.60

2. Foreign exchange used

15,815.07

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.

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

For and on behalf of the Board of Directors

Harsh Bahadur

Chairman DIN:00724826

Place: Delhi Date: 17 May 2023


Mar 31, 2022

Your Directors have pleasure in presenting the 33rd Annual Report on the affairs of the Company, together with the Audited Financial Statements, for the financial year ended 31 March 2022.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The audited financial statements (standalone and consolidated) prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company. The highlights of financial performance (standalone and consolidated) of the Company for the financial year ended 31 March 2022 are as follows:

('' in lacs)

Particulars

Standalone (FY)

Consolidated (FY)

2021-22

2020-21

2021-22

2020-21

Revenue from Operations and Other Income

59,080.56

46,173.52

2,77,427.11

2,55,777.00

Less: Operating Cost

46,894.01

40,362.96

2,47,106.07

2,16,983.97

Operating Profit / PBDIT

12,186.55

5,810.56

30,321.04

38,793.03

Less: Finance Cost

258.78

178.88

609.69

462.94

Less: Depreciation & Amortization Expenses

645.10

513.34

5,480.92

3,913.82

Profit Before Tax (PBT)

11,282.67

5,118.34

24,230.43

34,416.27

Exceptional Items

(56.22)

-

2,824.16

-

Profit After Exceptional items

11,226.45

5,118.34

27,054.59

34,416.27

Less: Tax Expenses

(1,658.74)

435.23

3,343.43

7,240.93

Profit After Tax (PAT)

12,885.19

4,683.11

23,711.16

27,175.34

Other Comprehensive Income (Net of Tax)

72.45

(34.04)

607.15

(220.65)

Total Comprehensive Income

12,957.64

4,649.07

24,318.31

26,954.69

A detailed discussion on financial and operational performance of the Company is given under “Management Discussion and Analysis Report” forming part of this Report.

BUSINESS REVIEW

With over three decades of experience, Vaibhav Global Limited (''the Company'') has emerged as a vertically integrated fashion retailer, with multi-channel presence across well-integrated platforms, comprising 24x7 proprietary TV homeshopping channels, e-commerce websites, mobile apps, smart TV, OTT platforms, social media platforms, influence marketing, third-party marketplaces, and other digital means. We have a widespread global presence in the retail space with supply chain spread over 30 countries and significant operations in the US, the UK and very recently we also have ventured in Germany.

Our product assortment includes different lifestyle products including home, beauty, fashion and accessories. Major part of revenue pie is dominated by fashion jewellery, amounting up to 69% with remaining revenue accruing from lifestyle products. The share of lifestyle products in revenue mix is constantly increasing as we continue to enrich our product mix and enhance customer engagement. We are respected for a superior customer value proposition delivered through deep value, low-cost manufacturing, and quality products.

We have three highly reputed retail platforms, Shop LC (US), Shop TJC (UK) and Shop LC (Germany), which are well-known in the value segment having direct access to ~124 million households serving through our proprietary TV, Websites, OTA and digital platforms, including marketplaces, social media platforms and mobile apps. In an environment where sales channel boundaries are overlapping, VGL''s omnichannel presence drives and deepens customer engagement providing a huge opportunity for the future.

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

COVID-19

The Covid-19 pandemic which brought the whole world to standstill in 2020 again impacted the humanity with its ferocious second wave during initial months of the fiscal year 2021-22. Though the Covid accelerated the digital adoption and helped the industry to register strong set of numbers but, for the mankind this was an unprecedented event. We hope that the vaccination drives would enable to overcome the adversaries of Covid-19 in the future. Post first quarter of

FY22, as the Covid was receding and global vaccination was reaching its pivotal levels, people tend to opt for outings and in-person shopping. While there was a tailwind in FY21 which helped digital industry to grow, FY22 faced certain headwinds which we believe are transient and we are well prepared and placed to continue our growth trajectory in time to come. Leveraging our robust and vertically integrated supply chain, we kept our focus on planned digital investments. We perceive that our long-term business levers remains intact and e-commerce industry will recover soon. We are utilizing digital as a means to bring operational efficiencies, which includes implementation of GEEK robotic automation system at our warehouses, employing latest technology to enhance customer experience via digital marketing, interface upgradation etc.

As a responsible corporate citizen, your Company has supported the community during this pandemic through various initiatives like launching vaccination drives for its employees and their families, donating various critical medical equipment to hospitals.

DIVIDEND

The Board of Directors of your company is pleased to recommend a final dividend of '' 1.50/- per equity share of the face value of '' 2/- each (@75%) for the financial year 2021-22, for the approval of the equity shareholders at the ensuing 33rd Annual General Meeting (AGM). The dividend, if approved at 33rd AGM, will be paid to those members who will be the members of the Company on the book closure date

i.e. 1 July 2022.

Apart from above, during the year under review, the Board has declared the following interim dividend during FY 2021-22:

Particulars

Dividend per Share (?)

Date of declaration

Dividend

%

1st Interim Dividend

1.50

29 Jul 2021

75%

2nd Interim Dividend

1.50

27 Oct 2021

75%

3rd Interim Dividend

1.50

27 Jan 2022

75%

The dividend payout for FY 2021-22 is '' 98.2 crores. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations'') is available on the Company''s website at https://www.vaibhavglobal.com/code-policies.

TRANSFER TO RESERVE

The Board of Directors have decided to retain the entire amount of profits for FY 2021-22 in the profit and loss account and not to transfer any amount to the Reserves for the year under review.

CHANGE IN CAPITAL STRUCTURE

a) Authorised Share Capital:

During the year under review, there has been no change in the authorised share capital of the Company. However, pursuant to sub-division of the share of the Company,

the Authorised equity share capital was changed from 4,10,00,00 (Four Crore Ten Lacs Only) Equity Shares of '' 10/- (Rupees Ten only) each to 20,50,00,000 (Twenty Crores Fifty lacs only) Equity Shares of '' 2/- (Rupees Two only) each.

b) Issued and Subscribed Share Capital:

During the year under review, the Company has allotted 43,262 equity shares of '' 10/- each (before sub-division of shares) and 10,86,507 equity shares of '' 2/- each (after sub-division of shares) to eligible employees under Vaibhav Global Limited, Employee Stock Options Plan (As Amended) - 2006, in different tranches, through Vaibhav Global Employee Stock Option Welfare Trust, pursuant to the exercise of stock options. Further, the Company has not issued shares with differential voting rights.

EMPLOYEES BENEFIT SCHEME(S)

a) Restricted Stock Unit Plan-2019: The Company has granted 2,76,541 stock unit convertible into equal number of equity share of '' 2/- each to the eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited Restricted Stock Unit Plan-2019'' (hereinafter referred to as ‘RSU-2019'') during the year under review.

b) Management Stock Option Plan-2021: The Company has granted 23,187 stock options convertible into equal number of equity share of '' 2/- each to the eligible employees of the Company and its subsidiaries under Vaibhav Global Limited, Management Stock Option Plan-2021'' (hereinafter referred to as ‘MSOP-2021'') during the year under review.

c) Employee Stock Option Plan-2021: The Company has granted 82,816 stock options convertible into equal number of equity share of '' 2/- each to the eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited, Employee Stock Option Plan-2021'' (hereinafter referred to as ‘ESOP-2021'') during the year under review.

d) Employee Stock Options Plan (As Amended)-2006: The Company has not granted any stock option under ‘Vaibhav Global Limited, Employees Stock Options Plan (As Amended) -2006'' (hereinafter referred to as ‘ESOP-2006'') during the year under review.

All employees benefit schemes of the Company i.e. RSU-2019, MSOP-2021, ESOP-2021 and ESOP-2006, are in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Share based Employee benefits and Sweat Equity Shares) Regulation, 2021 as may be applicable from time to time. The required details pertaining to said schemes are available on the Company''s website: https:// www.vaibhavglobal.com/esop. The Secretarial Auditors'' certificate on the implementation of above said schemes in accordance with SEBI (Share based Employee benefits and Sweat Equity Shares) Regulation, 2021 will be made available during the 33rd AGM.

SUB-DIVISION OF EQUITY SHARES

During the year under review, the shareholders of the Company has approved the sub-division of 1 (One) equity share of face value of '' 10/- (Rupees Ten) each to 5 (Five) equity shares of face value of '' 2/- (Rupees Two) each by way of postal ballot resolution on 24 April 2021 pursuant to recommendation of Board of Directors in its meeting held on 22 March 2021. Accordingly, the capital clause of the Memorandum of Association of the Company has been amended. The sub-divided shares have been listed under new ISIN i.e. INE884A01027 on BSE Limited and National Stock Exchange of India Limited w.e.f. 10 May 2021 as record date fixed by the Company. Pursuant to aforesaid sub-division, the paid-up share capital of the Company of '' 32,58,14,140/-consisting of 3,25,81,414 equity shares having of face value of '' 10/- each had sub-divided into 16,29,07,070 equity shares of face value of '' 2/- each. Consequent to said subdivision of shares, the exercise price for all outstanding stock options/units and the number of stock options/ units which were available for grant and those already granted but not exercised (vested and unvested) as on the record date have been proportionately adjusted under all employee benefit schemes of the Company.

CREDIT RATING:

During the year under review, the Company''s credit rating for long-term bank facilities (Fund based) were revised from CARE A-; Positive / CARE A2 (Single A Minus ; Outlook: Positive / A Two Plus) to CARE A; Stable / CARE A1 (Single A ; Outlook: Stable / A One), which denotes adequate degree of safety regarding timely servicing of financial obligations. The short-term bank facilities were revised from CARE A2 (A Two Plus) to CARE A1 (A One) for bank guarantees and forward contract (Non-fund based) which denotes very strong degree of safety regarding timely servicing of financial obligations.

Further, ICRA has also assigned the rating as “A” for long term (Fund based) and A1 for short term (Non-fund based) bank facilities. The Outlook on the long term facilities is Stable. This rating indicates adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk.

HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:

Brett Enterprises Private Limited, holds 9,16,04,991 equity shares of '' 2/- each, representing 55.86% shareholding of the Company, is a holding Company of Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has the following subsidiaries and stepdown subsidiaries:

Subsidiaries

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

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 Global Supply Limited (formerly: STS Gems Limited), Hong Kong, a 100% subsidiary of the Company, engaged in outsourcing jewellery and lifestyle products primarily for the group, which in turn holds 100% in PT. STS Bali and STS (Guangzhou) Trading Limited.

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

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

f) Shop LC GmbH, Germany a 100% subsidiary of the Company, which is engaged in the business of selling the products to the retail consumers via television and ecommerce websites in Germany.

g) Vaibhav Vistar Limited, a 100% subsidiary of the Company, engaged in fashion jewellery and lifestyle products.

h) Vaibhav Lifestyle Limited, a 99.99% subsidiary of the Company, which is engaged in manufacturing and export of garments.

i) Encase Packaging Private Limited, a 60% subsidiary of the Company, which is engaged in the business of manufacturing and dealing in packaging materials.

Step-down Subsidiaries

a) Shop TJC Limited, UK (formerly: The Jewellery Channel Ltd.), 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 and internet shopping website (www.tjc.co.uk) and also a mobile app in the UK.

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

c) PT. STS Bali, a wholly-owned step-down subsidiary of the Company, engaged in outsourcing products for the group.

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

Change in Subsidiaries/Stepdown Subsidiaries

During the year under review, the Company has acquired the shares of following companies:

a) Shop LC GmbH, Germany: The Company has acquired the entire capital of Shop LC GmbH from Shop TJC Limited, UK, a stepdown subsidiary of the Company. Pursuant to said acquisition, the Shop LC GmbH, Germany became a direct wholly-owned subsidiary of the Company.

b) Vaibhav Lifestyle Limited: The Company has acquired 25% of shareholding of Vaibhav Lifestyle Limited from the existing shareholders of the Company on 31 March 2022 (One equity share is yet to be received from the transferor).

c) Encase Packaging Private Limited: The Company has acquired 60% equity capital of the Company on 15 March 2022 and it has become subsidiary of the Company.

There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (hereinafter referred to as ‘the Act''). There has been no material changes in the nature of the business of the subsidiaries except acquisition of above mentioned subsidiaries during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and all the subsidiaries forms a part of this Annual Report and have been prepared in accordance with Section 129(3) of the Act. Pursuant to Section 136 of the Act, the financial statements for the financial year ended 31 March 2022 in respect of each subsidiary are also available on the website of the Company, i.e. www.vaibhavglobal.com. A copy of the said financial statements shall be provided to shareholders upon request. A separate statement containing salient features of the financial statements of company''s subsidiaries in prescribed format AOC-1 which also provides details of the performance and financial position of each of the subsidiaries is annexed as Annexure 1 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Monica Justice, NonExecutive Woman Independent Directors of the Company, has completed her tenure as Independent Director on 5 September 2021. The Board placed on record its appreciation for her invaluable contribution and guidance.

The Company has regularised the appointment of Mr. Sanjeev Agrawal as a Director of the Company at 32nd Annual General Meeting held on 29 July 2021, who is liable to retire by rotation.

On the recommendation of Nomination, Remuneration and Compensation Committee, the Board of Directors, appointed Ms. Stephanie Renee Spong as an additional director under the category of Non Executive Woman Independent Director of the Company for a period of two years from 6 September 2021 to 5 September 2023 subject to the approval of shareholders of the Company. The Company has received

notice for her candidature for regularisation as a Director of the Company in the ensuing Annual General Meeting. In the opinion of the Board, she possesses adequate skill, knowledge, expertise, integrity and experience as determined by the Company being a Board Member. Keeping in view the knowledge, skill, expertise and vast & relevant experience of Ms. Stephanie Renee Spong, the Board has recommended her appointment as a Non-Executive Independent Director of the Company for the approval of shareholders in this ensuing Annual General Meeting.

Pursuant to section 152 of the Companies Act, 2013, Mr. Nirmal Kumar Bardiya and Mrs. Sheela Agarwal, NonExecutive Directors, who have been longest in the office, are liable to retire by rotation at the ensuing 33rd Annual General Meeting and eligible for re-appointment.

Mrs. Sheela Agarwal, Director of the Company offered herself for reappointment at ensuing 33rd AGM. The Board considered and recommended the same to the shareholders of the Company for their approval.

Mr. Nirmal Kumar Bardiya, Director of the Company, due to his preoccupation, has expressed his unwillingness for reappointment as Director of the Company at ensuing AGM. The Board placed on record his invaluable contribution and guidance to the Company/Board during his tenure as board member and recommended a resolution for the same for the approval of the shareholders. The Board has decided not to fill the vacancy caused due to his retirement.

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Agrawal, Managing Director, Mr. Vineet Ganeriwala, Group Chief Financial Officer and Mr. Sushil Sharma, Company Secretary are the Key Managerial Personnel of the Company as on 31 March 2022. During the year under review, there has been no change in the Key Managerial Personnel.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, board committees and of the directors individually (including Independent Directors) as per the criteria defined in the Nomination and Remuneration policy and expressed its satisfaction. The Independent Directors in their meeting have evaluated the performance of Non-Independent Directors and the Board as a whole and Chairman of the Board. Furthermore, the Board is of the opinion that Independent directors of the company are persons of high repute, integrity & possess the relevant expertise, skill & experience, qualification in their respective fields. The criteria of evaluation and directors'' skill/expertise etc. are described in the ‘Corporate Governance Report'' and forms a part of this Report. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of directors, senior management personnel and performance evaluation of Directors/Board/Committees/Chairman, has been

designed to keep pace with the dynamic business environment and market-linked positioning. The Policy is available on the Company''s website at https://www. vaibhavglobal.com/code-policies.

b) Board Meetings

During the year, four (4) Board Meetings were convened and held, the details of which are given in the ‘Corporate Governance Report'', forms a part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

c) Committees of the Board

Details of the committees, along with their composition, charters and meetings held during the year, are provided in the ‘Corporate Governance Report'', forms a part of this Report. During the financial year 2021-22, the Board has accepted all the recommendations of its Committees.

d) 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 Act, and Regulation 16(1)(b) of SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent directors of the Company fulfil the conditions specified in the Act and the SEBI (LODR) Regulations and that they are independent of the management.

e) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The identified key skills/expertise/competencies of the Board and mapping with individual director are provided in the ‘Corporate Governance Report'', forms a part of this Report.

f) Board Policies/Codes

The Company has duly framed policies and codes which are required under the Act, SEBI (LODR) Regulations and other Laws/Rules/Regulations as applicable on the Company. The policies/codes as required to disclose on the website of the Company are available at https://www. vaibhavglobal.com/code-policies.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, 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 Act, to recommend the amount of expenditure to be incurred on the activities and to monitor the CSR policy of the Company from time to time. The Company has developed and implemented a CSR Policy, which containing projects and programs. The policy is available on Company''s website at https://www. vaibhavglobal.com/code-policies. Your Company has spent a sum of '' 171.45 lacs under CSR activities during the year. A report on CSR activities, i.e. initiatives taken during the year, in the prescribed format as required under section 134(3)(o) read with section 135, inter-alia, contains composition of the CSR committee is annexed herewith as Annexure 2, which forms a part of this Report. The other initiatives undertaken by the Company and its subsidiaries for the help of the community, over and above the statutory requirements, are highlighted under ‘CSR Activities'' section of the Management Discussion and Analysis Report.

AWARDS AND RECOGNITIONS

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

1. Adjudged with ‘Commitment to Being a Great Place to Work'' award. This recognition is awarded to those organizations that have leveraged the GPTW framework to assess & improve their workplace culture over the years.

2. Received ‘Best Workplace in Manufacturing by Great Place To Work'' and were featured in the top 30 Companies in India.

3. Conferred with IGJ Award for being ‘Highest export of Silver Jewellery category for FY 2019-20, consecutively sixth year.

4. Received ‘Rajasthan State Best Employer Award - 2021''. The award has been given for best aligned HR practices in business, cultivating competencies for the future, talent management, performance-oriented culture and having an outstanding employee engagement strategy.

5. VGL''s SEZ Unit conferred with ‘Excellence Award'' for ‘IGBC Performance Challenge 2021 for Green Built Environment''.

6. Mr. Sunil Agrawal, Managing Director recognized as one of India''s best leaders in times of crisis 2021 award by great places to work.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31 March 2022.

Controls and their Adequacy'' section of the Management Discussion and Analysis Report, a part of this Report.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company, that seek to minimise the adverse impact on business objectives and capitalise on opportunities. The Company''s success as an organisation largely depends on its ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting its business. The Company has also framed, developed and implemented a Risk Management policy to identify the various business risks. This framework seeks to create transparency, minimise 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. The risk management committee monitor and review the risk management plan and to perform functions as defined under the Act and SEBI (LODR) Regulations. During the year, the committee inter-alia reviewed the risk management policy of the Company and cyber security/IT controls of the Company. For more details, please refer ‘Risk Management'' section of the Management Discussion and Analysis Report, a part of this Report.

AUDITORS AND AUDITORS’ REPORT A. Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), statutory auditors of the Company, have submitted Auditors'' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 March 2022, which forms a part of this Annual Report. The Reports does not contain any qualification, reservation, adverse remark or disclaimer. Information referred to in the Auditors'' Reports are self-explanatory and do not call for any further comments.

Further, pursuant to Section 139 of the Companies Act, 2013, the shareholders had appointed of M/s B S R & Co. LLP, Chartered Accountants as Statutory Auditors from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company. Accordingly, the first term of Statutory Auditors will be completed at the conclusion of ensuing AGM. Based on the recommendation of the audit committee, the Board of Directors of the Company has recommended the reappointment of M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration Number 101248W/ W-100022) as the statutory auditors of the Company for the second term of five years commencing from 1 April 2022 to 31 March 2027 and they shall hold office from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting, subject to the approval of the shareholders at ensuing Annual General Meeting.


PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the respective notes to the standalone financial statements of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations. 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 Act, in the prescribed form AOC-2 is annexed herewith as Annexure 3. All related party transactions are placed before the Audit Committee and the Board of Directors for their review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. During the year, the Board has amended the policy on the related party transactions and a policy on Material Subsidiaries. These are available on the Company''s website at https://www.vaibhavglobal.com/code-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 organisational 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 transparent manner. During the year under review, Deloitte Touche Tohmatsu India LLP were engaged as Internal Auditors of the Company. They carried out the internal audit of the Company''s operations and reported its findings to the Audit Committee. Internal auditor also evaluated the functioning and quality of internal controls and provided assurance of its adequacy and effectiveness through periodic reporting. Internal audit was carried out as per risk-based internal audit plan, which was reviewed by the Audit Committee of the Company. The Committee periodically reviewed the findings and suggestions for improvement and was apprised on the implementation status in respect of the actionable items. For more details, please refer ‘Internal

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Vinod Kothari & Company, Practicing Company Secretaries, have been reappointed as Secretarial Auditors of the Company to conduct the secretarial audit of the Company for the financial year 2021-22. The Secretarial Audit Report for the financial year 2021-22 is attached herewith as Annexure 4. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Information referred to in the Secretarial Auditors'' Report are self-explanatory and do not call for any further comments.

C. Cost Audit

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

REPORTING OF FRAUDS BY AUDITORS

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

INVESTOR RELATIONS

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

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI (PIT) Regulations''), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Company''s shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Company''s shares is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code is available on the Company''s website at https://www.vaibhavglobal.com/ code-policies. The Board of Directors have also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information containing policy for determination of ‘legitimate purposes'' as a part of this Code, which is available on the Company''s website at https://www. vaibhavglobal.com/code-policies.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. In line with the same, the Company has formulated an Anti-Sexual Harassment Policy (‘Policy''). All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) constituted under the policy is responsible for redressal of complaints related to sexual harassment at the workplace. The policy is available on the Company''s website at https:// www.vaibhavglobal.com/code-policies. During the year under review, the Company has received two complaints and the same were resolved by the ICC. No complaint was pending pertaining to sexual harassment as on 31 March 2022.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy (‘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 https:// www.vaibhavglobal.com/code-policies. During the year under review, the Company has not received any complaint under this policy.

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.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 5.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management & Administration) Rules, 2014, the annual return in the prescribed form is available on the website of the Company at https://www.vaibhavglobal.com/ shareholder_communication.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance and Certificate from the Company Secretary in Practice confirming compliance of conditions, as stipulated under SEBI (LODR) Regulations, forms an integral part of this Annual Report. The Managing Director of the Company has confirmed and declared that

all the members of the Board and the senior management personnel have affirmed compliance with the code of conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, in a specified format is being given separately and forms a part of this Annual Report. The said report is also available on the website of the Company.

SECRETARIAL STANDARDS

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

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 2022-23 has been duly paid.

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 Act, in preparation of annual accounts for the financial year ended 31 March 2022 and state that:

The detail of unclaimed dividends and their corresponding shares would become eligible for transfer to IEPF on the dates mentioned below:

Divided for the Year

Type of Dividend

Dividend per share (?)

Date of declaration

Due date of transfer to IEPF

Unclaimed dividend as on 31 March 2022 (?)

Face Value of share on which dividend declared (?)

2018-19

Interim dividend

5.00

29 October 2018

5 December 2025

58,695.00

10.00

2018-19

Final dividend

5.00

30 July 2019

31 August 2026

62,720.00

10.00

2019-20

Interim dividend

7.00

29 January 2020

3 March 2027

74,067.00

10.00

2019-20

Special Interim dividend

19.74

19 March 2020

25 May 2027

2,57,468.82

10.00

2019-20

Final dividend

7.00

30 July 2020

5 September 2027

67,483.00

10.00

2020-21

1st interim dividend

5.00

30 July 2020

4 September 2027

49,618.00

10.00

2020-21

2nd interim dividend

5.00

29 October 2020

3 December 2027

56,032.00

10.00

2020-21

3rd interim dividend

7.50

29 January 2021

4 March 2028

99,756.50

10.00

2020-21

Final dividend

1.50

29 July 2021

1 September 2028

1,03,169.50

2.00

2021-22

1st interim dividend

1.50

29 July 2021

3 September 2028

93,887.50

2.00

2021-22

2nd interim dividend

1.50

27 October 2021

30 November 2028

98,111.55

2.00

2021-22

3rd interim dividend

1.50

27 January 2022

7 March 2029

43,410.92*

2.00

“unclaimed as on 23 May 2022. The Company has issued demand draft to the shareholders, whose banking detail were not updated. The said amount shall be adjusted accordingly for demand drafts which will remain uncashed, if any, after completion of three months from their issue date.

a) in the preparation of the annual accounts for the financial year ended 31 March 2022, 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 31 March 2022 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 Act, 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.

UNCLAIMED DIVIDEND

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

During the years under review, the Company has transferred the unclaimed dividend of '' 29,474.40 and 10,930 Equity Shares to IEPF. Shareholders may note that both the unclaimed dividend and corresponding shares, which has been transferred to IEPF, including all benefits arising on such shares, can be claimed from IEPF as per the procedure provided under the applicable provisions of the Companies Act, 2013. The Company sends periodic intimation to shareholders, advising them to lodge their claims with respect to unclaimed dividend.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts 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 2021-22 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 Act 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 sustainability 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.

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

• Renewable Energy

The Company focusses to use maximum renewable energy. The Company completed commission of 1.55 MW solar projects in 2021, which increased its total solar capacity to 3.23 MW. With this, the Company is now addressing 100% power requirements of its Jaipur manufacturing facilities through renewable energy. During the year, the Company has generated 40.39 KWh electricity through renewable energy.

• Electrical Vehicle

The Company has distributed 84 electric two wheelers to its employees for transportation and deployed 3 electric four - wheelers for the office use which will help to reduce the carbon footprints.

• Green Building

Our manufacturing unit at the Special Economic Zone (SEZ) in Jaipur, Rajasthan, is a LEED Platinum certified building. Our SEZ unit has been conferred ‘Excellence Award'' in ‘IGBC Performance Challenge 2021 for Green Built Environment'' under ‘Factory Category'' by Indian Green Building Council (IGBC). VGL is one of the three distinguished company in India under ‘Factory Category'' who has been recognized with this ‘Excellence Award'' and was the only jewellery manufacturing plant in India who achieved this milestone.

• Water Management

Installed rainwater harvesting structures, enabling ~61 lacs litres of water harvesting across all units of VGL India. Set up of ETP/STP plant at the premises to ensure maximum recycling and reuse of water in the process. We recycle 48 KL per day, equivalent to ~17,500 KL annually. Our mission is to conserve water through rainwater harvesting to replenish depleting groundwater table and to provide clean drinking water. An area in one of our manufacturing units has been converted into an underground tank with a capacity to hold 100 KL water.

• Bio-diversity

We have accelerated efforts to enhance the green coverage at our plants and surroundings. During the year, we planted ~1600 trees, taking our cumulative plantation to over 5,600 trees. In order to promote biodiversity in Rajasthan, we initiated a multi-layer plantation akin to forest in the rural areas and planted 26,000 saplings in two acres of land for Miyawaki forest.

These initiatives are in alignment with our vision to become Carbon Neutral in Scope 1 and Scope 2 GHG emissions by 2031 & pursuing to become Carbon Neutral in Scope 3 GHG emissions

(ii) Capital investment on energy conservation equipment:

During the year, '' 543.55 lacs incurred for solar project and electric vehicles till 31 March 2022.

B. Technology Absorption

(i) The efforts made towards 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. Towards technology and process upgradation in different segments, the Company has installed following technologies during the year:

a) Sulthasis casting Machine VPC 100- The machine is used for specially for gold casting, diamond wax setting pcs casting.

b) Fisher Machine - The machine is used for metal testing, chemical testing and plating thickness testing.

c) Laser star cutting and stamping 3400 series - This machine is used for stamping and laser cutting on metal.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

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

(iii) Imported technology: The Company has imported Sulthasis casting Machine VPC 100, Fisher Machine and Laser star cutting and stamping machines during the year under review which have been fully absorbed.

(iv) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

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

Sr. No. Particulars

'' in lacs

1. Foreign exchange earnings

57,706.49

2. Foreign exchange used

16,213.88

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.

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

For and on behalf of the Board of Directors

Harsh Bahadur

Place: Delhi Chairman

Date: 23 May 2022 DIN: 00724826


Mar 31, 2018

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


Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2017.

Financial Performance and Highlights

The Standalone and Consolidated Audited Financial Results of the Company for the financial year ended 31st March, 2017 are as follows:

Rs, in crore

Particulars

Standalone (F.Y.)

Consolidated (F.Y.)

2016-17

2015-16

2016-17

2015-16

Revenue from Operations and Other Income

485.03

367.99

1,452.25

1,293.57

Less: Operating Cost

442.40

329.78

1,350.53

1,218.31

Operating Profit / PBDIT

42.63

38.21

101.72

75.26

Less: Interest & Finance Charge

4.83

4.42

6.41

6.82

Less: Depreciation & Amortization Expenses

8.34

5.50

29.41

23.65

Profit Before Tax and Exceptional Items

29.46

28.29

65.90

44.79

Add: Exceptional Items

-

-

-

Profit Before Tax (PBT)

29.46

28.29

65.90

44.79

Less: Tax Expenses

5.82

10.14

8.14

4.97

Less: Minority Interest

-

-

0.03

-

Profit After Tax (PAT)

23.64

18.15

57.73

39.82

Less: Transfer to General Reserve

-

-

-

-

Add: Impact on inter transfer of shares & Minority Interest

-

-

-

-

Surplus

23.64

18.15

57.73

39.82

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

Business Review

Vaibhav Global Limited is an electronic retailer of fashion and lifestyle products in the US and UK markets sold on our proprietary TV shopping and web platforms with direct access to over 110 million TV households. The Company delivers deep value propositions to discount-seeking customers and has developed organically a robust B2C franchise in its focus markets. This is an achievement very few Indian companies have been able to accomplish.

The Company has expanded its portfolio, focusing on adjacent product categories that target similar market segments. While fashion jewelry forms a large part of the portfolio, the Company also sells lifestyle accessories, home textiles and cosmetics, all of which are targeted at the same customer and enables 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. Also, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements for the financial year ended 31st March, 2017 in respect of each subsidiary are 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 2016 -17.

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 the 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 jewelry to departmental stores, TV channels and others in USA on a wholesale basis.

c) STS Gems Limited, Hong Kong, a 100% subsidiary of the Company, engaged in outsourcing jewelry 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) Jewel Gems USA Inc., a wholly-owned step-down subsidiary of the Company, engaged in providing call center and other support services to the VGL Group companies.

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

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

d) PT STS BALI, a 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.

Change in Capital Structure

a) Conversion of Global Depository Receipts (GDRs)

During the year under review, Sonymike’s Holdings Limited, a Promoter Group Company and GDR holder, has converted 3,95,000 (Three lac ninety five thousand) GDRs, convertible into 39,50,000 (Thirty nine lac fifty thousand) equity shares of H10/- each. Pursuant to conversion of GDRs, the aggregate shareholding of Promoter and Promoter Group increased to 2,22,21,983 (Two crore twenty two lac twenty one thousand nine hundred eighty three) equity shares as on 31st March, 2017.

b) Allotment of equity shares

During the year, the Company has allotted 30,486 equity shares of H10/- 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 increased from H32,51,51,310/-(Rupees thirty two crores fifty one lac fifty one thousand three hundred and ten only) to H32,54,56,170/- (Rupees thirty two crores fifty four lac fifty six thousand one hundred and seventy only). Further, the Company has not issued shares with differential voting rights.

c) Reduction of Capital

During the year, the Company has set-off the accumulated losses amounting to H2,64,27,18,509/- (Rupees two hundred and sixty four crores twenty seven lacs eighteen thousand five hundred nine only) shown in the Surplus/(Deficit) head of Reserves & Surplus of the Company as on 31st March, 2015 against the Securities Premium Account amounting to H5,89,72,28,735/- (Rupees five hundred eighty nine crores seventy two lacs twenty eight thousand seven hundred thirty five only) and thereby leaving a balance amounting to H3,25,45,10,226/- (Rupees three hundred twenty five crores forty five lacs ten thousand two hundred twenty six only) in the Securities Premium Account in pursuance of order of the Hon''ble Rajasthan High Court, (Jaipur Bench) dated 18th November 2016 for sanctioning the Scheme of Reduction of Capital under Section 100 to 104 of the Companies Act, 1956, read with Section 52 of the Companies Act, 2013.

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

During the year, 5,45,178 (Five lac forty five thousand one hundred seventy eight) stock options convertible into 5,45,178 (Five lac forty five thousand one hundred seventy eight) equity shares of H10/- 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 detail is available on the Company’s website: http://www.vaibhavglobal.com/esop.

Credit Rating

During the year, credit rating of the Company has been reaffirmed as CARE BBB (Triple B Plus) for the long-term bank facilities and CARE A2 (A Two) for short-term bank facilities.

Directors and Key Managerial Personnel (KMP)

During the financial year, the Board of Directors at its meeting held on 7th February, 2017 appointed Mr. James Patrick Clarke as an Additional Director under the category of Non-Executive Independent Director of the Company. It is proposed to appoint him as an Independent Director for a period of two years at the ensuing Annual General Meeting. The Board also appointed Mr. Sunil Goyal as an Additional Director w.e.f. 8th March, 2017 under the category of Non-Executive Independent Director of the Company by a resolution passed by circulation. It is proposed to appoint him as an Independent Director for a period of three years at the ensuing Annual General Meeting.

During the financial year, Mr. Hemant Sultania, Non-Executive Non-Independent Director and Mr. Vikram Kaushik, Independent Director on the Board of the Company have resigned w.e.f 12th May, 2016 and 19th May, 2016, respectively. Further, Mr. Surendra Singh Bhandari, Mr. P. N. Bhandari and Mr. Mahendra Kumar Doogar, Non-Executive Independent Directors of the Company, have completed their tenure as Independent Directors on the Board of the Company on 31st March, 2017. The Board of Directors has placed on record its warm appreciation of the rich contribution made by the above Directors. Mr. Brahm Prakash, Company Secretary and Compliance officer of the Company has resigned w.e.f. 14th February, 2017.

The Board of Directors appointed Dr. Purushottam Agarwal as an Additional Director under category of Non-Executive Independent Director on 15th May, 2017. It is proposed to appoint him as an Independent Director for a period of one year at the ensuing Annual General Meeting.

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, that of 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 and forms part of this report as Annexure 2.

b) Board meetings

The Board of Directors met five times during the financial year 2016-17 on 19th May, 2016, 28th July, 2016, 28th October, 2016, 30th January, 2017 and 7th February, 2017. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

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 which are as follows:

a) Audit Committee

b) Nomination, Remuneration & Compensation Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders’ Relationship Committee

Details of all the 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 compliances 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, 2017 and state that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, 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, 2017 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 3.

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 provision of 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 behavior, 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 procedures, guidelines and regulations as applicable in a transparent manner.

M/s S.S. Surana & Co., Chartered Accountants, 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 2017-18 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, 2017.

Awards and Recognitions

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

a) Secured first rank for ‘India Gem & Jewellery Awards 2016’ in the category of ‘Silver Jewellery’ continuously for the fourth time by the Gems & Jewellery Export Promotion Council (GJEPC).

b) Secured first rank for ‘India Gem and Jewellery Award 2016’ in the category of ‘Highest CSR’ for the financial year 2015-16 by the Gem & Jewellery Export Promotion Council (GJEPC).

c) "Gold Trophy" under Northern Region Export Excellence Award for outstanding ‘Export Performance’ in the category of ‘Top Exporter Rajasthan - Non-MSME’ by Federation of Indian Export Organizations (FIEO), set up by the Ministry of Commerce, Government of India.

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 4.

Auditors and Auditors’ Report

A. Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, the term of office of M/s Haribhakti & Co. LLP, Chartered Accountants, and M/s B. Khosla & Co., Chartered Accountants, as statutory auditors of the Company will be accomplished at the conclusion of the 28th Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s Haribhakti & Co. LLP and M/s B. Khosla & Co. as joint statutory auditors of the Company.

The Company has received a consent letter and eligibility certificate from M/s B S R & Co. LLP, Chartered Accountants, for the appointment as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting. Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration Number 101248W/ W-100022) as the statutory auditors of the Company for a period of five years from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting.

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, 2017. 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 there under , M/s JAKS & Associates, Company Secretaries, was appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the financial year 2016-17 is attached herewith as Annexure 5. The report does not contain any reservation, qualification or adverse remark. Information referred to in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

Investor Relations

Your Company interacted with numerous Indian and overseas investors and analysts in many ways, including one-on-one meetings, attendance at investor conferences, regular quarterly meetings and annual analyst meet, 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. The composition of the CSR committee has been given in the Annual Report on CSR activities.

Your Company has contributed a sum of Rs,152.25 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 is annexed herewith as Annexure 6.

Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rules made there under as amended from time to time has been given as Annexure 7.

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 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 statutory auditors of the Company 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 have affirmed compliance with the code of conduct.

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 have occurred between the end of the financial year 2016-17 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. The Company has taken significant measures to reduce the energy consumption through the following means:

1. Installation of a 200-KW solar plant at its SEZ unit, which is synchronized with the electrical panel and reduces the Company''s electricity demand from external sources. The plant meets upto 15% of the electricity needs of the Company.

2. Installation of on load tap charger (OLTC) transformer.

3. Installation of solar tubes that provide sunlight in key departments after diffusing it, thereby reducing electricity consumption.

4. Installation of efficient LEDs which provide proper lux level in low wattage and also reduce heat generation, lowering HVAC loads.

5. Installation of a 100-KLD STP plant by which the Company recycles water which is used in flushing, gardening and in the cooling tower.

B. Technology Absorption

Your Company possesses an in-house research and development wing, 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 taken the following initiatives:

1. The installation of an OTEC tumbler that reduce 50% work of polishing and filing for non-linking pieces.

2. The installation of an automatic die storage machine which can store around 70,000 dies, thereby reducing the time for searching the proper die & design.

3. The installation of thermal storage for HVAC in which ice is formed during the night for use during the day.

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo is furnished in the notes to accounts to 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 the shareholders for reposing their unstinted trust and confidence in the management of the Company.

For and on behalf of the Board of Directors

Sd/-

Sunil Agrawal

Place: Jaipur Chairman & Managing Director

Date: 15th May, 2017 DIN: 00061142


Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 26th Annual Report together with the audited financial statements for the year ended 31st March, 2015.

Financial Performance and Highlights

The Standalone and Consolidated Audited Financial Results of the Company for year ended 31st March, 2015 are as follows:

RS. in Crore

Standalone ( F.Y) Particulars 2014-15 2013-14

Revenue from Operations and Other 415.82 379.42 Income

Less: Operating Cost 365.16 315.30

Operating Profit / PBDIT 50.66 64.12

Less : Interest & Finance Charge 5.33 11.75

Less : Depreciation & Amortization 5.58 2.46 Expenses

Profit Before Tax and Exceptional 39.75 49.91 Items

Add : Exceptional items - 3.39

Profit Before Tax (PBT) 39.75 53.30

Less : Tax Expenses 9.78 0.14

Less : Minority Interest - -

Profit after Tax (PAT) 29.98 53.16

Less: Interim Dividend (Previous year on Preference Shares; Current 9.32 3.39 year on Equity Shares)

Less: Transfer to General Reserve 5.00 -

Less: Transfer to Capital Redemption - 44.00 Reserve

Add: Impact on Inter transfer of - - Shares & Minority Interest

Surplus 15.65 5.77

Consolidated (F.Y) Particulars 2014-15 2013-14

Revenue from Operations and Other 1,388.45 1,333.31 Income

Less: Operating Cost 1,241.56 1,156.05

Operating Profit / PBDIT 146.89 177.25

Less : Interest & Finance Charge 7.33 14.50

Less : Depreciation & Amortization 11.88 7.47 Expenses

Profit Before Tax and Exceptional 127.67 155.28 Items

Add : Exceptional items - -

Profit Before Tax (PBT) 127.67 155.28

Less : Tax Expenses 24.50 2.75

Less : Minority Interest 0.00 -

Profit after Tax (PAT) 103.16 152.53

Less: Interim Dividend (Previous year on Preference Shares; Current 9.32 3.39 year on Equity Shares)

Less: Transfer to General Reserve 5.00 -

Less: Transfer to Capital Redemption - 44.00 Reserve

Add: Impact on Inter transfer of - 1.83 Shares & Minority Interest

Surplus 88.84 106.97

* Previous year figure have been re grouped and re- arranged wherever necessary.

Dividend

The Board of Directors at its meeting held on 11th November, 2014 declared an interim dividend of RS. 2.89 per equity share including dividend tax.

The Companies (Amendment) Bill, 2014 (which is passed by both Houses of Parliament) puts certain restriction on payment of dividend. In view of this no fina dividend has been proposed by the Board.

Transfer to Reserve

The Board of Directors proposes to transfer a sum of RS.5 crores to the General Reserve.

Business Review

Vaibhav Global Limited (VGL) is a global retailer of fashion jewelry and lifestyle accessories on its proprietary TV home shopping and e-commerce platforms with live telecasts in the US, the UK, Canada and Ireland. Our TV home shopping platform provides direct customer access to over 100 million households on full-time equivalent basis in our principal operating markets. Retail websites in these geographies further expand our customer visibility and engagement.

The fashion jewelry portfolio has been extended to incorporate lifestyle accessories, home textiles and cosmetics, all of which are adjacent markets with similar price points and buying behaviors that together targets a larger portion of the existing customers shopping basket. Products are outsourced from micro-markets across India, China, Thailand and Indonesia, while core manufacturing operations are in Jaipur, India. For details please refer to Business Overview Section in Management Discussion and Analysis Report.

Conversion of loan given to Genoa Jewelers Limited, wholly owned subsidiary of the Company

During the period under review, the Company has, out of loan of RS. 74.79 crores given to M/s Genoa Jewelers Limited, a wholly owned subsidiary of the Company, converted RS.27.81 crores into equity of the said subsidiary and accordingly, 45,00,000 equity shares of USD 1 has been issued by the subsidiary.

Repayment of Term Loan

During the period under review, your Company has repaid the entire amount of long term loan of RS.45.94 crores from its internal accruals and consequently, the Company has become zero debt Company on net basis. The Company has Cash and Bank Balance including liquid investments in liquid funds of RS.96.2 crores against Working Capital loan of RS. 76.2 crores as on 31st March, 2015.

Consolidated Financial Statements

The Consolidated Financial Statements prepared by the Company include financial information of its subsidiaries prepared in accordance with the Accounting Standards issued by Institute of Chartered Accountants of India (ICAI) and Listing Agreement, as prescribed by SEBI.

Audited Financial Statements of the Company''s Subsidiaries

The audited financial statements, the Auditors'' report thereon and the Boards report for the financial year ended 31st March, 2015 in respect of each subsidiary are available on the website of the Company i.e www.vaibhavglobal.com. A copy of said documents shall be provided to the shareholder upon request. A separate statement in form AOC-1 containing salient feature of the financial statement of its subsidiaries is enclosed herewith as Annexure 1 to this report. The statement also provides the details of performance and financial positions of each of the subsidiaries.

Particular of Loans, Guarantees and Investment

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 13, 29, 11 respectively to the Standalone Financial Statements of the Company.

Income Tax

The demand of RS. 14.49 crores for the financial year 2009-10 on account of certain transfer pricing adjustments namely exports, loan and bank guarantees to wholly owned subsidiaries was contested and appeal was filed with the Hon''ble Income Tax Appellate Tribunal (ITAT) Jaipur, Bench. The Hon''ble ITAT has now issued order in favour of the Company except minor adjustments.

Details of Subsidiaries

The Company has the following major operating Subsidiaries and Step Down Subsidiaries:

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

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

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

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

e) Jewel Gems USA Inc. a wholly owned step down subsidiary of the Company engaged in providing call center and other support services to the VGL Group companies.

f) The Jewelery Channel Ltd. UK (TJC UK), a wholly owned step down subsidiary of the Company, engaged in sale and marketing of fashion jewelry and life style products through electronic media and operates a dedicated 24x7 hours TV shopping channel and Internet shopping website (www.tjc.co.uk) in UK.

g) The Liquidation Channel Inc, USA (TJC USA), a wholly owned step down subsidiary of the Company is engaged in marketing of fashion jewelry and life style products through electronic media and operates a dedicated 24x7 hours TV shopping channel and Internet shopping website (www.liquidationchannel.com) in USA.

h) PT STS BALI, a step down subsidiary of the Company, Hong Kong engaged in a outsourcing products for the group from Indonesia.

Change in Capital Structure

a) Conversion of Global Depository Receipts (GDRs)

During the year under review, Sonymike''s Holdings Limited, a promoter group Company and GDR holder has converted 1,80,000 (One Lac Eighty Thousand) GDRs, convertible into 18,00,000 (Eighteen Lac) Equity Shares of RS. 10 each. Pursuant to conversion of GDRs, the aggregate shareholding of Promoter & Promoter Group increased to 1,52,78,383 (One Crore Fifty Two Lac Seventy Eight Thousand Three Hundred Eight Three) Equity Shares.

b) Allotment of Equity Shares

During the year, the Company has allotted 2,26,765 Equity Shares of C 10 each to eligible employees /Vaibhav Global Employee Stock Option Welfare Trust, pursuant to exercise of Stock Options and consequently, the Paid Up Equity Share Capital of the Company increased from C32,17,56,180 (Thirty Two Crores Seventeen Lac Fifty Six Thousand One Hundred Eighty) to RS. 32,40,23,830 (Thirty Two Crores Forty Lac Twenty Three Thousand Eight Hundred Thirty). Further, the Company has not issued shares with differential voting rights.

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

During the year, the Compensation Committee of the Board of Directors of the Company granted 5,36,555 (Five Lac Thirty Six Thousand Five Hundred Fifty Five) stock options convertible into 5,36,555 (Five Lac Thirty Six Thousand Five Hundred Fifty Five) Equity Share of C 10 each to various employees of the Company and its Subsidiaries.

The information as required by SEBI Guidelines and Companies Act, 2013 are set out in Annexure 2 to this report.

CREDIT RATING

Your Company''s credit rating has been strengthened for Long term facilities from CARE BB (Double B Plus) to CARE BBB (Triple BBB) and for short term facilities from CARE A4 (A Four Plus) to CARE A3 (A Three Plus).

Directors and Key Managerial Personnel (KMP)

The Central Government vide its letter dated 26th December, 2014 has approved the appointment of Mr. Sunil Agrawal as Chairman & Managing Director of the Company for a period of five years i.e. 1st February, 2014 to 31st March, 2019.

During the year, Mr. Santosh Madan, Nominee Director (Punjab National Bank) resigned w.e.f 14th May, 2014. On the recommendation of the Nomination & Remuneration Committee, the Board, subject to the consent of shareholders, appointed Mr. Peter D. Whitford as an Independent Director for a period commencing from 14th May, 2014 to 31st March, 2017 and also appointed Mr. P. N. Bhandari as a Director in casual vacancy as an Independent Director, caused due to demise of Mr. Mitha Lal Mehta w.e.f. 29th January, 2015 for the remaining period of Mr. Mehta i.e. upto 31st March, 2017. They gave a declaration that they meet the criteria of independence as mentioned in Section 149(6) of the Companies Act and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and articles of Association of the Company, Mr. Nirmal Kumar Bardiya, Director of the Company retire by rotation and being eligible, offer himself for re-appointment.

The Board of Directors designated the following persons as Key Managerial Personnel ( KMP) in terms of requirements of Section 203 of the Companies Act, 2013 :

i) Mr. Sunil Agrawal - Chairman & Managing Director

ii) Mr. Hemant Sultania - Group CFO

iii) Mr. Brahm Prakash - Company Secretary

Mr. Hemant Sultania, Group CFO resigned from the services of the Company and the Board accepted his resignation and placed on record its deep appreciation of the high quality work put in by him during his tenure. He will be relived from his duties on 27th July, 2015.

a. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors. The evaluation process has been explained in the Corporate Governance Report.

b. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The Remuneration Policy is given in the Corporate Governance Report.

c. Board Meetings

The Board of Directors met five times during the financial year 201415 on 14th May, 2014, 25th July, 2014, 5th November, 2014, 11th November, 2014 and 29th January, 2015 as detailed in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

d. 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 Clause 49 of the Listing Agreement. The terms & conditions for the appointment of Independent Directors are given at the website of the Company and separately disclosed in the Corporate Governance Report.

Committees of the Board

There are currently four Committee of the Board which are as follows :

a) Audit Committee

b) Nomination & Remuneration Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders" Relationship Committee

e) Compensation Committee

The Board of Directors at its meeting held on 21st May, 2015 merged the "Nomination & Remuneration Committee" and "Compensation Committee". Details of all the 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

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies as mentioned in note 1 to the financial statements have been selected and applied them consistently and made judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31st March, 2015 and profit and loss of the Company for that period;

(c) proper and sufficient care has been taken 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.

(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 were 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 form AOC 2 is annexed herewith as Annexure 3.

A list of all related party transactions is placed before the Audit Committee as well as the Board of Directors. The Board has also framed a policy on related party transactions and the same is available on Company''s website i.e. http://www.vaibhavglobal.com/vaibhav2/ investorsection/Policy-on-Related-Party-Transactions.pdf.

Pursuant to the provision of the Listing Agreement, the Board has framed a Policy on Material Subsidiaries and the same is available on Company''s website i.e. www.vaibhavglobal.com/vaibhav2/investorsection/Policy-on-Material- Subsidiaries.pdf

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 behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or policy. The policy is also available on the Company''s website at the link : www.vaibhavglobal.com/vaibhav2/investorsection/ Policy-of-Whistle-Blower-Vigil-Mechanism.pdf

Internal Control Systems and their Adequacy

The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business. The Company maintains adequate internal control systems that provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets. M/s S.S Surana & Co., Chartered Accountants appointed as an Internal Auditors of the Company. The Internal Auditors independently evaluate adequacy of internal controls and audit the majority of the transactions undertaken by the Company. Post audit reviews are carried out to ensure that audit recommendations have been implemented. The Audit Committee of the Board of Directors which comprises of majority of Independent Directors, inter alia, reviews the adequacy and effectiveness of internal Control and monitors implementation of Internal Audit observations. The Company has also appointed M/s Mahajan & Aibara, Chartered Accountants, Mumbai as consultant for review of certain Internal Control mechanism and Related Party Transactions of the Company.

Listing of Shares

The shares of the Company are listed at BSE Limited & National Stock Exchange of India Ltd. and the listing fee for the year 2015-16 has been duly paid. Global Depository Receipts (GDRs) of the Company are listed at Luxembourg Stock Exchange.

Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

Award

During the year under review, your Company has been awarded "India Gem & Jewellery Awards 2014" in the category of "Silver Jewellery" continuously for the second time by the Gem & Jewellery

Export Promotion Council, sponsored by the Ministry of Commerce, Government of India.

Extract of Annual Return

The extract of the Annual Return as required by Section 134(3)(a) of the Companies Act, 2013 in form MGT 9 is annexed herewith as Annexure 4.

Auditors and Auditors'' Report

A. Statutory Auditors

M/s Haribhakti & Co. LLP Chartered Accountants, Mumbai and M/s B. Khosla & Co., Chartered Accountants, Jaipur, Joint Statutory Auditors of the Company will hold office till the conclusion of 26th Annual General Meeting and are eligible for re-appointment. The Company received a certificate from M/s Haribhakti & Co. LLP, Chartered Accountants, Mumbai and M/s B. Khosla & Co., Chartered Accountants, Jaipur, Joint Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As per the provisions of Companies Act, 2013, they are being re-appointed for one year.

There is no reservation, qualification or adverse remark contained in the Statutory Auditors'' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors'' Report are self-explanatory and don''t call for any further comments.

B. Secretarial Auditor

As per the provisions of Section 204 of Companies Act 2013 and rules made thereunder, every listed company is required to annex with its Board''s Report, a Secretarial Audit Report given by a Company Secretary in practice.

In line with this requirement, the Board of Directors has appointed M/s JAKS & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the financial year 2015-16.

The Secretarial Audit Report for the financial year 2014-15 is attached herewith as Annexure 5. There is no reservation, qualification or adverse remark contained in the Secretarial Auditor Report. Information referred in Secretarial Auditor Report are self-explanatory and don''t call for any further comments.

C. Cost Auditor

Pursuant to Cost Record & Audit Rules, 2014 notified on 31st December, 2014, the products manufactured by the Company are not covered in Cost Audit w.e.f financial year 2014-15. Hence, the requirement of cost audit is not applicable to the Company.

Investor Relations

Your Company interacted with numerous Indian and overseas investors and analyst in many ways, including one on one meetings, attendance at investor conferences, regular quarterly meetings and annual analyst meet during the year. Earning call transcript thereof are posted on the website of the Company. During the year, reputed Foreign Institutional Investors Matthews Asia Funds and Grandeur Peak Funds invested in your Company.

Particular 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 in the annexure appended as 6.

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 on 14th May, 2015 to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders. The code of practice 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 ScheduleVII 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. The composition of CSR Committee has been given in Annual Report on CSR activities.

Your Company has contributed a sum of C 1.06 crores to various social institutions in the field mid-day, education, health and scholarship. For details, please refer to CSR Activities under Management Discussion Analysis on page no. 56. The Annual Report on CSR activities is annexed herewith as Annexure 7.

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 the 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.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition, Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No compliant has been received in this regard.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

The Company has transferred a sum of C 18,094 (Rupees Eighteen Thousand Ninety Four) during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 205(C) the Companies Act, 1956 The said amount represents unclaimed dividend pertaining to financial year 2006-07 which was lying in unpaid dividend account of the Company for a period of seven years.

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 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 Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement forming part of this Annual Report.

Corporate Governance

The Company has complied with the corporate governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 :

A. Conservation of Energy

The operations of the Company are not energy intensive. We regularly evaluate and use new energy efficient technologies and make necessary investment in these equipment to make our infrastructure more energy-efficient. The Company has taken significant measures to reduce the energy consumption by the following means :

a) The installation of Solar Power System of 100 KVA which generates 10% of the energy needed by the Company.

b) The installation of efficient transformers and stabilizers to reduce the electric fluctuation and consumption.

c) To reduce process cycle of burnout furnaces by 40%.

d) More efficient use of investment of flask and casting machines by synchronizing the production process.

B. Technology Absorption

Your Company possesses an in-house research and development wing, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company constantly strive for latest technology for its manufacturing processes. During the year, the Company has taken the following initiatives :

a) In house caming work (3D print) with latest technology.

b) Long lasting plating technology through Ion Plating Method.

c) Automatic wax injector for better productivity.

d) Investment in casting machines with maximum capacity of 10 flask per cycle.

e) Installation of plasma machine for electronic polishing and furnacing work.

f) Manufacturing of Stainless Steel Products with studded gems

g) CNC machine for gems production.

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo is furnished in the notes to accounts Note No 32 and 33 to the Standalone Financial Results of the Company.

Acknowledgement

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and area as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

We thank the Government of India, Ministry of Commerce & Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic Affairs, Custom & Excise Department, Income Tax Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL, Bankers, State Governments and other Government Agencies for their continuing support and look forward for the same support in the future.

For and on behalf of the Board of Directors



Sunil Agrawal Place: Jaipur Chairman & Managing Director Date: 21st May, 2015 DIN: 00061142


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with the audited financial accounts for the year ended on 31st March, 2014.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Standalone and Consolidated audited financial results of the Company for year ended March 31, 2014 are as follows:

Rs. in Lacs

Standalone ( F.Y) Consolidated (F.Y)

Particulars 2013-14 2012-13* 2013-14 2012-13*

Revenue from Operations and Other Income 37,941.79 25,749.88 1,33,330.51 93,055.79

Less: Operating Cost 31,630.03 22,725.76 1,15,838.79 83,103.62

Operating Profit / PBDIT 6,311.76 3,024.12 17,491.72 9,952.17

Less: Interest 1,074.82 1,063.19 1,215.90 1,241.95

Less: Depreciation & Amortization Expenses 246.44 219.40 747.46 732.03

Profit Before Tax and Exceptional Items 4,990.50 1,741.53 1,55,28.36 7,978.19

Add : Exceptional Items 339.35 898.10 - (16,372.74)

Profit Before Tax 5,329.85 2,639.63 1,55,28.36 (8,394.55)

Less: Tax Expenses 13.82 1.46 275.22 166.46

Profit After Tax and Exceptional Item 5,316.03 2,638.17 15,253.14 (8,561.01)

* Previous year figure have been re grouped and re- arranged wherever necessary.

BUSINESS REVIEW

Your Company is a vertically integrated electronic retailer of fashion Jewelery and lifestyle accessories in the US, Canada, UK and Republic of Ireland. We have access to over 100 million households in these countries through our own TV Shopping networks - The Liquidation Channel in USA and Canada and The Jewellery Channel in UK and Republic of Ireland as well through ecommerce in these advanced countries. Our TV shopping channels reach customers directly 24x7 on all the major cable, satellite and DTH platforms – Dish TV, DirecTV, Comcast, Verizon Fios, Time Warner, AT&T, Sky, Virgin, Free view, Freesat etc.

In addition to electronic retailing, VGL Group engages in traditional B2B wholesale distribution including sale through STS Jewels, which serves various retail chains in US and UK.

Our strategy is to deliver a deep value proposition to the customer, through lowest price guarantee. Our focus is on the discount seeking buyer, a market that has historically delivered secular growth across various stages of the economic cycle. Our customer proposition is supported by vertical integration with a strong supply chain infrastructure, which includes manufacturing operations in Jaipur and direct sourcing from micro markets in China, India, Thailand, Indonesia and other SE Asian, African & American countries.

Your company gave a strong performance during the year covering all financial parameters, leveraging its corporate strategy of creating multiple drivers of growth. This performance is even more encouraging against the backdrop of the extremely challenging business context in which it was achieved including the economic slowdown in the advanced markets.

Consolidated Gross revenue for the year grew by 45% to Rs. 1298.27 crores primarily driven by the impressive growth in all the business segments as stated below.

BUSINESS SEGMENTS:

A. RETAIL VIA 24x7 TV SHOPPING NETWORK

TV Sale comprises of 70% of the total sale. TV Sale takes place through live shows on all major cable, satellite and DTH platforms. Your company sold 6.4 million pieces during the current year against 5.2 million pieces during the last year. Average selling price per piece remained more or less constant.

B. WEB SALE

17% of the total sale came from Web Sale which increased from Rs. 107 crores to Rs. 225 crores in the current year. Web Sale comprises of Catalogue sale, rising auction and Live TV streaming on Web. Volume under this segment increased by 74% from 1.7 million pieces to 3.0 million pieces.

C. B2B SALE

B2B Sale comprises of wholesale distribution to various retails chains in US and UK as well as sale of rough stones to various parties. B2B sale increased from Rs. 119 crores to Rs. 162 crores which is an increase of 36%.

DIVIDEND

In view of accumulated losses brought forward and commitment of your company to repay the long term debts, your Directors do not recommend any dividend for the financial year 2013-14.

CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements presented by the Company include financial information of its subsidiaries prepared in accordance with the Accounting Standard-21 issued by Institute of Chartered Accountants of India (ICAI) and Listing Agreement, as prescribed by SEBI and the same have been provided in the Annual Report of the Company.

DISCLOSURES

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular.

The Company will provide the annual accounts of the subsidiaries to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies are also available for inspection by any member. The same shall also be kept for inspection by any shareholder at the registered office of the Company and that of the subsidiary companies concerned.

DETAILS OF SUBSIDIARIES

The Company has the following major operating Subsidiaries and

Step Down Subsidiaries . :

a) Genoa Jewelers Limited, British Virgin Islands, a 100 percent subsidiary, which in turn holds 100% in The Liquidation Channel USA, The Jewellery Channel, UK and Jewel Gems USA Inc.

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

c) STS Gems Limited, Hong Kong, a 100 per cent subsidiary, engaged in outsourcing jewellery and lifestyle products for the group from China and Hongkong

d) STS Gems Thai Limited- a 100 percent subsidiary of Vaibhav Global Limited, engaged in outsourcing products for the group from Thailand.

e) Jewel Gems USA Inc. a wholly owned step down subsidiary of Vaibhav Global Limited engaged in providing call centre and other support services to the VGL Group companies.

f) The Jewelery Channel Ltd. UK (TJC UK), a wholly owned step down subsidiary of Vaibhav Global Limited, engaged in sale and marketing of fashion jewellery and life style products through electronic media and operates a dedicated 24x7 hours TV shopping channel and Internet shopping website (www.tjc.co.uk) in UK.

g) The Liquidation Channel Inc, USA (TJC USA), a wholly owned step down subsidiary of Vaibhav Global Limited is engaged in marketing of fashion jewellery and life style products through electronic media and operates a dedicated 24x7 hours TV shopping channel and Internet shopping website (www.liquidationchannel.com) in USA.

RESTRUCTURING

During the year, due to substantial reduction in net worth of Jewel Gem USA, Inc, a wholly owned subsidiary, the Company has sold its entire equity investment in Jewel Gem USA Inc. to Genoa Jewelers Limited, another wholly owned subsidiary Company for Rs. 1.98 crores. Pursuant to this sale, the loan of Rs. 11.67 crores given to Jewel Gem USA Inc., has also been assigned to Genoa Jewelers Limited.

REPAYMENT OF LOAN GIVEN TO GENOA JEWELERS LIMITED, WHOLLY OWNED SUBSIDIARY OF THE COMPANY During the year, Genoa Jewelers Limited has partly repaid the loan of Rs. 48.90 crores to the Company, which strengthened the cash flow of the Company. This has also resulted in a foreign exchange gain of Rs. 25.38 crores.

CORPORATE DEBT RESTRUCTURING MECHANISM (CDR) Subsequent to the approval of proposal for exit from CDR mechanism in the meeting of CDR Empowered group held on 25th March, 2013, the Company paid recompense interest amounting to Rs. 11.17 crores during the period under review, provision of which was duly made in the financial year 2012-13.

INCOME TAX & CENTRAL EXCISE

During the year, your Company got a demand of Rs. 16.15 crores for the financial year 2008-09 on account of certain transfer pricing adjustments namely exports, loan and bank guarantee to wholly owned subsidiaries.

The company also got a demand notice from Central Excise department of Rs. 6.3 crores along with penalty in connection with non-fulfilment of export obligations for the period 2000-01 to 2008-09.

In all the above instances, your Directors are of the view that your Company has a strong case and the demands are not sustainable.

CHANGE IN CAPITAL STRUCTURE

a) Redemption of Preference Shares

During the year under review, the Company has redeemed 44,00,000 non-convertible 1% redeemable cumulative preference shares of Rs. 100/- in accordance with the terms & conditions of the issue. These Preference Shares were allotted on 31st October, 2006 on preferential basis for a period of 7 years.

b) Allotment of Equity Shares

During the year, pursuant to exercise of 1,11,417 stock options, the Company has allotted 1,11,417 Equity Shares of Rs. 10 each to the employees of the Company and Subsidiaries and consequently, the paid up equity share capital increased from Rs. 32,06,42,010 (Thirty Two Crores Six Lac Forty Two Thousand Ten) to Rs. 32,17,56,180 (Thirty Two Crores Seventeen Lac Fifty Six Thousand One Hundred Eighty).

Employee Stock Option under VGL ESOP (As Amended)– 2006 During the year, the Compensation Committee of the Board of Directors of the Company at their meetings held during the year granted 2,05,895 stock options convertible into 2,05,895 Equity Share of Rs. 10 each to various employees of the Company and its Subsidiaries.

Details are set out in Annexure-I to this report.

INVESTOR RELATIONS

Your Company interacted with numerous Indian and overseas investors and analyst in many ways, including one on one meetings, attendance at investor conferences, regular quarterly meetings and annual analyst meet during the year.

CREDIT RATING

Your Company''s credit rating has been strengthened for long term facilities from CARE BB (Double B) to CARE BB (Double B Plus) and for short term facilities from CARE A4 ( A Four) to CARE A4 (A Four Plus) by CARE ( Credit Analysis & Research Limited ).

DIRECTORS

Your Company has appointed Mr. Pulak Chandan Prasad, Mr. Vikram Kaushik, Mr. Mahendra Kumar Doogar and Mr. Peter Duncan Whitford as Additional Directors w.e.f. 29th October, 2013, 21st December, 2013, 23rd January, 2014 and 14th May, 2014 respectively. Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 14th May, 2014 recommended the appointment of Mr. Vikram Kaushik, Mr. Mahendra Kumar Doogar and Mr. Peter Duncan Whitford as Independent Directors of the Company, not liable to retire by rotation. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149 of the said Act. Also, the Board has recommended the appointment of Mr. Pulak Chandan Prasad as a Director, liable to retire by rotation. Brief profile of the said Directors is as follows:

Profile of Mr. Pulak Chandan Prasad

Mr. Pulak is the founder of Nalanda Capital. Nalanda Capital takes large and long-term stakes in small to mid-cap listed companies in India on behalf of US and European institutional investors (primarily Endowments and Foundations). Prior to Nalanda, Pulak was with the global private equity firm Warburg Pincus for more than eight years where he was Managing Director and co-head of India. Before Warburg Pincus, Pulak spent 6 years at McKinsey in India, South Africa and the US. He joined McKinsey in 1992 from IIM Ahmedabad. Prior to the IIM, he was at Unilever India as a Production management Trainee. He has an engineering degree from IIT Delhi.

Profile of Mr. Vikram Kaushik

Mr. Vikram Kaushik is B.A (Hons) History & Economics, M. A, Diploma in Mandarin Chinese and Diploma in French. He has an overall rich experience of approx. 40 years in various industries. He started his career from Hindustan Uniliver Ltd. where he spent 16 years and has handled various brands i.e Lux, Liril, Fair & Lovely, Clinic, Sunsilk, Dalda & Flora. He has been Managing Director in Enterprise Advertising from 1989 to 1994, Vice President – Marketing & Exports in "Britannia Industries Limited" from 1994 to 1999, Director and Executive Vice President Marketing in "Colgate Palmolive (India) Limited from 1999 to 2004, Managing Director and Chief Executive Officer in "Tata Sky Ltd" from 2004 to 2010 and Director on the Board of "Prasar Bharti"" from May 2011 to November, 2013. He has also acted as management consultant / advisor to various groups like Voltas, Tata Strategic Management Group, Price Waterhouse coopers, AMAGI Media Labs and also has done shorter assignments for HSBC, Standard Chartered Bank and Warburg Pincus. He is currently holding directorship in Sistema Shyam Teleservices Limited from July 2011 and India Capital Growth Fund from June 2012.

Profile of Mr. Mahendra Kumar Doogar

Mr. Mahendra Kumar Doogar is a Chartered Accountant and having rich experience of about 38 years in Corporate Finance, Taxation, Statutory and Internal Audit, Merchant banking, financial structuring, project consultancy and fund management. He is presently on the Board of various Companies including PHD Chamber of Commerce and Industry, Shri Natraj Ceramics & Chemical Industries Limited, Frick India Limited, Morgan Ventures Limited, Kamdhenu Ispat Limited, D & A Financial Services (P) Ltd., and Radico Khaitan Limited. He has been member of Corporate Governance Committee constituted by Securities & Exchange Board of India under the Chairmanship of Mr. Narayan Murti. He has also been Chairman of the Capital Market Committee and Banking & Finance Committee of PHD Chamber of Commerce & Industry.He has been appointed as Co Chairman, Financial Services Committee of Indo American Chamber of Commerce .He successfully managed various international assignments with leading funds in Singapore, Hong Kong, UAE, USA, Japan, France, Italy and Nigeria and authored books on (a) Guide to Capital Issues (b) Guide to Sick Industrial Companies(c) Practice & Procedure of Public Issues.

Profile of Mr. Peter Duncan Whitford

Mr. Peter has an International career and brings almost 34 years of extensive experience in various public and private companies in various fields including consumer products, marketing, merchandising, planning and allocation, global branding, sourcing strategies, licensing strategies, media strategies, social compliance programs, growing and re-inventing organizations internationally. Peter has a strong international track record with global experience spanning multiple industries and deep expertise in emerging markets.

Mr. Whitford has Bachelor of Business degree from University of Technology, Austraila, Post Graduate Studies from Oregon State University, Australia and Post Graduate Diploma in Direct Marketing from Monash University, Australia. In his career, Peter has held senior positions in various Companies. He has been Group Chief Executive Officer of The Wet Sea Inc., President Worldwide of The Walt Disney Company Inc., Executive Vice President and General Merchandise Manager, President and Chief Executive Officer of The Limited, Inc., President and Chief Executive Officer of Country Road Australia Limited for United States and General Manager at Sheridan Textiles, which is a part of Textile Industries, Australia.

Peter has also served on a number of company boards, including The Wet Seal Inc, Kelato Animal Health, Lenox China and Dansk. He is presently on the Board of many Companies including Chairman of Whitmarks, LLC, Chairman of Parker and Morgan LLC, Chairman of Meridian Rapid Defense Group LLC and Lead Director of Normandy Capital LLC.

Peter''s rich experience in emerging markets, as well as his vast public and private Company Board experience, will complement our existing Board''s skills and further support successful execution and accomplishment of our strategies for delivering sustainable long-term growth.

Further, Mr. Mitha Lal Mehta and Mr. Surendra Singh Bhandari, Non Executive Independent Directors have been recommended by the Board as Independent Directors under Section 149 of the Companies Act, 2013. They have given the declarations to the Board that they meet the criteria of independence as provided under Section 149 of the said Act.

Mrs. Sheela Agarwal, Director of the Company retire by rotation and being eligible, has offered herself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

1. In the preparation of the annual Financial statements, the applicable accounting standards have been followed along with proper explanations to material departure;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2014 and the Company''s profit for the year ending 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 the Companies Act, 1956 for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts for the financial year ended 31st March 2014 on a "going concern basis."

LISTING OF SHARES

Your Company''s shares are listed at BSE Limited & National Stock Exchange of India Ltd. and the listing fee for the year 2014-15 has been duly paid.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the period under the review.

AUDITORS AND AUDITORS'' REPORT

M/s Haribhakti & Company, Chartered Accountants, Mumbai and M/s B. Khosla & Co., Chartered Accountants, Jaipur, Joint Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company had received a letter from M/s Haribhakti & Company, Chartered Accountants, Mumbai and M/s B. Khosla & Co., Chartered Accountants, Jaipur, Joint Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act. As per the new provisions of Companies Act, 2013, they are being re-appointed for 1 year.

There are no reservations, qualifications or adverse remarks contained in the Auditor''s Report attached to Balance Sheet as at 31st March, 2014. Information referred in Auditor''s Report are self-explanatory and don''t call for any further comments.

COST AUDITOR

Pursuant to the order No. 52/26/CAB-2010 dated 6th November, 2012 issued By the Ministry of Corporate Affairs (MCA), M/S Rajesh & Co., Cost Accountants, Jaipur were appointed as Cost Auditors to carry out an audit of Cost Accounting Records of the Company for the financial year 2013 -14. The due date for filing the Cost Audit Report for the financial year 2013-14 with the Ministry of Corporate Affairs (MCA) is 180 days from the end of Company''s financial year i.e 27th September, 2014.

Further, the Board of Directors has appointed M/s Rajesh & Co., Cost Accountants, Jaipur as Cost Auditors of the Company for the financial year 2014 -15.

INTERNAL AUDITOR

As per Section 138 of the Companies Act 2013, every Listed Company shall be required to appoint an Internal Auditor or a firm of Internal Auditors.

At present M/s S.S Surana & Co., Chartered Accountants, Jaipur are Internal Auditors of the Company who will act as Internal Auditors of the Company in line with the provisions of Section 138 of the Companies Act, 2013.

SECRETARIAL AUDITOR

As per section 204 of Companies Act 2013, every listed company is required to annex with its Board''s report, a Secretarial Audit report given by a Company Secretary in practice.

In line with this requirement, the Board of Directors has appointed M/s JAKS & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always discharged its social responsibility as a part of its Corporate Governance philosophy. Ethically and socially motivated VGL has contributed towards the economic development of the society at large. It follows the global practice of addressing CSR activities in an integrated multi stakeholders approach covering the education, mid day meals and health care services. 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 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. During the year, the Company has contributed a sum of Rs. 26.63 lacs to various social institutions.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred a sum of Rs. 52,808 ( Rs. Fifty Thousand Eight Hundred Eight only) during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 205(C) the Companies Act, 1956 The said amount represents unclaimed dividend pertaining to financial year 2005-06 which was lying in unpaid dividend account of the Company for a period of seven years.

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 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 Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on corporate governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct.

PERSONNEL

Particulars of Employees required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report. However, in terms of Section 217(2A) of the Companies Act, 1956, the Annual Report is being sent to the Shareholders excluding the statement of particulars under Section 217(2A). The said statement is available for inspection at the registered office of the Company during working hours and a copy of the same may be obtained by writing to the Company at its registered office.

HUMAN RESOURCE DEVELOPMENT

Your Company believes in attracting and retention of high quality talent. Your company has undertaken engagement initiatives with premier campuses in order to attract both high quality entry level talent from premier technology and management institutes. Your Company''s unique management trainee programme has helped in developing a robust talent and leadership pipeline which has helped in the rapid growth of the business. Your Company sincerely believes that the growth depend largely on the ability to innovate, connect with customers and deliver superior and unmatched customer value. To achieve this, your Company has built a culture of continuous learning, coaching, mentoring and on the job training. The performance management system adopted by your Company has helped in creating a strong performance culture. Your Company has believe in alignment of all employees towards a shared vision of the organization and in building harmonious employee relations.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 :

A. Conservation of Energy

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy efficient equipment. We regularly evaluate and use new energy efficient technologies and make necessary investment in these equipments to make our infrastructure more energy-efficient.

B. Technology Absorption

Your Company possesses an in-house research and development wing, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company constantly strive for latest technology for its manufacturing processes.

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo is furnished in the notes to accounts.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and area as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

We thank the Government of India, Ministry of Commerce & Industry, Ministry of Corporate Affairs, Ministry of Finance, Department of Economic affairs, Custom & Excise Department, Income Tax Department, Reserve Bank of India, BSE, NSE, NSDL, CDSL, all stakeholders, Bankers, various State Governments and other Government Agencies for their continuing support and look forward for the same support in the future.

For and on behalf of the Board of Directors

Place: Jaipur

Date: 14th May, 2014 Sunil Agrawal

Chairman & Managing Director

DIN NO. 00061142


Mar 31, 2013

Dear Shareholders,

The are delighted to present 24th Annual Report and Audited Financial Statements for the year ended March 31, 2013.

Financial Highlights

The Standalone and Consolidated financial results of the Company for year ended March 31, 2013 are as follows:

The provision of Rs. 119.80 crore made on equity investment and Rs. 63.55 crore made on loan given to Genoa Jewelers Limited, a wholly owned subsidiary of the Company. The Company also made a provision of Rs. 151.10 crore and Rs. 12.10 crore as diminution in value of equity investment in STS Jewels INC and Jewel Gems USA respectively, wholly owned subsidiaries of the Company.

(Rs.in Lacs)

Standalone (F.Y) Consolidated (F.Y)

Particulars 2012-13 2011-12 2012-13 2011-12

Revenue from Operations and Other Income 25,749.88 18,892.82 93,055.79 67,481.60

Less: Operating Cost 22,725.76 16,177.14 83,103.62 57,418.10

Operating Profit / PBDIT 3,024.12 2,715.68 9,952.17 10,063.50

Less: Interest 1,063.19 1,103.41 1,241.95 1,276.05

Less: Depreciation & Amortization Expenses 219.40 152.69 732.03 908.30

Profit Before Tax and Exceptional Items 1,741.53 1,459.57 7,978.19 7,879.15

Add : Exceptional Items 898.10 (27.30) (16,372.74) (1,005.39)

Profit Before Tax 2,639.63 1,432.27 (8,394.55) 6,873.76

Less: Tax Expenses 1.46 22.93 166.46 22.93

Profit After Tax and Exceptional Item 2,638.17 1,409.34 (8,561.01) 6,850.83

Appropriations - - - -

Dividend on Preference Share Capital - - - -

Proposed Dividend on Equity Shares - - - -

Tax on Dividend - - - -

General Reserve - - - -

Profit for the year 2,638.17 1,409.34 (8,561.01) 6,850.83

During the year, on a standalone basis, total income increased to Rs. 25,749.88 lac from Rs. 18,892.82, registering a growth of 36.29 %. Profit after tax and exceptional items were Rs. 2,638.17, an increase of 87.19 % over the previous year.

The consolidated total income increased to Rs. 93,055.79 lac from Rs. 67,481.60 lac, an increase of 37.89 °% over the previous year.

During the year, the Company has written off the investment amounting to Rs. 6.20 crore made in STS Creation Thai Limited, a wholly owned subsidiary of the Company. The Company has also written back

Dividend

In view of the accumulated losses brought forward, your Directors do not recommend any dividend for the financial year 2012-13.

Corporate Debt Restructuring Mechanism (CDR)

During the year, the Company made a proposal to CDR Cell for exit from CDR mechanism. The said proposal was approved by the CDR Empowered Group in their meeting held on March 25, 2013 subject to the payment of recompense amount.

Consolidated Financial Statements

Consolidated Financial Statements are prepared in accordance with the Accounting Standard - 21 issued by Institute of Chartered Accountants of India (ICAI) and Listing Agreement, as prescribed by SEBI and the same have been provided in the Annual Report of the Company.

Statutory Disclosures

The Ministry of Corporate Affairs (MCA) vide general circular no. 2/2011 dated February 8, 2011 has granted general exemption to all companies under section 212(8) of the Companies Act, 1956 with respect to non attachment of the documents required under section 212(1) of the said act, subject to compliance of certain conditions. Hence, balance sheet, statement of profit & loss account and other documents of the subsidiary companies are not being attached with balance sheet of the Company. The statement pursuant to Section 212 of the Companies Act, 1956 containing key financials of the Company''s subsidiaries is included in this Annual Report.

The Company will make available the annual accounts of the subsidiaries to any member of the company who may be interested in obtaining the same. The annual accounts of the subsidiary Companies are also available for inspection by any member. The same shall also be kept for inspection by any shareholder at the head office of the holding company and concerned subsidiary Companies.

Subsidiaries

The Company has the following operating subsidiaries and step down subsidiaries. :

a) STS Jewels Inc., USA, a 100 per cent subsidiary is engaged in the wholesale segment and selling jewellery to the departmental stores, TV channels and others in USA.

b) STS Gems Limited, Hong Kong, a 100 per cent subsidiary is engaged in outsourcing, manufacturing for the group and marketing of jewellery across the globe.

c) The Jewellery Channel Ltd. UK (TJC UK), a wholly owned step down subsidiary of Vaibhav Global Limited, is engaged in marketing of fashion jewellery and life style products through electronic media and operates a dedicated 20 hours TV shopping channel and Internet shopping website (www.tic.co.uk) in the UK.

d) The Liquidation Channel, USA (TJC USA), a wholly owned step down subsidiary of Vaibhav Global Limited is engaged in marketing of fashion jewellery and life style products through electronic media and operates a dedicated 24 hours TV shopping channel and Internet shopping website (www.liquidationchannel.com) in the USA.

Change in Capital Structure

During the year, the Company allotted 3,65,728 Equity Shares of Rs. 10 each to the employees of the Company and its Subsidiaries, pursuant to exercise of Stock Options which resulted in increase of paid up equity share capital of the Company from Rs. 31,69,84,730 to Rs. 32,06,42,010.

Change in name of the Company

Pursuant to the approval of shareholders obtained by way of postal ballot, result of which was declared on November 26, 2012 and consequent upon receipt of fresh certificate of Incorporation issued by Registrar of Companies, Rajasthan, dated November 29, 2012, the name of the Company was changed from "Vaibhav Gems Limited" to "Vaibhav Global Limited".

Alteration in Object Clause of Memorandum of Association of the Company and Commencement of new business

During the year under review, the Company had obtained the approval of shareholders by way of postal ballot, result of which was declared on November 26, 2012, for commencement of new business and alteration in the main Object Clause of Memorandum of Association of the Company.

By altering the Main Object Clause of MOA, the Company has expanded fashion jewelry portfolio to include lifestyle accessories and fine jewelry.

Completion of Open Offer

Pursuant to the Open Offer made under Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, Mrs. Deepti Agarwal, Mr. Rahimullah, Mr. Nirmal Kumar Bardiya and M/s Shivram Properties Pvt. Ltd. had acquired 87,28,563 Equity Shares of Rs. 10 each, representing 27.53 % of the paid up capital of the Company.

Employee Stock Option Plan

During the year, the Compensation Committee of the Board of Directors of the Company granted 4,77,000 Stock Options convertible into 4,77,000 Equity

Shares of Rs. 10 each to the eligible employees of the Company and its subsidiaries at an exercise price of Rs. 45.30 per stock option. The Committee also reprised 41,324 Stock Options at an exercise price of Rs. 45.30 per stock option.

Details are set out in Annexure I to this Report.

Corporate Social Responsibility (CSR)

Your Company is sensitive to the needs of the local community and the impact of its operations on them. We honor our responsibility to give back to the society by focusing primarily on education, mid-day meals and healthcare services which are essential in promoting sustainable human development and economic growth. The Company believes that Corporate Social Responsibility delivered in the context of its business makes it more effective, impactful and sustainable. During the year, the Company has donated a sum of Rs. 17.94 lac to various social institutions.

Directors

During the period, Mr. Santosh Madan, Field General Manager, Punjab National Bank was appointed as a Nominee Director on the board of the Company w.e.f September 21, 2012.

Further, Mr. Anandi Lal Roongta has resigned from the directorship of the Company w.e.f. January 23, 2013. The Board places its deep appreciation for the contribution made by Mr. Roongta during his tenure. Further, Shri S. S Bhandari and Shri N.K. Baridya retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

As required by Clause 49 of Listing Agreement, a brief resume and other particulars of Directors retiring by rotation is provided in Annual Report.

Auditors and Auditors'' Report

M/s Haribhakti & Company, Chartered Accountants, Mumbai and M/s B. Khosla & Co., Chartered Accountants, Jaipur, Joint Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment and they have confirmed that their re-appointment, if made, shall be in conformity with the limit prescribed under section 224(1B) of the Companies Act, 1956.

There are no reservations, qualifications or adverse remarks contained in the Auditors'' Report attached to Balance Sheet as at March 31, 2013. Information referred in Auditor''s Report are self-explanatory and don''t call for any further comments.

Fixed Deposits

During the year under review, the Company has not accepted any public deposits under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' responsibility statement, it is hereby confirmed that:

I. In the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. The Directors have 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 at the end of the financial year and profit and loss account of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

The Company has transferred a sum of Rs. 1,21,410 during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 205(C) of the Companies Act, 1956. The said amount represents unclaimed dividend pertaining to financial year 2004-05 which was lying in unpaid dividend account of the Company for a period of seven years.

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 by the employees of the Company.

Management Discussion and Analysis Keport

Management Discussion and Analysis Report for the year under review, as required under clause 49 of the Listing Agreement, forms part of the Annual Report.

Corporate Governance

A separate section on Corporate Governance together with a certificate from the Statutory Auditors'' of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

Personnel

Particulars of Employees required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to the Shareholders excluding the statement of particulars under section 217(2A). The said statement is available for inspection at the registered office of the Company during working hours and a copy of the same may be obtained by writing to the Company at its registered office.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. Conservation of Energy

The operations of your Company are not energy- intensive. However, significant measures are taken to reduce energy consumption by using energy efficient equipment. We regularly evaluate and use new energy efficient technologies and make necessary investment in these equipment to make our infrastructure more energy-efficient.

B. Technology Absorption

Your Company possesses an in-house research and development wing, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company has not imported any technology for its manufacturing process and therefore, the question of adaptation/absorption does not arise.

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo is furnished in the notes to accounts.

Appreciation

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and area as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

The Board wishes to express appreciation and place on record its gratitude for the faith reposed in and cooperation extended to the Company by the Government, various government departments / agencies, financial institutions, banks, customers, suppliers and investors of the Company. Your Directors also place on record their appreciation for the dedicated and sincere services rendered by the employees at all levels towards the continued growth and prosperity of the Company

Place: Jaipur For and on behalf of the Board of Directors

Date : 10th July, 2013 Sunil Agrawal

Chairman


Mar 31, 2011

DearShareholders

The Directors have pleasure in presenting 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

Financial Highlights

The standalone financial results of the Company for year ended 31st March,2011 were as follows:

Rs. in Lacs

Particulars 2010-11 2009-10

Sales and Other Income 14,683.47 12,151.96

Less: Operating Cost 13,138.43 12,111.93

Operating Profit/PBDIT 1,545.04 40.13

Less: Interest 1,121.11 1,280.75

Less: Depreciation & Amortization 120 26 120 77

Profit Before Tax 303.67 (1,361.39)

Less: Provision for Tax (0.71) (17.57)

Net Profit After Tax but before 304.38 (1,343.82)

Exceptional Items

Add:Exceptional Items - (Provision 1,432.63 1,557.60 for Doubtful Loans and Debts)

Profit After Tax and Exceptional 1,737.01 213.90

Items

Add : Balance brought forward (34,354.17) (34,568.08) from the previous year

Total Profit/(Loss) (32,617.15) (34,354.18) for Appropriations

Appropriations: Dividend on Preference Share Capital - -

Proposed Dividend on Equity - - Shares

Tax on Dividend - -

General Reserve - -

Total (32,617.15) (34,354.18)

Balance carried to Balance (32,617.15) (34,354.18) Sheet

Dividend

In view of accumulated losses brought forward, your Directors do not recommend any dividend for the financial year2010-11.

Corporate Social Responsibility

Your Company is a responsible corporate citizen. As a part of Corporate Social Responsibility, your Company has donated to various Charitable Institutions in the fields of Education and health. Main recipients have been Akshay Patra providing midday meals to the students of Government schools; Sumedha providing scholarship to needy students; Manav Seva Sangh Prem Niketan Hospital engaged in the distribution of medicines to the needy people; Jaipur Cancer Relief Control Society providing medical assistance to cancer patients.

Subsidiaries

The Company has the following operating Subsidiaries:

a) STS Jewels Inc., USA, a 100 per cent subsidiary is engaged in the wholesale segment and selling jewellery to the departmental stores, TV channels and others in USA.

b) STS Gems Limited, Hong Kong, a 100 percent subsidiary is engaged in outsourced manufacturing for the group and marketing of Jewellery in Europe.

c) The Jewellery Channel Ltd. UK (TJC UK), a

wholly owned step down subsidiary of Vaibhav Gems Limited, is engaged in marketing of jewellery through electronic media and operates a dedicated 20 hours jewellery TV shopping channel and Internet Jewellery shopping website in the UK.

d) The Liquidation Channel, USA (TJC USA), a wholly owned step down subsidiary of Vaibhav Gems Limited is engaged in marketing of jewellery through electronic media and operates a dedicated 24 hours jewellery TV shopping channel and Internet Jewellery shopping website in the USA.

Consolidated Financial Statements

Yours Directors also present the audited consolidated financial statements as prepared in compliance with the Accounting Standard 21 issued by Institute of Chartered Accountants of India (ICAI) and Listing Agreement as prescribed by SEBI.

Documents required under Section 212(1) of the Companies Act, 1956

The Ministry of Corporate Affairs (MCA) has, vide circular no. 2/2011 granted general exemption to all companies under Section 212(8) of the Companies Act, 1956 for not attaching thedocuments required under Section 212(1) of the said act, subject to Board's consent accorded through resolution and compliance of certain conditions as specified. Your Company has complied with all the conditions as stipulated in the said circular. Hence, the company present audited consolidated financial statements in annual report. The Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at head office of the holding Company and of the subsidiary companies concerned and hard copyof the same shall be provided to any shareholder on demand.

Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 205(A) of the Companies Act, 1956, the Company has transferred Rs. 75,045 on 24th December, 2010, lying in unpaid dividend account of the Company for a period of 7 years, to Investor Education and Protection Fund (IEPF) established by the Central Government under Section 205(C) of the said Act.

Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

Directors

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Nirmal Kumar Bardiya and Mr. Anandi Lai Roongta, retire by rotation atthe ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

As required by Clause 49 of Listing Agreement with the Stock Exchanges, the brief resume and other particulars of the aforesaid Directors are provided elsewhere in Annual Report.

Auditors and Auditors'Report

M/s Haribhakti & Company, Chartered Accountants, Mumbai and M/s B. Khosla &Co., Chartered Accountants, Jaipur, Joint Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made by the Company for the year 2011-12 would be within the limit prescribed under Section 224(1B) of the Companies Act 1956.

Information referred in the Auditor's Report are self explanatory and don't call for any further comments.

Directors'Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' responsibility statement, it is hereby confirmed that:

I. In the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have 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 at the end of the financial year and profit and loss account of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

Employee Relations

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all plants and offices and achieved commendable progress.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as required under clause 49 of the Listing Agreement is annexed to the Directors' Report.

Corporate Governance

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of this Annual Report. The requisite certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under clause 49 is also annexed with this report.

Particulars of Employees

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, are required to be set out in the annexure to the Directors' Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders excluding the statement of particulars under Section 217 (2A). The Statement is open for inspection at the registered office of the Company during working hours and a copy of the same may be obtained by writing to the Company at its registered office.

Employee Stock Option Plan 2006

Employee Stock Option Plan was approved and implemented by the Company and options were granted to employees in accordance with Securities Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The Compensation Committee constituted in accordance with SEBI guidelines administers and monitors the scheme. The applicable disclosures as stipulated under SEBI Guidelines as at 31st March 2011 are given in Annexure I to the Directors' Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. Conservation of Energy

The operations of your Company are not energy- intensive. However, significant measures are taken to reduce energy consumption by using energy efficient equipments. We regularly evaluate and use new energy efficient technologies and make necessary investment in these to make our infrastructure more energy-efficient.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Your Company possesses an in-house research and development wing, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company has not imported any technology for its manufacturing process and therefore, the question of adaptation/absorption does notarise.

Acknowledgment

Your Directors wish to place on record their deep gratitude to the Shareholders, Customers, Bankers, Suppliers and various Government Authorities for their wholehearted support. Your Directors also recognize and appreciate the efforts and hard work of all employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Place: Jaipur Sunil Agrawal

Date :17th August, 2011 Chairman


Mar 31, 2010

The directors present the 21st Annual Report on the Companys operations and performance together with the audited financial statements for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS:

(Rupees in Lacs)

Particulars Standalone

2009-10 2008-09

Sales and Other Income 12,151.96 17,907.02

Less : Cost of Sales 12,111.93 18,511.73

Operating Profit/PBDIT 40.13 (604.67)

Less : Interest 1,280.75 1,460.53

Less : Depreciation & Amortization 120.77 150.13

Profit Before Taxes (1,361.39) (2,215.33)

Less : Provision for Taxes (17.57) 50.43

Net Profit after Tax but

before Extra-ordinary Items (1,343.82) (2,265.76)

Less : Extra- ordinary Items -

(Provision for Doubtful debt) 1,557.60 (23,152.73)

Profit after Tax and

Extra-ordinary Items 213.90 (25,418.49)

Add: Balance brought forward from

the previous year (34,568.08) (9,149.59)

Total Profits available for

Appropriations (34,354.18) (34,568.08)

Appropriations :

Dividend on Preference Share Capital - -

Proposed Dividend on Equity Shares - -

Tax on Dividend - -

General Reserve - -

Total - -

Balance to be carried forward (34,354.18) (34,568.08)

DIVIDEND:

Due to inadequacy of profits your Directors have not recommended any dividend for the current financial year.

SUBSIDIARIES:

Your Company has 8 subsidiaries and 7 step down subsidiaries. To conserve resources and successful turnaround of business your company closed the business operations of 5 of its direct subsidiaries and 5 step down subsidiaries. Brief detail of the operating subsidiaries is provided below:

Operating Subsidiaries:

1. STS Jewels Inc., USA, a 100 per cent subsidiary is engaged in the wholesale segment and market jewellery to the departmental stores, TV channels and others in USA.

2. STS Gems Limited, Hong Kong, a 100 per cent subsidiary is engaged in outsourced manufacturing for the group and marketing of Jewellery in Europe and America.

3. The Jewellery Channel Ltd. UK (TJC UK), (www.thejewellerychannel.tv) a wholly owned step down subsidiary of Vaibhav Gems Limited, is engaged in marketing jewellery through electronic media and operates a dedicated 24 hours jewellery TV shopping channel and Internet Jewellery shopping website in the UK.

4. The Liquidation Channel, USA (TJC USA), (www.liquidationchannel.com) a wholly owned step down subsidiary of Vaibhav Gems Limited is engaged in marketing jewellery through electronic media and operates a dedicated 24 hours jewellery TV shopping channel and Internet Jewellery shopping website in the USA.

EMPLOYEE STOCK OPTION PLAN 2006:

During the year, the compensation committee in their meeting held on 29th January 2010, granted 2,97,500 stock options to the eligible employees of the company and its subsidiaries under the Employees Stock Option Scheme 2006 (VGL ESOP 2006). The details of the options granted are set out in Annexure I to the Directors’ Report.

AWARDS AND RECOGNITION:

Your Company has, once again, been bestowed with the coveted GJEPC Export Award, the fifteenth successive award for being the largest Indian exporter of coloured gemstones on realization basis.

DIRECTORS:

During the year, on 29th January 2010, Shri Suresh Panjabi, Director of your company has resigned from the directorship of the company due to his personal pre-occupation. The Board recorded its appreciation for the valuable services rendered by him during his tenure.

During the year, on 30th June, 2009, Shri Sanjeev Agrawal and Shri Ikramullah, Directors of the company had resigned from the directorship of the company due to their personal pre-occupations. The Board recorded appreciation for the valuable services rendered by them during their tenure.

As per Article 61 of Articles of Association of the Company, Shri M.L. Mehta and Shri S.S. Bhandari, retire by rotation at the ensuing Annual General Meeting. Being eligible, offer themselves for reappointment.

A brief resume of the above Directors together with the nature of their expertise in specific functional areas and names of companies in which they hold the directorship and the membership / chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as an annexure to the notice of Annual General Meeting.

AUDITORS:

The Joint auditors M/s Haribhakti & Company, Chartered Accountants, Mumbai and M/s B. Khosla & Co., Chartered Accountants, Jaipur, retiring at the ensuing Annual General Meeting; have confirmed their eligibility and willingness to accept the office, if re-appointed.

Members are requested to consider their re-appointment for financial year ending 31st March 2011 on remuneration to be decided by the Board of Directors of your Company.

CONSOLIDATED FINANCIAL STATEMENTS:

Your directors present the consolidated financial statement, forming the part of the Annual Report. The consolidated financial statements are prepared in accordance with Accounting Standard prescribed by the Institute of Chartered Accountants of India.

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956:

As per section 212 of the Companies Act, 1956, your Company is required to attach the Directors’ Report, Balance Sheet and Profit and Loss Account of the subsidiaries with its annual financial statements. We had applied to the Government of India for an exemption from such attachment as we present the audited consolidated financial statements in the annual report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition and are accepted globally. We will make available the audited annual accounts and related information of subsidiaries, where applicable, upon request by any of our investor.

Further, as required, the brief financial data of the subsidiaries has been furnished under the head “Statement pursuant to section 212(8) of the Companies Act, 1956, related to Subsidiary Companies” forming part of the Annual Report.

OUTLOOK:

Buoyancy in the economy, growing consumer aspiration in the urban India and a flurry of new products has provided a strong foundation for the growth of Indian Gems and Jewellery industry in recent past. Some of the main highlights for the financial year 2009-2010 are as follows:

GROWTH TRENDS:

The growth trends reported for the financial year 2009-2010 are:

- From export figures of US $ 24,495.58 million in the FY 2008-09, the exports in FY 2009-10 have shown considerable increase and have registered an export of US $ 28,414.64 million. This indicates an increase of 16 per cent in the total gems and jewellery exports. The performance of this industry is critical as it contributes 13 per cent to India’s total merchandise exports.

- Colored gems stone export increased by 10.55 per cent to US $ 286.65 million in 2009-10 compared to US $ 259.29 million in the previous fiscal, while gold jewellery exports rose by 9.38 per cent to US $ 9.42 billion during the period under review compared to US $ 8.61 billion in 2008-09.

- Gold Jewellery exports have also been on a rise accounting for 9.38 per cent increase in FY 2009-10, with exports increasing from US $ 8,616.43 million in 2008-09 to US $ 9,424.33 million in 2009-10.

The Indian Government has provided an impetus to the booming gems and jewellery industry with favorable Foreign Trade Policy 2009-2014:

- It has been decided to neutralize duty incidence on gold jewellery exports, to allow duty drawback on such exports.

- To promote export of gems and jewellery products, the value limits of personal carriage have been increased from US $ 2 million to US $ 5 million in case of participation in overseas exhibitions. The limit in case of personal carriage, as samples, for export promotion tours, has been increased from US $ 0.1 million to US $ 1 million.

Sources : http://www.pr.com, http://

www.indianyellowpages.com, http://www.gjepc.org, http://

www.commodityonline.com

INTERNAL CONTROL AND AUDIT:

The Corporate Audit function plays a key role in providing an objective view and reassurance of the overall control systems and effectiveness of the risk management process across Vaibhav Gems Limited and its Subsidiaries to both the operating management and the Audit Committee of the Board. Internal control system also assesses opportunities for improvement in the business processes and provides recommendations designed to add value to the operations and the group as a whole.

Strong internal control and their rigorous testing is one of the strengths of Vaibhav. Vaibhav’s Audit Committee along with Management oversees financial controls and their implementation. Your Company has an active Internal Audit Team. The Internal Audit team independently reviews the internal and financial controls, business processes and the financial transactions to provide the reasonable assurance of the integrity, confidentiality and availability of critical information and the effectiveness and efficiency of operations, safeguarding of assets and compliance with rules and regulations.

The internal Auditor report is placed to the Audit Committee and appropriate corrective action is being taken. The internal control procedures are well documented and are applied across the entire operations of your Company.

HUMAN RESOURCE DEVELOPMENT:

Your Company takes pride in its highly motivated and trained human resource, which has contributed its best for the Company to achieve newer heights.

Training and Development are being given paramount importance in your company and regular training and development opportunities are provided to the employees based on the need and requirements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. Conservation of Energy

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy efficient equipments. We regularly evaluate and use new energy efficient technologies and make necessary investment in these to make our infrastructure more energy-efficient.

B. Technological Absorption

Your Company possesses an in-house research and development wing, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company has not imported any technology for its manufacturing process and therefore, the question of adaptation/absorption does not arise.

C. Foreign Exchange Earnings and Outgo

The Company exports coloured gemstones, diamonds and studded gold jewellery. The foreign exchange earnings and outgo (FOB basis) of the Company is as follows:

Rs. in Lacs

2009-10 2008-09

Earnings 12194.30 17313.09

Outgo 4453.88 9076.69

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1) (b) (IV) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect of the Directors’ responsibility statement, it is hereby confirmed that:

I. In the preparation of the annual accounts for the financial year ended March 31st, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departure.

II. The Directors have adopted 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 at the end of the financial year and profit and loss account of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS:

The Directors acknowledge the contributions made by the employees towards the success and growth of your company. The directors are also thankful for the cooperation and assistance received from the Government of India, various governmental authorities/departments, Financial Institutions, Banks and Vendors.

The Directors thank the companys valued and esteemed customers for their continued patronage.

The Directors would also like to acknowledge the continued support of the company’s shareholders in its entire endeavour.

For and on behalf of the Board of Directors

Place : Jaipur Sunil Agrawal

Date : 21st May, 2010 Chairman

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