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Vipul Ltd.

BSE: 511726 | NSE: VIPULLTD |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE946H01037 | SECTOR: Construction & Contracting - Real Estate

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

BOARD’S

To the Members,

The Board of Directors of your Company is pleased to present the 27th Annual Report together with the Audited Accounts/Financial Statements of the Company for the year ended March 31, 2018.

The Company''s performance for the year under review as compared with the previous year is summarized below:

1 FINANCIAL RESULTS (Rupees In Lakhs)

Particular

Standalone for year ended 31st March

Consolidated for year ended 31 st March

2018

2017

2018

2017

Revenue from operations

26916.34

22639.50

28392.41

23212.51

Other Income

723.40

537.91

750.68

589.17

Total Income

27639.74

23177.41

29143.09

23801.68

Total Expenses

27075.42

23204.58

29477.87

25316.79

Profit/(Loss) before Tax

564.32

(27.17)

(334.78)

(1515.11)

Less: Tex Expenses

(i) Current Year

682.67

106.92

697.93

117.84

(ii) Deferred tax

(368.55)

(66.26)

(549.14)

(447.82)

Profit/(Loss) of the year

250.20

67.84

(483.57)

(1185.13)

Other Comprehensive Income

A. (i) Items that will not be reclassified to profit or loss

15.87

12.47

15.87

12.47

(ii) Income tax relating to items that will not be reclassified to profit or loss

(5.49)

(4.32)

(5.49)

(4.32)

B. (i) Items that will be reclassified to profit or loss

-

-

-

-

(ii) lncome tax relating to items that will be reclassified to profit or loss

-

-

-

-

Total Comprehensive Income

271.56

(51.06)

411.16

(1162.05)

Pursuant to the Listing Regulations, the provisions of the IND-AS Accounting System are applicable to the Company effective Q1 of 2016-17. To that extent, the accounting methods are changed and adjustments have been carried-out wherever necessary. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the audited results relates to the date of this report.

Material Events Occurring after Balance Sheet date

There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

2. DIVIDEND

The Board has recommended a Dividend of Rs. 0.05/- per equity share of Rs. 1/- each for Financial Year 201718. The Dividend, if approved by the shareholders at the ensuing Annual General Meeting shall be paid to those shareholders whose name appears on the Register of Members as on Saturday, September 29, 2018 (if the shares held in physical form). In respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as on the closing hours of business on Saturday, September 22, 2018 as per details furnished by the Depositories for this purpose.

DIVIDEND HISTORY

Summary of dividend paid during the last five years is as under:

Financial Year

Rate of Dividend (%)

Dividend per share (in Rs.)

2012-13

15.00

0.15 per equity share of Rs. 1 each

2013-14

5.00

0.5 per equity share of Rs. 1 each

2014-15

NIL

NIL

2015-16

NIL

NIL

2016-17

5.00

0.05 per equity share of Rs. 1 each (0.01 per equity share of Rs. 1 each as Interim Dividend & 0.04 per equity share of Rs. 1 each as final dividend)

3. RESERVES

The Company has not transferred any amount to Reserve for the financial year ended March 31, 2018.

4. CASH FLOW STATEMENT

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement for the financial year ended March 31, 2018 is enclosed with the Balance Sheet and Statement of Profit and Loss of the Company.

Consolidated Cash Flow Statement of your Company and its Subsidiaries is enclosed with the Consolidated Audited Accounts/Financial Statements.

5. STATE OF COMPANY''S AFFAIRS/REVIEW OF OPERATIONS

The Company''s main business is real estate. During the year under review, the profitability of Company has been impacted due to sluggish market demand, higher input, interest costs etc.

The total revenue of the Company stood at Rs. 27,639.74 Lakh as compared to Rs. 23,177.41 Lakh in the previous year. Profit after Tax (PAT) stood at Rs. 250.20 Lakh as compared to Loss of Rs. 67.84 Lakh in the previous year, (after taking the impact of INDAS) The consolidated revenues stood at Rs. 29,143.09 as against Rs. 23,801.68 Lakh in the previous year..

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs. 0.21 per share as compared to Rs. 0.06 per share in the previous year.

The Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign etc.

6. CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices as prevalent globally. The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

The Managing Director and Chief Executive Officer''s declaration regarding compliance with the Code of Conduct forms part of this Annual Report.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in nature of the business of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its operations in future.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations. The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT.

As on March 31, 2018, the Company has 18 subsidiary companies and 05 Associate companies. There has been no change in the number of subsidiaries or in the nature of business of subsidiaries, during the year under review.

The Consolidated Financial Statement has been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchange(s). The Audited Consolidated Financial Statement and Cash Flow Statement, comprising of the Company & its subsidiaries forms part of this Annual Report. The Company has not consolidated financial of its associate companies in accordance with Accounting Standard 23 on Accounting for Investments in Associates in Consolidated Financial Statements, as there are long term constraints for transfer of funds and accounting of investments in shares of the Associate Companies.

In accordance with third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on Company''s website at www.vipulgroup.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on Company''s website at www.vipulgroup.in. Web link is http://www.vipulgroup.in/investors-relations#balance-sheets-of-subsidiary-companies.

Members interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company at the Company''s Registered Office/Corporate Office.

Further, a statement containing the salient features on the performance and financial position of each of the subsidiary companies included in the consolidated financial statement is provided in Form AOC-1 and forms part of this Annual Report and also placed on the Company''s website at www.vipulgroup.in. Web link is:-

.http://www.vipulgroup.in/assets/invester-pdf/balance-sheets-subsidiary-companies/balance-sheets-of-subsidiary-

companies-aoc-1-2018.

The Company has framed a policy for determining the Material Subsidiaries. The Company does not have any material subsidiary as on March 31, 2018. The Policy for determining material subsidiaries of the Company is available on the Company''s website at www.vipulgroup.in . Web-link is: -http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/POLICY-ON-MATERIALITY-EVENTS.pdf .

13. DEPOSITS

During the financial year 2017-18, your Company has not invited or accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

14A. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018, was Rs. 11.99 Crores (i.e. 119,984,480 Equity Shares of Rs. 1 each).

During the year under review:

(a) Issue of equity Shares With differential rights : Nil

(b) Issue of sweat equity shares: Nil

(c) Issue of employee stock options: Nil

(d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: Nil

V l|IUI

14B. DEBENTURES

During the year under review, the Company has issued 1500 (Fifteen Hundred) Zero Coupon, Secured, Unlisted, Unrated, Redeemable, Non-Convertible Debenture of face value of Rs. 10,00,000 (Rupees Ten Lakh) each aggregating to Rs. 150,00,00,000/- (Rupees One Hundred & Fifty Crore only) to Edelweiss Commodities Services Ltd. in the Month of August, 2017.

14C. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Companies Act, 2013, the dividends pertaining to financial year 2009-10 which was lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2017- 18. The details of unclaimed dividend transferred to the Investor Education and Protection Fund are detailed in the Corporate Governance Report forming part of the Annual Report.

14D. INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

15. LISTING

The equity shares of your Company continues to be listed on BSE Limited and National Stock Exchange of India Limited.

16. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time

17. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure A to this Report.

18. AUDITORS AND AUDITORS REPORT

18.1 Statutory Auditors

M/s. JSUS & Associates, Chartered Accountants (Firm Registration No. 329784E), Statutory Auditors of the Company hold office up to the conclusion of 31st Annual General Meeting, who were appointed in the 26th Annual General Meeting to hold office until the conclusion of 31st Annual General Meeting.

The requirements to place the matter relating to appointment of Statutory Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 07, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors, who were appointment in the Annual General Meeting held on September 22, 2017.

Independent Auditor''s Report

There are no adverse remarks, reservations and/or qualification made by Statutory Auditor in their Report on the Standalone Financial Statements of the Company. The notes to the financial statement as on March 31, 2018, referred to in Auditor''s Report are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013; therefore no detail is required to be discussed under Section 134(3)(ca) of the Companies Act, 2013.

However, in Consolidated Financial Statements of the Company for the financial year ended March 31, 2018, the auditors have made qualified opinion in respect of the Financial Statements of Vipul SEZ Developers Pvt. Ltd, subsidiary company of Vipul Limited. The qualified opinion along with the board''s explanations thereon are as follows:

Qualified opinion : In absence of the confirmation of the advances given amounting to Rs. 33,50,000/-, we are unable to comment about the reliability of the same.

Management''s Reply: The Management is following up for recovery and favorable response is expected. Hence, the Management is of the opinion that no provision is required.

Qualified opinion: In the absence of the confirmation of fixed deposit (including accrued interest) amounting to Rs. 470,94,933.00, We are unable to comment upon the realisability of the same

Management''s Reply: The Management is following up for confirmation and favorable response is expected.

Qualified opinion: The licenses for the group housing development have expired during January 14 and January 16 respectively and the company has applied for renewal of these licenses under the EDC Relief policy” announced by govt. Haryana and accordingly the company has submitted a mortgage deed of certain portion of license land to DTCP. The renewal of these licenses are awaited. In the absence of such renewal licenses we are unable to comment about the future use of such land for which such license has been obtained. Management''s Reply: The Management is awaiting the renewal of the licences and is optimistic for approval for renewal of licenses. Qualified opinion: The external development Charges and infrastructural development charges along with the delayed payment surcharge, amounting to Rs.1,34,25,07,153/- (Previous year 1,23,92,10,153), have not been deposited and the statutory authority has taken step to invoke the Bank Guarantee issued by Axis Bank Ltd. Pending invocation of Bank guarantee, we are unable to comment about the impact of the same in the financial statement of the company.

Management''s Reply: The Management is of the opinion that no provision is required as all liabilities including delayed payment surcharge has already been provided in the financial statements. Any financial impact from Bank on invocation of the Bank Guarantee is not ascertainable till the time any such demand is raised by the Bank.

Qualified opinion: Rs.16,12,82,741/- shown in the books as Deposit lying with Department of Town and Country Planning, Govt. of Haryana is subject to confirmation.

Management''s Reply: The Management is of the opinion that no provision is required as these recoveries from Department of Town and Country Planning, Govt. of Haryana is based on various correspondence of the Government Body. The balance confirmation from Department of Town and Country Planning, Govt. of Haryana is awaited.

Qualified opinion: We are unable to comment on the inventories of land shown in balance sheet as original land deeds not provided for verification.

Management''s Reply: The Original Land deeds are available but could not be provided to the Auditors for verification due to miscommunication between the Company and the Statutory Auditors of the Company.

Qualified opinion: Company has not shown all its financial instruments in fair value as required under IND AS due to ongoing arbitration proceedings

Management''s Reply: The Company shall await the outcome of the Arbitration proceedings.

18.2 Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, appointed M/s Vijender Sharma & Co., Cost Accountants, as Cost Auditors of the Company for the financial year 2018-19 at a remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) p.a. (exclusive of out of pocket expenses and applicable taxes). The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with the Company.

The Cost Audit Report was received by the Board of Directors on August 21, 2017 for the Financial Year 2016-17. The due date for filing the Cost Audit Report of the Cost Auditor of the Company for the Financial Year ended March 31, 2017 was September 20, 2017. The Cost Audit Report was filed in XBRL mode on September 18, 2017. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of cost auditors for financial year 2018-19 is placed for ratification by the Members in the ensuing Annual General Meeting.

18.3 Secretarial Auditors

The Secretarial Audit was carried out by M/s. AVA Associates, through its Partner Mr. Amitabh, practicing Company secretary (Membership No. 14190, COP No.5500) for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed as Annexure B and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. AVA Associates, through its Partner Mr. Amitabh, practicing Company Secretary (Membership No. 14190, COP No.5500), as the Secretarial Auditors of the Company in relation to the financial year 2018-19. The Company has received their consent for appointment.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3) (m) read with Rule 8 of the Companies (Accounts Rules) 2014, is not applicable to the Company.

20. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and outgo are as under:

(Rs. in Lacs)

S. No.

Expenditure/earning in Foreign Currency

Year ended 31.03.2018

Year ended 31.03.2017

i.

Expenditure in Foreign Currency

- Travelling

- Professional Charges

- Others

5.84

41.46

Nil

0.72

160.69

3.29

ii.

Earning in Foreign Currency - Receipt from customers

NIL

NIL

Activities Relating to Exports; Initiatives taken to increase exports; development of new export market for product & services and export plans are not applicable to the Company.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Vipul Limited continues to be a socially conscious business enterprise. It is the philosophy of the Company that the benefits of growth and prosperity should be continuously shared with the people at large. As part of initiatives under CSR, the Company has undertaken projects in the areas of promotion of education & healthcare, which are in accordance with the CSR policy of the Company and Schedule VII of the Companies Act, 2013.

The CSR committee comprises of Independent Directors namely Dr. Bidhubhusan Samal, Mr. Vikram Vasheshar Kochhar and Mr. Rajesh Kumar Batra. The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company from time to time.

The CSR policy may be accessed on the Company''s website at www.vipulgroup.in. Web link is http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul-CSR-Policy.pdf.The annual rep

report on Corporate Social Responsibility Activities is annexed herewith marked as ''''Annexure C to this report.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 , Mr. Punit Beriwala retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The board recommended his reappointment.

The Notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Punit Beriwala as a Director. A brief resume of Mr. Punit Beriwala has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Mr. Punit Beriwala''s expertise in specific functional areas and the names of the companies in which he holds directorship and membership / chairmanship of the Board committees have also been provided in the Notice convening the Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16 & 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of Independent Directors is due for reappointment.

Further, Mr Vivek Choudhary, Company Secretary and Compliance Officer and a Key Managerial Personnel of the Company resigned from his position with effect from May 29, 2017.

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has under taken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The directors express their satisfaction with the evaluation process.

24. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals of employees and maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company''s website at www.vipulgroup.in. Web-link is:- http://www.vipulgroup.in/assets/invester-pdf/model-code-conduct/Code-of-Conduct-for-the-Prevention-of-Insider-Trading.pdf .

25. FAMILIARIZATION POLICY

The Independent Directors are eminent personalities having wide experience in the field of business, finance, legal, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.

The Directors appointed by the Board are given induction and orientation with respect to the Company''s vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations. They are also provided with necessary documents, reports, internal policies and site visits to enable them to familiarize with the Company''s operations, its procedures and practices.

To familiarize the new inductees with the strategy, operations and functions of our Company, the Managing Director/Senior Managerial Personnel make presentations to the inductees about the Company''s strategy, operations, organization structure, facilities and risk management. Details of the familiarization program/policy of the independent directors are available on Company''s website at www.vipulgroup.in.Web link http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul-Directors%20Familarization%20Policy.pdf.

26. BOARD MEETING

Five meetings of Board of Directors were held during the financial year 2017-18 i.e. on May 29, 2017, August 21, 2017, September 14, 2017, December 14, 2017 and February 13, 2018 and the gap between two consecutive meetings did not exceed one hundred and twenty days. In accordance with the provisions of Companies Act, 2013, a separate meeting of Independent Directors was held on February 13, 2018.

The necessary quorum was present throughout, for all meetings.

27. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Audit Committee comprises of Independent Non-Executive Directors namely, Mr. Vikram Vasheshar Kochhar as Chairman, Dr. Bidhubhusan Samal and Mr. Rajesh Kumar Batra as members. The Committee has been reconstituted on May 29, 2017 by co-opting Mrs. Ameeta Verma Duggal as its member.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

28 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on Company''s website at www.vipulgroup.in. Web-link is: http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange7Vigil-Mechanism-Vipul-Group-2015-Financial-Year.pdf .

The Code provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

29. NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of Section 178 of the Companies Act 2013, is appended as Annexure D to this Report.

Neither the Managing Director nor any other Director receives any remuneration (except sitting fees) or commission from any of its subsidiaries.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loan given, investment made, guarantee given and security provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the Financial Statements (standalone).

During the year, the Company has not granted any loan and advances in the nature of loans to any of its subsidiaries/associates.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Particulars of Related Party Transactions entered into by the Company during the year pursuant to Section 188 of the Companies Act, 2013 are given in Annexure E to this Report.

In line with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Company has formulated a policy on Materiality of and dealing with related party transactions. The Policy can be accessed on the Company''s website www.vipulgroup.in. Web link is: http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/POLICYONMATERIALIYTANDDEALINGWITHRELATEDPARTYTRANSACTIONS.pdf

All Related Party Transactions are placed before the Audit Committee of the Company for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval on a quarterly basis.

There was no material contracts or arrangements entered into by the Company with any of the related party, which requires Shareholders/Members approval.

32 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended herewith as Annexure F(I) to this Report.

In terms of the Provisions of Sections 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and the other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is appended herewith as Annexure F(II) to this Report.

33. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by internal committee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

A report under Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Rule 14 of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013 on complaints was as under:-

(a) number of complaints of sexual harassment received in the year : NIL

(b) number of complaints disposed of during the year : NIL

(c) number of cases pending for more than ninety days : NIL

(d)number of workshops or awareness programme against sexual harassment carried out : NIL

(e) nature of action taken by the employer or District Officer : NA

34. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The development and implementation of risk management policy has been covered in the Report on Corporate Governance and Management Discussion and Analysis Report, which forms part of this Annual Report. There is no major risk which may threaten the existence of the Company.

35. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

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

b. the directors had selected such accounting policies and applied them consistently and made judgment 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 March 31, 2018 and of the Profit of the Company for the year ended on that date;

c. the directors had 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 Directors had prepared the annual accounts on a going concern basis; and

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

36. ACKNOWLEDGEMENT

The Board acknowledge with gratitude the co-operation and assistance provided to your Company by its bankers, financial institutions, government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company and its subsidiaries during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support. Your Directors are thankful to members for their continued patronage.

For & on behalf of the Board of Vipul Limited

sd/- sd/-

Punit Beriwala Vikram Vasheshar Kochhar

Managing Director Director

DIN:00231682 DIN:03098195

Place: Gurugram

Date: August 14, 2018

Director’s Report