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Vipul Ltd.

BSE: 511726 Sector: Infrastructure
NSE: VIPULLTD ISIN Code: INE946H01037
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VOLUME 13877
52-Week high 102.45
52-Week low 54.20
P/E 270.16
Mkt Cap.(Rs cr) 1,037
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 86.45
CLOSE 86.45
VOLUME 13877
52-Week high 102.45
52-Week low 54.20
P/E 270.16
Mkt Cap.(Rs cr) 1,037
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vipul Ltd. (VIPULLTD) - Director Report

Company director report

To the Members

The Board of Directors of your Company is pleased to present the 25th AnnualReport together with the

Audited Accounts/Financial Statements of the Company for the year ended March 31 2016.

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

1. FINANCIAL RESULTS

(Rupees In Lacs)

Particular Standalone for year ended Consolidated for year ended
31st 2016 March 2015 31st 2016 March 2015
Income from operations 17867.85 23355.01 18490.53 23403.26
Other Income 1109.67 200.79 1139.00 324.08
Total Income 18977.52 23555.80 19629.53 23727.34
Total Expenditure 18855.08 24427.32 20693.57 25061.38
Profit/(Loss) before Tax 122.44 (871.52) (1064.05) (1334.04)
Less: Provision for taxation
(i) Current Year - - 50.57 8.90
(ii) Earlier year adjustment 1.27 - 1.23 (2.90)
(iii) Deferred tax 6.05 (213.95) (126.47) (215.72)
Profit/(Loss) of the year 115.12 (657.57) (989.38) (1124.32)

Material Events Occurring after Balance Sheet Date

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

2. DIVIDEND

The Board of Directors has not recommended any dividend on the Equity Shares in view ofthe performance of the Company for the financial year ended 31st March 2016.

DIVIDEND HISTORY

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

Financial Year Rate of Dividend (%) Dividend per share (in Rs.)
2010-11 15.00 0.15 per equity share of Rs. 1 each
2011-12 15.00 0.15 per equity share of Rs. 1 each
2012-13 15.00 0.15 per equity share of Rs. 1 each
2013-14 5.00 0.05 per equity share of Rs. 1 each
2014-15 NIL NIL

3. TRANSFER TO RESERVES

On account of the negligible profit reported by the Company during the year underreview no amount is proposed to be carried to any general reserves. The Company hastransferred Rs. 1175.00 Lacs to the Debenture Redemption Reserve Account during the yearunder review.

4. CASH FLOW STATEMENT

As required by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 Cash Flow Statement for the financial yearended March 31 2016 is enclosed with the Balance Sheet and Statement of Profit and Lossof the Company.

Consolidated Cash Flow Statement of your Company and its Subsidiaries is enclosed withthe 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 theprofitability of Company has been impacted due to sluggish market demand higher inputinterest costs etc.

The total revenue of the Company stood at Rs. 18977.52 Lakh as compared to Rs.23555.80 Lakh in the previous year. Profit After Tax (PAT) stood at Rs. 115.12 Lakh ascompared to Loss after tax of Rs. 657.57 Lakh in the previous year thereby registering agrowth in PAT by 117.51%. The consolidated revenues stood at Rs. 19629.53 Lakh as againstRs. 23727.34 Lakh in the previous year.

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs.0.10 per share as compared to Rs. (0.55) per share in the previous year.

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

6. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has been proactive in following the principles and practices of a goodCorporate Governance and adhering to the Corporate Governance requirements as set out bySecurities and Exchange Board of India. A separate section on Corporate Governance & acertificate from the Statutory Auditors confirming compliance with the CorporateGovernance requirement; and Management Discussion & Analysis Report as stipulated inSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report.

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

7. CHANGE IN NATURE OF BUSINESS IF ANY

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

8. MATERIAL CHANGES AND COMMITMENTS IF ANY

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

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

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

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations if any and followup actions thereon are reported to the Audit Committee. The findings of Internal Audit arereviewed by the top management and by the Audit Committee of the Board of Directors.

As required under Section 138 of the Companies Act 2013 read with Rule 13 of theCompanies (Accounts) Rules 2014 (as amended) the Company has appointed M/s. Arora &Bansal Chartered Accountants as Internal Auditors of the Company for carrying out theinternal audit for the financial year 2016-17.

The Statutory Auditors conduct audit covering a wide range of operational matters andensure compliance with the specified standards.

Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies and Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the internal controls and systems followed by the company.

As required by the Companies Act 2013 your Company has implemented an InternalFinancial Control (IFC) Framework. Section 134(5)(e) of the Companies Act 2013 whichrequires the Directors to make an assertion in the Directors Responsibility Statement thatyour Company has laid down internal financial controls which are in existence adequateand operate effectively. Under Section 177(4)(vii) of the Companies Act 2013 the AuditCommittee evaluates the internal financial controls and makes a representation to theBoard. The IFC implementation required all processes of your Company to be documentedalongside the controls within the process. All processes were satisfactorily tested forboth design and effectiveness during the year.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31 2016 the Company has 18 subsidiary companies and 05 Associatecompanies. There has been no change in the number of subsidiaries or in the nature ofbusiness of subsidiaries during the year under review.

The Consolidated Financial Statement has been prepared in accordance with theAccounting Standards prescribed by the Companies Act 2013 in this regard and theprovisions of the Listing Agreements entered into with the Stock Exchange(s). The AuditedConsolidated Financial Statement and Cash Flow Statement comprising of the Company &its subsidiaries forms part of this Annual Report. The Company has not consolidatedfinancial 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 inshares of the Associates Companies. The Policy for determining material subsidiaries ofthe Company is available on the Company's website at www.vipulgroup.in. Web link ishttp://www.vipulgroup.in/sites/default/files/investor_document/Policy on MaterialSubsidiary.pdf.

In accordance with third proviso of the Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on Company's website at www.vipulgroup.in. Furtheras per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on Company's website at www.vipulgroup.in. Weblink is http://www.vipulgroup.in/balance-sheets-subsidiary-companies.

Members interested in obtaining a copy of the audited annual accounts of the subsidiarycompanies may write to the Company at the Company's registered office/corporate office.

Further a statement containing the salient features on the performance and financialposition of each of the subsidiary companies included in the consolidated financialstatement is provided in Form AOC-1 and forms part of this Annual Report and also placedon the Company's website at www.vipulgroup.in.Web link ishttp://www.vipulgroup.in/sites/default/files/investor_document/AOC-1 FY2015-2016.pdf.

The Company has framed a policy for determining the Material Subsidiaries. The Companydoes not have any material subsidiary as on March 31 2016.

12. DEPOSITS

During the financial year 2015-16 your Company has not invited or accepted anydeposits from the public and as such no amount on account of principal or interest onpublic deposits was outstanding as on the date of the Balance Sheet.

13A. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs. 11.99 Crores (i.e.119984480 equity Shares of Rs. 1 each).

During the year under review:

(a) Issue of equity Shares With differential rights : Nil (b) Issue of sweat equityshares : Nil (c) Issue of employee stock options : Nil

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

13B. DEBENTURES

During the year under review the Company has issued Non Convertible Debentures to thetune of Rs 47

Crores on private placement; which are listed on the Debt Segment of BSE Limited.

14. LISTING

The equity shares of your Company are presently listed on BSE Limited and NationalStock Exchange of

India Limited.

The Non Convertible Debentures issued by the Company are listed on the Debt Segment ofBSE Limited.

15. SECRETARIAL STANDARDS

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings ofDirectors (SS-1) and Secretarial Standard on General Meetings (SS-2) effective from July1 2015. Your Company complies with the same.

Your Company will comply with the other Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) as and when they are made mandatory.

16. 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.

17. AUDITORS AND AUDITORS REPORT

17.1 Statutory Auditors

At the Annual General Meeting held on September 24 2014 M/s L.B. Jha & Co.Chartered Accountants were appointed as Statutory Auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s L.B. Jha & Co. Chartered Accountants asStatutory Auditors of the Company is placed for ratification by the members. In thisregard the Company has received a written consent and a certificate to the effect thattheir appointment if made would be in accordance with the Companies Act 2013 and theRules framed thereunder and that they satisfy the criteria provided in Section 141 of theCompanies Act 2013.

The members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.

Independent Auditor's Report

There are no adverse remarks reservations and/or qualification made by StatutoryAuditor in their Report on the Standalone Financial Statements of the Company. The notesto the financial statement as on March 312016 referred to in Auditor's Report areself-explanatory and therefore do not call for any further comments.

During the year under review the Auditors had not reported any matter under Section143(12) of the Companies Act 2013; therefore no detail is required to be discussed underSection 134(3)(ca) of the Companies Act 2013.

However in Consolidated Financial Statements of the Company for the financial yearended March 31 2016 the auditors have made qualified opinion in respect of the FinancialStatements of Vipul SEZ Developers Pvt. Ltd subsidiary company of Vipul Limited. Thequalified opinion alongwith the board's explanations thereon are as follows:

Qualified opinion: The registration is pending for land measuring 10.03125 acres theconsideration paid for such land is Rs. 21534376/-. In the absence of registration thishas been reflected as Advance for Land.

Board's Reply: The Board is of the opinion that no provision is required. However thematter being subjudice any provision will be known only on receipt of court orders.

Qualified opinion: In absence of the confirmation of the advances given amounting toRs.24884376/-(including Rs. 21534376/- as stated in para above ) we are unable tocomment about the realisability of the same.

Board's Reply: The matter relating to Rs. 21534376/- being subjudice any provisionwill be known only on receipt of court orders. For Rs. 3350000/- the management isfollowing up for recovery and favorable response is expected. Hence the Board is of theopinion that no provision is required.

Qualified opinion: The licenses for the Group Housing Development have expired duringJanuary'14 and January' 16 respectively and in the absence of such renewed license we areunable to comment about the future use of such land for which such license has beenobtained.

Board's Reply: The matter is under arbitration before the Hon'ble Arbitration Tribunal.The renewal can be applied only after all parties agree to abide by the terms of therenewal and accordingly any provision in respect thereof can only be ascertained uponreceipt of any order from the Licensing authorities.

Qualified opinion: The External Development Charges and Infrastructural Developmentcharges alongwith the delayed payment surcharge amounting to Rs. 1268545153/-. have notbeen deposited and the Statutory Authority has taken step to invoke the Bank Guaranteeissued by Axis Bank Ltd. Pending invocation of bank guarantee we are unable to commentabout the impact of the same in the Financial Statement of the company.

Board's Reply: The Board is of the opinion that no provision is required as allliabilities including delayed payment surcharge has already been provided in the financialstatements. Any financial impact from Bank on invocation of the Bank Guarantee is notascertainable till the time any such demand is raised by the Bank.

Qualified opinion: Rs. 13 74 92741/- shown in the books as Deposit lying withDepartment of Town and

Country Planning Govt. of Haryana is subject to confirmation.

Board's Reply: The Board is of the opinion that no provision is required as theserecoveries from Department of Town and Country Planning Govt. of Haryana is based onvarious correspondence of the Government Body. The balance confirmation from Department ofTown and Country Planning Govt. of Haryana is awaited.

17.2 Cost Auditors

The Board of Directors on the recommendation of the Audit Committee appointed M/sVijender Sharma & Co. Cost Accountants as Cost Auditors of the Company for thefinancial year 2016-17 at a remuneration of Rs. 80000/- (Rupees Eighty Thousand Only)p.a. (exclusive of out of pocket expenses and applicable taxes). The Audit Committee hasalso received a Certificate from the Cost Auditors certifying their independence and arm'slength relationship with the Company.

The due date for filing the Cost Audit Report of the Cost Auditor of the Company forthe Financial Year ended 31st March 2015 was 30th September 2015. The Cost Audit Reportwas filed in XBRL mode on 29th September 2015.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remunerationof cost auditors

for financial year 2016-17 is placed for ratification by the Members in the ensuingAnnual General Meeting.

17.3 Secretarial Auditors

The Secretarial audit was carried out by M/s. AVA Associates Company Secretaries (PCSRegistration No. 5500) for the financial year 2015-16. The Report given by the SecretarialAuditors is annexed as "Annexure B" and forms integral part of this Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Secretarial Auditors had not reported any matterunder Section 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed 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 AuditCommittee the Board of Directors had appointed M/s. AVA Associates Company Secretaries(PCS Registration No. 5500) as the Secretarial Auditors of the Company in relation to thefinancial year 2016-17. The Company has received their consent for appointment.

18. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

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

19. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

S. No. Expenditure/Earning in Foreign Currency (In Rs.)
Year ended Year ended
31.03.2016 31.03.2015
i. Expenditure in Foreign Currency
3 Travelling 2818943 465675
3 Professional Charges 43504894 7304018
ii. Earning in Foreign Currency
3 Receipt from customers 3528669 1617513

Activities Relating to Exports; Initiatives taken to increase exports; development ofnew export market for product& services and export plans are not applicable to theCompany.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Vipul Limited has been a socially conscious business enterprise. It is the philosophyof the Company that the benefits of growth and prosperity should be continuously sharedwith the people at large.

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 forformulating and monitoring the CSR policy of the Company from time to time.

Mr. Vikram Vasheshar Kochhar was appointed as member of this Committee in place of Mr.Anil Kumar Agarwal w.e.f. January 21 2016.

The CSR policy may be accessed on the Company's website at www.vipulgroup.in. Web linkis http:// www.vipulgroup.in/sites/default/files/investor_document/CSR Policy-Vipul.pdf.The annual report on Corporate Social Responsibility Activities is annexed herewith markedas "Annexure C" to this report.

Members of the Company may note that the Company had executed a Memorandum ofUnderstanding (MOU) with "Quota International of DLF City" for financialparticipation for supporting operational welfare of Kadarpur Secondary School situated atKadarpur Gurgaon.

The Company has incurred expenditure to the tune of Rs 10.30 Lac during the periodunder review towards the CSR activities as against Rs. 18.22 lakh for the financial yearended March 31 2016.

Further to meet its CSR commitments the Company has committed to spend Rs. 15.60lakhs (approx.) during the financial year 2016-17 as CSR expenditure through "QuotaInternational of DLF City" as against the statutory obligation of Rs. 2.69 lakhs forthe Financial Year 2016-17. Thereby covering the unspent amount allocated to CSRactivities for the Financial Year 2015-16.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Anil Kumar Agarwal Non-Executive IndependentDirector has resigned from the directorship of the Company w.e.f. January 06 2016. TheBoard placed on record its deeps appreciation for valuable contribution provided by himduring his tenure as a director of the company.

During the year the shareholders/members at the 24th Annual General Meeting held onSeptember 26 2015 approved the appointment of Ms. Ameeta Verma Duggal as IndependentDirector with effect from September 26 2015 for a consecutive period of 5 years notliable to retire by rotation. The Company has issued letter of appointment detailingterms & conditions to the Independent Director as per Schedule IV of the CompaniesAct 2013 and same has been disclosed on the website of the Company at www.vipulgroup.in.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under section149(6) of the Companies Act 2013 and Regulation 16 & 25 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Noneof Independent Directors is due for reappointment.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors has undertaken an evaluation of its ownperformance the performance of its Committees and of all the individual Directors basedon various parameters relating to roles responsibilities and obligations of the Boardeffectiveness of its functioning contribution of Directors at meetings and thefunctioning of its Committees.

23. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

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

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on the Company's website atwww.vipulgroup.in.Web-link is:- http://www.vipulgroup.in/sites/default/files/investor_document/Code of conduct.pdf.

24. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company has sincecomplied with the said requisitions.

25. FAMILIARIZATION POLICY

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

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

To familiarize the new inductees with the strategy operations and functions of ourCompany the Managing Director/Senior Managerial Personnel make presentations to theinductees about the Company's strategy operations organization structure facilities andrisk management. Details of the familiarization program/ policy of the independentdirectors are available on Company's website at www.vipulgroup.in. Web link ishttp://www.vipulgroup.in/sites/default/files/investor_document/Familarizationpolicy-Final.pdf.

26. BOARD MEETING

Six meetings of Board of Directors were held during the financial year 2015-16 i.e. onMay 30 2015 August 12 2015 September 1 2015 November 14 2015 February 9 2016 andFebruary 17 2016 and the gap between two consecutive meetings did not exceed one hundredand twenty days.

The necessary quorum was present throughout for all meetings.

27. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions of Section177 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. VikramVasheshar

Kochhar as Chairman Dr. Bidhubhusan Samal and Mr. Rajesh Kumar Batra as members.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors.

Mr. Rajesh Kumar Batra was appointed as member of this Committee in place of Mr. AnilKumar Agarwal w.e.f. January 21 2016.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The said policy is available on Company's website atwww.vipulgroup.in. Web-link is : http://www.vipulgroup.in/sites/default/files/investor_document/Vigil_Mechanism - Vipul Group 2015.pdf.

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

29. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub- section (3) of Section 178 of the Companies Act 2013 isappended as Annexure "D" to this Report.

Neither the Managing Director nor any other Director receives any remuneration (exceptsitting 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 providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the notes to the Financial Statements(standalone).

The Company has furnished a corporate guarantee for High Class Projects Ltd (HCPL) awholly owned subsidiary in favour of Tourism Finance Corporation of India Ltd (TFCI) inconsideration of TFCI having granted to HCPL financial assistance by way of term loanupto Rs. 32.50 Crores.

There was no default in the repayment of loans or payment of interest thereon duringthe year under review. The particulars of loans given to subsidiaries are as under :

- High Class Projects Ltd wholly owned subsidiary; Balance as on 31.03.2016- Rs 1950Lac (Maximum outstanding during the year - Rs 1950 Lac).

Further apart from above the Company has not granted any loan and advances in thenature 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 theyear pursuant to

Section 188 of the Companies Act 2013 are given in Annexure "E" to thisReport.

In line with the requirements of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations & Disclosures Requirement) Regulations 2015 theCompany has formulated a policy on Materiality of and dealing with related partytransactions. The Policy can be accessed on the Company’s website www.vipulgroup.in.Web link is: http://www.vipulgroup.in/sites/default/files/investor_document/ policy onmateriality of and dealing with related party transactions.pdf.

There was no material contracts or arrangements entered into by the Company with any ofthe 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 andRemuneration of Managerial Personnel) Rules 2014 are appended herewith as "AnnexureF(I)" to this Report.

In terms of the Provisions of Sections 197 (12) of the Companies Act 2013 read withRule 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 employeesdrawing remuneration in excess of the limits set out in the said Rules is appendedherewith 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 therequirements of The Sexual Harassment of Women at workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.

All employees (permanent contractual temporary trainees) are covered under thispolicy.

During the year under review no complaints were received by internal committeepursuant to the Sexual Harassment of Women at workplace (Prevention Prohibition &Redressal) Act 2013.

34. RISK MANAGEMENT POLICY

The Company has a Risk Management Committee to frame implement and monitor the riskmanagement plan for the Company. The Committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The Audit Committee has additionaloversight in the area of financial risks and controls. The development and implementationof risk management policy has been covered in the Report on Corporate Governance andManagement Discussion and Analysis Report which forms part of this Annual Report.

35. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors hereby confirm that: a. in the preparation of theannual accounts for the year ended March 31 2016 the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b. thedirectors had selected such accounting policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 31 2016 andof the Profit of the Company for the year ended on that date; c. the directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. theDirectors had prepared the annual accounts on a going concern basis; and e. properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; and f. the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

36. ACKNOWLEDGEMENT

The Board acknowledge with gratitude the co-operation and assistance provided to yourCompany by its bankers financial institutions government as well as non-governmentagencies. The Board wishes to place on record its appreciation to the contribution made byemployees of the Company and its subsidiaries during the year under review. Your Directorsthank the customers clients vendors and other business associates for their continuedsupport. 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
Place: Gurgaon DIN: 00231682 DIN: 03098195
Date: August 12 2016