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Vipul Ltd.

BSE: 511726 Sector: Infrastructure
NSE: VIPULLTD ISIN Code: INE946H01037
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OPEN 73.10
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VOLUME 7733
52-Week high 102.45
52-Week low 54.20
P/E 284.00
Mkt Cap.(Rs cr) 852
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.10
CLOSE 73.25
VOLUME 7733
52-Week high 102.45
52-Week low 54.20
P/E 284.00
Mkt Cap.(Rs cr) 852
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 26th Annual Reporttogether with the Audited Accounts/Financial Statements of the Company for the year endedMarch 312017.

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

1 FINANCIAL RESULTS

(Rupees In Lakhs)

Particular

Standalone for year ended 31st March

Consolidated for year ended 31 st March

2017 2016 2017 2016
Income from operations 22639.50 17867.85 23212.51 18490.53
Other Income 537.90 1109.67 586.10 1139.00
Total Income 23177.40 18977.52 23798.61 19629.53
Total Expenditure 22644.90 18855.08 24862.53 20693.57
Profit/(Loss) before Tax 532.50 122.44 (1063.92) (1064.05)
Less: Provision for taxation
(i) Current Year 106.92 - 117.90 50.57
(ii) Earlier year adjustment - 1.27 (0.06) 1.23
(iii) Deferred tax 187.22 6.05 (194.34) (126.47)
Profit/(Loss) of the year 238.36 115.12 (987.42) (989.38)

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 declared an Interim Dividend Rs. 0.01 per equity share(Paise One) on each fully paid 119984480 no. of equity shares of Rs. 1 (Rupees One) eachof the Company amounting to Rs 1199844.80 for the financial year ending March 31 2017.The dividend was paid to those members of the Company whose names appeared on the Registerof Members of the Company as on Thursday November 24 2016.

The Board has recommended a Final Dividend of Rs. 0.04/- per equity share of Rs. 1/-each for Financial Year 2016-17. The Final Dividend if approved by the shareholders atthe ensuing Annual General Meeting shall be paid to those shareholders whose name appearedon the Register of Members as on Friday September 22 2017 (if the shares held inphysical form). In respect of shares held in electronic form the dividend will be payableto the beneficial owners of the shares as on the closing hours of business on FridaySeptember 15 2017 as per details furnished by the Depositories for this purpose.

DIVIDEND HISTORY

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

FinancialYear Rate of Dividend (%) Dividend per share (in Rs.)
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
2015-16 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.

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 2017 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. 23177.41 Lakh as compared to Rs. 18977.52Lakh in the previous year. Profit after Tax (PAT) stood at Rs. 238.36 Lakh as compared toProfit after Tax of Rs. 115.12 Lakh in the previous year thereby registering a growth inPAT by 107.05%. The consolidated revenues stood at Rs. 23798.61 Lakh as against Rs.19629.53 Lakh in the previous year..

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs.0.20 per share as compared to Rs. 0.10 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 2017-18.

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 presentation to the Board.The IFC implementation required all processes of your Company to be documented alongsidethe controls within the process. All processes were satisfactorily tested for both designand effectiveness during the year.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

As on March 312017 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 Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 entered into with the Stock Exchange(s). TheAudited Consolidated Financial Statement and Cash Flow Statement comprising of theCompany & its subsidiaries forms part of this Annual Report. The Company has notconsolidated financial of its associate companies in accordance with Accounting Standard23 on "Accounting for Investments in Associates in Consolidated FinancialStatements" as there are long term constraints for transfer of funds and accountingof investments in shares of the Associate Companies.

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. Further as per fourth proviso ofthe said section audited annual accounts of each of the subsidiary companies have alsobeen placed on Company's website at www.vipulgroup.in.Web link 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. Weblink is .http://www.vipulgroup.in/sites/default/files/investor_document/AOC-1FY2016-2017.pdf.

The Company has framed a policy for determining the Material Subsidiaries. The Companydoes not have any material subsidiary as on March 312017. The Policy for determiningmaterial subsidiaries of the Company is available on the Company's website at www.vipulgroup.in.

Web link is http://www.vipulgroup.in/sites/default/files/investor_document/Policyon Material Subsidiary.pdf.

12. DEPOSITS

During the financial year 2016-17 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 312017 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 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 bytrustees for the benefit of employees: Nil

13B. DEBENTURES

During the year under review the Company has made early redemption of 470-SecuredRedeemable Listed Non-Convertible Debentures of Rs. 1000000/- each aggregating to Rs. 47Crore in the Month of September 2016.

14. LISTING

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

15. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) andSecretarial Standard on General Meetings (SS-2).

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

M/s. L.B. JHA & Co. Chartered Accountants (Firm Registration No. 301088E) werefirst appointed as auditors at 11th Annual General Meeting ('AGM') held on Monday March312003. Currently they are holding office of the auditors upto the conclusion of theensuing AGM.

As per second proviso to Section 139(2) of the Companies Act 2013 (the Act) atransition period of three years from the commencement of the Act was provided to appointa new auditor if the existing auditor's firm has completed two terms of five consecutiveyears.

Accordingly as per the said requirements of the Act M/s. JSUS & AssociatesChartered Accountants (Firm Registration No. 329784E) are proposed to be appointed asauditors for a period of 5 years commencing from the conclusion of this ensuing AgM tillthe conclusion of the 31st AGM to be held in the year 2022 subject to ratification byshareholders every year as may be applicable in place of M/s. L.B. jHa & Co.Chartered Accountants.

M/s. JSUS & Associates Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141 (3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditor in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors recommended the appointment of M/s. JSUS& Associates Chartered Accountants as Statutory Auditors of the Company from theconclusion of the ensuing AGM till the conclusion of 31st AGM to be held in the year 2022to the shareholders of the Company.

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 312017 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 312017 the auditors have made qualified opinion in respect of the FinancialStatements of Vipul SEZ Developers Pvt. Ltd subsidiary company of Vipul Limited. Thequalified opinion along with the board's explanations thereon are as follows:

Qualified opinion: In absence of the confirmation of the advances given amountingto Rs. 3350000/- we are unable to comment about the realisability of the same.

Board's Reply: The management is following up for recovery and favorable responseis expected. Hence the Board is of the opinion that no provision is required.

Qualified opinion: The licenses for the Group Housing Development have expiredduring January'14andJanuary' 16 respectively and the Company has applied for renewal ofthese licences under the "EDC Relief Policy" announced by Govt. Haryana. Therenewal of these licences are awaited. 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 management is awaiting for approval for renewal of licenses.

Qualified opinion: The External Development Charges and Infrastructural Developmentcharges alongwith the delayed payment surcharge amounting to Rs. 1239210153/-. havenot been 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. 161282741/- 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 2017-18 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 Cost Audit Report was received by the Board of Directors on August 12 2016 for theFinancial Year 2015-16. The due date for filing the Cost Audit Report of the Cost Auditorof the Company for the Financial Year ended March 312016 was September 112016. The CostAudit Report was filed in XBrL mode on September 2 2016.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remunerationof cost auditors for financial year 2017-18 is placed for ratification by the Members inthe ensuing Annual General Meeting.

17.3 Secretarial Auditors

The Secretarial Audit was carried out by M/s. AVA Associates Company Secretaries (PCSRegistration No. 5500) through its partner Mr. Amitabh for the financial year 2016-17.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 oradverse remark or disclaimer in their Report. During the year under review theSecretarial Auditors had not reported any matter under Section 143(12) of the CompaniesAct 2013 therefore no detail is required to be disclosed under Section 134(3) (ca) ofthe 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) through its partner Mr. Amitabh as the Secretarial Auditorsof the Company in relation to the financial year 2017-18. The Company has received theirconsent 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 R s.)
Year ended 31.03.2017 Year ended 31.03.2016
i Expenditure in Foreign Currency
- Travelling 724447 2818943
- Professional Charges 16068623 43504894
- Others 328989 Nil
ii Earning in Foreign Currency
- Receipt from customers NIL 3528669

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 continues to be a socially conscious business enterprise. It is thephilosophy of the Company that the benefits of growth and prosperity should becontinuously shared with the people at large. As part of initiatives under CSR theCompany has undertaken projects in the areas of promotion of education & healthcarewhich are in accordance with the CSR policy of the Company and Schedule VII of theCompanies 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 forformulating 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/sites/default/files/investor_document/CSRPolicy-Vipul.pdf. The annual report on Corporate Social Responsibility Activities isannexed herewith marked as "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 Gurugram Haryana.

The Company has incurred expenditure to the tune of Rs 15.89 Lakhs during the periodunder review towards the CSR activities as against Rs. 2.69 Lakhs for the financial yearended March 312017.

Further to meet its CSR commitments the Company has committed to spend Rs. 16.02Lakhs (approx.) during the financial year 2017-18 as CSR expenditure through "QuotaInternational of DLF City" as against the statutory obligation of Rs. 0.69 Lakhs forthe Financial Year 2017-18.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Company has re-appointed Mr. Punit Beriwala (DIN:00231682) as Managing Director of the Company for a period of three years with effectfrom April 12017 i.e. upto March 312020 on the terms and conditions includingremuneration as recommended by Nomination and Remuneration Committee of the Company afterobtaining the approval of members of the Company by passing the special resolution throughpostal ballot notice/e-voting.

As per the provisions of the Companies Act 2013 Mr. Punit Beriwala retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. His profile is provided in the Notice of Annual General Meeting. The boardrecommended his reappointment.

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 under taken 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. The directors express their satisfaction with theevaluation process.

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 at www.vipulgroup.in.

Web-link is:- http://www.vipulgroup.in/sites/default/files/investor_document/Codeof Conduct for the Prevention ofInsiderTrading.pdf.

24. 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 is :http://www.vipulgroup.in/sites/default/files/investor_document/Familarizationpolicy-Final.pdf.

25. BOARD MEETING

Five meetings of Board of Directors were held during the financial year 2016-17 i.e. onMay 30 2016 August 12 2016 September 9 2016 November 14 2016 and February 13 2017and the gap between two consecutive meetings did not exceed one hundred and twenty days.

The necessary quorum was present throughout for all meetings.

26. 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 asmembers. The Committee has been reconstituted on May 29 2017 by co-opting Mrs. AmeetaVerma Duggal as its member.

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

27. 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 at www.vipulgroup.in. Web-link is: http://www.vipulgroup.in/sites/default/files/investor_document/Vigil_Mechanism-VipulGroup 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.

28. NOMINATION REMUNERATION AND PERFORMANCE EVALUATION POLICY

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.

29. 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 not granted any loan and advances in the nature of loans to any of itssubsidiaries/associates.

30. 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 this Report.

In line with the requirements of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations & Disclosure Requirements) 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 on materiality of and dealing with related party transactions.pdf.

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

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

31 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.

32. 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 AndRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints 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 AndRedressal) Act 2013.

A report under Section 21 of The Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013 read with Rule 14 of Sexual Harassment of Women atWorkplace (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 off 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

33. 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. Thereis no major risk which may threaten the existence of the Company.

34. 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 the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March312017 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 controlswere adequate and were operating effectively; and

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

35. 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
Place: Gurugram Managing Director Director
Date: August 21 2017 DIN:00231682 DIN:03098195