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Vipul Ltd.

BSE: 511726 Sector: Infrastructure
NSE: VIPULLTD ISIN Code: INE946H01037
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VOLUME 5035
52-Week high 41.90
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Mkt Cap.(Rs cr) 369
Buy Price 0.00
Buy Qty 0.00
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OPEN 32.45
CLOSE 31.05
VOLUME 5035
52-Week high 41.90
52-Week low 12.00
P/E
Mkt Cap.(Rs cr) 369
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

Your Directors have pleasure in presenting the Twenty Ninth Annual Report on thebusiness and operations of the Company together with the audited results for the financialyear

1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

Particular Standalone for year ended 31st March Consolidated for year ended 31st March
2020 2019 2020 2019
Revenue from operations 16097.32 21566.97 17647.07 22588.56
Other Income 2446.15 489.54 2459.49 713.19
Total Income 18543.47 22056.51 20106.56 23301.75
Total Expenses 21651.06 21904.26 23910.22 23477.52
Profit /(Loss) before Tax (3107.59) 152.25 (3803.66) (175.77)
Add: share of profits from Associates - - 4.78 4.58
Less: Tax Expense:
(i) Current Year - 141.86 0.20 175.57
(ii) Deferred tax (364.59) (132.65) (364.43) (468.24)
Profit / (Loss)of the year (2743.01) 143.04 (3434.66) 121.48
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss (50.61) (41.75) (51.16) (41.43)
(ii) Income tax relating to items that will not be reclassified to profit or loss (17.68) (14.59) (17.83) (14.51)
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 (2775.93) 115.88 (3467.99) 94.56

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which the balancesheet relates 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 ear ended March 31 2020. y of the Company for the financial

3. RESERVES

The Company has not transferred any amount to Reserve for the financial year endedMarch 31 2020.

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 year ended March 31 2020 isenclosed 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 withthe Consolidated Audited Accounts/Financial Statements.

5. FINANCIAL OVERVIEW

STANDALONE

The Company's main business is real estate. During the yearunderreviewtheprofitability of Company has been impacted due to sluggish market demandhigher input interest costs etc.

The total revenue of the Company stood at Rs. 18543.47 Lakh as compared to Rs.22056.51 Lakh in the previous year. Loss after Tax (PAT) stood at Rs. 2743.01 Lakh ascompared to Profit of Rs. 143.04 Lakh in the previous year (after taking the impact ofINDAS).

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs.(2.29) per share as compared to Rs. 0.12 per share in the previous year.

CONSOLIDATED

The consolidated revenues stood at Rs. 20106.56 Lakh as against Rs. 23301.75 Lakh inthe previous year. The Company is taking effective steps to improve the performance of theCompany through growth in revenue managing cost strategic marketing increasing brandawareness and brand equity through advertisement campaign etc.

6. CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Boardof India's Corporate Governance practices and have implemented all the stipulationsprescribed. Secretarial compliances reporting intimations etc. under the Companies Act2013 listing agreement(s) and other applicable laws rules and regulations are noted inthe Board/ Committee Meetings from time to time. The Company has implemented several bestcorporate governance practices as prevalent globally. The Corporate Governance Report asstipulated under Regulation 34(3) and other applicable Regulations read with Part C ofSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Report. The Company has laid down a Code of Conduct for the Directorsas well as for all Senior Management of the Company. As prescribed under Regulation 17(5)of the listing regulation a declaration signed by the

Managing Director & Chief Executive Officer affirming compliance with the Code ofConduct by the Director and Senior Management personnel of the Company for the FinancialYear 2018-19 forms part of the Corporate Governance Report.

7. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and governance perspective is attached as partof the Annual Report.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

9. CHANGE IN NATURE OF BUSINESS IF ANY

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

10. 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.

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

During the year corporate insolvency process was initiated against the Company by theorder of the Hon'ble NCLT New Delhi dated 15.01.2020 which was set aside by the Hon'bleNCLAT through order dated 30.01.2020.

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

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section134(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 FinancialControl commensurate with the nature and size of its business operations and operatingeffectively and no material weakness exists. The Company has a process in place tocontinuously monitor the same and identify gaps if any and implement new and/or improvedcontrols wherever the effect of such gaps would have a material effect on the Company'soperations. The Company has appointed independent audit firm as Internal Auditors toobserve the Internal Control system. The Board of Directors of the Company have adoptedvarious policies like Related Party Transactions Policy Vigil Mechanism Policy

Policy to determine Material Subsidiaries and such other procedures for ensuring theorderly and efficient conduct of its business for safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

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

13. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

As on March 31 2020 the Company has 18 subsidiary companies and 05 Associatecompanies. During the year the Company has made disinvestment in M/s Aahamne HospitalityPrivate Limited (Formerly known as Vipul Vocational Institutes Private Limited) by sale of9000 equity shares of Rs. 10/- on February 11 2020. Consequently M/s Aahamne HospitalityPrivate Limited (Formerly known as Vipul Vocational Institutes Private Limited) has ceasedthe subsidiary company of Vipul Limited. There has been no change in the nature ofbusiness of subsidiaries during the year under review.

The Consolidated Financial Statement has been prepared in accordance with the IND ASprescribed by the Companies Act 2013 in this regard and the provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 entered into with the Stock Exchange(s). The Audited Consolidated Financial Statementand Cash Flow Statement comprising of the Company & its subsidiaries forms part ofthis Annual Report. The consolidated Profit the financial information of one of thesubsidiary alongwith its four subsidiaries while the statement of consolidated Assets andLiabilities for the year ended March 31 2020 includes the Consolidated Balance Sheet ofthe said subsidiary for the year ended March 31 2018.

The Auditors who had audited the Consolidated Financial Statement of the saidsubsidiaries had expressed a modified opinion on the Consolidated Financial Statement forthe Year Ended March 31 2018 in the absence of Audited Financial Statement for the Yearended March 31 2019 and March 31 2020 the Board is unable to comment on whether thecircumstances which resulted in the modified opinion still exist In terms of Section 134of the Act and Rule 8(1) of the Companies (Accounts) Rules 2014 the financial positionand performance of the subsidiaries are given at an Annexure to the Consolidated FinancialStatements.

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 atwww. vipulgroup.in. Weblink 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 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 is:http://www.vipulgroup.in/assets/invester-pdf/balance-sheets-subsidiary-companies/balance-sheets-of-subsidiary-companies-aoc-1-2017-185b8e2e6ec6b7a.pdfThe Company has framed the policy for determining the Material Subsidiaries. The Companydoes not have any material subsidiary as on March 31 2020. The Policy for determiningmaterial subsidiaries of the Company is available on the Company's website atwww.vipulgroup.in. Web-link is: http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-policy-on-materiality-of-events5cf0de1792d7e.pdf.

14. DEPOSITS

During the financial year 2019-20 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.

15. A. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2020 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

B. TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Companies Act 2013 the dividends pertaining tofinancial year

2011-1 which was lying unclaimed with the Company was transferred to the InvestorEducation and

Protection Fund during the financial year 2019-20. The details of unclaimed dividendtransferred to the Investor Education and Protection Fund are detailed in the CorporateGovernance Report forming part of the Annual Report.

C. 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 IndiaCompany is timely redressing the Investor Complaints through the SEBI complaints RedressSystem (SCORES). As a part of compliance the Company has an Investor Grievance Committeeto redress the issues relating to investors. The details of this Committee are provided inthe Corporate Governance Report forming part of the Annual Report.

16. LISTING

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

17. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI

The Board confirms that during the period under review the Company has complied withthe applicable

Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) asamended from time to time.

18. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of the annual return for thefinancial year ended March

31 2020 in MGT 9 is attached as "Annexure A" to this report. The same isavailable on the website of the Company at www.vipulgroup.in. Web link is:http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-extract-of-annual-return-march-31-20195d5f93b897feb.pdf.

19. AUDITORS AND AUDITORS REPORT 19.1 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 GeneralMeeting who were appointed in the 26th Annual General Meeting to hold office until theconclusion of 31st Annual The requirements to place the matter relating to appointment ofStatutory Auditorsforratificationby members at every Annual General Meeting is done awaywith vide notification dated May 07 2018 issued by the Ministry of Corporate Affairs NewDelhi. Accordingly no resolution is proposed for ratification of appointment of StatutoryAuditors who were appointed in the Annual General Meeting held on September 22 2017.

19.2 Independent Auditor's Repot

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 31 2020 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.

19.3 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 financialyear 2020-21 at a remuneration of Rs. 80000/- (Rupees Eighty Thousand Only) p.a.(exclusive of out of pocket expenses and applicable taxes). The Audit Committee has alsoreceived Certificatefrom 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 12 2019 for theFinancial

Year 2018-19. The due date for filing the Cost Audit Report of the Cost Auditor of theCompany for the Financial Year ended March 31 2019 was September 13 2019. The Cost AuditReport was filed in XBRL mode on December 26 2019.There are no qualifications or adverseremarks in the Cost Audit

Report which require any explanation from the Board of Directors.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remunerationof cost auditors for financial year 2020-21 is placed for ratification by the Members inthe ensuing Annual

General Meeting.

19.4 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 thefinancial year 2019-20.

The Report given by the Secretarial Auditors is annexed as "Annexure B" andforms an integral part of this Report. There has been no qualification reservation oradverse remark or disclaimer in their

Report. During the year under review the Secretarial Auditors had not reported anymatter under Section 143(12) of the Companies Act 2013; therefore no detail is requiredto 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 AuditCommittee the Board of Directors had appointed M/s. AVA Associates through its PartnerMr. Amitabh practicing Company secretary (Membership No. 14190 COP No.5500) as theSecretarial Auditors of the Company in relation to the financial year 2020-21. The Company

20. 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.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

S. No. Expenditure/Earning in
Foreign Currency Year ended 31.03.2020 Year ended 31.03.2019
i. Expenditure in Foreign Currency
Travelling Nil Nil
Professional Charges Nil Nil
Others Nil Nil
ii. Earning in Foreign Currency
Receipt from customers Nil Nil

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

22. 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 Directors namely Mr. Vikram Kochhar Ms. VishakaBeriwala and Mrs. Ameeta Verma Duggal. The CSR Committee is responsible for formulatingand monitoring the CSR policy of the Company from time to time. The Board has co-optedMrs. Ameeta Verma Duggal and Ms. Vishaka Beriwala as a member of committee w.e.f.12.08.2019 and 31.07.2020 respectively.

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

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 for re-appointment. Hisprofileis provided in the Notice of Annual General Meeting. The board recommended hisreappointment.

The Notice convening the Annual General Meeting includes the proposal forre-appointment of Mr. Punit Beriwala as a Director. A brief resume of Mr. Punit Beriwalahas been provided as an Annexure to the

Notice convening the Annual General Meeting. Specific information about the nature ofMr. Punit Beriwala expertise in specific functional areas and the names of the companiesin which he holds directorship and membership / chairmanship of the Board committees havealso been provided in the Notice convening the Annual General Meeting.

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. Mrs.Ameeta Verma Duggal is due for re-appointment as Non-Executive

Independent Director of the Company for a second term of five consecutive years.

Pursuant to a notification dated October 22 2019 issued by the Ministry of CorporateAffairs all independent directors have completed the registration with the IndependentDirector's Databank.

Further the Notice convening the Annual General Meeting includes the proposal forregularization of Ms. Vishaka Beriwala as a Director of the Company pursuant to theprovisions of Sections 160 and 161 of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) as amended andprovisions of the Articles of Association of the Company; and subject to other approvalsif required or any other approval wherever required under any other enactment or lawfor the time being in force if any. The Board has appointed Ms. Vishaka Beriwala as anAdditional Director of the Company on November 13 2019 who holds the office up to thedate of the ensuing Annual General Meeting of the Company in terms of Section 161 of theCompanies Act 2013 ("the Act") and in respect of whom the Company has receivedthe requisite notice in writing under Section 160 of the Act proposing her candidaturefor the office of Director of the Company be and is hereby appointed as a Director of theCompany whose period of office is liable to determine by rotation subject to the approvalof members of the Company at ensuing Annual General Meeting." Further the Noticeconvening the Annual General Meeting includes the proposals for re-appointment of Mrs.Ameeta Verma Duggal (DIN: 02532003) as a Non-Executive Independent Director for a secondterm of five consecutive years w.e.f. from September 26 2020 pursuant to the provisionsof Sections 149 150 and 152 read with Schedule IV and other applicable provisions ifany of the Companies Act 2013 and the Companies (Appointment and Qualification ofDirectors) Rules 2014 and other applicable provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

Brief resumes of Mr. Punit Beriwala Ms. Vishaka Beriwala and Mrs. Ameeta Verma Duggalhave been provided as an Annexure to the Notice convening the Annual General Meeting.

Further the Company has appointed Ms. Vishaka Beriwala as an Additional Director ofthe Company with effect from November 13 2019.

Mr. Rajesh Kumar Batra Non-Executive Independent Director of the Company resigned fromthe designation of director with effect from June 11 2019.

Mrs. GuninderSinghChiefExecutiveOfficerof the Company resigned from her position witheffect from

May 11 2020 and Mr. Punit Beriwala has been appointed Chief Executive Officer of theCompany with effect from May 13 2020 in place of Mrs. Guninder Singh.

Mr. Punit Beriwala has been re-designated as a ManagingOfficerof the Director and ChiefExecutive

Company with effect from May 13 2020.

24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

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. The directors expresses their satisfaction with theevaluation process.

The performance of the Board was evaluated by the entire Board after seeking inputsfrom all the Directors on the basis of criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated after seeking inputs from the Committeemembers on the basis of criteria such as the composition of Committees effectiveness ofCommittee meetings etc. The above criteria are based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Board after taking into accountthe views of Executive Directors and Non-Executive Directors was evaluated. The Board andthe Nomination and Remuneration reviewed the performance of individual directors on thebasis of criteria such as the contribution of the individual director to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In the Board meeting that followedthe meeting of the Independent Directors and meeting of the NRC the performance of theBoard its Committees and individual Directors was also discussed. Performance evaluationof Independent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

Based on inputs received from the members it emerged that the Board had a good mix ofcompetency experience qualifications and diversity. Each Board member contributed inhis/her own manner to the collective wisdom of the Board keeping in mind his/her ownbackground and experience. There was active participation and adequate time was given fordiscussing strategy. Overall the Board was functioning very well in a cohesive andinteractive manner.

25. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Company has adopted the Insider Trading Policy of the Company in accordance withthe requirements 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/assets/invester-pdf/model-code-conduct/model-code-of-conduct-code-of-conduct-for-the-prevention-of-insider-trading-effective-wef-april-01-20195cb4317a32695.pdf.

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

27. BOARD MEETING

Four meetings of Board of Directors were held during the financial year 2019-20 i.e. onMay 30 2019

August 12 2019 November 13 2019 and February 14 2020 and the gap between twoconsecutive meetings did not exceed one hundred and twenty days. In accordance with theprovisions of Companies Act 2013 a separate meeting of Independent Directors was held onFebruary 14 2020. The necessary quorum was present throughout for all meetings.

28. 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 Directors namely Mr. Vikram Kochhar as Chairman Dr.Bidhubhusan Samal (ceased w.e.f. July 10.07.2020) Mr. Kapil Dutta Mr. Punit Beriwala& Ms. Ameeta Verma Duggal as members. The Board has co-opted Mr. Punit Beriwala andMr. Kapil Dutta as a member of committee w.e.f. 12.08.2019 and 31.07.2020 respectively.

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

29. 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 Securities and exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The said policy is availableon Company's website at www.vipulgroup.in. Web-link is: http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vigil-Mechanism-Vipul-Group-2015-Financial-Year.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.

30. SAFETY

Safety is a core value for the Company and is given topmost priority. The Company hasdeveloped and implemented standards and procedures in order to achieve world class safetypractices. This has helped in establishing a safety culture and inculcating safe behaviouramong the employees and business associates. This ensures zero harm to everyone associatedwith the Company's operations directly or indirectly. The Company is committed to providea safe and healthy working environment for its employees and associates. A Company-leveloccupational health and safety policy exists in line with Vipul group's occupationalhealth and safety policy. This ensures increased vigilance and awareness on health andsafety.

31. NOMINATION REMUNERATION AND PERFORMANCE EVALUATION POLICY

The Company has adopted the Company's policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under subsection (3) of Section 178 of the CompaniesAct 2013 is appended 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.

32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

In terms of Section 134 of the Companies Act 2013 the particulars of loansguarantees and investments made by the Company under Section 186 of the Companies Act2013 is detailed in Notes to Accounts of the Financial Statements The Company has notgranted any loan and advances in the nature of loans to any of its subsidiaries/associates.

33. 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 adopted 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/notice-for-shareholdersstock-exchange-policy-on-materiality-and-dealing-with-related-party-transactions5cf0ddd41aa07.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 are of repetitive nature. The statement of transactionsentered into pursuant to the omnibus approval so granted is placed before the AuditCommittee for approval on quarterly basis.

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

34. 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"Annexure F(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.

35. 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 2013read 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

36. 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 implementation of risk management policy has been covered in theReport on Corporate Governance and Management Discussion and Analysis Report which formspart of this Annual Report. There is no major risk which may threaten the existence of theCompany.

37. 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 2020 the applicable accounting standards hadbeen followed code 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 2020 andof the Loss of the Company for the year ended on that date; c. the directors had takenproper and sufficientcare for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d. the Directors hadprepared the annual accounts on a going concern basis; and e. proper internal financialcontrols were in place and that the financial controls were adequate and were operatingeffectively; and f. the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

38. ACKNOWLEDGEMENT

The Board acknowledges 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. The Directors are thankful to the Government of India the various ministries ofthe State Governments Haryana Real Estate Regularity Authority communities in theneighbourhood of our operations municipal authorities of Gurugram and local authoritiesin areas where we are operational in India; as also partners governments for all thesupport rendered during the year under review.

Finally the Board would like to express its gratitude to the members employees andtheir families for their continued trust co-operation and support.

For & on behalf of the Board of Vipul Limited

sd/- sd/-
Punit Beriwala Vikram Kochhar
Managing Director & Director
Chief Executive Officer 03098195
00231682

Place: Gurugram Date: August 20 2020

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the Financial Year Ended on March 31 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

1. REGISTRATION AND OTHER DETAILS:

CIN L65923DL2002PLC167607
Registration Date June 05 1991
Name of the Company Vipul Limited
Category/ Sub- Category of the Company Public Company/ Limited by Shares
Address of the Registered office and Unit No. 201 C-50 Malviya Nagar New Delhi-110017
contact details
Whether Listed Company Yes
Name address and contact details of M/s MAS Services Limited (unit: Vipul Limited)
Registrar and Transfer agent if any T-34 IIndFloor Okhla Industrial Area Phase-II
New Delhi-110020
Tel No.: 011-26387281-83
Fax No. 011-26387384
Email: info@masserv.com

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:

S. No. Name and Description of products/services main NIC code of the Products/ Services % to total turnover of the Company
1 Real Estate NA 100%

3. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address of the Company CIN/ GLN Holding/ Subsidiary/ Associate % of Shares held Applicable Section
1 URR Housing and Construction Private Limited Unit No. 201 C-50 Malviya Nagar New Delhi-110017 U45201DL2005PTC140259 Subsidiary 100% 2(87)
2 Ritwiz Builders and Developers Private Limited Unit No. 201 C-50 Malviya Nagar New Delhi-110017 U45201DL2005PTC139817 Subsidiary 100% 2(87)
3 United Buildwell Private Limited Unit No. 201 C-50 Malviya Nagar New Delhi-110017 U45201DL2005PTC137284 Subsidiary 100% 2(87)
4 Vipul Southern Infracon Limited Unit No. 201 C-50 Malviya Nagar New Delhi-110017 U45200DL2008PLC182660 Subsidiary 100% 2(87)
5 Entrepreneurs (Calcutta) Private Limited U24241WB1979PTC032243 Subsidiary 100% 2(87)
4/2 B Leonard Road Hastings Kolkata- 700022 WB
6 Vipul Eastern Infracon Private Limited U32201WB1984PTC037228 Subsidiary 100% 2(87)
4/2 B Leonard Road Hastings Kolkata- 700022 WB
7 Vipul Hospitality Limited U55101DL2007PLC170128 Subsidiary 100% 2(87)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
8 Vipul SEZ Developers Private Limited U45201DL2006PTC146089 Subsidiary 50.04% 2(87)
14/185-14/186 Gr Floor Malviya Nagar Main Shivalik Road New Delhi-110017
9 PKB Buildcon Private Limited U70101DL2005PTC135706 Subsidiary 50.04% 2(87)
14/185-14/186 Gr Floor Malviya Nagar Main Shivalik Road New Delhi-110017
10 PKBK Buildwell Private Limited U70101DL2005PTC135669 Subsidiary 50.04% 2(87)
14/185-14/186 Gr Floor Malviya Nagar Main Shivalik Road New Delhi-110017
11 KST Buildwell Private Limited U70101DL2005PTC135707 Subsidiary 50.04% 2(87)
14/185-14/186 Gr Floor Malviya Nagar Main Shivalik Road New Delhi-110017
12 VSD Buildwell Private Limited U70100DL2011PTC223672 Subsidiary 50.04% 2(87)
14/185-14/186 Gr Floor Malviya Nagar Main Shivalik Road New Delhi-110017
13 High Class Projects Limited U70102DL2010PLC200435 Subsidiary 100% 2(87)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
14 Bhatinda Hotels Limited U55101DL2010PLC198746 Subsidiary 100% 2(87)
14/185- Unit No. 201 C-50 Malviya Nagar New Delhi-110017
15 Abhipra Trading Private Limited U51909DL2002PTC117738 Subsidiary 100% 2(87)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
16 Vineeta Trading Private Limited U51909DL2002PTC117736 Subsidiary 100% 2(87)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
17 Graphic Research Consultants (India) Private Limited U74999DL1981PTC012286 Subsidiary 100% 2(87)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
18. Vipul Lavanya Developers Limited U70109DL2012PLC240089 Subsidiary 100% 2(87)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
19. Vipul Karamchand SEZ Private Limited U45400DL2007PTC166606 Associate 50% 2(6)
72 Okhla Industrial Estate Phase-III New Delhi-110020
20. Maxworth Marketing Private Limited# U74899DL1995PTC069711 Associate 50% 2(6)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
21. Choice Real Estate Developers Private Limited U70101DL2006PTC148471 Associate 25.00% 2(6)
Unit No. 201 C-50 Malviya Nagar New Delhi-110017
22. Mudra Finance Limited U70101DL1997PLC085456 Associate 33.33% 2(6)
G-12/A First Floor Hauz Khas New Delhi-110016
23. Whitfield Infrastructure Development Private Limited# U45201KA2001PTC029045 Associate 50.00% 2(6)
22 Vijayalakshmi Colony Kadugodi Bangalore-560067 Karnataka

# Holding through Subsidiary Companies.

4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity)I) Category-wise Shareholding

Category of Share holders

No. of Shares held at the beginning of the year

No. of Shares held at the endof the year

% Change
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
A. Promoters
(1) Indian
a) Individual/HUF 76108717 0 76108717 63.43 76108717 0 76108717 63.43 -
b) Central Govt. - - - - - - - - -
v) State Govt.(s) - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks/ FI - - - - - - - - -
f) Any Other…. - - - - - - - - -
Sub-Total (A)(1): 76108717 0 76108717 63.43 76108717 0 76108717 63.43 -
(2) Foreign -
a) NRIs – - - - - - - - - -
Individuals
b) Other- Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/ FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub-Total (A)(2): - - - - - - - - -
Total Shareholding 76108717 0 76108717 63.43 76108717 0 76108717 63.43 -
of Promoters (A)= (A)(1)+(A)(2)
B. Public
Shareholding
(1)Institutions -

-

- - -

-

- -

-

a) Mutual Funds/ -

-

- - -

-

- -

-

UTI
b) Banks / FI -

-

- - -

-

- -

-

c) Central Govt. / -

-

- - 1000

0

1000 0.00

0.00

State Govt.
d) Venture -

-

- - -

-

- -

-

Capital Funds
e) Insurance -

-

- - -

-

- -

-

Companies
f) FIIs -

-

- - -

-

- -

-

g) Foreign -

-

- - -

-

- -

-

Venture Capital
Funds
h) Foreign -

-

- - -

-

- -

-

Institutions
i) Others -

-

- - 2650000

0

2650000 2.21

2.21

(specify) / FDI
Sub-Total(B)(1): -

-

- - 2651000

0

2651000 2.21

2.21

(2)Non-
Institutions
a) Bodies
Corporate
i) Indian 29034990

2000

29036990 24.21 32767991

2000

32769991 27.32

3.11

ii) Overseas -

-

- - -

-

- -

-

b)Individuals
i) Individual Shareholders holding nominal share capital uptoRs.1 Lakh 4761612

351755

5113367 4.26 4592187

344755

4936942 4.11

(0.15)

ii) Individual Shareholders holding nominal share capital in excess of Rs.1 Lakh 9611838

-

9611838 8.01 2716283

-

2716283 2.26

(5.75)

c) Others (specify) -

-

- - -

-

- -

-

j) Clearing
Members / 83904 -

83904

0.07

774098

-

774098

0.65

0.58
Clearing House
ii) NRI / OCBs 29664 -

29664

0.02

27449

-

27449

0.02

-
iii) Trusts - -

-

-

-

-

-

-

-
Sub-Total(B)(2): 43522008 353755

43875763

36.57

40878008

346755

41224763

34.36

(2.21)
Total Public
Shareholding(B) = (B)(1)+(B)(2) 43522008 353755

43875763

36.57

43529008

346755

43875763

36.57

-
C. Shares held by
Custodian for
-

-

-

-

-

-

-

-
GDRs & ADRs
Grand Total(A+B+C) 119630725 353755

119984480

100.00

119630725

353755

119984480

100.00

-

II) Shareholding of Promoters (including Promoter Group)

SI. No. Shareholder's Name

Shareholding at the beginning of the year (as on 01.04.2019)

Shareholding at the end of the year (as on 31.03.2020)

% of change in the share- holding during the year
No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares
1 SUNITA BERIWALA JT PUNIT BERIWALA 2491000 2.08 - 2491000 2.08 - -
2 PUNIT BERIWALA 39542183 32.96 26.84 39542183 32.96 26.84 -
3 PUNIT BERIWALA (HUF) THRU MR PUNIT BERIWALA KARTA 5838000 4.87 - 5838000 4.87 - -
4 PUNIT BERIWALA JT VIPUL BERIWALA 3710000 3.09 - 3710000 3.09 - -
5 SHYAM SUNDER BERIWALA K/O SHYAM SUNDER 8827534 7.36 - 8827534 7.36 - -
6 PUNIT KUMAR (HUF) SUNITA BERIWALA JT PUNIT BERIWALA 13300000 11.08 10.42 13300000 11.08 10.42 -
7 PUNIT BERIWALA JT VIPUL BERIWALA 400000 0.33 - 400000 0.33 - -
8 PUNIT BERIWALA (HUF) THRU MR PUNIT BERIWALA KARTA 2000000 1.67 - 2000000 1.67 - -
Total 76108717 63.43 37.26 76108717 63.43 37.26 -

III) Change in Promoters (including Promoter Group) Shareholding

SI. No. Name of Share- holder

Shareholding at the beginning of the year (as on 01.04.2019)

Date (mm/ dd/yyyy)

Increase/De- crease in Share- holding

Cumulative share- holding during the year

Reason
No. of Shares % of total shares of the com- pany No. of Shares % of total shares of the com- pany No. of Shares % of total shares of the com- pany
1 - - - - - - - - -

IV) Shareholding Pattern of Top 10 Shareholders (Other than Directors. Promoters andHolders of GDRs and ADRs):

SI. Name of Shareholder No.

Shareholding at the beginning of the year (as on 01.04.2019)

Date (mm/ dd/yyyy)

Increase/Decrease in Shareholding

Cumulative share- holding during the year

Reason
No. of Shares % of Shares of the Com- pany No. of Shares % of Shares of the Com- pany No. of Shares % of Shares of the Com- pany
1. CEA CONSULTANTS PVT. LTD 1225000 1.021 - - - 1225000 1.021 -
At the end of the year 31.03.2020 - - 1225000 1.0211 -
2. HIGHRISE SECURITIES AND TRADING PVT LTD 1725000 1.438 - - - 1725000 1.438 -
At the end of the year 31.03.2020 - - 1725000 1.438 -
3. IVORY CONSULTANTS PVT LTD 1485369 1.238 - - - 1485369 1.238 -
26.04.2019 587103 0.489 2072472 1.727 Transfer
14.06.2019 -563585 -0.470 1508887 1.258 Transfer
21.06.2019 -1049415 -0.875 459472 0.383 Transfer
28.06.2019 -200000 -0.167 259472 0.216 Transfer
29.06.2019 -165000 -0.138 94472 0.079 Transfer
05.07.2019 -74472 -0.062 20000 0.017 Transfer
16.08.2019 20000 0.017
At the end of the year 31.03.2020 - - 20000 0.017 -
4. ESSJAY VINIYOG PVT LTD 1208000 1.007 - - - 1208000 1.007 -
At the end of the year 30.03.2020 - - 500000 0.4167 -
5. STERLING AGRO IN- DUSTRIES LTD 2987680 2.490 - - - 2987680 2.490 -
At the end of the year 31.03.2020 - - 2987680 2.490 -
6. KSJ CONSULTANT PVT LTD 1817992 1.515 - - - - - -
At the end of the year 31.03.2020 - - 1817992 1.515 -
7. ANAND RATHI GLOBAL 1318977 1.099 - - 1318977 1.099 -
FINANCE LIMITED 21.06.2019 80499 0.067 1399476 1.166 Transfer
09.08.2019 -746476 -0.622 653000 0.544 Transfer
23.08.2019 -553000 -0.461 100000 0.083 Transfer
06.09.2019 - 100000 0.083
At the end of the year 31.03.2020 - - 100000 0.083 -
8. EDELWEISS CUSTODIAL - - 27.09.2019 - - 3650000 3.042 -
SERVICES LIMITED 04.10.2019 100 0.000 3650100 3.042 Transfer
18.10.2019 2199900 1.833 5850000 4.876 Transfer
14.02.2020 1094134 0.912 6944134 5.788 Transfer
27.03.2020 -77947 -0.065 6866187 5.723 Transfer
At the end of the year 31.03.2020 6866187 5.723 -
9. SUNRAYS CERAMICS PVT 1840400 1.534 30.03.2019 - - 1840400 1.534 -
LTD
At the end of the year 31.03.2020 - - 1840400 1.534 -
10. SILVER STALLION LIMITED 550000 0.458 14.06.2019 - - 550000 0.458 -
21.06.2019 1100000 0.917 1650000 1.375 Transfer
28.06.2019 500000 0.417 2150000 1.792 Transfer
05.07.2019 500000 0.417 2650000 2.209 -
At the end of the year 31.03.2020 2650000 2.209 -
11. YADUKA FINANCIAL SER- - - -
VICES LIMITED 1350000 1.125 1350000 1.125
At the end of the year 31.03.2020 - - 1350000 1.125 -
12. AHISH BEGWANI 3735002 3.113 - - 3735002 3.113 -
12.04.2019 -1190048 -0.992 2544954 2.121 Transfer
19.04.2019 2544954 2.121 -
At the end of the year 31.03.2020 - - 2544954 2.121 -
13. SHIKHA SETIA 2500000 2.084 - - 2500000 2.084 -
28.06.2019 -100000 -0.083 2400000 2.000 Transfer
05.07.2019 -1000000 -0.833 1400000 1.167 Transfer
At the end of the year 31.03.2020 - - 1400000 1.1678 -
14 VIPUL LIMITED - UN- 2174548 1.812 - - - 2174548 1.812 -
CLAIMED SUSPENSE AC- 26.04.2019 -8000 -0.007 2166548 1.806 Transfer
COUNT
21.06.2019 -8000 -0.007 2158548 1.799 Transfer
04.10.2019 -2000 -0.002 2156548 1.797 Transfer
At the end of the year 31.03.2020 - - 2156548 1.797 -

V) Shareholding of Directors and Key Managerial Personnel:

SI. No. Name of the Shareholder

Shareholding at the beginning of the year (as on 01.04.2019)

Date

Increase/Decrease in Shareholding

Cumulative Shares during the year

No. of Shares % of total shares of the Company (mm/dd/ yyyy) Reason No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Mr. Punit Beri-wala 39542183 32.96 39542183 32.96
2. Mrs. Guninder Singh* 160000 0.13 - - - - 160000 0.13

5. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

_ Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the Financial Year
i) Principal Amount 530.98 93.20 - 624.18
ii) Interest due but not paid 2.31 - - 2.31
iii) Interest accrued but not due 11.61 - - 11.61
Total (i+ii+iii) 544.90 93.20 - 638.10
Change in Indebtedness during the Financial Year
Addition 75.67 1.80 - 77.47
Reduction 57.44 - - 57.44
Net Change 18.23 1.80 - 20.03
Indebtedness at the end of the Financial Year
i) Principal Amount 520.44 95.00 - 615.44
ii) Interest due but not paid 23.41 - - 23.41
iii) Interest accrued but not due 19.28 - - 19.28
Total (i+ii+iii) 563.13 95.00 - 658.13

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration to Managing Director Whole-time Directors and/or Manager:

SI. No. Particulars of Remuneration Mr. Punit Beriwala MD & CEO* Total Amount
1. Gross salary
a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 135.60 135.60
b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 - -
c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2. Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit
- Others specify...
5 Others please specify - -
Total (A) 135.60 135.60
Ceiling as per the Act(10% of Act 2013) profit calculated under Section 198 of the Companies Within the limit as per Schedule V of the Companies Act 2013

*re-designated w.e.f. May 13 2020

B. Remuneration to other Directors

I Independent Directors

Name of Directors

SI. No. Particulars of Remuneration Dr. Bidhu bhusan Samal* Mr. Rajesh Kumar Batra** Mr. Kapil Dutta Mr. Vikram Kochhar Ms. Ameeta Verma Duggal Total Amt
A Fees for attending Board/ 52500 - 105000 150000 90000 397500
Committee meetings
Commission - - - - - -
Others - - - - - -
Total (A) 52500 - 105000 150000 90000 397500
Ceiling as per the Act

Rupees One Lakh per meeting to a director for attending meeting of the Board or Com- mittee [Section 197(5) of the Companies Act 2013 read with Rule 4 of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014].

*ceased w.e.f. July 10 2020 **ceased w.e.f. June 11 2019

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING DIRECTOR /MANAGER/WHOLETIME DIRECTOR (Rs. In lakh/p.a.)

S. No. Particulars of Remuneration

Key Managerial Personnel

Mrs. Guninder Singh Chief Executive Officer* Mr. Anil Kumar Tibrewal Chief Financial Officer Mr. Sunil Kumar Company Secretary Total
1. Gross Salary
a)Salary as per provisions contained in section 17(1) of the Income -tax Act 1961 188.43 37.25 2.72 228.4
b)Value of perquisites u/s 17(2) of the Income Tax Act 1961 - - -
c)Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - - -
4. Commission - - - -
- as % of profit
- Others specify...
5 Others - - - -
Total 188.43 37.25 2.72 228.4

*ceased w.e.f. May 11 2020

7. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief De- scription Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any(give Details)
A. COMPANY
Penalty NIL
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
Punishment
Compounding

For & on behalf of the Board of Vipul Limited

sd/- sd/-
Punit Beriwala Vikram Kochhar
Managing Director & Director
Chief Executive Officer 03098195
00231682

Place: Gurugram Date: August 20 2020

.