To the Members
Your Directors have the pleasure in presenting the Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31 2022.
1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS
Rupees (In Lakhs)
|Particular || |
Standalone for year ended 31st March
Consolidated for year ended 31st March
| ||2022 ||2021 ||2022 ||2021 |
|Revenue from operations ||12230.69 ||3567.39 ||13824.48 ||3721.69 |
|Other Income ||927.36 ||1099.58 ||951.71 ||1117.56 |
|Total Income ||13158.05 ||4666.97 ||14776.19 ||4839.25 |
|Total Expenses ||16649.56 ||11356.52 ||19620.56 ||12263.40 |
|Profit /(Loss) before Tax ||(3491.51) ||(6689.54) ||(4844.37) ||(7424.16) |
|Add: share of profits from Associates ||- ||- ||(39.10) ||(30.40) |
|Less: Tax Expense: || || || || |
|(i) Current Year || |
|(0.20) ||(3.88) |
|(ii) Deferred tax ||(705.54) ||(1754.68) ||(705.53) ||(1754.65) |
|Profit / (Loss)of the year ||(2785.97) ||(4934.87) ||(4182.65) ||(5551.64) |
|Other Comprehensive Income || || || || |
|A. (i) Items that will not be reclassified to profit or loss ||66.36 ||49.63 ||66.36 ||53.11 |
|(ii) Income tax relating to items that will not be reclassified to profit or loss ||17.25 ||12.90 ||17.25 ||12.00 |
|B. (i) Items that will be reclassified to profit or loss ||- ||- ||- ||- |
|(ii) Income tax relating to items that will be reclassified to profit or loss ||- ||- ||- ||- |
|Total Comprehensive Income ||(2736.86) ||(4898.14) ||(4133.53) ||(5510.52) |
Material Events Occurring after Balance Sheet Date
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear to which the balance sheet relates and the date of this report.
Impact of Covid-19
The second wave of COVID-19 pandemic led to loss of human life andsuffering worldwide. It presented an unprecedented challenge to public health foodsystems and the economy as a whole. The economic and social disruption caused by thepandemic was devastating.
Due to the large number of infections in India several StateGovernments announced lockdowns in the first quarter of FY 2021-22 to prevent the spreadof COVID-19. This led to the curtailment of economic activity. Once lockdown restrictionswere eased the economy started witnessing a strong recovery.
The health and safety of its employees and stakeholders remained thetop priority for the Company with several initiatives to support employees and theirfamilies during the pandemic.
The Board of Directors has not recommended any dividend on the EquityShares in view of the financial position of the Company for the financial year ended March31 2022.
As per Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Dividend Distribution Policy is attached as AnnexureA which form part of this report and is also available on the website of the Company.
The Company has not transferred any amount to Reserve for the financialyear ended March 31 2022.
4. CASH FLOW STATEMENT
As required by Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Cash Flow Statement for thefinancial year ended March 31 2022 is enclosed with the Balance Sheet and Statement ofProfit and Loss of the Company.
Consolidated Cash Flow Statement of your Company and its Subsidiariesis enclosed with the Consolidated Audited Accounts/Financial Statements.
5. FINANCIAL OVERVIEW STANDALONE
The Company's main business is real estate. During the year underreview the profitability of Company has been increased.
The total revenue of the Company stood at Rs. 13158.05 Lakh ascompared to Rs. 4666.97 Lakh in the previous year. Loss after Tax (PAT) stood at Rs.2785.97 Lakh as compared to Loss of Rs. 4934.87 Lakh in the previous year (after takingthe impact of INDAS).
The earnings per share on an equity share having face value of Rs. 1/-stands at Rs. (2.32) per share as compared to Rs. (4.11) per share in the previous year.
The consolidated revenues stood at Rs. 14776.18 Lakh as against Rs.4839.24 Lakh in the previous year. Loss after Tax (PAT) stood at Rs. 4182.65 Lakh ascompared to Loss of Rs. 5551.64 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. (3.49) per share as compared to Rs. (4.63) per share in the 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 andExchange Board of India's Corporate Governance practices and have implemented all thestipulations prescribed. Secretarial compliances reporting intimations etc. under theCompanies Act 2013 listing agreement(s) and other applicable laws rules and regulationsare noted in the Board/ Committee Meetings from time to time. The Company has implementedseveral best corporate governance practices as prevalent globally. The CorporateGovernance Report as stipulated under Regulation 34(3) and other applicable Regulationsread with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Report.
The Company has laid down a Code of Conduct for the Directors as wellas for all Senior Management of the Company. As prescribed under Regulation 17(5) of thelisting regulation a declaration signed by the Managing Director and Chief ExecutiveOfficer affirming compliance with the Code of Conduct by the Director and SeniorManagement personnel of the Company for the Financial Year 2021-22 forms part of theCorporate Governance Report.
7. Business Responsibility Report
As per Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Business Responsibility Report describing theinitiatives taken by the Company from an environmental social and governance perspectiveis attached as part of the Annual Report.
8. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required underRegulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of this Report.
9. CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review there is no change in nature of thebusiness of the Company.
10. MATERIAL CHANGES AND COMMITMENTS IF ANY
During the year under review there have been no material changes andcommitments affecting the financial position of the Company.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
There are no significant material orders passed by theRegulators/Courts/Tribunals which would impact the going concern status of the Company andits operations in future.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has designed and implemented a process driven framework forInternal Financial Controls ("IFC") within the meaning of the explanation toSection 134(5)(e) of the Companies Act 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules 2014 the Board is of the opinion that the Company has sound InternalFinancial Control commensurate with the nature and size of its business operations andoperating effectively and no material weakness exists. The Company has a process in placeto continuously monitor the same and identify gaps if any and implement new and/orimproved controls wherever the effect of such gaps would have a material effect on theCompany's operations. The Company has appointed independent audit firm as InternalAuditors to observe the Internal Control system. The Board of Directors of the Companyhave adopted various policies like Related Party Transactions Policy Vigil MechanismPolicy Policy to determine Material Subsidiaries and such other procedures for ensuringthe orderly 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 theadequacy and effectiveness of the internal control system and suggests improvements tostrengthen the same. The Company has robust management information system which is anintegral part of the control mechanism.
13. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.
As on March 31 2022 the Company has 17 subsidiary companies and 05Associate companies. There has been no change in the nature of business of subsidiariesduring the year under review.
The Consolidated Financial Statement has been prepared in accordancewith the IND AS prescribed by the Companies Act 2013 in this regard and the provisions ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 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 consolidated Profit and LossStatement does not include the financial information of one of the subsidiary along withits four subsidiaries while the statement of consolidated Assets and Liabilities for theyear ended March 31 2022 includes the Consolidated Balance Sheet of the said subsidiaryfor the year ended March 31 2019.
The Auditors who had audited the Consolidated Financial Statement ofthe aforesaid subsidiaries had expressed a modified opinion on the Consolidated FinancialStatement for the Year Ended March 31 2022 in the absence of Audited Financial Statementfor the Year ended March 31 2020 March 31 2021 and March 31 2022 the Board is unableto comment on whether the circumstances which resulted in the modified opinion stillexist.
In terms of Section 134 of the Act and Rule 8(1) of the Companies(Accounts) Rules 2014 the financial position and performance of the subsidiaries aregiven at an Annexure to the Consolidated Financial Statements.
In accordance with third proviso of the Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on Company's website atwww.vipulgroup.in . Further as per fourth proviso of the said section audited annualaccounts of each of the subsidiary companies have also been placed on Company's website atwww. vipulgroup.in. Web link is:-http://www.vipulgroup.in/investors-relations#balance-sheets-of-subsidiary- companies.
Members interested in obtaining a copy of the audited annual accountsof the subsidiary companies may write to the Company at the Company's registeredoffice/corporate office.
Further pursuant to the provisions of Section 129(3) of the CompaniesAct 2013 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/investors-relations#balance-sheets-of-subsidiary-companies and hence not repeated here forthe sake of brevity.
The Company has framed and updated the policy for determining theMaterial Subsidiaries. The Company does not have any material subsidiary as on March 312022. The Policy for determining material subsidiaries of the Company is available on theCompany's website at www.vipulgroup.in. Web-link is: - http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-policy-of-material-subsidiary62a9b3cd2c77c.pdf.
During the financial year 2021-22 your Company has not invited oraccepted any deposits from the public and as such no amount on account of principal orinterest on public deposits was outstanding as on the date of the Balance Sheet.
15. A. SHARE CAPITAL
During the financial year 2021-22 there was no change in the sharecapital of the Company.
The paid up Equity Share Capital as on March 31 2022 was Rs. 11.99Crores (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 byemployees or by trustees for the benefit of employees: Nil
B. TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND
In compliance with Section 124 of the Companies Act 2013 thedividends pertaining to financial year 2013-14 which was lying unclaimed with the Companywas transferred to the Investor Education and Protection Fund during the financial year2021-22. The details of unclaimed dividend transferred to the Investor Education andProtection Fund are detailed in the Corporate Governance Report forming part of thisAnnual Report.
C. INVESTOR RELATIONS
Investor Relations have been cordial during the year. As per theCircular No. CIR/OIAE/2/2011 dated June 03 2011 issued by the Securities and ExchangeBoard of India Company is timely redressing the Investor Complaints through the SEBIcomplaints Redress System (SCORES). As a part of compliance the Company has an InvestorGrievance Committee to redress the issues relating to investors. The details of thisCommittee are provided in the Corporate Governance Report forming part of the AnnualReport.
The equity shares of your Company continues to be listed on BSE Limitedand National Stock Exchange of India Limited.
17. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI
The Board confirms that during the period under review the Companyhas complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) as amended from time to time.
18. ANNUAL RETURN
In terms of the Section 92 (3) of Companies Act 2013 as amended theAnnual Return of the Company is placed on the website of the Company www.vipulgroup.in.Web link is: - http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-annual-return-fv-2021-2262baa54b35c0c.pdf.
19. AUDITORS AND AUDITORS REPORT
19.1 Statutory Auditors
M/s. JSUS & Associates (JSUS) Chartered Accountants (ICAI Firm No.329784E) were appointed as the Statutory Auditors of the Company for a tenure of 5 (five)years to hold office from the conclusion of the 26th AGM held on September 22 2017 untilthe conclusion of the ensuing AGM.
The Company has received confirmation from the Statutory Auditors tothe effect that their appointment if made will be in accordance with the limitsspecified under the Act and the firm satisfies the criteria specified in Section 141 ofthe Act read with Rule 4 of the Companies (Audit and Auditors) Rules 2014.
The Board of Directors of the Company on the recommendation of theAudit Committee has reappointed JSUS as the Statutory Auditors of the Company pursuant toSection 139 of the Act for a second term of 5 (five) years to hold office from theconclusion of the ensuing AGM till the conclusion of 36th AGM of the Company to be held inthe year 2027 subject to approval by the Members at the ensuing AGM.
The Board recommends to seek consent of its Members at the ensuing AGMon re-appointment of JSUS as Statutory Auditors for tenure of 5 (five) years to examineand audit the accounts of the Company during the said period.
The Statutory Auditor's report contains qualifications reservationsadverse remarks or disclaimers which would be required to be dealt with in the Boards'Report have been dealt accordingly.
Independent Auditor's Repot
There are no adverse remarks reservations and/or qualification made byStatutory Auditor in their Report on the Standalone Financial Statements of the Companyexcept one qualified opinion mentioned below. The notes to the financial statement as onMarch312022 referred to in Auditor's Report are self-explanatory and therefore do notcall for any further comments.
During the year under review the Auditors had not reported any matterunder Section 143(12) of the Companies Act 2013; therefore no detail is required to bediscussed under Section 134(3)(ca) of the Companies Act 2013.
Qualified opinion: Cash and cash equivalents include cheques inhand aggregating to Rs.598.41 lakhs collected from customers towards advances/bookingamount. As stated by the management these are yet to be presented for encashment at therequest of customers. We are therefore unable to comment on the effect of suchadvances/booking amount on the revenue recognition under the percentage completion method.
Management's Reply: As stated by the management these are yet tobe presented for encashment at the request of customers.
However in Consolidated Financial Statements of the Company for thefinancial year ended March31 2022 the auditors have made qualified opinion in respect ofthe Financial Statements of Vipul SEZ Developers Pvt. Ltd subsidiary company of VipulLimited. Further the Consolidated Audited Financial Results for the financial year endedMarch 31 2022 inter-alia comprises of financial data as of March 31 2019 of Vipul SEZDevelopers Private Limited & its subsidiaries. The qualified opinion alongwith theboard's explanations thereon are as follows:
Qualified opinion: The Consolidated Statement of Profit and Lossdoes not include the financial statements of one subsidiary along with its foursubsidiaries while the Consolidated Balance Sheet and Consolidated Statement of Cash Flowfor the year ended 31st March 2022 and 31st March 2021 includes the consolidated BalanceSheet of the said subsidiary for the year ended 31st March 2019. The consolidatedfinancial statements for the year ended 31st March 2022 31st March 2021 and 31st March2020 of the said subsidiary is not available with the Parent's Management. The auditor whohad audited the consolidated financial statements of the said subsidiary had expressed amodified opinion on the consolidated financial statements for the year ended March 312019. In the absence of audited consolidated financial statements for the year ended March31 2020 March 31 2021 and March 31 2022 we are unable to comment on whether thecircumstances which resulted in the modified opinion still exist.
Management's Reply: Pending audit the consolidated financialstatement (including its four subsidiaries) of the said company the Company has used lastaudited consolidated assets and liability of the said company i.e. of 31.03.2019 for thepurpose of consolidation.
Qualified opinion: In an associate not audited by us and whoseaudit report for the financial year ended 31st March 2022 has been provided to us theconcerned auditor who has audited the associate has reported that Capital Work-in-progressincludes a leasehold property. As a result of disruptions and adverse market conditionsthere has been no development activity on the leasehold land and consequently the Companyhas not recognized Right-of-use assets and Lease Obligations in accordance with theprovisions of Ind AS-116 "Leases". The impact of such deviation on the profitsfor the year and the year-end shareholders fund is currently not ascertainable.
Management's Reply: As a result of disruptions and adverse marketconditions there has been no development activity on the leasehold land and the projectwas kept on hold since long and consequently the Company has not recognized Right-of-useassets and Lease Obligations in accordance with the provisions of Ind AS-116"Leases".
19.2 Cost Auditors
As per Section 148 of the Act the Company is required to have theaudit of its cost records conducted by a Cost Accountant. The Board of Directors on therecommendation of the Audit Committee appointed M/s. Vijender Sharma & Co. CostAccountants as Cost Auditors of the Company for the financial year 2022-23 at aremuneration of Rs. 80000/- (Rupees Eighty Thousand Only) p.a. (exclusive of out ofpocket expenses and applicable taxes). The Audit Committee has also received a Certificatefrom the Cost Auditors certifying their independence and arm's length relationship withthe Company.
The Cost Audit Report was received by the Board of Directors on August09 2021 for the Financial Year 2020-21. The Cost Audit Report was filed in XBRL mode onMarch 22 2022. There are no qualifications or adverse remarks in the Cost Audit Reportwhich require any explanation from the Board of Directors.
In terms of Rule 14 of the Companies (Audit and Auditors) Rules 2014the remuneration of cost auditors for financial year 2022-23 is placed for ratification bythe Members in the ensuing Annual General Meeting.
The Company has maintained Cost Records in accordance with Section148(1) of the Companies Act 2013.
19.3 Secretarial Auditors
The Secretarial Audit was carried out by M/s. AVA Associates throughits Partner Mr. Amitabh Practicing Company Secretary (Membership No. 14190 COP No.5500)for the financial year 2021-22. The Report given by the Secretarial Auditors is annexed as"Annexure B" and forms an integral part of this Report. There has been somequalification reservation or adverse remark or disclaimer in their Report. During theyear under review the Secretarial Auditors had not reported any matter under Section143(12) of the Companies Act 2013; therefore no detail is required to be disclosed underSection 134(3) (ca) of the Companies Act 2013.
In terms of Section 204 of the Companies Act 2013 on therecommendation of the Audit Committee the Board of Directors has appointed M/s. AVAAssociates through its Partner Mr. Amitabh practicing Company secretary (Membership No.14190 COP No. 5500) as the Secretarial Auditors of the Company in relation to thefinancial year 2022-23. The Company has received their consent for appointment.
20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
The information relating to Conservation of Energy and TechnologyAbsorption as required to be disclosed under Section 134(3) (m) read with Rule 8 of theCompanies (Accounts Rules) 2014 is not applicable to the Company.
21. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars regarding foreign exchange earnings and outgo are asunder:
|S . No. Expenditure/Earning in Foreign Currency || ||(Rs. In Lakhs) |
| ||Year ended 31.03.2022 ||Year ended 31.03.2021 |
|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 of new export market for product & services and export plans are notapplicable to the Company.
22. Significant and Material Orders Passed by The Regulators or Courtsor Tribunals
There were no significant material orders passed by theRegulators/Courts/ Tribunals during the financial year 2021-22 which would impact thegoing concern status of the Company and its future operations except those detailed inSecretarial Audit Report out Point No. 5 annexed hereto.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Vipul Limited continues to be a socially conscious business enterprise.It is the philosophy of the Company that the benefits of growth and prosperity should 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 two Independent Directors namely Mr.Vikram Kochhar and Mrs. Ameeta Verma Duggal and Ms. Vishaka Beriwala who isNon-Independent Non-Executive Director. The CSR Committee is responsible for formulatingand monitoring the CSR policy of the Company from time to time.
The CSR policy may be accessed 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-vipul-csr-policy61136de93372d.pdf. The annual report onCorporate Social Responsibility Activities is annexed herewith marked as "AnnexureC" to this report.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act 2013 Ms. Vishaka Beriwalaretires by rotation at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. Her profile is provided in the Notice of Annual GeneralMeeting. The board recommended her reappointment.
The Notice convening the Annual General Meeting includes the proposalfor re-appointment of Ms. Vishaka Beriwala as a Director. Specific information about thenature of her expertise in specific functional areas and the names of the companies inwhich she holds directorship and membership / chairmanship of the Board committees havealso been provided in the Notice convening the Annual General Meeting.
Further the Notice convening the Annual General Meeting includes theproposal for re-appointment of Mr. Punit Beriwala as a Managing Director & ChiefExecutive Officer of the Company for a period of three years with effect from April 12023 up to March 31 2026 on the terms and conditions including remuneration asrecommended by Nomination and Remuneration Committee of the Company pursuant to theprovisions of Sections 196 197 203 and Schedule V to the Companies Act 2013 read withCompanies (Appointment
and Remuneration to Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) 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.
In terms of Section 149 of the Act and SEBI Listing Regulations Mr.Vikram Kochhar Mrs. Ameeta Verma Duggal Mr. Kapil Dutta and Mr. Ajay Arjit Singh are theIndependent Directors of the Company as on date of this report.
All Independent Directors of the Company have given requisitedeclarations under Section 149(7) of the Act that they meet the criteria of independenceas laid down under Section 149(6) of the Act alongwith Rules framed thereunder Regulation16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of theCompany as applicable to the Board of directors and Senior Managers. In terms ofRegulation 25(8) of the SEBI Listing Regulations the Independent Directors have confirmedthat they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence.
The Company has received confirmation from all the IndependentDirectors of their registration on the Independent Directors Database maintained by theIndian Institute of Corporate Affairs in terms of Section 150 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014.
In the opinion of the Board the Independent Directors possess therequisite expertise and experience and are persons of high integrity and repute. Theyfulfill the conditions specified in the Act as well as the Rules made thereunder and areindependent of the management.
The disclosures required pursuant to Regulation 36 of the SEBI ListingRegulations and the Secretarial Standards on General Meeting ('SS-2') are given in theNotice of this AGM forming part of the Annual Report.
Brief resumes of Ms. Vishaka Beriwala and Mr. Punit Beriwala have beenprovided in item no. 2 and 5 of the Notice convening the Annual General Meeting.
25. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has undertaken an evaluation ofits own performance the performance of its Committees and of all the individual Directorsbased on various parameters relating to roles responsibilities and obligations of theBoard effectiveness of its functioning contribution of Directors at meetings and thefunctioning of its Committees. The directors express their satisfaction with theevaluation process.
The performance of the Board was evaluated by the entire Board afterseeking inputs from all the Directors on the basis of criteria such as the Boardcomposition and structure effectiveness of Board processes information and functioningetc. The performance of the Committees was evaluated after seeking inputs from theCommittee members on the basis of criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The above criteria are based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of Independent Directors performance ofNon-Independent Directors the Board as a whole and the Chairman of the Board after takinginto account the views of Executive Directors and Non-Executive Directors was evaluated.The Board and the Nomination and Remuneration reviewed the performance of individualdirectors on the basis of criteria such as the contribution of the individual director tothe Board and Committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In the Board meetingthat followed the meeting of the Independent Directors and meeting of the NRC theperformance of the Board its Committees and individual Directors was also discussed.Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.
Based on inputs received from the members it emerged that the Boardhas a good mix of competency experience qualifications and diversity. Each Board membercontributed in his/her own manner to the collective wisdom of the Board keeping in mindhis/her own background and experience. There was active participation and adequate timewas given for discussing strategy. Overall the Board was functioning very well in acohesive and interactive manner.
26. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Company has adopted the Insider Trading Policy of the Company inaccordance with the requirements of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. The Insider Trading Policy of theCompany lays down guidelines and procedure to be followed and disclosure to be made whiledealing with shares of the Company as well as the consequences of violation. The policyhas been formulated to regulate monitor and ensure reporting of deals of employees andmaintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for the prevention of insider trading is available on the Company's website atwww.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.
In compliance with the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 (Regulations) your Company has adoptedthe following-
i) Code of Conduct for Regulating Monitoring and Reporting of Tradingby Insiders- The Said Code lays down guidelines which advise Insiders on the proceduresto be followed and disclosures to be made in dealing with the shares of the Company andcautions them on consequences of non-compliances.
ii) Code of Practices and Procedures of Fair Disclosures of UnpublishedPrice Sensitive Information- The Code ensures fair disclosure of events and occurrencesthat could impact price discovery in the market.
iii) Policy for dealing with Unpublished Price Sensitive Information(UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak ofUPSI- The policy aims to enable the employees of the Company to report any leak orsuspected leak of UPSI procedures for inquiry in case of leak of UPSI or suspected leakof UPSI and initiate appropriate action and informing the SEBI promptly of such leaksinquiries and results of such inquiries.
iv) Internal Control Mechanism to prevent Insider Trading- The InternalControl Mechanism is adopted to ensure compliances with the requirements given in theregulations and to prevent Insider Trading. The Audit Committee reviewed and found thesame in order.
27. FAMILIARIZATION POLICY
The Independent Directors are eminent personalities having wideexperience in the field of business finance legal industry commerce andadministration. Their presence on the Board has been advantageous and fruitful in takingbusiness decisions.
The Directors appointed by the Board are given induction andorientation with respect to the Company's vision strategic direction core valuesincluding ethics corporate governance practices financial matters and businessoperations. They are also provided with necessary documents reports internal policiesand site visits to enable them to familiarize with the Company's operations itsprocedures and practices.
To familiarize the new inductees with the strategy operations andfunctions of our Company the Managing Director/Senior Managerial Personnel makepresentations to the inductees about the Company's strategy operations organizationstructure facilities and risk management. Details of the familiarization program/ policyof the independent directors are available on Company's website at www.vipulgroup.in. Weblink is: -http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul-Directors%20Familarization%20Policy.pdf.
28. BOARD MEETING
Four meetings of Board of Directors were held during the financial year2021-22 i.e. on August 09 2021 August 14 2021 November 12 2021 and February 14 2022and the gap between two consecutive meetings did not exceeded one hundred and twenty days.In accordance with the provisions of Companies Act 2013 a separate meeting ofIndependent Directors was held on February 14 2022.
Due to the exceptional circumstances caused by the COVID-19 pandemicand consequent relaxations granted by MCA and SEBI all Board Meetings / CommitteeMeetings in financial year 2021-22 were held through Video Conferencing and information asmentioned in Schedule II Part A of the SEBI Listing Regulations have been placed beforethe Board for its consideration.
The necessary quorum was present throughout for all meetings. Thedetails of the Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report.
29. AUDIT COMMITTEE
The Audit Committee has been constituted in accordance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation2015.
The Audit Committee comprises of Independent Non-Executive Directorsnamely Mr. Vikram Kochhar as Chairman Mr. Kapil Dutta Ms. Ameeta Verma Duggal and Mr.Punit Beriwala Executive Director as its members.
All the recommendations made by the Audit Committee were accepted bythe Board of Directors.
30. COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority. The following Committeesconstituted by the Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders' Relationship and Share Transfer Committee
Risk Management Committee
Sexual Harassment Committee
Details of composition terms of reference and number of meetings heldfor respective committees are given in the Report on Corporate Governance which forms apart of this Annual Report. Further during the year under review all recommendationsmade by the various committees have been accepted by the Board.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting the highest standards of professionalismhonesty integrity and ethical behavior. 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/notice-for-shareholdersstock-exchange-vigilmechanism-vipul-group-2021-22-financial-year612627384afa0.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.
Safety is a core value for the Company and is given topmost priority.The Company has developed and implemented standards and procedures in order to achieveworld class safety practices. This has helped in establishing a safety culture andinculcating safe behaviour among the employees and business associates. This ensures zeroharm to everyone associated with the Company's operations directly or indirectly.
The Company is committed to provide a safe and healthy workingenvironment for its employees and associates. A Company-level occupational health andsafety policy exists in line with Vipul group's occupational health and safety policy.This ensures increased vigilance and awareness on health and safety.
33. NOMINATION REMUNERATION AND PERFORMANCE EVALUATION POLICY
The Company has adopted the Company's policy on Directors' appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under subsection (3) of Section 178of the Companies Act 2013 is appended as Annexure "D" to this Report.
Neither the Managing Director nor any other Director receives anyremuneration (except sitting fees) or commission from any of its subsidiaries except Ms.Vishaka Beriwala as she receives salary being Whole Time Director in the of Wholly OwnedSubsidiary of the Company.
Selection and procedure for nomination and appointment of Directors
The NRC is responsible for developing competency requirements for theBoard based on the industry and strategy of the Company. The Board composition analysisreflects in-depth understanding of the Company including its strategies environmentoperations financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodicbasis including each time a director's appointment or re- appointment is required. TheNRC reviews and vets the profiles of potential candidates vis-a-vis the requiredcompetencies undertakes due diligence and meeting potential candidates prior to makingrecommendations of their nomination to the Board.
Criteria for determining qualifications positive attributes andindependence of a Director
In terms of the provisions of Section 178(3) of the Act and Regulation19 of the SEBI Listing Regulations the NRC has formulated the criteria for determiningqualifications positive attributes and independence of Directors the key features ofwhich are as follows:
Qualifications - The Board nomination process encouragesdiversity of thought experience knowledge age and gender. It also ensures that theBoard has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors asprescribed in the Act the Directors are expected to demonstrate high standards of ethicalbehavior communication skills and independent
judgment. The Directors are also expected to abide by the respectiveCode of Conduct as applicable to them.
Independence - A Director will be considered independent if he /she meets the criteria laid down in Section 149(6) of the Act the Rules framed thereunderand Regulation 16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors KeyManagerial Personnel and employees is as per the Remuneration Policy of the Company.
The said policy is also available on the Company's website URL:http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-vipul-remuneration-policy61232cec05f15.pdf
34. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In terms of Section 134 of the Companies Act 2013 the particulars ofloans guarantees and investments made by the Company under Section 186 of the CompaniesAct 2013 is detailed in Notes to Accounts of the Financial Statements
The Company has not granted any loan and advances in the nature ofloans to any of its subsidiaries/ associates except those which are permitted/exemptedunder the provisions of the companies Act 2013.
35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Particulars of Related Party Transactions entered into by theCompany during the year pursuant to Section 188 of the Companies Act 2013 are given inAnnexure "E" to this Report.
In line with the requirements of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015 the Company has adopted policy on Materiality of and dealing withrelated party transactions. The amended Policy can be accessed on the Company's websitewww.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-transactions62a9b3bd8613e.pdf.
All Related Party Transactions are placed before the Audit Committee ofthe Company for approval. Prior omnibus approval of the Audit Committee was obtained forthe transactions which are of a foreseen and repetitive nature. The statement oftransactions entered into pursuant to the omnibus approval so granted is placed before theAudit Committee for approval on a quarterly basis.
All related party contracts/arrangements/transactions that were enteredinto during the financial year were on an arm's length basis and were in the ordinarycourse of business.
There are no pecuniary relationships or transactions of Non-ExecutiveDirectors vis-a-vis the Company that have a potential conflict with the interests of theCompany.
In terms of Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements Regulations) 2015 the Company has submitted the half yearly disclosure ofrelated party transactions to the BSE Ltd and National Stock Exchange of India Ltd.
There was no material contracts or arrangements entered into by theCompany with any of the related party which requires Shareholders/Members approval.
No material Related Party Transactions i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementswere entered during the financial year of the Company. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC-2 is not applicable.
During FY 2021-22 the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses as applicable.
36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to Remuneration and other details as requiredunder Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended herewithas "Annexure F(I)" to this Report.
In terms of the Provisions of Sections 197 (12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and the other particularsof the employees drawing remuneration in excess of the limits set out in the said Rules isappended herewith as "Annexure F(II)" to this Report. In terms of provisoto Section 136(1) of the Act the Report and Accounts are being sent to the Membersexcluding the aforesaid Annexure. The said Statement is also open for inspection by theMembers through electronic mode. Any member interested in obtaining a copy of the same maywrite to the Company Secretary. None of the employees listed in the said Annexure arerelated to any Director of the Company.
37. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. An InternalComplaints Committee has been set up to redress complaints regarding sexual harassment.
All employees (permanent contractual temporary trainees) are coveredunder this policy.
During the year under review no complaints were received by internalcommittee pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013.
A report under Section 21 of The Sexual Harassment of Women atWorkplace (Prevention Prohibition And Redressal) Act 2013 read with Rule 14 of SexualHarassment of Women at Workplace (Prevention Prohibition And Redressal) Rules 2013 oncomplaints 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 |
38. DIVERSITY AND INCLUSION
Diversity and Inclusion at workplace helps nurture innovation byleveraging the variety of opinions and perspectives coming from employees with diverseage gender and ethnicity. The Company has organized a series of sensitisation andawareness campaigns to help create an open mind and culture to leverage on thedifferences. The network of Women Work and the Diversity Council has widened to locationcouncils as we move along the journey. Women development and mentoring programme haveincreased with clear focus on nurturing their career journeys to help the Company builda pipeline of women leaders in near future.
39. RISK MANAGEMENT POLICY
The Company has a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The Audit Committee hasadditional oversight in the area of financial risks and controls. The development andimplementation of risk management policy has been covered in the Report on CorporateGovernance and Management Discussion and Analysis Report which forms part of this AnnualReport. There is no major risk which may threaten the existence of the Company.
The objective of risk management at the Company is to protectshareholders value by minimizing threats or losses and identifying and maximisingopportunities. An enterprise-wide risk management framework is applied so that effectivemanagement of risk is an integral part of every employee's job.
The Risk Management Policy of the Company is in place. The Company'srisk management strategy is integrated with the overall business strategies of theorganization and is communicated throughout the organisation. Risk management capabilitiesaidein establishing competitive advantage and allow management to develop reasonableassurance regarding the achievement of the Company's objectives.
The annual strategic planning process provides the platform foridentification analysis treatment and documentation of key risks. It is through thisannual planning process that key risks and risk management strategies are communicated tothe Board. The effectiveness of risk management strategies is monitored both formally andinformally by management and process owners. There is no major risk which may threaten theexistence of the Company.
40. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory cost secretarial auditors and external agencies including audit of internalcontrols over financial reporting by the Statutory Auditors and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 202122.
Accordingly pursuant to Section 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:
a. in the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards had been followed code along with properexplanation relating to material departures;
b. the directors had selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear March 31 2022 and of the Loss of the Company for the year ended on that date;
c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concernbasis; and
e. proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and
f. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
41. Electronic Communication
As a responsible corporate citizen the Company supports the 'GreenInitiative' undertaken by the Ministry of Corporate Affairs Government of India enablingelectronic delivery of documents including the Annual Report etc. to shareholders at theire-mail address registered with the Depository Participants and Registrar & TransferAgent.
To support the 'Green Initiative' and in compliance of Rule 18 of theCompanies (Management and Administration) Rules 2014 as amended from time to timeMembers who have not yet registered their email addresses or want to update a fresh emailid are requested to register the same with their Depository Participant in case the sharesare held by them in electronic form and with Company's RTA in case the shares are held bythem in physical form for receiving all communications including Annual Report NoticesCirculars etc. from the Company electronically.
Further as permitted by MCA Circulars and SEBI Circulars issued fromtime to time in view of the prevailing Covid-19 Pandemic owing to the difficultiesinvolved in dispatching of the physical copies of the Notice of the 31ST AGM and theAnnual Report of the Company for the financial year ended March 31 2022 including thereinthe Audited Financial Statements for the year 2021-22 the above documents are being sentonly by email to the Members.
The Board acknowledge with gratitude the co-operation and assistanceprovided to your Company by its bankers financial institutions government as well asnon-government agencies. The Board wishes to place on record its appreciation to thecontribution made by employees of the Company and its subsidiaries during the year underreview. Your Directors thank the customers clients vendors and other business associatesfor their continued support. Your Directors are thankful to members for their continuedpatronage.
The Directors are thankful to the Government of India the variousministries of the State Governments Haryana Real Estate Regularity Authority communitiesin the neighbourhood of our operations municipal authorities of Gurugram and localauthorities in areas where we are operational in India; as also partners governments andstakeholders in international geographies where the Company operates for all the supportrendered during the year under review.
The beginning of previous year was marked by entry of Delta variant ofCovid-19. With increased criticality of virus during second wave our initiatives frombeginning of pandemic were updated and strengthened. Initiatives were targeted not only atour employees and dependents but also for society. The Directors regret the loss of lifedue to COVID-19 pandemic and are deeply grateful and have immense respect for every personwho risked their life and safety to fight this pandemic.
Finally we appreciate and value the contributions made by all ouremployees and their families for making the Company what it is.
| ||For & on behalf of the Board of Vipul Limited || |
| ||sd/- ||sd/- |
| ||Punit Beriwala ||Vikram Kochhar |
| ||Managing Director & ||Director |
|Place: Gurugram ||Chief Executive Officer ||DIN : 03098195 |
|Date: August 11 2022 ||DIN : 00231682 || |