Vipul Ltd Directors Report.

To the Members,

Your directors have pleasure in presenting the Twenty Eight Annual Report on the business and operations of the company together with the audited results for the financial year ended March 31, 2019.

1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

(Rs. in Lakhs)

Standalone for year ended Consolidated for year ended
Particular 31st 2019 March 2018 31st 2019 March 2018
Revenue from operations 21,566.97 26,916.34 22,588.56 28,392.41
Other Income 489.54 723.40 713.19 750.68
Total Income 22,056.51 27,639.74 23,301.75 29,143.09
Total Expenses 21,904.26 27,075.42 23,477.52 29,477.87
152.25 564.32 (175.77) (334.78)
Add: share of profits from Associates - - 4.58 4.98
Less: Tax Expense:
(i) Current Year 141.86 682.67 175.57 697.93
(ii) Deferred tax (132.65) (368.55) (468.24) (549.14)
Profit / (Loss) of the year 143.04 250.20 121.48 (478.59)
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss (41.75) 15.87 (41.43) 15.87
(ii) Income tax relating to items that will not be reclassified to profit or loss (14.59) (5.49) (14.51) (5.49)
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 115.88 271.56 94.56 414.43

Material Events Occurring after Balance Sheet Date

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

2. DIVIDEND

The Board of Directors, subject to the approval of the shareholders at the ensuing Annual General Meeting are pleased to recommend a dividend of Rs. 0.05 per equity share of Rs. 1/- each.

The Board has recommended a Dividend of Rs. 0.05 per equity share of Rs. 1/- each for Financial Year 2018-19. The Dividend, if approved by the shareholders at the ensuing Annual General Meeting shall be paid to those shareholders whose name appeared on the Register of Members as on Saturday, September 21, 2019 (if the shares held in physical form). In respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares as on the closing hours of business on Saturday, September 14, 2019 as per details furnished by the Depositories for this purpose.

DIVIDEND HISTORY

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

Financial Year Rate of Dividend (%) Dividend per share (in Rs.)
2013-14 5.00 0.05 per equity share of Rs. 1 each
2014-15 NIL NIL
2015-16 NIL NIL
2016-17 5.00 0.05 per equity share of Rs. 1 each (0.01 per equity share of Rs. 1 each as Interim Dividend & 0.04 per equity share of Rs. 1 each as final dividend)
2017-18 5.00 0.05 per equity share of Rs. 1 each

3. RESERVES

The Company has not transferred any amount to Reserve for the financial year ended March 31, 2019.

4. CASH FLOW STATEMENT

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, Cash Flow Statement for the financial year ended March 31, 2019 is enclosed with the Balance Sheet and Statement of Profit and Loss of the Company Consolidated Cash Flow Statement of your Company and its Subsidiaries is enclosed with the Consolidated Audited Accounts/Financial Statements.

5. FINANCIAL OVERVIEW STANDALONE :

The Companys main business is real estate. During the year under review, the been impacted due to sluggish market demand, higher input, interest costs etc.

The total revenue of the Company stood at Rs. 22,056.51 Lakh as compared to Rs. 27,639.74 Lakh in the previous year. Profit after Tax (PAT) stood at Rs. 143.04 Lakh as compared to Profit of Rs. 250.20 Lakh in the previous year, (after taking the impact of INDAS). The earnings per share on an equity share having face value of Rs. 1/- stands at Rs. 0.12 per share as compared to Rs. 0.21 per share in the previous year.

CONSOLIDATED :

The consolidated revenues stood at Rs. 23,301.75 Lakh as against Rs. 29,143.09 Lakh in the previous year. The Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign etc.

6. CORPORATE GOVERNANCE REPORT

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

The Company has laid down a Code of Conduct for the Directors as 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 and Chief Executive Officer affirming compliance with theCode of Conduct by the Director and Senior Management Personnel of the Company for the Financial Year 2018-19 forms part of the Corporate Governance Report.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

8. CHANGE IN NATURE OF BUSINESS, IF ANY

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

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY

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

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS. material orders passed by the Regulators/Courts/Tribunals which would impact the There are no significant going concern status of the Company and its operations in future.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

As on March 31, 2019, the Company has 19 subsidiary companies and 05 Associate companies. During the year, the Company has made investment in M/s Vipul Vocational Institutes Private Limited for acquisition of 9000 equity shares of Rs. 10/- on January 25, 2019. Consequently, M/s Aahmne Hospitality Private Limited (Formerly known as Vipul Vocational Institutes Private Limited) has become the subsidiary company of Vipul Limited. There has been no change in the nature of business of subsidiaries, during the year under review.

The Consolidated Financial Statement has been prepared in accordance with the IND AS prescribed by the Companies Act, 2013 in this regard and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchange(s). The Audited Consolidated Financial Statement and Cash Flow Statement, comprising of the Company & its subsidiaries forms part Profitand Loss Statement dose not include the financial this Annual Report. The consolidated information of one of the subsidiary alongwith its four subsidiaries while the statement of consolidated Assests and Liabilities for the year ended March 31, 2019 includes the Consolidated Balance Sheet of the said subsidiary for the year ended March 31, 2018.

The Auditors who had audited the Consolidated Financial Statement of the said subsidiaries had expressed a modified opinion on the Consolidated Financial Statement for the Year Ended March 31, 2018, in the absence of Audited Financial Statement for the Year ended March 31, 2019, the Board is unable to comment on whether the circumstances which resulted in the modified opinion still exist.

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 are given at an Annexure to the Consolidated Financial Statements. In accordance with third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on Companys website at www.vipulgroup.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on Companys website at www.vipulgroup. in. Web link is:-http://www.vipulgroup.in/investors-relations#balance-sheets-of-subsidiary-companies . Members interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company at the Companys registered office/corporate office.

Further, a statement containing the salient features on the performance and financial position of each of the subsidiary companies included in the consolidated financial statement is provided in Form AOC-1 and forms part of this Annual Report and also placed on the Companys 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.pdf In order to comply the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, (Amendment) Regulations, 2018, which shall come into force on the date of April 01, 2019, the Company has framed the amended policy for determining the Material Subsidiaries. The Company does not have any material subsidiary as on March 31, 2019. The amended Policy for determining material subsidiaries of the Company is available on the Companys website at www.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.

13. DEPOSITS

During the financial year 2018-19, your Company has not invited or accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

14 A. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019, was Rs. 11.99 Crores (i.e. 119,984,480 Equity Shares of Rs. 1 each).

During the year under review:

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

(b) Issue of sweat equity shares: Nil

(c) Issue of employee stock options: Nil

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

14 B. TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Companies Act, 2013, the dividends pertaining to financial year 2010-11 which was lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2018-19. The details of unclaimed dividend transferred to the Investor Education and Protection Fund are detailed in the Corporate Governance Report forming part of the Annual Report.

14 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 India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

15. LISTING

The equity shares of your Company continues to be listed on BSE Limited and National Stock Exchange of India Limited and listing fees has been duly paid.

16. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI

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

17. EXTRACT OF THE ANNUAL RETURN

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 the financial year ended March 31, 2019 in MGT 9 is attached as "Annexure A" to this report. The same is available on the website of the Company at www. vipulgroup.in.weblink is:- http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/ notice-for-shareholdersstock-exchange-extract-of-annual-return-march-31-20195d5f93b897feb.pdf

18. AUDITORS AND AUDITORS REPORT 18.1 Statutory Auditors

M/s. JSUS & Associates, Chartered Accountants (Firm Registration No. 329784E), Statutory Auditors of the Company hold officeup to the conclusion of 31st Annual General Meeting, who were appointed in the 26th Annual General Meeting to hold office until the conclusion of 31 st Annual General Meeting. The requirements to place the matter relating to appointment of Statutory Auditors for ratification by members at every Annual General Meeting is done away with vide notificationdated May 07, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposedforratificationof appointment of Statutory Auditors, who were appointment in the Annual General Meeting held on September 22, 2017.

Independent Auditors Report

There are no adverse remarks, reservations and/or qualification made by Statutory Auditor the Standalone Financial Statements of the Company. The notes to the financialstatement as on March 31,2019, referred to in Auditors Report are self-explanatory and therefore do not call for any further comments.

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

18.2 Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, appointed M/s Vijender Sharma & Co., Cost Accountants, as Cost Auditors of the Company for the financial year 2019-20 at a remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) p.a. (exclusive of out of pocket expenses and applicable taxes).

The Audit Committee has also received Certificatefrom the Cost Auditors certifying their independence and arms length relationship with the Company.

The Cost Audit Report was received by the Board of Directors on August 14, 2018 for the Financial Year 2017-18. The due date for filing the Cost Audit Report of the Cost Auditor of the Company for the Financial Year ended March 31, 2018 was September 13, 2018. The Cost Audit Report was filed in XBRL mode on August 28, 2018.

There are no qualifications or adverse remarks 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 remuneration of cost auditors for financial year 2019-20 is placed for ratification by the Members in the ensuing Annual General Meeting.

Secretarial Auditors

The Secretarial Audit was carried out by M/s. AVA Associates, through its Partner Mr. Amitabh, practicing Company secretary (Membership No. 14190, COP No. 5500) for the financial year 2018-19. The Report given by the Secretarial Auditors is annexed as "Annexure B" and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. AVA Associates, through its Partner Mr. Amitabh, Practicing Company Secretary (Membership No. 14190, COP No. 5500), as the Secretarial Auditors of the Company in relation to the financial year 2019-20. The Company has received their consent for appointment.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

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

20. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(Rs. in Lakhs)
S. No. Expenditure/Earning in Foreign Currency Year ended 31.03.2019 Year ended 31.03.2018
i. Expenditure in Foreign Currency
Travelling Nil 5.84
Professional Charges Nil 41.46
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 not applicable to the Company.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Vipul Limited continues to be a socially conscious business enterprise. It is the philosophy of the Company that the benefitsof growth and prosperity should be continuously shared with the people at large. As part of initiatives under CSR, the Company has undertaken projects in the areas of promotion of education & healthcare, which are in accordance with the CSR policy of the Company and in compliance Schedule VII of the Companies Act, 2013. The CSR committee comprises of Independent Directors namely Dr. Bidhubhusan Samal, Mr. Vikram Vasheshar Kochhar and Mr. Rajesh Kumar Batra*. The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company from time to time. The Board has co-opted Ms. Ameeta Verma Duggal as a member of committee w.e.f. 12.08.2019 *ceased w.e.f. June 11, 2019 The CSR policy may be accessed on the Companys website at www.vipulgroup.in. Web link is http://www. vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul-CSR-Policy.pdf. The annual report on Corporate Social Responsibility Activities is annexed herewith marked as "Annexure C" to this report.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Mr. Punit Beriwala retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. His profile is provided in the Notice of Annual General Meeting. The board recommended his reappointment.

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

Further, the Notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Punit Beriwala as a Managing Director of the Company for a period of three years with effect from April 1, 2020 up to March 31, 2023 on the terms and conditions including remuneration as recommended by Nomination and Remuneration Committee of the Company, pursuant to the provisions of Sections 196, 197, 203 and Schedule V to the Companies Act, 2013 read with Companies (Appointment and Remuneration to Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the provisions of the Articles of Association of the Company; and subject to other approvals, if required, or any other approval, wherever required, under any other enactment or law for the time being in force, if any.

The Company has received declaration from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act,2013 and Regulation 16 & 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Kapil Dutta and Mr. Vikram Vasheshar Kochhar are due for re-appointment as Non- Executive Independent Directors of the Company for a second term of five consecutive years.

The Company has accorded the consent of the Members of the Company through postal ballot dated February 22, 2019, for continuation of Dr. Bidhubhusan Samal (DIN: 00007256) from April 1, 2019 till conclusion of his present term and re-appointment as Non-Executive Independent Director of the Company for a second term of consecutive five years w.e.f. September 24, 2019, pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1A) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force).

Further, the Notice convening the Annual General Meeting includes the proposals for re-appointment, of Mr. Kapil Dutta (DIN: 00964585) & Mr. Vikram Vasheshar Kochhar (DIN: 03098195) as Non-Executive Independent Director for a second term of five consecutive years w.e.f. from September 24, 2019, pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force).

Brief resumes of Mr. Punit Beriwala, Mr. Kapil Dutta and Mr. Vikram Vasheshar Kochhar have been provided as Annexure to the Notice convening the Annual General Meeting. Further, the Company has appointed Mr. Anil Kumar Tibrewal, Chief Financial Officer and Company Secretary and Compliance Officer as a Key Managerial Personnel of the Company September 01, 2018 and February 15, 2019 respectively.

Further, Mr. Ajay Agrawal, Chief Financial Officer of the Company resigned from his position with effect from July 31, 2018.

23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

The performance of the Board was evaluated by the entire Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Board after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated. The Board and the Nomination and Remuneration reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and meeting of the NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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

24. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

In order to comply the Securities and Exchange Board of India (Prohibition of Insiders Trading) (Amendment) Regulations, 2018, which has come into force from April 01, 2019, the Company has adopted the amended Insider Trading Policy of the Company in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The amended Insider Trading Policy of the Company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The amended policy has been formulated to regulate, monitor and ensure reporting of deals of employees and maintain the highest ethical standards of dealing in Company securities.

The amended Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Companys 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.

25. FAMILIARIZATION POLICY

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

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

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

26. BOARD MEETING

Four meetings of Board of Directors were held during the financial 14, 2018, November 14, 2018 and February 14, 2019 and the gap between two consecutive meetings did not exceed one hundred and twenty days. In accordance with the provisions of Companies Act, 2013, a separate meeting of Independent Directors was held on February 14, 2019.

The necessary quorum was present throughout, for all meetings.

27. AUDIT COMMITTEE

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

The Audit Committee comprises of Independent Non-Executive Directors namely, Mr. Vikram Vasheshar Kochhar as Chairman, Dr. Bidhubhushan Samal, Mr. Rajesh Kumar Batra* and Ms. Ameeta Verma Duggal as members. *ceases w.e.f. June 11, 2019 *co-opted w.e.f. August 12, 2019 In order to comply the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, (Amendment) Regulations, 2018, which shall come into force on the date of April 01, 2019,the Audit Committee of the Company also considers and reviews the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on Companys 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 of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

It is affirmed that no person has been denied access to the Audit Committee.

29 . SAFETY

Safety is a core value for the Company and is given top most priority. The Company has developed and implemented standards and procedures, in order to achieve world classs safety practices. This has helped in establishing as safety culture and inculcating safe behaviour among the employees and business associates. This ensures zero harm to everyone associated with the Companys operations directly or indirectly.

The Company is committed to provide a safe and healthy working environment for its employees and associates. A Company-level occupational health and safety policy exists in line with Vipul groups occupational health and safety policy. This ensures increased vigilance and awareness on health and safety.

30. NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

In order to comply the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, (Amendment) Regulations, 2018, which shall come into force on the date of April 01, 2019, the Company has adopted the amended Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act 2013, is appended as Annexure "D" to this Report. Neither the Managing Director nor any other Director receives any remuneration (except sitting fees) or commission from any of its subsidiaries.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 read with Rules thereto is detailed in Notes to Accounts of the Financial Statements The Company has not granted any loan and advances in the nature of loans to any of its subsidiaries/associates.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

In order to comply the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements, (Amendment) Regulations, 2018, which has come into force from April 01, 2019, in line with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements), Regulations, 2015, the Company has adopted an amended policy on Materiality of and dealing with related party transactions. The amended Policy can be accessed on the Companys 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 for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval on a quarterly basis.

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

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

Report under Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal ) Act, 2013 read with Rule 14 of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal ) Rules, 2013 on complaints is 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 : NIL
sexual harassment carried out
(e) nature of action taken by the employer or District Officer : NA

35. RISK MANAGEMENT POLICY

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

36. DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financialyear March 31, 2019 and of the Profit of the Company for the year ended on that date;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

37. ACKNOWLEDGEMENT

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

The Directors are thankful to the Government of India, the various ministries of the State Governments, Real Estate Regularity Authorities, communities in the neighborhood of our operations, municipal authorities and local authorities in areas where we are operational in India; as also partners, for all the support rendered during the year under review.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is.

For & on behalf of the Board of Vipul Limited
sd/- sd/-
Punit Beriwala Vikram Vasheshar Kochhar
Place: Gurugram Managing Director Director
Date: August 12, 2019 00231682 03098195