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Directors Report of Vipul Ltd.

Mar 31, 2015

The Board of Directors ("Board") of your Company is pleased to present the 24th Annual Report together with the Audited Accounts/Financial Statements of the Company for the year ended March 31, 2015.

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

1. FINANCIAL RESULTS

Rupees (In Lacs)

Particular Standalone Consolidated for year ended 31st March for year ended 31st March 2015 2014 2015 2014

Income from operations 23,355.01 27,023.42 23,403.26 26 ,145.40

Other Income 200.79 512.19 324.08 606.22

Total Income 23,555.80 27,535.61 23,727.34 26,751.62

Total Expenditure 24,427.32 27,113.27 25,061.38 27,335.92

Profit/(Loss) before Tax (871.52) 422.34 (1,334.04) (584.30)

Less: Provision for taxation

(i) Current Year - (151.00) (8.90) (255.83)

(ii) Earlier year adjustment - - 2.90 0.93

(iii) Deferred tax (net) 213.95 45.76 215.72 45.50

Profit/(Loss) of the year (657.57) 317.10 (1124.32) (793.70)

2. DIVIDEND

The Board of Directors has not recommended any dividend on the Equity Shares in view of the performance of the Company for the financial year ended 31st March, 2015 (previous year: Rs.0.05 per equity share of Re 1 each).

DIVIDEND HISTORY

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

Financial Year Rate of Dividend (%) Dividend per share (in Rs)

2009-10 12.50 0.125 per equity share of Rs 1 each

2010-11 15.00 0.15 per equity share of Rs 1 each

2011-12 15.00 0.15 per equity share of Rs 1 each

2012-13 15.00 0.15 per equity share of Rs 1 each

2013-14 5.00 0.05 per equity share of Rs 1 each

3. TRANSFER TO RESERVES

On account of the loss reported by the Company during the year under review, no amount is proposed to carry to any reserves.

4. CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the financial year ended March 31, 2015 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. STATE OF COMPANY'S AFFAIRS/REVIEW OF OPERATIONS

The Company's main business is real estate. During the year under review, the Profitability of Company has been impacted due to sluggish market demand, higher input & interest costs etc.

The total Income of the Company is stood at Rs 23,556 lac as compared to Rs 27,536 lac in the previous year. Loss after tax stood at Rs 657.57 lac as compared to Profit after tax of Rs 317.10 lac in the previous year. The consolidated Income stood at Rs 23,727 Lac as against Rs 26,751 Lac in the previous year.

The earnings per share on an equity share having face value of Rs 1/- stands at Rs (0.55) per share as compared to Rs 0.26 per share 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 AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has been proactive in following the principles and practices of a good Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, forms part of this Annual report.

The Managing Director's declaration regarding compliance with the Code of Conduct forms part of the report on Corporate Governance.

7. CHANGE IN NATURE OF BUSINESS, IF ANY

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

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY

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

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

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

10. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and verified by Statutory as well as Internal Auditors. Significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee. Further to maintain its objectives and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

As required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended), the Company has appointed M/s. Arora & Bansal, Chartered Accountants, as Internal Auditor of the Company for carrying out the internal audit for the financial year 2015-16.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

As on March 31, 2015, the Company has 18 subsidiary companies and 05 Associate companies. There has been no change in the number of subsidiaries or in the nature of business of subsidiaries, during the year under review. However as a result of enactment of the Companies Act, 2013, the changes among Associate companies, are as under:

Name of the Company Ceased/Added as Associate

Vipul Infracon Pvt. Ltd Ceased

Green Villas Pvt. Ltd Ceased

S. Paul Leasing & Finance Pvt. Ltd Ceased

Mudra Finance Limited Added as Associate

Whitfield Infrastructure Development Pvt. Ltd Added as Associate

The Consolidated Financial Statement has been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Listing Agreements entered into with the Stock Exchange(s). The Audited consolidated Financial Statement and Cash Flow Statement, comprising of the Company & its subsidiaries forms part of this Annual report.The Company has not consolidated financial of its associate companies in accordance with Accounting Standard 23 on "Accounting for Investments in Associates in Consolidated Financial Statements", as there are long term constraints for transfer of funds and accounting of investments in shares of the Associates Companies. The Policy for determining material subsidiaries of the Company is available on the Company's website at www.vipulgroup.in. The URL of the same is http://www.vipulgroup.in/sites/default/investor_ document/policyrelatedpartytransactions.pdf.

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 Company's 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 Company's website at www.vipulgroup. in. The URL of the same is http://www.vipulgroup.in/financial-performance.

Members interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company at the Company's 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 Company's website at www.vipulgroup.in.

12. DEPOSITS

During the financial year 2014-15, 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.

13. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015, 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 beneit of employees : Nil

(e) Debentures : Nil

14. LISTING

The shares of your Company are presently listed on BSE Limited and National Stock Exchange of India Limited.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith as "Annexure A" to this Report.

16. AUDITORS AND AUDITORS REPORT 16.1 Statutory Auditors

At the Annual General Meeting held on September 24, 2014, M/s L.B. Jha & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. L.B. Jha & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the members. In this regard, the Company has received a written consent and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The members are requested to ratify the appointment of the Statutory Auditors as aforesaid and ix their remuneration.

Independent Auditor's Report

There are no adverse remarks, reservations and/or qualification made by Statutory Auditor in their Report on the Standalone Financial Statements of the Company. The notes to the financial statement as on March 31, 2015, referred to in Auditor's Report are self-explanatory and therefore do not call for any further comments.

However,in consolidated financial statements for the financial year ended March 31, 2015, the auditors have made qualified opinion in respect of the Financial Statements of Vipul SEZ Developers Pvt. Ltd, subsidiary company of Vipul Limited. The qualified opinion along with the management's explanations thereon are as follows:

1. Qualified opinion: The registration is pending for land measuring 10.03125 acres, the consideration paid for such land is Rs. 21,534,376/-. In the absence of registration this has been reflected as Advance for Land.

Explanation/Comment of Board: The company had filed a suits for specific performance, some of which were decided in the favour of the Company and some of them partly allowed with refund of the amounts with interest. The Company has preferred appeal against the Orders in all the cases which were partly allowed and the same are pending before the learned court

2. Qualified opinion: In absence of the confirmation of the advances given amounting to Rs. 24,884,376/- ( including Rs. 21,534,376/- as stated in para above), we are unable to comment about the realisaibility of the same.

Explanation/Comment of Board : The company has filed a suit for specific performance and the same is pending before the learned court

3. Qualified opinion: The licenses for the Group Housing Development have expired during January'14 and in the absence of such renewed license we are unable to comment about the future use of such land for which such license has been obtained.

Explanation/Comment of Board : In view of the status quo order imposed by the Hon'ble High Court at Delhi, the dues towards Director, Town and Country Planning cannot be paid and consequently the application for renewal of license could not be made on time. The Company, in compliance with the Direction/permission of the Arbitral Tribunal on date has applied for renewal of License No. 7 along with the payment of Renewal Fees and Infrastructure Development Charges .Further, the Company is in the process of obtaining BG for IDW. In respect of License No. 9 the same shall be applied in due course with the Direction/permission of the Arbitral Tribunal.

4. Qualified opinion: The External Development Charges and Infrastructural Development charges alongwith the delayed payment surcharge, amounting to Rs. 1,064,653,327/-., have not been deposited and the Statutory Authority has taken step to invoke the Bank Guarantee issued by Axis Bank Ltd. Pending invocation of bank guarantee, we are unable to comment about the impact of the same in the Financial Statement of the company.

Explanation/Comment of Board: As External Development charges and Infrastructural Development charges due to HUDA/Director, Town and country Planning were not deposited due to status quo order of the Hon'ble High court on the operations of the company, notices were served for encashment of Bank Guarantees amounting to Rs. 24.635 crores which Axis Bank Ltd has not encashed and is contesting on grounds that the encashment notices have been received after the expiry of Bank Guarantees.

5. Quailed opinion: Rs. 148,412,055/- shown in the books as Deposit lying with Department of Town and Country Planning, Govt. of Haryana is subject to confirmation Explanation/Comment of Board: The company has filed an application with the relevant authorities for their confirmation and the same shall be provided to the auditors as soon as it is received.

16.2 Cost Auditors

The Ministry of Corporate Affairs vide its notification dated 31st December, 2014 has notified amended Companies (Cost Records and Audit) Amendment Rules, 2014. Under the said amended Rules, Construction Industry has been clarified to include companies engaged in Real Estate development including an industrial park or special economic zone and as a result of which the Cost Audit has become applicable to the Company for the financial year 2014-15 & onwards.

Accordingly, the Board of Directors on the recommendation of the Audit Committee, appointed M/s Vijender Sharma & Co., Cost Accountants, as a Cost Auditors of the Company for the financial year 2014-15 and 2015- 16.The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of cost auditors for financial year 2014-15 and 2015-16 is placed for ratification by the Members in the ensuing Annual General Meeting.

16.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. AVA Associates, Company Secretaries as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith marked as "Annexure B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors has appointed M/s. AVA Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial year 2015-16.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(Rupees in Lacs) Particulars 31.03.2015 31.03.2014

Foreign Exchange Earning 16.18 31.42

Foreign Exchange Outgo 77.70 1.81

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.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Vipul Limited, has been socially conscious business enterprise. It is the philosophy of the Company that the benefits of growth and prosperity should be continuously shared with the people at large.

The Company provides education facilities with books and study material to the children of labour and introduced the system of personal hygiene and mid day meals at all sites. The Company ensures stringent safety regulations, conducive work environment, clean drinking water, crèche facilities for its workers at the various construction sites and the Company has also set up health care centers at various construction sites from time to time. Free medical campaigns were also carried out along with basic information on health for the labours & their families.

The Company also through its employees organized various social events like 'Joy of Giving Week' and contribution were made through gunny bags comprising old/new clothes, footwear, woolens, blankets, bed sheets, foot items, umbrellas, school materials, books, games or monetary help, daily necessities & utensils. The same were distributed to the under privileged. However these activities are not constitutes the CSR activities as prescribed under Schedule VII of the Companies Act, 2013 but the Company practices its corporate value through its commitment to grow in a social and environmentally responsible way.

The CSR committee comprises Dr. Bidhubhusan Samal (Independent Director), Mr. Anil Kumar Agarwal (Independent Director) and Mr. Rajesh Kumar Batra (Independent Director). The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company.

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

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors in its meeting held on February 10, 2015, based on recommendations of Nomination and Remuneration Committee (NRC), appointed Ms. Ameeta Verma Duggal, having DIN no. 02592003, as an Additional Director under Section 149 & 161 of the Companies Act, 2013. Ms.Ameeta Verma Duggal holds the office as Additional Director upto date of the ensuing Annual General Meeting, and is eligible for appointment as Director of the Company. The Board in its meeting held on August 12, 2015 also recommended her appointment as an Independent Director of the Company, not liable to retire by rotation, at ensuing Annual General Meeting of the Company for a consecutive period of 5 years. The Company has received a requisite notice under Section 160 of the Companies Act, 2013. A brief proile of Ms. Ameeta Verma Duggal has been given in the Notice convening the ensuing Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the of the Listing Agreement entered with the Stock Exchange(s). None of Independent Directors are due for re- appointment.

During the year under review, Mr. Sumit Goel resigned as the Company Secretary of the Company,and in his place, Mr. Vivek Chaudhary has been appointed as the Company Secretary of the Company. Further Ms. Guninder Singh was appointed as Chief Executive Officer (CEO) of the Company with effect from April 1, 2015, in terms of Section 203 of the Companies Act, 2013 read with relevant rules thereto.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.

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 Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations.

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 Company's strategy, operations, organization structure, facilities and risk management. Details of the familiarization program/policy of the independent directors are available on Company's website at www.vipulgroup.in. The URL of the same is http://www.vipulgroup.in/sites/default/iles/investor_ document/Familarization policy-Final.pdf.

20. BOARD MEETING

Four meeting of Board of Directors were held during the financial year 2014-15 i.e. on May 29, 2014, July 30, 2014, November 11, 2014 and February 10, 2015 and the gap between two consecutive meetings did not exceed One Hundred and Twenty days.

The necessary quorum was present throughout, for all meetings.

21. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Company Act, 2013 and Clause 49 of the Listing Agreement.The Audit Committee comprises Independent Non-Executive Directors namely Dr. Bidhubhusan Samal as Chairman, Mr. Vikram Vasheshar Kochhar and Mr. Anil Kumar Agarwal as members. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower/Whistle 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 revised Clause 49 of the Listing Agreement entered with Stock Exchange(s). The said policy is available on Company's website at www. vipulgroup.in and the URL of the same is http://www.vipulgroup.in/sites/default/iles/investor_document/Vigil_ Mechanism - Vipul Group 2015.pdf.

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

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is appended as Annexure "D" to this Report.

Neither the Managing Director nor any other Director receive any remuneration or commission from any of its subsidiaries.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loan given, investment made, guarantee given and security provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the Financial Statements (standalone).

There was no default in the repayment of loans or payment of interest thereon during the year under review. The particulars of loans/advances in the nature of loans and investment in its own shares by listed Companies, their subsidiaries, associates etc. required to be disclosed pursuant to Clause 32 of the Listing Agreement are as under:

Name of the Subsidiary Company -High Class Projects Ltd; Balance as on 31.03.2015- Rs 490 Lac (Maximum outstanding during the year - Rs 490 Lac).

Further, apart from above, the Company has not granted any loan and advances in the nature of loans to any of its subsidiaries/associates.

25. 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.

26. 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.

27. 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 & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

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

28. RISK MANAGEMENT SYSTEM

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 risks and controls. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Annual report.

29. 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, 2015, 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 financial year March 31, 2015 and of the Loss 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.

30. ACKNOWLEDGEMENT

The Board acknowledge 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 the continued support. Your Directors are thankful to members for their continued patronage.

For & on behalf of the Board of Vipul Limited

Sd/- Sd/-

Punit Beriwala Vikram Vasheshar Kochhar

Place : Gurgaon Managing Director Director

Date : August 12, 2015 DIN: 00231682 DIN: 03098195


Mar 31, 2014

To the Members,

The Board of Directors of your Company are pleased to present the 23rd Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2014.

Your Company''s performance during the year as compared with that during the previous year is summarized below:

FINANCIAL RESULTS

Rupees (In Lacs)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Income from operations 27023.42 40448.95

Other Income 512.19 236.00

Total Income 27535.61 40684.95

Total Expenditure 27113.27 38626.00

Profit before Tax 422.34 2058.95

Less: Tax Expenses:

(i) Current Year 151.00 550.00

(ii) Earlier year adjustment - (1.28)

(iii) Deferred tax (45.76) (163.59)

Profit for the Year 317.10 1673.82

DIVIDEND

The Directors of your Company are pleased to recommend dividend @ 5% i.e. Rs. 0.05 on Rs. 1/- paid up for the year ended March 31, 2014 to those members whose name appear on the Register of Members of the Company as on the date of Book Closure in respect of the shares held in the physical form and in respect of shares held in electronic form, to those beneficial owners whose names appear in the list provided by the Depository as on the date of Book Closure.

DIVIDEND hISTORY

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

Financial Year Rate of Dividend (%) Dividend per Share (in Rs)

2008-09 12.50 0.25 per equity share of Rs 2 each

2009-10 12.50 0.125 per equity share of Rs 1 each

2010-11 15.00 0.15 per equity share of Rs 1 each

2011-12 15.00 0.15 per equity share of Rs 1 each

2012-13 15.00 0.15 per equity share of Rs 1 each

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 100 Lacs to General Reserve out of the amount available for appropriations and accumulated Profit to the extent of Rs. 7093.60 Lacs is proposed to be carried over to subsequent year(s).

CASh FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended March 31, 2014 is enclosed with the Balance Sheet and Profit & Loss Statement of the Company. Consolidated Cash Flow Statement of your Company and its subsidiaries is enclosed with the Consolidated Financial Statement.

PERFORMANCE AND OPERATIONS

The total income of the Company for the year ended 31st March, 2014, reported an decrease of 32.32% falling to Rs. 27535.61 lacs from Rs. 40684.95 lacs in the previous year due to adverse economic scenario.

Profit before depreciation and taxation was Rs. 545.44 lacs and after providing Rs. 123.10 lacs towards depreciation & amortisation expenses and Rs. 105.24 lacs towards tax, the net Profit stood at Rs. 317.10 lacs. The earning per share (EPS), on an equity share having face value of Rs. 1/- stands at Rs. 0.26/-.

APPOINTMENT

In terms of Section 149 of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and is eligible for reappointment for another terms of five years on passing of a special resolution by the members of the Company. The Board of Directors in their meeting held on July 30, 2014 has recommended the appointment of Mr. Anil Kumar Agarwal, Mr. Rajesh Kumar Batra, Mr. Kapil Dutta, Mr. Vikram Vasheshar Kochhar and Dr. Bidhubhusan Samal as a Non-Executive Independent Directors for a term of consecutive five years each not liable to retire by rotation.

Further, Remuneration Committee (Now stands reconstitututed as "Nomination and Remuneration Committee") in its meeting held on Feburary 8,2014 has re-appointed Mr. Punit Beriwala as Managing Director of the Company for a further period of three years w.e.f. April 1, 2014 for which the Board has also accorded its unanimous consent. Details of remuneration proposed to be paid are mentioned in the notice of the ensuing Annual General Meeting.

The Board of Directors recommends their respective appoiment/re-appointment(s).

AUDITORS

As per the provisions of Section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. LB Jha & Co., being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on July 30, 2014, proposed the appointment of M/s. LB Jha & Co. as the statutory auditors of the Company for a period of three years to hold office from the conclusion of this AGM till the conclusion of the twenty-sixth AGM of the Company to be held in the year 2017 (subject to ratifcation of their appointment at every AGM).

The Board of Directors of your Company recommends their re-appointment.

AUDITOR''S REPORT

The Notes to the Accounts, forming part of Balance Sheet as at March 31, 2014 and Profit & Loss Statement for the year ended on that date, referred to in Auditor''s Report are self-explanatory and therefore do not call for any further comments. There are no adverse remark and / or qualification made by Statutory Auditor in their Report.

INTERNAL AUDITORS

As required under Section 138 of the Companies Act,2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appopinted M/s. Arora & Bansal, Chartered Accountants, as Internal Auditor of the Company for carraying out the internal audit for the financial year 2014-2015.

SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s AVA Associates., Company Secretaries, Delhi as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15.

FIXED DEPOSIT

During the financial year 2013-14, your Company has not invited or accepted any deposits from the public and as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

SUBSIDIARY COMPANIES

The Company has 18 Subsidiaries as on March 31, 2014. There has been no material change in the nature of the business of the subsidiaries. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts of the consolidated financials.

As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and all its subsidiaries are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of Profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/its subsidiaries seeking such information and are available for inspection by any member of the Company/its subsidiaries at the Corporate office of the Company.

PARTICULARS OF EMPLOYEES

As required under the provisions of sub-Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set in the Annexure to the Directors'' Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has been proactive in following the principles and practices of a good corporate governance. The Company has ensured that the requirement of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement are duly complied with. Report on Corporate Governance along with a certifcate from the Statutory Auditors of the Company confirming such compliance and Management Discussion & Analysis Report forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

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

The Company provides education facilities with books and study material to the children of labours and introduced the system of personal hygiene and mid day meals at all sites. The Company ensures stringent safety regulations, conducive work environment, clean drinking water, crèche facilities for its workers at the various construction sites and the Company has also set up health care centres at various construction sites from time to time. Free medical campaigns were also carried out along with basic information on health for the labours & their families.

Social events were also orgainsed through Vipul''s Employees like ''Joy of Giving Week'' and contributuion were made through gunny bags Comprising old/new clothes, footwear, woolens, blankets, bed sheets, foot items, umbrellas, school materials, books, toys, games or monetary help, daily necessities & utensils. The same were distributed to the under privileged.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments 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 financial year and of the Profit of the Company for the year under review.

3. The Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

CONSERVATION OF ENERGY AND TEChNOLOGY ABSORPTION

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 217(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Activities Relating to Exports; Initiatives taken to Increase Exports; Development of New Export Market for Products & Services and Export Plans are not applicable to the Company.

LISTING INFORMATION

The equity shares of the Company are listed on Bombay Stock Exchange and Madras Stock Exchange. The Shares of the Company are also permitted to be traded on the National Stock Exchange.

The Annual listing fees for the financial year 2014-15 has been paid by the Company to the Stock Exchange(s)

ACKNOWLEDGEMENT

The Board acknowledge 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 the continued support. Your Directors are thankful to shareholders for their continued patronage.

For & on behalf of Board of Vipul Limited

Sd/- Sd/- Place: Gurgaon Punit Beriwala Anil Kumar Agarwal Date: July 30, 2014 Managing Director Director DIN : 00231682 DIN : 00479628


Mar 31, 2013

To the Members,

The Board of Directors of your Company are pleased to present the 22nd Annual Report together with the Audited Accounts of the Company for the year ended March 31, 201 3.

Your Company''s performance during the year as compared with that during the previous year is summarized below:

FINANCIAL RESULTS

Rupees (In Lacs) Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Income from operations 40448.95 42378.62

Other Income 236.00 212.77

Total Income 40684.95 42591.39

Total Expenditure 38626.00 39867.18

Profit before Tax 2058.95 2724.21

Less: Tax Expenses:

(i) Current Year 550.00 260.00

(ii) Earlier year adjustment (1-28) 1.20

(iii) Deferred tax (163.59) (155.79)

Profit for the Year 1673.82 2118.80

DIVIDEND

The Directors of your Company are pleased to recommend dividend @ 15 % for the year ended March 31, 2013 to those members whose name appear on the Register of Members of the Company as on the date of Book Closure in respect of the shares held in the physical form and in respect of shares held in electronic form, to those beneficial owners whose names appear in the list provided by the Depository as on the date of Book Closure.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 2500 Lacs to General Reserve out of the amount available for appropriations and accumulated profit to the extent of Rs. 6946.68 Lacs is proposed to be carried over to subsequent year(s).

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended March 31, 2013 is enclosed with the Balance Sheet and Profit & Loss Statement of the Company. Consolidated Cash Flow Statement of your Company and its subsidiaries is enclosed with the Consolidated Financial Statement.

PERFORMANCE AND OPERATIONS

The total income of the Company for the year ended 31st March, 2013, reported a decrease of 4.48% falling to Rs. 40684.95 lacs from Rs. 42591.39 lacs in the previous year.

Profit before depreciation and taxation was Rs. 2195.49 lacs and after providing Rs. 136.54 lacs towards depreciation/amortisation expenses and Rs. 385.13 lacs towards tax, the net profit amounts to Rs. 1673.82 lacs. The earning per share (EPS), on an equity share having face value of Rs. 1/-, stands at Rs. 1.40/-.

DIRECTORATE

In accordance with the provisions of Companies Act, 1956 Mr. Kapil Dutta and Mr. Rajesh Batra, Director(s) of the Company are retiring by rotation and being eligible offers themselves for re- appointment.

A brief resume of Mr. Kapil Dutta and Mr. Rajesh Batra, proposed to be re-appointed, nature of their expertise in specific functional areas and name of Companies in which they holds Directorship and Membership/Chairmanship of the Board or Committees, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report.

The Board of Directors recommends their respective re-appointment(s).

AUDITORS

The Statutory Auditors of the Company viz. M/s L.B. Jha & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s L.B. Jha & Co., to the effect that their re-appointment, if made, would be within the prescribed limits as specified under Section 224(1 B) of the Companies Act, 1 956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Board of Directors of your Company recommends their re-appointment.

AUDITOR''S REPORT

The Notes to the Accounts, forming part of Balance Sheet as at March 31, 2013 and Profit & Loss Statement for the year ended on that date, referred to in Auditor''s Report are self-explanatory and therefore do not call for any further comments. There are no adverse remark and / or qualification made by Statutory Auditor in their Report.

FIXED DEPOSIT

During the financial year 2012-13, your Company has not invited or accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

SUBSIDIARY COMPANIES

The Company has 18 Subsidiaries as on March 31, 2013. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts. These documents will be made available upon request by any member of the Company interested in obtaining the same and will also be kept for inspection at the registered office of your Company and that of subsidiary Companies concerned. However, as directed by the Central Government, the financial data in respect of each of the subsidiaries i.e. information about capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend, has been furnished in one sheet which is forming part of this Annual Report. Further, pursuant to Accounting Standard (AS) -21 issued by the Institute of Chartered Accountants of India, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

PARTI CULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set in the Annexure to the Directors'' Report.

CORPORATE GOVERNANCE AND MANAGEMENT Dl SCUSSI ON & ANALYSI S REPORT

The Company has been proactive in following the principles and practices of a good corporate governance. The Company has ensured that the requirement of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement are duly complied with. Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming such compliance and Management Discussion & Analysis Report forms part of this Annual Report.

CORPORATE SOCI AL RESPONSI Bl LI TY

Vipul remain committed towards its corporate social responsibility being a socially conscious business enterprise. The Company conducts its business in a way that creates social, environmental and economic benefits to the communities in which it operates and the Company has always been earnest for contributing towards the betterment of the society through various welfare initiative viz. providing education, safety and welfare measures at the construction sites and healthcare for the under privileged section of the society.

The Company provides education facilities with books and study material to the children of laborer and introduced the system of personal hygiene and mid day meals at all sites. The Company ensures stringent safety regulations, conductive work environment, clean drinking water, creche facilities for the children of its workers at the various construction sites and the Company has also set up health care centre at the construction sites. Free medical campaigns were also carried out along with basic information on health for the laborer & their families.

Social events were also organized through Vipul''s Employees like ''Joy of Giving Week'' and contribution were made through gunny bags Comprising old/new clothes, footwear, woolens, blankets, bed sheets, foot items, umbrellas, school materials, books, toys, games or monetary help, daily necessities & utensils. The same were distributed to the under privileged.

DIRECTORS'' RESPONSI Bl LI TY STATEMENT

Pursuant to the requirements of Section 21 7(2AA) of the Companies Act, 1 956, the Directors hereby confirm that:

1. In the preparation of annual accounts for the financial year ended March 31, 2013, theapplicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments 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 financial year and of the profit of the Company for the year under review.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts for the financial year ended March 31, 201 3 on a going concern basis.

CONSERVATI ON OF ENERGY AND TECHNOLOGY ABSORPTI ON

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 217(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

FOREI GN EXCHANGE EARNI NGS AND OUTGO

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

(Rupees in Lacs)

Particulars 31.03.2013 31.03.2012

Foreign Exchange Earnings 11.34 230.36

Foreign Exchange Outgo 4.77 6.40

Activities Relating to Exports; Initiatives taken to Increase Exports; Development of New Export Market for Products & Services and Export Plans are not applicable to the Company.

LISTING INFORMATION

The equity shares of the Company are listed on Bombay Stock Exchange and Madras Stock Exchange. The Shares of the Company are also permitted to be traded on the National Stock Exchange.

The Annual listing fees for the financial year 2013-14 has been paid by the Company to the Stock Exchange(s)

ACKNOWLEDGEMENT

The Board acknowledge 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 the continued support. Your Directors are thankful to shareholders and deposit holders for their continued patronage.

For & on behalf of Board of Vipul Limited Sd/- Sd/-

Place: Gurgaon Punit Beriwala Rajesh Batra

Date: August 14, 2013 Managing Director Director


Mar 31, 2012

To the Members,

The Board of Directors of your Company are pleased to present the 21st Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

Your Company's performance during the year as compared with that during the previous year is summarized below:

FINANCIAL RESULTS

Rupees (In Lacs)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Income from operations 42378.62 34356.89

Other Income 212.77 180.06

Total Income 42591.39 34536.95

Total Expenditure 39867.18 31527.93

Profit before Tax 2724.21 3008.78

Less: Tax Expenses:

(i) Current Year 760.00 1045.00

(ii) Earlier year adjustment 1.19 (110.84)

(iii) Deferred tax (155.79) (0.92)

Profit for the Year 2118.81 2075.54

DIVIDEND

The Directors of your Company are pleased to recommend dividend @ 15 % i.e. Rs. 0.15 per share of face value Rs. 1/- for the year ended March 31, 2012 to those members whose name appear on the Register of Members of the Company as on the date of Book Closure in respect of the shares held in the physical form and in respect of shares held in electronic form, to those beneficial owners whose names appear in the list provided by the Depository as on the date of Book Closure.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1500 Lacs to General Reserve out of the amount available for appropriations and accumulated profit to the extent of Rs. 7983.42 Lacs is proposed to be carried over to subsequent year(s).

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended March 31, 2012 is enclosed with the Balance Sheet and Profit & Loss Statement of the Company. Consolidated Cash Flow Statement of your Company and its subsidiaries is enclosed with the Consolidated Financial Statements.

PERFORMANCE AND OPERATIONS

The turnover of the Company for the year ended 31st March, 2012, reported an increase of 23.32% rising to Rs. 42591.39 lacs from Rs. 34536.95 lacs in the previous year.

Profit before depreciation and taxation was Rs. 2863.57 lacs and after providing Rs. 139.36 lacs towards depreciation and Rs. 605.41 lacs towards tax, the net profit amounts to Rs. 2118.80 lacs. The earning per share (EPS), on an equity share having face value of Rs. 1/-, stands at Rs. 1.77/-.

DIRECTORATE

In accordance with the provisions of Companies Act, 1956 Dr. B. Samal & Mr. Vikram Kochhar, Directors of the Company are retiring by rotation and being eligible offers them self for re-appointment.

A brief resume of Dr. B. Samal & Mr. Vikram Kochhar, proposed to be re-appointed, nature of their expertise in specific functional areas and name of Companies in which they hold Directorship and Membership/ Chairmanship of the Board or Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report.

The Board of Directors recommends their respective re-appointment(s).

AUDITORS

The Statutory Auditors of the Company viz. M/s L.B. Jha & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s L.B. Jha & Co., to the effect that their re-appointment, if made, would be within the prescribed limits as specified under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Board of Directors of your Company recommends their re-appointment.

AUDITOR'S REPORT

The Notes to the Accounts, forming part of Balance Sheet as at March 31, 2012 and Profit & Loss Statement for the year ended on that date, referred to in Auditor's Report are self-explanatory and therefore do not call for any further comments. There are no adverse remark and / or qualification made by Statutory Auditor in their Report.

FIXED DEPOSIT

During the financial year 2011-12, your Company has not invited or accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

SUBSIDIARY COMPANIES

The Company has 17 Subsidiaries as on March 31, 2012. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts. The Board has passed a resolution in terms of general exemption granted by the Government of india under Section 212(8) of the Companies Act 1956 vide circular no 5/12/2007-CL-III dated 05.02.2011, for not attaching copy of the Balance Sheet, Profit & Loss Statement, Reports of the Directors' and Auditor's of the Subsidiaries with the Balance Sheet of the Company at its meeting held on November 9, 2012. These documents will be made available upon request by any member of the Company interested in obtaining the same and will also be kept for inspection at the Corporate/Registered office of your Company and that of subsidiary Companies concerned. However, as directed by the Central Government, the financial data in respect of each of the subsidiaries i.e. information about capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend, has been furnished in one sheet which is forming part of this Annual Report. Further, pursuant to Accounting Standard (AS) -21 issued by the Institute of Chartered Accountants of India, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set in the Annexure to the Directors' Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has been proactive in following the principles and practices of a good corporate governance. The Company has ensured that the requirement of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement are duly complied with. Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming such compliance and Management Discussion & Analysis Report forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company conducts its business in a way that creates social, environmental and economic benefits to the Society and the Company has always been earnest for contributing towards the betterment of society through various welfare initiatives viz. providing education, skill development and healthcare for the under privileged section of the society. Some of such CSR initiatives are highlighted hereunder:

- Creche for children of workers: While the Laborers were at work and their children were safely taken care of at the mobile creche on the site being maintained by the Company. We noticed that despite restrictions, most women laborer brought their children to the site, since there was nobody else to take care of them. The Company promoted childcare facilities at its construction sites, citing benefits to ensure greater productivity of the workers and safety of the children.

- Meals and study material for children - The Company also provides meals, books and other study material to the children of laborer and arranges a place of education with teachers for these children near their place of stay and are provided with mid-day-meals.

- Periodical Medical assistance- The Company has set up a health centre at all construction sites. Besides emergency medical services, the company also offers preventive, promotive and curative health service to its employee. All Vipul employees and laborer irrespective of the nature of their work or location, undergo regular free periodic medical health checkup.

- Arrangement of water supply and sanitation facilities. The company also provides proper water supply and sanitation to laborer at all construction sites.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments 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 financial year and of the profit of the Company for the year under review.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 217(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(Rupees in Lacs)

Particulars 31.03.2012 31.03.2011

Foreign Exchange Earnings 230.36 153.24

Foreign Exchange Outgo 6.40 2.04

Activities Relating to Exports; Initiatives taken to Increase Exports; Development of New Export Market for Products & Services and Export Plans are not applicable to the Company.

LISTING INFORMATION

The equity shares of the Company are listed on Bombay Stock Exchange and Madras Stock Exchange. The Shares of the Company are also permitted to be traded on National Stock Exchange.

The Annual listing fees for the financial year 2012-13 has been paid by the Company to the Stock Exchange(s)

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the executives, officers, consultants and staff, resulting in the successful performance during the year

For & on behalf of Board

For Vipul Limited

Sd/- Sd/-

Place: Gurgaon Punit Beriwala Rajesh Batra

Date: November 9, 2012 Managing Director Director


Mar 31, 2011

To the Members,

The Board of Directors of your Company are pleased to present the 20th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.

The Company's performance during the year as compared with that during the previous year is summarized below:

FINANCIAL RESULTS

Rupees (In Lacs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Income from operations 34356.89 28021.03

Other Income 180.06 1384.88

Total Income 34536.95 29405.91

Total Expenditure 31527.93 26755.78

Profit before Tax 3009.02 2650.13

Less: Provision for taxation

(i) Current Year 1045.00 732.2

(ii) Earlier year adjustment (110.84) -

(iii) Deferred tax (0.92) 190.66

(iv) Wealth Tax 0.24 0.28

Profit available for

Appropriation 2075.54 1726.99

Less: (i) Proposed Dividend 179.98 149.98

(ii) Dividend Tax 29.20 24.91

Profit of the year Carried to the Balance Sheet 1866.36 1552.10

DIVIDEND

The Directors of your Company are pleased to recommend dividend @ 15 % i.e. Rs. 0.15 per share of face value Rs. 1/- for the year ended March 31, 2011 to those members whose name appearon the Registerof Members of the Company as on the date of Book Closure in respect of the shares held in the physical form and in respect of shares held in electronic form, to those beneficial owners whose names appear in the list provided by the Depository as on the date of Book Closure.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 500 Lacs to General Reserve out of the amount available for appropriations and accumulated profit to the extent of Rs. 7573.79 Lacs is proposed to be carried over to subsequent year.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statement for the year ended March 31, 2011 is enclosed with the Balance Sheet and Profit & Loss Account of the Company. Consolidated Cash Flow Statement of your Company and its subsidiaries is enclosed with the Consolidated Financial Statements.

PERFORMANCE AND OPERATIONS

With the revival of the economy, the Company has also been able to move forward to achieve its targets. The Company's total income has increased to Rs. 34537 Lacs from Rs. 29406 Lacs, an increase of 17.45% over the last financial year. The profit after tax stood at Rs 2075 Lacs as compared to Rs. 1726 Lacs during the last year resulting in an increase of 20%. The increase in profit has been due to decrease in financing cost. The earning per share (EPS), on an equity share having face value of Rs. 1/-, stands at Rs. 1.82/-.

- Located in Sushant Lok-I in Gurgaon

- Operational and occupied -100% sold

Sprawled over 2.76 Acre (Approx) this interesting interspersing of green glass against a muted brown wall houses truly world class office and retail spaces. Boasting a prime location at Sushant Lok, Gurgaon, Vipul Square houses some prestigious Indian and Multi National companies like Convergys, Shaw Wallace, GTA, Genesis PR, ORG Telecom, Blue Dart etc.

- Located on Golf Course Road, Gurgaon

- Deck 3-tier basement parking

Ideally located on the Golf Course Road in Sector - 43, Vipul Tech Square is spread across 5.56 acre and is divided into three commercial buildings. Corporate address for Vipul Limited, Vipul Tech Square has become a landmark in itself since its inception over the last two years. One of the towers was done as "Built to Suit" for DELL-2,85,000Sq.Ft.

- Located in Sector-54, Suncity, Gurgaon

- Mixed use development spread over an area of 3 acres

- Deck 3-tier basement parking

- Operational and occupied -100% sold

- Key clients include Nortel, NCR Corporation, Navisite, ICICI, Cairn Energy and Salient Business Solutions Pvt Ltd.

A retail cum office complex spread over an area of 3 Acres, Vipul Plaza is the business address for companies like Nortal, NCR, Navisite, ICICI, Cairn Energy, Salient Business Solutions Pvt Ltd. and many more. Striking exterior structure which is well complimented by stunning interiors, Vipul Plaza boasts of a prime location on the Golf Course Road, Gurgaon.

- Located on MG Road in Gurgaon

- Mixed use - Retail Commercial use development spread over an area of 2.53 acres

- Deck 3-tier basement parking

- 3 levels of shopping area and 2 atriums with all shops facing the atrium & Operational and occupied -100% sold

- Key clients include Converges, Deutsche Bank Home Finance and Space Business Centre

Designed by Bose International, USA, Vipul Agora is strategically located on the Mehrauli - Gurgaon Road. A retail cum commercial complex spread over 2.6 Acres Approx , Vipul Agora is a symbol of innovative architecture. Awe inspiring landscaping, impressive fagade and two grand atriums are just a few elements that make Vipul Agora a prominent landmark of the NCR.

- Located on Golf Course Road in Gurgaon

- Comprising 3BR, 4BR, 5BR / Penthouse apartments.

- Facilities include power back up, club house, gymnasium, swimming pool, playing courts, billiards, kids play area etc.

Vipul Gardens is a plush group housing strategically located on the Golf Course Road. Truly international in its layout and space management, Vipul Gardens is a home for approx.300 families.

- Located on Golf Course Road in Gurgaon

- Comprising 3BR, 4BR, 5BR & Penthouse apartments.

- Facilities include club house, power back up, gymnasium, swimming pool, playing courts, billiards and kids play area

Vipul Belmonte is considered as one of the top elite addresses of the NCR, it is a luxury group housing on the Golf Course road. A heaven for 312 families it is set amidst lush greens and water bodies over an area of approx 11.4 Acre

- Located on Main Sohna Road in Gurgaon

- Comprising 3BR, 3BR study, 4BR / Penthouse apartments.

- Facilities include power back up, gymnasium, 3 swimming pools, playing courts, billiards and kids play area

- Possession completed for 1st and 2nd phase, 3rd phase in progress.

Vipul Greens is admired as an exquisite attraction on the Gurgaon Sohna Road, Vipul Greens is an adobe, beautifully planned 17.10 acres of land where every window opens to verdant landscaping. 2 exquisitely planned apartments per floor with spacious living options. Currently 644 families are residing happily.

Vipul Floors, a part of the Ardee City, is a prestigious residential complex of independent floors. Offering luxurious living that is an expression of exuberant lifestyle and quite elegance, Vipul Floors is presently home for 72 families.

TATVAM VILLAS, GURGAON TATVAM VILLAS spread over an area of 50 acres (approx), is a part of 150 acres premium integrated township called VIPUL WORLD on main Sohna Road, Gurgaon.

254 exclusive villas designed to match the taste of the discerning few, these villas are modern & contemporary in design with all the features to facilitate comfortable living, backed by plethora of modern services.

VIPUL FLOORS Vipul Floors are a part of VipulWorld and are being built on three levels (Ground, First & Second Floor). With lush green landscaping, demarcated parking lots and a prime location with easy access, Vipul World is fast taking shape of a world-class township right in the heart of Gurgaon.

VIPUL GARDENS, DHARUHERA

An oasis of serenity and elegance, Vipul Gardens, Dharuhera on NH-8 is an invitation to a life filled with outstanding beauty. Spread across 13.4 acres (approx) this entire condominium complex stands apart with its very well planned architecture and state of the art landscaping.

VIPUL LAVANYA Lavanya Apartments offer you the ideal combination of common sense & aesthetics, of intelligent planning and a design that invokes a sense of community. Spread across over 10 acres (approx) in Sector-81, right off NH-8 in New Gurgaon, Lavanya has excellent connectivity and provides easy access to everything you may need. In a nutshell, Lavanya offers a lot more than just a perfect address, it offers you a great value for your money.

VIPUL GARDENS, BHUBANESWAR Vipul Gardens Bhubaneswar a luxury Group Housing offers all the luxuries and amenities of contemporary living. Every home in Vipul Gardens will be seamlessly connected to futuristic facilities and services that are at par with the best in the world. From leisure to entertainment to daily activities it will bring you a splendid array of services. Be it the convenience of ample surface and basement parking power back-up or the professional management of the entire property at Vipul Gardens Bhubaneswar every moment will become extraordinary.

VIPUL GREENS, BHUBANESWAR

Vipul Greens is a meticulously planned integrated complex spread across approx. 4.65 acres. The premium residential complex is strategically located off National Highway 5 at Ranasinghpur and also has the provision of office and retail spaces. Vipul Greens is a Public Private Partnership project with Orissa State Housing Board and has the State Police Academy and the proposed AIIMS medical campus as its neighbors.

Overlooking a vast expanse of cashew plantations, Vipul Greens offers lush green landscaping, excellent amenities and is well connected to almost every important place in the temple city of India.

ONGOING PROJECTS: COMMERCIAL

Vipul Trade Centre is developed over an area of 4.06 Acres (approx) and boasts of a prime location on Gurgaon - Sohna Road. Amidst affluent commercial hubs and residential communities, this business address is envisaged as the axis for some fortune 500 companies.

Vipul Business Park is an exceptional office complex located on the Gurgaon-Sohna Road and will cater to the overall needs of today's corporate houses. Spread over 3.65 Acres(approx) Vipul Business Park will offer grand space that will enable the employees to work with leisure and complete peace of mind.

VIPUL PLAZA, FARIDABAD

Vipul Plaza consists of Office Space, Food Courts and Retail space. Vipul Plaza will provide a dynamic tenant mix from supermarkets, laundries, pharmacies, boutiques and stylish restaurants to offices. It's large parking space both surface and underground provides direct access to all the stores and business. Vipul Plaza is easily accessed through pedestrian and vehicular traffic flow.

DIRECTORATE

In accordance with the provisions of Companies Act, 1956 Mr. Anil Kumar Agrawal, Director of the Company is retiring by rotation and being eligible offers himself for re- appointment.

A brief resume of Mr. Anil Kumar Agrawal, proposed to be re-appointed, nature of his expertise in specific functional areas and name of Companies in which he holds Directorship and Membership/ Chairmanship of the Board or Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report.

Further, the Remuneration Committee in its meeting held on August 9, 2011 has reappointed Mr Punit Beriwalaas Managing Director of the Company for a further period of three years w.e.f. April 1, 2011 for which the Board has also accorded its unanimous consent. Details of remu- neration proposed to be paid are mentioned in the notice of the ensuing Annual General Meeting.

The Board of Directors recommends their re-appointment(s).

AUDITORS

The Statutory Auditors of the Company viz. M/s LB. Jha & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s LB. Jha & Co., to the effect that their re-appointment, if made, would be within the prescribed limits as specified under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Board of Directors of your Company recommends their re-appointment.

AUDITOR'S REPORT

The Notes to the Accounts, forming part of Balance Sheet as at March 31, 2011 and Profit & Loss Account for the year ended on that date, referred to in Auditor's Report are self-explanatory and therefore do not call for any fur- ther comments.

FIXED DEPOSIT

During the financial year 2010-11, your Company has not invited or accepted any deposits from the public within the meaning of Section 58Aof the Companies Act, 1956.

SUBSIDIARY COMPANIES

The Company has 16 Subsidiaries as on March 31, 2011. List of Subsidiaries which have been consolidated at the year end is given in the Notes to Accounts. The Board has passed a resolution in terms of general exemption granted by the Government of India under Section 212(8) of the Companies Act, 1956 vide circular no 5/12/2007- CL-III dated 05.02.2011, for not attaching copy of the Balance sheets, Profit & Loss Accounts, Reports of the Directors' and Auditor's of the Subsidiaries with the Balance Sheet of the Company at its meeting held on August 9, 2011. These documents will be made available upon request by any member of the Company interested in obtaining the same and will also be kept for inspection at the corporate/registered office of your Company and that of subsidiary Companies concerned. However, as directed by the Central Government, the financial data in respect of each of the subsidiaries i.e. information about capital, reserves, total assets, total liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend, has been furnished in one sheet which is forming part of this Annual Report. Further, pursuant to Accounting Standard (AS) -21 issued by the Institute of Chartered Accountants of India, your Company has presented the consolidated financial statements which include the financial information relating to its subsidiaries and forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set in the Annexure to the Directors' Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has been proactive in following the principles and practices of a good corporate governance. The Company has ensured that the requirement of the Corporate Governance, as stipulated under Clause 49 of the Listing Agreement are duly complied with. Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming such compliance and Management Discussion & Analysis Report forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company had donated 2 acres of land to "Sankara" group, which is a well-known name in eye care segment, where the construction of the building has already started and the Company is hopeful that this eye-hospital will create a niche for itself in years to come, providing access to quality eye care and in-patient services for the residents of Ludhiana and the State of Punjab at large.

Apart from that your Company also provides healthcare and education facilities through hospitals/dispensaries, schools at its townships. The Company also provides free books & stationary at its site to promote Girls education. Further, the Company has also made arrangement for their day boarding at various sites.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of annual accounts for the financial yearended March 31,2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgments 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 financial year and of the profit of the Company for the year under review.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under

Section 217(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(Rupees in Lacs)

Particulars 31.03.2011 31.03.2010

Foreign Exchange Earnings 153.24 61.23

Foreign Exchange Outgo 2.04 4.50

Activities Relating to Exports; Initiatives taken to Increase Exports; Development of New Export Market for Products & Services and Export Plans are not applicable to the Company.

LISTING INFORMATION

The equity shares of the Company are listed on Bombay Stock Exchange and Madras Stock Exchange. The Shares of the Company are permitted to be traded on National Stock Exchange.

The Annual listing fees for the financial year 2011-12 has been paid by the Company to the Stock Exchange(s)

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appre- ciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other busi- ness constituents during the year under review. Your Di- rectors also wish to place on record their deep sense of appreciation for the commitment displayed by all the ex- ecutives, officers, consultants and staff, resulting in the successful performance during the year.

By order of the Board of Directors

For Vipul Limited

Sd/- Sd/-

Place : Gurgaon Punit Beriwala Anil Kumar Agrawal

Date : August 9, 2011 Managing Director Director

 
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