DIRECTORS' REPORT

TO

THE MEMBERS,

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.

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).

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:

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 benefit 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 fix 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 alongwith 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 along with 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.Qualified 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.

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, creche 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/files/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 profile 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/files/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/files/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/- P unit Beriwala

Managing Director DIN: 00231682

Sd/-Vikram Vasheshar Kochhar

Director DIN: 03098195

Place : Gurgaon  

Date : August 12, 2015