Vipul Limited

Vipul TechSquare Golf-Course Road, Sector-43 Gurgaon - 122 009 Tel: -91-124-4065500 Fax: 91-124-406 1000 E-mail: [email protected] www.vipulgroup.in

Ref.No.VIPUl/SEC/FY2021-22/~I).)'"	September04,2021
TheSecretary	TheManager(Listing)
BSELimited,(EquityScripCode:511726)	NationalStockExchangeofIndiaLimited,

BSELimited,(EquityScripCode:511726)	NationalStockExchangeofIndiaLimited,
CorporateRelationshipDepartment,	(EquityScripCode:VIPULLTD)
At:1ST Floor,NewTradingRing,Rotunda	ExchangePlaza,BandraKurlaComplex,
Building,PhirozeJeejeebhoyTowers,Dalal	Bandra,Mumbai-400051
Street,Fort,Mumbai-400001

Sub: Submission of Annual Report of the Company for the Financial Year 2020-21pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations").

Dear Sir(s),

In terms of the Regulation 34 of the Listing Regulations, please find attached the copy of the Annual Report for the financial year 2020-21 along with the Notice of the Annual General Meeting circulated/ dispatched to shareholders of the Company through electronic mode whose e-mail addresses are registered with the Company / Depository Participants / Registrar and Transfer Agent, in respect of 30th Annual General Meeting, scheduled on Wednesday, September 29, 2021at 12.00Noon through Video conferencing / Other Audio Visual Means, in accordance with the General Circular issued by Ministry of Corporate Affairs dated January 13, 2021 read with General Circulars dated April 8, 2020,April 13, 2020 & May 05, 2020 and SEBI Circular dated January 15, 2021and May 12,2020.

The deemed venue of the Annual General Meeting of the Company is the registered office of the Company i.e. Unit No. 201,C-50,Malviya Nagar, New Delhi-110017.

The Annual Report of the Company is also available on the website of the Company at www.vipulgroup.in .

Kindly take the aforesaid information on record in compliance of the Listing Regulations and bring the same to the notice of all concerned.

Encl: As above

BOARD OF DIRECTORS ("BOARD")

Shri Punit Beriwala Managing Director & CEO Ms. Ameeta Verma Duggal Director Shri Kapil Dutta Director Shri Vikram Kochhar Director Ms. Vishaka Beriwala Director Shri Ajay Arjit Singh* Director Dr. Bidhubhusan Samal** Director *appointed w.e.f. 23.03.2021 **Ceased w.e.f. 10.07.2020

CHIEF FINANCIAL OFFICER

Shri Anil Kumar Tibrewal

COMPANY SECRETARY

Shri Sunil Kumar

REGISTERED OFFICE

Unit No. 201, C-50, Malviya Nagar, New Delhi-110 017

CORPORATE OFFICE

Vipul TechSquare, Golf Course Road, Sector-43, Gurgaon-122 009, Haryana

AUDITORS

M/s. JSUS & Associates Chartered Accountants

BANKER(S)/INSTITUTION(S)

DMI Finance Pvt. Ltd. Kotak Mahindra Bank Ltd. Indian Overseas Bank Punjab National Bank PNB Housing Finance Ltd.

Contents	PageNo.
Notice	2
Board's Report	18
Business Responsibility Report	54
Report on Corporate Governance	62
Management Discussion & Analysis Report	95
Standalone Balance Sheet
Auditor's Report	102
Balance Sheet	112
Profit & Loss Statement	113
Notes to the Financial Statements	115
Cash Flow Statement	144
Consolidated Balance Sheet
Auditor's Report	145
Balance Sheet	154
Profit & Loss Statement	155
Notes to the Financial Statements	157
Financial Details of Subsidiaries	188
Cash Flow Statement	191

NOTICE

NOTICE is hereby given that the 30th Annual General Meeting of Vipul Limited will be held on Wednesday, September 29, 2021 at 12:00 Noon through video conferencing (VC)/ other audio-visual means (OAVM) to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the:

(a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, including the Standalone Audited Balance Sheet as at March 31, 2021 and the Standalone Statement of Profit & Loss for the year ended on that date and the Reports of Board of Directors and Auditors' thereon; and in this regard, to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: -

"RESOLVED THAT the audited standalone financial statements of the Company including the balance sheet as at March 31, 2021, the statement of profit & loss, the cash flow statement for the year ended on that date and the reports of the Board of Directors and Auditors, thereon as circulated to the members with the notice of the annual general meeting and submitted to this meeting be and are hereby received, considered and adopted."

(b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 including the Audited Consolidated Balance Sheet as at March 31, 2021 and the Consolidated Statement of Profit & Loss for the year ended on that date and the report of the Auditors' thereon and in this regard, to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: -

"RESOLVED THAT the audited consolidated financial statements of the Company including the balance sheet as on March 31, 2021, the statement of profit & loss, the cash flow statement for the year ended on that date and the report of the Auditors thereon as circulated to the members with the notice of the annual general meeting and submitted to this meeting be and are hereby received, considered and adopted."

To appoint a Director in place of Ms. Vishaka Beriwala (DIN:07323616), who retires by rotation and being eligible, offers herself for re-appointment, and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Vishaka Beriwala (DIN: 07323616), who retires by rotation at this meeting and being eligible has offered herself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESS:

3. RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITORS FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-

"RESOLVED THAT pursuant to the provisions of applicable laws, M/s. Vijender Sharma & Co., the Cost Auditor appointed by the Board of Directors of the Company to audit the cost records maintained by the Company for the financial year ending March 31, 2022, be paid a remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) plus applicable taxes and reimbursement of out-of pocket expenses;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, matters, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

4. APPOINTMENT OF MR. AJAY ARJIT SINGH (DIN: 03051938) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: -

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Ajay Arjit Singh (DIN :03051938), aged 47 year and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) read with Regulation 17(1)(A) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Mr. Singh's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from September 29, 2021 upto September 28, 2026.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Unit No. 201, C-50, For Vipul Limited Malviya Nagar, New Delhi-110017 CIN:L65923DL2002PLC167607

Website: www.vipulgroup.in Sunil Kumar E-mail: [email protected] Company Secretary Tel: : 91 1244065500 Fax: 91 1244061000 A-38859 Place: Gurugram Date: : August 14, 2021

Registered Office: By order of the Board

sd/-

Notes:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('Act') in respect to Special Business set out in the Notice is annexed hereto and the relevant details of the Directors seeking appointment as set out in Item No. 4 above as required by Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and as required under Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, are annexed hereto above as. Further the additional information with respect to Items no. 2 is also annexed hereto.
1. Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs ('MCA') issued General Circular Nos.14/2020, 17/2020 and20/2020 dated 8th April, 2020, 13th April 2020 and 5th May, 2020 (collectively 'MCA Circulars'), respectively and by General Circular No. 02/2021 dated 13th January, 2021, allowed companies whose Annual General Meeting ('AGM') were due to be held in the year 2020 or becoming due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 ("MCA Circulars"). The Securities and Exchange Board of India ('SEBI') also issued Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 the validity of which has been extended till 31st December, 2021 by SEBI, vide its Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15th January, 2021 ("SEBI Circulars"). In compliance with these Circulars, provisions of the Companies Act, 2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 30th AGM of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of members at a common venue. The Members can attend and participate in the AGM through VC/OAVM only. The deemed venue for the AGM shall be the Registered Office of the Company i.e. Unit No. 201, C-50, Malviya Nagar, New Delhi-110017.
1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship & Share Transfer Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the aforesaid Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) and Corporate members whose authorized representatives are intending to attend the meeting are requested to send to the Company at [email protected], a certified copy of the board resolution authorizing such representative to attend the AGM through VC/OAVM, and cast their votes through e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].
1. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
1. Details of Directors retiring by rotation /seeking appointment /re-appointment at this Meeting are provided in the "Annexure" to the Notice.

1. In compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 read with Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.vipulgroup.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Company's Registrar and Transfer Agent, MAS Services Limited, i.e. www.masserv.com, and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl. com.
1. The requirements to place the matter relating to appointment of Statutory Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 07, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors, who were appointment in the Annual General Meeting, held on September 22, 2017.
1. The Register of Members and the Transfer Books of the Company will remain closed from Wednesday, September 22, 2021 to Wednesday, September 29, 2021, both days inclusive, for annual closing.
1. The Company's Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) are M/s MAS Services Limited, having their Registered Office at T-34, IInd Floor, Okhla Industrial Area, Phase-II, New Delhi-110020.
1. Members who have not yet encashed their dividend warrants for the earlier years are requested to write to the Secretarial Department at the Registered / Corporate Office of the Company to claim the dividend. Details of unclaimed dividend as on September 25, 2020 (date of last Annual General Meeting) are available in the investors section of the website of the Company i.e. www.vipulgroup.in.

Member may note that during the financial year 2021-22, the Company will be required to transfer to the Investor Education and Protection Fund, dividend declared in the Annual General Meeting of the Company held on September 24, 2014 and which is lying unclaimed with the Company for a period of seven years from the date of transfer to the Unpaid Dividend.

1. Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has, during the financial year 2020-21, were required to transfer to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer, i.e. October 30, 2021. Details of shares which were required to transfer to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: www.vipulgroup.in/assets/invester-pdf/unpaid-unclaimed-amounts/List-Shareholders-for-Unclaimed-IEPF-Shares-AC.pdf. The Company has received the request from the shareholders of the Company for transfer of dividend for the last seven consecutive years.
1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, MAS Services Limited to provide efficient and better services.
1. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or MAS Services Limited (Registrar and Transfer Agents) for assistance in this regard.

Further, Members who hold shares in physical mode in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to MAS Services Limited (Registrar and Transfer Agents), for consolidation into a single folio.

SEBI had vide Notification Nos. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and SEBI/LAD-NRO/ GN/2018/49 dated November 30, 2018 read with BSE circular no. LIST/COMP/15/2018-19 dated July 05, 2018 and NSE circular no. NSE/CML/2018/26 dated July 09, 2018 directed that transfer of securities would be carried out in dematerialised form only with effect from 1st April 2019, except in case of transmission or transposition of securities.In view of the above and to avail the benefits of dematerialisation, Members are requested to consider dematerialising shares held by them in physical form. Accordingly, the Company/ RTA has stopped accepting any fresh lodgement of transfer of shares in physical form.

1. Members holding shares in physical mode:
- (a) are required to submit their Permanent Account Number (PAN) and Bank Account details to the Company/ MAS Services Limited (Registrar and Transfer Agents), if not registered with the Company as mandated by SEBI.
- (b) are advised to register the nomination in respect of their shareholding in the Company. Nomination Form (SH-13) is put on the Company's website and can be accessed at link http://www.vipulgroup. in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchangenomination-form5b31e86bdf811.pdf .
- (c) are requested to register/update their email address with the Company/ MAS Services Limited (Registrar and Transfer Agents) for receiving all communication from the Company electronically.
1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM.

All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].

Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Wednesday, September 22, 2021 through email on [email protected] same will be replied by the Company suitably.

1. In case of joint holders attending the meeting through VC/OAVM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
1. In support of the "Green Initiative" announced by the Government of India vide Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively and as well as Regulation 36 of SEBI (LODR) Regulations, 2015 and pursuant to the provisions of Section 101 and Section 136 of the Act, electronic copy of the Annual Report and this Notice, inter alia indicating the process and manner of remote e-voting along with attendance slip and proxy form are being sent by e-mail to those Members whose e-mail addresses have been made available to the Company/ Depository Participants unless the Member has requested for a hard copy of the same. For Members who have not registered their e-mail addresses, physical copies of the Annual Report & this Notice inter alia indicating the process and manner of remote e-voting along with attendance slip and proxy form will be sent to them in the permitted mode.

The Company hereby requests the Members who have not updated their email IDs to update the same with their respective Depository Participant(s) or the MAS Services Ltd, Registrar and Transfer Agent (R&T) of the Company. Further, Members holding shares in electronic mode also requested to ensure to keep their email addresses updated with the Depository Participants/R&T of the Company. Member holding shares in physical mode are also requested to update their email addresses by writing to the R & T of the Company quoting their folio number(s).

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the Securities Market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding the shares in physical form can submit their PAN details to the Company/R&T.
1. Brief resume of Directors proposed to be reappointed as stipulated under Regulations 36 (3) of SEBI (LODR) Regulations, 2015 is provided in this Annual Report.
1. Members may also note that the Notice of 30th Annual General Meeting and Annual Report for the financial year 2020-2021 is also available on the website of the Company i.e. www.vipulgroup.in and on the website of NSDL viz., www.evoting.nsdl.com. M/s AVA Associates through its Partner Mr. Vinod Kumar Gupta, Practicing Company Secretary (Membership No. F3648, COP No. 2148), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated January 15, 021 read with Circular dated May 12, 2020, the Annual Report including audited financial statements for the financial year 2020- 2021 including notice of 30th AGM is being sent only through electronic mode to those Members who have not registered their e-mail address so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

In case you have not registered your email id with depository or RTA you may registered your email id in following manner.

Physical Holding	Send a signed request to Registrar and Transfer Agents of the Company, MASServices Limited at [email protected] providing Folio number, Name of theshareholder, scanned copy of the share certificate (Front and Back), PAN( Selfattested scanned copy of PAN Card), AADHAR ( Self attested scanned copy ofAadhar Card) for registering email address.
Demat Holding	Please contact your Depositary Participant (DP) and register your emailaddress as per the process advised by DP.

Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

24. PROCEDURE FOR REMOTE E-VOTING

(1) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

In compliance of Regulation 44 of the SEBI Listing Regulations, Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with the relevant Rules thereunder, the Company is pleased to provide remote e-voting facility to members to cast their vote on all resolutions set forth

in the notice convening the 30th Annual General Meeting (AGM) to be held on Wednesday, September 29, 2021 at 12.00 Noon. The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing remote e-voting facility to its members.

(2) The remote e-voting period commences on Saturday, September 25, 2021, 9.00 am and ends on Tuesday, September 28, 2021, 5.00 pm. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Wednesday, September 22, 2021, may cast their vote electronically through remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. A person who is not a Member as on the cut-off date should treat this notice for information purposes only.
(3) The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
(4) The facility for voting through electronic voting system shall be made available during the AGM and only those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.
(5) AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
(6) The process and manner for remote e-voting are as under:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERALMEETING ARE ASUNDER:-

The remote e-voting period begins on Saturday, September 25, 2021 at 09:00 A.M. and ends on Tuesday, September 28, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 22, 2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 22, 2021.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders	Login Method
Individual Shareholdersholdingsecuritiesindemat mode with NSDL.	1. If you are already registered for NSDL IDeAS facility, please visit thee-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the "BeneficialOwner" icon under "Login" which is available under "IDeAS" section. Anew screen will open. You will have to enter your User ID and Password.After successful authentication, you will be able to see e-Voting services.Click on "Access to e-Voting" under e-Voting services and you will be ableto see e-Voting page. Click on options available against company name ore-Voting service provider – NSDL and you will be re-directed to NSDLe-Voting website for casting your vote during the remote e-Voting period orjoining virtual meeting & voting during the meeting.
	2. If the user is not registered for IDeAS e-Services, option to register isavailable at https://eservices.nsdl.com. Select "Register Online forIDeAS"Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or ona mobile. Once the home page of e-Voting system is launched, click on theicon "Login" which is available under 'Shareholder/Member' section. A newscreen will open. You will have to enter your User ID (i.e. your sixteen digitdemat account number held with NSDL), Password/OTP and a VerificationCode as shown on the screen. After successful authentication, you will beredirected to NSDL Depository site wherein you can see e-Voting page. Clickon options available against company name or e-Voting service provider -NSDL and you will be redirected to e-Voting website of NSDL for castingyour vote during the remote e-Voting period or joining virtual meeting &voting during the meeting.
Individual Shareholdersholdingsecuritiesindemat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login throughtheir user id and password. Option will be made available to reach e-Votingpage without any further authentication. The URL for users to loginto Easi / Easiest are https://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the EVoting Menu. The Menu will have links of e-Voting service provider i.e.NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is availableat https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing dematAccount Number and PAN No. from a link in www.cdslindia.com home page.The system will authenticate the user by sending OTP on registered Mobile& Email as recorded in the demat Account. After successful authentication,user will be provided links for the respective ESP i.e. NSDL where thee-Voting is in progress.
Individual Shareholders(holdingsecuritiesindematmode)loginthrough their depositoryparticipants	You can also login using the login credentials of your demat account throughyour Depository Participant registered with NSDL/CDSL for e-Voting facility.Once login, you will be able to see e-Voting option. Once you click on e-Votingoption, you will be redirected to NSDL/CDSL Depository site after successfulauthentication, wherein you can see e-Voting feature. Click on options availableagainst company name or e-Voting service provider-NSDL and you will beredirected to e-Voting website of NSDL for casting your vote during the remotee-Voting period or joining virtual meeting & voting during the meeting.

Vipul Limited

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk
holding securities in demat	by sending a request at [email protected] call at toll free no.: 1800
mode with NSDL	1020 990 and 1800 22 44 30
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk
holding securities in demat	by sending a request at [email protected] or contact at
mode with CDSL	022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.
1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices. nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.	For example if your DP ID is IN300* and Client ID is 12** thenyour user ID is IN30012*.
b) For Members who hold shares in demataccount with CDSL.	16 Digit Beneficiary ID
	For example if your Beneficiary ID is 12************ then your userID is 12************
c) For Members holding shares in Physical	EVEN Number followed by Folio Number registered with the company
Form.	For example if folio number is 001* and EVEN is 101456 then user IDis 101456001*

1. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
1. Now, you will have to click on "Login" button.
1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

(7) General Instructions:

A. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) and e-voting user manual' for Shareholders available at the download section of NSDL's e-voting website www.evoting. nsdl.comor call on toll free No. 1800 1020 990 and 1800 22 44 30 or send a request to (Name

of NSDL Official) at [email protected]. In case of any grievance(s) in connection with voting by electronic means, you may send an e-mail to the Compliance Officer at [email protected] or to Mr. Shrawan Mangla, General Manager at [email protected].

B. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the 'Forgot User Details/Password?' or 'Physical User Reset Password?' option available on [email protected] to reset the password.
C. If you are already registered with NSDL for e-voting then you can use your existing user ID and password/ PIN for casting your vote.
D. The voting rights of members shall be in proportion to their share in the paid-up equity share capital of the Company as on Wednesday, September 22, 2021, being the cut-off date. Members are eligible to cast vote only if they are holding shares as on that date.
E. Any person, who acquires shares of the Company and becomes a member of the Company after the dispatch of the Notice and holding shares as on the cut- off date i.e. Wednesday, September 22, 2021, may obtain the user ID and Password by sending a request at [email protected] or secretarial@ vipulgroup.in. However, if they are already registered with NSDL for remote e-voting, then they can use their existing user ID and password/PIN for casting their vote. If they have forgotten their password, they can reset their password by using 'Forgot User Details/ Password' option available on [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30.
F. M/s. AVA Associates through its Partner Mr. Vinod Kumar Gupta, Practicing Company Secretary (Membership No. F3648, COP No. 2148), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
G. At the AGM, at the end of discussion on the resolutions on which voting is to be held, the chairman shall, with the assistance of scrutinizer, order voting through electronic means for all those members who are present at the AGM through VC/OAVM but have not cast their votes electronically using the remote e-voting facility.
H. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
I. The results shall be declared not later than two working days from conclusion of the meeting. The results declared along with the Scrutinizer's Report will be placed on the website of the Company at www. vipulgroup.in and the website of NSDL: [email protected] immediately after the result is declared and will simultaneously be forwarded to BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. The results shall also be displayed at the notice board of Corporate Office i.e. Vipul Techsquare, Golf Course Road, Sector-43, Gurugram-122009/ Registered Office of the Company.
J. Subject to receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of the Meeting i.e. September 29, 2021.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] .
1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
1. Members are encouraged to join the meeting through laptops/desktops instead of mobiles for better experience.
1. Further members will be required to allow camera usage on their systems and use a good speed internet to avoid any disturbance during the meeting.
1. Please note that participants connecting through mobile devices or tablets or laptop, via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
1. Members who would like to express their views/ask questions during the meeting need to register themselves as a speaker by sending their request mentioning their name, demat account number/folio number, e-mail ID and mobile number at [email protected] on or before Wednesday, September 22, 2021 (6:00 pm IST)
1. Those members who have registered themselves as a speaker in advance will only be allowed to express their views/ask questions during the meeting.
1. The company reserves the right to limit the number of speakers depending on the availability of time at the AGM.
1. In case any assistance is needed, members may contact NSDL at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

ADDITIONAL INFORMATION WITH RESPECT TO ITEM NO. 2

ITEM NO. 2

Pursuant to Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard 1.2.5 of SS-2, Secretarial Standard on General Meetings:

Name of the Director	Ms. Vishaka Beriwala
DIN	07323616
Date of Birth	November 14, 1987
Date of appointment on the Board	13.11.2019
Qualification	She holds B.Com (Hons) degree from Delhi University and MBAfrom ESADE Business School, Barcelona Spain.
Experience & Brief profile and nature oftheir expertise in specific functional areas	Ms. Beriwala has experience of about 11 years with key focuson Marketing & Strategy Consultant, Market Research Analyst,Virtuous Retail, and Marketing & Quality Analyst & FacilityManagement. She is extremely competent to discharge thefunctions and tasks associated with her position as Non-ExecutiveDirector. She will play a crucial role in overseeing activities at theCompany.
Directorship held in other companies	-Greenfield Buildwell Private Limited-High Class Projects Limited-SPB Buildwell Private Limited-Bright Vyapaar Private Limited
Membership / Chairman ship of committeesacross all other public companies	NIL
Relationship with other Directors/Manager/Key Managerial Personnel	Being daughter of Mr. Punit Beriwala, Managing Director & ChiefExecutive Officer of the Company
Shareholding in the Company(Promoter Group)	NIL
No. of Board Meeting attended during the	05 (Five)
Calendar Year 2020
No. of Board Meeting attended during theFinancial Year 2020-21	05 (Five)
Whether debarred from holdings the officeof Director pursuant to any SEBI order orany other such authority	No

As per regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Vishaka Beriwala is neither a Chairman/Member of Audit Committee/ Stakeholders Relationship & Share Transfer Committee. However, Ms. Vishaka Beriwala is a member of Corporate Social Responsibility & Risk Management Committee of the Company.

Ms. Vishaka Beriwala is interested in the resolution set out at Item No. 2 of the Notice with regard to her re-appointment. Relatives of Ms. Vishaka Beriwala may be deemed to be interested in the resolution to the extent of their shareholding, if any, in the Company. Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company / their relatives except Mr. Punit Beriwala, Managing Director & Chief Executive Officer of the Company is, in any way, concerned or interested, financially or otherwise, in the resolution. Ms. Vishaka Beriwala is the daughter of Mr. Punit Beriwala. This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.

None of the other Directors or the Key Managerial Personnel or their relatives is in any way concerned or interested in the said resolution except to the extent of their respective shareholding in the Company, if any, as set out at item no. 2 of the Notice.

The Board recommends the resolution set forth in item no. 2 of the Notice for the approval of the members as an Ordinary Resolution.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013 ('Act'), the following explanatory statement sets out all material facts relating to the special business mentioned in the accompanying Notice:

Item No. 3

The Board, on the recommendations of the Audit Committee, has approved at their meeting held on August 09, 2021, the appointment of M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2021-22.

In accordance with provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, consent of the members is sought by passing an ordinary resolution as set out Item No. 3 of the Notice for ratification of remuneration payable to the Cost Auditors for the financial year 2021-22.

None of the Directors and Key Managerial Personnel of the Company and their relatives is in any way, concerned or interested, financial or otherwise, in the resolution set out at item no. 3 of the notice.

The Board recommends the resolution set forth in item no. 3 of the Notice for the approval of the members as an Ordinary Resolution.

Item No. 4

The Company received a notice from a Member under Section 160 of the Companies Act, 2013, signifying his intention to propose the candidature of Mr. Ajay Arjit Singh (DIN: 03051938) for the office of Independent Director of the Company.

Mr. Singh, aged 47 years, has experience of over 20 years of Sales and Marketing experience in Software Services Industry. He had worked with HP, Microland and Tata Honeywell. He is a gold medalist from NIT Jalandhar and Post-graduate from SCMHRD Pune. He is extremely competent to discharge the functions and tasks associated with him. He will play a crucial role in overseeing activities at the Company.

The other details of Mr. Singh in terms of Regulation 36(3) of the Listing Regulation and Secretarial Standard 2 is annexed to this Notice. Mr. Singh is not related to any Director of the Company.

In terms of proviso to sub-section (5) of Section 152, the Board of Directors is of the opinion that Mr. Ajay Arjit Singh fulfils the conditions specified in the Act for her appointment as an Independent Director. After taking into consideration the recommendation of the Nomination & Remuneration Committee, the Board is of the opinion that Mr. Ajay Arjit Singh's vast knowledge and varied experience will be of great value to the Company and has recommended the Resolution at Item No. 4 of this Notice relating to the appointment of Mr. Ajay Arjit Singh as an "Non-Executive Independent Director", not liable to retire by rotation for a period of five consecutive years w.e.f. September 29, 2021 upto September 28, 2026, for the your approval.

Mr. Singh has given a declaration to the Board that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations.

The Company has also received:-

(i) the consent in writing to act as Director and
(ii) intimation that he is not disqualified under section 164(2) of the Companies Act, 2013.
(iii) a declaration to the effect that he is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI).

A copy of the draft letter for the appointment of Mr. Singh as Non-Executive Independent Director setting out the terms & conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day and the same has also been put up on the Company website www.vipulgroup.in .

The other details of Mr. Singh, whose appointment is proposed at item nos. 4 of the accompanying Notice, have been given in the attached annexure.

Mr. Ajay Arjit Singh shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings.

As per regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ajay Arjit Singh is not a Chairman of Audit Committee/ Stakeholders Relationship & Share Transfer Committee.

Mr. Ajay Arjit Singh is interested in the resolution(s) set out in the Notice with regard to his re-appointment. His relatives may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/his relatives is, in any way, concerned or interested, financially or otherwise, in the resolution. This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations.

In compliance with the provisions of Section 149 read with Schedule IV of the Act and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends the Special Resolution as set out in the Notice for approval by the Members of the Company.

Unit No. 201, C-50, For Vipul Limited Malviya Nagar, New Delhi-110017 CIN:L65923DL2002PLC167607

Website: www.vipulgroup.in Sunil Kumar E-mail: [email protected] Company Secretary Tel: : 91 1244065500 Fax: 91 1244061000 A-38859 Place: Gurugram Date: : August 14, 2021

Registered Office: By order of the Board

sd/-

PROFILE OF DIRECTOR

Pursuant to Regulation 26(4) & 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Standard 1.2.5 of SS-2, Secretarial Standard on General Meetings:

Name of the Director	Mr. Ajay Arjit Singh
Category of Directorship	Non-Executive Independent Director
DIN	03051938
Date of Birth	January 11, 1974
Date of appointment on the Board	23.03.2021
Qualification, Experience & Brief profile andnature of their expertise in specific functionalareas	Mr. Ajay Arjit Singh has experience of over 20 years of Salesand Marketing experience in Software Services Industry. He hadworked with HP, Microland and Tata Honeywell. He is a goldmedalist from NIT Jalandhar and Post-graduate from SCMHRDPune. He is extremely competent to discharge the functionsand tasks associated with him. He will play a crucial role inoverseeing activities at the Company.
Directorship held in other companies	-Maxflow Technology &Solutions Private Limited-Innovage Fintech Private Limited

	-Innovage Investment Advisers Private Limited
	-High Class Projects Limited
	-Ammara Craft Maestros Private Limited
	-Innovage Technologies Private Limited-Daksha Skill Development Private limited
	-Enteleqi Prognostics Private Limited
Membership / Chairman ship of committees	NIL
across all other public companies
Relationship with other Directors/Manager/Key Managerial Personnel	NIL
Shareholding in the Company(Promoter Group)	NIL
No. of Board Meeting attended during theCalendar Year 2020	None
No. of Board Meeting attended during theFinancial Year 2020-21	None
Whether debarred from holdings the officeof Director pursuant to any SEBI order orany other such authority	No

Mr. Ajay Arjit Singh, Non-Executive Independent Director does not hold any shares in the Company as on the date of adoption of this report.

BOARD'S REPORT

To the Members,

Your Directors have the pleasure in presenting the Thirteeth Annual Report on the business and operations of the Company together with the audited finanacial statements for the financial year ended March 31, 2021.

1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

Rupees (In Lakhs)

Particular		Standalone for year ended31st March	Consolidated for year ended31st March
	2021	2020	2021	2020
Revenue from operations	3,567.39	16,097.33	3,721.68	17,647.07
Other Income	1,099.58	2,446.15	1,117.56	2,459.49
Total Income	4,666.97	18,543.48	4,839.24	20,106.56
Total Expenses	11,356.52	21,651.06	12,263.39	23,910.22
Profit /(Loss) before Tax	3,567.39	(3,107.58)	(7,424.15)	(3,803.66)
Add: share of profits from Associates	-	-	4.78	4.58
Less: Tax Expense:
(i) Current Year	-	-	(3.92)	0.20
(ii) Deferred tax	(1,754.68)	(364.59)	(1,754.65)	(364.43)
Profit / (Loss)of the year	(4,934.87)	(2,742.99)	(5,551.63)	(3,434.65)
Other Comprehensive Income
A. (i) Items that will not be reclassifiedto profit or loss	49.63	(50.61)	53.11	(51.16)
(ii) Income tax relating to items that willnot be reclassified to profit or loss	12.90	(17.68)	12.00	(17.83)
B. (i) Items that will be reclassified toprofit or loss	-	-	-	-
(ii)Income tax relating to items thatwill be reclassified to profit or loss	-	-	-	-
Total Comprehensive Income	(4,898.14)	(2,775.93)	(5,510.52)	(3,467.98)

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the balance sheet relates and the date of this report.

Impact of Covid-19

As a result of the pandemic, the global economy is projected to contract sharply by Negative 3% in 2020, much worse than during the 2008-09 financial crisis.

The Company's offices and project sites remained shut due to lockdown announced by Central and State Governments. As per regulatory orders issued from time to time, the Company saw partial resumption in May 2020, all offices and project sites of the Company got operational in line with respective state rules and regulations. However, the Company also started witnessing labor migration issues across all states. This had an adverse impact on operations at project sites. During April and May months we have seen sharp dip in sales but from June onwards we have seen marginal rise in inquiries and sales numbers has improved accordingly.

Post easement of lockdown we have started operations with necessary safety measures at all our offices and project sites in line with state guidelines. Since there has been a national lockdown in the months of April and May, the revenues and profitability of the business have been impacted.

Since this situation was exceptional and changing dynamically, the Company was not able to gauge with certainty, the future impact on its operations. However, the Company is confident about adapting to the changing business environment and respond suitably to fulfil the needs of its customers.

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 March 31, 2021.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is attached as Annexure A, which form part of this report and is also available on the website of the Company.

3. RESERVES

The Company has not transferred any amount to Reserve for the financial year ended March 31, 2021.

4. CASH FLOW STATEMENT

As required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement for the financial year ended March 31, 2021 is enclosed with the Balance Sheet and Statement of Profit and Loss of the Company.

Consolidated Cash Flow Statement of your Company and its Subsidiaries is enclosed with the Consolidated Audited Accounts/Financial Statements.

5. FINANCIAL OVERVIEW

STANDALONE

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

The total revenue of the Company stood at Rs. 4,666.97 Lakh as compared to Rs.18,543.48 Lakh in the previous year. Loss after Tax (PAT) stood at Rs. 4,934.87 Lakh as compared to Loss of Rs. 2,742.99 Lakh in the previous year, (after taking the impact of INDAS).

The earnings per share on an equity share having face value of Rs. 1/- stands at Rs. (4.11)per share as compared to Rs. (2.29) per share in the previous year.

CONSOLIDATED

` The consolidated revenues stood at Rs. 4,839.24 Lakh as against Rs. 20,106.56 Lakh in the previous year. The Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign etc.

6. CORPORATE GOVERNANCE

The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has Vipul Limited

implemented several best corporate governance practices as prevalent globally. The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

The Company has laid down a Code of Conduct for the Directors as well as for all Senior Management of the Company. As prescribed under Regulation 17(5) of the listing regulation, a declaration signed by the Managing Director and Chief Executive Officer affirming compliance with the Code of Conduct by the Director and Senior Management personnel of the Company for the Financial Year 2020-21 forms part of the Corporate Governance Report.

7. Business Responsibility Report

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

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

9. CHANGE IN NATURE OF BUSINESS, IF ANY

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

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY

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

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

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

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

13. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

As on March 31, 2021, the Company has 17 subsidiary companies and 05 Associate companies. During the year, the Company has made disinvestment in M/s Vipul Lavanya Developers Limited by sale of 24500 and 25500 equity shares of Rs. 10/- on November 27, 2020 and March 02, 2021 respectively. Consequently, M/s Vipul Lavanya Developers Limited has ceased to be the subsidiary company of Vipul Limited. There has been no change in the nature of business of subsidiaries, during the year under review.

The Consolidated Financial Statement has been prepared in accordance with the IND AS prescribed by the Companies Act, 2013 in this regard and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchange(s). The Audited Consolidated Financial Statement and Cash Flow Statement, comprising of the Company & its subsidiaries forms part of this Annual Report. The consolidated Profit and Loss Statement does not include the financial information of one of the subsidiary along with its four subsidiaries while the statement of consolidated Assets and Liabilities for the year ended March 31, 2021 includes the Consolidated Balance Sheet of the said subsidiary for the year ended March 31, 2018.

The Auditors who had audited the Consolidated Financial Statement of the said subsidiaries had expressed a modified opinion on the Consolidated Financial Statement for the Year Ended March 31, 2021, in the absence of Audited Financial Statement for the Year ended March 31, 2018, March 31, 2019 and March 31, 2020, the Board is unable to comment on whether the circumstances which resulted in the modified opinion still exist.

In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are given at an Annexure to the Consolidated Financial Statements.

In accordance with third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on 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 atwww. vipulgroup.in. Web link is: http://www.vipulgroup.in/investors-relations#balance-sheets-of-subsidiarycompanies .

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, pursuant to the provisions of Section 129 (3) by the Companies Act, 2013, 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. Web-link is: http://www.vipulgroup.in/ assets/invester-pdf/balance-sheets-subsidiary-companies/balance-sheets-of-subsidiary-companies-aoc1- 2019-205ff55ca22fa50.pdf and hence not repeated here for the sake of bravity.

The Company has framed the policy for determining the Material Subsidiaries. The Company does not have any material subsidiary as on March 31, 2021. The Policy for determining material subsidiaries of the Company is available on the Company's website at www.vipulgroup.in . Web-link is: http://www. vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstockexchange-policy-on-materiality-and-delaing-with-related-party-transactions61232ca4ac4ee.pdf .

14. DEPOSITS

During the financial year 2020-21, 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.

15. A. SHARE CAPITAL

During the financial year 2020-21, there was no change in the share capital of the company.

The paid up Equity Share Capital as on March 31, 2021, 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

B. TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Companies Act, 2013, the dividends pertaining to financial year 2012-13 which was lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2020-21. The details of unclaimed dividend transferred to the Investor Education and Protection Fund are detailed in the Corporate Governance Report forming part of this Annual Report.

C. INVESTOR RELATIONS

Investor Relations have been cordial during the year. As per the Circular No. CIR/OIAE/2/2011 dated June 03, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has an Investor Grievance Committee to redress the issues relating to investors. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

16. LISTING

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

17. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI

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

18. ANNUAL RETURN

In terms of the Section 92 (3) of Companies Act, 2013 as amended, the Annual Return of the Company is placed on the website of the Company http://www.vipulgroup.in/assets/invester-pdf/notice-shareholdersstock-exchange/notice-for-shareholdersstock-exchange-annual-return-fy-2020-216127681046571.pdf

19. AUDITORS AND AUDITORS REPORT

19.1 Statutory Auditors

M/s. JSUS & Associates, Chartered Accountants (Firm Registration No. 329784E), Statutory Auditors of the Company hold office up to the conclusion of 31st Annual General Meeting.

The requirements to place the matter relating to appointment of Statutory Auditors for ratification by members at every Annual General Meeting had been done away with vide notification dated May 07, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution has been proposed for ratification of appointment of Statutory Auditors, who were appointment in the Annual General Meeting, held on September 22, 2017.

Independent Auditor's Repot

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 March31,2021, referred to in Auditor's Report are self-explanatory and therefore do not call for any further comments.

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

19.2 Cost Auditors

The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Vijender Sharma & Co., Cost Accountants, as Cost Auditors of the Company for the financial year 2021-22 at a remuneration of Rs. 80,000/- (Rupees Eighty Thousand Only) p.a. (exclusive of out of pocket expenses and applicable taxes). The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

The Cost Audit Report was received by the Board of Directors on November 12, 2020 for the Financial Year 2019-20. The due date for filing the Cost Audit Report of the Cost Auditor of the Company for the Financial Year ended March 31, 2020 was December 11, 2020. The Cost Audit Report was filed in XBRL mode on December 29, 2020.There are no qualifications or adverse remarks in the Cost Audit Report which require any explanation from the Board of Directors.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of cost auditors for financial year 2021-22 is placed for ratification by the Members in the ensuing Annual General Meeting.

The Company has maintained Cost Records in accordance with Section 148(1) of the Companies Act, 2013.

19.3 Secretarial Auditors

The Secretarial Audit was carried out by M/s. AVA Associates, through its Partner Mr. Amitabh, practicing Company secretary (Membership No. 14190, COP No.5500) for the financial year 2020-21. The Report given by the Secretarial Auditors is annexed as "Annexure B" and forms an integral part of this Report. There has been some qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

In terms of Section 204 of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. AVA Associates, through its Partner Mr. Vinod Kumar Gupta, practicing Company secretary (Membership No. 14190, COP No. 5500), as the Secretarial Auditors of

the Company in relation to the financial year 2021-22. The Company has received their consent for appointment.

20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

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

21. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

	Expenditure/Earning in	(In Lakhs)
S. No.	Foreign Currency	Year ended 31.03.2021	Year ended 31.03.2020
i.	Expenditure in Foreign Currency•Travelling•Professional Charges•Others	NilNilNil	NilNilNil
ii.	Earning in Foreign Currency•Receipt from customers	Nil	Nil

Activities Relating to Exports; Initiatives taken to increase exports; development of new export market for product& services and export plans are not applicable to the Company.

22. Significant and Material Orders Passed by The Regulators or Courts or Tribunals

There were no significant material orders passed by the Regulators/Courts/ Tribunals during the financial year 2020-21 which would impact the going concern status of the Company and its future operations.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Vipul Limited continues to be a socially conscious business enterprise. It is the philosophy of the Company that the benefits of growth and prosperity should be continuously shared with the people at large. As part of initiatives under CSR, the Company has undertaken projects in the areas of promotion of education & healthcare, which are in accordance with the CSR policy of the Company and Schedule VII of the Companies Act, 2013.

The CSR committee comprises of Independent Directors namely Mr. Vikram Kochhar, Ms. Vishaka Beriwala and Mrs. Ameeta Verma Duggal. The CSR Committee is responsible for formulating and monitoring the CSR policy of the Company from time to time.

The CSR policy may be accessed on the Company's website at www.vipulgroup.in. Weblink is:- http:// www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstockexchange-vipul-csr-policy61136de93372d.pdf. The annual report on Corporate Social Responsibility Activities is annexed herewith marked as "Annexure C" to this report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Ms. Vishaka Beriwala retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Her profile is provided in the Notice of Annual General Meeting. The board recommended her reappointment.

The Notice convening the Annual General Meeting, includes the proposal for re-appointment of Ms. Vishaka Beriwala as a Director. A brief resume of Ms. Vishaka Beriwala has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Ms. Vishaka Beriwala expertise in specific functional areas and the names of the companies in which she holds directorship and membership / chairmanship of the Board committees have also been provided in the Notice convening the 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 Section 149(6) of the Companies Act, 2013 and Regulation 16 & 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all independent directors have completed the registration with the independent director's databank.

Further, the Notice convening the Annual General Meeting also includes the proposal for regularization of Mr. Ajay Arjit Singh as a Non-Executive Independent Director of the Company, pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) read with Regulation 17(1)(A) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Mr. Singh's candidature for the office of Director, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from September 30, 2021 upto September 29, 2026.

Brief resumes of Ms. Vishaka Beriwala and Mr. Ajay Arjit Singh have been provided as Annexure to the Notice convening the Annual General Meeting.

Further, the Company has appointed Mr. Ajay Arjit Singh as an Additional Non-Executive Independent Director of the Company with effect from March 23, 2021.

Further, Dr. Bidhubhusan Samal, Non-Executive Independent Director of the Company resigned from the Board of Director effect from July 10, 2020.

Further, during the year under review, Mrs. Guninder Singh, Chief Financial Officer of the Company resigned from her position with effect from May 11, 2020 and Mr. Punit Beriwala has been appointed Chief Executive Officer of the Company with effect from May 11, 2020 in place of Mrs. Guninder Singh.

Further, Mr. Punit Beriwala has been re-designated as "Managing Director and Chief Executive Officer" of the Company with effect from May 13, 2020.

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

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

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

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board

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

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

26. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Company has adopted the Insider Trading Policy of the Company in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals of employees and maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company's website at www.vipulgroup.in.Web-link is:- http://www.vipulgroup.in/assets/investerpdf/model-code-conduct/model-code-of-conduct-code-of-conduct-for-the-prevention-of-insider-tradingeffective-wef-april-01-20195cb4317a32695.pdf.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Regulations), your Company has adopted the following-

i) Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders- The Said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.
ii) Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information-The Code ensures fair disclosure of events and occurrences that could impact price discovery in the market.
iii) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and Whistle Blower Policy for employees to report any leak or suspected leak of UPSI- The policy aims to enable the employees of the Company to report any leak or suspected leak of UPSI, procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate appropriate action and informing the SEBI promptly of such leaks, inquiries and results of such inquiries.
iv) Internal Control Mechanism to prevent Insider Trading- The Internal Control Mechanism is adopted to ensure compliances with the requirements given in the regulations and to prevent Insider Trading. The Audit Committee reviewed and found the same in order.

27. 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. They are also provided with necessary documents, reports, internal policies and site visits to enable them to familiarize with the Company's operations, its procedures and practices.

To familiarize the new inductees with the strategy, operations and functions of our Company, the Managing Director/Senior Managerial Personnel make presentations to the inductees about the 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. Web link is: - http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul-Directors%20 Familarization%20Policy.pdf .

28. BOARD MEETING

Five meetings of Board of Directors were held during the financial year 2020-21 i.e. on July 31, 2020, August 20, 2020, September 15, 2020, November 12, 2020 and February 12, 2021 and the gap between two consecutive meetings did not exceed one hundred and twenty days. In accordance with the provisions of Companies Act, 2013, a separate meeting of Independent Directors was held on February 12, 2021.

Due to the exceptional circumstances caused by the COVID-19 pandemic and consequent relaxations granted by MCA and SEBI, all Board Meetings / Committee Meetings in financial year 2020-21 were held through Video Conferencing and information as mentioned in Schedule II Part A of the SEBI Listing Regulations have been placed before the Board for its consideration.

The necessary quorum was present throughout, for all meetings.

29. AUDIT COMMITTEE

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

The Audit Committee comprises of Independent Non-Executive Directors namely, Mr. Vikram Kochhar as Chairman, Mr. Kapil Dutta, Mr. Punit Beriwala & Ms. Ameeta Verma Duggal as its members.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.The said policy is available on Company's website at www.vipulgroup.in. Web-link is: http://www.vipulgroup. in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-vigil_ mechanism-vipul-group-2021-22-financial-year612627384afa0.pdf .

The Code provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

31. SAFETY

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

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

32. NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The Company has adopted 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 subsection (3) of Section 178 of the Companies Act 2013, is appended as Annexure "D" to this Report.

Neither the Managing Director nor any other Director receives any remuneration (except sitting fees) or commission from any of its subsidiaries except Ms. Vishaka Beriwala as she receives salary being Whole Time Director in one of Wholly Owned Subsidiary of the Company.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements

The Company has not granted any loan and advances in the nature of loans to any of its subsidiaries/ associates except those which are permitted/ exempted under the provision of Companies Act, 2013.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

In line with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Company has adopted policy on Materiality of and dealing with related party transactions. The amended Policy can be accessed on the Company's website www.vipulgroup.in . Web link is: http://www.vipulgroup.in/assets/invester-pdf/noticeshareholders-stock-exchange/notice-for-shareholdersstock-exchange-policy-on-materiality-and-delaingwith-related-party-transactions61232ca4ac4ee.pdf .

All Related Party Transactions are placed before the Audit Committee of the Company for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval on a quarterly basis.

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company that have a potential conflict with the interests of the Company.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, the Company has submitted the half yearly disclosure of related party transactions on a consolidated basis to the BSE Ltd and National Stock Exchange of India Ltd.

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

No material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the financial year of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

35. 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.

36. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

A report under Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013read with Rule 14 of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013on complaints was as under: -

		(a) number of complaints of sexual harassment received in the year					: NIL
--	--	--------------------------------------------------------------------	--	--	--	--	-------

	(b) number of complaints disposed off during the year	: NIL
	(c ) number of cases pending for more than ninety days	: NIL
	(d) number of workshops or awareness programme againstsexual harassment carried out	: NIL
(e)	nature of action taken by the employer or District Officer	: NA

37. RISK MANAGEMENT POLICY

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

The objective of risk management at the Company is to protect shareholders value by minimizing threats or losses, and identifying and maximising opportunities. An enterprise-wide risk management framework is applied so that effective management of risk is an integral part of every employee's job.

Vipul Limited

The Risk Management Policy of the Company is in place. The Company's risk management strategy is integrated with the overall business strategies of the organization and is communicated throughout the organisation. Risk management capabilities aidein establishing competitive advantage and allow management to develop reasonable assurance regarding the achievement of the Company's objectives.

The annual strategic planning process provides the platform for identification, analysis, treatment and documentation of key risks. It is through this annual planning process that key risks and risk management strategies are communicated to the Board. The effectiveness of risk management strategies is monitored both formally and informally by management and process owners. There is no major risk which may threaten the existence of the Company.

38. 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, 2021, the applicable accounting standards had been followed code 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, 2021 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.

39. Electronic Communication

As a responsible corporate citizen, the Company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to shareholders at their e-mail address registered with the Depository Participants and Registrar & Transfer Agent.

To support the 'Green Initiative' and in compliance of Rule 18 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Members who have not yet registered their email addresses or want to update a fresh email id are requested to register the same with their Depository Participant in case the shares are held by them in electronic form and with Company's RTA in case the shares are held by them in physical form for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Further, as permitted by MCA Circulars and SEBI Circulars issued from time to time, in view of the prevailing Covid-19 Pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the 30TH AGM and the Annual Report of the Company for the financial year ended March 31, 2021 including therein the Audited Financial Statements for the year 2020-21, the above documents are being sent only by email to the Members.

40. 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 their continued support. Your Directors are thankful to members for their continued patronage.

The Directors are thankful to the Government of India, the various ministries of the State Governments, Haryana Real Estate Regularity Authority, communities in the neighbourhood of our operations, municipal authorities of Gurugram, and local authorities in areas where we are operational in India; as also partners, governments and stakeholders in international geographies where the Company operates, for all the support rendered during the year under review.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

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

For & on behalf of the Board of Vipul Limited

Punit Beriwala Vikram Kochhar Managing Director & Director

sd/- sd/-

Place: Gurugram Chief Executive Officer DIN : 03098195 Date: August 14, 2021 DIN : 00231682

ANNEXURE 'A'

Dividend Distribution Policy

The Board of Directors (the "Board") of Vipul Limited (the "Company") at its meeting held on August 09, 2021 had adopted this Dividend Distribution Policy (the "Policy") as required by Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

Objective

The objective of this Policy is to establish the parameters to be considered by the Board of Directors of the Company before declaring or recommending dividend.

The Company has had an uninterrupted dividend payout since listing. In future, the Company would endeavour to pay sustainable dividend keeping in view the Company's policy of meeting the long-term growth objectives from internal cash accruals.

Circumstances under which the shareholders may or may not expect dividend

The Board of Directors of the Company, while declaring or recommending dividend shall ensure compliance with statutory requirements under applicable laws including the provisions of the Companies Act, 2013 and Listing Regulations. The Board of Directors, while determining the dividend to be declared or recommended, shall take into consideration the advice of the executive management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

The Board of Directors of the Company may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board.

Parameters to be considered before recommending dividend

The Board of Directors of the Company shall consider the following financial / internal parameters while declaring or recommending dividend to shareholders:

Profits earned during the financial year
Retained Earnings
Earnings outlook for next three to five years
Expected future capital /liquidity requirements
Any other relevant factors and material events.

The Board of Directors of the Company shall consider the following external parameters while declaring or recommending dividend to shareholders**:**

Macro-economic environment– Significant changes in Macroeconomic environment materially affecting the businesses in which the Company is engaged in the geographies in which the Company operates
Regulatory changes Introduction of new regulatory requirements or material changes in existing taxation or regulatory requirements, which significantly affect the businesses in which the Company is engaged
Technological changes which necessitate significant new investments in any of the businesses in which the Company is engaged.

Utilisation of Retained Earnings

The Company shall endeavour to utilize the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders.

The Company may utilise the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

Parameters that shall be adopted with regard to various classes of shares

The Company has issued only one class of shares viz. equity shares. Parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable regulations and will be determined, if and when the Company decides to issue other classes of shares.

Conflict in Policy

In the event of any conflict between this Policy and the provisions contained in the Listing Regulations, the Regulations shall prevail.

Amendments

The Board may, from time to time, make amendments to this Policy to the extent required due to change in applicable laws and Listing Regulations or as deemed fit on a review.

For & on behalf of the Board of Vipul Limited

Date: August 14, 2021 DIN : 00231682

sd/- sd/- Punit Beriwala Vikram Kochhar Managing Director & Director Place: Gurugram Chief Executive Officer DIN : 03098195

ANNEXURE 'B'

Form No. MR-3 SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

To, The Members, Vipul Limited Unit No 201, C–50, Malviya Nagar, New Delhi-110017

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Vipul Limited (hereinafter called the "Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company (as listed in Annexure A) and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021, complied with the laws listed hereunder and also that the Company has proper board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

a. The Companies Act, 2013 (the Act) and the rules made there under;
b. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
c. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
d. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
e. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): -
- The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
- The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
- The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
- The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
- The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
- The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
f. Other sector specific laws like the Real Estate (Regulation and Development) Act, 2016, Housing Board Act, 1965; Transfer of Property Act, 1882; Building and Other Construction Workers' (Regulation of Employment and Conditions of Services) Act, 1996.
g. Labour laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation and Labour laws of the respective States where the Company operates.
h. The Listing Agreements entered into by the Company with the Bombay Stock Exchange Ltd (BSE) and the National Stock Exchange of India Ltd (NSE).
i. The applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that: -

During the period under review the company does not have the required composition of minimum six directors on the Board as per the Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015. The total number of directors on the Board was below the required number i.e. composition of minimum six directors due to the resignation of Dr. B. Samal, Non-Executive Independent Director on July 10,2020, which was filled with appointment of Mr. Ajay Arjit Singh as an Additional Non-Executive Independent Director on March 23, 2021. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all the Directors to schedule the Board Meetings. Agendas and detailed notes on agendas were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions are carried through assent of the majority while the dissenting members' view are captured and recorded as part of the minutes of the meetings.

We further report that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that: -

1. The Company complied with the provisions of Section 149 of the Companies Act, 2013, and rules made thereunder. The Company has required number of Woman Director and Independent Directors on the Board except as reported in the paras above.
1. The Committees of the Board, met to transact businesses as under during the year:
- a) Audit Committee 4 times
- b) Corporate Social Responsibility Committee– 1 time
- c) Nomination and Remuneration Committee –1 time

d) Stakeholders Relationship Committee- 1 time
e) Risk Management Committee-1 time
f) Independent Directors Meeting 1 time
1. All regulatory reporting, including but not limited to the filing due with the stock exchanges listed, SEBI and the Ministry of Corporate Affairs (MCA) was done regularly except as reported herein in Annexure C.
1. The Company has 17 (Seventeen) subsidiaries and 5 (Five) associate companies.
1. During the year under review, the Company had not declared the dividend to its shareholders.

Our report is to be read along with the representations disclosed in Annexure B.

For M/s. AVA Associates Company Secretaries

Sd/- Amitabh Partner ACS: 14190 Place: Delhi CP: 5500

Annexure A- List of Documents Verified

1. Memorandum & Articles of Association of the Company.
1. Annual Reports of the Company.
1. Minutes of the meetings of the Board of Directors and the committees thereof (along with Attendance Register) held during the financial year under report.
1. Minutes of General Body Meetings held during the financial year under review.
1. Statutory Registers under the Companies Act, 2013.
1. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings.
1. Declarations received from the directors of the Company pursuant to the provisions of section 184 of the Companies Act, 2013.
1. E-Forms and documents filed by the Company, from time-to-time, under applicable provisions of Companies Act, 2013 and listing agreement and securities regulation laws along with the attachments thereof during the financial year under report.
1. Registers and returns maintained under various applicable labour laws.
1. Intimations / documents / reports / returns filed/ under the provisions of sectoral laws during the financial year under report.

For M/s. AVA Associates Company Secretaries

Sd/- Amitabh Partner ACS: 14190

Place: Delhi CP: 5500

Annexure B- Responsibility Statement

To,

The Members Vipul Limited Unit No 201, C–50, Malviya Nagar New Delhi-110017

Our report is to be read along with the following:

Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on the secretarial records based on our audit.

We have followed the audit practices and processes as were appropriate to obtain responsible assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we follow provide a responsible basis for our opinion.

We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.

The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.

The secretarial audit report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M/s. AVA Associates

Company Secretaries

Place: Delhi CP: 5500

Sd/- Amitabh Partner ACS: 14190

ANNEXURE 'C'

Deviations in Compliance and filing returns/reports with the stock exchanges

S.No.	Compliance Requirement (Regulations, circulars and guidelines including specific clause)	Deviations
1	Non-compliance with regulation 17(1)(c)of SEBI (LODR) Regulations, 2015 for theQuarter ended 31.12.2020	The Company does not have the required composition of minimumsix directors on the Board as per the Regulation 17(1)(c) of SEBI(LODR) Regulations, 2015
		The total number of directors on the Board was below the requirednumber i.e. composition of minimum six directors due to the resignation of Dr. B. Samal, Non-Executive Independent Director onJuly 10, 2020 which was filled with appointment of Mr. Ajay Arjit Singh as an Additional Non-Executive Independent Director onMarch 23, 2021
2.	Non-disclosure of material information required under Regulation 30 of SEBI (LODR)Regulations, 2015	The Company has not submitted the timely disclosure of materialinformation in respect of notice issued by PNB Housing FinanceLtd.
		NSE and BSE issued letters requiring information on the matterrelated with PNB Housing Finance Limited which was responded bythe Company to and also by taking note of the matter in the boardmeeting held on 12.02.2021. The Company has filed its submission in the matter on 16.02.2021.

For M/s. AVA Associates Company Secretaries

Sd/- Amitabh Partner ACS: 14190 Place: Delhi CP: 5500

ANNEXURE 'C'

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

1. Brief outline on CSR Policy of the Company

The CSR Policy of the Company recognizes the Company's commitment towards holistic welfare of the Society by undertaking CSR activities within the ambit of Schedule VII of the Companies Act, 2013 ("the Act"), as amended from time to time. The Company has entered into Memorandum of Understanding (MOU) with Quota International, a non-profit organization, for undertaking CSR activities in line with the provisions of Companies Act, 2013 & rules thereto, relating to School activities.

The CSR policy may be accessed on the Company's website at www.vipulgroup.in.

2. Composition of CSR Committee:

Sl.No.	Name ofDirector	Designation /Nature ofDirectorship	Number of meetingsof CSR Committeeheld during the year	Number ofmeetings ofCSR Committeeattended duringthe year
1.	Mr. VikramKochhar	Member, Non-ExecutiveIndependent Director	1	1
2.	Ms. AmeetaVerma Duggal	Chairperson, Non-ExecutiveIndependent Director	1	1
3.	Ms. VishakaBeriwala	Member, Non-Executive NonIndependent Director	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company. Web link is:- http://www.vipulgroup.in/assets/ invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-vipul-csrpolicy61136de93372d.pdf .
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): - NA
1. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: - NA

S.No.	Financial Year	Amount available forset-off from precedingfinancial years (in Rs)	Amount required to beset off or the financialyear, if any (in Rs)
1.	-	-	-
2.	-	-	-
3.	-	-	-
	Total	-	-

6. Average net profit of the Company as per section 135(5): Rs. (1,277.31) Lakhs
7. (a) Two percent of average net profit of the company as per section 135(5): NIL
- (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a+7b-7c): NIL
8. (a) CSR amount spent or unspent for the financial year: NIL

Total Amount	Amount Unspent (in Rs.)
Spent for theFinancialYear.		Total Amount transferred to UnspentCSR Account as per section 135(6).	Amount transferred to any fund specifiedunder Schedule VII as per second proviso tosection 135(5).
(in Rs.)	Amount	Date of transfer	Name of theFund	100%	Date oftransfer
-	-	-	-	-	-

(b) Details of CSR amount spent against ongoing projects for the financial year: - NA

(1)	(2)	(3)	(4)		(5)	(6)	(7)	(8)	(9)	(10)		(11)
Sl.No.	Nameof theProject.	Itemfrom thelist ofactivitiesinScheduleVII to theAct.	Localarea(Yes/No).		Location oftheproject.	Projectduration.	Amountallocatedfor theproject(in Rs.).	Amountspent inthecurrentfinancialYear (inRs.).	AmounttransferredtoUnspent CSRAccount fortheproject asper	Mode ofImplementation -Direct(Yes/No).		Mode ofImplementation -ThroughImplementingAgency
					State. District				Section135(6) (inRs.).		Name	CSRRegistrationnumber.
1.	-	-	-	-	-	-	-	-	-	-	-	-
2.	-	-	-	-	-	-	-	-	-	-	-	-
3.	-	-	-	-	-	-	-	-	-	-	-	-
	TOTAL	-	-	-		-	-	-	-	-	-	-

(1)	(2)	(3)	(4)		(5)	(6)	(7)		(8)
Sl.No.	Name ofthe Project.	Item fromthe list ofactivities in	Localarea(Yes/		Location of theproject.	Amountspent for theproject (in	Mode ofImplementation - Direct		Mode of Implementation -Through ImplementingAgency
		Schedule VIIto the Act.	No).	State.	District	Rs.)	(Yes/No).	Name	CSRRegistrationnumber.
1.	-	-	-	-	-	-	-	-	-
2.	-	-	-	-	-	-	-	-	-
3.	-	-	-	-	-	-	-	-	-
TOTAL

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent on Impact Assessment, if applicable: NA
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): NIL
(g) Excess amount for set off, if any: NIL

Vipul Limited

Sl.No.	Particular	Amount(in Rs.)
(i)	Two percent of average net profit of the company as per section 135(5)	-
(ii)	Total amount spent for the Financial Year	-
(iii)	Excess amount spent for the financial year [(ii)-(i)]	-
(iv)	Surplus arising out of the CSR projects or programmes or activities of theprevious financial years, if any	-
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	-

9.(a) Details of Unspent CSR amount for the preceding three financial years

SI.No.	PrecedingFinancialYear.	Amounttransferred toUnspent CSRAccount undersection 135 (6)	Amount spentin thereportingFinancial Year(in Rs.).		Amount transferred to any fundspecifiedunder Schedule VII as per section135(6), ifany.	Amountremaining to bespent in succeedingfinancialyears. (in Rs.)
		(in Rs.)		Nameof theFund	Amount(in Rs).	Date oftransfer.
1.	2019-20	-	965,446	-	-	-	185,554*
2.	2018-19	-	1,402,246	-	-	-	-
3.	2017-18	-	1,521,496	-	-	-	-
	TOTAL	-	3,889,188	-	-	-	185,554*

* The amount has been spent subsequently

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl.No	ProjectID	Name oftheProject.	Financial Yearin which theproject wascommenced	Projectduration	Totalamountallocatedfor theproject(in Rs.)	Amount spent onthe project in thereporting Financial Year(in Rs)	Cumulativeamount spentat the endof reportingFinancial Year.(in Rs.)	Status of theproject -Completed/Ongoing
1.	-	-	-	-	-	-	-	-
2.	-	-	-	-	-	-	-	-
3.	-	-	-	-	-	-	-	-
	TOTAL	-	-	-	-	-	-	-

In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details).

(a) Date of creation or acquisition of the capital asset(s): NA
(b) Amount of CSR spent for creation or acquisition of capital asset: NA
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: NA
(d) Provide details of the capital asset(s) created or acquired: NA

(including complete address and location of the capital asset)

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).: NA

For & on behalf of the Board of Vipul Limited

sd/- Punit Beriwala Managing Director & Cheif Executive Officer DIN : 00231682

sd/- Ameeta Verma Duggal Director DIN : 02532003

Place: Gurugram Date: August 14, 2021

ANNEXURE 'D'

NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

The Board of Directors ("the Board") of Vipul Limited ("the Company") has adopted this Nomination, Remuneration and Performance Evaluation Policy ("the Policy"). The Policy is in compliance with Section178 of the Companies Act, 2013 read with rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (hereinafter referred as "the Regulations"). The Policy shall apply to the Board, Key Managerial Personnel and the Senior Management Personnel of the Company.

DEFINITIONS

Key Managerial Personnel ("KMPs") as defined under the Companies Act, 2013.

"Senior Management" mean personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive Directors, including all the functional heads.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

Nomination & Remuneration Committee ("the Committee") duly constituted under the provisions of Section 178 of the Companies Act, 2013, comprises of following Directors as its Members:

• Mrs. Ameeta Verma Duggal
• Mr. Vikram Kochhar
• Mr. Kapil Dutta

The members of the Committee present at the meeting shall choose one amongst them to act as Chairman of the Committee. The Chairman of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee. The Chairman of the Committee could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

TERMS & REFERENCE

To formulate the criteria for determining qualifications, positive attributes and independence of a Director.
To recommend the Board for Appointment/ Removal of Director(s), Key Managerial Personnel(s) and Senior Management Personnel(s).
To carry out evaluation of Directors' performance.
To recommend to the Board on Remuneration for the Director(s), Key Managerial Personnel(s) and Senior Management Personnel(s).
To formulate the criteria for evaluation of Independent Director(s) and the Board.
To devise a policy on Board diversity.
To recommend to the board, all remuneration, in whatever form, payable to senior management.
Such other key issues/matters as may be referred by the Board or as may be necessary in view of the Regulations.
For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified

in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates."

REMUNERATION

The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Director(s), Key Management Personnel(s) and Senior Management Personnel(s) of the Company. The payment of Remuneration to them is governed by the provisions of the Companies Act, 2013 and rules thereto, if applicable.

The Company shall disclose the above information in the Board's report.

PERFORMANCE EVALUATION CRITERIA

The Committee shall carry out evaluation of performance of every Director, KMP's and Senior Management personnel of the Company.

The performance evaluation of Managing Director or Whole Time Director or Non-Independent Director(s) will be conducted by the Independent Directors in a separate meeting of the Independent Directors.

The performance evaluation of Independent Director(s) shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Company shall disclose the criteria for performance evaluation in its Annual Report.

CONFLICT OF INTEREST

A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

POLICY ON BOARD DIVERSITY

The Board of Directors shall have the optimum combination of Directors from the different areas/fields to meet the requirements of the business of the Company and/or applicable laws for the time being in force.

The Board shall have at atleast one Board member who has accounting or related financial management expertise and atleast three members who are financially literate.

AMENDMENT

The Board may review and amend this policy from time to time subject to the recommendations of Nomination & Remuneration Committee.

For & on behalf of the Board of Vipul Limited

sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

Place: Gurugram Date: August 14, 2021

1. CRITERIA FOR APPOINTMENT OF THE DIRECTORS:

(A) Qualifications for Directors (including Independent Directors):

• Persons of eminence, standing and knowledge with significant achievements in business, professions and/or public service.
• Their financial or business literacy/skills.
• Appropriate other qualification/experience to meet the objectives of the Company.
• Fulfillment of such other requirement of the Companies Act 2013, read with Rules made thereunder and Regulation 16(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended from time to time.

(B) Positive attribute of Directors (including Independent Directors):

• Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.
• Actively update their knowledge and skills with the latest developments in the industry, market conditions and applicable legal provisions.
• Willingness to devote sufficient time and attention to the Company's business and discharge their responsibilities.
• To assist in bringing independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.
• Ability to develop a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company.
• To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

(C) Independence of Directors:

• Independent Director shall meet the criteria specified in Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(2) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges.

2. CRITERIA FOR APPOINTMENT OF KMP/SENIOR MANAGEMENT:

• Persons possess the required qualifications, experience, skills& expertise to effectively discharge their duties and responsibilities.
• To practice and encourage professionalism and transparent working environment.
• To build teams and carry the team members along for achieving the goals/objectives and corporate mission.
• To adhere strictly to code of conduct.

CRITERIA FOR EVALUATION OF THE BOARD/INDEPENDENT DIRECTORS/COMMITTEE OF THE COMPANY

(A) Criteria of assessment of Independent directors:

KNOWLEDGE TOPERFORM THE ROLE	MEANINGFULPARTICIPATION	COMMUNICATIONS	PROFESSIONALCONDUCT ANDINDEPENDENCE
Demonstrates knowledgeof the Sector in whichthe Company operates	Comfortable beingan active, inquiringparticipant.	Communicates freelywith other Boardmembers.	Has complied withthe Code of BusinessConduct and Ethics.
Has understanding ofthe key risks facing theCompany.	Participates in Boardprocess in a meaningfulway.	Asks insightful questionsand raises thoughtprovoking perspectives.	Has complied with theCode of Conduct forprevention of InsiderTrading.
Has an understanding ofthe Key Policies of theCompany.	Has confidence andwillingness to expressideas and engage inconstructive discussion.	Willing to holdmanagementaccountable forperformance andresults.	-
-	Actively participates indecision making and iswilling to make toughdecisions.	Effective follow up onmatters on which he/shehas expressed concern.	-
-	Is diligent and faithfulin attending Board andCommittee meetings.	Listens with an openmind.	-

(B) Criteria of assessment of Board of Directors as a whole:

	STRATEGIC PLAN AND PERFORMANCE
1.	The Board has diversity of experience, background and appropriate composition.
2.	The Board monitors financial and other indicators throughout the year, and takes appropriate action asrequired.
3.	The Board regularly assesses strategic and operating risks and takes appropriates risks as required.
4.	The Board appropriately relates the compensation of the Executive Directors to performance.
5.	The Board is diligent in verifying the integrity of its financial and management controls and systems.
	MANAGEMENT INTERACTION
1.	The Board has an adequate process for educating and updating Directors on the business operations of theCompany.
2.	The number and length of Board Meetings is appropriate.
3.	The Board meetings are conducted effectively with sufficient time spent on significant matters.
4.	The amount of information received in Board agenda is appropriate for discussion and decision makingpurposes.
5.	The Board ensures that the management take action to achieve resolution when there are repeatobservations / reservations / comments from the statutory auditors.

	BOARD OF DIRECTORS OPERATIONS
1.	The Board has an adequate process for educating and updating Directors on the business operations ofthe Company.
2.	The number and length of Board Meetings is appropriate.
3.	The Board meetings are conducted effectively with sufficient time spent on significant matters.
4.	The amount of information received in Board agenda is appropriate for discussion and decision makingpurposes.
5.	The Board ensures that the management take action to achieve resolution when there are repeatobservations / reservations / comments from the statutory auditors.

(C) Criteria for Assessment Committees

Vipul Limited

	COMMITTEE STRUCTURE □ Audit □ Nomination and Remuneration □ Stakeholders Relationship&Share Transfer □ Corporate Social Responsibility □ Risk Management□ other Committees
1.	The Committee structures are appropriate.
2.	The delegation of responsibilities by the Board to its Committees is appropriate.
3.	The composition of the Committees is appropriate and in compliance with Regulation 18, 19, 20 & 21 ofSEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions ofthe Companies Act, 2013.
4.	The meetings are conducted in a manner that ensures open communication and meaningful participation.
5.	The amount of information received in agenda is appropriate for discussion and decision making purposes.
6.	The materials are received sufficiently in advance to adequately prepare for meetings.

For & on behalf of the Board of Vipul Limited

Place: Gurugram Date: August 14, 2021 sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

ANNEXURE 'E'

Form No. AOC-2

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: None
- (a) Name of Related Party and Nature of relationship of relationship: NA
- (b) Nature of contracts/arrangements/transactions: NA
- (c) Duration of the contract/arrangements/transaction: NA
- (d) Salient Terms of the Contracts/ arrangements/ transactions: NA
- (e) Justification for entering into such contracts or arrangements or transactions: NA
- (f) date(s) of approval by the Board: NA
- (g) Amount paid as advances, if any: NA
- (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: NA
1. Details of material contracts or arrangement or transactions at arm's length basis: None
- (a) Name(s) of the related party and nature of relationship: NA
- (b) Nature of contracts/arrangements/transactions: NA
- (c) Duration of the contracts/arrangements/transactions: NA
- (d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA
- (e) Date(s) of approval by the Board, if any: NA
- (f) Amount paid as advances, if any: NA

For & on behalf of the Board of Vipul Limited

Place: Gurugram Date: August 14, 2021 sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

ANNEXURE 'F (I)

The information 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 given as below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2020-21:

Non-executive Director	Ratio to medianremuneration
Dr. Bidhubhusan Samal*Non-Executive Independent Director	-
Mr. Kapil DuttaNon-Executive Independent Director	2.87
Mr. Vikram KochharNon-Executive Independent Director	3.49
Ms. Ameeta Verma DuggalNon-Executive Independent Director	3.49
Ms. Vishaka BeriwalaNon-Executive Independent Director	2.09
Mr. Ajay Arjit Singh**Non-Executive Director	-

Executives Directors	Ratio to medianremuneration
Mr. Punit Beriwala***	262.86
Managing Director & Chief Executive Officer

b. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2020-21:

Director, Chief Financial Officer, Chief Executive Officer and CompanySecretary	% increase inremuneration in thefinancial year 2020-21
Dr. Bidhubhusan Samal*Non-Executive Independent Director	Nil
Mr. Kapil DuttaNon-Executive Independent Director	Nil
Mr. Vikram KochharNon-Executive Independent Director	Nil
Ms. Ameeta Verma DuggalNon-Executive Independent Director	Nil
Ms. Vishaka BeriwalaNon-Executive Independent Director	Nil
Mr. Ajay Arjit Singh**Non-Executive Director	Nil
Mr. Punit Beriwala****Managing Director & Chief Executive Officer	Nil

Ms. Guninder Singh	Nil
Chief Executive Officer*****
Mr. Anil Kumar Tibrewal	Nil
Chief Financial Officer
Mr. Sunil Kumar	Nil
Company Secretary

*ceased w.e.f. July 10, 2020

**appointed with effect from March 23, 2021

***re-designated with effect from May 13, 2020

**** ceased with effect from May 11, 2020

c. The percentage increase in the median remuneration of the employees in the financial year: NIL
d. The number of permanent employees on the rolls of Company: 107 as on 31.03.2021
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was NIL, whereas the increase in the managerial remuneration for the same financial year was NIL.

f. Affirmation that the remuneration is as per the remuneration policy of the company.

The Company affirms the same..

For & on behalf of the Board of Vipul Limited

Place: Gurugram Date: August 14, 2021 sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

ANNEXURE 'F (II)

PARTICULARS OF EMPLOYEES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 197 (12) read with Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forming part of the Directors' report for the period ended March 31, 2021.

Name of Employee Designation of the employee Gross Remuneration (Rs.) P.M. Qualification Experience (in year) Date of Commencement of employment Age Previous employment Mr. Rakesh Sharma Sr. Vice President – BD Rs. 948291/- CA 38 31-Jul-06 61 Tapasya Project Ltd. Mr. Anil Kumar Tibrewal Chief Financial Officer Rs. 358348/- C.A 25 1-Sep-19 47 Ashiana Homes Pvt. Ltd. Mr. Sriyans Kumar Jain Addl. GM – Projects Rs. 311852/- AMIE- Civil 26 1-Aug-02 52 Unitech Limited Mr. Pravesh Manchanda Addl. GM - Projects Rs.311852/- Dip. In -Civil 32 18-Sep-03 53 Ardee Infrastructure Pvt. Ltd. Mr. Rashmi Ranjan Das General Manager Rs.285898/- PGDM 30 10-Sep-08 58 Dharitri Projects Pvt. Ltd. Mr. Kaustav Saha Deputy Chief Manager – Projects Rs. 209784/- B-E-Computer Science 24 01–May-2016 47 Vipul Modren Buildcon Pvt. Ltd. Mr. Amit Kumar Dhara ` DGM - Projects Rs. 206272/- Dip. In Civil 33 16-June-2011 57 Altrade infrastructure Pvt. Ltd. Mr. Ajay Sharma Asst. Chief Manager - Projects Rs. 176011/- Dip. In Civil 28 19-Sep-01 47 Sanitation & Fire fighting Co. Mr. Rajeev Kumar Chandra AGM - Projects Rs. 174446/- Dip. In Civil 35 05-Jul-02 59 HR Builder Mr. Abhijit Sadhu Dy. Chief Manager - Marketing Rs. 150766/- M. Com. 22 20-May-02 46 Dwarika Menswwear

(i) Names of the top ten employees in terms of remuneration drawn during the financial year 2020-21:

(ii) Employed throughout the financial year and was in receipt of remuneration for that year in aggregate, more than Rs. 1,20,00,000/- per annum:

Name ofEmployee	Designation ofthe employee	GrossRemuneration(Rs.)	Qualification	Experience(inyear)	Date ofCommencementof employment	Age	Previousemployment
Mr. PunitBeriwala*	ManagingDirector & ChiefExecutive Officer	Rs.1,13,00,000/-	B. Com.	33 Years	12/01/2002	57	Self Employed

* re-designated with effect from May 13, 2020

(iii) Employed for a part of the financial year and was in receipt of remuneration aggregating Rs. 850,000/- p.m.

Name ofEmployee	Designation	GrossRemuneration(Rs.)	Qualification	Experience(in year)	Date ofCommencement ofemployment	Age	Previousemployment
Mrs.GuninderSingh*	ChiefExecutiveOfficer	Rs. 14,57,424/-	B. Arch.	38 Years	01/07/2002	59	UnitechLimited

*ceased with effect from May 11, 2020

1. Gross remuneration includes Basic Salary, HRA, employer's contribution to provident, Superannuation fund or Annuity fund, Gratuity, Encashment of leave, medical reimbursement and other allowable allowances as per Income Tax Act and Rules made thereunder (whenever applicable) etc.
1. Nature of employment is contractual in case of Mr. Punit Beriwala. All others are in full time employment of the Company. Terms & Conditions of their appointment are governed by Company's rules & policies. None of employees mentioned above is relative of Director(s) or Manager.
1. None of the employee of the Company was in receipt of remuneration, in excess of that drawn by the Managing Director and holds 2% of the equity shares of the Company.

For & on behalf of the Board of Vipul Limited

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

Place: Gurugram Date: August 14, 2021

Business Responsibility Report - 2021

About this report

The Securities and Exchange Board of India (SEBI) vide Listing Obligations and Disclosure Requirements Regulations, 2015 has mandated the inclusion of a "Business Responsibility Report" (BRR) as a part of the Company's Annual Report for top 1000 listed entities based on market capitalization at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The reporting framework is based on the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs)' released by the Ministry of Corporate Affairs, Government of India, in July 2011, which contains 9 Principles and Core Elements for each of the those 9 Principles. Following is the Second Business Responsibility Report of Vipul Limited which is based on the format suggested by the SEBI.

Section A: General Information about the Company

1. Corporate Identity Number (CIN) of the Company: L65923DL2002PLC167607
2. Name of the Company: Vipul Limited
3. Registered Office Address: Unit No. 201, C-50, Malviya Nagar, New Delhi-110017
4. Website: www.vipulgroup.in
5. E-mail id: [email protected]
6. Financial Year reported: 2020-21.
7. Sector(s) that the Company is engaged in:.

The Company is engaged in the business of construction and real estate development, development and management of Commercial premises and related activities.

8. List key products/ services that the Company manufactures/ provides:

The Company is primarily engaged in development business, focuses on the development and sale of residential real estate which includes plotted developments, houses, villas and apartments of varying sizes and integrated townships, with a focus on the high end, luxury residential developments. The Company directly and through joint venture partner(s) also involves in lease business involving leasing of developed office space, ITes and retail properties. The Company is having interest in hospitality business as well.

9. Total number of locations where business activity is undertaken by the Company:

i. Number of International Locations - NIL

ii. Number of National Locations - Three

Our business is focused on NCR region/Gurugram and we also operate in other markets including Ludhiana, Bhubaneswar, Bawal, Dharuhera & Faridabad. We have a presence in Gurugram, Ludhiana and Bhubaneswar cities located in Haryana, Punjab & Odhisa respectively, states and union territories across India.

10. Markets served by the Company:

The Company's Development Business and Lease Business are catering various geographic markets in India by the Company, its subsidiaries and joint venture partners.

Section B: Financial Details of the Company

1. Paid-up Capital : 11.99 crore (as on March 31, 2021)
2. Total Turnover : 46.67 crore (Standalone)
3. Total Loss after taxes : 49.35 crore (Standalone)
4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): Please refer to Annexure C of Board's Report.
5. List of activities in which expenditure in 4 above has been incurred:

Please refer to Annexure C of Board's Report.

Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies?

Yes. The Company has 17 subsidiaries(including step down subsidiaries) as on March 31, 2021.

2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent Company? If yes, then indicate the number of such subsidiary Company(s).

Yes, the subsidiaries earning profits support the BR initiatives of the Company.

3. Do any other entity/ entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/ entities? [Less than 30%, 30-60%, More than 60%]

No other entities that the Company does business with, participate in its BR initiatives.

Section D: BR Information

1. Details of Director/ Directors responsible for BR

Section D: BR Information

1. Details of Director/ Directors responsible for BR

a) Details of the Director responsible for implementation of the BR policy/ policies.

The Corporate Social Responsibility (CSR) Committee of the Board of Directors overviews implementation of BR policies. The members of CSR Committee are as follows:

DIN	Name	Designation
03098195	Mr. Vikram Kochhar	Non-Executive Independent Director
00007256	Dr. Bidhubhusan Samal*	Non-Executive Independent Director
02532003	Mrs. Ameeta Verma Duggal	Non-Executive Independent Director
07323616	Ms. Vishaka Beriwala**	Non-Executive Director

*ceased w.e.f. July 10, 2020

** coopted w.e.f. July 31, 2020

b) Details of the BR head

Particulars	Details
Name	Mr. Vikram Kochhar
Designation	Chairman
Telephone Number	0124-4065500
E-mail Id	[email protected]

2. Principle-wise (as per NVGs) BR Policy/ policies (Reply in Y/ N)

S.No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
1.	Do you have a policy/ policies for	Y	Y	Y	Y	Y	Y	Y	Y	Y
2.	Has the policy being formulatedin consultation with the relevantstakeholders?	Yes. All the policies are being formulated in consultations with therelevant stakeholders. As per the Statutory Requirements, mandatorypolicies are made available to the public through the website of theCompany.
3.	Does the policy conform to any national/international standards? If yes, specify?(50words)		Yes, the policy/ practice broadly confirms to the National VoluntaryGuidelines on Social, Environmental and Economic Responsibilitiesof Business, 2011, known as National Voluntary Guidelines (NVGs)issued by the Ministry of Corporate Affairs, Government of India,July 2011 and the policies are compliant with the applicable laws asmapped against the principles mentioned in NVGs.
4.	Has the policy being approved by theBoard?			requisite approvals were obtained.					Wherever necessary, the policies were placed before the Board and
	If yes, has it been signed by MD/ owner/CEO/ appropriate Board Director?
5.	Does the Company have a specifiedcommittee of the Board/ Director/Official to oversee the implementation ofthe policy?	Yes
6.	Indicate the link for the policy to beviewed online?			available at www.vipulgroup.in					Internal policies are available for employees only. Other policies, are
7.	Has the policy been formallycommunicated to all relevant internaland external stakeholders?	Internal stakeholders are made aware of the policies during inductionand subsequently through training and awareness programs. Externalstakeholders are made aware of the policies through different modesof communication from time to time. The aforesaid policies areuploaded on the website of the Company.
8.	Does the Company have in-housestructure to implement the policy/policies?	Yes.
9.	Does the Company have a grievanceredressal mechanism related to thepolicy/ policies to address stakeholders'grievances related to the policy/policies?	Yes, all stakeholders' grievances may be addressed to [email protected]
10.	Has the company carried outindependent audit/ evaluation of theworking of this policy by an internal orexternal agency?*			whenever necessary, by external agencies periodically.					The policies are reviewed by the Board from time to time. Further,the policies and their compliance are also reviewed internally and

* Audit/ evaluation is carried out by internal/external team.

3. Governance related to BR

• Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year

The Board and the Committee assess the performance on a quarterly basis i.e. every 3 months. Further, in line with the requirements of the Companies Act, 2013, the Board has constitutedthe CSR Committee which formulates the CSRPolicy and also approves CSR expenditure to beincurred on CSR activities. The Committee ensuresthat the expenditure is made for the right cause.

• Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

During the year 2020-21, the Board of Directors met five times. Further, in line with the requirements of the Companies Act, 2013, the Board has constituted the CSR Committee to formulate the CSR Policy, to recommend the amount of expenditure to be incurred in CSR Activities and to institutionalize transparent monitoring mechanism for ensuring implementation of CSR policy. CSR Committee met once during the year.

The Company is planning to publish Sustainability Report.

Section E: Principle-wise performance

PRINCIPLE 1 (P1)

1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/ No.

Yes. The Company has a Code of Conduct to address ethics, bribery and corruption related matters. The code is applicable to all internal and external stakeholders. The code may be accessed form the Company's website at: www.vipulgroup.in

Does it extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others?

In addition, the Company has a vigil mechanism which monitors the ethical behaviour of the stakeholders andalso alerts the top management of the Company to tapthe gaps, if any, in the system.

The Code of Conduct and the Whistle Blower Policy are uploaded on the Company's website – www. vipulgroup.in.

2. How many stakeholder complaints have been receivedin the past financial year and what percentage wassatisfactorily resolved by the management? If so, providedetails thereof, in about 50 words or so.

In addition to the above policies, the Company has aStakeholders & Share Transfer Committee (subcommittee of theBoard) which, inter-alia, reviews the shareholders complaintsand their resolutions. During the year 2020-21, the Companyreceived 6 complaints from shareholders and resolved/disposed off the same to the satisfaction of the shareholderswithin the stipulated time frame. Total no. of complaints/ disclosures received under Whistle Blower Policy areNONE during the period 2020-21. Customer complaints areaddressed in the normal course of business by a dedicatedteam.

PRINCIPLE 2 (P2)

1. List up to 3 of your products or services whose designhas incorporated social or environmental concerns, risksand/ or opportunities.

Given the nature of our business, the Company could considertwo "products". One "product" is the units developed for residential only and the other "product" is the commercial towers.

i. The Company endeavors to designs "product" havingbuilding structures for a seismic zone higher than what ismandatorily required under the requisite building code toachieve highest level of safety.
ii. We also endeavor to design highest level of fire safety asper Code.
iii. The Company is now designing buildings/ upgradingexisting buildings to achieve highest level of sustainabilitythroughout project lifecycle.
iv. The Company is generally using Aerated Concrete blocks(ACC) instead of clay burnt bricks in "product" construction.
v. The Company has dedicated STP for all its projectsdesigned for zero discharge to achieve highest level ofsustainability.

i. Reduction during sourcing/ production/ distributionachieved since the previous year throughout the value chain?

Since the products are built in multiple quantities,the details are not quantified unit-wise. Hence, thesedetails are not available.

ii. Reduction during usage by consumers (energy, water) has been achieved since the previous year?

Refer answer of point (i)

3. Does the Company have procedures in place for sustainable sourcing (including transportation)? Yes.
- i. If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

While it is difficult to specify a percentage, most inputs inconstruction like steel, cement, concrete slabs, electrical and mechanical equipment, paint, aluminum products aresourced sustainably and from local suppliers to cut down ofthe carbon emissions during transportation of raw materials.

4. Has the Company taken any steps to procure goodsand services from local & small producers, including communities surrounding their place of work?

Yes.

If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company and its contractors endeavour to provide hygieneand healthy working environment to achieve highest level of safety standards to workers at construction sites including training to improve the capabilities of the local work force.

5. Does the Company have a mechanism to recycle products and waste?

Yes.

If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

The Company inter-alia, has implemented solid waste management technology to re-cycle house garbage into manure used for horticulture. The Company has commissioned state of the art sewage treatment plants which treat and re-cycle waste water for reusing in horticulture and toilets. The Company disposes some of the construction waste as a scrap to get them recycled and re-use the same in construction works.

PRINCIPLE 3 (P3)

1. Please indicate the Total number of employees:

In Vipul group: 107.

2. Please indicate the Total number of employees hired on temporary/ contractual/ casual basis: NIL.
3. Please indicate the Number of permanent women employees:

In Vipul group: 4

4. Please indicate the Number of permanent employees with disabilities:

The Company is an equal opportunity employer and do not discriminate on grounds of disability. However, there are nopermanent employees with disability as on March 31, 2021.

5. Do you have an employee association that is recognized by management:

There is no employee association in the Company.

6. What percentage of your permanent employees is members of this recognized employee association?

Not applicable.

7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

The Company does not employ child labour, forced labour or involuntary labour. Further, no complaints were received pertaining to sexual harassment during the financial year 2020-21.

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?
- • Permanent Employees

Around 100% Employees were imparted general and safety trainings.

• Permanent Women Employees

Around 100% Employees were imparted general and safety trainings.

• Casual/ Temporary/ Contractual Employees

The Company facilitates training to contractual employees, if any, through contract management with the partnering organizations.

• Employees with Disabilities

Not Applicable since there are no permanent employees with disability.

PRINCIPLE 4 (P4)

1. Has the Company mapped its internal and external stakeholders? Yes/ No

Yes. The Company has mapped all its primary, secondary, internal and external stakeholders.

2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders?

Yes, the Company has mapped its stakeholders and periodically engages with the groups to understand their needs, interests and concerns.

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so.

Not applicable.

PRINCIPLE 5 (P5)

1. Does the policy of the Company on human rights cover only the Company or extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others?

Company does not have a specific policy on humanrights. However, it has a Code of Conduct which regulates practices relating to the non-employment of child labour, assuring safety measures etc. This Code is applicable to the Company, its subsidiaries as well asto the contractors engaged by the Company. The Codeis applicable to the employees of the Company, its subsidiaries and contractors engaged by the Company.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

The Company has not received any complaints from any stakeholders pertaining to human rights.

PRINCIPLE 6 (P6)

1. Does the policy related to Principle 6 cover only the Company or extends to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ others?

The policy and practices relating to Principle 6 covers employees of the Vipul Group including its subsidiaries, jointventure partners, vendors, suppliers, contractors, NGOs andothers. The Company does business with such entities whichhave adopted this principle.

2. Does the Company have strategies/ initiatives toaddress global environmental issues such as climatechange, global warming, etc? Y/ N.

Yes, the Company has strategies / initiatives toaddress global environmental issues. The details maybe accessed from:

www.vipulgroup.in/businesssustainabiltyreport.pdf

Vipul Limited

3. Does the Company identify and assess potential environmental risks? Y/ N

Yes, the Company identifies and assesses potential environmental risks and takes steps as far as possible to minimise the same.

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

Yes, the Sustainability Report addresses the clean development mechanism.

5. Has the Company undertaken any other initiatives on – cleantechnology, energy efficiency, renewable energy, etc.? Y/ N.

Yes, the policy may be accessed from the website:

6. Are the Emissions/ Waste generated by the Company within the permissible limits given by CPCB/ SPCB for thefinancial year being reported?

Yes.

7. Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction)as on end of Financial Year.

No, there are no show cause / legal notices received which are materially important and are pending to beresolved at the end of the financial year

PRINCIPLE 7 (P7)

1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones thatyour business deals with:

Yes, the Company is a member of CREDAI, a forum of real estate developers.

2. Have you advocated/ lobbied through above associations forthe advancement or improvement of public good? Yes/ No;

If yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others).

Yes, the Company works for the advancement of public good along with our industry colleagues. Such work mainly involves creating a framework for sustainable business development for urban areas and inclusive development in this industry.

PRINCIPLE 8 (P8)

1. Does the Company have specified programmes/ initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

Yes, such details are given in CSR Report attached to the Director's Report and also in a section in the Management Report.

2. Are the programmes/ projects under taken through in-house team/ own foundation/ external NGO/ government structures/any other organization?

The programmes are carried out by the Quota International of DLF City, an NGO trust associated with the Company.

3. Have you done any impact assessment of your initiative?

The expenditure made on CSR activities and the impact of such expenditure is periodically monitored by the CSR Committee of the Board.

4. What is your Company's direct contribution to communitydevelopment projects - Amount in INR and the details ofthe projects undertaken.

Refer Annexure C to the Report of Directors, annexed hereto.

5. Have you taken steps to ensure that this communitydevelopment initiative is successfully adopted by the community? Please explain in 50 words, or so.

Yes. For further details, please refer to the CSR Report, which forms part of the Management Report.

PRINCIPLE 9 (P9)

1. What percenage of customer complaints/ consumer cases are pending as on the end of financial year?

19.5

2. Does the Company display product information on the product label, over and above what is mandated as perlocal laws? Yes/ No/ N.A./ Remarks (additional information)

Yes. The advertisements, agreements, application forms and other relevant documents depicts them asper the requirement of local laws.

3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsibleadvertising and/ or anti-competitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so.

No.

4. Did your Company carry out any consumer survey/consumer satisfaction trends?

Yes

For & on behalf of the Board of Vipul Limited

Place: Gurugram Date: August 14, 2021 sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

REPORT ON CORPORATE GOVERNANCE

I. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

This report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the report contains the details of Corporate Governance systems and processes at Vipul Limited.

At Vipul Limited, Corporate Governance is all about maintaining a valuable relationship and trust with all the stakeholders. We consider stakeholders as partners in our success and remain committed to maximizing stakeholders' value, be it Customers, Local Communities, Employees, Suppliers & Distributors, Trade Unions, NGOs, Investors & Shareholders and Government & Regulatory Authorities. This approach to value creation emanates from Vipul Limited belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the six core values viz. Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparenc and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mind set of the organisation. We are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, awards and recognitions, governance processes and an entrepreneurial performance focused work environment.

Effective Corporate Governance is the signature of professional beliefs and values, which configures the organizational values, credo and actions of its employees. The Company firmly believes in effective Corporate Governance practices and follows all the applicable laws in true letter and spirit. Corporate Governance is an ethically driven process that constitutes the strong foundation on which successful commercial enterprises are built and enhance the organization wealth generating capacity.

The essence of Corporate Governance is about maintaining the right balance between economic, social, individual and community goals. At your Company, good corporate governance is a way of life and the way we do our business, encompassing every day's activities and is enshrined as a part of our way of working. The Company is focused on enhancement of long-term value creation for all stakeholders without compromising on integrity, societal obligations, environment and regulatory compliances. Our actions are governed by our values and principles, which are reinforced at all levels of the organisation. These principles have been and will continue to be our guiding force in future.

The Company has adopted a Code of Conduct for its Board of Directors and its Senior Management personnel, which is available on the Company's website. The Company's corporate governance philosophy has been further strengthened through the Vipul Code of Conduct for Prevention of Insider Trading and Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).

The Company's Corporate Governance philosophy is based on transparency, disclosure, monitoring, ethical governance practices and fairness to all.

The Board recognises the importance of two-way communication with shareholders, giving a balanced report of results and progress and responding to questions and issues raised. Shareholders seeking information related to their shareholding may contact the Company directly or through the Company's Registrar and Transfer Agents, details of which are available on the Company's website. The Company ensures that complaints of its shareholders are responded to promptly.

The Company Secretary plays a key role in ensuring that the Board (including its Committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advice the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements, to provide guidance to the Directors and to facilitate convening of meetings. The Company Secretary interfaces between the management and regulatory authorities for governance matters.

The Company is in compliance with the requirements stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations,2015") with regard to corporate governance.

II. BOARD OF DIRECTORS ("BOARD")

At Vipul Limited, it is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board's actions and decisions are aligned with the Company's best interests. The Board is committed to the goal of sustainably elevating the Company's value creation. The Company has defined guidelines and an established framework for the meetings of the Board and its Committees. These guidelines seek to systematise the decision-making process at the meetings of the Board and its Committees in an informed and efficient manner.

(a) Composition, Category of Directors and Board Membership Criteria

The composition of the Board is in conformity with Regulation 17(1) of SEBI (LODR) Regulations, 2015 which inter alia stipulates that the Board should have an optimum combination of Executive and Non-Executive Directors with at least one Woman Director and atleast 1/3 of the Board should consist of Independent Directors, if the Chairman of the Board is a Non-Executive Director.

The Board of Directors, alongwith the Committees, provides leadership and guidance to the Company's management, directs, supervises as well as reviews the performance of the Company.

The Independent Directors on the Board are experienced, competent and reputed names in their respective fields. The Independent Directors take active part at the Board and Committee Meetings which adds value in the decision-making process of the Board of Directors. The Independent Directors constitute more than half of the total strength of Board as on March 31, 2021.

As on March 31, 2021, the Board comprises of Six Directors. Of these, one is an Executive Director i.e. Managing Director, who is also Promoter, one Non-Executive Non-Independent Director and other four are Non-Executive Independent Directors.

As per the provisions of the Companies Act, 2013, Ms. Vishaka Beriwala retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Her profile is provided in the Notice of Annual General Meeting. The board recommended her reappointment.

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

Further, the Notice convening the Annual General Meeting includes the proposal for regularization of Mr. Ajay Arjit Singh as a Non-Executive Independent Director of the Company, pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and

the Board of Directors and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1) (b) read with Regulation 17(1)(A) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act signifying his intention to propose Mr. Singh's candidature for the office of Director, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from September 30, 2021 upto September 29, 2026.

Brief resumes of Ms. Vishaka Beriwala and Mr. Ajay Arjit Singh have been provided as Annexure to the Notice convening the Annual General Meeting.

As per the declarations received by the Company, none of the Directors are disqualified under Section 164(2) of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors have also furnished Certificate of Independence as required under the provisions of sub-section (7) of Section 149 of the Companies Act, 2013 & Regulation 16 of SEBI (LODR) Regulations, 2015.

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all independent directors have completed the registration with the independent director's databank.

Necessary disclosures have been made by the Directors stating that they do not hold membership in more than 10 Committees and / or are acting as Chairman in more than 5 Committees across all the Companies in which he is a Director in terms of Regulation 26(1) of SEBI (LODR) Regulations, 2015. All the Directors have made the requisite disclosures regarding Committee positions held by them in other Companies. The Board members possesses requisite skills, experience and expertise required to take decisions, which are in the best interest of the Company.

None of the Directors on the Board:

holds directorships in more than ten public companies;
serves as Director or as Independent Directors (ID) in more than seven listed entities; and
who are the Executive Directors serves as IDs in more than three listed entities.

The Company also has a Risk Management Policy in place, procedures to inform Members of the Board about the risk assessment and minimization.

The Managing Director receives Salary, perquisites & allowances, while all the Non-Executive Directors receive Sitting Fees. None of the Independent Directors have any material pecuniary relationship with the Company, its subsidiary or associate company or their Promoters/Directors, during the two immediately preceding financial years or during the current financial year which in their judgment would affect their independence. None of Independent Directors of the Company serve as Independent Director in more than seven listed companies and where any Independent Director is serving as Whole Time Director in any listed company, such Director is not serving as Independent Director in more than three listed company. None of the Directors held directorship in more than 10 public companies. Mr. Punit Beriwala, Managing Director & Chief Executive Officer and Ms. Vishaka Beriwala are not an Independent Directors of any other listed company.

None of the Directors of the Company are related to each other except Mr. Punit Beriwala, who is the father of Ms. Vishaka Beriwala

The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Board members are expected to possess the required qualifications, integrity, expertise and experience for the position.

Board members are expected to rigorously prepare for, attend and participate in all Board and applicable committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with their responsibilities with the Company.

(b) Board Meetings

The Board is responsible for the management, direction, and performance of the Company as well as to provide as independent view of the Company's management while discharging its objectives.

The Board meetings are generally held at the Company's Corporate Office in Gurugram. In accordance with the provision the Companies Act, 2013, the meetings are held atleast once in a calendar quarter with a maximum interval of 120 days between any two consecutive meetings.

The agenda for the meetings are planned and structured by the Company Secretary in consultation with the Managing Director and/or Chairman of the Board. The agenda along with explanatory notes and necessary supporting documents is circulated to the Directors within the time prescribed under the statutes. The Company provides a separate platform for meetings of the Independent Directors and also facilitates independent consultations with the Statutory and Internal Auditors of the Company.

During the financial year 2020-21, information as mentioned in Regulation 17 of SEBI (LODR) Regulations, 2015 was placed before the Board for its consideration. Where it is not practicable to provide the relevant information as a part of the Agenda Papers, the same is tabled at the Meeting, with the permission of the present Directors. Presentations are also made to the Board on various issues concerning the Company. The Directors also have independent access to the Senior Management at all times.

Mr. Kapil Dutta elected to act as Chairman of the Board for a period of one year w.e.f. July 31, 2020 in place of Dr. Bidhubhusan Samal, due to his resignation from the designation of Non-Executive Independent Director of the Company w.e.f. July 10, 2020.

The Board meets at least once in every quarter to review quarterly results and other items on the agenda. Additional meetings are held when necessary. Five Board Meetings were held during the financial year ended the March 31, 2021 through Video Conferencing as permitted by relevant SEBI circulars and MCA Circulars read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 under provisions of Companies Act, 2013. These were held on July 31, 2020, August 20, 2020, September 15, 2020, November 12, 2020 and February 12, 2021.However, in case of a special and urgent business need, the Board's approval is taken by passing resolution by circulation, as permitted by law which is noted, ratified and taken on record by also the Board in the subsequent Board Meeting.

The necessary quorum was present for all meetings.

Keeping in view the underlying objective of Green Initiatives, the Company has adopted a practice of making electronic presentation of the Agenda of Board Meeting and other Committee Meetings in the form of a power point presentation, wherever required. The Agenda are mailed to all the Directors well in advance. However, as and when requests are received from Directors, the Agenda Paper are also circulated in hard copies well before the Board Meeting and other Committee Meetings.

Category and Attendance of Directors

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorship and Committee Chairmanship/Membership held by them in other public companies as on March 31, 2021, are given herein below.

Vipul Limited

Other directorships exclude companies under section 8 of the Companies Act, 2013 & of companies incorporated outside India.

Name of theDirector	DIN	Category		Number ofBoard meetingsduring the FY2020-2021	Attendanceat the LastAGM (Heldon September 25,2020)	Number ofother Directorship in		Number of committee positionsheld in otherpublic companies**
			Held	Attended	Attended	Public	Private	Chairman	Member
Mr. Punit Beriwala	00231682	PED	4	4	Yes	7	5	-	-	NIL
Mr. Ajay ArjitSingh***	03051938	INED	5	0	No	1	7	-	-	NIL
Ms. VishakaBeriwala	07323616	NINED	5	5	No	1	3	-	-	NIL
Mr. Kapil Dutta	00964585	INED	5	5	Yes	1	3	-	-	United Leasing andIndustries Limited(Director)
Mr. VikramKochhar	03098195	INED	5	5	Yes	0	0	-	-	NIL
Ms. AmeetaVerma Duggal	02532003	INED	5	5	Yes	0	0	-	-	NIL

**includes only Audit Committee & Stakeholders Relationship & Share Transfer Committee.

Note: (i) PED-Promoter Executive Director (ii) INED: Independent Non-Executive Director (iii) Non Independent Non-Executive Director: NINED

(iv) None of the Directors opted Video/ tele-conferencing facilities to participate in meetings.

*** appointed w.e.f. March23, 2021

(c) Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on February 12, 2021 to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management and the Board (includes its committees also) which is necessary to effectively and reasonably perform and discharge their duties. The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory. All Independent Directors were present in the meeting. Further, the Independent Directors have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

(d) Familiarisation Program for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. in compliance with Regulation 25 (7) of the SEBI Listing Regulations, 2015. The familiarization programs imparted to the Independent Directors during the year with details required as per Regulation 46 of the SEBI (LODR) Regulations, 2015 is available on the Company's website under the web link:- http://www.vipulgroup. in/assets/invester-pdf/notice-shareholders-stock-exchange/Vipul-Directors%20Familarization%20Policy. pdf

(e) Annual Report

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Annual Report containing inter alia, Audited Financial Statements, Consolidated Financial Statements, Boards' Report, Auditors' Report, other requisite annexure and other important information is circulated to members, Directors and other concerned including Auditors etc. Further, the Management Discussion and Analysis (MDA) Report, Report on Corporate Governance, business performance, financial and other important aspects of the Company's functioning forms an integral part of the Annual report and is displayed on the Company's website atwww. vipulgroup.in.

(f) Meeting Compliances

The Company is in compliance with the provisions of the SEBI (LODR) Regulations, 2015 pertaining to the intimation of notice of Board meeting, publication of notice and results, outcome of the meeting etc.

The Company's guidelines relating to the Board meetings are applicable to the Committee meetings. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and the Listing Regulations, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its functioning. Minutes of the proceedings of Committee meetings are circulated to the respective Committee members and placed before the Board meetings for noting. The composition of all the Committees is given in this Report.

(g) Performance Evaluation and Independent Directors Meeting

The Board has a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which include interalia attendance, contribution at the meetings and otherwise, knowledge to perform the role, meaningful participation, communications, professional conduct and independence, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control System etc.

Pursuant to Regulation 17 of SEBI (LODR) Regulations, 2015, evaluation of Independent Directors was carried out by the entire Board. Only the Independent Director being evaluated did not participate in the said evaluation discussion. All Independent Directors fulfills the independence criteria and are independent of management.

In terms of Regulation 25(3) & 25(4) of SEBI (LODR) Regulations, 2015, the Independent Directors of the Company met once to discuss and carry out the evaluation of performance of:

a) The performance of Managing Director of the Company,
b) Non-Executive Directors and the Board of Directors of the Company as a whole,
c) The evaluation of performance of the Chairman of the Company, and
d) Evaluation of the quality, content and time lines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

As on the date of report, the Board of Directors of the Company carried out the performance evaluation of all Directors and in the evaluation of Directors who are subject to evaluation, had not participated, of its own performance and Committees of the Company. The Nomination and Remuneration Committee also assess and evaluate the performance of each Director of the Company.

(h) Website

Pursuant to Regulation 46 of SEBI (LODR) Regulations, 2015,the Company's website: www.vipulgroup.in contained dedicated functional segment called "Investors" where all the information meant for shareholders were available including Shareholding Pattern, Financial Results and Annual Reports.

(i) Skills/expertise/competence of the Board of Directors of the Company

The Company requires skills/expertise/competencies in the areas of strategy, finance, accounting, economics, legal and regulatory matters, mergers and acquisitions, the environment, green technologies, sustainability, operations of the Company's businesses to efficiently carry on its core businesses. All the above required skills/expertise/competencies are available with the Board.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence. The Board provides leadership, strategic guidance, an objective and independent view to the Company's management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure.

Name	Strategy	Finance &Accounting	Economics	Legal andRegulatoryMatters	Mergers&Acquisitions	Environment,Green Technologies,	Sustainabilityand Operationsof the Company'sbusinesses
Mr. PunitBeriwala	√	√	√	√	√	√	√
Mr. Ajay ArjitSingh	√	√	√	√	√	√	√
Mr. Kapil Dutta	√	√	√	√	√	√	√
Mr. VikramKochhar	√	√	√	√	√	√	√
Mrs. AmeetaVerma Duggal	√	√	√	√	√	√	√
Ms. VishakaBeriwala	√	√	√	√	√	√	√

(j) Confirmation

The Company hereby conform that that in the opinion of the board of the Company, the independent directors of the Company fulfills the conditions specified in SEBI (LODR) Regulations, 2015 and are independent of the management.

(k) Resignation of Independent Director of the Company

During the financial year 2020-21,Dr. Bidhubhusan Samal (DIN: 00007256), Non-Executive Independent Director of the Company has tendered resignation from the post of Non-Executive Independent Director of the Company w.e.f. July 10, 2020 and this resignation was mainly due to time constraints and business commitments of Dr. Bidhubhusan Samal as communicated by him and hence it was not possible for him to continue to on the Board of the Company as a Non-Executive Independent Director. As confirmation received from Dr. Bidhubhusan Samal that there are no material reasons other than aforesaid.

(l) Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to the Company's business and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which he / she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he / she meets the criteria of independence as provided under the law and that he / she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors fulfills the conditions specified in the Listing Regulations and are independent of the management.

III. BOARD COMMITTEES

In compliance with the requirements of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 and to have a focused attention on specific matters, the Board of Directors has constituted/re-constituted various committees. These Committees are entrusted with such powers and functions as are detailed in their terms of reference.

The Board of Directors of the Company has constituted the following Committees:

Audit Committee Internal Complaint Committee
Nomination and Remuneration Committee Sub Committee/Executive Committee
Corporate Social Responsibility Committee Investment Committee
Risk Management Committee Vigilance Committee
Stakeholders Relationship & Share Transfer Committee

(a) Audit Committee

The Company has in place an Audit Committee constituted in accordance with the provisions of Companies Act, 2013 and the powers, role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.

As on March 31, 2021, the Audit Committee of the Company comprises of Independent Non-Executive Directors. The Composition of the Committee is as under:

S. No.	Name of Member	Designation Held
1	Mr. Vikram Kochhar@	Chairman
2	Dr. Bidhubhusan Samal*	Member
3	Mr. Punit Beriwala	Member
4	Mrs. Ameeta Verma Duggal	Member
5	Mr. Kapil Dutta	Member

@ Chairman of the Committee for a period of one year w.e.f. February 12, 2021.

*ceased w.e.f. July 10, 2020.

The Board has co-opted Mr. Kapil Dutta, as a member w.e.f. July 31, 2020.

All members of the Committee have requisite financial and management expertise/knowledge and have rich experience of the industry. The Company Secretary acts as secretary to the Committee.

The Internal Auditors have been engaged by the Company for review and assessment of the internal controls /procedures of the Company. Internal Auditors and Statutory Auditors are also invited to the meeting of the Audit Committee as and when required by the Committee. Besides them, Managing Director, Chief Executive Officer and Chief Financial Officer are permanent invitees of the Audit Committee.

Role and Terms of Reference

The terms of reference of the Audit Committee include the following:

Regular review of accounts, accounting policies, financial and risk management policies, disclosures, etc.
Review of the major accounting entries, based on exercise of judgment by management and review of significant adjustments arising out of audit.
Review of qualifications in the draft audit report and suggesting action points.
Establishing and reviewing the scope of the independent audit including the observations of the auditors and review of the quarterly, half-yearly and annual financial statements before submission to the Board.
Post audit discussions with the independent auditors to ascertain any area of concern.
Establishing the scope and frequency of internal audit, reviewing the findings of the internal auditors and ensuring the adequacy of internal control systems
Reviewing and monitoring the auditors' independence and performance and effectiveness of audit process.
To look into matters pertaining to the Director's Responsibility Statement with respect to compliance with accounting standards and accounting policies.
Appointment, remuneration and terms of appointment of statutory and internal auditors
Compliance with stock exchange legal requirements concerning financial statements, to the extent applicable.
To look into any related party transactions, i.e., transactions of the Company of a material nature, with promoters or management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large, including approval or any subsequent modification of such transactions.
Scrutiny of inter-corporate loans and investments.
Valuation of undertakings or assets of the Company, wherever necessary.
Evaluation of internal financial controls and risk management systems.
Review the functioning of the vigil mechanism.
Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by the Audit Committee.

Powers of Audit Committee

Investigate any activity within its terms of reference.
Seek information from any employee.
Obtain outside legal or other professional advice.
Secure attendance of outsiders with relevant expertise, if it considers necessary.

Review of information by the Audit Committee

Management discussion and analysis of financial condition and results of operations.
Financial statements and draft audit report, including quarterly / half-yearly financial information.
Reports relating to compliance with laws and to risk management.
Statements of related party transactions.
Management letters / letters of internal control weaknesses issued by statutory / internal auditors; and
The appointment, removal and terms of remuneration of the Head of the Internal Audit Function etc.

The Previous Annual General Meeting (AGM) of the Company was held on September 25, 2020 and was attended by Mr. Vikram Kochhar, Chairman of the Committee.

Four meetings of the Committee were held during the financial year 2020-21. The dates on which the said meetings were held are as follows:

• July 31, 2020; September 15, 2020; November 12, 2020 and February 12, 2021.

Quorum for the Committee Meeting is 1/3 of total Members or 2 Members whichever is higher with a minimum of two Independent Directors.

The necessary quorum was present for all the meetings.

Details of the meeting attended by its member for the financial year 2020-21 are given below:

Name of the Member	CategoryNumber of meetings duringthe financial year 2020-21
		Held	Attended
Mr. Vikram Kochhar	Non Executive & Independent Director	4	4
Mr. Kapil Dutta*	Non Executive & Independent Director	4	3
Mr. Punit Beriwala	Executive Director	4	4
Mrs. Ameeta Verma Duggal	Non Executive & Independent Director	4	4

*co-opted w.e.f. July 31, 2020

(b) Nomination and Remuneration Committee ("NRC")

The Nomination and Remuneration Committee of the Board of Directors identifies the persons who are qualified to become directors and recommends to the Board their appointment and removal and shall carry out evaluation of every director's performance. It also formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees as and when deemed necessary or expedient.

Vipul Limited

The terms of reference of the NRC include the following:

To formulate the criteria for determining qualifications, positive attributes and independence of a Director.
To recommend the Board for Appointment/ Removal of Director(s), Key Managerial Personnel(s) and Senior Management Personnel(s).
To carry out evaluation of Directors' performance.
To recommend to the Board on Remuneration for the Director(s), Key Managerial Personnel(s) and Senior Management Personnel(s).
To formulate the criteria for evaluation of Independent Director(s) and the Board.
To devise a policy on Board diversity.
Recommend to the board, all remuneration, in whatever form, payable to senior management.
Such other key issues/matters as may be referred by the Board or as may be necessary in view of the Regulations.

The quorum for the meeting shall be 1/3 of total Members or 2 Members whichever is higher.

Meeting of the Committee was held on February 12, 2021 during the financial year 2020-21.

The composition of the Committee and the details of the meetings attended by the members for the financial year 2020-21 are given below:

Name of the Member	Category	Designation	Number of meetings held duringthe financial year 2020-21
			Held	Attended
Mr. Vikram Kochhar	Non Executive &Independent Director	Chairman	1	1
Mr. Kapil Dutta	Non Executive &Independent Director	Member	1	1
Mrs. Ameeta VermaDuggal	Non Executive &Independent Director	Member	1	1

The Board of the Company has appointed Mr. Vikram Kochhar as the Chairman of the Nomination and Remuneration Committee Meeting of the Company until otherwise decided by the Board or by the Nomination and Remuneration Committee itself in its meeting held on May 29, 2017.

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of Section 178 of the Companies Act 2013, is appended as Annexure "D" to Board's Report. The policy has also been uploaded on the company's website viz., www.vipulgroup.in. Web link is: http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-forshareholdersstock-exchange-vipul-remuneration-policy61232cec05f15.pdf .

c) Stakeholders Relationship & Share Transfer Committee

The Committee deals with stakeholder relations and security holders grievances including matters related to non-receipt of annual report, non-receipt of declared dividend and such other issues as may be raised by the investors from time to time. The Committee also oversees the performance of the Registrar and Transfer Agent of the Company relating to investor services and suggests/recommends measures for improvement. The Committee also deals with specifically addresses matters relating to transfer, split, and consolidation etc. of shares.

Board of the Company has appointed Mr. Vikram Kochhar as the Chairman of the Stakeholders Relationship & Share Transfer Committee Meeting of the Company until otherwise decided by the Board or by the Stakeholders Relationship & Share Transfer Committee itself in its meeting held on August 12, 2019.

The terms of reference of the Committee are in consonance with the requirements of Section 178 of the Companies Act, 2013 read with rules made there under if any and as per Regulation 20 of SEBI (LODR) Regulations, 2015.

Role of the Stakeholders Relationship and Share Transfer Committee of the Company has been further extended. In Part D, in Clause B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the role of the Stakeholders Relationship and Share Transfer Committee shall inter-alia include the following:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
Review of measures taken for effective exercise of voting rights by shareholders.
Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Status of Investor Complaints as on March 31, 2021 and reported under Regulation 20 of SEBI (LODR) Regulations, 2015 are as under:

Particulars	Status
Complaints as on April 1, 2020	0
Received during the year	6
Resolved during the year	6
Pending as on March 31, 2021	0

As on March 31, 2020, there are no shares pending for transfer received during the FY 2019-20 under review.

Besides the above, the Company has designated an e-mail id ([email protected]) to facilitate investors to register their complaints & queries.

Name, Designation and Address of Compliance Officer:

Mr. Sunil Kumar

Company Secretary & Compliance Officer

Vipul Ltd.

Add: Vipul Tech Square, Golf Course Road, Sector-43 Gurugram-122009

A meeting of the Committee was held on November 12, 2020 during the financial year 2020-21.

The composition of the Committee and the details of the meetings attended by the members for the financial year 2020-21 are given below:

Vipul Limited

Name of the Member	Category	Designation	Number of meetings held duringthe financial year 2020-21
			Held	Attended
Mr. Vikram Kochhar	Non Executive &Independent Director	Chairman	1	1
Mr. Kapil Dutta	Non Executive &Independent Director	Member	1	1
Mrs. Ameeta VermaDuggal	Non Executive &Independent Director	Member	1	1
Mrr. Punit Beriwala	Executive Director	Member	1	1

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Board of Directors is entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility policy of the Company. The Corporate Social Responsibility Policy is available on the website of the Company at www.vipulgroup.in. Web link is: -http:// www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstockexchange-vipul-csr-policy61136de93372d.pdf.

The role and terms of reference of the Committee are in consonance with the requirements mentioned under Section 135 of the Companies Act, 2013 and relevant rules made thereunder.

The terms of reference include the following:

Formulation of Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the Company.
Recommend the amount of expenditure to be incurred on the aforesaid activities
Monitor the Corporate Social Responsibility policy of the Company from time to time
Prepare an annual report on Corporate Social Responsibility initiatives for inclusion in the Board's Report
Perform such functions as may be detailed in the Companies Act, 2013 and the relevant Rules made thereunder and any other applicable legislation

The Committee is entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility policy of the Company.

Meeting of the committee was held on November 12, 2020 during the financial year 2020-21.

The composition of the Committee and the details of the meetings attended by the members for the financial year 2020-21 are given below:

Name of the Member	Category	Designation	Number of meetings held during thefinancial year 2020-21
			Held	Attended
Mr. Vikram Kochhar	Non Executive &Independent Director	Member	1	1
Mrs. Ameeta VermaDuggal	Non Executive &Independent Director	Chairperson	1	1
Ms. Vishaka Beriwala	Non-Executive Director	Member	1	1

The Board has co-opted Ms. Vishaka Beriwala, as a member w.e.f. July 31, 2020, in place of Dr. Bidhubhusan Samal.

The Board of the Company has appointed Mrs. Ameeta Verma Duggal as the Chairperson of the Corporate Social Responsibility Committee Meeting of the Company until otherwise decided by the Board or by the Corporate Social Responsibility Committee itself in its meeting held on August 12, 2019.

As on the date of adoption of this report, In terms of Section 135 of the Companies Act, 2013 read with Rules thereto, the Company has spent the unspent amount of Rs. 1,85,554/- towards the CSR activities for the financial year ended 2019-20 which has remained unspent in the previous preceding financial year.

(e) Risk Management Committee

The Risk Management Committee of the Board of the Directors is entrusted with the responsibility of establishing policies to monitor and evaluate the risk management systems of the Company.

The roles and responsibilities of the Committee are as prescribed under Regulation 21 of the SEBI (LODR) Regulations, 2015 and include monitoring and review of risk management plan and reporting the same to the Board of Directors periodically as it may deem fit, in addition to any other terms as may be referred by the Board of Directors, from time to time.

During the FY 2020-21, the Committee met on February 12, 2021 which has been attended by all members of the Committee. The Committee has been reconstituted on July 31, 2020 by co-opting Ms. Vishaka Beriwala.

The composition of the Committee and the details of the meetings attended by the members for the financial year 2020-21 are given below:

Name of the Member	Category	Designation	Number of meetingsheld during thefinancial year 2020-21
			Held	Attended
Ms. Ameeta Verma Duggal	Non-Executive &Independent Director	Chairperson	1	1
Mr. Vikram Kochhar	Non-Executive &Independent Director	Member	1	1
Mr. Anil Kumar Tibrewal	Chief Financial Officer	Member	1	1
Mr. Punit Beriwala	Managing Director & ChiefExecutive Officer	Member	1	1
Ms. Vishaka Beriwala	Non-Executive Non-IndependentDirector	Member	-	-

The Board has co-opted Ms. Vishaka Beriwala, as a member w.e.f. July 31, 2020.

The Board of the Company has appointed Ms. Ameeta Verma Duggal as the Chairperson of the Risk Management Committee Meeting of the Company until otherwise decided by the Board or by the Risk Management Committee itself in its meeting held on May 29, 2017.

(f) Internal Complaints Committee

As a part of good governance the Company has a policy for prevention of Sexual Harassment in the organization, for which Company constituted an Internal Complaints Committee for prevention and re-dressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and relevant rules thereunder.

The composition of the Committee is as under:-

Name of the Member	Designation	Remarks
Mrs. Jasbinder Gill	Founder of NGO- Rah Society	Member
Mr. Alok Srivastava	Senior Manager (L&S)	Member
Ms. Manasi Beriwala	Legal Advisor	Member

The Board has co-opted Ms. Manasi Beriwala, as member w.e.f. July 31, 2020.

No complaints were received by the Committee during the year under review. A report under Section 21 of The Sexual Harassment of Women at Workplace(Prevention, Prohibition And Redressal) Act, 2013 read with Rule 14 of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013 on complaints was as under: -

(a)	Number of complaints of sexual harassment received in the year	: NIL
	(b) Number of complaints disposed off during the year	: NIL
	(c ) Number of cases pending for more than ninety days	: NIL
	(d) Number of workshops or awareness programme	: NIL
	against sexual harassment carried out
(e)	Nature of action taken by the employer or District Officer	: NA

(g) Sub Committee/Executive Committee of Board of Directors

The Committee comprises of three members viz., Mr. Punit Beriwala, Mrs. Ameeta Verma Duggal & Mr. Vikram Kochhar. Members elect Chairman for every meeting. The Company Secretary acts as secretary to the Committee. The Committee meets as and when required.

The committee acts under the overall control and supervision of the Board.

(h) Investment Committee

The Board has constituted an Investment Committee comprising of Mr. Punit Beriwala, Managing Director & Chief Executive Officer and Ms. Vishaka Beriwala, Non-Executive Director of the Company. The Committee has been assigned to review and analyse every investment or borrowing being made/availed by the company during the normal course of business. The Committee meets as and when deemed necessary.

The Board has co-opted Ms. Vishaka Beriwala, as member w.e.f. July 31, 2020.

(i) Vigilance Committee

The Company has a Vigilance Committee to consider any complaints of non-compliances, wrong practices and all suspected violations. This Committee report to the Audit Committee. The detail terms and reference and redressal mechanism are available at the website of the Company i.e. www.vipulgroup.in.

No Complaints were received by the Committee during the under review.

The composition of the Committee is as under: -

Name of the Member	Designation	Remarks
Mr. Alok Srivastava	Senior Manager (L&S)	Member
Mr. Rakesh Kumar	Asst. Chief Manager, HR	Member
Mr. Punit Beriwala	Managing Director & Chief Executive Officer	Member
Mr. S.K. Jain*	Addl. GM – Projects	Member

*ceased w.e.f. August 09, 2021

The Board has co-opted Mr. Punit Beriwala and Mr. Alok Srivastava, as member w.e.f. July 31, 2020 and August 09, 2021, respectively.

(j) Risk Management

The Company has laid down Risk Management Policy and also has a Risk Management Committee to understand and assess various kinds of risks associated with the running of business, suggesting/ implementing ways &means for eliminating/minimizing risks to the business of the Company.

The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

The Risk Management policy is available on the website of the Company at www.vipulgroup.in. Web link is: http://www.vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-forshareholdersstock-exchange-risk-management-policy-final61232cc008fb7.pdf .

IV. REMUNERATION OF DIRECTORS

(a) There was no pecuniary relationship or transaction between the Non-Executive Directors and the Company during the financial year 2020-21.

(b) Criteria for making payments to non-Executive Directors:

The Non-Executive Directors (NEDs) are paid sitting fees for attending the Meetings of the Board of Directors and the Board Committees, which are within the limits prescribed by the Central Government from time to time.

Independent Directors shall not be entitled to any stock option of the Company.

(c) Details of Remuneration to Directors:

The details of remuneration of Directors during the year ended March 31, 2021 are as follows:

Name of the Director	Position	Remuneration Including Perquisites Allowances (in Rs.)
Mr. Punit Beriwala	Managing Director & Chief Executive Officer(re-designated w.e.f. May 13, 2020)	1,13,00,000/-

The Company has paid remuneration of Rs. 1,13,00,000/- per annum, to Mr. Punit Beriwala, Managing Director & Chief Executive Officer which is within the limits specified under the Companies Act, 2013.

Non-Executive Directors are being paid sitting fees for attending the meetings of the Board of Directors and the Committee(s) thereof. No remuneration other than sitting fees was paid to the Non-executive Directors during the year under review. Details of sitting fees paid to Non-Executive Directors during the financial year 2020-21 are as below:

Name of the Director	Amount (In Rs.)
Mr. Ajay Arjit Singh*	-
Mr. Kapil Dutta	1,27,500/-
Mr. Vikram Kochhar	1,50,000/-
Mrs. AmeetaVerma Duggal	1,50,000/-
Ms. Vishaka Beriwala	90,000/-

*appointed w.e.f. March 23, 2021

Vipul Limited

None of the Non-Executive Directors holds any equity shares of the Company. The Company has not issued any convertible instruments to any of the Non-Executive Director.

V. GENERAL BODY MEETINGS

(a) Location, date, day and time of General Meetings held during the last 3 years:

Financial Year	Date	Day	Time	Location
2019-20	25.09.2020	Friday		Through video conferencing (VC)/other audio-visual means (OVAM)
2018-19	21.09.2019	Saturday	11.00 A.M.	NCUI Auditorium & Convention
2017-18	29.09.2018	Saturday		Centre, 3, August Kranti Marg,New Delhi-110016

(b) Details of Special Resolution

The details of passing of Special Resolution in the aforesaid Annual General Meetings:

S.No.	Meeting Date	Type	Section Reference	Regarding
1.	25.09.2020	AGM	Sections 149, 150and 152 read withSchedule IV	Re-appointment of Mrs. Ameeta Verma Duggal(DIN: 02532003) as Non-Executive IndependentDirector of the Company for a second term of fiveconsecutive years w.e.f. September 26, 2020
2.	21.09.2019	AGM	Section 196, 197,203 and Schedule VSections 149, 150and 152 read withSchedule IVSections 149, 150and 152 read withSchedule IVSection 180(1)(a)	- Re-Appointment of Mr. Punit Beriwala (DIN:00231682) as Managing Director of the Company- Re-appointmentofMr.KapilDutta(DIN:00964585)asNon-ExecutiveIndependentDirector of the Company for a second term offive consecutive years w.e.f. September 24, 2019- Re-appointment of Mr. Vikram Kochhar (DIN:03098195)asNon-ExecutiveIndependentDirector of the Company for a second term offive consecutive years w.e.f. September 24, 2019- Creation of Mortgage /Charge on the Assets ofthe Company
3.	29.09.2018	AGM	23, 42, 71	Issue of Non-Convertible Debentures on privatePlacement

(c) Extraordinary General Meeting:

No Extraordinary General Meeting of the Members was held during the year 2020-21.

(d) Postal Ballot

During the financial year 2020-21, the Company has not passed any special resolutions by postal ballot.

(e) None of the businesses proposed to be transacted in the ensuing Annual General Meeting require special resolution through postal ballot.

VI. MEANS OF COMMUNICATION:

Quarterly, half yearly and annual financial results are communicated to the Stock Exchanges immediately after these are considered and approved by the Board; and thereafter regularly published in the prominent newspapers like Financial Express/Business Standard/Economic Times in English and Business Standard/ Jansatta in Hindi. The results are also sent to the Stock Exchanges, where the equity shares of the Company are Listed and also uploaded on the Company's website at www.vipulgroup.in.

VII. GENERAL INFORMATION TO SHAREHOLDERS:

(i) 30th Annual General Meeting:

Day & Date: Wednesday, September 29, 2021

Time: 12.00 Noon

Venue: through Video Conferencing/ Other Audio-Visual Means. The deemed venue for the AGM shall be the Registered Office of the Company.

(ii) Financial Year

The Financial year covers the period from April 01,2020 to March 31,2021(Both days Inclusive).

(iii) Date of Book Closure

Thursday, September 23, 2021 to Thursday, September 30, 2021

(iv) Dividend Payment Date

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 March 31, 2021.

(v) Re-appointment of Directors

Brief resumes of Ms. Vishaka Beriwala and Mr. Ajay Arjit Singh has been provided as an Annexure to the Notice convening the Annual General Meeting.

(vi) Listing on Stock Exchanges

The Shares of the Company are listing on the following stock exchanges:

S. No.	Stock Exchange	Security Code
1	BSE Limited	511726
2	National Stock Exchange of India Limited	VIPULLTD

Listing fees, as applicable, has been paid for Financial Year 2021-22.

(vii) Financial Calendar for Financial Year 2021-22 (indicative)

The quarterly/half-yearly/annual results will be taken on record by the Board of Directors as per the schedule below:

First Quarter Results:	on or before August 14, 2021
Second Quarter/Half Yearly Results:	on or before November 14, 2021
Third Quarter Results:	on or before February 14, 2022
Fourth Quarter/Audited Annual Results:	on or before May 30, 2022

(viii) Stock Market Price Data (April 1, 2020 to March 31, 2021)

The high and low of the share price of the Company during each month in the last financial year at BSE and NSE were as under:

MonthOpen Price		High Price		Low Price		Close Price
	BSE	NSE	BSE	NSE	BSE	NSE	BSE	NSE
April-20	14.99	13.20	19.03	19.00	13.00	12.50	17.49	16.50
May-20	16.65	16.50	18.35	17.30	15.20	14.30	15.50	14.70
Jun-20	15.50	15.35	16.70	16.60	14.05	14.00	16.05	16.20
Jul-20	16.80	17.00	16.85	17.00	13.05	12.95	13.15	13.05
Aug-20	12.55	12.50	16.80	16.70	12.50	12.50	15.55	15.80
Sep-20	17.00	15.50	17.00	16.50	12.30	12.55	13.95	14.20
Oct-20	13.95	13.80	14.20	14.30	12.36	12.55	13.00	13.30
Nov-20	13.19	13.45	16.97	15.75	12.00	12.95	15.04	15.30
Dec-20	15.30	15.30	26.43	26.60	14.75	15.10	20.23	20.20
Jan-21	20.95	20.90	23.15	23.70	17.35	17.65	18.65	18.25
Feb-21	18.45	17.90	28.75	28.75	18.00	17.90	28.75	28.75
Mar-21	30.00	30.15	38.35	38.35	28.70	29.35	28.80	35.30

Share Price Movement as compared to BSE Sensex

Share Price Movement as compared to NSE Nifty

(ix) None of the Company's securities have been suspended from trading.

(x) Registrar and Transfer Agents

M/s MAS Services Limited,

T-34, IInd Floor, Okhla Industrial Area, Phase-II,New Delhi-110020

Tel No. : 011-26387281-83, Fax No. : 011- 26387384, E-mail:[email protected]

(xi) Share Transfer System:

The Equity shares of the Company are in dematerialized form. In respect of the Shares held in physical form the transfers and transmission are done by the Registrar and Share Transfer Agent of the Company viz. M/s MAS Services Ltd.

The Company obtains half yearly certificate from M/s. AVA Associates, through its Partner Mr. Amitabh, Practicing Company Secretaries (Membership No. 14190, COP No. 5500),in relating compliance with the shares transfer formalities as required under Regulation 40(9) & (10) of SEBI(LODR) Regulations, 2015 files a copy of the certificate with the Stock Exchanges, from time to time.

(Range) No. ofShares	No. of Shareholders	% of Shareholders	Total Shares in theRange	% of Shareholding
1-5000	3935	93.357	1582738	1.319
5001-10000	123	2.918	948767	0.791
10001-20000	53	1.257	811009	0.676
20001-30000	16	0.380	381066	0.318
30001-40000	16	0.380	546162	0.455
40001-50000	10	0.237	453511	0.378
50001-100000	13	0.308	1042168	0.869
1000001 and above	49	1.163	114219059	95.195
Total	4215	100	119984480	100

(xii) Distribution of Shareholding as on March 31, 2021

(xiii) Shareholding Pattern as on March 31, 2021

S. No.		Category of Shareholder	Total No. of Shares	% of Shareholding
A	PROMOTER AND PROMOTER GROUP		76108717	63.43
		Sub Total (A)	76108717	63.43
B		PUBLIC SHAREHOLDING
I	INSTITUTIONS
	a	FPI	2010669	1.68
II		NON-INSTITUTIONS
	a	Bodies Corporate	32687051	27.24
	b	Individuals	8588262	7.16
	c	NRI/OCB	26166	0.02
	d	Clearing Member/Any Other	563615	0.47
		Sub-Total [B= (BI + BII)	43875763	36.57
Total (A + B)			119984480	100.00

(xiv) Capital of the Company

The authorized and paid-up capital of your Company is Rs. 51.55 Crore and Rs. 11.99 Crore respectively.

(xv) Reconciliation of Share Capital

As stipulated by SEBI, a qualified Practicing Company Secretary carries out audit of Reconciliation of Share Capital to reconcile the total admitted, issued and listed capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and Stock Exchanges.

(xvi) Dematerialization of equity shares and liquidity

The trading in Equity Shares of the Company is permitted in dematerialized form. The Company has joined National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the trading. Accordingly, it may kindly be requested to all the members who are holding the shares in physical form to get their shares converted into demat form and thereby avail the option of script less trading. For this purpose, members can open a demat account with any depository participant (DP) to avail the facility of Dematerialization of shares or shareholders having demat account can surrender their share certificate to the irrespective DPs. As on March 31, 2021, 99.72% of the Company's total listed capital representing 11,96,46,725 was held in dematerialized form and the balance 0.28% comprising 3,37,755 shares were held in physical form.

SEBI had vide Notification Nos. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and SEBI/LAD-NRO/ GN/2018/49 dated November 30, 2018 read with BSE circular no. LIST/COMP/15/2018-19 dated July 05, 2018 and NSE circular no. NSE/CML/2018/26 dated July 09, 2018 directed that transfer of securities would be carried out in dematerialised form only with effect from 1st April 2019, except in case of transmission or transposition of securities. In view of the above and to avail the benefits of dematerialisation, Members are requested to consider dematerialising shares held by them in physical form.

Under the depository system, the International Securities Identification Number (ISIN) allotted to the Company is INE946H01037.

(xvii) Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, Conversion date and likely impact on equity.

The Company has not issued any ADRs, GDRs or any other Convertible Instruments.

(xviii) Commodity Price Risk/Foreign Exchange Risk and Hedging

The Company did not engage in hedging activities.

(xix) Plant Locations

As the Company is in real estate business hence, does not have any manufacturing or processing plants. The Registered Office of the Company is located at Unit No. 201, C - 50, Malviya Nagar, New Delhi-110017, and Corporate Office of the Company is situated at Vipul TechSquare, Golf Course Road, Sector -43, Gurugram-122009.

(xx) Name & Address Debenture Trustee

Catalyst Trusteeship Limited

GDA House, First Floor, Plot No. 85

S. No. 94 & 95, Bhusari Colony (Right), Kothrud,

Pune – 411038, Maharashtra. Phone: +91 (020) 25280081 Email: [email protected]

(xxi) Address for correspondence

(a) All work related to Shares Registry, both in physical and electronic from, is handled by the Company's Registrar & Transfer Agent at the following address:

M/s MAS Services Limited (Unit: Vipul Limited) T-34, IInd Floor, Okhla Industrial Area,Phase-II,New Delhi-110020. Phone: 011-26387281-83, Fax: 011-26387384, Email:[email protected]

(b) Mr. Sunil Kumar, Company Secretary, is the Compliance Officer of the Company and Investors' complaint may also be addressed to him at the following address:

Company Secretary Vipul Limited Vipul Techsqaure, Golf Course Road, Sector-43, Gurugram-122009 Telephone: 0124-4065500, Fax: 0124-4061000; Email: [email protected]

(xxii) Credit Ratings obtained by the Company

During the year under review, the Company has not availed the credit rating from any agency/ organizations.

(xxiii) SEBI toll-free helpline service for Investors: 1800 22 7575 (available on all days from 9:30 to 5:30 p.m. excluding declared holidays). SEBI investor's contact for feedback and assistance: tel. 022- 26449188, email: [email protected].

VIII. DISCLOSURES

(i) Disclosure of transactions with Related Parties

During the Financial Year 2020-21, there were no materially significant transactions or arrangements entered into by the Company with related parties requiring Shareholders/Members approval. Further, details of related party transactions as required by Accounting Standard (AS-18) are presented in Notes to Accounts in the Annual Report.

(ii) Detail of Non-Compliance relating to Capital Market during the last three years

The Company has complied with the requirements of the stock exchanges / SEBI / any other statutory authority on all matters related to capital markets. During the last three years, there were no penalties or strictures imposed on the Company by the stock exchanges / SEBI / any other statutory authority on any matter relating to capital markets except a fine of Rs. 4,58,575/- has been levied on the Company towards the non-compliance of regulation 17(1)(c) of SEBI (LODR) Regulations, 2015 by BSE Ltd and National Stock Exchange of India Limited.

The total number of directors on the Board was below the required number i.e. composition of minimum six directors due to the resignation of Dr. B. Samal, Non-Executive Independent Director on July 10, 2020 which was filled with appointment of Mr. Ajay Arjit Singh as an Additional Non-Executive Independent Director on March 23, 2021.

(iii) Vigil Mechanism / Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism Policy under which the Directors and employees are free to report violations of applicable laws and regulations.

The same is posted on the website of the Company at www.vipulgroup.in. Web link is:- http://www. vipulgroup.in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstockexchange-vigil_mechanism-vipul-group-2021-22-financial-year612627384afa0.pdf .

The Company has a Vigilance Committee to consider any complaint of non-compliances, wrong practices, suspected violations etc. The Committee comprises of Mr. Punit Beriwala, Managing Director & Chief Executive Officer, Mr. Alok Srivastava, Senior Manager (L&S) and Mr. Rakesh Kumar, Assistant Chief Manager (HR) as its members. The Committee also provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Board has co-opted Mr. Punit Beriwala and Mr. Alok Srivastava, as member w.e.f. July 31, 2020 and August 09, 2021 respectively. Mr. SK Jain has ceased w.e.f. August 09, 2021.

(iv) Code for Prevention of Insider Trading Practices

The Board of the Company has formulated / adopted the amended Codes in terms of Regulation 8 and 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has adopted the Policy for determining "Material Subsidiaries" which is available on the website of the Company i.e. www.vipulgroup.in.

a. Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) in terms of Regulation 8.
b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons in terms of Regulation 9.

The Company Secretary acts as the Compliance Officer. The above codes are posted on the website of the Company at www.vipulgroup.in. Web link is:-http://www.vipulgroup.in/assets/invester-pdf/model-codeconduct/model-code-of-conduct-code-of-conduct-for-the-prevention-of-insider-trading-effective-wefapril-01-20195cb4317a32695.pdf.

(v) Compliance with mandatory requirements

The Company is fully compliant with the applicable mandatory requirements of SEBI (LODR) Regulations, 2015 with the Stock Exchanges, relating to Corporate Governance.

Compliance Chart under SEBI (LODR) Regulations, 2015 at the end of the financial year 2020- 21(for the whole of financial year 2020-21)

I. Disclosure on website in terms of Listing Regulations
Item	Compliance status(Yes/No/NA)
Details of business	Yes
Terms and conditions of appointment of independent directors	Yes
Composition of various committees of board of directors	Yes
Code of conduct of board of directors and senior management personnel	Yes
Details of establishment of vigil mechanism of vigil mechanism/Whistle Blower policy	Yes
Criteria of making payments to non-executive directors	Yes

Vipul Limited

Policy on dealing with related party transaction	Yes
Policy for determining 'material' subsidiaries		Yes
Details of familiarization programmes imparted to independent directors	Yes
Contact information of the designed officials of the listed entity who are responsible for assisting and handling investor grievances	Yes
Email address for grievances Redressal and other relevant details		Yes
Financial results		Yes
Shareholding pattern		Yes
Details of agreements entered into the media companies and/or their associates		Yes
New name and the old name of the listed entity		Yes
II Annual Affirmations
Particulars	Regulation Number	Compliancesstatus (Yes/No/NA)
Independent director(s) have been appointed in terms of specified criteriaof 'independence' and/or 'eligibility'	16(1)(b) & 25(6)	Yes
Board composition	17(1)	Yes
Meeting of Board of directors	17(2)	Yes
Meetings of Compliance Reports	17(3)	Yes
Plans for orderly succession for appointments	17(4)	Yes
Code of Conduct	17(5)	Yes
Fees/compensation	17(6)	Yes
Minimum Information	17(7)	Yes
Compliance Certificate	17(8)	Yes
Risk Assessment &Management	17(9)	Yes
Performance Evaluation of independent Directors	17(10)	Yes
Composition of Audit Committee	18(1)	Yes
Meeting of Audit Committee	18(2)	Yes
Composition of nomination & remuneration committee	19(1) & 19(2)	Yes
Composition of Stakeholders Relationship Committee	20(1) & 20(2)	Yes
Composition and role of risk management committee	21(1), (2), (3), (4)	Yes
Vigil Mechanism	22	Yes
Policy for related party transaction	23(1), (5), (6) (7)& (8)	Yes
Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
Approval for material related party transaction	23(4)	Not Applicable
Composition of Board of Directors of unlisted material subsidiary	24(1)	Not Applicable
Other Corporate Governance requirements with respect to subsidiary oflisted entity	Yes
Maximum Directorship & Tenure	Yes
Meeting of independent directors	Yes
Familiarization of independent directors	Yes
Memberships in Committees	26(1)	Yes
Affirmation with compliance to code of conduct from members of Boardof Directors and Senior Management Personnel	26(3)	Yes
Disclosure of shareholding by Non-Executive Directors	26(4)	Yes
Policy with respect to obligations of directors and senior management	26(2) & 26(5)	Yes

Affirmations:

The Company has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied.

(vi) Adoption of non-mandatory requirements

a) The Board of the Company has been constituted in accordance with SEBI (LODR), Regulations, 2015. The chairman of the Board does not maintain a Chairman's office at the Company's expense.

b) Shareholders Rights

The quarterly and half yearly results are published in widely circulating national and local dailies where registered office of the Company is situated i.e. Delhi. Further, these results are also posted on the web-site of the Company at www.vipulgroup.in. Further, Annual Report containing the detailed Balance Sheet and Statement of Profit & Loss is also being sent to individual shareholders of the Company.

c) Audit Qualifications:

There are no qualifications contained in Audit report on Standalone Financials.

d) Chairman and CEO:

The posts of Chairman and Managing Director & CEO are separate.

e) Reporting of internal Auditors

The Internal Auditors of the Company reports to the Audit Committee and makes detailed presentation at the meetings of Audit Committee.

(vii) Policy on Materiality of and Dealing with Related Party Transactions

The Company has adopted the policy on Materiality of and dealing with related party transactions which specify the manner of entering into related party transactions. This Policy has been posted on the website of the Company at www.vipulgroup.in. Web link is:- http://www.vipulgroup.in/assets/ invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstock-exchange-policyon-materiality-and-delaing-with-related-party-transactions61232ca4ac4ee.pdf .

(viii) Subsidiary Companies

The subsidiary companies are managed by their respective Boards. The Company does not have any material unlisted subsidiary and hence is not required to nominate an Independent Director of the Company on the Board of the subsidiary companies.

For effective governance, the Company overviews the performance of its subsidiaries, inter alia, in the following manner:

The financial statements, in particular, the investments made by the unlisted subsidiary companies, are reviewed by the Audit Committee and the Board of Directors of the Company.
The Audit Committee and the Board of Directors look into the related party transactions entered into by the Company including those with the subsidiary companies.
The Minutes of the Board Meetings of the subsidiary companies are placed before the Board of Directors of the Company.
- Detail of significant transactions and arrangements, if any, entered into by the material unlisted subsidiary companies, if any.

The Company has adopted the amended Policy for determining "Material Subsidiaries" which is available on the website of the Company i.e. www.vipulgroup.in. Web link is:- http://www.vipulgroup. in/assets/invester-pdf/notice-shareholders-stock-exchange/notice-for-shareholdersstockexchange-policy-of-material-subsidiary5cf0ddf3c1097.pdf .

(ix) During the Financial Year ended March 31, 2021, the Company did not engage in commodity hedging activities.
(x) There has been no instance of non-compliance of any requirement of Corporate Governance Report except mentioned in Secreterial Audit Report for the financial year 2020-21 as annexed to Annual Report.

(xi) The Company has fully complied with the applicable requirement specified in Reg. 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (LODR) Regulations, 2015.

(xii) Disclosure of Accounting Treatment in preparation of Financial Statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) and comply with the Accounting Standards specified under section133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiii) Unclaimed Shares

Vipul Limited

In terms of Regulation 39(4) read with Schedule VI of SEBI (LODR) Regulations, 2015, the Company had transferred the unclaimed shares lying with into a specific demat account opened for the purpose. The details of the same are as under:

Sr.No.	Particulars	No. ofShareholders	No. ofShares
(i)	Aggregate number of shareholders and the outstanding shares lying in theunclaimed suspense account at beginning of the year.	225	2156548
(ii)	Number of shareholders who approached issuer for transfer of shares fromsuspense account during the year.	0	0
(iii)	Number of shareholders to whom shares were transferred from suspenseaccount during the year	0	0
(iv)	Aggregate number of shareholders and the outstanding shares in the suspenseaccount lying at the end of the year	225	2156548
(vi)	The voting rights on these shares shall remain frozen till the rightful owner ofsuch shares claims the shares	225	2156548

Members who have not yet claimed their equity shares are requested to write to the Secretarial Department at the Registered or Corporate Office to claim their equity shares.

(xiv) Unclaimed Dividend

In terms of Section 124 of the Companies Act, 2013/Section 205A(5) of the Companies Act, 1956, amounts lying unpaid or unclaimed in the Unpaid Dividend Account of the Company for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund established by the Central Government. Given below is a table providing the dates of declaration of dividend and the corresponding date when unclaimed dividends are due to be transferred to the Central Government:

FinancialYear	Date of declaration ofdividend	Last date for claimingunpaid dividend	Unclaimed amountas on March 31,2020 (in Rs.)*	Due date for transfer toInvestor Education andProtection Fund
2013-14	September 24, 2014	October 30, 2021	156,770.70	October 30, 2021
2014-15	-	-	-	-
2015-16	-	-	-	-
2016-17**	November 30, 2016	January 05, 2024	35,960.00	January 05, 2024
2016-17	September 22, 2017	November 28, 2024	206,845.52	January 05, 2024
2017-18	September 29, 2018	December 05, 2025	349468.90	December 05, 2025
2018-19	September 21, 2019	-	-	-
2019-20	September 25, 2020	-	-	-

* rounded off

** Interim Dividend

Members can claim the unpaid dividend from the Company before transfer to the Investor Education and Protection Fund. Members who have so far not encashed the dividend warrant(s) are requested to make their claim to the Secretarial Department at the Corporate Office of the Company situated at Vipul Limited, Vipul TechSquare, Golf Course Road, Sector-43, Gurugram-122009 or send an email to [email protected].

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of last Annual General Meeting i.e., September 25, 2020 on the website of the Company i.e. www.vipulgroup.in and Ministry of Corporate Affairs.

In terms of Rule 6 of IEPF Rules, all shareholders in respect of which dividend warrant has not been encashed in the 7 last consecutive years i.e. from FY 2012-13, are required to be credited to DEMAT Account of the Authority to be opened by the Authority.

The Company has issued the individual notice to the shareholders of the Company, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended by Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, herein referred to as "IEPF Rules", who have not claimed their dividends in the last 7 consecutive years from Financial Year 2012-13 can write to Registrar and share Transfer Agents M/s. MAS Services Ltd, T-34, 2nd Floor, Okhla Industrial Area, New Delhi-110020 or at Corporate Office of the Company on or before November 03, 2020 for further details and for making a valid claim.

The Company has received the request from the shareholders of the Company for transfer of dividend for the last seven consecutive years or part thereof.

Further in terms of Section 124 (5) of the Companies Act, 2013, any divided amount remaining unclaimed & unpaid for a period of seven years from the date they have become due for payment is required to be transferred to the Investor Education and Protection Fund(the Fund) constituted by the Central Government, has been transferred to IEPF Fund after complying with relevant provisions of the Companies Act, 2013.

(xv) Nominations

Members holding shares in physical form, are requested to register the name of their nominee(s), who shall succeed the member as the beneficiary of their shares and in order to avail this nomination facility, they may obtain/submit the prescribed form from/to the Registrar& Share Transfer Agent. Members holding shares in dematerialized form are requested to register their nominations directly with their respective DPs.

(xvi) Pledge of Equity Shares

The promoters have pledged part of their shareholding to secure the financial assistance availed by the Company.

(xvii)Proceeds from public issues, right issues, preferential issues etc.

The Company did not have any of the above issues during the year under review.

(xviii) Secretarial Audit Report

The Company has obtained Secretarial Audit Report for the financial year ended March 31, 2021 from M/s AVA Associates through its Partner Mr. Amitabh, Practicing Company Secretary (Membership no. 14190, COP No. 5500) for compliance with Section 204(1) of the Companies Act, 2013, SEBI (LODR), Regulations, 2015, SEBI Regulations on Takeover, Insider Trading and Depositories & Participants. The Secretarial Audit Report is annexed as Annexure B to the Directors' Report.

(xix) CEO/CFO Certification

During the year under review, Mr. Punit Beriwala, Managing Director & Chief Executive Officer and Mr. Anil Kumar Tibrewal, Chief Financial Officer of the Company gives quarterly/annual certification on financial reporting and internal controls in terms of Regulation 33 & 17(8) of SEBI (LODR) Regulations, 2015.

(xx) Management Discussion & Analysis Report

The Management Discussion & Analysis Report is attached to the Boards' Report & forms part of this Report.

(xxi) Green Initiative

The Company has been effecting the electronic delivery of Notice of Annual General Meeting & Annual report to the Shareholders, whose email ids are registered with the respective depository participants.

(xxii) Utilization of funds raised during the financial year 2020-21

During the financial year 2020-21, the Company has not raised through preferential allotment or qualified institutions placement as specified under regulation 32(7A) of the SEBI (LODR) Regulations, 2015.

(xxiii) Certificate from Company Secretary in Practice

The Company has obtained a certificate from M/s AVA Associates through its Partner Mr. Amitabh, Practicing Company Secretary (Membership No. 14190, COP No. 5500) that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board / Ministry of Corporate Affairs or any such statutory authority.

(xxiv) Recommendation from Committees of the Company

The board of the Company had accepted all the recommendations of Committees of the board which is mandatorily required, in the relevant financial year 2020-21.

(xxv) Total fees for all services paid by the Company

During the financial year 2020-21, total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part.

Particulars	By the Company*	By the Subsidiaries*	Total Amount
Statutoryaudit	6,80,000	2,89,337	9,69,337
Other services	1,65,000	Nil	1,65,000
Out-of-pocketExpenses	11,000	Nil	11,000
Total	8,56,000	2,89,337	11,45,337

(Amount in Rs.)

*The above fees are exclusive of applicable tax.

(xxvi) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same is available on the Company's website at. All employees (permanent, contractual, temporary and trainees, etc.) are covered under this Policy. The Policy is gender neutral.

Status of complaints as on March 31, 2021 as follows:

a.	number of complaints filed during the financial year	: NIL
b.	number of complaints disposed of during the financial year	: NIL
c.	number of complaints pending as on end of the financial year	: NIL

(IX) CODE OF CONDUCT

The Company had adopted the Code of Conduct for the members of the Board and Senior Management of the Company. The same is posted on the website of the Company at www.vipulgroup.in. Web link is: -http://www.vipulgroup.in/assets/invester-pdf/model-code-conduct/Code-of-Conduct.pdf.

Further, all the Board Members and Senior Management personnel (as per Schedule V (Part D) of SEBI(LODR) Regulations, 2015) have affirmed the compliance with the respective Code of Conduct. A declaration to this effect signed by the Chief Executive Officer forms part of this report.

Declaration

Pursuant to the Schedule V (Part D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Punit Beriwala, Managing Director and Chief Executive Officer of Vipul Limited, hereby confirm that the Company has received affirmations on compliance with the Code of Conduct for the financial year ended March 31, 2021 from all the Board Members and Senior Management Personnel.

	sd/-
	Punit Beriwala
Place: Gurugram	Managing Director &
Date: April 02, 2021	Chief Executive Officer

For & on behalf of the Board of Vipul Limited

Place: Gurugram Date: August 14, 2021 sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

Certificate of Non-Disqualification of Directors from Company Secretary in Practice (Pursuant to Regulation 34(3) read with Clause 10(i) of Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of Vipul Limited Unit No 201, C–50, Malviya Nagar, New Delhi-110017

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Vipul Limited (CIN L65923DL2002PLC167607) having registered office at Unit No 201, C–50, Malviya Nagar, New Delhi-110017 (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Clause 10(i) of Para C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the company as stated below for the Financial Year ending on March 31, 2021 have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

S.N.	Name of Director	DIN	Date of appointment in Company
1	Mr. Punit Beriwala	00231682	30/10/2002
2	Mr. Kapil Dutta	00964585	01/10/2006
3	Mr. Vikram Kochhar	03098195	15/05/2010
4	Mrs. Ameeta Verma Duggal	02532003	10/02/2015
5	Ms. Vishaka Beriwala	07323616	13/11/2019
6	Mr. Ajay Arjit Singh	03051938	23/03/2021

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the company. Our responsibility is to express an opinion on these and based on our verification. This certificate is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M/s. AVA Associates Company Secretaries

sd/- Amitabh Partner Place: Delhi CP: 5500 Date: June 29, 2021 Membership No. A14190 UDIN: A014190C000534391

The Board of Directors Vipul Limited

CERTIFICATION

It is to confirm and certify that,

a) We have reviewed the financial statements for the Quarter and financial year ended March 31, 2021 and that to the best of our knowledge and belief:
- (1) That these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
- (2) That these statements together present a true and fair view of the company's affair and are in compliance with existing accounting standards, applicable laws and regulations;
b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the quarter/financial year which is fraudulent, illegal or violative of the company's code of conduct and/or other than in normal course of business
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the company pertaining to the financial reporting and has disclosed to the auditors and the audit committee, deficiency in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or proposed to take to rectify these deficiencies;
d) We have indicated to the Auditors and Audit Committee:
- (1) significant changes, if any, in the internal control over financial reporting during the quarter/financial year;
- (2) significant changes in accounting policies, if any, during the quarter/financial year and that the same have been disclosed in the notes to the financial statements; and
- (3) Instances of significant fraud, if any, of which they have become aware and the involvement therein, if any, of the management or an employee having significant role in the company internal control system over financial reporting.
e) We affirm that there has not been any matter involving alleged misconduct for which personnel access to the Audit Committee of the Company was required.
f) We further declare that the Board Members and Senior Management have affirmed compliance with the Code of Conduct for the current quarter under review.

For Vipul Limited For Vipul Limited

sd/- sd/- Punit Beriwala Anil Kumar Tibrewal Managing Director & Chief Financial Officer Chief Executive Officer DIN : 00231682

Place: Gurugram Date : August 09, 2021

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of

Vipul Limited

We, JSUS & Associates, Chartered Accountants, the Statutory Auditors of Vipul Limited ("the Company"), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2021, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Managements' Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

Auditor's Responsibility

1. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
1. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
1. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

1. In our opinion, and to the best of our information and according to explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Regulations.
1. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company

For JSUS & Associates, Chartered Accountants (Registration number: 329784E)

Sd/- (Adrish Roy) Place : Kolkata Partner Date : August 14, 2021 (Membership No. 055826) UDIN: 21055826AAAABF7498

MANAGEMENT DISCUSSION & ANALYSIS REPORT

OUTLOOK & OVERVIEW OF THE ECONOMY

It has been over a year since COVID-19 was declared a global pandemic, which totally changed the course of the world. The global economies which were already facing a synchronized slowdown, got impacted severely by the outbreak of the coronavirus. According to The World Economic Outlook (WEO) update, the world economic outputdeclined by 3.3% in 2020, after growing by 2.4% in 2019. The contraction of the activity in 2020 was unprecedented and could have been worse, had it not been for the extraordinary policysupport provided by the world central banks. The pandemic which has claimed more than three million lives globally, has pushed world economies to work together towards a common cause. Globally, multiple vaccines are already available which are proving to be effective and in parallel, quick eradaption to the pandemic life has helped the global economy to recover faster than anticipated. While there could be large divergence in recovery rates of respective countries as they grapple with their own issues, the World Economic Outlook has estimated global growth to increase by 6.0% in 2021 and 4.4% in 2022.

Among the advanced economies, the United States is expected to surpass its pre-COVID GDP level in 2021, while the other advanced economies will return to their pre-COVID levels only in 2022. Amongst the emerging market and developing economies, China has already returned to pre-COVID GDP levels in 2020, while others are not expected to do so until 2023. A number of tourism reliant economies are faraway from recovery due to the existing travel restrictions in various parts of the world.

While the vaccination rollout has started globally, several countries are facing a second and third wave of corona virus infections due to the shortage of vaccines and bottle necksin production facilities. The renewed restrictions to contain the subsequent waves could derail the global economic recovery and will need to be closely tracked. Also, as the world economy resets in a post-pandemic world, it could be an opportunity for economies to reimagine their growth strategies, come out stronger and set the stage for growth in the coming decade.

After facing several head winds last year with the start of the pandemic, the Indian economy is expected to gradually recover in the current year. India's GDP grew by 0.4% in Q3 FY2020-21 after two consecutive quarters of contraction. As per the second advance estimates of Central Statistics Office (CSO), GDP growth for FY 2020- 21 is expected to contract by 8.0%,after expanding by 4.0% in FY 2019-20. The country's fiscal deficit for FY2020-21 has been pegged at 9.5% of GDP, much beyond the original targeted 3.5% of GDP, resulting from stressed tax and divestment revenues, increased expenditure commitments due to the COVID-19 pandemic and the resultant economic slowdown. The country's fiscal deficit for FY 2021-22 has been pegged at 6.8% of GDP and the FRBM act has been amended to target fiscal deficit below 4.5% of GDP by FY 2025-26.

The core sector grew by 6.8% in March 2021, helped by last year'slow base and double-digit growth in steel, cement, electricity and naturalgas segments, along with an upside surprise in IIP which rose by 22.4% inMarch. For FY 2020-21, IIP stood at-8.6% as against -0.8% in FY 2019-20, reflecting the weakness in the economy. Also, the lockdown and fresh restrictions in several parts of the country to contain the second wave could lead to a delay in recovery.

According to the CSO, country's factory output growth shot up by 7.0% in FY2020-21 as against a contraction of 0.7% in FY 2019-20. Consumer durables output, an indicator of urban demand, contracted by 15.2%in FY 2020-21, compared with 8.7%contraction in FY 2019-20.

According to the World Economic Outlook update, India's GDP growth is expected to recover sharply by 12.5% in FY 2021-22, on the assumption of a brisk recovery from the pandemic. Also, India's growth projection for FY 2022-23 is projected at 6.9%.RBI has maintained the repo rate at a record low of 4.0% since May2020 and accommodative monetary policy stance amid concerns of rising COVID-19 cases that could derail the nascent recovery. There is a high probability of downward revision in growth rates of the economy, given the severity of the second wave.

While the second wave of COVID-19 infections has created significant uncertainty over the economic trajectory in the short term, various initiatives by government will ensure a steady growth path in coming years. The government intends to spend more than Rs. 2.0 Lakh Crore on various Production Linked Incentive(PLI) schemes over the next 5 years in several sectors. The scheme is transformational which will facilitate India becoming

a global manufacturing hub, create more job opportunities and higher economic activity. Also, the setting up of DFI to fund infrastructure projects which was announced in the latest budget is expected to benefitallied sectors. Additionally, a stable tax regime despite the fiscal constraints will boost economic sentiment and private consumption.

FY 2020-21 inflation stood at 6.2%,within the RBI's estimated range and is expected to be 5.2% for the current year, according to the Asian Development Bank. Also, any upside risk from firm crude prices is more likely to be offset by softening of demand due to a resurgence in corona virus infections, reduction in duties on petroleum products and the likelihood of a normal monsoon in the current year. The country's exports of goods and services are expected to improve once the global economies recover from the pandemic. While the long term outlook looks bright for the country, the recurrence of COVID-19 waves could pose a serious risk to global trade activity and slow Indian economic growth.

The Indian real estate sector has been trying to get back on its feet and come to terms with multiple reforms and changes brought in the sector in the last few years. While it was a tough task for the sector to align itself with these new regulations, the measures have been instrumental to bring transparency, accountability and fiscal discipline over the last few years.

FY 2020-21 was an eventful year for the real estate sector which witnessed pandemic led disruption in FY2020- 21 and a strong bounce back during the second half of the year. The pandemic has forced the developers to change their legacy business models and the players who focus on innovation and digital transformation in realty will lead the way for the sector.We expect FY 2021-22 to start with weakness in the first quarter due to the significant impact of the second wave followed by a strong recovery thereafter and this will set the base for a multi-year growth cycle for the real estate sector. Financially strong and reputed developers with greater focus on delivering quality apartments and customised experiences for customer will benefit disproportionately from the likely cyclical upturn. Prevailing low interest rates, rising affordability and stable home prices have improved the consumer sentiment and will facilitate buoyant demand for the residential realestate sector.

The pandemic, resultant disruption and the prevailing liquidity crunch in the real estate sector has opened up a lot of opportunities for organized developers like GPL. We expect our business development activity to gather pace and hope to add several projects to our portfolio in FY 2021-22. The subsequent waves of COVID-19 and the resultant containment measures could delay the real estate recovery and will need to be tracked closely. Despite the crisis, our sales performance strengthened significantly in FY 2020-21 and we expect to further scale oursales momentum in FY 2021-22, given our exciting launch pipeline, strong brand and robust balance sheet. Also, our presence in the key markets and across the housing segments places us well to benefit from the likely commencement of a real estate upcycle.

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

Government data showed that India's Foreign Direct Investment (FDI) equity inflows during the period from April 2020 toMarch 2021 stood at $59.64 billion which corresponds to a growth of 19%.

In November 2020, the Government of India announced Rs. 2.65 lakh crore (US$ 36 billion) stimulus package to generate job opportunities and provide liquidity support to various sectors such as tourism, aviation, construction and housing. Also, India's cabinet approved the production-linked incentives (PLI) scheme to provide approximately Rs. 2 trillion (US$ 27 billion) over five years to create jobs and boost production in the country.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian real estate sector was expected to start recovering in 2020 after few lackluster years wherein the sector was impacted by multiple reforms and the changes brought about by Demonetisation, RERA, GST and theNBFC crisis. It has been a tough task for the sector to align itself with these externalities, but the measures have resulted in much needed transparency, accountability and fiscal discipline for the sector. Prior to the pandemic, the real estate sector was expected to contribute around 13% of India's GDP by 2025 (from around 6-7% in 2017), according to ANAROCK Research.

By 2040, real estate market will grow to Rs. 65,000 crore from Rs. 12,000 crores in 2019. Real estate sector in India is expected to reach a market size of US$ 1 trillion by 2030 from US$ 120 billion in 2017 and contribute 13% to the country's GDP by 2025. Retail, hospitality and commercial real estate are also growing significantly, providing the much-needed infrastructure for India's growing needs. Indian real estate is expected to increase by 19.5% CAGR from 2017 to 2028.

The pandemic nearly stalled the markets in 2020 and the sector was virtually written off at the early stages of the pandemic on the expectations of a subsequent economic fallout. However, during this unprecedented crisis, the real estate sector exhibited remarkable resilience and recovered ahead of expectations. After grappling with initial labor shortages and demand deferment, both the residential and office markets witnessed signs of revival from Q3 2020 onwards.

While the pandemic outbreak temporarily disrupted the sector, it also led to emergence of certain trends such as preference for larger apartments, increasing inclination forhome ownership as against rental housing, dedensification of office spaces and acceleration of the ongoing consolidation in the sector. Also, the current situation has opened up a lot of business development opportunities for well capitalised developers. The uncertainties of the second COVID-19 wave and its impact will need to be assessed and tracked closely.

The Indian residential sector has been under pressure due to tepid demand in the past few years and the pandemic has further worsened the situation for the sector. While the sector was finding its way post the liquidity crisis and earlier disruptions, the COVID-19 pandemic threw upon an unprecedented crisis and nearly stalled the housing market in the first half of the year. However, contrary to everyone's expectations the residential market proved to be resilient and started recovering strongly from Q3 2020 onwards. Larger established players with easy access to funding and technological edge gained market share during the year. Stagnant housing prices coupled with decadal lowinterest rates helped the residential sector to stage a meaningful recovery.

According to the property research firm Knight Frank, the total sales volume in the top eight cities declined by 37% in CY2020 to 154,434 units.

According to the Knight Frank affordability matrix, affordability for the top eight cities has improved over the last few years with rising income levels and time correction in the housing sector. An EMI/Income ratio of over 50% is considered unaffordable according to the matrix and most cities have witnessed a dramatic increase in affordability due to decadal low interest rates and decline in home prices in CY 2020.

The office market in India has been vibrant over the past few years, with record supply and leasing transactions hitting the market in CY2019. The market was expected to continue its positive momentum in CY2020; however, the COVID-19 pandemic and the associated lockdowns resulted into a new set of challenges for the office sector. The corporate tenants were forced to adopt work from home practices and major real estate leasing decisions were delayed. Business activities across all markets came to a stands till during Q2 2020 because of the pandemic and the phased resumption in a weak economic environment heavily impacted the office demand.

Budget 2021 – takeaways

The Government delivered an impressive growth-oriented budget, despite limited fiscal room in FY2020-21. While there were limited announcements impacting the realestate sector directly, a major thrust on infrastructure spending will benefit the real estate sector. Additionally, a stable tax regime will greatly benefit the demand in the housing sector. Some of the key measures include:

Interest deduction benefit on affordable housing

The Government in its attempt to boost affordable housing demand, proposed to extend additional tax benefit of Rs. 1.5 Lakh on interest paid on affordable housing loans by one year till March 2022.

Tax holiday for Affordable housing developers

In order to encourage developers to focus on affordable housing projects, the Government extended the date of approval for these projects for availing tax holiday on profits earned by developers by one year till March 2022. The tax holiday which was being provided under section 80-IBA for approved projects during the period from June 1, 2016 to March 31, 2021 has been extended by one more year.

Rental housing for migrant workers

The government has provided a tax exemption for notified rental housing projects for migrant workers which will facilitate supply and demand for affordable housing.

REIT regulation changes

The government has removed Tax Deduction at Source (TDS) on dividends paid to REITs, which will bring down the administrative burden for REITs. Additionally, the government has proposed to enable debt financing of InVITs/REITs by foreign portfolio investors by making suitable amendments in the relevant legislations which will open up additional avenues of funding at competitive rates.

COMPANY STRENGTHS

Promoters and senior management continues to put efforts to focus on Project Planning and Execution for delivering present-day design and quality construction.

The Project management team comprises of experienced, highly qualified experts with vast experience in their functional areas. The team drives the organization through their contribution. The organizational framework has been designed to manage the design, engineering, procurement and execution of concurrent, multi-site projects keeping a focus on delivery of developments of International standards.

Your Company continues to capitalize on the market opportunities by leveraging its key strengths.

These include:

1. Brand Reputation: Enjoys higher recall and influences the buying decision of the customer. Strong customer connects further results in higher premium realizations.
1. Execution: Possesses a successful track record of quality execution of projects with contemporary architecture.
1. Strong cash flows: Has built a business model that ensures continuous cash flows from their investment and development properties ensuring a steady cash flow evenduring the adverse business cycles.
1. Significant leveraging opportunity: Follows conservativedebt practice coupled with enough cash balance which provides a significant leveraging opportunity for further expansions.
1. Outsourcing: Operates an outsourcing model of appointing globally renowned architects/contractors that allows scalability and emphasizes contemporary designand quality construction – a key factor of success.
1. Transparency: Follows a strong culture of corporate governance and ensures transparency and high levels of business ethics.
1. Highly qualified execution team: Employs experienced, capable and highly qualified design and project management teams who oversee and execute all aspectsof project development.

OPPORTUNITY: The growth opportunity in the Real Estate Sector is far from over. It will continue to play out over the medium term. Large number of unorganized players have exited the market leaving more opportunities for the serious players.

As India awaits policy reforms to pick up speed, your Company firmly believes that the demand for Real Estate in a country like India should remain strong in the medium to long term. Your Company's well accepted brand, contemporary architecture, well designed projects in strategic locations, strong balance sheet and stable financial performance even in testing times make it a preferred choice for customers and shareholders.Your Company is ideally placed to further strengthen its development potential by acquiring new land parcels.

Housing Demand

The pandemic has reinforced the security that home ownership offers vis-à-vis rental housing, resulting in rising housing demand. A full fledged expected economic recovery coupled with all-time low interest rates, stagnant house prices and rising income levels are some of the factors which will drive the housing demand going ahead.

Consolidation

The highly fragmented Indian realestate sector has been in a prolonged consolidation phase in the past few years; albeit at a slower pace. Thereforms and the disruptions in the realestate sector have ensured that no new player has an easy entry into the sector. Even the existing developers have been under pressure with lack luster sales, high borrowing costs and lack of pricing power. The liquidity crisis worsened the situation for the sector and the pandemic has accelerated the process of consolidation. The pandemic has opened up new avenues of growth for well capitalised developers in terms of attractive business development opportunities and online digital sales.

Affordable housing

Affordable housing continues to remain a significant opportunity for developers and key focus area of the government. While the target customers of affordable housing were worst hit by the pandemic leading to lower sales in CY2020, the share of launches in the affordable segment across the top 7cities of India, has also dropped from 40% in CY2019 to 30% in CY2020, according to ANAROCK Research. In Budget 2021, the government announced several measures to boost affordable housing. In its attempt to boost the affordable housing demand, the government has proposed to extend additional tax benefit of Rs. 1.5 Lakh on interest paid on affordable housing loans by one more year till March 2022. Also, in order to encourage developers to focus on affordable housing projects, the Government has extended the date of approval for these projects for availing tax holiday on profit earned by developers by one year till March 2022. The affordable housing segment could see a meaningful uptickin demand with an expected economic recovery, improving wages and affordability. Lastly, Affordable Rental Housing Complexes (ARHCs) have been accorded as a sub-scheme under Pradhan Mantri AWAS Yojana-Urban(PMAY-U) to provide ease of living to urban migrants engaged in the informal sectors of the economy.

Digital Real Estate Sales

Over the past few years, digital marketing has emerged as an important tool for real estate developers to boost their sales and reach out to customers globally.While the earlier marketing activities were limited to building consumer experience and establishing connection through digital means, the pandemic has forced the developers to change their conventional sales models. Developers who have been able to migrate their sales process from on-boarding of customers to closing the deal online, have recorded healthy sales even during the lockdown. Digital collaboration tools can be leveraged by the developers to interact with potential customers, showcase project brochures, facilitate virtual site tours, and focus on NRIs to propel the sales. Going ahead, it will be imperative for the developers to adapt to a tech-savvy future in terms of digital platforms for sales and marketing and also introduce enhanced automation at sites.

Monetary Easing

The real estate sector performance is closely linked to the country's economic fundamentals and its monetary policies. The Reserve Bank of India has kept the benchmark reporate unchanged at 4.0% since May 2020, which is the lowest ever repo rate in its attempt to support the economic recovery while maintaining an accommodative stance. A liberal monetary policy is expected to benefit the customers, real estate developers and foster the reviving housing demand.

THREAT: Even as the demand in the Real Estate Sector is increasing gradually, the squeezed financial scenario and NBFC issue has let to major liquidity challenges and increased borrowing costs.

Huge inventory pile up and delayed projects have affected the confidence of residential enduse customers as well as the investor community.

Regulatory Hurdles

The real estate sector is a highly regulated sector and any unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. There are substantial procedural delays with regards to land acquisition, landuse, project launches and construction approvals. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

Funding

The lending to real estate developers by the NBFCs and HFCs was already limited after the IL&FS crisis and the pandemic has further deteriorated the liquidity situation for weaker developers who had to resort to alternative funding in absence of long term loans from banks. However, Grade I developers with strong balance sheets continue to enjoy ample liquidity access. Going ahead, the funding situation is likely to remain selective towards the reputed developers and majority of developers will have to rely on cash flow generation from project sales.

Shortage of Manpower & Technology

The real estate sector is heavily dependent on manual labour. During the pandemic, the sector was badly hit due to reverse migration of construction workers which affected the construction activity severely, leading to delayed timelines for project completion. Hence, there is a need for development of technologically less labour intensive alternative methods of construction.

RISKS AND CONCERNS

Vipul's risk management approach focuses on mitigating the adverse impact of external risks on its business objectives. The framework comprises a combination of centrally issued policies and divisionally-evolved procedures that are regularly reviewed for their alignment with sectoral dynamics and evolving trends.

The Company has a Risk Management Committee which is entrusted with the responsibility of establishing polices to monitor and evaluate the risk management systems of the Company.

The Company aims at continuous improvement of the processes which inter-alia include, reporting methodology of the legal matters, efficient engagement of high quality panel of third party lawyers, standardization of key documents and strengthening internal guidelines and processes on documentation, legal matters and their reporting.

Industry Cyclicality

The real estate market is inherentlya cyclical market and is affected by macroeconomic conditions, changes in applicable governmental schemes, changes in supply and demand for projects, availability of consumer financing and liquidity. Your Company has attempted to hedge against the inherent risks through a business model comprising owned projects, joint ventures, residential platforms, and development management through a pan- India presence. However, any future significant down turn in the industry and the overall investment climate may adversely impactbusiness.

Statutory Approvals

The real estate sector in India is heavily regulated by the central, state and local governments. Real estate developers are required to comply with a number of laws and regulations, including policies and procedures established and implemented by local authorities in relation to land acquisition, transfer of property, registration and use of land. These laws often vary from state to state. Several of your Company's projects are in preliminary stages of planning and any delay in obtaining approvals could warrant revised scheduling of project timelines.

INTERNAL CONTROL 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.

The internal control is supplemented by extensive programme of internal audits, review by Audit Committee and Board of the Company. The system has been designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company.

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.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

You Company continues to focus its business strategy on its core markets; reduce debt and improve the quality of debt; rationalize costs and capital expenditure. Your Company continues to focus on delivering and completing projects in a timely manner with complete focus on quality. Here are some key facts for FY 2021 as compared to FY 2020: (Rs in Lakh)

Particular	Financial YearEnded 31.03.2021	Financial YearEnded 31.03.2020
Revenue from operations	3,567.39	16,097.33
Other Income	1,099.58	2,446.15
Total Income	4,666.97	18,543.48
Total Expenses	11,356.52	21,651.06
Profit /(Loss) before Tax	(6,689.55)	(3,107.58)
Less: Tax Expense:
(i)Current Year(ii)Deferred tax	-(1,754.68)	-(364.59)
Profit / (Loss)of the year	(4,934.87)	(2,742.99)
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss	49.63	(50.61)
(ii) Income tax relating to items that will not be reclassified to profit or loss	12.90	(17.68)
B. (i) Items that will be reclassified to profit or loss	-	-
(ii) lncome tax relating to items that will be reclassified to profit or loss	-	-
Total Comprehensive Income	(4,898.14)	(2,775.91)

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Vipul firmly believes that its intellectual capital plays a fundamental role in sustaining profitable business growth. In keeping with this conviction, the Company continues to invest in dedicated programs for its people to nurture skill and build capabilities that will help them in addressing current and future business needs.

The focus of human resource function is not only to improve employee productivity, skill sets and knowledge but also to improve employee empowerment and welfare. All the process and policies of Human Resources function are tuned to support the overall business needs, people strategy and organization goals.

The above ensures that a pool of ably skilled workforce is available to the company to choose from. Before becoming a member of Vipul family, he or she goes through a stringent evaluation process that resonates well with Vipul's work culture.

We give high priority to the health and safety of our employees. An effective way of ensuring this is building a safety culture, where safety is the responsibility of each and every employee.

As on March 31, 2021, the total strength of your Company's employees stood at 107.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

The significant changes in the key financial ratio of the Company, which are more than 25% as compared to the previous year are as given below-

SI. No.	Particulars	FY 2020-21	FY 2019-20	Change (%)	Explanations
1.	Debtors Turnover	0.08	0.36	(76.52)%	Decline in Turnover
2.	Operating ProfitMargin (%)	-105.17%	-2.51%	(4087.00) %	Decline in Turnover andescalation in costs
3.	Net Profit Margin (%)	-138.33%	-14.79%	(835.31) %	Decline in Turnover andescalation in costs

CAUTIONARY STATEMENT

Statements in this report on Management Discussions and Analysis describing the Company's objectives, estimates and expectations may be forward looking statements based on certain assumptions and expectations of future events. Actual results might differ substantially or materially from those expressed or implied. The Company assumes no responsibility nor is under any obligation to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events. This report should be read in conjunction with the financial statements included herein and the notes thereto.

For & on behalf of the Board of Vipul Limited

Place: Gurugram Date: August 14, 2021 sd/- Punit Beriwala Managing Director & Chief Executive Officer DIN : 00231682 Vikram Kochhar DIN : 03098195

sd/-

Director

Vipul Limited

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF VIPUL LIMITED Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of VIPUL LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity and notes to the financial statements for the year then ended on that date, including a summary of significant accounting policies and other explanatory information (herein after referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its losses (including Other Comprehensive Income), Changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

1. We draw your attention to the following matters included in the Notes to the Standalone Financial Statements:
i. Note No. 44 which states the reasons for not accounting for the accrued interest payable to PNB Housing Finance Company Limited for the financial year 2020-21
ii. Note No. 45 to the financial results which state that there have been breaches in repayment of loans by the Company.
iii. Note No.47 which relates to the various claims and counter claims pending before the Arbitral Tribunal.
iv. Note 42(i) which states that certain balances under Loans, Advances and Trade Receivables are subject to balance confirmations.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr.No	Key Audit Matter	Auditor's Response
1	Investment in Subsidiaries/ Joint Venturesand AssociatesTheimpairmentreviewofunquotedequityinstruments and debt, with a carrying value of Rs.2362.98 lakhs, is considered to be a risk area dueto the size of the balances as well as the judgmental nature of key assumptions, which may be subject to management override. The carrying valueof such unquoted equity instruments and debt is atrisk of recoverability. The net worth of some of theunderlying entities has significantly eroded anddoes not have projects under development. Theestimated recoverable amount is subjective dueto the inherent uncertainty involved in forecastingand discounting future cash flows.	Besides obtaining an understanding of Management's processes and controls with regardto testing the impairment of the unquoted equity instruments in loss making subsidiariesand associates. Our procedures included thefollowing:•Engaged internal fair valuation experts tochallengemanagement'sunderlyingassumptions and appropriateness of the valuation model used;•ComparedtheCompany'sassumptionswith comparable benchmarks in relation tokey inputs such as long-term growth ratesand discount rates;•Assessed the appropriateness of the forecast cash flows within the budgeted periodbased on their understanding of the business and sector experience;•Considered historical forecasting accuracy,by comparing previously forecasted cashflows to actual results achieved; and•Performed a sensitivity analysis in relationto key assumptions
2	Revenue recognition – accounting for construction contractsThere are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timingof revenue recognition. The Company recognisesrevenue and profit/loss on the basis of stage ofcompletion based on the proportion of contractcosts incurred at balance sheet date, relative tothe total estimated costs of the contract at completion. The recognition of revenue and profit/losstherefore rely on estimates in relation to total estimated costs of each contract. Cost contingenciesare included in these estimates to take into account specific uncertain risks, or disputed claimsagainst the Company, arising within each contract.These contingencies are reviewed by the Management on a regular basis throughout the contractlife and adjusted where appropriate.	In responding to the identified key audit matter, we completed the following audit procedures:•Testing of the design and implementationof controls involved for the determinationof the estimates used as well as their operating effectiveness;•Testing the relevant information technologysystems' access and change managementcontrols relating to contracts and relatedinformation used in recording and disclosing revenue in accordance with the newrevenue accounting standard;•Testing a sample of contracts for appropriateidentificationofperformanceobligations;•Forthesampleselected,reviewingforchange orders and the impact on the estimated costs to complete;•Performedanalyticalproceduresforreasonableness of revenues disclosed by typeand service offerings

Other Information

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis; Board's Report including Annexures to Board Report, Business Responsibility Report, Corporate Governance and Shareholders' Information but does not include the standalone financial statements and our auditor's report thereon. The aforesaid documents are expected to be made available to us after the date of this auditor's report.

Vipul Limited

1. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance or conclusion thereon.
1. In connection with our audit of the standalone financial statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
1. When we read the aforesaid documents, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management's Responsibility for the Standalone Financial Statements

1. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
1. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
1. The Board of Directors are also responsible for overseeing the company's financial reporting.

Auditor's Responsibility for the Audit of the Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matters or when we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
1. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub –section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
1. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Vipul Limited

(e) The matters described in the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
(h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

According to the information and explanations given to us and the records of the company examined by us, total managerial remuneration paid as reflected in the financial statements for the year ended 31st March 2021 are in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, as applicable.

However, the Company has made default of repayment of loans taken from various lenders being banks/public financial institutions and was in default at the time of such payments/ provision. As required under 197(3) of the Act, 2013, prior approval from such lenders has not been obtained.

(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 39 of the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For JSUS & Associates, Chartered Accountants (Firm Registration Number: 329784E)

Sd/- (Adrish Roy ) Place : Kolkata Partner Date : August 09, 2021 (Membership Number 055826) UDIN: 21055826AAAAAX7089

ANNEXURE- A: TO THE INDEPENDENT AUDITOR'S REPORT To the Members of VIPUL LIMITED [Referred to in paragraph 18 of the Auditors' Report of even date]

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of Property, plant and equipments.
(b) As explained to us, the company has a system of verifying all its major Property, Plant & Equipments over a period of three years. The Property, Plant & Equipments so scheduled for verification during this year have been physically verified. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.
(c) According to the information and explanations given to us and the records of the Company examined by us, the title deeds of the immovable property is yet to be registered in the name of the Company..
1. The inventory has been physically verified by the management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.
1. (a) According to the information and explanations given to us and based on the audit procedures conducted by us, the Company has granted unsecured loans to a subsidiary company covered in the register maintained under section 189 of the Companies Act, 2013. The terms and conditions of these loans in our opinion are not prejudicial to the interests of the Company.
(b) As per the terms of the loan, the neither the principal and nor the interest is due for repayment.
(c) As per the information and explanations given to us and the records examined by us, there is no amount overdue for more than ninety days in respect of recovery of principal and interest of the above loans.
1. According to the information and explanations given to us and the records of the Company examined by us, the provisions of section 185 and 186 of the Companies Act, 2013, have been complied with in respect of loans, investments guarantees and securities given by the Company.
1. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the rules framed there under.
1. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out any detailed examination of such records and accounts.
1. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is not regular in depositing its undisputed statutory dues with the appropriate authorities including Provident fund, income tax, goods and services tax and income tax deducted at source except Employees State Insurance fund.

Details of the extent of arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become are as given below:-

Name of the statute	Nature of dues	Amount(Rs. in Lacs)	Financial year forwhich the amountrelates
Income Tax Act, 1961	Tax deducted at source	246.31	2019-20, 2020-21
Central Goods and Service Tax Act,2017 and Haryana State Goods andService Tax Act, 2017	Goods and Service TaxAct	49.74	2020-21
Employees' Provident Funds -and Miscellaneous Provisions Act, 1952	Employees' ProvidentFunds	19.96	2020-21

(b) According to the information and explanations given to us and the records of the company examined by us, the following dues of income tax, sales tax, service tax ,value added tax have not been deposited on account of dispute:-

S.No	Name of thestatute	Nature ofdues	Amount(Rs. in Lacs)	Financial year for whichthe amount relates	Forum where thedispute is pending
1	Income Tax Act,1961	Income TaxDemand	678.08(*)	2004-05, 2012-13	CIT (Appeals),NewDelhi
2	Income Tax Act,1961	Income TaxDemand	534.06	2015-16, 2017-18, 2018-19	CIT (Appeals),NewDelhi
3	Income Tax Act,1961	TDS Demand	30.26(**)	2014-15	CIT (Appeals),NewDelhi
4	Orissa ValueAdded Tax,2004	VAT Demand	106.37(***)	2009-10,2011-12	Odisha High Court &JCCT, Odisha
5	Haryana ValueAdded Tax,2003	VAT Demand	1837.38	2014-15, 2015-16, 2016-17	Excise and Taxation CommissionerHaryana
6	Service Tax (Finance Act,1994)	Service TaxDemand	16.11	2003-04, 2004-05	Joint CommissionerService Tax, NewDelhi
7	Service Tax (Finance Act,1994)	Service TaxDemand	757.28	2010-11 to 2013-14,2014-15, 2015-16	Appeal filed beforeCAET
8	Service Tax (Finance Act,1994)	Service TaxDemand	700.49(****)	2010-11 to 2013-14,2014-15, 2015-16	Appeal filed beforeCAET

* Net of 69.16 (Rs. In lacs), (PY 44.46) adjusted with demand.

**Net of 8.76 (Rs. In lacs), (PY NIL) paid under protest.

***Net of 15.98 (Rs. In lacs), (PY 15.98) paid under protest.
**** Net of 56.80 (Rs. In lacs), (PY 56.80) paid under protest.
1. According to the information and explanation given to us and the records of the company examined by us, the Company has defaulted in the repayment of dues of a financial institution as detailed below:

Name of Financial Institution	Amount ofDefault (Rs.in Lakhs)	Period of Default (in days)	Regularised on
PNB Housing Finance Ltd (1)	9,633.03	548	Not regularised as on 09/08/2021
PNB Housing Finance Ltd (2)	24244.97	548	Not regularised as on 09/08/2021
PNB Housing Finance Ltd (3)	3837.01	548	Not regularised as on 09/08/2021

In our opinion, and according to the information and explanation given to us, on an overall basis, the money raised by Company during the year by way of term loan have been applied for the purpose for which they were obtained.

The Company has not raised any money by way of initial public offer or further public offer (including debt instruments).

1. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.
1. According to the information and explanations given to us and the records of the company examined by us, total managerial remuneration paid as reflected in the financial statements for the year ended 31st March 2021 are in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, as applicable.

However, the Company has made default of repayment of loans taken from various lenders being banks/ public financial institutions and was in default at the time of such payments/ provision. As required under 197(3) of the Act, 2013, prior approval from such lenders has not been obtained.

1. The related statutes are not applicable as the Company is not a Nidhi Company.
1. According to the information and explanations given to us and the records of the Company examined by us, the company has complied with the requirements of sections 177 and 188 of the Act with respect to its transactions with the related parties. Pursuant to the requirement of the applicable Accounting Standard, details of the related party transactions have been disclosed in Note 49 of the standalone Ind AS financial statements for the year under audit.
1. The Company has neither made any preferential allotment of shares nor fully or partly convertible debentures during the year under audit.
1. According to the information and explanations given to us and the records of the Company examined by us, the Company has not entered into any non-cash transactions, with any director of the Company and the holding company or persons connected with them, involving acquisition of assets by or from them for consideration other than cash.
1. In our opinion, and according to the information and explanations given to us, not being a non-banking financial company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For JSUS & Associates, Chartered Accountants (Firm Registration Number: 329784E)

Sd/- (Adrish Roy ) Place : Kolkata Partner Date : August 09, 2021 (Membership Number 055826) UDIN: 21055826AAAAAX7089

ANNEXURE- B: TO THE INDEPENDENT AUDITOR'S REPORT

To the Members of VIPUL LIMITED

[Referred to in paragraph 19 (g) of the Independent Auditor's Report of even date]

Report on the Internal Financial Control under Clause (i) of Sub –sections 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of VIPUL LIMITED ("the Company") as of 31st March, 2021 in conjunction with our audit of The Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Control

The Company's management is responsible for establishing and maintaining internal financial control based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

1. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the "Guidance Note" and the Standard on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includes obtaining an understanding of internal financial control over financial reporting, assessing the risk that a material Weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedure selected depends on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error.
1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Control over Financial Reporting

1. A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that
1. Pertain to the maintenance of the records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
1. provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the Company are being made only in accordance with authorization of management and directors of company; and
1. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements

Inherent Limitations of Internal Financial Control over Financial Reporting

Because of inherent limitation of internal financial control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to errors or fraud may occur and not be detected. Also, projections of any evaluations of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respect, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2021, based on the internal control over financial reporting criteria established by the Company considering, the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting, issued by ICAI.

For JSUS & Associates, Chartered Accountants (Firm Registration Number: 329784E)

Sd/- (Adrish Roy ) Place : Kolkata Partner Date : August 09, 2021 (Membership Number 055826) UDIN: 21055826AAAAAX7089

BALANCE SHEET AS AT 31ST MARCH, 2021

		AS AT	AS AT
Particulars	Notes	31.03.2021	31.03.2020
		(Rs.in Lakhs)	(Rs.in Lakhs)
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment	1	373.24	403.41
(b) Intangible Assets	1	5.92	9.84
(c) Financial Assets
(i) Investments	2	2,362.98	2,367.98
(ii) Trade Receivables	3	6,636.49	6,341.03
(iii) Loans	4	3,306.48	3,261.93
(d) Deferred Tax Assets (net)		3,791.69	2,049.91
(e) Income Tax Assets (net)	5	611.89	691.40
(f) Other Non Current Assets	6	7,392.30	8,092.23
Total Non Current Assets		24,480.99	23,217.74
Current Assets
(a) Inventories	7	64,973.38	64,110.60
(b) Financial Assets
(i) Trade Receivables	8	33,163.74	38,274.19
(ii) Cash and Cash Equivalents	9	5,765.89	1,659.48
(iii) Loans	10	2,688.98	2,705.90
(iv) Other Financial Assets	11	8,391.36	9,930.22
(c) Other Current Assets	12	23,738.76	24,675.37
Total Current Assets		1,38,722.11	1,41,355.76
Total Assets		1,63,203.10	1,64,573.50
EQUITY & LIABILITIES
Equity
Equity Share Capital	13	1,199.84	1,199.84
Other Equity	14	31,536.74	36,434.88
Total Equity		32,736.58	37,634.73
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings	15	7,978.16	31,453.58
(b) Other Non Current Liabilities	16	6,601.48	7,310.81
Total Non Current Liabilities		14,579.64	38,764.39
Current Liabilities
(a) Financial Liabilities
(i) Borrowings	17	12,481.23	12,771.44
(ii)Trade & Other Payables :	18
- Total Outstanding dues of Micro and small enterprises		-	-
- Total Outstanding dues of other than Micro and small enterprises		8,173.08	6,396.37
(iii)Other Financial Liabilities	19	56,873.90	33,738.22
(b) Other Current Liabilities	20	38,358.67	35,268.35
Total Current Liabilities		1,15,886.87	88,174.38
Total Liabilities		1,30,466.52	1,26,938.78
Total Equity & Liabilities		1,63,203.10	1,64,573.50

For JSUS & Associates Chartered Accountants FRN- 329784E

sd/- (Adrish Roy) Partner Membership No-055826

Place: Kolkata Date: August 09, 2021 For & on behalf of the Board of Directors of Vipul Limited

sd/- Punit Beriwala Managing Director & CEO DIN : 00231682

sd/- Anil Kumar Tibrewal Chief Financial Officer

sd/- Vikram Kochhar Director DIN : 03098195

sd/- Sunil Kumar Company Secretary A-38859

Place: Gurugram Date: August 09, 2021

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2021

Particulars	Notes	Year ended31.03.2021(Rs. Lakhs)	Year ended31.03.2020(Rs. Lakhs)
INCOME
Revenue from Operations	21	3,567.39	16,097.33
Other income	22	1,099.58	2,446.15
Total Revenue		4,666.97	18,543.48
EXPENSES
Project Expenses	23	8,181.91	20,222.33
Changes in Inventories	24	(862.78)	(3,720.69)
Employee benefits expenses	25	872.43	1,430.41
Finance Costs	26	2,551.68	2,909.71
Depreciation/Amortisation expenses	1	54.10	80.01
Other expenses	27	559.19	729.29
Total Expenses		11,356.52	21,651.06
Profit/(Loss) before Tax		(6,689.55)	(3,107.58)
Tax expense:
- Current Tax		-	-
- Earlier year adjustment in tax (net)		-	-
- Deferred Tax		(1,754.68)	(364.59)
Profit/(Loss) for the year		(4,934.87)	(2,742.99)
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss		49.63	(50.61)
(ii) Income Tax relating to items that will not be reclassified to profitor loss		12.90	(17.68)
Total Other Comprehensive Income for the year		36.72	(32.92)
Total Comprehensive Income for the year		(4,898.14)	(2,775.91)
Basic and diluted Earning Per Share (Face value of Rs. 1/- each)		(4.11)	(2.29)

The accompanying notes are an integral part of the financial statements. As per our report of even date attached.

For JSUS & Associates Chartered Accountants FRN- 329784E

sd/- (Adrish Roy) Partner Membership No-055826

Place: Kolkata Date: August 09, 2021 Vipul Limited

For & on behalf of the Board of Directors of

sd/- Punit Beriwala Managing Director & CEO DIN : 00231682

sd/- Vikram Kochhar Director DIN : 03098195

sd/- Anil Kumar Tibrewal Chief Financial Officer

sd/- Sunil Kumar Company Secretary A-38859

Place: Gurugram Date: August 09, 2021 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021

A. Equity Share Capital (Rupees in Lakhs)

Particulars	Balance as on	Issued during	Balance as on	Issued during	Balance as on
	01.04.2019	the year	31.03.2020	the year	31.03.2021
1/- eachRs.Shares ofEquity119,984,480	11,99,84,480	-	11,99,84,480	-	11,99,84,480

B. Other Equity

tion ResevesAmalgama					Income
	Premium ReserveSecurities	GeneralReserves	demption ReserveDebenture Re-	RetainedEarnings	Defined benefit plansChanges in
12.25Balance as on 01.04.2019	23,212.84	10,150.00	-	5,561.59	16.78	38,953.46
-Profit for the year	-	-	-	250 .18	-	-
-Other Comprehensive income (net of Taxes)	-	-	-	-	21.36	-
-Total Comprehensive income	-	-	-	250.18	21.36	-
-Dividend	-	-	-	47.99	-	-
-Tax on Dividend	-	-	-	9.77	-	-
-Transfer to General Reserves	-	-	-	-	-	-
-Transfer to Debenture Redemption Reserves	-	-	1,875.00	1,875.00	-	-
12.25Balance as on 31.03.2020	23,212.84	10,150.00	1,875.00	3,879.01	38.14	39,167.24
12 .25Balance as on 01.04.2020	23,212.84	10,150.00	1,875.00	1,206.74	(21.95)	36,434.88

Balance as on 01.04.2020	12 .25	23,212.84	10,150.00	1,875.00	1,206.74	(21.95)	36,434.88
31.03.2021Profit for the period ended	-	-	-	-	(4,934.87)	-	-
of(netComprehensive incomeTaxes)Other	-	-	-	-	-	36.72	-
memprehensive incoTotal Co	-	-	-	-	(4,934.87)	36.72	-
Dividend	-	-	-	-	-	-	-
DividendTax on	-	-	-	-	-	-	-
ReservesGeneralTransfer to	-	-	-	-	-	-	-
RedemptionDebentureTransfer toReserves	-	-	-	-	-	-	-
Balance as on 31.03.2021	12.25	23,212.84	10,150.00	1,875.00	(3,728.13)	14.78	31,536.74

114

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

NOTE- 1

PROPERTY, PLANT & EQUIP		MENT			(Rs. in Lakhs)
PARTICULARS		GROSS CARRYING AMOUNT					DEPRECIATION/AMORTISATION		NET CARRYING AMOUNT
	1.04.2020As at	Additions	Adjust.Sale/	31.03.2021As at	1.04.2020As at	For theyear	menton SaleAdjust	31.03.2021As at	31.03.2021As at	31.03.2020As at
Tangible Assets
& BuildingLand	451.08	-	-	451.08	200.94	12.28	-	213.22	237.86	250.14
Cars	403.96	21.63	100.27	325.31	333.39	22.21	(96.27)	259.33	65.98	70.56
Furniture andFixtures	585.61	-	-	585.61	519.26	12.22	-	531.48	54.13	66.35
&AccessoriesComputers	207.00	0.17	9.98	197.19	199.60	0.82	(9.66)	190.77	6.42	7.40
Air conditioners	11.25	-	-	11.25	10.46	0.13	-	10.59	0.66	0.79
OfficeEquipmentsOther	84.05	2.53	-	86.58	75.89	2.51	-	78.40	8.18	8.17
Sub Total	1,742.95	24.32	110.25	1,657.02	1,339.53	50.17	(105.93)	1,283.78	373.24	403.41
Intangible Asset
Software	46.09	-	-	46.09	36.25	3.92		40.17	5.92	9.84
Sub Total	46.09	-	-	46.09	36.25	3.92	-	40.17	5.92	9.84
Total	1,789.04	24.32	110.25	1,703.11	1,375.78	54.10	(105.93)	1,323.94	379.16	413.26
Grand Total	1,789.04	24.32	110.25	1,703.11	1,375.78	54.10	(105.93)	1,323.94	379.16	413.26

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NON CURRENT ASSETSFINANCIAL ASSETS
NOTE-2INVESTMENTSA. Investments in Equity Instruments (Unquoted : Fullypaid up)i) Investment In Subsidiary Companies (at Cost)
Vipul SEZ Developers Private Limited{25,020 (P.Y 25,020) Equity Shares of Rs 10/- each}	2.50	2.50
Ritwiz Builders & Developers Private Limited{50,000 (P.Y.50,000) Equity Shares of Rs. 10/- each}	5.00	5.00
URR Housing & Construction Private Limited{50,000 (P.Y.50,000) Equity Shares of Rs. 10/- each}	5.00	5.00
Entrepreneurs (Cal) Private Limited{646,200(P.Y.646,200) Equity Shares of Rs. 100/- each}	96.89	96.89
Vipul Eastern Infracon Private Limited{262,186 (P.Y.262,186) Equity Shares of Rs.100/- each}	815.08	815.08
Vipul Hospitality Limited{50,000 (P.Y.50,000) Equity Shares of Rs.10/- each}Less: Provision for impairement in investment	5.005.00-	5.00-
United Buildwell Private Limited{50,000 (P.Y. 50,000) Equity Shares of Rs 10/- each}	5.00	5.00
Vipul Southern Infracon Limited{50,000 (P.Y. 50,000) Equity Shares of Rs 10/- each}Less: Provision for impairement in investment	5.005.00-	5.00-
High Class Projects Limited{50,000 (P.Y 50,000) Equity Shares of Rs.10/- each}	5.00	5.00
Vipul Lavanya Developers Limited{NIL (P.Y 50,000) Equity Shares of Rs.10/- each}	-	5.00
ii) Investment In Associate Companies (at Cost)Vipul Karamchand SEZ Private Limited{500,000 (P.Y.500,000) Equity Shares of Rs 10/- each}	50.00	50.00
Mudra Finance Limited{70,000 ( P.Y.70,000) Equity Shares of Rs. 10/- each}	133.00	133.00
Choice Real Estate Developers Private Limited{5000 (P.Y 5000) Equity Shares of Rs.10/- each}	0.50	0.50
B. Investments in Preference Shares (Unquoted : Fullypaid up)i) Investment In Subsidiary Company (at Cost)
High Class Projects Limited{12450000 (P.Y 12450000) 11% non cumulative redeemablePreference Shares of Rs.10/- each}	1,245.00	1,245.00
C. Other Investments (Fair Value through OCI)Adore Infrasmith Private Limited{NIL (P.Y. 500) Equity Shares of Rs 10/- each}	-	0.05
Less: Provision for dimunition in investment	--	0.05-
Total	2,362.98	2,367.98

Annual Report 2020-21

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-3
TRADE RECEIVABLES
(Unsecured-considered good)
Trade Receivables	6,636.49	6,341.03
Total	6,636.49	6,341.03
NOTE-4
LOANS
(Unsecured-considered good)
Loan to related parties	3,306.48	3,261.93
	3,306.48	3,261.93
NOTE-5
INCOME TAX ASSETS (NET)
Taxation Payments (Net of provisions)	611.89	691.40
Total	611.89	691.40
NOTE-6
OTHER NON CURRENT ASSETS
(Unsecured-considered good)
i) Loans & Advances to related parties:	4,793.68	4,786.54
ii) Project Advances	2,467.88	2,468.21
(iii) Margin money deposit- with maturity of more than 12 months	130.74	837.48
(As security against the Bank Guarantees issued)	7,392.30	8,092.23
CURRENT ASSETS
NOTE-7
INVENTORIES
(Valued at lower of cost or net realisable value)
Project Work-in-Progress	64,966.51	63,317.91
Project Finished Stocks	6.87	792.69
Total	64,973.38	64,110.60
FINANCIAL ASSETS
NOTE-8
TRADE RECEIVABLES
(Unsecured-considered good)
Due for more than Six months	5,517.72	4,981.88
- Considered doubtful	16.54	16.54
Other Debts	27,646.02	33,292.31
	33,180.28	38,290.73
Less: Provision for doubtful debts	16.54	16.54
Total	33,163.74	38,274.19

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-9
CASH & CASH EQUIVALENTS
i) Balances with Banks in Current accountsii) Cheques on handiii) Cash on handOther Bank Balances	807.281,161.19121.51	994.54141.4243.80
i) Unpaid Dividendii) Margin money deposit (As security against the Bank Guarantees issued)	7.513,668.40	11.45468.28
Total	5,765.89	1,659.48
NOTE-10LOANSUnsecured & considered good (unless otherwise stated)Security Deposit to Related PartiesSecurity Deposit-Others	2,000.00688.98	2,000.00705.90
	2,688.98	2,705.90
NOTE-11OTHER FINANCIAL ASSETSUnsecured & considered good (unless otherwise stated)a) Project Advances- Considered good- Considered doubtful	8,278.251,049.54	9,817.111,049.54
b) Loans- Considered good- Considered doubtful	113.1137.70	113.1137.70
Less: Provision for doubtful loanProvision for doubtful advances	9,478.6037.701,049.548,391.36	11,017.4737.701,049.549,930.22
NOTE-12
OTHER CURRENT ASSETS(Unsecured & considered good)i) Loans & Advances to related parties:Project Advancesii) Loans & Advances to others:	12,790.84	15,617.31
Advances receivable in cash or kind or for services to be receivedProject Advances	8,527.382,420.54	6,638.262,419.80
Total	23,738.76	24,675.37
NOTE-13
EQUITY
EQUITY SHARE CAPITAL
Authorised Share Capital515,500,000 (P.Y.515,500,000) Equity Shares of Rs. 1/-(P.Y.Rs. 1/-) each	5,155.00	5,155.00
Issued Subscribed and Paid up Share Capital119,984,480 (P.Y.119,984,480) Equity Shares of Rs.1/-(P.Y Rs.1/-) each fullypaid up	1,199.84	1,199.84
Total	1,199.84	1,199.84

As per Balance Sheet

a) Reconciliation of the number of shares outstanding:

Equity Shares	31.03.2021		31.03.2020
	No. of Shares	Amt. in Rs.	No. of Shares	Amt. in Rs.
At the beginning of the year	11,99,84,480	11,99,84,480	11,99,84,480	11,99,84,480
Add: Issued/(Cancelled) during the year	-	-	-	-
At the end of the year	11,99,84,480	11,99,84,480	11,99,84,480	11,99,84,480

b) Details of Shareholders holding more than 5% of the Equity Shares in the Company:

	31.03.2021		31.03.2020
Name of Shareholder	No. of Shares	%	No. of Shares	%
Mr. Punit Beriwala	3,94,83,575	32.91%	3,94,83,575	32.91%
Mrs. Sunita Beriwala	1,57,91,000	13.16%	1,57,91,000	13.16%
Shyam Sunder Punit Kumar (HUF)	-	-	88,27,534	7.36%
Shyam Sunder Beriwala	88,27,534	7.36%	-	-
Punit Beriwala (HUF)	78,38,000	6.53%	78,38,000	6.53%

c) Terms/rights attached to Equity Shares

The Company has only one class of Equity Share having par value of Rs. 1/- each. Each shareholder is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding, after distribution of all preferential amount.

Particulars	AS AT	AS AT
	31.03.2021	31.03.2020
	(Rupees in Lakhs)	(Rupees in Lakhs)
NOTE-14
OTHER EQUITY
General Reserve
Opening Balance	10,150.00	10,150.00
Add: Transfer from Profit & Loss Statement	-	-
Total	10,150.00	10,150.00
Securities Premium	23,212.84	23,212.84
Amalgamation Reserves	12.25	12.25
Debenture Redemption Reserve	1,875.00	1,875.00
Surplus in Profit & Loss statement
Opening Balance	1,206.74	3,949.73
Add: Transfer from Profit & Loss StatementClosing Balance	(4,934.87)	(2,742.99)
	(3,728.12)	1,206.74
Other Comprehensive Income
Opening Balance	(21.95)	10.98
For the Year (net of tax)	36.72	(32.92)
Closing Balance	14.78	(21.95)
Grand Total	31,536.74	36,434.88

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NON CURRENT LIABILITIES
FINANCIAL LIABILITIES
NOTE-15BORROWINGS
SECURED
a) Debentures
Non Convertible Debentures (1)	7,500.00	7,500.00
b) Term Loans
- From Other Parties
PNB Housing Finance Ltd.-Loan-I (2)	32,000.00	32,000.00
PNB Housing Finance Ltd.-Loan-II(3)	3,633.33	3,633.33
DMI Finance Pvt. Ltd.-Loan-II (4)	854.72	1,348.79
CMS Finvest Ltd.(5)	300.00	250.00
Kanupriya Commercial Pvt. Ltd. (6)	255.00	255.00
Yaduka Financial Services Ltd.(7)	850.00	200.00
Paramount Realtec Pvt. Ltd. (8)	1,138.36	1,225.00
J P Financial Services P Ltd (9)	1,500.00	1,500.00
Reliance Home Finance Ltd.(10)	-	383.32
State Bank of India- FBTL (11)	-	460.02
- From BanksVehicle Loans
Vehicle Loans (12)	4.53	17.10
Less: Current Maturities (Refer Note no.- 19)Less: Impact of Processing ChargesTotal	48,035.9440,199.99(142.22)7,978.16	48,772.5717,380.16(61.18)31,453.58

NOTES TO THE FINANCIAL STATEMENTS

1. 1500 Secured, Zero per cent Coupon, Non Convertible debentures of aggregate face value of Rs.10,00,000/each secured against exclusive registered Mortgage over identified units in the project at Sector-53,Gurugram, second ranking exclusive security interest by way of registered mortgage of entire project & project land at Sector-53, Gurugram and Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of redemption - Redeemable at the end of 55th, 56th and 57th month from the date of allotment i.e. Aug-17 in installment of 25%, 25% and 50% respectively. Return on NCDs- Min IRR 12.50%.
1. Loan-1 From PNB Housing Finance Ltd. are secured against equitable mortgage of project land at Sector-53, Gurugram and structure thereon, hypothecation of receivables of the project & Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of repayment- (a) for Rs.230 crore- 30 equal monthly installments after moratorium of 18 months starting from April 2020, Rate of Interest-14.50% p.a. (b) Rs.90 crores - 42 equal monthly installments after moratorium period of 18 months starting from Sep-19, Rate of Interest-14.75%p.a.
1. Loan-II From PNB Housing Finance Ltd. is secured against equitable mortgage of project land at Sector-53, Gurgram and structure thereon, hypothecation of receivables of project & Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of repayment - for Rs.36.33 crore- 60 equal monthly installments starting from Nov-16, Rate of Interest-15.85%pa.
1. From DMI Finance Pvt. Ltd. are secured against pledge of equity shares of the Company held by Promoters and Personal Guarantee by Mr. Punit Beriwala - Managing Director. Terms of repayment - for Rs.15 crores - 36 equated monthly installments after moratorium period of 18 months starting from Apr-19, Rate of Interest- 17% p.a.
1. From CMS Finvest Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 30-November-21. Rate of Interest-16% p.a.
1. From Kanupriya Commercial Pvt. Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment-Repayable on 30-November-21. Rate of Interest-16%p.a.
1. From Yaduka Financial Services Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 27-Mar-22. Rate of Interest-14%p.a.
1. From Paramount Realtec Private Ltd. are secured against pledge of equity shares of the Company held by Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. Equitable mortgage on 24 Unsold units of Project Vipul Plaza, Faridabad. Terms of repayment- Repayable on 30-June-22. Rate of Interest-22%p.a.
1. From J.P Financial Services Pvt Ltd is secured against pledge of equity shares of the Company held by Promoters, equitable mortgage of 34 unsold units of project Vipul Plaza, Faridabad and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- Repayable on 31-December-21. Rate of Interest-13% p.a.
1. From Reliance Home Finance Ltd. was secured against mortgage of project land of Vipul Greens Bhubaneswar and hypothecation of receivables of project Vipul Greens Bhubaneswar and Vipul Lavanya, Gurugram and personal Guarantee of Mr. Punit Beriwala Managing Director. Terms of Repayment- (a) Rs. 40 crore - 56 months installment after Moratorium period of 6 months starting from Aug-15. ROI- 17.85 % p.a. (b) Rs. 5 crore - 62 monthly installments starting from April -16, ROI- 17.60 % p.a. (c) Rs. 15 crore-36 equated installments starting from Mar-17. ROI- 16.60% p.a.
1. Working Capital Term Loan facility from State Bank of India was secured against exclusive charge on 2 Tatvam Villas at sector-48, Gurugram owned by Promoters, exclusive charge on current & future receivable of 69 unsold residential plots at Vipul World Ludhiana and personal guarantee of Mr. Punit Beriwala- Managing Director and other Tatvam Villas owners. Terms of repayment- 36 monthly structured installments after moratorium period of 12 months. Rate of Interest: 13.40% p.a.
1. Vehicle loans are secured by hypothecation of financed Cars. Terms of repayment-In equal monthly instalments as per the respective repayment schedules. Rate of Interest- 9%-11% p.a.

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-16
OTHER NON CURRENT LIABILITIES
Other Liabilities	6,601.48	7,310.81
Total	6,601.48	7,310.81
NOTE-17
BORROWINGS
Secured
Indian Overseas Bank (1)	3,072.38	3,271.71
Unsecured
Inter Corporate Deposits (2)	9,408.85	9,499.73
	12,481.23	12,771.44

(1) Cash Credit Facility from India Overseas Bank is secured against equitable mortgage of a) Property at village – Chakarpur, Sector-43, Tehsil & District Gurugram, b) equitable charge on 198 unsold units of project Vipul Plaza Faridabad c) hypothecation of stock at site & receivables and Personal /Corporate Guarantee of Promoters / Property owning companies. Terms of repayments: on demand. Rate of Interest- 13.50%.

(2) Terms of Repayment- Repayable within 1 year from the date of receipt. Rate of Interest- 9%-18% p.a.

NOTE-18

TRADE & OTHER PAYABLES

Trade Payables

: Total Outstanding dues of Micro and small enterprises - -

: Total Outstanding dues of other than Micro and small enterprises	8,173.08	6,396.37
Total	8,173.08	6,396.37
NOTE-19
OTHER FINANCIAL LIABILITIES
Current maturities of long-term borrowings- Secured [Refer Note no.-15]	40,199.99	17,380.16
Unpaid Dividend	7.51	17.02
Interest accrued but not due	3,021.69	1,928.20
Interest accrued and due	1,604.31	2,340.76
Other Liabilities	9,736.72	8,634.57
Security Deposits from others	1,196.16	1,384.09
Taxes and Duties Payable	1,107.52	2,053.43
Total	56,873.90	33,738.22
NOTE-20
OTHER CURRENT LIABILITIES
Security Deposits from customers	6,358.45	6,181.82
Project Advance	32,000.22	29,086.53
Total	38,358.67	35,268.35

YEAR ENDEDParticulars31.03.2021(Rs in Lakhs)		YEAR ENDED31.03.2020(Rs in Lakhs)
NOTE-21
REVENUE FROM OPERATIONS
Income from Real estate sale	149.17	12,579.95
Income from Sale of services	3,418.22	3,517.38
Total	3,567.39	16,097.33
NOTE-22
OTHER INCOME
i) Interest Income	644.53	536.69
ii) Rental Income	3.60	4.83
iii) Other non-operating Income
a) Net gain on sale of Fixed Assets	8.95	1,882.22
b) Miscellaneous Income	430.00	-
c) Interest on Income Tax Refund	12.50	22.41
Total	1,099.58	2,446.15
NOTE-23
PROJECT EXPENSES
Cost of Land	(95.75)	(70.76)
Borrowing Costs	1,701.30	6,462.24
Construction & Development Costs	483.72	3,045.59
Other Project related expenses	6,092.64	10,785.26
Total	8,181.91	20,222.33
NOTE-24
CHANGES IN INVENTORIES
Decrease/(Increase) in Work in progress
Opening Work in progress	63,317.91	59,597.20
Less:Closing Work in progress	(64,966.51)	(63,317.91)
	(1,648.60)	(3,720.69)
Decrease/(Increase) in Finished Stock
Opening Finished Stock	792.69	792.69
Less : Closing Finished Stock	(6.87)	(792.69)
	785.82	-
Total	(862.78)	(3,720.69)
NOTE-25
EMPLOYEE BENEFITS EXPENSES
Salary, Bonus & other allowances	822.53	1,329.14
Contribution to Provident & Other funds	27.20	50.57
Staff Welfare Expenses	22.70	50.70

Total	872.43	1,430.41

	YEAR ENDED	YEAR ENDED
Particulars	31.03.2021(Rs in Lakhs)	31.03.2020(Rs in Lakhs)

NOTE-26
FINANCE COSTS
Interest Expenses	2,199.29	2,718.01
Interest on Income Tax	295.40	145.19
Other borrowing Costs	56.99	46.51
Total	2,551.68	2,909.71
NOTE-27
OTHER EXPENSES
Advertisement and Publicity	36.90	45.08
Audit fees	9.36	10.10
Charity & Donation	0.50	-
Loss on Sale of Secuirites	2.22	-
Power & Fuel Expenses	2.09	3.31
Brokerage	14.53	29.06
CSR expenditure	-	9.65
Insurance Premium	8.55	5.85
Provision for Impairement of Investments	-	10.00
Legal & Professional Charges	206.75	251.71
Rates & Taxes	20.24	17.26
Directors' Sitting Fees	4.50	3.98
Repairs and Maintenance	-
- On building	22.01	33.02
- On others	17.06	19.81
Forefeiture of Security deposit	75.00	-
General/Miscellaneous Expenses	139.48	290.46
Total	559.19	729.29

28. NOTES TO THE FINANCIAL STATEMENTS

A. Corporate Information

Vipul Limited (the Company) is a public limited company domiciled and incorporated in India and its shares are publicly traded on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The registered office of the Company is situated at Unit No. 201, C-50, Malviya Nagar, New Delhi -110017 and the corporate office is situated at Vipul Techsquare, Golf Course Road, Sector-43, Gurugram-122009 (Haryana).

The principle business activity of the company is Real Estate Development. The Company has its presence in the states of Haryana, Odisha and Punjab.

B. Significant Accounting Policies

1. Basis of preparation of financial statements

The financial statements (Separate financial statements) have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and the provisions of the Companies Act, 2013. The financial statements have been prepared on historical cost basis, except for certain financial assets and liabilities which have been measured at fair value (refer accounting policy regarding financial instruments).

The Ind AS financial statements are presented in INR which is the Company's functional and presentation currency and all values are rounded to the nearest lakhs, except when otherwise indicated. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2. Use of estimates and management judgements

The preparation of financial statement in conformity with the recognition and measurement principles of Ind AS requires management to make judgements, estimates and assumptions that affect the reported balances of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

a. Key estimates and assumptions :

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

i) Revenue recognition, contract costs and valuation of trade receivables

Revenue from contract with customer of its real estate projects is recognized, when control of the goods or services are transferred to the customer, at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company transfer control of a good and service over time. Accordingly, revenue is measured by reference to the stage of the projects and contracts determined based on the proportion of contract costs incurred for work performed to date bear to the estimated total contract costs. Hence method requires the Company to estimate the costs expended to date as a proportion of the total costs to be expended. Significant assumptions are required in determining the stage

of completion, the extent of the contract cost incurred the estimated total contract revenue and contract cost and the recoverability of the contracts. These estimates are based on events existing at the end of each reporting date.

ii) Estimation of net realizable value for inventory

Inventory is stated at the lower of cost and net realizable value (NRV).

NRV for completed inventory is assessed by reference to market conditions and prices existing at the reporting date and is determined by the Company, based on comparable transactions identified by the Company for inventories in the same geographical market serving the same real estate segment.

NRV in respect of inventory under construction is assessed with reference to market prices at the reporting date for similar completed property, less estimated costs to complete construction and an estimate of the time value of money to the date of completion.

iii) Useful lives of property, plant and equipment

As described in the significant accounting policies, the Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting period.

iv) Actuarial Valuation

The determination of Company's liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognised in the Statement of Profit and Loss and in other comprehensive income. Such valuation depends upon assumptions determined after taking into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. Information about such valuation is provided in notes to the financial statements.

3. Summary of significant accounting policies

a. Property, Plant and Equipment

The cost of an item of property, plant and equipment comprises of its purchase price, any costs directly attributable to its acquisition and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which the company incurs when the item is acquired. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.

An item of property, plant and equipment and any significant part initially recognized is de-recognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the Property, plant and equipment is derecognized.

b. Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment loss.

The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.

c. Revenue Recognition-

Revenue is recognized as follows:

I. The Company recognises revenue, on execution of agreement or letter of allotment and when control of the goods or services are transferred to the customer, at an amount that reflects the consideration (i.e. the transaction price) to which the Company is expected to be entitled in exchange for those goods or services excluding any amount received on behalf of third party (such as indirect taxes). An asset created by the Company's performance does not have an alternate use and as per the terms of the contract, the Company has an enforceable right to payment for performance completed till date. Hence the Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognises revenue over time. The Company recognises revenue at the transaction price which is determined on the basis of agreement or letter of allotment entered into with the customer. The Company recognises revenue for performance obligation satisfied over time only if it can reasonably measure its progress towards complete satisfaction of the performance obligation. The Company uses cost based input method for measuring progress for performance obligation satisfied over time. Under this method, the Company recognises revenue in proportion to the actual project cost incurred (excluding land cost) as against the total estimated project cost (excluding land cost). The management reviews and revises its measure of progress periodically and are considered as change in estimates and accordingly, the effect of such changes in estimates is recognised prospectively in the period in which such changes are determined.

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract. A receivable represents the Company's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).

II. Claims, interest and transfer fees from customers are recognized on acceptance of the same.
III. Income from interest is accounted for on time proportion basis taking into account the amount outstanding and the applicable rate of interest.
IV. Revenue from operation includes various charges recovered from the customers which is recognized on accrual basis having regard to timing and nature of service provided.

d. Borrowing Costs

Borrowing costs attributable to the acquisition or construction of a qualifying asset are carried as part of the cost of such asset. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are expensed in the year they are incurred.

e. Depreciation and amortization

Depreciation on property, plant and equipment is calculated using the written down value method to allocate their cost, net of their residual values, over the useful lives of assets estimated by the management and as given in schedule II of The Companies Act, 2013 except, life of furniture and fixtures has been estimated as 15 years against 10 years as per Schedule II of the Companies Act,

Depreciation for assets purchased / sold during a period is proportionately charged.

Softwares are amortized over the estimated useful life of 5 years.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate

f. Inventories

i. Constructed properties, shown as work in progress, includes the cost of land (including development rights and land under agreements to purchase), internal development costs, external development costs, construction costs, overheads, borrowing costs, construction materials and is valued at lower of cost/ estimated cost and net realizable value.
ii. On completion of projects, unsold stocks are transferred to project finished stock under the head "Inventory" and the same is carried at cost or net realizable value, whichever is less.
iii. Finished Goods Plots: Valued at lower of cost and net realizable value

g. Retirement Benefits

a. Short Term employee benefit

The employees of the company are entitled to compensate absences which are non-accumulating in nature. Expenses of such compensated absences are recognized in the period in which such absences occur.

b. Long Term and Post–employment benefits

a) The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method.
b) Retirement benefits in the form of Provident Fund and Superannuation/ Pension schemes are charged to the Profit & Loss Statement in the year when the contributions to the respective funds are due.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

i. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation if the company has a present obligation as a result of past event and the amount of obligation can be reliably estimated.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Possible future or present obligations that may but will probably not require outflow of resources or where the same cannot be reliably estimated is disclosed as contingent liability in the financial statement.

Where an inflow of economic benefits is probable, a brief description of the nature of the contingent assets at the end of reporting period, and, where practicable, an estimate of their financial effect is disclosed.

j. Taxes on Income

Tax expense comprises both current and deferred tax. Current tax is determined in respect of taxable income for the year based on applicable tax rates and laws.

Deferred tax Asset/liability is recognized, subject to consideration of prudence, on timing differences being the differences between taxable incomes and accounting income that originates in one year and is capable of reversal in one or more subsequent year and measured using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax assets for carry forward business loss are recognized only if there is virtual certainty supported by convincing evidence that future taxable income will be available against which such deferred tax asset can be realized.

Deferred tax assets/liabilities are reviewed at each Balance Sheet date to reassess their reliability.

Deferred tax assets/liabilities are reviewed at each Balance Sheet date to reassess their reliability

k. Foreign Currency Transactions

Foreign currency denominated monetary assets and liabilities are translated at exchange rates in effect at Balance Sheet date. The gains or losses resulting from such translation are included in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency are translated at the exchange rate prevalent at the date of transactions.

Revenue, expense and cash flow items denominated in foreign currencies are translated using the exchange rate in effect on the date of transaction.

l. Segment Reporting

The company has identified that its operating activity is a single primary business segment viz. Real Estate Development & Services carried out in India. Accordingly, whole of India has been considered as one geographical segment.

m. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

n. Cash & Cash Equivalents

Cash and cash equivalents comprise cash & cash on deposit with banks and corporations. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less, which are subject to an insignificant risk of changes in value and that are readily convertible to known amounts of cash to be cash equivalents.

o. Financial Instruments

• Financial Instruments - Initial recognition and measurement

Financial assets and financial liabilities are recognized in the company's statement of financial position when the company becomes a party to the contractual provisions of the instrument. The company determines the classification of its financial assets and liabilities at initial recognition. All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

• Financial assets –Subsequent measurement

The Subsequent measurement of financial assets depends on their classification which is as follows:

- Financial assets at fair value through profit or loss: Financial assets at fair value through profit and loss include financial assets held for sale in the near term and those designated upon initial recognition at fair value through profit or loss.
- Financial assets measured at amortized cost: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowance for estimated irrecoverable amounts based on the ageing of the receivables balance and historical experience. Additionally, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. Individual trade receivables are written off when management deems them not to be collectible.
- Financial assets at fair value through OCI

All equity investments, except investments in subsidiaries, joint ventures and associates, falling within the scope of Ind AS 109, are measured atfair value through Other Comprehensive Income (OCI). The company makes an irrevocable election on an instrument by instrument basis to present in other comprehensive income subsequent changes in the fair value. The classification is made on initial recognition and is irrevocable. If the company decides to designate an equity instrument at fair value through OCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI.

• Financial assets –Derecognition

The company derecognizes a financial asset when the contractual rights to the cash flows from the assets expire or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset. Upon derecognition of equity instruments designated at fair value through OCI, the associated fair value changes of that equity instrument is transferred from OCI to Retained Earnings.

• Investment in subsidiaries, joint ventures and associates

Investments made by the company in subsidiaries, joint ventures and associates are measured at Cost. Impairment recognized, if any is reduced from the carrying value.

• Financial liabilities –

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as payables, as appropriate.

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.

Subsequent measurement

The Subsequent measurement of financial liabilities depends on their classification which is as follows:

• Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading, if any.

• Financial liabilities measured at amortized cost

Interest bearing loans and borrowings including debentures issued by the company are subsequently measured at amortized cost using the effective interest rate method (EIR). Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are integral part of the EIR. The EIR amortized is included in finance costs in the statement of profit and loss.

• Financial liabilities –Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or expires.

• Fair Value measurement

The company measures certain financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on presumption that the transaction to sell the asset or transfer the liability takes place either:

o In the principal market for the assets or liability or
o In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the company. The company uses valuation technique that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable, or
• Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

p. Impairment of non financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CG exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Impairment losses, including impairment on inventories, are recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

q. Impairment of financial assets

The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses, if the credit risk on the financial asset has increased significantly since initial recognition.

r. Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

- Expected to be realized or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realized within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle; -
- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The real estate development projects undertaken by the Company generally run over a period ranging upto 5 years. Operating assets and liabilities relating to such projects are classified as current based on an operating cycle of upto 5 years. Borrowings in connection with such projects are classified as short term (i.e. current) since they are payable over the term of the respective projects. Assets and liabilities, other than those discussed above, are classified as current to the extent they are expected to be realized / are contractually repayable within 12 months from the Balance sheet date and as non-current, in other cases. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

s. Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are de-recognised as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

t. Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is due within 12 months after reporting period. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

4. Financial risk management objectives and policies

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price risk and commodity/ real estate risk. Financial instruments affected by market risk include loans and borrowings and refundable deposits.

The sensitivity analysis in the following sections relate to the position as at March 31, 2021 and March 31, 2020. The sensitivity analyses have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt. The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and other post retirement obligations; provisions.

The below assumption has been made in calculating the sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2021 and March 31, 2020.

A. Market risk:

The below assumption has been made in calculating the sensitivity analysis:

a. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company does not enter into any interest rate swaps.

b. Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:

Particulars	Increase / decrease in	Effect on profitbefore tax*
March 31, 2021
INR	Increase by 1%	Reduce by 35,942,857
INR	Decrease by 1%	Increase by 35,942,857
March 31, 2020
INR	Increase by 1%	Reduce by 183,394,409
INR	Decrease by 1%	Increase by 183,394,409

*determined on gross basis i.e. without considering inventorisation of such borrowing cost.

B. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including refundable joint development deposits, security deposits, loans to employees and other financial instruments.

Trade receivables

(a) Receivables resulting from sale of properties: Customer credit risk is managed by requiring customers to pay advances before transfer of ownership, therefore, substantially eliminating the Company's credit risk in this respect.
(b) Receivables resulting from other than sale of properties: Credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. The impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company's credit period generally ranges from 30-60 days.

Financial Instrument and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.

Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments. The Company's maximum exposure to credit risk for the components of the statement of financial position at 31 March 2021 and 2020 is the carrying amounts.

C. Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans. The table below summarizes the maturity profile of the Company's financial liabilities based on Contractual undiscounted payments:

Particuolars	OndemandRs. in Lakhs	Upto 1 yearRs. in Lakhs	1 to 5yearsRs. in Lakhs	>5 yearsRs. inLakhs	TotalRs. inLakhs
Year ended March 31, 2021
Borrowings	Nil	12481.22	7835.94	Nil	20317.16
Trade payables	Nil	8173.08	Nil	Nil	8173.08
Other financial liabilities	Nil	53515.89	3358.00	Nil	56873.89
Year ended March 31, 2020
Borrowings	Nil	12771.44	31392.40	Nil	44163.84
Trade payables	Nil	6396.37	Nil	Nil	6396.37
Other financial liabilities	Nil	30,380.23	3358	Nil	33,738.23

D. Capital management

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables (excluding Liability under JDA), less cash and cash equivalents.

		(Rs. in Lakhs)
--	--	----------------

Particulars	March 31, 2021	March 31, 2020
Borrowings (long-term and short-term, excluding currentmaturities of long term borrowings)	20,459.39	44,225.03
Trade payables	8,173.08	6,396.37
Other payables (current and non-current, excluding currentmaturities of long term borrowings)	-	-
Less: Cash and cash equivalents	(5,765.89)	(1,659.48)
Net debt	22,866.58	48,961.92
Equity share capital	1,199.84	1,199.84
Other equity	31,536.74	36,434.88
Total Capital	32,736.58	37,634.72
Capital and net debt	55,603.16	86,596.64
Gearing ratio	0.41	0.56

Vipul Limited

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit

the bank to immediately call loans and borrowings. (Rs. in Lakhs) 29. Auditors Remuneration 2021 2020 i. As Auditor 6.80 6.80 ii. For Taxation matters 0.75 0.75 iii. For Other Services* 0.90 1.00 iv. For reimbursement of expenses 0.11 0.55 8.56 9.10

Note: *Includes Certification fees & fees for limited review audit

30. Benefits to Employees

The disclosures of Employee benefits are given below:		(Rs. in Lakhs)
a. Defined Contribution Plan	2021	2020
Contribution to Provident & other Funds	27.20	50.57

b. Defined Benefit Plan

The Cost of providing gratuity is determined using the projected unit credit method.

The following tables summarize the components of net benefit expenses recognized in the Statement of Profit and Loss as per Actuarial Valuation as on 31st March, 2021.

I. Reconciliation of opening and closing balance of Deferred Benefit Obligation

(Rs. in Lakhs)
Particulars	2021	2020
a. Table showing changes in present value obligation
Present value of obligations as at beginning of year	276.68	243.54
Interest cost	18.34	18.27
Current Service Cost	16.67	17.69
Benefits Paid	(0.91)	(53.42)
Actuarial (gain)/ loss on obligations	49.63	50.61
Present value of obligations as at end of year	261.15	276.68
b. Table showing changes in fair value of plan assets
Fair value of plan assets at beginning of year	7.64	57.07
Expected return on plan assets	(2.53)	3.99
Contributions	Nil	Nil
Benefits Paid	(0.91)	(53.42)
Fair value of plan assets at the end of year	4.20	7.64
c. Table showing the amounts to be recognized in the Balance Sheet
Present value of obligations as at the end of year	261.15	276.68
Fair value of plan assets as at the end of the year	4.20	7.64
Funded status in fair value of assets	(256.95)	(269.04)
Net asset/(liability) recognized in balance sheet	(256.95)	(269.04)

Annual Report 2020-21

		(Rs. in Lakhs)
Particulars	2021	2020
d.1 Profit & Loss
Current service cost	16.67	17.69
Net interest on net DBO	20.87	14.27
Past service cost	-	-
The effect of any curtailment or settlement	-	-
Interests on unrecognized asset (share of interest income	-	-
on plan assets)
Cost / (return) on reimbursement rights	2.53	(3.99)
Employee benefit cost of the period	40.07	27.97
Actual return on plan assets
d.2 Other comprehensive income
Actuarial (gains) / losses	49.62	(50.61)
(Excess) / insufficient return on plan assets (excl. interest	-	-
income)
Change in unrecognized assets	-	-
Revaluation of reimbursement right	-	-
Expense / (income) recognized in OCI	49.62	(50.61)
e. Actuarial assumptions
Discount rate	6.43%	6.63%
Salary escalation	8.00%	8.00%

31. As per information available with the company, there are no dues outstanding in respect Micro and Small enterprises as provided in the 'Micro, Small and Medium Enterprises Development Act, 2006' as at the year end. Further, no interest during the year has been paid or payable in respect thereof. The parties have been identified based on the information available with the company and the same has been relied upon by the auditor.

32. Disclosures regarding financial instruments: (Rs. in lakhs)

Details of Financial Assets/Liabilitiesby categories	As on 31st March, 2021
	CarryingValue	AmortizedCost	CarryingValue	AmortizedCost
Financial Assets
i) Investments	2,362.98	2,362.98	2,367.98	2,367.98
ii) Trade Receivables	41,697.97	39,800.22	46,428.47	44,615.22
iii) Cash & Cash Equivalents	5,765.88	5,765.88	1,659.49	1,659.49
iv) Loans	7,150.51	5,995.46	7,093.99	5,967.83
v) Other Financial Assets	8,391.36	8,391.36	9,930.22	9,930.22

Financial Liabilities
i) Borrowings	20,459.39	20,459.39	44,225.42	44,225.42
ii) Trade Payable	8,173.08	8,173.08	6,396.37	6,396.37
iii) Other Financial Liabilities	56,873.89	56,873.89	33,738.23	33,738.23

(Rs. in lakhs)
Tax reconciliation

	31.3.2021	31.3.2020
Gross amount required to be spent by the company	Nil	11.51

Amount spent during the year

(i) Construction / acquisition of any asset	Nil	Nil
(ii) On purposes other than above	Nil	9.65
Amount unspent during the year	Nil	1.86

Vipul Limited

35. Earnings per Share (Rs. in lakhs)

information.

S.	Particulars	2020	2019
No.
1	Net Profit/(loss) after tax (Rs.)	(4934.87)	(2742.98)
2	Weighted average number of Equity Shares	1199.84	1199.84
3	Nominal Value of Each Share (Rs.)	1.00	1.00
4	Basic and Diluted EPS (Rs)	(4.11)	(2.29)

33. The company has reviewed the carrying amount of its tangible and intangible assets (being a cash generating unit) with its future present value of cash flows and there has been no indication of impairment of the

Particulars Year ended

Particulars	For the year ended31st March, 2021	For the year ended31st March, 2020
Profit/(loss) before tax	(6689.54)	(3107.58)
Income tax expense calculated @ 27.82 % (for PY	Nil	42.36
18-19- @34.608%)
Tax effects of adjustments to reconcile expected
tax expense to reported tax expense
Nondeductible expenses (net of allowances)	(123.83)	288.12
Other differences	194.42	362.14
Benefit of previously unrecognized tax loss to reduce	0	0
current tax expense
Income tax recognized in profit or loss	Nil	Nil

37. The deferred tax liabilities/(assets) has been arrived as follows: (Rs. in lakhs)

Deferred Tax Liabilities/(Assets)	As at31.03.2020	Credited to Profit& Loss Account	As at31.03.2021
Deferred Tax Liabilities/(Assets):
Tax impact of difference between carrying amountof fixed assets in the financial statements and asper the income tax calculation	5.58	1.85	7.43
Others	(1245.45)	(1693.07)	(2938.52)
IND AS impact	(810.04)	(50.55)	(860.59)
Net Deferred Tax Liabilities/(Assets)	(2049.91)	(1741.77)	(3791.68)

34. Details of the CSR Expenditure (Rs. in lakhs)

carrying amount of the Company's such Assets taking consideration into external and internal sources of

Year ended 31.3.2020

38. Expenditure/Earning in Foreign Currency (Rs. in lakhs)

Sl.No.	Contingent Liabilities	Year ended31.03.2021	Year ended31.03.2020
i.	Expenditure in Foreign Currency
	- Travelling	Nil	Nil
	- Professional Charges	Nil	Nil
	- Others	Nil	Nil
ii.	Earning in Foreign Currency
	- Receipt from customers	Nil	Nil

39. Contingent Liabilities and Commitments (to the extent not provided for): (Rs. in lakhs)

Sl.No.	Contingent Liabilities	2021	2020
(a)	(i) Income tax/TDS demand disputed under appeal*	1251.16	827.93
	(ii) Service tax disputed claims**	1473.88	1473.88
	(iii) VAT disputed claims***	1943.75	1893.56
	(iv) Other Claims	422.08	391.58
(b)	Outstanding Bank Guarantees	5288.67	4475.14
(c)	Other Commitments	6946.00	7115.00
(d)	Corporate Guarantee	3250.00	3250.00

* Net of Rs. 77.91 lakhs (P.Y Rs. 44.47 lakhs) adjusted with demand.

** Net of Rs. 56.80 lakhs (P.Y.Rs.56.80 lakhs) paid under protest

***Net of Rs.15.98 lakhs /- (P.Y Rs. 15.98 lakhs) paid under protest.

The amounts relating to other cases lodged against the company which are pending before various courts is not ascertainable at this stage.

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

40. Disclosure required under section 186(4) of the Companies Act, 2013

Included in loans and advances are certain intercorporate deposits the particulars of which are disclosed below as required under section 186 (4) of the Companies act, 2013

		(Rs. in Lakhs)
--	--	----------------

Name of the party	Due date	Secured /unsecured	Outstanding ason 31.3.2021	Outstanding ason 31.3.2020
High Class Projects Ltd.	Repayable on demand	Unsecured	4461.54	4388.09
Mab Finlease Ltd.	No repayment schedule	Unsecured	150.82	150.82

Notes:

No interest is being earned on Rs. 150.82 lakhs (under Loan) to Mab Finlease Ltd. which in the view of management is doubtful of realization to the extent of 25% and accordingly provision for doubtful loan has been made in accounts.

1. Loans are given to the respective companies for:
Promoters' contribution in respect of High Class Projects Ltd.
Corporate use in respect of Mab Finlease Ltd.

41. Movement in Provisions: (Rs. in lakhs)

Particulars	As at	Addition	Total	Payments/	Written	Balance
	01.04.2020	during		Utilization	back during	as at
		the year		Charged off	the year	31.03.2021
Provision for doubtfulloan/advances/deposits	1087.25	Nil	1087.25	Nil	Nil	1087.25
Provision for doubtful	16.54	Nil	16.54	Nil	Nil	16.54
debts
Provision for Dividendon Equity Shares	Nil	Nil	Nil	Nil	Nil	Nil
Provision for Dividend	Nil	Nil	Nil	Nil	Nil	Nil
Tax
Provision for Income	(393.28)	Nil	(393.28)	Nil	Nil	(393.28)
tax

42. (i) In the opinion of the management, current assets including loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the books. However, certain balances under Loans and advances and Trade Receivables are subject to confirmation.
(ii) Rs.1262.99 lakhs (P.Y. Rs.1400.08) lakhs due from Private Companies in which a director is interested.
43. The unclaimed dividend for the financial years 2013-14, 2016-17 (interim dividend), 2016-17 (final dividend) & 2017-18 amounting to Rs 1.57 lakhs, Rs 0.36 lakhs, Rs. 2.07 lakhs and Rs.3.51 lakhs respectively and is lying in separate Bank Accounts.
44. Borrowings include Rs. 370.82 crores payable to PNB Housing Finance Limited (PNBHFL). During the FY 2020-2021, the Company has entered into a Joint Development Agreement (JDA) with a reputed real estate developer for development and marketing of its group housing project named "Aarohan Residences" (Ongoing project). By virtue of this JDA, the new developer will take over the liability of PNBHFL as part consideration of the ongoing project. PNBHFL has conveyed its approval to the said arrangement vide communication dated 1st March, 2021 on fulfillment of certain terms and conditions. The terms and conditions, inter alia, include certain waiver of interest and restructuring of principal on its loan to this Company. As on the date of the finalization of the accounts for F.Y 2020 – 2021, the transfer of the ongoing project has not taken place because of delay in certain regulatory approvals on account of Covid-19 pandemic. The complete effect of the transfer will be given effect to, as and when all regulatory approvals are received. Since the company has not given effect to the project transfer and the exact amount figure of the liability transfers are not also crystallized, the company has not accounted for the interest payable to PNBHFL for the FY 2020-2021.
45. Due to overall sluggishness in the Indian economy and slump in the Real Estate Industry, there have been delays in the financial covenants in payment of principle as well as interest to certain secured lenders in the current period. The Company is in the process of regularizing such delays.
46. The Company's offices and project sites remained shut due to lockdown announced by State Government w.e.f 19th April, 2021. As per regulatory orders issued from time to time, the Company saw partial resumption in June 2021, all our offices and project sites got operational in line with respective state rules and regulations. However, we also started witnessing labor migration issues across all states. This had an adverse impact on our operations at project sites.

47. Solitaire Capital India, a shareholder of Vipul SEZ Developers Pvt. Ltd., a subsidiary company of the Company along with Solitaire Ventures Pte. Ltd moved the Hon'ble Supreme Court of India in terms of Section 11(5) and (6) of the Arbitration and Conciliation Act, 1996 and accordingly the Arbitral Tribunal stood constituted. The Parties namely Solitaire Ventures Pte. Ltd and Solitaire Capital India are treated to be Claimants therein and Vipul Group consisting of eight companies Vipul Ltd., Vipul SEZ Developers Pvt. Ltd., PKB Buildcon Pvt. Ltd., PKBK Buildwell Pvt. Ltd., KST Buildwell Pvt. Ltd., Entrepreneurs (Calcutta) Pvt. Ltd., URR Housing and Construction Pvt. Ltd. & Ritwiz Builders & Developers Pvt. Ltd. as well as Silverstone Developers Pvt. Ltd. and Karamchand Realtech Pvt. Ltd. are treated to be Respondents.

All the Parties have filed their respective Claims/Counter Claims against each other. The Arbitral Proceedings are continuing.

Solitaire Capital India, along with Solitaire Ventures Pte. Ltd have filed a petition before the Hon'ble High court of Delhi at New Delhi and also Silverstone Developers Pvt Ltd have filed three petitions in Hon'ble Delhi High court for seeking interim relief and the Hon'ble High court vide its order dated 10th March 2015 has disposed of all three petitions as under:

"Under these circumstances, all the three petitions are accordingly disposed of, with the direction that the interim order passed on 3rd December,2012 and modification order dated 27th September, 2013 in OMP NO 1123/2012 shall continue during the pendency of arbitral proceedings unless the said order is modified by the Arbitral Tribunal in respect of 132.568 acres (as 6 acres of land already sold with the consent of the parties) as per revised Project Land as per the MOU/Agreement dated 13th September,2008."

Effect, if any, required to be made in the financial statement of the company in this respect shall be made on finality of the matter.

Solitaire Capital India & Anr. (Appellant) filed a Company Petition No.94/2019 under Section 241 and 242 of the Companies Act, 2013 against Vipul Sez Developers Pvt. Ltd. & Anr before Hon'ble NCLT, New Delhi Bench, again seeking the same interim prayers which were rejected earlier on three occasions. Respondents namely Vipul Limited & others responded to the said Company Petition by filing Application being C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act questioning the Jurisdiction of Hon'ble NCLT as the Parties are before Arbitral Tribunal and seized of the dispute/matter. Hon'ble NCLT despite observing and recording that the parties are before the Arbitral Tribunal passed a conditional order dated 09.08.2019 granting injunction on the piece of land admeasuring 7 acres purchased vide sale deed no. 3543 dated 12.05.2006 till the decision on the application filed by the Appellant u/s 17 of Arbitration & Conciliation Act or Decision of Hon'ble NCLT in relation to Application being C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act WHICHEVER IS EARLIER. Arbitral Tribunal rejected the application of Appellant u/s 17 of Arbitration Act vide its order dated 12.12.2019. The Appellant (Claimants before Hon'ble Arbitral Tribunal) have challenged the said rejection order of Hon'ble Arbitral Tribunal before Hon'ble Delhi High Court and the same is still pending till date. Appellant approached the Hon'ble Supreme Court & the Hon'ble Supreme Court vide its order dated 09.01.2020 directed the Hon'ble NCLT to dispose off the application C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act questioning the Jurisdiction of Hon'ble NCLT within 10 days. Vipul Ltd. informed the Hon'ble NCLT of Hon'ble Supreme Court Order dated 09.01.2020 on 15.01.2020. Matter was listed on 22.01.2020 & adjourned to 24.01.2020 for arguments on the application u/s 8 of Arbitration & Conciliation Act and the same is still pending till date. Arguments on the application u/s 8 of Arbitration & Conciliation Act were concluded and Hon'ble NCLT dismissed the application u/s 8 of Arbitration & Conciliation Act. The Company has challenged the said dismissal order of Hon'ble NCLT before Hon'ble NCLAT and the same is still pending till date.

48. Shares held by the company in M/s High Class Projects Limited, a wholly owned subsidiary company, have been pledged in favor of a financial institution against financial assistance taken by the said company.
49. The details pertaining to related parties' transactions are shown in a separate sheet.
50. Previous year's figures have been regrouped, rearranged and recasted wherever considered necessary.

RELATED PARTY DISCLOSURES

Related parties are classified as:

Wholly-owned subsidiaries:

1 URR Housing and Construction Pvt Ltd
2 Ritwiz Builders and Developers Pvt Ltd
3 Entrepreneurs (Calcutta) Pvt. Ltd.
4 Vipul Eastern Infracon Pvt. Ltd.
5 Vipul Hospitality Ltd.
6 Vipul Southern Infracon Ltd.
7 United Buildwell Pvt. Ltd.
8 High Class Projects Ltd.
9 Vipul Lavanya Developers Ltd. (Ceased to a subsidiary w.e.f 02.03.2021)

Other Subsidiaries:

1 Vipul SEZ Developers Pvt. Ltd.
2 K S T Buildwell Pvt Ltd
3 P K B K Buildwell Pvt Ltd
4 P K B Buildcon Pvt Ltd
5 Bhatinda Hotels Ltd.
6 Graphic Research Consultants (India) Pvt. Ltd.
7 Vineeta Trading Pvt. Ltd.
8 Abhipra Trading Pvt. Ltd.
9 VSD Buildwell Pvt. Ltd.

Entities Having Common Key Management Personnel:

1 S.U Finance Ltd.
2 Whitfield Infrastructure Development Pvt. Ltd
3 Millennium Plaza Ltd
4 Sarvamangalam Builders & Developers Pvt. Ltd
5 Ngenox Technologies Pvt. Ltd.
6 Aman Resorts Pvt Ltd
7 S.B Developers Ltd
8 Vipul Modern Buildcon Pvt. Ltd.

Key Management Personnel

1 Mr. Punit Beriwala- Managing Director & CEO (CEO w.e.f 13.05.2020)
2 Mrs. Ameeta Verma Duggal-Independent Director
3 Dr. Bidhubhusan Samal- Independent Director (Resigned w.e.f.10.07.2020)
4 Mr. Kapil Dutta-Independent Director
5 Mr. Vikram Kochhar-Independent Director
6 Ms. Vishaka Beriwala- Director
7 Mr. Ajay Arjit Singh- Additional Director (Appointed w.e.f.23.03.2021)
8 Mrs.Guninder Singh- Chief Executive Officer (Resigned w.e.f.11.05.2020)
9 Mr. Anil Kumar Tibrewal Chief Financial Officer
10 Mr. Sunil Kumar Company Secretary

Relatives of Key Management Personnel having transactions

1 Mrs.Bimla Devi Beriwala
2 Mrs.Sunita Beriwala
3 Punit Beriwala (HUF)
4 Ms.Vishaka Beriwala
5 Ms.Manasi Beriwala

Entities in which a Relative of a Key Management Personnel is a Director/Interested

1 Greenfield Buildwell Private Limited
2 SPB Buildwell Private Limited

Associates

1 Mudra Finance Ltd.
2 Vipul Karamchand SEZ Pvt. Ltd.
3 Choice Real Estate Developers Pvt. Ltd.
4 Maxworth Marketing Pvt. Ltd.
5 Whitfield Infrastructure Development Pvt. Ltd.

Summary of significant related parties transactions carried out in ordinary course of business are as under: (In Rs)

No.Sl.	Description	Wholly-owned Subsidiaries		Other Subsidiaries		Entities Having ComPersonnel	mon Key Management		Key ManagementPersonnel	Relatives of Key Management Personnel		Managementtive of a KeyPersonnel iswhich a RelaEntities ina Director/Interested		Associates
		2020-21	2019-20	2020-21	2019-20	2020-21	2019-20	2020-21	2019-20	2020-21	2019-20	2020-21	2019-20	2020-21	2019-20
1	Loans	90,94,298	4,60,90,149	-	-	-	-	-	-	-	-	-	-	-	-
2	Advances Recoverable	-	-	-	-	-	-	-	-	-	-	-	-	-	-
3	Project Advances Paid	47,77,501	34,23,79,325	28,700	2,16,40,844	-	-	-	-	-	-	-	-	96,85,515	30,45,640
4	Project Advances Received	-	-	-	-	-	13,875	-	-	-	-	-	-	3,67,33,958	6,020
5	Advance Against Flat Received	-	-	-	-	-	-	-	-	-	-	-	-	-	-
6	Rent Paid	1,00,000	1,00,000	-	-	-	-	-	-	-	-	-	-	-	-
7	Services Received	-	-	-	-	-	-	-	-	11,00,000	6,00,000	-	-	-	-
8	Services Provided	-	-	-	-	-	-	-	-	4,05,73,764	5,13,57,389	-	-	6,45,226	9,53,612
9	Sale of land rights	-	-	-	-	-	-	-	-	-	-	-	-	-	-
10	Interest Paid	-	-	-	-		-	-	52,97,032	-	-	-	-	-	-
11	Purchase/Maintenance of FixedAssets	-	-	-	-	-	-	-	-	-	-	33,178 38,426		-	-
12	Share Application Money Paid	-	-	-	-	-	-	-	-	-	-	-	-	-	-
13	Share Application MoneyReceived	-	-	-	-	-	-	-	-	-	-	-	-	-	-
14	Management Consultancy Service Provided	-	-	-	-	-	-	-	-	-	-	-	-	-	-
15	Security Deposit Paid	-	-	-	-	-	-	-	-	-	-	-	-	-	-
16	Security Deposit Received	-	-	-	-	-	-	-	-	-	-	-	-	-	-
17	Maintenance Security DepositReceived	-	-	-	-	-	-	-	-	-	-	-	-	-	-
18	Land Holding Charges	52,500	52,500	-	-	-	-	-	-	-	-	-	-	-	-
19	Remuneration to Key Management Personnel	-	-	-	-	-		- 1,49,65,682	3,64,00,320	-	-	-	-	-	-
20	Remuneration to Relative of KeyManagement Personnel	-	-	-	-	-	-	-	-	-	6,00,000	-	-	-	-
21	Sitting Fees to Key ManagementPersonnel	-	-	-	-	-	-	4,50,000	3,44,250	-	-	-	-	-	-
22	Balance as on 31st March	-	-	-	-	-	-	-	-		-	-	-	-	-
	i) Loans Recoverable	44,59,34,447	43,85,90,149	-	-	-	-	-	-		-	-	-	-	-
	ii) Advances Recoverable	-		-	-	-	-	-	-		-	-	-	10,04,071	9,92,671
	iii) Project Advances Paid		82,46,43,038 1,10,36,79,062	50,95,05,173	50,94,85,673 1,77,18,000		1,77,10,000	-	-		-	-	-	34,17,16,781	36,87,65,224
	iv) Security Deposit Paid	-	-	20,00,00,000	20,00,00,000	-	-	-	-	-	-	-	-	-	-
	v) Security Deposit Received	3,00,000	3,00,000	-	-			-	-			-	-	-	-
	vi) Maintenance Security DepositReceived	15,30,000	15,30,000	-	-	9,50,000	9,50,000	-	-	63,20,000	63,20,000	-	-	-	-
	vii) Advances Received	-	-	6,07,59,642	6,06,68,842	-	(30,344)	-	-	-	-	-	-	1,23,53,350	1,17,74,150
	viii) Creditors/Payables	-	-	-	-	-	-	-	15,22,404	11,00,000	6,00,000	1,438	1,438	-	-
	ix) Debtors/Receivables	2,89,241	2,89,241	-	-	-	-	-	-	3,16,119	3,16,119	-	-	-	-

Vipul Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

	Particulars	YEAR ENDED		YEAR ENDED
		31ST MARCH 2021	Rs. In Lakhs	31ST MARCH 2020
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Net Profit/(loss) before Tax, appropriation, and extra-Ordinary items	(6,689.54)		(3,107.58)
	Depreciation	54.10		80.01
	(Profit)/Loss on sale of Investments	(430.00)		-
	Remeasurements of defined benefits plans	49.63		(50.61)
	Interest and Finance Charges	2,551.68		2,909.71
	Interest Income	(644.53)		(536.69)
	Operating Profit before Working Capital Changes		(5,108.68)		(705.16)
	Adjusted for :
	(Increase)/ Decrease in Trade receivables	4,814.99		(6,932.22)
	(Increase)/ Decrease in Inventory	(862.78)		(3,720.70)
	(Increase)/ Decrease in Loans & Advances	(48.40)		3,099.87
	Increase/ (Decrease) in Trade payables	1,776.70		1,140.12
	Increase/ (Decrease) in Other payables	2,749.93		11,253.39
			8,430.44		4,840.46
	Cash generated from operation		3,321.76		4,135.30
	Taxes Paid during the year		(79.51)		(293.04)
	NET CASH FROM OPERATING ACTIVITIES		3,242.25		3,842.25
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Sale of Fixed Asset	110.25		194.08
	Purchase of Fixed Asset	(24.32)		(1.95)
	Interest Received	644.53		536.69
	Sale of Investments	435.00		-
	NET CASH FROM INVESTING ACTIVITIES		1,165.46		728.82
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Interest and Finance Charges	(2,551.68)		(2,909.71)
	Investments in Equity Instruments	-		10.90
	Proceeds/(Repayments) from long term borrowings	(655.59)		(1,125.82)
	Net proceeds from Short Term Borrowings
	- Proceeds from Unsecured Loans	(90.88)		180.16
	-Net movement in Cash Credit/Receivable finance facilities	(199.33)		130.06
	NET CASH FROM FINANCING ACTIVITIES		(3,497.48)		(3,714.40)
	Total ( A+B +C)		910.23		856.67
	NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		910.23		-856.67
	CASH AND CASH EQUIVALENTS (OPENING BALANCE)		1,179.76		323.09
	CASH AND CASH EQUIVALENTS (CLOSING BALANCE)		2,089.99		1,179.76

	Cash & Cash Equivalents:
	Cash and Bank Balances		5,765.89		1,659.48
	Less: Other Bank Balances		3,675.90		479.72
			2,089.99		1,179.76
	Notes:

Figures in brackets indicate cash outflow.
Previous figures have been regrouped/recasted, whereever necessary, to confirm to the currrent year's classification

For JSUS & Associates Chartered Accountants FRN- 329784E For & on behalf of the Board of Directors of Vipul Limited sd/- (Adrish Roy) Partner Membership No-055826 sd/- Punit Beriwala Managing Director & CEO DIN : 00231682 Place: Kolkata Date: August 09, 2021 sd/- Anil Kumar Tibrewal Chief Financial Officer

sd/- Vikram Kochhar Director DIN : 03098195 sd/- Sunil Kumar Company Secretary A-38859

Place: Gurugram Date: August 09, 2021

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF VIPUL LIMITED Report on the Audit of the Consolidated Financial Statements

Qualified Opinion

We have audited the accompanying consolidated financial statements of VIPUL LIMITED (hereinafter referred to as "the Holding Company"), its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its associates comprising of the Consolidated Balance Sheet as at 31st March, 2021, the Consolidated Statement of Profit and Loss including other comprehensive Income, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, for the year then ended, including a summary of significant accounting policies and other explanatory information (herein after referred to as "Consolidated Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements of the subsidiaries and associates referred to in the Other Matters paragraph and except for the possible effects of the matters described in the "Basis for Qualified Opinion" paragraph below, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of their consolidated state of affairs of the Group as at March 31, 2021, of consolidated losses (including Other Comprehensive Loss), consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

1. This Statement does not include the financial information of one subsidiary along with its four subsidiaries while the Statement of Consolidated Assets and Liabilities and Consolidated Statement of Cash Flow for the year ended 31st March 2021 and 31st March 2020 includes the consolidated Balance Sheet of the said subsidiary for the year ended 31st March, 2018. The consolidated financial statements for the year ended 31st March, 2021, 31st March 2020 and 31st March 2019 of the said subsidiary is not available with the Parent's Management. The auditor who had audited the consolidated financial statements of the said subsidiary had expressed a modified opinion on the consolidated financial statements for the year ended March 31, 2018. In the absence of audited consolidated financial statements for the year ended March 31, 2019, March 31, 2020 and March 31, 2021 we are unable to comment on whether the circumstances which resulted in the modified opinion still exist.
1. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Companies Act, 2013. We believe that the audit evidence we have obtained along with the consideration of audit reports of the other auditors referred to in "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

Sr.No	Key Audit Matter	Auditor's Response
1	Revenue recognition – accounting for construction contractsThere are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timingof revenue recognition. The Company recognisesrevenue and profit/loss on the basis of stage ofcompletion based on the proportion of contractcosts incurred at balance sheet date, relative tothe total estimated costs of the contract at completion. The recognition of revenue and profit/losstherefore rely on estimates in relation to total estimated costs of each contract. Cost contingenciesare included in these estimates to take into account specific uncertain risks, or disputed claimsagainst the Company, arising within each contract.These contingencies are reviewed by the Manage	In responding to the identified key audit matter, we completed the following audit procedures:•Testing of the design and implementationof controls involved for the determinationof the estimates used as well as their operating effectiveness;•Testing the relevant information technologysystems' access and change managementcontrols relating to contracts and relatedinformation used in recording and disclosing revenue in accordance with the newrevenue accounting standard;•Testing a sample of contracts for appropriateidentificationofperformanceobligations;•Forthesampleselected,reviewingfor
	ment on a regular basis throughout the contractlife and adjusted where appropriate.	change orders and the impact on the estimated costs to complete;•Performedanalyticalproceduresforreasonableness of revenues disclosed by typeand service offerings

Emphasis of Matter

1. We draw attention to the following matters included in the Notes to the consolidated financial statements:
a. Note No. 40 to the financial statements which state that there have been breaches in repayment of loans by the Company.
b. Note No. 41 which states the reasons for not accounting for the accrued interest payable to PNB Housing Finance Company Limited for the financial year 2020-21
c. Note 44 which relates to various claims and counter claims are pending before the Arbitral Tribunal.
d. Note 51 which states that certain balances under Loans, Advances and Trade Receivables are subject to balance confirmations.
e. In one subsidiary and one associate not audited by us and whose audit reports for financial year ending 31st March 2021 has been provided to us, the concerned auditors have emphasized in their respective audit reports that the respective subsidiaries have Capital Work in Progress consisting of a project under implementation and there is no progress in development activities of the project as these projects have been kept on hold. (Refer Note 48).
f. In one subsidiaries not audited by us and whose audit reports for financial year ending 31st March 2021 has been provided to us, the concerned auditors have stated in their audit reports that the

subsidiaries has incurred net cash losses during the current year and the previous year. Consequently, the Companies has not recognised Deferred Tax Assets for the financial year. However, the management is of the opinion that the Company will have sufficient amount of profit in the future years to recover the Deferred Tax Asset amounting to Rs. 1031.10 lakhs which have been recognized up to 31.03.2019. (Refer Note 49)

g. Note 43 regarding the cumulative impact of Covid-19, sluggishness in the Indian economy, slump in the real estate sector and labour migration which has resulted in substantial slowdown of the project operations, including projects for which advances have been granted to various parties.

Our opinion is not modified in respect of these matters.

Material uncertainty relating to Going Concern

In five subsidiary companies not audited by us and whose audit reports for financial year ending 31st March 2021 has been provided to us, the concerned auditors have stated in their respective audit reports that the respective subsidiaries have been incurring losses and their networth has been completely eroded. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the subsidiary's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons mentioned in Note 49 to the consolidated financial statements.

Our opinion is not modified in respect of this matter.

Other Information

1. The Holding Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis; Board's Report including Annexures to Board Report, Business Responsibility Report, Corporate Governance and Shareholders' Information but does not include the consolidated financial statements and our auditor's report thereon. The aforesaid documents are expected to be made available to us after the date of this auditor's report.
1. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
1. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information when it becomes available, and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
1. When we read the aforesaid documents, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management's Responsibility for the Consolidated AS Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and statement of changes in equity of the Group including its associates in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rules issued thereunder. The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and of its associates for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the

accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

1. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group including its associates are responsible for assessing the ability of the Group and its associates to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so
1. The respective Board of Directors of the companies included in the Group and of its associates are responsible for overseeing the financial reporting process of the Group and of its associates.

Auditor's Responsibility for the Audit of the Consolidated Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
1. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Group and its associates which are companies incorporated in India have adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its associates to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
1. We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matters or when we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
1. Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

Other Matters

18 We did not audit the financial statements of twelve subsidiaries, whose Financial Statements reflect Group's share of total assets of Rs. 25711.52 lakhs as at March 31, 2021, Group's share of total revenue of Rs. 172.28 lakhs and Group's share of total loss of Rs. (586.36) lakhs, total comprehensive loss of Rs. (581.98) lakhs for the year ended March 31, 2021, and net cash flows of Rs. (2.10 lakhs) for the year ended March 31, 2021 as considered in the Consolidated Financial Statements, which have been audited by their respective independent auditors. The consolidated financial statements also includes the Group's share of loss of Rs. (30.40) lakhs and total comprehensive income of Rs. (30.40) lakhs for the year ended March 31, 2021, as considered in the consolidated financial statements, in respect of five associates which not been audited by us. These financial statements have been audited by other independent auditors whose reports on financial statements of these entities have been furnished to us and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors.

Our Opinion on the consolidated financial statements above, and our report on other Legal and Regulatory Requirements below is not modified in respect of above matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
(b) Except for the effect of the matters described in the Basis of Qualified Opinion paragraph above, in our opinion proper books of accounts as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
(d) Except for the effects of the matters stated in the Basis of Qualified Opinion paragraph above, in our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant Rules issued thereunder.
(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2021 taken on record by the Board of Directors of the Holding Company and the reports of the other statutory auditors of its subsidiary companies and associate companies, none of the directors of the Group's companies and associate companies incorporated in India is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) The matters described in the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.
(g) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate report in "Annexure A", which is based on the auditor's report of the parent, subsidiary companies and associates, which are companies incorporated in India and
(h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
- i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associates – Refer Note 36 to the consolidated financial statements.
ii. The Group and its associates did not have any material foreseeable losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiary companies and associate companies incorporated in India.

For JSUS & Associates, Chartered Accountants (Firm Registration Number: 329784E)

Sd/- (Adrish Roy) Place : Kolkata Partner Date : August 09, 2021 (Membership Number 055826) UDIN: 21055826AAAAAY4582

Vipul Limited

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

To the members of

VIPUL LIMITED

[Referred to in paragraph 18(f) of the Auditors' Report of even date]

Report on the Internal Financial Control under Clause (i) of Sub –section 3 of Section 143 of the Companies Act, 2013("the Act")

We have audited the internal financial controls over financial reporting of VIPUL LIMITED (hereinafter referred to as "the Holding Company"), its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its associates, which are companies incorporated in India as of 31st March 2021 in conjunction with our audit of the financial statements of the Holding Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding Company, its subsidiary companies and its associates, which are companies incorporated in India, are responsible for establishing and maintaining internal financial control based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' Responsibility

1. Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Holding Company, its subsidiaries and associates which are companies incorporated in India based on our audit. We conducted our audit in accordance with the "Guidance Note" and the Standard on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includes obtaining an understanding of internal financial control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedure selected depends on the auditor's judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error.
1. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies and its associates, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting the Company, its subsidiary companies and its associates which are companies incorporated in India

Meaning of Internal Financial Control over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

1. pertain to the maintenance of the records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
1. provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorization of management and directors of company; and
1. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statement.

Inherent Limitations of Internal Financial Control over Financial Reporting

Because of inherent limitation of internal financial control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to errors or fraud may occur and not be detected. Also, projections of any evaluations of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us and based on the consideration of the other auditors referred to in the Other Matters paragraph below, the Holding Company its subsidiary companies and its associates, which are companies incorporated in India, have, in all material respect, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2021, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting, issued by ICAI.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one subsidiary, which is a company incorporated in India, is based solely on the corresponding report of the auditor of such company incorporated in India.

This report does not include the report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting of one subsidiary along with its four subsidiaries as the reports the said subsidiaries are not available with the Parent's Management. In the absence of such report, we are unable to comment on the adequacy and operating effectiveness of the internal financial controls over financial reporting in respect of the subsidiary along with its four subsidiaries

The independent auditors' reports of the other subsidiaries and associates do not include Report on the internal financial controls under clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the 'Report on internal financial controls'), since in the opinion and according to the information and explanation given to the respective auditors, the said report on internal financial controls is not applicable to the Company on basis of the exemption available to the entities under MCA notification no. G.S.R. 583(E) dated June 13, 2017, read with corrigendum dated July 13, 2017 on reporting on internal financial controls over financial reporting.

For JSUS & Associates, Chartered Accountants (Firm Registration Number: 329784E)

Sd/- (Adrish Roy) Place : Kolkata Partner Date : August 09, 2021 (Membership Number 055826) UDIN: 21055826AAAAAY4582

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2021

		AS AT	AS AT
Particulars	Notes	31.03.2021	31.03.2020
		(Rupees in Lakhs)	(Rupees in Lakhs)
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment	1	4,630.24	4,959.75
(b) Intangible Assets	1	1,178.90	1,176.68
(c) Financial Assets	2	458.72	458.72
(d) Goodwill on Consolidation		1,607.37	1,607.37
(e) Intangible Assets	1	9.10	13.82
(f) Financial Assets
(i) Investments	3	658.21	688.61
(ii) Trade Receivables	4	6,636.49	6,341.03
(iii) Loans	5	1,307.44	1,312.44
(g) Deferred Tax Assets (net)	6	4,829.23	3,088.37
(h) Income Tax Assets (net)	7	721.18	804.47
(i) Other Non Current Assets	8	69.35	870.16
Total Non Current Assets		22,106.24	21,321.40
Current Assets
(a) Inventories	9	1,02,252.55	1,03,730.08
(b) Financial Assets
(i) Trade Receivables	10	33,182.24	38,294.28
(ii) Cash and Cash Equivalents	11	5,961.12	1,856.80
(iii) Loans	12	688.98	705.90
(iv) Other Financial Assets	13	8,986.94	10,533.84
(c) Other Current Assets	14	15,736.56	13,851.94
Total Current Assets		1,66,808.37	1,68,972.85
Total Assets		1,88,914.61	1,90,294.25
EQUITY & LIABILITIES
Equity
Equity Share Capital	15	1,199.84	1,199.84
Other Equity	16	26,020.27	31,494.05
Equity attributable to owners of parent		27,220.11	32,693.89
Non-Controlling Interest		315.48	315.45
Total Equity		27,535.59	33,009.35
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings	17	10,150.17	33,443.58
(ii) Trade & Other Payables :	18
- Total Outstanding dues of Micro and small enterprises
- Total Outstanding dues of other than Micro and small enterprises		16.50	16.50
(b) Income Tax Liabilities (net)	19	-	30.00
(c) Other Non Current Liabilities	20	4,381.56	5,102.60
Total Non Current Liabilities		14,548.23	38,592.68
Current Liabilities
(a) Financial Liabilities
(i) Borrowings	21	12,482.76	12,772.56
(ii)Trade & Other Payables :	22
- Total Outstanding dues of Micro and small enterprises		-	-
- Total Outstanding dues of other than Micro and small enterprises		8,329.45	6,533.84
(iii)Other Financial Liabilities	23	87,878.40	62,027.72
(b) Other Current Liabilities	24	38,140.16	37,358.10
(c) Provisions	25	-	-
Total Current Liabilities		1,46,830.78	1,18,692.22
Total Liabilities		1,61,379.02	1,57,284.91
Total Equity & Liabilities		1,88,914.61	1,90,294.25

The accompanying notes are an integral part of the financial statements - 33 As per our report of even date attached.

For JSUS & Associates Chartered Accountants FRN- 329784E sd/-

(Adrish Roy) Partner Membership No-055826

Place: Kolkata Date: August 09, 2021 For & on behalf of the Board of Directors of Vipul Limited

sd/- Punit Beriwala Managing Director & CEO DIN : 00231682 sd/- Anil Kumar Tibrewal

Chief Financial Officer

sd/- Vikram Kochhar Director DIN : 03098195 sd/- Sunil Kumar Company Secretary A-38859

Place: Gurugram Date: August 09, 2021

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2021

		Year ended	Year ended
Particulars	Notes	31.03.2021	31.03.2020
INCOME		(Rupees in Lakhs)	(Rupees in Lakhs)
Revenue from Operations	26	3,721.68	17,647.07
Other income	27	1,117.56	2,459.49
Total Revenue		4,839.24	20,106.56

EXPENSES
Project Expenses	28	5,895.48	22,881.79
Changes in Inventories	29	1,509.98	(5,070.48)
Employee benefits expenses	30	954.81	1,666.59
Finance Costs	31	2,953.57	3,225.83
Depreciation/Amortisation expenses	1	354.23	422.60
Other expenses	32	595.32	783.89
Total Expenses		12,263.39	23,910.22

Profit/(Loss) before share of profit from Associates		(7,424.15)	(3,803.66)
Share of Profit from Associates		(30.40)	4.78
Profit before tax		(7,454.55)	(3,798.88)
Exceptional itemsTax expense:		144.39	-
- Current Tax		0.03	(0.00)
- Earlier year adjustment in tax (net)		(3.92)	0.20
- Deferred Tax		(1,754.65)	(364.43)
Profit/(Loss) for the year		(5,551.63)	(3,434.65)

Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss		53.11	(51.16)
(ii) Income Tax relating to items that will not be reclassified to		12.00	(17.83)
profit or loss(ii) Changes in Revaluation Surplus		-	-
Total Other Comprehensive Income for the year		41.11	(33.33)
Total Comprehensive Income for the year		(5,510.52)	(3,467.98)

Net Profit attributable to:
a) Owners of the Company		(5,551.61)	(3,434.64)
b) Non-Controlling Interest		(0.02)	(0.02)
		(5,551.63)	(3,434.66)
Other Comprehensive Income attributable to:a) Owners of the Company		41.11	(33.33)
b) Non-Controlling Interest		-	-
		41.11	(33.33)
Total Comprehensive Income attributable to:
a) Owners of the Company		(5,510.50)	(3,467.97)
b) Non-Controlling Interest		(0.00)	(0.02)
		(5,510.49)	(3,467.99)
Basic and diluted Earning Per Share (Face value of Rs. 1/- each)		(4.63)	(2.86)

The accompanying notes are an integral part of the financial statements - 33 As per our report of even date attached

For JSUS & Associates Chartered Accountants FRN- 329784E

sd/- (Adrish Roy) Partner Membership No-055826

Place: Kolkata Date: August 09, 2021 For & on behalf of the Board of Directors of Vipul Limited

sd/- Punit Beriwala Managing Director & CEO DIN : 00231682 Vikram Kochhar DIN : 03098195 sd/- Anil Kumar Tibrewal Chief Financial Officer Sunil Kumar Company Secretary

Place: Gurugram Date: August 09, 2021

sd/-

Director

A-38859

Princula	alance as on	issued during	Balance as on	Issued during	Balance as on
	01.04.2019	the year	31.03.2020	the year	31.03.2021
- each119,984,480 Equity Shares of Rs.	1,99,84,48		.1,99,84,48		.1,99,84,480

B. Other Equity

B. Other EquityParticulars			RESERVES & SURPLUS					Other ComprehensiveIncome	TOTAL
	Amalga-sevesmationRes	SecuritiesPremiumReserve	ReservesGeneral	Capital$Sub-$sidy	RedemptionDebentureReserve	RetainedEarnings	Chang-Definedbenefitplanses in	Changes inrevaluationsurplus
Balance as on 01.04.2019	12.25	23,212.84	10,150.00 17.00		1,875.00	(1, 220.88)	840.43	80.15	34,966.79
Profit for the year						(3,439.82)			(3,439.82)
Other Comprehensive income (netof Taxes)				ı			(32.92)		(32.92)
Total Comprehensive income	2.25	23,212.84	10,150.00	17.00	1,875.00	(4,660.70)	807.50	80.15	31,494.05
Dividend
Tax on Dividend
Transfer to General Reserves
Transfer to Debenture Redemp-tion Reserves									ı

Balance as on 31.03.2020	2.25	23,212.84	10,150.00 17.00		1,875.00	(4,660.70)	807.50	80.15 31,494.05
Balance as on 01.04.2020	12.25	23,212.84	10,150.00 17.00		1,875.00	(4,660.70)	807.50	80.15 31,494.05
Profit for the year						(5,510.50)		(5,510.50)
Other Comprehensive income (netof Taxes)	ı		ı			38.42	(1.69)	36.72
Total Comprehensive income	.25	23, 212.84	10,150.00 17.00		1,875.00	(10, 132.78)	805.81	80.15 26,020.27
Dividend				ı
Tax on Dividend	1			I		ï
Transfer to General Reserves				ı			ı
Transfer to Debenture RedemptionReserves	1			ı		ï
Balance as on 31.03.2021	2.25	23, 212.84		10,150 17.00	1,875.00	(10, 132.78)	805.81	80.15 26,020.27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE- 1

PROPERTY, PLANT & EQUIP		MENT							(Rs. in Lakhs)
PARTICULARS		GROSS CARRYING AMOUNT					DEPRECIATION/AMORTISATION			NET BLOCK
	1.04.2020As at	Additions	Adjust.Sale/	31.03.2021As at	1.04.2020As at	For theyear	mentAdjust	31.03.2021As at	31.03.2021As at	31.03.2020As at
TangibleAssets
& BuildingLand	5,879.94	-	-	5,879.94	1,533.89	234.45	-	1,768.35	4,111.60	4,346.05
Plots	118.63	-	-	118.63	-	-	-	-	118.63	118.63
Machinery&Plant	841.14	-	-	841.14	554.25	57.50		611.75	229.39	286.89
Cars	420.26	21.63	100.27	341.61	348.88	22.21	(87.17)	283.92	57.70	71.38
Furniture andFixtures	735.39	-	-	735.39	634.57	22.98	-	657.55	77.84	100.82
&AccessoriesComputers	226.62	0.17	9.98	216.81	218.88	1.03	(9.66)	210.25	6.56	7.74
Air conditioners	11.25	-	-	11.25	10.46	0.13	-	10.59	0.66	0.79
OfficeEquipmentsOther	306.33	2.53		308.86	278.88	11.21	-	290.09	18.77	27.45
IntangibleAsset	-
Software	56.12	-	-	56.12	42.30	4.72	-	47.02	9.10	13.82
Total	8,595.69	24.32	110.25	8,509.76	3,622.12	354.23	(96.83)	3,879.52	4,630.24	4,973.57
WorkIn ProgressCapital	1,176.68	2.22	-	1,178.90	-	-	-	-	1,178.90	1,176.68
Grand Total	9,772.37	26.55	110.25	9,688.66	3,622.12	354.23	(96.83)	3,879.52	5,809.14	6,150.25

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NON CURRENT ASSETS
NOTE-2Investment Property
Investment Properties - Valued at Cost	458.72	458.72
Total	458.72	458.72
NOTE-3INVESTMENTS
A. Investments in Equity Instruments (Unquoted : Fully paid up)
Maxworth Marketing Pvt.Ltd.	99.95	98.67
{6,25,000( P.Y. 6,25,000) Equity shares of Rs.10/- each}
Whitfield Infrastructure Development Pvt. Ltd.{15,000 (P.Y.15,000) Equity Shares of Rs 100/- each}	13.13	13.16
Vipul Karamchand SEZ Private Limited{500,000 (P.Y.500,000) Equity Shares of Rs 10/- each}	45.22	45.28
Mudra Finance Limited{70,000 ( P.Y.70,000) Equity Shares of Rs. 10/- each}	468.31	517.20
Choice Real Estate Developers Private Limited{5000 (P.Y 5000) Equity Shares of Rs.10/- each}	31.60	14.30
Total	658.21	688.61
NOTE-4TRADE RECEIVABLES(Unsecured-considered good)
Trade Receivables	6,636.49	6,341.03
Total	6,636.49	6,341.03
NOTE-5LOANS
(Unsecured-considered good)Advance recoverable in cash or kind or for value to be received	890.94	895.94
Security Deposit	409.11	409.11
Advance for share application money	7.39	7.39
	1,307.44	1,312.44
NOTE-6
DEFERRED TAX ASSETS
Deferred Tax Assets	4,829.23	3,088.37
Total	4,829.23	3,088.37

Annual Report 2020-21

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-7
INCOME TAX ASSETS (NET)
Taxation Payments (Net of provisions)	721.18	804.47
Total	721.18	804.47

NOTE-8
OTHER NON CURRENT ASSETS
(Unsecured-considered good)
i) Loans & Advances to related parties:	69.35	870.16
(As security against the Bank Guarantees issued)
Total	69.35	870.16

CURRENT ASSETS
NOTE-9
INVENTORIES
(Valued at lower of cost or net realisable value)
Project Work-in-Progress	1,02,236.32	1,02,914.29
Project Finished Stocks	16.23	815.79
Total	1,02,252.55	1,03,730.08
FINANCIAL ASSETS
NOTE-10
TRADE RECEIVABLES
(Unsecured-considered good)
Due for more than Six months	5,519.82	2,327.15
- Considered doubtful	16.54	16.54
Other Debts	27,662.43	35,967.14
	33,198.78	38,310.82
Less: Provision for doubtful debts	16.54	16.54
Total	33,182.24	38,294.28
NOTE-11
CASH & CASH EQUIVALENTS
i) Balances with Banks in Current accounts	970.88	1,159.88
ii) Cash on hand	133.01	55.65
iii) Balances with Banks in Fixed deposit accounts	20.13	20.13
iv) Cheques on hand	1,161.19	141.42
Other Bank Balances
i) Unpaid Dividend	7.51	11.45
ii) Margin money deposit (As security against the Bank Guarantees issued)	3,668.40	468.28
Total	5,961.12	1,856.80

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-12
LOANS
Unsecured & considered good (unless otherwise stated)Loans & Advance to related parties
Security Deposit-Others	688.98	705.90
Total	688.98	705.90

NOTE-13
OTHER FINANCIAL ASSETSUnsecured & considered good (unless otherwise stated)
a) Project Advances
- Considered good	8,379.84	9,918.70
- Considered doubtful	1,049.54	1,049.54
b) Loans
- Considered good	136.15	144.19
- Considered doubtful	37.70	37.70
c) Margin Money Depsoit under bank lien	469.49	469.49
d) Interest accured and due	1.46	1.46
	10,074.18	11,621.09
Less: Provision for doubtful loan	37.70	37.70
Provision for doubtful advances	1,049.54	1,049.54
Total	8,986.94	10,533.84
NOTE-14
OTHER CURRENT ASSETS
(Unsecured & considered good)
i) Loans & Advances to related parties:
: Project Advances	3,031.42	3,045.66
ii) Other Loans & Advances
: Advances for Land & Others	83.13	83.13
iii) Taxation Advances (Net of Provisions)	6.92	16.07
iv) Deposit for License Fee	1,612.83	1,612.83
v) Loans & Advances to others:
: Advances receivable in cash or kind or for services to be received	8,546.71	6,639.45
vi) Project Advances	2,455.55	2,454.80
Total	15,736.56	13,851.94
NOTE-15
EQUITY
EQUITY SHARE CAPITAL
Authorised Share Capital
515,500,000 (P.Y.515,500,000) Equity Shares of Rs. 1/-(P.Y.Rs. 1/-) each	5,155.00	5,155.00
Issued Subscribed and Paid up Share Capital
119,984,480 (P.Y.119,984,480) Equity Shares of Rs.1/-(P.Y Rs.1/-) each fully	1,199.84	1,199.84
paid up
Total	1,199.84	1,199.84

As per Balance Sheet

a) Reconciliation of the number of shares outstanding:

Equity Shares	31.03.2021		31.03.2020
	No. of Shares	Amt. in Rs.	No. of Shares	Amt. in Rs.
At the beginning of the year	11,99,84,480	11,99,84,480	11,99,84,480	119,984,480
Add: Issued/(Cancelled) during the year	-	-	-	-
At the end of the year	11,99,84,480	11,99,84,480	11,99,84,480	119,984,480

b) Details of Shareholders holding more than 5% of the Equity Shares in the Company:

	31.03.2021		31.03.2020
Name of Shareholder	No. of Shares	%	No. of Shares	%
Mr. Punit Beriwala	3,94,83,575	32.91%	3,94,83,575	32.91%
Mrs. Sunita Beriwala	1,57,91,000	13.16%	1,57,91,000	13.16%
Shyam Sunder Punit Kumar (HUF)	-	-	88,27,534	7.36%
Shyam Sunder Beriwala	88,27,534	7.36%	-	-
Punit Beriwala (HUF)	78,38,000	6.53%	78,38,000	6.53%

c) Terms/rights attached to Equity Shares

The Company has only one class of Equity Share having par value of Rs. 1/- each. Each shareholder is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding, after distribution of all preferential amount.

	(Rs in Lakhs)	(Rs in Lakhs)
Particulars	31.03.2021	31.03.2020
	AS AT	AS AT

NOTE-16

OTHER EQUITY

General Reserve
Opening Balance	10,150.00	10,150.00
Add: Transfer from Profit & Loss Statement	-	-
Total	10,150.00	10,150.00
Capital Subsidy	17.00	17.00
Revaluation Reserve	80.15	80.15
Securities Premium	23,212.84	23,212.84
Amalgamation Reserves	12.25	12.25
Debenture Redemption Reserve	1,875.00	1,875.00
Surplus in Profit & Loss statement
Opening Balance	(4,620.32)	(1,220.88)
Less: Bonus Shares Issued
Add: Transfer from Profit & Loss Statement	(5,510.49)	(3,439.84)
Add : Transfer from Other Comprehensive Income	38.42	40.38
Less: Transferred to Non Controlling Interest	-	(0.02)
Closing Balance	(10,092.39)	(4,620.32)

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
Other Comprehensive Income
Opening Balance	767.12	840.43
Less : Transferred to Profit and Loss Account	38.42	40.38
Add : For the Year (net of tax)	36.72	(32.92)
Closing Balance	765.43	767.12
Grand Total	26,020.27	31,494.05
NON CURRENT LIABILITIES
FINANCIAL LIABILITIES
NOTE-17BORROWINGS
SECURED
a) Debentures
Non Convertible Debentures (1)	7,500.00	7,500.00
b) Term Loans
- From Other Parties
PNB Housing Finance Ltd.-Loan-I (2)	32,000.00	32,000.00
PNB Housing Finance Ltd.-Loan-I (3)	3,633.33	3,633.33
DMI Finance Pvt. Ltd.-Loan-II (4)	854.72	1,348.79
CMS Finvest Ltd.(5)	300.00	250.00
Kanupriya Commercial Pvt. Ltd. (6)	255.00	255.00
Yaduka Financial Services Ltd.(7)	850.00	200.00
Paramount Realtec Pvt. Ltd. (8)	1,138.36	1,225.00
J P Financial Services P Ltd (9)	1,500.00	1,500.00
Reliance Home Finance Ltd.(10)	-	383.32
State Bank of India- FBTL (11)	-	460.02
Tourism Finance Corporation of India Ltd. (12)	2,673.00	2,515.00
- From BanksVehicle LoansVehicle Loans (13)	4.53	17.10

	50,708.94	51,287.57
Less: Current Maturities (Refer Note no.- 23)	40,700.99	17,905.16
Less: Impact of Processing Charges	(142.22)	(61.18)
Total	10,150.17	33,443.58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. 1500 Secured, Zero per cent Coupon, Non Convertible debentures of aggregate face value of Rs.10,00,000/each secured against exclusive registered Mortgage over identified units in the project at Sector-53,Gurugram, second ranking exclusive security interest by way of registered mortgage of entire project & project land at Sector-53, Gurugram and Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of redemption - Redeemable at the end of 55th, 56th and 57th month from the date of allotment i.e. Aug-17 in installment of 25%, 25% and 50% respectively. Return on NCDs- Min IRR 12.50%.
1. Loan-1 From PNB Housing Finance Ltd. are secured against equitable mortgage of project land at Sector-53, Gurugram and structure thereon, hypothecation of receivables of the project & Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of repayment- (a) for Rs.230 crore- 30 equal monthly installments after moratorium of 18 months starting from April 2020, Rate of Interest-14.50% p.a. (b) Rs.90 crores - 42 equal monthly installments after moratorium period of 18 months starting from Sep-19, Rate of Interest-14.75% p.a.
1. Loan-II. From PNB Housing Finance Ltd. is secured against equitable mortgage of project land at Sector-53, Gurgram and structure thereon, hypothecation of receivables of project & Personal Guarantee of Mr. Punit Beriwala - Managing Director. Terms of repayment - for Rs.36.33 crore- 60 equal monthly installments starting from Nov-16, Rate of Interest-15.85% pa.
1. From DMI Finance Pvt. Ltd. are secured against pledge of equity shares of the Company held by Promoters and Personal Guarantee by Mr. Punit Beriwala - Managing Director. Terms of repayment - for (a) Rs.10 crores-24 equated monthly installments after moratorium period of 12 months starting from Jun-18, Rate of Interest- 18% p.a., (b) Rs.15 crores - 36 equated monthly installments after moratorium period of 18 months starting from Apr-19, Rate of Interest- 17% p.a.
1. From CMS Finvest Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 30-November-21. Rate of Interest-16% p.a.
1. From Kanupriya Commercial Pvt. Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment-Repayable on 30-November-21. Rate of Interest-16% p.a.
1. From Yaduka Financial Services Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 27-March-22. Rate of Interest-14% p.a.
1. From Paramount Realtec Private Ltd. are secured against pledge of equity shares of the Company held by Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- Repayable on 30-June-22. Rate of Interest-22% p.a.
1. From J.P Financial Services Pvt Ltd is secured against pledge of equity shares of the Company held by Promoters, equitable mortgage of 34 unsold units of project Vipul Plaza, Faridabad and Personal guarantee of Mr. Punit Beriwala-Managing Director. Terms of repayment- Repayable on 31-December-21. Rate of Interest-13% p.a.
1. From Reliance Home Finance Ltd. is secured against mortgage of project land of Vipul Greens Bhubaneswar and hypothecation of receivables of project Vipul Greens Bhubaneswar and Vipul Lavanya, Gurugram and personal Guarantee of Mr. Punit Beriwala Managing Director. Terms of Repayment- (a) Rs. 40 crore - 56 months installment after Moratorium period of 6 months starting from Aug-15. ROI- 17.85 % p.a. (b) Rs. 5 crore - 62 monthly installments starting from April -16, ROI- 17.60 % p.a. (c) Rs. 15 crore-36 equated installments starting from Mar-17. ROI- 16.60% p.a.
1. Working Capital Term Loan facility from State Bank of India is secured against exclusive charge on 2 Tatvam Villas at sector-48, Gurugram owned by Promoters, exclusive charge on current & future receivable of 69 unsold residential plots at Vipul World Ludhiana and personal guarantee of Mr. Punit Beriwala- Managing Director and other Tatvam Villas owners. Terms of repayment- 36 monthly structured installments after moratorium period of 12 months. Rate of Interest: 13.40% p.a.
1. Secured by mortgage of leasehold rights of club land admeasuring 2.40 acres owned by holding company along with builidng and structure created thereon at sector 48, Sohna road , Gurgaon, Exclusive charges on all the fixed assets of the club both present and future including hypothecation of all the movables, personal guarantee of Mr. Punit Beriwala- Director and Corporate Guarantee of M/s Vipul Limited- holding company. Terms of repayment- 18 months moratorium and thereafter 30 step-up quarterly installments commencing from 15th October, 2017. Rate of Interest- 1% above the prime lending rate (PLR) with monthly rest and the present rate is 13.25%.
1. Vehicle loans are secured by hypothecation of financed Cars. Terms of repayment-In equal monthly instalments as per the respective repayment schedules. Rate of Interest- 9%-11% p.a.

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-18
TRADE & OTHER PAYABLES
Trade Payables
: Total Outstanding dues of Micro and small enterprises	-	-
: Total Outstanding dues of other than Micro and small enterprises	16.50	16.50
Total	16.50	16.50
NOTE-19
INCOME TAX LIABILITIES (NET)
Provision for Taxation (Net of Advances Tax)	-	30.00
Total	-	30.00
NOTE-20
OTHER NON CURRENT LIABILITIES
Other Liabilities	4,381.56	5,102.60
Total	4,381.56	5,102.60
NOTE-21
BORROWINGS
Secured
Indian Overseas Bank (1)	3,072.38	3,271.71
Unsecured
Inter Corporate Deposits (2)	9,410.38	9,500.85
Total	12,482.76	12,772.56

(1) Cash Credit Facility from India Overseas Bank is secured against equitable mortgage of a) Property at village Chakarpur, Sector-43,Tehsil & District Gurugram, b) project land at sector-71 & 72, Gurugram owned by subsidiary company and against collateral security of a) fixed assets of the company (excluding Land building, Vehicle), b) hypothecation of stock at site & receivables and Personal /Corporate Guarantee of Promoters / Property owning companies. Terms of repayments: on demand. Rate of Interest- 13.50%.
(2) Terms of Repayment- Repayable within 1 year from the date of receipt. Rate of Interest- 9%-18% p.a

Annual Report 2020-21

Particulars	AS AT31.03.2021(Rs in Lakhs)	AS AT31.03.2020(Rs in Lakhs)
NOTE-22
TRADE & OTHER PAYABLES
Trade Payables
Total Outstanding dues of Micro and small enterprises	-	-
Total Outstanding dues of other than Micro and small enterprises	8,329.45	6,533.84
Total	8,329.45	6,533.84
NOTE-23
OTHER FINANCIAL LIABILITIES
Current maturities of long-term borrowings- Secured [Refer Note no.-17]	40,700.99	17,905.16
Unpaid Dividend	249.38	246.71
Interest accrued but not due	3,050.05	2,016.33
Interest accrued and due	1,621.10	2,376.58
Other Liabilities	39,953.21	36,017.93
Security Deposits from others	1,196.16	1,384.09
Taxes and Duties Payable	1,107.51	2,080.93
Total	87,878.40	62,027.72
NOTE-24
OTHER CURRENT LIABILITIES
Security Deposits from customers	6,358.45	6,181.82
Project Advance	31,781.71	31,176.29
	38,140.16	37,358.10
NOTE-25
PROVISIONS
Income tax provision (net of advance tax)	-	-
Total	-	-

Particulars	Year ended31.03.2021(Rs in Lakhs)	Year ended31.03.2020(Rs in Lakhs)
NOTE-26
REVENUE FROM OPERATIONS
Income from Real estate sale	153.87	13,473.14
Income from Sale of services	3,567.81	4,173.93
Total	3,721.68	17,647.07
NOTE-27
OTHER INCOME
i) Interest Income	647.48	544.19
ii) Rental Income	6.05	9.19
iii) Other non-operating Income
a) Net gain on sale of Fixed Assets	8.95	1,882.22
b) Miscellaneous Income	13.37	23.89
c) Interest on Income Tax Refund	11.71	-
d) Profit on sale of Investment Property	430.00	-
Total	1,117.56	2,459.49
NOTE-28
PROJECT EXPENSES
Cost of Land	(95.75)	(70.76)
Borrowing Costs	1,701.30	6,462.24
Construction & Development Costs	606.64	3,463.30
Other Project related expensesTotal	3,683.295,895.48	13,027.0122,881.79
NOTE-29
CHANGES IN INVENTORIESDecrease/(Increase) in Work in progress
Opening Work in progress	1,02,954.67	97,849.64
Less:Closing Work in progress	(1,02,236.32)	(1,02,954.67)
	718.34	(5,105.03)
Decrease/(Increase) in Finished Stock
Opening Finished Stock	775.42	809.96
Less : Closing Finished Stock	16.22	(775.42)
	791.64	34.54
Total	1,509.98	(5,070.48)

Annual Report 2020-21

Particulars	Year ended31.03.2021(Rs in Lakhs)	Year ended31.03.2020(Rs in Lakhs)
NOTE-30
EMPLOYEE BENEFITS EXPENSES
Salary, Bonus & other allowances	901.37	1,548.53
Contribution to Provident & Other funds	30.67	65.95
Staff Welfare Expenses	22.77	52.11
Total	954.81	1,666.59
NOTE-31
FINANCE COSTS
Interest Expenses	2,566.33	2,718.01
Interest on Income Tax	330.25	93.77
Other borrowing Costs	56.99	414.06
Total	2,953.57	3,225.83
NOTE-32
OTHER EXPENSES
Advertisement and Publicity	38.77	50.28
Audit fees	11.45	12.81
Charity & Donation	0.50	-
Loss on Sale of Secuirites	2.22	-
Power & Fuel Expenses	2.09	3.31
Brokerage	14.53	29.06
Bank Charges	0.03	0.58
CSR expenditure	-	9.65
Insurance Premium	11.53	9.29
Legal & Professional Charges	207.13	266.84
Rates & Taxes	21.22	18.74
Directors' Sitting Fees	4.50	4.98
Repairs and Maintenance
- On building	22.01	33.02
- On others	17.06	19.81
Forefeiture of Security deposit	75.00	-
General/Miscellaneous Expenses	167.28	325.52
Total	595.32	783.89

Vipul Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note No. 33

A. Group Overview

Vipul Limited ("the Company") including its subsidiaries and interests in its Associates (collectively referred to as "the Group") is a public limited company domiciled and incorporated in India and its shares are publicly traded on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The registered office of the Company is situated at Unit No. 201, C 50, Malviya Nagar, New Delhi -110017and the corporate office is situated at Vipul Techsquare, Golf Course Road, Sector-43, Gurugram-122009 (Haryana).

The principle business activity of the company is Real Estate Development. The Company has its presence in the states of Haryana, Odisha and Punjab.

B. Significant Accounting Policies

1. Basis of preparation of financial statements

The Financial Statements of the subsidiaries used in the consolidation are drawn upto the same reporting date as that of the company, i.e. March 31, 2021.

The Consolidated Financial Statements of the Group have been prepared on accrual basis in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and the provisions of the Companies Act, 2013. The financial statements have been prepared on historical cost basis, except for certain financial assets and liabilities which have been measured at fair value (refer accounting policy regarding financial instruments).

The Ind AS financial statements are presented in INR which is the group's functional and presentation currency and all values are rounded to the nearest lakhs, except when otherwise indicated. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2. Use of estimates and management judgements

a. Key estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

i) Revenue recognition, contract costs and valuation of trade receivables

The group recognized revenue from contract with customer of its real estate projects i, when control of the goods or services are transferred to the customer, at an amount that reflects the consideration to which the group is expected to be entitled in exchange for those goods or services. The group transfer control of a good and service over time. Accordingly is measured by reference to the stage of the projects and contracts determined based on the proportion of contract costs incurred for work performed to date bear to the estimated total contract costs. Hence method requires the group to estimate the costs expended to date as a proportion of the total costs to be expended. Significant assumptions are required in determining the stage of completion, the extent of the contract cost incurred, the estimated total contract revenue and contract cost and the recoverability of the contracts. These estimates are based on events existing at the end of each reporting date.

ii) Estimation of net realizable value for inventory

Inventory is stated at the lower of cost and net realizable value (NRV).

NRV for completed inventory is assessed by reference to market conditions and prices existing at the reporting date and is determined, based on comparable transactions identified by the Group for inventories in the same geographical market serving the same real estate segment.

iii) Useful lives of property, plant and equipment

As described in the significant accounting policies, the Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period.

iv) Actuarial Valuation

The determination of Group's liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognised in the Statement of Profit and Loss and in other comprehensive income. Such valuation depend upon assumptions determined after taking into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. Information about such valuation is provided in notes to the financial statements.

3. Summary of significant accounting policies

a. Principles of consolidation

The Consolidated Financial Statements have been prepared on the basis of Indian Accounting Standard-110 on "Consolidated Financial Statements" read with the following assumptions:

• The financial statements of the parent company and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-Group balances and inter Group transactions.
• The consolidated financial statement are prepared by adopting uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the parent company's separate financial statement unless stated otherwise.

Vipul Limited

• The difference between the costs of investments in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the Financial Statements as Goodwill or Capital Reserve as the case may be.
• Goodwill arising, if any, out of consolidation is not being amortized.
• Minority Interest share of Net Profit/Loss of Consolidated Subsidiaries for the year is identified and adjusted against the income of the Group in order to arrive at the net income attributable to the shareholders of the Company.
• Minority Interest's share of Net Assets of Consolidated Subsidiaries is identified and presented in the Consolidated Balance Sheet separately from liabilities and the equity of the Company's Shareholders.
• Investment in associate are accounted for using equity method as per Ind AS 28 Investment in Associates and Joint Ventures. Accordingly, the post-acquisition share of profit / loss of the associate company (the loss being restricted to the cost of investment) has been added to / deducted from the cost of investments. The excess of cost to the Company of its investment in the associates, over and above the Company's share of net assets in the associate, at the time of acquisition of share, is described as goodwill. On the other hand, where the share of net assets in the associate as on the date of investment, is in excess of cost of investments of the Company, it is described as Capital Reserve. Goodwill or Capital Reserve, as the case may be, is included in the carrying amount of investment.

b. Property, Plant and Equipment

The cost of an item of property, plant and equipment comprises of its purchase price, any costs directly attributable to its acquisition and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which the Group incurs when the item is acquired. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the Property, plant and equipment is derecognized.

c. Intangible Assets

The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period

d. Revenue Recognition-

Revenue is recognized as follows:

I. The Group recognises revenue, on execution of agreement or letter of allotment and when control of the goods or services are transferred to the customer, at an amount that reflects the consideration (i.e. the transaction price) to which the Group is expected to be entitled in exchange for those goods or services excluding any amount received on behalf of third party (such as indirect taxes). An asset created by the Group's performance does not have an alternate use and as per the terms of the contract, the Group has an enforceable right to payment for performance completed till date. Hence the Group transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognises revenue over time. The Group recognises revenue at the transaction price which is determined on the basis of agreement or letter of allotment entered into with the customer. The Group recognises revenue for performance obligation satisfied over time only if it can reasonably measure its progress towards complete satisfaction of the performance obligation. The Group uses cost based input method for measuring progress for performance obligation satisfied over time. Under this method, the Group recognises revenue in proportion to the actual project cost incurred (excluding land cost) as against the total estimated project cost (excluding land cost). The management reviews and revises its measure of progress periodically and are considered as change in estimates and accordingly, the effect of such changes in estimates is recognised prospectively in the period in which such changes are determined.
a. A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
b. A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. A receivable represents the Group's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).
II. Claims, interest and transfer fees from customers are recognized on acceptance of the same.
III. Income from interest is accounted for on time proportion basis taking into account the amount outstanding and the applicable rate of interest.
IV. Revenue from operation includes various charges recovered from the customers which is recognized on accrual basis having regard to timing and nature of service provided

e. Borrowing Costs

f. Depreciation and amortization

Vipul Limited

Depreciation on property, plant and equipment is calculated using the written down value method to allocate their cost, net of their residual values,

over the useful lives of assets estimated by the management and as given in schedule II of The Companies Act, 2013 except, life of furniture and fixtures has been estimated as 15 years against 10 years as per Schedule II of the Companies Act, 2013. Depreciation for assets purchased / sold during a period is proportionately charged.

Softwares are amortized over the estimated useful life of 5 years.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate

g. Inventories

1. Constructed properties, shown as work in progress, includes the cost of land (including development rights and land under agreements to purchase), internal development costs, external development costs, construction costs, overheads, borrowing costs, construction materials and is valued at lower of cost/ estimated cost and net realizable value.
1. On completion of projects, unsold stocks are transferred to project finished stock under the head "Inventory" and the same is carried at cost or net realizable value, whichever is less.
1. Finished Goods Plots: Valued at lower of cost and net realizable value.

h. Retirement Benefits

a) Short Term employee benefit

The employees of the Group are entitled to compensate absences which are non-accumulating in nature. Expenses of such compensated absences are recognized in the period in which such absences occur.

b) Long Term and Post–employment benefits

a) The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method.
b) Retirement benefits in the form of Provident Fund and Superannuation/ Pension schemes are charged to the Profit & Loss Statement in the year when the contributions to the respective funds are due.

i. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation if the Group has a present obligation as a result of past event and the amount of obligation can be reliably estimated.

j. Taxes on Income

Tax expense comprises both current and deferred tax. Current tax is determined in respect of taxable income for the year based on applicable tax rates and laws.

Deferred tax assets/liabilities are reviewed at each Balance Sheet date to reassess their reliability.

k. Foreign Currency Transactions

Revenue, expense and cash flow items denominated in foreign currencies are translated using the exchange rate in effect on the date of transaction.

l. Segment Reporting

The Group has identified that its operating activity is a single primary business segment viz. Real Estate Development & Services carried out in India. Accordingly, whole of India has been considered as one geographical segment.

m. Earnings Per Share

n. Cash & Cash Equivalents

Cash and cash equivalents comprise cash & cash on deposit with banks and corporations. The Group considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less, which are subject to an insignificant risk of changes in value and that are readily convertible to known amounts of cash to be cash equivalents.

o. Financial Instruments

1. Financial Assets

Classification

The Group classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income or fair value through profit and loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

Initial recognition and measurement

Financial assets are recognized in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument. The Group determines the classification of its financial assets at initial recognition. All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement

The Subsequent measurement of financial assets depends on their classification which is as follows:

Financial assets at fair value through profit or loss

Financial assets at fair value through profit and loss include financial assets held for sale in the near term and those designated upon initial recognition at fair value through profit or loss.

Financial assets measured at amortized cost

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowance for estimated irrecoverable amounts based on the ageing of the receivables balance and historical experience. Additionally, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. Individual trade receivables are written off when management deems them not to be collectible.

Financial assets at fair value through OCI

All equity investments, except investments in subsidiaries, joint ventures and associates, falling within the scope of Ind AS 109, are measured atfair value through Other Comprehensive Income (OCI). The group makes an irrevocable election on an instrument by instrument basis to present in other comprehensive income subsequent changes in the fair value. The classification is made on initial recognition and is irrevocable. If the group decides to designate an equity instrument at fair value through OCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI.

Derecognition

The group derecognizes a financial asset when the contractual rights to the cash flows from the assets expire or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset. Upon derecognition of equity instruments designated at fair value through OCI, the associated fair value changes of that equity instrument is transferred from OCI to Retained Earnings.

Investment in subsidiaries, joint ventures and associates

Investments made by the company in subsidiaries, joint ventures and associates are measured at Cost.

2. Financial liabilities

Classification

The Group classifies all financial liabilities as subsequently measured at amortised cost.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as payables, as appropriate.

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.

Subsequent measurement

The Subsequent measurement of financial liabilities depends on their classification which is as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading, if any.

Financial liabilities measured at amortized cost

Interest bearing loans and borrowings including debentures issued by the Group are subsequently measured at amortized cost using the effective interest rate method (EIR). Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are integral part of the EIR. The EIR amortized is included in finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or expires.

Fair Value measurement

The Group measures certain financial instruments at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on presumption that the transaction to sell the asset or transfer the liability takes place either:

Vipul Limited

• In the principal market for the assets or liability or
• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to the Group. The Group uses valuation technique that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable, or
Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

p. Impairment of non financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CG exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

q. Impairment of financial assets

The Group assesses at each date of balance sheet whether a financial asset or a Group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Group recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses, if the credit risk on the financial asset has increased significantly since initial recognition.

r. Current versus non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

Expected to be realized or intended to be sold or consumed in normal operating cycle;
Held primarily for the purpose of trading;
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle; -
It is held primarily for the purpose of trading;
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The real estate development projects undertaken by the Group generally run over a period ranging up to 5 years. Operating assets and liabilities relating to such projects are classified as current based on an operating cycle of up to 5 years. Borrowings in connection with such projects are classified as short term (i.e. current) since they are payable over the term of the respective projects. Assets and liabilities, other than those discussed above, are classified as current to the extent they are expected to be realized / are contractually repayable within 12 months from the Balance sheet date and as non-current, in other cases. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

s. Loans and borrowings

t. Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is due within 12 months after reporting period. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

u. Investments

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as Long term investments.

Long term investments are carried at cost. Provision for diminution, if any, in the value of each long term investment is made to recognize a decline other than of a temporary nature. Current investments are stated at lower of cost and fair value.

Profit / loss on sale of on investments is recognized with reference to the cost of the investment.

4. Financial risk management objectives and policies

The Group's principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support Group's operations. The Group's principal financial assets include trade and other receivables, cash and cash equivalents and loans and advances and refundable deposits that derive directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Group's senior management oversees the management of these risks. The Group's senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk committee provides assurance to the Group's senior management that the Group's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

a. Market risk:

The below assumption has been made in calculating the sensitivity analysis:

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates.

The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Group does not enter into any interest rate swaps.

ii. Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Group's profit before tax is affected through the impact on floating rate borrowings, as follows

Particulars	Increase/ decrease in Interestrate	Effect on profitbefore tax*
March 31,2021
INR	Increase by 1%	Reduce by Rs. 38,536,857
INR	Decrease by 1%	Increased by Rs. 38,536,857

March 31,2020
INR	Increase by 1%	Reduce by Rs. 186,051,909
INR	Decrease by 1%	Increased by Rs. 186,051,909

Determined on gross basis i.e. without considering inventorisation of such borrowing cost.

b. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including refundable joint development deposits, security deposits, loans to employees and other financial instruments.

Trade receivables

(a) Receivables resulting from sale of properties: Customer credit risk is managed by requiring customers to pay advances before transfer of ownership, therefore, substantially eliminating the Group's credit risk in this respect.
(b) Receivables resulting from other than sale of properties: Credit risk is managed by each business unit subject to the Group's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. The impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Group does not hold collateral as security. The Group's credit period generally ranges from 30-60 days.

Vipul Limited

Financial Instrument and cash deposits

Credit risk from balances with banks and financial institutions is managed by the

Group's treasury department in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.

Counterparty credit limits are reviewed by the Group's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Group's Finance Committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments. The Group's maximum exposure to credit risk for the components of the statement of financial position at 31 March 2021 and 2020 is the carrying amounts.

c. Liquidity risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans. The table below summarizes the maturity profile of the Group's financial liabilities based on Contractual undiscounted payments:

	On demandRs.	Upto 1 yearRs.	1 to 5 yearsRs.	>5yearsRs.	Total Rs.
Year endedMarch 31,2021
Borrowings	Nil	1,24,82,76,156	1,00,07,94,434	Nil	2,24,90,70,590
Trade payables	Nil	83,29,44,598	Nil	Nil	83,29,44,598
Other financialliabilities	Nil	8,45,19,83,815	335,856,121	Nil	8,78,78,39,936

Year endedMarch 31,2020
Borrowings	Nil	1,27,72,56,022	3,33,82,40,558	Nil	4,61,54,96,580
Trade payables	Nil	65,33,84,022	Nil	Nil	65,33,84,022
Other financialliabilities	Nil	5,86,69,16,162	335,856,121	Nil	6,20,27,72,283

d. Capital management

For the purpose of the Group's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Group. The primary objective of the Group's capital management is to maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables (excluding Liability under JDA), less cash and cash equivalents

Particulars	31-March-21Rs. (in lakhs)	31-March-20Rs. (in lakhs)
Borrowings (long-term and short-term, excluding currentmaturities of long-term borrowings)	22632.92	46,216.15
Trade payables	8329.45	6550.34
Other payables (current and non-current, excluding currentmaturities of long-term borrowings)	-	-
Less: Cash and cash equivalents	(5961.11)	(1856.80)
Net debt	25,001.26	50,909.69
Equity share capital	1199.84	1199.84
Other equity	26,020.24	31,494.05
Total Capital	27,220.08	32,693.89

Capital and net debt	52,221.34	83,603.58
Gearing ratio	0.48	0.61

In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been breaches in the financial covenants of interest-bearing loans and borrowing in the current period. Details are given in CARO section of Independent Audit Report issued on standalone financials statements of the company.

34. Group structure

The list of subsidiary companies and the holding Group viz. Vipul Limited's holding directly or through subsidiaries therein are as under:

Sr.	Name of the companies	Country of	Ownership in % either
no.		incorporation	directly or through
			subsidiaries
			2021	2020
1	URR Housing and Construction Private Limited	India	100	100
2	Ritwiz Builders and Developers Private Limited	India	100	100
3	United Buildwell Private Limited	India	100	100
4	Vipul Southern Infracon Limited	India	100	100
5	Entrepreneurs (Calcutta) Private Limited	India	100	100
6	Vipul Eastern Infracon Pvt Ltd	India	100	100
7	Vipul Hospitality Limited	India	100	100
8	Vipul SEZ Developers Private Limited	India	50.04	50.04
9	PKB Buildcon Private Limited	India	50.04	50.04
10	PKBK Buildwell Private Limited	India	50.04	50.04
11	KST Buildwell Private Limited	India	50.04	50.04
12	VSD Buildwell Private Limited	India	50.04	50.04
13	High Class Projects Limited	India	100	100
14	Bhatinda Hotels Limited	India	100	100
15	Abhipra Trading Private Limited	India	100	100
16	Vineeta Trading Private Limited	India	100	100
17	Graphic Research Consultants (India) Private Limited	India	100	100
18	Vipul Lavanya Developers Limited*	India	Nil	100

*Ceased to be a subsidiary w.e.f 02.03.2021

35. Auditor Remuneration

Auditors Remuneration		2021	2020
		(in Rs.)	(in Rs.)
a.	As Auditor	969,337	1,026,277
b.	For Taxation Matters	75,000	75,000
c.	For Other Services	90,000	100,000
d.	For reimbursement of expense	11,000	55,000
	Total	1,145,337	1,280,580

36. Contingent Liability and commitments (to the extent not provided for):

Sl.	Contingent Liabilities & commitments	2021	2020
No.		(in Rs.)	(in Rs.)
(a)	Claims against the Group, not acknowledged as debts
	(i) Income tax demand disputed under appeal*	15,12,94,576	10,89,71,928
	(ii) Service tax disputed claims**	147,388,449	147,388,449
	(iii) VAT Claims under dispute***	19,43,74,973	108,587,405
	(iv) Other Claims	42,207,763	39,158,000
(b)	Outstanding Bank Guarantees	528,866,916	497,514,000
(c)	Corporate Guarantee	325,000,000	325,000,000
(d)	Capital Commitments	9,646,196	9,646,196
(e)	Other Commitments	694,600,000	711,500,000

* Net of Rs.4,446,550 /- (P.Y Rs. 4,446,550 /-) paid under protest.

** Net of Rs. 56,79,650/- (P.Y. 5,679,650) paid under protest

***Net of Rs.1,597,633/- (P.Y Rs.1,597,633/-) paid under protest.

The amounts relating to other cases lodged against the company which are pending before various courts is not ascertainable at this stage

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

37. Earnings per Share:

S.	Particulars	31.3.2021	31.3.2020
No.
1	Net Profit/(loss) after tax attributable to the Equity shareholders (A)	(5551.64)	121.48
	( Rs)
2	Weighted average number of Equity Shares outstanding during the	1199.84	1199.84
	year (B)
3	Nominal Value of Each Share	1	1
4	Basic and Diluted EPS (A)/(B)	(4.63)	(2.86)

38. The deferred tax (Assets)/ liabilities has been arrived as follows: (In Rs.)

Deferred Tax (Assets)/Liabilities	As at01.04.2020	Charged/(Reversed) to Profit& Loss Account	As at31.03.2021
Deferred Tax Assets:
Tax impact of difference betweencarrying amount of fixed assets in thefinancial statements and as per theincome tax calculation	19,21,301	1,93,807	21,15,108
Others	(31,07,58,205)	(17,42,80,314)	(48,52,38,519)
Net Deferred Tax Assets	(30,88,36,904)	(17,40,86,507)	(48,29,23,411)

39. Disclosures regarding financial instruments: (Rs. In lakhs)

Details of Financial Assets/		As on 31st March, 2021		As on 31st March, 2020
Liabilities by categories	CarryingValue	Amortized Cost	CarryingValue	AmortizedCost
Financial Assets
i) Investments	658.21	658.21	688.61	688.61
ii) Trade Receivables	41,716.49	39,818.74	46,428.47	44,615.22
iii) Cash & Cash Equivalents	5,961.11	5,961.11	1,856.80	1,856.80
iv) Loans	5,518.21	5,518.21	2,018.34	2,018.34
v) Other Financial Assets	8,986.94	8,986.94	10,533.84	10,533.84
Financial Liabilities
i) Borrowings	22,632.93	22,632.93	46,216.14	46,216.14
ii) Trade Payable	8,329.45	8,329.45	6,533.84	6,533.84
iii) Other Financial Liabilities	38,140.18	38,140.18	37,358.10	37,358.10

40. Due to overall sluggishness in the Indian economy and slump in the Real Estate Industry, there have been delays in the financial covenants in payment of principle as well as interest to certain secured lenders of the group in the current period. The parent company along with one of the subsidiaries are in the process of regularizing such delays.
41. Borrowings include Rs. 370.82 crores payable to PNB Housing Finance Limited (PNBHFL). During the FY 2020-2021, the holding company has entered into a Joint Development Agreement (JDA) with a reputed real estate developer for development and marketing of its group housing project named "Aarohan Residences" (Ongoing project). By virtue of this JDA, the new developer will take over the liability of PNBHFL as part consideration of the ongoing project. PNBHFL has conveyed its approval to the said arrangement vide communication dated 1st March, 2021 on fulfillment of certain terms and conditions. The terms and conditions, inter alia, include certain waiver of interest and restructuring of principal on its loan to this holding Company. As on the date of the finalization of the accounts for F.Y 2020 – 2021, the transfer of the ongoing project has not taken place because of delay in certain regulatory approvals on account of Covid-19 pandemic. The complete effect of the transfer will be given effect to, as and when all regulatory approvals are received. Since the holding company has not given effect to the project transfer and the exact amount figure of the liability transfers are not also crystallized, the holding company has not accounted for the interest payable to PNBHFL for the FY 2020-2021.
42. Based on the information received The Company has not received information from all their vendors regarding their status under the Micro Small and Medium Enterprises Development Act 2006 (Act), there are no dues outstanding as on 31.03.2021 (Previous Year-Nil) in respect of Micro and Small Enterprises as provided in the Act. The parties have been identified based on the information available with the company and the same has been relied upon by the auditor.
43. The Group's offices and project sites remained shut due to lockdown announced by State Government w.e.f 19th April, 2021. As per regulatory orders issued from time to time, the Company saw partial resumption in June 2021, all our offices and project sites got operational in line with respective state rules and regulations. However, we also started witnessing labor migration issues across all states. This had an adverse impact on our operations at project sites.
44. Solitaire Capital India, A shareholder of Vipul SEZ Developers Pvt. Ltd. along with Solitaire Ventures Pte. Ltd moved the Hon'ble Supreme Court of India in terms of Section 11(5) and (6) of the Arbitration and Conciliation Act, 1996 and accordingly the Arbitral Tribunal stood constituted. The Parties namely Solitaire Ventures Pte. Ltd and Solitaire Capital India are treated to be Claimants therein and Vipul Group consisting of eight companies Vipul Ltd., Vipul SEZ Developers Pvt. Ltd., PKB Buildcon Pvt. Ltd., PKBK Buildwell Pvt. Ltd., KST Buildwell Pvt. Ltd., Entrepreneurs (Calcutta) Pvt. Ltd., URR Housing and Construction Pvt. Ltd. & Ritwiz Builders & Developers Pvt. Ltd. as well as Silverstone Developers Pvt. Ltd. and Karamchand Developers Pvt. Ltd. are treated to be Respondents.

All the Parties have filed their respective Claims/Counter Claims against each other. The Arbitral Proceedings are continuing.

Solitaire Capital India, A shareholder of the company, along with Solitaire Ventures Pte. Ltd have filed a petition before the Hon'ble High court of Delhi at New Delhi and also Silverstone Developers Pvt Ltd have filed three petitions in Hon'ble Delhi High court for seeking interim relief and the Hon'ble High court vide its order dated 10th March 2015 has disposed of all three petitions as under:

Under these circumstances all three petitions are accordingly disposed off with the direction that the interim order passed on 3rd December 2012 and modification order dated 27th September 2013 in OMP NO 1123/2012 shall continue during the pendency of arbitral proceedings, unless the said order is modified by the Arbitral Tribunal in respect of 132.568 acres (as 6 acres of land already sold with the consent of the parties) as per revised Project land as per the MOU/Agreement dated 13th September 2008. And as per ex-parte order dated 3rd December, 2012 has directed the company to maintain status qua its assets, land, licenses, receivables etc. resulting in restraint on the operations of the company.

Effect, if any, required to be made in the financial statement of the company in this respect shall be made on finality of the matter.

Solitaire Capital India & Anr. ( Appellant) filed a Company Petition No.94/2019 under Section 241 and 242 of the Companies Act, 2013 against Vipul Sez Developers Pvt. Ltd. & Anr before Hon'ble NCLT, New Delhi Bench, again seeking the same interim prayers which were rejected earlier on three occasions. Respondents namely Vipul Limited & others responded to the said Company Petition by filing Application being C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act questioning the Jurisdiction of Hon'ble NCLT as the Parties are before Arbitral Tribunal and seized of the dispute/matter. Hon'ble NCLT despite observing and recording that the parties are before the Arbitral Tribunal passed a conditional order dated 09.08.2019 granting injunction on the piece of land admeasuring 7 acres purchased vide sale deed no. 3543 dated 12.05.2006 till the decision on the application filed by the Appellant u/s 17 of Arbitration & Conciliation Act or Decision of Hon'ble NCLT in relation to Application being C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act WHICHEVER IS EARLIER. Arbitral Tribunal rejected the application of Appellant u/s 17 of Arbitration Act vide its order dated 12.12.2019. The Appellant (Claimants before Hon'ble Arbitral Tribunal) have challenged the said rejection order of Hon'ble Arbitral Tribunal before Hon'ble Delhi High Court and the same is still pending till date. Appellant approached the Hon'ble Supreme Court & the Hon'ble Supreme Court vide its order dated 09.01.2020 directed the Hon'ble NCLT to dispose off the application C.A. No. -422/C-III/ND/201 u/s 8 of Arbitration & Conciliation Act questioning the Jurisdiction of Hon'ble NCLT within 10 days. Vipul Ltd. informed the Hon'ble NCLT of Hon'ble Supreme Court Order dated 09.01.2020 on 15.01.2020. Arguments on the application u/s 8 of Arbitration & Conciliation Act were concluded and Hon'ble NCLT dismissed the application u/s 8 of Arbitration & Conciliation Act. The Company has challenged the said dismissal order of Hon'ble NCLT before Hon'ble NCLAT and the same is still pending till date.
45. The company has been provided with the orders of the Hon'ble High court of Punjab & Haryana for appeals RSA No 2111, 2147 and 1852 of 2016 (O & M) issued on 04.11.2016 read with order for appeals RSA No. 22394 of 2016(O & M) issued on 20.12.2016 in Agreement to sell of Raghbir for 2.507813 acres and order dated 16.07.2016 of the Ld Gurugram Court against appeal bearing no 79 of 2014 for Agreement

to sell of Bhupan for 5.015625 acres totaling to 10.031252 acres in respect of which total amount of Rs. 2,15,34,376/-(being advance standing in the name of Raghbir rs.117,58,594/-, Advance standing in the name of Matadin Rs.42,58,594/- and Advance standing in the name of Bhupan Rs. 55,17,188/-)were paid by Vipul Ltd and Rs 2,15,34,376/- was debited to the Landowners and credited to Vipul Ltd by the Company in its books of accounts on 31.12.2006.

The Company has also been provided with the Order dated 27.07.2017 of the Hon'ble Tribunal of consisting of Mr. Justice S. B. Sinha (Former Judge Supreme Court of India), Mr. Justice R.C. Chopra (Former Judge High Court of India), Ms. Justice Reva Khetrapal (Former Judge High Court of Delhi) where it is inter-alia stated that "The Tribunal, upon consideration of the respective submissions of the Ld. counsel, is however, of the view that interest of Justice shall be sub-served in the peculiar facts and circumstances of the case, in the event, the Respondent no 2 (the Company vis-a-vis Respondent no 4 (Entrepreneurs (Calcutta) Pvt. Ltd.), the statutory auditor shall prepare note containing the respective dates of making the entry and reversal thereof and the same shall be without prejudice to the rights and contentions of the parties and subject to the ultimate decision of this Tribunal.

In terms of the aforesaid order, the company has reversed these entries by crediting the respective advances and debiting Vipul limited by Rs2,15,34,376/- and the same shall be without prejudice to the rights and contentions of the parties and subject to the ultimate decision of this Tribunal.

46. Regarding Consolidating Financial Statements of Vipul SEZ Developers Private Limited :

The Hon'ble Delhi High Court vide its Order dated 15.04.2019 in the matter Solitaire Ventures Pte Ltd vs Vipul Ltd And Ors. being ARB 27/ of 2017 has directed one of the subsidiary of the Company viz. Vipul Sez Developers Pvt Ltd to appoint new statutory auditors and the said company is in process of compliance of the same and yet to complete. Thus, the consolidated financial statement (including its four subsidiaries) of the said company, the Company has used last audited consolidated assets and liability of the said company i.e. of 31.03.2018 for the purpose of consolidation.

47. Reserves shown in the Consolidated Balance Sheet represent the Group's share in the respective reserves of the Group Companies. Retained earnings comprise general reserve and Profit & Loss Statement.
48. One of the subsidiary companies has a Capital Work-in-Progress consisting of a project under implementation amounting to Rs. 472.32 lakhs and has also granted project advance amounting to Rs. 338.81 lakhs. Further, an associate company also has a Capital Work-in-Progress consisting of a project under implementation amounting to Rs. 331.65 lakhs Due to overall sluggishness in Indian economy and more particularly in real estate sector, these projects have been kept on hold. The aforesaid subsidiary and associate will start developing these projects once the overall scenario improves and accordingly the management of the respective entities are of the opinion that there is no impairment in the said projects and the project advances given are considered good and fully recoverable.
49. One of the wholly owned subsidiary company has incurred net cash losses during the current year and the previous year. Consequently, the Company has not recognised Deferred Tax Assets for the financial year 2020-2021. However, the management is of the opinion that the Company will have sufficient amount of profit in the future years to recover the Deferred Tax Asset amounting to Rs. 1031.10 lakhs which have been recognized up to 31.03.2019.
50. Seven subsidiary companies have incurred regular losses and their net worth have been significantly eroded. The Management is exploring alternative business propositions and opportunities for subsidiaries. In view of this the management has prepared the financial statements on going concern basis.
51. Certain balances under Loans and Advances and Trade Receivables are subject to confirmation.
52. The details pertaining to related parties' transactions are shown in a separate sheet.
53. Additional information as required under schedule III of the Companies Act, 2013 of enterprises consolidated as subsidiaries are shown in a separate sheet.
54. Previous year's figures have been regrouped, rearranged and recasted wherever considered necessary.

RELATED PARTY DISCLOSURES

Related parties are classified as:

Entities Having Common Key Management Personnel:

1 S.U Finance Ltd.
2 Whitfield Infrastructure Development Pvt. Ltd
3 Millennium Plaza Ltd
4 Sarvamangalam Builders & Developers Pvt. Ltd
5 Ngenox Technologies Pvt. Ltd.
6 Aman Resorts Pvt Ltd
7 S.B Developers Ltd
8 Vipul Modern Buildcon Pvt. Ltd.

Key Management Personnel

1 Mr. Punit Beriwala- Managing Director & CEO (CEO w.e.f 13.05.2020)
2 Mrs. Ameeta Verma Duggal-Independent Director
3 Dr. Bidhubhusan Samal- Independent Director (Resigned w.e.f.10.07.2020)
4 Mr. Kapil Dutta-Independent Director
5 Mr. Vikram Kochhar-Independent Director
6 Ms. Vishaka Beriwala- Director
7 Mr. Ajay Arjit Singh- Additional Director (Appointed w.e.f.23.03.2021)
8 Mrs.Guninder Singh- Chief Executive Officer (Resigned w.e.f.11.05.2020)
9 Mr. Anil Kumar Tibrewal Chief Financial Officer
10 Mr. Sunil Kumar Company Secretary

Relatives of Key Management Personnel having transactions

1 Mrs.Bimla Devi Beriwala
2 Mrs.Sunita Beriwala
3 Punit Beriwala (HUF)
4 Ms.Vishaka Beriwala
5 Ms. Manasi Beriwala

Entities in which a Relative of a Key Management Personnel is a Director/Interested

1 GVG Consultants Pvt.Ltd.
2 VG Associates
3 Greenfield Buildwell Private Limited
4 SPB Buildwell Private Limited

Associates

1 Mudra Finance Ltd.
2 Vipul Karamchand SEZ Pvt. Ltd.
3 Choice Real Estate Developers Pvt. Ltd.
4 Maxworth Marketing Pvt. Ltd.
5 Whitfield Infrastructure Development Pvt. Ltd.

Summary of significant related parties transactions carried out in ordinary course of business are as under: (In Rs)

No.Sl.	Description		mon Key ManagementEntities Having ComPersonnel	Key Management Personnel		Relatives of Key Man-agement Personnel		Director/InterestedKey ManagementEntities in whicha Relative of aPersonnel is a		Associates
		2020-2021	2019-2020	2020-2021	2019-2020	2020-2021	2019-2020	2020-2021	2019-2020	2020-2021	2019-2020
1	Loans	-	-	-	-	-	-	-	-	-	-
2	Advances Recoverable	-	-	-	-	-	-	-	-	-	-
3	Project Advances Paid	-	-	-	-	-	-	-	-	96,85,515	30,45,640
4	Project Advances Received	-	13,875	-	-	-	-	-	-	3,67,33,958	6,020
5	Advance Against Flat Received		-	-	-	-	-	-	-	-	-
6	Rent Paid	-	-	-	-	-	-	-	-	-	-
7	Services Received	-	-	-	-	11,00,000	6,00,000	-	-	-	-
8	Services Provided	-	-	-	-	4,05,73,764	5,13,57,389	-	-	6,45,226	9,53,612
9	Sale of land rights	-	-	-	-	-	-	-	-	-	-
10	Interest Paid		-	-	52,97,032	-	-	-	-	-	-
11	Purchase/Maintenance ofFixed Assets	-	-	-	-	-	-	33,178	38,426	-	-
12	Money PaidShare Application	-	-	-	-	-	-	-	-	-	-
13	MoneyShare ApplicationReceived	-	-	-	-	-	-	-	-	-	-
14	Management Consultancy Service Provided	-	-	-	-	-	-	-	-	-	-
15	Security Deposit Paid	-	-	-	-	-	-	-	-	-	-
16	Security Deposit Received	-	-	-	-	-	-	-	-	-	-
17	Maintenance Security DepositReceived	-	-	-	-	-	-	-	-	-	-
18	Land Holding Charges	-	-	-	-	-	-	-	-	-	-
19	Remuneration to Key Management Personnel	-	-	1,49,65,682	3,64,00,320	-	-	-	-	-	-
20	Remuneration to Relative ofKey Management Personnel	-	-	-	-	-	6,00,000	-	-	-	-
21	Sitting Fees to Key Management Personnel	-	-	4,50,000	3,44,250	-	-	-	-	-	-
22	Balance as on 31st March	-	-	-	-	-	-	-	-	-	-
	i) Loans Recoverable	-	-	-	-	-	-	-	-	-	-
	ii) Advances Recoverable	-	-	-	-	-	-	-	-	10,04,071	9,92,671
	iii) Project Advances Paid	1,77,18,000	1,77,10,000	-	-	-	-	-	-	34,17,16,781	36,87,65,224
	iv) Security Deposit Paid	-	-	-	-	-	-	-	-	-	-
	v) Security Deposit Received			-	-	-	-	-	-	-	-
	vi) Maintenance SecurityDeposit Received	9,50,000	9,50,000	-	-	63,20,000	63,20,000	-	-	-	-
	vii) Advances Received	-	(30,344)	-	-	-	-	-	-	1,23,53,350	1,17,74,150
	viii) Creditors/Payables	-	-	-	15,22,404	11,00,000	6,00,000	1,438	1,438	-	-
	ix) Debtors/Receivables	-	-	-	-	3,16,119	3,16,119	-	-	-	-

Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as subsidiary.

S.No	Name of the enterprise	Other comprehensiveincome			Net Assets, i.e., total assetsminus total liabilities		Share in profit or loss
		As % ofconsolidatedincome	Amount	Amount	Amount	As % ofconsolidated(Profit) orLoss	Amount
	1			2	3	4	5
	Parent Company
1	Vipul Limited	89.33	36,72,286	118.89	3,27,36,58,144	88.89	(49,34,86,903)
	Indian Subsidiaries
1	Ritwiz Builders & DevelopersPvt. Ltd.	-	-	(0.11)	(31,23,084)	(0.00)	9,663
2	URR Housing and ConstructionPvt. Ltd.	-	-	0.17	45,92,183	0.09	(4,88,673)
3	United Buildwell Pvt. Ltd.	-	-	0.07	19,46,488	0.00	(25,261)
4	Vipul Southern Infracon Ltd	-	-	(7.42)	(20,42,27,160)	0.00	(9,225)
5	High Class Projects Ltd.	10.67	4,38,491	(1.85)	(5,10,73,430)	11.20	(6,21,99,196)
6	Bhatinda Hotels Ltd.	-	-	(0.00)	(82,217)	0.00	(24,540)
7	Vipul Eastern Infracon Pvt Ltd	-	-	2.85	7,85,88,886	0.00	(25,440)
8	Graphic Research Consultants(India) Pvt. Ltd.	-	-	0.32	87,41,527	0.00	(25,779)
9	Vineeta Trading Pvt. Ltd.	-	-	0.23	64,00,075	0.00	(25,340)
10	Abhipra Trading Pvt. Ltd.	-	-	0.00	15,159	0.00	(19,386)
11	Entrepreneurs (Calcutta)Private limited	-	-	0.62	1,69,49,964	0.35	(19,38,804)
12	Vipul Hospitality Ltd	-	-	(1.13)	(3,10,58,320)	0.00	(24,611)
13	Vipul Lavanya DevelopersLtd.*	-	-	0.45	1,24,03,427	-	-
14	PKB Buildcon Pvt. Ltd.	-	-	0.01	1,56,346	-	-
15	PKBK Buildwell Pvt. Ltd.	-	-	0.01	1,77,529	-	-
16	KST Buildwell Pvt. Ltd.	-	-	0.01	1,79,133	-	-
17	VSD Buildwell Pvt. Ltd.	-	-	0.68	1,86,22,334	-	-
18	Vipul SEZ Developers Pvt. Ltd.	-	-	0.56	18,622,334	0.08	(288,108)
	Minority Interest in Subsidiaries
1	Minority Interest	-	-	1.15	3,15,47,899	0.00	(2,460)

*ceased w.e.f. March 02, 2021

FORM AOC-I

( Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies ( Accounts) Rules, 2014 ) Statement containing salient features of the financial statement of subsidiaries / associate companies

holding ofCompanyHoldingShareof%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	50.04%	50.04%	50.04%	50.04%	50.04%
posedDividendPro	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit/(Loss)After Tax	9,663	(4,88,673)	(19,38,804)	(25,440)	(24,611)	(9,225)	(25,261)	(6,21,99,196)	(24,540)	(19,386)	(25,340)	(25,779)	(28,317)	(9,599)	(8,655)	(8,404)	(2,88,108)
(includingProvisionfor Taxadjustments)	1,800	1,500	(3,83,856)	-	-	1,004	-	-	-	(6,811)	-	-	-	-	-	-	-
Profit/(Loss)Before Tax	11,463	(4,87,173)	(23,22,660)	(25,440)	(24,611)	(8,221)	(25,261)	(6,21,99,196)	(24,540)	(26,197)	(25,340)	(25,779)	(28,317)	(9,599)	(8,655)	(8,404)	(2,88,108)
Turnover	35,000	35,000	8,16,000	-	-	-	-	1,49,59,515	-	-	-	-	-	35,000	35,000	35,000	-
Investments	-	10,22,48,829	77,50,000	17,63,64,143	-	-	-	-	-	-	-	-	-	-	-	-	20,00,000
Total Liabilities	19,30,56,339	15,07,30,066	48,95,86,841	10,31,44,735	11,33,56,657	20,78,80,259	2,50,17,725	69,04,80,713	82,217	3,00,34,050	3,01,20,095	14,56,40,320	41,189	1,79,18,480	33,00,30,364	93,423	3,54,16,14,544
Total Assets	18,99,33,255	15,53,22,249	50,65,36,805	18,17,33,621	8,22,98,337	36,53,099	2,69,64,213	63,94,07,283	-	3,00,49,209	3,65,20,170	15,43,81,847	3,99,168	1,82,73,254	33,03,42,806	2,48,80,448	3,57,88,29,441
Reserves &Surplus	(36,23,084)	40,92,183	(4,76,70,036)	5,23,70,286	(3,15,58,320)	(20,47,27,160)	14,46,488	(17,60,73,430)	(5,82,217)	(4,84,841)	14,23,625	82,41,527	(1,42,021)	(1,45,226)	(1,87,558)	2,42,87,025	3,67,14,897
Share Capital	5,00,000	5,00,000	6,46,20,000	2,62,18,600	5,00,000	5,00,000	5,00,000	12,50,00,000	5,00,000	5,00,000	49,76,450	5,00,000	5,00,000	5,00,000	5,00,000	5,00,000	5,00,000
of relevant FinanExchange rate ason the last datecial year in thecurrency andcase of foreignsubsidiaries.Reporting	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin	Indian Origin
period for thedifferent fromthe holdingconcerned,ifsubsidiarycompany'sreportingReportingperiod	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-21	31-Mar-18	31-Mar-18	31-Mar-18	31-Mar-18	31-Mar-18
Name of the Subsidiary	Ritwiz Builders & DevelopersPvt Ltd	URR Housing & ConstructionPvt. Ltd.	Entrepreneurs (Calcutta)Pvt. Ltd.	Vipul Eastern Infracon Pvt. Ltd.	Vipul Hospitality Ltd.	Vipul Southern Infracon Ltd.	United Buildwell Pvt. Ltd.	High Class Projects Ltd.	Bhatinda Hotels Ltd.	Abhipra Trading Pvt. Ltd.	Vineeta Trading Pvt. Ltd.	Graphic Research Consultants(India) Pvt. Ltd.	VSD Buildwell Pvt. Ltd.*	K S T Buildwell Pvt Ltd *	P K B K Buildwell Pvt Ltd *	P K B Bulidcon Pvt Ltd *	Vipul S E Z Developers PvtLtd *
Sl.No.	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16	17

PART A : Subsidiaries

* Refer Note No. 46.

Statement pursuant in Section 129(3) of the Companies Act , 2013 related to Associates Companies and Joint Ventures

Associatesme ofNa		AuditedBalanceLatestSheetDate		Equity Shares of Associate heldby the Holding company on theyear end		significant influDescription ofhow there isence	consolidatedwhy the AsReasonsociateis not	attributableWorthholding asper latestto ShareNet	Profit/(Loss) for the year
			No.s	InvestmentAmount ofAssociatesin	Extend ofHolding%			BalanceauditedSheet	ConsideredConsolidationin	in ConsolidaConsideredNottion
LimitedMudra	Finance	31-Mar-21	70,000	1,33,00,000	%33.33	Holding Shares%20directlymore than		3,42,30,813	(48,89,258)	Nil
Private Ltd.MarketingMaxworth		31-Mar-21	6,25,000	62,50,000	%50.00	Holding Sharesthrough amore thansubsidiary%20		99,95,284	1,28,297	Nil
KaramchandVipulSEZ	Ltd.Pvt.	31-Mar-21	5,00,000	50,00,000	%50.00	Holding Shares%20directlymore than	ApplicableNot	45,22,052	(6,000)	Nil
DevelopersChoiceLimitedPrivateReal	Estate	31-Mar-21	5,000	50,125	%50.00	Holding Shares%20directlymore than		41,63,189	17,29,834	Nil
WhitfieldPvt.	InfrastructureDevelopmentLtd.	31-Mar-21	15,000	15,00,000	%50.00	Holding Sharesthrough amore thansubsidiary%20		13,13,068	(2,565)	Nil

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

					Rupees in Lakhs
	Particulars		YEAR ENDED31ST MARCH 2021		YEAR ENDED31ST MARCH 2020
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Net Profit before Tax, appropriation, and extra-Ordinary items	(7,424.16)		(3,803.66)
	Depreciation	354.23		422.60
	(Profit)/Loss on sale of Investments	(430.00)		-
	Interest and Finance Charges	2,953.57		3,225.83
	Interest Income	(1,077.48)		(544.19)
	Operating Profit before Working Capital Changes
	Adjusted for :		(5,623.83)		(699.42)
	(Increase)/ Decrease in Trade receivable	4,816.57		(6,940.20)
	(Increase)/ Decrease in Inventory	1,478.44		(5,070.48)
	(Increase)/ Decrease in Loans & Advances	(2,655.24)		9,127.10
	Increase/ (Decrease) in Trade payable	1,795.61		1,116.32
	Increase/ (Decrease) in Other payables	25,977.80		14,369.08
			31,413.17		12,601.82
	Cash generated from operation		25,789.34		11,902.40
	Taxes Paid during the year		57.17		(302.55)
	NET CASH FROM OPERATING ACTIVITIES		25,846.51		11,599.85
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Sale of Fixed Asset	110.25		194.08
	Purchase of Fixed Asset and intnagible assets	(24.32)		(0.74)
	Interest Received	1,077.48		544.19
	Sale of Investments	435.00		10.00
	NET CASH FROM INVESTING ACTIVITIES		1,598.40		747.53
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Interest and Finance Charges	(2,953.57)		(3,225.83)
	Dividend Paid to equity shareholders (including dividend tax)	-		-
	Net proceeds from Long Term Borrowings	(23,293.42)		(8,576.35)
	Net Proceeds from Short Term borrowings
	-Proceeds from Unsecured Loans	(90.46)		181.29
	-Net movement in Cash Credit facilities	(199.32)		130.06
	NET CASH FROM FINANCING ACTIVITIES		(26,536.77)		(11,490.83)
	Total (A+B +C)		908.13		856.56
	NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		908.13		856.56
	CASH AND CASH EQUIVALENTS ( OPENING BALANCE)		1,377.08		520.52
	CASH AND CASH EQUIVALENTS ( CLOSING BALANCE)		2,285.21		1,377.08
	Cash & Cash Equivalents:
	Cash and Bank Balances		5,961.11		1,856.80
	Less: Other Bank Balances		3,675.90		479.72
			2,285.21		1,377.08

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached.

For JSUS & AssociatesChartered AccountantsFRN- 329784E		For & on behalf of the Board of Directors ofVipul Limited
sd/-(Adrish Roy)PartnerMembership No-055826	sd/-Punit BeriwalaManaging Director & CEODIN : 00231682	sd/-Vikram KochharDirectorDIN : 03098195
Place: KolkataDate: August 09, 2021	sd/-Anil Kumar TibrewalChief Financial Officer	sd/-Sunil KumarCompany SecretaryA-38859

Place: Gurugram Date: August 09, 2021

Statement on Impact of Audit Qualifications (For Audit Report with modified opinion) submitted along-with Annual Audited Financial Results In Rupees

		Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2021 (based on Last Audited FinancialStatements of Vipul SEZ Developers Pvt Ltd)
	Particulars		Audit Figures (asreported beforeadjusting forqualifications)	Audit Figures(audited figuresafter adjustingfor qualifications)
I.	1.	Turnover/Total Income	2914309001	2914309001
	2.	Total Expenditure	2947787016	2947787016
	3.	Net Profit/(Loss)	(33478015)	(33478015)
	4.	Earnings Per Share	(0.40)	(0.40)
	5.	Total Assets	17130314625	17130314625
	6.	Total Liabilities	17130314625	17130314625
	7.	Net Worth	3615719175	3615719175
	8.	Any other financial items(s) (as felt appropriate by the management)	Nil	Nil
II.		Audit Qualification (each audit qualification separately) : (As per Annexure I)
	a.	Details of Audit Qualification:		As per Annexure 1
	b.	Type of Audit Qualification: Qualified Opinion / Disclosure of Opinion / Adverse OpinionQualified Opinion
	c.	Frequency of qualification: whether appeared first time / repetitive / since how long continuingRepetitive
	d.	For Audit Qualification(s) where the impact is quantified by the auditor, Management's view:		Not Applicable
	e.	For Audit Qualification(s) where the impact is not quantified by the auditor:
		i. Management's estimation on the impact of audit qualification:		Nil
		ii. If management is unable to estimate the impact, reasons for the same:		As per Annexure 1
		iii. Auditor's Comments on (i) or (ii) above:		As per Annexure 1

sd/- Adrish Roy JSUS & Associates Statutory Auditor

sd/- Mr. Punit Beriwala Managing Director & Chief Executive Officer

sd/- Mr. Vikram Kochhar Chairman Audit Committee

Place: Kolkata Date: August 09, 2021 Place: Gurugram Date: August 09, 2021

Annexure 1 to the Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results – (Consolidated)

Sl	Details of Audit Qualification	If Management is unable toestimate the impact, reasonsfor the same	Auditors' Comments onManagement's reasons
01.	Inabsenceoftheconfirmationoftheadvancesgivenamounting to Rs 33,50,000,We are unable to comment aboutthe realisability of the same	Themanagementisfollowingupforrecoveryandfavorableresponse is expected. Hence, themanagement is of the opinion thatno provision is required.	No specific comments otherthanourobservationinauditor's report.
02.	The licenses for the group housing development have expiredduringJanuary14andJanuary16respectivelyandthecompany has applied for renewal of these licenses under "theEDC Relief policy" announced by govt. Haryana and accordinglythe company has submitted a mortgage deed of certain portionof license land to DTCP. The renewal of these licenses areawaited. In the absence of such renewal licenses we are unableto comment about the future use of such land for which suchlicense has been obtained.	Themanagementisoptimisticabout the renewal of said licenses.	PendingreceiptoftheorderfromtheLicensingauthorities,consequentialeffectsonthefinancialresults are not ascertainable.
03.	TheexternaldevelopmentChargesandinfrastructuraldevelopment charges along with the delayed paymentsurcharge, amounting to Rs.1,34,25,07,153/-(Previous year1,23,92,10,153), have not been deposited and the statutoryauthority has taken step to invoke the Bank Guarantee issuedby Axis Bank Ltd. Pending invocation of Bank guarantee, weare unable to comment about the impact of the same in thefinancial statement of the company	The management is of the opinionthatnofurtherprovisionisrequired as all liabilities includingdelayedpaymentsurchargehas already been provided inthefinancialstatements.AnyfinancialimpactfromBankoninvocation of the Bank Guaranteeis not ascertainable till the timeany such demand is raised by theBank	Pending any demand from theBank, consequential effectson the financial results arenot ascertainable.
04.	Rs.161282741/- shown in the books as Deposit lying withDepartment of Town and Country Planning, Govt. of Haryana issubject to confirmation.	The management is of the opinionthat no provision is required asthese recoveries from Departmentof Town and Country Planning,GovtofHaryanaisbasedonvariouscorrespondenceoftheGovernmentBody.Anaccountconfirmation from Department ofTown and Country Planning, Govtof Haryana is awaited	PendingconfirmationfromtheDepartmentofTownand Country Planning, GovtofHaryana,consequentialeffectsonthefinancialresults are not ascertainable
05	In the absence of the confirmation of fixed deposit, (includingaccrued interest) amounting to Rs. 470,94,933.00, We areunable to comment upon the realisability of the same.	The management is following upforconfirmationandfavorableresponse is expected.	No specific comments otherthanourobservationinauditor's report.

	Vipul Limited

Notes

AI assistant

Vipul Limited — Annual Report 2021

62633_rns_2021-09-04_9d0d197b-349a-4ff0-9788-ffdce07a5e44.pdf

Vipul Limited

BOARD OF DIRECTORS ("BOARD")

CHIEF FINANCIAL OFFICER

REGISTERED OFFICE

CORPORATE OFFICE

AUDITORS

BANKER(S)/INSTITUTION(S)

NOTICE

ORDINARY BUSINESS:

1. To receive, consider and adopt the:

SPECIAL BUSINESS:

3. RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITORS FOR THE FINANCIAL YEAR ENDING MARCH 31, 2022

4. APPOINTMENT OF MR. AJAY ARJIT SINGH (DIN: 03051938) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

Notes:

24. PROCEDURE FOR REMOTE E-VOTING

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERALMEETING ARE ASUNDER:-

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Vipul Limited

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

(7) General Instructions:

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

ADDITIONAL INFORMATION WITH RESPECT TO ITEM NO. 2

ITEM NO. 2

EXPLANATORY STATEMENT

Item No. 3

Item No. 4

PROFILE OF DIRECTOR

BOARD'S REPORT

To the Members,

1. FINANCIAL RESULTS AND OPERATIONAL HIGHLIGHTS

Material Events Occurring after Balance Sheet Date

Impact of Covid-19

2. DIVIDEND

3. RESERVES

4. CASH FLOW STATEMENT

5. FINANCIAL OVERVIEW

STANDALONE

CONSOLIDATED

6. CORPORATE GOVERNANCE

7. Business Responsibility Report

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT

9. CHANGE IN NATURE OF BUSINESS, IF ANY

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY

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

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

13. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.

14. DEPOSITS

15. A. SHARE CAPITAL

B. TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND

C. INVESTOR RELATIONS

16. LISTING

17. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED BY ICSI

18. ANNUAL RETURN

19. AUDITORS AND AUDITORS REPORT

19.1 Statutory Auditors

Independent Auditor's Repot

19.2 Cost Auditors

19.3 Secretarial Auditors

20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

21. FOREIGN EXCHANGE EARNINGS AND OUTGO:

22. Significant and Material Orders Passed by The Regulators or Courts or Tribunals

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

26. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

27. FAMILIARIZATION POLICY

28. BOARD MEETING

29. AUDIT COMMITTEE

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

31. SAFETY

32. NOMINATION, REMUNERATION AND PERFORMANCE EVALUATION POLICY

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Vipul Limited Annual Report 2021