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Annual Report 2 01 2 -1 3

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BOARD OF D I RECTORSShri Punit Beriwala Managing Director

Shri Anil Kumar Agarwal Director

Dr. B. Samal Director

Shri Rajesh Batra Director

Shri Kapil Dutt a Director

Shri Vikram Kochhar Director

COMPANY SECRETARY

Shri Sumit Goel

REGI STERED OFFI CE

Regus Rectangle, Level 4,

Rectangle 1, D-4,

Comm ercial Complex,

Saket,

New Delhi-110 017

CORPORATE OFFI CE

Vipul TechSquare, Golf Course Road,

Sector-43, Gurgaon-122 009

AUDI TORS

M/s. L. B. Jha & Co.

Chartered Accountants

New Delhi

BANKER( S) / I NSTI TUTI ON( S)Indian Overseas Bank

Axis Bank Ltd.

Punjab National Bank

State Bank of India

LIC Housing Finance Ltd.

Kotak Mahindra Bank Ltd.

Kotak Mahindra Prime Ltd.

Conten ts Page No.

Notice 2

Director s Report 4

Report on Corporate Governance 10

Management Discussion & Analysis Report 23

Auditor s Report 26

Balance Sheet 30

Profi t & Loss Stat ement 31

Notes to the Financial Stat ement s 32

Cash Flow Statement 50

Consolidated Balance Sheet

Auditor s Report 51

Balance Sheet 53

Profi t & Loss Stat ement 54

Notes to the Financial Stat ement s 55

Financial Details of Subsidiaries 71

Cash Flow Statement 72

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NOTI CE

NOTICE is hereby given that t he 22nd Annual General Meeting of the m embers of the Company will be held on

Saturday, the 28th day of September, 2013 at 11.00 A.M. at Sri Sathya Sai International Centre, Pragati Vihar,

Lodhi Road, New Delhi-110003 to transact the following business:-

ORDI NARY BUSI NESS:

1. To receive, consider and adopt th e Audited Balance Sheet as at 31st March, 2013 and t he Profi t and Loss

Statement for the year ended on that date and the Reports of the Auditors and Directors thereon.

2. To declare Dividend.

3. To appoint a Director in place of Mr. Kapil Dutt a, who retir es by rotat ion, and being eligible, offers him self

for re-appointment.

4. To appoint a Director in place of Mr. Rajesh Batra, who retires by rotation, and being eligible, offers himself

for re-appointm ent

5. To appoint Stat utor y Auditor s of the Company and to author ise Board of Directors to fi x their remunerat ion.

By order of the Board of Directors

of Vipul Lim ited

Sd/ -

Place: Gurgaon Sumit Goel

Date: August 14 , 20 13 Company Secretary

NOTES:1. A MEMBER ENTI TLED TO ATTEND AND VOTE

AT THE MEETI NG I S ENTI TLED TO APPOI NT

A PROXY, TO ATTEND AN D VOTE I NSTEAD

OF HI MSELF AND THE PROXY NEED N OT

BE A MEMBER OF THE COMPANY. PROX I ES

I N ORD ER TO BE EFFECTI VE MUST BE

RECEI VED AT THE REGI STERED OFFI CE I .E.

REGUS RECTANGLE, LEVEL 4, RECTANGLE

1, D4 , COMMERCI AL COMPLEX SAKET NEW

DELHI -1 10 01 7 OR AT THE CORPORATE OFFI CE

AT VI PUL TECHSQU ARE, GOLF COURSE ROAD,

SECTOR-43, GURGOAN -122009, NOT LESS

THAN 48 HOURS BEFORE THE COMMENCEMENT

OF THE ANN UAL GENERAL MEETI NG. A BLANK

PROXY FORM I S ENCLOSED.

2. Corporate Members intendin g to send their

authorized representative(s) are requested to

send duly cert ifi ed copy o f t he Board Resolution

authorizing their representative(s) to attend andvote at the Annual General Meeting.

3. The Register of Member s and Share Transfer Books

of the Company shall remain closed from Friday,

September 20, 2013 to Saturday, September 28,

2013 (both days inclusive). If the dividend, as

recomm ended by the Board of Directors is approved

at t he Annual General Meeting, t he paym ent of such

dividend will be made to those members whose

nam es would appear in th e Register of Members on

the d ate of Book Closure.

4. For effecting any change in address, members are

requested to not ify the same t o the following:

- If shares are held in physical mode, to the

Company and/or Registrar and Share Transfer

Agent (R & T Agent) of the Company i.e. M/s MAS

Services Limit ed

- I f shares are held in electr onic mode, to their

Depository Participant (DP) only and not to the

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Company and/or Registrars & Share Transfer

Agents of the Company. The said changes will

autom atically be refl ected in the Comp anys

records.

5. Pursuant to SEBI circular no.CI R/ MRD/

DP/ 10 / 2013 da ted March 21 , 2013 regarding

usage of electronic modes for dividend

payments to the investors. I n view of the said

circular Compa nies are required to m andator ily

print the bank account details of the investors

on dividend warrants. Therefore, members

holding shares in physical form ar e requ ested

to notify/ send the follow ing to MAS Services

Limite d ( RTA) to facilitate bett er servicing:

I . Part iculars of the bank in w hich they w ish

their dividend to be credited, in case they

have not been furnished earlier.

I I . Any change in the ir address/ mandate /

bank det ails,

Members please note that respective bank

details and address as furnished by them or

by NSDL/ CDSL to the Company, for shares

held in physical form and in electronic form

respectively, will be printed on their dividend

warrants as a measure of protection against

fraudulent encashment. (Please see circular

behind the proxy form)

6. Members are requested to :

- Bring their copy of annual report and att endance

slip at t he venue of the m eeting.

- Quote their Folio/ DP & Client ID No. and Em ail

address in all correspondence with t he Company /

R&T Agent .

- Note that shareholders present in personor through registered proxy shall only be

entertained.

- Note that the attendance slip/proxy form

should be signed as per the specimen signature

registered w ith the R & T Agent/ DP.

- Note that in case of joint holders attending the

Meeting, only such joint holder who is higher in

the order of names will be entitled to vote.

- Members holding shares in dematerialized

mode are requested to intimate all changes

pertaining to their bank details, ECS mandates,

nominations, power of att orney, change of name

etc. to t heir depository part icipant only and not

to the Company or its Registrar and Transfer

Agent. The said changes will be automatically

refl ected in t he Company s records.

- Members seeking further information about the

accounts or any other matter are requested to

write to the Company atleast one week before

the dat e of Annual General Meeting giving d etails

of the inform ation required.

- All the document s referred to in the Notice

and Explanatory Statement, unless otherwisespecifi cally stat ed will be available for inspection

by t he Member at t he Corporate Offi ce of t he

Company i.e. Vipul Techsquare, Golf Course

Road, Sector-43, Gurgaon-122009 between

11.00 a.m. to 1.00 p.m . on all working days from

the date hereof up to the date of the Annual

General Meeting.

- Under Section 109A of the Companies Act,

1956, m embers are entitled to m ake nomination

in respect of shares held by them in physical

mode. Members desirous of making nominations

are requested to send their request in Form 2B

of Companies (Central Governments) General

Rules & Forms, 1956 in duplicate to the

Companys Registrar & Transfer Agent.

By order of the Board of Directors

of Vipul Limit ed

Sd/ -

Place: Gurgaon Sumit Goel

Date: August 14 , 20 13 Company Secretary

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DI RECTORS REPORT

To the Mem bers,

The Board of Directors of your Company are pleased to p resent the 2 2nd Annual Report t ogether w ith

the Audited Accounts of t he Company for t he year ended March 31, 20 13.

Your Companys performance during the year as compared with that during the previous year is

summarized below:

FI NANCI AL RESULTS

Rupees (I n Lacs)

Particulars Year Ended Year Ended

3 1 . 0 3 . 2 0 1 3 31.03.2012

Income from operations 4 0 4 4 8 . 9 5 42378.62

Other Income 2 3 6 . 0 0 212.77

Total I ncome 406 84.95 42591.39

Total Expenditure 3 8 6 2 6 . 0 0 39867.18

Profit before Tax 205 8.95 2724.21

Less: Tax Expen ses:

(i) Curr ent Year 5 5 0 . 0 0 760.00

(ii) Earlier year adjustm ent ( 1 . 2 8 ) 1.20

(iii) Deferred tax ( 1 6 3 . 5 9 ) (155.79)

Profit for the Year 1 6 7 3 . 8 2 2118.80

DI V I DEND

The Directors of your Company are pleased to recomm end dividend @ 15 % for t he year ended March

31, 2013 to those members whose name appear on the Register of Members of the Company as on

the date of Book Closure in r espect of t he shares held in the ph ysical form and in r espect of shares

held in electronic form , t o t hose benefi cial owners w hose names appear in t he list pr ovided by the

Depository as on the date of Book Closure.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 2500 Lacs to General Reserve out of the amount available

for appropr iations and accum ulated profi t to t he extent of Rs. 6946. 68 Lacs is proposed to be carried

over to subsequent year(s).

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CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, Cash Flow Statem ent f or t he year ended March 31,

2013 is enclosed with th e Balance Sheet and Profi t & Loss Stat emen t of th e Com pany. Consolidated

Cash Flow Stat ement of y our Company and it s subsidiaries is enclosed with t he Consolidated Financial

Statement.

PERFORMANCE AND OPERATI ONS

The total incom e of the Company f or th e year ended 31st March, 2013 , report ed a decrease of 4.48%

falling to Rs. 40 684. 95 lacs from Rs. 42591 .39 lacs in th e previous year.

Profi t before depr eciation and t axat ion was Rs. 2195.4 9 lacs and aft er providing Rs. 136 .54 lacs

towards depreciation/ amort isation expenses and Rs. 385.13 lacs towards tax, t he net pr ofi t am ounts

to Rs. 16 73.82 lacs. The earning per share ( EPS), on an equity share having face value of Rs. 1/ -,

stands at Rs. 1.40/-.

DI RECTORATE

In accordance with the provisions of Companies Act, 1956 Mr. Kapil Dutta and Mr. Rajesh Batra,

Director(s) of the Company are retiring by rotation and being eligible offers themselves for re-

appointment.

A brief resume of Mr. Kapil Dutta and Mr. Rajesh Batra, proposed to be re-appointed, nature of

th eir exper tise in specifi c functional areas and name of Com panies in which they holds Directorship

and Membership/Chairmanship of the Board or Committees, as stipulated under Clause 49 of the

Listing Agreement entered into with the Stock Exchanges are provided in the Report on Corporate

Governance form ing part of t he Annual Report.

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

AUDI TORS

The Stat utor y Auditors of t he Company viz. M/s L.B. Jha & Co., Chart ered Accountants, r etire at the

conclusion of the ensuing Annual General Meeting and are eligible for re-appoint ment . The Com pany

has received a lett er from M/s L.B. Jha & Co., to the effect th at t heir re-appoint m ent, if m ade, would

be with in t he prescribed limits as specifi ed under Section 224( 1B) of the Companies Act, 1956 and

they are not disqualifi ed for such re-appoint m ent w ithin t he m eaning of Section 2 26 of t he said Act.

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

AUDI TORS REPORT

The Notes to th e Accounts, form ing par t of Balance Sheet as at March 31, 201 3 and Profi t & Loss

Statement for the year ended on that date, referred to in Auditors Report are self-explanatory and

therefore do not call for any fu rt her comm ents. There are no adverse remark and / or qualifi cation

made by Statutory Auditor in their Report.

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FI XED DEPOSI T

During t he fi nancial year 2012 -13 , your Company has not invit ed or accepted any deposits from the

public within t he meaning of Section 58 A of the Companies Act, 1956.

SUBSI DI ARY COMPANI ES

The Company has 18 Subsidiaries as on March 31, 2013. List of Subsidiaries which have been

consolidated at the year end is given in the Notes to Accounts. These documents will be made

available upon request by any member of the Company interested in obtaining the same and will

also be kept for inspection at the r egistered offi ce of your Company and t hat of subsidiary Companies

concerned. However, as directed by t he Cent ral Governm ent , t he fi nancial data in respect of each

of the subsidiaries i.e. inform ation about capital, reserves, tot al assets, tot al liabilities, details of

investment , t urnover, profi t before t axation, pr ovision for t axation, pr ofi t aft er tax ation and proposed

dividend, has been furnished in one sheet which is forming part of this Annual Report. Further,

pursuant t o Accounting Standard ( AS) - 21 issued by th e Instit ute of Chartered Accountants of I ndia,

your Com pany has pr esented t he consolidated fi nancial stat ements which include t he fi nancialinform ation relating t o its subsidiaries and form s part of t he Annual Report.

PARTI CULARS OF EMPLOYEES

As required under the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956

read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the

employees are set in t he Annexure t o the Directors Report.

CORPORATE GOVERNAN CE AND M ANAGEMENT DI SCUSSI ON & AN ALYSI S REPORT

The Company has been proactive in following the principles and practices of a good corporate

governance. The Company has ensured that the requirement of the Corporate Governance, as

stipulated under Clause 49 of the Listing Agreement are duly complied with. Report on Corporate

Governance along wit h a certifi cate from the Statut ory Auditors of t he Company confi rm ing suchcompliance and Management Discussion & Analysis Report forms part of this Annual Report.

CORPORATE SOCI AL RESPONSI BI LI TY

Vipul remain committed towards its corporate social responsibility being a socially conscious business

enterprise. The Company conducts its business in a way that creates social, environmental and

economic benefi ts t o t he comm unities in w hich it operates and t he Company h as always been

earnest for contributing towards the betterment of the society through various welfare initiative viz.

providing education, safety and welfare measures at the construction sites and healthcare for the

under privileged section of t he society.

The Company provides education facilities with books and study material to the children of laborer

and intr oduced t he system of personal hygiene and mid day m eals at all sites. The Company ensuresstringent safety regulations, conductive work environm ent, clean drinking wat er, crche facilities for

the children of it s workers at t he various construction sites and the Company has also set up health

care centr e at the constr uction sites. Free m edical campaigns were also carried out along with basic

information on health for the laborer & their families.

Social events were also organized th roug h Vipuls Employees like Joy of Giving Week and contr ibut ion

were m ade through gunny bags Compr ising old/ new clothes, footwear, woolens, blankets, bed sheets,

foot items, umbrellas, school materials, books, toys, games or monetary help, daily necessities &

utensils. The sam e were distribut ed to t he under pr ivileged.

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DI RECTORS RESPONSI BI LI TY STATEMENT

Pursuant t o the r equirement s of Section 21 7( 2AA) of t he Companies Act, 195 6, t he Director s hereby

confi rm that:

1. I n the preparation of annual accounts for the fi nancial year ended March 31, 2013, th e applicable

accounting standards had been followed along with proper explanation relating to material

departures.

2. The Directors had selected such accounting policies and applied them consistent ly and m ade

judg ments and est im at es that ar e reason able and prudent so as to give a t rue and fa ir view

of t he state of affairs of the Company at t he end of the fi nancial year and of t he profi t of t he

Company for the year under review.

3. The Directors had taken proper and suffi cient care for the maintenance of adequate accounting

records in accordance with the provisions of Companies Act, 1956 for safeguarding t he assets

of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts for the fi nancial year ended March 31, 2013 on

a going concern basis.

CONSERVATI ON OF ENERGY AND TECHNOLOGY ABSORPTI ON

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

disclosed under Section 217(e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to theCompany.

FOREI GN EXCHANGE EARNI NGS AND OUTGO

The particulars regarding foreign exchange earnings and out go are as under :

(Rupees in Lacs)

Part iculars 31.03.2013 31.03.2012

Foreign Exchange Earnings 11 .34 230.36

Foreign Exchange Outgo 4.7 7 6.40

Activities Relating to Exports; Initiatives taken to Increase Exports; Development of New Export

Market for Products & Services and Export Plans are not applicable to the Company.

LI STI NG I NFORMATI ON

The equity shares of the Com pany are listed on Bom bay Stock Exchange and Madras Stock Exchange.

The Shares of the Company are also perm itt ed to be t raded on th e National Stock Exchange.

The Annual listing fees for t he fi nancial year 2 013- 14 h as been paid by the Company to t he Stock

Exchange(s)

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ACKNOWLEDGEMENT

The Board acknowledge with grat itude t he co-operation and assistance provided to y our company by

its bankers, fi nancial institu tions, govern ment as well as non-governm ent agencies. The Board w ishes

to place on record its appreciation to the contribution made by employees of the Company and its

subsidiaries during t he year under review. Your Directors th ank t he customers, clients, vendors and

other business associates for t he continued support . Your Directors are t hankful t o shareholders and

deposit holders for t heir continued patr onage.

For & on behalf of Board

of Vipul Lim ited

Sd/ - Sd/ -

Place: Gurgaon Punit Beriw ala Rajesh Batra

Date: August 14 , 20 13 Managing Director Director

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ANNEXURE-II nform ation as per Section 217( 2A) of t he Companies Act, 195 6 read wit h t he Companies (Particulars

of Employees) Rules, 1975 as amended and forming part of the Directors Report for the periodended 31st March, 2013.

( i) EMPLOYED FOR THE WH OLE YEAR AND I N RECEI PT OF REMUNERATI ON AGGREGATI NG

Rs. 60 ,00 ,00 0/ - PER ANNUM

Nam e of

EmployeeDesignation

Gross

Remun

eration ( Rs.)

Ag e

(Year )

Qualifi

cation

Experi

ence

Date of

commen

cement of

employment

Previous

employment

& position

held

Mr. Punit

Beriwala

Managing

Director1,51,53,636 49 B. Com 25 12.01.2002

Self

Employment

Ms.

Guninder

Singh

Chief

Executive

Offi cer

1,50,95,340 52 B. Arch 30 07.01.2002Unitech Ltd(Architect)

Mr. Rakesh

Sharma

Sr. Vice

President

(BD & C)

75,77,280 53 FCA 30 31.07.2006

Tapasya

Proj ect Ltd.

(VP)

Mr. Pankaj

Agrawal

Sr. Vice

President

(Construction)

69,25,428 46B.E.

(Civil)24 06.04.2007

Shapoorji

Pallonji & Co.

Ltd.

(DGM)

( ii) EMPLOYED FOR THE PART YEAR AND I N RECEI PT OF REMUN ERATI ON AGGREGATI NG

Rs. 5,00,00 0/ - PER MONTH

Name

of Emp

loyee

Design

ation

Gross

Remun

eration

Age

(Year )

Qualifi

cation

Experi

ence

Date of

commen

cement of

employment

Previous

employ

ment &

position held

Period

during

w hich post

held in last

employment

NI L

1) Gross remuneration includes Basic Salary, HRA, Employers contribution to Provident,

Superannuation fund or Annuity fund, Gratuity, Encashment of Leave, medical reimbursement

and ot her allowable allowances as per I ncome Tax Act and Rules made t here under (Whenever

applicable) etc.

2) Nature of employm ent is contractual in case of Mr. Punit Beriwala. All others are in full tim e

employm ent of t he Company. Term s & Conditions of their appointm ent are governed by Company s

rules & policies. None of the em ployees ment ioned above is relative of Director( s).

3) There is no other employee who is in receipt of remunerat ion in term s of the provisions of Section

217 ( 2A)( a)( iii) of t he Companies (Particular of Emp loyees) Rules, 197 5.

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REPORT ON CORPORATE GOVERNANCE

1 . COMPANYS PHI LOSOPHY ON CORPORATE GOVERNANCE

The Com pany fi rm ly believes in good Corpor ate Governan ce and has made Corporate Governance

a practice and continuous process of development right across the Company. The Companys

philosophy on corporate governance envisages the attainment of the highest levels of transparency

and accountability in th e functioning of t he Company and conduct of business.

The Companys corporate philosophy is focussed on its people who are the most important assets.

The Company values its employees integrity, creativity and ability who in turn demonstrate the

highest ethical standard and responsibility t owards the shareholders. The Company believes that over

a period of time all its operations and actions must serve the underlying goal of enhancing overall

shareholder value. Our Company is in compliance with the guidelines on Corporate Governancestipulated under various clauses of Listing Agreement entered int o wit h t he Stock Exchanges and in

this regards, we submit a report on t he mat ters m entioned in the said clauses and practices followed

by t he Company.

2 . BOARD OF DI RECTORS

( i) Composition and Cate gory of Directors

The Board has an optim um combination of Executive and Non-Executive Directors and is in conform ity

with the Clause 49 of t he Listing Agreem ent ent ered into w ith t he stock exchanges. The Composition

of th e Board as on March 31, 20 13 is as under:

Category of Directors Num ber of Directors Percentage to the Board

Prom oter Executive Director v iz.

Mr. Punit Beriwala1 17%

Independent & Non-Executive Director

viz. Mr Anil Kumar Agarwal, Dr. B Samal,

Mr. Rajesh Batra, Mr. Kapil Dutta and

Mr. Vikram Kochhar

5 83%

The Board of Directors appoints a Non-Executive I ndependent Chairman for every m eeting.

None of the Directors on the Board is a Member in more than 10 Committees and Chairman of

m ore than 5 Comm itt ees { as prescribed under Clause 49(I ) ( C) ( ii)) } across all the Companies in

which he is a Director. All the Directors have made the requisite disclosures regarding Committee

positions held by them in other companies. The Board members posses requisite skills, experience

and expert ise required to t ake decisions, which are in t he best inter est of th e Company.

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Board Meetings held during the financial year 201 2- 20 13

The Board of Directors m et 4 (Four) tim es on the f ollowing dates during the fi nancial year un der

review: i.e. on May 15, 2012, August 14, 2012 , November 9 , 2012 and February 12, 2013.

Category and Attendance of Directors

The name and categories of the Directors on the Board, their attendance at Board Meeting held

during the fi nancial year 2 012- 2013 and at the last Annual General Meeting(AGM), as also num ber

of Directorship and committee membership/ chairmanship(Including Vipul Limited) position held by

them in other Companies as on March 31 , 2013 are as under:

Name of the

Director

Category Board

Meetings

attended

During

the year

Attendance

at the

Last AGM

(Held on

December

13 , 2012 )

Number of

Directorship

( As on March

31 , 2013)

Number of Comm ittee

( as on March 31, 2013 )

Public Private Mem bership( s) Chairm anship( s)

Mr. Punit

BeriwalaPED 4 YES 12 9 0 0

Mr. Anil Kum ar

AgarwalINED 2 NO 2 11 2 0

Dr. B. Samal I NED 3 YES 11 3 4 5

Mr. Rajesh Bat ra I NED 3 YES 1 0 1 0

Mr. Kapil Dutta INED 2 NO 2 2 2 0

Mr. Vikram

KochharINED 4 YES 1 0 2 0

Note: ( i ) PED-Promoter Executive Director ( i i ) I NED: I ndependent Non Executive Director

Details of Director seeking appointment/ re-appointment :

Nam e of Director Mr. Rajesh Batra Mr. Kapil Dutta

Date of Birth 25.12.1947 25.07.1956

Date ofAppointment

01.10.2006 01.10.2006

Nature ofExpertise

Has exper ience in Management Exper t in St rateg ic Alliances,Marketing and Trade Projects.

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Qualification B.E. B.A (Hons.)

Directorship in

other Companies

Vipul Lim ted Vipul Lim ited

United Leasing and I ndustries LimtedGanga Glass Works private limitedAtha Wellness Private Limited

Membership /Chairmanship

1/ 0 2/ 0

None of the pr oposed appointee Non Executive Director hold any shares in the Company as on t he

adoption of this report.

3. AUDI T COMMI TTEE:The Audit Comm itt ee of the Com pany is constit uted in line with th e requirement s of clause 49 of theListing Agreement read with Section 292 A of t he Companies Act, 19 56 t he strengt h of t he Board asalso of th e Audit Comm itt ee is adequate.

As on March 31, 2013 the entire Audit Committee of the Company comprises of Independent Non-Executive Directors.

The Composition of t he Audit Comm itt ee is as under:

S. NO Nam e of Mem ber Designat ion Held

1 Dr. B. Sam al Chairman

2 Mr. Vikram Kochhar Mem ber

3 Mr. Anil Kum ar Agarwal Mem ber

Dr. B. Samal was elected as Chairm an of t he Audit Comm itt ee for a period of one year w. e.f November9, 2012, but if appointed chairman is not present, then any member present in the meeting shall actas Chairm an of the m eeting. All mem bers of the Comm itt ee have requisite fi nancial and m anagementexpertise/knowledge and have rich experience of the industry. The Company Secretary acts assecretary to the Committee. The Internal Auditors have been engaged by the Company for reviewand assessm ent of the internal policies of the Company. I ntern al Auditors and Stat utor y Auditorsare also invited to the meeting of the Audit Committee as and when required by the Committee.Besides them Chief Executive Offi cer and Head of fi nance/ account s are permanent invit ees to t heAudit Committee.

Role and Term s of Reference

The main function of t he Audit Comm itt ee is to assess and ensure that the fi nancial stat ement s of theCompany are correct. I t also interacts wit h t he Statut ory Auditor s before fi nalistion of Annual FinancialAccounts and Reports focusing primarily on Accounting Policies, Compliance of Accounting Standardsetc. It also Reviews the adequacy of the internal control system on any matter in connection withreview of fi nancial report ing system s and cont rol procedur es.

During the year, four Committee Meetings were held on May 15, 2012, August 14, 2012, November9, 2012 and February 12, 2013.

The composition of the Audit committee and details of the meeting attended by its member for thefi nancial year 2012- 2013 are given below:

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Nam e of the Mem ber Category No. of Meet ings Held No. of Meetings

Attended

1. Dr. B. SamalNon Executive &

Independent Director4 3

2. Mr. Vikram KochharNon Executive &

Independent Director4 4

3. Mr. Anil Kumar AgarwalNon Executive &

Independent Director4 2

Dr. B. Samal was present at the Annual General Meeting held on December 13, 2012.

4. DETAI LS OF REMUN ERATI ON OF DI RECTORSThe details of remunerat ion of directors during t he year ended March 31, 2 013 are as follows:

Nam e of the Director Posit ion Rem uneration I ncluding PerquisitesAllowa nces ( in Rs.)

Mr. Punit Ber iwala Managing Director 1,51,53,636

Non-Executive Directors are being paid sitting fees for attending the meetings of the Board ofDirectors and the Committee(s) thereof. No remuneration was paid to the Non Executive Directorsduring the year under review.

Nam e of the DirectorSitting Fees Paid for Board Meetings and Sub-

Committees ( I n Rs.)

Mr. Anil Kum ar Agarwal 60,000/ -

Dr. B. Sam al 67,500/ -

Mr. Rajesh Bat ra 60,000/ -

Mr. Kapil Dut ta 30,000/ -

Mr. Vikram Kochhar 90,000/ -

5 . SHARE TRANSFER COMM I TTEE

The composition of the share transfer committee and the details of the meetings attended by the

m embers for the fi nancial year 201 2-1 3 are given below:Name of the

MemberCategory No. of

MeetingsHeld

No. ofMeetingsAttended

Mr. Anil Kum ar Agarwal Non Execut ive & I ndependent Director 2 2

Mr. Rajesh Bat ra Non Execut ive & I ndependent Director 2 2

Mr. Kapil Dut ta Non Execut ive & I ndependent Director 2 NI L

During t he fi nancial year 2012- 2013, The Comm itt ee met 2 t imes. The Comm itt ee Meetings were

held on the following dates June 20, 2 012 and October 3, 20 12.

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Term s of Reference

To look int o requests such as transfer of shares/ debent ures, issue of duplicate share certifi cate, non -

receipt of div idend and annual report, etc.

6. OTHER COMMI TTEE

Remuneration Committee

The Remuneration Committee of the Company comprises of three Independent Non-Executive

directors. The Remun eration Comm itt ee of the Company is empow ered to fi x t he rem uneration of

the Managing Director and the Executive Directors.

During the year 2012-13, no meeting of Remuneration Committee of the Company was held. The

Composition and ot her details of Remunerat ion Comm itt ee of Directors of t he Company are as follows:

S. No Nam e of the Mem ber Category Designat ion

1 Dr. B. Sam al Non Execut ive & I ndependent Director Chairman

2 Mr. Vikram Kochhar Non Execut ive & I ndependent Director Mem ber

3 Mr. Kapil Dut ta Non Execut ive & Independent Director Mem ber

Sub Comm ittee/ Executive Comm ittee of Board of Directors.

The committee comprises of three members viz Mr.Punit Beriwala, Mr. Rajesh Batra & Mr. Vikram

Kochhar. Members elects chairm an am ongst t hemselves for every m eeting. The Com pany Secretaryacts as secretary of the committee. The committee meets as and when required.

Term s of Reference

The sub- comm itt ee looks into the m att ers which are specifi cally designated to it at it s form ation

and as may be assigned by the Board of Directors from time to time. The committee acts under the

overall contr ol and superintendence of the Board.

Shareholders Grievance Committee

The Board has constituted a committee to specially look into the matters related to investors

grievances. The committee comprises of Mr. Anil Kumar Agarwal, Mr. Rajesh Batra and Mr. Kapil

Dutta as its members.

Based on the report received from the Companys Registrars, the number of complaints received

from shareholders compr ises of correspondence identifi ed as complaints i.e. letter received t hrough

statutory/ regulatory bodies and letter pertaining to wrong encashment of dividend warrants etc.

Status of Investor Complaints as on March 31, 2013 and reported under Clause 41 of the Listing

Agreement are as under:

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Part iculars Status

Complaints as on April 1, 2012 NIL

Received during the year 15

Resolved during the year 15

Pending as on March 31, 201 3 0

As on March 31, 2013, there are no shares pending for transfer received during the year under

review.

Besides the above, t he Company has designated an e- m ail id (secretarial@vipulgroup.in) to f acilitate

investors to register th eir complaints & queries.

Nam e, Designation an d Address of Complian ce Officer:

Mr. Sum it Goel

Company Secret ary & Compliance Offi cer

Vipul Ltd.

Add: Vipul Tech Square,

Golf Course Road

Sector-43

Gurgaon-122009

7 . GENERAL BODY MEETI NGS

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

Year Locat ion Date Day Tim e

2011-12Sri Sathya Sai In ternat ional Center,Pragati Vihar, Lodhi Road, New Delhi-110003

13.1 2.2 012 Thur sday 11. 00 A. M.

2010-11Sri Sathya Sai In ternat ional Center,Pragati Vihar, Lodhi Road, New Delhi-110003

27.09.2011 Tuesday 11.00 A.M.

2009-10Sri Sathya Sai In ternat ional Center,Pragati Vihar, Lodhi Road, New Delhi-110003 30.0 9.2 010 Thur sday 11. 00 A. M.

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( b) Det ails of Special Resolution

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

S. N o Meet ing Date Type Sect ion Reference Regarding

1 13.12.2012 AGM - No Special Resolut ion was passed.

2 27.09.2011 AGM198,269,309,310

and Schedule XI I I

Re-Appointment of Managing Director of

the Company.

3 30.09.2010 AGM - No Special Resolut ion was passed.

8 . DI SCLOSURES:

There were no transactions of m aterial natur e with Prom oters, Directors, Managem ent, Subsidiariesor Relatives etc., th at m ay have potent ial confl ict wit h t he interests of t he Company at large. The

relevant disclosures have been given in schedules to the Accounts. The Company has complied with

the requirements of the Stock Exchanges/SEBI and Statutory Authority on all matters related to

capital m arkets during t he last t hree years. No penalties have been imposed on th e Company by t he

Stock Exchange or SEBI or any statut ory aut hority on any mat ter r elated to capital mar kets for non-

compalinaces by the Company.

The Company has duly complied with the mandatory requirement of Clause 49 of the Listing

Agreement.

9. MEANS OF COMMUNI CATI ON:

The Company publishes quarterly, half-yearly and annual results as required under the Listing

Agreement in t he prescribed form at. The results are norm ally published in th e Business Standard and

Economics Times in English and Jansatta in Hindi. The results are also sent to the Stock Exchanges

for general information and for putting on their web site. The notice of the AGM is sent to the

shareholders well in advance of the AGM. The gist of the notice is also published in newspapers.

The Company regularly puts latest inform ation and fi nancial data on Companys website also- w ww.

vipulgroup.in

10 . GENERAL I NFORMATI ON TO SHAREHOLDERS:

(i) 22nd Annual General Meeting:

Date & Day Septem ber 28t h, 2013, Saturday.

Time 11.00 a.m.

Venue Sri Sathya Sai I nt ernat ional Center, Pragat i Vihar

Lodhi Road, New Delhi-110003

( ii) Financial Calendar

The Financial year covers the period fr om April 1, 2012 to March 31, 20 13 ( both days inclusive).

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( ii i) Date of Book Closure

Friday, September 2 0, 20 13 t o Satur day, September 2 8, 20 13 ( Both days inclusive)

( iv) Dividend Payment Date

The Board of Director s of your Company has recomm ended Dividend @15% i.e. Rs. 0.15 per

share for the year ended March 31, 2013.

Dividend, as recomm ended by th e Board, if declared, will be paid between September 29,

2013 t o October 28, 20 13.

( v) Listing on Stock Exchanges

S.No Stock Exchange Security Code

1. Bom bay Stock Exchange Ltd. 511726

2. Madras Stock Exchange Ltd. Vipul

The Stock of the Company is also perm itt ed to trade at National Stock Exchange. The Security Code

of the Companys Stock at NSE is VIPUL.

( v i) Stock Market Price Data (April 1 , 2012 to March 31, 20 13 )

The high and low of t he share price of the Company dur ing each mont h in t he last fi nancial year at

BSE were as under :

Month/ Year Open Price High Price Low Price Close Price

Apr-12 12.65 13.00 9.00 9.24

May-12 9.70 10.45 7.71 8.76

Jun-12 10.50 10.50 8.05 8.50

Jul-12 9.10 9.37 7.30 7.95

Aug-12 8.01 10.90 7.90 8.19

Sep-12 8.21 9.83 8.00 8.91

Oct-12 9.00 11.95 9.00 10.93

Nov-12 11.00 11.39 9.60 9.80

Dec-12 9.60 11.25 9.40 10.10

Jan-13 10.40 10.55 9.05 9.45

Feb-13 9.25 9.63 7.50 7.97

Mar-13 7.99 8.35 6.20 7.65

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( xi) Dem aterialization of equity shares and liquidity

The trading in Equity Shares of the Company is perm itt ed in demat erialized form . The Company has

joined Nat ional Securit ies Deposit or y Lim it ed (NSDL) and Cent ral Deposi tor y Ser vices ( India) Lim it ed

(CDSL) to facilitate the trading. Accordingly, it may kindly be requested to all the shareholders who

are holding the shares in physical form to get their shares converted into demat form and thereby

avail the option of scripless trading. For t his purpose, Shareholders can open a de- mat account with

any depository participant (DP) to avail the facility of dematerialization of shares or shareholdershaving de- m at account can surrender their share cert ifi cate to t heir respective DPs. As on 31 st March

2013, 98.99% of the Companys total listed capital representing 118762722 shares were held in

demat erialized form and t he balance 1.01% comprising 1221758 shares were held in physical form.

Under the depositor y system, the I nter national Securities Identifi cation Number ( I SIN) allotted t o

the Company is I NE946H01037 .

( xii) Address for correspondence

(a) All work related to Shares Registr y, both in physical and electr onic from , is handled by the

Companys Registrar & Transfer Agent at the following address:

M/s MAS Services Limit ed

(Unit: Vipul Lim ited)

T-34 , I I nd Floor, Phase-I I , Okhla I ndustrial Area

New Delhi-110020. Phone: 01-26387281- 83

Fax: 011- 26387 384 Em ail:info@masserv.com

(b ) Mr. Sumit Goel, Company Secretar y is th e Compliance Offi cer of the Com pany and I nvestor s

complaint m ay also be addressed to him at t he following address:

( X) SHAREHOLDI NG PATTERN AS ON MARCH 3 1, 2 01 3

Sl. N o. Ca t eg or y of sh ar eh ol de r% of

Shareholding

Total No.

of Shares

A PROMOTER AND PROMOTER GROUP 59.12 70929000

Sub Total ( A) 7 0 9 2 9 0 0 0

B PUBLI C SHAREHOLDI NG

I I NSTI TUTI ONS

a FDI 14.95 17937680

I I NON I NST ITUTI ONS

a Bodies Corporate 13.83 16594749

B I ndividuals 11.52 13825086

C NRI / OCB 0.07 81131

D Clearing Member/ Any Other 0.51 616834Su b- To ta l [ B = ( BI + BI I ) 40.88 4 9 0 5 5 4 8 0

TOTAL ( A) + ( B) 1 0 0 .0 0 1 1 9 9 8 4 4 8 0

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Company Secretary

Vipul Limit ed

Corporate Office

Vipul Techsqaure, Golf Course Road, Sector -4 3, Gurgaon- 122 009 Telephone: 0124-4065500, Fax: 0124-4061000

Email: secretarial@vipulgroup.in

( xiii) Outstanding GDRs/ ADRs/ W arrants or any Convertible I nstruments, Conversion

date and likely impact on equity

The Company has not issued any ADRs, GDRs or any other Convertible I nstrum ents.

( xiv) Plant Locations

As the Company is in real estate business hence, does not have any manufacturing or processing

plant s. The Registered Offi ce of th e Com pany is located at Regus Rectangle, Level 4, Rectan gle 1, D4,

Comm ercial Complex, Saket, New Delhi-110 017.Corporate Offi ce of t he Company is sit uated at Vipul Techsquare, Golf Course Road, Sector -43,

Gurgaon -12200 9.

11 . CEO/ CFO CERTI FI CATI ON

As required by Clause 49 of t he Listing Agreement, th e Cert ifi cate duly signed by Mr. Punit

Beriwala, Managing Director and Mr. Ajay Agrawal, General Manager (Accounts & Commercial)

of the Company was placed before the Board of Directors at its meeting held on May 28, 2013.

12 . MANAGEMENT DI SCUSSI ON & ANALYSI S REPORT

The Management Discussion & Analysis Report is enclosed to the Directors Report & forms part of

this Report.

13 . UNCLAI MED SHARES

In terms of Clause 5A of the listing agreement, the Company had transferred the unclaimed shares

lying wit h it t o a specifi c demat account opened for t he purpose. The details of the same are as under :

Sr.No.

ParticularsNo. ofshare

holders

No. ofshares

( i)Aggregate num ber of shareholders and t he outstanding shareslying in the u nclaim ed suspense account at beginning of t he year.

259 2532548

(ii)Number of shareholders who approached issuer for transfer ofshares from suspense account du ring the year.

7 89000

(iii) Number of shareholders to whom shares were transferred fromsuspense account du ring the year

7 89000

(iv)Aggregate num ber of shareholders and t he outstanding shares inthe suspense account lying at the end of t he year

252 2443548

1 3 . CODE OF COND UCT

The Com pany had adopted the Code of Conduct for all em ployees and Non Executiv e Directors. The Code

of Conduct for th e Employees as well as Non Executiv e Director s is posted on t he Company s Website.

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Further, all the Board Members and Senior Management personnel (as per Clause 49 of the Listing

Agreement) have affi rm ed th e compliance with t he respective Code of Conduct. A declaration to this

effect signed by the Managing Director forms part of this report.

Declaration

I, Punit Beriwala, Managing Director of Vipul Limited, hereby declare that all the members of the

Board of Directors and the Senior Managem ent per sonnel have affi rm ed compliance with th e Code

of Conduct, applicable to them as laid down by the Board of Directors in t erm s of Clause 49 of the

Listing Agreement entered into with the Stock Exchanges, for the year ended March 31, 2013.

Place: Gurgaon Sd/ -

Date: May 28 , 20 13 Punit Beriwala

Mana ging Director

AUDI TORS REPORT ON CORPORATE GOVERNANCETo

The Mem bers of Vipul Ltd.

We have exam ined the compliance of conditions of Corporate Governance and procedure im plement ed

by Vipul Ltd, for the Year ended March 31, 2013 as stipulated in Clause 49 of the Listing Agreement

of th e said Company with Stock Exchange(s).

The compliance of th e conditions of th e Corporate Governance is the responsibility of the Management .

Our exam ination was limited to review the procedures and implement ation thereof adopted by the

Company for ensuring compliance of the condition of t he Corporate Governance. I t is neither an audit

nor an expression of opinion on t he fi nancial statem ents of the Company.

We have conducted our review on basis of the relevant records and documents maintained by the

Company and furnished to us for review and the information and explanations given to us by the

Management. Based on such review, in our opinion, the Company has complied with the conditions

of Clause 49 of the above m entioned Listing Agreem ent.

We state t hat in r espect of investors grievance received during t he year ended 31st March, 201 3, no

investor grievance is pending against the Company for a period exceeding one mont h, as per records

placed before the Shareholders/I nvestors Grievance Comm itt ee.

We further state that such compliance is neither an assurance as to the future viability of the

Company, nor the effi ciency or effectiveness with which th e m anagement has conducted t he affairs

of t he Company.

For L.B.Jha & Co,

Chart ered Accountan ts

Firms Regn. No. 301088E

Sd/ -

( Bhaskar Auddy)

Place: New Delhi Partner

Date: August 14, 201 3 Membership No: 53 77 0

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OTHER REQUI REMENT UN DER CLAUSE 49 OF THE LI STI NG AGREEMENT

The Company h as complied with all the mandat ory r equirement of Clause 49 of t he Listing Agreement

entered wit h t he Stock Exchange(s). Furth er, compliance of other r equirement of th e said clause are

provided below:

I . Non-Executive Chairmans Office & Tenure of I ndependent Directors.

The Chairman of the Board and all Independent Directors are appointed /re-appointed in

accordance with guidelines determined by the Board and Remuneration Committee from time

to time. No maximum tenure has been specially determined for the Independent Directors.

The Board of Directors elects Non Executive Chairman among themself for every meeting.

Hence the prov ision of Non Executiv e Directors offi ce is not applicable to t he Company.

I I . Remuneration Committee

The Company has form ed Remunerat ion Comm itt ee, the details whereof are already provided

in the foregoing paragraphs of this report.

I I I . Shareholders Rights:

The Quarterly, Half-Yearly and Annual Financial Results of th e Company are published in

English language in newspaper having nation-wide circulation and also in regional language

newspaper of t he region wh ere register ed offi ce of th e Company is situated i.e. Delhi. Furt her,

these results are also posted on the web-site of the Company www.vipulgroup.in. Annual

Report contain ing t he detailed Balance Sheet and Profi t & Loss Statem ent is also being sent to

individual shareholders of t he Company.

I V. Audit Qua lifications:

As m entioned in Director s Report.

V. Training of Board Mem bers:The Board of Directors of the Company is continuously briefed with the developments and

performance of the Company so as to enable them to monitor the same at regular intervals.

Reports on risk assessment and minimization process and new initiatives proposed by the

Company are also presented to t hem f or suggestions and up gradation.

VI . Mechanism of evaluat ion of Non-Executive Directors :

The Board of Directors including Non-Executive Directors are shouldered with the responsibility

of strategic supervision of the Company. In view of the same, the Board evaluates its Non-

Executiv e Directors on the basis of individual cont ribu tion t owards fulfi llment of th is responsibilit y.

VI I . Whist le-Blower Policy

The Company intends to prom ote a policy for employees to have an open access to therespective Functional Heads, Chief Execut ive offi cer and / or Managing Dir ector so as to ensur e

ethical and fair conduct of the business of th e Company.

For & on behalf of Board

of Vipul Lim ited

Sd/ - Sd/ -

Place: Gurgaon Punit Beriw ala Rajesh Batra

Date: August 14 , 20 13 Managing Director Director

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MANAGEMENT DI SCUSSI ON & ANALYSI S REPORT

Vipul Limited has established itself as a meticulously planning oriented developer in BUILDING

HAPPI NESS, it is constant ly spreading happ iness by pr oviding hom es to it s esteem ed valued custom ers

at various locations in I ndia.

With its com m itm ent t owards utm ost custom er satisfaction, Vipul has been able to deliver the proj ects

within the targeted timeline and shall put in all efforts to maintain the same in future as well.

I ND USTRY STRUCTURE AND DEVELOPMENTS

The real estat e sector in I ndia is accepted as an infrastr ucture activit y t hat is contr ibuting signifi cantly

in the economic growth engine of the Countr y. I t is the second largest em ployer next only t o agricultur e

real estate sector covers residential housing, com m ercial offi ces, ret ail outlet s, trad ing spaces such

as theatres, hotels and restaurant s, industrial buildings such as factories and governm ent bu ildings.

It involves the purchase, sale, construction and development of land which include residential andnon-r esidential including com mer cial.

Global economic uncertainities have affected Indian economy, including the r eal estat e mar ket. I ndian

real estat e sectors outlook in 201 3- 2014 is expected t o be not very r obust due to lower dem and and

higher construction costs. High prices and interest rates have been dampeners. Demand has been

stagnating in a few cities even as supply r emains high. I nvestors as well as the end users have been

showing signs of staying out of market for sometime, atleast in the short term. Repeated increases

in interest rates had led to some lowering in sale of residential properties and also put pressure on

the affordability for properties.

On the other hand, on the positive side, improved macro-economic conditions leading to improveddemand w ould have th e potent ial to im prove cash fl ows to r eal estat e Companies and see the outlook

revised to stable. Also, the ability to judiciously use cash from liquidating existing inventories, may

result in t he upgrades of Companies in the r eal estat e sector

OPPORTUNI TI ES AND THREATS

Opportunities

Liberal Policies of governm ent for deveopment of real estat e sector and em phasis on

infrastructure projects

Huge difference in dem and and supply in Tier-I and Tier-I I residential sector

Boom ing tr end for establishm ent of I ntegrat ed Townships.

Developm ent having hand- in-hand with governm ent under Public-Private- Partn erships will

unlock land parcel for development .

Threats

Continuous increase in Int erest costs.

Rising cost of constr uction impacting the m arginsresulting in price rise ultim ately affecting

the demand from custom ers.

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OUTLOOK

The long term scenario and the projected demand of housing units in the middle income segment

have a long way t o go. Housing is a basic necessity and will rem ain a priorit y for m ost individuals. The

process of urbanization has been intiated and more people are expected to come to cities for work

and better lives. But as the cities are growing, so are the complexities in having them developed in

organized manner. So many regulatory hurdles and policy issues block infrastructure and housing

development.

The Company has honored its commitment on faster execution, timely deliveries, which would

certainly play a vital role to stay as a dominant player in the competitive market.

RI SKS AND CONCERNS

The short term presents us with enorm ous risks and challenges. With the r ising infl ation, h ome

loan rates remained costlier thr oughout the y ear. I ncrease in th ese rates adversely affected t he real

estate sector by decreasing the ability of buyers to pay and purchase and thus impact the demand.

I f propert y prices are not m ore than four to fi ve tim es the annual income of t arget customer s, thenthe pr ices of property is correct. Futher w e feel reasonably confi dent t hat our propert y pr ices are not

becoming unaffordable to our target segment.

Regulatory environment seems uncertain in the near future in almost ever city of operation. Lack

of coordination between authorities responsible for enforcing different laws has increased red tape

and time taken to launch a project. In addition, increasingly various states are passing new laws to

regulate the sector including real estate regulatory bill, apartment ownership bills and others. The

current environment remains uncertain with the lack of decision making. But the companys cash

position, compatively low leveraged balance sheet and long ter m orientation w ill be a huge str ength

in passing through t he tough times that m ight emerge.

I NTERNAL CONTROL SYSTEMS AND THEI R ADEQUACY

The Company has in place, adequate system s and control to properly monit or all t he fi nancial records

for different projects under execution. I t also ensures com pliances with all regulatory obligations and

helps monitor the proper approvals at various stages of project development. The internal control

team combined with the internal audit team updates the management on unfolding regulatory

changes and also monitors the response coming out of various new launches. The internal control

system also keeps a close eye to ensure that unauthorized use of assets is checked. The internal

audit of Company is subject to stat utor y audits carriedout by Companys auditors.

FI NAN CI AL PERFORMANCE W I TH RESPECT TO OPERATI ONAL PERFORMANCE:

The Companys total income has decreased to Rs. 40684.95 Lacs from Rs 42591.39 Lacs, therebyrecording decrease of 4.48% over t he last fi nancial year. The Profi t af ter tax stood at Rs. 1673.8 2

Lacs as compared t o Rs. 2118.8 0 Lacs during th e last year i.e. fall of 21.00 % .

HUMAN RESOURCE DEVELOPMENT AN D I NDU STRI AL RELATI ONS

The Company recognizes the importance of the quality and competence of its workforce towards

sustained gr owth of t he Com pany. The m anagement allocates suffi cient att ention in t raining t he

workforce to ensure that they are well equipped to take up challenging projects, and ensure their

timely delivery by sticking to target schedules.The Company had 238 number of employees at the

close of FY 2013.

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Vipul Limit ed

I NDEPENDENT AUDI TORS REPORT

ToThe Mem bers ofVipul Limite dReport on the Financial Statem ents

We have audited the accompanying f inancialstatements of Vipul Limited which comprise the

Balance Sheet as at March 31,2013 and theStatement of Profit and Loss and Cash Flow

Statement for the year ended March 31,2013 anda summ ary of signifi cant accounting policies and

other explanatory information.

Managem ents Responsibility for the FinancialStatements

Management is responsible for the preparation ofthese fi nancial stat ement s that g ive a true and fair

view of the fi nancial position, fi nancial perform anceand cash fl ows of th e Compan y in accordance

with the Account ing Standards referred to insub-section (3C) of section 211 of the Companies

Act, 1956 ( the Act) . This responsibility includesthe design, implementation and maintenance of

internal control relevant to the preparation andpresentat ion of the fi nancial statem ents that give

a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion onthese fi nancial stat emen ts based on ou r aud it.

We conducted our audit in accordance with theStandards on Auditing issued by the institute of

Chartered Accountants of India. Those Standardsrequire that we comply with et hical requirementsand p lan and pe r f o r m t he aud i t t o ob t a in

reasonable assurance about whet her t he fi nancial

statements are free from material misstatement.

An audit involves performing procedures to obt ain

audit evidence about t he amoun ts and disclosuresin the fi nancial statements. The procedures selected

depend on auditors judgement, including theassessment of the r isks of material m isstatem entof the fi nancial statem ents, whet her due t o fraud

or error. In making those risk assessments, the

auditor considers internal control relevant t o theCompanys preparat ion and fair presentat ion

of t he fi nancial stat ement s in order to d esignaudit procedures that are appropr iate in the

circumstances. An audit also includes evaluatingthe appr opriateness of accounting policies used and

the reasonableness of the accounting estimatesmade by m anagement, as well as evaluating the

overall present ation of t he fi nancial statem ents.

We bel ieve that the audit evidence we haveobtained is suffi cient and app ropriat e to pr ovidea basis for our audit opinion.

OpinionIn our opinion and to the best of our informationand according to the explanations given to us,

th e fi nancial statem ents give t he infor mat ionrequired by the Act in the m anner so required and

give a true and fair view in conformity with theaccounting principles generally accepted in India.

a. in the case of the Balance Sheet of the state ofaffairs of the Company as at March 31, 20 13;

b. in t he case of the Profi t and Loss Account, of

the profi t for the year ended on that date; and

c. in the case of the Cash Flow Statem ent, of thecash fl ow for the year ended on t hat date.

R e p o r t o n O t h e r L e g a l a n d R e g u l a t o r yReqirements

1. As required by the Companies (Audi tor sReport) Order, 2003 ( the Order ) issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the Act, we givein the Annexure a statement on the matters

specifi ed in paragraphs 4 and 5 of t he Order.

2. As required by section 227 (3) of the Act, wereport that:-

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a. we have obtained all the information and

explanat ions which to the best of our

knowledge and belief were necessary forthe purpose of our audit;

b. in our opinion proper books of accountas required by law have been kept by

the Company so far as appears from ourexamination of those books;

c. the Balance Sheet, Statem ent of Profi t and

Loss, and Cash Flow Statement dealt withby this Report are in agreement with the

books of account;

d. in our opinion, the Balance Sheet, Statementof Profi t and Loss and Cash Flow St atem ent

comply with the Account ing Standardsreferred to in sub-section (3C) of section

211 of the Companies Act, 1956;

e. on the basis of writ ten representationsreceived from the directors as on March

31, 2013, and taken on record by theBoard of Directors, none of the directors

is disqualifi ed as on March 31, 2013, frombeing appointed as a director in terms of

clause (g) of sub-section ( 1) of section 27 4of th e Companies Act, 1956.

f. Since the Centr al Governm ent has not

issued any notifi cation as t o th e rate atwhich the cess is to be paid under section441A of th e Companies Act, 1956 n or has

it issued any Rules under th e said section,prescribing t he manner in wh ich such cess

is to be paid, no cess is due and payableby t he company.

For L. B. Jha & Co.Chartered Accountants

Firm Reg. No.- 30 10 88 E

Sd/ -

( Bhaskar Auddy)Partner

Membership Number: 53 77 0Place: GurgaonDate: May 28, 201 3

ANNEXURE TO THE AUDI TORS REPORTVI PUL LI MI TED

(Referred to our report of even date)

I a. The company is ma in t a in ing p roperrecords showing full particulars includingquantitative details and situation of its

fi xed assets.

b . The company has a p rogramm e fo rphy sical v erifi cation of fi xed assets a tperiodic intervals. In our opinion, the

period of verifi cation is reasonable hav ingregard to the size of the company and

the nature of its assets and no material

d iscrepancies were not iced on suchver ifi cation.

c. The company has not disposed of any

substant ial part of it s fi xed assets.

II . a. The management has conducted physicalver i f icat ion of inventor ies consis t ingo f p r o jec t m a t e r ia l s l y i ng w i t h t he

contr actors and proj ect fi nished st ocksat reasonable intervals during the year.

b. In our opinion, the procedures of physicalverifi cation of inventor ies followed by

the management are reasonable andadequate in relation to the size of the

company and t he nature of its business.

c. On the basis of our examination of theinventory record, in our opinion, thecompany is maintaining proper records

relating to th e kind of inventories ownedby the company. No discrepancies were

not iced on such physical verifi cation.

II I. a. The Company has not granted any loan

to t he companies/ fi rm s or other part ies

covered in th e register m aintained underSection 3 01 of the Act.

b. The company has not taken any loans,

secured or unsecured, from companies,f irms or other part ies covered in the

register maint ained under Section 30 1 ofthe Act.

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IV. In our opin ion and accord ing to the

information and explanations given to

us, there is an adequate internal controlsystem commensurate wi th the s izeof the company and the nature of its

business for the purchase of inventory,fi xed assets and for sale of goods and

services. Further on the basis of ourexamination of the books and recordsof the company and according to the

information and explanations given to us,we have neither come across nor have

been informed of any continuing failure tocorrect m ajor w eaknesses in the int ernal

control systems.

V. Transactions that need to be enter ed in the

register maintained under section 301 of t heAct:

a. Based on the audit pr ocedures appliedby us and according to the information

and explanations given to us, we are ofthe opinion that there are no contracts

or arrangements referred t o section 301of the Act which need to be entered inthe register to be maintained under that

section during the year.

VI. The Company has not accepted depositsduring the year from the public within the

meaning of the provisions of sections 58Aand 58AA of the Act or any other relevantprovision of the Act and rules made there

under.

VII . In our opinion, the company has an internalaudit system commensurate with the sizeand the nature of its business.

VI I I . We have broad ly rev i ewed t he book s

of account mainta ined by the company

pursuant to the rules made by the CentralGovernment for the maintenance of cost

records under section 209(1) (d) of the Act,related to the construction of buildings /

structures and other related activities andare of the opinion that pr ima facie, the

prescribed accounts and records have beenmade and maintained.

IX. a. The Comp any is general ly regular in

depositing with appropriate authorities

und ispu ted s ta tu to ry dues inc lud ingProvident Fund, Income Tax and WorksContract Tax, Wealth Tax, Service Tax,

Sales Tax, Custom s Duty and Excise Duty,Cess etc., as applicable.

b. A c co r d i n g t o t h e i n f o r m a t i o n a n dexplanations given to us, no undisputed

amounts payable in respect there of w erein arrears as at 31.03.2013 for a period

of more than six months from the datethey become payable except for ExternalDevelopment Charges payable under The

Haryana Development and Regulationof Urban Areas Act,1975 read with the

Rules amount ing Rs.1683 .60 lakhs whichis outstanding for a period of more than

six months as at 31.3.2013.

c. A c co r d i n g t o t h e i n f o r m a t i o n a n d

explanations given to us, there are nodues relating to Sales Tax, Wealth Tax,

Service Tax, I ncome Tax, et c. which havenot been deposited on account of anydispute except as mentioned below:

Name of the Nature of Amount (Rs.) Financial Forum wherestatue Dues year for dispute iswhich the pending

amountrelates

Service Tax Service 1,610 ,821 2003- 04 & Joint Commissioner,(Finance Tax 2004- 05 Service Tax,Act, 1994) Demand New Delhi

Income Tax Income Tax 9,947,369 2007-08, Comm issioner ofAct, 1961 Demand 2008-09 & Income Tax

& 2009-10 (Appeals) &Income TaxAppellate Tribunal,New Delhi

X. The company does not have accum ulatedlosses as at t he end of t he fi nancial y ear

nor has i t incur red cash losses in thecurrent fi nancial year, or in t he im m ediatelypreceding fi nancial year.

XI. In our opinion and according to informat ion

and explanations given to us, the companyhas not defaulted in repaym ent of dues to any

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Annual Report 20 12 -1 3

fi nancial instit ut ions or bank on debent ure

holders as at the Balance Sheet date.

XII . The company has not granted any loans andadvances on the basis of security by way

of pledge of shares, debenture and othersecurities.

XI I I . The prov is ions of any specia l s tatut eapplicable to Chit Fund, Nidhi or Mutual

Benefi t Fund/ Societies are not applicable tothe company.

XIV. In our opinion, the company is not dealingor trading in shares, securities, debentures

or other investments.

XV. According to the inform ation and explanations

given to us and the r ecords examined by us,the company has not given any guarant ee for

loans taken by other s from bank or fi nancialinstitutions.

XVI . I n ou r op in ion , and acco r d ing t o t heinformat ion and explanations given to us, on

an overall basis, the term loans have beenapplied for the purposes for which they w ere

obtained.

XVI I . A c co r d i n g t o t h e i n f o r m a t i o n a n dexplanations given to us and on an overallexamination of the Balance Sheet of the

Company, in our opinion no funds raised onshort term basis have been used for longterm investment.

XVII I. The company has not made any preferential

allotm ent of shares to parties and compan iescovered in the register maintained under

Section 301 of t he Act, 1 956.

XIX. No debentu res have been issued by the

company and hence, the question of creatingsecurities or charge in respect thereof does

not arise.

XX. During the year, the company has not raised

any money by way of Public issues.

XXI. Based upon th e audit procedures perform edby us, to the best of our knowledge andbelief and according to the information and

explanations given to us by the m anagement,

no fraud on, or by the company, has been

noticed or reported du ring t he year.

For L. B. Jha & Co.Charte red Accountants

Firm Reg. No . - 301 088 E

Sd/ -

(Bhaskar Auddy)Partner

Membership Number: 53770

Place: GurgaonDate: May 28 , 201 3

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BALANCE SHEET AS AT 3 1 ST MARCH, 2 0 1 3 Not es AS AT AS AT

Particulars 31.03 .2013 31.03.2012

(Rupees) (Rupees)

EQUITY & LIABILITIES

Shareholders Funds

Shareholders Funds

Share Capital 1 1 1 9 ,9 8 4 ,4 8 0 119,984,480

Reserves & Surplu s 2 4 ,0 1 7 ,1 7 6 ,4 3 5 3,870,850,6334 ,1 3 7 ,1 6 0 ,9 1 5 3,990,835,113

Non-Current Liabil i t ies

Long Term Borrowings 3 3 1 0 ,8 9 1 ,4 6 9 285,837,767Other Long Term Liabilities 4 1 ,1 6 7 ,4 8 3 ,1 3 9 1,109,294,102

1 ,4 7 8 ,3 7 4 ,6 0 8 1,395,131,869Current Liabilities

Short Term Borrowings 5 5 5 9 ,7 6 1 ,4 7 4 327,826,346

Trade Payables 6 4 9 3 ,9 1 7 ,5 6 6 428,426,984Other Current Liabilities 7 2 ,9 0 1 ,9 3 2 ,0 2 0 3,841,843,053

Short Term Provisions 8 2 1 ,0 5 6 ,3 7 6 20,917,3443 ,9 7 6 ,6 6 7 ,4 3 6 4,619,013,727

TOTAL 9 ,592 ,202 ,959 10,004,980,709ASSETSNon-Current Assets

Fixed Assets: 9

Tangible Assets 1 0 6 ,6 6 3 ,0 2 2 108,627,010

Intangible Assets 9 0 2 ,4 3 0 1,128,037Capital Work in Progress - 605,90 6

1 0 7 ,5 6 5 ,4 5 2 110,360,953Non-Current Investments 10 1 4 5 ,6 0 1 ,8 8 0 145,051,755

Deferred Tax Assets ( net) 3 4 ,9 3 1 ,8 4 0 18,572,861

Long Term Loans & Advances 11 1 ,3 7 8 ,6 2 4 ,9 4 1 1,449,436,9151 ,6 6 6 ,7 2 4 ,1 1 3 1,723,422,484

Current Assets

Inventories 12 3 ,5 3 6 ,4 4 2 ,0 4 7 4,241,389,897

Trade Receivables 13 1 ,0 8 3 ,1 1 0 ,5 7 9 1,001,885,328Cash and Bank Balances 14 3 1 0 ,8 1 7 ,1 1 8 458,709,037

Short Term Loans & Advances 15 2 ,9 9 5 ,1 0 9 ,1 0 2 2,579,573,9637 ,9 2 5 ,4 7 8 ,8 4 6 8,281,558,225

TOTAL 9 ,592 ,202 ,959 10,004,980,709Significant Accounting

Policies 23

The accompanying notes are an integral part of the financial statem ents

As per our report of even date attachedFor L.B. Jha & Co. For & on behalf of the Board of Directors of

Chartered Accountants Vipul Limited

Sd / - Sd / - Sd / -

( Bhaskar Auddy) Punit Beriwala Rajesh BatraPartner Managing Director Director

Membership No-53770

Sd / - Sd / -Place : Gurgaon Sumit Goel Ajay Agrawal

Date : May 28, 20 13 Company Secretary General Manager ( A&C)

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PROFI T & LOSS STATEMENT FOR THE YEAR ENDED 31 ST MARCH, 2 013

Notes Year ended Year ended3 1 .0 3 .2 0 1 3 31.03.2012

(Rupees) (Rupees)

I NCOME

Revenue from Operations 16 4 ,0 4 4 ,8 9 4 ,6 4 6 4,237,861,866

Other income 17 2 3 ,6 0 0 ,3 8 1 21,277,012

TOTAL 4 ,0 6 8 ,4 9 5 ,0 2 7 4,259,138,878

EXPENSES

Proj ect Expenses 18 2 ,4 5 4 ,5 9 4 ,6 0 2 3,289,956,755

Changes in In ventories 19 7 0 4 ,9 4 7 ,8 5 0 255,894,481

Employee benefits expenses 20 2 0 0 ,9 0 1 ,4 5 6 174,300,557

Finance Costs 21 1 8 0 ,4 1 7 ,6 0 2 101,757,917Depreciation/ Amorti sation expenses 9 1 3 ,6 5 4 ,0 3 8 13,936,236

Other expenses 22 3 0 8 ,0 8 4 ,0 4 5 150,872,194

TOTAL 3 ,862 ,599 ,593 3,986,718,140

Profit before Tax 205 ,89 5 ,434 272,420,738

Tax expense:

- Current Tax 5 5 ,0 0 0 ,0 0 0 76,000,000

- Earlier year adjustment in t ax (net) ( 1 2 7 , 7 6 5 ) 119,711

- Deferred Tax ( 1 6 ,3 5 8 ,9 7 9 ) (15,578,992)

Profit for the year 167 ,38 2 ,178 211,880,019

Basic and dilut ed Earning Per Share ( Face value of Rs. 1/ - each) 1 .4 0 1.77Significant Accounting Policies 23

The accompanying notes are an integral part of the fin ancial stat em ents

As per our report of even dat e att ached

For L.B. Jha & Co. For & on beha lf of the Board of Dire ctors of

Charter ed Accountant s Vipul Limit ed

Sd/ - Sd/ - Sd/ -( Bhaskar Auddy) Punit Beriwa la Rajesh Batra

Partner Managing Director Director

Membersh ip No-5377 0

Sd/ - Sd/ - Sumit Goel Ajay Agraw al

Company Secreta ry General Manager ( A&C)

Place : Gurgaon

Date : May 28 , 20 13

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NOTES TO THE FI NAN CI AL STATEMENTS

Schedule AS AT AS AT31.03.2013 31.03.2012

(Rupees) (Rupees)

NOTE 1

SHARE CAPI TAL

Authorised Share Capital

515,5 00,000 ( P.Y.515, 500,00 0) Equity Shares of

Rs. 1/ -( P.Y.Rs. 1/ -) each 5 1 5 ,5 0 0 ,0 0 0 515,500,000I ssued Subscribed and Paid up Share Capital

119,9 84,480 ( P.Y.119, 984,48 0) Equity Shares of

Rs.1/ -( P.Y Rs.1/ -) each fully paid up 1 1 9 ,9 8 4 ,4 8 0 119,984,480

Tota l 119 ,984 ,480 119,984,480

a) Reconciliat ion of the num ber of shares outstanding:

Equity Shares 3 1 .0 3 .2 0 1 3 31.03.2012

No. of Shares Amt. in Rs. No. of Shares Amt. in Rs. At the beginning of the year 1 1 9 ,9 8 4 ,4 8 0 1 1 9 ,9 8 4 ,4 8 0 119,984,480 119,984,480Add: Issued/(Cancelled) during the year - - - -

At the end of the year 1 1 9 ,9 8 4 ,4 8 0 1 1 9 ,9 8 4 ,4 8 0 119,984,480 119,984,480

b) D etails of Shareholders holding more than 5% of the Equity Shares in the Company:

3 1 .0 3 .2 0 1 3 31.03.2012

Name of Shareholder No. of Shares % No. of Shares %

Mr. Punit Beriwala 33,835,000 28.20% 33,835,000 28.20%

WDC Ventures Ltd. 17,937,680 14.95% 17,937,680 14.95%

Mrs. Sunita Beriwala & Mr. Punit Beriwala (Jointly) 15,791 ,000 13.16% 15,791 ,000 13.16%

Shyam Sunder Punit Kumar (HUF) 9,355,000 7.80% 9,355,000 7.80%

Punit Beriwala (HUF) 7,838,000 6.53% 7,838,000 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 entitl ed to one vote per

share. The company declares and pays dividends in Indi an rupees. The dividend proposed by the Board of Directors is subject t o the

approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the shareholders

would be entitled to receive remaining assets of the Company.

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NOTE 2

RESERVES & SURPLUS

General Reserve

Opening Balance 7 5 0 ,0 0 0 ,0 0 0 600,000,000

Add: Transfer from Profit & Loss 2 5 0 ,0 0 0 ,0 0 0 150,000,000

Tota l 1 ,000 ,000 ,000 750,000,000

Securities Premium 2 ,3 2 1 ,2 8 3 ,8 3 0 2,321,283,830

Amalgamat ion Reserves 1 ,2 2 4 ,8 9 1 1,224,891

Surplus in Statem ent of Profit & Loss

Opening Balance 7 9 8 ,3 4 1 ,9 1 2 757,379,237

Add: Transfer from Profit & Loss Statement 1 6 7 ,3 8 2 ,1 7 8 211,880,019

Less: Proposed Dividend on Equity Shares 1 7 ,9 9 7 ,6 7 2 17,997,672Less: Corporate Dividend Tax 3 ,0 5 8 ,7 0 4 2,919,672

Less: Transferred to General Reserve 2 5 0 ,0 0 0 ,0 0 0 150,000,000

Closing Balance 6 9 4 ,6 6 7 ,7 1 4 798,341,912

Grand Tota l 4 ,017 ,17 6 ,435 3,870,850,633

NOTE 3 LONG TERM BORROWI NGS

Term Loans (Secured)

From Other Parties

LIC Housing Finance Ltd.-Loan-I (1) - 648,684,817

LIC Housing Finance Ltd.- Loan-II (2) 2 6 6 ,6 6 6 ,6 6 7 100,000,000DMI Finance Ltd.-Loan-I (3) 8 0 ,0 0 0 ,0 0 0 100,000,000

DMI Finance Ltd.-Loan-II (4) 1 8 3 ,5 6 1 ,7 2 6 190,000,000Religare Finvest Ltd. (5) 8 0 8 ,5 4 9 9,026,998

Paramount Realtec Pvt . Ltd. (6) 5 5 ,0 0 0 ,0 0 0 55,000,000

Bahubali Properties Ltd. (7) 5 0 ,0 0 0 ,0 0 0 50,000,000Kotak Mahindra Prime Ltd. (8) 1 9 3 ,6 0 0 ,0 0 0 -

From Bank

Vehicle Loans (9) 7 ,0 2 3 ,0 4 8 12,093,759

8 3 6 ,6 5 9 ,9 9 0 1,164,805,574

Less: Current Maturities (Refer Note no.- 7) 5 2 5 ,7 6 8 ,5 2 1 878,967,807

Tota l 310 ,891 ,469 285,837,767

Schedule AS AT AS AT31.03.2013 31.03.2012

(Rupees) (Rupees)

NOTES TO THE FI NAN CI AL STATEMENTS

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NOTES TO THE FI NAN CI AL STATEMENTS

(1) Loan-I from LIC Housing Finance Ltd. was secured by exclusive equitable mortgage ofproperties at Sector-48, Village - Tikri, Fazilpur Jharsa, Distt.- Gurgaon, equitable mortgage

of portion of land at village- wazirpur, Sector- 53, Gurgaon , hypothecation of receivables ofthe pr oject at Gur gaon & Vipul Garden Bhubaneshwar and Personal Guarant ee of Mr. Punit

Beriwala- Managing Director. Terms of repaym ent- 12 m onths m oratorium upto March, 2011and thereafter 24 equal monthly installments. Rate of Interest- 15.90 % p.a.

(2) Loan-I I from LIC Housing Finance Ltd. is secured by equitable mort gage of entir e land

parcel of Vipul Greens, Bhubaneshwar, equitable mort gage of unsold stock of project atSector-81, Gurgaon, hypothecation of the receivables of Vipul Greens, Bhubaneshwar &Personal guarant ee of Mr. Punit Beriwala-Managing Dir ector. Term s of repaym ent- 12 m onth s

moratorium upto February, 2013 and thereafter 18 m onthly equal mont hly installments. Rateof Interest- 15.90 % p.a

(3) Loan-I from DMI Finance Ltd. is secured against pledge of equity shares of the Company

held by Promoters, cross collateral security of unsold stock of commercial project i.e VipulPlaza at Faridabad and Personal guarant ee of Mr. Punit Beriwala- Managing Dir ector. Term s ofrepayment- 12 months moratorium upto July, 2013 and thereafter 24 monthly installments.

Rate of Interest-21% p.a

(4) Loan-I I from DMI Finance Ltd. is secured against mort gage of unsold stock of comm ercialproj ect at Vipul Plaza, Faridabad, cross collateral pledge of equit y shares of the Company

held by Promoters & Personal guarantee of Mr. Punit Beriwala-Managing Director. Termsof repayment- 12 months moratorium upto February, 2013 and thereafter 24 monthlyinstallments. Rate of Interest- 21% p.a.

(5 ) Loan from Religare Finvest Lim ited is secured by m ort gage of certain units in various projects

located at Gurgaon and Personal guarant ee of Mr. Punit Beriwala- Managing Director. Term sof repaym ent- 47 equal monthly installment s from t he date of disbursement i.e 12.06.2009 .

Rate of Interest- 17.25% p.a.

(6 ) Loan from Paramou nt Realtec Privat e Ltd. is secured against pledge of equity shares of the

Company held by Promot ers and Personal guarant ee of Mr. Punit Beriwala- Managing Director.Terms of repayment- Repayable on 31.03.201 4. Rate of In terest- 12% p.a

(7) Loan from Bahubali Propert ies Ltd. is secured against pledge of equity shares of th e

Company held by Promoters & others. Terms of repayment- Repayable on 07.11.2013. Rateof Interest- 15% p.a.

(8) Loan from Kotak Mahindra Prime Ltd. is secured against mort gage of imm ovable propertiesowned by prom oters and a subsidiary company. Terms of repayment- 5 m onths morator ium

upto December, 2012 and t hereafter 25 equal monthly installments. Rate of Int erest- 1 8.25%p.a.

(9 ) Vehicle loans are secured by hypot hecation of fi nanced Cars. Term s of repaym ent- I n equalmont hly instalments as per the respective repayment schedules. Rate of Int erest- 10 % -12 %

p. a

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Schedule AS AT AS AT31.03.2013 31.03.2012

( Rupees) (Rupees)

NOTES TO THE FI NANCI AL STATEMENTS

NOTE 8

SHORT TERM PROVI SI ONS

Proposed Dividend on Equity Shares 17,997 ,672 17,997,672Dividend Tax 3,058 ,704 2,919,672

Total 21,056,376 20,917,344

NOTE 10

NON CURRENT I NVESTMENTS

Trade I nvestments

AT COST

I n Equity Shares ( Unquoted : Fully paid up)

A. I nvestment I n Subsidiary Companies

Vipul SEZ Developers Private Limit ed 250,200 250,200{ 25,020 (P.Y 25,020) Equity Shares of Rs 10/- each}

Ritwiz Builders & Developers Private Limit ed 500,000 500,000{ 50,000( P.Y.50,000) Equity Shares of Rs. 10/ - each}

NOTE 9 FI XED ASSETS & DEPRECI ATI ON/ AMORTI SATI ON ( I n Rupees)

PARTICULARS GROSS BLOCK DEPRECIATI ON/ AMORTI SATION NET BLOCK

As at Addit ions Sale/ As at As at For the Adjust. As at As at As at

01 .04 .201 2 Adjust . 31 .03 .2013 01.04 .2012 Year 31 .03 .2013 31.03 .2013 31.03 .2012

Tangible Assets

Land & Bui ld ing 79,302,400 - - 79,302,400 12,726,227 3,328,809 - 16,055,036 63,247,364 66,576,173

Cars 27,146,181 515,024 - 27,661,205 9,833,611 4,547,024 - 14,380,635 13,280,570 17,312,570

Furniture and Fixtures 48,161,236 9,134,900 - 57,296,136 27,954,346 4,217,528 - 32,171,874 25,124,262 20,206,890

Computers & Accessories 16,205,3 74 352,933 - 16,558,3 07 14,155,5 99 902,033 - 15,057,6 32 1,500,67 5 2,049,775

Air condi t ioners 941,902 57,500 - 999,402 483,932 67,506 - 551,438 447,964 457,970

Other Office Equipments 3,926,472 1,488,471 153,000 5,261,943 1,902,840 365,531 68,615 2,199,756 3,062,187 2,023,632

I ntangible AssetSoftware 1,448,620 - - 1,448,620 320,583 225,607 - 546,190 902,430 1,128,037

T o ta l 1 7 7 , 1 3 2 , 1 8 5 1 1 , 5 4 8 , 8 2 8 1 5 3 , 0 0 0 1 8 8 , 5 2 8 , 0 1 3 6 7 , 3 7 7 , 1 3 8 1 3 , 6 5 4 , 0 3 8 6 8 , 6 1 5 8 0 , 9 6 2 , 5 6 1 1 0 7 , 5 6 5 , 4 5 2 1 0 9 , 7 5 5 , 0 4 7

Capital Work In Progress 605,906 6,040,578 6,646,484 - - - - - - 605,906

G r an d T o ta l 1 7 7 , 7 3 8 , 0 9 1 1 7 , 5 8 9 , 4 0 6 6 , 7 9 9 , 4 8 4 1 8 8 , 5 2 8 , 0 1 3 6 7 , 3 7 7 , 1 3 8 1 3 , 6 5 4 , 0 3 8 6 8 , 6 1 5 8 0 , 9 6 2 , 5 6 1 1 0 7 , 5 6 5 , 4 5 2 1 1 0 , 3 6 0 , 9 5 3

Previous Year 173 ,988 ,919 14 ,040 ,877 10 ,291 ,705 177 ,738 ,091 61 ,954 ,221 13 ,936 ,236 8 ,513 ,319 67 ,377 ,138 110 ,360 ,953 112 ,034 ,698

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Schedule AS AT AS AT31.03.2013 31.03.2012

(Rupees) (Rupees)

NOTES TO THE FI NAN CI AL STATEMENTS

URR Housing an d Construction Private Limited 500,000 500,000{ 50,000( P.Y. 50,00 0) Equity Shares of Rs. 10/ - each}

Entrepreneurs (Calcutta) Private Limited 9,689,400 9,689,400{ 646,200( P.Y. 646,200) Equity Shares of Rs. 100/- each}

Vipul Eastern Infracon Private Limited 81,507 ,840 81,507,840{ 262,186 (P.Y. 262, 186) Equity Shares of Rs.100/- each}

Vipul Hospitality Limited 500,000 500,000

{ 50,000 (P.Y.50,000) Equity Shares of Rs.10/- each}

United Buildwell Private Lim ited 500,000 500,000{ 50,000 (P.Y. 50,00 0) Equity Shares of Rs 10/ - each}

Vipul Southern Infracon Limited 500,000 500,000{ 50,000 (P.Y. 50,00 0) Equity Shares of Rs 10/ - each}

High Class Projects Limited 500,000 500,000{ 50,000 ( P.Y 50,000) Equity Shares of Rs.10/ - each}

Vipul Lavanya Developers Limit ed 500,000 -{ 50,000 (P.Y Nil) Equity Shares of Rs.10/ - each}

B. I n Associates

Classic Real Estate Developers Private Limited 32,299 ,315 32,299,315{ 266,650 ( P.Y 266,650) Equity shares of Rs. 10/- each}

Vipul Karamchand SEZ Private Lim ited 5,000,000 5,000,000{ 500,000 (P.Y.500,000 ) Equity Shares of Rs 10/ - each}

Mudra Finance Limit ed 13,300 ,000 13,300,000{ 70,000 ( P.Y.70,000) Equity Shares of Rs. 10/ - each}

Choice Real Estate Developers Private Limited 50,125 -{ 5000 ( P.Y Nil) Equity Shares of Rs.10/- each}

C. I n Others

Adore Infrasmith Private Limited 5,000 5,000{ 500 (P.Y. 500) Equity Shares of Rs 10/ - each}

Total 145,601 ,880 145,051,755

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NOTE 11

LONG TERM LOANS & ADVANCES

Unsecured & considered good ( unless otherw ise stated)

i ) Loans & Advances to related parties: { Refer note no. 36}

a) Advances receivable in cash or kind or for services tobe received 193,291 ,061 204,297,775

b) Project Advances 273,992 ,148 242,700,386

c) Advance for Share application m oney 7,545,000 7,545,000

ii) Other Loans & Advancesa) Advances receivable in cash or kind or for services to be received

- Considered good 580,108 ,877 643,885,671

- Considered doubtful 92,884 ,150 47,546,714

b) Project Advances 240,213 ,640 232,430,037

c) Taxation Paym ents (Net of provisions) 72,162 ,854 107,266,685

d) Loans- Considered good 11,311 ,361 11,311,361

- Considered doubtful 3,770,454 3,770,454

1,475,279,545 1,500,754,083

Less: Provision for doubtful loan 3,770,454 3,770,454

Provision for d oubtf ul advances 92,884 ,150 47,546,714

1,378,624,941 1,449,436,915

NOTE 12

I NVENTORI ES

(Valued at lower of cost or net realisable value)

Project Work-in-Progress 3,525,884,559 4,230,832,409

Project Finished Stocks 10,557 ,488 10,557,488

Total 3,536,442,047 4,241,389,897

NOTE 13TRADE RECEI VABLES

(Unsecured)Due for more than Six months

- Considered good 77,604 ,886 66,452,147

- Considered doubtful 1,410,346 1,410,346

Other Debts- Considered good 1,005,505,693 935,433,181

1,084,520,925 1,003,295,674

Less: Provision for doubtful debts 1,410,346 1,410,346

Total 1,083,110,579 1,001,885,328

Schedule AS AT AS AT31.03.2013 31.03.2012

( Rupees) (Rupees)

NOTES TO THE FI NANCI AL STATEMENTS

8/10/2019 Vipul 2013

41/80

39

Annual Report 20 12 -1 3

Schedule AS AT AS AT31.03.2013 31.03.2012

(Rupees) (Rupees)

NOTES TO THE FI NAN CI AL STATEMENTS

NOTE 14CASH & BANK BALANCES

Cash & Cash Equivalents

i) Balances with Banks in Current accounts 129,328 ,275 309,432,331

i i) Cheques on hand 642 ,362 2,414,373

iii) Cash on h and 1,468,422 1,599,611

Other Bank Balances

i) Unpaid Dividend 1 ,670,160 1,689,401i i) Margin money deposit 177 ,707 ,899 143,573,321

Total 310,817,118 458,709,037

NOTE 15SHORT TERM LOANS & ADVANCES

( Unsecured & considered good)

i ) Loans & Advances to related parties: { Refer note no.-36}Project Advances 1,653,600,055 1,485,013,041

Security Deposit 200 ,000 ,000 200,000,000

i i) Other Lo