REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company firmly believes in effective Corporate Governance practices and follow all the applicable laws in true and letter sprit. Corporate Governance is an ethically driven process that constitute the strong foundation on which successful commercial enterprise are built and enhance the organization wealth generating capacity.
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the Vipul Code of Conduct for Prevention of Insider Trading and Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and Code of conduct for Prevention of Insider Trading.
The Company's Corporate Governance philosophy is based on transparency, disclosure, monitoring, ethical governance practices and fairness to all
The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges with regard to corporate governance.
Composition, Category of Directors and Board Membership Criteria
The composition of the Board is in conformity with Clause 49 (II) of the Listing Agreement 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.
As on March 31, 2015, the Board comprises seven Directors. Of these, one is an Executive Director i.e Managing Director, who is also Promoter and other six are Independent Non-Executive Directors. The Chairman of the Board is Non-Executive Director.
During the year under review, the Company has also appointed one Woman Director w.e.f. February 10, 2015.
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 a certificate of independence as required under the provisions of subsection (7) of section 149 of the Companies Act, 2013.
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 Clause 49 of the Listing Agreement. The Board members possesses requisite skills, experience and expertise required to take decisions,which are in the best interest of the Company.
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 the Directors of the Company are inter-se related to each other. None of Non-Executive Directors of the Company serve as Independent Director in more than seven listed companies. None of the Directors held directorship in more than 10 public companies. Mr. Punit Beriwala, Managing Director is not an Independent Director of any other listed company.
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.
Pursuant to Clause 54 of the Listing Agreement 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.
The Annual report containing inter alia, Audited Financial Statements, Consolidated Financial Statements, Directors' Report, Auditors' Report, other requisite annexures and other important information is circulated to members, Directors and other concerned including Auditors etc. Further, the Management Discussion and Analysis (MDA) Report, 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 at www.vipulgroup.in.
Appointment and Re-appointment of Directors
During the year under review, the Board of Directors had co-opted Ms. Ameeta Verma Duggal as an Additional Director of the Company in the capacity of a Non-Executive Independent Director. In terms of Section 149, Section 152 read with Section 161 of the Companies Act, 2013, Ms. Ameeta Verma Duggal holds office upto the date of ensuing Annual General Meeting and is eligible for appointment as Independent Director, not liable to retire by rotation, for a consecutive period of five years.
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 Gurgaon. In accordance with the provision the Companies Act 2013, the Company has convened at least one Board meeting in a calendar quarter and the maximum time gap between any two meetings is not more than 120 days.
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 2014-15, information as mentioned in Clause 49 of the Listing Agreement has been 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.
Dr. Bidhubhusan Samal was elected to act as Chairman of the Board for a period of one year w.e.f November 11, 2014, with a provision that, if appointed chairman is not present then one of present Director shall be Chairman of the meeting
The dates on which the said meetings were held are as follows:
May 29, 2014, July 30, 2014, November 11, 2014 and February 10, 2015. The necessary quorum was present for all meetings.
The requisite quorum was present throughout in all the meetings. Meeting Compliances
The Company is in compliance with the provisions of the Listing Agreement pertaining to the intimation of notice of Board meeting, publication of notice and results, outcome of the meeting etc.
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, 2015, are given hereinbelow. Other directorships do not include alternate directorships, Section 8 Companies and of Companies incorporated outside India.
The Company has obtained necessary approval from Central Government for payment of remuneration of Rs 1,55,03,424/- per annum, which is in excess of limits specified under the Companies Act, 2013 to Mr. Punit Beriwala, Managing Director.
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.
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.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Independent Directors of Company are eminent personalities having wide experience in the field of business, finance, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.
The Independent Directors are provided with necessary documents and policies to enable them to familiarize themselves with the Company's procedures and practices.
Periodic presentations are made on business and performance of the Company. The details of such familiarization program/policy for Independent Directors of the Company are posted on the website of the Company. The URL of the same is http://www.vipulgroup.in/sites/default/files/investor_document/Familarization policy-Final.pdf.
NOMINATION AND REMUNERATION POLICY
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.
The detailed Remuneration Policy of the Company has been provided in the Board's Report which forms part of this Annual Report. The same is also available on the website of the Company www.vipulgroup.in. The URL is http://www.vipulgroup.in/sites/default/files/investor_document/Remuneration Policy final-Vipul.pdf.
PERFORMANCE EVALUATION AND INDEPENDENT DIRECTORS MEETING
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that the formal annual evaluation needs to be done by the Board of its own performance and that of its Committees and individual directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board, excluding the Director being evaluated. Accordingly, the Board of Directors of the Company carried out the performance evaluation of all Directors and Committees of the Company. The Nomination and Remuneration Committee also assess and evaluate the performance of each Director of the Company.
During the year FY 2014-15, the Independent Directors of the Company also met once to discuss and carry out the evaluation of performance of (i) Non-Independent Directors and the Board of Directors of the Company as a whole,(ii) the evaluation of performance of the Chairman of the Company, and (iii) 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.
In compliance with the requirements of the Listing Agreement 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:
•Stakeholders Relationship Committee
•Nomination and Remuneration Committee
•Corporate Social Responsibility Committee
•Risk Management Committee
•Share Transfer Committee
•Internal Complaint Committee
•Sub Committee/Executive Committee
The Company has in place an Audit Committee constituted in accordance with the provisions 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 Clause 49 of the Listing Agreement.
Dr. Bidhubhusan Samal was elected to act as Chairman of the Audit Committee for a period of one year w.e.f November 11, 2014, with a provision that, if appointed chairman is not present then one of present members shall be Chairman of the meeting. 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
•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 24, 2014 and was attended by Mr. Vikram Vasheshar Kochhar, Chairman of the Audit Committee.
Four Audit Committee Meetings were held during the year. The dates on which the said meetings were held are as follows:May 29, 2014; July 30, 2014; November 11, 2014 and February 10, 2015.
Quorum for the Audit Committee Meeting is 1/3 of total Members or 2 Members which ever is higher with a minimum of two Independent Directors.
Nomination and Remuneration Committee
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.
The Board of Directors in its meeting held on May 29, 2014 reconstituted the Nomination and Remuneration Committee to align the composition and terms of reference of the Committee in accordance with the provisions of Companies Act, 2013.
The terms of reference 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.
•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 which ever is higher.
Three meeting were held during the financial year on July 30, 2014: November 11, 2014 and February 10, 2015.
The composition of the Nomination and Remuneration Committee and the details of the meetings attended by the members for the financial year 2014-15 are given below:
Stakeholders Relationship 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 Share Transfer Agent of the Company relating to investor services and suggest/ recommends measures for improvement. The Committee comprises of three members viz Mr. Anil Kumar Agarwal, Mr. Rajesh Kumar Batra and Mr. Kapil Dutta. Members elect Chairman amongst themselves for every meeting.
As on March 31, 2015, there are no shares pending for transfer received during the year under review.
Besides the above, the Company has designated an e-mail id (email@example.com) to facilitate investors to register their complaints & queries.
Name, Designation and Address of Compliance Officer:Mr. Vivek Chaudhary
Company Secretary & Compliance Officer Vipul Ltd.
Add: Vipul Tech Square, Golf Course Road, Sector-43 Gurgaon-122009
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. The URL of the same is http://www.vipulgroup.in/sites/default/files/investor_document/CSR Policy-Vipul.pdf.
The role and terms of reference of the Committee are in consonance with the requirements mandated 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 there under and any other applicable legislation
The Corporate Social Responsibility Committee of the Board of Directors was constituted on May 29, 2014. The Committee is entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility policy of the Company.
During the financial year 2014-2015, the Committee met once on February 10, 2015, which was attended by all the members of the Committee.
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.
Share Transfer Committee
The Share Transfer Committee of the Board of Directors specifically addresses matters relating to transfer, split, consolidation etc of shares. The composition of the share transfer committee and the details of the meetings attended by the members for the financial year 2014-15 are given below:
During the financial year 2014-2015, the Committee met once on June 10, 2014, which was attended by all the members except Mr. Kapil Dutta.
The terms of reference of the Committee include the following:
i)To look into requests for transfer and transmission of shares or;
ii)To issue Duplicate Share Certificate in lieu of the Original Share Certificate or;
iii)To issue Split Share Certificate as requested by the member and;
iv)To take all such steps as may be necessary in connection with the transfer, transmission, splitting and issue of Duplicate Share Certificate in lieu of the Original Share Certificate.
v)To look into requests for the re-materialization of shares
vi)To take all such steps as may be necessary in connection with the transfer, transmission, split and issue of Duplicate Share Certificate in lieu of the Original Share Certificate
Internal Complaints Committee
As a part of good governance the Company has a policy for prevention of Sexual Harassment in the organisation, 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.
No complaints were received by the Committee during the year under review.
Sub Committee/Executive Committee of Board of DirectorsThe Committee comprises of three members viz Mr. Punit Beriwala, Mr. Rajesh Kumar Batra & Mr. Vikram
Vasheshar Kochhar. Members elect chairman for every meeting. The Company Secretary acts as secretary to the Committee. The Committee meets as and when required.
The terms of reference include the following:
- The sub-committee looks into the matters which are specifically designated to it at its formation and as may be assigned by the Board of Directors from time to time. The committee acts under the overall control and superintendence of the Board.
The Board has constituted an Investment Committee comprising of Mr Punit Beriwala, Managing Director and Ms. Guninder Singh, Chief Executive Officer 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.
Related Party Transactions
•Policy on Materiality of and Dealing with Related Party Transactions
The Company has formulated a 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. The URL of the same is http://www.vipulgroup.in/sites/default/files/investor_ document/ policy on relatedpartytransanctions.pdf.
•Disclosure of transactions with Related Parties
During the Financial Year 2014-15, there were no materially significant transactions or arrangements entered into by the Company with related parties requiring Shareholders/Members approval, that may have potential conflict with the interests of the Company at large. Further, details of related party transactions are presented in Notes to Accounts in the Annual Report.
•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 section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
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 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.
•As required under Clause 49, the Company has also formulated a Policy for determining "Material Subsidiaries" which is available on the website of the Company i.e. www.vipulgroup.in. The URL is http:// www.vipulgroup.in/sites/default/files/investor_document/ policy on relatedpartytransanctions.pdf.
Code for Prevention of Insider Trading Practices
The Board of the Company has formulated / adopted the following Codes in terms of Regulation 8 and 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015:
•As required under Clause 49, the Company has also formulated a 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. The URL of the same is http://www.vipulgroup.in/model-code-conduct.
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. The URL is http://www.vipulgroup.in/sites/default/files/investor_document/ Vigil_Mechanism - Vipul Group 2015.pdf.
The Company has a Vigilance Committee to consider any complaint of non compliances, wrong practices, suspected violations etc. As on the date of this Report, the Committee comprises of Ms. Guninder Singh, Chief Executive Officer; Mr. S. K. Jain, Additional G.M. (Projects) and Mr. Rakesh Kumar, Assistant Chief Manager (HR) as its members.
Pledge of Equity Shares
The promoters have pledged part of their share holding to secure the financial assistance availed by the Company. Board Disclosures - 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 policy is available on the website of the Company at www.vipulgroup.in. The URL is http://www.vipulgroup.in/sites/default/files/investor_document/RISK POLICY.pdf.Proceeds from public issues, right issues, preferential issues etc.
The Company did not have any of the above issues during the year under review.Secretarial Audit Report
The Company has obtained Secretarial Audit Report for the financial year ended March 31, 2015 from the Company Secretary in practice for compliance with Section 204(1) of the Companies Act, 2013, Listing Agreement, SEBI Regulations on Takeover, Insider Trading and Depositories & Participants. The Secretarial Audit Report is annexed as Annexure C to the Directors' Report.
Compliances under Clause 49 of the Listing Agreement:
-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.
-Compliance with mandatory requirements
The Company is fully compliant with the applicable mandatory requirements of Clause 49 of the Listing agreement with the Stock Exchanges, relating to Corporate Governance.
-Adoption of non-mandatory requirements
a)The Board of the Company has been constituted in accordance with clause 49 of the listing Agreement.
As mentioned in Director's Report
The Quarterly, Half-Yearly and Annual Financial Results of the Company are published in English language in newspaper having nation-wide circulation and also in regional language newspaper of the region 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. Annual Report containing the detailed Balance Sheet and Statement of Profit & Loss is also being sent to individual shareholders of the Company.
d)Chairman and CEO:
The post of Chairman and Managing Director/CEO are held by different persons.
MEANS OF COMMUNICATION:
The Company publishes quarterly, half-yearly and annual results as required under the Listing Agreement in the prescribed format. The results are normally published in the 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.
GENERAL INFORMATION TO SHAREHOLDERS:
(i)24th Annual General Meeting:
Date & Day : September 26, 2015, Saturday. Time 11.00 a.m.
Venue : Sri Sathya Sai International Center, Pragati Vihar, Lodhi Road, New Delhi-110003
As required under Clause 49(VIII)(E)(i) of the Listing Agreements entered into with the Stock Exchanges,particulars of Director seeking appointment at the forthcoming Annual General Meeting ("AGM") are given in the Annexure to the Notice of the AGM.
The Financial year covers the period from April 1,2014 to March 31,2015 (Both days inclusive)
(iii)Date of Book Closure
Friday, September 18, 2015 to Saturday, September 26, 2015 (Both days inclusive)
(iv)Dividend Payment Date
The Board of Directors of your Company has not recommended any Dividend for the year under review.
(v)Listing on Stock Exchanges
The Shares of the Company are listed on the following stock exchanges:
S. No. Stock Exchange Security Code
1BSE Limited: 511726
2National Stock Exchange of India Limited#: VIPULLTD
The Company has been delisted from Madras Stock Exchange during the year due to de-recognition of Madras Stock Exchange by SEBI.
Listing fees, as applicable, has been paid for Financial Year 2015-16.
(vi)Financial Calender for Financial Year 2015-16 (indicative)
The quarterly/half-yearly/annual results will be taken on record by the Board of Directors as per the schedule below:
Second Quarter/Half Yearly results: on or before November 14, 2015
Third Quarter results: on or before February 14, 2016
Fourth Quarter/Audited Annual results: on or before May 30, 2016
(viii)Registrar and Share Transfer Agents
M/s MAS Services Limited, (Unit: Vipul Limited)T-34, Ilnd Floor, Phase-II, Okhla Industrial Area, New Delhi-110020Tel No. : 011-26387281-83, Fax No. : 011- 26387384, E-mail : firstname.lastname@example.org
(ix)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 a Company Secretary in Practice relating compliance with the shares transfer formalities as required under Clause 47 (c) of the Listing Agreement with the Stock Exchange and files a copy of the certificate with the Stock Exchanges, from time to time.
xii) 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 scriptless trading. For this purpose, members can open a de-mat account with any depository participant (DP) to avail the facility of dematerialization of shares or shareholders having de-mat account can surrender their share certificate to their respective DPs. As on 31st March 2015, 99.44% of the Company's total listed capital representing 119310410 shares was held in dematerialized form and the balance 0.56 % comprising 674070 shares were held in physical form.
Under the depository system, the International Securities Identification Number (ISIN) allotted to the Company is INE946H01037.
(xiii) 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, Phase-II, Okhla Industrial AreaNew Delhi-110020. Phone: 011-26387281-83, Fax: 011-26387384Email: email@example.com
Mr. Vivek Chaudhary, Company Secretary is the Compliance Officer of the Company and Investors' complaint may also be addressed to him at the following address:
Vipul LimitedVipul Techsqaure, Golf Course Road, Sector-43, Gurgaon-122010Telephone: 0124-4065500, Fax: 0124-4061000; Email: firstname.lastname@example.org
(xiv)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.
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 Regus Rectangle, Level 4, Rectangle 1, D4, Commercial Complex, Saket, New Delhi-110017 and Corporate Office of the Company is situated at Vipul Techsquare, Golf Course Road, Sector-43, Gurgaon -122009.
Mr. Punit Beriwala, Managing Director and Mr. Ajay Agrawal, Chief Financial Officer of the Company gives quarterly/annual certification on financial reporting and internal controls in terms of Clause 41 and 49 IX of the Listing Agreement.