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Vipul Ltd.

BSE: 511726 | NSE: VIPULLTD |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE946H01037 | SECTOR: Construction & Contracting - Real Estate

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Auditor's Report

INDEPENDENT AUDITOR''S REPORT

TO

THE MEMBERS OF

VIPUL LTD

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Vipul Limited ( the Company), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

Management''s Responsibility for the Standalone

Finacial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone - financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit and its cash flows for the year ended on that date.

Emphasis of matter

We draw attention to the following matters in the Notes to the standalone financial statements:

a. Various claims and counter claims pending before the Arbitral Tribunal ( Refer Note no.41).

b. Certain balances under Loans and Advances and Trade Receivables are subject to confirmation. (Refer note no. 42).

Our opinion is not modified in respect of the matters mentioned above.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub -section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we refer to our separate report in “Annexure B”; and

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(a) The Company has disclosed the impact of pending litigations on its financial positions in the standalone financial statements.

(b) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts for which there were any material foreseeable losses.

(c) Amounts which were required to be transferred to the Investor Education and Protection Fund have been transferred by the Company.

To the Members of Vipul Limited

[Referred to in paragraph 9 of the Auditors'' Report of even date]

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) The Company owns one freehold immovable property ie. Land and Building as disclosed in Note.1 on Fixed Assets. The title deed of such immovable property is yet to be registered in the name of the . Company.

2. The company has conducted physical verification of inventory at reasonable intervals and no material discrepancies were noticed on such verification as compared to the book records.

3. The company has granted interest free unsecured loan to a company covered in the register maintained under Section 189 of the Act and the same is repayable on demand. The other terms and conditions of such loan are, prima facie, not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 186 of the Companies Act, 2013 with respect to the guarantee given by the company.

5. The company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the rules framed there under.

6. We have broadly reviewed the books of account maintained by the company specified by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, related to the construction of building / structures and other related activities and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities though there has been delays in some cases. According to the information and explanations given to us, no undisputed amounts payable in respect thereof were in arrears as at the last day of the financial year for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute.

Name of the statute

Nature of dues

Amount (Rs in Lacs)

Financial year for which the amount

Forum where the dispute is pending

Service Tax ( Finance Act, 1994).

Service Tax Demand

16.11

relates

2003-04, 2004-05

Joint Commissioner, Service Tax, New Delhi

Income Tax Act, 1961

Income Tax Demand

870.54 (*)

2004-05, 2012-13, 2013-14

CIT( Appeals), New Delhi

Income Tax Act, 1961

TDS Demand

43.25

2013-14, 2014-15, 2015-16

CIT( Appeals), New Delhi

Orissa Value Added Tax, 2004

VAT demand

106.37(**)

2009-10, 2011-12

Odisha High Court & JCCT. Odisha

(*) Net of 74.07(Rs. In lacs),(P.Y Nil) adjusted with demand. (**) Net of 15.98 (Rs. In lacs) (pY Rs.1,597,633/-) paid under protest.

8. The Company has not defaulted in repayment of loans or borrowing to a financial institution or banks or Government, or dues to debenture holders.

9. According to the information and explanation given to us, the monies raised through debt instruments and term loans during the year were applied for the purposes for which those raised by the company.

10. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

11. According to the information and explanations given to us and the records of the company examined by us, total managerial remuneration paid as reflected in the financial statements for the year ended 31st March 2018 are in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, as applicable.

12. The statutes related to a Nidhi Company are not applicable on the Company.

13. According to the information and explanations given to us and the records of the company examined by us, the company has complied with the requirements of sections 177 and 188 of the Act, wherever applicable, with respect to its transactions with the related parties. Pursuant to the requirement of the applicable Accounting Standard, details of the related party transactions have been disclosed in Note.47 of the financial statements for the year under audit.

14. The company has not made any preferential allotment of shares or fully or partly convertible debentures during the year under audit.

15. According to the information and explanations given to us and the records of the company examined by us, the company has not entered into any non-cash transactions, with any director of the company or persons connected with them.

16. In our opinion, and according to the information and explanations given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

To the Members of Vipul Limited

[Referred to in paragraph10(f) of the Auditors'' Report of even date]

Report on the Internal Financial Control under Clause (i) of Sub -sections 3 of Section 143 of the Companies Act, 2013(“the Act”)

1. We have audited the internal financial controls over financial reporting of Vipul Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Control

2. The Company''s management is responsible for establishing and maintaining internal financial control based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the “Guidance Note” and the Standard on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013, to the extent applicable. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintaining and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includes obtaining an understanding of internal financial control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedure selected depends on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statement, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Control over Financial Reporting

6. A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that

1) pertain to the maintenance of the records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorization of management and directors of company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statement.

Inherent Limitations of Internal Financial Control over Financial Reporting

7. Because of inherent limitation of internal financial control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to errors or fraud may occur and not be detected. Also, projections of any evaluations of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respect, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the company considering, the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting, issued by the Institute of Chartered Accountants of India.

For JSUS & Associates Chartered Accountants Firm''s Registration No. 329784E sd/-Jaydeb Sil Partner Membership No. 012723 Place: Gurugram Date: 30th May, 2018

(1) 1500 Secured , Zero per cent Coupon , Non-Convertible debentures of aggregate face value of Rs. 10,00,000/each secured against Exclusive registered Mortgage over identified units in the project at sector-53, second ranking exclusive security interest by way of registered mortgage of entire project & project land at sector-53, Gurugram and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of redemption - Redeemable at the end of 55th, 56th and 57th month from the date of allotment i.e. August 2017 in installment of 25%, 25% and 50% respectively. Return on NCDs- Min IRR 12.50%.

(2) 470 Secured , rated, listed, redeemable, Non-Convertible debentures of face value of Rs. 10,00,000/- each secured against Mortgage over immovable properties and assets pertaining to project at sector-53, Gurgaon , pari passu charge with DMI Finance Pvt Ltd. Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of redemption - for 12 Crore- 12 months moratorium up to September, 2016; for 10 crore-11 months moratorium unto September, 2016 ; for 10 crore-10 months moratorium unto September, 2016; for 15 crore-12 months moratorium up to February, 2017 and thereafter 55 equated monthly installments. Rate of Interest-19.25% p.a

(3) Loan-I from PNB Housing Finance Ltd. is secured against equitable mortgage of project land at Sector-53, Gurgaon and structure thereon, hypothecation of receivables of project & Personal Guarantee of Mr. Punit Beriwala-Managing Director. Terms of repayment- for Rs. 87.20 crore- 60 equal monthly installments starting from November 2016, Rate of Interest-14.50% pa. and for Rs.141.80 crore- 42 equal monthly nstallments after moratorium period of 18 months starting from April, 2018, Rate of Interest-13.15% p.a.

(4) Loan-II from PNB Housing Finance Ltd. is secured Extension of charge by way of equitable mortgage on project land admeasuring 19.244 acre for project ''Aarohan Residences'' exclduing land admeasuring area of 12873 sq mtr (~3.181 acres ) meant for commercial project at sector 53, Gurgaon. Hypthecation of present and future receivables of the residential project only. Terms of payment- 42 equal monthly installments after moratorium period of 18 months starting from Sept, 2019, Rate of Interest-12.50% p.a

(5) Loan-I from DMI Finance Pvt. Ltd was secured against Mortgage and pari passu charge with ILFS trust company Ltd. over immovable properties and assets pertaining to project at sector-53, Gurgaon and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- for loan of Rs. 35 crore- 12 months moratorium up to May, 2015 , for loan of Rs. 15 crore- 12 months moratorium up to 2016 , for loan of Rs. 7 crore- 12 months moratorium upto February 2016 . Rate of Interest- 19.25% p.a. for loan of Rs. 10 crore- 12 months up to May 2016 . for loan of Rs. 8 crore- 11 months moratorium upto May 2016 , for loan of Rs. 3 crore- 6 months moratorium up to May 2016 and thereafter 48 equated monthly installments. Rate of Interest- 19.25% p.a.

(6) Loan-II from DMI Finance Pvt. Ltd. is secured against pledge of equity shares of the Company held by Promoters and Personal Guarantee by Mr. Punit Beriwala-Managing Director. Terms of repayment- for Rs. 20 crores 24 equated monthly installments after moratorium period of 12 months starting from November, 2017; for Rs. 5 crores- 24 equated monthly installments after moratorium period of 12 months starting from January 2018, Rate of Interest- 18% p.a., for Rs. 10 crores- 24 equated monthly installments after moratorium period of 12 months starting from June , 2018, Rate of Interest-18% p.a., for Rs. 15 crores- 36 equated monthly installments after moratorium period of 18 months starting from April , 2019, Rate of Interest- 17% p.a.

(7) Loan from Aarkay Investments Pvt. Ltd. was secured against pledge of equity shares of the Company held by Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. . Terms of repayment- Repayment terms: repayable in 3 equal installment starting from September 2016 to November 2016. Rate of Interest-18% p.a.

(8) Loan from CMS Finest Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 09.06.2018. Rate of Interest-16% p.a.

(9) Loan from Kanupriya Commercial Pvt. Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 26.05.2018. Rate of Interest-16% p.a.

(10) Loan from Yaduka Financial Services Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 01.04.2019 .Rate of Interest-14% p.a.

(11) Loans from Paramount Realtec Private Ltd. is secured against pledge of equity shares of the Company held by Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- for Rs. 5.50 crore- Repayable on 31.03.2019, for Rs. 4.50 crore- Repayable on 16.07.2018, for Rs. 5 crore- Repayable on 17.06.2018. for Rs. 5 crore- Repayable on 13.09.2018., Rate of Interest-11% p.a.

(12) Loan-I from Kotak Mahindra Investments Ltd. was secured against mortgage of immovable properties owned by a subsidiary company and Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- 6 months moratorium up to August 2015 and 12 equal monthly installments thereafter. Rate of Interest- 17.50% p.a. (Fixed)

(13) Loan-II from Kotak Mahindra Investments Ltd was secured against mortgage of immovable properties owned by a subsidiary company & Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director and the subsidiary company. Terms of repayment- 9 months moratorium upto January, 2015 and therafter 15 monthly installments. Rate of Interest- 17.50% p.a.

(14) Loan-III from Kotak Mahindra Investments Ltd was secured against mortgage of immovable properties owned by a subsidiary company & Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director and the subsidiary company. Terms of repayment- 6 months moratorium upto February, 2016 and therafter 12 monthly installments. Rate of Interest- 16.50% p.a.

(15) Loan-IV from Kotak Mahindra Investments Ltd was secured against mortgage of immovable property owned by a subsidiary company and Personal guarantee of Mr. Punit Beriwala- Managing Director and Corporate guarantee by the subsidiary company. Terms of repayment- 12 months moratorium upto January, 2018 and therafter 12 monthly installments. Rate of Interest- 14.75% p.a.

(16) Loan from Reliance Home Finance Ltd. is secured against mortgage of project land of Vipul Greens Bhubaneswar and hypothecation of receivables of project Vipul Greens Bhubaneswar and Vipul Lavanya, Gurgaon and personal Guarantee of Mr. Punit Beriwala. Terms of Repayment- for Rs. 40 crore -6 months Moratorium upto August 2015 and then thereafter

56 monthly installments, ROI- 16.20% p.a For Rs. 5 crore - 62 monthly installments from April 2016 , ROI- 16.20% p.a . for Rs. 15 crore-36 equated installments starting from March 2017. ROI- 15.20% p.a

(17) Loan from Aditya Birla Finance Ltd. was secured against mortgage of some Villas at project Tatvam located at Sector-48, Gurgaon including building & structure thereon both present & future, hypothecation of receivables of project Tatvam and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- for loan of Rs. 15 crore- moratorium upto July 2014 and and thereafter 15 monthly installments (was repaid in October 2015), Rate of Interest- 15% p.a, for loan of Rs. 10 crore- moratorium upto June 2015, and thereafter 11 monthly installments, Rate of Interest-15.25% p.a

(18) Working Capital Term loan dropline facility from State Bank of India is secured against exclusive charge on some residential plots at Vipul World, Ludhiana and Personal Guarantee of Mr. Punit Beriwala-Managing Director, Terms of Repayment-36 structured monthly installments after moratorium period of 12 months. Rate of Interest- 11.20% p.a

(19) Vehicle loans are secured by hypothecation of financed Cars. Terms of repayment-In equal monthly instalments as per the respective repayment schedules. Rate of Interest- 9%-11% p.a.

(1) Miscellaneous Cash Credit Facility from Indian Overseas Bank is secured against equitable mortgage of a) Property at village- Chakarpur, Tehsil & District Gurgaon, sector-43, Gurgaon , b) project land at sector-71 & 72, Gurgaon owned by a subsidiary company and against collateral security of a) fixed assets of the company (excluding land building , vehicle) , b) hypothecation of stocks at site & receivables and Personal/Corporate Guarantee of Promoter/ Property owning companies. Terms of repayments- On demand . Rate of Interest- 13.50% p.a.

(2) Overdraft facility from Kotak Mahindra Bank Ltd. is secured against registered mortgage of immovable property held as investment in subsidiary company & personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment-Annual renewal. Rate of Interest- 14.55 % p.a

(3) Dropline Overdraft facility from State Bank of India is secured against exclusive charge on 3 Tatvam Villas at Sector-48, Gurgaon owned by Promoters, exclusive charge on the current and future receivables of some residential plots at Vipul World, Ludhiana and Personal Guarantee of Mr. Punit Beriwala-Managing Directors and other Tatvam Villa owners. Terms of Repayment-15 equal monthly installments after moratorium period of 21 months. Rate of Interest- 11.20% p.a

(4) Terms of Repayment- Repayable within 1 year from the date of receipt. Rate of Interest- 9%-18% p.a

For & on behalf of the Board of Vipul Limited

sd/- sd/-

Punit Beriwala Vikram Vasheshar Kochhar

Managing Director Director

DIN:00231682 DIN:03098195

Place: Gurugram

Date: August 14, 2018

.