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Vipul Ltd.

BSE: 511726 Sector: Infrastructure
NSE: VIPULLTD ISIN Code: INE946H01037
BSE LIVE 11:29 | 23 Nov 81.00 -0.20
(-0.25%)
OPEN

81.50

HIGH

85.60

LOW

80.05

NSE 11:14 | 23 Nov 80.50 -0.50
(-0.62%)
OPEN

81.25

HIGH

85.45

LOW

80.05

OPEN 81.50
PREVIOUS CLOSE 81.20
VOLUME 48573
52-Week high 102.45
52-Week low 54.20
P/E 253.13
Mkt Cap.(Rs cr) 972
Buy Price 80.90
Buy Qty 80.00
Sell Price 81.00
Sell Qty 150.00
OPEN 81.50
CLOSE 81.20
VOLUME 48573
52-Week high 102.45
52-Week low 54.20
P/E 253.13
Mkt Cap.(Rs cr) 972
Buy Price 80.90
Buy Qty 80.00
Sell Price 81.00
Sell Qty 150.00

Vipul Ltd. (VIPULLTD) - Auditors Report

Company auditors 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 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information. Thesefinancial statements are the responsibility of the company's management. Ourresponsibility 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 Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making

judgements and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair 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 statementsbased on our audit.

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

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

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of ma te ria l m i ssta te me nt of th e

risks of material misstatement of the standalone financial statements whether due tofraud or error. In making those risk assessments the auditor considers internal financialcontrol relevant to the Company's preparation of the standalone financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone financialstatements.

We believe that the audit evidence we have

7. obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Opinion

8- In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2017 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 financialstatements:

a. Various claims and counter claims pending before the Arbitral Tribunal ( Refer Noteno.37).

b. Certain balances under Loans and Advances and Trade Receivables are subject toconfirmation. (Refer note no. 38).

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 ofthe Act we give in the Annexure-A a statement on the matters specified in paragraphs 3and 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 bestof 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 theCompany 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 Statementdealt with by this report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls we refer to ourseparate report in "Annexure B"; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialpositions in the standalone financial statements.

(b) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on longterm contracts for which therewere any material foreseeable losses.

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

(d) The Company has provided requisite disclosures in the standalone financialstatements as to holding as well as dealings in Specified Bank Notes during period from8th November 2016 to 30th December 2016. Based on the audit procedures and relying onthe management representation we report that the disclosures are in accordance with booksof account maintained by the Company and as produced to us by the management.

For L B Jha & Co.
Chartered Accountants
Firm's Registration No. 301088E
sd/-
Satyabrata Pati
Partner
Membership No. 095080
Place: Gurugram
Date: 29th May 2017

ANNEXURE- A: TO THE AUDITORS' REPORT

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 fixedassets.

(b) The fixed assets of the company have been physically verified by the managementduring the year and no material discrepancies between the book records and the physicalinventory 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 disclosedin Note.8 on Fixed Assets. The title deed of such immovable property is yet to beregistered in the name of the . Company.

2. The company has conducted physical verification of inventory at reasonable intervalsand no material discrepancies were noticed on such verification as compared to the bookrecords.

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

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

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

6. We have broadly reviewed the books of account maintained by the company specified bythe Central Government for the maintenance of cost records under sub-section (1) ofsection 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 theprescribed 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 opinionthe undisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cessand any other statutory dues as applicable have generally been regularly deposited withthe appropriate authorities though there has been delays in some cases. According to theinformation and explanations given to us no undisputed amounts payable in respect thereofwere in arrears as at the last day of the financial year for a period of more than sixmonths from the date they become payable.

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

Name of the statute Nature of dues Amount

(Rs)

Financial year for which the amount relates Forum where the dispute is pending
Service Tax ( Finance Act 1994). Service Tax Demand 1610821 2003-04 2004-05 Joint Commissioner Service Tax New Delhi
Income Tax Act 1961 Income Tax Demand 94460596 2004-05 2012-13 2013-14 CIT( Appeals) New Delhi
Orissa Value Added Tax 2004 VAT demand 10637133(*) 2009-10 2011-12 Odisha High Court & JCCT Odisha

(*) Net of Rs.1597633/- (PY Rs. 849321) paid under protest.

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

9. According to the information and explanation given to us the monies raised throughdebt instruments and term loans during the year were applied for the purposes for whichthose raised by the company

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

11. According to the information and explanations given to us and the records of thecompany examined by us total managerial remuneration paid as reflected in the financialstatements for the year ended 31st March 2017 are in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act asapplicable.

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 thecompany examined by us the company has complied with the requirements of sections 177 and188 of the Act wherever applicable with respect to its transactions with the relatedparties. Pursuant to the requirement of the applicable Accounting Standard details of therelated party transactions have been disclosed in Note.40 of the financial statements forthe year under audit.

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

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

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

For L B Jha & Co.
Chartered Accountants
Firm's Registration No. 301088E
sd/-
Satyabrata Pati
Partner
Membership No. 095080
Place: Gurugram
Date: 29th May 2017

ANNEXURE- B: TO THE AUDITORS' REPORT

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 Section143 of the Companies Act 2013("the Act")

1. We have audited the internal financial controls over financial reporting of VipulLimited ("the Company") as of March 312017 in conjunction with our audit of thefinancial 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 internalfinancial control based on the internal control over financial reporting criteriaestablished by the company considering the essential components of internal control statedin 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 adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the "Guidance Note" and the Standard on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintaining and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includesobtaining an understanding of internal financial control over financial reportingassessing the risk that a material Weakness exists and testing and evaluating the designand operating effectiveness of internal controls based on the assessed risk. The procedureselected depends on the auditor's judgment including the assessment of the risk ofmaterial 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 toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Control over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Control over Financial Reporting

7. Because of inherent limitation of internal financial control over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to errors or fraud may occur and not be detected.Also projections of any evaluations of the internal financial control over financialreporting to future periods are subject

to the risk that the internal financial control over financial reporting may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respect an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Control Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For L B Jha & Co.
Chartered Accountants
Firm's Registration No. 301088E
sd/-
Satyabrata Pati
Place: Gurugram Partner
Date: 29th May 2017 Membership No. 095080