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V I P Industries Ltd.

BSE: 507880 Sector: Consumer
NSE: VIPIND ISIN Code: INE054A01027
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OPEN 405.00
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VOLUME 17553
52-Week high 423.40
52-Week low 235.00
P/E
Mkt Cap.(Rs cr) 5,507
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 405.00
CLOSE 403.70
VOLUME 17553
52-Week high 423.40
52-Week low 235.00
P/E
Mkt Cap.(Rs cr) 5,507
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

V I P Industries Ltd. (VIPIND) - Auditors Report

Company auditors report

To the Members of V.I.P. Industries Limited

Report on the audit of the Standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statementsof V.I.P. Industries Limited ("the Company") which comprise the balance sheetas at March 31 2020 the statement of Profit and Loss (including Other ComprehensiveIncome) statement of changes in equity and statement of cash flows for the year thenended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and accordingto the explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2020and total comprehensive income (comprising of profit and other comprehensive income)changes in equity and its cash flows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw your attention to the Note 38 to the standalone financialstatements which describes the management's assessment of the impact of the outbreak ofCoronavirus (Covid-19) on the business operations of the Company. The management believesthat no adjustments are required in the standalone financial statements as it does notimpact the current financial year however in view of the various preventive measurestaken (such as complete lock-down travel restrictions etc.) and highly uncertain economicenvironment a definitive assessment of the impact on the subsequent periods is highlydependent upon circumstances as they evolve. Our opinion is not modified in respect ofthis matter.

Key audit matters

5. Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
1. Estimation of rebates discounts and sales returns Our procedures included the following:
(Refer notes 3A(ii) to the Standalone financial statements) The Company sells its products through various channels like modern trade distributors retailers institutions etc. and recognises liabilities related to rebates discounts and right of return. • Obtained an understanding from the management with regard to controls relating to recording of rebates discounts sales returns and the estimation of revenue period end provisions and tested the operating effectiveness of such controls;
As per the accounting policy of the Company the revenue is recognised upon transfer of control of goods to the customer and thus requires an estimation of the revenue taking into consideration rebates discounts and right of return as per the terms of the contracts. • Tested the inputs used in the estimation of revenue in context of rebates discounts and sales returns to source data;
• Assessed the underlying assumptions used for determination of rebates discount rates sales returns etc.;
With regard to determination of revenue the management is required to make significant estimates in respect of following:
• Ensured completeness of liabilities recognised by evaluating the parameters for sample schemes;
• the rebates/ discounts linked to sales which will be given to the customers pursuant to schemes offered by the Company; • Performed analysis for past trends by comparing recent actuals with the estimates of earlier periods and assessed subsequent events;
• provision for sales returns where the customer has right to return the goods to the Company; and • Tested credit notes issued to customers and payments made to them during the year and subsequent to the year end in along with the terms of the related schemes.
• compensation (discounts) offered by the customers to the ultimate consumers at the behest of the Company.
Based on the above procedures we did not identify any significant deviation to the assessment made by management in respect estimation of rebates discounts and sales returns.
The matter has been determined to be a key audit matter in view of the involvement of significant estimates by the management.
2. Assessment of litigations in respect of sales tax matters Our procedures included the following:
• We understood assessed and tested the design and operating effectiveness of key controls surrounding assessment of litigations;
(Refer note 21 and 40 in the Standalone financial statements)
• We discussed with management the recent developments and the status of these matters;
The Company has litigations in respect of certain sales tax matters. In this regard the Company has recognised a provision and has disclosed contingent liabilities as at March 312020.
• We performed our assessment on the underlying calculations supporting the provisions recorded or other disclosures made in the standalone financial statements;
Significant management judgment is required to assess these matters and to determine the probability of material outflow of economic resources and whether a provision should be recognised or a disclosure should be made. Where considered relevant the management judgement is also supported with legal advice in these cases. • We also used auditor's experts to evaluate the management's assessment of these matters and monitored changes in the disputes by reading external legal advice taken by the Company where relevant to establish the appropriateness of the provisions / disclosures;
• We evaluated management's assessment of the matters that are not disclosed as the probability of material outflow is considered to be remote by the management; and
• We assessed the adequacy of the Company's disclosures.
We focused on this area as the ultimate outcome of matters are uncertain and the positions taken by the management are based on the application of judgement related legal advice including those relating to interpretation of laws and regulations. Based on the above work performed we did not identify any significant deviation to the assessment made by management in respect of provisions recognised and disclosures made in 'contingent liabilities' relating to these sales tax matters in the standalone financial statements.

Other Information

6. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the annualreport but does not include the standalone financial statements and our auditor's reportthereon.

7. Our opinion on the standalone financial statements does not coverthe other information and we do not express any form of assurance conclusion thereon.

8. In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Responsibilities of management and those charged with governance forthe financial statements

9. The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

10. In preparing the financial statements management is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

11. Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.

12. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

13. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

14. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

15. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

16. 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 B a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

(b) In our opinion proper books of account as required by law havebeen 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 (includingother comprehensive income) the Statement of Changes in Equity and Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controlswith reference to standalone financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure A".

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

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note 40 to thestandalone financial statements.

ii. The Company has long-term contracts as at March 31 2020 for whichthere were no material foreseeable losses. Further the Company did not have anyderivative contracts as at March 31 2020.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

iv. The reporting on disclosures relating to Specified Bank Notes isnot applicable to the Company for the year ended March 31 2020.

18. The Company has provided for managerial remuneration in accordancewith the requisite approvals mandated by the provisions of Section 197 read with ScheduleV to the Act.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: FRN012754N/N500016
Alpa Kedia
Partner
Place: Mumbai Membership Number: 100681
Date: May 26 2020 UDIN: 20100681AAAABM4381

Annexure "A" to Independent Auditors' Report

Referred to in paragraph 17(f) of the Independent Auditors' Report ofeven date to the members of V.I.P. Industries

Limited on the standalone financial statements for the year ended March31 2020.

Report on the Internal Financial Controls with reference to standalonefinancial statements under Clause (i) of Subsection 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference tostandalone financial statements of V.I.P. Industries Limited ("the Company") asof March 31 2020 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (ICAI).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 Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financialstatements

6. A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with reference tofinancial statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control controls with reference to financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects anadequate internal financial controls system with reference to financial statements andsuch internal financial controls with reference to financial statements were operatingeffectively as at March 31 2020 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Also refer paragraph4 of the main audit report.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: FRN 012754N/N500016
Alpa Kedia
Partner
Place: Mumbai Membership Number: 100681
Date: May 26 2020 UDIN: 20100681AAAABM4381

Annexure "B" to Independent Auditors' Report

Referred to in paragraph 16 of the Independent Auditors' Report of evendate to the members of V.I.P. Industries Limited on the standalone financial statements asof and for the year ended March 31 2020.

i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Managementaccording to a phased programme designed to cover all the items over a period of 3 yearswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. Pursuant to the programme a portion of the fixed assets has beenphysically verified by the Management during the year and no material discrepancies havebeen noticed on such verification.

(c) The title deeds of immovable properties as disclosed in Note 4on Property plant and equipment and Note 5 on Investment properties to the standalonefinancial statements are held in the name of the Company except for

Asset Category Gross Block Net Block Remarks
Leasehold Land 0.01 * The asset was acquired by the Company pursuant to a scheme of amalgamation and arrangement and the change of name of the said asset is yet to be done.
Freehold Land 0.01 0.01 The Asset was mortgaged in the earlier years for issuance of Nonconvertible debentures. Title deed is not in the possession of the Company.
Building 2.02 1.84 The assets were acquired by the Company pursuant to a scheme of amalgamation and arrangement along with land and the change of name of the said land is yet to be done.

* Amount is below the rounding off norms adopted by the company

ii. The physical verification of inventory (excluding stocks with thirdparties) have been conducted at reasonable intervals by the Management during the year. Inrespect of inventory lying with third parties these have substantially been confirmed bythem. The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material and have been appropriately dealt with in the books of account.

iii. The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the registermaintained under Section 189 of the Act. Therefore the provisions of Clause 3(iii)(iii)(a) (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments orprovided any guarantees or security to the parties covered under Section 185 and 186.Therefore the provisions of Clause 3(iv) of the said Order are not applicable to theCompany.

v. The Company has not accepted any deposits from the public within themeaning of Sections 73 74 75 and 76 of the Act and the Rules framed there under to theextent notified.

vi. The Central Government of India has not specified the maintenanceof cost records under sub-section (1) of Section 148 of the Act for any of the products ofthe Company.

vii. (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing undisputed statutory dues in respect of income tax and Good andservice tax though there has been a slight delay in a few cases and is regular indepositing undisputed statutory dues including provident fund employees' stateinsurance sales tax service tax duty of customs duty of excise value added tax cessand other material statutory dues as applicable with the appropriate authorities. Alsorefer note 40 to the financial statements regarding management's assessment on certainmatters relating to provident fund.

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of service-tax and duty ofcustoms which have not been deposited on account of any dispute. The particulars of duesof income tax sales tax duty of excise value added tax and goods and service tax as atMarch 31 2020 which have not been deposited on account of a dispute are as follows:

in HmrpQi

Name of the statute Nature of dues Amount** Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 0.84 F.Y 2004-05 and F.Y. 2005-06 High Court
0.42 F.Y 2015-16 and F.Y. 2017-18 Commissioner of Income Tax Appeals
0.02 F.Y 2005-06 Assessing Officer
Central Sales Tax Local Sales Tax and Goods and Service Tax Central Sales Tax Local Sales Tax Purchase tax entry tax VAT and Goods and Service Tax 0.15 1996-97 2002-03 and 2007-08 Assistant Commissioner of Sales Tax
0.03 1992-93 1994-95 Assessing officer of Sales Tax
0.04 2001-02 to 2005- 06 High Court
0.20 1990-91 to 2015-16 Deputy Commissioner of Sales Tax (Appeals)
0.19 1993-94 1994-95 Joint Commissioner of Sales Tax (Appeals)
240.04 1983-84 to 2015-16 Sales tax Tribunal
* 2000-01 Commissioner of Sales Tax (Appeals)
0.04 2018-19 Deputy Commissioner GST (Appeals)
Central Excise Act 1994 Excise duty 0.17 2000-01 Supreme Court
0.01 2000-02 The Deputy Commissioner CGST & Central Excise

* Amount is below the rounding off norm adopted by the Company ** Netof amounts paid under protest

viii. According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution or bank or Government or dues todebenture holders as at the balance sheet date.

ix. The Company has not raised any moneys by way of initial publicoffer further public offer (including debt instruments) and term loans. Accordingly theprovisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management.

xi. The Company has provided for managerial remuneration in accordancewith the requisite approvals mandated by the provisions of Section 197 read with ScheduleV to the Act. Also refer paragraph 18 of our main audit report.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014are not applicable to it the provisions of Clause 3(xii) of the Order are not applicableto the Company.

xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as requiredIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of Clause 3(xiv) of the Order are not applicable tothe Company.

xv. The Company has not entered into any non cash transactions with itsdirectors or persons connected with him. Accordingly the provisions of Clause 3(xv) ofthe Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) ofthe Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: FRN 012754N/N500016
Alpa Kedia
Partner
Place: Mumbai Membership Number: 100681
Date: May 26 2020 UDIN: 20100681AAAABM4381