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Vipul Ltd.

BSE: 511726 Sector: Infrastructure
NSE: VIPULLTD ISIN Code: INE946H01037
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OPEN 16.95
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VOLUME 5
52-Week high 26.40
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OPEN 16.95
CLOSE 16.15
VOLUME 5
52-Week high 26.40
52-Week low 10.68
P/E
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vipul Ltd. (VIPULLTD) - Auditors Report

Company auditors report

TO THE MEMBERS OF VIPUL LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements ofVIPUL LIMITED ("the Company") which comprise the Balance Sheet as at 31st March2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flows and the Statement of Changes in Equity and notes to the financialstatements for the year then ended on that date including a summary of significantaccounting policies and other explanatory information (herein after referred to as"Standalone Financial Statements").

In our opinion and to the best of our information and according to theexplanations 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 2022its losses (including Other Comprehensive Income) changes in equity and its cash flowsfor the year ended on that date.

Basis for Qualified Opinion

2. Cash and cash equivalents include cheques in hand aggregating toRs.598.41 lakhs collected from customers towards advances/booking amount. As stated by themanagement these are yet to be presented for encashment at the request of customers. Weare therefore unable to comment on the effect of such advances/booking amount on therevenue recognition under the percentage completion method.

3. We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial 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 Matters

4. We draw your attention to the following matters included in theNotes to the Standalone Financial Statements:

i. Note No. 48 which describes the uncertainties and the impact ofCovid- 19 pandemic the overall sluggishness in the Indian economy and slump in the RealEstate Industry on the company's operations resulting in non-deposit of undisputedstatutory dues of Goods and Services Tax Income Tax deducted at Source Provident Fundand ESI.

ii. Note 47 to the financial results which states the reasons for notaccounting for the accrued interest payable to PNB Housing Finance Limited.

iii. Note 50 to the financial results which relates to non-provision ofinterest on advance received from customers as negotiations for settlement of the same inunder progress.

iv. Note 51 which states that the Company is in the process ofreconciling the GST payable and input credit with the books of accounts and the returns.The impact if any will be recognized after the completion of such reconciliation.

v. Note No. 49 which relates to various claims and counter claims whichpending before the Arbitral Tribunal.

vi. Note 42 which states that certain balances under Loans Advancesand Trade Receivables are subject to balance confirmations.

Our opinion is not modified in respect of these matters.

Key Audit Matters

5. Key Audit Matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe 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. We have determined the matters describedbelow to be the key audit matters to be communicated in our report.

Sr. No Key Audit Matter Auditor's Response
1 Investment in Subsidiaries/ Joint Ventures and Associates Besides obtaining an understanding of Management's processes and controls with regard to testing the impairment of the unquoted equity instruments in loss making subsidiaries and associates. Our procedures included the following:
The impairment review of unquoted equity instruments and debt with a carrying value of Rs. 2362.98 lakhs is considered to be a risk area due to the size of the balances as well as the judgmental nature of key assumptions which may be subject to management override. The carrying value of such unquoted equity instruments and debt is at risk of recoverability. The net worth of some of the underlying entities has significantly eroded and does not have projects under development. The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows. • Engaged internal fair valuation experts to challenge management's underlying assumptions and appropriateness of the valuation model used;
• Compared the Company's assumptions with comparable benchmarks in relation to key inputs such as long-term growth rates and discount rates;
• Assessed the appropriateness of the forecast cash flows within the budgeted period based on their understanding of the business and sector experience;
• Considered historical forecasting accuracy by comparing previously forecasted cash flows to actual results achieved; and
• Performed a sensitivity analysis in relation to key assumptions
2 Revenue recognition - accounting for construction contracts In responding to the identified key audit matter we completed the following audit procedures:
There are significant accounting judgements including estimation of costs to complete determining the stage of completion and the timing of revenue recognition. The Company recognises revenue and profit/loss on the basis of stage of completion based on the proportion of contract costs incurred at balance sheet date relative to the total estimated costs of the contract at completion. The recognition of revenue and profit/loss therefore rely on estimates in relation to total estimated costs of each contract. Cost contingencies are included in these estimates to take into account specific uncertain risks or disputed claims against the Company arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate. • Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness;
• Testing the relevant information technology systems' access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard;
• Testing a sample of contracts for appropriate identification of performance obligations;
• For the sample selected reviewing for change orders and the impact on the estimated costs to complete;
• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings

Other Information

6. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis; Board's Report including Annexures to Board Report BusinessResponsibility Report Corporate Governance and Shareholders' Information but does notinclude the standalone financial statements and our auditor's report thereon. Theaforesaid documents are expected to be made available to us after the date of thisauditor's report.

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

8. In connection with our audit of the standalone financial statementsour responsibility is to read the other information when it becomes available and indoing so consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained in the audit or otherwiseappears to be materially misstated.

9. When we read the aforesaid documents if we conclude that there is amaterial misstatement therein we are required to communicate the matter to those chargedwith governance.

Management's Responsibility for the Standalone Financial Statements

10. The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

11. 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.

12. The Board of Directors are also responsible for overseeing thecompany's financial reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

13. Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.

14. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional skepticism 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. Under Section 143(3) (i) ofthe Companies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness 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.

15. 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.

16. 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.

17. 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 matters or when we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

18. Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

Report on Other Legal and Regulatory Requirements

19. As required by the Companies (Auditor's Report) Order 2020("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 mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

20. 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 Cash Flow Statement and the Statement of Changes inEquity dealt 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 read withRule 7 of the Companies (Accounts) Rules 2014.

(e) The matters described in the Emphasis of Matter paragraph above inour opinion may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2022 from being appointed as a director interms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(h) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended:

According to the information and explanations given to us and therecords of the company examined by us total managerial remuneration paid as reflected inthe financial statements for the year ended 31st March 2022 are in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theAct as applicable.

However the Company had made default of repayment of loans taken fromvarious lenders being banks/public financial institutions and was in default at the timeof such payments/ provision. As required under 197(3) of the Act 2013 prior approvalfrom such lenders has not been obtained.

(i) 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:

a. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - Refer Note 39 of the standalone financialstatements.

b. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

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

d. (i) The Management has represented that to the best of itsknowledge and belief no funds

(which are material either individually or in the aggregate) have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other person or entity includingforeign entity ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(ii) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;

(iii) Based on the audit procedures that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)as provided under (i) and (ii) above contain any material misstatement.

e. The Company has neither proposed any dividend in the previous yearor in the current year nor paid any interim dividend during the year.

For JSUS & Associates
Chartered Accountants
(Firm Registration Number: 329784E)
Sd/-
(Adrish Roy)
Place : Kolkata Partner
Date : May 30 2022 (Membership Number 055826)
UDIN: 22055826AJXNTT6386

ANNEXURE- A: TO THE INDEPENDENT AUDITOR'S REPORT

To the Members of VIPUL LIMITED

[Referred to in paragraph 18 of the Auditors' Report of even date]

1. (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of its Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) The Property Plant & Equipment are physically verified by themanagement according to a phased programme designed to cover all the items over a periodof three years which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. Pursuant to the programme a portion of theProperty Plant & Equipment has been physically verified by the management during theyear and no material discrepancies between the book records and the physical inventoryhave been noticed.

(c) According to the information and explanations given to us and therecords of the Company examined by us the title deed of the immovable property of theCompany is not held in the name of the Company. Details of the property is given below:

Details of title deed of immovable property not held in the name of the Company

Description of Property Gross Carrying Value (Rs. In lakhs) Held in name of Whether Promoter Director or their relative or employee Holding Period Reason for not being held in the name of the Company Is the property under dispute (Y/N)
Land & Building 451.08 Vipul Infracon Pvt Ltd. (erstwhile Tarupit Exports Private Limited) No 13 years 5 months Paucity of Funds No

(d) According to the information and explanations given to us and therecords of the company examined by us the Company has not revalued any of its PropertyPlant and Equipment or Intangible assets during the year.

(e) According to the information and explanations given to us noproceeding has been initiated during the year or are pending against the Company as atMarch 312022 for holding any benami property under the Benami Transactions (Prohibition)Act 1988 (as amended in 2016) and rules made thereunder.

2. (a) The inventory has been physically verified by the managementduring the year. The discrepancies

noticed on physical verification of inventory as compared to bookrecords were not material and have been properly dealt with in the books of account. Inour opinion the frequency of verification is reasonable.

(b) According to the information and explanations given to us and therecords of the company examined by us the Company had not submitted quarterly statementof current assets in respect of its working capital borrowing. This borrowing has beenrepaid as on 31st March 2022.

3. (a) (A)According to the information and explanations given to us andbased on the audit procedures

conducted by us the Company has granted unsecured loans to itssubsidiary and an entity in which a KMP is interested which are parties covered in theregister maintained under section 189 of the Companies Act 2013. For details refer belowtable.

Name of the Company Relationship Aggregate amount given during the year (Rs. in Lakhs) (excluding interest) Balance outstanding at the balance sheet data (Rs. in Lakhs) (excluding interest)
High Class Projects Ltd. Subsidiary 406.39 4867.92
Naman Tea Pvt. Ltd. Entity in which a KMP is inte ested 665.00 Nil

(a) (B)The Company has not granted any unsecured loans or provided anysecurity or guarantees to any parties other than subsidiary company during the currentyear .Hence Reporting under this clause is not applicable

(b) As per the information and explanations given to us the terms andconditions of these loans in our opinion are not prima-facie prejudicial to the interestsof the Company.

(c) There is no stipulation regarding recovery of loans as these loansare repayable on demand.

(d) The aforesaid loans being repayable on demand there is no amountoverdue for more than ninety days in respect of recovery of principal and interest of theabove loans.

(e) Since the above loans are repayable on demand reporting under thisclause is not applicable.

(f) According to information and explanation given to us and records ofthe Company examined by us details of loans repayable on demands are as per below given

(Rs. in Lakhs)

All Parties Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A) 4867.92
- Agreement does not specify any terms or period of repayment (B) -
Total (A+B) 4867.92
Percentage of loans/ advances in nature of loans to the total loans 100%

4. According to the information and explanations given to us and therecords of the Company examined by us the provisions of section 185 and 186 of theCompanies Act 2013 have been complied with in respect of loans investments guaranteesand securities given by the Company.

5. The Company has not accepted any deposits or amounts which aredeemed to be deposits within the meaning of Sections 73 to 76 of the Act and the rulesframed there under. Further no orders have been passed by Company Law Board or NationalCompany Law Tribunal or Reserve Bank of India or any court or any other tribunal whichcould impact the Company.

6. We have broadly reviewed the books of accounts maintained by theCompany pursuant to the order made by the Central Government for the maintenance of costrecords under section 148(1) of the Act and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not howevercarried out any detailed examination of such records and accounts.

7. (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is not regular indepositing the undisputed statutory dues such as provident fund income-tax goods andservice tax with the appropriate authorities.

The details of the extent of arrears of outstanding statutory dues asat the last day of the financial year for a period of more than six months from the datethey become are as given below:-

Name of the statute Nature of dues Amount (Rs. in Lacs) Financial year for which the amount relates
Income Tax Act 1961 Tax deducted at source 334.99 2019-20 2020-21 2021-22
Central Goods and Service Tax Act 2017 and Haryana State Goods and Service Tax Act 2017 Goods and Service Tax Act 179.34 2020-21

(b) According to the information and explanations given to us and therecords of the Company examined by us the particulars of dues of income tax value addedtax and sales tax as at 31st March 2022 which has not been deposited on account of adispute are as follows-

S. No Name of the statute Nature of dues Amount (Rs. in Lacs) Financial year for which the amount relates Forum where the dispute is pending
1 Income Tax Act 1961 Income Tax Demand 1368.05(*) 2004-05 2012-13 201314 2015-16 2016-17 2017-18 CIT (Appeals) New Delhi
2 Income Tax Act 1961 TDS Demand 141.47(**) 2014-15 2015-16 201617 2017-18 CIT (Appeals) New Delhi
3 Orissa Value Added Tax 2004 VAT Demand 141.63(***) 2009-10 2011-12 201415 2015-16 Odisha High Court & JCCT Odisha
4 Haryana Value Added Tax2003 VAT Demand 1837.38 2014-15 2015-16 201617 Excise and Taxation Commissioner Haryana
5 Service Tax (Finance Act 1994) Service Tax Demand 92.00 2003-04 2004-05 201415 to 2017-18(upto June- 17) Joint Commissioner Service Tax New Delhi
6 Service Tax (Finance Act 1994) Service Tax Demand 757.29 2010-11 to 2013-14 2014152015-16 Appeal filed before CAET
7 Service Tax (Finance Act 1994) Service Tax Demand 700.49(****) 2010-11 to 2013-14 2014152015-16 Appeal filed before CAET

*Net of 69.16 (Rs. In lacs) (PY 69.16) adjusted with demand.

**Net of 8.76 (Rs. In lacs) (PY 8.76 (Rs. in lacs)) paid underprotest.

***Net of 15.98 (Rs. In lacs) (PY 15.98) paid under protest.

****Net of 56.80 (Rs. In lacs) (PY 56.80) paid under protest.

8. There were no transactions relating to previously unrecorded incomethat have been surrendered or disclosed as income during the year in the tax assessmentsunder the Income Tax Act 1961 (43 of 1961).

9. (a) According to the information and explanation given to us and therecords of the company examined

by us the Company has defaulted in the repayment of dues of certainbanks and financial institutions as detailed below:

Nature of borrowing Name of Bank/ Financial Institution Amount not paid on Due Date Whether Interest or Principal No of days of delay or unpaid Remarks
Unsecured Loans / ICDs Various 5248.70 lakhs Both 1 to 2 years Certain balances are outstanding for less than 1 year

The secured loan from PNB Housing Finance Limited has been transferredto another developer in accordance with the Joint Development Agreement signed by theCompany.

(b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.

(c) According to the information and explanations given to us and therecords of the Company examined by us the Company has applied the term loans for thepurpose for which the loans were obtained.

(d) On an overall examination of the financial statements of theCompany funds raised on short-term basis have prima facie not been used during the yearfor long-term purposes by the Company.

(e) According to the information and explanations given to us theCompany has not taken any funds from any entity or person on account of or to meet theobligations its subsidiaries associates or joint ventures hence reporting under thisclause is not applicable.

(f) According to the information and explanations given to us theCompany has not raised loans during the year on the pledge of securities held in its anysubsidiaries associates or joint ventures hence reporting under this clause is notapplicable.

10. (a) The Company has not raised moneys by way of initial publicoffer or further public offer (including debt instruments) during the year and hencereporting under this clause is not applicable.

(b) During the year the Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully or partly oroptionally) and hence reporting under this clause is not applicable.

11. (a) During the course of our examination of the books and recordsof the Company carried out in accordance with the generally accepted auditing practicesin India and according to the information and explanations given to us we have neithercome across any instance of fraud on or by the Company noticed or reported during theyear nor have we been informed of such case by the management.

(b) No report under sub-section (12) of section 143 of the CompaniesAct has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and up to the date ofthis report.

(c) According to the information and explanations given to us and therecords of the Company examined by us the Company has not received any complaints fromany whistle-blower during the year (and up to the date of this report) and hence reportingunder this clause is not applicable.

12. The Company is not a Nidhi Company and hence reporting under thisclause is not applicable.

13. According to the information and explanations given to us and therecords of the Company examined by us the Company has complied with the requirements ofsections 177 and 188 of the Act with respect to its transactions with the related parties.Pursuant to the requirement of the applicable Accounting Standard details of the relatedparty transactions have been disclosed in Note 53 of the standalone financial statementsfor the year under audit.

14. (a) In our opinion the Company has an internal audit system . Theinternal audit system is being further strengthened to make it commensurate with the sizeand the nature of its business.

(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.

15. In our opinion during the year the Company has not entered into anynon-cash transactions with its directors or persons connected with its directors. andhence provisions of section 192 of the Companies Act 2013 are not applicable to theCompany.

16. (a) & (b) In our opinion the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934. Hence reportingunder clause 3 (xvi) (a) and (b) is not applicable.

(c) In our opinion there is no core investment company within theGroup (as defined in the Core Investment Companies (Reserve Bank) Directions 2016) andhence reporting under this clause is not applicable.

17. The Company has incurred cash losses during the current and theimmediately preceding financial year. The amount of cash losses for the aforesaid yearsare given below:

Years Cash Losses (Rs. In lakhs)
FY 2020-21 6635.45
FY 2021-22 3446.28

The above cash losses have been computed as per guidance note on CAROissued by ICAI. Our opinion has been arrived at without considering the effect ofqualification for the purpose of making comments in respect of this clause.

18. There has been no resignation of the statutory auditors of theCompany during the year.

19. On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsthere is no material uncertainty that exists as on the date of the audit report that theCompany is capable of meeting its liabilities existing at the date of balance sheet as andwhen they fall due within a period of one year from the balance sheet date although theCompany has incurred cash losses in the current year and the previous year the Company hassubstantial loans and have defaulted in repayment of such loans. We refer to Note 47 whichstates the liability of the loan has been taken over by another developer as a partconsideration for development rights of a project. Accordingly the we are of the opinionthat the Company will be able to repay its remaining liabilities as and when they becomedue.

We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsthere is no material uncertainty that exists as on the date of the audit report that theCompany is capable of meeting its liabilities existing at the date of balance sheet as andwhen they fall due within a period of one year from the balance sheet date although theCompany has incurred cash losses in the current year and the previous year the Company hassubstantial loans and have defaulted in repayment of such loans. We refer to Note 47 whichstates the liability of the loan has been taken over by another developer as a partconsideration for development rights of a project. Accordingly the we are of the opinionthat the Company will be able to repay its remaining liabilities as and when they becomedue.

We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

20. (a) According to information and explanation given to us andrecords of the Company examined by us no amount was unspent in respect of other thanongoing projects for the current year hence reporting under this clause is not applicable.

(b) The company has not transferred the remaining unspent amount inrespect of ongoing projects to a Special Account till the end of financial year. HoweverCompany has transferred the unspent amount to fund specified in schedule VII of the Actwithin thirty days from the end of the financial year as permitted under the sub-section(6) of section 135 of the Act.

21. In our opinion and according to information and explanation givento us the following companies incorporated in India and included in the consolidatedfinancial statements have certain remarks included in their reports under the Companies(Auditor's Report) Order (CARO) 2020 which have been reproduced as per the requirementsof CARO 2020:

Clause No. of CARO report Pertains to Name of Entity Relationship
Clause xvii Cash Losses i. Vipul Eastern Infracon Private Limited ii. Ritwiz Builders and Developers Private Limited iii. Vipul Southern Infracon Limited iv. United Buildwell Private Limited v. URR Housing and Construction Private Limited vi. Vipul Hospitality Limited vii. High Class Projects Limited Wholly owned Subsidiary
i. Abhipra Trading Private Limited ii. Bhatinda Hotels Limited iii. Vineeta Trading Private Limited Subsidiary
Clause xix Material uncertainty of meeting its liabilities existing at the date of balance sheet i. Ritwiz Builders and Developers Private Limited ii. URR Housing and Construction Private Limited iii. Vipul Hospitality Limited iv. High Class Projects Limited Wholly owned Subsidiary
i. Abhipra Trading Private Limited ii. Bhatinda Hotels Limited Subsidiary
Clause vii (a) Undisputed statutory dues not deposited for more than six months i. Vipul Eastern Infracon Private Limited ii. Vipul Southern Infracon Limited iii. United Buildwell Private Limited iv. URR Housing and Construction Private Limited v. Vipul Hospitality Limited vi. High Class Projects Limited Wholly owned Subsidiary
Clause vii (b) Disputed statutory dues i. Vipul Eastern Infracon Private Limited ii. Ritwiz Builders and Developers Private Limited iii. URR Housing and Construction Private Limited Wholly owned Subsidiary
i. Graphic Research Consultants (India) Private Limited ii. Vineeta Trading Private Limited Subsidiary
i. Maxworth Marketing Private Limited ii. Mudra Finance Limited Associate
Clause ix (a) Default in repayment of debts High Class Projects Limited Wholly owned Subsidiary
For JSUS & Associates
Chartered Accountants
(Firm Registration Number: 329784E)
Sd/-
(Adrish Roy)
Place : Kolkata Partner
Date : May 30 2022 (Membership Number 055826)
UDIN: 22055826AJXNTT6386

ANNEXURE- B: TO THE INDEPENDENT AUDITOR'S REPORT

To the Members of VIPUL LIMITED

[Referred to in paragraph 19 (g) of the Independent Auditor's Report ofeven 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 financialreporting of VIPUL LIMITED ("the Company") as of 31st March 2022 inconjunction with our audit of The Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Control

2. The Company's management is responsible for establishing andmaintaining internal financial control 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 (the "Guidance Note") issued by the Institute of CharteredAccountants of India (ICAI). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the "Guidance Note" and the Standard on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Act 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 andmaintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting includes obtaining an understanding of internal financial control over financialreporting assessing the risk that a material Weakness exists and testing and evaluatingthe 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 therisk of material misstatement of the financial statement 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 over financial reporting.

Meaning of Internal Financial Control over Financial Reporting

6. A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally 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 reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company;

2) provide reasonable assurance that the transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditure of the Company are beingmade only in accordance with authorization of management and directors of company; and

3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the Company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Control over FinancialReporting

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

Opinion

8. In our opinion the Company has in all material respect anadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at 31st March2022 based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Control Over Financial Reporting issued by ICAI.

For JSUS & Associates
Chartered Accountants
(Firm Registration Number: 329784E)
Sd/-
(Adrish Roy)
Place : Kolkata Partner
Date : May 30 2022 (Membership Number 055826)
UDIN: 22055826AJXNTT6386

.