Home  »  Company  »  Vipul Ltd.  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of Vipul Ltd.

Mar 31, 2023

VIPUL LIMITED

Report on the Audit of the Standalone Financial Statements Qualified Opinion

1. We have audited the accompanying standalone financial statements of VIPUL LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity and notes to the financial statements for the year then ended on that date, including a summary of significant accounting 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 the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its losses (including Other Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

2. Matters described in Basis for Qualified Opinion:

i. Cash and cash equivalents include cheques in hand aggregating to Rs.221.56 lakhs collected from customers towards advances/booking amount. As stated by the management, these are yet to be presented for encashment at the request of customers.

ii. The Company has taken as well as granted several secured and unsecured loans and advances during the year. The agreements/ documentation in respect of such loans and advances are in the process of being signed. In the absence of such signed agreements, interest payable and receivable, as applicable, has been computed on the basis of the details provided by the Management where available. The impact, if any, will be recognized after the completion of such documentation.

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

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

i. Note 41 which states that certain balances under Loans, Advances and Trade Receivables are subject to balance confirmations.

ii. Note No. 48 which describes the reasons resulting in default of repayment of loans and intercorporate deposits and non-deposit of undisputed statutory dues of Income Tax deducted at Source.

iii. Note No. 49 which states that the Company has written off unsecured loans granted to a wholly owned subsidiary aggregating to Rs. 3788.44 lakhs along with reasons for the write-off.

iv. Note 52 to the financial results which relates to non-provision of interest on advance received from customers as negotiations for settlement of the same in under progress.

Our opinion is not modified in respect of these matters.

Key Audit Matters

5. Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below 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 an associate and loans/ advances to subsidiaries and joint ventures

The Company''s investments in subsidiaries, joint ventures, and an associate are recorded on the financial statements at their original cost, taking into account any impairment resulting in diminution in value. The Company evaluates these investments for impairment regularly, usually at each reporting date.

To assess impairment, the Company relies on estimates and judgments. This process involves identifying events or indicators that could lead to a decline in the value of the investments and then determining the appropriate impairment charge if necessary. Making these assessments requires significant judgment on the part of the Company, especially when projecting future cash flows related to real estate projects within these entities. The impairment review of such investments, with an opening 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.

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:

• Assessing the net worth of subsidiaries and joint ventures on the basis of latest available financial statements.

• For the investments where the carrying amount exceeded the net asset value, understanding from the Company regarding the basis and assumptions used for the projected profitability.

• Compared the Company''s assumptions with comparable benchmarks in relation to key inputs such as long-term growth rates and discount rates;

• Considered historical forecasting accuracy, by comparing previously forecasted cash flows to actual results achieved; and

• Analysing the possible indications of impairment and understanding Company''s assessment of those indications.

• Tracing loans/financial instruments advanced /repaid during the year to bank statement.

• Obtaining independent confirmations to assess completeness and existence of loans/financial instruments given to subsidiaries and joint ventures as on 31 March 2023.

• Considering the adequacy of disclosures in respect of the investments and loans and advances in subsidiaries, joint ventures and an associate

Sr.

No

Key Audit Matter

Auditor''s Response

The Company has provided loans and financial instruments to its joint ventures and subsidiaries, and it evaluates the recoverability of these loans regularly at the end of each reporting period. Due to the specific nature of the real estate industry, the Company faces higher risks regarding the possibility of recovering the amounts owed by these parties. Additionally, significant judgment is required to assess the likelihood of recovering both the working capital and project-specific loans and financial instruments. This judgment is influenced by the completion of property development projects within the agreed-upon timeframes.

Given the importance of accurately assessing the recoverability of loans and financial instruments to subsidiaries and joint ventures and the significant judgment and estimation involved in this process, the measurement of these loans/financial instruments is considered a critical audit matter. During the audit, special attention is given to ensuring that the Company''s judgments and estimates are appropriate and well-supported.

2

Revenue recognition - accounting for construction contracts

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.

In responding to the identified key audit matter, we completed the following audit procedures:

• 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 other information. The other information comprises the information included in the Management Discussion and Analysis; Board''s Report including Annexures to Board Report, Business Responsibility Report, Corporate Governance and Shareholders'' Information but does not include the standalone financial statements and our auditor''s report thereon. The aforesaid documents are expected to be made available to us after the date of this auditor''s report.

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

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

9. When we read the aforesaid documents, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management''s Responsibility for the Standalone Financial Statements

10. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

11. In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibility for the Audit of the Financial Statements

13. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

14. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting

a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

15. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

16. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

17. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matters or when we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

18. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate 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 matters specified 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 explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account

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

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

f) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

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

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

According to the information and explanations given to us and the records of the company examined by us, total managerial remuneration paid as reflected in the financial statements for the year ended 31st March 2023 are in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, as applicable.

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

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

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

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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

(which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any

guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused 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 year or in the current year nor paid any interim dividend during the year.

f. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For JSUS & Associates, Chartered Accountants FRN - 329784E

Sd/-(Adrish Roy )

Place : Kolkata Partner

Date : June 06, 2023 (Membership Number 055826)

UDIN: 23055826BGYPAP8609


Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

TO

THE MEMBERS OF

VIPUL LTD

Report on the Standalone Financial Statements

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

Management''s Responsibility for the Standalone

Finacial Statements

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

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

Auditor''s Responsibility

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

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

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

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

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

Opinion

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

Emphasis of matter

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

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

To the Members of Vipul Limited

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

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

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

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

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

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

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

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

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

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

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

Name of the statute

Nature of dues

Amount (Rs in Lacs)

Financial year for which the amount

Forum where the dispute is pending

Service Tax ( Finance Act, 1994).

Service Tax Demand

16.11

relates

2003-04, 2004-05

Joint Commissioner, Service Tax, New Delhi

Income Tax Act, 1961

Income Tax Demand

870.54 (*)

2004-05, 2012-13, 2013-14

CIT( Appeals), New Delhi

Income Tax Act, 1961

TDS Demand

43.25

2013-14, 2014-15, 2015-16

CIT( Appeals), New Delhi

Orissa Value Added Tax, 2004

VAT demand

106.37(**)

2009-10, 2011-12

Odisha High Court & JCCT. Odisha

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

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

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

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

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

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

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

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

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

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

To the Members of Vipul Limited

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

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

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

Management''s Responsibility for Internal Financial Control

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

Auditors'' Responsibility

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

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

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

Meaning of Internal Financial Control over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Control over Financial Reporting

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

Opinion

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For & on behalf of the Board of Vipul Limited

sd/- sd/-

Punit Beriwala Vikram Vasheshar Kochhar

Managing Director Director

DIN:00231682 DIN:03098195

Place: Gurugram

Date: August 14, 2018

.


Mar 31, 2017

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, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

Management''s Responsibility for the Standalone

Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstate me n t of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have

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

Opinion

8 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 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 financial statements:

a. Various claims and counter claims pending before the Arbitral Tribunal ( Refer Note no.37).

b. Certain balances under Loans and Advances and Trade Receivables are subject to confirmation. (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 of the Act, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

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

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

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

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

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

(e)On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act;

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

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

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

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

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

(d) The Company has provided requisite disclosures in the standalone financial statements as to holding as well as dealings in Specified Bank Notes during period from 8th November, 2016 to 30th December, 2016. Based on the audit procedures and relying on the management representation, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the management.

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

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

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

(c) The Company owns one freehold immovable property ie. Land and Building as disclosed in Note.8 on Fixed Assets. The title deed of such immovable property is yet to be registered in the name of the . Company.

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

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

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

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

7. (a) According to the information and

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

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

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

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

1,610,821

2003-04, 2004-05

Joint Commissioner, Service Tax, New Delhi

Income Tax Act, 1961

Income Tax Demand

94,460,596

2004-05, 2012-13, 2013-14

CIT( Appeals), New Delhi

Orissa Value Added Tax, 2004

VAT demand

10,637,133(*)

2009-10, 2011-12

Odisha High Court & JCCT, Odisha

(*) Net of Rs.1,597,633/- (PY Rs. 849,321) paid under protest.

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

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

11. According to the information and explanations given to us and the records of the company examined by us, total managerial remuneration paid as reflected in the financial statements for the year ended 31st March 2017 are in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act, as applicable.

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

13. According to the information and explanations given to us and the records of the company examined by us, the company has complied with the requirements of sections 177 and 188 of the Act, wherever applicable, with respect to its transactions with the related parties. Pursuant to the requirement of the applicable Accounting Standard, details of the related party transactions have been disclosed in Note.40 of the financial statements for the year under audit.

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

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

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

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

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

1. We have audited the internal financial controls over financial reporting of Vipul Limited (“the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Control

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

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

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

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

Meaning of Internal Financial Control over Financial Reporting

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

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

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

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

Inherent Limitations of Internal Financial Control over Financial Reporting

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

Opinion

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

For L B Jha & Co.

Chartered Accountants

Firm''s Registration No. 301088E

sd/-

Satyabrata Pati Partner

Membership No. 095080

Place: Gurugram

Date: 29th May, 2017


Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Vipul Limited which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and Cash Flow Statement (collectively called Financial Statements) for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters specified in Section 134 (5) of the Companies Act, 2013, with respect to the preparation and presentation of the standalone financial statements that give a true and fair view of the financial position, financial performance and cash lows of the company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Companies Act, 2013, the accounting and auditing standards and the matters which are required to be included in the audit report under the provisions of the Companies Act, 2013 and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Companies Act, 2013. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether operating the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at 31st March, 2015, and its loss and its cash low for the year ended on that date:

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("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 statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143 (3) of the Companies Act, 2013, we report that:-

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c. the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with Rule 7 of the Companies ( Accounts) Rules, 2014;

e. On the basis of the written representations received from the Directors as on 31st March, 2015 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013.

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

1. The company has disclosed the impact of pending litigations on its financial position in its financial statements. (Refer Note No.34).

2. The company has made provision, as required under the applicable law or accounting standards, for the material foreseeable losses, if any, on long term- contracts.

3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

Annexure referred to in paragraph 1 of our report on Other Legal and Regulatory Requirements of even date to the members of Vipul Limited

I a. The company is maintaining proper records

showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a programme for physical veriication of fixed assets at periodic intervals by which the fixed assets are verified in a phased manner. In accordance with this programme certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its business.

II. a. The management has conducted physical verification of inventories consisting of project materials lying with the contractors and finished stocks at reasonable intervals during the year.

b. The procedure of physical verification of the inventory followed by the management is reasonable and adequate in relation to the size of the company and its nature of business.

c. The company is maintaining proper records of inventory and no material discrepancy was noted on such physical verification.

III. In the case of interest free unsecured loan granted to a wholly owned subsidiary company covered in the register maintained under section 189 of the Companies Act, 2013, the terms of arrangement do not stipulate any repayment schedule and the loan is repayable on demand. Accordingly, paragraphs 3 (iii)(a) and (b) of the order are not applicable to the company for repayment of principal and interest.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system during the course of the audit neither has been informed by the management.

V. According to the information and explanations given to us and the expert opinion obtained by the company, in our opinion the company has not accepted any deposits within the meaning sections 73 to 76 of the Companies Act, 2013 and the rules framed thereunder.

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

VII. a. The Company is generally regular in depositing

with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax and Works Contract Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Cess etc., as applicable. According to the information and explanations given to us, no undisputed amounts payable in respect there of were in arrears as at 31.03.2015 for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us, there are no dues relating to Sales Tax, Wealth Tax, Service Tax, Income Tax, etc. which have not been deposited on account of any dispute except as mentioned below:

Name of the Nature of Amount Financial Forum where statue Dues (Rs.) year for dispute is which the pending amount relates

Service Tax Service 1,610,821 2003-04 & Joint Commissioner, (Finance Tax 2004-05 Service Tax, Act, 1994) Demand New Delhi

Income Tax Income Tax 17,53,982 2003-04, Income Tax Act, 1961 Demand 2004-05 & Appellate Tribunal, 2008-09 New Delhi

Orissa Value VAT 11,224,682 2009-10 High Court of Added Tax Demand Orissa, Act, 2004 Cuttack

c. According to the information and explanations given to us and the records of the company examined by us, the amounts which were required to be transferred to Investor Education and Protection Fund during the year in accordance with the provisions of section 205C of the Companies Act,1956 and the rules made thereunder has been transferred to such fund within time.

VIII. The company does not have any accumulated losses at the end of the financial year ended 31st March, 2015. The company has incurred cash losses during the current year but not in the immediately preceding previous year.

IX. According to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

X. According to the information and explanations given to us, the Company has given corporate guarantee for loans taken by others from the financial institutions. The terms and conditions whereof are not prejudicial to the interest of the company.

XI. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans were applied for the purpose for which the loans were obtained during the year.

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

For L. B. Jha & Co.

Chartered Accountants

Firm's Reg. No.- 301088E

Sd/- (Bhaskar Auddy) Partner Membership Number: 53770 Place: Gurgaon

Date : May 30, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Vipul Limited which comprise the Balance Sheet as at March 31,2014 and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31,2014 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. in the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2014;

b. in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash fow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, we report that:- a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said Section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT VIPUL LIMITED (Referred to our report of even date)

I a. The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a programme for physical verifcation of fixed assets at periodic intervals. In our opinion, the period of verifcation is reasonable having regard to the size of the company and the nature of its assets and no material discrepancies were noticed on such verifcation.

c. The company has not disposed of any substantial part of its fixed assets.

II. a. The management has conducted physical verifcation of inventories consisting of project materials lying with the contractors and fnished stocks at reasonable intervals during the year.

b. In our opinion, the procedures of physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory record, in our opinion, the company is maintaining proper records relating to the kind of inventories owned by the company. No discrepancies were noticed on such physical verifcation.

III. a. The Company has not granted any loan to the companies/firms or other parties covered in the register maintained under Section 301 of the Act.

b. The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for sale of goods and services. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control systems.

V. Transactions that need to be entered in the register maintained under Section 301 of the Act:

a. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the contracts or arrangements referred to Section 301 of the Act which need to be entered in the register to be maintained under that Section during the year have been so entered.

b. In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI. The Company has not accepted deposits during the year from the public within the meaning of the provisions of Sections 58A and 58AA of the Act or any other relevant provision of the Act and rules made there under.

VII. In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

VIII. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)

(d) of the Act, related to the construction of buildings /structures and other related activities and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

IX. a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax and Works Contract Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Cess etc., as applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect there of were in arrears as at 31.03.2014 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues relating to Sales Tax, Wealth Tax, Service Tax, Income Tax, etc. which have not been deposited on account of any dispute except as mentioned below:

Name of the Nature of Amount (Rs.) Financial Forum where statue Dues year for dispute is which the pending amount relates

Service Tax Service 1,610,821 2003-04& Joint Commissioner, (Finance Tax 2004-05 Service Tax, Act, 1994) Demand New Delhi

Income Tax Income Tax 1,051,083 2008-09 Income Tax Act, 1961 Demand Appellate Tribunal, New Delhi

X. The company does not have accumulated losses as at the end of the financial year nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank on debenture holders as at the Balance Sheet date.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

XIII. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/ Societies are not applicable to the company.

XIV. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

XV. According to the information and explanations given to us and the records examined by us, the company has given corporate guarantee for loan taken by one of its subsidiary company from financial institution. The terms and conditions of such corporate guarantee are prima facie not prejudicial to the interest of the company.

XVI. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion no funds raised on short term basis have been used for long term investment.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, 1956.

XIX. No debentures have been issued by the company and hence, the question of creating securities or charge in respect thereof does not arise.

XX. During the year, the company has not raised any money by way of Public issues.

XXI. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the management, no fraud on, or by the company, has been noticed or reported during the year.

For L. B. Jha & Co. Chartered Accountants Firm''s Reg. No.- 301088E

Sd/- (Bhaskar Auddy) Partner Membership Number: 53770 Place: Gurgaon Date: May 29, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Vipul Limited which comprise the Balance Sheet as at March 31,2013 and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31,2013 and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility forthe Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a. in the case of the Balance Sheet of the state of affairs of the Company as at March 31, 201 3;

b. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

Report on Other Legal and Regulatory Reqirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, we report that:-

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 201 3, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the company.

ANNEXURE TO THE AUDI TORS'' REPORT VIPUL LIMITED

(Referred to our report of even date)

I a. The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a programme for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the company and the nature of its assets and no material discrepancies were noticed on such verification.

c. The company has not disposed of any substantial part of its fixed assets.

II. a. The management has conducted physical verification of inventories consisting of project materials lying with the contractors and project finished stocks at reasonable intervals during the year.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory record, in our opinion, the company is maintaining proper records relating to the kind of inventories owned by the company. No discrepancies were noticed on such physical verification.

III. a. The Company has not granted any loan to the companies/firms or other parties covered in the register maintained under Section 301 of the Act.

b. The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for sale of goods and services. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control systems.

V. Transactions that need to be entered in the register maintained under section 301 of the Act:

a. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to section 301 of the Act which need to be entered in the register to be maintained under that section during the year.

VI. The Company has not accepted deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Act or any other relevant provision of the Act and rules made there under.

VII. In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

VIM. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Act, related to the construction of buildings / structures and other related activities and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

IX. a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax and Works Contract Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Cess etc., as applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect there of were in arrears as at 31.03.2013 for a period of more than six months from the date they become payable except for External Development Charges payable under The Haryana Development and Regulation of Urban Areas Act,1975 read with the Rules amounting Rs.1683.60 lakhswhich is outstanding for a period of more than six months as at 31.3.2013.

c. According to the information and explanations given to us, there are no dues relating to Sales Tax, Wealth Tax, Service Tax, Income Tax, etc. which have not been deposited on account of any dispute except as mentioned below:

Name of the Nature of Amount (Rs.) Financial Forum where statue Dues year for dispute is which the pending amount relates

Service Tax Service 1,610,821 2003-04 & Joint Commissioner, (Finance Tax 2004-05 Service Tax, Act, 1994) Demand New Delhi

Income Tax Income Tax 9,947,369 2007-08, Commissioner of Act, 1961 Demand 2008-09 & IncomeTax & 2009-10 (Appeals) & Income Tax Appellate Tribunal, New Delhi

X. The company does not have accumulated losses as at the end of the financial year nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any

financial institutions or bank on debenture holders as at the Balance Sheet date.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

XIII. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the company.

XIV. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

XV. According to the information and explanations given to us and the records examined by us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

XVI. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion no funds raised on short term basis have been used for long term investment.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, 1956.

XIX. No debentures have been issued by the company and hence, the question of creating securities or charge in respect thereof does not arise.

XX. During the year, the company has not raised any money by way of Public issues.

XXI. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the management, no fraud on, or by the company, has been noticed or reported during the year.

For L. B. Jha & Co. Chartered Accountants

Firm Reg. No.- 301088E

Sd/ -

(Bhaskar Auddy)

Partner

Membership Number: 53770

Place: Gurgaon

Date: May 28, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of VIPUL LIMITED as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, collectively hereinafter referred to as financial statements, which we have signed under reference to this report. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended, hereinafter referred to as "Order, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Hct) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred in paragraph 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of such books.

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representations received from the Directors of the company and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub section(1) of section 274 of the Companies Act,1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. in case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. in case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii. in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT VIPUL LIMITED

(Referred to in paragraph 3 of our report of even date)

I a. The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has a programme for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the company and the nature of its assets and no material discrepancies were noticed on such verification.

c. The company has not disposed of any substantial part of its fixed assets.

II. a. The management has conducted physical verification of inventories consisting of project materials lying with the contractors and project finished stocks at reasonable intervals during the year.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory record, in our opinion, the company is maintaining proper records relating to the kind of inventories owned by the company. No discrepancies were noticed on such physical verification.

III. a. The Company has not granted any loan to the companies/firms or other parties covered in the register maintained under Section 301 of the Act.

b. The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for sale of goods and services. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control systems.

V. Transactions that need to be entered in the register maintained under section 301 of the Act:

a. Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to section 301 of the Act, have been entered in the register to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding the value of Rs.5 lakhs in respect of any party during the year have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

VI. The Company has not accepted deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Act or any other relevant provision of the Act and rules made there under.

VII. In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

VIII. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Act, related to the construction of buildings / structures and other related activities and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

IX. a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax and Works Contract Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Cess etc., as applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect thereof were in arrears as at 31.03.2012 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues relating to Sales Tax, Wealth Tax, Service Tax, Income Tax, etc. which have not been deposited on account of any dispute except as mentioned below:

Name of the Nature of Amount (Rs.) Financial Forum where statue Dues year for dispute is which the pending amount relates

Service Tax Service 1,610,821 2003-04 & Joint Commissioner, (Finance Tax 2004-05 Service Tax, Act, 1994) Demand New Delhi

Income Tax Income Tax 346,905,087* 2004-05, Commissioner of Act, 1961 Demand 2005-06, Income Tax 2007-08 & (Appeals) & 2008-09. Income Tax Appellate Tribunal, New Delhi

* Net of Rs. 213,587,562/- paid under protest.

X. The company does not have accumulated losses as at the end of the financial year nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders as at the Balance Sheet date.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

XIII. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the company.

XIV. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

XV. According to the information and explanations given to us and the records examined by us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

XVI. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion no funds raised on short term basis have been used for long term investment.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, 1956 during the year.

XIX. No debentures have been issued by the company and hence, the question of creating securities or charge in respect thereof does not arise.

XX. During the year, the company has not raised any money by way of Public issues.

XXI. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the management, no fraud on, or by the company,has been noticed or reported during the year.

For L. B. Jha & Co.

Chartered Accountants

Firm Reg. No.- 301088E

(Bhaskar Auddy)

Partner

Membership Number: 53770

Place: New Delhi

Date: August 14, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of VIPUL LIMITED as at 31st March, 2011 and the related Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, collectively hereinafter referred to as financial statements, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended, hereinafter referred to as "Order", issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred in paragraph 3 above, and read with notes and accounts and Significant Accounting Policies as perschedule- 14, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of these books;

c. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable;

e. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub section(1) of section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the significant accounting policies and notes to accounts stated in Schedule-14 thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. in case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2011;

ii. in case of Profit and Loss Account, of the profit for the year ended on that date; and

iii. in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT VIPUL LIMITED (Referred to in paragraph 3 of our report of even date)

I a. The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has carried out the physical verification of the assets during the year in accordance with the phased programme. The system of verification was found to be adequate and no material discrepancies were noticed on such verification.

c. The company has not disposed of any substantial part of its fixed assets.

II. a. Project materials are charged off to project cost

as and when they are handed over to the contractors. On the basis of material reconciliation at the end of the contract, stocks are accounted for in the books, on the basis of return of excess stocks by the contractors. The management has conducted physical verification of inventories consisting of project materials lying with the contractors and project finished stocks at reasonable intervals.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the record for inventory, in our opinion, the company is maintaining proper records relating to the kind of inventories owned by the company. No discrepancies were noticed on such physical verification.

III. a. The Company has not granted any loan to the companies/firms or other parties covered in the register maintained under Section 301 of the Act.

b. The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for sale of goods and services. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

V a. According to the information and explanations given to us, we are of the opinion that the transactions those need to be entered into the register under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions during the year in pursuance of contracts or arrangements and exceeding an aggregate of Rs.5 lakhs in respect of any party and these have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI. The Company has not accepted deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Companies Act, 1956 or any other relevant provision of the Act and rules made there under.

VII. In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

VIII. The Central Government has not prescribed the maintenance of any cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products of the company.

IX. a. The Company is generally regular in depositing

with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Works Contract Tax, Wealth tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Cess etc., as applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect there of were in arrears as at 31.03.2011 for a period of more than six months from the date they become payable except wealth tax amounting Rs. 28,399/-.

c. According to the information and explanations given to us, there are no dues relating to Sales Tax, Wealth Tax, Service Tax, Income Tax, etc. which have not been deposited on account of any dispute except as mentioned below:

Name of the Nature of Amount (Rs.) Financial Forum where Statute Dues year for dispute is which the pending amount relates Service Tax Service 16,10,821 2003-04& Joint (Finance Tax 2004-05 Commissioner, Act,1994) Demand Service Tax, New Delhi. Income Tax Income Tax 37,50,50,555* 2004-05, Commissioner Act, 1961 Demand 2005-06 & of Income Tax, 2007-08 (Appeals) & Income Tax, Appellate Tribunal, New Delhi

* Net of Rs. 15,27,50,000/-, paid under protest.

X The company has no accumulated losses as at 31.03.2011 in the books and it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank on debenture holders as at the Balance Sheet date.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

XIII. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the company.

XIV. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

XV. According to the information and explanations given to us, the company has not given any corporate guarantee for loan taken by others.

XVI. In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were raised.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion no funds raised on short term basis have been used for long term investment.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

XIX No debentures have been issued by the company and hence, the question of creating securities or charge in respect thereof does not arise.

XX During the year, the company has not raised any money by way of Public issues.

XXI. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year. For L. B. Jha & Co.

Chartered Accountants

Firm Regd. No. 301088E

Sd/-

(Satyabrata Pati) Place: Gurgaon Partner

Dated: August 9,2011 Membership Number: 95080


Mar 31, 2010

1. We have audited the attached Balance Sheet of VIPUL LIMITED as at 31st March, 2010 and the related Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto, collectively hereinafter referred to as financial statements, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended, hereinafter referred to as “Order”, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the ‘Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred in paragraph 3 above, and read with notes and accounts and Significant Accounting Policies as per schedule– 13, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of these books;

c. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company;

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 to the extent applicable;

e. On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub section(1) of section 274 of the Companies Act,1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the significant accounting policies and notes to accounts stated in Schedule-13 thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:- i. in case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii. in case of Profit and Loss Account, of the profit for the year ended on that date; and

iii. in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT VIPUL LIMITED (Referred to in paragraph 3 of our report of even date)

I a. The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

b. The company has carried out the physical verification of the assets during the year in accordance with the phased programme. The system of verification was found to be adequate and no material discrepancies were noticed on such verification.

c. The company has not disposed of any substantial part of its fixed assets.

II. a. Project materials are charged off to project cost as and when they are handed over to the contractors. On the basis of material reconciliation at the end of the contract, stocks are accounted for in the books, on the basis of return of excess stocks by the contractors. The management has conducted physical verification of inventories consisting of project materials lying with the contractors and project finished stocks at reasonable intervals.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. On the basis of our examination of the inventory record, in our opinion, the company is maintaining proper records relating to the kind of inventories owned by the company. No discrepancies were noticed on such physical verification.

III. a. The Company has not granted any loan to the

companies/firms or other parties covered in the register maintained under Section 301 of the Act.

b. The company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for sale of goods and services. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

V a. According to the information and explanations given to us, we are of the opinion that the transactions those need to be entered into the register under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, during the year the transactions entered into in pursuance of contracts or arrangements and exceeding the value of Rs.5 lakhs in respect of any party and these have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI. The Company has not accepted deposits during the year from the public within the meaning of the provisions of sections 58A and 58AA of the Companies Act, 1956 or any other relevant provision of the Act and rules made there under.

VII. In our opinion, the company has an internal audit system commensurate with the size and the nature of its business.

VIII. The Central Government has not prescribed the maintenance of any cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products of the company.

IX. a. The Company is generally regular in depositing

with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax and Works Contract Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Cess etc., as applicable.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of which were in arrears as at 31.03.2010 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues relating to Sales Tax, Wealth Tax, Service Tax, Income Tax, etc. which have not been deposited on account of any dispute except as mentioned below:

Name of the Nature of Amount (Rs.) Financial Forum where Statute Dues year for dispute is which the pending amount relates

Service Tax Service 16,10,821 2003-04 & Joint (Finance Tax 2004-05 Commissioner,

Act,1994) Demand Service Tax,

New Delhi.

Income Tax Income Tax 30,43,54,622* 2004-05, Commissioner Act, 1961 Demand 2005-06 & of Income Tax,

2006-07 (Appeals) & Income Tax, Appellate Tribunal, New Delhi

* Net of Rs. 7,10,00,000/-, paid under protest.

X. The company has no accumulated losses as at 31.03.10 in the books and it has not incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders as at the Balance Sheet date.

XII. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

XIII. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the company.

XIV. In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

XV. According to the information and explanations given to us, the company has given corporate guarantee amounting Rs.25 crores for loan taken by one of its associates from a Bank. The term and other conditions, in our opinion, are not prima facie prejudicial to the interest of the company.

XVI. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were raised.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion no funds raised on short term basis have been used for long term investment.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

XIX . No debentures have been issued by the company and hence, the question of creating securities or charge in respect thereof does not arise.

XX. During the year, the company has not raised any money by way of Public issues.

XXI . O n the basis of our examination and according to the information and explanations given to us, no fraud, on or by the company, has been noticed or reported during the year.

For L. B. Jha & Co.

Chartered Accountants

Firm Regd. No. 301088E

Sd/- (Satyabrata Pati)

Dated: 14th August, 2010 Partner

Place: Gurgaon Membership Number: 95080

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X