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Company Information

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VIPUL LTD.

21 November 2024 | 03:49

Industry >> Construction, Contracting & Engineering

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ISIN No INE946H01037 BSE Code / NSE Code 511726 / VIPULLTD Book Value (Rs.) 25.11 Face Value 1.00
Bookclosure 23/09/2024 52Week High 53 EPS 16.57 P/E 1.63
Market Cap. 381.01 Cr. 52Week Low 15 P/BV / Div Yield (%) 1.08 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

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,Gurugram, 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. Original Terms of redemption - Redeemable in installmemt of 25% in MAR-24, 25% in Apr-24 and 50% in May-24. Return on NCDs- Min IRR 12.50%. As on March 31, 2024, 25% of the total debentures aggregating to Rs. 1875 lakhs were due for redemption. While the Company is in negotiations with the secured lender for extension of the debenture redemption period, the Company has deposited the redemption proceeds due upto March 31, 2024 and have disclosed the amount as an advance.

2. From J.P Financial Services Pvt Ltd was secured against pledge of equity shares of the Company held by Promoters, equitable mortgage of 34 unsold units of project Vipul Plaza, Faridabad and Personal guarantee of Mr. Punit Beriwala- Managing Director. Terms of repayment- Fully Repaid. Rate of Interest-13% p.a.

3. From CMS Finvest Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Repayable on 09-June-24. Rate of Interest-16% p.a.

4. From Kanupriya Commercial Pvt. Ltd. is secured against pledge of equity shares of the Company held by Promoters. Terms of repayment-Repayable in June 2024. Rate of Interest-16% p.a.

5. From Yaduka Financial Services Ltd. was secured against pledge of equity shares of the Company held by Promoters. Terms of repayment- Fully Repaid. Rate of Interest-18% p.a.

6. From Paramount Realtec Private Ltd. was secured against pledge of equity shares of the Company held by Promoters and Personal guarantee of Mr. Punit Beriwala- Managing Director. Equitable mortgage on 24 Unsold units of Project Vipul Plaza, Faridabad. Terms of repayment-Fully Repaid. Rate of Interest-22% p.a.

B. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including refundable joint development deposits, security deposits, loans to employees and other financial instruments.

Trade receivables

(a) Receivables resulting from sale of properties: Customer credit risk is managed by requiring customers to pay advances before transfer of ownership, therefore, substantially eliminating the Company's credit risk in this respect.

(b) Receivables resulting from other than sale of properties: Credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. The impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company's credit period generally ranges from 30-60 days.

Financial Instrument and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.

Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company's Finance Committee. The

limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments. The Company's maximum exposure to credit risk for the components of the statement of financial position at 31st March 2024 and 2023 is the carrying amounts.

C. Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank deposits and loans. The table below summarizes the maturity profile of the Company's financial liabilities based on Contractual undiscounted payments:

The Management is of the opinion that the Company has sufficient current assets comprising of Trade Receivables, Cash & Cash Equivalents, , Loans, Inventories and Other Current Financial Assets to manage the liquidity risk, if any in relation to current financial liabilities.

D. Capital management

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables (excluding Liability under JDA), less cash and cash equivalents

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings

that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings.

b. Defined Benefit Plan

The Cost of providing gratuity is determined using the projected unit credit method.

The following tables summarize the components of net benefit expenses recognized in the Statement of Profit and Loss as per Actuarial Valuation as on 31st March, 2024.

31. As per information available with the company, there are no dues outstanding in respect Micro and Small enterprises as provided in the 'Micro, Small and Medium Enterprises Development Act, 2006' as at the year end. Further, no interest during the year has been paid or payable in respect thereof. The parties have been identified based on the information available with the company and the same has been relied upon by the auditor.

33. The company has reviewed the carrying amount of its tangible and intangible assets (being a cash generating unit) with its future present value of cash flows and there has been no indication of impairment of the carrying amount of the Company's such Assets taking consideration into external and internal sources of information.

34. Details of the CSR Expenditure

As a result of the recurring losses incurred by the company in previous years, the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company.

38.

Expenditure/Earning in Foreign Currency (Rs. in lakhs)

Sl.

Contingent Liabilities

Year ended

Year ended

No.

31.03.2024

31.03.2023

i.

Expenditure in Foreign Currency

- Travelling

Nil

Nil

- Professional Charges

Nil

Nil

- Others

Nil

Nil

ii.

Earning in Foreign Currency

- Receipt from customers

Nil

Nil

39.

Contingent Liabilities and Commitments (to the extent not provided for):

(Rs. in lakhs)

Sl.

Contingent Liabilities

As at

As at

No.

31.03.2024

31.03.2023

(a)

Claims against the company, not acknowledged as debts

(i) Income tax/TDS demand disputed under appeal*

339.72

837.59

(ii) Service tax disputed claims**

1678.34

1678.34

(iii) VAT disputed claims***

1014.36

2085.19

(iv) Other Claims

492.85

477.63

(b)

Outstanding Bank Guarantees

5249.96

5249.96

(c)

Other Commitments

6989.00

6959.00

(d)

Corporate Guarantee

39060.36

39860.36

* Net of Rs. Nil (P.Y Rs.8.76 lakhs) adjusted with demand.

** Net of Rs. 71.75 lakhs (P.Y.Rs. 71.75 lakhs) paid under protest

***Net of Rs.153.93 lakhs/- (P.Y Rs. 15.98 lakhs) paid under protest/one time settlement.

Multiple legal cases have been filed by parties in various Consumer forums and courts and these have been disputed by the Company as advised by its advocates. Based on the grounds of the appeals and advice of the independent legal counsels, the management believes that there is a reasonably strong likelihood of succeeding before the various authorities. Pending the final decisions on the above matter, no adjustment has been made in these financial statements. Interest and claims by customers/ suppliers may be payable as and when the outcome of the related matters are finally determined and hence not been included.

It is not practicable for the Company to estimate the cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

40. Disclosure required under section 186(4) of the Companies Act, 2013

Included in loans and advances are certain inter corporate deposits the particulars of which are disclosed below as required under section 186 (4) of the Companies act, 2013

*No interest is being earned on Rs. 150.82 lakhs (under Loan) to Mab Finlease Ltd. which in the view of management is doubtful of realization to the extent of 25% and accordinglyprovision for doubtful loan has been made in accounts.

41. (i) In the opinion of the management, current assets including loans and advances have a value on

realization in the ordinary course of business at least equal to the amount at which they are stated in the books. However, certain balances under Loans and advances and Trade Receivables are subject to confirmation.

(ii) Rs.1301.97 lakhs (P.Y. Rs.1262.99) lakhs due from Private Companies in which a director is interested.

42. 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, wherever available. The impact, if any, will be recognized after the completion of such documentation.

47. The Company has filed and submitted the Scheme of Amalgamation ("Scheme") before NCLT, Delhi for amalgamation of Abhipra Trading Private Limited; Graphic Research Consultants India Private Limited; United Buildwell Private Limited; Vineeta Trading Private Limited; and Vipul Eastern Infracon Private Limited (hereinafter together the "Transferor Companies" or "Amalgamating Companies") with Vipul Ltd. ("Transferee Company" or "Amalgamated Company"), pursuant to provisions of Sections 230 to Section 232 read with Section 233 and all other applicable provisions of the Companies Act, 2013 read with applicable provisions of Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (as amended). The Transferor Companies or Amalgamating Companies are wholly owned subsidiary of Vipul Limited. The last hearing was held on 28th May, 2024 and the order have been reserved by the NCLT.

48. The Arbitration between Solitaire Ventures Pte. Ltd. & Ors. (the Claimant") and Vipul Limited & Ors. ("the Respondent") has concluded by way of settlement which has been pronounced on May 14, 2023, by Justice R. C. Chopra, Former Judge of High Court of Delhi, Co-arbitrator, Justice A. K. Sikri, Former Judge

of Supreme Court of India, Presiding Arbitrator and Justice Reva Khetrapal, Former Judge of High Court of Delhi, Co-arbitrator. The Company has complied with conditions as specified in Arbitral award dated 14th May, 2023 and has recognized interest income of 19074.65 lakhs and Project Supervision Charges of 3000.00 lakhs in accordance with the Order.

Further, in terms of Arbitral award dated 14th May, 2023, M/s. Vipul SEZ Developers Private Limited (Vipul SEZ), the erstwhile subsidiary of M/s. Vipul Limited, has made the fresh allotment of equity shares and pursuant to the allotment, the percentage holding of M/s. Vipul Limited now stand at 2.40% of paid up Equity Capital of Vipul SEZ. Consequently, M/s. Vipul SEZ Developers Private Limited alongwith its four wholly owned subsidiary i.e. M/s. KST Buildwell Private Limited, M/s. P K B Buildcon Private Limited, M/s. PKBK Buildwell Private Limited and M/s. VSD Buildwell Private Limited, have ceased to be subsidiaries of M/s. Vipul Limited w.e.f 8th January, 2024 and therefore has not been consolidated in the consolidated financial statements.

49. The Company has not provided interest on advance received from customers as negotiations for settlement of the same in under progress. The Company has settled the dues of certain unsecured lenders and have entered into negotiations with other unsecured lenders. Accordingly, no interest expenses have been recognized on such remaining unsecured borrowings during the Year. The impact will be recognized after the completion of such negotiations.

50. The Company has not recognized any current tax expenses as it has adequate brought forward losses and intends to opt for the New Tax Regime as per the provisions of section 115 BAA of the Income Tax Act, 1961.

51. The secured, non-convertible debentures issued to Edelweiss Asset Reconstruction Company Limited have become due for redemption. As on March 31, 2024, 25% of the total debentures aggregating to Rs. 1875 lakhs were due for redemption. While the Company is in negotiations with the secured lender for extension of the debenture redemption period, the Company has deposited the redemption proceeds due upto March 31, 2024 and have disclosed the amount as an advance.

52. The Board of Directors of the Company, vide its meeting held on May 23, 2024, has approved the allotment of 2,09,75,000 (Two Crore, Nine Lakh Seventy Five Thousand) fully paid up equity shares of face value Rs. 1/- (Rupees One Only) each ("Equity Shares") to the allottee(s) at a price of Rs. 23.70/- (Rupees Twenty Three Decimal Seventy only) per Equity Share (including a premium of Rs. 22.70/- per Equity Share [Rupees Twenty Two Decimal Seventy Only]), for cash on preferential basis, aggregating to cash consideration of Rs. 49,71,07,500/- (Rupees Forty Nine Crore Seventy One Lakh Seven Thousand Five Hundred only) who have accepted the offer.

54. No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made there under.

55. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

56. The company does not have any charge or satisfaction not registered with ROC.

57. Shares held by the company in M/s High Class Projects Limited, a wholly owned subsidiary company, have been pledged in favor of a financial institution against financial assistance taken by the said company.

58. The details pertaining to related parties' transactions are shown in a separate sheet.

59. Previous year's figures have been regrouped and rearranged wherever considered necessary.