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VAPI ENTERPRISE LIMITED Annual Report 2020

Sep 2, 2020

63568_rns_2020-09-02_ed02670d-cbf9-4fcc-a1df-7cefbe27bbcc.pdf

Annual Report

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VAPI ENTERPRISE LIMITED ( Formerly Known as Vapi Paper Mills Limited )

46 TH ANNUAL REPORT F.Y. 2019-20

VPM

VAPI ENTERPRISE LTD.

(Formerly known as Vapi Paper Mills Limited) 213 UDYOG MANDIR, PITAMBER LANE, MAHIM (WEST), MUMBAI 400016 TEL: 98200 68363 / 022-24449753 E-MAIL : [email protected], [email protected] CIN : L21010MH1974PLC032457

DIRECTORS : Shri Manoj R. Patel - Managing Director
DIN : 00485197
Shri Rajeev R. Patel - Whole time Director
(Chief Financial Officer)
DIN : 00510532
Smt. Laxmiben J Patel - Director (Women)
DIN : 00510582
Shri Himanshu H. Ruia - Independent Director
DIN : 07572617
COMPANY SECRETARY: Ms Priyanka Kunwar (w.e.f. 01.07.2019)
MembershipNumber : A59197
AUDITORS Messrs, Chirag N. Shah & Associates
Chartered Accountants, Mumbai
REGISTERED OFFICE 213, Udhyog Mandir No.1,2nd Floor
7/C, Pitamber Lane, Mahim ( West ),
Mumbai -400 016.
COMPANY E-MAIL [email protected]
[email protected]
PLANT 298-299, GIDC Industrial Area
Vapi 396 195
Dist. Valsad ( Gujarat )
REGISTRARS AND M/s BIGSHARE SERVICES PVT. LTD.
TRANSFER AGENTS E-2/3, Ansa Industrial Estate,
Saki Vihar Road, Andheri (E)
Mumbai- 400 072

1

VPM

VAPI ENTERPRISE LTD.

(Formerly known as VAPI PAPER MILLS LTD.)

___________________ Regd. Off.213 UDYOG MANDIR, PITAMBER LANE, MAHIM (WEST), MUMBAI 400016 Works : Plot No. 298/299, GIDC 2[nd] Phase, Industrial Area, VAPI, GUJARAT 396 195 TEL: 98200 68363 / 022-24449753/ 093768 15945 (Works) E-MAIL : [email protected] Website : www. vapienterprise.com CIN No. L21010MH1974PLC032457

To,

The Members,

Your Directors have pleasure in presenting their 46th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2020.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board’s Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2019-2020(Amt in Rs.) 2018-2019(Amt in Rs.)
Revenue 2,50,17,055 2,10,81,921
Other Income 75,44,604 78,27,848
Total Income 3,25,61,659 2,89,09769
Expenses
Operating expenditure 2,48,28,782 2,60,38,230
Depreciation and amortization expense 13,37,299 20,95,303
Total expenses **2,61,66,081 ** 2,81,33,533
Profit beforefinance costs and tax 52,62,277 1,25,907
Finance costs 1,23,779 3,92,271
Profit before tax(PBT) 51,38,498 (2,66,364)
Taxexpense 0 0
Profit for the year 51,38,498 (2,66,364)
Attributable to:
Shareholders ofthe Company
(7,87,78,892) (8,39,17,389)
Non-controllinginterests NA NA
Opening balance of retained earnings (15,13,11,437) (15,10,45,073)
Closing balance of retained earnings (14,61,72,939) (15,13,11,437)

2. COVID-19

In the March month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees and labours. As of March 31, 2020, work from home was enabled for employee and Vapi plant has started the manufacturing operations subject to compliance with the conditions and directions as mentioned in guidelines or order of respective state government and Ministry of Home Affairs, Government of India.

3. Company’s performance

The company has continued to rationalize the business mix to improve on its financial condition. Profit for the year has increased to 51.38 lacs from loss of Rs.2.66 lacs in the previous year.

The company continues to safeguard company assets in a conservative manner and continue to constantly evaluate value enhancing opportunities for the company. It is the stated long term goal of the company in case of any such transaction to be net worth positive and to improve financial position of the company to enable long term value creation for shareholders by increase in share value, dividends and/or buybacks.

4. Dividend

Considering the financial position of the company and to conserve valuable resources, the Directors do not recommend a dividend for the period under consideration.

5. Human Resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

6. Subsidiary companies

The Company does not have any subsidiary, associate companies & joint ventures. There has been no material change in the nature of the business of the subsidiaries.

7. Particulars of loans, guarantees and investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

8. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

  1. Significant Orders Passed By The Regulators, Courts Or Tribunal Impacting Going Concern And Company's Operations

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

  1. Material Changes And Commitments If Any Affecting The Financial Position Of The Company

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors'' Report.

11. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

  • (e) The directors, in the case of a listed company , had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

  • (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Declaration By Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

13. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013, Mrs. Laxmiben Jayantibhai Patel (DIN 00510582), Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment

The Board of Directors had appointed Ms. Priyanka Mohan Kunwar as a Company Secretary of the Company w.e.f 01st July, 2019.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are:

  • 1) Manoj Ramanbhai Patel- Chairman and Managing Director

  • 2) Rajeev Ramanbhai Patel- Whole Time Director (Chief Financial Officer)

  • 3) Priyanka Mohan Kunwar- Company Secretary

14. Particulars of Employees

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 7 (Seven) Board Meetings were held.

Sr.No. Date of Meeting
1 30/05/2019
2 01/07/2019
3 13/07/2019
4 12/08/2019
5 03/09/2019
6 13/11/2019
7 13/02/2020

16. Auditors

Members of the Company at the Annual General Meeting that was held on 30th September, 2019 have reappointed M/s Chirag N. Shah & Associates, Chartered Accountants, as a Statutory Auditor of the Company for a period of 5 years which term expires on 30[th] September 2024.

As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s Chirag N. Shah & Associates, Chartered Accountants, to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

17. Auditors’ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

18. Cost Auditors

The Company is not required to maintain cost records as per The Companies (Cost Records and Audit) Amendments Rules, 2014.

==> picture [503 x 59] intentionally omitted <==

19. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Anjana Manseta & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

20. Audit Committee

The Company is not required to constitute an Audit Committee since it does not fall within the class of companies prescribed under The Companies (Meetings of the Board and its Powers) Rules, 2014.

21. Nomination and Remuneration Committee and Stakeholders Relationship Committee

The Company is not required to constitute a Nomination and Remuneration Committee since it does not fall within the class of companies prescribed under The Companies (Meetings of the Board and its Powers) Rules, 2014.

As per Section 178(5) of Companies Act, the Board of Directors of a company has constituted a Stakeholder Relationship Committee consisting of a Chairperson and such other members as may be decided by the Board. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

22. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

23. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

  1. Significant & Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status Of The Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations

25. Extract Of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I. 26. Particulars Of Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013, read with The Companies (Accounts) Rules, 2014, is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

  1. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal)

Act, 2013

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

==> picture [503 x 95] intentionally omitted <==

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors SD/Place : Mumbai Date : 30-06-2020 Manoj R. Patel Managing Director (Din No. 00485197) ANNEXURE INDEX Annexure Content I Annual Return Extracts in MGT 9 II MR-3 Secretarial Audit Report

ANNEXURE

FormNo.MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIALYEAR ENDED ON 31-03-2020

[Pursuant to Section92 (3) of the Companies Act, 2013 and rule12(1) of the Companies (Management andAdministration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i. i. CIN CIN CIN CIN L21010MH1974PLC032457 L21010MH1974PLC032457 L21010MH1974PLC032457 L21010MH1974PLC032457
ii. Registration Date 23-07-1974
iii. Name of the Company VAPI ENTERPRISE LIMITED
iv. Category/Sub-Categoryof the Company Public Limited Company
v. Address of the Registered office and contact details 213, UDYOG MANDIR 2NDFLOOR 87-C PITAMBER,
MAHIM(WEST),MUMBAI 400016
vi. Whether listed company Yes
vii. Name, Address and Contact details of Registrar and Transfer
Agent, if any
M/s Bigshare Services Pvt. Ltd.,
E-2/3,Ansa Industrial Estate, Sakivihar Road, Saki Naka
,Andheri(E),Mumbai – 400 072
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total t
urnover of the company shall be stated:-
Sr. No. Name and Description of main products/ services NIC Code of the
Product/ service
% to total turnover of the company
1 Paper and Paper Products 21091 77%
2 Renting/Warehousing 99721121 23%
**III. ** PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr.
No.
NameAnd AddressOf The Company CIN/GLN Holding/ Subsidiary
/Associate
%of shares Applicable
Section
held
1. NIL NIL NIL NIL NIL

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wiseShareHolding

Categoryof
Shareholders
No.ofSharesheldatthe beginningoftheyear No.ofSharesheldatthe beginningoftheyear No.ofSharesheldatthe beginningoftheyear No.ofSharesheldatthe beginningoftheyear No. ofSharesheldatthe endoftheyear No. ofSharesheldatthe endoftheyear No. ofSharesheldatthe endoftheyear % Change during
Theyear
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoter
1) Indian
a) Individual/ HUF 354394 256300 610694 26.77% 354394 256300 610694 26.77% NIL
b) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) State Govt.(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Bodies Corp 37803 1550 39353 1.72% 37803 1550 39353 1.72% NIL
e) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) AnyOther NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total(A)(1):- 392197 257850 650047 28.49 392197 257850 650047 28.49 NIL
2) Foreign
g) NRIs-Individuals NIL 235000 235000 10.30% NIL 235000 235000 10.30% NIL
h) Other-Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
i) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL
j) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
k) AnyOther NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total(A)(2):- 392197 492850 885047 38.79% 392197 492850 885047 38.79% NIL
B. Public
Shareholding
1. Institutions
a) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Venture Capital
Funds
NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Insurance
Companies
NIL NIL NIL NIL NIL NIL NIL NIL NIL
g) FIIs NIL 200 200 0.01% NIL 200 200 0.01% NIL
h) Foreign Venture
Capital Funds
NIL NIL NIL NIL NIL NIL NIL NIL NIL
i) Others(specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total(B)(1) NIL 200 200 0.01% NIL 200 200 0.01% NIL
2. Non Institutions
a) Bodies Corp.
(i) Indian
(ii)Overseas
NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Individuals
(i) Individual
shareholders holding
nominal share capital
up to Rs. 1 Lakh
(ii) Individual
shareholders holding
nominal share capital
in excess of Rs 1
Lakh
334622
243855
698355
0
1032977
243855
45.27%
10.68%
290395
286774
697255
NIL
987650
286774
43.29%
12.57%
-1.98%
1.89%
c) Others(NRI)
d) ClearingMembers
91761
2350
12000
0
103761
2350
4.54%
0.10%
91761
17518
12000
500
103761
18018
4.54%
0.79%
NIL
0.69%
Sub-total(B)(2) 685348 710855 1396203 61.20% 686448 709755 1396203 61.20% NIL
Total Public
Shareholding
(B)=(B)(1)+(B)(2)
684798 711405 1396403 61.21% 685348 711055 1396403 61.21% NIL
C Shares held by
Custodian for GDRs
&ADRs
NIL NIL NIL NIL NIL NIL NIL NIL NIL
Grand Total
(A+B+C)
1076995 1204455 2281450 100% 1077545 1203905 2281450 100% NIL

ii.

iii.Shareholding of Promoters

Sr.
No
Shareholder’s Name Shareholding at the beginning of the
year
Shareholding at the beginning of the
year
Shareholding at the beginning of the
year
Shareholding at the end of the
year
Shareholding at the end of the
year
Shareholding at the end of the
year
year year
No. of
Shares
% of total
Shares of
the
company
% of Shares
Pledged/
encumbered
to total
shares
No. of
Shares
% of
total
Shares
of the
compan
~~y~~
%of Shares
Pledged/
encumbered
to total
shares
% change in
shareholding
during the
year
1. MANOJ RAMANBHAI PATEL 112055 4.91 0 112055
4.91
0 NIL
2. LAXMIBEN J PATEL 94700 4.15 0 94700
4.15
0 NIL
3. RAJEEV R PATEL 78687 3.45 0 78687
3.45
0 NIL
4. DEVIBEN R PATEL 68952 3.02 0 68952
3.02
0 NIL
5. LAJ INVESTMENTS PRIVATE LTD 37803 1.66 0 37803
1.66
0 NIL
6. BHULA RAMJI PATEL 29000 1.27 0 29000
1.27
0 NIL
7. NEETA PATEL 29000 1.27 0 29000
1.27
0 NIL
8. INDUBEN RAMESHBHAI PATEL 22500 0.99 0 22500
0.99
0 NIL
9. PATEL RANCHHODBHAI KALYANBHAI 18300 0.80 0 18300
0.80
0 NIL
10. PATEL KANTILAL R 14500 0.64 0 14500 0.64 0 NIL
11. RAMESHCHANDRA JIVANJEE PATEL 14500 0.64 0 14500 0.64 0 NIL
12. MITESH MANOO PATEL 14500 0.64 0 14500 0.64 0 NIL
13. HEMANT KUMAR PATEL 14500 0.64 0 14500 0.64 0 NIL
14. RUPAL A PATEL 14000 0.61 0 14000 0.61 0 NIL
15. SANJAY A PATEL 14000 0.61 0 14000 0.61 0 NIL
16. NAGINBHAI LALLUBHAI PATEL 12900 0.57 0 12900 0.57 0 NIL
17. ATUL BHULABHAI PATEL 12600 0.55 0 12600 0.55 0 NIL
18. HARISH BHULABHAI PATEL 12200 0.53 0 12200 0.53 0 NIL
19. PADMESH PATEL 12000 0.53 0 12000 0.53 0 NIL
20. NALINIBEN KANTUBHAI PATEL 11800 0.52 0 11800 0.52 0 NIL
21. KANTUBHAI RANCHODBHAI PATEL 11800 0.52 0 11800 0.52 0 NIL
22. PREETY NAGINBHAI PATEL 10200 0.45 0 10200 0.45 0 NIL
23. JASODABEN BHULABHAI PATEL 10050 0.44 0 10050 0.44 0 NIL
24. HEMANT RANCHHODBHAI PATEL 10000 0.44 0 10000 0.44 0 NIL
25. HEMU HEMANTBHAI PATEL 10000 0.44 0 10000 0.44 0 NIL
26. GUNWANTBHAI G PATEL 10000 0.44 0 10000 0.44 0 NIL
27. NARESHBHAI GOVINDBHAI PATEL 10000 0.44 0 10000 0.44 0 NIL
28. MOHANLAL LALLUBHAI PATEL 10000 0.44 0 10000 0.44 0 NIL
29. NAGINBHAI GOVINBHAI PATEL 10000 0.44 0 10000 0.44 0 NIL
30. NANUBHAI S PATEL 10000 0.44 0 10000 0.44 0 NIL
31. PAEL LALLUBHAI BHANABHAI 9900 0.43 0 9900 0.43 0 NIL
32. JASODABEN B PATEL 9350 0.41 0 9350 0.41 0 NIL
33. SUKHADA ARUN PATEL 7900 0.35 0 7900 0.35 0 NIL
34. NALINIBEN MANUBHAI PATEL 7800 0.34 0 7800 0.34 0 NIL
35. MITESH MANOOBHAI PATEL 6000 0.26 0 6000 0.26 0 NIL
36. JAYSHREE MANOOBHAI PATEL 6000 0.26 0 6000 0.26 0 NIL
37. DARSHNA MANOOBHAI PATEL 5800 0.25 0 5800 0.25 0 NIL
38. PUSHPABEN N PATEL 5300 0.23 0 5300 0.23 0 NIL
39. PARESH RAMUBHAI PATEL 5000 0.22 0 5000 0.22 0 NIL
40. NATVERBHAI LALLUBHAI PATEL 5000 0.22 0 5000 0.22 0 NIL
41. NEELABEN NATVARBHAI PATEL 5000 0.22 0 5000 0.22 0 NIL
42. NARESH RAMUBHAI PATEL 5000 0.22 0 5000 0.22 0 NIL
43. PATEL SANJAY ARUNBHAI 5000 0.22 0 5000 0.22 0 NIL
44. BIPIN C PATEL 5000 0.22 0 5000 0.22 0 NIL
45. JAGDISHBHAI LALLUBHAI PATEL 5000 0.22 0 5000 0.22 0 NIL
46. BHANUBEN S PATEL 4800 0.21 0 4800 0.21 0 NIL
47. PUSPABEN NAGINBHAI PATEL 4000 0.18 0 4000 0.18 0 NIL
48. ARUN RAMBHAI PATEL 3950 0.17 0 3950 0.17 0 NIL
49. ANIL RAMBHAI PATEL 3600 0.16 0 3600 0.16 0 NIL
50. CHUNILAL M PATEL 3000 0.13 0 3000 0.13 0 NIL
51. PATEL GANGABEN LALLUBHAI 3000 0.13 0 3000 0.13 0 NIL
52. ARUNBHAI RAMBHAI PATEL 3000 0.13 0 3000 0.13 0 NIL
53. PATEL BHANUBEN SHANTILAL 3000 0.13 0 3000 0.13 0 NIL
54. JAYESHKUMAR I PATEL 3000 0.13 0 3000 0.13 0 NIL
55. MAHESH MANUBHAI PATEL 3000 0.13 0 3000 0.13 0 NIL
56. PATEL SHANTILAL LALLUBHAI 3000 0.13 0 3000 0.13 0 NIL
57. RAJENDRA MANUBHAI PATEL 3000 0.13 0 3000 0.13 0 NIL
58. MANOOBHAI JIVANBHAI PATEL 2800 0.12 0 2800 0.12 0 NIL
59. BHULABHAI RAMABHAI PATEL 2600 0.11 0 2600 0.11 0 NIL
60. MAHENDRABHAI C PATEL 2000 0.09 0 2000 0.09 0 NIL
61. LAJ INVESTMENTS PVT LTD 1550 0.07 0 1550 0.07 0 NIL
62. RAMBHAI HIRABHAI PATEL 1000 0.04 0 1000 0.04 0 NIL
63. PATEL ANIL RAMBHAI 500 0.02 0 500 0.02 0 NIL
64. SHANTILAL L PATEL 400 0.02 0 400 0.02 0 NIL
65. JAYSHREE MANOOBHAI PATEL 150 0.01 0 150 0.01 0 NIL
66. SHANTILAL L PATEL 100 0.00 0 100 0.00 0 NIL
Total 885047 38.79% 0 885047 38.79 0 NIL

iv.Change in Promoters’ Shareholding (please specify, if there is no change)

Sr.
no
Shareholding at the beginning of the year Shareholding at the beginning of the year Cumulative Shareholding during the year Cumulative Shareholding during the year
No. of shares % of total shares of
the company
No. of shares % of total shares of
the company
At the beginning of the year 885047 38.79% 885047 38.79%
Date wise Increase / Decrease in
Promoters Shareholding during the year
specifying the reasons for increase /
decrease (e.g. allotment / transfer /
bonus/ sweat equity etc):
NIL NIL NIL NIL
At the End of the year 885047 38.79% 885047 38.79%

IV. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured
Loans
excluding
deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
NIL 7,80,42,720 NIL 7,80,42,720
7,80,42,720
NIL
NIL
NIL
NIL
NIL
7,80,42,720
NIL
NIL
NIL
NIL
NIL
Total(i+ii+iii) NIL 7,80,42,720 NIL 7,80,42,720
Change in Indebtedness during the financial year
- Addition
- Reduction
NIL
7,50,000
NIL
NIL
NIL
7,50,000
NIL
NIL
Net Change NIL 7,50,000 NIL 7,50,000
Indebtedness at the
end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii)Interest accrued but not due
NIL 7,72,92,720 NIL 7,72,92,720
7,72,92,720
NIL
NIL
NIL
NIL
NIL
7,72,92,720
NIL
NIL
NIL
NIL
NIL
Total(i+ii+iii) NIL 7,72,92,720 NIL 7,72,92,720

V. REMUNERATIONOFDIRECTORSANDKEYMANAGERIAL PERSONNEL

  • A. Remuneration to Managing Director, Whole time Directors and/or Manager
Sl. No. Particulars of Remuneration Total
Amount
Manoj R Patel
(Managing Director)
1. Gross salary
(a)Salaryasperprovisionscontainedinsection17(1) oftheIncome-
taxAct,1961
(b)Value of perquisites u/s17(2)Income-taxAct,1961
(c)Profits in lieu of salary undersection17(3)Income-taxAct,1961
9,00,000
NIL
NIL
NIL
9,00,000
NIL
NIL
NIL
2. Stock Option NIL NIL
3. Sweat Equity NIL NIL
4. Commission
- as % of profit
NIL NIL
5. Others, please specify NIL NIL
6. Total(A) 9,00,000 9,00,000
Ceilingasper the Act N/A N/A

C. Remuneration to other Directors:

Sl. No. Particulars of Remuneration Nf MD/WTD/ Nf MD/WTD/ Total
Amount
M
ame anager
Independent Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify
NIL NIL NIL NIL NIL
Total(1)
Other Non-Executive Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify
NIL NIL NIL NIL NIL
Total(2) NIL NIL NIL NIL NIL
Total(B)=(1+2) NIL NIL NIL NIL NIL
Total Managerial Remuneration NIL NIL NIL NIL NIL
Overall Ceilingasper the Act NIL NIL NIL NIL NIL

D. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sl. no. Particulars of
Remuneration
Key Managerial Personnel Key Managerial Personnel
CEO Company
Secretary
CFO Total
1. Gross Salary
(a)Salary as per provisions contained in
section17(1)of the Income-tax Act,1961
(b)Value of perquisites
u/s17(2)Income-taxAct,1961
(c)Profits in lieu of salary under section
17(3)Income-taxAct,1961
NIL
NIL
NIL
2,76,000
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
2. Stock Option NIL NIL NIL NIL
3. Sweat Equity NIL NIL NIL NIL
4. Commission
- as % ofprofit
NIL NIL NIL NIL
5. Others ,please specify NIL NIL NIL NIL
6. Total NIL 2,76,000 NIL NIL

VI. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the
companies Act
Brief description Details of Penalty/
Punishment/Compounding fees
imposed
Authority[RD Appeal made. If
any(give details)
/NCLT/Court]
A. Company
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
B. Directors
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. Other Officers In Default
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

ANJANA MANSETA & CO. COMPANY SECRETARIES

_______________

ANNEXURE II

Form No. MR-3

Secretarial Audit Report FOR THE FINANCIAL YEAR ENDED 31[st] MARCH, 2020

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members VAPI ENTERPRISE LIMITED 213 Udyog Mandir, 2nd Floor 87-C, Pitamber Lane, Mahim (West) Mumbai 400016 Maharashtra

We, Anjana Manseta & Co., Practicing Company Secretaries have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VAPI ENTERPRISE LIMITED (Formerly Known as Vapi Paper Mills Limited) (L21010MH1974PLC032457) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31[st] March, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

  1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by VAPI ENTERPRISE LIMITED (“The Company”) for the year ended on 31[st] March, 2020 according to the provisions of:

  2. I. The Companies Act, 2013 (the Act) and Companies Act, 1956 (to the extent applicable) (The Act) and the Rules made there under;

  3. II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

  4. III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

  5. IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment(FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB);

Office Add.: 003, Radha Kunj CHS LTD, Ram Mandir Marg, TPS III Babhai Naka, Borivali (W),Mumbai- 400092 Email: [email protected]/[email protected]

ANJANA MANSETA & CO. COMPANY SECRETARIES

_______________

Note: The FEMA, 1999 was not applicable to the company during the year under review.

  • V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( ‘SEBI Act’ ) to the extent applicable to the Company:-

  • a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

  • c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; ( Not Applicable to the Company during the Audit Period under review) ;

  • d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not Applicable to the Company during the Audit Period under review) ;

  • e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period under review) ;

  • f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

  • g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ( Not Applicable to the Company during the Audit Period under review ); and

  • h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; ( Not Applicable to the Company during the Audit Period under review );

VI. Other Laws Applicable Specifically to the Company namely:

  • a. Environmental Laws Of India such as Environmental (Protection) Act, 1986;

  • b. Indian Labour and Industrial Laws such as The Employees’ State Insurance Act, 1948, The Contract Labour (Prohibition And Regulation) Act, 1986;

  • c. The Indian Contract Act, 1872;

  • d. Laws Of Property such as Transfer Of Property Act, 1882.

Office Add.: 003, Radha Kunj CHS LTD, Ram Mandir Marg, TPS III Babhai Naka, Borivali (W),Mumbai- 400092 Email: [email protected]/[email protected]

ANJANA MANSETA & CO. COMPANY SECRETARIES

_______________

I have also examined compliance with the applicable clauses of the following:

  • i. Secretarial Standards issued by The Institute of Company Secretaries of India.(Applicable to the extent notified and enforced during the period of audit).

  • ii. The Listing Agreements entered into by the Company with the BSE Limited, National Stock Exchange of India Limited.

  • iii. We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial audit and other designated professionals.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above.

information/record produced by the Company during the course of my audit and the reporting is limited to that extent.

I further report that,

  1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

  2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

  3. Majority decisions of the Board and committee thereof were carried out with requisite majority and are recorded as part of the minutes.

I further report that,

Based on review of compliance mechanism established by the Company and on the basis of the information given by the CS and CFO, we are of the opinion There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that,

During the audit period there were no instances of:

  • (i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

  • (ii) Redemption / buy-back of securities.

Office Add.: 003, Radha Kunj CHS LTD, Ram Mandir Marg, TPS III Babhai Naka, Borivali (W),Mumbai- 400092 Email: [email protected]/[email protected]

ANJANA MANSETA & CO. COMPANY SECRETARIES

_______________

(iii) Merger / amalgamation / reconstruction, etc.

  • (v) Foreign technical collaborations.

I further report that during the audit period the details of specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above are as follows:

  1. The Company is under the process of selling/transfer / dispose of its Immovable Property / Land Situated at Plot No. 298/299 GIDC Vapi, Gujarat 396195 ("Undertaking"), and regarding that company has already requested for members consent during the Annual General Meeting held on 30 September, 2019. All related compliances are done and documents have been filed with respective departments.

Place: Mumbai Date: 30/06/2020

Anjana Manseta & Co. Company secretaries

SD/-

Anjana Manseta (Proprietor) FCS No. : 10078 CP No. : 10668 UDIN: F010078B000423524

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Office Add.: 003, Radha Kunj CHS LTD, Ram Mandir Marg, TPS III Babhai Naka, Borivali (W),Mumbai- 400092 Email: [email protected]/[email protected]

ANJANA MANSETA & CO. COMPANY SECRETARIES

_______________

Annexure A

To, The Members VAPI ENTERPRISE LIMITED

213 Udyog Mandir, 2nd Floor 87-C, Pitamber Lane, Mahim (West) Mumbai 400016Maharashtra

Our report of even date is to be read along with this letter.

  1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

  2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance.

  3. About the correctness of the contents of the Secretarial Records. The verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

  4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

  5. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

  6. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

  7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai Date: 30/06/2020

Anjana Manseta & Co. Company secretaries

SD/Anjana Manseta (Proprietor) FCS No.: 10078 CP No.: 10668

Office Add.: 003, Radha Kunj CHS LTD, Ram Mandir Marg, TPS III Babhai Naka, Borivali (W),Mumbai- 400092 Email: [email protected]/[email protected]

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

INDEPENDENT AUDITOR’S REPORT

To the members of Vapi Enterprise Limited (Formerly known as Vapi Paper Mills Limited)

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the financial statements of Vapi Enterprise Limited (“the Company”), which comprise the balance sheet as at 31[st] March 2020, and the statement of Profit and Loss, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid 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 31st, 2020 and profit/loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs 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 standalone 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.

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

Basis for Qualified Opinion

  • i. In our opinion, the following accounting standards are not complied by the company:

  • a. In dian Accounting Standard (Ind AS-19) on “Employee Benefits”; regarding non-provisioning of employee benefits

  • b. In dian Accounting Standard (Ind AS-105) on “Non-current Assets Held for Sale and Discontinued Operations”

  • c. Indian Accounting Standard (Ind AS-12) on “Income tax”.

The effect of the above on assets and liabilities, as well as loss and reserves is not ascertainable .

  • ii. We are unable to form an opinion about the obligations of:

  • a. Rs.47,48,076/- is Long term borrowings from inter corporate which is subject to confirmations.

  • b. Balance of Rs.10,59,605/- of long-term trade payables are subject to confirmation and adjustment, if any, required upon such confirmations are not determinable.

  • c. Balance of Rs. 68,586/- of Advance to creditor is subject to confirmation and adjustment, if any, required upon such confirmations are not determinable.

  • d. Balance of Rs.10,00,412/- of long-term Trade receivables are subject to confirmation and adjustment, if any, required upon such confirmations are not determinable.

The effects of the matters referred to Para above on assets and liabilities, as well as Losses and reserves could not be ascertainable.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

- Key Audit Matters Going Concern How our audit addressed the key Assumption and financial planning audit matter The availability of sufficient funding and Our audit procedures included: the testing of whether the company will  We have specifically devoted be able to continue meeting its attention to the assumptions obligations are important for the going made with respect to future concern assumption and, as such, are operability by verifying revenue significant aspects of our audit. This test generating agreements entered or assessment is largely based on the into by the company with various expectations of and the estimates made parties. by management. The expectations and  We have inquired and have also estimates can be influenced by been provided written subjective elements such as estimated representations from the future cash flows, forecasted results and management regarding not margins from operations. Estimates are having any future plan for based on assumptions, including closure of the business or sale of expectations regarding future major assets. developments in the economy and the  We have performed review market. analytical procedures with respect to revenue accrued after the reporting date in order to ascertain viability of the business in the near future.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

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

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

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.

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.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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. 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

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

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.

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.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

audit matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, 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.

Report on Other Legal and Regulatory Requirements

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 Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 financial statements comply with the Accounting Standards specified under Section 133 of the Act.

  • e. On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 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, refer to our separate Report in “Annexure B”.

  • 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:

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

  1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note – 24 to the financial statements;

  2. The Company did not have long-term contracts including derivative contracts – hence provision for material foreseeable losses is not applicable.

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

  4. h. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:

  5. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For Chirag N Shah & Associates Chartered Accountants (118215W)

SD/-

Chirag Shah

Partner

Membership No. 105145

Place of Signature: Mumbai

Date: 30/06/2020

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph A under ‘Report on Other Legal and Regulatory

Requirements’ section of our report of even date)

To the Members of VAPI ENTERPRISE LIMITED

We refer to our report on the Ind AS financial statements of VAPI ENTERPRISE LIMITED (Formerly Known as Vapi Paper Mills Limited) for the year ended March 31, 2020 issued on even date.

  • i.

  • a. The Company has not maintained proper records showing full particulars including quantitative details and situation of Fixed Assets

  • b. The fixed assets have not been physically verified by the management. In the absence of physical verification, we are not in a position to comment on the discrepancies, if any, between physical and book balances and the impact thereof.

  • c. According to the information and explanation given to us, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company. In respect of immovable properties taken on lease, the agreements are in the name of the company.

  • ii. The Company does not hold any inventories. Thus paragraph 3(ii) of the order is not applicable.

  • iii. According to the information and explanations given to us, the company has not granted any secured or unsecured loan to a firm, company, limited liability Partnerships or other parties covered in the section 189 of the Companies Act during the year. However, the register is not maintained as per Sec 189 of the Companies Act, 2013. Therefore clause (iii) of the order is not applicable.

  • iv. In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

covered u/s 185 and 186 of the Companies Act, 2013; accordingly, clause (iv) of the order is not applicable.

  • v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2016 are not applicable to the Company.

  • vi. As per the information and explanation given to us, the company is not required to maintain cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Therefore, the provisions of Clause (vi) of paragraph 3 of the CARO 2016 are not applicable to the Company.

  • vii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted/ accrued in the books of accounts in respect of undisputed statutory dues Including Provident Fund, Employees’ State Insurance, Income Tax, Goods and service tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities, except for professional tax payable amounting to Rs. 5,000 for FY 2018-19 and 2019-20 which is outstanding as at March 31, 2020 for a period of more than six months from the date of becoming payable.

According to the records of the Company, there are no amounts of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess which have not been deposited as on March 31, 2020 on account of disputes except below:

CHIRAG N SHAH & ASSOCIATES

CHARTERED ACCOUNTANTS

Type of
Tax
payment
Forum under
which case is
pending
Year Amount Details
Sales Tax Appellate
Tribunal
2010-2011 Demanded Rs 256503
Paid Rs 185417
Payable Rs 71086 which is
challenged hence not provided
  • viii. Based on our audit procedures and according to the information and Explanations given to us, we are of the opinion that the Company has not borrowed from any financial institutions, banks and debenture holders, thus paragraph 3(viii) of the order is not applicable.

  • ix. In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instrument) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not applicable.

  • x. To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

  • xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

  • xii. According to the information and explanations given to us, in our opinion, the company is not Nidhi Company as prescribed under section 406 of the Act. Accordingly, paragraph 3(xii) of the order is not applicable to the company.

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

  • xiii. According to the information and explanations given to us and based on the examination of the records of the company, all the transactions with related parties are in compliance with section 188 and 177 of the Act, where applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable Indian accounting standards.

  • xiv. According to the information and explanations given to us and based on the examination of the records of the company, the company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review, thus paragraph 3(xiv) of the order is not applicable.

  • xv. According to the information and explanations given to us and based on the examination of the records of the company, the company has not entered in to any non-cash transactions with directors or persons connected with him. Thus paragraph 3(xv) of the order is not applicable to the company.

  • xvi. According to the information and explanations given to us, the company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934, thus paragraph 3(xvi) of the order is not applicable.

For Chirag N Shah & Associates Chartered Accountants FRN.118215W

SD/-

Chirag Shah

Partner

Membership No: 105145

Place: Mumbai Date: 30/06/2020

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

“Annexure – B” to the Auditors’ Report

(Referred to in paragraph B (6) under ‘Report on other legal and regulatory requirements’ section of our report of even date)

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

Qualified Opinion

We have audited the internal financial controls over financial reporting of Vapi Enterprise Limited (Formerly Known as “Vapi Paper Mills Limited”), as of March 31, 2020 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

In our opinion, the company has not established its internal financial control over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India

We are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2020.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the Ind AS financial statements of the Company, and the disclaimer does not affect our opinion on the standalone Ind AS financial statements of the Company.

Management’s Responsibility for Internal Financial Controls

The Company’s management and the board of directors are responsible for establishing and maintaining internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on the internal control. 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 the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

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 on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 maintained and if such controls operated effectively in all material respects.

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 included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the standalone financial statements, whether due to fraud or error.

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 with reference to standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting

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 Ind AS financial statements 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 records that, in reasonable detail, accurately and

CHIRAG N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS

fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the 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 Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial

Reporting

Due to the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls 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.

For Chirag N Shah & Associates

Chartered Accountants

FRN: 118215W

SD/-

Chirag Shah

Partner

Membership No: 105145

Place: Mumbai

Date: 30/06/2020

Vapi Enterprise Limited ( Formerly known as Vapi Paper Mills Limited)

Annual Report 2019-20

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited )

Balance Sheet as at 31st March 2020

Sr.No. Particulars Note No. As at March 31,2020 As at March 31,2019
A
(1)
(2)
B
(1)
(2)
(a)
(b)
ASSETS
Non-current assets
(a) Property, Plant and Equipment
(b) Capital Work in progress
(C) Financial Assets
(i) Investments
(ii) Trade Receivables
(iii) Loans
(d) Other Non Current Assets
Current assets
(a) Financial Assets
(i) Trade receivables
(ii) Cash and cash equivalents
(iii) Loans
(b) Other current assets
Total Assets
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital
(b) Other Equity
LIABILITIES
Non-current liabilities
Financial Liabilities
(i) Borrowings
(ii) Trade payables
(iii) Other
Current liabilities
(i) Financial Liabilities
- Trade payables
(ii) Other current liabilities
Total Equity and Liabilities
Significant accounting polices
Notes to the financial statements
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
1
24-41
1,97,82,194
-
2,00,000
10,00,412
22,630
56,89,040
27,91,838
38,94,591
1,95,401
13,62,937
1,97,75,042
7,69,639
2,00,000
9,74,825
30,000
57,19,881
27,99,553
10,78,107
99,300
12,13,752
3,49,39,043 3,26,60,100
2,28,14,500
(7,87,78,892)
7,72,92,720
10,59,605
62,52,280
9,67,478
53,31,351
2,28,14,500
(8,39,17,390)
7,80,42,721
9,61,349
1,14,35,333
5,29,488
27,94,099
3,49,39,043 3,26,60,100

As per our report of even date

For Chirag N Shah & Associates Chartered Accountants FRN No: 118215W

For, and on behalf of the board For Vapi Enterprise Limited

SD/-

Chirag Shah Partner Membership No. 105145 Place: Mumbai Date: 30/06/2020

SD/SD/-

Manoj R. Patel Rajeev R. Patel Managing Director Director (CFO) DIN: 00485197 DIN: 00510532 Place: Mumbai Place: Mumbai Date: 30/06/2020 Date: 30/06/2020

SD/-

SD/-

Laxmiben Patel Priyanka Kunwar Director Company Secretary DIN: 00510582 Membership No.:A59197 Place: Mumbai Place: Mumbai Date: 30/06/2020 Date: 30/06/2020

Vapi Enterprise Limited ( Formerly known as Vapi Paper Mills Limited)

Annual Report 2019-20

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited )

Statement of Profit and Loss for the period ended 31st March 2020

Sr.NO Particulars Note No. As at March 31,2020 As at March 31,2019
I
s
III
IV
V
VI
VII
VIII
IX
X
Revenue From Operations
Other Income
Total Income (I + II + IV)
EXPENSES
Employee benefits expense
Finance costs
Depreciation and amortization expense
Other expenses
Total expenses (VI)
Profit/(loss) before exceptional items and tax (III-
IV)
Exceptional Items
Profit/(loss) before tax(V-VI)
Tax expense:
(1) Current tax
(2) Deferred tax
Profit/(loss) for the period (XI+XIV)
Earnings per equity share (basic/diluted)
Significant accounting polices
Notes to the financial statements
18
19
20
21
2
22
23
1
24-41
2,50,17,055
75,44,604
2,10,81,921
78,27,848
3,25,61,659 2,89,09,769
1,02,89,200
1,23,779
13,37,299
1,45,39,582
1,28,45,432
3,92,271
20,95,303
1,31,92,798
2,62,89,860 2,85,25,804
62,71,799 3,83,965
11,33,301
51,38,498
6,50,329
(2,66,364)
-
-
-
-
51,38,498 (2,66,364)
2.25 (0.12)

As per our report of even date For Chirag N Shah & Associates Chartered Accountants

For, and on behalf of the board For Vapi Enterprise Limited

FRN No: 118215W

SD/-

Chirag Shah Partner

Membership No. 105145 Place: Mumbai Date: 30/06/2020

SD/-

Manoj R. Patel Managing Director DIN: 00485197 Place: Mumbai Date: 30/06/2020

SD/-

Rajeev R. Patel Director (CFO) DIN: 00510532 Place: Mumbai Date: 30/06/2020

SD/-

Laxmiben Patel

Director DIN: 00510582 Place: Mumbai Date: 30/06/2020

SD/-

Priyanka Kunwar Company Secretary Membership No.:A59197 Place: Mumbai Date: 30/06/2020

Vapi Enterprise Limited ( Formerly known as Vapi Paper Mills Limited)

Annual Report 2019-20

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited )

Statement of Changes in Equity for the period ended 31st March 2020

A. Equity Share Capital

No of shares Amount
As at 1 April 2018
Issued during the year
Bought back during the year
As at 31 March 2019
Issued during the year
Bought back during the year
As at 31 March 2020
22,81,450
-
-
2,28,14,500
-
-
22,81,450 2,28,14,500
-
-
-
-
22,81,450 2,28,14,500

B. Other Equity

B. Other Equity
Revaluation Surplus Total
Capital Reserve Securities Premium
Reserve
General reserve Retained Earnings
As at 1st April 2018
Profit of FY 18-19
As at 31st March 2019
Profit of FY 19-20
As at 31st March 2020
4,34,06,480 2,39,87,567 (15,10,45,073)
(2,66,364)
(8,36,51,026)
(2,66,364)
- 4,34,06,480
-
2,39,87,567
-
(15,13,11,437)
51,38,498
(8,39,17,390)
-
51,38,498
- 4,34,06,480 2,39,87,567 (14,61,72,939) (7,87,78,892)

As per our report of even date For Chirag N Shah & Associates Chartered Accountants FRN No: 118215W

For, and on behalf of the board For Vapi Enterprise Limited

SD/-

Chirag Shah Partner Membership No. 105145 Place: Mumbai Date: 30/06/2020

SD/SD/SD/SD/- Manoj R. Patel Rajeev R. Patel Laxmiben Patel Priyanka Kunwar Managing Director Director (CFO) Director Company Secretary DIN: 00485197 DIN: 00510532 DIN: 00510582 Membership No.:A59197 Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai Date: 30/06/2020 Date: 30/06/2020 Date: 30/06/2020 Date: 30/06/2020

Vapi Enterprise Limited ( Formerly known as Vapi Paper Mills Limited)

Annual Report 2019-20

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited ) CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2020

VAPI ENTERPRISE LIMITED
( Formerly known as Vapi Paper Mills Limited )
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2020
VAPI ENTERPRISE LIMITED
( Formerly known as Vapi Paper Mills Limited )
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2020
VAPI ENTERPRISE LIMITED
( Formerly known as Vapi Paper Mills Limited )
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2020
VAPI ENTERPRISE LIMITED
( Formerly known as Vapi Paper Mills Limited )
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2020
PARTICULARS Year ended 31st March,
2020
Year ended 31st March,
2019
A
B
**C **
CASH FLOW FROM OPERATING ACTIVTIES
Net Profit before tax as per Profit and Loss Account
Adjusted for:
Depreciation and Amortisation Expenses
Amounts Written off/(Back)
Finance Costs
Dividend Income
Interest Income
Operating Profit before Working Capital Changes
Adjusted for:
Trade and Other Receivables
Amounts Written off/Back
Trade and Other Payables
Long Term Loans and Advances(Receivable)
Short term loan and advance(Receivable)
Cash Generated from Operations
Taxes Paid
Net Cash from Operating Activities
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Capital WIP
Interest Income
Dividend Income
Net Cash (used in ) Investing Activities
CASH FLOW FROM FINANCING ACTIVITIES
Other long term liability
Repayment from Long-term Borrowings
Interest Paid
Net Cash (used in ) / from Financing Activities
Net Increase in Cash and cash Equivalents (A + B + C )
Opening Balance of Cash and Cash Equivalents
Closing Balance of Cash and Cash Eqivalents
51,38,498
13,37,299
(1,08,298)
1,23,779
(25,281)
(1,95,197)
(2,66,364)
20,95,303
115
3,92,271
(26,609)
(1,94,788)
11,32,301 22,66,291
62,70,799 19,99,927
(1,36,216)
1,08,298
(21,09,555)
7,370
(96,101)
37,40,152
(115)
(53,89,112)
77,200
-
40,44,596 4,28,052
40,44,596 4,28,052
(13,44,450)
7,69,639
1,95,197
25,281
(85,799)
(7,69,639)
1,94,788
26,609
(3,54,333) (6,34,041)
-
(7,50,001)
(1,23,779)
-
(11,45,497)
(3,92,271)
(8,73,779) (15,37,768)
28,16,484
10,78,107
38,94,591
(17,43,756)
28,21,863
10,78,107
The notes are integralpart of these financial statements.

As per our report of even date

For Chirag N Shah & Associates Chartered Accountants

For, and on behalf of the board For Vapi Enterprise Limited

FRN No: 118215W

SD/-

Chirag Shah

Partner Membership No. 105145 Place: Mumbai Date: 30/06/2020

SD/-

Manoj R. Patel

Managing Director DIN: 00485197 Place: Mumbai Date: 30/06/2020

SD/-

Rajeev R. Patel Director (CFO) DIN: 00510532 Place: Mumbai Date: 30/06/2020

SD/-

Laxmiben Patel Director DIN: 00510582 Place: Mumbai Date: 30/06/2020

SD/-

Priyanka Kunwar Company Secretary Membership No.:A59197 Place: Mumbai Date: 30/06/2020

Annual Report 2019-20

Vapi Enterprise Limited (Formerly known as Vapi Paper Mills Limited)

E VAPI ENTERPRISE LIMITED (Formerly known as Vapi Paper Mills Limited) NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED ON 31ST MARCH,2020

Note 1: Significant accounting policies

  • a. Corporate Information

Vapi Enterprise Limited (Formerly known as Vapi Paper Mills Limited) provides services of lease rental and job work services with many businesses. The company have been in the business for the last 45 years.

The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is 213, Udhyog Mandir No.1,2nd Floor, 7/C, Pitamber Lane, Mahim- West, Mumbai -400 016.

The Board of Directors approved the standalone financial statements for the year ended March 31, 2020 and approved on June 30, 2020.

b. Basis of preparation

These financial statements are prepared in accordance with Indian Accounting Standard (Ind AS), under the historical cost convention on the accrual basis. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

c. Estimates and Judgements

The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period.

Estimation of uncertainties relating to the global health pandemic from COVID-19 The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, revenues and investment. The Company, as at the date of approval of these financial statements have used internal and external sources of information including credit reports and economic forecasts. The impact of COVID-19 on the Company’s financial statements may differ from that estimated as at the date of approval of these financial statements.

Annual Report 2019-20

Vapi Enterprise Limited (Formerly known as Vapi Paper Mills Limited)

d. Foreign Currency Transactions

  • i. Foreign Currency Transactions are recorded on the basis of the exchange rate prevailing on the date of transaction.

  • ii. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

  • iii. Monetary items which are denominated in foreign currency are restated at the exchange rates prevailing at the Balance Sheet date.

  • iv. Profit/ loss on translation thereon is credited or charged to the Profit and Loss Account except in case of long-term liabilities, where they relate to acquisition of Fixed Assets, in which case they are adjusted to carrying cost of such assets.

e. Revenue recognition

The company’s contract with the customers includes providing of premises on operating lease and manufacturing of products on job work basis. Hence the company recognises its revenue based on terms of the contract.

The dividend income is recognised based on establishment of the right to receive such income. The interest income is recognised on accrual basis

  • f. Property, plant and equipment

  • Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company’s assets are determined by the Management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life.

Depreciation methods, estimated useful lives and residual value

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by the Management. The Depreciation is calculated on written down value (WDV) method to allocate their cost, net of their residual values, over their estimated useful lives. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to Companies Act, 2013.

Impairment

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Reversal of impairment loss recognised in prior years is recorded when there is an indication that the impairment losses recognized for the assets no longer exist or have decreased.

Annual Report 2019-20

Vapi Enterprise Limited (Formerly known as Vapi Paper Mills Limited)

g. Income Taxes

Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in the Statement of Profit and Loss except to the extent that it relates to items recognized directly in equity.

  • i. Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date.

  • ii. Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized

h. Investments

Non-current investments are stated at cost. Provision for diminution in the value of Non-current Investments is made only if such a decline is other than temporary, if any.

i. Inventories

Inventories of stock in process, finished goods and raw materials have been valued at lower of cost or net realizable value. Inventory of stores and spares are stated at cost. For this purpose, cost is arrived at on the First in First out basis.

j. Employee Benefits

The company accounts for leave encashment benefits, bonus and gratuity on declaration.

k. Borrowing Cost

Borrowing costs that are attributable to the acquisition / construction of qualifying assets are capitalized as part of cost of such assets. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred.

l. Provisions and Contingencies

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that is reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that

Annual Report 2019-20

Vapi Enterprise Limited

(Formerly known as Vapi Paper Mills Limited)

reflects current market assessments of the time value of money and the risks specific to the liability.

Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.

m. Leases

The Company as a lessee

The Company’s lease asset classes primarily consist of leases for land. Leases on which significant portion of the risks and rewards of ownership are effectively retained by the lessor, are classified as operating leases. Operating leases payments are charged to the Statement Profit and Loss on a straight- line basis over the lease term.

The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. For operating leases, rental income is recognized on a straight-line basis over the term of the relevant lease.

Annual Report 2019-20

Vapi Enterprise Limited

( Formerly known as Vapi Paper Mills Limited)

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited )

NOTES TO FINANCIAL STATEMENTS

Note 2 : Property, Plant and Equipment (As at 31st March 2020)

Description Gross Block Gross Block Gross Block Gross Block Depreciation/Amortisation Depreciation/Amortisation Depreciation/Amortisation Depreciation/Amortisation Net Block Net Block
As at 01.04.2019 Additions/Adjust
ments
Deductions/A
djustments
As at 31.03.2020 As at 01.04.2020 For the year Deductions/A
djustments
As at 31.03.2020 As at 31.03.2020 As at 31.03.2019
Leased Assets:
Lease hold land 3,79,998 3,79,998 - - 3,79,998 3,79,998
Own Assets: - - -
FactoryBuilding 1,08,81,097 1,08,81,097 1,03,37,042 1,03,37,042 5,44,055 5,44,055
Office & Godown 3,53,93,270 12,99,132 3,66,92,402 1,66,06,994 13,24,221 1,79,31,215 1,87,61,187 1,87,86,276
Plant & Machinery 42,15,859 - 42,15,859 42,05,977 - 42,05,977 9,882 9,882
Furnitures & Fixtures 7,66,164 - 7,66,164 7,48,317 - 7,48,317 17,848 17,848
Office Equipments 15,83,836 45,318 16,29,154 15,46,852 13,078 15,59,930 69,223 36,983
Total 5,32,20,224 13,44,450 - 5,45,64,675 3,34,45,182 13,37,299 3,47,82,481 1,97,82,194 1,97,75,042
Note 2 : Property, Plant and Equipment (As at 31st March 2019)
Description Gross Block Depreciation/Amortisation Net Block
As at 01.04.2018 Additions/Adjust
ments
Deductions/A
djustments
As at 31.03.2019 As at 01.04.2019 For theyear Deductions/A
djustments
As at 31.03.2019 As at 31.03.2019 As at 31.03.2018
Leased Assets:
Lease hold land 3,79,998 3,79,998 - - - - 3,79,998 3,79,998
Own Assets:
FactoryBuilding 1,08,81,097 - - 1,08,81,097 1,03,37,042 - 1,03,37,042 5,44,055 5,44,055
Office & Godown 3,53,07,472 85,799 - 3,53,93,270 1,45,11,691 20,95,303 - 1,66,06,994 1,87,86,276 2,07,95,781
Plant & Machinery 42,15,859 - -
42,15,859 42,05,977 - -
42,05,977 9,882 9,882
Furnitures & Fixtures 7,66,164 - - 7,66,164 7,48,317 - - 7,48,317 17,848 17,848
Office Equipments 15,83,836 - - 15,83,836 15,46,852 - - 15,46,852 36,983 36,983
Total 5,31,34,426 85,799 - 5,32,20,224 3,13,49,879 20,95,303 3,34,45,182 1,97,75,042 2,17,84,547

Annual Report 2019-20

( Formerly known as Vapi Paper Mills Limited)

Vapi Enterprise Limited

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited )

NOTES TO FINANCIAL STATEMENTS

Note3: (Non Current Investments)

Note3:(Non Current Investments)
As at 31.03.20 As at 31.03.19
(Valued at cost)
Quoted Investment in Trust Securities (Long Term at cost)
Unit Trust of India
10,000 Units of Rs. 10 each fully paid up
Unquoted Investment in Equity Shares (Long Term at Cost)
The Zoroasterian Co-op Bank Ltd.
4,000 Equity Shares of Rs 25 each fully paid up
(Previous year 4,000 Equity Shares of Rs 25 each fully paid up)
Aggregate Values*
1.Aggregate amount of quoted investments
2.Market Value of quoted investments
3.Aggregate amount of unquoted investments
1,00,000
1,00,000
1,00,000
1,00,000
2,00,000 2,00,000
1,00,000
8,60,602
1,00,000
1,00,000
10,64,700
1,00,000

Note 4 : Non-current trade receivable

Note 4 : Non-current trade receivable
As at 31.03.20 As at 31.03.19
Unsecured & considered good
From others
Doubtful
From others
Total
Less: Allowance for doubtful debts
10,00,412
2,11,575
9,74,825
-
12,11,987
2,11,575
-
9,74,825
-
Total trade receivables 10,00,412 9,74,825

Note 5 : Loans (Unsecured)

Note 5 : Loans(Unsecured)
As at 31.03.20 As at 31.03.19
Loans
To Employees
Considered Good
22,630 30,000
22,630 30,000

Note 6 : Others Non-Current assets

Note 6 : Others Non-Current assets
As at 31.03.20 As at 31.03.19
Security Deposits
With Government
With others
Others
Deposit against Appeal
Balances with Revenue Authorities
11,72,415
3,000
34,82,360
10,31,265
11,73,959
3,000
34,82,360
10,60,562
Total 56,89,040 57,19,881

Note 7 : Current-trade receivable

As at 31.03.20 As at 31.03.19
Unsecured and considered good
From Others
27,91,838 27,99,553
Total 27,91,838 27,99,553

Note 8 : Cash and Cash Equivalent

As at 31.03.20 As at 31.03.19
Balances with banks-In current account
Cash on hand
38,79,108
15,482
10,60,678
17,430
Total 38,94,591 10,78,108

Vapi Enterprise Limited

Annual Report 2019-20

( Formerly known as Vapi Paper Mills Limited)

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited ) NOTES TO FINANCIAL STATEMENTS

Note 9 : Current Loan

Note 9 : Current Loan
As at 31.03.20 As at 31.03.19
Loans
To Employees
1,95,401 99,300
Total 1,95,401 99,300
Note:
Considered Good
1,95,401 99,300
Note 10 : Other current asset
As at 31.03.20 As at 31.03.19
Advances other than capital advances
Interest receivable on Electricity Deposit
Others
Balance with Revenue Authorities
Prepaid expenses
68,586
12,86,457
7,894
77,412
11,35,806
534
Total 13,62,937 12,13,752

Note 11 : SHARE CAPITAL

Note 11 : SHARE CAPITAL
Note 11.1 : Authorised Share Capital As at 31.03.20 As at 31.03.19
3,000,000 Equity Shares of Rs.10 each
(P.Y 3,000,000/- of Rs.10 each)
20,000 12 % Redeemable Cumulative Preference Shares of Rs. 100/-
each redeemable at par at any time (P.Y 20,000 of Rs.100 each)

3,00,00,000
20,00,000
3,00,00,000
20,00,000
Total
Note 11.2 : Issued, Subscribed and Paid up As at 31.03.20 As at 31.03.19
2,281,450 Equity shares of Rs.10 each fully paid up (P.Y 2,281,450 of
Rs.10each)
2,28,14,500 2,28,14,500
Total
Note 11.3 : Reconciliation of number of equity shares outstanding at
the beginning
and at the end of theyear:
As at 31.03.20 As at 31.03.19
Number of shares outstanding at the beginning of the year
Add: Changes duringtheyear
22,81,450
Nil
22,81,450
Nil
Number of shares outstanding at the end of theyear 22,81,450 22,81,450
Note 11.4 :Details of shares held by shareholders holding more than
5% of the aggregate shares in the Company:
As at 31.03.20 As at 31.03.19
No of Shares % of Holding No of Shares % of Holding
Equity Shares
Madhav Haridas Asher
1,65,551 7.26% 1,44,860 6.35%
Note 12 : Other equity
As at 31.03.20 As at 31.03.19
(i) Securities Premium
As per last Balance sheet
(ii) General Reserve
As per last Balance sheet
(iii) Retained Earnings
Balance as at beginning of the year
Add: Profit/( Loss) during the year
Balance as at end of the year
Total
4,34,06,480
2,39,87,567
(15,13,11,437)
51,38,498
4,34,06,480
2,39,87,567
(15,10,45,073)
(2,66,364)
(14,61,72,939) (15,13,11,437)
(7,87,78,892) (8,39,17,389)
As at 31.03.20 As at 31.03.19
(i) Securities Premium
As per last Balance sheet 4,34,06,480 4,34,06,480
(ii) General Reserve
As per last Balance sheet 2,39,87,567 2,39,87,567
(iii) Retained Earnings
Balance as at beginning of the year (15,13,11,437) (15,10,45,073)
Add: Profit/( Loss) during the year 51,38,498 (2,66,364)
Balance as at end of the year (14,61,72,939) (15,13,11,437)
Total (7,87,78,892) (8,39,17,389)

Vapi Enterprise Limited ( Formerly known as Vapi Paper Mills Limited)

Annual Report 2019-20

VAPI ENTERPRISE LIMITED ( Formerly known as Vapi Paper Mills Limited )

NOTES TO FINANCIAL STATEMENTS

Note 13 : Long term borrowing

Note 13 : Long term borrowing
As at 31.03.20 As at 31.03.19
Unsecured
Term Loans-From Directors
Term Loans-Inter Corporates
7,25,44,644
47,48,076
7,32,94,645
47,48,076
Total 7,72,92,720 7,80,42,721

Note 13.1 : Disclosure regarding repayment of term loans

The Loans are interest-free and are repayable on demand. During the year Rs. 7,50,000/- has been repaid to the directors

Note 14 : Non-Current trade Payables

As at 31.03.20 As at 31.03.19
Total outstanding dues of creditors other than micro
enterprises and small enterprises
Total outstandingdues of micro enterprises and small enterprises
10,59,605
-
9,61,349
-
Total 10,59,605 9,61,349

Note 15 : Other Liabilities

Note 15 : Other Liabilities
As at 31.03.20 As at 31.03.19
Others
Rent Deposit from Tenant
Trade Deposits
Advance from customer
ESIC PenaltyPayable
62,52,280
-
-
-
86,87,237
25,85,000
98,969
64,127
Total 62,52,280 1,14,35,333

Note 16 : Current Trade Payables

As at 31.03.20 As at 31.03.19
Total outstanding dues of creditors other than micro
enterprises and small enterprises
Total outstandingdues of micro enterprises and small enterprises
9,67,478
-
5,29,488
-
Total 9,67,478 5,29,488

Note 17 : Other current liability

Note 17 : Other current liability
As at 31.03.20 As at 31.03.19
Advances Received From Customers
Other Payables
Rent deposit
Employee Benefits Payable
Statutory Dues
OutstandingLiabilityfor Expenses
768
38,56,800
7,74,100
4,41,471
2,58,212
-
11,95,000
9,16,858
4,59,091
2,23,150
Total 53,31,351 27,94,099

Vapi Enterprise Limited ( Formerly known as Vapi Paper Mills Limited)

Annual Report 2019-20

VAPI ENTERPRISE LIMITED

( Formerly known as Vapi Paper Mills Limited ) NOTES TO FINANCIAL STATEMENTS

Note 18 : Revenue From Operations

Note 18 : Revenue From Operations
As at 31.03.20 As at 31.03.19
Job Work
Less: Sales return
2,50,17,055
-
2,32,89,753
(22,07,832)
Total 2,50,17,055 2,10,81,921
Note 19 : Other Income
As at 31.03.20 As at 31.03.19
Rent Income
Interest Income
Dividend Income From Long Term Investment
Discount
73,23,234
1,95,197
25,281
892
76,06,451
1,94,788
26,609
-
Total 75,44,604 78,27,848

Note 20 : Employee Benefits Expense

Note 20 : Employee Benefits Expense
As at 31.03.20 As at 31.03.19
Salary, Allowances, Bonus
Directors Remuneration: Managing Director
Contribution To Provident And Other Funds
Staff Welfare Expenses
86,99,757
9,00,000
6,37,925
51,518
1,11,69,112
8,40,000
7,73,427
62,893
Total 1,02,89,200 1,28,45,432
Note 21 : Finance Costs
As at 31.03.20 As at 31.03.19
Interest Paid On Trade Deposits
Interest Paid To Statutory Authority
Interest Paid To Bank On Overdraft
1,17,995
5,784
-
3,87,750
100
4,421
Total 1,23,779 3,92,271

Note 22 : Other Expenses

Note 22 : Other Expenses
As at 31.03.20 As at 31.03.19
Power And Fuel
Legal And Consultancy Expenses
Rates And Taxes And Fees
Security Expenses
Water Charges
Repairs To Godown
Rent
Travelling Expenses
Provision for Bad Debts
Office Expenses
Telephone Expenses/Internet Expenses
Vehicle Expenses
Miscellaneous Expenses
Commission Charges
GIDC NA Charges Expenses
Conveyance Expenses
Auditor Remuneration:
Statutory Audit Fees
Tax Audit Fees
Other Services
72,02,966
32,29,696
13,67,502
5,10,404
4,80,746
4,00,311
2,62,499
2,19,367
2,11,575
1,71,977
94,391
93,946
61,635
50,000
47,404
40,164
45,000
35,000
15,000
69,44,776
9,96,864
6,47,902
5,01,764
3,26,683
23,15,207
2,00,000
2,40,261
-
2,16,312
1,11,023
1,50,995
86,547
3,02,200
47,404
31,061
32,800
28,700
12,300
Total 1,45,39,582 1,31,92,798

Note 23 : Exceptional Items

Note 23 : Exceptional Items
As at 31.03.20 As at 31.03.19
Prior Period Expenses
Penalty
Short/excess Provsion for Expenses of Earlier Year
6,63,980
5,77,620
(1,08,298)
5,95,866
-
54,463
Total 11,33,301 6,50,329

Vapi Enterprise Limited Annual Report 2019-20 ( Formerly known as Vapi Paper Mills Limited)

VAPI ENTERPRISE LIMITED (Formerly known as Vapi Paper Mills Limited) NOTES TO FINANCIAL STATEMENTS

24. Contingent Liabilities: Rs.10,71,086/- (Previous Year Rs.34,82,360/- )

25. Capital Commitment: Estimated amounts of contracts remaining to be executed on capital account is Nil (Net of advances) (Previous Year 7,69,639).

26. Going Concern Assumption: The Company’s net worth is negative as on March 31, 2020. The management is hopeful of making net worth positive out of the surplus that had been generated from present activities and also by bringing required funds to finance losses. Now having regard to these the accounts are prepared on going concern.

27. Current Assets, Loans and Advances: In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business, provision for depreciation and all known liabilities is adequate and not in excess of the amount reasonably necessary.

28. Trade and Other Receivables: Balance of Trade Payables, Trade Deposits, Advance from Customers, Trade Receivables, Non-Current and Current Loans and Advances are subject to confirmation by the parties. In case of doubts regarding recoverability of receivables the provision for bad debt have been provided accordingly.

29. MSME Trade Payables: There are no identifiable Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date. The Micro, Small and Medium Enterprises have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

30. Disclosure for operating leases under Ind AS 17 – “Leases”:

Disclosure in respect of the assets given on leave and license agreement under operating lease is as under:

SR
No
Particulars 2019-20 2018-19
1. Lease income recognized in the Statement of
Profit and Loss for the year
Rs.73,23,234/- Rs.76,06,451/-

Vapi Enterprise Limited Annual Report 2019-20 ( Formerly known as Vapi Paper Mills Limited)

SR
No
Particulars 2019-20 2018-19
2. Future minimum receipt under the agreements,
which are non-cancellable are as follows:
Not later than one year Rs. Nil Rs. Nil
i) Later than one year and not later than five
years
Rs. Nil Rs. Nil
ii) Later than five years. Rs. Nil Rs. Nil

31. Expenditure in foreign currency: during the year on account of Travelling expenses Rs. Nil (Previous Year Rs Nil )

32. CIF Value of Imports of Raw Materials and Capital goods: Rs. Nil (Previous Year Rs. Nil )

33. Remittance in Foreign Currency on account of Dividend: Rs. Nil (Previous Year Rs. Nil)

34. Earnings in foreign exchange and expenditure in foreign currency: Rs. Nil (Previous Year Rs. Nil)

35. Related Party Disclosures:

  • A. List of Related Parties

  • a. Key Management Personnel:

    • i. Shri Manoj R. Patel (Managing Director)

    • ii. Shri Rajeev R. Patel (Whole Time Director)

    • iii. Smt. Laxmiben J. Patel (Director)

b. Other Related Parties:

  • i. M/s Poly Cone Paper Limited (Company with common director)

  • ii. Laj Investments Private Limited (Company with common director)

Vapi Enterprise Limited Annual Report 2019-20 ( Formerly known as Vapi Paper Mills Limited)

B. Transactions with Related Parties:

Sr.
No.
Particulars Key Management
Personnel
Key Management
Personnel
Associate Companies Associate Companies
2019-20 2018-19 2019-20 2018-19
A. Transaction during the year
I Remuneration 9,00,000 8,40,000 NIL NIL
II Unsecured
Loan
Taken
NIL NIL NIL NIL
III Unsecured
Loan
repaid
7,50,000 11,45,497 NIL NIL
IV Interest NIL NIL NIL NIL
B Outstanding balances at the year end:
I Unsecured Loan 7,25,44,645 7,32,94,645 47,48,076 47,48,076
II Remuneration NIL NIL NIL NIL
  • C. Post-Employment Benefits of key managerial person are not identified and accounted.

36. Accounting of income taxes: In view of the uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciation, the company has not considered any deferred tax assets as required to be disclosed under Ind AS 12 “Income tax”.

37. Earnings per Share:

Particulars 2019-20 2018-19
Profit / (Loss) in Rupees 51,38,498 (2,66,364)
Weighted
average
number
of
equity
shares
outstanding
22,81,450 22,81,450
Basic and diluted Profit / (Loss ) per share in Rupees 2.25 (0.12)

38. Accounting of Discontinued Operations: Company has closed down engineering and paper manufacturing division during the year 2011-12. However, the required information as per Ind AS – 105 has not been disclosed.

Vapi Enterprise Limited Annual Report 2019-20 ( Formerly known as Vapi Paper Mills Limited)

39. COVID as an important event occurring after balance sheet date, we expect rental income to reduce around 10% and job work income to reduce around 20% for FY. 20-21.

40. Impairment of Assets: None of the assets of the company having decline in the value of the assets which of permanent nature hence impairment treatment is not required for any of the assets.

41. Other Points: Previous year’s figures have been regrouped and /or rearranged whenever necessary.

____________

The notes are integral part of these financial statements.

As per our Audit Report of even date attached

For Chirag N Shah & Associates, For VAPI ENTERPRISE LIMITED Chartered Accountants

Registration No: 118215W

SD/-

Chirag Shah

(Partner) (M No. 105145) Date: 30/06/2020

SD/SD/-

Manoj R. Patel Rajeev R. Patel (Managing Director) (Director/CFO) DIN : 00485197 DIN : 00510532 Date: 30/06/2020 Date: 30/06/2020

SD/- SD/- Laxmiben Patel Priyanka Kunwar (Director) ( Company Secretary) DIN : 00510582 Membership No.A59197 Date: 30/06/2020 Date: 30/06/2020