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Uniply Decor Ltd.

BSE: 526957 Sector: Others
NSE: N.A. ISIN Code: INE493E01029
BSE 00:00 | 03 May Uniply Decor Ltd
NSE 05:30 | 01 Jan Uniply Decor Ltd
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OPEN 2.49
CLOSE 2.50
VOLUME 6661
52-Week high 2.61
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Uniply Decor Ltd. (UNIPLYDECOR) - Auditors Report

Company auditors report

TO THE MEMBERS OF UNIPLY DECOR LIMITED

Report on the Audit of the Financial Statements Adverse Opinion

We have audited the accompanying financial statements of Uniply Decor Limited ('theCompany/UDL') which comprise the Balance Sheet as at March 31 2021 the Statement ofProfit and Loss (including Other Comprehensive Income) the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of the significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us because of the significance of the matter discussed in the 'Basis for AdverseOpinion' section of our report the aforesaid financial statements do not give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and also does not give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the Act ('Ind AS') and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2021 and it's loss other comprehensive Income cash flow and the changesin equity for the year ended on that date.

Basis for Adverse Opinion

(a) There are debtors (other than related parties) amounting to Rs. 6.49 Crorerecoverable as on 31.03.2021 and there has been no recovery during the FY 2020-21. Neitherthe Company has provided us any confirmation letters from these debtors nor we couldobtain direct confirmation from most of the debtors. The Company has made a provision fordoubtful debts for only 10% of the amount of such debtors. In the absence of confirmationfrom most of the Debtors the recovery of said receivables is doubtful.

(b) TDS receivable under Other Current Assets amounting to Rs. 2.30 Crore forAssessment Year 20-21 is neither reflecting in 26AS nor been claimed in Income Tax Return.The same should have been written off in the books of account but that has not been done.This may cause equivalent amount of loss to be understated in profit and loss account andother equity to be overstated in balance sheet.

(c) Pending deposition of statutory dues statutory returns of Goods and Services Tax(GST) law and Tax deducted at source (TDS) have not been filed within prescribed time.Since provision of late fees and penalty for the same has not being made we are not ableto comment on consequent impact thereof on profit and loss account and balance sheet.

(d) The balances in the Trade Payables (other than provisions for expenses) amountingto Rs. 14.93 Crore are subject to reconciliation and confirmation.

(e) We have physically verified the Plant and Machinery amounting to approximately Rs.6 Crore (net block after depreciation) at Uthiramerur Factory. Most of the Plant andMachinery is in non-usable condition and there is significant doubt on its realizablevalue.

(f) In the absence of any revenue (including other income) there are no cash inflowsand therefore the company continues to be in severe liquidity crunch.

(g) Company has defaulted on its borrowings commitments to Yes Bank relating to CashCredit Limit amounting to Rs. 29.28 Crore (as on 31st March 2021) and Capex Term Loanamounting to Rs. 4.67 Crore (book value as on 31st March 2021). Yes bank had earlier fileda DRT case and started SARFAESI proceedings. Company had made a settlement with Yes Bankon 07th August 2020 for settlement amount of Rs. 36.50 Crore to be paid by way of sale ofUthiramerur Chennai Plant within 75 days of issuance of NOC by Bank. According tomanagement view the abovementioned settlement could not be worked out. Although theCompany has paid Rs. 7.40 Crore to Yes Bank from August 2020 to March 2021.

Later Company made revised offer vide letter dated 06th September 2021 for one timesettlement for a lower settlement amount of Rs. 23.75 Crore within 20 days from the dateof Company's offer letter. But Yes Bank rejected the offer by its reply letter dated 22ndSeptember 2021.

There is also a continuing case before Madras High Court filed by Yes Bank for recoveryof their dues. Yes Bank has also imposed certain restrictions on operations of other bankaccounts of the Company.

(h) There are contingent liabilities relating to penal Interest penalties and legalcosts for and consequential effects of the cases filed by Yes Bank before High Court ofMadras and DRT and by Mr. Sunil Kumar Bothra (ex-employee of the Company) before NCLT. Inview of management any such costs will be accounted upon getting the bills/demand. We arenot in a position to determine the amount thereof.

(i) GST amounting to approximately Rs. 2 Crore outstanding prior to 31.03.2020continues to remain unpaid even after Company has paid GST amounting to Rs. 2.94 Crore outof its GST outstanding prior to 31.03.2020. Self-Assessment Tax amounting to Rs. 1.64Crore relating to assessment year 2019-20 continue to remain unpaid. TDS amounting to Rs.5.23 Crore is for the period prior to 31.03.2020. Also for the FY 2020-21 TDS amountingto Rs. 6.74 lakhs remains unpaid.

(j) GST Registrations for all the offices / factories of the company continue to remaincancelled till date. We have not been provided any information or documents for any actiontaken by the Company to either revive those registrations or to correct the related GSTnon-compliances and to surrender those registrations. The company has availed Input TaxCredit (ITC) of approximately Rs. 4.41 Crore across various registrations / locations ason 31st March 2021. Company continues to avail Input Tax Credit of certain expenses at itsChennai office during FY 2020-21 in spite of its cancelled GST registration.

However in the absence of active GST registration across all the locations we areunable to comment on the appropriateness of availing the same. This may cause the amountof loss to be understated by and other equity to be overstated by Rs. 4.41 Crore.

In our view the said matters in abovementioned paragraphs (e) (f) (g) (h) (i) and(j) of Basis of Adverse Opinion Section will have an adverse impact on company's abilityto continue as a going concern in the foreseeable future.

(k) Other Non-Current Assets include Capital Advances Rs. 42.85 Crore that has beenpaid to M/s Euro Decor Private Limited for the purchase of the Gujarat Factory. There isno progress in securing of title of immovable property and other assets for which advancewas given several years back. Management has informed that procedural delays and liquiditycrunch are the reasons therefor.

(l) Capital Work in Progress at Gandhidham Gujarat factory amounting to Rs.4.84 Croreas on 31.03.2020 continues to remain same as on 31.03.2021. Management has informed thatPlant and Machinery is categorized as Capital work in progress on 31.03.2021 as itrequires further expenditure to come into workable condition and thereafter it can becapitalized. Management plan to incur those expenses at the time of restarting operationof the Gandhidham Gujarat factory.

Material Uncertainty Related to Going Concern

The company has incurred net loss of Rs. 251.78 Crore during the financial years2020-21 and net loss of Rs. 4.29 Crore during the financial years 2019-20. Any of thefactories of the company - either at Uthiramerur Chennai or at Gandhidham Gujarat orany of the branch offices of the Company are not in operation since January 2020 till dateof audit report. There has been a significant adverse impact on the Company upto now dueto COVID-19 in terms of noncollection of receivables stoppage of operations anddiscontinuance of manpower. Powers of the Board of Uniply Industries Limited (PromoterCompany) have been suspended as a consequence of the initiation of CIRP in terms ofprovisions of Insolvency and Bankruptcy Code 2016. Employees' strength of the Company isless than 20. A petition has been filed with NCLT under Insolvency and Bankruptcy Code byMr. Sunil Kumar Bothra (ex-employee of the Company) for CIRP of the Company. These factorsalongwith abovementioned paragraphs (e) (f) (g) (h) (i) and (j) of the Basis forAdverse Opinion section of our Audit Report raise substantial doubt about the company'sability to continue as a going concern in the foreseeable future. However the company'sfinancial statements have been prepared by the management on going concern basis.

Emphasis of Matter

a. We draw attention to Note no. 37.1 of the financial statements

As per announcement dated 07th October 2021 made to exchanges by Uniply IndustriesLimited (Promoter of Uniply Decor Limited) National Company Law Tribunal Chennai Bench(''NCLT'') has pronounced the order for admitting Uniply Industries Limited into theCorporate Insolvency Resolution Process (''CIRP''). Powers of the Board of UniplyIndustries Limited have been suspended as a consequence of the initiation of CIRP in termsof provisions of Insolvency and Bankruptcy Code 2016.

Appointment of IRP has been made through an ex-parte order. According to UniplyIndustries Limited the claimant did not acknowledge certain payments made to him. UniplyIndustries Limited has already filed an appeal before National Company Law AppellateTribunal in this regard. The management of the Company is confident that theabovementioned order admitting the Company into CIRP will be set aside.

Company has taken abundant precaution on the advice of its auditors and made 100%provision against the receivables amounting to approx. Rs. 154 Crore of the Company fromUniply Industries Limited.

Our opinion is not modified in respect of this matter.

b. We draw attention to Note no. 39 of the financial statements

Goodwill amounting to Rs. 81.21 Crore has been written off during FY 2020-21 and losson impairment of goodwill has been booked because the Company considers that there is norealizable value of said Goodwill as on 31st March 2021.

Our opinion is not modified in respect of this matter.

c. We draw attention to Note no. 40 of the financial statements

Following are the facts relating to the non-payment of Non-Convertible Debentures(NCDs) by the related parties:

(i) Default of non-payment of Debentures issued by KKN Holdings Private Limited withtrustee being Beacon Trusteeship Limited happened on 20 th March 2020 and one year tothat default completed on 19th March 2021. Therefore section 167 read with section164(2)(b) of Companies Act 2013 are applicable to directors of KKN Holdings PrivateLimited - Mr. Keshav Narayan Kantamneni and Mr. Ramgopal Lakshmi Ratan (who are alsocommon directors of the Company) to assess their disqualification as director of theCompany under Companies Act 2013.

According to Management view Debentures which were due at KKN Holdings Private Limitedhave been paid in full within the extended agreed time and therefore there are nodisqualifications of Directors of the Company with regard to Debentures issued at KKNHoldings Private Limited. Management has also obtained a certificate from PracticingCompany Secretary in this regard. Also Company secretary of the Company has relied onand agreed to the same view.

(ii) Default of non-payment of Debentures issued by Vector Projects India PrivateLimited with trustee being SBICAP Trustee Company Limited happened on 26th June 2020 andone year to that default completed on 25th June 2021. Therefore section 167 read withsection 164(2)(b) of Companies Act 2013 are applicable to directors of Vector ProjectsIndia Private Limited - Mr. Keshav Narayan Kantamneni and Mr. Ramgopal Lakshmi Ratan (whoare also common directors of the Company) to assess their disqualification as director ofthe Company under Companies Act 2013.

According to Management view since the timeline for repayment of debentures issued toVector Projects (India) Private Limited has been extended by SBICAP Trustee CompanyLimited and Debenture Holders till October 16 2021 hence the applicability of Section167 read with Section 164(2)(b) of Companies Act 2013 to assess disqualification shallbe taken as extended to one year from October 16th 2021 and therefore there are nodisqualifications of Directors of the Company with regard to Debentures issued at VectorProjects India Private Limited. Management has also obtained a certificate from PracticingCompany Secretary in this regard. Also Company secretary of the Company has relied onand agreed to the same view.

Our opinion is not modified in respect of this matter.

d. We draw attention to Note no. 41 of the financial statements

Wrong declaration was made by mistake in the ITR of the Company for AY 2020-21 toIncome Tax Department regarding Tax Audit for AY 2020-21 with name of CA firm N.D. Kapur& Co. and its partner Mr. Mohit Kumar whereas such tax audit is still in progress andnot yet completed. The Company has intimated on 28th October 2021 to the Income TaxDepartment by way of e-mail regarding the inadvertent mistake.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.Apart from the matter described in the Basis for Adverse Opinion section we havedetermined no other key audit matters to communicate in our report.

Information other than the Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and Analysis

Report on Corporate Governance Directors' Report etc. but does not include thefinancial statements and our auditor's report thereon. These reports are expected to bemade available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.

When we read these reports if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The accompanying financial statements have been approved by the Company's Board ofDirectors. The Company's Board of Directors is responsible for the matters stated insection 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the Ind AS specifiedunder section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance withStandards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern;

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation;

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by section 197(16) of the Act based on our audit we report that theCompany has not paid any remuneration to its directors during the year therefore being inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act is not applicable.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in the"Annexure I" statement on the matters specified in paragraphs 3 and 4 of theorder to the extent applicable.

3. Further to our comments in Annexure I as required by section 143(3) of the Actbased on our audit we report to the extent applicable that:

(a) We have sought and except for the matters described in the Basis for AdverseOpinion section obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit of the accompanyingfinancial statements;

(b) Except for the effects/possible effects of the matters described in the Basis forAdverse Opinion section above in our opinion proper books of account as required by lawhave been kept by the Company so far as it appears from our examination of those books;

(c) The financial statements dealt with by this report are in agreement with the booksof account.

(d) Due to the significance of the matters described in the Basis for Adverse Opinionsection above in our opinion the aforesaid financial statements do not comply with therequirement and provisions of Ind AS specified under Section 133 of the Act.

(e) The matters described in the Basis for Adverse Opinion paragraph above in ouropinion may have an adverse effect on the functioning of the company.

(f) As per the matters described in paragraph (c) of in the Emphasis of matter sectionaccording to management view (also supported by certificate of Practicing CompanySecretary) directors of the Company - Mr. Keshav Narayan Kantamneni and Mr. RamgopalLakshmi Ratan are not disqualified.

We have received written representations in Form DIR-8 from all the directors of theCompany taken on record by the Board of Directors on 24th May 2021 that they have notincurred disqualification under section 164(2) of the Companies Act 2013 in any of thecompanies in previous financial year i.e. FY 2020-21.

(g) The adverse remarks relating to the maintenance of accounts and other mattersconnected therewith are as stated in the Basis for Adverse Opinion section above.

(h) With respect to the adequacy of the internal financial controls with respect tofinancial statements of the company and the operating effectiveness of such controlsrefer to our separate report in "Annexure II" and

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

i. Except as mentioned in paragraph (h) of the Basis of Adverse Opinion section of ouraudit report the company has disclosed the impact of pending litigation on its financialposition - Refer Note 38 of financial statements.

ii. The company does not have any long-term contracts including derivative contractshaving any material foreseeable losses for which provision was required.

iii. There has been delay in transferring amount of Rs. 258921/ - that was requiredto be transferred to the Investor Education and Protection Fund by the company.

Annexure I to the Independent Auditor's Report of even date to the members of UniplyDecor Limited on the financial statements for the year ended March 31 2021.

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

(i) (a) According to the information and explanations received by us several brancheshave been closed. Some assets of those branches have been left at vacated premises andsome other assets have been shifted to Chennai Factory but those carry no value. Andtherefore such assets amounting to Rs. 4615720/ - have been written off. Subject toabove the company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) All the assets have been physically verified by the management during the year. Inour opinion the frequency of verification is reasonable having regard to size of thecompany and nature of its business. No material discrepancies were noticed on suchverification except the significant doubt on realizable value of Plant and Machineryhaving book value amounting to approximately Rs. 6 Crore (net block after depreciation) atUthiramerur Factory as mentioned in paragraph (e) of the Basis for Adverse Opinion sectionof our Audit Report.

(c) According to the information and explanations received by us the company owns landand building and the title deeds of immovable properties have been held in the name of thecompany.

(ii) Management has conducted physical verification of inventory at year end. Certaindiscrepancies were found on physical verification in the books value of inventory and itsrealizable value. Inventory amounting to Rs. 91877375 (86% of stock brought forwardfrom earlier years) being not realizable was written off. As informed by management thisloss of inventory was caused primarily due to lack of production and sales during theCovid-19 pandemic and therefore stock became commercially unfit for the intended purpose.Company has not maintained the stock register for the FY 202021 and only relied on annualinternal physical verification because there are no operations in the Company for thewhole year.

(iii) According to the information and explanations given to us the Company hasgranted unsecured loans of Rs. 1190000000/ - to related company M/s Uniply

Industries Limited and have complied with the provisions of Section 189 of theCompanies Act 2013 with regard to maintenance of a register under the said section.

a. Above mentioned loan has continued with the borrower promoter company. The terms andconditions of the grant of such loans are in our opinion prima facie prejudicial to theCompany's interest because interest on the said loan has been waived for FY 2020-21 andthat has adversely affected the revenue of the Company.

b. There is no specific repayment schedule for the principal amount and the loan isrepayable on demand. Till date there has been no repayment of the principal amount.

c. The terms of arrangements do not stipulate any repayment schedule of principal.Accordingly paragraph 3(iii)(c) of the order is not applicable to the Company in respectamount of principal overdue.

(iv) In our opinion and according to the information and explanations given to us theCompany has not complied with the provisions of Sections 186 of the Act in respect ofwaiver of interest on granted loans.

(v) The Company has accepted deposits (i.e. remaining in the Company of Advance fromCustomers for more than one year) amounting to Rs. 75.30 Lakh during the year undersub-rule (xii) Rule-2 of The Companies (Acceptance of Deposits) Rules 2014. Theprovisions of Sections 73 to 76 have not been complied with by the Company duringfinancial year 2020-21.

(vi) According to the information and explanations given to us the company is notengaged in production of any such goods or provision of any such services for which theCentral Government has prescribed particulars relating to utilization of material andLabour or other items of cost. Hence the provisions of Section 148(1) of the CompaniesAct 2013 do not apply to the Company. Hence in our opinion no comment on maintenance ofCost records under section 148(1) of the Act is required.

(vii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company:

(a) the company has not been regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income-tax goods and services tax valueadded tax cess and other statutory dues wherever applicable with the appropriateauthorities. According to the information and explanations given to us there were approx.89207525/ -payable in respect of aforesaid dues which are in arrears as at 31st March2021 for a period of more than 6 months from the date they became payable.

S. No. Nature of statutory dues Period to which they relate Amount (Rs.)*
1 TDS Payable For F.Y. 2018-19 33322619/-
TDS Payable For F.Y. 2019-20 18988182/-
TDS Payable For F.Y. 2020-21 more than 6 months 378877/-
2 CST Payable For the period before 31.03.2019 151061/-
3 Goods and Service Tax Payable (Net)* As on 31.03.2021 19448570/-
4 Professional Tax Payable For the period before 31.03.2019 198200/-
Professional Tax Payable For F.Y. 2019-20 258960/-
Professional Tax Payable For F.Y. 2020-21 more than 6 months 13056/-
5 Income Tax - Self Assessment Tax FY 2018-19 16448000/-
Total 89207525/-

* In absence of records of GST Search being made available to us and disallowable ITCdue to cancellation of GST registrations and non-filing of GST returns of various monthsthe above figures are taken from books of accounts.

(b) According to Information & Explanation given to us there are no dues of IncomeTax Sales Tax Service Tax Goods and Service Tax Excise Duty and Value Added Tax whichhave not been deposited as at March 31 2021 on account of dispute.

(viii) According to the records of the company the Company has defaulted in repaymentof loans or borrowings to any financial institution and a bank but not to government orany dues to debenture-holders during the year. Details of loans outstanding to banks orfinancial institutions as at 31st March 2021 are given as follows:

Name of the Institution Principal and interest Outstanding (Rs.) Period of default
Yes Bank Capex Loan 46669475 NPA account - No payment for more than 2 years
Kotak Mahindra Prime Limited - Car Loan 379621 Last Instalment paid dated 0501-2020

(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) or term loans and hence reporting under Clause 3 (ix)of the Order is not applicable to the Company.

(x) Based upon the Audit procedure performed and according to information andexplanation given to us no fraud by the Company or on the company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) As per the information and explanations provided to us because the company hasnot paid/provided any managerial remuneration during financial year 2020-21 thereforereporting under Clause 3 (xi) of the Order is not applicable to the Company.

(xii) In our opinion and to the best of our information and explanations provided bythe management we are of the opinion that the company is not a Nidhi Company. Henceclause 3 (xii) of the Order do not apply to the company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the company considering the consolidated nature of approvalby resolutions we are unable to state whether the Company is in compliance with Sections177 and 188 of the Companies Act 2013 where applicable for all transactions with therelated parties and the completeness / correctness of the disclosures / details of relatedparty transactions in the financial statements as required by the applicable IndianAccounting Standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment/private placement of shares or fully or partly convertible debentures duringfinancial year 2020-21.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected to its directors and hence provisions of Section 192 of theCompanies Act 2013 are not applicable to the Company.

(xvi) This clause of the CARO 2016 is not applicable to the company as the company isnot a required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

'Annexure B' to the Independent Auditors' Report

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Subsection 3 of Section 143 of the Companies Act 2013 ("the Act")

In conjunction with our audit of the financial statements of Uniply Decor Limited ('theCompany') as at and for the year ended March 31 2021 we were engaged to audit theinternal financial controls with reference to financial statements of the Company as atthat date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal financial controls with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting ('the Guidance Note') issued by the Institute ofChartered Accountants of India (the 'ICAI'). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of the Company's businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

Because of the matters described in Disclaimer of Opinion paragraph below we were notable to obtain sufficient and appropriate audit evidence to provide basis for an auditopinion on internal financial controls over financial reporting with reference to thesefinancial statements of the company.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

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

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Disclaimer of Opinion

The internal financial controls over financial reporting with reference to thesefinancial statements with regard the company were not fully made available to us todetermine if the company has established adequate internal financial controls overfinancial reporting with reference to these financial statements at the aforesaid andwhether such financial controls were operating effectively as at 31st March 2021.Accordingly we do not express an opinion on internal financial controls over financialreporting with reference to these financial statements.

We also have audited in accordance with the Standards on auditing issued by instituteof Chartered Accountants of India as specified under section 143(10) of the Act thefinancial statements of Uniply Decor Limited which comprises the Balance Sheet as at 31stMarch 2021 and the related Statement of Profit and loss and Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of the significantaccounting policies and other explanatory information. We have considered the disclaimerof opinion reported above in determining the nature timing and extent of the audit testsapplied in our audit of the March 31 2021 of financial statements of Uniply Decor Limitedand this report does not affect our report dated 17th November 2021 which expressedAdverse Opinion on those financial statements.

For N.D. Kapur & Co
Chartered Accountants
FRN: 001196N
CA Mohit Kumar
Partner
M. No: 547715
UDIN: 21547715AAAADQ1854
Place: New Delhi
Dated: 17th November 2021

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