You are here » Home » Companies » Company Overview » Uniply Decor Ltd

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
OPEN 2.49
52-Week high 2.61
52-Week low 0.00
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.49
CLOSE 2.50
52-Week high 2.61
52-Week low 0.00
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) - Director Report

Company director report

To All members

Your Directors have pleasure in presenting the 33rd Annual Report on the business andoperations of your company along with the Audited Statement of Accounts for the year ended31st March 2021.


The highlights of the financial results of the company for the year ended 31st March2021 as compared with the previous year are given below:

(Rs. in lakhs except EPS data)

Particulars 31.03.2021 31.03.2020
Revenue from operation - 3480.51
Other income - 1755.00
Total Income - 5235.51
Total Expenditure 4580.64 5525.74
Profit / (Loss) before Taxation & Exceptional Items -4580.64 -290.23
Exceptional Items 20986.49 -
Profit/(Loss) after Exceptional items 25567.13 -290.23
Tax Expenses -388.66 138.76
Profit/(Loss) after Exceptional items and Taxation -25178.47 -428.99
EPS of Rs. 2/- each -20.58 -0.35


During the fiscal year ended 31st March 2021 the business and operation of the Companywas non-operational on account of COVID 19 related nationwide lockdown. Profit/ (loss)after tax attributable to owners is Rs (251.78) Crores for the year 2021 compared toProfit/ (loss) after tax of Rs (4.29) Crores for the previous year.


The Company does not have any Subsidiary & Associate concerns during the year.


There has been no change in the nature of business of the Company.


In view of the loss and absences of business and operation the Board has notconsidered any dividend during the year.


During the year under review no profit has been transferred to General Reserve. PUBLICDEPOSITS

During the period under review the Company did not invite or accept any deposits fromthe public in terms of Chapter V of the Companies Act 2013.


In compliance with section 134(3) (c) of the Companies Act 2013 your Directorsconfirm:

a) That in the preparation of Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for that period.

c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your company and for preventing and detecting fraud and otherirregularities;

d) That they have prepared the annual accounts on a going concern basis.

e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively


The authorized Share Capital and paid up Share Capital as on 31.03.2021 is Rs.300000000/- (150000000 Equity shares of Rs. 2/-each) and Rs. 244685700/ -(122342850 Equity shares of Rs. 2/ - each respectively.


During the period under review Mrs. Aruna Subramanian was appointed as an AdditionalNon Executive & Independent Director on the Board of the Company w.e.f 11.06.2020 andceased to be the Director of the Company w.e.f 30.06.2020. Mrs. Reena Bathwal and Mr.Parul Satyan Bhatt resigned from Non-Executive - Independent Director of the company as on30th May 2020. Mr Birendar Kumar Sahoo and Mr. Anil Kumar Khhecha was appointed asAdditional Non Executive & Independent Director on the Board of the Company w.e.f30.05.2020. Except this there are no other changes in Directors & KMP of the Company.

The Composition of the Board as on 31st March 2021 was not in compliance with theprovisions of the SEBI (LODR) Regulations 2015. However on 7th August 2021 afterappointment of Mrs. Shakuntala Bharat Merchant and Mr. Bharat Pranjivandas Merchant as theNon-Executive - Independent Directors there are no defect in the composition of Board.Subsequently on 21st August 2021 Mrs. Shruti Lohia also appointed as Non-Executive -Independent Director.

Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.


The Company has received necessary declaration under section 149(7) of the CompaniesAct 2013 that he/she meets the criteria of independence as laid down in section 149(6) ofthe Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.


Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees. The manner in which the evaluation has been carried outhas been explained in the Corporate Governance Report.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The brief terms of reference of Nomination & Remuneration Committee isstated in corporate governance report. The link to access Nomination & RemunerationPolicy is


The Company has framed Familiarization Program for Independent Directors pursuant toSEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link toaccess the aforesaid program is


A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review 10 (Ten) Board Meetings were convened and held. The details ofwhich are given in the Corporate Governance Report. The intervening gaps between theMeetings were within the period prescribed under the Companies Act 2013.


The Board has various Committees such as Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee and Corporate Social Responsibility (CSR)committee. The details of each committee and their respective meetings have been providedin the Corporate Governance Report.


In terms of Schedule IV of the Companies Act 2013 and the SEBI (LODR) 2015 a separatemeeting of the Independent Directors of the Company was held on 17.02.2021 without thepresence of Executive Directors and members of the management wherein they inter aliadiscussed:

• The performance of the Chairperson of the Company taking into account the viewsof Executive Directors and Non-Executive Directors; and

• The performance of Non-Independent Directors and the Board as a whole;

• The quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.


The Company was not falling under criteria given for maintenance of Cost Record/CostAudit as per the Companies (Cost Records and Audit) Rules 2014. Hence costaudit/Maintenance of cost record was not conducted.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of (Managerial Personnel) Rules 2014 the Company hasappointed M/s. Lakshmi Subramanian & Associates Practicing Company SecretariesChennai to undertake the Secretarial Audit of the Company. The Report of the SecretarialAuditor is annexed herewith as "Annexure A". There are certificationqualification/ observation/ remarks in their report.

The response of the Management on Secretarial Auditors qualification reservation orremark are as follows:

• The Annual General Meeting for the financial year 2019-20 was held on 24th May2021 beyond extended period of 3 months i.e. 31st December 2020.

Management's response - Due to the Pandemic related Lockdown the financial statementof the Company was not ready by 31st December 2020. Therefore the Company couldn'tconvene the Annual General Meeting (AGM) within the prescribed time limit.

• There has been delay in filing certain e-Forms including e-Form MGT-7 MGT-14MGT- 15 AOC-4 XBRL with Ministry of Corporate Affairs and certain e-forms including DPT-3 MSME-1 MR-1 IEPF 2 & 6 are pending to be filed.

Management's response - The Company is in the process of filling the pending forms andreturns.

• The Board is not properly constituted with optimum combination of executive andnon executive directors. The Company has no woman director on the Board as on 31st March2021.

Management's response - The Company has appointed Women Directors and the Board of theCompany is in Compliance w.e.f 07th August 2021.

• In terms of Section 125 of the Companies Act 2013 an unpaid and unclaimeddividend amount pertaining to the financial year 2012-13 lying with a company for a periodof seven years was due for transfer to the Investor Education and Protection Fundestablished by the Central Government on 30th October 2020 and not yet transferred.

Management's response - The Company is in the process of transferring the said amountto the IEPF the same will be complied very soon.

• Company has obtained advances from the customers which are pending withoutrendering services beyond 12 months. However the Company yet to file e-form DPT- 3.

Management's response - The Company is in the process of settling the advances andnecessary forms in this regard will be filed shortly.

Other qualification/ observation/ remarks of the Secretarial Auditors in their reportif any are self-explanatory.


Certificate from M/s. Lakshmmi Subramanian & Associates Practicing CompanySecretary confirming that none of the Directors on the Board of the Company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe SEBI Ministry of Corporate Affairs or any such other Statutory Authority asstipulated under Regulation 34(3) of the Listing Regulations is annexed herewith as"Annexure B" to this Report.


The Annual Return as required under Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website (


Since last two years the operations of the company has suffered on account of globalpandemic and the resulting lock down which includes two compulsory Country wide lockdown.The company has now taken steps for initiating the operations of the company. The companyis confident of reviving its operations in the ensuing period.


All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are materiallysignificant related party transactions made by the Company with Promoters Directors Key

Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large. The details have been furnished in Form AOC-2.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The Web link for the same is https: / /

The detail with respect to Related Party Transactions is slated in form AOC-2 inAnnexure - C.


Particulars of employees as per section 197 of the Companies Act 2013 read with rule 5(2)

& (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 need to be furnished is NIL. The Information which are required to bedisclosed on Annual Report under section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is stated in Annexure-D.


M/ s. N. D. Kapur & Co. Chartered Accountants is the Statutory Auditor of theCompany. The Auditors Report to the Shareholder contains certain reservationQualification or adverse remark.

The response of the Management on Auditors qualification reservation or adverse remarkare as follows:

(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.

Management's response - The manufacturing operations of the company which had beenrestricted initially due to strategic reasons has been completely put on hold at the onsetof pandemic related lockdown. The company carries a long history of commercial relationwith all its buyers/ dealers from whom an amount of Rs 6.49 cr is owed to the company.Considering the long history of commercial relation the management is of the opinion thatonce the commercial activity of the company is activated the amount shall be recoveredfrom the identified debtors in due course.

(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.

Management's response - The aforesaid TDS receivables is from Uniply IndustriesLimited they have deducted the TDS however the said TDS has not been remitted to IncomeTax Dept by them. During the financial 2021-22 the Company will claim the said amount fromUniply Industries Limited by reversing the TDS receivable account.

(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.

Management's response - The Company has been operating with a very limited employeestrength during the period of COVID due to which a few compliances have been delayed.These delayed compliances have been identified and the Management is making efforts toensure that these compliances are made at the earliest.

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

Management's response - The Management has planned to undertake the verificationconfirmation and reconciliation process for the identified accounts of Trade Payable.These verifications could not be taken up earlier on account of the reduced employeestrength that the company was operation on account of COVID related lockdown. Further theCompany has not received any balance confirmation request during this period from any ofthe identified Trade payables account outside the amount of Rs.14.93 cr.

(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.

Management's response - The plant & machinery at Uthiramerur Factory need a routinemaintenance overhaul which also includes replacement of certain consumable parts. This ison account of the reason that the plant & machinery has remained unused for a longperiod of time during the COVID related lock down period. The Management confirms that theplant & machinery will be in perfect usable condition once the routine maintenanceoverhaul is undertaken.

(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.

Management's response - The commercial operations of the company have remained shut andnow the Management has plans to start of the operations of the company.

(g) 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.

Management's response - While a significant amount of outstanding statutory dues hasbeen paid during the year the Management is committed to pay balance outstandingstatutory dues and efforts are being made in this direction.

(h) 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 GSTnoncompliances 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.

Management's response - The Management has taken steps to surrender GST registrationsacross various regions where there has been limited market for its products. Now themanagement proposes to apply for activation of GST registration only in those regionswhere there will be commercial operations. This is proposed to be done to minimizecompliance related efforts and also to keep the commercial operation focused with optimalcompliance cost.

Material Uncertainty Related to Going Concern- The company has incurred net loss of Rs.251.78 Crore during the financial years 2020-21 and net loss of Rs. 4.29 Crore during thefinancial years 2019-20. Any of the factories of the company - either at UthiramerurChennai or at Gandhidham Gujarat or any of the branch offices of the Company are not inoperation since January 2020 till date of audit report. There has been a significantadverse impact on the Company upto now due to COVID-19 in terms of non-collection ofreceivables stoppage of operations and discontinuance of manpower. Powers of the Board ofUniply Industries Limited (Promoter Company) have been suspended as a consequence of theinitiation of CIRP in terms of provisions of Insolvency and Bankruptcy Code 2016.Employees' strength of the Company is less than 20. A petition has been filed with NCLTunder Insolvency and Bankruptcy Code by Mr. Sunil Kumar Bothra (ex-employee of theCompany) for CIRP of the Company. These factors alongwith abovementioned paragraphs (e)(f) (g) (h) (i) and (j) of the Basis for Adverse Opinion section of our Audit Reportraise substantial doubt about the company's ability to continue as a going concern in theforeseeable future. However the company's financial statements have been prepared by themanagement on going concern basis.

Management's response - The company has suffered on account of global pandemic and theresulting lock down which includes two compulsory Country wide lock-down. The company hasnow taken steps for initiating the operations of the company. The company is confident ofreviving its operations in the ensuing period - more specifically from Quarter 4 of FY2022. IRP has been appointed at Uniply Industries Limited. It should be noted that theappointment of IRP has been made through an ex-partee order and the claimant did notacknowledge certain payments made to him. Uniply Industries Limited has already filed anappeal in this regard and the company is confident of a positive outcome in this regard.In the previous few months the company has appointed key resources who will be able tostart the operations of the plant. This team is in addition to the team which was alreadyin place during the period of pandemic who were retained to ensure maintenance and up keepof the pant. The petition of Mr Sunil Kumar Bothra pertains to payment of salaries anddeposit of TDS on the same. In this regard the company has already paid the salaries to MrBothra. The TDS on the same will be paid by the company and necessary update will be madeto the Hon'ble Courts in this regard.

Other remarks and observation of the Auditor in their report and annexure andmanagement responses if any are self-explanatory.


During the year under review neither the statutory auditors nor the secretarialauditors have reported to the audit committee under section 143(12) of the Companies Act2013 any instance of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in Board's report.


The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee and delegated to Internal Auditor to maintain itsobjectivity and independence. The Internal Auditor reports to the Chairman of the AuditCommittee of the Board and to the Managing Director of the Company.

The Internal Auditor M/s. Karikalan & Co. Chartered Accountants monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company and promptly informed the management on the lacking as and when required.


The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements. Allloans investment taken/given with proper approval and an incompliance with the applicablelaws.


The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE).


The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the vigil mechanism/Whistle Blower Policy isposted on the website of the Company and available in this web link:


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureE".


During the year under review the foreign exchange earned by the Company was Nil andoutgo is Nil.


Risk Assessment and minimization procedures have been framed by the Company named as"Risk Management Charter" and are reviewed by the Committee from time to time.The Committee has overall responsibility for monitoring and approving the risk policiesand associated practices of the Company. The Duties and Responsibilities of the Committeeare as follows:

• Annually review and approve the Risk Management Policy and associatedframeworks processes and practices of the Company.

• Ensure that the Company is taking the appropriate measures to achieve prudentbalance between risk and reward in both ongoing and new business activities.

• Evaluate significant risk exposures of the Company and access management'sactions to mitigate the exposures in a timely manner.

• Co-ordinate its activities with Audit Committee in stances where there is anyoverlap with Audit activities.

Within its overall scope as aforesaid the Committee shall review risks trendsexposure and potential impact analysis and mitigation plan.


In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act our company has constituted anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. During the year under review the committee has notreceived or disposed any complaints relating to sexual harassment at work place of anywomen employee. The policy on the same can be viewed in the website of the Company. Theweb link to access the aforesaid programme


Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company's thrust is on the promotion of talent internally through jobrotation and job enlargement.


During the Year under review Your Company enjoyed cordial relationship with workersand employees at all levels.


Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company for a period of seven years as on the date ofAGM (i.e. 30.09.2019) with the Ministry of Corporate Affairs. The dates by which theunpaid or unclaimed dividend amounts will be transferred to IEPF are as under:

Financial Year Date of Declaration Rate of Dividend per share Due date for transfer to IEPF*
2012-2013 11.09.2013 15% (0.30) 18.10.2020

* The transfer is under process


The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (LODR) 2015. The Report is annexed herewith as"Annexure F".


Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section. The Report is annexed herewith as "Annexure G".


The Code of Conduct for Directors and Senior Management Personnel is posted on theCompany's website. The Chairman and Managing Director (CMD) of the Company has given adeclaration that all Directors and Senior Management Personnel concerned affirmedcompliance with the Code of Conduct with reference to the year ended on March 31 2021.The declaration is annexed herewith as "Annexure H".


The Chairman and Managing Director (CMD) of the Company give annual certification onfinancial reporting and internal controls to the Board in terms of Regulation 17(8) of theListing Regulations. The declaration is annexed herewith as "Annexure I".


Certificate from M/s. Lakshmmi Subramanian & Associates Practicing CompanySecretary confirming compliance with conditions of Corporate Governance as stipulatedunder Regulation 34 of the Listing Regulations is annexed herewith as "AnnexureJ".


In its continued pursuit for an ecofriendly environment your company adopts processesand policies which contribute in making our plant a safer place.


Your company is committed to a green and healthy environment. In this regard yourcompany operates a dedicated effluent and chemical treatment plant. Air and waterpollution levels are regularly monitored at the Plant in order to ensure that there are noadverse environmental impacts.


Your company follows Corporate Social Responsibility with due earnest and this is anintegral part of the Company's activity. During the last two financial years the companyhas suffered loss and therefore the provisions of Section 135 of the Companies Act 2013for the financial year 2020-21 is not applicable. However during the financial year2018-19 the Company earned a net profit of Rs. 8.94 crs therefore the Company wasrequired to spend Rs.722985/- towards CSR. However due to pandemic and other issues theCompany couldn't spend the money towards CSR but the same shall be complied with duringthe subsequent financial years.


There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future exceptfor the suspension of Trading in Equity Shares by Stock Exchange and cancellation of GSTRegistrations.


Your Directors take this occasion to express their gratitude for support and co-operation received from financial institutions Central and state governments SEBI stockexchange vendors valued customers and stakeholders. Your directors also express theirgratefulness of the efforts put in by the workers and employees of the Company at alllevels.

For Uniply Decor Limited
Place: Chennai Keshav Narayan Kantamneni
Date: 03.12.2021 Chairman