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Uniply Industries Ltd.

BSE: 532646 Sector: Others
NSE: UNIPLY ISIN Code: INE950G01023
BSE 00:00 | 03 May Uniply Industries Ltd
NSE 05:30 | 01 Jan Uniply Industries Ltd
OPEN 3.86
PREVIOUS CLOSE 3.97
VOLUME 94414
52-Week high 3.97
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.86
CLOSE 3.97
VOLUME 94414
52-Week high 3.97
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Uniply Industries Ltd. (UNIPLY) - Auditors Report

Company auditors report

TO THE MEMBERS OF UNIPLY INDUSTRIES LIMITED Report on the Audit of the StandaloneFinancial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Uniply IndustriesLimited ('the Company/UIL') which comprise the Balance Sheet as at March 31 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information (hereinafterreferred to as "the Standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects/possible effects of the matters described in the Basisfor Qualified Opinion section of our report the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 (‘Act') in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India including Indian Accounting Standards ('Ind AS') specifiedunder section 133 of the Act of the state of affairs of the Company as at March 31 2020and its loss (including other comprehensive income) its cash flows and the changes inequity for the year ended on that date.

Basis for Qualified Opinion

(a) The management of the company is of the opinion that there should not be anyimpairment of investment in equity shares of Uniply Decor Limited (‘UDL') amountingto Rs. 1155422555/- an associate company at fair value as on 31.03.2020 consideringthe future business potential and growth of associate company. Investment in UDL hasdeclined by 89% as on 31.03.2020 from its original cost. In view of the aforesaidrequired provision not being made net loss for the year ended March 31 2020 has beenunderstated and carrying value of the investment and other equity have been overstated byRs. 1028318535/- as on March 31 2020.

(b) The company has GST Input Tax Credit (ITC) of Rs. 294458361/- across variouslocations. However in the absence of active GST registration across all the locations weare unable to comment on the appropriateness of availing the same. This may cause theamount of loss to be understated by and other equity to be overstated by Rs.294458361/-.

(c) With reference to Note No. 43 of the standalone financial statement the Companyhas advanced Rs.2061650242/- to KKN Holdings Private Limited (Formerly known asFoundation outsourcing India Private Limited) which is a related party for variouspurposes. The management of the Company believes that underlying assets shall betransferred to the Company and capitalised by 31.03.2021 and / or surplus / deficit ifany shall be repaid back to / paid by the Company. However since considerable time haselapsed and in the absence of sufficient and appropriate evidence we are unable tocomment on the adjustment / recovery of this amount and its consequent impact thereof onprofit and loss account and balance sheet.

(d) Due to delayed receivables followed by impact of COVID 19 shut-down the businessfaced severe liquidity crunch and certain portion of statutory dues primarily TDS andself-assessment tax have not been paid in accordance and within prescribed timeline. Inview of the aforesaid required provision of interest late fees and penalty not beingmade we are not able to comment on consequent impact thereof on profit and loss accountand balance sheet.

(e) With reference to Note No. 50.1 of the standalone financial statements since theCompany has neither received confirmation from its Debtors which already are outstandingfor more than six months nor balances have been reconciled with them therefore in theabsence of sufficient and appropriate evidence we are unable to comment on the adjustment/ recovery of the same and its consequent impact thereof on profit and loss account andbalance sheet.

(f) The balances in the Trade payables amounting to Rs. 2426905749/- are subject toconfirmation and reconciliation. We have not been provided confirmation letters for thesame.

(g) Advances from customers amounting to Rs.145242088/- are subject to confirmation.Therefore no adjustments have been made in the accompanying standalone financialstatements for any possible difference on reconciliation of advance from customers. Theconsequential financial impact on profit & loss account and balance sheet could notbeen ascertained.

(h) Advances to suppliers amounting to Rs. 227634805/- are subject to confirmation.Therefore no adjustments have been made in the accompanying standalone financialstatements for any possible difference on reconciliation of advance to suppliers. Theconsequential financial impact on profit & loss account and balance sheet could notbeen ascertained.

(i) With reference to Note 44 of the standalone financial statements during the yearcompany lease assets and lease liability amounting to Rs. 64653467/- and 59016182/-respectively created in accordance with INDAS 116 has been written off in the books ofaccounts due to discontinuance of its long term leases entered with various parties. Inthe absence of sufficient and appropriate evidence we are unable to comment on thetreatment of the same in the books of accounts.

(j) The management of the company is of the opinion that there should not be anyimpairment of Property plant and equipment despite suspension of business from October2019 to March 2020. In the absence of future cash flow information about the value in useof the Property plant and equipment we are unable to comment upon its impairmentprovision if any as per IND AS- 36 "Impairment of Assets".

(k) We draw attention that during our audit process certain documentation andinformation relevant for the purpose of audit could not be provided to us in view ofunprecedented Covid - 19 situation and consequently could not be audited by us.

Emphasis of Matters

Without qualifying our opinion we draw attention to the following notes to standaloneInd AS financial statements:

(a) We draw attention to Note No. 42 of the standalone financial statements regardingthe advance of Rs. 260 crores to KKN Holdings Private Limited. The said transaction ispending for procedural formalities.

(b) We draw attention to Note No. 45 of the standalone financial statements

Promoters' following shares were pledged and have been invoked and taken over bylenders. Details have been provided hereinbelow:

i. 2250190 shares (1.34% of total shareholding of the company) held by Mr. KeshavNarayan Kantamneni was pledged to and invoked by Beacon Trusteeship Ltd. on 21.03.2020 fordefault on Non-convertible Debentures issued by KKN Holdings Pvt. Ltd.

ii. 7149810 shares (4.26% of total shareholding of the company) held by M/s. MadrasElectronics Solutions Pvt Ltd was pledged to and invoked by Beacon Trusteeship Ltd. on21.03.2020 for default on Non-convertible Debentures issued by KKN Holdings Pvt. Ltd.

iii. 17097810 shares (10.20% of total shareholding of the company) held by Mr. KeshavNarayan was pledged to and invoked by SBICAP Trustee Company Ltd. on 09.10.2020 fordefault by wholly owned subsidiary VPIPL.

Promoters have contested the invocation.

(c) We draw attention to Note No. 46 of the standalone financial statements Thecompany has paid GST amounting to Rs.101995500/- by reversing GST Input tax credit(ITC)via form DRC - 03 as demanded in GST search and search survey operation carried oncompany's premises in November 2019.

(d) We draw attention to the Note 47 to the standalone financial Statements thecompany has incurred net loss of Rs. 84770920/- during the year ended 31st March 2020and having negative cash flow of Rs.425699416/-. However the company's Statement havebeen prepared on going concern basis considering the stand taken by management in saidnote.

(e) We draw attention to Note 48 of the standalone financial statements regardingprovision of interest as mandated by law on dues of Micro Small & Medium Enterprisesunder MSMED Act. In the absence of supporting information we are unable to form anopinion as to the correctness and completeness of the information.

(f) We draw attention to Note 49 of the standalone financial statements

- Balance with SBI - EEFC A/c (6054) amounting to Rs 348/- (Inoperative hence nostatement available)

- Balance with HDFC Esrow A/c (18185) amounting to Rs. 0/-

have been taken as per books and have not been confirmed by respective banks.

(g) We draw attention to Note No. 51 of the standalone financial statements regardinginvestments in Vector Projects India Private Limited amounting to Rs. 575000000/-wherein the management of the Company considers carrying amount of investment as fairmarket value and consequently no provision for impairment has been considered necessary.

(h) We draw attention to Note no. 27 to the standalone financial statements Bad debtsincludes unbilled debtors of Rs. 15.02 crores which was never billed to any debtors. Andthe same belongs to FY 18-19 unbilled income.

(i) We draw attention to note no. 52 53 and 54 of the standalone financial statementsregarding extension for agreements / arrangements entered with Promoters and consequenttransfer of underlying assets which has been pending for a considerable period of time.

(j) We draw attention to Note no. 55 of the standalone financial statements regardingdelay in conducting the AGM.

(k) We draw attention to Note 56 of the standalone financial statements regarding themanagement's evaluation of COVID-19 impact on the future performance of the Company andits subsidiaries. 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 Qualified 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 AnalysisReport on Corporate Governance Directors' Report etc. but does not include thestandalone financial statements and our auditor's report thereon. These reports areexpected to be made available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will 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 StandaloneFinancial Statements

The accompanying standalone financial statements have been approved by the Company'sBoard of Directors. The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including the IndAS specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative 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 Standalone FinancialStatements

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 standalone 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

• 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 standalone financial statements inplace and the 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern;

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation;

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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when 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.

Other Matter

The standalone financial statements of the Company for the year ended March 31 2019were audited by the predecessor auditor who expressed an unmodified Opinion on thosestandalone financial statements on May 30 2019. Our report on the standalone financialstatements is not modified in respect of this matter.

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 paid remuneration to its directors during the year in accordance with theprovisions of and limits laid down under section 197 read with Schedule V to the Act.

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 "AnnexureI" statement on the matters specified in paragraphs 3 and 4 of the order to theextent 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 QualifiedOpinion section we have sought but were unable to obtain all the information andexplanations which to the best of our knowledge and belief were necessary for the purposeof our audit of the accompanying standalone financial statements;

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

(c) The standalone financial statements dealt with by this report are in agreement withthe books of account.

(d) Except for the effects/possible effects of the matters described in the Basis forQualified Opinion section in our opinion the aforesaid financial statements comply withInd AS specified under section 133 of the Act.

(e) The matters described in the basis for qualified of opinion paragraph above in ouropinion may have an adverse effect on the functioning of the company.

(f) On the basis of the written representations received from the directors and takenon record by the Board of Directors none of the directors is disqualified as on March 312020 from being appointed as a director in terms of section 164(2) of the Act.

(g) The qualifications relating to maintenance of accounts and other matters connectedtherewith are as stated in the basis for qualified opinion paragraph above.

(h) With respect to the adequacy of the internal financial controls with respect tostandalone financial statements of the company and the operating effectiveness of suchcontrols refer to our separate report in "Annexure II". Our reportexpresses a Disclaimer of Opinion on the Company's internal financial controls overfinancial reporting for the reasons stated therein. 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. The company has no pending litigation - Refer Note 41 of standalone financialstatements.

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 no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the company.

For N.D. Kapur & Co Chartered Accountants FRN:001196N

CA Mohit Kumar

Partner

M. No: 547715

UDIN: 21547715AAAABK4700

Place: New Delhi Dated: 20th February 2021

Annexure I to the Independent Auditor's Report of even date to the members of UniplyIndustries Limited on the financial statements for the year ended March 31 2020.

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) 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.

(c) According to the information and explanations given to us as the company owns noimmovable property the requirement on reporting whether title deed of immovable held inthe name of company is not applicable.

(ii) According to the information and explanations given to us the management hasconducted physical verification of inventory at reasonable intervals during the year andno material discrepancies between physical inventory and book records were noticed onphysical verification. The company does not have any inventory as on 31st March2020.

(iii)According to the information and explanations given to us the Company has grantedadvanced Rs.1642652683/- in financial year 2018-19 and Rs. 3018997558/- duringfinancial year 2019-20 to related company M/s KKN Holdings Private Limited and havecomplied with the provisions of Section 189 of the Companies Act 2013 with regard tomaintenance of a register under the said section.

a. As per the information and explanation there is no specific agreements for advancegiven to parties. In the absence of information we are unable to comment on the 3(iii)(a)of the order.

b. There is no specific repayment schedule.

c. The terms of arrangements do not stipulate any repayment schedule of principal andinterest amount. Accordingly paragraph 3(iii)(c) of the order is not applicable to theCompany in respect amount of principal and interest overdue.

(iv) According to the information and explanation given to us the company has grantedtotal unsecured advance of Rs. 466.17 crores (as detailed above in 3(iii) para of theorder) to related company M/S. KKN Holdings Private Limited and we are unable to expressour opinion in respect of compliance with the provisions of section 185 and 186 in theabsence of any information regarding terms and conditions of the said advance.

(v) According to the information and explanations given to us the Company has notaccepted deposits during the year and does not have any unclaimed deposits as at March 312020 and therefore the provisions of Sections 73 to 76 or any other provision of theCompanies Act 2013 are not applicable to the Company.

(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) During the year the company has not been regular in depositing undisputedstatutory dues including provident fund employees' state insurance income-taxsales-tax service tax goods and services tax duty of customs duty of excise valueadded tax cess and other statutory dues wherever applicable with the appropriateauthorities. According to the information and explanations given to us there were approx.Rs. 269261639/- payable in respect of aforesaid dues which are in arrears as at 31stMarch 2020 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** On or before 31.03.2019 107054380
2 TDS Payable** From 1st April 2019 to 30th September 2019 45161260
3 VAT Payable** For F.Y. 2019-20 2566205
4 Goods and Service Tax Payable (Net)* Upto 31st March 2020 24980102
5 Provident Fund Payable** On or before 31.03.2019 218316
6 Provident Fund Payable** From 1st April 2019 to 30th September 2019 143625
7 Professional Tax Payable** For F.Y. 2019-20 13312
8 Income Tax** Upto 31st March 2020 89124439
Total 269261639

 

* In the absence of records of GST Search being made available to us and possibledisaliowabie ITC due to cancellation of GST registrations and non-fiiing of GST returns ofvarious months the above figures are taken from books of accounts.

**These figures have been 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 2020 on account of dispute.

(viii) In our opinion & according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowings to afinancial institution during the year. The Company did not have any outstanding loans orborrowing dues in respect of a Banks or to government. The company has not issuedDebentures during the year.

(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 the company haspaid/provided managerial remuneration with the requisite approval as mandated by theprovision under Section 197 read with Schedule V to the Act.

(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 transactions with the related parties are incompliance with sections 177 and 188 of the Act wherever applicable and the details ofsuch transactions have been disclosed in the standalone financial statements as requiredby the applicable Indian Accounting Standards.

(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has made preferentialallotment/private placement of 2433980/- equity shares at Rs. 82.17 per share to KanwalNarinder Birsingh Shahpuri HUF on 18th September 2019 aggregating to Rs.200000171/- by converting share warrants issued in financial year 2018-19 and hascomplied with the provisions of section 42 of the Act.

(xv) According to the information and explanations provided to us the company has notentered into any non-cash transaction with directors or persons connected with him and theprovision of section 192 of companies Act 2013 have been compiled with.

(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.

For N.D. Kapur & Co Chartered Accountants

FRN:001196N CA

Mohit Kumar Partner M.

No: 547715

UDIN: 21547715AAAABK4700

Place: New Delhi

Dated: 20th February 2021

'Annexure II' to the Independent Auditors' Report

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

In conjunction with our audit of the standalone financial statements of UniplyIndustries Limited ('the Company') as at and for the year ended March 31 2020 we wereengaged to audit the internal financial controls with reference to financial statements ofthe Company as at that 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 thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of the Company'sbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention 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 standalone financial statementswere established 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 thesestandalone financial 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 standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Disclaimer of Opinion

The internal financial controls over financial reporting with reference to thesestandalone financial statements with regard the company were not fully made available tous to determine 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 March2020. Accordingly we do not express an opinion on internal financial controls overfinancial reporting 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 Industries Limited which comprises the Balance Sheet as at31st March 2020 and the related Statement of Profit and loss and Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information. We have consideredthe disclaimer of opinion reported above in determining the nature timing and extent ofthe audit tests applied in our audit of the March 31 2020 financial statements of UniplyIndustries Limited and this report has not affect our report dated 20thFebruary 2021 which expressed a qualified opinion on those financial statements.

For N. D. Kapur & Co Chartered Accountants

FRN:001196N

CA Mohit Kumar

Partner M. No: 547715

UDIN: 21547715AAAABK4700

Place: New Delhi

Dated: 20th February 2021

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