Uniply Decor Ltd Directors Report.

To All members,

Your Directors have pleasure in presenting the 33rd Annual Report on the business and operations of your company along with the Audited Statement of Accounts for the year ended 31st March, 2021.


The highlights of the financial results of the company for the year ended 31st March, 2021 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 Company was 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 to Profit/ (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 not considered any dividend during the year.


During the year under review, no profit has been transferred to General Reserve. PUBLIC DEPOSITS

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


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

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

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

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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 financial controls were adequate and were operating effectively

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


The authorized Share Capital and paid up Share Capital as on 31.03.2021 is Rs. 30,00,00,000/- (15,00,00,000 Equity shares of Rs. 2/-each) and Rs. 24,46,85,700/ - (12,23,42,850 Equity shares of Rs. 2/ - each respectively.


During the period under review Mrs. Aruna Subramanian was appointed as an Additional Non Executive & Independent Director on the Board of the Company w.e.f 11.06.2020 and ceased 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 on 30th May 2020. Mr Birendar Kumar Sahoo and Mr. Anil Kumar Khhecha was appointed as Additional Non Executive & Independent Director on the Board of the Company w.e.f 30.05.2020. 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 the provisions of the SEBI (LODR) Regulations, 2015. However, on 7th August 2021 after appointment of Mrs. Shakuntala Bharat Merchant and Mr. Bharat Pranjivandas Merchant as the Non-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 are disqualified from appointment under Section 164 of the Companies Act 2013.


The Company has received necessary declaration under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence as laid down in section 149(6) of the 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 Board has carried out an annual performance evaluation of its own performance, the directors individually 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 out has been explained in the Corporate Governance Report.


The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The brief terms of reference of Nomination & Remuneration Committee is stated in corporate governance report. The link to access Nomination & Remuneration Policy is https://www.uniplydecor.com/docs/policy/NOMINATION%20&%20REMUNERATION%20POLICY.pdf.


The Company has framed Familiarization Program for Independent Directors pursuant to SEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link to access the aforesaid program is https://www.uniplydecor.com/docs/policy/UDL-FAMILARISATION%20PROGRAMME%20FOR%20INDEPEDENT%20DIRECTORS.pdf


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


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


In terms of Schedule IV of the Companies Act, 2013 and the SEBI (LODR) 2015, a separate meeting of the Independent Directors of the Company was held on 17.02.2021 without the presence of Executive Directors and members of the management wherein they inter alia discussed:

• The performance of the Chairperson of the Company, taking into account the views of 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 Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.


The Company was not falling under criteria given for maintenance of Cost Record/Cost Audit as per the Companies (Cost Records and Audit) Rules, 2014. Hence cost audit/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 has appointed M/s. Lakshmi Subramanian & Associates, Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure A". There are certification qualification/ observation/ remarks in their report.

The response of the Management on Secretarial Auditors qualification, reservation or remark are as follows:

• The Annual General Meeting for the financial year 2019-20 was held on 24th May 2021 beyond extended period of 3 months i.e. 31st December 2020.

Managements response - Due to the Pandemic related Lockdown, the financial statement of the Company was not ready by 31st December, 2020. Therefore, the Company couldnt convene 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-14, MGT- 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.

Managements response - The Company is in the process of filling the pending forms and returns.

• The Board is not properly constituted with optimum combination of executive and non executive directors. The Company has no woman director on the Board as on 31st March, 2021.

Managements response - The Company has appointed Women Directors and the Board of the Company is in Compliance w.e.f 07th August, 2021.

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

Managements response - The Company is in the process of transferring the said amount to the IEPF, the same will be complied very soon.

• Company has obtained advances from the customers which are pending without rendering services beyond 12 months. However, the Company yet to file e-form DPT- 3.

Managements response - The Company is in the process of settling the advances and necessary forms in this regard will be filed shortly.

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


Certificate from M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI, Ministry of Corporate Affairs or any such other Statutory Authority, as stipulated 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 Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website (www.uniplydecor.com).


Since last two years, the operations of the company has suffered on account of global pandemic 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 company is confident of reviving its operations in the ensuing period.


All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are materially significant related party transactions made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons which may have a potential conflict with 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 the Companys website. The Web link for the same is https: / / www.uniplydecor.com/docs/policy/UDLRELATED%20PARTY%20TRANSACTION%20S%20POLICY.pdf.

The detail with respect to Related Party Transactions is slated in form AOC-2 in Annexure - 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 be disclosed on Annual Report under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure-D.


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

The response of the Management on Auditors qualification, reservation or adverse remark are as follows:

(a) There are debtors (other than related parties) amounting to Rs. 6.49 Crore recoverable as on 31.03.2021 and there has been no recovery during the FY 2020-21. Neither the Company has provided us any confirmation letters from these debtors nor we could obtain direct confirmation from most of the debtors. The Company has made a provision for doubtful debts for only 10% of the amount of such debtors. In the absence of confirmation from most of the Debtors, the recovery of said receivables is doubtful.

Managements response - The manufacturing operations of the company which had been restricted initially due to strategic reasons has been completely put on hold at the onset of pandemic related lockdown. The company carries a long history of commercial relation with 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 that once the commercial activity of the company is activated the amount shall be recovered from the identified debtors in due course.

(b) TDS receivable under Other Current Assets amounting to Rs. 2.30 Crore for Assessment 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 and other equity to be overstated in balance sheet.

Managements response - The aforesaid TDS receivables is from Uniply Industries Limited, they have deducted the TDS, however the said TDS has not been remitted to Income Tax Dept by them. During the financial 2021-22 the Company will claim the said amount from Uniply 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 able to comment on consequent impact thereof on profit and loss account and balance sheet.

Managements response - The Company has been operating with a very limited employee strength 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 to ensure that these compliances are made at the earliest.

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

Managements response - The Management has planned to undertake the verification, confirmation and reconciliation process for the identified accounts of Trade Payable. These verifications could not be taken up earlier on account of the reduced employee strength that the company was operation on account of COVID related lockdown. Further, the Company has not received any balance confirmation request during this period from any of the 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 and Machinery is in non-usable condition and there is significant doubt on its realizable value.

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

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

Managements response - The commercial operations of the company have remained shut and now the Management has plans to start of the operations of the company.

(g) GST amounting to approximately Rs. 2 Crore outstanding prior to 31.03.2020 continues to remain unpaid even after Company has paid GST amounting to Rs. 2.94 Crore out of its GST outstanding prior to 31.03.2020. Self-Assessment Tax amounting to Rs. 1.64 Crore 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 amounting to Rs. 6.74 lakhs remains unpaid.

Managements response - While a significant amount of outstanding statutory dues has been paid during the year, the Management is committed to pay balance outstanding statutory dues and efforts are being made in this direction.

(h) GST Registrations for all the offices / factories of the company continue to remain cancelled till date. We have not been provided any information or documents for any action taken by the Company, to either revive those registrations, or to correct the related GST noncompliances and to surrender those registrations. The company has availed Input Tax Credit (ITC) of approximately Rs. 4.41 Crore across various registrations / locations as on 31st March 2021. Company continues to avail Input Tax Credit of certain expenses at its Chennai 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 are unable to comment on the appropriateness of availing the same. This may cause the amount of loss to be understated by and other equity to be overstated by Rs. 4.41 Crore.

Managements response - The Management has taken steps to surrender GST registrations across various regions where there has been limited market for its products. Now the management proposes to apply for activation of GST registration only in those regions, where there will be commercial operations. This is proposed to be done to minimize compliance related efforts and also to keep the commercial operation focused with optimal compliance 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 the financial years 2019-20. Any of the factories of the company - either at Uthiramerur, Chennai or at Gandhidham, Gujarat, or any of the branch offices of the Company are not in operation since January 2020 till date of audit report. There has been a significant adverse impact on the Company upto now due to COVID-19 in terms of non-collection of receivables, stoppage of operations and discontinuance of manpower. Powers of the Board of Uniply Industries Limited (Promoter Company) have been suspended as a consequence of the initiation 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 NCLT under Insolvency and Bankruptcy Code by Mr. Sunil Kumar Bothra (ex-employee of the Company) 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 Report raise substantial doubt about the companys ability to continue as a going concern in the foreseeable future. However, the companys financial statements have been prepared by the management on going concern basis.

Managements response - The company has suffered on account of global pandemic and the resulting lock down which includes two compulsory Country wide lock-down. The company has now taken steps for initiating the operations of the company. The company is confident of reviving its operations in the ensuing period - more specifically from Quarter 4 of FY 2022. IRP has been appointed at Uniply Industries Limited. It should be noted that the appointment of IRP has been made through an ex-partee order and the claimant did not acknowledge certain payments made to him. Uniply Industries Limited has already filed an appeal 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 to start the operations of the plant. This team is in addition to the team which was already in place during the period of pandemic who were retained to ensure maintenance and up keep of the pant. The petition of Mr Sunil Kumar Bothra pertains to payment of salaries and deposit of TDS on the same. In this regard the company has already paid the salaries to Mr Bothra. The TDS on the same will be paid by the company and necessary update will be made to the Honble Courts in this regard.

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


During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the audit committee, under section 143(12) of the Companies Act, 2013 any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in Boards report.


The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairman of the Audit Committee of the Board and to the Managing Director of the Company.

The Internal Auditor M/s. Karikalan & Co., Chartered Accountants monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the 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 check through continuous monitoring.


Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. All loans, investment taken/given with proper approval and an incompliance with the applicable laws.


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 fraud and mismanagement, if any. The details of the vigil mechanism/Whistle Blower Policy is posted on the website of the Company and available in this web link: http://www.uniplydecor.com/docs/policy/UDL-WHISTLEBLOWER-POLICY.pdf.


The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure E".


During the year under review the foreign exchange earned by the Company was Nil and outgo 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 policies and associated practices of the Company. The Duties and Responsibilities of the Committee are as follows:

• Annually review and approve the Risk Management Policy and associated frameworks, processes and practices of the Company.

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

• Evaluate significant risk exposures of the Company and access managements actions to mitigate the exposures in a timely manner.

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

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


In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act our company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the committee has not received or disposed any complaints relating to sexual harassment at work place of any women employee. The policy on the same can be viewed in the website of the Company. The web link to access the aforesaid programme is www.uniplydecor.com/docs/policy/UD-POSH-Policy.pdf.


Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.


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


Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company for a period of seven years, as on the date of AGM (i.e. 30.09.2019), with the Ministry of Corporate Affairs. The dates by which the unpaid 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 an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate 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 stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section. The Report is annexed herewith as "Annexure G".


The Code of Conduct for Directors and Senior Management Personnel is posted on the Companys website. The Chairman and Managing Director (CMD) of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance 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 on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. The declaration is annexed herewith as "Annexure I".


Certificate from M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretary, confirming compliance with conditions of Corporate Governance, as stipulated under Regulation 34 of the Listing Regulations, is annexed herewith as "Annexure J".


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


Your company is committed to a green and healthy environment. In this regard your company operates a dedicated effluent and chemical treatment plant. Air and water pollution levels are regularly monitored at the Plant in order to ensure that there are no adverse environmental impacts.


Your company follows Corporate Social Responsibility with due earnest and this is an integral part of the Companys activity. During the last two financial years the company has suffered loss and therefore the provisions of Section 135 of the Companies Act, 2013 for the financial year 2020-21 is not applicable. However, during the financial year 2018-19, the Company earned a net profit of Rs. 8.94 crs, therefore the Company was required to spend Rs.7,22,985/- towards CSR. However, due to pandemic and other issues the Company couldnt spend the money towards CSR but the same shall be complied with during the subsequent financial years.


There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future except for the suspension of Trading in Equity Shares by Stock Exchange and cancellation of GST Registrations.


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

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