Uniply Decor Ltd Directors Report.

TO THE MEMBERS OF UNIPLY DECOR LIMITED

Report on the Audit of the Financial Statements Adverse Opinion

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

In our opinion and to the best of our information and according to the explanations given to us, because of the significance of the matter discussed in the Basis for Adverse Opinion section of our report, the aforesaid financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and its loss, other comprehensive Income, cash flow and the changes in equity for the year ended on that date.

Basis for Adverse Opinion

(a) There are debtors (other than related parties) amounting to Rs. 6.49 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.

(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.

(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.

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

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

(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.

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

Later, Company made revised offer vide letter dated 06th September 2021 for one time settlement for a lower settlement amount of Rs. 23.75 Crore within 20 days from the date of Companys offer letter. But, Yes Bank rejected the offer by its reply letter dated 22nd September 2021.

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

(h) There are contingent liabilities relating to penal Interest, penalties and legal costs for, and consequential effects of, the cases filed by Yes Bank before High Court of Madras and DRT and by Mr. Sunil Kumar Bothra (ex-employee of the Company) before NCLT. In view of management, any such costs will be accounted upon getting the bills/demand. We are not in a position to determine the amount thereof.

(i) 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.

(j) 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 non-compliances 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.

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

(k) Other Non-Current Assets include Capital Advances Rs. 42.85 Crore that has been paid to M/s Euro Decor Private Limited for the purchase of the Gujarat Factory. There is no progress in securing of title of immovable property and other assets for which advance was given several years back. Management has informed that procedural delays and liquidity crunch are the reasons therefor.

(l) Capital Work in Progress at Gandhidham, Gujarat factory, amounting to Rs.4.84 Crore as on 31.03.2020 continues to remain same as on 31.03.2021. Management has informed that Plant and Machinery is categorized as Capital work in progress on 31.03.2021 as it requires further expenditure to come into workable condition and thereafter, it can be capitalized. Management plan to incur those expenses at the time of restarting operation of the Gandhidham, Gujarat factory.

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 noncollection 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.

Emphasis of Matter

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

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

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

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

Our opinion is not modified in respect of this matter.

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

Goodwill amounting to Rs. 81.21 Crore has been written off during FY 2020-21 and loss on impairment of goodwill has been booked because the Company considers that there is no realizable value of said Goodwill as on 31st March 2021.

Our opinion is not modified in respect of this matter.

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

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

(i) Default of non-payment of Debentures issued by KKN Holdings Private Limited with trustee being Beacon Trusteeship Limited, happened on 20 th March 2020, and one year to that default completed on 19th March 2021. Therefore, section 167 read with section 164(2)(b) of Companies Act 2013 are applicable to directors of KKN Holdings Private Limited - Mr. Keshav Narayan Kantamneni and Mr. Ramgopal Lakshmi Ratan, (who are also common directors of the Company) to assess their disqualification as director of the Company under Companies Act 2013.

According to Management view, Debentures which were due at KKN Holdings Private Limited have been paid in full within the extended agreed time and therefore there are no disqualifications of Directors of the Company with regard to Debentures issued at KKN Holdings Private Limited. Management has also obtained a certificate from Practicing Company Secretary, in this regard. Also, Company secretary of the Company has relied on and agreed to the same view.

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

According to Management view, since the timeline for repayment of debentures issued to Vector Projects (India) Private Limited has been extended by SBICAP Trustee Company Limited and Debenture Holders till October 16, 2021, hence, the applicability of Section 167 read with Section 164(2)(b) of Companies Act, 2013, to assess disqualification, shall be taken as extended to one year from October 16th, 2021, and therefore there are no disqualifications of Directors of the Company with regard to Debentures issued at Vector Projects India Private Limited. Management has also obtained a certificate from Practicing Company Secretary, in this regard. Also, Company secretary of the Company has relied on and agreed to the same view.

Our opinion is not modified in respect of this matter.

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

Wrong declaration was made, by mistake, in the ITR of the Company for AY 2020-21 to Income Tax Department regarding Tax Audit for AY 2020-21 with name of CA firm N.D. Kapur & Co. and its partner Mr. Mohit Kumar whereas such tax audit is still in progress and not yet completed. The Company has intimated on 28th October 2021, to the Income Tax Department by way of e-mail, regarding the inadvertent mistake.

Our opinion is not modified in respect of this matter.

Key Audit Matters

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

Information other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis,

Report on Corporate Governance, Directors Report etc., but does not include the financial statements and our auditors report thereon. These reports are expected to be made available to us after the date of this auditors report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

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

The accompanying financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern;

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

(a) We have sought and except for the matters described in the Basis for Adverse Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying financial statements;

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

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

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

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

(f) As per the matters described in paragraph (c) of in the Emphasis of matter section, according to management view (also supported by certificate of Practicing Company Secretary), directors of the Company - Mr. Keshav Narayan Kantamneni and Mr. Ramgopal Lakshmi Ratan, are not disqualified.

We have received written representations in Form DIR-8 from all the directors of the Company, taken on record by the Board of Directors on 24th May 2021, that they have not incurred disqualification under section 164(2) of the Companies Act, 2013 in any of the companies, in previous financial year i.e. FY 2020-21.

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

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

(i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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

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

iii. There has been delay in transferring amount of Rs. 258,921/ -, that was required to be transferred, to the Investor Education and Protection Fund by the company.

Annexure I to the Independent Auditors Report of even date to the members of Uniply Decor Limited, on the financial statements for the year ended March 31, 2021.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) According to the information and explanations received by us, several branches have been closed. Some assets of those branches have been left at vacated premises and some other assets have been shifted to Chennai Factory but those carry no value. And therefore, such assets amounting to Rs. 46,15,720/ - have been written off. Subject to above, the company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

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

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

(ii) Management has conducted physical verification of inventory at year end. Certain discrepancies were found on physical verification in the books value of inventory and its realizable value. Inventory amounting to Rs. 9,18,77,375 (86% of stock brought forward from earlier years), being not realizable was written off. As informed by management, this loss of inventory was caused primarily due to lack of production and sales during the Covid-19 pandemic and therefore, stock became commercially unfit for the intended purpose. Company has not maintained the stock register for the FY 202021 and only relied on annual internal physical verification because there are no operations in the Company for the whole year.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans of Rs. 1,19,00,00,000/ - to related company, M/s Uniply

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

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

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

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

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

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

(vi) According to the information and explanations given to us, the company is not engaged in production of any such goods or provision of any such services for which the Central Government has prescribed particulars relating to utilization of material and Labour or other items of cost. Hence, the provisions of Section 148(1) of the Companies Act 2013, do not apply to the Company. Hence, in our opinion, no comment on maintenance of Cost 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 our examination of the records of the Company:

(a) the company has not been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, goods and services tax, value added tax, cess and other statutory dues, wherever applicable, with the appropriate authorities. According to the information and explanations given to us, there were approx. 8,92,07,525/ -payable in respect of aforesaid dues which are in arrears, as at 31st March 2021 for a period of more than 6 months from the date they became payable.

S. No. Nature of statutory dues Period to which they relate Amount (Rs.)*
1 TDS Payable For F.Y. 2018-19 3,33,22,619/-
TDS Payable For F.Y. 2019-20 1,89,88,182/-
TDS Payable For F.Y. 2020-21 more than 6 months 378,877/-
2 CST Payable For the period before 31.03.2019 1,51,061/-
3 Goods and Service Tax Payable (Net)* As on 31.03.2021 1,94,48,570/-
4 Professional Tax Payable For the period before 31.03.2019 198,200/-
Professional Tax Payable For F.Y. 2019-20 258,960/-
Professional Tax Payable For F.Y. 2020-21 more than 6 months 13,056/-
5 Income Tax - Self Assessment Tax FY 2018-19 1,64,48,000/-
Total 8,92,07,525/-

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

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

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

Name of the Institution Principal and interest Outstanding (Rs.) Period of default
Yes Bank Capex Loan 4,66,69,475 NPA account - No payment for more than 2 years
Kotak Mahindra Prime Limited - Car Loan 3,79,621 Last Instalment paid dated 0501-2020

(ix) The Company has not raised moneys by way of initial public offer or further public offer (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 and explanation given to us, no fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

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

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

(xiii) According to the information and explanations given to us and based on our examination of the records of the company, considering the consolidated nature of approval by resolutions, we are unable to state whether the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the completeness / correctness of the disclosures / details of related party transactions in the financial statements as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment/private placement of shares or fully or partly convertible debentures during financial year 2020-21.

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

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

Annexure B to the Independent Auditors Report

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

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

Managements Responsibility for Internal Financial Controls

The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (the ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

Because of the matters described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient and appropriate audit evidence to provide basis for an audit opinion on internal financial controls over financial reporting with reference to these financial statements of the company.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

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

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

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Disclaimer of Opinion

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

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

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