Uniply Decor Ltd Directors Report.

To All members,

Your Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your company along with the Audited Statement of Accounts for the year ended 31st March, 2020.

FINANCIAL RESULTS & STATE OF AFFAIRS

The highlights of the financial results of the company for the year ended 31st March, 2020 as compared with the previous year are given below:

(Rs. in lakhs except EPS data)

Particulars 31.03.2020 31.03.2019
Revenue from operation 3480.51 15515.30
Other income 1755.00 968.96
Total Income 5235.51 16484.26
Profit / (Loss) before Taxation -290.22 1269.52
Profit/(Loss) after Taxation -428.98 893.38
EPS of Rs. 2/- each -0.35 0.73

PERFORMANCE OVERVIEW

During the fiscal year ended 31st March 2020, the Gross revenue decline by 77.50%. Profit after tax attributable to owners is Rs (4.29) Crores for the year 2020 compared to Profit of Rs 8.93 Crores for the previous year. The decrease in revenue and reporting of loss is mainly due to negligible operation during 2nd half of the year.

SUBSIDIARIES & ASSOCIATES

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

CHANGE(S) IN THE NATURE OF BUSINESS

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

DIVIDEND

In view of the loss the Board has not considered any dividend during the year.

TRANSFER TO RESERVE

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.

DIRECTORS RESPONSIBILITY STATEMENT

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

SHARE CAPITAL

The authorized Share Capital and paid up Share Capital as on 31.03.2020 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.

DIRECTORS, KMP & CHANGES THEREIN

Mr. Nazeer Azam Sulthan was appointed as Managing Director of the Company w.e.f. 15.09.2019 and never reported to the work. Mr. Keshav Narayan Kantamneni was appointed as Managing Director w.e.f. 07.11.2019. Mr. Srinivasan Sethuraman, Managing Director resigned w.e.f. 14.08.2019. Mr. Manoharamabtar Jhunjunwala and Mr. Ramesh Kumar Malpani Executive Directors resigned on 15.10.2019 & 23.01.2020 respectively. Mr. Sivasubramaniya R resigned from the post of Directorship w.e.f. 15.11.2019. There are no other changes in Directors & KMP.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013. There is no change in Directors & KMP during the period under review.

DECLARATION BY INDEPENDENT DIRECTORS

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

BOARD EVALUATION

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.

NOMINATION & REMUNERATION POLICY

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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme 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 programme is https://www.uniplydecor.com/docs/policy/UDL-FAMILARISATION%20PROGRAMME%20FOR%20INDEPEDENT%20DIRECTORS.pdf

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review 5 (five) 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.

MEETING OF THE COMMITTEE

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

MEETINGS OF INDEPENDENT DIRECTORS

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 31.01.2020 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.

COST AUDIT / MAINTENANCE OF COST RECORDS

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.

SECRETARIAL AUDIT

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 in MGT-3 is annexed herewith as "Annexure A".

There is no qualification in the report except few remarks which are self-explanatory.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as

"Annexure B".

MATERIAL CHANGES & COMMITMENTS

There are no material changes during the year except negligible operation during 2nd half of the financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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/UDL RELATED%20PARTY%20TRANSAC TION%20S%20POLICY.pdf. The detail with respect to Related Party Transactions is slated in form AOC-2 in Annexure C PARTICULARS OF EMPLOYEES 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.

STATUTORY AUDITORS & THEIR REPORT

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.

Boards response on Auditors qualification, reservation or adverse remark made:

Qualified opinion on standalone Report: a) the company has not been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, goods and services tax, duty of customs, duty of excise, 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. Rs. 13,33,87,221/-payable in respect of aforesaid dues which are in arrears, as at 31st March 2020 for a period of more than 6 months from the date they became payable.

Managements response the Statutory dues such as PF, ESI, Professional Tax and GST are all paid during November 2020 except Income Tax /TDS and some amount of GST which are yet to be paid.

b) According to the records of the company, the Company has defaulted in repayment of loans or borrowings to any financial institution or a bank or government or any dues to debenture-holders during the year. Details of loans outstanding to banks or financial institutions (Rs. 35,34,850.59_ as at 31st March 2020 are given as follows:

Managements response The Company is under a settlement process with the Bank and a decision for repayment of the entire outstanding amount has been taken which is under implementation. Part payment in this regard has been made.

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

REPORTING OF FRAUDS BY AUDITORS

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. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: 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.

FINANCE

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and necessary listing fee has been paid up to date.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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-WHISTLE-BLOWER-POLICY.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO 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".

FOREX TRANSACTION

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

RISK MANAGEMENT POLICY

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.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. 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/UDL-POSH-Policy.pdf.

HUMAN RESOURCES

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 Company thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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 last 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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

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.

GREEN INITIATIVE

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

ENVIRONMENT

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.

CORPORATE SOCIAL RESPONSIBILITY

Your company follows Corporate Social Responsibility with due earnest and this is an integral part of the Companys activity. Since, the Company has earned a net profit of Rs. 8.94 crs for the year 2018-19, the provision is applicable to the Company in the year 2019-20. During the year under review, the company has made a loss of Rs. 4.29 crs. Your company shall ensure that CSR is integral to its operations.

Your Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013.

The Composition of the CSR Committee.

a. Ramagopal Lakshmi Ratan - Chairman

b. Reena Bathwal- Member c. Parul Satyan Bhatt Member

- Average net profit of the company for last three financial years: Rs. 3,61,09,264/- - Prescribed CSR Expenditure two percent (2%) of the amount as above: Rs.7,22,985/- - Details of CSR spent during the financial year Nil - Total amount to be spent for the financial year: 7,22,985/- - Amount unspent, if any: Rs. 7,22,985/-. - Manner in which the amount spent during the financial year is detailed below: NA

- In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall comply the requirements under Companies Act, 2013, Rules thereon The Directors state that 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. - A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company. The company is committed for the implementation and monitoring of CSR Policy in compliance with CSR objectives and policy of the Company.

SIGNIFICANT AND MATERIAL ORDERS

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. ACKNOWLEDGEMENT 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
Date: 24.04.2021
Keshav Narayan Kantamneni
Chairman