Notes to Accounts of Uniply Decor Ltd.

Mar 31, 2018

Note 1 Related Party Disclosures

Listed of Related Parties

Related party relationships are as identified by the Management and relied upon by the Auditors

a) Names of related parties and description of relationship

Solano Relationship Name

a) List of related parties where control exists

i) Enterprise where key managerial personnel 1 M/s. Foundation Outsourcing India Private Limited along with their relatives exercise significant 2 M/s. Fourshore IT Outsourcing India Private Limited ^influence 3 m/s. Fourshore Advanced Metal Forgings Private Limited

4 M/s. Foreshore BPO Private Limited

5 M/s. Bumpily Blaze Private Limited

6 M/s. S Vishwanathan Printers & Publishers Private Limited

7 M/s. KKN LLP Advisors

8 M/s. Vector Cyber Parks Private Limited

9 M/s. Bumpily Industries Limited

10 M/s. Vector Projects India Private Limited

11 M/s. Vector Infrastructure Project Solutions Limited

12 M/s. Art matrix Furniture’s Private Limited

13 M/s. Loremclaro Solutions Private Limited

14 M/s. KASG Fin naissance Consulting Private Limited

15 M/s. MRJ Trading Private Limited

16 M/s. MRJ Creations Private Limited

17 M/s. Jalaram Veneers & Floors Private Limited

ii) Key Managerial Personnel (KMP) 1 Mr. Keshav Kantamneni - Chairman (w.e.f 26.06.2017)

2 Mr. Sethuraman Srinivasan - Managing Director (w.e.f 26.06.2017)

3 Mr. Ramesh Kumar Malpani - Joint Managing Director (w.e.f 26.06.2017)

4 Mr. George Ninan - Chief Financial Officer (w.e.f 23.10.2017)

5 Mr. Sunil Kumar Deo - Company Secretary (w.e.f 23.10.2017)

6 Mr. N.Iyyappan - Wholetime Director (Resigned on 26.06.2017)

7 Mr. Jitendra Pareek - Wholetime Director (Resigned on 26.06.2017)

9 Mr. MR Jhunjhunwala - Wholetime Director (w.e.f 26.06.2017)

8 Mr. Rasmiranjan Parida - Chief Financial Officer (Resigned 23.10.2017)

iii) Non-Executive Directors 1 Mr. Subrahmaniya Sivam Ramamurthy

2 Mr. Parul Satyan Bhatt

3 Mrs. Reena Bhatwal

4 Mr. Ramgopal Lakshmi Ratan

iv) Relative of KMP 1 Mrs. Padma M. Jhunjhunwala

Terms and conditions of transactions with related parties:

All transactions with these related parties are priced on an arm’s length basis and resulting outstanding balances are to be settled in due course. None of the balance is secured.

No trade or other receivables are due by directors or other officers of the Company or any of them either severally or jointly with any other persons or amounts due by firms or private limited companies respectively in which any director is a partner or a director or a member.

Note 2 Financial Instruments

(i) Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s Capital management is to maximize the shareholder value.

The Company’s objective when managing capital are to

- Safeguard their ability to continue as a going concern, so that they can continue to provide return for shareholders and benefits for other stakeholders and

- Maintain an optimal capital structure to reduce the weighted average cost of capital.

in order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to shareholders, issue new shares, or sell non-core assets to reduce the debt.

Note 3: Transition to In AS

These financial statements, for the year ended 31 March 2018, are the first financial statements of the Company which has been prepared in accordance with In AS. For periods up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with accounting standards notified under Section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with In AS applicable for periods ending on 31 March 2018, together with the comparative period data as at and for the year ended 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening Balance Sheet was prepared as at 1 April 2016, the Company’s date of transition to In AS.

An explanation of how the transition from previous GAAP to In AS has affected the Company’s financial position, financial performance and cash flows is set out below:

(i) Transition election

(ii) Reconciliation of Profits as previously reported under previous GAAP to In AS

(iii) Reconciliation of Balance Sheet as previously reported under previous GAAP to in AS

(iv) Reconciliation of Statement of Profit and Loss account as previously reported under previous GAAP to In AS

(v) Adjustments to the Statement of Cash Flows (i) Transition election

I. Deemed Cost for property, plant and equipment, investment property, and intangible assets:

In AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to In AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the Company has elected to measure all of its property, plant & equipment and intangible assets at their previous GAAP carrying value

II. Designation of previously recognized financial instruments:

An entity may designate an investment in an equity instrument as at fair value through other comprehensive income in accordance with ind AS 109 on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

As per ind AS 109, an entity can make an irrevocable election to present in Other Comprehensive income the subsequent changes in the fair value of an investment in an equity instrument that is not held for trading. in accordance with ind AS transition provision, the Company has designated the equity investment in Shalivahana Wind Energy Limited as fair value through Other comprehensive income.

Notes:-

i) Under Ind AS the actuarial gains and losses on post retirement defined employee benefits are recognized in other comprehensive income. Under previous Indian GAAP such actuarial gains and losses were recognized in the statement of profit and loss.

ii) Under the previous GAAP, excise duty on sale of goods was reduced from sales to present the revenue from operations. Whereas, under Ind AS, this excise duty is included in the revenue from the operations and corresponding expenses is included as part of total expenses. The change does not affect total equity as at April 01, 2016 and March 31, 2017, profit before tax or total profit for the year ended March 31, 2017.

iii) The transition from previous Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

Note 4 Events after the reporting period

No significant event is to be reported between the closing date and that of the meeting of Board of Directors.

Note 5 Approval of financial statements

The financial statements were reviewed and recommended by the Audit Committee and has been approved by the Board of Directors in their meeting held on May 29, 2018.

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Mar 31, 2016

a. Deferred Tax Liability or Asset resulting from timing difference between book and taxable profit is accounted for considering the tax rate and laws that have been enacted or substantively enacted as on the balance sheet date.

b. Deferred Tax Asset is recognized and carried forward only to the extent that there is virtual certainty with convincing evidence that there will be sufficient future income to recover such deferred tax asset.

a) Cash Credit and Short Term Credit from Indian Overseas Bank is secured by stock and receivable not exceeding 90 days of the company, first charge on the fixed assets of the company, and further secured by personal guarantee of the whole time director of company and a Third Party who has also given his land as collateral security. The cash credit is repayable on demand and carries interest @ 12.20% p.a.

b)Short Term Credit from Banks as on 31.03.2015 carries interest rate ranging from 1% to 2%.

Note No: 2.24 - ADDITIONAL INFORMATION TO FINANCIAL STATEMENT

a) Contingent Liability and Capital Commitments

i) Service Tax demand - Rs.2,49,225/- (31.03.2015 - Rs.249,225/-).

b) Value of Import on CIF basis is Rs.32,05,164/- ( 31.03.2015 - Rs.47,19,84,916/-)

c) Details of Value of Raw Materials, Consumable & Stores consumed:-

d) Earnings in Foreign Currency - Nil ( 31.03.2015 - Nil)

e) Expenditure in Foreign Currency - Nil ( 31.03.2015 - Nil)

f) Amounted remitted during the year in foreign exchange on account of dividend for the previous year - Nil

g) Under Micro, Small & Medium Enterprises Development Act 2006, certain disclosures are required to be made relating to such enterprises. In view of the insufficient information from suppliers regarding their coverage under the said Act, no disclosure have been made in the accounts. However, in view of the management the impact of interest if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

h) Related Parties:

I. Wholly Owned Subsidiary Company : ELEMENTZ TRADING PTE LTD - Up to 20.02.2015 Key Management Personal N.Iyyappan - Whole Time Director Jitendra Pareek - Whole Time Director Rasmiranjan Parida - Chief Financial Officer Priyanka Kucheria - Company Secretary

i) Consequent to the adoption of Accounting Standard 15 on Employee Benefits as notified by the companies (Accounting Standard) Rules 2006, the following disclosure have been made as required by the standard. i. The Company has recognized the following amounts in the Profit and Loss Account towards contribution to defined contribution Plans which are included under contribution to provident and other funds:

j) Previous year figures have been regrouped & reclassified wherever necessary,

k) In the opinion of the Board of Directors Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amount stated. l) The notes referred to in the Profit & Loss Account and Balance Sheet form an integral part of accounts.

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Mar 31, 2015

1. ADDITIONAL INFORMATION TO FINANCIAL STATEMENT

a) Contingent Liability and Capital e

i) Service Tax demand - Rs.Nil (31.03.2014 - Rs.249,225/-).

ii) The company has extended a corporate gurantee to the extent of Rs.9,30,73,500/- to IOB Singapore for various credit facilities availed by its wholly owned subsidary Elementz Trading PTE Ltd. However Elementz Trading PTE Ltd ceased to be a Subsidiary with effect from 20.02.2015. The company is in the process of withdrawing the bank guarantee.

iii) Capital Commitements net of advances - Nil (31.03.2014 - NIL).

b) Value of Import on CIF basis is Rs.47,19,84,916/- ( 31.03.2014 - Rs.27,41,39,323/-)

c) Earnings in Foreign Currency - Nil ( 31.03.2014 - Nil)

d) Expenditure in Foreign Currency - Nil ( 31.03.2014 - Nil)

e) Amounted remited during the year in foreign exchange on account of dividend for the previous year - Nil

f) Under Micro, Small & Medium Enterprises Development Act 2006, certain disclosures are required to be made relating to such enterprises. In view of the insufficient information from suppliers regarding their coverage under the said Act, no disclosure have been made in the accounts. However, in view of the management the impact of interest if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

2. Related Parties:

I. Wholly Owned Subsidiary Company : ELEMENTZ TRADING PTE LTD - Upto 20.02.2015

Key Management Personal

N.Iyyappan - Whole Time Director

Jitendra Pareek - Whole Time Director

Rasmiranjan Parida - Chief Financial Officer

Priyanka Jain Kucheria - Company Secretary

ii) Consequent to the adoption of Accounting Standard 15 on Employee Benefits as notified by the companies (Accounting Standard) Rules 2006, the following disclosure have been made as required by the standard.

3. The Company has recognized the following amounts in the Profit and Loss Account towards contribution to defined contribution Plans which are included under contribution to provident and other funds:

4. Previous year figures have been regrouped & reclassified wherever necessary.

5. In the opinion of the Board of Directors Current Assets, Loans & Advances have a value on realisation in the ordinary course of business atleast equal to the amount stated.

6. The notes referred to in the Profit & Loss Account and Balance Sheet form an integral part of accounts.

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Mar 31, 2014

A) Contingent Liability and Capital Commitments

i) Service Tax demand - Rs.249,225/- (31.03.2013 - Rs.249,225/-) against which company has filed as appeal before Commissionerate of Central Excise (Appeals)

ii) The company has extended a corporate guarantee to the extent of Rs.9,30,73,500/- to M/s. Indian Overseas Bank, Singapore for various credit facilities availed by its wholly owned subsidiary M/s. Elementz Trading Pte Ltd., Singapore.

iii) Capital Commitments - Nil (31.03.2013 - NIL).

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Mar 31, 2013

A) Contingent Liability and Capital Commitments

i) Service Tax demand -Rs.2,49,225/-(31.03.2012-Nil) against which company has filed as appeal before Commissioner ate of Central Excise (Appeals)

ii) The company has extended a corporate guarantee to the extent of Rs.8,53,12,500/- to IOB Singapore for various credit facilities availed by its wholly owned subsidiary Elements Trading PTE Ltd.

iii) Capital Commitments-Nil (31.03.2012-Nil).

b) Value of Import on CIF basis is Rs.310,515,653/- (31.03.2012 - Rs.24,85,46,131/-)

c) Earnings in Foreign Currency - Nil ( 31.03.2012 - Nil)

d) Expenditure in Foreign Currency - Nil ( 31.03.2012 - Nil)

e) Amounted remitted during the year in foreign exchange on account of dividend for the previous year - Nil

f) Under Micro, Small & Medium Enterprises Development Act 2006, certain disclosures are required to be made relating to such enterprises. In view of the insufficient information from suppliers regarding their coverage under the said Act, no disclosure have been made in the accounts. However, in view of the management the impact of interest if any, that may be payable in accordance with the provisions of the Act is not expected to be material

g) Related Parties:

Wholly Owned Subsidiary Company : ELEMENTZ TRADING PTE LTD

Key Management Personal N.lyyappan - Whole Time Director

h) Consequent to the adoption of Accounting Standard 15 on Employee Benefits as notified by the companies (Accounting Standard) Rules 2006, the following disclosure have been made as required by the standard.

i) Previous year figures have been regrouped & reclassified wherever necessary.

j) In the opinion of the Board of Directors Current Assets, Loans & Advances have a value on realization in the ordinary course of business At least equal to the amount stated.

k) The notes referred to in the Profit & Loss Account and Balance Sheet form an integral part of accounts.

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Mar 31, 2010

1. Previous year figures have been regrouped & reclassified wherever necessary.

2. Estimated amount of contracts remaining to be executed in capital Accounts Net of Advances Rs 10,78,826/- (31.03.2009 Nil)

3.Value of Import on CIF Basis Rs 6,09,18,617/-(31.03.2009 2,01,33,524/-) 10.Earnings in Foreign Currency - NIL 11 .Expenditure in Foreign Currency - NIL

4. Amounts remitted during the year in foreign exchange on account of dividends for the pervious year

NIL

5. Under Micro, Small & Medium enterprises Development Act 2006, Certain disclosures are required to be made relating to such enterprises. In view of the insufficient information from suppliers regarding their coverage under the said act no disclosures have been made in the accounts. However, in view of the management the impact of interest if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

6. Contingent Liability

31.03.2010 31.03.2009

Guarantees issued by the banks on Behalf of the Company Nil Nil



7. In the opinion of the Board of Directors Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amount stated.

8. Term Loan from Axis Bank Ltd is primarily secured by First charge on the Fixed assets of the Company. Cash Credit from Axis Bank Ltd is secured by hypothecation of inventories & receivables and Corporate guarantee of M/s.Uniply Industries Ltd.

Loan from Kotak Mahindra Bank Limited, Axis Bank Car loan, Religare finvest & Tata capital is secured by hypothecat ion of respective fixed assets

9. The company has received advance of Rs. 10,000,000/- for sale of agricultural estate and the same has been shown under other liabilities.

10. Related Parties

Key Management Personal

N.lyyappan Director

Related Party Transactions - Directors remuneration to N. lyyappan- Rs.300,000/-

11. Consequent to the adoption of Accounting Standard 15 on Employee Benefits as notified by the Companies (Accounting Standard )Rules 2006, the following disclosers have been made as required by the standard.

12. The Schedules referred to in the Profit & Loss Account and Balance Sheet form an integral part of accounts.