Dear Members,
Your Directors have the pleasure in presenting the 29th Annual Report together with the
audited financial statements of the Company for the financial year ended March 31, 2023.
1. Financial Results
The financial performance of your Company for the Financial Year March 31, 2023 is
summarized below: -
(Rs. in Million)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
Turnover |
9,292.36 |
8,826.25 |
13,660.21 |
12,274.24 |
Other Income |
483.22 |
325.23 |
162.23 |
36.15 |
Profit/(Loss) Before Finance Charges, Tax, Depreciation (PBITDA) |
2,143.12 |
1,773.68 |
3,132.33 |
2,716.63 |
Less: Finance Charges |
31.84 |
33.84 |
59.73 |
56.99 |
Profit Before Depreciation and Amortization expenses (PBTDA) |
2,111.28 |
1,739.84 |
3,072.60 |
2,659.64 |
Less: Depreciation |
260.53 |
250.15 |
390.28 |
366.48 |
Profit Before Tax (PBT) |
1,850.75 |
1,489.69 |
2,682.32 |
2,293.16 |
Provision for Taxation |
355.50 |
277.05 |
633.39 |
605.36 |
Profit/(Loss) After Tax (PAT) |
1,495.25 |
1,212.64 |
2,048.93 |
1,687.80 |
Other Comprehensive Income |
(15.63) |
(14.55) |
(111.13) |
(33.97) |
Total Comprehensive Income for the year |
1,479.62 |
1,198.09 |
1,937.80 |
1,653.83 |
Earning Per Share (in Rs.) (Basic) |
33.81 |
27.43 |
46.32 |
38.17 |
Earning Per Share (in Rs.) (Diluted) |
33.13 |
26.87 |
45.40 |
37.40 |
2. Financial Statements
The Standalone and Consolidated Financial Statements of your Company for the Financial
Year ended March 31, 2023, are prepared in compliance with the applicable provisions of
the Companies Act, 2013 ("the Act"), Indian Accounting Standards (”Ind
AS") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [the "Listing Regulations"].
3. Operational Highlights
On consolidated basis for the financial year 202223, your Company achieved total
revenue from operations of INR 13,660.21 million as compared to the revenue of INR
12,274.24 million of the previous financial year ended 2021-22, from continuing
operations. The profit after tax for the financial year 2022-23, is INR 2,048.93 million
as compared to the previous financial year 2021-22, the profit after tax of INR 1,687.80
million.
On standalone basis for the financial year 202223, your Company achieved total revenue
from operations of INR 9,292.36 million as compared to its total revenue of INR 8,826.25
million of the previous financial year 2021-22 from continuing operations. The profit
after tax for the year 2022-23, is INR 1,495.25 million as compared to INR 1,212.64
million of the previous financial year 2021-22.
The operational performance of the Company has been comprehensively covered in the
Management Discussion and Analysis Report. The Management Discussion and Analysis Report
for the year under review, as stipulated under the Listing Regulations is presented in a
separate section forming part of the Annual Report.
4. Transfer to Reserve
The Board of Directors of the Company has not transferred any amount to the Reserves
for the year under review.
5. Dividend
During the financial year 2022-23, the Board of Directors has declared an interim
dividend of Rs. 8.25/- per equity share (i.e.,82.50%) and a second interim dividend of Rs.
6.00/- per equity share (i.e.,60%) in its meeting dated February 14, 2023 and May 25,
2023, respectively.
The Board has decided not to recommend a final dividend for the financial year 2022-23.
The dividend payout has been determined in accordance with the Dividend Distribution
Policy of the Company. Pursuant to Regulation 43A of the Listing Regulations, the Company
had adopted the Dividend Distribution Policy which is available on the Companys website
at: https://www.unipartsgroup.com/home/code_of_ conduct_policies
6. Material Development During the Year Initial Public Offer (“IPO")
The Company has made its public offer of Equity Shares during the quarter ended
December 31, 2022, in accordance with SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, wherein 1,44,81,942 Equity Shares were offered under offer for sale by
certain shareholders of the Company.
The public issue was opened on November 29, 2022, for Anchor Investors and for other
categories, opened on November 30, 2022 and closed on December 2, 2022, at an offer price
of Rs. 577/- per Equity Share. The Companys IPO received an overwhelming response and was
oversubscribed by 67.14 times under QIB category, 17.86 times under non-Institutional
category, 4.63 times under retail category and 25.32 times under overall categories,
reflecting a huge investor appetite for the issue. The Equity Shares were allotted on
December 07, 2022, at an offer price of Rs. 577 per Equity Share to the successful
applicants. The Equity Shares of the Company were listed on the National Stock Exchange of
India Limited ("NSE") and BSE Limited ("BSE") (collectively referred
to as "Stock Exchanges") on December 12, 2022.
We are gratified and humbled by the faith shown in the Company by the market
participants. We are also grateful to our customers for their trust shown in our
capabilities to consistently deliver high-quality services.
Voluntary Liquidation of a Subsidiary
Uniparts Europe B.V ("UEBV") was incorporated on January 22, 2007, as
subsidiary of the Company, under the laws of Netherlands. With effect from October 12,
2022, UEBV was liquidated and de-
registered and is therefore, no longer a Subsidiary of our Company.
7. Material Changes and Commitments affecting the Financial Position of the Company
There are no adverse material changes or commitments occurred after March 31, 2023,
which may affect the financial position of the Company or may require disclosure.
8. Share Capital
As on March 31, 2023, the authorised share capital of the Company stood at Rs.
60,00,00,000/- divided into 6,00,00,000 equity shares of Rs. 10/- each and the paid-up
share capital of the Company stood at Rs. 45,13,37,580/- divided into 4,51,33,758 equity
shares of Rs. 10/- each. During the year under review, the Company has not issued shares
with the differential voting rights nor has granted any stock options or sweat equity. As
on March 31, 2023, none of the Directors of the Company hold any instruments convertible
into equity shares of the Company.
9. Uniparts Employee Stock Option Plan, 2007
Your Company has an Employee Stock Option Plan viz. Uniparts Employee Stock Option Plan
2007 ("ESOP Plan 2007") . Further, to align ESOP Plan 2007 with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, the Board of Directors (as
recommended by the Nomination and Remuneration Committee) in their meeting held on March
22, 2022 approved to amend and ratify the ESOP Plan 2007 which was approved by
shareholders at the Extra-Ordinary General Meeting of the Company which was held on April
23, 2022. During the financial year 2022-23 including after listing of the Company, the
Board/Nomination and Remuneration Committee has not granted any option(s). The relevant
information related to ESOP has been given in financials of the Company. Relevant
disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are attached to this report as "ANNEXURE A".
10. Credit Rating
The present credit rating of the Company is as under:
Rating Agency |
ICRA Limited |
Long Term Rating |
ICRA AA minus |
Short Term Rating |
ICRA A1 plus |
11. Subsidiaries, Joint Ventures and Associate Companies
During the year under review and till the date of this report, no company has become or
ceased to be a subsidiary, joint venture or associate of the Company except voluntary
liquidation of Uniparts Europe B.V.
A statement providing details of performance and salient features of the financial
statements of Subsidiary companies, as per Section 129(3) of the Act, is attached to the
financial statements of the Company.
The audited financial statement including the consolidated financial statement of the
Company and all other documents required to be attached thereto is put up on the Companys
website and can be accessed at https://www.unipartsgroup.com/home/annual_ report The
financial statements of the subsidiaries, as required, are put up on the Companys website
and can be accessed at https://www.unipartsgroup.com/ home/subsidiary_company_report. The
Company has formulated a policy for determining Material Subsidiaries and the same is
placed on the Companys website at the link: https://www.unipartsgroup.com/
home/disclosures-regulation-sebi-regulations2
12. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies
Act, 2013
Particulars of loans, guarantees and investments covered under Section 186 of the Act,
forms part of notes to the financial statements provided in this Annual Report.
13. Particulars of Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered into by the Company during the
financial year with related parties were in its ordinary course of business and on an
arms length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Members may refer Note no. 40 to the Standalone Financial Statement which sets out
related party disclosures pursuant to Ind AS/applicable accounting standards.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is put up on the Companys website and can be
accessed at https://www. unipartsgroup.com/home/code_of_conduct_ policies
There were no materially significant related party transactions which could have
potential conflict with the interest of the Company at large.
14. Internal Financial Controls
Your Company has in place adequate internal financial controls, with reference to
financial statements, commensurate with size, scale and complexity of its operations. An
extensive risk- based program of internal audits and management reviews provides assurance
to the Board regarding the adequacy and efficacy of internal controls. The internal audit
plan is also aligned to the business objectives of the Company, which is reviewed and
approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and
effectiveness of your Companys internal control framework. The internal control system
has been designed to ensure that financial and other records are reliable for preparing
financial and other statements and for maintaining accountability of assets.
15. Risk Management
The Company has a strong risk management framework comprising of risk governance
structure and defined risk management processes. The Board of Directors of the Company has
formed a Risk Management Committee to frame, implement and monitor the risk management
plan for the Company. The Committee is responsible for reviewing the risk management plan
and ensuring its effectiveness. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.
16. Corporate Social Responsibility (CSR)
The CSR policy, formulated by the Corporate Social Responsibility ("CSR")
Committee and approved by the Board, continues unchanged. The policy can be accessed at
https://www.unipartsgroup.com/home/ corporate_social_responsibility_csr
In terms of the CSR Policy, the focus areas of engagement shall be affordable
healthcare solutions, access to quality education, promotion of sports, community
developments, rural transformation,environmental sustainability and other need based
initiatives.
The annual report on CSR activities is annexed herewith and marked as "ANNEXURE
B" to this Report.
17. Secretarial Standards
The Company is in compliance with all the applicable Secretarial Standards issued by
the Instituted of Company Secretary of India.
18. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Paramjit Singh Soni (DIN: 00011616), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment. The Board of Directors has recommended his re-appointment.
Mr. Harjit Singh Bhatia (DIN: 02285424), Nominee Director of Ashoka Investment Holdings
Limited and Ambadevi Mauritius Holding Limited ("Investors"), resigned from
Directorship on December 14, 2022, pursuant to disposal of entire holding by investors
under Initial Public Offering of the Company.
Mr. Munish Sapra resigned as Chief Financial Officer and Key Managerial Personnel of
the Company w.e.f. February 14, 2023, and the Board of Directors of the Company appointed
Mr. Rohit Maheshwari as Chief Financial Officer and Key Managerial Personnel of the
Company w.e.f. March 01, 2023.
Save and except the above, there was no other change in Directors and Key Managerial
Personnel of the Company.
Declaration by Independent Directors
The Board of Directors has received declarations from all the Independent Directors of
the Company confirming that they meet with criteria of independence as prescribed both
under sub-section (6) of Section 149 read with Schedule IV of the Act and under Regulation
16(1)(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion
that they are the persons of integrity and possesses relevant expertise and experience.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors,
Committee(s) and meeting of the Independent Directors. The details of remuneration and/ or
other benefits of the Independent Directors are mentioned in the Corporate Governance
Report.
Policy on Appointment and Remuneration
The Company has devised Nomination and Remuneration Policy which sets out the guiding
principles for the Nomination and Remuneration Committee for-
1. Selection of Directors and determining Directors independence;
2. Appointment of the Senior Managerial Personnel; and
3. Remuneration of Directors, Key Managerial Personnel, Senior Management and other
employees.
The Policy also provides for the factors in evaluating the suitability of individual
Board members with diverse background and experience that are relevant for the Companys
operations.
The aforesaid policy is put up on the Companys website at
https://www.unipartsgroup.com/home/ code_of_conduct_policies
19. Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, Directors confirm that:
a. in preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable Accounting Standards have been followed and there was no material
departures;
b. 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 as on March 31, 2023, and of the profit of the
Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
20. Corporate Governance
The Company is committed to maintaining the highest standards of Corporate Governance
and adhere to the Corporate Governance requirements set out by the SEBI.
The detailed Corporate Governance Report of the Company in pursuance of the Listing
Regulations forms part of the Annual Report of the Company. The requisite Certificate from
a Practicing Company Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under the Listing Regulations is attached to the Corporate
Governance Report.
21. Business Responsibility and Sustainability Report
In accordance with the Listing Regulations, we have provided the Business
Responsibility and Sustainability Report (BRSR) as a part of this Annual Report describing
the initiatives undertaken by the Company from an environmental, social and governance
perspective during the year under review.
22. Performance Evaluation
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which include criteria for
performance evaluation of Nonexecutive Directors and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committee,
the Board carried out annual performance evaluation of the Board, its Committees and
Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairperson, the nonindependent directors and the Board as a whole. The Chairman of
the respective Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Committees. A consolidated report was shared with the
Chairman of the Board for his review and giving feedback to each Director.
23. Auditors and Auditors Report
A. Statutory Auditors
M/s. S.C. Varma & Co., Chartered Accountants (Firm Registration Number 000533N),
were appointed as Auditors of the Company for a term of 5 (five) years,i.e., commencing
from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual
General Meeting
of the Company. They have confirmed their eligibility and qualifications required under
the Act for holding office as Auditors of the Company.
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation, adverse remark or disclaimer.
B. Secretarial Auditor
The Board of Directors of the Company had appointed M/s. Sanjay Grover and Associates,
Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report of the Company and Gripwel Fasteners Private Limited, a material
subsidiary company, for the financial year ended March 31, 2023, are annexed herewith
marked as "ANNEXURE C" to this Report. The Secretarial Audit Report does
not contain any qualification, reservation, adverse remark or disclaimer.
C. Cost Auditor
The Board of Directors of the Company has appointed M/s. Vijender Sharma & Co.,
Cost Accountants (Firm Registration no. 00180) to conduct Cost Audit of the Company for
the financial year 2022-23 under Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014.
In accordance with the provisions of Section 148(1) of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and
records.
24. Board and its Committees
A. Meetings of the Board
During the financial year 2022-23, nine meetings of the Board of Directors were held.
The particulars of the meetings held and attended by each Director are detailed in the
Corporate Governance Report.
B. Audit Committee
During the financial year 2022-23, five meetings of the Audit Committee were held. The
Audit Committee of the Company comprises Mr. Sharat Krishan Mathur, Non-Executive
Independent Director (Chairman), Mr. Alok Nagory, Non-Executive Independent Director and
Mr. Gurdeep Soni, Chairman and Managing Director, as members. During the year, all the
recommendations made by the Audit Committee were accepted by the Board. The particulars of
the meetings held and attended by each Member
C. Corporate Social Responsibility Committee
During the financial year 2022-23, one meeting of the Corporate Social Responsibility
Committee was held. The Corporate Social Responsibility Committee comprises Mr. Gurdeep
Soni, Chairman & Managing Director (Chairman), Mr. Sharat Krishan Mathur,
Non-Executive Independent Director and Mr. Paramjit Singh Soni, Vice Chairman and
Executive Director, as members. The particulars of the meetings held and attended by each
Member are detailed in the Corporate Governance Report.
D. Nomination and Remuneration Committee
During the financial year 2022-23, three meetings of the Nomination and Remuneration
Committee were held. The Nomination and Remuneration Committee of the Company comprises
Mr. Alok Nagory, Non-Executive Independent Director (Chairman), Mr. Sharat Krishan Mathur,
NonExecutive Independent Director, Ms. Shradha Suri, Non-Executive Independent Director
and Mr. Gurdeep Soni, Chairman & Managing Director, as members. The particulars of the
meetings held and attended by each Member are detailed in the Corporate Governance Report.
E. Stakeholders Relationship Committee
During the financial year 2022-23, one meeting of the Stakeholders Relationship
Committee was held. The Stakeholders Relationship Committee comprises Mr. Sharat Krishan
Mathur, NonExecutive Independent Director (Chairman), Mr. Sanjeev Kumar Chanana,
Non-Executive Independent Director and Mr. Paramjit Singh Soni, Vice Chairman and
Executive Director, as members. The particulars of the meetings held and attended by each
Member are detailed in the Corporate Governance Report.
F. Risk Management Committee
During the financial year 2022-23, two meetings of the Risk Management Committee were
held. The Risk Management Committee comprises Mr. Herbert Coenen, Non-Executive Director
(Chairman), Mr. Sharat Krishan Mathur, NonExecutive Independent Director, Mr. Gurdeep
Soni, Chairman & Managing Director, Mr. Sudhakar Kolli, Group Chief Executive Officer
and Mr. Rohit Maheshwari, Group Chief Financial Officer, as members. The particulars of
the meetings held and attended by each Member are detailed in the Corporate Governance
Report.
The details of the composition, dates of meetings, attendance and terms of reference of
each of the Committees are disclosed in the Corporate Governance Report, which forms part
of this report.
25. Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing
Regulations and in accordance with the requirements of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had
approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the
website of the Company.
Over the years, the Company has established a reputation for doing business with
integrity and displays zero tolerance for any form of unethical behavior. The mechanism
under the Policy has been appropriately communicated within the organization. This Policy
inter-alia provides a direct access to the Chairperson of the Audit Committee. It is
affirmed that no personnel of the Company has been denied access to the Audit Committee.
The Company reached out to employees through physical / virtual sessions with an aim for
creating greater awareness on this subject. The Whistle Blower Policy of the Company has
been displayed on the Companys website at the link: https://www.unipartsgroup.com/
home/disclosures-regulation-sebi-regulations2
26. Prevention of Sexual Harassment at Workplace
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules
thereunder.
All women associate (permanent, temporary, contractual and trainees) as well as any
women visiting the Companys office premises or women service providers are covered under
this Policy.
The Company has constituted Internal Complaints Committee under the POSH Act and during
the year under review, no complaints were received by the Committee.
27. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as "ANNEXURE
D" to this report.
28. Annual Return
As required under Section 134(3)(a) of the Act, the Annual Return is put up on the
Companys website and can be accessed at httpsV/www.unipartsgroup. com/home/annual_return
29. Particulars of Employees and related disclosures
In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of top ten employees in terms of remuneration drawn and names
and other particulars of the employees drawing remuneration in excess of the limits set
out in the said rules forms part of this Report.
In terms of the second proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. Any
member interested in obtaining such particulars may write to the Company on email id
compliance.officer@unipartsgroup.com.
30. General
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions or applicability on these items during
the year under review:
i) Details relating to deposits covered under Chapter V of the Act.
ii) Issue of equity shares with differential rights as to dividend, voting or
otherwise.
iii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme except Employees Stock Option Plan referred to in this report;
iv) The Company does not have any scheme of provision of money for the purchase of its
own
shares by employees or by trustees for the benefit of employees.
v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
vi) No fraud has been reported by the Auditors to the Audit Committee or the Board.
vii) There has been no change in the nature of business of the Company.
viii) There is no application made / proceeding pending under the Insolvency and
Bankruptcy Code, 2016
ix) There was no instance of one-time settlement with any Bank or Financial
Institution.
31. Acknowledgement
The Board of Directors would like to express their sincere appreciation for the
assistance and cooperation received from the financial institutions, banks, Government
authorities, business partners, customers, vendors and members during the year under
review. The Board of Directors also wish to place on record their deep sense of
appreciation for the committed services by the Companys executives, staff and workers.
For and on behalf of the Board of Directors
|
Sd/- |
|
Gurdeep Soni |
Date: May 25, 2023 |
Chairman & Managing Director |
Place: Noida, Uttar Pradesh DIN: 00011478 |
+91-9892691696
