Uniparts India Limited

Transcription

Annual Report 2014-15
1
CORPORATE INFORMATION
Board of Directors
Stakeholders Relationship Committee
Mr. Sharat Krishan Mathur (C)
Mr. Gurdeep Soni
Mr. Ashish Kumar Agarwal
Mr. Gurdeep Soni
Chairman & Managing Director
Mr. Paramjit Singh Soni
Vice Chairman
Borrowing Committee
Mr. Gurdeep Soni (C)
Mr. Alok Nagory
Independent Director
IPO Committee
Mr. Gurdeep Soni
Nominee Director
Mr. Herbert Coenen
Director
Risk Management Committee
Mr. Herbert Coenen (C)
Mr. Gurdeep Soni
Mr. Ashesh Jamaiyar
Mr. Sanjiv Kashyap
Mr. M. R. Umarji
Mr. Sharat Krishan Mathur
Ms. Shradha Suri
Chief Financial Officer
Mr. Sanjiv Kashyap
Company Secretary
Mr. Lalit Khanna
Board Committees
Audit Committee
Mr. Sharat Krishan Mathur (C)
Mr. M. R. Umarji
Auditors
M/s S. C. Varma and Co.
Chartered Accountants
Nomination & Remuneration Committee
Mr. M. R. Umarji (C)
Internal Auditors
Grant Thornton India LLP
HDSG Associates
Chartered Accountants
Corporate Social Responsibility Committee
Mr. Gurdeep Soni (C)
Secretarial Auditors
M/s Sanjay Grover & Associates
Company Secretaries
2
Registrars and Share Transfer Agents
Link Intime India Private Limited
C 13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West)
Mumbai 400 078
Maharashtra, India
Tel
: +91 22 2596 7878
Fax
: +91 22 2596 0329
Registered Office
Gripwel House
Block 5, Sector C 6 & 7
Vasant Kunj
New Delhi-110 070
India
Tel: +91 11 2613 7979
Fax: +91 11 2613 3195
Email: [email protected]
Website: www.unipartsgroup.com
Corporate Office
Ground Floor, SB Tower
Plot No. 1A/1, Sector 16A,
Film City, Noida
Uttar Pradesh- 201 301
India
Tel: +91 120 458 1400
Fax: +91 120 458 1499
Corporate Identity Number
U74899DL1994PLC061753
3
NOTICE OF THE 21ST ANNUAL GENERAL MEETING
Notice is hereby given that the 21st Annual
General Meeting of the members of Uniparts
India Limited will be held on Wednesday, the 30th
day of September, 2015 at 10.30 a.m. at the
Registered Office of the Company at Gripwel
House, Block-5, Sector C - 6 and 7, Vasant Kunj,
New Delhi 110070, to transact the following
businesses:
statutory modifications or re-enactment(s)
thereof, for the time being in force), pursuant to
the recommendations of the Audit Committee
and pursuant to the resolution passed by the
members at the Annual General Meeting
(“AGM”) held on September 20, 2014, the
appointment of M/s S.C. Varma and Co.,
Chartered Accountants (ICAI Registration No.
000533N), as Auditors of the Company to hold
office till the conclusion of 22nd Annual General
Meeting of the Company to be held in the
calendar year 2016 be and is hereby ratified and
that the Board of Directors be and are hereby
authorized to fix such remuneration as may be
determined by the Board of Directors of the
Company (or any Committee thereof) in
consultation with the Statutory Auditors, and
that such remuneration may be paid on a
progressive billing basis to be agreed upon
between the Auditors and the Board of
Directors of the Company.”
Ordinary Business:
1. To receive, consider and adopt:
a.
the audited financial statements of the
Company for the financial year ended 31st
March, 2015 together with the reports of
the Board of Directors and the Auditors
thereon; and
b. the
audited
consolidated
financial
statements of the Company for the
financial year ended 31st March, 2015 and
the report of Auditors thereon.
2. To confirm the payment of Interim Dividend
on Equity Shares.
Special Business:
3. To appoint a Director in place of Mr. Gurdeep
Soni (DIN 00011478), who retires by rotation at
this Annual General Meeting for compliance
with the requirements of Section 152 of the
Companies Act, 2013 and, being eligible, has
offered himself for re-appointment.
5. To consider and if thought fit, to pass, with or
without
modification(s),
the
following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the
provisions of Section 148 and other applicable
provisions of the Companies Act, 2013 and the
rules framed thereunder (including any
statutory modifications or re-enactment(s)
thereof, for the time being in force), M/s.
Vijender Sharma & Co., Cost Accountants
(Firm Registration No. 00180), appointed as
Cost Auditors by the Board of Directors of the
Company to conduct the audit of the cost
records of the Company for the financial year
ended 31st March, 2016, be paid a remuneration
of
4,00,000 (Rupees Four lacs only) plus
applicable service tax and reimbursement of
4. To ratify the appointment of M/s S.C. Varma
and Co., Chartered Accountants, as Statutory
Auditors of the Company and to fix their
remuneration and for the purpose, to consider
and if thought fit, to pass, with or without
modification(s) the following resolution, as an
Ordinary Resolution:
“RESOLVED THAT, pursuant to the
provisions of Section 139 and other applicable
provisions, if any, of the Companies Act 2013
and the rules framed thereunder (including any
4
out of pocket expenses incurred by the cost NOTES:
auditors.
1. A MEMBER ENTITLED TO ATTEND AND
VOTE AT THE ANNUAL GENERAL
RESOLVED FURTHER THAT the Board of
MEETING IS ENTITLED TO APPOINT A
Directors of the Company be and are hereby
PROXY TO ATTEND AND VOTE INSTEAD
authorized to settle any question, difficulty or
OF HIMSELF AND THE PROXY NEED NOT
doubt, that may arise in giving effect to this
BE A MEMBER OF THE COMPANY. A
resolution and to do all such acts, deeds,
PERSON CAN ACT AS A PROXY ON
matters and things, including delegate such
BEHALF OF MEMBERS OF THE COMPANY
authority, as may be considered necessary,
NOT EXCEEDING FIFTY AND HOLDING IN
proper or expedient in order to give effect to
AGGREGATE NOT MORE THAN TEN
the above resolution.”
PERCENT OF THE TOTAL SHARE CAPITAL
By order of the Board of Directors
OF THE COMPANY CARRYING VOTING
For UNIPARTS INDIA LIMITED
RIGHTS. A MEMBER HOLDING MORE
THAN TEN PERCENT OF THE TOTAL
SHARE CAPITAL OF THE COMPANY
CARRYING
VOTING
RIGHTS
MAY
(Lalit Khanna)
APPOINT A SINGLE PERSON AS PROXY
Company Secretary
AND SUCH PERSON SHALL NOT ACT AS A
ACS - 14759
PROXY FOR ANY OTHER PERSON OR
Place: New Delhi
SHAREHOLDER. PROXIES IN ORDER TO BE
Date: 31st August, 2015
EFFECTIVE MUST BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY,
DULY COMPLETED AND SIGNED NOT LESS
Registered Office:
THAN 48 (FORTY EIGHT) HOURS BEFORE
Gripwel House, Block-5,
THE ANNUAL GENERAL MEETING. A
Sector C 6 and 7, Vasant Kunj,
PROXY FORM FOR THE ANNUAL GENERAL
New Delhi- 110070
MEETING IS ENCLOSED.
Tel: +91 11 2613 7979
2. Every member entitled to vote at the meeting,
Fax: +91 11 2613 3195
or on any resolution to be moved there at, shall
Email: [email protected]
be entitled during the period beginning 24
Website: www.unipartsgroup.com
hours before the time fixed for the
commencement of the meeting and ending
Corporate Office
with the conclusion of the meeting, to inspect
Ground Floor, SB Tower
the proxies lodged, at any time during the
Plot No. 1A/1, Sector 16A,
business hours of the Company, provided not
Film City, Noida
less than three days’ notice in writing of the
Uttar Pradesh- 201 301
intention so to inspect is given to the Company.
India
Tel: +91 120 458 1400
Fax: +91 120 458 1499
Corporate Identity Number
U74899DL1994PLC061753
5
3.
Corporate Members are requested to send a
duly certified copy of the Board Resolution
authorizing their representative(s) to attend
and vote at the Annual General Meeting.
4.
A statement pursuant to Section 102 of the
Companies Act, 2013, with respect to Special
Business set out in the Notice is annexed
hereto.
5.
6.
7.
8.
Reappointment of Directors: In terms of Section
152 of the Companies Act, 2013, Mr. Gurdeep
Soni (DIN 00011478), Director, retire by
rotation at the Meeting and being eligible, offer
himself for re-appointment. The Board of
Directors of the Company recommends his re- 9.
appointment. Brief profile of Mr. Gurdeep Soni
and other details of the director recommended
for reappointment, as required under
Secretarial Standards (SS-2) issued by the
10.
Institute of Company Secretaries of India and
approved by the Central Government, is
annexed to the Notice.
addresses are registered with the Company/
Depository Participants(s) for communication
purposes unless a member has requested for a
hard copy of the same. For members who have
not registered their email addresses, physical
copies of the Annual Report for FY 2014-15 are
being sent by the permitted mode.
The Company has received the requisite
consents/ declarations for the reappointment
of Director and ratification of appointment of
Auditors.
Members may also note that the Annual Report
2014-15 (including Notice of the 21st Annual
General Meeting) will also be available on the
Company’s website www.unipartsgroup.com.
The physical copies of the aforesaid documents
will also be available at the Company’s
Registered Office as well as Corporate Office
for inspection during normal business hours on
working days. Members who require
communication in physical form in addition to
e-communication, or have any other queries,
may
write
to
us
at
[email protected].
All relevant documents referred to in the
accompanying Notice and the Statement
annexed pursuant to Section 102 of the
Companies Act, 2013, including the Register of
Directors and Key Managerial Personnel and
their shareholding maintained under Section
170 of the Companies Act, 2013 and Register of
Contracts or Arrangements in which Directors
are interested maintained under Section 189 of
the Companies Act, 2013, will be available for
11. Members who have not registered their e-mail
inspection by the members at the Registered
addresses so far are requested to register their
Office on all working days between 11.30 A.M.
e-mail address for receiving all communication
to 1.30 P.M. up to the date of the Annual
including Annual Report, Notices, Circulars,
General Meeting. Further, the copies thereof
etc. from the Company electronically.
shall also be made available for inspection at
the Corporate Office of the Company on all 12. In case of any query relating to the Annual
Accounts, the members are requested to send
working days between 11.30 A.M. to 1.30 P.M.
the same to the Company Secretary at the
up to the date of the Annual General Meeting
Corporate Office of the Company at least 10
Members whose shareholding is in the
days before the date of Annual General
electronic mode are requested to direct change
Meeting, so as to enable the management to
of address notifications and updates of bank
keep the information ready for replying at the
account details to their respective Depository
meeting.
Participant(s). Members are encouraged to
utilize the Electronic Clearing System (ECS) for 13. The complete particulars of the venue of the
Meeting, including route map and prominent
receiving dividends.
land mark for easy location, is specified on the
Annual Report 2014-15 with Attendance Slip
last page of the Annual Report.
and Proxy form are being sent by electronic
mode to all the members whose email
6
STATEMENT
PURSUANT
TO Mr. Gurdeep Soni, aged 60 years, is the Chairman
SECTION 102 OF THE COMPANIES and Managing Director of our Company and has
been associated with our Company since its
ACT, 2013
incorporation. He is one of the promoters of the
The following statement sets out all material facts Company and presently holds 14,955,570 equity
relating to Special Business mentioned in the shares (33.14%) of the Company directly in his
accompanying Notice:
name. He was appointed as a Director of our
Company on September 26, 1994.
ITEM NO. 5
Gurdeep holds a master of management studies
The Board of Directors, on the recommendation of
degree from Birla Institute of Technology and
the Audit Committee, approved the appointment
Science, Pilani. He has approximately 36 years of
of M/s. Vijender Sharma & Co., Cost Accountants
work experience in different roles within the
(Firm Registration No. 00180), as the Cost
Uniparts Group. He has been actively involved in
Auditors of the Company for the financial year
the day-to-day operations of our Company and is
2015-16 at a remuneration of
4,00,000/- (Rupees
responsible for the after-market business of our
Four lacs only), excluding service tax (as
Group.
applicable) and reimbursement of out of pocket
expenses incurred by the Cost Auditors.
Terms and condition of appointment and
remuneration:
In accordance with the provisions of Section 148 of
the Companies Act, 2013 read with the Companies Mr. Gurdeep Soni was re-appointed as Managing
(Audit and Auditors) Rules, 2014, the Director for a term of three years with effect from
st
remuneration payable to the Cost Auditors has to 1 April, 2012, pursuant to a resolution passed by
the shareholders at the EGM held on 23rd April,
be ratified by the shareholders of the Company.
2012. The significant terms of his remuneration and
Accordingly, consent of the members is sought for employment include the following:
passing an ordinary resolution as set out at Item
No. 5 of the Notice for ratification of the
Particulars
Remuneration
remuneration payable to the Cost Auditors for the
₹ 1,220,000 per month for the
financial year 2012-2013
financial year ending March 31, 2016.
None of the Directors, Key Managerial Person or
their relatives are concerned or interested,
Salary
financial year 2014-2015. The
financially or otherwise, in the resolution.
salary also includes provident
The Board of Directors recommends the ordinary
fund,
gratuity
and
leave
encashment.
resolution set forth in Item no. 5 of the Notice for
Perquisites
Benefits
such
as
medical
the approval of the members.
expenses,
personal
accident
insurance, club fees, conveyance
Additional
information
of
the
director
and other employee benefits as
recommended for reappointment (in pursuance
per the employment agreement
of Secretarial Standards (SS-2) issued by the
dated April, 23, 2012.
Institute of Company Secretaries of India and
approved by the Central Government)
Brief Profile of Mr. Gurdeep Soni
7
Commission
Notice
Period
Group Profit Before Tax (“PBT”)
Level
1% of
If the PBT is higher than
the PBT 90% of the budgeted
PBT for the year.
0.5% of If the PBT is higher than
the PBT 80% of the budgeted
PBT for the year and
lower than 90% of
budgeted PBT for the
year.
Nil
If the PBT is lower than
80% of the budgeted
PBT for the year.
Six months
Particulars
Remuneration
Salary
Perquisites
Benefits
such
as
medical
expenses,
personal
accident
insurance, club fees, conveyance
facilities, communication facilities
and reimbursement of expenses.
Bonus
Such sum as may be decided by
the Board or a committee based
on performance of certain
parameters as laid down by the
Board or a committee.
Notice Period Six months, unless otherwise
agreed by the Board of Directors.
Directorships in other Companies as on 31st March,
2015:
1. Ace Tractor Parts Limited
2. Avid Maintenance Private Limited
3. Amazing Estates Private Limited
4. Bluebells Homes Private Limited
5. Charisma Homes Private Limited
6. Gripwel Fasteners Private Limited
7. G K P Farms Private Limited
8. SKG Engineering Private Limited
9. Silveroak Estate Private Limited
10. SGA Trading Private Limited
11. Tima Trading Private Limited
12. Uniparts USA Limited
13. Uniparts Olsen Inc.
14. Uniparts Europe B.V.
15. Uniparts Engineering Private Limited
16. Vivify Net Private Limited
No. of board meetings attended during the
financial year 2014-15: Mr. Gurdeep Soni has
attended all 7 (seven) board meetings held during
the financial year 2014-15
The total amount paid by the Company to Mr.
Gurdeep Soni, including perquisite as per I.T. Act,
for the financial year 2014-2015 was ₹ 4.297 million.
On 10th July, 2014, the Board passed a resolution
appointing Mr. Gurdeep Soni as the Chairman of
the Board with effect from 11th July, 2014 and
designated him as the Chairman and Managing
Director. The Board also pursuant to the resolution
passed at the shareholders’ meeting dated 4th
August, 2014, reappointed him as the Managing
Director of the Company for a period of three years
with effect from April 1, 2015 and designated him
as the Chairman and Managing Director.
As Mr. Gurdeep Soni, Chairman and Managing
Director of the Company, being longest in office,
will retire by rotation at the ensuing annual general
meeting of the Company for ensuring the
compliance with the provisions of Section 152 of
the Companies Act, 2013 and offered himself for reappointment, his re-appointment shall not
constitute a break in his office as the Chairman and
Managing Director of the Company.
Board Committees positions in other companies:
Mr. Gurdeep Soni is a chairman of CSR Committee
of Gripwel Fasteners Private Limited.
He is presently also designated as Managing
Director of Gripwel Fasteners Private Limited
(“GFPL”), a wholly owned subsidiary of the
Company, and
entitled to remuneration as
mentioned below, from GFPL, effective from 1st
July, 2014.
Relationship(s) with other directors and key
managerial personnel: Mr. Gurdeep Soni and Mr.
Paramjit Singh Soni are brothers. Except aforesaid,
none of the other Directors and key managerial
personnel (as defined in Companies Act, 2013) are
related to each other.
8
BOARD’S REPORT
FINANCIAL HIGHLIGHTS
The Company’s financial performance for the
year ended 31st March, 2015 is summarized
below:
The Net Revenue from Operations stood at
3,936 million for the FY 2014-15 which is 6.7%
lower than previous year’s net Revenue from
Operations of
4,220 million. The Operating
Profit (EBITDA) of 279.9 million in FY 2014-15
has reduced by 27.5% as against the previous
year EBITDA of
386.2 million. The Company
posted Profit after Tax of
60.4 million in FY
2014-15 as against Profit after Tax of
90.6
million in the previous year.
Standalone Financial Performance:
Consolidated Financial Performance:
The Members,
Your Directors have pleasure in presenting the 21st
Annual Report on the business and operations of
the Company and the Audited Financial Statements
for the year ended 31st March, 2015.
1.
Particulars
(Amount in
2013-14
2014-15
)
Particulars
Net Revenue from
Operations
Other Income
39363,81,818
42199,88,963
695,77,756
170,68,581
Total Revenue
40059,59,575
Total Expenses
(Amount in
2013-14
2014-15
)
Net Revenue from
Operations
Other Income
78184,58,427
81565,97,324
174,98,254
157,95,742
42370,57,544
Total Revenue
78539,56,681
81723,93,067
Total Expenses
75211,18,837
75603,25,047
39503,93,317
40784,11,576
Profit Before Prior
Period Items and Tax
Prior Period Items
555,66,258
(61,38,122)
1586,45,968
34,992
Profit Before Prior
Period Items and Tax
Prior Period Items
3148,37,844
(83,09,955)
6120,68,019
34,992
Profit Before Tax
617,04,380
1586,10,976
Profit Before Tax
3231,47,799
6120,33,027
Total Tax Expenses
12,61,328
679,43,851
Total Tax Expenses
363,61,652
1696,57,882
Profit for the year
604,43,052
906,67,125
Profit for the year
2867,86,147
4423,75,145
6741,19,468
6098,54,463
15433,92,778
11664,26,661
-
-
230,39,368
-
7345,62,520
7005,21,588
18532,18,292
16088,01,806
225,66,879
-
225,66,879
-
-
225,66,879
-
456,06,247
(38,35,241)
-
(38,35,241)
-
Add: Balance in Profit
and Loss Account
Add: Reversal of
Proposed Dividend
Sub-Total
Add: Balance in Profit
and Loss Account
Add: Reversal of
Proposed Dividend
Sub-Total
Less: Appropriations
- Interim Dividend
- Proposed Dividend
- Reversal of dividend
distribution tax
- Tax on Dividend
- Transferred to
General Reserve
Less: Depreciation
adjustment on
adoption of Companies
Act, 2013
Balance carried to
Balance Sheet
Less: Appropriations
-
38,35,241
-
-
112,47,778
-
7045,83,104
6741,19,468
- Interim Dividend
- Proposed Dividend
- Reversal of dividend
distribution tax
- Tax on Dividend
- Transferred to
General Reserve
Less: Depreciation
adjustment on
adoption of Companies
Act, 2013
Balance carried to
Balance Sheet
9
39,15,541
77,50,782
-
120,52,000
119,54,930
-
18186,16,183
15433,92,778
The Consolidated Net Revenue from
Operations for FY 2014-15 stood at
7,818
million, which is 4.1% lower than the previous
year. The Operating Margin (EBITDA) stood at
608 million and Profit after Tax of
287
million in the FY 2014-15.
The Company and its subsidiaries (“Uniparts
Group” or “the Group”) continued its focus on
its two mature product verticals namely Three
Point Linkage (“3PL”) and Precision Machined
Parts (“PMP”), with a strategy to strengthen its
position with current customers within existing
geographies while also striving to gain market
share and entry into new customers and new
geographies.
During FY2014-15, Uniparts Group’s 3PL sales
contributed 47.63% and PMP sales contributed
51.23% while other emerging product verticals
i.e. Hydraulic Cylinders (“HYD”) and Power
Take Off (“PTO”) contributed the remaining
1.14%. In terms of geographical spread,
Americas continued to be the key geography
with 62.45% sales coming from this region.
Europe and India contributed 18.75% and
10.62%, respectively, with remaining 8.19%
coming from rest of the world.
Uniparts Group’s warehouses contributed
29.7% of the total external sales, which goes
well with the management’s overall strategy of
increasing the proportion of warehousing sales
and leverage the established global delivery
model. Direct Exports from India to overseas
customers constituted 25.8% and Local
Deliveries (i.e. sales from our manufacturing
facilities in their respective domestic markets)
constituted 44.5% of the Group’s sales in
FY2014-15.
A significant part of the Group’s component
sales continued to come from the Agriculture
Sector with this sector constituting over 60% of
the consolidated revenues in FY2014-15. The
10
other significant sector of the economy to
which the Group caters is the Construction
Sector which constituted little over one third of
the consolidated revenues in the reported
financial year.
The overall financial performance of the Group
in FY 2014-15 was affected due to the
slowdown in the global agriculture equipment
market. The global agriculture equipment
market witnessed a slow down due to
weakening of prices of key agriculture
commodities such as wheat, corn, soybean and
cotton. In India, the performance of the Group
impacted due to poor monsoon that led to a
14.5% decline in tractor sales in FY2014-15.
During the year under review, the Company’s
operations at its plant at Visakhapatnam were
affected for about 6 (six) weeks due to cyclone
“Hud-Hud” that hit the coastal areas in
October 2014. The weakness in the Euro
during Q3 and Q4 also impacted the
performance for the financial year under
review.
The Group continues its efforts to expand its
management bandwidth across key functions
at its India and overseas units. Further, the
Group is focused on the “Voice of its
Customers” and is constantly re-aligning its
product portfolio to customer demands and
market changes. The Group continues to focus
on improving realizations across its product
portfolio and its manufacturing units, and
committed to improve margins by a mix of cost
reduction efforts and price adjustments. During
the last financial year, the Group also initiated
certain fixed costs control measures, the impact
of which should be visible in the coming
quarters. Continuous focus is being maintained
on efficiency improvements to enable
sustainable operating structure capable of
delivering timely output and superior quality
at competitive costs.
2.
The Company plans to expand its
manufacturing capabilities in Ludhiana &
Vishakhapatnam. At the same time, the Group
is focused on increasing warehousing sales and
will continue to increase the share of
manufacturing of products from its factories
located in India. Within the units in India, the
units at Ludhiana will become hub for 3PL 3.
manufacturing for the domestic and global
aftermarket customers. One of the Units at
NOIDA will enhance their PMP manufacturing
capabilities to support the growth in the global
construction markets in addition to its export
and domestic 3PL business, while the other
Unit will continue with focus on the global
aftermarket. The unit at Visakhapatnam will
continue to be a hub for 3PL and PMP
manufacturing for our global OEM customers.
We also plan to leverage the Hydraulic
Cylinder capabilities at Visakhapatnam.
The Group has also successfully forayed into
4.
developing products for the Oil & Gas
industry. These are high precision products
developed using existing manufacturing
processes. The Group will continue to look out
for opportunities to diversify its industry reach
by leveraging its manufacturing process to
develop higher value added products.
Over the years, the Group has been at the
forefront of providing value added engineering
solutions to its customers in the domestic and
the international markets. The Group will
continue its efforts in this direction to
strengthen its relationship with customers and
remain cost competitive
The Group continues to manufacture out of its
6 manufacturing locations viz. two at Noida
(Uttar Pradesh), two at Ludhiana (Punjab), one
at Visakhapatnam (Andhra Pradesh) and one at
Eldridge, USA.
11
DIVIDEND
The Company has paid an Interim Dividend @
5% i.e. 0.50/- per fully paid-up equity share
of
10/- each to the shareholders of the
Company during the FY 2014-15.
BONUS SHARES
Pursuant to the approval of the Shareholders of
the Company in the 19th annual general
meeting of the Company held on 10th
September 2013, the Company has allotted
Bonus Shares to the shareholders of the
Company in ratio of 1:1 (i.e. one equity share
for every one existing equity share held) on 4th
April, 2014 by way of capitalization of
securities premium, and consequently the paidup share capital of the Company increased
from 225,668,790/- to 451,337,580/-.
INITIAL PUBLIC OFFERING
The Company has filed a Draft Red-Herring
Prospectus (“DRHP”) with Securities and
Exchange Board of India (“SEBI”) on 25th
September, 2014, pursuant to the provisions of
the Companies Act, 2013, SEBI (Issue of Capital
and Disclosure Requirements) Regulations,
2009 and other applicable laws, for the Initial
Public Offering of up to 13,040,000 Equity
Shares of face value 10 each of the Company,
consisting of a fresh issue of 7,000,000 Equity
Shares by the Company (“Fresh Issue”) and an
offer for sale of up to 6,040,000 equity shares
(“Offer For Sale”) by Ambadevi Mauritius
Holding Limited, Ashoka Investment Holdings
Limited, Mr. Gurdeep Soni, Mr. Paramjit Singh
Soni, Mr. Karan Soni and Ms. Meher Soni
(“Selling
Shareholders”),
collectively
constituting atleast 25% of the Post-Issue PaidUp Equity Share Capital of the Company.
The Company has received an in-principle
listing approval from BSE Limited and the
National Stock Exchange of India Limited on
5th November, 2014. Further, SEBI has issued its
observation letter on 18th February, 2015 on the
DRHP and other documents filed by the
Company. As per the SEBI Observation Letter,
the proposed Issue can be opened for
subscription within a period of 12 months from
the date of issuance of the Observation Letter
(i.e. within 12 months from 18th February,
2015).
5.
million as compared to
during the previous year.
120.51 million
b) Uniparts Europe B.V. (“UEBV”)
UEBV was incorporated on 22nd January,
2007 under the laws of The Netherlands.
During the financial year 2014-15, UEBV
reported the loss of EUR 4461 as compared
to profit of EUR 7912 during the previous
financial year.
c) Uniparts India GmbH (“UIG”)
UIG was incorporated on 18th May, 2010
under the laws of Germany. UIG is engaged
in the business of warehousing and
providing services to its customers located
in Europe.
SUBSIDIARY COMPANIES
As on 31st March, 2015, the Company has four
direct subsidiaries and one step-down
subsidiary, details of which are provided
below. No Company has become/ceased to be
a subsidiary, joint ventures or associate of the
Company during the financial year 2014-15.
a) Gripwel
Fasteners
Private
Limited
(“GFPL”)
GFPL was incorporated as Unilink
Engineering Private Limited, a private
limited company, on January 13, 2005 under
the Companies Act, 1956. GFPL is the
wholly owned subsidiary of our Company
since 21st January, 2008. GFPL is engaged in
the business of manufacturing, sale and
export of 3PL, tractor attachment systems
and
other
agricultural
equipment
components. GFPL is also engaged in
servicing the after-market and OEM
customers. GFPL has its manufacturing
facility at Noida Special Economic Zone
(NSEZ) in Uttar Pradesh, India.
GFPL’s net revenue from operations in FY
2014-15 was 1237.05 million as against 1038.27 million in the previous year. Profit
after Tax (PAT) for the year was 87.17 12
During the financial year 2014-15, UIG
reported sales of EUR 7.39 million as
compared to EUR 7.44 million during the
previous year. Net Profit after Tax for the
year was EUR 0.43 million as compared to
the loss of EUR 0.13 million during the
previous financial year.
d) Uniparts USA Limited (“UUL”)
UUL was incorporated on 27th January, 2005
under the laws of the State of Delaware,
USA. UUL is engaged in the business of
warehousing and primarily providing
services to its customers located in USA.
During the financial year 2014-15, UUL (on a
consolidated basis) reported net Revenue of
USD 71.19 million as compared to USD
72.74 million during the previous year.
Profit after Tax (PAT) for the year was USD
2.13 million as compared to USD 1.26
million during the previous financial year.
e) Uniparts Olsen Inc. (“UOI”)
UOI was acquired by the group through its
subsidiary, Uniparts USA Limited, in the
year 2005. UOI is engaged in the business of
manufacturing, warehousing and sale of
precision machined pins, bushings and
structural bosses for its customers in the
construction, agriculture and forestry
industries.
During FY 2014-15, UOI reported net sales
of USD 58.65 million as compared to USD
60.47 million during the previous year.
Profit after Tax (PAT) for the year was USD
1.55 million as compared to USD 1.50
million during the previous year. During the
period under review, the Sales & Marketing
and Operations teams were further
strengthened at UOI.
In accordance with Section 129 (3) of the
Companies Act, 2013, the Company has
prepared consolidated financial statements,
which forms part of the Annual Report.
Further, pursuant to pursuant to the provisions
of Section 129(3) read with Rule 5 of
Companies (Accounts) Rules, 2014, statement
containing salient features of the financial
statement of the subsidiary companies is
disclosed separately and forms part of the
Annual Report.
Company and audited financial statements of
each of the subsidiaries of the Company will be
available
on
the
Company’s
website
www.unipartsgroup.com.
6.
BOARD OF
MEETINGS
DIRECTORS
AND
ITS
The Company has a professional Board with
right mix of knowledge, skills and expertise
with an optimum combination of executive,
non-executive and independent Directors
including one woman Director. The Board
provides strategic guidance and direction to the
Company in achieving its business objectives
and protecting the interest of the stakeholders.
The Board of Directors of the Company
presently comprise of the following Directors:
The annual financial statements of the
subsidiary companies and the related detailed
information shall be made available to the
members of the Company seeking such
information at any point of time. The annual
financial statements of the subsidiary
companies shall also be kept open for
inspection by any member of the Company at
the Registered Office and Corporate Office of
the Company on any working day during
business hours.
In accordance with Section 136 of the
Companies Act, 2013, the audited financial
statements including the consolidated financial
statements and related information of the
13
Name
Designation
Mr. Gurdeep Soni
Chairman
and
Managing Director
Mr. Paramjit Singh
Soni
Vice Chairman
Mr. Alok Nagory
Non-executive
Mr. Ashish Kumar
Agarwal
Nominee Director
Mr.
Coenen
Executive Director
Herbert
Mr. M.R. Umarji
Non-executive
Mr. Sharat Krishan
Mathur
Non-executive
Ms. Shradha Suri
Non-executive
During the year ended 31st March, 2015, the
Board of Directors met seven times i.e. on 4th
April, 2014, 10th July, 2014, 23rd August, 2014,
18th September, 2014, 21st September, 2014, 24th
December, 2014 and 19th March, 2015 and the
maximum time gap between any two
consecutive meetings was not more than 120
days, in compliance with the provisions of
Companies Act, 2013. The details of the Board
Meetings and the attendance of directors are
given hereinbelow:Name of the
Directors
Number
of
Board
Meeting
attended
during the FY
2014-15
Total Number
of
Board
Meeting
conducted
during the FY
2014-15
Mr. Gurdeep
Soni
Mr. Paramjit
Singh Soni
Mr.
Alok
Nagory*
7
7
6
7
3
5
Mr.
Ashish
Kumar
Agarwal
7
7
Mr. Herbert
Coenen
4
7
Mr.
Umarji
M.R.
6
7
Mr.
Sharat
Krishan
Mathur
7
7
Ms. Shradha
5
Suri*
*Appointed as Directors on 23.08.2014
7.

The members in the extra-ordinary general
meeting of the Company held on 4th
August, 2014 appointed Mr. M. R. Umarji
and Mr. Sharat Krishan Mathur as
Independent Directors of the Company, not
liable to retire by rotation, to hold office up
to 31st March, 2019.

On 23rd August, 2014, Mr. Alok Nagory
and Ms. Shradha Suri were appointed as
Additional Director on the Board of the
Company. The members in the annual
general meeting of the Company held on
20th September, 2014 appointed Mr. Alok
Nagory and Ms. Shradha Suri as
Independent Directors of the Company, not
liable to retire by rotation, to hold office up
to 22nd August, 2019.
All the independent Directors have
declared and affirmed that they meet the
criteria of ‘independence’ as specified in
Section 149(6) of the Companies Act, 2013.

5
APPOINTMENT OR RESIGNATION OF
DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMPs)
During the year under review, following
changes occurred in the position of Directors
and KMPs of the Company:
14
Mr. Gurdeep Soni was appointed as
Chairman of the Board of Directors of the
Company effective from 11th July, 2014 and
designated as Chairman and Managing
Director of the Company. The members of
the Company at the extra-ordinary general
meeting held on 4th August, 2014 also
approved the re-appointment of Mr.
Gurdeep Soni as Managing Director of the
Company for a period of 3 years effective
from 1st April, 2015, without any
remuneration from the Company, and
designated as Chairman and Managing
Director of the Company. He is presently
also designated as Managing Director of
Gripwel Fasteners Private Limited, a
wholly owned subsidiary of the Company,
and entitled to remuneration (as detailed
in the statement annexed to the Notice of
the ensuing AGM) effective from July 1,
2014.
In accordance with Section 152 of the
Companies Act, 2013 and Articles of
Association of the Company, Mr. Gurdeep
Soni (DIN 00011478), shall retire by
rotation as Director at the ensuing annual
general meeting and being eligible, offers
himself for reappointment. His reappointment shall not constitute a break in
his office as the Chairman and Managing
Director of the Company. A brief profile of
Mr. Gurdeep Soni and other relevant
details is annexed to the Notice of the
ensuing Annual General Meeting.


8.
Mr. Sanjiv Kashyap resigned as Company
Secretary of the Company with effect from
the close of the business hours on 4th April,
2014 and continues to be the Chief
Financial Officer of the Company.
Mr. Lalit Khanna was appointed as
Company Secretary of the Company with
effect from 5th April, 2014.
BOARD COMMITTEES
As on 31st March, 2015, the Company has Audit
Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee,
Stakeholders
Relationship
Committee, Risk Management Committee, IPO
Committee and Borrowing Committee. The
Board Committees are set up under the formal
approval of the Board to carry out clearly
defined roles which are considered to be
performed by the members of the respective
Board Committees. The Company Secretary
acts as the secretary of all the Board
Committees.
The Company has an adequately qualified
Audit Committee constituted in accordance
with the provisions of Section 177 of the
Companies Act, 2013. The composition of
Committee and terms of reference are in
compliance with the provisions of Section 177
of the Companies Act, 2013. All members of the
Committee are financially literate and have
accounting or related financial management
expertise. As on March 31, 2015, the Audit
Committee comprises of:
Name
of
Director
Mr.
Sharat
Krishan Mathur
Category
Status
Independent
Director
Chairman
Mr.
Umarji
Independent
Director
Member
Nominee
Director
Member
Mr.
Ashish
Kumar
Agarwal
Audit Committee met three times i.e. on 10th
July, 2014, 24th December, 2014 and 19th March,
2015. Mr. Sharat Krishan Mathur and Mr.
Ashish Kumar Agarwal attended all three audit
committee meetings and Mr. M. R. Umarji
attended two meetings held during the FY
2014-15.
Nomination and Remuneration Committee
The Company has a duly constituted
Nomination and Remuneration Committee.
The composition of committee and terms of
reference are in compliance with the provisions
of Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee
presently comprises of:
Name
Director
Mr.
Umarji
Audit Committee
15
M.R.
of
M.R.
Status
Capacity
Independent
Director
Chairman
Mr.
Sharat
Krishan
Mathur
Independent
Director
Member
Mr.
Ashish
Kumar
Agarwal
Nominee
Director
Member
Nomination and Remuneration Committee met
four times i.e. on 4th April, 2014, 10th July, 2014,
23rd August, 2014 and 19th March, 2015.
Members of Nomination and Remuneration
Committee attended all the four meetings held
during the FY 2014-15.
Corporate Social Responsibility Committee
The Company has a duly constituted Corporate
Social Responsibility (“CSR”) Committee in
accordance with the provisions of Section 135
of the Companies Act, 2013. The roles and
responsibilities of CSR Committee includes
formulation and recommendation of corporate
social responsibility policy to the Board,
recommending the amount to be incurred for
CSR activities, instituting a transparent
monitoring mechanism for implementation of
the CSR projects or programs or activities
undertaken by the Company, and monitor the
CSR policy from time to time. As on 31st March,
2015, the CSR Committee comprises of:
Board of Directors on recommendation of the
CSR Committee has formulated the CSR Policy
of the Company wherein the CSR activities that
may be undertaken by the Company are
mapped with the activities as prescribed in
Schedule VII to the Companies Act, 2013 as
amended from time to time. The CSR Policy of
the Company is available on the Company’s
website www.unipartsgroup.com
CSR Committee met two times i.e. on 10th July,
2014 and 19th March, 2015. Members of CSR
Committee attended both the meetings held
during the FY 2014-15. The annual report on CSR containing
particulars specified in Companies (CSR
Policy) Rules, 2014 is attached as Annexure 1 to
this Report.
Stakeholders Relationship Committee
Category
Status
Chairman &
Managing
Director
Chairman
Company has, considering the proposed IPO of
the Company, constituted the Stakeholders
Relationship Committee in compliance with the
provisions of Section 178 of the Companies Act,
2013. The Stakeholders Relationship Committee
shall, inter-alia, specifically look into the
redressal of all security holders’ and investors’
complaints and shall have the powers to seek
all information from, and inspect all records of,
the Company relating to security holder and
investor
complaints.
The
Stakeholders
Relationship Committee comprises:
Mr.
Paramjit
Singh Soni
Vice
Chairman
Member
Name
Director
Mr.
Sharat
Krishan
Mathur
Independent
Director
Member
Name of
Director
Mr.
Soni
Gurdeep
of
Mr.
Sharat
Krishan
Mathur
16
Category
Status
Independent
Director
Chairman
Mr. Gurdeep
Soni
Chairman and
Managing
Director
Member
Mr.
Ashish
Kumar
Agarwal
Nominee
Director
Member
During the year ended 31st March, 2015, no
meeting of the Stakeholders Relationship
Committee was convened.
Risk Management Committee
The Board of Directors has constituted a Risk
Management Committee comprising of certain
directors and senior executives of the
Company. The Risk Management comprises
of:Name
Members
of
Category
Status
Mr.
Herbert
Coenen
Executive
Director
Chairman
Mr. Gurdeep
Soni
Chairman and
Managing
Director
Member
Mr.
Ashish
Kumar
Agarwal
Nominee
Director
Member
Mr.
Ashesh
Jamaiyar
Chief
Operating
Officer
Member
Mr.
Sanjiv
Kashyap
Chief Financial
Officer
Member
purpose of the Committee is to assist the Board
of Directors in fulfilling its oversight
responsibilities with regard to enterprise risk
management. The Committee reviews the risk
management practices and actions deployed by
the management with respect to identification,
impact assessment, monitoring, mitigation and
reporting of key risks while trying to achieve
its business objectives.
Further, the Committee endeavors to assist the
Board in framing, implementing and
monitoring the risk management framework
for the Company and reviewing and guiding
the risk policy/framework. The Committee
also guides management in developing the risk
management
policy/framework
and
in
implementing an appropriate risk management
system for the Company.
To have better focus and monitoring of risks
management plan, the Risk Management
Committee has constituted an Operations
Committee (a sub-committee of Risk
Management Committee). The Operations
Committee comprises of Mr. Herbert Coenen,
Chairman, Chief Operating Officer, Chief
Financial Officer, Company Secretary, Chief
People Officer and Chief Information Officer as
its members. This Committee has the primary
responsibility of implementing the Risk
Management
Policy/framework
of
the
Company and achieving the objective of
developing a risk intelligent culture that
supports decision making and helps improve
Company performance.
The Committee has adopted a charter that
outlines the role, responsibilities and power of
the Committee and the procedure for
organizing the meeting of the Committee. The
17
Risk Management Committee met one time on
8th January, 2015 and all the Members of the
Committee were present.
Other Committee
composition of the Board and its Committees,
matters addressed in the Board and Committee
meetings, processes followed at the meeting,
Board`s focus, regulatory compliances and
Corporate
Governance,
Chairman
and
Directors’ performance, etc..
The Board of Directors of the Company has
also constituted a Borrowing Committee and
IPO Committee. The Composition of both the
Committees is as under:
Name of Director
Status
Mr. Gurdeep Soni
Member
Member
Member
Borrowing Committee met four times i.e. on
16th April, 2014, 4th August, 2014, 21st
September, 2014 and 6th January, 2015. Mr.
Gurdeep Soni and Mr. Ashish Kumar Agarwal
attended all the four Borrowing Committee
meetings and Mr. Paramjit Singh Soni attended
three meetings held during the FY 2014-15. No
meeting of the IPO Committee was convened
during the FY 2014-15.
9.
BOARD PERFORMANCE EVALUATION
Pursuant to applicable provisions of the
Companies Act, 2013, the Board, in
consultation with its Nomination and
Remuneration Committee, has formulated a
framework containing, inter-alia, the criteria for
performance evaluation of the entire Board of
the Company, its Committees, Chairman and
Individual Directors, including Independent
Directors.
Board members had submitted their response
on a scale of 5 (Outstanding) – 1 (Needs
significant improvement) for evaluating the
entire Board, respective Committees of which
they are members and of their peer Board
members, including Chairman of the Board.
The Independent Directors had met separately
without the presence of Non-Independent
Directors and the members of management and
discussed, inter-alia, the performance of nonIndependent Directors and Board as a whole
and the performance of the Chairman of the
Company after taking into consideration the
views of executive and Non-Executive
Directors.
The Nomination and Remuneration Committee
has also carried out evaluation of every
Director`s performance. The performance
evaluation of all the Independent Directors
have been done by the entire Board, excluding
the Director being evaluated. On the basis of
performance evaluation done by the Board, it
shall be determined whether to extend or
continue their term of appointment, whenever
the respective term expires.
The Directors expressed their satisfaction with
the evaluation process.
A structured questionnaire has been prepared,
covering various aspects of the functioning of
the Board and its Committees under the 10. REMUNERATION
POLICY
FOR
following seven heads – Board Composition,
DIRECTORS & SENIOR MANAGEMENT
Information to the Board, Board Procedures,
Board Accountability, Senior Management,
The Nomination & Remuneration Committee
Standards of Conduct and Feedback on the
of the Company leads the process for Board
Chairperson of the Board. These heads covers
appointments in accordance with the
feedback on adequacy of the constitution and
18
requirements of Companies Act, 2013 and other
applicable regulations or guidelines. All the
Board appointments are based on meritocracy.
The potential candidates for appointment to the
Board are inter-alia evaluated on the basis of
highest level of personal and professional
ethics, standing, integrity, values and character,
appreciation of the Company’s vision, mission,
values, professional skill, knowledge and
expertise, financial literacy and such other
competencies and skills as may be considered
necessary.
The purpose of the Code of Conduct is to
enhance further an ethical and transparent
process in managing the affairs of the
Company and to deter wrong doing. In terms
of Code of Conduct, Directors and Senior
Management must act within the authority
conferred upon them and in the best interests
of the Company and its shareholders.
The Members of the Board and Senior
Management Personnel have affirmed the
compliance with the Code of Conduct during
the year ended 31st March, 2015.
In addition to the above, the candidature of an
12. EMPLOYEES STOCK OPTION SCHEME
independent Director is also evaluated in terms
of the criteria for determining independence as
The Nomination and Remuneration Committee
stipulated under Companies Act, 2013 and
of the Board of Directors of the Company, inter
other applicable regulations or guidelines.
alia, administers and monitors the Employee
Stock Option Plan 2007 (“ESOP 2007”) of the
During the year under review, the Board of
Company. During the year under review, the
Directors of the Company, considering the
Company had granted 359,739 stock options
recommendation
of
Nomination
and
under the ESOP 2007. Details of options
Remuneration
Committee,
adopted
a
granted by the Company under ESOP 2007 are
Performance
Management
Policy
provided in Annexure 2 to this Report.
(“Remuneration Policy”) for Directors, KMPs
and other employees. The policy represents the
overarching approach of the Company to the 13. LOANS, GUARANTEES OR INVESTMENTS
BY THE COMPANY
remuneration of Director, KMPs and other
employees.
Through
its
compensation
programme, the Company endeavors to attract,
retain, develop and motivate a high
performance workforce. The Company follows
a compensation mix of fixed pay, benefits and
performance based variable pay.
11. CODE OF CONDUCT
Particulars
of
loans,
guarantees
and
investments by the Company covered under
the provisions of Section 186 of the Companies
Act, 2013 are provided in the standalone
financial statement (Please refer to Note 12, 13,
17 and 42 to the standalone financial
statement).
The Company has adopted the Code of 14. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS
WITH
RELATED
Conduct for Directors and Senior Management
PARTIES
Personnel which also include Code for
Independent Directors as per Schedule IV of
Pursuant to Section 188 of the Companies Act,
the Companies Act, 2013. The Code of Conduct
2013 read with Companies (Meetings of Board
is available on the website of the Company i.e.
and its Powers) Rules, 2014, the Company can
www.unipartsgroup.com.
19
Companies (Accounts) Rules, 2015 is annexed
enter into certain related parties transactions,
as Annexure 4 to this Report.
which are not in the ordinary course of
business and / or are not arm’s length basis,
only with prior approval of the Shareholders. 17. INTERNAL FINANCIAL CONTROLS
While all related party transactions that were
The Company continuously invests in
entered into by the Company, during the
strengthening its internal control processes.
financial year 2014-15, were on an arm’s length
The Company has put in place an adequate
basis and were in the ordinary course of
system
of
internal
financial
control
business but, as a good corporate governance
commensurate with its size and nature of
practice, apart from the approval of Audit
business which helps in ensuring the orderly
Committee and Board of Directors, the
and efficient conduct of its business.
Company has also taken the shareholders’
approval for material related party transactions
These systems provide a reasonable assurance
entered into by the Company.
in respect of providing financial and
operational information, complying with
All related party transactions were approved
applicable statutes, safeguarding of assets of
by the Audit Committee as also the Board and
the Company, prevention & detection of
a statement giving details of all related party
frauds, accuracy & completeness of accounting
transactions was placed before the Audit
records and ensuring compliance with
Committee and the Board of Directors for their
corporate policies.
approval on periodical basis.
Particulars of contracts or arrangements with
related parties referred to in Section 188 (1) of
the Companies Act, 2013, in the prescribed
format AOC-2 is appended as Annexure 3 to
this Board’s report.
15. MATERIAL
COMMITMENTS
CHANGES
AND
No material changes and commitments,
affecting the financial position of the Company
have occurred after the end of the financial year
2014-15 till the date of this report.
16. CONSERVATION
OF
ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
All key legal and statutory filings are
monitored on a monthly basis for all locations
in India. Delay or deviation, if any, is seriously
taken by the management and corrective
actions are taken immediately. Financial
policies, standards and delegations of authority
have been disseminated to senior management
to
cascade
within
their
departments.
Procedures to ensure conformance with the
policies, standards and delegations of authority
have been put in place covering all activities.
The Company also has an Audit Committee
who interacts with the Statutory Auditors,
Internal Auditors and Management in dealing
with matters within its terms of reference. This
Committee mainly deals with accounting
matters, financial reporting and internal
controls.
Information on conservation of energy,
technology absorption, foreign exchange
earnings and outgo required in terms of Section 18. VIGIL MECHANISM / WHISTLE BLOWER
POLICY
134(3)(m) of the Companies Act, 2013 and
20
The Company believes in the conduct of affairs
of its constituents in a fair and transparent
manner by adhering to the highest standards of
professionalism, honesty, integrity and ethical
behavior and has put in a system where, it is
safe for all directors and employees to raise
genuine concerns or grievances about
suspected wrongful conducts or unethical
behavior, actual or suspected fraud or violation
of the company’s code of conduct or ethics
policy of the Company.
and of the profit and loss of the Company
for that period;
iii)
the directors had 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 the Company and
for preventing and detecting fraud and
other irregularities;
iv)
the directors had prepared the annual
accounts on a going concern basis; and
The Company has a Vigil Mechanism/ Whistle
Blower Policy which provides for a mechanism
v) the directors had devised proper systems to
to all directors and employees of the Company
ensure compliance with the provisions of all
to come out with their genuine concerns or
applicable laws and that such systems were
grievances on suspected wrongful conducts or
adequate and operating effectively.
unethical behavior, actual or suspected fraud or
violation of the company’s code of conduct or
ethics policy through written communication 20. AUDITORS
with relevant information, without fear of
Statutory Auditors
retaliation of any kind.
M/s S.C. Varma and Co., Chartered
Accountants (ICAI Registration No. 000533N),
The Vigil Mechanism/ Whistle Blower Policy is
were appointed as the Statutory Auditors of the
available
at
the
Company’s
website
Company to hold office from the conclusion of
www.unipartsgroup.com
20th Annual General Meeting till the conclusion
of the 23rd Annual General Meeting of the
19. DIRECTORS’
RESPONSIBILITY
Company. In terms of Section 139 of the
STATEMENT
Companies Act 2013, the appointment of
Statutory Auditors shall be placed for
Pursuant to the provisions of Section 134 of the
ratification at every Annual General Meeting
Companies Act, 2013, your Directors confirm
during their appointment term. Accordingly,
that:
the appointment of M/s S.C. Varma and Co.,
Chartered Accountants would be placed for
i) in the preparation of the annual accounts,
ratification of shareholders at the ensuing
the applicable accounting standards had
Annual General Meeting. In this regard, the
been
followed
along
with
proper
Statutory Auditors have confirmed that they
explanation relating to material departures;
are not disqualified for re-appointment as
auditors of the Company under the Companies
ii) the directors had selected such accounting
Act, 2013, the Chartered Accountants Act, 1949
policies and applied them consistently and
and the rules made thereunder.
made judgments and estimates that are
reasonable and prudent so as to give a true
There are no observations (including any
and fair view of the state of affairs of the
qualification, reservation, adverse remark or
Company at the end of the financial year
21
Address:
disclaimer) of the Auditors in their Audit
Report that may call for any explanation from
the Directors. Further, the notes to financial
statements referred to in the Auditors’ Report
are self-explanatory.
E-mail:
Secretarial Auditors
M/s Sanjay Grover and Associates, Company
Secretaries, were appointed as Secretarial
Auditors of the Company to carry out
secretarial audit of the Company in terms of
Section 204 of the Companies Act, 2013. The
Secretarial Audit Report for the financial year
31st March, 2015 is annexed herewith as
Annexure 5 to this Report.
21.
3rd Floor, 11 Hargovind
Enclave, Vikas Marg, Delhi 110092
[email protected]
The Board of Directors of the Company have
approved the remuneration of
4,00,000
(Rupees four lacs only) plus service tax (as
application and reimbursement of out of pocket
expenses, if any, to be paid to the Cost
Auditors, subject to the ratification by the
members at the ensuing Annual General
Meeting.
EXTRACT OF ANNUAL RETURN
There are no qualifications or observations or
other remarks of the Secretarial Auditors in the
Report issued by them for the financial year
2014-15 which call for any explanation from the
22.
Board of Directors.
Relevant extract of annual return for the
financial year 2014-15 under the Companies
Act, 2013 is given in Annexure 6 to this Report.
Cost Auditors
M/s. Vijender Sharma & Co., Cost
Accountants, was appointed as the Cost
Auditor for the financial year 2014-15 to
conduct the audit of the cost records of your
Company. The Cost Audit Report for the
financial year 2014-15, in respect of the
products prescribed under relevant Cost Audit
Rules, shall be filed as per the requirements of
applicable laws.
In terms of the provisions of Section 197 of the
Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, a statement showing the names and other
particulars of the employees drawing
remuneration in excess of the limits set out in
the said rules is annexed herewith as Annexure
7 to this Report.
The Board of Directors of your Company have
re-appointed M/s. Vijender Sharma & Co.,
Cost Accountants, as the Cost Auditor of your
the Company for the financial year 2014-15 on
the recommendations made by the Audit
Committee. The particulars of the Cost
Auditors are:Name of Cost
Auditor:
M/s. Vijender Sharma & Co.
22
PARTICULARS OF EMPLOYEES
23. DISCLOSURE
UNDER
SEXUAL
HARASSMENT
OF
WOMEN
AT
WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT,
2013
The Company is committed to provide a
protective environment at workplace for all its
women employees. The Company has in place
a ‘Discrimination Free Workplace and Sexual
Harassment Policy’ in line with the
requirements of The Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. There is an
Internal Complaints Committee (ICC) which is 26. ACKNOWLEDGEMENTS
responsible for redressal of complaints related
Your Directors take this opportunity to place
to
sexual
harassment.
All employees
on record their gratitude to the Bankers,
(permanent, temporary contractual, casual
Central and State Govt. Departments,
trainees/apprentices) are covered under the
Customers, Suppliers and Business Associates
extant policy.
for their guidance and support. Your Directors
also express their appreciation for the total
commitment, dedication and hard work put in
Company did not receive any complaint
by every employee of the Company.
related to sexual harassment.
The Board also takes this opportunity to
express its deep gratitude for the continued cooperation and support received from its valued
shareholders.
24. DEPOSITS
The Company has neither accepted nor
renewed any deposits during the Financial
Year 2014-15 in terms of Chapter V of the
For and on behalf of the Board of Directors
Companies Act, 2013.
25. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS
(Gurdeep Soni)
OR TRIBUNALS
Chairman and Managing Director
The Company has not received any significant DIN: 00011478
and material orders passed by any Regulators Place: New Delhi
or Court or Tribunal which shall impact the Date: 31st August, 2015
going concern status and the Company`s
operations in future.
23
ANNEXURE 1
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES
1.
A brief outline of the company’s CSR policy, including overview of projects or programs proposed
to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
The Company aims to ensure the implementation of CSR initiatives by identifying & helping underdeveloped areas with special emphasis on areas in and around factories/units of the Company. The
Company gives preference to the local area and areas around it where it operates, for spending the
amount earmarked for CSR activities.
The CSR projects or programs or activities that benefit only the employees of the Company and their
families, and contribution of any amount (directly or indirectly) to any political party, are not
considered as CSR activities under the CSR Policy of the Company. The CSR activities are mapped
with the activities as prescribed in Schedule VII to the Companies Act, 2013 as amended from time to
time.
In this regard, the Company has framed a CSR Policy in compliance with the provisions of the
Companies Act, 2013 and the same is available on the website of the Company at the following
Weblink: http://www.unipartsgroup.com/pdfs/CSR-Policy.pdf
2.
The Composition of the CSR Committee.
a. Mr. Gurdeep Soni – Chairman of the Committee
b. Mr. Paramjit Singh Soni
c. Mr. Sharat Krishan Mathur
3.
Average net profit of the company for last three financial years: Rs. 88.31 million
4.
Prescribed CSR Expenditure (two percent of the amount as in item 3 above) : Rs. 1.77 million
5.
Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year: Rs. 2.049 million
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below:
24
Sr.
No.
CSR Project
or activity
identified
Sector in
which
project or
activity is
covered
Projects or
programs
(1) Local
area or
other (2)
specify the
state and
district
where
projects or
programs
was
undertaken
Amount
outlay
(budget)
project or
program
wise
Amount
spent on the
project or
program.
Sub heads:
(1) Direct
Expenditure
on projects
or program
(2)
Overheads
Cumulative
Expenditure
up to date of
reporting
period
Amount
Spent: Direct
or through
implementin
g agency*
1
Promotion
of
Educational
activities
Literacy/
Setting up
of medical
college
Uttar
Pradesh
Rs.
20,00,000
Rs. 20,00,000
Rs. 20,00,000
Rs. 20,00,000
– Through
Implementin
g Agency*
2.
Blood
Donation
Camp
Promoting
health
care
including
preventive
health
care
Uttar
Pradesh
Rs.49,875
Rs. 49,875
Rs. 49,875
Rs. 49,875 –
Direct
*Details of implementing agency- Ideal Institute of Medical Sciences Society, Ghaziabad, Uttar Pradesh.
6.
The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in
compliance with CSR objectives and Policy of the company.
For Uniparts India Limited
(Gurdeep Soni)
DIN: 00011478
Chairman-CSR Committee
25
ANNEXURE 2
INFORMATION REGARDING THE EMPLOYEE STOCK OPTION PLAN 2007
AS AT 31ST MARCH, 2015
Particulars
Details
Options Granted
- In aggregate
- During the FY 2014-15
7,50,594 (Detail given as per Note-1)
359,739 (including 3,24,637 stock options
granted pursuant to the bonus issue
adjustment)
The Pricing Formula
Black Scholes Option Valuation Model has
been used for determining the fair value of
an option granted under ESOP Scheme.
Exercise price of options (as adjusted on allocation of
employee bonus units)
Exercise Price of the Options was Rs.
Rs.135.00 per share. Following the rights
issues in 2009, exercise price of the
Options was fixed at Rs. 105 per Equity
Share. Pursuant to the Bonus Issue on 4th
April, 2014, exercise price of the
outstanding options was fixed at Rs. 52.50
per equity share.
Total options vested
5,21,599
Options Exercised
12,000
Total number of Equity Shares arising as a result of
exercise of options
12,000
Options forfeited / lapsed / cancelled
54,218 (Note 2)
Variations in term of options
No Variations
Total No. of options in force
6,84,376
Money raised by exercise of options
Rs. 12,60,000/-
Employee wise details of options granted to
i.
Directors, Key Managerial Personnel and other
management personnel
Note 2
ii.
Any other employee who received a grant in
any one year of options amounting to 5% or
Note 3
26
more of the options granted during the year
iii.
Identified employees who are granted options,
during any one year equal to exceeding 1% of
the issued capital (excluding outstanding
warrants and conversions)
NIL
Fully Diluted Earnings Per Share pursuant to issue of
equity shares on exercise of options calculated in
accordance with Accounting Standard (AS) 20 ‘Earnings
Per Share’.
Rs. 6.35 per share (as per Consolidated
financial Statements for the year ended 31st
March, 2015)
Difference between employee compensation cost using
intrinsic value method and the employee compensation
cost that shall have been recognized if our Company
had issued fair value of options and impact of this
difference on profit and EPS of our Company.
Not Applicable since the Company has
used fair value of options for the purpose
of recognizing the employee compensation
cost.
Impact of the above on the profits and EPS of the
Company with reference to Standalone/Consolidated
financials
Not Applicable
Weighted average exercise price and weighted average
fair value of options shall be disclosed separately for
options whose exercise price either equal or exceeds or
is less than the market price of the stock.
Not Applicable since Market Price is not
available being an unlisted company.
Description of the method and significant assumptions
used during the year to estimate the fair values of
options, including weighted average information
namely, risk free interest rate, expected life, expected
volatility, expected dividends and the price of
underlying share in market at the time of grant of
options.
Note 4
Impact on the profits and on the Earnings Per Share of
the last three years in respect of options granted in the
last three years if our Company had followed the
accounting policies specified in clause 13 of the SEBI
ESOP guidelines in respect of options granted in last
three years.
Impact on profit for last three years:



Impact on EPS for last three years:



27
Fiscal 2015: Rs.19,76,114
Fiscal 2014: Rs.16,70,130/Fiscal 2013:Rs. 4,67,519/-
Fiscal 2015: Rs. 0.04 per share
Note 1: Exercise price of options (as on the date of grant of option)
Grant
F.Y. of Grant
Date of Grant
No. of Grants
Cumulative
Exercise
Price
Grant – 1
2006-07
08.02.2007
1,14,833
1,14,833
Rs. 135.00
Grant – 2
2007-08
27.03.2008
42,764
1,57,597
Rs. 135.00
Grant – 3
2008-09
27.03.2009
25,000
1,82,597
Rs. 135.00
Right Issue
2009-10
Right Issue
86,592
2,98,101
Rs. 45.00
Grant – 4
2010-11
25.03.2011
28,912
2,11,509
Rs. 105.00
Grant – 5
2011-12
03.03.2012
26,209
324,310
Rs. 105.00
Grant – 6
2012-13
12.01.2013
28,825
353,135
Rs. 105.00
Grant – 7
2013-14
25.09.2013
11,255
364,390
Rs. 105.00
Grant – 8
2013-14
23.12.2013
5,000
369,390
Rs. 105.00
Grant – 9
2013-14
15.03.2014
21,465
390,855
Rs. 105.00
Bonus Issue
2014-15
Bonus Issue
3,24,637
7,15,492
Rs. 0.00
Grant – 10
2014-15
23.08.2014
35,102
7,50,594
Rs. 52.50
Note 2: Details regarding options granted to our Directors and key managerial personnel and other
management personnel are set forth below under Uniparts Employees Stock Option Plan, 2007:
Name of Director / key
managerial personnel /
other managerial
personnel
Total no. of
Options
Granted
(including
right issue and
bonus issue)
Options
Forfeited /
Lapsed /
Surrendered
No. of
Options
Exercised
Total no. of
Options
outstanding
Mr. Herbert Coenen
4,51,336
NIL
NIL
4,51,336
Mr. Lester Lawrence
21,826
NIL
NIL
21,826
Mr. Rajiv Puri
40,388
NIL
NIL
40,388
Mr. Jaswinder Bhogal
52,948
NIL
NIL
52,948
1,17,878
NIL
NIL
1,17,878
28,024
16,024
12,000
NIL
Ms. Rini Kalra
Mr. Harpreet Singh
Khurana
28
Mr. Swaraj Singh Bhullar
5,991
5,991
NIL
NIL
Mr. Ajay Dhir
3,430
3,430
NIL
NIL
Mr. Sanjeev Bhat
10,984
10,984
NIL
NIL
Mr. Arun Shukla
8,533
8,533
NIL
NIL
Mr. Arun Choughle
9,256
9,256
NIL
NIL
7,50,594
54,218
12,000
6,84,376
Total
Note 3: Details of employees who received a grant in any one year of options amounting to 5% or more
of the options granted during the year under ESOP 2007 :
Year of
grant
2006
2007
2007
2008
2008
2009
Name of the Employee
–
–
No. of options
granted
Mr. Herbert Coenen
No. of options
exercised
No. of Equity
Shares held
84,580
Nil
Nil
Mr. Harpreet Singh Khurana
6,051
Nil
Nil
Mr. Swaraj Singh Bhullar
5,991
Nil
Nil
18,256
Nil
Nil
Mr. Rajiv Puri
4,334
Nil
Nil
8,500
Nil
Nil
Mr. Sanjeev Bhat
3,237
Nil
Nil
Mr. Arun Shukla
2,965
Nil
Nil
Mr. Arun Kumar Choughule
3,371
Nil
Nil
Mr. Herbert Coenen
–
Mr. Herbert Coenen
25,000
Nil
Nil
2009
–
2010
(Pursuant
to rights
issue)
Mr. Herbert Coenen
63,918
Nil
Nil
7,276
Nil
Nil
2010
2011
Mr. Herbert Coenen
12,449
Nil
Nil
Mr. Rajiv Puri
3,760
Nil
Nil
Mr. Jaswinder Singh Bhogal
2,367
Nil
Nil
Ms. Rini Kalra
10,336
Nil
Nil
Mr. Rajiv Puri
3,643
Nil
Nil
2011
–
–
29
Year of
grant
Name of the Employee
2012
No. of options
granted
–
Nil
Nil
11,268
Nil
Nil
6,197
Nil
Nil
Mr. Rajiv Puri
6,290
Nil
Nil
Ms. Rini Kalra
22,535
Nil
Nil
Nil
12,000
12,000
11,255
Nil
Nil
5,000
Nil
Nil
Mr. Herbert Coenen
21,465
Nil
Nil
15,502
Nil
Nil
Ms. Rini Kalra
19,600
Nil
Nil
225,668
Nil
Nil
Mr. Rajiv Puri
20,194
Nil
Nil
18,723
Nil
Nil
Ms. Rini Kalra
49,139
Nil
Nil
2013
2014
2014
2015
–
Ms. Rini Kalra
–
2014 –
2015
(Pursuant
to Bonus
Issue)
No. of Equity
Shares held
5,101
Ms. Rini Kalra
2012
2013
No. of options
exercised
Mr. Herbert Coenen
Note 4 : Description of the method and significant assumptions used during the year to estimate the
fair values of options including weighted average information namely, Risk free Interest Rate,
Expected life, Expected volatility, Expected dividends and Price of underlying share in market at the
time of grant of options.
Our Company has adopted the Black-Scholes method to estimate the fair value of option with the
following assumption.
Grant Date
Expected
volatility
Grant – 1
Expected Risk
Free Return
Expected
Life
Expected
Dividend
48.61%
7 Years
NIL
Grant – 2
54.38%
7 Years
NIL
Grant – 3
59.67%
7 Years
NIL
Grant – 4
37.92%
7 Years
NIL
Grant – 5
35.32%
7 Years
NIL
Grant – 6
31.57%
7 Years
NIL
Note 4A
30
Grant – 7
34.11%
7 Years
5%
Grant – 8
38.13%
7 Years
5%
Grant – 9
39.92%
7 Years
5%
Grant – 10
44.25%
7 Years
5%
Note: Price of underlying share in market at the time of grant of options is not applicable being an
unlisted company.
Note 4A : Expected Risk Free Return
Vesting
Percentage
Grant
1
Grant
2
Grant
3
Grant
4
Grant
5
Grant
6
Grant
7
Grant
8
Grant
9
Grant
10
33%
7.91%
7.82%
7.32%
7.95%
8.13%
7.94%
9.01%
9.01%
9.05%
8.63%
33%
7.95%
7.90%
7.46%
7.99%
8.24%
7.96%
9.09%
9.06%
9.09%
8.64%
34%
7.97%
7.98%
7.59%
8.03%
8.33%
7.97%
9.15%
9.10%
9.12%
8.66%
(Gurdeep Soni)
DIN: 00011478
31
ANNEXURE 3
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis
Name(s) of
the related
party and
nature of
relationship
Nature of
contracts/
arrangements
/transactions
Duration of
the contracts/
arrangements
/transactions
Salient terms
of the
contracts or
arrangements
or
transactions
including the
value, if any
Justification
for entering
into such
contract or
arrangements
or
transactions
Date(s)
of
approval
by the
Board
Amount
paid as
advances,
if any
NIL
NIL NIL NIL NIL NIL NIL Date on
which the
special
resolution
was
passed in
general
meeting as
required
under first
proviso to
section 188
NIL 2. Details of material contracts or arrangement or transactions at arm’s length basis**
S.No.
1.
Name(s) of
the
related party
and nature of
relationship
Name of the
Related
Parties
a. Gripwel
Fasteners
Private
Limited
b. Uniparts
USA
Limited
c. Uniparts
Nature of
contracts/
arrangements
/
transactions
Sale,
purchase,
and/or
supply of the
goods,
services,
samples
and/or tools
Duration of
the
contracts/
arrangements
/transactions
Ongoing
basis
effective
from 1st
April 2014
unless
terminated
earlier by
either party
by serving
three
months’ prior
written
notice to the
other party
32
Salient terms of the contracts or
arrangements or transactions including
the value, if any
1. The standard price list and terms for
the sale, purchase, and/or supply of
the Goods shall form part of the
Agreement and this standard price
list will be reviewed by the parties
twice in a year, unless otherwise
agreed in writing between the parties.
2. The actual purchase and supply of
Goods under this Contract shall be
carried out on the basis of written
purchase order(s) separately issued
from time to time by the buyer to the
seller.
3. The Contract shall be governed by the
Indian Laws with the Courts of Delhi
having exclusive jurisdiction. Any
Date(s) of
approval
by the
Board
10th
2014
July,
dispute, controversy or claim which
may arise out of or in connection with
the Contract and any order or the
execution, breach, termination or
invalidity thereof, shall be settled by
Indian Arbitration and Conciliation
Act, 1996.
4. Aggregate value of the annual
transaction with each subsidiary shall
not exceed Rs. 250 crores.
For further details, please refer to the
Notice of the extraordinary general
meeting held on 4th August, 2014
Olsen Inc.
d. Uniparts
Europe
B.V.
e. Uniparts
India
GmbH
Relationship:
Wholly
owned
subsidiaries
of
the
Company
2.
Gurdeep Soni
- Promoter,
Chairman
and
Managing
Director
of
the Company
Transaction Value :
Revision in
terms of
appointment
as Managing
Director of
Gripwel
Fasteners
Private
Limited, a
wholly
owned
subsidiary of
the Company
Terms of
appointment
has been
revised wef
1st April, 2014
for 2 years i.e
upto 31st
March, 2016
33
For details on the related party
transactions executed during the FY 201415, please refer to the note no. 42 to the
standalone financial statement of the
Company for the financial year 2014-15.
Particulars
Remuneration
₹ 1,475,000 per month
for the FY 2014-2015
Salary
₹ 1,650,000 per month
Perquisites
Benefits such as medical
expenses,
personal
accident insurance, club
fees,
conveyance
facilities,
communication facilities
and reimbursement of
expenses.
Bonus
Such sum as may be
decided by the Board or
a committee based on
performance of certain
parameters as laid down
by the Board or a
committee.
Notice
Period
Six
months,
unless
otherwise agreed by the
Board of our Company.
10th
2014
July,
3.
4.
Paramjit
Singh Soni,
Promoter,
Vice
Chairman
and Director
Herbert
Coenen,
Director
of
the Company
Reappointment
as President
of Uniparts
USA Limited,
a wholly
owned
subsidiary of
the company
Revision of
terms
of
appointment
as Managing
Director
of
Uniparts
India GmbH,
a
wholly
owned
subsidiary of
the Company
3 (three)
years
effective
from 1st
April, 2015.
Particulars
Remuneration
USD 53,000 per month
Salary
10th
2014
July,
Ongoing
basis.
Employment
Agreement
will remain
valid till he
reaches
retirement
age or the
contract
is
terminated
earlier as per
the terms of
the
Employment
Agreement,
34
Bonus
Such sum as may be
decided by the Board or
committee based on
achievement
of
performance
parameters, as may be
laid down by the Board
or committee.
Perquisites
Benefits such as medical
expenses,
personal
accident insurance, club
fees,
conveyance
facilities,
communication facilities
and reimbursement of
expenses.
Notice
Period
Six
months,
unless
otherwise agreed by the
Board of our Company.
Remuneration effective from 1st April,
2014:
A.
Base Pay - An annual salary of
Euro 164,906
B.
Guaranteed Bonus - Euro 28,293,
to be paid once a year on or before the
closure of the next financial year of the
Company; and
C.
Performance linked incentive Upto an amount of Euro 68,711 may be
paid once a year after closure of the
financial year of the Company.
D.
In addition to Mr. Herbert
Coenen’s remuneration, he is entitled to
fifty per cent of his annual salary and
7th January,
2014
whichever is
earlier
bonus
upon
termination
of
his
employment as non-compete fee for a
period of one year.
E.
Notice Period (termination
without cause): One year, unless
otherwise agreed by the Board.
F.
All other terms and conditions of
employment
(including
Medical
insurance, personal accident/disability
insurance and other insurance(s)) will be
as per the service rules and policies of
Uniparts India GmbH, as applicable from
time to time.
5.
Angad Soni,
General
Manager
(Business
Development
)
of
the
Company
and relative
of
Mr.
Gurdeep
Soni,
Chairman
and
Managing
Director
Revision of
terms of
appointment
in the
Company
On Ongoing
basis
effective
from 1st
April, 2014.
Notice Period
– 90 days
All other
terms and
conditions of
employment
will be as per
the Service
Rules of the
Company as
applicable
from time to
time.
35
Particulars
Basic Salary
Revised Terms of
Appointment
Rs.
112,500
per
month for the FY
2014-15
House
Rent
Allowance
Fixed Annual
Payment
Transport
Allowance
@ 40% on the basic
salary
@ 20% on the basic
salary
Rs. 800 per month
Allowances,
perquisites and
benefits
Benefits such as
medical
expenses,
LTA,
medi-claim
and
personal
accident insurance,
and other allowance
as
per
the
Company’s policy.
In addition, he is
entitled
to
Company’s
car
(whether leased or
owned
by
the
Company) together
with reimbursement
of expenses and/or
allowances for fuel,
car maintenance and
driver’s wages,
10th
2014
July,
Contribution to
provident
&
superannuatio
n funds
As per applicable
laws and policies of
the Company
Bonus
Such sum as may be
decided
by
the
Board
but
not
exceeding 25% of
the basic salary,
based
on
achievement
of
certain performance
parameters.
** For the purpose of this Annexures, Material Contracts or Arrangement or Transactions with related
parties means transactions, contracts or arrangements above the threshold limits specified in Rule 15 of
the Companies (Meetings of Board & its Powers) Rules, 2014. For details on related party transactions
entered during the FY 2014-15, please refer to the note no. 42 to the standalone financial statement.
(Gurdeep Soni)
DIN: 00011478
36
ANNEXURE 4
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies
(Accounts) Rules, 2015)
(A) CONSERVATION OF ENERGY(i)
Steps taken or impact on Conservation of Energy: The Company’s manufacturing units have
taken several measures towards conservation of energy. Some of the initiatives taken by the
Unit(s) are as follows:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
In-house energy audits/surveys are conducted periodically by certain units. Besides,
regular monitoring of the overall energy consumption is also carried out periodically
during the year, and losses, if any, are identified and suitable improvements carried out.
Zero Liquid discharge through forced evaporation system is being installed at Vizag
Unit. This would lead to better pollution control, reduce the impact on environment,
improved hygienic condition and consistency in quality and improved productivity.
Old illumination systems replaced with new efficiency system and LED to get high
lumens per watt.
Replaced Lamp indicators of machines & electrical panels with LED indicators.
Installed energy efficient motor on hammers.
Human Motion Sensors installed in washrooms.
Auto timer installed on Hydraulic press machines.
Replacement of high HP of Hobbing machines with low HP machine.
Diesel consumption reduction in CF & Finish shop by introducing new advanced
technology burners.
Auto stop provision has been provided for the machineries to avoid unnecessary running
of auxiliaries like Machines, Air conditioners, Hydraulic motors & coolant motors etc.
Replacement of Energy Efficient Motors on Blowers.
Replaced AC welding Machine with DC welding Machine.
Systematic maintenance including Air Filter cleaning of D.G sets.
Automatic Power Factor Controller Relay to improve Power Factor
Carried in-house programs for awareness of the employees regarding the wastages of
power, fuel & water.
(ii) Steps taken by the Company for utilizing alternate sources of energy: The Company has taken
following steps for utilization of alternate sources of energy:
1.
2.
Solar fencing system and solar lightening installed at certain locations in the plant.
D.G. Sets have been installed to run the equipment during power failures
(iii) Capital investment on energy conservation equipment: The Company has invested Rs.4.21
million approx on energy conservation equipment.
37
(B) TECHNOLOGY ABSORPTION(i)
Efforts made towards technology absorption: The Company has been developing in-house
modification/improvements in Process Technology in its various manufacturing sectionswhich, when found suitable, are integrated into the regular manufacturing operation.
(ii) Benefits derived like product improvement, cost reduction, product development or import
substitution: The measures and the initiatives taken by the Company would result in cost
reduction, quality improvement and environment protection.
(iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)(a)
Details of technology imported: - Nil
(b)
Year of import: - N.A.
(c)
Whether the technology been fully absorbed: - N.A.
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A. and
(e)
the expenditure incurred on Research and Development: - Nil
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows is as follows:
Particulars
(Amount in Rs.)
Foreign Exchange Earnings
235,60,98,122
Foreign Exchange Outgo:
(a) CIF Value of Imports
1518,90,054
6062,841
(b) Others
Remittance in Foreign Currency on account of Dividend
(Gurdeep Soni)
DIN: 00011478
38
50,40,971
ANNEXURE 5
39
40
41
ANNEXURE 6
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2015
(Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014)
I.
REGISTRATION AND OTHER DETAILS
i)
ii)
iii)
iv)
CIN
Registration Date
Name of the Company
Category / Sub-Category of the Company
v)
Address of the Registered office and contact
details
U74899DL1994PLC061753
26th September, 1994
Category: Public Company limited by Shares
Sub-Category: Indian Non-Government
Company
Gripwel House, Block 5, Sector C 6 & 7,
Vasant Kunj, New Delhi-110 070
Tel: +91 11 2613 7979
Fax: + 91 11 2613 3195
No
Link Intime India Private Limited
C 13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West)
Mumbai 400 078
Maharashtra, India
Tel
: +91 22 2596 7878
Fax
: +91 22 2596 0329
vi)
vii)
Whether listed company Yes / No
Name, Address and Contact details
Registrar and Transfer Agent, if any
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 %
stated:Sl.
Name and Description of main
No.
products / services
1
Linkage parts andcomponents foroffhighway vehicles
* As per NIC 2008
III.
Sl.
No.
of
or more of the total turnover of the Company shall be
NIC Code of the Product/
Service*
Division 28- Manufacture of
machinery and equipment n.e.c
% to total turnover
of the Company
98.48%
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Name and address of the
Company
1. Gripwel Fasteners Private
Limited
CIN/GLN
U29214DL2005PTC132107
42
Holding/
Subsidiary/
Associate
Subsidiary
% of
shares
held
100
Applicable
Section
2 (87)
2.
3.
4.
5.
IV.
Gripwel
House,
Block
5,Sector C 6 & 7, Vasant
Kunj, New Delhi – 110 070
Uniparts USA Limited
2711, Centerville Road,
Suite
400,
City
of
Wilmington, County of
New
Castle,
Delaware
19808, USA
Uniparts Europe B.V.
Luna
Arena,
Herikerbergweg 238, 1101
CM, Amsterdam Zuidoost,
The Netherlands.
Uniparts India GmbH
Reutherstrasse, 3, D –
53773, Hennef, Germany
Uniparts Olsen Inc.
Corp Trust Centre, 1209,
Orange Street, Wilmington,
County of New Castle,
Delaware 19801, USA
N.A.
Subsidiary
100
2 (87)
N.A.
Subsidiary
100
2 (87)
N.A.
Subsidiary
100
2 (87)
N.A.
Step down
subsidiary
of Uniparts
USA
LImited
100
2 (87)
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i)
Category-wise Share Holding
Category of
No. of Shares held at the beginning of the
Shareholders
year
Demat
Physic
Total
% of
al
total
shares
A. Promoter*
(1) Indian
a) Individual/
HUF
b) Central
Government
c) State
Government
d) Bodies
Corporate
e) Banks/FI
f) Any other
Sub-Total (A) (1)
(2) Foreign
a) NRIsIndividuals
b) OtherIndividuals
c) Bodies
Corporate
No. of Shares held at the end of the year
Demat
Physic
al
Total
% of
total
share
s
%
Change
during
the year
8497545
0
8497545
37.65
16995090
0
16995090
37.65
0.00
0
0
0
0
0
0
0
0
0.00
0
0
0
0
0
0
0
0
0.00
0
0
0
0
0
0
0
0
0.00
0
0
8497545
0
0
0
0
0
8497545
0
0
37.65
0
0
16995090
0
0
0
0
0
16995090
0
0
37.65
0.00
0.00
0.00
8497545
0
8497545
37.65
16995090
0
16995090
37.65
0.00
0
0
0
0
0
0
0
0
0.00
0
0
0
0
0
0
0
0
0.00
43
d) Banks/FI
0
e) Any other
0
Sub-Total (A) (2)
8497545
Total
16995090
shareholding of
Promoter
(A)=
(A) (1)+(A) (2)
B. Public Shareholding
1. Institutions
a) Mutual Fund
0
b) Banks/FI
0
c) Central
0
Government
d) State
0
Government
e) Venture
0
Capitals
Funds
f) Insurance
0
Companies
g) FIIs
0
h) Foreign
4667417
Venture
Capital
Funds
i) Other
0
(specify)
Sub-total (B) (1)
4667417
2. Non Institutions
a) Bodies Corporate
i) Indian
0
ii) Overseas
0
b) Individuals
i) Individual
0
shareholde
rs holding
nominal
share
capital
uptoRs. 1
Lakh
ii) Individual
0
shareholde
rs holding
nominal
share
capital in
excess Rs.
1 Lakh
c) Other (specify)
Uniparts
ESOP
0
Trust
Sub-total (B) (2)
0
Total
Public
4667417
Shareholding
(B)= (B) (1) + (B)
0
0
0
0
0
0
8497545
16995090
0
0
37.65
75.31
0
0
16995090
33990180
0
0
0
0
0
0
16995090
33990180
0
0
37.65
75.31
0.00
0.00
0.00
0.00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0
0
0
0
0
0
0
0.00
0
0
0
0
0
0
0
0.00
0
0
0
0
0
0
0
0.00
0
0
0
4667417
0
20.68
0
9334834
0
0
0
9334834
0
20.68
0.00
0.00
0
0
0
0
0
0
0
0.00
0
4667417
20.68
9334834
0
9334834
20.68
0.00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0.00
0.00
29564
29564
0.13
0
21886
21886
0.05
(0.08)
1.55
24000
735658
759658
349208
349208
1.68
0.13
525600
525600
2.33
1027200
0
1027200
2.28
(0.05)
904372
904372
904372
5571789
4.01
24.70
1051200
10386034
757544
757544
1808744
11143578
4.01
24.70
0.00
0.00
44
(2)
C. Shares held by
Custodian
for
GDRs & ADRs
Grand
Total
(A+B+C)
0
21662507
0
904372
0
0
0
0
0
0
0.00
22566879
100
44376214
757544
45133758
100
0.00
* Shareholding details of Promoters include the shareholding of their relatives.
ii)
Shareholding of Promoters
Shareholder’s
Shareholding at the beginning of
Name
the year
No. of
% of
%of
shares
total
Shares
Shares
Pledged
of the
/
compan encumbe
y
red to
total
shares
Promoters
1.
Mr. Gurdeep Soni
7477785
33.14
2.
Mr. Paramjit Singh
3297545
14.61
Soni
Relatives of Promoters (Promoter Group)
3.
Angad Soni
25000
0.11
4.
Arjun Soni
5000
0.02
5.
Pamela Soni
989760
4.39
6.
Meher Soni
2600000
11.52
7.
Karan Soni
2600000
11.52
Total
16995090
75.31
Sl.
No
.
1
2.
%
change
in
share
holdin
g
during
the
year
14955570
6595090
33.14
14.61
-
-
50,000 10,000 1979520 5200000 5200000 0.11
0.02
4.39
11.52
11.52
33990180
75.31
-
-
Change in Promoters’ Shareholding** (please specify, if there is no change)
Shareholding at the beginning of the Cumulative Shareholding during
year
the year
No. of shares
% of total
No. of shares
% of total
shares of the
shares of the
company
company
At the beginning
75.31
16995090
75.31
16995090
of the year
iii)
Sl.
No.
Shareholding at the end of the
year
%of
No. of
% of
Shares
Shares
total
Pledged
Shares
/
of the
comp encumbe
red to
any
total
shares
Date
wise
Increase
/
Decrease
in
Promoters
Shareholding
during the year
specifying
the
reasons
for
increase
/
decrease
(e.g.
45
allotment
/
transfer / bonus/
sweat equity etc.):
a.
Bonus Issue-April
16995090
75.31
33990180
75.31
4, 2014
3.
At the End of the
75.31
33990180
75.31
33990180
year
Note: During the FY 2014-15, the Company has allotted Bonus shares in the ratio of 1:1 (i.e one equity
share for every one existing equity share held) to all existing shareholders of the Company and thus
does not have any effect on the proportion of % of shareholding in the Company.
** Shareholding details of Promoters include the shareholding of their relatives.
Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs):
For Each of the Shareholding at the beginning of Cumulative Shareholding during
the year
Top
10 the year
Shareholders
No. of shares
% of total shares No. of shares
% of total shares
of the company
of the company
At the beginning of the year
3,590,321
Ashoka
15.91
3,590,321
15.91
Investment
Holdings Limited
Uniparts
ESOP
525,600
2.33
525,600
2.33
Trust
1,077,096
Ambadevi
4.77
1,077,096
4.77
Mauritius
Holding Limited
Andrew Warren
88,689
0.39
88,689
0.39
Code
James
Norman
88,689
0.39
88,689
0.39
Hallene
Kevin John Code
88,689
0.39
88,689
0.39
Dennis
Francis
28,710
0.13
28,710
0.13
DeDecker
Melvin
Keith
20865.00
0.09
20865.00
0.09
Gibbs
Walter
James
12353.00
0.05
12353.00
0.05
Gruber
Wendy Reichard
10778.00
0.05
10778.00
0.05
Hammen
iv)
Sl.
No.
1.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
2.
(i)
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for
increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
3590321
Ashoka
15.91
7180642
15.91
Investment
Holdings Limited
Bonus Issue-April
46
(ii)
4, 2014
Uniparts
ESOP
Trust
(i) Bonus IssueApril 4, 2014
(ii)
Shares
transferred to Mr.
Harpreet
Singh
Khurana pursuant
to
exercise
of
ESOPs and Bonus
entitlement,
on
st
21 July, 2014
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
3.
(i)
525,600
2.33
1051200
2.33
24000
(0.05)
1027200
2.28
1077096
Ambadevi
4.77
2154192
Mauritius
Holding Limited
Bonus Issue-April
4, 2014
88689
Andrew Warren
0.39
177378 Code
Bonus Issue-April
4, 2014
88689
James
Norman
0.39
177378 Hallene
Bonus Issue-April
4, 2014
88689
Kevin John Code
0.39
177378 Bonus Issue-April
4, 2014
28710
Dennis
Francis
0.13
57420
DeDecker
Bonus Issue-April
4, 2014
Melvin
Keith
20865
0.09
41730
Gibbs
Bonus Issue-April
4, 2014
Walter
James
12353
0.05
24706
Gruber
Bonus Issue-April
4, 2014
Wendy Reichard
10778
0.05
21556
Hammen
Bonus Issue-April
4, 2014
At the end of the year (or on the date of separation, if separated during the year)
7180642
Ashoka
15.91
7180642
Investment
Holdings Limited
47
4.77
0.39
0.39
0.39
0.13
0.09
0.05
0.05
15.91
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
Sl.
No.
1.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Uniparts
ESOP
Trust
Ambadevi
Mauritius
Holding Limited
Andrew Warren
Code
James
Norman
Hallene
Kevin John Code
Dennis
Francis
DeDecker
Melvin
Keith
Gibbs
Walter
James
Gruber
Harpreet
Singh
Khurana
Wendy Reichard
Hammen
1027200
2.28
1027200
2.28
2154192
4.77
2154192
4.77
177378 0.39
177378 0.39
177378 0.39
177378 0.39
177378 177378 57420
0.39
0.13
57420
0.39
0.13
41730
0.09
41730
0.09
24706
0.05
24706
0.05
24000
0.05
24000 0.05
21556
0.05
21556
0.05
v)
Shareholding of Directors and Key Managerial Personnel:
Shareholding at the beginning of the Cumulative Shareholding during
For Each of the
year
the year
Directors and
KMP
No. of shares
% of total shares
No. of shares % of total shares
of the company
of the company
At the beginning of the year
7477785
Mr. Gurdeep Soni,
33.14
7477785
33.14
Chairman
and
Managing
Director
3297545
Mr.
Paramjit
14.61
3297545
14.61
Singh Soni, Vice
Chairman
and
Director
Mr. Alok Nagory,
NA
NA
NA
NA
Independent
Director
(Appointed
as
Director on 23rd
August, 2014)
Nil
Mr. Ashish Kumar
Nil
Nil
Nil
Agarwal,
Nominee Director
Mr.
Herbert
Nil
Nil
Nil
Nil
Coenen, Director
Nil
Mr. M R Umarji,
Nil
Nil
Nil
Independent
Director
48
(vii)
(viii)
(ix)
(x)
2.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
Nil
Mr.
Sharat
Nil
Nil
Nil
Krishan Mathur,
Independent
Director
Ms. Shradha Suri,
NA
NA
NA
NA
Independent
Director
(Appointed
as
Director on 23rd
August, 2014)
Nil
Mr.
Sanjiv
Nil
Nil
Nil
Kashyap,
Chief
Financial Officer
Nil
Mr. Lalit Khanna,
Nil
Nil
Nil
Company
Secretary
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for
increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
7477785
Mr. Gurdeep Soni,
33.14
14955570
33.14
Chairman
and
Managing
Director
Bonus Issue-April
4, 2014
3297545
Mr.
Paramjit
14.61
6595090
14.61
Singh Soni, Vice
Chairman
and
Director
Bonus Issue-April
4, 2014
Nil
Mr. Alok Nagory,
Nil
Nil
Nil
Independent
Director
Nil
Mr. Ashish Kumar
Nil
Nil
Nil
Agarwal,
Nominee Director
Mr.
Herbert
Nil
Nil
Nil
Nil
Coenen, Director
Nil
Mr. M R Umarji,
Nil
Nil
Nil
Independent
Director
Nil
Mr.
Sharat
Nil
Nil
Nil
Krishan Mathur,
Independent
Director
Nil
Ms. Shradha Suri,
Nil
Nil
Nil
Independent
Director
Nil
Mr.
Sanjiv
Nil
Nil
Nil
Kashyap,
Chief
Financial Officer
49
(x)
3.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
V.
Nil
Mr. Lalit Khanna,
Nil
Nil
Company
Secretary
At the end of the year (or on the date of separation, if separated during the year)
14955570
Mr. Gurdeep Soni,
33.14
14955570
Chairman
and
Managing
Director
6595090
Mr.
Paramjit
14.61
6595090
Singh Soni, Vice
Chairman
and
Director
Nil
Mr. Alok Nagory,
Nil
Nil
Independent
Director
Nil
Mr. Ashish Kumar
Nil
Nil
Agarwal,
Nominee Director
Mr.
Herbert
Nil
Nil
Nil
Coenen, Director
Nil
Mr. M R Umarji,
Nil
Nil
Independent
Director
Nil
Mr.
Sharat
Nil
Nil
Krishan Mathur,
Independent
Director
Nil
Ms. Shradha Suri,
Nil
Nil
Independent
Director
Nil
Mr.
Sanjiv
Nil
Nil
Kashyap,
Chief
Financial Officer
Nil
Mr. Lalit Khanna,
Nil
Nil
Company
Secretary
INDEBTEDNESS
Nil
33.14
14.61
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(Amount in )
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Total
Secured Loans Unsecured Deposits
excluding deposits
Loans
Indebtedness
Indebtedness at the beginning of the
financial year
1,233,267,152
i)
Principal Amount
1,139,156,041
94,111,111
ii)
iii)
Interest due but not paid
Interest accrued but not due
-
-
50
-
-
Total (i+ii+iii)
1,139,156,041
94,111,111
-
1,233,267,152
192,586,697
-
-
192,586,697
-
69,021,980
-
69,021,980
Indebtedness at the end of the
financial year
i)
Principal Amount
1,331,742,738
25,089,131
-
1,356,831,869
ii)
Interest due but not paid
iii)
Interest accrued but not due
Total (i+ii+iii)
1,331,742,738
25,089,131
-
1,356,831,869
Change in Indebtedness during the
financial year
Addition
Reduction
VI.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl.
No.
Particulars of Remuneration
Name of MD/WTD/Manager
(Amount in )
Total
Amount
Mr. Gurdeep Soni, Chairman and Managing
Director
1.
Gross salary
(a) Salary as per provisions
contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary
under section 17(3) Incometax Act, 1961
2.
Stock Option
3.
Sweat Equity
4.
Commission
‐ As % of profit
‐ Others, specify
5.
Others, please specify
Total (A)
Overall ceiling as per the Act
4,290,000
4,290,000
7,200
7,200
-
-
-
-
4,297,200
4,297,200
Rs. 2,40,00,000
(As per Schedule V of the Companies Act, 2013)
B. Remuneration to other directors:
(Amount in
51
)
Sl.
No.
Particulars of Remuneration-
Name of Directors
1.
Independent Directors
Mr. Alok
Nagory
Mr. M R
Umarji
1,50,000
2.
Fee for attending board /
committee meetings
Commission
Total (1)
Other Non-Executive Directors
1,50,000
Mr.
Ashish
Kumar
Agarwal
-
Fee for attending board /
committee meetings
Commission
Total (2)
Total (B)=(1)+(2)
Total Managerial Remuneration (A+B)
Overall ceiling as per the Act
Ms.
Shradha
Suri
3,10,000
Mr.
Sharat
Krishan
Mathur
4,10,000
2,50,000
11,20,000
3,10,000
-
4,10,000
-
2,50,000
-
11,20,000
-
-
-
Total
Amount
-
-
-
3,10,000
1,50,000
4,10,000
2,50,000
11,20,000
54,17,200
For Sitting Fees paid to Independent Directors – Rs. 1,00,000
per Board and Committee Meeting, and Rs. 2,40,00,000 for
Remuneration to Managing Director, Whole-time Directors
and/or Manager as per Schedule V of the Companies Act,
2013.
C. Remuneration to Key Managerial Personnel other than MD/Manager/ WTD
Sl.
No.
1.
2.
3.
4.
Particulars of Remuneration
Gross salary
(a) Salary as per provisions
contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) Income-tax Act,
1961
Stock Option
Sweat Equity
Commission
‐ As % of profit
‐ Others, specify
Key Managerial Personnel
Mr.
Sanjiv Mr. Lalit Khanna,
Kashyap,
Chief Company Secretary
Financial Officer
(Amount in
Total
)
93,97,855
39,29,629
13,327,484
39,600
-
39,600
-
-
-
-
-
-
52
5.
Total
VII.
Type
94,37,455
39,29,629
13,367,084
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Section of
the Companies
Act
Brief
Description
Details of
Penalty /
Punishment/
Compounding
fees imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
NONE
NONE
NONE
(Gurdeep Soni)
DIN: 00011478
53
Authority
[RD / NCLT
/ COURT]
Appeal
made,
if any
(give
Details)
ANNEXURE 7
STATEMENT OF PARTICULARS OF EMPLOYEES
FOR THE YEAR ENDED 31ST MARCH, 2015
(Pursuant to the provisions of section 197 (12) of the Companies Act, 2013 read with rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
Name of
the
Employee
Mr. Sanjiv
Kashyap
Designation of
the Employee
Remunerati
on received
(in Rs.)
9,437,455
Chief Financial
Officer
Mr. Sanjay
Verma
Group Chief
People Officer
8,914,949
Mr.
Gurdeep
Soni*@
Chairman and
Managing
Director
4,297,200
Mr. Ashesh
Jamaiyer*
Chief Operating
Officer (India)
6,651,132
Qualification
Associate
Member of
Institute of
Chartered
Accountants of
India and
Institute of
Company
Secretaries of
India
Bachelor’s
degree in law
from
Bhagalpur
University and
post-graduate
programme in
personnel
management
and industrial
relations from
Xavier Institute
of Social
Services,
Ranchi
Master of
Management
Studies from
BITS, Pilani
Bachelor’s
degree in
Engineering
from BITS,
Pilani and post
graduate
diploma in
business
management
from IMT,
Ghaziabad
54
Age
(year
s)
50
Total
Experien
ce (years)
25
Date of
Joining
52
28
01.09.
2012
Varroc
Engineeri
ng Private
Limited
60
36
26.09.
1994
N.A
56
33
14.04.
2014
TML
Drivelines
Limited
01.06.
2012
Last
Employm
ent held
Lemnis
Lighting
India
Limited
Notes:
1. Remuneration shown above includes salary, allowances, performance linked incentive paid, leave
encashment paid, LTA, perquisites (as per Income Tax Act, 1961). In addition, employees are entitled
to Gratuity, Provident Fund and Medical Insurance & Group Personal Accident Insurance Policy, as
per the Company’s policies.
2. None of the above mentioned employee/ director is related to any director of the Company except Mr.
Gurdeep Soni. Mr. Gurdeep Soni is a brother of Mr. Paramjit Singh Soni, Vice- Chairman and Director
of the Company.
3. The nature of employment is contractual in all above cases.
4. Except Mr. Gurdeep Soni, Chairman and Managing Director, none of the employees holds 2% or more
of the paid up equity share capital of the Company.
*
Employed for part of the year and were in receipt of remuneration at the rate of not less Rs. 5,00,000/- per month.
@ Pursuant to the shareholders’ approval in the extra-ordinary general meeting held on 4th August, 2014, Mr.
Gurdeep Soni was re-appointed as Managing Director of the Company for a period of 3 years effective from 1st
April, 2015, at no remuneration. Further, the terms of remuneration of Mr. Gurdeep Soni, Managing Director of
Gripwel Fasteners Private Limited, wholly owned subsidiary of the Company, was revised. It was decided that
the remuneration to Mr. Gurdeep Soni will be paid by Gripwel Fasteners Private Ltd. effective from 1st July, 2014,
as approved by the shareholders of the Company. Accordingly, Mr. Gurdeep Soni, Chairman and Managing
Director of the Company, has conveyed to the Board that he will not take any remuneration from the Company
effective from 1st July, 2014. Accordingly his remuneration details has been shown above as an employee who is
in in receipt of remuneration for any part of financial year, at a rate which, in the aggregate, was not less than Rs.
5,00,000 per month.
(Gurdeep Soni)
DIN: 00011478
55
FINANCIAL STATEMENTS
___________________________________________________________________________
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
STATEMENT CONTAINING SALIENT FEATURES OF THE
FINANCIAL STATEMENT OF SUBSIDIARY COMPANIES
Form AOC-I
(Pursuant to first proviso to sub section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing the salient features of the financial statement of the Company’s subsidiaries
Part “A”: Subsidiaries
(Amount in Rs.)
S.No.
1
2
3
4
5
Nameofthe
Subsidiary
Reporti
ng
Curren
cy
Exchange
Rateason
31stMarch,
2015
Share Capital
Uniparts
USA Ltd.
USD
62.29
499,565,800
Uniparts
Olsen Inc.
USD
Uniparts
Europe B.V.
Euro
Gripwel
Fasteners
Pvt. Ltd
Uniparts
India
GmbH
INR
Reserves&
Surplus
23,632,203
TotalAssets
Total
Liabilities
Investment
Turnover
Profitbefore
taxation
485,284,011.09
483,307,861
521,221,853
781,173,782
Provision
for
taxation
Profitafter
taxation
7,997,725
36,691,488
76,261,709
688,540,018
1,710,363,367
3,653,317,470
945,561,639
-
66.85
73,535,000
(30,735,758)
43,100,067
1
57,598,420
175,584,661
609,814,258
66.85
6,685,000
(1,452,089)
191,155,864
(298,218)
100%
NIL
112,332,577
25,162,23
7
29,482,400
777,643
185,922,953
87,170,340
100%
NIL
28,704,758
-
124
100%
NIL
-
1,237,052,171
376,631,177
100%
96,323,574
(298,218)
Euro
1,225,182
97,548,756
-
300,825
494,055,886
%of
Share
holdi
ng
NIL
44,689,213
62.29
Prop
osed
Divi
den
d
100%
NIL
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associates and
Joint Ventures
During the period under review, Company does not have any Associates of Joint Ventures.
Gurdeep Soni
[Chairman & Managing Director]
[DIN: 00011478]
Sanjiv Kashyap
[Chief Financial Officer]
[ACA: 089203]
Paramjit Singh Soni
[Vice Chairman & Director]
[DIN: 00011616]
Lalit Khanna
Company Secretary]
[ACS: 14759]
125
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
UNIPARTS INDIA LIMITED
CIN- U74899DL1994PLC061753
Registered Office: Gripwel House, Block-5, Sector C 6 & 7, Vasant Kunj, New Delhi – 110 070;
Tel No: +91 11 2613 7979; Fax No: +91 11 2613 3195
Corporate Office: Ground Floor, SB Tower, Plot No. 1A/1, Sector 16A, Noida, Uttar Pradesh- 201 301;
Tel: +91 120 458 1400; Fax: +91 120 458 1499
E-mail: [email protected] ; Website: www.unipartsgroup.com
Annual General Meeting- Wednesday, 30th September, 2015
Name of the member(s)
Registered Address
E-mail ID:
Folio No./Client ID:
DP ID:
I/ We, being the member(s) of ……………………………………………. shares of the above named company, hereby
appoint
Name:
……………………………………………………
Address :
…………………………………………………
Email id:
………………………………………………
Signature: ………………………………………………………
.
or failing him/her
Email id: ………………………………………………………
Name:
……………………………………………………
Address:
…………………………………………………… Signature: ……………………………………………………
or failing him/her
126
Name:
…………………………………………………
Address:
…………………………………………………
Email id: ……………………………………………………
Signature: ……………………………………………………
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of
the Company, to be held on the Wednesday, 30th September, 2015 at 10.30 p.m. at Gripwel House, Block-5, Sector C 6
& 7, Vasant Kunj, New Delhi – 110 070, India and at any adjournment thereof in respect of such resolutions as are
indicated below:
Item No.
1.
2.
3.
4.
5.
Resolutions
To receive, consider and adopt:
a.
the audited financial statements of the Company for the financial year ended 31st March, 2015
together with the reports of the Board of Directors and the Auditors thereon; and
b.
the audited consolidated financial statements of the Company for the financial year ended 31st
March, 2015 and the report of Auditors thereon..
To confirm the payment of Interim Dividend on Equity Shares
To appoint a Director in place of Mr. Gurdeep Soni (DIN 00011478), who retires by rotation at this
Annual General Meeting and, being eligible, has offered himself for re-appointment.
To ratify the appointment of M/s S.C. Varma and Co., Chartered Accountants, as Statutory Auditors of
the Company and to fix their remuneration.
To ratify the remuneration of the Cost Auditors for the financial year ending March, 31 2016.
Signed this…… day of……… 2015
Affix
Revenue
Stamp
……………………………………..
Signature of shareholder
…………………………………………...
Signature of proxy holder(s)
Note:
I.
In case the Member appointing proxy is a body corporate, the proxy form should be signed under its seal or
be signed by an officer or an attorney duly authorized by it and an authenticated copy of such authorization
should be attached to the proxy form.
II.
This duly filled, stamped and signed form of proxy in order to be effective should be duly completed and
deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the
Meeting.
127
ATTENDANCE SLIP
UNIPARTS INDIA LIMITED
CIN- U74899DL1994PLC061753
Registered Office: Gripwel House, Block-5, Sector C 6 & 7, Vasant Kunj, New Delhi – 110 070;
Tel No: +91 11 2613 7979; Fax No: +91 11 2613 3195
Corporate Office: Ground Floor, SB Tower, Plot No. 1A/1, Sector 16A, Noida, Uttar Pradesh- 201 301;
Tel: +91 120 458 1400; Fax: +91 120 458 1499
E-mail: [email protected] ; Website: www.unipartsgroup.com
Annual General Meeting- Wednesday, 30th September, 2015
Registered Folio No./ DP ID No./ Client ID No.
Number of Shares held
I certify that I am member/proxy for the member of the Company.
I hereby record my presence at the 21st Annual General Meeting of the Company held on Wednesday, 30th September,
2015 at 10.30 PM at the registered office of the Company at Gripwel House, Block-5, Sector C 6 & 7, Vasant Kunj, New
Delhi – 110070.
………………………………………………………………
Name of the member/proxy
(in Block letters)
………………………………………………..
Signature of the member/proxy
Note: Please fill up the attendance slip and hand it over at the entrance of the meeting hall. Members are requested to
bring their copies of the Notice of the AGM
128
ROUTE MAP – VENUE OF 21ST AGM
Address of Venue:
Gripwel House, Block-5,
Sector C - 6 and 7, Vasant Kunj,
New Delhi 110070.
Delhi Public School, Vasant Kunj
21ST AGM VENUE Landmark:
129

Uniparts India Limited

Transcription

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