Uniparts India Limited

An n ual R e p or t 20 2 1 - 2 2
 CORPORATE INFORMATION

Board of Directors Auditors’

1. Mr. Gurdeep Soni Statutory Auditors

Chairman & Managing Director M/s. Rakesh Banwari and Co.,
Chartered Accountants
2. Mr. Paramjit Singh Soni
Executive Director & Internal Auditors
Vice Chairman I. Grant Thornton India LLP
Chartered Accountants

3. Mr. Harjit Singh Bhatia

II. S. Bhalla & Co.
Nominee Director Chartered Accountants

4. Mr. Herbert Coenen Secretarial Auditors

Non- Executive Director M/s. Sanjay Grover & Associates
Company Secretaries
5. Mr. Alok Nagory
Independent Director Cost Auditors
M/s. Vijender Sharma & Co.,
6. Mr. Sharat Krishan Mathur
Cost Accountants,
Independent Director

Registrars and Share Transfer Agents

7. Ms. Shradha Suri
Link Intime India Private Limited
Independent Director
C 101, 247 Park, L.B.S. Marg, Vikhroli (West),
Mumbai – 400083, Maharashtra, India
8. Mr. Sanjeev Kumar Chanana Contact No.: 1800 1020 878
Independent Director
Registered Office
Key Managerial Personnel (KMPs’) Gripwel House, Block 5, Sector C 6 & 7,
Vasant Kunj, New Delhi-110070, India
1. Group Chief Operating Officer Tel: +91 11 2613 7979
Mr. Sudhakar Kolli Fax: +91 11 2613 3195

2. Group Chief Financial Officer Corporate Office

Mr. Munish Sapra First Floor, Plot No. B 208, A1 and
A2, Phase- 2, Noida,
3. Company Secretary Uttar Pradesh- 201 305, India
Mr. Jatin Mahajan Tel: +91 120 458 1400
Fax: +91 120 458 1499

Corporate Identity Number:

U74899DL1994PLC061753
Email: compliance.officer@unipartsgroup.com
Website: www.unipartsgroup.com
NOTICE OF THE 28TH ANNUAL
GENERAL MEETING

3. To appoint M/s. S. C. Varma & Co., Chartered

Notice is hereby given that the 28th Annual General Accountants as statutory auditors of the Company
Meeting (“AGM”) of the members of Uniparts India and to fix their remuneration.
Limited (“the Company”) will be held on Thursday, the
28th day of July, 2022 at 11:30 a.m. through Video To consider and if thought fit, to pass the following
Conferencing (“VC”) or Other Audio-Visual Means resolution, with or without modification(s), as an
(“OAVM”), to transact the following business: Ordinary Resolution:
“RESOLVED THAT pursuant to Section 139, 142 and
Ordinary Business: all other applicable provisions, if any, of the Companies
Act, 2013 read with the Companies (Audit and Auditors)
1. To receive, consider and adopt: Rules, 2014, (including any statutory modification(s) or
a. the audited financial statements of the Company for re-enactment thereof) and pursuant to the
the financial year ended 31st March 2022 together recommendations of the Audit Committee and the Board
with the reports of the Board of Directors and the of Directors of the Company, M/s. S. C. Varma & Co.,
Auditors thereon; and Chartered Accountants, having registration No.
000533N be and are hereby appointed as the Statutory
b. the audited consolidated financial statements of the Auditors of the Company for a term of five consecutive
Company for the financial year ended 31st March years and they shall hold office from the conclusion of
2022 and the report of Auditors thereon this 28th Annual General Meeting till the conclusion of
and in this regard, to consider and if thought fit, to the 33rd Annual General Meeting of the Company on
pass, with or without modification(s), the following such remuneration as may be decided by the Board of
resolutions as Ordinary Resolutions: Directors in consultation with the Statutory Auditors of
the Company.”
a) “RESOLVED THAT the audited financial
statement of the Company for the financial year
ended March 31, 2022 and the reports of the Board Special Business:
of Directors and Auditors thereon, as circulated to
the Members, be and are hereby considered and 4. To ratify the Cost Auditors’ remuneration for the
adopted.” Financial Year 2022-23 and for the purpose, to
consider and if thought fit, to pass, with or without
b) “RESOLVED THAT the audited consolidated
modification(s), the following resolution as an
financial statement of the Company for the financial
Ordinary Resolution:
year ended March 31, 2022 and the report of
Auditors thereon, as circulated to the Members, be “RESOLVED THAT pursuant to the provisions of
and are hereby considered and adopted.” Section 148 and other applicable provisions of the
Companies Act, 2013 and the rules framed thereunder
(including any statutory modifications or re-
2. To appoint a Director in place of Mr. Herbert Coenen enactment(s) thereof, for the time being in force), the
(DIN - 00916001), who retires by rotation at this members hereby ratify the remuneration of 4,00,000/-
Annual General Meeting for compliance with the (Rupees Four Lakhs Only) plus applicable tax and
requirements of Section 152 of the Companies Act, reimbursement of out of pocket expenses at actuals, for
2013 and, being eligible, has offered himself for re- the financial year ended 2022-23 to M/s. Vijender
appointment. Sharma & Co., Cost Accountants (Firm Registration No.
00180).
In this regard, to consider and if thought fit, to pass, with
or without modification(s), the following resolution as an RESOLVED FURTHER THAT the Board of
Ordinary Resolution: Directors of the Company be and are hereby authorized
to settle any question, difficulty or doubt, that may arise
“RESOLVED THAT in accordance with the provisions
in giving effect to this resolution and to do all such acts,
of Section 152 and other applicable provisions of the
deeds, matters and things, including delegate such
Companies Act, 2013, Mr. Herbert Coenen (DIN -
authority, as may be considered necessary, proper or
00916001), who retires by rotation at this meeting, be
expedient in order to give effect to the above resolution.”
and is hereby appointed as a Director of the Company.
 By order of the Board of Directors and participate thereat and cast their votes through e-
For UNIPARTS INDIA LIMITED voting.

Sd/- 3. Corporate Members intending to send their authorized

(Jatin Mahajan) representative(s) to attend the AGM is requested to send
Company Secretary to the Company a certified copy of Board Resolution
F 6887 authorizing such representative(s) to attend and vote on
Place: Noida its behalf at the AGM of the Company by e-mail at
Date: June 22, 2022 compliance.officer@unipartsgroup.com.

Registered Office:
4. In compliance with the MCA Circulars, Notice of the
Gripwel House, Block-5,
AGM is being sent only through electronic mode to those
Sector C 6 and 7, Vasant Kunj, New Delhi-110070;
Members whose email addresses are registered with the
Tel: +91 11 2613 7979
Company/ Depositories. The Notice convening the AGM
Fax: +91 11 2613 3195
has been uploaded on the website of the Company at
Email: compliance.officer@unipartsgroup.com
www.unipartsgroup.com.
Website: www.unipartsgroup.com
5. The Explanatory Statement setting out all material facts
Corporate Office
relating to item no. 3 and 4 of the Notice is annexed
First Floor, Plot No. B 208, A1 and A2,
hereto, in accordance with the provisions of Section 102
Phase- 2, Noida, Uttar Pradesh- 201 305, India
of the Companies Act, 2013, and should be considered
Tel: +91 120 458 1400
as part of the Notice.
Fax: +91 120 458 1499

Corporate Identity Number 6. The voting rights of the shareholders/beneficial owners

U74899DL1994PLC061753 shall be reckoned on the equity shares held by them as at
close of business hours on the Cut-Off Date (‘Record
NOTES: Date’) i.e., 22nd June 2022. A person who is not a
member as on the cut off date should treat this Notice for
1. In view of continuing COVID-19 pandemic, the Ministry information purposes only.
of Corporate Affairs (‘MCA’) has permitted conduct of 7. Members whose shareholding is in the electronic mode
Annual General Meeting (‘AGM’) through video are requested to direct change of address notifications
conferencing (VC) or other audio visual means (OAVM) and updates of bank account details to their respective
and dispensed personal present of the members at the Depository Participant(s).
meeting vide their circular No. 02/2022 dated May 05,
2022, Circular No. 20/2020 dated May 05, 2020, Circular 8. Members who have not registered their e-mail addresses
No. 02/2021 dated January 13, 2021, Circular No. so far are requested to register their e-mail address for
19/2021 dated December 08, 2021 and 21/2021 dated receiving all communication including Annual Report,
December 14, 2021 prescribed the specified procedures Notices, Circulars, etc. from the Company electronically.
to be followed for conducting the AGM through
VC/OAVM. The deemed venue for the meeting shall be
the Registered Office of the Company. Procedure for joining the AGM through VC / OAVM:

2. Pursuant to the provisions of The Companies Act, 2013, 9. The Company will provide the link for participation of
a member entitled to attend and vote at the meeting is members in AGM through VC / OAVM facility. The
entitled to appoint a proxy to attend and vote on a poll same will be shared before the date of AGM.
instead of himself /herself and the proxy need not be a
member of the Company. However, since this AGM will a) Members who would like to express their views or ask
be held through VC/OAVM the members cannot appoint questions during the AGM may register themselves by
Proxy to attend the AGM and hence Proxy Form and sending email in advance on email id of the Company at
Attendance Slip are not annexed with the Notice. Any compliance.officer@unipartsgroup.com. The Company
Body Corporate is entitled to appoint authorized reserves the right to restrict the number of questions and
representative to attend the AGM through VC/OAVM
 number of speakers, depending upon availability of time EXPLANATORY STATEMENT PURSUANT TO
as appropriate for smooth conduct of the AGM. SECTION 102 OF THE COMPANIES ACT, 2013

b) Members will be allowed to attend the AGM with The following statement sets out all material facts relating to
physical presence or through VC / OAVM on first come, Special Business mentioned in the accompanying Notice:
first served basis.
ITEM NO. 3
c) Facility to join the meeting shall be opened fifteen
minutes before the scheduled time of the AGM and shall Additional details pertaining to appointment of Statutory
be kept open throughout the proceedings of the AGM Auditors.
and fifteen minutes after the AGM is over.
The members of the Company at the 23rd Annual General
d) Members, who need assistance before or during the Meeting held on 22nd September, 2017 had appointed M/s.
AGM, can contact the Company on email at Rakesh Banwari & Co., Chartered Accountants (Firm
compliance.officer@unipartsgroup.com Kindly quote Registration No. 009732N) as Statutory Auditors of the
your name, Folio no. in all your communications. Company to hold office from the conclusion of 23rd Annual
General Meeting till the conclusion of 28th Annual General
10. In case of joint holders attending the AGM, only such Meeting of the Company. Based on the recommendation of
joint holder who is higher in the order of names will be the Audit Committee, the Board of Directors of the Company
entitled to vote at the AGM. in its meeting dated June 22, 2022 has proposed the
appointment of M/s. S. C. Varma & Co., Chartered
11. Members attending the AGM through VC / OAVM shall Accountants as Statutory Auditors of the Company for a
be reckoned for the purpose of quorum under Section period of 5 Years i.e. from the conclusion of 28th Annual
103 of the Act. General Meeting till the conclusion of 33rd Annual General
Meeting of the Company at such remuneration as approved
12. Subject to receipt of requisite number of votes, the by management of the Company to conduct the audit for the
Resolution proposed in the Notice shall be deemed to be F. Y. 2022-23. Further, the Board has been authorized to fix
passed on the date of the Meeting. the remuneration on annual basis. There has been no material
change in the remuneration as comparison to the outgoing
auditors. The Company considered various parameters and
Procedure for inspection of documents: after due consideration found M/s. S. C. Varma & Co.,
Chartered Accounts to be best suited to handle the Audit.
13. All documents referred to in the Notice will also be
available electronically for inspection without any fee by M/s. S. C. Varma is one of the leading firms of Chartered
the members from the date of circulation of this Notice Accounts and Financial Advisors across Delhi, NCR.
up to the date of AGM. The Register of Directors and
Key Managerial Personnel and their shareholding The Company has obtained a certificate from the Auditors of
maintained under Section 170 of the Act, the Register of the Company that the meet the criteria of independence,
Contracts or Arrangements in which the Directors are eligibility and qualification as prescribed under Section 141
interested, maintained under Section 189 of the Act, and of the Companies Act, 2013
the relevant documents referred to in the Notice will be
available electronically for inspection by the members. None of the Directors, Key Managerial Person or their
Member who intends to inspect such documents are relatives are concerned or interested, financially or otherwise,
requested to send an email to Company on email address in the resolution.
compliance.officer@unipartsgroup.com
The Board of Directors recommends the Ordinary resolution
set forth in Item no. 3 of the Notice for the approval of the
Voting by Members:
members.

14. Member to convey his vote by show of hands in the

AGM as the total number of members are less than 50. ITEM NO. 4
However, if the poll is demanded in the AGM, members The Board of Directors, on the recommendation of the Audit
are requested to send the email of their decision of voting Committee, have approved the reappointment of M/s.
on the designated e-mail ID of the Company at Vijender Sharma & Co., Cost Accountants (Firm Registration
compliance.officer@unipartsgroup.com No. 00180), as the Cost Auditors of the Company for the
financial year 2022-23 at a remuneration of 4,00,000 /-
(Rupees Four Lakhs Only), excluding tax (as applicable) and
reimbursement of out-of-pocket expenses incurred by the
Cost Auditors on actual basis. There is no change in the fees
of Cost Auditors in comparison to the previous year.

In accordance with the provisions of Section 148 of the

Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost
Auditors has to be ratified by the shareholders of the
Company.

Accordingly, consent of the members is sought for passing an

ordinary resolution as set out at Item No. 4 of the Notice for
ratification of the remuneration payable to the Cost Auditors.

None of the Directors, Key Managerial Person or their

relatives are concerned or interested, financially or otherwise,
in the resolution.

The Board of Directors recommends the Ordinary resolution

set forth in Item no. 4 of the Notice for the approval of the
members.

By order of the Board of Directors

For UNIPARTS INDIA LIMITED

Sd/-
(Jatin Mahajan)
Company Secretary
F 6887
Place: Noida
Date: 22nd June, 2022
BOARD’S REPORT

Dear Members, The Net Revenue from Operations on standalone

basis stood at 8,826.25 million for the FY 2021-22
Your directors have pleasure in presenting the 28th
in comparison to 5,911.75 million for the FY
(Twenty Eighth) Annual Report on the business
2020-21 which is 49.30% higher vs previous FY.
and operations of the Company and the Audited
The Company on standalone basis posted Profit
Financial Statements for the year ended 31st
after Tax of 1,212.64 million in FY 2021-22 as
March, 2022.
against Profit after Tax of 433.95 million in the
1. FINANCIAL HIGHLIGHTS previous FY 2020-21 which is 179.44% higher vs
previous FY.
The Company’s financial performance for the year
ended 31st March 2022 is summarized below: Consolidated Financial Performance:

Standalone Financial Performance: (Amount in million)

(Amount in million) Particulars 2021-22 2020-21
Net Revenue from
Operations 12,274.24 9,031.42
Other Income
Particulars 2021-22 2020-21 36.15 445.47
Net Revenue from Total Revenue
Operations 8,826.25 5,911.75
12,310.39 9,476.89
Other Income Total Expenses
325.23 135.63 10,017.23 8,291.28
Total Revenue Profit Before Prior
9,151.48 6,047.38 Period Items and Tax 2,293.16 1,185.61
Profit Before Tax
Total Expenses
7,661.79 5,487.25 2,293.16 1,185.61
Total Tax Expenses
Profit Before Prior 605.36 273.47
Period Items and Tax 1,489.69 560.13
Profit for the year
Profit Before Tax 1,687.80 912.14
1,489.69 560.13 Add: Balance in Profit
Total Tax Expenses 277.05 126.18 and Loss Account 5,064.20 4,140.57
Re-measurement of
Profit for the year (10.33) 0.52
1,212.64 433.95 defined benefit
obligations (net of tax)
Add: Balance in Profit
1,883.13 1,448.56 Transfer from Special
and Loss Account
Economic Zone re- 60.86 10.97
Re-measurement of investment reserve
defined benefit (8.54) (0.40)
Sub-Total 6,802.54 5,064.20
obligations (net of tax)
Less: Appropriations
Transfer from SEZ
34.96 1.09 434.88 -
reinvestment reserve
Balance carried to 6,367.66 5,136.29
Sub-Total
3,122.19 1,883.13 Balance Sheet

Less: Appropriations 431.69 -

Balance carried to
Balance Sheet 2,690.50 1,883.13
 administering vaccines to eligible population in
The consolidated Net Revenue from Operations order to ensure that the spread and impact of the
stood at 12,274.24 million for the FY 2021-22 in pandemic is arrested. As a result of these
comparison to 9,031.42 million for the FY 2020- exceptional endeavors, a large part of the eligible
21 which is 35.91% higher vs previous FY. The
population across the world was fully or partially
Company posted a consolidated Profit after Tax of
vaccinated by the end of the fiscal. Therefore,
1,687.80 million in FY 2021-22 as against
while covid-19 pandemic is not yet fully over, but
consolidated Profit after Tax of 912.14 million in
the previous FY 2020-21 which is 85.04% higher vs with growing coverage of vaccinations and
previous FY. greater awareness in larger population
worldwide, possibility and extent of disruptions
2. State of Company’s Affairs owing to covid-19 pandemic going forward in to
The Company and its subsidiaries (“Uniparts next financial year (FY2022-23) are expected to be
Group” or “the Group”) is a global manufacturer lower.
and supplier of engineering systems, solutions, During these turbulent and uncertain times, your
assemblies and components, including 3-point company’s management continued to follow its
linkage systems (“3PL”) and precision machined proactive approach and strategy while keeping
parts (“PMP”), primarily catering to off-highway following at the core:
vehicles (“OHVs”) in the agriculture, and
1. Protecting Organization – Its People and
construction, forestry and mining (“CFM”)
Facilities
sectors. In addition to the established product
verticals, 3PL and PMP, Uniparts Group has a 2. Customer Engagement
presence in the complementary product verticals
3. Stabilize Operations & Manage Supply Chain
of hydraulic cylinders, power take off (“PTO”)
applications and Fabrications (“FAB”). As a 4. Financial Stability including cash
Engineering driven, vertically integrated management
precision solutions provider to global OHV The sharp focus ensured that the company was
industry, The Group offers fully integrated able to leverage its operational strengths and
engineering solutions from conceptualization, global business model to service the increased
development and validation to implementation demand from its customers across all the key
and manufacturing of its products. geographies and product segments. As a result of
While the previous year FY 2020-21 was an this, the company posted a strong financial
extraordinary year for the world due to the onset performance during the reported financial year
of covid-19 pandemic, the impact of subsequent 2021-22 with the total revenue growing to INR
waves of infections continued even in the reported 12,310.39 million as compared to INR 9476.89
financial year 2021-22. India encountered its million in previous financial year 2020-21 which
second covid wave early in the fiscal during the reflects an increase of 29.90%. The reported
months of April and May while several other parts EBITDA during the same period has been INR
of the world also reported waves of infections at 2716.63 million which reflects a 22.07% margin
different times of the year. These covid-19 waves against 17.30 % margin for corresponding
continued to cause partial disruptions and previous year FY 2020-21. The profit after tax
localized lockdowns across various parts of the (PAT) for the reported year has been INR 1687.80
globe. However, on the other hand mass million as compared to INR 912.14 million for
vaccination drives commenced in India as well as corresponding previous year FY 2020-21 reflecting
many other countries during the reported fiscal. a growth of 85.04 %.
Governments and health administrations of During the reported year FY 2021-22, Uniparts
various countries across the world proactively Group’s 3PL sales contributed 58.1% and PMP
made elaborate arrangements for procuring and
sales contributed 38.0% while the other adjacent by 65.72% and 85.04% against previous year FY
product verticals i.e. HYD, PTO and FAB 2020-21. The operating activities generated INR
contributed 2.2% to total finished goods sales. 848.70 million cash during the reported financial

The company services its customers through its

global business model based on dual-shore Sales: Delivery Model-wise
integrated manufacturing, warehousing and
supply chain management systems and solutions.
The Group globally operates in total six
manufacturing facilities (out of which five are in
India and one is in the United States), three 33.09%
41.71%
warehouses and one distribution center across
three continents, which are strategically located in
proximity to several global OEMs in the OHV
13.99%
industry. During the reported year FY 2021-22, 11.21%
Uniparts Group’s warehouses contributed 41.7%
to the total finished goods sales. Direct Exports
contributed 33.1% and Local Deliveries (i.e. sales Export - Direct Local Deliveries - India
from our manufacturing facilities in their
Local Deliveries - USA Warehousing
respective domestic markets) 25.2% of the Group’s
finished goods sales in FY 2021-22. year.
In terms of geographical spread of Group’s sales,
the Americas region contributed 48.9% of the total
FG sales. Europe, India and Japan contributed Sales: Geography-wise
26.4%, 14.0% and 5.1%, respectively, with
remaining 5.6% coming from Rest of World. This 5.56%
5.09%
is in line with your management’s focus on de-
risking and diversifying the business and revenue
profile while staying course to its OHV focus.
13.99%
Sales to Agriculture Sector constituted 73.5% of 48.93%
the total finished goods sales in FY 2020-21 while
CFM Sector constituted 25.9% of the total finished
goods sales in the reported financial year. 26.42%

Financial and Operational highlights:

Americas Europe India JAPAN ROW
The Group stayed course to leveraging its global
business model optimizing cost-
competitiveness and customer supply chain
risks even during the challenging macro-
economic and supply chain environment during We have long-term relationships with key global
the reported financial year. During the reported customers, including major OEMs, resulting in a
financial year 2021-22, total revenues stood at well-diversified revenue base. At the same time,
INR 12310.39 million as compared to INR some of the more recently added accounts have
9476.89 million in FY 2019-20. Corresponding also been demonstrating increasing traction and
reported EBITDA was INR 2716.63 million and growing relationship. The contribution of top 5
PAT was INR 1687.80 million which were higher
customers to our total finished goods sales during Further, during the year, it was resolved (at an
the reported year 2021-22 accounted for 58.51%. Extraordinary General meeting of UEBV) to
proceed for voluntary liquidation of our
Your company’s management continues to believe
subsidiary entity in The Netherlands, Uniparts
that the organization is well positioned to benefit
Europe B.V. (UEBV) and process of windup has
from increasing mechanization in the agriculture
been initiated.
and CFM sectors, in particular through leveraging
our global business model, which allows us to Continued watchout factors:
efficiently serve OEMs across multiple global
As we enter into the financial year 2022-23, the
locations, contributing to their increasing efforts to
Covid-19 pandemic is not over yet. Therefore,
rationalize their supply chain and asset/working
possibility of some disruptions or temporary
capital management. Our strategically located
bottle-necks still remains despite the continuous
manufacturing and warehousing facilities offer
work on mitigation plan. Local restrictions due to
scale and flexibility which ensures that we offer
surge in covid infections at local level continues to
optimal solutions to meet our customers evolving
be one of the watchout factors in the overall
requirements.
business planning and progress. Overall
During the reported financial year, the inflationary environment and dynamic behavior
Merchandise Exports from India Scheme (“MEIS”) of several commodities (including steel) also
was discontinued and the Ministry of Finance, GoI remains a factor which would require regular
announced a scheme for remission of duties and monitoring, requisite assessment and counter
taxes on export products (“RODTEP Scheme”) for measure planning and implementation.
exporters. The scheme, like MEIS scheme, allows
The global geopolitical environment is also
the exporter for the payment of import duty or sell
witnessing some turbulence due to the recently
such duty credit scrips in the open market to other
evolved conflict situation in eastern Europe. The
importers. The rates of the schemes vary.
level, duration and extent of direct or indirect
Other important highlights: impact of such incident(s) cannot be fully
ascertained.
You company’s board approved plan for public
issue of company’s equity shares through Initial Looking ahead:
Public Offering (IPO) in its meeting on March 30,
The agriculture and construction equipment end-
2022. Resultingly the management appointed
markets in most major geographies are witnessing
necessary intermediaries (Book Running Lead
continued recovery and strength. Your company’s
Managers, Legal Counsels etc) to prepare for
management is prudently optimistic about the
regulatory filings in this regard. The Draft Red
overall demand scenario over the ensuing
Herring Prospectus (DRHP) dated April 25, 2022
financial year FY2022-23 and is completely
was filed with the market regulatory body SEBI on
focused leveraging its integrated precision
April 26, 2022. The Company has also obtained in-
engineering capabilities and established global
principle approval of the Stock Exchanges in
business model, to tap additional business
relation to proposed IPO of the Company.
opportunities and continue to expand addressable
During the reported financial year, we market. As part of our strategy, we would
incorporated a new entity in India named Gripwel continue our efforts in the direction of targeting
Conag Private Limited (“GCPL”) as 100% new customer accounts and expand existing
Subsidiary of Uniparts India Limited. The new customer accounts. We would retain our focus on
company will cater to the growth of the group by higher value addition products and enhanced
serving the new business. Currently the first plant service offerings to improve the margin profile.
of Gripwel Conag Pvt Ltd is being set up at Enhancing our engineering, innovation and
Ludhiana.
design competence continues to remain at the core year was 312.82 million as compared to 215.30
of our strategy. million during the previous year.
GFPL’s revenue from operations and PAT
Management will continue to work on the IPO
constitutes 22.91% and 18.80% respectively of the
plans during the new fiscal subject to capital
consolidated revenue from operations and PAT of
market conditions and macro-economic
the Company.
environment.
b) Gripwel Conag Private Limited (“GCPL”)
3. DIVIDEND
GCPL was incorporated on 6th of December, 2021
Your Company has declared interim dividend under the Companies Act, 2013. GCPL is the
twice during the financial year 2021-22. The first wholly owned subsidiary of your Company. As
interim dividend was declared on March 01, 2022 the Company newly incorporated there is no
@ Rs. 5.60 Per Share amounting to revenue as on 31st March, 2022.
Rs. 25,27,49,044.80/- and second interim dividend
c) Uniparts Europe B.V. (“UEBV”)
on 22nd June 2022.@ Rs. 3.60 Per Share amounting
to Rs. 16,24,81,528.80/- UEBV was incorporated on 22nd January 2007
under the laws of The Netherlands.
4. TRANSFER TO RESERVES
During the financial year 2021-22, UEBV reported
For the financial year ended 31st March 2022 no
a Loss of EUR 790 as compared to loss of EUR
amount has been transferred to the General
12,586 during the previous financial year.
Reserves.
UEBV’s has negligible contribution in
5. SUBSIDIARY COMPANIES
consolidated revenue and PAT of the Company.
As on 31st March 2022, the Company has five The Company has filed an application for
direct subsidiaries and one step-down subsidiary, voluntary liquidation in December’2021.
details of which are provided below. No Company
has become/ceased to be a subsidiary, joint d) Uniparts India GmbH (“UIG”)
ventures or associate of the Company during the
financial year 2021-22, except incorporation of UIG was incorporated on 18th May, 2010 under the
Gripwel Conag Pvt. Ltd. (a wholly owned laws of Germany. UIG is engaged in the business
subsidiary) and filing of application for of warehousing and providing services to its
voluntarily liquidation of Uniparts Europe B.V. customers located in Europe.

a) Gripwel Fasteners Private Limited (“GFPL”) During the financial year 2021-22, UIG reported
sales of EUR 16.02 million as compared to EUR
GFPL was incorporated as Unilink Engineering
11.26 million during the previous year. Net Profit
Private Limited, a private limited company, on
after Tax for the year was EUR 1.30 million as
January 13, 2005 under the Companies Act, 1956.
compared to the profit of EUR 0.44 million during
GFPL is the wholly owned subsidiary of your
the previous financial year.
Company since 21st January 2008. GFPL is
engaged in the business of manufacturing, sale UIG’s revenue from operations and PAT
and export of 3PL, tractor attachment systems and constitutes 11.30% and 5.78% respectively of the
other agricultural equipment components. GFPL consolidated revenue from operations and PAT of
is also engaged in servicing the after-market and the Company.
OEM customers. GFPL has its manufacturing e) Uniparts USA Limited (“UUL”)
facility at Noida Special Economic Zone (NSEZ) in
UUL was incorporated on 27th January 2005
Uttar Pradesh, India.
under the laws of the State of Delaware, USA.
GFPL’s net revenue from operations in FY 2021-22 UUL is engaged in the business of warehousing
was 2,793.53 million as against 1,811.38 million and primarily providing services to its customers
in the previous year. Profit after Tax (PAT) for the located in USA.
During the financial year 2021-22, UUL reported 6. CHANGE IN NATURE OF BUSINESS, IF
net Revenue of USD 26.32 million as compared to ANY
USD 20.56 million during the previous year. Profit During the period under review, there has been no
after Tax (PAT) for the year was USD 2.93 million change in the nature of business of the Company.
as compared to USD 1.97 million during the
previous financial year. 7. CORPORATE GOVERNANCE

UUL’s revenue from operations and PAT The Company is adopting high standards of
constitutes 15.98% and 19.38% respectively of the excellence in Corporate Governance and believes
consolidated revenue from operations and PAT of that good corporate governance practices should
the Company. be enshrined in all activities of the Company. This
would ensure efficient conduct of the affairs of the
UUL’s step down subsidiary, UOI’s revenue from company and help the Company achieve its goal
operations and PAT constitutes 24.14% and of maximizing value for all its stakeholders. For
10.59% respectively of the UUL’s revenue from ensuring the good corporate governance practice,
operations and PAT. the Company has adopted the new policies and
reconstituted the existing policies as per SEBI
f) Uniparts Olsen Inc. (“UOI”)
Listing Regulations. The Company's board
UOI was acquired by the group through its comprises eminent individuals with considerable
subsidiary, Uniparts USA Limited, in the year experience and expertise across a range of
2005. UOI is engaged in the business of disciplines including general management,
manufacturing, warehousing and sale of precision business strategy, marketing, legal and finance.
machined pins, bushings and structural bosses for
its customers in the construction, agriculture and
forestry industries. 8. BOARD OF DIRECTORS AND ITS
MEETINGS
During FY 2021-22, UOI reported net sales of USD
39.76 million as compared to USD 32.31 million The Company has a professional Board with right
during the previous year. Profit after Tax (PAT) mix of knowledge, skills and expertise with an
for the year was USD 1.75 million as compared to optimum combination of executive, non-executive
USD 2.48 million during the previous year. and independent Directors including one woman
Director. The Board provides strategic guidance
The annual financial statements of the subsidiary and direction to the Company in achieving its
companies and the related detailed information
business objectives and protecting the interest of
shall be made available to the members of the
Company seeking such information at any point the stakeholders.
of time. The annual financial statements of the The Board of Directors of the Company as on 31st
subsidiary companies shall also be kept open for
March 2022 comprised of the following Directors:
inspection by any member of the Company at the
Registered Office and Corporate Office of the Name Designation
Company on any working day during business
hours. Mr. Gurdeep Soni Chairman and
Managing Director
A copy of the Statement containing the salient
features of the financial statement of the Mr. Paramjit Singh Executive Director &
Company’s subsidiaries as required under first Soni Vice Chairman
proviso to sub section (3) of Section 129 read with
Mr. Herbert Coenen Non-Executive
Rule 5 of Companies (Accounts) Rules, 2014 (as
Director
amended from time to time) forms a part of the
Consolidated Financial Statements for financial Mr. Harjit Singh Nominee Director
year 2021-22 of the Company.
Bhatia
 Name Designation Appointment:

Mr. Sharat Krishan Non-executive i) Mr. Harjit Singh Bhatia (DIN:02285424), has
Mathur Independent Director been appointed as Nominee Director of the
Company w.e.f. 21st May 2021.
Ms. Shradha Suri Non-executive
ii) Mr. Sanjeev Kumar Chanana (DIN:
Independent Director
00112424), has been appointed as
Mr. Alok Nagory Non-executive Independent Director of the Company w.e.f.
Independent Director 17th February 2022.
iii) Mr. Jatin Mahajan has been appointed as
Mr. Sanjeev Kumar Non-executive
Company Secretary and Compliance Officer
Chanana Independent Director
of the Company w.e.f. 22nd March 2022.

The details of the Board Meetings and the Resignation:

attendance of Directors are given herein below:- i) Mr. Ashish Kumar Agarwal, Nominee
Director of the Company has resigned w.e.f.
Name of the Total Board Number of 20th May 2021.
Directors Meetings Board
ii) Mr. Ashish Kumar Srivastava, Company
conducted Meeting
Secretary of the Company has resigned w.e.f.
during the attended
18th January 2022.
financial year during the
2021-22 FY 2021-22
Mr. Gurdeep 5 5
Reappointment:
Soni
Mr. Paramjit 5 5 In accordance with Section 152 of the Companies
Singh Soni Act, 2013 and Articles of Association of the
Mr. Herbert 5 5 Company, Mr. Herbert Coenen (DIN 02285424),
Coenen shall retire by rotation as Director at this Annual
General Meeting and being eligible, offers himself
Mr. Harjit Singh 5 5
for reappointment.
Bhatia
Mr. Sharat 5 5 10. DECLARATION OF INDEPENDENCE
Krishan Mathur
Your Company has received declarations from all
Ms. Shradha 5 4 the Independent Directors confirming that they
Suri meet the criteria of independence as prescribed
Mr. Alok 5 2 under the provisions of Companies Act, 2013 read
Nagory with the Schedules and Rules issued thereunder.
Mr. Sanjeev 5 2
Kumar Further to this, the Board confirms that, all the
Independent Directors meet the requirements
Chanana*
with regard to integrity, expertise and experience
* Appointed on February 17, 2022
(including the proficiency).
9. APPOINTMENT OR RESIGNATION OF
During the period under review Mr. Sanjeev
DIRECTORS AND KEY MANAGERIAL Chanana was appointed as an Independent
PERSONNEL (KMPs) Director of the Company.
During the year under review, following
11. BOARD COMMITTEES
appointment and resignation took place:
As on 31st March 2022, the Company has Audit
Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Nomination and Remuneration Committee
Committee, Stakeholders Relationship
The Company has a duly constituted Nomination
Committee, Risk Management Committee,
and Remuneration Committee. The composition
Internal Complaints Committee, IPO Committee
of committee and terms of reference are in
and Borrowing Committee. The Board
compliance with the provisions of Section 178 of
Committees are set up under the formal approval
the Companies Act, 2013 and the rules made
of the Board to carry out clearly defined roles
thereunder. The Nomination and Remuneration
which are considered to be performed by the
Policy of the Company contains the guidelines on
members of the respective Board Committees. The
directors’ appointment and remuneration
Company Secretary acts as the secretary of all the
including criteria for determining qualifications,
Board Committees.
positive attributes, independence of a director and
Audit Committee other matters provided under sub-section (3) of
section 178. The NRC Policy of the Company is
The Company has an adequately qualified Audit
available on the Company’s website, at
Committee constituted in accordance with the
www.unipartsgroup.com.
provisions of Section 177 of the Companies Act,
2013. The composition of Committee and terms of On 16th April, 2022, the Nomination and
reference are in compliance with the provisions of Remuneration Committee was reconstituted by
Section 177 of the Companies Act, 2013 and the the Board of Directors in compliance with the
rules made thereunder. All members of the provisions of the Companies Act and SEBI Listing
Committee are financially literate and have Regulations. Now, the Nomination and
accounting or related financial management Remuneration Committee comprised of:
expertise. On 16th April, 2022, the Audit Name of Category Capacity
Committee was reconstituted by the Board of Director
Directors in compliance with the provisions of the
Companies Act and SEBI Listing Regulations. Mr. Alok Independent Chairman
Now the Audit Committee comprised of: Nagory Director

Name of Category Capacity Mr. Sharat Independent Member

Director Krishan Mathur Director
Mr. Sharat Independent Chairman Mr. Harjit Singh Nominee Member
Krishan Mathur Director Bhatia Director
Mr. Alok Nagory Independent Member
Mr. Paramjit Vice Chairman Member
Director
Singh Soni & Executive
Mr. Gurdeep Managing Member
Director
Soni Director
Mr. Harjit Singh Nominee Member
Bhatia Director
During the year ended 31st March, 2022, the
Nomination and Remuneration Committee met
During the year ended 31st March, 2022, the Audit three times i.e., on 27th July, 2021, 29th October 2021
Committee met four times i.e., on 27th July, 2021, and 22nd March 2022. All the Committee members
29th October, 2021, 17th December 2021 and 22nd have attended all the meetings except Mr, Alok
March 2022. Except Mr. Alok Nagory, who did not Nagory who was not able to attend meeting dated
attend the meeting held on 29th October, 2021 and 29th October, 2021.
22nd March, 2022, all the other members of the
Corporate Social Responsibility Committee
Audit Committee have attended all the
Committee Meetings held during the FY 2021-22. The Company has a duly constituted Corporate
Social Responsibility (“CSR”) Committee in
accordance with the provisions of Section 135 of 2013. The Stakeholders Relationship Committee
the Companies Act, 2013. The roles and shall, inter-alia, specifically look into the redressal
responsibilities of CSR Committee includes of all security holders’ and investors’ complaints
formulation and recommendation of corporate and shall have the powers to seek all information
social responsibility policy to the Board, from, and inspect all records of, the Company
recommending the amount to be incurred for CSR relating to security holder and investor
activities, instituting a transparent monitoring complaints. On 16th April, 2022, the committee has
mechanism for implementation of the CSR been re-constituted and as of now the
projects or programs or activities undertaken by Stakeholders Relationship Committee comprises
the Company, and monitor the CSR policy from of:
time to time. The CSR Committee comprises of: Name of Category Capacity
Director
Name of Category Capacity
Director Mr. Sharat Independent Chairman
Krishan Mathur Director
Mr. Gurdeep Chairman & Chairman
Soni Managing Mr. Gurdeep Chairman and Member
Director Soni Managing
Director
Mr. Paramjit Vice Member
Singh Soni Chairman & Mr. Harjit Singh Nominee Member
Executive Bhatia Director
Director
Mr. Sanjeev Independent Member
Mr. Sharat Independent Member Kumar Chanana Director
Krishan Director
No meeting of Stakeholders Relationship
Mathur
Committee was convened during the FY 2021-22.

Borrowing Committee
The CSR Policy of the Company wherein the CSR
The Board of Directors of the Company have also
activities that may be undertaken by the Company
constituted a Borrowing Committee. The
are mapped with the activities as prescribed in
Composition of the Committee is as under:
Schedule VII to the Companies Act, 2013 as
amended from time to time. The CSR Policy of the
Name of Director Category Capacity
Company is available on the Company’s website
www.unipartsgroup.com. Mr. Gurdeep Soni Chairman & Chairman
Managing
During the year ended 31st March 2022, the CSR
Director
Committee met one time i.e., on 27th July 2021. All
the Committee members have attended all the Mr. Paramjit Vice Member
committee meetings held during the FY 2021-22. Singh Soni Chairman &
Executive
The annual report on CSR containing particulars
Director
specified in Companies (CSR Policy) Rules, 2014 is
attached as Annexure 1 to this Report. Mr. Harjit Singh Nominee Member
Bhatia Director
Stakeholders Relationship Committee
The Company has a duly constituted Stakeholders No meeting of Borrowing Committee was
Relationship Committee in compliance with the convened during the FY 2021-22.
provisions of Section 178 of the Companies Act,
IPO Committee Apart from Board Members, it has Mr. Sudhakar
Kolli, GCOO and Mr. Munish Sapra, GCFO as
The Board of Directors of the Company had also
members of the Committee.
constituted an IPO Committee, which was re-
constituted on 17th December, 2021. 12. BOARD PERFORMANCE EVALUATION

The Composition of the Committee is as under: Pursuant to applicable provisions of the

Companies Act, 2013, the Board, in consultation
with its Nomination and Remuneration
Name of Director Category Capacity
Committee, has formulated a framework
Mr. Gurdeep Soni Chairman Chairman containing, inter-alia, the criteria for performance
& evaluation of the entire Board of the Company, its
Managing Committees, Chairman and Individual Directors,
Director including Independent Directors.
Mr. Paramjit Singh Vice Member
A structured questionnaire has been prepared,
Soni Chairman
covering various aspects of the functioning of the
&
Board and its Committees under the following
Executive
seven heads – Board Composition, Information to
Director
the Board, Board Procedures, Board
Mr. Harjit Singh Nominee Member Accountability, Senior Management, Standards of
Bhatia Director Conduct and Feedback on the Chairperson of the
Board. These heads covers feedback on adequacy
of the constitution and composition of the Board
One meeting of IPO Committee was convened and its Committees, matters addressed in the
during the FY 2021-22 i.e 26th March 2022 which Board and Committee meetings, processes
was attended by all the members. followed at the meeting, Board`s focus, regulatory
Risk Management Committee compliances and Corporate Governance,
Chairman and Directors’ performance, etc.
The Board of Directors of the Company had also
constituted Risk Management Committee. The
Board members had submitted their response on
committee was constituted on 16th April 2022. The
a scale of 5 parameters for evaluating the entire
Composition of the Committee is as under:
Board, respective Committees of which they are
members and of their peer Board members,
Name of Category Capacity including Chairman of the Board.
Director
The Independent Directors discussed, inter-alia,
Mr. Herbert Non-Executive Chairman
the performance of non- Independent Directors
Coenen Director
and Board as a whole and the performance of the
Mr. Gurdeep Chairman & Member Chairman of the Company after taking into
Soni Managing consideration the views of Executive and Non-
Director Executive Directors.
Mr. Sharat Independent Member
Krishan Director The Nomination and Remuneration Committee
Mathur 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 Directors as per Schedule IV of the Companies
done by the Board, it is determined whether to Act, 2013. The Code of Conduct is available on the
extend or continue their term of appointment, website of the Company i.e.
whenever the respective term expires. www.unipartsgroup.com
The Directors expressed their satisfaction with the
The purpose of the Code of Conduct is to enhance
evaluation process.
further an ethical and transparent process in
managing the affairs of the Company and to deter
13. REMUNERATION POLICY FOR
wrongdoing. In terms of Code of Conduct,
DIRECTORS & SENIOR MANAGEMENT
Directors and Senior Management must act within
The Nomination & Remuneration Committee of the authority conferred upon them and in the best
the Company leads the process for Board interests of the Company and its shareholders.
appointments in accordance with the The Members of the Board and Senior
requirements of Companies Act, 2013 and other Management Personnel have affirmed the
applicable rules, regulations or guidelines as compliance with the Code of Conduct during the
amended from time to time. All the Board & year ended 31st March 2022.
Senior Management appointments are based on
meritocracy. 15. CAPITAL STRUCTURE

During the year under review, no issue and

The potential candidates for appointment to the
allotment of securities has been made; hence there
Board and Senior Management are inter-alia
is no change in the capital structure of the
evaluated on the basis of highest level of personal
Company.
and professional ethics, standing, integrity, values
and character, appreciation of the Company’s 16. EMPLOYEES STOCK OPTION SCHEME
vision, mission, values, professional skill, The Nomination and Remuneration Committee of
knowledge and expertise, financial literacy and the Board of Directors of the Company, inter alia,
such other competencies and skills as may be administers and monitors the Employee Stock
considered necessary. Option Plan 2007 (“ESOP 2007”) of the Company.
The ESOP Plan 2007 of the Company has been
The Board of Directors of the Company, amended and adopted by the shareholders of the
considering the recommendation of Nomination Company in their Extra-Ordinary General
and Remuneration Committee, had adopted a Meeting held on 23rd April 2022 in compliance to
Performance Management Policy for Directors, the provisions of The Companies Act and SEBI’s
KMPs and other employees. The policy represents Listing Obligations.
the comprehensive approach of the Company
regarding remuneration of Director, KMPs and Please refer Note No. 33 to the Standalone
other employees. Through its compensation Financial Statements of the Company for details of
programme, the Company endeavors to attract, outstanding options under ESOP 2007.
retain, develop and motivate a high-performance
workforce. The Company follows a compensation 17. LOANS, GUARANTEES OR
mix of fixed pay, benefits and performance based INVESTMENTS BY THE COMPANY
variable pay.
Particulars of loans, guarantees and investments
by the Company covered under the provisions of
14. CODE OF CONDUCT Section 186 of the Companies Act, 2013 are
The Company has adopted the Code of Conduct provided in the standalone financial statement
for Directors and Senior Management Personnel (Please refer to Note No. 4 and 10 of the standalone
which also include Code for Independent financial statement for the financial year 2021-22).
18. PARTICULARS OF CONTRACTS OR Company has put in place an adequate system of
ARRANGEMENTS WITH RELATED PARTIES internal financial control commensurate with its
size and nature of business which helps in
All contracts / arrangements / transactions
ensuring the orderly and efficient conduct of its
entered by the Company during the financial year
business.
with related parties were in its ordinary course of
business and on an arm’s length basis. Members
may refer Note No. 38 to the Standalone Financial
These systems provide a reasonable assurance in
Statement which sets out related party disclosures
respect of providing financial and operational
pursuant to Ind AS.
information, complying with applicable statutes,
safeguarding of assets of the Company,
Therefore, the Company is not required to report
prevention & detection of frauds, accuracy &
transactions in Form No. AOC-2 in terms of
completeness of accounting records and ensuring
Section 134(3)(h) read with Section 188 of the Act
compliance with corporate policies.
and Rule 8(2) of the Companies (Accounts) Rules,
2014. All key legal and statutory filings are monitored
The Policy on Materiality of Related Party on a monthly basis for all locations in India. Delay
Transactions and on dealing with Related Party or deviation, if any, is seriously taken by the
Transactions as approved by the Board is available management and corrective actions are taken
on the Company’s website and can be accessed at immediately. Financial policies, standards and
www.unipartsgroup.com. delegations of authority have been disseminated
There were no materially significant related party to senior management to cascade within their
transactions which could have potential conflict departments. Procedures to ensure conformance
with interest of the Company at large. with the policies, standards and delegations of
authority have been put in place covering all
activities.
19. MATERIAL CHANGES AND
COMMITMENTS The Company’s Audit Committee also interacts
with the Statutory Auditors, Internal Auditors and
No material changes and commitments, affecting
Management in dealing with matters within its
the financial position of the Company have
terms of reference. This Committee mainly deals
occurred after the end of the financial year 2021-22
with accounting matters, financial reporting and
till the date of this report.
internal controls.

20. CONSERVATION OF ENERGY,

22. VIGIL MECHANISM / WHISTLE BLOWER
TECHNOLOGY ABSORPTION, FOREIGN
POLICY
EXCHANGE EARNINGS AND OUTGO
The Company believes in the conduct of affairs of
Information on conservation of energy,
its constituents in a fair and transparent manner
technology absorption, foreign exchange earnings
by adhering to the highest standards of
and outgo required in terms of Section 134(3)(m)
professionalism, honesty, integrity and ethical
of the Companies Act, 2013 and Companies
behavior and has put in a system where, it is safe
(Accounts) Rules, 2014, as amended from time to
for all Directors and employees to raise genuine
time, is annexed as Annexure 2 to this Report.
concerns or grievances about suspected wrongful
conducts or unethical behavior, actual or
21. INTERNAL FINANCIAL CONTROLS suspected fraud or violation of the Company’s
code of conduct or ethics policy of the Company.
The Company continuously invests in
strengthening its internal control processes. The
The Company has a Vigil Mechanism/ Whistle 24. RISK MANAGEMENT
Blower Policy which provides for a mechanism to
Risk management forms an integral part of
all Directors and employees of the Company to
management policy, the Company follows a
come out with their genuine concerns or
specific, risk management process which is
grievances on suspected wrongful conducts or
integrated with its operations, for identification,
unethical behavior, actual or suspected fraud or
categorization and prioritization of operational,
violation of the Company’s code of conduct or
financial and strategic business risks. The
ethics policy through written communication with
Company’s management systems, organizational
relevant information, without fear of retaliation of
structures, processes, standards, code of conduct
any kind.
and behavior governs how the Company conducts
The Vigil Mechanism/ Whistle Blower Policy is the business of the Company and manages
available at the Company’s website i.e. associated risks. The Company has an internal
www.unipartsgroup.com evaluation system to understand the delta between
existing processes and prioritize actions to reach
full compliance in order to attain the desired
23. DIRECTORS’ RESPONSIBILITY results.
STATEMENT

Pursuant to the provisions of Section 134 of the

Companies Act, 2013, your Directors confirm that: 25. AUDITORS
i) in the preparation of the annual accounts, Statutory Auditors
the applicable accounting standards had
M/s Rakesh Banwari and Co., Chartered
been followed along with proper
Accountants (Firm Registration No. 009732N),
explanation relating to material
were appointed as the Statutory Auditors of the
departures;
Company to hold office from the conclusion of 23rd
ii) the Directors had selected such accounting
Annual General Meeting till the conclusion of the
policies and applied them consistently and
28th Annual General Meeting of the Company.
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 disclaimer) of the Auditors in their Audit Report
and of the profit and loss of the Company that may call for any explanation from the
for that period; Directors. The notes to financial statements
iii) the Directors had taken proper and referred to in the Auditors’ Report are self-
sufficient care for the maintenance of explanatory. Further, there were no frauds
adequate accounting records in accordance reported by the Statutory Auditors to the Audit
with the provisions of the Companies Act, Committee or the Board under Section 143(12) of
2013 for safeguarding the assets of the the Act.
Company and for preventing and
It is proposed to appoint M/s. S.C. Varma & Co.,
detecting fraud and other irregularities;
Chartered Accountants (Firm Reg. No. - 000533N)
iv) the Directors had prepared the annual
to hold the office of Statutory Auditors from the
accounts on a going concern basis; and
conclusion of ensuing Annual General Meeting till
v) the Directors had devised proper systems
conclusion 33rd Annual General Meeting of the
to ensure compliance with the provisions
Company subject to the approval of Shareholders.
of all applicable laws and that such systems
In this regard Company has received the consent
were adequate and operating effectively.
and relevant eligibility certificates from M/s. S.C.
Varma & Co.
Secretarial Auditors 26. COST RECORDS/COST AUDIT

M/s Sanjay Grover and Associates, Company The Company has maintained cost records for the
Secretaries, were appointed as Secretarial financial year 2021-22 as required under Section
Auditors of the Company to carry out secretarial 148(1) of the Companies Act, 2013 and the rules
audit of the Company for the financial year 2021- made thereunder, for the prescribed business
22 in terms of Section 204 of the Companies Act, activities carried out by the Company. The Cost
2013. The Secretarial Audit Report for the financial Audit Report for the financial year 2021-22 in
year 31st March 2022 is annexed herewith as respect of the products prescribed under relevant
Annexure 3 to this Report. Cost Audit Rules, shall be filed as per the
requirements of applicable laws.
There are no qualifications or observations or
other remarks of the Secretarial Auditors in the 27. ANNUAL RETURN
Report issued by them for the financial year 2021-
The Annual Return of the Company under section
22 which call for any explanation from the Board
92(3) of the Companies Act 2013 will be placed on
of Directors.
the website of the Company i.e.
The Board has re-appointed M/s. Sanjay Grover www.unipartsgroup.com
and Associates, Company Secretaries, as the
Secretarial Auditors of the Company for the
financial year 2022-23 on the recommendations 28. PARTICULARS OF EMPLOYEES
made by the Audit Committee. In terms of the provisions of Section 197 of the
Cost Auditors Companies Act, 2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and
M/s. Vijender Sharma & Co., Cost Accountants,
Remuneration of Managerial Personnel) Rules,
was appointed as the Cost Auditor for the
2014, a statement showing the names and other
financial year 2021-22 to conduct the audit of the
particulars of the employees drawing
cost records of the Company.
remuneration in excess of the limits set out in the
The Board of Directors of your Company have re- said rules is annexed herewith as Annexure 4 to
appointed M/s. Vijender Sharma & Co., Cost this Report.
Accountants, as the Cost Auditor of the Company
for the financial year 2022-23 on the
recommendations made by the Audit Committee. 29. DISCLOSURE UNDER SEXUAL
The particulars of the Cost Auditors are: - HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
Name: M/s. Vijender Sharma & Co. REDRESSAL) ACT, 2013
Address: 3rd Floor, 11 Hargovind Enclave,
Vikas Marg, Delhi - 110092 The Company is committed to provide a
E-mail: vijender.sharma@vsa.net.in protective environment at workplace for all its
women employees. The Company has in place a
The Board of Directors of the Company have ‘Discrimination Free Workplace and Sexual
approved the remuneration of 4,00,000 (Rupees Harassment Policy’ in line with the requirements
Four Lacs Only) plus applicable tax and of The Sexual Harassment of Women at the
reimbursement of out of pocket expenses, if any, Workplace (Prevention, Prohibition & Redressal)
to be paid to the Cost Auditors, subject to the Act, 2013. There is an Internal Complaints
ratification by the members at this Annual General Committee (ICC) which is responsible for
Meeting. redressal of complaints related to sexual
harassment. All employees (permanent, 34. HUMAN RESOURCE & INDUSTRIAL
temporary contractual, casual RELATIONS
trainees/apprentices) are covered under the
Uniparts Group consider human capital a critical
extant policy.
factor to the business success. The Company’s
During the year ended 31st March 2022, the Workforce Strategy has been developed to
Company did not receive any complaint related to address key aspects of people development such
sexual harassment. Further, the Annual Report as as a) good governance and fair business practices;
per POSH Act regulations has also been filed with b) Increase efficacy of HR systems by automating
the relevant department during the period under the core HR processes; c) Fair & objective
review. Performance Management system; d) Creation of
a future ready common talent pool across
30. DEPOSITS
company; e) competitive compensation to attract
The Company has neither accepted nor renewed and retain talent; f) development and delivery of
any deposits during the Financial Year 2021-22 in comprehensive training programs to impact and
terms of Chapter V of the Companies Act, 2013. improve technical & functional skills &
managerial competence and g) Engaged &
motivated workforce.
31. SIGNIFICANT AND MATERIAL
ORDERS PASSED BY REGULATORS OR In line with the Workforce Strategy, the Company
COURTS OR TRIBUNALS has implemented various initiatives to build better
organizational capabilities that we believe will
The Company has not received any significant and
enable us to sustain competitiveness in the global
material orders passed by any Regulators or Court
marketplace. The Company’s focus is to attract,
or Tribunal which shall impact the going concern
develop and retain the best talent. The Company’s
status and the Company`s operations in future.
HR function is committed for development of
employees to strengthen their functional,
managerial and leadership capabilities. Some of
32. SECRETARIAL STANDARDS
the initiatives to meet this objective include:
During the year under review (i.e. 2021-22), the
• Strategic Organization Structure to meet out
Company has complied with the applicable
the present and future Business requirements.
provisions of the Secretarial Standards issued by
Institute of Companies Secretaries of India. The  Development and institutionalization of
Company has devised proper systems to ensure competencies-based HR Systems & Process
compliance with the provisions of all applicable • Competencies based sourcing & hiring as per
Secretarial Standards issued by the Institute of the current and future business challenges.
Company Secretaries of India and that such • Competitive Compensation and Benefits
systems are adequate and operating effectively. Program
• Focused approach on Training &
Development of employees with the objective
33. DETAILS OF APPLICATION MADE of upgrading their managerial effectiveness /
OR ANY PROCEEDING PENDING UNDER supervisory skills to adopt fast-changing
THE INSOLVENCY AND BANKRUPTCY external environment and meet Critical
CODE, 2016 Success Factor goals
• Company has made a plan to work on
There is no application made nor there is any
Succession Planning exercise for N-1 & N-2
pending proceeding under the Insolvency and
levels in 2021-22 to ensures healthy succession
Bankruptcy Code, 2016, during the year.
pipeline at critical and leadership roles by
 identifying potential employees and enable Prevention of Sexual Harassment
their development program.
The Company has zero tolerance for sexual
• The Company is also committed for
harassment at workplace and has adopted a policy
building diverse & inclusive workforce as equal
on Prevention, Prohibition and Redressal of sexual
opportunity employer. Aim is to increase gender
harassment at workplace in line with the
diversity on the shop floor, the Company has
provisions of the Sexual Harassment of Women at
employed women blue collar workers at all its
Workplace (Prevention, Prohibition and
manufacturing units after initiating safety
Redressal) Act, 2013 and rules framed thereunder.
measures and compliance with statutory
Internal Committee has been constituted at all
requirements.
locations & establishments to address complaints
received regarding sexual harassment. During FY
Industrial Relations 2021-22, the Company had received no complaint
on sexual harassment. The Company organized 8
Company does not have any labour union for
awareness workshops through virtual platform
operator grade employees at any of the plants
and covered about 625 employees.
across India. The Company enjoys cordial
relations with its workmen at all factories and Safety & Health – Performance & Initiatives
offices and has received workmen support in
In continuation of Safety Excellence Journey at the
implementation of reforms that impacts safety,
Company, the Organization once again achieved
quality, cost control measures and productivity
its continually Fatality Free Year in FY 2021-22.
improvements. Workmen wages are paid
During the year, several proactive initiatives were
regularly and revised annually in accordance with
undertaken by the Company viz. proactive
Company’s annual wage revision policy, which is
monitoring of Leading Indicators (also known as
broadly based on the performance, productivity,
Proactive Safety Index), focus on identification of
quality, and discipline. Company has been getting
near miss incidents and training sessions on risk
workmen support in implementation of quality
perception & mitigation. The Company also
initiatives, cost saving measures and productivity
focused on identification of critical to safety
improvements across all locations.
workstations to target areas with high potential
Skill Development for accidents. In order to protect its employees,
Company undertook Kaizen initiatives to reduce
The Company’s Manufacturing process is
accidents or near miss incidents across its Plant
supported by various factors such as availability
locations. Also, continued the focus on the safety
of skilled labour at low cost and low-cost steel in
measures initiated in Plants and offices during the
production etc. The Company also provides great
Covid pandemic time. All the employees of the
opportunities for direct and indirect employment
company in its India operations are now fully
to skilled and unskilled labour.
vaccinated for Covid.
Skill development of all shop floor workforce help
For promoting health and wellness, Company has
us to effectively meet the productivity and quality
arranged a variety of physical and mental
deliverables and The Company arrange extensive
wellness programs & Medical Assistance platform
Training of young people under Government
‘Practo’, which could be availed by employees and
driven programs like NAPS & National
their family members free of cost. The Company’s
Employment Enhancement Mission all the plants
HR teams located at plants supported employees
for helping them to get gainful employment in the
during COVID-19 pandemic by arranging beds/
industry.
medicines in hospitals. The Company also
arranged Company’s Ambulance on free of cost
with medical equipment to Government
healthcare providers through CSR program.

35. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on

record their gratitude towards all its customers.
Your Directors further express their appreciation
for the total commitment, dedication and hard
work put in by every employee of the Company.
Your Directors would also like to thank all its
Suppliers and Business Associates for their
guidance and support as well as the Bankers,
Central and State Govt. Departments.

The Board also takes this opportunity to express

its deep gratitude for the continued co-operation
and support received from its valued
shareholders.

For and on behalf of the Board of Directors

Sd/-
(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478

Place:
Date: June 22, 2022
 ANNEXURE-1

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES

[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended.]

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 under-developed
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:

2. The Composition of the CSR Committee.

Sl Name of Director Designation / Number of Number of

NO. Nature of Directorship meetings of CSR meetings of CSR
Committee held Committee
during the year attended during the
year

1 Mr. Gurdeep Soni Chairman and 1 1

Managing Director

2 Mr. Paramjit Singh Soni Vice-Chairman and 1 1

Director

3 Mr. Sharat Krishan Mathur Independent Director 1 1

3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company.

 The composition of the CSR committee is available on our website, at www.unipartsgroup.com

 The Committee, with the approval of the Board, has adopted the CSR Policy as required under
Section 135 of the Companies Act, 2013. The CSR Policy of the Company is available on our website,
at www.unipartsgroup.com

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Nil

6. Average net profit of the Company as per Section 135(5): Rs. 27,37,44,990/-./-

7. (a) Two percent of average net profit of the company as per section 135(5): Rs.54,74,900/-

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:
Nil

(c) Amount required to be set off for the financial year, if any: Nil
 (d) Total CSR obligation for the financial year (7a+7b- 7c): Rs. 54,74,900/-
8. (a) CSR amount spent or unspent for the financial year:

Amount Unspent (in Rs.)

Total Amount
Total Amount transferred to Amount transferred to any fund specified
Spent for the
Unspent CSR Account as per under Schedule VII as per second proviso to
Financial Year.
section 135(6). section 135(5)
(in Rs.)
Name of the
Amount. Date of transfer. Fund Amount. Date of transfer.

Rs. 55,00,000/- Nil NA NA NA NA

(b) Details of CSR amount spent against ongoing projects for the financial year: Nil

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8)

Sl. Name of Item Local Location of the Amount Mode of Mode of
No.
the Project. from area project. spent for Implement Implementation -
the list (Yes/ the ation - Through
of No). project Implementing
activiti (in Rs.). Direct Agency
es in
Schedu (Yes/No).
le VII CSR
to the State District. Name Registrat
Act. ion
number.

1. Promoting (i) No U.P Lakhimpur, Rs.30.00 No Dashmesh CSR000080

Healthcare lakhs Charitable 46
Kheri
including Hospital
Preventive Society
Healthcare

2 Promoting (ii) No Mah Tirthanker, 25.00 lakhs No Sansthana CSR000014

Education arash Leni m Abhay 92
tra Daanam

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 55,00,000 /-
(g) Excess amount for set off, if any: Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years: Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Nil
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year: Not Applicable as Company spent CSR amount through implementing
agency.

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section
135(5): Not applicable.

For Uniparts India Limited

Sd/-
(Gurdeep Soni)
DIN: 00011478
Managing Director and Chairman-CSR Committee
 ANNEXURE 2

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 for Conservation of Energy:

The Company encourages energy conservation at all its manufacturing units and several measures have been
taken continually towards conservation of energy. All the manufacturing units of the Company remains ISO
14001 compliant and some more initiatives were taken by the company during the year 2021-22, which are as
follows:

 Induction Billet heaters installed against the use of furnace oil.

 PID temperature controllers installed on cooling towers.
 Heat insulation of FO pipe line for Furnaces.
 Water pumping through gravitational force on Hammers in forging.
 Cooling tower pumps replaced from 20HP to 15HP by modifying the header line at induction hardening.
 Hydraulic power auto cut sensor installed on shot blasting machine.
 Machine Panel AC’s are replaced by exhaust fans.
 Propane gas consumption reduced by using Temperature controlling system at Plating and Painting line.
 VFD installed on heavy duty motor air compressors.
 Human movement motion sensor installed in common area.
 Auto cut provided in electrical panel in Office Lighting & Air Conditioning.
 DC welding set instead of AC for better quality performance & energy efficiency.
 LED lights and use of natural light
 Hydraulic power packs installed against conventional clutch feed system.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

 Diesel replaced with PNG Gas in Heat Treatment & Finishing Section.
 Reuse of effluent water for process through Low Temperature Evaporator. Zero liquid discharge system.
 Reuse of effluent water for process through Zero liquid discharge system.
 Exploring the usage of alternate source of energy though off site solar power plant for the Noida units

(iii) Capital investment on energy conservation equipment:

 The Company has invested an amount of INR 16.6 Lacs approx. on energy consumption equipment’s and
measures implementation and Rs. 10 Lacs approx. on Energy Saving for LED lights and Propane
consumption reduction in Plating.

(B) TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption:

 Enhancement in technology by developing 3 point linkage for utility task vehicles (UTV) and all-terrain
vehicles (ATV)

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

 Energy Conservation and cost Reduction

 Pollution control
 Manpower optimization
 Down time reduction

I. 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: NA
 (c) Whether the technology been fully absorbed: NA
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; 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 8,395,789,603

Foreign Exchange Outgo:
(a) CIF Value of Imports 924,709,287
(b) Others 5,600,474

Remittance in Foreign Currency on account of Dividend 89,729,284

For and on behalf of the Board of Directors

Sd/-
(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478
 ANNEXURE 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2022

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]

To,
The Members,
Uniparts India Limited
(CIN: U74899DL1994PLC061753)
Gripwel House, Block-5, C6 7,
Vasant Kunj, New-Delhi- 110070

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Uniparts India Limited (hereinafter called the Company), which is an unlisted company.
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.

We report that-

a) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.

b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a
reasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial records and books of accounts of the
Company.

d) Wherever required, we have obtained the Management representation about the compliances of laws, rules and
regulations and happening of events etc.

e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination was limited to the verification of procedures on test basis.

f) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during
the audit period covering the financial year ended on 31st March, 2022 (“Audit Period”) complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place
to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2022 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder:

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings wherever applicable;
 We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the
Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India, which the
Company has generally complied with.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations and
Guidelines to the extent applicable, as mentioned above. Further, the Company was generally regular in filings
with Registrar of Companies.

(iv) The Company is a manufacturer and supplier of engineering systems, solutions, assemblies, including 3-point
linkage systems and precision machined parts, primarily to off-highway vehicles in agriculture and construction,
forestry and mining sectors and its manufacturing facilities/plants are located at Noida (Uttar Pradesh) and
Visakhapatnam (Andhra Pradesh) and two units at Ludhiana (Punjab). As informed and confirmed by the
management, there is no sector specific law applicable on the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition Board of Directors that
took place during the period under review were in compliance.

Adequate notices were given to all directors to schedule the Board Meetings, Agenda and detailed notes on agenda
were sent in advance of the meeting except for those meetings which were held at shorter notice and a system exists for
seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful
participation at the meeting.

Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be
captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the board of directors of the Company in its meeting held on March 30,
2022 approved the Initial Public Offering of shares of the Company comprising only Offer for Sale of equity shares by
the existing shareholders of the Company. Pursuant to said approval, the Company filed the Draft Red Herring
Prospectus (DRHP) dated 25th April 2022 with Securities and Exchange Board of India (SEBI), BSE Limited and National
Stock Exchange of India Limited (NSE) on April 26, 2022.

For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900

Priyanka
Partner
M No. F10898
C P No.: 16187
New Delhi
 ANNEXURE 4

STATEMENT OF PARTICULARS OF EMPLOYEES

FOR THE YEAR ENDED 31ST MARCH, 2022
(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, as amended up to date)

Remuneration Total Date Last

Name of the Nature of Age
Designation received Qualification Experience of Employment
Employee Employment
(years) Joining held
(in Rs.) (years)
Master’s in mechanical
Group Chief
Sudhakar engineering, MBA 08-
Operating 22,971,428 Permanent 61 38 Hyva
Kolli (Organizational Feb-16
Officer
Leadership)
Sona BLW
Group Chief
Munish 07-Jan- Precision
Financial 13,564,049 B. Com, PGDFM, CA Permanent 54 28
Sapra 19 Forgings
Officer
LTD
Lumax
Lalitendu Sr. Vice 22- Management
3,048,829 BA, MA, PG in IRLW Permanent 57 32
Samanta* President Oct-21 Services
Pvt..Ltd.
Jaswinder B. Com, MBA 01-Jan- Bhogal
Vice President 11,258,676 Permanent 51 26
Singh Bhogal (Marketing) 08 Exports
PG in Tool, Die and
Hari Associate Vice 23-Jul- Cummins
6,572,316 Mould Design, Permanent 57 32
Buddhiraju President 18 India Ltd.
Executive MBA
02- Genpact
Vivek Associate Vice B. Com, CA, MBA
5,238,525 Permanent 43 21 May- India Pvt.
Maheshwari President (Finance & Marketing)
18 Ltd.
Premendra Associate Vice 15- CNH
5,283,229 B. Tech - (Mechanical) Permanent 49 27
Singh Rathor President Oct-18 Industrial
L Senior General 5,033,531 New
BE – (Mechanical), M. 02-
Manibaskar Manager Holland Fiat
Tech - (Energy Permanent 48 23 May-
(India) Pvt
technology) 16
Ltd. CNH
Karuppiah Associate Vice 4,857,643 B.E. – (Mechanical), Permanent 51 28 01- -
Velu President MBA (Operations) Apr-00
Associate Vice 01-
Sameer
President 4.880,958 B. Com Permanent 44 22 May- -
Malhotra
08

*Employed during the Financial Year.

Notes:
1. Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides that the Board’s Report shall include a
statement showing- [the names of the top ten 10 employees in terms of remuneration drawn and name of every employee, who-]- (i) if employed
throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than – one crore and two lakh
rupees; - (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate,
was not less than– eight lakh and fifty thousand rupees per month. Accordingly, the information of employees/ managing director who is falling
under said criteria has been given.
2. 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.
3. None of the above-mentioned employee/ Director is related to any Director of the Company.
4. The nature of employment of the people is governed though employment letter/ contract entered with them.
5. None of the employees holds 2% or more of the paid-up equity share capital of the Company.

For and on behalf of the Board of Directors

Sd/-
(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478