Exhibit 99.17

 

Entity 66

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

Regd. Office: 34, Allenby Road, Bhowanipore, Kolkata - 700 020

CIN: U62200WB2010FTC145954; Phone: 033-4036-9977; Fax: 033-4036-9988; Email:sanjeev.ambasta.del@unique-logistics.com

 

DIRECTORS’ REPORT

 

To

The Members,

 

Your Directors have pleasure in presenting their 12th Annual Report and Audited Financial Statements on the business and operations of the Company for the year ended 31st March, 2022:

 

FINANCIAL RESULTS:

 

(Figures in ‘000 Rs.)  2021-22   2020-21 
Income from services   56,13,830    21,18,465 
Less: Total Operating Expenditure excluding Depreciation and Finance Cost   55,55,611    21,03,584 
Operating Profit   58,219    14,881 
Add: Misc. income   3,868    1,768 
Profit before Interest, Depreciation and Taxation   62,087    16,649 
Less: Finance Cost   181    392 
Profit before Depreciation and Taxation   61,906    16,257 
Less: Depreciation   2,443    1,720 
Profit before Taxation   59,463    14,537 
Less: Provision for Taxation — Current Tax   15,078    4,061 
- Deferred Tax   (2,315)   551 
Net Profit after Taxes   46,700    9,925 
Add: Surplus brought forward from previous year   69,035    59,110 
Surplus carried to Balance Sheet   1,15,735    69,035 

 

REVIEW OF OPERATIONS:

 

Financial year 2021-22 was an exceptional year for the Company. Income from logistics services increased by 164% to Rs. 56,138 Lakh from Rs. 21,185 Lakh in the previous year. There is no doubt that some of this increase came from exceptionally high freight rates prevailing throughout the financial year which are expected to decrease in the future. However, much of the increase was also driven by business growth, particularly in export logistics services, as the Company successfully secured business awards from major United States based companies that are increasing their buying from India.

 

The Company successfully managed cost containment despite the burgeoning business levels. The steps taken by the Company ensured that profit before tax registered an increase of 309% to Rs. 594.63 Lakh compared to Rs. 145.37 Lakh in the previous year. The Company reports an increased profit after tax at Rs. 466.99 Lakh compared to Rs. 99.23 Lakh in the previous year; an upturn of 370%.

 

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FUTURE PROSPECTS / STATE OF COMPANY’S AFFAIRS:

 

The Company expects that freight rates will gradually decline over the next financial year. Freight rates were abnormally high in the post pandemic recovery period. In addition, the Company remains concerned about geopolitical factors, including elevated fuel prices, that will likely result in a global slowdown.

 

The Company is preparing for such market conditions by continuously increasing its customer base, even as individual customers, likely, reduce their shipping.

 

Continuous efforts to contain costs will help maintain and build profitability, even as revenues from logistics services decrease due to freight prices declining.

 

DIVIDEM):

 

The Board considers it prudent to conserve working capital resources for the growth and expansion of the Company and accordingly does not recommend payment of any dividend on the Equity Shares for the year under report.

 

TRANSFER TO RESERVES:

 

The Board of Directors does not propose to transfer any amount of profit after tax to any Reserves.

 

CAPITAL EXPENDITURES:

 

As of 31st March, 2022, the gross fixed assets stood at Rs. 214.50 Lacs as compared to Rs. 193.28 Lacs in the previous year. The net fixed assets as at the close of the financial year were Rs. 54.79 Lakh. Additions during the year amounted to Rs. 35.61 Lacs and assets worth Rs. 15.75 Lakh (most of which were old and unusable furniture / fixtures and office equipments) were disposed off.

 

COVID-19 IMPACT:

 

As the Indian and global economy boomed after pandemic lockdowns were lifted, the Company’s business returned to normalcy and operations resumed in line with Government of India as well as local government directives.

 

However, the Company is cognizant of the threat that COVID-19 still presents and has systems in place to monitor and react to the continuing threats of emerging variants of the virus. The Company has taken all necessary steps and precautionary measures to ensure smooth functioning of its operations/business and most importantly, the health and safety of its employees. The Company is ready with rapid response action plans in the event of further health crises that may emerge.

 

PUBLIC DEPOSITS:

 

The Company has not invited and / or accepted any deposits from the public during the year under report. There were no unclaimed or unpaid deposits as on the financial year-end date. Since there was no deposit covered under Chapter V of the Act, the question of any default in repayment of deposits or payment of interest thereon during the year does not arise at all and as such, the details required to be given pursuant to the provisions of Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

 

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MATERIAL CHANGES & COMMITMENTS:

 

There was no material change or commitments affecting financial position of the Company occurring between the date of Financial Statements and the Board’s Report.

 

NOTE ON HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

 

The Company is a subsidiary of Unique Logistics Holdings Limited, Hongkong. It is engaged in the business of logistics services in India and abroad. The Company has no Subsidiary, Associate or Joint Venture Company anywhere.

 

BOARD OF DIRECTORS:

 

There was no change in the composition of the Board of Directors since its last report. As per Articles of Association of the Company none of the Directors are liable to retire by rotation. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

 

DISCLOSURE ON COMMITTEES OF THE BOARD:

 

The Board of Directors does not have any Committee and it was not required to form any Committee also as per various provisions of the Act.

 

KEY MANAGERIAL PERSONNEL

 

The Company, being a Private Limited Company, was not required to have any Key Managerial Personnel.

 

NUMBER OF MEETINGS OF THE BOARD:

 

During the financial year FOUR (4) Meetings of the Board of Directors were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 read with the Rules made thereunder. Dates of Board Meetings indicating the attendance by each Director is given below:

 

BOARD MEETING AND ATTENDANCE RECORDS:

 

Name of Directors  Dates of Board Meetings and Attendance  Summary of
No. of meetings attended
 
   [P = Present, A = Absent]    
   24.05.2021  28.06.2021   10.09.2021   06.01.2022     
Mr. Sudershan Sharma  P   A    A    A    1 
Mr. Sunandan Ray  P   A    A    A    1 
Mr. Richard Chi Tak Lee  p   p    p    p    4 
Mr. Ping Hong Tam  p   p    p    p    4 
Mr. Patrick Man Bun Lee  p   p    p    p    4 
Mr. Thomas To Wong  p   p    p    p    4 

 

 

DIRECTORS’ RESPONSIBILITY STATEMENT:

 

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 134(5) of the Companies Act, 2013 and in respect of the Annual Accounts for the year under review, the Directors hereby confirm that:

 

i.in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures, if any;

 

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ii.the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year;

 

iii.the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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

 

v.the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 

AUDITORS:

 

M/s. B M Chatrath & Co. LLP, Chartered Accountants, [FRN: 301011E /E300025] being the retiring Auditors, hold office until the conclusion of the ensuing 12th Annual General Meeting of the Company for the Financial Year ending 31st March 2022. The Board of Directors has recommended for the approval of the Members, the re-appointment of M/s. B. M. Chatrath & Co. LLP, Chartered Accountants, [FRN: 301011E / E300025] as the Statutory Auditors of the Company for a further period of five consecutive years, in accordance with the provisions of Section 139(1) of the Companies Act, 2013 to hold office till the conclusion of the 17th Annual General Meeting to be held for the Financial Year ending 31st March, 2027. M/s. B. M. Chatrath & Co. LLP, Chartered Accountants, have also confirmed their eligibility, willingness and qualification to be re-appointed as Statutory Auditors of the Company.

 

AUDIT OBSERVATIONS:

 

No qualification, reservation, adverse remark or disclaimer has been made by the Auditors in their report. The observations of the Auditors read with Notes to Accounts are self-explanatory and do not warrant any further clarification or comment.

 

MAINTENANCE OF COST RECORDS AND COST AUDIT:

 

The Central Government has not mandated maintenance of cost records in respect of products / services of the Company under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are not required to be made or maintained. Accordingly Cost Audit is also not applicable.

 

SECRETARIAL AUDIT:

 

Secretarial Audit is not applicable.

 

ADHERENCE TO SECRETARIAL STANDARDS:

 

The Directors state that applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 have been adhered to by the Company.

 

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PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

 

The Company has not granted any loan or made any investments or given guarantees or provided securities covered under section 186 of the Companies Act, 2013.

 

RELATED PARTY DISCLOSURES:

 

All related party transactions entered into during the financial year were on arm’s length basis in the ordinary course of business and the same have been disclosed in Notes to Accounts.

 

The Company being a private limited company, pursuant to Notification F. No. 1/1/14-CL.V dated 05.06.2015, its holding Company and other companies which are subsidiaries of its holding company are not treated as related party for the purposes of Section 188. Hence transactions entered into by the Company with its Holding Company and other fellow subsidiaries are not treated as related party transactions.

 

Accordingly, there is nothing to report pursuant to section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2.

 

ANNUAL RETURN:

 

In terms of the provisions of sections 92(3) and 134(3)(a) of the Companies Act, 2013 it is stated that the Annual Return as on 31st March, 2021 has not been placed on any web since the Company, being a private limited company, is not required to host or maintain any web address to serve its investors/shareholders.

 

INTERNAL FINANCIAL CONTROL:

 

As required under Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 the Company has in place proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

 

The internal financial control systems of the Company are monitored and evaluated periodically by the Directors with senior management, deviations are regularly identified and corrective actions are taken wherever necessary. The Company’s management has assessed the effectiveness of the Company’s internal financial control over financial reporting as of March 31, 2022. The statutory auditors of the company have, in their report on Internal Financial Control, certified that the same are adequate in all material respects.

 

Present internal financial control measures are tested over time and no reportable material weakness in the design or operation was observed.

 

RISK MANAGEMENT:

 

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is the process of identifying, quantifying and managing the risks that an organization faces.

 

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The Company has in place a Risk Management Policy which is designed to enable risks to be identified, assessed and mitigated appropriately. The Company fulfills its legal requirements as per the Rules/Acts laid down in the statute and improving work place safety continues to be the top priority. As of now the Directors do not envisage any element of risk which may threaten the existence of the company.

 

EMPLOYEE RELATIONS / HUMAN RESOURCE DEVELOPMENT:

 

The Company places great value on the well being of its employees. Our services and our technology are delivered and utilized by our staff. It remains the Company’s highest priority to maintain excellent and cordial personnel relations.

 

At the end of an exceptional financial year, the Directors express their appreciation and gratitude to the entire team of employees for their incredible dedication and commitment to achieving the goals of the Company.

 

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

 

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:

 

A. Conservation of Energy

 

The Company does not carry out any manufacturing activities requiring consumption of energy.

 

B. Technology Absorption:

 

i)Efforts made towards technology absorption: The company has invested heavily in technology infrastructure to create differentiated delivery capabilities, quality services and customized solutions for clients.

 

ii)Benefits derived from product improvement, cost reduction, product development or import substitution: Not applicable

 

iii)In case of imported technology: The Company has not imported any technology during the year.

 

iv)The expenditure incurred in Research and Development: Absorbed in direct expenses and not separately measured.

 

C. Foreign exchange earnings & outgo:

 

FOREX details  2021-22   2020-21 
   InRs.’000   InRs.’000 
  Earnings:    28,90,289    4,37,124 
  a) Sale- Freight          
  Outgo:           
  a) Payment - Freight   4,59,158    1,84,662 

 

PARTICULARS OF EMPLOYEES

 

None of the employees of the Company drew remuneration in excess of the limits laid down in Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence there is nothing to report on this matter.

 

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CORPORATE SOCIAL RESPONSIBILITY:

 

The Company did not come under the ambit of the Corporate Social Responsibility, as defined under the provision of Section 135 of the Companies Act, 2013, during the financial year under report.

 

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE:

 

The Directors state that the Company has constituted an Internal Complaints Committee in accordance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Order constituting such Committee and the penal consequences of sexual harassment has been conspicuously displayed at all the workplaces of the Company. During the year under review, no cases have been filed before the said Committee,

 

GENERAL:

 

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

 

a) No loan has been granted to any employee for purchase of Company’s shares under any scheme.

 

b) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

 

c) There was no issue of shares (including sweat equity shares / ESOP / ESPS) to employees of the Company under any scheme.

 

d) Since the Company does not have any subsidiary, the matter of receiving any remuneration or commission by the Directors / Managing Director(s) from subsidiaries does not arise at all.

 

e) No fraud has been committed by the Company or by any of its officers or employees and the Auditors have not reported any fraud to the Board of Directors or to the Central Government pursuant to Section 143(12) of the Companies Act, 2013.

 

f) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

 

g) No application was made against the company, or no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year.

 

h) There was no settlement of any loan by the Company with any Bank or Financial Institution and hence providing reasons of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise.

 

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ACKNOWLEDGEMENT:

 

The Board of Directors wish to place on record its sincere appreciation for the encouragement, assistance and co-operation received from members, government authorities, banks, customers, suppliers, creditors and other business associates and for the trust reposed in the management. The Board also wishes to thank all employees for their commitment, contribution and support extended to the Company.

 

  For and on behalf of the Board of Directors
     
Place: Hongkong    
     
Dated: 27-07- 2022    
  /s/ Patrick Man Bun Lee /s/ Ping Hong Tam
  (Patrick Man Bun Lee) (Ping Hong Tam)
  Director Director
  DIN: 06728542 DIN: 06709767

 

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B M CHATRATH & CO LLP

(FORMERLY B M CHATRATH & CO.)

CHARTERED ACCOUNTANTS

LLPIN : AAJ-0682

REGD. OFFICE : CENTRE POINT, 4th FLOOR, Suite No. 440

21, HEMANTA BASU SARANI, KOLKATA - 700 001

TEL: 2248-4575/6810/9934

E-mail: bmccal@bmchatrath.in

website : www.bmchatrath.com

 

INDEPENDENT AUDITOR’S REPORT

 

TO THE MEMBERS OF

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

Report on the Audit of the Financial Statements Opinion

 

We have audited the accompanying financial statements of UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

 

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, the Profit and its cash flows for the year ended on that date.

 

Basis for Opinion

 

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

 

Information Other than the Financial Statements and Auditor’s Report Thereon

 

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report but does not include the financial statements and our Auditor’s Report thereon. The other information as identified above is expected to be made available to us after the date of this Auditor’s Report.

 

 

NOIDA :- D-26, 2nd Floor, Sector - 3, Noida - 201301 (Uttar Pradesh), Ph. No. - 0120-4593360, 0120-4593361

DELHI :- Flat No. - 9B, 45 Friends Colony East, New Delhi 110065

MUMBAI :- 104, Building No. B69, Nitin Shanti Nagar CHSL, Shanti Nagar, Sector -1, Mira Road East, Dist. - Thane, Mumbai - 401107

HYDERABAD :- Mangalgiri Vinaygar Apartments, Flat No. - 202, 8-2-616/3/E/2, Road No. 10 Banjara Hills, Pin - 500034

JAIPUR :- B-269, Janta Colony, Jaipur-302004, Ph. : 0141-2601727

 

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Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

 

If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact. We have nothing to report in this regard.

 

Management’s Responsibility for the Financial Statements

 

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 (As Amended).

 

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

 

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As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
     
  Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
     
  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
     
  Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a goingconcern.
     
  Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

 

(i) planning the scope of our audit work and in evaluating the results of our work; and

 

(ii) to evaluate the effect of any identified misstatements in the financial statements.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

 

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Report on Other Legal and Regulatory Requirements

 

1.As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure ‘A’ our report on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
  
2.As required by Section 143(3) of the Act, based on our audit we report that:

 

(a)We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

 

(b)In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

 

(c)The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account and with the returns received from the branches not visited by us.

 

(d)In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with the read with Rule 7 of the Companies (Accounts) Rules, 2014.

 

(e)On the basis of the written representations received from the directors as on March 31, 2022, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022, from being appointed as a director in terms of Section 164 (2) of the Act.

 

(f)With respect to the adequacy of the internal financial controls with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate report in Annexure ‘B’. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to financial statements.

 

(g)With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

 

This is a Private Limited Company hence the provisions of section 197 are not applicable to the Company.

 

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

 

  i) The Company does not have any pending litigations as on 31st March, 2022, hence there is no impact of pending litigations on its financial position in its financial statement on that date.
     
  ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
     
  iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year.
     
  iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested ( either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

 

 

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(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

 

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

 

v)The Company has neither proposed nor paid any dividend for the financial year, hence this sub-rule is not applicable.

 

 

/s/ B M Chatrath & Co LLP

Chartered Accountants

FRN: 301011E/E300025

   
 

 

 

Place: Kolkata

Date: 27th July,2022

Priya Aga

Partner

Membership Number 303874

UDIN: 22303874AOCRJT1785

 

 

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‘ANNEXURE - A’ TO THE AUDITORS REPORT

 

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended March 31, 2022, we report that:

 

  i. In respect of the Company’s Property, Plant and Equipment and Intangible Assets:

 

    a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
    (B) The Company has maintained proper records showing full particulars of intangible assets.
       
    b. The Company has a program of physical verification of Property, Plant and Equipment and right-of-use assets so to cover all the assets once every years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
    c. The Company does not held any Immovable Property as on 31st March 2022 and hence reporting under clause 3(i)(c) of the Order is not applicable.
    d. The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.
    e. No proceedings have been initiated during the year or are pending against the Company as at March 31, 2022 for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
       
  ii.  
    a. The Company does not have any inventory as on 31st March 2022 and hence reporting under clause 3(ii)(a) of the Order is not applicable.
    b. The Company has not been sanctioned working capital limits in excess of 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

 

  iii. The company has not made any investments in, provided any guarantee or security, or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships, or any other parties, hence, reporting under clause 3(iii) of the Order is not applicable.
     
  iv. The Company has not granted any loan or made investment or provided guarantees or securities, as applicable, as mentioned in the provisions of Sections 185 and 186 of the Companies Act, 2013. Hence, reporting under clause 3(iv) of the Order is not applicable.
     
  V. The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.

 

  vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company. Thus, reporting under clause 3(vi) of the order is not applicable to the Company.

 

 

14
 

 

  vii.    
    a. According to the information and explanations given to us and on the basis of examination of the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service tax, Goods and Service Tax, Customs duty, Excise duty, Value added tax, cess and other material statutory dues as applicable, with the appropriate authorities.

 

According to the information and explanations are given to us, no undisputed amounts payable in respect of the above items were in arrears as at 31 March, 2022 for a period exceeding six months from the date they became payable.

 

    b. According to the information and explanation given to us and the records of the Company examined by us, there are no dues of Income-Tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise duty. Value added tax as at March 31, 2022, which have not been deposited on account of dispute.

 

  viii. As per the information and explanations given to us there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

 

  ix.  
    a. The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
    b. The company has not been declared a willful defaulter by any bank or financial institution or other lenders.
    c. The term loans were applied for the purpose for which the loans were obtained, and there was no diversion of the amount of loan and the purpose for which it was used.
    d. Funds raised on short term basis, have not been utilized for the long-term purposes.
    e. The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates, or joint ventures, hence, the clause 3(ix)(e) is not applicable.
    f. The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures, or associate companies, hence, the clause 3(ix)(f) is not applicable.
  x.    
    a. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.
    b. During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

 

 

15
 

 

  xi.    
    a. No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
    b. No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.
    c. No whistleblower complaints were received by the Company during the year and upto the date of this report.

 

  xii. The Company is not a Nidhi Company and hence, reporting under clause (xii) of the Order is not applicable.
     
  xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties, and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

 

  xiv.  
    a. In our opinion the Company has an internal audit system commensurate with the size and the nature of its business.
    b. We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

 

  xv. In our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors, and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

 

  xvi.  
    a. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.
    b. the company has not conducted any Non-Banking Financial or Housing Finance activities, hence, reporting under clause 3(xvi)(b) of the Order is not applicable.
    c. In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly, reporting under clause 3(xvi)(c & d) of the Order is not applicable.

 

  xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
     
  xviii. There has been no resignation of the statutory auditors of the Company during the year.
     
  xix. On the basis of the financial ratios, aging and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
     
  xx. The company is not covered by the Section 135 of the Companies Act, 2013, hence reporting under clause 3(xx) of the Order is not applicable.

 

 

/s/ B M Chatrath & Co LLP

Chartered Accountants

FRN: 301011E/E300025

   
 

 

Place: Kolkata

Date: 27th July,2022

Priya Agarwal

Partner

Membership Number 303874

UDIN - 22303874AOCRJT178

 

16
 

 

 

‘ANNEXURE - B’ TO THE INDEPENDENT AUDITOR’S REPORT

 

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

 

We have audited the internal financial controls over financial reporting UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED (“the Company”) as of March 31, 2022 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

 

Management’s Responsibility for Internal Financial Controls

 

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operatingeffectiveness.

 

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

 

 

17
 

 

Meaning of Internal Financial Controls over Financial Reporting

 

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

 

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Inherent Limitations of Internal Financial Controls Over Financial Reporting

 

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Opinion

 

In our opinion, and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

 

 

/s/ B M Chatrath & Co LLP

Chartered Accountants

FRN: 301011E/E300025

   
 

 

Place: Kolkata

Date: 27th July,2022

Priya Agarwal

Partner

Membership Number 303874

UDIN - 22303874AOCRJT1785

 

18
 

 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

BALANCE SHEET AS AT 31 MARCH 2022

 

   Note No.  

As at

31st March, 2022

Amount (Rs.’000)

  

As at

31st March, 2021

Amount (Rs.’000)

 
I. EQUITY AND LIABILITIES            
1. Shareholders’ Funds            
(a) Share Capital   2    13,086    13,086 
(b) Reserves and Surplus   3    1,23,918    77,218 
         1,37,004    90,304 
2. Non-Current Liabilities               
(b) Long-Term Borrowings   4    1,231    421 
(b) Long-Term Provisions   5    22,141    16,816 
         23,372    17,237 
3. Current Liabilities               
(a) Short-Term Borrowings   6    860    331 
(b) Trade Payables   7    8,74,349    2,96,025 
(c) Other Current Liabilities   8    11,142    8,433 
(d) Short-Term Provisions   9    33,265    21,810 
         9,19,616    3,26,599 
         10,79,992    4,34,140 
II. ASSETS               
1. Non-Current Assets               
(a) Property, Plant & Equipment & Intangible Assets               
(i) Property, Plant & Equipment        5,479    4,344 
(ii) Intangible Assets   10    -    1 
(iii) Capital Work in Progress        -    - 
         5,479    4,345 
(c) Deferred Tax Assets (net)   11    4,313    1,997 
(d) Long-Term Loans and Advances   12    30,512    34,730 
         34,825    36,727 
2. Current Assets               
(a) Trade Receivables   13    8,69,657    3,64,546 
(b) Cash and Cash Equivalents   14    1,00,512    4,351 
(c) Short-Term Loans and Advances   15    993    424 
(d) Other Current Asset   16    68,526    23,747 
         10,39,688    3,93,068 
         10,79,992    4,34,140 
Significant Accounting Policies   1    1      

 

The accompaying notes are an integral part of the financial statements.

 

In terms of our report attached

 

For B M CHATRATH & CO LLP

CHARTERED ACCOUNTANTS

Firm Registration No. 301011E/E300025

For UNIQUE LOGISTICS INTERNATIONAL
(INDIA) PRIVATE LIMITED

 

       

 

Priya Agarwal
Partner

Membership Number 303874

Place: KOLKATA

Date: 27.07.2022

 

PATRICK MAN BUN LEE
Director

DIN: 06728542

 

PING HONG TAM

Director

DIN:06709767
Place: HONGKONG

Date: 27.07.2022

 

19
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2022

 

  

Note

No.

   For the year ended 31st March, 2022 Amount (Rs.’000)   For the year ended 31st March, 2021 Amount (Rs.’000) 
I. INCOME            
(a) Revenue from Operations (Gross)   17    56,13,830    21,18,465 
(b) Other Income   18    3,868    1,768 
Total Income        56,17,698    21,20,233 
                
II. EXPENSES               
                
(a) Operating Expenses   19    53,34,117    19,10,059 
(b) Employee Benefits Expense   20    1,79,459    1,54,278 
(c) Finance Cost   21    181    392 
(d) Depreciation and Amortisation Expense   22    2,443    1,720 
(e) Other Expenses   23    42,035    39,247 
Total Expenses        55,58,235    21,05,696 
                
III. Profit Before Exceptional and Extraordinary Items and Tax (I-II)        59,463    14,537 
                
Exceptional Items        -    - 
                
IV. Profit Before Extraordinary Items and Tax        59,463    14,537 
                
Extraordinary Items        -    - 
                
V. Profit Before Tax        59,463    14,537 
VI. Tax Expense:               
(a) Current Tax   24    15,078    4,061 
(b) Deferred Tax Expense / (Income)   25    (2,315)   551 
         12,763    4,612 
VH. Profit After Taxation (V-VI)        46,700    9,925 
                
Basic and diluted Earning per Share (in Rs.)   26    35.69    7.58 
                
Significant Accounting Policies   1           

 

The accompaying notes are an integral part of the financial statements.

 

In terms of our report attached

 

For B M CHATRATH & CO LLP

CHARTERED ACCOUNTANTS

Firm Registration No. 301011E/E300025

For UNIQUE LOGISTICS INTERNATIONAL
(INDIA) PRIVATE LIMITED

 

       

 

Priya Agarwal
Partner

Membership Number 303874

Place: KOLKATA

Date: 27.07.2022

 

PATRICK MAN BUN LEE
Diector

DIN: 06728542

 

PING HONG TAM

Director

DIN:06709767
Place: HONGKONG

Date: 27.07.2022

 

20
 

 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH 2022

 

Particulars  For the year ended
31st March, 2022 Amount (Rs.’000)
   For the year ended
31st March, 2021 Amount (Rs.’000)
 
I. CASH FLOW FROM OPERATING ACTIVITIES          
Profit before exceptional items and tax as per statement of profit and loss   59,463    14,537 
    -    - 
Adjustment for: Depreciation and amortisation expenses   2,443    1,720 
Fixed Asset Written off   4    - 
Finance cost   181    - 
Provision for Bad and Doubtful debts   1,200    - 
Interest Income   (721)   - 
Liabilities no longer required written back   (1,062)   - 
Operating Profit before working capital changes   61,509    16,256 
           
Adjustment for: (Increase) / Decrease in Trade Receivables   (5,06,310)   (61,408)
(Increase)/ Decrease in Short-Term Loans and Advances   (569)   4,110 
(Increase) / Decrease in Long term loans & advances   (382)   489 
(Increase) / Decrease in TDS Receivable   -    (4,864)
(Increase) / Decrease in Other Current Assets   (609)   2,685 
Increase / (Decrease) in Trade Payables   5,79,387    57,644 
Increase / (Decrease) in Other Current Liabilities   2,709    (10,938)
Increase/ (Decrease) in Long-Term Provisions   1,264    8,272 
Increase / (Decrease) in Short-Term Provisions   437    (8,479)
Cash generated from operation   1,37,436    3,768 
Less: Income tax paid (net of refund)   (39,332)   - 
           
Net cash flows generated from operating activities after exceptional items   98,104    3,768 
           
II. CASH FLOW FROM INVESTING ACTIVITIES          
Purchase of Property, Plant & Equipment   (3,697)   (2,645)
Sale of Proprty, plant & equipment   115    - 
Investment in Fixed Deposits   (15,500)   - 
Interest Income   480    - 
Net cash used in investing activities   (18,602)   (2,645)
           
III. CASH FLOW FROM FINANCING ACTIVITIES          
Increased / (Decrease) in Long Term Borrowings   810    (331)
Increased / (Decrease) in Short Term Borrowings   530    - 
Finance Cost paid   (181)   - 
Net cash used in financing activities   1,159    (331)
NET INCREASE / (DECREASE) IN CASH AND BANK BALANCE (I+H+HI)   80,661    792 
Add: Cash and equivalent at the beginning   4,351    3,559 
Cash and equivalent at the end of the year   85,012    4,351 
           
Cash and cash equivalent as per above comprises of the following          
Cash Balances   51    6 
Bank Balances   44,961    4,345 
In deposit accounts with original maturity of less than 3 months   40,000    - 
Balance as per statement of cash flow   85,012    4,351 
Significant Accounting Policies (Note -1)          

 

The accompaying notes are an integral part of the financial statements.

 

In terms of our report attached

 

For B M CHATRATH & CO LLP

CHARTERED ACCOUNTANTS

Firm Registration No. 301011E/E300025

For UNIQUE LOGISTICS INTERNATIONAL
(INDIA) PRIVATE LIMITED

 

       

 

Priya Agarwal
Partner

Membership Number 303874

Place: KOLKATA

Date: 27.07.2022

 

PATRICK MAN BUN LEE
Director

DIN: 06728542

 

PING HONG TAM
Director

DIN:06709767
Place: HONGKONG

Date: 27.07.2022

 

21
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

NOTE - 1: SIGNIFICANT OF ACCOUNTING POLICIES

 

A Basis of Preparation

 

The Financial Statements of UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED have been prepared in conformity with Generally Accepted Accounting Principles, to comply in all material respects with the Accounting Standards notified by the Companies (Accounting Standards) Rules, 2015 (as amended) and the relevant provisions of the Companies Act, 2013. The Financial Statements have been prepared under the historical cost convention and on Accrual Basis. The accounting policies have been constantly applied by the Company and are consistent with those used in the previous years.

 

B Property, Plant & Equipment & Intangible Assets

 

Property, Plant & Equipment have been stated at cost of acquisition less accumulated depreciation. The cost includes all expenses incurred to bring the asset to its working condition for the intended use.

 

Intangible Assets are stated at cost of acquisition less accumulated amortisation. The cost includes all expenses incurred to bring the asset to its working condition for the intended use.

 

C Depreciation

 

Depreciation on own assets is provided on Written Down Value Method at the following rates prescribed under Schedule II of the Companies Act, 2013. Disclosure of useful file:

 

  a) Motor Vehicle 8 Years
  b) Computer 3 Years
  c) Office Equiptment 5 Years
  d) Furniture & Fixture 10 Years

 

The depreciation of assets privided during the year has been charged on pro-rata basis as per Rate Prescribed Act under Schedule II of the Companies Act, 2013.

 

Intangible assets is amortised across a period not exceeding 5 years based on estimated useful life of the asset.

 

D Use of Estimates

 

The preparation of Financial Statements requires management to make estimates and assumptions that affect the reported amounts of Assets and Liabilities and disclosure of contingent liabilities at the date of Financial Statements and results of operations during the reporting year end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

 

E Revenue Recognition

 

Revenue from transactions is usually recognized at the completion of service on an accrual basis. This is consistent with the “Completed Service Contract Method” as mentioned in Para 7. l (ii) of Accounting Standard 9, issued by the Institute of Chartered Accountants of India.

 

F Trade Receivable

 

Where ever necessary provision has been taken on Trade Receivables by the Company.

 

 

22
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

NOTE -1: SIGNIFICANT OF ACCOUNTING POLICIES

 

G Foreign Currency Transactions

 

Transactions in Foreign Currencies are initially recorded at their respective functional currency (i.e. Indian Rupee) spot rates at the date the transaction first qualifies for recognition.

 

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates if exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit and loss.

 

Non-monetary items are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the date of the initial transactions.

 

Exchange differences arising on translation / settlement of foreign currency monetary items are recognized as income or expenses in the period in which they arise.

 

H Cash Flow Statement

 

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past of future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated in the Cash Flow Statement.

 

I Employee Benefits (Defined Employee Benefit Plans unser AS 15)

 

(i) Short-term employee benefits

 

Employee benefits payable wholly within twelve months of availing employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted anount of short term employee benefits such as salaries and wages, bonus and ex-gratia to be paid in exchange of employee services are recognized in the period in which the employee renders the related service.

 

(ii) Post-employee benefits

 

Defined contribution plans:

 

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributins to a separate entity and has no oligation to pay any further amounts. The company makes specified monthly contribution towards Provident Fund and Employees State Insurance Corporation (ESIC). The contribution in recognized as an expense in the Statement of Profit and Loss during the period in which employee renders the related service. There are no other obligations other than the contribution payable to the Provident Fund and Employee State Insurance Scheme.

 

Defined benefit plan:

 

Gratuity liability, wherever applicable, is provided for on the basis of an actuarial valuation done as per projected unit credit method, carried out by an independent actuary at the end of the year. The Companys’ gratuity benefit scheme is a defined benefit plan.

 

 

23
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

NOTE - 1: SIGNIFICANT OF ACCOUNTING POLICIES

 

J Tax Expenses

 

Tax Expenses Comprises Convert & Deferred Taxes. Convert Taxes are determined based on respective Taxable Income of each Taxable Entity & Tax Rules applicable for respective Tax Jurisdictions.

 

Deferred Tax is recognized on timing difference being the difference between Taxable Income & Accounting Income the originate in one period & are capable of reversal in one or more subsequent periods.

 

Deferred Tax Assets & Liabilities are measured based on Tax Rates that are expected to apply in the period when asset is realized or the liability is settled, based on Tax Rates & Tax Laws that have been enacted by the Balance Sheet date.

 

K Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outfow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed.

 

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passenger of time is recognized as a finance cost.

 

L Earnings per Share

 

Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity shares by the number of Equity Shares.

 

M Contingent Liablities

 

A contingent liability is a possible obligation that arises from the past events whose existence will be confirmed by the occurrence of one or mone uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be requied to settle the obligation. A contingent liability also arises in extreme rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognized a contingent liability but discloses its existence in the Financial Statements.

 

For B M CHATRATH & CO LLP

CHARTERED ACCOUNTANTS

Firm Registration No. 301011E/E300025

For UNIQUE LOGISTICS INTERNATIONAL
(INDIA) PRIVATE LIMITED

 

       

 

Priya Agarwal
Partner

Membership Number 303874

Place: KOLKATA

Date: 27.07.2022

 

PATRICK MAN BUN LEE
Director

DIN: 06728542

 

PING HONG TAM

Director

DIN:06709767
Place: HONGKONG

Date: 27.07.2022

 

24
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH, 2022

 

Note - 2: Share Capital

 

Particulars  As at
31st March, 2022
   As at
31st March, 2021
 
   Number of
shares
   Amount
(Rs.’000)
   Number of
shares
   Amount
(Rs.’000)
 
A. Authorised Capital                    
2000000 Equity Shares of Rs.10/- each   2000000    20,000    2000000    20,000 
B. Issued , Subscribed and Paid up Capital                    
Opening Balance at the beginning of the year   1308631    13,086    1308631    13,086 
Add: Addition during the year   -    -    -    - 
Closing Balance
(1308631 number of Equity Shares @ Rs. 10/- each)
   1308631    13,086    1308631    13,086 
Total   1308631    13,086    1308631    13,086 

 

2 (a) The Company has one class of Shares having par value of Rs. 10/- each. Each Equity Shareholder is eligible for 1 vote per share held. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company.

 

2 (b) Reconciliation of Shares Outstanding:

 

Particulars  As at
31st March, 2022
   As at
31st March, 2021
 
   Number of
shares
   Amount
(Rs.’000)
   Number of
shares
   Amount
(Rs.’000)
 
Equity Shares outstanding at the beginning of the Period   1308631    13,086    1308631    13,086 
Equity Shares outstanding at the end of the Period   1308631    13,086    1308631    13,086 

 

 

2 (c) Equity Shares held by the Holding Company. The detail is given below:

 

Particulars  As at
31st March, 2022
   As at
31st March, 2021
 
   Number of
shares
   Percentage
(%)
   Number of
shares
   Percentage
(%)
 
Unique Logistics Holdings Limited   850261    65    850261    65 

 

2 (d) Disclosure of Shareholders holding more than 5 percent share in the Company:

 

Particulars  As at
31st March, 2022
   As at
31st March, 2021
 
   Number of
shares
   Percentage
(%)
   Number of
shares
   Percentage
(%)
 
Unique Logistics Holdings Limited   850261    65    850261    65 
Frangipani Trade Services, INC., USA   458370    35    458370    35 

 

2 (e) Equity Shares held by the Promoters. The detail is given below:

 

Particulars  As at
31st March, 2022
   As at
31st March, 2021
   Change during the year 
   Number of shares   Percentage
(%)
   Number of
shares
   Percentage
(%)
   Percentage (%) 
Unique Logistics Holdings Limited   850261    65    850261    65    - 
Frangipani Trade Services, INC., USA   458370    35    458370    35    - 

 

2 (f) No Shares have been reserved for issue under Option and Contracts/ Commitments for the sale of shares/ Disinvestment as at the Balance Sheet date.

 

2 (g) No Shares have been allotted by way of Bonus share or pursuant to contracts or has been bought back by the Company

during the period of five years preceding the date at which the Balance Sheet is prepared.

 

2 (h) No convertible securities have been issued by the Company during the year.

 

2 (i) No calls are unpaid by any Director, an Officer of the Company during the year.

 

 

25
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH, 2022

 

Note - 3: Reserves and Surplus

Particulars 

As at 

31st March, 2022 Amount (Rs.’000)

  

As at

31st March, 2021 Amount (Rs.’000)

 
(a) Securities Premium Reserve          
Balance Brought Forward   8,183    8,183 
Closing Balance   8,183    8,183 
(b) Surplus in the Statement of Profit and Loss          
Opening Balance as per Statement   69,035    59,110 
Add: Profit / (Loss) during the year   46,700    9,925 
Closing Balance   1,15,735    69,035 
Total (a+b)   1,23,918    77,218 

 

Note - 4: Long Term Borrowings

 

Particulars 

As at

31st March, 2022 Amount (Rs.’000)

  

As at

31st March, 2021 Amount (Rs.’000)

 
Secured Loan          
HDFC Bank Car Loan - Secured against Hypothecation of Car, repaybale in 3 years from date of purchase   2091    752 
Less: Current maturity of HDFC Car Loan, repayable within 12 months   860    331 
Total   1,231    421 

 

Note - 5; Long-Term Provisions

 

Particulars 

As at

31st March, 2022 Amount (Rs.’000)

  

As at

31st March, 2021 Amount (Rs.’000)

 
Provision for Emnlpyee Benefits:          
Provision for Gratuity   10,804    9,540 
Other Provision:          
Provision for Taxation   11,337    7,276 
Total   22,141    16,816 

 

Note - 6; Short Term Borrowings

 

Particulars 

As at

31st March, 2022 Amount (Rs.’000)

  

As at

31st March, 2021 Amount (Rs.’000)

 
Current Matuirtv Of Car Loan          
HDFC Bank Car Loan - Secured against Hypothecation of Car, repaybale in 3 years from date of purchase   860    331 
Total   860    331 

 

Note - 7: Trade Pavables

 

Particulars 

As at

31st March, 2022 Amount (Rs.’000)

  

As at

31st March, 2021 Amount (Rs.’000)

 

Dues to Micro, Medium and Smail Enterprises

   

-

    

-

 
Trade Payables (Not being covered under Micro, Small St Medium          
Enterprises Development Act, 2006):          
-Related Parties   1,36,300    88,154 
-Others   7,38,049    2,07,871 
Total   8,74349    2,96,025 

 

In absence of any specific information available with the Company’ from suppliers regarding their status under the Micro Small and Medium Enterprise Development Act, 2006, no disclosure have been considered necessary in this regard as at 31 st March, 2022.

 

 

26
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

NOTES TO FINANCIAL STATEMENTS AS AT 31 ST MARCH, 2022

 

7 (a) Trade Payables ageing schedule 2021-22:

 

Particulars  Outstanding for following period from the date of the Transaction(Rs.’000] 
   Less than l year   1-2 Years   2-3 Years  

More than

3 Years

  

Total

 
MSME   -    -    -    -    - 
Others   8,67,757    5,381    179    1,032    8,74,349 
Disputed Dues-MSME   -     -   -    -    - 
Disputed Dues-Others   -    -    -    -    - 

 

7 (b) Trade Payables ageing schedule 2020-21:

 

Particulars  Outstanding for following period from the date of the Transaction (Rs.’000) 
   Less than l year   1-2 Years   2-3 Years   More than 3 Years   Total 
MSME   -    -    -    -    - 
Others   2,85,702    8,961    1,362    -    2,96,025 
Disputed Dues-MSME   -    -    -    -    - 
Disputed Dues-Others   -    -    -    -    - 

 

Note - 8: Other Current Liabilities

 

   As at   As at 
Particulars  31st March, 2022   31st March, 2021 
    Amount (Rs.’000)    Amount (Rs.’000) 
Statutorv_Liabilities          
Statutory Dues   10,671    7,975 
Outstanding liability          
Audit Fees   471    458 
Total   11,142    8,433 

 

Note - 9: Short-Term Provisions

 

Particulars 

As at 

31st March, 2022 Amount (Rs.’000)

  

As at 

31st March, 2021 Amount (Rs.’000)

 
Provision for Income Tax:          
Provision for Income Tax Current year   15,078    4,061 
Provision for Employee Benefits:          
Gratuity   1,167    2,102 
Leave Encashment   2,054    - 
Bonus & Ex-Gratia   4,849    4,560 
LTA   459    733 
Salaries   8,486    8,889 
Medical Reimbursement   537    872 
Other Provision:          
Others   635    593 
Total   33,265    21,810 

 

27
 

 

 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

 

NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH, 2022

 

Note - 10: Property, Plant & Enuipment & Intangible Assets

 

Description of assets  Original Cost(Rs.’OOO)   Depreciation/Amortisation(Rs.’000)   Net Block(Rs.’000) 
   Balance As At 1st April, 2022  

Additions

 

During The Period

  

Sold/

 

Written-off During The Period

  

Balance As At

 

31st March, 2022

   Balance As At 1st April,2022   For The Period  

Depreciation for Assets

 

Sold/Written off During The Period

   Balance As At 31st March, 2022  

Balance As At

 

31st March, 2022

   Balance As At 31st March, 2021 
PROPERTY PLANT &                                                  
EOVIPMENT                                                  
Motor Vehicle   3,628    2,069    1,410    4,287    2,639    509    1,295    1,854    2,433    988 
Computer   9,205    1,332    138    10,399    8,054    1,158    137    9,075    1,324    1,150 
Office Equipment   1,972    120    28    2,065    1,404    286    24    1,666    398    568 
Furniture & Fixture   4,272    147    -    4,419    2,635    460    -    3,095    1,324    1,637 
Total   19,076    3,668    1,575    21,169    14,733    2,414    1,456    15,690    5,479    4,344 
INTANGIBLE ASSETS                                                  
Software Internet Security   252    29    -    281    251    30    -    281    0    1 
Total   19,328    3,697    1,575    21,450    14,984    2,443    1,456    15,971    5,479    4,344 
Previous Year Figure   16,770    2,778    220    19,328    13,351    1,720    86    14,984    4,344    3,419 

 

 

Note: The Company does not hold any Benami Property and does not have any proceedings initiated or pending for holding benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988).

 

28
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH, 2022

 

Note - 11: Deferred Tax Assets

 

Particulars  As at
31st March, 2022
Amount
(Rs.’OOO)
   As at
31st March, 2021
Amount
(Rs.’000)
 
Deferred Tax Assets on        
Bonus        1,147 
Gratuity   3,012    529 
Provision for Doubtful Debts   326    302 
Depreciations   975    19 
Net Deferred Tax Asset I (Liability)   4,313    1,997 

 

Note - 12: Long-Term Loans and Advances

 

Particulars  As at
31st March, 2022
Amount
(Rs.’000)
   As at
31st March, 2021
Amount
(RsJOOO)
 
Unsecured considered Good        
Security Deposit   5,463    5,081 
TDS Receivable   25,049    29,649 
Total   30.512    34,730 

 

Note - 13; Trade receivables

 

Particulars 

As at

31st March, 2022

Amount

(Rs.’000)

  

As at

31st March, 2021

Amount

(Rs.’OOO)

 
Trade Receivables
          
Unsecured Considered Good *   8,69,657    3,64,546 
Unsecured Considered Doubtful   1,296    1,259 
Less: Provision for Doubtful Debts   1,296    1,259 
Total   8,69,657    3,64,546 

 

*(includes Rs. 488,929 Thousand in 2021-22 and

Rs. 67,022 Thousand in 2020-21 due to related parties)

 

13 (a) Trade Receivables ageing schedule: (FY: 2021-221

 

   Outstanding for following period from the date of the Transaction(Rs.’OOO)     
Particulars  Less than 6
Months
   6 Months to 1
Year
  

1-2

Years

   2-3 Years   More Than 3
Years
   Total 
i) Undisputed Trade Receivables - Considered Good.   2,01,788    6,67,737    122    10         8,69,657 
ii) Undisputed Trade Receivables - Considered doubtful.   8    783    461    45    -    1,296 
ii) Disputed Trade Receivables - Considered Good.                              
ii) Disputed Trade Receivables - Considered doubtful.                              
Total   2,01,796    6,68,520    583    55    -    8,70,953 
Less: Provision for Doubtful Debts                            1,296 
Total Trade Receivables                            8,69,657 

 

13 (bi Trade Receivables ageing schedule: (FY: 2020-211

 

   Outstanding for following period from the date of the Transaction(Rs,’000)     
Particulars  Less than 6
Months
   6 Months to 1
Year
   1-2 Years   2-3 Years   More Than 3
Years
   Total 
i) Undisputed Trade Receivables - Considered Good.   3,63,435    1,111         -    -    3,64,546 
ii) Undisputed Trade Receivables - Considered doubtful.        737    522         -    1,259 
ii) Disputed Trade Receivables - Considered Good.        0                     
ii) Disputed Trade Receivables - Considered doubtful.                              
Total   3,63,435    1,848    522    -    -    3,65,805 
Less: Provision for Doubtful Debts                            1,259 
Total Trade Receivables                            3,64,546 

 

 

29
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH, 2022

 

Note - 14: Cash and Cash Equivalents

 

Particulars 

As at

31st March, 2022

Amount

(Rs.’000)

  

As at

31st March, 2021

Amount

(Rs.’000)

 
Cash and Bank Balances          
Balances with Banks          
In current accounts   42,270    4,345 
In deposit accounts with original maturity of less than 3 months   40,000    - 
Cheque in hand   2,691      
Cash in hand   51    6 
Others Bank Balances          
Bank deposit with original maturity of more than 3 months   15,500    - 
Total   1,00,512    4,351 

 

Note - 15: Short-Term Loans and Advances

 

Particulars 

As at

31st March, 2022

Amount

(Rs.’000)

  

As at

31st March, 2021

Amount

(Rs.’000)

 
(Unsecured, Considered Good)          
Staff Advance   993    424 
Total   993    424 

 

Note - 16: Other Current Asset

 

Particulars 

As at

31st March, 2022

Amount

(Rs.’000)

  

As at

31st March, 2021

Amount

(Rs.’000)

 
(Unsecured, Considered Good)          
Interest accrued on Bank deposit   241    - 
Prepaid Expenses   1,183    1,061 
Amount receivable from Government Authorities   65,068    18,402 
Advance Paid to Suppliers   2,035    4,284 
Total   68,527    23,747 

 

 

30
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

Note -17; Revenue from Operations

 

Particulars 

For the year ended
31st March, 2022

Amount (Rs.’000)

  

For the year ended
31st March, 2021

Amount (Rs.’000)

 
Services          
Logistic Services provided to customer   56,13,830    21,18,465 
Total   56,13,830    21,18,465 

 

Note - 18: Other Income

 

Particulars 

For the year ended

31st March, 2022

Amount (Rs.’000)

  

For the year ended

31st March, 2021

Amount (Rs.’000)

 
Interest Income          
Interest on Income Tax Refund    480    1,113 
Bank Interest Income   241    - 
Other Non-Operating Income          
Other Income   1,062    655 
Foreign Exchange Difference (Net)   2,085    - 
Total   3,868    1,768 

 

Note -19: Operating Expenses

 

Particulars 

For the year ended

31st March, 2022

Amount (Rs.’000)

  

For the year ended

31st March, 2021

Amount (Rs.’000)

 
Direct Expenses   53,34,117    19,10,059 
Total   5334,117    19,10,059 

 

Note - 20: Employee Benefits Expense

 

   For the year ended   For the year ended 
  31st March, 2022   31st March, 2021 
Particulars  Amount (Rs.’000)   Amount (Rs.’000) 
Salaries & Wages   1,67,773    1,35,359 
Contribution to Gratuity   2,421    10,605 
Contribution to Provident Fund & ESI   7,513    7,286 
Staff Welfare Expenses   1,752    1,028 
Total   1,79,459    1,54,278 

 

Note - 21: Finance Cost

 

Particulars 

For the year ended
31st March, 2022

Amount (Rs.’000)

  

For the year ended
31st March,2021

Amount (Rs.’000)

 
Interest on HSBC Bank Over Draft   95    312 
Interest A/C -Company Car loan   86    80 
Total   181    392 

 

Note - 22: Depreciation & Amortisation Expense

 

Particulars 

For the year ended

31st March, 2022 Amount (Rs.’000)

  

For the year ended

31st March, 2021 Amount (Rs.’000)

 
Depreciation for the year   2,443    1,720 
Total   2,443    1,720 

 

 

31
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

Note - 23: Other Expenses

 

Particulars 

For the year ended

31st March, 2022

Amount (Rs.’000)

  

For the year ended

31st March, 2021

Amount (Rs.’000)

 
Advertising   55    7 
Audit Fees   471    685 
Bank Charges   1,866    886 
Provision for Bad and Doubtful debts   1,200    1,200 
Brokerage and Commission   -    140 
Asset Written off   4    128 
Business Promotion   349    22 
Car Hire Charges   156    10 
Cleaning   1,130    991 
Consultancy   650    1,598 
Conveyance   1,218    825 
Courier   573    634 
Subscriptions   702    661 
Electricity   2,370    2,025 
Entertainment   103    136 
Employee Fuel Expenses Reimbursement   3,245    2,961 
Foreign Exchange Difference (Net)   -    93 
Insurance   180    182 
Insurance Overseas   655    682 
Penalty   7    - 
Legal & professional Fees   1,040    978 
Office Expenses   491    451 
Printing & Stationary   1,827    1,819 
Professional Tax (Company)   28    16 
Rent   16,775    14,080 
Repairs & Maintenance - Computer Maintenance   1,344    1,072 
Repairs & Maintenance - Others   3,267    3,896 
Integrated GST Expenses   -    319 
Taxes / Licenses   25    16 
Telephone and Internet   1,527    1,568 
Training   -    59 
Travelling Expenses   768    332 
Misc.Expenses   9    13 
Manpower Supply service   -    440 
Interest & Penalty-GST   -    322 
Total   42,035    39,247 

 

Note - 24: Current Tax

 

Particulars 

For the year ended

31st March, 2022

Amount (Rs.’000)

  

For the year ended

31st March, 2021

Amount (Rs.’000)

 
Provision for Taxation   15,078    4,061 
Total   15,078    4,061 

 

Note - 25: Deferred Tax Expense / (Income)

 

Particulars 

For the year ended

31st March, 2022 Amount (Rs.’000)

  

For the year ended

31st March, 2021

Amount (Rs.’000)

 
Deferred Tax Expense / (Income)   (2,315)   551 
Total   (2,315)   551 

 

Note - 26; Earning Per Share

 

Particulars 

For the year ended

31st March, 2022

Amount (Rs.’000)

  

For the year ended

31st March, 2021

Amount (Rs.’000)

 
Basic          
(i) Weighted average number of Equity Shares of Rs. 10 each outstanding during the period   13,08,631    13,08,631 
(ii) Net Profit/(Loss) for the year   46,700    9,925 
(iii) Basic Earnings per Share [(ii) / (i)]   35.69    7.58 

 

 

32
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

Note - 27: Micro, Small & Medium Enterprise

 

As per the information and records available with the Company there is no micro, small & medium enterprises as defined in the Micro, Small & Medium Enterprises Development Act, 2006, to whom the Company owes any amount of principal together with interest. Therefore, no additional disclosure is made.

 

Note - 28: Related Party Disclosure under Accounting Standard — 18

 

List of Related Parties

 

(a) Key Managerial Personnel Sudhershan Sharma
   
(b) Holding Company Unique Logistics Holdings Limited
   
(*c) Fellow Subsidiaries Unique Logistics International (H.K.) Limited
  PT Unique Logistics International Indonesia TGF Unique Limited
  Unique Logistics International (SIN) Pte Ltd
  Unique Logistics International (NYC), LLC - Charlotte Branch
  Unique International Logistics (M) Sdn Bhd
  Unique Logistics International (ATL), LLC
  ULI (North & East China) Co. Ltd. - Shangai
  Unique Logistics International (BOS), INC
  Unique Logistics Inti (NYC) LLC - Houston Branch
  Unique Logisctics ( Korea) Co. Ltd.
  Unique Logistics International (Vietnam) Co. Ltd.
  Unique Freight Solutions (Thailand) Co. Ltd.
  Shenzhen Unique Logistics International Limited Unique
  Logistics Inti (South China) Ltd-Xiamen Branch
  Unique Logistics International (Shanghai) Co., Ltd
  ULI International Company Limited
  Unique Logistics International (NYC) LLC.
  Unique Logistics International (NYC) LLC-Chicago
  Unique Logistics International (NYC), LLC - Los Angles
  Unique Logistics International (LAX) Inc.

 

 

33
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

Details of Transactions with Related Parties

 

Name of Related Party  Nature of Transactions/Baiances 

As at /Year

ended 31st

March

2022(‘000)

  

As at /Year

ended 31st

March

2021(‘000)

 
  Purchase   -    - 
   Sales   2,805    1,911 
SHENZHEN UNIQUE LOGISTICS INT’L LTD.  AR Outstanding at the end of the year Dr./(Cr.)   443    295 
   AP Outstanding at the end of the year Dr./(Cr.)   -    - 
  Purchase   1,539    1,044 
   Sales   5,256    3,447 
TGF UNIQUE LIMITED  Trade Receivable as at the end of the year   1,654    2,059 
   Trade Payable as at the end of the year   42    - 
  Purchase  4,279   1,234
   Sales   47    33 
ULI INTERNATIONAL COMPANY LIMITED  Trade Receivable as at the end of the year   25    16 
   Trade Payable as at the end of the year   247    994 
  Purchase  4,950   1,536
   Sales   1    56,969 
UU (NORTH & EAST CHINA) CO LTD  Trade Receivable as at the end of the year   -    2 
   Trade Payable as at the end of the year   3,249    168 
  Purchase  455   1,956
   Sales   -    10 
UNIQUE FREIGHT SOLUTIONS (THAILAND) CO., LTD.  Trade Receivable as at the end of the year   10    10 
   Trade Payable as at the end of the year   412    387 
  Purchase  366   271
   Sales   469    83 
UNIQUE LOGISTICS INTERNATIONAL (SIN) PTE. LTD.  Trade Receivable as at the end of the year   91    -34 
   Trade Payable as at the end of the year   46    79 
  Purchase  2   310
   Sales   21    43 
UNIQUE INTL LOGISTICS (M) SDN. BHD. - KUL  Trade Receivable as at the end of the year   21    16 
   Trade Payable as at the end of the year   -    103 
  Purchase  -   3,048
   Sales   35,756    - 
UNIQUE LOGISTICS INTL (NYC), LLC - ATLANTA BRANCH  Trade Receivable as at the end of the year   34,740    13,143 
   Trade Payable as at the end of the year   -    3,048 
  Purchase  184   3
   Sales   96,581    10,371 
UNIQUE LOGISTICS INTL (NYC), LLC - BOS BRANCH  Trade Receivable as at the end of the year   91,389    20,855 
   Trade Payable as at the end of the year   -    - 
  Purchase  -   42
   Sales   32,382    4,769 
UNIQUE LOGISTICS INTL (NYC), LLC - CHARLOTTE BRANCH  Trade Receivable as at the end of the year   31,162    124 
   Trade Payable as at the end of the year   -    - 
  Purchase  3,985   -
   Sales   -    - 
UNIQUE LOGISTICS HOLDINGS LIMITED - GMT / OC  Trade Receivable as at the end of the year   -    - 
   Trade Payable as at the end of the year   890    242 
  Purchase  6,030   13,888
   Sales   1,395    23,492 
UNIQUE LOGISTICS INTL (H.K.) LTD  Trade Receivable as at the end of the year   1    47 
   Trade Payable as at the end of the year   1,181    1,107 
  Purchase  -   -
   Sales   312    - 
UNIQUE LOGISTICS INTL (NYC) LLC - HOUSTON BRANCH  Trade Receivable as at the end of the year   312    - 
   Trade Payable as at the end of the year   -    - 
  Purchase  299   2,014
   Sales   1,841    - 
PT. UNIQUE LOGISTICS INTERNATIONAL INDONESIA  Trade Receivable as at the end of the year   -    1,308 
   Trade Payable as at the end of the year   -    1,893 
  Purchase   -    1,183 
   Sales   63,186    33 
UNIQUE LOGISTICS INTL (LAX) INC  Trade Receivable as at the end of the year   -    - 
   Trade Payable as at the end of the year   -    - 
  Purchase   2,241    297 
   Sales   58,029    98 
UNIQUE LOGISTICS INTERNATIONAL (NYC), LLC - LOS ANGLES  Trade Receivable as at the end of the year   51,257    16,334 
   Trade Payable as at the end of the year   1,990    152 
  Purchase   72,945    38,904 
   Sales   22,14,801    1,47,614 
UNIQUE LOGISTICS INTL (NYC), LLC  Trade Receivable as at the end of the year   1,77,841    40,018 
   Trade Payable as at the end of the year   1,27,944    77,963 
  Purchase  1,147   1,668
   Sales   1,24,771    1,332 
UNIQUE LOGISTICS INTL (NYC), LLC - CHICAGO BRANCH  Trade Receivable as at the end of the year   99,766    48,289 
   Trade Payable as at the end of the year   286    1,189 
  Purchase  782   1,224
   Sales   -    24,318 
UNIQUE LOGISTICS (KOREA) CO., LTD.  Trade Receivable as at the end of the year   -    - 
   Trade Payable as at the end of the year   -    781 
  Purchase  -   456
   Sales   83    17,934 
UNIQUE LOGISTICS INTERNATIONAL (VIETNAM) CO., LTD.  Trade Receivable as at the end of the year   36    - 
   Trade Payable as at the end of the year   -    - 
  Purchase  258   -
   Sales   8,762    - 
UNIQUE LOGISTICS INTERNATIONAL (SHANGHAI) CO., LTD  Trade Receivable as at the end of the year   184    4,576 
   Trade Payable as at the end of the year   13    12 
  Purchase  329   553
   Sales   -    3 
UNIQUE LOGISTICS INTL (SOUTH CHINA) LTD-XIAMEN BRANCH  Trade Receivable as at the end of the year   -    - 
   Trade Payable as at the end of the year   -    37 
              
SUDHERSHAN SHARMA  Salary   4,521 1    3,875 

 

Note-29: Transactions in Foreign Currency (in, Rs. ‘000)

 

Nature  FY2021-22   FY2020-21 
Sale - Freight   28,90,290    4,37,124 
Payment - Freight   4,59,158    1,84,662 

 

 

34
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

Note - 30: Gratuity

 

(i) The Company offers its employees, defined benefit plans in the form of Gratuity. A Gratuity scheme cover all employees as statutorily required under payment of Gratuity Act, 1972. The actuarial valuation is done based on Projected Unit Credit Method. Under this Rationale, each Individual’s up to valuation date Gratuity at valuation date, based on service up to valuation date and projected salary has been worked out year by year from current age to Superannuation age.

 

(ii) Actuarial Valuation Details of Gratuity as on 31.03.2022:

 

Table showing changes in Present Value of Obligations

 

 

As at

31st March,

2022

  

As at

31st March,

2021

 
Particulars 

Amount

(Rs.’000)

  

Amount

(Rs.’000)

 
Present Value of Obligation as at 31st March 2021   11,642    9,628 
(+) Interest Cost   781    668 
(-) Past Service Cost   -    - 
(+) Current Service Cost   1,549    1,689 
(-) Benefits Paid   (2,093)   (88)
(+) Actuarial Gain/Loss on Obligation   92    (255)
Present Value of Obligation as on 31st March 2022   11,970    11,642 

 

Gratuity Plan

 

  As of March 31,(Amount in Rs.’000) 
Particulars  2022   2021   2020   2019   2018 
Obligations at year end   11,970    11,642    9,628    7,464    6,262 
Plan Assets at year end, at fair value   -    -    -    -    - 
Funded Status   -    -    -    -    - 
Gain /(Loss)   92    (255)   798    138    (29)
Experience Adjustments on plan liabilities                         
Experience Adjustments on plan assets                         

 

Table showing Expense recognised in statement of profit & Loss

 

Particulars  Amount (Rs.’000) 
Current service Cost   1,549 
(-) Past Service Cost   - 
(+) Interest Cost   781 
(+) Actuarial Gain/Loss recognised in the year   92 
Expense recognised in Statement of Profit & Loss   2,421 

 

Table showing Actuarial Assumptions as at 31st March, 2022

 

Mortality Table IALM 2012-2014
Superannuation Age 60
Early Retirement & Disablement 10 PER THOUSAND P. A
6 above age 45
3 between 29 and 45
1 below age 29
Discount Rate 7.37%
Inflation Rate 4.00%
Return on Asset N/A
Remaining Working Life 18 YEARS
FORMULA USED PROJECTED UNIT

 

(iii) Company’s Leave Policy suggests that no leave days are carried forward to the next Fiscal Year. Therefore, this qualifies as a “Short Term Employee Benefit”. As per Para 8 and 9 of the AS 15 (Revised, 2005) “no actuarial assumptions are required to measure the obligation or the cost and there is no possibility of any actuarial gain or loss. Moreover, short-term employee benefit obligations are measured on an undiscounted basis.

 

(iv) The Company has Contributed Rs 6,972,608 towards employers provident fund during the Financial year ended 31st March 2022 (Rs. 7,015,385 during the financial year ended 31st March 2021).

 

Note - 31: Segment Reporting

 

Geographical Segment  Turnover (Rs.’000) 
A. Logistic Services   56,13,830 
B. Logistics Services ( Segment Revenue)     
Within India(Rs)   27,23,540 
Outside India(Rs)   28,90,290 

 

Note - 32: Auditor Remuneration:

 

Nature 

FY2021-22

(Rs.’000)

  

FY2020-21

(Rs.’000)

 
As Auditor:          
- Statutory   269    204 
- Transfer Pricing   159    159 
- Tax Audit   43    43 
-GST   0    227 
- Other Matter   0    52 
Total   471    685 

 

 

35
 

 

UNIQUE LOGISTICS INTERNATIONAL (INDIA) PRIVATE LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

 

Note - 33: Ratios

 

            As at March 31,     Variance     Reason for
Particulars   Numerator   Denominator   2022     2021     (in %)     Variance
Current ratio   Current assets   Current liabilities     1.13       1.20       -6 %    
Debt - Equity ratio   Total debt   Shareholder’s equity     0.02       0.01       83 %    
Debt service coverage ratio   Earnings available for debt service   Debt service     27.32       14.55       88 %    
Return on Equity (ROE)   Net profits after taxes   Average shareholder’s equity     0.41       0.12       253 %   Due to increase in profits during the year as last year profit was low due to COVID 19 outbreak and lockdowns.
Trade receivables turnover ratio   Revenue   Average trade receivable     9.10       6.35       43 %    
Trade payables turnover ratio   Purchases of services and other expenses   Average trade payables     9.12       7.21       26 %    
Net capital turnover ratio   Revenue   Working capital     46.75       31.87       47 %    
Net profit ratio   Net profit   Revenue     0.01       0.01       -54 %    
Return on Capital Employed (ROCE)   Earning before interest and taxes   Capital Employed     0.37       0.14       168 %    
Return on Investment(ROI)   Income generated from investments   Cost of Investment     N/A       N/A       N/A      

 

Note - 34:

 

The Company has assessed die impact of COVID-19 on its finacial statements based on the internal and external information up to the date of approval of these financial statements. The Company will continue to monitor the future economic conditions and update its assesssment.

 

Note - 35:

 

Relationship with struck off companies: The Company does not have any transactions or relationships with any companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

 

Note - 36:

 

There are no transactions that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 which have not been recorded in the books of account.

 

Note - 37:

 

Previous year’s figures have been rearranged/ regrouped wherever deemed necessary to make them comparable with the current year.

 

For B M CHATRATH & CO LLP

CHARTERED ACCOUNTANTS

Firm Registration No. 301011E/E300025

For UNIQUE LOGISTICS INTERNATIONAL
(INDIA) PRIVATE LIMITED

 

       

 

Priya Agarwal
Partner

Membership Number 303874

Place: KOLKATA

Date: 27.07.2022

 

PATRICK MAN BUN LEE
Director

DIN: 06728542

 

PING HONG TAM Director

DIN:06709767
Place: HONGKONG

Date: 27.07.2022

 

 

36

 

 

RECONCILIATION OF FINANCIAL STATEMENTS TO US GAAP

 

To: Unique Logistics International Inc.

 

Re: Unique Logistics International (INDIA) Pvt. Ltd. Reconciliation of Financial Statements to United States Generally Accepted Accounting Principles

 

We have audited the Financial Statements of Unique Logistics International (INDIA) Pvt. Ltd., as of March 31, 2022, which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss, including the Statement of other comprehensive income, the Cash Flow Statement and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

 

The below mentioned reconciliation statement of the Indian GAAP financial statements to United States generally accepted accounting principles (U.S. GAAP) as at 31st March, 2022, has been prepared following the same accounting policies and methods of computation as the reconciliation of the consolidated financial statements to U.S. GAAP for the year ended March 31, 2022. The disclosures provided below are incremental to those included with the financial statements and the reconciliation of those financial statements to U.S. GAAP.

 

The significant differences between Indian generally accepted accounting principles (IGAAP) as they apply to Unique Logistics are as follows:

 

1.As per ASC 606, the core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. The revenue recognition is on the basis of allocation of the transaction price over the performance obligation and fulfillment of performance obligation.
   
  As per Indian GAAP revenue recognition criteria depend on the category of revenue transaction. In general criteria includes no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods/rendering of services.
   
  The reporting entity (Unique Logistics International (India) Pvt. Ltd.) broadly recognize revenue which is in principal similar to US GAAP revenue recognition criteria. The revenue is recognized on the basis of performance obligation as defined in the service contract.

 

2.As per ASC 842 there is a requirement that lessee to record operating leases on the balance sheet. As a result, lease liability will be recorded at the present value of future lease obligations and Right of Use (ROU) asset, which represents lease right to use the underlying asset, are recorded at commencement date. Rental charges for operating leases shall be straight lined over the period of the agreement considering the escalation prices and the net activity in lease liability and ROU asset is essentially rent equalization reserve and same shall be created for USD 20,143 as on 31st March 2022.

 

3.ASC 830 states that, a reporting entity must use a “functional-currency approach” in which all transactions are first measured in the currency of the primary economic environment in which the reporting entity operates (i.e., the functional currency) and then translated into the reporting currency. Statement of Profit and Loss has been translated from Indian Rupees (INR) to United States Dollar (USD) using average rate of 1USD = INR 74.427. Balance Sheet has been translated from Indian Rupees (INR) to United States Dollar (USD) using closing rate of 1USD = INR 75.807. Impact of Increase (Decrease) in financial position due to creation of rent equalization reserve has been translated using average rate.

 

 

 

 

The application of U.S. GAAP would have the following effect on the financial statements:

 

Particulars  Year Ended March 31,2022 
  INR   USD 
Revenue from Operations   5,61,38,30,132    7,54,27,232 
Cost of Revenue   5,33,41,17,194    7,16,69,018 
Operating Expenses:          
Depreciation and amortization   24,43,441    32,830 
Employee benefit expense   17,94,58,384    24,11,197 
Other Expense   4,20,35,416    5,64,786 
Total Operating expenses   22,39,37,241    30,08,813 
Income from operations   5,57,75,697    7,49,400 
Other (Income) Expenses:          
Interest Expenses   1,81,097    2,433 
Other Income   38,68,486    51,977 
Total Other(Income) Expenses   36,87,389    49,544 
Income (loss) before income taxes   5,94,63,085    7,98,944 
Tax expense (benefit)   1,27,63,667    1,71,492 
Net income (loss) for the period, as reported   4,66,99,418    6,27,452 
Adjustments:          
Rent equalisation reserve   14,99,203    20,143 
Net income – U.S. GAAP   4,52,00,215    6,07,309 
Foreign Currency Translation Reserve   0    0 
Comprehensive income – U.S. GAAP   4,52,00,215    6,07,309 

 

*Financial statements have been translated from Indian Rupees (INR) to United States Dollar (USD) using average rate of 1USD = INR 74.427 for Income Statement.

 

 

 

 

As at March 31, 2022  As Reported   Increase (Decrease)   US GAAP 
   INR   USD   INR   USD   INR   USD 
Asset                              
Current Assets:                              
Cash and cash equivalents   10,05,12,446    13,25,898    -    -    10,05,12,446    13,25,898 
Accounts receivable, net   86,96,56,122    1,14,71,961    -    -    86,96,56,122    1,14,71,961 
Prepayments and other current assets   6,95,19,000    9,17,051    -    -    6,95,19,000    9,17,051 
Total current assets   1,03,96,87,568    1,37,14,910    -    -    1,03,96,87,568    1,37,14,910 
Property and equipment, net   54,78,946    72,275    -    -    54,78,946    72,275 
Intangible assets, net   -    -    -    -    -    - 
Other long term assets   3,05,11,609    4,02,490    1,08,09,294    1,42,589    4,13,20,903    5,45,080 
Deferred Tax Asset   43,12,855    56,892    -    -    43,12,855    56,892 
Total Assets   1,07,99,90,978    1,42,46,568    1,08,09,294    1,42,589    1,09,08,00,273    1,43,89,157 
Liabilities and stockholders’ equity                              
Current liabilities:                              
Accounts payable   87,43,49,128    1,15,33,869    -    -    87,43,49,128    1,15,33,869 
Accrued expenses and other liabilities   4,52,67,000    5,97,134    -    -    4,52,67,000    5,97,134 
Total current liabilities   91,96,16,128    1,21,31,003    -    -    91,96,16,128    1,21,31,003 
Other long-term liabilities   2,33,71,380    3,08,301    1,23,08,498    1,62,366    3,56,79,878    4,70,667 
Total liabilities   94,29,87,508    1,24,39,303    1,23,08,498    1,62,366    95,52,96,006    1,26,01,669 
Stockholders’ equity                              
Common Stock   1,30,86,310    1,72,626    -    -    1,30,86,310    1,72,626 
Reserve and Surplus   12,39,17,160    16,34,638    -14,99,203    -19,777    12,24,17,957    16,14,861 
Total liabilities and stockholders’ equity   1,07,99,90,978    1,42,46,568    1,08,09,295    1,42,589    1,09,08,00,273    1,43,89,157 

 

*Financial statements have been translated from Indian Rupees (INR) to United States Dollar (USD) using closing rate of 1USD = INR 75.807 for Financial Positions. Increase (Decrease) in financial position is occurring due to creation of rent equalization reserve which has been translated at average rate.

 

** Other long term assets include Right of Use (ROU) assets and other long term liabilities include lease liability created for the lease term as per ASC 842.

 

 

 

 

For B M CHATRATH & CO LLP

CHARTERED ACCOUNTANTS

 

Firm Registration No. 301011E/E300025

 

Partner

Membership No.:

Place:

Date: