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Uniphos Enterprises Ltd.

BSE: 500429 Sector: Others
NSE: UNIENTER ISIN Code: INE037A01022
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OPEN 90.00
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VOLUME 1388
52-Week high 111.55
52-Week low 59.55
P/E 36.59
Mkt Cap.(Rs cr) 626
Buy Price 89.80
Buy Qty 50.00
Sell Price 90.00
Sell Qty 1.00
OPEN 90.00
CLOSE 91.05
VOLUME 1388
52-Week high 111.55
52-Week low 59.55
P/E 36.59
Mkt Cap.(Rs cr) 626
Buy Price 89.80
Buy Qty 50.00
Sell Price 90.00
Sell Qty 1.00

Uniphos Enterprises Ltd. (UNIENTER) - Director Report

Company director report

TO

THE MEMBERS OF

UNIPHOS ENTERPRISES LIMITED

Your Directors have pleasure in presenting their report and audited accounts for theyear ended 31st March 2017.

FINANCIAL RESULTS

(Rs. in lakhs)

Year ended 31st March 2017 Year ended 31s' March 2016
Profit/(Loss) before taxation 1126.25 1179.51
Less: Provision for taxation - (0.01)
Profit/(Loss) after taxation 1126.25 1179.52
Add: Balance brought forward 2788.34 1608.82
Balance carried forward 3914.59 2788.34

OPERATIONAL PERFORMANCE

During the year there were no sales. Other income was Rs. 1296.63 lakhs as compared to^1371.26 lakhs in the previous year.

The Company has earned profit of Rs. 1126.25 lakhs after tax as compared to profit ofRs. 1179.52 lakhs in the previous year.

FUTURE OUTLOOK

The Company continues to look at new opportunities of trading in chemicals in India andabroad.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms an integral part of this Report.

DIVIDEND

Your Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES

No amount is appropriated from Profit and Loss Account and transferred to any ReserveAccount. An amount of Rs. 3914.59 lakhs is proposed to be retained in the statement ofProfit and Loss.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2017 was ^1390.92 lakhs.

i) Issue of Equity Shares with differential rights. Issue of Sweat Equity shares andIssue of Employee Stock Options

During the year under review the Company has not issued any shares with differentialvoting rights Issue of Sweat Equity shares and Issue of Employee Stock Options- (ESOS).

ii) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements. The details of loan given are provided in thenotes to Financial Statements. There are no guarantees issued by the Company.

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013 the term of the officeof M/s S R B C & CO LLP as Statutory Auditors of the Company will conclude from theclose of the forthcoming Annual General Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered byM/s S R B C & CO LLP as the Statutory Auditors of the Company.

Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of B S R & Co. LLP Chartered Accountants (ICAI FirmRegistration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant toSection 139 of the Companies Act 2013.

Members' attention is drawn to a Resolution proposing the appointment of B S R &Co. LLP Chartered Accountants as Statutory Auditors of the Company which is included atitem No. 3 of the Notice convening the Annual General Meeting.

b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and

Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Messrs N.L. Bhatia & Associates a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as 'Annexure [1] to Board's Report'. The secretarial auditors' report does notcontain any qualifications reservations or adverse remarks.

DIRECTORS

In accordance with the Provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Jaidev Rajnikant Shroff (DIN: 00191050)Director of the Company retires by rotation at the ensuing Annual General Meeting of theCompany and being eligible offers himself for re-appointment.

The information of Director seeking re-appointment as required pursuant to Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in the notice convening the 48th Annual General Meeting of theCompany.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Details of the familiarization programme of the independent directors are available onthe website of the Company www.uelonline.com

None of the Directors of the Company has incurred any disqualification.

Pursuant to the provisions of the Companies Act 2013 and Regulations 17(10) and25(4)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015annual performance evaluation was carried out of the performance of the Board variousBoard Committees and the directors individually. Various parameters were considered forevaluation and after receiving the inputs from the Directors the performance evaluationexercise was carried out. The parameters included integrity credibility expertise andtrustworthiness of directors Board's monitoring of various compliances laying down andeffective implementation of various policies level of engagement and contribution of thedirectors safeguarding the interest of all stakeholders etc.

During the year under review all the Independent Directors met on 25thJanuary 2017 to discuss evaluation of the performance of Non Independent Directors andthe Board of Directors as a whole evaluation of the performance of Chairman of theCompany taking into account the views of the Directors and evaluation of the qualitycontent and timelines of flow of information between the Management and the Board that isnecessary for the Board to effectively and reasonably perform its duties. The performanceof evaluation of each Independent Director was carried out by the Board. The Directorsexpressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted the policy for selection and appointment of Directors Seniormanagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report which forms part of this Report. The policy lays down criteria forselection of directors and senior management such as expertise experience and integrityof the directors independent nature of the directors personal and professional standingdiversity of the Board etc. At present no Director of the Company receives anyremuneration from the Company except payment of sitting fess to some of the IndependentDirectors for attending the Board and Committee meetings. The Senior management employeesare working for the Company on deputation basis.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out a Familiarization programmefor the Independent Directors with a view to familiarize them with their role rights andresponsibilities in the Company nature of Industry in which the Company operatesbusiness model of the Company etc.

Through the Familiarization programme the Company apprises the independent directorsabout the financial performance internal control system statutory compliances andcorporate governance practices.

At the time of appointment of independent director a formal letter of appointment isgiven which explains role responsibility and rights in the Company.

Details of Familiarization programme of Independent Directors with the Company areavailable on the website of the Company www.uelonline.com .

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.

Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Messrs N.L. Bhatia & Associates a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as 'Annexure [1 ] to Board's Report'. The secretarial auditors' report does notcontain any qualifications reservations or adverse remarks.

DIRECTORS

In accordance with the Provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Jaidev Rajnikant Shroff (DIN: 00191050)Director of the Company retires by rotation at the ensuing Annual General Meeting of theCompany and being eligible offers himself for re-appointment.

The information of Director seeking re-appointment as required pursuant to Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in the notice convening the 48th Annual General Meeting of the

Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Details of the familiarization programme of the independent directors are available onthe website of the Company www.uelonline.com

None of the Directors of the Company has incurred any disqualification.

Pursuant to the provisions of the Companies Act 2013 and Regulations 17(10) and25(4)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015annual performance evaluation was carried out of the performance of the Board variousBoard Committees and the directors individually. Various parameters were considered forevaluation and after receiving the inputs from the Directors the performance evaluationexercise was carried out. The parameters included integrity credibility expertise andtrustworthiness of directors Board's monitoring of various compliances laying down andeffective implementation of various policies level of engagement and contribution of thedirectors safeguarding the interest of all stakeholders etc.

During the year under review all the Independent Directors met on 25thJanuary 2017 to discuss evaluation of the performance of Non Independent Directors andthe Board of Directors as a whole evaluation of the performance of Chairman of theCompany taking into account the views of the Directors and evaluation of the qualitycontent and timelines of flow of information between the Management and the Board that isnecessary for the Board to effectively and reasonably perform its duties. The performanceof evaluation of each Independent Director was carried out by the Board. The Directorsexpressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted the policy for selection and appointment of Directors Seniormanagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report which forms part of this Report. The policy lays down criteria forselection of directors and senior management such as expertise experience and integrityof the directors independent nature of the directors personal and professional standingdiversity of the Board etc. At present no Director of the Company receives anyremuneration from the Company except payment of sitting fess to some of the IndependentDirectors for attending the Board and Committee meetings. The Senior management employeesare working for the Company on deputation basis.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out a Familiarization programmefor the Independent Directors with a view to familiarize them with their role rights andresponsibilities in the Company nature of Industry in which the Company operatesbusiness model of the Company etc.

Through the Familiarization programme the Company apprises the independent directorsabout the financial performance internal control system statutory compliances andcorporate governance practices.

At the time of appointment of independent director a formal letter of appointment isgiven which explains role responsibility and rights in the Company.

Details of Familiarization programme of Independent Directors with the Company areavailable on the website of the Company www.uelonline.com .

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of section 177 of the Companies Act 2013 the Company hasconstituted an Audit Committee consist of three Independent Directors. The details of thecomposition of the Audit Committee is provided in the Corporate Governance Report whichforms part of this Report. There are no recommendation of the Audit Committee which arenot accepted by the Board.

KEY MANAGERIAL PERSONNEL

Mr. Rajmkant Devidas Shroff (DIN 00180810) Chairman and Managing Director Mr. K. M.Thacker (Membership No. ACS 6843) Company Secretary and Mr. Bipin P. Chheda ChiefFinancial Officer are the Key Managerial Personnel of your Company in accordance with theprovisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. DISCLOSURE RELATING TOREMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As none of the Directors of your Company receives remuneration from the Company and theSenior management employees are working for the Company on deputation basis theinformation required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time in respect of Directors/ employees of your Company is notgiven.

The Company has no employee who- (i) if employed throughout the financial year was inreceipt of remuneration in aggregate more than Rs. one crore and two lakh or (ii) ifemployed for a part of the financial year was in receipt of remuneration in aggregatemore than Rs. eight lakh and fifty thousand per month. Hence the information required tobe given pursuant to the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time is not applicable and hence not attached.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The same can be accessed on www.uelonlme.com/investors .

Since there were no materially significant related party transactions entered intoduring the year the Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not attached to thisReport.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has formed whistleblower policy to deal with any fraud irregularity ormismanagement in the Company. The policy enables any employee or director to directlycommunicate to the Chairman of the Audit Committee to report any fraud irregularity ormismanagement in the Company. The policy ensures strict confidentiality while dealing withconcerns and also that no discrimination or victimization is meted out to anywhistleblower. The policy is also posted on the website of the Company www.uelonline.com

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The.Company has an internal control system commensurate with the size scale andcomplexity of its operation. The Group has an inhouse internal audit team headed by aqualified professional which undertakes internal audit and ensures that all transactionsare authorized and recorded in the books of the Company. The internal audit departmentmonitors the efficacy and adequacy of internal control. Significant audit observations ifany are presented to the Audit Committee and action taken to correct any deficiency isinformed to them. The report prepared by internal audit team forms the basis ofutilization by the Managing Director and Chief Financial Officer for financial reportingas required under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Internal Controls over Financial Reporting

The Company has adequate internal financial controls in place commensurate with thesize scale and complexity of its operations.

The Company is complying with all the applicable Accounting Standards. The accountingrecords are maintained in accordance with generally accepted accounting principles inIndia. This ensures that the financial statements reflect true and fair financial positionof the Company.

INDIAN ACCOUNTING STANDARD (IND AS)

Indian Accounting Standard (IND AS) were Notified by the Ministry of Corporate Affairson February 16 2015. These standards will become applicable to the Company with effectfrom 1st April 2017 with comparatives for the previous year ending 3T-1March 2017. Your Company has taken adequate steps in this regard to ensure a smoothtransition to IND AS.

RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI Listing Regulations the Company has prepared Risk ManagementFramework for identifying and evaluating various major business risks faced by theCompany. Risk Management Framework aims to lay down the procedure for risk assessment andrisk minimization. Risk Management Framework is prepared to ensure internal controls andeffectively respond to any changes in the business environment so as to achieve highdegree of business performance limit any negative impact on its working and avail ofbenefits arising out of any business opportunities. There are standard practices in placeto ensure that strong financial controls are in place.

The audit committee has additional oversight in the area of financial risks andcontrols.

Key business risks perceived by the Company and mitigating initiatives are as under:

Funding risk: As there are no much activities in the Company the Company may not beable to mobilize adequate funds if any in time. The mitigating factors are that theCompany has good investment in the quoted shares so raising additional funds if anywill not be difficult for the Company.

Regulatory risk: Any change in Government / Regulators Policy / Rules / Regulationswill require fresh compliances. The mitigating factors are that the group has very strongand dedicated team consisting of professionals to study regulatory changes and freshrequirement.

Foreign currency fluctuation risk:- The Company is engaged in the trading activitieswhich may subject to risk of less profit / loss on account of volatility in foreigncurrency exchange. The mitigating factors are that the management ensures to enters intrading transactions in such a way that there are minimal risks of volatility in foreigncurrency exchange or the Company may take adequate forward cover for foreign exchangefluctuations.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act 2013.

DEPOSITORY SYSTEM

99.05 % of the total paid up equity shares of the Company are dematerialised as on 31stMarch 2017.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under sections 134(3)(m) of theCompanies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 forthe year 31st March 2017 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lakhs
(a) Foreign Exchange earned -
(b) Foreign Exchange outgo 2.50

DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to the information andexplanations obtained by them the directors make the following statements in terms ofSection 134(3)(0 of the Companies Act 2013:

a) That in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any.

b) That such accounting policies as mentioned in Note 2.1 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profit of the Company for theyear ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extentset out in this respect as a separate report in pursuance of requirement of Clause 49 ofthe Listing Agreement with the Stock Exchanges where the equity shares of the Company arelisted or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asapplicable. A Certificate from Auditors regarding compliance of the conditions ofCorporate Governance as stipulated under para E of Schedule V SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is attached and forms integral part of thisReport.

DEALING WITH SECURITIES WHICH HAVE REMAINED UNCLAIMED

Members are hereby informed that as per Regulation 39(4) read with Schedule VI of theSEBI Regulations the Company is in the process of sending reminders to those Memberswhose share certificates have remained unclaimed to contact the Company immediately inthe matter. Due to change in the Registrar and Transfer Agent of the Company the processcould not be completed. The Company now after following the prescribed procedure willdematerialize unclaimed shares which are retained with the Company. These shares would beheld by the Company on behalf of the holders of such shares in an "Unclaimed SuspenseAccount" to be opened with a depository. At the end of seven years hereof theseshares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed inrespect of such shares shall also be held in a separate suspense account and wouldlikewise be transferred to IEPF at the end of seven years.

Members may note that the lawful claimant in respect of these shares / dividend will beable to claim such shares dividend from the Company till such time they remain in theunclaimed suspense account as aforesaid.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 are set out and annexed herewith as'Annexure [2] to Board's Report'.

REGISTRAR AND SHARE TRANSFER AGENT

During the year SEBI suspected fraud and malpractices in the conduct and operations ofSharepro Services (India) Pvt. Ltd. who were the Company's Registrar and Share TransferAgent (RTA) for a long time. After investigating the affairs of the said RTA SEBI videits order dated 22nd March. 2016 restrained Sharepro from conducting R&Tactivities and directed all the client Companies to carry out audit of the records andsystem relating to share transfer payment of dividend etc. carried out by Sharepro forthe last ten years.

Accordingly the Company appointed M/s N. L. Bhatia and . Associates practicingCompany Secretaries to carry out such audit. They have certified that no irregularitiesor violations with respect to transfer of securities or payment of dividend were noticedin records of last ten years. Subsequently as per the advisory issued by SEBI theCompany appointed M/s Link Intime India Private Limited as the new R&T Agent witheffect from 1st June 2016.

LISTING OF THE COMPANY'S EQUITY SHARES / GDR

The Equity Shares of your Company continue to be listed at the BSE Ltd. and NationalStock Exchange of India Ltd. The GDR continue to be listed at the Luxembourg StockExchange. There is no default in paying annual listing fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

GENERAL

No disclosure or reporting is required in respect of the following points as there wereno transactions on these items or were not applicable to your Company during the yearunder review.

a) The Company has no subsidiary as on 31st March 2017;

b) The Company has not accepted any deposits from public.

c) Details about the policy developed and implemented by the Company on corporatesocial responsibility initiatives taken during the year.

d) Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders and various government agencies andministries for their continued support.

CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussion and Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: changes in government policies and tax lawseconomic development of the country and other factors which are material to the businessoperations of the Company.

Mumbai By Order of the Board of Directors
28th April 2017 For UNIPHOS ENTERPRISES LIMITED
Registered Office:
11 G.I.D.C. Vapi
Dist. Valsad Gujarat Rajnikant Devidas Shroff
Pin - 396 195 Chairman & Managing Director
CIN: L24219GJ1969PLC001588 (DIN: 00180810)