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Uniphos Enterprises Ltd.

BSE: 500429 Sector: Others
NSE: UNIENTER ISIN Code: INE037A01022
BSE 00:00 | 25 Mar 107.00 0.75
(0.71%)
OPEN

103.00

HIGH

107.00

LOW

100.10

NSE 00:00 | 25 Mar 106.55 0.85
(0.80%)
OPEN

106.35

HIGH

111.00

LOW

99.40

OPEN 103.00
PREVIOUS CLOSE 106.25
VOLUME 12139
52-Week high 131.60
52-Week low 74.00
P/E 37.94
Mkt Cap.(Rs cr) 744
Buy Price 107.00
Buy Qty 100.00
Sell Price 107.00
Sell Qty 900.00
OPEN 103.00
CLOSE 106.25
VOLUME 12139
52-Week high 131.60
52-Week low 74.00
P/E 37.94
Mkt Cap.(Rs cr) 744
Buy Price 107.00
Buy Qty 100.00
Sell Price 107.00
Sell Qty 900.00

Uniphos Enterprises Ltd. (UNIENTER) - Auditors Report

Company auditors report

To the Members of Uniphos Enterprises Limited

Report on the Audit of the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Uniphos EnterprisesLimited ("the Company") which comprise the Balance Sheet as at 31 March 2018the Statement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and Statement of Cash Flows for the year then ended and a summary ofthe significant accounting policies and other explanatory information (herein afterreferred to as "Ind AS financial statements").

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the state of affairsprofit (including other comprehensive income) changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany’s ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor’sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor’s report. However future events or conditionsmay cause an entity to cease to continue as a going concern.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2018 its profit (including other comprehensive income) changes in equityand its cash flows for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2017and the transition date opening Balance Sheet as at 1 April 2016 included in these Ind ASfinancial statements are based on the previously issued financial statements prepared inaccordance with the Companies (Accounting Standards) Rules 2006 audited by thepredecessor auditor whose reports as at and for the years ended 31 March 2017 and 31 March2016 dated 28 April 2017 and 29 April 2016 respectively expressed an unmodified opinionon those financial statements as adjusted for the differences in the accountingprinciples adopted by the Company on transition to Ind AS which have been audited by us.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order 2016 (‘theOrder’) issued by the Central Government of India in terms of Section 143(11) of theAct we give in the "Annexure A" a statement on the matters specified in theparagraphs 3 and 4 of the Order. As required by section 143 (3) of the Act we reportthat:

(a) we have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books;

(c) the Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Cash Flows and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;

(d) in our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under section 133 of the Act;

(e) on the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors aredisqualified as on 31 March 2018 from being appointed as a director in terms of Section164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B"; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements; - Refer Note 20 to the Ind AS financialstatements;

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company; and

(iv) The disclosures regarding details of specified bank notes held and transactedduring 8 November 2016 to 30 December 2016 has not been made since the requirement doesnot pertain to financial year ended 31 March 2018. Corresponding amounts as appearing inthe audited financial statements for the period ended 31 March 2017 have been disclosed;-Refer Note 31to the Ind AS financial statements.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No: 101248W/W-100022

Bhavesh Dhupelia

Partner

Membership No: 042070

Mumbai

27 April 2018

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT – 31 MARCH 2018

(REFERRED TO IN OUR REPORT OF EVEN DATE)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified annually. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. In accordance with the policy the Company has physically verified all assetsduring the year and according to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us by themanagement and on the basis of an examination of the records of the Company the titledeed of the immovable properties as disclosed in Note 3 of the Ind AS financial statementsare held in the name of the Company except one immovable property consisting of freeholdland and building with a carrying value of ` 369.74 lakhs as at 31 March 2018 for whichthe Company is in process of registering the title deed in its name.

(ii) The Company did not have any inventories during the year and accordingly para3(ii) of the Order is not applicable to the Company.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms and limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly para 3 (iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theprovisions of Section 185 of the Companies Act 2013 in respect of loans to directorsincluding entities in which they are interested are not applicable to the Company andhence not commented upon. The Company has complied with the provisions of Section 186 ofthe Act with respect to loans and investments. The Company has not provided any guaranteeor security to the parties covered under Section 186 of the Act.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits. Accordingly para 3(v) of the Order is not applicableto the Company. (vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Section 148(1)of the Act for any of the products sold and services rendered by the Company. Accordinglypara 3 (vi) of the Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Income-taxService tax Goods and Service tax Duty of customs and other material statutory dues havegenerally been regular in depositing during the year by the Company with the appropriateauthorities. As explained to us the Company did not have any dues on account ofEmployees' State Insurance Cess Sales-tax Value added tax Duty of excise and Wealthtax.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Income-tax Sales-tax Service tax Goods andService tax Duty of customs Value added tax and other material statutory dues were inarrears as at 31 March 2018 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us there are no dues ofIncome-tax Sales Tax Service tax Duty of customs Duty of excise and Value added tax asat 31 March 2018 which have not been deposited with the appropriate authorities onaccount of any dispute except as stated below

Name of the statute Nature of dues Amount (` in lacs) Amount paid under protest (in lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax demands 510.33 - A.Y 1994-95 2001-02 2002-03 and 2010-11 Income-tax Appellate Tribunal

(viii) According to the information and explanations given to us the Company did nothave any outstanding dues to any banks financial institutions government or debentureholder during the year. Accordingly para 3(viii) of the Order is not applicable to theCompany.

(ix) According to the information and explanations given to us the Company did notraise money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly reporting under the clause 3(ix)of the Order is not applicable to the Company.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no material fraud by the Company and on the Company by its officers oremployees has been noticed or reported during the year nor have we been informed of suchcase by the management.

(xi) According to the information and explanations given to us the Company has notpaid / provided any managerial remuneration and consequently the provisions of section 197read with Schedule V to the Act is not applicable.

(xii) According to the information and explanations given to us the Company is not aNidhi company as prescribed under Section 406 of the Act. Accordingly para 3(xii) of theOrder is not applicable to the Company.

(xiii) According to the information and explanations given to us all transactions withthe related parties are in compliance with provisions of Section 177 and 188 of the Actwhere applicable and the details have been disclosed in the Ind AS financial statements asrequired by the applicable Indian accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly para 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly para 3(xv) of theOrder is not applicable to the Company.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly para 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No: 101248W/W-100022

Bhavesh Dhupelia

Partner

Membership No: 042070

Mumbai

27 April 2018

Annexure B to the Independent Auditors’ Report – 31 March 2018 (Referred toin our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof Uniphos Enterprises Limited ("the Company") as at 31 March 2018 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal financial controls with reference to financialstatements criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany’s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143 (10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditors’ judgmentincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlswith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls with reference to financial statements and such internal financialcontrols with reference to financial statements were operating effectively as at 31 March2018 based on the internal control with reference to financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the ICAI.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No: 101248W/W-100022

Bhavesh Dhupelia

Partner

Membership No: 042070

Mumbai

27 April 2018