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Uniphos Enterprises Ltd.

BSE: 500429 Sector: Others
NSE: UNIENTER ISIN Code: INE037A01022
BSE 00:00 | 07 Jul 62.00 -1.15
(-1.82%)
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60.00

HIGH

62.00

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60.00

NSE 00:00 | 07 Jul 60.50 -2.15
(-3.43%)
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61.25

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OPEN 60.00
PREVIOUS CLOSE 63.15
VOLUME 818
52-Week high 89.80
52-Week low 31.20
P/E 21.45
Mkt Cap.(Rs cr) 431
Buy Price 60.25
Buy Qty 10.00
Sell Price 65.40
Sell Qty 25.00
OPEN 60.00
CLOSE 63.15
VOLUME 818
52-Week high 89.80
52-Week low 31.20
P/E 21.45
Mkt Cap.(Rs cr) 431
Buy Price 60.25
Buy Qty 10.00
Sell Price 65.40
Sell Qty 25.00

Uniphos Enterprises Ltd. (UNIENTER) - Auditors Report

Company auditors report

To the members of Uniphos Enterprises Limited Report on the Audit of the FinancialStatements Opinion

We have audited the financial statements of Uniphos Enterprises Limited ("theCompany") which comprise the balance sheet as at 31 March 2019 and the statement ofprofit and loss (including other comprehensive income) statement of changes in equity andstatement of cash flows for the year then ended and notes to the financial statementsincluding a summary of the significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("Act") in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

Key Audit Matter How the matter was addressed in our audit
Fair valuation of investment through other comprehensive income
As disclosed in Note 4 to the financial statements the Company has significant investments in equity shares. For investments in equity shares the fair values are based on the valuation of the underlying assets which consist of quoted equity securities Our audit procedures performed on the valuation of the investments included verifying the latest available quoted price of the equity shares on the stock exchange as on the reporting date to ascertain the accuracy of their fair value.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon. Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit and other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors is alsoresponsible 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 financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

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

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign 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 hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

(A) As required by Section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.; b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c) The balance sheet the statement of profit and loss(including other comprehensive income) the statement of changes in equity and thestatement of cash flows dealt with by this Report are in agreement with the books ofaccount.; d) In our opinion the aforesaid financial statements comply with the Ind ASspecified under section 133 of the Act.; e) On the basis of the written representationsreceived from the directors as on 31 March 2019 taken on record by the Board of Directorsnone of the directors is disqualified as on 31 March 2019 from being appointed as adirector in terms of Section 164(2) of the Act.; f) With respect to the adequacy of theinternal financial controls with reference to financial statements of the Company and theoperating effectiveness of such controls refer to our separate Report in "AnnexureB".

(B) 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: a) TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements; - Refer Note 21 to the financial statements; b) The Company did nothave any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses; c) There were no amounts which were required to betransferred to the Investor Education and Protection Fund by the Company; and d) Thedisclosures in the financial statements regarding holdings as well as dealings inspecified bank notes during the period from 8 November 2016 to 30 December 2016 have notbeen made in these financial statements since they do not pertain to the financial yearended 31 March 2019.

(C) With respect to the matter to be included in the Auditors' Report under section197(16):

In our opinion and according to the information and explanations given to us theCompany has not paid / provided any managerial remuneration and consequently theprovisions of section 197 read with Schedule V to the Act is not applicable. The Ministryof Corporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Bhavesh Dhupelia
Place : Mumbai Partner
Date : 17 May 2019 Membership No: 042070

Annexure A to the Independent Auditors' Report - 31 March 2019 (Referred to in ourreport 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 verified its fixedassets during the year which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. In our opinion and according to the information andexplanations given to us no material discrepancies 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 titledeeds of the immovable properties as disclosed in Note 3 of the financial statements areheld in the name of the Company except in the case of leasehold and freehold land with acarrying value of

` 369.74 lakhs for which the Company is in the process of registering the title deed inits 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) The Company has granted unsecured loan to a company covered in the registermaintained under Section 189 of the Act. There are no loans granted to firms/limitedliability partnership/other parties.

(a) In respect of the aforesaid loan the terms and conditions under which such loanwas granted are not prejudicial to the Company's interest.

(b) The aforesaid loan is repayable on demand we are informed that the amount ofinterest and principal demanded by the company has been paid during the year and thusthere has been no default on the part of parties to whom the money has been lent.

(c) There are no amounts overdue for more than ninety days at the balance sheet date inrespect of the aforesaid loan

(iv) In our opinion and according to the information and explanation given to us theCompany has complied with provisions of Section 185 and 186 of the Act in respect of loansgranted. The Company has not provided any guarantee or security to the parties coveredunder Section 186 of the Act (v) In our opinion and according to the information andexplanations given to us the Company has not accepted any deposits under section 73 to 76or any other relevant provisions of the Act. Accordingly para 3(v) of the Order is notapplicable to the Company (vi) According to the information and explanations given to usthe Central Government has not prescribed the maintenance of cost records under Section148(1) of the Act for any of the products sold and services rendered by the Company.Accordingly para 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-taxGoods and Service tax and other material statutory dues have generally been regularlydeposited during the year by the Company with the appropriate authorities. As explained tous the Company did not have any dues on account of Employees' State Insurance Duty ofcustoms and Cess.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Income-tax Goods and Service tax and other materialstatutory dues were in arrears as at 31 March 2019 for a period of more than six monthsfrom the date they became payable.

(c) According to the information and explanations given to us and based on ourexamination of the records of the Company there are no dues of Income-tax as at 31 March2019 which have not been deposited with the appropriate authorities on account of anydispute except as stated below:

Nature of the Statute Nature of dues Amount (in Lakhs) Amount paid under protest (in Crores) Period to which amounts relates Forum where dispute is pending
Income tax Act 1961 Income tax demands 510.33 AY* 1994-95 AY 1997-98 AY 2001-02 AY 2002-03 and AY 2010-11 Income-tax Appellate Tribunal/ Commissioner of Income Tax (Appeal)

*AY – Assessment year.

(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 fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the year nor have we been informed of such case by themanagement.

(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 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-JA 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
Place : Mumbai Partner
Date : 17 May 2019 Membership No: 042070

Annexure B to the Independent Auditors' report on the financial statements of UniphosEnterprises Limited for the year ended 31 March 2019 Report on the internal financialcontrols with reference to the aforesaid financial statements under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 (Referred to in paragraph 1 (f)under ‘Report on Other Legal and Regulatory Requirements' section of our report ofeven date) Opinion

We have audited the internal financial controls with reference to the financialstatements of Uniphos Enterprises Limited ("the Company") as at 31 March 2019 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31 March 2019 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (hereinafter referred to as"the Act").

Auditors' 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 and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls with referenceto financial statements.

Meaning of Internal Financial Controls with reference to financial statements.

A company's internal financial controls 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 controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

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 controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Bhavesh Dhupelia
Place : Mumbai Partner
Date : 17 May 2019 Membership No: 042070