THE MEMBERS OF
UNIPHOS ENTERPRISES LIMITED
Your Directors have pleasure in presenting their report and audited accounts for theyear ended 31st March 2018.
(Rs. in lakhs)
| ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Profit/(Loss) before taxation ||1803.80 ||1126.25 |
|Less: Provision for taxation ||35.00 ||- |
|Profit/(Loss) after taxation ||1768.80 ||1126.25 |
|Add: Balance brought forward ||3914.59 ||2788.34 |
|Balance carried forward ||5683.39 ||3914.59 |
During the year there were no sales. Other income was `2003.43 lakhs as compared to`1296.63 lakhs in the previous year. The Company has earned profit of `1768.80 lakhs aftertax as compared to profit of `1126.25 lakhs in the previous year.
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.
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 `5683.39 lakhs is proposed to be retained in the statement of Profitand Loss.
The paid up Equity Share Capital as on March 31 2018 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 Sweat Equity shares and 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
At the 48th Annual General Meeting of the Company held on 8th July 2017 the Membersof the Company have approved the appointment of M/s. B S R & Co. LLP CharteredAccountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditors ofthe Company pursuant to Section 139 of the Companies Act 2013 for a term of 5 (five)years from the Companys financial year 2017-18 to hold office from the conclusionof 48th Annual General Meeting of the Company (subject to ratification of theirappointment at every Annual General Meeting if required under the Act).
However pursuant to the Companies Amendment Act 2017 which was notified on May 72018 the provision related to ratification of appointment of auditors by Members at everyAnnual General Meeting has been done away with.
The report of the Statutory Auditors along with the Notes to Schedules forms part ofthe Annual Report and contains an Unmodified Opinion without any qualificationreservation or adverse remark. b) Secretarial Audit Pursuant to the provisions of Section204 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 Secretarial Audit Report is annexed herewith asAnnexure  to Boards Report. The secretarial auditors reportdoes not contain any qualifications reservations or adverse remarks.
In accordance with the Provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Sandra Rajnikant Shroff (DIN: 00189012)Non-Executive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers herself for reappointment.
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 49th 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 under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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 Boards monitoring of various compliances laying downand effective implementation of various policies level of engagement and contribution ofthe directors safeguarding the interest of all stakeholders etc. During the year underreview all the Independent Directors met on 25th January 2018 to discuss evaluation ofthe performance of Non Independent Directors and the Board of Directors as a wholeevaluation of the performance of Chairman of the Company taking into account the views ofthe Directors and evaluation of the quality content and timelines of flow of informationbetween the Management and the Board that is necessary for the Board to effectively andreasonably perform its duties. The performance of evaluation of each Independent Directorwas carried out by the Board. The Directors expressed their satisfaction with theevaluation process.
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 Familiarizationprogramme for the Independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of Industry in which the Companyoperates business 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./investors.
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 comprises of three Independent Directors. The details ofthe composition of the Audit Committee is provided in the Corporate Governance Reportwhich forms part of this Report. There are no recommendation of the Audit Committee whichare not accepted by the Board.
KEY MANAGERIAL PERSONNEL
Mr. Rajnikant Devidas Shroff (DIN 00180810) Chairman and Managing Director Mr. K. M.Thacker (ICSI Membership No. ACS 6843) Company Secretary and Mr. B. P. Chheda (ICAIMembership No. ACA 101820) Chief Financial Officer are the Key Managerial Personnel ofyour Company in accordance with the provisions of Sections 2(51) 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS 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 `one crore and two lakh or (ii) ifemployed for a part of the financial year was in receipt of remuneration in aggregatemore than ` eight lakh and fifty thousand per month. Hence the information required to begiven pursuant to the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 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 theCompanys website. The same can be accessed on www.uelonline.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/investors
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)
Pursuant to the Notification issued by the Ministry of Corporate Affairs dated February16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 the Companyhas adopted "IND AS" with effect from 1st April 2017 with transition date as1st April 2016. This transition has happened very smoothly. The impact of the change onadoption of IND AS is given in the notes to the financial statements.
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 and riskminimization. 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 tradingactivities which may subject to risk of less profit / loss on account of volatility inforeign currency exchange. The mitigating factors are that the management ensures to enterin trading transactions in such a way that there are minimal risks of volatility inforeign currency exchange or the Company may take adequate forward cover for foreignexchange fluctuations.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act 2013.
99.08 % of the total paid up equity shares of the Company are dematerialised as on 31stMarch 2018.
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 2018 is furnished here below.
I. CONSERVATION OF ENERGY Not Applicable
II. TECHNOLOGY ABSORPTION Not Applicable
III. FOREIGN EXCHANGE EARNING AND OUTGO
| ||` in Lakhs. |
|(a) Foreign Exchange earned ||- |
|(b) Foreign Exchange outgo ||1.58 |
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)(c) of the Companies Act 2013: a) That in the preparation of the annualfinancial statements for the year ended 31st March 2018 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any. b) That such accounting policies as mentioned in Note 2.1 of the Notesto the Financial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2018 and of the profits of theCompany for the year ended on that date. c) That proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. d) That the annual financial statements havebeen prepared on a going concern basis. e) That proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively. f)That systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.
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 para C ofSchedule V of 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. The Registrar and Transfer Agent M/s. Link Intime India Pvt. Ltd. is in theprocess of compiling the data for unclaimed shares. The Company now after following theprescribed procedure will dematerialize unclaimed shares which are retained with theCompany. These shares would be held by the Company on behalf of the holders of such sharesin an "Unclaimed Suspense Account" to be opened with a depository. At the end ofseven years hereof these shares shall be transferred by the Company to the InvestorEducation and Protection Fund. Members may note that the lawful claimant in respect ofthese shares will be able to claim such shares from the Company till such time they remainin the unclaimed 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 asAnnexure  to Boards Report.
LISTING OF THE COMPANYS 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 would impact the going concern status of the Company and its futureoperations.
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 2018; b) The Company hasnot accepted any deposits from public. c) Details about the policy developed andimplemented by the Company on corporate social responsibility initiatives taken during theyear. d) Disclosure as per Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
Your Directors are thankful to all the stakeholders and various government agencies andministries for their continued support.
Statements in the Directors Report and the Management Discussion and Analysisdescribing the Companys objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Companys operations include: changes in government policies and taxlaws economic development of the country and other factors which are material to thebusiness operations of the Company.
|Mumbai ||By Order of the Board of Directors |
|27th April 2018 ||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) |