THE MEMBERS OF
UNIPHOS ENTERPRISES LIMITED
Your Directors have pleasure in presenting their report and audited accounts for theyear ended 31st March 2019.
(` in lakhs)
| ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Profit/(Loss) before taxation ||2118.46 ||1803.80 |
|Less: Provision for taxation ||42.00 ||35.00 |
|Profit/(Loss) after taxation ||2076.46 ||1768.80 |
|Add: Balance brought forward ||5683.39 ||3914.59 |
|Balance carried forward ||7759.85 ||5683.39 |
During the year there were no sales. Other income was ` 2403.49 lakhs as compared to `2003.43 lakhs in the previous year. The Company has earned profit of ` 2076.46 lakhs aftertax as compared to profit of ` 1768.80 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 ` 7759.85 lakhs is proposed to be retained in the statement ofProfit and Loss.
The paid up Equity Share Capital as on March 31 2019 was `1390.92 lakhs.
i) Issue of Equity Shares with differential voting rights Sweat Equity shares andEmployee 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 Company's financial year 2017-18 to hold office from the conclusion of 48thAnnual General Meeting of the Company.
The report of the Statutory Auditors along with the Notes to Financial Statements formspart of the 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 ofManagerial Personnel) Rules 2014 the Company has appointed M/s. N. L. Bhatia &Associates a firm of Company Secretaries in Practice to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as Annexure  toBoard's Report'. The secretarial auditors' report does not contain any qualificationreservation or adverse remark.
In accordance with the Provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajnikant Devidas Shroff (DIN: 00180810)Director of the Company retires by rotation at the ensuing Annual General Meeting of theCompany and being eligible offers himself for re-appointment.
The earlier appointment of Mr. Rajnikant Devidas Shroff (DIN: 00180810) as ManagingDirector of the Company expired on 31st March 2020. The Board of Directors hasre-appointed Mr. Rajnikant Devidas Shroff as Managing Director for a further period of 5(five) years with effect from April 1 2020 without payment of any remuneration andsubject to the approval of the Members and upon the terms and conditions as set out in thenotice convening the 50th Annual General Meeting of the Company.
The earlier appointments of Mr. Pradeep Vedpraksh Goyal (DIN: 00008370) Mrs.Swati Sandesh Mayekar (DIN: 00245261) and Mr. Arun Chandrasen Ashar (DIN: 00192088) theIndependent Directors of the Company expire on the conclusion of forthcoming 50th AnnualGeneral Meeting of the members of the Company to be held on Friday 20th September 2019.The Board of Directors has re-appointed Mr. Pradeep Vedpraksh Goyal Mrs. Swati SandeshMayekar and Mr. Arun Chandrasen Ashar Independent Directors for further period of 5(five) years with effect from 20th September 2019 subject to the approval of theMembers by Special Resolutions and upon the terms and conditions as set out in the noticeconvening the 50th Annual General Meeting of the Company.
The resolutions seeking approval of the Members for the re-appointment of Mr.Rajnikant Devidas Shroff Mr. Pradeep Vedpraksh Goyal Mrs. Swati Sandesh Mayekar and Mr.Arun Chandrasen Ashar have been incorporated in the notice convening the 50th AnnualGeneral Meeting of the Company along with brief details about them.
The information of Directors seeking re-appointment as required pursuant to Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in the notice convening the 50th 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 https://www.uelonline.com/investors
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 underreview all the Independent Directors met on 31st January 2019 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 Company has received notices in writing from members along with the deposit ofrequisite amount under Section 160 of the Companies Act 203 proposing the candidature ofthese Directors for the office of Directors of the Company.
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 Regulation 25(7) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has worked out a Familiarization programme forthe 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 Companyapprises the independent directors about the financial performance internal controlsystem statutory compliances and corporate 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 https://www.uelonline.com/investors.
NUMBER OF MEETINGS OF THE BOARD AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD
The details of the number of meetings of the Board Audit Committee and othercommittees of the Board of the Company are set out in the Corporate Governance Reportwhich 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. Rajnikant Devidas Shroff (DIN 00180810) Chairman and Managing Director Mr. K. M.Thacker (ICSI 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 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
All Related Party Transactions entered into during the year were on arm's length basisand were in the ordinary course of business. There were no materially significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of theCompany at large.
All Related Party Transactions are approved by the Audit Committee. Prior omnibusapproval is obtained from the Audit Committee in respect of the transactions which arerepetitive in nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed on a quarterly basis by the audit committee.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The same can be accessed on https://www.uelonline.com/investors Sincethere were no materially significant related party transactions entered into during theyear the Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is not attached to this Report.
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 https://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.
RISK MANAGEMENT FRAMEWORK
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has prepared Risk Management Framework for identifying and evaluating variousmajor business risks faced by the Company. Risk Management Framework aims to lay down theprocedure for risk assessment and risk minimization. Risk Management Framework is preparedto ensure internal controls and effectively respond to any changes in the businessenvironment so as to achieve high degree of business performance limit any negativeimpact on its working and avail of benefits arising out of any business opportunities.There are standard practices in place to ensure that strong financial controls are inplace.
The audit committee has additional oversight in the area of financial risks andcontrols. Key business risks perceived by the Company and mitigating initiatives are asunder:
- 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 toenters in 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.
99.19 % of the total paid up equity shares of the Company are dematerialized as on 31stMarch 2019.
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 2019 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 ||3.61 |
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 2019 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 2019 and of the profit 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 inplace and 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.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors state that applicable Secretarial Standards i.e. SS-1 andSS-2 issued by the Institute of Companies Secretaries of India relating to"Meetings of the Board of Directors" and "General Meetings"respectively have been duly followed by the Company.
DEALING WITH SECURITIES WHICH HAVE REMAINED UNCLAIMED
Members are hereby informed that as per Regulation 39(4) read with Schedule VI of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company is inthe process of sending reminders to those Members whose share certificates have remainedunclaimed to contact the Company immediately in the matter. The Registrar and TransferAgent M/s. Link Intime India Pvt. Ltd. is in the process of compiling the data forunclaimed shares. 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.
Members may note that the lawful claimant in respect of these shares will be able toclaim such shares from the Company till such time they remain in the unclaimed suspenseaccount as aforesaid.
EXTRACT OF ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act 2013 a copy of Annual Returnhas been placed on the website of the Company and the web link of such AnnualReturn is https://www.uelonline.com/investors.
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 would impact the going concern status of the Company and its futureoperations.
EVENTS AFTER BALANCE SHEET DATE
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyto which the balance sheet relates and the date of this Report.
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 2019; 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 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 |
|17th May 2019 ||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) |