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Directors Report of Uniphos Enterprises Ltd.

Mar 31, 2015

TO THE MEMBERS OF UNIPHOS ENTERPRISES LIMITED

The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31st March, 31st March, 2015 2014

Profit/(Loss) before taxation 852.23 (163.11)

Less: Provision for taxation - -

Profit/(Loss) after taxation 852.23 (163.11)

Add: Balance brought forward 756.59 919.70

Balance carried forward 1608.82 756.59

OPERATIONAL PERFORMANCE

During the year, the Company traded in chemical of Yellow Phosphorus totaling to Rs.191.24 lacs.

The Company has earned Profit of Rs.852.23 lacs after tax as compared to loss of Rs.163.11 lacs in the previous year.

FUTURE OUTLOOK

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

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 Reserve Account. An amount of Rs. 1608.82 lacs is proposed to be retained in the Statement of Profit and Loss.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 1390.92 lacs.

i) Issue of Equity Shares with differential rights, Issue of Sweat Equity shares and Issue of Employee Stock Options

During the year under review, the Company has not issued any shares with differential voting 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 by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees 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 Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements. There are no loans given and there are no guarantees issued by the Company.

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

The Company's Auditors, Messrs S R B C & CO LLP (ICAI Firm Registration No. 324982E), Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

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 the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as 'Annexure [1] to Board's Report'. The secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

DIRECTORS

In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sandra Rajnikant Shroff (DIN: 00189012), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers herself for re-appointment.

The earlier appointment of Mr. Rajnikant Devidas Shroff (DIN: 00180810) as Managing Director of the Company expired on 31st March, 2015. The Board of Directors has re-appointed Mr. Rajnikant Devidas Shroff as Managing Director for a further period of 5 (five) years, with effect from April 1, 2015, without payment of any remuneration and subject to the approval of the Members and upon the terms and conditions as set out in the notice convening the 46th Annual General Meeting of the Company.

The resolution seeking approval of the Members for the re-appointment of Mr. Rajnikant Devidas Shroff has been incorporated in the notice of the 46th Annual General Meeting of the Company along with brief details about him.

The brief resume of Mrs. Sandra Rajnikant Shroff and Mr. Rajnikant Devidas Shroff, Directors of the Company as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the 46th Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Details of the familiarization programme of the independent directors are available on the 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 Clause 49 of the Listing Agreement, annual performance evaluation was carried out of the performance of the Board and the directors individually. Various parameters were considered for evaluation and after receiving the inputs from the Directors, the performance evaluation exercise was carried out. The parameters included integrity, credibility, expertise and trustworthiness of directors, Board's monitoring of various compliances, laying down and effective implementation of various policies, level of engagement and contribution of the directors, safeguarding the interest of all stakeholders etc.

During the year under review, all the Independent Directors met on 2nd February, 2015 to discuss evaluation of the performance of Non Independent Directors and the Board of Directors as a whole, evaluation of the performance of Chairman of the Company, taking into account the views of the Directors and evaluation of the quality, content and timelines of fow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The performance of evaluation of each Independent Director was carried out by the Board. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, Senior management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which forms part of this Report. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, independent nature of the directors, personal and professional standing, diversity of the Board, etc. At present no Director of the Company receives any remuneration from the Company except payment of sitting fess to some of the Independent Directors for attending the Board and Committee meetings. The Senior management employees are working for the Company on deputation basis.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are set out 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 has constituted an Audit Committee consist of three Independent Directors. The details of the composition of the Audit Committee is provided in the Corporate Governance Report which forms part of this Report. There are no recommendation of the Audit Committee which are not accepted by the Board.

KEY MANAGERIAL PERSONNEL

Mr. Rajnikant Devidas Shroff (DIN 00180810), Chairman and Managing Director, Mr. K. M. Thacker (Membership No. ACS 6843), Company Secretary and Mr. Bipin P. Chheda, Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions 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 AND PARTICULARS OF EMPLOYEES

As none of the Directors of your Company receives remuneration from the Company and the Senior management employees are working for the Company on deputation basis, the information 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, as amended from time to time, in respect of Directors/ employees of your Company is not given.

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs.60 lacs, or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than Rs.5 lacs per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with 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 Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have 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 the Company's website. The same can be accessed on www.uelonline.com/investors.

Since there were no materially significant related party transactions entered into during the year, the Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 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 or mismanagement in the Company. The policy enables any employee or director to directly communicate to the Chairman of the Audit Committee to report any fraud, irregularity or mismanagement in the Company. The policy ensures strict confidentiality while dealing with concerns and also that no discrimination or victimization is meted out to any whistleblower. 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 and complexity of its operation. The Group has an inhouse internal audit team which undertakes internal audit and ensures that all transactions are authorized and recorded in the books of the Company. The internal audit department monitors the efficacy and adequacy of internal control. Significant audit observations, if any, are presented to the Audit Committee and action taken to correct any deficiency is informed to them. The report prepared by internal audit team forms the basis of utilization by the Managing Director and Chief Financial Officer for financial reporting as required under clause 49 of the Listing Agreement.

RISK MANAGEMENT FRAMEWORK

Pursuant to clause 49 of the Listing Agreement, the Company has prepared Risk Management Framework for identifying and evaluating various major business risks faced by the Company. Risk Management Framework aims to lay down the procedure for risk assessment and risk minimization. Risk Management Framework is prepared to ensure internal controls and effectively respond to any changes in the business environment so as to achieve high degree of business performance, limit any negative impact 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 in place. The audit committee has additional oversight in the area of financial risks and controls.

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 be able to mobilize adequate funds, if any, in time. The mitigating factors are that the Company has good investment in the quoted shares, so raising additional funds, if any, will not be diffcult for the Company.

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

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

DEPOSITORY SYSTEM

98.97 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2015.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended 31st March, 2015 is furnished here below.

I. CONSERVATION OF ENERGY – Not Applicable

II. TECHNOLOGY ABSORPTION – Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

DIRECTORS RESPONSIBILITY

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

a) That in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) That such accounting policies as mentioned in Note 2.1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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 financial controls were adequate and were operating effectively.

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

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. A Certificate from Auditors regarding compliance of the conditions of Corporate Governance as stipulated under the said clause is also attached to this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in

form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, are set out and annexed herewith as 'Annexure [2] to Board's Report'.

LISTING OF THE COMPANY'S EQUITY SHARES / GDR

The Equity Shares of your Company continue to be listed at the BSE Ltd. and National Stock Exchange of India Ltd. The GDR continue to be listed at the Luxembourg Stock Exchange. 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 future operations.

GENERAL

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

a) The Company has no subsidiary as on 31st March, 2015;

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

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

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

ACKNOWLEDGEMENT

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

Mumbai By Order of the Board of Directors

27th April, 2015 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)


Mar 31, 2014

THE MEMBERS OF

UNIPHOS ENTERPRISES LIMITED

The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs in lacs)

Year ended Year ended 31st March, 31st March, 2014 2013

Profit/(Loss) before taxation (163.11) (1018.47)

Less: Provision for taxation - -

Profit/(Loss) after taxation (163.11) (1018.47)

Add: Balance brought forward 919.70 1938.17

Balance carried forward 756.59 919.70

OPERATIONAL PERFORMANCE

During the year, the Company traded in chemicals of Hydrazine Hydrate and Yellow Phosphorus totaling to Rs.907.50 lacs.

The Company has incurred loss of Rs.163.11 lacs after tax as compared to loss of Rs.1018.47 lacs in the previous year.

FUTURE OUTLOOK

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

DIVIDEND

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

COMPLETION OF THE RIGHTS ISSUE OF 4,40,71,179 EQUITY SHARES AGGREGATING TO Rs.7,492.10 LACS AND CHANGE IN CAPITAL STRUCTURE

During the year your Company has successfully completed the Rights Issue of 4,40,71,179 equity shares of Rs.2/- each at a price of Rs.17/- per equity share (including premium of Rs.15/-), for an amount aggregating to Rs.7,492.10 lacs, to the successful applicants who subscribed to the Rights Issue of the Company in the ratio of 173 (One Hundred and Seventy Three) fully paid up equity shares of Rs.2/- each for every 100 (One Hundred) fully paid up equity shares of Rs.2/- each held (i.e., 173:100) by the equity shareholders on the record date i.e. 19th September, 2013. The issue was opened on 27th September, 2013 and closed on 26th October, 2013. The Rights shares were allotted on 6th November, 2013. The Company has fully utilized the proceeds of Rights Issue of Rs.7,492.10 Lacs for the objects of the issue as stated in the letter of offer.

Consequent to the aforesaid Rights Issue, the paid up Equity Share Capital of the Company stands increased from Rs.5,09,49,340/-

(comprising of 2,54,74,670 fully paid-up equity shares of Rs.2/- each) to Rs.13,90,91,698/- (comprising of 6,95,45,849 fully paid- up equity shares of Rs.2/- each). Post Rights Issue, shareholding of Promoters and Promoters'' group has reached 66.78% (4,64,42,394 equity shares of Rs.2/- each) of the post issue capital.

AUDITORS AND AUDITORS'' REPORT

M/s S. V. Ghatalia & Associates LLP, Chartered Accountants, the present statutory Auditors of the Company and who hold office up to the date of the Annual General Meeting have expressed their inability to continue as the statutory Auditors of the Company.

In view of the above, the members are requested to appoint M/s. S R B C & CO LLP, (Firm Registration No. 324982E), Chartered Accountants as the Auditors of the Company for the year 2014-15 and authorize the Board to fix their remuneration. M/s. S R B C & Co. LLP have expressed their willingness to take up the assignment of Statutory Audit of the Company. They have also confirmed that, if appointed, their appointment would be in accordance with the limits specified in Section 139(1) of the Companies Act, 2013.

The Board takes this opportunity to place on record its deep sense of appreciation to the outgoing Auditors M/s. S. V. Ghatalia & Associates LLP for the services rendered and guidance imparted by them during their tenure as Statutory Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

DEPOSITORY SYSTEM

98.89 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2014.

DIRECTORS

In accordance with the Provisions of Sections 152 of the Companies Act, 2013 and the Articles 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 the Company, and being eligible, offers himself for re- appointment.

In terms of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Pradeep Vedprakash Goyal, Mrs. Swati Sandesh Mayekar and Mr. Arun Chandrasen Ashar as Independent Directors of your Company up to 5 (five) consecutive years for a term up to the conclusion of the 50th Annual General Meeting of the Company in the calendar year 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief resume of Mr. Jaidev Rajnikant Shroff, Mr. Pradeep Vedprakash Goyal, Mrs. Swati Sandesh Mayekar and Mr. Arun Chandrasen, Directors of the Company as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Annual General Meeting of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2014 is furnished here below.

I. CONSERVATION OF ENERGY – Not Applicable

II. TECHNOLOGY ABSORPTION – Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lacs.

(a) Foreign Exchange earned -

(b) Foreign Exchange outgo 882.69

PARTICULARS OF EMPLOYEES

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs.60 lacs, or (ii) if employed for a part of the financial

year, was in receipt of remuneration, in aggregate, more than Rs.5 lacs per month. Hence, the information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, as amended from time to time, is not applicable and hence not attached.

DIRECTORS RESPONSIBILITY

Your Directors confirm the following Directors'' Responsibility statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956:

1) in the preparation of Annual Accounts for the year ended 31st March, 2014, the Company has followed the applicable accounting standards with proper explanations relating to material departures, if any;

2) appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for that year;

3) proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report forms part of this Report. Auditors'' Certifcate regarding compliance of the conditions of Corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANY''S EQUITY SHARES

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

ACKNOWLEDGEMENT

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

Mumbai By Order of the Board of Directors 25th April, 2014 For UNIPHOS ENTERPRISES LTD.

Registered office : R. D. SHROFF 11, G.I.D.C., Vapi, Chairman & Managing Director Dist. Valsad, Gujarat, CIN: L24219GJ1969PLC001588 Pin-396 195.


Mar 31, 2013

TO, THE MEMBERS OF UNIPHOS ENTERPRISES LIMITED

The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) Year ended Year ended 31st March, 2013 31st March, 2012

Profit/(Loss) before taxation (1018.47) 104.59

Less: Provision for taxation (14.09)

Profit/(Loss) after taxation (1018.47) 118.68

Add: Balance brought forward 1938.17 1819.49

Balance carried forward 919.70 1938.17

OPERATIONAL PERFORMANCE

During the year, the Company traded in chemicals of Propionic Acid and Hydrazine Hydrate totaling to Rs.110.76 lacs.

The Company has incurred loss of Rs.1018.47 lacs after tax as compared to profit of Rs.118.68 lacs in the previous year.

FUTURE OUTLOOK

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

DIVIDEND

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

RIGHTS ISSUE

The Board of Directors of your Company in its meeting held on December 23, 2010 had approved to issue equity shares of face value of Rs.2/- each on rights basis to the existing equity shareholders for an amount not exceeding Rs.7500 lacs ("Rights Issue"). The objects of the Rights Issue is to deploy the net proceeds for repayment of certain loans availed by the Company and for general corporate purposes. In connection with this proposed Rights Issue, the Company has received observation letter from SEBI, dated 18th March, 2013, for the draft letter of offer filed with it.

AUDITORS AND AUDITORS'' REPORT

M/s. S. V. Ghatalia & Associates LLP, Chartered Accountants, the Statutory Auditors are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue, if re- appointed. Your Directors recommend their appointment as the Statutory Auditors and to fix their remuneration for the year 2013-14.

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

DEPOSITORY SYSTEM

97.06 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2013.

DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Swati S. Mayekar, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

The brief resume of Mrs. Swati S. Mayekar, Director of the Company as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Annual General Meeting of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2013 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO :

Rs. in Lacs.

(a) Foreign Exchange earned

(b) Foreign Exchange outgo 2.53

PARTICULARS OF EMPLOYEES

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs.60 lacs, or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than Rs.5 lacs per month. Hence, the information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, as amended from time to time, is not applicable and hence not attached.

DIRECTORS RESPONSIBILITY

Your Directors confirm the following Directors'' Responsibility statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956:

1) in the preparation of Annual Accounts for the year ended 31st March, 2013, the Company has followed the applicable accounting standards with proper explanations relating to material departures, if any;

2) appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the loss of the Company for that year;

3) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report forms part of this Report. Auditors'' Certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANY''S EQUITY SHARES

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

ACKNOWLEDGEMENT

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

Mumbai On behalf of the Board of Directors

25th April, 2013

Registered Office:

11, G.I.D.C., Vapi,

Dist. Valsad, Gujarat, R. D. SHROFF

Pin- 396 195. Chairman & Managing Director


Mar 31, 2012

THE MEMBERS OF UNIPHOS ENTERPRISES LIMITED

The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31st March, 2012 31st March, 2011

Profit/(Loss) before taxation & Exceptional Items 104.59 (182.84)

Less: Provision for taxation (14.09) 0.44

Profit/(Loss) after taxation 118.68 (183.28)

Add: Balance brought forward 1819.49 2002.77

Balance carried forward 1938.17 1819.49

OPERATIONAL PERFORMANCE

During the year, Company initiated import of chemical from Vietnam and sold it on high seas basis. Other income was Rs.1020.86 lacs as compared to Rs.514.62 lacs in the previous year.

The Company has earned profit of Rs.118.68 lacs after tax as compared to loss of Rs.183.28 lacs in the previous year.

FUTURE OUTLOOK

The Company is exploring the opportunities of trading in chemicals and looking out for good proposals.

DIVIDEND

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

RIGHTS ISSUE

The Board of Directors of your Company in its meeting held on December 23, 2010 had approved to issue equity shares of face value of Rs. 2/- each on rights basis to the existing equity shareholders for an amount not exceeding Rs.7500 lacs ("Rights Issue"). The objects of the Rights Issue is to deploy the net proceeds for repayment of certain loans availed by the Company and for general corporate purposes. In connection with this proposed Rights Issue, the Company has filed draft letter of offer with the Securities and Exchange Board of India ("SEBI") on 31st December, 2010, which is awaiting their decision.

AUDITORS AND AUDITORSDREPORT

M/s. S. VI Ghatalia & Associates, Chartered Accountants, the Statutory Auditors are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors and to fix their remuneration for the year 2012-13.

The notes to the accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DEPOSITORY SYSTEM

96.91 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2012.

DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jai R. Shroff, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

The brief resume of Mr. Jai R. Shroff, Director of the Company as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Annual General Meeting of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2012 is furnished here below.

I. CONSERVATION OF ENERGY DNot Applicable

II. TECHNOLOGY ABSORPTION DNot Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lacs.

(a) Foreign Exchange earned -

(b) Foreign Exchange outgo 2.37

PARTICULARS OF EMPLOYEES

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs.60 lacs, or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than Rs.5 lacs per month. Hence, the information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, as amended from time to time, is not applicable and hence not attached.

DIRECTORS RESPONSIBILITY

Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956:

1) in the preparation of Annual Accounts for the year ended 31st March, 2012, the Company has followed the applicable accounting standards with proper explanations relating to material departures, if any;

2) appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for that year;

3) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report forms part of this Report. Auditors Certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANYB EQUITY SHARES

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

ACKNOWLEDGEMENT

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

Mumbai On behalf of the Board of Directors

30th April, 2012

Registered Office:

11, G.I.D.C., Vapi,

Dist. Valsad, Gujarat, R. D. SHROFF

Pin - 396 195. Chairman & Managing Director




Mar 31, 2011

The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31st March, 2011 31st March, 2010

Profit/(Loss) before taxation & Exceptional Items (182.84) (416.62)

Exceptional Items - 2736.11

Profit/(Loss) before taxation (182.84) 2319.49

Less: Provision for taxation (0.44) 335.00

Profit/(Loss) after taxation (183.28) 1984.49

Add: Balance brought forward 2002.77 18.28

Balance carried forward 1819.49 2002.77

OPERATIONAL PERFORMANCE

During the year, there were no sales. Other income was Rs.514.62 lacs as compared to Rs.396.44 lacs in the previous year.

The Company has suffered loss of Rs.183.28 lacs after tax as compared to profit of Rs.1984.49 lacs in the previous year.

FUTURE OUTLOOK

The Company is exploring the opportunities of trading in chemicals and looking out for good proposals.

DIVIDEND

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

RIGHTS ISSUE

During the year, the Board of Directors of your Company in its meeting held on December 23, 2010 has approved to issue equity shares of face value of Rs.2/- each on rights basis to the existing equity shareholders for an amount not exceeding Rs.7500 lacs ("Rights Issue"). The objects of the Rights Issue is to deploy the net proceeds for repayment of certain loans availed by the Company and for general corporate purposes. In connection with this proposed Rights Issue, the Company has filed draft letter of offer with the Securities and Exchange Board of India ("SEBI") on 31st December, 2010.

REVALUATION OF LAND ASSETS

The Company, based on the reports by the independent valuers, has revalued land assets based on the fair market value at 31st March, 2011 by an amount of Rs.14,500 lacs and an equivalent amount has been credited to Revaluation Reserve Account.

AUDITORS AND AUDITORS REPORT

M/s. S. V. Ghatalia & Associates, Chartered Accountants, the Statutory Auditors are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors and to fix their remuneration for the year 2011-12.

The notes to the accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DEPOSITORY SYSTEM

96.76 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2011.

DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pradeep Goyal, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

The brief resume of Mr. Pradeep Goyal, Director of the Company as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Annual General Meeting of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2011 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

PARTICULARS OF EMPLOYEES

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs.60 lacs, or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than Rs.5 lacs per month. Hence, the information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, as amended from time to time, is not applicable and hence not attached.

DIRECTORS RESPONSIBILITY

Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956:

1) in the preparation of Annual Accounts for the year ended 31st March, 2011, the Company has followed the applicable accounting standards with proper explanations relating to material departures, if any;

2) appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the loss of the Company for that year;

3) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual accounts have been prepared on a going concern basis.

GROUP FOR INTERSE TRANSFER OF SHARES

As required under Regulation 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Regulations") persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure attached herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report forms part of this Report. Auditors Certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANYS EQUITY SHARES

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT

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



On behalf of the Board of Directors



R.D. SHROFF Chairman & Managing Director

Mumbai 14th May, 2011

Registered Office: 11, G.I.D.C, Vapi, Dist. Valsad, Gujarat, Pin -396 195.


Mar 31, 2010

The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended

31st March, 2010 31st March, 2009

Profit/(Loss) before taxation & exceptional Items (416.62) (760.78)

Exceptional Items 2736.11 1386.36

Profit/(Loss) before taxation 2319.49 625.58

Less: Provision for taxation 335.00 20.99

Profit/(Loss) after taxation 1984.49 604.59

Add: Balance brought forward 18.28 (586.31)

Balance carried forward 2002.77 18.28

OPERATIONAL PERFORMANCE

During the year, there were no sales. Other income was Rs 396.44 lacs as compared to Rs. 410.71 lacs in the previous year.

The Company has earned profit of Rs. 1984.49 lacs after tax as compared to profit of Rs. 604.59 lacs in the previous year. This is mainly on account of profit on sale of property.

FUTURE OUTLOOK

The Company is ready to take advantage of the opportunity of trading in chemicals with the reduction in tariffs for imports.

DIVIDEND

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

INSURANCE

All the properties of the Company have been adequately insured.

AUDITORS AND AUDITORS REPORT

M/s. S. V. Ghatalia & Associates, Chartered Accountants, the Statutory Auditors are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors and to fix their remuneration for the year 2010-11.

The notes to the accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DEPOSITORY SYSTEM

96.54 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2010.

DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Arun C. Ashar, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.

The brief resume of Mr. Arun C. Ashar, Director of the Company as required by Clause 49 of the Listing Agreement with the Stock Exchanges, is provided in the notice convening the Annual General Meeting of the Company.

During the year, the Board of Directors have appointed Mrs. Swati S. Mayekar as an Additional Directors on the Board of the Company with effect from 28th January, 2010. Mrs. Mayekar is Chartered Accountant and also Company Secretary. Mrs. Mayekar has rich and varied experience in the field of corporate laws and your Company is proud to avail of her knowledge and guidance. As per section 260 of the Companies Act, 1956, she holds office of Director up to the date of ensuing Annual General Meeting. Notices in writing as required under Section 257 of the Companies Act, 1956 have been received from members proposing her appointment as Director of the Company at the ensuing Annual General Meeting. Your Directors recommend her appointment.

Mr. R. D. Shroff was re-appointed as the Managing Director of the Company without remuneration for a period of five years commencing from 1st April, 2010 at the meeting of the Board of Directors held on 29th April, 2010.

During the year Mr. Prakash Shah has Resigned from the Board of Directors of the Company with effect from 28th January, 2010.

The Board takes this opportunity to place on record its deep sense of appreciation for the support and invaluable contribution made by Mr. Prakash Shah during his tenure as Director of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

Information required under Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2010 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

Rupees in Lacs.

(a) Foreign Exchange earned -

(b) Foreign Exchange outgo 2.38

PARTICULARS OF EMPLOYEES

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs. 24 lacs, or (II) if employed for a part of the financial year, was in receipt of remuneration in aggregate, more than Rs. 2 lacs per month. Hence, the information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, as amended from time to time, is not applicable and hence not attached.

DIRECTORS RESPONSIBILITY

Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217(2AA) of the Companies Act, 1956:

1) in the preparation of Annual Accounts for the year ended 31st March, 2010, the Company has followed the applicable accounting standards with proper explanations relating to material departures/if any;

2) appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that year;

3) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the annual accounts have been prepared on a going concern basis. GROUP FOR INTERSE TRANSFER OF SHARES

As required under Regulation 3(l)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Regulations") persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure attached herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report forms part of this Report. Auditors Certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANYS EQUITY SHARES

The Equity Shares of your Company continue to be listed at the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT

Your Directors take this opportunity in expressing their gratitude to the Government of India, the State Government of Gujarat, Financial Institutions and the Commercial Banks. The Board is also thankful to consumers, distributors, investors/etc. for their unstinted support to the Company.

Mumbai On behalf of the Board of Directors

2nd August, 2010

R.D. SHROFF

Registered Office: Chairman & Managing Director

11G.I.D.C, Vapi,

Dist. Valsad, Gujarat, Pin - 396 195.

 
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