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Directors Report of Uniphos Enterprises Ltd.
Mar 31, 2025
DIVIDEND
Your Directors have recommended dividend of 25% i.e., ''0.50 (previous year 285% i.e., ''5.70) per equity share of face value of ''2/- each for the financial year ended 31st March, 2025, which if approved at the forthcoming 56th Annual General Meeting ("AGM"), will be paid, subject to deduction of tax at source, to all those equity shareholders of the Company whose name appear in the Register of Members as on close of business hours on Friday, August 29, 2025 and whose name appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as of the close of business hours on Friday, August 29, 2025. The dividend on Equity Shares if approved by the Members, would involve gross cash outflow of ''347.73 lakhs (previous year ''3964.1 1 lakhs). The dividend recommended is in line with the dividend distribution policy of the Company. The policy is available on the website of the Company under Investors section at http://uelonline.com/ policies/DIVIDEND%20DISTRIBUTION%20POLICY.pdf
OPERATIONAL PERFORMANCE
During the year, the Company traded in agro commodities totaling to ''11151.13 lakhs as compared to ''5064.79 lakhs in the previous year. Other income was ''611.83 lakhs as compared to ''4286.62 lakhs in the previous year. The Company has earned profit of ''27.83 lakhs after tax as compared to profit of ''3861.43 lakhs in the previous year. The reduction in the other income and
Your Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2025.
|
('' in lakhs) |
||
|
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
|
Profit before taxation |
22.68 |
3894.35 |
|
Less: Provision for taxation |
(5.15) |
32.92 |
|
Profit after taxation |
27.83 |
3861.43 |
|
Add: Balance brought forward |
14642.37 |
15301.42 |
|
Less: Dividend paid during the year |
3964.11 |
4520.48 |
|
Add: Transfer of fair value reserve of equity instruments designated at FVOCI (Refer note 13 (g) to the Financial Statements) |
9344.27 |
|
|
Balance carried forward |
20050.36 |
14642.37 |
profit was due to lower declaration of dividend by UPL Limited of 50% in the current year as against 500% in the previous year. The Company is engaged only in trading. The Company''s revenue during the year was from trading and other income consisting of dividend on equity shares, mutual funds and interest on bank fixed deposits.
The Company continues to look at new opportunities of trading. The Company''s revenue is also from other income consisting of dividend on equity shares and mutual funds. The financial asset of the Company is mainly investment in listed security and accordingly, any material volatility in the capital market may impact the market value of the investment.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms an integral part of this Report.
No amount is transferred from Profit and Loss Account to the Reserve as provision for proposed dividend.
The paid up Equity Share Capital as on 31st March, 2025 was ''1390.92 lakhs.
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 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements. There are no loan given by the Company. There are no guarantees issued by the Company.
At the 55th Annual General Meeting of the members of the Company held on 20th September, 2024, the shareholders had approved the inter-se transfer up to 50,00,000 equity shares, being part of the investment held by the Company in the equity shares of UPL Limited, in one or more tranches, to Nerka Chemicals Pvt. Ltd., being related party (as defined under the Act /"SEBI Regulations") of the Company being the entity belonging to the promoter / promoter group. Pursuant to the said approval, the
Company during the year, inter-se transferred 17,80,000 equity shares of UPL Limited to Nerka Chemicals Private Limited through block deal at market price. The sale proceeds of these shares were utilized for subscribing and payment of first call money of the Rights Issue of UPL Limited.
During the year, the Company had subscribed and was allotted 49,39,947 equity shares of face value ''2 each of UPL Limited on rights basis. The rights issue offer price was ''360 per equity share (Comprising ''2 towards paid-up value and ''358 towards premium). The Company has paid so far the amount of ''180 per equity share towards subscription money and first call money (Comprising of '' 1 towards paid-up value and ''179 towards premium). The balance amount of ''180 per equity share (Comprising ''1 towards paid-up value and ''179 towards premium) shall be payable on one or more additional calIs as and when made by UPL Limited.
During the year, the Company availed loan of '' 50 crores against pledge of equity shares held by the Company in UPL Limited. The Company has repaid the entire loan along with interest and released the pledged equity shares.
AUDITORS AND AUDITORS'' REPORT
a) Statutory Auditor
At the 53rd Annual General Meeting of the Company held on 19th August, 2022, the members of the Company have approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/ W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years from the Company''s financial year 2022-23. The Statutory Auditor will hold office till the conclusion of 58th Annual General Meeting of the Company to be held in the year 2027.
The report of the Statutory Auditors on financial statements along with the notes forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Auditors for the financial year 2024-25 is unmodified and do not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditors is annexed herewith as Annexure to Board''s Report.
Pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013 (''the Act''), read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and pursuant to Regulation 24A as amended vide the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, the Audit Committee and the Board of Directors of the Company ("Board") at its respective meeting held on May 28, 2024 recommended, subject to approval of the members of the Company at the forthcoming 56th Annual General Meeting, the appointment of M/s. N. L. Bhatia & Associates, Practicing Company Secretaries (Firm Registration Number P1996MH055800) as the Secretarial Auditors of the Company for a first term of 5 (five) years, commencing from Financial Year 2025- 26 till Financial Year 2029-30. The necessary resolution seeking your approval for their appointment as secretarial auditors is included in the notice of the ensuing 56th Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the SEBI Listing Regulations.
Mr. Rajnikant Devidas Shroff (DIN: 00180810), on completion of his current term as Managing Director at the closure of business hours on 31st March, 2025, has expressed his desire to step down from his responsibility as Managing Director and as a member of the Board of Directors of Uniphos Enterprises Limited and now wishes to devote his time for research with focus on improving Indian agriculture and chemical industry. Mr. Rajnikant Devidas Shroff''s dedication to the Company and Indian Chemical industry is unprecedented. His many awards are a mere testimony of his legend. He was conferred Padma Bhushan in 2021, one of India''s highest civilian award, for his contribution to the field of trade and industry. His contribution in ensuring food security for India is exemplary. Mr. Rajnikant Devidas Shroff is considered as India''s ''Crop Protection King''.
The Board of Directors places on record its gratitude and appreciation for the valuable contribution, guidance and services rendered by Mr. Rajnikant Devidas Shroff during his tenure of more than five decades as Director of the Company.
Mr. Pradeep Vedprakash Goyal (DIN: 00008370) and Mrs. Swati Sandesh Mayekar (DIN: 00245261) on completion of second term of appointment as Independent Directors with effect from 19th September, 2024 have ceased to be Directors of the Company.
The Board of Directors places on record its gratitude and appreciation for the valuable contribution, guidance and services rendered by Mr. Pradeep Vedprakash Goyal and Mrs. Swati Sandesh Mayekar during their tenure as Independent Directors of the Company.
The members of the Company at the Extraordinary General Meeting of the members of the Company held on May 9, 2025, have approved the appointment of Mrs. Sandra Rajnikant Shroff (DIN: 00189012) as Managing Director of the Company, not liable
to retire by rotation, for a period of 5 (Five) years with effect from April 1, 2025 upto March 31, 2030.
Further, in accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Jaidev Rajnikant Shroff (DIN: 00191050), Non-Executive Director of the Company, retires by rotation at the ensuing 56th AGM of the Company, and being eligible, offers himself for re-appointment.
Based on performance evaluation and in the opinion and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, considering his association with the Company since long, seniority, role played by Mr. Jaidev Rajnikant Shroff towards the growth of this Company and to reap the benefits of his rich and varied experience in the various fields, approval of shareholders is sought, by way of ordinary resolution, for re-appointment of Mr. Jaidev Rajnikant Shroff as Non-Executive Director, liable to retire by rotation.
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 Act and Regulation 16(b) of the SEBI Listing Regulations.
In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have successfully registered their name for inclusion in the ''Independent Directors Data Bank'' maintained by the Indian Institute of Corporate Affairs, the declaration in this regard was received from each of them. In the opinion of the Board, all the independent directors are persons of integrity and possesses the relevant expertise and experience (including the proficiency) as required under the Act and the Rules made thereunder.
The Board is of the opinion that the Director recommended for re-appointment as aforesaid possesses the required integrity, expertise, experience and proficiency and recommends the same to the Members at the ensuing Annual General Meeting.
None of the Directors of the Company has incurred any disqualification.
Pursuant to the provisions of the Act, Regulations 17(10) and 25(4) (a) of the SEBI Listing Regulations, annual performance evaluation was carried out of the performance of the Board, various Board Committees 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 Business and Economics, Management and Leadership, Strategic Planning, Chemical Engineering, Finance, Risk, Compliance and Governance 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 13th February, 2025 to discuss evaluation of the performance of Non Independent Directors and the Board of Directors as a whole, evaluation of the performance of the Chairman of the Company, taking into account the views of the Directors and evaluation of the quality, content and timelines of flow 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.
The information of Director seeking re-appointment as required pursuant to Regulation 36(3) of the SEBI Listing Regulations and the Clause 1.2.5 of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is provided in the annexure to the notice convening the 56th AGM of the Company.
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 the Independent Directors for attending the Board and Committee meetings. The Senior management employees are working for the Company on deputation basis.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the Regulation 25(7) of the SEBI Listing Regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the financial performance, internal control system, statutory compliances, corporate governance practices and regulatory updates.
At the time of appointment of independent director, a formal letter of appointment is given which explains role, responsibility and rights in the Company. Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company https://www.uelonline.com/pdf/ UEL_familiarisation_program_independent_directors.pdf
DIRECTORS AND OFFICERS INSURANCE (''D&O'')
As required pursuant to the Regulation 25(10) of the SEBI Listing Regulations, the Company has undertaken Directors and Officers insurance (''D & O insurance'') for its Directors, Officers, and Employees of the Company, which covers them from alleged breach of fiduciary duty while performing their duties.
NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES
The details of the number of Board and Board Committees meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.
COMPOSITION OF BOARD COMMITTEES⢠Audit Committee
Pursuant to the provisions of Section 177(1) of the Act, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the SEBI Listing Regulations, the Company has constituted an Audit Committee of the Board of Directors consisting 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. During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board were accepted by the Board and there were no instances where the recommendations were not accepted.
⢠Nomination and Remuneration Committee
Pursuant to the provisions of Section 178 of the Act, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Company has constituted a Nomination and Remuneration Committee of the Board of Directors consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report which forms part of this Report.
⢠Stakeholders Relationship Committee
Pursuant to the provisions of Section 178 of the Act and Regulation 20 read with Part D of Schedule II to the SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee of the Board of Directors, consisting of one Independent Director and two Non-Executive Directors. The details of the composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report which forms part of this Report.
⢠Risk Management Committee
Pursuant to the Regulation 21 read with Part D of Schedule II to the amended SEBI Listing Regulations, the Company has
constituted a Risk Management Committee of the Board of Directors consisting of three members of the Board of Directors including one Independent Director. The details of the composition of the Risk Management Committee is provided in the Corporate Governance Report which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Board of Directors has approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at http://uelonline.com/policies/Corporate%20Social%20
The Company through its CSR Policy believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. Apart from continuously fulfilling all its regulatory requirements related to the laws of land, the Company believes in a well-structured corporate social responsibility culture. The Company undertakes or supports projects/programs in line with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Pursuant to the provisions of sub-section (9) of Section 135 of the Companies Act, if the amount to be spent by a Company under sub-section (5) of Section 135 does not exceed fifty lakh rupees, the requirement under Sub-Section (1) for constitution of the CSR Committee shall not be applicable and hence the Company has not constituted CSR Committee. The functions of CSR Committee provided under this section is being discharged by the Board of Directors of the Company. The Board of the Company may constitute the CSR Committee, as and when required to do so, by following the sections, sub-sections, rules, regulations, notifications issued or to be issued, from time to time, by the Ministry of Corporate Affairs or the Central Government of India.
During the immediately preceding financial year, the provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013 were not applicable and therefore the Company was not required to spend any amount towards CSR activities during the year 2024-25. Consequently, a brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2024-25 and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 are not applicable and hence not given as annexure to this Report.
Mrs. Sandra Rajnikant Shroff, (DIN 00189012), Managing Director, Mr. K. M. Thacker (ICSI No. ACS 6843), Company Secretary and Mr. Bipin P. Chheda (ICAI Membership No. ACA 101820), Chief Financial Officer are the Key Managerial Personnel of your Company as on the date of this report in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies
Company at the Annual General Meeting held on September 20, 2024 obtained approval of the Members for undertaking related party transactions which may exceed the materiality threshold of ten per cent of the annual turnover of the Company as per the last audited financial statements, and which are in the ordinary course of business and on arms'' length basis.
Detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half year basis are also submitted to the stock exchanges.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formed Vigil Mechanism / Whistle Blower 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 whistle blower. The policy is also posted on the website of the Company http://uelonline.com/policies/UEL_WHISTLEBLOWER_POLICY.pdf
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 headed by a qualified professional, which undertakes internal audit and ensures that all transactions are authorized and recorded in the books of the Company.
The Group 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 Regulation 17 of the SEBI Listing Regulations. Every financial year, there are at least four meetings held in which Audit Committee reviews internal audit findings.
Internal Controls over Financial Reporting:
The Company has adequate internal financial controls in place, commensurate with the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
RISK MANAGEMENT FRAMEWORK
Pursuant to the SEBI Listing Regulations, 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
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year under review, Mr. Rajnikant Devidas Shroff, on completion of his current term as Managing Director at the closure of business hours on 31st March, 2025, has expressed his desire to step down from his responsibility as Managing Director and as a member of the Board of Directors of the Company.
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 Act 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 Rupees one crore and two lakh, or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than Rupees eight lakh and fifty thousand per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Act, 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.
All Related Party Transactions entered into during the year were on arm''s length basis and were in the ordinary course of business. 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. Accordingly, the disclosure of related party transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not attached to this Report.
All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee. The Audit Committee of the Company consists of only Independent Directors.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The same can be accessed on the website of the Company http://uelonline.com/policies/ Policy-on-Related-Party-Transactions.pdf
As required pursuant to the provisions of Sections 177 and 188 of the Act and the Regulation 23(1) of the SEBI Listing Regulations, the
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 Company has constituted, pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a Risk Management Committee consisting of three Directors of the Company including one Independent Director. The role of the Committee is to formulate a detailed risk management policy including framework for identification of various internal and external risks faced by the Company. The role of the Committee is also to oversee implementation of risk management, to monitor and evaluate significant risk exposures of the Company, evaluate the adequacy of risk management systems and assess management''s appropriate methodology to mitigate the exposures in a timely manner. The Committee gets regular inputs from management and thereafter various risks are identified and mitigating plans are developed to resolve the same. There is continuous monitoring by the Committee to ensure that the mitigation plans are effectively met in case risks arises.
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 only trading 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 difficult 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 compliance 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.
- Cyber Security Risk:- The Company is subjected to risks associated with IT and cybersecurity related to dealing with cybercrime, theft of sensitive information. The mitigating
factors are that the group has Best-in-class IT Infrastructure and IT security systems that has established robust firewalls and disaster recovery mechanisms. Perpetual event monitoring, implementation of suitable access controls, continuous improvement on IT Infrastructure and Cybersecurity and educating the entire group on safe behaviour and practices are regularly undertaken.
The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Act.
99.49% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2025.
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 Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year 31st March, 2025 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 Nil
(b) Foreign Exchange outgo Nil
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 Act:
a) That in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards have been followed along with 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 31st March, 2025 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 Act 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.
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 para C of Schedule V of the SEBI Listing Regulations, as applicable.
A Certificate from Secretarial Auditors regarding compliance of the conditions of Corporate Governance as stipulated under para E of Schedule V of the SEBI Listing Regulations is attached and forms integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
A separate section of reporting requirements on Environment, Social and Governance (ESG) parameters called Business Responsibility and Sustainability Report is attached and forms part of this Annual Report, in terms of amendment to regulation 34 (2) (f) of SEBI Listing Regulations vide Gazette notification no. SEBI/ LAD-NRO/GN/2021/22 dated May 05, 2021.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to "Meetings of the Board of Directors" and "General Meetings" respectively, have been duly followed by the Company.
Pursuant to Section 134(3)(a) of the Act, the draft annual return for Financial Year 2024-25 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and the web link of such draft Annual Return is https://www. uelonline.com/pdf/Form_MGT_7-31-03-2025-UEL--WEBSITE.pdf
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.
All the properties of the Company, to its best judgment have been adequately insured.
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.
EVENTS AFTER BALANCE SHEET DATE
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to 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 were no transactions / information 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, 2025.
b) The Company has not accepted any deposits from public.
c) Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
d) No application has been filed for corporate insolvency resolution process, by or against the Company, under the Insolvency and Bankruptcy Code, 2016 during the year under review.
e) There was no instance of one-time settlement with any Bank or Financial Institution.
Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.
Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.
Mar 31, 2024
The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2024.
SUMMARY OF FINANCIAL RESULTS
|
(Rs. in Lakhs) |
||
|
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
|
|
Profit before taxation |
3894.35 |
3962.13 |
|
Less: Provision for taxation |
32.92 |
39.59 |
|
Profit after taxation |
3861.43 |
3922.54 |
|
Add: Balance brought forward |
15301.42 |
15308.22 |
|
Less: Dividend paid during the year |
4520.48 |
3929.34 |
|
Balance carried forward |
14642.37 |
15301.42 |
DIVIDEND
Your Directors have recommended dividend of 285% i.e., ''5.70 (previous year 325% i.e., ''6.50) per equity share of face value of ''2/- each for the financial year ended 31st March, 2024, which if approved at the forthcoming 55th Annual General Meeting ("AGM"), will be paid, subject to deduction of tax at source, to all those equity shareholders of the Company whose name appear in the Register of Members as on close of Friday, September 6, 2024 and whose name appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as of the close of business hours on Friday, September 6, 2024. The dividend on Equity Shares if approved by the Members, would involve gross cash outflow of ''3964.11 lakhs (previous year ''4520.48 lakhs). The dividend recommended is in line with the dividend distribution policy of the Company. The policy is available on the website of the Company under Investors section at http:// uelonline.com/policies/DIVIDEND%20DISTRIBUTION%20POLICY.pdf
OPERATIONAL PERFORMANCE
During the year, the Company traded in chemicals and agro commodities totaling to ''5064.79 lakhs as compared to ''147.19 lakhs in the previous year. Other income was ''4286.62 lakhs as compared to ''4308.64 lakhs in the previous year. The Company has earned profit of ''3861.43 lakhs after tax as compared to profit of ''3922.54 lakhs in the previous year. The Company is engaged only in trading. The Company''s revenue was mainly from other income consisting of dividend on equity shares and mutual funds.
FUTURE OUTLOOK
The Company continues to look at new opportunities of trading. The Company''s revenue is also from other income consisting of dividend on equity shares and mutual funds. The financial
asset of the Company is mainly investment in listed security and accordingly, any material volatility in the capital market may impact the market value of the investment.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms an integral part of this Report.
TRANSFER TO RESERVES
No amount is transferred from Profit and Loss Account to the Reserve as provision for proposed dividend.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2024 was ''1390.92 lakhs.
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 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements. There are no loan given by the Company. There are no guarantees issued by the Company.
AUDITORS AND AUDITORS'' REPORT
a) Statutory Auditor
At the 53rd Annual General Meeting of the Company held on 19th August, 2022, the members of the Company have approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/ W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years from the Company''s financial year 2022-23. The Statutory Auditor will hold office till the conclusion of 58th Annual General Meeting of the Company to be held in the year 2027.
The report of the Statutory Auditors on financial statements along with the notes forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The report of the Secretarial Auditor for the financial year 2023-24 is unmodified and do not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditor is annexed herewith as Annexure to Board''s Report.
The Board has re-appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. They have confirmed their eligibility for the re-appointment.
DIRECTORS
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Arun Chandrasen Ashar, Chairman and Non-Executive Director of the Company, retires by rotation at the ensuing 55th AGM of the Company, and being eligible, offers himself for re-appointment. Mr. Arun Chandrasen Ashar, Chairman and Non-Executive Director of the Company, having attained the prescribed age limit of 75 years, Special Resolution is proposed in terms of provisions of Regulation 17(1 A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for approval by the members of the Company.
Based on performance evaluation and in the opinion and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, considering his association with the Company since long, seniority, role played by Mr. Arun Chandrasen Ashar towards the growth of this Company and to reap the benefits of his rich and varied experience in the various fields, approval of shareholders is sought, by way of special resolution, for re-appointment of Mr. Arun Chandrasen Ashar as Chairman and Non-Executive Director, liable to retire by rotation.
In view of the completion of second term of appointment of Mr. Pradeep Vedprakash Goyal (DIN: 00008370) and Mrs. Swati Sandesh Mayekar (DIN: 00245261) with effect from 19th September, 2024, the Board of Directors at its meeting held on 13th August, 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Suresh Balasubramaniam (DIN: 00424602), Mr. Prasad Vasudev Paranjape (DIN: 00242305) and Mrs. Meena Deepak Ved (DIN: 07706272) as Additional Directors (Non-Executive Independent) on the Board of the Company, with effect from 13th August, 2024, not liable to retire by rotation, for a period of 5 (five) consecutive years from 13th August, 2024 to 12th August, 2029 (both days inclusive), subject to the approval of the Members at the ensuing AGM.
In the opinion of the Board of Directors, the Independent Directors have relevant proficiency, expertise and experience.
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 Act and Regulation 16(b) of the SEBI Listing Regulations.
In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have successfully registered their name for inclusion in the ''Independent Directors Data Bank'' maintained by the Indian Institute of Corporate Affairs, the declaration in this regard was received from each of them. In the opinion of the Board, all the independent directors are persons of integrity and possesses the relevant expertise and experience (including the proficiency) as required under the Act and the Rules made thereunder.
The Board is of the opinion that the Directors recommended for appointment / re-appointment as aforesaid possess the required integrity, expertise, experience and proficiency and recommends same to the Members at the ensuing Annual General Meeting.
None of the Directors of the Company has incurred any disqualification.
Pursuant to the provisions of the Act, Regulations 17(10) and 25(4) (a) of the SEBI Listing Regulations, annual performance evaluation was carried out of the performance of the Board, various Board Committees 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 Business and Economics, Management and Leadership, Strategic Planning, Chemical Engineering, Finance, Risk, Compliance and Governance 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 12th March, 2024 to discuss evaluation of the performance of Non Independent Directors and the Board of Directors as a whole, evaluation of the performance of the Chairman of the Company, taking into account the views of the Directors and evaluation of the quality, content and timelines of flow 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.
The information of Directors seeking appointment / reappointment as required pursuant to Regulation 36(3) of the SEBI Listing Regulations and the Clause 1.2.5 of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is provided in the annexure to the notice convening the 55th AGM of the Company.
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 the Independent Directors for attending the Board and Committee meetings. The Senior management employees are working for the Company on deputation basis.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the Regulation 25(7) of the SEBI Listing Regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the financial performance, internal control system, statutory compliances, corporate governance practices and regulatory updates.
At the time of appointment of independent director, a formal letter of appointment is given which explains role, responsibility and rights in the Company. Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company https://www.uelonline.com/pdf/UEL_ familiarisation_program_independent_directors.pdf
DIRECTORS AND OFFICERS INSURANCE (''D&O'')
As required pursuant to the Regulation 25(10) of the SEBI Listing Regulations, the Company has undertaken Directors and Officers insurance (''D & O insurance'') for its Directors, Officers, and Employees of the Company, which covers them from alleged breach of fiduciary duty while performing their duties.
NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES
The details of the number of Board and Board Committees meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.
COMPOSITION OF BOARD COMMITTEES
⢠Audit Committee
Pursuant to the provisions of Section 177(1) of the Act, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the SEBI Listing Regulations, the Company has constituted
an Audit Committee of the Board of Directors consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Audit Committee is provided in the Corporate Governance Report which forms part of this Report. During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board were accepted by the Board and there were no instances where the recommendations were not accepted.
In view of the completion of second term of present Independent Directors with effect from 19th September, 2024 and appointment of new Independent Directors with effect from 13th August, 2024, the Board of Directors has, at its meeting held on 13th August, 2024, re-constituted the composition of Audit Committee.
⢠Nomination and Remuneration Committee
Pursuant to the provisions of Section 178 of the Act, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Company has constituted a Nomination and Remuneration Committee of the Board of Directors consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report which forms part of this Report.
In view of the completion of second term of present Independent Directors with effect from 19th September, 2024 and appointment of new Independent Directors with effect from 13th Augustr, 2024, the Board of Directors has, at its meeting held on 13th August, 2024, re-constituted the composition of Nomination and Remuneration Committee.
⢠Stakeholders Relationship Committee
Pursuant to the provisions of Section 178 of the Act and Regulation 20 read with Part D of Schedule II to the SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee of the Board of Directors, consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report which forms part of this Report.
In view of the completion of second term of present Independent Directors with effect from 19th September, 2024 and appointment of new Independent Directors with effect from 13th August, 2024, the Board of Directors has, at its meeting held on 13th August, 2024, re-constituted the composition of Stakeholders Relationship Committee.
⢠Risk Management Committee
Pursuant to the Regulation 21 read with Part D of Schedule II to the amended SEBI Listing Regulations, the Company
has constituted a Risk Management Committee of the Board of Directors consisting of four members of the Board of Directors including one Independent Director. The details of the composition of the Risk Management Committee is provided in the Corporate Governance Report which forms part of this Report.
In view of the completion of second term of present Independent Directors with effect from 19th September, 2024 and appointment of new Independent Directors with effect from 13th August, 2024, the Board of Directors has, at its meeting held on 13th August, 2024, re-constituted the composition of Risk Management Committeeat.
CORPORATE SOCIAL RESPONSIBILITY
Your Board of Directors has approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at http://uelonline.com/policies/Corporate%20Social%20
The Company through its CSR Policy believes and acts on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. Apart from continuously fulfilling all its regulatory requirements related to the laws of land, the Company believes in a well-structured corporate social responsibility culture. The Company undertakes or supports projects/programs in line with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Pursuant to the provisions of sub-section (9) of Section 135 of the Companies Act, if the amount to be spent by a Company under sub-section (5) of Section 135 does not exceed fifty lakh rupees, the requirement under Sub-Section (1) for constitution of the CSR Committee shall not be applicable and hence the Company has not constituted CSR Committee. The functions of CSR Committee provided under this section is being discharged by the Board of Directors of the Company. The Board of the Company may constitute the CSR Committee, as and when required to do so, by following the sections, sub-sections, rules, regulations, notifications issued or to be issued, from time to time, by the Ministry of Corporate Affairs or the Central Government of India.
During the immediately preceding financial year, the provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013 were not applicable and therefore the Company was not required to spend any amount towards CSR activities during the year 2023-24. Consequently, a brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 are not applicable and hence not given as annexure to this Report.
KEY MANAGERIAL PERSONNEL
Mr. Rajnikant Devidas Shroff (DIN 00180810), Managing Director, Mr. K. M. Thacker (ICSI No. ACS 6843), Company Secretary and Mr. Bipin P. Chheda (ICAI Membership No. ACA 101820), Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year under review, there were no changes to the Key Managerial Personnel of the Company.
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 Act 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 Rupees one crore and two lakh, or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than Rupees eight lakh and fifty thousand per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Act, 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
All Related Party Transactions entered into during the year were on arm''s length basis and were in the ordinary course of business. 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.
All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The same can be accessed on the website of the Company http://uelonline.com/policies/ Policy-on-Related-Party-Transactions.pdf
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 Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not attached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formed Vigil Mechanism / Whistle Blower 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 whistle blower. The policy is also posted on the website of the Company http://uelonline.com/policies/UEL_WHISTLEBLOWER_POLICY.pdf
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 headed by a qualified professional, which undertakes internal audit and ensures that all transactions are authorized and recorded in the books of the Company.
The Group 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 Regulation 17 of the SEBI Listing Regulations. Every financial year, there are at least four meetings held in which Audit Committee reviews internal audit findings.
Internal Controls over Financial Reporting:
The Company has adequate internal financial controls in place, commensurate with the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
RISK MANAGEMENT FRAMEWORK
Pursuant to the SEBI Listing Regulations, 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 Company has constituted, pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a Risk Management Committee consisting of four Directors of the Company including one Independent Director. The role of the Committee is to formulate a detailed
risk management policy including framework for identification of various internal and external risks faced by the Company. The role of the Committee is also to oversee implementation of risk management, to monitor and evaluate significant risk exposures of the Company, evaluate the adequacy of risk management systems and assess management''s appropriate methodology to mitigate the exposures in a timely manner. The Committee gets regular inputs from management and thereafter various risks are identified and mitigating plans are developed to resolve the same. There is continuous monitoring by the Committee to ensure that the mitigation plans are effectively met in case risks arises.
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 only trading 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 difficult 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 compliance 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.
- Cyber Security Risk:- The Company is subjected to risks associated with IT and cybersecurity related to dealing with cybercrime, theft of sensitive information. The mitigating factors are that the group has Best-in-class IT Infrastructure and IT security systems that has established robust firewalls and disaster recovery mechanisms. Perpetual event monitoring, implementation of suitable access controls, continuous improvement on IT Infrastructure and Cybersecurity and educating the entire group on safe behaviour and practices are regularly undertaken.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Act.
DEPOSITORY SYSTEM
99.47% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2024.
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 Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year 31st March, 2024 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 Nil
(b) Foreign Exchange outgo 0.3342
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 Act:
a) That in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with 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 31st March, 2024 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 Act 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 para C of Schedule V of the SEBI Listing Regulations, as applicable.
A Certificate from Auditors regarding compliance of the conditions of Corporate Governance as stipulated under para E of Schedule
V of the SEBI Listing Regulations is attached and forms integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
A separate section of new reporting requirements on Environment, Social and Governance (ESG) parameters called Business Responsibility and Sustainability Report is attached and forms part of this Annual Report, in terms of amendment to regulation 34 (2) (f) of SEBI Listing Regulations vide Gazette notification no. SEBI/ LAD-NRO/GN/2021/22 dated May 05, 2021.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to "Meetings of the Board of Directors" and "General Meetings" respectively, have been duly followed by the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return for Financial Year 2023-24 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and the web link of such draft Annual Return is https://www. uelonline.com/pdf/Form_MGT_7-31-03-2024-UEL--WEBSITE.pdf
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.
INSURANCE
All the properties of the Company, to its best judgment have been adequately insured.
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.
EVENTS AFTER BALANCE SHEET DATE
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.
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, 2024.
b) The Company has not accepted any deposits from public.
c) Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
d) No application has been filed for corporate insolvency resolution process, by or against the Company, under the Insolvency and Bankruptcy Code, 2016 during the year under review.
e) There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.
CAUTIONARY STATEMENT
Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Company''s operations include: changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.
Mar 31, 2023
Your Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2023.
SUMMARY OF FINANCIAL RESULTS
('' in lakhs)
|
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
|
|
Profit before taxation |
3962.13 |
5393.85 |
|
Less: Provision for taxation |
39.59 |
(66.52) |
|
Profit after taxation |
3922.54 |
5460.37 |
|
Add: Balance brought forward |
15308.22 |
12212.41 |
|
Less: Dividend paid during the year |
3929.34 |
2364.56 |
|
Balance carried forward |
15301.42 |
15308.22 |
DIVIDEND
Your Directors have recommended dividend of 325% i.e., ''6.50 (previous year 282.50% i.e., ''5.65) per equity share of face value of ''2/- each for the financial year ended 31st March, 2023, which if approved at the forthcoming 54th Annual General Meeting ("AGM"), will be paid, subject to deduction of tax at source, to all those equity shareholders of the Company whose name appear in the Register of Members as on close of Friday, August 11, 2023 and whose name appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as of the close of business hours on Friday, August 1 1, 2023. The dividend on Equity Shares if approved by the Members, would involve a cash outflow of ''4520.48 lakhs (previous year ''3929.34 lakhs). The dividend recommended is in line with the dividend distribution policy of the Company. The policy is available on the website of the Company under Investors section at http:// uelonline.com/policies/DIVIDEND%20DISTRIBUTION%20POLICY. pdf
OPERATIONAL PERFORMANCE
During the year, the Company traded in chemical of Ethylenediamine (EDA) totaling to ''147.19 lakhs. Other income was ''4308.64 lakhs as compared to ''5709.73 lakhs in the previous year. The Company has earned profit of ''3922.54 lakhs after tax as compared to profit of ''5460.37 lakhs in the previous year. The Company is engaged only in trading in chemicals. The Company''s revenue was mainly from other income consisting of dividend on equity shares and interest on loans.
FUTURE OUTLOOK
The Company continues to look at new opportunities of trading in chemicals in India. The Company''s revenue is mainly from other
income consisting of dividend on equity shares and interest on loans. The financial asset of the Company is mainly investment in listed security and accordingly, any material volatility in the capital market may impact the market value of the investment.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms an integral part of this Report.
TRANSFER TO RESERVES
No amount is transferred from Profit and Loss Account to the Reserve as provision for proposed dividend.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was ''1390.92 lakhs.
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 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements. The details of loan given are provided in the notes to the Financial Statements. There are no guarantees issued by the Company.
AUDITORS AND AUDITORS'' REPORT
a) Statutory Auditor
At the 53rd Annual General Meeting of the Company held on 19th August, 2022, the members of the Company have approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/ W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years from the Company''s financial year 2022-23. The Statutory Auditor will hold office till the conclusion of 58th Annual General Meeting of the Company to be held in the year 2027.
The report of the Statutory Auditors on financial statements along with the notes forms part of the Annual Report and
contains an Unmodified Opinion without any qualification, reservation or adverse remark.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The report of the Secretarial Auditor for the financial year 2022-23 is unmodified and do not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditor is annexed herewith as Annexure "B" to Board''s Report.
The Board has re-appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. They have confirmed their eligibility for the re-appointment..
DIRECTORS
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Sandra Rajnikant Shroff (DIN: 00189012), Non-Executive Vice Chairperson of the Company, retires by rotation at the ensuing 54th AGM of the Company, and being eligible, offers herself for re-appointment. Mrs. Sandra Rajnikant Shroff, Non-Executive Vice Chairperson of the Company, having attained the prescribed age limit of 75 years, Special Resolution is proposed in terms of provisions of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for approval by the members of the Company.
Based on performance evaluation and in the opinion and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, considering her association with the Company since its incorporation, seniority, role played by Mrs. Sandra Rajnikant Shroff towards the growth of this Company and to reap the benefits of her rich and varied experience in the various fields, approval of shareholders is sought, by way of special resolution, for re-appointment of Mrs. Sandra Rajnikant Shroff as a Non-Executive Vice Chairperson, liable to retire by rotation.
In terms of provisions of Regulation 17(1 A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, notified on 9th May, 2018, with effect from 1st April, 2019, consent of the Shareholders by way of Special Resolution shall be required for continuation of directorship of the Non-Executive Directors of the Company who have attained the age of 75 years. As Mr. Arun Chandrasen Ashar (DIN: 00192088), Chairman and NonExecutive Director of the Company, is attaining the prescribed age limit during the year, a Special Resolution is proposed for approval of the members of the Company to continue him to be Chairman
and Non-Executive Director of the Company up to the next date of his retirement by rotation.
Based on performance evaluation and in the opinion and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, considering his association with the Company since long, seniority, role played by Mr. Arun Chandrasen Ashar towards the growth of this Company and to reap the benefits of his rich and varied experience in the various fields, approval of shareholders is sought, by way of special resolution, for continuation of Mr. Arun Chandrasen Ashar as Chairman and Non-Executive Director upto the next date of his retirement by rotation.
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 Act and Regulation 16(b) of the SEBI Listing Regulations.
In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have successfully registered their name for inclusion in the ''Independent Directors Data Bank'' maintained by the Indian Institute of Corporate Affairs, the declaration in this regard was received from each of them. In the opinion of the Board, all the independent directors are persons of integrity and possesses the relevant expertise and experience (including the proficiency) as required under the Act and the Rules made thereunder.
None of the Directors of the Company has incurred any disqualification.
Pursuant to the provisions of the Act, Regulations 17(10) and 25(4)(a) of the SEBI Listing Regulations, annual performance evaluation was carried out of the performance of the Board, various Board Committees 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 Business and Economics, Management and Leadership, Strategic Planning, Chemical Engineering, Finance, Risk, Compliance and Governance 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 14th February, 2023 to discuss evaluation of the performance of Non Independent Directors and the Board of Directors as a whole, evaluation of the performance of the Chairman of the Company, taking into account the views of the Directors and evaluation of the quality, content and timelines of flow 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.
The information of Directors seeking re-appointment/continuation as required pursuant to Regulation 36(3) of the SEBI Listing Regulations and the Clause 1.2.5 of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, is provided in the annexure to the notice convening the 54th AGM of the Company.
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 the Independent Directors for attending the Board and Committee meetings. The Senior management employees are working for the Company on deputation basis.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the Regulation 25(7) of the SEBI Listing Regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the financial performance, internal control system, statutory compliances, corporate governance practices and regulatory updates.
At the time of appointment of independent director, a formal letter of appointment is given which explains role, responsibility and rights in the Company. Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company https://www.uelonline.com/pdf/UEL_ familiarisation_program_independent_directors.pdf
DIRECTORS AND OFFICERS INSURANCE (''D&O'')
As required pursuant to the Regulation 25(10) of the SEBI Listing Regulations, the Company has undertaken Directors and Officers insurance (''D & O insurance'') for its Directors, Officers, and Employees of the Company, which covers them from alleged breach of fiduciary duty while performing their duties.
NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES
The details of the number of Board and Board Committees meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.
COMPOSITION OF BOARD COMMITTEES
⢠Audit Committee
Pursuant to the provisions of Section 177(1) of the Act, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II to the SEBI Listing Regulations, the Company has constituted an Audit Committee of the Board of Directors consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Audit Committee is provided in the Corporate Governance Report which forms part of this Report. During the Financial Year 2022- 23, all recommendations made by the Audit Committee to the Board were accepted by the Board and there were no instances where the recommendations were not accepted.
⢠Nomination and Remuneration Committee
Pursuant to the provisions of Section 178 of the Act, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Company has constituted a Nomination and Remuneration Committee of the Board of Directors consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report which forms part of this Report.
⢠Stakeholders Relationship Committee
Pursuant to the provisions of Section 178 of the Act and Regulation 20 read with Part D of Schedule II to the SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee of the Board of Directors, consisting of two Independent Directors and one Non-Executive Director. The details of the composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report which forms part of this Report.
⢠Risk Management Committee
Pursuant to the Regulation 21 read with Part D of Schedule II to the amended SEBI Listing Regulations, the Company has constituted a Risk Management Committee of the Board of Directors consisting of four members of the Board of Directors including one Independent Director. The details of the composition of the Risk Management Committee is provided in the Corporate Governance Report which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Board of Directors during the year at its meeting held on
15th July, 2022 approved the Corporate Social Responsibility (CSR)
Policy for your Company pursuant to the provisions of Section 135
of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at http://uelonline.com/policies/ Corporate%20Social%20Responsibility%20Policy.pdf
Every company on which CSR is applicable is required to constitute a Corporate Social Responsibility Committee (CSR committee) of the Board. However, pursuant to the provisions of sub-section (9) of Section 135 of the Companies Act, if the amount to be spent by a Company under sub-section (5) of Section 135 does not exceed fifty lakh rupees, the requirement under Sub-Section (1) for constitution of the CSR Committee shall not be applicable and hence the Company has not constituted CSR Committee. The functions of CSR Committee provided under this section is being discharged by the Board of Directors of the Company. The Board of the Company may constitute the CSR Committee, as and when required to do so, by following the sections, sub-sections, rules, regulations, notifications issued or to be issued, from time to time, by the Ministry of Corporate Affairs or the Central Government of India.
Your Company spent '' 11.00 lakhs towards its CSR activities. A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, are set out in ''Annexure A'' to this Report. Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for the financial year 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.
KEY MANAGERIAL PERSONNEL
Mr. Rajnikant Devidas Shroff (DIN 00180810), Managing Director, Mr. K. M. Thacker (ICSI No. ACS 6843), Company Secretary and Mr. Bipin P Chheda (ICAI Membership No. ACA 101820), Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year under review, there were no changes to the Key Managerial Personnel of the Company.
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 Act 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 Rupees one crore and two lakh, or (ii) if employed for
a part of the financial year, was in receipt of remuneration, in aggregate, more than Rupees eight lakh and fifty thousand per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Act, 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
All Related Party Transactions entered into during the year were on arm''s length basis and were in the ordinary course of business. 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.
All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The same can be accessed on the website of the Company http://uelonline.com/policies/ Policy-on-Related-Party-Transactions.pdf
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 Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not attached to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formed Vigil Mechanism / Whistle Blower 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 whistle blower. The policy is also posted on the website of the Company http://uelonline.com/policies/UEL_WHISTLEBLOWER_POLICY.pdf
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 headed by a qualified professional, which undertakes internal audit and ensures that all transactions are authorized and recorded in the books of the Company.
The Group 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 Regulation 17 of the SEBI Listing Regulations. Every financial year, there are at least four meetings held in which Audit Committee reviews internal audit findings.
Internal Controls over Financial Reporting:
The Company has adequate internal financial controls in place, commensurate with the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
RISK MANAGEMENT FRAMEWORK
Pursuant to the SEBI Listing Regulations, 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 Company has constituted, pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a Risk Management Committee consisting of four Directors of the Company including one Independent Director. The role of the Committee is to formulate a detailed risk management policy including framework for identification of various internal and external risks faced by the Company. The role of the Committee is also to oversee implementation of risk management, to monitor and evaluate significant risk exposures of the Company, evaluate the adequacy of risk management systems and assess management''s appropriate methodology to mitigate the exposures in a timely manner. The Committee gets regular inputs from management and thereafter various risks are identified and mitigating plans are developed to resolve the same. There is continuous monitoring by the Committee to ensure that the mitigation plans are effectively met in case risks arises.
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 not 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 difficult 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 compliance 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.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Act.
DEPOSITORY SYSTEM
99.42% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2023.
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 Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year 31st March, 2023 is furnished here below.
|
I. II. |
CONSERVATION OF ENERGY - Not Applicable TECHNOLOGY ABSORPTION - Not Applicable |
|
|
III. |
FOREIGN EXCHANGE EARNING AND OUTGO |
|
|
(a) |
Foreign Exchange earned |
'' in Lakhs. Nil |
|
(b) |
Foreign Exchange outgo |
0.2904 |
DIRECIORS RESPONSIBILIIY
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 Act:
a) That in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with 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 31st March, 2023 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 Act 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 para C of Schedule V of the SEBI Listing Regulations, as applicable.
A Certificate from Auditors regarding compliance of the conditions of Corporate Governance as stipulated under para E of Schedule V of the SEBI Listing Regulations is attached and forms integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
A separate section of new reporting requirements on Environment, Social and Governance (ESG) parameters called Business Responsibility and Sustainability Report is attached and forms part of this Annual Report, in terms of amendment to regulation 34 (2) (f) of SEBI Listing Regulations vide Gazette notification no. SEBI/ LAD-NRO/GN/2021/22 dated May 05, 2021.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to "Meetings of the Board of Directors" and "General Meetings" respectively, have been duly followed by the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return for Financial Year 2022-23 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and the web link of such draft Annual Return is https://www. uelonline.com/pdf/Form_MGT_7-31-03-2023-UEL--WEBSITE.pdf
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.
INSURANCE
All the properties of the Company, to its best judgment have been adequately insured.
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.
EVENTS AFTER BALANCE SHEET DATE
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.
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, 2023.
b) The Company has not accepted any deposits from public.
c) Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
d) No application has been filed for corporate insolvency resolution process, by or against the Company, under the Insolvency and Bankruptcy Code, 2016 during the year under review.
e) There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.
CAUTIONARY STATEMENT
Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.
Mumbai By Order of the Board of Directors
26 th May, 2023 For UNIPHOS ENTERPRISES LTD.
Registered Office:
11, G.I.D.C., Vapi
Dist. Valsad, Gujarat, K. M. THACKER
Pin- 396 195 Company Secretary
Tel. No.: 0260-2400717 (ICSI Membership No. ACS-6843)
Fax: 0260-2401823 Website: www.uelonline.com E-mail: uel.investors@upl-ltd.com CIN: L24219GJ1969PLC001588
Mar 31, 2018
TO,
THE MEMBERS OF
UNIPHOS ENTERPRISES LIMITED
The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2018.
FINANCIAL RESULTS
(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 |
OPERATIONAL PERFORMANCE
During the year, there were no sales. Other income was â2003.43 lakhs as compared to â1296.63 lakhs in the previous year
The Company has earned profit of â1768.80 lakhs after tax as compared to profit of â1 126.25 lakhs 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 â5683.39 lakhs is proposed to be retained in the statement of Profit and Loss.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2018 was â1390.92 lakhs.
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, Sweat Equity shares and 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. The details of loan given are provided in the notes to Financial Statements. There are no guarantees issued by the Company.
AUDITORS AND AUDITORSâ REPORT
a) Statutory Auditors
At the 48th Annual General Meeting of the Company held on 8th July, 2017, the Members of the Company have approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 (five) years from the Companyâs financial year 2017-18, to hold office from the conclusion of 48th Annual General Meeting of the Company (subject to ratification of their appointment at every Annual General Meeting, if required under the Act).
However, pursuant to the Companies Amendment Act, 2017 which was notified on May 7, 2018, the provision related to ratification of appointment of auditors by Members at every Annual General Meeting has been done away with.
The report of the Statutory Auditors along with the Notes to Schedules forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.
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 Secretarial Audit Report is annexed herewith as âAnnexure [1] to Boardâs Reportâ. The secretarial auditorsâ 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), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers herself for reappointment.
The information of Director seeking re-appointment as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the notice convening the 49th 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 the Companies 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) and 25(4)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation was carried out of the performance of the Board, various Board Committees 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, Boardâs 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 25th January, 2018 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 flow 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.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the financial performance, internal control system, statutory compliances and corporate governance practices.
At the time of appointment of independent director, a formal letter of appointment is given which explains role, responsibility and rights in the Company
Details of Familiarization programme of Independent Directors with the Company are available 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 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 comprises 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 (ICSI Membership No. ACS 6843), Company Secretary and Mr. B. P. Chheda (ICAI Membership No. ACA 101820), 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 âone crore and two lakh , or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than â eight lakh and fifty thousand 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 Companyâs 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/investors
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 headed by a qualified professional, 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 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 the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company
INDIAN ACCOUNTING STANDARD (IND AS)
Pursuant to the Notification issued by the Ministry of Corporate Affairs dated February 16, 2015, relating to the Companies (Indian Accounting Standard) Rules 2015, the Company has adopted âIND ASâ with effect from 1st April, 2017 with transition date as 1st April, 2016. This transition has happened very smoothly. The impact of the change on adoption 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 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 difficult 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 enter 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.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013.
DEPOSITORY SYSTEM
99.08 % of the total paid up equity shares of the Company are dematerialised as on 31st March, 2018.
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 sections 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the 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
(a) Foreign Exchange earned -
(b) Foreign Exchange outgo 1.58
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, 2018, the applicable accounting standards have been followed along with 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, 2018 and of the profits 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 para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. A Certificate from Auditors regarding compliance of the conditions of Corporate Governance as stipulated under para E of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached and forms integral part of this Report.
DEALING WITH SECURITIES WHICH HAVE REMAINED UNCLAIMED
Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in the process of sending reminders to those Members whose share certificates have remained unclaimed, to contact the Company immediately in the matter. The Registrar and Transfer Agent M/s. Link Intime India Pvt. Ltd. is in the process of compiling the data for unclaimed shares. The Company, now after following the prescribed procedure will dematerialize unclaimed shares which are retained with the Company. These shares would be held by the Company on behalf of the holders of such shares in an âUnclaimed Suspense Accountâ to be opened with a depository. At the end of seven years, hereof, these shares shall be transferred by the Company to the Investor Education and Protection Fund.
Members may note that the lawful claimant in respect of these shares will be able to claim such shares from the Company till such time they remain in 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, 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 âAnnexure [2] to Boardâs Reportâ.
LISTING OF THE COMPANYâS 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, 2018;
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.
CAUTIONARY STATEMENT
Statements in the Directorâs Report and the Management Discussion and Analysis describing the Companyâs objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include: changes in government policies and tax laws, economic development of the country, and other factors which are material to the business 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)
Mar 31, 2017
TO,
THE MEMBERS OF
UNIPHOS ENTERPRISES LIMITED
The Directors have pleasure in presenting their report and audited accounts for the year ended 31st March, 2017.
FINANCIAL RESULTS
(Rs, in lakhs)
|
Year ended 31st March, 2017 |
Year ended 31st March, 2016 |
|
|
Profit/(Loss) before taxation |
1126.25 |
1179.51 |
|
Less: Provision for taxation |
- |
(0.01) |
|
Profit/(Loss) after taxation |
1126.25 |
1179.52 |
|
Add: Balance brought forward |
2788.34 |
1608.82 |
|
Balance carried forward |
3914.59 |
2788.34 |
OPERATIONAL PERFORMANCE
During the year, there were no sales. Other income was Rs,1296.63 lakhs as compared to Rs,1371.26 lakhs in the previous year
The Company has earned profit of Rs,1 126.25 lakhs after tax as compared to profit of Rs,1 179.52 lakhs 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,3914.59 lakhs is proposed to be retained in the statement of Profit and Loss.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2017 was Rs,1390.92 lakhs.
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. The details of loan given are provided in the notes to Financial Statements. There are no guarantees issued by the Company.
AUDITORS AND AUDITORS'' REPORT
a) Statutory Auditors
As per the provisions of Section 139 of the Companies Act 2013, the term of the office of M/s S R B C & CO LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company
The Board of Directors places on record its appreciation for the services rendered by M/s S R B C & CO LLP as the Statutory Auditors of the Company.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.
Members'' attention is drawn to a Resolution proposing the appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company which is included at item No. 3 of the Notice convening the Annual General Meeting.
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, 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.
The information of Director seeking re-appointment as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the notice convening the 48th 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 Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 Regulations 17(10) and 25(4)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation was carried out of the performance of the Board, various Board Committees 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 25th January, 2017 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 flow 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.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI regulations the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the financial performance, internal control system, statutory compliances and corporate governance practices.
At the time of appointment of independent director, a formal letter of appointment is given which explains role, responsibility and rights in the Company
Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www.uelonline.com.
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 '' one crore and two lakh , or (ii) if employed for a part of the financial year, was in receipt of remuneration, in aggregate, more than '' eight lakh and fifty thousand 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 headed by a qualified professional, 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 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 the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company
INDIAN ACCOUNTING STANDARD (IND AS)
Indian Accounting Standard (IND AS) were Notified by the Ministry of Corporate Affairs on February 16, 2015. These standards will become applicable to the Company with effect from 1st April 2017 with comparatives for the previous year ending 31st March 2017. Your Company has taken adequate steps in this regard to ensure a smooth transition to IND AS.
RISK MANAGEMENT FRAMEWORK
Pursuant to SEBI Listing Regulations, 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 difficult 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.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013.
DEPOSITORY SYSTEM
99.05 % of the total paid up equity shares of the Company are dematerialized as on 31st March, 2017.
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 sections 134(3)(m) of the Companies Act,
2013 read with the Rule 8(3) of the Companies (Accounts) Rules,
2014, for the year 31st March, 2017 is furnished here below.
I. CONSERVATION OF ENERGY - Not Applicable
II. TECHNOLOGY ABSORPTION - Not Applicable
III. FOREIGN EXCHANGE EARNING AND OUTGO
Rs, in Lakhs
(a) Foreign Exchange earned -
(b) Foreign Exchange outgo 2.50 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, 2017, the applicable accounting standards have been followed along with 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 judgment 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, 2017 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 with the Stock Exchanges where the equity shares of the Company are listed or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. A Certificate from Auditors regarding compliance of the conditions of Corporate Governance as stipulated under para E of Schedule V SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached and forms integral part of this Report.
DEALING WITH SECURITIES WHICH HAVE REMAINED UNCLAIMED
Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in the process of sending reminders to those Members whose share certificates have remained unclaimed, to contact the Company immediately in the matter. Due to change in the Registrar and Transfer Agent of the Company, the process could not be completed. The Company, now after following the prescribed procedure will dematerialize unclaimed shares which are retained with the Company. These shares would be held by the Company on behalf of the holders of such shares in an "Unclaimed Suspense Account" to be opened with a depository. At the end of seven years, hereof, these shares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed in respect of such shares shall also be held in a separate suspense account and would likewise be transferred to IEPF at the end of seven years.
Members may note that the lawful claimant in respect of these shares / dividend will be able to claim such shares dividend from the Company till such time they remain in 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, 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''.
REGISTRAR AND SHARE TRANSFER AGENT
During the year, SEBI suspected fraud and malpractices in the conduct and operations of Sharepro Services (India) Pvt. Ltd., who were the Company''s Registrar and Share Transfer Agent (RTA) for a long time. After investigating the affairs of the said RTA, SEBI vide its order dated 22nd March. 2016 restrained Sharepro from conducting R&T activities and directed all the client Companies to carry out audit of the records and system relating to share transfer, payment of dividend, etc., carried out by Sharepro for the last ten years.
Accordingly, the Company appointed M/s N. L. Bhatia and Associates, practicing Company Secretaries, to carry out such audit. They have certified that no irregularities or violations with respect to transfer of securities or payment of dividend were noticed in records of last ten years. Subsequently, as per the advisory issued by SEBI, the Company appointed M/s Link In time
India Private Limited as the new R&T Agent with effect from 1st June, 2016.
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, 2017;
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.
CAUTIONARY STATEMENT
Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company
Mumbai By Order of the Board of Directors
28 th April, 2017 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, 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:Â 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 Â Not Applicable
II. TECHNOLOGY ABSORPTION Â 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 Â Not Applicable
II. TECHNOLOGY ABSORPTION Â 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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