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
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
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.
The Company is exploring the opportunities of trading in chemicals and
looking out for good proposals.
Your Directors do not recommend any dividend for the year under review.
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
The notes to the accounts referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
96.91 % of the total paid up equity shares of the Company are
dematerialised as on 31st March, 2012.
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.
Your Directors confirm the following Directors Responsibility
statements pursuant to provisions of Section 217(2AA) of the Companies
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.
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.
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
11, G.I.D.C., Vapi,
Dist. Valsad, Gujarat, R. D. SHROFF
Pin - 396 195. Chairman & Managing Director