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