Uniphos Enterprises Ltd

TO,

THE MEMBERS OF

UNIPHOS ENTERPRISES LIMITED

Your Directors have pleasure in presenting their report and audited accounts for theyear ended 31^st March, 2012.

OPERATIONAL PERFORMANCE

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

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

FUTURE OUTLOOK

The Company is exploring the opportunities of trading in chemicals and looking out forgood 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 hadapproved to issue equity shares of face value of Rs. 2/- each on rights basis to theexisting 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 certainloans availed by the Company and for general corporate purposes. In connection with thisproposed Rights Issue, the Company has filed draft letter of offer with the Securities andExchange Board of India ( SEBI ) on 31^st December, 2010, which is awaitingtheir decision.

AUDITORS AND AUDITORS REPORT

M/s. S. V. Ghatalia & Associates, Chartered Accountants, the Statutory Auditors areretiring at the ensuing Annual General Meeting and being eligible for re-appointment haveexpressed their willingness to continue, if re-appointed. Your Directors recommend theirappointment 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 anddo not call for any further comments.

DEPOSITORY SYSTEM

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

DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. Jai R. Shroff, Director of the Company, retires byrotation at the ensuing Annual General Meeting of the Company, and being eligible, offershimself for re-appointment.

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

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

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

I. CONSERVATION OF ENERGY Not Applicable

II. TECHNOLOGY ABSORPTION Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

PARTICULARS OF EMPLOYEES

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

DIRECTORS RESPONSIBILITY

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

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

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

3) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with applicable provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 extentset out in this respect as a separate report, in pursuance of requirement of Clause 49 ofthe Listing Agreement. The Management Discussion and Analysis Report forms part of thisReport. Auditors Certificate regarding compliance of the conditions of CorporateGovernance 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 NationalStock 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 andministries for their continued support.