Uniphos Enterprises Limited. — AGM Information 2021

Aug 31, 2021

Uniphos Enterprises 1969PLC L24219G) 001588 CIN:	Limited
v) 31° 2021 August,
The Department Corporate Relationship BSE Limited Jeejeebhoy Towers, Phiroze Dalal Street, MUMBAI- 400 001 -	Department Listing Exchangeof Stock National India Ltd. ExchangePlaza, Block G, C/1, Bandra Complex, Bandra Kurla (East) MUMBAI400 051

SUB.: MINUTES OF 52"! ANNUAL GENERAL MEETING

We are enclosing here with the certified true copy of the minutes of the 52"¢ Annual General Meeting of the Company which was held on 13" August, 2021 through Video Conferencing / Other Audio Visual Means in compliance with the provisions of CompaniesAct, ²⁰¹³ and rules made thereunder, includingthe applicable circulars issued in this regard by the Ministry of Corporate A ffairs and Securities and Exchange Board of India.

Maywerequestyou to take the above on yourrecord andinform all your constituents accordingly.

Thanking you,

Y ours faithfully, for UNIPHOS ENTERPRISES LIMITED

K. M. Thacker CompanySecretary and Compliance Officer (ICSI Membership No. AC S-6843)

Encl.: As above

MINUTES OF THE 528? ANNUAL GENERAL MEETING OF THE ^| MEMBERS OF UNIPHOS ENTERPRISES LIMITED ("AGM"/ ' "MEETING") HELD THROUGH VIDEO CONFERENCING/ OTHER AUDIO VISUAL MEANS,ONFRIDAY,13™ AUGUST,2021. THE REGISTERED OFFICE OF THE COMPANYAT11, G.LD.C., VAPI ³⁹⁶ 195, DIST. VALSAD, GUJARAT WAS THE DEEMED ^| VENUE OF THE MEETING. ^|

Members of the Board of Directors present:

ANNUAL OF THE MINUTES 528? MEMBERS OF UNIPHOS	GENERAL MEETING THE OF
HELD "MEETING") OTHER AUDIO VISUAL MEANS, THE REGISTERED OFFICE VALSAD, VAPI DIST. 396 195, THE VENUE OF MEETING. COMMENCEMENTOF TIME OF OF CONCLUSION TIME OF ENTRY OF THE DATE OF THE	LIMITED ENTERPRISES ("AGM"/ THROUGH CONFERENCING/ VIDEO ON FRIDAY,13™ AUGUST,2021. COMPANYAT11, THE OF G.LD.C., WAS DEEMED THE GUJARAT P.M.(IST) 2.00 MEETING THE P.M.(IST) 2.55 MEETING THE BOOK: MINUTES MINUTESIN THE
25™ AUGUST,2021. of Members Board Directors the of	present: Managing Chairman and Director
MR.R. SHROFF D.
SHROFF MRS.S. R. ARUN ASHAR MR. C.	Chairman Non-Executive Vice Independent Director
	member of Also, as the the Audit Committee, Stakeholders Committee and Relationship Nomination and Remuneration Company. Committee of the
GOYAL PRADEEP MR. Video Conference) (through	IndependentDirector Also chairman of the the as Audit Committee, Stakeholders Committee and Relationship and Remuneration Nomination Company. Committee ofthe
MAYEKAR SWATI MRS. Video Conference) (through	Independent Director member of Also, the as the Committee, Audit Stakeholders Committee and Relationship Nomination and Remuneration Company. Committee of the
Presence In	CompanySecretary
THACKER MR. M. K.

• Mr. Bhavesh Dhupelia, partner of M/s. B S R & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company and Mr. Bharat Upadhyay, partner of M/s. N. L. Bhatia & Associates, Practicing CompanySecretaries, Secretarial Auditors of the Companyhad joined through Video Conferencing by invitation.
• Fifty-nine Members joined the AGM through Video Conferencing (including three Corporate Members represented by their authorized representatives).
• Mr. R. D. Shroff, Chairmanofthe meeting occupied the Chair.
• The Chairman announcedthat the requisite quorum beingpresent, the meeting wascalled to order and the formal proceedingsofthe meeting could commence.
• The Chairmaninformed that five Directors were present and Mr. J. R. Shroff, Non-Executive Director could notjoin the meeting dueto other business engagements.
• The Chairman welcomedall his colleagues who were present and had joined the AGM from the Board Room and other Directors and shareholders of the Company who had joined the AGM through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM")
• The Chairmaninformedthat due to global outbreak of unprecedented Covid-19 pandemicandpre-requisite social distancing measures and as permitted by the Ministry of Corporate Affairs and SEBI vide applicable Circulars, the AGM wasbeing held through VC/ OAVM withoutthe physical presence of the members at a common venue. The Company hadtakenall possible steps to ensure that the shareholders were provided an opportunity to watch the live webcast of the AGM / to participate in the AGM through VC / OAVM andalso vote on the resolutions.
• The Chairman confirmed that Mr. Pradeep Goyal, Independent Director, the ChairmanofAudit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee has also joined the AGM through VC / OAVM.
• The Chairman informedthat the Board of Directors had appointed Mr. Jawahar Thacker, Practicing Chartered Accountantas the Scrutinizerto scrutinize the remote e-voting and e-voting at AGM in a fair and transparent manner. The Chairman also confirmedthat the scrutinizer wasalso presentat the AGM andauthorized him to overseethe e-voting process once the e-votinglines open.

:

1. The Chairman requested the membersofthe Board whohad joined the AGM from the Board Room and through Video Conference to introduce themselves. Thereupon, the members of the Board who were presentintroduced themselves one by one.

2. I. The Register of Director's and key managerial personnel and their shareholding maintained pursuant to section 170 of the Companies Act, 2013 wereavailable for inspection by the shareholders during the continuanceofthe meeting.

3. 1. Thereafter, the Chairman commenced the formal agenda of the AGM and with the consent of the Members present, the Notice convening the meeting, the Report of Board of Directors along with annexures thereto and the Financial Statements for the financial year ended 31st March, ²⁰²¹ ascirculated to all the members in compliance with the relevantcirculars of MCA weretaken asread.
4. 1. The Chairman informed that as the AGM was conducted through VC / OAVM,the requirement for appointment of proxy andits related compliances werenot applicable.
5. 1. The Chairman informed the members that the Reports of the Statutory Auditor on the financial statements and Secretarial Auditor did not contain any qualification or adverse remarks and hence were not required to be read.
6. 1. The Chairman welcomed the membersandread the speech.
7. 1. The Chairmanthereafter requested Mr. K. M. Thacker, the Company Secretary of the Companyto invite the members whohadregistered as speakers to speak at the meeting on the Agendaitemsas set out in the Notice of the AGM orseek anyclarifications for the accounts. There were four members who spoke at the AGM andasked the questions. Clarifications were provided to the queries raised by the members.
8. 1. Mr. K. M.Thacker, the Company Secretary of the Companyinformed the members that there were in all two Ordinary and two Special Resolutions proposedto be passed in the AGM and samewere forming part of the Notice of the AGM.Since, the Notice had already been circulated to the Members and the Resolutions had been put to vote through remote e-voting, the resolutions were taken as read. However, for the benefit of the members attending the AGM,hefurther provided a brief of the resolutions.

| | | i | | i i

|| |

|

• 1. Thereafter, the Chairmaninformed that the e-voting lines were open for e-voting at the AGMfor those shareholders who wereparticipating in the AGM and whohad notcasttheir votes. The Chairman handed over the e-voting process to the Scrutinizer. The e-voting. lines were remained open for ¹⁵ minutes from the conclusion ofthe AGM.
• The Chairman informedthat the combinedresults of e-voting through remote e-voting and e-voting at the AGM showing numberofvotes polled in favour and againstall the resolutions will be declared within two working days of the conclusion of the AGM and authorized the Company Secretary to disseminate the same to the Stock Exchanges and also be placed on the website of the NSDL and the Company.
• 1. Finally, the Chairman declared the meeting as concluded and thanked all the stakeholders for attending the meeting and for their words of appreciation and suggestions made by them.
• 1. Thereafter, Mr. Pradeep Goyal, IndependentDirector of the Company proposed ^a vote of thanksto the Chair.
• 1. The meeting concludedat 2.55 p.m. (IST)
• 1. The results of the e-voting, as per attached Annexure forming part ofthis minutes, was declared on 14" August, ²⁰²¹ based on the report ofthe scrutinizer dated 13" August, 2021. All the four ordinary/special resolutions were passed with requisite majority.

Confirmed, \ 25" August, 2021

vad \ Nv ue

CHAIRMAN

ANNEXURE TO THE MINUTES OF THE 52N? ANNUAL GENERAL MEETINGOFTHE MEMBERSOF UNIPHOS ENTERPRISES LIMITED HELD THROUGH OTHER AUDIO VISUAL MEANS,ON FRIDAY, 13™ AUGUST, ²⁰²¹ AT 2.00 P.M.(IST).

Resolution No.: ¹ — Ordinary Resolution

"RESOLVED THATthe audited financial statement of the Company comprising of audited Balance Sheetas at 31st March, 2021, Statement of Profit and Loss and Cash Flow Statementfor the year ended on that date and the Reports of the Board of Directors and Auditors thereon as circulated to the memberswith the notice of the 52" Annual General Meeting and submitted to this meeting be and are hereby considered and adopted."

ANNEXURE ANNUAL TO THE THE GENERAL MINUTES OF OF 52N? MEMBERSOF THE HELD UNIPHOS ENTERPRISES LIMITED MEETING ON THROUGH OTHER AUDIO VISUAL AUGUST, 13™ MEANS, FRIDAY, AT 2021 P.M.(IST). 2.00 AGM number Combinedresults ofthe showing remote and e-voting e-voting at the andagainstall of of in favour Notice votes polled the resolutions put forth in the AGM. the 1 — Ordinary Resolution No.: Resolution THATthe "RESOLVED Company of comprising financial statement audited the Sheetas Balance March, of Profit Loss of Statement and and 2021, audited at 31st Statementfor Flow Cash ended on and of Board Reports year that date the the the memberswith of and of Auditors Directors thereon the as circulated to the notice 52" Annual Meeting to this meeting General and and hereby submitted be the are and considered adopted." %of Modeof No.of %ofvalid No.of No.of %ofvalid No.ofvalid Category votespolled Voting Votes valid Votes Votes shares valid valid Polledon infavour Votes Votesin against on held favouron outstanding against votes polled shares votes polled : a) 2) 4) () G)=(2)/ (6=(4)/ (=E(5)/ (2y}100_ _(2))100 (1)}*100. Promoter 51306595 100.00 100.00 E-Voting 51306595, 0.00 o 51306595 0 ° o and 0.00 0.00 0.00 Poll Promoter Group 51306595 51306595 100.00 0 100.00 0.00 Total 2626020 2626020 0 100.00 E-Voting 24.48 0.00 Public- 10728991 pot 0 0.00 0 o 0.00 0.00 Institutions 2626020 2626020 24.48 100.00 0.00 Total o 9339 9310 29 Public-Non E-Voting 0.12 99.69 0.31 poi 7510263 0 o 0 0.00 0.00 0.00 Institutions 9339 9310 0.12 29 Total 99.69 0.31
	Total The	aboveResolution has, therefore	69545849	53941954 been approved	77.56 bythe members	53941925 ofthe	Company with23	100.00 the requisite	majority. 0.00
— Ordinary Resolution Resolution No.: 2
"RESOLVEDTHATa Dividendatthe 3.40 rate of and (®three paise only) forty
Company, recommended of of by each per equity shares fully paid-up €2/- the as
Board of and 31' be ended is hereby year declared the Directors, for the financial
be Companyforthe outofthe 2021 March, and profits ofthe the paid same financial ended 31% March, 2021." year
%of Modeof No.of No.of %ofvalid %ofvalid No.ofvalid No. ofvalid Category
Votes Voting Votes Votes in shares votes polled valid valid Polled on against on held favour Votes Votes in
favouron outstanding votes against shares votes polled
polled
@=G6)/ ay Q) GB)=[2)/ (6)=[4)/ (4) (6) (#100 (ay}100 _(2)}100
Promoter 51306595 100.00 100.00 E-Voting 51306595, 0.00 0]
51306595 0 and 0 0.00 0 0.00 0.00 Poll Promoter
Group 51306595 100.00 51306595, 100.00 0.00 Total 0} 2626020 2626020 24.48 0 E-Voting 100.00 0.00 Publi
poi 10728991 0.00 0 0.00 0 0 0.00 Institutions:
2626020 2626020 24.48 100.00 0.00 Total o 9151 9122 29 Public-Non 99.68 E-Voting 0.12 0.32
7510263 0 0 "ef 0.00 0 0.00 0.00 Instieutions 9151 9122 29 Total 0.12 99.68 0.32

Resolution No.: 2 — Ordinary Resolution

Group	Total		51306595	100.00	51306595	0	100.00	0.00
Public-	E-Voting		2626020	24.48	2626020	0	100.00	0.00
Institutions	pot	10728991	0	0.00	0	o	0.00	0.00
	Total		2626020	24.48	2626020	o	100.00	0.00
Public-Non	E-Voting		9339	0.12	9310	29	99.69	0.31
Institutions	poi	7510263	0	0.00	o	0	0.00	0.00
	Total		9339	0.12	9310	29	99.69	0.31
Total	aboveResolution has, therefore	69545849	53941954 been approved	77.56 bythe members	53941925	Company with23	100.00 the requisite	majority. 0.00
Resolution per equity Board the 2021 March,	— No.: 2 "RESOLVEDTHATa shares of Directors, and the	Ordinary of each €2/- be be same	Resolution Dividendatthe fully paid-up and is hereby outofthe paid	rate of of the declared profits ofthe	3.40 (®three Company, for the	and as financial Companyforthe	paise forty recommended ended year	only) by 31' financial
ended Category	31% Modeof Voting	March, 2021." No.of shares held	No.ofvalid votes polled	%ofvalid Votes Polled on outstanding shares	No. ofvalid Votes in favour	No.of valid Votes against	%of valid Votes in favouron votes	%ofvalid Votes against on votes polled
		ay	Q)	GB)=[2)/ (ay}*100	(4)	(6)	polled (6)=[4)/ (#100	@=G6)/ _(2)}*100
Promoter	E-Voting		51306595,	100.00	51306595	0]	100.00	0.00
and	Poll	51306595	0	0.00	0	0	0.00	0.00
Promoter Group	Total		51306595,	100.00	51306595	0}	100.00	0.00
Publi	E-Voting		2626020	24.48	2626020	0	100.00	0.00
year Institutions:	poi	10728991	0	0.00	0	0	0.00	0.00
	Total		2626020	24.48	2626020	o	100.00	0.00
Public-Non	E-Voting		9151	0.12	9122	29	99.68	0.32
Instieutions	"ef	7510263	0	0.00	0	0	0.00	0.00
	Total		9151	0.12	9122	29	99.68	0.32

Resolution No.: ³ — Special Resolution ^|

"RESOLVED THAT pursuant to the provisions of Section ¹⁵² and other applicable provisions of the Companies Act, ²⁰¹³ and Regulation 17(1A) of ^| Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Sandra Rajnikant Shroff (DIN: 00189012), ^| Non-Executive Vice Chairperson, whoretires by rotation at this meeting and who ^| has attained the age of ⁷⁵ years be and is hereby re-appointed as Non-Executive ^| Vice Chairperson of the Company, liable to retire by rotation." ^| ]No.of Noof % ofvalid Y%ofvalid ^|

Resolution "RESOLVED applicable	— No.: 3 provisions	Special THAT the of	Resolution to pursuant Companies	provisions the Act,	of and 2013	Section Regulation	and 152 17(1A)	other of
Securities Requirements)	and	Exchange Regulations,	of Board Mrs. 2015,	India Sandra by whoretires	(Listing Rajnikant rotation	Obligations Shroff this at	and (DIN: meeting	Disclosure 00189012), who and
Non-Executive attained has Vice	Vice age the Chairperson	Chairperson, 75 of of the	be years Company,	hereby and is retire to liable	re-appointed by	rotation."	Non-Executive as
Category	Mode of Voting	No.of shares held	No.of valid votes polled	%ofvalid Votes Polledon outstanding	valid Votesin favour	valid Votes against	Votes in favouron votes	Votes againston votes
		qd)	(2)	shares (3)=12)/	@)	6)	polled (6)=((4)/ (tion	polled @r{G)/ @2yj*100
Promoter	_E-Voting		51306595 0	(y}#100 100.00 0.00	51306595 0	0 0	100.00 0.00	0.00 0.00 7]
and Promoter Group	Poll Total	51306595	51306595	100.00	_51306595	0	100.00	0.00
Public.	E-Voting	10728991	2626020 oO	24.48 0.00	2626020 0	oO 0	100.00 0.00	0.00 0.00
Institutions	pol Total		2626020	24.48	2626020	oO	100.00 99.14	0.00 0.86
Public-Non Institutions	E-Voting poll	7510263	9151 0	0.12 0.00	9072 0	79 0	0.00	0.00
Total	Total	69545849	9151. 53941766	0.12 77.56	9072 53941687	73 79.	99.14 1100.00	0.86 0.00]

The above Resolutionhas,therefore been approved by the members ofthe Companywith the requisite majority. ^{| |}

^| Resolution No.: ⁴ — Special Resolution

"RESOLVED THAT,in supersession of all the earlier resolutions passed, pursuantto the provisions of Section ¹⁸⁶ of the Companies Act, ²⁰¹³ (the 'Act') read with the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions, if any, of the Act (including any statutory modification, amendmentor re-enactmentthereofforthe time being in force) and subject to other applicable laws and such other approvals, consents, sanctions and permissions as may be required in that behalf and in terms of the Articles of Association of the Company, approval of the members of the Companybe and is hereby accorded to the Board ofDirectors of the Company(hereinafter referred to as 'the Board' which term shall be deemed to include, unless the context otherwise requires, any Committee which the Board may haveconstituted or hereinafter constitute or any officer(s) authorized by the Board to exercise the powers conferred on the Board by ^| this Resolution) to:

ⁱ (a) give loans, inter corporate deposits from time to time on such terms and ^| conditions as it may deem expedientto any person or other bodies corporate;

(b) give on behalf of any person, body corporate, any guarantee in connection with ^a loan made by anyother person to, or to any other person by any body corporate; and

(c) acquire by way of subscription, purchase or otherwise the securities of any other person by any body corporate,

MINUTE BOOK

in excess of the limits prescribed under Section 186 of the Act up to an aggregate sum of %300 crore, (Three Hundred Crore) notwithstanding that the aggregate of loans and investments so far made, the amounts for which guaranteeis given along with the investments,loans, inter corporate deposits, guarantee proposed to be made or given by the Board may exceedsixty percentofits paid-up sharecapital, free reserves and securities premium accountor one hundredpercentofits free reserves and securities premium account, whicheveris more.

| |

i i |

|

| ||

| | | |

|

|

an aggregate the Act up to Section 186 of prescribed under limits excess of the in aggregate that the notwithstanding Crore) (Three Hundred %300 crore, of given guaranteeis amounts for which made, the investments so far and loans proposed to be guarantee corporate deposits, inter investments,loans, the sharecapital, paid-up percentofits exceedsixty the Board may given by free hundredpercentofits accountor one securities premium and securities premium account, whicheveris more. Company members of the THATtheconsentofthe FURTHER concerns in the Sister invest in the the Board to accorded to is hereby	of along made free
sum with or reserves and RESOLVED and
	reserves
loansto them; overseas,give Indian or Parties, whether Related Associates, beapplicable limits, if any, as may aforesaid behalf, within the guaranteeson their be deemed fit conditions as may terms and time and on such from time to expedient.	be group, provide and
FURTHER RESOLVED investments, loan(s), said conditions of the above terms and negotiate the of bestinterest fit and in the as they deem or guarantee(s) corporate deposits, complete the same. necessary to as may be andtakeall such steps Company case hereinabove in THATthelimits indicated FURTHER RESOLVED guarantee as investment / sale of transfer or renewal, withdrawal, divestment, crore, limit of ¥300 original sanctioned to the maybe, berestored case Hundred Crore).	inter the of the (@Three
authorizedto do and is hereby THATthe Board be FURTHER RESOLVED discretion, absolute may, in its things as it matters and acts, deeds, such mayarise doubts that questions,difficulties or powerto settle and with necessary approval of further secure any the Board to without requiring regard in this members Company." of the	all deem. the
	%ofvalid Votes against
%ofvalid No.of No.of No.of %ofvalid No.of Modeof Category Voting shares valid Votes valid valid Votes in votes Polledon Votesin Votes favouron held outstanding polled favour against votes shares polled	votes polled
(=14)/ BFIQ)/ (4) () (2) a) (2)1100. (1)]100	F(S)/ (2)]*100
oO 100.00 51306595 100.00 51306595 _E-Voting Promoter
0.00 0 0 0 0.00 51306595 Poll and Promoter
100.00 51306595 0 100.00 51306595 Total Group 0.00 0 2626020 24.48 2626020 E-Voting	100.00
Public. Institutions 10728991, 0.00 0.00 poll 0 0 0
0.00 o 2626020 24.48 2626020 Total	100.00
353 96.14 8798 9151. 0.12 E-Voting Public-Non 0 0.00) 0.00 0 0 7510263 Pott
Institutions 96.14 353 8798 0.12 9151 Total 95.13 2626373 77.56 51315393 53941766 69545849 Total