MIRA INFORM REPORT

 

 

Report No. :

335655

Report Date :

06.08.2015

 

IDENTIFICATION DETAILS

 

Name :

UPL LIMITED (w.e.f. 11.10.2013)

 

 

Formerly Known As :

UNITED PHOSPHORUS LIMITED

 

 

Registered Office :

3-11, G.I.D.C., Valsad, Vapi – 396195, Gujarat

Tel. No.:

91-260-2400717

 

 

Country :

India

 

 

Financials (as on) :

31.03.2015

 

 

Date of Incorporation :

02.01.1985

 

 

Com. Reg. No.:

04-025132

 

 

Capital Investment / Paid-up Capital :

Rs.857.200 Million

 

 

CIN No.:

[Company Identification No.]

L24219GJ1985PLC025132

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

Not Available

 

 

Legal Form :

Public limited liability company. Company’s shares are listed on the Stock Exchange.

 

 

Line of Business :

Manufacturer and Exporter of Agro Chemicals, Fungicide, Herbicide, Plant Growth and Regulators.

 

 

No. of Employees :

2560 Employees in India and 3595 Employees Globally.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa (72)

 

RATING

STATUS

PROPOSED CREDIT LINE

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

 

Maximum Credit Limits :

USD 100688000

 

 

Status :

Good 

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well – established company having fine track record.

 

The rating takes into consideration dominant market position of UPL in the global agro chemicals market supported by diversified product portfolio, integrated operations across geographies, healthy revenue growth, decent profitability margins and comfortable liquidity position.

 

Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment.

 

The company can be considered good for normal business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CARE

Rating

Long term bank facilities: “AA+”

Rating Explanation

High degree of safety and very low credit risk.

Date

October 13, 2014

 

Rating Agency Name

CARE

Rating

Short term bank facilities: “A1+”

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

October 13, 2014

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2013.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON-CO-OPERATIVE (91-022-26468000)

 

 

LOCATIONS

 

Registered Office / Factory 1:

3-11, G.I.D.C., Valsad, Vapi – 396195, Gujarat, India

Tel. No.:

91-260-2400717/ 2401945/ 2401960/ 2401718/ 2401719

Fax No.:

91-260-2401823

E-Mail :

thackerkm@uniphos.com
upl@uniphos.com

info@uniphos.com

upl.investors@uniphos.com

purchase@uniphos.com

Website :

www.uplonline.com

Location:

Owned

 

 

Corporate / Administrative Office :

Uniphos House, Madhu Park, 11th Road, Chitrakar Dhurandar Marg, Khar (West), Mumbai - 400052, Maharashtra, India

Tel. No.:

91-22-26468000

Fax No.:

91-22-26041010

E-Mail :

hr_admin@uniphos.com

 

 

Factory 2 :

Green Park Area, Block No 103/B, A/D, Gandhi Nagar - 180004, Jammu, India

Tel No.:

91-191-2430671

 

 

Factory 3 :

CHEMO ELECTRONIC LAB

 

Nahuli – Vapi City, Valsad District - 396195, Gujarat, India

Tel No.:

91-260-2730156/ 2730158/ 2730159

 

91-260-2730160

 

 

Factory 4 :

Plot No. 750, G.I.D.C., Jhagadia, District Bharuch, Gujarat, India

Tel. No.:

91-2645-26012/ 15/ 26016

Fax No.:

2645-26017/ 18

 

 

Factory 5 :

Serial No.225, Village Gopipura, Via Baska Taluka, Halol City, District Panchmal - 389350, Gujarat, India

Tel No.:

91-2676-247068/ 247052

Fax No.:

91-2676-247068

 

 

Factory 6:

117, G.I.D.C., Ankleshwar City, Bharuch District - 393002, Gujarat, India

Tel No.:

91-2646-251223/ 250336/ 251249/ 250279/ 250379

Fax No.:

91-2646-250297

 

 

Factory 7:

3405/6, G.I.D.C., Ankleshwar City, Bharuch District - 393002, Gujarat, India

Tel No.:

91-2646-250578/ 250493/ 250563

Fax No.:

91-2646-251434

 

 

Factory 8:

3101/2, G.I.D.C., Ankleshwar City, Bharuch District - 393002, Gujarat, India

Tel No.:

91-2646-251189/ 225174/ 224473/ 252684

Fax No.:

91-2646–250615

 

 

Factory 9 :

Agrochemical Plant, Durgachak Haldia, Midnapore District – 721602, West Bengal, India

Tel No.:

91-33-22486908

 

 

Sales Office :

V-Fortune Building, 3rd Floor, S V Road, Next to Surya Children's Hospital, Near Vijay Sales, Opposite Petrol Pump, Santacruz (West), Mumbai - 400052, Maharashtra, India

Tel. No.:

91-22-27847769/ 27811554 

Fax No.:

91-79-27842399 

Email :

upl@uniphos.com

ib.hr@uniphos.com

 

 

Godown :

Survey No 154/B/1, Shed 2, S V Cooperative Industrial Estate, IDA Bollaram, Jinnaram, Medak - 502313, Telangana, India

 

 

Overseas Offices :

Located At :

 

·         Zambia

·         China

·         Australia

·         Japan

·         Russia

·         Korea

·         Vietnam

·         New Zealand

·         UK

 

 

DIRECTORS

 

AS ON 31.03.2015

 

Name :

Mr. R. D. Shroff

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Jaidev Rajnikant Shroff

Designation :

Global CEO of the Group

Date of Appointment :

01.10.1992

Profile :

Mr. Jaidev Rajnikant Shroff is a science graduate. He is Global CEO of the Group and he has worked with the Group for more than 21 years. He has substantial experience in various areas of the Group’s operations.

Other Directorship :

·         Uniphos Enterprises Limited

Nivi Trading Limited

Ventura Guaranty Limited

Advanta Limited, Member–Shareholders /Investors Grievance Committee

Tatva Global Environment Limited

Tatva Global Environment (Deonar) Limited

Pradeep Metals Limited

DIN No.:

00191050

 

 

Name :

Mr. A. C. Ashar

Designation :

Director – Finance

 

 

Name :

Mrs. Sandra Rajnikant Shroff

Designation :

Vice Chairman

Date of Appointment :

01.10.1992

Profile :

Mrs. Sandra Rajnikant Shroff has been associated with Uniphos Enterprises Ltd.

(erstwhile United Phosphorus Ltd.) since its inception. She has held various important positions in commercial, educational and social fields.

Other Directorship :

00189012

DIN No.:

·         Uniphos Enterprises Limited

Uniphos International Limited

Enviro Technology Limited

Nivi Trading Limited

Shroff United Chemicals Limited

Bharuch Enviro Infrastructure Limited

Vapi Waste and Effluent Management Co. Limited

Ventura Guaranty Limited

 

 

Name :

Mr. K. Banerjee

Designation :

Whole - Time Director

 

 

Name :

Mr. Pradeep Vedprakash Goyal

Designation :

Director

Date of Appointment :

29.03.2001

Profile :

Mr. Pradeep Vedprakash Goyal is a Metallurgy Engineer from IIT and Master Graduate from MIT, USA. He has been the member of various associations such as All India Manufacturers Organisation, ASSOCHAM, Indo-German Chambers of Commerce, etc. He has authored a few articles relating to steel making. He is the Managing Director of Pradeep Metals Ltd.

Other Directorship :

·         Uniphos Enerprises Limited, Chairman – Audit Committee and Shareholders /Investors Grievance Committee

Hind Rectifiers Limited, Member – Audit Committee and Shareholders /Investors Grievance Committee

Jankalyan Sahakari Bank Limited

DIN No.:

00008370

 

 

Name :

Dr. P. V. Krishna

Designation :

Director

 

 

Name :

Dr. Reena Ramachandran

Designation :

Director

Date of Appointment :

21.10.2003

Profile :

Dr. Reena Ramachandran is the Director General of Fortune Institute of Internationals Business, which is approved by the Ministry of HRD, Govt. of India. She has been member of various associations and institutions relating to education. Presently, she is also a member of the Expert Committee appointed by the Ministry of HRD to device Policy Perspectives for Management Education. She was also associated with various committees appointed by various Ministries of Government of India. She has done her Doctorate in Chemistry from University of Allahabad and Doctorate in Science (chemistry) in France. She has

varied professional experience of over 41 years in Textile, Drug, Cement, Petroleum and Petro Chemical Industry.

DIN No.:

00212371

 

 

Name :

Mr. Pradip Pranjivan Madhavji

Designation :

Director

Date of Appointment :

29.01.2004

Profile :

Mr. Pradip Pranjivan Madhavji is a Commerce and Law Graduate. He has more than 50 years of experience in the fields of finance and administration. Formerly he was chief of Thomas Cook India Ltd. Apart from this, he is Hon. Consul of Colombia and he was also Hon. Consul of New Zealand and also holds positions in various trade bodies. Prior to joining Thomas Cook, he was in Dena Bank for 18 years.

Other Directorship :

·         IDFC Assets Management Co. Limited, Chairman – Audit Committee and Shareholders / Investors Grievance Committee

India Gelatine and Chemicals Limited

DIN No.:

00549826

 

 

Name :

Mr. Vinod Rajindranath Sethi

Designation :

Director

Date of Appointment :

30.01.2006

Profile :

Mr. Vinod Rajindranath Sethi is a Chemical Engineer from IIT, Mumbai and Master in

Business Administration from IIM, Ahmedabad. Presently, he runs his own private

investment bank. He was previously with Morgan Stanley. He has many years of experience

in the field of finance.

Other Directorship :

·         K C P Sugar and Industries Limited

Advanta Limited, Chairman – Audit Committee and Shareholders /Investors Grievance Committee

Itz cash card Limited

IRB Infrastructure Limited

DIN No.:

00106598

 

 

Name :

Mr. Suresh Prabhakar Prabhu

Designation :

Director (up to 07.11.2014)

Profile :

Mr. Suresh Prabhakar Prabhu is an eminent Chartered Accountant. He has been a Member of Parliament in the 11th, 12th, 13th and 14th Lok Sabha (from 1996-2009) and was a Cabinet Minister of Industry, Energy, Environment and Forests, Chemicals and Fertilisers, Heavy Industry and Public Enterprises. Mr. Suresh Prabhakar Prabhu is a well-known personality and has many years of experience in the field of Sustainable development, Banking and finance and International business. He has participated and also addressed at many invents and forums in India and abroad. He is a member of many reputed associations representing business, sports, education and social works.

Other Directorship :

Crompton Greaves Limited

DIN No.:

00308142

 

 

Name :

Mr. V. R. Shroff

Designation :

Executive Director

 

 

Name :

Mr. Hardeep Singh

Designation :

Director (w.e.f. 02.02.2015)

 

 

KEY EXECUTIVES

 

Name :

Mr. M. B. Trivedi

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.06.2015

 

category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

 

 

 

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

3758181

0.88

Bodies Corporate

123970160

28.94

Sub Total

127728341

29.82

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

127728341

29.82

 

 

 

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

36236752

8.46

Financial Institutions / Banks

43078

0.01

Insurance Companies

2770751

0.65

Foreign Institutional Investors

209346837

48.87

Sub Total

248397418

57.99

(2) Non-Institutions

 

 

Bodies Corporate

16582549

3.87

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 Million

25114148

5.86

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

5047301

1.18

Any Others (Specify)

5477397

1.28

Overseas Corporate Bodies

6740

0.00

Non Resident Indians

5347789

1.25

Others

122868

0.03

Sub Total

52221395

12.19

Total Public shareholding (B)

300618813

70.18

 

 

 

Total (A)+(B)

428347154

100.00

 

 

 

(C) Shares held by Custodians and against which Depository Receipts have been issued

 

 

(1) Promoter and Promoter Group

0

0.00

(2) Public

257120

0.00

Sub Total

257120

0.00

Total (A)+(B)+(C)

428604274

100.00

 

 

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer and Exporter of Agro Chemicals, Fungicide, Herbicide, Plant Growth and Regulators.

 

 

Products :

·         Agro Chemicals

Fungicide

Herbicide

Plant Growth and Regulators

 

 

Brand Names :

Not Available

 

 

Agencies Held :

Not Available

 

 

Exports :

Not Available

 

 

Imports :

Not Available

 

 

Terms :

Not Available

 

PRODUCTION STATUS: NOT AVAILABLE

 

GENERAL INFORMATION

 

Suppliers :

Reference:

Not Available

Name of the Person (Designation):

Not Available

Contact Number:

Not Available

Since how long known:

Not Available

Maximum limit dealt:

Not Available

Experience:

Not Available

Remark

Not Available

 

 

Customers :

Reference:

Not Available

Name of the Person (Designation):

Not Available

Contact Number:

Not Available

Since how long known:

Not Available

Maximum limit dealt:

Not Available

Experience:

Not Available

Remark

Not Available

 

 

No. of Employees :

2560 Employees in India and 3595 Employees Globally.

 

 

Bankers :

Bank Name:

Not Divulged

Branch:

Not Divulged

Person Name (with Designation):

Not Divulged

Contact Number:

Not Divulged

Name of Account Holder:

Not Divulged

Account Number:

Not Divulged

Account Since (Date/ Year of A/c Opening):

Not Divulged

Average Balance Maintained (Optional):

Not Divulged

Credit Facilities Enjoyed (CC/OD/Term Loan):

Not Divulged

Account Operation:

Not Divulged

Remarks:

Not Divulged

 

·         Dena Bank

·         Bank of Baroda

·         State Bank of India

·         Union Bank of India

·         Canara Bank

·         IDBI Bank Limited

·         The Karur Vysya Bank Limited

·         Axis Bank Limited

·         Andhra Bank

·         State Bank of Hyderabad

·         ICICI Bank Limited

·         Kotak Mahindra Bank

 

 

Facilities :

SECURED LOANS

31.03.2015

(Rs. in Million)

31.03.2014

(Rs. in Million)

SHORT TERM BORROWINGS

 

 

Cash credit, packing credit and working capital demand loan accounts from banks

116.600

72.200

Total

116.600

72.200

 

NOTE

 

Outstanding loans carry an interest rate of Base Rate/Libor plus margin ranging from 0 bps to 225 bps

 

Outstanding loan is secured by hypothecation of inventories, bills receivables, book debts and all movables assets of the Company both present and future, wherever situated.

 

Auditors :

 

 

Name :

SRBC and Company LLP

Chartered Accountants

 

 

Associates :

 

·         Advanta Limited (formerly known as Advanta India Limited)

·         Chemisynth (Vapi) Limited

·         Sipcam UPL Brasil S.A. (divested on 18th June, 2014)

 

 

Joint Ventures :

United Phosphorus (Bangladesh) Limited.

 

 

Subsidiary Companies:

·         Shroffs United Chemicals Limited

·         SWAL Corporation Limited

·         United Phosphorus (India) LLP

·         United Phosphorus Global LLP

·         Optima Farm Solutions Limited

·         UPL Investment Private Limited

·         UPL Europe Limited (formerly known as United Phosphorus Limited, U.K.)

·         UPL Deutschland GmbH (formerly known as United Phosphorus GmbH, Germany)

·         UPL Polska Sp z.o.o. (formerly known as United Phosphorus Polska Sp.z o.o, Poland)

·         UPL Benelux B.V.(formerly known as AgriChem B.V.)

·         SD Agchem (Netherlands) B.V. (was merged in UPL Benelux

·         B.V.(Formerly Known as AgriChem B.V.)

·         AgriChem Polska Sp.Z.O.O. (dissolved during the year)

·         Cerexagri B.V., Netherlands

·         Blue Star B.V.

·         United Phosphorus Holdings Cooperatief U.A.

·         United Phosphorus Holdings B.V. , Netherlands

·         Decco Worldwide Post-Harvest Holdings Cooperatief U.A.

·         Decco Worldwide Post-Harvest Holdings B.V.

·         United Phosphorus Holding, Brazil B.V.

·         UPL Italia S.R.L. (formerly known as Cerexagri Italia S.R.L.)

·         UPL Iberia, S.A. (formerly known as Compania Espanola Industrial

·         Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain)

·         Phosfonia, S.L., Spain

·         Decco Iberica Postcosecha, S.A.U., Spain

·         Transterra Invest, S. L. U., Spain

·         UPL Portugal, Unipessoal LDA (formed during the year)

·         Cerexagri S.A.S., France

·         Neo-Fog S.A.

·         JPB Courtage S.A.R.L. ( was merged in Neo-Fog S.A.)

·         UPL France (formerly known as Aspen SAS)

·         Aspen Holding S.A.S (dissolved during the year)

·         United Phosphorus Switzerland Limited

·         Agrodan, ApS

·         United Phosphorus Limited, Belgium S P R L (dissolved during the year)

·         Decco Italia SRL, Italy

·         JSC United Phosphorus Limited, Russia

·         United Phosphorus Inc.,U.S.A

·         UPI Finance LLC

·         Cerexagri, Inc. (PA)

·         Cerexagri Delaware, Inc., U.S.A

·         Canegrass LLC, U.S.A

·         Decco US Post-Harvest Inc, U.S.A

·         RiceCo LLC

·         Riceco International, Inc., Bahamas

·         Bio-win Corporation Limited, Mauritius

·         UPL Limited, (formerly known as Uniphos Limited, Gibraltar)

·         United Phosphorus Limited,Gibraltar

·         UPL Limited, (formerly known as Uniphos Limited )

·         UPL Management DMCC (formed during the year)

·         UPL Agro S.A. de C.V.(formerly known as United Phosphorus de

·         Mexico, S.A. de C.V.)

·         Decco Jifkins Mexico Sapi, Mexico

·         United Phosphorus do Brasil Ltda

·         Uniphos Indústria e Comércio de Produtos Químicos Ltda., Brazil

·         United Phosphorus Indústria e Comércio de Produtos Químicos Ltda., Brazil

·         Upl do Brasil Industria e Comércio de Insumos Agropecuários S.A.

·         DVA Technology Argentina S.A.

·         UPL Costa Rica S.A (formerly known as Cerexagri Costa Rica, S.A.)

·         UPL Bolivia S.R.L (formerly known as United Phosphorus Bolivia S.R.L)

·         Icona Sanluis S A , Argentina

·         Icona S A, Argentina

·         Decco Chile SpA

·         UPL Colombia SAS

·         UPL Paraguay S.A. (formed during the year)

·         United Phosphorus Cayman Limited

·         UP Aviation Limited

·         UPL Australia Limited (formerly known as United Phosphorus Limited)

·         UPL New Zealand Limited (formerly known as United Phosphorus Limited)

·         UPL Shanghai Limited (formerly known as United Phosphorus (Shanghai) Company Limited)

·         UPL Limited (Korea) (formerly known as United Phosphorus (Korea) Limited)

·         UPL(Taiwan) Limited (formerly known as United Phosphorus (Taiwan) Limited)

·         PT.UPL Indonesia (formerly known as PT. United Phosphorus Indonesia)

·         PT Catur Agrodaya Mandiri, Indonesia

·         UPL Limited, Honkong

·         UPL Philippines Inc.(formerly known as United Phosphorus Corp., Philippines)

·         UPL Vietnam Company Limited (formerly known as United Phosphorus Vietnam Company Limited)

·         UPL Limited, Japan (formerly known as United Phosphorus Limited, Japan)

·         Anning Decco Fine Chemical Company Limited, China

·         UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi (formerly known as Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey)

·         UPL Agromed Tarim Ilaclari ve Tohumculuk Sanayi ve Ticaret A.S.

·         Safepack Products Limited, Israel

·         Citrashine (Pty) Limited, South Africa

·         UPL Africa SARL (formed during the year)

·         Pro Long Limited

 

 

Enterprises over which key management personnel and their relatives have significant influence:

·         Bharuch Enviro Infrastructure Limited

·         Bloom Packaging Private Limited

·         Bloom Seal Containers Private Limited

·         Daman Ganga Pulp and Papers Private Limited

·         Demuric Holdings Private Limited

·         Enviro Technology Limited

·         Gharpure Engineering and Construction Private Limited

·         Uniphos Envirotronic Private Limited

·         Jai Research Foundation (upto 31.03.2014)

·         Jai Trust

·         Nerka Chemicals Private Limited

·         Pot Plants

·         Sanguine Holdings Private Limited

·         Tatva Global Environment Private Limited (formerly known as Tatva Global Environment Limited)

·         Tatva Global Environment (Deonar) Limited

·         Ultima Search

·         Uniphos International Limited

·         Uniphos Enterprises Limited

·         UPL Environmental Engineers Limited

·         Vikram Farm

 

 

CAPITAL STRUCTURE

 

 

AS ON 31.03.2015

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1,27,50,00,000

Equity Shares

Rs.2/- each

Rs.2550.000 Million

 

 

 

 

1,40,00,000

Preference Shares

Rs.100/- each

Rs.1400.000 Million

 

 

 

 

50,00,000

Preference Shares

Rs.10/- each

Rs.50.000 Million

 

Total

 

Rs.4000.000 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

42,86,04,274

Equity Shares

Rs.2/- each

Rs.857.200 Million

 

 

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

 

Particulars

31.03.2015

 

Number of shares [in lacs]

Amount in Million

At the beginning of the year

4,286

857.200

Buy-back during the year

--

--

Outstanding at the end of the year

4,286

857.200

 

Terms/ rights attached to equity shares:

 

The Company has one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

During the year ended 31st March, 2015, the amount of per share dividend recognised as distributions to equity shareholders is Rs.5 (31st March, 2014: Rs. 4)

 

Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

 

Particulars

31.03.2015

Number of shares [in lacs]

Equity shares bought back by the Company.

332

 

 

Details of shareholders holding more than 5% shares in the Company

 

Particulars

31.03.2015

 

Number of shares [in lacs]

% Holding

Nerka Chemicals Private Limited

986

23.01

Uniphos Enterprises Limited

253

5.91

 

As per of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

 

Buy-back of Shares

 

During the previous year, the Company had bought back a total of 1,40,00,000 equity shares of Rs.2 each at a total consideration of Rs.2825.800 Million (excluding brokerage, taxes and other charges). Accordingly, the face value of shares bought back amounting to Rs. 28.000 Million had been adjusted against share capital and the balance amount of Rs. 2797.800 Million and related expenses amounting to Rs. 14.300 Million had been adjusted in securities premium. Further, in accordance with the notified section 69 of the Companies Act, 2013, the Company had transferred an amount of Rs.28.000 Million, being a sum equal to nominal value of equity shares bought back, from surplus balance in the statement of profit and loss to capital redemption reserve.

 

There are 307,120 (Previous Year 370,720) underlying equity shares of the Company in respect of GDR’s listed on Luxemborg Stock Exchange and against conversion of each GDR ten equity shares were issued.

 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2015

31.03.2014

31.03.2013

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

857.200

857.200

885.200

(b) Reserves & Surplus

34383.600

32219.200

32691.700

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

35240.800

33076.400

33576.900

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

9100.000

10600.000

14000.000

(b) Deferred tax liabilities (Net)

1202.200

1173.400

909.000

(c) Other long term liabilities

1849.400

3067.000

2098.100

(d) Trade payables

58.500

0.000

0.000

Total Non-current Liabilities (3)

12210.100

14840.400

17007.100

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short-term borrowings

3165.900

1101.600

6381.100

(b) Trade payables

17214.100

13711.500

9406.600

(c) Other current liabilities

5520.500

5734.600

2200.500

(d) Short-term provisions

3041.700

2360.700

1586.800

Total Current Liabilities (4)

28942.200

22908.400

19575.000

 

 

 

 

TOTAL

76393.100

70825.200

70159.000

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

12082.700

10829.500

8338.800

(ii) Intangible Assets

4409.700

4893.200

5166.200

(iii) Capital work-in-progress

2913.900

991.300

2361.500

(iv) Intangible assets under development

789.300

188.400

0.000

(b) Non-current Investments

8727.200

6711.500

6710.600

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

12176.100

13303.000

11153.200

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

41098.900

36916.900

33730.300

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

2329.900

(b) Inventories

11739.700

8722.000

6205.400

(c) Trade receivables

14225.200

14117.900

18045.600

(d) Cash and cash equivalents

1247.000

1854.000

1882.200

(e) Short-term loans and advances

6925.700

8142.900

7061.400

(f) Other current assets

1156.600

1071.500

904.200

Total Current Assets

35294.200

33908.300

36428.700

 

 

 

 

TOTAL

76393.100

70825.200

70159.000

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2015

31.03.2014

31.03.2013

 

SALES

 

 

 

 

 

Income

53349.900

49682.700

39394.400

 

 

Other Income

2404.700

3178.400

1296.500

 

 

TOTAL                                    

55754.600

52861.100

40690.900

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

24387.600

20145.800

17133.400

 

 

Purchases of Stock-in-Trade

5933.900

8021.400

4722.600

 

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(2073.700)

(1539.900)

 

 

(382.000)

 

 

 

 

Employees benefits expense

3178.000

2578.700

2374.600

 

 

Other expenses

16301.200

13807.700

11279.300

 

 

TOTAL                                    

47727.000

43013.700

35127.900

 

 

 

 

 

 

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

8027.600

9847.400

5563.000

 

 

 

 

 

Less

FINANCIAL EXPENSES                        

352.700

2432.900

1013.200

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION

7674.900

7414.500

4549.800

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                    

1867.500

1690.900

 

1577.600

 

 

 

 

 

 

Less

EXCEPTIONAL ITEMS

0.000

198.600

0.000

 

 

 

 

 

 

PROFIT BEFORE TAX

5807.400

5525.000

2972.200

 

 

 

 

 

Less

TAX                                                                 

1174.100

1367.700

890.900

 

 

 

 

 

 

PROFIT AFTER TAX                

4633.300

4157.300

2081.300

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Exports of goods calculated on F.O.B. basis

27977.400

27833.700

21884.300

 

 

Interest

460.700

429.000

425.300

 

 

Dividend

1742.200

1125.000

54.400

 

 

Others

12.200

24.400

7.000

 

TOTAL EARNINGS

30192.500

29412.100

22371.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

13284.800

11196.200

9093.500

 

 

Traded Goods

4662.700

5149.900

2241.000

 

 

Components and spare parts

5.500

5.800

9.200

 

 

Capital goods

100.600

176.500

411.400

 

TOTAL IMPORTS

18053.600

16528.400

11755.100

 

 

 

 

 

 

Earnings Per Share (Rs.)

10.81

9.45

4.60

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2015

31.03.2014

31.03.2013

Current Maturities of Long term debt

1500.000

2500.000

0.000

Cash generated from operations

6162.500

12499.800

2588.600

Net cash from operating activities

4971.800

11389.400

1899.900

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2015

31.03.2014

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

8.68

8.37

5.28

 

 

 

 

 

Operating Profit Margin

(PBDIT/Sales)

(%)

15.05

19.82

14.12

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

9.08

8.78

4.87

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.16

0.17

0.09

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.39

0.43

0.61

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.22

1.48

1.86

 

STOCK PRICES

 

Face Value

Rs. 2.00

 

 

Market Value

Rs. 560.80

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

885.200

857.200

857.200

Reserves & Surplus

32691.700

32219.200

34383.600

Share Application money pending allotment

0.000

0.000

0.000

Net worth

33576.900

33076.400

35240.800

 

 

 

 

long-term borrowings

14000.000

10600.000

9100.000

Short term borrowings

6381.100

1101.600

3165.900

Current Maturities of Long Term Debt

0.000

2500.000

1500.000

Total borrowings

20381.100

14201.600

13765.900

Debt/Equity ratio

0.607

0.429

0.391

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

39394.400

49682.700

53349.900

 

 

26.116

7.381

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

39394.400

49682.700

53349.900

Profit

2081.300

4157.300

4633.300

 

5.28%

8.37%

8.68%

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check list by info agents

Available in Report

(Yes/No)

1

Year of establishment

Yes

2

Constitution of the entity -Incorporation details

Yes

3

Locality of the entity

Yes

4

Premises details

No

5

Buyer visit details

--

6

Contact numbers

Yes

7

Name of the person contacted

No

8

Designation of contact person

No

9

Promoter’s background

Yes

10

Date of Birth of Proprietor / Partners / Directors

Yes

11

Pan Card No. of Proprietor / Partners

No

12

Voter Id Card No. of Proprietor / Partners

No

13

Type of business

Yes

14

Line of Business

Yes

15

Export/import details (if applicable)

No

16

No. of employees

Yes

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

--

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for last three years

Yes

27

Reasons for variation <> 20%

--

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

Yes

32

Litigations that the firm/promoter involved in

Yes

33

Market information

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

LITIGATION DETAILS

 

 

HIGH COURT OF GUJARAT

 

TAX APPEAL No. 1008 of 2014

 

 

Status : PENDING

( Converted from : O/ST/1729/2014 )

CCIN No : 001092201401008

 

 

Last Listing Date:

19/11/2014

 

Coram

·                       HONOURABLE MR.JUSTICE AKIL KURESHI

·                       HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI

 

S.NO.

Name of the Petitioner

Advocate On Record

1

COMMISSIONER OF CENTRAL EXCISE AND CUSTOMS

MR RJ OZA for: Appellant(s)  1

S.NO.

Name of the Respondant

Advocate On Record

1

UNITED PHOSPHORUS LTD

RULE SERVED for :Opponent(s)  1

 

Presented On

: 27/06/2014

Registered On

: 08/09/2014

Bench Category

: -

District

: SURAT

Case Originated From

: THROUGH HIS/HER/THEIR ADVOCATE

Listed

: 5 times

StageName

: ADJOURNED MATTERS

 

 

Office Objection

Filing Stage
Filing Stage
Filing Stage
Filing Stage

·                       WHETHER CERTIFIED COPIES FILED ? APPELLATE JUDGEMENT

·                       WHETHER NAMES OF THE PARTIES TALLY WITH NAMES IN THE CERTIFIED COPIES ?

·                       WHETHER COPIES ARE LEGIBLE AND WHETHER TYPED COPIES OF HAND WRITTEN ANNEXURES FILED ?

·                       WHETHER THE ORGINAL POSITIONS OF THE PARTIES STATED ?

 

Classification

·                                 DB - OJ - TAX APPEAL - CENTRAL EXCISE ACT, 1944 - UNDER SECTION 35G

Act

·                                 CENTRAL EXCISE RULES, 1944

 

 

Other Forums

 

S.No.

CASEDETAILS

TRIBUNAL REFERRENCE

ORDER PASSED BY

JUDGEMENT DATE

PLACE

1

A/11706/2013

CESTAT WEST ZONAL BENCH AHMEDABAD

TECHNICAL MEMBER AND JUDICIAL MEMBER

28/11/2013

SURAT

 

 

Office Details

 

S. No.

Filing Date

Document Name

Advocate Name

Court Fee on Document

Document Details

1

27/06/2014

APPEARANCE NOTE

MR RJ OZA ADVOCATE
for PETITIONER(s)  1

0

MR RJ OZA(520) for P:1

2

27/06/2014

MEMO OF PETITION/APPEAL/SUIT

MR RJ OZA ADVOCATE
for PETITIONER(s)  1

50

MR RJ OZA(520), for P:1

3

07/10/2014

ADDITIONAL FEE ON CERTIFIEDCOPY

MR RJ OZA ADVOCATE
for PETITIONER(s)  1

2

MR RJ OZA(520) for P:1

4

01/11/2014

DRAFT AMENDMENT

MR RJ OZA ADVOCATE
for PETITIONER(s)  1

0

MR RJ OZA(520) for P:1

 

 

Court Proceedings

 

S. No.

Notified Date

CourtCode

Board Sr. No.

Stage

Action

Coram

1

10/09/2014

6

42

FOR OFFICE OBJECTION

NEXT DATE

·                       HONOURABLE MS.JUSTICE HARSHA DEVANI 

·                       HONOURABLE MS JUSTICE SONIA GOKANI

2

14/10/2014

10

-

undefined

 

·                       HONOURABLE MS JUSTICE SONIA GOKANI

3

16/10/2014

6

42

ADMISSION (FRESH MATTERS)

NEXT DATE

·                       HONOURABLE MR.JUSTICE AKIL KURESHI 

·                       HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI

4

05/11/2014

6

6

ADJOURNED MATTERS

NEXT DATE

·                       HONOURABLE MR.JUSTICE AKIL KURESHI 

·                       HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI

5

19/11/2014

6

11

ADJOURNED MATTERS

RULE/ADMIT

·                       HONOURABLE MR.JUSTICE AKIL KURESHI 

·                       HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI

 

 

Available Orders

 

S. No.

Case Details

Judge Name

Order Date

CAV

Judgement

Questions

Transferred

1

TAX APPEAL/995/2014

·                       HONOURABLE MS.JUSTICE HARSHA DEVANI 

·                       HONOURABLE MS JUSTICE SONIA GOKANI

10/09/2014

N

ORDER

-

Y

2

TAX APPEAL/1008/2014

·                       HONOURABLE MR.JUSTICE AKIL KURESHI 

·                       HONOURABLE MR.JUSTICE VIPUL M. PANCHOLI

19/11/2014

N

ORDER

-

Y

 

 

 

 

 

 

Certified Copy

 

S. No.

ApplicantName

ApplicationType

Application Date

UOL Number

Order Date

Notify Date

Delivery Date

Status

Nature Of Document

1

MR RJ OZA

ORDINARY

20/11/2014

O/43421/2014

19/11/2014

21/11/2014

25/11/2014

Delivered

ORDER

 

 

 

UNSECURED LOANS

 

PARTICULAR

31.03.2015

(Rs. in Million)

31.03.2014

(Rs. in Million)

LONG TERM BORROWINGS

 

 

Unsecured redeemable Non-convertible Debentures

10000.000

11500.000

Less : Non-convertible Debentures bought back by the company pending extinguishment

(900.000)

(900.000)

 

 

 

SHORT TERM BORROWINGS

 

 

Cash credit, packing credit and working capital demand loan accounts from banks

3049.300

979.400

Loans from others

0.000

50.000

Total

12149.300

11629.400

 

NOTE

 

LONG TERM BORROWINGS

 

Unsecured Redeemable Non-Convertible Debentures

 

(i) NCDs amounting to Rs. 3000.000 Million (Previous Year: Rs. 3000.000 Million) have been issued under two series and are redeemable at par at the end of 10th year Rs. 1500.000 Million i.e June, 2022 and 7th year Rs. 1500.000 Million i.e June, 2019 from the date of allotment. Out of the above, NCDs amounting to Rs. 900.000 Million have been bought back by the Company.

 

(ii) NCDs amounting to Rs. 2500.000 Million (Previous Year: Rs 2500.000 Million) are redeemable at par at the end of 15th year i.e July 2026 from the date of allotment. The NCDs carry a call option at the end of 10th year from the date of allotment.

 

(iii) NCDs aggregating to Rs. 3000.000 Million (Previous Year: Rs 3000.000 Million) have been issued under four series and are redeemable at par of Rs 750.000 Million each at the end of 12th year, 11th year, 9th year and 8th year i.e. October 2022, October 2021, October 2019 and October 2018 respectively from the date of allotment.

 

(iv) NCDs aggregating to Rs. 3000.000 Million (Previous Year: Rs. 3000.000 Million) have been issued in two series and are redeemable at par at the end of 10th year Rs. 1500.000 Million i.e. April 2020 and 7th year Rs. 1500.000 Million i.e. April 2017 from the date of allotment. The NCDs carry a call option at the end of 6th year i.e. April 2016 and 5th year i.e. April 2015 respectively from the date of allotment. The Company has exercised the call option on NCDs of Rs. 1500.000 Million i.e. at the end of 5 years and were repaid on 9th April, 2015. Accordingly, the same has been disclosed as current maturities.

 

(v) NCDs amounting to Rs.2500.000 Million were redeemed at par at the end of 5th year i.e January, 2015 from the date of allotment.

 

(vi) NCDs mentioned above carry a coupon rate ranging from 9.50% to 10.70%

 

SHORT TERM BORROWINGS

 

a. Outstanding loans carry an interest rate of Base Rate/Libor plus margin ranging from 0 bps to 225 bps

 

b. Outstanding loan is secured by hypothecation of inventories, bills receivables, book debts and all movables assets of the Company both present and future, wherever situated.

 

c. Unsecured short term demand loan of Rs. Nil (Previous Year: Rs 50.000 Million) carry an interest rate of 12.50%p.a.

 

 

CONTINGENT LIABILITIES

 

Particulars

31.03.2015

(Rs. In Million)

31.03.2014

(Rs. In Million)

(a) Disputed Income-Tax Liability (excluding interest)

114.300

114.300

(b) Disputed Excise Duty / Service Tax liability (excluding interest)

1516.100

1275.400

(c) Disputed Sales Tax liability

259.100

286.900

(d) Disputed Custom Duty liability

355.800

355.800

(e) Disputed Fiscal Penalty for cancellation of licences

334.800

334.800

(f) Disputed penalty levied by Competition Commission of India for Cartelization of Prices*

2524.400

2524.400

(g) Disputed penalty on Water Tax

16.100

16.100

In respect of the above matters, future cash outflows in respect of contingent

liabilities are determinable only on receipt of judgements pending at various forums /

authorities

 

 

(h) Bills discounted under Letter of Credit and remaining unpaid at the date of the balance sheet

84.100

20.700

(i) Corporate guarantees given on behalf of subsidiary companies:

 

 

(i) United Phosphorus Limited, U.K.

3073.300

2177.200

(ii) United Phosphorus Limited, Hong Kong

531.300

509.300

(iii) United Phosphorus Inc. USA

764.100

732.500

(iv) United Phosphorus Inc. USA/ Decco US Post Harvest Inc. USA

156.300

149.800

(v) UPL Australia Limited

562.500

539.200

(vi) Bio-Win Corporation Limited, Mauritius

19687.500

20482.800

(vii) Cerexagri Italia, SRL, Italy

1110.900

1357.600

(viii) Ceraxagri SAS., France

1481.200

1810.200

(ix) Ceraxagri B.V., Netherlands

1548.500

1892.500

(x) Icona S.A. Argentina

1250.000

1198.300

(xi) United Phosphorus Cayman Ltd, Cayman Islands

937.500

898.700

(j) Corporate guarantees given on behalf of associate companies:

 

 

Advanta Limited

3125.000

2995.800

(k) Claims against the Company not acknowledged as debts

52.100

50.200

 

* The Competition Commission of India (CCI) had levied a penalty of Rs 2524.400 Million on the Company for alleged violation of section 3(3) (b) and 3(3) (d) of the Competition Act 2002. The order of the CCI was challenged before the Competition Appellate Tribunal (COMPAT) which by its order dated 29th October, 2013 has reduced the penalty to Rs. 69.400 Million. The Company and CCI have challenged the order of COMPAT before the hon’ble Supreme Court.

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10392596

27/08/2012

3,000,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,, BA 
LLARD ESTATE,, MUMBAI, MAHARASHTRA - 400001, INDIA

B56987159

2

10314745

07/09/2011

2,500,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,, BA 
LLARD ESTATE,, MUMBAI, MAHARASHTRA - 400001, INDIA

B24019390

3

10261587

24/12/2010

3,000,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,, BA 
LLARD ESTATE,, MUMBAI, MAHARASHTRA - 400001, INDIA

B03607926

4

10227852

21/06/2010

3,000,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,, BA 
LLARD ESTATE,, MUMBAI, MAHARASHTRA - 400001, INDIA

A88992797

5

10220148

09/04/2010

2,500,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,, BA 
LLARD ESTATE,, MUMBAI, MAHARASHTRA - 400001, INDIA

A85891174

6

10186793

09/11/2009

1,350,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,, BA 
LLARD ESTATE,, MUMBAI, MAHARASHTRA - 400001, INDIA

A73556698

7

10142689

31/12/2008

3,700,000,000.00

DENA BANK

CORPORATE BUSINESS BRANCH, C-10, G-BLOCK, BANDRA 
KURLA COMPLEX, BANDRA EAST, MUMBAI, MAHARASHTRA - 
400051, INDIA

A57003386

8

90099990

09/09/2010 *

16,000,000,000.00

DENA BANK

CORPORATE BUSINESS BRANCH, DENA CORPORATE CENTRE, 
C-10, `G' BLOCK, BANDRA-KURLA COMPLEX, BANDRA EAS 
T, MUMBAI, MAHARASHTRA - 400051, INDIA

A95586277

9

80002425

10/01/2005

497,500,000.00

RABO INDIA FINANCE PVT LTD

FORBES BLDG, C R MARG FORT, MUMBAI, MAHARASHTRA - 
400001, INDIA

-

10

90099860

19/07/2004

2,500,000.00

UTI BANK LTD

UNIVERSAL INSURANCE BUILDING, SIR PM ROAD ;FORT, 
BOMBAY, MAHARASHTRA - 400001, INDIA

-

 

* Date of charge modification

CORPORATE INFORMATION

 

UPL Limited (the Company) is a public Company domiciled in India. Its shares are listed on two stock exchanges in India. The Company is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.

 

OPERATIONAL PERFORMANCE

 

In India, the monsoon season started late and for the first quarter (April – June), there was deficit of almost 40 percent in rainfall. However, this deficit came down dramatically due to great surge in rainfall in the months of July and August. Heavy monsoon in these months ensued flash floods, especially in the northern and eastern states of India. This also affected the production of food crops. In the second half, during the Rabi season, especially in the later part, there were unseasonal rains resulting in damage to crops like wheat, mustard, rice etc.

 

The scenario in the global market was varied. The prices for some crops like Sugarcane, Cotton, Corn, Soya came down globally, impacting grain production in Brazil. Parts of Brazil also witnessed dry weather. The Brazillian Real was devalued and this made the export very attractive. The Company’s product Unizeb Gold showed excellent performance. In Mexico, new products were introduced by the Company, resulting in growth in business. In Argentina, good weather prevailed but severe import restrictions impacted the Company’s performance.

 

In USA, spring season was held up by a prolonged winter. Due to a good summer, crop production benefitted, especially soya bean and maize. However, adverse weather conditions prevailed in Canada.

 

In Europe, there was mild winter and early spring which was favourable for crop production. In Northern Europe, the growing conditions were excellent, which was positive for agrochemical market. However the sharp depreciation in Euro currency in the last quarter of the year did impact the Revenues for the Company from this region.

 

In Asia, there was deficient monsoon resulting in dryness in some areas of China and Thailand. Australia continued to suffer from drought. The Company continued its efforts to penetrate the African market with more registrations.

 

During the year, they saw sharp decline in commodity prices coupled with sharp decline in valuation of currencies particularly the Brazilian Real and the Euro, which impacted the Revenues from these regions.

 

In spite of such adverse situations, the Company performed very well. This was mainly due to continuous innovation in manufacturing processes, introduction of newer and safer products for soya and rice crops, farmer education programmes and various measures to cut down the costs. The Company’s performance was superior to that of its local and global peers. The Company’s focus on Branded Sales also paid off. The Company’s branded products viz, Ulala, Lancer Gold, Starthene Power, Saaf and Saathi have performed well. Another branded product of the Company Phoskill completed 25 years in the market.

 

The year has ended very well for the Company. Some of the highlights of the global performance are as under:

 

a) Revenue from operations have increased by 12% to Rs.120910.000 Million.

 

b) EBIDTA has been 20%.

 

c) Profit before taxes has gone up by 19% to Rs.13670.000 Million.

 

d) Profit after taxes has gone up by 21% to Rs.11230.000 Million.

 

FUTURE OUTLOOK

 

In India, for the year 2015, below average monsoon is predicted. El Nino conditions are likely to persist, which will have strong and adverse influence on the monsoon in India. This may affect the agrochemicals market in India. However, as the Company’s market reach has been global, much impact will not be felt by the Company. With a large range of products, regular introduction of newer and safer products, new registrations, entry into new markets and expansion of business in existing markets, the Company expects its sales to go up in the coming years.

 

ACQUISITIONS/ DISINVESTMENT

 

During the year, the Company, through its step down wholly owned subsidiary has increased its stake further in UPL do Brasil Industria E Comercio de Insumos Agropecuarios S.A. (UPL do Brasil), a Brazilian company, from 73% to 100% by acquiring the balance 27% shares from its existing shareholders. UPL do Brasil, based out of Campinas, São Paulo state in Brazil is engaged in the production, marketing, selling and distribution of crop protection products and specialities in the Brazilian agrochemicals market.

 

During the year, the Company, through its step down wholly owned subsidiary has agreed to subscribe, subject to necessary approvals, up to 40% shares in Sinagro group, a Brazilian company in the state of Mato Grosso. Sinagro based out of Primavera do Leste in the state of Mato Grosso, is one of the leading distributors of farm inputs in the Cerrado region of Brazil and is also in the business of agricultural production and trading of grains. Brazil has the largest Soybean agrochemical market in the world and state of Mato Grosso is the leading Soybean producing state in Brazil.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

GLOBAL ECONOMY

 

The global economy continued to expand in 2014 at a moderate and uneven pace, as countries remained saddled with unfinished post-crisis adjustments. Global recovery was hampered by some new challenges, including a number of unexpected shocks, such as heightened geopolitical conflicts in various areas. Growth of WGP (World Gross Product) was estimated at 2.6% in 2014, marginally better than the growth of 2.5% in 2013, but lower than the projected 2.9%. (Source: United Nations) High-income countries are likely to see a growth of 2.2% in 2015-17, up from 1.8% in 2014, on the back of gradually recovering labour markets, ebbing fiscal consolidation, and still-low financing costs. As domestic headwinds, that held back growth in the developing countries ease and recovery in high income countries, strengthens, growth is projected to accelerate, rising from 4.4% in 2014 to 4.8% in 2015 and 5.4% by 2017.

 

INDIAN ECONOMY

 

The Indian GDP grew at 7.3% in 2014-15 and is poised to grow by 8% in 2015-16 according to forecasts by

OECD, compared to China, which is pegged to grow at 7% during these years. With labour costs spiking in China, India is now expected to emerge as the fastest-growing major economy in 2015-16.

 

India’s per capita net national income during 2014-15 is estimated at Rs.0.089 Million (US$1,434), a rise of 10.1% compared with Rs.0.080 Million (US$1,302) during 2013- 14 with a growth rate of 12.3%. Gross fixed capital formation increased from 3% in 2013-14 to 4.1% in 2014-15. Average retail inflation moderated to 6.3% in 2014-15 as against 8.9% in 2013-14. Food inflation declined from 9.5% in 2013-14 to 4.8% in 2014-15.

 

India’s current account could be a surplus in 2015, after 32 consecutive quarters in deficit, and the deficit for the upcoming fiscal year could halve to 0.6% of the GDP from 1.1% during the current fiscal.

 

The Central Statistics Office revised the base year on which comparisons were made to 2011-12 from 2004-05. It

expanded coverage of manufacturing and included under-represented sectors and data from the corporate database of the government in arriving at the growth figures.

 

Lower oil prices and widespread monetary easing brought the world economy to a turning point, with the potential for the acceleration of growth needed in many countries.

 

INDIA’S AGRICULTURAL SECTOR

 

The agriculture sector contributed just 15% of India’s GDP (Gross Domestic Product) (GDP), but over 50% of the population was still dependent on it. India emerged as a significant agricultural exporter in commodities like cotton, rice, meat, oil meals, pepper and sugar.

 

The agricultural and allied sectors registered a growth of 1.1% during the current financial year. Despite the monsoon rainfall falling 12% short of expectations during 2014-15, the loss in production was contained at ~3.0% over 2013-14.

 

Agricultural credit flow target for 2014-15 was fixed at Rs.8000000.000 Million against which Rs.3708286.000 Million has already been achieved. With additional initiatives from the Central Government to promote the development of a common national market for agricultural commodities through e-platforms, the department approved Rs. 2000.000 Million for promoting the National Agricultural Market, through the ATIF (Agri-tech Infrastructure Fund) (ATIF), which will be implemented during 2014-17.

 

 

UNAUDITED RESULTS FOR THE QUARTER ENDED ON 30TH JUNE, 2015

 

                                                                                                                                             (Rs. In Million)

 

 

Particulars

Quarter ended 30.06.2015

1

Income from Operations

 

 

a) Net Sales/Income from Operations (net of excise duty)

15409.800

 

b) Other Operating Income

333.900

 

Total Income from Operations (Net)

15743.700

2

Expenses

 

 

a)

Cost of Materials consumed

7130.900

 

b)

Purchase of stock in-trade

942.400

 

c)

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(264.100)

 

d)

Employee benefit expenses

962.300

 

e)

Depreciation and amortization expense

504.100

 

f)

Power & Fuel

0.000

 

g)

Other expenses

4326.300

 

Total Expenses

13601.900

3

 

Profit /(Loss) from operations before other income, finance costs and exceptional items (1-2)

2141.800

4

Other Income

106.300

5

 

Profit /(Loss) from ordinary activities before finance costs and exceptional items (3+4)

2248.100

6

Finance Costs

430.500

7

 

Profit /(Loss) from ordinary activities after finance costs but before exceptional items (5-6)

1817.600

8

Exceptional Items

0.000

9

Profit /(Loss) from ordinary activities before tax

1817.600

10

Tax Expense

455.700

11

Net Profit /(Loss) from ordinary activities after tax (9-10)

1361.900

12

Extraordinary items (net of tax expense)

--

13

Net Profit /(Loss) for the period (11-12)

1361.900

14

Paid up equity share capital (Eq. shares of  Rs.2/-each)

857.200

15

Reserve excluding revaluation reserves

 

16

 

Earnings per share (before/after extraordinary items)

 

 

 

Basic

3.18

 

 

Diluted

3.18

A

 

PARTICULARS OF SHAREHOLDING

 

1

 

Public Shareholding

 

 

 

- No. of Shares

300875933

 

 

- Percentage of Shareholding

70.20%

2

 

Promoters and promoter group shareholding

 

 

 

a) Pledged/Encumbered

 

 

 

- Number of shares

10221531

 

 

- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)

8.00%

 

 

- Percentage of shares (as a % of the total share capital of the Company)

2.38%

 

 

b) Non- encumbered

 

 

 

- Number of shares

117506810

 

 

- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)

92.00%

 

 

- Percentage of shares (as a % of the total share capital of the Company)

27.42%

 

 

 

Particulars

Quarter ended 30.06.2015

B

 

Investor Complaints

 

 

 

Pending at the beginning of the quarter

0

 

 

Received during the quarter

46

 

 

Disposed during the quarter

46

 

 

Remaining unresolved at the end of the quarter

0

 

 

SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE QUARTER ENDED

30TH JUN, 2015

 

 

Particulars

Quarter ended 30.06.2015

 

Segment Revenue (Sales and Other Operating Income)

 

a)

Agro Activities

14839.500

b)

Non Agro Activities

1811.600

c)

Unallocated

31.300

 

TOTAL

16682.400

 

Less: Inter-segment transfers

938.700

 

Net Sales / Income from operation

15743.700

 

 

 

 

Segment Results: [Profit/ (Loss) before tax and interest from each segment]

 

a)

Agro Activities

2912.800

b)

Non Agro Activities

160.000

c)

Unallocated

0.000

 

TOTAL

3072.800

 

Less: Financial Cost

430.500

 

Less: Other unallocable expenditure, net of unallocable income

824.700

 

Total Profit/ Loss –before tax

1817.600

 

Capital Employed:

 

a)

Agro Activities

34887.200

b)

Non Agro Activities

4048.800

c)

Unallocated

(2333.300)

 

TOTAL

36602.700

 

Note :

 

The above Standalone Audited Financial Results were reviewed by the Audit Committee and thereafter approved at the Meeting of the Board of Directors held on 29.07.2015

 

The figures for the quarter ended 31st March 2015 are the balancing figures between the Audited figures in respect of the full financial year 2014-2015 and the year to date figures up to the third quarter for the third quarter ended 31.12.2014.

 

During the quarter, the Company through its step down wholly owned subsidiary, has increased its shareholding in UPL do Brazil from 73% to 100 %. UPL do Brazil is engaged in the production, marketing, distribution and selling of crop protection products and specialties in the Brazilian agrochemical market.

 

On 30.06.2015 the company through step down wholly owned subsidiary has completed the transaction to acquire 40% shares in Sinagro Group Company in the state of Molo grosso. Sinagro it one of the leading distributors of farm inputs in the Cerrado region of Brazil and engaged in the business of agricultural production and landing of grains.

 

Other Income includes net exchange (gain) / loss on account of foreign exchange on exports, imports and export commission. Such (gain)/loss are Rs.15.800 Million, Rs.95.600 Million, and Rs.6.200 Million for the quarters ended 30.06.2015, 31.03.2015 and 30.06.2014 respectively; and Rs 198.300 Million for the year ended 31st March, 2015.

 

Finance Costs include settlement gain / mark to market losses on derivative contracts related to borrowings and exchange differences arising on foreign currency loans/ advances. Such (gain)/loss is Rs.(50.400 Million), Rs (116.600 Million), and Rs (507.700 Million) for the quarters ending 30.06.2015, 31.03.2015, 30.06.2014 respectively; and Rs (1329.300 Million) for the year ended 31st March 2015.

 

Ratios have been computed as follows:-

 

Debt comprises Long-Term borrowings, Short-Term borrowings and Current maturities of Long Term borrowings

Debts Service Coverage Ratio = Earnings before Interest, Tax, Depreciation and Amortisation /(Interest on Long Term borrowings +Principal (repayments) 

Interest Service Coverage Ratio = Earnings before Interest and Tax/Interest and Other Finance Charges on Debt

Previous periods/ years figures have been regrouped/ rearranged wherever necessary.

 

FIXED ASSETS

·         Land- Freehold

·         Land-Leasehold

·         Leasehold Improvement

·         Building

·         Plant and Machinery

·         Laboratory Equipments

·         Office Equipments

·         Furniture, Fixture and Equipments

·         Vehicles

·         Software

 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

 
Unit

Indian Rupees

US Dollar

1

Rs. 63.82

UK Pound

1

Rs. 99.15

Euro

1

Rs. 69.31

 

 

INFORMATION DETAILS

 

Information Gathered by :

NYA

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

SNT

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILITY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

72

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.