MIRA INFORM REPORT

 

 

Report No. :

327961

Report Date :

17.06.2015

 

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-

 

 

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 Limit :

USD 100700000

 

 

Status :

Good 

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

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.

 

 

ECGC Country Risk Classification List – March 31, 2015

 

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

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, Andhra Pradesh, India

 

 

Overseas Offices :

Located At :

 

·         Zambia

·         China

·         Australia

·         Japan

·         Russia

·         Korea

·         Vietnam

·         New Zealand

·         UK

 

 

DIRECTORS

 

As on 31.03.2014

 

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

Date of Appointment :

29.01.2013

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

 

 

KEY EXECUTIVES

 

Name :

Mr. M. B. Trivedi

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2015

 

Category of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

3758181

0.88

http://www.bseindia.com/include/images/clear.gifBodies Corporate

123970160

28.94

http://www.bseindia.com/include/images/clear.gifSub Total

127728341

29.82

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

127728341

29.82

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

39402793

9.20

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

184753

0.04

http://www.bseindia.com/include/images/clear.gifInsurance Companies

3639395

0.85

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

198396550

46.32

http://www.bseindia.com/include/images/clear.gifSub Total

241623491

56.41

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

22547905

5.26

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

25554374

5.97

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

5263701

1.23

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

5579342

1.30

http://www.bseindia.com/include/images/clear.gifOverseas Corporate Bodies

6740

0.00

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

5449734

1.27

http://www.bseindia.com/include/images/clear.gifForeign Corporate Bodies

122868

0.03

http://www.bseindia.com/include/images/clear.gifSub Total

58945322

13.76

Total Public shareholding (B)

300568813

70.18

Total (A)+(B)

428297154

100.00

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

 

 

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

307120

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

307120

0.00

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

428297154

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 :

 

 

 

Agencies Held :

 

 

 

Exports :

 

 

 

Imports :

 

 

 

Terms :

 

 

PRODUCTION STATUS: NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

Customers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

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

·         ING Vysya Bank Limited

 

 

Facilities :

SECURED LOANS

31.03.2014

(Rs. in Million)

SHORT TERM BORROWINGS

 

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

72.200

Total

72.200

 

NOTE

 

a. Outstanding loans carry an interest rate of Base Rate/Libor plus margin ranging from 70 bps to 400 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.

 

 

 

Banking Relations

--

 

 

Auditors :

(AS ON 31.03.2014)

 

Name :

S.V. Ghatalia and Associates LLP

Chartered Accountants

 

 

Name :

RA and Company

Cost Accountants

Address :

Mumbai, Maharashtra, India

 

 

Associates :

(AS ON 31.03.2014)

·         Sanguine Holdings Private Limited

·         Advanta Limited (formerly known as Advanta India Limited)

·         Tatva Global Enviroment Limited

·         Advanta Semilas SAIC, Argentina

·         Tatva Global Environment (Deonar) Limited

·         Chemisynth (Vapi) Limited

·         Ultima Search

·         Kerala Enviro Infrastructure Limited

·         Uniphos International Limited

·         Pacific Seeds Pty Limited, Australia

·         Uniphos Enterprises Limited

·         Unicorn Seeds Private Limited

·         UPL Environmental Engineers Limited

·         Sipcam UPL Brasil S.A.

·         Vikram Farm

 

 

Joint Ventures :

(AS ON 31.03.2014)

·         Accolade Properties Private Limited (Upto September 27, 2012)

·         United Phosphorus (Bangladesh) Limited

·         Sadafuli Finvest Private Limited (Upto September 27, 2012)

 

 

Subsidiaries :

(AS ON 31.03.2014)

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

·         UPL Investment Private Limited

·         UPL Colombia S.A.S Agrindustrial, S.A., Spain

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

·         Agrodan, ApS United Phosphorus (Shanghai) Company Limited

·         Anning Decco Fine Chemical Co. Limited, China

·         United Phosphorus (Taiwan) Limited Bio-win Corporation Limited, Mauritius

·         United Phosphorus Cayman Limited Canegrass LLC, USA

·         United Phosphorus de Mexico, S.A. de C.V. Cerexagri B.V. - Netherlands

·         United Phosphorus do Brasil Ltda UPL Costa Rica S.A (formerly known as Cerexagri Costa Rica, S.A.)

·         United Phosphorus GMBH, Germany Cerexagri Delaware, Inc.,USA

·         United Phosphorus Holdings B.V., Netherlands Cerexagri Italia S.R.L.

·         United Phosphorus Holdings Cooperatief U.A. Cerexagri S.A.S., France

·         United Phosphorus Inc., U.S.A. Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey

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

·         Cerexagri, Inc. (PA)

·         United Phosphorus Limited, Belgium S P R L Citrashine (Pty) Limited, South Africa

·         United Phosphorus Limited, Gibraltar Compania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain

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

·         Decco Iberica Postcosecha, S.A.U., Spain (formerly Cerexagri Iberica)

·         United Phosphorus Limited, Japan

·         Decco Italia SRL,Italy

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

·         Decco US Post-Harvest Inc (US)

·         United Phosphorus Limited, U.K.

·         Decco Worldwide Post-Harvest Holdings B.V.

·         United Phosphorus Polska Sp.z o.o - Poland

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

·         United Phosphorus Switzerland Limited

·         Desarrollo Quimico Industrial, S.A., Spain (DEQUISA S.A.)

·         United Phosphorus Vietnam Co., Limited

·         Friedshelf 1114 (Pty) Limited

·         Global Chem Trade Corp., Panama (Dissolved on January 1, 2013)

·         Safepack Products Limited, Israel

·         Icona S A – Argentina

·         Samrod Chemicals (Pty) Limited

·         Icona Sanluis S A – Argentina

·         Shroffs United Chemicals Limited

·         Jiangsu Kaznam Chemical Group.,Panama (Dissolved on March 18, 2013)

·         SWAL Corporation Limited

·         JSC United Phosphorus Limited,

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

·         Optima Farm Solutions Limited (acquired during the year)

·         RiceCo International Inc., Bahamas

·         Phosfonia, S.L.,Spain UPL Limited, Gibraltar (formerly known as Uniphos Limited)

·         PT Catur Agrodaya Mandiri, Indonesia

·         Decco Jefkins Mexico Sapi, Mexico

·         PT. United Phosphorus Indonesia

·         UPL Aviation Limited

·         United Phosphorus Holding, Brasil B.V.

·         United Phosphorus Industria e Comercio de Produtos Quimicos Ltda. Brazil

·         RiceCo LLC

·         Uniphos Indύstria e Comercio de Produtos Quimicos Ltda. Brazil

·         Upl do brasil Industria e Comercio de Insumos Agropecuarios S.A.

·         Neo-Fog S.A. (acquired during the year)

·         DVA Technology Argentina S.A.

·         JPB Courtage S.A.R.L. (acquired during the year)

·         United Phosphorous Bolivia S.R.L

·         AgriChem B.V

·         Decco Chile SpA

·         AgriChem Heivelia GmbH.

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

·         AgriChem Polska Sp Z.O.O.

·         UPI Finance LLC

·         Agricultural Chemicals N.V.

·         United Phosphorous Corp. Philippines

·         Aspen Holdings SAS

·         United Phosphorous Global LLP

·         Aspen SAS

·         United Phosphorous (India) LLP

·         SD Agchem (Netherlands) B.V.

·         Pro Long Limited

·         Blue Star BV

 

 

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

(AS ON 31.03.2014)

·         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

·         Uniphos Envirotronic Private Limited

·         Jai Research Foundation

·         Jai Trust

·         Nerka Chemicals Private Limited

·         Pot Plants

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1275000000

Equity Shares

Rs.2/- each

Rs.2550.000 Million

 

 

 

 

14000000

Preference Shares

Rs.100/- each

Rs.1400.000 Million

 

 

 

 

5000000

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

 

 

 

 

428604274

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

31.03.2014

 

No. Lacs

Amount in Million

At the beginning of the year

4,426

885.200

Buy-back during the year

(140)

(28.000)

Outstanding at the end of the year

(140)

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, 2014, the amount of per share dividend recognised as distributions to equity sharehorders was Rs. 4 (31st March, 2013: Rs. 2.50).

 

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

31.03.2014

No. Lacs

Equity shares allotted as fully paid bonus shares by capitalization of securities

premium

--

Equity shares bought back by the Company.

332

 

 

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

 

Particulars

31.03.2014

 

No. Lacs

% Holding

Nerka Chemicals Private Limited

986

23.01

Uniphos Enterprises Limited

986

5.91

 

As per records 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 year, the Company has bought back a total of 1,40,00,000 (Previous Year 1,92,00,000) equity shares of Rs.2 each at a total consideration of Rs.2825.800 Million (Previous Year: Rs. 2234.900 Million) (excluding brokerage, taxes and other charges). Accordingly, the face value of shares bought back amounting to Rs. 28.000 Millions (Previous Year: Rs. 38.400 Millions) has been adjusted against share capital and the balance amount of Rs.2797.800 Million (Previous Year: Rs. 2196.400 Million) and related expenses amounting to Rs.14.300 Million (Previous Year: Rs. 10.900 Millions) have been adjusted in securities premium. Further, during the current year in accordance with the notified section 69 of the Companies Act, 2013, the Company has 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.

 

 

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

20195.600

10829.500

8338.800

(ii) Intangible Assets

 

4893.200

5166.200

(iii) Capital work-in-progress

0.000

991.300

2361.500

(iv) Intangible assets under development

0.000

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

52262.000

49682.700

39394.400

 

 

Other Income

3492.600

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

NA

27833.700

21884.300

 

 

Interest

NA

429.000

425.300

 

 

Dividend

NA

1125.000

54.400

 

 

Others

NA

24.400

7.000

 

TOTAL EARNINGS

NA

29412.100

22371.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

NA

11196.200

9093.500

 

 

Traded Goods

NA

5149.900

2241.000

 

 

Components and spare parts

NA

5.800

9.200

 

 

Capital goods

NA

176.500

411.400

 

TOTAL IMPORTS

NA

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

NA

2500.000

0.000

 

 

 

 

Cash generated from operations

NA

12512.900

2588.600

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2015

31.03.2014

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

8.87

8.37

5.28

 

 

 

 

 

Operating Profit Margin

(PBDIT/Sales)

(%)

15.36

19.82

14.12

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

8.58

8.78

4.87

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.16

0.17

0.09

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.35

0.35

0.61

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.22

1.48

1.86

 

Total Liability = Short-term Debt + Long-term Debt + Current Maturities of Long-term debts

 

 

STOCK PRICES

 

Face Value

Rs. 2.00

 

 

Market Value

Rs. 532.95

 

 

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

Money received against share warrants

0.000

0.000

0.000

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 DEBTS

0.000

0.000

0.000

Total borrowings

20381.100

11701.600

12265.900

Debt/Equity ratio

0.607

0.354

0.348

 

 

 

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

52262.000

 

 

26.116

5.192

 

 

 

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

52262.000

Profit

2081.300

4157.300

4633.300

 

5.28%

8.37%

8.87%

 

 

 

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

--

33

Market information

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

LITIGATION DETAILS

 

HIGH COURT OF GUJARAT

 

 

CIVIL APPLICATION (FOR JOINING PARTY) No. 11730 of 2011

 

In SPECIAL CIVIL APPLICATION / 8027 / 2011 ( PENDING )

 

STATUS : PENDING

(Converted from : CAST/10656/2011)

CCIN NO : 001003201111730

 

 

LAST LISTING DATE

02/07/2013

CORAM

HONOURABLE MR.JUSTICE ANANT S. DAVE

 

S.NO.

Name of the Petitioner

Advocate On Record

1

INDIAN WIND ENERGY ASSOCIATION

MR HEMANT K MAKWANA for: Petitioner(s) http://gujarathc-casestatus.nic.in/gujarathc/images/arrow1.png1

 

S.NO.

Name of the Respondant

Advocate On Record

1
2
3

UNITED PHOSPHORUS LIMITED
DEEPAK GARG
GUJARAT ELECTICITY REGULATORY COMMISSION

MR ABHISHEK M MEHTA for :Respondent(s) http://gujarathc-casestatus.nic.in/gujarathc/images/arrow1.png1 - 2

 

Presented On

: 18/10/2011

Registered On

: 18/10/2011

Bench Category

: SINGLE BENCH

District

: AHMEDABAD

Case Originated From

: THROUGH HIS/HER/THEIR ADVOCATE

Listed

: 38 times

StageName

: NOTICE AND ADJOURNED MATTERS

Classification

SJ - CIVIL APPLICATION - CODE OF CIVIL PROCEDURE, 1908 - JOINING PARTY

Act

CIVIL PROCEDURE CODE, 1908

 

OFFICE DETAILS

 

S. NO.

FILING DATE

DOCUMENT NAME

ADVOCATE NAME

COURT FEE ON DOCUMENT

DOCUMENT DETAILS

1

15/08/2011

VAKALATNAMA

MR ABHISHEK M MEHTA ADVOCATE
for RESPONDENT(s) http://gujarathc-casestatus.nic.in/gujarathc/images/arrow1.png1

-

MR ABHISHEK M MEHTA:1-2

2

18/10/2011

MEMO OF APPEAL/PETITION/SUIT

MR HEMANT K MAKWANA ADVOCATE
for PETITIONER(s) http://gujarathc-casestatus.nic.in/gujarathc/images/arrow1.png1

20

MR HEMANT K MAKWANA:1

3

20/10/2011

VAKALATNAMA

MR HEMANT K MAKWANA ADVOCATE
for PETITIONER(s) http://gujarathc-casestatus.nic.in/gujarathc/images/arrow1.png1

5

MR HEMANT K MAKWANA:1

 

COURT PROCEEDINGS

 

S. No.

Notified Date

CourtCode

Board Sr. No.

Stage

Action

Coram

1

11/12/2012

15

7

ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE Z.K.SAIYED

2

09/01/2013

15

12

ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE Z.K.SAIYED

3

22/01/2013

15

10

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE Z.K.SAIYED

4

11/02/2013

15

11

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE Z.K.SAIYED

5

27/02/2013

15

12

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE Z.K.SAIYED

6

20/03/2013

15

14

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

7

05/04/2013

15

13

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

8

30/04/2013

15

15

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

9

10/05/2013

15

32

URGENT ADMISSION - CA

NEXT DATE

HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

10

17/06/2013

8

12

NOTICE AND ADJOURNED MATTERS

NEXT DATE

HONOURABLE MR.JUSTICE ANANT S. DAVE

HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

11

02/07/2013

8

5

NOTICE AND ADJOURNED MATTERS

HONOURABLE MR.JUSTICE ANANT S. DAVE

 

 

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, BALLARD 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, BALLARD 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, BALLARD 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, BALLARD 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, BALLARD 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, BALLARD 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 EAST, 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

-

11

90100953

04/12/2003

420,000,000.00

ANDHRA BANK

CORPORATE FINNACIAL BRANCH, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400023, INDIA

-

12

90099612

23/03/2004 *

180,000,000.00

ANDHRA BANK

NARIMAN POINT, MUMBAI, MAHARASHTRA, INDIA

-

13

90098952

16/02/1999

99,200,000.00

GLOBAL TRUST BANK LTD

303-48-3 ;SARDAR PATEL ROAD, SECUNDERABAD, ANDHRA 
PRADESH - 500003, INDIA

-

14

90101732

23/04/2001 *

205,000,000.00

STATE BANK OF INDIA

COMMERCIAL BRANCH, BOMBAY, MAHARASHTRA - 400023, INDIA

-

 

* Date of charge modification

 

 

UNSECURED LOANS

 

PARTICULAR

31.03.2014

(Rs. in Millions)

LONG TERM BORROWINGS

 

Unsecured redeemable Non-convertible Debentures

11500.000

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

(900.000)

 

 

SHORT TERM BORROWINGS

 

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

979.400

Buyers credit from banks

 

Loans from others

50.000

Total

11629.400

 

NOTE

 

LONG TERM BORROWINGS

 

Unsecured Redeemable Non-Convertible Debentures

 

·         NCDs amounting to Rs. 30,00.000 Million (Previous Year: Rs. 30,00.000 Million) have been issued under two series and are redeemable at par at the end of 10th year Rs. 15,00.000 Million i.e June, 2022 and 7th year Rs. 15,00.000 Million i.e June, 2019 from the date of allotment. Out of the above, NCDs amounting to Rs. 9,00.000 Million have been bought back by the Company.

 

·         NCDs amounting to Rs. 25,00.000 Million (Previous Year: Rs 25,00.000 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.

 

·         NCDs aggregating to Rs. 30,00.000 Million (Previous Year: Rs 30,00.000 Million) have been issued under four series and are redeemable at par of Rs 7,50.000 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.

 

·         NCDs aggregating to Rs. 30,00.000 Million (Previous Year: Rs. 30,00.000 Million) have been issued in two series and are redeemable at par at the end of 10th year Rs. 15,00.000 Million i.e. April 2020 and 7th year Rs. 15,00.000 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.

 

·         NCDs amounting to Rs. 25,00.000 Million (Previous Year: Rs 25,00.000 Million ) are redeemable at par at the end of 5th year i.e January, 2015 from the date of allotment.

 

·         NCDs mentioned above carry a coupon rate ranging from 9.50% to 10.70%.

 

 

SHORT TERM BORROWINGS

 

·         Short term buyers credit outstanding Rs. Nil (Previous Year: Rs. 38,84.100 Million) were unsecured and carried an interest rate ranging from Libor plus 60 bps to 120 bps.

 

·         Unsecured short term demand loan carrying an interest rate of 12.50% p.a.

 

 

CORPORATE INFORMATION (AS ON 31.03.2014)

 

Subject (formerly known as United Phosphorus Limited (the Company)) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. 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.

 

 

CHANGE OF NAME OF THE COMPANY (AS ON 31.03.2014)

 

During the year the name of the Company has been changed  from ‘United Phosphorus Limited’ to ‘UPL Limited’ vide Special Resolution passed at the Extra-ordinary General Meeting of the members of the Company held on 30th September, 2013 and consequently Fresh Certificate of Incorporation dated 11th October, 2013 has been issued by the Registrar of Companies, Gujarat.

 

 

OPERATIONAL PERFORMANCE (AS ON 31.03.2014)

 

During the year, there was significant improvement in business conditions due to bountiful and widespread monsoon. In the initial part of the year the crop prices remained stronger. However due to good harvests, the prices softened subsequently. There was a very strong volume growth in all the regions. In India, higher yields were expected from Rice, Cotton, Wheat, Pulses, Potato etc. The Company launched two new products, namely Ulala and Atabron which performed very well.  The Company continues to focus on some of the power brands such as Lancer Gold, Starthene Power, Saathi, Saaf and Phoskill. Due to favourable monsoon, the Company was in a position to offset part of the increase in the costs of inputs to the customers.

 

On the global front, the Latin American market, including Brazil, improved significantly. Brazil continued to be on strong growth curve with additional cultivation area for Soyabean. In other countries also, Soyabean and cotton cultivation areas increased due to higher commodity prices. In Europe, there were prolonged winters and late spring, adversely affecting sale of herbicides.  The sale of fungicides increased. Some CIS countries like Ukraine is facing political crisis resulting into disruption of business in these areas. Australia witnessed third continuous year of drought. However, the conditions seem to be improving now. The Company is also making inroads into African markets. Once it gets more registrations, the Company will get higher access to these markets. In North America, the market was significantly impacted due to late spring and drought in western region. The herbicide sales have improved, especially, for rice crops. The Company has introduced Metribuzin, a herbicide with great potential in US market.

 

US Dollar appreciated against various currencies.  Even Euro and pound sterling appreciated. Currencies of some of the countries like Brazil depreciated.

 

It is indeed a significant achievement for the Company as it crossed magical figure of 10,000.000 Million of global sales, during the year. The management wants to express and share their happiness with all the stake holders of the Company. It is also significant to note that the sales are balanced over different regions of the world equitably. This ensures that there is no over dependence on any particular region for sales.

 

The year has ended on a highly satisfactory note. Some of the highlights of global performance are as under:

 

a) Revenue from operations have increased by 17% to 109020.000 Million.

 

b) EBIDTA has gone up to 22%

 

c) Profit before taxes has gone up by 23% to 11570.000 Million

 

d) Profit for the year has gone up by 23% to 9500.000 Million

 

 

ACQUISITIONS/ DISINVESTMENT (AS ON 31.03.2014)

 

During the year, the Company, through its step down wholly owned subsidiary has acquired further shares out of the fresh issue of shares issued by UPL do Brasil and accordingly increased its stake in UPL do Brasil from 51% to 73%. The balance 27% are held by other existing shareholders.

 

UPL do Brasil is engaged in the production, marketing, selling and distribution of crop protection products and specialties in the Brazilian agrochemicals market. It has a formulation plant in Brazil with expansion plans currently under execution to build capabilities in different crop protection product categories.

 

The Company through its overseas subsidiary has entered into an agreement with an Italian company Sipcam S.p.A (Sipcam), to sell its entire stake of 50% in the Brazilian agrochemical company Sipcam UPL Brasil S.A, subject to

fulfillment of certain conditions and approvals. The gross consideration amount of the transaction is US$58.50 million (Approximately INR 3.51 billion). Sipcam is the current 50% joint venture partner with UPL in Sipcam UPL Brasil S.A. This will be the first major divestment by UPL and the entire process is expected to be completed by June 2014, subject to necessary approvals.

 

This divestment will release the funds to the Company which will be available for new opportunities and meet growing business requirements. It will also help UPL to have more focused approach for Brazilian agrochemical market which is one of the largest agrochemicals market in the world.

 

 

CONTINGENT LIABILITIES

 

Particulars

31.03.2014

(Rs. In Millions)

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

114.300

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

1275.400

(c) Disputed Sales Tax liability

286.900

(d) Disputed Custom Duty liability

355.800

(e) Disputed Fiscal Penalty for cancellation of licences

334.800

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

2524.400

(g) Disputed penalty on Water Tax

16.100

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

20.700

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

 

(i) United Phosphorus Limited, U.K.

2177.200

(ii) United Phosphorus Limited, Hong Kong

509.300

(iii) United Phosphorus Inc. USA

732.500

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

149.800

(v) UPL Columbia SAS

0.000

(vi) United Phosphorus Limited, Australia

539.200

(vii) Bio-Win Corporation Limited, Mauritius

20482.800

(viii) Cerexagri Italia, SRL, Italy

1357.600

(ix) Ceraxagri SAS., France

1810.200

(x) Ceraxagri B.V., Netherlands

1892.500

(xi) Icona S.A. Argentina

1198.300

(xii) United Phosphorus Cayman Limited, Cayman Islands

898.700

(xiii) Advanta India Limited

2995.800

(j) Claims against the Company not acknowledged as debts

50.200

 

 

FIXED ASSETS (AS ON 31.03.2014)

 

·         Land- Freehold

·         Land-Leasehold

·         Building

·         Plant and Machinery

·         Laboratory Equipments

·         Office Equipments

·         Furniture, Fixture and Equipments

·         Vehicles

 

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. 64.15

UK Pound

1

Rs. 100.04

Euro

1

Rs. 72.27

 

 

INFORMATION DETAILS

 

Information Gathered by :

NYA

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

MRI

 

 

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.