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3decades

 

MIRA INFORM REPORT

 

 

Report No. :

488689

Report Date :

29.01.2018

 

IDENTIFICATION DETAILS

 

Name :

UPL LIMITED (w.e.f 23.10.2013)

 

 

Formerly Known As:

UNITED PHOSPHOROUS LIMITED

 

 

Registered Office :

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

Tel. No.:

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

 

 

Country :

India

 

 

Financials (as on) :

31.03.2017

 

 

Date of Incorporation :

02.01.1985

 

 

Com. Reg. No.:

04-025132

 

 

Capital Investment / Paid-up Capital :

INR 1830.000 Million

 

 

CIN No.:

[Company Identification No.]

L24219GJ1985PLC025132

 

 

IEC No.:

0394016378 

 

 

GSTIN :

Not Available

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

AABCS1698G

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

The business of the Company is divided into two business segments. The business of each segment comprises of:

·         Agro activity – This is the main area of the Company’s operation and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related products.

·         Non-agro activity – Non agro activities includes manufacture and marketing of industrial chemical and other nonagricultural related products. (Registered Activity)

 

 

No. of Employees :

3489 (Approximately)

 

 

RATING & COMMENTS

(Mira Inform has adopted New Rating mechanism w.e.f. 23rd January 2017)

 

MIRA’s Rating :

A+

 

Credit Rating

Explanation

Rating Comments

A+

Low Risk

Business dealings permissible with low risk of default

 

Maximum Credit Limit :

USD 221430000

 

 

Status :

Excellent

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject was incorporated in the year 1985. The company is engaged in manufacturing and marketing of crop protection products, intermediates, specialty chemicals and other industrial chemicals. 

 

Its products include insecticides, fungicides, herbicides, fumigants, PGR (plant growth and regulators) and rodenticides.

 

As per the financial of 2017, the company has achieved a favourable growth of 15.99% in its revenue as compared to previous year’s revenue and has reported an average profitability margin of 3.53%.

 

Rating continues to derive strength from dominant market position of the company in the global agrochemical market supported by strong and diversified product portfolio, integrated and diversified operations across geographies. 

 

The sound financial profile of the company is reflected by its healthy solvency indicators due to low debt balance sheet profile along with above average net worth base and satisfactory liquidity position.

 

The company has its share price trading at around INR 768.65 on BSE as on January 27, 2018 as against the Face Value (FV) of INR 2.

 

However, rating strength partially offset by vulnerability of its operating margins to volatility in raw material prices and working capital intensive operations.

 

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

 

In view of strong financial position of the company, it 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

 

Country Name

Previous Rating

(30.06.2017)

Current Rating

(30.09.2017)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low Risk

 

A2

Moderately Low Risk

 

B1

Moderate Risk

 

B2

Moderately High Risk

 

C1

High Risk

 

C2

Very High Risk

 

D

 

 

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 31-03-2016.

 

BIFR (Board for Industrial & Financial Reconstruction) LISTING STATUS

 

Subject’s name is not listed as a Sick Unit in the publicly available BIFR (Board for Industrial & Financial Reconstruction) list as of 29.01.2018

 

IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS

 

Subject’s name is not listed in the publicly available IBBI (Insolvency and Bankruptcy Board of India) list as of report date.

 

LOCATIONS

 

Registered Office :

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

Tel. No.:

91-260-2400717/ 2401945/ 2401960/ 2401718/ 2401719/ 2432716

Fax No.:

91-260-2401823

E-Mail :

thackerkm@uniphos.com

Website :

www.uplonline.com

Location :

Owned

 

 

Administrative Office/ Corporate Office:

UPL House, 610, B/2, Bandra Village, Off Western Express Highway, Bandra (East), Mumbai - 400 051, Maharashtra, India 

Tel. No.:

91-22-7152 8000

Fax No.:

91-22-7152 8886

 

 

Head Quarters :

Uniphos House, 11 C D Marg, Khar (West), Mumbai - 400 052, Maharashtra, India

E-mail :

upl@uniphos.com

 

 

Factory 1 :

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

Tel No.:

91-191-2430671

 

 

Factory 2 :

Agrochemical Plant, Durgachak Haldia, Midnapore - 721602, West Bengal, India

Tel No.:

91-33-22486908

 

 

Factory 3 :

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

Tel No.:

91-2645-26012 - 15

 

 

Factory 4 :

Serial No.225, Village Gopipura, Via Baska Taluka, Halol City, District Panchmal - 389 350, Gujarat, India

Tel No.:

91-2676-247068, 247052

Fax No.:

91-2676-247068

 

 

Factory 5 :

ANKLESWAR - UNIT I :-


117, G.I.D.C., Ankleshwar City - Bharuch District, 393 002, Gujarat, India

Tel: 91-2646 - 251223,250336,251249,250279,250379

Fax: 91-2646 - 250297

 

ANKLESHWAR - UNIT II : -


3405/6, G.I.D.C., Ankleshwar City - Bharuch District,  393 002, Gujarat, India

Tel: 91-2646 - 250578,250493,250563

Fax: 91-2646 - 251434

 

ANKLESHWAR - UNIT III : -


3101/2, G.I.D.C., Ankleshwar City - Bharuch District, 393 002, Gujarat, India
Tel: 02646 - 251189,225174,224473,252684

Fax: 02646 – 250615

 

 

Factory 6 :

3-11, GIDC,  Vapi City – Valsad District, 396 195, Gujarat, India

Tel No.:

91-260-2401718, 2401719

Fax No.:

91-260-2401823

 

 

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

·         United Kingdom

 


 

DIRECTORS

 

AS ON: 31.03.2017

 

Name :

Mr. Rajnikant Devidas Shroff

Designation :

Whole Time Director

Address :

Kinara, Next to Milton Apartments, Juhu Tara Road, Juhu, Mumbai - 400049 Maharashtra, India

Date of Appointment :

01.10.2013

DIN No.:

00180810

 

 

Name :

Mr. Arun Chandrasen Ashar

Designation :

Whole Time Director

Address :

Muktagan, 10th Floor, Sarojini Road, Santacruz (West), Mumbai - 400054, Maharashtra, India

Date of Appointment :

01.03.1993

DIN No.:

00192088

 

 

Name :

Mr. Kalyan Mohan Banerjee

Designation :

Whole Time Director

Address :

B 1903, Lake Castle, Hiranandani Gardens Powai, Mumbai - 400076, Maharashtra, India

Date of Appointment :

01.10.2008

DIN No.:

00276866

 

 

Name :

Mr. Pradeep Vedprakash Goyal

Designation :

Director

Address :

171/172, 17th Floor, Kalpataru Horizon, Tower A S.K. Ahire Marg, Worli, Mumbai - 400018, Maharashtra, India

Date of Appointment :

31.01.2002

DIN No.:

00008370

 

 

Name :

Mr. Hardeep Singh

Designation :

Director

Address :

608A, The Aralias, DLF Golf Links, DLF PH5, Gurugram - 122009, Haryana, India

Date of Appointment :

30.07.2015

DIN No.:

00088096

 

 

Name :

Mr. Vinod Rajindranath Sethi

Designation :

Director

Address :

New No. 2, Old No. 11, III Street, Kasthuri Estate Poes Garden, Gopalapuram, Chennai - 600086, Tamilnadu, India

Date of Appointment :

30.01.2006

DIN No.:

00106598

 

 

Name :

Mrs. Sandra Rajnikant Shroff

Designation :

Director and Vice Chairman

Address :

202, Parishram Nargis Dutt Road, Bandra (West), Mumbai - 400050, Maharashtra, India

Date of Appointment :

01.10.1992

DIN No.:

00189012

 

 

Name :

Mr. Jaidev Rajnikant Shroff

Designation :

Director

Address :

4/B, Summer Palace, Pali Hill Nargis Dutt Road, Bandra (West), Mumbai – 400050, Maharashtra, India

Date of Appointment :

30.01.2007

DIN No.:

00191050

 

 

Name :

Mr. Vikram Rajnikant Shroff

Designation :

Director

Address :

4 B, Samir Palace, 61 B, Pali Hill, Nargis Dutt Marg, Bandra, Mumbai  - 400050, Maharashtra, India

Date of Appointment :

26.03.2013

DIN No.:

00191472

 

 

Name :

Dr. Reena Ramachandran

Designation :

Director

Address :

53-C, H-Block Saket, New Delhi - 110017, India

Date of Appointment :

21.10.2003

DIN No.:

00212371

 

 

Name :

Mr. Pradip Pranjivan Madhavji

Designation :

Director

Address :

Aashiana, 1 Floor, 5 Altamount Road, Mumbai  - 400026, Maharashtra, India

Date of Appointment :

29.01.2004

DIN No.:

00549826

 

 

Name :

Mr. Vasant Prakash Gandhi

Designation :

Director

Address :

403, Indian Institute of Management Vastrapur, Ahmedabad - 380015, Gujarat, India

Date of Appointment :

29.06.2016

DIN No.:

00863653

 

 

KEY EXECUTIVES

 

Name :

Mr. Mukul Bhupendra Trivedi

Designation :

Company Secretary

Address :

1206, Manish Towers, J. P. Road Andheri (West), Mumbai - 400058, Maharashtra, India

Date of Appointment :

21.10.2003

PAN No.:

AAAPT8113H

 

 

Name :

Mr. Anand Kantilal Vora

Designation :

Chief Finance Officer

Address :

Laxmi Bhuvan, 1st Floor, 9th Road, Khar (West), Mumbai - 400052, Maharashtra, India

Date of Appointment :

02.02.2015

PAN No.:

ADEPV8168K

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on December, 2017

 

Category of shareholder

Total nos. shares held

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)As a %

(A) Promoter & Promoter Group

141472078

27.83

(B) Public

366635549

72.12

(C) Non Promoter-Non Public

249120

0.05

Grand Total

508356747

100.00

 

 

Statement showing shareholding pattern of the Promoter and Promoter Group

 

Category of shareholder

No. of fully paid up equity shares held

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)As a % of

A1) Indian

0.00

Individuals/Hindu undivided Family

3389794

0.67

Shilpa P Sagar

2887159

0.57

Jyotsna J Bhatt

448750

0.09

Varun Jaidev Shroff

26500

0.01

Tania Jaidev Shroff

15385

0.00

Rajju D Shroff

10000

0.00

Mekhala Vikram Shroff

2000

0.00

Any Other (specify)

128179292

25.23

Nerka Chemicals Private Limited

101423324

19.96

Uniphos Enterprises Limited

25549798

5.03

Archana Overseas Private Limited

897226

0.18

Esthetic Finvest Private Limited

112522

0.02

Demuric Holdings Private Limited

104162

0.02

R Shroff Consultants Private Limited

92260

0.02

Sub Total A1

131569086

25.89

A2) Foreign

0.00

Individuals (NonResident Individuals/ Foreign Individuals)

9902992

1.95

Jaidev Rajnikant Shroff

5400109

1.06

Vikram Rajnikant Shroff

4502883

0.89

Sub Total A2

9902992

1.95

A=A1+A2

141472078

27.84

 

Statement showing shareholding pattern of the Public shareholder

 

Category & Name of the Shareholders

No. of fully paid up equity shares held

Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)

B1) Institutions

 

 

Mutual Funds/

52893390

10.41

Sbi Blue Chip Fund

13436027

2.64

HDFC TRUSTEE COMPANY LIMITED - A/C HDFC MID - CAPOPPORTUNITIES FUND

9824433

1.93

Alternate Investment Funds

150000

0.03

Foreign Portfolio Investors

201028024

39.56

Government Pension Fund Global

11448976

2.25

Government Of Singapore

7059571

1.39

Vanguard Emerging Markets Stock Index Fund, Aseries Of Vanguard International Equity Inde X Fund

6121101

1.20

Mawer International Equity Fund

5512483

1.08

ABU DHABI INVESTMENT AUTHORITY - ITCHEN

6486731

1.28

Financial Institutions/ Banks

3794972

0.75

Any Other (specify)

33000

0.01

Foreign Bank

33000

0.01

Sub Total B1

257899386

50.76

B2) Central Government/ State Government(s)/ President of India

0

0.00

Central Government/ State Government(s)/ President of India

1714415

0.34

Sub Total B2

1714415

0.34

B3) Non-Institutions

0

0.00

Individual share capital upto INR 0.200 Million

28434258

5.60

Individual share capital in excess of INR 0.200 Million

3997796

0.79

Overseas Depositories (holding DRs) (balancing figure)

0

8.29

JP MORGAN CHASE BANK, NA ,

0

8.29

Any Other (specify)

32485752

6.39

Trusts

2497792

0.49

Foreign Individuals

173348

0.03

HUF

602332

0.12

Foreign Companies

68193

0.01

NRI – Non- Repat

693771

0.14

NRI – Repat

4433059

0.87

Overseas corporate bodies

1660

0.00

Clearing Members

1680837

0.33

Bodies Corporate

22334760

4.40

Icici Prudential Life Insurance Company Limited

6405314

1.26

Sub Total B3

64917806

21.06

B=B1+B2+B3

324531607

72.16

 

Statement showing shareholding pattern of the Non Promoter- Non Public shareholder

 

Category & Name of the Shareholders(I)

No. of shareholder(III)

No. of fully paid up equity shares held(IV)

Nos. of shares underlying Depository Receipts(VI)

Total no. shares held(VII = IV+V+VI)

Shareholding % calculated as per SCRR 1957 As a % of (A+B+C2)(VIII)

Number of equity shares held in dematerialized form(XIV)(Not Applicable)

C1) Custodian/DR Holder

0

0

0.00

Custodian/DR Holder

2

0

249120

249120

0.00

249120

Sub Total C1

2

0

249120

249120

0.00

249120

C2) Employee Benefit Trust

0

0

0.00

C= C1+C2

2

0

249120

249120

0.00

249120

 

 

BUSINESS DETAILS

 

Line of Business :

The business of the Company is divided into two business segments. The business of each segment comprises of:

·         Agro activity – This is the main area of the Company’s operation and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related products.

·         Non-agro activity – Non agro activities includes manufacture and marketing of industrial chemical and other nonagricultural related products. (Registered Activity)

 

 

Product / Service:

NIC Code No.

Product / Service Description

2021

Agro Chemicals

 

 

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 :

--

Contact No.:

--

Since How Long Known :

--

Maximum Limit Dealt :

--

Experience :

--

Remark:

--

 

 

Customers :

Reference :

Not Available

Name of the Person :

--

Contact No.:

--

Since How Long Known :

--

Maximum Limit Dealt :

--

Experience :

--

Remark:

--

 

 

No. of Employees :

3489 (Approximately)

 

 

Bankers :

·         Dena Bank

·         Bank of Baroda

·         State 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 Limited

 

 

Facilities :

Secured Loan

31.03.2017

(INR in Million)

31.03.2016

(INR in Million)

Short-term borrowings

 

 

Loans repayable on Demand From Banks

 

 

Cash credit, packing credit and working capital demand loan accounts

30.000

487.900

Total

30.000

487.900

 

Auditors :

 

Name :

SRBC and Company LLP

Chartered Accountants

Address :

14th Floor, The Ruby 29, Senapati Bapat Marg, Dadar  (West), Mumbai – 400028, Maharashtra, India

Tel. No.:

91-22-61920000

Fax No.:

91-22-61921000

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Subsidiary Companies:

·         Shroffs United Chemicals Limited

·         SWAL Corporation Limited

·         United Phosphorus (India) LLP

·         United Phosphorus Global LLP

·         Optima Farm Solutions Ltd

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

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

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

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

·         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, Sociedad Anonima (formerly know as Compania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain)

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

·         Cerexagri S.A.S., France

·         Neo-Fog S.A. UPL France (formerly known as Aspen SAS)

·         United Phosphorus Switzerland Limited Agrodan, ApS

·         Decco Italia SRL, Italy

·         Decco Portugal Post Harvest, Unipessoal LDA (Formerly UPL Portugal Unipessoal LDA)

·         United Phosphorus Inc.,U.S.A

·         UPI Finance LLC

·         Cerexagri, Inc. (PA)

·         UPL Delaware, Inc.,USA

·         Canegrass LLC, U.S.A Decco US Post-Harvest Inc., U.S.A LLC ”UPL” (formerly CJSC United Phosphorus Limited, Russia)

·         Essentiv LLC RiceCo LLC,USA

·         Riceco International, Inc., Bahamas

·         UPL Corporation Limited (Formerly known as Bio-win Corporation Limited, Mauritius)

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

·         United Phosphorus Limited, Gibraltar (upto 30th March 2017)

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

·         UPL Management DMCC

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

·         Decco Jifkins Mexico Sapi,

·         Mexico Perrey Participações S.A

·         United Phosphorus do Brasil Ltda

·         Uniphos 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.A

·         Icona Sanluis S A , Argentina

·         UPL Argentina S A (formerly known as Icona S A Argentina)

·         Decco Chile SpA

·         UPL Colombia SAS

·         UPL Paraguay S.A.

·         United Phosphorus Cayman Limited

·         UP Aviation Limited, Cayman Island

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

·         PT Catur Agrodaya Mandiri, Indonesia UPL Limited, Honkong (formerly known as United Phosphorus Limited)

·         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 Co. 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 Pro Long Limited

·         Agrinet Solutions Limited

·         Advanta Holdings BV, Netherlands

·         Advanta Netherlands Holdings BV, Netherlands

·         Advanta US Inc., USA

·         Advanta Seeds International, Mauritius

·         Advanta Seeds DMCC [Formerly Advanta Seeds JLT], UAE

·         Advanta Commercio De Sementes Ltda, Brazil

·         Advanta Semillas SAIC, Argentina

·         Advanta Seeds Pty Limited, Australia

·         Pacific Seeds (Thai) Limited, Thailand

·         Pacific Seeds Holdings (Thai) Limited, Thailand

·         Pt. Advanta Seeds Indonesia

·         Advanta Ukraine LLC, Ukraine

·         Advanta (B.V.I) Limited, British Virgin Island (upto 02 May, 2016)

 

 

Associate Companies:

·         Polycoat Technologies 2010 Limited

·         3SB Produtos Agrícolas S.A.

·         Sinagro Produtos Agropecuários S.A.

·         Chemisynth (Vapi) Limited

·         Universal Pestochem Industries Limited

·         Seara Comercial Agricola Ltda.

·         Serra Bonita Sementes S.A.

·         Bioplanta Nutricao Vegetal, Industria e Comercio S.A.

·         Weather Risk Management Services Private Limited (w.e.f 28th June, 2016)

·         Kerala Enviro Infrastructure Limited

·         Ingen Technologies Private Limited

 

 

Joint Venture Companies:

·         United Phosphorus (Bangladesh) Limited (upto 22nd September, 2016)

·         Hodogaya UPL Company Limited, Japan

·         Longreach Plant Breeders Managements pty Limited, Australia

 

 

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 Trust Pot Plants Sanguine Holdings Private Limited

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

·         Tatva Global Environment (Deonar) Limited

·         Ultima Search Uniphos International Limited

·         Uniphos Enterprises Limited

·         UPL Environmental Engineers Limited

·         UPL Investment Private Limited

·         Vikram Farm

 

 

CAPITAL STRUCTURE

 

After 08.07.2017

 

Authorised Capital : INR 4770.000 million

 

Issued, Subscribed & Paid-up Capital : INR 1483.537 million

 

As on 31.03.2017

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1237500000

Equity Shares

INR 2/- each

INR 2480.000 Million

229500000

Preference Shares

INR 10/- each

INR 2230.000 Million

 

Total

 

INR  4710.000 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

507017118

Equity Shares

INR 2/- each

INR 1010.000 Million

81940125

Preference Shares

INR 10/- each

INR 820.000 Million

 

Total

 

INR 1830.000 Million

 

Equity Share Capital

 

Terms/ rights attached to equity shares

 

The Company has one class of equity shares having par value of INR 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, 2017, the amount of per share dividend proposed as distributions to equity shareholders is INR 7 (31st March, 2016: INR 5)

 

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

 

Name of the shareholder

As at 31 March 2017

Equity shares of INR 2 each fully paid

No. in Crores

% holding in the class

Nerka Chemicals Private Limited

10

19.98%

Uniphos Enterprises Limited

3

5.03%

 

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.

 

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

 

Name of the shareholder

As at 31 March 2017

(INR In Million)

Equity shares bought back by the Company

30.000

 

 

There are 42361062 shares (31 March, 2016: 257120; 1 April, 2015: 307120) underlying equity shares of the Company in respect of GDR’s traded on Luxemburg Stock Exchange and against conversion of each GDR ten equity shares were issued.

 

During the year, 42103942 underlying equity shares of the Company in respect of GDR’s listed on Singapore Stock Exchange were issued pursuant to scheme of amalgamation of Advanta Limited with the Company

 

Preference Share Capital

 

Terms/ rights attached to preference shares Each Compulsory Convertible Preference Share (CCPS) has a par value of INR 10 and is convertible at the option of the shareholders into Equity shares of the Company starting within 18 months from the date of allotment i.e. from August 08, 2016 on the basis of ten new equity shares of INR 2 for every four hundred and seventy one CCPS held. If the CCPS are not converted within 18 months from the date of allotment, then the CCPS shall be automatically converted into equity shares of the Company at the end of 18 months from the date of allotment. The CCPS carry a dividend of 5% per annum, payable annually, subject to deduction of taxes at source, if applicable. The CCPS shall be non-cumulative and non-participating in nature. The holder of CCPS shall have right to vote in accordance with Section 47 of the Companies Act, 2013.

 

Each Optionally convertible preference share (OCPS) has a par value of INR 10 and is convertible at the option of the shareholders into Equity shares of the Company starting within 18 months from the date of allotment i.e. from August 08, 2016 on the basis of ten new equity shares of INR 2 for every four hundred and seventy one OCPS held. If the OCPS are not converted within 18 months from the date of allotment, then the OCPS shall be automatically redeemed at par. The OCPS carry a dividend of 5% per annum, payable annually, subject to deduction of taxes at source, if applicable. The OCPS shall be non-cumulative and non-participating in nature. The holder of OCPS shall have right to vote in accordance with Section 47 of the Companies Act, 2013. The presentation of the liability and equity portions of these shares is explained in the summary of significant accounting policy.


 

FINANCIAL DATA

[all figures are in INR Million]

 

ABRIDGED BALANCE SHEET (STANDALONE)

 

SOURCES OF FUNDS

31.03.2017

31.03.2016

31.03.2015

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

1830.000

857.200

857.200

(b) Reserves & Surplus

75670.000

39300.100

34383.600

(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)

77500.000

40157.300

35240.800

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

7560.000

7600.000

9100.000

(b) Deferred tax liabilities (Net)

1330.000

1461.800

1202.200

(c) Other long term liabilities

1460.000

77.500

58.500

(d) Trade payables

0.000

1969.200

1849.400

Total Non-current Liabilities (3)

10350.000

11108.500

12210.100

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

400.000

6178.100

3165.900

(b) Trade payables

21970.000

17692.200

17214.100

(c) Other current liabilities

2590.000

4971.200

5520.500

(d) Short-term provisions

660.000

3175.100

3041.700

Total Current Liabilities (4)

25620.000

32016.600

28942.200

 

 

 

 

TOTAL

113470.000

83282.400

76393.100

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

17330.000

16128.700

12082.700

(ii) Intangible Assets

33830.000

4692.500

4409.700

(iii) Capital work-in-progress

2490.000

1904.100

2913.900

(iv) Intangible assets under development

230.000

185.700

789.300

(b) Non-current Investments

5930.000

7180.900

8727.200

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

9410.000

13408.400

12176.100

(e) Other Non-current assets

4230.000

0.000

0.000

Total Non-Current Assets

73450.000

43500.300

41098.900

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

13550.000

12707.500

11739.700

(c) Trade receivables

19570.000

18727.700

14225.200

(d) Cash and cash equivalents

710.000

728.100

1247.000

(e) Short-term loans and advances

1280.000

6197.700

6925.700

(f) Other current assets

4910.000

1421.100

1156.600

Total Current Assets

40020.000

39782.100

35294.200

 

 

 

 

TOTAL

113470.000

83282.400

76393.100

 

 

PROFIT & LOSS ACCOUNT (STANDALONE)

 

 

PARTICULARS

31.03.2017

31.03.2016

31.03.2015

 

SALES

 

 

 

 

Income

69390.000

59825.300

53349.900

 

Other Income

3250.000

4587.800

2603.000

 

TOTAL

72640.000

64413.100

55952.900

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Raw Materials Consumed

30290.000

28337.500

24387.600

 

Purchases of Traded Goods

7010.000

2800.600

5933.900

 

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

(1080.000)

(662.800)

(2073.700)

 

Employees benefits expense

4450.000

3904.100

3178.000

 

Other expenses

19290.000

17205.600

16499.500

 

Exceptional Item

460.000

 0.000

0.000

 

TOTAL

60420.000

51585.000

47925.300

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION 

12220.000

12828.100

8027.600

 

 

 

 

 

Less

FINANCIAL EXPENSES

1490.000

1926.100

352.700

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION 

10730.000

10902.000

7674.900

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION

6550.000

2439.400

1867.500

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

4180.000

8462.600

5807.400

 

 

 

 

 

Less

TAX

1730.000

1405.500

1174.100

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX 

2450.000

7057.100

4633.300

 

 

 

 

 

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

F.O.B. Value of Exports

39721.200

36570.700

27977.400

 

TOTAL EARNINGS

39721.200

36570.700

27977.400

 

 

 

 

 

 

Earnings / (Loss) Per Share (INR)

 

 

 

 

Basic

4.84

16.47

10.81

 

Diluted

4.81

16.47

10.81

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2017

31.03.2016

31.03.2015

Current Maturities of Long term debt

3030.000

1500.000

1500.000

Cash generated from operations

NA

1283.600

6162.500

Net cash flow from operating activity

10210.000

(470.600)

4971.800

 

 

KEY RATIOS

 

EFFICIENCY RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Average Collection Days

(Sundry Debtors / Income * 365 Days)

102.94

114.26

97.32

 

 

 

 

Account Receivables Turnover

(Income / Sundry Debtors)

3.55

3.19

3.75

 

 

 

 

Average Payment Days

(Sundry Creditors / Purchases * 365 Days)

214.99

207.39

207.22

 

 

 

 

Inventory Turnover

(Operating Income / Inventories)

0.90

1.01

0.68

 

 

 

 

Asset Turnover

(Operating Income / Net Fixed Assets)

0.23

0.56

0.40

 

 

LEVERAGE RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Debt Ratio

((Borrowing + Current Liabilities) / Total Assets)

0.32

0.49

0.52

 

 

 

 

Debt Equity Ratio

(Total Liability / Networth)

0.14

0.38

0.39

 

 

 

 

Current Liabilities to Networth

(Current Liabilities / Net Worth)

0.33

0.80

0.82

 

 

 

 

Fixed Assets to Networth

(Net Fixed Assets / Networth)

0.70

0.57

0.57

 

 

 

 

Interest Coverage Ratio

(PBIT / Financial Charges)

8.20

6.66

22.76

 

 

PROFITABILITY RATIOS

 

PARTICULARS

 

 

31.03.2017

31.03.2016

31.03.2015

Net Profit Margin

 ((PAT / Sales) * 100)

%

3.53

11.80

8.68

 

 

 

 

 

Return on Total Assets

((PAT / Total Assets) * 100)

%

2.16

8.47

6.07

 

 

 

 

 

Return on Investment (ROI)

((PAT / Networth) * 100)

%

3.16

17.57

13.15

 

 

SOLVENCY RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Current Ratio

(Current Assets / Current Liabilities)

1.56

1.24

1.22

 

 

 

 

Quick Ratio

((Current Assets – Inventories) / Current Liabilities)

1.03

0.85

0.81

 

 

 

 

G-Score Ratio Financial

(Networth / Total Assets)

0.68

0.48

0.46

 

 

 

 

G-Score Ratio Debt

(Debts / Equity Capital)

6.01

17.82

16.06

 

 

 

 

G-Score Ratio Liquidity

(Total Current Assets / Total Current Liabilities)

1.56

1.24

1.22

 

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

 

 

STOCK PRICES

 

Face Value

INR 2.00/-

Market Value

INR 768.65/-

 

 

FINANCIAL ANALYSIS

[all figures are in INR Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Share Capital

857.200

857.200

1830.000

Reserves & Surplus

34383.600

39300.100

75670.000

Money received against share warrants

0.000

0.000

0.000

Share Application money pending allotment

0.000

0.000

0.000

Net worth

35240.800

40157.300

77500.000

 

 

 

 

long-term borrowings

9100.000

7600.000

7560.000

Short term borrowings

3165.900

6178.100

400.000

Current maturities of long-term debts

1500.000

1500.000

3030.000

Total borrowings

13765.900

15278.100

10990.000

Debt/Equity ratio

0.391

0.380

0.142

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Sales

53349.900

59825.300

69390.000

 

 

12.138

15.988

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Sales

53349.900

59825.300

69390.000

Profit

4633.300

7057.100

2450.000

 

8.68%

11.80%

3.53%

 

          


 

BALANCE SHEET (CONSOLIDATED)

 

SOURCES OF FUNDS

 

31.03.2017

31.03.2016

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

 

1830.000

857.200

(b) Reserves & Surplus

 

72140.000

67050.200

(c) Money received against share warrants

 

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

 

0.000

0.000

(3) Minority Interest

 

--

423.000

(4) Non-controlling Interest

 

330.000

--

Total Shareholders’ Funds (1) + (2)

 

74300.000

68330.400

 

 

 

 

(5) Non-Current Liabilities

 

 

 

(a) long-term borrowings

 

53500.000

21863.500

(b) Deferred tax liabilities (Net)

 

1690.000

2083.800

(c) Other long term liabilities

 

3780.000

4695.200

(d) long-term provisions

 

160.000

396.400

(e) Trade Payables

 

100.000

77.500

Total Non-current Liabilities (3)

 

59230.000

29116.400

 

 

 

 

(6) Current Liabilities

 

 

 

(a) Short term borrowings

 

7080.000

16739.100

(b) Trade payables

 

48750.000

38334.400

(c) Other current liabilities

 

13520.000

13797.600

(d) Short-term provisions

 

930.000

3797.400

Total Current Liabilities (4)

 

70280.000

72668.500

 

 

 

 

TOTAL

 

203810.000

170115.300

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

 

24830.000

22158.800

(ii) Intangible Assets

 

11690.000

9704.900

(iii) Capital work-in-progress

 

6330.000

3044.500

(iv) Intangible assets under development

 

1590.000

1716.900

(b) Non-current Investments

 

3780.000

10663.900

(c) Deferred tax assets (net)

 

6700.000

2135.800

(d)  Long-term Loan and Advances

 

2250.000

5361.500

(e) Other Non-current assets

 

5470.000

0.000

(f) Goodwill on consolidated

 

4190.000

14627.400

(g) Trade receivables

 

0.000

9.500

Total Non-Current Assets

 

66830.000

69423.200

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

 

0.000

0.000

(b) Inventories

 

41560.000

32262.500

(c) Trade receivables

 

56560.000

48101.700

(d) Cash and cash equivalents

 

28950.000

10678.500

(e) Short-term loans and advances

 

1190.000

8397.500

(f) Other current assets

 

8320.000

1251.900

(g) Assets classified as held for sale

 

400.000

0.000

Total Current Assets

 

136980.000

100692.100

 

 

 

 

TOTAL

 

203810.000

170115.300

 

 

PROFIT & LOSS ACCOUNT (CONSOLIDATED)

 

 

PARTICULARS

 

31.03.2017

31.03.2016

 

SALES

 

 

 

 

Income

 

163120.000

133015.100

 

Other Income

 

4440.000

1117.300

 

TOTAL

 

167560.000

134132.400

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of material and components consumed

 

78160.000

64112.300

 

Employees benefits expense

 

16270.000

12241.000

 

Other expenses

 

38840.000

29499.100

 

Prior period adjustments

 

0.000

142.300

 

Share of loss of an associate and joint venture

 

190.000

0.000

 

Exceptional items

 

810.000

638.900

 

TOTAL

 

134270.000

106633.600

 

 

 

 

 

Less

PROFIT/ (LOSS)  BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

 

33290.000

27498.800

 

 

 

 

 

Less

FINANCIAL EXPENSES

 

7350.000

6222.900

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION 

 

25940.000

21275.900

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION

 

6720.000

5016.500

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

 

19220.000

16259.400

 

 

 

 

 

Less

TAX

 

1890.000

2829.800

 

 

 

 

 

 

Profit/(Loss) from associates

 

0.000

(231.600)

 

Exceptional items-associate

 

0.000

(81.900)

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX

 

17330.000

13116.100

 

 

 

 

 

 

Earnings / (Loss) Per Share (INR)

 

 

 

 

Basic and diluted earning per share after exceptional items

 

34.06

30.30

 

Basic and diluted earning per share before exceptional Items

 

33.91

31.98

 

 

LITIGATION DETAILS

 

LITIGATION DETAILS

Bench:- Bombay

Presentation Date:- 04/08/2016

Stamp No. :

CAAST/21661/2016

Filing Date:-

04/08/2016

Reg. No.:-

CAA/1009/2016

Reg. Date:-

22/08/2016

 

 

 

 

Main Matter

Stamp No.:

AOST/4904/2016

 

 

 

 

Petitioner:-

J.G. SHAH FINANCIAL CONSULTANTS PIVATE LIMITED

Respondent:-

UNITED PHOSPHOROS LIMITED -

Petn.Adv:-

MESSERS PUROHIT AND COAMPNY (I6356)

 

 

District:-

MUMBAI

Bench:-

SINGLE

Category:-

CONDONATION OF DELAY

Status:-

Pre-Admission

Stage:-

FOR ORDERS [CIVIL SIDE MATTERS]

Next Date:-

09/02/2018

Stage:-

 

Coram:-

HON’BLE MRS. JUSTICE MRIDULA BHATKAR

 

Act. :

C.P.C.- (Interlocutory Order)

 

 

 

 

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

No

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

Litigations that the firm/promoter involved in

Yes

32

Market information

--

33

Payments terms

No

34

Negative Reporting by Auditors in the Annual Report

No

 

CORPORATE INFORMATION

 

The company is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on two recognised stock exchanges in India.

 

The registered office of the company is located at 3-11, G.I.D.C., Vapi, District Valsad, Gujarat. The Company is principally engaged in the business of agrochemicals, industrial chemicals, chemical intermediates, speciality chemicals and production and sale of field crops and vegetable seeds.

 

The financial statements were authorised for issue in accordance with a resolution of the directors on April 28, 2017.

 

OPERATIONAL PERFORMANCE

 

The Company has delivered another year of good results. Some of the financial highlights of the Company’s global performance are as under:

a) Revenue from operations increased by 16% to INR 166800.000 Million.

b) EBIDTA improved by 23% to INR 32230.000 Million

c) Profit before taxes have gone up by 52% to INR 20220.000 Million.

d) Profit after taxes have gone up by 57% to INR 18330.000 Million.

 

Region wise performance highlights are as under. In India, the market for agrochemicals grew by about 9%. While cotton acreage reduced, mainly in the North, there was significant increase in pulses and oilseed planted area. In some parts of the country like Karnataka, Tamil Nadu, Andhra Pradesh and Maharashtra erratic rainfalls adversely affected the sales. Due to good rains elsewhere, agrochemical usage in both Kharif and Rabi seasons increased. The Company increased its strategic focus on vegetable and fruit crops, apart from traditional food crops. Due to all of this, some of its brands recorded highest ever sales. During the year, the Company introduced new bio-based and nutritional products. Company’s policy to engage with customers was implemented very successfully. The Company sprayed 2 lakh acres of farm land in various parts of the country. It has also enrolled 14 lakh farmers under its Adarsh Kisan Centre programme and this number is likely to increase significantly in coming years. All these initiatives made the Company achieve above industry average growth in India. During the year, demonetization of high value currency notes affected the collections for a brief period but now, the market has rebounded.

 

In Latin America, the market saw de-growth of 6%. However, the Company’s sales were significantly higher in all the key countries in this region. During the year, the Company launched six herbicides, one fungicide and one insecticide. The year also witnessed significant currency volatility. In Brazil disease pressure in soyabean was low, resulting in reduced consumption of fungicides.

 

North America market remained steady, with very marginal growth. The western parts which had witnessed three successive years of drought had excellent rainfalls and due to good rains across the region, it had a good harvest. The company launched two herbicides and one fungicide in this market. The aquatic business grew significantly with new launches. However, the income of farmers in this region did not go much higher and hence the spending on agri-inputs remained low. However the Company recorded good growth in the region.

 

European Market also remained steady, with very marginal growth. However as quotas for sugar beet ended, the area for its plantation went up, which helped the Company to increase its sales in this market. In Northern Europe, there was high disease pressure on potatoes. In southern Europe, dry weather prevailed which affected sale and consumption of fungicides on rice and vegetable crops. Overall the Company’s performance in Europe was much better.

 

In rest of the world also, the market recorded de-growth marginally. However, the Company, due to its strategic marketing moves, improved its sales. After several years of drought, Australia had very good rains. In some of the key markets, recovery in rice crops resulted in increase in sales of the Company’s products. The Company also expanded its non-selective herbicides share to key markets, including China. In Nigeria, the Company has established partnership to grow its business. In Africa the Company has created a regional base in Kenya to service its customer needs regionally.

 

Prices of some of the inputs had increased, but the Company had taken effective cost reduction measures to counter any adverse effects arising out of such price increases.

 

FUTURE OUTLOOK

 

For the year 2017, the monsoon in India is predicted to be normal. This shall improve farm and economic growth, and increase agricultural production in the country.

 

The Indian economic growth is on higher trajectory. The reforms undertaken by the Central Government, in this regard, are most laudable and should result into overall improved performance in all the sectors.

 

In this year’s Union Budget, the government has announced a number of proposals which will result into improvement in credit flow to farmers, increase in irrigation acreage crop insurance and giving boost for farm incomes. The government initiatives for irrigation will result in higher crop yields and water security. With these measures the income of farmers will increase, leaving them with higher disposable income and this in turn will benefit all agri-input companies.

 

The Company is also exploring new markets for its products. It is gaining a foothold in African market. Latin American market also looks very promising for the Company’s products.

 

Overall the Company expects the coming year to be very promising.

 

AMALGAMATION

 

The Honorable High Court of Gujarat vide its Order dated 23rd June 2016, sanctioned the Company’s scheme of Amalgamation with Advanta Limited. In pursuance of the scheme, all the business, assets and liabilities of Advanta Limited were transferred to the Company. New equity and preference shares were issued to the erstwhile shareholders of Advanta Limited.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

GLOBAL ECONOMIC OVERVIEW

 

The pace of global economic activity was mixed in 2016 as a number of crosswinds affected re-acceleration. Within advanced economies, comprising the US, Europe and Japan, the lingering legacies of the recent crisis, coupled with protracted monetary policy support and return to fiscal neutrality, underpinned a generally-accelerating output with falling unemployment. In countries outside the advanced economies, the sources of slower growth ranged from commodity price declines to overhangs from past rapid credit growth to political turmoil

 

 

Global growth is projected to slow to 3.1% in 2016 before recovering to 3.4% in 2017. The forecast was revised downwards by 0.1 percentage point for 2017 compared to the April 2016 projections. This reflected a more subdued outlook following the Brexit referendum and weaker-than-expected growth in the US.

 

Having said this, long-term prospects of emerging market economies improved on the back of a visible lowering of interest rates in advanced economies and firming of commodity prices. Asia in general and India in particular has demonstrated robust growth while sub-Saharan Africa has experienced a sharp slowdown

 

 

OUTLOOK

 

The global economy entered its sixth year of stagnation with growth estimates for 2017 continuing to trend the historical path. A projected stabilisation in energy and commodity prices could provide respite for resource-rich economies in 2017. However, the medium-term outlook continues to be bleak with growth declining in investments and labour supply. Businesses will need to prepare themselves adequately in order to address the challenges arising from geopolitical tensions, policy uncertainties, financial market volatility and rapid technological advancements.

 

INDIAN ECONOMY OVERVIEW

 

India’s GDP grew at 7.1% in FY17 versus a revised 8% (7.9% as per previous estimate) in FY16. India’s GDP growth in the January-March quarter was lower than China’s 6.9% for this period. Demonetisation had a pronounced broad-based impact on the economy in the fourth quarter. Despite a sequential slowdown, agriculture and mining sectors held up with consumption being robust. Manufacturing, construction and major services were hit by the currency squeeze, pulling down real gross domestic product (GDP) growth in Q4FY17 to 6.1% from 7%

 

The lower-than-expected real GDP growth in Q4FY17 was also due to the firming up of commodity prices, which hardened WPI. The GVA growth in Q4FY17 was pegged at just 5.6%, as an unfavourable base also impacted the estimate (GVA grew a robust 8.7% in Q4FY16). The GVA expansion slipped sharply to 6.6% in FY17 from 7.9% in FY16.

 

Pertinently, although growth in real term slipped in FY17, nominal GDP expansion touched 11% in the year against 9.9% in FY16, owing to higher inflation, especially at the wholesale level. With good monsoon, the agricultural sector posted a huge jump in growth as it expanded by 4.9% during FY17, compared to a dismal 0.7% in the previous year

 

Outlook: The growth estimate is contingent on the prediction of normal monsoon in this year, along with expectation of a boost in consumption demand, increased private sector and government spending. The nationwide roll-out of the goods and services tax in the second quarter of FY18 is also expected to result in an increment of 0.25% to 0.5% to GDP growth. CARE Ratings expects the economy to grow 7.6-7.8% in FY18.

 

Outlook

 

The near-term growth outlook for India seems bright even as the growth forecast for 2017-18 was moderated by 40 bps due to the temporary negative consumption shock induced by demonetisation-induced payment disruptions. Subsequently, India’s gross value-added growth is likely to remain at 6.6% as economic activity will take more time to normalise. However, the implementation of the Goods and Services Tax is expected to boost interstate trade and economic growth in pulses in the coming years due to concerted efforts by scientists in the use of early-maturing varieties of pulses and increased minimum support prices.

 

UNSECURED LOAN

 

Particulars

31.03.2017

(INR in Million)

31.03.2016

(INR in Million)

Long-term Borrowings

 

 

Redeemable Non-convertible Debentures

7560.000

8500.000

Current maturities of Non- current Debentures

520.000

0.000

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

(520.000)

(900.000)

Short-term borrowings

 

 

Cash credit, packing credit and working capital demand loan accounts

130.000

5690.200

Optionally Convertible preference shares

240.000

0.000

Total

7930.000

13290.200

 

 

INDEX OF CHARGES

 

S

No

SRN

Charge Id

Charge Holder Name

Date of Creation

Date of Modification

Date of Satisfaction

Amount

Address

1

B56987159

10392596

IDBI TRUSTEESHIP SERVICES LIMITED

27/08/2012

-

-

3000000000.0

ASIAN BUILDING, GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE, MUMBAI-400001, MAHARASHTRA, INDIA

2

B24019390

10314745

IDBI TRUSTEESHIP SERVICES LIMITED

07/09/2011

-

-

2500000000.0

ASIAN BUILDING, GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE, MUMBAI-400001, MAHARASHTRA, INDIA

3

B03607926

10261587

IDBI TRUSTEESHIP SERVICES LIMITED

24/12/2010

-

-

3000000000.0

ASIAN BUILDING, GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE, MUMBAI-400001, MAHARASHTRA, INDIA

4

A88992797

10227852

IDBI TRUSTEESHIP SERVICES LIMITED

21/06/2010

-

-

3000000000.0

ASIAN BUILDING, GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE, MUMBAI-400001, MAHARASHTRA, INDIA

5

A85891174

10220148

IDBI TRUSTEESHIP SERVICES LIMITED

09/04/2010

-

-

2500000000.0

ASIAN BUILDING, GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE, MUMBAI-400001, MAHARASHTRA, INDIA

6

A73556698

10186793

IDBI TRUSTEESHIP SERVICES LIMITED

09/11/2009

-

-

1350000000.0

ASIAN BUILDING, GROUND FLOOR, 17, R.KAMANI MARG, BALLARD ESTATE, MUMBAI-400001, MAHARASHTRA, INDIA

7

A57003386

10142689

DENA BANK

31/12/2008

-

-

3700000000.0

CORPORATE BUSINESS BRANCHC-10, G-BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI-400051, MAHARASHTRA, INDIA

8

C80977564

90099990

DENA BANK

16/02/2005

17/02/2016

-

18000000000.0

CORPORATE BUSINESS BRANCH, BKC MUMBAI MAHARASHTRA 400051 INDIA

9

Z00005143

80002425

RABO INDIA FINANCE PRIVATE LIMITED

10/01/2005

-

-

497500000.0

FORBES BUILDING C R MARG FORT MUMBAI MAHARASHTRA 400001 INDIA

10

Y10189552

90099860

UTI BANK LIMITED

19/07/2004

-

-

2500000.0

UNIVERSAL INSURANCE BUILDINGSIR PM ROAD ; FORT BOMBAY MAHARASHTRA 400001 INDIA

 

 

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31.12.2017

 

(INR In million)

PARTICULARS

Standalone

Quarter ended

Nine Months ended

 

31.12.2017

30.09.2017

31.12.2017

 

Unaudited

Unaudited

Unaudited

Income from Operations

 

 

 

Revenue from Operations

19420.000

19710.000

57380.000

Other Income

230.000

3800.000

4210.000

Total Income from operations (net)

19650.000

23510.000

61590.000

 

 

 

 

Expenses

 

 

 

(a) Cost of Material Consumed

9660.000

9270.000

27110.000

(b) Purchase of stock in trade

820.000

210.000

2810.000

(c) Changes in inventories of finished goods, work in progress and stock in trade

380.000

1270.000

80.000

(d) Excise duty

0.000

0.000

1110.000

(e) Employee benefit expenses

1190.000

1250.000

3640.000

(f) Finance costs

380.000

310.000

850.000

(g) Depreciation and amortization expenses

1670.000

1650.000

4940.000

(h) Exchange rate difference on receivables and payables (net)

10.000

30.000

50.000

(i) Other Expenses

4980.000

4330.000

14290.000

Total Expenses

19090.000

18320.000

54880.000

Profit/ (Loss) from before Exceptional items

560.000

5190.000

6710.000

Exceptional items

0.000

0.000

0.000

Profit/ (Loss) before tax

560.000

5190.000

6710.000

Tax Expenses

 

 

 

Current Tax

(280.000)

640.000

460.000

Deferred Tax

(610.000)

200.000

(370.000)

Net Profit/ (Loss) for the period

1450.000

4350.000

6550.000

Other comprehensive income

 

 

 

(i) Items that will not be reclassified to profit or loss

(20.000)

(30.000)

(10.000)

(ii) Income tax relating to items that will not be reclassified to profit or loss

0.000

10.000

0.000

Other comprehensive income, net of income tax 

(20.000)

(20.000)

(10.000)

 

 

 

 

Total comprehensive income for the period

1430.000

4330.000

6540.000

Paid- up Equity Share Capital (share – INR 2)

1020.000

1020.000

1020.000

Other Equity (as per balance sheet of the previous accounting year)

 

 

 

Earnings per share (not annualized for quarter and half years)

 

 

 

Basic

2.85

8.57

12.89

Diluted

2.85

8.56

12.86

 

Notes:

 

1. The above unaudited standalone financial results were reviewed by the audit committee and thereafter approved at the meeting of the Board of directors held on 25th January 2018.


2. These financial results have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards (Ind AS) 34 Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013.


3. Finance Costs include settlement and mark to market (gains)/ losses on derivative contracts related to borrowings and exchange differences arising on foreign currency loans / advances. Such (gain)/loss is INR (60.000) million, INR (140.000) million and INR (180.000) million for the quarters ending 31st December 2017, 30th September 2017, and 31st December 2016 respectively; INR (370.000) million and INR (400.000) million for nine months ended 31st December 2017 and 31st December 2016 respectively and INR (590.000) million for the year ended March 31, 2017. 


4. Amalgamation of erstwhile Advanta Limited ("Advanta") with the Company - 


The Hon'ble High Court of Gujarat vide its order dated 23rd June, 2016 had sanctioned the Scheme of Amalgamation of Advanta with the Company with an appointed date of 01st April, 2015. In accordance with the provisions of the scheme –


a. The amalgamation has been accounted in the previous year under the “Purchase Method” as per the then prevailing Accounting Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the High Court, which is different from Ind AS 103 'Business Combinations'.


b. The excess of the fair value of equity shares and preference shares issued over the book value of assets and liabilities acquired have been recorded as goodwill arising on amalgamation and is being amortised over the period of 10 years from the appointed date. 


c. If the Company had accounted for amalgamation as per Ind AS 103, profit for the quarters ended 31st December 2017, 30th September 2017, and 31st December 2016 respectively would have been higher by INR 920.000 million each; for nine months ended 31st December 2017 and 31st December 2016 respectively by INR 2780.000 million each and for the year ended 31st March, 2017 by INR 3700.000 million.


d. Upto 30th September 2016, the Company considered goodwill arising on amalgamation as referred in para b above as deductible expense for the purpose of computation of provision of tax. During the quarter ended 31st December 2016, the Company had reviewed and recomputed provision for taxation for the nine months ended 31st December 2016 by considering amortisation of goodwill as non- tax deductible expense. Consequently, the provision for tax of INR 690.000 crores had been recorded during the quarter ended 31st December 2016.


5. The Government of India introduced the Goods and Services Tax (GST) with effect from 1st July 2017, consequently revenue from operations for the quarter ended 31st December 2017 and 30th September 2017 is net of GST. However revenue for all other periods presented (including the quarter ended 30th June 2017 included in the figures presented for the nine months ended 31st December 2017) is inclusive of excise duty. The Net Revenue from Operations (Net of GST/ Excise Duty) as applicable are stated below-

 

(INR In Million)

PARTICULARS

Standalone

Quarter ended

Nine Months ended

 

31.12.2017

30.09.2017

31.12.2017

 

Unaudited

Unaudited

Unaudited

Income from Operations

 

 

 

Revenue from Operations

19420.000

19710.000

57380.000

Other Income

0.000

0.000

1110.000

Total Income from operations (net)

19420.000

19710.000

58490.000

 

 

6. During the quarter and nine months ended 31st December 2017, the Company has allotted 319165 and 1260457 equity shares respectively, on conversion of convertible preference shares.


7. Exceptional items for nine months ended 31st December, 2017 pertains to amount paid as per final order of The Competition Commission of India (CCI).


8. Pursuant to the completion of assessments, during the quarter, the Company has written back excess provision of tax and recognised minimum alternate tax credit entitlement relating to earlier periods aggregating to INR 980.000 Million.


9. The shareholders approved final dividend @350% on equity share of INR 2 each of the Company (i.e. INR 7/- per equity share) at the Annual General Meeting held on 8th July 2017 and the same was paid on 12th July, 2017.


10. During the previous quarter and nine month ended 31st December 2017, the Company has allotted 34980 and 79172 equity shares respectively, to employees under Employee Stock Option Plan of the Company. 


11. Previous period figures have been re-grouped/ re-classified wherever necessary, to confirm to this period's classification.

 

STANDALONE SEGMENT-WISE REVENUE, RESULTS, ASSETS AND LIABILITIES FOR THE QUARTER AND NINE MONTHS ENDED 31.12.2017

(INR in Million)

PARTICULARS

Standalone

Quarter ended

Quarter ended

Quarter ended

 

31.12.2017

31.12.2017

31.12.2017

 

 

 

 

Segment Revenues

 

 

 

Agro Activities

17630.000

18220.000

52790.000

Non Agro Activities

2070.000

2010.000

5990.000

Unallocated

20.000

20.000

60.000

Total

19720.000

20250.000

58840.000

Less: Inter - Segment Revenue

300.000

540.000

1460.000

Revenue from operations

19420.000

19710.000

57380.000

 

 

 

 

Segment Results

 

 

 

Agro Activities

1830.000

2490.000

6320.000

Non Agro Activities

150.000

200.000

530.000

Total

1980.000

2690.000

6850.000

Less:

 

 

 

(i) Finance Costs

380.000

310.000

850.000

(ii) Unallocable Expenditure / Income (net)

1040.000

(2810.000)

(710.000)

(iii) Exceptional items

0.000

0.000

70.000

Total Profit before Tax

560.000

5190.000

6640.000

 

 

 

 

Segment Assets

 

 

 

Agro Activities

100390.000

91820.000

100390.000

Non Agro Activities

7930.000

7080.000

7930.000

Unallocated

21120.000

19830.000

21120.000

Total Segment Assets

129440.000

118730.000

129440.000

 

 

 

 

Segment Liabilities

 

 

 

Agro Activities

29230.000

25990.00

29230.000

Non Agro Activities

2110.000

1630.000

2110.000

Unallocated

17360.000

11880.000

17360.000

Total Segment Liabilities

48700.000

39500.000

48700.000

 

 

 

 

Net Capital Employed

80740.000

79230.000

80740.000

 

 

 

FIXED ASSETS:

 

  • Land- Freehold
  • Land-Leasehold
  • Leasehold Improvement
  • Building
  • Plant and Machinery
  • Laboratory Equipment’s
  • Office Equipment’s
  • Furniture, Fixture and Equipment’s
  • 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

INR

US Dollar

1

INR 63.50

UK Pound

1

INR 90.92

Euro

1

INR 79.07

 

 

INFORMATION DETAILS

 

Analysis Done by :

NIY

 

 

Report Prepared by :

JYTK

 


 

SCORE FACTORS

 

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

 

 

RATING EXPLANATIONS

 

Credit Rating

Explanation

Rating Comments

A++

Minimum Risk

Business dealings permissible with minimum risk of default

A+

Low Risk

Business dealings permissible with low risk of default

A

Acceptable Risk

Business dealings permissible with moderate risk of default

B

Medium Risk

Business dealings permissible on a regular monitoring basis

C

Medium High Risk

Business dealings permissible preferably on secured basis

D

High Risk

Business dealing not recommended or on secured terms only

NB

New Business

No recommendation can be done due to business in infancy stage

NT

No Trace

No recommendation can be done as the business is not traceable

 

NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.

 

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 are as follows:

 

·         Financial condition covering various ratios

·         Company background and operations size

·         Promoters / Management background

·         Payment record

·         Litigation against the subject

·         Industry scenario / competitor analysis

·         Supplier / Customer / Banker review (wherever available)

 

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.