DIRECTOR'S REPORT TO, THE MEMBERS OF Your Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2016 Operational Performance In India, during the year, serious drought conditions prevailed in western and northern regions. In earlier year also, there was deficit rainfall. These conditions affected the agrochemical usage, both in Kharif and Rabi crops. There was poor off take of farm produce resulting in tight liquidity in the market. In spite of such adverse scenario, the Company's insecticides were in good demand, especially in North against infestation of sucking insects. The new herbicide "Shagun" was also well received in the market for wheat production. Globally, commodity prices remained depressed throughout the year. In the near future also, no upside is expected. Further there was significant currency devaluation of a few currencies against the US Dollar In view of de-growth of agchem market, any attempt at increase in prices of agrochemicals met with very limited success. Despite all these factors, the Company delivered sterling financial results in FY 2016 with 11% increase in revenues and 13.5% growth in profits. It managed this by virtue of its diverse geographical presence, strong product profile and prudent financial management. In Latin America, EI Nino effect prevailed in Colombia. This affected the production of rice, potato and corn. In Brazil there was currency devaluation. This resulted in higher realization for the local farmers for the farm produce. The company's fungicides, especially Unizeb Gold, was in great demand in Brazil. However, the demand for insecticides contracted, mainly for Soya. Argentina abolished export taxes on all commodities except Soya. The requirement of having import license for the agrochemicals was also removed. This led to the Latin American revenues growing by 25% over previous year. In North America, continued dry conditions prevailed in western parts. In these parts consumption of fungicides was less. The insect pressure was low in field crops, affecting the use of insecticides. There was reduction in cultivation of rice and cotton. The Company's new herbicides performed well in this market. The company's revenues from North America grew by 10% over the previous year. In Europe, there was devaluation of Euro. Any price increase for agrochemicals met with stiff resistance. Northern Europe suffered from dry summer affecting the usage of fungicides. In other parts, winter was mild and spring set early. It is expected that agchem market in Europe will remain flat in the near future. The organic portfolio of the Company performed well. Fungicides business also grew for potato and vine crops. The herbicides market was affected on account of reduction in sugarbeet area. Though the revenues for the company in Europe were flat, on a constant currency basis the revenue growth was upwards of 5%. In rest of the World, dry conditions prevailed in south-east Asia. There were severe floods in Pakistan. Turkey was hit by frost and hailstorm. These factors adversely affected the agchem market. In North Africa and Iran the economic embargo was lifted. This will help the Company grow its business there. The Company is also gaining improved market access in Africa by getting more registrations for its products. In Australia also, the market is improving. Revenues from Rest of World grew by 2% over previous year. Some of the financial highlights of its global performance are as under: a) Revenue from operations increased by 10% to C13,302 crores. b) EBIDTA improved to 21.1% c) Profit before taxes have gone up by 15% to C1626 crores d) Profit after taxes have gone up by 15% to C1343 crores. Future Outlook For the year 2016, monsoon rains in India are predicted to be above average. The last two years of drought had severely hit the rural income and agricultural production. So, above average rainfall should boost farm and economic growth. The EI Nino effects are gradually fading in India and paving way for La Nina, which will be inducive to more rains and consequently increased farm production. There are very strong indications in the market that the country will experience good monsoons in 2016 resulting in increased agriculture output during kharif and rabi seasons. All this will translate into strong market for the Company's agrochemicals. Not only that, the global demand for the Company's products is steadily increasing. The Company's products are gaining acceptability in new unexplored markets. It is gaining a higher share in geographies where it is firmly established. Overall the Company can look for a promising year ahead. Dividend Your Directors have recommended dividend of 250% i.e. C5 per Equity Share of C2 each for the financial year ended 31st March, 2016, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members as on 29th June, 2016 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited. Finance (a) Fixed Deposits The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2016. (b) Particulars of Loans, Guarantees or Investments The details of Loans, Guarantees or Investments are given in the notes to the Financial Statements. Amalgamation: The Company has proposed a scheme of Amalgamation with Advanta Limited, whereby all the business, assets and liabilities of the said Advanta Limited will be transferred and vested into the Company from the Appointed date, on the scheme becoming effective. The equity shareholders and the creditors of both the companies have approved the scheme. The Company has now filed petition with the Hon'ble High Court of Gujarat for sanctioning the scheme. Buy-back of shares by Bio-Win Corporation Ltd.: During the year under review, the wholly-owned subsidiary of the Company M/s Bio-win Corporation Ltd. based in Mauritius, offered to buy back shares of U.S. Dollars 70 million. The Company accepted the offer and shares of U.S. Dollars 70 million were offered under Buyback. Necessary approval was taken from the Reserve Bank of India in this regard. After the said buy-back, the Company continues to hold all the remaining existing shares of the said Bio-win Corporation Ltd. Safety and Environment The Company is committed to sustain and continually improve its Safety Standards / Practices and preservation of Clean environment. The company continues to work in pursuit of achieving its Safety Vision 2017 - "To become one of the best & safest Chemical Manufacturing Companies in the world and achieve Best in Class in Safety by making Safety a Way of Life". Jammu Unit of the Company has won Golden Peacock Award for Occupational Health and Safety for 2015 from the Institute of Directors, New Delhi. The company has arrived at following measures as indicators to know that it is progressively moving towards its Vision 2017: • TRFR - Total Recordable Frequency Rate • SI - Severity Index • MPSI - Major Process Safety Incident. In continuation to the Implementation & Practice of Eight Safety Indicators, the Company has further worked & implemented following Safety Leading Indicators in the year under review: • Preliminary LOPA and Risk Assessment: The Company has done preliminary Layer of Protection Analysis (LOPA) of all its Top Hazardous Processes and done risk assessment of missing layer of Protection to identify any hidden hazards in its manufacturing Operations. • Second Party Audit by Safety Audit Team: The Company has formed a separate Safety Audit Team to Audit the status of compliance & sustenance of all Safety Leading Indicators it has rolled out in all of its units. There are 14 detailed Audit Protocols in this system. The company is in pursuit of taking the compliance level of its Leading Indicators to more than 98%. • Construction Safety Excellence: The Company has designed and developed Construction Safety Manual to implement & continually Improve Safety Standards & Practices in all of its Construction activities and to achieve Construction Safety Excellence. Since the Company is rapidly growing and lots of construction activities are performed, the need has been felt to drive Construction Safety Excellence which is very important to achieve the Benchmarking Performance parameters (in Construction as well) which are indicators that the Company is progressively moving towards its Vision 2017. • Work Place Monitoring: So as to continually improving the Work place Environment from a Health point of view, the Company has done a baseline study for its units and identified action plans to improve the work place environment from the perspective of Dust, Fumes, Odour, Ventilation, Noise, Illumination and Vibration. • Transport Safety Management System: Since the company receives and dispatches large number of Chemical Consignments either in Tankers or Trucks, the Company is pursuing to undertake risk assessment in this area. As a first step, Transport Safety Management Baseline study was done in two of its units and action plan is identified to improve Safety in this area. The same action plan will be replicated to other units. The Company has taken various initiatives for environmental protection and pollution prevention. All Units are operating with valid Consents and Authorization applicable to the Units and all the Returns / Reports are submitted on time. The Units have also carried out Environmental Audit through third party and Audit Reports are submitted to authorities. All the manufacturing units have implemented Environmental Management System standards ISO 14001 and got certification. The Company is also a signatory to Responsible Care initiative of Indian Chemical Council and the Units are allowed to use Responsible Care logo. All the manufacturing units have pollution prevention and control measures attached to the plants, to take care of process emissions, wastewater generation and hazardous waste. The Units are having own Effluent Treatment Plants for treatment of effluent generated at the Units. One of the significant achievements of the Company is installing water re-cycling system at Unit # 02 at Ankleshwar and the Unit has become zero discharge unit. From May 2014, the Unit is entirely recycling water and there is no discharge of treated effluent. The Company has also installed Sewage Treatment Plant at Unit # 11 and treated water is recycled for green belt development. The Units have installed online monitoring system consisting of pH meter, magnetic flow meter, TOC / BOD / COD meter TSS meter at the outlet of Effluent Treatment Plants and data are being transmitted to web site of CPCB as per guideline. In addition to the above, Company has also installed online sensors for monitoring and control of air emissions. Hazardous waste generated by the Units are segregated and sent to Common Hazardous Waste Management Facility for treatment and disposal. Many valuable products are recovered from waste streams and pollution load is reduced. The Company is having a corporate environmental division coordinating compliances to environmental regulations of all units. Also, dedicated team at manufacturing units takes care of operations. The Company is also having a research division in environment (Green Cell) focusing on waste minimization and improvements. The Company is having laboratory facility to monitor and control the wastewater, air pollution and hazardous waste. At all Units, green belts are developed and are being maintained. Research and Development Your Company is highly technology driven and innovation oriented. The Research and Development Centres of the company across the globe are equipped with the state-of-art facilities, equipment and instruments, and constantly work towards safer and efficacious products and processes. The new active ingredients and end-use formulations are identified by the New Product Development Team. The new formulations to be developed are selected by following a careful process with an aim to offer better pest management solutions. Efficient and capable R&D scientists are doing their best to bring out new products and processes. R&D works with particular goals of safety to end users, eco-friendly characteristics, high quality standards and cost effectiveness. The new products coming out of R&D are innovative and help the company to generate valuable intellectual property in terms of patents which give adequate protection to the products in various countries. The R&D is engaged in designing the products and processes which can be protected by patents and do not infringe other's patents. Since there is a growing concern about environment, the processes for producing the active ingredients are designed in such a way that the waste generation is minimized. Emphasis is also given for use of green chemicals, less effluent generation and recyclability of the chemicals. While developing a formulation, care is taken during the development phase that the final product is having low toxicity profile and is devoid of the ingredients which cause damage to the environment and/or end users. Registration of the active ingredients and the final products is one important activity. R&D generates the data like chemical composition, physico-chemical properties, toxicity, bio-efficacy, residue and packaging required for submission to the authorities in various countries. Corporate Social Responsibility During the year, the CSR expenditure incurred by the Company was C11.56 crores. This is higher than 2% of the average profit of the last three years. The CSR initiatives taken up by the Company are in the areas of Education, Agricultural development, Skill Development, Societal Hygiene, Nature Conservation, Drought relief, Safety awareness for girls, workers in chemical industry, healthcare, etc. Education initiatives are for primary and higher education in Vapi and Ahwa, which is in backward district of Dang. Around 2000 students study in these schools every year. State-of-Art engineering college is set up at Ankleshwar for providing technical education in different fields of engineering. A nursing college is established in Vapi which offers nursing courses. This training will ensure latest scientific methods for treatment of patients which is sometimes lacking in rural and semi-urban areas. Agriculture Development initiatives consists of imparting of education and training to farmers for scientific methods of agriculture, installation of drip irrigation, Paddy development projects in Dang, etc. With the funding from the Company, four skill development centres are established in Vadodara, Bharuch and Halol. Two ITIs are set up for youths for imparting modern methods of learning. These initiatives help the young population to get suitable employment in factories around such centres. 75 new Self Help Groups (SHG) were also provided financial support. Various sanitation projects were taken up which include construction of toilets in schools. Other education initiatives were taken up for creating awareness about hygiene and sanitation in the minds of young students. Nature conservation initiatives were taken such as Ecoclubs in community schools, Tree Plantations, Saras Conservation projects etc. Some of the other CSR activities are Girls Safety Project, Occupational Health and Safety, Education, Highway Safety awareness, training to students for CSR internship, etc. These projects are in accordance with the activities included in Schedule VII of the Companies Act, 2013, and the Company's CSR policy. The Annual Report on CSR activities is annexed to this Report as "Annexure 1". Vigil Mechanism / Whistleblower Policy The Company has implemented whistleblower policy to deal with any fraud, irregularity or mismanagement in the Company. The policy enables any employee or director to directly communicate to the Chairman of the Audit Committee to report any fraud, irregularity or mismanagement in the Company. The policy ensures strict confidentiality while dealing with concerns and also that no discrimination or victimization is meted out to any whistleblower. The policy is also posted on the website of the Company. Internal Control Systems and their Adequacy The Company has an internal control system, commensurate with the size, scale and complexity of its operations. All these controls were operating effectively during the year. Company's operations are supported by SAP-ERP system. The in-house internal audit team headed by a qualified professional, regularly undertakes audits of various functions of the Company, its Depots and subsidiaries. The Internal Audit Plan for the year is worked out and the same is approved by the Audit Committee. The Annual Audit Plan is worked out to ensure that all assets of the Company are protected against losses and hazards. It also ensures that all transactions are duly authorized and recorded in the books of the Company. The Company has also in place software to ensure legal compliances for various functions. External professionals are engaged to ensure timely compliance of all statutory regulations. The internal Audit department evaluates the efficiency and adequacy of internal control systems to ensure compliance with the policies and systems laid down by the management. Significant audit observations are reported to the Audit Committee and necessary action is taken to correct any deficiency in the system. The periodic report prepared by Internal Audit team form the basis of certification by the Managing Director and Chief Financial Officer for financial reporting as required under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Internal Controls over Financial Reporting: The Company has adequate internal financial controls in place, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively. The Company has chalked out in detail, various policies and procedures for conduct of the business to safeguard the assets of the Company, maintenance of accurate and complete accounting records, making available from time to time management information and prevention and detection of fraud and errors. The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company The Indian Accounting Standards (IND AS) were notified by the Ministry of Corporate Affairs on February 16, 2015. These standards will become applicable to the Company, its subsidiaries, associates Joint Venture Companies, etc. with effect from 1st April 2016 with comparatives for the previous year ending 31st March 2016. Your Company has taken adequate steps in this regard to ensure a smooth transition to IND AS. Risk Management Framework Pursuant to clause 49 of the Listing Agreement, the Company has in place a robust Risk Management Framework to identify and evaluate various business risks faced by the Company. The Company recently formed a Risk Management Committee, chaired by a director as required under SEBI regulations. The Committee has senior executives as members. The Risk Management Framework identifies and evaluates various risks and mitigating efforts to resolve such risks. It provides for risk assessment and risk minimization. It is formulated to ensure adequate controls, so as to proactively respond to any changes in business environment. This helps the Company to achieve high degree of business performance, limit any negative impact on the working and capitalize on any business opportunity. Some of the major risks perceived by the Company and mitigating initiatives are as under: i) Industry Risk: The Industry is facing risks of indifferent weather conditions. If the rainfalls in different parts is not normal and not widespread through the seasons, there will be less number of pest attacks. This can result in industry turn down in these parts. The demand for agrochemicals will come down. To mitigate these risks, the Company has spread its marketing network to almost all parts of the world. A number of subsidiaries are set up in different countries so as to cater to the demands of the global market. Further, the Company has a very wide range of products in its portfolio. The risk of uncertain rainfall in some parts of the world is tackled by better forecast, efficient supply chain and a big multi-product portfolio with diverse applications. ii) Foreign Exchange Risk: Almost two-thirds of Company's business is international. The Company exports the agrochemicals in a big way to different countries. It also imports some of the inputs from abroad. In recent times the currency fluctuations have been quite turbulent. Some of the countries with whom the Company is having excellent business relationships are also exposed to such currency fluctuations. However as the Company is having both exports and imports in major convertible currencies, it has a natural hedge against any such currency fluctuations. Further to mitigate the risk of any major currency fluctuations, the Company takes adequate forward cover for the net trading position and thereby is not exposed to undue risk at any time. iii) Pest Resistance Risk: The products of the Company are used throughout the world for protection of crops from the attacks of various insects, pests, etc. Over a period, some of the agrochemicals do not remain effective as the pests develop resistance against such agrochemicals. In such a scenario, such agrochemicals become obsolete and have to be discontinued, resulting in downturn of the business. To mitigate such risks, the Company is continuously introducing new innovative products and effective combinations and is easing out old and obsolete products. The Company through extensive R&D initiatives, constantly enlarges its product portfolio and improves various manufacturing processes. The Company also obtains new registrations in different geographies to expand the market access and continuously introduces innovative products. This results in retaining the market share as well as expanding the market spread. The Company continuously replaces obsolete products by introducing more effective pesticides which are safer and have larger applications on different crops. Subsidiary Companies / Associate Companies Shroffs United Chemicals Limited: This is engaged in trading activities in a very limited way. SWAL Corporation Limited: SWAL Corporation limited is engaged in distribution and marketing of agro chemical formulations and organic fertilizers in India. The Sales Turnover for the year is C53274 Lacs (Previous year C48903 Lacs) and the Profit before tax is C1433 Lacs (Previous year C2119 Lacs). Optima Farm Solutions Ltd: Optima farm solutions ltd is engaged in the manufacture of agrochemicals in Jammu. The Company has made sales of C2015 Lacs in the current year. UPL Europe Ltd. (Formerly known as United Phosphorus Limited, U.K.): UPL Europe is engaged in the production and distribution of Agrochemicals in UK & Europe. The company has a formulation production site at Sandbach, UK and a sales office at Warrington, UK. The Turnover for the year ended 31st March 2016 is C83800 Lacs (Previous year C89149 Lacs) and the Profit before tax is C2809 Lacs (Previous year C1406 Lacs). UPL Deutschland GmbH (Formerly Known as United Phosphorus GMBH - Germany): UPL Deutschland GmbH is engaged in the distribution of formulated products in Germany & Austria. The Turnover for the year is C18419 Lacs (Previous year C21517 Lacs) and the Profit before tax is C-1007 Lacs (Previous year C436 Lacs). UPL Polska Sp z o o (Formerly Known as United Phosphorus Polska Sp.z o.o - Poland): UPL Polska is engaged in the sales and marketing of formulated products in Poland. The business in this Company has been on a very low scale. UPL Benelux B.V. (Formerly Known as AgriChem B.V.): UPL Benelux BV is engaged in the distribution of formulated products in Benelux and Switzerland. The Turnover for the year is C21298 Lacs (Previous year C19386 Lacs) and the Profit before tax is C909 Lacs (Previous year C623 Lacs). Cerexagri B.V. - Netherlands: Cerexagri BV is a manufacturing entity specializing in EBDC based fungicides. It has a technical and formulation facility based in Rotterdam. The Sales Turnover for the year ended 31st March 2016 is C44921 Lacs (Previous year C24813 Lacs) and the Profit before tax is C1541 Lacs (Previous year C522 Lacs). Blue star BV: Blue Star BV is the Holding company for Neo Fog SA United Phosphorus HoldingsCooperatief U.A.: United Phosphorus Holdings Cooperatief U.A. is the holding company for United Phosphorus Holdings B V Netherlands. United Phosphorus Holdings B.V, Netherlands: United Phosphorus Holdings BV is the holding company for entities in Europe & Rest of the world. United Phosphorus Switzerland Limited: United Phosphorus Switzerland is providing management services and holding investments and registrations for the Company's products. Decco Worldwide Post-Harvest Holdings Cooperatief U.A.: Decca Worldwide Post-harvest Holdings Cooperatief UA is the holding company for Decco Worldwide Post-Harvest Holdings BV. United Phosphorus Holding, Brazil B.V. (Formerly known as Regentstreet B.V.): United Phosphorus Holdings Cooperatief U.A. is the holding company in Brazil. UPL Italia S.R.L. (Formerly Known as Cerexagri Italia S.R.L.): UPL Italia S.R.L is engaged in the distribution of formulated products in Italy. The Turnover is C30558 Lacs (Previous year C22641 Lacs) and the Profit before tax for the year ended 31st March 2016 is C1743 Lacs (Previous year C285 Lacs). UPL IBERIA, SOCIEDAD ANONIMA (formerly known asCompania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain): UPL Iberia is engaged in the distribution of formulated products in Spain & Portugal. The Turnover is C17803 Lacs (Previous year C16070 Lacs) and the Profit before tax is C1227 Lacs (Previous year C-22 Lacs). Decco Worldwide Post-Harvest Holdings B.V.: This is the holding company for other Decco entities, and holds registrations for these entities. Transterra Invest, S. L. U. Spain: Transterra Invest, S L is the holding company for group entities in Spain and Latin America. Cerexagri S.A.S.: Cerexagri SAS is a supply chain company for the group with 3 key production facilities in France involved in the production of Copper & Sulphur based fungicides. It has a formulation facility at Bassens to formulate herbicides and insecticides. The Sales Turnover for the year ended 31st March 2016 is C48277 Lacs (Previous year C41831 Lacs) and the Profit before tax is C2154 Lacs (Previous year C2164 Lacs). Neo-Fog S.A.: Neo-Fog S.A is engaged in the distribution of Anti-sprouting herbicides in the French domestic market. The Turnover for the year ended 31st March 2016 is C2848 Lacs (Previous year C2408 Lacs) and the Profit before tax is C511 Lacs (Previous year C410 Lacs). UPL France (formerly Known as AS pen SAS): UPL France SAS is engaged in the distribution of formulated products in France. Products are sourced from UPL's manufacturing facilities in Europe and India, as well as locally formulated in toll manufacturing facilities. The Turnover is C35935 Lacs (Previous year C33976 Lacs) and the Profit before tax is C1461 Lacs (Previous year C-212 Lacs). Bio-win Corporation Limited, Mauritius: Bio Win Corporation does trading business and also holds investments for the group. The Turnover is C120744 Lacs (Previous year C62671 Lacs) and the Profit before tax is C33460 Lacs (Previous year C35119Lacs). Agrodan, ApS: Agrodan, Aps is engaged mainly in the distribution of formulated products in Scandinavia. Products are sourced from UPL's manufacturing facilities in Europe and India, as well as locally formulated in toll manufacturing facilities. Decco Iberica Postcosecha, S.A.U., Spain(formerly Cerexagri Iberica): Decco Iberica is involved in fabrication & commercialization of chemical products, waxes & fungicides, as well as the machinery used for their application. The Turnover is C11195 Lacs (Previous year C9182 Lacs) and the Profit before tax is C1555 Lacs (Previous year C1194 Lacs). JSC United Phosphorus Limited, Russia: JSC United Phosphorus Limited is engaged in the distribution of technical and formulated products in Russia and other CIS countries. The Turnover for the year ended 31st March 2016 is C1412 Lacs (Previous year C1627 Lacs) and the Profit before tax is C-152 Lacs (Previous year C-1124 Lacs). United Phosphorus Inc., U.S.A. (Consolidated along with Group entities UPI Finance LLC, Cerexagri Inc (PA), USA, Cerexagri Delaware Inc, USA, Canegrass LLC, USA, RiceCo LLC, USA, Decco Post Harvest Inc (USA)) United Phosphorus Inc is engaged in the distribution of AI's as well as formulated products in the United States and Canada. UPI also provides technologies for pest management, aquatics, Turf & Ornamental as well as fumigants for grain storage. The Turnover is C231406 Lacs (Previous year C210915 Lacs) and the Profit before tax is C11194 Lacs (Previous year C9930 Lacs) Canegrass is Company for the distribution of Asulam (Sugarcane Herbicide) in the USA. RiceCo LLC is dedicated to meet specific technology needs of rice farmers in the USA. Its turnover during the year is C34475 Lacs and Profit before tax is C1481 Lacs. Decco US Post Harvest Inc is engaged in the production and selling of post harvest products and fumigants for use in the treatment of fresh agricultural produce. It has manufacturing facilities in Monrovia, CA and Yakima WA. RiceCo International, Inc. Bahamas: RiceCo International is a rice focused company operating mainly in Asia and Latin America. The Turnover for the year is C31046 Lacs (Previous year C25319 Lacs) and the Profit before tax is C6162 Lacs (Previous year C5528 Lacs). UPL Limited, MAURITIUS (Formerly known as Uniphos Limited, Mauritius): UPL Mauritius does Trading business. The Turnover for the year is C110706 Lacs (Previous year C52904 Lacs) and the Profit before tax is C39152 Lacs (Previous year C21857 Lacs). United Phosphorus Limited, Gibraltar: UPL Gibraltar does Trading operations and is engaged in commission agency work. UPL LIMITED, Gibraltar (Formerly Known as Uniphos Limited, Gibraltar): UPL Limited Gibraltar does Trading operations. The Turnover for the year is C168891 Lacs (Previous year C185428 Lacs) and the Profit before tax is C22113 Lacs (Previous year C32866 Lacs). United Phosphorus Cayman Limited: United Phosphorus Cayman Ltd, is a holding Company having branch in Columbia. The Turnover for the year is C29398 Lacs (Previous year C26469 Lacs) and the Profit before tax is C3680 Lacs (Previous year C-1744 Lacs). UPL Agro SA DE CV (Formerly Known as United Phosphorus de Mexico, S.A. de C.V: UPL Agro SA DE CV is engaged in sales and marketing of branded formulations in Mexico. This entity received the ESR award on parameters of business ethics, environment and community engagement. The Turnover for the year is C38209 Lacs (Previous year C32418 Lacs) and the Profit before tax for the year is C-616 Lacs (Previous year C-109 Lacs). Decco Jifkins Mexico Sapi: Decco Jifkins Mexico, SAPI De CV is primarily engaged in purchase, sale, distribution and import of goods and service in post harvest for fruits and vegetables in Mexico. The Turnover for the year is C782 Lacs (Previous year C768 Lacs) and the Profit before tax for the year is C-204 Lacs (Previous year C-285 Lacs). United Phosphorus do Brasil Ltda: United Phosphorus do Brasil Ltda is holding registrations of AI's as well as formulated products along with a long list of products in pipeline Uniphos Industria e Comercio de Produtos Quimicos Ltda: This is a holding company. UPL Do Brasil - Industria e Comercio de Insumos Agropecuarios S.A.: UPL do Brazil Ltda has a strong distribution network in Brazil for its AI's as well as formulated sales. It is located in Campinas and also has a manufacturing facility in Ituverava. The Sales Turnover for the year is C271189 Lacs (Previous year C147241 Lacs) and the Profit before tax for the year is C16110 Lacs (Previous year C13929 Lacs). UPL Costa Rica S.A. (Formerly known as Cerexagri Costa Rica, S.A.): UPL Costa Rica SA is engaged in marketing and distribution of Agro chemicals in Costa Rica. It also provides value added services such as contract spraying. The Turnover for the year is C21478 Lacs (Previous year C16282 Lacs) and the Profit before tax for the year is C321 Lacs (Previous year C-118 Lacs). UPL Bolivia S.R.L (Formerly Known as UP Bolivia S.A.): UPL Bolivia is engaged in the sales and marketing of agro chemicals in Bolivia. The Turnover for the year is C1550 Lacs (Previous year C657 Lacs) and the Profit before tax for the year is C-206 Lacs (Previous year C-214 Lacs). Icona Sanluis S A - Argentina: Icona Sanluis SA is a manufacturing and marketing company for selling formulated products in Argentina. It has a manufacturing plant in San Luis, Argentina. The Turnover for the year is C1382 Lacs (Previous year C8845 Lacs) and the Profit before tax for the year is C-2043 Lacs (Previous year C13 Lacs). DVA Technology Argentina S.A.: DVA Technology Argentina holds registrations in Argentina. UPL Argentina S A (formerly known as Icona S A - Argentina): The company is a manufacturing and marketing company for selling formulated products in Argentina. It has a manufacturing facility in Abott, Argentina. The Turnover for the year is C23177 Lacs (Previous year C24610 Lacs) and the Profit before tax for the year is C-3426 Lacs (Previous year C-1524 Lacs). Decco Chile SpA: Decco Chile SpA provides post harvest solutions to maintain the quality of fresh fruits and vegetables. The Turnover for the year is C1436 Lacs (Previous year C1219 Lacs) and the Profit before tax for the year is C100 Lacs (Previous year C139 Lacs). UPL Colombia SAS (Formerly Known as Evofarms Colombia SA): UPL Colombia is engaged in sales and marketing of agro chemicals for the Andean markets - Venezuela, Ecuador, Peru and Colombia. The Turnover for the year is C10177 Lacs (Previous year C6967 Lacs) and the Profit before tax for the year is C-1320 Lacs (Previous year C-712 Lacs). UP Aviation Limited, Cayman Island: UP Aviation Ltd owns the aircraft for Business purposes. UPL Management DMCC: UPL Management DMCC provides management services. The Turnover for the year is C10601 Lacs (Previous year C3750 Lacs) and the Profit before tax for the year is C5872 Lacs (Previous year C2324 Lacs). UPL Australia Limited (Formerly known as United Phosphorus Limited, Australia): UPL Australia is engaged in sales and marketing of branded agro chemicals in Australia. It holds the registrations as well as inventory for prompt supply of material to service local demand. The Turnover for the year is C13839 Lacs (Previous year C12844 Lacs) and the Profit before tax for the year is C1182 Lacs (Previous year C34 Lacs). UPL New Zealand Limited (Formerly known as United Phosphorus Limited, New Zealand): UPL New Zealand is engaged in distribution of Agro Chemicals in New Zealand. It holds the registrations as well as inventory for prompt supply of material to service local demand. The Turnover for the year is C324 Lacs (Previous year C496 Lacs) and the Profit before tax for the year is C6 Lacs (Previous year C33 Lacs). UPL Shanghai Ltd (Formerly known as United Phosphorus (Shanghai) Company Limited): UPL Shanghai is engaged in distribution of Company's products in China. It has purchased office in Shanghai and is engaged in purchase of actives and intermediates required by manufacturing facilities globally. UPL Limited Korea (Formerly known as United Phosphorus (Korea) Limited): UPL Korea was formed to grow UPL's agro chemical and fumigation business in Korea. The Turnover for the year is C198 Lacs (Previous year C255 Lacs) and the Profit before tax for the year is C193 Lacs (Previous year C-41 Lacs). PT. UPL Indonesia (Formerly Known as PT. United Phosphorus Indonesia): UPL Indonesia is doing business in Indonesia. It mainly caters to the requirements of strategic partners like Nufarm, FMC ad other top local companies as well as semi-government organization. The Turnover for the year is C1121 Lacs (Previous year C421 Lacs) and the Profit before tax for the year is C88 Lacs (Previous year C-157 Lacs). PT Catur Agrodaya Mandiri, Indonesia: The major business is branding and distribution of formulated products through a network of distributors in Indonesia. The company holds 50 plus registrations and has successfully commercialized most of these. The Turnover for the year is C4362 Lacs (Previous year C5841 Lacs) and the Profit before tax for the year is C-839 Lacs (Previous year C-155 Lacs). UPL Limited, Hong Kong (Formerly Known as United Phosphorus Limited, Hong Kong): UPL Hong Kong is engaged in the sales and marketing of agro chemicals in Hong Kong. It also acts as a supply source of raw material purchases of the manufacturing facilities. The Turnover 31st March 2016 is C54234 Lacs (Previous year C34048 Lacs) and the Profit before tax is C6870 Lacs (Previous year C3330 Lacs). UPL Philippines Inc. (Formerly Known as United Phosphorus Corp. Philippines): UPL Philippines is engaged in the distribution of agro chemicals in Philippines. It holds registrations and inventory for servicing domestic demand. It also provides value added services to plantation business in Philippines. The Turnover is C4901 Lacs (Previous year C2989 Lacs) and the Profit before tax is C383 Lacs (Previous year C84 Lacs). UPL Vietnam Co. Ltd. (Formerly Known as United Phosphorus Vietnam Co., Limited): UPL Vietnam is engaged in the manufacturing and marketing of branded agro chemical formulations in Vietnam. It also exports its production to Australia, South East Asia and few African countries as well, other than catering to local demand. The Turnover is C1 1558 Lacs (Previous year C6066 Lacs) and the Profit before tax is C1234 Lacs (Previous year C637 Lacs). UPL Limited, Japan (Formerly Known as United Phosphorus Limited, Japan): This entity is for registering and selling UPL products in Japan. The local presence in Japan has boosted access to Japanese technology and expertise, and built relations with other Japanese companies. UPL Japan sells both AI's as well as branded products which are formulated and repacked locally. The Turnover is C21038 Lacs (Previous year C15461 Lacs) and the Profit before tax is C513 Lacs (Previous year C286 Lacs). Anning Decco Fine Chemical Co. Limited, China: Anning Decco is a joint venture in China. The company is engaged in the production and distribution of Shellac. The Turnover for the year is C2630 Lacs (Previous year C3575 Lacs) and the Profit before tax is C196 Lacs (Previous year C266 Lacs). UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi (Formerly Known as Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey): The Company has a strong distribution network as well as brand presence in Turkey (mainly western region). The Turnover is C9205 Lacs (Previous year C7889 Lacs) and the Profit before tax is C-331 Lacs (Previous year C580 Lacs). UPL Agromed Tohumculuk Sa,Turkey: UPL Agromed has a strong marketing presence in the eastern part of Turkey. It also has a manufacturing and repacking facility in Turkey. The Turnover is C8344 Lacs (Previous year C8155 Lacs) and the Profit before tax is C-14 Lacs (Previous year C999 Lacs). Safepack Products Limited, Israel: Safepack is engaged in the production and distribution of Post Harvest Products in Israel and export to neighboring countries. The Turnover is C3672 Lacs (Previous year C3337 Lacs) and the Profit before tax is C-517 Lacs (Previous year C-341 Lacs). Citrashine (Pty) Ltd, South Africa (Formerly known as Friedshelf 1114 (Pty) Ltd,South Africa): Citrashine is engaged in the manufacturing and distribution of chemicals and waxes for the post harvest treatment of fruits and vegetables and operates primarily in South Africa. The Turnover is C1714 Lacs (Previous year C2445 Lacs) and the Profit before tax is C-197 Lacs (Previous year C-61 Lacs). Prolong Limited: The company is engaged in the distribution and leasing of air purification machines for packing houses in the agricultural industry. The Turnover is C249 Lacs (Previous year C239 Lacs) and the Profit before tax is C4 Lacs (Previous year C-18 Lacs). UPL Portugal Unipessoal LDA: UPL Portugal Unipessoal LDA is a new entity which will start operations shortly. Decco Italia SRL,Italy: Decco Italia SRL is engaged in the production and selling of post harvest products and fumigants for use in the treatment of fresh agricultural produce. The Turnover is C3387 Lacs (Previous year C2924 Lacs) and the Profit before tax is C409 Lacs (Previous year C190 Lacs). UPL Paraguay S.A. (Formerly Known as United Phosphorus Paraguay S.A.): UPL Paraguay is engaged in the sales and marketing of agro chemicals in Paraguay. The Turnover is C285 Lacs (Previous year C533 Lacs) and the Profit before tax is C-41 Lacs (Previous year C55 Lacs). UPL Africa SARL: UPL Africa is established for sales in African region. It holds registration for sales in CILSS countries in Africa. Details of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year: a) New subsidiaries: 1. Perry Participacocs S A. b) Cessation of subsidiaries: 1. Agrichem polska 2. Aspen Holding SAS 3. United Phosphorus Limited Belgium 4. SD Agrichem 5. JPB Courtage Related Party Transactions: All Related Party Transactions entered into during the year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The same can be accessed on www.uplonline.com/investors Insurance All the properties and operations of the Company have been adequately insured. Auditors: a) Statutory Auditors The Company's Auditors, Messrs S R B C & Co. LLP, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The auditors have given an un-modified audit report. b) Cost Auditors Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost account records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs RA & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 201617 on a remuneration of C6.25 lakhs. The Cost Auditors have submitted a certificate of their eligibility for such appointment. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs RA & Co., Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting. For the year 2015-16, the due date for filing the Cost Audit Report is 27th September, 2016 and the same will be filed in due course. The Cost Audit Report for the year 2014-15 was filed on 30th September, 2015. c) Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs N.L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure 2". Depository System 98.33% of the total paid-up equity shares of the Company are dematerialised as on 31st March, 2016. Directors In accordance with the provisions of section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Kalyan Banerjee and Mr. Rajnikant Devidas Shroff, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The information of Directors seeking appointment/ re-appointment as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the notice covering the Annual General Meeting of the Company. During the year, Dr. P. V. Krishna, Independent Director has resigned from the Board of Directors of the Company with effect from 1st October, 2015. The Board takes this opportunity to place on record its deep sense of appreciation for the support and invaluable contribution made by Mr. Dr. P. V. Krishna during his tenure as a Director of the Company. To fill up the vacancy of independent director due to resignation UPL of Dr. P. V. Krishna, the Board appointed Mr. Vasant Prakash Gandhi as an Additional Director on the Board of the Company with effect from 23rd November, 2015. Mr. Vasant Prakash Gandhi is Professor at the Indian Institute of Management, Ahmedabad (IIMA). He holds a Ph.D. from Stanford University, a Post-Graduate Diploma in Management (MBA) from IIM Ahmedabad, and a Bachelor of Science in Agriculture from GB Pant University, Pantnagar. He is Chairman of IIMA's Centre for Management in Agriculture, has been on the Board of IIMA, and the founder Chairman of IIMA's Post Graduate Programme in Agri-Business Management which is currently ranked no.1 in the world. Professor Gandhi has worked with the World Bank and the International Food Policy Research Institute (IFPRI) in Washington, and at the grassroots level in India. He has been visiting Professor at the University of Sydney, and the James Cook University in Australia. A well-known economist and management expert, he has been consultant & advisor to numerous organizations. He has researched and published extensively in the domain of agriculture and food and has been Chairman or member of the Editorial Boards of a number of national and international journals which will greatly contribute to the functioning of the Company. In terms of sections 149, 152 read with Schedules IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Director can hold office for a term of upto five (5) consecutive years on the Board of Directors and will not be liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Vasant Prakash Gandhi as Independent Director of the Company for a period of five years. The Company has received declaration from Mr. Vasant Prakash Gandhi confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the independent directors have given declaration that they meet the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to the provisions of the Companies Act, 2013, and Regulation 25(4)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation was carried out of the performance of the Board and the directors individually. Various parameters were considered for evaluation and after receiving the inputs from the Directors, the performance evaluation exercise was carried out. The parameters included integrity, credibility, expertise and trustworthiness of directors, Board's monitoring of various compliances, laying down and effective implementation of various policies, level of engagement and contribution of the directors, safeguarding the interest of all stakeholders etc. The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was carried out by the Board. The directors expressed their satisfaction with the evaluation process. Remuneration policy: The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, Senior management and their remuneration. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, independent nature of the directors, personal and professional standing, diversity of the Board, etc. The remuneration policy lays down the entitlements of remuneration to non-executive directors such as sitting fees, commission and other reimbursement. Remuneration to managing director and other executive directors will be consisting of monthly salary, allowances, perquisites, bonus, commission and other retiral benefits. In respect of senior management, the remuneration will be based on the performance, working of the Company, targets achieved, KPI, industry benchmark and current compensation trends in the industry. Familiarization Programme for the Independent Directors: Pursuant to the SEBI regulations the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc. Through the Familiarization programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company's vision, core values, ethics and corporate governance practices. At the time of appointment of independent director, a formal letter of appointment is given to him, which explains his role, responsibility and rights in the Company. Subsequently they are appraised of the Company's policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to appraise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company. Eminent personalities are invited to educate the independent directors about the latest happenings relevant to the duties, rights and responsibilities of the independent directors. Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www.uplonline.com Personnel As on 31st March, 2016 the company had 3339 employees in India and 4804 employees globally, an addition of 25.5% in workforce to achieve our ambitious targets. UPL continues to nurture one of its Core Value "Caring for employees to work in an open and learning environment". The past year saw the launch of several platforms for employee skill development to deliver even better results on the job. Some of these programmes are as under: Udaan: This program has been conceptualized with a view to align Corporate SCM goals in safety, reliability and growth with the priorities on the job skills and performance of shop floor employees. So far, 908 employees of our India Manufacturing workforce has benefitted from the program. Internal Learning & Development: The Company has setup in house learning and development department based in Mumbai. During the year 2015-16, more than 1000 employees have attended various professional skill development programs, developed and conducted in India, Dubai and China. The Company continues to build on the foundation of treating employees with dignity, open communications and focus on inspiring goals. The Company has placed renewed focus on systematic identification of talent and rotation across business and geographies to nurture next generation leaders to support its growth aspirations. Particulars of Employees The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexures 3 and 4 hereunder and forms part of this Report. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sections 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 5 to this Report. Directors Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, the directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) That in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. b) That such accounting policies as mentioned in Note 2.1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date. c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That the annual financial statements have been prepared on a going concern basis. e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Corporate Governance Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussions and Analysis Report forms part of this Report. Auditor's certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report. Dealing with securities which have remained unclaimed Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in the process of sending reminders to those Members whose share certificates have remained unclaimed, to contact the Company immediately in the matter. The Company, after following the prescribed procedure will dematerialize unclaimed shares which are retained with the Company. These shares would be held by the Company on behalf of the holders of such shares in an "Unclaimed Suspense Account" to be opened with a depository. At the end of seven years, hereof, these shares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed in respect of such shares shall also be held in a separate suspense account and would likewise be transferred to IEPF at the end of seven years. Members may note that the lawful claimant in respect of these shares / dividend will be able to claim such shares dividend from the Company till such time they remain in the unclaimed suspense account as aforesaid. Consolidated Financial Statements Consolidated Financial statements are prepared for the year 2015-2016 in compliance with the provisions of the Companies Act, applicable Accounting Standards and as prescribed under the SEBI regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditors Report thereon form part of the Company's Annual Report. They are also put up on the website of the Company www.uplonline.com Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 6". Listing of the Company's Equity Shares The equity shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees. Acknowledgement: Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support. For and on behalf of the Board Rajnikant Devidas Shroff Chairman & Managing Director (DIN: 00180810) Date : 29th April, 2016 Place : Mumbai Registered Office: 3-11, G.I.D.C., Vapi Dist. Valsad, Gujarat Pin: 396195. |