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Incredible?
Can you Imagine THIS !!
We Can
Vision Statement
To be world class organisation by:
Enhancing values to our customers and other stakeholders.
n
Caring for employee to work as a motivated team in an open and learning
n
environment.
Setting challenging new standards of performance.
n
Focusing on total quality,innovation and responsible care towards the
n
environment.
Mission Statement
We are in the business of:
Manufacturing and Supplying Crop Protection and Speciality Chemicals
Worldwide.
Providing solutions to optimise farm productivity for the farmer through
innovative and cost effective products to provide the customer better value
for money.
United Phosphorus Limited
24th Annual Report 2007-2008
CONTENTS
Page No(s).
Consolidated Financial Highlights at a glance for last five years
2
Board of Directors, etc.
3
Notice
4-8
Directors Report
9-17
Corporate Governance
18-24
Management Discussion and Analysis
25-26
Auditors Report
27-29
Balance Sheet
30
Profit and Loss Account
31
Cash Flow Statement
32-33
Schedules forming part of the Balance Sheet-A to N
34-45
Schedules forming part of the Profit and Loss Account-O to S
46-47
Notes on Accounts- Schedule T
48-63
Statement pursuant to exemption under section 212(8) of the Companies Act, 1956
relating to Subsidiary Companies
64
Statement pursuant to section 212 of the Companies Act, 1956
relating to Subsidiary Companies
65
CONSOLIDATED FINANCIAL STATEMENTS
Auditors Report
66-67
Balance Sheet
68
Profit and Loss Account
69
Cash Flow Statement
70
Schedules forming part of the Balance Sheet-A to N
71-77
Schedules forming part of the Profit and Loss Account-O to R
78-79
Notes on Accounts- Schedule S
80-91
24th ANNUAL GENERAL MEETING
Date :
18th September, 2008
Day :
Thursday
Time :
10.30 a. m.
Place :
Hotel Green View Hall,
National Highway No.8,
G.I.D.C., Vapi 396 195.
For assistance regarding share transfers, transmission,
change of address, duplicate/loss of shares and other
related matters, please write to the Registrars &
Share Transfer Agents
Sharepro Services(India) Pvt. Ltd.
Unit : United Phosphorus Ltd.
Satam Estate, 3rd Floor,
Above Bank of Baroda,
Cardinal Gracious Road,
Chakala, Andheri (East),
Mumbai- 400 099.
Phone No(s). : 91-022-6772 0300 / 6772 0346
Fax No.
: 91-022-2837 5646
BOOK CLOSURE
Saturday, 6th September, 2008
to
Thursday, 18th September, 2008
1
CONSOLIDATED FINANCIAL HIGHLIGHTS AT A GLANCE FOR LAST FIVE YEARS
(Rupees in Crores)
Accounting Year
2003-04
2004-05
2005-06
2006-07
2007-08
Sales
1054
1356
1669
2311
3516
Total Income
1108
1423
1802
2471
3762
Earnings before Depreciation, Interest,
Amortisation and Tax (EBDITA)
292
356
490
588
737
Profit after tax & minority interest
101
156
216
258
258
Gross Fixed Assets
920
1004
1100
2223
2497
Net Fixed Assets
549
562
652
1092
1280
Net worth
459
781
1276
1495
2238
Earning per share
5.66
8.69
11.57
13.04
11.64
Book Value per share
31.39
47.15
68.20
79.71
101.87
Debt Equity Ratio
1.36:1
0.78:1
0.95:1
1.31:1
0.70:1
9.64
11.59
13.06
11.16
7.40
Net Profit/Sales (%)
Dividend on Equity Share (%)
Return on Net worth (%)
30
40
50
60
100
22.12
20.13
17.07
17.26
11.57
SALES
EBIDTA
800
3200
Rs. in crores
Rs. in Crores
3800
2600
2000
1400
800
600
400
200
0
2003-04 2004-05 2005-06 2006-07 2007-08
Years
2004-05
2005-06
2006-07
2007-08
Years
Debt - Equity Ratio
Dividend on Equity Share (%)
120
Percentage %
5
2.2
5
1.7
Ratio
2003-04
5
1.2
5
0.7
100
80
40
5
0.2
Years
Years
11.16
10
9.64
7.34
5
2500
2000
1500
1000
20
07
-0
8
20
06
-0
7
20
05
-0
6
20
04
-0
5
500
Years
2
Net Worth
Rs. in Crores
13.06
11.59
20
03
-0
4
Percentage %
Net Profit % To Sales
15
0
2003-04 2004-05 2005-06 2006-07 2007-08
Years
BOARD OF DIRECTORS
MR. R. D. SHROFF
MRS. S. R. SHROFF
MR. J. R. SHROFF
MR. V. R. SHROFF
MR. A. C. ASHAR
MR. K. BANERJEE
MR. PRADEEP GOYAL
DR. P. V. KRISHNA
DR. (MRS) R. RAMACHANDRAN
MR. PRADIP MADHAVJI
MR. VINOD SETHI
MR. CHIRAYU R. AMIN
-
Chairman & Managing Director
Vice Chairman
Global CEO of the Group
Executive Director
Director Finance
Whole - time Director
COMPANY SECRETARY
MR. M. B. TRIVEDI
AUDITORS
S. V. GHATALIA & ASSOCIATES
Chartered Accountants
BANKERS
Dena Bank
Bank of Baroda
State Bank of India
Union Bank of India
Canara Bank
Centurion Bank Ltd.
IDBI Bank Ltd.
Punjab & Sind Bank
The Karur Vysya Bank Ltd.
Axis Bank Ltd.
Andhra Bank
State Bank of Hyderabad
Export-Import Bank of India
ICICI Bank Ltd.
ING Vysya Bank Ltd.
ADMINISTRATIVE OFFICE
Uniphos House, C.D.Marg,
Khar (West), Mumbai- 400 052
Tel.: 2646 8000 Fax: 2604 1010
REGISTERED OFFICE
3-11, G.I.D.C., Vapi,
Dist. : Valsad, Gujarat-396 195.
Tel.: 0260-2400717. Fax: 0260-2401823.
SECRETARIAL DEPARTMENT
8, Shri Krishna Commercial Centre,
Ground Floor, Opp. Raheja Solitaire,
6, Udyog Nagar, Off S. V. Road,
Goregaon (West), Mumbai- 400 062.
Tel.: 2872 4862. Fax: 2875 3485.
3
NOTICE
NOTICE is hereby given that 24th ANNUAL GENERAL MEETING of the Members of UNITED PHOSPHORUS LIMITED will be
held on Thursday, 18th September, 2008 at 10.30 a. m. at Hotel Green View Hall, National Highway No. 8, G.I.D.C., Vapi - 396
195, to transact the following business:
ORDINARY BUSINESS:
1.
To consider and adopt the audited Balance Sheet as at 31st March, 2008, Profit and Loss Account for the year ended on
that date and the Reports of the Board of Directors and Auditors thereon.
2.
To declare dividend on equity shares.
3.
4.
To appoint a Director in place of Mr. J. R. Shroff, who retires by rotation and being eligible, offers himself for re-appointment.
To appoint a Director in place of Dr. P. V. Krishna, who retires by rotation and being eligible, offers himself for reappointment.
5.
To appoint a Director in place of Mr. Pradeep Goyal, who retires by rotation and being eligible, offers himself for reappointment.
6.
To appoint a Director in place of Mrs. S. R. Shroff, who retires by rotation and being eligible, offers herself for reappointment.
7.
To appoint Auditors and fix their remuneration.
SPECIAL BUSINESS:
8.
To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:
RESOLVED THAT in accordance with the provisions of Sections 198, 269 and 309 read with Schedule XIII and all other
applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the
time being in force), the consent of the Company be and is hereby accorded to the reappointment of Mr. Rajju D. Shroff
as Chairman and Managing Director of the Company, for a period of 5 (five) years with effect from 1st October, 2008, on
the terms and conditions including remuneration as are set out in the agreement to be entered into between the Company
and Mr. Rajju D. Shroff, a draft whereof is placed before this meeting which agreement is hereby specifically sanctioned
with liberty to the Board of Directors (hereinafter referred to as the Board which term shall be deemed to include the
Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said reappointment
and/or remuneration and/or agreement, subject to the same not exceeding the limits specified in Schedule XIII to the
Companies Act, 1956, including any statutory modification or re-enactment thereof for the time being in force or as may
hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto as may be
agreed to between the Board and Mr. Rajju D. Shroff.
RESOLVED FURTHER THAT where in any financial year the Company has no profits or its profits are inadequate, the said
Mr. Rajju D. Shroff shall be paid the aforementioned remuneration as minimum remuneration subject however to the
limits prescribed under the said Schedule XIII or any modifications thereof.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper or
expedient to give effect to this resolution.
9.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
time being in force), the consent of the Company be and is hereby accorded to the reappointment of Mr. Arun C. Ashar,
as Whole-time Director designated as Director - Finance, for a period of 5 (five) years with effect from 1st October, 2008,
on the terms and conditions including remuneration as are set out in the agreement to be entered into between the
Company and Mr. Arun C. Ashar, a draft whereof is placed before this meeting which agreement is hereby specifically
sanctioned with liberty to the Board of Directors (hereinafter referred to as the Board which term shall be deemed to
include the Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said
reappointment and/or remuneration and/or agreement, subject to the same not exceeding the limits specified in Schedule
XIII to the Companies Act, 1956, including any statutory modification or re-enactment thereof for the time being in force
or as may hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto as
may be agreed to between the Board and Mr. Arun C. Ashar.
Mr. Arun C. Ashar shall be paid the aforementioned remuneration as minimum remuneration subject however to the
10.
4
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
time being in force), the consent of the Company be and is hereby accorded to the reappointment of Mr. Kalyan Banerjee,
as Whole-time Director, for a period of 5 (five) years with effect from 1st October, 2008, on the terms and conditions
including remuneration as are set out in the agreement to be entered into between the Company and Mr. Kalyan Banerjee,
a draft whereof is placed before this meeting which agreement is hereby specifically sanctioned with liberty to the Board
of Directors (hereinafter referred to as the Board which term shall be deemed to include the Remuneration Committee
constituted by the Board) to alter and vary the terms and conditions of the said reappointment and/or remuneration and/
or agreement, subject to the same not exceeding the limits specified in Schedule XIII to the Companies Act, 1956,
including any statutory modification or re-enactment thereof for the time being in force or as may hereafter be made by the
Central Government in that behalf from time to time, or any amendments thereto as may be agreed to between the Board
and Mr. Kalyan Banerjee.
11.
12.
13.
Mr. Kalyan Banerjee shall be paid the aforementioned remuneration as minimum remuneration subject however to the
RESOLVED THAT in accordance with the provisions of Section16, 94 and other applicable provisions, if any, of the
Companies Act, 1956 (including any statutory modifications or re-enactment thereof, for the time being in force), the
Authorised Share Capital of the Company be and is hereby increased from Rs.300,00,00,000/- (Three Hundred Crores)
divided into 27,50,00,000 (Twenty Seven Crores Fifty Lacs) Equity Shares of Rs.2/- (Rupees Two) each, 1,40,00,000 (One
Crore Forty Lacs) Preference Shares of Rs.100/- (Rupees One Hundred) each and 50,00,000 (Fifty Lacs) Preference Shares
of Rs.10/- each to Rs.400,00,00,000/- (Rupees Four Hundred Crores ) divided into 127,50,00,000 (One Hundred
Twenty Seven Crores Fifty Lacs) Equity Shares of Rs.2/- (Rupees Two) each, 1,40,00,000 (One Crore Forty Lacs) Preference
Shares of Rs.100/- (Rupees One Hundred) each and 50,00,000 (Fifty Lacs) Preference Shares of Rs.10/- each and
consequently the existing Clause V of Memorandum of Association of the Company relating to Share Capital be and is
hereby altered by deleting the same and substituting in its place and stead the following as new Clause V.
V.
The Authorised Capital of the Company is Rs.400,00,00,000/- (Rupees Four Hundred Crores ) divided into
127,50,00,000 (One Hundred Twenty Seven Crores Fifty Lacs) Equity Shares of Rs.2/- (Rupees Two) each, 1,40,00,000
(One Crore Forty Lacs) Preference Shares of Rs.100/- (Rupees One Hundred) each and 50,00,000 (Fifty Lacs)
Preference Shares of Rs.10/- each with power to increase or reduce the capital of the Company and to divide the
shares in the capital for the time being into several classes and to attach thereto respectively such rights as may be
determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate
or abrogate any such rights in such manner as may for the time being be provided in the Articles of Association of
the Company.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to Section 31 and all other applicable provisions, if any, of the Companies Act, 1956
(including any statutory modification or re-enactment thereof, for the time being in force), the Articles of Association of the
Company be and is hereby altered as under:
Existing Article No.3 of the Articles of Association of the Company, be and is hereby deleted and be substituted by the
following Article:
3.
The Authorised Share Capital of the Company is Rs.400,00,00,000/- (Rupees Four Hundred Crores ) divided into
127,50,00,000 (One Hundred Twenty Seven Crores Fifty Lacs) Equity Shares of Rs.2/- (Rupees Two) each, 1,40,00,000
(One Crore Forty Lacs) Preference Shares of Rs.100/- (Rupees One Hundred) each and 50,00,000 (Fifty Lacs)
Preference Shares of Rs.10/- each, with power to increase or reduce the capital of the Company and to divide the
shares in the capital for the time being into several classes and to attach thereto respectively such preferential,
deferred, qualified, guaranteed or special rights, privileges or conditions as may be determined by or in accordance
with the Articles of Association of the Company for the time being and to vary, modify, amalgamate or abrogate any
such rights, privileges or conditions, in such manner as may be permitted by the Act or the Articles of the Company
for the time being.
RESOLVED THAT
(a)
subject to such consents and approvals as may be required, and such conditions and modifications, as may be
considered necessary and agreed to by the Board of Directors of the Company (hereinafter referred to as the Board
which expression shall also include a Committee thereof), a sum of Rs. 43,92,91,512 to be increased by a further
sum that may be required on account of any conversion of Foreign Currency Convertible Bonds or exercise of the
options attached to the warrants issued to the Promoters after 31st March, 2008 up to the RECORD DATE to be fixed,
as may be determined to be required by the Board, out of the amount of Rs.1073.87 crores standing to the credit of
the Securities Premium Account as at 31st March, 2008, be capitalized and transferred from the Securities Premium
Account to Share Capital Account and that such sum as may be determined to be required shall be applied for
allotment of New Equity shares of the Company of Rs.2/- each as fully paid Bonus Shares to the persons who, on a
date to be hereafter fixed by the Board (the RECORD DATE), shall be the holders of the existing Equity Shares of
Rs.2/- each of the Company on the said date and that such New Equity Shares out of the Companys unissued Equity
Shares, credited as fully paid, be accordingly allotted as Bonus Shares to such persons respectively as aforesaid in
the proportion of 1 (One) new Equity Share for every 1 (One) existing Equity Share held by such persons respectively
on the Record Date, upon the footing that they become entitled thereto for all purposes as capital;
(b) the New Equity shares of Rs.2/- each to be allotted as Bonus Shares shall be subject to the Memorandum and Articles
of Association of the Company and shall rank pari passu in all respect with and carry the same rights as the existing
Equity Shares and shall be entitled to participate in full in any dividends declared after the Bonus Shares are allotted;
(c)
no letter of Allotment shall be issued to the allottees of the Bonus Shares and the Share Certificates in respect of the
New Equity Shares shall be issued and dispatched to the allottees thereof within the period prescribed or that may
be prescribed in this behalf from time to time, except that the Bonus Shares will be credited to the demat accounts
of the allottees who are holding the existing Equity Shares in electronic form;
(d) the allotment of the fully paid New Equity Shares as Bonus Shares to the extent that they relate to non-resident
members of the Company, shall be subject to the approval of the Reserve Bank of India, under the Foreign Exchange
Management Act, 1999, if necessary;
(e)
the allotment of equity shares to be made in case of conversion of outstanding Foreign Currency Convertible Bonds
or application for shares against warrants issued to promoters on preferential basis or exercise of options by Eligible
Employees under the Employees Stock Option Plan, 2008 subsequent to the RECORD DATE, be increased
proportionately by making adjustments on account of issue of the bonus shares.
5
(f)
For the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts and
things and give such directions as may be necessary or desirable and to settle all questions or difficulties whatsoever
that may arise with regard to the issue, allotment and distribution of the New Equity Shares.
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. The instrument appointing proxy in
order to be effective should be duly stamped, completed and signed and should be deposited at the Registered Office of
the Company not later than 48 hours before the time fixed for the meeting.
2.
All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on
all working days except Saturdays between 11.00 a.m. and 1.00 p.m. up to the date of 24th Annual General Meeting.
3.
Members/Proxies should bring the Attendance Slip duly filled in for attending the meeting.
4.
The Register of Members and The Share Transfer Books of the Company will remain closed from Saturday, 6th September,
2008 to Thursday, 18th September, 2008 (both days inclusive).
5.
The Members are requested to kindly send all their correspondence relating to the change of address, transfer of shares,
etc. directly to the Companys Registrar & Transfer Agents Sharepro Services (India) Pvt. Ltd., Unit : United Phosphorus
Limited, Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (E), Mumbai 400 099,
quoting their Folio Number and in case their shares are held in dematerialised form, the intimation of change of address
should be passed on to their respective Depository Participants.
6.
Payment of dividend as recommended by the Directors, if declared at the Meeting, will be made on or after 24th September,
2008 to the Members whose names stand in the Companys Register of Members on 18th September, 2008 and to the
Beneficiary Holders as per the Beneficiary List provided for the purpose by the National Securities Depository Limited and
Central Depository Services (India) Limited.
7.
Members seeking any information with regard to Accounts are requested to write to the Company at an early date so as to
enable the management to keep the information ready.
8.
Pursuant to the provisions of Section 205A of the Companies Act, 1956, unclaimed dividend for the financial year 199495 has been transferred to the General Revenue Account of the Central Government as required by the Companies
Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978. Members who have
not encashed the Dividend Warrants pertaining to the said period may make their claims to the Registrar of Companies,
Gujarat, Ahmedabad by submitting an application in prescribed form.
9.
There is no outstanding unclaimed dividend for the year 1995-96.
10.
Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, as amended(a)
Dividend for the year 1996-97 which remained unclaimed for a period of seven years from the date of transfer of
same to the unpaid dividend account of the Company have been transferred to the Investor Education and Protection
Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.
(b)
Dividend for the years 2003-04 to 2006-07 which remain unclaimed for a period of seven years from the date of
transfer of same to the unpaid dividend account of the Company will be transferred to the Investor Education and
Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.
Members who have not so far encashed the Dividend Warrant(s) are requested to make their claims to the Company
immediately. It may be noted that once the unclaimed dividend is transferred to the Investor Education and
Protection Fund, no claim shall lie, against the Company or the said fund, in respect thereof.
11.
Additional information on Directors being appointed/re-appointed as required under Clause 49(VI) of the listing agreement
with the Stock Exchanges:
At the ensuing Annual General Meeting, Mr. J. R. Shroff, Dr. P. V. Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff,
Directors, retire by rotation and being eligible offer themselves for reappointment. In pursuance of Corporate Governance
code, information of the aforesaid Directors is provided hereunder:
6
(a)
Mr. J. R. Shroff is the Director of the Company since 1st October, 1992 and is a science graduate. He has worked with
the Group for more than 15 years. He has substantial experience in various areas of the Groups operations. He is
also a Director on the Board of various other public limited companies, viz. Uniphos Enterprises Ltd., Uniphos Agro
Industries Ltd., Enviro Technology Ltd., Nivi Trading Ltd., Ventura Guaranty Ltd., SWAL Corporation Ltd., UPL Djai
Power Ltd., Advanta India Ltd., Bharuch Enviro Infrastructure Ltd., Agri Net Solutions Ltd., Search Enviro Ltd.,
Shivalik Solid Waste Management Ltd., UPL Environmental Engineers Ltd., Nirlon Ltd., Latur Water Supply
Management Co. Ltd., Sharvak Environment Ltd. and Entrust Environment Ltd.
(b)
Dr. P. V. Krishna is the Director of the Company since 31st January, 2002. He is a member of the Audit Committee,
Shareholders/Investors Grievance Committee and Remuneration Committee. He is Ph.D.(Tech.). He is a Chemical
technologist with specialisation in chemicals and petrochemicals. He has over 40 years experience in Research &
Development and industry and held various positions in Government of Gujarat and Government of India. He is
presently a Project Consultant for Chemicals, Petro Chemicals, Safety Management and Environment Planning. He
has got an excellent technical background.
(c)
Mr. Pradeep Goyal is the Director of the Company since 29th March, 2001. He is a Metallurgy Engineer from IIT and
Master Graduate from MIT, USA. He has been the member of various associations such as All India Manufacturers
Organisation, ASSOCHAM, Indo-German Chambers of Commerce, etc. He has authored a few articles relating to
steel making. He is the Managing Director of Pradeep Metals Ltd. He is also on the Board of Uniphos Enerprises Ltd.,
Nelito Systems Ltd., Indian Resources Information and Management Technology Ltd., Flashnet Infor Solutions
(India) Ltd. and Hind Rectifiers Ltd.
(d)
Mrs. S. R. Shroff is the Director of the Company since 1st October, 1992. She has been associated with Uniphos
Enterprises Ltd. (erstwhile United Phosphorus Ltd.) since its inception. She has held various important positions in
commercial, educational and social fields. She is on the Board of Uniphos Enterprises Ltd., Uniphos Agro Industries
Ltd., Enviro Technology Ltd., Nivi Trading Ltd., Shroff United Chemicals Ltd., Bharuch Enviro Infrastructure Ltd.,
Vapi Effluent and Waste Management Co. Ltd., Ventura Guaranty Ltd. and UPL Environmental Engineers Ltd.
Mumbai: 24th July, 2008
By Order of the Board of Directors
Registered Office :
3-11, G.I.D.C., Vapi,
Dist. Valsad,
Pin - 396 195.
M. B. TRIVEDI
Company Secretary
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.
The Explanatory Statement for Item Nos. 8 to 13 of the accompanying Notice set out hereinabove is as under:
Item Nos. 8 to 10
Subject to shareholders approval, the Board of Directors of the Company, at its meeting held on 24th July, 2008, have reappointed Mr. Rajju D. Shroff as Chairman and Managing Director, Mr. Arun C. Ashar as Whole-time Director designated as
Director-Finance and Mr. Kalyan Banerjee, as Whole-time Director for a period of 5 years commencing from 1st October, 2008
on the terms and conditions as stated in the draft of agreements to be entered into by the Company with the aforesaid Directors.
The Remuneration Committee of the Board of Directors has approved the remuneration in respect of each of the above
Directors.
The broad particulars of remuneration payable to and the terms of the respective reappointments of Mr. Rajju D. Shroff, Mr. Arun
C. Ashar and Mr. Kalyan Banerjee during the tenure of their respective reappointments are as under:
a)
b)
Salary:
Name
Designation
Salary Rs. per month including Dearness and
all other allowances
Mr. Rajju D. Shroff
Mr. Arun C. Ashar
Mr. Kalyan Banerjee
Chairman and Managing Director
Director-Finance
Whole-time Director
17,00,000/5,00,000/1,50,000/-
Commission:
Such amount of Commission not exceeding 1% (one percent) of net profits of the Company, to each of the appointees, as
may be decided by the Board of Directors for each financial year.
c)
Perquisites:
Perquisites as follows shall be allowed in addition to the salary and commission to each of the appointees. The perquisites
will be evaluated on the basis of the cost to the Company or as provided in the Income-tax Act 1961 or rules framed
thereunder, as may be applicable:
(i)
Housing:
(a)
If residential accommodation is provided in a company owned house, then a deduction at 10% of the salary
of the appointee shall be made;
(b)
If the Company hires residential accommodation for the appointee, the expenditure on hiring unfurnished
accommodation will not exceed 60% of his salary;
(c)
If the company does not provide residential accommodation to the appointee, the appointee shall be paid
such house rent allowance not exceeding 60% of his salary as the Board may decide;
(ii)
The expenditure incurred by the appointee on Gas, Electricity, Water and Furnishing shall be reimbursed by the
Company as per Income-tax Rules,1962, and the same shall not exceed 10% of the salary of the Appointee;
(iii)
Reimbursement of all Medical expenses actually incurred for self and family;
(iv)
Leave travel concession for self and family once in a year in accordance with the rules of the company;
(v)
Fees of clubs subject to a maximum of two clubs. However, life membership and admission fees, shall not be paid
by the Company;
(vi)
Personal Accident Insurance of an amount, the annual premium of which shall not exceed Rs.4,000/-;
(vii)
Contribution towards Provident Fund, Superannuation Fund or Annuity Fund as per rules of the Company;
(viii) Gratuity payable at the rate of half a months salary for each completed year of service, and the same will not be
included in perquisites;
(ix)
Car with driver shall be provided for use on companys business and the same will not be considered as perquisites;
use of car for private purposes shall however, be billed by the Company;
(x)
Telephone at residence will be provided and the same will not be considered as perquisite but personal long
distance calls shall be billed by the Company;
(xi)
Actual Entertainment expenses incurred for the business of the Company will be reimbursed;
(xii)
Even if in any financial year, the Company has no profits or profits are inadequate, the aforesaid salary and
perquisites will be payable as minimum remuneration.
7
The draft agreements to be entered into between the Company and each of Mr. Rajju D. Shroff, Mr. Arun C. Ashar and Mr.
Kalyan Banerjee respectively incorporating the above particulars of remuneration are available for inspection by the
Members of the Company at the Registered Office of the Company on all working days (except Saturdays), up to the date
of the 24th Annual General Meeting between 11.00 a.m. and 1.00 p.m.
The above may be treated as an abstract of the terms of the contract/agreements proposed to be entered into between the
Company and Mr. Rajju D. Shroff, Mr. Arun C. Ashar and Mr. Kalyan Banerjee respectively pursuant to Section 302 of the
Companies, Act, 1956.
Mr. Rajju D. Shroff, Mr. Arun C. Ashar and Mr. Kalyan Banerjee are interested in the resolutions which pertain to their
respective reappointments and remuneration payable to each of them. Further, Mrs. S. R.Shroff, Mr. J. R.Shroff and Mr. V.
R.Shroff may also be deemed to be interested in the resolutions pertaining to the reappointments and remuneration
payable to Mr. Rajju D.Shroff as they are related to each other. Save and except the above, none of the other Directors of
the company is, in any way, concerned or interested in the resolutions.
As per Part I (c) (ii) of Schedule XIII of the Companies, Act, 1956, the aforesaid reappointment of Mr. R. D. Shroff and the
remuneration payable to him is required to be approved by the members in General Meeting by passing a special
resolution as he has attained the age of 70 years and he is a relative of Mrs. S. R. Shroff, Mr. J. R. Shroff and Mr. V. R.Shroff,
Directors of the Company. Mr. Kalyan Banerjee will attain the age of 70 years during the period of re-appointment and his
re-appointment and remuneration is required to be approved by members in general meeting by passing a special
resolution. The reappointment of Mr. Arun C. Ashar and the remuneration payable to him is required to be approved by
the members in General Meeting. Your Directors commend the resolutions at Item Nos. 8 to 10 of the Notice for approval.
Item No. 11
The present Authorised Capital of the Company is Rs.300 Crores. In order to facilitate the capitalisation of reserves as set out in
the Resolution at Item No. 13 of the Notice, it is proposed to increase the Authorised Capital from Rs. 300 crores to Rs.400 Crores
in the manner as set out in the Notice in accordance with Section 94 of the Companies Act, 1956. Consequently, Clause V of
the Memorandum of Association of the Company is proposed to be altered.
The alteration of the capital clause of the Memorandum of Association of the Company is purely consequential, in accordance
with the provisions of Section 16 of the Companies Act, 1956.
Directors recommend the resolution for approval of the shareholders.
A copy of the Memorandum of Association of the Company showing proposed alterations is available for inspection at the
Registered Office of the Company during office hours on all working days except Saturdays between 11.00 a.m. and 1.00 p.m.
up to the date of the 24th Annual General Meeting.
None of the Directors of the Company is, in any way, concerned or interested in the resolution.
ITEM NO. 12
The alteration to Article 3 of the Articles of Association is consequential to the alterations of Capital Clause of the Memorandum
of Association of the Company as proposed in the Resolution under Item No.11 of the accompanying Notice.
As per the provisions of Section 31 of the Companies Act, 1956, a company may by special resolution alter its Articles of
Association.
Accordingly, the Directors recommend the resolution for approval of the shareholders.
A copy of the Articles of Association of the Company showing proposed alterations is available for inspection at the Registered
Office of the Company during office hours on all working days except Saturdays between 11.00 a.m. and 1.00 p.m. up to the
date of the 24th Annual General Meeting.
None of the Directors of the Company is in any way concerned or interested in the resolution.
Item No. 13
Within the guidelines prescribed by the Securities and Exchange Board of India (SEBI) for capitalization of reserves and in order
to bring the paid up capital of the Company more in line with the capital employed, the Board at its meeting held on July 24,
2008 recommended an issue of Bonus Shares in the proportion of 1 (One) new Equity Share of the Company of Rs.2/- each for
every 1 (One) existing Equity Share of the Company of Rs.2/- each held by the Members on a date to be fixed by the Board, by
capitalizing a part of the Securities Premium Account.
As per Article 183 of the Articles of Association of the Company, it is necessary for the Members to approve the issue of Bonus
Shares.
It is also necessary to authorize the Board of Directors of the Company to complete all the regulatory formalities in connection
with the issue of Bonus Shares that may be prescribed by SEBI, the Stock Exchanges on which the Companys securities are listed
and/or any other regulatory authority
The Directors of the Company may be deemed to be concerned or interested in the issue of the Bonus Shares to the extent of
their shareholding in the Company, or to the extent of the shareholdings of the companies / institutions / trusts of which they are
directors or members or trustees.
The Directors recommend the resolution for approval of the shareholders.
By the Order of the Board of Directors
For UNITED PHOSPHORUS LIMITED
Registered Office:
3-11, G.I.D.C., Vapi,
Gujarat - 396 195.
Dated: 24th July, 2008.
8
M.B. TRIVEDI
COMPANY SECRETARY
DIRECTORS REPORT
TO,
THE MEMBERS OF
UNITED PHOSPHORUS LIMITED
Your Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2008.
FINANCIAL RESULTS:
Sale of Products (net of excise and rebate and discounts)
and other income from operations.
Profit before depreciation, interest and amortization of
Deferred Revenue Expenses and Minority Interest
Depreciation/Amortisation
Interest
Amotisation of Deffered revenue expenses
Exceptional Items
Minority Interest
Profit Before Tax
Provision for Taxation:
Current Tax
MAT Credit Entitlement
Deferred Tax
Fringe Benefit Tax
Balance Brought Forward
Tranfer from General Reserve
Amount available for Appropriations:
APPROPRIATIONS:
Preference Dividend
Interim/Final Equity Dividend
Tax on Distributed Profits
Transfer to General Reserve
Balance carried forward
(Rs. in lacs)
Stand Alone
Current
Previous
Year
Year
376169
247094
164468
145519
73666
15222
16882

11436
98
30028
58825
16557
10461

764
1
31042
29158
6691
12761

265

9441
34425
9517
8696
46

16166
2459
(1046)
2626
198
3073
(1765)
3722
220
4237
25791
2218
28009
2550
Profit After Tax
Share of Profit in Associates
Debenture Redemption Reserve written back
Prior Period Adjustments (Net)
Debenture Redemption Reserve (Net of write back)
Capital Redemption Reserve
Consolidated
Current
Previous
Year
Year
2260
4821

1062
(1052)

179
5250
25792
2415
28207

2123
7975
12
7081
23478
41736

65214

4393
747
1000
1775
(1765)
5069
205
189
9252

9252
2550
61
4821

10110
18097
26307
1000
45404
1
2251
316
1100
5284
10882

10882

178
7975
12
4882
6920
390

7310

4393
747
1000
8165
2717
341
1000
4058
1
2251
316
1100
6140
3668
6140
3668
59074
41736
1170
390
OPERATIONAL PERFORMANCE:
The year witnessed satisfactory rainfall in the country. However, U.S.A. experienced another year of drought and reduced
average of cotton plantings. The Companys sales in U.S.A. were affected badly. However, in Europe, the sales improved
considerably. The exports during the year were Rs.738.38 crores as against Rs.693.17 crores in previous year.
Total revenues had gone up from Rs.1495.51 crores to Rs.1649.41 crores showing a growth of 10%. Due to steep rise in price
of raw materials, the profits are less as compared to previous year.
FUTURE OUTLOOK:
In the current year, the rain forecast for India is again of near-normal. The company has taken adequate steps to offset the adverse
effects of steep rise in prices of raw materials. It is expected that U.S.A. too, will have normal monsoon this year and this will boost
the companys sales in those parts.
DIVIDEND:
Your Directors have recommended dividend of Rs.2/- per Equity Share of Rs. 2/- each for the financial year ended 31st March,
2008, 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 18th September, 2008 and whose names appear as beneficial
owners as per beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository
Services (India) Limited.
9
ISSUE OF BONUS SHARES:
The Directors have, subject to the approval of the shareholders, approved a bonus issue of equity shares in the ratio of ONE
equity share of the Company of Rs.2/- each for every ONE equity share of the Company held by the shareholders of the
Company. Necessary resolutions for obtaining the approval of the shareholders have been incorporated in the Notice for the
forthcoming Annual General Meeting of the Company. The Bonus Shares, if approved at the forthcoming Annual General
Meeting, will be issued to all those Equity Shareholders of the Company whose names appear on the Record Date to be fixed
later, in the Register of Members or as beneficial owners as per beneficiary list furnished for the purpose by National Securities
Depository Limited and Central Depository Services (India) Limited.
FINANCE:
During the year, the Company issued and allotted 2,41,66,000 equity shares of Rs.2/- each @ Rs. 350/- per equity shares to
Qualified Institutional Buyers (QIBs). Further, during the year, the Company issued 3,11,70,000 warrants @ Rs. 340/- per
warrant to the promoter group of the Company, on preferential placement basis. Out of this, the Company issued and allotted
60,87,100 equity shares on exercise of the option attached to the said warrants.
EMPLOYEES STOCK OPTION SCHEME (ESOS):
Pursuant to the resolution passed by the Shareholders at the Extra-ordinary General Meeting held on 28th April, 2008, stock
options up to 15,00,000 options are proposed to be issued to Eligible employees.
FIXED DEPOSITS:
The Company has not accepted fixed deposits during the year. The Company has discontinued its Fixed Deposits Scheme and
there are no fixed deposits outstanding as at 31st March, 2008.
ACQUISITIONS:
During the year, the following acquisitions were made by the Company:
a)
The Company acquired from DuPont, its global triphenyltin hydroxide contact fungicide (TPTH) and fenbutatin-oxide
miticide (TNTO) businesses, marketed primarily as Super Tin ® and Vendex ® respectively. This acquisition of both
products will strengthen the Companys position in the fruit, nut, vegetable and row crop markets.
b)
The Company also acquired 100% stake of ICONA and ICONA San Luis S.A., a manufacturer and distributor of crop
protection products headquartered in Buenos Aires, Argentina. This acquisition has provided the Company with a much
stronger platform to expand and strengthen its presence in Argentina.
c)
The Company also acquired 100% stake of Evofarms group of Companies, a major Marketing company of generic
products in the crop protection industry headquartered in Bogota, Colombia. This is the first acquisition of the Company
in the Andean Region which is an interesting and fast growing Agchem market.
SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND SWAL CORPORATION LIMITED:
A Scheme of Arrangement between the Company and SWAL Corporation Limited and their respective shareholders under
sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 was sanctioned by the Honble
Bombay High Court on 29th February, 2008 and High Court of Judicature at Gujarat on 16th April, 2008 and became effective
from 30th April, 2008. As per the said Scheme the whole of the undertaking and properties of Haldia Division being the
manufacturing division of agrochemicals of SWAL Corporation Limited is demerged and transferred to and vested in the
Company as a going concern with effect from the appointed date, viz. 1st April, 2007.
RESEARCH AND DEVELOPMENT:
Your Company is giving maximum importance to research and development by regular upgradation and modernization of all
R&D laboratories and by recruitment of talented scientists and engineers.
With the constant endeavor to improve quality, cost reduction and penetrate new local and global markets, research is carried
out continuously at Companys R&D laboratories at Ankleshwar, Thane and Vapi.
Many new products have been developed by the R&D team which will be commercialized in the coming years. The Company
is also working on producing the molecules which are going off patent in the near future.
The R&D team is continuously working and developing new ecofriendly formulations and new combination formulations of
various pesticides for which patents are obtained in India and in other countries.
Extensive field trials and data generation work for various pesticides is undertaken by R&D team, alongwith agricultural universities,
with a view to further improve their quality and safety.
CORPORATE SOCIAL RESPONSIBILITY:
Right from the inception of your Company, from its days as a small-scale Industry, the endeavour for social upliftment has been
a continuous process. It has always been very active in the area of social service for the benefit of communities, in and around,
10
where its factories are located. Various initiatives are taken in the fields of education, health care, environment protection and
promotion of sports. Over the years, the services are extended to other areas and into many diverse fields. Large funds are
earmarked for social and welfare activities.
At Vapi and Ankleshwar, Schools for English Medium and Gujarati Medium are managed with active support from your
Company. Management and Engineering Colleges have been set up with financial and management support of the Company.
A state-of-art hospital is funded by the Company at Vapi which has the most modern equipments and highly competent doctors
and nurses. Your Company has been a national leader in prevention and treatment of burn injuries and has helped put up a
Burns Hospital in Mumbai. The Company has promoted many rural health check camps; provided medicines and other
medical facilities at Vapi, Ankleshwar and other neighbouring areas.
Environment protection can best be undertaken by growing more trees. The Company is vigorously following the practice of
growing more trees every year.
Whenever any calamity strikes in any part of the nation, your Company rises to the occasion and takes initiatives in rehabilitation
of the affected areas. Apart from financial help, the Company provides pesticides free so as to check outbreak of any epidemic. The Company has got a Disaster Relief Team which helps in the incidents of flood, collapse of bridge, earthquake, tsunami and
such other calamities.
SUBSIDIARY COMPANIES:
Your Directors are pleased to inform you that the DCA has vide its letter dated 27th June, 2008 approved the Companys request
and exempted the Company from attaching the Profit and Loss Account, Balance Sheet, Directors Report and Auditors Report
of its subsidiaries subject to the condition that the Company will attach the consolidated financial statements of its subsidiaries
for the year ended 31st March, 2008.
The Audited Consolidated Financial Statements of your Company as per Accounting Standard 21 form part of this Report
Annual accounts of subsidiary companies are available for inspection at the Companys Registered office and Administrative
office. The same will be made available to the investors of the companies upon request.
Overall performance of all the subsidiary companies except in U.S.A. have been satisfactory.
INSURANCE:
All the properties and operations of the Company have been adequately insured.
AUDITORS AND AUDITORS REPORT:
M/s S. V. Ghatalia & Associates, Chartered Accountants, the statutory auditors are retiring at the ensuing Annual General
Meeting and being eligible for re-appointment have expressed their willingness to continue, if re-appointed. Your Directors
recommend their appointment as the Statutory Auditors and fix their remuneration for the year 2008-09.
The auditors have qualified their Report in respect of net deferred tax liability of Rs.2121 lacs as on 31st March, 2008 without
recognizing deferred tax asset to that extent. In this regard, your attention is invited to Note no. 16(a) in Schedule T, which is
self-explanatory. The Board has taken a cautious view of the matter in this regard and not recognized deferred tax asset.
The notes to the accounts referred to in the Auditors Report are self explanatory and do not call for any further comments.
In respect of consolidated accounts, the auditors have qualified their report for non-inclusion of accounts of certain subsidiaries
and recognition of deferred tax asset for certain subsidiaries of the Company. In this regard, your attention is invited to Notes
1(b), 6, 8 and 9 of Schedule S of the consolidated accounts which are self-explanatory.
COST AUDIT:
The Board of Directors appointed M/s M. B. Ashtamkar, Cost Accountant, Mumbai as Cost Auditor of the Company for
conducting audit of the cost accounts maintained by the Company in respect of insecticides for the year 2008-09.
DEPOSITORY SYSTEM:
97.44% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2008.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. J. R. Shroff, Dr.
P. V. Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the Company, retire by rotation at the ensuing Annual
General Meeting of the Company, and being eligible offer themselves for re-appointment.
As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. J. R. Shroff, Dr. P. V.
Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the Company are provided in the notice convening the Annual
General Meeting of the Company.
11
PERSONNEL:
The relationship with all employees and workers at all sites of the Company remained very cordial throughout the year. Your
Directors would like to place their appreciation for the contribution made by all the employees of the Company.
SAFETY, HEALTH PERFORMANCE AND ENVIRONMENT:
The Company, at all units, have implemented Quality Management System Standards ISO 9001, Environmental Management
System Standards ISO 14001; and Occupational Health & Safety Assessment Standards OHSAS 18001. The Company is
Signatory to Responsible Care initiative of Indian Chemical Council and has taken various efforts for improvement of all aspects
related to Safety, Health and Environment. During the current year, the Company has conducted Environmental Impact Assessment
Studies at various units and got Environmental Clearances for expansion of Plants at various locations like Vapi, Jhagadia and
Ankleshwar. The Company has Emergency Rescue Team available at all manufacturing units and they are helpful to our
manufacturing units and neighbouring industries in mitigating any emergency situation. With continuous efforts, accident rates
and frequency rates have come down. Our units were also subjected to Environmental Audit and Safety Audit through expert
agencies.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC AND PARTICULARS OF EMPLOYEES:
Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and information as per Section 217 (2A) of the Companies Act, 1956,
read with Companies (Particulars of employees) Rules, 1975, as amended from time to time form part of this report and annexed
to this report.
DIRECTORS RESPONSIBILITY:
Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217 (2AA) of the
Companies Act, 1956:
1.
in the preparation of Annual Accounts for the year ended 31st March, 2008, the Company has followed the applicable
accounting standards with proper explanations relating to material departures;
2.
appropriate accounting policies have been selected and applied consistently and judgements and estimates are made
prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008 and
of the profit of the Company for that year;
3.
proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable
provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;
4.
the annual accounts have been prepared on a going concern basis.
GROUP FOR INTERSE TRANSFER OF SHARES:
As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 persons constituting Group (within the meaning as defined in the Monopolies and Restrictive Trade
Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the
aforesaid Regulations, are given in the Annexure attached herewith and forms part of this Annual Report.
CORPORATE GOVERNANCE:
Auditors certificate regarding compliance with Corporate Governance to the extent set out in this respect as a separate report,
in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussions and Analysis Report forms
part of this Report. Auditors certificate regarding compliance of the conditions of the corporate Governance as stipulated under
the said clause is also attached to this Report.
LISTING OF THE COMPANYS EQUITY SHARES:
The equity shares of your Company are listed on the Bombay Stock Exchange 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.
Mumbai
24th July, 2008
Registered Office:
3-11, G.I.D.C., Vapi
Dist. Valsad, Gujarat
Pin: 396195
12
On behalf of the Board of Directors
R. D . Shroff
ANNEXURE TO DIRECTORS REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
A.
CONSERVATION OF ENERGY:
(a)
(b)
(c).
B.
Energy Conservation Measures Taken:
1.
Conversion of boilers, hot oil units, VAM machines from furnace oil fired to natural gas
2.
Use of new energy efficient technologies like multiple effect evaporator, falling film evaporators, boiler burners
& high efficiency motors
3.
Conversion of reciprocating compressors to screw compressors
Additional / New Proposals for reduction of energy conservation:
1.
Installation of Captive power plant for Vapi unit
2.
Installations of energy efficient furnaces
3.
Installation of economizers for boilers
4.
Installation of Coal fired boiler at Jhagadia unit
Proposed Benefits:
1.
Reduction in Utility bills
2.
Ease of operations / low maintenance
3.
Reduction in Steam and power consumption
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:
The following efforts were taken by the Company towards technology absorption, adaptation and innovation:
1.
The Company has continued its aggressive drive to develop & commercialize new generation of chemical molecules
based on novel chemistries of Herbicides, Fungicides & Insecticides.
2.
Technologies of one new insecticide and one herbicide were successfully absorbed on commercial scale during
the year.
3.
The capacities of three existing products were expanded by process improvements and adapting latest engineering
techniques and equipment.
4.
Technology upgradation was pursued by way of making linkages with scientists of institutes of national and
international reputes like MUICT / CSIR laboratories, IITs and GLP testing laboratories.
5.
No technology was imported by the Company during the year 2007-2008.
a.
Research & Development activities taken during the year.
Research and technology development has been one of the key activities and integral part of the Company
policy. To further strengthen it, additional scientists and engineers were recruited and new equipment /
instruments were added during the year. Spectrum of activities undertaken during the year is summarized as
below:
b.
i)
The processes of one insecticide and one herbicide were tested in the laboratory and implemented on
commercial scale.
ii)
The process technologies of several new products were developed.
iii)
Several new eco friendly formulations were developed and commercialized during the year.
iv)
Improvements in the process of existing products were done towards cost reduction, capacity
enhancements and waste reduction.
v)
Efforts were continued to reduce effluents by developing environment friendly processes and by recovery
and recycle.
vi)
Registration data generation work for several products was completed during the year.
Benefits Derived from R&D activities.
i)
Company has exhibited immense growth in the business of agrochemical as well as specialty chemicals
by introducing new products, improving the quality standards and producing the products at competitive
prices.
13
c.
ii)
New products developed will result in the increase of sales turnover and profitability of the Company.
iii)
Improvements in the processes of existing products will result in the raw materials cost reduction, waste
reduction and capacity enhancement.
Future Plan of Action
d.
i)
Development of molecules with new chemistries
ii)
Development of green processes
iii)
Development of continuous processes wherever possible instead of batch processes
iv)
Development of newer safe / ecofriendly formulations.
v)
Generation of product profiles for world wide registration of technical and formulations.
Expenditure incurred on R & D
i.
ii.
C.
Capital
- Rs.104 lacs
Recurring
- Rs.898 lacs
Total
- Rs.1002 lacs
Total R & D expenditure 0.71% (as a percentage of turnover)
FOREIGN EXCHANGE EARNINGS AND OUTGO:
1.
Activities relating to Export, initiatives to increase exports, Development of new export markets for products and
Services and Export promotion plans:
The Company is constantly trying to increase its exports. Strategic alliances are made with various parties to increase
exports. The Company is acquiring companies abroad, thereby pushing its exports. Registrations held by such
companies help to increase the exports of products of company. During the year, the company had exports (FOB
value) of Rs.73838 lacs.
2.
Total Foreign Exchange earned and used:
2007-08
(Rs. In Lacs)
2006-07
(Rs. In Lacs)
a. Total foreign exchange earned
85,157
76,561
b. Total foreign exchange used
75,739
57,366
Mumbai
24th July, 2008
14
R. D . Shroff
FORM A
Form for disclosure of particulars with respect to Conservation of Energy
Part A
Power and Fuel consumption
POWER & FUEL
2007-08
2006-07
27357427.55
150192277.26
5.49
12866607.64
69093683.00
5.37
608304.00
2.79
16.74
380434.00
2.84
20.97
OWN GENERATION (POWER PLANT)
UNITS (kwh)
Unit per M3 of Natural Gas
Cost/Unit (Rs.)
255294700.00
4.04
3.01
291895040.00
4.02
2.85
FURNACE OIL
Quantity (Litres)
Total Cost (Rs.)
Rate/Litre (Rs.)
7524716.80
141416219.45
18.79
8250893.37
134704681.74
16.33
NATURAL GAS
Quantity (M3)
Total Cost (Rs.)
Rate/Unit (Rs.)
79613453.00
763853645.39
9.59
88217195.00
765124750.27
8.67
Rate/Unit
2007-08
Rate/Unit
2006-07
2.12/.10
0.05
0.11
1.89/.08
0.04
0.08
ELECTRICITY
Purchased units (kwh)
Total Cost (Rs.)
Rate/Unit (Rs.)
OWN GENERATION (D G HOUSE)
UNITS (kwh)
Unit per Litre of Diesel Oil
Cost/Unit (Rs.)
CONSUMPTION PER UNIT OF PRODUCTION - ALL PRODUCTS
Electricity
Furnace oil
Natural Gas
For and on behalf of the Board,
Mumbai
24th July, 2008
R. D. Shroff
15
16
Vice President International Business
Farokh N Hilloo
R. D. Shroff
K. M. Banerjee
Jai. R. Shroff
Arun. Ashar
Vikram R. Shroff
K. R. Srivastava
Bhupen Dubey
A. A. Panjwani
S. Krishnan
Anupindi S. Rao *
1
2
3
4
5
6
7
8
9
10
11
2,075,093
3,918,504
3,126,536
2,904,905
11,162,005
18,616,162
9,200,580
6,900,000
2,974,062
24,326,753
3,446,544
Remuneration
Gross (Rs.)
B.Sc., CPL, Airline
Transport Licencer
(Helicopter)
M.Com., L.L.B.,
C.A, C.S., ICWA
B.E. (Chemical
Engineering)
B.Chem,
PGDBMA (IIM) , DSM
M.Sc. - Agri Entomology
B.Sc., Chemistry
B.Com, A.C.A
B.Sc.
B.Tech. (Chemical
Engineering)
B.A., Diploma in
Import Export
Management
B.Sc.
Qualifications
13/08/2007
01/04/2004
06/02/1989
01/04/2003
01/10/2003
01/10/2003
01/10/2003
01/10/2003
01/10/2003
01/10/2003
08/07/1991
Date of Joining
the Organisation
58
46
59
46
51
35
60
43
66
75
46
Age in
Years
United Helichartars
Pvt. Ltd.
Duphar Inter-Fran Ltd.
NIL
Parmaceutical Products
of India Ltd.
Bayer Crop Science Ltd.
Nil
Excel Industries Ltd.
Nil
Nil
Nil
Indian Commercial
Company Ltd.
Last Employment
Mumbai
24th July, 2008
R. D. Shroff
Notes :
1)
Gross Remuneration shown above is subject to tax and comprises salary, allowances, commission, incentives, monetary value of perquisites, companys
contribution to provident fund and superannuation fund.
2)
In addition to the above, employees are also entitled to gratuaity, medical benefits, etc, in accordance with Companys Rules.
3)
All employees have adequate knowledge in their line of operation to discharge assigned responsibilities.
4)
Shri R. D. Shroff is the father of Shri J. R. Shroff and Shri V. R. Shroff
5)
Shri J. R. Shroff and Shri V. R. Shroff are brothers
*
For Part of the year.
For and on behalf of the Board,
Executive Pilot
Chief Financial Officer
Executive Director
Vice President - Sales &
Marketing (Formulations Devipmt)
Chief Operating Officer
Executive Director
Director - Finance
Executive Director
Director - Marketing
Chairman & Managing
Director
Designation & Nature
of Duties
Sr. Name
No.
STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975
AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2008.
ANNEXURE FORMING PART OF THE DIRECTORS REPORT
Group for interse transfer of shares under Regulation 3(1)(e) of the Securities & Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
PROMOTER DIRECTORS:
1.
2.
3.
4.
Rajnikant Devidas Shroff and Family
Sandra R. Shroff and Family
Jaidev R. Shroff and Family
Vikram R. Shroff and Family
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
RELATIVES OF PROMOTER DIRECTORS:
Poonam J. Shroff and Family
Namrata V. Shroff and Family
Varun J Shroff and Family
Tania J Shroff and Family
Rudritara J. Shroff and Family
Mekhala V. Shroff and Family
Ranjit V. Shroff and Family
Shilpa R Shroff and Family
Pradip Sagar and Family
Jyotsna Bhatt and Family
Jyotindra Bhatt and Family
Shaila S Shroff and Family
1.
TRUST:
Jai Trust
1.
2.
3.
4.
5.
6.
7.
PARTNERSHIP FIRMS:
Akruti Products
Sarjan Chemicals
Prakriya Pharmachem
Urja Chemicals
UPL India
Pot Plants
Ultima Search
1
2.
3.
4.
5.
6.
7.
8.
GROUP COMPANIES:
Advanta India Ltd.
Agraja Properties Ltd.
Agrinet Solutions Ltd.
Archana Overseas Pvt. Ltd.
Bharuch Enviro Infrastructure Ltd.
Bloom Industrial Plastics Pvt. Ltd.
Bloom Packaging Pvt. Ltd.
Bloom Seals and Containers Pvt. Ltd.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
Bharuch Airport Infrastructure Pvt. Ltd.
Coimbatore Integrated Waste Management Co. P. Ltd.
Daman Ganga Pulp & Papers Pvt. Ltd.
Demuric Holdings Pvt. Ltd
Entrust Environment Ltd.
Enviro Technology Limited
Esthetic Finvest Pvt. Ltd.
Force Aviation Pvt. Ltd.
Gharpure Engineering & Constructions P. Ltd.
Heline Environment Pvt. Ltd.
Isar Builders & Developers Pvt. Ltd.
Kerala Enviro Infrastructure Ltd.
Khagay Environment Pvt. Ltd.
Khaline Environment Pvt. Ltd.
Latur Water Supply Management Co. Ltd.
Mrugal Properties Ltd.
Nerka Chemicals Pvt. Ltd.
Nivi Trading Ltd.
Praskand Environment Pvt. Ltd.
R. Shroff Consultants Pvt. Ltd.
Sanguine Holdings Pvt. Ltd.
Search Enviro Ltd.
Seiko Properties Pvt. Ltd.
Sharvak Environment Ltd.
Shatataraka Holdings Pvt. Ltd.
Shivalik Solid Waste Management Ltd.
Shroff Envirotral Pvt. Ltd.
Shroffs United Chemicals Ltd.
SWAL Corporation (I) Ltd.
Uniphos Enterprises Ltd.
Uniphos Agro Industries Ltd.
UPL Environmental Engineers Ltd.
UPL Djai Power Ltd.
Uniphos (Cyprus) Limited
Timberlane PTE. Ltd.
United Phosphorus (Cayman Islands)
Uniphos (Cayman Islands)
Uniphos Envirotronic Pvt. Ltd.
Venture Drive Limited (Cayman Islands)
Vyom Finvest P. Ltd.
and any body corporate and/or entity promoted / formed by any of the above.
Family Family for this purpose includes spouse, dependent children and parent
17
CORPORATE GOVERNANCE
1.
Companys Philosophy on Code of Corporate Governance
The Companys philosophy on Corporate Governance relates to providing maximum service to all its stakeholders. It
wants to enhance shareholder value with best practices of corporate governance. The high standard of corporate governance
is maintained by being transparent, accountable and continuous interaction with shareholders, employees, lending
institutions, banks, govt. agencies and all the dealers.
The Companys products are marketed not only in India but all across the globe. The Company is therefore conscious of
the fact that to achieve success very high ethical value of the management and the employees is inevitable.
2.
Board of Directors
The Board of Directors consists of 12 directors as on 31st March, 2008.
Six Board Meetings were held during the year, as against the minimum requirement of four meetings. The dates on which
the meetings were held are as follows: 3rd May, 2007, 31st July, 2007, 14th September, 2007, 29th October, 2007, 20th
December, 2007 and 31st January, 2008.
COMPOSITION AND CATEGORY OF DIRECTORS, OTHER DIRECTORSHIPS AND COMMITTEE MEMBERSHIPS :
Name of the Director
Mr. R. D. Shroff
Mrs. S. R. Shroff
Mr. J. R. Shroff
Mr. V. R. Shroff
Mr. A. C. Ashar
Dr. P. V. Krishna
Mr. Pradeep Goyal
Mr. K. Banerjee
Dr. (Mrs) Reena
Ramachandran
Category
Promoter & Executive
Promoter & Non-Executive
Vice Chairman
Promoter & Non-Executive Director
Promoter & Executive Director
Non-Promoter Executive Director
Independent & Non-Executive Director
Non-Promoter Executive Director
Attendance
Particulars
Board
Last
Meeting AGM
No. of other directorships and
Committee memberships/ chairmanships*
Other
Committee
Committee
Directorships Memberships Chairmanships
6
Present
13
1
-
3
2
4
6
6
4
2
Absent
Absent
Absent
Present
Present
Absent
Present
9
17
7
15
5
1
2
3
3
-
1
3
-
5
Absent
-
-
-
Mr. Pradip Madhavji
6
Present
1
-
1
Mr. Vinod Sethi
Mr. Chirayu R. Amin
3
-
Absent
Absent
7
9
4
-
2
1
Notes: * Excludes Directorship in Private Limited companies and Foreign Companies.
3.
Information supplied to the Board
Following information was provided to the Board as part of the agenda papers in advance of the Board Meeting or
presented at the time of the Board Meetings:
c
c
c
c
c
c
c
c
c
c
18
c
c
c
c
c
c
c
c
c
Annual Budget,
Financial Results of Company and consolidated results,
Commission to Executive and Non-Executive Directors,
Inter-corporate investments, loans and guarantees,
Material show cause notices, legal judgements etc.,
Issue of privately placed Debentures,
Acquisition of business, abroad,
Approval for contracts entered into with parties covered in the register under section 301 of the Companies Act, 1956,
Review of the procedure for risk assessment and minimization,
Consideration of any disclosure made by senior management relating to any transaction having potential conflict with
interest of the Company,
Appointment of Cost Auditors,
Appointment of Chief Financial Officer,
Issue of warrants to promoters on preferential basis,
Issue of shares to Qualified Institutional Buyers,
Revision of remuneration payable to executive directors,
Investment of surplus fund,
Availing credit facilities from bank,
Transfer and vesting of Haldia division of SWAL Corporation Ltd., subsidiary of the Company,
Formulation of Employees Stock Option Plan, 2008.
4.
Disclosures
The particulars of transactions between the Company and related parties as per the Accounting Standards are mentioned
separately in schedule T of the Annual Report. However these transactions are not likely to have any conflict with the
Companys interest.
No strictures or penalties have been imposed on the Company by the Stock Exchange or The Securities and Exchange
Board of India (SEBI) or any other regulatory body on any matter relating to capital markets in the last three years.
The Securities and Exchange Board of India (SEBI) vide notification dated 20th February, 2002, has amended the SEBI
(Insider Trading) Regulations, 1992. As per these regulations, the Company has appointed Mr. M. B. Trivedi as a Compliance
Officer, who will be responsible for formulating policies, procedures, monitoring adherence to the rules for the preservation
of price sensitive information, preclearance of trades, monitoring of trades and implementation of the Code of Conduct
under the overall supervision of the Board. The Company also has framed its own code of internal procedure and conduct
for prevention of Insider Trading which provides for Trading Window restrictions, disclosure requirements and also preclearance of trades in the Companys securities.
Shareholding of the Directors as on 31st March, 2008 was as under:
Name of the Director
Mr. R. D. Shroff
Mrs. S. R. Shroff
Mr. J. R. Shroff
Mr. V. R. Shroff
Mr. A. C. Ashar
Dr. P. V. Krishna
Mr. Pradeep Goyal
Shareholding
3597560
2427375
2768502
2140563
111295
Nil
Nil
Mr. K. Banerjee
Dr. (Mrs) Reena Ramachandran
Mr. Pradip Madhavji
Mr. Vinod Sethi
Mr. Chirayu R. Amin
167560
Nil
Nil
Nil
Nil
5.
Code of Conduct
The Board of Directors has adopted the Code of Conduct for the Board Members and the Senior Management. The said
Code has been communicated to the Board Members and the Senior Management. The Code has also been posted on the
Companys website www.uplonline.com.
6.
Audit Committee
The Board of the Company has constituted an Audit Committee, comprising of three Independent & Non-Executive
Directors. Five meetings of the Audit Committee were held on 5th April, 2007, 3rd May, 2007, 31st July, 2007, 29th October,
2007 and 31st January, 2008.
Composition of members of Audit Committee is as follows:
Composition
Meetings attended during the year
Mr. Pradip Madhavji
Chairman
Mr. Pradeep Goyal
Dr. P. V. Krishna
5
4
4
The constitution of Audit Committee also meets with the requirements under Section 292A of the Companies Act, 1956.
Mr. Pradip Madhavji who has financial and accounting knowledge has been nominated as the Chairman of the Audit
Committee.
The role and terms of reference stipulated by the Board to the Audit Committee covers areas mentioned under Clause 49
of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred by the Board
of Directors.
7.
Remuneration Committee
The Board of the Company has constituted a Remuneration Committee, comprising of three Independent & Non-Executive
Directors. Two meetings of the Remuneration Committee was held on 14th September, 2007 and 29th October, 2007.
Composition of members of Remuneration Committee is as follows:
Composition
Meetings attended during the year
Dr. (Mrs.) Reena Ramachandran
Chairman
Mr. Pradeep Goyal
Dr. P. V. Krishna
2
1
2
19
The Remuneration Committee has been constituted to recommend/review the remuneration package of the Managing/
Whole time Directors based on performance and defined criteria.
Details of the remuneration to all the Directors for the year:
The aggregate value of salary, perquisites and commission for the year ended 31st March, 2008 to four Whole time
Directors is as follows:
Mr. R. D. Shroff, Chairman & Managing Director Rs. 212.97 lacs; Mr. Vikram R. Shroff, Executive Director Rs. 170.87 lacs;
Mr. Kalyan Banerjee, Whole time Director Rs. 26.50 lacs and Mr. A. C. Ashar, Whole time Director Rs. 79.86 lacs. Besides
this, these Directors are entitled to Companys contribution to Provident Fund, Superannuation, Gratuity and encashment
of leave at the end of the tenure as per the rules of the Company.
The Company has paid the sitting fees for the year ended 31st March, 2008 to Independent & Non-Executive Directors for
attending Board Meetings, Audit Committee Meetings, Remuneration Committee Meetings and Shareholders/Investors
Grievances Committee Meeting as follows:
Dr. P. V. Krishna Rs. 1,30,000/-; Mr. Pradeep Goyal Rs. 1,00,000/-, Dr. (Mrs.) Reena Ramachandran Rs. 70,000/-,
Mr. Pradip Madhavji Rs. 1,30,000/- and Mr. Vinod R. Sethi Rs. 30,000/-.
In addition, the Company has provided for payment of commission to Independent & Non-Executive Directors of Rs. 2.00
lacs each to Dr. P. V. Krishna, Mr. Pradeep Goyal, Dr. (Mrs.) Reena Ramachandran, Mr. Pradip Madhavji, Mr. Vinod Sethi
and Mr. Chirayu R. Amin.
8.
Shareholders/Investors Grievance Committee
The Board of the Company has constituted a Shareholders/Investors Grievance Committee, comprising of three
Independent & Non-Executive Directors to look into the Shareholders and Investors Grievances. One meeting of the
Shareholders/Investors Grievance Committee was held on 31st January, 2008
Composition of members of Shareholders/Investors Grievance Committee is as follows:
Composition
Meeting attended during the year
Mr. Pradip Madhavji
Chairman
Mr. Pradeep Goyal
Dr. P. V. Krishna
1
1
1
The Company also has its separate shares transfer committee consisting of Mrs. S. R. Shroff and Mr. A. C. Ashar, Directors
and two other senior executives of the Company. This committee normally meets twice a month to approve transfer of
shares, issue of duplicate certificates, etc. Share certificate submitted for dematerialisation and request for rematerialisation
are also approved by the committee.
The total numbers of complaints received during the year under review were 533 and all the complaints were replied to the
satisfaction of shareholders on or before 31st March, 2008.
1 request for transfers and 1 request for dematerialisation were pending for approval as on 31st March, 2008, which were
approved and dealt with by 15th April, 2008.
9.
Annual General Meetings
Location and time for last three Annual General Meetings were:
Year
AGM
2004-2005
21st AGM
2005-2006
22nd AGM
2006-2007
23rd AGM
10. (a)
Location
Hotel Green View Hall
N. H. No. 8, Vapi 396 195
N. H. No. 8, Vapi 396 195
N. H. No. 8, Vapi 396 195
Date
Time
31/08/2005
9.30 a.m.
19/09/2006
10.30 a.m.
14/09/2007
10.30 a.m.
Disclosures on materially significant related party transactions i.e. transactions of the Company of material
nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc. that may have
potential conflict with the interests of the company at large.
During the year, the Company had no materially significant related party transaction, which are considered to have
potential conflict with the interest of the Company at large.
(b)
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or
SEBI, or any statutory authority, on any matter related to capital markets, during the last three years.
None.
11. Means of communication
Half-yearly results for the half-year ending 30th September, 2007 were not sent to each household of shareholder.
The quarterly and annual results are published by the Company in the Financial Express in Gujarati and Financial Express
20
and Economics Times in English. The results are also displayed on corporate Website, www.uplonline.com. Official news
releases are sent to the Stock Exchanges at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd., where
the equity shares of the Company are listed. During the year, no presentations were made to analysts or Institutional
Investors.
The Management Discussion and Analysis (MD&A) forms a part of the annual report.
12. General Shareholder Information
12.1. Annual General Meeting
:
- Date
18th September, 2008 at 10.30 a.m.
- Venue
N. H. No. 8, Vapi 396 195.
12.2. Financial Calendar
:
Annual General Meeting
Results for quarter ending June 30,
2008- Last week of July, 2008
Results for quarter ending September
30, 2008- Last week of October, 2008
Results for quarter ending December
31, 2008- Last week of January, 2009
Results for quarter/ year ending March 31, 2009 Last week of April, 2009/June 2009.
12.3. Book closure date
:
6/09/2008 to 18/09/2008
(Both days inclusive)
12.4. Dividend payment date
:
12.5. (a) Listing of Equity
:
Shares on Stock Exchages at
12.6
Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.
(b) Listing of GDR on the
Stock Exchages at
:
Luxembourg Stock Exchange
(c) Listing of FCCBs(2006)
- Series B on the Stock
Exchages at
:
Singapore Stock Exchange
(a) Stock Code
:
Bombay Stock Exchange Ltd. : 512070
National Stock Exchange of India Ltd. : UNIPHOS
(b) Demat ISIN Number
in NSDL & CDSL for
Equity Shares of Rs.2/- each :
12.7. Stock Market Data
Month
April 2007
May 2007
June 2007
July 2007
August 2007
September 2007
October 2007
November 2007
December 2007
January 2008
February 2008
March 2008
INE628A01036
Bombay Stock Exchange Ltd. (BSE)
(In Rs.)
Months High
Months Low
Price
Price
351.00
307.05
338.95
277.15
317.15
268.70
332.00
297.00
347.00
295.05
406.90
325.10
402.50
313.00
365.00
310.00
380.00
334.00
425.00
262.00
322.00
296.10
343.00
228.00
National Stock Exchange of India Ltd. (NSE)
(In Rs.)
Months High
Months Low
Price
Price
351.00
305.10
341.00
277.50
318.00
268.10
325.00
296.55
349.70
290.25
406.10
302.00
403.90
311.00
369.00
310.00
399.00
332.00
425.00
255.00
367.00
296.00
344.85
227.00
21
12.8. Share price performance in comparison to broad-based indices BSE Sensex.
UPL share price performance relative to BSE Sensex based on share price during the year.
RELATIVE PERFORMANCE OF UNITED PHOSPHORUS LTD. (UPL)
12.9
BSE Sensex
Registrar and Transfer Agents
(Share transfer and communication
regarding share certificate, dividends
and change of address).
Mar-08
Feb-08
13500.00
Jan-08
250.00
Dec-07
15000.00
Nov-07
280.00
Oct-07
16500.00
Sep-07
310.00
Aug-077
18000.00
Jul-07
340.00
June-07
19500.00
May-07
370.00
BSE Sensex
21000.00
400.00
Apr-07
UPL Share Price
UPL Share Price
Sharepro Services (India) Pvt. Ltd.
Unit : United Phosphorus Limited
Mumbai- 400 099.
Also, for the benefit of the Shareholders, the documents will continue to be accepted at the following office of
the Company:
Secretarial Department
8, Shri Krishna Commercial Centre
Ground Floor, Opp. Raheja Solitaire
6 Udyog Nagar, Off S. V. Road,
Goregaon (West), Mumbai 400 062.
12.10 Share Transfer System
:
:
Presently, the share transfers which are received in physical form
are processed and the share certificates returned within a period
of 15 days from the date of receipt subject to the documents being
valid and complete in all respects.
12.11. Distribution of Shareholdings as on 31st March, 2008:
Shareholding
of Nominal
Value of (Rs.)
1
Numbers
5,000
27827
Share Amount
% of Total Nos.
In (Rs.)
% of Total Amt.
94.09
20236742
4.61
5,001

10,000
1087
3.68
7540308
1.72
10,001

20,000
294
0.99
4148336
0.94
20,001

30,000
62
0.21
1521450
0.35
30,001

40,000
22
0.07
804242
0.18
40,001

50,000
15
0.05
704292
0.16
50,001

1,00,000
50
0.17
3726984
0.85
above
218
0.74
400609158
91.19
Total
29575
100.00
439291512
100.00
1,00,001
22

Shareholders
and
12.12. Shareholding pattern as on 31st March, 2008:
Indian Public
7.07%
NRIs/OCBs
3.07%
Promoter
28.00%
14.90%
43.10%
Fll
Mutu. Funds/LIC/Banks
3.86%
Corporate Bodies
12.13. Dematerialisation of Shares
:
Liquidity :
97.44% of the outstanding shares have been dematerialised up to
31st March, 2008. Trading in Equity Shares of the Company is
permitted only in dematerialised form w.e.f. 28th August, 2000 as
per notification issued by the Securities and Exchange Board of
India (SEBI).
The shares of the Company are among the most liquid and actively traded shares. Relevant data for the average daily
turnover for the financial year 2007 2008 is given below:
Bombay Stock Exchage Ltd.
(BSE)
National Stock Exchange
of India Ltd. (NSE)
BSE+NSE
165.69
345.73
511.42
In no. of shares (in thousand)
(Source : This information is compiled from the data available from the websites of BSE and NSE)
12.14. Outstanding GDR/Warrants and
Convertible Bonds, Conversion date
and likely Impact on the Equity
:
As on 31st March, 2008
(a) Outstanding GDRs represent 434460 shares (0.20%).
(b) Outstanding FCCBs(2004): pending conversion represent
50 Bonds of US$ 10,000 each, which are convertible into
equity share of Rs. 2/- each at the rate of Rs.145.76129.
(c) Outstanding FCCBs(2006): pending conversion represent
682 Bonds of US$ 100,000 each, which are convertible into
equity share of Rs. 2/ each at the rate of Rs.272.06
(d) Outstanding warrants issued to promoters on preferential basis:
pending to be exercised of the option attached to 2,50,82,900
warrants.
12.15. Plant Locations
:
12.16. Address for Correspondence
(i) Investor Correspondence
The Companys plants are located at Vapi, Ankleshwar, Jhagadia,
Halol and Jammu.
:
For Shares held in Physical Form
Sharepro Services (India) Pvt. Ltd.
Unit : United Phosphorus Limited
Mumbai - 400 099.
Also, for the benefit of the Shareholders,
the documents will continue to be accepted
at the following office of the Company:
23
Secretarial Department
8, Shri Krishna Commercial Centre
Ground Floor, Opp. Raheja Solitaire
6 Udyog Nagar, Off S. V. Road,
Goregaon (West), Mumbai 400 062.
For Shares held in Demat form
To the Depository participant
(ii) Any query on Annual Report
:
(iii) Exclusive e-mail ID of the grievance :
redressel division
Mr. M. B. Trivedi
C/o. United Phosphorus Limited
Legal & Secretarial Department
Uniphos House, C. D. Marg, Madhu Park,
Khar (West), Mumbai 400 052.
E-Mail : trivedimb@uniphos.com
upl.investors@uniphos.com
Mumbai
2nd May, 2008
R. D. Shroff
DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Management
Personnel have confirmed compliance with the Code of Conduct laid down by the Company for the year ended 31st March,
2008
R. D. Shroff
(Chairman & Managing Director)
Mumbai
2nd May, 2008
CERTIFICATE
To The Members of
We have examined the compliance of conditions of corporate governance by United Phosphorus Limited for the year ended
31st March 2008, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S.V. GHATALIA & ASSOCIATES
(P. V. Paranjape)
Partner
Membership No. 047296
Mumbai
2nd May, 2008
24
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT :The Company is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.
The Company also has a captive power plant in Jhagadia.
The agrochemical industry is highly consolidated industry. The agrochemical market is divided into products protected by
patents and products where the patents have expired. The majority of sales in the world is dominated by multi-national
corporations. In the last ten years, the industry has witnessed a significant increase in number of mergers and acquisitions
involving acquisitions of products and businesses. The industry is highly regulated by specific and separate registration processes
in different countries and is subject to various environmental and safety legislations. This results into very few new entrants in
this industry.
In India, agriculture is important economically. Inspite of large arable area in India crop yields are low as compared to other
countries because of lack of adequate water supply and poor rural infrastructure.
The consumption of agrochemicals is also far below the international average. Sales of agrochemicals in the
domestic markets is highly seasonal due to monsoon and majority of sales takes place between June and November.
In India, demand for agrochemicals is affected by adverse weather conditions such as droughts, flooding and
subsequent damage to crops. Any adverse agriculture season in India will have a negative effect on the domestic
sale of the Company.
In India, the Company is one of the largest manufacturers of off-patent generic agrochemical products. It has the largest
agrochemical product portfolio in India. Globally, it ranks among top five generic agrochemical companies. The Company and
its subsidiaries have 23 manufacturing plants across different locations in the world. It has a very wide domestic and global
distribution network for the sale of its products in India and worldwide. It has got stock points at strategic locations throughout
the world. It is the largest exporter of agrochemicals from India.
During the year, the Company acquired M/s ICONA and ICONA San Luis, S.A. This acquisition will provide the Company with
a strong platform to expand and strengthen its presence in Argentina. It also acquired Evofarms group of companies, who is a
major marketing company of generic products in the crop protection industry in Colombia.
The Company is conscious of the needs of farmers and is committed to offer high quality agrochemicals at reasonable prices to
farmers. It also provides education to farmers to avoid indiscriminate use of agrochemicals. Farmer education will help them to
get higher yields for the crops by optimum use of agrochemicals.
OPPORTUNITIES AND THREATS :Indian agrochemical industry has very good growth potential. Opportunities are increasing due to high prices of agriculture
commodities and use of bio fuels. There is growth in the area of land coming under cultivation. Farmers are also willing to invest
more to increase productivity. Further, there are significant cost advantages in manufacturing various agrochemicals in India.
There is tremendous opportunity for growth of the Company.
The Indian Agrochemical industry is in a position to supply quality agrochemicals at economical price and hence, exports go
up every year.
The threats faced by the agrochemical industry in India will primarily be indifferent weather which is highly unpredictable.
Further, increased use of biotechnology products will have a negative impact on the traditional business. The industry has to
rely on import of certain chemicals and intermediates. Non-availability of them at times can be a threat for the industry.
The Company is now exporting to all the countries in the world so that effect of adverse weather conditions on its business is
neutralized by diverting sales to other parts of the world.
The Company builds up enough inventory at all times to ensure that all inputs are available at all times.
At times, there is negative perception for the agrochemical industry. For this, the industry is taking steps to educate and improve
communication with actual users.
SEGMENTWISE PERFORMANCE:a)
agrochemicals agrochemicals accounted for 80% of total sales of the Company. This business has been growing rapidly
in domestic as well as world market.
b)
Industrial chemicals and intermediates this segment accounted for 19% of total sales.
c)
Power power plant is a captive plant and electricity generated therefrom is used captively. Small surplus is sold to Gujarat
Electricity Board.
25
d)
Exports During the year the exports were almost 55% of total sales. This segment grows every year in terms of value as
well as volume.
BUSINESS OUTLOOK:There are tremendous opportunities for growth for the Company. All over the world, consumption of agrochemicals is going
up. The Company has been introducing 2 to 3 new agrochemicals every year in the market. Its R & D team is engaged in
improving the quality of the products as also manufacturing processes and technology. Its excellent network for distribution
both in domestic and international markets has made it a very reliable supplier and this helps to improve its sales. Acquisition
of new business and products also enables the Company to enter into new markets with its products which increases sales and
profits. Overall, the business outlook is encouraging.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :The Company has a system of internal controls to effectively provide for safety of its assets, reliability of financial controls and
compliance with various statutory requirements. The internal controls are designed to provide efficient operations and processes
and ensure the use of resources in the best possible way. Data security measures are in place to ensure that there is no
unauthorized use of any assets or property of the Company.
The Company has an in-house internal audit team which regularly carries out audit of factory operations, records of
subsidiaries, job worker sites and various other functions. The team examines the adequacy and compliance of
various statutory requirements. It also evaluates risk management system for various functions. The Company has
also appointed professionals to carry out internal audit of various functions and records of depots. In addition, the
top management and the audit committee of the Board regularly review the findings and recommendations of internal
audit team.
RISKS AND CONCERNS :The Agrochemical industry faces the risk of seasonal and weather factors. The weather can affect the presence of pest infestations
and affect the demand for crop protection products as also mix of such products. In the domestic markets, the sales are highly
seasonal, mainly during the monsoon. Any adverse agriculture season in India will have a negative effect on the sales.
Another risk faced by the industry is the difficulty in development and introduction of new agrochemicals. Research and
development is expensive and prolonged, and entails uncertainty as to its returns and results.
Another risk faced by the Company is the increased use of biotechnology products. The usage of agrochemicals is significantly
less for genetically modified (GM) crops. The growth and acceptance of GM crops by consumers may have an adverse effect on
Companys business.
The Company safeguards itself by obtaining global insurance cover for its assets, stock, receivables, product liability, etc.
Companys exports go up every year and exchange rate fluctuations can affect its realizations for sale of its products. To
overcome this, the Company obtains forward cover.
FINANCIAL AND OPERATION PERFORMANCE :During the year, the turnover has gone up from Rs.1450.94 crores to Rs.1590.89 crores. Majority of the Companys sales are in
international markets, through various subsidiaries. The consolidated turnover has gone up from Rs.2311.18 crores to Rs.3515.51
crores. Profit before taxes and exceptional items of restructuring costs have gone up from Rs.318.07 crores to Rs.415.62 crores.
HUMAN RESOURCES DEVELOPMENT :The Company employs skilled and talented people to look after various operations. The Company provides adequate training
to all its staff and workers and offers opportunities and growth so as to bring the best out of them. Employees stock option
scheme, 2008 is introduced by the Company. This will provide motivation and sense of participation to the employees.
As on 31st March 2008, the number of employees was 2081.
CAUTIONARY STATEMENT :Certain statements in this section relating to estimates, projections and expectations may be forward looking
within the meaning of applicable laws and regulations. The actual results may be different from what has been envisaged.
The factors that may affect the performance will be adverse season, non-availability of raw materials, introduction of
GM crops, exchange rate fluctuations, Government policies, tariff, delay in product registrations and various
other factors.
26
AUDITORS REPORT
TO
THE MEMBERS OF
We have audited the attached Balance Sheet of UNITED PHOSPHORUS LIMITED as at 31st March 2008, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial
statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section
(4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs
4 and 5 of the said Order, on the basis of such checks of the books and records of the Company as we considered appropriate
and the information and explanations given to us during the course of our audit;
Further to our comments in the Annexure referred to above, we report that:
(a)
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit;
(b)
In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our
examination of those books;
(c)
The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this Report are in agreement with
the books of account;
(d)
The Company has continued with the net deferred tax liability amounting to Rs.2,121 lacs as on 31st March, 2008
without recognising deferred tax asset to the said extent as required by Accounting Standard (AS) 22 Taxes on Income
issued by the Institute of Chartered Accountants of India (Refer Note No. 16(a) in Schedule T), Except for the above, in
our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this Report
comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;
(e)
On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report
that none of the Directors is disqualified as on 31st March, 2008 from being appointed as a Director under clause (g) of subsection (1) of Section 274 of the Companies Act, 1956;
(f)
(i)
The Company has continued with the net deferred tax liability amounting to Rs.2,121 lacs as on 31st March, 2008
without recognising deferred tax asset to the said extent. As a result of the above, the profit after taxation for the year
and reserves and surplus as at 31st March, 2008 are lower by Rs.2,121 lacs and deferred tax liability as at 31st
March, 2008 is higher by Rs.2,121 lacs (Refer Note No. 16(a) in Schedule T).
(ii)
Subject to the above, in our opinion and to the best of our information and according to the explanations given to us,
the accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the
manner so required and give a true and fair view in conformity with the accounting principles generally accepted in
India;
(a)
In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;
(b)
In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and
(c)
In the case of the cash flow statement, of the cash flows for the year ended on that date.
For S. V. GHATALIA & ASSOCIATES
Mumbai,
2nd May, 2008
(P.V.PARANJAPE)
Partner
27
ANNEXURE TO THE AUDITORS REPORT*
(* Referred to in our Report of even date on the accounts of United Phosphorus Limited for the year ended 31st March, 2008)
1.
2.
3.
28
(a)
The Company has maintained proper records to show full particulars including quantitative details and situation of
fixed assets.
(b)
As explained to us, some of the fixed assets have been physically verified by the management under the phased
programme of physical verification which, in our opinion, is reasonable having regard to the size of the Company and
the nature of its assets. The frequency of verification is reasonable and no material discrepancies have been noticed
on such physical verification.
(c)
During the year, the Company has not disposed off a substantial part of the fixed assets.
(a)
The inventories, except for stock-in-transit and materials lying with outside parties, have been physically verified by
the management during the year. In our opinion, the frequency of verification is reasonable.
(b)
In our opinion, the procedures of physical verification of inventories followed by the management are reasonable
and adequate in relation to the size of the Company and the nature of its business.
(c)
The Company has maintained proper records of inventories. The discrepancies noticed on physical verification of
stocks as compared to book records were not material and the same have been properly dealt with in the books of
account.
(a)
The Company had granted unsecured loans to four companies covered in the register maintained under Section 301
of the Companies Act, 1956. The maximum amount involved during the year was Rs.14,986 lacs and the year end
balance of the said loans was Rs.801 lacs.
(b)
In our opinion, the rate of interest and other terms and conditions of the aforesaid loans granted to the companies
covered in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to
the interest of the Company.
(c)
The parties have repaid the principal amount as stipulated and have been regular in payment of interest.
(d)
There are no overdue amount of the loans granted to the companies covered in the register maintained under Section
301 of the Companies Act, 1956.
(e)
Since the company has not taken any loan from companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956, the provisions of clauses 4(iii)(e), 4(iii)(f) and 4(iii)(g) of the Companies
(Auditors Report) Order, 2003, in respect of number of parties from whom the loan had been taken and the amount
involved, whether the rate of interest and other terms and conditions of the loans are prima facie prejudicial to the
interest of the Company, and whether the principal amount and interest has been paid regularly, are not applicable
to the Company.
4.
In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed
assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure
to correct major weaknesses in the internal control system.
5.
(a)
In our opinion and according to the information and explanations given to us, the particulars of contracts or
arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be
maintained under the said section.
(b)
In our opinion and according to the information and explanations given to us, the transactions made in pursuance of
contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and
exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the relevant time. However, in respect of certain transactions
of purchases and sales of goods, materials or services, we are unable to comment in respect thereof in the absence of
similar transactions with other parties.
6.
In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits
during the year and accordingly, the provisions of Sections 58A and 58AA or any other relevant provisions of the
Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from
the public, are not applicable to the company. We have been informed that no Order has been passed by the Company
Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
7.
In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.
8.
We have broadly reviewed the books of account maintained by the Company pursuant to the Order made by the Central
Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the
opinion that prima facie, the prescribed records have been maintained and the prescribed accounts are being made up.
We have however, not made a detailed examination of the said records.
9.
(a)
According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise
duty, cess and any other statutory dues have generally been deposited regularly during the year with the appropriate
authorities. There were no arrears of the aforesaid dues as on the date of the Balance Sheet for a period of more than
six months from the date they became payable.
(b)
According to the records of the Company, the dues of sales tax, income tax, custom duty, wealth tax, excise duty,
service tax, cess which have not been deposited on account of disputes and the forum where the dispute is pending
are as under:
Sr. Name of the statute
No.
1 Income tax Act, 1961
Nature of dues
Income-tax Demands
Amount (Rs. In lacs)
0.27
5.86
2
Sales tax Act
Sales Tax Demands
2,314.23
435.48
20.57
3
Central Excise Act
Excise Duty Demands
1,209.43
1,586.00
Forum where dispute is
Pending
Income-tax Appellate Tribunal,
Ahmedabad
Income-tax Appellate Tribunal,
Mumbai
Commissioner of Sales-tax,
Baroda
High Court, Gujarat.
Sales tax Tribunal, Chandigarh
Commissioner (Appeals)
Central Excise and Service Tax
Appellate Tribunal, Mumbai
10. The Company has no accumulated losses as at year-end and has not incurred cash losses during the financial year covered
by our audit and in the immediately preceding financial year.
11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment
of dues to a financial institution or bank or debenture holders.
12. The Company has maintained adequate documents and records in respect of loans and advances granted on the basis of
security by way of pledge of shares.
13. In our opinion, the Company is not a Chit Fund Company or a nidhi / mutual benefit fund / society. Therefore, the
provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly,
the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.
15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the
Company has given guarantees for loans taken by its subsidiary companies from banks or financial institutions are not
prejudicial to the interest of the Company.
16. In our opinion and according to the information and explanations given to us, the Company has generally applied the term
loans for the purpose for which the loans were obtained.
17. According to the information and explanations given to us and on an overall examination of the balance sheet and the cash
flow statement of the Company, we are of the opinion that the funds raised on short-term basis have not been used for longterm investments.
18. The Company has made preferential allotment of share warrants to a company covered in the register maintained under
Section 301 of the Companies Act, 1956. In our opinion, the price at which the aforesaid share warrants have been issued
is not prejudicial to the interest of the Company.
19. The Company has not issued any debentures during the year. Accordingly, the provisions of clause 4(xix) of the Companies
(Auditors Report) Order, 2003 in respect of creation of security or charge for debentures issued are not applicable to the
Company.
20. We have verified the end use of money raised by public issue as disclosed in the notes to the financial statements.
21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported
during the course of our audit.
Mumbai,
2nd May, 2008
(P.V.PARANJAPE)
Partner
29
BALANCE SHEET AS AT 31ST MARCH, 2008
Schedule
Rs. in lacs
A
4,393
8,528
165,918
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
SOURCES OF FUNDS:
1
SHAREHOLDERS FUNDS:
(a) Capital
(b) Warrant Application Money
(c) Reserves and Surplus
2
LOAN FUNDS:
(a) Secured Loans
(b) Unsecured Loans
3
DEFERRED PAYMENT LIABILITIES
4
DEFERRED TAX LIABILITY (NET)
B
C
D
17,640
133,027
TOTAL
FIXED ASSETS:
(a) Gross Block
(b) Less: Depreciation
(c)
(d)
E
Net Block
Capital Work-in-Progress
112,675
32,911
160,819
150,667
2,815
193,730
4,153
2,121
4,617
334,442
315,175
103,953
48,953
94,116
43,246
55,000
12,730
50,870
6,079
2
INTANGIBLE ASSETS
F
67,730
14,102
56,949
57,429
3
INVESTMENTS
G
83,120
39,239
4
CURRENT ASSETS, LOANS AND ADVANCES:
(a) Inventories
(b) Sundry Debtors
(c) Cash and Bank Balances
(d) Other Current Assets
(e) Loans and Advances
H
I
J
K
L
Less: CURRENT LIABILITIES AND PROVISIONS:
(a) Liabilities
(b) Provisions
M
N
30,227
49,852
30,383
7,101
130,871
25,942
38,056
18,377
8,377
140,658
248,434
231,410
73,804
5,140
69,852
_
78,944
69,852
NET CURRENT ASSETS
TOTAL
NOTES ON ACCOUNTS
30
108,925
178,839
APPLICATION OF FUNDS:
1
3,750
_
169,490
161,558
334,442
315,175
T
As per our attached Report of even date
R. D. SHROFF
S. KRISHNAN
P. V. PARANJAPE
Partner
A. C. ASHAR
Whole-time Director
M.B. TRIVEDI
Secretary
Mumbai, 2nd May, 2008
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008
Schedule
INCOME:
Sale of Products:
[Including sale of raw materials: Rs.4,325 lacs
(Previous Year : Rs. 1,340 lacs)]
Less: (a) Excise Duty
(b) Rebate and Discounts
Other Income from Operations
Other Income
O
P
Increase in Stocks
Q
EXPENDITURE:
Manufacturing and Other Expenses
Amortisation/Depreciation
Interest and Other Financial Costs
Amortisation of Deferred Revenue Expenses
R
S
PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEM
Exceptional Items
PROFIT BEFORE TAXATION
Less: Provision for Taxation:
Current
Minimum Alternative Tax entitlement
Deferred
Fringe Benefits Tax
Rs. in lacs
145,094
11,611
6,665
140,813
12,031
11,624
164,468
473
164,941
10,337
8,028
126,729
8,416
10,374
145,519
4,032
149,551
155,235
9,706
265
9,441
115,126
9,517
8,696
46
133,385
16,166
_
16,166
135,783
6,691
12,761
_
1,062
(1,052)
_
179
Prior Period Adjustments - Others (Net)
Prior Period Adjustments -Taxation
Debenture Redemption Reserve
61
_
_
4,821
Balance brought forward from Previous Year
Add: Amount transferred from General Reserve
390
_
Balance Carried to Balance Sheet
EARNING PER SHARE
(Refer Note No. 28 in Schedule T )
Basic Earning per Share (Rs.)
Diluted Earning per Share (Rs.)
Face Value per Share (Rs.)
NOTES ON ACCOUNTS
189
9,252
2,550
11,802
4,882
6,920
390
7,310
AMOUNT AVAILABLE FOR APPROPRIATION
Appropriations:
(a) Preference Dividend
(b) Dividend on Equity Shares
(i)
Interim
(ii) Final
(c) Tax on Distributed Profits:
(i)
On Preference Dividend
(ii) On Equity Dividend
(d) Transfer to General Reserve
Previous
Year
Rs. in lacs
159,089
PROFIT AFTER TAXATION
Add: Debenture Redemption Reserve written back
Less: (a)
(b)
(c)
(d)
Current
Year
Rs. in lacs
1,775
(1,765)
5,069
205
5,284
10,882
_
10,882
180
(2)
12
7,975
8,165
2,717
341
1,000
1,341
4,058
_
1
_
4,393
2,251
-
_
747
1,000
6,140
1,170
316
1,100
3,668
390
4.61
4.18
2.00
5.71
5.38
2.00
T
R. D. SHROFF
S. KRISHNAN
P. V. PARANJAPE
Partner
A. C. ASHAR
Whole-time Director
M.B. TRIVEDI
Secretary
31
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008
For the year
For the year
ended 31st
ended 31st
March, 2008
(Rs. in lacs)
(A)
(Rs. in lacs)
March, 2007
(Rs. in lacs)
(Rs. in lacs)
CASH FLOW FROM OPERATING ACTIVITIES
(1)
Net Profit Before Tax and Extraordinary/Exceptional
Items
(2)
9,706
16,166
Adjustments For :
Amortisation / Depreciation
6,691
9,517
Amortisation of Expenses
_
46
Loss/(Profit) on Sale of Fixed Assets
_
(203)
Assets Written Off
Loss/(Profit) on Sale of Investments
7
98
(1,644)
(2,657)
69
84
Provision for Diminution in Value of
Long-Term Investments
Provision for Doubtful Debts and Advances (Net)
Excess Provision Written Back (Net)
Bad Debts and Sundry Debit Balances Written Off
Sundry Credit Balances Written Back
Dividend/Interest on Investments
50
359
(550)
(182)
205
69
(155)
(82)
(330)
(1,531)
Other Interest Income
(9,595)
(6,139)
Interest Expenses
10,733
8,089
1,525
(1,579)
(33)
(26)
Exchange difference on Loans
Manufacturing Expenses Capitalised
Operating Profit Before Working Capital Changes
(3)
5,863
16,679
22,029
Adjustments for :
Trade and other receivables
Inventories
Trade Payable and other Liabilities
2,195
(1,879)
(3,747)
(6,092)
1,932
14,059
380
6,088
Cash Generated from Operations
17,059
28,117
(4)
Total Interest Paid
11,300
(6,976)
(5)
Taxes Paid
1,571
(2,269)
Cash Flow Before Extraordinary Items
4,188
18,872
(265)
-
(61)
(180)
3,862
18,692
(6)
Exceptional Items
(6)
Prior Period Expenditure
Net Cash from Operating Activities
32
6,973
A
CASH FLOW STATEMENT (CONTD.) :
For the year
For the year
ended 31st
ended 31st
March, 2008
(Rs. in lacs)
(B)
CASH FLOW FROM INVESTING ACTIVITIES
(1) Purchase of Fixed Assets
(2) Purchase of Intangible Assets
(3) Sale of Fixed Assets
(4) Investments in Subsidiaries
(5) Purchase of other Investments
(6) Sale of Investments in Subsidiaries
(7) Sale of Investments
(8) Dividend Received
(9) Interest Received
(10) Sundry Loans
(11) Advances and loans to subsidiaries
March, 2007
(Rs. in lacs)
(14,955)
(14,030)
26
(11,451)
(35,000)
_
Net Cash used in Investing Activities
(C)
(Rs. in lacs)
B
CASH FLOW FROM FINANCING ACTIVITIES
(1) Redemption of Preference Share Capital
(2) Borrowings (Net)
(3) Warrant Application Money
(4) Proceeds from Issue of Shares
(5) Share/Bond/Debenture Issue Expenses
(6) Dividends Paid
(7) Tax on Distributed Profits
Net Increase in Cash and Cash Equivalents
Cash and Cash Equivalents as at the Beginning of the year
Cash and Cash Equivalents as on 1st April, 2007
transferred pursuant to the Scheme of Arrangement
(Refer Note No. 5 in Schedule T)
4,145
330
9,498
(19,866)
17,622
(10,149)
(46,153)
235
(37,937)
(8,700)
84,726
11,220
1,531
1,103
(3,191)
(105,685)
(63,681)
(113,000)
_
(12)
83,118
_
_
(40,434)
8,528
105,278
(1,404)
(144)
_
Net Cash From Financing Activities
(Rs. in lacs)
(77)
(3,957)
(579)
C
71,824
78,493
(A + B + C)
12,005
(15,815)
18,377
34,192
1
_
Cash and Cash Equivalents as at the Close of the year
Note:
Cash and Cash equivalents at the end of the year
are after adjustments of foreign exchange loss of
Rs. Nil (Previous Year: Rs. 24.44 lacs)
18,378
30,383
34,192
18,377
R. D. SHROFF
S. KRISHNAN
P. V. PARANJAPE
Partner
A. C. ASHAR
Whole-time Director
M.B. TRIVEDI
Secretary
33
SCHEDULE FORMING PART OF THE BALANCE SHEET
SCHEDULE A:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
15,500
14,000
500
5,500
14,000
500
30,000
20,000
4,393
3,750
4,393
3,750
CAPITAL:
Authorised:
77,50,00,000 (Previous Year : 27,50,00,000) Equity Shares of Rs. 2 each
1,40,00,000 Preference Shares of Rs. 100 each
50,00,000 Preference Shares of Rs. 10 each
Issued, Subscribed and Paid-up:
21,96,45,756 (Previous Year : 18,75,22,068) Equity Shares of
Rs. 2 each fully paid-up
Notes:
34
TOTAL
1.
Of the above, 12,73,31,215 Equity Shares of Rs.2 each fully paid-up have
been allotted pursuant to a Scheme of Arrangement, without payments being
received in cash.
2.
During the year, out of Foreign Currency Convertible Bonds (FCCB) of Series
B issued in financial years 2005 and 2006 and outstanding as on 31st
March, 2007 amounting to USD 79.24 million, FCCB amounting to USD 10
million have been converted into 18,70,588 equity shares of Rs. 2 each fully
paid-up. The said equity shares shall rank pari-passu with the other equity
shares. In respect of the balance FCCB aggregating to USD 68.70 million, the
bond holders have an option to convert the said FCCB into equity shares.
Rs. in lacs
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
SCHEDULE B:
RESERVES AND SURPLUS:
1. Capital Redemption Reserve:
Balance as per last Balance Sheet
Add: Transferred from Profit and Loss Account
2.
3.
4.
3,312

3,312
Securities Premium:
Less: Adjustment of Balance in Product
Registration and Product Acquisitions
Accounts as on 31.3.2007 pursuant to the
Scheme of Arrangement (Refer Note No.5
in Schedule T)
Add: A m o u n t a r i s i n g o n c o n v e r s i o n o f
Foreign Currency Convertible Bonds
into equity shares
Add: Received on issue of equity shares during
the year
Less: Expenses incurred on issue of Equity/
Shares/Bonds/Debentures/Notes
53,327
7.
890
104,672

1,404
107,387

General Reserve:
Less: Adjustment of Balance in Product
Registration and Product Acquisitions
Accounts as on 31.3.2007 pursuant to the
Scheme of Arrangement (Refer Note No.5
in Schedule T)
Less: Excess of liabilities over assets taken
over pursuant to the Scheme of
Arrangement (Refer Note No.5 in
Schedule T)
Less: Transferred to Profit and Loss Account
77
53,327

38,494
Less :Provision for Gratuity
6.

4,119
Capital Reserve:
Balance as per last Balance sheet [Rs.0.26 lacs
(Previous year : Rs 0.25 lacs)]
Add: Amount arising in respect of fractional
entitlement on conversion of Foreign
Currency Convertible Bonds into equity
shares. [Nil (Previous Year: Rs.0.01 lacs)]
[Rs.0.26 lacs (Previous Year: Rs.0.26 lacs)]
3,312
52,514
53,327
Add: Transferred from Profit and Loss Account
5.
3,300
12

38,481
360

115

1,000
38,019
37,481
1,000
1,100
39,019

38,581
87
38,494
39,019
Debenture Redemption Reserve:
Add : Transferred from Profit and Loss Account
16,987
4,821
9,012
7,975
Less : Transferred to Profit and Loss Account
21,808
2,550
16,987

16,987
19,258
Foreign Currency Translation Reserve :
Balance as per last Balance sheet
Add: Exchange difference in respect of nonintegral foreign operation
Balance in Profit and Loss Account
TOTAL
(3,585)
(351)
(643)
(3,234)
(3,585)
390
108,925
(4,228)
1,170
165,918
35
Rs. in lacs
SCHEDULE C:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
SECURED LOANS:
1.
Secured Redeemable Non-convertible Debentures:
of Rs.10,00,000 each fully paid up
(a) 100 - 7.2% 7 year
(Refer Note No. 1 below)
(b) 500 - Floating Rate 7 year
2.
3.
From Banks:
(a) On Term Loan Accounts
(b) Under Vehicle Finance Schemes
(c) On Cash Credit and Working Capital
Demand Loan Accounts
From Others:
(a) From Technology Information Forecasting and
Assessment Council
(Refer Note No. 5(a) below)
(b) From Industrial Development Bank of India
(Refer Note No.5(b) below)
(c) External Commercial Borrowing from
International Finance Corporation
(Refer Note No. 5(c) below)
(d) From G.E.Capital Services India
TOTAL
36
1,000
1,000

5,000
1,000
6,000
6,375
8,050
140
251
5,149
10,116
11,664
18,417
8
21
93
314
4,875
6,284

1,875
4,976
8,494
17,640
32,911
SCHEDULE C (Contd.):
Notes:
1.
Debentures referred above are redeemable at par in three annual instalments in the ratio of 30%, 30% and 40% commencing
from 1st October, 2009 and have a put and call option at the end of 5th year i.e. 1st October, 2009. The aforesaid
Debentures are secured by a first mortgage and charge on immovable property at Ahmedabad, Gujarat and further are to
be secured by way of first charge on intangible assets of the Company.
2.
(a)
Term Loan from UTI Bank Limited amounting to Rs. 1,375 lacs is secured by first charge on all movable Plant and
Machinery, Equipments, Furnitures, and Fixtures etc. of the Company situated at Vapi, Ankleshwar, both present and
future, ranking pari-passu with existing chargeholders except fixed assets on which specific charge has been created
in favour of other Financial Institutions/Banks.
(b)
Term loan from State Bank of India amounting to Rs. 5,000 lacs is secured by way of a first charge on pari-passu basis
by hypothecation of movable plant and machinery, machinery spares, tools and accessories and other movables,
both present and future, whether installed or not, situated at Vapi, Ankleshwar and Halol units of the Company
excluding assets on which specific first charge is already created/to be created in favour of other lenders. Further, the
aforesaid loan is further secured by way of first mortgage and charge on leasehold land situated at Vapi and Ankleshwar
units and land at Halol Unit together with all buildings and structures thereon and all plant and machinery attached
to earth.
3.
Term Loans from ICICI Bank Limited and Citibank Limited under Vehicle Finance Schemes amounting to Rs. 135 lacs and
Rs.5 lacs, respectively, are secured by an exclusive charge by way of hypothecation of vehicles purchased under the said
Schemes.
4.
Cash Credit and Working Capital Demand Loan Accounts from Banks are secured by hypothecation of present and future
inventories, book debts, etc. of the Company wherever situated.
5.
(a)
Term loan from Technology Information Forecasting and Assessment Council (TIFAC) amounting to Rs. 8 lacs is to
be secured by a first charge by way of hypothecation of all movable assets other than book debts, both present and
future, except stock of raw materials, stores, semi-finished and finished goods, on which charge has been created and/
or is to be created in favour of Companys bankers and such other movables which may be agreed to by TIFAC.
(b)
Term loan from Industrial Development Bank of India amounting to Rs. 93 lacs is secured:
(i)
exclusively by way of hypothecation of plant and machinery of Aluminium Phosphite Plant, Pesticides Technical
Plant, D.V.Ester Plant and D.G.Set situated at Vapi and Phosphomidon Plant and Para Chloro Ortho Cresol Plant
situated at Ankleshwar.
(ii)
by way of first charge by hypothecation of movable properties of the Company including movable plant and
machinery, machinery spares, tools and accessories and other movables, both present and future, situated
within the Companys factories, premises and godowns or elsewhere.
(iii) by way of first mortgage and charge on leasehold land situated at Vapi, Ankleshwar and Halol Units.
(c)
External Commercial Borrowing from International Finance Corporation amounting to Rs. 4,875 lacs is secured by
pari-passu first charge by way of hypothecation of specific movable assets, present and future, situated at Jhagadia
Unit of the Company.
37
SCHEDULE D:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
7,500

19,500
UNSECURED LOANS:
1.
Term Loans from Banks
2.
Commercial Papers
[Maximum amount outstanding at any time during the year Rs. 15,000 lacs (Previous Year: Rs.19,500 lacs)]
3.
27,562
34,519
4.
External Commercial Borrowings
64,211
65,723
5.
Syndicated Notes
33,754
34,076
6.
From Housing Development Finance Corporation Limited
under Employees Housing Loan Scheme
TOTAL
38

133,027
7,000
1
160,819
Total
(Refer Note No.2 given below)
Previous Year
Land - Freehold
Land - Leasehold
Buildings
(Refer Note No. 1 given below)
Plant and Machinery
Laboratory Equipments
Furniture, Fixtures and Equipments
Vehicles
Temporary Structures
Assets taken on Lease:
(a) Plant and Machinery
(b) Computer Equipments
1,032
94,116
-
-
10,900
93
86,834
791
19
6
-
3
213
Assets
transferred
pursuant to
the Scheme of
Arrangement*
71,965
168
2,564
1,328
3
193
2,610
4,292
As at 31st March,
2007
7,605
8,914
-
7,420
23
296
-
1,175
323
109
-
31
3
75
-
-
Additions during
Deductions
the year during the year
G R O S S B L O C K (AT COST OR BOOK VALUE)
94,116
103,953
10,900
93
80,145
210
2,863
1,253
3
193
2,613
5,680
As at 31st March
2008
38,187
43,246
5,519
77
34,058
37
1,779
691
3
1,082
Upto 31st March,
2007
14,030
69,382
23,229
Total
Previous Year
46,153
873
1,440
11,664
53
Additions
during
the year
6,071
9,095
810
53,281
125
Data Access Fees
Product Registrations
Task Force Expenses
Product Acquisitions
Software/Licence Fees
As at 31st March,
2007
-
62,376
9,095
53,281
-
Adjustments
pursuant to
the Scheme of
Arrangement*
GROSS BLOCK
-
-
-
Deductions
during
the year
69,382
21,036
6,944
1,440
810
11,664
178
As at 31st March
2008
7,688
11,953
4,963
3,675
776
2,489
50
Upto 31st March,
2007
193
76
-
12
3
61
-
-
-
-
-
Deductions/
Adjustments
-
6,164
3,675
2,489
-
4,265
1,145
737
288
8
76
36
Adjustments Provided during
pursuant
the year
to the
Scheme of
Arrangement*
5,252
5,546
537
6
4,487
10
213
157
-
136
Deductions/ Provided during
Adjustments
the year
AMORTISATION
237
-
198
1
2
-
36
Transferred
pursuant to the
Scheme of
Arrangement*
DEPRECIATION
Notes:
1.
Certain intangible assets which are required to be held outside India and where the Company is the beneficial owner of the said intangible assets, are held in the name of overseas subsidiary companies.
2.
* Refer Note No. 5 in Schedule T
1
2
3
4
5
Sr. Description of Assets
SCHEDULE F:
INTANGIBLE ASSETS:
Notes:
1.
Buildings include those purchased on hire purchase basis amounting to Rs.4.92 lacs, the ownership whereof has not yet been transferred to the Company.
2.
Capital Work-in-Progress includes Advances for Capital Expenditure Rs. 668.19 lacs (Previous Year: Rs.515 lacs).
3.
* Refer Note No. 5 in Schedule `T'
4
5
6
7
8
9
1
2
3
SCHEDULE E:
FIXED ASSETS:
11,953
6,934
5,700
288
784
76
86
Total upto 31st
March, 2008
43,246
48,953
6,056
83
38,731
48
1,991
787
3
1,254
Total upto 31st
March, 2008
(Rs. in lacs)
56,949
67,730
14,102
1,244
1,152
26
11,588
92
57,429
1,108
5,420
34
50,792
75
As at 31st March, As at 31st March,
2008
2007
NET AMOUNT
(Rs. in lacs)
6,079
50,870
5,381
16
37,907
131
785
637
-
193
2,610
3,210
12,730
55,000
4,844
10
41,414
162
872
466
-
193
2,613
4,426
As at 31st March, As at 31st March,
2008
2007
NET BLOCK
39
SCHEDULE G:
INVESTMENTS (At Cost):
I.
LONG-TERM:
1. IN GOVERNMENT SECURITIES: (Unquoted)
(a) National Savings Certificates
[Face Value: Rs. Nil (Previous Year: Rs. 1 lac)]
Deposited with Government Authorities
(b) Indira Vikas Patra [Face Value: Rs. 0.06 lac]
Deposited with Government Authorities [Rs.0.06 lacs]
2.
3.
4.
IN SUBSIDIARY COMPANIES:
Unquoted:
(a) 2,36,000 Ordinary Shares of US $ 100 each fully paidup in Bio-Win Corporation Ltd.
(b) 2,00,00,000 (Previous Year: Nil) 3% Redeemable
Preference Shares of US $ 1 each fully paid-up in
Bio-Win Corporation Limited
(c) 60,00,000 (Previous Year: Nil) 3% Redeemable
Preference Shares of Euro 1 each fully paid-up in
Bio-Win Corporation Limited
(d) 50,007 Equity Shares of Rs.10 each fully paid-up in
Shroffs United Chemicals Limited
(e) 10,00,007 Equity Shares of Rs. 10 each fully paid-up
in SWAL Corporation Limited
(f) 702,000 6% Non-Cumulative Redeemable Convertible
Preference Shares of Rs.100 each fully paid-up in
SWAL Corporation Limited.
(g) Nil (Previous Year: 84,00,000) Equity Shares of
Rs. 10 each fully paid-up in Advanta India Limited
(h) Nil (Previous Year: 26,00,000) Equity Shares of Rs. 10
each fully paid-up in Kerala Enviro Infrastructure
Limited
TRADE INVESTMENTS : (Unquoted)
(a) 1,627 Equity Shares of Tk.1,000 each fully
paid-up in United Phosphorus (Bangladesh) Limited
(b) 57 Ordinary Shares of 1 Rand each fully paid-up
in Cropserve (PTY) Limited
IN SHARES (OTHER THAN TRADE):
(a) Quoted:
(i) 84,00,000 (Previous Year: Nil) Equity Shares of
Rs.10 each fully paid-up in Advanta India Limited
(i) 28,100 Equity Shares of Rs.10 each fully paid-up
in Gujarat State Financial Corporation
(iii) 50,000 Equity Shares of Rs. 10 each fully paid-up
in Nivi Trading Limited.
(iv) 41,150 Equity Shares of Rs.10 each fully paid-up
in Transpek Industry Limited
(v) 5,307 Equity Shares of Rs.10
each fully paid-up in IDFC Limited
(vi) 3,598 Equity Shares of Rs.10
each fully paid-up in Bank of Baroda Limited.
Rs. in lacs
As at 31st
March, 2008
Rs. in lacs

1

9,419
40
1
9,419
8,004

3,447

5
5
1,691
1,691
702
702

23,649

260
23,268
4
35,726
4
289
289
293
23,649
293

6
6
6
6
68
68
2
2
8
8
23,739
Carried Forward
As at 31st
March, 2007
Rs. in lacs
90
23,561
36,020
SCHEDULE G (Contd.)
(b)
Brought Forward
Unquoted:
(i) 10,00,000 Equity Shares of Rs.10 each fully
paid-up in Agrinet Solutions Limited
(ii) 18,52,088 Equity Shares of Rs.10 each fully
paid-up in Bharuch Eco Aqua Infrastructure
Limited.
(iii) 10,000 Equity Shares of Rs.10 each fully
paid-up in Janakalyan Sahakari Bank Limited
(iv) 10,00,000 Equity Shares of Rs.10 each fully
paid-up in Uniphos Agro Industries Limited
(v) 45,000 Equity Shares of Rs.10 each fully
paid-up in Bloom Packaging Private Limited.
(vi) 26,00,000 (Previous Year: Nil) Equity Shares of
Rs.10 each fully paid-up in Kerala Enviro
Infrastructure Limited
Rs. in lacs
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
23,561
36,020
315
315
185
185
1
1
50
50
185
185
260

996
5.
OTHER INVESTMENTS:
Unquoted:
(I) Nil (Previous Year: 2,27,82,157) Unit Prudential ICICI
Liquid Fund - Super Investment Plan
[Net Asset Value: Nil (Previous Year: Rs. 2,500 lacs)]
(ii) 947 6.75% Tax Free Bonds of Unit Trust of India
of Rs.100 each fully paid-up

826
2500
1
Less: Provision for Diminution in value of Long-Term
Investments
II.
736
24,735
1
1
2,501
48,297
39,347
177
108
48,120
39,239
CURRENT INVESTMENTS:
IN MUTUAL FUNDS (UNQUOTED):
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
1,13,95,665 (Previous Year: Nil) units of Principal
Income Short Term Plan of Rs.10 each
[Net Asset Value: Rs.1,552 lacs (Previous Year: Nil)]
3,41,050 (Previous Year: Nil) units of Templeton Short
Income Fund of Rs. 1,000 each
1,98,89,415 (Previous Year: Nil) units of ICICI
Prudential Short Term Plan of Rs. 10 each
1,80,23,604 (Previous Year: Nil) units of Reliance
Short Term Fund - Retail of Rs. 10 each
1,00,00,000 (Previous Year: Nil) units of J.M.Interval
Fund of Rs.10 each
1,00,00,000 (Previous Year: Nil) units of Sundaram
BNP Paribas of Rs. 10 each
2,82,12,459 (Previous Year: Nil) units of LIC MF Liquid
Plus Fund - Growth Option - Liquid plus of Rs. 10 each
Carried Forward
1,500

4,000

3,000

2,500

1,000

3,000

48,120
39,239
41
Rs. in lacs
SCHEDULE G (Contd.)
Brought Forward
(viii) 1,84,75,580 (Previous Year: Nil) units of Reliance
Monthly Interval Fund - Series II Institutional Growth
Plan of Rs. 10 each
(ix) 2,37,07,473 Previous Year: Nil) units of Switch LIC
Mutual Fund - Liquid Scheme of Rs. 10 each
(x) 1,97,53,607 (Previous Year: Nil) units of Birla Sunlife
Liquid Fund of Rs.10 each
(xi) 2,75,576 (Previous Year: Nil) units of Reliance Liquid
Plus Fund of Rs. 1,000 each
(xii) 3,24,579 (Previous Year: Nil) units of UTI Liquid Plus
Fund - IP - Growth Option of Rs. 1000 each
(xiii) 2,33,54,446 (Previous Year: Nil) units of LIC Mutual
Fund Liquid Plus Fund of Rs. 10 each
(xiv) 2,21,92,041 (Previous Year: Nil) units of HSBC
Liquid Plus of Rs. 10 each
TOTAL
Notes:
1. Aggregate amount of Quoted Investments:
Cost (Net of Provision for Diminution)
Market Value
2. Aggregate amount of Unquoted Investments:
3. During the year, the Company has purchased and sold
the following shares/units
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
l)
m)
n)
o)
p)
q)
r)
s)
t)
42
UTI Liquid Plus Fund - IP - Growth
UTI Liquid Cash Plan Institutional - Growth
Sundaram BNP Paribas Money Fund Super Inst. Growth
PRU ICICI INST LIQ PLAN
LIC MF Liquid Plus Fund - Growth
Kotak Quartely Interval Plan Series 3 Growth
JM Money Manager Fund - Super Plus Plan
JM High Liquidity Fund-Super IP Plan-Growth
HSBC Liquid Plus Fund - IP Plus - Growth
HDFC Cash Mgmt Fund - Savings Plus - Wholesale - Growth
HDFC Cash Mgmt Fund - Savings Plan - Growth
DWS Money Plus Fund - IP - Growth
DWS Insta Cash Plus Fund
Birla SunLife Liquid Plus - IP - Growth
Birla Cash Plus -Inst Premium Plan-Growth
Bio-Win Corporation Ltd. Pref. Shares USD
Bio-Win Corporation Ltd. Pref. Shares EURO
AIG India Treasury Plus Fund - Super IP - Growth
ABN AMRO Money Plus IP Fund - Growth
ABN AMRO Cash Fund Institutional Plus-Growth
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
48,120
39,239
2,000

2,500

3,000

3,500

2,500

35,000

83,120
39,239
23,707
84,218
56
43
59,413
36,683
No. of
Shares/Units
768,179
311,080
70,841,955
88,155,877
135,212,489
10,000,000
44,970,373
20,253,903
18,390,128
58,769,495
30,602,003
137,405,118
48,452,899
70,649,843
39,857,470
35,000,000
14,000,000
19,823,963
21,607,737
24,849,660
Rs. in lacs
SCHEDULE H:
INVENTORIES:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
(Taken, valued and certified by a Director of the Company)
(At lower of Cost or Net Realisable Value)
1.
Stores and Spares (including Fuel)
1,229
1,152
2.
Packing Materials
1,576
1,525
3.
Stock-in-Trade:
(a) Finished Products
(b) By-Products
(c) Semi-finished Products
(d) Traded Goods
(e) Raw Materials
[Includes goods-in-transit Rs. 153 lacs
(Previous Year: Rs. Nil)]
10,513
1,007
3,979
637
11,286
TOTAL
11,985
871
2,627
492
7,290
27,422
23,265
30,227
25,942
SCHEDULE I :
SUNDRY DEBTORS:
Unsecured:
1.
2.
Debts outstanding for a period exceeding six months:
Considered Good
Considered Doubtful
10,403
2,655
11,388
2,744
Less: Provision for Doubtful Debts
13,058
2,655
14,132
2,744
Other Debts:
Considered Good
TOTAL
10,403
11,388
39,449
26,668
49,852
38,056
61
14
SCHEDULE J:
CASH AND BANK BALANCES:
1. Cash on hand
2.
Bank Balances:
(a) With Scheduled Banks:
(i)
(ii)
(iii)
(iv)
(v)
In Current Accounts
In Margin Accounts
In Foreign Currency Accounts
In Fixed Deposit Accounts
[Including Fixed Deposit Receipts for Rs. 76 lacs
(Previous Year: Rs. Nil) pledged with Bankers
against guarantees given by them]
In Unclaimed Dividend Accounts
TOTAL
25,187
11
4
5,076
8,156
14
4
10,001
44
188
30,322
18,363
30,383
18,377
43
Rs. in lacs
SCHEDULE K:
OTHER CURRENT ASSETS:
1. Interest/Dividend accrued on Investments
2. Interest Receivable
Considered Good
Considered Doubtful
3,729
5
3,734
5
Less: Provision
3.
4.
Export Benefits Receivable
Others
Considered Good
Considered Doubtful
578
186
764
186
Less: Provision
Notes:
1. Interest/Dividend accurued on Investments include
amounts due from a subsidiary Company
2. Interest receivable include amounts due from :
(a) Subsidiary Companies
(b) Uniphos Enterprises Limited, a company under
the same management [Maximum amount due
at any time during the year Rs. 6,481 lacs
(Previous Year: Rs.410 lacs)]
TOTAL
SCHEDULE L:
LOANS AND ADVANCES:
Unsecured and Considered Good, unless otherwise stated:
1. Advances and loans to subsidiaries
2. Advances recoverable in cash or in kind or for
value to be received:
Considered Good
Considered Doubtful
Less: Provision for Doubtful Advances
3.
4.
5.
6.
Payment of taxes less provision for taxation
Minimum Alternative Tax Credit Entitlement
Loans and Advances to Employees
Sundry Loans:
Considered Good
Considered Doubtful
1,942
76
2,018
76
Less: Provision for Doubtful Loans
7.
8.
9.
Deposits with the Collectorate of Central
Excise and Customs
Sundry Deposits
Share Application Money
Notes:
1. Advances recoverable in cash or in kind or for value
to be received include advance to:
(a) Uniphos Enterprises Limited, a Company under
the same management.[Maximum amount due
at any time during the year:
Rs.6,481 lacs (Previous Year: Rs.3,834 lacs)]
(b) A director for advance rent
2.
44
Sundry Deposits include amounts due from Directors
10,233
456
10,689
456
TOTAL
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
245
148
3,729
5,327
5
5,332
5
5,327
2,549
2,793
578
7,101
109
173
282
173
109
8,377
245
148
1,638
4,870
827
410
106,137
123,759
10,233
531
4,032
186
6,460
330
6,790
330
6,460
201
2,980
170
1,942
341
76
417
76
341
5,538
1,984
288
130,871
4,996
1,751

140,658

6
19
23
23
Rs. in lacs
SCHEDULE M:
LIABILITIES:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
6,949
15,901
51,112
47,063
1.
Acceptances
2.
Sundry Creditors
[Includes amount due to subsidiary companies
Rs.13,258 lacs (Previous Year: Rs.17,378 lacs)]
(Refer Note No. 4 in Schedule T )
3.
Advances against Orders
[Includes amount due to subsidiary companies
Rs.267 lacs (Previous Year: Rs.57 lacs)]
2,847
1,127
4.
Trade Deposits
1,309
591
5.
Investor Education and Protection Fund shall
be credited by the following amounts, as and
when due:
(a) Unpaid Dividend
(b) Unpaid Matured debentures
(c) Interest Accrued on above
6.
7.
8.
44
13
3
Bank Accounts Excess Drawn [Rs.0.68 lacs
(Previous Year : Rs. 0.48 lacs)]
Interest accrued but not due
Other liabilities
TOTAL
188
18
8
60
214
1
1,821
9,705

1,815
3,141
73,804
69,852
SCHEDULE N:
PROVISIONS:
1.
2.
Proposed Dividend on Equity Shares
Provision for Tax on Distributed Profits
on Equity Shares
TOTAL
4,393

747

5,140

45
SCHEDULE FORMING PART OF THE PROFIT AND LOSS ACCOUNT
Rs. in lacs
SCHEDULE O:
OTHER INCOME FROM OPERATIONS:
1. Export Incentives
Current
Year
Rs. in lacs
Previous
Year
Rs. in lacs
4,188
3,762
2.
Job-Work Charges
603
402
3.
Management Service Fees
107
201
4.
Refund of Excise Duty
1,318
1,851
5.
Refund of Sales-tax/Sales-tax set-off
6.
Discount Received
8
1
84
101
7.
Excess Provisions in respect of earlier years written back (Net)
550
182
8.
Sundry Credit Balances written back (Net)
155
82
9.
Exchange Difference (Net)
10. Profit on Sale of Assets (Net)
1,136
899

203
11. Income from Carbon Credits
1,475
12. Landfill Charges
1,787
13. Miscellaneous Receipts
TOTAL
SCHEDULE P:
OTHER INCOME:
1. Income from Long-Term Investments (Gross)
(a) Dividend from Subsidiary Companies
(b) Dividend on Trade Investments
(c) Dividend/Interest on other than Trade Investments
2.
3.
4.
TOTAL

620
732
12,031
8,416
245

85
Interest on Loans, Deposits etc. (Gross)
[Tax Deducted at Source Rs.59 lacs
(Previous Year: Rs. 164 lacs)]
Rent
Profit on Sale of Investments

1,491
8
32
330
9,595
1,531
6,139
55
1,644
47
2,657
11,624
10,374
SCHEDULE Q:
INCREASE IN STOCKS:
Closing Stocks:
(i)
( ii )
( iii )
( iv )
Finished Products
By-Products
Semi-finished Products
Traded Goods
10,513
1,007
3,979
637
16,136
Less : Opening Stocks :
(i)
( ii )
( iii )
( iv )
Finished Products
By-Products
Traded Goods
Add: Stocks transferred pursuant to the Scheme of
Arrangement (Refer Note No. 5 in Schedule T)
Less: Excise Duty on Stocks
46
11,985
871
2,627
492
15,975
11,985
871
2,627
492
7,891
790
2,123
530
15,975
11,334
106

16,081
11,334
55
4,641
(418)
609
473
4,032
SCHEDULE FORMING PART OF THE PROFIT AND LOSS ACCOUNT
Rs. in lacs
SCHEDULE R:
MANUFACTURING AND OTHER EXPENSES:
1. RAW MATERIALS CONSUMED:
Opening Stock
Add: Stocks transferred pursuant to the Scheme of
Arrangement (Refer Note No. 5 in Schedule T)
Add: Purchases
Less: Closing Stock
PURCHASES OF TRADED GOODS
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
(a) Salaries, Wages, Bonus and Other Benefits
(b) Contribution to Provident Fund and Other Funds
(c) Retirement Benefits
(d) Welfare Expenses
4.
OPERATING AND OTHER EXPENSES:
(a) Stores and Spares Consumed
(b) Power and Fuel
(c) Repairs to Buildings
(d) Repairs to Machinery
(e) Other Repairs
(f) Labour/Processing Charges
(g) Rent
(h) Rates and Taxes
(i) Insurance Charges
(j) Commission on Sales
(k) Advertisement and Sales Promotion
(l) Travelling and Conveyance
(m) Legal and Professional Fees
(n) Charity and Donations
(o) Bad Debts written off
(p) Provision for Doubtful Debts and Advances (Net)
(q) Provision for Diminutions of Long-term investments (Net)
(r) Effluent Disposal Charges
(s) Assets written off
(t) Directors Fees
(u) Other Expenses
5.
6.
CONTAINERS AND PACKING MATERIALS CONSUMED
TRANSPORT CHARGES
TOTAL
SCHEDULE S:
INTEREST AND OTHER FINANCIAL COSTS:
1. On Debentures
2. On Term Loans
3. On Cash Credit and Working Capital Demand Loan Accounts
4. On Fixed Deposits and Fixed Loans
5. Other Interest
6. Cash Discount
7. Exchange Difference on Borrowings
8. Other Financial Charges
TOTAL
Previous
Year
Rs. in lacs
7,290
6,248
338
80,060

67,802
87,688
11,286
74,050
7,290
[Including cost of raw materials sold Rs.3,773 lacs
(Previous Year: Rs. 1,328 lacs)]
2.
3.
Current
Year
Rs. in lacs
76,402
66,760
7,099
3,950
6,707
336
625
1,065
5,292
251
294
924
8,733
2,293
5,151
148
815
416
5,666
950
761
755
2,999
1,400
2,018
2,672
325
205
50
69
1,557
7
5
2,282
6,761
2,243
3,649
160
813
340
3,761
651
341
649
4,649
1,192
1,974
2,028
208
69
359
84
1,149
98
3
2,019
30,544
7,948
5,057
26,439
6,770
4,446
135,783
115,126
1,559
4,873
2,116
122
1,392
671
1,525
503
1,630
3,639
1,266
102
1,565
607
(1,579)
1,466
12,761
8,696
47
SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT
SCHEDULE T:
NOTES ON ACCOUNTS:
1.
48
SIGNIFICANT ACCOUNTING POLICIES:
(a) System of Accounting:
(i) The Company follows the mercantile system of accounting and recognises income and expenditure on accrual
basis and for this purpose, certain items of income such as overdue interest from customers, etc. have been
considered to the extent the amount is ascertainable/accepted by the parties.
(ii) Revenue from sale of Certified Emission Reduction (CER) is recognised as income on delivery thereof in terms of
the contract with the respective buyers.
(iii) Financial statements are based on historical cost. These costs are not adjusted to reflect the impact of the
changing value in the purchasing power of money.
(b) Fixed Assets:
Fixed Assets are stated at cost less accumulated depreciation and provision for impairment, if any.
(c) Intangible Assets
Intangible assets are stated at cost less accumulated amortisation.
(d) Depreciation:
(i) Leasehold Land:
No amount has been written off against leasehold land since as per the lease agreements, the leases are
renewable at the option of the Company for a further period of 99 years at the end of the lease period of 99 years,
without/marginal payment of further premium.
(ii) Other Fixed Assets:
a) In respect of all assets at Ankleshwar Unit, Jhagadia Unit, Vapi Unit at A-2/1, GIDC, Vapi, Haldia Unit,
Research and Development assets and additions to Plant and Machinery from 1st January, 1983 of Vapi
Unit at 11, GIDC, Vapi, on straight line basis in accordance with Section 205(2)(b) of the Companies Act,
1956 as under:
(i) At the straight line rates corresponding to the rates applicable under the Income-tax Rules in force at
the time of acquisition/installation of the said assets, in accordance with Circular No.1/86 dated 21st
May, 1986 issued by the Department of Company Affairs in respect of additions to the aforesaid Fixed
Assets upto 1st April, 1987.
(ii) At the straight line rates specified in Schedule XIV of the Companies Act, 1956 in respect of additions
to the aforesaid Fixed Assets on or after 2nd April, 1987.
(iii) In respect of additions to the following Plant and Machinery after 1st October, 2001 at the straight line
rates specified below:
Membrane used in Caustic Chlorine Plant - 20%
Hot section in the Power Plant - 33%
(b) In respect of all other Fixed Assets, on written down value basis in accordance with Section 205(2)(a) of the
Companies Act, 1956 at the rates specified in Schedule XIV to the Companies Act, 1956.
(c) Assets costing Rs.5,000 or less have been depreciated at the rate of 100%.
(d) In respect of additions to/deletions from the Fixed Assets, on pro-rata basis with reference to the month of
addition/deletion of the Assets.
(e) Inventories:
(i) Stocks of stores and spares, packing materials and raw materials are valued at lower of cost or net realisable value
and for this purpose, cost is determined on moving weighted average basis. However, the aforesaid items are
not valued below cost if the finished products in which they are to be incorporated are expected to be sold at
or above cost .
(ii) Semi-finished products, finished products and by-products are valued at lower of cost or net realisable value
and for this purpose, cost is determined on standard costing basis.
(iii) Traded goods are valued at lower of cost or net realisable value.
(f) Amortisation of Intangible Assets:
(i) Expenditure incurred on product acquisitions are amortised on straight line basis over a period of fifteen years
from the month of addition, to match their expected future economic benefits.
(ii) Other intangible assets are amortised on straight line basis over a period of five years.
(Also Refer Note No. 5 below)
(g) Investments:
Long-term investments are carried at cost of acquisition. However, the carrying amount is reduced to recognise a
decline, other than temporary, in the value of long-term investments by a charge to the profit and loss account.
Current investements are stated at lower of cost and fair value determined on individual investment basis.
(h) Export Benefits:
Duty free imports of raw materials under Advance Licence for imports as per the Import and Export Policy are
matched with the exports made against the said licences and the net benefit / obligation has been accounted by
making suitable adjustments in raw material consumption.
SCHEDULE T (CONTD.) :
The benefit accrued under the Duty Entitlement Pass Book Scheme as per the Import and Export Policy in respect of
exports made under the said scheme has been included under the head Export Incentives in Other Income from
operations.
(i)
Retirement Benefits:
(i) Provident Fund is a defined contribution scheme established under a State Plan. The contributions to the
scheme are charged to the profit and loss account in the year when the contributions to the funds are due.
(ii) Superannuation Fund is a defined contribution scheme and contributions to the scheme are charged to the
profit and loss account in the year when the contributions are due. The scheme is funded with an insurance
company in the form of a qualifying insurance policy.
(iii) The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of
service gets a gratuity on post employment at 15 days salary (last drawn salary) for each completed year of
service as per the rules of the Company. The aforesaid liability is provided for on the basis of an actuarial
valuation made at the end of the financial year. The scheme is funded with an insurance company in the form
of a qualifying insurance policy.
(iv) The Company has other long-term employee benefits in the nature of leave encashment. The liability in respect
of leave encashment is provided for on the basis of actuarial valuation made at the end of the financial year. The
aforesaid leave encashment is funded with an insurance company in the form of a qualifying insurance policy.
(v) Actuarial gains/ losses are recognised immediately to the profit and loss account.
(j)
Foreign Currency Transactions:
(i) Transactions in foreign currency are recorded by applying the exchange rate at the date of the transaction.
Monetary items denominated in foreign currency remaining unsettled at the end of the year, are translated at the
closing rates, prevailing on the Balance Sheet date. Exchange differences arising as a result of the above are
recognised as income or expense in the profit and loss account except for exchange differences arising on a
monetary item which, in substance, form part of the Companys net investment in a non-integral foreign operation
which is accumulated in a Foreign Currency Translation Reserve until the disposal of the net investment.
(ii) In the case of forward contracts, the premium or discount arising at the inception of the contract is amortised as
an expense or income over the life of the contract.
(k)
Derivative Instruments
The Company uses derivative financial instruments such as forward exchange contracts, option contracts and
interest rate swaps to hedge its risks associated with foreign currency fluctuations and interest rate. Accounting policy
for forward exchange contracts is given in Note No. 1 (j) above
Interest rate swap - Swap contracts are initially recognised at fair value on the date on which a derivative contract is
entered into and subsequently remeasured at fair value. Such contract is carried as assets when fair value is positive
and liabilities when the fair values are negative.
Option contracts - The Company provides for losses in respect of all outstanding option contracts at the balance sheet
date by marking them to market.
Research and Development Costs:
Research and Development Costs (other than cost of fixed assets acquired) are charged as an expense in the year in
which they are incurred and are reflected under the appropriate heads of account.
(l)
(m) Borrowing Costs:
Interest and other costs incurred for acquisition of qualifying assets, upto the date of commissioning / installation, are
capitalised as part of the cost of the said assets.
(n)
Assets taken on Lease:
(i) Operating Leases:
Rentals and all other expenses in respect of assets taken on lease are treated as revenue expenditure.
(ii) Finance Leases:
Assets acquired under finance leases are capitalised and a corresponding loan liability is recognised. The lease
rentals paid are bifurcated into principal and interest component by applying an implicit rate of return. The
interest is charged as a period cost and the principal amount is adjusted against the liability recognised in respect
of assets taken on financial lease.
(o)
Taxation:
Income-tax expense comprises of current tax and deferred tax charge or credit. The deferred tax charge or credit is
recognised using current tax rates. Deferred tax assets are recognised only if there is sufficient evidence that future
taxable income will be available.
(p)
Premium on redemption of Debentures/Bonds:
Premium payable on redemption of Debentures/Bonds is provided in the year of redemption of Debentures/Bonds.
(q)
Provisions
A provision is recognised when the Company has a present legal or constructive obligation as a result of past events
and it is possible that an obligation of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate of the amount of the obligation can be made.
49
2.
50
CONTINGENT LIABILITIES NOT PROVIDED FOR:
(a) Disputed Income-tax Liability (excluding interest)
(b) Disputed Excise Duty Liability (excluding interest)
(c) Disputed Sales-tax Liability
(d) Disputed Custom Duty liability
(e) Disputed Penalty on water tax
(f) Bills/Cheques purchased/discounted with the banks
and remaining unpaid as at the date of the Balance Sheet
(g) Bills discounted under Letter of Credit and remaining
unpaid at the date of the Balance Sheet
(h) Guarantees given by Companys Bankers on behalf of
the Company to third parties
(i) Corporate guarantees given on behalf of subsidiary
companies:
(i) Bio-win Corporation Limited
(ii) United Phosphorus Limited, U.K.
(iii) United Phosphorus Limited, Hong Kong
(iv) United Phosphorus Inc. USA
(j) Claims against the Company not acknowledged as debts
(k) The Company has undertaken an export obligation of
8 times the CIF value of machinery imported by the
Company to be fullfilled over a period of 8 years. The
obligation outstanding as on the date of the Balance
Sheet amounts to Rs.4,387 lacs (Previous Year: Nil)
3.
Estimated amount of contracts remaining to be executed
on capital account and not provided for (net of advances)
4.
In absence of information with the Company, the names of
suppliers who are registered as micro, small or medium
enterprises under The Micro, Small and Medium
Enterprises Development Act, 2006, as at 31st March 2008
have not been given.
5.
A Scheme of Arrangement between the Company and
SWAL Corporation Limited (SWAL) and their respective
shareholders under sections 391 to 394 read with Section
78 and Sections 100 to 103 of the Companies Act, 1956
was sanctioned by the Honble Bombay High Court on
29th February, 2008 and High Court of Judicature at Gujarat
on 16th April, 2008 and became effective from 30th April,
2008. As per the said Scheme:
(a) The whole of the undertaking and properties of Haldia
Division being the manufacturing division of
agrochemicals (Demerged Undertaking) of SWAL
(Demerged Company) is demerged and transferred
to and vested in the Company as a going concern with
effect from the appointed date, viz. 1st April, 2007.
(b) All the assets and liabilities pertaining to the Demerged
Undertaking existing immediately before the appointed
date, as certified by the board of Directors of both the
Companies, have been transferred to the Company
and have been recorded at their respective book values
as appearing in the books of account of SWAL
immediately before the demerger.
(c) The entire share capital of SWAL is held by the
Company and its nominee/s. Accordingly, no
consideration of demerger has been made.
(d) The excess of liabilities over the assets acquired by the
Company as on the appointed date under the aforesaid
Scheme amounting to Rs.115 lacs has been debited to
the general reserve.
(e) Transfer of materials from Haldia Division to the
Marketing Division of SWAL from the appointed date
till the effective date has been treated as sales by the
Haldia Division and purchases by the Marketing
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
69
2,795
2,750
138
161
69
2,858
1,778
138

2,000
6,687
2,165
988
5,521
1,491

6,375
1,003
2,407
421
545

1,089
2,614
411
2,625
2,561
(f)
(g)
Division at the rates as mutually decided by the board
of directors of the Company and SWAL.
Reduction of Capital under sections 100 to 103 of the
Companies Act, 1956 has been sanctioned under the
scheme and accordingly, the debit balance aggregating
to Rs.56,212 lacs in respect of Product Registrations
and Product Acquisitions amounting to Rs.5,420
lacs and Rs.50,792 lacs respectively appearing as on
31st March, 2007 has been debited to the Securities
Premium Account and the General Reserve after
adjusting for deferred tax arising on account of these
assets amounting to Rs.2,525 lacs.
The stamp duty payable in respect of transfer of
ownership of assets pursuant to demerger of Haldia
Division of SWAL with the Company will be accounted
for in the year of payment / adjudication.
6.
During the year, the Company has made an issue of
2,41,66,000 equity shares of Rs.2 each on 19th October,
2007 to Qualified Institutional buyers at a price of Rs.350
per share and a preferential issue of 3,11,70,000 warrants
with an option to apply for equivalent number of equity
shares of Rs. 2 each to a promoter group Company on 25th
October, 2007 at a price of Rs.340 per share. Out of the
said warrants, 60,87,100 warrants have been converted
into equal number of equity shares of Rs. 2 each till 31st
March, 2008.
7.
Details of utilisation of proceeds from issue of shares to
Qualified Institutional Buyers (QIB) are as stated below:
Particulars
1.
2.
3.
4.
5.
Repayment of loans
Investment in wholly
owned subsidiary
Investments in Mutual Funds
Fixed Deposit with Bank
Share Issue Expenses
Total
8.
9.
Utilisation as on
31st March, 2008
(Rs. in lacs)
39,350
4,579
35,000
5,000
652
84,581
Provision for Taxation includes Provision for Wealth-Tax
Research and Development costs, as certified by the
Management, debited to the Profit and Loss Account :
a) Revenue Expenses debited to appropriate heads of account.
b) Depreciation on Research and Development Assets
10. Auditors Remuneration:
a) Audit Fees
b) For Taxation matters
c) For other matters
d) For Certification work
e) Reimbursement of out-of-pocket expenses
Notes: 1. Audit Fees includes fees for auditing consolidated
financial statements amounting to Rs.10 lacs
(Previous Year: Rs.10 lacs)
2. The aforesaid amount of auditors remuneration
does not include an amount of Rs.13 lacs
(Previous Year: Nil) paid for carrying out the
professional work in relation to the issue of shares
of the Company, which have been adjusted
against Securities Premium Account
Current Year
Rs. in lacs
Previous Year
Rs. in lacs
10
10
815
83
650
56
43
15
16
2
1
31
13
17
1
1
51
11. Deferred Payment Liabilities:
(a) are net of interest in respect of future instalments
(b) repayable within one year (net of interest)
12. Minimum Lease Payments in respect of assets acquired
under finance leases are as under:
(a) Payable not later than 1 year
(b) Payable later than 1 year and not later than 5 years
Total Minimum Lease Payments
Less: Future Finance Charges
Present Value of Minimum Lease Payments
13. Pre-operative expenses capitalised:
a) Interest and other costs
b) Salaries, wages and Other Expenses
14. Details of Donations to Political parties :
Bharatiya Janata Party
15. (a) Managerial remuneration for Managing/Wholetime Directors:
i.
Salaries
ii
Contribution to Provident Fund
iii Superannuation Scheme
iv. Gratuity
v. Perquisites
vi. Commission
TOTAL
(b) Computation of Commission payable to Managing/ Wholetime Directors
Profit before Taxation.
Add: (i) Depreciation charged in Accounts
(ii) Managerial Remuneration
(iii) Directors Fees
(iv) Commission to other Directors
(v) Profit on sales of Fixed Assets as per Section 350 of
the Companies Act, 1956.
(vi) Assets Written off
Less: (i)
Depreciation as per Section 350 of The Companies
Act, 1956
(ii) Profit on sale of Fixed Assets as per Accounts
(iii) Prior Period Adjustments - others (net)
(iv) Profit on Sale of Investments
Net Profit as per Section 309(5) of the Companies Act, 1956.
Commission to Managing/Wholetime Directors in terms of agreements.
Restricted to :
Commission to other Directors @ 1% thereof Rs.83 lacs,
(Previous Year Rs 140 lacs) which the Directors have agreed to restrict to
16. (a)
(b)
The Company has continued with the net deferred tax liability
amounting to Rs.2,121 lacs as on 31st March, 2008 without
recognising deferred tax asset to the said extent. As a result of the
above, the profit after taxation for the year and reserves and surplus
as at 31st March, 2008 are lower by Rs.2,121 lacs and deferred tax
liabilities as at 31st March, 2008 is higher by Rs.2,121 lacs
Break up of Deferred Tax Assets and Deferred Tax Liabilities:
a) Deferred Tax Assets:
(i) Unabsorbed Depreciation
(ii) Provision for Doubtful debts and advances
(iii) Others
b)
52
Deferred Tax Liabilities:
Depreciation
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
2,815
1,024
4,773
1,954
21
38
59
8
51
954

954
33
921
Current Year
Rs. in lacs
Previous Year
Rs. in lacs
569
34
318
26
35

274
33
41
13
36
180
577
198
24
30
10
38
238
538
9,441
5,546
577
5
12
16,166
5,252
538
3
12

7
6,147
203
98
6,106
5,546

61
1,644
7,251
8,337
333
180
5,252
203
259
2,657
8,372
13,900
664
238
12
12
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
6,233
1,148
213
7,594
3,298
1,131
142
4,571
9,715
9,188
9,715
9,188
Note:
Deferred Tax Asset on account of unabsorbed depreciation has been recognised, as the Company has timing difference on
account of depreciation, the reversal of which will result in sufficient taxable income.
17. Additional information pursuant to the provisions of paragraphs 3,4C and 4D of Part II of Schedule VI to the Companies
Act, 1956:
(A)
Licenced Capacity, Installed Capacity and Production:
SR.
No.
PRODUCT
Unit
1
Speciality Chemicals
Tonnes
5,470
2
Chloro-Alkaline Products
Tonnes
NM3
101,700

Tonnes
51,000
39,480
28,761
51,000
39,480
30,558
MW
48
48
2,553
(lacs KWH)
48
48
2,919
(lacs KWH)
Tonnes
40,411
52,018
30,155
36,735
45,205
30,076
Licenced
Capacity
3
Industrial Chemicals
4
Power
5
Pesticides
Current Year
Installed Production
Capacity
5,318
Licenced
Capacity
18
5,470
112,500
77,504
10,536,381
101,700

6
Mercury Salts
Tonnes
100
100
7
Pesticides Intermediates
Tonnes
KL
27,581
28,467

12,945

Previous Year
Installed Production
Capacity
5,318
86
112,500
109,640
12,015,623
100
100
24,701
27,667

15,617
378
Notes:
1.
Licensed and Installed Capacities are as certified by a Director on which the Auditors have relied, being a technical matter.
2.
Licensed capacity represents registered capacity with Directorate General of Technical Development (D.G.T.D.), capacity
intimated to D.G.T.D. under Industrial Licensing Policy and/or capacity intimated to Secretary for Industrial Approvals.
3.
Production includes quantities produced for captive consumption.
4.
During the year, the Company has produced 1,03,05,460 Litres (Previous Year: 98,47,265 Litres), 1,86,04,162 Kilograms
(Previous Year: 1,96,18,501 Kilograms) 1,38,640 pounds (Previous Year: 1,53,240 pounds) and 13,66,659 numbers
(Previous Year: 25,61,575 numbers) of formulations out of Technical Grade Products manufactured/purchased by the
Company.
5.
Production includes 3,068 Tonnes (Previous Year: 2,408 Tonnes) produced on Job-Work basis for outside parties.
(B)
Details of opening and closing stocks of finished products :
Class of Goods
Unit
(I) Manufactured Goods:
1. Pesticides
2. Pesticides
Intermediates
3. Speciality
Chemicals
4. Chloro-Alkaline
Products
5. Industrial
Chemicals
6. Others
Current Year
Previous Year
Opening Stock
Closing Stock
Opening Stock
Closing Stock
Quantity
Value Quantity
Value Quantity
Value Quantity
Value
(Rs.in lacs)
(Rs.in lacs)
(Rs.in lacs)
(Rs.in lacs)
Tonnes
2,938
K.L.
1,024
No. 743,320
LB 30,921
2. Others
TOTAL
5,529
2,290
209

2,259
1,201
92,688

3,655
2,938
2,406
1024
242 7,43,320

30,921
6,308
2,095
1,798
102
Tonnes
245
916
405
1,555
153
992
245
916
Tonnes
2
12
5
35

2
12
Tonnes
841
75
914
129
418
38
841
75
Tonnes
835
663
16
765
583
183
734
544
14
835
663
16
TOTAL
(II) Traded Goods:
1. Pesticides
6,308
2,262
2,095
1,006
1,798 109,981
102

11,985
Tonnes
K.L.
146
28
261
149
82
492
10,513
136
26
235
243
159
637
7,891
64
36
11
449
70
530
11,985
146
28
261
149
82
492
53
(C) Turnover:
Units
(I) Manufactured Goods :
1. Speciality Chemicals
2. Chloro-Alkaline Products
3. Industrial Chemicals
4. Power
5. Pesticides
6.
7.
II.
1.
Others
Traded Goods :
Pesticides
3. Hybrid Seeds
4. Others
Current Year
Quantity
Value
(Rs.in lacs)
Previous Year
Quantity
Value
(Rs.in lacs)
Tonnes
Tonnes
NM3
Tonnes
(Lacs kwh)
Tonnes
K.L.
Nos.
LB
Tonnes
61
71,682
10,464,150
10,356

50,631
9,563
2,595,522
169,560
7,213
147
10,360
1,489
7,731
185
84,451
22,519
8,117
597
8,766
1,987
85
79,713
11,980,053
10,813

42,048
8,735
1,906,921
122,320
7,354
281
12,326
1,546
8,649

78,215
19,820
8,237
465
7,652
1,790
Tonnes
K.L.
Tonnes
K.L.
Tonnes
2,544
398
50
48
1,041
5,882
1,171
153
98
889
222
154,764
1,351
106
15

3,773
810
42

148
143,754
TOTAL
(D) Purchases of Traded Goods:
Sr. Class of Goods
No.
Unit
1. Pesticides
Tonnes
K.L.
Tonnes
K.L.
Tonnes
3. Hybrid Seeds
4. Others
Current Year
Quantity
Value
(Rs.in lacs)
2,534
396
50
48
1,041
TOTAL
(E)
1,432
98

3,678
206

66
3,950
Raw Material Consumed
(excluding captively produced and consumed)
Sr. Class of Goods
No.
1.
2.
3.
4.
Phosphorus & Compounds
Salt
Gas/HSD
Organic Chemicals
5.
6.
Solvents
7.
Technical Pesticides
Units
Tonnes
Tonnes
SM3
M.T.
K.L.
M.T.
K.L.
M.T.
K.L.
M.T.
K.L.
M.T.
M.T.
M.T.
M3
M.T.
M.T.
M.T.
K.L.
LB
8. Minerals
9. Metal and Metal Powder
10. Hydrogenated Compounds
11. Emulsifiers
12. Metal chlorides
13. Inorganic Chemicals
14. Others
54
4,720
1,172
123
90
821
173
7,099
Previous Year
Quantity
Value
(Rs.in lacs)
TOTAL
Current Year
Quantity
Value
(Rs.in lacs)
4,227
93,076
62,986,481
32,997
2,482
33,114

17,470
2,344
3,602
494
2,618
953
712
147
770
2,735
27,625
19
42,586
3,997
701
6,678
11,274
459
15,874

6,373
986
8,934
1,059
175
1,376
360
13
642
769
2,688
1
14
10,256
72,629
Previous Year
Quantity
Value
(Rs.in lacs)
3,827
97,960
72,508,846
30,365
1,261
39,371
6
18,737
2,198
1,829
145
3,669
845
568
165
1,046
2,254
24,212
4
5,284
3,842
653
6,284
11,976
284
10,903
65
6,343
667
6,310
654
98
1,155
282
26
1,250
901
2,811

1
10,927
65,432
18. Consumption of Raw Materials, Components and Spare Parts.
A.
B.
Raw Materials:
Imported
Indigenous
Current Year
Rs. in lacs
Percentage
TOTAL
Components and Spare Parts*:
Imported
Indigenous
Previous Year
Rs. in lacs
Percentage
31,335
41,294
43.14
56.86
25,596
39,836
39.12
60.88
72,629
100.00
65.432
100.00

*
In giving the above information, the Company has taken the view that Components and Spare Parts as referred to
in Clause 4(c) of Part II of Schedule VI cover only such items as go directly into production and not those used as
spares for repairs and maintenance of Plant and Machinery.
Current Year
Previous Year
19. Value of Imports on C.I.F. basis :
Rs. in lacs
Rs. in lacs
(a) Raw Materials and Traded Goods
41,425
27,496
(b) Stores and Spares
46
21
(c) Components and Spare Parts*

(d) Capital Goods
2,907
735
*
In giving the above information, the Company has taken
the view that components and spare parts as referred to
in Clause 4-D(a) of Part II of Schedule VI cover only such
items as go directly into production and not those used
as spares for repairs and maintenance of Plant and
Machinery
20. Expenditure in Foreign Currency (on cash basis):
(a) Commission on Export Sales
(b) Foreign Travelling Expenses
(c) Interest and Bank charges
(d) Legal and Professional charges
(e) Product Registration and Data Access Fees
(f) Bond Issue expenses
(g) Purchase of Packing Materials
(h) Others
21. Amount remitted during the year in Foreign Currency on
account of dividends;
(a) Number of Equity Shareholders
(b) Number of Equity Shares held
(c) Face value per share (Rs)
(d) Year to which the dividend related
(e) Amount remitted (net of tax)
22. Earnings in Foreign Exchange:
(a) Exports of goods calculated on F.O.B. basis
[including exports through Export Houses:
Rs. 8 lacs (Previous Year: Rs.43 lacs)]
(b) Interest/Dividend
(c) Others
23. The Company has 50% ownership interest in United
Phosphorus Limited, Bangladesh, a jointly controlled entity
incorporated in Bangladesh. The proportionate interest of the
Company in the said entity as per the latest available audited
Balance Sheet as at 31st March, 2007 is as under:
(Rs. in lacs)
Assets
138
Liabilities
73
Income
214
Expenses
199
2,774
269
4,542
2,987
19,415
1
37
1,336
Current year

1,570
401
1,218
262
24,460
48
96
1,059
Previous Year
Interim
148
142,210
2
2006-07
2
Final
160
141,150
2
2005-06
1
Current Year
Rs. in lacs
Previous Year
Rs. in lacs
73,838
10,902
417
69,317
6,720
524
55
21. Segment information
1.
Information about Primary Business Segments (Rs. in lacs)
Particulars
Current Year
Agro Industrial
Chemicals Chemicals
Revenue
External
Inter Segment
Total Revenue
Segment Results
Contribution
Add:Inter Segment Profit
Total Segment Results
Unallocated Expenses
Net of Unallocated Income
Interest
Profit Before Taxation
and Exceptional items
Exceptional Items
Profit Before Taxation
Provision for Taxation
Current
Mat credit Entitlement
Deferred
Fringe Benefit Tax
Net Profit after Tax
Other Information
Segment Assets
Segment Liabilities
Capital Expenditure
Depreciation
Non Cash Expenses other
than Depreciation
2.
104,283
(21,493)
82,790
13,106
(2,311)
10,795
24,865
17,153
42,018
Previous Year
Power Others Unallocated
Total
Agro Industrial
Chemicals Chemicals
185
4,340
4,525
8,136

8,136
3,344

3,344
140,813

140,813
94,943
(20,270)
74,673
5,182
(6)
5,214 (2,903)
10,396 (2,909)
566

566
(370)

(370)
18,478

18,478
12,179
(3,398)
8,781
Power
Others Unallocated

4,854
4,854
2,874

2,874
7,375

6,145 (2,747)
13,520 (2,747)
213

213
189

189
19,956

19,956
26,097
15,416
41,513
Total
2,815 126,729

2,815 126,729

3,929
(12,762)

4,728
(8,696)

9,645
265
9,380

15,988

(1,062)
1,052

(179)
9,191

(1,775)
(5,069)
1,765
(205)
10,704
28,594 11,754
12,227
124
2,715
186
2,100 1,228
1,741
5,003

1
272,482
162,440
2,258
846
413,386
234,547
22,944
5,546
124,245
52,766
49,292
1,170
20
245
1,476
4,676
98,816
54,753
17,785
1,371
982
229

26,153 10,759
13,256
299
1,758
194
1,974 1,339
31
35
878 222,992 385,027
2,190 203,841 272,352

2,514 53,758
2
767
5,252

186
4,928
Information about Secondary Business Segments (Rs. in lacs)
Current Year
PreviousYear
India
Outside India
Total
India
Outside India
Total
External
Inter Segment
65,173

75,640

140,813

55,502

71,227

126,729

Total
65,173
75,640
140,813
55,502
71,227
126,729
377,250
36,136
413,386
354,424
30,603
385,027
22,944

22,944
53,758

53,758
Revenue by Geographical Market
Carrying amount of Segment Assets
Additions to Fixed Assets
(including Intagible assets)
3.
Notes
(1)
The Company is organised into four main business segments namely :
a)
b)
c)
d)
(2)
Segment Revenue in the above segments is sale of products
(3)
Inter Segment Revenue has been computed on the basis of average selling price for the year.
(4)
Segment Revenue in the geographical segments considered for disclosure are as follows:
a)
b)
(5)
56
Agro Chemicals - comprising of Agrochemicals Technicals and Formulations.
Industrial Chemicals - comprising of Industrial Chemicals and Speciality Chemicals.
Power.
Others - primarily comprising of Traded Products.
Revenue within India includes sales to customers located within India.
Revenue outside India includes sales to customers located outside India .
Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments
and amounts allocated on a reasonable basis.
25. Related party disclosure as required by Accounting Standard (AS) - 18 Related Party Disclosures issued by the
Institute of Chartered Accountants of India are given below:
(a)
Relationship:
(i) Subsidiary Companies:
Agrodan Aps
Biowin Corporation Limited
United Phosphorus De Mexico S.A. De C.V
United Phosphorus Limited (Australia).
United Phosphorus Limited (Hong Kong)
United Phosphorus Limited (Russia).
United Phosphorus Limited (Shanghai) Co. Ltd., China
United Phosphorus, Inc. (USA)
United Phosphorus Limited, Japan
United Phosphorus Limited U.K.
United Phosphorus Limited (Zambia)
United Phosphorus De Argentina S.A.
United Phosphorus Belgium S P R L
United Phosphorus South Africa Limited
United Phosphorus (Korea) Limited
United Phosphorus Limited New Zealand
PT. United Phosphorus Indonesia
United Phosphorus Limited, Gibraltar
Inventa Corporation
United Phosphorus Do Brazil Ltda.
Advanta Finance BV (upto 12th April, 2007)
Advanta India Limited (upto 12th April, 2007)
Advanta International BV (upto 12th April, 2007)
Advanta Netherlands Holding BV (upto 12th April, 2007)
Advanta Semilas SAIC, Argentina (upto 12th April, 2007)
Advanta Holdings BV (upto 12th April, 2007)
Agrindustrial, S.A.
Compania Espanola Indusrtrial Quimica de Productos Agricolas Y.Domesticos, S.A.
Pacific Seeds Holding Limited, Thailand (upto 12th April, 2007)
Pacific Seeds Limited, Thailand (upto 12th April, 2007)
Pacific Seeds Pty Limited, Australia (upto 12th April, 2007)
Phosfonia, S.L.
Reposo S.A.I.C
SWAL Corporation Limited
Transterra Invest, S.L.U.
United Phosphorus Sole Partner Limited, Greece
United Phosphorus (Taiwan) Limited,
Universal Pestochem Industries Limited
PT Catur Agrodaya Mandiri
United Phosphorus Limited, Vietnam
Crop Serve (Pvt) Ltd - Zambia
Prime Agri Centre (Pvt) Ltd
Agri Pack Zambia Limited
United Phosphorus Limited, SRL, Italy
Cerexagri - Costa Rica S.A.
Safepack Products Limited
Cerexagri - BV, Netherlands
Cerexagri Italia S.R.L.
Cerexagri Iberica S.A.U.
Desarollo Quimico Industrial S.A.
Cerexagri SAS - France
Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sti
Cerexagri - Delaware Inc (DE)
Cerexagri Inc (PA)
Anning Decco Fine Chemicals Co. Limited - China
United Phosphorus Switzerland Limited
United Phosphorus Holding Japan Co. Ltd.
57
United Phosphorus Holdings BV, Netherlands
Decco Italia
Eddyville Consultant Group Inc - Panama
Evofarm Colombia SA
Evofarms SA - Colombia
Global Chem Trade Corp - Panama
Icona S.A.
Icona San Luis S.A
Jaingzu Kaznam Chemical Group Corp. - Panama
United Phosphorus Limited, Colombia
Nippon UPL KK
(ii)
Associate Companies:
Advanta India Limited (From 13th April, 2007)
Advanta Finance BV (From 13th April, 2007)
Advanta International BV (From 13th April, 2007)
Advanta Netherlands Holding BV (From 13th April, 2007)
Advanta Semilas SAIC, Argentina (From 13th April, 2007)
Advanta Holdings BV (From 13th April, 2007)
Pacific Seeds Holding Limited, Thailand (From 13th April, 2007)
Pacific Seeds Limited, Thailand (From 13th April, 2007)
Pacific Seeds Pty Limited, Australia (From 13th April, 2007)
Agrinet Solutions Limited
United Phosphorus Zimbabwe Limited
Advanta Seed International, Mauritius
Longreach Plant Breeders Managements pty Limited, Australia
(iii) Joint Venture Company:
United Phosphorus Limited Bangladesh.
Hodogaya UPL Co. Limited, Japan
Nisso TM LLC
Cerexagri - Nisso LLC
(iv) Enterprises over which key management personnel and their relatives have significant influence:
Uniphos Agro Industries Limited
Uniphos Enterprises Limited
Nivi Trading Limited
Bloom Packaging Private Limited
Bloom Industrial Plastics Private Limited
Kline Chemicals Private Limited
Nerka Chemicals Private Limited
Equator Holdings Private Limited
Shroff Envirotral Private Limited
Ultima Search
Jai Research Foundation
Vikram Farm
Search Enviro Limited
Bharuch Enviro Infrastructure Limited
UPL Environmental Engineers Limited
Demuric Holdings Pvt. Ltd.
(v)
58
Key Management Personnel and their relatives :
Whole Time Directors and their relatives
Mr. Rajnikant.D. Shroff
Mrs. Sandra R. Shroff
Mr. Kalyan Banerjee
Mr. Jaidev R. Shroff
Mr. Arun C. Ashar
Mr. Vikram R. Shroff
Mrs. Shilpa Sagar
Mrs. Asha Ashar
Mr. Navin Ashar
(b)
The following transactions were carried out with the related parties in the ordinary course of business.
Current Year
(Rs. in lacs)
Nature of Transactions
1.
Subsidiary
Associate
Companies Companies
Previous Year
(Rs. in lacs)
Joint
Venture
Company
Other
related
Parties
108
Subsidiary
Associate
Companies Companies
Joint
Venture
Company
Other
related
Parties
Income
Sale of Goods
(Net of Rebates and Discounts)
47
185

56

Management Fees

64
Dividend Received
245
84

Services
Sale of DEPB licence
Sale of Fixed Assets
42,699
3
90

53
293

4,882
755

11,696
45,205

137
267

161

1,491

64
8

243

1

85
1,279

1,131
2. Expenses
Purchase of Goods
1,631
Purchase of Intangible Assets
Purchase of Fixed Assets
Services
Rent
Commission on Exports
Others
3. Write Back of Payables

45,342

52

266
246
625

3,027

1,454

126

125

241
6
494
75

2,633

2

2
4. Finance
Loans Given
62,392
Purchase of Shares
33,316
Sale of Shares
Interest Received
Preferential Issue of Warrants
7,854

147,255

37,937

84,726

522
5,531

311

105,978

22,872

7,682
205

10,990
5. Reimbursements
Received
Made
1,176
8

150
560

33
144
88

356

10
13,405
1,401

925
17,378

224
6. Outstandings as at the
Balance Sheet Date
Payables
(Including Trade Advances)
Receivables
Loans Given (Refer Note 1 below)
Sundry Deposits given
Interest/Dividend Receivable
30,308

28
111
33,741

106,137

123,759

38

115

75

75
1,883
306

861
5,018

410
9,785

11,071

7. Guarantee Given on
behalf of Companies
59
Note 1
Current Year
(Rs in lacs)
Nature of Relationship
Previous Year
(Rs in lacs)
Amount
outstanding
at the
year end
Maximum
amount of loan
outstanding
during the year
106,035
184,254
Amount
Maximum
outstanding amount of loan
at the
outstanding
year end during the year
Subsidiaries
Bio-win Corporation Limited
(c)
123,657
151,707

997
102
102
102
102
Current Year
Rs in lacs
Previous Year
Rs in lacs
Remuneration
Rent Paid
Professional Fees
Sale of Fixed Assets
577
114

545
43
7
198
Outstandings as at the Balance Sheet Date:
Remuneration Payable
Rent Payable
Advance Rent
180
58
22

238
58
13
29
EUR
USD
USD
EUR
INR
Amount
outstanding
( In lacs)
250
603
2,984
890
5,000
Purpose Hedging/
Speculation
Hedging
Hedging
Hedging
Hedging
Hedging
EUR
GBP
JPY
USD
AUD
EUR
GBP
JPY
USD
662
17
1,461
3,154
21
789
14
1,083
2,624
Transactions with Directors and their Relatives
26. Foreign exchange derivatives and exposures outstanding
as at the Balance Sheet date:
Nature of Instrument
a)
b)
c)
Forward contract - Buy
Forward contract - Sell
Derivative contracts - Payables
Un-hedged Foreign Currency Exposure on:
(i) Payable
(ii)
Receivable
27. The Company, as part of its hedging policy, has taken option
contract and has paid the premium thereon amounting to
Rs.2,177 lacs. Out of the said amount, during the year, the
Company has recognised an amount of Rs.1,803 lacs as an
expense under the head exchange difference in Schedule S - Interest and Other Financial Costs.
60
Currency
Current Year
Rs in lacs
Previous Year
Rs in lacs
9,252

61

10,882
1
180
(2)
(A)
9,191
10,703
(B)
(A)/(B)
199,226,283
4.61
2.00
187,294,871
5.71
2.00
9,252
10,882

61

1
180
(2)
9,191
10,703
92
9,283
117
10,820
199,226,283
22,680,602
187,294,871
13,624,668
(B)
221,906,885
200,919,539
(A)/(B)
4.18
2.00
5.38
2.00
28. Earning per Share
(a) Basic Earning Per Share:
Profit after taxation as per Profit and Loss Account
Less: (a) Preference Dividend including tax thereon
(b) Prior Period Adjustments - others
(c) Prior Perid Adjustments - Taxation
Weighted number of Equity Shares Outstanding
Basic Earning Per Share (in Rupees)
Nominal value of equity shares (in Rupees)
(b)
Dilluted Earning Per Share:
Profit after taxation as per Profit and Loss Account
(b) Prior Period Adjustments - others
(c) Prior Perid Adjustments - Taxation
Add: Increase in profit attributable to equity
shareholders (net of tax)
(A)
Weighted number of Equity Shares Outstanding
Add: Dilutive impact of Foreign Currency Convertible Bonds
and Share Warrants
Weighted number of Equity Shares for Computing diluted
earning per share
Dilluted Earning Per Share (in Rupees)
Nominal value of equity share (in Rupees)
29. Retirement Benefits:
Disclosure as required by Accounting Standard (AS) - 15 (Revised 2005)
Employee Benefits issued by the Institute of Chartered Accountants of
India are given below:
a)
The amounts recognised in the statement of Profit and Loss Account are as follows:
(i) Defined Benefit Plan
Current service cost
Interest cost on benefit obligation
Expected return on plan assets
Net actuarial gain recognised during the year
Amount included under the head payments to and provisions for
employees in Schedule R Manufacturing and Other Expenses.
Actual return on plan assets
(ii)
Defined Contribution Plan
Current service cost included under the head payments to and
provisions for employees in Schedule R Manufacturing and Other Expenses.
(iii) Defined Contribution Plan
Current service cost included under the head payments to and
provisions for employees in Schedule R Manufacturing and Other Expenses.
Gratuity
Current Year
(Rs. in Lacs)
70
58
66
(65)
Previous Year
(Rs. in Lacs)
127
50
(41)
(70)
129
66
90
61
Provident Fund
Current Year Previous Year
(Rs. in Lacs)
(Rs. in Lacs)
299
224
Superannuation Fund
Current Year Previous Year
(Rs. in Lacs)
(Rs. in Lacs)
151
106
61
b)
The amounts recognised in the Balance Sheet are as follows:
Defined Benefit Plan - Gratuity
As at
As at
31st March,
31st March,
2008
2007
(Rs. in Lacs)
(Rs. in Lacs)
809
719
911
817
Present value of funded obligation
Less: Fair value of plan assets
Net Asset included under the head Loans and Advances in
Schedule L - Loans and Advances
c)
102
Changes in the present value of the defined benefit obligation representing
reconciliation of opening and closing balance thereof are as follows:
Opening defined benefit obligation
Interest cost
Current service cost
Benefits paid
Actuarial gains on obligation
Gratuity
As at
As at
31st March,
31st March,
2008
2007
(Rs. in Lacs)
(Rs. in Lacs)
719
631
57
50
70
127
(116)
(39)
79
(50)
Closing defined benefit obligation
d)
98
809
719
Changes in the fair value of plan assets are as follows:
Opening fair value of plan assets
Expected return
Contibutions made by employer during the year
Benefits paid
Actuarial gains
Gratuity
As at
As at
31st March,
31st March,
2008
2007
(Rs. in Lacs)
(Rs. in Lacs)
817
66
41
5
756
23
20
Closing fair value of plan assets
911
817
Gratuity
(Rs. in Lacs)
e)
Expected contribution to defined benefit plan for the year 2008 - 09
f)
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Gratuity
As at
As at
31st March,
31st March,
2008
2007
(Rs. in Lacs)
(Rs. in Lacs)
Investments with insurer under:
(a) Group Balanced Fund
19.77
19.54
(b) Group Growth Fund
80.23
80.46
g)
The principal actuarial assumptions at the Balance Sheet date.
Discount rate
Expected rate of return on plan assets
Mortality table
Proportion of employees opting for early retirement
62
50
Current Year
8%
8%
LIC (1994 - 96)
Ultimate
5% for age 18 to
49 and 1% hereafter.
Previous Year
8%
8%
LIC (1994 - 96)
Ultimate
5% for age 18 to
49 and 1% hereafter.
The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
30. Additional Information as required under Part IV of Schedule VI to the Companies Act 1956
BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE
(i)
Registration Details
Registration No.
25132
Balance Sheet Date
(ii)
State Code:
3
1
Date
0 3
Month
Capital raised during the year (Amount in Rs. Thousands)
Public Issue
483,320
2
0 0
Year
04
8
Rights issue
NIL
Private Placement/
Bond Conversions
159,154
Bonus Issue
NIL
(iii) Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities
Total Assets
33,444,285
33,444,285
Souces of Funds
Paid up Capital
Reserves & Surplus
439,291
16,591,880
Warrant Application Money
Unsecured Loans *
852,819
13,796,353
Secured Loans
1,763,942
Application of Funds
Net Fixed Assets @
Investments
8,183,223
8,312,040
Net Current Assets
Misc. Expenditure
16,949,022
Accumulated Losses
NIL
* Including Deferred Payment Liabilities of Rs. 281,514
and Deferred Tax Liability of Rs. 212,087
@ including Intangible Assets of Rs.1,410,239
(iv) Performance of Company (Amount in Rs. Thousands)
Turnover (Total Revenue)
Total Expenditure
16,446,788
15,476,220
+ / - Profit/Loss before Tax
+/Profit/Loss after Tax
+
944,115
+
925,181
Earning per Share in Rs.
Dividend Rate %
4.61
100%
(v) Generic Names of Three Principal Products/Services of the Company (As per monetary terms)
Item Code No. (ITC Code)
380810.24
Product Description
CYPERMETHRIN TECHNICAL
2815.11.00
Product Description
CAUSTIC SODA
291900.09
Product Description
TRIMETHYL PHOSPHITE
31. Previous Years figures have been regrouped/rearranged wherever necessary.
P. V. PARANJAPE
Partner
SIGNATURE TO SCHEDULES A TO T
R. D. SHROFF
A. C. ASHAR
Whole-time Director
S. KRISHNAN
M.B. TRIVEDI
Secretary
63
Statement pursuant to exemption received under section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies
Sr. Name of the Subsidiary Company
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
United Phosphorus Limited, U.K.
United Phosphorus Inc., U.S.A.
United Phosphorus Limited, Australia
United Phosphorus de Mexico,
S.A. de C.V.
United Phosphorus Limited, Hongkong
Bio-win Corporation
United Phosphorus Limited, Russia
United Phosphorus (Shanghai) Company
Limited
United Phosphorus (Zambia) Limited
United Phosphorus de Argentina, S.A.
United Phosphorus Limited, Korea
Agrodan, ApS
United Phosphorus Limited, New Zealand
United Phosphorus Limited, Indonesia
Inventa Corporation
United Phosphorus do Brasil Ltda
Compania Espanola Industrial
Quimica de Productos Agricolas y
Domesticos, S.A.
Agrindustrial, S.A.
Phosfonia, S.L.
Reposo S.A.I.C.
Transterra Invest, S. L. U.
United Phosphorus Sole Partner
Limited, Greece
United Phosphorus (Taiwan) Limited
United Phosphorus Holdings B.V.
United Phosphorus Italy S.R.L.
PT Catur Agrodaya Mandiri
United Phosphorus Holding Japan
Co. Ltd.
United Phosphorus Switzerland Ltd.
United Phosphorus Vietnam Limited
Agpack Zambia Limited
Prime Agri Centre Zambia Limited
Cropserve Zambia Limited
Cerexagri Iberica, S.A.U.
Cerexagri Delaware, Inc.
Cerexagri SAS
Cerexagri B.V.
Cerexagri Costa Rica, S.A.
Anning Decco Fine Chemical Co. Limited
Desarrollo Quimico Industrial, S.A.
Cerexagri, Inc.
Cerexagri Ziraat Kimya San Tic Ltd Sti
UPL Columbia
Icona S A
Icona Sanluis S A
Decco Italia SRL
Nippon UPL K.K.
Global Chem Trade Corp.
Jiangsu Kaznam Chemical Group
Eddyville Consultants Group Inc.
Evofarms Colombia S A
Evofarms S A
Reporting
Currency
Exchange
Rate
Capital
GBP
USD
AUD
MXN
79.69
40.12
36.60
3.75
HKD
USD
RUB
5.14
40.12
1.71
0.01
94.68
0.01
RMB
ZMK
JPY
ARS
KRW
DKK
NZD
USD
IDR
INR
USD
EUR
BRL
EUR
5.72
10.87
0.40
12.69
0.04
8.50
31.58
40.12
4.70
1.00
40.12
63.28
22.97
63.28
0.95
0.01
0.40
0.13
0.28
2.13
0.02
0.46
0.05
0.08
0.12
1.64
0.34
(0.25)
1.02
(0.01)
(0.11)
(1.32)
11.41
(0.03)
423.78
0.09
(0.04)
(1.01)
(0.12)
(1.03)
24.92
EUR
EUR
ARS
INR
EUR
USD
63.28
63.28
12.69
1.00
63.28
40.12
0.63
8.02
54.51
0.09
NTD
EUR
EUR
IDR
1.32
63.28
63.28
4.70
0.13
466.51
1.96
0.47
JPY
CHF
VND
ZMK
ZMK
ZMK
EUR
EUR
USD
EUR
EUR
CRC
CNY
EUR
USD
TRY
ILS
COP
ARS
ARS
EUR
JPY
USD
USD
USD
COP
COP
0.40
40.30
2.51
10.87
10.87
10.87
63.28
63.28
40.12
63.28
63.28
0.08
5.72
63.28
40.12
30.63
11.29
21.87
12.69
12.69
63.28
0.40
40.12
40.12
40.12
21.87
21.87
Rs. in Crores
Reserves
Total
Assets
Total
Liabilities
Investment
other than
Investment in
Subsidiary
Turnover
Profit Provision
Profit Proposed
before
for
after Dividend
Taxation Taxation Taxation
181.31 (40.95)
200.60 (128.30)
0.37
4.97
0.20
11.22
846.86
974.47
51.90
43.10
706.50
902.17
46.56
31.68
-
383.48
833.76
60.85
65.98
5.25 (1.62)
3.63
(38.97) (15.38) (23.59)
2.44 (0.74)
1.69
4.98
1.43
3.55
8.39
23.25
153.32 1,576.00
5.06
8.64
14.86
1,331.18
3.56
3.19
-
40.58
20.91
3.90
2.43
20.32
(0.34)
0.76
-
2.43
21.08
(0.34)
2.45
-
2.66
4.76
1.36
0.14
1.88
13.76
2.18
565.89
8.74
1.03
0.11
0.03
0.65
92.56
1.97
3.74
0.96
0.12
3.00
0.22
2.22
142.10
8.19
1.02
1.04
0.03
0.04
67.34
0.08
0.04
4.58
1.01
3.76
4.50
0.05
1.71
213.75
5.38
128.73
0.11
0.22
0.07
(0.02)
(0.73)
0.80
0.16
88.62
0.09
*
(0.01)
0.16
9.68
0.03
0.20
*
(3.03)
0.11
0.22
0.03
(0.02)
(0.73)
0.60
0.16
88.62
0.09
*
(0.01)
0.16
6.65
-
8.88
(1.63)
(6.47)
(37.81)
76.01
83.63
221.96
40.33
66.50
77.24
159.24
78.06
-
83.67
123.18
0.13
363.09
4.41
1.91
(7.27)
10.11
(1.56)
(0.32)
3.77
-
2.85
1.60
(3.49)
10.11
-
(0.48)
(75.05)
0.25
0.32
0.00
769.50
18.47
6.66
0.35
378.03
16.26
5.87
-
18.16
6.44
(0.20)
(73.81)
0.46
0.35
- (0.20)
- (73.81)
0.19
0.27
(0.04)
0.32
-
0.60
0.02
0.40
(0.07)
3.63
(0.50)
0.03
(1.49)
0.27
(1.21)
0.11
0.48
1.14
21.41
0.63
2.19
427.81 (285.79)
83.80 (31.00)
143.07
7.64
0.41
0.14
4.58
7.89
6.69 (30.81)
124.15
11.11
0.93
4.02
*
21.05
0.01
(0.09)
1.23
19.47
3.71
12.04
6.65
4.25
2.02
0.00
0.04
9.83
0.04
5.22
0.04
0.03
0.61
5.84
0.04
(0.07)
2.10
0.34
32.14
0.35
3.31
23.12
43.82
177.86
166.40
235.01
249.67
4.93
13.62
47.63
159.62
19.39
26.54
5.66
36.99
22.49
19.16
4.78
18.55
6.18
0.65
24.62
0.15
89.75
0.01
29.09
1.82
4.24
22.53
21.27
175.04
24.37
182.21
98.96
4.39
1.15
71.75
24.37
14.44
5.49
5.74
16.28
6.73
8.26
2.76
8.67
0.91
0.57
18.17
0.18
88.28
0.08
-
1.01
23.46
0.07
5.81
30.08
60.44
67.33
71.53
523.70
280.05
3.23
18.27
100.97
71.53
23.55
26.54
4.34
33.20
20.37
79.42
1.17
0.99
4.64
-
0.09
(0.05)
0.18
(0.09)
(0.13)
1.33
4.88
2.25
1.81
(23.85)
2.92
(0.12)
2.43
(46.75)
1.62
2.81
3.31
0.08
0.54
4.31
(7.56)
0.01
0.49
(0.00)
(0.00)
1.27
(0.08)
0.07
0.02
- (0.05)
0.18
- (0.09)
- (0.13)
(0.19)
1.14
1.41
3.47
1.12
1.13
2.66 (0.85)
- (23.85)
0.89
2.04
- (0.12)
0.24
2.19
(1.96) (44.79)
2.60 (0.97)
(0.85)
1.96
0.83
2.48
0.17 (0.09)
0.02
0.56
(1.34)
2.98
(0.08) (7.64)
0.00
0.00
0.49
0.00
- (0.00)
0.43
0.87
0.08
-
* Negligible Amount
Notes :1.
As required under para (iii) of the Approval Letter dated 27/6/2008 issued by the Ministry of Company Affairs, Indian Rupees equivalents of the figures given in foreign
currencies in the account of the subsidiary companies, has been given based on exhange rate as on 31/03/2008.
2.
United Phosphorus Inc., U.S.A. results include the results of Cerexagri Delaware, Inc.; Cerexagri, Inc. & Inventa Corporation.
3.
Compania Espanola Industrial Quimica de Productos Agricolas y Domesticos, S.A. results include the results of Agrindustrial, S.A.; and Phosfonia, S.L.
R. D. SHROFF
A. C. ASHAR
Whole-time Director
Mumbai, 24th July, 2008
th
64 18 August, 2006.
M. B. Trivedi
Secretary
-
Statement pursuant to section 212 of the Companies Act, 1956 relating to Subsidiary Companies
Sr. Name of the Subsidiary Company
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
@
@@
United Phosphorus Inc., U.S.A.
United Phosphorus Limited, Australia
United Phosphorus de Mexico, S.A. de C.V.
United Phosphorus Limited, Hongkong
Bio-Win Corporation Limited, Mauritius
United Phosphorus Limited, Russia
United Phosphorus (Shanghai) Company
Limited,China
United Phosphorus Limited, Zambia
United Phosphorus Japan Limited, Japan
United Phosphorus de Argentina, S.A.
United Phosphorus Limited, Korea
Agrodan ApS, Denmark
United Phosphorus Limited, New Zealand
United Phosphorus Limited, Indonesia
Inventa Corporation,USA
United Phosphorus do Brasil Ltda
Compania Espanola Industrial Quimica de
Productos Agricolas y Domesticos, S.A.U.,Spain
Agrindustrial, S.A.,Spain
Phosfonia, S.L.,Spain
Reposo S.A.I.C.,Argentina
SWAL Corporation Limited,India
Transterra Invest, S. L. U.,Spain
United Phosphorus Sole Partner
Limited, Greece
United Phosphorus Holdings B.V.,Netherlands
United Phosphorus Italy S.R.L.
PT Catur Agrodaya Mandiri,Indonesia
United Phosphorus Holding Japan Co. Ltd.
United Phosphorus Switzerland Ltd.
Agpack Zambia Limited
Decco Iberica Postcosecha, S.A.U., Spain
(formerly Cerexagri Iberica)
Cerexagri Delaware, Inc.,USA
Cerexagri SA ,France
Cerexagri B.V., Netherlands
Cerexagri Costa Rica, S.A.
Anning Decco Fine Chemical Co. Limited,China
Desarrollo Quimico Industrial, S.A.,Spain
Cerexagri, Inc. (PA)
Cerexagri Ziraat Ve Kimya Sanayi Ve
Ticaret Limited Sirketi, Turkey
Safepack Products Limited,Israel
United Phosphorus de Colombia Ltda., Colombia
Icona S.A., Argentina
Icona Sanluis S A , Argentina
Decco Italia SRL,Italy
Nippon UPL K.K.,Japan
Global Chem Trade Corp.,Panama
Jaingzu Kaznam Chemical Group Corp. - Panama
Eddyville Consultants Group Inc - Panama
Evofarms Colombia S A
Evofarms S A
Financial
Year
No. of
Shares held
by United
Phosphorus
Ltd. in the
Subsidiary
Company at
31-03-2008
% holding
in
Subsidiary
Company
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
@
++
@
(@)
@
236,000
++
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
Net aggregate of Profits/(Losses) of the
Subsidiary Company so far as it concerns
the members of the company
100
-
Not dealt within the
accounts of United
Phosphorus Ltd. for
the subsidiary Companys
financial year ended
as on 31.03.2008
Pounds 456,000
US $ (5,879,118)
Aus $ 462,807
Mex. Pesos 9,447,459
HK $ 4,729,477
US $ 5,255,226
Rbls (2,009,713)
Not dealt within the
accounts of United
Phosphorus Ltd. for the
previous financial years
of the subsidiary
company
Pounds (55,95,000)
US $ (20,014,844)
Aus $ 896,217
Mex. Pesos 20,471,853
HK $ 11,591,608
US $ 22,506,044
Rbls 31,632,511
+
@
*
@
#
++
@
@
@@
50,007
**
++
@
+++
100
-
Renminbi 192,282
K 202,096,572
Yen 718,953
ARS (19,381)
Won (180,586,797)
DKK 701,139
NZD 50,144
US$ 22,089,477
IDR 193,892,467
Rs. (70,899)
EUR (2,363)
BRL 68,428
EUROS 1,051,286
Renminbi (691,796)
K 710,857,000
Yen (915,340)
ARS (556,502)
Won (145,788,740)
DKK 12,717,179
NZD (59,918)
US$ 83,537,452
Rs. (315,009)
EUR (15,960)
BRL (515,502)
EUROS 961,100
-
-
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
###
###
***
1,000,007
++
100
-
ARS 2,244,271
Rs. 15,967,616
EUROS (552,103)
ARS 3,533,645
Rs.(12,350,356)
EUROS (470,031)
-
-
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
@
@
@
@@@
^
@
++
@
#^*
#^*
#^
-
US $ 2,519,642
NTD (1,500,288)
EUROS (11,662,631)
EUROS 42,676
IDR 342,874,503
Yen 581,918
CHF (12,301)
VND 703,628,000
ZMK (85,743,343)
ZMK (118,312,417)
ZMK 1,050,000,000
US $ (11,945,000)
NTD (2,147,133)
EUROS (196,113)
EUROS (3,721)
Yen (9,806)
CHF (6,089)
VND (1,049,749,000)
ZMK (183,260,388)
ZMK (602,748,450)
ZMK (1,129,131,000)
-
-
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
+++
^^^
**
++
@@@
(*)
(^)
^^
*^
-
EUROS 548,103
EUROS 178,511
US $ (212,437)
EUROS (3,768,000)
EUROS 322,000
CRC (15,204,953)
CNY 2,104,215
EUROS (7,077,808)
US $ (242,458)
EUROS 325,241
EUROS 4,016,000
EUROS 885,000
CRC (10,336,846)
CNY 28,239
EUROS (37,504)
-
-
-
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
31/03/2008
*#
(*)
(^^)
(^^^)
(***)
(**)
@
+++
+++
+++
(!!!)
(<>)
-
TRY 639,260
ILS 2,200,000
COP (22,771)
ARS 439,680
ARS 2,345,649
EUROS (1,206,930)
Yen 81,494
US $ 122,578
US $ (518)
US $ (898)
COP 396,221,607
COP (38,785,961)
TRY 305,888
ILS 1,423,000
EUROS 456,491
-
-
-
All the shares of the Company are held by Bio-win Corporation Limited.
51% shares of the Company are held by United Phosphorus Limited, Hongkong and 49% shares
of the Company are held by Bio-win Corporation Limited.
(@)
95.24% shares of the Company are held by Bio-win Corporation & 4.76% shares of the
Company are held by United Phosphorus Limited, UK.
++
All the shares of the Company are held by United Phosphorus Limited, U.K.
+
All the shares of the Company are held by United Phosphorus Limited, Hongkong.
*
90% shares of the Company are held by United Phosphorus Limited, Hongkong.
**
All the shares of the Company are held by United Phosphorus Inc.
#
99% shares of the Company are held by Bio-win Corporation Limited.
##
All the shares of the Company are held by Agvalue Enterprises, Inc.
+++ All the shares of the Company are held by Transterra Invest, S. L. U.
###
All the shares of the Company are held by Compania Espanola Industrial Quimica de Productos
Agricolas y Domesticos, S.A.
***
90% shares of the Company are held by Transterra Invest, S.L.U. and 10% shares of the Company
are held by United Phosphorus Limited, U.K.
@@@ All the shares of the Company are held by United Phosphorus Holdings B.V.
^
51% shares of the Company are held by Bio-win Corporation Limited.
^^
99.99% shares of the Company are held by Cerexagri B.V. and 00.01% shares of the Company
are held by Cerexagri Iberica S.A.U.
R. D. SHROFF
A. C. ASHAR
Whole-time Director
Mumbai, 24th July, 2008
Net aggregate of Profits/(Losses) of the
Subsidiary Company so far as it concerns
the members of the company
Dealt within the
Dealt within the
accounts of United
accountsofUnited
Phosphorus Ltd. for thePhosphorus Ltd. for
Subsidiary Companys the previous financial
financial year ended years of the
as on 31.03.2008
Subsidiary Company
US $ 611,593
US $ 4,322,527
-
^^^
*^
*#
All the shares of the Company are held by United Phosphorus Italy S.R.L.
All the shares of the Company are held by Cerexagri Delaware, Inc.
99% shares of the Company are held by Cerexagri B.V. and 1% shares of the Company are held by
Cerexagri S.A
#^
All the shares of the Company are held by United Phosphorus Limited, Gibraltar.
#^*
All the shares of the Company are held by Cropserve Zambia Limited.
(^)
55% shares of the Company are held by Cerexagri B.V.
(*)
All the shares of the Company are held by Cerexagri B.V.
(**)
Formerly known as Cerex Agri Italia S.R.L & all the shares of the Company are held by United
Phosphorus Italy S.R.L
(^^)
50% shares of the Company are held by United Phosphorus Limited, UK and 50% shares of the
Company are held by Bio-win Corporation Limited.
(^^^) 90% shares of the Company are held by United Phosphorus Limited, UK and 10% shares of the
Company are held by Transterra Invest.
(***) All the shares of the Company are held by Icona SA .
(!!!)
95% shares of the Company are held by Eddyville Consultants Group and 5% shares of the
Company are held by Jiangsu Kaznam Chemical Group
(<>) 66% shares of the Company are held by Eddyville Consultants Group and 34% shares of the
Company are held by Jiangsu Kaznam Chemical Group
M. B. Trivedi
Secretary
65
AUDITORS REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
To,
The Board of Directors
Uniphos House, 11 C. D. Road
Khar (W)
Mumbai 400 052
Dear Sirs,
We have audited the attached Consolidated Balance Sheet of United Phosphorus Limited, the Holding Company, and its
subsidiary companies except for subsidiary companies mentioned in paras 6(a), (b) and (c) below (hereinafter collectively
referred to as the Group) as at 31st March, 2008, the Consolidated Profit and Loss Account and the Consolidated Cash Flow
Statement for the year ended on that date, annexed thereto (consolidated financial statements).
66
1.
These consolidated financial statements are the responsibility of United Phosphorus Limiteds management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audit.
2.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all
material respects, in accordance with an identified financial reporting framework and are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
3.
We did not audit the financial statements of certain subsidiaries whose financial statements reflect total assets of Rs.693,834
lacs as at 31st March, 2008 and total revenues of Rs.391,596 lacs for the year then ended. These financial statements have
been audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the
amounts included in respect of these subsidiaries, is based solely on the report of the other auditors.
4.
We have relied on the certificates given by the management in respect of all inter-group balances as on 31st March, 2007
and 31st March, 2008 and for all transactions inter-se between the group companies during the year ended on 31st March,
2008. We have also relied on certificates in respect of goods lying in stock as on 31st March, 2007 and 31st March, 2008
out of inter-group transactions.
5.
We report that the consolidated financial statements have been prepared by the United Phosphorus Limiteds management
in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the
Institute of Chartered Accountants of India and on the basis of separate audited financial statements of United Phosphorus
Limited, consolidated financial statements of United Phosphorus, Inc. and its subsidiaries, consolidated financial statements
of Compania Espanola Industrial Quimica de Productos Agricolas Y. Domesticos, S.A. and its subsidiaries and separate
audited financial statements of other subsidiaries included in the consolidated financial statements after incorporating
changes to the extent they were material and identifiable from the audited accounts of each of its subsidiaries.
6.
(a)
Advanta India Limited, Advanta Finance B.V. Netherlands, Advanta International B.V. Netherlands, Advanta
Netherlands Holding B.V. Netherlands, Advanta Semilas SAIC Argentina, Pacific Seeds Holding Limited Thailand,
Pacific Seeds Limited Thailand, Pacific Seeds Pty. Limited Australia and Advanta Holdings B.V., Netherlands (hereinafter
referred to as Advanta Group) were 100% subsidiaries till 12th April, 2007. Advanta India Limited (AIL), the
holding company in the Advanta Group, has allotted shares to the public in an initial public offering on 13th April,
2007 resulting in the Advanta Group ceasing to be a subsidiary and becoming an associate from the said date. With
effect from 1st April, 2006, these subsidiaries have not been consolidated but have been treated as an associate for
the purpose of preparation of the Consolidated Financial Statements though as per Accounting Standard (AS) - 21
Consolidated Financial Statements, the results of operations of a subsidiary with which parent-subsidiary relationship
ceases to exist are required to be included in the Consolidated Statement of profit and loss until the date of cessation
of the relationship. Further, Accounting Standard (AS) - 23 Accounting for Investments in Associates in Consolidated
Financial Statements has been applied to the Advanta Group with effect from 1st April, 2007 though the said
Standard can be applied only from the date it became an associate i.e. 13th April, 2007 (Refer Note No.1(b)(i) in
Schedule T).
(b)
100% subsidiaries viz. United Phosphorus South Africa Limited has not been considered for the purpose of
preparation of the consolidated financial statements. (Refer Note No. 1(b)(ii) in Schedule T)
(c)
Universal Pestochem Industries Limited in which the Group holds 60% ownership has not been considered for the
purpose of preparation of the consolidated financial statements. (Refer Note No. 1(b)(iii) in Schedule T)
(d)
Proportionate consolidation in respect of investments in Joint Venture and effects of investment in associate on the
financial position and operating results of the Group have not been considered in the consolidated financial
statements (Refer Note No.8 in Schedule T).
(e)
Consolidated Segment Information has not been given in the consolidated financial statements as required by
Accounting Standard (AS) 17 Segment Reporting issued by the Institute of Chartered Accountants of India. (Refer
Note No.9 in Schedule T).
(f)
The Holding Company has continued with the net deferred tax liability amounting to Rs.2,121 lacs as on 31st
March, 2008 without recognising deferred tax asset to the said extent. As a result of the above, the consolidated
profit after taxation for the year and reserves and surplus as at 31st March, 2008 are lower by Rs.2,121 lacs and
deferred tax liability as at 31st March, 2008 is higher by Rs.2,121 lacs (Refer Note No. 6 in Schedule T).
(g)
Subject to the foregoing, based on our audit and to the best of our information and according to the explanations
given to us and on the consideration of reports of other auditors on consolidated financial statements of United
Phosphorus, Inc. and its subsidiaries, consolidated financial statements of Compania Espanola Industrial Quimica de
Productos Agricolas Y. Domesticos, S.A. and its subsidiaries and separate audited financial statements of other
subsidiaries included in the consolidated financial statements, we are of the opinion that the consolidated financial
statements read together with the other notes thereon, give a true and fair view in conformity with the accounting
principles generally accepted in India:
(i)
in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2008;
(ii)
in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.
Mumbai,
2ND May, 2008
(P.V.PARANJAPE)
Partner
67
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2008
SOURCES OF FUNDS:
1. SHAREHOLDERS FUNDS:
(a) Capital
(b) Warrant Application Money
(c) Reserves and Surplus
2.
3.
4.
5.
Schedule
Rs. in lacs
A
4,393
8,528
210,875
B
C
D
23,349
133,477
DEFERRED PAYMENT LIABILITIES
DEFERRED TAX LIABILITY
TOTAL
APPLICATION OF FUNDS :
1. FIXED ASSETS:
(a) Gross Block
(b) Less: Depreciation
2.
3.
4.
5.
Net Block
INTANGIBLE ASSETS
INVESTMENTS
DEFERRED TAX ASSET
CURRENT ASSETS, LOANS AND ADVANCES:
(a) Inventories
(b) Sundry Debtors
(c ) Cash and Bank Balances
(d) Other Current Assets
(e) Loans and Advances
68
34,284
161,641
156,826
8,623
2,536
195,925
6,946
495
392,379
353,391
226,086
112,288
206,380
104,697
113,798
14,176
101,683
7,525
109,208
78,154
39,096
219
127,974
31,956
75,695
5,631
F
G
H
I
J
K
L
M
N
108,534
85,405
49,460
5,852
36,554
104,347
56,969
46,042
3,601
40,731
285,805
251,690
125,139
9,590
125,041

134,729
125,041
NET CURRENT ASSETS
MISCELLANEOUS EXPENDITURE:
(to the extent not written off or adjusted)
Deferred Revenue Expenses
NOTES ON ACCOUNTS
149,536
489
E
Less: CURRENT LIABILITIES AND PROVISIONS:
(a) Liabilities
(b) Provisions
6.
As at 31st
March, 2007
Rs. in lacs
3,750

145,786
223,796
598
MINORITY INTEREST
LOAN FUNDS:
(a) Secured Loans
(b) Unsecured Loans
(c)
(d)
As at 31st
March, 2008
Rs. in lacs
TOTAL
S
R. D. SHROFF
P. V. PARANJAPE
Partner
A. C. ASHAR
Whole-time Director
151,076
126,649
47
65
392,379
353,391
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008
Schedule
INCOME:
Sale of Products (Net)
Other income from operations
Other Income
Rs. in lacs
O
P
EXPENDITURE:
Manufacturing and Other Expenses
Amortisation / Depreciation
Interest and Other Financial Costs
Q
R
PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS
Exceptional Items - Restructuring Costs
PROFIT BEFORE TAXATION
Add/(Less) : Provision for Taxation:
Current
Minimum Alternate Tax Credit Entitlement
Deferred
Fringe benefits tax
Current
Year
Rs. in lacs
Previous
Year
Rs. in lacs
351,551
21,506
3,112
376,169
231,118
13,858
2,118
247,094
334,607
41,562
11,436
30,126
188,269
16,557
10,461
215,287
31,807
764
31,043
4,237
25,889
98
25,791
3,073
(1,765)
3,722
220
5,250
25,793
1
25,792
302,503
15,222
16,882
2,459
(1,046)
2,626
198
PROFIT AFTER TAXATION
Less: Minority Interest
PROFIT AFTER TAXATION AND MINORITY INTEREST
Add: Share of Profit in Associate
(Refer Note No. 1(b) (i) in Schedule S)
Add: Debenture Redemption Reserve written back
Less: (a) Prior Period Adjustments (Net)
(b) Debenture Redemption Reserve
(c) Capital Redemption Reserve
2,260
4,821

2,218
28,009
2,550
30,559
7,081
23,478
Balance brought forward from previous year
Add: Transferred from General Reserve
41,736

41,736
65,214
AMOUNT AVAILABLE FOR APPROPRIATION
Less : Appropriations:
(a) Preference Dividend
(b) Dividend on Equity Shares
(i) Interim
(ii) Final
(c) Tax on Equity Dividend
(d) Transfer to General Reserve

4,393
747
1,000
Balance Carried to Balance Sheet
CONSOLIDATED EARNING PER SHARE
(Refer Note No. 13 in Schedule S)
Basic Earning Per Share (Rs.)
Basic Earning Per Share without Exceptional Items (Rs.)
Diluted Earning Per Share (Rs.)
Diluted Earning Per Share without Exceptional Items (Rs.)
Face Value Per Share (Rs.)
NOTES ON ACCOUNTS
2,415
28,207

28,207
2,123
7,975
12
10,110
18,097
26,307
1,000
27,307
45,404
1
6,140
59,074
2,251

316
1,100
3,668
41,736
12.92
18.66
11.64
16.80
2.00
13.93
14.33
13.04
13.42
2.00
S
R. D. SHROFF
P. V. PARANJAPE
Partner
A. C. ASHAR
Whole-time Director
69
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008
(A)
CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Taxation And Extraordinary Items
Adjustments for:
Provision for Depreciation/Amortisation
Interest Expense
Provision for Doubtful Debts & Advances
Assets written off
Loss on sale of assets
Profit on sale of assets
Bad Debt written off
Dividend / Interest on Investments
Other Interest Received
Manufacturing Expenses Capitalised
Diminution in value of long-term investments written off/(back)
Excess Provision in respect of earlier years written back
Sundry Credit balances written back
Profit on sale of Other Investments
41,562
15,222
14,742
113
22
39

446
(1)
(2,423)
(34)
(25,525)
69
(962)
(127)
(632)
(2,121)
(18,675)
(3,273)
Cash Generated from Operations
Interest paid
Taxes (Paid) / Refund
(14,728)
2,602
Cash Flow Before Extraodinary/Exceptional Items
Exceptional Items
Prior Period Adjustments
(11,436)
(2,260)
P. V. PARANJAPE
Partner
31,807
16,557
11,737
386
101
3
(203)
320
(294)
(1,761)
(26)
(12,946)
84
(233)
(82)
(9)
949
42,511
Operating Profit before Working Capital Changes
Adjustments for :
Inventories
Trade and Other Receivables
Trade Payables and Other Liabilities
Net Cash from / (used in) Operating Activities
(B) Cash flow from Investing Activities
Purchase of Fixed Assets (Net of sale)
Purchase of Intangible Assets/Miscellneous Expenditure Incurred
Purchase of Investments (Net of sale) and acquisition of Business
Sundry Loans
Dividend Received
Interest Received
Net cash used in Investing activities
(C) Cash Flow from Financing Activities
Proceeds from Issue of Shares
Warrant Application Money
Redemption of Preference Shares
Borrowings (Net)
Dividends Paid
Tax on distributed Profits
Bond/Notes/Debenture Issue Expenses
Net Cash from Financing Activities
Net Increase in Cash and Cash Equivalents
Cash and Cash Equivalents as at the Beginning of the Year
Cash and Cash Equivalents as at the Close of the Year
Note : Cash and Cash Equivalents as at the close of the year include:
(i) Cash and Bank Balances
(ii) Short-term investments
70
For the year
For the year
ended 31st
ended 31st
March, 2008
March, 2007
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
(A +B + C)
R. D. SHROFF
A. C. ASHAR
Whole-time Director
(24,069)
18,442
(12,126)
6,316
(13,696)
(7,380)
13,634
45,441
(20,950)
69,250
(4,056)
(10,302)
(4,757)
(764)
(2,123)
44,244
89,685
(15,059)
74,626
(2,887)
71,739
(18,699)
(15,265)
(26,501)
7,247
1
913
(52,304)
(12,695)
(43,499)
(69,860)
(5,790)
294
1,466
(130,084)
105,278
8,528

(32,789)
(144)

(1,404)
79,469
19,785
51,075
70,860

(12)
72,466
(3,957)
(579)
(77)
67,841
9,496
41,579
51,075
49,460
21,400
70,860
46,042
5,033
51,075
SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
SCHEDULE A :
CAPITAL:
Authorised:
77,50,00,000 (Previous Year : 27,50,00,000) Equity Shares of Rs.2 each
1,40,00,000 Preference Shares of Rs. 100 each
50,00,000 Preference Shares of Rs. 10 each
Issued, Subscribed and Paid-up:
21,96,45,756 (Previous year: 18,75,22,068) Equity Shares
of Rs. 2 each Fully paid-up
TOTAL
15,500
14,000
500
5,500
14,000
500
30,000
20,000
4,393
3,750
4,393
3,750
3,312
3,312
107,387
53,327
SCHEDULE B :
RESERVES AND SURPLUS:
1.
2.
Securities Premium
3.
General Reserve
28,930
28,291
4.
Capital Reserve
7,744
7,034
5.
Debenture Redemption Reserve
19,258
16,987
6.
Foreign Currency Translation Reserve Account
(14,830)
(4,901)
7.
Balance in Profit and Loss Account
59,074
41,736
210,875
145,786
TOTAL
71
SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET (Contd.)
Rs. in lacs
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
SCHEDULE C :
SECURED LOANS:
1.
Secured Redeemable Non-convertible Debentures:
of Rs.10,00,000 each fully paid up
(a) 100 - 7.2% 7 year
(b) 500 - Floating Rate 7 year
2.
1,000
1,000

5,000
1,000
From Banks:
(a) On Term Loan Accounts
(b) On Cash Credit and Working Capital Demand Loan Accounts
(c) Under Vehicle Finance Schemes
10,406
8,594
6,827
10,945
140
251
17,373
3.
6,000
19,790
From Others:
(a) From Technology Development Board
(b) From Industrial Development Bank of India
8
21
93
314
4,875
6,284
(c) External Commercial Borrowing from International
Finance Corporation
(d) From GE Capital Services India
TOTAL

1,875
4,976
8,494
23,349
34,284
7,950
20,322
SCHEDULE D :
UNSECURED LOANS:
1.
Term Loans from Banks
2.
Commercial Papers
3.
27,562
34,519
4.
Syndicated Notes
33,754
34,076
5.
External Commercial Borrowings
64,211
65,723
6.
From Housing Development Finance Corporation Limited
TOTAL
72

133,477
7,000
1
161,641
Land-Freehold
Land - Leasehold
Building
Building - Leasehold
Plant and Machinery
Laboratory Equipments
Furniture, Fixtures and
Equipments
Vehicles
2.
3.
4.
5.
6.
7.
8.
9.
Product Registration/
Acquisitions
Task Force Expenses
Software./Licence Fees
2.
3.
4.
* Also Refer Note No. 5(f) in Schedule S
Total
Data Access Fees
1.
No.
SCHEDULE F :
INTANGIBLE ASSETS
Total

217
136,855

217

Taken over
in respect of
acquisitions
during the
year
2,651
811
126,327
7,066
As at
31st March,
2007
518
206,380

820
137

13. Building Improvements
10,900
93
805

73
2,287
3
35

134

114
90
72

5,651
3,437
112,174
1,690
23,745
2,743
2,179
39,716
Taken over
in respect of
acquisitions
during the
year
12. Land Improvements
11. Assets taken on Lease:
(a) Plant and Machinery
(b) Computer Equipment
(c) Furniture, Fixtures
and Equipments
10. Temporary Structures
Goodwill (Refer Note
No. 15 in Schedule S)
1.
No.
As at
31st March,
2007
28,618
173

24,423
4,022
Additions
during the
year
69,552

69,552

Deductions
during the
year
4,603

1

144
572
817
1,845

1,188
36

Deductions
during the
year
Gross Block
20,405
99

54

605

10,454

1,977

2
7,214
Additions
during the
year
Gross Block
SCHEDULE E :
FIXED ASSETS
(4,753)
210

(4,885)
(78)
Foreign
Exchange
Adjustment
3,386
(8)
63

(59)

14
16
89
1,882
140
1,239
5
5

Foreign
Exchange
Adjustment
91,385
3,034
811
76,530
11,010
As at
31st March,
2008
226,086
228
882
10,900
93
800
3
2,230
5,735
2,709
122,799
1,830
25,887
2,802
2,258
46,930
As at
31st March,
2008
58,701
2,571
777
50,390
4,963
Upto
31st March,
2007
104,697
89
818
5,519
77
468
3
1,169
4,251
2,735
69,263
1,690
18,615

Upto
31st March,
2007
621

446
175
Taken over
in respect of
acquisitions
during the
year
215

57
11

119

22
6

Taken over
in respect of
acquisitions
during the
year
11,359
207
9
9,584
1,559
Provided
during the
year
8,053
46

8,007

Deductions
during the
year
3,294

1

136
401
649
1,016

1,091

Deductions
during the
year
Amortisation
7,471
9
1
537
6
56

259
544
106
5,053

900

Provided
during the
year
Depreciation
(3,199)
210

(3,409)

Foreign
Exchange
Adjustment
3,199
(4)
63

(35)

19
15
101
1,690
140
1,210

Foreign
Exchange
Adjustment
Rs. in lacs
48
2
5,381
16
337

1,118
1,400
702
42,911

5,130
2,743
2,179
39,716
Rs. in lacs
109,208
101,683
7,525
Net Block
127,974
113,798
14,176
134
1
4,844
10
311

862
1,315
416
47,690

6,231
2,796
2,258
46,930
59,429
2,942
786
49,004
6,697
31,956
92
25
27,526
4,313
78,154
80
34
75,937
2,103
As at
As at
Upto
31st March, 31st March, 31st March,
2008
2008
2007
112,288
94
881
6,056
83
489
3
1,368
4,420
2,293
75,109
1,830
19,656
6

As at
As at
Upto
31st March, 31st March, 31st March,
2008
2008
2007
Net Block
73
Rs. in lacs
SCHEDULE G:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
INVESTMENTS (At Cost):
I.
Long-Term:
1.
IN GOVERNMENT SECURITIES
Unquoted
2.
TRADE INVESTMENTS
Quoted
Unquoted

8,828
860
6,208
689
9,688
3.
IN SHARES
(a) Quoted
(i) In Associate company
(Includes goodwill of Rs. 3210 lacs (Previous Year:Nil)
(ii) In others
(b) Unquoted
(i) In Subsidiary companies
(ii) In others
4.
OTHER INVESTMENTS:
Unquoted
II.
Current:
1
6,897
23,649

4,639
90
18
996
26,342
736
Units of Mutual Funds
Less : Provision for Diminution in value of Long-Term
Investments
TOTAL
Notes:
1. Aggregate amount of Quoted Investments:
Market Value
2. Aggregate amount of Unquoted Investments:
29,302
27,168
1,882
5,138
35,000

75,872
39,204
177
75,695
108
39,096
37,084
93,409
56
43
38,611
39,040
SCHEDULE H:
INVENTORIES:
(Taken, valued and certified by the Management)
(At lower of Cost or Net Realisable Value)
1.
Stores and Spares (including Fuel)
1,955
1,876
2.
Packing Materials
4,643
3,502
3.
Stock-in-Trade:
(a)
(b)
(c)
(d)
(e)
Finished Products and Traded Goods
By-Products
Raw Materials
Work-in-progress
64,628
1,007
5,530
30,745
26
TOTAL
74
69,761
883
8,514
19,780
31
101,936
98,969
108,534
104,347
Rs. in lacs
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
85,405
56,969
3,958
3,758
89,363
60,727
3,958
3,758
85,405
56,969
390
46
SCHEDULE I :
SUNDRY DEBTORS:
UNSECURED:
Considered Good
Considered Doubtful
Less : Provision for Doubtful Debts
TOTAL
SCHEDULE J:
CASH AND BANK BALANCES:
1.
Cash on hand
2.
Bank Balances in India:
(i) In Current Accounts
25,786
8,575
(ii) In Margin Accounts
11
14
4
4
5,248
10,003
44
188
(iii) In Foreign Currency Accounts
(iv) In Fixed Deposit Accounts
(v) In Unclaimed Dividend Accounts
3.
Bank Balances Outside India:
In Current Accounts
TOTAL
31,093
18,784
17,977
27,212
49,460
46,042
75
Rs. in lacs
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
SCHEDULE K:
OTHER CURRENT ASSETS:
1.
Interest Receivable
Considered Good
Considered Doubtful
Less : Provision
2.
Discount Receivable
3.
Export Benefits Receivable
4.
Others:
2,097
587
5
5
2,102
592
5
5
2,097
587
578
110
2,549
2,793
Considered Good
Considered Doubtful
628
186
111
173
814
284
Less : Provision
186
173
TOTAL
628
111
5,852
3,601
SCHEDULE L:
LOANS AND ADVANCES:
Unsecured and Considered Good,
unless otherwise stated:
1. Advances recoverable in cash or kind or for value
to be received:
Considered Good
Considered Doubtful
16,371
456
13,520
642
Less: Provision for Doubtful Advances
16,827
456
14,162
642
13,520
366
613
Loans and Advances to Employees
3.
Sundry Loans:
Considered Good
Considered Doubtful
6,275
76
13,522
76
Less: Provision for Doubtful Loans
6,351
76
13,598
76
6,275
13,522
Deposits with the Collectorate of Central Excise
6,076
5,046
5.
Sundry Deposits
3,096
4,221
6.
Minimum Alternate Tax Credit Entitlement
4,082
3,000
7.
Payment of Taxes less provision

809
8.
Share Application Money
4.
TOTAL
76
16,371
2.
288

36,554
40,731
Rs. in lacs
SCHEDULE M:
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
7,054
16,313
83,701
85,345
LIABILITIES:
1.
Acceptances
2.
Sundry Creditors
3.
Advances against Orders
2,833
1,541
4.
Trade Deposits
1,531
792
5.
Investor Education and Protection Fund shall be credited
by the following amounts, as and when due:
(a) Unpaid Dividend
44
188
(b) Unpaid Matured Debentures
13
18
3
8
(c) Interest accrued on above
6.
Interest accrued but not due on Loans
7.
Other liabilities
TOTAL
60
214
1,913
1,899
28,047
18,937
125,139
125,041
4,393

747

4,450

9,590

SCHEDULE N:
PROVISIONS:
1.
Proposed Dividend:
2.
On Equity Shares
Provision for Tax on Distributed Profits:
On Equity Shares
3.
Provision for taxes less payments
TOTAL
77
SCHEDULE FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT
SCHEDULE O:
OTHER INCOME FROM OPERATIONS:
Current
Year
Rs. in lacs
Previous
Year
Rs. in lacs
4,188
3,763
607
593
1,447
1,851
9
1
85
105
962
233
8,913
5,613
127
82
1.
Export Incentives
2.
Job-Work / Service Income
3.
Refund of Excise Duty
4.
Refund of Sales-tax/Sales-tax set-off
5.
Discount Received
6.
Excess Provisions in respect of earlier years
written back (Net)
7.
8.
Sundry Credit Balances written back (Net)
9.
Profit on Sale of Fixed Assets

203
10. Income from Carbon Credits
1,475

11. Landfill charges
1,787

12. Miscellaneous Receipts
1,906
1,414
21,506
13,858
1
294
2,423
1,761
56
54
632
9
3,112
2,118
TOTAL
SCHEDULE P:
OTHER INCOME:
1.
Income from Long-Term Investments (Gross)
2.
Interest on Loans, Deposits etc. (Gross)
3.
Rent
4.
Profit on Sale of Investments
TOTAL
78
SCHEDULE FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT (Contd.)
Current
Year
Rs. in lacs
Previous
Year
Rs. in lacs
COST OF RAW MATERIALS, PACKING MATERIALS
AND TRADED GOODS
181,457
118,218
2.
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
40,165
18,960
3.
OPERATING AND OTHER EXPENSES:
Rs. in lacs
SCHEDULE Q:
MANUFACTURING AND OTHER EXPENSES:
1.
(a) Stores and Spares Consumed
(b) Power and Fuel
(c) Repairs to Buildings
(d) Repairs to Machinery
(e) Other Repairs
(f) Labour / Processing Charges
(g) Rent
(h) Rates and Taxes
(i) Insurance Charges
(j) Commission on Sales
(k) Advertisement and Sales Promotion
(l) Travelling and Conveyance
(m) Legal and Professional Fees
(n) Charity and Donations
(o) Bad Debts written off
(p) Provision for Doubtful Debts and Advances (Net)
(q) Loss on Sale of Assets
(r) Assets written off
(s) Provision for Diminution in value of Investment
(t) Warehousing Costs
(u) Communication Costs
(v) Effluent Disposal Charges
(w) Other Expenses
4.
3,238
6,581
250
3,763
1,176
15,257
2,336
3,376
2,368
3,566
3,714
4,924
5,301
392
446
113
39
22
69
2,756
1,529
2,187
5,749
TRANSPORT CHARGES
TOTAL
2,675
4,346
210
1,416
590
8,705
1,253
1,197
1,658
2,588
2,404
3,596
4,372
262
320
386
3
101
84
1,546
1,034
1,507
2,835
69,152
43,088
11,729
8,003
302,503
188,269
SCHEDULE R:
INTEREST AND OTHER FINANCIAL COSTS:
1.
On Debentures
1,559
1,630
2.
On Term Loans
4,918
3,660
3.
On Cash Credit and Working Capital Demand Loan Accounts
2,754
1,418
4.
On Fixed Deposits and Fixed Loans
122
103
3,234
1,722
973
1,117
5.
Ohers Interest
6.
Cash Discount
7.
Exchange Difference
2,140
(2,393)
8.
Other Financial Charges
1,182
3,204
16,882
10,461
TOTAL
79
SCHEDULE FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT
SCHEDULE S:
NOTES ON ACCOUNTS:
1.
Consolidation:
(a)
The consolidated financial statements comprise the financial statements of United Phosphorus Limited (hereinafter
referred to as the Holding Company) and its subsidiary companies, other than subsidiary companies referred to in
note 1(b) below, (hereinafter referred to as the Group).
(b)
(i)
The Group had in the financial year 2005-2006 acquired 100% of shareholding in Advanta India Limited,
Advanta Finance BV, Netherlands, Advanta International BV, Netherlands, Advanta Netherlands Holding BV,
Netherlands, Advanta Semilas SAIC, Argentina, Pacific Seeds Holding (Thai) Limited, Thailand, Pacific Seeds
(Thai) Limited Thailand, Pacific Seeds Pty Limited, Australia and Advanta Holdings B.V., Netherlands (hereinafter
referred to as Advanta Group).
Advanta Group had not been considered for consolidation in the Consolidated Financial Statements for the year
ended 31st March, 2006 keeping in view the managements intention of disposing off / diluting the majority
shareholding in the said companies in the near future.
During the year ended 31st March, 2007, Advanta India Limited (AIL), the holding company in the Advanta
Group, has issued shares to other shareholders and had also an initial public offering (IPO) of equity shares to
the public which were allotted on 13th April, 2007. Consequently, the Groups holding in AIL has come down
to 49.90% effective 13th April, 2007 and it ceased to be a subsidiary and became an associate of the Group from
the aforesaid date.
The Advanta Group had never been considered as a subsidiary for consolidation in the Consolidated Financial
Statements, but has been treated as an associate with effect from 1st April, 2006 and the Group has recognised
profit to the extent of 49.90% being its shareholding in the Advanta Group post IPO by applying Accounting
Standard (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements.
(ii)
100% subsidiary company United Phosphorus South Africa Limited has not been considered for consolidation.
However, there are no material transactions in the said subsidiary company.
(iii) 60% subsidiary company viz. Universal Pesto Chem Industries Limited is also not considered for consolidation,
since the management intends to dispose off / dilute the majority share holding in the said subsidiary.
(c)
The list of subsidiary companies considered for consolidation together with the proportion of share holding held by
the group is as follows:
Sr. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
80
Name of the Subsidiary
Bio-win Corporation Limited
United Phosphorus, Inc.
United Phosphorus Holdings B.V
United Phosphorus S.R.L.
United Phosphorus De Mexico, S.A. de C.V.
Agrodan ApS
United Phosphorus (Shanghai) Co., Limited
JSC United Phosphorus Limited
United Phosphorus (Korea) Limited
PT. United Phosphorus Indonesia
PT. Catur Agrodaya Mandiri
United Phosphorus do Brazil Limiteda
United Phosphorus Limited, Belgium SPRL
Reposo S.A.I.C.
United Phosphorus Sole Partner Limited
United Phosphorus Vietnam Ltd.
United Phosphorus Limited, Zambia
United Phosphorus Holding Japan Co.Limited
Country of Incorporation
Mauritius
U.K.
Hong Kong
U.S.A.
Netherlands
Italy
Mexico
Denmark
Australia
China
Russia
Korea
New Zealand
Indonesia
Indonesia
Gilbraltar
Brazil
Belgium
India
Argentina
Greece
Taiwan
Vietnam
Zambia
Japan
Japan
% of Group Holding
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
51.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
90.00
100.00
SCHEDULE S (Contd.) :
Sr. No.
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
Name of the Subsidiary
United Phosphorus De Argentina S.A.
United Phosphorus Switzerland Limited
Inventa Corporation
Transterra Invest, S.L.U.
Compania Espanola Indusrtrial Quimica de
Productos Agricolas Y.Domesticos, S.A.
Agrindustrial S.A.
Phosfonia S.L.
Agri Pack Zambia Limited
Cerexagri Iberica S.A.U
Cerexagri Italia S.R.L
Cerexagri Delaware, Inc
Cerexagri S.A.S.
Cerexagri B.V.
Cerexagri Costa Rica S.A.
Anning Decco Fine Chemicals Co Limited.
Desarrollo Quimico Industrial S.A.
Cerexagri Inc.
Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret
Limited Sirketi
United Phosphorus Limited - Colombia
Icona SA
Icona San Luis SA
Decco Italia
Nippon UPL KK
Global Chem Trade Corp.
Jiagzu Kaznam Chemical Group Corp.
Eddyville Consultant Group Inc.
Evofarm Colombia SA
Evofarms SA
Country of Incorporation % of Group Holding
#
#
*
*
#
*
*
*
*
*
Argentina
Switzerland
India
U.S.A.
Spain
100.00
100.00
100.00
100.00
100.00
Spain
Spain
Spain
Zambia
Zambia
Zambia
Spain
Italy
U.S.A.
France
Netherlands
Costa Rica
China
Spain
U.S.A.
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
55.00
100.00
100.00
Turkey
Israel
Colombia
Argentina
Argentina
Italy
Japan
Panama
Panama
Panama
Colombia
Colombia
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
* Acquired during the year
# Incorporated during the year
(d)
The financial statements of each of the subsidiaries, other than Advanta Group, drawn upto the same reporting date
i.e year ended 31st March, 2008 have been used for the purpose of consolidation.
(e)
The consolidated financial statements of Advanta Group drawn upto 31st December, 2007 have been used for the
purpose of consolidation. (Also refer Note No. 1(b)(i) above).
(f)
Consolidated financial statements have been prepared in the same format as adopted by the Holding Company to the
extent possible, as required by Accounting Standard (AS) 21 Consolidated Financial Statements issued by the
Institute of Chartered Accountants of India.
(g)
Changes have been made in the accounting policies followed by each of the subsidiaries to the extent they were
material and identifiable from their respective audited accounts to make them uniform with the accounting policies
followed by the Holding Company. Where it has not been practicable to use uniform accounting policies in preparing
the consolidated financial statements, the different accounting policies followed by each of the group companies
have been followed. (Refer Note No. 2 below)
(h)
Translation of the financial statements of foreign subsidiaries for incorporation in the consolidated financial statements
have been done by using the following exchange rates:
(1)
Assets and liabilities have been translated by using the rates prevailing as on the date of the balance sheet.
(2)
Income and expense items have been translated by using the average rate of exchange.
81
(3)
(i)
2.
Exchange difference arising on translation of financial statements as specified above is recognised in the Foreign
Currency Translation Reserve.
For the purpose of consolidation, the group has not followed Accounting Standard (AS) 27 Financial Reporting of
Interest in Joint Ventures in respect of United Phosphorus Limited, Bangladesh, Nisso TM LLC, Cerexargi-Nisso LLC
and Hodogaya UPL Co. Limited, Japan and Accounting Standard (AS) 23 Accounting for Investments in Associates
in Consolidated Financial Statements in respect of United Phosphorus Zimbabwe Ltd. and Agrinet Solutions Ltd.
(Refer Note No. 8 below).
Significant Accounting Policies:
The significant accounting policies followed by the group in the consolidated financial statements are stated hereunder. In
case a uniform policy is not followed by each company in the group, the same, as disclosed in the audited accounts of the
said company, has been reproduced, if material.
(a)
System of Accounting:
The consolidated financial statements have been prepared under the historical cost convention following the mercantile
system of accounting and income and expenditure has been recognised on accrual basis. Revenue from sale of
Certified Emission Reduction (CER) is recognised as income on delivery thereof in terms of the contract with the
respective buyers.
(b)
Fixed Assets and Depreciation:
Fixed Assets:
(i)
Tangible Assets:
Fixed Assets are stated at cost less depreciation and provision for impairment, if any.
(ii)
Intangible Assets:
Intangible assets are stated at cost less accumulated amortisation. (Refer Note No. 5 below)
(iii) Assets taken on Lease:
(a)
Operating Lease:
Rentals and all other expenses in respect of assets taken on lease are treated as revenue expenditure. In
respect of United Phosphorus Limited, UK Rentals under operating leases are charged on a straight line
basis over the lease term, even if the payments are not made on such a basis. Benefits received and
receivable as incentive to sign an operating lease are similarly spread on a straight line basis over the lease
term, except where the period to the review date on which the rent is first expected to be adjusted to the
prevailing market rate is shorter than the full lease term, in which case the shorter period is used.
(b)
Finance Lease:
Assets acquired under finance leases are capitalised and a corresponding loan liability is recognised. The
lease rentals are bifurcated into principal and interest component by applying an implicit rate of return. The
interest is charged as a period cost and the principal amount is adjusted against the liability recognised in
respect of assets taken on finance lease.
Depreciation:
(i)
Leasehold land :
United Phosphorus Limited (India)
No amount has been written off against leasehold land since as per the lease agreements, the leases are
renewable at the option of the Company for a further period of 99 years at the end of the lease period of 99 years,
without / marginal payment of further premium.
Lease Rentals and other costs incurred in conjunction with securing the use of lease land are recognised on a
straight line basis over 37 years in accordance with the term of the lease.
82
(ii)
Other Assets :
Sr.No. Name of the Company and
Description of Assets
1.
2.
3.
4.
5.
Method
Rates
Useful Life
of Assets
United Phosphorus Limited, India
Membrane
Hot Section
Other Assets
S.L.M.
S.L.M.
*
20%
33%
*
Buildings
Machinery and Equipment
Other Tangible fixed assets
S.L.M.
S.L.M.
S.L.M.
1830 Years
1015 Years
310 Years
Cerexagri S.A., France
Buildings
Plant and Machinery
Motor Vehicles
Office Materials
Capitalised Leased Assets
S.L.M.
S.L.M.
S.L.M.
S.L.M.
S.L.M.
10 Years
5 Years
3 Years
5 Years
Freehold Buildings
Plant and Machinery
Fixtures and fittings
Motor Vehicles
Leasehold Land and Buildings
S.L.M.
S.L.M.
S.L.M.
S.L.M.
S.L.M.
50 Years
520 Years
520 Years
4 Years
50 years or
Term of Lease
if shorter
Desarrollo Quimico Industrial S.A.
Buildings
Machinery and Technical Installations
Other Installations, tools and furniture
Hardware
Vehicles
Other Fixed Assets
S.L.M.
S.L.M.
S.L.M.
S.L.M.
S.L.M.
S.L.M.
50 Years
10 Years
10 Years
4 Years
6 Years
47 Years
Proportion to
Gross Block
0.60%
0.53%
47.24%
Over the lease terms
{
11.59%
{
9.55%
{
{
3.50%
2.06%
* At the various S.L.M. / W.D.V. rates as applicable to the respective assets as specified in Schedule XIV of the
Indian Companies Act, 1956.
(c)
Inventories:
(i)
Stocks of stores and spares, packing materials and raw materials are valued at lower of cost or net realisable
value. However, the aforesaid items are not valued below cost if the finished products in which they are to be
incorporated are expected to be sold at or above cost.
(ii)
Semi-finished products, finished products and by-products are valued at lower of cost or net realisable value.
Cost for this purpose is derived on Standard Costing basis in case of United Phosphorus Limited, India, United
Phosphorus Limited, Australia, United Phosphorus De Mexico, S.A. de C.V. Mexico, SWAL Corporation Limited,
United Phosphorus Inc., United Phosphorus Limited, UK, Cerexagri BV, Netherlands, Cerexagri Italia SRL, Italy
and Cerexagri SAS, France, on Weighted Average basis in case of Agri Pack Zambia Limited, Zambia, Safepack
Products Limited, Israel and Anning Decco Fine Chemicals Co Ltd., China and on FIFO basis in case of United
Phosphorus Ltd., Hong Kong, United Phosphorus Ltd., New Zealand, REPOSO S.A.I.C., Icona SA and Icona San
Luis SA. The method of deriving cost is not mentioned in the audited accounts of the other subsidiaries.
Approximately 96% of the total finished goods inventory as on 31st March, 2008, has been valued on standard
cost basis.
(iii) Traded goods are valued at lower of cost or net realisable value.
(d)
Investments:
Long-Term Investments are carried at cost of acquisition. However, the carrying amount is reduced to recognise a
decline, other than temporary, in the value of long-term investments by a charge to the Consolidated Profit and Loss
Account . Current investments are stated at lower of cost and fair value determined on individual investment basis.
83
(e) Finance costs and debts:
(f)
1.
United Phosphorus Limited (U.K.):
Finance costs of debts are recognised in the Profit and Loss Account over the term of such instruments at a
constant rate on the carrying amount. Debt is initially stated at the amount of the net proceeds after deduction
of issue costs. The carrying amount is increased by the finance cost in respect of the accounting period and
reduced by payments made in the period.
2.
Bio-win Corporation Ltd., Mauritius and United Phosphorus Sole Partner Limited, Greece.
Borrowings are recognised initially at fair value being their issue proceeds net of transaction costs incurred.
Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction
costs) and the redemption value is recognised in the income statement over the period of the borrowings using
the effective interest method.
Export Benefits:
United Phosphorus Limited (India):
Duty free imports of raw materials under Advance Licence for imports as per the Import and Export Policy are
matched with the exports made against the said licences and the net benefit / obligation has been accounted by
making suitable adjustments in raw material consumption.
The benefits accrued under the Duty Entitlement Pass Book Scheme as per the Import and Export Policy in respect of
exports made under the said scheme have been included under the head Export Incentives, in Other Income from
Operations.
(g)
Foreign currency transactions:
(i) Transactions in foreign currency are recorded by applying the exchange rate at the date of the transaction.
Monetary items denominated in foreign currency remaining unsettled at the end of the year, are translated at the
closing rates, prevailing on the Balance Sheet date. Exchange differences arising as a result of the above are
recognised as income or expense in the profit and loss account.
(ii) In the case of forward contracts, the premium or discount arising at the inception of the contract is amortised as
an expense or income over the life of the contract.
(h)
Derivative Instruments
The group uses derivating financial instruments such as forward exchange contracts, option contracts and interest
rate swaps to hedge its risks associated with foreign currency fluctuations and interest rate. Accounting policy for
forward exchange contracts is given in Note No. 2(g) above.
Interest rate swap
Swap contracts are initially recognised at fair value on the date on which a derivative contract is entered into and
subsequently remeasured at fair value. Such contract is carried as assets when fair value is positive and liabilities
when the fair values are negative.
Option contracts
The group provides for losses in respect of all outstanding option contracts at the balance sheet date by marking them
to market.
84
(i)
Government grants:
Subsidies received under the central and state investment subsidy schemes are credited to Capital Reserve and
treated as part of shareholders funds. Subsidies received from State and Central Government for Fixed Assets are
credited to respective fixed assets accounts in proportion of their acquisition value.
(j)
Amortisation of Intangible Assets
(a) Product acquisitions are amortised on straight line basis over a period of fifteen years from the month of addition
to match their expected future economic benefits.
(b) Other intangible assets are amortised on straight line basis over a period of five years.
(k)
Retirement Benefits:
1. United Phosphorus Limited (India),
(i) Provident Fund is a defined contribution scheme established under a State Plan. The contributions to the
scheme are charged to the profit and loss account in the year when the contributions to the funds are due.
(ii) Superannuation Fund is a defined contribution scheme and contributions to the scheme are charged to the
profit and loss account in the year when the contributions are due. The scheme is funded with an
insurance company in the form of a qualifying insurance policy.
(iii) The Company has a defined benefit gratuity plan. Every employee who has completed five years or more
of service gets a gratuity on post employment at 15 days salary (last drawn salary) for each completed year
of service as per the rules of the Company. The aforesaid liability is provided for on the basis of an actuarial
valuation made at the end of the financial year. The scheme is funded with an insurance company in the
form of a qualifying insurance policy.
(iv) The Company has other long term employee benefits in the nature of leave encashment. The liability in
respect of leave encashment is provided for on the basis of actuarial valuation made at the end of the
financial year. The aforesaid leave encashment is funded with an insurance company in the form of a
qualifying insurance policy.
(v) Actuarial gains/ losses are recognised immediately to the profit and loss account.
(l)
2.
United Phosphorus Limited (U.K.)
In respect of the defined contribution scheme, the amount charged to the Profit and Loss Account in respect of
pension costs is the contributions payable in the year. Differences between contributions payable in the year
and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
3.
Awarded pension rights are financed by means of annual premiums paid to the insurance company. A provision
for pension commitments or a receivable is included as at balance sheet date for a negative or positive balance
respectively of the present value of the awarded pension entitlements as at balance sheet date less the fair value
of the fund investments.
Account is taken of the actuarial results not yet recognised in the results as at balance sheet date when the
balance of the receivable or liability is calculated.
If the balance of the present value of the awarded pension rights, less the fair value of the fund investments is
positive, a receivable is included which is maximised at the sum of:
- any negative actuarial results not yet recognised in the result as at balance date;
- the charges for past service still to be allocated to the coming financial years;
- and the present value of reimbursements from the scheme or lowering of future contributions to the scheme.
If the accumulated actuarial results exceed the higher of 10% of the present value of the pension rights and 10%
of the fair value of the fund investments, the excess amount is recognised in the profit and loss account of the
expected average remaining service of the active participants.
The pension charges are calculated actuarially on the basis of expectations in the current financial year concerning
the movements of the present value of the pension rights and fund investments, and the portion of accumulated
actuarial results not yet recognised in the profit and loss account that are allocated to the financial year.
4.
All other subsidiaries :
The companies contribute to a defined contribution retirement benefit plan, and contribution to the retirement
benefit plan are charged to the Profit and Loss Account as incurred.
Research and Development Costs:
Research and Development Costs (other than cost of fixed assets acquired) are charged as an expense in the year in
which they are incurred and are reflected under the appropriate heads of account.
(m) Borrowing costs:
Interest and other costs incurred for acquisition of qualifying assets, upto the date of commissioning / installation, are
capitalised as part of the cost of the said assets.
(n)
Income-tax:
Income tax expense comprises of current tax and deferred tax charge or credit. Deferred taxation is provided under
the liability method, in respect of significant timing differences between profit as computed for taxation purposes and
profit as stated in the financial statements, except where it is considered that no liability will arise in the foreseeable
future. Deferred tax assets are not recognised unless the related benefits are expected to crystalise in the foreseeable
future.
Deferred tax charge or credit is recognised using current tax rates and laws that have been enacted or substantively
enacted by the Balance Sheet date.
(Also Refer Note No. 6 below)
(o)
Premium on redemption of Debentures/Bonds:
Premium payable on redemption of Debentures/Bonds is provided in the year of redemption of Debentures/Bonds.
(p)
Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events
and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate of the amount of the obligation can be made.
85
3.
Contingent liabilities not provided for:
I)
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
In respect of group companies other than associate companies
a)
Disputed Excise Duty Liability (excluding interest)
2,795
2,858
b)
Disputed Income-tax Liability (excluding interest)
69
69
c)
Disputed Sales-tax Liability
2,750
1,778
d)
Disputed Customs Liability
138
138
e)
Disputed Penalty on water tax
161
-
f)
Bills / Cheques purchased / discounted with the
banks and remaining unpaid as at the date of
the Balance Sheet
2,000
6,687
Bills discounted under Letter of Credit
remaining unpaid as at the date of the Balance
Sheet
2,165
988
h)
Guarantees given by Groups Bankers on behalf
of the Group to third parties
5,521
1,491
i)
Guarantees given by the Group to third parties
301
270
j)
Claims against the Group not acknowledged as
debts
2,202
1,418
k)
Export Obligation:
g)
The Holding Company has undertaken an export
obligation of 8 times the CIF value of machinery
imported by the Holding Company to be fullfilled
over a period of 8 years. The obligation
outstanding as on the date of the Balance Sheet
amounts to Rs.4,387 lacs (Previous Year: Nil)
II)
86
In respect of Associate Companies
a)
Disputed Income-tax Liability (excluding interest)
851
-
b)
Gurarantees given by Associates Bankers on
behalf of the Associates to third parties
400
-
c)
Claims against the Associates not acknowledged
as debts. (However, by way of an agreement
entered into with a third party, the associate has a
counter claim receivable from the said thir party)
12,025
-
4.
Estimated amount of contracts remaining to be executed
on capital account and not provided for (net of advances)
2,686
2,602
5.
A Scheme of Arrangement between the Holding Company and SWAL Corporation Limited (SWAL) and their respective
shareholders under sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Indian Companies Act, 1956
was sanctioned by the Honble Bombay High Court on 29th February, 2008 and High Court of Judicature at Gujarat on
16th April, 2008 and became effective from 30th April, 2008. As per the said Scheme:
(a)
The whole of the undertaking and properties of Haldia Division being the manufacturing division of agrochemicals
(Demerged Undertaking) of SWAL (Demerged Company) is demerged and transferred to and vested in the
Holding Company as a going concern with effect from the appointed date, viz. 1st April, 2007.
(b)
Reduction of Capital under sections 100 to 103 of the Companies Act, 1956 has been sanctioned under the scheme
and accordingly, the debit balance aggregating to Rs.56,212 lacs in respect of Product Registrations and Product
Acquisitions amounting to Rs.5,420 lacs and Rs.50,792 lacs respectively appearing as on 31st March, 2007 in the
books of Holding Company has been debited to the Securities Premium Account and the General Reserve after
adjusting for deferred tax arising on account of these assets amounting to Rs.2,525 lacs.
(c)
The stamp duty payable in respect of transfer of ownership of assets pursuant to demerger of Haldia Division of SWAL
with the Holding Company will be accounted for in the year of payment / adjudication.
6.
The Holding Company has continued with the net deferred tax liability amounting to Rs.2,121 lacs as on 31st March, 2008
without recognising deferred tax asset to the said extent. As a result of the above, the consolidated profit after taxation for
the year and reserves and surplus as at 31st March, 2008 are lower by Rs.2,121 lacs and deferred tax liabilities as at 31st
March, 2008 is higher by Rs.2,121 lacs.
7.
During the year, the Holding Company has made an issue of 2,41,66,000 equity shares of Rs.2 each on 19th October,
2007 to Qualified Institutional buyers at a price of Rs.350 per share and a preferential issue of 3,11,70,000 warrants with
an option to apply for equivalent number of equity shares of Rs. 2 each to a promoter group Company on 25th October,
2007 at a price of Rs.340 per share. Out of the said warrants, 60,87,100 warrants have been converted into equal number
of equity shares of Rs. 2 each till 31st March, 2008.
8.
Joint Ventures and Associate Companies:
While preparing the Consolidated Financial Statements, the group has not done proportionate consolidation in respect of
its investment in joint ventures and has also not recognised the effects of investment in associates on the financial position
and operating results of the group.
The investments in the aforesaid companies included in the Consolidated Financial Statements are as under:
a)
Joint Venture Companies
United Phosphorus Limited, Bangladesh
Nisso TM LLC
Cerexargi-Nisso LLC
Hodogaya UPL Co. Ltd., Japan
b)
As at 31st
March, 2007
Rs. in lacs
4
4
4
4
46
46
244

280
280

Agrinet Solutions Limited. (Net of Provision for Diminution)
United Phosphorus Zimbabwe Ltd.
9.
As at 31st
March, 2008
Rs. in lacs
Segment Information:
Segment information has not been given as the management is of the view that the said information would be
prejudicial to the interest of the group.
10. Related Party Disclosures:
Companies in the group have entered into transactions with the following related parties as identified by the
management and relied upon by the Auditors.
a)
List of related parties:
i)
Joint Venture Companies:
United Phosphorus Limited Bangladesh
Nisso TM LLC
Cerexargi-Nisso LLC
Hodogaya UPL Co. Limited, Japan
ii)
Agrinet Solutions Limited
United Phosphorus Zimbabwe Limited
Advanta Finance BV
Advanta India Limited
Advanta International BV
Advanta Netherlands Holding BV
Advanta Semilas SAIC, Argentina
Advanta Holdings BV
Advanta Seed International, Mauritius
87
Pacific Seeds Holding Limited, Thailand
Pacific Seeds Limited, Thailand
Pacific Seeds Pty Limited, Australia
Longreach Plant Breeders Management Pty Limited, Australia
88
iii)
Enterprises over which key management personnel and their relatives have significant influence:
Uniphos Agro Industries Limited
Uniphos Enterprises Limited
Bloom Packaging Private Limited
Nerka Chemicals Private Limited
Ultima Search
Jai Research Foundation
JRF International Limited
Vikram Farm
Search Enviro Limited
Bharuch Enviro Infrastucture Limited
UPL Environmental Engineers Limited
Demuric Holdings Private Limited
iv)
Key Management Personnel and their relatives :
Whole Time Directors and their relatives
Mr. Rajnikant D. Shroff
Mrs. Sandra R. Shroff
Mr. Kalyan Banerjee
Mr. Jaidev R. Shroff
Mr. Arun C. Ashar
Mr. Vikram R. Shroff
Mrs. Shilpa Sagar
Mrs. Asha Ashar
(b)
The following transactions were carried out with the related parties in the ordinary course of business as disclosed in the
audited accounts of the individual companies.
Rs. in lacs
Current Year
Nature of Transactions
1. Income
Sale of Goods
Services
Management Fees
Dividend Received
Sale of DEPB Licence
Joint Associate
Venture Companies
Companies
Previous Year
Other
related
Parties
Subsidary
Companies
Joint Associate
Venture Companies
Companies
Other
related
Parties
185
-
47
56
84
-
108
3
64
53
56
-
5,559
8
-
-
274
64
85
2. Expenses
Purchases of Goods
Fixed Assets
Services
Rent
Commission and Discount given
Others
-
755
625
75
-
1,631
52
3,027
126
-
150
-
1,102
-
6
-
1,154
266
1,454
125
8
2
3. Write off of Payables
-
-
-
-
-
-
2
4. Finance
Interest Paid
Interest Received
Loan Given
Preferential Issue of Warrants
Purchase of Shares
--
907
1,057
522
7,854
10,990
- 105,978
-
719
25,058
5,985
-
-
311
-
5. Reimbursements
Received
Made
-
8
88
150
-
57
-
-
-
31
27
-
1,401
925
69
262
-
323
28
-
2,697
7,151
306
111
861
466
13,114
128
125
-
-
115
75
410
6. Outstandings as at the
Balance Sheet Date
Payables
Receivables
Loans Taken
Loans Given
Interest Receivables
89
c)
Current Year
Rs. in lacs
Previous Year
Rs. in lacs
577
114
-
545
43
7
198
192
58
22
-
238
58
13
29
As at 31st
March, 2008
Rs. in lacs
As at 31st
March, 2007
Rs. in lacs
Payable not later than 1 year
Payable later than 1 year and not later than 5 years
196
786
1,108
854
Total Minimum Lease Payments
Less: Future Finance Charges
982
8
1,962
33
Present Value of Minimum Lease Payments
974
1,929
Operating Leases
The minimum annual rentals under the operating leases are as under:
i)
within one year
ii) between two and five years
iii) above five years
401
829
857
290
839
-
43
15
16
2
1
38
13
7
1
1
Current Year
(Rs. in lacs)
Previous Year
(Rs. in lacs)
274
33
41
13
36
180
198
24
30
10
38
238
577
538
Transactions with Directors of the Holding Company and their Relatives
Remuneration
Rent Paid
Professional Fees
Sales of Fixed Assets
Outstandings as at the Balance Sheet Date
Remuneration Payable
Rent Payable
Advance Rent
11. Lease Commitments:
a) Finance Leases
Future Minimum Lease Payments in respect of assets acquired
under finance leases are as under:
(a)
(b)
b)
12. Remuneration to Auditors of the Holding Company:
a) Audit Fees
b) For Taxation matters
c) For other matters
d) For Certification work
e) Reimbursement of out-of-pocket expenses
Note : The aforesaid amount of auditors remuneration
does not include an amount of Rs.13 lacs (Previous
Year: Nil) paid for carrying out the professional
work in relation to the issue of shares of the
Company, which have been adjusted against
Securities Premium Account
13. Remuneration to Managing / Wholetime Director of the Holding Company:
a) Salaries
b) Contribution to Provident Fund
c) Superannuation Scheme
d) Gratuity
e) Perquisites
f)
Commission
Total
90
Current Year
Rs. in lacs
Previous Year
Rs. in lacs
25,791
2,218
25,792
2,415
28,009
2,260
28,207
1
2,123
(A)
25,749
26,083
(B)
Nos.
199,226,283
Nos.
187,294,871
Rupees
Rupees
14. Consolidated Earning per share:
(a) Basic Earning Per Share:
Profit after Taxation and Minority Interest as per the
Consolidated Profit and Loss Account
Add : Share of Profit in Associate Company
(b) Prior Period Adjustments (Net)
Weighted Number of Equity Shares Outstanding
Basic Earning Per Share
(A/B)
12.92
13.93
Basic Earning Per Share excluding exceptional items
(A/B)
18.66
14.33
Nominal Value of equity share
(b)
2.00
2.00
Diluted Earning Per Share:
Profit after Taxation and Minority Interest as per the
Consolidated Profit and Loss Account
Add : Share of Profit in Associate Company
25,791
2,218
25,792
2,415
(b) Prior Period Adjustments (Net)
28,009
2,260
28,207
1
2,123
25,749
26,083
92
117
25,841
Nos.
199,226,283
26,200
Nos.
187,294,871
22,680,602
13,624,668
Add: Increase in net profit attributable to equity
shareholders (net of tax)
(A)
Weighted Number of Equity Shares Outstanding
Add: Dilutive Impact of Foreign Currency Convertible Bonds
Weighted Number of Equity Shares for Computing Diluted
Earning per Share
(B)
221,906,885
200,919,539
Rupees
Rupees
Diluted Earning Per Share (in Rupees)
(A/B)
11.64
13.04
Diluted Earning Per Share before exceptional itesms (in Rupees)
(A/B)
16.80
13.42
Nominal Value of equity share (in Rupees)
2.00
2.00
15. In the earlier year, the Group had under a share purchase agreement between United Phosphorus Limited and Arkema
France, acquired Cerexagri group of companies for a preliminary purchase consideration. The preliminary purchase
consideration was subject to revision in accordance with the aforesaid share purchase agreement. In the Consolidated
Financial Statements for the year ended 31st March, 2008, the Goodwill arising on acquisition of Cerexagri Group of
Companies has been recomputed on the basis of the final purchase consideration.
16. During the year the Group has acquired Icona SA and Icona San Luis SA, on 18th July 2007 and Global Chem Trade Corp.,
Jiagzu Kaznam Chemical Group Corp., Eddyville Consultant Group Inc., Evofarm Colombia SA & Evofarms SA on
1st January 2008. The aforesaid acquisition has the effect of increase in assets, liabilities and results by Rs. 6544 lacs,
Rs. 2306 lacs and Rs. 141 lacs respectively in the consolidated financial statements.
17. In view of the acquisition of Cerexagri Group of companies in the previous year from 1st January, 2007 and acquisition of
certain other companies during the current year as mention in Note No. 16 above, the current year figures are not
comparable with those of the previous year. Previous Years figures have been regrouped/ rearranged wherever necessary.
SIGNATURE TO SCHEDULES A TO S
R. D. SHROFF
P. V. PARANJAPE
Partner
A. C. ASHAR
Whole-time Director
91
NOTES
92