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UPL Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

Your Directors have the pleasure of presenting a report on the business performance and the audited consolidated and standalone financial statements of UPL Limited ("the Company" or "UPL") for the financial year ended March 31, 2023.

FINANCIAL RESULTS

(? in Crores)

Particulars

Consolidated

Standalone

2022-23

2021-22

2022-23

2021-22

Total Income

54,053

46,521

19,245

17,080

EBITDA

11,178

10,165

2,746

2,688

Depreciation/amortisation

2,547

2,359

951

1,044

Finance Cost

2,963

2,295

499

377

Exceptional items

170

324

12

6

Profit / (Loss) from Associates

157

134

-

-

Profit before tax

5,150

4,966

1284

1,261

Provision for taxation

Current tax

1,506

1,096

314

220

Deferred tax

(770)

(567)

(5)

(135)

Profit after tax

4,414

4,437

975

1,176

Minority interest

844

811

-

-

Net profit for the year

3,570

3,626

975

1,176

OPERATIONAL PERFORMANCE

UPL delivered resilient results for FY 2023 despite facing significant headwinds in the final quarter. UPL''s consolidated revenue from operations increased by ~16% to I 53,576 crores from I 46,240 crores in FY 2023. EBITDA increased by ~10% to I 11,178 crores from I 10,165 crores in FY 2023. Net profit and earning per share were largely flat year on year as net finance costs increased by 56%, of which 65 % of the increase in finance costs came from the increase in base rates in most of the geographies. The rest was largely on account of forex.

During the year, the Company generated strong cash flows and utilized it towards deleveraging the balance sheet and returning to shareholders. The gross debt was reduced by US$ 617 Mn and net debt by US$ 440 Mn. FY 2023 was a combination of two distinct periods with strong performance in first nine months. The fourth quarter, however, was an unusual one with pricing pressure and delayed purchase by channel in the post patent space due to oversupply of certain molecules.

We continue to prudently invest towards ensuring reliable growth across regions with most regions witnessing a doubledigit growth. The region-wise performance for FY2023 was as under:

Region crores)

FY 2023

FY 2022

Change

Latin America

21,975

18,039

22%

Europe

7,324

6,893

6%

North America

8,735

7,808

12%

India

6,539

5,687

15%

Rest of the World

9,002

7,812

15%

For more details on the financial performance, please refer to the Management Discussion and Analysis Report.


STRATEGIC CORPORATE REALIGNMENT

During FY 2023, UPL gave an effort for strategic business realignment which involved creation of two ''distinct pure-play platforms'' viz. 1) Crop Protection Business under UPL Sustainable Agri Solutions Limited ("UPL SAS"); and 2) Advanta Seeds Business under Advanta Enterprises Limited ("AEL"). This was in-line with our long-term strategy to have enhanced focus on and operational freedom to pursue independent growth strategies for each of the distinct platforms.

Crop Protection Business - UPL SAS

Under this arrangement, UPL SAS acquired the ''Crop Protection Business'' of UPL in India by way of a transfer on slump sale basis as a going concern. Post realignment, UPL SAS has become the largest Indian Agtech Platform. The Adarsh Farm Services Business (spraying services) was also transferred to Nurture Agtech Private Limited on slump sale basis as a going concern.

UPL SAS received an investment from The Abu Dhabi Investment Authority (ADIA) (an Emirati Sovereign Wealth Fund), TPG and Brookfield (global large asset management / private equity investors) for an aggregate amount of US$ 200 mn for a consolidated stake of 9.09%.

Advanta Seeds Business - AEL

A new company Advanta Enterprises Limited was incorporated in India to house the India and international seeds business to create a ''global seeds platform''. The key drivers were to focus on product innovation and increasing penetration across geographies / crops. Upon creation of distinct pure play platform, AEL received an investment of US$ 300 mn from KKR, a leading global private equity investor for a stake of 13.33% on fully diluted basis.

The aforesaid investors will be investing US$ 500 million collectively in two businesses. Accordingly, UPL SAS and AEL will be valued at an aggregate of ~US$ 4.5 billion, implying a deal multiple of 23-24x on the trailing EBITDA (~14% of consolidated EBITDA of UPL).

Going forward, as we look ahead to FY24, we are well-positioned to deal with the market headwinds and deliver better profitability growth. In the longer-term, we remain confident of achieving our growth ambitions and transforming the food value chain with emphasis on sustainability.

DIVIDEND

The Board has recommended a dividend of 500% i.e. I 10/-per equity share of I 2/- each for the financial year ended March 31, 2023, which if approved at the forthcoming Annual General Meeting ("AGM"), will be paid to all those equity shareholders of the Company, subject to deduction of income tax at source, whose names appear in the Register of Members and as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India)

Limited. The total dividend pay-out will amount to approx. I 751 crores (including tax). The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies. History of dividends declared by the Company of last 10 years is available on the website of the Company at https://www.upl-ltd.com/investors/shareholder-center/ dividend-history.

FINANCE

(a) Deposits

During FY 2023, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013.

(b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the note nos. 5, 6 and 32 to the standalone financial statement.

(c) Changes in Paid-up Share Capital and Buyback

During the year, no equity shares were issued or allotted. The paid-up share capital of the Company as at March 31, 2023 was ?150,12,15,282/- comprising of 75,06,07,641 equity shares of face value ?2/- each.

The Members of the Company at the Extra-ordinary General Meeting held on March 30, 2022 approved buyback of equity shares of the Company at a price not exceeding I 875/- per equity share for an aggregate amount not exceeding I 1100 crores by way of ''Open Market'' through the Stock Exchanges. The Buyback commenced on April 7, 2022 and ended on May 20, 2022. The Company bought back 1,34,37,815 Equity Shares at an average price of I 813.92/- per equity share utilizing a total of I 1093.74 crores representing 99.43% of the Maximum Buyback Size. The Company had extinguished 1,34,37,815 equity shares. The details of buy back are available on the website of the Company on the following link https://www.upl-ltd. com/investors/shareholder-center/buy-back.

(d) Transfer to Reserves

The Company does not propose to transfer any amount to the reserves.

LISTING OF COMMERCIAL PAPERS

The Company has issued Commercial Papers amounting to ?4,575 crores during FY 2022-23. All the Commercial Papers were listed on National Stock Exchange of India Limited. The Company has not defaulted on any of its dues to the financial lenders.

The borrowings are rated by CRISIL & CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

10. UPL partnered with CLEANMAX for 61 MW hybrid Solar-Wind power.

International Sustainability Rating

1. Dow Jones Sustainability Indices (DJSI):

UPL DJSI rating has improved 242% in last 5-years. UPL scored higher rating in all three dimension from industry average. UPL scored highest in environmental dimension out of three dimensions i.e. Economic, Environmental & Social.

2. FTSE Russell ESG Rating:

UPL''s FTSE score in 2021-22 was 3.9 out of 5 which is 129% improvement in last 5-years. UPL was awarded and listed in FTSE 4 Good Index for strong environmental, social and governance practices which were measured against globally recognised standards. UPL scored higher rating in all three dimension from industry average.

3. Sustainalytics ESG Risk Rating:

Sustainalytics ESG risk rating has improved 56% in last 5 years. UPL scored higher rating amongst agrochemical companies globally.

RESEARCH AND DEVELOPMENT

The Company has various state-of the art Research and Development Centres located across the globe.

The Research and Development Teams comprise of highly qualified and extremely committed scientists. Scientists working in the company strive to working towards efficient technologies and processes, environment-friendly processes and ensures that the end-use products being offered to the farmers are easily affordable.

The Company has taken significant steps in employing additional highly qualified human resources, creating comfortable workspaces for the scientists, and providing state-of-the-art equipment and instruments.

Scientists working in the Research & Development Centres have adopted Company''s primary goal to make every single food product more sustainable and are taking significant steps towards achieving the goal.

Scientists have developed innovative combination products and have provided efficient and cost-effective integrated pest management solutions which are being manufactured and marketed world-wide to support farmers globally. Extreme care is taken to test the commercial products internally through Quality Assurance laboratories and field research stations. The products which are to be commercialized get tested at GLP laboratories for generating various data such as chemical composition, impurity profile, physical properties, container compatibility, packaging data, shelf-life data, residue analysis data, bio-efficacy, and toxicity profile.

- Smt. Sandraben Shroff Gnyan Dham School, India

- A top-notch school renowned for its outstanding academic performance, along with co-curricular activities. 1,700 students get quality education every year.

- UPL University of Sustainable Technology, India

- The institute has over 2000 graduates and postgraduates since inception in the field of science and technology.

- Gnyan Dham Eklavya Model Residential School, India

- 460 students coming from tribal backgrounds pursue quality education at the school every year.

- Sandra Shroff College of Nursing, India - Offering nursing courses for girls and boys and having an intake capacity of 55 students.

- UPL Centre for Agriculture Excellence, India - A residential farmers'' training centre to develop practical sustainable farming skills, having impacted 22,000 farmers till date.

- "Ekal Vidyalaya" aims at creating one teacher schools in the remotest parts of the country. These educational institutions are established at the village level to provide holistic learning opportunities to the tribal, underprivileged children. UPL supports Friends of Tribal Society to run and manage Ekal Vidyalaya" in Maharashtra & MP, India. 15,000 tribal students are receiving education.

B. Sustainable Livelihood: Our program is aimed at providing ecologically, economically, and socially sustainable livelihood opportunities to all sections of the society with an aim to Improve Quality of Life for the communities/ people. Our integrated approach in India engages 3 marginally oppressed sections of the society enumerated as women, school dropout youths and marginal farmers.

Different initiatives undertaken under the sustainable livelihood program are:

- UPL Khedut Pragati in India is maximizing benefits to the farmers from the available resources through Agriculture Development Initiative. 10,000 farmers are engaged through various agriculture programmes.

- UPL Udyamita in India is providing an alternative source of income to more than 1,800 rural women through Women Empowerment and Entrepreneurship Initiative.

- UPL Niyojaniy in India is enhancing capability and employable skills of the school drop-out youth through Skill Development Initiative. 2,200 youth have been skilled till date.


ENVIRONMENT AND SUSTAINABILITY

At UPL, we have always adopted a structured approach towards Sustainability by creating value in a responsible manner, supported by our sustainability strategy. The adoption of sustainability practices is driving UPL''s transformation towards a world that aims to limit global warming to 1.5 degrees Celsius. This transformation encompasses key aspects such as innovation, compliance, profitability, and community acceptance. Taking time to contemplate our joint endeavors in promoting sustainability and safeguarding the environment is of great importance. Future presents us with a distinctive array of challenges on the front of climate crisis, which require proactive and resolute action.

Some of the major achievements of this year are summarized below:

1. UPL has conducted a detailed Scope 3 emission assessment and included Scope 3 emissions in our overall GHG Inventory. During the assessment of 15 categories proposed by GHG protocol for Scope 3 Emissions, 9 relevant categories were identified and the details for the same have been mentioned below: (i) Purchased Goods and Services (ii) Capital Goods (iii) Fuel and Energy Related Activities (iv) Upstream Transportation and Distribution (v) Waste Generation in Operations (vi) Business Travel (vii) Employee Commute (viii) Downstream Transportation and Distribution (ix) Upstream leased assets.

2. UPL released its first Task Force on Climate Related Financial Disclosures ("TCFD") Report. The TCFD report was structured around four thematic areas that represent its core elements of how organizations operate, viz: governance, strategy, risk management and, metrics and targets allowing investors and others to better understand how reporting companies evaluate climate-related risks and opportunities.

3. UPL''s near-term company-wide emission reductions commitments in line with climate science have been approved by the Science Based Targets initiative (SBTi).

4. I n house sustainability data tracker software was developed and implemented to track sustainability data globally.

5. ESG rating agencies DJSI & Sustainalytics rated UPL No. 1 among all agro-chemical companies globally.

6. UPL achieved Zero Liquid Discharge (ZLD) at PL-01 Ankleshwar for recycling and reuse of wastewater.

7. Recycled & reused 1 million cubic meter wastewater inside our operation which is equivalent to 93% of operating plants water demand.

8. UPL committed to United Nations Global Compact CEO Water Mandate.

9. UPL committed to World Business Council for Sustainable Development Wastewater Zero Initiatives.

The scientists employed in Research and Development Centres across the world take ab-initio efforts to incorporate aspects of atom economy and principles of green chemistry in the products and processes being developed. Importance is given at every stage of product development for consideration of the environmental effects and product safety. All products get critically evaluated for hazards, personal safety as well as environmental safety.

The Company encourages creation of Intellectual Property ("IP") for innovative products, combinations and processes by way of applying for patents globally. The Company believes that safeguarding the company''s Intellectual Property is extremely important. IP team takes care of capturing inventions and converting them into IP. Vigilant IP team monitors patent scenario and takes appropriate actions when needed. The Company''s fundamental policy is to respect others'' IP and ensuring that no violation of IP is happening while commercialization of products and processes.

The Company has an impressive plan for producing Specialty Chemicals and Industrial Chemicals for captive consumption as well as supplying to customers. Research and Development Centres design viable, cost-effective, and environmentally safe processes for the Speciality and Industrial Chemical products.

CORPORATE SOCIAL RESPONSIBILITY

The two core UPL values "Always Human" and "Open Hearts" are the guiding force of our CSR initiatives aligned to our fundamental belief, "Nothing is Impossible". At UPL, we believe in the holistic and sustainable growth of society. Our commitment and interventions cater to all the segment of the society. Our interventions are not restricted to the development of our neighbouring communities only, as we work on initiatives that cater to the wider national interest. Our commitment have been classified in 4 focus areas: (a) Institution of excellence; (b) Sustainable Livelihood; (c) Nature Conservation; and (d) Local and National Needs. Our CSR values are shared across the globe and development initiatives are being undertaken in 30 countries like Argentina, Brazil, Belgium, Colombia, Cote d''Ivoire, India, Kenya, Mexico & UK and implementing & supporting more than 80 development interventions benefiting more than 70 communities across continents. We have impacted around 1 million lives globally through our CSR initiatives.

Highlights of the initiatives undertaken in FY 2023:

A. Institution of Excellence: UPL promoted non-profit organizations believe in promoting and strengthening the cause of education and have built institutions of excellence to raise responsible and skilled human capital through academic excellence, holistic growth, and vocational & life skills for students from various walks of life. 2,500 children and youth get quality education from the four institutes every year.

- UPL Narmada Project - Develop the agri value chain through interventions with FPOs in the aspirational district of India to impact 10,000 tribal farmers across 100 villages of Narmada district.

- Cocoa & Forests Initiative (CFI) in Ghana and Ivory Coast serves three priorities viz. (i) Forest protection and restoration; (ii) Sustainable production and farmers'' livelihoods and (iii) Community engagement and social inclusion. In FY 2023, we supported a total of 92,224 farmers with our sustainability training programs across Ghana and Cote d''Ivoire.

- Advanta Vegetable & Nutrition Program, East Africa.

- Advancing access to nutritious foods is crucial for Africa''s socio-economic prosperity and an effective way of driving human capital development, with every US$1 invested in nutrition seeing a US$16 return on investment in health, education and productivity outcome. 18,000 smallholder farmers in 20 counties in Kenya were on boarded for training and support.

C. Nature Conservation: With a vision to restore and conserve the environment UPL has laid a strong focus on protecting & conserving nature and environment. We have undertaken a series of initiatives like

- Sarus Conservation Project in India to conserve native crane from India. 992 Sarus documented in 2022-23 against 500 in 2015-16 at the beginning of the program.

- Social forestry in community land in Gujarat, India. 132 acres of community land spread across 5 clusters converted into social forests through plantation of 71,300 trees.

- 200 acres of mangrove plantation land on the coastline of Gujarat India, through plantation of 0.4 million trees to reclaimed 150 acres of coastal land.

- Water conservation in India to create new structures, rebuild the dilapidated ones, deepen existing wells and ponds, create new ones and recharge bore wells. 20 water structures built/repaired.

D1. Local Area Need: Meeting specific local area needs of communities around our factory locations. Below are details of projects covered under local area needs in India and across the globe:

- Various activities implemented under Gram Pragati / Village infrastructure development like school, road construction, school compound hall, drinking water tank, paver block in school, etc.

- Construction of toilets to improve school sanitation and drive household hygienic behavior through school children. 58 toilet blocks built across 6 states in India. The said facility is being used by more than 15,000 students and 3,000 commuters a day.

- Safety training in India for women, highway and industry safety. In FY 2023, we sensitized 9,000 members through 80 sessions.

D2. National Area Need: Meeting national needs, which also include relief or rebuild which can arise from natural calamities. Below are details of projects covered under national area needs in India and across the globe:

- One Billion Hearts Initiative at Cote d''Ivoire with The Heart Fund to provide universal access to cardiovascular health for 1 billion people by 2030. 6,000 people were given cardiology consultations this year, collectively impacting 0.36 million lives till date.

- Promote and raise awareness about sustainable development in agriculture and education in society through football in association with FIFA Foundation.

- The Gigaton Challenge is an initiative to reduce atmospheric carbon dioxide emissions by 1 Gigaton by 2040. Our Gigaton Carbon Goal brings together a new ecosystem of technologies, interventions, research institutions and financial products to incentivize, empower and reward individual farmers for their efforts to capture carbon.

- Through Ekatrita Bhavishya initiative UPL is working on skilling widows of farmers of Yavatmal district, Maharashtra, India with the objective of providing them an alternate sustainable source of livelihood. 600 women have been trained and impacted till date and 200 machines have been distributed.

- The United Against Child Labour (UACL), India is an initiative to proactively eliminate all forms of child labour in seed supplier farms to ensure continuity and support for education of rural children. The project is executed in different seed cluster of India and focuses on preventing dropouts. In last three years, the project reached 3 states and sensitized more than 7,500 seed growers.

- UPL has partnered with the Global Parli Project to transform rural villages through revival and empowerment of 17,000 farmers across the states of Maharashtra and Gujarat in India.

- Development of Tinkerer''s Lab at IIT Jammu, India: Partnership with Maker Bhavan Foundation (MBF) and IIT Jammu to develop Tinkerer''s Lab at IIT Jammu to create workspaces and an ecosystem where young minds can learn innovation skills, sculpt their ideas through hands-on activities, social and cross-cultural collaboration, and ethical leadership. With the help of this lab, the students were able to participate and present their innovations in more than 15 Hackathons. The capacity building of students and other researchers was done with more than 170 training sessions.

We Are United (WAU), a well-structured employee volunteering programme, across different countries through which employees get an opportunity to use their skill, talent and passion for the benefit of the community. A majority of the local area development needs are met by the efforts of our volunteers. Be it planning the initiative, training the community members or implementing the program on ground, our volunteers never shy away from the hard work.

For detailed report on Corporate Social Responsibility, please refer to the section ''Social Initiatives'' in the annual report and Annexure 1 to this Board''s Report.

The CSR policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/ investors/corporate-governance/policies .

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has always strived to conduct its business fairly, ethically and with integrity. In line with this belief, the Company has in place a robust whistle-blower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Chairman of the Audit Committee oversees the whistle-blower policy. This policy aims to encourage employees and directors who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistleblowing in good faith. This Policy is in addition to the Company''s Global Code of Conduct, which empowers its stakeholders to make protected disclosures through the reporting channels consisting of designated e-mail address, hotline, and customised web-portal, details of which are prescribed under the Policy and the Code. On a regular basis, the Company undertakes all efforts to create awareness among the employees about the Policy including the new joinees during the year.

The policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/ corporate-governance/policies.

PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE

The Company is committed in creating and maintaining a secure and safe work environment that enables its employees, agents, vendors and partners to work free from unwelcome, offensive and discriminatory sexual behavior without fear of prejudice, gender bias and sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented a gender-neutral policy - Prevention and Redress of Sexual Harassment Policy ("Policy").

The Policy applies to all those employed and associated with UPL and its subsidiaries irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees.

The Policy also covers all contract workers, consultants, retainers, probationers, trainees, and apprentices or called by any other such name engaged by us whether the terms of their employment are expressed or implied.

A knowledgeable and experienced Internal Complaints Committee comprising mainly of women and an unbiased third party is currently functional to attend and redress complaints that arise under this Policy. Further, there are sub committees at unit locations to ensure strict adherence to this policy and keep the workplace free from biases and prejudices. The Internal Complaints Committee has not received any formal complaint during FY 2023.

All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Company''s website. During FY 2023, a refresher POSH workshop was conducted for 26 Committee members online for 2 days by Company''s external partners. Employees were asked to complete the course of Prevention of Workplace Harassment and POSH was part of the same.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls. The Company has adopted policies and procedures covering all major financial and operating functions. These controls have been designed to provide reasonable assurance over:

- Accuracy and completeness of the accounting records

- Compliance with applicable laws and regulations

- Effectiveness and efficiency of operations

- Prevention and detection of fraud and errors

- Safeguarding assets from unauthorized use or losses

The Company has an in-house internal audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. In addition, the Company has also appointed reputed external audit firms to carry out the internal audit reviews. Process improvements are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings.

Internal Audit function plays a key role in providing both the management and the Audit Committee, an objective view and re-assurance of the overall internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the company including its subsidiaries.

Compliance with laws and regulations is monitored through a well-implemented compliance tool that requires individual functions to confirm and report statutory compliances with all laws and regulations concerning their respective functions.

INTERNAL FINANCIAL CONTROLS

The Company has well-defined and adequate internal controls commensurate with the size, scale and complexity of its operations. The key internal financial controls have been documented in the form of a Risk & Control Framework and embedded in the respective business processes. This framework includes entity level controls, process level controls and IT general controls.

On a periodic basis, testing of entity level controls, process level controls and IT general controls is carried out and the status of testing of controls is presented to the Audit Committee. During the year, internal controls were tested and no reportable material weaknesses in design and effectiveness were observed.

RISK MANAGEMENT FRAMEWORK

In today''s dynamic business landscape, with multiple uncertainties being confronted by businesses at the same time, it gets critical for us to stay focused on how we manage our key enterprise-wide risks in a proactive and effective manner. At UPL, we aim to identify potential risks before they occur in order to mitigate the down-side of risks and harness the opportunities.

To achieve above stated objective, UPL has developed and implemented Enterprise Risk Management ("ERM") framework, benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission ("COSO").

ERM framework facilitates structured approach to identify enterprise-wide risks that may impact the organization''s strategic business objectives. While achievement of strategic objectives is the key driver, our values, culture, obligation and commitment to employees, customers, investors, regulatory bodies, partners and the community around us are the foundation on which our ERM framework is developed. Systematic and proactive identification of risks and mitigation thereof enable effective and quick decision-making and propels the performance of the organization forward.

Over the years, the risk management practices implemented by UPL have evolved significantly. UPL has adopted a consistent risk management policy to ensure common, organisation wide understanding of ERM by defining key ERM principles to be adhered across UPL, in a phased manner. UPL has adopted a standard Framework and risk management process across business functions to ensure a co-ordinated and integrated approach for managing risks and opportunities across the organization. It has also adopted an ERM Standard which intends to reinforce the

commitment of UPL to effectively manage the existing and evolving risks and harness the underlying opportunities while safeguarding the business value to achieve its strategic objectives.

UPL''s ERM Framework defines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance. The Company has also appointed a dedicated ERM team and is formally identifying Risk Champions across functions and locations to ensure effective and consistent deployment of ERM framework across the Company.

The Company has developed and implemented the combination of top-down, bottom-up and outside-in approach to identify and mitigate macro, strategic and external risks emanating from business strategies. It provides guidance to the business for identifying, assessing, prioritizing, responding, monitoring and reporting any risk or potential threat to these objectives in a consistent manner. The risk management framework encourages businesses to identify relevant risks and opportunities in line with the short-term and long-term strategic business plans.

UPL identifies risks including emerging risks in various categories, such as strategic, external and preventable risks. It also monitors the health of risks in a proactive manner that provide early warning indicators to the relevant stakeholders. We take cognizance of risks faced by our key stakeholders and their cumulative impact while framing our risk responses.

The Risk Register is revisited periodically to ensure that the risks remain relevant at any point in time and corresponding mitigation measures are effective. This provides a proactive and value adding review process which enables maintaining the risk profile at an acceptable level in a rapidly changing environment.

UPL operates in a dynamic sector, thus it has a formal documented way of identifying, assessing and reviewing emerging risks. It uses horizon scanning for early detection of emerging risk such as the implications of the recent geopolitical crisis and its effects associated therewith on UPL.

The Board has the overall responsibility of maintaining sound and effective risk management. It ensures ERM Policy and Framework is in place and shall maintain an oversight to ensure it is implemented across the Company in an effective manner, while the Risk Management Committee sets the tone and culture towards effective risk management across the Group. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

Pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 ("SEBI Listing Regulations"), a Risk Management Committee, consisting of Dr. Vasant Gandhi - Independent Director, Mr. Carlos Pellicer - Non-Executive, Non- Independent, Mr. Raj Tiwari, Whole Time Director and Mr. Anand Vora - Chief Financial

Officer has been formulated and institutionalized. The Risk Management Committee conducts integrated risks and performance reviews along with the Senior Executives engaged in different functions. The Global Head - Risk Management is a permanent invitee to the Risk Management Committee meetings. The Committee reviews identified risks, the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks. The Committee also facilitates provision of adequate resources for business to effectively mitigate critical risks and ensure business value is protected and enhanced at all times. The Committee also maintains a continuous oversight to ensure the risk management framework is effectively integrated with the core functions such as Strategic Business Planning, Capital Allocation and assurance providing functions such as Internal Audit, Internal Controls, Compliance Management etc. to enhance the business resiliency and provide portfolio view of the risks.

Risk Management Highlights of the Year

After the successful implementation of the ERM process at UPL Limited India, the Company''s focus is to further institutionalize the ERM framework across global operations and evolve towards a vision of integrated risk reporting encompassing all our global operations.

Further, we plan to digitize the ERM process and leverage analytical capabilities to facilitate risk informed decision making through relevant risk insights across critical business decision making processes. This will further assist the Company in standardizing and enhancing the efficiency of risk management process.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated. For more details on the risks and their mitigation plans, please refer to Management Discussion and Analysis report in this annual report. The Risk Management Policy of the Company is available on the website at https://www.upl-ltd. com/investors/corporate-governance/policies .

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company has several subsidiary companies and associates spread across the globe. Crop protection product companies need local registrations to enable them to sell their products in different countries in the world. These registrations are granted by the local government body of each country to a local entity established in that country.

As on March 31, 2023, there were 218 subsidiaries / associates / joint ventures across the globe. Most of these subsidiaries and associate companies are marketing arm and their main activity is confined to marketing by servicing local market with greater efficiency and ensuring timely availability of different products of the Company. Some other entities are holding companies which hold investments in other group entities.

The details of essential parameters of each subsidiary / associate company / joint venture such as share capital, assets, liabilities, turnover, profits before and after tax are given separately under the Statement of AOC-1 Form forming part of the Annual Report. Subsidiary Financials are available on Company''s website at https://www.upl-ltd. com/investors/shareholder-center/subsidiary-financials.

The companies which were newly added or ceased to be subsidiaries / associate / joint ventures during the year are as follows:

Sr.

No.

Name of the Company

Country

Newly Formed / Acquired Entities

1.

UPL Speciality Chemicals Limited

India

2.

UPL GLOBAL SERVICES DMCC

UAE

3.

UPL LANKA (PRIVATE) LIMITED

Sri Lanka

4.

Advanta Enterprises Limited (FKA Advanta Enterprises Private Limited)

India

5.

UPL Radicle LP

USA

6.

Nurture Financial Solutions Limited

India

7.

UPL Agri Science Private Limited

India

8.

Advanta Mauritius Limited

Mauritius

9.

Advanta Seeds Romania S.R.L

Romania

10.

Nature Bliss Agro Limited (FKA Nature Bliss Agro Private Limited)

India

11.

Kudos Chemie Limited

India

Ceased during the year due to merger / liquidation / sale

1.

Bioquim Panama, Sociedad Anonima

Panama

2.

Arysta LifeScience Paraguay S.R.L.

Paraguay

3.

Arysta LifeScience S.R.L.

Bolivia

4.

Arysta LifeScience America LLC (FKA Arysta LifeScience America Inc.)

USA

5.

GBM USA LLC

USA

6.

Vetopharma Iberica SL

Spain

7.

United Phosphorus Polska Sp.z o.o -Poland

Poland

8.

Arysta LifeScience Switzerland Sarl

Switzerland

9.

Arysta LifeScience U.K. USD-2 Limited

United Kingdom

10.

Arysta LifeScience U.K. Limited

United Kingdom

11.

Arysta LifeScience U.K. CAD Limited

United Kingdom

12.

Arysta LifeScience European Investments Limited

United Kingdom

13.

Arysta LifeScience U.K. USD Limited

United Kingdom

14.

Arysta LifeScience U.K. EUR Limited

United Kingdom

15.

Arysta Lifescience U.K. Holdings Limited

United Kingdom

16.

Arysta Lifescience Paraguay (FKA Arvesta Paraguay S.A.)

Paraguay

17.

Arysta LifeScience Costa Rica SA.

Costa Rica

18.

Nurture Financial Solutions Limited

India

19.

UBDS COMERCIO DE PRODUTOS AGROPECUARIOS S.A

Brazil

MATERIAL SUBSIDIARY

As on March 31, 2023, the Company has the following 5 unlisted material subsidiaries as per the parameters laid down under SEBI LODR Regulations. These material

subsidiary companies are: UPL Corporation Limited, Mauritius, UPL Do Brasil - Industria e Comercio de Insumos Agropecuarios S.A., UPL Agrosolutions Canada Inc., UPL NA Inc and UPL Mauritius Limited. None of these subsidiaries have sold, disposed off or leased more than 20% of its assets during the current year. The Company''s policy on material subsidiaries can be accessed at https://www.upl-ltd.com/investors/corporate-governance/policies.

RELATED PARTY TRANSACTIONS

All related party transactions ("RPT") entered into during the year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. Audit Committee reviews all related party transactions in detail as required under applicable law and regulations on a quarterly basis. The Audit Committee of UPL Limited consists of only Independent Directors. It reviews the related party transactions from the point of view of the business need, arm''s length pricing and major commercial terms. UPL has put in place a stringent process to approve related party transactions. The Company engages a Big Four accounting firm (or other reputed agency) to review the intercompany transfer pricing arrangement with respect to all international related party transactions, from the standpoint of transfer pricing regulations under the Tax laws for determining arm''s length pricing. Similar exercise is also carried out for domestic related party transactions.

The policy on RPTs as approved by the Board is available on the website of the Company at https://www.upl-ltd.com/ investors/corporate-governance/policies

SEBI has amended the provisions relating to RPTs pursuant to which approval of the Members of the Company is required for entering into material RPTs effective from April 1,2022. Accordingly, the Company at the Extraordinary General Meeting held on March 24, 2023 obtained approval of the Members for continuing / undertaking RPTs which may exceed the materiality threshold of I 1000 crore and which are in the ordinary course of business and on arms'' length basis.

Detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half year basis are also submitted to the stock exchanges.

INSURANCE

All the properties and operations of the Company, to its best judgement have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material order passed by the

Regulators or Courts which impacts the Company''s ability

to continue as a going concern.

AUDITORS

a) Statutory Auditor

At the 38th Annual General Meeting ("AGM") of the Company held on August 12, 2022, the Members of the Company had re-appointed B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditor of the Company pursuant to section 139 of the Companies Act, 2013 for the second term of 5 (five) years from the Company''s financial year 2022-23 till the conclusion of the 43rd AGM of the Company.

The Auditor''s Report on standalone and consolidated financial statements for the year ended March 31, 2023 forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.

b) Cost Auditor

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereto, the cost records maintained by the Company are required to be audited. The Company has maintained cost records as per the requirements of the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee, has appointed M/s. RA & Co., Cost Accountants to audit the cost records of the Company for the financial year 2023-24 at a remuneration of ?11,75,000/- (Rupees Eleven Lakhs and Seventy-Five Thousand only). The Company has received a certificate of eligibility from the cost auditor for their appointment. As per the provisions of the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for approval / ratification. Accordingly, a resolution seeking Member''s approval for the remuneration payable to M/s. RA & Co., Cost Auditor is included in the Notice convening the AGM.

The Cost Audit Report for the financial year 2021-22 was filed with the Ministry of Corporate Affairs on August 10, 2022. The report was unmodified and did not contain any qualification, reservation or adverse remark. The Cost Audit Report for the financial year 2022-23 will be filed before the due date.

c) Secretarial Auditor

Pursuant to section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board

had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to conduct secretarial audit for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report as Annexure 3. The report of the Secretarial Auditor for the financial year 2022-23 is unmodified and does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. N. L. Bhatia & Associates to conduct the secretarial audit for the financial year 2023-24. They have confirmed their eligibility for the appointment.

During the year, there are no instances of any fraud reported by any of the aforesaid auditors to the Audit Committee or the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152 of the Companies Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Jai Shroff (DIN: 00191050), NonExecutive Director of the Company, retires by rotation at the forthcoming AGM of the Company and being eligible has offered himself for re-appointment. An ordinary resolution in this regard has been proposed for approval of the members. The information of Mr. Jai Shroff seeking re-appointment, as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, is provided in the Notice convening the 39th AGM of the Company.

Mr. Rajnikant Shroff (DIN: 00180810) stepped down from his dual responsibility as Chairman and Managing Director of the Company w.e.f. December 1,2022. The Board of Directors of UPL Limited, in view of dedication of Mr. Rajnikant Shroff in building UPL as the fifth largest crop protection global company and his work towards ensuring food security for India and other countries, designated him as the "Chairman Emeritus" of the Board. Mr. Rajnikant Shroff continues to devote his full time for social causes and focus on advocacy for improving Indian agrochemical industry.

Mr. Arun Ashar (DIN:00192088), stepped down as Wholetime Director of the Company w.e.f. December 1, 2022.

The Board of Directors places on record its appreciation for the services rendered by Mr. Rajnikant Shroff and Mr. Arun Ashar and their unwavering commitment to UPL.

The Board of Directors designated Mr. Jai Shroff as NonExecutive Chairman of the Board w.e.f. December 1, 2022.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Raj Tiwari (DIN: 09772257) as an Additional Director as well as Whole-Time Director and Mr. Carlos Pellicer (DIN:09775747) as an Additional Director (NonExecutive and Non-Independent) on the Board w.e.f. November 1, 2022. The appointment of Mr. Raj Tiwari and

Mr. Carlos Pellicer were approved by the Members of the Company at the Extraordinary General Meeting held on November 25, 2022.

Further in line with the best-in-class global corporate governance principles, two of the long serving independent directors, Mr. Pradeep Goyal (DIN: 00008370) and Dr. Reena Ramachandran (DIN: 00212371), who contributed significantly in the functioning of the Board chose to voluntarily step-down w.e.f December 1, 2022 before the statutorily permitted second term of 5 years which would end in March 2024. The Board of Directors places on record its appreciation for the services rendered by Mr. Pradeep Goyal and Dr. Reena Ramachandran and their role in raising the bar of corporate governance in UPL.

The Board of Directors of the Company, on recommendation of the Nomination and Remuneration Committee, appointed Mr. Suresh Kumar (DIN: 00512630) as an Additional Director (Non-Executive and Independent) w.e.f. October 20, 2022. The appointment was approved by the Members of the Company at the Extraordinary General Meeting held on November 25, 2022 for a period of 5 years.

All the independent directors of the Company as on March 31, 2023 have given requisite declarations stating that they meet the criteria of independence laid down under section 149(6) of the Act, Regulation 16(b) of SEBI Listing Regulations and have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Following are the Key Managerial Personnels as per section 2(51) of the Act as on March 31, 2023:

1. Mr. Raj Tiwari - Whole-Time Director

2. Mr. Anand Vora - Chief Financial Officer

3. Mr. Sandeep Deshmukh - Company Secretary and Compliance Officer

EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of Companies Act, 2013 and the SEBI Listing Regulations, the evaluation process for performance of the Board, its various committees, individual directors and the Chairman of the Board and respective Committees was carried out during the year. Each director was provided a questionnaire to be filled up providing feedback on the overall functioning of the Board, its Committees and contribution of individual

- DISCOVER is the first module of Catalyst which focuses on pre-onboarding phase of new joiner. UPL Discover is a microsite designed for new joiner to access the information of UPL at one place.

- ENGAGE is the second module of Catalyst and in this phase, new joiner gets acquainted to our Global Policies, Business, Functions, Employee Portal - myUPL, Ethics & Compliances. New joinee get an in-depth understanding of Our Regional Businesses, Organization Culture and Policies applicable.

- GROW is the third module of our Catalyst journey to keep the new joiner engaged and through our Post-Onboarding Module - GROW - new joiner gets in-depth knowledge about OpenAg - Our Core Purpose, Core Values, Social Responsibility initiatives, various Lines of Business and Crop Value Chain. Not only that, Grow module also provides access to mandatory learning courses which are assigned to be compliant and be aware of company''s code of conduct.

NextGen - University Relations Program

The University Relations Program in UPL is called, ''NextGen

- Fostering Talent for The Future''. The focus of this program is on hiring, nurturing young talent and assimilating them into our organizational culture to be future leaders. In the NextGen Program, we intend to hire Management Trainees (MBA graduates), Engineer Trainees (Engineering graduates), Research Trainees (Chemistry graduates) and Interns (pursuing MBA, Engineering and Professional Courses in Finance, Law etc).

The program acts as the foundation of inculcating UPL''s core values, culture, perspective, and diversity in fresh talent with a vision to create talent pipeline. The major objective of university recruitment is to help tap a wider talent pool by hiring through multiple premium colleges and making it easier to train people with similar backgrounds in a standardized way. The NextGen program develop and maintain UPL''s employer brand in front of the young talent and create a long-lasting impression on a wide audience.

With the NextGen program we expose the new hires to strategic and challenging projects that have direct impact on the business. The program also nurtures them with a well-structured 1-year training journey where they are subjected to soft skills training via OpenIntel, Business training via plant and field visits and experiential learning via Learn from Expert Sessions with senior leadership.

The Trainees are given real time projects in diverse business functions like Global CPHQ, Sales & Marketing, Supply Chain & Manufacturing, D&A, Information Security, Intellectual Property, Human Resources etc.

directors. The questionnaire covered various parameters such as structure of the Board/Committees, board meeting practices, overall board effectiveness, attendance/ participation of directors in the meetings, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management. All the Directors were satisfied with the effectiveness of evaluation carried out during the year.

The Independent Directors during the year completed evaluation of Non-independent/Non-promoter Directors and the entire Board including the Chairman. The Independent Directors expressed satisfaction on overall functioning of the Board, various committees as well as all the directors of the Company. They appreciated the knowledge and expertise of the Chairman and Group CEO and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

The Board also discussed the report of performance evaluation and its outcome.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board has seven committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, Sustainability Committee and Finance and Operations Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

The Board met eleven times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its Committees, its composition, terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of directors, senior management, key managerial personnel (KMP) including their remuneration. The Board recognises that various Committees of the Board have a very important role to play in ensuring the highest standards of corporate governance. The Chairman of the Board and other Directors form the broad policies and ensure their implementation in the best interests of the Company.

The criteria for selection of directors, senior management and KMP inter-alia include qualifications, experience, expertise, integrity, independence of the directors and board diversity.

The remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the independent directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options.

The remuneration to Whole Time Director/Executive Directors is broadly divided into fixed and variable components. The fixed components comprise of monthly salary, allowances, perquisites, and other retirement benefits. The variable component comprise of performance based annual commission. The remuneration payable to them is subject to approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

In respect of senior management, the remuneration is based on their performance, Company''s performance, individual targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

The Nomination and Remuneration Policy and Executive Compensation Policy are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company''s vision, core values, ethics and corporate governance practices.

At the time of appointment of Independent Director, a formal letter of appointment is given to them, which explains their role, responsibility and rights in the Company. Subsequently they are apprised of the Company''s policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to apprise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company.

Details of familiarisation programme of Independent Directors are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies.

HUMAN RESOURCES

The Company continuously strives to be the best globally in all the domains of its operations and believes that its employees are the core foundation of this vision. The HR strategy is committed to creating an engaging workforce and an inspirational leadership that continuously powers this vision.

Key initiatives undertaken for Employees Employee Wellness

Multiple initiatives were undertaken for employee wellness in FY22-23 which was in line with UPL values of Always Human, Agile and Nothing is Impossible. Some of the initiatives are as under:

- Expansion of services with external partners on employee wellbeing including online medical consultation.

- UPL has conducted Power of Inclusion workshop in this year. 65 batches were completed covering 844 managers and leaders altogether across all regions. Going ahead, we will be supplementing this program with a detailed learning initiative to all employees to ensure continuous DEI progress is maintained through a 90 minutes reflective workshop video on OpenIntel.

- Conducted webinar on the occasion of Pink October to create awareness on Breast Cancer for all employees.

- On the occasion of International Women''s Day, UPL conducted a session on menstrual health, explaining the myths & facts about menstruation.

- As part of International Women''s Day, conducted a workshop at UPL for all women at Mumbai for Image Consulting and Personal Branding.

Successful Launch of Catalyst - Global Digital Onboarding Program

Catalyst is a global digital onboarding program of UPL which aims to ensure that employees feel connected to the organisation. Catalyst delivers engaging and uniform employee experience across geographies & business, enabling smooth and quick transition into their new roles for the new joiners. It provides new hires with a comprehensive onboarding experience that reinforces their decision to work with UPL and supports them in performing their job at a high level.

Catalyst program has 3 unique phases which are designed to make new joiners assimilation journey informative and fun.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 2.

Particulars of employee remuneration as required under section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 4 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government of India and Government of various countries where the Company has operations, Government authorities, customers, vendors and members during the year under review.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws


CORPORATE GOVERNANCE, MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT & BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of Para C of Schedule V of SEBI Listing Regulations. A certificate from B S R & Co. LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is part of this Annual Report.

The Management Discussions and Analysis Report and Business Responsibility and Sustainability Report forms part of the Annual Report as required under the SEBI Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to the meetings of the Board and General Meetings.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements are prepared for the year 2022-23 in compliance with the provisions of the Companies Act, applicable accounting standards and as prescribed under the SEBI Listing Regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditor''s Report thereon form part of the Company''s Annual Report.

ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2023 has been placed on the website of the Company and the web link of such Annual Return is https://www.upl-ltd.com/investors/ financial-results-and-reports/annual-reports

OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

3. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

4. There was no instance of one-time settlement with any Bank or Financial Institution.

and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

On behalf of the Board of Directors

Jai Shroff

Mumbai Chairman

May 08, 2023 (DIN:00191050)


Mar 31, 2022

Your Directors have the pleasure of presenting a report on the business performance and the audited consolidated and standalone financial statements of your Company ("the Company" or "UPL") for the financial year ended March 31, 2022.

FINANCIAL RESULTS

'' in crores

Particulars

Consolidated

Standalone

2020-21

2020-21

Total Income

46,521

38,952

17,080

11,458

EBITDA

10,165

8,559

2,688

1,733

Depreciation/amortisation

2,359

2,173

1,044

977

Finance Cost

2,295

2,060

377

307

Exceptional items

324

238

6

15

Profit / (Loss) from Associates

134

42

-

-

Profit before tax

4,966

4,181

1,261

434

Provision for taxation:

Current tax

1,096

831

220

195

Deferred tax

(567)

(145)

(135)

19

Profit after tax

4,437

3,495

1,176

220

Minority interest

811

624

-

-

Net profit for the year

3,626

2,871

1,176

220


OPERATIONAL PERFORMANCE

UPL is focused on facilitating progress for the entire agricultural value chain. We are building a network that redefines the way an entire industry thinks and works -open to fresh ideas, innovative ways and new answers as we strive towards our mission to make every single food product more sustainable.

FY 2022 was a year of challenging macro-environment, input cost inflationary pressures and supply chain disruptions. Inspite of difficult conditions, we registered strong performance during the year. UPL''s consolidated revenue from operations increased by ~19% to ''46,240 crores from ''38,694 crores in FY 2021. EBITDA increased by 19% to ''10,165 crores from ''8,559 crores in FY 2021. The net profit also witnessed a growth of 26% to ''3,626 crores from ''2,871 crores in FY 2021. For more details of the financial performance please refer to the Management Discussion and Analysis Report.

We have launched nurture.farm, a platform to provide technology-led solutions to farmers with over 1.4 billion farmers on board in India. The program provides crop solutions and advisory services, farm mechanisation services, social support services, insurance and medical support and also educates farmers on sustainable agricultural practices that are normally inaccessible to small holder farmers.

We have been able to significantly outperform the guidance given at the start of the year, with nearly every region seeing double-digit growth while we continue to prudently invest towards ensuring reliable growth going forward. The region-wise performance for FY2022 was as under:

Latin America

Owing to solid pricing, new product launches and strength of our herbicide portfolio, the Latin American region grew by 21% year on year. The growth was majorly driven by Brazil, primarily in herbicides and insecticides.

North America

Herbicides led by glufosinate products and a strong growth in insecticides helped in marking a strong year with 37% growth. Better commodity prices, tight supply and favorable channel stock further supported the growth.

Europe

Europe saw an increase of 7% in FY 2022 which was led by fungicides, herbicides and NPP BioSolutions, despite significant losses due to product bans and Russia-Ukraine conflict since February 2022.

India

The Indian region saw a strong growth as we grew year on year by 22%. The revenue increase was driven by herbicides and new product launches including Shenzi®, Triskele®

and Trishuk®. The Company achieved robust growth despite adverse market conditions. The growth was also supported by overall favourable commodity prices for cash crops, pulses and oilseeds.

Rest of the World

Despite the supply chain constraints, the rest of the world region witnessed a growth of ~11%. The growth was majorly driven by fungicides, herbicides and insecticides.

DIVIDEND

The Board has recommended a dividend of 500% i.e. ''10/-per equity share of ''2/- each for the financial year ended March 31, 2022, which if approved at the forthcoming Annual General Meeting ("AGM"), will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited. The total dividend pay-out will amount to approx. ''759 crores (including tax). The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies. History of dividends declared by the Company since FY 2004 (i.e. since demerger) is available on the website of the Company at https://www.upl-ltd.com/investors/ shareholder-center/dividend-history.

FINANCE

a) Deposits

During FY2022, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013.

b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the note nos. 5, 6 and 32 to the standalone financial statement.

c) Changes in Paid-up Share Capital, Buyback and GDR

During the year, no new equity shares were issued and allotted. The paid-up share capital of the Company as at March 31, 2022 was ''1,52,80,90,912/- comprising of 76,40,45,456 equity shares of face value of ''2/- each.

On December 23, 2021, the Company admitted its GDR programme (listed on Singapore Stock Exchange) for trading on the International Order Book (IOB), London Stock Exchange''s electronic trading platform for Global Depositary Receipts.

The Members of the Company at the Extra-ordinary General Meeting held on March 30, 2022 approved buyback of equity shares of the Company at a price

not exceeding ''875/- per equity share for an aggregate amount not exceeding ''1,100 crores by way of ''Open Market'' through the Stock Exchanges. The details of buy back are available on the website of the Company on the following link https://www.upl-ltd.com/ investors/shareholder-center/buy-back.

d) Transfer to Reserves:

The Company does not propose to transfer any amount to the reserves.

LISTING OF COMMERCIAL PAPERS

The Company has issued Commercial Papers amounting to '' 4,150 crores during FY 2021 -22. All the Commercial Papers were listed on National Stock Exchange of India Limited. The Company has not defaulted on any of its dues to the financial lenders.

The borrowings are rated by CRISIL & CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

ENVIRONMENT AND SUSTAINABILITY

At UPL, we create value in a responsible manner, supported by our sustainability strategy. The conservation and responsible use of natural resources is not just one of our sustainability objectives, but also represents an essential business imperative. We consistently strive to align our business activities to global sustainability goals and targets, mitigating environmental risks and enabling positive environmental impact.

Some of the major achievements of this year are summarized below:

1. UPL included in Dow Jones Sustainability Year Book 2022.

2. ESG rating agency from Netherlands "Sustainalytics" rated UPL No. 1 among all agro-chemical companies globally.

3. Scored higher international sustainability rating (DJSI, FTSE & Sustainalytics) in all three dimension (environment, social & governance) from industry average.

4. Implemented Stream Identification & Segregation for better wastewater management & treatment.

5. UPL has taken steps towards achieving Zero Liquid Discharge (ZLD) for its two more manufacturing plants (PL-00 Vapi and PL-01 Ankleshwar) for recycling and reuse of wastewater.

A. International Sustainability Rating

1.1. Dow Jones Sustainability Indices (DJSI):

UPL DJSI rating has improved 214% in last 5-years. UPL scored higher rating in all three dimension from industry average. UPL scored highest in environmental

b) Wastewater segregation for ETP, Forward osmosis, strippers, MEE, Scaleban and RO treatment.

c) Implemented stripper technology to treat high and low TDS IKI wastewater separately for ammonia reduction and hypo elimination at ETP.

d) Through segregation, overall TDS of ETP wastewater streams brought down from ~20000 ppm to <5000 ppm.

e) Scaleban system for recycling of high TDS RO reject into cooling towers.

f) Forward Osmosis for moderately high TDS streams.

g) MEE for very high TDS wastewater streams evaporation and condensate treatment in ETP.

RESEARCH AND DEVELOPMENT

Company''s mission "Change the game - to make every single food product more sustainable" is very much inculcated in the minds of scientists working in the Research and Development Centres of the Company, located across the globe.

Significant investments have been made to enhance the Research and Development capability by creating more laboratory work- space, adding new equipment and instruments and employing additional human resources.

The human resources are highly qualified, intelligent, and committed scientists, who work tirelessly to offer solutions to farmer''s pain points. The scientists develop crop protection products and processes that can be considered as sustainable, cost-effective, environment friendly, safe and most importantly affordable to the end user, the farmer.

It is important to take into consideration environmental effects as well as safety of the products and processes. Care is taken at Research and Development Centres to incorporate aspects of atom economy and principles of green chemistry. The products and the processes are critically evaluated for hazard and safety prior to commercialization.

Innovative combination products, to provide effective pest management solutions, are developed in various Research and Development Centres, and marketed worldwide to support farmers globally. All the products which get commercialized are tested internally and then at GLP certified laboratories for data generation. These tests include testing of chemical properties, toxicity, impurity profile, stability and packaging compatibility, bio-efficacy, residue and so on.

Production of Specialty Chemicals and Industrial Chemicals are Company''s ambitious plan. To meet with the demands, Research and Development Centres design processes which can be effectively used for large scale production and are viable, safe and economical.

dimension out of three dimensions i.e. Economic, Environmental & Social.

1.2. FTSE Russell ESG Rating:

UPL''s FTSE score in 2020-21 was 3.6 out of 5 which is 112% improvement in last 5-years. UPL was awarded and listed in FTSE 4 Good Index for strong environmental, social and governance practices which were measured against globally recognised standards. UPL scored higher rating in all three dimension from industry average while scoring highest in governance dimension out of three dimensions i.e. Governance, Environmental & Social.

B. Future Sustainability Initiatives

At UPL, Sustainability is driven by smarter innovation and profitable growth. We believe that a business can be profitable by adopting sustainable practices ensuring harmony with the society and environment. Our major future sustainability initiatives by 2025 are summarized below:

NEW TECHNOLOGY ADOPTION:

In line with our mission of ''going beyond environmental compliances'' UPL has taken steps towards achieving Zero Liquid Discharge (ZLD) for its two more manufacturing plants (PL-00 Vapi and PL-01 Ankleshwar) for recycling and reuse of wastewater. The Green Cell department has added value to achieve this objective by effective wastewater streams segregation and characterization for their proper treatment and selection of right technologies to minimize the environmental footprint in a techno-economical way.

1.1. Water management at PL-00 Vapi

For recycling and reuse of approximately 750 KLD wastewater at PL-00, following strategies were adopted:

a) Identification, sampling, and Characterization of all wastewater streams.

b) Wastewater segregation for ETP, MEE, Scaleban and RO treatment.

c) Through segregation, overall TDS of ETP wastewater streams brought down from ~15000 ppm to <5000 ppm.

d) Scaleban system for recycling of high TDS RO reject into cooling towers.

e) MEE for very high TDS wastewater streams evaporation and condensate treatment in ETP after establishing its biological treatability potential.

1.2. Water management at PL-01, Ankleshwar

For recycling and reuse of approximately 550 KLD wastewater at PL-01, following strategies were adopted:

a) Identification, sampling, and Characterization of all wastewater streams.

Intellectual Property is created for innovative products, combinations, and processes by applying for patents in many countries. Safeguarding of IP is crucial and vigilant inhouse IP team takes care of this. At the same time Company respects others'' IP and makes sure that there is no violation, while commercialization of products and processes.

CORPORATE SOCIAL RESPONSIBILITY

At UPL, our fundamental belief is simple - "nothing is impossible". The two core UPL values "Always Human" and "Open Hearts" are guiding force of our CSR initiatives. Hence our interventions are not restricted to the development of our neighbouring communities only, as we work on initiatives that cater to the wider national interest.

At UPL, we believe in a holistic and sustainable growth of society. Our commitment and interventions cater to all the segment of the society and have been classified in 4 focus areas: (a) Institution of excellence; (b) Sustainable Livelihood; (c) Nature Conservation; and (d) Local and National Need.

Our CSR values are shared across the globe and development initiatives are being undertaken in 30 countries like Argentina, Brazil, Belgium, Colombia, Cote d''Ivoire, India, Kenya, Mexico & UK and implementing & supporting more than 80 development interventions benefiting more than 70 communities across continents. We have impacted around 0.5 million lives globally through our CSR initiatives. Few initiatives undertaken in FY 2021-22 are:

• One Billion Hearts Initiative at Cote d''Ivoire with The Heart Fund to provide universal access to cardiovascular health for 1 billion people by 2030.

• Promote and raise awareness about sustainable development in agriculture and education in society through football with FIFA Foundation.

• Partnership with Oxford India Centre for Sustainable Development (OICSD) at Somerville College, University of Oxford, UK to advance education on sustainability with a greater focus on small-holder farmers in the developing world.

• Establish Centre of Excellence (CoE) on process safety management.

• Backward and forward linkages for farmers through formation, nurturing and strengthening of Farmers Producer Company.

• Toilet and Sanitation Project in India by construction of toilets to improve school sanitation and drive household hygienic behavior through school children: Constructed 57 sanitation blocks, mostly in community schools. The said facility is being used by more than 14,500 students and 3,000 commuters a day.

• United Against Child Labour project in India - A proactive initiative to eliminate all forms of child labour in seed supplier farms and to ensure education for all children. In last two years, the project reached 6 states which sensitized more than seed 3,500 growers.

• Global Parli & Vandri Cluster in India to transform rural village through revival and empowerment.

• Supporting "Project Ekal Vidyalaya" in Maharastra & Madhya Pradesh which aims at creating one teacher schools in the remotest parts of the country. More than 15000 students benefited so far.

• UPL is working on installing "Solar Light" in various locations of India as a community development initiative. We have installed 120 Solar Lights in Barmer, Rajasthan and 95 solar lights in Singhbara, Morena, Madhya Pradesh.

COVID-19 Relief work

The 2nd wave (Delta Variant) of COVID-19 impacted India

like a storm. UPL responded to the current need of saving

human lives using its strength in innovation and CSR driven

contributions, details of which are as under:

• UPL in India pioneered the conversion of nitrogen plants to oxygen plants through our team of engineers & scientists within 72 hours of the second wave on April 23, 2021.

• 100 industry players, government & private institutions were trained through knowledge sharing forums / webinars on Nitrogen PSA plant to oxygen plant conversion in the 3rd & 4th week of April 2021.

• Helped 5 hospitals in India to achieve self-sufficiency in oxygen through this innovation.

• Procurement of new oxygen plants: Delivered 4 new oxygen plants (Cap 960 LPM) which is catering to 400 beds each in Indore, Gwalior and Varanasi and these 4 new plants are catering to 1600 beds across 4 different hospitals. Airlifted ZMS (Zeolite Molecular Sieve) from Germany to carry out more Nitrogen to Oxygen conversions in the 4th week of April 2021.

• 500 oxygen cylinders refilled across hospitals in Gujarat at a very short notice in the 3rd week of April 2021.

• Set up Covid-19 centres at Jhagadia, Netrang, Ankleshwar and Mandva catering to 300 beds, including Oxygen Supply in the 3rd week of April 2021.

• 30 Ventilators and 90 Oxyflow Meters arranged and provided at 3 hospitals in Ankleshwar, Bharuch and Vadodara when there is scarcity for the same.

• 1200 Jumbo Oxygen Cylinders provided at covid isolation center in Bharuch.

• 500 Pulse Oxymeters provided to ASHA workers in Gorakhpur.

• 37 Oxygen Concentrators provided to 3 Hospitals in Gwalior, Barmer and Bangalore.

• 10000 Covid-19 Medicine Kits provided at Muzaffarnagar, UP by end of June 2021.

For detailed report on Corporate Social Responsibility, please refer to the section ''Social Initiatives'' in the annual report and Annexure 1 to this Board''s Report.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has always strived to conduct its business fairly, ethically and with integrity. In line with this belief, the Company has in place a robust whistle-blower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Chairman of the Audit Committee oversees the whistle-blower policy. This policy aims to encourage employees and directors who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistleblowing in good faith. This Policy is in addition to the Company''s Global Code of Conduct, which empowers its stakeholders to make protected disclosures through the reporting channels consisting of designated e-mail address, hotline, and customised web-portal, details of which are prescribed under the Policy and the Code. On a regular basis, the Company undertakes all efforts to create awareness among the employees about the Policy including the new joinees during the year.

The policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/ corporate-governance/policies.

PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE

The Company is committed in creating and maintaining a secure and safe work environment that enables its employees, agents, vendors and partners to work free from unwelcome, offensive and discriminatory sexual behavior and without fear of prejudice, gender bias and sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented a gender-neutral policy - Prevention and Redress of Sexual Harassment Policy ("Policy").

The Policy applies to all those employed and associated with UPL and its subsidiaries irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees. The Policy also covers all contract workers, consultants, retainers, probationers, trainees, and apprentices or called by any other such name engaged by us whether the terms of their employment are expressed or implied.

A knowledgeable and experienced Internal Complaints Committee comprising mainly of women and an unbiased third party is currently functional to attend and redress complaints that arise under this Policy. Further, there are sub committees at unit locations to ensure strict adherence to this policy and keep the workplace free from biases and prejudices. The Internal Complaints Committee has not received any formal complaint during FY2021-22.

All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Company''s website. During FY2021-22, a refresher POSH workshop was conducted for 31 Committee members online for 2 days by Company''s external partners and 2082 employees, who acknowledged to comply with the POSH policy. During the year, UPL also tied up with an external partner to launch an extensive e-training on POSH, Code of Conduct and Anti Bribery across all markets, in 7 global language and mandated for all the employees as well as new joinees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls. The Company has adopted policies and procedures covering all major financial and operating functions. These controls have been designed to provide reasonable assurance over:

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Effectiveness and efficiency of operations

• Prevention and detection of frauds and errors

• Safeguarding of assets from unauthorized use or losses

The Company has an in-house Internal Audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. In addition, the Company has also appointed reputed external audit firms for carrying out the internal audit reviews. Improvements in processes are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings.

Internal Audit function plays a key role in providing to both the management and to the Audit Committee, an objective view and re-assurance of the overall internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the Company including its subsidiaries.

Compliance with laws and regulations is monitored through a well-implemented Compliance tool that requires individual functions to confirm and report statutory compliances with all laws and regulations concerning their respective functions.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria. Essential components of internal controls are followed as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Company has developed and implemented a Risk & Control Framework to ensure internal controls over financial reporting. This framework includes testing and monitoring over entity level controls, process level controls and IT general controls. The entity level controls include testing and monitoring of compliance to business policies. The process level controls include a risk control matrix for monitoring key business processes. The IT general controls include monitoring of the overall IT environment, computer operations and access to programs and data.

On a periodic basis testing of entity level controls, process level controls and IT general controls is carried out and status of testing of controls is presented to the Audit Committee. During the year, controls were tested and no reportable material weaknesses in design and effectiveness were observed.

RISK MANAGEMENT FRAMEWORK

In today''s VUCA world, achieving our business goals makes it imperative for us to stay focused on how we manage our key enterprise-wide risks in an efficient and effective manner.

To achieve above stated objective, UPL has developed and implemented Enterprise Risk Management (ERM) framework, benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission (''COSO'').

Enterprise Risk Management (ERM) framework facilitates structured approach to identify enterprise-wide risks that may impact the organization''s strategic business objectives. While achievement of strategic objectives is the key driver, our values, culture, obligation and commitment to employees, customers, investors, regulatory bodies, partners and the community around us are the foundation on which our ERM framework is developed. Systematic and proactive identification of risks and mitigation thereof enable effective and quick decision-making and boosts the performance of the organization.

Over the years, the risk management practices implemented by UPL have evolved significantly. UPL has adopted a risk management policy to ensure common, organisation wide understanding of ERM by defining key ERM principles to be adhered across UPL. UPL has adopted a consistent Framework and standard process across business functions to ensure a co-ordinated and integrated approach for managing risks and opportunities across the organization. It has also adopted an ERM Standard which intends to reinforce the commitment of UPL to effectively manage the existing and evolving risks and harness the underlying opportunities while safeguarding the business value to achieve its strategic objectives.

U PL ERM Framework defines the roles and responsibilities of key stakeholders across the organization to strengthen risk governance. The Company has also appointed a dedicated Enterprise Risk Management (ERM) team and is formally identifying Risk Champions across functions to ensure effective and consistent deployment of ERM framework across the Company. The Company has developed and implemented the combination of top-down, bottom-up and outside-in approach to identify and mitigate macro strategic and external risks emanating from business strategies. It provides guidance to the business for identifying, assessing, prioritizing, responding, monitoring and reporting any risk or potential threat to these objectives in a consistent manner. The risk management framework encourages businesses to identify relevant risks and opportunities in line with the short-term and long-term strategic business plans. The overall ERM program developed by UPL rests on the foundation of continuous training and development of employees on risk management to enhance the awareness of ERM framework and strengthen risk-informed decisionmaking culture.

Pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 ("SEBI Listing Regulations"), a Risk Management Committee, consisting of Mr. Rajnikant Shroff, Chairman and Managing Director, Mr. Arun Ashar - Director - Finance, Dr. Vasant Gandhi, Independent Director, Mr. Anand Vora, Global Chief Financial Officer and Mr. Raj Tiwari, Chief Supply Chain Officer has been formulated and institutionalised. The Risk Management Committee conducts integrated risks and performance reviews along with the Senior Executives engaged in different functions. The Committee reviews identified risks, the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks. The Committee also facilitates provision of adequate resources for business to effectively mitigate critical risks and ensure business value is protected and enhanced at all times. The Committee also maintains a continuous oversight to ensure the risk management framework is effectively integrated with the core functions such as Strategic Business Planning, Capital Allocation and assurance providing functions such as Internal Audit, Internal Controls, Compliance Management etc. to enhance

their products in different countries in the world. These registrations are granted by the local government body of each country to a local entity established in that country.

As on March 31, 2022, there were 226 subsidiaries / associates / joint ventures across the globe. Most of these subsidiaries and associate companies are marketing arms and their main activity is confined to marketing by servicing their local market with greater efficiency and ensuring timely availability of different products of the Company. Some other entities are holding companies which hold investments in other group entities.

The details of essential parameters of each subsidiary / associate company / joint venture such as share capital, assets, liabilities, turnover, profits before and after tax are given separately under the Statement of AOC-1 Form forming part of the Annual Report. Subsidiary Financials are available on Company''s website at https://www.upl-ltd. com/investors/shareholder-center/subsidiary-financials.

the business resiliency and provide portfolio view of the risks.

Risk Management Highlights of the Year

During the year, our focus was on extending adoption of the new integrated ERM framework, ERM Policy and ERM Standard across the organization and strengthening the risk management program.

For more details on the risks and their mitigation plans, please refer to Management Discussion and Analysis report in this annual report. The Risk Management Policy of the Company is available on the website at https://www.upl-ltd. com/investors/corporate-governance/policies.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company has several subsidiary companies and associates spread across the globe. Crop protection product companies need local registrations to enable them to sell

MATERIAL SUBSIDIARY

As on March 31, 2022, the Company has 6 unlisted material subsidiaries as per the parameters laid down under SEBI Listing Regulations. These material subsidiary companies are: UPL Corporation Limited, Mauritius, UPL Do Brasil -Industria e Comercio de Insumos Agropecuarios S.A., UPL Agricultural Solutions Holdings BV, UPL Holdings BV, UPL Agrosolutions Canada Inc. and UPL NA Inc. None of these subsidiaries have sold, disposed off or leased more than 20% of its assets during the current year. The Company''s policy on material subsidiaries can be accessed at https:// www.upl-ltd.com/investors/corporate-governance/ policies.

RELATED PARTY TRANSACTIONS

All related party transactions ("RPT") entered into during the year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

The policy on RPTs was amended on January 31, 2022 by the Board of Directors to incorporate the changes introduced by SEBI in the SEBI Listing Regulations. The policy as approved by the Board is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

During the financial year 2021-22, SEBI amended the provisions relating to RPTs pursuant to which approval of the Members of the Company is required for entering

into material RPTs effective April 1, 2022. The Company at the Extraordinary General Meeting held on March 30, 2022 obtained approval of the Members for continuing / undertaking RPTs which may exceed the materiality threshold of ''1,000 crores and which are in the ordinary course of business and on arms'' length basis.

Detailed disclosure on related party transactions as per Ind AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half year basis are also submitted to the stock exchanges.

INSURANCE

All the properties and operations of the Company, to its best judgement have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material order passed by the Regulators or Courts which impacts the Company''s ability to continue as a going concern.

AUDITORS

a) Statutory Auditor

At the 33rd Annual General Meeting of the Company held on July 8, 2017, the Members of the Company appointed B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditor of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 (five) years from the Company''s financial year 2017-18. They will hold office till the conclusion of the ensuing 38th Annual General Meeting ("AGM") of the Company.

Pursuant to the provisions of Section 139 of the Act, the Board of Directors of the Company, based on the

recommendation of Audit Committee, recommends reappointment of B S R & Co. LLP, Chartered Accountants, Mumbai for a further period of five (5) years i.e. upto the conclusion of 43rd AGM. The statutory auditor has confirmed that they are not disqualified from being re-appointed as auditor of the Company. The Company has also received a letter from them confirming their eligibility to be re-appointed as the statutory auditor of the Company.

There are no instances of any fraud reported by the statutory auditor to the Audit Committee or the Board pursuant to Section 143(12) of the Act. The Auditor''s Report on standalone and consolidated financial statements for the year ended March 31, 2022 forms part of the Annual Report and contains an unmodified opinion without any qualification, reservation or adverse remark.

b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereto, the cost records maintained by the Company are required to be audited. The Company has maintained cost records as per the requirements of the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee, has appointed M/s. RA & Co., Cost Accountants to audit the cost records of the Company for the financial year 2022-23 at a remuneration of ?10,75,000/- (Rupees Ten Lakhs and Seventy-Five Thousand only). The Company has received a certificate of eligibility from the cost auditor for the appointment. As per the provisions of the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for approval / ratification. Accordingly, a resolution seeking Member''s approval for the remuneration payable to M/s. RA & Co., Cost Auditor is included in the Notice convening the AGM.

The Cost Audit Report for the financial year 2020-21 was filed with the Ministry of Corporate Affairs on August 12, 2021. The Cost Audit Report for the financial year 2021-22 will be filed before the due date.

c) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to conduct secretarial audit for the financial year 2021-22. The Report of the Secretarial Auditor is annexed to this report as Annexure 3. The report of the Secretarial Auditor for the financial year 2021-22 is unmodified

and does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. N. L. Bhatia & Associates to conduct the secretarial audit for the financial year 2022-23. They have confirmed their eligibility for the appointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Vikram Shroff (DIN: 00191472) Director of the Company, retires by rotation at the forthcoming AGM of the Company and being eligible has offered himself for re-appointment. An ordinary resolution in this regard has been proposed for approval of the members. The information of Mr. Vikram Shroff seeking re-appointment, as required pursuant to Regulation 36(3) of SEBI Listing Regulations and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, is provided in the notice convening the 38th AGM of the Company.

During the year, the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Naina Lal Kidwai (DIN: 00017806) as an Additional Director (Non-Executive and Independent) effective October 1, 2021 for a period of 5 years. The appointment was approved by the Members of the Company at the Extraordinary General Meeting held on March 30, 2022.

All the independent directors of the Company as on March 31, 2022 have given requisite declarations stating that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(b) of SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).

As on March 31, 2022, the Company had the following Key Managerial Personnel as per Section 2(51) of the Act:

1. Mr. Rajnikant Shroff - Chairman and Managing Director

2. Mr. Arun Ashar - Whole-time Director

3. Mr. Anand Vora - Global Chief Financial Officer

4. Mr. Sandeep Deshmukh - Company Secretary and Compliance Officer

EVALUATION OF BOARD''S PERFORMANCE

Pursuant to the provisions of Companies Act, 2013 and the SEBI Listing Regulations, the evaluation process for performance of the Board, its various committees, individual directors and the Chairman of the Board and respective Committees was carried out during the year. Each director was provided a questionnaire to be filled up providing feedback on the overall functioning of the Board, its Committees and contribution of individual directors. The questionnaire covered various parameters such as structure of the Board/Committees, board meeting practices, overall board effectiveness, attendance/ participation of directors in the meetings, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management.

The Independent Directors during the year, completed evaluation of Non-independent/Non-promoter Directors and the entire Board including the Chairman. The Independent Directors expressed satisfaction on overall functioning of the Board, various committees as well as all the directors of the Company. They appreciated the knowledge and expertise of the Chairman and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

The Board also discussed the report of performance evaluation and its outcome.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

The Board has seven committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, Sustainability Committee and the Finance and Operations Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

The Board met seven times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its Committees, its composition, terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of directors, senior management, key managerial personnel (KMP) including their remuneration. The Board recognises that various Committees of the Board have a very important role to play in ensuring the highest standards of corporate governance. The Chairman of the Board and other Directors form the

broad policies and ensure their implementation in the best interests of the Company.

The criteria for selection of directors, senior management and KMP inter-alia include qualifications, experience, expertise, integrity, independence of the directors and board diversity.

The remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the independent directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options.

The remuneration to the Managing Director and other Executive Director is broadly divided into fixed and variable components. The fixed components comprises of monthly salary, allowances, perquisites, and other retirement benefits. The variable component comprise of performance based annual commission. The remuneration payable to them is subject to approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

In respect of senior management, the remuneration is based on their performance, Company''s performance, individual targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

The Nomination and Remuneration Policy and Executive Compensation Policy are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company''s vision, core values, ethics and corporate governance practices.

At the time of appointment of independent director, a formal letter of appointment is given to them, which explains their role, responsibility and rights in the Company. Subsequently they are apprised of the Company''s policies

on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to apprise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company.

Details of familiarisation programme of Independent Directors are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies.

HUMAN RESOURCES

The Company continuously strives to be the best globally in all the domains of its operations and believes that its employees are the core foundation of this vision. The HR strategy is committed to creating an engaging workforce and an inspirational leadership that continuously powers this vision.

As on March 31, 2022, the Company, including group companies and subsidiaries, had 6,931 employees in India and 13,054 employees globally.

Key initiatives undertaken for Employees Continuous Performance

The implementation of myUPL (HRIS) platform helped in focusing on goals and targeting achievements. Mid and Annual appraisals further strengthened our performance-based culture. The system helped in calibrations, budget planning and communicating online, providing seamless experience across all geographies.

Learning (Open Intel)

Learning has always been a focus for our organization to improve performance of employees including new product trainings, leadership, self-improvement and behavioral courses with launch of UPL "Open Intel" learning platform. The courses and trainings have seen a tremendous response. UPL was able to launch POSH, Code of Conduct and Anti Bribery trainings across all geographies and is made mandatory for all new joiners. The courses available includes soft skills and product related curriculum helping employees in their jobs.

Employee Wellness

Multiple initiatives were undertaken for employee wellness in FY21-22 which was in line with UPL values of Always Human, Agile and Nothing is Impossible. Some of the initiatives are as under:

• Expansion of Employee Assistance Program (EAP) platform to Gender focused program

• Self Defense Program for Women

• Financial Wellness Workshop

• Mindfulness Workshop on Stress Management and Mental Health

• Yoga Workshop

• Expansion of Services with health agencies to provide 24/7 health care to employees and their families and continued medical support to home quarantined employees.

• Tie-up with external partners on employee wellbeing including online medical consultation

• Continued providing medical support by processing the reimbursements of home quarantine claims

• Held vaccination drives and vaccination reimbursement (2nd dose), as per need and prevailing local laws and guidelines

Open Mind

People are the bedrock of our business strategy. To hear their views on organization and culture, UPL launched "Open Mind - Your Voice Matters", an Annual Culture Survey 2021. The survey saw a participation of 83% globally.

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

Particulars of employee remuneration as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of Section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 4 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance, MD&A and BRR

Your Company has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI Listing Regulations. A certificate from B S R & Co. LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is part of this Annual Report.

The Management Discussions and Analysis Report and Business Responsibility Report forms part of the Annual Report as required under the SEBI Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to the meetings of the Board and General Meetings.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements are prepared for the year 2021-22 in compliance with the provisions of the Companies Act, applicable accounting standards and as prescribed under the SEBI Listing Regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditor''s Report thereon form part of the Company''s Annual Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2022 has been placed on the website of the Company and the web link of such Annual Return is https://www.upl-ltd.com/investors/ financial-results-and-reports/annual-reports.

EVENTS AFTER BALANCE SHEET DATE

The shareholders of the Company at the Extraordinary General Meeting held on March 30, 2022 approved the Buyback of fully paid-up equity shares of face value of ? 2/-each from the equity shareholders of the Company (other than the promoters, the promoters group and persons in control of the Company), for an aggregate amount not exceeding ? 1,100 crores (Rupees One Thousand One Hundred Crores only) being 14.56% and 5.71% of its total paid-up share capital and free reserves as on March 31,2021 (on a standalone and consolidated basis, respectively) for a price not exceeding ? 875/- (Rupees Eight Hundred Seventy Five only) per Equity Share through the open market route through the stock exchanges where the equity shares of the Company are listed.

An unfortunate incident of fire occurred at one of the plants at our Ankleshwar Unit - 1 on May 6, 2022. The emergency response team with the help of local fire brigade brought the fire under control on instantaneous basis. The Company has lodged the necessary insurance claim. The Company is committed to put in place best global practices so that similar incidents are not repeated in future.

Apart from the above, there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22.

3. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial

institutions, banks, Government of India and Government of various countries where the Company has operations, Government authorities, customers, vendors and members during the year under review.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in

government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

On behalf of the Board of Directors

Rajnikant Devidas Shroff

Chairman and Managing Director (DIN: 00180810)

Mumbai May 9, 2022


Mar 31, 2021

Your Directors have the pleasure of presenting a report on the business performance and the audited consolidated and standalone financial statements of your Company ("the Company" or "UPL") for the financial year ended March 31, 2021.

FINANCIAL RESULTS

c in crore

Particulars

Consolidated

Standalone

2020-21

2019-20

2020-21

2019-20

Total Income

38,952

35,860

11,458

10,147

EBITDA

8,559

7,452

1,718

1,701

Depreciation/amortisation

2,173

2,012

977

2,230

Finance Cost

2,060

1,481

307

891

Exceptional items

238

623

15

10

Profit / (Loss) from Associates

42

3

-

-

Profit before tax

4,181

2,764

434

538

Provision for taxation

Current tax

936

759

195

55

Adjustments of tax relating to earlier years

(105)

8

-

-

Deferred tax

(145)

(181)

19

22

Profit after tax

3,495

2,178

220

461

Minority interest

624

402

-

-

Net profit for the year

2,871

1,776

220

461


OPERATIONAL PERFORMANCE

Last year was enormously challenging - for the world and for UPL. Yet the UPL team operated safely and reliably, ran the business at optimal level following guidelines prescribed by the Government. UPL''s achievement last year is a credit to everyone in the Company - from the leadership to the front lines. Together, we delivered the food security the world needs, and positioned the Company strongly for the future.

UPL anchored its growth by fast adapting to constantly changing situations, offering innovative products and solutions , tapping new growth markets and opportunities, differentiated products, bio-solutions, and collaborations across the food value chain. During the year, UPL''s consolidated revenue from operations increased by 8% to H 38,694 crores from H 35,756 crores in FY 2020, and EBITDA increased by 15% to H 8,559 crores from H 7,452 crores in FY2020. During the year, the Company continued to deliver on its commitment to deleverage its balance sheet and reduce the Gross Debt by H 5,039 crores and Net Debt by H 3,140 crores. The Gross Debt and Net Debt as at March 31, 2021 stood at H 23,774 crores and H 18,922 crores respectively. For more details of the financial performance please refer to the Management Discussion and Analysis Report. The region-wise performances for FY2021 were as under:

Latin America:

Most Latin American countries delivered close to double-digit growth in FY2021 compared to last year. Brazil growth was ahead of the market, despite significant currency devaluation impact. Our Sucking Pest Platform (patented Sperto® and Perito®) and Soybean Resistance Management Platform (Unizeb® Gold, Tridium® and patented Unizeb® Glory) grew significantly in Brazil and other South American countries.

North America:

North American region saw a strong growth in Sustainable Solutions that drove improved margins. There was increased demand for Interline® (Glufosinate) due to robust ramp up of resistant-traits acres. However, the overall growth in the region was subdued on account of open orders due to supply constraints.

Europe:

In Europe, new product sales continued to outpace the impact of banned products. There was improved mix and profitability, driven by accelerated sales of differentiated & sustainable solutions. UPL saw a strong growth in Benelux, Germany, Poland, Italy and Iberia. We also achieved an excellent performance for Argos® in its first year of launch and for Fazor® in potatoes.

Rest of the World:

We saw a double-digit growth in South-East Asia, supported by the continued expansion of Glufosinate Solutions. There was an accelerated growth in China, driven by volume gains in UPL''s branded sales and Yoloo acquisition. The growth in Africa was impacted due to COVID related challenges.

India:

India region witnessed the strongest growth supported by favorable weather with normal monsoons driving higher acreages in both seasons. We saw continued volume expansion of Ferio®, Sweep power®, and accelerated growth of sustainable solutions. Our wide array of new product launches ensured creation of complete portfolio for our farmers.

During the year, major fire took place at one of the plants of the Company at Jhagadia, Gujarat. The plant was shut as there was a planned annual Boiler Inspection. Due to fire the entire manufacturing site was shut for safety audit and to conduct Hazard and Operability analysis (HAZOP). Post the Safety Audit and extraordinary efforts taken by company employees the plants were started in end of April''21. The Company has lodged the necessary insurance claim. The Company is committed to put in place best global practices so that similar incidents are not repeated in future.

DIVIDEND

The Board has recommended a dividend of 500% i.e. H 10/-per equity share of H 2/- each for the financial year ended March 31, 2021, which if approved at the forthcoming Annual General Meeting ("AGM"), will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited. The total dividend pay-out will amount to approx. H 764 crore (including tax).

The dividend recommended is in line with the dividend distribution policy of the Company and the policy is available on the website of the Company at https://www. upl-ltd.com/investors/corporate-governance/policies.

History of dividends declared by the Company since FY2004 (i.e. since demerger) is available on the website of the Company at https://www.upl-ltd.com/investors/ shareholder-center/dividend-history.

FINANCE

(a) Deposits

During FY2021, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 2013.

(b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the note nos. 5, 6, 32 and 35 to the standalone financial statement.

(c) Changes in Paid-up Share Capital

During the year, no equity shares were issued and allotted. The paid-up share capital of the Company as

at March 31, 2021 was H 1,52,80,90,912/- comprising of 76,40,45,456 equity shares of face value H 2/- each.

(d) Transfer to Reserves

The Company does not propose to transfer any amount to the reserves.

EMPLOYEE STOCK OPTION PLANS

The Company has no active Employee Stock Option Plans as on March 31, 2021 considering that there were no outstanding options under the Advanta India Limited Employees Stock Option and Shares Plan - 2006 and Advanta Employee Stock Option Plan - 2013. There are no plans to make any further grants under these schemes.

LISTING OF COMMERCIAL PAPERS:

The Company has issued Commercial Papers amounting to H 2,200 crores during FY 2020-21. All the Commercial Papers were listed on National Stock Exchange of India Limited. The Company has not defaulted on any of its dues to the financial lenders.

The Company''s borrowings are rated by CRISIL & CARE. The details of ratings are provided in the Corporate Governance Report which forms a part of this report.

ENVIRONMENT AND SUSTAINABILITY

At UPL, we have adopted a structured approach towards Sustainability. We have embedded a triple bottom-line approach in our sustainability strategy. Our stakeholders have always valued UPL''s differentiated approach towards sustainability & environment due to the responsibility taken by us to minimize our environmental footprint and make our business greener and more efficient. We always try to embed sustainability in every aspect of our business through our environment friendly strategy and active monitoring of our environmental performance. With regard to this approach we have a strong risk management system through which we try to identify the potential risk for the environment through our business operations and vice-versa. We classify these risks into long term and short term, which helps us plan our strategy for the long-term and take active measures through established and defined targets.

In FY2021 UPL has joined the United Nations Global Compact to support sustainable development goals. We confirm that UPL supports the Ten Principles of the United Nations Global Compact, which are:

Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights.

Principle 2: Make sure that they are not complicit in human rights abuses.

Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining.

Principle 4: The elimination of all forms of forced and compulsory labour.

Principle 5: The effective abolition of child labour.

Principle 6: The elimination of discrimination in respect of employment and occupation.

which is hazardous and costly. In the proposed process the problems were addressed, and the scheme will be implemented.

3. Vacuum Distillation Technology (VDT) Piloting:

VDT works on the principle of vacuum distillation combined with vapor compression technology using a specialized compressor which makes it energy efficient and economical to treat and dispose industrial effluent.

4. Ozonation Piloting:

Chemically, ozone is the triatomic, allotropic form of oxygen. Ozone is a strong oxidant that can be used in the potabilization of surface or ground water as well as in wastewater treatment to remove microorganisms, inorganic ions and organic pollutants.

5. Electrooxidation Piloting:

Electrochemical oxidation is considered a robust technology and is easy to use, for those reasons, it has been used for a diversity of wastewater treatments.

6. Patent Applications:

We have applied for 3 Patents on green sustainable technologies & process:

• Title: Pendimethalin: Novel effluent treatment process (in-situ calcium hypo treatment) and scale up for complex effluents

• Title: A novel process for elimination of thermogenesis in ETP bioreactors and its efficiency improvement

• Title: A novel method for wastewater treatment

RESEARCH AND DEVELOPMENT

UPL has several Research and Development Centres almost in every continent. Facilities at some of these places have been further strengthened by providing extra laboratory space, equipment / instrument, pilot plant and skilled manpower. Company''s mission of "Change the game - to make every single food product more sustainable" is being accomplished as these Centres work hard and contribute immensely to achieve it.

Company owns big assets in terms of qualified, talented, and dedicated scientific community working in its Research and Development Centres. The aim of these scientists is to develop crop protection products, processes and solutions that are sustainable, cost-effective, safe and affordable for the end user, and most importantly are environment friendly.

Atom economy and principles of green chemistry are kept in mind while developing the products and processes at the Research and Development Centres. Energy saving resulting into carbon footprint reduction is one of the important initiatives of research activities. Before launching the products and implementing the processes on a commercial scale, they are evaluated for hazard and safety, at all stages of development.

Principle 7: Businesses should support a precautionary approach to environmental challenges.

Principle 8: Undertake initiatives to promote greater environmental responsibility.

Principle 9: Encourage the development and diffusion of environmentally friendly technologies.

Principle 10: Businesses should work against corruption in all its forms, including extortion and bribery.

Some of our major achievements in FY2021 are summarized below:

• UPL included in Dow Jones Sustainability Yearbook 2021.

• ESG rating agency from Netherlands "Sustainalytics" rated UPL No. 1 among all Agro-Chemical companies globally in November 2020.

• Scored higher international sustainability rating (DJSI, FTSE & Sustainalytics) in all three dimensions (environment, social & governance) from industry average.

• UPL has signed commitment letter to set science-based targets to keep global temperature increase below 2°C.

• Achieved Zero Liquid Discharge in 60% of our operating plants globally.

NEW TECHNOLOGY ADOPTION

The Green Cell is a dedicated department looking globally into design & development of green sustainable technologies. A multidisciplinary team of Chemists, Microbiologists, Chemical, Bio-chemical & environmental engineers explores the possibilities of developing and identifying available technologies which can be adopted on sustainable basis for overall environmental improvement. Green Cell department also caters to the technical requirements of operations team for smooth and trouble-free operations of waste treatment technologies which are already put in place at our various manufacturing sites.

Recently Green Cell has indigenously developed a couple of technologies for treatment of some difficult liquid waste and piloted three technologies for establishing the technoeconomic feasibility for implementation. Green Cell has also filed three patents in the area of liquid waste treatment. The gist of Green Cell''s technological advancement is given below:

1. Removal of colour and refractory COD from Pendimethalin effluent by advanced oxidation treatment:

UPL has developed in-house a treatment method for removing the colour and refractory COD from Pendimethalin effluent at its Jhagadia plant. Currently the process is implemented.

2. A novel Fenton like reaction for wastewater treatment:

In general, iron-based advanced oxidation technologies, such as the Fenton process, are widely used for industrial wastewater treatment. However, this process uses chemicals such as Hydrogen peroxide

Innovative combination products are developed at the Research and Development Centres and commercialised and marketed worldwide to offer effective pest management solutions. Before the products are introduced in the market, they are tested for chemical properties, toxicity, impurity profile, stability and packaging compatibility, bio-efficacy, residue and so on. The required data is collected/generated in the Research and Development Centres followed by data generation at a GLP laboratory which is submitted to the regulatory authority of the respective country.

As per Company''s plan to produce Specialty Chemicals and Industrial Chemicals, processes are developed in the Research and Development Centres which are industrially viable and safe for large-scale production, at the same time economical. Creation of Intellectual Property (IP) is very important for the innovative products and processes developed by the Research and Development Centres and due care is taken to create the IP by applying for patents for products and processes. Patents are obtained in countries of interest and appropriate measures are taken to safeguard the IP. Over and above this, IP of others is respected.

For R&D Expenditure incurred during the year, kindly refer the Annexure on Conservation of Energy, Technology Absorption, Adaption and Foreign Earnings and Outgo.

CORPORATE SOCIAL RESPONSIBILITY

Two core UPL values "Always Human" and "Open Hearts" are guiding forces of our CSR initiatives. Hence our interventions are not restricted to the development of our neighbouring communities only, as we work on initiatives that cater to the wider national interest.

At UPL, we believe in a holistic and sustainable growth of society. Our commitment and interventions cater to all the segment of the society and have been classified in 4 focus areas: (a) Institution of excellence; (b) Sustainable Livelihood; (c) Nature Conservation and (d) Local and National Need.

Our CSR values are shared across the globe and development initiatives are being undertaken in Argentina, Brazil, Belgium, Colombia, Cote d''Ivoire, India, Kenya, Mexico & UK and implementing & supporting more than 80 development interventions benefiting more than 70 communities across continents. For us the entire world is our home. Some of the initiatives globally are as under:

• One Billion Hearts Initiative at Cote d''Ivoire with The Heart Fund to provide universal access to cardiovascular health for 1 billion people by 2030.

• Life Association distributed over 1,400 food baskets to the families of young people enrolled in the Campinas-SP and Sorriso-MT Program.

• Collaboration with the FIFA Foundation to promote and raise awareness about sustainable development in agriculture and education in society through football.

• Partnership with Oxford India Centre for Sustainable Development (OICSD) at Somerville College, University of Oxford, UK to advance education on sustainability with a

greater focus on small-holder farmers in the developing world.

• Establishing Centre of Excellence (COE) on process safety management.

• Backward and forward linkages for farmers through forming, nurturing and strengthening of Farmers Producer Company.

• A complementary education programme with the "Life Association", creating opportunities and conditions for young people in their dream to build a better Brazil.

• My Super Ward, a citizen centric application integrating urban citizens of India with the governance of their locality.

• Building capacities and supporting civil society organizations in India.

• United Against Child Labour project in India - A proactive initiative to eliminate all forms of child labour in seed supplier farms and to ensure education for all children.

• Global Parli & Vandri Cluster in India to transform rural village through revival and empowerment.

• Working with Agri Farm widows in India to provide sustainable livelihood through skilling, micro-enterprise, and market linkages.

• Supporting Special Care Centre in India which is a school for hearing impaired and intellectually disabled children that provides holistic education, nutrition and transportation in a healthy, nurturing and learning environment.

• Supporting "Project EkalVidyalaya" in India which aims at creating one teacher schools in the remotest parts of the country.

• In Piedra Blanca ejido, Mexico for students to take their classes remotely from their homes, 26 Tablets "LENOVO 7" were donated along with placement of a receiving antenna for the satellite internet service, which will allow quick and efficient access to their online classes. This majorly impacts the kindergarten and secondary school.

• In Mexico and Cuba, through multiple interventions (30 plus) and a spend of more than 10 million pesos, an impact was created in the lives of more than 20,000 people covering more than 600 farmer families.

• We Are United (WAU), a well-structured employee volunteering programme, across different countries through which employees get an opportunity to use their skill, talent, and passion for the benefit of the community.

As the world was battling the COVID-19 pandemic last year in March 2020, UPL''s COVID response team went into an overdrive worldwide, immediately. In India, UPL donated nearly USD 10 million and supplied USD 3.3 million worth of Personal Protective Equipment (PPEs) to external stakeholders. We produced more than 6,000 litres of sanitisers and disinfectant solutions for police and hospitals, and provided spray equipment to disinfect public areas, using 1.15 million litres of sanitising solution. Protective gears and safety equipment were provided

in Cuba, Colombia, Indonesia, across Europe and North America. Other initiatives, like awareness drives were held in Vietnam and Ivory Coast. Food supplies were donated to the underprivileged in Costa Rica, Cambodia, and Cuba.

UPL also began country specific initiatives such as a 24-hour telephone support for all families and young people to guide and create awareness on staying at home and sanitization, and distribution of Vitamin D to families and young people through a partnership with the Equaliv laboratory in Brazil. In Colombia, UPL focused on marginalized people, the elderly, and mothers to provide help and food supplies. In Costa Rica and Canada, UPL purchased farmers'' produce, which was then in turn donated to the needy.

As the second, deadlier wave of COVID hit India in 2021, we converted our captive nitrogen plants into oxygen units which were being skid-mounted and delivered directly to hospitals in India during a nationwide shortage of oxygen.

For detailed report on Corporate Social Responsibility, please refer to the section ''Social Initiatives'' in the annual report and Annexure to this Report.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company has always strived to conduct its business fairly, ethically and with integrity. In line with this belief, the Company has in place a robust whistle-blower policy to deal with any fraud, irregularity, or mismanagement in the Company. This Policy is in addition to the Company''s Global Code of Conduct which also empowers its stakeholders to make protected disclosures through the reporting channels consisting of designated e-mail address, hotline and customised web-portal, details of which are prescribed under the Policy and the Code.

The Chairman of the Audit Committee oversees the whistle-blower policy. The Audit Committee is presented, on a quarterly basis, an update on the whistleblower policy. As per the policy, any employee or director can directly communicate with the Chairman of the Audit Committee to report any actual/suspected fraud or non-compliance at the designated e-mail address.

On a regular basis, the Company undertakes all efforts to create awareness among the employees about the Policy including the new joinees during the year. The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. Total confidentiality of the proceedings of the policy is also maintained.

The policy is available on the website of the Company under Investors section at https://www.upl-ltd.com/investors/ corporate-governance/policies.

PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE

The Company is committed in creating and maintaining a secure and safe work environment that enables its employees, agents, vendors and partners to work free from unwelcome, offensive and discriminatory sexual behavior and without fear of prejudice, gender bias

and sexual harassment. In order to deal with sexual harassment at workplace, the Company has implemented a gender-neutral policy - Prevention and Redress of Sexual Harassment Policy ("Policy").

The Policy applies to all those employed and associated with UPL and its subsidiaries irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees. The Policy also covers all contract workers, consultants, retainers, probationers, trainees, and apprentices or called by any other such name engaged by us whether the terms of their employment are expressed or implied.

A knowledgeable and experienced Internal Compliance Committee comprising mainly of women and an unbiased third party is currently functional to attend and redress complaints that arise under this Policy. Further, there are sub committees at unit locations to ensure strict adherence to this policy and keep the workplace free from biases and prejudices. The Internal Complaints Committee has not received any formal complaint during FY2020-21.

All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Company''s website. During FY2020-21, a refresher POSH workshop was conducted for 35 Committee members online for 2 days by Company''s external partners and 4699 employees, who acknowledged to comply with the POSH policy. During the year, UPL also tied up with an external partner to launch an extensive e-training on POSH, Code of Conduct and Anti Bribery across all markets, in 7 global language and mandated for all the employees as well as new joinees.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls. The Company has adopted policies and procedures covering all major financial and operating functions. These controls have been designed to provide reasonable assurance over:

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Effectiveness and efficiency of operations

• Prevention and detection of frauds and errors

• Safeguarding of assets from unauthorized use or losses

The Company has an in-house Internal Audit department with a team of qualified professionals. The internal audit department prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational, IT general controls and compliance controls. In addition, the Company has also appointed reputed external audit firms for carrying out the internal audit reviews. Improvements in processes are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal audit team on a periodic basis through review of audit plans, audit findings and issue resolution through follow-ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings.

Internal Audit function plays a key role in providing to both the management and the Audit Committee, an objective view and re-assurance of the overall internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the Company including its subsidiaries.

The Company has also implemented a Compliance tool which ensures adequate and effective regulatory compliances monitoring with respect to the provisions of all applicable laws to the Company.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria. Essential components of internal controls are followed as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Company has developed and implemented a Risk & Control Framework to ensure internal controls over financial reporting. This framework includes testing and monitoring over entity level controls, process level controls and IT general controls. The entity level controls include testing and monitoring of compliance to business policies. The process level controls include a risk control matrix for monitoring key business processes. The IT general controls include monitoring of the overall IT environment, computer operations and access to programs and data.

On a periodic basis testing of entity level controls, process level controls and IT general controls is carried out and status of testing of controls is presented to the Audit Committee. During the year, controls were tested and no reportable material weaknesses in design and effectiveness were observed.

RISK MANAGEMENT FRAMEWORK

In today''s ever-evolving dynamic business landscape, risks are integral to the business operations. The Company has developed and implemented a robust Risk Management framework across geographies and business functions. Benchmarked with leading international risk management standards such as ISO 31000 and Committee of Sponsoring Organisation of the Treadway Commission (''COSO''), our risk management framework enables us to manage uncertainties that might impact our strategic business objectives while continuously harnessing the opportunities. The risk management framework encourages businesses to identify relevant risks and opportunities in line with the short-term and long-term strategic business plans. The risk management framework intends to clarify the roles and responsibilities, principles, standards, methods, tools and training measures that the Company has adopted with an objective of building strong risk-aware culture.

The Board of Directors of UPL holds the overall responsibility for development and implementation of the Company''s risk management policy. Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") a Board

appointed Risk Management Committee, consisting of Mr. Rajnikant Shroff, Chairman, Mr. Arun Ashar - Director - Finance, Dr. Vasant Gandhi, Independent Director, Mr. Anand Vora, Global Chief Financial Officer and Mr. Raj Tiwari, Global Director - SCM has been formulated and institutionalised. The Risk Management Committee conducts integrated risks and performance reviews along with the Senior Executives engaged in different functions across geographies. The Committee reviews identified risks, the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks. The Committee also facilitates provision of adequate resources for businesses to effectively mitigate critical risks and ensure the business value is always protected and enhanced at all times. The Committee also maintains a continuous oversight to ensure the risk management framework is effectively integrated with the core functions such as Strategic Business Planning and Capital Allocation and assurance providing functions such as Internal Audit, Internal Controls, Compliance Management etc. to enhance the business resiliency and provide a portfolio view of the risks.

The Company has also appointed a dedicated Enterprise Risk Management (ERM) team and formally identified Risk Champions across functions and geographies to ensure effective deployment of ERM process across the Company. The Company has developed and implemented the combination of top-down and bottom-up approach to identify and mitigate both, business unit/functional level risks and macro strategic and external risks emanating from business strategies. Over the years, the risk management practices implemented by UPL has evolved significantly.

For more details on the risks and their mitigation plans, please refer to Management Discussion and Analysis report in this annual report. The Risk Management Policy of the Company is available on the website at https://www. upl-ltd.com/investors/corporate-governance/policies.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

The Company has several subsidiary companies and associates spread across the globe. Crop protection product companies need local registrations to enable them to sell their products in different countries in the world. These registrations are granted by the local government body of each country to a local entity established in that country.

As on March 31, 2021 there were 204 subsidiaries across the globe. Most of these subsidiaries and associate companies are marketing arms and their main activity is confined to marketing by servicing their local market with greater efficiency and ensuring timely availability of different products of the Company. Some other entities are holding companies which hold investments in other group entities.

The details of essential parameters of each subsidiary / associate company such as share capital, assets, liabilities, turnover, profits before and after tax are given separately under the Statement of AOC-1 Form forming part of the Annual Report. Subsidiary Financials are available on Company''s website at https://www.upl-ltd.com/investors/ shareholder-center/subsidiary-financials.

The companies which were newly added or ceased to be subsidiaries/ joint ventures / associate during the year are as follows:

(I) SUBSIDIARY COMPANIES:

Country

Additions during the year:

Acquisitions

Laoting Yoloo Bio-Technology Co. Ltd

China

Anhui Yoloo Hexie Plant Protection Co. Ltd.

China

Ingeagro S.A

Chile

Newly incorporated:

UPL Mauritius Limited

Mauritius

Advanta Biotech General Trading Ltd

UAE

Hannaford Nurture Farm Exchange Pty Ltd

Australia

Federation of Agri-Value Chain, Manufacturers and Exporters (Viz FAME)

India

UPL Zambia Limited

Zambia

Cessations during the year:

Cessations:

Bioquim, Sociedad Anonima

Costa Rica

Arysta LifeScience Kiev LLC

Ukraine

Agriphar SDN BHD

Malaysia

Chemtura (Thailand) Ltd

Thailand

MacDermid (Shanghai) Chemical Ltd, CHINA

China

Canegrass LLC, USA

USA

UPI Finance LLC

USA

Agriphar Poland Sp. Zoo

Poland

Arysta LifeScience SPC, LLC

USA

Dutch Agricultural Investment Partners LLC

Netherlands

Arysta LifeScience Investments LLC

USA

Agrodan, ApS

Denmark

UPL Limited Korea Co.Ltd. (Formerly known as United Phosphorus (Korea) Limited)

Korea

Anhui Yoloo Hexie Plant Protection Co. Ltd.

China

Mergers:

Arysta LifeScience Argentina S.A.

Argentina

UPL New Zealand Limited (Formerly known as United Phosphorus Limited, New Zealand)

New Zealand

Tecno Extractos Vegetales, S.A. de C.V.

Mexico

Bioenzymas S.A. de C.V.

Mexico

Agroquimicos y Semillas, S.A. de C.V.

Mexico

Procultivos, Sociedad Anonim

Costa Rica

Inversiones Lapislazuli Marino, Sociedad Anonima

Costa Rica

Arysta LifeScience Turkey Tarim Urunleri Limited Sirketi

T u rkey

Neo-Fog S.A.

France

UPL Agricultural Solutions Netherlands BV

Netherlands

Arysta Canada BC Inc.

Canada

Arysta LifeScience Mexico Holding S.A.de C.V

Mexico

Natural Plant Protection S.A.S

France

Arysta LifeScience Holdings France SAS

France

Arysta LifeScience Technology BV

Netherlands

(II) ASSOCIATE COMPANIES:

Additions:

Eswatini Agricultural Supplies Limited

South Africa

Cessations:

CGNS Limited

UK


MATERIAL SUBSIDIARY

As on March 31, 2021, the Company has 7 unlisted material subsidiaries as per the parameters laid down under SEBI Listing Regulations. These material subsidiary companies are: UPL Corporation Limited, Mauritius, UPL Do Brasil -Industria e Comercio de Insumos Agropecuarios S.A., Arysta Lifescience, UK JPY Limited, UPL Agricultural

Solutions Holdings BV, UPL NA Inc., Arysta Lifescience Inc., UPL Agrosolutions Canada Inc. None of these subsidiaries have sold, disposed off or leased more than 20% of its assets during the current year. The Company''s policy on material subsidiaries can be accessed at https://www.upl-ltd.com/investors/corporate-governance/policies.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

Detailed disclosure on related party transactions as per Ind AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half year basis is also submitted to the stock exchanges.

The policy on related party transactions as approved by the Board is available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies.

INSURANCE

All the properties and operations of the Company, to its best judgement have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts which impacts the Company''s ability to continue as a going concern.

AUDITORS

a) Statutory Auditor

At the 33rd Annual General Meeting of the Company held on July 8, 2017, the Members of the Company appointed B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditor of the Company pursuant to section 139 of the Companies Act, 2013 for a term of 5 (five) years from the Company''s financial year 2017-18. They will hold office till the conclusion of 38th Annual General Meeting ("AGM") of the Company. The statutory auditor has confirmed that they are not disqualified from continuing as auditor of the Company.

There are no instances of any fraud reported by the statutory auditor to the Audit Committee or the Board pursuant to section 143(12) of the Act. The Auditor''s Report on standalone and consolidated financial statements forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.

b) Cost Auditor

Pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost account records maintained by the Company are required to be

audited. The Board on the recommendation of the Audit Committee, has appointed M/s. RA & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2021-22 on a remuneration of H 9,50,000/- (Rupees Nine Lakhs and Fifty Thousand only). The Company has received a certificate of eligibility from the cost auditor for the appointment. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for approval / ratification. Accordingly, a resolution seeking Member''s approval for the remuneration payable to M/s. RA & Co., Cost Auditor is included in the Notice convening the AGM.

The Cost Audit Report for the financial year 2019-20 was filed with the Ministry of Corporate Affairs on August 8, 2020. The Cost Audit Report for the financial year 2020-21 will be filed before the due date.

c) Secretarial Auditor

Pursuant to section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to conduct secretarial audit for the financial year 2020-21. The Report of Secretarial Auditor is annexed to this report. The report of Secretarial Auditor for the financial year 2020-21 is unmodified and does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. N. L. Bhatia & Associates to conduct the secretarial audit for the financial year 2021-22. They have confirmed their eligibility for the appointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152 of the Companies Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Arun Ashar (DIN: 00192088) Director of the Company retires by rotation at the ensuing AGM of the Company. An ordinary resolution in this regard has been proposed for approval of the members. The information of Mr. Arun Ashar seeking re-appointment, as required pursuant to Regulation 36(3) of SEBI Listing Regulations and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, is provided in the notice convening the 37th AGM of the Company.

During the year, Mrs. Sandra Shroff stepped down as Director of the Company on August 31, 2020 due to personal commitments. The Board places on record its sincere appreciation for enormous contributions made by Mrs. Sandra Shroff and the unstinting support and guidance provided by her during her long association as Director of the Company.

All the independent directors of the Company as on March 31, 2021 have given requisite declarations stating that they meet the criteria of independence laid down under section 149(6) of the Act and Regulation 16(b) of SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their

status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company are registered on the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Ms. Usha Rao Monari stepped down as Director of the Company following her appointment at UNDP (United Nations Development Programme) as Under Secretary-General and Associate Administrator. As per the protocol at UNDP it is not allowed to hold office/place of profit in any governmental/ private organization, given concerns related to potential conflict of interest. The resignation is effective May 13, 2021. The Board places on record its deepest gratitude for her contribution.

As on March 31, 2021, the Company had the following Key Managerial Personnel as per section 2(51) of the Act:

1. Mr. Rajnikant Shroff - Chairman and Managing Director

2. Mr. Arun Ashar - Whole-time Director

3. Mr. Anand Vora - Global Chief Financial Officer

4. Mr. Sandeep Deshmukh - Company Secretary and Compliance Officer

Evaluation of Board''s Performance:

Pursuant to the provisions of Companies Act, 2013 and the SEBI Listing Regulations, the evaluation process for performance of the Board, its various committees, individual directors and the Chairman of the Board and respective Committees was carried out during the year. Each director was provided a questionnaire to be filled up providing feedback on the overall functioning of the Board, its Committees and contribution of individual directors. The questionnaire covered various parameters such as structure of the Board/Committees, board meeting practices, overall board effectiveness, attendance/ participation of directors in the meetings, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management.

The Independent Directors during the year, completed evaluation of Non-independent/Non-promoter Directors and the entire Board including the Chairman. The Independent Directors expressed satisfaction on overall functioning of the Board, various committees as well as the directors of the Company. They appreciated the knowledge and expertise of the Chairman and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

The Board also discussed the report of performance evaluation and its outcome.

Committees of Board, Number of Meetings of the Board and Board Committees

The Board has six committees, namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee and the Finance and Operations Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board.

The Board met five times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its Committees, its composition, terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

Further, all our Meetings were conducted through video conferencing as authorised by Ministry of Corporate Affairs vide its Notification dated March 19, 2020 and December 30, 2020.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of directors, senior management, key managerial personnel (KMP) including their remuneration. The Board recognises that various Committees of the Board have a very important role to play in ensuring the highest standards of corporate governance. The Chairman of the Board and other Directors form the broad policies and ensure their implementation in the best interests of the Company.

The criteria for selection of directors, senior management and KMP inter-alia include qualifications, experience, expertise, integrity, independence of the directors and board diversity.

The remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the independent directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options.

The remuneration to the Managing Director and other Executive Director consists of monthly salary, allowances, perquisites, commission and other retirement benefits. The remuneration payable to them is subject to the approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

In respect of senior management, the remuneration is based on their performance, Company''s performance, individual targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

The Nomination and Remuneration Policy and Executive Compensation Policy are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/policies.

Familiarisation Programme for Independent Directors

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

Through the familiarisation programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company''s vision, core values, ethics and corporate governance practices.

At the time of appointment of independent director, a formal letter of appointment is given to them, which explains their role, responsibility and rights in the Company. Subsequently they are apprised of the Company''s policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to apprise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company.

Details of familiarisation programme of Independent Directors are available on the website of the Company at https://www.upl-ltd.com/investors/corporate-governance/ policies.

HUMAN RESOURCES

The Company continuously strives to be the best globally in all the domains of its operations and believes that its employees are the core foundation of this vision. The HR strategy is committed to creating an engaging workforce and an inspirational leadership that continuously powers this vision.

As on March 31, 2021, the Company, including subsidiaries, had 5,860 employees in India and 12,258 employees globally.

Key initiatives undertaken for Employees Continuous Performance

The implementation of myUPL (HRIS) platform helped in focusing on goals and targeting achievements. Mid and Annual appraisals further strengthened our performance-based culture. The system helped in calibrations, budget planning and communicating online, providing seamless experience across all geographies.

Learning (Open Intel)

Learning has always been a focus for our organization to improve performance of employees including new product trainings, leadership, self-improvement and

behavioral courses. To ensure employees do not miss out on learning opportunities while working from home during the pandemic, UPL launched "Open Intel". A platform that has a repository of more than 5000 modules which allows employees to select courses in line with business requirements and undergo certifications. In the first year of its launch, Open Intel has 6432 unique users, 5698 active learners with 88.58% adoption rate and over 2.6 million views.

Employee Wellness

In FY2020-21, major activities were undertaken and multiple initiatives were launched to respond to COVID 19 in line with UPL values of Always Human, Agile and Nothing is Impossible:

• Introduced a Work From Home policy

• Conducted Virtual trainings to work effectively from home

• Tied up with external partners on employee wellbeing including online medical consultation and psychological counselling

• Collaborated with health agencies to provide 24/7 health care to employees and their families

• Provided medical support including home quarantine reimbursements

• Held Vaccination drives and vaccination reimbursement, as per need and prevailing local laws and guidelines

OpenAg Awards

UPL, post-Arysta is anchored on OpenAg as its rallying point. OpenAg aims at addressing farmer resilience and sustainability through its six values and performance ambitions. To celebrate individuals who live these values, OpenAg Awards was launched in FY2021 having four categories: "Living the UPL Values", "Best Performing Business Unit", "Best Manufacturing Unit" and "Best Innovation".

Way Forward

a) Role based competencies / Talent Management

To bring legacy UPL and legacy Arysta employees to a common organization architecture by assigning all employees a new global job level in an integrated organization. To use this organization architecture as part of recruitment and promotion processes, a new talent strategy will be launched. One of the first projects will be a new competency model for UPL.

b) HR Process Outsourcing

At UPL, we believe that employee experience is key to our success. To ensure that employee experience is delivered as a six-sigma process, we are going to build a robust global process outsourcing center to manage key HR processes. It will include Recruitment & Onboarding, Employee Data Management, Query Management, Learning & Development, Performance and Goal Management, Reporting and Payroll and Benefits.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government of various countries where the Company has operations, Government authorities, customers, vendors and members during the year under review.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors


PARTICULARS OF EMPLOYEES

Details of remuneration as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

Particulars of employee remuneration as required under section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of the provisions of section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such information may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, directors confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently, and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE, MD&A AND BRR

Your Company has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI Listing Regulations. A certificate from B S R & Co. LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is part of this Annual Report.

The Management Discussions and Analysis Report and Business Responsibility Report forms a part of the Annual Report as required under the SEBI Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to the meetings of the Board and General Meetings.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements are prepared for the year 2020-21 in compliance with the provisions of the Companies Act, applicable accounting standards and as prescribed under the SEBI Listing Regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditor''s Report thereon form part of the Company''s Annual Report.

ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return as on March 31, 2021 has been placed on the website of the Company and the web link of such Annual Return is https://www.upl-ltd.com/ investors/financial-results-and-reports/annual-reports.

EVENTS AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

OTHER DISCLOSURES

1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2020-21.

3. There was no instance of one-time settlement with any Bank or Financial Institution.

that could influence the Company''s operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

On behalf of the Board of Directors

Rajnikant Devidas Shroff

Chairman & Managing Director (DIN:00180810)

Mumbai May 12, 2021


Mar 31, 2018

Directors Report

To,

The members of UPL Limited

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2018.

FINANCIAL RESULTS (RS, In crores)

Consolidated

Standalone

Current Year

Previous Year

Current Year

Previous Year

Total Revenue

17920

17124

7809

7602

Earnings before interest, tax, depreciation, amortization, exceptionals, prior period adjustments and minority interest

3919

3429

1384

1268

Depreciation/amortization

675

672

666

655

Finance Cost

783

735

135

149

Exceptional items

63

81

7

46

Loss from Associates

93

19

-

-

Profit before tax

2305

1922

576

418

Provision for taxation

Current tax

311

293

180

89

Adjustments of tax relating to earlier years

(79)

5

(83)

-

Deferred tax

43

(109)

(69)

84

Profit after tax

2030

1733

548

245

Minority interest

8

6

-

-

Net profit for the year

2022

1727

548

245

OPERATIONAL PERFORMANCE

The Company had another year recording satisfactory results. While most of the peers in the industry had a negative growth, the Company recorded a decent growth of about 7%.

Some of the highlights of the Company''s global performance are as under:

A. Revenue from operations increased by 5% to RS, 17,506 crores.

B. EBIDTA improved by 14% to RS, 3,919 crores.

C. Profit before taxes have gone up by 20% to RS, 2,305 crores.

D. Profit after taxes have gone up by 17% to RS, 2,029 crores.

Region wise performance highlights are as under:

In India, the market for agrochemicals was fairly flat and grew by just 7%. During the year, the country recorded below normal rainfall of about 95% of long period average. In the months of June and July, there were exceptionally good spells of rain in most parts of country. But subsequently, prolonged dry spells across the country were seen. This resulted in decline in sale of fungicides. The southern states suffered from deficit rains and received good rains only at the end of the season. Worst floods were witnessed in Gujarat, Rajasthan and Mumbai. There were heavy floods in Assam, Bihar, Uttar Pradesh and Odisha. The rabi season was not very encouraging for agrochemicals, due to low temperatures and higher humidity, making the crops resistant to pest attacks. At the beginning of the year, the introduction of GST and confusion in the market prevailing due to this had significantly adverse effect on Company''s sales. The channel stopped fresh purchases and old inventory was returned. Subsequently, the market has adjusted to this new tax regime and it is expected that in coming years, higher sales can be expected.

During the year, some of the key brands of the Company did good business. Significant growth was noticed in business of new fungicides launched in the earlier year. The Company launched new specialty/ biological products successfully. Some of the initiatives like Adarsh Kisan centres taken by the Company in earlier years were well appreciated by farming community and this helped the Company to improve its sales.

In North America, some of the herbicides of the Company recorded very good growth. The western states came out of spells of dry weather and had bountiful rains. The sale of fungicides for potato and vegetable market grew. Sale of insecticides also went up as the cotton planted area increased. However, the commodity prices remained subdued. The situation is likely to improve in future.

In Latin America, including Brazil, the new insecticide launched got a very encouraging response. The fungicide business continued to grow and more areas were treated with Company''s fungicides. At the beginning of the year, there were delayed rains in north Brazil and dry season in south Cone and Argentina.

The European market has started improving. Summer heat waves prevailed across Southern Europe. Though overall market scenario was not so favorable, the Company''s performance showed lot of improvement. It is expected that in coming years, the Company''s business will continue to grow in Europe. During the year, herbicides sales grew in sugar beet farming. The Company introduced new herbicides and fungicides in the market. Business in Germany rebounded with higher growth. However, due to low disease pressure in dry weather of Italy and Spain, usage of fungicides reduced there.

As regards rest of the world, double digit growth was recorded in Africa and some of the South East Asian countries. In turkey, new herbicides were successfully launched. The Company continues to introduce new products in different countries. Business has improved in China. In Australia, severe summer heat and drought conditions continue to prevail resulting in low usage of agrochemicals.

FUTURE OUTLOOK

This year, normal monsoons are predicted in India. Onset of timely monsoon will result in on time sowing thereby ensuring increase in overall planting acreages in Kharif crops like Rice, Cotton, Soybean and Corn. This will fuel economic growth by enhancing the farm productivity. The growth in farm sector income will affirmatively trigger the usage of Agrochemicals.

The special focus of Union Budget on Indian Agriculture is further expected to accelerate the growth in the farming sector. The announcements of various favorable policies like linking MSP to production costs, e-NAM (Online Market Place), 100% Tax deduction on profits to Farmers Producers Organizations (FPO) with a turnover below INR 100 crores and increase in the Agricultural Credit target by 10 % to INR 11 Lakh Crores will spur the economic growth of farmers. Focused impetus for Crop Insurance, Micro-irrigation, Food Processing and Agricultural exports will further lead to progress in the sector with a vision towards achieving the Government mandate of doubling farm Income by 2022. These policies will result in increasing the purchasing power of growers to go for higher investments anticipating better yields.

The global acceptability and demand of Company''s products is increasing at a fair pace due to the growing need and innovation driven products providing solutions in crop protection. Overall Agrochemical markets in Europe seems to be stable for this year without any drastic fluctuation. Markets in US and North America are showing signs of growth in terms of better value realization. With reduction in surfeit of inventory and rising commodity prices, Latin America could potentially see growth in 2018. Inroads of the Company portfolio into smaller markets of Africa and South East Asia with the help of stronger distribution will support further growth in these untapped markets. Company is building portfolio and investing in manufacturing to insulate itself from the growing crisis of crunch in supply and production in China because of policy changes. With the Company growing faster than the market, it augurs possibility of an overall promising year ahead.

DIVIDEND

Your Directors have recommended dividend of 400% i.e. H 8 per Equity Share of H 2 each for the financial year ended 31st March, 2018, 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 23rd August, 2018 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") the Company has formulated its Distribution Policy and the same has been uploaded on the website of the Company which can be accessed at https://www.uplonline.com/policies-compliances-announcements.

FINANCE

(a) Fixed Deposits

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2018.

(b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the notes to the Financial Statements.

(c) Changes in Paid-up Share Capital

During the year the Company has issued and allotted the following shares:

(i) 22,24,287 equity shares of H 2 each on conversion of Convertible Preference Shares and

(ii) 91,676 equity shares of H 2 each to Employees under Employee Stock Option Plan of the Company.

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and ability to meet its financial commitments. Company''s bank facilities have been rated by CARE as CARE AA (Stable) for long term facilities and CARE A1 for short term facilities and by CRISIL as CRISIL AA (Stable) for long term facilities and CRISIL A1 for short term facilities. Company''s Commercial papers are rated by CARE as CARE A1 and by CRISIL as CRISIL A1 . Company''s Non-Convertible Debentures are rated by CARE as CARE AA (Stable) and by Brickwork Ratings as BWR AA (Stable).

UPL Corporation Ltd., a wholly owned subsidiary of the Company, has been rated by S&P as BBB- (Positive), Moody''s Baa3 (Positive) & Fitch BBB- (Stable). It has issued 5 year USD 500 mn USD Denominated Senior Notes under 144A / Reg S in October 2016 and issued a 10 year USD 300 mn USD Denominated Senior Notes under Reg S in February / March 18.

ESOP

The details as required to be disclosed under the SEBI (Share Based Employee Benefits) Regulation, 2014 has been uploaded on the Company''s website at the link https://www.uplonline.com/policies-compliances-announcements

SAFETY AND ENVIRONMENT

Health and Safety

Health and safety remains to be a core area of importance for the Company with a motto of each person working for and on behalf of the Company "Alive and Well at the end of the Day".

Your Company has improved its safety performance in terms of the TRFR reduction by 42%, Lost Time Injuries by 42%, Process Safety Incidents by 60%, and Severity Index by 40%. However, this is not the end and The Company continues to work in pursuit of Achieving UPL Safety Vision - "To become one of the Best and Safest Chemical Manufacturing Companies in the world and achieve best in class in Safety by making Safety a way of Life". It will be heartening to note eleven units of the Company were incident free for the year 2017-18. Your Company has heavily invested in the infrastructure investment in its old plants to ensure the structural safety of the plants. Company has achieved marked improvements in its green field and brown field projects through various new initiatives under Construction and Contractor Safety Management System.

While New initiatives like Zero Leak Programme, Mistake proofing through Poka-yoke, Safety Abnormality reporting, 5S relaunch have helped safety performance improvement immensely, the Process Safety Management, Capacity Building through level 0,

1 & 2 training and several employee engagement initiatives are continuously being strengthened. Level 0, 1 & 2 trainings are training for safety and functional capacity building, an employee can take charge only after he/she has successfully passed the assessment. Your Company has a system of Internal & external safety audit and average compliances on 2nd and 3rd party audit have been a significant 94 %.

The testimony of performance reflects through several awards in EHS performance from reputed institutions like OSHAI, Frost & Sullivan, CII Green Business Centre, IGMC, FICCI, Golden Peacock to name a few. All the Indian units have been accredited with ISO 14001-2015 standard.

Transport Safety Management System: Since the Company receives and dispatches large number of Chemical Consignments either in Tankers or Trucks, the Company is pursuing to undertake risk assessment in this area. Company is working at a very advance stages with a third party expert to design the entire scheme for handling hazardous chemicals transport management system for the Company.

The Company believes that Sustainability is the best opportunity for business to drive smarter innovation and profitable growth. Sustainability ensure a fair society, living within environmental limits and creating a sustainable profitable business. The Company is constantly working to reduce environmental footprint and find innovative product solutions that benefit the environment. The Company''s environmental standards apply worldwide.

The Company''s commitment to environmental protection extends beyond the scope of legal requirements. The Company is committed to the chemical industry''s Responsible Care™ initiative and have set out the basic principles of this commitment in the Company''s Global Environmental Footprint Reduction Plan. Certified HSEQ management systems control its operational implementation.

This year Company has released Sustainability Report as per GRI guidelines. UPL Sustainable Development Plan is fully aligned with UN Sustainable Development Goals.

The Company has taken following initiatives this year to make our operating plant sustainable:

Reducing Environmental Impact

The target is to reduce 30% environmental footprint in our manufacturing plants by 2020 compared to 2015-16.

Water Consumption

Carbon Emissions

Waste Disposal

Wastewater Discharge

Target

Target

Target

Target

30% reduction in specific water consumption in our manufacturing plants by 2020.

30% reduction in specific CO2 emissions in our manufacturing plants by 2020.

30% reduction in specific waste disposal in our manufacturing plants by 2020.

30% reduction in specific wastewater discharge in our manufacturing plants by 2020.

Performance

Performance

Performance

Performance

In 2017-18, water consumption per tonne of production in the Company''s manufacturing plants reduced by 20% compared to 2015-16.

In 2017-18, CO2 emissions per tonne of production in the Company''s manufacturing plants reduced by 30% compared to 2015-16.

In 2017-18, waste disposal per tonne of production in the Company''s manufacturing plants reduced by 25% compared to 2015-16.

In 2017-18, wastewater discharge per tonne of production in the Company''s manufacturing plants reduced by 38% compared to 2015-16.

Specific Water Reduction Initiatives

Sustainable industrial water management plays a vital role in achieving future water security in a world where water stress will increase. The optimum utilization of all natural resources is an integral part of the Company''s commitment to sustainable development. Aiming to decrease abstracted water demand in our operating plants, following initiatives has been taken this year:

- Reduced the water consumption in ALP Red Phosphorus production in Vapi Unit 0.

- Reduced the water consumption in Clomazone, Devrinol production in Ankleshwar Unit 2.

- Utilized the hot water bath water in drum detoxification in Ankleshwar Unit 3.

- Enhanced the RO water utilization by 57% in last two years at Jhagadia Unit 5.

- Implemented water efficient equipment in manufacturing processes.

- Implemented metering, monitoring & targeting (MMT) to ensure the efficient performance of system.

- Dedicated technology group worked to reduce water demand.

Specific Carbon Emissions Reduction Initiatives

Greenhouse gases trap heat and make the planet warmer. Human activities are responsible for almost all of the increase in greenhouse gases in the atmosphere. Climate change due to greenhouse gas emissions will have a growing impact on business. Aiming to decrease carbon emissions in the Company''s operating plants, following initiatives has been taken this year:

- Reduced 30 % CO2 emissions by changing energy mix and by reducing specific energy consumption as compared to baseline 2015-16.

- Implemented energy efficient equipment in manufacturing processes.

- Implemented metering, monitoring & targeting (MMT) to ensure the efficient performance of system.

- Dedicated technology group worked to reduce energy consumption as well as CO2 emissions.

Specific Waste Reduction Initiatives

The Company has taken special care to reduce, recycle and eliminate hazardous as well as non-hazardous solid waste. Aiming to decrease waste disposal from the Company''s operating plants, following initiatives has been taken this year:

- Reduced 25 % specific waste disposal as compared to baseline 2015-16 from the Company''s operating plants by operational excellency.

- Converted the process waste of Pendimethalin and Glufocinate plant into sellable by-products in Jhagadia Unit 5.

- Reduced specific waste disposal by increasing the yield of PMP and UPH production in Vapi Unit 0.

- Implemented waste segregation practices for efficient waste management

- Implemented the practices of 4R (reduce, recycle, reuse, reprocess) concept in Hazardous waste management

- Recovered value added products from waste.

Specific Wastewater Reduction Initiatives

Aiming to decrease wastewater discharge from our operating plants, following initiatives has been taken this year:

- Reduced 38% specific wastewater discharge from 2015-16 baseline by operational Excellency.

- Reduction of effluent discharge in Unit 05 at Jhagadia by way of segregation and better recycling of different effluent streams. This is expected to result in better effluent management specially during the monsoon seasons.

- Adopted new technologies which use continuous manufacturing processes as against the current batch mode of manufacturing reactions. This not just reduces the footprint and consequent capex spends of the plant but also results in significant reduction in the quantity of effluent generated.

- Commercialized the volute technology for efficient dewatering of sludge. This will help us in efficient management of sludge generated from our wastewater treatment plants.

- Implemented metering, monitoring & targeting (MMT) to ensure the efficient performance of system.

- Dedicated technology group worked to enhance the environmental compliances and management standards thereby resulting in reduction of the utility and environmental footprint.

RESEARCH AND DEVELOPMENT

In order to fulfill the vision and the mission, Company has created multiple Research and Development Centres which are located in different countries spread across the Globe to provide services to the farmers at a pace which is required to overcome the problems faced by them. These Research and Development Centres are very effective in providing solutions to the regional as well as Global pest management issues.

The Research and Development Centres are equipped with state-of art facilities and highly qualified scientists. Company is engaged in developing technical products in a highly cost effective way and in providing pre-mix formulations which are more effective and economical to the farmer, safe to handle and environment friendly.

Every year Company introduces many new products in the market which are the result of the tireless work by the skilled scientists who develop these products. The products are designed following Green Chemistry Principles and desired safety considerations.

Company is very innovative in introducing pre-mix combinations of two or more active ingredients as effective pest-management and resistance management solutions. Scientists working on the projects develop these products at a fast pace to make the projects successful and quick market introduction of the products.

The formulations are tested extensively for bio-efficacy at the development stage before going to the market launch. Care is taken to develop safe, easy to handle and environmentally friendly formulations keeping in the mind "The Farmer First" motto of Company.

The Research and Development Centres also work on the existing products and processes been commercialized to make them more cost-effective or to improve the quality.

Company respects Intellectual Property of others and creates its own Intellectual property for the products and processes developed by the Research and Development Centres. Patents are obtained in the countries of interest and appropriate measures are taken to safeguard the IP.

Technical and formulation registration requires data generation like chemical composition, physico-chemical properties, toxicity and impurity profile, bio-efficacy, residue and packaging and so on. The required data is generated at Research and Development Centres and then gets the products tested at GLP laboratory to generate the data for submission to the regulatory authority in various countries.

Company is also giving importance to for Specialty and Industrial Chemicals for which the industrial processes are developed in the Research and Development Centres. R&D scientists are able to provide safe and economical processes which are successfully implemented for commercial production.

CORPORATE SOCIAL RESPONSIBILITY

''Doing Things Better'' is core to the Company''s DNA. Three simple words, which lie at the heart of the Company''s philosophy have been the guiding force in all community interventions. All of the Company''s CSR programs are driven by the belief that humankind is one community, where each member is responsible for the wellbeing of the other. Hence the Company''s interventions are not restricted to the development of the neighboring communities alone, but the Company works on programs that cater to the wider national interest too! Though the Company''s CSR efforts are focused in Gujarat, they have also touched lives in many other states including but not restricted to Maharashtra, West Bengal, Kashmir, Tamil Nadu and Himachal Pradesh.

In neighborhoods the Company''s focus is to work on the needs, strengths and growth priorities of the community. Hence in Dang district which is primarily an agricultural economy, the main focus is on providing sustainable livelihood from improved agricultural practices. Multiple interventions have been designed and implemented with the support of farmers groups at the village level. UPL Centre for Agricultural Excellence provides the much needed training support to the farmers. AKRSP SRI, Dang Paddy Development Program, BoriBagicha, use of mini drip irrigation, animal husbandry, providing water harvesting structure like dams and wells etc. have improved the productivity of the land thereby making agriculture more sustainable and profitable for more than 15,000 farmers.

The need assessment survey of the Company had brought out the fact that the per capita availability of land was small which led to disguised unemployment. Many youth and women in the region were not productively employed. The Company''s employment and entrepreneurship initiatives are focused on providing this segment with knowledge, skills and the motivation to take up entrepreneurship as an income generating opportunity. Skill based entrepreneurship development program provides training to start both farm and non-farm based enterprises. Four UPL Niyojaniy Kendra''s are providing training to youth in the region on industrial skills like welding, fitting, electrical etc. Once trained these youth get gainfully employed in the neighboring industries. UPL Udyamita with more than 1300 women members is another intervention that focuses on making women financially independent through self-help groups.

Another focus area for the Company is the conservation and preservation of flora and fauna. UPL Social Forestry aims at a forestation and rehabilitating the degraded forest and common lands with active support from the community. Under UPL Social Forestry a total 71,351 plants were planted and is being properly maintained at different community sites which covers 163.73 acres of community land. The Company has also planted 1,20,000 Mangrove plants spread across 60 acres of land in the coastal belt in Vagra block, DAHEJ. Innovatively, the Company adopted different participatory approach to execute the UPL Social Forestry that has led to sustain the plantation and project. Sarus Conservation project has made some impressive progress since inception 3 years back. Sarus protection groups are actively working towards protection of nests, eggs and juvenile Sarus. Around 80 Eco Clubs have made thousands of children aware about the importance of nature preservation.

The Company has built 36 toilet blocks in community school/public places under UPL School Sanitation Project and are driving hygenic behavior through toilet blocks. Girls safety, Home safety, Industrial safety and Road safety programs make the target population (more than 10,000 till date) aware of the safety measures to avoid untoward incidents.

UPL Unnati program has been taken up to help community based organizations of Mumbai to improve their capabilities and thereby work with the community in a better way. The Company is supporting Global Parli project (Maharashtra) which is working to make Parli tehsil a model for others to follow. Vandri cluster development program is another initiative that is working towards improving the quality of life of villagers in Vandri which is a very remote village in Gujarat not equipped with basic facilities.

The Company also support the relief efforts of the government in times of natural disasters. Last year the Company provided food packets to the flood affected people in Banaskantha district of Gujarat. Similarly the Company donated INR 25 lacs for rehabilitation of flood victims in Assam.

The Company''s international subsidiaries and sister concerns share development ethos. UPL Brazil works on a complimentary education program empowering the local youth to lead meaningful lives. UPL

Colombia is responding to surrounding communities "whole life cycle" need by promoting the social and economic development through education, entrepreneurship and the conservation of the environment. UPL Argentina has establishing Social Security office at plant for every neighbor community (in the past they need to travel 46 km to have access to social security office). UPL Mexico has been collecting and distributing winter clothing to the poorest of the poor since 2015. UPL Tanzania has been supporting small farmers who are totally dependent on Sunflower farming for their existence.

The Annual Report on CSR activities is annexed to this report as "Annexure 1".

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has in place whistleblower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Company has posted this policy on its website and the link is https:// www.uplonline.com/policies-compliances-announcements.

The Chairman of the Audit Committee oversees this policy. As per the policy, any employee or director can directly communicate with the Chairman of the Audit Committee to report any actual/ suspected fraud or non-compliance.

In earlier year, the Company made all efforts to create awareness among the employees about the Policy. The Company also made all efforts to create awareness about the policy among the employees, who have joined during the year. The policy ensures complete protection and no victimization or discrimination to the whistleblower. Total confidentiality of the proceedings of the policy is maintained.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has implemented a policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. This policy covers all women-permanent, temporary or contractual workers. The policy is very strictly enforced by the Company. The Policy is communicated to all the employees by placing it on the website of the Company and all the employees have confirmed their abidance.

During the year, the workshops were arranged, conducted by an esteemed agency, to educate the employees, who have joined during the year, across the Company to uphold dignity of their colleagues at the workplace and prevent sexual harassment.

An internal committee, consisting of mainly women staff and one woman from an NGO, is formed to attend and redress complaints relating to sexual harassment. At each unit of the Company, subcommittees are formed to receive any such complaints and address and redress the same, in consultation with the main committee.

Strict implementation of the policy is to ensure women staff to work with dignity in a safe environment free from sexual harassment at the workplace and provide equality in working conditions. During the year, the Company has not received any complaint of sexual harassment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has robust systems for internal audit, risk assessment and mitigation and has an independent Internal Audit Department with well-established internal control and risk management processes both at the business and corporate levels.

Internal Audit function plays a key role in providing to both the operating management and to the Audit Committee of the Board, an objective view and re-assurance of the overall internal control systems and effectiveness of the Risk Management processes and the status of compliances with operating systems, internal policies and regulatory requirements across the company including its subsidiaries. Internal Audit also assesses opportunities for improvement in business processes, systems and controls and provides recommendations designed to add value to the operations.

The scope and authority of the Internal Audit Department is derived from the Annual Audit Plan approved by the Audit Committee at the beginning of the year. Internal Audits are performed by an in-house team of qualified professionals on the basis of comprehensive risk-based audit plan. Every quarter, the Audit Committee is presented with key internal controls issues/audit observations and action taken update on the internal controls issues/audit observations highlighted in the previous Audit Committee presentations.

Internal Controls over Financial Reporting:

Exercise for evaluating the adequacy of Internal Financial Controls and their Operating Effectiveness is carried out every year. This activity includes understanding and testing of Internal Financial Controls and evaluating their operating effectiveness based on the assessed risk factors. During the year, the effectiveness of the controls was validated. No reportable material weaknesses in design and effectiveness was observed.

From time to time, the Company''s systems of internal controls covering financial, operational, compliance, IT applications, etc. are reviewed by external experts too. Presentations are made to the Audit Committee on the findings of such reviews.

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management Framework to identify and evaluate various business risks faced by the Company. Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee is appointed, consisting of three Executive/Promoter Directors of the Company. Regular Committee meetings are held every quarter. Inputs are taken from senior executives and thereafter various risks are identified and mitigating plans are developed to resolve such risks.

Some of the key business risks viz., Industry Risks, R&D Risk, Currency Fluctuation Risk and their mitigation plans were included in the Directors'' Report of 2016-17. Some of the additional key business risks identified during the year and their mitigation plans are as under:

Liquidity Risks: The Company requires very sound base of working capital. During the off-season the Company cannot afford to have huge inventory and receivables as this will result into delayed payment to the creditors. It is very important that the Company enjoys a fair amount of liquidity of funds. Liquidity risks could impact the debt repayment capabilities of the Company and thereby the Company''s name in the market will be affected. To mitigate this risk, the Company''s business enjoys adequate liquidity. It has a very comfortable debt equity position. The Company is earning cash profit of more than H 2500 crores. The working capital management is also very sound and at present the Company''s net working capital stands at 90 days of turnover. Considering all this, the Company does not expect liquidity to be a major concern.

HR Risks: The Company has a huge workforce. Globally it employs around 5000 people who are from diverse nationalities, geographies and varied culture. The function of HR therefore becomes very important. A poor HR policy could impact productivity and profitability of the Company. To mitigate this risk, the present HR strategy has fostered cross functional coordination across all countries. Even though large number of workforce is employed in different countries they all follow the same corporate culture of the Company. The senior management team is visiting various plants and offices of the Company regularly and relations at all these places is very cordial and tension free. In fact, the Company is certified as a "Great Place to Work" in India as well as in Brazil. The Company will continue to put in more efforts and see that HR functions are carried out properly and professionally.

Cyber Security Risks: In the hyper connected world the Company has provided its employees mobiles, laptops and tablets to enable them to perform their functions effectively. However there are lots of security threats to the data of the Company and the confidential data may go to unauthorized persons by way of hacking of mobile, laptops and tablets. It is pointed out there is no such thing as perfect protection. The bigger the organization and more complex in nature, it becomes a target for data security risks. It is necessary to provide for preventive measures to ensure lower risks, early detection of risks and cost effective data security systems. The goal is to build a sustainable cyber security program that governs protection and ensures enablement to employees and others in right proportion. To mitigate this risk, the control measures taken by the Company include continuous monitoring of data security systems, providing access only to required staff, security incidents and event monitoring and prevention of loss of data. Continuous risk assessment and monitoring is necessary. The various layered security controls have been established.

Recently there have been cyber threats all over the world. Ransomware had affected some of the global organizations, however there was no impact on the Company. This was because of the mitigating steps taken by the Company such as blocking vulnerable ports and services, communicating throughout the organization by sending awareness mailers etc.

Reputation Risks: Due to a large organization set up and employing many people across the globe as also non-observance of the policies and pre-determined procedures and SOPs can result at times into risk of damage to the reputation of the Company. The Company deals with various stakeholders and if they are not attended properly and are not provided with quality products and services, Company''s image will get spoilt. If suppliers are not paid in time or the employees who are leaving the organization do not get their dues in time the Company suffers the risk of reputation. To mitigate this risk, the finance department and the HR department take care to see that the suppliers are paid in time and all government dues are cleared on time. The collection are made in time and there is no overtrading. All the employees of the Company are required to sign integrity policy when they join. This ensures that there are no chances of corruption or favoritism against any employee. The Company follows this policy diligently. The Company''s share department along with Registrar and Transfer Agents ensure that quality services are provided to the shareholders and all their genuine complaints are attended properly.

The Company carries out lots of social activities, contributes to various NGO''s and educates the farmers continuously. The Company is conscious of the fact about the negative image of the Agro Chemical industry in the society and to safeguard the interest of the Company the Company takes various awareness measures and makes timely representations to various authorities. The Company ensures that all its products are of the right quality. The Company ensures that at all plants there is no pollution and environment protection assurance is the top most priority. If required, the Company legally fights against some motivated NGO''s to see that there are no false allegations against the Company and its reputation does not get damaged.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES Shroffs United Chemicals Limited:

This is engaged in trading activities in a very limited way.

SWAL Corporation Limited:

SWAL Corporation limited is engaged in distribution and marketing of agro chemical formulations and organic fertilizers in India. The Sales Turnover for the year is H 666 Cr and the Profit before tax is H 44 Cr.

Optima Farm Solutions Ltd:

Optima farm solutions ltd is engaged in the manufacture of agrochemicals in Jammu. The Company has made sales of H 174 Cr in the current year.

UPL Europe Ltd.:

UPL Europe is engaged in the production and distribution of Agrochemicals in UK & Europe. The company has a formulation production site at Sandbach, UK and a sales office at Warrington, UK. The Turnover for the year ended 31st March 2018 is H 866 Cr and the Profit before tax is H 67 Cr.

UPL Deutschland GmbH:

UPL Deutschland GmbH is engaged in the distribution of formulated products in Germany & Austria. The Turnover for the year is H 331 Cr and the Profit before tax is H 10 Cr.

UPL Polska Sp z o o:

UPL Polska is engaged in the sales and marketing of formulated products in Poland. The business in this Company has been on a very low scale.

UPL Benelux B.V.:

UPL Benelux BV is engaged in the distribution of formulated products in Benelux and Switzerland. The Turnover for the year is H 336 Cr and the Profit before tax is H 23 Cr.

Cerexagri B.V. - Netherlands:

Cerexagri BV is a manufacturing entity specializing in EBDC based fungicides. It has a technical and formulation facility based in Rotterdam. The Sales Turnover for the year ended 31st March 2018 is H 975 Cr and the Profit before tax is H 27 Cr.

Blue star BV:

Blue Star BV is the Holding company for Neo Fog SA.

United Phosphorus Holdings Cooperatief U.A.:

United Phosphorus Holdings Cooperatief U.A. is the holding company for United Phosphorus Holdings B V Netherlands.

United Phosphorus Holdings B.V, Netherlands:

United Phosphorus Holdings BV is the holding company for entities in Europe & Rest of the world.

United Phosphorus Switzerland Limited:

United Phosphorus Switzerland is providing management services and holding investments and registrations for the Company''s products.

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

Decca Worldwide Post-harvest Holdings Cooperatief UA is the holding company for Decco Worldwide Post-Harvest Holdings BV.

United Phosphorus Holding, Brazil B.V. (Formerly known as Regentstreet B.V.):

United Phosphorus Holdings Cooperatief U.A. is the holding company in Brazil.

UPL Italia S.R.L.:

UPL Italia S.R.L is engaged in the distribution of formulated products in Italy. The Turnover is H 329 Cr and the Profit before tax for the year ended 31st March 2018 is H 14 Cr.

UPL IBERIA, SOCIEDAD ANONIMA:

UPL Iberia is engaged in the distribution of formulated products in Spain & Portugal. The Turnover is H 145 Cr and the Profit before tax is H 7 Cr.

Decco Worldwide Post-Harvest Holdings B.V.:

This is the holding company for other Decco entities, and holds registrations for these entities.

Transterra Invest, S. L. U. Spain:

Transterra Invest, S L is the holding company for group entities in Spain and Latin America.

Cerexagri S.A.S. :

Cerexagri SAS is a supply chain company for the group with 3 key production facilities in France involved in the production of Copper & Sulphur based fungicides. It has a formulation facility at Bassens to formulate herbicides and insecticides. The Sales Turnover for the year ended 31st March 2018 is H 451 Cr and the Profit before tax is H 27 Cr.

Neo-Fog S.A.:

Neo-Fog S.A is engaged in the distribution of Anti-sprouting herbicides in the French domestic market. The Turnover for the year ended 31st March 2018 is H 38 Cr and the Profit before tax is H 6 Cr.

UPL France:

UPL France SAS is engaged in the distribution of formulated products in France. Products are sourced from UPL''s manufacturing facilities in Europe and India, as well as locally formulated in toll manufacturing facilities. The Turnover is H 403 Cr and the Profit before tax is H 32 Cr.

UPL Corporation Limited, Mauritius:

UPL Corporation does trading business and also holds investments for the group. The Turnover is H 2386 Cr and the Profit before tax is H 197 Cr.

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

Decco Iberica is involved in fabrication & commercialization of chemical products, waxes & fungicides, as well as the machinery used for their application. The Turnover is H 117 Cr and the Profit before tax is H 15 Cr.

Limited Liability Company UPL:

Limited Liability Company UPL is engaged in the distribution of technical and formulated products in Russia and other CIS countries. The Turnover for the year ended 31st March 2018 is H 28 Cr and the Profit before tax is H 2 Cr.

United Phosphorus Inc., U.S.A.:

United Phosphorus Inc is engaged in the distribution of AI''s as well as formulated products in the United States and Canada. UPI also provides technologies for pest management, aquatics, Turf & Ornamental as well as fumigants for grain storage. The Turnover is H 2,883 Cr and the Profit before tax is H 55 Cr.

Canegrass:

Canegrass is Company for the distribution of Asulam (Sugarcane Herbicide) in the USA.

RiceCo LLC:

RiceCo LLC is dedicated to meet specific technology needs of rice farmers in the USA. Its turnover during the year is H 242 Cr and Profit before tax is H 11 Cr.

Decco US Post Harvest Inc, USA:

Decco US Post Harvest Inc is engaged in the production and selling of post harvest products and fumigants for use in the treatment of fresh agricultural produce. It has manufacturing facilities in Monrovia, CA and Yakima WA. Turnover for the year is H 247 Cr and Profit Before Tax is H 8 Cr.

RiceCo International, Inc. Bahamas:

RiceCo International is a rice focused company operating mainly in Asia and Latin America. The Turnover for the year is H 249 Cr and the Profit before tax is H 29 Cr.

UPL Limited, MAURITIUS:

UPL Mauritius does Trading business. The Turnover for the year is H 960 Cr and the Profit before tax is H 306 Cr.

UPL LIMITED, Gibraltar:

UPL Limited Gibraltar does Trading operations. The Turnover for the year is H 2969 Cr and the Profit before tax is H 299 Cr.

United Phosphorus Cayman Limited:

United Phosphorus Cayman Ltd, is a holding Company. The Turnover for the year is H 300 Cr and the Profit before tax is H 8 Cr.

UPL Agro SA DE CV:

UPL Agro SA DE CV is engaged in sales and marketing of branded formulations in Mexico. This entity received the ESR award on parameters of business ethics, environment and community engagement. The Turnover for the year is H 436 Cr and the Profit before tax for the year is H - 3 Cr.

Decco Jifkins Mexico Sapi:

Decco Jifkins Mexico, SAPI De CV is primarily engaged in purchase, sale, distribution and import of goods and service in post harvest for fruits and vegetables in Mexico. The Turnover for the year is H 9 Cr. and the Profit before tax for the year is H - 2.

Uniphos Industria e Comercio de Produtos Quimicos Ltda:

This is a holding company of UPL Do Brasil-Industria e Comercio de Insumos Agropecuarios S.A..

UPL Do Brasil - Industria e Comercio de Insumos Agropecuarios

S.A.:

United Phosphorus do Brazil Ltda has a strong distribution network in Brazil for its AI''s as well as formulated sales. It is located in Campinas and also has a manufacturing facility in Ituverava. The Sales Turnover for the year is H 3,594 Cr and the Profit before tax for the year is H 52 Cr.

UPL Costa Rica S.A.:

UPL Costa Rica SA is engaged in marketing and distribution of Agro chemicals in Costa Rica. It also provides value added services such as contract spraying. The Turnover for the year is H 330 Cr and the Profit before tax for the year is H -10 Cr.

UPL Bolivia S.R.L:

UPL Bolivia is engaged in the sales and marketing of agro chemicals in Bolivia. The Turnover for the year is H 37 Cr and the Profit before tax for the year is H 5 Cr.

Icona Sanluis S A - Argentina:

Icona Sanluis SA is a manufacturing and marketing company for selling formulated products in Argentina. It has a manufacturing plant in San Luis, Argentina. The Turnover for the year is H Nil and the Profit before tax for the year is H -4 Cr.

DVA Technology Argentina S.A.:

DVA Technology Argentina holds registrations in Argentina.

UPL Argentina S A:

The company is a manufacturing and marketing company for selling formulated products in Argentina. It has a manufacturing facility in Abott, Argentina. The Turnover for the year is H 393 Cr and the Profit before tax for the year is H -90 Cr.

Decco Chile SpA:

Decco Chile SpA provides post harvest solutions to maintain the quality of fresh fruits and vegetables. The Turnover for the year is H 44 Cr and the Profit before tax for the year is H 8 Cr.

UPL Colombia SAS:

UPL Colombia is engaged in sales and marketing of agro chemicals for the Andean markets - Venezuela, Ecuador, Peru and Colombia. The Turnover for the year is H 143 Cr and the Profit before tax for the year is H -10 Cr.

UP Aviation Limited, Cayman Island:

UP Aviation Ltd owns the aircraft for Business purposes.

UPL Management DMCC:

UPL Management DMCC provides management services. The Turnover for the year is H 96 Cr and the Profit before tax for the year is H 26 Cr.

UPL Australia Limited:

UPL Australia is engaged in sales and marketing of branded agro chemicals in Australia. It holds the registrations as well as inventory for prompt supply of material to service local demand. The Turnover for the year is H 143 Cr and the Profit before tax for the year is H 10 Cr.

UPL New Zealand Limited:

UPL New Zealand is engaged in distribution of Agro Chemicals in New Zealand. It holds the registrations as well as inventory for prompt supply of material to service local demand. The Turnover for the year is H 7 Cr and the Profit before tax for the year is H 1 Cr.

UPL Shanghai Ltd:

UPL Shanghai is engaged in distribution of Company''s products in China. It has purchased office in Shanghai and is engaged in purchase of actives and intermediates required by manufacturing facilities globally.

UPL Limited Korea:

UPL Korea was formed to grow UPL''s agro chemical and fumigation business in Korea. The Turnover for the year is H 3 Cr and the Profit before tax for the year is H 1 Cr.

PT.UPL Indonesia:

UPL Indonesia is doing business in Indonesia. It mainly caters to the requirements of strategic partners like Nufarm, FMC ad other top local companies as well as semi-government organization. The Turnover for the year is H 87 Cr and the Profit before tax for the year is H 6 Cr.

PT Catur Agrodaya Mandiri, Indonesia:

The major business is branding and distribution of formulated products through a network of distributors in Indonesia. The company holds 50 plus registrations and has successfully commercialized most of these. The Turnover for the year is H 49 Cr and the Profit before tax for the year is H -2 Cr.

UPL Limited, Hong Kong:

UPL Hong Kong is engaged in the sales and marketing of agro chemicals in Hong Kong. It also acts as a supply source of raw material purchases of the manufacturing facilities. The Turnover 31st March 2018 is H 555 Cr and the Profit before tax is H 21 Cr.

UPL Philippines Inc.:

UPL Philippines is engaged in the distribution of agro chemicals in Philippines. It holds registrations and inventory for servicing domestic demand. It also provides value added services to plantation business in Philippines. The Turnover is H 93 Cr and the Profit before tax is H 1 Cr.

UPL Vietnam Co. Ltd.:

UPL Vietnam is engaged in the manufacturing and marketing of branded agro chemical formulations in Vietnam. It also exports its production to Australia, South East Asia and few African countries as well, other than catering to local demand.The Turnover is H 185 Cr and the Profit before tax is H 27 Cr.

UPL Limited, Japan:

This entity is for registering and selling UPL products in Japan. The local presence in Japan has boosted access to Japanese technology and expertise, and built relations with other Japanese companies. UPL Japan sells both AI''s as well as branded products which are formulated and repacked locally. It has a JV with Hodogaya Chemical Co Ltd with headquarters in Tokyo and research laboratory center at Tsukuba. The Turnover is H 196 Cr and the Profit before tax is H 3 Cr.

Anning Decco Fine Chemical Co. Limited, China:

Anning Decco is a joint venture in China. The company is engaged in the production and distribution of Shellac. The Turnover for the year is H 23 Cr and the Profit before tax is H Nil.

UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi:

The Company has a strong distribution network as well as brand presence in Turkey (mainly western region). The Turnover is H 157 Cr and the Profit before tax is H -20 Cr.

UPL Agromed Tohumculuk Sa,Turkey:

UPL Agromed has a strong marketing presence in the eastern part of Turkey. It also has a manufacturing and repacking facility in Turkey. The Turnover is H 110 Cr and the Profit before tax is H -4 Cr.

Safepack Products Limited, Israel:

Safepack is engaged in the production and distribution of PostHarvest Products in Israel and export to neighboring countries. The Turnover is H 36 Cr and the Profit before tax is H -4 Cr.

Citrashine (Pty) Ltd, South Africa:

Citrashine is engaged in the manufacturing and distribution of chemicals and waxes for the post harvest treatment of fruits and vegetables and operates primarily in South Africa. The Turnover is H 32 Cr and the Profit before tax is H -1 Cr.

Decco Portugal Post Harvest, Unipessoal LDA (formerly known as UPL Portugal Unipessoal LDA):

Decco Portugal Unipessoal LDA is a new entity which will start operations shortly.

Decco Italia SRL, Italy:

Decco Italia SRL is engaged in the production and selling of postharvest products and fumigants for use in the treatment of fresh agricultural produce. The Turnover is H 43 Cr and the Profit before tax is H 5 Cr.

UPL Paraguay S.A.:

UPL Paraguay is engaged in the sales and marketing of agro chemicals in Paraguay. The Turnover is H 29 Cr and the Profit before tax is H -5 Cr.

UPL Africa SARL:

UPL Africa is established for sales in African region. It holds registration for sales in CILSS countries in Africa.

Advanta Seeds International, Mauritius:

Advanta Seeds International is engaged in distribution and marketing of seeds in the various countries. The Sales Turnover for the year is H 697 Cr and the Profit before tax is H 75 Cr.

Advanta Seeds DMCC (formerly known as Advanta Seeds JLT):

Advanta Seeds DMCC is engaged in distribution and marketing of seeds in the UAE. The Sales Turnover for the year is H 34 Cr and the Profit before tax is H -9 Cr.

PT Advanta Seeds, Indonesia:

PT Advanta Seeds is engaged in distribution and marketing of field Corn and Sweet Corn seeds in Indonesia. The Sales Turnover for the year is H 70 Cr and the Profit before tax is H 16 Cr.

Advanta Holdings B.V., Netherlands:

Advanta Holdings B.V. is engaged in distribution and marketing of seeds in Europe. The Sales Turnover for the year is H Nil and the Profit before tax is H -17 Cr.

Advanta Semillas SAIC:

Advanta Semillas is engaged in distribution and marketing of Sorghum corn sunflower seeds in Argentina. The Sales Turnover for the year is H 193 Cr and the Profit before tax is H -37 Cr

Advanta Netherlands Holding B.V.:

Advanta Netherlands Holding B.V. is engaged in distribution and marketing of and research and technical solutions to farmers & breeders into seeds in the Netherlands and Europe. The Sales Turnover for the year is H 32 Cr and the Profit before tax is H -6 Cr,

Pacific Seeds Holdings (Thailand) Limited:

Pacific Seeds Holdings is holding Company. The Profit before tax is H Nil, largely contributed by other income.

Pacific Seeds (Thai) Limited:

Pacific Seeds (Thai) is engaged in distribution and marketing of seeds in Thailand. The Sales Turnover for the year is H 360 Cr and the Profit before tax is H 110 Cr

Advanta Comercio De Sementas Ltda.:

Advanta Comercio is engaged in distribution and marketing of Sorghum Soyabean Canola Corn seeds in Brazil. The Sales Turnover for the year is H 89 Cr and the Profit before tax is H-92 Cr.

Advanta Seeds Pty Ltd (Formerly, Pacific Seeds Pty Ltd):

Advanta Seeds Pty Ltd is engaged in distribution and marketing of Sorghum, Corn and Canola seeds in Australia. The Sales Turnover for the year is H 253 Cr and the Profit before tax is H 23 Cr.

Advanta US LLC (formerly known as Advanta US Inc):

Advanta US LLC is engaged in distribution and marketing of Hybrids of Corn, forage sorghum,Grain sorghum seeds in the US and Mexico. The Sales Turnover for the year is H 137 Cr and the Profit before tax is H -57 Cr.

Details of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:

a) New subsidiaries:

1. UPL Jiangsu Limited

2. UPL Agro Limited Mauritius

3. Riceco International Bangladesh Ltd

4. Uniphos Malaysia Sdn Bhd

b) New associate:

1. Serra Bonita Sementes S.A.

c) Cessation of subsidiaries:

1. UPL Africa SARL

2. UPL Limited Mauritius MATERIAL SUBSIDIARY

The Company does not have any material subsidiary as per the parameters laid down by the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The same can be accessed on https://www.uplonline.com/ policies-compliances-announcements.

INSURANCE

All the properties and operations of the Company have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material order passed by the Regulators or Courts.

AUDITORS a) Statutory Auditors

At the 33rd Annual General Meeting of the Company held on 8th July, 2017, the Members of the Company have approved the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 (five) years from the Company''s financial year 2017-18, to hold office from the conclusion of 33rd Annual General Meeting of the Company (subject to ratification of their appointment at every Annual General Meeting, if required under the Act).

However, pursuant to the Companies Amendment Act, 2017 which was notified on May 7, 2018, the provision related to ratification of appointment of auditors by Members at every Annual General Meeting has been done away with.

The report of the Statutory Auditors along with the Notes to Schedules forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.

b) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost account records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs RA & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2018-19 on a remuneration of H 7.00 lakhs. The Cost Auditors have submitted a certificate of their eligibility for such appointment. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs RA & Co., Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

For the year 2017-18, the due date for filing the Cost Audit Report is 27th September, 2018 and the same will be filed in due course. The Cost Audit Report for the year 2016-17 was filed on 28th August, 2017.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs N.L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure 2".

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013.

DEPOSITORY SYSTEM

98.91% of the total paid-up equity shares of the Company are dematerialized as on 31st March, 2018.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Vikram Rajnikant Shroff (DIN: 00191472) and Mr. Arun Chandrasen Ashar (DIN: 00192088), Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The earlier appointments of Mr. Rajnikant Devidas Shroff (DIN: 00180810) as Chairman and Managing Director of the Company and Mr. Arun Chandrasen Ashar (DIN: 00192088) as Whole-time Director designated as Director-Fi nance expire on 30th September, 2018. The Board of Directors has re-appointed Mr. Rajnikant Devidas Shroff (DIN: 00180810) as Managing Director and Mr. Arun Chandrasen Ashar (DIN: 00192088) as Whole-time Director designated as Director-Finance for further period of 5 (five) years, with effect from 1st October, 2018 and subject to the approval of the Members and upon the terms and conditions as set out in the notice convening the 34th Annual General Meeting of the Company.

The special resolutions seeking approval of the Members of the Company for the re-appointment of Mr. Rajnikant Devidas Shroff and Mr. Arun Chandrasen Ashar have been incorporated in the notice of the 34th Annual General Meeting of the Company along with brief details about them.

The information of Directors seeking re-appointment as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the notice convening the Annual General Meeting of the Company.

During the year, Mr. Pradip Madhavji (DIN: 00549826), Independent Director has resigned from the Board of Directors of the Company with effect from 27th April, 2018 for personal reasons. During his tenure, he was Lead Independent Director and was Chairman of Audit Committee and Stakeholders Relationship Committee. The Board wishes to place on record its appreciation for his valuable advice and efficient discharge of his duties during the period of almost last fifteen years. The Company acknowledges his pragmatic approach and immense contribution in handling various issues diligently.

All the independent directors have given declaration that they meet the criteria of independence laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 (10) and 25(4)(a) of the Listing Regulations, the evaluation process for performance of the Board, various committees and directors was carried out. Each director was provided a questionnaire to be filled up, providing feedback on the overall functioning of the Board and the committees. The questionnaire covered various parameters such as composition, execution of specific duties, quality and timeliness of flow of information, discussions and deliberations of different items of agenda, independence of judgments, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management.

Evaluation of individual director was also carried out and parameters such as contribution, attendance, expertise, decision making and other related factors were considered in this exercise.

The Independent Directors held a meeting on 25th January, 2018 to review the performance of evaluation of the Non-independent/No promoter Directors and the entire Board including the Chairman. The Independent Directors expressed complete satisfaction of the professionally managed overall functioning of the Board, various committees as well as all the directors of the Company. They appreciated the knowledge and expertise of the Chairman and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Policy for selection and appointment of directors, senior management and their remuneration. The Board recognizes that the various Committees of the Board have very important role to play to ensure highest standards of corporate governance. The Chairman of the Board and other Executive Directors form broad policies and ensure their implementation in the best interests of the Company.

The Criteria for selection of directors and senior management are mainly qualifications, experience, integrity, independence of the directors, etc.

The remuneration to Non-executive Directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the Non-executive, Non-Promoter Directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options under the Stock Option Scheme of the Company.

The remuneration to the Managing Director and other Executive Directors consist of monthly salary, allowances, perquisites, commission and other retirement benefits. The remuneration payable to them is subject to the approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

In respect of senior management, the remuneration is based on the performance, company''s performance, targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.

Through the Familiarization programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company''s vision, core values, ethics and corporate governance practices.

At the time of appointment of independent director, a formal letter of appointment is given to him, which explains his role, responsibility and rights in the Company.

Subsequently they are appraised of the Company''s policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to appraise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company. Eminent personalities are invited to educate the independent directors about the latest happenings relevant to the duties, rights and responsibilities of the independent directors.

Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company https:// www.uplonline.com/ policies-compliances-announcements.

PERSONNEL

As on 31st March, 2018, the Company has 3865 employees in India, and 4784 employees globally.

The Company has always believed that its people are its biggest asset. The year 2017-18 saw several key initiatives to nurture on our core values.

The initiatives taken during the year

1. SUPPLY CHAIN ACADEMY

The Supply Chain Academy launched in the year 2016 saw a tremendous response. Total 1263 employees were covered under this training initiative where the employees were given training in Safety, Skill Up gradation and other behavior aspects.

2. SAKSHAM PRPJECT

Saksham Project launched for conducting Development Centres for the Sales Workforce. 497 employees. The aim was to impart Functional and Technical Competencies to the Sales Workforce and building capability

3. GLOBAL LEADERSHIP PROGRAM

Global Leadership Program - Winning in the Market Place launched for the Global Leaders who have potential to grow along with the organization. The aim is to enable identified individuals to unlock their full potential and be effective leaders and contribute in building the strategy.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexures 3 and 4 hereunder and forms part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sections 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 5 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That such accounting policies as mentioned in Note 2.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussions and Analysis Report forms part of this Report. Auditor''s certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

Dealing with securities which have remained unclaimed

Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in the process of sending reminders to those Members whose share certificates have remained unclaimed, to contact the Company immediately in the matter. The Registrar and Transfer Agent M/s Link Intime India Pvt. Ltd. is in the process of compiling the data for unclaimed shares. The Company, now after following the prescribed procedure will dematerialize unclaimed shares which are retained with the Company. These shares would be held by the Company on behalf of the holders of such shares in an "Unclaimed Suspense Account" to be opened with a depository. At the end of seven years, hereof, these shares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed in respect of such shares shall also be held in a separate suspense account and would likewise be transferred to IEPF at the end of seven years.

Members may note that the lawful claimant in respect of these shares / dividend will be able to claim such shares dividend from the Company till such time they remain in the unclaimed suspense account as aforesaid.

BUSINESS RESPONSIBILITY REPORTING

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial statements are prepared for the year 2017-18 in compliance with the provisions of the Companies Act, applicable Accounting Standards and as prescribed under the SEBI regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditors Report thereon form part of the Company''s Annual Report. They are also put up on the website of the Company https:// www.uplonline.com/upl-financial-reports.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 6".

LISTING OF THE COMPANY''S EQUITY SHARES

The equity shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

Mumbai On behalf of the Board of Directors

27th April, 2018

Registered Office:

3-11, G.I.D.C., Vapi Rajnikant Devidas Shroff

Dist. Valsad, Gujarat Chairman & Managing Director

Pin: 396195. (DIN: 00180810)


Mar 31, 2017

To,

The members of UPL Limited

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2017.

Financial Results (Rs,incrores)

Consolidated

Standalone

1 Current Year

Previous Year

Current Year

Previous Year

Total Revenue

17124

14660

7602

6758

Earnings before interest, tax, depreciation, amortization, exceptional, prior period adjustments and minority interest

3429

2711

1268

1319

Depreciation/amortization

672

676

655

619

Finance Cost

735

704

149

192

Exceptional items

81

129

46

-

Prior period adjustments

-

-

-

-

Loss from Associates

19

85

-

-

Profit before tax

1922

1117

418

508

Provision for taxation

-

-

-

-

Current tax

298

342

89

107

MAT credit entitlements

-

-

-

-

Deferred tax

(109)

(177)

84

16

Tax effect of earlier year

-

-

-

-

Profit after tax

1733

952

245

385

Minority Interest

6

12

-

-

Net profit for the year

1727

940

245

385

OPERATIONAL PERFORMANCE

The Company has delivered another year of good results.

Some of the financial highlights of the Company''s global performance are as under:

a) Revenue from operations increased by 16% to Rs,16,680 crores.

b) EBIDTA improved by 23% to Rs,3223 crores

c) Profit before taxes have gone up by 52% to Rs,2,022 crores.

d) Profit after taxes have gone up by 57% to Rs,1,833 crores.

Region wise performance highlights are as under.

In India, the market for agrochemicals grew by about 9%. While cotton acreage reduced, mainly in the North, there was significant increase in pulses and oilseed planted area. In some parts of the country like Karnataka, Tamil Nadu, Andhra

Pradesh and Maharashtra erratic rainfalls adversely affected the sales. Due to good rains elsewhere, agrochemical usage in both Kharif and Rabi seasons increased. The Company increased its strategic focus on vegetable and fruit crops, apart from traditional food crops. Due to all of this, some of its brands recorded highest ever sales. During the year, the Company introduced new bio-based and nutritional products. Company''s policy to engage with customers was implemented very successfully. The Company sprayed 2 lakh acres of farm land in various parts of the country. It has also enrolled 14 lakh farmers under its Adarsh Kisan Centre programme and this number is likely to increase significantly in coming years. All these initiatives made the Company achieve above industry average growth in India. During the year, demonetization of high value currency notes affected the collections for a brief period but now, the market has rebounded.

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

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

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

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

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

FUTURE OUTLOOK

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

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

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

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

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

DIVIDEND

Your Directors have recommended dividend of 350% i.e. Rs,7 per Equity Share of Rs,2 each for the financial year ended 31st March, 2017, 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 8th July, 2017 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") requires top 500 listed companies, based on the market capitalization, to formulate Dividend Distribution policy. In compliance of the said requirement, the Company has formulated its Dividend Distribution Policy. The Policy is uploaded on the website of the Company which can be accessed at www.uplonline. com

FINANCE

(a) Fixed Deposits

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2017.

(b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the notes to the Financial Statements.

(c) Changes in Paid-up Share Capital

During the year the Company has issued and allotted the following shares:

(i) 78313422 equity shares of Rs,2 each to the shareholders of erstwhile Advanta Limited pursuant to Scheme of Amalgamation;

(ii) 108628440 Convertible Preference Shares of Rs,10 each to the shareholders of erstwhile Advanta Ltd. pursuant to Scheme of Amalgamation;

(iii) 43429 equity shares of Rs,2 each on conversion of Convertible Preference Shares and

(iv) 55993 equity shares of Rs,2 each to Employees under Employee Stock Option Plan of the Company.

AMALGAMATION

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

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and ability to meet in financial commitments. CARE, a reputed Rating Agency, has re-affirmed the credit rating of CARE AA for the long term and CARE AI for the short term Bank facilities. For Non-Convertible Debentures, CARE and Brickwork Ratings have re-affirmed the credit rating of CARE AA and BWR AA respectively.

UPL Corporation Limited, wholly-owned subsidiary was rated by S&P, Moody''s and Fitch for its USD 500 mn bond issuance under 144A/Reg. S as BBB-, Baa3 and BBB-respectively with stable outlook.

ESOP

Erstwhile Advanta Limited, which has now merged with the Company, had come out with two stock option plans in 2006 and 2013. Upon amalgamation, the shares were allotted to the option holders during the year. The disclosures in respect of these two plans are as per "Annexure 1”

The Company is proposing ESOP 2017 plan and enabling resolutions are proposed as item nos. 8 and 9 at the forthcoming Annual General Meeting.

SAFETY AND ENVIRONMENT

The Company has taken significant steps to ensure improvement in the operating safety conditions and standards in its manufacturing units as well as project sites.

In addition, the manufacturing sites have taken on the challenge to decrease the utility consumptions - overall, as well as, on a unit production basis.

As a result of these initiatives, external bodies both governmental as well as non-government organizations, associated with enhancing the industrial safety and environment standards, have recognized the efforts of our manufacturing units.

During the year 2016-17, UPL manufacturing units won multiple awards in the areas of Safety, Environment, Energy Conservation and good manufacturing practices.

Major Award Details:

Award

Category

No. of Awards

Awarded by

Business

3

National Business Success Award Institute, Exame Magazine, Icontec

Energy

Conservation

3

FICCI, BEE Ministry of Power

Environment

4

Vietnam Association of Environmental Economics, International Research Institute for Manufacturing (1 RIM)

Manufacturing

10

IMEA, International Research Institute for Manufacturing, Frost & Sullivan, QCFI [Quality Circle Forum of India] agency

People

1

Epoca Magazine

Safety

8

Institute of Directors, Department of industrial safety and fire protection police-vietnam, OSHAI, international foundation ORP, Occupational Risk insurance COLMENA, NSCI, EKDKN

The Company had introduced measurement criteria in the areas of Safety and Environment Management at each of its factories in the previous year, namely, measurement of Lost Time Accidents (LTI), Total Recordable Frequency Rate (TRFR), Major Process Safety Incidents (MPSI) etc.

The organization has been able to improve upon these metrics over a period of time. In addition, the larger group of indirect employees including contract workmen employed for ancillary work as well as capital projects have been brought under the umbrella of safety oversight and continuous training initiatives.

In addition, the following initiatives have been spearheaded at most manufacturing and construction sites:

a. Safety Induction and orientation of new employees :

Upon joining, all new employees at our manufacturing sites are taken through a Level 0 and Level 1 program which essentially talks about the layout of the factory, processes within the site, safety procedures, usage of personnel protective equipment (PPE) etc. This process ensures a basic level of awareness for all new employees and makes them understand the potential hazards that might exist within the factory.

b. Employee Education process:

Before the employee is allowed to work in a process area within the manufacturing site, he/ she is taken through a Level 2 training which includes details of processes, details of materials being handled, material safety data sheets (MSDSs), design and operation of key equipment etc. This training lasts for at least four man days per employee before he is allowed to work. We have started a program by which the employee''s performance is evaluated on a periodic basis to ensure that the levels of training and compliance are continuously enhanced. Over a period of time this will be extended to all categories of contract employees.

c. Hazard and operability study (HAZOP):

For each new project and/or process modification, it is now mandatory to conduct a HAZOP study which in turn throws up potential hazards due to changes and process, process parameters, equipment design and equipment changes.

d. Emergency Response Team (ERT) program:

Specific Emergency Teams which are trained by accredited agencies like St John Ambulance are available at all sites to handle emergencies and medical procedures. Likewise, trained firefighting teams which are able to understand and handle specific material related fire emergencies at specific plant sites, are available round the clock at all manufacturing units.

e. Safety Self Recognition Program (SSRP):

This program was set up with the objective of empowering own as well as contract employees to recognize their achievements towards predefined safety goals in their respective plants and operational areas. This works with the concept of motivating own as well as contract employees to carry out their jobs in a safe manner and ensure the highest safety standards for the collective team.

f. Near Miss Reporting:

One of the essential ingredients of reducing major safety incidents is to continuously monitor and oversee smaller and less significant incidents. It helps the teams address potential risks through detection of a combination of unsafe acts and conditions.

A total of Rs,14 crores has been invested specifically to enhance the operating safety standards at the factories in addition to the above mentioned initiatives.

Major improvements have been initiated to enhance the environmental footprint of our units both in India as well as for the international sites. The overall utility consumptions for the major Indian manufacturing sites has shown an encouraging trend:

The following major steps have been initiated at our factories:

a. Reduction of effluent discharge at Jhagadia by way of segregation and better recycling of different effluent streams. This is expected to result in better effluent management especially during the monsoon seasons.

b. Operation of formulation and few active ingredients manufacturing units in a "Zero Liquid Discharge” (ZLD) mode.

c. Dedicated technology groups work to enhance the environmental compliance and management standards thereby resulting in reduction of the utility and effluent footprint.

d. Implemented metering, monitoring and targeting (MMT) to ensure the efficient performance of system.

Environment and Sustainability

The Company believes that Sustainability is the best opportunity for business to drive smarter innovation and profitable growth. Sustainability ensure a fair society, living within environmental limits and creating a sustainable profitable business. It is constantly working to reduce environmental footprint and find innovative product solutions that benefit the environment. Its environmental standards apply worldwide.

The Company''s commitment to environmental protection extends beyond the scope of legal requirements. It is committed to the chemical industry''s Responsible Care™ initiative and have set out the basic principles of this commitment in our Global Environmental Footprint Reduction Plan. Certified HSEQ management systems control its operational implementation.

This year company has formulated "UPL Sustainable Development Plan” to reduce environmental footprint of company. UPL Sustainable Development Plan is fully aligned with UN Sustainable Development Goals.

Major improvements have been initiated to reduce the environmental footprint of our units both in India as well as for the international sites. The overall sustainability performance for the major Indian manufacturing sites has shown an encouraging trend:

Reducing Environmental Impact

Our target is to reduce 30% environmental footprint in our manufacturing plants by 2020 compared to last year across all the four parameters a. water consumption, b. carbon emission c. waste disposal and d. waste water discharge.

Water Consumption Performance

Carbon Emissions Performance

Waste Disposal Performance

Wastewater Discharge Performance

In 2016-17, water consumption per tonne of production in UPL manufacturing plants reduced by 19% compared to 2015-16.

In 2016-17, C02 emissions per tonne of production in UPL manufacturing plants reduced by 22% compared to 2015-16.

In 2016-17, waste disposal per tonne of production in UPL manufacturing plants reduced by 6% compared to 2015-16.

In 2016-17, wastewater discharge per tonne of production in UPL manufacturing plants reduced by 27% compared to 2015-16.

The Company has taken following initiatives to make the operating plants sustainable:

Specific Water Reduction Initiatives

Sustainable industrial water management plays a vital role in achieving future water security in a world where water stress will increase. The optimum utilization of all natural resources is an integral part of UPL''s commitment to sustainable development. Aiming to decrease abstracted water demand in our operating plants, following initiatives has been taken this year:

- Reduced 19% specific water consumption by operational Excellency.

- Achieved Zero Liquid Discharge (ZLD) in our Unit 04 at Halol by implementing world class effluent reuse & recycling system.

- Completed piloting of Scaleban technology to reuse treated wastewater into cooling towers. This will reduce cooling water demand and decrease treated wastewater discharge in our operating plants.

- Developed controlled discharge facilities at Unit 05 for effective surface runoff management.

Specific Carbon Emissions Reduction Initiatives

Greenhouse gases trap heat and make the planet warmer. Human activities are responsible for almost all of the increase in greenhouse gases in the atmosphere. Climate change due to greenhouse gas emissions will have a growing impact on our business. Aiming to decrease carbon emissions in our operating plants, following initiatives has been taken this year:

- Reduced 13 % specific energy consumption by operational Excellency.

- Reduced 22 % C02 emissions by changing energy mix and by reducing specific energy consumption.

Specific Waste Reduction Initiatives

We have taken special care to reduce, recycle and eliminate hazardous as well as non-hazardous solid waste. Aiming to decrease waste disposal from our operating plants, following initiatives have been taken this year:

- Reduced 6 % specific waste disposal from our operating plants by operational Excellency.

- Reduced waste from packaging process by improvement in packing material

- Implemented waste segregation practices for efficient waste management

- Implemented the practices of 4R (reduce, recycle, reuse, reprocess) concept in Hazardous waste management

- Recovered value added products from waste.

Specific Wastewater Reduction Initiatives

Aiming to decrease wastewater discharge from our operating plants, following initiatives have been taken this year:

- Reduced 27% specific wastewater discharge by operational Excellency.

- Achieved Zero Liquid Discharge (ZLD) in our Unit 04 at Halol by implementing world class effluent reuse & recycling system.

- Reduction of effluent discharge in our Unit 05 at Jhagadia by way of segregation and better recycling of different effluent streams. This is expected to result in better effluent management specially during the monsoon seasons.

- Adopted new technologies which use continuous manufacturing processes as against the current batch mode of manufacturing reactions. This not only reduces the footprint and consequent capex spends of the plant but also results in significant reduction in the quantity of effluent generated.

- Completed piloting of volute technology for efficient dewatering of sludge. This will help us in efficient management of sludge generated from our wastewater treatment plants.

RESEARCH AND DEVELOPMENT

Company has been always striving to be world class organization while caring for its customers, employees and environment. Company is also setting up new standards of performance, quality assurance and innovation.

In accomplishing the company''s mission of manufacturing and supplying crop protection and specialty chemicals and providing solutions to optimize farm productivity through innovative and cost-effective products, the Research and Development Centres of the Company have been playing a very vital role.

The Research and Development Centres located in various geographical locations with state-of-the art facilities have been further strengthened with additional skilled manpower and equipment/instruments.

The Research and Development Centres are engaged in development of technical active products as well as pre-mix formulations which are introduced in the market after due safety and bio evaluations.

Highly skilled scientists work on the new active ingredients for future launches and also work on the products which have been commercialized to manufacture them in a better cost-effective way and to achieve better quality.

New projects for Speciality Chemicals and Industrial Chemicals are taken up in the Research and Development Centres to take them to manufacturing scale in a highly cost-effective manner.

There are conscious efforts to develop the pre-mix formulations which are safe, less hazardous and less toxic, environmentally friendly, and at the same time affordable to the farmers.

Since company is delivering innovative products and follows innovative processes, the products and the processes are safe guarded against copying by way of creating and protecting the intellectual property.

Patent protections are obtained in the countries where the products are launched. Appropriate measures are taken to create and safe guard the intellectual property.

Registration of the active ingredients and the final products is an important activity. R&D also generates the data like chemical composition, physico-chemical properties, toxicity, bio-efficacy, residue and packaging required for submission to the authorities in various countries.

CORPORATE SOCIAL RESPONSIBILITY

The Company believes in contributing to harmonious and sustainable development of society and that a company''s performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals! During the year, the CSR expenditure incurred by the Company was INR 23,79 Crore (9.7% of Profit after tax). Our CSR activities focus not just around our factory and offices, but also in other backward locations based on the needs of the communities. Before undertaking any program, a sound assessment of the scope, need, projected benefits are carried out. Based on need assessment our commitment to CSR have translated into 6 key focus areas. They are:

- Agriculture Development

- Employability & Entrepreneurship

- Education & Empowerment

- Environment & Nature Conservation

- Health & Sanitation

- National & Local Area needs

Every year brings with it, its own set of challenges and along comes opportunities to meet those challenges and create something more meaningful together with the community. The focus in current year has been to create sustainable, replicable and transformative solutions, where impacts are measurable, so as to bring in more accountability and transparency in oursystem. Earlier, we had conducted a need assessment study and arrived at a list of needs prioritized by the community. With the Impact Assessment study, the Company intends to meet the needs of the community. The results have been very encouraging.

The Company continues to work with renewed vigour and commitment on all the programs undertaken. The Agriculture Development interventions are today impacting the lives of around 4500 farmers in Dang, Ankleshwar and Vapi. There are around 1200 women who have become a part of the micro finance movement and are leading a better life today. 5000 students are today members of Eco Clubs and working on preserving our flora and fauna. Around 45,000 trees have been planted and taken care under social forestry project.

During the year, we initiated a couple of new programmes to either strengthen the old ones or add completely new dimensions of growth to them. This year we started Unnati Project with 6 CBOs from Mumbai with an objective to provide hand holding and mentoring support to 6 organizations located in Mumbai. Project aim was to improve the functional efficiency and effectiveness of said 6 CBOs and hence enabled a large slum community, access to quality education, better sanitation, employability & entrepreneur skill and livelihood support. Social Forestry Project, Mangrove plantation. Goatery project, Global Parli, Vandri Cluster development, Artificial insemination (Al) Centre etc are other new initiatives undertaken during the year.

Toilet construction (Sanitation) remained a focus area this year, more emphasis was laid on spearheading social and cultural changes related to sanitation. Volunteer participation during the year saw more than 3800 hours of voluntary service across locations.

All CSR projects undertaken in 6 key focus areas are according to company''s CSR policy and are in line with Schedule VII of the Companies Act 2013. The Annual Report on CSR activities is annexed to this report as "Annexure 2”

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has in place whistleblower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Company has posted this policy on its website and the link is http:/www.uplonline.com/pdf/ policies/UPL_whistleblowerpolicy.pdf. The Chairman of the Audit Committee oversees this policy. As per the policy, any employee or director can directly communicate with the Chairman of the Audit Committee to report any actual/ suspected fraud or non-compliance.

During the year, the Company made all efforts to create awareness among the employees about the Policy. The policy ensures complete protection and no victimization or discrimination to the whistleblower. Total confidentiality of the proceedings of the Policy is maintained.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has implemented a policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. This policy covers all women-permanent, temporary or contractual workers. The policy is very strictly enforced by the Company. The Policy is communicated to all the employees by placing it on the website of the Company and all the employees have confirmed their abidance.

Workshops were arranged, conducted by an esteemed agency, to educate the employees across the Company to uphold dignity of their colleagues at the workplace and prevent sexual harassment.

An internal committee, consisting of mainly women staff and one woman from an NGO, is formed to attend and redress complaints relating to sexual harassment. At each unit of the Company, sub-committees are formed to receive any such complaints and address and redress the same, in consultation with the main committee.

Strict implementation of the policy is to ensure women staff to work with dignity in a safe environment free from sexual harassment at the workplace and provide equality in working conditions. During the year, the Company has not received any complaint of sexual harassment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an in-house internal audit team, headed by a qualified professional, which carries out audits of various functions of the Company. The report prepared by them is placed before the Audit Committee at every quarterly meeting. The internal audit function reports to the Audit Committee. Internal Audit plan for the year is worked out and the same is approved by Audit Committee. The plan is worked out to ensure adequacy of internal control system, compliance of various regulations and adherence of correct accounting procedures at all locations of the Company. The Company engages services of external professional agencies to ensure all legal compliances. In case any weaknesses are observed by the internal audit team in any of the processes or compliances, necessary corrective action is immediately taken by the process owner to ensure strengthening of the controls.

The Internal audit team form the basis of certification by the Managing Director and Chief Financial Officer for financial reporting.

Internal Controls over Financial Reporting:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, all these controls were tested and no reportable material weaknesses in any operating areas were observed. The company strives to ensure robust internal financial controls.

The Company has laid down various policies and procedures for efficient conduct of its business, safeguard the assets of the Company, prevention and detection of any frauds and errors, maintenance of accounts and complete accounting records and timely availability of reliable information for the management.

INDIAN ACCOUNTING STANDARD (IND AS)

Pursuant to the Notification issued by the Ministry of Corporate Affairs dated February 16, 2015, relating to the

Companies (Indian Accounting Standard) Rules 2015, the Company, its subsidiaries, associates and Joint Venture Companies have adopted "IND AS” with effect from 1st April,

2015 with comparatives for the previous year ending 51st March 2016. This transition has happened very smoothly. The impact of the change on adoption of IND AS is given in the notes to the financial statements.

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management Framework to identify and evaluate various business risks faced by the Company. Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee is appointed, consisting of three Executive/Promoter Directors of the Company. Regular Committee meetings are held every quarter. Inputs are taken from senior executives and thereafter various risks are identified and mitigating plans are developed to resolve such risks.

Some of the key business risks and their mitigation plans are as under:

Industry Risks: The demand for Company''s products depend on various factors, such as rainfall, pest attacks, weather conditions, drought or insufficient rains, etc. In case of drought or less pest attacks, the product off take will be adversely affected, resulting in inventory pileup. To mitigate this risk, the Company strengthened its supply chain, and product mix. A number of subsidiaries, mainly marketing arms for the parent company, are set up across the globe. The product portfolio of the Company is enlarged year after year, to ensure regular supply of products for diverse applications at all times across the world.

R&D Risk: The effective life of agrochemicals gets reduced over a period of time as the insects become immune and develop resistance to them. Constant innovation is necessary and introduction of newer agrochemicals on continuous basis is essential for effectively eliminating pest attacks. To mitigate this risk, the Company has set up a very big R&D team, consisting of chemists, chemical engineers and other experts to work constantly on innovation of new products and processes. The Company protects some of its products by getting them patented.

Currency Fluctuation Risk: The Company''s business is expanding in many geographies beyond India. The Company''s agrochemicals are marketed in almost all the countries of the world. The Company''s import bill is also quite significant. It is exposed to almost all the foreign currencies of the World. Any volatile fluctuations in the exchange rates of the foreign currencies can result into huge losses for the Company. To mitigate this risk, the Company takes adequate insurance cover for open exposures. Company''s huge exports act as natural hedge against imports. The Company carries out its business into major currencies such as USD, Euro, Yen and Pound sterling. These currencies are comparatively more stable. Hence the Company, is adequately protected against these risks.

Demonetization Impact: The Company caters to the rural market, mainly farmers of the country. To encourage cashless payment methods and to aim at greater transparency, the Prime Minister had declared in November 2016, demonetization of high currency notes of Rs,1000 and Rs,500. This impacted the collections for a short time as the liquidity was squeezed temporarily. But thereafter, the re-monetization by issue of new currency notes resulted in slackening of demonetization effect. The Company is encouraging cashless payment methods and the customers are also getting used to the new methods and the Company expects that in the coming years, its performance will improve further.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

Shroffs United Chemicals Limited:

This is engaged in trading activities in a very limited way.

SWAL Corporation Limited:

SWAL Corporation limited is engaged in distribution and marketing of agro chemical formulations and organic fertilizers in India. The Sales Turnover for the year is Rs,607 Cr and the Profit before tax is Rs,8 Cr.

Optima Farm Solutions Ltd:

Optima farm solutions ltd is engaged in the manufacture of agrochemicals in Jammu. The Company has made sales of Rs,115 Cr in the current year.

UPL Europe Ltd. (Formerly known as United Phosphorus Limited, U.K.):

UPL Europe is engaged in the production and distribution of Agrochemicals in UK & Europe. The company has a formulation production site at Sandbach, UK and a sales office at Warrington, UK. The Turnover for the year ended 51st March 2017 is Rs,778 Cr and the Profit before tax is Rs,89 Cr.

UPL Deutschland GmbH (Formerly Known as United Phosphorus GMBH - Germany):

UPL Deutschland GmbH is engaged in the distribution of formulated products in Germany & Austria. The Turnover for the year is Rs,201 Cr and the Profit before tax is Rs,7 Cr.

UPL Polska Sp z o o (Formerly Known as United Phosphorus Polska Sp.z o.o - Poland):

UPL Poiska is engaged in the sales and marketing of formulated products in Poland. The business in this Company has been on a very low scale.

UPL Benelux B.V. (Formerly Known as Agri Chem

B.V.):

UPL Benelux BV is engaged in the distribution of formulated products in Benelux and Switzerland. The Turnover for the year is Rs,221 Cr and the Profit before tax is Rs,19 Cr.

Cerexagri B.V. - Netherlands:

Cerexagri BV is a manufacturing entity specializing in EBDC based fungicides. It has a technical and formulation facility based in Rotterdam. The Sales Turnover for the year ended 31st March 2017 is Rs,556 Cr and the Profit before tax is Rs,19 Cr.

Blue star BV:

Blue Star BV is the Holding company for Neo Fog SA.

United Phosphorus Holdings Cooperatief U.A.:

United Phosphorus Holdings Cooperatief U.A. is the holding company for United Phosphorus Holdings B V Netherlands.

United Phosphorus Holdings B.V, Netherlands:

United Phosphorus Holdings BV is the holding company for entities in Europe & Rest of the world.

United Phosphorus Switzerland Limited:

United Phosphorus Switzerland is providing management services and holding investments and registrations for the Company''s products.

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

Decca Worldwide Post-harvest Holdings Cooperatief UA is the holding company for Decco Worldwide Post-Harvest Holdings BV.

United Phosphorus Holding, Brazil B.V (Formerly known as Regentstreet B.V):

United Phosphorus Holdings Brazil B.V. is the holding company of Brazil entity.

UPL Italia S.R.L.(Formerly Known as Cerexagri Italia S.R.L.):

UPL Italia S.R.L is engaged in the distribution of formulated products in Italy. The Turnover is Rs,283 Crand the Profit before tax for the year ended 31st March 2017 is Rs,13 Cr.

UPL IBERIA, SOCIEDAD ANONIMA (formerly known as Compania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain):

UPL Iberia is engaged in the distribution of formulated products in Spain & Portugal. The Turnover is Rs,163 Cr and the Profit before tax is Rs,14 Cr.

Decco Worldwide Post-Harvest Holdings B.V:

This is the holding company for other Decco entities, and holds registrations for these entities.

Transterra Invest, S. L. U. Spain:

Transterra Invest, S L is the holding company for group entities in Spain and Latin America.

Cerexagri S.A.S.:

Cerexagri SAS is a supply chain company for the group with 3 key production facilities in France involved in the production of Copper & Sulphur based fungicides. It has a formulation facility at Bassens to formulate herbicides and insecticides. The Sales Turnover for the year ended 31st March 2017 is Rs,372 Cr and the Profit before tax is Rs,21 Cr.

Neo-Fog S.A.:

Neo-Fog S.A is engaged in the distribution of Anti-sprouting herbicides in the French domestic market. The Turnover for the year ended 31st March 2017 is Rs,25 Cr and the Profit before tax is Rs,4 Cr.

UPL France (formerly Known as AS pen SAS):

UPL France SAS is engaged in the distribution of formulated products in France. Products are sourced from UPL''s manufacturing facilities in Europe and India, as well as locally formulated in toll manufacturing facilities. The Turnover is Rs,351 Cr and the Profit before tax is Rs,45 Cr.

UPL Corporation Limited, Mauritius (formerly known as Biowin Corporation Ltd.):

UPL Corporation does trading business and also holds investments for the group. The Turnover is Rs,2411Cr and the Profit before tax is Rs,328 Cr. The Company made its maiden USD 500 mn bond issue.

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

Decco Iberica is involved in fabrication & commercialization of chemical products, waxes & fungicides, as well as the machinery used for their application. The Turnover is Rs,103 Cr and the Profit before tax is Rs,15 Cr.

Limited Liability Company UPL (formerly known as JSC United Phosphorus Limited):

Limited Liability Company UPL is engaged in the distribution of technical and formulated products in Russia and other CIS countries. The Turnover for the year ended 31st March 2017 is Rs,31 Cr and the Profit before tax is Rs,5 Cr.

United Phosphorus Inc., U.S.A. (Consolidated along with Group entities UPI Finance LLC, Cerexagri Inc (PA), USA, Cerexagri Delaware Inc, USA, Canegrass LLC, USA, RiceCo LLC, USA,

United Phosphorus Inc is engaged in the distribution of Al''s as well as formulated products in the United States and Canada. UPI also provides technologies for pest management, aquatics, Turf & Ornamental as well as fumigants for grain storage. The Turnover is Rs,2,452 Cr and the Profit before tax is Rs,82 Cr.

Canegrass is Company for the distribution of Asulam (Sugarcane Herbicide) in the USA.

RiceCo LLC is dedicated to meet specific technology needs of rice farmers in the USA. Its turnover during the year is Rs,392 Cr and Profit before tax is Rs,12 Cr.

Decco US Post Harvest Inc, USA:

Decco US Post Harvest Inc is engaged in the production and selling of post harvest products and fumigants for use in the treatment of fresh agricultural produce. It has manufacturing facilities in Monrovia, CA and Yakima WA. Turnover for the year is Rs,231 Cr and Profit Before Tax is Rs,-2 Cr.

RiceCo International, Inc. Bahamas:

RiceCo International is a rice focused company operating mainly in Asia and Latin America. The Turnover for the year is Rs,439 Cr and the Profit before tax is Rs,24 Cr.

UPL Limited, MAURITIUS (Formerly known as Uniphos Limited, Mauritius):

UPL Mauritius does Trading business. The Turnover for the year is Rs,2798 Cr and the Profit before tax is Rs,514 Cr.

UPL LIMITED, Gibraltar (Formerly Known as Uniphos Limited, Gibraltar):

UPL Limited Gibraltar does Trading operations. The Turnover for the year is Rs,3248 Cr and the Profit before tax is Rs,595 Cr.

United Phosphorus Cayman Limited:

United Phosphorus Cayman Ltd, is a Company having branch in Colombia. The Turnover for the year is Rs,223 Cr and the Profit before tax is Rs,- 6 C.

UPL Agro SA DE CV (Formerly Known as United Phosphorus de Mexico, S.A. de C.V:

UPL Agro SA DE CV is engaged in sales and marketing of branded formulations in Mexico. This entity received the ESR award on parameters of business ethics, environment and community engagement. The Turnover for the year is Rs,404 Cr and the Profit before tax for the year is Rs,- 23 Cr.

Decco Jifkins Mexico Sapi:

Decco Jifkins Mexico, SAPI De CV is primarily engaged in purchase, sale, distribution and import of goods and service in post harvest for fruits and vegetables in Mexico. The Turnover for the year is Rs,9 Cr. and the Profit before tax for the year is Rs,-2 Cr.

Uniphos Industria e Comercio de Produtos Quimicos Ltda:

This is a holding company.

UPL Do Brasil - Industria e Comercio de Insumos Agropecuarios S.A.:

United Phosphorus do Brazil Ltda has a strong distribution network in Brazil for its Al''s as well as formulated sales. It is located in Campinas and also has a manufacturing facility in Ituverava. The Sales Turnover for the year is Rs,3,450 Cr and the Profit before tax for the year is Rs,124 Cr.

UPL Costa Rica S.A.( Formerly known as Cerexagri Costa Rica, S.A.):

UPL Costa Rica SA is engaged in marketing and distribution of Agro chemicals in Costa Rica. It also provides value added services such as contract spraying. The Turnover for the year is Rs,261 Cr and the Profit before tax for the year is Rs,-l Cr.

UPL Bolivia S.R.L (Formerly Known as UP Bolivia S.A.):

UPL Bolivia is engaged in the sales and marketing of agro chemicals in Bolivia. The Turnover for the year is Rs,27 Cr and the Profit before tax for the year is Rs,- 3 Cr.

Icona Sanluis S A - Argentina:

Icona Sanluis SA is a manufacturing and marketing company for selling formulated products in Argentina. It has a manufacturing plant in San Luis, Argentina. The Turnover for the year is Rs,17 Cr and the Profit before tax for the year is Rs,-4 Cr.

DVA Technology Argentina S.A. :

DVA Technology Argentina holds registrations in Argentina.

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

The company is a manufacturing and marketing company for selling formulated products in Argentina. It has a manufacturing facility in Abott, Argentina. The Turnover for the year is Rs,376 Cr and the Profit before tax for the year is Rs,-28 Cr.

Decco Chile SpA:

Decco Chile SpA provides post harvest solutions to maintain the quality of fresh fruits and vegetables. The Turnover for the year is Rs,29 Cr and the Profit before tax for the year is Rs,4 Cr.

UPL Colombia SAS (Formerly Known as Evofarms Colombia SA):

UPL Colombia is engaged in sales and marketing of agro chemicals for the Andean markets - Venezuela, Ecuador, Peru and Colombia. The Turnover for the year is Rs,135 Cr and the Profit before tax for the year is Rs,1 Cr.

UP Aviation Limited, Cayman Island:

UP Aviation Ltd owns the aircraft for Business purposes.

UPL Management DMCC:

UPL Management DMCC provides management services. The Turnover for the year is Rs,117Cr and the Profit before tax for the year is Rs,15 Cr.

UPL Australia Limited (Formerly known as United Phosphorus Limited, Australia):

UPL Australia is engaged in sales and marketing of branded agro chemicals in Australia. It holds the registrations as well as inventory for prompt supply of material to service local demand. The Turnover for the year is Rs,214 Cr and the Profit before tax for the year is Rs,16 Cr.

UPL New Zealand Limited (Formerly known as United Phosphorus Limited, New Zealand):

UPL New Zealand is engaged in distribution of Agro Chemicals in New Zealand. It holds the registrations as well as inventory for prompt supply of material to service local demand. The Turnover for the year is Rs,16 Cr and the Profit before tax for the year is Rs,2 C.

UPL Shanghai Ltd (Formerly known as United Phosphorus (Shanghai) Company Limited):

UPL Shanghai is engaged in distribution of Company''s products in China. It has procured office in Shanghai and is engaged in purchase of actives and intermediates required by manufacturing facilities globally.

UPL Limited Korea (Formerly known as United Phosphorus (Korea) Limited):

UPL Korea was formed to grow UPL''s agro chemical and fumigation business in Korea. The Turnover for the year is Rs,2 Cr and the Profit before tax for the year is Rs,1 Cr.

PT.UPL Indonesia (Formerly Known as PT. United Phosphorus Indonesia):

UPL Indonesia is doing business in Indonesia. It mainly caters to the requirements of strategic partners like Nufarm, FMC and other top local companies as well as semi-government organization. The Turnover for the year is Rs,43 Cr and the Profit before tax for the year is Rs,3 Cr.

PT Catur Agrodaya Mandiri, Indonesia:

The major business is branding and distribution of formulated products through a network of distributors in Indonesia. The company holds 50 plus registrations and has successfully commercialized most of these. The Turnover for the year is Rs,55 Cr and the Profit before tax for the year is Rs,3 Cr.

UPL Limited, Hong Kong (Formerly Known as United Phosphorus Limited, Hong Kong):

UPL Hong Kong is engaged in the sales and marketing of agro chemicals in Hong Kong. It also acts as a supply source of raw material purchases of the manufacturing facilities. The Turnover 31st March 2017 is Rs,574 Cr and the Profit before tax is Rs,44 Cr.

UPL Philippines Inc. (Formerly Known as United Phosphorus Corp. Philippines):

UPL Philippines is engaged in the distribution of agro chemicals in Philippines. It holds registrations and inventory for servicing domestic demand. It also provides value added services to plantation business in Philippines. The Turnover is Rs,54 Cr and the Profit before tax is 0.47 Cr.

UPL Vietnam Co. Ltd. (Formerly Known as United Phosphorus Vietnam Co., Limited):

UPL Vietnam is engaged in the manufacturing and marketing of branded agro chemical formulations in Vietnam. It also exports its production to Australia, South East Asia and few African countries as well, other than catering to local demand. The Turnover is Rs,142 Cr and the Profit before tax is Rs,27 Cr.

UPL Limited, Japan (Formerly Known as United Phosphorus Limited, Japan):

This entity is for registering and selling UPL products in Japan. The local presence in Japan has boosted access to Japanese technology and expertise, and built relations with other Japanese companies. UPL Japan sells both Al''s as well as branded products which are formulated and repacked locally. It has a JV with Hodogaya Chemical Co Ltd with headquarters in Tokyo. The Turnover is Rs,165 Cr and the Profit before tax is Rs,-57 Cr.

Anning Decco Fine Chemical Co. Limited, China:

Anning Decco is a joint venture in China. The company is engaged in the production and distribution of Shellac. The Turnover for the year is Rs,23 Cr and the Profit before tax is Rs,4 C.

UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi (Formerly Known as Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey):

The Company has a strong distribution network as well as brand presence in Turkey (mainly western region). The Turnover is Rs,112 Cr and the Profit before tax is Rs,-ll Cr.

UPL Agromed Tohumculuk Sa,Turkey:

UPL Agromed has a strong marketing presence in the eastern part of Turkey. It also has a manufacturing and repacking facility in Turkey. The Turnover is Rs,75 Cr and the Profit before tax is Rs,-5 Cr.

Safepack Products Limited, Israel:

Safepack is engaged in the production and distribution of Post-Harvest Products in Israel and export to neighboring countries. The Turnover is Rs,41 Cr and the Profit before tax is Rs,2 Cr.

Citrashine (Pty) Ltd, South Africa (Formerly known as Friedshelf 1114 (Pty) Ltd,South Africa):

Citrashine is engaged in the manufacturing and distribution of chemicals and waxes for the post harvest treatment of fruits and vegetables and operates primarily in South Africa. The Turnover is Rs,22 Cr and the Profit before tax is Rs,-lCr.

Decco Portugal Post Harvest, Unipessoal LDA (formerly known as UPL Portugal Unipessoal LDA):

Decco Portugal Unipessoal LDA is a new entity which will start operations shortly.

Decco Italia SRL, Italy:

Decco Italia SRL is engaged in the production and selling of post-harvest products and fumigants for use in the treatment of fresh agricultural produce. The Turnover is Rs,32 Cr and the Profit before tax is Rs,3 Cr.

UPL Paraguay S.A. (Formerly Known as United Phosphorus Paraguay S.A.):

UPL Paraguay is engaged in the sales and marketing of agro chemicals in Paraguay. The Turnover is Rs,14 Cr and the Profit before tax is Rs,-3 Cr.

UPL Africa SARL:

UPL Africa is established for sales in African region. It holds registration for sales in CILSS countries in Africa.

Details of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:

a) New subsidiaries:

1. Essentiv LCC

2. Advanta Seeds Ukraine LLC

b) New associate:

1. Weather Risk Management Services Private Limited

c) Cessation of subsidiaries:

1. United Phosphorus do Brasil Ltda

2. United Phosphorus Limited, Gibraltar

3. Advanta (BVI) Ltd.

Details of companies which have become its subsidiaries

during the year pursuant to amalgamation of erstwhile

Advanta Ltd.:

1) Advanta Seeds International - Mauritius; is engaged in distribution and marketing of seeds in the various countries . The Sales Turnover for the year is Rs,180 Cr and the Profit before tax is Rs,30 Cr.

2) Advanta Seeds DMCC (formerly known as Advanta Seeds JLT) is engaged in distribution and marketing of seeds in the UAE. The Sales Turnover for the year is Rs,211 Cr and the Profit before tax is Rs,87 Cr.

3) PT Advanta Seeds Indonesia is engaged in distribution and marketing of field Corn and Sweet Corn seeds in Indonesia. The Sales Turnover for the year is Rs,34 Cr and the Profit before tax is Rs,11 Cr.

4) Advanta Holdings B.V. - Netherlands; is engaged in distribution and marketing of seeds in Europe. The Sales Turnover for the year is Rs,126 Cr and the Profit before tax is Rs,-23 Cr.

5) Advanta Semillas SAIC is engaged in distribution and marketing of Sorghum corn sunflower seeds in Argentina. The Sales Turnover for the year is Rs,223 Cr and the Profit before tax is Rs,-4 Cr

6) Advanta Netherlands Holding B.V. is engaged in distribution and marketing of and research and technical solutions to farmers & breeders into seeds in the Netherlands and Europe. The Sales Turnover for the year is Rs,5 Cr and the Profit before tax is Rs,3 Cr,

7) Pacific Seeds Holdings (Thailand) Limited is holding Company. The Profit before tax is Rs,108 Cr, largely contributed by other income.

8) Pacific Seeds (Thai) Limited is engaged in distribution and marketing of seeds in Thailand. The Sales Turnover for the year is Rs,316 Cr and the Profit before tax is Rs,97 Cr

9) Advanta Comercio De Sementas Ltda. is engaged in distribution and marketing of Sorghum Soyabean Canola Corn seeds in Brazil. The Sales Turnover for the year is Rs,152 Cr and the Profit before tax is Rs,-6 Cr.

10) Advanta Seeds Pty Ltd (Formerly, Pacific Seeds Pty Ltd) is engaged in distribution and marketing of Sorghum, Corn and Canola seeds in Australia. The Sales Turnover for the year is Rs,202 Cr and the Profit before tax is Rs,-23 Cr.

11) Advanta US Inc. is engaged in distribution and marketing of Hybrids of Corn, forage sorghum,Grain sorghum seeds in the US and Mexico. The Sales Turnover for the year is Rs,106 Cr and the Profit before tax is Rs,-126 Cr

12) Advanta Seeds Ukraine LLC has just started operation in Ukraine. The Profit before tax is Rs,-10 Cr.

MATERIAL SUBSIDIARY

The Company does not have any material subsidiary as per the parameters laid down by the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The same can be accessed on www.uplonline.com/investors/policies/ related party transactions.

INSURANCE

All the properties and operations of the Company have been adequately insured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Appeal before the Supreme Court:

The Competition Commission of India (CCI) has levied a penalty of Rs,25,244 lakhs on the Company vide its order in April, 2012 for alleged violations of Cartel under the provisions of section 3(3)(b) and 3(3)(d) of the Competition Act, 2002. The order of CCI was challenged before the Competition Appellate Tribunal (COMPAT), which by its order dated 29th October 2013 has reduced the penalty to Rs,694 lakhs. The Company and CCI have challenged the order of the COMPAT before the Hon''ble Supreme Court. The Hon''ble Supreme Court vide its order dated 8th May, 2017 has upheld the decision of COMPAT and confirmed penalty of Rs,694 lakhs. It has dismissed the appeal filed by CCI.

AUDITORS

a) Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013, the term of the office of M/s S R B C & CO LLP, as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered by M/s S R B C & CO LLP as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

Members'' attention is drawn to a Resolution proposing the appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company which is included at item No. 5 of the Notice convening the Annual General Meeting.

b) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost account records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs RA & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs,7.00 lakhs. The Cost Auditors have submitted a certificate of their eligibility for such appointment. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs RA & Co., Cost Auditors is included at Item No. 6 of the Notice convening the Annual General Meeting.

For the year 2016-17, the due date for filing the Cost Audit Report is 27th September, 2017 and the same will be filed in due course. The Cost Audit Report for the year

2015-16 was filed on 27th August, 2016.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs N.L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 3”.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013.

DEPOSITORY SYSTEM

98.70% of the total paid-up equity shares of the Company are dematerialized as on 31st March, 2017.

DIRECTORS

in accordance with the provisions of section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Jaidev Rajnikant Shroff (DIN: 00191050) and Mrs. Sandra Rajnikant Shroff (DIN: 00189012), Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The information of Directors seeking appointment/ reappointment as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the notice covering the Annual General Meeting of the Company.

All the independent directors have given declaration that they meet the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EVALUATION OF THE BOARD''S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 (10) and 25(4)(a) of the Listing Regulations, the evaluation process for performance of the Board, various committees and directors was carried out. Each director was provided a questionnaire to be filled up, providing feedback on the overall functioning of the Board and the committees. The questionnaire covered various parameters such as composition, execution of specific duties, quality and timeliness of flow of information, discussions and deliberations of different items of agenda, independence of judgments, etc. The directors were also asked to provide their suggestions for areas of improvement to ensure higher degree of engagement with the management.

Evaluation of individual director was also carried out and parameters such as contribution, attendance, expertise, decision making and other related factors were considered in this exercise.

The Independent Directors held a meeting on 24th January, 2017 to review the performance of evaluation of the Non-independent/Non-promoter Directors and the entire Board including the Chairman. The Independent Directors expressed complete satisfaction of the professionally managed overall functioning of the Board, various committees as well as all the directors of the Company. They appreciated the knowledge and expertise of the Chairman and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of corporate values and culture of the Company.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed and adopted the Policy for selection and appointment of directors, senior management and their remuneration. The Board recognizes that the various Committees of the Board have very important role to play to ensure highest standards of corporate governance. The Chairman of the Board and other Executive Directors form broad policies and ensure their implementation in the best interests of the Company.

The Criteria for selection of directors and senior management are mainly qualifications, experience, integrity, independence of the directors, etc.

The remuneration to Non-executive Directors consists of sitting fees for attending Board/Committee meetings, commission and other reimbursements. As per the approval given by the members, the said commission shall not exceed 1% of the net profits of the Company. All the Nonexecutive, Non-Promoter Directors are paid commission on uniform basis. The Independent directors are not entitled to any stock options under the Stock Option Scheme of the Company.

The remuneration to the Managing Director and other Executive Directors consist of monthly salary, allowances, perquisites, commission and other retirement benefits. The remuneration payable to them is subject to the approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company.

In respect of senior management, the remuneration is based on the performance, company''s performance, targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.

Through the Familiarization programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company''s vision, core values, ethics and corporate governance practices.

At the time of appointment of independent director, a formal letter of appointment is given to him, which explains his role, responsibility and rights in the Company.

Subsequently they are appraised of the Company''s policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to appraise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company. Eminent personalities are invited to educate the independent directors about the latest happenings relevant to the duties, rights and responsibilities of the independent directors.

Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www.uplonline.com.

PERSONNEL

As on 31st March, 2017, The Company has 3489 employees in India, and 5714 employees globally which includes 676 employees of Advanta who moved to the Company.

The Company has always believed that its people are its biggest asset. The year 2016-17 saw several key initiatives to nurture on our core values.

1. SUPPLY CHAIN ACADEMY

Supply Chain Academy (SCA) was launched on 3rd November, 2016. The objective of SCA is to enhance employees'' capabilities, be it technical Know-How, professional skills or leadership behaviors. The academy has active involvement of senior leaders to guide design of programs and projects focused on practical learnings that can be implemented in the workplace.

During the year, 27 programs have been delivered under SCA, benefiting 614 employees.

2. GLOBAL SALES EXCELLENCE AWARDS

The Company attributes its tremendous growth over the past year to its employees who drive the sales of the Company''s product offerings. To recognize their talent and motivate them to continue the good work, we recognized high performers during our inaugural Global Sales Excellence Function held in Mumbai on 16th November, 2016. In this prestigious event, high-performing sales (wo)men from 13 countries were felicitated by the Global CEO and the Leadership team. This was a fantastic platform to celebrate success and also help our best performers share knowledge and experiences with each other.

3. THE COMPANY CERTIFIED AS A GREAT PLACE TO WORK

The Company aspires to become a Great Place to Work® where employees trust who they work for, take pride in what they do and enjoy the company of the people they work with. We strongly believe that an engaged workforce is critical in achieving our business goals and building a sustainable organization. With this objective, UPL India and UPL Brazil partnered with a global research and consulting firm, Great Place to Work® Institute, to conduct an employee survey - UPL Ki Zubaan, analyse the results and recommend action areas to build a more engaged workforce. As a part of the diagnostics, the GPTW team also assessed our people practices so that we can work on strengthening it further.

We are very pleased to inform you that we won the GPTW certification in both the countries in our maiden attempt.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure 4 and 5 hereunder and forms part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under sections 134(3)(m) of the

Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 6 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That such accounting policies as mentioned in Note 2.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussions and Analysis Report forms part of this Report. Auditor''s certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

Dealing with securities which have remained unclaimed

Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in the process of sending reminders to those Members whose share certificates have remained unclaimed, to contact the Company immediately in the matter. Due to change in the Registrar and Transfer Agent of the Company, the process could not be completed. The Company, now after following the prescribed procedure will dematerialize unclaimed shares which are retained with the Company. These shares would be held by the Company on behalf of the holders of such shares in an "Unclaimed Suspense Account” to be opened with a depository. At the end of seven years, hereof, these shares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed in respect of such shares shall also be held in a separate suspense account and would likewise be transferred to IEPF at the end of seven years.

Members may note that the lawful claimant in respect of these shares / dividend will be able to claim such shares dividend from the Company till such time they remain in the unclaimed suspense account as aforesaid.

BUSINESS RESPONSIBILITY REPORTING

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial statements are prepared for the year 2016-2017 in compliance with the provisions of the Companies Act, applicable Accounting Standards and as prescribed under the SEBI regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditors Report thereon form part of the Company''s Annual Report. They are also put up on the website of the Company www.uplonline.com.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 7”.

REGISTRAR AND SHARE TRANSFER AGENT

During the year, SEBI suspected fraud and malpractices in the conduct and operations of Sharepro Services (India) Pvt. Ltd., who were the Company''s Registrar and Share Transfer Agent (RTA) for a long time. After investigating the affairs of the said RTA, SEBI vide its order dated 22nd March. 2016 restrained Sharepro from conducting R&T activities and directed all the client Companies to carry out audit of the records and system relating to share transfer, payment of dividend, etc., carried out by Sharepro for the last ten years.

Accordingly, the Company appointed M/s N. L. Bhatia and Associates, practicing Company Secretaries, to carry out such audit. They have certified that no irregularities or violations with respect to transfer of securities or payment of dividend were noticed in records of last ten years. Subsequently, as per the advisory issued by SEBI, the Company appointed M/s Link In time India Private Limited as the new R&T Agent with effect from 1st June, 2016.

LISTING OF THE COMPANY''S EQUITY SHARES

The equity shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

CAUTIONARY STATEMENT

Statements in the Director''s Report and the Management Discussion and Analysis describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

On behalf of the Board of Directors

Mumbai Rajnikant Devidas Shroff

24th May, 2017 Chairman & Managing Director

(DIN: 00180810)

Registered Office:

3-11, G.I.D.C., Vapi Dist. Valsad, Gujarat Pin: 396195.


Mar 31, 2013

The Directors have the pleasure of presenting their report and audited accounts for the year ended on 31st March, 2013.

Financial Results:

(Rs. In lakhs)

Consolidated Standalone

Current Year Previous Year Current Year Previous Year

Total Revenue 929,447 776,365 407,376 345,949

Earnings before interest, tax, depreciation, amortisation, 176,178 147,634 56,097 61,482 exceptionals, prior period adjustments and minority interest

Depreciation/amortisation 35,372 29,238 15,776 14,349

Finance cost 42,896 41,464 10,599 16,437

Exceptional items 1,504 1,845 - -

Prior period adjustments 2,018 2,217 - -

Minority interest -156 535 - -

Profit before tax 94,544 72,335 29,722 30,696

Provision for taxation

Current tax 22,134 11,679 7,930 6,199

MAT credit entitlements - -192 - -192

Deferred tax -84 937 940 2,046

Tax effect of earlier year -1,733 377 39 -61

20,317 12,801 8,909 7,992

Profit after tax 74,227 59,534 20,813 22,704

Profit / (Loss) from associates 3,233 -3,979 - -

Net profit for the year 77,460 55,555 20,813 22,704

Operational performance:

During the year, rainfall in India was erratic. There was delay in the arrival of the monsoon, adversely affecting the kharif crops. Although in the later part, the monsoon picked up which turned out to be favourable for the rabi crops. However, in most parts of the country, there was drought-like situation. Due to water shortage, cotton and rice acreage in the country decreased. Herbicide application in rice and soya bean came down. During the year, it was heartening to note that apart from the Northern states of the country, the Eastern states are also being classified as food baskets for the country with improved production of many food and vegetable crops.

This is a good sign for the country which can take credit for being one of the leading producers of the world for soya bean, cotton, sugarcane, rice and certain cereals.

On the global front, Latin American countries like Brazil, Argentina, Colombia, among others, witnessed higher demand for Company''s agrochemicals. In the US, initial planting of corn started on a good note. However, due to droughts in later part of the season, farmers shifted the production to other crops. This had an adverse impact on sales.

The prices of most of the inputs were stable during the year. The commodity prices, except cotton, sustained or rose slightly.

During the year, the US dollar became stronger against most major currencies. In India, a very tight monetary policy with high interest rates was followed to bring down inflation but this impacted the overall economic growth very badly. However, of late, there have been signs of inflation easing out which gives hopes for reduction in rates of interest in the near future.

The economic scenario is changing. The world seems to be coming out of recession witnessed in last five years. The US economy is showing definite signs of revival. In Europe, some of the countries are still suffering and it will take more time for these countries to revive their economies.

It is heartening to note that Company''s sales are going up in all parts of the world, be it the US, Europe, Africa, Asia and Australia. Latin American markets, especially Brazil, have emerged as very prospective markets and in the years to come, there is a very high potential to improve the sales in these markets.

During the year, despite sluggish conditions in most of the markets, the Company has performed very well. Some of the highlights of global performances are as under:

(a) Revenue from operations has increased by 20% to Rs.9,294 crores.

(b) EBIDTA has gone up by 19%.

(c) Profit before taxes have gone up by 30% to Rs.945 crores.

(d) Profit for the year has gone up by 39% to Rs.775 crores.

Future outlook:

For the coming year, with a normal monsoon predicted for India the Company''s performance in India is likely to improve. On the global front, the potential of Latin American market looks robust, especially Brazil. With commodity prices expected to be stable or slightly rising, offtake of agrochemicals will improve. The Company has taken many initiatives in terms of supply chain management which will reduce the overall cost of production for the Company. The Company is also entering new potential markets, such as South Africa, Phillipines, among others. Over the next five years, the Company is poised to register high growth.

Dividend:

Your Directors have recommended dividend of 125% i.e. Rs.2.50 per Equity Share of Rs.2 each for the financial year ended 31st March, 2013, 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 19th July, 2013 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

Finance:

During the year, the Company raised funds of Rs.300 crores by issuing Unsecured Listed Redeemable Non-convertible Debentures.

Buy back:

During the year, the Company completed successfully the buy back programme on 17th December, 2012 by buying back 1,92,00,000 equity shares of Rs.2 each at an average rate of Rs.116.40 per equity share aggregating to Rs.223.49 crores.

Fixed deposits:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2013.

Recent acquisitions:

During the year, the Company, through its overseas subsidiary, has entered into an agreement with Punjab Chemicals to acquire a 100% stake in the Dutch company, SD Agrichem Europe, a subsidiary of Punjab Chemicals and Crop Protection Limited, along with all tangible and intangible assets, IPR, product registrations, brands, distribution network and manufacturing facilities.

Agrichem based out of Oosterhaut, the Netherlands is engaged in the production, marketing and selling of crop protection products in the European agrochemicals market. Agrichem''s product range includes herbicides, insecticides and fungicides registered in several European countries like the Netherlands, Belgium, the UK, France, Germany, Ireland, Denmark, Italy, Slovakia, Czech Republic, Belarus and Switzerland. It has a well-staffed crop protection registration department, in-house R&D and quality control facilities and its own formulation facilities in the Netherlands.

Agrichem will give your Company new and enhanced market access in European countries. Agrichem has an exciting registrations portfolio with products that will complement the Company''s existing portfolio in Europe.

Research and development:

R&D has played an important role for the growth of the Company. To further improve the capabilities of R&D, many new equipment and instruments have been added to the R&D laboratories at Ankleshwar, Thane and Vapi.

The R&D efforts have been focused on developing manufacturing processes of off-patent agrochemical molecules and specialty chemicals. The emphasis has been to develop innovative, cost-effective and patent non-infringing processes. These efforts have resulted in the manufacturing processes of several molecules for introduction in the future. The efforts have also been mediated towards improving the processes for the manufacture of existing products in terms of quality enhancement, raw materials cost reduction and batch cycle time reduction. Environment, Health and Safety (EHS) have been given prime importance during these process development /improvement activities.

Keeping in mind the global trends, R&D has focused its efforts to develop new safer and eco-friendly formulations. Several such formulations have been developed during the year. Many new combination formulations have been also developed to control a variety of pests.

International regulatory data requirements for product registrations are becoming stricter day by day. The capabilities have been built within R&D laboratories to fulfill these requirements. Further, to meet the growing needs for new product introductions, regulatory data generation has been aggressively pursued for both domestic and international registrations.

Subsidiary companies / associate companies:

In pursuance of Circular no. 2/2011 dated 8th January, 2011 issued by the Ministry of Corporate Affairs, the Company attached its consolidated financial statements and that of its subsidiaries. The same is prepared in compliance with the Accounting Standard-21.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Company''s registered office and administrative office.

During the year, the subsidiary companies in the UK, the US, Brazil and Turkey have performed very well. Businesses of other subsidiaries like Cerexagri, Agrichem and Riceco have also been very profitable.

Apart from these subsidiaries, Advanta Limited, where the Company holds 49% of the shares, has also shown a remarkable performance. It is expected that in future also, this Company will come out with very good results.

Insurance:

All the properties and operations of the Company have been adequately insured.

Auditors and Auditors report:

M/s S. V. Ghatalia & Associates LLP, Chartered Accountants, the Statutory Auditors are retiring at the ensuing Annual General Meeting and being eligible for reappointment have expressed their willingness to continue, if reappointed. Your Directors recommend their appointment as the Statutory Auditors and fix their remuneration for the year 2013-14.

Cost audit:

The Board of Directors appointed M/s. RA & Co, Cost Accountants, Mumbai as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company for FY 2013-14. They have submitted a certificate of eligibility for the appointment. For the year 2012-13, the due date for filing the Cost Audit Report is 30th September, 2013 and the same will be filed in due course. The Cost Audit Report for the year 2011-12 was filed on 8th January, 2013.

Depository system:

98.09% of the total paid-up Equity Shares of the Company were dematerialised as on 31st March, 2013.

Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Kalyan Banerjee, Dr. Reena Ramachandran, Mr. Pradip Madhavji and Mr. R. D. Shroff, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for reappointment.

During the year, the Board of Directors has appointed Mr. Suresh P. Prabhu as an Additional Director on the Board of the Company with effect from 30th January, 2013. Mr. Prabhu is an eminent chartered accountant. He has been a Member of Parliament in the 11th, 12th, 13th and 14th Lok Sabha (from 1996-2009) and was a Cabinet Minister of Industry, Energy, Environment and Forests, Chemicals and Fertilisers, Heavy Industry & Public Enterprises at various points of time. Mr. Prabhu has many years of experience in the field of sustainable development, banking and finance and international business. He has participated and also addressed at forums in India and abroad. He is a part of many reputed associations involved in business, sports, educational and social initiatives. Mr. Prabhu has a rich and varied experience and your Company is proud to avail of his knowledge and guidance. As per Section 260 of the Companies Act, 1956, he holds the office of Director up to the date of the ensuing Annual General Meeting. Notices in writing as required under Section 257 of the Companies Act, 1956 have been received from members proposing his appointment as Director of the Company at the ensuing Annual General Meeting. Your Directors recommend his appointment.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. Kalyan Banerjee, Dr. Reena Ramachandran, Mr. Pradip Madhavji, Mr. R. D. Shroff and Mr. Suresh P. Prabhu, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

During the year Mr. Chirayu Amin has resigned from the Board of Directors of the Company with effect from 23rd October, 2012.

The Board takes this opportunity to place on record its deep sense of appreciation for the support and invaluable contribution made by Mr. Chirayu Amin during his tenure as Director of the Company.

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.

Particulars of employees:

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Energy conservation, technology absorption and foreign exchange earnings and outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure 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, 2013, 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 judgments 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, 2013 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.

Corporate governance:

The Company and its Board has been complying with the Corporate Governance parameters 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 Discussion and Analysis Report forms part of this Report. Auditor''s 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 Company''s equity shares:

The Equity Shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There have been no defaults in paying the annual listing fees.

Acknowledgement:

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

Mumbai On behalf of the Board of Directors

25th April, 2013

Registered Office:

3-11, G.I.D.C., Vapi

Dist. Valsad, Gujarat R. D. Shroff

Pin: 396195. Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31 March 2012.

Financial results

(Rs. in Lacs)

Particulars Consolidated Standalone

Current year Previous Year Current year Previous Year Total Revenue 776365 589817 345949 306468

Earnings before interest, tax, depreciation, 147634 120736 61482 61855 amortization, exceptional, prior period adjustments and minority interest

Depreciation/ amortization 29238 21380 14349 11468

Interest 41464 31200 16437 29364

Exceptional items 1845 1400 - -

Prior period adjustments 2217 312 - -

Minority interest 535 1036 - - Profit before tax 72335 65408 30696 21023 Provision for taxation

Current tax 11679 9597 6199 5880

MAT credit entitlements -192 - -192 -

Deferred tax 937 -1496 2046 -631

Tax effect of earlier year 377 -793 -61 24

12801 7308 7992 5273

Profit after tax 59534 58100 22704 15750

Loss from associates 3979 2338 - - Net profit for the year 55555 55762 22704 15750

Merger

The Honorable High Court of Gujarat, vide its order dated 20 December 2011 and 13 January 2012 has sanctioned Scheme of Amalgamation of Company's overseas subsidiary United Phosphorus Limited (Mauritius) with the Company with effect from 1 July 2011. Pursuant to this, all the assets and liabilities of United Phosphorus Limited (Mauritius) have been vested in the Company.

operational Performance

During the year, India received good rainfall. Except for parts of Andhra Pradesh, good rainfall was recorded all over India. Production for almost all the crops increased.

In various countries worldwide, good rainfall were recorded.

The prices of most inputs were fairly stable. However, crude prices started moving up steeply in recent months. Further, during the year, the volatility of various currencies continued. After a brief period of stability, the currencies, mainly the US dollar started rising again. On account of an increase in crude prices and a higher import bill, the Indian economy posted negligible growth. Inflation has been rising. Interest rates remained quite high throughout the year, affecting all sectors in the economy adversely.

The US economy has started, albeit slowly, showing signs of revival. However, economies of the European nations have worsened during the year. The fears of euro zone debt crisis are looming large. This may lead to lower economic growth in the coming years. In Asia, the tsunami destroyed Japan's crop production. There was civil unrest in Libya.

In spite of these adverse circumstances, the Company performed very well. Some of the highlights of its performance are as under:

a) Revenue from operations - increased by 14% to Rs. 330,800 lakhs.

b) Exports - increased by 16% to Rs. 167479 lakhs (FOB value).

c) EBITDA - decreased by 0.6% to Rs. 61482 lakhs.

d) Profit before tax - increased by 46% to Rs. 30696 lakhs.

e) Profit for the year - increased by 44% to Rs. 22704 lakhs.

Future Outlook

For the coming year, normal to above average monsoons are predicted in India. This will result in another year of improved performance in the Indian market. The domestic sales in India are expected to improve, resulting in higher profitability. On the export front, the Company sees good opportunities in Latin American, European and Asian markets. A strong farm economy in Brazil will help the Company penetrate these markets effectively and in a short time. With an increase in the global population and increasing demand for higher quality foods, the Company is poised for higher sales and improved profitability in the future.

Dividend

Interim dividend of 100% on equity shares was paid to the members for the financial year 2011-12 in April, 2012.

Your Directors have recommended final dividend of 25% i.e. Rs.0.50 per Equity Share of Rs. 2 each for the financial year ended 31 March 2012, 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 27 July 2012 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

Finance

During the year, the Company raised funds of Rs. 250 crores by issuing unsecured Redeemable Non-convertible Debentures.

Fixed Deposits

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31 March 2012.

Recent Acquisitions

During the year, the Company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders.

DVA Agro Brazil is engaged in producing, marketing, selling and distributing crop protection products and specialties in the Brazilian agrochemicals market. It has a formulation plant in Brazil with expansion plans currently under execution to build capabilities in different crop protection product categories. This acquisition will result in blending German and Indian expertise in business, technology and manufacturing in agribusiness in Brazil. This will help develop crop protection solutions, to provide higher value- added products to customers and also considerably broaden the Company's existing portfolio.

Research and Development Research and Development efforts have been focused on developing process technologies of off-patent molecules for future introductions. Process improvements of existing products have been undertaken to improve product quality, cost reduction and productivity improvement Environment, Health and Safety (EHS) considerations have been given special emphasis in the process improvement activities.

R&D efforts have also been focused on developing new, safer, and eco-friendly formulations for better efficacy and improved value to farmers. Many new combination products have been developed and are under bio efficacy studies to control a broad spectrum of pests.

A new pilot plant has been set up at Ankles war during the year to scale up new formulation compositions and processes and for making larger quantities of formulations for field trials.

Regulatory data generation and chemistry dossier preparation for domestic and international registrations were continued during the year.

Subsidiary Companies

In pursuance of Circular no. 2/2011 dated 8 January 2011 issued by Ministry of Corporate Affairs, the Company attached its consolidated financial statements and that of its subsidiaries. The same is prepared in compliance with the Accounting Standard-21.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Company's registered office and administrative office.

During the year, the subsidiary companies in the UK, the US, China, Vietnam and South Africa have performed well. Cerexagri group of companies also improved the sales and profitability in European markets.

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 reappointment 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 2012-13.

In respect of consolidated accounts, the auditors have qualified their report for non-inclusion of accounts of certain subsidiaries, joint ventures and associated companies, and non-disclosure of segment reporting. In this regard, your attention is invited to Notes 2(b) and 31 of the consolidated accounts which are self-explanatory.

Cost Audit

During the year, M/s. M.B. Ashtamkar, Cost Auditors, submitted their resignation. In their place, the Board of Directors appointed M/s. RA Ef Co, Cost Accountants, Mumbai as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company in respect of the insecticides for the years 2011-12 and 2012-13. They have submitted a certificate of their eligibility for such appointment. For the year 2011-12, the due date for filing the Cost Audit Report is 30 September 2012 and the same will be filed in due course. The Cost Audit Report for the year 2010-11 was filed on 20 September 2011.

Depository System

98.09% of the total paid up equity shares of the Company are dematerialized as on 31st March 2012.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Chirayu Amin, Mr. V. R. Shroff, Mr. Vinod Sethi and Mr. A. C. Ashar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for reappointment.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. Chirayu Amin, Mr. V. R. Shroff, Mr. Vinod Sethi and Mr. A. C. Ashar, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

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.

Particulars of Employees

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure 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 31 March 2012, 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 judgments 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 31 March 2012 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;

k. The annual accounts have been prepared on a going concern basis.

Corporate Governance

Your Company and its Board has been complying 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. Auditor's 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 Company's Equity Shares The equity shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

Acknowledgement

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

Mumbai: 30 April 2012 On behalf of the Board of Directors

Registered Office:

3-11, G.I.D.C., Vapi

Dist. Valsad, Gujarat R. D . Shroff

Pin: 396195. Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS: (Rs. in lacs)

Consolidated Current Previous Year Year

Sale of Products (net of excise and rebate and discounts) and other income from operations. 589817 549279

Profit before depreciation, interest and amortization of Deferred revenue expenses and Minority Interest 120424 103389

Depreciation / Amortisation 21380 21470

Interest 31200 19379

Exceptional Items 1400 2670

Minority Interest 1036 593

Profit Before Tax 65408 59277

Provisions for Taxation:

Current Tax 9597 3720

MAT Credit Entitlement - -

Deferred Tax (1496) 4415

Tax effect of earlier years (793) 401

7308 8536

Profit After Tax 58100 50741

Share of Profit in Associates (1417) 1875

56683 52616

Prior Period Adjustments (Net) 921

Debenture Redemption Reserve (Net of write back) (23843) 3601

(22922) 3601 79605 49015

Balance Brought Forward 123693 86929

Amount available for Appropriations 203298 135944

APPROPRIATIONS:

Debenture Redemption Reserve written back

Final Equity Dividend 9261 8791

Tax on Distributed Profits 1502 1460

Debenture Redemption Reserve (Net of write back) Transfer to General Reserve 27500 2000

38263 12251

Balance Carried Forward 165035 123693



Stand Alone Current Previous Year Year

Sale of Products (net of excise and rebate and discounts) and other income from operations. 306468 262734

Profit before depreciation, interest and amortization of Deferred revenue expenses and Minority Interest 61855 44895

Depreciation / Amortisation 11468 10791

Interest 29364 9264

Exceptional Items - -

Minority Interest - -

Profit Before Tax 21023 24840

Provisions for Taxation: Current Tax 5880 4420

MAT Credit Entitlement - (2277)

Deferred Tax (631.00) 4568

Tax effect of earlier years 24 -

5273 6711

Profit After Tax 15750 18129

Share of Profit in Associates -

15750 18129

Debenture Redemption Reserve (Net of write back) -

0 0

15750 18129

Balance Brought Forward 2340 63

Amount available for Appropriations 18090 18192

APPROPRIATIONS:

Debenture Redemption Reserve written back 30448 4402

Final Equity Dividend 9261 8791

Tax on Distributed Profits 1502 1460

Debenture Redemption Reserve (Net of write back) 6605 8003

Transfer to General Reserve 27500 2000

44868 20254

Balance Carried Forward 3670 2340



OPERATIONAL PERFORMANCE:

During the year, India received very good monsoon. The La Nina effect leading to high precipitation resulted in bountiful rains throughout the country. Many crops recorded higher production this year. There was bumper harvest in both kharif and rabi seasons. Prices of most of the inputs also stabilized during the year. All these factors led to overall improvement in the economy of the country. The GDP growth was also higher.

Barring a few countries like Argentina, the rains were good and fairly widespread in most of the countries around the world. However, there were political upheavals and public uprising which saw end of dynasty rule in countries like Tunisia, Egypt, Libya, etc. Japan suffered national calamities like earthquake, tsunami and nuclear leaks. It led to high crude oil prices which affected the economies of all countries. Fears of inflation are looming large. Economies of some of the European nations continued to remain sluggish.

On the back of good monsoon, the sale of agrochemicals in India in the first half of the year were higher. However, contrary to the expectations, the sales in second half were not so encouraging. On international front, the company did very good business in Latin American market. The sales of companys agrochemicals in these parts were high and in future also, the sales of agrochemicals in the Latin American countries will go up.

Total net sales for the year were higher at Rs. 2809.14 crores as against Rs. 2453.39 crores. Profit before Taxes were at Rs. 210.23 crores as against Rs. 248.40 crores last year.

FUTURE OUTLOOK:

For the year 2011-12, normal monsoons are predicted in India. This should result in higher sales and improved profitability. Further, economic situation in USA and many countries in Europe are showing distinct signs of recovery. This will positively affect the performance of agrochemical industry. With the population in India going up, food production has to go up which can be possible only by increased and regulated usage of agrochemicals. In the recent Union Budget, greater thrust is provided on agriculture, infrastructure and education. This will also help the Company to have better performance in the coming years.

DIVIDEND:

Your Directors have recommended dividend of Rs. 2/- per Equity Share of Rs. 2/- each for the financial year ended 31st March, 2011, 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 26th July, 2011 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.

FINANCE:

During the year, the Company has raised funds of Rs. 600 crores by issue of unsecured Redeemable Non-convertible Debentures.

FIXED DEPOSITS:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2011.

RECENT ACQUISITIONS:

During the year, the Company made following acquisitions:

a) Global non-mixture Mancozeb fungicide business and related assets from DuPont, including existing inventory, manufacturing and formulation production facilities in Barranquilla, Colombia. This includes rights to registered brands for non-mixture mancozeb products, trademarks, as well as registrations and supporting regulatory data for those products, which include Manzate® brand fungicides. Mancozeb is a leading fungicide and this acquisition will also help the Company in strengthening its position in the high growth emerging markets including South and Central America.This purchase will enhance the Companys position in the EBDC (Ethylene Bis Dithio Carbamates) segment.

b) RiceCo LLC, USA along with its subsidiaries and certain assets of the international business of its Affiliate Company. RiceCo does business in more than 20 countries with major markets in the US and other countries like Mexico, Thailand, Nigeria and Sri Lanka. RiceCo mainly caters to the rice market and has a wide range of product offerings based on the herbicide Propanil for this segment. Propanil is a herbicide used for the control of many important annual grasses, broadleaf and sedge weeds in rice. RiceCo will add strong brands for the rice segment to the Companys branded product portfolio.

(c) One-half of stake in Sipcam Isagro Brasil (SIB) , a company in Brazil. This company is a niche local producer and distributor in the Brazilian agrochemicals market. It has a formulation plant in Brazil. This acquisition will help the Company to enter direct distribution business in Brazilian market for its products and help to target untapped markets.

RESEARCH AND DEVELOPMENT:

Research and Development has been given the highest priority in companys business plan. Companys research laboratories at Ankleshwar, Thane and Vapi have been upgraded by adding new equipment and instruments.

In pursuit of introducing new products in the market, R&D has focused on the development of process technologies for the fungicides, herbicides and insecticides. Efforts have also been focused on developing new safer and eco-friendly formulations for better efficacy and improved value for the farmers.

R&D has worked relentlessly in the quality improvement, cost reduction, batch cycle time and waste reduction of our existing products.

Various regulatory data generation and submission of registration dossiers have been also done by R&D during the year.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, the Company is carrying out many social activities in diverse fields. In respect of education, it has set up schools and colleges in Vapi, Ankleshwar, Sivakasi, etc. It is also providing monetary help to other schools and colleges situated near the factories of the Company. The Company has also set up post graduation higher study education institutions at Vapi and Ankleshwar. At Vapi, management and nursing colloges are set up. At Ankleshwar, new chemical engineering college is coming up.

In the fields of health and medicine, the Company along with Rotary club has started state of art hospital at Vapi with the latest modern equipments. At Ankleshwar, the Company is helping the nursing homes and hospitals.

Environment and pollution control is a priority issue for the Company. The Companys factories are located in chemical zones at Vapi and Ankleshwar. Senior management of the Company including the Chairman and Vice-Chairman are actively involved in effluent treatment companies in Vapi and Ankleshwar. With significant efforts of these officials in the areas of pollution control, Vapi has been removed from the list of critically polluted areas.

The Company is spending lot of money to help the small and medium scale units in managing their effluents by developing sophisticated COD measuring instruments. At Ankleshwar, the Company has helped in setting up a state of art solid waste landfill site which is considered to be the best in the country. For outstanding research and development work on pollution control and environment protection, the Chairman has been awarded by the Department of Science and Research (DSIR).

Various other initiatives which will help people and improve their life-style are supported and encouraged by the Company. This includes building gardens, parks and temples, providing rural electrification and tubewells, etc.

SUBSIDIARY COMPANIES:

In pursuance of Circular no. 2/2011 dated 8th January, 2011 issued by Ministry of Corporate Affairs, the Company has attached the consolidated financial statements of the Company and its subsidiaries. The same are prepared in compliance with the Accounting Standard-21.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Companys registered office and administrative office.

In spite of the economies of many countries were under pressure, all the subsidiary companies of your Company have performed reasonably well. Subsidiaries in U. S. A., U.K., Cerexagri group of companies, Argentina, Australia and Japan have done good business.

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 2011-12.

The auditors, without qualifying their Report have drawn attention of members that as per the Court order and the legal advice obtained by the company, the company has not adjusted tax benefit in respect of the amortization of the Product Registrations and Product acquisition to the reserves. In this regard, your attention is invited to Note No.14 in schedule T which is self- explanatory. The other 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, joint ventures and associated companies, and non disclosure of segment reporting. In this regard, your attention is invited to Notes 1(b) and 18 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 the insecticides for the year 2011-12. They have submitted a certificate of their eligibility for such appointment. For the year 2009-10, they have filed their Cost Audit Report on 25th September, 2010. The due date for filing the same was 30th September, 2010.

DEPOSITORY SYSTEM:

97.98% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2011.

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.

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 ensures that compliance to statutory safety regulations is fully met with the management support to manufacturing units. The Company has implemented various codes of practices under Responsible Care program, an initiative of Indian Chemical Council, which addresses broadly various aspects related to Safety, Health and Environment. The Company not only addresses its own issues related to SHE aspects, but also takes care of various related problems faced by other industries in the region where the Units are located. All manufacturing units are operating with QMS ISO 9001, EMS ISO 14001 and OHSAS 18001 certification. Various certificates are getting renewed from time to time after audits by respective accreditation agency.

The Company have all the material Consents & Authorization valid under different environmental acts and rules. Various manufacturing activities are performed at the units as per Consents obtained from respective State Pollution Control Boards. Moreover, all Units are complying to provisions of Factories Act and Company have taken steps to ensure safe working place for all employees, and protecting their health.

During the last year, the Company has augmented Effluent Treatment Plants and air pollution control systems at the Units to meet stringent discharge norms being prescribed for discharge of treated wastewater / stack emissions. The Company is already having on-line monitoring system for TOC / TKN at two units i.e. Unit No. 00 at Vapi and Unit No. 01 at Ankleshwar. For treating effluent with refractory COD, Company has set up separate treatment system at Vapi and Ankleshwar. To take care of Ammonical Nitrogen problem, Company has incorporated additional treatment system which ensures that this parameter is well within the prescribed limit. Treated effluent from the Units is discharged to Common Treatment Facilities at Vapi, Ankleshwar and Jhagadia; and effluent discharge meets inlet norms of Common Treatment Facilities.

Measures taken by the Company for water conservation and recycling have paid good results. With operation of RO System at Unit No. 05 (Jhagadia), approximately 200 KL / Day water has been recycled which has helped in reduction of water consumption.

Solid and Hazardous Wastes generated by the units are treated and disposed off at Common Hazardous Waste Treatment & Disposal Facility. During the year, Company has constructed Hazardous Waste Storages at units as per the new guidelines.

The Company has set up Emergency Risk Teams at all its units. In case of any emergency like flood, fire, accident, explosion or any other calamity, these teams swing into action immediately and bring the situation under control. Their work is greatly appreciated by the government departments, fire brigade and the industries in these areas.

PARTICULARS OF EMPLOYEES:

In terms of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. Having regard to the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure 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, 2011, 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, 2011 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:

Your Company and its Board has been complying 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.



On behalf of the Board of Directors

R. D . Shroff Chairman & Managing Director

Mumbai 29th April, 2011

Registered Office: 3-11, G.I.D.C., Vapi Dist. Valsad, Gujarat Pin: 396195.


Mar 31, 2010

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in lacs)

Consolidated Stand Alone

Current Previous Current Previous

Year Year Year Year

Sale of Products (net of excise and rebate and discounts)

and other income from operations. 549457 497350 262734 258065

Profit before depreciation, interest and amortization of

Deferred revenue expenses and Minority Interest 103336 98670 45060 48397

Depreciation / Amortisation 21470 19268 10791 8889

Interest 19379 29189 9264 23014

Exceptional Items 2670 1007 - 50

Minority Interest 593 247 - -

Profit Before Tax 59224 48959 25005 1 6444

Provisions for Taxation:

Current Tax 5997 4512 4420 1871

MAT Credit Entitlement (2277) (1935) (2277) (1861)

Deferred Tax 4415 (193) 4568 534

Fringe Benefits Tax - 308 - 290

8135 2692 6711 834

Profit After Tax 51089 46267 18294 15610

Share of Profit in Associates 1875 1995 - -

52964 48262 18294 15610

Debebture Redemption/ General Reserve written back 5000

Prior Period Adjustments (Net) 348 2675 165 836

Debenture Redemption Reserve (Net of write back) : 3601 11664 - -

3949 14339 165 836

49015 38923 18129 14774

Balance Brought Forward 86929 57223 63 1170

Amount available for Appropriations 135944 96146 18192 15944

APPROPRIATIONS:

Debenture Redemption Reserve written back - 4402 -

Transfer from General Reserve - 5000

Final Equity Dividend 8791 6596 8791 6596

Tax on Distributed Profits 1460 1121 1460 1121

Debenture Redemption Reserve (Net of write back) 8003 11664

Transfer to General Reserve 2000 1500 2000 1500

12251 9217 20254 20881

Balance Carried Forward 123693 86929 2340 63

OPERATIONAL PERFORMANCE:

During the year the monsoon in India was scanty and erratic. There was drought in many parts of the country. However, as the companys sales are made in almost all the countries in the world, the companys dependence on rainfalls in India has reduced considerably. In fact, international sales account for 78% of the total sales globally. Hence, the poor rainfall in India did not affect the performance of the Company.

During the first few months of the financial year key input costs were high and so were the selling prices. Subsequently the input costs moderated over the course of the year. The company was able to effectively pass on the impact of the changes in input costs. The company continuously endeavors to bring efficiencies in production processes leading to savings in overhead costs.

The year witnessed varied currency fluctuations wherein the Indian Rupee appreciated notably against the US Dollar and Euro. The company took necessary action to reduce the impact of currency fluctuations.

Total net sales for the year were higher at Rs.2453.39 crores as against Rs.2327.39crores: Profit before Taxes were higher at Rs.250.05 crores as against Rs.164.44 crores last year.

FUTURE OUTLOOK:

India, with its vast population, is a huge market and Indian economy survived the severe onslaught of global slowdown. In fact, Indian economy maintained its growth momentum. All agro-based companies in India have done well in the current year.

For the year 2010-11, near normal rains are forecasted. This should augur well for the Company. The expected revival of economies all over the world will pave way for another good year. U.S. and European economies have concerns in the areas of high unemployment and low spending. Some of the world economies face political crisis and financial imbalances. In comparison, Indian economy has done extremely well. Monetary policies, coupled with a very strict financial discipline, have helped the country face the downturn effectively and some of the sectors have progressed very well last year. Agri-based sector is one such sector. The company is expected to maintain a stable growth rate in the coming year.

DIVIDEND:

Your Directors have recommended dividend of Rs.2/- per Equity Share of Rs. 2/- each for the financial year ended 31st March, 2010, 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 8th September, 2010 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.

FINANCE:

During the year, the company has raised funds of Rs.385 crores by issue of unsecured Redeemable Non-convertible Debentures. It has also issued short term commercial papers.

FIXED DEPOSITS:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2010.

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 qualified and experienced scientists and engineers.

With the constant endeavor to improve quality, cost reduction and to penetrate new local and global markets, research is carried out continuously at companys R&D laboratories at Ankleshwar, Halol, Jhagadia, 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 developing and producing molecules which are going off patent in the near future.

The R&D team is continuously working and developing new safe and ecofriendly formulations and combination formulations of various pesticides for which patents are obtained in India and abroad.

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:

The company has been active in the area of social services for the benefit of communities, in and around, where its factories are located. Right from its inception as a small scale industry way back in 1970, its endeavour for social upliftment has been a continuous process. Over the years, this service is extended to other areas and many diverse fields.

In the field of education, the Company has funded and managed many schools and colleges. It is supporting a new Chemical Engineering col lege with the help of Rotary CIub at Ankleshwar. Arts, Commerce, Science, Pharmacy, Nursing and Management Colleges are set up with the financial and management support from the Company. At Baroda, the Company has promoted various artists and art exhibitions, photo exhibitions, photo-journalism etc.

The Company is always in the forefront of medical care initiatives. It has supported various hospitals, promoted scores of rural health check-up camps, provided medicines, etc.

Various environmental initiatives are taken by the Company. Thousands of saplings are planted every year.

The Chairman of the Company was given an award by the Department of Science & Industrial Research (DSIR) for outstanding research and development on pollution control and environment protection.

The Company is supporting the people in Dangs for improving their lifestyles. In Vapi and Ankleshwar, it is supporting numerous temples, gardens and parks. The Company has also provided rural electrification and tubewells in nearby villages around Vapi and Ankleshwar.

SUBSIDIARY COMPANIES:

Your Directors are pleased to inform you that the DCA has vide its letter dated 9th June, 2010 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, 2010.

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.

All the subsidiary companies have performed well during the year. There has been increase in the business of the major subsidiaries at USA, U. K., Japan and Cerexagri group of companies, though global slowdown and currency fluctuations affected their performance to some extent.

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 2010-11.

The auditors, without qualifying their Report have drawn attention of members that as per the Court order and the legal advice obtained by the company, the company has not adjusted tax benefit in respect of the amortization of the Product Registrations and Product acquisition to the reserves. In this regard, your attention is invited to Note No.14 in schedule T which is self- explanatory. The other 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, joint ventures and associated companies, non provision for decline in the market value of the investment in the accounts of the subsidiary company in Japan and non disclosure of segment reporting. In this regard, your attention is invited to Notes 1 (b), 6 and 18 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 2010-11.

DEPOSITORY SYSTEM:

97.72% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2010.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Kalyan Banerjee, Dr. (Mrs.) Reena Ramachandran, Mr. Pradip Madhavji and Mr. R. D. 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. Kalyan Banerjee, Dr. (Mrs.) Reena Ramachandran, Mr. Pradip Madhavji and Mr. R. D. Shroff, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

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 has integrated Safety, Health and Environment aspects into manufacturing operations and other areas which facilitated continual improvement in the performance. UPL is Signatory to Responsible Care initiative of Indian Chemical Council and has been allowed to use Responsible Care logo. All manufacturing Units have implemented Quality Management System Standards ISO 9001, Environmental Management System Standards ISO 14001 and Occupational Safety & Health Assessment Standards OHSAS 18001. These certificates are being renewed from time to time after audit by certification agency.

The manufacturing Units are operating with valid Consents and Authorization issued by respective State Authorities. All the Manufacturing Units have Air Pollution Prevention & Control measures and have Effluent Treatment Plants. Company is recovering various valuable resources from waste streams and are being recycled. With concerted efforts in process improvement and waste reduction, there is considerable reduction in consumption of resources like water, electricity, solvents and raw materials in manufacturing of various products. Company has also adopted energy conservation measures and improved energy efficiency at all units.

At its Jhagadia unit, Company has commissioned and is operating a water re-cycling system using Reverse Osmosis Technology with capacity of 380 KL per day. Recovered water is being reused in the plants. The ETP at Jhagadia Unit is set up with Sequential Bio Reactor technology (SBR).

Treated effluents from manufacturing units at Ankleshwar, Jhagadia and Vapi are sent to Common Treatment Facilities for further treatment & disposal. The solid / hazardous wastes generated are sent to Common Hazardous Waste Treatment, Storage & Disposal Facilities for treatment and disposal.

Company has automated filling & packing line of Pesticide Formulation and has avoided spillage & exposure.

For further improvement of Safety performance, the Company has focused approach on leading indicators like recording and correcting near miss incidents, implementation of Behavioural Based Safety Management System & hazard recognition through shop floor employees. Parallelly, safety related infrastructure is also being improved by regular investment in plants. In last financial year, Rupees Nineteen Crores have been invested on infrastructure related improvements.

Company is carrying out regular medical examinations of all employees. Regular safety training programmes are conducted for employees, nearby public, contractors and transporters to create safety awareness amongst them on safety aspects and improve safety performance. All units are having Emergency Rescue Team and members are available in all shifts. ERT members are helping the neighbouring units also in case of any emergency situation. The Company is having system of Plant Safety Representatives in each plant besides safety teams.

Company is carrying out hazop studies and risk assessment for all new plants and for expansion programs. Regular safety audits are conducted by safety teams and through external agencies.

A dedicated team is working for green belt development and tree plantation. Company is having own nursery at all Units which provide required saplings for tree plantation.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC AND PARTICULARS OF EMPLOYEES:

Information required under Section 21 7 (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 21 7 (2AA) of the Companies Act, 1956:

1. in the preparation of Annual Accounts for the year ended 31st March, 2010, 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, 2010 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:

Your Company and its Board has been complying 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.



For and on behalf of the Board,

Mumbai R. D. Shroff

2nd August, 2010 Chairman & Managing Director

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