AnnualReport12 13

What makes United Phosphorus one
of the most profitable agrochemical

companies in the world?
United Phosphorus Limited I Annual Report 2012-13
Forward looking statement
In this Annual Report we have disclosed forward-looking information to enable
investors to comprehend our prospects and take informed investment decisions.
This report and other statements - written and oral - that we periodically make
contain forward-looking statements that set out anticipated results based on
the management’s plans and assumptions. We have tried wherever possible to
identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’,
‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection
with any discussion of future performance.
We cannot guarantee that these forward looking statements will be realised,

although we believe we have been prudent in assumptions. The achievement of
results is subject to risks, uncertainties and even inaccurate assumptions. Should
known or unknown risks or uncertainties materialise, or should underlying
assumptions prove inaccurate, actual results could vary materially from those
anticipated, estimated or projected. Readers should bear this in mind.
We undertake no obligation to publicly update any forward-looking statements,

whether as a result of new information, future events or otherwise.
Inside the document

Corporate Identity...................................................................... I 06
Performance highlights.............................................................. I 08
Chairman’s Overview.................................................................. I 10
Statement by global CEO............................................................ I 24
Corporate Strengths............................................................ I 26
Business Model.............................................................. I 28
MDA.......................................................................... I 30
Our focus areas....................................................... I 39
Finance review...................................................... I 46
Risk Management............................................... I 49
Notice............................................................... I 51
Director’s Report.............................................. I 58
Corporate Governance.................................... I 67
Financial section............................................. I 76
There are hundreds of global
agrochemical companies. And then
there is United Phosphorus.
Not only one of the world’s fastest
growing agrochemical companies. But
one of the most profitable as well.
A Company that reported a 20%
revenue growth and a 23% PAT
growth in a sluggish 2012-13. Both
numbers were way higher than their
respective industry benchmarks.
The big question: just what makes
this multinational Company of Indian
origin one of the most profitable
sectoral players in the world?
02 United Phosphorus Limited
Annual report 2012-13
There are hundreds

of reasons why
United Phosphorus
Limited has
consistently
reported margins
significantly
higher than the
sectoral average.
United Phosphorus Limited
03
Global
Strategy CEO’s Corporate Area of Risk Annual report 2012-13
Overview and review statement strength MDA focus mitigation Notice Secretarial Financials
For reasons of
brevity, permit
us to put down
just one.
Knowledge.
05
Global
Knowledge of crops. Knowledge of pest action. Knowledge of

climatic patterns. Knowledge about global markets. Knowledge
of registration requirements. Knowledge of registration processes.
Knowledge of the right products for the right markets. Knowledge
of emerging global consumption trends. Knowledge of product
applications. Knowledge of manufacturing assets. Knowledge of
manufacturing processes, Knowledge of distribution channels.
Knowledge of aquisition targets. Knowledge of probable synergies.
Knowledge of environmental management. Knowledge of value-
chain management. Knowledge of farmer relationships. Knowledge
of branding impact. Knowledge of value-engineering. Knowledge
of hazardous process management. Knowledge of impending
genericisation. Knowledge of production economies. Knowledge of
toxicology, eco-toxicology and other studies. Knowledge of seeds,
yields and productivity. Knowledge of crop cycle requirements.
Knowledge of efficient energy management. Knowledge of product
innovation. Knowledge of process safety. Knowledge of cash-flow
management. Knowledge of low cost debt procurement. Knowledge
of multi-location management.
Over the years, the combination

of diverse knowledge streams
has translated into overarching
achievements at UPL.
UPL is the twelfth largest agrochemical company in UPL holds more than 3,500 registrations across 120
the world and the sixth largest generic agrochemical global markets.
company.
UPL operated through 88 global subsidiaries in 41
countries with a sales presence across 120 countries.
UPL has grown revenues three times the global
agrochemical sector average. UPL holds 83 product patents in India and the world
over.
UPL is a successful multi-product, multi-crop, multi-
climate and multi-country agrochemical company. UPL is the world’s largest producer of Mancozeb,
Aluminium Phosphide, Devrinol, Cypermethrin and
UPL acquired, absorbed and turned around 19
companies in the last 20 years. Monocrotophos.
25
Number of
20%
Growth between
17
Acquisitions in the last
10
UPL products with
110
Chemistries with
nationalities at UPL 2007 and 2012 ten years global leadership in-house expertise
07
Global
Legacy Product profile (Agrochemicals)

Part of the US$ 1.7 bn group
Fungicide Herbicide Insecticide Rodenticide Plant growth
Established in 1969
regulators
Headed by Mr. Rajju Shroff (Chairman) RAMPART JHATKA ACETA RATOL AISHWARYA
and a team of experienced professionals STARTHENE GRANULES
SAAF LAGAAM CYRUX
Existence
SAMAR SAATHI PHOSKILL
Headquartered in Mumbai, India
UNILAX SF-10 ULALA
Manufacturing presence across 23
UTHANE M 45 SWEEP IMIDA GOLD
international locations (nine in India, three
in France, two in Argentina, and one each in MANZATE TOTAL LANCER
Vietnam, Colombia, The Netherlands, Italy, UNIQUAT LANCER GOLD

Spain and China)
The Indian manufacturing units are located Industrial and specialty chemicals
at Vapi, Ankleshwar, Jhagadia, Halol, Jammu
White/Yellow Phosphorus (WP/YP) Triphenyl Phosphite (TPPI)
and Haldia. The captive power plant (48.5
MW) is located in Jhagadia (Gujarat) Phosphorus Red (RP) Triethyl Phosphite (TEPI)
Phosphorus Trichloride (PCL3) Tri Iso Octyl Phosphite (TIOP)
Global sales presence across 120 countries
(through subsidiaries and associates) Phosphorus Oxychloride (POCL3) Diphenyl Isodecyl Phosphite (DPDP)
Global marketing presence through 88 Phosphorus Pentachloride (PCL5) Phenyl Disodecyl Phosphite (PDDP)
subsidiaries Phosphorus Pentoxide (P205) Tris Tridecyl Phosphite (TTDP)

Trimethyl Phosphite (TMP) Tri Decyl Phosphite (TDP)
Offerings Triphenyl Phosphate (TPPA) Phenyl Isocyanate (PI)
The Company’s product offerings include
Meta Chloro Phenyl Isocyanate (MCPI) Meta Chloro Phenyl Isocyanate (MCPI)
fungicides, insecticides, herbicides,
rodenticides, fumigants, plant growth
regulators, agrochemicals as well as
Seeds
chemicals (industrial and specialty). Field crops Vegetable crops
Hybrid paddy Cabbage
Registrations
Oilseeds Cauliflower
The Company has more than 3,500 product
registrations, which represent permissions by Canola Green peas
statutory authorities to market agrochemicals Hybrid mustard Water melon

in their respective countries. Hybrid field corn
Key product profile

Products Nature Usage
Mancozeb A fungicide belonging to the dithiocarbamates class Varied crops like wheat, potatoes, apple, pears, onions, vines
including maneb. This is a polymer complex with and asparagus.
manganese and zinc.
Devrinol A well-established selective systemic herbicide, Acts as a pre-emergence herbicide; which means that weeds
containing napropamide, for controlling the growth are removed before they have a chance to compete with the
of grass and broad-leaved weeds. crop. Devrinol has a long residual activity providing lasting
control of grass and broad-leaved weeds.
Aluminium An inorganic compound used as a wide band gap Used as a rodenticide, insecticide and fumigant for stored
Phosphide semiconductor and fumigant. cereal grains; used to kill small verminous mammals, moles
and rodents.
08
2008-09 4,974
2009-10 5,493
2010-11 5,898
2011-12 7,764
2012-13 9294
Revenue (Rs. crore)

2008-09 987
2009-10 1,034
2010-11 1,207
2011-12 1,476
2012-13 1762
EBIDTA (Rs. crore)

Knowledge.
PBT
2008-09 468
2009-10 599
2010-11 664
2011-12 729
2012-13 944
(Rs. crore)
2008-09 438
profit
2009-10 513
2010-11 591
2011-12 601
2012-13 741
Post tax (Rs. crore)
2008-09 19.8
our 2012-13 performance
margin
EBIDTA
2009-10 18.8
2010-11
And how this played out in
20.5
2011-12 19.0
2012-13 19.0
(%)
09
Global
Financial Marketing
Revenue increased by 20% from Rs.7,764 crore in 2011- Introduced more than nine formulations and technical
12 to Rs.9,294 crore products
EBIDTA increased by 19% from Rs.1,476 crore in 2011-12 Launched Ulala, a specialised product, for the first time in
to Rs.1,762 crore India
Post-tax profit increased by 23% from Rs.601 crore in Applied for 686 registrations; received 219 registrations
2011-12 to Rs.741 crore
EBIDTA margin increased to 19% in 2012-13
Strategic
Entered four geographies
Post-tax profit margin increased by 30 basis points from
Completed one full year of Brazilian operations, reporting
7.7% in 2011-12 to 8%
satisfactory revenues
Return on capital employed increased by 29 basis points
from 14.51% in 2011-12 to 14.80%
PAT margin (%) Cash (Rs. crore) ROCE (%) Return on (%) Earning per (Rs.)
profit gross block share
10.0
9.3
17.12
8.8
1,298
16.6
16.0
8.0
15.3
7.7
15.1
14.8
14.6
14.5
1,021
13.3
12.45
12.03
11.97
12.0
11.8
878
10.37
814
661
2009-10
2010-11
2011-12
2012-13
2008-09
2009-10
2010-11
2011-12
2012-13
2008-09
2009-10
2010-11
2011-12
2012-13
2008-09
2009-10
2010-11
2011-12
2012-13
2008-09
2009-10
2010-11
2011-12
2012-13
2008-09
Chairman’s overview
I am happy to present the 2012-13

performance of your Company.
growth and maintained our EBDITA
margins at 19%.
This performance was also a

vindication of our core positioning as
a multi-product, multi-crop, multi-
season and multi-region organisation,
where a decline in one country was
more than covered by an improvement
in the others.
Sectoral overview
Never before in the last few decades
has the agrochemicals industry been
as relevant as it is today.
The convergence of a number of

factors emphasise the role of the
sector in the survival of mankind. This
reality stems from factors like high
population growth, declining arable
land and growing water scarcity. The
message: the world needs to generate
more food from less land.
The first signs are visible: food

shortages, lingering malnutrition rising
food prices and food-linked inflation.
Just consider: it is estimated that crop
loss through pest action is estimated
to be between 26% and 40% of the
world’s potential crop output and this
could double without crop protection
products. A seventh of the world
population - over 900 million people
- suffer from malnutrition because
20%
The year 2012-13 was a mixed one for Despite these realities, the Company
the industry as growth remained strong recorded a 20 % increase in revenues,
in Brazil, the US and Europe but under a 19 % increase in EBIDTA and a
pressure in India due to an erratic 23 % increase in PAT. What pleases Increase in revenue in
monsoon and prolonged drought in me most is that despite the evident 2012-13 over 2011-12
various parts of the country. challenges, we reported profitable
11
Global
of global food shortage due to crop This critical intervention accounts revenues from product manufactured
losses arising out of pest attacks. for attractive prospects. Strong out of India, arbitraging the country’s
food commodity prices will induce ability to make the best quality
The result is that agricultural output
farmers to use more pesticides. products at the lowest costs coupled
needs to double in the next two or
Developing countries like China and with our proprietary competence
three decades to feed the world’s
India are demanding higher volumes in extracting the most out of our
growing population (more 1.7 billion
of nutritious food, which will in research and assets.
mouths to feed by 2030). However,
turn strengthen the demand for
this represents a substantial barrier: it We have acquired various units and
pesticides. Pesticides have established
is estimated that each acre contains companies the world over, built strong
a strong track record of enhanced
50 to 300 million buried weeds and distribution channels and the result is
farm productivity in developed
a crop plant needs to compete with that we can reach the largest volume
and developing countries. Recent
30,000 species of weeds, 3,000 species of our products across the widest
innovations have shown pesticides
of nematodes and 100,000 species geographic range in the shortest time
of plant-eating insects before it can and at the lowest cost.
survive and reach end-users. In view of We provide farmers
with all-encompassing We have a team of scientists and
this, crop protection chemicals have a
solutions - from engineers who are at par with the
critical role to play: to minimise pest
seeds to pre-harvest best global standards, continuously
action and keep food prices down.
and post-harvest engaged in the development of
Crop protection doesn’t just protect; protection innovative products that replenish our
it enriches as well. It increases crop revenues streams.
productivity by 20-50%, which helps to be environmental-friendly. The We provide farmers with all-
mitigate the 20-40% of crop loss from increased production of soybeans encompassing solutions – from seeds
pest attacks. The industry is estimated and sugarcane in Latin America is to pre-harvest and post-harvest
to reduce overall potential pre-harvest driving pesticides consumption in that protection – that helps us extend
wheat loss of 50% to an actual loss of region. The per acre crop protection one-off transactions into enduring
29%. In the cultivation of sugar beet, for chemical usage in India (800 grams relationships.
instance, the absence of crop protection compared to 16 kg per acre in the US)
measures could reduce yields by an We will continue to evolve our
is beginning to correct upwards as the
average of 80%; some 20% of the entire registration basket with close to 250
country moves towards its destiny of
world’s agricultural production would new registrations annually to deepen
emerging as the food basket of the
be lost to post-harvest pest attacks if it our access into new markets.
world. The result: the global pesticide
were not for crop protection chemicals. industry is estimated to grow to US We respect the environment,
The result is that crop protection makes $68.5 billion in 2017, reporting a employees and communities through
excellent financial sense; farmers get CAGR of 5.5% (Source: Lucintel). responsible practices.
back $14.60 for every $1 invested on
agrochemicals, which allows them to UPL and the future Outlook
invest in seeds and on other farming UPL is attractively positioned to Based on the industry optimism, we
implements to grow more and better capitalise on this transition for the expect to double our revenues in the
crops. following reasons: next five years and reinforce our position
as the most profitable agrochemical
To feed a growing population in a We have created a global organisation
manufacturer in the world.
sustainable way, a long-term approach with a balanced presence across all
is required that ensures farmers have continents, which represents adequate
Regards,
access to tools and knowledge that de-risking from potential revenue
make it possible for them to grow losses arising out of a slowdown in
more food, bring in the harvest and any particular geography. Rajju Shroff
get it to the market. Chairman
We derive around 81% of our global
The agrochemical sector can

potentially report sustainable growth
year-on-year into the long-term
53.73
Global agrochemical
market,
2012, US$, bn
69.26
Global agrochemical
market,
2016, US$, bn
13
Global
7 90,000 2.2
Annual loss arising 30-year growth in
population,
out of pest attack in agri-product demand
2012, bn
India (Rs. / cr) until 2012 (%)
8 26–40 1.1
Expected global Global crop lost due to Annual growth in
population by attacks from weeds, agri-product demand
2030, bn pests and diseases (%) till 2050 (%)
2,306 0.21 70,000

Global cereal Hectares per person Global GDP,
production, 2012, MT of arable land, 2008 2011, US$, bn
10,000 0.20 378

Global cereal Hectares per person Global GDP, 2050,
requirement, of arable land, 2009 US$, trillion
2030, MT
Integrated and efficient processes

make United Phosphorus one of
the most profitable agrochemical
companies in the world.
15
Global
The Company has progressively reinvested in

manufacturing assets; 31 % of its total manufacturing
assets as on 31st March, 2013 had been invested in the
previous five years, indicating asset contemporariness
In the manufacture of crop protection Phosphorus, Mancozeb, Aluminium Phosphide,

chemicals where processes have been Devrinol, Cypermethrin and Monocrotophos
capacities are the largest in the world,
comprehensively institutionalised
translating into economies-of-scale and
across manufacturers, profitability
competitive costs.
is best derived from the ability to
The Company possesses adequate
integrate production, make intelligent
manufacturing flexibility; a large proportion
tweaks in the production process and
of its capacity is ‘swing’ in nature, making it
manufacture at high asset efficiency. possible to alter the product mix on demand.
At UPL, we pride on our procedural integration The Company has progressively reinvested
and efficiency, which has translated into in manufacturing assets; 31 % of its total
attractive profitability. manufacturing assets as on 31st March, 2013
The Company has extended from basic and had been invested in the previous five years,
applied research to development, registration, indicating asset contemporariness.
active ingredient manufacture, and formulation, Result: The Company is one of the most
packaging, marketing and distribution. competitive agrochemical manufacturers in the
The Company has invested in scale; its world with an EBIDTA margin around 19% in
2012-13.
The integrated business model of UPL
Basic and applied

Development Registration
research
Active ingredient Formulation and Marketing and

manufacturing packaging distribution
A sustained new product

development discipline makes
United Phosphorus one of the
most contemporary agrochemical
17
Global
The Company evolved its product mix from

the manufacture of generic to branded
products.
In the business of crop The Company invested in new

protection chemicals influenced product development; it invested
Rs.172.61 cr in research and
by climate change and evolving
development in the three years leading
pest action, profitability is
to 2012-13; its global R&D team
best derived from the ability continuously worked on new products
to develop new products and
173
and improved processes.
reinforce the product basket
The Company possessed a product
to service all farmer needs at a for almost every crop; it marketed a
single location. number of SKUs customised around The amount (Rs. / cr)
At UPL, we have invested in various the regulatory and cultivational invested in research and
initiatives to create an absolutely requirements across 90 countries; development in 2012-13
effective and contemporary product various products were novel products
mix. The Company’s marketing focus
The Company has evolved its product evolved from the mere sale of products The Company
mix from the manufacture of generic to provide a complete agricultural commissioned a plant to
to branded products (enjoying a solution for customers; this helped manufacture Clodinofop
premium coupled with repeat offtake); UPL evolve one-off transactions into in only 70 days in 2009 in
enduring relationships. Vapi against an industry
revenues from branded products
average of around nine
increased substantially. Result: The Company possessed a
months, which made it
The Company accelerated branded pipeline of more than 15 products to possible to capitalise on the
product launch through the consistent be launched in the next five years with next wheat crop; the result
introduction of new branded products. attractive revenue potential. is that Clodinofop enjoys
a 40% market share in its
herbicide space in India
today
Revenue contribution of branded products and generic products in 2012-13(%)
Branded products Generic products

75 25
An extensive marketing footprint has

helped make United Phosphorus one
of the fastest growing agrochemical
19
Global
The Company is present across all the key

global agriculture markets like Brazil, the US,
India and Europe
In the business of crop (through toxicology, eco-toxicology

protection chemicals, the and others) well in advance of
revenue, stay in line with evolving
ability to sell growing volumes
regulatory requirements, establish a
across a wide footprint in the
GLP laboratory and a rich knowledge
quickest time and at the lowest repository customised to the needs of
marketing cost enhances overall different regulatory agencies
competitiveness.
The Company’s global sales team
At UPL, we have widened our reach, works through 81 global subsidiaries
invested in trade relationships, to service growing needs arising from
promoted products and strengthened the global markets
recall to accelerate offtake.
The Company created a robust global
The Company is present across distribution network to ensure that
all key global agriculture markets its products were always available to
like Brazil, the US, India and Europe customers
(France, Spain and the Netherlands),
accounting for 61% of the Company’s
revenues in 2012-13
The Company strengthened its
packaging and promotions to enhance
trade visibility
61%
Percentage of the
The Company possesses a
The Company conducts farmer Company’s revenues
deep discipline in the process of
meets to understand their evolving derived from exports,
agrochemical registration: commission
requirements 2012-13
a research lab, generate studies
A successful acquisition capability has

helped make United Phosphorus one
of the most aggressive agrochemical
21
Global
The most recent acquisition of DVA

Agro in Brazil made it possible for
the Company to enter the largest Number of companies
and fastest growing agrochemical
market in the world
19 acquired by UPL in the
last 20 years
In the business of crop The Company’s acquisitions

Turnaround capability
protection chemicals, growth were made on the basis of the
Following liberalisation, United
acquired Company’s capabilities
and profitability can be Phosphorus acquired MTM,
(manufacturing, marketing,
derived through the organic based in the UK in 1994, a
location, capacity, patents,
greenfield route of new company with rich technical
products and registrations, capabilities, deep presence
plant commissioning and reduction in cost and potential). in Europe and the US but a
competitive manufacture weak Balance Sheet. Following
The Company provided the
or through the inorganic acquired companies with its global acquisition, UPL commissioned
approach of acquiring pool of experts, making it possible
a team to turn MTM around
through prudent investments in
companies/units at to plug competency gaps in the
plants, processes and people.
attractive costs, buying into shortest time
Within 18 months, MTM
their knowledge capital The most recent acquisition reported a surplus.
and strengthening their of DVA Agro in Brazil made it United Phosphorus responded
financials. possible for the Company to similarly following the acquisition
enter the largest and fastest of the French company Cerexagri
At UPL, we have selected to
growing agrochemical market in 2007. UPL reduced overheads
extend from the conventionally
in the world; the Company and streamlined production
accepted organic route to the across Cerexagri’s factories
immediately acquired a portfolio
select inorganic over the last two (three in France, one in Holland
of its products, plants, employees
decades, catalysing our growth and one in Italy). Besides, UPL
and registrations by circumventing
and profitability.
what would otherwise have taken leveraged Cerexagri’s Mancozeb
The Company made 19 at least 10 years.
competence, increased the
product’s capacity within its
acquisitions in 20 years; two of the
Result: The Company’s total Indian plants and acquired a
companies were loss-making when
acquisitional investment generated Colombian unit from DuPont.
acquired; each one was turned
revenues at corresponding margins These initiatives enabled UPL to
around within tenures ranging emerge as one of the world’s
in 2012-13.
from 18 months to three years. largest producers of Mancozeb.
A robust Balance Sheet has helped

make United Phosphorus one of
the most attractive agrochemical
23
Global
The Company’s average

capital cost per tonne is
Rs. 1.24
revenue generated in
well below the prevailing 2012-13 for every rupee
greenfield estimate invested in the business
In the competitive business of crop The Company possessed sound gearing

protection chemicals, scaling the (net of cash) of 0.57 (including working
capital) and 0.33 (net of working capital),
business at three times the global
lower than the sectoral peer average; its
sectoral average requires a Balance
interest cover of 4 represented adequate
Sheet that can serve as an effective comfort
foundation for sustainable growth.
The Company’s average debt cost
At UPL, we possess an attractive and compared favourably with the prevailing
consolidated Balance Sheet that makes it Indian coupon rate of 9% in 2012-13
possible for the Company to ride industry
The Company’s average receivable cycle
crests and troughs, sustain a multi-national
(net of Brazil) declined from 121 days of
presence, service the demanding needs
turnover equivalent in 2011-12 to 109 days
of bankers and shareholders and leave an
in 2012-13
adequate surplus to address unforeseens
(acquisitions). The Company had Rs.1,548 cr in cash on
its books as on 31 March, 2013
The Company’s average capital cost per
tonne is well below the prevailing greenfield The Company enjoyed a credit rating of
estimate CARE AA+ since December 2008.
The Company is attractively capitalised; Result: The Company posted an EBIDTA

every rupee invested in the business margin of 19 % in 2012-13.
generated a revenue of Rs.1.24 in 2012-13
compared to a much smaller peer global
ratio.
Statement by the Global CEO
Q. How would you appraise in revenues; Brazilian revenues climbed

up and strengthened our revenues
10 months of 2012-13; we expect to
treble revenues from this single product
the Company’s performance significantly in 2012-13. in 2013-14; we launched Atabron
in 2012-13? fungicide used in potatoes and grapes
We focused on maximising output
A. The performance of the Company and this is expected to report revenues
from the more profitable units, which
must be appraised within its sectoral of Rs.25 crore in 2013-14.
helped rationalise costs.
context. In a weak global economy
in 2012, UPL outperformed its global Our dedicated manufacturing teams Q. What is that one
industry segment. The Company’s helped reduce energy consumption, achievement that gave you
revenues grew 20 % from Rs.7,764 effluents generation and enhance considerable pleasure?
crore in 2011-12 to Rs.9,294 crore, yields, which helped reduce our
A. Our performance in Brazil was
EBIDTA increased from Rs.1,476 crore carbon footprint by Rs.15 crore
easily the highlight and something
in 2011-12 to Rs.1,762 crore and PAT (targeted annual energy bill reduction
that will have significant implications
increased 23 % from Rs.601 crore by 10%).
across the foreseeable future. A few
in 2011-12 to Rs.741 crore. What We consolidated our existing years ago, we recognised that even as
is creditable is that this growth was portfolio through an ongoing focus we had done the more difficult job of
profitable: the EBIDTA growth was on successful products like SAAF and emerging as the third largest generic
higher than revenue growth in 2012-13. Lancer Gold agrochemical Company in the world
Q. What reasons helped We retained our share (50%) of a

without a commensurate Brazilian
presence, we did need to enter that
the Company outperform its competitive herbicide market share for
country to sustain our growth. As
global sectoral average? wheat through the launch of seven
a result, our entry into Brazil was
herbicidal products in four years (three
A. It was the convergence of a number more than opportunistic; it was
patented).
of concurrent realities that translated deeply strategic. It was the coming
into our superior growth in 2012-13: We rejuvenated our product pipeline together of one of the fastest growing
through the successful Indian launch agrochemical companies and the
Our first full year of Brazilian
of Ulala (novel insecticide) translating fastest growing agrochemical market
operations was marked by a strong
into revenues of Rs.20 crore in only in the world.
agricultural season and robust growth
25
Global
There were two ways in which one we expect that the full impact of these into Rs.800 cr worth of savings in
could have addressed one’s entry measures will play out over the next the next four years as new product
into this market. Enter small, grow few years in terms of revenue and development drives revenues and
organically and build up a decade’s margins growth. profits.
perspective regarding market stature.
Even as this is something that we Q. What are the principal Q. What is the Company’s
have done in other larger markets, global agriculture trends? outlook for 2013-14?
the competitive prevailing dynamics A. With rising population and A. The global business appears to
demanded that we enter the country declining arable land, the focus be steady on the back of stable
through the inorganic route. In view globally is on increasing yield and commodity prices, improved
of this, UPL acquired one of the largest food security. However, climatic agricultural practices and food security
agrochemical companies in Brazil. changes and drought-like conditions concerns. We expect to generate
What would have otherwise taken in various parts resulted in low food growth from our areas of presence in
us more than a decade we achieved production, which strengthened the key agriculture markets of Brazil
through timely acquisitions. food prices, farmer incomes and (largest in the world), the US, Europe,
There were a number of challenges onward investments in improved Africa, India and other Asian countries.
related to this acquisition. One, the farm practices. On the other hand, This global presence derisks us from
acquired company needed to be international regulatory bodies an excessive geographical dependence
culturally integrated into the UPL became increasingly demanding on a particular area.
culture. Two, a cross-benchmarking in their product registration
Going ahead, we will focus
exercise was needed to be initiated requirements, creating a hidden
on reducing production costs,
so that the acquired company barrier for new entrants and thereby
strengthening product introduction
could benefit from established UPL benefiting an organised player like UPL
and maximising revenues. At UPL, we
benchmarks and vice versa. Three, the to register more than 3,500 products
are also convinced that we need to
management of the acquired company globally.
rationalise debt and strengthen our
needed to be provided confidence
that it would be business as usual with
Q. How did UPL strengthen gearing from 0.86 in 2012-13 to 0.30
in 2014-15. We are optimistic that a
management continuity. Four, the
its business in 2012-13?
relatively small Balance Sheet on the
team needed to be empowered and A. In the five years leading to 2012- one hand and a stronger bottomline
motivated to chase growth furiously. 13, UPL invested a sizeable Rs.3,754 cr will translate into enhanced
Five, UPL needed to respond to the in its business. During the year under shareholder value.
differentiated dynamics of this market review, the Company focused on
Regards,
and weave it into its overall working as business consolidation: strengthening
opposed to the other way around. cost optimisation, global supply chain
Jai Shroff
management, procurement economies
For starters, we streamlined the supply Global CEO
and logistic expenses. We expect
chain and strengthened our logistics;
that these initiatives will translate
Knowledge.
Knowing more about more is what
counts in our business.
Positioning Experience Scale

The Company brings to its business a The Company brings to the business a The Company brings to the business the
global coverage and visibility. By the rich repository of knowledge; it is headed upside of scale; it is the largest global
virtue of being a global Company, UPL and managed by a strong team with a manufacturer of specific agrochemical
is able to capitalise on deal flows, global rich industry experience across decades products (Mancozeb, Aluminium
best practices, global recruitments and and having grown the Company through Phosphide, Cypermethrin, Monocrotophos
global visibility. Besides, the Company has various industry cycles. and Devrinol). The resulting economies
established itself as a holistic farm solutions of scale have resulted in a lower per unit
enterprise in the minds of its customers. cost of manufacture and competitive raw
material sourcing.
Spread Footprint Brand

The Company brings to its business the The Company brings to its business The Company brings to its business a
advantage of an extensive sales presence: a dispersed manufacturing footprint complement of branded products that
120 countries across Asia, North America, proximate to regions with high appetite: stand for trust, quality, consistency and
Latin America, Europe and Africa. The 23 manufacturing units (nine in India, efficacy. The proportion of branded
result is an adequate broad basing: no three in France and two in Argentina and revenues increased to 75 % in 2012-13,
country (save India) accounted for more one each in China, Vietnam, Colombia, the generating not only a premium over
than 20% of revenues in 2012-13. Non- Netherlands, Italy and Spain), making it generic alternatives but also translating into
Indian revenues were largely derived from possible to leverage specific competencies repeat offtake.
North America, Latin America, Europe and and logistical advantages (especially
Africa. arising out of India): nearly 81% of UPL’s
production in 2012-13 was routed out of
India, leveraging a strong chemical industry
base and extensive ancillary presence.
Asset quality Swing capacity Acquisitions

The Company brings to its business The Company brings to its business a The Company brings to its business a keen
contemporary asset quality. Nearly 40% of manufacturing youthfulness that makes eye for opportunity translating into timely
the Company’s production capacity was it possible to report high conversion acquisitions and a deep business insight
established in the last five years. These efficiencies and product quality; its helping turn these assets around with
assets enjoyed a corresponding capacity flexibility makes it possible to produce speed. The Company was among the first
utilisation of 80% in 2012-13; the older multiple products, resulting in high plant in India to acquire a European company
capacities were refurbished periodically to utilisation on the one hand and the ability in 1994, turned around in a year. The
report a higher utilisation on the one hand to respond effectively to evolving seasonal Company acquired 19 global companies
and clean processes on the other. needs on the other. Besides, its balancing in 20 years; all these acquisitions were
of tolling and third party outsourcing made profitable. The acquired companies
resulted in the manufacture of value-added increased Company’s revenues in 2012-13.
products while outsourcing the rest.
27
Global
Range Processes Financials

The Company brings to the fore a complete The Company brings to its business The Company brings to its business a
agricultural solutions: from seeds and seed marked by hazardous processes, a sense robust Balance Sheet, comprising a cash
treatment solutions to pre-harvest and of safety through a coming together of and bank balance of Rs.1,548 cr (as on
post-harvest as well as storage treatment multi-procedural experience, cutting-edge 31st March 2013), net debt-equity ratio of
products and farmer feed schools. Besides, equipment and robust infrastructure. The 0.35:1 (as on 31st March 2013) that was
the Company’s product range (pesticides, result is a clean industrial record over the considerably lower than global peers and a
herbicides, insecticides and rodenticides) decades. cash profit of Rs.1,298 cr for 2012-13.
represents a one-stop shop for farmers. The
Company’s Unimart retail format provides
farmers with convenient rural solutions.
Integration Value chain Registrations

The Company brings to its business a The Company brings to its business the The Company possesses registrations across
manufacturing integration that makes advantage of an extensive value chain a geographic spread that accounts for 90%
it possible for one-end product to serve – starting from proprietary research, an of the world’s food basket. The Company
as the raw material for another. The access to agencies engaged in fundamental possesses more than 3,500 registrations
Company manufactures the building blocks research, direct and outsourced across 120 countries of its presence,
of phosphorus, chloralkali and power manufacture of active ingredients and facilitating immediate and deep market
(generation), creating a foundation of formulations, packaging capacity and access. The Company possesses a rich
modest production costs on the one hand wide/deep market access (registration and repository of product studies customised
and high quality control on the other. products). This value chain translated into across countries. The Company targets
a raw material cost (50% of revenues in more than 300 registrations a year, all of
2012-13) that is one of the lowest among which are usually commercialised. The
peer global companies. Company brings to its business a strong
documentational discipline, helping
address diverse and complex registration
requirements across countries.
Research Supply chain Governance

The Company brings to its business The Company brings to its business a high The Company’s governance standards are
the edge of advanced research and global component (81% revenues from in line with the demanding compliance
development process, which makes it outside India) supported by a hub-and- requirements in India supported by
possible to continuously generate new spoke supply chain wherein technical responsible Board composition (half
products, replenish revenue streams and manufacture is conducted in Indian and -independent) and transparent presentation
rejuvenate the Company’s business. European plants which is then supplied to of public disclosures.
manufacturing facilities in various countries
for profitable conversion.
UPL’s business model
Strong corporate
governance
R&D
Risk
management
process
Product Regulatory
Acquisitions portfolio approvals
Competitive
supply Sustainable Market
chain growth access
Global
distribution
29
Global
Industry characteristics Implications and opportunities

Highly consolidated (85% controlled Increased focus on big molecules and seeds/bio-technology among major players
by large players) resulting in attractive acquisition opportunities for smaller molecules by generic
companies
Off-patent market is 75%, proprietary With the share of off-products growing - own registrations are the key to our
off-patent market is ~25% success
Generics market expected to grow significantly, resulting in organic growth
opportunities
Largely controlled by distributors Leverage existing relationship for growth in existing and new regions
Highly regulated entry barriers Significant upfront investment in product registration and manufacturing facilities
with a long gestation period
Barriers to entry support consolidation
Contributing to shareholder value

The Company went public in 1986 with an issue of 14,50,000 shares. Over the years, the Company emerged as one
of the most attractive wealth creators within its industry space. Hundred shares alloted in 1986 had grown to 6,000
shares at the end of 2012-13.
All along, the Company rewarded its shareholders with attractive dividends and increased value. The original allottee’s
shareholding of 100 shares had grown to Rs.7,03,200 by the end of the financial year under review.
The Company’s market capitalisation stood at Rs.5,187.32 crore as on 31st March 2013 compared to Rs.6,003.46 crore
as on 31st March 2012.
Market capitalisation
(Rs. In crore)
31st March, 2009 31st March, 2010 31st March, 2011 31st March, 2012 31st March, 2013
4,296.73 6,569.28 6,945.54 6,003.46 5,187.32
Management
discussion and analysis
Global economic review economy worsened as the country
The global economy is estimated to posted a growth of 5% in 2012-
have posted 3.2% growth in 2012, 13 against 6.2% in 2011-12. An
marginally lower than 3.9% in 2011. erratic monsoon and drought-like
The US, the world’s largest economy, situation in many parts affected the
is expected to have posted better growth of the country’s agriculture
numbers (2.3% in 2012 against sector. The decelerated growth was
1.8% in 2011) while the eurozone is primarily attributable to the weakness
expected to have reported a negative in the industrial sector (mining
growth of 0.4%. Much of this growth and quarrying, manufacturing,
decline is estimated to have extended electricity, gas and water supply,
to fast-growing emerging markets: and construction) at 3.1% while the
China’s growth slowed from 9.3% to manufacturing sector grew by 1.9%.
7.8% in 2012. Going ahead, growth in The growth of the services sector was
emerging and developing economies lower at 6.6% in 2012-13 against
is expected to rise to 5.5% in 2013 8.2% in 2011-12.
The global economy is [Source: World Economic Outlook,

Global crop protection
estimated to have posted January 2013].
market
3.2% growth in 2012, As per the preliminary available data,
marginally lower than Indian economy
the global crop protection market
3.9% in 2011. The slowdown of the Indian
is estimated to record a growth of
GDP growth and point contribution of different sectors

2008-09
2009-10
2010-11
2011-12
2012-13
Agricultural & allied Industry Services GDP FC
[Source: Economic Survey 2012-13]

World output (%)
2010 2011 2012 (P) 2013 (P) 2014 (P)

World output 5.2 3.9 3.2 3.5 4.1
Advanced economies 3.2 1.6 1.3 1.4 2.2
Emerging economies 7.3 6.3 5.1 5.5 5.9
[Source: World Economic Outlook, IMF January 23, 2013]

31
Global
7.4% from US$44.01 bn in 2011 to and weaker currencies drove growth in 2011 to $44.025 bn; use of
US$47.26 bn in 2012. Key drivers of in Latin America despite a dry start to agrochemical products in non-farm
the crop protection market in 2012 2012 in Brazil and Argentina. Asian sectors rose by 7% to $6.29 bn. The
included stable prices of Glyphosate, markets were generally positive, total agrochemical market increased
high crop commodity prices and a recovering from adverse weather in 13.8% to US$50.31 bn in 2011.
strengthening of the US dollar. In 2011, notably in Japan and Thailand,
Europe, the market benefited from an although India suffered another Global crop trend
early end to the winter, with improved variable monsoon in 2012 and wet In 2012, the global planted area
volumes and prices, although a wet weather affected Southern China and of maize, soybean and rapeseed
summer affected Northern Europe countries in a similar latitude. Australia increased yet again; the rice area
even as South Europe was dry. Central benefited from good growing was stable while wheat, cotton
and Eastern Europe benefited from conditions, lower pest impact and and sunflower acreage declined.
an improved economic position, disease as well as a strong currency. Production was however less positive,
but suffered from a cold winter and with only soybeans recording an
dry summer. The American market Global agrochemical increase while rice production stayed
got off to a good start, but drought market stable, but the output of all other
affected the Central Corn Belt, The value of the global conventional major commodities declined.
although other parts of the country chemical crop protection market is
remained positive. Strong crop prices estimated to have increased 14.9%
Market performance 2012

2011 sales (US$ mn) 2012 sales (US$ mn) Growth (%)
Crop protection chemicals 44,015 47,255 7.36
Non crop agrochemicals 6,290 6,380 1.43

Total 50,305 53,635 6.62
[Source: Phillips McDougall Agrifutura, November 2012]
Crop protection market performance (in US$ bn)
2008 2009 2010 2011 2012

Offtake 40.47 37.86 38.31 44.01 47.25
[Source: Agrifutura Report]
Crop planted areas in 2012
Crop Global area 2012 (ha. m.) Change 2012/2011 (%) Global production (mn tons) Change 2012/2011(%)
Wheat 217.41 -2.0 653.05 -6.1
Maize 175.23 3.6 839.02 -4.4
Rice 158.70 -0.1 465.10 0.0
Soyabean 108.55 6.3 264.28 11
Oilseed rape 34.27 3.7 59.00 -2.6
Cotton 34.10 -4.9 25.33 -6.3
Sunflower 24.76 -3.7 34.81 -11
[Source: Phillips McDougall]

32
NAFTA Europe Latin America Asia Africa/Middle East
Volatile crop prices Set aside remains at zero Drought in Brazil and Stable prices in Japan Modestly developing
Argentina in 2011-12 markets

Increase in the US corn area Improved cereal area in Flooding in Argentina, Further GM uptake in China Specialty crops for export
and reduction in soyabean Western EU drought in North Eastern and India
area Brazil in 2012-13
Increase in canola area in Reduced rapeseed area in EU Crop prices drive Brazil, and Drive for grain production Political and infrastructure
Canada real weak in China problems
Drought affecting the Re-registration, revised Increased GM uptake in Biodiesel sustaining palm oil Water availability
Central Corn Belt criteria introduced region demand
Increase in GM area/Stacked Modest growth in Demand for biofuels Increasing cotton/food Drought in Eastern and
traits agrochemical prices – Maize for export demand Western Africa
– Sugarcane domestic
Modest improvement in Adverse winter affected High sugar and coffee price Improved rainfall in
agrochemical prices crops in Eastern Europe Australia
Stable Glyphosate prices Wet summer in Northern High inflation in Argentina Improved weather in
Europe Thailand
US registration review Dry summer in Southern and High interest rates in Brazil Variable monsoon in India
Eastern Europe
Recovery from drought in Tsunami recovery in Japan
Mexico
Recovery from flooding in Flooding in South China/
Canada Philippines
33
Global
Global crop price trend currencies.

There has been a consistent annual Sustained crop commodity prices.
increase in the price of crop High demand and improved
commodities. During 2008 prices economies-of-scale in Latin America
peaked due to stock reductions, and
Good corn planting season in the
the impact of financial speculation.
American Midwest but subsequent
During 2009, crop prices declined
drought.
but remained above 2006 levels.
The EU benefited from an early end
The impact of adverse weather, poor
to the winter, but suffered from a wet
harvests and rising demand has driven
summer in the North and dryness in
crop prices higher each year since
the South.
(the only exception being cotton,
where overproduction and high stocks East Europe suffered from a harsh
moderated prices in 2012). winter followed by drought.
Southern China affected by flooding;
Key factors affecting the
Glyphosate prices improved
global crop protection The impact of adverse
market in 2012 Further increase in GM crop area;
weather, poor harvests and
Stable Glyphosate prices. adoption of stacked maize varieties.
rising demand has driven
Strong US dollar against most major crop prices higher each year
$/Ton
550 an
500 a be
oy
e
Ric
S
450
400
350
Maize
300
Wheat
250
200
Cotton
150
$/100kg
100
050
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Benefits of using pesticides Pesticides prevented disease outbreaks through the

Pesticides are the only effective means of controlling control of rodent and insect populations
Pathogens, weeds or pests in many circumstances Pesticides are used to sanitise our drinking and
Consumers receive direct benefits from pesticides recreational water sources
through wider selection and lower prices for not only Pesticides are used to disinfect indoor areas (kitchens,
food but clothing as well operating rooms, nursing homes) as well as dental and
Pesticides protect private, public and commercial surgical instruments
dwellings from structural damage associated with termite
infestations
Prominent global agriculture markets
Key market: CHINA
Value of farm production: US $ 599.582 bn Top five agrochemical companies: Zhejiang Wynca
Key agricultural products: Rice, wheat, potatoes, Chemical Industry Group Co. Ltd. (Zhejiang Wynca),
sorghum, peanuts, tea, millet, barley, cotton and Jiangsu Yangnong Chemical Co. Ltd., Hubei Sanonda
oilseeds, among others. Co., Ltd., Yancheng, Southern Chemical Co. Ltd.
and The Zhejiang DeHeng Biochemical Detection
Prominent pest action: Conopomorpha sinensis
Technology Co. UPL’s presence:
bradley (known as the Lychee stem-end borer), Hairy
mite and Dog ear mite. UPL’s market share: 1 %
Industry: Agricultural output is the world’s largest; Number of product registrations: 10

only about 15% of total land area can be cultivated. Key brands: Vondozeb, Akito, Microthial, Blazer and
Agrochemical market: US$ 3.5 bn Saaf
Key market: INDIA
Value of farm production: US $ 284.524 bn Callosobruchus chinensis and C. maculates (Pulse

Key agricultural products: Cereals (barley, wheat, beetle), among others.
maize, rice, among others); fruit, vegetables, roots and Industry: Multiplicity of cropping systems. Rainfed
tubers (apples, cabbages, potatoes, among others); oil agriculture covers 92.8 million hectare (65% of
crops and pulses (lentils, soyabeans, linseed, among cropped area). Overriding incidence of intercropping.
others); sugar crops and sweeteners (represented More than 250 double-cropping systems followed.
here by raw and refined sugar expressed as raw sugar Agrochemical market: US$ 2 bn
equivalent); spices and stimulants (coffee, ginger,
Top five agrochemical companies: UPL, Bayer, BASF,
among others); and nuts (walnuts, almonds, among
Syngenta and Rallis
others).
UPL’s market share: 17%
Prominent pest action: Sitophilus oryzae, S. zeamais,
Number of product registrations: 50+
S. granaries (Rice weevil), Trogoderma granarium
(khapra beetle), Rhyzopertha dominica (Angoumois Key brands: Lancer Gold, Ulala, Saaf, Saathi and
grain moth), Sitotroga cerealella (Lesser grain borer), Lagaam
Key market: USA

Value of farm production: US $ 161.236 bn are among the most productive in the world.
Key agricultural products: Corn, soybeans, wheat, Agrochemical market: US$ 8.5 bn
hay, alfalfa, tobacco, rice, among others. Top three agrochemical companies: Dow Agro
Pest action: Leaf hopper, Shoot fly, Ladybug and Sciences (USA), Monsanto (USA), DuPont (USA)
Bedbug UPL’s market share: 5%
Industry: Total nominal value of the American Number of product registrations: 50+
agricultural production grew from $29.9 billion in 1949
Key brands: Manzate, Aquathol, Microthial, Sur Flan,
to $223.5 billion in 2006, equivalent to a compound
Asulam, Ultra Blazer and Tricor
growth rate of 3.6% per year. U.S. farmers and ranchers
35
Global
Important global agriculture markets
Key market: Brazil
Value of farm production: US $ 142.141 bn Agrochemical market: US$ 10 bn

Key agricultural products: Coffee, sugarcane, Top four agrochemical companies: Bayer, BASF,
oranges, soybean, corn and other grains/horticultural Syngenta and FMC
products UPL’s presence: Through the recently acquired DVA
Pest action: Johson grass, Fruit fly. Agro and Sipcam Isagro
Industry: Land planted with traditional, labour- UPL’s market share: 3%
intensive plantation crops (bananas, tobacco, and Number of product registrations: 50+
citrus) redirected to crops with less-labour through
Key brands: Trinca, Lancer, Unimark and Vondozeb
technology.
Key market: Indonesia
Value of farm production: US $ 108.130 bn Agrochemical market: US$ 400 mn

Key agricultural products: Rice, cassava (manioc), Top five agrochemical companies: Bayer, Syngenta,
peanuts, rubber, cocoa, coffee, palm oil, copra DuPont, Dow and Agricon
Pest action: BPti, Leaf folder, Stem borer. UPL’s market share: 4%
Industry: About 45% of Indonesian working Number of product registrations: 50+
population is engaged in agriculture (17% of GDP in Key brands: Counter, Cynex, Fenkill, Saaf, Lancer and
2001). Some 31 million ha (76.6 million acres) under Starthene
cultivation, with 35% to 40% of the cultivated land is
devoted to export crops.
Key market: Japan

Value of farm production: US $ 76.424 bn 1.9 hectares (ha), or 4.7 acres. Limited agricultural
Industry: Barley, wheat, maize, rice, cabbages, land resources. Arable land reclaimed to the greatest
potatoes, soyabeans, linseed, coffee, walnuts, almonds possible extent. Only 16 million acres (17% of total
among others. land area) usable for agricultural purposes.
Pest action: Leaf Hoppers, Japanese Beetle and Agrochemical market: US$ 4 bn
Tarnished plant bugs. Top two agrochemical companies: Sumitomo
Industry: Around 1.7 million commercial farms Chemicals and Aryasta Lifescience (Japan),
(defined as farming more than three-quarters of UPL’s market share: 1%
an acre or with annual sales of more than 500,000 Key brands: Vondozeb, Epitume, Sur Flan, Devrinol
yen). Commercial farms managed an average of only and Asulam
Prominent global agriculture markets
Key market: Turkey
Value of farm production: US $ 71.218 bn

Key agricultural products: Wheat, barley, corn, chickpeas, lentil, haricot beans, fruits,
among others.
Pest action: Black carpenter ants, potato beetles, boll weevils, carpet beetles.
Industry: As of 1992, cereal crops occupied 12.5 million hectares or more than half of the
country’s cultivated area. Wheat accounted for about nine million hectares of this area, and
barley for about three million hectares. Other grain crops include rye, millet, corn, and rice.
Small or subsistence farmers produce most of Turkey’s grain.
Agrochemical market: US$ 550 mn
Top three agrochemical companies: Astranova Tarim Ticaret Ve San. A.S., Menta Co. Ltd.
and Agrobest Group
Key brands: Quickphos, Total Landax, Mancolaxyl, Unipic
Key market: Europe
Value of farm production: US $ 51.651 bn

Key agricultural products: wheat, cereals, sugar beets, potatoes, wine grapes, sugar beets,
cereals and oil seeds.
Pest action: Aphids, Potato beetle, Weevils.
Industry: Engages about 4% of the labour force; contributes about 3% of the GDP. Since
the early 1970s, the agricultural labour force has diminished by about 60%. France exports
more agricultural food products than any other EU nation (accounting for 22% of the EU’s
total agricultural output). The only country in Europe to be completely self-sufficient in basic
food production. 35% of France’s land area is arable. Since 1950, the number of farms has
declined and the size of individual holdings has increased.
Agrochemical market: US$ 12 bn
Top five agrochemical companies: Dow, Bayer, Syngenta, BASF and Du Pont
UPL’s presence: UPL has four manufacturing units in France and is also present through
subsidiaries.
Key brands: Beet up and Napropamide
37
Global
Indian crop protection because of diseases and pests, which

market
The crop protection chemical/
agrochemical segment accounts for
could have been recovered through
the effective use of crop protection
chemicals.
2 MT/ha
India’s average productivity
3.5% of the total chemicals market in The reasons for the low usage of
India. The domestic crop protection
compared to the global
crop protection chemicals in India
market is estimated at around US$2
average of 3MT/ha
can be attributed to the following:
bn, whereas the exports market is low purchasing power, lack of farmer
estimated at around US$1.8bn (total awareness, low product accessibility,
size US$3.8 bn). fragmented land holdings, low production of 2012-13 kharif crops
irrigation penetration and an excessive is likely to be adversely affected by
The crop protection industry in
dependence on monsoons. deficiency in South-West monsoons
India is generic with around 80%
and acreage losses. The overall area
of the molecules being non-
patented. Distribution networks
Indian agriculture sector coverage at 665.0 lakh ha under
India’s agriculture sector recorded foodgrains during kharif 2012-13
and brand image serve as catalysts.
favourable growth in the last few shows a decline of 55.8 lakh ha
Crop protection chemicals are
years despite weather and price compared to 720.86 lakh ha during
manufactured as technical grades
fluctuations. India is the leading global kharif 2011-12 (fourth AE). The overall
and subsequently formulated for
producer of milk, pulses, jute and jute- output is expected to decline in all
agricultural use.
like fibres, second in the production major crops [Source: Economic Survey
Insecticides form the largest segment of rice, wheat, sugarcane, groundnut, 2012-13].
of the domestic crop protection vegetables, fruit and cotton, and
chemicals market (55% of the total
Sectoral drivers
a leading producer of spices and
The Indian crop protection chemical
market). The segment is largely plantation crops (livestock, fisheries
industry is being driven by the
dependent on rice and cotton. and poultry). The Eleventh Five Year
following catalysts:
Herbicides account for the largest Plan (2007-12) reported an average
growing segment (20% of the total annual 3.6% growth in the gross India accounts for 16% of the
crop protection chemicals market). domestic product (GDP) of agriculture global population but only 4% of its
and allied sectors (target 4%). landmass. The country’s population
Despite agriculture being the key
is growing 1.58 % annually,
employment driver, the sector is During the Eleventh Five Year Plan
strengthening food demand and
faced with challenges: finite farmland period, food grain production in
prioritising food self-sufficiency.
availability, growing food appetite the country recorded a consistent
and low crop yields. India’s crop increase, except in 2009-10 when Growing urbanisation is affecting
yields in major crops like rice, lentils, total food grain production declined agricultural growth. The country’s 190
corn and soyabean are 50% below to 218.1 million tons due to drought. mn hectares of gross cultivated area is
China’s. Low usage of crop protection During 2011-12, total food grain declining, resulting in a stronger need
chemicals is clearly one of the reasons production reached an all-time high to improve yield per hectare.
for this. Every year, about USD 8.5 of 259.32 million tons. However, the India’s average productivity stands
billion worth of crops are lost in India
Average crop protection consumption ((Kg/ Ha)
Korea Japan USA Global average Europe India

16.5 10.8 4.5 3 3 0.58
[Source: FICCI Report]

Apart from the in-

house team, external
professionals are engaged
by the Company to ensure
compliance of all the
statutory regulations.
at 2 MT/ha compared to 6 MT/ha in for volume growth in 2013, whilst of all plants, subsidiaries and depots.
the US and a global average of 3 MT/ continuing strong crop prices and The schedule is worked out on the
ha. India’s pesticide consumption is a healthy farm economy provided basis of risk assessment to ensure
a low 0.60 kg/ha compared to the an environment conducive to price that all the assets of the Company are
global average of 3 kg/ha. A correction improvement. protected against loss. It also ensures
of this under-penetration is warranted. that the transactions are authorised
Going ahead, the Indian
and recorded in the books of the
National Horticulture Mission will agrochemicals sector is expected to
Company.
drive the demand for fungicides. grow at around 11.5% annually to
reach US$6.5 bn by FY17. Apart from the in-house team,
Outlook
external professionals are engaged by
The outlook for 2013 remains positive,
Segment-wise performance the Company to ensure a compliance
with crop prices remaining robust due
Agro activity: Accounted for 84% of all statutory regulations.
to rising consumption and limited
of the total sales of the Company.
harvests in Europe and North America, The Audit Committee of the Board
Increase in the turnover of the
in 2012. is informed regularly about the
Company is mainly on account of
significant findings of the internal
Wheat production in 2012 improved increased demand from Indian and
audit regarding various locations
in Australia and Canada, but declined global markets.
and functions to help take effective
in Europe, the falling stocks resulting
Non-agro activity: This segment steps to ensure compliance and good
in a positive price environment for
accounted for 16% of the Company’s governance. The Audit Committee
2013.
total sales. reviews the internal audit plan at the
Maize and soybean demand remains beginning of every year to ensure
Power: Power generation was for
high after a poor 2012 harvest in the coverage of most of the functions and
captive use.
US, despite a declining use of corn for locations with a view to mitigate the
ethanol manufacture. Exports: Exports accounted for 56%
risks. The periodic report prepared by
of total sales.
Dry weather affected sugarcane internal audit team forms the basis of
certification by the Managing Director
production in Brazil, resulting in Internal controls
higher sugar prices. and Chief Financial Officer for financial
The Company’s operations are spread
reporting as required under Clause 49
Rice stocks remained low by historic globally. The internal control system
of the Listing Agreement.
standards, sustaining rice prices and is commensurate with the size, scale
profitability. and complexity of its operations. The Company’s operations involve
All operations run on the SAP compliance with environmental
High cotton stocks depressed prices.
system. The operations in different norms. The Company maintains a high
The crop protection market in 2012 geographies need to adhere to their degree of adherence with pollution
benefited from improved volumes and own legal compliances and regulatory control norms at all times.
prices. Recovery from adverse weather framework. The in-house internal
in 2012 provided further opportunities audit team plans the audit schedule
39
Global
Area of focus
Operational excellence
Overview infrastructure across its manufacturing cost-efficiencies and move to zero

UPL is engaged in the manufacture units - triple effect evaporators, liquid discharge status across all plants
of agrochemicals and industrial effluent treatment plants, incinerators, in India.
chemicals. The Company has 23 hazardous gas leakage detection
manufacturing units across the systems and alarms with the objective Highlights, 2012-13
to minimise emissions lower than The Company introduced 15 new
world. The Company has extensively
the norms set by the pollution products
invested in various related initiatives:
an integrated manufacturing control boards. The Company made Created four teams to minimise
process where the key raw materials a forward-looking investment in production costs (through process
(phosphorus and power) are environmental management assets; optimisation, reduction in energy
generated through captive sources. the Company was the first in its consumption and enhanced process
The Company possesses the largest industry to install a total organic yields)
phosphorus manufacturing capacity content meter, which was later made
Production improved across all
in the world. These initiatives have a standard by the Gujarat Pollution
plants
helped UPL emerge as one of the most Control Board. As a responsible
profitable agrochemical companies in measure, all the Company’s plants Invested Rs.175 crore to enhance
the world. are equipped with effluent treatment the yield of Mancozeb
plants.
The Company also created a Consolidated manufacturing assets
40-member process engineering team The result is that the Company is to eliminate low yielding assets
to enhance process efficiency, product a global leader in terms of cost
quality and cost competitiveness. for a number of products. Going Going ahead
ahead, the Company will focus on Going ahead, the Company expects
The team focused on ongoing
reducing overheads across global to optimise production costs through
value engineering through the use
manufacturing locations, combine focused teams and commercialise
of different formulation bases; the
the manufacture of products within new products (via research and
Company replaced use of a solvent
India and abroad based on respective development).
with powder in one instance to reduce
cost and operational temperature
leading to considerable savings.
The Company also extended to the UPL is engaged in

profitable use of its gross block with a the manufacture of
view to eliminate low yielding assets, agrochemicals and industrial
engaging in judicious capex based on chemicals. The Company
cost and payback tenure. has 23 manufacturing units
across the world.
The Company invested in
environmental management
Area of focus
Research and development

Overview R&D team (more than 80 scientists) Environment Cell for Energy
Research and development is an works relentlessly on product and Conservation and enabled the
integral part of UPL. The Company process development. Company to save substantially.
invests about 2% of annual revenues
in research and development. The R&D
Highlights, 2012-13 Road ahead
Developed 12 new products Going ahead, the Company will
team focuses on the development
continue to focus on new product
of products superior to existing Received more than 3,500
development, strengthen its pipeline
alternatives that have become registrations
and optimise processes.
increasingly resistant to pests. The
Worked closely with the
Area of focus
Human resource management

A successful and sustainable business web-based recruitment portals. monthly). The Company monitored
requires rich human capital. UPL employee performance every month,
Training: The Company reinforced
created capable human capital to quarterly (in some locations half-
its training programme (classroom
grow its business. yearly) as a basis for their incentivised
and on-the-job training) for recruits
remuneration. The Company’s
UPL had more than 3,619 global following which they were absorbed
manufacturing units instituted
employees (as on 31st March, 2013) into their respective departments.
Balanced Scorecards for performance
and 2,436 in India (as on 31st March, Employees were trained based
appraisal.
2013). Of the total employees, 23% on their appraisals (soft skills and
were from outside India and drawn external programmes). Engineers Engagement: The Company
from 25 different nations. The Company and technicians were sent to premier conducted various employee
reported an increase in average per institutes (IITs among others) to be engagement events. It celebrated
person revenue from Rs.1.79 crores in trained in cutting-edge developments. Diwali, Christmas, Friendship Day
2011-12 to Rs.2.57 crores in 2012-13. and Women’s Day, among others.
Leadership: The Company reinforced
UPL Vapi organised the kutumb mela
The Company strengthened its human its leadership pipeline through the
programme. Employee families and
resource management through the creation of the next generation of
relatives numbering more than 3,000
following initiatives: leaders. The potential candidates
gathered at this mela, enhancing a
were sent to various management
Recruitment: Based on its budgeted sense of bonding.
development programmes in premier
growth plan, the Company recruited
management institutes. Integration: The Company focused on
management trainees from reputed
cultural integration across its diverse
business schools and engineering Appraisal: The Company created
ethnic and nationality employee mix.
trainees. The Company recruited senior three performance management
managers through head hunting and systems (annual, quarterly and
41
Global
Area of focus
120
The number of countries were the
Marketing Company enjoys a sales presence
At UPL, marketing makes it possible UPL’s marketing success revolved Grew the Indian business by 7.2%
to provide products when and where around a multi-farm lifecycle, multi-
The launch of the first specialised
customers need them. The Company crop and multi-country presence. The
product (Ulala) was backed by
had a focused marketing approach result is that UPL commissioned 81
four launch meetings, farmer
for its domestic and international marketing offices and subsidiaries
meets, retailer training meets and
businesses. The Company enjoyed a and it enjoyed product registrations/
advertisements. The product received
17% market share in the domestic product presence in 120 countries.
an outstanding response.
agrochemicals business, making it a
The success of the Company’s
leading player in the domestic market. Various marketing initiatives (wall
agrochemical business was
painting and welcome hoardings)
The Company was present across the also derived from a registration
were utilised for the launch of Lancer
key agricultural markets of Brazil, the competence that made it possible
Gold
US, Japan, China, France, Germany to enter diverse geographies. The
and India in 2012-13. The Company Company had more than 3,500 Highlights (global), 2012-
enjoyed a sales presence in over registrations that made it possible 13
120 countries supported by a multi- to market products across multiple The Company retained its global
continental distribution network. countries. market share of 13%.
Through brand building exercises, UPL
positioned itself as an international Road ahead Grew the international (non-Indian)
Going ahead, the Company expects business by 81%
brand providing quality products
around a superior price-value. to enhance focus on markets with Streamlined Brazilian operations
attractive potential, undertaking with a robust distribution network
The Company leveraged distribution
marketing initiatives customised
partners in the US, Argentina, Sustained regular marketing
around the needs of those countries.
Mexico, Colombia, Indonesia, China, activities for branded products
Vietnam, Turkey, Australia and other Highlights (India), 2012-13 Launched 15 products
European countries. This increased the Despite a weak monsoon, the
Company’s ability to manufacture in Company retained its market share of Road ahead
one location and distribute material 17%. Going ahead, the Company expects to
down to the last mile in another. launch 50 products in five years.
Making a difference with Unimart fertilisers. Any farmer who purchases products worth
Rs.500 or more is provided free advice.
This retail store chain addresses a farmer’s complete need
of services and products. Unimart stores provide complete UPL has 10 Unimart outlets in the farming regions of
farming solutions related to finance, seeds, pest control Maharashtra and Gujarat. Mobile van programmes to
products and advice. The products marketed in Unimart reach out to farmers. Unimart provides farmers with
comprise vegetable seeds, field crop seeds, insecticides, quality seeds (selectively free of cost to poor farmers) with
fungicides, herbicides, micronutrients (cattle feed) and a product buy back model.
Area of focus
Corporate Social Responsibility
United Phosphorus Limited has been in the area to educate the tribal followed by the introduction of a BBA
a socially responsible corporate even population in the hinterland. UPL course in 1996. Three years later, UPL
before the term became popular. sponsored the construction of schools commissioned management institute
UPL’s Corporate Social Responsibility at Sonpharia and Balwari villages (GRIMS) at the post graduate level
stretches as far back as 1969 with in addition to underwriting teacher as well as colleges for science and
the inception of its manufacturing salaries and running expenses. pharmacy science students. UPL also
operations at Vapi, Gujarat. collaborated with the ROFEL Trust to
UPL is actively involved with the
commission a 40-seat nursing training
The CSR initiatives of UPL can be Gattu School, which is the first as well
college for tribal girls (diploma course
subdivided under the following heads: as one of the best English medium
and a four-year degree course), and a
education, healthcare, rural upliftment school in Ankleshwar.
two-year course for tribal girls in Dang
and social welfare.
UPL built and managed a Gujarati- for nursing.
medium school in Ankleshwar
Education Originally commissioned by the
(Pushpavati Devidas Shroff
What is now the Sandra Shroff Gujarat government, UPL turned the
Sanskardeep Vidyalaya). The school
Gnyandham School with 1,600 Eklavya Model Residential School
provides education to a thousand
students, began as a humble (co-educational) in the Dang district
students and is now considered
institution at Vapi as Gyandham into a premier educational institution,
among the prominent Gujarati
School for the benefit of the in collaboration with Gnyan Dham
medium schools in the region.
indigenous populace and factory School.
workers by UPL. The school became In 1990, UPL collaborated with
UPL and Rotary Club created a
the first English medium school of the the ROFEL Trust to establish the first
UPL-Rotary Community Library at
region and is currently affiliated under college in Vapi catering exclusively
Ankleshwar, which is the only public
the CBSE board. to those who wanted to pursue Arts
library with a dedicated children’s
and Commerce streams. This was
UPL helped commission 25 schools section and thousands of technical
In 1990, UPL collaborated with the ROFEL Trust to establish

the first college in Vapi catering exclusively to those who
wanted to pursue Arts and Commerce streams.
43
Global
books and journals reaching out to project. Mobile vans, equipped of primary healthcare centres in
students, scholars and technologists. with experienced teachers, learning economically disadvantaged regions
modules, charts computers, DVD of Gujarat. UPL is involved in running
UPL also supported and financed
players, etc., go to various village 18 Gujarat government-sponsored
GIDC Rajju Shroff Rofel Institute of
schools to impart quality education in healthcare centres.
Management Studies and Rajju Shroff
rural and tribal villages.
Rofel Institute of BBA to develop UPL also organises health check-up
individuals with efficient managerial camps in tribal areas and carried out
Healthcare
capabilities and address the growing free veterinary camps. The Company
On the healthcare front, the
demand coming out of the chemical also organised training camps in tribal
Company was a trendsetter. It played
and industrial hubs of the Vapi- areas, where villagers were trained in
a vital role in setting up the first
Ankleshwar region. the basic aspects of healthcare and
public hospital in the Vapi region
first-aid.
In 2011, UPL collaborated with the in the late 60s. Over the years, this
Ankleshwar Rotary Welfare Trust to has transformed into a 250-bed UPL addressed the prevention
establish the first modern, state-of-the multispecialty hospital in collaboration and treatment of burn injuries. The
-art chemical engineering college at with Rotary Club of Vapi. This is Company’s Vice Chairman Ms Sandra
Ankleshwar namely Shroff S.R. Rotary now known as the Haria L.G. Rotary Shroff has been the President of the
Institute of Chemical Technology Hospital. The hospital caters to UPL National Association of Burn Injuries in
provides education to graduates and employees, provides free treatment India for over a decade. The National
skilled engineers in Ankleshwar and and dialysis to the poor and monthly Burns Centre in Mumbai is a 50-bed
nearby areas. rations, food, fruits and medicines to public charitable hospital.
the needy.
UPL tied up with Ankleshwar UPL initiated a mosquito eradication
Industrial Development Society UPL tied up with the Gujarat programme in GIDC Township (Vapi)
to start a mobile education van Government to operate a number by spraying insecticides. The Company
UPL has addressed the issue of prevention and treatment of

burn injuries for a significant period of time. The Company’s
Vice Chairman Ms Sandra Shroff is the President of the
National Association of Burn Injuries in India for over a
decade
financially supported the SEWA Rural that region. Cooperative Credit Society, which
Trust in healthcare, education and offered soft loans to help the
UPL provided rural electrification
basic housing provisions for adivasis. Company’s workers build better
facilities and tube wells to distribute
homes, buy more land and improve
water in villages around Vapi and
Rural upliftment and social their lifestyle.
Ankleshwar.
welfare
UPL joined hands with the local
UPL has invested in societal upliftment The Company and with the
governmental bodies to provide rural
and rural development for more than State Government helped built
electrification facilities and tube wells
four decades. roads, drainage systems and
in of Vapi, Ankleshwar and Chota
other basic amenities; it assisted
When UPL commissioned its first Udaipur regions; it distributed free
in the construction of numerous
factory in Vapi, the infrastructural corn seeds among locals to encourage
bridges, culverts and financed gram
backbone of the region was for all corn growing.
panchayats in and around the Vapi
purposes non-existent - no roads
and Ankleshwar regions. At Jhagadia, the Company joined
except for the highway and no
hands with Jhagadia Industries
drainage system to speak of. UPL UPL arranged for a six month
Association for the construction of
chairman Mr. Rajju Shroff joined training course in collaboration with
RCC roads, renovation of schools,
hands with the Gujarat Government the SNDT University to teach the
providing water purification systems
to plan a network of roads for Vapi local populations of Vapi, Dang and
in schools, organising medical camps
to connect it with the world at large; Ankleshwar stitching and nursing skills
and other activities.
thereafter, the drainage system was backed by jobs. UPL provided training
also revamped. It was only after to local unemployed young villagers in UPL commissioned a series of stores
strenuous locational planning that brick-making supported with a timely under the name of UNIMART, where
Vapi developed the infrastructure to availability of capital. farmers were provided with market-
attract other companies to invest in related information and guidance,
UPL helped promote the Workers’
UPL arranged for a six month training course in collaboration

with the SNDT University to teach the local population of
Vapi, Dang and Ankleshwar, stitching and nursing skills and
backed them up with jobs.
45
Global
related to the use of pesticides, potatoes, tomatoes, lady fingers, Development Society, developed D.A.
improved farming practices, efficient strawberries and cashew nuts among Anandpura Cultural & Sports Complex
seeds treatment, organic waste and others). comprising swimming pool, joggers
vermi-composting. track, football ground, yoga centre
Other initiatives and tennis court, etc.
UPL established a farmers’ training
Sports: The Company promotes
school and demonstration farm Adventure club: The Company
sports to enhance the physical and
(Vikram Farm) in Vapi in 1999- fostered the spirit of adventure,
intellectual well being of the youth in
2000 with the objective to provide establishing an adventure club where
the Vapi region. The Company created
farmers hands-on training and youngsters are provided facilities
United Phosphorus Sports Foundation
agricultural insights. The farm provides and training drills in trekking, rope
to recognise and nurture talent. In a
Agricultural Diploma Training (two- walking, horse riding and swimming.
cricket-crazy country the Company
month residential programme)
chose to promote basketball. UPL
and Agricultural Graduate Training Emergency team: UPL felt the
bucked the trend by reviving the
(one-year residential programme) need to reach out to the victims of
prestigious Ramu Memorial Trophy
for farmers, in addition to food and natural catastrophes and untoward
after 13 years and also sponsored
lodging. UPL supported Rotary Club in incidents. UPL trained individuals and
one of the most-respected club
Dang district initiatives that focused helped to form a unique cohesive
basketball competitions in India – the
on income generation, education, Emergency Response Team. With
Savio Cup in Mumbai which featured
improved agricultural practices and experience in dealing with toxic gas
three former NBA players – (Jerome
healthcare facilities. UPL took this leakages, chemical spills, fire disasters
Williams, Paul Grant, and Anthony
initiative to a whole new level by and chemical explosions at Vapi,
Bonner).
providing the local populace with the Ankleshwar and other locations.
money to buy seeds and technical At Ankleshwar, the Company
knowhow to grow cash crops (onions, along with Ankleshwar Industrial
UPL felt the need to reach out to the victims of natural

catastrophes and untoward incidents in efficient and
efficacious ways. Keeping this in mind UPL trained
individuals and combined them together to form a unique
cohesive unit that was christened the Emergency Response
Team.
Finance review
Basis of preparation
The financial statements of the Company were prepared in accordance with Generally Accepted Accounting Principles (GAAP)
in India. The financial statements were prepared in compliance to all material aspects and with the accounting standards
notified by the Companies (Accounting Standards) Rules, 2006, as amended, and the relevant provisions of the Companies
Act, 1956. The financial statements were prepared under the historical cost convention on an accrual basis. The accounting
policies were consistently followed with those used in the previous year.
Financial highlights, 2012-13

Particulars 2011-12 (Rs. lakhs) 2012-13 (Rs. lakhs) % growth
Total revenue 345,949 407,376 18
PBT 30,696 29,722 (3)

PAT 22,704 20,813 (8.3)
Cash profit 37,053 36,589 (1.27)
EPS (Rs.) 4.92 4.60 (6.50)
Analysis of Profit & Loss Rs.284,467 lakhs in 2011-12, the lakhs in 2012-13, mainly owing to
Account 23.48% increase in operating expenses increase in employees and increased
The Company’s revenue from attributed to a rising cost of raw remuneration by 33.53%. Employee
operations (net) increased by 13.87% materials, power, and fuel and sub- remuneration as a percentage of the
from Rs.331,564 lakhs in 2011-12 to contracting. Total operating expenses total operating cost was 6.76% in
Rs.393,944 lakhs in 2012-13, due to as a proportion of the total income 2012-13 as against 6.49 % in the
superior realisations and introduction increased marginally to 86.23% in previous year.
of new product. Other income 2012-13 as against 82.23% in the
The Company’s other expenses for
declined 6.62% from Rs.14,385 previous year.
2012-13 stood at Rs.112,793 lakhs,
lakhs in 2011-12 to Rs.13,432 lakhs Owing to growing business scale, rising 28.66% from Rs.87,667 lakhs
in 2012-13 owing to reduction in raw material expenditure increased in 2011-12. The increase was largely
interest incomes on bank deposits 18% to Rs.183,839 lakhs in 2012-13 due to an increase in sub-contracting,
and dividends derived from long-term as against Rs.155,789 lakhs in 2011- power and fuel expenses which rose
subsidiary investments compared to 12. The proportion of raw material by 69.23% and 35.4% respectively
the previous year. Other income as a cost as a percentage of total operating over the previous year. The Company’s
proportion of the total income stood cost declined to 52.33% in 2012-13 fuel cost per unit stood at Rs.1.28 per
at 3.3%, reflecting the Company’s against 54.76% in 2011-12. unit 2012-13 against Rs.1.47 per unit
focus on core businesses. in 2011-12. The Company’s power
The cost of the Company’s employee
Operating expenses for 2012-13 and fuel cost as a proportion of the
benefits increased from Rs.18,465
stood at Rs.351,279 lakhs as against total income increased by almost 99
lakhs in 2011-12 to Rs.23,746
basis points to 7.55% in 2012-13.
47
Global
Analysis of Balance Sheet

Sources of funds
Particulars 2012-13 (Rs. lakhs) % of Capital Employed 2011-12 (Rs. lakhs) % of Capital Employed
Equity share capital 8,852 1.75 9,236 1.91
Reserves and surplus 326,917 64.63 341,366 70.75

Networth 335,769 66.38 350,602 72.66
Loan funds 140,000 27.67 110,000 22.80
Deferred tax liability 9,090 1.80 8,278 1.72
Other long-term liabilities 20,981 4.15 13,600 2.82
Capital employed 505,840 100 482,480 100
Capital employed the securities premium account. review.

The total employed capital increased The buyback was 4.15% of the
Reserves and surplus: The reserves
only 4.84% in 2012-13 as compared total number of equity shares of the
and surplus declined from Rs.341,366
to the increase of 44.38% in 2011- Company as on 31st March, 2012.
lakhs as on 31st March, 2012 to
12, due to a decline in networth by Rs.326,917 lakhs as on 31st March,
4.23%. The decline in the networth
Net worth
2013. As a proportion of capital
The Company’s networth was
was due to the buyback of the Equity employed on a y-o-y basis, reserves
Rs.335,769 lakhs as on 31st March,
Shares and lesser reserve and surplus. and surplus declined from the previous
2013, which declined by 4.23%
While the increase was relatively due year’s 70.75% to 64.63% in 2012-13
compared to the previous year’s
to the rise in loan funds by 27.27% following an adjustment of Rs.21,964
Rs.350,602 lakhs as on 31st March,
and rise in long- term liabilities lakhs on account of a share buy-back,
2012. The decline was due to a fall in
by 54.27%. The return on capital which resulted in a reduction in the
equity share capital and reserves and
employed declined from 9.59% in closing balance of securities premium.
surplus. Networth as a proportion
2011-12 to 6.36% in 2012-13. The
of capital employed declined from
reduction in equity capital was the Loan funds
72.66% in 2011-12 to 66.38% in
result of a buyback of 1,92,00,000 The long-term debt-equity ratio
2012-13.
equity shares for Rs.22,349 lakhs was 0.51 in 2012-13 against 0.37 in
(excluding brokerage, taxes and other Equity: The equity share capital 2011-12, largely owing to a decline in
charges). The face value of shares declined by 4.15% to Rs.8,852 lakhs the networth along with an increase
bought back amounting to Rs.384 as on 31st March, 2013 from Rs.9236 of 29% in long-term debt. Loan funds
lakhs was adjusted against the share lakhs as on 31st March, 2012, due increased 21.43% from Rs.110,000
capital and the balance amount of to the adjustment of Rs.384 lakhs for lakhs as on 31st March, 2012 to
Rs.21,964 lakhs (and related expenses the buy-back of shares from the open Rs.140,000 lakhs as on 31st March,
of Rs.109 lakhs) were adjusted in market during the financial year under 2013 (all unsecured).
Interest cost declined 35.5% in Current assets as on 31st March, as on 31st March, 2012, mainly on
2012-13 from Rs.16,437 lakhs in 2013 stood at Rs.364,287 lakhs account of the Company’s investments
2011-12 to Rs.10,599 lakhs in 2012- against Rs.307,057 lakhs as on 31st in debentures and mutual funds.
13, which resulted in a better interest March, 2012, an increase of 18.63%.
Due to a decline in loans to
coverage of 5.29x in 2012-13 (3.74x Current ratio was 1.86 as on 31st
subsidiaries, loan and advances fell
in 2011-12). March, 2013 against 2.13 as on 31st
12.9% from Rs.81,868 lakhs as on
March, 2012 owing to an increase in
31st March, 2012 to Rs.71,299 lakhs
Application of funds current liabilities over current assets;
as on 31st March, 2013.
Gross block cash ratio was 0.067 in 2011-12 while
A 4.72 % increase in gross block from in 2012-13 it was .096, indicating Current liabilities increased 36%
Rs.233,177 lakhs as on 31st March, better liquidity. from Rs.143, 932 lakhs as on 31st
2012 to Rs.244,192 lakhs as on 31st March, 2012 to Rs.195, 750 lakhs as
Inventories (finished and semi-
March, 2013 was largely due to the on 31st March, 2013, mainly due to
finished goods along with raw
acquisition of building, plant and an increase in short-term borrowings
materials) for 2012-13 increased
machinery. and trade payables. Trade payables
12.81% from Rs.55,003 lakhs as on
increased from Rs.61, 866 lakhs in
Correspondingly, depreciation and 31st March, 2012 to Rs.62,054 lakhs
2011-12 to Rs.95,876 lakhs in 2012-
amortisation increased from Rs.14,349 as on 31st March, 2013. The average
13, a rise of 54.97%.
lakhs in 2011-12 to Rs.15,776 lakhs inventory cycle for 2012-13 stood
in 2012-13. Return on gross block at 54 days of turnover equivalent Cash and bank balances
declined from 37.88% in 2011-12 compared to 61 days in 2011-12. The cash and bank balance increased
to 35.6% in 2012-13, as gross block
Debtors as on 31st March, 2013 by 92.99% to Rs.18,822 lakhs as
investments will bear returns from the
stood at Rs.180,751 lakhs against on 31st March, 2013 compared to
coming year. Capital work-in progress
Rs.138,999 lakhs as on 31st March, Rs.9,753 lakhs as on 31st March,
increased 107.8% in 2012-13,
2012, an increase of 30%. The 2012, largely due to growing
standing at Rs.23,615 lakhs as on 31st
debtors’ cycle increased to 165 days operational surpluses.
March, 2013 compared to Rs.11,364
of turnover equivalent in 2012-13
lakhs as on 31st March, 2012.
from 153 days in 2011-12 largely
Taxation
Investments owing to longer credit being offered
The Company’s tax liability increased
Non-current investments increased 11.47% from Rs.7,992 lakhs as on
in new markets. Debtors outstanding
2.12% from Rs.65,712 lakhs as on 31st March, 2012 to Rs.8,909 lakhs as
for more than six months comprised
31st March, 2012 to Rs.67,106 lakhs on 31st March, 2013. The Company’s
1.03% of the total debtor’s position
as on 31st March, 2013 due to an contribution towards the exchequer
in 2012-13 compared to 2.7% in the
investment in a subsidiary company. increased 28% from Rs.6,199 lakhs in
previous year.
2011-12 to Rs.7,930 lakhs in 2012-13
Working capital Current investments increased 86% at an effective tax rate of around 28%.
management standing at Rs.23,299 lakhs as on 31st
March, 2013 compared to Rs.12,500
49
Global
Risk management
Risk definition Risk mitigation
Industry risk: An The global population is expected to grow from 7 bn to an 8 bn by 2030, strengthening food demand
industry downturn or without a proportional increase in land availability. This will increase the demand for high-yield crops
changes in demand supported by a growing use of agrochemicals.
patterns could impact Globally, between 26 to 40% of the potential crop production is lost annually because of the effects of
growth. weeds, pests and diseases, which makes crop protection necessary.
The Company possesses a varied product range (herbicides, pesticides, fungicides and pesticides) with
diverse applications (pre-harvest, post-harvest and storage) reducing its dependence on any particular
segment, season, crop or country.
The Company responded to climate changes through changes in its supply chain, pricing and product mix,
facilitated by a relatively flat management structure, porous cross-functions and seamless communication.
Competition risk: The UPL possesses a large product basket, continuous innovation, presence in 120+ countries, subsidiaries
Company could yield to in 41 countries and wide registration competencies. This has helped UPL evolve as one of fastest growing
competition. agrochemical companies of the world beating the average global growth by a factor of more than six.
Production cost control has helped the Company emerge as one of the most profitable companies in the
world.
Acquisition risk: UPL has made successful acquisitions (20 since 1994) and turned the companies around.
Untimely or imprudent UPL recovered acquisition costs through business returns.
acquisition could dent the These acquisitions helped access registrations and distribution networks without gestation.
Balance Sheet.
Raw material risk: Backward integration accounts for 75% of the Company’s raw material requirements.
Inability to procure or The Company produces its own phosphorus, chloralkali and power.
source low cost raw A dedicated procurement team evaluates raw material costs from diverse vendors.
materials could impact
viability.
Geographical UPL’s wide global presence (120 countries) has helped reduce a dependence on any particular country.
concentration risk: No country accounted for more than 20% of the Company’s revenue in 2012-13; no product segment
Concentrated revenues accounted for a significant portion of the Company’s revenues, which helped even out seasonal variations.
from a particular
geography could impact
prospects following
a slowdown in that
geography.
Risk definition Risk mitigation
Research and UPL’s 190-member research and development team catalyses continuous product and process
development risk: An development.
inability to innovate new The Company added 35 products in its technical and formulations segment across the five years leading to
products could affect 2012-13.
revenues. Collaborations with universities and technical universities accelerated new product formulation.
There are more than 60 new products waiting to be launched over the next five years.
Regulatory risk: The A 20-member dedicated team consisting of experienced and senior management officials study global
agrochemical industry registration requirements.
is highly regulated The Company invests in ecology and toxicology studies, a base for applications registration.
worldwide, requiring The Company has employed local professionals to study regulatory changes.
registrations with respective The Company possesses more than 1,000 registrations across various geographies
governments. Changes in
government policy could
require fresh compliances.
Products need to go
through expensive or time-
consuming field trials prior
to launch.
Funding risk: Inability The Company possessed a cash balance of Rs.1,548 crore (as on 31st March, 2013).
to mobilise adequate funds The Company enjoyed a modest debt-equity ratio of 0.87:1 (as on 31st March, 2013), lower than peers.
at competitive costs could UPL was the only Company in India to issue unsecured and unconverted 15-year rupee bonds.
affect growth. UPL enjoyed an interest coverage ratio of 4 (2012-13), reflecting adequate fiscal comfort.
UPL’s average cost of debt was comparatively lower than average Indian debt cost due to its swapping of
debt book across agencies, tenures and geographies.
Receivables risk: A The Company had an average receivables cycle of 109 days of turnover equivalent in 2012-13 whereas in
high receivables cycle some countries the Company’s average receivable cycle varied from 90 days to in excess of 250 days. The
would require additional Company selectively used a long credit cycle to capture markets and keep competition at bay by utilising
working capital that could cash resources.
potentially affect viability.
Foreign currency UPL engaged in adequate forex forward cover.

fluctuation risk: The Company’s exports serve as a natural hedge against imports and manufacturing in international
Foreign currency volatility locations.
could affect profits. The Company selects local currencies for transactions in countries where it has a subsidiary presence
Environmental risk: The Company invested judiciously in emission control equipment (ETP, incinerators, triple effect
Negative impact to evaporators and gas detection alarms).
environment could disrupt Emissions are well below specified norms.
operations The Company’s Ankleshwar unit will soon become a zero liquid discharge facility.
The Company’s dedicated team is engaged in process engineering and environmental impact reduction.
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UNITED PHOSPHORUS LIMITED
NOTICE
NOTICE is hereby given that 29th ANNUAL GENERAL 9. To consider and if thought fit, to pass, with or without
MEETING of the Members of UNITED PHOSPHORUS LIMITED modification, the following resolution as a Special
will be held on Friday, 19th July, 2013 at 10.00 a. m. at Hotel Resolution:
Green View Hall, National Highway No. 8, G.I.D.C., Vapi -
“RESOLVED THAT subject to the approval of the Central
396 195, to transact the following business:
Government pursuant to Section 21 of the Companies
Act, 1956 the name of the Company be changed from
ORDINARY BUSINESS:
‘United Phosphorus Limited’ to ‘UPL Limited’.
1. To consider and adopt the audited Balance Sheet as at
31st March, 2013, Statement of Profit and Loss Account RESOLVED FURTHER THAT the name ‘United Phosphorus
and Cash Flow Statement for the year ended on that date Limited’ wherever it appears in the Memorandum and
and the Reports of the Board of Directors and Auditors Articles of Association of the Company, documents,
thereon. contracts etc. be substituted by the new name, ‘UPL
Limited’.
2. To declare dividend on equity shares.
RESOLVED FURTHER THAT the Board of Directors of the
3. To appoint a Director in place of Mr. Kalyan Banerjee,
Company be and is hereby authorised to take all such
who retires by rotation and being eligible, offers himself
other steps as may be necessary or desirable to give effect
for re-appointment.
to this resolution.”
4. To appoint a Director in place of Dr. Reena Ramachandran,
10. To consider and if thought fit, to pass, with or without
who retires by rotation and being eligible, offers herself
modification, the following resolution as a Special
for re-appointment.
Resolution:
5. To appoint a Director in place of Mr. Pradip Madhavji,
“RESOLVED THAT in accordance with the provisions of
who retires by rotation and being eligible, offers himself
Sections 198, 269 and 309 read with Schedule XIII and all
for re-appointment.
other applicable provisions of the Companies Act, 1956
6. To appoint a Director in place of Mr. R. D. Shroff, who (including any statutory modification(s) or re-enactment
retires by rotation and being eligible, offers himself for thereof, for the time being in force), the consent of the
re-appointment. Company be and is hereby accorded to the reappointment
7. To appoint Auditors and fix their remuneration. of Mr. Rajju D. Shroff as Chairman and Managing Director
of the Company, for a period of 5 (five) years with effect
SPECIAL BUSINESS: from 1st October, 2013, on the terms and conditions
8. To consider and if thought fit, to pass, with or without including remuneration as are set out in the agreement
modification, the following resolution as an Ordinary to be entered into between the Company and Mr. Rajju
Resolution: D. Shroff, a draft whereof is placed before this meeting
which agreement is hereby specifically sanctioned with
“RESOLVED THAT in accordance with the provisions of
liberty to the Board of Directors (hereinafter referred to
Section 257 and all other applicable provisions, if any, of
as “the Board” which term shall be deemed to include
the Companies Act, 1956, Mr. Suresh P. Prabhu, who
the Remuneration Committee constituted by the Board)
was appointed by the Board of Directors as an Additional
to alter and vary the terms and conditions of the said
Director of the Company and who holds office up to
reappointment and/or remuneration and/or agreement,
the date of the ensuing Annual General Meeting under
subject to the same not exceeding the limits specified in
Section 260 of the Companies Act, 1956 and in respect
Schedule XIII to the Companies Act, 1956, including any
of whom the Company has received a notice in writing
statutory modification or re-enactment thereof for the
from some members proposing the candidature of Mr.
time being in force or as may hereafter be made by the
Suresh P. Prabhu for the office of Director, be and is
Central Government in that behalf from time to time, or
hereby appointed as a Director of the Company, liable to
any amendments thereto as may be agreed to between
retire by rotation.”
the Board and Mr. Rajju D. Shroff. 12. To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special
RESOLVED FURTHER THAT where in any financial year the
Resolution:
Company has no profits or its profits are inadequate, the
said Mr. Rajju D. Shroff shall be paid the aforementioned “RESOLVED THAT in accordance with the provisions
remuneration as minimum remuneration subject however of Sections 198, 269 and 309 read with Schedule XIII
to the limits prescribed under the said Schedule XIII or and all other applicable provisions of the Companies
any modifications thereof. Act, 1956 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), the
RESOLVED FURTHER THAT the Board be and is hereby
consent of the Company be and is hereby accorded to
authorised to take all such steps as may be necessary,
the reappointment of Mr. Kalyan Banerjee, as Whole-
proper or expedient to give effect to this resolution.”
time Director, for a period of 5 (five) years with effect
11. To consider and if thought fit, to pass, with or without from 1st October, 2013, on the terms and conditions
modification(s), the following resolution as an Ordinary including remuneration as are set out in the agreement
Resolution: to be entered into between the Company and Mr. Kalyan
“RESOLVED THAT in accordance with the provisions of Banerjee, a draft whereof is placed before this meeting
Sections 198, 269 and 309 read with Schedule XIII and all which agreement is hereby specifically sanctioned with
other applicable provisions of the Companies Act, 1956 liberty to the Board of Directors (hereinafter referred to
(including any statutory modification(s) or re-enactment as “the Board” which term shall be deemed to include
thereof, for the time being in force), the consent of the the Remuneration Committee constituted by the Board)
Company be and is hereby accorded to the reappointment to alter and vary the terms and conditions of the said
of Mr. Arun C. Ashar, as Whole-time Director designated reappointment and/or remuneration and/or agreement,
as Director - Finance, for a period of 5 (five) years with subject to the same not exceeding the limits specified in
effect from 1st October, 2013, on the terms and conditions Schedule XIII to the Companies Act, 1956, including any
including remuneration as are set out in the agreement statutory modification or re-enactment thereof for the
to be entered into between the Company and Mr. Arun time being in force or as may hereafter be made by the
C. Ashar, a draft whereof is placed before this meeting Central Government in that behalf from time to time, or
which agreement is hereby specifically sanctioned with any amendments thereto as may be agreed to between
liberty to the Board of Directors (hereinafter referred to the Board and Mr. Kalyan Banerjee.
as “the Board” which term shall be deemed to include RESOLVED FURTHER THAT where in any financial year the
the Remuneration Committee constituted by the Board) Company has no profits or its profits are inadequate, the
to alter and vary the terms and conditions of the said said Mr. Kalyan Banerjee shall be paid the aforementioned
reappointment and/or remuneration and/or agreement, remuneration as minimum remuneration subject however
subject to the same not exceeding the limits specified in to the limits prescribed under the said Schedule XIII or
Schedule XIII to the Companies Act, 1956, including any any modifications thereof.
statutory modification or re-enactment thereof for the
time being in force or as may hereafter be made by the
Central Government in that behalf from time to time, or
any amendments thereto as may be agreed to between
the Board and Mr. Arun C. Ashar. 13. To consider and if thought fit, to pass with or without
modification, the following resolution as an Ordinary
RESOLVED FURTHER THAT where in any financial year the
Resolution:
Company has no profits or its profits are inadequate, the
said Mr. Arun C. Ashar shall be paid the aforementioned “RESOLVED THAT pursuant to the provisions of Section
remuneration as minimum remuneration subject however 293(1)(e) of the Companies Act, 1956 and other
to the limits prescribed under the said Schedule XIII or applicable provisions, if any, of the said Act, consent
any modifications thereof. of the Company be and is hereby given to the Board of
Directors of the Company for contributing on behalf of
the Company to charitable and other funds not directly
relating to the business of the Company or to the welfare
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of its employees, any amount, the aggregate of which Accounts are requested to write to the Company at an
shall not exceed in any financial year the limit of Rs.25 early date so as to enable the management to keep the
crores or 5% of the average net profits as determined in information ready.
accordance with the provisions of Section 349 & 350 of
8. Pursuant to the provisions of Section 205A of the
the said Act, during the three financial years immediately
Companies Act, 1956, unclaimed dividend for the
preceding the financial year in which the contribution is
financial year 1994-95 has been transferred to the
made, whichever is greater.”
General Revenue Account of the Central Government as
required by the Companies Unpaid Dividend (Transfer to
NOTES:
General Revenue Account of the Central Government)
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT
Rules, 1978. Members who have not encashed the
THE MEETING IS ENTITLED TO APPOINT A PROXY TO
Dividend Warrants pertaining to the said period may
ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH
make their claims to the Registrar of Companies, Gujarat,
PROXY NEED NOT BE A MEMBER. The instrument
Ahmedabad by submitting an application in prescribed
appointing proxy in order to be effective should be duly
form.
stamped, completed and signed and should be deposited
at the Registered Office of the Company not later than 48 9. Pursuant to the provisions of Section 205A(5) of the
hours before the time fixed for the meeting. Companies Act, 1956, as amended-
2. All documents referred to in the accompanying Notice (a) Dividend for the year 1996-97 and 2004-05 which
are open for inspection at the Registered Office of the remained unclaimed for a period of seven years from
Company on all working days except Saturdays between the date of transfer of same to the unpaid dividend
11.00 a.m. and 1.00 p.m. up to the date of 29th Annual account of the Company have been transferred to the
General Meeting. Investor Education and Protection Fund established
by the Central Government pursuant to Section 205C
3. Members/Proxies should bring the Attendance Slip duly
of the Companies Act, 1956.
filled in for attending the meeting.
(b) Dividend / Interim Dividend for the years 2005-06
4. The Register of Members and The Share Transfer Books of
to 2011-12 which remain unclaimed for a period
the Company will remain closed from Saturday, 6th July,
of seven years from the date of transfer of same to
2013 to Friday, 19th July, 2013 (both days inclusive).
the unpaid dividend account of the Company will be
5. The Members are requested to kindly send all their transferred to the Investor Education and Protection
correspondence relating to the change of address, transfer Fund established by the Central Government pursuant
of shares, etc. directly to the Company’s Registrar & to Section 205C of the Companies Act, 1956.
Transfer Agents – Sharepro Services (India) Pvt. Ltd., Unit :
Members who have not so far encashed the Dividend
United Phosphorus Limited, 13AB, Samhita Warehousing
Warrant(s) are requested to make their claims to
Complex, Second Floor, Sakinaka Telephone Exchange
the Company immediately. It may be noted that
Lane,Off Andheri Kurla Road, Sakinaka, Andheri (E),
once the unclaimed dividend is transferred to the
Mumbai 400 072, quoting their Folio Number and in
Investor Education and Protection Fund, no claim
case their shares are held in dematerialised form, the
shall lie, against the Company or the said fund, in
intimation of change of address should be passed on to
respect thereof.
their respective Depository Participants.
Pursuant to the provisions of Investor Education
6. Payment of dividend as recommended by the Directors,
and Protection Fund (Uploading of information
if declared at the Meeting, will be made on or after 25th
regarding unpaid and unclaimed amounts lying with
July, 2013 to the Members whose names stand in the
companies) Rules, 2012, the Company has uploaded
Company’s Register of Members on 19th July, 2013
the details of unpaid and unclaimed amounts lying
and to the Beneficiary Holders as per the Beneficiary
with the Company as on 27th July, 2012, being the
List provided for the purpose by the National Securities
date of last Annual General Meeting, on the website
Depository Limited and Central Depository Services (India)
of the Company i.e. www.uplonline.com and also on
Limited.
the website of the Ministry of Corporate Affairs.
7. Members seeking any information with regard to
10. Additional information on Directors being re-appointed Formerly he was chief of Thomas Cook India Ltd.
as required under Clause 49(VI) of the listing agreement Apart from this, he was Hon. Consul of New Zeland
with the Stock Exchanges: and also holds positions in various trade bodies. Prior
to joining Thomas Cook, he was in Dena Bank for 18
At the ensuing Annual General Meeting, Mr. Kalyan
years. Presently Mr. Madhavji is on the Board of IDFC
Banerjee, Dr. Reena Ramachandran, Mr. Pradip Madhavji
Assets Management Company Ltd. and India Gelatine
and Mr. R. D. Shroff, Directors, retire by rotation and
& Chemicals Ltd.
being eligible offer themselves for reappointment. In
pursuance of Corporate Governance code, information of (d) Mr. R. D. Shroff is the Director of the Company since
the aforesaid Directors is provided hereunder: 1st October, 1992. He is also Chairman and Managing
Director of the Company. He has been associated
(a) Mr. Kalyan Banerjee is a Director of the Company
with the group since inception. He has extensive
since 21st October, 2003. He is a Chemical Engineer.
experience in the chemical industry and has been
He was associated with the Uniphos Enterprises
closely involved with the Research and Development
Limited (erstwhile United Phosphorus Limited) since
of all the Group’s products. His technical expertise
its inception. He has held various important positions
was instrumental in United Phosphorus Limited
in commercial, educational and social fields. He was
winning the Government’s Gold Shield Award. He
past President of Rotary International and is actively
has held various important positions in commercial,
associated with all the Rotary projects. He is also a
educational and social fields. He is Hon. Consul
Director, CII, Western Region. He is also associated
of Mexico. He is also a Director on the Board of
with various education institutions at Vapi. Mr.
various other public limited companies, viz. Uniphos
Banerjee is on the Board of Uniphos International
Enterprises Limited, Uniphos International Limited,
Limited.
Enviro Technology Limited, Nivi Trading Limited,
(b) Dr. Reena Ramachandran is a Director of the Company Shroff United Chemicals Limited, SWAL Corporation
since 21st October, 2003. She is the Director General Limited, Bharuch Enviro Infrastructure Limited, Agri
of Fortune Institute of Internationals Business, which Net Solutions Limited and Tatva Global Environment
is approved by the Ministry of HRD, Govt. of India. Limited.
She has been member of various associations and
(e) Mr. Suresh P. Prabhu has joined the Board as an
institutions relating to education. Presently, she is
Additional Director of the Company. Mr. Prabhu is
also a member of the Expert Committee appointed
an eminent Chartered Accountant. He has been a
by the Ministry of HRD to device Policy Perspectives
Member of Parliament in the 11th, 12th, 13th and
for Management Education. She was also associated
14th Lok Sabha (from 1996-2009) and was a Cabinet
with various committees appointed by various
Minister of Industry, Energy, Environment and
Ministries of Government of India. She has done her
Forests, Chemicals and Fertilisers, Heavy Industry &
Doctorate in Chemistry from University of Allahabad
Public Enterprises. Mr. Suresh Prabhu is a well-known
and Doctorate in Science (chemistry) in France. She
personality and has many years of experience in the
has varied professional experience of over 40 years in
field of Sustainable development, Banking & finance
Textile, Drug, Cement, Petroleum and Petro Chemical
and International business. He has participated
Industry.
and also addressed at many invents and forums in
(c) Mr. Pradip Madhavji is a Director of the Company since India and abroad. He is a member of many reputed
29th January, 2004. Mr. Madhavji is B.A., B.Com. associations representing business, sports, education
and L.L.B. Mr. Madhavji has more than 49 years of and social works. He is on the Board of Crompton
experience in the fields of finance and administration. Greaves Limited.
Mumbai By the order of the Board of Directors

25th April, 2013 for UNITED PHOSPHORUS LIMITED
Registered Office:
3-11, G.I.D.C., Vapi
Dist. Valsad, Gujarat M. B. TRIVEDI
Pin: 396195. Company Secretary
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EXPLANATORY STATEMENT PURSUANT TO SECTION

173(2) OF THE COMPANIES ACT, 1956.
The Explanatory Statement for Item Nos. 8 to 13 of the more popularly known as ‘UPL’ in India and across the globe.
accompanying Notice set out hereinabove is as under:
Furthermore, the Company has registered Trade Mark as
Item No. 8 “UPL” vide Certificate of Registration of Trade Mark dated
The Board of Directors appointed Mr. Suresh P. Prabhu as 25th February, 2008 issued by Trade Marks Registry, Mumbai.
an Additional Director pursuant to Articles 124.(a) of the
Apart from this, the word “Phosphorus” in the name
Articles of Association of Company. Under Section 260 of the
suggests that the Company is engaged in only phosphorus
Companies Act, 1956, Mr. Suresh P. Prabhu will hold office
based compounds and agrochemicals, which was the
only up to the date of ensuing Annual General Meeting of
position earlier. But now, the Company is manufacturing a
the Company.
lot of other agrochemicals not based on phosphorus. So, it
Notices in writing as required by Section 257 of the is more appropriate to change the name to “UPL Limited”.
Companies Act, 1956, have been received from some of Considering all the aforesaid facts, the Board of Directors
the members of the Company signifying their intention to of the Company at its meeting held on 26th March, 2013
propose Mr. Suresh P. Prabhu as a candidate for the office of proposed to change the name of the Company to ‘UPL
the Director. The members who intend to appoint him as a Limited’. The Directors trust that this change will have the
Director have deposited with the Company a sum of Rs.500/- members support and approval.
for the appointment.
Application will be made to the Registrar of Companies,
Mr. Suresh P. Prabhu is an eminent Chartered Accountant. He Gujarat to ascertain that the new name is available for
has been a Member of Parliament in the 11th, 12th, 13th and registration under section 20 of the Companies Act, 1956,
14th Lok Sabha (from 1996-2009) and was a Cabinet Minister and subject to the resolution being passed, an application
of Industry, Energy, Environment and Forests, Chemicals and will be made to the Central Government for approval for the
Fertilisers, Heavy Industry & Public Enterprises. Mr. Suresh change of name under section 21 of the Act.
Prabhu is a well-known personality and has many years of
A copy of the Memorandum and Articles of Association of
experience in the field of Sustainable development, Banking
the Company showing proposed alteration is available for
& finance and International business. He has participated
inspection at the Registered Office of the Company during
and also addressed at many invents and forums in India
office hours on all working days except Saturdays between
and abroad. He is a member of many reputed associations
11.00 a.m. and 1.00 p.m. up to the date of the Annual
representing business, sports, education and social works.
General Meeting.
He is on the Board of Crompton Greaves Limited. Keeping in
view his knowledge and experience, the Company will benefit None of the Directors of the Company is, in any way,
immensely and hence it will be in the interest of the Company concerned or interested in the resolution.
to appoint Mr. Suresh P. Prabhu as Director of the Company.
The directors recommend this resolution for your approval.
Item Nos. 10 to 12
Subject to shareholders’ approval, the Board of Directors of
Except Mr. Suresh P. Prabhu, none of the other Directors of the Company, at its meeting held on 25th April, 2013, have
the Company is, in any way, concerned or interested in this re-appointed Mr. Rajju D. Shroff as Chairman and Managing
resolution. Director, Mr. Arun C. Ashar as Whole-time Director designated
as Director-Finance and Mr. Kalyan Banerjee, as Whole-
Item No. 9 time Director for a period of 5 years commencing from 1st
The Company is third largest generic agrochemical company
October, 2013 on the terms and conditions as stated in the
and has its global presence across 120 countries through its
draft of agreements to be entered into by the Company with
subsidiaries and associates. The Change in the name of the
the aforesaid Directors. The Remuneration Committee of the
Company to ‘UPL Limited’ is necessitated as the Company is
Board of Directors has approved the remuneration in respect
of each of the above Directors. (ii) The expenditure incurred by the appointee on Gas,
Electricity, Water and Furnishing shall be reimbursed
The broad particulars of remuneration payable to and the
by the Company as per Income-tax Rules, 1962, and
terms of the respective reappointments of Mr. Rajju D. Shroff,
the same shall not exceed 10% of the salary of the
Mr. Arun C. Ashar and Mr. Kalyan Banerjee during the tenure
Appointee;
of their respective reappointments are as under:
(iii) Reimbursement of all Medical expenses actually
a) Salary:
incurred for self and family;
Name Designation Salary Rs. per month
(iv) Leave travel concession for self and family once in a
including Dearness
and all other year in accordance with the rules of the Company;
allowances
(v) Fees of clubs subject to a maximum of two clubs.
Mr. Rajju D. Shroff Chairman and 40,00,000/- However, life membership and admission fees, shall
Managing Director
not be paid by the Company;
Mr. Arun C. Ashar Director-Finance 8,50,000/- -50,000/-
- 10,00,000/- (vi) Personal Accident Insurance of an amount, the annual
premium of which shall not exceed Rs.4,000/-;
Mr. Kalyan Banerjee Whole-time 2,00,000/-
Director (vii) Contribution towards Provident Fund, Superannuation
Fund or Annuity Fund as per rules of the Company;
b) Commission:
(viii) Gratuity payable at the rate of half a month’s salary
Such amount of Commission not exceeding 1% (one
for each completed year of service, and the same will
percent) of net profits of the Company, to each of the
not be included in perquisites;
appointees, as may be decided by the Board of Directors
for each financial year. (ix) Cars with driver shall be provided for use on company’s
business and the same will not be considered as
c) Perquisites:
perquisites; use of car for private purposes shall
Perquisites as follows shall be allowed in addition to the however, be billed by the Company;
salary and commission to each of the appointees. The
(x) Telephones at residence and mobile telephones will
perquisites will be evaluated on the basis of the cost to
be provided and the same will not be considered as
the Company or as provided in the Income-tax Act 1961
perquisite but personal long distance calls shall be
or rules framed thereunder, as may be applicable:
billed by the Company;
(i) Housing:
(xi) Actual Entertainment expenses incurred for the
(a) If residential accommodation is provided in a business of the Company will be reimbursed;
company owned house, then a deduction at 10%
(xii) Even if in any financial year, the Company has no
of the salary of the appointee shall be made;
profits or profits are inadequate, the aforesaid
(b) If the Company hires residential accommodation salary and perquisites will be payable as minimum
for the appointee, the expenditure on hiring remuneration.
unfurnished accommodation will not exceed 60%
The draft agreements to be entered into between the
of his salary;
Company and each of Mr. Rajju D. Shroff, Mr. Arun C.
(c) If the Company does not provide residential Ashar and Mr. Kalyan Banerjee respectively incorporating
accommodation to the appointee, the appointee the above particulars of remuneration are available
shall be paid such house rent allowance not for inspection by the Members of the Company at the
exceeding 60% of his salary as the Board may Registered Office of the Company on all working days
decide; (except Saturdays), up to the date of the 29th Annual
General Meeting between 11.00 a.m. and 1.00 p.m.
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The above may be treated as an abstract of the terms Item No. 13

of the contract/agreements proposed to be entered into Section 293(1)(e) of the Companies Act, 1956, inter-alia,
between the Company and Mr. Rajju D. Shroff, Mr. Arun provides that the Board of Directors of a Public Company
C. Ashar and Mr. Kalyan Banerjee respectively pursuant to shall not except with the consent of the Company in General
Section 302 of the Companies, Act, 1956. Meeting, contribute to charitable and other funds not
Mr. Rajju D. Shroff, Mr. Arun C. Ashar and Mr. Kalyan directly relating to the business of the Company or welfare of
Banerjee are interested in the resolutions which pertain its employees, any amounts the aggregate of which exceed in
to their respective reappointments and remuneration any financial year Rs.50,000 or 5% of the average net profit
payable to each of them. Further, Mrs. S. R.Shroff, Mr. as determined in accordance with the provisions of Sections
J. R. Shroff and Mr. V. R. Shroff may also be deemed 349 and 350 of the said Act during the three financial years
to be interested in the resolutions pertaining to the immediately preceding, whichever is greater.
reappointments and remuneration payable to Mr. Rajju Since the Company in discharge of its social responsibilities
D. Shroff as they are related to each other. Save and is called upon to contribute and donate funds, from time
except the above, none of the other Directors of the to time to charitable and other funds not directly relating to
Company is, in any way, concerned or interested in the the business of the Company or the welfare of its employees
resolutions. and the amount of such contributions may exceed the limit
As per Part I (c) (ii) of Schedule XIII of the Companies, prescribed under Section 293(1)(e) of the said Act, consent
Act, 1956, the aforesaid reappointment of Mr. R. D. of the Company in General Meeting is required to enable the
Shroff and the remuneration payable to him is required Board of Directors of the Company to make donations in any
to be approved by the members in General Meeting by financial year in excess of such limits.
passing a special resolution as he has attained the age The resolution at Item No. 13 is placed for obtaining the
of 70 years and he is a relative of Mrs. S. R. Shroff, Mr. J. members’ approval to enable the Board of Directors to make
R. Shroff and Mr. V. R. Shroff, Directors of the Company. donations/contributions hereafter in any financial year up
Similarly, aforesaid reappointment of Mr. Kalyan Banerjee to the limits mentioned in the resolution, namely, up to an
and the remuneration payable to him is required to be aggregate amount of Rs.25 crores or 5% of the average net
approved by the members in General Meeting by passing profits of the three immediately preceding financial years,
a special resolution as he has attained the age of 70 whichever is greater.
years. The reappointment of Mr. Arun C. Ashar and the
Your Directors, therefore, recommend the resolution for your
remuneration payable to him is required to be approved
approval.
by the members in General Meeting. Your Directors
commend the resolutions at Item Nos. 10 to 12 of the None of the Directors of the Company are, in any way,
Notice for approval. concerned or interested in the resolution.
Mumbai By order of the Board of Directors

25th April, 2013 For UNITED PHOSPHORUS LIMITED
Registered Office:
Dist. Valsad, Gujarat M. B. TRIVEDI
Pin: 396195. Company Secretary
Directors’ Report
United Phosphorus Ltd
Your 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: situation. Due to water shortage, cotton and rice acreage in
During the year, rainfall in India was erratic. There was the country decreased. Herbicide application in rice and soya
delay in the arrival of the monsoon, adversely affecting the bean came down. During the year, it was heartening to note
kharif crops. Although in the later part, the monsoon picked that apart from the Northern states of the country, the Eastern
up which turned out to be favourable for the rabi crops. states are also being classified as food baskets for the country
However, in most parts of the country, there was drought-like with improved production of many food and vegetable crops.
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This is a good sign for the country which can take credit for Rs.9,294 crores.
being one of the leading producers of the world for soya bean,
(b) EBIDTA has gone up by 19%.
cotton, sugarcane, rice and certain cereals.
(c) Profit before taxes have gone up by 30% to Rs.945 crores.
On the global front, Latin American countries like Brazil,
Argentina, Colombia, among others, witnessed higher (d) Profit for the year has gone up by 39% to Rs.775 crores.
demand for Company’s agrochemicals. In the US, initial
planting of corn started on a good note. However, due to
Future outlook:
For the coming year, with a normal monsoon predicted
droughts in later part of the season, farmers shifted the
for India the Company’s performance in India is likely to
production to other crops. This had an adverse impact on
improve. On the global front, the potential of Latin American
sales.
market looks robust, especially Brazil. With commodity
The prices of most of the inputs were stable during the year. prices expected to be stable or slightly rising, offtake of
The commodity prices, except cotton, sustained or rose agrochemicals will improve. The Company has taken many
slightly. initiatives in terms of supply chain management which will
During the year, the US dollar became stronger against most reduce the overall cost of production for the Company. The
major currencies. In India, a very tight monetary policy with Company is also entering new potential markets, such as
high interest rates was followed to bring down inflation South Africa, Phillipines, among others. Over the next five
but this impacted the overall economic growth very badly. years, the Company is poised to register high growth.
However, of late, there have been signs of inflation easing
out which gives hopes for reduction in rates of interest in the
Dividend:
Your Directors have recommended dividend of 125%
near future.
i.e. Rs.2.50 per Equity Share of Rs.2 each for the financial
The economic scenario is changing. The world seems to be year ended 31st March, 2013, which if approved at the
coming out of recession witnessed in last five years. The US forthcoming Annual General Meeting, will be paid to all those
economy is showing definite signs of revival. In Europe, Equity Shareholders of the Company whose names appear in
some of the countries are still suffering and it will take more the Register of Members as on 19th July, 2013 and whose
time for these countries to revive their economies. names appear as beneficial owners as per the beneficiary list
It is heartening to note that Company’s sales are going up furnished for the purpose by National Securities Depository
in all parts of the world, be it the US, Europe, Africa, Asia Limited and Central Depository Services (India) Limited.
and Australia. Latin American markets, especially Brazil, have
emerged as very prospective markets and in the years to
Finance:
During the year, the Company raised funds of Rs.300 crores
come, there is a very high potential to improve the sales in
by issuing Unsecured Listed Redeemable Non-convertible
these markets.
Debentures.
During the year, despite sluggish conditions in most of the
markets, the Company has performed very well. Some of the Buy back:
highlights of global performances are as under: During the year, the Company completed successfully the buy
back programme on 17th December, 2012 by buying back
(a) Revenue from operations has increased by 20% to
1,92,00,000 equity shares of Rs.2 each at an average rate of of quality enhancement, raw materials cost reduction and
Rs.116.40 per equity share aggregating to Rs.223.49 crores. batch cycle time reduction. Environment, Health and Safety
(EHS) have been given prime importance during these process
Fixed deposits: development /improvement activities.
The Company has not accepted fixed deposits during the
Keeping in mind the global trends, R&D has focused its
year. There are no fixed deposits outstanding as at 31st
efforts to develop new safer and eco-friendly formulations.
March, 2013.
Several such formulations have been developed during the
Recent acquisitions: year. Many new combination formulations have been also
During the year, the Company, through its overseas subsidiary, developed to control a variety of pests.
has entered into an agreement with Punjab Chemicals to International regulatory data requirements for product registrations
acquire a 100% stake in the Dutch company, SD Agrichem are becoming stricter day by day. The capabilities have been built
Europe, a subsidiary of Punjab Chemicals and Crop Protection within R&D laboratories to fulfill these requirements. Further,
Limited, along with all tangible and intangible assets, IPR, to meet the growing needs for new product introductions,
product registrations, brands, distribution network and regulatory data generation has been aggressively pursued for
manufacturing facilities. both domestic and international registrations.
Agrichem based out of Oosterhaut, the Netherlands is
engaged in the production, marketing and selling of crop
Subsidiary companies / associate
protection products in the European agrochemicals market.
companies:
In pursuance of Circular no. 2/2011 dated 8th January, 2011
Agrichem’s product range includes herbicides, insecticides
issued by the Ministry of Corporate Affairs, the Company
and fungicides registered in several European countries
attached its consolidated financial statements and that of
like the Netherlands, Belgium, the UK, France, Germany,
its subsidiaries. The same is prepared in compliance with the
Ireland, Denmark, Italy, Slovakia, Czech Republic, Belarus and
Accounting Standard-21.
Switzerland. It has a well-staffed crop protection registration
department, in-house R&D and quality control facilities and The annual accounts of the subsidiary companies and
its own formulation facilities in the Netherlands. related detailed information shall be made available to the
shareholders of the Company and its subsidiaries on request.
Agrichem will give your Company new and enhanced market
They are also available for inspection by the members at the
access in European countries. Agrichem has an exciting
Company’s registered office and administrative office.
registrations portfolio with products that will complement
the Company’s existing portfolio in Europe. During the year, the subsidiary companies in the UK, the US,
Brazil and Turkey have performed very well. Businesses of
Research and development: other subsidiaries like Cerexagri, Agrichem and Riceco have
R&D has played an important role for the growth of the also been very profitable.
Company. To further improve the capabilities of R&D, many
Apart from these subsidiaries, Advanta Limited, where
new equipment and instruments have been added to the
the Company holds 49% of the shares, has also shown a
R&D laboratories at Ankleshwar, Thane and Vapi.
remarkable performance. It is expected that in future also,
The R&D efforts have been focused on developing this Company will come out with very good results.
manufacturing processes of off-patent agrochemical
molecules and specialty chemicals. The emphasis has been to
Insurance:
All the properties and operations of the Company have been
develop innovative, cost-effective and patent non-infringing
adequately insured.
processes. These efforts have resulted in the manufacturing
processes of several molecules for introduction in the future.
Auditors and Auditors report:
The efforts have also been mediated towards improving the
M/s S. V. Ghatalia & Associates LLP, Chartered Accountants,
processes for the manufacture of existing products in terms
the Statutory Auditors are retiring at the ensuing Annual
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General Meeting and being eligible for reappointment have from members proposing his appointment as Director of
expressed their willingness to continue, if reappointed. Your the Company at the ensuing Annual General Meeting. Your
Directors recommend their appointment as the Statutory Directors recommend his appointment.
Auditors and fix their remuneration for the year 2013-14.
As required by Clause 49 of the Listing Agreement with the
Stock Exchanges, the brief resume of Mr. Kalyan Banerjee,
Cost audit:
Dr. Reena Ramachandran, Mr. Pradip Madhavji, Mr. R. D.
The Board of Directors appointed M/s. RA & Co, Cost
Shroff and Mr. Suresh P. Prabhu, Directors of the Company
Accountants, Mumbai as Cost Auditors of the Company for
are provided in the notice convening the Annual General
conducting audit of the cost accounts maintained by the
Meeting of the Company.
Company for FY 2013-14. They have submitted a certificate
of eligibility for the appointment. For the year 2012-13, the During the year Mr. Chirayu Amin has resigned from the
due date for filing the Cost Audit Report is 30th September, Board of Directors of the Company with effect from 23rd
2013 and the same will be filed in due course. The Cost Audit October, 2012.
Report for the year 2011-12 was filed on 8th January, 2013.
The Board takes this opportunity to place on record its
deep sense of appreciation for the support and invaluable
Depository system:
contribution made by Mr. Chirayu Amin during his tenure as
98.09% of the total paid-up Equity Shares of the Company
Director of the Company.
were dematerialised as on 31st March, 2013.
Directors: Personnel:
The relationship with all employees and workers at all sites
In accordance with the provisions of the Companies Act,
of the Company remained very cordial throughout the year.
1956 and Articles of Association of the Company, Mr. Kalyan
Your Directors would like to place their appreciation for the
Banerjee, Dr. Reena Ramachandran, Mr. Pradip Madhavji and
contribution made by all the employees of the Company.
Mr. R. D. Shroff, Directors of the Company, retire by rotation
at the ensuing Annual General Meeting of the Company, and
Particulars of employees:
being eligible offer themselves for reappointment.
In terms of Section 217(2A) of the Companies Act, 1956, read
During the year, the Board of Directors has appointed Mr. with the Companies (Particulars of Employees) Rules, 1975, as
Suresh P. Prabhu as an Additional Director on the Board amended, the names and other particulars of the employees
of the Company with effect from 30th January, 2013. Mr. are set out in the Annexure to the Directors’ Report. Having
Prabhu is an eminent chartered accountant. He has been regard to the provisions of Section 219(1) (b) (iv) of the said
a Member of Parliament in the 11th, 12th, 13th and 14th Act, the Annual Report excluding the aforesaid information
Lok Sabha (from 1996-2009) and was a Cabinet Minister of is being sent to all the members of the Company and others
Industry, Energy, Environment and Forests, Chemicals and entitled thereto. Any member interested in obtaining such
Fertilisers, Heavy Industry & Public Enterprises at various particulars may write to the Company Secretary at the
points of time. Mr. Prabhu has many years of experience in the registered office of the Company.
field of sustainable development, banking and finance and
international business. He has participated and also addressed Energy conservation, technology
at forums in India and abroad. He is a part of many reputed absorption and foreign exchange earnings
associations involved in business, sports, educational and and outgo:
social initiatives. Mr. Prabhu has a rich and varied experience The particulars relating to energy conservation, technology
and your Company is proud to avail of his knowledge and absorption, foreign exchange earnings and outgo, as required
guidance. As per Section 260 of the Companies Act, 1956, to be disclosed under Section 217(1)(e) of the Companies
he holds the office of Director up to the date of the ensuing Act, 1956 read with the Companies (Disclosure of Particulars
Annual General Meeting. Notices in writing as required under in the Report of Board of Directors) Rules, 1988 are provided
Section 257 of the Companies Act, 1956 have been received in the Annexure to this Report.
Directors responsibility: Corporate governance:

Your Directors confirm the following Directors Responsibility The Company and its Board has been complying with the
statements pursuant to provisions of Section 217 (2AA) of Corporate Governance parameters to the extent set out in
the Companies Act, 1956: this respect as a separate report, in pursuance of requirement
of Clause 49 of the Listing Agreement. The Management
1. In the preparation of Annual Accounts for the year
Discussion and Analysis Report forms part of this Report.
ended 31st March, 2013, the Company has followed the
Auditor’s certificate regarding compliance of the conditions
applicable accounting standards with proper explanations
of the Corporate Governance as stipulated under the said
relating to material departures;
Clause is also attached to this Report.
2. Appropriate accounting policies have been selected and
applied consistently and judgments and estimates are Listing of the Company’s equity shares:
made prudently and reasonably so as to give a true and The Equity Shares of your Company are listed on the BSE Ltd.
fair view of the state of affairs of the Company as at 31st and National Stock Exchange of India Ltd. There have been
March, 2013 and of the profit of the Company for that no defaults in paying the annual listing fees.
year;
Acknowledgement:
3. Proper and sufficient care has been taken for maintenance
Your Directors are thankful to all the stakeholders and various
of adequate accounting records in accordance with
government agencies and ministries for their continued
applicable provisions of the Companies Act, 1956
support.
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.
Mumbai On behalf of the Board of Directors

25th April, 2013
Registered Office:
Dist. Valsad, Gujarat R. D. Shroff
Pin: 396195. Chairman & Managing Director
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Annexure to Directors Report

PARTICULARS REQUIRED UNDER THE COMPANIES 7) Usage of removable insulation covers for steam
(DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD traps to prevent radiation losses
OF DIRECTORS) RULES, 1988.
8) Level-based moisture drain valves on receivers
and moisture separators for compressed air to
A. Conservation of energy:
prevent reduce air wastages
a) Energy conservation measures taken :
1) Non-chemical treatment (NCT) for cooling towers c) Proposed benefits :
installed to eliminate chemical dosage With the above energy saving proposals, energy bills
are expected to decline by 10% from current levels.
2) Usage of electric screw compressor-driven chilled
water systems instead of vapour absorption
B. Technology absorption, adaptation and
machines (VAMs) to reduce cost of chilled water
innovation:
generation.
The following efforts were taken by the Company towards
3) Closed loop steam condensate network enabling technology absorption, adaptation and innovation;
flash steam recovery for use in hot water
1. The manufacturing technologies of three phosphorus-
generation.
based specialty chemicals developed by in-house R&D
4) Power purchase through open access team were successfully absorbed on commercial scale
with continued production of finished products with
5) Pressurised economiser in boiler to preheat boiler
desired quality and in optimum quantity.
feed water
2. In total, twelve new formulations developed in R&D
6) Energy efficient dry vacuum pump in place of oil
were commercialised for introduction in domestic and
ring vacuum pump
international markets.
7) Steam quality improvement through de-super
3. Qualities of two technical grade active ingredients were
heater
improved and the same were implemented in the plant.
b) Additional/new proposals to reduce
4. Qualities of two formulations were improved with respect
energy consumption:
to its physico-chemical properties and implemented for
1) Installation of VAM to recover waste heat recovery
the regular production in the plant.
from process stream
5. The cost reduction of five formulations was done by use of
2) RO plant for boiler feed water
alternate excipients and formulation recipe optimisations
3) Non-chemical treatment for boiler feed water and implemented in the plant for regular production.
4) Automatic blow down system in boiler based on 6. Technology upgradation and innovation was pursued
TDS through collaborating with eminent scientists from
5) Condensing economiser in boilers to recover institutes of national and international repute like
latent heat from flue gases ICT, CSIR Laboratories, IITs and other experts from the
industry.
6) Fuel conversion in boiler from costly NG to
producer gas through gasification 7. Solvent recovery improved by -
a. Installing vent condensers with sub-zero utilities viii. Developing appropriate environment
management solutions for effluent treatment and
b. Recovery of solvents from incinerable waste through
waste disposal.
process optimisation
ix. Regulatory data development for global
c. Commissioning of solvent absorption unit
registrations.
8. Incinerable waste reduction -
b) Benefits derived by the Company:
a. Process optimisation in continuous distillation column
i. Twelve new formulations were commercialised
to recover solvent from incinerable waste
and introduced in the market.
b. Evaporation efficiency was increased to evaporate
ii. The manufacturing of three specialty chemicals
aqueous salt solution
was started and products were commercialised.
The above optimisation resulted in less generation of
iii. The improvements in the processes of existing
incinerable waste by approximately 500 tons/ annum.
technical grade actives resulted in better quality of
9. Yield improvement products being manufactured, to meet customer
New process has been introduced at commercial scale for expectations.
manufacturing of an agrochemical intermediate which iv. Quality enhancements due to improved
has resulted in to yield increase from 48.5% to 50% and formulation recipe resulted in better customer
equivalent waste reduction. acceptability. The formulation costs were also
a) Research and Development (R&D) reduced due to use of alternate excipients and
optimisation measures.
Specific areas in which R&D initiatives were undertaken
by the Company: v. The innovative manufacturing process technology
developed for off-patent molecules and new
i. Innovative and cost-effective process technology
formulations developed during the year have
development for off-patent agrochemicals,
strengthened the Company’s product pipe line for
phosphorus-based specialty chemicals and
introduction of new products in the coming years.
intermediates.
vi. Regulatory data developed and generated in
ii. Process improvement of existing molecules for
R&D has helped the Company to be granted
quality improvement, cost-reduction, batch cycle
registrations internationally.
time reduction, simplified operations and waste
reduction. c. Future plan of action:
iii. Product / process development with principles of i. Identification of new and better potential
Green Chemistry. molecules for future needs of agriculture.
iv. New safer and eco-friendly formulation ii. Development of cost effective and non-infringing
development. process technologies of off-patent molecules.
v. Development of new combination formulations iii. Development of manufacturing processes with

for broad spectrum activity and improved bio- Green Chemistry Principles.
efficacy. iv. Development of new safer and eco-friendly
vi. Development of formulations for improved bio- formulations, new combinations and agrochemical
availability. formulations with enhanced bio-availability.
vii. Improving existing formulations with respect to v. Continual improvement of existing processes for
quality enhancement and cost reduction. quality improvement and cost reduction, both for
65
Global
technical active ingredients and formulations. economy has been stuck in a rut. The efforts by the
Company over the years, by way of investment in
vi. Registration data generation for support to global
registrations, acquisitions, product developments
registration.
and quality emphasis, have helped the Company to
vii. Participation and support to plant commissioning maintain this growth. The products of the Company
activities for process stabilisation and quality are exported to over 120 different countries and it
establishment. operates through its own subsidiaries in a significant
d. Expenditure incurred on R&D: number of these countries. In particular reference
(Rs. In lakhs) during the year under review, the Company’s exports
i Capital 161.29 to Brazil has grown significantly due to completion
of the acquisition process. The Company is hopeful
Recurring 5911.33
that with the maturing of more registrations and
Total 6072.62
substantial investment in customer service initiatives,
ii Total R&D expenditure – 1.59% (as a
exports will continue to grow in the years to come.
percentage of turnover)
The Company’s exports during the year have grown
C. Foreign exchange earnings and outgo: from Rs.1,675 crores in the previous year to Rs.2,189
1. Activities relating to export, initiatives to increase crores in the current year.
exports, develop new export markets for products 2. Total Foreign Exchange earned and used:-
and service and export promotion plans:- (Rs. In lakhs)
In what has been a commendable effort the 2012-13 2011-12
Company’s exports have continued to show an a. Total Foreign Exchange earned 223,710 174,166
upward trend year after year even when the world b. Total Foreign Exchange used 134,052 93,019

25th April, 2013
Registered Office:
Annexure to Directors Report

FORM ‘A’
Form for disclosure of particulars with respect to Conservation of Energy
Part ‘A’
Power and Fuel consumption
POWER & FUEL 2012-13 2011-12

ELECTRICITY
Purchased units (kwh) 66074142 56893504
Total Cost (Rs.) 482209053 375149493
Rate/Unit (Rs.) 7.30 6.59
OWN GENERATION (D G HOUSE)
UNITS (kwh) 493870 430635
Unit per Litre of Diesel Oil 3.02 2.97
Cost/Unit (Rs.) 24.74 24.97
OWN GENERATION (POWER PLANT)
UNITS (kwh) 207758800 232769400
Unit per M3 of Natural Gas 3.59 3.75
Cost/Unit (Rs.) 7.66 5.48
FURNACE OIL
Quantity (Litres) 511237 206358
Total Cost (Rs.) 17989966 6195467
Rate/Litre (Rs.) 35.19 30.02
NATURAL GAS
Quantity (M3) 80515877 87326484
Total Cost (Rs.) 2500911147 1824449376
Rate/Unit (Rs.) 31.06 20.89
CONSUMPTION PER UNIT OF PRODUCTION - ALL PRODUCTS
Rate/Unit Rate/Unit
2012-13 2011-12
Electricity 1.28/.11 1.47/.09
Furnace oil 0.002 0.001
Natural Gas 0.10 0.12

25th April, 2013
Registered Office:
67
Global
Corporate Governance
1. Company’s Philosophy on Code of all across the globe. The Company is therefore conscious of
Corporate Governance the fact that to achieve success the management and the
The Company’s philosophy on Corporate Governance employees need to work ethically.
relates to providing maximum service to all its stakeholders.
It wants to enhance shareholder value by undertaking the
2. Board of Directors
The Board of Directors consists of 12 Directors as on 31st
best Corporate Governance practices. The high standard of
March, 2013.
Corporate Governance is maintained by being transparent,
accountable and being continuously interactive with Six Board Meetings were held during the year, as against the
shareholders, employees, lending institutions, banks, minimum requirement of four meetings. The dates on which
governmental agencies and all the dealers. the meetings were held are as follows: 30th April, 2012,
7th May, 2012, 20th July, 2012, 23rd October, 2012, 29th
The Company’s products are marketed not only in India but
January, 2013 and 26th March, 2013.
COMPOSITION AND CATEGORY OF DIRECTORS, OTHER DIRECTORSHIPS AND COMMITTEE MEMBERSHIPS:
Name of the Director Category Attendance No. of other directorships and Committee
Particulars member/ chairmanship*
Board Last Other Committee Committee
Meeting AGM Directorships Memberships Chairmanships
Mr. R. D. Shroff Promoter & Executive Chairman & 5 Present 9 - 1
Managing Director
Mrs. S. R. Shroff Promoter & Non-Executive Vice Chairman 3 Absent 8 - -
Mr. J. R. Shroff Promoter & Non-Executive Director 3 Present 8 1 -
Mr. V. R. Shroff Promoter & Non-Executive Director 4 Absent 8 3 -
(Executive Director upto 25th March 2013
and Non executive Director w.e.f. 26th March
2013.)
Mr. A. C. Ashar Non-Promoter & Executive Director 4 Absent 11 2 -
Dr. P. V. Krishna Independent & Non-Executive Director 6 Present 1 - -
Mr. Pradeep Goyal Independent & Non-Executive Director 3 Present 5 4 2
Mr. K. Banerjee Non-Promoter Executive Director 4 Absent 1 - -
Dr. Reena Ramachandran Independent & Non-Executive Director 5 Present - - -
Mr. Pradip Madhavji Independent & Non-Executive Director 6 Present 2 - 2
Mr. Vinod Sethi Independent & Non-Executive Director 5 Present 8 3 3
Mr. Suresh P. Prabhu Independent & Non-Executive Director 1 N.A. 1 - -
(Appointed w.e.f. 29th January,
2013)
Mr. Chirayu R. Amin (Resigned Independent & Non-Executive Director - Absent 12 2 1
on 23rd October, 2012)
Notes: * Excludes Directorship in private limited companies and foreign companies.

Getting of an award for intellectual property from the

3. Information supplied to the Board
Government of India, Department of Industrial Policy and
Following information was provided to the Board as part
Promotion,
of the agenda papers in advance of the Board Meeting or
presented at the time of the Board Meetings: Donations towards corpus of the Trusts for their charitable
objects,
Annual Budget and Capital Expenditure Budget,
Change, subject to approval of the shareholders of the
Financial Results of the Company and consolidated
Company at the forthcoming Annual General Meeting,
results,
the name of the Company from ‘United Phosphorus
Recommendation of payment of final dividend on equity Limited’ to ‘UPL Limited’
shares,
Buy-back of equity shares of the Company,

4. Subsidiary companies
The Company does not have a material non-listed Indian
Appointment / Resignation of Independent Directors, subsidiary whose turnover or networth (i.e. paid-up capital
Change of designation of Executive Director, and free reserves) exceeds 20% of the consolidated turnover
or networth respectively, of the listed holding company and
Revision of payment of remuneration to Whole-time
its subsidiaries in the immediately preceding accounting year.
Director,
Commission to Executive and Non-Executive Directors, 5. Disclosures

The particulars of transactions between the Company and
Inter-corporate investments, loans and guarantees,
related parties as per the Accounting Standards are mentioned
Material show cause notices, legal judgments among separately in note no. 34 of notes to financial statements of
others. the Annual Accounts. However, these transactions are not
likely to have any conflict with the Company’s interest.
Order of the Competition Commission of India levying
penalty, As per the ICAI announcement, expense adjusted directly to
reserve is net of its tax effect. As per the court order and legal
Acquisition of business, abroad,
advice obtained, the Company has taken a consistent view
Approval for contracts entered into with parties covered that the tax benefit available is not to be adjusted in respect
in the register under Section 301 of the Companies Act, of amortisation of the product registrations and product
1956, acquisitions adjusted to the Reserves.
Minutes of the meetings of the Audit Committee and No strictures or penalties have been imposed on the Company
other committees of the Board. by the Stock Exchanges or The Securities and Exchange Board
Review of the procedure for risk assessment and of India (SEBI) or any other regulatory body on any matter
minimisation, relating to capital markets in the last three years.
Consideration of any disclosure made by the senior The Securities and Exchange Board of India (SEBI) vide
management relating to any transaction having potential notification dated 20th February, 2002, has amended
conflict with interests of the Company, the SEBI (Insider Trading) Regulations, 1992. As per these
regulations, the Company has appointed Mr. M. B. Trivedi as
Appointment / Resignation of Cost Auditors,
a Compliance Officer, who will be responsible for formulating
Approval of the Cost Audit Report and the Compliance policies, procedures, monitoring adherence to the rules for the
Report, preservation of price sensitive information, pre-clearance of
trades, monitoring of trades and implementation of the Code
Availing / Renewing credit facilities from banks in India
of Conduct under the overall supervision of the Board. The
and abroad
Company also has framed its own code of internal procedure
Undertaking derivative transactions with banks, and conduct for prevention of Insider Trading which provides
Purchase of properties, for “Trading Window” restrictions, disclosure requirements
and also pre-clearance of trades in the Company’s securities.
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Shareholding of the Directors as on 31st March, 2013 was 6. Code of Conduct

as under: The Board of Directors has adopted the Code of Conduct for
the Board Members and the Senior Management. The said
Name of the Director Shareholding
Code has been communicated to the Board Members and
Mr. R. D. Shroff Nil
the Senior Management. The Code has also been posted on
Mrs. S. R. Shroff Nil
the Company’s website www.uplonline.com.
Mr. J. R. Shroff Nil
Mr. V. R. Shroff Nil 7. Audit Committee
Mr. A. C. Ashar 257,850 The Board of the Company has constituted an Audit
Dr. P. V. Krishna Nil Committee, comprising of three Independent & Non-Executive
Directors. Five meetings of the Audit Committee were held
Mr. Pradeep Goyal Nil
on 30th April, 2012, 20th July, 2012, 23rd October, 2012,
Mr. K. Banerjee 346,204
29th January, 2013 and 26th March, 2013.
Dr. Reena Ramachandran Nil
Mr. Pradip Madhavji Nil
Mr. Vinod Sethi Nil
Mr. Suresh P. Prabhu Nil
Composition of members of Audit Committee is as follows:
Composition Mr. Pradip Madhavji, Chairman Mr. Pradeep Goyal Dr. P. V. Krishna
Meetings attended during the year 5 2 5
The constitution of Audit Committee also meets with the 8. Remuneration Committee
requirements under Section 292A of the Companies Act, The Board of the Company has constituted a Remuneration
1956. Mr. Pradip Madhavji who has financial and accounting Committee, comprising of three Independent & Non-
knowledge has been nominated as the Chairman of the Audit Executive Directors viz. Dr. Reena Ramachandran, Chairman,
Committee. Mr. Pradeep Goyal and Dr. P. V. Krishna.
The role and terms of reference stipulated by the Board to the The Remuneration Committee has been constituted to
Audit Committee covers areas mentioned under Clause 49 of recommend/review the remuneration package of the
the Listing Agreement and Section 292A of the Companies Managing/Whole-time Directors based on their performance
Act, 1956 besides other terms as may be referred by the and predefined criteria. One meeting of the Remuneration
Board of Directors. Committee was held on 30th April, 2012.
Composition of members of Remuneration Committee is as follows:
Composition Dr. (Mrs.) Reena Ramachandran, Chairman Mr. Pradeep Goyal Dr. P. V. Krishna
Details of the remuneration to all the Directors for the year:

The aggregate value of salary, perquisites and commission for the year ended 31st March, 2013 to four Whole-time Directors is as follows:
(Rs. In lakhs)
Name of Director Salary Perquisites Retirement Benefits Commission Total

Mr. R. D. Shroff (Chairman & Managing Director) 264 78 84 170 596
Mr. Vikram R. Shroff (Executive Director upto 25th March, 25, 252 37 80 150 519
2013 and Non-executive Director w.e.f. 26th March, 2013.)
Mr. Kalyan Banerjee (Whole-time Director) 18 6 6 11 41
Mr. A. C. Ashar (Whole-time Director) 85 30 27 19 161
The Company has paid the sitting fees for the year ended each to Dr. P. V. Krishna, Mr. Pradeep Goyal, Dr. Reena
31st March, 2013 to Independent & Non-Executive Directors Ramachandran, Mr. Pradip Madhavji, Mr. Vinod Sethi and
for attending Board Meetings, Audit Committee Meetings, Rs.2.50 lakhs to Mr. Suresh P. Prabhu.
Remuneration Committee Meetings and Shareholders’/
Investors’ Grievances Committee Meeting as follows: 9. Shareholders’/Investors’ Grievance
Committee
Dr. P. V. Krishna Rs.1,90,000/-; Mr. Pradeep Goyal Rs.90,000/,
The Board of the Company has constituted a Shareholders’/
Dr. Reena Ramachandran Rs.1,10,000/-, Mr. Pradip Madhavji
Investors’ Grievance Committee, comprising of three
Rs.1,90,000/-, Mr. Vinod R. Sethi Rs.100,000/- and Mr.
Independent & Non-Executive Directors to look into the
Suresh P. Prabhu Rs.20,000/-
Shareholders’ and Investors’ Grievances. One meeting of the
In addition, the Company has paid a commission to Shareholders’/Investors’ Grievance Committee was held on
Independent and Non-Executive Directors of Rs.3.50 lakhs 29th January, 2013.
Composition of members of Shareholders’/Investors’ Grievance Committee is as follows:
Composition Mr. Pradip Madhavji, Chairman Mr. Pradeep Goyal Dr. P. V. Krishna
The Company also has its separate shares transfer committee The total numbers of complaints received during the year
consisting of Mrs. S. R. Shroff and Mr. A. C. Ashar, Directors under review were 227 and all the complaints were replied
and two other senior executives of the Company. This to the satisfaction of shareholders on or before 31st March,
committee normally meets twice/thrice a month to approve 2013.
transfer of shares, issue of duplicate certificates, redressal
Two requests for transfers were pending for approval as on
of Shareholders’ and Investors’ Grievances, among others.
31st March, 2013, which were approved and dealt with by
Share certificates submitted for dematerialisation and request
15th April, 2013.
for rematerialisation were also approved by the committee.
10. General Body Meetings

(A) Annual General Meetings:
Location and time for last three Annual General Meetings were:
Year AGM Location Date Time

2009-2010 26th AGM Hotel Green View Hall, N. H. No. 8, Vapi, Gujarat - 396 195. 08/09/2010 10.00 a.m.
The following special resolutions were passed by the members 2011-2012

during the last three Annual General Meetings: a) Alteration of Articles of Association of the Company.
No special resolution was passed through Postal Ballot during

2009-2010
the year 2012-2013.
a) Payment of remuneration to the Directors other than the
Managing Director and Whole-time Directors. None of the resolutions proposed to be passed in the ensuing
Annual General Meeting require passing a special resolution
2010-2011
through Postal Ballot.
a) Alteration of Articles of Association of the Company.
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11. (a) Disclosures on materially significant related party 12. Means of communication
transactions i.e. transactions of the Company of The quarterly and annual results are published by the Company
material nature, with its promoters, the directors in the English and Gujarati editions of the ‘The Economics
or the management, their subsidiaries or relatives, Times’ / ‘DNA’ / ‘Business Standard’ / ‘Business Line’ / ‘The
among others that may have potential conflict with Financial Express’/ ‘Western Times’ and are also displayed on
the interests of the Company at large. corporate website, www.uplonline.com. The Company’s
During the year, the Company had no materially significant website also contains a separate dedicated section called
related party transactions, which were considered to have ‘Investors’ wherein shareholder-related information like the
potential conflict with the interests of the Company at Annual Report of the Company, shareholding pattern among
large. others, are available. Official news releases are sent to the
Stock Exchanges at BSE Ltd. and National Stock Exchange of
(b) Details of non-compliance by the Company, penalties,
India Ltd., where the equity shares of the Company are listed.
strictures imposed on the Company by Stock
Exchanges or SEBI, or any statutory authority, on any The Management Discussion and Analysis (MD&A) forms a
matter related to capital markets, during the last three part of the annual report.
years.
None.
13. General Shareholder Information
13.1. Annual General Meeting

- Date 19th July, 2013 at 10.00 a.m.
- Venue Hotel Green View Hall, N. H. No. 8, Vapi - 396195, Gujarat.
13.2. Financial calendar Annual General Meeting –
19th July, 2013
Results for quarter ending 30th June, 2013- On or before 14th August, 2013
Results for quarter ending 30th September, 2013- On or before 14th November, 2013
Results for quarter ending 31st December, 2013- On or before 14th February, 2014
Results for quarter/ year ending 31st March, 2014 - Last week of April, 2014 / May, 2014.
13.3. Book closure date 6th July, 2013 to 19th July, 2013 (Both days inclusive)
13.4. Dividend payment date On or after 25th July, 2013
13.5. (a) Listing of Equity Shares on BSE Ltd. and National Stock Exchange of India Ltd.
Stock Exchanges at
(b) Listing of GDR on the Stock Luxembourg Stock Exchange
Exchanges at
13.6 (a) Stock Code BSE Ltd. : 512070
National Stock Exchange of India Ltd. : UNIPHOS
(b) Demat ISIN Number in NSDL & INE628A01036
CDSL for Equity Shares of Rs.2/-
each
13.7 Stock Market Data
Month BSE Ltd. (BSE) National Stock Exchange of India Ltd. (NSE)
Month’s High Price Month’s Low Price Month’s High Price Month’s Low Price
(In Rs.) (In Rs.) (In Rs.) (In Rs.)
April 2012 136.60 108.10 136.75 108.00
May 2012 130.50 109.25 130.30 109.75
June 2012 128.70 105.00 128.75 104.10
July 2012 129.80 116.60 129.70 116.80
August 2012 124.80 107.00 123.40 106.70
September 2012 134.40 118.40 134.30 118.60
October 2012 134.80 112.70 135.00 108.20
November 2012 121.00 108.00 121.65 101.55
December 2012 132.40 119.40 132.45 119.00
January 2013 144.10 130.40 144.20 128.25
February 2013 135.70 114.30 135.75 114.45
March 2013 129.90 114.80 129.95 111.00
13.8. Share price performance in comparison to broad-based indices – BSE Sensex.

UPL closing share price performance relative to BSE Sensex based on share price during the year.
RELATIVE PERFORMANCE OF UNITED PHOSPHORUS LTD. (UPL)
UPL Share price BSE Sensex

140.00 20,000.00
135.00 19,000.00
UPL Share Price
130.00
BSE Sensex
18,000.00
125.00
17,000.00
120.00
16,000.00
115.00
15,000.00
110.00
Apr-12
May-12
Jun-12
Jul-12
Aug-12
Sep-12
Oct-12
Nov-12
Dec-12
Jan-13
Feb-13
Mar-13
13.9. Registrar and Share Transfer Agent Sharepro Services (India) Pvt. Ltd.
(Share transfer and communication Unit : United Phosphorus Limited
regarding share certificate, dividends 13AB, Samhita Warehousing Complex, Second Floor, Sakinaka Telephone Exchange Lane,
and change of address). Off Andheri Kurla Road, Sakinaka, Andheri (E), Mumbai 400 072.
Also, for the benefit of the Shareholders, the documents will continue to be accepted at the following office of the Company:
Secretarial Department
8, Shri Krishna Commercial Centre, Ground Floor, Opp. Raheja Solitaire, 6 Udyog Nagar, Off
S. V. Road, Goregaon (West), Mumbai 400 062.
13.10. Share Transfer System Presently, the share transfers which are received in physical form are processed and the
share certificates returned within a period of 15 days from the date of receipt subject to the
documents being valid and complete in all respects.
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13.11. Distribution of shareholdings as on 31st March, 2013:
Shareholding of Shareholders Share Amount

Nominal Value of (Rs.) Numbers % of Total Nos. In (Rs.) % of Total Amt.
1 – 5,000 78,852 95.40 455,62,478 5.15
5,001 – 10,000 1,838 2.22 137,209,04 1.55
10,001 – 20,000 1,115 1.35 157,735,34 1.78
20,001 – 30,000 251 0.30 62,67,632 0.71
30,001 – 40,000 129 0.16 44,95,458 0.51
40,001 – 50,000 57 0.07 25,92,616 0.29
50,001 – 1,00,000 128 0.15 94,68,280 1.07
1,00,001 and above. 287 0.35 787,327,646 88.94
Total 82,657 100 885,208,548 100
13.12. Shareholding pattern as on 31st March, 2013:
Indian Public 10.03%
NRIs/ OCB 2.54%

Promoter 28.87%
Mutual funds/ LIC/ Banks 16.26%
Corporate bodies 10.23%
FII 32.07%
13.13. Dematerialisation of shares 98.09% of the outstanding shares have been dematerialised up to 31st March, 2013.
Trading in Equity Shares of the Company is permitted only in dematerialised form w.e.f.
28th August, 2000 as per notification issued by the Securities and Exchange Board of India
(SEBI).
Liquidity:
The shares of the Company are among the most liquid and actively traded shares. Relevant data for the average daily turnover
for the financial year 2012 – 2013 is given below:
BSE Ltd. (BSE) National Stock Exchange of India Ltd. (NSE) BSE+NSE
In no. of shares (in thousand) 221.73 1504.03 1725.76
(Source: This information is compiled from the data available from the websites of BSE and NSE)
13.14. Outstanding GDR/ Warrants and Outstanding GDRs as on 31st March, 2013 represent 370720 shares (0.08 %). There are no
Convertible Bonds, their conversion further outstanding instruments, which are convertible into equity in the future.
dates and their likely impact on the
equity
13.15 Plant locations The Company’s plants are located at Vapi, Ankleshwar, Jhagadia, Halol, Jammu, Haldia and
Hyderabad.
13.16 Address for Correspondence
(i) Investor correspondence For Shares held in Physical Form

Sharepro Services (India) Pvt. Ltd.
Unit : United Phosphorus Limited
13AB, Samhita Warehousing Complex, Second Floor, Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road, Sakinaka, Andheri (E), Mumbai 400 072.
Also, for the benefit of the Shareholders, the documents will continue to be accepted at the
following office of the Company:
8, Shri Krishna Commercial Centre, Ground Floor, Opp. Raheja Solitaire, 6 Udyog Nagar, Off
S. V. Road, Goregaon (West), Mumbai 400 062.
For Shares held in Demat form
To the Depository Participant(s)
(ii) Any query on Annual Report Mr. M. B. Trivedi, Company Secretary
Legal & Secretarial Department
Uniphos House, C. D. Marg, Madhu Park, Khar (West), Mumbai 400 052.
E-Mail : [email protected]
(iii) Exclusive e-mail ID of the grievance [email protected]
redressal division
(iv) Corporate website www.uplonline.com

25th April, 2013
Registered Office:
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DECLARATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior
Management Personnel have confirmed compliance with the Code of Conduct laid down by the Company for the year ended
31st March, 2013

25th April, 2013
Registered Office:
AUDITORS’ CERTIFICATE
To
The Members of United Phosphorus Limited
We have examined the compliance of conditions of corporate governance by United Phosphorus Limited, for the year ended on
March 31, 2013, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S. V. GHATALIA & ASSOCIATES LLP

Chartered Accountants
ICAI Firm registration number: 103162W
per Sudhir Soni

Mumbai Partner
25th April, 2013 Membership No.: 41870
Financial Section
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INDEPENDENT AUDITOR’S REPORT

To
The Members of United Phosphorus Limited
REPORT ON THE FINANCIAL STATEMENTS statements give the information required by the Act in the
1. We have audited the accompanying financial statements of manner so required and give a true and fair view in conformity
United Phosphorus Limited (“the Company”), which comprise with the accounting principles generally accepted in India:
the Balance Sheet as at March 31, 2013, and the Statement (a) in the case of the Balance Sheet, of the state of affairs of
of Profit and Loss and Cash Flow Statement for the year then the Company as at March 31, 2013;
ended, and a summary of significant accounting policies and
(b) in the case of the Statement of Profit and Loss, of the profit
other explanatory information.
for the year ended on that date; and
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL (c) in the case of the Cash Flow Statement, of the cash flows
STATEMENTS for the year ended on that date.
2. Management is responsible for the preparation of these
financial statements that give a true and fair view of the REPORT ON OTHER LEGAL AND REGULATORY
financial position, financial performance and cash flows of the REQUIREMENTS
Company in accordance with accounting principles generally 6. As required by the Companies (Auditor’s Report) Order,
accepted in India, including the Accounting Standards referred 2003 (“the Order”) issued by the Central Government of India
to in sub-section (3C) of section 211 of the Companies Act, in terms of sub-section (4A) of section 227 of the Act, we
1956 (“the Act”). This responsibility includes the design, give in the Annexure a statement on the matters specified in
implementation and maintenance of internal control relevant paragraphs 4 and 5 of the Order.
to the preparation and presentation of the financial statements
7. As required by section 227(3) of the Act, we report that:
that give a true and fair view and are free from material
misstatement, whether due to fraud or error. (a) We have obtained all the information and explanations
which to the best of our knowledge and belief were
AUDITOR’S RESPONSIBILITY necessary for the purpose of our audit;
3. Our responsibility is to express an opinion on these (b) In our opinion, proper books of account as required by law
financial statements based on our audit. We conducted our have been kept by the Company so far as appears from our
audit in accordance with the Standards on Auditing issued examination of those books;
by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements (c) The Balance Sheet, Statement of Profit and Loss, and Cash
and plan and perform the audit to obtain reasonable assurance Flow Statement dealt with by this Report are in agreement
about whether the financial statements are free from material with the books of account;
misstatement. (d) In our opinion, the Balance Sheet, Statement of Profit and
4. An audit involves performing procedures to obtain audit Loss, and Cash Flow Statement comply with the Accounting
evidence about the amounts and disclosures in the financial Standards referred to in sub-section (3C) of section 211 of
statements. The procedures selected depend on the auditor’s the Companies Act, 1956;
judgment, including the assessment of the risks of material (e) On the basis of written representations received from the
misstatement of the financial statements, whether due to fraud directors as on March 31, 2013, and taken on record by
or error. In making those risk assessments, the auditor considers the Board of Directors, none of the directors is disqualified
internal control relevant to the Company’s preparation and fair as on March 31, 2013, from being appointed as a director
presentation of the financial statements in order to design audit in terms of clause (g) of sub-section (1) of section 274 of
procedures that are appropriate in the circumstances. An audit the Companies Act, 1956.
also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting For S.V. Ghatalia & Associates LLP
estimates made by management, as well as evaluating the Chartered Accountants
overall presentation of the financial statements. We believe Firm’s Registration Number: 103162W
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion. per Sudhir Soni
Partner
OPINION Membership Number: 41870
5. In our opinion and to the best of our information and Place: Mumbai
according to the explanations given to us, the financial Date: April 25, 2013
Annexure referred to in paragraph 6 of our report of even date

Re: United Phosphorus Limited (‘the Company’)
(i) (a) The Company has maintained proper records showing control system commensurate with the size of the Company
full particulars, including quantitative details and situation and the nature of its business, for the purchase of inventory
of fixed assets. and fixed assets and for the sale of goods and services.
During the course of our audit, we have not observed any
(b) All fixed assets have not been physically verified by
major weakness or continuing failure to correct any major
the management during the year but there is a regular
weakness in the internal control system of the company in
programme of verification which, in our opinion, is
respect of these areas.
reasonable having regard to the size of the Company and
the nature of its assets. No material discrepancies were (v) (a) According to the information and explanations
noticed on such verification. provided by the management, we are of the opinion that
the particulars of contracts or arrangements referred to in
(c) There was no disposal of a substantial part of fixed
Section 301 of the Companies Act, 1956, that need to be
assets during the year.
entered into the register maintained under Section 301
(ii) (a) The management has conducted physical verification have been so entered.
of inventory at reasonable intervals during the year.
(b) In our opinion and according to the information
(b) The procedures of physical verification of inventory and explanations given to us, the transactions made
followed by the management are reasonable and adequate in pursuance of such contracts or arrangements and
in relation to the size of the Company and the nature of its exceeding the value of Rupees five lakhs have been entered
business. into during the financial year at prices which are reasonable
having regard to the prevailing market prices at the relevant
(c) The Company is maintaining proper records of inventory
time because of the unique and specialized nature of the
and no material discrepancies were noticed on physical
items involved and absence of any comparable prices, we
verification.
are unable to comment whether those transactions were
(iii) (a) The Company has granted loan to a company made at prevailing market prices at the relevant time.
covered in the register maintained under Section 301 of
(vi) The Company has not accepted any deposits from the
the Companies Act, 1956. The maximum amount involved
public.
during the year was Rs. 2,650 lacs and the year- end
balance of loan granted to such party was Nil. (vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business
(b) In our opinion and according to the information and
explanations given to us, the rate of interest and other (viii) We have broadly reviewed the books of account maintained
terms and conditions for such loans are not prima facie by the Company pursuant to the rules made by the Central
prejudicial to the interest of the Company. Government for the maintenance of cost records under
section 209(1)(d) of the Companies Act, 1956, and are of
(c) In respect of loans granted, repayment of the principal
the opinion that prima facie, the prescribed accounts and
amount is as stipulated and payment of interest have been
records have been made and maintained.
regular.
(ix) (a) Undisputed statutory dues including provident fund,
(d) There is no overdue amount of loans granted to
investor education and protection fund, employees’ state
companies, firms or other parties listed in the register
insurance, income-tax, sales-tax, wealth-tax, service tax,
maintained under Section 301 of the Companies Act,
customs duty, excise duty, cess and other material statutory
1956.
dues have generally been regularly deposited with the
(e) The Company has taken loan from a company appropriate authorities though there has been a slight
covered in the register maintained under Section 301 of delay in a few cases.
the Companies Act, 1956. The maximum amount involved
(b) According to the information and explanations
during the year was Rs. 179 lacs and the year-end balance
given to us, no undisputed amounts payable in respect of
of loan taken from such party was Nil.
provident fund, investor education and protection fund,
(f) In our opinion and according to the information and employees’ state insurance, income-tax, wealth-tax, service
explanations given to us, the rate of interest and other tax, sales-tax, customs duty, excise duty cess and other
terms and conditions for such loans are not prima facie material statutory dues were outstanding, at the year end,
prejudicial to the interest of the Company. for a period of more than six months from the date they
(g) In respect of loan taken, repayment of the principal became payable.
amount is as stipulated and payments of interest have been (c) According to the records of the Company, the dues
regular. outstanding of income-tax, sales-tax, wealth-tax, service
(iv) In our opinion and according to the information and tax, customs duty, excise duty and cess on account of any
explanations given to us, there is an adequate internal dispute, are as follows:
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Name of the statute Nature of dues Amount (Rs. Period to which the Forum where dispute is pending
in lacs) amount relates
Income Tax Act,1961 Income-tax 39 1995-96, 1997-98 & Income-tax Appellate Tribunal
demends 2004-2005
Sales Tax Act Sales Tax 1,604 1997-98 to 2007-08 & Supreme Court,
demands 2011-12 to 2012-13 Commissioner Of Sales
Tax, Baroda Sales Tax
Tribunal,Ahmadabad
Central Exice Act/ Excise duty/ 4,840 1994 to 2012-13 Commissioner (Apeals)
Finance Act Service tax Central Excise and Service Tax
demands Appellate Tribunal
Customs Act Custom Duty 3,419 2000, 2001 and 2004 Commissioner (Apeals)
demand Central Excise and Service Tax
Appellate Tribunal, Mumbai
Foreign Trade Fiscal penalty 3348 1992 to 1997 Bombay High Court
(Development and
Regulation ) Act
(x) The Company has no accumulated losses at the end of (xvii) According to the information and explanations given to
the financial year and it has not incurred cash losses in us and on an overall examination of the balance sheet of
the current and immediately preceding financial year. the Company, we report that no funds raised on short-
term basis have been used for long-term investment.
(xi) Based on our audit procedures and as per the information
and explanations given by the management, we are (xviii) The Company has not made any preferential allotment
of the opinion that the Company has not defaulted in of shares to parties or companies covered in the register
repayment of dues to a financial institution, bank or maintained under Section 301 of the Companies Act,
debenture holders. 1956.
(xii) According to the information and explanations given to (xix) The Company has unsecured debentures outstanding
us and based on the documents and records produced during the year on which no security or charge is
before us, the Company has not granted loans and required to be created.
advances on the basis of security by way of pledge of
(xx) The Company has not raised any money by public issues
shares, debentures and other securities.
during the year.
(xiii) In our opinion, the Company is not a chit fund or a nidhi
(xxi) Based upon the audit procedures performed for the
/ mutual benefit fund / society. Therefore, the provisions
purpose of reporting the true and fair view of the
of clause 4(xiii) of the Companies (Auditor’s Report)
financial statements and as per the information and
Order, 2003 (as amended) are not applicable to the
explanations given by the management, we report that
Company.
no fraud on or by the Company has been noticed or
(xiv) In our opinion, the Company is not dealing in or trading reported during the year.
in shares, securities, debentures and other investments.
Accordingly, the provisions of clause 4(xiv) of the
Companies (Auditor’s Report) Order, 2003 (as amended) For S.V. Ghatalia & Associates LLP
are not applicable to the Company. Chartered Accountants
(xv) According to the information and explanations given to Firm’s Registration Number: 103162W
us, the Company has given guarantee for loans taken by
others from bank or financial institutions, the terms and
conditions whereof, in our opinion, are not prima-facie per Sudhir Soni
prejudicial to the interest of the Company. Partner
(xvi) Based on information and explanations given to us Membership Number: 41870
by the management, term loans were applied for the Place: Mumbai
purpose for which the loans were obtained. Date: April 25, 2013
Balance Sheet as at 31 March 2013

NOTES 31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 3 8,852 9,236
Reserves and surplus 4 326,917 341,366
335,769 350,602
Non-current liabilities
Long-term borrowings 5 140,000 110,000
Deferred tax liability (net) 13 9,090 8,278
Other long-term liabilities 6 20,981 13,600
170,071 131,878
Current liabilities
Short-term borrowings 8 63,811 35,158
Trade payables 37 95,876 61,866
Other current liabilities 9 20,195 31,392
Short-term provisions 7 15,868 15,516
195,750 143,932
TOTAL 701,590 626,412
ASSETS
Non-current assets
Fixed assets
- Tangible assets 10 83,388 81,037
- Intangible assets 11 51,662 56,505
- Capital work-in-progress 23,615 11,364
Non-current investments 12 67,106 65,712
Long-term loans and advances 14 111,532 104,737
337,303 319,355
Current assets
Current investments 16 23,299 12,500
Inventories 17 62,054 55,003
Trade receivables 15.1 180,751 138,999
Cash and bank balances 18 18,822 9,753
Short-term loans and advances 14 71,299 81,868
Short term other current assets 15.2 8,062 8,934
364,287 307,057
TOTAL 701,590 626,412
Summary of significant accounting policies 2.1
The accompanying notes are an integral part of the financial statements.

As per our report of even date
For S.V.GHATALIA & ASSOCIATES LLP For and on behalf of Board of Directors of
Firm registration number:103162W United Phosphorus Limited
per Sudhir Soni R.D.Shroff A.C.Ashar
Partner Chairman & Managing Director Whole-time Director
Membership no.: 41870 S.Krishnan M.B.Trivedi
Chief Financial Officer Company Secretary
Place: Mumbai Place: Mumbai
Date: 25th April, 2013 Date: 25th April, 2013
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Statement of Profit and Loss for the year ended 31 March 2013
NOTES 31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
INCOME
Revenue from operations (gross) 19 413,602 348,156
Less: excise duty (19,658) (16,592)
Revenue from operations (net) 393,944 331,564
Other income 20 13,432 14,385
Total revenue (I) 407,376 345,949
EXPENSES
Cost of raw material consumed 21 183,839 155,789
Purchase of traded goods 22 34,721 34,231
(Increase)/ decrease in inventories of finished goods, by-products, 22 (3,820) (11,685)
work-in-progress and traded goods
Employee benefits expense 23 23,746 18,465
Other expenses 24 112,793 87,667
Total (II) 351,279 284,467
Profit before interest, tax, depreciation and amortization (I) – (II) 56,097 61,482
Depreciation and amortization expenses 25 15,776 14,349
Finance costs 26 10,599 16,437
Profit before tax 29,722 30,696
TAX EXPENSES
Current tax 7,930 6,199
Tax effect of earlier years 39 (61)
Mat credit entitlement - (192)
Deferred tax 940 2,046
Total tax expense 8,909 7,992
Profit for the year 20,813 22,704
Earnings per share 27

Basic and diluted earning per share (Rs.) 4.60 4.92
Face value per share (Rs.) 2.00 2.00

Cash flow statement for the year ended 31 March 2013

FOR THE YEAR ENDED FOR THE YEAR ENDED
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs
A. CASH FLOW FROM OPERATING ACTIVITIES
(1) Net profit before tax 29,722 30,696
(2) Adjustments for :
Depreciation and amortization expense 15,776 14,349
Loss /(profit) on sale of fixed assets 8 32
Assets written off 507 1,013
Provisions for diminution in value of investments (net) 181 164
Provision for doubtful debts and advances (net) 2,155 932
Bad debts/advances written off 644 3
Sundry debit/(credit) balances written off/(back) (net) (711) 110
Finance costs 10,599 16,437
Profit on sale of investments (1,455) (656)
Excess provisions in respect of earlier years written back (net) (533) (764)
Dividend income (544) (1,970)
Interest income (7,322) (9,301)
Manufacturing expenses capitalised (133) (103)
19,172 20,246
Operating profit before working capital changes 48,894 50,942
(3) Adjustments for :
Decrease/(increase) in trade receivables (44,551) (37,436)
Decrease/(increase) in inventories (7,051) (14,099)
Decrease/(increase) in long term and short term loans
and advances (9,677) 4,917
Decrease/(increase) in other current assets 968 774

Increase/(decrease) in trade payables 35,254 3,606
Increase/(decrease) in long term and short term provisions 824 625
Increase/(decrease) in other liabilities 1,691 (210)
(22,542) (41,823)
Cash generated from operations 26,352 9,119
(4) Taxes paid (net) (6,887) (7,104)
Net cash from operating activities A 19,465 2,015
B. CASH FLOW FROM FINANCING ACTIVITIES

(1) Purchase of fixed assets (24,649) (19,771)
(2) Purchase of intangible assets (873) (3,263)
(3) Sale / disposal of fixed assets 84 17
(4) Investments in associates (118) -
(5) Purchase of current and non current investments (13,670) (73,437)
(6) Proceeds from sale of current and non current investments 4,462 84,146
(7) Profit on sale of investments 1,364 1,447
(8) Dividend on investments 544 1,970
(9) Interest received 7,226 8,768
(10) Sundry loans - Given (33,196) (15,198)
(11) Sundry loans - Repaid 34,784 13,617
(12) Fixed deposits and margin money (31) 28,488
(13) Advances and loans to subsidiaries - Given (13,167) (141,560)
(14) Advances and loans to subsidiaries - Repaid 30,897 (6,343) 221,352
Net cash from/(used in) investing activities B (6,343) 106,576
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Cash flow statement for the year ended 31 March 2013

31-Mar-13 31-Mar-12
Rs. in Lacs Rs. in Lacs
C. CASH FLOW FROM FINANCING ACTIVITIES
(1) Interest and finance cost paid (10,450) (11,994)
(2) Proceeds from borrowings 146,206 34,464
(3) Repayments of borrowings (102,143) (137,172)
(4) Debenture issue expenses (396) (231)
(5) Buy-back of shares (22,348) -
(6) Expenses on buy-back of shares (109) -
(7) Dividends paid (11,475) (9,201)
(8) Tax on distributed profits (1,869) (1,498)
Net cash from / (used in) financing activities C (2,584) (125,632)
Net increase in cash and cash equivalents (A + B + C) 10,538 (17,041)
Cash and cash equivalents as at the beginning of the year 22,004 39,045
Add: Cash and cash equivalents taken over on amalgamation - 8
Cash and cash equivalents as at the close of the year 32,542 22,004
Cash and its components:

Cash on hand 24 13
Bank balances 18,798 9,740
Cash & bank balances as per Note 18 18,822 9,753
Less: In fixed deposit account 280 249
18,542 9,504
Add: Investments in mutual funds 14,000 12,500
32,542 22,004
Notes: 1. Cash and Cash equivalents at the end of the year are after adjustments of foreign exchange loss/(gain) of Nil
(Previous Year: Rs. (3) lacs)
2 Bank balances include unclaimed dividend of Rs. 220 lacs (Previous Year: Rs. 171 lacs) which is not available for use
by the Company as they represent corresponding unpaid dividend liability.
As per our attached report of even date

Notes to financial statements for the year ended 31st March 2013
1 CORPORATE INFORMATION
United Phosphorus Limited (the Company) is a public Company domiciled in India and incorporated under the provisions of
the Companies Act, 1956. Its shares are listed on two stock exchanges in India. United Phosphorus Limited is engaged in the
business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.
2 BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in
India (Indian GAAP). The financial statements have been prepared to comply in all material respects with the accounting standards
notified by Companies (Accounting Standards) Rules, 2006, as amended, and the relevant provisions of the Companies Act,
1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting
policies have been consistently applied and are consistent with those used in the previous year.
2.1 SIGNIFICANT ACCOUNTING POLICIES:

a Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure
of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
b Tangible fixed assets:

Fixed Assets are stated at cost less accumulated depreciation and provision for impairment, if any. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.
c Intangible Assets:
Intangible assets are stated at cost less accumulated amortization.
d Depreciation:
(i) Leasehold Land:
No depreciation is provided for leasehold land since as per the lease agreements, the leases are renewable at the
option of the Company for a further period of 99 years at the end of the lease period of 99 years, without / with
marginal payment of further premium.
(ii) Other Tangible Fixed Assets:

(a) In respect of all assets at Ankleshwar Unit, Jhagadia Unit, Vapi Unit at A-2/1, GIDC, Vapi, Haldia Unit, Research
and Development assets and additions to Plant and Machinery from 1st January, 1983 of Vapi Unit on straight line
basis in accordance with Section 205(2)(b) of the Companies Act, 1956 as under:
(i) At the straight line rates specified in Schedule XIV of the Companies Act, 1956 in respect of additions to the
aforesaid Fixed Assets.
(ii) In respect of the following Plant and Machinery at the straight line rates specified below:
Membrane used in Caustic Chlorine Plant - 20%
Hot Section in the Power Plant - 33%
Gas Turbine Engine in Power Plant - 16.67%
(b) In respect of all other Fixed Assets, on written down value basis in accordance with Section 205(2)(a) of the
Companies Act, 1956 at the rates specified in Schedule XIV to the Companies Act, 1956.
(c) Assets costing Rs.5,000 or less have been depreciated at the rate of 100%.
(d) In respect of Leasehold Improvements on a straight line basis over the period of the lease.
(e) In respect of additions to /deletions from the Fixed Assets, on pro-rata basis with reference to the month of
addition/deletion of the Assets.
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2.1 SIGNIFICANT ACCOUNTING POLICIES (CONTD.):
e Impairment of tangible and intangible assets:
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and risks specific to the asset.
f Inventories:
(i) Stocks of stores and spares, packing materials and raw materials are valued at lower of cost or net realizable value and
for this purpose, cost is determined on moving weighted average basis. However, the aforesaid items are not valued
below cost if the finished products in which they are to be incorporated are expected to be sold at or above cost.
(ii) Semi-finished products, finished products and by-products are valued at lower of cost or net realizable value and for
this purpose, cost is determined on standard cost basis which approximates the actual cost. Cost of finished goods
includes excise duty, as applicable.
(iii) Traded goods are valued at lower of cost and net realizable value.
g Amortization of Intangible Assets:

(i) Expenditure incurred on product acquisitions is amortized on straight line basis over a period of fifteen years from the
month of addition, to match their expected future economic benefits.
(ii) Other intangible assets are amortized on straight line basis over a period of five years.
h Research and Development:

Research Costs are charged as an expense in the year in which they are incurred and are reflected under the appropriate
heads of account. Development expenditure is carried forward when its future recoverability can reasonably be regarded
as assured and is amortized over the period of expected future benefit.
i Investments:
Presentation and Disclosure
Investments, which are readily realizable and intended to be held for not more than one year from balance sheet date are
classified as current investments. All other investments are classified as non-current investments.
Recognition and Measurement

Investments, which are readily realizable and intended to be held for not more than one year from the date on which
such investments are made, are recognized as current investments. All other investments are recognized as long-term
investments and carried at cost of acquisition. However, the carrying amount is reduced to recognize a decline, other than
temporary, in the value of long-term investments by a charge to the statement of profit and loss. Current investments are
stated at lower of cost or fair value determined on individual investment basis.
j Sale of Trade Receivable:

The sale of insured trade receivables to banks whereby significant risks and rewards are transferred is treated as “true sale”
for both legal and financial reporting purposes and accordingly, these receivables are not reflected on the balance sheet of
the Company.
k Export Benefits:
Duty free imports of raw materials under Advance Licence for imports as per the Import and Export Policy are matched with
the exports made against the said licences and the net benefit / obligation is accounted by making suitable adjustments in
raw material consumption.
The benefit accrued under the Duty Entitlement Pass Book, Duty Drawback and other schemes as per the Import and Export
Policy in respect of exports made under the said schemes is included as `Export Incentives’ under the head `Other operating
revenue’.
l Retirement Benefits:
(i) Provident Fund is a defined contribution scheme established under a State Plan. The contributions to the scheme are
charged to the statement of profit and loss in the year when the contributions to the funds are due.
(ii) Superannuation Fund is a defined contribution scheme and contributions to the scheme are charged to the statement
of profit and loss in the year when the contributions are due. The scheme is funded with an insurance Company in
the form of a qualifying insurance policy.
(iii) The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service
gets a gratuity on post employment at 15 days salary (last drawn salary) for each completed year of service as per the
rules of the Company. The aforesaid liability is provided for on the basis of an actuarial valuation on projected unit
credit method made at the end of the financial year. The scheme is funded with an insurance Company in the form of
a qualifying insurance policy.
(iv) The Company has other long-term employee benefits in the nature of leave encashment. The liability in respect of leave
encashment is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of
the financial year. The aforesaid leave encashment is funded with an insurance Company in the form of a qualifying
insurance policy.
(v) Actuarial gains/ losses are recognized immediately to the statement of profit and loss.
m Revenue recognition:
(i) Revenue from sale of goods is recognized when the significant risks and rewards of ownership of the goods have
passed to the buyer.
(ii) Revenue from sale of Certified Emission Reduction (CER) is recognized as income on delivery thereof in terms of the
contract with the respective buyers.
(iii) Income from services are recognized as and when the services are rendered
(iv) Interest is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.
(v) Dividend is recognized when the shareholder’s right to receive payment is established by the reporting date.
n Foreign Currency Transactions:

(i) Transactions in foreign currency are recorded by applying the exchange rate at the date of the transaction. Monetary
items denominated in foreign currency remaining unsettled at the end of the year, are translated at the closing rates,
prevailing on the Balance Sheet date. Non-monetary items which are carried in terms of historical cost denominated
in a foreign currency are reported using the exchange rate at the date of the transaction. Exchange differences arising
as a result of the above are recognized as income or expense in the statement of profit and loss except for exchange
differences arising on a monetary item which, in substance, form part of the Company’s net investment in a non-
integral foreign operation which is accumulated in a Foreign Currency Translation Reserve until the disposal of the net
investment. Exchange difference arising on the settlement of monetary items at rates different from those at which
they were initially recorded during the year, or reported in previous financial statements, are recognized as income or
as expenses in the year in which they arise.
(ii) In the case of forward contracts not intended for trading or speculation purposes, the premium or discount arising
at the inception of the contract is amortized as an expense or income with reference to the spot rate as at the end of
the period over the life of the contract. Exchange difference on such contracts are recognized in the statements of
profit and loss in the year in which the exchange rate change. Any profit and loss arising on cancellation or renewal
of forward exchange contract is recognized as income or as expenses for the year.
(iii) Applicable net gain/loss on foreign currency loans given/taken together with related dertivative instruments is included
as ‘exchange difference (net)’ under the head ‘finance costs’.
o Derivative Instruments:
As per the ICAI announcement, accounting for derivative contracts, other than those covered under AS 11, are marked to
market on a portfolio basis, and the net loss is charged to the statement of profit and loss. Net gains are ignored.
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p Borrowing Costs:
Interest and other costs incurred for acquisition and construction of qualifying assets, up to the date of commissioning /
installation, are capitalized as part of the cost of the said assets.
q Assets taken on Lease:

(i) Operating Leases:
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item,
are classified as operating leases. Rentals and all other expenses in respect of assets taken on lease are debited to
statement of Profit and Loss on straight line basis over the lease term.
(ii) Finance Leases:
Assets acquired under finance leases which effectively transfer to the Company substantially all the risks and benefits
incidental to ownership of the leased item, are capitalized and a corresponding loan liability is recognized. The lease
rentals paid are bifurcated into principal and interest component by applying an implicit rate of return. The interest is
charged as a period cost and the principal amount is adjusted against the liability recognized in respect of assets taken
on financial lease.
r Earnings Per Share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.
s Segment Reporting Policies:

The Company’s operative businesses are organized and managed separately according to the nature of products, with each
segment representing a strategic business unit that offers different products and serves different markets. The analysis of
geographical segments is based on the areas in which major operating divisions of the Company operate. The Company
accounts for inter-segment sales and transfers as if the sales were to third parties at market prices.
Unallocable items includes general corporate income and expense items which are not allocated to any business segment.
Segment Policies:
The Company prepares its segment information in conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Company as a whole. Common allocable costs are allocated to each segment on
an appropriate basis.
t Cash and cash equivalents:

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
u Taxation:
Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to
the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxes reflects the impact
of current year timing differences between taxable income and accounting income for the year and reversal of timing
differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet
date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by
the same governing taxation laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty
that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations
where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if
there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.
The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying
amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be,
that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down
is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future
taxable income will be available.
MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay
normal income tax during the specified period. The Company reviews the same at each balance sheet date and writes
down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that
Company will pay normal Income Tax during the specified period.
v Provisions:
A provision is recognized when the Company has a present legal or constructive obligation as a result of past events and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Provisions are not discounted to its present value and are
determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at
each balance sheet date and adjusted to reflect the current best estimates.
3 SHARE CAPITAL
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Authorised shares
1,27,50,00,000 (Previous Year: 1,27,50,00,000) Equity Shares of Rs.2 each 25,500 25,500
1,40,00,000 (Previous Year: 1,40,00,000) Preference Shares of Rs.100 each 14,000 14,000
50,00,000 (Previous Year: 50,00,000) Preference Shares of Rs.10 each 500 500
40,000 40,000
Issued, subscribed and fully paid-up shares
44,26,04,274 (Previous Year: 46,18,04,274) Equity Shares of Rs. 2 each
8,852 9,236
fully paid-up
Total issued, subscribed and fully paid-up share capital 8,852 9,236
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
31-Mar-13 31-Mar-12
Equity shares Rs. Lacs Rs. Lacs
At the beginning of the year 4,618 9,236 4,618 9,236
Buy-back during the year (Refer note 46) 192 384 - -
Outstanding at the end of the year 4,426 8,852 4,618 9,236
(b) Terms/ rights attached to equity shares:
The Company has one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of
the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.
During the year ended 31st March, 2013, the amount of per share dividend recognised as distibutions to equity sharehorders
was Rs. 2.50 (31st March, 2012: Rs. 2.50)
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3 SHARE CAPITAL (CONTD.):
(c) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought
back during the period of five years immediately preceding the reporting date:
31-Mar-13 31-Mar-12
No. in Lacs No. in Lacs
Equity shares allotted as fully paid bonus shares by capitalization of
2,198 2,198
securities premium
Equity shares bought back by the Company. 192 -
(d) Details of shareholders holding more than 5% shares in the Company
Name of the shareholders 31-Mar-13 31-Mar-12
No. in Lacs in%the

holding No. in Lacs % holding
class in the class
Nerka Chemicals Private Limited 986 22.28 986 21.36
Uniphos Enterprises Limited 253 5.72 253 5.48
As per records of the Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
shares.
4 RESERVES AND SURPLUS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
1 Capital reserve
Balance as per last financial statements 8,531 8,528
Add: Adjustment on account of amalgamation of the subsidiary company - 3
Closing balance 8,531 8,531
2 Capital redemption reserve
Balance as per the last financial statements 3,312 3,312
3 Securities premium
Less: Adjustment on account of buy-back of equity shares (Refer note 46) 21,964 -
Less: Expenses on buy-back of equity shares (Refer note 46) 109 -
Less: Expenses incurred on issue of Debentures (net of tax) 268 156
4 Debenture redemption reserve
Add: Amount transferred from surplus balance in the statement of profit and loss 4,763 4,359
Less: Amount transferred to surplus balance in the statement of profit and loss 3,375 4,250
4 RESERVES AND SURPLUS (CONTD.)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
5 General reserve
Add: Adjustment on account of amalgamation of the subsidiary company - 109,313
6 Foreign Currency Translation Reserve:

Balance as per the last financial statements - (6,348)
Add: Exchange difference in respect of non-integral foreign operation - 6,348
Closing balance - -
7 Surplus in the statement of profit and loss

Add: Profit for the year 20,813 22,704
Add: Debenture redemption reserve written back 3,375 4,250
Less: Appropriations
Interim Dividend on Equity Shares - 9,236
Final Dividend on Equity Shares [net of excess provision of earlier year: Rs.21 lacs
11,044 2,309
(Previous Year: Nil)]
Tax on equity dividend [net of excess provision of earlier year: Rs. 4 lacs (Previous
1,877 1,873
Year: Nil)]
Transfer to debenture redemption reserve 4,763 4,359
Transfer to general reserve 2,500 3,000
Total appropriations 20,184 20,777
Net surplus in the statement of profit and loss 13,851 9,847
Total reserves and surplus 326,917 341,366
5 LONG-TERM BORROWINGS
Non-current portion Current maturities
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Debentures
Unsecured Redeemable Non-convertible Debentures: 140,000 110,000 - 13,500
(Refer Note a below)
Term loans
From Other Financial Institutions
External Commercial Borrowing from a Multilateral Finance
- - - 712
Corporation (Secured) (Refer Note b below)
140,000 110,000 - 14,212
The above amount includes
Secured borrowings - - - 712
Unsecured borrowings 140,000 110,000 - 13,500
Amount disclosed under the head “other current liabilities” (note 9) - (14,212)
Net amount 140,000 110,000 - -
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5 LONG-TERM BORROWINGS (CONTD.)
Notes
a) Unsecured Redeemable Non-Convertible Debentures
(i) NCDs amounting to Rs. 30,000 lacs (Previous Year: Rs. Nil) are redeemable at par at the end of 10th year
(Rs. 15,000 lacs) i.e June, 2022 and at the end of 7th year (Rs. 15,000 Lacs) i.e June, 2019 from the date of
allotment.
(ii) NCDs amounting to Rs. 25,000 lacs (Previous Year: Rs 25,000 lacs) are redeemable at par at the end of 15th year
i.e July 2026 from the date of allotment . The NCDs carry a call option at the end of 10th year from the date of
allotment.
(iii) NCDs aggregating to Rs. 30,000 lacs (Previous Year: Rs 30,000 lacs) are redeemable at par at the end of 12th
year (Rs. 7,500 lacs), 11th year (Rs. 7,500 lacs), 9th year (Rs. 7,500 lacs) and 8th year (Rs. 7,500 lacs) i.e. October
2022, October, 2021, October 2019 and October 2018 respectively from the date of allotment.
(iv) NCDs aggregating to Rs. 30,000 lacs (Previous Year: Rs. 30,000 lacs) are redeemable at par at the end of 10th
year (Rs. 15,000 lacs) i.e. April 2020 and at the end of 7th year (Rs. 15,000 lacs) i.e. April 2017 from the date
of allotment. The NCDs carry a call option at the end of 6th year i.e. April 2016 and 5th year i.e. April 2015
respectively from the date of allotment.
(v) NCDs amounting to Rs. 25,000 lacs (Previous Year: Rs 25,000 lacs) are redeemable at par at the end of 5th year
i.e January, 2015 from the date of allotment .
(vi) NCDs amounting to Rs. Nil (Previous Year: Rs 13,500 lacs) were redeemed at par at the end of 3.5 year (Rs.
10,500 lacs) i.e. February, 2013 and 3 years (Rs. 3,000 lacs) i.e. August, 2012 from the date of allotment.
(vii) NCDs mentioned above carry a coupon rate ranging from 9.50% to 10.70%.
b External Commercial Borrowing from a Multilateral Financial Institution amounting to Rs. Nil (Previous Year: Rs 712 lacs)
was secured by pari-passu first charge by way of hypothecation of specific movable assets, present and future, situated at
Jhagadia Unit of the Company and carried Interest rate at Libor plus 210 basis points.
6 OTHER LONG-TERM LIABILITIES

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Provision for mark to market losses on derivatives (net) 20,981 13,600
20,981 13,600
7 PROVISIONS
SHORT-TERM
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Provision for employee benefits
Provision for leave benefits (net) 2,755 2,097
Provision for gratuity (net) 167 1
2,922 2,098
Other provisions
Interim equity dividend - 9,236
Proposed final equity dividend 11,065 2,309
Provision for tax on equity dividend 1,881 1,873
12,946 13,418
15,868 15,516
8 SHORT-TERM BORROWINGS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
(a) On cash credit, packing credit and working capital demand loan accounts from
banks
(i) Secured (Refer note a and b below) 5,342 26
(ii) Unsecured (Refer note a below) 19,128 25,860
(b) Buyers credit from banks (Unsecured)
(Refer Note c below) 38,841 9,093
(c) Loans from related parties (Unsecured)
(Refer Note d below and Note 34) - 179
(d) Loans from others (Unsecured)
(Refer Note d below) 500 -
63,811 35,158
Secured borrowings 5,342 26
Unsecured borrowings 58,469 35,132
Note
a. Outstanding loans carry an interest rate of Base Rate/Libor plus margin ranging from 70 bps to 400 bps
b. Outstanding loan is secured by hypothecation of inventories, bills receivables, book debts and all movables assets of the
Company both present and future, wherever situated.
c. Short term buyers credit are unsecured and the outstanding loan carry an interest rate ranging from Libor plus 60 bps to
120 bps.
d. Unsecured short term demand loan carrying an interest rate of 12.50% p.a.
9 OTHER CURRENT LIABILITIES

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Current maturities of long-term borrowings (Refer note 5) - 14,212
Interest accrued but not due on borrowings 10,578 9,442
Investor Education and Protection Fund will be credited by following amounts (as and
when due):
Unpaid dividend 220 171
Other Payable
Advance against orders 5,041 4,795
Trade Deposits 2,402 1,339
Capital goods creditors 775 592
Statutory liabilities 1,026 640
Others 153 201
20,195 31,392
Overview
10 TANGIBLE ASSETS Rs. Lacs

Strategy
and review
GROSS BLOCK DEPRECIATION NET BLOCK

CEO’s
SR. DESCRIPTION OF
Global
As at Additions Deductions As at As at Provided Deductions As at As at As at

statement
NO ASSETS
1.04.2012 during during 31.03.2013 1.04.2012 during during 31.03.2013 31.03.2013 31.03.2012
(1.04.2011) the year the year (31.03.2012) (1.04.2011) the year the year (31.03.2012) (31.03.2012) (31.03.2011)
1 Land - Freehold. 9,226 - - 9,226 - - - - 9,226 9,226

strength
Corporate
(9,226) (-) (-) (9,226) (-) (-) (-) (-) (9,226) (9,226)
2 Land - Leasehold 5,103 54 - 5,157 - - - - 5,157 5,103

MDA
(2,686) (2,417) (-) (5,103) (-) (-) (-) (-) (5,103) (2,686)
3 Leasehold Improvement Asset 2,466 1 - 2,467 1,791 523 - 2,314 153 675
focus
Area of
(2,189) (277) (-) (2,466) (1,280) (511) (-) (1,791) (675) (909)
4 Building 8,237 1,135 16 9,356 2,033 256 9 2,280 7,076 6,204

Risk
(8,025) (256) (44) (8,237) (1,815) (226) (8) (2,033) (6,204) (6,210)
mitigation
5 Plant & Machinery 124,581 10,624 2,623 132,582 67,553 8,630 2,051 74,132 58,450 57,028
(120,871) (6,778) (3,068) (124,581) (61,459) (8,257) (2,163) (67,553) (57,028) (59,412)
Notice
6 Laboratory Equipments 353 37 2 388 89 18 1 106 282 264

(254) (100) (1) (353) (74) (15) (-) (89) (264) (180)
7 Office Equipments 2,386 185 46 2,525 1,821 158 42 1,937 588 565
Secretarial
(2,210) (192) (16) (2,386) (1,694) (137) (10) (1,821) (565) (516)
8 Furniture,Fixture & Equipments 2,873 281 22 3,132 1,400 268 18 1,650 1,482 1,473
(2,498) (375) (-) (2,873) (1,147) (253) (-) (1,400) (1,473) (1,351)
Financials
9 Vehicles 1,522 693 159 2,056 1,023 207 148 1,082 974 499
(1,447) (143) (68) (1,522) (958) (126) (61) (1,023) (499) (489)
Total 2012-13 156,747 13,010 2,868 166,889 75,710 10,060 2,269 83,501 83,388 81,037
Total 2011-12 (149,406) (10,538) (3,197) (156,747) (68,427) (9,525) (2,242) (75,710) (81,037) (80,979)
Note:
Figures in brackets represents amounts pertaining to previous years.
93
94
11 INTANGIBLE ASSETS Rs. Lacs

GROSS BLOCK AMORTISATION NET BLOCK

SR. DESCRIPTION OF As at Additions Additions Deductions As at As at Accumulated Provided As at As at As at

NO ASSETS 1.04.2012 on account during during 31.03.2013 1.04.2012 amortisation during 31.03.2013 31.03.2013 31.03.2012
(1.04.2011) of Merger the year the year (31.03.2012) (1.04.2011) transferred the year (31.03.2012) (31.03.2012) (31.03.2011)
on account
of Merger
1 Data Access Fees 9,438 - - - 9,438 8,777 - 498 9,275 163 661
(9,438) (-) (-) (-) (9,438) (8,104) (-) (673) (8,777) (661) (1,334)
2 Task Force Expenses 810 - - - 810 808 - 2 810 - 2
(810) (-) (-) (-) (810) (808) (-) (-) (808) (2) (2)
3 Product Registrations 7,140 - 448 - 7,588 2,923 - 1,201 4,124 3,464 4,217
(4,020) (-) (3,120) (-) (7,140) (1,962) (-) (961) (2,923) (4,217) (2,058)
4 Product Acqusitions 58,542 - - - 58,542 7,149 - 3,902 11,051 47,491 51,393
(11,664) (46,878) (-) (-) (58,542) (2,410) (1,617) (3,122) (7,149) (51,393) (9,254)
5 Software 500 - 425 - 925 268 - 113 381 544 232
(357) (-) (143) (-) (500) (200) (-) (68) (268) (232) (157)
Total (2012-13) 76,430 - 873 - 77,303 19,925 - 5,716 25,641 51,662 56,505
Total (2011-12) (26,289) (46,878) (3,263) (-) (76,430) (13,484) (1,617) (4,824) (19,925) (56,505) (12,805)
Notes:
a Certain intangible assets which are required to be held outside India and where the Company is the beneficial owner of the said intangible assets, are held in the name
of overseas subsidiary companies.
b Figures in brackets represent amounts pertaining to previous year.
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12 NON-CURRENT INVESTMENTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
NON CURRENT INVESTMENTS (Valued at cost unless stated otherwise):
A. Trade Investment:
I. Investments in Equity Instruments:
(i) Investment in Subsidiaries (Unquoted)
(a) 8,36,000 (Previous Year: 8,36,000) Ordinary Shares of US $ 100 each fully paid-up in Bio-Win 36,438 36,438
Corporation Limited
(b) 50,007 (Previous Year: 50,007) Equity Shares of Rs. 10 each fully paid-up in Shroffs United 5 5
Chemicals Limited
(c) 10,00,007 (Previous Year: 10,00,007) Equity Shares of Rs. 10 each fully paid-up in SWAL 1,691 1,691
Corporation Limited
38,134 38,134
(ii) Investment in Associates
(a) 84,00,000 (Previous Year: 84,00,000) Equity Shares of Rs.10 each fully paid-up in Advanta 23,649 23,649
India Limited (Quoted)
(b) 9,21,000 (Previous Year: 9,21,000) Equity Shares of Rs 10 each fully paid-up in Chemisynth 421 421
(Vapi) Limited (Unquoted)
24,070 24,070
(iii) Investment in Joint Ventures (Unquoted)
1,627 (Previous Year: 1,627) Equity Shares of Tk.1,000 each fully paid-up in United Phosphorus 4 4
(Bangladesh) Limited
(iv) Investment in Others (Unquoted)
(a) 57 (Previous Year: 57) Ordinary Shares of 1 Rand each fully paid-up in Cropserve (PTY) Limited 289 289
(b 34,13,388 (Previous Year: 34,13,388) Equity Shares of Rs.10 each fully paid-up in Narmada 341 341
Clean Tech Limited
630 630
Total I 62,838 62,838
II. Investments in Preference Shares (Unquoted)
Investment in Subsidiary
7,02,000 (Previous Year: 7,02,000) 4% Non-Cumulative Non-Convertible Preference Shares of 702 702
Rs.100 each fully paid-up in SWAL Corporation Limited.
Total II 702 702
Total A (I + II) 63,540 63,540
B. Other Investment:
(I) Investments in Equity Instruments:
(i) Investment in Subsidiary Company (Unquoted)
2,40,000 (Previous Year: 2,40,000) Equity shares of Rs. 10 each fully paid-up in UPL Investment 186 186
Private Limited
(ii) Investment in Associates (Unquoted)

(a) 10,00,000 (Previous Year: 10,00,000) Equity Shares of Rs.10 each fully paid-up in Agrinet 315 315
Solutions Limited
(b) 33,50,000 (Previous Year: 26,00,000) Equity Shares of Rs.10 each fully paid-up in Kerala 335 260
Enviro Infrastructure Limited
650 575
(iii) Investment in Others
Quoted
(a) 28,100 (Previous Year: 28,100) Equity Shares of Rs.10 each fully paid-up in Gujarat State 6 6
Financial Corporation
(b) 50,000 (Previous Year: 50,000) Equity Shares of Rs. 10 each fully paid-up in Nivi Trading 6 6
Limited
(c) 41,150 (Previous Year: 41,150) Equity Shares of Rs.10 each fully paid-up in Transpek 68 68
Industry Limited
(d) 5,307 (Previous Year: 5,307) Equity Shares of Rs.10 each fully paid-up in IDFC Limited 2 2
(e) 3,598 (Previous Year: 3,598) Equity Shares of Rs.10 each fully paid-up in Bank of Baroda 8 8
Limited
90 90
Unquoted
(a) 10,000 (Previous Year: 10,000) Equity Shares of Rs.10 each fully paid-up in Janakalyan 1 1
Sahakari Bank Limited
(b) 10,00,000 (Previous Year: 10,00,000) Equity Shares of Rs.10 each fully paid-up in Uniphos 50 50
International Limited
(c) 45,000 (Previous Year: 45,000) Equity Shares of Rs.10 each fully paid-up in Bloom Packaging 185 185
Private Limited
(d) 19,025 (Previous Year: 19,025) Equity Shares of Rs.10 each fully paid-up in Bench Bio Private 448 448
Limited
684 684
Total (iii) 774 774
Total I 1,610 1,535
(II) Investments in Government or trust securities (Unquoted)
(a) Indira Vikas Patra [Face Value:Current Year: Rs. 0.06 lac. (Previous Year Rs. 0.06 lac)]. - -
Deposited with Government Authorities.
(b) National Saving Certificates [Face Value:Current Year: Rs. 0.06 lac. (Previous Year Rs. 0.06 - -
lac)]. Deposited with Government Authorities.
Total II - -
31-Mar-13 31-Mar-12
12 NON-CURRENT INVESTMENTS (CONTD.) Rs. Lacs Rs. Lacs
(III) Investments in debentures or bonds (Unquoted)
(i) In Subsidiary Company
1,500 (Previous Year: Nil) Compulsorily Convertible Bonds of Rs.1,00,000 each in UPL 1,500 -
Investment Private Limited
(ii) In Others
1,855 (Previous Year: 1,855) Compulsorily Convertible Bonds of Rs.1,00,000 each in 1,855 1,855
Tatva Global Environment Limited
Total III 3,355 1,855
(IV) Investment in Limited Liability Parternship (LLP);
(a) UPL(India) LLP - Capital Contribution in LLP 9 9
(b) UPL(Global) LLP - Capital Contribution in LLP 10 10
Total IV 19 19
Total B (I + II + III + IV) 4,984 3,409
Total A + B 68,524 66,949
Less: Provision for diminution in value of Investments 1,418 1,237

Total Non-Current Investment 67,106 65,712
Notes
(i) Aggregate amount of quoted investments (Market value:Rs. 85,929 Lacs (31 March 2012: 23,739 23,739
Rs. 37,145 Lacs))
(ii) Aggregate amount of unquoted investments 44,785 43,210
(iii) Aggregate provision for diminution in value of investments 1,418 1,237
13 DEFERRED TAX LIABILITY (NET)

Deferred tax liability
Fixed assets: Impact of difference between tax depreciation and depreciation/ amortization charged
12,611 10,677
for the financial reporting
Gross deferred tax liability 12,611 10,677
Deferred tax asset

Provision for doubtful debts and advances 2494 1,682
Others 1,027 717
Gross deferred tax asset 3,521 2,399
Net deferred tax liability 9,090 8,278
14 LOANS AND ADVANCES

Non-current Current
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Advances and loans to subsidiaries
Unsecured, considered good (Refer note 34) 89,215 81,081 51,642 69,897
A 89,215 81,081 51,642 69,897
Capital advances
Unsecured, considered good 3,010 2,170 - -
B 3,010 2,170 - -
Sundry deposit
Unsecured, considered good 3,290 3,268 2,824 600
Doubtful 137 133 - -
3,427 3,401 2,824 600
Provision for doubtful sundry deposit (137) (133) - -
C 3,290 3,268 2,824 600
Advances recoverable in cash or kind

Unsecured considered good 6,692 6,147 10,780 4,979
Doubtful 612 511 290 262
7,304 6,658 11,070 5,241
Provision for doubtful advances (612) (511) (290) (262)
D 6,692 6,147 10,780 4,979
Other loans and advances (Unsecured)

Advance income-tax/wealth tax (net of provision for taxation) 3,846 3,352 - -
Bond Application Money - 1,500 - -
Minimum alternative tax credit entitlement 5,337 6,913 - -
Prepaid expenses - 975 657
Loans to employees 142 165 176 243
Deposits with the Collectorate of Central Excise and Customs - - 4,902 3,904
E 9,325 11,930 6,053 4,804
Sundry Loans
Unsecured, considered good - 141 - 1,588
Doubtful 217 76 - -
217 217 - 1,588
Provision for doubtful (217) (76) -
F - 141 - 1,588
Total (A+B+C+D+E+F) 111,532 104,737 71,299 81,868

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14 LOANS AND ADVANCES (CONTD.)
Non-current Current
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Loans and advances due by directors or other officers of the Company.

Sundry deposits
Dues from directors 23 23 - -
15 TRADE RECEIVABLES AND OTHER ASSETS

31-Mar-13 31-Mar-12
15.1 Trade receivables: Rs. Lacs Rs. Lacs
Unsecured, considered good unless stated otherwise
Outstanding for a period exceeding six months from the date they are due for payment
Unsecured, considered good 1,862 3,748
Doubtful 5,877 3,996
7,739 7,744
Provision for doubtful receivables (5,877) (3,996)
1,862 3,748
Other receivables
Unsecured, considered good 178,889 135,251
Total 180,751 138,999
15.2 Other Assets: Non-current Current

31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Export Benefits Receivable - - 5,381 5,683
A - - 5,381 5,683
Interest Receivable
Considered Good - - 2,412 2,316

Considered Doubtful - - 5 5
2,417 2,321
Less: Provision - - (5) (5)
B - - 2,412 2,316
Others
Considered Good - - 269 935
Considered Doubtful 201 201 - -
201 201 269 935
Less: Provision ( 201) (201) - -
C - - 269 935
Total Other Current Assets (A+B+C) - - 8,062 8,934
16 CURRENT INVESTMENTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Current investments (value at lower of cost and fair values unless stated otherwise)
Investments in debentures: (Quoted)
Investment in Associates
950 (Previous Year: Nil) Non-Convertible Debentures of Rs.10,00,000 each in Advanta India Limited 9,299 -
Investments in Mutual Funds: (Unquoted)

(a) 2,10,685 (Previous year: 1,54,92,923) units of Reliance Liquidity Fund - Growth 6,000 2,500
option of Rs. 1,000 each (Previous year: Rs. 10 each)
(Net Assets Value: Rs. 6,020 Lacs (Previous Year: Rs. 2,503 Lacs)
(b) 10,65,534 (Previous year: 43,71,949) units of Birla Sun Life Cash Plus Institutional Premium - 2,000 7,500
Growth of Rs.100 each.
(Net Assets Value: Rs. 2002 Lacs (Previous Year: Rs 7,509 Lacs)
(c) 1,62,885 (Previous year: 1,48,450) units of SBI Premier Liquid Fund Super I. P. Growth of Rs. 3,000 2,500
1000 each.
(Net Assets Value: Rs. 3,003 Lacs (Previous Year: Rs 2,504 Lacs)
(d) 17,31,312 (Previous Year: Nil) Units of ICICI Prudential Liquid - Regular Plan - Growth of Rs. 3,000 -
100 each
[Net Asset Value: Rs. 3,003 Lacs (Previous Year: Rs. Nil)]
Total Current Investments 23,299 12,500
Aggregate amount of unquoted investments 14,000 12,500
17 INVENTORIES (VALUED AT LOWER OF COST AND NET REALIZABLE VALUE)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Raw materials and components [includes goods in transit: Rs. 25 Lacs (Previous year:
18,666 15,838
Rs. 879 Lacs)]
Packing material [includes goods in transit: Nil (Previous year: Rs. 39 Lacs)] 2,164 1,875
Semi-finished goods 8,925 6,533
Finished goods 28,709 25,119
Traded goods [includes goods-in-transit: Nil (Previous year: Rs. 31 Lacs)] 871 3,236
Stores and spares (including fuel) 1,607 1,559
By-products 1,112 843
Total Inventories 62,054 55,003
18 CASH AND BANK BALANCES

Current
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Cash and cash equivalents
Balances with banks:
– On current accounts 18,298 9,263
– On unpaid dividend account 220 171
Foreign currency accounts - 57
Cash on hand 24 13
18,542 9,504
Other bank balances
– Margin money deposit * 280 249
280 249
Total 18,822 9,753
* Margin money deposits given as security against Bank Guarantee

19 REVENUE FROM OPERATIONS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Revenue from operations
Sale of products
(Including sale of raw materials Rs. 25,579 lacs (Previous year: Rs. 13,110 lacs)" 400,585 336,917
Sales of services
Job-work income 1,085 846
Management service fees 517 440
Others 98 92
1,700 1,378
Other operating revenue
Export incentives 5,926 4,975
Refund of excise duty 3,589 3,445
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19 REVENUE FROM OPERATIONS (CONTD.)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Excess provisions in respect of earlier years written back (net) 533 764
Discount received 271 165
Miscellaneous receipts 998 512
11,317 9,861
Revenue from operations (gross) 413,602 348,156
Detail of products sold
Finished goods sold

Speciality Chemicals 278 188
Chloro-Alkaline Products 11,614 11,479
Industrial Chemicals 13,684 10,375
Pesticides 274,588 248,075
Pesticides Intermediates 11,136 10,868
Hybrid Seeds 14,996 -
Others 2,166 2,020
328,462 283,005
Traded goods sold
Pesticides 46,169 29,238
Industrial Chemicals 48 294
Hybrid Seeds 107 10,995
Others 220 275
46,544 40,802
Raw material sales 25,579 13,110
400,585 336,917
20 OTHER INCOME
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Interest income on
Bank deposits 219 1,763
Others 7,103 7,538
Dividend income on
Long-term investments in Subsidiary 544 1,970
Net gain on sale of current investments 1,455 656
Rent received 186 177
Exchange difference (net) 2,939 2,281
Sundry credit balances written back (net) 711 -
Miscellaneous receipts 275 -
13,432 14,385
21 COST OF RAW MATERIAL CONSUMED
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Inventory at the beginning of the year 15,838 14,169
Add: Purchases 186,667 157,458
202,505 171,627
Less: inventory at the end of the year 18,666 15,838
Cost of raw material consumed 183,839 155,789
[Including cost of raw material sold: Rs. 22,559 lacs (Previous year Rs: 12,288 lacs)]
Details of raw material consumed

Pesticides Intermediates 59,067 52,345
Inorganic Chemicals 37,168 32,622
Solvents 12,823 13,136
Phosphorus & Compounds 12,904 10,607
Organic Chemicals 11,675 10,308
Technical Pesticides 14,154 9,439
Others 13,489 15,044
161,280 143,501
Raw material sales 22,559 12,288
183,839 155,789
Details of raw material inventory

Pesticide Intermediates 8,475 8,722
Phosphorus & Compounds 476 1,211
Inorganic Chemicals 1,890 1,202
Solvents 1,636 953
Technical Pesticides 2,971 997
Organic Chemicals 917 658
Others 2,301 2,095
18,666 15,838
22 (INCREASE)/ DECREASE IN INVENTORIES

Increase/
31-Mar-13 31-Mar-12 decrease
Rs. Lacs Rs. Lacs Rs. Lacs
Inventories at the end of the year 31-Mar-13
Finished goods 28,709 25,119 (3,590)
By-products 1,112 843 (269)
Semi-finished goods 8,925 6,533 (2,392)
Traded goods 871 3,236 2,365
39,617 35,731 (3,886)
Inventories at the beginning of the year 31-Mar-12

Finished goods 25,119 15,332 (9,787)
By-products 843 800 (43)
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22 (INCREASE)/ DECREASE IN INVENTORIES (CONTD.)
Increase/
31-Mar-13 31-Mar-12 decrease
Rs. Lacs Rs. Lacs Rs. Lacs
Semi-finished goods 6,533 6,500 (33)
Traded goods 3,236 415 (2,821)
35,731 23,047 (12,684)
(3,886) (12,684)
Less: Excise duty on stocks 66 999
(3,820) (11,685)
Details of purchase of traded goods

Industrial chemicals 108 234
Hybrid seeds 4 12,407
34,721 34,231
Details of inventory
Traded goods
Pesticides 442 492
Hybrid Seeds 415 2,724
871 3,236
Finished goods
Hybrid Seeds 5,187 5,057
Others 370 296
28,709 25,119
Semi-finished goods
Agro chemicals 7,574 4,256
Industrial chemicals 668 1,307
Hybrid Seeds 683 970
8,925 6,533
By - products
Agro chemicals 834 603
1,112 843
23 EMPLOYEE BENEFITS EXPENSE

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Salaries, wages and bonus 19,437 14,556
Contribution to provident and other funds 1,300 1,085
Retirement Benefits (Refer note 28) 1,073 1,073
Staff welfare expenses 1,936 1,751
23,746 18,465
24 OTHER EXPENSES
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Consumption of stores and spares 2,903 2,745
Sub-contracting expenses 10,115 5,977
Power and fuel 30,746 22,707
Rent 3,740 2,457
Rates and taxes 1,059 999
Insurance 1,014 1,012
Repairs and maintenance
- Plant and machinery 1,892 1,381
- Buildings 274 261
- Others 1,049 763
Advertising and sales promotion 2,348 2,049
Sales commission 7,317 5,251
Travelling and conveyance 5,046 4,442
Charity & donations 1,632 1,138
Effluent disposal charges 3,502 3,134
Legal and professional fees 2,588 2,008
Directors’ sitting fees 7 7
Payment to auditor (Refer details below) 122 111
Provision for diminution in value of investment 181 164
Containers & packing materials consumed 14,877 14,602
Transport charges 11,957 10,830
Bad debts / advances written off 644 3
Loss on sale of assets 8 32
Sundry debit balances write off (net) - 110
Provision for doubtful debts and advances (net) 2,155 932
Other expenses 7,110 3,539
112,793 87,667
Payment to auditor
As auditor:
Audit fee 107 102
Others 2 4
Other services (certification fees) 10 3
Reimbursement of expenses 3 2
122 111
Note: Audit Fees includes fees for auditing consolidated financial statements amounting to Rs. 25 lacs (Previous Year: Rs.20 lacs)
and Rs. 22 lacs (Previous Year: Rs. 17 lacs) for quarterly limited reviews.
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25 DEPRECIATION AND AMORTIZATION EXPENSE
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Depreciation of tangible assets 10,060 9,525
Amortization of intangible assets 5,716 4,824
15,776 14,349
26 FINANCE COSTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Interest
On Debentures 13,210 12,521
On Term Loans 5 1,593
On Cash Credit and Working Capital Demand Loan Accounts 1,022 1,045
On Fixed Loans 87 1,442
Other Interest 681 869
Cash Discount 1,486 1,190
Exchange Difference (Net) (6,486) (3,016)
Other Financial Charges 594 793
10,599 16,437
27 EARNING PER SHARE

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Basic and diluted earning per share:
Profit after taxation as per statement of profit and loss (A) 20,813 22,704
Weighted number of equity shares outstanding (B) 452,349,911 461,804,274
Basic and diluted earning per share (in Rupees) (A)/(B) 4.60 4.92
Nominal value of equity share (in Rupees) 2.00 2.00
28 RETIREMENT BENEFITS:
Gratuity benefit is payable to employees on retirement or resignation or death. The amount of gratuity payable is based on the
past service and salary at the time of exit as per payment of Gratuity Act, 1972. There is a vesting period of five years on the
benefit.
Disclosure as required by Accounting Standard (AS) - 15 (Revised 2005) “Employee Benefits” notified by the Companies
(Accounting Standards) Rules, 2006 as amended are given below:
28 RETIREMENT BENEFITS (CONTD.)
a) The amounts recognised in the statement of Profit and Loss are as follows:
i) Defined Benefit Plan Gratuity

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Current service cost 241 187
Interest cost on benefit obligation 143 122
Expected return on plan assets (168) (192)
Net actuarial (gain)/loss recognised during the year 65 96
Amount included under the head Employee Benefit Expense in Note 23 281 213
Actual return on plan assets 192 165
ii) Defined Contribution Plan Provident Fund

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Current service cost included under the head Employee Benefit Expense in Note 23 746 612
iii) Defined Contribution Plan Superannuation Fund

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Current service cost included under the head Employee Benefit Expense in Note 23 516 425
b) The amounts recognised in the Balance Sheet are as follows: Defined Benefit Plan - Gratuity
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Present value of funded obligation 2,126 1,768
Less: Fair value of plan assets 1,959 1,767
Net Liability is included in Note 7 - Provisions 167 1
c) Changes in the present value of the defined benefit obligation representing

Gratuity
reconciliation of opening and closing balance thereof are as follows:
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Opening defined benefit obligation 1,768 1,435
Interest cost 143 122
Current service cost 241 187
Liability transferred in - 60
Benefits paid (115) (105)
Actuarial (gains)/loss on obligation 89 69
Closing defined benefit obligation 2,126 1,768
d) Changes in the fair value of plan assets are as follows: Gratuity

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Opening fair value of plan assets 1,767 1,602
Expected return 168 192
Actuarial Gain/(Loss) on plan assets 24 (27)
Closing fair value of plan assets 1,959 1,767
e) Expected contribution to defined benefit plan for the year 2013 - 14 167 100
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28 RETIREMENT BENEFITS (CONTD.)
f) The major categories of plan assets as a percentage of the fair value of total plan assets Gratuity
are as follows:
31-Mar-13 31-Mar-12
% %
Investments with insurer under:
(a) Funds Managed by Insurer 100 100
g) The principal actuarial assumptions at the Balance Sheet date. 31-Mar-13 31-Mar-12
Discount rate 8.10% 8.50%

Expected rate of return on plan assets 9.50% 8.00%
Indian Assured LIC (1994 - 96)
Mortality Rate Lives Mortality published table of
(2006-08) Ult. Mortality Rates
Proportion of employees opting for early retirement 5% at younger 5% at younger
ages and ages and
reducing to 1% reducing to 1%
at old age on at old age on
graduated scale graduated scale
The estimates of future salary increases, considered in actuarial valuation, takes
account of inflation, seniority, promotion and other relevant factors such as supply and
demand in the employment market.
h). Experience Adjustment 31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Experience adjustments on plan liabilities (Gain)/Loss 15 67
Experience adjustments on plan Assets (Gain)/Loss 24 (27)
Amounts for the current and previous four periods are as follows:
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs
Gratuity
Defined benefit obligation 2,126 1,768 1,435 1,098 1,081
Plan assets 1,959 1,767 1,602 1,402 903
Surplus / (deficit) (167) (1) 167 304 (178)
Experience adjustments on plan liabilities 15 67 (138) (143) NA
29 CAPITALIZATION OF EXPENDITURE
During the year, the Company has capitalized the following expenses of revenue nature to the cost of fixed asset/ capital work-
in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Employee cost & other expenses 133 103
Finance costs 1,138 482
1,271 585
30 DETAILS OF DONATIONS TO POLITICAL PARTIES

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Bhartiya Janata Party 10 22
31 INTEREST IN A JOINT VENTURE
The Company has 50% ownership interest in United Phosphorus (Bangladesh) Limited, a jointly controlled entity incorporated
in Bangladesh. The proportionate interest of the Company in the said entity as per the latest available audited Balance Sheet as
at 31st March, 2012 is as under:
31-Mar-12 31-Mar-11
Rs. Lacs Rs. Lacs
Assets 318 329
Liabilities 180 213
Income 252 260
Expenses 245 255
32
A Scheme of Arrangement between the Company and SWAL Corporation Ltd. and their respective Shareholders under Sections
391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the Appointed Date of 1st April
2007, was sanctioned by the Hon’ble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat on
16th April 2008 and became effective from 30th April 2008.
As per the said scheme, reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 was sanctioned and
accordingly the debit balance aggregating to Rs. 56,212 lacs in respect of Product Registrations and Product Acquisitions
appearing as on 31st March 2007, has been debited to the Securities Premium Account and the General Reserve after adjusting
for Deferred Tax arising on account of these assets amounting to Rs. 2,525 lacs on that date.
As per the ICAI announcement, expense adjusted directly to reserve is net of its tax effect. As per the Court order and legal advice
obtained, the Company has taken a consistent view that the tax benefit available is not to be adjusted in respect of amortization
of the product registrations and product acquisitions adjusted to the Reserves. The difference in provision for taxation for the
year due to this is Rs. 939 lacs (Previous Year: Rs 1,252 lacs) though overall, there is no impact on the aggregate of Reserves and
Surplus of the Company.
33 SEGMENT INFORMATION
1. Information about Primary Business Segments (Rs. in lacs)
31-Mar-13 31-Mar-12
PARTICULARS Agro Non Agro Unallocated Total Agro Non Agro Unallocated Total
Activity Activity Activity Activity
Revenue
External 351,987 41,319 638 393,944 295,876 34,373 1,315 331,564
Inter segment (21,638) 21,638 - - (31,445) 31,445 - -
Total revenue 330,349 62,957 638 393,944 264,431 65,818 1,315 331,564
Segment Results - -
Contribution 52,264 2,576 - 54,840 48,011 5,118 - 53,129
Add: Inter segment profit (3,713) 3,713 - - (5,852) 5,852 - -
Total segment results 48,551 6,289 - 54,840 42,159 10,970 - 53,129
Unallocated expenses net of - - - 14,519 - - - 5,996
unallocated income
Interest - - - 10,599 - - - 16,437
Profit before taxation - - - 29,722 - - - 30,696
Provision for taxation :
Current - - - 7,930 - - - 6,199
Mat credit entitlement - - - - - - - (192)
Deferred - - - 940 - - - 2,046
Tax effect of earlier years - - - 39 - - - (61)
Net profit after tax - - - 20,813 - - - 22,704
Other information
Segment assets 353,604 34,332 313,654 701,590 291,881 36,787 297,744 626,412
Segment liabilities 96,003 2,132 267,686 365,821 63,207 2,669 209,934 275,810
Capital expenditure 22,749 1,592 2,633 26,974 18,289 957 3,779 23,025
Depreciation 5,454 3,567 1,039 10,060 5,070 3,534 921 9,525
Amortisation 5,623 - 93 5,716 4,759 - 65 4,824
Non cash expenses other 2,982 245 259 3,487 1,647 321 327 2,295
than depreciation
107
Global
33 SEGMENT INFORMATION (CONTD.)
2. Information about Secondary Business Segments (Rs. in lacs)
Current Year Previous Year
India Outside Total India Outside Total

India India
Revenue by Geographical Market 173,627 220,317 393,944 161,148 170,416 331,564
External
Carrying amount of Segment Assets 556,245 145,345 701,590 522,502 103,910 626,412
Additions to Fixed Assets (including Intagible assets) 13,883 - 13,883 13,801 - 13,801
3. Notes
(1) The business of the Company is divided into two business segments. These segments are the basis for management
control and hence form the basis for reporting. The business of each segment comprises of:
a) Agro activity – This is the main area of the Company’s operation and includes the manufacture and marketing
of conventional agrochemical products, seeds and other agricultural related products.
b) Non-agro activity – Non agro activities includes manufacture and marketing of industrial chemical and other
non agricultural related products.
(2) Segment Revenue in the above segments includes sales of products net of taxes.
(3) Inter Segment Revenue is taken as comparable third party average selling price for the year.
(4) Segment Revenue in the geographical segments considered for disclosure are as follows:
a) Revenue within India includes sales to customers located within India.
b) Revenue outside India includes sales to customers located outside India.
(5) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the
segments and amounts allocated on a reasonable basis.
(6) During the year, there has been a reorganization of business segments. Figures for the year ended March 31,
2012 have been regrouped to make them comparable.
34
Related party disclosure as required by Accounting Standard (AS) - 18 “Related Party Disclosures” notified by the Companies
(Accounting Standards) Rules, 2006 as amended, are given below:
(a) Relationship: United Phosphorus Inc., U.S.A.

(i) Name of the Subsidiary Companies: United Phosphorus Italy S.R.L. (Merged during the
Uniphos Limited, Mauritius year with Cerexagri Italia S.R.L.)
United Phosphorus (Korea) Limited United Phosphorus Limited Mauritius
United Phosphorus (Shanghai) Company Limited (Amalgamated with the Company w.e.f. July 1,
United Phosphorus (Taiwan) Limited 2011)
United Phosphorus Cayman Limited United Phosphorus Limited, Australia
United Phosphorus de Mexico, S.A. de C.V. United Phosphorus Limited, Belgium S P R L
United Phosphorus do Brasil Ltda United Phosphorus Limited, Colombia (Merged during
United Phosphorus GMBH, Germany the year with Evofarm Colombia SA)
United Phosphorus Holdings B.V., Netherlands United Phosphorus Limited, Gibraltar
United Phosphorus Holdings Cooperatief U.A. United Phosphorus Limited, Hongkong
34
United Phosphorus Limited, Japan January 1, 2013)

United Phosphorus Limited, New Zealand Icona S A - Argentina
United Phosphorus Limited, U.K. Icona Sanluis S A - Argentina
United Phosphorus Limited, Zambia (Upto December Jiangsu Kaznam Chemical Group.,Panama (Dissolved
5, 2011) on March 18, 2013)
United Phosphorus Polska Sp.z o.o - Poland JSC United Phosphorus Limited, Russia
United Phosphorus Sole Partner Limited, Greece Phosfonia, S.L.,Spain
(Upto March 23, 2012) Prime Agri Centre Zambia Limited (Upto April 01,
United Phosphorus Switzerland Limited. 2011)
United Phosphorus Vietnam Co., Limited PT Catur Agrodaya Mandiri, Indonesia
UPL Investment Private Limited PT. United Phosphorus Indonesia
Agri pack Zambia Limited (Upto April 01, 2011) United Phosphorus Holding, Brasil B.V.
Agrindustrial, S.A., Spain RiceCo LLC
Agrodan, ApS Safepack Products Limited
Anning Decco Fine Chemical Co. Limited, China Samma International S.R.L.,Italy (Upto February 29,
Bio-win Corporation Limited, Mauritius 2012)
Canegrass LLC, USA Samrod Chemicals (Pty) Ltd
Cerexagri B.V. - Netherlands Shroffs United Chemicals Limited
Cerexagri Costa Rica, S.A. SWAL Corporation Limited
Cerexagri Delaware, Inc.,USA Transterra Invest, S. L. U., Spain
Cerexagri Italia S.R.L. Tatva Global Environment (Deonar) Limited
Cerexagri S.A.S., France RiceCo International Inc., Bahamas
Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Uniphos Limited, Gibraltar
Sirketi, Turkey Decco Jefkins Mexico Sapi, Mexico
Cerexagri, Inc. (PA) UPL Aviation Limited
Citrashine (Pty) Ltd, South Africa United Phosphorus Indústria e Comércio de Produtos
Compania Espanola Industrial Quimica de Productos Químicos Ltda.
Agricolas Y Domesticos, S.A.U.,Spain Uniphos Indústria e Comércio de Produtos Químicos
Cropserve Zambia Limited (Upto April 01, 2011) Ltda.
Decco Iberica Postcosecha, S.A.U., Spain (formerly Upl do Brasil Industria e Comércio de Insumos
Cerexagri Iberica) Agropecuários S.A. (Formerly known as DVA Agro
Decco Italia SRL,Italy Do Brasil - Comércio, Importação e Exportação de
Decco US Post-Harvest Inc (US) Insumos Agropecuários S.A.)
Decco Worldwide Post-Harvest Holdings B.V. DVA Technology Argentina S.A. (w.e.f. July 25,
Decco Worldwide Post-Harvest Holdings Cooperatief 2011)
U.A. United Phosphorus Bolivia S.R.L (w.e.f. December 27,
Desarrollo Quimico Industrial, S.A., Spain 2011)
Eddyville Consultants Group, Inc. Panama (Dissolved Decco Chile SpA
on March 18, 2013) UPL Agromed Tarim Ilaclari ve Tohumculuk Sanayi ve
Evofarms Colombia SA Ticaret A.S. (w.e.f. October 12, 2011)
Evofarms S.A. - Colombia (Merged during the year UPI Finance LLC
with Evofarm Colombia SA) United Phosphorus Corp. Philippines
Friedshelf 1114 (Pty) Ltd United Phosphorus Limited de Guatemala S.A (Ceased
Global Chem Trade Corp., Panama (Dissolved on to be subsidiary w.e.f. March 8, 2013)
109
Global
34
United Phosphorus Global LLP Demuric Holdings Private Limited

United Phosphorus (India) LLP Entrust Environment Limited
Pro Long Limited (w.e.f. August 24, 2011) Enviro Technology Limited
Phoenix Enviromental Care LLC ( w.e.f. August 12, Gabo Products Private Limited
2011 and amalgamated with United Phosphorus Inc. Gharpure Engineering and Construction Private
on September 30, 2011) Limited
AgriChem B.V. (acquired during the year) Uniphos Envirotronic Private Limited
AgriChem Helvetia GmbH., (acquired during the year) Jai Research Foundation
AgriChem Polska Sp.Z.O.O. (acquired during the Jai Trust
year) Nerka Chemicals Private Limited
Agricultural Chemicals N.V. (acquired during the Pot Plants
year) Sanguine Holdings Private Limited
Aspen Holding SAS (Incorporated during the year) Tatva Global Enviroment Limited
Aspen SAS (Incorporated during the year) Ultima Search
SD Agchem (Netherlands) B.V. Uniphos International Limited
Blue star BV (acquired during the year) Uniphos Enterprises Limited
UPL Environmental Engineers Limited
(ii) Name of other related parties with whom transactions
Vikram Farm
have taken place during the year
Accolade Properties Private Limited (Upto
a) Associate Companies:
September 27, 2012)
Advanta India Limited
Sadafuli Finvest Private Limited (Upto September
Advanta Seed International, Mauritius
27, 2012)
Advanta Semilas SAIC, Argentina
d) Key Management Personnel and their relatives :
Agrinet Solutions Limited
Whole Time Directors and their relatives
Chemisynth (Vapi) Limited
Mr. Rajnikant.D. Shroff
Kerala Enviro Infrastructure Limited
Mrs. Sandra R. Shroff *
Pacific Seeds Pty Limited, Australia
Mr. Kalyan Banerjee
Unicorn Seeds Private Limited
Mr. Jaidev R. Shroff *
Sipcam UPL Brasil S.A. ( w.e.f. April 01, 2011)
Mr. Arun C. Ashar
Universal Pestochem Industries Limited
Mr. Vikram R. Shroff
b) Joint Venture Companies: Mrs. Namrata Shroff *
United Phosphorus (Bangladesh) Limited. Mrs. Shilpa Sagar *
Hodogaya UPL Co. Limited, Japan Mrs. Asha Ashar *
Nisso TM LLC (Ceased to be a Joint Venture w.e.f. Mr. Navin Ashar *
September 30, 2012)
c) Enterprises over which key management * Relatives of Key management personnel.
personnel and their relatives have significant
influence:
Bharuch Enviro Infrastructure Limited
Bloom Packaging Private Limited
Bloom Seal Containers Private Limited
Coimbatore Integrated Waste Management Co.
Private Limited
Daman Ganga Pulp and Papers Private Limited
110
34
(b) The following transactions were carried out with the related parties in the ordinary course of business:
SUBSIDARIES ASSOCIATES JOINT VENTURE ENTERPRISES OVER WHICH GRAND TOTAL

KEY MANAGEMENT
RELATIONSHIP PERSONNEL HAVE

SIGNIFICANT INFLUENCE
NATURE OF TRANSACTIONS 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs
1 INCOME
(A) SALES:
(i) GOODS 183,342 126,931 3,880 312 110 121 646 475 187,978 127,839
Bio-win Corporation Limited 24,681 22,890 - - - - - - 24,681 22,890
United Phosphorus Limited, Gibraltar - 21,342 - - - - - - - 21,342
SWAL Corporation Limited 26,527 26,226 - - - - - - 26,527 26,226
Uniphos Ltd. - Gibraltar 83,103 33,214 - - - - - - 83,103 33,214
United Phosphorus do Brasil Ltd 27,181 3,803 - - - - - - 27,181 3,803
Others 21,850 19,456 3,880 312 110 121 646 475 26,486 20,364
(ii) FIXED ASSETS - 1 - - - - 18 - 18 1

United Phosphorus Inc. USA - 1 - - - - - - - 1
Bharuch Enviro Infrastructure Ltd - - - - - - 18 - 18 -
(B) DIVIDEND RECEIVED 544 1,970 - - - - - - 544 1,970

Bio-win Corporation Limited 544 1,970 - - - - - - 544 1,970
(C) MANAGEMENT FEES / OTHER SERVICES - - - - - - 581 485 581 485

Tatva Global Environment Ltd. - - - - - - 506 485 506 485
Others - - - - - - 75 - 75 -
(D) QUANTITY DISCOUNT RECEIVED - - - - - - 126 - 126 -

Uniphos International Limited - - - - - - 126 - 126 -
(E) RENT RECEIVED - - - - - - 25 18 25 18

Uniphos Envirotronic Pvt. Ltd. - - - - - - 24 18 24 18
Others - - - - - - 1 - 1 -
Overview
34
Strategy
and review

KEY MANAGEMENT
CEO’s
Global

statement
strength
Corporate
2 EXPENSES
MDA
(A) PURCHASES
(i) GOODS 7,482 9,685 1,095 17,959 - - 2,576 2,978 11,153 30,622
Advanta India Limited - - 1,095 16,707 - - - - 1,095 16,707

focus
Area of
United Phosphorus Limited, Hong Kong 4,302 5,888 - - - - - - 4,302 5,888
Cerexagri S.A.S 1,285 2,357 - - - - - - 1,285 2,357

Risk
Bloom Seal Containers Pvt Ltd, Vapi - - - - - - 1,382 1,199 1,382 1,199
1,895 1,440 - 1,252 - - 1,194 1,779 3,089 4,471
mitigation
Others
- -
91 - 54 - - - 32 431 177 431
Notice
(ii) FIXED ASSETS

Gharpure Engg.& Constructions Pvt.Ltd. - - - - - - - 405 - 405
Dequisa S.A. 91 - - - - - - - 91 -
Chemiesynth ( Vapi ) Ltd - - 54 - - - - - 54 -

Secretarial
Others - - - - - - 32 26 32 26
- -
(iii) INTANGIBLE ASSETS 3 2,532 - - - - 412 520 415 3,052

Financials
Jai Research Foundation - - - - - - 412 520 412 520
Bio-win Corporation Limited 2,185 - - - - - 2,185
Others 3 347 - - - - 3 347

- -
(iv) OTHERS - - - - - - 21 10 21 10
Vikram Farm - - - - - - 21 10 21 10
111
112
34

KEY MANAGEMENT
(B) SERVICES - - 7 321 - - 3,314 3,215 3,321 3,536
Chemiesynth (Vapi) Limited - - - 321 - - - - 321
Bharuch Enviro Infrastructure Limited - - - - - - 3,189 3,076 3,189 3,076
Others - - 7 - - - 125 139 132 139

- -
(C) RENT - - 169 - - - 345 39 514 39
Bloom Packaging Private Limited - - - - - - 7 6 7 6
Sanguine Holdings Private Limited - - - - - - 7 12 7 12
Demuric Holdings Pvt Ltd - - - - - - 0 5 0 5
Ultima Search - - - - - - 9 9 9 9
Advanta India Limited - - 169 - - 169 -
Sadafuli Finvest Pvt. Ltd - - - - - - 154 - 154 -
Accolade Properties Pvt Ltd. - - - - - - 160 - 160 -
Others - - - - - 8 8 8 8
- -
COMMISSION ON EXPORTS (Including 5,902 4,775 - 487 - - 2 - 5,904 5,262
(D)
amount pertaining to earlier years)
Advanta India Limited - - - 487 - - - - - 487
UPL Do Brasil Ltd - 1,042 - - - - - - - 1,042
Others 101 332 - - - - 2 - 103 332

Overview
34
Strategy
and review

KEY MANAGEMENT
RELATIONSHIP
CEO’s
PERSONNEL HAVE
Global
statement
strength
Corporate
(E) ROYALTY - - 889 - - - - - 889 -

Advanta India Limited - - 889 - - - - - 889 -
MDA
(F) RESEARCH & DEVELOPMENT EXPENSES - - 1,538 - - - - - 1,538 -

Advanta India Limited - - 1,538 - - - - - 1,538 -
focus
Area of
(G) WRITE BACK OF PAYABLES - 4 - - - - - - - 4

United Phosphorus Ltd. Hong Kong 3 - - - - - 3
Risk
United Phosphorus Ltd. Japan 1 - - - - - 1

Others - - - - - - - - - -
mitigation
- -
(H) CAPITAL ADVANCE 20 - - - - - 1,000 - 1,020 -
Notice
UPL Environmental Engineers Ltd - - - - - - 1,000 1,000 -

Others 20 - - - - - - 20 -
- -
3 TRANSFER OF SECURITY DEPOSITS FROM - - 2 3 - - - - 2 3
Advanta India Limited - - 2 3 - - - - 2 3
Secretarial
- -
TRANSFER OF CUSTOMER BALANCES
4 - 15 3 - - - 15 3
FROM
Advanta India Limited - 15 3 - - - 15 3
Financials
- -
5 TRANSFER OF ADVANCES FROM - - - 203 - - - - - 203
Advanta India Limited - 195 - - - - 195
Others - 8 - - - - 8
- -
6 TRANSFER OF EMPLOYER LIABILITY - - - 103 - - - - - 103
Advanta India Limited - 75 - - - - - 75
Unicorn Seeds Private Limited - 28 - - - - - 28
- -
113
114
34

KEY MANAGEMENT

7 TRANSFER OF SECURITY DEPOSITS TO - - - - 2 - 2
Uniphos Envirotronic Pvt. Ltd. - - - - 2 - 2
- -
8 TRANSFER OF LIABILITY TO 823 - - - - - - - 823 -
Uniphos Ltd. - Gibraltor 823 - - - - - - - 823 -
9 FINANCE - -
LOAN / INTER CORPORATE DEPOSITS
(A) 13,160 130,834 2,650 3,140 - - 11,886 19,465 27,696 153,439
GIVEN
Bio-win Corporation Limited - 129,527 - - - - - - 129,527
Uniphos Enterprises Limited - - - - - - 9,395 14,334 9,395 14,334
Others - 7 2,650 3,140 - - 2,491 5,131 5,141 8,278
- -
(B) INTEREST PAID - - - - - - 4 289 4 289
Demuric Holdings Pvt Ltd - - - - - - 4 258 4 258
Others - - - - - - - 31 - 31
- -
(C) INTEREST RECEIVED 5,071 4,667 874 2,426 - - 1,043 314 6,988 7,407
Bio-win Corporation Limited 4,253 4,665 - - - - - 4,253 4,665
Advanta India Limited - - 874 2,426 - - - - 874 2,426
Uniphos Enterprises Limited - - - - - - 749 239 749 239
SWAL Corporation Limited 817 2 - - - - - 817 2
Others 1 - - - - - 294 75 295 75
- -
34
Overview
Strategy

and review
KEY MANAGEMENT
CEO’s
Global
statement
strength
PURCHASE OF SHARES/ NCD/

Corporate
(D) COMMERCIAL PAPERS/ CAPITAL - 154 3,875 3,014 - - 9,870 15,626 13,745 18,794
CONTRIBUTION
MDA

UPL Investment Private Limited - 135 - - - - - - - 135
Demurric Holding Pvt. Ltd. - - - - - - 9,870 15,626 9,870 15,626
focus
Area of
Others 19 75 - - - - - 75 19
- -
(E) ALLOTMENT OF BONDS 1,500 - - - - - - - 1,500 -
Risk
UPL Investment Private Limited 1,500 - - - - - - - 1,500 -

mitigation
SALE/REDEMPTION OF SHARES/NCD/
(F) - - 4,431 23,570 - - - 9,522 4,431 33,092
Notice
COMMERCIAL PAPERS
Demuric Holdings Pvt. Ltd. - - - - - - - 9,522 - 9,522
Secretarial
LOANS / INTER COMPANY DEPOSITS

(G) - - - - - - - 10,254 - 10,254
TAKEN DURING THE YEAR
Demuric Holdings Pvt Ltd - - - - - - - 8,920 - 8,920
Financials
Others - - - - - - - 1,334 - 1,334

- -
(H) REPAYMENT OF LOAN GIVEN 33,267 225,946 2,650 3,140 - - 13,467 17,884 49,384 246,970
Uniphos Enterprise Limited - - - - - - 9,395 14,335 9,395 14,335
Others - - 2,650 3,140 - - 4,072 3,549 6,722 6,689
115
116
34

KEY MANAGEMENT

(I) REPAYMENT OF LOAN TAKEN - - - - - - 179 10,726 179 10,726
Demuric Holdings Pvt Ltd - - - - - - 179 9,392 179 9,392
Others - - - - - - - 1,334 - 1,334
- -
GUARANTEES GIVEN ON BEHALF OF
(J) - 124,027 - - - - - - - 124,027
COMPANIES DURING THE YEAR
Bio-win Corporation Limited 124,027 - - - - - 124,027
- -
10 (A) REIMBURSMENTS RECEIVED 147 163 11 1 - - 51 19 209 183
Bio-win Corporation Limited 46 34 - - - - - - 46 34
SWALCorporation Limited 86 104 - - - - - - 86 104
United Phosphorus Gibraltar - 24 - - - - - - - 24
Uniphos Enterprises Limited - - - - - - 30 - 30 -
Others 15 1 11 1 - - 21 19 47 21
(B) REIMBURSEMENTS MADE 211 144 352 44 3 - 79 3 645 191

United Phosporus Limited, Japan 94 39 - - - - - - 94 39
Cerexagri B.V. 69 58 - - - - - - 69 58
Safepack Products Ltd. - 46 - - - - - - - 46
Advanta India Limited - - 348 33 - - - - 348 33
Sadafuli Finvest Pvt. Ltd - - - - - - 78 - 78 -
Others 48 1 4 11 3 - 1 3 56 15
- -
34
Overview

KEY MANAGEMENT
Strategy

and review
CEO’s
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Global
NATURE OF TRANSACTIONS
statement
11 OUTSTANDING AT THE YEAR END - -

strength
(A) PAYABLES 12,115 8,498 605 6,468 - - 207 1,054 12,927 16,020
Corporate

MDA
United Phosphorus Limited, Hong Kong 3,722 3,062 - - - - - - 3,722 3,062

Advanta India Limited - - 530 5,849 - - - 530 5,849
Others 3,405 3,702 75 619 - - 207 1,054 3,687 5,375
focus
Area of
(B) RECEIVABLE 135,190 98,186 2,687 523 25 23 52 57 137,954 98,789

United Phosphorus Limited, Gibraltar 188 16,016 - - - - - - 188 16,016
Risk

mitigation

Uniphos Ltd.- Gibraltar 67,030 33,027 - - - - - - 67,030 33,027
Notice
United Phosphorus Do Brasil Ltd 26,709 - - - - - - - 26,709 -

Others 8,840 15,239 2,687 523 25 23 52 57 11,604 15,842
Secretarial
(C) LOANS AND ADVANCES GIVEN 140,857 150,978 - - - - - 1,581 140,857 152,559
Others 7,206 7 - - - - - 1,581 7,206 1,588
Financials
- -
(D) INTEREST RECEIVABLE 1,684 1,684 465 501 - - 102 53 2,251 2,238
Bio-win Corporation Limited 948 1,682 - - - - - - 948 1,682
Advanta India Ltd. - - 465 501 - - 465 501
SWAL Corporation Limited 735 2 - - - - - - 735 2
Others 1 - - - - - 102 53 103 53
117
118
34

KEY MANAGEMENT
(E) LOANS PAYABLE - - - - - - - 179 - 179
Demuric Holdings Pvt Ltd - - - - - - - 179 - 179
(F) MANAGEMENT FEES RECEIVABLE - - - - - - 270 935 270 935

Tatva Global Environment Limited - - - - - - 251 935 251 935
Others - - - - - - 19 - 19 -
(G) BOND APPLICATION MONEY - 1,500 - - - - - - - 1,500

UPL Investment Private Limited - 1,500 - - - - - - - 1,500
GUARANTEES GIVEN ON BEHALF OF

(H) 245,119 202,235 27,143 25,438 - - - - 272,262 227,673
COMPANIES.
Advanta India Ltd. - - 27,143 25,438 - - - - 27,143 25,438
Others 90,750 69,559 - - - - - - 90,750 69,559
- -
(I) DEPOSIT GIVEN - - - - - - 510 - 510 -
Bloom Packaging Private Limited - - - - - - 75 - 75 -
Daman Ganga Pulp & Papers - - - - - - 400 - 400 -
Others - - - - - - 35 - 35 -
(J) CAPITAL ADVANCES GIVEN 19 - - - - - 1,000 - 1,019 -

UPL Environmental Engineers Limited - - - - - - 1,000 - 1,000 -
Others 19 - - - - - - - 19 -
119
Global
34
c. Transactions with Directors and their Relatives
31-Mar-13 31-Mar-13
NATURE OF TRANSACTIONS:
Rs. Lacs Rs. Lacs
Remuneration 1,317 1,212
Rent Paid 155 150
Professional Fees 13 19
Guarantee received - 15,075
Outstandings as at the Balance Sheet Date:

Remuneration Payable 309 329
Sundry Deposits given 53 53
Professional Fees Payable/(Receivable) 1 1
Guarantee Received - 15,075
34.1
Details of loans and advances in the nature of loans given to subsidiaries and assoicates and firms/companies in which
directors are interested”
APRIL 2012 - MARCH 2013 APRIL 2011 - MARCH 2012

Rs. lacs Rs. lacs
NATURE OF RELATIONSHIP
Amount Maximum amount Amount Maximum amount
outstanding at the of loan outstanding outstanding at the of loan outstanding
year end (**) during the year year end (**) during the year
Subsidiaries and Associates

Bio-win Corporation Limited 133,651 161,639 150,971 218,262
SWAL Corporation Limited 7,200 9,300 - -
Advanta India Limited - 2,650 - 2,200
(**) There is no repayment schedule in respect
of these loans.
35 CONTINGENT LIABILITIES
31-Mar-13 31-Mar-12
Particulars
Rs. Lacs Rs. Lacs
(a) Disputed Income-Tax Liability (excluding interest) 179 151
(b) Disputed Excise Duty / Service Tax liability (excluding interest) 10,253 9,146
(c) Disputed Sales Tax liability 2,512 2,417
(d) Disputed Custom Duty liability 3,558 3,558
(e) Disputed Fiscal Penalty for cancellation of licences 3,348 3,348
Disputed penalty levied by Competition Commission of India for Cartelization of 25,244 25,244
(f)
prices
(g) Disputed penalty on Water Tax 161 161
Bills discounted under Letter of Credit and remaining unpaid at the date of the 602 816
(h)
balance sheet
Gurantees given by Company's bankers on behalf of the Company to third 4,605 4,129
(i)
parties
(j) Corporate guarantees given on behalf of subsidiary companies:
35 CONTINGENT LIABILITIES
31-Mar-13 31-Mar-12
Particulars
Rs. Lacs Rs. Lacs
(i) United Phosphorus Limited, U.K. 18,256 17,936
(ii) United Phosphorus Limited, Hong Kong 4,614 4,324
(iii) United Phosphorus Inc. USA 6,636 6,219
(iv) United Phosphorus Inc. USA/ Decco US Post Harvest 1,357 1,272
(v) UPL Columbia SAS 2,171 2,035
(vi) United Phosphorus Limited, Australia 1,900 1,781
(vii) Bio-Win Corporation Limited, Mauritius 154,369 132,676
(viii) Cerexagri Italia, SRL, Italy 8,336 8,149
(ix) Ceraxagri SAS., France 13,893 13,582
(x) Ceraxagri B.V., Netherlands 14,587 14,261
(xi) Icona S.A. Argentina 10,857 -
(xii) United Phosphorus Cayman Ltd, Cayman Islands 8,143 -
(xiii) Advanta India Limited 27,143 25,438
(k) Claims against the Company not acknowledged as debts 489 532
36 COMMITMENTS
(a) Put option on purchase of debentures of a company excercisable before 16th - 15,075
March, 2013.
(b) Estimated amount of contracts remaining to be executed on Capital account 3,613 9,498
and not provided for (net of advances)
(c) Arrangement with Advanta India Limited

The Company has entered into a Licence Agreement effective from 2nd April 2012 with Advanta India Limited (AIL) to
obtain technical know-how for commercial exploitation, development, use and sale of the Licenced Products and use of
brands. In consideration thereof, the Company will pay a royalty at the rate of 7 % of net sales revenue of the Licenced
Products subject to a minimum royalty of Rs 700 lacs p.a. Further, AIL shall carry out research and development activity,
as agreed, in connection with the Licenced Products and the Company will pay an amount as may be agreed between
both the parties at the commencement of each year.
(d) The Company has undertaken an export obligation of 6 to 8 times the duty saved on CIF machinery imported by the
Company to be fulfilled over a period of 6 to 8 years. The obligation outstanding as on the date of the balance sheet is
Rs.5,899 lacs (Previous Year: Rs. 94 lacs)
37 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006
The identification of Micro, Small and Medium enterprises is based on the management’s knowledge of their status. The
Company has not received any intimation from suppliers regarding their status under “The Micro, Small and Medium Enterprises
Development Act, 2006”.
121
Global
38 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE
Foreign exchange derivatives and exposures outstanding as at the Balance Sheet date:
31-Mar-13 31-Mar-12
NATURE OF INSTRUMENT Currency Amount Amount Purpose -
outstanding outstanding Hedging/
( in ‘000) ( in ‘000) Speculation
1) Forward contract - Sell USD 34,000 46,000 Hedging

2) Derivative contracts
Full Currency Interest Rate Swap contracts
USD 233,853 189,994 Hedging
- payable
3) Un-hedged Foreign Currency balances:
USD 176,726 294,021
(i) Payable
EUR 12,648 1,220
GBP 187 190
JPY 5,252 1,747
AUD 1 -
CHF - 2
(ii) Receivable USD 398,461 392,355
EUR 68,418 52,099
AUD 1,711 3,323
AED - 21
39 CONSUMPTION OF RAW MATERIALS, COMPONENTS AND SPARE PARTS.

31-Mar-13 31-Mar-12
Rs.Lacs Percentage Rs.Lacs Percentage
A Raw Materials:
Imported 119,334 65 90,237 58
Indigenous 64,505 35 65,552 42
TOTAL 183,839 100 155,789 100
B Components and Spare Parts:
Imported 92 3 88 3
Indigenous 2,811 97 2,657 97
TOTAL 2,903 100 2,745 100
40 VALUE OF IMPORTS CALCULATED ON CIF BASIS

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Raw materials 90,935 71,241
Traded Goods 22,410 6,971
Components and spare parts 92 88
Capital goods 4,114 1,289
117,551 79,589
41 EXPENDITURE IN FOREIGN CURRENCY (ACCRUAL BASIS)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Commision on export sales 6,334 4,716
Foreign travelling expenses 697 601
Interest and bank charges 749 1,512
Legal and professional charges 493 286
Product registration and data access fees 255 269
Freight and forwarding charges 6,776 5,446
Others 1,192 596
16,496 13,426
42 EARNINGS IN FOREIGN EXCHANGE (ON ACCRUAL BASIS)

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Exports of goods calculated on F.O.B. basis [including exports through Export Houses: 218,843 167,479
Rs. 3,095 lacs (Previous Year: Rs.21 lacs)]
Interest 4,253 4,665
Dividend 544 1,970
Others 70 52
43 NET DIVIDEND REMITTED IN FOREIGN EXCHANGE

31-Mar-13 31-Mar-12
Year of remittance (ending on)
Rs. Lacs Rs. Lacs
Period to which it relates 2011-12 2010-11
Number of non-resident shareholders
Interim dividend 121 -
Final dividend 119 125
Number of equity shares held on which dividend was due
Interim dividend 217,715 -
Final dividend 212,385 223,195
Face value per share (Rs.) 2 2
Amount remitted (in Rs. Lacs)
Interim dividend 4 -
Final dividend 1 4
44 OPERATING LEASES
Lease rent debited to statement of profit and loss is Rs. 3,740 lacs (Previous Year: Rs. 2,457 lacs)
There is no contingent rent recognised in the statement of profit and loss.
General description of the leasing arrangement:
The Company has entered into operating lease arrangements for its vehicles, machinery, office premises, storage locations and
residential premises.
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45 RESEACH & DEVELOPMENT
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Research and Development costs, as certified by the Management, debited to
statement of Profit and Loss.
a) Revenue expenses debited to appropriate heads of account. 3,087 1,291
b) Depreciation on Research and Development Assets 98 100
46 BUY BACK OF SHARES

During the year, the Company has completed the process of the buy back and has accepted a total of 1,92,00,000 equity shares
at a total consideration of Rs. 22,349 lacs (excluding brokerage, taxes and other charges). Accordingly, the face value of shares
bought back amounting to Rs. 384 lacs has been adjusted against share capital and the balance amount of Rs. 21,964 lacs and
related expenses amounting to Rs. 109 lacs have been adjusted in securities premium.
47 PREVIOUS YEAR FIGURES

Previous year’s figures have been regrouped/rearranged wherever necessary.

124
Statement pursuant to section 212 of the Companies Act, 1956 relating to subsidiary companies
Sr. Name of the Subsidiary Company Financial Note No. of % holding Net aggregate of Profits / (Losses) of the Net aggregate of Profits / (Losses) of the
No. Year No. Shares in Subsidiary company so far as it concerns Subsidiary company so far as it concerns
held by Subsidiary the members of the company : the members of the company :
United Company
Phosphorus
Ltd. in the Not dealt within the Not dealt within the Dealt within the Dealt within the
Subsidiary accounts of United accounts of United accounts of United accounts of United
Phosphorus Ltd. for Phosphorus Ltd. Phosphorus Ltd. for Phosphorus Ltd.
Company at
31.03.2013 the subsidiary for the previous the subsidiary for the previous
Company’s financial financial years of Company’s financial years

year ended as on the subsidiary financial year of the subsidiary
31.03.2013 company as on ended as on company as on
31.03.2012 31.03.2013 31.03.2012
50,007
1 Shroffs United Chemicals Limited, India 31/03/2013 - 100 Rs. 105,077 Rs. 2,026,330 - -
Shares
1,000,007
2 SWAL Corporation Limited, India 31/03/2013 - 100 Rs. 109,501,195 Rs. 108,801,569 - -
Shares
3 United Phosphorus (India) LLP, India 31/03/2013 1 - 95 Rs. 48,146 Rs. (92,513) - -
4 United Phosphorus Global LLP, India 31/03/2013 1 - 95 Rs. 51,477 Rs. (35,354) - -
5 United Phosphorus Limited, U.K. 31/03/2013 2 - - Pounds 1, 485,000 Pounds 775,704 - -
6 United Phosphorus GMBH - Germany 31/03/2013 3 - - EUR 572,922 EUR 220,375 - -
7 AgriChem B.V. 31/03/2013 38 - EUR 1,330,000 - - -
8 SD Agchem (Netherlands) B.V. 31/03/2013 5 - - EUR (121,861) - - -
9 Agricultural Chemicals N.V. 31/03/2013 39 - EUR 176,354 - - -
10 AgriChem Helvetia GmbH., 31/03/2013 39 - CHF 1,663 - - -
11 AgriChem Polska Sp.Z.O.O. 31/03/2013 39 - PLN (116,226) - - -
12 United Phosphorus Polska Sp.z o.o - Poland 31/03/2013 3 - - PLN (86,624) PLN 927 - -
13 Cerexagri B.V. - Netherlands 31/03/2013 5 - - EUR 1,402,000 EUR 1,337,105 - -
14 United Phosphorus Holdings Cooperatief U.A. 31/03/2013 6 - - EUR (120,544) EUR (70,456) - -
15 United Phosphorus Holdings B.V., Netherlands 31/03/2013 7 - - EUR (535,951) EUR (1,828,648) - -
Decco Worldwide Post-Harvest Holdings
16 31/03/2013 8 - - EUR (8,131) EUR (10,981) - -
Cooperatief U.A.
17 Decco Worldwide Post-Harvest Holdings B.V. 31/03/2013 9 - - EUR (569,535 ) EUR (343,086 ) - -
United Phosphorus Holding, Brazil B.V.
18 31/03/2013 5 - - EUR (3,360,221) EUR (4,474,418) - -
(Formerly known as Regentstreet B.V.)
19 Desarrollo Quimico Industrial, S.A., Spain 31/03/2013 11,A - - - - - -
20 Cerexagri Italia S.R.L. 31/03/2013 5 - EUR 435,224 EUR 119,289 - -
Compania Espanola Industrial Quimica
21 de Productos Agricolas Y Domesticos, 31/03/2013 12,A - - EUR 448,176 EUR 1,149,123 - -
S.A.U.,Spain
22 Agrindustrial, S.A., Spain 31/03/2013 13,A - - - - - -
23 Phosfonia, S.L.,Spain 31/03/2013 13,A - - - - - -
Decco Iberica Postcosecha, S.A.U., Spain
24 31/03/2013 14 - - EUR (113,920) EUR 1,044,337 - -
(formerly Cerexagri Iberica)
25 Transterra Invest, S. L. U., Spain 31/03/2013 3 - - EUR (897,099) EUR (725,726) - -
Statement pursuant to section 212 of the Companies Act, 1956 relating to subsidiary companies (Contd.):
Overview
Strategy
United Company
and review
Phosphorus
accounts of United accounts of United accounts of United accounts of United
CEO’s
Subsidiary
Global
Company at Phosphorus Ltd. for Phosphorus Ltd. Phosphorus Ltd. for Phosphorus Ltd.
statement
strength
Corporate
31.03.2012 31.03.2013 31.03.2012

26 Cerexagri S.A.S. 31/03/2013 3 - - EUR 442,000 EUR 809,897 - -
MDA
27 Aspen SAS 31/03/2013 37 - - - -

28 Aspen Holding SAS 31/03/2013 3 - EUR (300) - -
29 United Phosphorus Switzerland Limited. 31/03/2013 7 - - CHF (1,276) CHF 63,603 - -
focus
30 Agrodan, ApS 31/03/2013 3 - - DKK 437,056 DKK 427,099 - -

Area of
31 United Phosphorus Limited, Belgium S P R L 31/03/2013 3 - - EUR (9,658) EUR (9,800) - -

32 Decco Italia SRL,Italy 31/03/2013 14 - - EUR 17,551 EUR 598,143 - -
Risk
33 JSC United Phosphorus Limited, Russia 31/03/2013 3 - - Rbls 5,268,499 Rbls 719,593 - -
34 United Phosphorus Inc., U.S.A. & Subsidiaries 31/03/2013 3,B - - US $ 10,506,000 US $ 9,530,000 - -
mitigation
35 UPI Finance LLC 31/03/2013 32,B - - - - - -

36 Cerexagri, Inc. (PA) 31/03/2013 33,B - - - - - -
Notice
37 Cerexagri Delaware, Inc.,USA 31/03/2013 32,B - - - - - -

38 Canegrass LLC, USA 31/03/2013 16,B - - - - - -
39 Decco US Post-Harvest Inc (US) 31/03/2013 14 - - US$ 1,108,270 US$ 2,014,142 - -
40 Riceco LLC 31/03/2013 32,B - - - - - -
Secretarial
41 Riceco International Inc 31/03/2013 35 - - US $ 8,291,000 US $ 9,986,276 - -

836,000
42 Bio-win Corporation Limited, Mauritius 31/03/2013 - 100 US $ 26,326,732 US $ 33,465,710 US $ 1,000,000 US $ 4,000,000
shares
Financials
43 Uniphos Limited, Mauritius 31/03/2013 2 - - US $ 36,441,789 US $ 29,381,943 - -

44 United Phosphorus Limited, Gibraltar 31/03/2013 35 - - US$ 14,949,025 US$ 27,291,048 - -
45 Uniphos Limited, Gibraltar 31/03/2013 25 - US $ 53,532,678 US $ 29,381,943 - -
Mex. Pesos Mex. Pesos
46 United Phosphorus de Mexico, S.A. de C.V. 31/03/2013 19 - - - -
10,871,351 4,684,887
Mex. Pesos
47 Decco Jifkins Mexico Sapi 31/03/2013 29 - - Mex. Pesos (468,821) - -
(854,307)
48 United Phosphorus do Brasil Ltda 31/03/2013 40 - - BRL 108,000 BRL (64,272) - -
125
126
No. Year No Shares in Subsidiary company so far as it concerns Subsidiary company so far as it concerns
United Company
Phosphorus

31.03.2012 31.03.2013 31.03.2012
Uniphos Industria e Comercio de Produtos
49 31/03/2013 20 - - BRL (30,674,983) BRL (36,471,908) - -
Quimicos Ltda.
United Phosphorus Indústria E Comércio de
50 31/03/2013 21 - - BRL (6,456,695) BRL (898,428) - -
Produtos Químicos Ltda.
UPL do Brasil Industria e Comércio de Insumos
Agropecuários S.A. (Formerly known as DVA
51 31/03/2013 22,C - - BRL (1,611,000) BRL (2,366,280) - -
Agro Do Brasil - Comércio, Importação e
Exportação de Insumos Agropecuários S.A.)
52 Cerexagri Costa Rica, S.A. 31/03/2013 17 - - CRC (137,223,467) CRC (341,526,326) - -
53 UP Bolivia S.A. 31/03/2013 30 - - BOB. (993,372) BOB. (272,311) - -
54 Icona Sanluis S A - Argentina 31/03/2013 18 - - ARS 767,250 ARS 34,287 - -
55 DVA Technology Argentina 31/03/2013 23,C - - - - - -
56 Icona S A - Argentina 31/03/2013 28 - - ARS (17,859,106 ) ARS (20,941,506 ) - -
57 Decco Chile SpA 31/03/2013 14 - - CLP. (35,968,248) CLP. (1,438,749) - -
UPL Colombia S.A.S (Formerly known as COP.
58 31/03/2013 41 - - COP. 538,320,584 - -
Evofarms Colombia SA) (1,068,736,063)
59 United Phosphorus Cayman Limited 31/03/2013 2 - - US $ 5,449,314 US $ (2,831,120) - -
60 UP Aviation Limited 31/03/2013 35 - - US $ 1,185,075 US $ (184,848) - -
61 United Phosphorus Limited, Australia 31/03/2013 2 - - AUS $ 298,175 AUS $ 724,510 - -
62 United Phosphorus Limited, New Zealand 31/03/2013 2 - - NZD 39,511 NZD 48,841 - -
United Phosphorus (Shanghai) Company
63 31/03/2013 36,E - - - - - -
Limited
64 United Phosphorus (Korea) Limited 31/03/2013 15 - - Won 46,651,451 Won (220,248,684) - -
65 United Phosphorus (Taiwan) Limited 31/03/2013 2 - - TWD (311,927) TWD (463,616) - -
66 PT. United Phosphorus Indonesia 31/03/2013 4 - - IDR (1,353,453,109) IDR 605,810,623 - -
67 PT Catur Agrodaya Mandiri, Indonesia 31/03/2013 34 - - IDR (2,455,267,365) IDR (255,088,782) - -
68 United Phosphorus Limited, Hongkong 31/03/2013 2,E - - US $ 1,456,470 US $ 1,464,446 - -
69 United Phosphorus Corp. Philippines 31/03/2013 5 - - PHP. (423,451) PHP. (55,838) - -
Overview
Strategy
United Company
and review
Phosphorus
CEO’s
Global
statement
strength
Corporate
31.03.2012 31.03.2013 31.03.2012

70 VND
United Phosphorus Vietnam Co., Limited 31/03/2013 2 - - VND 20,478,600,000 - -
15,803,953,000
MDA
71 United Phosphorus Limited, Japan 31/03/2013 2 - - Yen (16,211,074) Yen 11,596,197 - -

Anning Decco Fine Chemical Co. Limited,
72 31/03/2013 27 - - RMB 1,806,294 RMB (1,644,756) - -
China
focus
73 UPL Agromed Tohumculuk Sanayi ve Ticaret 31/03/2013 26 - - TRY 2,665,448 TRY 1,430,805 - -
Area of
Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret

74 31/03/2013 31 - - TRY 3,259,291 TRY 1,683,554 - -
Limited Sirketi, Turkey
Risk
75 Safepack Products Limited 31/03/2013 14 - - ILS 3,259,000 ILS 3,497,484 - -

Citrashine (Pty) Ltd, South Africa(formerly
mitigation
76 31/03/2013 14 - - ZAR 774,089 ZAR (1,276,170) - -

known as Friedshelf 1114 (Pty) Ltd)
Friedshelf 1114 (Pty) Ltd (formerly known as
77 31/03/2013 10 - - ZAR (1,543,859) ZAR 6,024,621 - -
Citrashine (Pty) Ltd, South Africa)
Notice
78 Prolong Limited 31/03/2013 24,D - - ILS (302,000) - - -

79 Blue star BV 31/03/2013 5 - - - -
United Phosphorus Holding, Brazil Plus B.V.(
80 31/03/2013 - - - EUR (9,001) EUR (9,299) - -
Refer Note : 1)
Secretarial
Global Chem Trade Corp., Panama ( Refer

81 31/03/2013 - - - US $ (4,307,176) US $ 15,315 - -
Note :1)
Eddyville Consultants Group, Inc. Panama (
82 31/03/2013 - - - US $ (140,423) US $ (5,000) - -
Refer Note :1)
Financials
United Phosphorus Limited de Guatemala

83 31/03/2013 - - - - - - -
(Refer Note : 1)
Jiangsu Kaznam Chemical Group.,Panama (
84 31/03/2013 - - - US $ 9,966 US $ (3,500) - -
Refer Note :1)
87 Samrod Chemicals (Pty) Ltd ( Refer Note : 1) 31/03/2013 - - - ZAR (81,461 ) ZAR (3,160,450 ) - -
88 United Phosphorus Italy S.R.L.( Refer note : 2) 31/03/2013 - - - - EUR 93,004 - -
85 Evofarms S.A. - Colombia (Refer Note : 3) 31/03/2013 - - - - COP. 88,249,174 - -
United Phosphorus Limited, Colombia (Refer
86 31/03/2013 - - - - - - -
Note : 3)
127
128
United Company
Phosphorus

Phosphorus Ltd. for Phosphorus Ltd. Phosphorus Ltd. for Phosphorus Ltd.
Company at
31.03.2012 31.03.2013 31.03.2012
United Phosphorus Limited Mauritius. (Refer
93 31/03/2013 - - - - US $ (802,478) - -
note 4)
90 Phoenix Environmental Care (Refer note 5) 31/03/2013 - - - - US $ (168,342.30) - -
United Phosphorus Limited, Zambia (Refer
89 31/03/2013 - - - - ZMK (33,875,696) - -
note 6)
United Phosphorus Sole Partner Limited,
91 31/03/2013 - - - - US $ (5208) - -
Greece (Refer note 6)
92 Samma International S.R.L.,Italy (Refer note 6) 31/03/2013 - - - - EUR (156,250 ) - -
1 95 % shares of the Company are held by United Phosphorus Limited, India and 5% shares of the Company are held by SWAL Corporation Limited,India
2 All the shares of the Company are held by Bio-win Corporation Limited.
3 All the shares of the Company are held by United Phosphorus Limited, U.K.
4 51% shares of the Company are held by United Phosphorus Limited, Hongkong and 49% shares of the Company are held by Bio-win Corporation Limited.
5 All the shares of the Company are held by United Phosphorus Holdings B.V.
6 99% shares of the Company are held by Bio-win Corporation Limited and 1% shares of the Company are held by Uniphos Limited, Mauritius
7 All the shares of the Company are held by United Phosphorus Holdings Cooperatief U.A.
8 99.99% shares of the Company are held by Bio-win Corporation Limited and 0.1% shares of the Company are held by Uniphos Limited, Mauritius .
9 All the shares of the Company are held by Decco Worldwide Post-Harvest Holdings Cooperatief U.A.
10 All the shares of the Company are held by Citrashine (Pty) Ltd, South Africa(formerly known as Friedshelf 1114 (Pty) Ltd)
11 99.99% shares of the Company are held by Compania Espanola Industrial Quimica de Productos Agricolas y Domesticos, S.A. and 00.01% shares of the Company are held
by Cerexagri Iberica S.A.U.
12 All the shares of the Company are held by Transterra Invest, S. L. U.
13 All the shares of the Company are held by Compania Espanola Industrial Quimica de Productos Agricolas y Domesticos, S.A.
14 All the shares of the Company are held by Decco Worldwide Post-Harvest Holdings B.V.
Overview
15 99% shares of the Company are held by Bio-win Corporation Limited and 1% shares of the Company are held by United Phosphorus Limited, Hong Kong.
16 70% shares of the company are held by United Phosphorus Inc.
Strategy
and review
17 All the shares of the Company are held by Cerexagri B.V.

18 All the shares of the Company are held by Icona SA .
CEO’s
Global
19 99.05% shares of the Company are held by Bio-win Corporation & 0.95% shares of the Company are held by United Phosphorus Limited, UK.
statement
20 All the shares of the Company are held by United Phosphorus Holding, Brazil B.V. (Formerly known as Regentstreet B.V.).
21 All the shares of the Company are held by Uniphos Empreendimentos E Participações Ltda,Brazil.
strength
Corporate
22 51% shares of the company are held by United Phosphorus Empreendimentos E Participações Ltda,Brazil.
23 All the shares of the Company are held by UPL do Brasil Industria e Comércio de Insumos Agropecuários S.A. (Formerly known as DVA Agro Do Brasil - Comércio,
MDA
Importação e Exportação de Insumos Agropecuários S.A.)

24 50% shares of the company are held by Safepack Products Limited.
focus
25 All the shares of the Company are held by United Phosphorus Switzerland Limited
Area of
26 51% shares of the company are held by United Phosphorus Holdings Cooperatief U.A.
27 55% shares of the Company are held by Decco Worldwide Post-Harvest Holdings B.V.
Risk
28 68% shares of the Company are held by United Phosphorus Limited, UK and 32% shares of the Company are held by Transterra Invest.
mitigation
29 51% shares of the Company are held by Decco Worldwide Post-Harvest Holdings B.V.
Notice
30 95% shares of the Company are held by Transterra Invest, S. L. U. and 5% shares of the Company are held by Icona S.A. - Argentina
31 99% shares of the Company are held by Cerexagri B.V. and 1% shares of the Company are held by Cerexagri S.A
32 All the shares of the company are held by United Phosphorus Inc.
Secretarial
33 All the shares of the Company are held by Cerexagri Delaware, Inc.
34 93.38 % shares of the Company are held by Bio-win Corporation Limited & 6.62 % by United Phosphorus Limited, Australia
35 All the shares of the Company are held by Uniphos Limited, Mauritius
Financials
36 All the shares of the Company are held by United Phosphorus Limited, Hongkong.
37 All the shares of the Company are held by Cerexagri S.A.S.,France
38 All the shares of the Company are held by SD Agrichem (Netherlands) B.V.
39 All the shares of the Company are held by Agrichem B.V.
40 99% shares of the Company are held by Bio-win Corporation Limited and 1% shares of the Company are held by United Phosphorus Inc., U.S.A.
41 88.94% shares of the Company are held by Transterra Invest, S. L. U., Spain, and 5.53% by United Phosphorus Limited, U.K.shares and 5.53% by Bio-win Corporation
Limited, Mauritius.
129
130
A Compania Espanola Industrial Quimica de Productos Agricolas y Domesticos, S.A. results include the results of Desarrollo Quimico Industrial,S.A. Spain .;
Agrindustrial, S.A.; and Phosfonia, S.L.
B United Phosphorus Inc., U.S.A. results include the results of Cerexagri Delaware, Inc.; Cerexagri Inc. and Canegrass LLC, Riceco LLC & UPI Finance LLC.
C UPL do Brasil Industria e Comércio de Insumos Agropecuários S.A. (Formerly known as DVA Agro Do Brasil - Comércio, Importação e Exportação de Insumos
Agropecuários S.A.) results include the result DVA Technology Argentina

D Safepack Products Ltd . results includes result of Prolong Ltd
E United Phosphorus Limited, Hongkong results include the results of United Phosphorus (Shanghai) Company Limited
Note:
1 Subsidiaries Dissolved during the year.
2 During the year, United Phosphorus Italy S.R.L. was merged with Cerexagri Italia S.R.L..
3 During the year, United Phosphorus Limited, Colombia & Evofarms S.A. - Colombia was merged with UPL Colombia S.A.S (Formerly known as Evofarms Colombia SA)
4 Previous year, United Phosphorus Ltd Mauritius was merged with Holding Company.
5 Previous year, Phoenix Environmental Care LLC was acquired and subsequently merged with United Phosphorus Inc.
6 Subsidiaries dissolved during the year.
R.D. SHROFF
Chairman and Managing Director
A.C. ASHAR M.B. TRIVEDI

Whole-time Director Company Secretary
Place: Mumbai
Date: 25th April, 2013
131
Global
INDEPENDENT AUDITOR’S REPORT

To
The Board of Directors of United Phosphorus Limited
We have audited the accompanying consolidated financial OPINION

statements of United Phosphorus Limited (“the Company”) In our opinion and to the best of our information and
and its subsidiaries, associates and the joint venture companies according to the explanations given to us, based on our audit
(together referred to as ‘the Group’) which comprise the and on consideration of reports of other auditors on separate
Consolidated Balance Sheet as at March 31, 2013, and financial statements and on the other financial information of
the Consolidated Statement of Profit and Loss and the the components, the consolidated financial statements give a
Consolidated Cash Flow Statement for the year then ended, true and fair view in conformity with the accounting principles
and a summary of significant accounting policies and other generally accepted in India:
explanatory information.
(a) in the case of the Consolidated Balance Sheet, of the state
MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED of affairs of the Group as at March 31, 2013;
FINANCIAL STATEMENTS
(b) in the case of the Consolidated Statement of Profit and
Management is responsible for the preparation of these
Loss, of the profit for the year ended on that date; and
consolidated financial statements that give a true and fair
view of the consolidated financial position, consolidated (c) in the case of the Consolidated Cash Flow Statement, of
financial performance and consolidated cash flows of the the cash flows for the year ended on that date.
Company in accordance with accounting principles generally OTHER MATTER
accepted in India. This responsibility includes the design, We did not audit the financial statements of certain subsidiaries
implementation and maintenance of internal control relevant and joint ventures, whose financial statements, prepared
to the preparation and presentation of the consolidated under the generally accepted accounting principles (‘GAAPs’)
financial statements that give a true and fair view and are free accepted in the respective countries, reflect in relation to the
from material misstatement, whether due to fraud or error. amounts considered in the consolidated financial statements,
AUDITOR’S RESPONSIBILITY total assets of Rs.746,915 Lacs as at March 31, 2013 and the
Our responsibility is to express an opinion on these consolidated total revenue from operations of Rs. 546,823 Lacs for the year
financial statements based on our audit. We conducted our then ended. These financial statements and other financial
audit in accordance with the Standards on Auditing issued information have been audited by other auditors, who have
by the Institute of Chartered Accountants of India. Those submitted their audit opinions, prepared under generally
Standards require that we comply with ethical requirements accepted auditing standards of their respective countries,
and plan and perform the audit to obtain reasonable assurance to the shareholders / Board of Directors of the respective
about whether the consolidated financial statements are free companies, copies of which have been provided to us by the
from material misstatement. Company. The management of the Company has converted
these audited financial statements of the Company’s
An audit involves performing procedures to obtain audit
subsidiaries and joint ventures to accounting principles
evidence about the amounts and disclosures in the
generally accepted in India, for the purpose of preparation
consolidated financial statements. The procedures selected
of the Company’s consolidated financial statements under
depend on the auditor’s judgement, including the assessment
accounting principles generally accepted in India. Our opinion,
of the risks of material misstatement of the consolidated
thus, insofar it relates to amounts included in respect of these
financial statements, whether due to fraud or error. In making
subsidiaries, is based solely on the reports of the other auditors
those risk assessments, the auditor considers internal control
under the aforementioned GAAPs in respective countries and
relevant to the Company’s preparation and presentation
the aforesaid conversion undertaken by the management;
of the consolidated financial statements that give a true
examined by us on a test basis.
and fair view in order to design audit procedures that are
For S.V. Ghatalia & Associates LLP
appropriate in the circumstances. An audit also includes
evaluating the appropriateness of accounting policies used
Firm’s Registration Number: 103162W
and the reasonableness of the accounting estimates made by
per Sudhir Soni
management, as well as evaluating the overall presentation
Partner
of the consolidated financial statements. We believe that the
Membership Number: 41870
audit evidence we have obtained is sufficient and appropriate
Place of Signature: Mumbai
to provide a basis for our audit opinion.
Date: April 25, 2013
Consolidated Balance Sheet as at 31 March 2013

31 -Mar-13 31-Mar-12
NOTES
Rs. Lacs Rs. Lacs
Equity and liabilities
Shareholders’ funds
Share capital 3 8,852 9,236
Reserves and surplus 4 455,670 408,075
464,522 417,311
Minority Interest 23,423 24,990
Non-current liabilities
Long-term borrowings 5 281,232 237,721
Deferred tax liabilities 13 11,703 9,395
Other long-term liabilities 6 39,454 30,086
Long-term provisions 7 5,140 5,084
337,529 282,286
Current liabilities
Short-term borrowings 8 111,470 77,029
Trade payables 211,755 150,350
Other current liabilities 9 70,573 67,582
Short-term provisions 7 26,034 17,342
419,832 312,303
TOTAL 1,245,306 1,036,890
Assets
Non-current assets
Fixed assets
Tangible assets 10 132,171 126,131
Intangible assets 11 216,750 196,163
Capital work-in-progress 24,509 13,383
Intangible assets under development 13,253 17,182
Non-current investments 12 74,145 66,952
Deferred tax assets 13 13,008 9,968
Long-term loans and advances 14 26,909 25,978
Trade receivables 15.1 812 6,129
501,557 461,886
Current assets
Current investments 16 28,370 12,500
Inventories 17 206,870 187,786
Trade receivables 15.1 268,499 244,534
Cash and bank balances 18 154,823 70,018
Short-term loans and advances 14 78,615 52,857
Other current assets 15.2 6,572 7,309
743,749 575,004
TOTAL 1,245,306 1,036,890
Membership no.: 41870 S.Krishnan
Chief Financial Officer
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Consolidated Statement of Profit and Loss for the year ended 31 March 2013
31-Mar-13 31-Mar-12
NOTES
Rs. Lacs Rs. Lacs
Income
Revenue from operations (net) 19 919,452 767,132
Other income 20 9,995 9,233
Total revenue 929,447 776,365
Expenses
Cost of material and components consumed 468,736 405,800
Employee benefits expense 85,262 68,296
Other expenses 21 199,271 154,635
Total 753,269 628,731
Profit before interest, tax, depreciation and amortization, 176,178 147,634
exceptional items, prior period adjustments and taxation
Depreciation and amortization expense 22 35,372 29,238
Finance costs 23 42,896 41,464
Profit before exceptional item, prior period adjustments and 97,910 76,932
taxation
Prior period adjustments (Refer Note: 31) 24 2,018 2,217
Exceptional items 25 1,504 1,845
Profit before taxation 94,388 72,870
Tax expenses
Minimum alternative tax credit entitlement - (192)
Tax effect of earlier year (84) 377
Deferred tax (1,733) 937
Total tax expense 20,317 12,801
Profit after tax but before minority interest for the year 74,071 60,069
Minority interest (156) 535
Profit after tax and minority interest for the year 74,227 59,534
Profit / (Loss) from associates 3,601 (3,512)
Prior period adjustments-associate (Refer Note: 30) (368) (467)
Net profit for the year 77,460 55,555
Earnings per equity share 29
Basic & diluted earning per share after exceptional items (Rs.) 17.12 12.03
Basic & diluted earning per share before exceptional Items (Rs.) 17.46 12.43
Face value per share (Rs.) 2.00 2.00

Consolidated Cash flow statement for the year ended 31 March 2013
Sl. 31-Mar-13 31-Mar-12
No. PARTICULARS Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs
A Cash Flow from Operating Activities

Profit Before Taxation, Prior Period And Exceptional Items 97,910 76,932
Adjustments for:
Depreciation & Amortization expense 35,372 29,238
Finance Costs 42,896 41,464
Provision for Doubtful Debts and Advances 11,517 1,407
Bad Debts Written Off 1,149 1,015
Provisions for Diminution in Value of Long-Term
Investments 70 174
(Profit) / Loss on sale of assets (Net) (2,530) 82
Interest Income (5,204) (5,092)
Manufacturing Expenses Capitalised (133) (103)
Exchange Difference & Finance charges - 0
Excess Provisions in respect of earlier years Written Back
(net) (2,556) (1,660)
Profit on sale/ liquidation of subsidiaries/joint ventures (67) (556)
Net gain on Sale of Current Investments (1,613) (656)
79,462 66,354
Operating Profit before Working Capital Changes 177,372 143,286
Adjustments for :
Decrease / (increase) in inventories (11,142) (29,378)
Decrease / (increase) in trade receivables (26,102) (76,002)
Decrease / (increase) in other current assets 967 3,897
Decrease / (increase) in long term & short term loans &
advances (8,613) (9,951)
(Decrease) / increase in trade payables 56,677 13,983
(Decrease) / increase in long term & short term provisions 1,684 4,289
(Decrease) / increase in other liabilities (3,038) (19,549)
Cash Generated from Operations 10,433 (112,711)

187,805 30,575
Taxes (Paid) / Refund
Cash Flow Before Prior Period & Exceptional Items (14,384) (12,421)
Exceptional Items 173,421 18,154
Prior Period Adjustments (1,504) (1,845)
Net Cash from/(used in) Operating Activities (1,994) (113)
169,923 16,196
B Cash flow from Investing Activities
Purchase of Fixed Assets (47,618) (56,886)
Sale of Fixed Assets 3,046 232
Acquisition of Subsidiaries (2,654) (17,428)
Proceeds from sale of Subsidiaries/Joint ventures 72 150
Acquisition/Investment in Associates (2,597) (19,552)
Purchase of Investments (21,840) (73,384)
Sale of Investments 4,462 84,124
Sundry Loans (20,767) (18,667)
Fixed deposit and margin money (72) 28,488
Dividend Received - -
Income from Current Investment 1,522 1,447
Interest Income 4,975 5,491
Net cash from / (used in) Investing activities (81,471) (65,985)
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Consolidated Cash flow statement for the year ended 31 March 2013
Sl. 31-Mar-13 31-Mar-12
No. PARTICULARS Rs. Lacs Rs. Lacs Rs. Lacs Rs. Lacs
C Cash Flow from Financing Activities
Borrowings (Net) 63,716 21,797
Interest paid and other financial charges (33,790) (27,825)
Dividend paid to Minority Shareholders by subsidiary (928) (862)
Dividends Paid (11,475) (9,201)
Tax on distributed Profits (1,869) (1,498)
Buy-back of shares (22,348) -
Expenses on buy-back of shares (109) -
Debenture Issue Expenses (396) (231)
Net Cash from Financing Activities (7,199) (17,820)
D Exchange Difference arising on conversion debited to (972) (4,995)

Foreign Currency Translation Reserve
Net Increase in Cash and Cash Equivalents (A +B + C+D) 80,281 (72,604)
Cash and Cash Equivalents as at the Beginning of the Year 82,269 151,849
Add: Cash and Cash Equivalents on acquisition of subsidiary 5,952 3,024
Cash and Cash Equivalents as at the Close of the Year 168,502 82,269
Note :
Cash and Cash Equivalents as at the year end includes:
Cash and Bank Balances as per Balance sheet * 154,823 70,018
Less: in Fixed Deposit account 40 -
Less: Margin Money 281 249
154,502 69,769
Add: Short-term investments 14,000 12,500
168,502 82,269
* Bank balances include unclaimed dividend of Rs. 220 lacs( Previous Year: Rs. 171 lacs) which is not available for use by the
Group as they represent corresponding unpaid dividend liability.

Notes to Consolidated financial statements for the year ended 31 March 2013
1 CORPORATE INFORMATION
United Phosphorus Limited (the Company) is a public Company domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed on two stock exchanges in India. United Phosphorus Limited and its subsidiaries are
engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.
2 CONSOLIDATION
(a) The consolidated financial statements comprise of the financial statements of United Phosphorus Limited (hereinafter
referred to as “the Holding Company”) its subsidiaries, associates and joint venture companies (hereinafter referred as “the
Group”) other than joint venture company referred to in note 2(b) below.
(b) Proportionate consolidation in respect of investment in Joint Venture Company, United Phosphorus Limited, Bangladesh
has not been considered in the consolidated financial statements, the effect of which is not expected to be material to the
Group.
(c) UPL Investment Private Limited, a subsidiary of Holding Company as per the definition under the Companies Act, 1956,
incorporated in India has been considered as an associate as per the definition of Accounting Standard (AS)-23 Accounting
for investment in associates in consolidated financial statement.
(d) The list of subsidiaries, associates and joint venture companies considered for consolidation together with the proportion of
share holding held by the Group is as follows:
I Subsidiaries
31-Mar-13 31-Mar-12
Sr. Name of the Subsidiary Country of % of Group % of Group
No. Incorporation Holding Holding
1 Shroffs United Chemicals Limited India 100% 100%
2 SWAL Corporation Limited India 100% 100%
3 United Phosphorus (India) LLP India 100% 100%
4 United Phosphorus Global LLP India 100% 100%
5 United Phosphorus Limited United Kingdom 100% 100%
6 United Phosphorus GMBH Germany 100% 100%
7 United Phosphorus Polska Sp.z o.o Poland 100% 100%
8 AgriChem B.V. @ Netherlands 100% -
9 SD Agchem (Netherlands) B.V. @ Netherlands 100% -
10 Agricultural Chemicals N.V. @ Netherlands 100% -
11 AgriChem Polska Sp.Z.O.O. @ Poland 100% -
12 AgriChem Helvetia GmbH., @ Switzerland 100% -
13 Cerexagri B.V. Netherlands 100% 100%
14 United Phosphorus Holdings Cooperatief U.A. Netherlands 100% 100%
15 United Phosphorus Holdings B.V. Netherlands 100% 100%
Decco Worldwide Post-Harvest Holdings Cooperatief
16 U.A. Netherlands 100% 100%
17 Decco Worldwide Post-Harvest Holdings B.V. Netherlands 100% 100%
18 United Phosphorus Holding, Brazil B.V. Netherlands 100% 100%
19 United Phosphorus Holding, Brazil Plus B.V. # Netherlands 100% 100%
20 Desarrollo Quimico Industrial, S.A. Spain 100% 100%
21 Cerexagri Italia S.R.L. Italy 100% 100%
22 United Phosphorus Italy S.R.L. #1 Italy 100% 100%
Compania Espanola Industrial Quimica de Productos
23 Agricolas Y Domesticos, S.A.U. Spain 100% 100%
24 Agrindustrial, S.A. Spain 100% 100%
25 Phosfonia, S.L. Spain 100% 100%
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2 CONSOLIDATION
I Subsidiaries (Contd.)
31-Mar-13 31-Mar-12
Decco Iberica Postcosecha, S.A.U. (formerly
26 Cerexagri Iberica) Spain 100% 100%
27 Transterra Invest, S. L. U. Spain 100% 100%
28 Cerexagri S.A.S. France 100% 100%
29 Aspen S.A.S ** France 100% -
30 Aspen Holding S.A.S ** France 100% -
31 United Phosphorus Switzerland Limited Switzerland 100% 100%
32 Agrodan, ApS Denmark 100% 100%
33 United Phosphorus Limited, Belgium S P R L Belgium 100% 100%
34 Decco Italia SRL Italy 100% 100%
35 JSC United Phosphorus Limited Russia 100% 100%
36 United Phosphorus Inc. USA 100% 100%
37 Cerexagri, Inc. (PA) USA 100% 100%
38 Cerexagri Delaware, Inc. USA 100% 100%
39 Canegrass LLC USA 70% 70%
40 Decco US Post-Harvest Inc USA 100% 100%
41 RiceCo LLC USA 100% 100%
42 Riceco International, Inc. Bahamas 100% 100%
43 UPI Finance LLC USA 100% 100%
44 Bio-win Corporation Limited Mauritius 100% 100%
45 Uniphos Limited Mauritius 100% 100%
46 United Phosphorus Limited Gibraltar 100% 100%
47 Uniphos Limited Gibraltar 100% 100%
48 United Phosphorus de Mexico, S.A. de C.V. Mexico 100% 100%
49 Decco Jifkins Mexico Sapi Mexico 51% 51%
50 Global Chem Trade Corp.(upto 10th January, 2013) # Panama 100% 100%
51 United Phosphorus do Brasil Ltda Brazil 100% 100%
Uniphos Indústria e Comércio de Produtos Químicos
52 Ltda. Brazil 100% 100%
United Phosphorus Indústria e Comércio de
53 Produtos Químicos Ltda. Brazil 100% 100%
54 Upl do Brasil Industria e Comércio de Insumos
Agropecuários S.A. (Formerly known as DVA Agro
Do Brasil - Comércio, Importação e Exportação de Brazil 51% 51%
Insumos Agropecuários S.A.)
55 DVA Technology Argentina S.A. Argentina 51% 51%
United Phosphorus de Colombia Limited (upto 30th
56 November, 2012) #2 Colombia 100% 100%
Eddyville Consultants Group, Inc. (upto 18th March,
57 2013) # Panama 100% 100%
58 Cerexagri Costa Rica, S.A. Costa Rica 100% 100%
United Phosphorus Limited de Guatemala S.A (upto
59 8th March, 2013) #3 Guatemala 100% 100%
Jiangsu Kaznam Chemical Group. (upto 18th March,
60 2013) # Panama 100% 100%
61 United Phosphorus Bolivia S.R.L Bolivia 100% 100%
62 Icona Sanluis S A Argentina 100% 100%
2 CONSOLIDATION (Contd.)
I Subsidiaries (Contd.)
31-Mar-13 31-Mar-12
63 Icona S A Argentina 100% 100%
64 Decco Chile SpA Chile 100% 100%
UPL Colombia S.A.S (Formerly known as Evofarms
65 Colombia SA) Colombia 100% 100%
66 Evofarms S.A. (upto 30th November,2012) #2 Colombia 100% 100%
67 United Phosphorus Cayman Limited Cayman Islands 100% 100%
68 UP Aviation Limited Cayman Islands 100% 100%
69 United Phosphorus Limited Australia 100% 100%
70 United Phosphorus Limited New Zealand 100% 100%
71 United Phosphorus (Shanghai) Company Limited China 100% 100%
72 United Phosphorus (Korea) Limited Korea 100% 100%
73 United Phosphorus (Taiwan) Limited Taiwan 100% 100%
74 PT. United Phosphorus Indonesia Indonesia 100% 100%
75 PT Catur Agrodaya Mandiri Indonesia 100% 100%
76 United Phosphorus Limited Hong Kong 100% 100%
77 United Phosphorus Corp Philippines 100% 100%
78 United Phosphorus Vietnam Co., Limited Vietnam 100% 100%
79 United Phosphorus Limited, Japan Japan 100% 100%
80 Anning Decco Fine Chemical Co. Limited China 55% 55%
Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited
81 Turkey 100% 100%
Sirketi
UPL Agromed Tarim Ilaclari ve Tohumculuk Sanayi ve
82 Turkey 51% 51%
Ticaret A.S.
83 Safepack Products Limited Israel 100% 100%
Citrashine (Pty) Ltd (Formerly Friedshelf 1114 (Pty)
84 South Africa 100% 100%
Ltd)
Friedshelf 1114 (Pty) Ltd (Formerly Citrashine (Pty)
85 South Africa 100% 100%
Ltd)
86 Samrod Chemicals (Pty) Ltd (upto 31st March, 2013) # South Africa 100% 100%
87 Pro Long Limited Israel 50% 50%
88 Blue Star B.V. ** Netherlands 100% -
** Subsidiaries incorporated during the year

@ Subsidiaries acquired during the year
# Subsidiaries dissolved during the year
#1 During the year, United Phosphorus Italy S.R.L. was merged with Cerexagri Italia S.R.L.
#2 During the year, Evofarms S.A and United Phosphorus de Colombia Limited were merged in UPL Colombia S.A.S (Formerly
known as Evofarms Colombia S.A)
#3 During the year, United Phosphorus Limited de Guatemala S.A ceased to be a subsidiary
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II Associates
31-Mar-13 31-Mar-12
Sr. Associate Companies Country of % of Group % of Group
1 Advanta India Limited India 49.81% 49.85%
2 Advanta Finance B.V. Netherlands * *
3 Advanta International B.V. Netherlands * *
4 Advanta Netherlands Holding B.V. Netherlands * *
5 Advanta Semillas SAIC Argentina * *
6 Advanta Holdings B.V. Netherlands * *
7 Advanta Seeds International Mauritius * *
Pacific Seeds Holdings (Thai)
8 Thailand * *
Limited
9 Pacific Seeds (Thai) Limited Thailand * *
10 Pacific Seeds Pty Limited Advanta Group Australia * *
11 Advanta US Inc. USA * *
Advanta Comercio De Sementes
12 Brazil * *
LTDA.
13 Unicorn Seeds Private Limited @ India * *
14 Advanta Seeds Limited India * *
Longreach Plant Breeders
15 Australia ** **
Management Pty Limited
16 PT Advanta Seeds Indonesia Indonesia * *
British Virgin
17 Advanta (B.V.I) Ltd * *
Islands
18 SIPCAM UPL Brasil S.A. Brazil 50.00% 50.00%
19 Agrinet Solutions Limited India 49.98% 49.98%
Kerala Enviro Infrastructure
20 India 27.52% 27.52%
Limited
21 UPL Investment Private Limited India 66.67% 66.67%
22 Nedab ApS # Denmark 50.00% -
23 Kapchem (Ireland) Limited # Ireland 50.00% -
24 Polycot Technologies 2010 Ltd Israel 20.00% 20.00%
* These are 100% Subsidiaries of Advanta India Limited

** This is 70% step-down Subsidiary of Advanta India Limited
# Associates acquired during the year
@ During the year ended March 31, 2013 Unicorn Seeds Private Limited was merged with Advanta India Limited
III Joint Venture
31-Mar-13 31-Mar-12
Sr. Joint Venture Company Country of % of Group % of Group
1 Hodogaya UPL Co. Limited Japan 40.00% 40.00%
(e) The financial statements of the Group have been prepared in accordance with generally accepted accounting principles
in India (Indian GAAP).The financial statements have been prepared to comply in all material respects with the mandatory
notified accounting standards by the Companies (Accounting Standards) Rules, 2006, as amended and the relevant
provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention
on an accrual basis except in case of assets for which provision for impairment is made. The accounting policies have been
consistently applied by the Group and are consistent with those used in the previous year.
The consolidated financial statements of the Group have been prepared on a line-by-line basis by adding together the
book values of subsidiary company’s and joint venture company’s like items of assets, liabilities, income and expenses, after
eliminating intra-group balances and the unrealised profits / losses on intra-group transactions.
Use of estimates:
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure
of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
(f) Investments in entities in which the Group has significant influence but not a controlling interest, are reported according
to the equity method i.e. the investment is initially recorded at cost. Cost of investment in associates, over the net assets at
the time of acquisition of the investment in the associates is recognised in the financial statements as Goodwill or Capital
Reserve, as the case may be. Goodwill is tested for impairment annually. The carrying amount of the investment is adjusted
thereafter for the post acquisition change in the Group’s share of net assets of the associates. The consolidated statement
of profit and loss includes the Group’s share of the results of the operations of the associate
(g) The financial statements of each of the subsidiary, associate and joint venture, other than Advanta Group, SIPCAM UPL Brasil
S.A., Nadab Aps and Kapchem (Ireland) Limited are drawn upto the same reporting date i.e year ended March 31, 2013,
and have been used for the purpose of consolidation. The audited consolidated financial statements of Advanta Group for
the year ended December 31, 2012 and audited financial statements of SIPCAM UPL Brasil S.A, Nedab Aps and Kapchem
(Ireland) Limited for year ended December 31, 2012 have been used for the purpose of consolidation.
(h) Changes have been made in the accounting policies followed by each of the subsidiaries to the extent they were material
and identifiable from their respective audited financial statements to make them uniform with the accounting policies
followed by the Holding Company. Where it has not been practicable to use uniform accounting policies in preparing the
consolidated financial statements, the different accounting policies followed by each of the group company have been
followed. (Refer Note No. 2.1 below)
(i) Translation of the financial statements of foreign subsidiaries for incorporation in the consolidated financial statements have
been done by using the following exchange rates:
(1) Assets and liabilities have been translated by using the rates prevailing as on the date of the balance sheet.
(2) Income and expense items have been translated by using the monthly average rate of exchange.
(3) Exchange difference arising on translation of financial statements as specified above is recognised in the Foreign
Currency Translation Reserve.
(j) Goodwill arising on consolidation is tested for impairment as at the balance sheet date.
2.1 SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies followed by the Group in the consolidated financial statements are stated hereunder. In case
a uniform policy is not followed by any company in the Group, the same, as disclosed in the audited financial statements of the
said company, has been reproduced, if material.
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2.1 SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(a) Tangible fixed assets and depreciation:
1) Tangible fixed assets:

Fixed Assets are stated at cost less accumulated depreciation and provision for impairment, if any. Cost comprises the
purchase price and any attributable cost of bringing the asset to its working condition for its intended use.
2) Depreciation:
(i) Leasehold land :
United Phosphorus Limited (India) :
No depreciation is provided for leasehold land since as per the lease agreements, the leases are renewable at the
option of the Company for a further period of 99 years at the end of the lease period of 99 years, without / with
marginal payment of further premium.
United Phosphorus Vietnam Limited :
Lease Rentals and other costs incurred in conjunction with securing the use of lease land are recognised on a
straight line basis over 37 years in accordance with the term of the lease.
(ii) Leasehold Improvement :

In respect of Leasehold Improvement assets, on a straight line basis over the period of the lease.
(iii) Other Assets :

The Company uses the same rates of depreciation for all the subsidiaries and joint venture companies other than
the following assets in various companies
Sr. Name of the Company and Description of Method Useful Life of Assets/ Proportion to
No. Assets Depreciation rates Gross Block
1. United Phosphorus Limited, India

Gas Turbine Engine in Power Plant S.L.M. 16.67% 0.66%
Membrane used in Caustic Chlorine Plant S.L.M. 20.00% 0.24%
Hot Section in Power Plant S.L.M. 33.33% 0.35%
Other Assets * * 51.64%
2. Cerexagri B.V., Netherlands

Buildings S.L.M. 18–30 Years
Machinery and Equipment S.L.M. 10–15 Years 10.98%
Other Assets S.L.M. 3–10 Years
3. Cerexagri S.A.S., France

Buildings S.L.M. 20 Years
Plant and Machinery S.L.M. 10 Years
8.85%
Motor Vehicles S.L.M. 5 Years
Office Materials S.L.M. 3 - 5 Years
4. Upl do Brasil Industria e Comércio de Insumos

Agropecuários S.A.
Buildings S.L.M. 4%
Machinery and Equipment S.L.M. 10%
Vehicles S.L.M. 20%
Furniture and Fixtures S.L.M. 10%
3.53%
Computers and Peripherals S.L.M. 20%
Leasehold Improvements S.L.M. 4%
Communication Equipment S.L.M. 20%
Facilities S.L.M. 4%
(iii) Other Assets (Contd.)

Sr. Name of the Company and Description of Method Useful Life of Assets/ Proportion to
No. Assets Depreciation rates Gross Block
5. United Phosphorus Limited, U.K.

Freehold Buildings S.L.M. 50 Years
Plant and Machinery S.L.M. 4–15 Years
Fixtures and fittings S.L.M. 5–20 Years
Motor Vehicles S.L.M. 4 Years 2.96%
Leasehold Land and Buildings S.L.M. 50 years or
Term of Lease
if shorter
6 UP Aviation Limited
Aircraft S.L.M. 7.70% 2.31%
7 AgriChem B.V.
Machinery and Equipments S.L.M. 5 - 10 Years 2.27%
Other Assets S.L.M. 5 years
8. Desarrollo Quimico Industrial S.A.

Machinery and Technical Installations S.L.M. 10 Years
Other Installations, tools and furniture S.L.M. 10 Years
1.5%
Hardware S.L.M. 4 Years
Vehicles S.L.M. 6 Years
Other Assets S.L.M. 4–7 Years
* At the Various S.L.M./ W.D.V. rates as applicable to the respective assets as specified in Schedule XIV of the Indian
Companies Act, 1956.
(b) Intangible Assets and Amortisation:

1) Intangible Assets:
Intangible assets are stated at cost less accumulated amortisation.
2) Amortisation of Intangible Assets

(i) Expenditure incurred on product acquisitions are amortised on straight line basis over a period of fifteen years from the
month of addition to match their expected future economic benefits.
(ii) Other intangible assets are amortised on straight line basis over a period of three to five years.
(c) Impairment of tangible and intangible assets:

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and risks specific to the asset.
(d) Inventories:
(i) Stocks of stores and spares, packing materials and raw materials are valued at lower of cost or net realisable value. Cost
is determined on moving weighted average basis. However, the aforesaid items are not valued below cost if the finished
products in which they are to be incorporated are expected to be sold at or above cost.
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(ii Semi-finished products, finished products and by-products are valued at lower of cost or net realisable value and for this
purpose, cost is determined on standard costing basis which approximates the actual cost. Cost of finished goods
includes excise duty, as applicable.
Approximately 88% of the total finished goods and semi-finished goods inventory as at March 31, 2013, has been
valued on standard cost basis.
(iii) Traded goods are valued at lower of cost or net realisable value.
(e) Investments:
Presentation and Disclosure
Investments, which are readily realizable and intended to be held for not more than one year from balance sheet date are
classified as current investments. All other investments are classified as non-current investments.
Recognition and Measurement

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such
investments are made, are recognised as current investments. All other investments are recognised as long-term investments
and carried at cost of acquisition. However, the carrying amount is reduced to recognise a decline, other than temporary,
in the value of long-term investments by a charge to the statement of profit and loss. Current investments are stated at
lower of cost or fair value determined on individual investment basis.
Contingent Consideration / Additional payments in light of one or more future events are recognised when probable and can
reasonably be estimated at the date of acquisition. In all other cases, the adjustment is recognised as soon as the amount is
determinable.
(f) Sale of Trade Receivable

The Group sells insured trade receivables to banks whereby significant risks and rewards are transferred and this transfer is
treated as “true sale” for both legal and financial reporting purposes and accordingly, these receivablles are not reflected on
the balance sheet of the Group.
(g) Export Benefits:

United Phosphorus Limited (India):
Duty free imports of raw materials under Advance Licence for imports as per the Import and Export Policy are matched
with the exports made against the said licences and the net benefit / obligation has been accounted by making suitable
adjustments in raw material consumption.
The benefits accrued under the Duty Entitlement Pass Book, Duty Drawback and other scheme as per the Import and Export
Policy in respect of exports made under the said scheme have been included as ‘Export Incentives’, in ‘Other Operating
Revenue’ under the head ‘Revenue from operations’.
(h) Foreign currency transactions:

(i) Transactions in foreign currency are recorded by applying the exchange rate at the date of the transaction. Monetary
items denominated in foreign currency remaining unsettled at the end of the year, are translated at the closing rates,
prevailing on the Balance Sheet date. Non-monetary items which are carried in terms of historical cost denominated
in a foreign currency are reported using the exchange rate at the date of the transaction. Exchange differences arising
as a result of the above are recognised as income or expense in the statement of profit and loss except for exchange
differences arising on a monetary item which, in substance, form part of the Group’s net investment in a non-integral
foreign operation which is accumulated in a Foreign Currency Translation Reserve until the disposal of the net investment.
Exchange difference arising on the settlement of monetary items at rates different from those at which they were initially
recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the
year in which they arise.
(ii) In the case of forward contracts not intended for trading or speculation purposes, the premium or discount arising at the
inception of the contract is amortised as an expense or income with reference to the spot rate as at the end of the period
over the life of the contract. Exchange difference on such contracts are recognised in the statement of profit and loss in
the year in which the exchange rate change. Any profit and loss arising on cancellation or renewal of forward exchange
contract is recognised as income or as expenses for the year.
(iii) Applicable net gain/loss on foreign currency loans given/taken together with related derivative instruments is included
as ‘exchange difference (net)’ under the head ‘finance costs’.
(i) Derivative Instruments

As per the ICAI announcement, accouting for derivative contracts, other than those covered under AS 11, are marked to
market on a portfolio basis, and the net loss is charged to the statement of profit and loss. Net gains are ignored.
(j) Retirement Benefits:

1. United Phosphorus Limited (India) and SWAL Corporation Limited
(i) Provident Fund is a defined contribution scheme established under a State Plan. The contributions to the scheme are
charged to the Statement of profit and loss in the year when the contributions to the funds are due.
(ii) Superannuation Fund is a defined contribution scheme and contributions to the scheme are charged to the Statement
of profit and loss in the year when the contributions are due. The scheme is funded with an insurance company in
the form of a qualifying insurance policy.
(iii) The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service
gets a gratuity on post employment at 15 days salary (last drawn salary) for each completed year of service as per the
rules of the Company. The aforesaid liability is provided for on the basis of an actuarial valuation made at the end of
the financial year. The scheme is funded with an insurance company in the form of a qualifying insurance policy.
(iv) The Company has other long term employee benefits in the nature of leave encashment. The liability in respect
of leave encashment is provided for on the basis of actuarial valuation made at the end of the financial year. The
aforesaid leave encashment is funded with an insurance company in the form of a qualifying insurance policy.
(v) Actuarial gains/ losses are recognised immediately to the statement of profit and loss .
2. RiceCo, LLC USA

(i) The Company has a defined benefit pension plan which covers all full-time employees of the Company. Funding of
the plan is made through payment to various funds managed by a third party and is in accordance with the funding
requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).
(ii) Actuarial gains/ losses are recognised immediately to the statement of profit and loss .
3. All other subsidiaries :

The companies contribute to a defined contribution plan which are charged to the statement of profit and loss as incurred.
(k) Revenue Recognition

(i) Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed
to the buyer.
(ii) Revenue from sale of Certified Emission Reduction (CER) is recognised as income on delivery thereof in terms of the
contract with the respective buyers.
(iii) Income from services are recognised as and when the services are rendered.
(iv) Interest is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
(v) Dividend is recognised when the shareholder’s right to receive payment is established by the balance sheet date.
(l) Research and Development Costs:

Research Costs are charged as an expense in the year in which they are incurred and are reflected under the appropriate
heads of account. Development expenditure is capitalised when its future recoverability can reasonably be regarded as
assured and is amortised over the period of expected future benefit.
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(m) Borrowing costs:

Interest and other costs incurred for acquisition of qualifying assets, upto the date of commissioning / installation, are
capitalised as part of the cost of the said assets.
(n) Assets taken on Lease:

(i) Operating Leases:
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are
classified as operating leases. Rentals and all other expenses in respect of assets taken on lease are debited to
Statement of Profit and Loss on straight line basis over the lease term.
(ii) Finance Leases:

Assets acquired under finance leases which effectively transfer to the company substantially all the risks and benefits
incidental to ownership of the leased item, are capitalised and a corresponding loan liability is recognised. The lease
rentals paid are bifurcated into principal and interest component by applying an implicit rate of return. The interest
is charged as a period cost and the principal amount is adjusted against the liability recognised in respect of assets
taken on financial lease.
(o) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of
all dilutive potential equity shares.
(p) Income-tax:
Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid
to the tax authorities. Deferred income taxes reflects the impact of current year timing differences between taxable
income and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet
date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income
levied by the same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.
In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are
recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future
taxable profits.
The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the
carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the
case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any
such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available.
MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay
normal income tax during the specified period. The comapny reviews the same at each balance sheet date and writes
down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect
that company will pay normal Income Tax during the specified period.
(q) Segment Reporting Policies

The Group’s operative businesses are organized and managed separately according to the nature of products, with each
segment representing a strategic business unit that offers different products and serves different markets. The analysis
of geographical segments is based on the areas in which major operating divisions of the Group operate. The Group
accounts for inter-segment sales and transfers as if the sales were to third parties at market prices.
Unallocable items includes general corporate income and expense items which are not allocated to any business
segment.
Segment Policies:
The Group prepares its segment information in conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Group as a whole. Common allocable costs are allocated to each segment on
an appropriate basis.
r) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statements comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
(s) Provisions
A provision is recognised when the Group has a present legal or constructive obligation as a result of past events and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Provisions are not discounted to its present value and are
determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed
at each balance sheet and adjusted to reflect the current best estimates.
3 SHARE CAPITAL
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Authorised shares
1,27,50,00,000 (Previous Year: 1,27,50,00,000) Equity Shares of Rs.2 each 25,500 25,500
1,40,00,000 (Previous Year: 1,40,00,000) Preference Shares of Rs.100 each 14,000 14,000
50,00,000 (Previous Year: 50,00,000) Preference Shares of Rs.10 each 500 500
40,000 40,000
Issued, subscribed and fully paid-up shares
44,26,04,274 (Previous Year: 46,18,04,274) Equity Shares of Rs. 2 each fully paid-up 8,852 9,236
Total issued, subscribed and fully paid-up share capital 8,852 9,236
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Equity shares
31-Mar-13 31-Mar-12
No. Lacs Rs. Lacs No. Lacs Rs. Lacs

At the beginning of the year 4,618 9,236 4,618 9,236
Buy back during the year (Refer note 40) 192 384 - -
Outstanding at the end of the year 4,426 8,852 4,618 9,236
(b) Terms/ rights attached to equity shares:

The Company has one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.In the event of liquidation of
the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
During the year ended 31st March, 2013, the amount of per share dividend recognised as distibutions to equity sharehorders
was Rs. 2.50 (31st March, 2012: Rs. 2.50)
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3 SHARE CAPITAL (Contd.)
(c) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back
during the period of five years immediately preceding the reporting date:
31-Mar-13 31-Mar-12
No. Lacs No. Lacs
Equity shares allotted as fully paid bonus shares by capitalization of securities premium 2,198 2,198
Equity shares bought back by the Company. 192 -
(d) Details of shareholders holding more than 5% shares in the Company

Name of the shareholders AS AT 31-Mar-13 AS AT 31-Mar-12
No. Lacs in%the

holding % holding
No. Lacs
class in the class
Nerka Chemicals Private Limited 986 22.28 986 21.36
Uniphos Enterprises Limited 253 5.72 253 5.49
As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
4 RESERVES AND SURPLUS

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
1 Capital reserve
Less: Foreign exchange adjustment 694 -
Add: Adjustment by associate Advanta India Limited on account of amalgamation 68 -
of its subsidiary, Unicorn Seeds Private Limited
Add: Share of capital reserve created by associate Kerala Enviro Infrastructure 110 -
Limited
Less: Transferred to statement of profit and loss on disposal/ liquidation of - 96
subsidiaries
Closing Balance 15,660 16,176
2 Capital redemption reserve

3,324 3,312
3 Securities premium
Less: Adjustment on account of buy back of equity shares (Refer note 40) 21,964 -
Less: Expenses on buy back of equity shares (Refer note 40) 109 -
Less: Expenses incurred on issue of Debentures (net of tax) 268 156
Less: Adjustment by associate Advanta India Limited on account of amalgamation 2,459 -
Less: Expenses incurred by associates on issue of debentures - 343
4 RESERVES AND SURPLUS (Contd.)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
4 Debenture redemption reserve
Less: Amount transferred to surplus balance in the statement of profit and loss 3,375 4,250
5 General reserve
Add: Adjustment on account of amalgamation of the subsidiary company - 109,313
6 Foreign Currency Translation Reserve (25,496) (28,660)

Add: Exchange difference in respect of non-integral foreign operation
Closing Balance (17,225) (25,496)
7 Surplus in the statement of profit and loss

Add: Profit for the year 77,460 55,555
Add: Debenture Redemption Reserve written back 3,375 4,250
Less: Appropriations:
Interim Dividend on Equity Shares - 9,236
Final Dividend on Equity Shares [net of excess provision of earlier year: Rs.21 lacs 11,044 2,309
(Previous Year: Nil)]
Tax on equity dividend [net of excess provision of earlier year: Rs. 4 lacs (Previous 1,877 1,873
Year: Nil)]
Adjustment on account of amalgamation of the subsidiary company - 109,313
Transfer to debenture redemption reserve 4,763 4,359
Transfer to general reserve 2,500 3,000
Total appropriations 20,184 130,090
Net surplus in the statement of profit and loss 155,472 94,750
Total reserves and surplus 455,670 408,075
5 LONG-TERM BORROWINGS
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Debentures
Unsecured Redeemable Non convertible Debentures 140,000 110,000 - 13,500
(Refer Note a below)
Term loans
Foreign currency loan from banks (Unsecured) (Refer Note b below) 139,133 120,833 23,217 3,321
Foreign currency loan from banks (Secured) (Refer Note c below) 1,700 6,271 4,154 5,975
From others (Secured) ((Refer Note d below) - - - 1,131
From others (Unsecured) (Refer Note e below) 399 617 259 234
281,232 237,721 27,630 24,161
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5 LONG-TERM BORROWINGS (Contd.)
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Secured borrowings 1,700 6,271 4,154 7,106
Unsecured borrowings 279,532 231,450 23,476 17,055
Amount disclosed under the head “other current liabilities” (note 9) - - (27,630) (24,161)
Net amount 281,232 237,721 - -
a Unsecured Redeemable Non-Convertible Debentures

(i) NCDs amounting to Rs. 30,000 lacs (Previous Year: Rs. Nil) are redeemable at par at the end of 10th year (Rs. 15,000
lacs) i.e June, 2022 and at the end of 7th year (Rs. 15,000 Lacs) i.e June, 2019 from the date of allotment.
(ii) NCDs amounting to Rs. 25,000 lacs (Previous Year: Rs 25,000 lacs) are redeemable at par at the end of 15th year i.e July
2026 from the date of allotment . The NCDs carry a call option at the end of 10th year from the date of allotment.
(iii) NCDs aggregating to Rs. 30,000 lacs (Previous Year: Rs 30,000 lacs) are redeemable at par at the end of 12th year (Rs.
7,500 lacs), 11th year (Rs. 7,500 lacs), 9th year (Rs. 7,500 lacs) and 8th year (Rs. 7,500 lacs) i.e. October 2022, October,
2021, October 2019 and October 2018 respectively from the date of allotment.
(iv) NCDs aggregating to Rs. 30,000 lacs (Previous Year: Rs. 30,000 lacs) are redeemable at par at the end of 10th year (Rs.
15,000 lacs) i.e. April 2020 and at the end of 7th year (Rs. 15,000 lacs) i.e. April 2017 from the date of allotment. The
NCDs carry a call option at the end of 6th year i.e. April 2016 and 5th year i.e. April 2015 respectively from the date of
allotment.
(v) NCDs amounting to Rs. 25,000 lacs (Previous Year: Rs 25,000 lacs) are redeemable at par at the end of 5th year i.e
January, 2015 from the date of allotment .
(vi) NCDs amounting to Rs. Nil (Previous Year: Rs 13,500 lacs) were redeemable at par at the end of 3.5 year (Rs. 10,500
lacs) i.e. February, 2013 and 3 years (Rs. 3,000 lacs) i.e. August, 2012 from the date of allotment.
(vii) NCDs mentioned above carry a coupon rate ranging from 9.50% to 10.70%.
b Foreign currency loan from banks (Unsecured)

(i) Unsecured loan from banks bears interest at the rate between LIBOR +2.1% to 2.7% amounting to Rs. 145,633 lacs
(Previous year: Rs.116,135 lacs) i.e. repayable within 1-5 year is Rs.131,618 lacs (Previous Year : Rs. 72,906 lacs) and
after five years Rs.14,015 Lacs (Previous Year Rs. 43,229 lacs).
(ii) Unsecured loan from banks bears interest rate ranging from 8.94% to 12.6% amounting to Rs.16,717 lacs (Previous
year: 8,019 lacs) repayable within 1-3 years.
c Foreign currency loan from banks (secured)

i) Foreign currency loan from banks includes Rs.5,250 lacs (Previous year : Rs.10,973 lacs) secured by way of collateral of
accounts receivable and inventory carrying interest rate of 3.08%-19.98% per annum payable within 2-3 years.
(i) Foreign currency loan from banks includes Rs.1,683 lacs (Previous year : Rs. 5,620 lacs) secured by way of collateral of
Accounts receivable and Inventory carrying interest rate of 3.08%-19.98% per annum payable till October 2015.
(ii) Foreign currency loan from banks includes Rs. 604 lacs (Previous year : 1,273 lacs) secured by way of collateral of
Investment securities carrying interest rate of TIBOR +1% per annum.
d From others (Secured)

i) External Commercial Borrowing from a Multilateral Financial Institution amounting to Rs. Nil (Previous Year: Rs 712 lacs)
was secured by pari-passu first charge by way of hypothecation of specific movable assets, present and future, situated
5 LONG-TERM BORROWINGS (Contd.)
at Jhagadia Unit of the Company and carried Interest rate at Libor plus 210 basis points.
(ii) Loan repayable on demand from others amounting to Rs.Nil (Previous Year: Rs. 419 lacs) secured by receivables carrying
interest rate of CDI+11.35% per annum
e From others (Unsecured)

Unsecured notes payable to a company amounting to Rs. 658 lacs (Previous year Rs. 851 lacs) at interest rates ranging from
0.00% to 7.07% subordinated to revolving line of credit in monthly installments at interest rates ranging from 0.00% to
8.99% with final maturity of February 2018.
6 OTHER LONG-TERM LIABILITIES

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Provision for mark to market losses on derivatives (net) 21,824 13,600
Other long term liabilities 17,630 16,486
39,454 30,086
7 PROVISIONS
Long-term Short-term
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Provision for employee benefits
Provision for post-employment benefits 2,312 2,221 - -
Jubilee Provision 52 66 - -
Provision for gratuity (note 36) - - 122 -
Provision for leave benefits - - 3,070 2,295
(A) 2,364 2,287 3,192 2,295
Other provisions
Provision for Tax (net) - - 7,670 1,597
Environmental Provision 918 898 - -
Provision for contingencies - - 2,171 -
Reorganisation Provision 332 324 55 32
Labour/ Employee claim Provision 1,526 1,575 - -
Interim equity dividend - - - 9,236
Proposed final equity dividend - - 11,065 2,309
Provision for tax on proposed final equity dividend - - 1,881 1,873
(B) 2,776 2,797 22,842 15,047
(A+B) 5,140 5,084 26,034 17,342
8 SHORT-TERM BORROWINGS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
a) Loans repayable on demand
From banks
Secured (Refer Note a below) 20,261 14,522
Unsecured:
Cash credit, packing credit and working capital demand loan 40,526 44,650
accounts (Refer Note b below)" 48,057 14,135
Short Term Buyers Credit (Refer Note c below)
From others
Secured (Refer Note d below) - 3,543
Unsecured (Refer Note e below) 539 -
109,383 76,850
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8 SHORT-TERM BORROWINGS (Contd.)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
b) Loans and advances from related parties
Unsecured (Refer Note f below) 2,087 179
2,087 179
111,470 77,029
Secured borrowings 20,261 18,065
Unsecured borrowings 91,209 58,964
Note :
a Loan repayable on demand from Banks (Secured):
Loan repayable on demand (Secured) of Rs.20,261 lacs (Previous year: 14,522 lacs) from banks having charge over inventories
and/or Accounts receivable and/or book debts and/or all movable assets of the Group and/or Freehold land and building
and/or other fixed assets or investment securities carryng intrest rate ranging from 3.91% to 10.73% p.a. and base rate/
LIBOR/EURIBOR/TIBOR plus 0.7% to 4% p.a.
b Working Capital Loan repayable on demand from Banks (Unsecured):
Unsecured working capital loan from banks of Rs. 40,526 lacs (Previous year: Rs. 44,650 lacs) carrying interest rate varying
from 0.5% to 9.75% p.a. and base rate/LIBOR plus 0.70% to 4% p.a.
c Short Term Buyers Credit from bank (Unsecured) :
Unsecured short term buyers credit of Rs. 48,057 lacs (Previous year: Rs. 14,135 lacs) carrying interest rate of 5% p.a. and
ranging from LIBOR plus 0.60% to 1.20%
d Loan repayable on demand from others amounting to Rs.Nil (Previous year: Rs. 3,543 lacs) secured by receivables carrying
interest rate of CDI+11.35% per annum
e Unsecured Short term loan carrying an interest rate 0% to 12.50% p.a.
f Loans and advances from Related parties:
Unsecured loan from related parties Rs. 2,087 lacs (Previous year: Rs. 179 lacs) carrying interest rate of LIBOR+4% p.a.
9 OTHER CURRENT LIABILITIES

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Other Current liabilities
Current maturities of long-term borrowings (note 5) 27,630 24,161
Interest accrued but not due on borrowings 12,560 11,365
Investor Education and Protection Fund will be credited by following amounts (as and
when due)
Unpaid dividend 220 171
Other Payables
Advances against Orders 9,941 10,197
Trade Deposits 2,891 1,770
Capital Goods creditors 774 592
Statutory Liabilities 1,027 640
Other liabilities 15,530 18,686
70,573 67,582
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10 TANGIBLE ASSETS (Rs. Lacs)
GROSS BLOCK DEPRECIATION NET BLOCK

As at 1st Taken Additions Deducti- Adjustm- Foreign As at As at Taken Provided Deducti- Adjustm- Foreign As at As at As at
April, over in during ons ents Exchange 31st 1st April, over in during ons ents Exchange 31st 31st 1st April,
SR. DESCRIPTION OF 2012 respect of the year during during Adjustm March, 2012 respect the year during during Adjustm March, March, 2012
acquisit the year the year -ents 2013 of the year the year -ents 2013 2013
NO ASSETS ions (refer acquisiti (refer
during note 2 -ons note 2

the year below) during below)
the year
1 LAND - FREEHOLD 16,941 1,459 - - 358 322 19,080 - - - - - - - 19,080 16,941
(11,354) (1,598) (4,314) (8) (-539) (222) (16,941) (-) (-) (-) (-) (-) (-) (-) (16,941) (11,354)
2 LAND - LEASEHOLD 5,416 - 109 - - 16 5,541 33 - 6 - - 2 41 5,500 5,383
(3,046) (-) (2,416) (79) (-) (33) (5,416) (32) (-) (6) (8) (-) (3) (33) (5,383) (3,014)
3 BUILDING 28,742 2,873 2,613 145 -630 136 33,589 13,643 2,108 530 75 -376 266 16,096 17,493 15,099
(19,894) (5,831) (2,126) (85) (36) (940) (28,742) (12,936) (165) (190) (177) (43) (486) (13,643) (15,099) (6,958)
4 BUILDING - LEASEHOLD 1,972 - 220 - - 46 2,238 1,114 - 100 - - 26 1,240 998 858
(1,840) (-) (-) (-) (-) (132) (1,972) (946) (-) (100) (-) (-) (68) (1,114) (858) (894)
5 PLANT AND MACHINERY 193,738 3,503 13,386 3,436 36 1,417 208,644 118,714 2,976 12,141 2,835 743 1,108 132,847 75,797 75,024
(174,926) (2,384) (14,216) (3,824) (1,402) (4,634) (105,161) (436) (11,387) (2,920) (926) (3,724) (118,714) (75,024) (69,765)
(193,738)
6 LABORATORY EQUIPMENTS 2,793 - 273 195 - 65 2,936 2,167 - 87 193 3 54 2,118 818 626
(2,460) (-) (172) (8) (-) (169) (2,793) (1,959) (-) (72) (6) (-) (142) (2,167) (626) (501)
7 FURNITURE AND FIXTURES 9,388 329 874 530 - 106 10,167 5,880 298 746 501 6 69 6,498 3,669 3,508
(7,089) (674) (894) (150) (592) (289) (9,388) (5,359) (239) (652) (100) (-452) (182) (5,880) (3,508) (1,730)
8 OFFICE EQUIPMENTS 228 - 17 119 - - 126 191 - 17 117 - - 91 35 37
(217) (-) (11) (-) (-) (-) (228) (168) (-) (23) (-) (-) (-) (191) (37) (49)
9 VEHICLES 3,800 34 1,499 413 - 38 4,958 2,174 17 641 276 1 21 2,578 2,380 1,626
(2,742) (373) (851) (275) (-) (109) (3,800) (1,719) (184) (372) (164) (-) (63) (2,174) (1,626) (1,023)
10 ASSETS TAKEN ON LEASE:
- - - - - - - - - - - - - - - -
(A) FURNITURE, FIXTURES AND
- - - - - - - - - - - - - - - -
EQUIPMENTS
(2,050) (-) (-) (-) (-2050) (-) (-) (527) (-) (-) (-) (-527) (-) (-) (-) (1,523)
(B) VEHICLE 25 - - 10 - 1 16 - - - - - - - 16 25
(51) (-) (-) (31) (-) (5) (25) (2) (-) (3) (5) (-) (-) (-) (25) (49)
11 LAND IMPROVEMENTS 898 349 1 - 487 21 1,756 892 308 4 486 21 1,711 45 6
(838) (-) (-) (-) (-) (60) (898) (834) (-) (2) (3) (-) (59) (892) (6) (4)
12 LEASEHOLD IMPROVEMENTS 2,848 - 13 - -251 -40 2,570 1,934 - 528 - -269 -14 2,179 391 914
(2,581) (-) (283) (-) (-36) (20) (2,848) (1,446) (-) (516) (-) (-36) (8) (1,934) (914) (1,135)
13 AIRCRAFT 6,460 - - - - 433 6,893 376 - 543 - - 25 944 5,949 6,084
(-) (-) (6,460) (-) (-) (-) (6,460) (-) (-) (376) (-) (-) (-) (376) (6,084) (-)
273,249 8,547 19,005 4,848 - 2,561 298,514 147,118 5,707 15,343 3,997 594 1,578 166,343 132,171 126,131
PREVIOUS YEAR (229,088) (10,860) (31,743) (4,460) (-595) (6,613) (131,089) (1,024) (13,699) (3,383) (-46) (4,735) (147,118) (126,131) (97,999)
(273,249)
Notes: 1 Figures in brackets represents amounts pertaining to previous year

2 Adjustments during the year include regrouping of certain assets into other class of assets.
Overview
11 INTANGIBLE ASSETS (Rs. Lacs)
GROSS BLOCK AMORTIZATION NET BLOCK

Strategy
and review
As at 1st Taken Additions Deducti- Adjustm- Foreign As at As at Taken Provided Deducti- Adjustm- Foreign As at As at As at
April, over in during ons ents Exchange 31st 1st April, over in during ons ents Exchange 31st 31st 1st April,
SR. DESCRIPTION OF 2012 respect of the year during during Adjustm March, 2012 respect the year during during Adjustm March, March, 2012
CEO’s
acquisit the year the year -ents 2013 of the year the year -ents 2013 2013
Global
NO ASSETS ions acquisiti

statement
during -ons
the year during
the year
1 Goodwill 114,103 - 5,214 229 - 8,581 127,669 - - - - - - - 127,669 114,103
strength
Corporate
(54,822) (-) (60,731) (1,463) (-) (13) (-) (-) (-) (-) (-) (-) (-) (114,103) (54,822)
(114,103)
2 Technical know how 16,567 - - - - 478 17,045 15,909 - 499 - - 479 16,887 158 658
MDA
(15,687) (-) (-) (-) (-) (880) (16,567) (13,353) (-) (1,817) (-) (-) (739) (15,909) (658) (2,334)
Product Registrations /
3 173,804 25,248 22,130 8,284 - 4,677 217,575 93,409 20,644 20,060 8,284 - 4,061 129,890 87,685 80,395
Acquisitions
(145,573) (1,445) (16,398) (721) (-) (11,109) (69,458) (651) (15,163) (565) (-) (8,702) (93,409) (80,395) (76,115)
focus
(173,804)
Area of
4 Task Force Expenses 811 - - - - - 811 811 - - - - - 811 - -

(811) (-) (-) (-) (-) (-) (811) (810) (-) (1) (-) (-) (-) (811) (-) (1)
5 Software / Licence Fees 3,500 76 707 512 - 60 3,831 3,078 37 358 419 - 59 3,113 718 422
Risk
(2,842) (250) (182) (19) (56) (189) (3,500) (2,584) (134) (133) (6) (46) (187) (3,078) (422) (258)
6 Customer Contracts 763 - - - - 51 814 178 - 104 - - 12 294 520 585
mitigation
(668) (-) (-) (-) (-) (95) (763) (112) (-) (51) (-) (-) (15) (178) (585) (556)
Total 309,548 25,324 28,051 9,025 - 13,847 367,745 113,385 20,681 21,021 8,703 - 4,611 150,995 216,750 196,163
Notice
PREVIOUS YEAR (220,403) (1,695) (77,311) (2,203) (56) (12,286) (86,317) (785) (17,165) (571) (46) (9,643) (113,385) (196,163) (134,086)
(309,548)
Note: Figures in brackets represents amounts pertaining to previous year.

Secretarial
Financials
153
12 NON-CURRENT INVESTMENTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
A Trade Investment:
Investments in Equity Instruments:
(i) Investment in Associates

(a) 84,00,000 (Previous Year: 84,00,000) Equity Shares of Rs.10 each fully paid-up in Advanta
India Limited (Quoted)
30,670 30,140
(includes goodwill of Rs. 5,626 lacs(Previous year: Rs. 5,626 lacs))
(b) 9,21,000 (Previous Year: 9,21,000) Equity Shares of Rs 10 each fully paid-up in
- 421
Chemisynth (Vapi) Limited (Unquoted) (Refer Note 5 below)
(c) 800,977,779 ( Previous year :649,701,817) Equity Shares fully paid up in Sipcam UPL Brasil
S.A. (Unquoted)
21,057 16,820
(includes goodwill of Rs. 12,607 lacs (Previous year: Rs. 11,277 lacs ))
(d) Investment in Nadab Aps 8 -
(e) Investment in Kapchem (Ireland) Limited 235 -
51,970 47,381
(ii) Investment in Joint Ventures (Unquoted)
(a) 1,627 (Previous Year: 1,627) Equity Shares of Tk.1,000 each fully paid-up in United
4 4
Phosphorus (Bangladesh) Limited (Refer Note 2(b))
(b) Nil (Previous year: 500 ) Equity Shares fully paid up in Hodogaya UPL Co. Ltd. (Refer Note 31) - 1,231
(c) Nil (Previous year: 49%) capital contribution in Nisso TM LLC (disposed off during the year) - 5
4 1,240
(a) 57 (Previous Year: 57) Ordinary Shares of 1 Rand each fully paid-up in Cropserve (PTY)
289 289
Limited (Unquoted)
(b) 11,700,000 (Previous Year: 11,700,000) Equity shares fully paid up in Ishihara Sangyo
13,416 14,464
Kaisha Ltd. At JPY 107.52 each (Quoted) (Also Refer Note 4 below)
(c) 34,13,388 (Previous Year: 34,13,388) Equity Shares of Rs.10 each fully paid-up in Narmada
341 341
Clean Tech Limited (Unquoted)
14,046 15,094
Total A 66,020 63,715
B Other Investment:
Investment Property (Land) 552 539
Investments in Equity Instruments:
(i) Investment in Subsidiary Company (Unquoted)
(a) 2,40,000 (Previous Year: 2,40,000) Equity shares of Rs. 10 each fully paid-up in UPL
195 186
Investment Private Limited (Refer Note 30 and 2(c))
(b) 18,130 (Previous year: 18,130) Equity shares of Rs. 100 each of Universal Pestochem
- 18
(Industries) Pvt. Ltd.(Refer Note 5 below)
(ii) Investment in Associates (Unquoted)

(a) 10,00,000 (Previous Year: 10,00,000) Equity Shares of Rs.10 each fully paid-up in Agrinet
Solutions Limited (Refer Note 30)
(includes capital reserve of Rs. 75 lacs (Previous year: Nil)" 98 315
(b) 26,00,000 (Previous Year: 26,00,000) Equity Shares of Rs.10 each fully paid-up in Kerala
Enviro Infrastructure Limited (Refer Note 30)
344 260
(c) Polycot Technologies 2010 Ltd. [Face Value: Nil (Previous Year Rs. 0.06 lac.)] (Refer Note 30) - 0
1,189 1,318
155
Global
12 NON-CURRENT INVESTMENTS (Contd.)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Quoted
(a) 28,100 (Previous Year: 28,100) Equity Shares of Rs.10 each fully paid-up in
6 6
Gujarat State Financial Corporation
(b) 50,000 (Previous Year: 50,000) Equity Shares of Rs. 10 each fully paid-up in Nivi
6 6
Trading Limited
(c) 41,150 (Previous Year: 41,150) Equity Shares of Rs.10 each fully paid-up in
68 68
Transpek Industry Limited
(d) 5,307 (Previous Year: 5,307) Equity Shares of Rs.10 each fully paid-up in IDFC
2 2
Limited
(e) 3,598 (Previous Year: 3,598) Equity Shares of Rs.10 each fully paid-up in Bank
8 8
of Baroda Limited
90 90
Unquoted
(a) 10,000 (Previous Year: 10,000) Equity Shares of Rs.10 each fully paid-up in
1 1
Janakalyan Sahakari Bank Limited
(b) 10,00,000 (Previous Year: 10,00,000) Equity Shares of Rs.10 each fully paid-up
50 50
in Uniphos International Limited
(c) 45,000 (Previous Year: 45,000) Equity Shares of Rs.10 each fully paid-up in
185 185
Bloom Packaging Private Limited
(d) 19,025 (Previous Year: 19,025) Equity Shares of Rs.10 each fully paid-up in
448 448
Bench Bio Private Limited
(e) 100 (Previous year : 33) Equity Shares of Natural Art KK 21 18
(f) 20,482 (Previous year : 20,842) Equity Shares of Villa crop protection pty Ltd. 540 506
(g) Others 1 3
1,246 1,211
(iv) Investments in Government or trust securities;(Unquoted)
(a) Indira Vikas Patra [Face Value:Current Year: Rs. 0.06 lac. (Previous Year Rs. 0.06
- -
lac)]. Deposited with Government Authorities.
(b) National Saving Certificates [Face Value:Current Year: Rs. 0.06 lac. (Previous Year
- -
Rs. 0.06 lac)]. Deposited with Government Authorities.
- -
(v) Investments in debentures or bonds; (Unquoted)
(a) 1,855 (Previous Year: 1,855) Compulsorily Convertible Bonds of Rs.1,00,000
1,855 1,855
each in Tatva Global Environment Limited
(b) 1,500 (Previous Year: Nil) Compulsarily Convertible Bonds of Rs. 1,00,000 each
1500 -
in UPL Investment Private Limited
(c) 31 (Previous Yesr: Nil) Redeemable Optionally Convertible Debentures of Rs.
3,100 -
1,00,00,000 each in Gowal Consulting Pvt. Ltd.
75,000 68,189
Less: Provision for diminution in Investments (855) (1,237)
Total Non-Current Investment 74,145 66,952
Notes
1 Agreegate amount of quoted investment cost [Market Value: Rs. 91,316 lacs
44,176 44,694
(Previous Year: Rs. 43,031 lacs)]
2 Agreegate amount of unquoted investment cost 30,824 23,495
3 Provision for diminution in investments (855) (1,237)
4 11,700,000 (Previous year: 11,700,000) Equity shares of Ishihara Sangyo Kaisha Ltd are pledged as collateral for Long term debts
taken from Sumitomo Mitsui Banking Corporation. (Also refer Note c(ii) in Note 5 Long term borrowings)
United Phosphorus Limited, Japan has made a strategic long-term investment in earlier years, the fair market value of which has
gone down below its cost as on the balance sheet date. The management is of the view that this is temporary decline in the value
of investment and hence the same is carried at cost and no diminution has been provided.
5 Share of losses has been restricted to the extent of carrying value of investment.
13 DEFERRED TAX LIABILITIES & ASSETS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
a) Deferred Tax Assets:
Provision for Doubtful debts and advances 10,624 5,335
Others 6,143 7,131
Gross Deferred Tax Assets 16,767 12,466
b) Deferred Tax Liabilities:

Depreciation 12,814 10,681
Others 2,648 1,212
Gross Deferred Tax Liabilities 15,462 11,893
The above has been reflected in the Consolidated Balance Sheet as follows:
Deferred Tax Assets 13,008 9,968
Deferred Tax Liabilities 11,703 9,395
14 LOANS AND ADVANCES

Non-current Current
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Capital advances
Unsecured, considered good 3,010 2,170 - -
A 3,010 2,170 - -
Sundry deposit
Unsecured, considered good 3,993 3,930 2,862 971
Doubtful 137 133 - -
4,130 4,063 2,862 971
Provision for doubtful sundry deposit (137) (133) - -
B 3,993 3,930 2,862 971
Advances recoverable in cash or kind
Unsecured, considered good 10,350 7,650 29,296 25,979
Doubtful 860 511 290 304
11,210 8,161 29,586 26,283
Provision for doubtful advances (860) (511) (290) (304)
C 10,350 7,650 29,296 25,979
Sundry loans
Unsecured, considered good - 141 39,593 18,685
Doubtful 217 76 - -
217 217 39,593 18,685
Provision for doubtful sundry loan (217) (76) - -
D - 141 39,593 18,685
Other loans and advances
Advance income-tax (net of provision for taxation) 4,062 3,473 1,071 1,677
Minimum alternative tax credit entitlement 5,337 6,913 - 5
Loans to employees 157 201 316 384
Bond Application Money - 1,500 - -
Deposits with the Collectorate of Central Excise and Customs - - 5,477 5,156
E 9,556 12,088 6,864 7,222
Total (A+B+C+D+E) 26,909 25,978 78,615 52,857

157
Global
15 TRADE RECEIVABLES AND OTHER ASSETS
NOTE 15.1 TRADE RECEIVABLES Non-current Current

31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Unsecured, considered good 812 6,129 268,499 244,534

Unsecured considered Doubtful - - 18,442 7,567
812 6,129 286,941 252,101
Provision for doubtful receivables - - (18,442) (7,567)
812 6,129 268,499 244,534
NOTE 15.2 OTHER ASSETS Non-current Current

31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Export Benefits Receivable - - 5,386 5,686
(A) - - 5,386 5,686
Interest Receivables
Considered Doubtful - - 5 5
- - 869 639
Less : Provision - - (5) (5)
(B) - - 864 634
Others
Considered Doubtful 201 201 - -
201 201 322 989
Less : Provision (201) (201) - -
(C) - - 322 989
Total Other Current Assets (A+B+C) - - 6,572 7,309
16 CURRENT INVESTMENTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Current investments (valued at lower of cost and fair values unless stated otherwise)
Investments in debentures or bonds (Quoted)
- Investment in Associates
1,470 (Previous Year: Nil) Non-Convertible Debentures of Rs.10,00,000 each in
Advanta India Limited 14,370 -
Investments in Mutual Funds; (Unquoted)

(a) 2,10,685 (Previous year: 1,54,92,923) units of Reliance Liquidity Fund - Growth
option of Rs. 1000 each (Previous Year: Rs. 10 each). 6,000 2,500
(Net Assets Value: Rs 6,020 Lacs (Previous Year: Rs. 2,503 lac)
(b) 10,65,534 (Previous year: 43,71,949) units of Birla Sun Life Cash Plus Institutional
Premium - Growth of Rs.100 each. 2,000 7,500
(Net Assets Value: Rs 2,002 Lacs (Previous Year: Rs.7,509 lac)
(c) 1,62,885 (Previous year: 1,48,450) units of SBI Premier Liquid Fund Super I. P.
Growth of Rs. 1000 each. 3,000 2,500
(Net Assets Value: Rs 3,003 Lacs (Previous Year: Rs. 2,504 Lacs)
(d) 17,31,312 (Previous Year: Nil) Units of ICICI Prudential Liquid Regular- Growth of
Rs. 100 each 3,000 -
(Net Asset Value: Rs. 3,003 Lacs (Previous Year: Rs.Nil)
Total Current Investments 28,370 12,500
Note:
Aggregate amount of unquoted investments 14,000 12,500
Aggregate amount of quoted investments 14,370 -
17 INVENTORIES (VALUED AT LOWER OF COST AND NET REALIZABLE VALUE)
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Raw materials and components 47,237 40,876
Work-in-progress 12,545 7,336
Finished goods 124,919 114,339
Traded goods 12,768 16,434
Stores and spares (including fuel) 2,274 2,286
Packing Material 6,015 5,670
By products 1,112 845
206,870 187,786
18 CASH AND BANK BALANCES

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Cash and cash equivalents
Balances with banks
- Current accounts 21,454 11,109
- Foreign Currency accounts 65 62
- Current Accounts outside India 130,394 50,777
- Unclaimed Dividend accounts 220 171
- Fixed Deposit accounts 17 26
- Fixed Deposits outside India 511 7,125
Cheques/Drafts on hand 1,711 403
Cash on Hand 130 96
Other Bank Balances

- Deposits with original maturity for more than 3 months but less than 12 months 40 -
- Margin money deposit * 281 249
154,823 70,018
* Margin money deposits given as security against Bank Guarantees
19 REVENUE FROM OPERATIONS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Revenue from operations
Sale of products and Services (net) 901,022 753,419
Other operating revenue

Export Incentives 5,950 4,997
Job-Work / Service Income 1,219 1,034
Refund of Excise Duty 3,589 3,445
Discount Received 307 187
Excess Provisions in respect of earlier years written back (net) 2,556 1,660
Miscellaneous Receipts 4,809 2,390
Revenue from operations (net) 919,452 767,132

159
Global
20 OTHER INCOME
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Interest income on
Bank deposits 1,344 2,171
Others 3,860 2,920
Net gain on sale of current investments 1,613 656
Rent received 198 185
Exchange Difference (net) 82 1,847
Profit on sale of fixed assets (net) 2,530 -
Profit on sale/ liquidation of subsidiaries/joint ventures 67 556
Miscellaneous Income 301 898
9,995 9,233
21 OTHER EXPENSES
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Stores and Spares Consumed 3,829 3,696
Power and Fuel 34,984 26,353
Repairs to Buildings 758 885
Repairs to Machinery 4,206 3,780
Other Repairs 4,899 3,155
Processing Charges 25,457 21,128
Rent 6,401 4,392
Rates and Taxes 4,239 3,165
Insurance Charges 4,084 3,139
Commission on Sales 4,585 3,286
Advertisement and Sales Promotion 6,420 5,120
Travelling and Conveyance 12,453 10,478
Legal and Professional Fees (refer note a below) 10,166 9,309
Charity and Donations 1,721 1,142
Bad Debts written off 1,149 1,015
Provision for Doubtful Debts and Advances 11,517 1,407
Provision for Diminution in value of Investment 70 174
Loss on Sale of Assets (Net) - 82
Warehousing Costs 4,350 4,456
Communication Costs 2,074 2,139
Effluent Disposal Charges 5,215 4,668
Royalty Charges 889 -
Registration Charges 4,104 4,110
Transport Charges 29,769 27,356
Labour charges 4,967 3,455
Research and development expenses 1,832 122
Other Expenses 8,572 5,582
199,271 154,635
(a) Payment to Auditor of the Holding Company 31-Mar-13 31-Mar-12

Rs. Lacs Rs. Lacs
As Auditor:
Audit fee 205 190
Others 3 4
Other Services (Certification Fees) 9 3
Reimbursement of expenses 3 2
220 199
22 DEPRECIATION AND AMORTIZATION EXPENSE
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Depreciation of tangible assets 15,620 13,308
Amortization of intangible assets 19,752 15,930
35,372 29,238
23 FINANCE COSTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Interest:
- On Debentures 13,212 12,521
- On Term Loans 4,230 3,224
- On Cash Credit and Working Capital Demand Loan Accounts 5,396 3,982
- On Fixed Deposits and Fixed Loans 203 1,647
- On Others 3,410 2,587
Cash Discount 5,149 4,210
Exchange Difference (net) 6,949 7,686
Other Financial Charges 4,347 5,607
42,896 41,464
24 PRIOR PERIOD ADJUSTMENTS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Amortisation of intangible assets - 655
Goodwill written off 115 1,449
Material cost pertaining to earlier years 1,859 -
Others (net) 44 113
2,018 2,217
25 EXCEPTIONAL ITEMS
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Restructuring Cost 1,504 1,845
During the current year, restructuring costs incurred by the Group are for European, Latin American & North American region.
During the previous year, restructuring cost incurred by the group are for the acquisition made in Brazil and Latin America
region.
Overview
Strategy
26 EFFECT OF ACQUISITIONS/ DISPOSALS

and review
31-Mar-13 31-Mar-12
CEO’s
Global
Effect on Net Assets Date of Particulars Effect on Net Assets Date of

statement
Group as at Acquisition Group as at Acquisition/

Profit Date of Profit Date of Disposal
Particulars
Before Tax Acquisition Before Tax Acquisition/
for the year for the Disposal
strength
Corporate
year
MDA
UPL do Brasil Industria e Comércio

de Insumos Agropecuários S.A.
Acquisitions (Formerly known as DVA Agro
(1,067) 46,267 July 25, 2011
AgriChem B.V. Do Brasil - Comércio, Importação
focus
e Exportação de Insumos
Area of
Agropecuários S.A.)
1st July,
SD Agchem (Netherlands) B.V. 1,310 (2,559) DVA Technology Argentina S.A.
2012
Risk
Agricultural Chemicals N.V. United Phosphorus Bolivia S.R.L (21) (34) December 27, 2011
mitigation
AgriChem Polska Sp.Z.O.O. Pro Long Limited (16) 172 August 24, 2011
UPL Agromed Tarim Ilaclari ve
Notice
AgriChem Helvetica GmbH., (496) 2,282 October 12, 2011

Tohumculuk Sanayi ve Ticaret A.S.
Phoenix Environmental Care LLC
(merged with United Phosphorus (53) (773) August 12, 2011
Inc)
Secretarial
TOTAL 1,310 (2,559) TOTAL (1,653) 47,914

Disposals:
Cropserve Zambia Limited - (397)
Financials
Prime Agri Centre Zambia Limited - (141) April 1, 2011

Agri pack Zambia Limited - (153)
TOTAL - (691)
Note: Figures of loss/negative net assets are indicated in brackets.

161
27 CONTINGENT LIABILITIES NOT PROVIDED FOR

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
(a) Disputed Excise Duty / Service Tax Liability (excluding interest) 10,253 9,146
(b) Disputed Income-tax Liability (excluding interest) 179 151
(c) Disputed Sales-tax Liability 9,299 7,426
(d) Disputed Customs Liability 3,558 4,226
(e) Disputed Fiscal Penalty for cancellation of Licenses 3,348 3,348
(f) Disputed Penalty on water tax 161 161
(g) Disputed penalty levied by Competition Commission of India for Cartelization of prices 25,244 25,244
(h) Bills discounted remaining unpaid as at the date of the Balance Sheet 4,262 8,806
(i) Guarantees given by Group's Bankers on behalf of the Group to third parties 4,605 4,129
(j) Guarantees given by the Group to third parties 131 155
(k) Claims against the Group not acknowledged as debts 4,162 3,613
In respect of share of Associate Companies:

a) Disputed Income tax liability (Excluding interest) 1,169 1,006
b) Disputed Service Tax Liability 244 -
c) Guarantees given by the Associate to Third Parties 2,994 4,386
d) Claims against the Associates not acknowledged as debts. 926 6,754
28 CAPITAL AND OTHER COMMITMENTS

31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Estimated amount of contracts remaining to be executed on capital account and
(a) 3,630 9,498
not provided for (net of advances)
Put option on purchase of debentures of a company excercisable before 16th
(b) - 15,075
March, 2013.
( c ) Arrangement with Advanta India Limited
The Holding Company has entered into a Licence Agreement effective from 2nd April 2012 with Advanta India Limited
(AIL) to obtain technical know-how for commercial exploitation, development, use and sale of the Licenced Products and
use of brands. In consideration thereof, the Holding Company will pay a royalty at the rate of 7% of net sales revenue of
the Licenced Products subject to a minimum royalty of Rs 700 lacs. Further, AIL shall carry out research and development
activity, as agreed, in connection with the Licenced Products and the Holding Company will pay an amount as may be
agreed between both the parties at the commencement of each year.
( d ) The Holding Company has undertaken an export obligation based on duty saved on CIF machinery imported by the
Holding Company to be fulfilled over a period of 6 to 8 years. The obligation outstanding as on the date of the balance
sheet is Rs.5,889 lakhs (Previous Year: 94 lacs)
163
Global
29 EARNINGS PER SHARE (EPS)

The following reflects the profit and share data used in the basic and diluted EPS 31-Mar-13 31-Mar-12
computations: Rs. Lacs Rs. Lacs
Basic & diluted earning per share:
Profit after Taxation as per the Consolidated Statement of profit and loss 74,071 60,069
Add/(Less) : Share of Profit / (loss) in Associate Company 3,233 (3,979)
77,304 56,090
Add/(Less): Minority Interest 156 (535)
Net Profit attributable to equity shareholders after exceptional items 77,460 55,555
Add:Exceptional Items 1,504 1,845
Net Profit attributable to equity shareholders before exceptional items 78,965 57,400
Nos. Nos.
Weighted Number of Equity Shares Outstanding 452,349,911 461,804,274
Rupees Rupees
Basic & diluted Earning Per Share including exceptional items 17.12 12.03
Basic & diluted Earning Per Share excluding exceptional items 17.46 12.43
Nominal Value of equity share 2.00 2.00
30 INTEREST IN ASSOCIATES
The Group has considered the effect of investment in associate companies, Universal Pesto Chem Industries Limited, Agrinet
Solutions Limited, Kerala Enviro Infrastructure Limited, Chemisynth (Vapi) Limited, UPL Investment Private Limited and Polycot
Technologies 2010 Limited in the consolidated financial statements in accordance with AS 23 for the first time in the current
year. Accordingly, the carrying amount of investments in the following associates are brought to the amount that would have
resulted had the equity method of accounting been followed as per AS 23 since the acquisition of these associates and the
Group’s share in post acquisition profits of these associates upto March 31, 2012 has been accounted in the consolidated
statement of profit and loss and disclosed as “Prior period adjustment- Associate”
(Rs. Lacs)
Carrying Prior Period % of UPL holding % of UPL holding
Investment Value adjustment Profit/ in 2013 in 2012
Company
As on March 31, (loss)
2013
Universal Pesto Chem Industries Limited # Nil Nil 44% 44%
Chemisynth (Vapi) Limited # Nil Nil 30% 30%
Kerala Enviro Infrastructure Limited 344 (148) 27.52% 38%
Agrinet Solutions Limited 98 (217) 49.98% 49.98%
UPL Investment Private Limited 186 (3) 66.67% 66.67%
Polycot Technologies 2010 Limited # Nil Nil 50% 50%
Total (368)
# Share of losses has been restricted to the extent of carrying value of investment.
31 INTEREST IN JOINT VENTURES
The Group has 40% ownership interest in Hodogaya UPL Co. Limited, a jointly controlled entity incorporated in Japan.The
proportionate interest of the Group in the said entity as per the audited Balance Sheet as at 31st March, 2013 is as under:
31-Mar-13
Particulars
Rs. Lacs
Assets 4,720
Liabilities 3,524
Income 8,685
Expenses 8,718
The Group has considered the proportionate interest in the aforesaid Joint Venture Company in the consolidated financial
statements in accordance with AS 27 “Financial Reporting of Interests in Joint Venture” for the first time in the current year.
Accordingly, the proportionate share of profit of earlier years since the acquisition of the interest in the aforesaid Joint venture
upto March 31, 2012, amounting to Rs 61 lacs is shown as “Prior period adjustment” in the statement of profit and loss.
32 RELATED PARTY DISCLOSURES

Related parties of the Group as identified by the management and relied upon by the Auditors:
a) List of related parties: Coimbatore Integrated Waste Management
i) Joint Venture Companies: Company Private Limited
United Phosphorus (Bangladesh) Limited Daman Ganga Pulp and Papers Private Limited
Hodogaya UPL Co. Limited, Japan Demuric Holdings Private Limited
Nisso TM LLC (upto September 30, 2012) Entrust Environment Limited
ii) Associate Companies: Enviro Technology Limited
Advanta India Limited Gabo Products Private Limited
Advanta Finance B.V. Gharpure Engineering and Construction Private Limited
Advanta International B.V. Jai Research Foundation
Advanta Netherlands Holdings B.V. Jai Trust
Advanta Semillas SAIC, Argentina JRF America Inc.
Advanta Holdings B.V. JRF International Ltd
Advanta Seed International, Mauritius Nerka Chemicals Private Limited
Pacific Seeds Holdings (Thai) Limited Pot Plants
Pacific Seeds (Thai) Limited Sanguine Holdings Private Limited
Pacific Seeds Pty Limited, Australia Tatva Global Enviroment Limited
Advanta US Inc. Ultima Search
Advanta Comercio De Sementes LTDA. Uniphos International Limited
Unicorn Seeds Private Limited, India Uniphos Enterprises Limited
(merged into Advanta India Limited during the year) Uniphos Envirotronic Private Limited
Advanta Seeds Limited, India UPL Environmental Engineers Limited
Longreach Plant Breeders Management Pty Limited, Vikram Farm
Australia Accolade Properties Private Limited (upto September
PT Advanta Seeds Indonesia 27, 2012)
Advanta (B.V.I) Ltd Sadafuli Finvest Private Limited (upto September 27,
SIPCAM UPL Brasil S.A. (w.e.f. April 01, 2011) 2012)
Agrinet Solutions Limited iv) Key Management Personnel and their relatives :
Chemisynth (Vapi) Limited Whole Time Directors and their relatives
Kerala Enviro Infrastructure Limited Mr. Rajnikant D. Shroff
UPL Investment Private Limited Mrs. Sandra R. Shroff *
Polycot Technologies 2010 Ltd (w.e.f. May 01, 2010) Mr. Kalyan Banerjee
Nedab APS (w.e.f. July 01, 2012) Mr. Jaidev R. Shroff
Kapchem (Ireland) Limited (w.e.f. July 01, 2012) Mr. Arun C. Ashar
Universal Pestochem (Industries) Pvt Ltd Mr. Vikram R. Shroff
iii) Enterprises over which key management Mrs. Namrata Shroff *
personnel and their relatives have significant Mrs. Shilpa Sagar *
influence: Mrs. Asha Ashar *
Bharuch Enviro Infrastructure Limited Mr. Navin Ashar *
Bloom Packaging Private Limited * relative of key management personnel.
Bloom Seal Containers Private Limited
165
Global
32 RELATED PARTY DISCLOSURES (Contd.)
(b) The following transactions were carried out with the related parties in the ordinary course of business as disclosed in the
audited accounts of the individual companies in the Group.
(Rs. Lacs)
YEAR ENDED 31-Mar-13 YEAR ENDED 31-Mar-12
Joint Associate Other TOTAL Joint Associate Other TOTAL

Venture Companies related Venture Companies related
NATURE OF TRANSACTIONS Companies parties Companies parties
1. INCOME
a) SALE OF GOODS (NET OF
2,187 4,211 646 7,044 2,991 2,116 479 5,586
REBATES AND DISCOUNTS)
Sipcam UPL Brasil S.A. - 3,828 - 3,828 - 1,298 - 1,298
Hodogaya UPL Co. Limited. 2,077 - - 2,077 2,870 - - 2,870
Others 110 383 646 1,139 121 818 479 1,418
b) OTHER INCOME - 1,788 - 1,788 76 - - 76
Advanta International B.V - 1,788 - 1,788 - - - -
Nisso TM LLC - - - - 76 - - 76
c) MANAGEMENT FEES - - 581 581 - - 485 485
Tatva Global Environment
- - 506 506 - - 485 485
Limited
Others - - 75 75 - - - -
d) SALE OF ASSETS - - 18 18 - - - -
Bharuch Enviro
- - 18 18 - - - -
Infrastructure Limited
e) RENT RECEIVED - - 25 25 - - 18 18
Uniphos Envirotronic
- - 24 24 - - 18 18
Private Limited
Others - 1 1 - - - -
f) QUANTITY DISCOUNT
- - 126 126 - - - -
RECEIVED
Uniphos International
- - 126 126 - - - -
Limited
g) SERVICES - 12 - 12 - - - -
Advanta Semillas SAIC - 12 - 12 - - - -
2. EXPENSES
a) PURCHASES OF GOODS 1,563 3,004 2,938 7,505 4,514 19,199 4,320 28,033
Advanta India Limited - 1,095 - 1,095 - 16,707 - 16,707
Hodogaya UPL Co. Limited. 1,563 - - 1,563 2,008 - - 2,008
Advanta Seed International
- 1,578 - 1,578 - - - -
Mauritius
Nisso TM LLC - - - - 2,506 - - 2,506
Bloom Seal Containers
- - 1,382 1,382 - - 1,199 1,199
Private Limited.
Others - 331 1,556 1,887 - 2,492 3,121 5,613
b) FIXED ASSETS - 54 32 86 - - 431 431
Sadafuli Finvest Private
- - 17 17 - - - -
Limited
Gharpure Engineering &
- - - - - - 405 405
Construction
- - 11 11 - - - -
Private Limited
Chemi Synth (Vapi)
- 54 - 54 - - - -
Limited.
Others - - 4 4 - - 26 26
c) OTHERS - - 21 21 - - - -
Vikram Farm - - 21 21 - - 10 10
d) SERVICES - 7 3,314 3,321 - 321 3,225 3,546
Bharuch Enviro
- - 3,189 3,189 - - 3,076 3,076
Infrastructure Limited
Others - 7 125 132 - 321 149 470
(Rs. Lacs)

e) RENT - 169 344 513 - - 40 40
Sanguine Holdings Private
- - 7 7 - - 12 12
Limited
Accolade Properties Private
- - 160 160 - - - -
Limited
- - 154 154 - - - -
Limited
Advanta India Limited - 169 - 169 - - - -
Others - - 23 23 - - 28 28
f) ROYALTY - 889 - 889 - - - -
g) RESEARCH &
- 1,538 - 1,538 - - - -
DEVELOPMENT EXPENSES
Advanta India Limited - 1,538 - 1,538 - - - -
h) COMMISSION GIVEN - - 2 2 - 487 - 487
Advanta India Limited - - - - - 487 - 487
Others - - 2 2 - - - -
i) INTANGIBLE ASSETS - - 412 412 - - 520 520
Jai Research Foundation - - 412 412 - - 520 520
j) CAPITAL ADVANCES GIVEN - - 1,000 1,000 - - - -
UPL Environmental
- - 1,000 1,000 - - - -
Engineers Limited
3. FINANCE
a) INTEREST PAID - - 4 4 - - 289 289
Demuric Holdings
- - 4 4 - - 258 258
Private Limited
Others - - - - - - 31 31
b) INTEREST RECEIVED - 1,451 1,043 2,494 - 2,426 317 2,743
Uniphos Enterprises
- 749 749 - - 242 242
Limited
Others - 51 294 345 - - 75 75
c) LOAN /INTER
CORPORATE DEPOSITS - 8,621 11,886 20,507 - 27,560 20,135 47,695
GIVEN
Advanta Holdings B.V - - - - - 24,420 - 24,420
Uniphos Enterprises
- - 9,395 9,395 - - 15,004 15,004
Limited
Advanta Seed
- 5,971 - 5,971 - - - -
International Mauritius
Tatva Global
- - 1,441 1,441 - - 3,180 3,180
Environment Limited
Others - - 1,050 1,050 - - 1,951 1,951
167
Global
(Rs. Lacs)

d) LOANS / INTER
COMPANY DEPOSITS
- 2,087 - 2,087 - - 10,254 10,254
TAKEN DURING THE
YEAR
Demuric Holdings
- - - - - - 8,920 8,920
Private Limited
Advanta Holdings B.V - 2,087 - 2,087 - - - -
Others - - - - - - 1,334 1,334
e) SALE/REDEMPTION
OF SHARES/NCD/ - 4,431 - 4,431 - 23,570 9,522 33,092
COMMERCIAL PAPER
Demuric Holdings
- - - - - - 9,522 9,522
Private Limited
f) PURCHASE OF SHARES/
NCD/COMMERCIAL - 8,945 9,870 18,815 - 3,014 15,626 18,640
PAPERS
Demuric Holdings
- - 9,870 9,870 - - 15,626 15,626
Private Limited
Others - 75 - 75 - - - -
g) REPAYMENT OF LOAN
- 8,621 13,467 22,088 - 27,560 17,884 45,444
GIVEN
Advanta Holdings B.V - - - - - 24,420 - 24,420
Advanta Seed
- 5,971 - 5,971 - - - -
Uniphos Enterprises
- - 9,395 9,395 - - 14,334 14,334
Limited
UPL Environmental
- - 2,550 2,550 - - - -
Engineers Limited
Others - - 1,522 1,522 - - 3,550 3,550
h) REPAYMENT OF LOAN
- - 179 179 - - 11,396 11,396
TAKEN
Uniphos Enterprises
- - - - - - 1,404 1,404
Limited
Nerka Chemicals Private
- - - - - - 600 600
Limited
Demuric Holdings Private
- - 179 179 - - 9,392 9,392
Limited
i) ALLOTMENT OF BONDS - 1,500 - 1,500 - - - -
UPL Investment Private
- 1,500 - 1,500 - - - -
Limited
32 RELATED PARTY DISCLOSURES (Contd.) (Rs. Lacs)

4. REIMBURSEMENTS
a) RECEIVED - 51 51 102 - 1,481 22 1,503
Advanta International
- - - - - 1,480 - 1,480
B.V
- - - - - - 3 3
Private Limited
Uniphos Enterprises
- - 30 30 - - - -
Limited
Nerka Chemicals Private
- - 17 17 - - 15 15
Limited
Others - 5 4 9 - 1 4 5
b) MADE 3 352 79 434 - 44 3 47
Advanta India Limited - 348 - 348 - 33 - 33
- - 78 78 - - - -
Limited
Unicorn Seeds 8 8
Others 3 4 1 8 - 3 3 6
5. TRANSFER OF SECURITY
- 2 - 2 - 3 - 3
DEPOSIT FROM
6. TRANSFER OF
CUSTOMER BALANCES - 15 - 15 - 3 - 3
FROM
7. TRANSFER OF
- - - - - 204 - 204
ADVANCES FROM
Others - - - - - 14 - 14
8. TRANSFER OF EMPLOYERS
- - - - - 103 - 103
LIABILITY FROM
Unicorn Seeds - - - - - 28 - 28
9. TRANSFER OF SECURITY
- - - - - - 2 2
DEPOSIT TO
- - - - - - 2 2
Private Limited
10. OUTSTANDINGS AS AT
BALANCE SHEET DATE
a) PAYABLES 735 1,641 207 2,583 1,534 6,637 1,127 9,298
Advanta India Limited - 530 - 530 - 5,849 - 5,849
Uniphos Enterprises
- - - - - - 939 939
Limited
Hodogaya UPL Co.
735 - - 735 1,534 - - 1,534
Limited.
Advanta Seed
- 625 - 625 - - - -
PT Advanta Seeds
- 370 - 370 - - - -
Indonesia
Others - 116 207 323 - 788 188 976
169
Global
32 RELATED PARTY DISCLOSURES (Contd.) (Rs. Lacs)

b) RECEIVABLES 624 3,252 52 3,928 889 523 106 1,518
Sipcam UPL Brasil S.A. - 2,516 - 2,516 - 318 - 318
Chemi Synth (Vapi)
- - - - - 204 - 204
Limited.
Hodogaya UPL Co.
599 - - 599 866 - - 866
Limited.
Advanta International
565 - 565 - - - -
B.V
Others 25 171 52 248 23 1 106 130
c) CAPITAL ADVANCES - - 1,000 1,000 - - - -
UPL Environmental
- - 1,000 1,000 - - - -
Engineers Limited
d) LOANS PAYABLE - 2,087 - 2,087 - - 179 179
Advanta Holdings B.V - 2,087 - 2,087 - - - -
Demuric Holdings
- - - - - - 179 179
Private Limited
e) LOANS GIVEN - - - - - - 1,581 1,581
UPL Environmental
- - - - - - 1,500 1,500
Engineers Limited
Others - - - - - - 81 81
f) MANAGEMENT FEES
- - 270 270 - - 935 935
RECEIVABLE
Tatva Global
- - 251 251 - - 935 935
Environment Limited
Others - - 19 19 - - - -
g) INTEREST RECEIVABLES - 646 102 748 - 501 53 554
Tatva Global
- - - - - - 25 25
Environment Limited
Others - 51 102 153 - - 28 28
h) DEPOSITS GIVEN - - 510 510 - - 510 510
Daman Ganga Pulp and
- - 400 400 - - 400 400
Papers Private Limited
Bloom Packaging Private
- - 75 75 - - 75 75
Limited.
Others - 35 35 - - 35 35
i) GUARANTEES GIVEN
ON BEHALF OF - 27,143 - 27,143 - 25,438 - 25,438
ASSOCIATES
j) BOND APPLICATION
- - - - - 1,500 - 1,500
MONEY
UPL Investment Private
- - - - - 1,500 - 1,500
Limited
c) Transactions with Directors of the Holding Company and their Relatives YEAR ENDED YEAR ENDED
31-Mar-13 31-Mar-12
Rs. lacs Rs. lacs
Nature of Transactions
Remuneration 2,381 2,090
Rent Paid 155 150
Professional Fees 13 76
Outstandings as at the Balance Sheet Date

Remuneration Payable 309 329
Sundry Deposits given 53 53
Professional fees payable/(receivable) 1 1
33 FOREIGN EXCHANGE DERIVATIVES AND EXPOSURES OUTSTANDING AS AT BALANCE SHEET DATE
31-MAR-13 31-MAR-12
Purpose -
Amount Amount
Nature of Instrument Currency Hedging/
outstanding outstanding
Speculation
( in ‘000)” ( in ‘000)”
(a) Forward contract - Sell USD 34,150 46,000 Hedging

(b) Derivative contracts
(i) Full Currency Interest Rate Swap USD 247,726 189,994 Hedging
contracts - payable
(ii) Full Currency Interest Rate Swap USD 2,092 - Hedging
contracts - receivable
(c) Un-hedged Foreign Currency Exposure on:
1 Payable USD 255,393 461,137
EUR 17,985 6,714
GBP 61 51
JPY 135 -
CHF - 89
DKK 960 722
CAD - 20
PLN 10 -
MUR 37 -
2 Receivable USD 171,295 147,437

EUR 24,271 20,977
GBP 134 49
AED - 21
CHF - 78
DKK 99 5,643
JPY 968 968
AUD 774 -
MUR 9 -
171
Global
34 LEASE COMMITMENTS
31-Mar-13 31-Mar-12
Rs. lacs Rs. lacs
A Finance Leases
Future Minimum Lease Payments in respect of assets acquired under finance leases
are as under:
i) Payable not later than 1 year 40 233
ii) Payable later than 1 year and not later than 5 years 3 28
Total Minimum Lease Payments 43 261
Less: Future Finance Charges - 2
Present Value of Minimum Lease Payments 43 259
B Operating Leases
The minimum annual rentals under the operating leases are as under:
i) within one year 280 294
ii) between two and five years 292 511
iii) above five years 42 -
Lease rent debited to the statement of profit and loss is Rs. 6,401 lacs (Previous Year: Rs. 4,392 lacs)
There is no contingent rent recognised in the statement of profit and loss.
General description of the leasing arrangement:

The Group has entered into operating lease arrangements for its office premises (including utilities), storage locations and
residential premises.
35
A Scheme of Arrangement between the Holding Company and SWAL Corporation Ltd. and their respective Shareholders’ under
Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the Appointed Date of 1st
April 2007, was sanctioned by the Hon’ble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat
on 16th April 2008 and became effective from 30th April 2008.
As per the said scheme, reduction of Capital under Sections 100 to 103 of the Companies Act, 1956 was sanctioned and
accordingly the debit balance aggregating to Rs. 56,212 lacs in respect of Product Registrations and Product Acquisitions
appearing as on 31st March 2007, has been debited to the Securities Premium Account and the General Reserve after adjusting
for Deferred Tax arising on account of these assets amounting to Rs. 2,525 lacs on that date.
As per the ICAI announcement, expense adjusted directly to reserve is net of its tax effect. As per the Court order legal advice
obtained, the Holding Company has taken a consistent view that the tax benefit available is not to be adjusted in respect of
amortization of the product registrations and product acquisitions adjusted to the Reserves. The difference in provision for
taxation for the year due to this is Rs. 939 lacs (Previous Year: Rs. 1,252 lacs) though overall, there is no impact on the aggregate
of Reserves and Surplus of the Group.
36 RETIREMENT BENEFITS
Disclosure as required by Accounting Standard (AS) - 15 (Revised 2005) “Employee Benefits” notified by the Companies
(Accounting Standards) Rules, 2006, as amended, are given below:
a) The amounts recognised in the statement of Profit and Loss are as follows:
(i) Defined Contribution Plan Provident Fund
31-Mar-13 31-Mar-12
Rs. lacs Rs. lacs
Current service cost included under the head - Employee Benefits Expense 773 634
36 RETIREMENT BENEFITS (Contd.)
(ii) Defined Contribution Plan Superannuation Fund

31-Mar-13 31-Mar-12
Rs. lacs Rs. lacs
Current service cost included under the head - Employee Benefits Expense 546 449
b) Defined Benefit Plan :

United Phosphorus Limited (India) and SWAL Corporation Limited has a defined benefit gratuity plan.
RiceCo, LLC has a defined benefit pension plan.
Gratuity Pension
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Current service cost 251 194 29 44
Interest cost on benefit obligation 146 125 66 61
Expected return on plan assets (176) (199) (101) (79)
Net actuarial (gain)/loss recognised during the year 61 98 31 29
Amount included under the head - 'Employee Benefits Expense' 282 218 25 55
Actual return on plan assets 192 165 112 70
c) The amounts recognised in the Balance Sheet are as follows:

Defined Benefit Plan - Pension
Gratuity (Funded)
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Present value of funded obligation 2,224 1,856 1,822 1,414
Present value of unfunded obligation (45) (46) - -
Less: Fair value of plan assets 2,057 1,860 1,376 1,225
Net Liability is included in Note no. 7 Provisions 167 (4) 446 189
Net Asset is included in Note no 14 - Loans and Advances 45 46 - -
d) Changes in the present value of the defined benefit obligation representing reconciliation of opening and closing balance
thereof are as follows:
Gratuity Pension
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Opening defined benefit obligation 1,810 1,477 1,506 1,188
Interest cost 146 125 68 65
Current service cost 251 194 31 47
Liability Transferred in - 60 - -
Benefits paid (115) (117) (40) (35)
Actuarial (gains)/loss on obligation 87 71 257 149
Closing defined benefit obligation 2,179 1,810 1,822 1,414
173
Global
e) Changes in the fair value of plan assets are as follows:
Gratuity Pension
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Opening fair value of plan assets 1,855 1,688 1,304 980
Expected return 176 199 112 75
Contibutions made by employer during the year - - - 204
Benefits paid - - (40) (34)
Actuarial Gain/(Loss) on plan assets 26 (27) - -
Closing fair value of plan assets 2,057 1,860 1,376 1,225
Gratuity Pension
Rs. Lacs Rs. Lacs
f) Expected contribution to defined benefit plan for the year 2013-14 167 87
g) The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
Gratuity
31-Mar-13 31-Mar-12
% %
Investments with insurer under:
Funds Managed by Insurer 100.00 100.00
Pension
31-Mar-13 31-Mar-12
% %
(a) Equity Securities 60.00 59.00
(b) Debt Securities 40.00 41.00
(c) Other - -
h) The principal actuarial assumptions at the Balance Sheet date.

Gratuity
31-Mar-13 31-Mar-12
Discount rate 8.10% - 8.20% 8.50%
Expected rate of return on plan assets 9.00% - 9.50% 8.00%
Mortality table Indian Assured LIC (1994 - 96)
Lives Mortality published table of
(2006-08) Ult. Mortality Rates
Proportion of employees opting for early retirement 5% at younger 5% at younger ages
ages and reducing and reducing to
to 1% at old age 1% at old age on
on graduated scale graduated scale
The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and
other relevant factors such as supply and demand in the employment market.
Pension
31-Mar-13 31-Mar-12
Discount rate Projected Benefit Obligation 4.00% 4.50%
Rate of Increase in Compensation Levels 3.00% 3.00%
Expected Long Term rate of Return on Assets 8.00% 8.00%
i) Experience Adjustment
Gratuity
31-Mar-13 31-Mar-12
Rs. Lacs Rs. Lacs
Experience adjustments on plan liabilities (Gain)/Loss 15 67
Experience adjustments on plan Assets (Gain)/Loss 24 (27)
Amounts for the current and previous four periods are as follows:
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10
Gratuity
Defined benefit obligation 2,224 1,856 1,435 1,098
Plan assets 2,057 1,860 1,602 1,402
Surplus / (deficit) (167) (1) 167 304
Experience adjustments on plan liabilities 15 67 (138) (143)
37 DISCLOSURE RELATING TO PROVISIONS

i) Environmental Provision:
The Group’s operations are subject to environmental laws and regulations in the jurisdictions in which we operate. Some of
these laws restrict the amount and type of emissions that group’s operations can release into the environment. Group has made
necessary provision required by respective local laws. The out flow of which would depend on the cessation of the respective
events.
ii) Reorganization Provision:

Due to a downward trend and a stronger competition, management has announced a cost reduction plan which includes a
decrease in headcounts and other costs. The Group made provision in respect of the same and outflow is expected on cessations
of the respective events.
iii) Labour / Employee Claim Provision:

The Group is parties to various lawsuits that are at administrative or judicial level or in their initial stages, involving labour, tax
and civil matters. The Group contest in court all claims and based on the assessment of their legal counsel, record a provision
when the risk of loss is considered probable. The outflow is expected on cessations of the respective events.
iv) Privision for Contingencies :

The Group has considered provision for contingencies based on the best estimate of management of possible outflow relating
to customs assessment on imports.
The movements in the above provisions are summarized below:

Environmental Reorganisation Labour / Employee Provision for
Provision Provision Claim Provision Contingencies
31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12
Opening balance 898 838 356 526 1,575 - - -

Additions on Acquisition of subsidiaries - - - - - 1,612 - -
Provisions:
- Created - - 22 7 - - 2,171 -
- Utilised - - - (214) - - - -
- Reversed - - - - - - - -
Foreign currency translation effect 20 60 9 37 (49) (37) - -
Closing balance 918 898 387 356 1,526 1,575 2,171 -
Overview
38 SEGMENT INFORMATION (Rs. lacs)
Strategy
and review
1. Information about Primary Business Segments

CEO’s
Global
Particulars 31-Mar-13 31-Mar-12

statement
Non Agro Agro Non Agro

Agro Activity Unallocated Total Unallocated Total
Activity Activity Activity
Revenue
strength
Corporate
External 877,642 41,172 638 919,452 731,826 33,991 1,315 767,132

Intersegment (22,512) 22,512 - - (32,659) 32,659 - -
MDA
Total Revenue 855,130 63,684 638 919,452 699,167 66,650 1,315 767,132
Segment Results
Contribution 158,672 3,180 - 161,852 130,920 6,264 - 137,184
focus
Area of
Intersegment profit (3,793) 3,793 (5,964) 5,964 -

Total segment results 154,879 6,973 - 161,852 124,956 12,228 - 137,184
Risk
Unallocated expenses net of unallocated income 21,046 18,788

mitigation
Finance costs 42,896 41,464

Exceptional item 1,504 1,845
Notice
Prior period 2,018 2,217

Profit before taxation 94,388 72,870
Provision for Taxation
Secretarial
Minimum alternative tax credit entitlement - (192)

tax effect of earlier year (84) 377
Financials
Deferred tax (1,733) 937

Net Profit after Tax before Minority interest and Income
74,071 60,069
from Asssociates
Minority interest 156 (535)
Profit/(Loss) from associates 3,601 (3,512)
Prior period adjustments-associate (368) (467)
Net profit for the year 77,460 55,555
175
176
38 SEGMENT INFORMATION (Contd.) (Rs. lacs)
Particulars 31-Mar-13 31-Mar-12

Non Agro Agro Non Agro

Agro Activity Unallocated Total Unallocated Total
Activity Activity Activity
Other Information
Segment Assets 807,930 36,411 400,965 1,245,306 731,798 39,303 265,789 1,036,890
Segment Liabilities 276,997 2,701 477,663 757,361 179,966 5,936 408,687 594,589
Capital Expenditure 50,831 2,675 1,587 55,093 123,688 4,098 7,417 135,203
Depreciation 10,480 3,559 1,581 15,620 8,046 3,987 1,275 13,308

Amortisation 19,639 0 113 19,752 15,861 - 69 15,930
Non Cash expenses other than depreciation 12,915 246 146 13,307 2,048 379 1,293 3,719
Overview
38
Strategy
and review
2. Information about Secondary Business Segments

(Rs. lacs)
CEO’s
Global
Current Year Previous Year

statement
North Latin North Latin

India Europe ROW Total India Europe ROW Total
America America America America
Revenue by Geographical
strength
Corporate
Market
External 178,582 169,816 187,355 250,854 132,845 919,452 169,847 140,443 142,330 196,052 118,460 767,132
MDA
Internal - - - - - - - - - - - -
Total 178,582 169,816 187,355 250,854 132,845 919,452 169,847 140,443 142,330 196,052 118,460 767,132
focus
Carrying amount of Segment

Area of
403,410 233,226 177,990 310,118 120,562 1,245,306 343,067 146,625 150,521 296,633 100,044 1,036,890
Assets
Addition to Fixed Assets
13,889 18,532 4,650 7,040 2,945 47,056 13,915 11,900 3,574 75,876 3,789 109,054
Risk
(including Intangible assets)

mitigation
3. Notes
(1) The business of the Group is divided into two business segments. These segments are the basis for management control and hence form the basis for reporting. The business of each
Notice
segment comprises of:

a) Agro activity – This is the main area of the Group’s operation and includes the manufacture and marketing of conventional agrochemical products, seeds and other agricultural related
products.
b) Non-agro activity – Non agro activities includes manufacture and marketing of industrial chemical and other non agricultural related products.
Secretarial
(2) Segment Revenue in the above segments includes sales of products net of taxes.
(3) Inter Segment Revenue is taken as comparable third party average selling price for the year.
Financials
(4) Segment Revenue in the geographical segments considered for disclosure are as follows:
a) Revenue in India includes sales to customers located within India.
b) Revenue in Europe includes sales to customers located within Europe.
c) Revenue in North America includes sales to customers located within North America.
d) Revenue in Latin America includes sales to customers located within Latin America.
e) Revenue in Rest of world includes sales to customers located other than above Geographic segments.
(5) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
177
178
The Company has availed the exemptions as per notification dated February 8, 2011 issued by the Ministry of Corporate Affairs (MCA) under Section 212 of the Companies Act,
1956. Accordingly the information in aggregate for each subsidiary including subsidiaries of subsidiaries is as follows:
Statement pursuant to exemption received under section 212(8) of the Companies Act, 1956
relating to subsidiary companies (Rs. lacs)
39 Financial Year: 2012-13

Sl.No Name of the Reporting Exchange Capital Reserves Total Total Investment Turnover Profit Provision Profit Proposed
Subsidiary Company Currency Rate Assets Liabilities other than before for after Dividend
Investment Taxation Taxation Taxation
in
Subsidiary
Shroffs United Chemicals
1 INR 1.00 5 17 22 0 - - 2 (0) 1 -
Limited, India
SWAL Corporation Limited,
2 INR 1.00 802 3,430 20,777 8,171 36,990 1,638 (543) 1,095 -
India 16,838.55
United Phosphorus (India)
3 INR 1.00 10 (0) 10 0 - - 1 (0) 0 -
LLP, India
United Phosphorus Global
4 INR 1.00 10 0 10 0 - - 1 (0) 1 -
LLP, India
United Phosphorus Limited,
5 GBP 82.19 34,983 5,182 114,528 74,363 - 76,160 1,662 (441) 1,220 -
U.K.
United Phosphorus GMBH
6 EUR 69.46 17 616 15,597 14,963 - 23,464 592 (195) 398 -
- Germany
United Phosphorus Polska
7 PLN 16.61 1 (13) 33 45 - - (14) - (14) -
Sp.z o.o - Poland
8 AgriChem B.V. EUR 69.46 13 7,385 24,620 17,482 260 19,658 1,252 (328) 924 -
SD Agchem (Netherlands)
9 EUR 69.46 13 2,220 6,489 4,257 - - (113) 28 (85) -
B.V.
10 Agricultural Chemicals N.V. EUR 69.46 69 1,036 1,632 527 - 1,479 174 (51) 123 -
11 AgriChem Helvetia GmbH., CHF 56.97 80 (40) 54 14 - - 1 (0) 1 -
12 AgriChem Polska Sp.Z.O.O. PLN 16.61 13 (25) 6 18 - - (19) - (19) -
13 Cerexagri B.V. - Netherlands EUR 69.46 15,704 3,691 31,993 12,598 - 26,513 1,289 (315) 974 -
United Phos Brazil Plus BV
14 EUR 69.46 - - - - - - (6) - (6)
(Refer Note:4)
United Phosphorus
15 EUR 69.46 51,208 (151) 54,406 3,350 - 263 (112) 28 (84) -
Holdings Cooperatief U.A.
United Phosphorus
16 EUR 69.46 13 49,328 238,850 189,510 - 264 (354) (19) (372) -
Holdings B.V., Netherlands
Decco Worldwide
17 Post-Harvest Holdings EUR 69.46 2,588 (32) 2,592 36 - - (6) - (6) -
Cooperatief U.A.
Overview
relating to subsidiary companies
Strategy
39 (Contd.)
and review
Sl.No. Name of the Reporting Exchange Capital Reserves Total Total Investment Turnover Profit Provision Profit Proposed
CEO’s
Global
statement

in
Subsidiary
strength
Decco Worldwide Post-

Corporate
18 EUR 69.46 13 2,993 10,776 7,770 - - (396) - (396) -

Harvest Holdings B.V.
United Phosphorus Holding,
MDA
19 Brazil B.V. (Formerly known EUR 69.46 13 8,449 85,255 101,076 24,283 265 (2,741) 407 (2,334) -
as Regentstreet B.V.)
Desarrollo Quimico
20 Industrial, S.A., Spain (Refer EUR 69.46 - - - - - - - - - -
focus
Area of
Note: 3)
Cerexagri Italia S.R.L.(Refer
21 EUR 69.46 69 1,863 16,538 14,606 - 17,016 489 (187) 302 -
Note:5)
Risk
United Phosphorus Italy

22 EUR 69.46 - - - - - - - - - -
mitigation
S.R.L.(Refer Note:5)
Compania Espanola
Industrial Quimica de
Notice
23 Productos Agricolas Y EUR 69.46 38 3,891 12,920 8,991 15,674 464 (153) 311 -
Domesticos, S.A.U.,Spain
(Refer Note: 3)
Agrindustrial, S.A., Spain
24 EUR 69.46 - - - - - - - - - -
Secretarial
(Refer Note: 3)
Phosfonia, S.L.,Spain (Refer
25 EUR 69.46 - - - - - - - - - -
Note: 3)
Decco Iberica Postcosecha,
Financials
26 S.A.U., Spain (formerly EUR 69.46 125 3,993 5,725 1,607 - 8,056 (107) 28 (79) -
Cerexagri Iberica)
Transterra Invest, S. L. U.,
27 EUR 69.46 5,983 (1,633) 22,538 18,188 - 771 (890) 267 (623) -
Spain
28 Cerexagri S.A.S. EUR 69.46 9,198 7,011 37,744 21,535 - 54,343 488 (181) 307 -
29 Aspen SAS EUR 69.46 1 - 1 - - - - - - -
30 Aspen Holding SAS EUR 69.46 1 (0) 0 - - - (0) - (0) -
179
180
39 (Contd.)

in
Subsidiary
United Phosphorus
31 CHF 56.97 57 (2) 73 18 - - (1) (0) (1) -
Switzerland Limited.
32 Agrodan, ApS DKK 9.32 233 1,494 1,790 63 - - 54 (14) 41 -
33 EUR 69.46 13 (42) 1 30 - - (7) - (7) -
Belgium S P R L
34 Decco Italia SRL,Italy EUR 69.46 730 2,338 4,541 1,473 - 4,104 126 (114) 12 -
JSC United Phosphorus
35 RUB 1.75 1 385 3,322 2,936 - 2,325 92 - 92 -
Limited, Russia
United Phosphorus Inc.,
36 U.S.A. & Subsidiaries (Refer USD 54.29 1 33,896 147,599 113,703 - 182,487 8,384 (2,681) 5,703 -
Note:2)
37 UPI Finance LLC (Refer Note:2) USD 54.29 - - - - - - - - - -
Cerexagri, Inc. (PA) (Refer
38 USD 54.29 - - - - - - - - - -
Note:2)
Cerexagri Delaware, Inc.,USA
39 USD 54.29 - - - - - - - - - -
(Refer Note:2)
Canegrass LLC, USA (Refer
40 USD 54.29 - - - - - - - - - -
Note:2)
Decco US Post-Harvest Inc
41 USD 54.29 0 2,824 9,451 6,626 - 15,381 820 (219) 602 -
(US)
42 Riceco LLC (Refer Note:2) USD 54.29 - - - - - - - - - -
43 Riceco International Inc USD 54.29 3 9,922 15,251 5,326 - 21,093 4,501 - 4,501 -
Bio-win Corporation Limited,
44 USD 54.29 45,382 23,919 439,388 370,627 540 47,502 14,623 (331) 14,291 -
Mauritius
45 Uniphos Limited, Mauritius USD 54.29 166 25,114 25,282 2 - - 19,782 - 19,782 -
46 USD 54.29 2 19,853 53,007 33,152 - (4) 8,115 - 8,115 -
Gibraltar
47 Uniphos Limited, Gibraltar USD 54.29 2 45,010 151,472 106,460 - 123,787 29,060 - 29,060 -
United Phosphorus de
48 MXN 4.39 23 3,133 11,391 8,235 - 25,070 762 (285) 478 -
Mexico, S.A. de C.V.
49 Decco Jifkins Mexico Sapi MXN 4.39 2 (58) 587 643 - 949 (2) (19) (21) -
Global chem Trade Corp.,
50 USD 54.29 - - - - - - (2,338) - (2,338) -
Panama (Refer Note: 4)
Overview

39 (Contd.)
Strategy
and review
CEO’s
in
Global
statement
Subsidiary
51 United Phosphorus do Brasil Ltda BRL 27.03 189 (166) 109 86 - 344 52 (23) 29 -
Uniphos Industria e Comercio de
52 BRL 27.03 21,364 60,310 59,633 - - (8,292) - (8,292) -
strength
Produtos Quimicos Ltda. (20,687)

Corporate
United Phosphorus Indústria E

53 Comércio de Produtos Químicos BRL 27.03 62,847 (2,536) 77,241 16,931 - 125 (1,745) - (1,745) -
MDA
Ltda.
UPL do Brasil Industria e Comércio
de Insumos Agropecuários S.A.
focus
Area of
(Formerly known as DVA Agro

54 BRL 27.03 13,967 31,255 146,843 - 110,748 (98) (337) (435) -
Do Brasil - Comércio, Importação 101,621
Risk
e Exportação de Insumos
Agropecuários S.A.) (Refer Note: 7)
mitigation
United Phosphorus de Colombia

55 COP 29.75 - - - - - - - - - -
Limited (Refer Note: 6)
Notice
Eddyville Consultants Group, Inc.

56 USD 54.29 - - - - - - (76) - (76) -
(Refer Note: 4)
57 Cerexagri Costa Rica, S.A. CRC 0.11 76 (32) 6,616 6,573 - 10,278 (154) 5 (149) -
United Phosphorus Limited de
58 GTQ 6.98 - - - - - - - - - -
Secretarial
Guatemala S.A (Refer Note: 4)

Jiangsu Kaznam Chemical Group.
59 USD 54.29 - - - - - - 5 - - -
(Refer Note: 4)
Financials
60 UP Bolivia S.A. BOB 7.74 4 (134) 758 888 - 641 (77) - (77) -
61 Icona Sanluis S A - Argentina ARS 10.60 315 754 4,598 3,529 - 4,229 99 (17) 81 -
DVA Technology Argentina (Refer
62 BRL 27.03 - - - - - - - - - -
Note: 7)
63 Icona S A - Argentina ARS 10.60 453 (924) 35,646 36,118 - 30,326 (3,018) 1,125 (1,893) -
64 Decco Chile SpA CLP 0.12 1 (43) 703 745 - 608 (41) - (41) -
UPL Colombia S.A.S (Formerly
65 known as Evofarms Colombia SA) COP 29.75 1,744 (182) 7,904 6,343 - 9,627 (196) (122) (318) -
(Refer Note: 6)
181
182
39 (Contd.)
Currency Rate Assets Liabilities other than before for after Dividend
Subsidiary Company
in
Subsidiary
66 Evofarms S.A (Refer Note: 6) COP 29.75 - - - - - - - - - -
United Phosphorus Cayman
67 USD 54.29 0 1,353 23,275 21,922 - 24,220 3,799 (841) 2,958 -
Limited
68 UP Aviation Limited USD 54.29 0 543 6,852 6,309 - - 643 - 643 -
69 AUD 56.49 56 1,109 7,246 6,080 - 9,930 313 (144) 168 -
Australia
United Phosphorus Limited, New
70 NZD 45.40 - 74 177 102 - 401 25 (7) 18 -
Zealand
United Phosphorus (Shanghai)
71 RMB 8.74 0 - - - - - - - - -
Company Limited (Refer Note: 8)
72 United Phosphorus (Korea) Limited KRW 0.05 34 (217) 100 283 - 12 23 - 23 -
United Phosphorus (Taiwan)
73 TWD 1.82 18 (43) 0 25 - - (6) - (6) -
Limited
74 PT. United Phosphorus Indonesia IDR 5.59 55 10 856 791 - 212 (76) - (76) -
PT Catur Agrodaya Mandiri,
75 IDR 5.59 84 (272) 1,875 2,063 - 1,675 (137) - (137) -
Indonesia
76 USD 54.29 1 5,262 17,050 11,787 - 18,332 811 (20) 791 -
Hongkong (Refer Note: 8)
United Phosphorus Corp.
77 PHP 1.33 114 (6) 376 269 - 89 (6) (0) (6) -
Philippines
United Phosphorus Vietnam Co.,
78 VND 2.59 374 1,165 3,350 1,811 - 5,279 566 (35) 531 -
Limited
79 United Phosphorus Limited, Japan JPY 0.58 3,137 1 10,038 20,337 13,437 17,541 (84) (9) (93) -
Anning Decco Fine Chemical Co.
80 RMB 8.74 699 1,482 2,310 129 - 3,927 202 (44) 158 -
Limited, China
Cerexagri Ziraat Ve Kimya Sanayi
81 TRY 29.95 91 3,110 7,937 4,736 - 6,410 1,214 (238) 976 -
Ve Ticaret Limited Sirketi, Turkey
Overview
Strategy
39 (Contd.)
and review
CEO’s
Currency Rate Assets Liabilities other than before for after Dividend
Global
Subsidiary Company
statement

in
Subsidiary
UPL Agromed Tohumculuk Sanayi
strength
82 TRY 29.95 2,543 1,227 7,474 3,704 - 5,982 994 (196) 798 -
Corporate
ve Ticaret
83 Safepack Products Limited ILS 14.89 - 3,798 4,598 799 - 3,948 654 (169) 485 -
MDA
Citrashine (Pty) Ltd (Formerly

84 ZAR 5.88 0 (228) 1,202 1,430 - - 45 - 45 -
Friedshelf 1114 (Pty) Ltd)
Friedshelf 1114 (Pty) Ltd (Formerly
85 ZAR 5.88 1 678 1,696 1,018 - 1,901 (105) 14 (91) -
focus
Citrashine (Pty) Ltd

Area of
86 Samrod Chemicals (Pty) Ltd ZAR 5.88 0 (0) - - - - (4) (0) (5) -
87 Prolong Limited ILS 14.89 - 135 377 242 - 219 (45) - (45) -
Risk
88 Blue star BV EUR 69.46 1 - 1 - - - - - - -

Amt. in lacs
mitigation
Details of Investments of subsidiary companies:

Investments (long term):
In equity shares:
Notice
31 Redeemable Optionally Convertible Debentures in Gowal Consulting Private Limited. 3,101

1,470 (Previous Year: Nil) Non-Convertible Debentures in Advanta India Limited 5,070
20,482 shares of Villa Crop protection (PTY) Ltd. 540
Secretarial
117,000,000 shares of Ishihara Sangyo Kaisha Ltd. 13,416

33 shares of Natural Art KK 21
Investment in Nedab Aps 10
250
Financials
Investment in Kapchem (Ireland) Limited

800,977,779 Equity shares of Sipcam UPL Brazil SA 24,283
Total 46,690
Notes :-
1 As required under para of the Approval Letter dated issued by the Ministry of Company Affairs, Indian Rupees equivalents of
the figures given in foreign currencies in the account of the subsidiary companies, has been given based on exchange rate as
on 31/03/2013
183
39 (Contd.)
2 United Phosphorus Inc., U.S.A. results include the results of Cerexagri Delaware, Inc.; Cerexagri Inc. and Canegrass LLC,
Riceco LLC & UPI Finance LLC.
3 Compania Espanola Industrial Quimica de Productos Agricolas y Domesticos, S.A. results include the results of Desarrollo
Quimico Industrial,S.A. Spain .; Agrindustrial, S.A.; and Phosfonia, S.L.
4 Below entities are disolved/divested during the year:
United Phosphorus Holding, Brazil Plus B.V.

United Phosphorus Limited de Guatemala S.A
Global chem Trade Corp., Panama
Eddyville Consultants Group, Inc.
Jiangsu Kaznam Chemical Group.
5 During the year, United Phosphorus Italy S.R.L. was merged with Cerexagri Italia S.R.L.
6 During the year, Evofarms S.A and United Phosphorus de Colombia Limited were merged in UPL Colombia S.A.S (Formerly
known as Evofarms Colombia S.A)
7 UPL do Brasil Industria e Comércio de Insumos Agropecuários S.A. results include the result DVA Technology Argentina
8 United Phosphorus Limited, Hongkong results include the results of United Phosphorus (Shanghai) Company Limited
9 Exchange rate in INR is per thousand of COP, IDR & VND.
40 Buy-back of Shares of the Holding Company:

During the year, the Holding Company has completed the process of the buy-back and has accepted a total of 1,92,00,000
equity shares at a total consideration of Rs. 22,348 lacs (excluding brokerage, taxes and other charges). Accordingly, the face
value of shares bought back amounting to Rs. 384 lacs has been adjusted against share capital and the balance amount of Rs.
21,964 lacs and related expenses amounting to Rs. 109 lacs have been adjsuted in secuties premium.
41
In view of acquisitions, sale/liquidation of subsidiaries, sale/ liquidation of Joint venture and acquisition of associates during the
year, the current year figures are not comparable with those of the previous year.
42
Previous Year figures have been re-grouped / re-arranged wherever necessary.

Corporate information
Board Of Directors Registered Office
Mr. R. D. Shroff - Chairman & Managing Director 3-11, G.I.D.C., Vapi,
Mrs. S. R. Shroff - Vice Chairman Dist. : Valsad, Gujarat-396 195.
Mr. J. R. Shroff - Global CEO of the Group Tel.: 0260-2400717 Fax: 0260-2401823
Mr. V. R. Shroff - Executive Director
Mr. A. C. Ashar - Director – Finance
Bankers
Dena Bank
Mr. K. Banerjee - Whole - Time Director
Bank Of Baroda
Mr. Pradeep Goyal
State Bank Of India
Dr. P. V. Krishna
Union Bank Of India
Dr. Reena Ramachandran
Canara Bank
Mr. Pradip Madhavji
IDBI Bank Ltd.
Mr. Vinod Sethi
The Karur Vysya Bank Ltd.
Mr. Chirayu R. Amin (upto 23-10-2012)
Axis Bank Ltd.
Mr. Suresh P. Prabhu (w.e.f. 30-1-2013)
Andhra Bank
Company Secretary State Bank Of Hyderabad
Mr. M. B. Trivedi Export-Import Bank Of India
ICICI Bank Ltd.
Auditors ING Vysya Bank Ltd.
S.V.Ghatalia & Associates LLP
Administrative Office 8, Shri Krishna Commercial Centre,
Uniphos House, C.D.Marg,
Ground Floor, Opp. Raheja Solitaire,
Khar (West), Mumbai- 400 052
6, Udyog Nagar, Off S. V. Road,
Tel.: 2646 8000 Fax: 2604 1010
Goregaon (West), Mumbai- 400 062.
product [email protected]
A

Uniphos House, C. D. Marg
Madhu Park, Khar (West)
Mumbai 400 052.

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What makes United Phosphorus one

of the most profitable agrochemical

We cannot guarantee that these forward looking statements will be realised,

We undertake no obligation to publicly update any forward-looking statements,

Inside the document

There are hundreds

Knowledge of crops. Knowledge of pest action. Knowledge of

Over the years, the combination

Legacy Product profile (Agrochemicals)

Vietnam, Colombia, The Netherlands, Italy, UNIQUAT LANCER GOLD

subsidiaries Phosphorus Pentoxide (P205) Tris Tridecyl Phosphite (TTDP)

statutory authorities to market agrochemicals Hybrid mustard Water melon

Key product profile

Revenue (Rs. crore)

EBIDTA (Rs. crore)

I am happy to present the 2012-13

This performance was also a

The convergence of a number of

The first signs are visible: food

The agrochemical sector can

2,306 0.21 70,000

10,000 0.20 378

Integrated and efficient processes

The Company has progressively reinvested in

In the manufacture of crop protection Phosphorus, Mancozeb, Aluminium Phosphide,

The integrated business model of UPL

Basic and applied

Active ingredient Formulation and Marketing and

A sustained new product

The Company evolved its product mix from

In the business of crop  The Company invested in new

Branded products Generic products

An extensive marketing footprint has

The Company is present across all the key

In the business of crop (through toxicology, eco-toxicology

A successful acquisition capability has

The most recent acquisition of DVA

In the business of crop  The Company’s acquisitions

A robust Balance Sheet has helped

The Company’s average

In the competitive business of crop  The Company possessed sound gearing

 The Company is attractively capitalised; Result: The Company posted an EBIDTA

Statement by the Global CEO

Q. How would you appraise in revenues; Brazilian revenues climbed

Q. What reasons helped  We retained our share (50%) of a

Positioning Experience Scale

Spread Footprint Brand

Asset quality Swing capacity Acquisitions

Range Processes Financials

Integration Value chain Registrations

Research Supply chain Governance

UPL’s business model

Industry characteristics Implications and opportunities

Contributing to shareholder value

The global economy is [Source: World Economic Outlook,

GDP growth and point contribution of different sectors

Agricultural & allied Industry Services GDP FC

[Source: Economic Survey 2012-13]

2010 2011 2012 (P) 2013 (P) 2014 (P)

In the business of crop The Company invested in new

In the business of crop The Company’s acquisitions

In the competitive business of crop The Company possessed sound gearing

The Company is attractively capitalised; Result: The Company posted an EBIDTA

Q. What reasons helped We retained our share (50%) of a

Benefits of using pesticides Pesticides prevented disease outbreaks through the

Foreign currency UPL engaged in adequate forex forward cover.