Home  »  Company  »  UPL  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of UPL Ltd.

Mar 31, 2013

The Directors have the pleasure of presenting their report and audited accounts for the year ended on 31st March, 2013.

Financial Results:

(Rs. In lakhs)

Consolidated Standalone

Current Year Previous Year Current Year Previous Year

Total Revenue 929,447 776,365 407,376 345,949

Earnings before interest, tax, depreciation, amortisation, 176,178 147,634 56,097 61,482 exceptionals, prior period adjustments and minority interest

Depreciation/amortisation 35,372 29,238 15,776 14,349

Finance cost 42,896 41,464 10,599 16,437

Exceptional items 1,504 1,845 - -

Prior period adjustments 2,018 2,217 - -

Minority interest -156 535 - -

Profit before tax 94,544 72,335 29,722 30,696

Provision for taxation

Current tax 22,134 11,679 7,930 6,199

MAT credit entitlements - -192 - -192

Deferred tax -84 937 940 2,046

Tax effect of earlier year -1,733 377 39 -61

20,317 12,801 8,909 7,992

Profit after tax 74,227 59,534 20,813 22,704

Profit / (Loss) from associates 3,233 -3,979 - -

Net profit for the year 77,460 55,555 20,813 22,704

Operational performance:

During the year, rainfall in India was erratic. There was delay in the arrival of the monsoon, adversely affecting the kharif crops. Although in the later part, the monsoon picked up which turned out to be favourable for the rabi crops. However, in most parts of the country, there was drought-like situation. Due to water shortage, cotton and rice acreage in the country decreased. Herbicide application in rice and soya bean came down. During the year, it was heartening to note that apart from the Northern states of the country, the Eastern states are also being classified as food baskets for the country with improved production of many food and vegetable crops.

This is a good sign for the country which can take credit for being one of the leading producers of the world for soya bean, cotton, sugarcane, rice and certain cereals.

On the global front, Latin American countries like Brazil, Argentina, Colombia, among others, witnessed higher demand for Company''s agrochemicals. In the US, initial planting of corn started on a good note. However, due to droughts in later part of the season, farmers shifted the production to other crops. This had an adverse impact on sales.

The prices of most of the inputs were stable during the year. The commodity prices, except cotton, sustained or rose slightly.

During the year, the US dollar became stronger against most major currencies. In India, a very tight monetary policy with high interest rates was followed to bring down inflation but this impacted the overall economic growth very badly. However, of late, there have been signs of inflation easing out which gives hopes for reduction in rates of interest in the near future.

The economic scenario is changing. The world seems to be coming out of recession witnessed in last five years. The US economy is showing definite signs of revival. In Europe, some of the countries are still suffering and it will take more time for these countries to revive their economies.

It is heartening to note that Company''s sales are going up in all parts of the world, be it the US, Europe, Africa, Asia and Australia. Latin American markets, especially Brazil, have emerged as very prospective markets and in the years to come, there is a very high potential to improve the sales in these markets.

During the year, despite sluggish conditions in most of the markets, the Company has performed very well. Some of the highlights of global performances are as under:

(a) Revenue from operations has increased by 20% to Rs.9,294 crores.

(b) EBIDTA has gone up by 19%.

(c) Profit before taxes have gone up by 30% to Rs.945 crores.

(d) Profit for the year has gone up by 39% to Rs.775 crores.

Future outlook:

For the coming year, with a normal monsoon predicted for India the Company''s performance in India is likely to improve. On the global front, the potential of Latin American market looks robust, especially Brazil. With commodity prices expected to be stable or slightly rising, offtake of agrochemicals will improve. The Company has taken many initiatives in terms of supply chain management which will reduce the overall cost of production for the Company. The Company is also entering new potential markets, such as South Africa, Phillipines, among others. Over the next five years, the Company is poised to register high growth.

Dividend:

Your Directors have recommended dividend of 125% i.e. Rs.2.50 per Equity Share of Rs.2 each for the financial year ended 31st March, 2013, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members as on 19th July, 2013 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

Finance:

During the year, the Company raised funds of Rs.300 crores by issuing Unsecured Listed Redeemable Non-convertible Debentures.

Buy back:

During the year, the Company completed successfully the buy back programme on 17th December, 2012 by buying back 1,92,00,000 equity shares of Rs.2 each at an average rate of Rs.116.40 per equity share aggregating to Rs.223.49 crores.

Fixed deposits:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2013.

Recent acquisitions:

During the year, the Company, through its overseas subsidiary, has entered into an agreement with Punjab Chemicals to acquire a 100% stake in the Dutch company, SD Agrichem Europe, a subsidiary of Punjab Chemicals and Crop Protection Limited, along with all tangible and intangible assets, IPR, product registrations, brands, distribution network and manufacturing facilities.

Agrichem based out of Oosterhaut, the Netherlands is engaged in the production, marketing and selling of crop protection products in the European agrochemicals market. Agrichem''s product range includes herbicides, insecticides and fungicides registered in several European countries like the Netherlands, Belgium, the UK, France, Germany, Ireland, Denmark, Italy, Slovakia, Czech Republic, Belarus and Switzerland. It has a well-staffed crop protection registration department, in-house R&D and quality control facilities and its own formulation facilities in the Netherlands.

Agrichem will give your Company new and enhanced market access in European countries. Agrichem has an exciting registrations portfolio with products that will complement the Company''s existing portfolio in Europe.

Research and development:

R&D has played an important role for the growth of the Company. To further improve the capabilities of R&D, many new equipment and instruments have been added to the R&D laboratories at Ankleshwar, Thane and Vapi.

The R&D efforts have been focused on developing manufacturing processes of off-patent agrochemical molecules and specialty chemicals. The emphasis has been to develop innovative, cost-effective and patent non-infringing processes. These efforts have resulted in the manufacturing processes of several molecules for introduction in the future. The efforts have also been mediated towards improving the processes for the manufacture of existing products in terms of quality enhancement, raw materials cost reduction and batch cycle time reduction. Environment, Health and Safety (EHS) have been given prime importance during these process development /improvement activities.

Keeping in mind the global trends, R&D has focused its efforts to develop new safer and eco-friendly formulations. Several such formulations have been developed during the year. Many new combination formulations have been also developed to control a variety of pests.

International regulatory data requirements for product registrations are becoming stricter day by day. The capabilities have been built within R&D laboratories to fulfill these requirements. Further, to meet the growing needs for new product introductions, regulatory data generation has been aggressively pursued for both domestic and international registrations.

Subsidiary companies / associate companies:

In pursuance of Circular no. 2/2011 dated 8th January, 2011 issued by the Ministry of Corporate Affairs, the Company attached its consolidated financial statements and that of its subsidiaries. The same is prepared in compliance with the Accounting Standard-21.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Company''s registered office and administrative office.

During the year, the subsidiary companies in the UK, the US, Brazil and Turkey have performed very well. Businesses of other subsidiaries like Cerexagri, Agrichem and Riceco have also been very profitable.

Apart from these subsidiaries, Advanta Limited, where the Company holds 49% of the shares, has also shown a remarkable performance. It is expected that in future also, this Company will come out with very good results.

Insurance:

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

Auditors and Auditors report:

M/s S. V. Ghatalia & Associates LLP, Chartered Accountants, the Statutory Auditors are retiring at the ensuing Annual General Meeting and being eligible for reappointment have expressed their willingness to continue, if reappointed. Your Directors recommend their appointment as the Statutory Auditors and fix their remuneration for the year 2013-14.

Cost audit:

The Board of Directors appointed M/s. RA & Co, Cost Accountants, Mumbai as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company for FY 2013-14. They have submitted a certificate of eligibility for the appointment. For the year 2012-13, the due date for filing the Cost Audit Report is 30th September, 2013 and the same will be filed in due course. The Cost Audit Report for the year 2011-12 was filed on 8th January, 2013.

Depository system:

98.09% of the total paid-up Equity Shares of the Company were dematerialised as on 31st March, 2013.

Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Kalyan Banerjee, Dr. Reena Ramachandran, Mr. Pradip Madhavji and Mr. R. D. Shroff, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for reappointment.

During the year, the Board of Directors has appointed Mr. Suresh P. Prabhu as an Additional Director on the Board of the Company with effect from 30th January, 2013. Mr. Prabhu is an eminent chartered accountant. He has been a Member of Parliament in the 11th, 12th, 13th and 14th Lok Sabha (from 1996-2009) and was a Cabinet Minister of Industry, Energy, Environment and Forests, Chemicals and Fertilisers, Heavy Industry & Public Enterprises at various points of time. Mr. Prabhu has many years of experience in the field of sustainable development, banking and finance and international business. He has participated and also addressed at forums in India and abroad. He is a part of many reputed associations involved in business, sports, educational and social initiatives. Mr. Prabhu has a rich and varied experience and your Company is proud to avail of his knowledge and guidance. As per Section 260 of the Companies Act, 1956, he holds the office of Director up to the date of the ensuing Annual General Meeting. Notices in writing as required under Section 257 of the Companies Act, 1956 have been received from members proposing his appointment as Director of the Company at the ensuing Annual General Meeting. Your Directors recommend his appointment.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. Kalyan Banerjee, Dr. Reena Ramachandran, Mr. Pradip Madhavji, Mr. R. D. Shroff and Mr. Suresh P. Prabhu, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

During the year Mr. Chirayu Amin has resigned from the Board of Directors of the Company with effect from 23rd October, 2012.

The Board takes this opportunity to place on record its deep sense of appreciation for the support and invaluable contribution made by Mr. Chirayu Amin during his tenure as Director of the Company.

Personnel:

The relationship with all employees and workers at all sites of the Company remained very cordial throughout the year. Your Directors would like to place their appreciation for the contribution made by all the employees of the Company.

Particulars of employees:

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Energy conservation, technology absorption and foreign exchange earnings and outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to this Report.

Directors responsibility:

Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956:

1. In the preparation of Annual Accounts for the year ended 31st March, 2013, the Company has followed the applicable accounting standards with proper explanations relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for that year;

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a ''going concern'' basis.

Corporate governance:

The Company and its Board has been complying with the Corporate Governance parameters to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report forms part of this Report. Auditor''s certificate regarding compliance of the conditions of the Corporate Governance as stipulated under the said Clause is also attached to this Report.

Listing of the Company''s equity shares:

The Equity Shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There have been no defaults in paying the annual listing fees.

Acknowledgement:

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

Mumbai On behalf of the Board of Directors

25th April, 2013

Registered Office:

3-11, G.I.D.C., Vapi

Dist. Valsad, Gujarat R. D. Shroff

Pin: 396195. Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31 March 2012.

Financial results

(Rs. in Lacs)

Particulars Consolidated Standalone

Current year Previous Year Current year Previous Year Total Revenue 776365 589817 345949 306468

Earnings before interest, tax, depreciation, 147634 120736 61482 61855 amortization, exceptional, prior period adjustments and minority interest

Depreciation/ amortization 29238 21380 14349 11468

Interest 41464 31200 16437 29364

Exceptional items 1845 1400 - -

Prior period adjustments 2217 312 - -

Minority interest 535 1036 - - Profit before tax 72335 65408 30696 21023 Provision for taxation

Current tax 11679 9597 6199 5880

MAT credit entitlements -192 - -192 -

Deferred tax 937 -1496 2046 -631

Tax effect of earlier year 377 -793 -61 24

12801 7308 7992 5273

Profit after tax 59534 58100 22704 15750

Loss from associates 3979 2338 - - Net profit for the year 55555 55762 22704 15750

Merger

The Honorable High Court of Gujarat, vide its order dated 20 December 2011 and 13 January 2012 has sanctioned Scheme of Amalgamation of Company's overseas subsidiary United Phosphorus Limited (Mauritius) with the Company with effect from 1 July 2011. Pursuant to this, all the assets and liabilities of United Phosphorus Limited (Mauritius) have been vested in the Company.

operational Performance

During the year, India received good rainfall. Except for parts of Andhra Pradesh, good rainfall was recorded all over India. Production for almost all the crops increased.

In various countries worldwide, good rainfall were recorded.

The prices of most inputs were fairly stable. However, crude prices started moving up steeply in recent months. Further, during the year, the volatility of various currencies continued. After a brief period of stability, the currencies, mainly the US dollar started rising again. On account of an increase in crude prices and a higher import bill, the Indian economy posted negligible growth. Inflation has been rising. Interest rates remained quite high throughout the year, affecting all sectors in the economy adversely.

The US economy has started, albeit slowly, showing signs of revival. However, economies of the European nations have worsened during the year. The fears of euro zone debt crisis are looming large. This may lead to lower economic growth in the coming years. In Asia, the tsunami destroyed Japan's crop production. There was civil unrest in Libya.

In spite of these adverse circumstances, the Company performed very well. Some of the highlights of its performance are as under:

a) Revenue from operations - increased by 14% to Rs. 330,800 lakhs.

b) Exports - increased by 16% to Rs. 167479 lakhs (FOB value).

c) EBITDA - decreased by 0.6% to Rs. 61482 lakhs.

d) Profit before tax - increased by 46% to Rs. 30696 lakhs.

e) Profit for the year - increased by 44% to Rs. 22704 lakhs.

Future Outlook

For the coming year, normal to above average monsoons are predicted in India. This will result in another year of improved performance in the Indian market. The domestic sales in India are expected to improve, resulting in higher profitability. On the export front, the Company sees good opportunities in Latin American, European and Asian markets. A strong farm economy in Brazil will help the Company penetrate these markets effectively and in a short time. With an increase in the global population and increasing demand for higher quality foods, the Company is poised for higher sales and improved profitability in the future.

Dividend

Interim dividend of 100% on equity shares was paid to the members for the financial year 2011-12 in April, 2012.

Your Directors have recommended final dividend of 25% i.e. Rs.0.50 per Equity Share of Rs. 2 each for the financial year ended 31 March 2012, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members as on 27 July 2012 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

Finance

During the year, the Company raised funds of Rs. 250 crores by issuing unsecured Redeemable Non-convertible Debentures.

Fixed Deposits

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31 March 2012.

Recent Acquisitions

During the year, the Company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders.

DVA Agro Brazil is engaged in producing, marketing, selling and distributing crop protection products and specialties in the Brazilian agrochemicals market. It has a formulation plant in Brazil with expansion plans currently under execution to build capabilities in different crop protection product categories. This acquisition will result in blending German and Indian expertise in business, technology and manufacturing in agribusiness in Brazil. This will help develop crop protection solutions, to provide higher value- added products to customers and also considerably broaden the Company's existing portfolio.

Research and Development Research and Development efforts have been focused on developing process technologies of off-patent molecules for future introductions. Process improvements of existing products have been undertaken to improve product quality, cost reduction and productivity improvement Environment, Health and Safety (EHS) considerations have been given special emphasis in the process improvement activities.

R&D efforts have also been focused on developing new, safer, and eco-friendly formulations for better efficacy and improved value to farmers. Many new combination products have been developed and are under bio efficacy studies to control a broad spectrum of pests.

A new pilot plant has been set up at Ankles war during the year to scale up new formulation compositions and processes and for making larger quantities of formulations for field trials.

Regulatory data generation and chemistry dossier preparation for domestic and international registrations were continued during the year.

Subsidiary Companies

In pursuance of Circular no. 2/2011 dated 8 January 2011 issued by Ministry of Corporate Affairs, the Company attached its consolidated financial statements and that of its subsidiaries. The same is prepared in compliance with the Accounting Standard-21.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Company's registered office and administrative office.

During the year, the subsidiary companies in the UK, the US, China, Vietnam and South Africa have performed well. Cerexagri group of companies also improved the sales and profitability in European markets.

Insurance

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

Auditors and Auditors Report M/s S. V. Ghatalia & Associates, Chartered Accountants, the statutory auditors are retiring at the ensuing Annual General Meeting and being eligible for reappointment have expressed their willingness to continue, if re- appointed. Your Directors recommend their appointment as the Statutory Auditors and fix their remuneration for the year 2012-13.

In respect of consolidated accounts, the auditors have qualified their report for non-inclusion of accounts of certain subsidiaries, joint ventures and associated companies, and non-disclosure of segment reporting. In this regard, your attention is invited to Notes 2(b) and 31 of the consolidated accounts which are self-explanatory.

Cost Audit

During the year, M/s. M.B. Ashtamkar, Cost Auditors, submitted their resignation. In their place, the Board of Directors appointed M/s. RA Ef Co, Cost Accountants, Mumbai as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company in respect of the insecticides for the years 2011-12 and 2012-13. They have submitted a certificate of their eligibility for such appointment. For the year 2011-12, the due date for filing the Cost Audit Report is 30 September 2012 and the same will be filed in due course. The Cost Audit Report for the year 2010-11 was filed on 20 September 2011.

Depository System

98.09% of the total paid up equity shares of the Company are dematerialized as on 31st March 2012.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Chirayu Amin, Mr. V. R. Shroff, Mr. Vinod Sethi and Mr. A. C. Ashar, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for reappointment.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. Chirayu Amin, Mr. V. R. Shroff, Mr. Vinod Sethi and Mr. A. C. Ashar, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

Personnel

The relationship with all employees and workers at all sites of the Company remained very cordial throughout the year. Your Directors would like to place their appreciation for the contribution made by all the employees of the Company.

Particulars of Employees

In terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to this Report.

Directors Responsibility Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956:

1. In the preparation of Annual Accounts for the year ended 31 March 2012, the Company has followed the applicable accounting standards with proper explanations relating to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of the profit of the Company for that year;

3. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

k. The annual accounts have been prepared on a going concern basis.

Corporate Governance

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussions and Analysis Report forms part of this Report. Auditor's certificate regarding compliance of the conditions of the Corporate Governance as stipulated under the said clause is also attached to this Report. Listing Of The Company's Equity Shares The equity shares of your Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

Acknowledgement

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

Mumbai: 30 April 2012 On behalf of the Board of Directors

Registered Office:

3-11, G.I.D.C., Vapi

Dist. Valsad, Gujarat R. D . Shroff

Pin: 396195. Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS: (Rs. in lacs)

Consolidated Current Previous Year Year

Sale of Products (net of excise and rebate and discounts) and other income from operations. 589817 549279

Profit before depreciation, interest and amortization of Deferred revenue expenses and Minority Interest 120424 103389

Depreciation / Amortisation 21380 21470

Interest 31200 19379

Exceptional Items 1400 2670

Minority Interest 1036 593

Profit Before Tax 65408 59277

Provisions for Taxation:

Current Tax 9597 3720

MAT Credit Entitlement - -

Deferred Tax (1496) 4415

Tax effect of earlier years (793) 401

7308 8536

Profit After Tax 58100 50741

Share of Profit in Associates (1417) 1875

56683 52616

Prior Period Adjustments (Net) 921

Debenture Redemption Reserve (Net of write back) (23843) 3601

(22922) 3601 79605 49015

Balance Brought Forward 123693 86929

Amount available for Appropriations 203298 135944

APPROPRIATIONS:

Debenture Redemption Reserve written back

Final Equity Dividend 9261 8791

Tax on Distributed Profits 1502 1460

Debenture Redemption Reserve (Net of write back) Transfer to General Reserve 27500 2000

38263 12251

Balance Carried Forward 165035 123693



Stand Alone Current Previous Year Year

Sale of Products (net of excise and rebate and discounts) and other income from operations. 306468 262734

Profit before depreciation, interest and amortization of Deferred revenue expenses and Minority Interest 61855 44895

Depreciation / Amortisation 11468 10791

Interest 29364 9264

Exceptional Items - -

Minority Interest - -

Profit Before Tax 21023 24840

Provisions for Taxation: Current Tax 5880 4420

MAT Credit Entitlement - (2277)

Deferred Tax (631.00) 4568

Tax effect of earlier years 24 -

5273 6711

Profit After Tax 15750 18129

Share of Profit in Associates -

15750 18129

Debenture Redemption Reserve (Net of write back) -

0 0

15750 18129

Balance Brought Forward 2340 63

Amount available for Appropriations 18090 18192

APPROPRIATIONS:

Debenture Redemption Reserve written back 30448 4402

Final Equity Dividend 9261 8791

Tax on Distributed Profits 1502 1460

Debenture Redemption Reserve (Net of write back) 6605 8003

Transfer to General Reserve 27500 2000

44868 20254

Balance Carried Forward 3670 2340



OPERATIONAL PERFORMANCE:

During the year, India received very good monsoon. The La Nina effect leading to high precipitation resulted in bountiful rains throughout the country. Many crops recorded higher production this year. There was bumper harvest in both kharif and rabi seasons. Prices of most of the inputs also stabilized during the year. All these factors led to overall improvement in the economy of the country. The GDP growth was also higher.

Barring a few countries like Argentina, the rains were good and fairly widespread in most of the countries around the world. However, there were political upheavals and public uprising which saw end of dynasty rule in countries like Tunisia, Egypt, Libya, etc. Japan suffered national calamities like earthquake, tsunami and nuclear leaks. It led to high crude oil prices which affected the economies of all countries. Fears of inflation are looming large. Economies of some of the European nations continued to remain sluggish.

On the back of good monsoon, the sale of agrochemicals in India in the first half of the year were higher. However, contrary to the expectations, the sales in second half were not so encouraging. On international front, the company did very good business in Latin American market. The sales of companys agrochemicals in these parts were high and in future also, the sales of agrochemicals in the Latin American countries will go up.

Total net sales for the year were higher at Rs. 2809.14 crores as against Rs. 2453.39 crores. Profit before Taxes were at Rs. 210.23 crores as against Rs. 248.40 crores last year.

FUTURE OUTLOOK:

For the year 2011-12, normal monsoons are predicted in India. This should result in higher sales and improved profitability. Further, economic situation in USA and many countries in Europe are showing distinct signs of recovery. This will positively affect the performance of agrochemical industry. With the population in India going up, food production has to go up which can be possible only by increased and regulated usage of agrochemicals. In the recent Union Budget, greater thrust is provided on agriculture, infrastructure and education. This will also help the Company to have better performance in the coming years.

DIVIDEND:

Your Directors have recommended dividend of Rs. 2/- per Equity Share of Rs. 2/- each for the financial year ended 31st March, 2011, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members as on 26th July, 2011 and whose names appear as beneficial owners as per beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

FINANCE:

During the year, the Company has raised funds of Rs. 600 crores by issue of unsecured Redeemable Non-convertible Debentures.

FIXED DEPOSITS:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2011.

RECENT ACQUISITIONS:

During the year, the Company made following acquisitions:

a) Global non-mixture Mancozeb fungicide business and related assets from DuPont, including existing inventory, manufacturing and formulation production facilities in Barranquilla, Colombia. This includes rights to registered brands for non-mixture mancozeb products, trademarks, as well as registrations and supporting regulatory data for those products, which include Manzate® brand fungicides. Mancozeb is a leading fungicide and this acquisition will also help the Company in strengthening its position in the high growth emerging markets including South and Central America.This purchase will enhance the Companys position in the EBDC (Ethylene Bis Dithio Carbamates) segment.

b) RiceCo LLC, USA along with its subsidiaries and certain assets of the international business of its Affiliate Company. RiceCo does business in more than 20 countries with major markets in the US and other countries like Mexico, Thailand, Nigeria and Sri Lanka. RiceCo mainly caters to the rice market and has a wide range of product offerings based on the herbicide Propanil for this segment. Propanil is a herbicide used for the control of many important annual grasses, broadleaf and sedge weeds in rice. RiceCo will add strong brands for the rice segment to the Companys branded product portfolio.

(c) One-half of stake in Sipcam Isagro Brasil (SIB) , a company in Brazil. This company is a niche local producer and distributor in the Brazilian agrochemicals market. It has a formulation plant in Brazil. This acquisition will help the Company to enter direct distribution business in Brazilian market for its products and help to target untapped markets.

RESEARCH AND DEVELOPMENT:

Research and Development has been given the highest priority in companys business plan. Companys research laboratories at Ankleshwar, Thane and Vapi have been upgraded by adding new equipment and instruments.

In pursuit of introducing new products in the market, R&D has focused on the development of process technologies for the fungicides, herbicides and insecticides. Efforts have also been focused on developing new safer and eco-friendly formulations for better efficacy and improved value for the farmers.

R&D has worked relentlessly in the quality improvement, cost reduction, batch cycle time and waste reduction of our existing products.

Various regulatory data generation and submission of registration dossiers have been also done by R&D during the year.

CORPORATE SOCIAL RESPONSIBILITY:

As a responsible corporate citizen, the Company is carrying out many social activities in diverse fields. In respect of education, it has set up schools and colleges in Vapi, Ankleshwar, Sivakasi, etc. It is also providing monetary help to other schools and colleges situated near the factories of the Company. The Company has also set up post graduation higher study education institutions at Vapi and Ankleshwar. At Vapi, management and nursing colloges are set up. At Ankleshwar, new chemical engineering college is coming up.

In the fields of health and medicine, the Company along with Rotary club has started state of art hospital at Vapi with the latest modern equipments. At Ankleshwar, the Company is helping the nursing homes and hospitals.

Environment and pollution control is a priority issue for the Company. The Companys factories are located in chemical zones at Vapi and Ankleshwar. Senior management of the Company including the Chairman and Vice-Chairman are actively involved in effluent treatment companies in Vapi and Ankleshwar. With significant efforts of these officials in the areas of pollution control, Vapi has been removed from the list of critically polluted areas.

The Company is spending lot of money to help the small and medium scale units in managing their effluents by developing sophisticated COD measuring instruments. At Ankleshwar, the Company has helped in setting up a state of art solid waste landfill site which is considered to be the best in the country. For outstanding research and development work on pollution control and environment protection, the Chairman has been awarded by the Department of Science and Research (DSIR).

Various other initiatives which will help people and improve their life-style are supported and encouraged by the Company. This includes building gardens, parks and temples, providing rural electrification and tubewells, etc.

SUBSIDIARY COMPANIES:

In pursuance of Circular no. 2/2011 dated 8th January, 2011 issued by Ministry of Corporate Affairs, the Company has attached the consolidated financial statements of the Company and its subsidiaries. The same are prepared in compliance with the Accounting Standard-21.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company and its subsidiaries on request. They are also available for inspection by the members at the Companys registered office and administrative office.

In spite of the economies of many countries were under pressure, all the subsidiary companies of your Company have performed reasonably well. Subsidiaries in U. S. A., U.K., Cerexagri group of companies, Argentina, Australia and Japan have done good business.

INSURANCE:

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

AUDITORS AND AUDITORS REPORT:

M/s S. V. Ghatalia & Associates, Chartered Accountants, the statutory auditors are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors and fix their remuneration for the year 2011-12.

The auditors, without qualifying their Report have drawn attention of members that as per the Court order and the legal advice obtained by the company, the company has not adjusted tax benefit in respect of the amortization of the Product Registrations and Product acquisition to the reserves. In this regard, your attention is invited to Note No.14 in schedule T which is self- explanatory. The other notes to the accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

In respect of consolidated accounts, the auditors have qualified their report for non-inclusion of accounts of certain subsidiaries, joint ventures and associated companies, and non disclosure of segment reporting. In this regard, your attention is invited to Notes 1(b) and 18 of schedule S of the consolidated accounts which are self-explanatory.

COST AUDIT:

The Board of Directors appointed M/s. M.B. Ashtamkar, Cost Accountant, Mumbai as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company in respect of the insecticides for the year 2011-12. They have submitted a certificate of their eligibility for such appointment. For the year 2009-10, they have filed their Cost Audit Report on 25th September, 2010. The due date for filing the same was 30th September, 2010.

DEPOSITORY SYSTEM:

97.98% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2011.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. J. R. Shroff, Dr. P. V. Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. J. R. Shroff, Dr. P. V. Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

PERSONNEL:

The relationship with all employees and workers at all sites of the Company remained very cordial throughout the year. Your Directors would like to place their appreciation for the contribution made by all the employees of the Company.

SAFETY, HEALTH PERFORMANCE AND ENVIRONMENT:

The Company ensures that compliance to statutory safety regulations is fully met with the management support to manufacturing units. The Company has implemented various codes of practices under Responsible Care program, an initiative of Indian Chemical Council, which addresses broadly various aspects related to Safety, Health and Environment. The Company not only addresses its own issues related to SHE aspects, but also takes care of various related problems faced by other industries in the region where the Units are located. All manufacturing units are operating with QMS ISO 9001, EMS ISO 14001 and OHSAS 18001 certification. Various certificates are getting renewed from time to time after audits by respective accreditation agency.

The Company have all the material Consents & Authorization valid under different environmental acts and rules. Various manufacturing activities are performed at the units as per Consents obtained from respective State Pollution Control Boards. Moreover, all Units are complying to provisions of Factories Act and Company have taken steps to ensure safe working place for all employees, and protecting their health.

During the last year, the Company has augmented Effluent Treatment Plants and air pollution control systems at the Units to meet stringent discharge norms being prescribed for discharge of treated wastewater / stack emissions. The Company is already having on-line monitoring system for TOC / TKN at two units i.e. Unit No. 00 at Vapi and Unit No. 01 at Ankleshwar. For treating effluent with refractory COD, Company has set up separate treatment system at Vapi and Ankleshwar. To take care of Ammonical Nitrogen problem, Company has incorporated additional treatment system which ensures that this parameter is well within the prescribed limit. Treated effluent from the Units is discharged to Common Treatment Facilities at Vapi, Ankleshwar and Jhagadia; and effluent discharge meets inlet norms of Common Treatment Facilities.

Measures taken by the Company for water conservation and recycling have paid good results. With operation of RO System at Unit No. 05 (Jhagadia), approximately 200 KL / Day water has been recycled which has helped in reduction of water consumption.

Solid and Hazardous Wastes generated by the units are treated and disposed off at Common Hazardous Waste Treatment & Disposal Facility. During the year, Company has constructed Hazardous Waste Storages at units as per the new guidelines.

The Company has set up Emergency Risk Teams at all its units. In case of any emergency like flood, fire, accident, explosion or any other calamity, these teams swing into action immediately and bring the situation under control. Their work is greatly appreciated by the government departments, fire brigade and the industries in these areas.

PARTICULARS OF EMPLOYEES:

In terms of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. Having regard to the provisions of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure to this Report.

DIRECTORS RESPONSIBILITY:

Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956:

1. in the preparation of Annual Accounts for the year ended 31st March, 2011, the Company has followed the applicable accounting standards with proper explanations relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for that year;

3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

GROUP FOR INTERSE TRANSFER OF SHARES:

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure attached herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE:

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussions and Analysis Report forms part of this Report. Auditors certificate regarding compliance of the conditions of the corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANYS EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT:

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.



On behalf of the Board of Directors

R. D . Shroff Chairman & Managing Director

Mumbai 29th April, 2011

Registered Office: 3-11, G.I.D.C., Vapi Dist. Valsad, Gujarat Pin: 396195.


Mar 31, 2010

The Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in lacs)

Consolidated Stand Alone

Current Previous Current Previous

Year Year Year Year

Sale of Products (net of excise and rebate and discounts)

and other income from operations. 549457 497350 262734 258065

Profit before depreciation, interest and amortization of

Deferred revenue expenses and Minority Interest 103336 98670 45060 48397

Depreciation / Amortisation 21470 19268 10791 8889

Interest 19379 29189 9264 23014

Exceptional Items 2670 1007 - 50

Minority Interest 593 247 - -

Profit Before Tax 59224 48959 25005 1 6444

Provisions for Taxation:

Current Tax 5997 4512 4420 1871

MAT Credit Entitlement (2277) (1935) (2277) (1861)

Deferred Tax 4415 (193) 4568 534

Fringe Benefits Tax - 308 - 290

8135 2692 6711 834

Profit After Tax 51089 46267 18294 15610

Share of Profit in Associates 1875 1995 - -

52964 48262 18294 15610

Debebture Redemption/ General Reserve written back 5000

Prior Period Adjustments (Net) 348 2675 165 836

Debenture Redemption Reserve (Net of write back) : 3601 11664 - -

3949 14339 165 836

49015 38923 18129 14774

Balance Brought Forward 86929 57223 63 1170

Amount available for Appropriations 135944 96146 18192 15944

APPROPRIATIONS:

Debenture Redemption Reserve written back - 4402 -

Transfer from General Reserve - 5000

Final Equity Dividend 8791 6596 8791 6596

Tax on Distributed Profits 1460 1121 1460 1121

Debenture Redemption Reserve (Net of write back) 8003 11664

Transfer to General Reserve 2000 1500 2000 1500

12251 9217 20254 20881

Balance Carried Forward 123693 86929 2340 63

OPERATIONAL PERFORMANCE:

During the year the monsoon in India was scanty and erratic. There was drought in many parts of the country. However, as the companys sales are made in almost all the countries in the world, the companys dependence on rainfalls in India has reduced considerably. In fact, international sales account for 78% of the total sales globally. Hence, the poor rainfall in India did not affect the performance of the Company.

During the first few months of the financial year key input costs were high and so were the selling prices. Subsequently the input costs moderated over the course of the year. The company was able to effectively pass on the impact of the changes in input costs. The company continuously endeavors to bring efficiencies in production processes leading to savings in overhead costs.

The year witnessed varied currency fluctuations wherein the Indian Rupee appreciated notably against the US Dollar and Euro. The company took necessary action to reduce the impact of currency fluctuations.

Total net sales for the year were higher at Rs.2453.39 crores as against Rs.2327.39crores: Profit before Taxes were higher at Rs.250.05 crores as against Rs.164.44 crores last year.

FUTURE OUTLOOK:

India, with its vast population, is a huge market and Indian economy survived the severe onslaught of global slowdown. In fact, Indian economy maintained its growth momentum. All agro-based companies in India have done well in the current year.

For the year 2010-11, near normal rains are forecasted. This should augur well for the Company. The expected revival of economies all over the world will pave way for another good year. U.S. and European economies have concerns in the areas of high unemployment and low spending. Some of the world economies face political crisis and financial imbalances. In comparison, Indian economy has done extremely well. Monetary policies, coupled with a very strict financial discipline, have helped the country face the downturn effectively and some of the sectors have progressed very well last year. Agri-based sector is one such sector. The company is expected to maintain a stable growth rate in the coming year.

DIVIDEND:

Your Directors have recommended dividend of Rs.2/- per Equity Share of Rs. 2/- each for the financial year ended 31st March, 2010, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members as on 8th September, 2010 and whose names appear as beneficial owners as per beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

FINANCE:

During the year, the company has raised funds of Rs.385 crores by issue of unsecured Redeemable Non-convertible Debentures. It has also issued short term commercial papers.

FIXED DEPOSITS:

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2010.

RESEARCH AND DEVELOPMENT:

Your company is giving maximum importance to research and development by regular upgradation and modernization of all R&D laboratories and by recruitment of qualified and experienced scientists and engineers.

With the constant endeavor to improve quality, cost reduction and to penetrate new local and global markets, research is carried out continuously at companys R&D laboratories at Ankleshwar, Halol, Jhagadia, Thane and Vapi.

Many new products have been developed by the R&D team which will be commercialized in the coming years. The company is also working on developing and producing molecules which are going off patent in the near future.

The R&D team is continuously working and developing new safe and ecofriendly formulations and combination formulations of various pesticides for which patents are obtained in India and abroad.

Extensive field trials and data generation work for various pesticides is undertaken by R&D team, alongwith agricultural universities, with a view to further improve their quality and safety.

CORPORATE SOCIAL RESPONSIBILITY:

The company has been active in the area of social services for the benefit of communities, in and around, where its factories are located. Right from its inception as a small scale industry way back in 1970, its endeavour for social upliftment has been a continuous process. Over the years, this service is extended to other areas and many diverse fields.

In the field of education, the Company has funded and managed many schools and colleges. It is supporting a new Chemical Engineering col lege with the help of Rotary CIub at Ankleshwar. Arts, Commerce, Science, Pharmacy, Nursing and Management Colleges are set up with the financial and management support from the Company. At Baroda, the Company has promoted various artists and art exhibitions, photo exhibitions, photo-journalism etc.

The Company is always in the forefront of medical care initiatives. It has supported various hospitals, promoted scores of rural health check-up camps, provided medicines, etc.

Various environmental initiatives are taken by the Company. Thousands of saplings are planted every year.

The Chairman of the Company was given an award by the Department of Science & Industrial Research (DSIR) for outstanding research and development on pollution control and environment protection.

The Company is supporting the people in Dangs for improving their lifestyles. In Vapi and Ankleshwar, it is supporting numerous temples, gardens and parks. The Company has also provided rural electrification and tubewells in nearby villages around Vapi and Ankleshwar.

SUBSIDIARY COMPANIES:

Your Directors are pleased to inform you that the DCA has vide its letter dated 9th June, 2010 approved the Companys request and exempted the Company from attaching the Profit and Loss Account, Balance Sheet, Directors Report and Auditors Report of its subsidiaries subject to the condition that the Company will attach the consolidated financial statements of its subsidiaries for the year ended 31st March, 2010.

The Audited Consolidated Financial Statements of your Company as per Accounting Standard - 21 form part of this Report

Annual accounts of subsidiary companies are available for inspection at the Companys Registered office and Administrative office. The same will be made available to the investors of the companies upon request.

All the subsidiary companies have performed well during the year. There has been increase in the business of the major subsidiaries at USA, U. K., Japan and Cerexagri group of companies, though global slowdown and currency fluctuations affected their performance to some extent.

INSURANCE:

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

AUDITORS AND AUDITORS REPORT:

M/s S. V. Ghatalia & Associates, Chartered Accountants, the statutory auditors are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to continue, if re-appointed. Your Directors recommend their appointment as the Statutory Auditors and fix their remuneration for the year 2010-11.

The auditors, without qualifying their Report have drawn attention of members that as per the Court order and the legal advice obtained by the company, the company has not adjusted tax benefit in respect of the amortization of the Product Registrations and Product acquisition to the reserves. In this regard, your attention is invited to Note No.14 in schedule T which is self- explanatory. The other notes to the accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

In respect of consolidated accounts, the auditors have qualified their report for non-inclusion of accounts of certain subsidiaries, joint ventures and associated companies, non provision for decline in the market value of the investment in the accounts of the subsidiary company in Japan and non disclosure of segment reporting. In this regard, your attention is invited to Notes 1 (b), 6 and 18 of schedule S of the consolidated accounts which are self-explanatory.

COST AUDIT:

The Board of Directors appointed M/s M. B. Ashtamkar, Cost Accountant, Mumbai as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company in respect of insecticides for the year 2010-11.

DEPOSITORY SYSTEM:

97.72% of the total paid up equity shares of the Company are dematerialized as on 31st March, 2010.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Kalyan Banerjee, Dr. (Mrs.) Reena Ramachandran, Mr. Pradip Madhavji and Mr. R. D. Shroff, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible offer themselves for re-appointment.

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the brief resume of Mr. Kalyan Banerjee, Dr. (Mrs.) Reena Ramachandran, Mr. Pradip Madhavji and Mr. R. D. Shroff, Directors of the Company are provided in the notice convening the Annual General Meeting of the Company.

PERSONNEL:

The relationship with all employees and workers at all sites of the Company remained very cordial throughout the year. Your Directors would like to place their appreciation for the contribution made by all the employees of the Company.

SAFETY, HEALTH PERFORMANCE AND ENVIRONMENT:

The Company has integrated Safety, Health and Environment aspects into manufacturing operations and other areas which facilitated continual improvement in the performance. UPL is Signatory to Responsible Care initiative of Indian Chemical Council and has been allowed to use Responsible Care logo. All manufacturing Units have implemented Quality Management System Standards ISO 9001, Environmental Management System Standards ISO 14001 and Occupational Safety & Health Assessment Standards OHSAS 18001. These certificates are being renewed from time to time after audit by certification agency.

The manufacturing Units are operating with valid Consents and Authorization issued by respective State Authorities. All the Manufacturing Units have Air Pollution Prevention & Control measures and have Effluent Treatment Plants. Company is recovering various valuable resources from waste streams and are being recycled. With concerted efforts in process improvement and waste reduction, there is considerable reduction in consumption of resources like water, electricity, solvents and raw materials in manufacturing of various products. Company has also adopted energy conservation measures and improved energy efficiency at all units.

At its Jhagadia unit, Company has commissioned and is operating a water re-cycling system using Reverse Osmosis Technology with capacity of 380 KL per day. Recovered water is being reused in the plants. The ETP at Jhagadia Unit is set up with Sequential Bio Reactor technology (SBR).

Treated effluents from manufacturing units at Ankleshwar, Jhagadia and Vapi are sent to Common Treatment Facilities for further treatment & disposal. The solid / hazardous wastes generated are sent to Common Hazardous Waste Treatment, Storage & Disposal Facilities for treatment and disposal.

Company has automated filling & packing line of Pesticide Formulation and has avoided spillage & exposure.

For further improvement of Safety performance, the Company has focused approach on leading indicators like recording and correcting near miss incidents, implementation of Behavioural Based Safety Management System & hazard recognition through shop floor employees. Parallelly, safety related infrastructure is also being improved by regular investment in plants. In last financial year, Rupees Nineteen Crores have been invested on infrastructure related improvements.

Company is carrying out regular medical examinations of all employees. Regular safety training programmes are conducted for employees, nearby public, contractors and transporters to create safety awareness amongst them on safety aspects and improve safety performance. All units are having Emergency Rescue Team and members are available in all shifts. ERT members are helping the neighbouring units also in case of any emergency situation. The Company is having system of Plant Safety Representatives in each plant besides safety teams.

Company is carrying out hazop studies and risk assessment for all new plants and for expansion programs. Regular safety audits are conducted by safety teams and through external agencies.

A dedicated team is working for green belt development and tree plantation. Company is having own nursery at all Units which provide required saplings for tree plantation.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC AND PARTICULARS OF EMPLOYEES:

Information required under Section 21 7 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of employees) Rules, 1975, as amended from time to time form part of this report and annexed to this report.

DIRECTORS RESPONSIBILITY:

Your Directors confirm the following Directors Responsibility statements pursuant to provisions of Section 21 7 (2AA) of the Companies Act, 1956:

1. in the preparation of Annual Accounts for the year ended 31st March, 2010, the Company has followed the applicable accounting standards with proper explanations relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and judgements and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that year;

3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

GROUP FOR INTERSE TRANSFER OF SHARES:

As required under Clause 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure attached herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE:

Your Company and its Board has been complying with Corporate Governance to the extent set out in this respect as a separate report, in pursuance of requirement of Clause 49 of the Listing Agreement. The Management Discussions and Analysis Report forms part of this Report. Auditors certificate regarding compliance of the conditions of the corporate Governance as stipulated under the said clause is also attached to this Report.

LISTING OF THE COMPANYS EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT:

Your Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.



For and on behalf of the Board,

Mumbai R. D. Shroff

2nd August, 2010 Chairman & Managing Director

 
Subscribe now to get personal finance updates in your inbox!