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Notes to Accounts of UPL Ltd.

Mar 31, 2014

1 Corporate information

UPL Limited (formerly known as 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. The Company is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and speciality chemicals.

2 Basis of preparation

These financial statements have been prepared to comply in all material aspects with applicable accounting principles in India, the applicable Accounting Standards notifed under section 211(3C) of Companies Act, 1956, section 133 of the Companies Act, 2013 read with general circular dated 12th September, 2013 and the relevant provisions thereof.

All assets and liabilities have been classifed as current or non-current as per the Company''s normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act,1956. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current/ noncurrent classifcation of assets and liabilities.

3 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.

4 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.738 lacs (Previous Year: Rs 939 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

5 Commitments

(b) Arrangement with Advanta Limited

The Company has entered into a Licence Agreement effective from 2nd April 2012 with Advanta Limited 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, Advanta Limited 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.

(c) 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.5,820 lacs (Previous Year: Rs. 5,899 lacs)

6 Operating leases

Lease rent debited to statement of profit and loss is Rs. 4,161 lacs (Previous Year: Rs. 3,740 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. There are no non-cancellable lease.

7 Dividend Distribution Tax

During the year ended March 31, 2013, the Company had made provision for dividend distribution tax (DDT) amounting to Rs.1,881 Lacs. During the current year, the Company has received dividend from its foreign subsidiary company which is eligible to be set off while calculating dividend distribution tax on payment of dividend by the Company. After this set off, no DDT is payable by the company and accordingly the aforesaid provision of DDT of Rs.1,881 Lacs has been written back to surplus in the statement of profit & loss.

8 Foreign Exchange Management Act

In January 2013, the Company has received a show cause notice from the Directorate of Enforcement, alleging that the Company has contravened certain provisions of Foreign Exchange Management Act, 1999 with regard to foreign direct investment made and utilisation of proceeds of FCCB / ECB.

The management has replied to the show cause notice and has had personal hearings to represent their matter and has fled written submissions. The matter is pending before the authority and based on internal assessment, the management believes that no liability would arise in respect of the aforesaid matter.

9 Previous year figures

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


Mar 31, 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.

3 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:

4 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.

5 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:

6 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.

7 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".

8 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.

9 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.

10 PREVIOUS YEAR FIGURES

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


Mar 31, 2012

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 specialty chemicals.

2. BASIS 0F 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 Am3lgamation of United Phosphorus Limited, Mauritius:

Pursuant to the Scheme of Amalgamation ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956, the Hon'ble High Court of Gujarat has pronounced an order on January 13, 2012 sanctioning the Scheme of amalgamation of United Phosphorus Limited, Mauritius (UPL Mauritius), a wholly owned step down subsidiary of the Company with the Company from the appointed date viz July 1, 2011. The Scheme became effective on January 19, 2012 upon filing of the said order with the Registrar of Companies, Gujarat. Consequently, all the assets and liabilities of UPL Mauritius have been transferred to and vested in the Company with effect from July 01, 2011. The Scheme has accordingly been given effect to in these accounts.

The amalgamation has been accounted for under the "pooling of interest" method referred to in Accounting Standard 14- Accounting for Amalgamation, as prescribed by the Scheme. Accordingly, all the assets, liabilities and other reserves of UPL Mauritius as on July 1, 2011 have been aggregated at their respective book values (after converting the book values using the applicable exchange rate at the close of business of the day immediately preceding the appointment date).

The Company was indirectly holding the entire paid-up capital of UPL Mauritius and hence no consideration has been issued for the aforesaid amalgamation. Further, the share capital of UPL Mauritius has been cancelled and the corresponding amount of Rs. 3 lacs has been credited to the Capital Reserve.

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.

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.

Notes:

a. Rs. Nit (Previous Year: Rs. 17,000 lacs) 12.20 % Non convertible Debentures (NCDs) referred above are redeemable at par in three equal installments from January 2014 and had a call option at the end of 3rd year i.e. 27 January 2012. These debentures were secured by way of pledge of 65,29,500 equity shares of Advanta India Limited.

b. Unsecured Redeemable Non-Convertible Debentures

i) NCDs amounting to Rs 25,000 lacs (Previous Year: Rs Nil) 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.

ii) 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), llth 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.

iii) 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.

iv) 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.

v) NCDs amounting to Rs 13,500 lacs (Previous Year: Rs 13,500 lacs) are 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.

vi) NCDs mentioned above carry a coupon rate ranging from 8.75% to 10.70%.

c. Term Loans of Rs Nil (Previous Year: Rs 17,500 lacs) from banks were carrying interest rate ranging from 8.5% to 10% and repayable in June 2011, August 2011 and September 2011.

d. External Commercial Borrowing from Banks amounting to Rs - Nil (Previous Year: Rs. 81,850 lacs) were carrying interest rate at Libor plus 130 basis points. The loan was due for repayment in October 2011.

e External Commercial Borrowing from a Multilateral Financial Institution amounting to Rs. 712 lacs (Previous Year: Rs 1,873 lacs) is secured by pari-passu first charge by way of hypothecation of specific movable assets, present and future, situated at Jhagadia Unit of the Company and carries Interest rate at Libor plus 210 basis points. The outstanding loan is due for payment in June 2012.

Note:

a. Outstanding loans carry an interest rate of Base Rate/Libor plus margin ranging from 175 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 125 bps to 225 bps.

d. Unsecured short term demand loan carrying interest at the rate of 10%.

3. 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.

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 1,252 lacs (Previous Year: Rs 1,709 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

4. Notes

1) The Company is organized into three main business segments namely :

a) Agro Chemicals - comprising of Agrochemicals Technical's and Formulations.

b) Industrial Chemicals - comprising of Industrial Chemicals and Specialty Chemicals.

c) Others - primarily comprising of Traded 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.

5. CONTINGENT LIABILITIES

(Rs. in Lacs)

Particulars As at As at 31 March 2012 31 March 2011

(a) Disputed Income-Tax Liability (excluding interest) 151 69

(b) Disputed Excise Duty / Service Tax liability (excluding interest) 10,373 7,123

(c) Disputed Sales Tax liability 2,417 1,157

(d) Disputed Custom Duty liability 2,331 2,331

(e) Disputed Fiscal Penalty for cancellation of licences 3,348 3,348

(f) Disputed penalty levied by Competition Commission of 25,244 - India for Cartelization of prices

(g) Disputed penalty on Water Tax 161 161

(h) Bills discounted under Letter of Credit and remaining unpaid 816 361 at the date of the balance sheet

(i) Guarantees given by Company's bankers on behalf of the Company to third parties 4,129 11,253

(j) Corporate guarantees given on behalf of subsidiary companies:

(i) United Phosphorus Limited, U.K. 17,936 15,760

(ii) United Phosphorus Limited, Hong Kong 4,324 3,791

(iii) United Phosphorus Inc. USA 6,219 5,452

(iv) United Phosphorus Inc. USA/Cerexagri Inc (PA) 1,272 1,115

(v) Evofarms SA - Columbia 1,272 1,115

(vi) United Phosphorus Limited, Columbia 763 669

(vii) United Phosphorus Limited, Australia 1,781 1,561

(viii) Bio-Win Corporation Limited, Mauritius 132,676 7,581

(ix) Cerexagri Italia, SRL, Italy 8,149 7,605

(x) Ceraxagri SAS., France 13,582 12,676

(xi) Ceraxagri B.V., Netherlands 14,261 13,309

(xii) Icona S.A. Argentina - 4,460

(xiii) Uniphos Columbia Plant Limited, Columbia - 6,689

(k) Claims against the Company not acknowledged as debts 532 424

(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 Licensed 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 Licensed Products and the Company will pay an amount as may be agreed between both the parties at the commencement of each year.

6.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".

7. OPERATING LEASES

Lease rent debited to profit and loss account is Rs. 2,457 lacs (Previous Year: Rs. 1,487 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.

8. PREVIOUS YEAR FIGURES

Till the year ended 31st March 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for the preparation and presentation of its financial statements. During the year ended 31st March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has re-classified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of the balance sheet.

Further, in view of amalgamation of United Phosphorus Limited, Mauritius with the Company (refer note 2.2), the current year figures are not comparable with those of the previous year.


Mar 31, 2010

1.NATURE OF OPERATIONS

United Phosphorus Limited is engaged in the business of agrochemicals, industrial chemicals, chemical intermediates and specialty chemicals.

As at 31st As at 31st March, 2010 March, 2009

Rs. in lacs Rs. in lacs 2. CONTINGENT LIABILITIES NOT PROVIDED FOR:

(a) Disputed Income-tax Liability (excluding interest) 90 89

(b) Disputed Excise Duty/Service Tax Liability (excluding interest) 5,470 4,354

(c) Disputed Sales-tax Liability 800 806

(d) Disputed Custom Duty liability 2,331 2,331

(e) Disputed Fiscal Penalty for cancellation of licences 3,348 2,459

(f) Disputed Penalty on water tax 161 161

(g) Bills/Cheques purchased/discounted with the banks and remaining unpaid as at the date of the Balance Sheet - 6,298

(h) Bills discounted under Letter of Credit and remaining unpaid at the date of the Balance Sheet 858 1,670

(i) Guarantees given by Companys Bankers on behalf of the Company to third parties 1,736 4,225

Notes: 1. Audit Fees includes fees forauditing consolidated financial statements amounting to Rs. 15.00 lacs (Previous Year: Rs.12.50 lacs) and Rs. 4.50 lacs (Previous Year: Rs. 3.90 lacs)- forquarterly limited reviews. 2. The auditors remuneration, as disclosed above, exclude audit fees of Rs. 43 lacs charged for audit of a wholjy owned subsidiary of the Company for which the Company has been reimbursed by the said subsidiary.

Note:

Deferred Tax Asset on account of unabsorbed depreciation/business loss has been recognised, as the Company has timing difference on account of depreciation, the reversal of which will result in sufficient taxable income.

3. 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 Honble Bombay High Court on 29th February 2008 and High Court of Judicature at Gujarat on 16th April 2008 and became effective from 30th April 2008.

As per the said scheme, 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. 2,332, lacs (Previous Year: Rs 3,110 lacs) though overall, there is no impact on the aggregate of Reserves and Surplus of the Company.

Notes:

1. Licensed and Installed Capacities are as certified by a Director on which the Auditors have relied, being a technical matter.

2. Licensed capacity represents registered capacity with Directorate General of Technical Development (D.C.T.D.), capacity intimated to D.G.T.D. under Industrial Licensing Policy and/or capacity intimated to Secretary for Industrial Approvals.

3. Production includes quantities produced for captive consumption.

4. During the year, the Company has produced 1,31,18,838 Litres (Previous Year: 1,02,40,233 Litres), 2,52,88,625 Kilograms (Previous Year: 2,26,39,925 Kilograms) and 27,68,165 numbers (Previous Year: 33,32,160 numbers) of formulations out of Technical Grade Products manufactured/purchased by the Company

5. Production includes 3,302 Tonnes (Previous Year: 2,200 Tonnes) produced on Job-Work basis for outside parties.

3. Notes

(1) The Company is organised into three main business segments namely :

a) Agro Chemicals - comprising of Agrochemicals Technicals and Formulations.

b) Industrial Chemicals - comprising of Industrial Chemicals and Speciality Chemicals.

c) Others - primarily comprising of Traded Products.

(2) Segment Revenue in the above segments includes sales, processing charges, rental income and export incentives.

(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.

23. Related party disclosure as required by Accounting Standard (AS) -18 "Related Party Disclosures" notified by the Companies (Accounting Standards) Rules, 2006 are given below:

(a) Relationship:

(i) Name of related parties where control exists: Subsidiary Companies:

United Phosphorus (Korea) Limited

United Phosphorus (Shanghai) Company Limited

United Phosphorus (Taiwan) Limited

United Phosphorus de Mexico, S.A. de C.V.

United Phosphorus do Brazil Ltda

United Phosphorus GMBH - Germany

United Phosphorus Holdings B.V., Netherlands

United Phosphorus Holdings Cooperatief U.A.

United Phosphorus Inc., U.S.A.

United Phosphorus Italy S.R.L.

United Phosphorus Limited, Australia

United Phosphorus Limited, Belgium S P R L

United Phosphorus Limited, Colombia

United Phosphorus Limited, Gibraltar

United Phosphorus Limited, Hongkong

United Phosphorus Limited, Japan

United Phosphorus Limited, New Zealand

United Phosphorus Limited, U.K.

United Phosphorus Limited, Zambia

United Phosphorus Polska Sp.z o.o - Poland

United Phosphorus Sole Partner Limited, Greece

United Phosphorus Switzerland Limited.

United Phosphorus Vietnam Co., Limited

Agri pack Zambia Limited

Agrindustrial, S.A., Spain

Agrodan, ApS

Anning Decco Fine Chemical Co. Limited, China

Bio-win Corporation Limited, Mauritius

Canegrass LLC, USA

Cerexagri B.V. - Netherlands

Cerexagri Costa Rica, S.A.

Cerexagri Delaware, Inc.,USA

Cerexagri Italia S.R.L.

Cerexagri S.A.S., France

Cerexagri Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi, Turkey

Cerexagri, Inc. (PA)

Citrashine (Pty) Ltd, South Africa

Compania Espanola Industrial Quimica de Productos Agricolas Y Domesticos, S.A.U.,Spain

Cropserve Zambia Limited

Decco Iberica Postcosecha, S.A.U., Spain (formerly Cerexagri Iberica)

Decco Italia SRL,ltaly

Decco US Post-Harvest Inc (US)

Decco Worldwide Post-Harvest Holdings B.V.

Decco Worldwide Post-Harvest Holdings Cooperatief U.A.

Desarrollo Quimico Industrial, S.A., Spain

Eddyville Consultants Group, Inc. Panama

Evofarms Colombia SA

Evofarms S.A. - Colombia

Friedshelf 1114 (Pty) Limited

Global Chem Trade Corp., Panama

Icona S A - Argentina

IconaSanluis S A-Argentina

Jiangsu Kaznam Chemical Group.,Panama

JSC United Phosphorus Limited, Russia

Phosfonia, S.L.,Spain

Prime Agri Centre Zambia Limited

PT Catur Agrodaya Mandiri, Indonesia PT. United Phosphorus Indonesia Reposo S.A.I.C., Argentina Safepack Products Limited Samma International S.R.L.,ltaly Samrod Chemicals (Pty) Limited Shroffs United Chemicals Limited SWAL Corporation Limited Transterra Invest, S. L. U., Spain

(ii) Name of other related parties with whom transactions have taken place during the year

a) Associate Companies:

Advanta India Limited

Advanta Seed International, Mauritius

Advanta Semilas SAIC, Argentina

Agrinet Solutions Limited

Chemisynth (Vapi) Limited

Kerala Enviro Infrastructure Limited

Pacific Seeds Pty Limited, Australia

Unicorn Seeds Private Limited

b) Joint Venture Companies:

United Phosphorus (Bangladesh) Limited. Hodogaya UPL Co. Limited, Japan Nisso TM LLC

c) Enterprises over which key management 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 Canga Pulp and Papers Private Limited

Demuric Holdings Private Limited

Entrust Environment Limited

Enviro Technology Limited

Cabo Products Private Limited

Charpure Engineering and Construction Private Limited

Jai Research Foundation

Jai Trust

JRF Biogenomics Limited

Nerka Chemicals Private Limited

Pot Plants

Sanguine Holdings Private Limited

Tatva Global Environment Limited

Ultima Search

Uniphos Agro Industries Limited

Uniphos Enterprises Limited

UPL Environmental Engineers Limited

Vapi Waste & Effluent Management Co. Limited

Vikram Farm

UPL Global Ecn Investment Holdings Private Limited

d) Key Management Personnel and their relatives :

Whole Time Directors and their relatives

Mr. Rajnikant.D. Shroff

Mrs. Sandra R. Shroff

Mr. Kalyan Banerjee

Mr. Jaidev R. Shroff

Mr. Arun C. Ashar

Mr. Vikram R. Shroff

Mrs. Shilpa Sagar

Mrs. Asha Ashar

Mr. Navin Ashar

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.

4. "Foreign Currency Convertible Bonds"Series B Bonds due 2009"

50 Series B Foreign Currency Convertible Bonds of USD 10,000 each have been redeemed on maturity date of November 6, 2009 at 122 percent of its principal amount. The premium paid on redemption amounting to Rs.52 lacs has been adjusted against Securities Premium Account.

Series B Bonds due 2011:

674 (Previous Year: 674) Series B Foreign Currency Convertible Bonds of USD 1,00,000 each are:

(a) Convertible by the holders at any time on or before December 7, 2010. Each bond will be converted into fully paid up equity share with par value of Rs. 2 per share at a fixed price of Rs. 136.03 per share.

(b) Redeemable, in whole but not in part, at the option of the Company at any time on or after February 1, 2007 and prior to December 7, 2010, subject to the fulfillment of certain terms and obtaining requisite approvals.

(c) Redeemable on maturity date of January 7,.2011 at 130.87 percent of its principal amount, if not redeemed or converted earlier.

The Bonds are considered as monetary liability. The bonds are redeemable only if there is no conversion of the bonds earlier. Hence the payment of premium on redemption is contingent in nature, the outcome of which is dependent on uncertain future events. Hence, no provision is considered necessary nor has been made in the accounts in respect of such premium. Further, the Company has sufficient balance in the securities premium account which can be utilized for premium on redemption of the aforesaid Foreign Currency Convertible Bonds.

5. The Company had issued Preferential Convertible Warrants to a promoter group company during the financial year 2007 - 08 and received an amount of Rs. 10,598 lacs being 10% of the total value. Out of this, an amount of Rs. 2,070 lacs was adjusted towards allotment of 60,87,100 shares in the year 2007- 08. During the current year, the Company has forfeited the balance amount of Rs. 8,528 lacs as the balance of 90% amount has not been paid by the warrant holders within the stipulated time and has been transferred to capital reserve.

6. Previous Years figures have been regrouped/rearranged wherever necessary.

 
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