About
UPL Ltd
UPL Limited is a global generic crop protection, chemicals and seeds company. The company is engaged in the business of agrochemicals, industrial chemicals and chemical intermediates. They operate in three segments: agro chemical, industrial chemicals and others. The agro chemicals segment consists of agrochemicals technicals and formulations. The industrial chemicals segment consists of industrial chemicals and speciality chemicals. The others segment consists of traded products. The company has also got a captive power plant in Jhagadia.
The company offers a range of products that includes insecticides, fungicides, herbicides, fumigants, plant growth and regulators and rodenticides. They have 23 manufacturing sites, which includes nine in India, four in France and two in Spain. They operate in every continent and have a customer base in 123 countries with their own subsidiary offices in Argentina, Australia, Bangladesh, Brazil, China, Canada, Denmark, France, Germany, Hong Kong, Indonesia, Japan, Korea, Mauritius, Mexico, New Zealand, Russia, Italy, Turkey, Spain, South Africa, Taiwan, USA, UK, Vietnam, Zambia, Shanghai, Columbia and Netherland.
UPL Limited was incorporated on January 2, 1985 with the name Vishwanath Commercials Ltd. In February 1985, the company went to public. In February 1994 R.D. Shroff along with his family and investment companies acquired 78.61% of the equity capital of the company and changed the company name to Search Chem Industries Ltd in 24, February 1995. In March 1995 the group reorganized the shareholding and as a result United Phosphorus Ltd acquired 75% of the equity capital of Search Chem Industries Ltd from the family and investment companies of R. D. Shroff. Subsequently, in August 1995, United Phosphorus acquired further 11,560 shares thereby resulting in total holding of 79.72%. As a result, the company became the promoter of the company. After the takeover, the company changed their business of trading in shares/debentures and had entered into the chemical business.
In September 30, 2003, the manufacturing division of United Phosphorus was transferred to the company and the name of the company was changed from Search Chem Industries Ltd to United Phosphorus Ltd. In the year 2004, the company acquired 20% stake in Cropserve, a company based in South Africa. Also, they signed an agreement to acquire registration for production of Lenacil and Chloridazon from Agricola for UK, France and Italy.
In the year 2005, the company acquired the CEQUISA and REPOSO S.A.I.C Argentina. They signed an agreement with Biocentury of China along with Nath Biogene (I) Ltd for transfer of technology related to Bt cotton. During the year 2005-06, the company made their first acquisition in Indian market in the form of SWAL Corporation Ltd, which is engaged in dealing in agrochemicals and fertilizer mixtures. Also, they acquired Advanta, Netherlands, a leading supplier of seeds and seed technologies to farmers and other industrial and non-industrial consumers, etc.
During the year 2006-07, the company acquired three products from Bayer Crop Science, AG Germany. This resulted in broadening the product portfolio of the company. The company purchased the global Propanil herbicide business from Dow Agro Science LLC. Also, they purchased methyl business including Londax herbicide and all mixtures from DuPont Bensulfuron. Also, they acquired all the shares of Cerexagri group of companies, which specializes in manufacture of fungicides. In July 2007, the company through their UK subsidiary took over 100% stake in ICONA and ICONA San Luis S.A. (ICONA), a manufacturer and distributor of crop protection products headquartered in Buenos Aires, Argentina.
In February 2008, the company purchased 100% stake in the Evofarms group of Companies (Evofarms), a major marketing company of generic products in the crop protection industry headquartered in Bogota, Colombia. During the year 2009-10, the company expanded the installed capacity of Industrial Chemicals from 39,600 Tonnes to 42,684 Tonnes. Also, they expanded the installed capacity of Pesticides from 110,608 Tonnes to 138,428 Tonnes.
During the year 2010-11, the company acquired the 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.
During the year, the company acquired RiceCo LLC, USA along with their subsidiaries and certain assets of the international business of their affiliate company. In April 4, 2011, the company through their subsidiary purchased 50% stake in Sipcam Isagro Brasil SA earlier held by Isargo S.p.a., the Italian group.
In July 26, 2011, the company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders. In January 2012, as per the scheme of amalgamation, the company's overseas subsidiary United Phosphorus Ltd (Mauritius) amalgamated with the company with effect from July 1, 2011.
In 2012, the company acquired 100% Stake in SD Agchem Europe. In 2013, name of United Phosphorous Ltd. was changed to UPL Limited. In 2014, UPL Mexico received ESR Award. In 2015, the company entered into an agreement to subscribe to 40% Shares in Sinagro Group, a Brazilian Company in the State of Mato Grosso. UPL Ltd, through its subsidiary has completed the transaction to acquire 40 per cent in the Sinagro Group, a Brazilian company.
The Board of Directors of UPL and Advanta Limited at their respective meeting held on 23 November 2015 approved the merger of Advanta Limited with UPL. Advanta is a member of the United Phosphorous group of companies. As per the merger scheme, Advanta shareholders holding 1 equity share of the company will be issued 1 UPL share. Additionally, the resident shareholders of Advanta will get 3 Optionally Redeemable Convertible Preference Shares of UPL for each share held in Advanta. The non-resident shareholders of Advanta will get 3 Compulsorily Convertible Preference Shares of UPL for each share held in Advanta. As per the scheme, Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL. Advanta is a global seeds company headquartered in India and with operating units in Argentina, Australia, India, Thailand, and the USA with a wide range of proprietary products in important field and vegetable crops that improve the productivity and profitability of the farmers in different parts of the world.
On 15 June 2016, UPL announced that it has acquired a strategic 26% stake in Weather Risk Management Services Private Limited (WRMS) for cash consideration of about Rs 10 crore. UPL said that the collaboration with WRMS will help the company in providing farm services and precision farming solutions to the farmers and several other value added services to farmers. UPL would leverage on technology platform developed by WRMS to strengthen its relationship with farmers. WRMS is primarily engaged in providing agriculture risk management solutions which include weather information and forecast services, agriculture decision support services, precision farming services, crop insurance products to farmers. WRMS also provides data analytics services to sectors such as renewable energy. WRMS also manufactures automated weather stations that can record, store, transmit weather information on a real-time basis using mobile or wired telecommunication network, assembling and sale of vehicle tracking system that has capabilities like live tracking, temperature, fuel monitoring of vehicles and telecom equipment which is used at telecom base stations for power management, temperature control and monitoring of solar panels. WRMS is primarily engaged in India but has recently started projects in Bangladesh, Cambodia and other Asian countries.
On 22 September 2016, UPL announced that it has divested its entire stake in its joint venture United Phosphorus (Bangladesh) Limited.
On 9 December 2016, UPL announced that its wholly owned subsidiary based in Mauritius UPL Corporation Limited has sold its shares held in Villa Crop Protection (Pty) Limited to an affiliate of Land O' Lakes Inc., an American company. UPL Corporation owned 19.22% of the shares in Villa Crop Protection (Pty) Limited. For sale of the shares, UPL Corporation received consideration of approximately Rs 22 crore.
On 30 March 2017, UPL announced that as a part of rationalization of its multiple entities, the company has entered into an agreement with Benmore Technologies Limited to sell its entire stake including all assets, liabilities, etc., in its overseas step-down subsidiary Agro trading Limited (formerly known as United Phosphorus Limited) based in Gibraltar.
On 10 May 2017, UPL announced that the Supreme Court vide its order dated 8 May 2017 has upheld the judgment of the Competition Appellate Tribunal (COMPAT) to reduce the penalty levied on the company by Competition Commission of India (CCI) to Rs 6.94 crore from Rs 252.44 crore. UPL said that the company has already deposited the amount of penalty.
On 25 May 2017, UPL announced that the company through its step down wholly owned subsidiary has subscribed to additional 9% shares in Sinagro Group, Brazil. After the acquisition of additional stake, UPL's interest in the Sinagro Group share capital will increase to 49% from 40%. UPL said that the transaction will lead to the enhancement of the already existing partnership between the company and Sinagro Group and the improvement of the business activities carried out by the Sinagro Group. Sinagro Group based out of Primavera de Leste in the state of Mato Grosso, is one of the leading distributors of farm inputs in the Cerrado region of Brazil and is also in the business of agricultural production and trading of grains. Brazil has the largest Soybean agrochemical market in the world and state of Mato Grosso is the leading Soybean producing state in Brazil.
On 1 September 2017, UPL announced that it has purchased through its step down wholly owned subsidiary 33.33% shares in the capital of Serra Bonita Semetes S.A., a Brazilian company located in City of Buritis, State of Minas Gerais (Serra Bonita) from SinAgro Produtos Agropecu rios S/A, a Brazilian company (Sinagro). UPL said that the transaction will lead to establishment of new synergies between the company and Serra Bonita for the production and innovation of the high quality seeds, thereby enabling UPL to expand and explore the opportunities and enlarge territories in the seed production and innovation domain in Brazil. Serra Bonita is engaged in producing high quality seeds through innovation and has local expertise in Brazil. UPL, through its step down subsidiary in Brazil, having seed operations, is engaged in development of modern technologies and solutions through its research and development stations for producing high quality seeds.
On 30 Jan 2018, UPL announced that the company through its subsidiaries has purchased the entire remaining 24.5% equity shares of UPL AGROMED TARIM ILACLARI VE TOHUMCULIK SAN. VE TIC. A.Sw. for 1.4 million euro, thereby making it a wholly-owned subsidiary of the company. The company incorporated in Turkey is engaged in sales of crop protection products.
On 5 March 2018, UPL announced that its wholly-owned subsidiary UPL Corporation Limited (formerly Biowin Corporation Limited) has successfully completed the pricing of its US$ 300 million senior unsecured notes (Notes) at 4.5 % per annum, due 2028. The Notes have been rated 'BBB-' by Fitch, and 'BBB-' by S&P. An application is filed to the Singapore Stock Exchange for the listing of the Notes.
On 16 March 2018, UPL announced that it has completed a transaction in which the company through its step down wholly owned subsidiary has subscribed further shares in the Sinagro Group, along with other investors, resulting in dilution of UPL's existing shareholding in Sinagro Group to 45% from 49%. UPL said that the additional funding of the Sinagro Group by UPL through its step down wholly owned subsidiary and other investors through this transaction will lead to improvement of the business activities carried out by the Sinagro Group.
UPL Ltd
Chairman Speech
The year under review was one of the most memorable in UPL Limited’s history.
The Company acquired Arysta LifeScience in an all-cash US$ 4.2 billion deal, which was
completed within a record six months.
This helped the combined entity emerge as the fifth-largest crop protection products
company in the world with combined sales of US$ 4.7 billion in FY2019 (trailing twelve
months basis).
Explaining the acquisition
Over the last few years, the global crop protection products industry has undergone
consolidation, warranting a greater need for scale across serious players.
Scale enhances economies of scale, ability to attract fresh talent, ability to launch
differentiated products and a stronger registration pipeline. UPL, over the last 25 years,
has made 40+ acquisitions and been successful in accelerating growth in a profitable
manner.
The Arysta LifeScience acquisition represents the largest in our existence and possibly
the most important. Arysta LifeScience (formed in 2001) is present in the proprietary
post-patent space, a segment growing faster than the mainstream sector.
As the pace of discovery of new active ingredients has declined and an increasing
number of products are going off-patent, Arysta
LifeScience possesses one of the world’s best supply chain systems as well as a
broad products portfolio comprising herbicides, fungicides, insecticides, bio-solutions
and seed treatment targeted at specialty crops and applications.
UPL’s landmark acquisition bodes well for a number of reasons.
One, UPL has a strong manufacturing presence with plants in 34 global locations (26
for active ingredients / formulations and eight for seeds). On the other hand,
Arysta’s asset-light model outsources most manufacturing operations (with formulation
plants in 14 locations), electing to focus largely on marketing. The coming together of
the companies will empower UPL to provide strong manufacturing support to Arysta on the
one hand and leverage the latter’s deep distribution capability on the other – a
win-win.
Two, Arysta possesses a proven expertise in the realm of certain proprietary
molecules. Following the acquisition, UPL will gain access to these proprietary molecules.
Three, the two companies possess complementary portfolios: UPL’s crop
protection products are go-to products for row crops, while Arysta’s products are
preferred for the cultivation of specialty crops like horticulture. The complementary
product portfolios of the two entities have helped create a company with a larger and
relatively de-risked application presence. This was evident in the unconditional approval
from 40+ anti-trust regulators, without requiring any portfolio divestments.
Four, the two companies also enjoy a presence in complementary markets. Arysta
enjoys a strong presence in Eastern Europe and CIS countries; UPL possesses a similar
presence in Western Europe and Latin America. Arysta enjoys a relatively large presence in
Africa, Russia and Ukraine, where UPL is less conspicuous. Following the acquisition, UPL
will be able to tap deeper into these territories.
Five, following the acquisition, UPL’s product registrations more than doubled
- from ~6,150 to more than
12,400. Considering that it takes between two to five years to get a product
registered, this acquisition has strengthened the Company’s long-term prospects.
Six, both companies complement each other in managing risks and financial
resources. One of the primary reasons for UPL’s success in Latin America has been its
ability to manage market volatility, which holds true for Arysta’s performance in
sub-Saharan Africa, where the Company dealt with currency and political risks. The coming
together of UPL and Arysta provides a neat complement that will disproportionately
strengthen the overall complement.
I am optimistic that this acquisition will broaden UPL’s positioning as a global
company of Indian origin. More than 83% of UPL revenues are derived from global markets.
UPL has recruited globally and locally, strengthening its terrain familiarity and the
ability to take decisions closer to the ground. The result is that the Company reported
sustainable and profitable growth despite monetary, political, climatic, regulatory and
economic challenges.
Need for specialised solutions
Falling crop commodity prices over the past few years impacted the demand for crop
protection products, resulting in industry consolidation and relevant counter-strategies.
Urbanisation and climatic vagaries affected sectoral growth. Changing climatic conditions
are increasing pest disturbance, increasing their population and enhancing their appetite,
threatening global food security. The need of the hour is to provide specialised solutions
that protect yields and minimize pre- and post-harvest losses.
Scientists have found that globally, pathogens and pests have affected crop yields by
10 to 40% for major food crops like wheat, rice, maize, soybean and potato.
(Source: University of California’s Division of Agriculture and Natural Resources
/ International Society for Plant Pathology).
OpenAg
Our purpose is to create...
An open network for agriculture, activating connections across the world’s
agriculture system.
Powering new levels of sustainable growth – for farmers, for producers, for
customers and partners, for societies everywhere.
Ours is a world of no borders and no limits. Not a hard-wired linear value chain,
but an agile, fluid network of relationships and interplays that leapfrog traditional
boundaries and jump to new opportunities. Where connections are more personal and
solutions more personalised.
From crop protection, to biosolutions, to innovative hybrid platforms and
beyond… We create more choice, faster access, greater value and sustainability. We
open possibilities and shape the future in an interactive and synergistic way. Agriculture
with no borders, growth for all. OpenAg.
Besides, the global population of 7.6 billion is expected to grow to 8.6 billion by
2030 and 9.8 billion by 2050, making it imperative for companies like UPL to come up with
specialised crop protection products with greater speed than ever.
This priority is also evident in India, one of the largest agricultural markets of the
world. Around 70% of India’s rural households depend primarily on agriculture; around
86% of India’s farmers are categorised as ‘small and marginal’ and own less
than 2 hectares, which is the equivalent of two football fields. A number of measures were
undertaken by the Government of India, including enhanced minimum support prices for a
number of crops. The Central Government also aims to double farmers’ income by 2022
through measures like Pradhan Mantri Krishi
Sinchayee Yojana, Pradhan Mantri Fasal Bima Yojana and National Food Security Mission,
among others.
At UPL, we believe that crop protection products addressing pre- and post-harvest
losses play a pivotal role. The Indian Council of Agricultural Research estimated that
around 30%-35% of the annual crop yield in India is lost to pests. India’s pesticide
consumption is one of the lowest in the world; the average hectare in India consumes just
0.6 kilograms of pesticide compared to 5-7 kilograms per hectare in the US and 11-12
kilograms per hectare in Japan, a large headroom. We believe that the sector has an
important role to play at a time when the country is engaged in strengthening
farmers’ income.
Overview
Following the acquisition of Arysta LifeScience, UPL has evolved from being just a
product-based company to a solution-oriented organisation covering all major crops.
The new UPL is attractively positioned to address the existing and emerging needs of
farmers across a wider global footprint with a larger basket of products.
We believe that the new UPL will enhance value for its stakeholders. I thank our large
family of stakeholders for their trust and assure that we will continue to enhance value
for our Company in the foreseeable future.
RD Shroff,
Chairman
  Â
UPL Ltd
Company History
UPL Limited is a global generic crop protection, chemicals and seeds company. The company is engaged in the business of agrochemicals, industrial chemicals and chemical intermediates. They operate in three segments: agro chemical, industrial chemicals and others. The agro chemicals segment consists of agrochemicals technicals and formulations. The industrial chemicals segment consists of industrial chemicals and speciality chemicals. The others segment consists of traded products. The company has also got a captive power plant in Jhagadia.
The company offers a range of products that includes insecticides, fungicides, herbicides, fumigants, plant growth and regulators and rodenticides. They have 23 manufacturing sites, which includes nine in India, four in France and two in Spain. They operate in every continent and have a customer base in 123 countries with their own subsidiary offices in Argentina, Australia, Bangladesh, Brazil, China, Canada, Denmark, France, Germany, Hong Kong, Indonesia, Japan, Korea, Mauritius, Mexico, New Zealand, Russia, Italy, Turkey, Spain, South Africa, Taiwan, USA, UK, Vietnam, Zambia, Shanghai, Columbia and Netherland.
UPL Limited was incorporated on January 2, 1985 with the name Vishwanath Commercials Ltd. In February 1985, the company went to public. In February 1994 R.D. Shroff along with his family and investment companies acquired 78.61% of the equity capital of the company and changed the company name to Search Chem Industries Ltd in 24, February 1995. In March 1995 the group reorganized the shareholding and as a result United Phosphorus Ltd acquired 75% of the equity capital of Search Chem Industries Ltd from the family and investment companies of R. D. Shroff. Subsequently, in August 1995, United Phosphorus acquired further 11,560 shares thereby resulting in total holding of 79.72%. As a result, the company became the promoter of the company. After the takeover, the company changed their business of trading in shares/debentures and had entered into the chemical business.
In September 30, 2003, the manufacturing division of United Phosphorus was transferred to the company and the name of the company was changed from Search Chem Industries Ltd to United Phosphorus Ltd. In the year 2004, the company acquired 20% stake in Cropserve, a company based in South Africa. Also, they signed an agreement to acquire registration for production of Lenacil and Chloridazon from Agricola for UK, France and Italy.
In the year 2005, the company acquired the CEQUISA and REPOSO S.A.I.C Argentina. They signed an agreement with Biocentury of China along with Nath Biogene (I) Ltd for transfer of technology related to Bt cotton. During the year 2005-06, the company made their first acquisition in Indian market in the form of SWAL Corporation Ltd, which is engaged in dealing in agrochemicals and fertilizer mixtures. Also, they acquired Advanta, Netherlands, a leading supplier of seeds and seed technologies to farmers and other industrial and non-industrial consumers, etc.
During the year 2006-07, the company acquired three products from Bayer Crop Science, AG Germany. This resulted in broadening the product portfolio of the company. The company purchased the global Propanil herbicide business from Dow Agro Science LLC. Also, they purchased methyl business including Londax herbicide and all mixtures from DuPont Bensulfuron. Also, they acquired all the shares of Cerexagri group of companies, which specializes in manufacture of fungicides. In July 2007, the company through their UK subsidiary took over 100% stake in ICONA and ICONA San Luis S.A. (ICONA), a manufacturer and distributor of crop protection products headquartered in Buenos Aires, Argentina.
In February 2008, the company purchased 100% stake in the Evofarms group of Companies (Evofarms), a major marketing company of generic products in the crop protection industry headquartered in Bogota, Colombia. During the year 2009-10, the company expanded the installed capacity of Industrial Chemicals from 39,600 Tonnes to 42,684 Tonnes. Also, they expanded the installed capacity of Pesticides from 110,608 Tonnes to 138,428 Tonnes.
During the year 2010-11, the company acquired the 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.
During the year, the company acquired RiceCo LLC, USA along with their subsidiaries and certain assets of the international business of their affiliate company. In April 4, 2011, the company through their subsidiary purchased 50% stake in Sipcam Isagro Brasil SA earlier held by Isargo S.p.a., the Italian group.
In July 26, 2011, the company acquired a 51% stake in DVA Agro Do Brasil (DVA Agro Brazil), a Brazilian company, from DVA Group, Germany and other shareholders. In January 2012, as per the scheme of amalgamation, the company's overseas subsidiary United Phosphorus Ltd (Mauritius) amalgamated with the company with effect from July 1, 2011.
In 2012, the company acquired 100% Stake in SD Agchem Europe. In 2013, name of United Phosphorous Ltd. was changed to UPL Limited. In 2014, UPL Mexico received ESR Award. In 2015, the company entered into an agreement to subscribe to 40% Shares in Sinagro Group, a Brazilian Company in the State of Mato Grosso. UPL Ltd, through its subsidiary has completed the transaction to acquire 40 per cent in the Sinagro Group, a Brazilian company.
The Board of Directors of UPL and Advanta Limited at their respective meeting held on 23 November 2015 approved the merger of Advanta Limited with UPL. Advanta is a member of the United Phosphorous group of companies. As per the merger scheme, Advanta shareholders holding 1 equity share of the company will be issued 1 UPL share. Additionally, the resident shareholders of Advanta will get 3 Optionally Redeemable Convertible Preference Shares of UPL for each share held in Advanta. The non-resident shareholders of Advanta will get 3 Compulsorily Convertible Preference Shares of UPL for each share held in Advanta. As per the scheme, Advanta GDR holders holding 1 GDR will be issued 1.06 GDR of UPL. Advanta is a global seeds company headquartered in India and with operating units in Argentina, Australia, India, Thailand, and the USA with a wide range of proprietary products in important field and vegetable crops that improve the productivity and profitability of the farmers in different parts of the world.
On 15 June 2016, UPL announced that it has acquired a strategic 26% stake in Weather Risk Management Services Private Limited (WRMS) for cash consideration of about Rs 10 crore. UPL said that the collaboration with WRMS will help the company in providing farm services and precision farming solutions to the farmers and several other value added services to farmers. UPL would leverage on technology platform developed by WRMS to strengthen its relationship with farmers. WRMS is primarily engaged in providing agriculture risk management solutions which include weather information and forecast services, agriculture decision support services, precision farming services, crop insurance products to farmers. WRMS also provides data analytics services to sectors such as renewable energy. WRMS also manufactures automated weather stations that can record, store, transmit weather information on a real-time basis using mobile or wired telecommunication network, assembling and sale of vehicle tracking system that has capabilities like live tracking, temperature, fuel monitoring of vehicles and telecom equipment which is used at telecom base stations for power management, temperature control and monitoring of solar panels. WRMS is primarily engaged in India but has recently started projects in Bangladesh, Cambodia and other Asian countries.
On 22 September 2016, UPL announced that it has divested its entire stake in its joint venture United Phosphorus (Bangladesh) Limited.
On 9 December 2016, UPL announced that its wholly owned subsidiary based in Mauritius UPL Corporation Limited has sold its shares held in Villa Crop Protection (Pty) Limited to an affiliate of Land O' Lakes Inc., an American company. UPL Corporation owned 19.22% of the shares in Villa Crop Protection (Pty) Limited. For sale of the shares, UPL Corporation received consideration of approximately Rs 22 crore.
On 30 March 2017, UPL announced that as a part of rationalization of its multiple entities, the company has entered into an agreement with Benmore Technologies Limited to sell its entire stake including all assets, liabilities, etc., in its overseas step-down subsidiary Agro trading Limited (formerly known as United Phosphorus Limited) based in Gibraltar.
On 10 May 2017, UPL announced that the Supreme Court vide its order dated 8 May 2017 has upheld the judgment of the Competition Appellate Tribunal (COMPAT) to reduce the penalty levied on the company by Competition Commission of India (CCI) to Rs 6.94 crore from Rs 252.44 crore. UPL said that the company has already deposited the amount of penalty.
On 25 May 2017, UPL announced that the company through its step down wholly owned subsidiary has subscribed to additional 9% shares in Sinagro Group, Brazil. After the acquisition of additional stake, UPL's interest in the Sinagro Group share capital will increase to 49% from 40%. UPL said that the transaction will lead to the enhancement of the already existing partnership between the company and Sinagro Group and the improvement of the business activities carried out by the Sinagro Group. Sinagro Group based out of Primavera de Leste in the state of Mato Grosso, is one of the leading distributors of farm inputs in the Cerrado region of Brazil and is also in the business of agricultural production and trading of grains. Brazil has the largest Soybean agrochemical market in the world and state of Mato Grosso is the leading Soybean producing state in Brazil.
On 1 September 2017, UPL announced that it has purchased through its step down wholly owned subsidiary 33.33% shares in the capital of Serra Bonita Semetes S.A., a Brazilian company located in City of Buritis, State of Minas Gerais (Serra Bonita) from SinAgro Produtos Agropecu rios S/A, a Brazilian company (Sinagro). UPL said that the transaction will lead to establishment of new synergies between the company and Serra Bonita for the production and innovation of the high quality seeds, thereby enabling UPL to expand and explore the opportunities and enlarge territories in the seed production and innovation domain in Brazil. Serra Bonita is engaged in producing high quality seeds through innovation and has local expertise in Brazil. UPL, through its step down subsidiary in Brazil, having seed operations, is engaged in development of modern technologies and solutions through its research and development stations for producing high quality seeds.
On 30 Jan 2018, UPL announced that the company through its subsidiaries has purchased the entire remaining 24.5% equity shares of UPL AGROMED TARIM ILACLARI VE TOHUMCULIK SAN. VE TIC. A.Sw. for 1.4 million euro, thereby making it a wholly-owned subsidiary of the company. The company incorporated in Turkey is engaged in sales of crop protection products.
On 5 March 2018, UPL announced that its wholly-owned subsidiary UPL Corporation Limited (formerly Biowin Corporation Limited) has successfully completed the pricing of its US$ 300 million senior unsecured notes (Notes) at 4.5 % per annum, due 2028. The Notes have been rated 'BBB-' by Fitch, and 'BBB-' by S&P. An application is filed to the Singapore Stock Exchange for the listing of the Notes.
On 16 March 2018, UPL announced that it has completed a transaction in which the company through its step down wholly owned subsidiary has subscribed further shares in the Sinagro Group, along with other investors, resulting in dilution of UPL's existing shareholding in Sinagro Group to 45% from 49%. UPL said that the additional funding of the Sinagro Group by UPL through its step down wholly owned subsidiary and other investors through this transaction will lead to improvement of the business activities carried out by the Sinagro Group.
UPL Ltd
Directors Reports
To,
The members of
UPL Limited
Your Directors have pleasure in presenting their report and audited accounts for the
year ended on 31st March 2019.
FINANCIAL RESULTS
(H in crore)
|
Consolidated |
Standalone |
|
Current Year |
Previous Year |
Current Year |
Previous Year |
| Total Revenue |
22,077 |
17,920 |
9,220 |
7,809 |
| Earnings before interest, tax, depreciation, amortisation, exceptionals, prior period
adjustments and minority interest |
4053 |
3919 |
1,398 |
1,384 |
| Depreciation/amortization |
969 |
675 |
724 |
666 |
| Finance Cost |
963 |
783 |
185 |
135 |
| Exceptional items |
451 |
63 |
4 |
7 |
| Profit/(Loss) from Associates |
14 |
(93) |
|
|
| Profit before tax |
1,684 |
2,305 |
486 |
576 |
| Provision for taxation |
|
|
|
|
| Current tax |
442 |
311 |
83 |
180 |
| Adjustments of tax relating to earlier years |
(4) |
(79) |
(3) |
(83) |
| Deferred tax |
(273 |
43 |
1 |
(69) |
| Profit after tax |
|
|
|
|
| Minority interest |
1,519 |
2,030 |
404 |
548 |
|
72 |
8 |
|
|
| Net profit for the year |
1,447 |
2,022 |
404 |
548 |
OPERATIONAL PERFORMANCE
a) The Company ended the year with growth in revenues of 14%. This growth comprised of
7% growth in volumes, 4% growth in price and favorable exchange impact of 3%. Performance
highlights by region are as follows:-In India the growth in sale of crop protection
products was 4%. Rainfall in India during last year was below average (91% of long term
average) and less than the forecast made. The country experienced fifth straight year of
less than normal rains.
Apart from deficit in rainfall the problems for farm sector were aggravated on account
of erratic rains. In some parts of the country there were heavy floods resulting in loss
of life, crops and property. The affected states were mainly Madhya Pradesh, Uttar
Pradesh, Bihar and Jharkhand.
With less rains, the rabi season was also not very encouraging. In spite of such
difficult situation in the country, the Company has achieved revenue growth of 4%. The
growth was observed in key insecticides and herbicides.
The Company launched a few non-selective herbicides during the year. The Company’s
initiative of Adarsh Kisan Centre expanded to more areas and the farming community
appreciated the same.
In Latin America, the Company’s revenue grew by 25%, while the crop protection
industry grew by 11% in CY2018. This is a significant achievement, considering that Brazil
and some of the other Latin American countries faced political and economic uncertainties.
The growth was across all key product segments, notably Sperto and Unizeb line of products
of the Company. These products are very well accepted in these countries.
In North America the herbicide portfolio recorded good growth and has been successful
in addressing the issue of weed-resistance. The market sentiment was adversely impacted
due to trade war between China and USA. The Company’s efforts to improve sales is now
bearing fruit after good rains returned last year in USA.
As indicated in the last Annual Report the European market has begun improving.
Southern Europe witnessed wet weather resulting in growth in sale of fungicides. Also, the
sugar beet season has been good, and this has driven sales of herbicides and fungicides.
As regards rest of the world, the revenue growth has been 6%. Africa and South East
Asia countries have been the growth drivers in this region. The herbicide sales are
improving in these markets. However, in Australia the extended drought impacted sales.
ACQUISITION OF ARYSTA LIFESCIENCE
During the year the Company through its subsidiary, UPL
CorporationLimitedinMauritius,acquiredArystaLifeScience.
Arysta had a turnover close to US$ 2 billion. It too is a global provider of innovative
crop protection solutions, including bio-solutions and seed treatment. Further, there is
minimal overlap in the product portfolios of UPL and Arysta. The product portfolios of
both companies are complementary, leading to significant cross-selling opportunities. In
terms of regional presence, Arysta’s stronger presence in Africa and Eastern Europe
means that the combined entity will be able to offer a wide basket of solutions for
various raw crops and specialty crops across a broad swathe of countries. This will
comprise of crop protection products, bio-solutions and seed treatment products. This will
encompass all aspects of crop life cycle, starting from seed up to post harvest. This
acquisition will result in enhanced R&D capabilities for the group.
The acquisition was made for US$ 4.2 billion. This was funded through a combination of
fresh equity and debt at UPL Corporation level. The debt of US$ 3 billion was provided by
a syndicate of banks. The Company obtained all the regulatory approvals necessary to
complete the acquisition in a period of six months.
With this acquisition the Company will be among top five global crop protection product
companies.
FUTURE OUTLOOK
We expect the global crop protection industry to generate higher volumes in 2019,
supported by improvement in prices. UPL is ideally positioned to take advantage of these
upsides. The acquisition of Arysta LifeScience is opportune in that sense. Arysta brings
with it a vast marketing network, multiple distribution channels, access to newer markets,
a much wider and complementary product portfolio, making the future of the combined
Company very bright. Arysta’s strong presence in fast growing segments like
bio-solutions and seed treatment will ensure that the Company is future ready. The Company
has established its brand image in the market as a trusted supplier, which guarantees
quality products at competitive prices. The Company devises its marketing strategies in a
manner that ensures a win-win scenario for all stakeholders at all times. Overall a very
bright and promising future is expected for the Company.
DIVIDEND
Your Directors have recommended dividend of 400% i.e. H8 per Equity Share of H2 each
for the financial year ended 31st
March, 2019, 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 29th May, 2019 and whose names appear as beneficial owners as per the
beneficiary list furnished for the purpose by National Securities Depository Limited and
Central Depository Services (India) Limited.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("LODR") the Company has formulated its Dividend
Distribution Policy and the same is uploaded on the website of the Company which can be
accessed at https://www.upl-ltd.com/policies-compliances-announcements.
BONUS SHARES
To mark the golden jubilee of the Company, your Directors have announced issue of Bonus
Shares in the ratio of one bonus share for every two shares held by the member. The same
will be subject to the approval of the members and for this a separate Extra Ordinary
General Meeting will be held. On approval by the members, the Bonus Shares will be issued
to those members whose names appear in the register of members as on the record date which
will be announced after the said Extra Ordinary General Meeting and to those members whose
names appear as beneficial owners as per the beneficiary list furnished for the purpose by
National Securities Depository Limited and Central Depositary Services (India) Limited.
FINANCE
(a) Fixed Deposits
The Company has not accepted fixed deposits during the year. There are no fixed
deposits outstanding as at 31st March, 2019.
(b) Particulars of Loans, Guarantees or Investments
The details of Loans, Guarantees or Investments are given in the notes to the Financial
Statements.
(c) Changes in Paid-up Share Capital
During the year the Company has issued and allotted the following shares: (i) 9,589
equity shares of H2 each to Employees under Employee Stock Option Plan of the Company.
CREDIT RATING
The Company has a good reputation for prudent financial management and ability to meet
its financial commitments. The Company’s credit facilities in India have been rated
by CARE as CARE AA+(Negative) for long term facilities and CARE A1+ for short term
facilities and by CRISIL as CRISIL AA+(Negative) for long term facilities and CRISIL A1+
for short term facilities. Company’s commercial paper are rated by CARE as CARE A1+
and by CRISIL as CRISIL A1+. Company’s non-convertible debentures are rated by CARE
as CARE AA+ (Negative) and by Brickwork Ratings as BWR AA+(Stable).
The international bonds issued by UPL Corporation Ltd, a subsidiary of the Company,
have been rated by S&P as BBB-(Stable), Moody’s Baa3 (Positive) & Fitch
BBB-(Negative). It has issued 5 year US$ 500 mn US$ denominated Senior Notes under
144A/Reg S in October 2016 and a 10 year US$ 300 mn US$ denominated Senior Notes under Reg
S in February/March 2018.
ESOP
The details as required to be disclosed under the SEBI (Share Based Employee Benefits)
Regulation, 2014 are put on the Company’s website at the link https://www.upl-ltd.
com/policies-compliances-announcements
SAFETY AND ENVIRONMENT
Safety
Safety and well-being of each and every one working for and on behalf of the Company
remains to be of top priority for the Company. Your company has taken some significant
steps in order to enhance its overall safety performance as part of business continuity
process, to take it to the next level eventually to meet its vision of being best in class
and installed a unique engagement initiative "Safety First" for making safety a
way of life.
Initiatives like Zero Leak Programme, Mistake proofing thuman ough Poka-yoke, Safety
Abnormality reporting, 5S have helped sustain our safety performance.
Capability Building through level 0, 1 & 2 training and employee engagement
initiatives are continuously being strengthened. Level 0, 1 & 2 trainings are training
for safety and functional capability building, an employee can take charge only after
he/she has successfully passed the assessment. Your company has a system of internal &
external safety audit and average compliances of 2nd and 3rd party audit have been a
significant 95+%. "Safety First" is a unique engagement Initiative to bring
about interdependent culture, which focuses on enhanced safety Leadership through
communication, engagement, horizontally deploying best practices and corrective/
preventive actions management, enhancing effectiveness of plant safety representatives and
leadership involvement. Our company engaged services of overseas reputed consultants for
imparting training on Safety Leadership on doing things differently making the same
initiatives more impactful.
For the current year, our company had a LTIFR : 0.117 per 200 thousand hours worked.
Company strongly focuses on the reporting of Safety Abnormalities, Man Machine and
Man-Chemical interfaces and closure of the same through mistake proofing. 8 plants of the
Company globally worked without any recordable incidents. Company made substantial
improvement in execution of Green Field projects.
The Company has initiated a process of Activity based risk assessment and developing
health and fire index as an additional measure for well being of the people employed as
well as asset protection.
The motto remains: Everyone working for and on behalf of UPL - "Doing Safer is
Doing Better".
Environment
At the Company, sustainability is driven by smarter innovation and profitable growth.
We believe that a business can be profitable by adopting sustainable practices ensuring
harmony with the society and environment. We are constantly working to reduce our
environmental footprint and find innovative product solutions that benefit the society.
Our commitment to environmental protection extends beyond the scope of legal requirements.
We are committed to the chemical industry’s Responsible Care™ initiative and
have set out the basic principles of this commitment in our Global Environmental Footprint
Reduction Plan. Certified HSEQ management systems control its operational implementation.
This year company has released its second Sustainability Report as per GRI standards in
accordance with comprehensive option. The Company’s Sustainable Development Plan is
fully aligned with UN Sustainable Development Goals. and that the financial controls were
adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Corporate Governance Report
Your Company and its Board has been complying with Corporate Governance practices as
set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management
Discussions and Analysis Report forms part of this Report. Auditor’s certificate
confirming compliance of the Corporate Governance as stipulated under the said Regulations
is also attached to this Report.
Dealing with securities which have remained unclaimed Members are hereby informed that
as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in
the process of sending reminders to those Members whose share certificates have remained
unclaimed, to contact the Company immediately in the matter. The Registrar and Transfer
Agent M/s Link Intime India Pvt. Ltd. is in the process of compiling the data for
unclaimed shares. The Company, now after following the prescribed procedure will
dematerialize unclaimed shares which are retained with the Company. These shares would be
held by the Company on behalf of the holders of such shares in an "Unclaimed Suspense
Account" to be opened with a depository. At the end of seven years, hereof, these
shares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed in
respect of such shares shall also be held in a separate suspense account and would
likewise be transferred to IEPF at the end of seven years. Members may note that the
lawful claimant in respect of these shares / dividend will be able to claim such shares
dividend from the Company till such time they remain in the unclaimed suspense account as
aforesaid.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors complied with the applicable Secretarial Standards issued by the
Institute of Companies Secretaries of India relating to the meetings of the Board and
General Meetings.
BUSINESS RESPONSIBILITY REPORTING
A separate section of Business Responsibility forms part of this Annual Report as
required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial statements are prepared for the year 2018-19 in compliance with
the provisions of the Companies Act, applicable Accounting Standards and as prescribed
under the SEBI regulations. The consolidated statements are prepared on the basis of
audited financial statements of the Company, its subsidiaries, associates and joint
ventures. These consolidated financial statements along with the Auditors Report thereon
form part of the Company’s Annual Report. They are also put up on the website of the
Company https://www.upl-ltd.com/ policies-compliances-announcements.
COPY OF THE ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013 a copy of Annual Return has
been placed on the website of the Company and the web link of such Annual Return is
https:// www.upl-ltd.com/ policies-compliances-announcements
LISTING OF THE COMPANY’S EQUITY SHARES
The equity shares of the Company are listed on the BSE Ltd. and National Stock Exchange
of India Ltd. There is no default in paying annual listing fees.
ACKNOWLEDGEMENT:
The Directors are thankful to all the stakeholders and various government agencies and
ministries for their continued support.
CAUTIONARY STATEMENT:
Statements in the Director’s Report and the Management Discussion and Analysis
describing the Company’s objectives, expectations or predictions, may be forward
looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Important factors that could
influence the Company’s operations include: global and domestic demand and supply
conditions, availability of critical materials and their cost, changes in government
policies and tax laws, economic development of the country, and other factors which are
material to the business operations of the Company. that the Company has
| Mumbai |
On behalf of the Board of Directors |
| 17th May 2019 |
|
| Registered Office: |
|
| 3-11, G.I.D.C., Vapi |
Rajnikant Devidas Shroff |
| Dist. Valsad, Gujarat |
Chairman & Managing Director |
| Pin: 396195 |
(DIN: 00180810) |
  Â
UPL Ltd
Company Background
| Incorporation Year | 1985 |
| Registered Office | 3-11 GIDC,Dist Valsad
VAPI,Gujarat-396195 |
| Telephone | 91-260-2400717,Managing Director |
| Fax | 91-260-2401823 |
R D ShroffR D Shroff| Company Secretary | M B Trivedi |
| Auditor | B S R & Co LLP |
| Face Value | 2 |
| Market Lot | 1 |
| Listing | Luxembourg,MSEI ,Mumbai,NSE, |
| Registrar | Link Intime India Pvt Ltd
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083 |
UPL Ltd
Company Management
| Director Name | Director Designation | Year |
|---|
| R D Shroff | Chairman & Managing Director | 2018 |
| Sandra R Shroff | Vice Chairman | 2018 |
| Jaidev R Shroff | Director | 2018 |
| Vikram R Shroff | Director | 2018 |
| A C Ashar | Director (Finance) | 2018 |
| Pradeep Goyal | Independent Director | 2018 |
| R Ramachandran | Independent Director | 2018 |
| Vinod Sethi | Independent Director | 2018 |
| M B Trivedi | Company Secretary | 2018 |
| Hardeep Singh | Independent Director | 2018 |
| Vasant P Gandhi | Independent Director | 2018 |
UPL Ltd
Listing Information
| Listing Information |
|---|
| NIFTY |
| BSE_500 |
| BSE_100 |
| BSE_200 |
| BSEDOLLEX |
| CNX500 |
| CNX100 |
| CNX200 |
| CNXCOMMODI |
| BSEGREENEX |
| NFTALPHA50 |
| BSECARBONE |
| NFT100EQWT |
| BSEALLCAP |
| BSELARGECA |
| BSEMETERIA |
| BSEMANUFAC |
| SENSNEXT50 |
| ESG100 |
| LMI250 |
| BSEDSI |
| NFT50EQWT |
UPL Ltd
Finished Product
| Product Name | Unit | Installed
Capacity | Production
Quantity | Sales
Quantity | Sales
Value |
|---|
| Sales | NA | 0 | 0 | 0 | 7168 |
| Other Operating Revenue | NA | 0 | 0 | 0 | 172 |
| Sale of Services | NA | 0 | 0 | 0 | 34 |
| Others-Traded | NA | 0 | 0 | 0 | 0 |
| Others | NA | 0 | 0 | 0 | 0 |
| Sale Of Raw Materials | NA | 0 | 0 | 0 | 0 |
| Hybrid Seeds-Traded | NA | 0 | 0 | 0 | 0 |
| Hybrid Seeds | MT | 0 | 0 | 0 | 0 |
| Soyabean Meal-DOC | MT | 0 | 0 | 0 | 0 |
| Power | Kwh | 0 | 0 | 0 | 0 |
| Power | MW | 0 | 0 | 0 | 0 |
| Chloro Alkaline Products | MT | 0 | 0 | 0 | 0 |
| Chloro Alkaline Products | NM3 | 0 | 0 | 0 | 0 |
| Mercury Salts | MT | 0 | 0 | 0 | 0 |
| Chemicals-Industrial | MT | 0 | 0 | 0 | 0 |
| Chemicals-Industrial-Traded | KL | 0 | 0 | 0 | 0 |
| Chemicals-Industrial-Traded | MT | 0 | 0 | 0 | 0 |
| Speciality Chemicals | MT | 0 | 0 | 0 | 0 |
| Speciality Chemicals-Traded | MT | 0 | 0 | 0 | 0 |
| Pesticides | KL | 0 | 0 | 0 | 0 |
| Pesticides | LB | 0 | 0 | 0 | 0 |
| Pesticides | MT | 0 | 0 | 0 | 0 |
| Pesticides | No | 0 | 0 | 0 | 0 |
| Pesticides Intermediates | KL | 0 | 0 | 0 | 0 |
| Pesticides Intermediates | MT | 0 | 0 | 0 | 0 |
| Pesticides-Traded | KL | 0 | 0 | 0 | 0 |
| Pesticides-Traded | MT | 0 | 0 | 0 | 0 |
| Pesticide-Traded | LB | 0 | 0 | 0 | 0 |