UPL Ltd
Directors Reports
Dear Members,
Your Directors have the pleasure of presenting a report on the business performance and
the audited consolidated and standalone financial statements of UPL Limited ("the
Company" or "UPL") for the financial year ended March 31, 2023.
FINANCIAL RESULTS
(Rs in Crores)
| Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Income |
54,053 |
46,521 |
19,245 |
17,080 |
| EBITDA |
11,178 |
10,165 |
2,746 |
2,688 |
| Depreciation/amortisation |
2,547 |
2,359 |
951 |
1,044 |
| Finance Cost |
2,963 |
2,295 |
499 |
377 |
| Exceptional items |
170 |
324 |
12 |
6 |
| Profit / (Loss) from Associates |
157 |
134 |
- |
- |
Profit before tax |
5,150 |
4,966 |
1284 |
1,261 |
| Provision for taxation |
|
|
|
|
| Current tax |
1,506 |
1,096 |
314 |
220 |
| Deferred tax |
(770) |
(567) |
(5) |
(135) |
Profit after tax |
4,414 |
4,437 |
975 |
1,176 |
| Minority interest |
844 |
811 |
- |
- |
Net profit for the year |
3,570 |
3,626 |
975 |
1,176 |
OPERATIONAL PERFORMANCE
UPL delivered resilient results for FY 2023 despite facing significant headwinds in the
final quarter. UPL's consolidated revenue from operations increased by -16% to Rs 53,576
crores from Rs 46,240 crores in FY 2023. EBITDA increased by -10% to Rs 11,178 crores from
Rs 10,165 crores in FY 2023. Net profit and earning per share were largely flat year on
year as net finance costs increased by 56%, of which 65 % of the increase in finance costs
came from the increase in base rates in most of the geographies. The rest was largely on
account of forex.
During the year, the Company generated strong cash flows and utilized it towards
deleveraging the balance sheet and returning to shareholders. The gross debt was reduced
by US$ 617 Mn and net debt by US$ 440 Mn. FY 2023 was a combination of two distinct
periods with strong performance in first nine months. The fourth quarter, however, was an
unusual one with pricing pressure and delayed purchase by channel in the post patent space
due to oversupply of certain molecules.
We continue to prudently invest towards ensuring reliable growth across regions with
most regions witnessing a doubledigit growth. The region-wise performance for FY2023 was
as under:
Region (Rs crores) |
FY 2023 |
FY 2022 |
Change |
Latin America |
21,975 |
18,039 |
22% |
Europe |
7,324 |
6,893 |
6% |
North America |
8,735 |
7,808 |
12% |
India |
6,539 |
5,687 |
15% |
Rest of the World |
9,002 |
7,812 |
15% |
For more details on the financial performance, please refer to the Management
Discussion and Analysis Report.
STRATEGIC CORPORATE REALIGNMENT
During FY 2023, UPL gave an effort for strategic business realignment which involved
creation of two 'distinct pure- play platforms' viz. 1) Crop Protection Business under UPL
Sustainable Agri Solutions Limited ("UPL SAS"); and 2) Advanta Seeds Business
under Advanta Enterprises Limited ("AEL"). This was in-line with our long-term
strategy to have enhanced focus on and operational freedom to pursue independent growth
strategies for each of the distinct platforms.
Crop Protection Business - UPL SAS
Under this arrangement, UPL SAS acquired the 'Crop Protection Business' of UPL in India
byway of a transfer on slump sale basis as a going concern. Post realignment, UPL SAS has
become the largest Indian Agtech Platform. The Adarsh Farm Services Business (spraying
services) was also transferred to Nurture Agtech Private Limited on slump sale basis as a
going concern.
UPL SAS received an investment from The Abu Dhabi Investment Authority (ADIA) (an
Emirati Sovereign Wealth Fund), TPG and Brookfield (global large asset management /
private equity investors) for an aggregate amount of US$ 200 mn for a consolidated stake
oRs. 9.09%.
Advanta Seeds Business - AEL
A new company Advanta Enterprises Limited was incorporated in India to house the India
and international seeds business to create a 'global seeds platform'. The key drivers were
to focus on product innovation and increasing penetration across geographies / crops. Upon
creation of distinct pure play platform, AEL received an investment of US$ 300 mn from
KKR, a leading global private equity investor for a stake oRs. 13.33% on fully diluted
basis.
The aforesaid investors will be investing US$ 500 million collectively in two
businesses. Accordingly, UPL SAS and AEL will be valued at an aggregate of ~US$ 4.5
billion, implying a deal multiple oRs. 23-24x on the trailing EBITDA (-14% of consolidated
EBITDA of UPL).
Going forward, as we look ahead to FY24, we are well- positioned to deal with the
market headwinds and deliver better profitability growth. In the longer-term, we remain
confident of achieving our growth ambitions and transforming the food value chain with
emphasis on sustainability.
DIVIDEND
The Board has recommended a dividend oRs. 500% i.e. Rs 10/- per equity share of Rs 2/-
each for the financial year ended March 31, 2023, which if approved at the forthcoming
Annual General Meeting ("AGM"), will be paid to all those equity shareholders of
the Company, subject to deduction of income tax at source, whose names appear in the
Register of Members and as beneficial owners as perthe beneficiary list furnished for the
purpose by National Securities Depository Limited and Central Depository Services (India)
Limited. The total dividend pay-out will amount to approx. Rs 751 crores (including
tax). The dividend recommended is in line with the dividend distribution policy of the
Company and the policy is available on the website of the Company at
https://www.upl-ltd.com/investors/corporate-governance/ policies. Flistory of dividends
declared by the Company of last 10 years is available on the website of the Company at
https://www.upl-ltd.com/investors/shareholder-center/ dividend-history.
FINANCE
(a) Deposits
During FY 2023, the Company did not accept any deposit within the meaning of Chapter V
of the Companies Act, 2013.
(b) Particulars of Loans, Guarantees or Investments
The details of Loans, Guarantees or Investments are given in the note nos. 5, 6 and 32
to the standalone financial statement.
(c) Changes in Paid-up Share Capital and Buyback
During the year, no equity shares were issued or allotted. The paid-up share capital of
the Company as at March 31, 2023 was Rs 150,12,15,282/- comprising oRs. 75,06,07,641
equity shares of face value ?2/- each.
The Members of the Company at the Extra-ordinary General Meeting held on March 30, 2022
approved buyback of equity shares of the Company at a price not exceeding Rs 875/- per
equity share for an aggregate amount not exceeding Rs 1100 crores by way of 'Open Market'
through the Stock Exchanges. The Buyback commenced on April 7, 2022 and ended on May 20,
2022. The Company bought back 1,34,37,815 Equity Shares at an average price of Rs 813.92/-
per equity share utilizing a total ofRs 1093.74 crores representing 99.43% of the Maximum
Buyback Size. The Company had extinguished 1,34,37,815 equity shares. The details of buy
back are available on the website of the Company on the following link
https://www.upl-ltd. com/investors/shareholder-center/buy-back.
(d) Transfer to Reserves
The Company does not propose to transfer any amount to the reserves.
LISTING OF COMMERCIAL PAPERS
The Company has issued Commercial Papers amounting to ?4,575 crores during FY 2022-23.
All the Commercial Papers were listed on National Stock Exchange of India Limited. The
Company has not defaulted on any of its dues to the financial lenders.
The borrowings are rated by CRISIL 8< CARE. The details of ratings are provided in
the Corporate Governance Report which forms a part of this report.
ENVIRONMENT AND SUSTAINABILITY
At UPL, we have always adopted a structured approach towards Sustainability by creating
value in a responsible manner, supported by our sustainability strategy. The adoption of
sustainability practices is driving UPL's transformation towards a world that aims to
limit global warming to 1.5 degrees Celsius. This transformation encompasses key aspects
such as innovation, compliance, profitability, and community acceptance. Taking time to
contemplate ourjointendeavors in promoting sustainability and safeguarding the environment
is of great importance. Future presents us with a distinctive array of challenges on the
front of climate crisis, which require proactive and resolute action.
Some of the major achievements of this year are summarized below:
1. UPL has conducted a detailed Scope 3 emission assessment and included Scope 3
emissions in our overall GHG Inventory. During the assessment oRs. 15 categories proposed
by GHG protocol for Scope 3 Emissions, 9 relevant categories were identified and the
details for the same have been mentioned below: (i) Purchased Goods and Services (ii)
Capital Goods (iii) Fuel and Energy Related Activities (iv) Upstream Transportation and
Distribution (v) Waste Generation in Operations (vi) Business Travel (vii) Employee
Commute (viii) Downstream Transportation and Distribution (ix) Upstream leased assets.
2. UPL released its first Task Force on Climate Related Financial Disclosures
("TCFD") Report. The TCFD report was structured around four thematic areas that
represent its core elements of how organizations operate, viz: governance, strategy, risk
management and, metrics and targets allowing investors and others to better understand how
reporting companies evaluate climate-related risks and opportunities.
3. UPL's near-term company-wide emission reductions commitments in line with climate
science have been approved by the Science Based Targets initiative (SBTi).
4. In house sustainability data tracker software was developed and implemented to track
sustainability data globally.
5. ESG rating agencies DJSI & Sustainalytics rated UPL No. 1 among all
agro-chemical companies globally.
6. UPL achieved Zero Liquid Discharge (ZLD) at PL-01 Ankleshwar for recycling and reuse
of wastewater.
7. Recycled & reused 1 million cubic meter wastewater inside our operation which is
equivalent to 93% of operating plants water demand.
8. UPL committed to United Nations Global Compact CEO Water Mandate.
9. UPL committed to World Business Council for Sustainable Development Wastewater Zero
Initiatives.
10. UPL partnered with CLEANMAX for 61 MW hybrid Solar-Wind power.
International Sustainability Rating
1. Dowjones Sustainability Indices (DJSI):
UPL DJSI rating has improved 242% in last 5-years. UPL scored higher rating in all
three dimension from industry average. UPL scored highest in environmental dimension out
of three dimensions i.e. Economic, Environmental & Social.
2. FTSE Russell ESG Rating:
UPL's FTSE score in 2021-22 was 3.9 out oRs. 5 which is 129% improvement in last
5-years. UPL was awarded and listed in FTSE 4 Good Index for strong environmental, social
and governance practices which were measured againstglobally recognised standards. UPL
scored higher rating in all three dimension from industry average.
3. Sustainalytics ESG Risk Rating:
Sustainalytics ESG risk rating has improved 56% in last 5 years. UPL scored higher
rating amongst agrochemical companies globally.
RESEARCH AND DEVELOPMENT
The Company has various state-of the art Research and Development Centres located
across the globe.
The Research and Development Teams comprise of highly qualified and extremely committed
scientists. Scientists working in the company strive to working towards
efficienttechnologies and processes, environment-friendly processes and ensures that the
end-use products being offered to the farmers are easily affordable.
The Company has taken significant steps in employing additional highly qualified human
resources, creating comfortable workspaces for the scientists, and providing
state-of-the-art equipment and instruments.
Scientists working in the Research & Development Centres have adopted Company's
primary goal to make every single food product more sustainable and are taking significant
steps towards achieving the goal.
Scientists have developed innovative combination products and have provided efficient
and cost-effective integrated pest management solutions which are being manufactured and
marketed world-wide to support farmers globally. Extreme care is taken to test the
commercial products internally through Quality Assurance laboratories and field research
stations. The products which are to be commercialized
gettestedatGLPIaboratoriesforgenerating various data such as chemical composition,
impurity profile, physical properties, container compatibility, packaging data, shelf-life
data, residue analysis data, bio-efficacy, and toxicity profile.
The scientists employed in Research and Development Centres across the world take
ab-initio efforts to incorporate aspects of atom economy and principles of green chemistry
in the products and processes being developed. Importance is given at every stage of
product development for consideration of the environmental effects and product safety. All
products get critically evaluated for hazards, personal safety as well as environmental
safety.
The Company encourages creation of Intellectual Property ("IP") for
innovative products, combinations and processes by way of applying for patents globally.
The Company believes that safeguarding the company's Intellectual Property is extremely
important. IP team takes care of capturing inventions and converting them into IP.
Vigilant IP team monitors patent scenario and takes appropriate actions when needed. The
Company's fundamental policy is to respect others' IP and ensuring that no violation of IP
is happening while commercialization of products and processes.
The Company has an impressive plan for producing Specialty Chemicals and Industrial
Chemicals for captive consumption as well as supplying to customers. Research and
Development Centres design viable, cost-effective, and environmentally safe processes for
the Speciality and Industrial Chemical products.
CORPORATE SOCIAL RESPONSIBILITY
The two core UPL values "Always Human" and "Open Hearts" are the
guiding force of our CSR initiatives aligned to our fundamental belief, "Nothing is
Impossible". At UPL, we believe in the holistic and sustainable growth of society.
Our commitment and interventions cater to all the segment of the society. Our
interventions are not restricted to the development of our neighbouring communities only,
as we work on initiatives that cater to the wider national interest. Our commitment have
been classified in 4 focus areas: (a) Institution of excellence; (b) Sustainable
Livelihood; (c) Nature Conservation; and (d) Local and National Needs. Our CSR values are
shared across the globe and development initiatives are being undertaken in 30+ countries
like Argentina, Brazil, Belgium, Colombia, Cote d'Ivoire, India, Kenya, Mexico & UK
and implementing & supporting more than 80 development interventions benefiting more
than 70 communities across continents. We have impacted around 1 million lives globally
through our CSR initiatives.
Highlights of the initiatives undertaken in FY 2023:
A. Institution of Excellence: UPL promoted non-profit organizations believe in
promoting and strengthening the cause of education and have built institutions of
excellence to raise responsible and skilled human capital through academic excellence,
holistic growth, and vocational & life skills for students from various walks of life.
2,500+ children and youth get quality education from the four institutes every year.
- Smt. Sandraben Shroff Gnyan Dham School, India
- A top-notch school renowned for its outstanding academic performance, along with
co-curricular activities. 1,700 students get quality education every year.
- UPL University of Sustainable Technology, India
- The institute has over 2000 graduates and postgraduates since inception in the field
of science and technology.
- Gnyan Dham Eklavya Model Residential School, India
- 460+ students coming from tribal backgrounds pursue quality education at the school
every year.
- Sandra Shroff College of Nursing, India - Offering nursing courses for girls and boys
and having an intake capacity oRs. 55 students.
- UPL Centre for Agriculture Excellence, India - A residential farmers' training centre
to develop practical sustainable farming skills, having impacted 22,000+ farmers till
date.
- "Ekal Vidyalaya" aims at creating one teacher schools in the remotest parts
of the country. These educational institutions are established at the village level to
provide holistic learning opportunities to the tribal, underprivileged children. UPL
supports Friends of Tribal Society to run and manage Ekal Vidyalaya" in Maharashtra
& MP, India. 15,000 + tribal students are receiving education.
B. Sustainable Livelihood: Our program is aimed at providing ecologically,
economically, and socially sustainable livelihood opportunities to all sections of the
society with an aim to Improve Quality of Life for the communities/ people. Our integrated
approach in India engages 3 marginally oppressed sections of the society enumerated as
women, school dropoutyouths and marginal farmers.
Different initiatives undertaken under the sustainable livelihood program are:
- UPL Khedut Pragati in India is maximizing benefits to the farmers from the available
resources through Agriculture Development Initiative. 10,000+ farmers are engaged through
various agriculture programmes.
- UPL Udyamita in India is providing an alternative source of income to more than 1,800
rural women through Women Empowerment and Entrepreneurship Initiative.
- UPL Niyojaniy in India is enhancing capability and employable skills of the school
drop-out youth through Skill Development Initiative. 2,200+ youth have been skilled till
date.
- UPL Narmada Project - Develop the agri value chain through interventions with FPOs in
the aspirational district of India to impact 10,000 tribal farmers across 100 villages of
Narmada district.
- Cocoa & Forests Initiative (CFI) in Ghana and Ivory Coast serves three priorities
viz. (i) Forest protection and restoration; (ii) Sustainable production and
farmers'livelihoods and (iii) Community engagement and social inclusion. In FY 2023, we
supported a total oRs. 92,224 farmers with our sustainability training programs across
Ghana and Cote d'Ivoire.
- Advanta Vegetable & Nutrition Program, East Africa.
- Advancing access to nutritious foods is crucial for Africa's socio-economic
prosperity and an effective way of driving human capital development, with every US$1
invested in nutrition seeing a US$16 return on investment in health, education and
productivity outcome. 18,000 smallholder farmers in 20 counties in Kenya were on boarded
for training and support.
C. Nature Conservation: With a vision to restore and conserve the environment UPL
has laid a strong focus on protecting & conserving nature and environment. We have
undertaken a series of initiatives like
- Sarus Conservation Project in India to conserve native crane from India. 992 Sarus
documented in 2022-23 against 500 in 2015-16 at the beginning of the program.
- Social forestry in community land in Gujarat, India. 132 acres of community land
spread across 5 clusters converted into social forests through plantation oRs. 71,300+
trees.
- 200 acres of mangrove plantation land on the coastline of Gujaratlndia, through
plantation oRs. 0.4 million trees to reclaimed 150 acres of coastal land.
- Water conservation in India to create new structures, rebuild the dilapidated ones,
deepen existing wells and ponds, create new ones and recharge bore wells. 20+ water
structures built/repaired.
D1. Local Area Need: Meeting specific local area needs of communities around our
factory locations. Below are details of projects covered under local area needs in India
and across the globe:
- Various activities implemented under Gram Pragati / Village infrastructure
development like school, road construction, school compound hall, drinking water tank,
paver block in school, etc.
- Construction of toilets to improve school sanitation and drive household hygienic
behavior through school children. 58 toilet blocks built across 6 states in India. The
said facility is being used by more than 15,000 students and 3,000 commuters a day.
- Safety training in India for women, highway and industry safety. In FY 2023, we
sensitized 9,000+ members through 80+ sessions.
D2. National Area Need: Meeting national needs, which also include relief or
rebuild which can arise from natural calamities. Below are details of projects covered
under national area needs in India and across the globe:
- One Billion Hearts Initiative at Cote d'Ivoire with The Heart Fund to provide
universal access to cardiovascular health for 1 billion people by 2030. 6,000+ people were
given cardiology consultations this year, collectively impacting 0.36 million lives till
date.
- Promote and raise awareness about sustainable development in agriculture and
education in society through football in association with FIFA Foundation.
- The Gigaton Challenge is an initiative to reduce atmospheric carbon dioxide emissions
by 1 Gigaton by 2040. Our Gigaton Carbon Goal brings together a new ecosystem of
technologies, interventions, research institutions and financial products to incentivize,
empowerand reward individual farmers for their efforts to capture carbon.
- Through Ekatrita Bhavishya initiative UPL is working on skilling widows of farmers of
Yavatmal district, Maharashtra, India with the objective of providing them an alternate
sustainable source of livelihood. 600+ women have been trained and impacted till date and
200+ machines have been distributed.
- The United Against Child Labour (UACL), India is an initiative to proactively
eliminate all forms of child labour in seed supplier farms to ensure continuity and
support for education of rural children. The project is executed in different seed cluster
of India and focuses on preventing dropouts. In last three years, the project reached 3
states and sensitized more than 7,500 seed growers.
- UPL has partnered with the Global Parli Project to transform rural villages through
revival and empowerment oRs. 17,000+ farmers across the states of Maharashtra and Gujarat
in India.
- Development of Tinkerer's Lab at IIT Jammu, India: Partnership with Maker Bhavan
Foundation (MBF) and IIT Jammu to develop Tinkerer's Lab at IIT Jammu to create workspaces
and an ecosystem whereyoung minds can learn innovation skills, sculpt their ideas through
hands-on activities, social and cross-cultural collaboration, and ethical leadership. With
the help of this lab, the students were able to participate and present their innovations
in more than 15 Hackathons. The capacity building of students and other researchers was
done with more than 170 training sessions.
We Are United (WAU), a well-structured employee volunteering programme, across
different countries through which employees get an opportunity to use their skill, talent
and passion for the benefit of the community. A majority of the local area development
needs are met by the efforts of our volunteers. Be it planning the initiative, training
the community members or implementing the program on ground, our volunteers never shy away
from the hard work.
For detailed report on Corporate Social Responsibility, please refer to the section
'Social Initiatives' in the annual report and Annexure 1 to this Board's Report.
The CSR policy is available on the website of the Company under Investors section at
https://www.upl-ltd.com/ investors/corporate-governance/policies.
VIGIL MECHANISM / WHISTLE-BLOWER POLICY
The Company has always strived to conduct its business fairly, ethically and with
integrity. In line with this belief, the Company has in place a robust whistle-blower
policy to deal with any fraud, irregularity, or mismanagement in the Company. The Chairman
of the Audit Committee oversees the whistle-blower policy. This policy aims to encourage
employees and directors who have concerns about suspected misconduct to come forward and
express these concerns without fear of punishment or unfair treatment. The policy aims to
provide an avenue for employees and directors to raise concerns and reassure them that
they will be protected from reprisals or victimization for whistleblowing in good faith.
This Policy is in addition to the Company's Global Code of Conduct, which empowers its
stakeholders to make protected disclosures through the reporting channels consisting of
designated e-mail address, hotline, and customised web-portal, details of which are
prescribed under the Policy and the Code. On a regular basis, the Company undertakes all
efforts to create awareness among the employees about the Policy including the new joinees
during the year.
The policy is available on the website of the Company under Investors section at
https://www.upl-ltd.com/investors/ corporate-governance/policies.
PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE
The Company is committed in creating and maintaining a secure and safe work environment
that enables its employees, agents, vendors and partners to work free from unwelcome,
offensive and discriminatory sexual behavior without fear of prejudice, gender bias and
sexual harassment. In order to deal with sexual harassment at workplace, the Company has
implemented a gender-neutral policy - Prevention and Redress of Sexual Harassment Policy
("Policy").
The Policy applies to all those employed and associated with UPL and its subsidiaries
irrespective of whether they are regular, temporary, ad hoc or daily wage basis employees.
The Policy also covers all contract workers, consultants, retainers, probationers,
trainees, and apprentices or called by any other such name engaged by us whether the terms
of their employment are expressed or implied.
A knowledgeable and experienced Internal Complaints Committee comprising mainly of
women and an unbiased third party is currently functional to attend and redress complaints
that arise under this Policy. Further, there are sub committees at unit locations to
ensure strict adherence to this policy and keep the workplace free from biases and
prejudices. The Internal Complaints Committee has not received any formal complaint during
FY 2023.
All employees are mandated to attend a classroom training and confirm their adherence
to the rules as mentioned on Company's website. During FY 2023, a refresher POSH workshop
was conducted for 26 Committee members online for 2 days by Company's external partners.
Employees were asked to complete the course of Prevention of Workplace Harassment and POSH
was part of the same.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls. The Company has adopted
policies and procedures covering all major financial and operating functions. These
controls have been designed to provide reasonable assurance over:
- Accuracy and completeness of the accounting records
- Compliance with applicable laws and regulations
- Effectiveness and efficiency of operations
- Prevention and detection of fraud and errors
- Safeguarding assets from unauthorized use or losses
The Company has an in-house internal audit department with a team of qualified
professionals. The internal audit department prepares an annual audit plan based on risk
assessment and conducts extensive reviews covering financial, operational and compliance
controls. In addition, the Company has also appointed reputed external audit firms to
carry out the internal audit reviews. Process improvements are identified during reviews
and communicated to the management on an ongoing basis. The Audit Committee of the Board
monitors the performance of the internal audit team on a periodic basis through review of
audit plans, audit findings and issue resolution through follow-ups. Each year, there are
at least four meetings in which the Audit Committee reviews internal auditfindings.
Internal Audit function plays a key role in providing both the management and the Audit
Committee, an objective view and re-assurance of the overall internal control systems and
effectiveness of the risk management processes and the status of compliances with
operating systems, internal policies and regulatory requirements across the company
including its subsidiaries.
Compliance with laws and regulations is monitored through a well-implemented compliance
tool that requires individual functions to confirm and report statutory compliances with
all laws and regulations concerning their respective functions.
INTERNAL FINANCIAL CONTROLS
The Company has well-defined and adequate internal controls commensurate with the size,
scale and complexity of its operations. The key internal financial controls have been
documented in the form of a Risk&Control Framework and embedded in the respective
business processes. This framework includes entity level controls, process level controls
and IT general controls.
On a periodic basis, testing of entity level controls, process level controls and IT
general controls is carried out and the status of testing of controls is presented to the
Audit Committee. During the year, internal controls were tested and no reportable material
weaknesses in design and effectiveness were observed.
RISK MANAGEMENT FRAMEWORK
In today's dynamic business landscape, with multiple uncertainties being confronted by
businesses at the same time, it gets critical for us to stay focused on how we manage our
key enterprise-wide risks in a proactive and effective manner. At UPL, we aim to identify
potential risks before they occur in order to mitigate the down-side of risks and harness
the opportunities.
To achieve above stated objective, UPL has developed and implemented Enterprise Risk
Management ("ERM") framework, benchmarked with leading international risk
management standards such as ISO 31000 and Committee of Sponsoring Organisation of the
Treadway Commission ("COSO").
ERM framework facilitates structured approach to identify enterprise-wide risks that
may impact the organization's strategic business objectives. While achievement of
strategic objectives is the key driver, our values, culture, obligation and commitment to
employees, customers, investors, regulatory bodies, partners and the community around us
are the foundation on which our ERM framework is developed. Systematic and proactive
identification of risks and mitigation thereof enable effective and quick decision-making
and propels the performance of the organization forward.
Over the years, the risk management practices implemented by UPL have evolved
significantly. UPL has adopted a consistent risk management policy to ensure common,
organisation wide understanding of ERM by defining key ERM principles to be adhered across
UPL, in a phased manner. UPL has adopted a standard Framework and risk management process
across business functions to ensure a co-ordinated and integrated approach for managing
risks and opportunities across the organization. It has also adopted an ERM Standard which
intends to reinforce the commitment of UPL to effectively manage the existing and evolving
risks and harness the underlying opportunities while safeguarding the business value to
achieve its strategic objectives.
UPL's ERM Framework defines the roles and responsibilities of key stakeholders across
the organization to strengthen risk governance. The Company has also appointed a dedicated
ERM team and is formally identifying Risk Champions across functions and locations to
ensure effective and consistent deployment of ERM framework across the Company.
The Company has developed and implemented the combination of top-down, bottom-up and
outside-in approach to identify and mitigate macro, strategic and external risks emanating
from business strategies. It provides guidance to the business for identifying, assessing,
prioritizing, responding, monitoring and reporting any risk or potential threat to these
objectives in a consistent manner. The risk management framework encourages businesses to
identify relevant risks and opportunities in line with the short-term and long-term
strategic business plans.
UPL identifies risks including emerging risks in various categories, such as strategic,
external and preventable risks. It also monitors the health of risks in a proactive manner
that provide early warning indicators to the relevant stakeholders. We take cognizance of
risks faced by our key stakeholders and their cumulative impact while framing our risk
responses.
The Risk Register is revisited periodically to ensure that the risks remain relevant at
any point in time and corresponding mitigation measures are effective. This provides a
proactive and value adding review process which enables maintaining the risk profile at an
acceptable level in a rapidly changing environment.
UPL operates in a dynamic sector, thus it has a formal documented way of identifying,
assessing and reviewing emerging risks. It uses horizon scanning for early detection of
emerging risk such as the implications of the recent geopolitical crisis and its effects
associated therewith on UPL.
The Board has the overall responsibility of maintaining sound and effective risk
management. It ensures ERM Policy and Framework is in place and shall maintain an
oversight to ensure it is implemented across the Company in an effective manner, while the
Risk Management Committee sets the tone and culture towards effective risk management
across the Group. In the opinion of the Board there has been no identification of elements
of risk that may threaten the existence of the Company.
Pursuantto Regulation 21 oftheSEBI (Listing Obligation and Disclosure Requirements)
Regulation 2015 ("SEBI Listing Regulations"), a Risk Management Committee,
consisting of Dr. Vasant Gandhi - Independent Director, Mr. Carlos Pellicer-
Non-Executive, Non-Independent, Mr. RajTiwari, Whole Time Director and Mr. Anand Vora -
Chief Financial
Officer has been formulated and institutionalized. The Risk Management Committee
conducts integrated risks and performance reviews along with the Senior Executives engaged
in different functions. The Global Head - Risk Management is a permanent invitee to the
Risk Management Committee meetings. The Committee reviews identified risks, the
effectiveness of the developed mitigation plans to provide feedback and guidance on
emerging risks. The Committee also facilitates provision of adequate resources for
business to effectively mitigate critical risks and ensure business value is protected and
enhanced at all times. The Committee also maintains a continuous oversight to ensure the
risk management framework is effectively integrated with the core functions such as
Strategic Business Planning, Capital Allocation and assurance providing functions such as
Internal Audit, Internal Controls, Compliance Management etc. to enhance the business
resiliency and provide portfolio view of the risks.
Risk Management Highlights of the Year
After the successful implementation of the ERM process at UPL Limited India, the
Company's focus is to further institutionalize the ERM framework across global operations
and evolve towards a vision of integrated risk reporting encompassing all our global
operations.
Further, we plan to digitize the ERM process and leverage analytical capabilities to
facilitate risk informed decision making through relevant risk insights across critical
business decision making processes. This will further assist the Company in standardizing
and enhancing the efficiency of risk management process.
Our approach to risk management is designed to provide reasonable assurance that our
assets are safeguarded, the risks facing the business are being assessed and mitigated.
For more details on the risks and their mitigation plans, please refer to Management
Discussion and Analysis report in this annual report. The Risk Management Policy of the
Company is available on the website at https://www.upl-ltd.
com/investors/corporate-governance/policies .
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
The Company has several subsidiary companies and associates spread across the globe.
Crop protection product companies need local registrations to enable them to sell their
products in different countries in the world. These registrations are granted by the local
government body of each country to a local entity established in that country.
As on March 31, 2023, there were 218 subsidiaries / associates / joint ventures across
the globe. Most of these subsidiaries and associate companies are marketing arm and their
main activity is confined to marketing by servicing local marketwith greater efficiency
and ensuring timely availability of different products of the Company. Some other entities
are holding companies which hold investments in other group entities.
The details of essential parameters of each subsidiary / associate company / joint
venture such as share capital, assets, liabilities, turnover, profits before and after tax
are given separately under the Statement of AOC-1 Form forming part of the Annual Report.
Subsidiary Financials are available on Company's website at https://www.upl-ltd.
com/investors/shareholder-center/subsidiary-financials.
The companies which were newly added or ceased to be subsidiaries / associate /joint
ventures during the year are as follows:
| Sr. No. |
Name of the Company |
Country |
|
Newly Formed / Acquired Entities |
|
| 1. |
UPL Speciality Chemicals Limited |
India |
| 2. |
UPL GLOBAL SERVICES DMCC |
UAE |
| 3. |
UPL LANKA (PRIVATE) LIMITED |
Sri Lanka |
| 4. |
Advanta Enterprises Limited (FKA Advanta Enterprises Private Limited) |
India |
| 5. |
UPL Radicle LP |
USA |
| 6. |
Nurture Financial Solutions Limited |
India |
| 7. |
UPLAgri Science Private Limited |
India |
| 8. |
Advanta Mauritius Limited |
Mauritius |
| 9. |
Advanta Seeds Romania S.R.L |
Romania |
| 10. |
Nature Bliss Agro Limited (FKA Nature Bliss Agro Private Limited) |
India |
| 11. |
Kudos Chemie Limited |
India |
|
Ceased during the year due to merger / liquidation / sale |
|
| 1. |
Bioquim Panama, Sociedad Anonima |
Panama |
| 2. |
Arysta LifeScience Paraguay S.R.L. |
Paraguay |
| 3. |
Arysta LifeScience S.R.L. |
Bolivia |
| 4. |
Arysta LifeScience America LLC (FKA Arysta LifeScience America Inc.) |
USA |
| 5. |
GBM USA LLC |
USA |
| 6. |
Vetopharma Iberica SL |
Spain |
| 7. |
United Phosphorus Polska Sp.z o.o - Poland |
Poland |
| 8. |
Arysta LifeScience Switzerland Sari |
Switzerland |
| 9. |
Arysta LifeScience U.K. USD-2 Limited |
United Kingdom |
| 10. |
Arysta LifeScience U.K. Limited |
United Kingdom |
| 11. |
Arysta LifeScience U.K. CAD Limited |
United Kingdom |
| 12. |
Arysta LifeScience European Investments Limited |
United Kingdom |
| 13. |
Arysta LifeScience U.K. USD Limited |
United Kingdom |
| 14. |
Arysta LifeScience U.K. EUR Limited |
United Kingdom |
| 15. |
Arysta Lifescience U.K. Holdings Limited |
United Kingdom |
| 16. |
Arysta Lifescience Paraguay (FKA Arvesta Paraguay S.A.) |
Paraguay |
| 17. |
Arysta LifeScience Costa Rica SA. |
Costa Rica |
| 18. |
Nurture Financial Solutions Limited |
India |
| 19. |
UBDS COMERCIO DE PRODUTOS AGROPECUARIOS S.A |
Brazil |
MATERIAL SUBSIDIARY
As on March 31, 2023, the Company has the following 5 unlisted material subsidiaries as
per the parameters laid down under SEBI LODR Regulations. These material subsidiary
companies are: UPL Corporation Limited, Mauritius, UPL Do Brasil -Industria e Comercio de
Insumos Agropecuarios S.A., UPL Agrosolutions Canada Inc., UPL NA Inc and UPL Mauritius
Limited. None of these subsidiaries have sold, disposed off or leased more than 20% of its
assets during the current year. The Company's policy on material subsidiaries can be
accessed at https://www.upl- ltd.com/investors/corporate-governance/policies.
RELATED PARTY TRANSACTIONS
All related party transactions ("RPT") entered into during the year were on
arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company which may have a potential
conflict with the interest of the Company at large. Accordingly, the disclosure of related
party transactions in Form AOC-2 is not applicable.
Prior omnibus approval oftheAuditCommittee is obtained for related party transactions
which are repetitive in nature. Audit Committee reviews all related party transactions in
detail as required under applicable law and regulations on a quarterly basis. The Audit
Committee of UPL Limited consists of only Independent Directors. It reviews the related
party transactions from the point of view of the business need, arm's length pricing and
major commercial terms. UPL has put in place a stringent process to approve related party
transactions. The Company engages a Big Four accounting firm (or other reputed agency) to
review the intercompany transfer pricing arrangement with respectto all international
related party transactions, from the standpoint of transfer pricing regulations
undertheTax laws for determining arm's length pricing. Similar exercise is also carried
out for domestic related party transactions.
The policy on RPTs as approved by the Board is available on the website of the Company
at https://www.upl-ltd.com/ investors/corporate-governance/policies
SEBI has amended the provisions relating to RPTs pursuant to which approval of the
Members of the Company is required for entering into material RPTs effective from April
1,2022. Accordingly, the Company atthe Extraordinary General Meeting held on March 24,2023
obtained approval of the Members for continuing / undertaking RPTs which may exceed the
materiality threshold of Rs 1000 crore and which are in the ordinary course of business
and on arms' length basis.
Detailed disclosure on related party transactions as per IN D AS-24 containing name of
the related party and details of the transactions entered with such related party have
been provided under Notes to financial statements. Disclosure on related party
transactions on half year basis are also submitted to the stock exchanges.
INSURANCE
All the properties and operations of the Company, to its best judgement have been
adequately insured.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material order passed by the Regulators or Courts which
impacts the Company's ability to continue as a going concern.
AUDITORS
a) Statutory Auditor
At the 38th Annual General Meeting ("AGM") of the Company held on
August 12,2022, the Members of the Company had re-appointed B S R & Co. LLP, Chartered
Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditor of
the Company pursuant to section 139 of the Companies Act, 2013 for the second term oRs. 5
(five) years from the Company's financial year 2022-23 till the conclusion of the 43rd
AGM of the Company.
The Auditor's Report on standalone and consolidated financial statements for the year
ended March 31, 2023 forms part of the Annual Report and contains an Unmodified Opinion
without any qualification, reservation or adverse remark.
b) Cost Auditor
Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 and amendments thereto, the cost records maintained by the
Company are required to be audited. The Company has maintained cost records as per the
requirements of the Companies (Cost Records and Audit) Rules, 2014. The Board on the
recommendation of the Audit Committee, has appointed M/s. RA 8< Co., Cost Accountants
to audit the cost records of the Company for the financial year 2023-24 at a remuneration
of Rs 11,75,000/- (Rupees Eleven Lakhs and Seventy-Five Thousand only). The Company has
received a certificate of eligibility from the cost auditor for their appointment. As per
the provisions of the Companies Act, 2013, the remuneration payable to the cost auditor is
required to be placed before the Members in a general meeting for approval / ratification.
Accordingly, a resolution seeking Member's approval for the remuneration payable to M/s.
RA 8< Co., Cost Auditor is included in the Notice convening the AGM.
The Cost Audit Report for the financial year 2021-22 was filed with the Ministry of
Corporate Affairs on August 10, 2022. The report was unmodified and did not contain any
qualification, reservation or adverse remark. The Cost Audit Report for the financial year
2022-23 will be filed before the due date.
c) Secretarial Auditor
Pursuant to section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L.
Bhatia & Associates, a firm of Company Secretaries in Practice to conduct secretarial
audit for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to
this report as Annexure 3. The report of the Secretarial Auditor for the financial year
2022-23 is unmodified and does not contain any qualification, reservation or adverse
remark.
The Board has re-appointed M/s. N. L. Bhatia & Associates to conduct the
secretarial audit for the financial year 2023-24. They have confirmed their eligibility
for the appointment.
During the year, there are no instances of any fraud reported by any of the aforesaid
auditors to the Audit Committee or the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152 of the Companies Act, 2013 ("the
Act") and Articles of Association of the Company, Mr. Jai Shroff (DIN: 00191050),
Non- Executive Director of the Company, retires by rotation at the forthcoming AGM of the
Company and being eligible has offered himself for re-appointment. An ordinary resolution
in this regard has been proposed for approval of the members. The information of Mr. Jai
Shroff seeking re-appointment, as required pursuant to Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the Secretarial Standard on General Meetings issued by The
Institute of Company Secretaries of India, is provided in the Notice convening the 39th
AGM of the Company.
Mr. Rajnikant Shroff (DIN: 00180810) stepped down from his dual responsibility as
Chairman and Managing Director of the Company w.e.f. December 1,2022. The Board of
Directors of UPL Limited, in view of dedication of Mr. Rajnikant Shroff in building UPL as
the fifth largest crop protection global company and his work towards ensuring food
security for India and other countries, designated him as the "Chairman
Emeritus" of the Board. Mr. Rajnikant Shroff continues to devote his full time for
social causes and focus on advocacy for improving Indian agrochemical industry.
Mr. Arun Ashar (DIN:00192088), stepped down as Wholetime Director of the Company w.e.f.
December 1, 2022.
The Board of Directors places on record its appreciation for the services rendered by
Mr. Rajnikant Shroff and Mr. Arun Ashar and their unwavering commitment to UPL.
The Board of Directors designated Mr. Jai Shroff as Non- Executive Chairman of the
Board w.e.f. December 1, 2022.
The Board of Directors based on the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Raj Tiwari (DIN: 09772257) as an Additional Director as well as
Whole-Time Director and Mr. Carlos Pellicer (DIN:09775747) as an Additional Director (Non-
Executive and Non-Independent) on the Board w.e.f. November 1, 2022. The appointment of
Mr. Raj Tiwari and
Mr. Carlos Pellicer were approved by the Members of the Company at the Extraordinary
General Meeting held on November 25, 2022.
Further in line with the best-in-class global corporate governance principles, two of
the long serving independent directors, Mr. Pradeep Goyal (DIN: 00008370) and Dr. Reena
Ramachandran (DIN: 00212371), who contributed significantly in the functioning of the
Board chose to voluntarily step-down w.e.f December 1, 2022 before the statutorily
permitted second term oRs. 5 years which would end in March 2024. The Board of Directors
places on record its appreciation for the services rendered by Mr. Pradeep Goyal and Dr.
Reena Ramachandran and their role in raising the bar of corporate governance in UPL.
The Board of Directors of the Company, on recommendation of the Nomination and
Remuneration Committee, appointed Mr. Suresh Kumar (DIN: 00512630) as an Additional
Director (Non-Executive and Independent) w.e.f. October 20, 2022. The appointment was
approved by the Members of the Company at the Extraordinary General Meeting held on
November 25, 2022 for a period oRs. 5 years.
All the independent directors of the Company as on March 31, 2023 have given requisite
declarations stating that they meet the criteria of independence laid down under section
149(6) of the Act, Regulation 16(b) of SEBI Listing Regulations and have complied with the
Code for Independent Directors as prescribed in Schedule IV to the Act. In the opinion of
the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied of the integrity,
expertise, and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the Board. In terms of
Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company are registered on the Independent
Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).
Following are the Key Managerial Personnels as per section 2(51) of the Act as on March
31, 2023:
1. Mr. Raj Tiwari - Whole-Time Director
2. Mr. Anand Vora - Chief Financial Officer
3. Mr. Sandeep Deshmukh - Company Secretary and Compliance Officer
EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of Companies Act, 2013 and the SEBI Listing Regulations, the
evaluation process for performance of the Board, its various committees, individual
directors and the Chairman of the Board and respective Committees was carried out during
the year. Each director was provided a questionnaire to be filled up providing feedback on
the overall functioning of the Board, its Committees and contribution of individual
directors. The questionnaire covered various parameters such as structure of the
Board/Committees, board meeting practices, overall board effectiveness, attendance/
participation of directors in the meetings, etc. The directors were also asked to provide
their suggestions for areas of improvement to ensure higher degree of engagement with the
management. All the Directors were satisfied with the effectiveness of evaluation carried
out during the year.
The Independent Directors during the year completed evaluation of
Non-independent/Non-promoter Directors and the entire Board including the Chairman. The
Independent Directors expressed satisfaction on overall functioning of the Board, various
committees as well as all the directors of the Company. They appreciated the knowledge and
expertise of the Chairman and Group CEO and his exemplary leadership qualities which
demonstrate positive attributes in following the highest standards of corporate values and
culture of the Company.
The Board also discussed the report of performance evaluation and its outcome.
COMMITTEES OF BOARD, NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES
The Board has seven committees, namely, Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee,
Risk Management Committee, Sustainability Committee and Finance and Operations Committee.
All the recommendations made by the Committees of Board including the Audit Committee were
accepted by the Board.
The Board met eleven times during the year under review. The maximum gap between two
Board meetings did not exceed 120 days. A detailed update on the Board, its Committees,
its composition, terms of reference of various Board Committees, number of board and
committee meetings held and attendance of the directors at each meeting is provided in the
Report on Corporate Governance.
NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee framed and
adopted the Nomination and Remuneration Policy for selection, appointment and removal of
directors, senior management, key managerial personnel (KMP) including their remuneration.
The Board recognises that various Committees of the Board have a very important role to
play in ensuring the highest standards of corporate governance. The Chairman of the Board
and other Directors form the broad policies and ensure their implementation in the best
interests of the Company.
The criteria for selection of directors, senior management and KMP inter-alia include
qualifications, experience, expertise, integrity, independence of the directors and board
diversity.
The remuneration to non-executive directors consists of sitting fees for attending
Board/Committee meetings, commission and other reimbursements. As per the approval given
by the members, the said commission shall not exceed 1% of the net profits of the Company.
All the independent directors are paid commission on uniform basis. The Independent
directors are not entitled to any stock options.
The remuneration to Whole Time Director/Executive Directors is broadly divided into
fixed and variable components. The fixed components comprise of monthly salary,
allowances, perquisites, and other retirement benefits. The variable component comprise of
performance based annual commission. The remuneration payable to them is subjectto
approval of the members of the Company. The overall managerial remuneration payable to
them shall not exceed 10% of the net profits of the Company.
In respect of senior management, the remuneration is based on their performance,
Company's performance, individual targets achieved, industry benchmark and compensation
trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites,
KPI and other retirement benefits.
The Nomination and Remuneration Policy and Executive Compensation Policy are available
on the website of the Company at https://www.upl-ltd.com/investors/corporate-
governance/policies.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuantto the SEBI Listing Regulations, the Company has devised a familiarisation
programme for the Independent Directors, with a view to familiarise them with their role,
rights and responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company, etc.
Through the familiarisation programme, the Company apprises the independent directors
about the business model, corporate strategy, business plans and operations of the
Company. These directors are also informed about the financial performance, annual
budgets, internal control system, statutory compliances etc. They are also familiarised
with Company's vision, core values, ethics and corporate governance practices.
At the time of appointment of Independent Director, a formal letter of appointment is
given to them, which explains their role, responsibility and rights in the Company.
Subsequently they are apprised of the Company's policies on CSR, nomination and
remuneration, plant safety, HR, succession policy for directors and senior management.
They are updated with global business scenario, marketing strategies, legislative changes
etc. Factory visits are arranged to apprise them of various operational and safety aspects
of the plants to get complete understanding of the activities of the Company.
Details of familiarisation programme of Independent Directors are available on the
website of the Company at https://www.upl-ltd.com/investors/corporate-governance/
policies.
HUMAN RESOURCES
The Company continuously strives to be the best globally in all the domains of its
operations and believes that its employees are the core foundation of this vision. The HR
strategy is committed to creating an engaging workforce and an inspirational leadership
that continuously powers this vision.
Key initiatives undertaken for Employees Employee Wellness
Multiple initiatives were undertaken for employee wellness in FY22-23 which was in line
with UPL values of Always Human, Agile and Nothing is Impossible. Some of the initiatives
are as under:
- Expansion of services with external partners on employee wellbeing including online
medical consultation.
- UPL has conducted Power of Inclusion workshop in this year. 65 batches were completed
covering 844+ managers and leaders altogether across all regions. Going ahead, we will be
supplementing this program with a detailed learning initiative to all employees to ensure
continuous DEI progress is maintained through a 90 minutes reflective workshop video on
Openlntel.
- Conducted webinar on the occasion of Pink October to create awareness on Breast
Cancer for all employees.
- On the occasion of International Women's Day, UPL conducted a session on menstrual
health, explaining the myths & facts about menstruation.
- As part of International Women's Day, conducted a workshop at UPL for all women at
Mumbai for Image Consulting and Personal Branding.
Successful Launch of Catalyst - Global Digital Onboarding Program
Catalyst is a global digital onboarding program of UPL which aims to ensure that
employees feel connected to the organisation. Catalyst delivers engaging and uniform
employee experience across geographies & business, enabling smooth and quick
transition into their new roles for the new joiners. It provides new hires with a
comprehensive onboarding experience that reinforces their decision to work with UPL and
supports them in performing their job at a high level.
Catalyst program has 3 unique phases which are designed to make new joiners
assimilation journey informative and fun.
- DISCOVER is the first module of Catalyst which focuses on pre-onboarding phase of
new joiner. UPL Discover is a microsite designed for new joiner to access the information
of UPL at one place.
- ENGAGE is the second module of Catalyst and in this phase, new joiner gets
acquainted to our Global Policies, Business, Functions, Employee Portal - myUPL, Ethics
& Compliances. Newjoinee getan in-depth understanding of Our Regional Businesses,
Organization Culture and Policies applicable.
- GROW is the third module of our Catalyst journey to keep the new joiner engaged
and through our Post- Onboarding Module - GROW - new joiner gets in-depth knowledge about
OpenAg - Our Core Purpose, Core Values, Social Responsibility initiatives, various Lines
of Business and Crop Value Chain. Not only that, Grow module also provides access to
mandatory learning courses which are assigned to be compliant and be aware of company's
code of conduct.
NextGen - University Relations Program
The University Relations Program in UPL is called, 'NextGen
- Fostering Talent for The Future'. The focus of this program is on hiring, nurturing
young talent and assimilating them into our organizational culture to be future leaders.
In the NextGen Program, we intend to hire Management Trainees (MBA graduates),
EngineerTrainees (Engineering graduates), Research Trainees (Chemistry graduates) and
Interns (pursuing MBA, Engineering and Professional Courses in Finance, Law etc).
The program acts as the foundation of inculcating UPL's core values, culture,
perspective, and diversity in fresh talent with a vision to create talent pipeline. The
major objective of university recruitment is to help tap a wider talent pool by hiring
through multiple premium colleges and making it easier to train people with similar
backgrounds in a standardized way. The NextGen program develop and maintain UPL's employer
brand in front of the young talent and create a long-lasting impression on a wide
audience.
With the NextGen program we expose the new hires to strategic and challenging projects
that have direct impact on the business. The program also nurtures them with a
well-structured 1-year training journey where they are subjected to soft skills training
via Openlntel, Business training via plant and field visits and experiential learning via
Learn from Expert Sessions with senior leadership.
The Trainees are given real time projects in diverse business functions like Global
CPHQ, Sales & Marketing, Supply Chain & Manufacturing, D&A, Information
Security, Intellectual Property, Human Resources etc.
PARTICULARS OF EMPLOYEES
Details of remuneration as required under section 197(12) of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed to this Report as Annexure 2.
Particulars of employee remuneration as required under section 197(12) of the Act read
with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this report. In terms of the provisions of section
136 of the Act, the Annual Report is being sent to members excluding the aforementioned
information. Any member interested in obtaining such information may write to the Company
Secretary of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are
provided in Annexure 4 to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:
a) In the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed alongwith proper explanation
relating to material departures, if any.
b) Such accounting policies as mentioned in the Notes to the financial statements have
been selected and applied consistently, and judgement and estimates have been made that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2023 and of the profit of the Company for the year ended on
that date.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the annual financial statements have been prepared on a going concern basis.
e) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
CORPORATE GOVERNANCE, MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT & BUSINESS
RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company has been complying with Corporate Governance practices as set out in a
separate report, in pursuance of requirement of Para C of Schedule V of SEBI Listing
Regulations. A certificate from B S R & Co. LLP, Chartered Accountants confirming
compliance of conditions of Corporate Governance as stipulated under the SEBI Listing
Regulations is part of this Annual Report.
The Management Discussions and Analysis Report and Business Responsibility and
Sustainability Report forms part of the Annual Report as required under the SEBI Listing
Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India relating
to the meetings of the Board and General Meetings.
CONSOLIDATED FINANCIAL STATEMENT
Consolidated financial statements are prepared fortheyear 2022-23 in compliance with
the provisions of the Companies Act, applicable accounting standards and as prescribed
under the SEBI Listing Regulations. The consolidated statements are prepared on the basis
of audited financial statements of the Company, its subsidiaries, associates and joint
ventures. These consolidated financial statements along with the Auditor's Report thereon
form part of the Company's Annual Report.
ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013, a copy of the draft Annual Return
as on March 31, 2023 has been placed on the website of the Company and the web link of
such Annual Return is https://www.upl-ltd.com/investors/
financial-results-and-reports/annual-reports
OTHER DISCLOSURES
1. There was no change in the nature of business of the Company as stipulated under
sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.
2. There have been no material changes and commitments, affecting the financial
position of the Company, which have occurred between the end of the financial year of the
Company to which the balance sheet relates and the date of this Report.
3. There is no application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2022-23.
4. There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would also
like to express their sincere appreciation for the assistance and co-operation received
from the financial institutions, banks, Government of India and Government of various
countries where the Company has operations, Government authorities, customers, vendors and
members during the year under review.
CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion and Analysis
describing the Company's objectives, expectations or predictions, may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include: global and domestic demand and supply
conditions, availability of critical materials and their cost, changes in government
policies and tax laws, economic development of the country, and other factors which are
material to the business operations of the Company.
|
On behalf of the Board of Directors |
|
Jai Shroff |
Mumbai |
Chairman |
May 08, 2023 |
(DIN:00191050) |
  Â