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United Phosphorous
BSE: 512070 | NSE: UNIPHOS | ISIN: INE628A01036 | Chemicals
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The Directors have pleasure in presenting their report and audited
accounts for the year ended on 31st March, 2008.
FINANCIAL RESULTS:
Consolidated
Current Previous
Year Year
Sale of Products (net of excise and rebate
and discounts) and other income from
operations. 376169 247094
Profit before depreciation,
interest and amortization of Deferred
Revenue Expenses and Minority Interest 73666 58825
Depreciation/Amortisation 15222 16557
Interest 16882 10461
Amotisation of Deffered revenue expenses - -
Exceptional Items 11436 764
Minority Interest 98 1
Profit Before Tax 30028 31042
Provision for Taxation:
Current Tax 2459 3073
MAT Credit Entitlement (1046) (1765)
Deferred Tax 2626 3722
Fringe Benefit Tax 198 220
4237 5250
Profit After Tax 25791 25792
Share of Profit in Associates 2218 2415
28009 28207
Debenture Redemption Reserve written back 2550 -
Prior Period Adjustments (Net) 2260 2123
Debenture Redemption Reserve
(Net of write back) 4821 7975
Capital Redemption Reserve - 12
7081 10110
23478 18097
Balance Brought Forward 41736 26307
Tranfer from General Reserve - 1000
Amount available for Appropriations: 65214 45404
APPROPRIATIONS:
Preference Dividend - 1
Interim/Final Equity Dividend 4393 2251
Tax on Distributed Profits 747 316
Transfer to General Reserve 1000 1100
6140 3668
Balance carried forward 59074 41736
Stand Alone
Current Previous
Year Year
164468 145519
29158 34425
6691 9517
12761 8696
- 46
265 -
9441 16166
1062 1775
(1052) (1765)
- 5069
179 205
189 5284
9252 10882
9252 10882
2550 -
61 178
4821 7975
- 12
4882 8165
6920 2717
390 341
- 1000
7310 4058
- 1
4393 2251
747 316
1000 1100
6140 3668
1170 390
OPERATIONAL PERFORMANCE:
The year witnessed satisfactory rainfall in the country. However,
U.S.A. experienced another year of drought and reduced average of
cotton plantings. The Companys sales in U.S.A. were affected badly.
However, in Europe, the sales improved considerably. The exports during
the year were Rs.738.38 crores as against Rs.693.17 crores in previous
year.
Total revenues had gone up from Rs.1495.51 crores to Rs.1649.41 crores
showing a growth of 10%. Due to steep rise in price of raw materials,
the profits are less as compared to previous year.
FUTURE OUTLOOK:
In the current year, the rain forecast for India is again of
near-normal. The company has taken adequate steps to offset the adverse
effects of steep rise in prices of raw materials. It is expected that
U.S.A. too, will have normal monsoon this year and this will boost the
companys sales in those parts.
DIVIDEND:
Your Directors have recommended dividend of Rs.2/- per Equity Share of
Rs. 21- each for the financial year ended 31st March, 2008, 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 18th September, 2008 and whose names appear
as beneficial owners as per beneficiary list furnished for the purpose
by National Securities Depository Limited and Central Depository
Services (India) Limited.
ISSUE OF BONUS SHARES:
The Directors have, subject to the approval of the shareholders,
approved a bonus issue of equity shares in the ratio of ONE equity
share of the Company of Rs.2/- each for every ONE equity share of the
Company held by the shareholders of the Company. Necessary resolutions
for obtaining the approval of the shareholders have been incorporated
in the Notice for the forthcoming Annual General Meeting of the
Company. The Bonus Shares, if approved at the forthcoming Annual
General Meeting, will be issued to all those Equity Shareholders of the
Company whose names appear on the Record Date to be fixed later, in the
Register of Members or as beneficial owners as per beneficiary list
furnished for the purpose by National Securities Depository Limited and
Central Depository Services (India) Limited.
FINANCE:
During the year, the Company issued and allotted 2,41,66,000 equity
shares of Rs.2/- each @ Rs. 350/- per equity shares to Qualified
Institutional Buyers (QIBs). Further, during the year, the Company
issued 3,11,70,000 warrants @ Rs. 340/- per warrant to the promoter
group of the Company, on preferential placement basis. Out of this, the
Company issued and allotted 60,87,100 equity shares on exercise of the
option attached to the said warrants.
EMPLOYEES STOCK OPTION SCHEME (ESOS):
Pursuant to the resolution passed by the Shareholders at the
Extra-ordinary General Meeting held on 28th April, 2008, stock options
up to 15,00,000 options are proposed to be issued to Eligible
employees.
FIXED DEPOSITS:
The Company has not accepted fixed deposits during the year. The
Company has discontinued its Fixed Deposits Scheme and there are no
fixed deposits outstanding as at 31st March, 2008.
ACQUISITIONS:
During the year, the following acquisitions were made by the Company:
a) The Company acquired from DuPont, its global triphenyltin hydroxide
contact fungicide (TPTH) and fenbutatin-oxide miticide (TNTO)
businesses, marketed primarily as Super Tin and Vendex respectively.
This acquisition of both products will strengthen the Companys
position in the fruit, nut, vegetable and row crop markets.
b) The Company also acquired 100% stake of ICONA and ICONA San Luis
S.A., a manufacturer and distributor of crop protection products
headquartered in Buenos Aires, Argentina. This acquisition has provided
the Company with a much stronger platform to expand and strengthen its
presence in Argentina.
c) The Company also acquired 100% stake of Evofarms group of Companies,
a major Marketing company of generic products in the crop protection
industry headquartered in Bogota, Colombia. This is the first
acquisition of the Company in the Andean Region which is an interesting
and fast growing Agchem market.
SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND SWAL CORPORATION LIMITED:
A Scheme of Arrangement between the Company and SWAL Corporation
Limited and their respective shareholders under sections 391 to 394
read with Section 78 and Sections 100 to 103 of the Companies Act, 1956
was sanctioned by the Honble Bombay High Court on 29th February, 2008
and High Court of Judicature at Gujarat on 16th April, 2008 and became
effective from 30th April, 2008. As per the said Scheme the whole of
the undertaking and properties of Haldia Division being the
manufacturing division of agrochemicals of SWAL Corporation Limited is
demerged and transferred to and vested in the Company as a going
concern with effect from the appointed date, viz. 1st April, 2007.
RESEARCH AND DEVELOPMENT:
Your Company is giving maximum importance to research and development
by regular upgradation and modernization of all R&D laboratories and by
recruitment of talented scientists and engineers.
With the constant endeavor to improve quality, cost reduction and
penetrate new local and global markets, research is carried out
continuously at Companys R&D laboratories at Ankleshwar, Thane and
Vapi.
Many new products have been developed by the R&D team which will be
commercialized in the coming years. The Company is also working on
producing the molecules which are going off patent in the near future.
The R&D team is continuously working and developing new ecofriendly
formulations and new combination formulations of various pesticides for
which patents are obtained in India and in other countries.
Extensive field trials and data generation work for various pesticides
is undertaken by R&D team, alongwith agricultural universities, with a
view to further improve their quality and safety.
CORPORATE SOCIAL RESPONSIBILITY:
Right from the inception of your Company, from its days as a
small-scale Industry, the endeavour for social upliftment has been a
continuous process. It has always been very active in the area of
social service for the benefit of communities, in and around, where its
factories are located. Various initiatives are taken in the fields of
education, health care, environment protection and promotion of sports.
Over the years, the services are extended to other areas and into many
diverse fields. Large funds are earmarked for social and welfare
activities.
At Vapi and Ankleshwar, Schools for English Medium and Gujarati Medium
are managed with active support from your Company. Management and
Engineering Colleges have been set up with financial and management
support of the Company.
A state-of-art hospital is funded by the Company at Vapi which has the
most modern equipments and highly competent doctors and nurses. Your
Company has been a national leader in prevention and treatment of burn
injuries and has helped put up a Burns Hospital in Mumbai. The Company
has promoted many rural health check camps; provided medicines and
other medical facilities at Vapi, Ankleshwar and other neighbouring
areas.
Environment protection can best be undertaken by growing more trees.
The Company is vigorously following the practice of growing more trees
every year.
Whenever any calamity strikes in any part of the nation, your Company
rises to the occasion and takes initiatives in rehabilitation of the
affected areas. Apart from financial help, the Company provides
pesticides free so as to check outbreak of any epidemic. The Company
has got a Disaster Relief Team which helps in the incidents of flood,
collapse of bridge, earthquake, tsunami and such other calamities.
SUBSIDIARY COMPANIES:
Your Directors are pleased to inform you that the DCA has vide its
letter dated 27th June, 2008 approved the Companys request and
exempted the Company from attaching the Profit and Loss Account,
Balance Sheet, Directors Report and Auditors Report of its subsidiaries
subject to the condition that the Company will attach the consolidated
financial statements of its subsidiaries for the year ended 31st March,
2008.
The Audited Consolidated Financial Statements of your Company as per
Accounting Standard - 21 form part of this Report
Annual accounts of subsidiary companies are available for inspection at
the Companys Registered office and Administrative office. The same
will be made available to the investors of the companies upon request.
Overall performance of all the subsidiary companies except in U.S.A.
have been satisfactory.
INSURANCE:
All the properties and operations of the Company have been adequately
insured.
AUDITORS AND AUDITORS REPORT:
M/s S. V. Ghatalia & Associates, Chartered Accountants, the statutory
auditors are retiring at the ensuing Annual General Meeting and being
eligible for re-appointment have expressed their willingness to
continue, if re-appointed. Your Directors recommend their appointment
as the Statutory Auditors and fix their remuneration for the year
2008-09.
The auditors have qualified their Report in respect of net deferred tax
liability of Rs.2121 lacs as on 31st March, 2008 without recognizing
deferred tax asset to that extent. In this regard, your attention is
invited to Note no. 16(a) in Schedule T, which is self-explanatory.
The Board has taken a cautious view of the matter in this regard and
not recognized deferred tax asset.
The notes to the accounts referred to in the Auditors Report are self
explanatory and do not call for any further comments.
In respect of consolidated accounts, the auditors have qualified their
report for non-inclusion of accounts of certain subsidiaries and
recognition of deferred tax asset for certain subsidiaries of the
Company. In this regard, your attention is invited to Notes 1(b), 6, 8
and 9 of Schedule S of the consolidated accounts which are
self-explanatory.
COST AUDIT:
The Board of Directors appointed M/s M. B. Ashtamkar, Cost Accountant,
Mumbai as Cost Auditor of the Company for conducting audit of the cost
accounts maintained by the Company in respect of insecticides for the
year 2008-09.
DEPOSITORY SYSTEM:
97.44% of the total paid up equity shares of the Company are
dematerialized as on 31st March, 2008.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. J. R. Shroff, Dr. P. V.
Krishna, Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the
Company, retire by rotation at the ensuing Annual General Meeting of
the Company, and being eligible offer themselves for re-appointment.
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the brief resume of Mr. J. R. Shroff, Dr. P. V. Krishna,
Mr. Pradeep Goyal and Mrs. S. R. Shroff, Directors of the Company are
provided in the notice convening the Annual General Meeting of the
Company.
PERSONNEL:
The relationship with all employees and workers at all sites of the
Company remained very cordial throughout the year. Your Directors would
like to place their appreciation for the contribution made by all the
employees of the Company.
SAFETY, HEALTH PERFORMANCE AND ENVIRONMENT:
The Company, at all units, have implemented Quality Management System
Standards ISO 9001, Environmental Management System Standards ISO
14001; and Occupational Health & Safety Assessment Standards OHSAS
18001. The Company is Signatory to Responsible Care initiative of
Indian Chemical Council and has taken various efforts for improvement
of all aspects related to Safety, Health and Environment. During the
current year, the Company has conducted Environmental Impact Assessment
Studies at various units and got Environmental Clearances for expansion
of Plants at various locations like Vapi, Jhagadia and Ankleshwar. The
Company has Emergency Rescue Team available at all manufacturing units
and they are helpful to our manufacturing units and neighbouring
industries in mitigating any emergency situation. With continuous
efforts, accident rates and frequency rates have come down. Our units
were also subjected to Environmental Audit and Safety Audit through
expert agencies.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC AND PARTICULARS OF
EMPLOYEES:
Information required under Section 217 (1) (e) of the Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 and information as per
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of employees) Rules, 1975, as amended from time to time
form part of this report and annexed to this report.
DIRECTORS RESPONSIBILITY:
Your Directors confirm the following Directors Responsibility
statements pursuant to provisions of Section 217 (2AA) of the Companies
Act, 1956:
1 in the preparation of Annual Accounts for the year ended 31st March,
2008, the Company has followed the applicable accounting standards with
proper explanations relating to material departures;
2. appropriate accounting policies have been selected and applied
consistently and judgements and estimates are made prudently and
reasonably so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2008 and of the profit of the Company
for that year;
3. proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with applicable provisions of
the Companies Act, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis.
GROUP FOR INTERSE TRANSFER OF SHARES:
As required under Clause 3(1 )(e) of the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 persons constituting Group (within the meaning as defined in the
Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
of availing exemption from applicability of the provisions of
Regulation 10 to 12 of the aforesaid Regulations, are given in the
Annexure attached herewith and forms part of this Annual Report.
CORPORATE GOVERNANCE:
Auditors certificate regarding compliance with Corporate Governance to
the extent set out in this respect as a separate report, in pursuance
of requirement of Clause 49 of the Listing Agreement. The Management
Discussions and Analysis Report forms part of this Report. Auditors
certificate regarding compliance of the conditions of the corporate
Governance as stipulated under the said clause is also attached to this
Report.
LISTING OF THE COMPANYS EQUITY SHARES:
The equity shares of your Company are listed on the Bombay Stock
Exchange Ltd. and National Stock Exchange of India Ltd. There is no
default in paying annual listing fees.
ACKNOWLEDGEMENT:
Your Directors are thankful to all the stakeholders and various
government agencies and ministries for their continued support.
Mumbai On behalf of the Board of Directors
24th July, 2008
Registered Office:
3-11,G.I.D.C, Vapi
Dist. Valsad, Gujarat R. D . Shroff
Pin: 396195 Chairman & Managing Director |
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