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United Phosphorous
BSE: 512070|NSE: UNIPHOS|ISIN: INE628A01036|SECTOR: Chemicals
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« Mar 11
Notes to Accounts Year End : Mar '12
1. CORPORATE INFORMATION
 
 United Phosphorus Limited (the Company) is a public Company domiciled
 in India and incorporated under the provisions of the Companies Act,
 1956. Its shares are listed on two stock exchanges in India. United
 Phosphorus Limited is engaged in the business of agrochemicals,
 industrial chemicals, chemical intermediates and specialty chemicals.
 
 2. BASIS 0F PREPARATION
 
 The financial statements of the Company have been prepared in
 accordance with generally accepted accounting principles in India
 (Indian GAAP). The financial statements have been prepared to comply in
 all material respects with the accounting standards notified by
 Companies (Accounting Standards) Rules, 2006, as amended, and the
 relevant provisions of the Companies Act, 1956. The financial
 statements have been prepared under the historical cost convention on
 an accrual basis. The accounting policies have been consistently
 applied and are consistent with those used in the previous year.
 
 2.1 Am3lgamation of United Phosphorus Limited, Mauritius:
 
 Pursuant to the Scheme of Amalgamation (the Scheme) under Sections
 391 to 394 of the Companies Act, 1956, the Hon''ble High Court of
 Gujarat has pronounced an order on January 13, 2012 sanctioning the
 Scheme of amalgamation of United Phosphorus Limited, Mauritius (UPL
 Mauritius), a wholly owned step down subsidiary of the Company with the
 Company from the appointed date viz July 1, 2011. The Scheme became
 effective on January 19, 2012 upon filing of the said order with the
 Registrar of Companies, Gujarat. Consequently, all the assets and
 liabilities of UPL Mauritius have been transferred to and vested in the
 Company with effect from July 01, 2011. The Scheme has accordingly been
 given effect to in these accounts.
 
 The amalgamation has been accounted for under the pooling of interest
 method referred to in Accounting Standard 14- Accounting for
 Amalgamation, as prescribed by the Scheme. Accordingly, all the assets,
 liabilities and other reserves of UPL Mauritius as on July 1, 2011 have
 been aggregated at their respective book values (after converting the
 book values using the applicable exchange rate at the close of business
 of the day immediately preceding the appointment date).
 
 The Company was indirectly holding the entire paid-up capital of UPL
 Mauritius and hence no consideration has been issued for the aforesaid
 amalgamation. Further, the share capital of UPL Mauritius has been
 cancelled and the corresponding amount of Rs. 3 lacs has been credited
 to the Capital Reserve.
 
 b) Terms/ rights attached to equity shares:
 
 The Company has one class of equity shares having par value of Rs. 2
 per share. Each holder of equity shares is entitled to one vote per
 share. The Company declares and pays dividends in Indian rupees. The
 dividend proposed by the Board of Directors is subject to the approval
 of the shareholders in the ensuing Annual General Meeting.
 
 In the event of liquidation of the Company, the holders of equity
 shares will be entitled to receive the remaining assets of the Company,
 after distribution of all preferential amounts. The distribution will
 be in proportion to the number of equity shares held by the
 shareholders.
 
 As per records of the Company, including its register of shareholders/
 members and other declarations received from shareholders regarding
 beneficial interest, the above shareholding represents both legal and
 beneficial ownerships of shares.
 
 Notes:
 
 a.  Rs. Nit (Previous Year: Rs. 17,000 lacs) 12.20 % Non convertible
 Debentures (NCDs) referred above are redeemable at par in three equal
 installments from January 2014 and had a call option at the end of 3rd
 year i.e. 27 January 2012. These debentures were secured by way of
 pledge of 65,29,500 equity shares of Advanta India Limited.
 
 b.  Unsecured Redeemable Non-Convertible Debentures
 
 i) NCDs amounting to Rs 25,000 lacs (Previous Year: Rs Nil) are
 redeemable at par at the end of 15th year i.e July 2026 from the date
 of allotment. The NCDs carry a call option at the end of 10th year from
 the date of allotment.
 
 ii) NCDs aggregating to Rs 30,000 lacs (Previous Year: Rs 30,000 lacs)
 are redeemable at par at the end of 12th year (Rs. 7,500 lacs), llth
 year (Rs. 7,500 lacs), 9th year (Rs. 7,500 lacs) and 8th year (Rs.
 7,500 lacs) i.e. October 2022, October, 2021, October 2019 and October
 2018 respectively from the date of allotment.
 
 iii) NCDs aggregating to Rs. 30,000 lacs (Previous Year: Rs. 30,000
 lacs) are redeemable at par at the end of 10th year (Rs. 15,000 lacs)
 i.e. April 2020 and at the end of 7th year (Rs. 15,000 lacs) i.e. April
 2017 from the date of allotment.  The NCDs carry a call option at the
 end of 6th year i.e. April 2016 and 5th year i.e. April 2015
 respectively from the date of allotment.
 
 iv) NCDs amounting to Rs 25,000 lacs (Previous Year: Rs 25,000 lacs)
 are redeemable at par at the end of 5th year i.e January, 2015 from the
 date of allotment.
 
 v) NCDs amounting to Rs 13,500 lacs (Previous Year: Rs 13,500 lacs) are
 redeemable at par at the end of 3.5 year (Rs. 10,500 lacs) i.e.
 February, 2013 and 3 years (Rs. 3,000 lacs) i.e. August, 2012 from the
 date of allotment.
 
 vi) NCDs mentioned above carry a coupon rate ranging from 8.75% to
 10.70%.
 
 c.  Term Loans of Rs Nil (Previous Year: Rs 17,500 lacs) from banks
 were carrying interest rate ranging from 8.5% to 10% and repayable in
 June 2011, August 2011 and September 2011.
 
 d.  External Commercial Borrowing from Banks amounting to Rs - Nil
 (Previous Year: Rs. 81,850 lacs) were carrying interest rate at Libor
 plus 130 basis points. The loan was due for repayment in October 2011.
 
 e External Commercial Borrowing from a Multilateral Financial
 Institution amounting to Rs. 712 lacs (Previous Year: Rs 1,873 lacs) is
 secured by pari-passu first charge by way of hypothecation of specific
 movable assets, present and future, situated at Jhagadia Unit of the
 Company and carries Interest rate at Libor plus 210 basis points. The
 outstanding loan is due for payment in June 2012.
 
 Note:
 
 a.  Outstanding loans carry an interest rate of Base Rate/Libor plus
 margin ranging from 175 bps to 400 bps
 
 b.  Outstanding loan is secured by hypothecation of inventories, bills
 receivables, book debts and all movables assets of the Company both
 present and future, wherever situated.
 
 c.  Short term buyers credit are unsecured and the outstanding loan
 carry an interest rate ranging from Libor plus 125 bps to 225 bps.
 
 d.  Unsecured short term demand loan carrying interest at the rate of
 10%.
 
 3. RETIREMENT BENEFITS
 
 Gratuity benefit is payable to employees on retirement or resignation
 or death. The amount of gratuity payable is based on the past service
 and salary at the time of exit as per payment of Gratuity Act, 1972.
 There is a vesting period of five years on the benefit.
 
 A Scheme of Arrangement between the Company and SWAL Corporation Ltd.
 and their respective Shareholders'' under Sections 391 to 394 read with
 Section 78 and Sections 100 to 103 of the Companies Act, 1956 with the
 Appointed Date of 1st April 2007, was sanctioned by the Hon''ble Bombay
 High Court on 29th February 2008 and High Court of Judicature at
 Gujarat on 16th April 2008 and became effective from 30th April 2008.
 
 As per the said scheme, reduction of Capital under Sections 100 to 103
 of the Companies Act, 1956 was sanctioned and accordingly the debit
 balance aggregating to Rs. 56,212 lacs in respect of Product
 Registrations and Product Acquisitions appearing as on 31st March 2007,
 has been debited to the Securities Premium Account and the General
 Reserve after adjusting for Deferred Tax arising on account of these
 assets amounting to Rs. 2,525 lacs on that date.
 
 As per the ICAI announcement, expense adjusted directly to reserve is
 net of its tax effect. As per the Court order and legal advice
 obtained, the Company has taken a consistent view that the tax benefit
 available is not to be adjusted in respect of amortization of the
 product registrations and product acquisitions adjusted to the
 Reserves. The difference in provision for taxation for the year due to
 this is Rs 1,252 lacs (Previous Year: Rs 1,709 lacs) though overall,
 there is no impact on the aggregate of Reserves and Surplus of the
 Company.
 
 4.  Notes
 
 1) The Company is organized into three main business segments namely :
 
 a) Agro Chemicals - comprising of Agrochemicals Technical''s and
 Formulations.
 
 b) Industrial Chemicals - comprising of Industrial Chemicals and
 Specialty Chemicals.
 
 c) Others - primarily comprising of Traded Products.
 
 2) Segment Revenue in the above segments includes sales of products net
 of taxes.
 
 3) Inter Segment Revenue is taken as comparable third party average
 selling price for the year.
 
 4) Segment Revenue in the geographical segments considered for
 disclosure are as follows:
 
 a) Revenue within India includes sales to customers located within
 India.
 
 b) Revenue outside India includes sales to customers located outside
 India
 
 5) Segment Revenue, Results, Assets and Liabilities include the
 respective amounts identifiable to each of the segments and amounts
 allocated on a reasonable basis.
 
 5. CONTINGENT LIABILITIES 
 
                                                        (Rs. in Lacs)
 
 Particulars                             As at                As at
                                  31 March 2012        31 March 2011
 
 (a) Disputed Income-Tax 
 Liability (excluding 
 interest)                               151                  69
 
 (b) Disputed Excise Duty / 
 Service Tax liability 
 (excluding interest)                 10,373               7,123
 
 (c) Disputed Sales Tax 
  liability                            2,417               1,157
 
 (d) Disputed Custom 
 Duty liability                        2,331               2,331
 
 (e) Disputed Fiscal Penalty 
 for cancellation of licences          3,348               3,348
 
 (f) Disputed penalty levied 
 by Competition Commission of         25,244                 - 
 India
 for Cartelization of prices
 
 (g) Disputed penalty on Water 
 Tax                                     161                 161
 
 (h) Bills discounted under 
 Letter of Credit and remaining 
 unpaid                                  816                 361 
 at the date of the balance sheet
 
 (i) Guarantees given by Company''s 
 bankers on behalf of 
 the Company to
 third parties                         4,129              11,253 
 
 (j) Corporate guarantees 
 given on  behalf of 
 subsidiary companies:
 
 (i) United Phosphorus 
 Limited, U.K.                        17,936              15,760
 
 (ii) United Phosphorus 
 Limited, Hong Kong                    4,324               3,791
 
 (iii) United Phosphorus 
 Inc. USA                              6,219               5,452
 
 (iv) United Phosphorus 
 Inc. USA/Cerexagri Inc (PA)           1,272               1,115
 
 (v) Evofarms SA - Columbia            1,272               1,115
 
 (vi) United Phosphorus 
 Limited, Columbia                       763                 669
 
 (vii) United Phosphorus 
 Limited, Australia                    1,781               1,561
 
 (viii) Bio-Win Corporation 
 Limited, Mauritius                  132,676               7,581
 
 (ix) Cerexagri Italia, 
 SRL, Italy                            8,149               7,605
 
 (x) Ceraxagri SAS., 
 France                               13,582              12,676
 
 (xi) Ceraxagri B.V., 
 Netherlands                          14,261              13,309
 
 (xii) Icona S.A. 
 Argentina                               -                 4,460
 
 (xiii) Uniphos Columbia 
 Plant Limited, Columbia                 -                 6,689 
 
 (k) Claims
 against the Company not 
 acknowledged as debts                  532                 424
 
 (c) Arrangement with Advanta India Limited
 
 The Company has entered into a Licence Agreement effective from 2nd
 April 2012 with Advanta India Limited (AIL) to obtain technical
 know-how for commercial exploitation, development, use and sale of the
 Licenced Products and use of brands. In consideration thereof, the
 Company will pay a royalty at the rate of 7 % of net sales revenue of
 the Licensed Products subject to a minimum royalty of Rs 700 lacs p.a.
 Further, AIL shall carry out research and development activity, as
 agreed, in connection with the Licensed Products and the Company will
 pay an amount as may be agreed between both the parties at the
 commencement of each year.
 
 6.DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE
 MSMED ACT, 2006
 
 The identification of Micro, Small and Medium enterprises is based on
 the management''s knowledge of their status. The Company has not
 received any intimation from suppliers regarding their status under
 The Micro, Small and Medium Enterprises Development Act, 2006.
 
 7. OPERATING LEASES
 
 Lease rent debited to profit and loss account is Rs. 2,457 lacs
 (Previous Year: Rs. 1,487 lacs)
 
 There is no contingent rent recognised in the statement of profit and
 loss.
 
 General description of the leasing arrangement:
 
 The Company has entered into operating lease arrangements for its
 vehicles, machinery, office premises, storage locations and residential
 premises.
 
 8. PREVIOUS YEAR FIGURES
 
 Till the year ended 31st March 2011, the Company was using pre-revised
 Schedule VI to the Companies Act 1956, for the preparation and
 presentation of its financial statements. During the year ended 31st
 March 2012, the revised Schedule VI notified under the Companies Act
 1956, has become applicable to the Company. The Company has
 re-classified previous year figures to conform to this year''s
 classification. The adoption of revised Schedule VI does not impact
 recognition and measurement principles followed for preparation of
 financial statements. However, it significantly impacts presentation
 and disclosures made in the financial statements, particularly
 presentation of the balance sheet.
 
 Further, in view of amalgamation of United Phosphorus Limited,
 Mauritius with the Company (refer note 2.2), the current year figures
 are not comparable with those of the previous year.
Source : Dion Global Solutions Limited
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