United Phosphorous

1.  Related party disclosure as required by Accounting Standard
 (AS)-18 Related Party Disclosures issued by the Companies (Accounting
 Standards) Rules, 2006 are given below:
 
 (a) Relationship:
 
 (i) Name of related parties where control exists:
 
 Subsidiary Companies:
 
 Agrodan Aps
 
 Biowin Corporation Limited
 
 United Phosphorus De Mexico S.A. De C.V
 
 United Phosphorus Limited (Australia). United Phosphorus Limited (Hong
 Kong) United Phosphorus Limited (Russia). United Phosphorus Limited
 (Shanghai) Co. Ltd., China United Phosphorus, Inc. (USA) United
 Phosphorus Limited, Japan** United Phosphorus Limited U.K. United
 Phosphorus Limited (Zambia) United Phosphorus De Argentina S.A-United
 Phosphorus Belgium S P R L
 
 United Phosphorus South Africa Limited (under liquidation)
 
 United Phosphorus (Korea) Limited 
 
 United Phosphorus Limited New Zealand PT. United Phosphorus Indonesia
 Shroffs United Chemicals Limited United Phosphorus Limited, Gibraltar
 Inventa Corporation United Phosphorus Do Brazil Ltda.
 
 Agrindustrial, S.A.  -
 
 Compania Espanola Indusrtrial Quimica de Productos Agricolas
 Y.Domesticos, S.A. Phosfonia, S.L. ReposoS.A.I.C SWAL Corporation
 Limited Transterra Invest, S.L.U.
 
 United Phosphorus Sole Partner Limited, Greece
 
 United Phosphorus (Taiwan) Limited
 
 Universal Pestochem Industries Limited
 
 PT Catur Agrodaya Mandiri United Phosphorus Limited, Vietnam Crop Serve
 (Pvt) Ltd - Zambia Prime Agri Centre (Pvt) Ltd
 
 - Agri Pack Zambia Limited
 
 United Phosphorus Limited, SRL, Italy Cerexagri - Costa Rica S.A.
 Safepack Products Limited, Israel Cerexagri - BV, Netherlands Cerexagri
 Italia S.R.L. . Cerexagri Iberica S.A.U. Desarollo Quimico Industrial
 S.A. Cerexagri SAS - France
 
 Cerexagri ZiraatVe Kimya Sanayi VeTicaret Limited Sti
 
 Cerexagri - Delaware Inc (DE) Cerexagri Inc (PA)
 
 Anning Decco Fine Chemicals Co. Limited - China 
 
 United Phosphorus Switzerland Limited
 
 United Phosphorus Holding Japan Co. Limited** ,
 
 United Phosphorus Holdings BV, Netherlands Decco Italia SRL
 
 Eddyville Consultant Group Inc - Panama Evofarm Colombia SA Evofarms SA
 - Colombia Global Chem Trade Corp - Panama icona S.A.
 
 Icona San Luis S.A , .
 
 Jaingzu Kaznam Chemical Group United Phosphorus Limited, Colombia -
 United Phosphorus Japan Limited (formerly known as Nippon UPL KK)**
 Samma International s.r.l. Italy Canegrass LLC, USA
 
 **On 12th March 2009, United Phosphorus Japan Limited and United
 Phosphorus Holding, Japan Co. Limited were merged with Nippon UPL KK
 and Nippon UPL KK was renamed as United Phosphorus Limited. Japan.
 
 (ii) Name of other related parties with whom transactions have taken
 place during the year
 
 Associate Companies:
 
 Advanta India Limited
 
 Advanta Semi las SAIC, Argentina
 
 Pacific Seeds Pty Limited, Australia
 
 Agrinet Solutions Limited
 
 Advanta Seed International, Mauritius
 
 Unicorn Seeds Private Limited
 
 (iii) Joint Venture Company:
 
 United Phosphorus Limited Bangladesh. Hodogaya UPL Co. Limited, Japan
 Nisso TM LLC
 
 (iv) Enterprises over which key management personnel and their
 relatives have significant influence:
 
 Uniphos Agro Industries Limited
 
 Uniphos Enterprises Limited
 
 Bloom Packaging Private Limited ~
 
 Nerka Chemicals Private Limited
 
 Ultima Search
 
 Jai Research Foundation
 
 Vikram Farm
 
 Tatva Global Environment Limited
 
 Enviro Technology Limited
 
 Bharuch Enviro Infrastructure Limited .  
 
 UPL Environmental Engineers Limited
 
 Demuric Holdings Pyt. Ltd.
 
 Coimbatore Integrated Waste Management Co. Pvt. Ltd.
 
 Daman Ganga Pulp and Papers Pvt. Ltd.
 
 Sanguine Holding Pvt. Ltd.
 
 Pot Plants
 
 Jai Trust
 
 Bloom Seal Containers Pvt. Ltd.
 
 Entrust Environment Ltd.
 
 JRF Biogenomics Limited
 
 (v) Key Management Personnel and their relatives :
 
 Whole Time Directors and their relatives
 
 Mr. Rajnikant.D. Shroff
 
 Mrs. Sandra R. Shroff
 
 Mr. Kalyan Banerjee
 
 Mr. Jaidev R. Shroff
 
 Mr. Arun C. Ashar
 
 Mr. Vikram R. Shroff
 
 Mrs. Shilpa Sagar
 
 Mrs. Asha Ashar
 
 Mr. Navin Ashar
 
 SCHEDULE FORMING PART OF THE BALANCE SHEET AND THE PROFIT AND LOSS
 Account SCHEDULET(CONTD.):
 
 2. During the year, the Company has granted 10,12,192 Employee Stock
 Options (Options) in accordance with the Employee Stock Option Plan
 2008 approved by the members in the extra-ordinary general meeting held
 on April 28, 2008. However, the said Options have not been accepted by
 the employees and accordingly, the same have lapsed.
 
 3. The Company had issued Preferential convertible warrants to a
 Promoter group company during the financial year 2007 - 08 and received
 an amount of Rs 10,598 lacs being 10% of the total value. Out of this,
 an amount of Rs 2,070 lacs was adjusted towards allotment of 60,87,100
 shares in the year 2007- 08. Subsequent to the balance sheet date, the
 Company has forfeited the balance amount of Rs 8,528 lacs as the
 balance of 90% amount has not been paid by warrant holders within the
 stipulated time.
 
 674 (Previous Year: 682) Series B Foreign Currency Convejtible Bonds of
 USD 1,00,000 each are:
 
 (a) Convertible by the holders at any time on or before December 7,
 2010. Each bond will be converted into fully paid up equity share with
 par value of Rs. 2 per share at a fixed price ofRs. 136.03 per share.
 
 (b) redeemable, in whole but not in part, at the option of the Company
 at any time on or after February 1, 2007 and prior to December 7, 2010,
 subject to the fulfillment of certain terms and obtaining requisite
 approvals.
 
 (c) redeemable on maturity date of January 7, 2011 at 130.87 percent of
 its principal amount, if not redeemed or converted earlier.
 
 The Bonds are considered as monetary liability. The bonds are
 redeemable only if there is no conversion of the bonds earlier. Hence
 the payment of premium on redemption is contingent in nature, the
 outcome of which is dependent on uncertain future events. Hence, no
 provision is considered necessary nor has been made in the accounts in
 respect of such premium. Further, the Company has sufficient balance in
 the securities premium account which can be utilized for premium on
 redemption of the aforesaid Foreign Currency Convertible Bonds.
 
 4.  Previous Years figures have been regrouped/rearranged wherever
 necessary.