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DIRECTOR'S REPORT

UPL Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 43688.12 Cr. P/BV 2.98 Book Value (₹) 191.68
52 Week High/Low (₹) 709/481 FV/ML 2/1 P/E(X) 30.19
Bookclosure 03/07/2019 EPS (₹) 18.94 Div Yield (%) 1.40
Year End :2019-03 

Directors Report

To,

The members of

UPL Limited

Your Directors have pleasure in presenting their report and audited accounts for the year ended on 31st March 2019.

FINANCIAL RESULTS

(Rs in crore)

Consolidated

Standalone

Current Year

Previous Year

Current Year

Previous Year

Total Revenue

22,077

17,920

9,220

7,809

Earnings before interest, tax, depreciation, amortisation, exceptionals, prior period adjustments and minority interest

4053

3919

1,398

1,384

Depreciation/amortization

969

675

724

666

Finance Cost

963

783

185

135

Exceptional items

451

63

4

7

Profit/(Loss) from Associates

14

(93)

Profit before tax

1,684

2,305

486

576

Provision for taxation

Current tax

442

311

83

180

Adjustments of tax relating to earlier years

(4)

(79)

(3)

(83)

Deferred tax

(273

43

1

(69)

Profit after tax

Minority interest

1,519

2,030

404

548

72

8

Net profit for the year

1,447

2,022

404

548

OPERATIONAL PERFORMANCE

a) The Company ended the year with growth in revenues of 14%. This growth comprised of 7% growth in volumes, 4% growth in price and favorable exchange impact of 3%. Performance highlights by region are as follows:-

In India the growth in sale of crop protection products was 4%. Rainfall in India during last year was below average (91% of long term average) and less than the forecast made. The country experienced fifth straight year of less than normal rains.

Apart from deficit in rainfall the problems for farm sector were aggravated on account of erratic rains. In some parts of the country there were heavy floods resulting in loss of life, crops and property. The affected states were mainly Madhya Pradesh, Uttar Pradesh, Bihar and Jharkhand.

With less rains, the rabi season was also not very encouraging. In spite of such difficult situation in the country, the Company has achieved revenue growth of 4%. The growth was observed in key insecticides and herbicides.

The Company launched a few non-selective herbicides during the year. The Company's initiative of Adarsh Kisan Centre expanded to more areas and the farming community appreciated the same.

In Latin America, the Company's revenue grew by 25%, while the crop protection industry grew by 11 % in CY2018. This is a significant achievement, considering that Brazil and some of the other Latin American countries faced political and economic uncertainties. The growth was across all key product segments, notably Sperto and Unizeb line of products of the Company. These products are very well accepted in these countries.

In North America the herbicide portfolio recorded good growth and has been successful in addressing the issue of weed-resistance. The market sentiment was adversely impacted due to trade war between China and USA. The Company's efforts to improve sales is now bearing fruit after good rains returned last year in USA.

As indicated in the last Annual Report the European market has begun improving. Southern Europe witnessed wet weather resulting in growth in sale of fungicides. Also, the sugar beet season has been good, and this has driven sales of herbicides and fungicides.

As regards rest of the world, the revenue growth has been 6%. Africa and South East Asia countries have been the growth drivers in this region. The herbicide sales are improving in these markets. However, in Australia the extended drought impacted sales.

ACQUISITION OF ARYSTA LIFESCIENCE

During the year the Company through its subsidiary, UPL Corporation Limited in Mauritius,acquired Arysta LifeScience. Arysta had a turnover close to US$ 2 billion. It too is a global provider of innovative crop protection solutions, including bio-solutions and seed treatment. Further, there is minimal overlap in the product portfolios of UPL and Arysta. The product portfolios of both companies are complementary, leading to significant cross-selling opportunities. In terms of regional presence, Arysta's stronger presence in Africa and Eastern Europe means that the combined entity will be able to offer a wide basket of solutions for various raw crops and specialty crops across a broad swathe of countries. This will comprise of crop protection products, bio-solutions and seed treatment products. This will encompass all aspects of crop life cycle, starting from seed up to post harvest. This acquisition will result in enhanced R&D capabilities for the group.

The acquisition was made for US$ 4.2 billion. This was funded through a combination of fresh equity and debt at UPL Corporation level. The debt of US$ 3 billion was provided by a syndicate of banks. The Company obtained all the regulatory approvals necessary to complete the acquisition in a period of six months.

With this acquisition the Company will be among top five global crop protection product companies.

FUTURE OUTLOOK

We expect the global crop protection industry to generate higher volumes in 2019, supported by improvement in prices. UPL is ideally positioned to take advantage of these upsides. The acquisition of Arysta LifeScience is opportune in that sense. Arysta brings with it a vast marketing network, multiple distribution channels, access to newer markets, a much wider and complementary product portfolio, making the future of the combined Company very bright. Arysta's strong presence in fast growing segments like bio-solutions and seed treatment will ensure that the Company is future ready. The Company has established its brand image in the market as a trusted supplier, which guarantees quality products at competitive prices. The Company devises its marketing strategies in a manner that ensures a win-win scenario for all stakeholders at all times. Overall a very bright and promising future is expected for the Company.

DIVIDEND

Your Directors have recommended dividend of 400% i.e. Rs 8 per Equity Share of Rs 2 each for the financial year ended 31st

March, 2019, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members as on 29th May, 2019 and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") the Company has formulated its Dividend Distribution Policy and the same is uploaded on the website of the Company which can be accessed at https://www.upl-ltd.com/policies-compliances-announcements.

BONUS SHARES

To mark the golden jubilee of the Company, your Directors have announced issue of Bonus Shares in the ratio of one bonus share for every two shares held by the member. The same will be subject to the approval of the members and for this a separate Extra Ordinary General Meeting will be held. On approval by the members, the Bonus Shares will be issued to those members whose names appear in the register of members as on the record date which will be announced after the said Extra Ordinary General Meeting and to those members whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depositary Services (India) Limited.

FINANCE

(a) Fixed Deposits

The Company has not accepted fixed deposits during the year. There are no fixed deposits outstanding as at 31st March, 2019.

(b) Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments are given in the notes to the Financial Statements.

(c) Changes in Paid-up Share Capital

During the year the Company has issued and allotted the following shares:

(i) 9,589 equity shares of Rs 2 each to Employees under Employee Stock Option Plan of the Company.

CREDIT RATING

The Company has a good reputation for prudent financial management and ability to meet its financial commitments. The Company's credit facilities in India have been rated by CARE as CARE AA (Negative) for long term facilities and CARE A1 for short term facilities and by CRISIL as CRISIL AA (Negative) for long term facilities and CRISIL A1 for short term facilities. Company's commercial paper are rated by CARE as CARE A1 and by CRISIL as CRISIL A1 . Company's non-convertible debentures are rated by CARE as CARE AA (Negative) and by Brickwork Ratings as BWR AA (Stable).

The international bonds issued by UPL Corporation Ltd, a subsidiary of the Company, have been rated by S&P as BBB-(Stable), Moody's Baa3 (Positive) & Fitch BBB-(Negative). It has issued 5 year US$ 500 mn US$ denominated Senior Notes under 144A/Reg S in October 2016 and a 10 year US$ 300 mn US$ denominated Senior Notes under Reg S in February/March 2018.

ESOP

The details as required to be disclosed under the SEBI (Share Based Employee Benefits) Regulation, 2014 are put on the Company's website at the link https://www.upl-ltd. com/policies-compliances-announcements

SAFETY AND ENVIRONMENT

Safety

Safety and well-being of each and every one working for and on behalf of the Company remains to be of top priority for the Company. Your company has taken some significant steps in order to enhance its overall safety performance as part of business continuity process, to take it to the next level eventually to meet its vision of being best in class and installed a unique engagement initiative "Safety First" for making safety a way of life.

Initiatives like Zero Leak Programme, Mistake proofing thuman ough Poka-yoke, Safety Abnormality reporting, 5S have helped sustain our safety performance. Capability Building through level 0, 1 & 2 training and employee engagement initiatives are continuously being strengthened. Level 0, 1 & 2 trainings are training for safety and functional capability building, an employee can take charge only after he/she has successfully passed the assessment. Your company has a system of internal & external safety audit and average compliances of 2nd and 3rd party audit have been a significant 95 %.

"Safety First" is a unique engagement Initiative to bring about interdependent culture, which focuses on enhanced safety Leadership through communication, engagement, horizontally deploying best practices and corrective/ preventive actions management, enhancing effectiveness of plant safety representatives and leadership involvement. Our company engaged services of overseas reputed consultants for imparting training on Safety Leadership on doing things differently making the same initiatives more impactful.

For the current year, our company had a LTIFR : 0.117 per 200 thousand hours worked. Company strongly focuses on the reporting of Safety Abnormalities, Man Machine and Man-Chemical interfaces and closure of the same through mistake proofing. 8 plants of the Company globally worked without any recordable incidents. Company made substantial improvement in execution of Green Field projects.

The Company has initiated a process of Activity based risk assessment and developing health and fire index as an additional measure for well being of the people employed as well as asset protection.

The motto remains: Everyone working for and on behalf of UPL - "Doing Safer is Doing Better".

Environment

At the Company, sustainability is driven by smarter innovation and profitable growth. We believe that a business can be profitable by adopting sustainable practices ensuring harmony with the society and environment. We are constantly working to reduce our environmental footprint and find innovative product solutions that benefit the society. Our commitment to environmental protection extends beyond the scope of legal requirements. We are committed to the chemical industry's Responsible Care™ initiative and have set out the basic principles of this commitment in our Global Environmental Footprint Reduction Plan. Certified HSEQ management systems control its operational implementation.

This year company has released its second Sustainability Report as per GRI standards in accordance with comprehensive option. The Company's Sustainable Development Plan is fully aligned with UN Sustainable Development Goals.

Reducing Environmental Impact

Our target is to reduce 30% environmental footprint in our manufacturinq plants by 2020 compared to 2015-16.

Water Consumption

Carbon Emissions

Waste Disposal

Wastewater Discharge

Target

Target

Target

Target

30% reduction in specific water consumption in our manufacturing plants by 2020 from baseline 2015-16.

30% reduction in specific CO2 emissions in our manufacturing plants by 2020 from baseline 2015-16.

30% reduction in specific waste disposal in our manufacturing plants by 2020 from baseline 2015-16.

30% reduction in specific wastewater discharge in our manufacturing plants by 2020 from baseline 2015-16

Performance

Performance

Performance

Performance

In 2018-19, water consumption per tonne of production in the Company's manufacturing plants reduced by 3% compared to 2015-16.*

In 2018-19, CO2 emissions per tonne of production in the Company's manufacturing plants reduced by 13% compared to 2015-16.*

In 2018-19, waste disposal per tonne of production in the Company's manufacturing plants reduced by 22% compared to 2015-16.*

In 2018-19, wastewater discharge per tonne of production in the Company's manufacturing plants reduced by 11% compared to 2015-16.*

Note: *we mitigated the product mix change impact & manage to reduce our environment footprint in our operation globally.

We have taken following initiatives this year to make our operating plant sustainable:

Specific Water Reduction Initiatives

Sustainable industrial water management plays a vital role in achieving future water security in a world where water stress will increase. The optimum utilization of all natural resources is an integral part of the Company's commitment to sustainable development. Aiming to decrease water demand in our operating plants, following initiatives has been taken this year:

Reduced 3 % water as compared to our baseline 2015-16 after mitigating product mix change impact

Recycling of 140 KLD STP treated water in DVACI plant's Cooling Tower at Unit-0

Saved 2KLD water through evaporative condenser in IKI plant at Unit-1

Installed full fledge rain water harvesting system at Unit-4 Halol

Increased efficiency of steam condensate recovery system.

Installed latest technology in Unit-1 & Unit-5 to recycle & reuse treated wastewater into cooling tower to decrease water demand.

Specific Carbon Emissions Reduction Initiatives

Greenhouse gases trap heat and make the planet warmer. Human activities are responsible for almost all of the increase in greenhouse gases in the atmosphere. Climate change due to greenhouse gas emissions will have a growing impact on our business. Aiming to decrease carbon emissions in our operating plants, following initiatives has been taken this year:

Reduced 13 % CO2 emissions as compared to our baseline 2015-16 after mitigating product mix change impact.

Signed & executed green power purchase agreement for Unit-1 and Unit-5

Installed Waste heat recovery system in fume incinerator of Unit-2

Improved chiller performance by Increasing capacity of evaporator and replacement shell and tube type condenser with evaporative condenser at Unit-1

Power generation from back pressure turbine at Unit-2 and Unit-5

Installed Waste Heat recovery to condensate to preheat power plant boiler feed water leading to reduce coal consumption by 1620 MT/annum

Specific Waste Reduction Initiatives

We have taken special care to reduce, recycle and eliminate hazardous as well as non-hazardous solid waste. Aiming to decrease waste disposal from our operating plants, following initiatives has been taken this year:

Reduced 22 % specific waste disposal as compared to baseline 2015-16 from our operating plants after mitigating product mix change impact.

Reduced incinerable liquid waste by yield improvement at Unit-0 and Unit-1.

Successful commissioning of Lime bulker handling facility in ammonia plant at Unit-1 to reduce lime dusting waste.

Improved loss on drying (LOD) of ETP waste at Unit-5 and Unit-10 to reduce moisture content in waste quantity by installing Volute.

Specific Wastewater Reduction Initiatives

Aiming to decrease wastewater discharge from our operating plants, following initiatives has been taken this year:

Reduced 11 % specific wastewater discharge from 2015-16 baseline by operational excellence after mitigating product mix change impact.

Achieved Zero Liquid discharge (ZLD) at Unit-10 Tarapur plant.

Enhanced overall 61 % wastewater treatment capacity.

Installation of new system in cooling towers to avoid frequent blow down in Unit-3

Dedicated technology group worked to achieve the environmental excellence and management standards thereby resulting in reduction of environmental footprint.

International Sustainability Rating

Global risk and opportunities from natural resource scarcity to changing governance standards, from global workforce management to continuous evolving regulatory landscape, Environment Social and Governance (ESG) factors holds the potential to impact short term or long-term risk of an organisation. ESG risks and opportunities assessment assist company's management to integrate these factors into the business portfolio and management evaluation process to mitigate the impact and embrace upon the arising opportunities.

The Company believes in continuous improvement for growth and transparently communicating the performance to our investors and other stakeholders at large. This year we participated in rating indices like FTSE Russell and DJSI which undertakes a comprehensive exercise of evaluating various ESG parameters of the Company.

Dow jones Sustainability Index

S&P Dow jones Indices partners with RobecoSAM, a specialist in Sustainability investing, to provide investors with objective benchmarks for managing their Sustainability investment portfolios. The DJSI allow the creation of portfolios of companies that fulfil certain Sustainability criteria better than most of their peers within a given industry. It aims to represent the top 10% of the largest 800 companies in 20 emerging markets based on long-term economic, environmental and social criteria and the Company was selected in the top 10% companies which were invited to participate in the DJSI Emerging market index.

Our DJSI score in 2018 has improved 57% from 2017 score.

FTSE Russell index Series:

FTSE Russell is a British provider of stock market indices and associated data services, wholly owned by the London Stock Exchange (LSE). FTSE Russell has been at the forefront of innovating ESG indexing for nearly two decades. The FTSE4Good Index Series is a market-leading tool for investors seeking to invest in companies that demonstrate good sustainability practices.

Our FTSE score in 2018 has improved 70% from 2017 score. Therefore, the Company was awarded and listed in FTSE 4 Good Index for strong environmental, social and governance practices which were measured against globally recognised standards.

To understand more depth details about our sustainability practices. We have launched specific website for sustainability along with our corporate website on following link http://sustainability.upl-ltd.com/

RESEARCH AND DEVELOPMENT

Company's Research and Development Centres located across the Globe play vital role in accomplishing company's mission of manufacturing and supplying crop protection and specialty products worldwide.

Highly equipped Research and Development Centres have best facilities and high qualified scientific staff. Products and processes are designed and developed at these Centres so that technical products are produced in a cost-effective way. At the same time care is taken that products and processes are environmentally friendly.

Company's commitment to safe practices and products leads to designing of products and processes which are safe to use. Principles of Green Chemistry are followed by these scientists for the research and development work.

Company's Research and Development Centres are developing innovative combinations for effective pest management across the Globe. The developed products are tested for chemical properties, toxicity, impurity profile, bio-efficacy, residue and packaging and so on. The required data is generated at Research and Development Centres and then get the products tested at GLP laboratory to generate the data for submission to the regulatory authority of the country.

Company respects Intellectual Property of others and creates its own Intellectual property for the products and processes developed by the Research and Development Centres. Patents are obtained in the countries of interest and appropriate measures are taken to safeguard the IP.

CORPORATE SOCIAL RESPONSIBILITY

The Company's work for economic and social growth of community started almost 50 years back because it believes that humankind is one community, where each member is responsible for the wellbeing of the other.

The Company's manufacturing plants are in 4 states of India - Gujarat, Maharashtra, J&K and West Bengal. Many of its development interventions are focused in these states, but the Company has taken many initiatives of national importance beyond neighbouring communities too.

The Company believes in holistic and sustainable growth of society. Its commitment and interventions cater all the segment of the society and have been classified in 4 focus areas. They are:

1. Institutions of Excellence

2. Sustainable Livelihood

3. Nature Conservation

4. Local and National Need

The Company has built institutions of excellence to RAISE RESPONSIBLE AND SKILLED HUMAN CAPITAL in the region through Academic excellence, Holistic growth and Vocational & life skills. It has built and is managing

1. Sandra Shroff Gnyan Dham School, Vapi - 1,600 students /year

2. Gnyan Dham Eklavya Model Residential School, Ahwa - 350 students /year

3. Sandra Shroff ROFEL College of Nursing, Vapi - 55 students/year

4. Shroff S Rotary Institute of Chemical Technology (SRICT), Vataria, Ankleshwar - 330 students / year

5. UPL Center for Agriculture Excellence -15,181 farmers trained.

This has resulted in continuous learning and development of around 2,500 students every year and more than 15,000 farmers trained till date.

Its Agriculture development initiative in CSR has empowered the farming community to experience a BETTER QUALITY OF LIFE through Enhanced profitability, Better nutrition and Capacity building. The Company has 9 initiative in 81 villages covering 3,111 farmer families.

The Skill development and entrepreneurship empowers youth and women to increase their INCOME EARNING CAPACITIES through 1) Developing and strengthening skills, 2) Improving resource accessibility and 3) Providing institutional support. It has 4 initiatives and Around 3,700 youth and women from 50 villages were trained/skilled.

The Company is working to empower rural women through formation and strengthening of Self Help Groups (SHG) and promoting entrepreneurial culture among the groups. This initiative not only empowers women financially, but also leads to their social and cultural growth. The Company is working with 1364 Women Members of 113 SHGs from 36 Villages.

The Company is working with various stakeholders to IMPROVE THE NATURAL HABITAT in the region through Information dissemination, Increased awareness and Focused efforts to preserve and protect the environment. The highlights are

85 Eco Clubs in community school with 3,396 members.

Work on Sarus conservation project which has reached to 36 villages with 83 RSPG (Rural Sarus Protection Group) members 84,633 saplings and 1,20,000 Mangroves planted under social forestry. 6 group wells constructed, and 5 ponds deepened under water conservation.

Conducted Green Ganesha workshop in 77 schools covering 8,590 students This year partnered to support Deer & Ungulate breeding project.

The Company works with individuals and organizations to ensure that GROWTH AND DEVELOPMENT NEEDS OF THE NATION ARE MET through 1) Proactive interventions in the interest of the nation, 2) Support to Trusts and Institutions and 3) Relief and Rehabilitation efforts. To achieve the above, many initiatives are taken with active support and involvement of all stakeholders.

Worked on building capacity of NGOs/CBOs in Mumbai by empowering 6 organisation in 1st phase and will be starting 2nd phase with new set of organisations.

Made 47 sanitation blocks, mostly in community schools. 9,225 students and 3,000 commuters/ day are using said facility.

A total of 37,415 participants have been trained (on women and highway safety).

Working with 436 farmer families from 2 villages under Vandri cluster development.

Supporting Global Parli project, which is a successful example of how India's villages can be transformed through revival and empowerment. Progressive, economically viable and prosperous villages can be a reality through right interventions.

Supported Farmer Producer Company (FPC) in Motihari, Bihar - 3 FPCs in Motihari were provided with Cattle Feed Pallet Manufacturing plant each, 3 FPCs were provided with a Turmeric Processing Plant each and 4 FPCs have been given a financial aid to establish Jaggery Manufacturing units to enhance the farmers income levels.

Partnership with Save the Children India (SCI) to support Special Care Centre which is a school for hearing impaired and intellectually disabled children that provides holistic education, nutrition and transportation, in a healthy nurturing and learning environment. SCI is working towards betterment, empowerment and rights of special children.

Supported Prayas Society for implementing the project "Asptal - Sansad Mobile Swasthya (SMS) Seva" at Hamirpur, Himachal Pradesh.

Supported 6 Cerebral Palsy Athletes and staff to participate in the World CP Games in Sant Cugat, Spain from Aug 6-12, 2018. The Company is proud that one participant from India bagged 2 gold medals at the event.

A study done by International Labour Organization (ILO) found that India has one of the highest numbers of working children worldwide, with more than 5 million working in agriculture alone. A large number of Indian farmers are small and marginal, and they frequently resort to child labor to manage their fields. Child labour deprives children of their childhood and is harmful to their physical and mental development. United Against Child Labour (Project UACL) is Company's proactive initiative to eliminate all forms of child labour in seed supplier farms and to ensure education for all children. The Company has adopted a multi-pronged strategy towards this objective which includes advocacy, engagement, awareness and legal contract.

VIA70 - Company's citizen centric application for Mumbai is a part of an honest, non-political and non-profitable attempt to create a model for integrating urban citizens of India with the governance of their locality. The Company is trying to create a model for improved urban governance in the form of a citizen centric application. This application aims to bring transparency to the citizens about their rights and the public workers available for them to approach.

The Company is working on fostering the spirit of community development amongst the employees through employee volunteering known as We Are United (WAU). WAU is a well-structured employee volunteering program through which employees get an opportunity to use their talents and passion for the benefit of the community. Most of the activities undertaken by the WAU volunteers are around Company's manufacturing locations and corporate office. In year 2018-2019 a total of 147 employee volunteers from India have spent 4,863 hrs for community work.

UPL Company is working in 6 countries with more than 70 development programs and benefiting around 60 communities.

UPL Brazil works on a complimentary education program empowering the local youth to lead meaningful lives. UCPL Colombia is responding to surrounding communities "whole life cycle" need by promoting the social and economic development through education, entrepreneurship and the conservation of the environment. UPL Argentina has established Social Security office at plant for every neighbor community (in the past they need to travel 46 km to have access to social security office). UPL Mexico has been collecting and distributing winter clothing to the poorest of the poor since 2015.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has in place whistleblower policy to deal with any fraud, irregularity, or mismanagement in the Company. The Company has posted this policy on its website and the link is https://www.upl-ltd.com/policies-compliances-announcements.

The Chairman of the Audit Committee oversees this policy. As per the policy, any employee or director can directly communicate with the Chairman of the Audit Committee to report any actual/suspected fraud or non-compliance.

In the past, the Company has taken all efforts to create awareness among the employees about the Policy. The Company also made all efforts to create awareness about the policy among the employees, who have joined during the year. The policy ensures complete protection and no victimization or discrimination to the whistleblower. Total confidentiality of the proceedings of the policy is maintained.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company takes the safety and mental health of the employees very seriously. The Company has implemented a strict policy as required under the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. As the Company moves into a modern era,the Company has implemented this policy for not just women employees but have made it gender neutral. Currently, under this policy, all the employees- permanent, temporary and contractual are protected from any form of Sexual Harassment. All employees are mandated to attend a classroom training and confirm their adherence to the rules as mentioned on Company's website. In Financial Year 2018-19, a total of 389 employees were trained on POSH workshop conducted by Company's external partners and 3500 employees acknowledged to comply with the POSH policy. A knowledgeable and experienced internal committee comprising mainly of women and an unbiased 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 of this policy and make a workplace free from biases and prejudices.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has robust systems for internal audit, risk assessment and mitigation with well-established processes both at the business and corporate levels. The Company has an inhouse independent Internal Audit Department with a team of qualified professionals, headed by Global Head -Internal Audit.

The scope and authority of the internal audit department is derived from the annual audit plan approved by the audit committee at the beginning of year. Reviews are conducted on an on-going basis, based on a comprehensive risk-based audit plan. Every quarter, the audit committee is presented with key internal controls issues/audit observations and action taken update on the internal control issues/audit observations highlighted in the previous Audit Committee presentations.

Internal Audit function plays a key role in providing to both the management and to the audit committee of the board, 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. Internal audit also assesses opportunities for improvement in business processes, systems and controls and provides recommendations designed to add value to the operations.

The Company has adequate internal controls in place across various business units and functions, which improves the efficiency, management effectiveness and safeguards assets of the organisation. The internal control is implemented through following initiatives:

Accurate and timely recording of transactions with multi-layered system of checks and balances

Implementation of ERP enabling real time data access

Implementation of accounting policies in line with prescribed standards

Periodic reviews of long-term plans and annual budgets Constant monitoring of processes and routine audits

Internal Controls over Financial Reporting:

The Company has developed and implemented a Risk & Control Framework to ensure internal controls over financial reporting. This framework includes testing & monitoring over entity level controls, process level controls & IT general controls. The entity level controls includes testing & monitoring compliance to policies like code of conduct, conflict of interest, whistle blower policy, Organization structure, Insider trading policy, HR policy & IT security policy. The process level controls includes risk control matrix for monitoring key business processes (like order to cash, procure to pay, financial closure process, treasury management, hire to retire, taxation, etc.)

On a periodic basis testing of entity level, process level controls & IT general controls is carried out and status of testing of controls is presented to the Audit Committee. During the year, all the controls were tested and no key reportable weaknesses in design and effectiveness was observed. The Company strives to ensure robust internal controls over financial reporting.

RISK MANAGEMENT FRAMEWORK

The Company has robust governance structure and risk management framework to identify and manage business risks in a proactive manner and at the same time enables the management to take advantage of any business opportunity arising.

Pursuant to Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a Risk Management Committee is appointed consisting of three Executive / Promoter Directors of the Company. The Committee gets regular inputs from Senior Executives engaged in different functions and thereafter various risks are identified and mitigating plans are developed to resolve the same. If any identified risk is likely to have significant impact on the Company's operations, the Committee provides for support to the relevant executives and develops a detailed mitigation plan to overcome adverse effects of such risk. There is continuous monitoring by the Committee to ensure that the mitigation plans are effectively met in case such risks arises.

Some of the key Business Risks and their mitigation plans were discussed in the Board reports of earlier years. They are:-

i) Industry Risks

ii) R&D Risks

iii) Currency Fluctuation Risks

iv) Liquidity Risks

v) HR Risks

vi) Reputation Risks

Some of the other significant business risks identified and their mitigation plans are as under-

i) Input Availability Risks - Of late China which is a key supplier of some of the essential inputs for the Company curtailed production and supply of the same in the international market due to environment concerns. This affected the production plan of the Company for some of its products. Efficient running of the plants require timely availability of various inputs. The Company however saw this as a great business opportunity and set up its own manufacturing plants to ensure regular supply of all inputs and thereby earning higher margins for its products. The Company has now achieved higher level of backward integration for its operations and is less dependent on outside supply. To further mitigate this risk the Company also identified and developed more than one alternative reliable sources of supply for such inputs. The Company does not expect this risk to be a major concern for its smooth operations.

ii) Acquisition Risk - Recently the Company has acquired, through its Mauritius subsidiary, Arysta LifeScience. The cost of acquisition of the same was US$ 4.2 billion. The Company has borrowed US$ 3 billion from a syndicate of banks and this has resulted into high gearing. Apart from the finance related risks, integration of two cultures and the working systems of staff of both the companies need to be aligned, otherwise this may lead to chaos and mis-management and loss of business and reputation. However, the Company considers this acquisition to be a great opportunity and a quantum leap of its business. Restructuring of the two entities will substantially reduce the administrative costs and the manpower cost. The combined turnover will increase manifold with improved margins. The Company has negotiated the terms of the borrowings such that it does not have to face any liquidity problem and enough cash generation will be available at the time of repayment of loan. To mitigate the risk of two different cultures and working systems of employees, the Company has set up a special integration team. In the past the Company has made many international acquisitions very successfully and the acquired companies have blended very well in the main stream. The CEO of the Group is personally involved to keep track of the integration activities. The Company does not expect this risk to be serious, in fact, with this acquisition the Company will be in the top five global crop protection product companies in the world.

iii) Cyber Security Risks- In today's world there is more and more reliance on IT systems. The Company's operations are spread out across the globe and are well connected with widespread use of internet. All communication equipment's such as mobiles, laptops, tablets etc. are widely used in all functions of the Company. Due to this, there are constant security threats to the data and possibility of misuse. Such cyber-attacks will result in loss of confidential data and also result in loss of business as well as reputation of the Company. To counter these risks, it is important to take suitable preventive measures to ensure data security at all times. The Company's IT systems are fully geared to meet the threat of any such attacks. Adequate control measures are also taken to ensure data security by continuous monitoring of data, security systems, limiting access to only necessary persons, event monitoring etc. Strong firewalls are in place and disaster recovery systems are established along with layers of security controls across locations in the system.

The Government has also responded to such threats by introducing legislation relating to cyber security. The Directors are made responsible for ensuring data security of the Company and taking adequate steps to ensure cyber security. The Company has also been vigilant against possible cyber-attacks and has taken preventive remedial measures to counter such attacks. The Risk Management Committee of the Board is appraised of steps taken to mitigate cyber security risks. Even though there have been many cyber threats all over the world such as Ransomware and other hacking threats, the Company is not impacted by the same because of strong data security measures taken.

SUBSIDIARY COMPANIES /ASSOCIATE COMPANIES

The Company has a large number of subsidiary companies and associates, spread all across the globe.

Crop protection product companies need registrations to enable them to sell their products in different countries in the world. These registrations are granted by local government body of each country to a local entity established in that country. For example, in India, Central Insecticide Board gives such registration to Indian Companies. In each country there are similar government authorities granting registration to the local companies for sale of agrochemicals. Further such registrations are mandatorily required for sale of each agrochemical for each pack size and technical content. Thus for same agrochemicals, multiple registrations will be required for different technical content and difference pack size.

The Company has a very large portfolio of various agrochemicals. To expand its market reach and explore various geographies beyond the national frontiers, it has established a large number of subsidiary companies in different countries of the world. This will enable the Company to supply and market its products to such countries. Till last year the Company had approximately 80 overseas subsidiary and associate companies, apart from a few Indian subsidiaries. With the acquisition of Arysta LifeScience the number has gone up to more than 200 overseas subsidiary and associate companies. Some of these subsidiaries may not be relevant and the Company has undertaken restructuring exercise to wind up companies that are dormant or where there are more than adequate number of subsidiary companies in a country. This restructuring exercise when completed will result in significant cost reduction, apart from having better administrative and financial control and avoidance of duplication of efforts and at the same time catering to larger number of customers with more inclusive crop protection solutions.

The details of essential parameters of each such subsidiary / associate company like share capital, assets, liabilities, turnover, profits before and after tax are given separately in the report and members can refer to the same.

Most of these overseas subsidiaries and associate companies are marketing arms and their main activity is confined to marketing by servicing their local market with 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.

There are a few companies whose activities are not confined to marketing / investment. Some of the companies are engaged in manufacturing or formulation or seeds or other products. They are:-

1. United Phosphorus (India) LLP ,India

2. Optima Farm Solutions Limited ,India

3. UPL Europe Limited ,U.K.

4. Cerexagri BY Netherlands

5. Cerexagri S.A.S.,France

6. United Phosphorus Inc. ,USA

7. Upl do Brasil Industria e Comercio de Insumos Agropecuarios S.A.,Brazil

8. UPL Argentina S A Argentina

9. UPL Colombia SAS,Colombia

10. UPL Vietnam Co. Limited ,Vietnam

11. Arysta LifeScience India Limited ,India

12. Arysta LifeScience South Africa (Pty) Ltd ,South Africa

13. Arysta LifeScience S.A.S.,France

14. Arysta LifeScience Ougree Production Sprl,Belgium

15. Wyjolab S.A.,France

16. Natural Plant Protection S.A.S.,France

17. Laboratoires Goemar SAS ,France

18. Arysta LifeScience Korea Ltd.,Korea

19. Arysta LifeScience Vietnam Co., Ltd. ,Vietnam

20. Callivoire SGFD S.A. ,COTE D'lVOIRE

21. UPL Agricultural Solutions Italy Srl ,Italy

22. Arysta LifeScience do Brasil Industria Quimica e Agropecuaria SA,Brazil

23. Grupo Bioquimico Mexicano, S.A. de C.V ,Mexico

24. Arysta LifeScience Colombia S.A.S Colombia

25. Arysta LifeScience Mexico, S.A. de C.V.,Mexico

During the year Arysta LifeScience was acquired by the Company at its Mauritius subsidiary level. Apart from this, some of the companies which became or ceased to be subsidiaries are as under:

a) New Subsidiaries:

Decco Gida Tanm ve Zirai Urunler San. Tic A.S.

b) Cessations of Subsidiaries -

a. Blue Star BV (merged)

b. DVA Technology Argentina SA(Liquidated).

MATERIAL SUBSIDIARY

The Company has one unlisted material subsidiary as per the parameters laid down by the Companies Act, 2013, namely, UPL Corporation Limited in Mauritius.

The said subsidiary does trading business and also holds investments for the group. The Turnover is Rs 1,692 Cr and the Profit before tax is Rs 393 Cr. The said subsidiary has not sold, disposed off or leased assets of more than 20% of its assets during the current year.

Pursuant to Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Hardeep Singh, an Independent Director of the Company has been appointed as a Director on the Board of UPL Corporation Limited.

RELATED PARTY TRANSACTIONS

All Related Party Transactions 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 with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The same can be accessed on https://www.upl-ltd.com/ policies-compliances-announcements.

INSURANCE

All the properties and operations of the Company 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.

AUDITORS:

a) Statutory Auditors

At the 33rd Annual General Meeting of the Company held on 8th July, 2017, the Members of the Company have approved the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 (five) years from the Company's financial year 2017-18, to hold office from the conclusion of 33rd Annual General Meeting of the Company.

The report of the Statutory Auditors along with the Notes to Schedules forms part of the Annual Report and contains an Unmodified Opinion without any qualification, reservation or adverse remark.

b) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost account records maintained by the Company are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs RA & Co., Cost Accountants to audit the cost accounts of the Company for the financial year 2019-20 on a remuneration of Rs 8.00 lakhs. The Cost Auditors have submitted a certificate of their eligibility for such appointment. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs RA & Co., Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting. For the year 2018-19, the due date for filing the Cost Audit Report is 27th September, 2019 and the same will be filed in due course. The Cost Audit Report for the year 2017-18 was filed on 24th August, 2018.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed Messrs N.L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 3".

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013.

DEPOSITORY SYSTEM

99.03% of the total paid-up equity shares of the Company are dematerialised as on 31st March, 2019.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Jaidev Rajnikant Shroff (DIN: 00191050) Director of the Company, retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

The earlier appointments of Mr. Pradeep Goyal (DIN: 00008370) and Dr. Reena Ramachandran (DIN: 00212371), the Independent Directors of the Company expire on the conclusion of forthcoming 35th Annual General Meeting of the members of the Company to be held on Wednesday, 28th August, 2019. The Board of Directors has re-appointed Mr. Pradeep Goyal (DIN: 00008370) and Dr. Reena Ramachandran (DIN: 00212371), Independent Directors for further period of 5 (five) years, with effect from 28th August, 2019, subject to the approval of the Members by Special Resolution and upon the terms and conditions as set out in the notice convening the 35th Annual General Meeting of the Company.

The Company has received notices in writing from members along with the deposit of requisite amount under Section 160 of the Companies Act, 203 proposing the candidature of these Directors for the office of Directors of the Company.

The special resolutions seeking approval of the Members of the Company for the re-appointment of Mr. Pradeep Goyal (DIN: 00008370) and Dr. Reena Ramachandran (DIN: 00212371) have been incorporated in the notice of the 35th Annual General Meeting of the Company along with brief details about them.

The information of Directors seeking re-appointment as required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the notice convening the 35th Annual General Meeting of the Company.

All the independent directors have given declaration that they meet the criteria of independence laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year Mr. Kalyan Mohan Banerjee has resigned from the Board of Directors of the Company with effect from 1st August, 2018.

The earlier appointment of Mr. Vinod Rajindranath Sethi (DIN: 00106598), the Independent Director of the Company expires on the conclusion of forthcoming 35th Annual General Meeting of the members of the Company to be held on Wednesday, 28th August, 2019. Mr. Sethi has expressed his unwillingness to seek fresh re-appointment for further period.

The Board takes this opportunity to place on record its deep sense of appreciation for the support and invaluable contribution made by Mr. Kalyan Mohan Banerjee and Mr. Vinod Rajindranath Sethi during their tenure as Directors of the Company.

EVALUATION OF THE BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and Regulations 17(10) and 25(4)(a) of the Listing Regulations, the evaluation process for performance of the Board, various Committees and Directors was carried out. Structured questionnaire was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board functioning, Board culture, duties, responsibilities and performance by Individual Directors, their adherence to the Code of Conduct, reliability and timeliness of flow of information, independence of judgement etc.

Evaluation of Independent Directors was carried out by taking into account various parameters such as Directors contribution, attendance, expertise, knowledge of the subject, decision making capability and other related factors.

The meeting of Independent Directors was held on 31st January 2019 and at the said meeting the performance of evaluation of all the Directors of the Company including the Chairman was reviewed. The Independent Directors were fully satisfied with the performance of the Board, various committees, other Directors and Senior Management of the Company for running it in a highly professional manner. They also appreciated the knowledge and expertise of the Chairman and his exemplary leadership qualities which demonstrate positive attributes in following the highest standards of Corporate values and culture of the Company.

REMUNERATION POLICY:

The Remuneration Policy has been disseminated on the Company's website at the link https://www.upl-ltd.com/ policies-compliances-announcements

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Pursuant to the SEBI Regulations, the familiarization program for the Independent Directors is worked out, with respect to their roles and responsibilities, nature of the industry in which the Company operates, its business model, risks and opportunities of the Company, etc. The Program is aligned with the requirements under the Act and other related regulations.

Under this familiarization program the Independent Directors are informed about the business plans and operations, the corporate philosophy and the vision and mission of the Company. They are taken through various financial parameters, control mechanism, budgeting system, adherence to compliances and other important matters. At the time of the appointment of Independent Directors the formal letter of appointment is issued to each of them giving details of their duties and responsibilities in the Company. During their tenure as Independent Directors, they are appraised of various policies of the Company such as CSR, Plant Safety, HR, Succession Policy for Directors and Senior Management. As the Company has worldwide operations, they are also updated with various strategic initiatives in the matters of operations of the Company. Factory visits of various plants in India and abroad are arranged and the safety measures taken by the Company at various plants to protect the personnel, property and environment are informed in detail to them. To update their knowledge in line with the latest changes in legislation and business practices, eminent faculty members are invited by the Company to address them.

Details of familiarization program of Independent Directors with the Company are available on the website of the Company https://www.upl-ltd.com/policies-compliances-announcements.

HUMAN RESOURCES:

As on 31st March, 2019, the Company has 4,703 employees in India, and 11,411 employees globally.

The Company continuously strives to be the best globally. The Company believes that the core foundation of this vision is the people. The HR strategy is committed to creating an engaging workforce and an inspirational leadership that continuously powers this vision. With a welcome addition of 3,400 new associates, the Company has undertaken a comprehensive exercise to reinvent its HR systems to respond to this complexity with greater strength.

Powering the New Organisation with a New Purpose With the Arysta acquisition, the Company became globally the number one organisation in the post-patent space. It has a stronger portfolio, wider geographical reach and an employee base that went up more than 50%. A stronger organisation evolved a new purpose that energises all its associates around a new identity.

OpenAg- No limits, No Borders.

The concept enabled the Company as an open organisation which is committed to sustainable agriculture globally. It is anchored around openness - Open Hearts, Open Collaboration, Open Intelligence, Open Access and Open Innovation. The concept of openness to new ideas, new concepts, looking beyond the horizons, opennessto diversity and inclusion of new associates rallied the Company's associates around this purpose. It played a key role in re-aligning their identity in the transformed Company.

The work on defining the new values, corresponding behaviors and the new culture has already progressed well. This comprises of:

a) Building the Post-Acquisition Organisation Structure

The Company has built a newer organisation structure for a $5 billion enterprise staffed with the right level of competent professionals. Timely planning and good stakeholder involvement were key to the success of this organisational change.

b) Creating a Consistent Employee Experience: Launching my UPL

An employee's way of life is defined by the organizational processes and systems. These are then translated into workflows. The Company is known for consistently improving the quality of employee experience through out his service span . This takes place through the HR ERP systems. The Company is going ahead with the implementation of "myUPL"- a one stop employee self-service and transaction portal on the Success Factors platform. This is a great initiative in connecting employees across borders. The consistency in employee experience will make the integration process much more effective.

c) Creating a High Performance Work System

The integrated organization has made newer and bolder commitments to all stakeholders.To fulfill the same goal setting modules are rolled out on myUPL. It focuses on key goals and completely does away with routine activities. All employees are expected to focus on the high-impact goals. To support the same, the goal library of Success Factors and the goal cascade functionality is deployed.

d) Harnessing People Synergy in the new Organization

As part of building the new integrated organisation, all role overlaps, and role redundancies were identified. This ensures exploring opportunities to deploy new talent in newly devised roles.

Way Forward

a) Cascading new values and behaviors

The Company's integration plans revolve around how the Company merges two different cultures effectively. The Company formulated the best values and purpose to come up with a new brand for Company's integrated organization. For this the Company has scheduled top team effectiveness programs to contextualize the values and behaviors of various business functions.

b) Cultural baselining

The Company understands the complexity of the cultural differences and the challenges that it might pose during integration. Towards this, the Company has operationalised concepts that will make the transition easier powered by a dynamic strategy that anchors on culture, and integration. The Company's efforts will help

bring the people together and make them feel more integrated in the Company so that they move in a positive direction. The Company will provide the people trainings and career guidance that they may need.

c) Building internal talent for leadership succession

As the HR processes for managing transition fall in place, there would be a focus on refining the competency framework for the new organisation. That would provide a starting point for initiating talent assessment and using that as an input, to build succession pipeline for key leadership roles.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexures 4 and 5 hereunder and forms part of this Report.

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 sections 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure 6 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, the directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That such accounting policies as mentioned in Note 2.1 of 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 31st March, 2019 and of the profit of the Company for the year ended on that date.

c) That 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

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report, in pursuance of requirement of para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussions and Analysis Report forms part of this Report. Auditor's certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

Dealing with securities which have remained unclaimed

Members are hereby informed that as per Regulation 39(4) read with Schedule VI of the SEBI Regulations, the Company is in the process of sending reminders to those Members whose share certificates have remained unclaimed, to contact the Company immediately in the matter. The Registrar and Transfer Agent M/s Link Intime India Pvt. Ltd. is in the process of compiling the data for unclaimed shares. The Company, now after following the prescribed procedure will dematerialize unclaimed shares which are retained with the Company. These shares would be held by the Company on behalf of the holders of such shares in an "Unclaimed Suspense Account" to be opened with a depository. At the end of seven years, hereof, these shares shall be transferred by the Company to the IEPF. Dividends remaining unclaimed in respect of such shares shall also be held in a separate suspense account and would likewise be transferred to IEPF at the end of seven years.

Members may note that the lawful claimant in respect of these shares / dividend will be able to claim such shares dividend from the Company till such time they remain in the unclaimed suspense account as aforesaid.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors 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.

BUSINESS RESPONSIBILITY REPORTING

A separate section of Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial statements are prepared for the year 2018-19 in compliance with the provisions of the Companies Act, applicable Accounting Standards and as prescribed under the SEBI regulations. The consolidated statements are prepared on the basis of audited financial statements of the Company, its subsidiaries, associates and joint ventures. These consolidated financial statements along with the Auditors Report thereon form part of the Company's Annual Report. They are also put up on the website of the Company https://www.upl-ltd.com/ policies-compliances-announcements.

COPY OF THE ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 a copy of Annual Return has been placed on the website of the Company and the web link of such Annual Return is https:// www.upl-ltd.com/ policies-compliances-announcements

LISTING OF THE COMPANY'S EQUITY SHARES

The equity shares of the Company are listed on the BSE Ltd. and National Stock Exchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT:

The Directors are thankful to all the stakeholders and various government agencies and ministries for their continued support.

CAUTIONARY STATEMENT:

Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

Mumbai

On behalf of the Board of Directors

17th May 2019

Registered Office:

3-11,G.I.D.C.,Vapi

Rajnikant Devidas Shroff

Dist. Valsad, Gujarat

Chairman & Managing Director

Pin: 396195

(DIN: 00180810)

ANNEXURE 1 TO DIRECTOR'S REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

CSR policy and projects or programs.

1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the

CSR Policy is stated herein below.

Weblink: http://www.upl-ltd.com/csrpolicy.pdf

2. The Composition of the CSR Committee.

Mrs. Sandra R. Shroff (Chairman)

Mr. Pradeep Goyal (Independent Director)

Mr. Vikram R. Shroff (Director)

3. Average net profit of the Company for last three financial years

Average Net Profit: Rs 239.81 Crores

4. Prescribed CSR Expenditure (two per cent, of the amount as in item 3 above)

The Company is required to spend Rs 4.80 crores towards CSR

5. Details of CSR spent during the financial year.

(a) Total amount spent for the financial year;

Rs 18.08 Crores

(b) Amount unspent, if any;

Nil

(c) Manner in which the amount spent during the financial year is detailed below.

1

2

3

4

5

6

7

8

Sr No.

CSR project/activity identified

Sector in which the project is covered

Projects/Programmes

Amount outlay (budget) project/ programme wise

Amount spent on the programme/project

Cumulative spend upto the reporting period

Amount spent Direct or through implementing agency*

Schedule

Discription

1. Local areas/others

2. Specify the state/district

1. Direct Expenses

2.Over heads

1

Smt. Sandraben Shroff Gnyan Dham School (SSSGDS), a Co-educational school establiched in year 1972, affiliated to CBSE syllabus for community in industrial town of Vapi. https://www.srsgnyandham.org/

Category (ii)

Promotion of Education

AT & P- Vapi 396195

District -Valsad, Gujarat

50,00,000

50,00,000

50,00,000

GNYAN DHAM VAPI CHARITABLE TRUST

2

Eklavya Model Residential Schools (EMRS) under PPP to provide quality education to meritorious tribal children.

Category (ii)

Promotion of Education

At & P - Ahwa

District - Dangs, Gujarat

50,00,000

50,00,000

50,00,000

GNYAN DHAM VAPI CHARITABLE TRUST

3

Shroff S. R. Rotary Institute of Chemical Technology (SRICT) an

institution specializing in chemical technology to provide the specific needs of the Chemical Industry in Gujarat.

Category (ii)

Promotion of Education

At & P-Vataria 393135

Tal-Valia

District -Bharuch, Gujarat

4,00,00,000

4,93,60,538

4,93,60,538

Ankleshwar Rotary Education Society

4

Sandra Shroff Rofel College of Nursing stands with the desire to nurture up the minds of their students that can be a reason for a smile on the millions they had and will come in contact with in their academics, clinical and community area.

Category (ii)

Promotion of Education

AT & P- Vapi 396195

District -Valsad, Gujarat

4,00,00,000

7,00,00,000

7,00,00,000

GNYAN DHAM VAPI CHARITABLE TRUST

5

UPL Pragati to create sustainable livelihood with a sharper focus on farming community unskilled youth and women to improve the quality of life in the long term. The Strategy envisaged for operationalizing under UPL Pragati for the sustainable livelihood has three pillars, viz

Skill, Entrepreneurship and Agriculture

Category (i), (ii), (iii), (vi), (vii), (x)

(i) eradicating extreme hunger and poverty;

(ii) promotion of education;

(iii) promoting gender equality and empowering women;

(vi) ensuring environmental sustainability;

(vii) employment enhancing vocational skills;

(x) Rural Development/ Slum Development

AT & P- Vapi

AT & P-Ankelshwar& Jhagadia

Villages in Dang

District -Valsad

District -Bharuch, Gujarat

District - Dangs, Gujarat

5,10,91,486

1,40,00,000

--

1,40,00,000

S. R. Shroff Aajivika Trust (SRSAT)

6.

UPL Vasudha : Environment conservation and responsible actions towards nature go a long way in making nature an alternate source of livelihood for the local population, who have close economic and cultural links with nature. The UPL Vasudha aims at improving the quality of life of the natural habitat in the region through information dissemination, increased awareness and focused efforts to preserve and protect the same. The intitiatives under UPL Vasudha are

Category (ii), (vii)

(ii) promotion of education;

"AT & P- Vapi

AT & P-Ankelshwar & Jhagadia

AT & P - Dahej

Villages Kheda & Vadodara Dist"

"District -Valsad

District -Bharuch, Gujarat

District - Dangs, Gujarat"

S. R. Shroff Aajivika Trust (SRSAT)

1 ) UPL Sarus Conservation

2) UPL Social Forestry & Mangrove Plantation

3) UPL Eco-Clubs 4) UPL Green Ganesha

7

LOCAL AREA NEED - Development Support to community around UPL location. Focused initiatives are

Category (i), (ii), (iii), (vi), (vii), (x)

(i) eradicating extreme hunger and poverty;

(ii) promotion of education;

AT & P- Vapi

AT & P-Ankelshwar &

District -Valsad

District -

3,00,00,000

1,17,38,829

1,17,38,829

"Direct by Company

Also with local

1) UPL Sura ksha 2) UPL School Sanitation 3)UPL Unnati 4) VIA70

and support like School bag and book provisioning, Infrastructure support, Medical Support etc to surrounding community."

(iii) promoting gender equality and empowering women;

(x) Rural Development/ Slum Development

Jhagadia

AT & P -Mumbai

Bharuch, Gujarat

NGO's working in area as mentioned in column 2"

8.

NATIONAL NEED - Development Support for National cause and to organisation like

• Global Parli Project • Friends of Tribal Society

• Veermata jijabai Technological Institute

• Save the Children India

• Kamaraj Children Education Trust

• Rohini Education Society

• Mahatma Gandhi Vidyalay, MANCHAR

• Prayas Society

• Swami Vivekanand Education Trust

Category (i), (ii), (iii), (vi), (vii), (x)

(i) eradicating extreme hunger and poverty;

(ii) promotion of education;

(iii) promoting gender equality and empowering women;

(vi) ensuring environmental sustainability;

(vii) employment enhancing vocational skills;

(x) Rural Development/ Slum Development

6,14,50,000

2,56,51,000

2,56,51,000

Through NGO's mentioned in column 2

CSR Policy

We, UPL Limited and our subsidiaries (together constituting the UPL Group), take initiative to contribute to harmonious and sustainable development of the society through all our business activities that we carry out in various countries across the globe. We recognize that business enterprises are economic organs of society that draw on various societal resources for its functioning and growth, It is our core belief therefore that a company's performance must be measured not only by its bottom line but also with respect to the social contributions made by the Company while achieving its financial goals.

A. CSR Vision

To be a catalyst for a more equitable and inclusive society by supporting long term sustainable transformation and social integration.

B. CSR Mission

We will achieve our vision by

• Implementing need based projects through participatory approach.

• Focusing on building capacity to make community Self-Reliance

• Developing partnership.

• Transferring knowledge

C. CSR Values

The values that will govern to achiev our vision are

• Care

• Excellence and

• Sustainability

D. CSR focus areas

Our CSR initiative is called as UPL Pragati which means PROGRESS and is in line with our stated Vision. Our CSR activities will focus not just around our Factory and offices, but also in other geographies based on the needs of the communities. The Six CSR focus areas for community to progress are:

1. Education and Empowerment

Education is a basic human right pivotal to personal and societal development and so is an integral part of our CSR work. Under education we will work and support promotion of education, including primary education, higher education and employment oriented course especially among women, elderly, and the differently abled.

2. Employability and Entrepreneurship

A major factor contributing to rural youth underemployment is skills mismatch with huge skills deficit in limited job growth and expansion. We will work on enhancing vocation skills especially among youths, women, and the differently abled. We will also work on livelihood enhancement projects through Self Help

Group and Entrepreneurship development Programme with women and economically backward groups.

3. Agriculture Development

Agriculture in India is both, a source of livelihood and food security for a vast majority of vulnerable sections of society. A higher priority to agriculture will be given under livelihood enhancement rural development projects so as to achieve the goals of reducing poverty and malnutrition as well as of inclusive growth. We will adopt a framework of UPL KhedutPragati Programme for our Agriculture development intervention and will work on farmers Capacity building, Lab to land and Technology intervention. Under Nature conservation we will work on UPL Vasudha Project by nurturing and strengthening Eco and Environment club in schools, Tree Plantation, Species conservation, Soil & Water Conservation etc. Our Environment and Nature conservation activities will lead to environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

4. Health and Sanitation

We will work on providing better healthcare facilities by partially funding and running hospital, health projects, public health programmes, Health awareness programmes, health check-up programme, Blood donation programme, provision of medicine & treatment facilities, program for preventing diseases and building immunity etc

We will also work on aspects of water, sanitation and hygiene because of which the health and financial burden on poor people is high. We will work on awareness programme, construction of toilet in schools and construction of toilet for general needy community.

5. National / Local area need

We will work on specific local area needs around our Factory locations.

We will respond to national need, which also include relief or rebuild which can arise from natural calamities.

E. CSR Implementation

In accordance with sub-section (1) of section 135 of the Companies Act 2013, UPL has set up a CSR committee to advise on the Company's CSR policy, and monitor the CSR activities of UPL Limited. All projects are identified as per needs of community.

F. CSR Resource contribution

Minimum 2% of the average of net profit made by the Company during immediately preceding three financial years as per Companies Act 2013.

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

UPL Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by UPL Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

(1) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(2) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the Rules made thereunder;

(3) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

(4) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment;

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008,

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

e) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015.

6) Other Laws applicable to the Company;

a) Narcotic Drugs and Psychotropic Substances Act, 1985

b) The Insecticides Act,1968

c) Factories Act, 1948 and Rules made thereunder

d) Explosives Act, 1889 - Gas Cylinder Rules, 1981

e) Petroleum Act, 1934, Rules, 1976

f) Industrial Employment (Standing Orders)Act, 1946 & Rules 1957

g) Payment of Bonus Act 1965, & Rules, 1965 h) Maternity Benefit Act 1961 & Rules

i) Employees Compensation Act, 1923 & Rules,

j) Minimum Wages Act, 1948, M.W(C) Rules, 1950

k) Child Labour (P&R) Act 1986 & Rules.

I) Air(Prevention and Control of Pollution) Act 1981

m) Water(Prevention and Control of Pollution) Act 1974

n) The Noise (Regulation and Control) Rules 2000

o) Ozone Depleting Substances (Regulation & Control) Rules 2000

p) The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules 1996

q) Payment of Wages Act 1936

r) Employees State Insurance Act 1948 and Rules and Regulations

s) Employees PF & Miscellaneous Provisions Act 1952 &Employees Pension Scheme 1952

t) Employees PF & Miscellaneous Provisions Act 1952 &Employees Provident Fund Scheme 1952

u) Contract Labour (Regulation & Abolition) Act 1970 v) Legal Metrology Act, 2009

w) Industrial Disputes Act, 1947 and Rules made thereunder

x) Indian Contract Act, 1872

y) Environment Protection Act, 1986 and other environmental laws

z) Payment of Gratuity Act, 1972

aa) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

bb) The States Shops and Establishments Act.

cc) Apprentice Act 1961 and Rules made thereunder

dd) The Employees Deposit Linked Insurance Scheme 1976.

ee) The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959 and Rules made thereunder

ff) The Equal Remuneration Act 1976 and Rules made thereunder

gg) The Food Safety and Standard Act, 2006 & The Food Safety and Standard Rules, 2011

hh) The prevention of Food Adulteration Act, 1954 and the Rules made thereunder

ii) The Bio-Medical Waste Management & The Handling rules, 1998

jj) The Bureau of Indian Standards Act, 1986 and the Rules and Regulations made thereunder

kk) The Chemical weapon convention Act 2000, and the Rules made thereunder

II) The Explosive Act 1884 and the Static and Mobile Pressure Vessels (Unfired) Rules 1981

mm) The Indian Standard code of Practice for selection, Installation and Maintenance of Portable First Aid Fire Extinguishers

nn) The Electricity Act 2003 and the Indian Electricity Rules 1956

oo) The Indian Boilers Act, 1923 & The Indian Boilers Regulations 1950

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes. All the decisions have been taken unanimously and no dissent recorded.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For M/s N L Bhatia & Associates

Practicing Company Secretaries

UIN: P1996MH055800

N. L. Bhatia

Managing Partner

Date: 17th May, 2019

FCS: 1176

Place: Mumbai

CP. No. 422

To,

The Members

UPL Limited

Our report of even date is to be read along with this letter.

(1) Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

(2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

(3) We have not verified the correctness and appropriate of financial records and Books of Accounts of the Company.

(4) Wherever required we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

(5) The compliance of the provisions of Corporate and Other Applicable Laws, Rules, Regulations, Standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.

(6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For N. L. Bhatia & Associates

Practising Company Secretaries

DIN: P1996MH055800

N. L. Bhatia

Managing Partner

Date: 17th May, 2019

PCS: 1176

Place: Mumbai

CP. No. 422

Disclosure required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies

(Appoinment and Remuneration of Manegerial Personnel) rules, 2014.

Forming part of the Directors' Report for the year ended 31st March, 2019.

1

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

1020953 R D Shorff 1020957 Arun Ashar

181x 46x

2

The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretory or Manager, if any, in the financial year

1020953 R.D. Shroff 1020957 Arun Ashar 1000007 M. B. Trivedi 1203524 Anand Vora

13% 10% 5% 10%

3

The percentage increase in the median remuneration of employees in the financial year

8%

4

The number of permanent employees on the rolls of company

4703

5

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average percentile increased in salaries other than Key Managerial personnel in the last financial year Percentile increase in the Managerial remuneration

2% 3%

6

The ratio of the remuneration of the highest paid director to that of the employee who are not directors but receive remuneration in excess of the highest paid director during the year

N/A

7

Affirmation that the remuneration is as per the remuneration policy of the Company

Yes

ANNEXURE 4 TO DIRECTOR'S REPORT

Statement pursuant to section 197(12) of the companies act, 2013 read with the companies

(Appoinment and remuneration of manegerial personnel) rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2019.

Sr. No.

Name

Designation

Remuneration

Qualification

Date of Joining

Age

Last Employement

1

R D Shroff

Chairman & Managing Director

130809859

B.Sc.

29/05/1969

85

Nil

2

Ajit Premnath

COO & Global Business Head -Crop Protection

35183764

M.Sc., MBA (Marketing)

01/08/2015

61

UPL Europ Ltd.

3

Farokh N Hilloo

Global Sales Director

28530819

B.A, Diploma in Import Export Management

08/07/1991

57

Indian Commercial Company Ltd.

4

Vidya Sagar Kaushik

President - Corporate Affairs and Industry Relations

29694574

B.Sc, PGDM

01/04/2011

66

Bayer Ag.

5

K R Srivastava

CEO - Specialty Chemicals

32082720

B.Chem., PGDBMA (IIM), DSM

20/07/1999

61

Pharmaceutical Products of India Ltd.

6

Anand Kantilal Vora

Chief Financial Officer

37573161

B. Com, CA

05/08/2013

54

Bunge India

7

Ashutosh Kumar Awasthi

Chief Executive Officer

17934680

B. Tech., MBA

11/06/2008

50

Piramal Glass Ltd.

8

Arun Ashar

Director- Finance

31424564

B. Com., ACA

01/07/1994

70

Excel Industries Ltd.

9

Rohit Kumar

Director- Legal

23550618

LLB

01/07/2010

40

Freehills

10

Kishore Gurbux Chandiramani

Director - Global Institutional Business

18960560

B.Sc, MMM

01/04/2014

55

Gharda Chemicals Limited

11

Janakiraman Rajaraman

Director- Global Procurement

17622212

BE, MBA

01/07/2014

52

Heinz India

12

Sameer Tandon

Regional Director- India

21351900

BE.

01/12/2016

49

Orient Electric limited

13

Nitin Achyut Kolhatkar

Vice President- Finance

20589398

M.Com, ICWA

11/10/2011

55

Arshiya Ind. Ltd.

14

Raj Kumar Tiwari

Global Director - Supply Chain & Manufacturing

20501855

B.Tech., PGDM

06/09/2011

48

CEAT Tyres

15

A Balaji

Chief Information Officer

14999816

B.Com, A.C.A

25/03/2015

51

Piramal Enterprise Ltd

16

Swapnil Onkar Ganvir

Executive Pilot

12447328

B.Com

15/06/2012

41

Air India Express

17

Prashant B Belgamwar

Business Director - South Asia, Advanta

14579459

B.Sc. M.Sc.

09/09/2016

54

Syngenta India Limited

18

Mahesh Vijay Wataney

Director - Industrial Chemical Business

11212569

BE. MMS

04/03/2013

50

Kansai Newtac

19

Sunil Raghunath Potale*

Vice President - Specialty Chemicals

14174612

11/02/1999

59

20

P.Suresh Reddy *

Business Head

14311741

B.Sc. M.Sc. Agriculture

1 5/07/2003

53

Fmc India Pvt. Ltd

21

Sandeep Chowdhury *

Senior General Manager -Legal

10963670

MBA /B.Tech/ Diploma

01/04/2017

44

ADVANTA SEEDS DMCC

22

M B Trivedi

Company Secretary

10279288

CA, CS

17/07/1978

66

S. V Ghatalia & Co.

23

Rahul RJadhav

Sr. General Manager -Accounts

10747668

M.COM

01/09/1992

50

Bayer Inida Ltd

24

S Balasubramanian

Director - Environment Business

20562770

M.SC

01/12/1994

54

M/S.Jeena & Co

25

Amul M Desai

Director - Manufacturing

10221514

20/03/1990

59

26

K M Banerjee

Executive Director

10992555

B.Tech

01/07/1977

76

27

Ashish Dobhal

Senior General Manager -Global Sales Operations

10355836

M.Sc

04/03/2003

43

28

Shyam Sunder Periwal

Vice President - Internal Audit

10321194

CS

08/03/2004

51

Otis Elavator Co (I)

29

D Melwyn Moses

Director - Manufacturing

10012349

BE Mechanical Engineering

15/10/2004

47

Merisant l.P. Ltd

30

Subhat Kumarjindal

Senior General Manager -Manufacturing

11865788

BE Chemical Engineering

02/06/201 5

51

Lanxess India Pvt/ Ltd

31

Shrenik Mehta

Global Portfolio Lead -Fungicides

11310907

Post Graduation Finance

18/04/2016

43

DCM Shriram

32

Mritunjay Chaubey

Vice President- Environment

10253602

BE/Ph.D.

01/07/2016

47

Unilever

33

Parasu Veera Uppara

Head - Technology & Business Development, Specialty Chemicals

10433916

BTECH/MTECH/PHD

22/08/2016

46

Reliance Industries Ltd.

34

Vishal Sodha

Global Head- IPR

11438535

BSC/MSC/PHD/LLB

09/09/2016

42

Apotex Pharmachem India Pvt. Ltd.

35

Maneesh Bhalla

Head - Projects

13204887

BE/MFM

17/11/2016

51

Reliance Industries Limited

36

Sanjay Singh

Global Chief Human Resource Officer

11017171

MBA

05/09/2018

50

CG POWER AND INDUSTRIAL SOLUTIONS LIMITED

Note:

1) Gross remuneration shown above is subject to tax and comprises salary, allowances, commission, incentives, monetary value of perquisites, company's contribution to provident fund and superannuation fund.

In addtion to the above, employees are also entitled to gratuity, medical benefits etc. in accordance with Company's rules.

2) None of the above employee, along with the spouse and dependant children hold more than 2% of the equity shares of the Company.

3) Mr. R. D. Shroff is a relative of the Directors of the Company namely, Mrs. S. R. Shroff, Mr.J. R. Shroff and Mr. V. R. Shroff

4) All emploees are permanent employees of the Company

5) * Employed for the part of the year.

ANNEXURE 5 TO DIRECTOR'S REPORT

Conservation of Energy, Technology Absorption, Adaptation and Foreign Exchange Earnings and Outgo Section 134(3)(m) of the Companies act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

A. Conservation of Energy 2018-19

i. The following Energy conservation measures were taken during the year 2018-19.

The Company has dedicated 'Energy Cell' which is continuously working for achieving Energy excellence, by identifying and implementing new and innovative measures across The Company's plants. The Team closely monitors specific energy consumption pattern across all manufacturing sites. It also conducts Periodic Internal & external energy audits. This has resulted in reduction of energy and CO2 footprint. Energy Cell is also involved in building internal capability by imparting Trainings and demonstration of new technologies.

Key Focus area has been on heat integration in processes and waste heat recovery.

Major Energy saving initiatives are mentioned below;

1. Reduced utility cost of product by utility changeover from chilled water to cooling water in process.

2. Increment in mean time between cleaning and power reduction by Installation of VFD for ID blower.

3. Purchasing steam from community boiler.

4. Smart sensor for motor condition monitoring through cloud.

5. Excess steam sale to neighbor plants.

6. Power Purchase from Renewable sources. (5.7 MW from Wind)

7. Waste heat recovery from boiler flue gases by installing condensing economizer.

8. Reduced downtime & improved power generation capacity of power plant by installing surface condenser inline ball cleaning system.

9. 4 Effect MEE plant in place of single stage evaporation.

10. Roof top solar photo voltaic power generation of 760 KW.

11. Installed Back Pressure Turbine at multilocation to utilize kinetic energy, in place of steam PRV station.

12. We have installed Rain Water Harvesting system across The Company's units. This will not only harvest rain water but also save pumping power.

ii. Steps taken by the Company to utilize alternate source & reduce energy consumption.

1. To purchase additional Renewable Wind power purchase and achieve total 10 MWe.

2. To purchase Renewable Solar Photo voltaic power @ 10 MWe.

3. To recover Kinetic energy of PRV station and generate power using Back pressure Turbine.

We have installed 4 such Turbines and 5 more are under process. Total power generation potential is @ 32 MW.

4. To implement horizontal deployment of innovative measures, like process pinch, Heat integration, achieving higher overall efficiency, Closed loop condensate & Flash recovery system, Evaporative condenser etc.

5. To achieve ISO 50001, Energy management system for PL01.

iii. Capital Investment on energy conservation equipment's:

1. A total of 24 Crores was invested into installation of energy efficient equipment. All future projects are being evaluated and approved based on the lowest energy and carbon foot print.

2. The Company's units have been recipients of multiple awards as a recognition of our energy conservation measures and Sustainability.

B. Technology Absorption, Adaptation and Innovation

i. Following initiatives were taken by the Company towards the technology absorption, adaptation and innovation:

1. A second plant for an important herbicide was commissioned. The plant operates on a process which is designed to be cost effective by way of reduction in number of steps, raw materials cost and operational cost.

2. The production of an herbicide active ingredient was started on commercial scale

for manufacture and commercialization of a combination formulation meant mainly for corn crop.

3. A process for producing an intermediate of a previously commercialised herbicide, was commercialized after successful development with desired yield and quality. The intermediate is now produced in-house

4. Production of three specialty chemicals on a commercial scale was started and products with desired quality and yield are being produced.

5. The manufacturing process for an herbicide safener was improved to make it more cost effective and improved production yield.

6. Many new pesticide formulations were commercialized for launch both in the domestic and international markets.

7. Processes for several active ingredients were developed successfully at Research and Development Centres for future commercialization.

8. A large number of formulations of various active ingredients were successfully developed in the Research and Development Centres for future introduction

9. Processes were developed for the intermediates of at least three technical as an initiative to be self-dependent

10. The quality of many actives and formulation products were improved and the process implemented in the plant

11. Collaborative work with external agencies like Universities, Research Institutes and scientists in their individual capacity has resulted into innovations and new technology implementation at product and process stages and has been useful in upgradation of the existing technologies

ii. Benefits derived by the Company:

i. A second plant for an herbicide production was commissioned to increase in-house production of the technical active. This will result in sustained quality of the product and make the Company less dependent on vendors

ii. An herbicide active ingredient to be used in a combination formulation was produced in-house. This will result in cost-reduction and assured quality of the formulation

iii. New products introduced globally, resulting in business expansion

iv. Accomplishment of process development for several active ingredients will be helpful in the future implementation in the plants at commercial scale

v. Industrial process development and execution will result in expansion in revenue

vi. Production of Industrial chemicals and Specialty Chemicals will result in more revenue generation

vii. Process development of active ingredients with backward integration will result in cost-effectiveness and quality products

viii. Several pre-mix formulations are developed which will result into market launches in future

ix. For the existing technical products, improvement in quality and/or increase in yield have been worked out

x. The marketed formulations have been worked upon for improved quality and cost effectiveness

xi. Patent protection for the products and processes will help in reduced competition

xii. There have been increasing number of regulatory approvals in many countries for many products which will help in faster product launches

Capital

1158.93 Lacs

Recurring

20371.44 Lacs

Total

21530.37 Lacs

Total R & D expenditure - 2.54% (as a percentage of turnover)

C. Foreign Exchange Earnings and Outgo:

1.

Total Foreign Exchange earned

Rs 519,521 Lacs

2.

Total Foreign Exchange outgo

Rs 340,978 Lacs

iii. Expenditure incurred on R & D

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