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UPL Ltd.

BSE: 512070 Sector: Agri and agri inputs
NSE: UPL ISIN Code: INE628A01036
BSE 00:00 | 19 Sep 693.30 -15.05
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NSE 00:00 | 19 Sep 692.30 -16.75
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OPEN 708.55
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VOLUME 218559
52-Week high 848.70
52-Week low 537.90
P/E 58.16
Mkt Cap.(Rs cr) 35,247
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 708.55
CLOSE 708.35
VOLUME 218559
52-Week high 848.70
52-Week low 537.90
P/E 58.16
Mkt Cap.(Rs cr) 35,247
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UPL Ltd. (UPL) - Director Report

Company director report

To

The members of

UPL Limited

Your Directors have pleasure in presenting their report and auditedaccounts for the year ended on 31st March 2018.

FINANCIAL RESULTS

(H In crores)

Consolidated

Standalone

Current Year Previous Year Current Year Previous Year
Total Revenue 17920 17124 7809 7602
Earnings before interest tax depreciation amortisation 3919 3429 1384 1268
exceptionals prior period adjustments and minority interest
Depreciation/amortisation 675 672 666 655
Finance Cost 783 735 135 149
Exceptional items 63 81 7 46
Loss from Associates 93 19 - -
Profit before tax 2305 1922 576 418
Provision for taxation
Current tax 311 293 180 89
Adjustments of tax relating to earlier years (79) 5 (83) -
Deferred tax 43 (109) (69) 84
Profit after tax 2030 1733 548 245
Minority interest 8 6 - -
Net profit for the year 2022 1727 548 245

OPERATIONAL PERFORMANCE

The Company had another year recording satisfactory results. While mostof the peers in the industry had a negative growth the Company recorded a decent growthof about 7%.

Some of the highlights of the Company's global performance are asunder: A. Revenue from operations increased by 5% to H 17506 crores. B. EBIDTA improvedby 14% to H 3919 crores.

C. Profit before taxes have gone up by 20% to H 2305 crores. D. Profitafter taxes have gone up by 17% to H 2029 crores.

Region wise performance highlights are as under:

In India the market for agrochemicals was fairly flat and grew by just7%. During the year the country recorded below normal rainfall of about 95% of longperiod average. In the months of June and July there were exceptionally good spells ofrain in most parts of country. But subsequently prolonged dry spells across the countrywere seen. This resulted in decline in sale of fungicides. The southern states sufferedfrom deficit rains and received good rains only at the end of the season. Worst floodswere witnessed in Gujarat Rajasthan and Mumbai. There were heavy floods in Assam BiharUttar Pradesh and Odisha. The rabi season was not very encouraging for agrochemicals dueto low temperatures and higher humidity making the crops resistant to pest attacks. Atthe beginning of the year the introduction of GST and confusion in the market prevailingdue to this had significantly adverse effect on Company's sales. The channel stoppedfresh purchases and old inventory was returned. Subsequently the market has adjusted tothis new tax regime and it is expected that in coming years higher sales can be expected.

During the year some of the key brands of the Company did goodbusiness. Significant growth was noticed in business of new fungicides launched in theearlier year. The Company launched new speciality/ biological products successfully. Someof the initiatives like Adarsh Kisan centres taken by the Company in earlier years werewell appreciated by farming community and this helped the Company to improve its sales.

In North America some of the herbicides of the Company recorded verygood growth. The western states came out of spells of dry weather and had bountiful rains.The sale of fungicides for potato and vegetable market grew. Sale of insecticides alsowent up as the cotton planted area increased. However the commodity prices remainedsubdued. The situation is likely to improve in future.

In Latin America including Brazil the new insecticide launched got avery encouraging response. The fungicide business continued to grow and more areas weretreated with Company's fungicides. At the beginning of the year there were delayedrains in north Brazil and dry season in south Cone and Argentina.

The European market has started improving. Summer heatwaves prevailedacross Southern Europe. Though overall market scenario was not so favorable theCompany's performance showed lot of improvement. It is expected that in coming yearsthe Company's business will continue to grow in Europe. During the year herbicidessales grew in sugar beet farming. The Company introduced new herbicides and fungicides inthe market. Business in Germany rebounded with higher growth. However due to low diseasepressure in dry weather of Italy and Spain usage of fungicides reduced there.

As regards rest of the world double digit growth was recorded inAfrica and some of the South East Asian countries. In turkey new herbicides weresuccessfully launched. The Company continues to introduce new products in differentcountries. Business has improved in China. In Australia severe summer heat and droughtconditions continue to prevail resulting in low usage of agrochemicals.

FUTURE OUTLOOK

This year normal monsoons are predicted in India. Onset of timelymonsoon will result in on time sowing thereby ensuring increase in overall plantingacreages in Kharif crops like Rice Cotton Soybean and Corn. This will fuel economicgrowth by enhancing the farm productivity. The growth in farm sector income willaffirmatively trigger the usage of Agrochemicals.

The special focus of Union Budget on Indian Agriculture is furtherexpected to accelerate the growth in the farming sector. The announcements of variousfavorable policies like linking MSP to production costs e-NAM (Online Market Place) 100%Tax deduction on profits to Farmers Producers Organizations (FPO) with a turnover belowINR 100 crores and increase in the Agricultural Credit target by 10 % to INR 11 LakhCrores will spur the economic growth of farmers. Focused impetus for Crop InsuranceMicro-irrigation Food Processing and Agricultural exports will further lead to progressin the sector with a vision towards achieving the Government mandate of doubling farmIncome by 2022. These policies will result in increasing the purchasing power of growersto go for higher investments anticipating better yields.

The global acceptability and demand of Company's products isincreasing at a fair pace due to the growing need and innovation driven products providingsolutions in crop protection. Overall Agrochemical markets in Europe seems to be stablefor this year without any drastic fluctuation. Markets in US and North America are showingsigns of growth in terms of better value realization. With reduction in surfeit ofinventory and rising commodity prices Latin America could potentially see growth in 2018.Inroads of the Company portfolio into smaller markets of Africa and South East Asia withthe help of stronger distribution will support further growth in these untapped markets.Company is building portfolio and investing in manufacturing to insulate itself from thegrowing crisis of crunch in supply and production in China because of policy changes. Withthe Company growing faster than the market it augurs possibility of an overall promisingyear ahead.

DIVIDEND

Your Directors have recommended dividend of 400% i.e. H 8 per EquityShare of H 2 each for the financial year ended 31st March 2018 which if approved at theforthcoming Annual General Meeting will be paid to all those Equity Shareholders of theCompany whose names appear in the Register of Members as on 23rd August 2018 and whosenames appear as beneficial owners as per the beneficiary list furnished for the purpose byNational Securities Depository Limited and Central Depository Services (India) Limited.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("LODR") the Company has formulatedits Distribution Policy and the same has been uploaded on the website of the Company whichcan be accessed at https://www.uplonline.com/policies-compliances-announcements.

FINANCE

(a) Fixed Deposits

The Company has not accepted fixed deposits during the year. There areno fixed deposits outstanding as at 31st March 2018.

(b) Particulars of Loans Guarantees or Investments

The details of Loans Guarantees or Investments are given in the notesto the Financial Statements.

(c) Changes in Paid-up Share Capital

During the year the Company has issued and allotted the followingshares: (i) 2224287 equity shares of H 2 each on conversion of

Convertible Preference Shares and

(ii) 91676 equity shares of H 2 each to Employees under

Employee Stock Option Plan of the Company.

CREDIT RATING

The Company enjoys a good reputation for its sound financial managementand ability to meet its financial commitments. Company's bank facilities have beenrated by CARE as CARE AA+ (Stable) for long term facilities and CARE A1+ for short termfacilities and by CRISIL as CRISIL AA+ (Stable) for long term facilities and CRISIL A1+for short term facilities. Company's Commercial papers are rated by CARE as CARE A1+and by CRISIL as CRISIL A1+. Company's Non-Convertible Debentures are rated by CAREas CARE AA+ (Stable) and by Brickwork Ratings as BWR AA+ (Stable).

UPL Corporation Ltd. a wholly owned subsidiary of the Company hasbeen rated by S&P as BBB- (Positive) Moody's Baa3 (Positive) & Fitch BBB-(Stable). It has issued 5 year USD 500 mn USD Denominated Senior Notes under 144A / Reg Sin October 2016 and issued a 10 year USD 300 mn USD Denominated Senior Notes under Reg Sin February / March 18.

ESOP

The details as required to be disclosed under the SEBI (Share BasedEmployee Benefits) Regulation 2014 has been uploaded on the Company's website at thelink https://www.uplonline.com/policies-compliances-announcements

SAFETY AND ENVIRONMENT

Health and Safety

Health and safety remains to be a core area of importance for theCompany with a motto of each person working for and on behalf of the Company "Aliveand Well at the end of the Day". Your Company has improved its safety performance interms of the TRFR reduction by 42% Lost Time Injuries by 42% Process Safety Incidents by60% and Severity Index by 40%. However this is not the end and The Company continues towork in pursuit of Achieving UPL Safety Vision – "To become one of the Best andSafest Chemical Manufacturing Companies in the world and achieve best in class in Safetyby making Safety a way of Life". It will be heartening to note eleven units of theCompany were incident free for the year 2017-18. Your Company has heavily invested in theinfrastructure investment in its old plants to ensure the structural safety of the plants.Company has achieved marked improvements in its green field and brown field projectsthrough various new initiatives under Construction and Contractor Safety ManagementSystem. While New initiatives like Zero Leak Programme Mistake proofing throughPoka-yoke Safety Abnormality reporting 5S relaunch have helped safety performanceimprovement immensely the Process Safety Management Capacity Building through level 0

1 & 2 training and several employee engagement initiatives arecontinuously being strengthened. Level 0 1 & 2 trainings are training for safety andfunctional capacity building an employee can take charge only after he/she hassuccessfully passed the assessment. Your Company has a system of Internal & externalsafety audit and average compliances on 2nd and 3rd party audit have been a significant94+%. The testimony of performance reflects through several awards in EHS performance fromreputed institutions like OSHAI Frost & Sullivan CII Green Business Centre IGMCFICCI Golden Peacock to name a few. All the Indian units have been accredited with ISO14001-2015 standard.

Transport Safety Management System: Since the Company receives anddispatches large number of Chemical Consignments either in Tankers or Trucks the Companyis pursuing to undertake risk assessment in this area. Company is working at a veryadvance stages with a third party expert to design the entire scheme for handlinghazardous chemicals transport management system for the Company. The Company believes thatSustainability is the best opportunity for business to drive smarter innovation andprofitable growth. Sustainability ensure a fair society living within environmentallimits and creating a sustainable profitable business. The Company is constantly workingto reduce environmental footprint and find innovative product solutions that benefit theenvironment. The Company's environmental standards apply worldwide.

The Company's commitment to environmental protection extends beyond thescope of legal requirements. The Company is committed to the chemical industry'sResponsible Care™ initiative and have set out the basic principles of this commitmentin the Company's Global Environmental Footprint Reduction Plan. Certified HSEQ managementsystems control its operational implementation.

This year Company has released Sustainability Report as per GRIguidelines. UPL Sustainable Development Plan is fully aligned with UN SustainableDevelopment Goals.

Reducing Environmental Impact

The target is to reduce 30% environmental footprint in ourmanufacturing 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. 30% reduction in specific plants by 2020. CO2 30% reduction in specific waste 30% reduction in specific emissions in our manufacturing disposal in our manufacturing wastewater discharge in our
plants by 2020. manufacturing plants by 2020.
Performance Performance Performance Performance
In 2017-18 water consumption In 2017-18 CO2 emissions per In 2017-18 waste disposal per In 2017-18 wastewater discharge
per tonne of production in the Company's manufacturing plants tonne of production in Company's manufacturing plants the tonne of production in Company's manufacturing plants the per tonne of production in the Company's manufacturing plants
reduced by 20% compared to reduced by 30% compared to reduced by 25% compared to reduced by 38% compared to
2015-16. 2015-16. 2015-16. 2015-16.

The Company has taken following initiatives this year to make ouroperating plant sustainable:

Speci_c Water Reduction Initiatives

Sustainable industrial water management plays a vital role in achievingfuture water security in a world where water stress will increase. The optimumutilization of all natural resources is an integral part of the Company's commitment tosustainable development. Aiming to decrease abstracted water demand in our operatingplants following initiatives has been taken this year:

Reduced the water consumption in ALP Red Phosphorus production in VapiUnit 0.

Reduced the water consumption in Clomazone Devrinol production inAnkleshwar Unit 2.

Utilized the hot water bath water in drum detoxification in

Ankleshwar Unit 3.

Enhanced the RO water utilization by 57% in last two years at

Jhagadia Unit 5.

Implemented water efficient equipment in manufacturing processes.

Implemented metering monitoring & targeting (MMT) to ensure theefficient performance of system.

Dedicated technology group worked to reduce water demand.

Specific Carbon Emissions Reduction Initiatives

Greenhouse gases trap heat and make the planet warmer. Human activitiesare 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 business.Aiming to decrease carbon emissions in the Company's operating plants followinginitiatives has been taken this year:

Reduced 30 % CO2 emissions by changing energy mix and by reducingspecific energy consumption as compared to baseline 2015-16.

Implemented energy efficient equipment in manufacturing processes.

Implemented metering monitoring & targeting (MMT) to ensure theefficient performance of system.

Dedicated technology group worked to reduce energy consumption as wellas CO2 emissions.

Speci_c Waste Reduction Initiatives

The Company has taken special care to reduce recycle and eliminatehazardous as well as non-hazardous solid waste. Aiming to decrease waste disposal from theCompany's operating plants following initiatives has been taken this year:

Reduced 25 % specific waste disposal as compared to baseline

2015-16 from the Company's operating plants by operational excellency.

Converted the process waste of Pendimethalin and Glufocinate plant intosellable by-products in Jhagadia Unit 5.

Reduced specific waste disposal by increasing the yield of PMP and UPHproduction in Vapi Unit 0.

Implemented waste segregation practices for efficient waste management

Implemented the practices of 4R (reduce recycle reuse reprocess)concept in Hazardous waste management

Recovered value added products from waste.

Specific Wastewater Reduction Initiatives

Aiming to decrease wastewater discharge from our operating plantsfollowing initiatives has been taken this year:

Reduced 38% specific wastewater discharge from 2015-16 baseline byoperational excellency.

Reduction of effluent discharge in Unit 05 at Jhagadia by way ofsegregation and better recycling of different effluent streams. This is expected to resultin better effluent management specially during the monsoon seasons.

Adopted new technologies which use continuous manufacturing processesas against the current batch mode of manufacturing reactions. This not just reduces thefootprint and consequent capex spends of the plant but also results in significantreduction in the quantity of effluent generated.

Commercialised the volute technology for efficient dewatering ofsludge. This will help us in efficient management of sludge generated from our wastewatertreatment plants.

Implemented metering monitoring & targeting (MMT) to ensure theefficient performance of system.

Dedicated technology group worked to enhance the environmentalcompliances and management standards thereby resulting in reduction of the utility andenvironmental footprint.

RESEARCH AND DEVELOPMENT

In order to fulfil the vision and the mission Company has createdmultiple Research and Development Centres which are located in different countries spreadacross the Globe to provide services to the farmers at a pace which is required toovercome the problems faced by them. These Research and Development Centres are veryeffective in providing solutions to the regional as well as Global pest management issues.

The Research and Development Centres are equipped with state-of artfacilities and highly qualified scientists. Company is engaged in developing technicalproducts in a highly cost effective way and in providing pre-mix formulations which aremore effective and economical to the farmer safe to handle and environment friendly.

Every year Company introduces many new products in the market which arethe result of the tireless work by the skilled scientists who develop these products. Theproducts are designed following Green Chemistry Principles and desired safetyconsiderations.

Company is very innovative in introducing pre-mix combinations of twoor more active ingredients as effective pest-management and resistance managementsolutions. Scientists working on the projects develop these products at a fast pace tomake the projects successful and quick market introduction of the products.

The formulations are tested extensively for bio-efficacy at thedevelopment stage before going to the market launch. Care is taken to develop safe easyto handle and environmentally friendly formulations keeping in the mind "The FarmerFirst" motto of Company.

The Research and Development Centres also work on the existing productsand processes been commercialized to make them more cost-effective or to improve thequality.

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

Technical and formulation registration requires data generation likechemical composition physico-chemical properties toxicity and impurity profilebio-efficacy residue and packaging and so on. The required data is generated at Researchand Development Centres and then gets the products tested at GLP laboratory to generatethe data for submission to the regulatory authority in various countries.

Company is also giving importance to for Speciality and IndustrialChemicals for which the industrial processes are developed in the Research and DevelopmentCentres. R&D scientists are able to provide safe and economical processes which aresuccessfully implemented for commercial production.

CORPORATE SOCIAL RESPONSIBILITY

‘Doing Things Better' is core to the Company's DNA. Threesimple words which lie at the heart of the Company's philosophy have been the guidingforce in all community interventions. All of the Company's CSR programs are driven by thebelief that humankind is one community where each member is responsible for the wellbeingof the other. Hence the Company's interventions are not restricted to the development ofthe neighboring communities alone but the Company works on programs that cater to thewider national interest too! Though the Company's CSR efforts are focused in Gujarat theyhave also touched lives in many other states including but not restricted to MaharashtraWest Bengal Kashmir Tamil Nadu and Himachal Pradesh.

In neighborhoods the Company's focus is to work on the needs strengthsand growth priorities of the community. Hence in Dang district which is primarily anagricultural economy the main focus is on providing sustainable livelihood from improvedagricultural practices. Multiple interventions have been designed and implemented with thesupport of farmers groups at the village level. UPL Centre for Agricultural Excellenceprovides the much needed training support to the farmers. AKRSP SRI Dang PaddyDevelopment Program BoriBagicha use of mini drip irrigation animal husbandry providingwater harvesting structure like dams and wells etc. have improved the productivity of theland thereby making agriculture more sustainable and profitable for more than 15000farmers.

The need assessment survey of the Company had brought out the fact thatthe per capita availability of land was small which led to disguised unemployment. Manyyouth and women in the region were not productively employed. The Company's employment andentrepreneurship initiatives are focused on providing this segment with knowledge skillsand the motivation to take up entrepreneurship as an income generating opportunity. Skillbased entrepreneurship development program provides training to start both farm andnon-farm based enterprises. Four UPL Niyojaniy Kendra's are providing training toyouth in the region on industrial skills like welding fitting electrical etc. Oncetrained these youth get gainfully employed in the neighboring industries. UPL Udyamitawith more than 1300 women members is another intervention that focuses on making womenfinancially independent through self- help groups.

Another focus area for the Company is the conservation and preservationof flora and fauna. UPL Social Forestry aims at afforestation and rehabilitating thedegraded forest and common lands with active support from the community. Under UPL SocialForestry a total 71351 plants were planted and is being properly maintained at differentcommunity sites which covers 163.73 acres of community land. The Company has also planted120000 Mangrove plants spread across 60 acres of land in the coastal belt in Vagrablock DAHEJ. Innovatively the Company adopted different participatory approach toexecute the UPL Social Forestry that has led to sustain the plantation and project.Sarus Conservation project has made some impressive progress since inception 3 years back.Sarus protection groups are actively working towards protection of nests eggs andjuvenile Sarus. Around 80 Eco Clubs have made thousands of children aware about theimportance of nature preservation.

The Company has built 36 toilet blocks in community school/publicplaces under UPL School Sanitation Project and are driving hygenic behavior through toiletblocks. Girls safety Home safety Industrial safety and Road safety programs make thetarget population (more than 10000 till date) aware of the safety measures to avoiduntoward incidents.

UPL Unnati program has been taken up to help community basedorganizations of Mumbai to improve their capabilities and thereby work with the communityin a better way. The Company is supporting Global Parli project (Maharashtra) which isworking to make Parli tehsil a model for others to follow. Vandri cluster developmentprogram is another initiative that is working towards improving the quality of life ofvillagers in Vandri which is a very remote village in Gujarat not equipped with basicfacilities.

The Company also support the relief efforts of the government in timesof natural disasters. Last year the Company provided food packets to the flood affectedpeople in Banaskantha district of Gujarat. Similarly the Company donated INR 25 lacs forrehabilitation of flood victims in Assam.

The Company's international subsidiaries and sister concerns sharedevelopment ethos. UPL Brazil works on a complimentary education program empowering thelocal youth to lead meaningful lives. UPL

Colombia is responding to surrounding communities "whole lifecycle" need by promoting the social and economic development through educationentrepreneurship and the conservation of the environment. UPL Argentina has establishingSocial Security office at plant for every neighbour community (in the past they need totravel 46 km to have access to social security office). UPL Mexico has been collecting anddistributing winter clothing to the poorest of the poor since 2015. UPL Tanzania has beensupporting small farmers who are totally dependent on Sunflower farming for theirexistence.

The Annual Report on CSR activities is annexed to this report as"Annexure 1".

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has in place whistleblower policy to deal with any fraudirregularity or mismanagement in the Company. The Company has posted this policy on itswebsite and the link is https:// www.uplonline.com/policies-compliances-announcements.

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

In earlier year the Company made all efforts to create awareness amongthe employees about the Policy. The Company also made all efforts to create awarenessabout the policy among the employees who have joined during the year. The policy ensurescomplete protection and no victimization or discrimination to the whistleblower. Totalconfidentiality of the proceedings of the policy is maintained.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has implemented a policy as required under the SexualHarassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 andthe Rules framed thereunder. This policy covers all women-permanent temporary orcontractual workers. The policy is very strictly enforced by the Company. The Policy iscommunicated to all the employees by placing it on the website of the Company and all theemployees have confirmed their abidance.

During the year the workshops were arranged conducted by an esteemedagency to educate the employees who have joined during the year across the Company touphold dignity of their colleagues at the workplace and prevent sexual harassment.

An internal committee consisting of mainly women staff and one womanfrom an NGO is formed to attend and redress complaints relating to sexual harassment. Ateach unit of the Company subcommittees are formed to receive any such complaints andaddress and redress the same in consultation with the main committee.

Strict implementation of the policy is to ensure women staff to workwith dignity in a safe environment free from sexual harassment at the workplace andprovide equality in working conditions. During the year the Company has not received anycomplaint of sexual harassment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has robust systems for internal audit risk assessment andmitigation and has an independent Internal Audit Department with well-established internalcontrol and risk management processes both at the business and corporate levels.

Internal Audit function plays a key role in providing to both theoperating management and to the Audit Committee of the Board an objective view andre-assurance of the overall internal control systems and effectiveness of the RiskManagement processes and the status of compliances with operating systems internalpolicies and regulatory requirements across the company including its subsidiaries.Internal Audit also assesses opportunities for improvement in business processes systemsand controls and provides recommendations designed to add value to the operations.

The scope and authority of the Internal Audit Department is derivedfrom the Annual Audit Plan approved by the Audit Committee at the beginning of the year.Internal Audits are performed by an in-house team of qualified professionals on the basisof comprehensive risk-based audit plan. Every quarter the Audit Committee is presentedwith key internal controls issues/audit observations and action taken update on theinternal controls issues/audit observations highlighted in the previous Audit Committeepresentations.

Internal Controls over Financial Reporting:

Exercise for evaluating the adequacy of Internal Financial Controls andtheir Operating Effectiveness is carried out every year. This activity includesunderstanding and testing of Internal Financial Controls and evaluating their operatingeffectiveness based on the assessed risk factors. During the year the effectiveness ofthe controls was validated. No reportable material weaknesses in design and effectivenesswas observed.

From time to time the Company's systems of internal controlscovering financial operational compliance IT applications etc. are reviewed byexternal experts too. Presentations are made to the Audit Committee on the findings ofsuch reviews.

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management Framework to identify andevaluate various business risks faced by the Company. Pursuant to Regulation 21 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a RiskManagement Committee is appointed consisting of three Executive/Promoter Directors of theCompany. Regular Committee meetings are held every quarter. Inputs are taken from seniorexecutives and thereafter various risks are identified and mitigating plans are developedto resolve such risks.

Some of the key business risks viz. Industry Risks R&D RiskCurrency Fluctuation Risk and their mitigation plans were included in the Directors'Report of 2016-17. Some of the additional key business risks identified during the yearand their mitigation plans are as under:

Liquidity Risks: The Company requires very sound base of workingcapital. During the off-season the Company cannot afford to have huge inventory andreceivables as this will result into delayed payment to the creditors. It is veryimportant that the Company enjoys a fair amount of liquidity of funds. Liquidity riskscould impact the debt repayment capabilities of the Company and thereby the Company'sname in the market will be affected. To mitigate this risk the Company's businessenjoys adequate liquidity. It has a very comfortable debt equity position. The Company isearning cash profit of more than H 2500 crores. The working capital management is alsovery sound and at present the Company's net working capital stands at 90 days ofturnover. Considering all this the Company does not expect liquidity to be a majorconcern.

HR Risks: The Company has a huge workforce. Globally it employs around5000 people who are from diverse nationalities geographies and varied culture. Thefunction of HR therefore becomes very important. A poor HR policy could impactproductivity and profitability of the Company. To mitigate this risk the present HRstrategy has fostered cross functional coordination across all countries. Even thoughlarge number of workforce is employed in different countries they all follow the samecorporate culture of the Company. The senior management team is visiting various plantsand offices of the Company regularly and relations at all these places is very cordial andtension free. In fact the Company is certified as a "Great Place to Work" inIndia as well as in Brazil. The Company will continue to put in more efforts and see thatHR functions are carried out properly and professionally.

Cyber Security Risks: In the hyper connected world the Company hasprovided its employees mobiles laptops and tablets to enable them to perform theirfunctions effectively. However there are lots of security threats to the data of theCompany and the confidential data may go to unauthorized persons by way of hacking ofmobile laptops and tablets. It is pointed out there is no such thing as perfectprotection. The bigger the organization and more complex in nature it becomes a targetfor data security risks. It is necessary to provide for preventive measures to ensurelower risks early detection of risks and cost effective data security systems. The goalis to build a sustainable cyber security program that governs protection and ensuresenablement to employees and others in right proportion. To mitigate this risk the controlmeasures taken by the Company include continuous monitoring of data security systemsproviding access only to required staff security incidents and event monitoring andprevention of loss of data. Continuous risk assessment and monitoring is necessary. Thevarious layered security controls have been established.

Recently there have been cyber threats all over the world. Ransomwarehad affected some of the global organizations however there was no impact on the Company.This was because of the mitigating steps taken by the Company such as blocking vulnerableports and services communicating throughout the organization by sending awareness mailersetc.

Reputation Risks: Due to a large organization set up and employing manypeople across the globe as also non-observance of the policies and pre-determinedprocedures and SOPs can result at times into risk of damage to the reputation of theCompany. The Company deals with various stakeholders and if they are not attended properlyand are not provided with quality products and services Company's image will getspoilt. If suppliers are not paid in time or the employees who are leaving theorganization do not get their dues in time the Company suffers the risk of reputation. Tomitigate this risk the finance department and the HR department take care to see that thesuppliers are paid in time and all government dues are cleared on time. The collection aremade in time and there is no overtrading. All the employees of the Company are required tosign integrity policy when they join. This ensures that there are no chances of corruptionor favoritism against any employee. The Company follows this policy diligently. TheCompany's share department along with Registrar and Transfer Agents ensure thatquality services are provided to the shareholders and all their genuine complaints areattended properly.

The Company carries out lots of social activities contributes tovarious NGO's and educates the farmers continuously. The Company is conscious of thefact about the negative image of the Agro Chemical industry in the society and tosafeguard the interest of the Company the Company takes various awareness measures andmakes timely representations to various authorities. The Company ensures that all itsproducts are of the right quality. The Company ensures that at all plants there is nopollution and environment protection assurance is the top most priority. If required theCompany legally fights against some motivated NGO's to see that there are no falseallegations against the Company and its reputation does not get damaged.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES Shro_s United ChemicalsLimited:

This is engaged in trading activities in a very limited way.

SWAL Corporation Limited:

SWAL Corporation limited is engaged in distribution and marketing ofagro chemical formulations and organic fertilizers in India. The Sales Turnover for theyear is H 666 Cr and the Profit before tax is H 44 Cr.

Optima Farm Solutions Ltd:

Optima farm solutions ltd is engaged in the manufacture ofagrochemicals in Jammu. The Company has made sales of H 174 Cr in the current year.

UPL Europe Ltd.:

UPL Europe is engaged in the production and distribution ofAgrochemicals in UK & Europe. The company has a formulation production site atSandbach UK and a sales office at Warrington UK. The Turnover for the year ended 31stMarch 2018 is H 866 Cr and the Profit before tax is H 67 Cr.

UPL Deutschland GmbH:

UPL Deutschland GmbH is engaged in the distribution of formulatedproducts in Germany & Austria. The Turnover for the year is H 331 Cr and the Profitbefore tax is H 10 Cr.

UPL Polska Sp z o o:

UPL Polska is engaged in the sales and marketing of formulated productsin Poland. The business in this Company has been on a very low scale.

UPL Benelux B.V.:

UPL Benelux BV is engaged in the distribution of formulated products inBenelux and Switzerland. The Turnover for the year is H 336 Cr and the Profit before taxis H 23 Cr.

Cerexagri B.V. – Netherlands:

Cerexagri BV is a manufacturing entity specializing in EBDC basedfungicides. It has a technical and formulation facility based in Rotterdam. The SalesTurnover for the year ended 31st March 2018 is H 975 Cr and the Profit before tax is H 27Cr.

Blue star BV:

Blue Star BV is the Holding company for Neo Fog SA.

United Phosphorus Holdings Cooperatief U.A.:

United Phosphorus Holdings Cooperatief U.A. is the holding company forUnited Phosphorus Holdings B V Netherlands.

United Phosphorus Holdings B.V Netherlands:

United Phosphorus Holdings BV is the holding company for entities inEurope & Rest of the world.

United Phosphorus Switzerland Limited:

United Phosphorus Switzerland is providing management services andholding investments and registrations for the Company's products.

Decco Worldwide Post-Harvest Holdings Cooperatief U.A.:

Decca Worldwide Post-harvest Holdings Coperatief UA is the holdingcompany for Decco Worldwide Post-Harvest Holdings BV.

United Phosphorus Holding Brazil B.V. (Formerly known as RegentstreetB.V.):

United Phosphorus Holdings Cooperatief U.A. is the holding company inBrazil.

UPL Italia S.R.L.:

UPL Italia S.R.L is engaged in the distribution of formulated productsin Italy. The Turnover is H 329 Cr and the Profit before tax for the year ended 31st March2018 is H 14 Cr.

UPL IBERIA SOCIEDAD ANONIMA:

UPL Iberia is engaged in the distribution of formulated products inSpain & Portugal. The Turnover is H 145 Cr and the Profit before tax is H 7 Cr.

Decco Worldwide Post-Harvest Holdings B.V.:

This is the holding company for other Decco entities and holdsregistrations for these entities.

Transterra Invest S. L. U. Spain:

Transterra Invest S L is the holding company for group entities inSpain and Latin America.

Cerexagri S.A.S. :

Cerexagri SAS is a supply chain company for the group with 3 keyproduction facilities in France involved in the production of Copper & Sulphur basedfungicides. It has a formulation facility at Bassens to formulate herbicides andinsecticides. The Sales Turnover for the year ended 31st March 2018 is H 451 Cr and theProfit before tax is H 27 Cr.

Neo-Fog S.A.:

Neo-Fog S.A is engaged in the distribution of Anti-sprouting herbicidesin the French domestic market. The Turnover for the year ended 31st March 2018 is H 38 Crand the Profit before tax is H 6 Cr.

UPL France:

UPL France SAS is engaged in the distribution of formulated products inFrance. Products are sourced from UPL's manufacturing facilities in Europe and India aswell as locally formulated in toll manufacturing facilities. The Turnover is H 403 Cr andthe Profit before tax is H 32 Cr.

UPL Corporation Limited Mauritius:

UPL Corporation does trading business and also holds investments forthe group. The Turnover is H 2386 Cr and the Profit before tax is H 197 Cr.

Decco Iberica Postcosecha S.A.U. Spain:

Decco Iberica is involved in fabrication & commercialization ofchemical products waxes & fungicides as well as the machinery used for theirapplication. The Turnover is H 117 Cr and the Profit before tax is H 15 Cr.

Limited Liability Company UPL:

Limited Liability Company UPL is engaged in the distribution oftechnical and formulated products in Russia and other CIS countries. The Turnover for theyear ended 31st March 2018 is H 28 Cr and the Profit before tax is H 2 Cr.

United Phosphorus Inc. U.S.A.:

United Phosphorus Inc is engaged in the distribution of AI's as well asformulated products in the United States and Canada. UPI also provides technologies forpest management aquatics Turf & Ornamental as well as fumigants for grain storage.The Turnover is H 2883 Cr and the Profit before tax is H 55 Cr.

Canegrass:

Canegrass is Company for the distribution of Asulam (SugarcaneHerbicide) in the USA.

RiceCo LLC:

RiceCo LLC is dedicated to meet specific technology needs of ricefarmers in the USA. Its turnover during the year is H 242 Cr and Profit before tax is H 11Cr.

Decco US Post Harvest Inc USA:

Decco US Post Harvest Inc is engaged in the production and selling ofpost harvest products and fumigants for use in the treatment of fresh agriculturalproduce. It has manufacturing facilities in Monrovia CA and Yakima WA. Turnover for theyear is H 247 Cr and Profit Before Tax is H 8 Cr.

RiceCo International Inc. Bahamas:

RiceCo International is a rice focused company operating mainly in Asiaand Latin America. The Turnover for the year is H 249 Cr and the Profit before tax is H 29Cr.

UPL Limited MAURITIUS:

UPL Mauritius does Trading business. The Turnover for the year is H 960Cr and the Profit before tax is H 306 Cr.

UPL LIMITED Gibraltar:

UPL Limited Gibraltar does Trading operations. The Turnover for theyear is H 2969 Cr and the Profit before tax is H 299 Cr.

United Phosphorus Cayman Limited:

United Phosphorus Cayman Ltd is a holding Company. The Turnover forthe year is H 300 Cr and the Profit before tax is H 8 Cr.

UPL Agro SA DE CV:

UPL Agro SA DE CV is engaged in sales and marketing of brandedformulations in Mexico. This entity received the ESR award on parameters of businessethics environment and community engagement. The Turnover for the year is H 436 Cr andthe Profit before tax for the year is H – 3 Cr.

Decco Jifkins Mexico Sapi:

Decco Jifkins Mexico SAPI De CV is primarily engaged in purchasesale distribution and import of goods and service in post harvest for fruits andvegetables in Mexico. The Turnover for the year is H 9 Cr. and the Profit before tax forthe year is H – 2.

Uniphos Industria e Comercio de Produtos Quimicos Ltda:

This is a holding company of UPL Do Brasil-Industria e Comercio deInsumos Agropecuarios S.A..

UPL Do Brasil - Industria e Comrcio de Insumos Agropecurios S.A.:

United Phosphorus do Brazil Ltda has a strong distribution network inBrazil for its AI's as well as formulated sales. It is located in Campinas and also has amanufacturing facility in Ituverava. The Sales Turnover for the year is H 3594 Cr and theProfit before tax for the year is H 52 Cr.

UPL Costa Rica S.A.:

UPL Costa Rica SA is engaged in marketing and distribution of Agrochemicals in Costa Rica. It also provides value added services such as contract spraying.The Turnover for the year is H 330 Cr and the Profit before tax for the year is H -10 Cr.

UPL Bolivia S.R.L:

UPL Bolivia is engaged in the sales and marketing of agro chemicals inBolivia. The Turnover for the year is H 37 Cr and the Profit before tax for the year is H5 Cr.

Icona Sanluis S A – Argentina:

Icona Sanluis SA is a manufacturing and marketing company for sellingformulated products in Argentina. It has a manufacturing plant in San Luis Argentina. TheTurnover for the year is H Nil and the Profit before tax for the year is H -4 Cr.

DVA Technology Argentina S.A.:

DVA Technology Argentina holds registrations in Argentina.

UPL Argentina S A:

The company is a manufacturing and marketing company for sellingformulated products in Argentina. It has a manufacturing facility in Abott Argentina. TheTurnover for the year is H 393 Cr and the Profit before tax for the year is H -90 Cr.

Decco Chile SpA:

Decco Chile SpA provides post harvest solutions to maintain the qualityof fresh fruits and vegetables. The Turnover for the year is H 44 Cr and the Profit beforetax for the year is H 8 Cr.

UPL Colombia SAS:

UPL Colombia is engaged in sales and marketing of agro chemicals forthe Andean markets - Venezuela Ecuador Peru and Colombia. The Turnover for the year is H143 Cr and the Profit before tax for the year is H -10 Cr.

UP Aviation Limited Cayman Island:

UP Aviation Ltd owns the aircraft for Business purposes.

UPL Management DMCC:

UPL Management DMCC provides management services. The Turnover for theyear is H 96 Cr and the Profit before tax for the year is H 26 Cr.

UPL Australia Limited:

UPL Australia is engaged in sales and marketing of branded agrochemicals in Australia. It holds the registrations as well as inventory for prompt supplyof material to service local demand. The Turnover for the year is H 143 Cr and the Profitbefore tax for the year is H 10 Cr.

UPL New Zealand Limited:

UPL New Zealand is engaged in distribution of Agro Chemicals in NewZealand. It holds the registrations as well as inventory for prompt supply of material toservice local demand. The Turnover for the year is H 7 Cr and the Profit before tax forthe year is H 1 Cr.

UPL Shanghai Ltd:

UPL Shanghai is engaged in distribution of Company's products inChina. It has purchased office in Shanghai and is engaged in purchase of actives andintermediates required by manufacturing facilities globally.

UPL Limited Korea:

UPL Korea was formed to grow UPL's agro chemical and fumigationbusiness in Korea. The Turnover for the year is H 3 Cr and the Profit before tax for theyear is H 1 Cr.

PT.UPL Indonesia:

UPL Indonesia is doing business in Indonesia. It mainly caters to therequirements of strategic partners like Nufarm FMC ad other top local companies as wellas semi-government organization. The Turnover for the year is H 87 Cr and the Profitbefore tax for the year is H 6 Cr.

PT Catur Agrodaya Mandiri Indonesia:

The major business is branding and distribution of formulated productsthrough a network of distributors in Indonesia. The company holds 50 plus registrationsand has successfully commercialized most of these. The Turnover for the year is H 49 Crand the Profit before tax for the year is H -2 Cr.

UPL Limited Hong Kong:

UPL Hong Kong is engaged in the sales and marketing of agro chemicalsin Hong Kong. It also acts as a supply source of raw material purchases of themanufacturing facilities. The Turnover 31st March 2018 is H 555 Cr and the Profit beforetax is H 21 Cr.

UPL Philippines Inc.:

UPL Philippines is engaged in the distribution of agro chemicals inPhilippines. It holds registrations and inventory for servicing domestic demand. It alsoprovides value added services to plantation business in Philippines. The Turnover is H 93Cr and the Profit before tax is H 1 Cr.

UPL Vietnam Co. Ltd.:

UPL Vietnam is engaged in the manufacturing and marketing of brandedagro chemical formulations in Vietnam. It also exports its production to Australia SouthEast Asia and few African countries as well other than catering to local demand.TheTurnover is H 185 Cr and the Profit before tax is H 27 Cr.

UPL Limited Japan:

This entity is for registering and selling UPL products in Japan. Thelocal presence in Japan has boosted access to Japanese technology and expertise and builtrelations with other Japanese companies. UPL Japan sells both AI's as well as brandedproducts which are formulated and repacked locally. It has a JV with Hodogaya Chemical CoLtd with headquarters in Tokyo and research laboratory center at Tsukuba. The Turnover isH 196 Cr and the Profit before tax is H 3 Cr.

Anning Decco Fine Chemical Co. Limited China:

Anning Decco is a joint venture in China. The company is engaged in theproduction and distribution of Shellac. The Turnover for the year is H 23 Cr and theProfit before tax is H Nil.

UPL Ziraat Ve Kimya Sanayi Ve Ticaret Limited Sirketi:

The Company has a strong distribution network as well as brand presencein Turkey (mainly western region). The Turnover is H 157 Cr and the Profit before tax is H-20 Cr.

UPL Agromed Tohumculuk SaTurkey:

UPL Agromed has a strong marketing presence in the eastern part ofTurkey. It also has a manufacturing and repacking facility in Turkey. The Turnover is H110 Cr and the Profit before tax is H -4 Cr.

Safepack Products Limited Israel:

Safepack is engaged in the production and distribution of Post-HarvestProducts in Israel and export to neighboring countries. The Turnover is H 36 Cr and theProfit before tax is H -4 Cr.

Citrashine (Pty) Ltd South Africa:

Citrashine is engaged in the manufacturing and distribution ofchemicals and waxes for the post harvest treatment of fruits and vegetables and operatesprimarily in South Africa. The Turnover is H 32 Cr and the Profit before tax is H -1 Cr.

Decco Portugal Post Harvest Unipessoal LDA (formerly known as UPLPortugal Unipessoal LDA):

Decco Portugal Unipessoal LDA is a new entity which will startoperations shortly.

Decco Italia SRL Italy:

Decco Italia SRL is engaged in the production and selling ofpost-harvest products and fumigants for use in the treatment of fresh agriculturalproduce. The Turnover is H 43 Cr and the Profit before tax is H 5 Cr.

UPL Paraguay S.A.:

UPL Paraguay is engaged in the sales and marketing of agro chemicals inParaguay. The Turnover is H 29 Cr and the Profit before tax is H -5 Cr.

UPL Africa SARL:

UPL Africa is established for sales in African region. It holdsregistration for sales in CILSS countries in Africa.

Advanta Seeds International Mauritius:

Advanta Seeds International is engaged in distribution and marketing ofseeds in the various countries. The Sales Turnover for the year is H 697 Cr and the Profitbefore tax is H 75 Cr.

Advanta Seeds DMCC (formerly known as Advanta Seeds JLT):

Advanta Seeds DMCC is engaged in distribution and marketing of seeds inthe UAE. The Sales Turnover for the year is H 34 Cr and the Profit before tax is H -9 Cr.

PT Advanta Seeds Indonesia:

PT Advanta Seeds is engaged in distribution and marketing of field Cornand Sweet Corn seeds in Indonesia. The Sales Turnover for the year is H 70 Cr and theProfit before tax is H 16 Cr.

Advanta Holdings B.V. Netherlands:

Advanta Holdings B.V. is engaged in distribution and marketing of seedsin Europe. The Sales Turnover for the year is H Nil and the Profit before tax is H -17 Cr.

Advanta Semillas SAIC:

Advanta Semillas is engaged in distribution and marketing of Sorghumcorn sunflower seeds in Argentina. The Sales Turnover for the year is H 193 Cr and theProfit before tax is H -37 Cr

Advanta Netherlands Holding B.V.:

Advanta Netherlands Holding B.V. is engaged in distribution andmarketing of and research and technical solutions to farmers & breeders into seeds inthe Netherlands and Europe. The Sales Turnover for the year is H 32 Cr and the Profitbefore tax is H -6 Cr

Paci_c Seeds Holdings (Thailand) Limited:

Pacific Seeds Holdings is holding Company. The Profit before tax is HNil largely contributed by other income.

Paci_c Seeds (Thai) Limited:

Pacific Seeds (Thai) is engaged in distribution and marketing of seedsin Thailand. The Sales Turnover for the year is H 360 Cr and the Profit before tax is H110 Cr

Advanta Comercio De Sementas Ltda.:

Advanta Comercio is engaged in distribution and marketing of SorghumSoyabean Canola Corn seeds in Brazil. The Sales Turnover for the year is H 89 Cr and theProfit before tax is H-92 Cr.

Advanta Seeds Pty Ltd (Formerly Paci_c Seeds Pty Ltd):

Advanta Seeds Pty Ltd is engaged in distribution and marketing ofSorghum Corn and Canola seeds in Australia. The Sales Turnover for the year is H 253 Crand the Profit before tax is H 23 Cr.

Advanta US LLC (formerly known as Advanta US Inc):

Advanta US LLC is engaged in distribution and marketing of Hybrids ofCorn forage sorghumGrain sorghum seeds in the US and Mexico. The Sales Turnover for theyear is H 137 Cr and the Profit before tax is H -57 Cr.

Details of companies which have become or ceased to be itssubsidiaries joint ventures or associate companies during the year:

a) New subsidiaries:

1. UPL Jiangsu Limited

2. UPL Agro Limited Mauritius

3. Riceco International Bangladesh Ltd

4. Uniphos Malaysia Sdn Bhd

b) New associate:

1. Serra Bonita Sementes S.A.

c) Cessation of subsidiaries:

1. UPL Africa SARL

2. UPL Limited Mauritius

MATERIAL SUBSIDIARY

The Company does not have any material subsidiary as per the parameterslaid down by the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the year were onarm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict 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 transactionswhich are repetitive in nature. The transactions entered into pursuant to the omnibusapproval so granted are reviewed on a quarterly basis by the audit committee.

The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. The same can be accessed onhttps://www.uplonline.com/ policies-compliances-announcements.

INSURANCE

All the properties and operations of the Company have been adequatelyinsured.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material order passed by the Regulators orCourts.

AUDITORS

a) Statutory Auditors

At the 33rd Annual General Meeting of the Company held on 8th July2017 the Members of the Company have approved the appointment of B S R & Co. LLPChartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as the StatutoryAuditors 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 theconclusion of 33rd Annual General Meeting of the Company (subject to ratification of theirappointment at every Annual General Meeting if required under the Act).

However pursuant to the Companies Amendment Act 2017 which wasnotified on May 7 2018 the provision related to ratification of appointment of auditorsby Members at every Annual General Meeting has been done away with.

The report of the Statutory Auditors along with the Notes to Schedulesforms part of the Annual Report and contains an Unmodified Opinion without anyqualification reservation or adverse remark.

b) Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 the cost account recordsmaintained by the Company are required to be audited. Your Directors had on therecommendation of the Audit Committee appointed Messrs RA & Co. Cost Accountants toaudit the cost accounts of the Company for the financial year 2018-19 on a remuneration ofH 7.00 lakhs. The Cost Auditors have submitted a certificate of their eligibility for suchappointment. As required under the Companies Act 2013 the remuneration payable to thecost auditor is required to be placed before the Members in a general meeting for theirratification. Accordingly a Resolution seeking Member's ratification for theremuneration payable to Messrs RA & Co. Cost Auditors is included at Item No. 5 ofthe Notice convening the Annual General Meeting.

For the year 2017-18 the due date for filing the Cost Audit Report is27th September 2018 and the same will be filed in due course. The Cost Audit Report forthe year 2016-17 was filed on 28th August 2017.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act

2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed Messrs N.L. Bhatia & Associates afirm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is annexed herewith as "Annexure 2".

REPORTING OF FRAUD

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

DEPOSITORY SYSTEM

98.91% of the total paid-up equity shares of the Company aredematerialised as on 31st March 2018.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act2013 and Articles of Association of the Company Mr. Vikram Rajnikant Shroff (DIN:00191472) and Mr. Arun Chandrasen Ashar (DIN: 00192088) Directors of the Company retireby rotation at the forthcoming Annual General Meeting of the Company and being eligibleoffer themselves for re-appointment.

The earlier appointments of Mr. Rajnikant Devidas Shroff (DIN:00180810) as Chairman and Managing Director of the Company and Mr. Arun Chandrasen Ashar(DIN: 00192088) as Whole-time Director designated as Director-Finance expire on 30thSeptember 2018. The Board of Directors has re-appointed Mr. Rajnikant Devidas Shroff(DIN: 00180810) as Managing Director and Mr. Arun Chandrasen Ashar (DIN: 00192088) asWhole-time Director designated as Director-Finance for further period of 5 (five) yearswith effect from 1st October 2018 and subject to the approval of the Members and upon theterms and conditions as set out in the notice convening the 34th Annual General Meeting ofthe Company.

The special resolutions seeking approval of the Members of the Companyfor the re-appointment of Mr. Rajnikant Devidas Shroff and Mr. Arun Chandrasen Ashar havebeen incorporated in the notice of the 34th Annual General Meeting of the Company alongwith brief details about them.

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

During the year Mr. Pradip Madhavji (DIN: 00549826) IndependentDirector has resigned from the Board of Directors of the Company with effect from 27thApril 2018 for personal reasons. During his tenure he was Lead Independent Director andwas Chairman of Audit Committee and Stakeholders Relationship Committee. The Board wishesto place on record its appreciation for his valuable advice and efficient discharge of hisduties during the period of almost last fifteen years. The Company acknowledges hispragmatic approach and immense contribution in handling various issues diligently.

All the independent directors have given declaration that they meet thecriteria of independence laid down under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

EVALUATION OF THE BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 and Regulations17 (10) and 25(4)(a) of the Listing Regulations the evaluation process for performance ofthe Board various committees and directors was carried out. Each director was provided aquestionnaire to be filled up providing feedback on the overall functioning of the Boardand the committees. The questionnaire covered various parameters such as compositionexecution of specific duties quality and timeliness of flow of information discussionsand deliberations of different items of agenda independence of judgments etc. Thedirectors were also asked to provide their suggestions for areas of improvement to ensurehigher degree of engagement with the management.

Evaluation of individual director was also carried out and parameterssuch as contribution attendance expertise decision making and other related factorswere considered in this exercise.

The Independent Directors held a meeting on 25th January 2018 toreview the performance of evaluation of the Non-independent/Non-promoter Directors and theentire Board including the Chairman. The Independent Directors expressed completesatisfaction of the professionally managed overall functioning of the Board variouscommittees as well as all the directors of the Company. They appreciated the knowledge andexpertise of the Chairman and his exemplary leadership qualities which demonstratepositive attributes in following the highest standards of corporate values and culture ofthe Company.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed and adopted the Policy for selection and appointment of directors seniormanagement and their remuneration. The Board recognizes that the various Committees of theBoard have very important role to play to ensure highest standards of corporategovernance. The Chairman of the Board and other Executive Directors form broad policiesand ensure their implementation in the best interests of the Company.

The Criteria for selection of directors and senior management aremainly qualifications experience integrity independence of the directors etc.

The remuneration to Non-executive Directors consists of sitting feesfor attending Board/Committee meetings commission and other reimbursements. As per theapproval given by the members the said commission shall not exceed 1% of the net profitsof the Company. All the Non-executive Non-Promoter Directors are paid commission onuniform basis. The Independent directors are not entitled to any stock options under theStock Option Scheme of the Company.

The remuneration to the Managing Director and other Executive Directorsconsist of monthly salary allowances perquisites commission and other retirementbenefits. The remuneration payable to them is subject to the approval of the members ofthe Company. The overall managerial remuneration payable to them shall not exceed 10% ofthe net profits of the Company.

In respect of senior management the remuneration is based on theperformance company's performance targets achieved industry benchmark andcompensation trends in the industry. Their remuneration consists of monthly salary bonusperquisites KPI and other retirement benefits.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out aFamiliarization programme for the Independent Directors with a view to familiarize themwith their role rights and responsibilities in the Company nature of Industry in whichthe Company operates business model of the Company etc.

Through the Familiarization programme the Company apprises theindependent directors about the business model corporate strategy business plans andoperations of the Company. These directors are also informed about the financialperformance annual budgets internal control system statutory compliances etc. They arealso familiarized with Company's vision core values ethics and corporate governancepractices.

At the time of appointment of independent director a formal letter ofappointment is given to him which explains his role responsibility and rights in theCompany.

Subsequently they are appraised of the Company's policies on CSRnomination and remuneration plant safety HR succession policy for directors and seniormanagement. They are updated with global business scenario marketing strategieslegislative changes etc. Factory visits are arranged to appraise them of variousoperational and safety aspects of the plants to get complete understanding of theactivities of the Company. Eminent personalities are invited to educate the independentdirectors about the latest happenings relevant to the duties rights and responsibilitiesof the independent directors.

Details of Familiarization programme of Independent Directors with theCompany are available on the website of the Company https:// www.uplonline.com/policies-compliances-announcements.

PERSONNEL

As on 31st March 2018 the Company has 3865 employees in India and4784 employees globally.

The Company has always believed that its people are its biggest asset.The year 2017-18 saw several key initiatives to nurture on our core values.

The initiatives taken during the year

1. SUPPLY CHAIN ACADEMY

The Supply Chain Academy launched in the year 2016 saw a tremendousresponse. Total 1263 employees were covered under this training initiative where theemployees were given training in Safety Skill Upgradation and other behaviour aspects.

2. SAKSHAM PRPJECT

Saksham Project launched for conducting Development Centres for theSales Workforce. 497 employees. The aim was to impart Functional and TechnicalCompetencies to the Sales Workforce and building capability

3. GLOBAL LEADERSHIP PROGRAM

Global Leadership Program – Winning in the Market Place launchedfor the Global Leaders who have potential to grow along with the organization. The aim isto enable identified individuals to unlock their full potential and be effective leadersand contribute in building the strategy.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in the Annexures 3 and 4 hereunder and formspart of this Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to energy conservation technology absorptionforeign 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 areprovided in Annexure 5 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) That in the preparation of the annual financial statements for theyear ended 31st March 2018 the applicable accounting standards have been followedalongwith proper explanation relating to material departures if any.

the Company till such time they remain in the unclaimed suspenseaccount as aforesaid.

BUSINESS RESPONSIBILITY REPORTING

A separate section of Business Responsibility forms part of this AnnualReport as required under Regulation 34(2)(f ) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial statements are prepared for the year 2017-18 incompliance with the provisions of the Companies Act applicable Accounting Standards andas prescribed under the SEBI regulations. The consolidated statements are prepared on thebasis of audited financial statements of the Company its subsidiaries associates andjoint ventures. These consolidated financial statements along with the Auditors Reportthereon form part of the Company's Annual Report. They are also put up on the websiteof the Company https:// www.uplonline.com/upl-financial-reports.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as "Annexure 6".

LISTING OF THE COMPANY'S EQUITY SHARES

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

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders and variousgovernment agencies and ministries for their continued support.

CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussionand Analysis describing the Company's objectives expectations or predictions may beforward looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include: global and domestic demand andsupply conditions availability of critical materials and their cost changes ingovernment policies and tax laws economic development of the country and other factorswhich are material to the business operations of the Company.

Mumbai On behalf of the Board of Directors
27th April 2018
Registered O_ce:
3-11 G.I.D.C. Vapi Rajnikant Devidas Shro_
Dist. Valsad Gujarat

Chairman & Managing Director

Pin: 396195. (DIN: 00180810)