Your Directors have the pleasure of presenting a report on the businessperformance and the audited consolidated and standalone financial statements of yourCompany ("the Company" or "UPL") for the financial year ended March31 2022.
|FINANCIAL RESULTS || || || || |
| || || || ||Rs in crores |
|Particulars ||Consolidated ||Standalone |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Total Income ||46521 ||38952 ||17080 ||11458 |
|EBITDA ||10165 ||8559 ||2688 ||1733 |
|Depreciation/amortisation ||2359 ||2173 ||1044 ||977 |
|Finance Cost ||2295 ||2060 ||377 ||307 |
|Exceptional items ||324 ||238 ||6 ||15 |
|Profit / (Loss) from Associates ||134 ||42 ||- ||- |
|Profit before tax ||4966 ||4181 ||1261 ||434 |
|Provision for taxation: || || || || |
|Current tax ||1096 ||831 ||220 ||195 |
|Deferred tax ||(567) ||(145) ||(135) ||19 |
|Profit after tax ||4437 ||3495 ||1176 ||220 |
|Minority interest ||811 ||624 ||- ||- |
|Net profit for the year ||3626 ||2871 ||1176 ||220 |
UPL is focused on facilitating progress for the entire agriculturalvalue chain. We are building a network that redefines the way an entire industry thinksand works open to fresh ideas innovative ways and new answers as we strive towards ourmission to make every single food product more sustainable.
FY 2022 was a year of challenging macro-environment input costinflationary pressures and supply chain disruptions. Inspite of difficult conditions weregistered strong performance during the year. UPL's consolidated revenue fromoperations increased by ~19% to Rs46240 crores from Rs38694 crores in FY 2021. EBITDAincreased by 19% to Rs10165 crores from Rs8559 crores in FY 2021. The net profit alsowitnessed a growth of 26% toRs3626 crores from Rs2871 crores in FY 2021. For moredetails of the financial performance please refer to the Management Discussion andAnalysis Report.
We have launched nurture.farm a platform to provide technology-ledsolutions to farmers with over 1.4 billion farmers on board in India. The program providescrop solutions and advisory services farm mechanisation services social supportservices insurance and medical support and also educates farmers on sustainableagricultural practices that are normally inaccessible to small holder farmers.
We have been able to significantly outperform the guidance given at thestart of the year with nearly every region seeing double-digit growth while we continueto prudently invest towards ensuring reliable growth going forward. The region-wiseperformance for FY2022 was as under:
Owing to solid pricing new product launches and strength of ourherbicide portfolio the Latin American region grew by 21% year on year. The growth wasmajorly driven by Brazil primarily in herbicides and insecticides.
Herbicides led by glufosinate products and a strong growth ininsecticides helped in marking a strong year with 37% growth. Better commodity pricestight supply and favorable channel stock further supported the growth.
Europe saw an increase of 7% in FY 2022 which was led by fungicidesherbicides and NPP BioSolutions despite significant losses due to product bans andRussia-Ukraine conflict since February 2022.
The Indian region saw a strong growth as we grew year on year by 22%.The revenue increase was driven by herbicides and new product launches including ShenziRTriskeleR and TrishukR. The Company achieved robust growth despite adverse marketconditions. The growth was also supported by overall favourable commodity prices for cashcrops pulses and oilseeds.
Rest of the World
Despite the supply chain constraints the rest of the world regionwitnessed a growth of ~11%. The growth was majorly driven by fungicides herbicides andinsecticides.
The Board has recommended a dividend of 500% i.e. Rs10/- per equityshare of Rs2/- each for the financial year ended March 31 2022 which if approved at theforthcoming Annual General Meeting (AGM) will be paid to all those equityshareholders of the Company whose names appear in the Register of Members and whose namesappear as beneficial owners as per the beneficiary list furnished for the purpose byNational Securities Depository Limited and Central Depository Services (India) Limited.The total dividend pay-out will amount to approx. Rs759 crores (including tax). Thedividend recommended is in line with the dividend distribution policy of the Company andthe policy is available on the website of the Company athttps://www.upl-ltd.com/investors/corporate-governance/ policies. History of dividendsdeclared by the Company since FY 2004 (i.e. since demerger) is available on the website ofthe Company at https://www.upl-ltd.com/investors/ shareholder-center/dividend-history.
FINANCE a) Deposits
During FY2022 the Company did not accept any deposit within themeaning of Chapter V of the Companies Act 2013.
b) Particulars of Loans Guarantees or Investments
The details of Loans Guarantees or Investments are given in the notenos. 5 6 and 32 to the standalone financial statement.
c) Changes in Paid-up Share Capital Buyback and GDR
During the year no new equity shares were issued and allotted. Thepaid-up share capital of the Company as at March 31 2022 was 1528090912/- comprisingof 764045456 equity shares of face value of 2/- each. On December 23 2021 the Companyadmitted its GDR programme (listed on Singapore Stock Exchange) for trading on theInternational Order Book (IOB) London Stock Exchange's electronic trading platformfor Global Depositary Receipts.
The Members of the Company at the Extra-ordinary General Meeting heldon March 30 2022 approved buyback of equity shares of the Company at a price notexceeding Rs875/- per equity share for an aggregate amount not exceeding Rs1100 crores byway of Open Market' through the Stock Exchanges. The details of buy back areavailable on the website of the Company on the following link https://www.upl-ltd.com/investors/shareholder-center/buy-back.
d) Transfer to Reserves:
The Company does not propose to transfer any amount to the reserves.
LISTING OF COMMERCIAL PAPERS
The Company has issued Commercial Papers amounting to 4150 croresduring FY 2021-22. All the Commercial Papers were listed on National Stock Exchange ofIndia Limited. The Company has not defaulted on any of its dues to the financial lenders.
The borrowings are rated by CRISIL & CARE. The details of ratingsare provided in the Corporate Governance Report which forms a part of this report.
ENVIRONMENT AND SUSTAINABILITY
At UPL we create value in a responsible manner supported by oursustainability strategy. The conservation and responsible use of natural resources is notjust one of our sustainability objectives but also represents an essential businessimperative. We consistently strive to align our business activities to globalsustainability goals and targets mitigating environmental risks and enabling positiveenvironmental impact.
Some of the major achievements of this year are summarized below:
1. UPL included in Dow Jones Sustainability Year Book 2022.
2. ESG rating agency from Netherlands Sustainalytics ratedUPL No. 1 among all agro-chemical companies globally.
3. Scored higher international sustainability rating (DJSI FTSE &Sustainalytics) in all three dimension (environment social & governance) fromindustry average.
4. Implemented Stream Identification & Segregation for betterwastewater management & treatment.
5. UPL has taken steps towards achieving Zero Liquid Discharge (ZLD)for its two more manufacturing plants (PL-00 Vapi and PL-01 Ankleshwar) for recycling andreuse of wastewater.
A. International Sustainability Rating
1.1. Dow Jones Sustainability Indices (DJSI):
UPL DJSI rating has improved 214% in last 5-years. UPL scored higherrating in all three dimension from industry average. UPL scored highest in environmentaldimension out of three dimensions i.e. Economic Environmental & Social.
1.2. FTSE Russell ESG Rating:
UPL's FTSE score in 2020-21 was 3.6 out of 5 which is 112%improvement in last 5-years. UPL was awarded and listed in FTSE 4 Good Index for strongenvironmental social and governance practices which were measured against globallyrecognised standards. UPL scored higher rating in all three dimension from industryaverage while scoring highest in governance dimension out of three dimensions i.e.Governance Environmental & Social.
B. Future Sustainability Initiatives
At UPL Sustainability is driven by smarter innovation and profitablegrowth. We believe that a business can be profitable by adopting sustainable practicesensuring harmony with the society and environment. Our major future sustainabilityinitiatives by 2025 are summarized below:
NEW TECHNOLOGY ADOPTION:
In line with our mission of going beyond environmentalcompliances' UPL has taken steps towards achieving Zero Liquid Discharge (ZLD) forits two more manufacturing plants (PL-00 Vapi and PL-01 Ankleshwar) for recycling andreuse of wastewater. The Green Cell department has added value to achieve this objectiveby effective wastewater streams segregation and characterization for their propertreatment and selection of right technologies to minimize the environmental footprint in atechno-economical way.
1.1. Water management at PL-00 Vapi
For recycling and reuse of approximately 750 KLD wastewater at PL-00following strategies were adopted: a) Identification sampling and Characterization ofall wastewater streams. b) Wastewater segregation for ETP MEE Scaleban and RO treatment.c) Through segregation overall TDS of ETP wastewater streams brought down from ~15000 ppmto <5000 ppm. d) Scaleban system for recycling of high TDS RO reject into coolingtowers. e) MEE for very high TDS wastewater streams evaporation and condensate treatmentin ETP after establishing its biological treatability potential.
1.2. Water management at PL-01 Ankleshwar
For recycling and reuse of approximately 550 KLD wastewater at PL-01following strategies were adopted: a) Identification sampling and Characterization allwastewater streams.
b) Wastewater segregation for ETP Forward osmosis strippers MEEScaleban and RO treatment. c) Implemented stripper technology to treat high and low TDSIKI wastewater separately for ammonia reduction and hypo elimination at ETP. d) Throughsegregation overall TDS of ETP wastewater streams brought down from ~20000 ppm to<5000 ppm. e) Scaleban system for recycling of high TDS RO reject into cooling towers.f) Forward Osmosis for moderately high TDS streams. g) MEE for very high TDS wastewaterstreams evaporation and condensate treatment in ETP.
RESEARCH AND DEVELOPMENT
Company's mission Change the game to make every single foodproduct more sustainable is very much inculcated in the minds of scientists workingin the Research and Development Centres of the Company located across the globe.
Significant investments have been made to enhance Research andDevelopment capability by creating more laboratory work- space adding new equipment andinstruments and employing additional human resources. The human resources are highlyqualified intelligent and committed scientists who work tirelessly to offer solutionsto farmer's pain points. The scientists develop crop protection products andprocesses that can be considered as sustainable cost-effective environment friendlysafe and most importantly affordable to the end user the farmer.
It is important to take into consideration environmental effects aswell as safety of the products and processes. Care is taken at Research and DevelopmentCentres to incorporate aspects of atom economy and principles of green chemistry. Theproducts and the processes are critically evaluated for hazard and safety prior tocommercialization.
Innovative combination products to provide effective pest managementsolutions are developed in various Research and Development Centres and marketedworldwide to support farmers globally. All the products which get commercialized aretested internally and then at GLP certified laboratories for data generation. These testsinclude testing of chemical properties toxicity impurity profile stability andpackaging compatibility bio-residue and so on.
Production of Specialty Chemicals and Industrial Chemicals areCompany's ambitious plan. To meet with the demands Research and Development Centresdesign processes which can be effectively used for large scale production and are viablesafe and economical.
Intellectual Property is created for innovative products combinationsand processes by applying for patents in many countries. Safeguarding of IP is crucial andvigilant in-house IP team takes care of this. At the same time Company respectsothers' IP and makes sure that there is no violation while commercialization ofproducts and processes.
CORPORATE SOCIAL RESPONSIBILITY
At UPL our fundamental belief is simple nothing isimpossible. The two core UPL values Always Human and OpenHearts are guiding force of our CSR initiatives. Hence our interventions are notrestricted to the development of our neighbouring communities only as we work oninitiatives that cater to the wider national interest. At UPL we believe in a holisticand sustainable growth of society. Our commitment and interventions cater to all thesegment of the society and have been classified in focus areas: (a) Institution ofexcellence; (b) Sustainable Livelihood; (c) Nature Conservation; and (d) Local andNational Need.
Our CSR values are shared across the globe and development initiativesare being undertaken in 30+ countries like Argentina Brazil Belgium Colombia Coted'Ivoire India Kenya Mexico & UK and implementing & supporting more than 80development interventions benefiting more than 70 communities across continents. We haveimpacted around 0.5 million lives globally through our CSR initiatives. Few initiativesundertaken in FY 2021-22 are:
One Billion Hearts Initiative at Cote d'Ivoire with
The Heart Fund to provide universal access to cardiovascular health for1 billion people by 2030.
Promote and raise awareness about sustainable development inagriculture and education in society through football with FIFA Foundation.
Partnership with Oxford India Centre for Sustainable Development(OICSD) at Somerville College University of Oxford UK to advance education onsustainability with a greater focus on small-holder farmers in the developing world.
Establish Centre of Excellence (CoE) on process safety management.
Backward and forward linkages for farmers through formation nurturingand strengthening of Farmers Producer Company.
Toilet and Sanitation Project in India by construction of toilets toimprove school sanitation and drive household hygienic behavior through school children:Constructed 57 sanitation blocks mostly in community schools. The said facility is beingused by more than 14500 students and 3000 commuters a day.
United Against Child Labour project in India - A proactive initiativeto eliminate all forms of child labour in seed supplier farms and to ensure education forall children. In last two years the project reached 6 states which sensitized more thanseed 3500 growers.
Global Parli & Vandri Cluster in India to transform rural villagethrough revival and empowerment.
Supporting Project Ekal Vidyalaya in Maharastra &Madhya Pradesh which aims at creating one teacher schools in the remotest parts of thecountry. More than 15000 students benefited so far.
UPL is working on installing Solar Light in variouslocations of India as a community development initiative. We have installed 120 SolarLights in Barmer Rajasthan and 95 solar lights in Singhbara Morena Madhya Pradesh.
COVID-19 Relief work
The 2nd wave (Delta Variant) of COVID-19 impacted India like a storm.UPL responded to the current need of saving human lives using its strength in innovationand CSR driven contributions details of which are as under:
UPL in India pioneered the conversion of nitrogen plants to oxygenplants through our team of engineers & scientists within 72 hours of the second waveon April 23 2021.
100+ industry players government & private institutions weretrained through knowledge sharing forums / webinars on Nitrogen PSA plant to oxygen plantconversion in the 3rd & 4th week of April 2021.
Helped 5 hospitals in India to achieve self-sufficiency in oxygenthrough this innovation.
Procurement of new oxygen plants: Delivered 4 new oxygen plants (Cap960 LPM) which is catering to 400 beds each in Indore Gwalior and Varanasi and these 4new plants are catering to 1600+ beds across 4 different hospitals. Airlifted ZMS (ZeoliteMolecular Sieve) from Germany to carry out more Nitrogen to Oxygen conversions in the 4thweek of April 2021.
500+ oxygen cylinders refilled across hospitals in Gujarat at a veryshort notice in the 3rd week of April 2021.
Set up Covid-19 centres at Jhagadia Netrang Ankleshwar and Mandvacatering to 300 beds including Oxygen Supply in the 3rd week of April 2021.
30+ Ventilators and 90 Oxyflow Meters arranged and provided at 3hospitals in Ankleshwar Bharuch and Vadodara when there is scarcity for the same.
1200 Jumbo Oxygen Cylinders provided at covid isolation center inBharuch.
500 Pulse Oxymeters provided to ASHA workers in Gorakhpur.
37 Oxygen Concentrators provided to 3 Hospitals in Gwalior Barmer andBangalore.
10000+ Covid-19 Medicine Kits provided at Muzaffarnagar UP by end ofJune 2021.
For detailed report on Corporate Social Responsibility please refer tothe section Social Initiatives' in the annual report and Annexure 1 to thisBoard's Report.
VIGIL MECHANISM / WHISTLE-BLOWER POLICY
The Company has always strived to conduct its business fairlyethically and with integrity. In line with this belief the Company has in place a robustwhistle-blower policy to deal with any fraud irregularity or mismanagement in theCompany. The Chairman of the Audit Committee oversees the whistle-blower policy. Thispolicy aims to encourage employees and directors who have concerns about suspectedmisconduct to come forward and express these concerns without fear of punishment or unfairtreatment. The policy aims to provide an avenue for employees and directors to raiseconcerns and reassure them that they will be protected from reprisals or victimization forwhistleblowing in good faith. This Policy is in addition to the Company's Global Codeof Conduct which empowers its stakeholders to make protected disclosures through thereporting channels consisting of designated e-mail address hotline and customisedweb-portal details of which are prescribed under the Policy and the Code. On a regularbasis the Company undertakes all efforts to create awareness among the employees aboutthe Policy including the new joinees during the year.
The policy is available on the website of the Company under Investorssection at https://www.upl-ltd.com/investors/ corporate-governance/policies.
PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT THE WORKPLACE
The Company is committed in creating and maintaining a secure and safework environment that enables its employees agents vendors and partners to work freefrom unwelcome offensive and discriminatory sexual behavior and without fear ofprejudice gender bias and sexual harassment. In order to deal with sexual harassment atworkplace the Company has implemented a gender-neutral policy Prevention and Redress ofSexual Harassment Policy (Policy).
The Policy applies to all those employed and associated with UPL andits subsidiaries irrespective of whether they are regular temporary ad hoc or daily wagebasis employees. The Policy also covers all contract workers consultants retainersprobationers trainees and apprentices or called by any other such name engaged by uswhether the terms of their employment are expressed or implied.
A knowledgeable and experienced Internal Complaints Committeecomprising mainly of women and an unbiased third party is currently functional to attendand redress complaints that arise under this Policy. Further there are sub committees atunit locations to ensure strict adherence to this policy and keep the workplace free frombiases and prejudices. The Internal Complaints Committee has not received any formalcomplaint during FY2021-22. All employees are mandated to attend a classroom training andconfirm their adherence to the rules as mentioned on Company's website. DuringFY2021-22 a refresher POSH workshop was conducted for 31 Committee members online for 2days by Company's external partners and 2082 employees who acknowledged to complywith the POSH policy. During the year UPL also tied up with an external partner to launchan extensive e-training on POSH Code of Conduct and Anti Bribery across all markets in 7global language and mandated for all the employees as well as new joinees.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls. The Companyhas adopted policies and procedures covering all major financial and operating functions.These controls have been designed to provide reasonable assurance over:
Accuracy and completeness of the accounting records
Compliance with applicable laws and regulations
Effectiveness and efficiency of operations
Prevention and detection of frauds and errors
Safeguarding of assets from unauthorized use or losses
The Company has an in-house Internal Audit department with a team ofqualified professionals. The internal audit department prepares an annual audit plan basedon risk assessment and conducts extensive reviews covering financial operational andcompliance controls. In addition the Company has also appointed reputed external auditfirms for carrying out the internal audit reviews. Improvements in processes areidentified during reviews and communicated to the management on an ongoing basis. TheAudit Committee of the Board monitors the performance of the internal audit team on aperiodic basis through review of audit plans audit findings and issue resolution throughfollow-ups. Each year there are at least four meetings in which the Audit Committeereviews internal audit findings.
Internal Audit function plays a key role in providing to both themanagement and to the Audit Committee an objective view and re-assurance of the overallinternal control systems and effectiveness of the risk management processes and the statusof compliances with operating systems internal policies and regulatory requirementsacross the Company including its subsidiaries.
Compliance with laws and regulations is monitored through awell-implemented Compliance tool that requires individual functions to confirm and reportstatutory compliances with all laws and regulations concerning their respective functions.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria. Essential components of internal controls are followed as stated inthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issuedby the Institute of Chartered Accountants of India.
The Company has developed and implemented a Risk & ControlFramework to ensure internal controls over financial reporting. This framework includestesting and monitoring over entity level controls process level controls and IT generalcontrols. The entity level controls include testing and monitoring of compliance tobusiness policies. The process level controls include a risk control matrix for monitoringkey business processes. The IT general controls include monitoring of the overall ITenvironment computer operations and access to programs and data.
On a periodic basis testing of entity level controls process levelcontrols and IT general controls is carried out and status of testing of controls ispresented to the Audit Committee. During the year controls were tested and no reportablematerial weaknesses in design and effectiveness were observed.
RISK MANAGEMENT FRAMEWORK
In today's VUCA world achieving our business goals makes itimperative for us to stay focused on how we manage our key enterprise-wide risks in anefficient effective manner.
To achieve above stated objective UPL has developed and implementedEnterprise Risk Management (ERM) framework benchmarked with leading international riskmanagement standards such as ISO 31000 and Committee of Sponsoring Organisation of theTreadway Commission (COSO').
Enterprise Risk Management (ERM) framework facilitates structuredapproach to identify enterprise-wide risks that may impact the organization'sstrategic business objectives. While achievement of strategic objectives is the keydriver our values culture obligation and commitment to employees customers investorsregulatory bodies partners and the community around us are the foundation on which ourERM framework is developed. Systematic and proactive identification of risks andmitigation thereof enable effective and quick decision-making and boosts the performanceof the organization.
Over the years the risk management practices implemented by UPL haveevolved significantly. UPL has adopted a risk management policy to ensure commonorganisation wide understanding of ERM by defining key ERM principles to be adhered acrossUPL. UPL has adopted a consistent Framework and standard process across business functionsto ensure a co-ordinated and integrated approach for managing risks and opportunitiesacross the organization. It has also adopted an ERM Standard which intends to reinforcethe commitment of UPL to effectively manage the existing and evolving risks and harnessthe underlying opportunities while safeguarding the business value to achieve itsstrategic objectives.
UPL ERM Framework defines the roles and responsibilities of keystakeholders across the organization to strengthen risk governance. The Company has alsoappointed a dedicated Enterprise Risk Management (ERM) team and is formally identifyingRisk Champions across functions to ensure effective and consistent deployment of ERMframework across the Company. The Company has developed and implemented the combination oftop-down bottom-up and outside-in approach to identify and mitigate macro strategic andexternal risks emanating from business strategies. It provides guidance to the businessfor identifying assessing prioritizing responding monitoring and reporting any risk orpotential threat to these objectives in a consistent manner. The risk management frameworkencourages businesses to identify relevant risks and opportunities in line with theshort-term and long-term strategic business plans. The overall ERM program developed byUPL rests on the foundation of continuous training and development of employees on riskmanagement to enhance the awareness of ERM framework and strengthen risk-informeddecision-making culture.
Pursuant to Regulation 21 of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 (SEBI Listing Regulations) a RiskManagement Committee consisting of Mr. Rajnikant Shroff Chairman and Managing DirectorMr. Arun Ashar Director Finance Dr. Vasant Gandhi Independent Director Mr. Anand VoraGlobal Chief Financial Officer and Mr. Raj Tiwari Chief Supply Chain Officer has beenformulated and institutionalised. The Risk Management Committee conducts integrated risksand performance reviews along with the Senior Executives engaged in different functions.The Committee reviews identified risks the effectiveness of the developed mitigationplans to provide feedback and guidance on emerging risks. The Committee also facilitatesprovision of adequate resources for business to effectively mitigate critical risks andensure business value is protected and enhanced at all times. The Committee also maintainsa continuous oversight to ensure the risk management framework is effectively integratedwith the core functions such as Strategic Business Planning Capital Allocation andassurance providing functions such as Internal Audit Internal Controls ComplianceManagement etc. to enhance the business resiliency and provide portfolio view of therisks.
Risk Management Highlights of the Year
During the year our focus was on extending adoption of the newintegrated ERM framework ERM Policy and ERM Standard across the organization andstrengthening the risk management program.
For more details on the risks and their mitigation plans please referto Management Discussion and Analysis report in this annual report. The Risk ManagementPolicy of the Company is available on the website at https://www.upl-ltd.com/investors/corporate-governance/policies.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
The Company has several subsidiary companies and associates spreadacross the globe. Crop protection product companies need local registrations to enablethem to sell their products in different countries in the world. These registrations aregranted by the local government body of each country to a local entity established in thatcountry. As on March 31 2022 there were 226 subsidiaries / associates / joint venturesacross the globe. Most of these subsidiaries and associate companies are marketing armsand their main activity is confined to marketing by servicing their local market withgreater efficiency and ensuring timely availability of different products of the Company.Some other entities are holding companies which hold investments in other group entities.
The details of essential parameters of each subsidiary / associatecompany / joint venture such as share capital assets liabilities turnover profitsbefore and after tax are given separately under the Statement of AOC-1 Form forming partof the Annual Report. Subsidiary Financials are available on Company's website athttps://www.upl-ltd. com/investors/shareholder-center/subsidiary-financials.
The companies which were newly added or ceased to be subsidiaries /associate / joint ventures during the year are as follows:
|(I) Subsidiary Companies: ||Country |
|Additions during the year: || |
|Acquisitions || |
|PT EXCEL MEG INDO ||Indonesia |
|PT Ace Bio Care ||Indonesia |
|Newly Incorporated || |
|Decco Holdings UK Ltd ||United Kingdom |
|Advanta Seeds Holdings UK Ltd ||United Kingdom |
|Advanta Holdings US Inc. ||USA |
|UPL Crop Protection Investments UK Limited ||United Kingdom |
|UBDS COMERCIO DE PRODUTOS AGROPECUARIOS S.A ||Brazil |
|UPL Investments Southern Africa Pty Ltd ||South Africa |
|UPL Ltd Cayman ||Cayman Island |
|UPL Health & Nutrition Science Holdings Limited ||United Kingdom |
|UPL Animal Health Holdings Limited ||United Kingdom |
|UPL Investments UK Limited ||United Kingdom |
|Cessations during the year: || |
|Cessations || |
|Callietha Investments (Pty) Ltd ||South Africa |
|Volcano Chemicals (Pty) Ltd ||South Africa |
|Arvesta Corporation ||USA |
|(I) Subsidiary Companies: ||Country |
|Arysta LifeScience (Shanghai) Co. Ltd. ||China |
|ANESA S.A. ||Belgium |
|Tesaurus Mexico S.A. de C.V. ||Mexico |
|Federation of Agri-Value Chain Manufacturers and Exporters (Viz FAME) ||India |
|Agri Net Solutions Limited ||India |
|Mergers || |
|Omega Agroindustrial S.A. de C.V. ||Mexico |
|Servicios Agricolas Mundiales SA de CV ||Mexico |
|UPL Limited (formerly known as UPL Agro Limited) ||Mauritius |
|Arysta LifeScience Vostok Ltd. ||Russia |
|Arysta LifeScience RUS LLC ||Russia |
|(II) Associate Companies: || |
|Additions || |
|Pixofarm GmbH ||Austria |
As on March 31 2022 the Company has 6 unlisted material subsidiariesas per the parameters laid down under SEBI Listing Regulations. These material subsidiarycompanies are: UPL Corporation Limited Mauritius UPL Do Brasil - Industria e Comercio deInsumos Agropecuarios S.A. UPL Agricultural Solutions Holdings BV UPL Holdings BV UPLAgrosolutions Canada Inc. and UPL NA Inc. None of these subsidiaries have sold disposedoff or leased more than 20% of its assets during the current year. The Company'spolicy on material subsidiaries can be accessed at https://www.upl-ltd.com/investors/corporate-governance/ policies.
RELATED PARTY TRANSACTIONS
All related party transactions (RPT) entered into duringthe 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 whichmay have a potential conflict with the interest of the Company at large. Accordingly thedisclosure of related party transactions in Form AOC-2 is not applicable. Prior omnibusapproval of the Audit Committee is obtained for related party transactions which arerepetitive in nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed on a quarterly basis by the Audit Committee.
The policy on RPTs was amended on January 31 2022 by the Board ofDirectors to incorporate the changes introduced by SEBI in the SEBI Listing Regulations.The policy as approved by the Board is available on the website of the Company athttps://www.upl-ltd.com/investors/corporate-governance/policies.
During the financial year 2021-22 SEBI amended the provisions relatingto RPTs pursuant to which approval of the Members of the Company is required for enteringinto material RPTs effective April 1 2022. The Company at the Extraordinary GeneralMeeting held on March 30 2022 obtained approval of the Members for continuing /undertaking RPTs which may exceed the materiality threshold of Rs1000 crores and whichare in the ordinary course of business and on arms' length basis.
Detailed disclosure on related party transactions as per Ind
AS-24 containing name of the related party and details of thetransactions entered with such related party have been provided under Notes to financialstatements. Disclosure on related party transactions on half year basis are also submittedto the stock exchanges.
All the properties and operations of the Company to its best judgementhave been adequately insured.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material order passed by the Regulators orCourts which impacts the Company's ability to continue as a going concern.
AUDITORS a) Statutory Auditor
At the 33rd Annual General Meeting of the Company held on July 8 2017the Members of the Company appointed B S R & Co. LLP Chartered Accountants (ICAI
Firm Registration Number 101248W/W-100022) as the Statutory Auditor ofthe 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. They will hold office till theconclusion of the ensuing 38 th Annual General Meeting (AGM) of the Company.
Pursuant to the provisions of Section 139 of the Act the Board ofDirectors of the Company based on the recommendation of Audit Committee recommendsreappointment of B S R & Co. LLP Chartered Accountants Mumbai for a further periodof five (5) years i.e. upto the conclusion of 43rd AGM. The statutory auditor hasconfirmed that they are not disqualified from re-appointed as auditor of the Company. TheCompany has also received a letter from them confirming their eligibility to bere-appointed as the statutory auditor of the Company.
There are no instances of any fraud reported by the statutory auditorto the Audit Committee or the Board pursuant to Section 143(12) of the Act. TheAuditor's Report on standalone and consolidated financial statements for the yearended March 31 2022 forms part of the Annual Report and contains an unmodified opinionwithout any qualification reservation or adverse remark.
b) Cost Auditor
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 and amendments thereto the cost recordsmaintained by the Company are required to be audited. The Company has maintained costrecords as per the requirements of the Companies (Cost Records and Audit) Rules 2014. TheBoard on the recommendation of the Audit Committee has appointed M/s. RA & Co. CostAccountants to audit the cost records of the Company for the financial year 2022-23 at aremuneration of 1075000/- (Rupees Ten Lakhs and Seventy-Five Thousand only). The Companyhas received a certificate of eligibility from the cost auditor for the appointment. Asper the provisions of the Companies Act 2013 the remuneration payable to the costauditor is required to be placed before the Members in a general meeting for approval /ratification. Accordingly a resolution seeking Member's approval for theremuneration payable to M/s. RA & Co. Cost Auditor is included in the Noticeconvening the AGM.
The Cost Audit Report for the financial year 2020-21 was filed with theMinistry of Corporate Affairs on August 12 2021. The Cost Audit Report for the financialyear 2021-22 will be filed before the due date.
c) Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. N. L. Bhatia & Associates a firm of Company Secretaries in Practice toconduct secretarial audit for the financial year 2021-22. The Report of the SecretarialAuditor is annexed to this report as Annexure 3. The report of the Secretarial Auditor forthe financial year 2021-22 is unmodified and does not contain any qualificationreservation or adverse remark.
The Board has re-appointed M/s. N. L. Bhatia & Associates toconduct the secretarial audit for the financial year 2022-23. They have confirmed theireligibility for the appointment.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act2013 (the Act) and Articles of Association of the Company Mr. Vikram Shroff(DIN: 00191472) Director of the Company retires by rotation at the forthcoming AGM of theCompany and being eligible has offered himself for re-appointment. An ordinary resolutionin this regard has been proposed for approval of the members. The information of Mr.Vikram Shroff seeking re-appointment as required pursuant to Regulation 36(3) of SEBIListing Regulations and the Secretarial Standard on General Meetings issued by TheInstitute of Company Secretaries of India is provided in the notice convening the 38thAGM of the Company.
During the year the Board of Directors of the Company on therecommendation of the Nomination and Remuneration Committee appointed Ms. Naina LalKidwai (DIN: 00017806) as an Additional Director (Non-Executive and Independent) effectiveOctober 1 2021 for a period of 5 years. The appointment was approved by the Members ofthe Company at the Extraordinary General Meeting held on March 30 2022.
All the independent directors of the Company as on March 31 2022 havegiven requisite declarations stating that they meet the criteria of independence laid downunder Section 149(6) of the Act and Regulation 16(b) of SEBI Listing Regulations. In theopinion of the Board there has been no change in the circumstances which may affect theirstatus as Independent Directors of the Company and the Board is satisfied of theintegrity expertise and experience (including proficiency in terms of Section 150(1) ofthe Act and applicable rules thereunder) of all Independent Directors on the Board. Interms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014 Independent Directors of the Company are registered on theIndependent Director Databank maintained by the Indian Institute of Corporate Affairs(IICA).
As on March 31 2022 the Company had the following Key ManagerialPersonnel as per Section 2(51) of the Act:
1. Mr. Rajnikant Shroff Chairman and Managing Director
2. Mr. Arun Ashar Whole-time Director
3. Mr. Anand Vora Global Chief Financial Officer
4. Mr. Sandeep Deshmukh Company Secretary and Compliance Officer
EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of Companies Act 2013 and the SEBI ListingRegulations the evaluation process for performance of the Board its various committeesindividual directors and the Chairman of the Board and respective Committees was carriedout during the year. Each director was provided a questionnaire to be filled up providingfeedback on the overall functioning of the Board its Committees and contribution ofindividual directors. The questionnaire covered various parameters such as structure ofthe Board/Committees board meeting practices overall board effectiveness attendance/participation of directors in the meetings etc. The directors were also asked to providetheir suggestions for areas of improvement to ensure higher degree of engagement with themanagement.
The Independent Directors during the year completed evaluation ofNon-independent/Non-promoter Directors and the entire Board including the Chairman. TheIndependent Directors expressed satisfaction on 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.
The Board also discussed the report of performance evaluation and itsoutcome.
COMMITTEES OF BOARD NUMBER OF MEETINGS OF THE BOARD AND BOARDCOMMITTEES
The Board has seven committees namely Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee Risk Management Committee Sustainability Committee and theFinance and Operations Committee. All the recommendations made by the Committees of Boardincluding the Audit Committee were accepted by the Board. The Board met seven times duringthe year under review. The maximum gap between two Board meetings did not exceed 120 days.A detailed update on the Board its Committees its composition terms of reference ofvarious Board Committees number of board and committee meetings held and attendance ofthe directors at each meeting is provided in the Report on Corporate Governance.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and RemunerationCommittee framed and adopted the Nomination and Remuneration Policy for selectionappointment and removal of directors senior management key managerial personnel (KMP)including their remuneration. The Board recognises that various Committees of the Boardhave a very important role to play in ensuring the highest standards of corporategovernance. The Chairman of the Board and other Directors form the broad policies andensure their implementation in the best interests of the Company.
The criteria for selection of directors senior management and KMPinter-alia include qualifications experience expertise integrity independence of thedirectors and board diversity.
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 independent directors are paid commission on uniform basis. TheIndependent directors are not entitled to any stock options.
The remuneration to the Managing Director and other Executive Directoris broadly divided into fixed and variable components. The fixed components comprises ofmonthly salary allowances perquisites and other retirement benefits. The variablecomponent comprise of performance based annual commission. The remuneration payable tothem is subject to approval of the members of the Company. The overall managerialremuneration payable to them shall not exceed 10% of the net profits of the Company. Inrespect of senior management the remuneration is based on their performanceCompany's performance individual targets achieved industry benchmark andcompensation trends in the industry. Their remuneration consists of monthly salary bonusperquisites KPI and other retirement benefits.
The Nomination and Remuneration Policy and Executive CompensationPolicy are available on the website of the Company athttps://www.upl-ltd.com/investors/corporate-governance/policies.
FA MIL I A R I S AT ION PROGR A MME FOR INDEPENDENT DIRECTORS
Pursuant to the SEBI Listing Regulations the Company has devised afamiliarisation programme for the Independent Directors with a view to familiarise themwith their role rights and responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc.
Through the familiarisation 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 familiarised 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 them which explains their role responsibility and rights in theCompany. Subsequently they are apprised of the Company's policies on CSR nominationand remuneration plant safety HR succession policy for directors and senior management.They are updated with global business scenario marketing strategies legislative changesetc. Factory visits are arranged to apprise them of various operational and safety aspectsof the plants to get complete understanding of the activities of the Company.
Details of familiarisation programme of Independent Directors areavailable on the website of the Company athttps://www.upl-ltd.com/investors/corporate-governance/ policies.
The Company continuously strives to be the best globally in all thedomains of its operations and believes that its employees are the core foundation of thisvision. The HR strategy is committed to creating an engaging workforce and aninspirational leadership that continuously powers this vision.
As on March 31 2022 the Company including group companies andsubsidiaries had 6931 employees in India and 13054 employees globally.
Key initiatives undertaken for Employees Continuous Performance
The implementation of myUPL (HRIS) platform helped in focusing on goalsand targeting achievements. Mid and Annual appraisals further strengthened ourperformance-based culture. The system helped in calibrations budget planning andcommunicating online providing seamless experience across all geographies.
Learning (Open Intel)
Learning has always been a focus for our organization to improveperformance of employees including new product trainings leadership self-improvement andbehavioral courses with launch of UPL Open Intel learning platform The coursesand trainings have seen a tremendous response. UPL was able to launch POSH Code ofConduct and Anti Bribery trainings across all geographies and is made mandatory for allnew joiners. The courses available includes soft skills and product related curriculumhelping employees in their jobs.
Multiple initiatives were undertaken for employee wellness in FY21-22which was in line with UPL values of Always Human Agile and Nothing is Impossible. Someof the initiatives are as under:
Expansion of Employee Assistance Program (EAP) platform to Genderfocused program
Self Defense Program for Women
Financial Wellness Workshop
Mindfulness Workshop on Stress Management and
Expansion of Services with health agencies to provide 24/7 health careto employees and their families and continued medical support to home quarantinedemployees.
Tie-up with external partners on employee wellbeing including onlinemedical consultation
Continued providing medical support by processing the reimbursements ofhome quarantine claims
Held vaccination drives and vaccination reimbursement (2nd dose) asper need and prevailing local laws and guidelines
People are the bedrock of our business strategy. To hear their views onorganization and culture UPL launched Open Mind Your Voice Matters an AnnualCulture Survey 2021. The survey saw a participation of 83% globally.
PARTICULARS OF EMPLOYEES
Details of remuneration as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed to this Report.
Particulars of employee remuneration as required under Section 197(12)of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report. In terms ofthe provisions of Section 136 of the Act the Annual Report is being sent to membersexcluding the aforementioned information. Any member interested in obtaining suchinformation may write to the Company Secretary of the Company.
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 Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 areprovided in Annexure 4 to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act 2013 the directorsconfirm that: a) In the preparation of the annual financial statements for the year endedMarch 31 2022 the applicable accounting standards have been followed alongwith properexplanation relating to material departures if any.
b) Such accounting policies as mentioned in the Notes to the financialstatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2022 and of the profit of the Company for theyear ended on that date. c) Proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) That the annual financial statements have been prepared on agoing concern basis. e) That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively. f) That systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
Corporate Governance MD&A and BRR
Your Company has been complying with Corporate Governance practices asset out in a separate report in pursuance of requirement of para C of Schedule V of SEBIListing Regulations. A certificate from B S R & Co. LLP Chartered Accountantsconfirming compliance of conditions of Corporate Governance as stipulated under the SEBIListing Regulations is part of this Annual Report. The Management Discussions and AnalysisReport and Business Responsibility Report forms part of the Annual Report as requiredunder the SEBI Listing Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with theapplicable Secretarial Standards issued by the Institute of Companies Secretaries of Indiarelating to the meetings of the Board and General Meetings.
CONSOLIDATED FINANCIAL STATEMENT
Consolidated financial statements are prepared for the year 2021-22 incompliance with the provisions of the Companies Act applicable accounting standards andas prescribed under the SEBI Listing Regulations. The consolidated statements are preparedon the basis of audited financial statements of the Company its subsidiaries associatesand joint ventures. These consolidated financial statements along with the Auditor'sReport thereon form part of the Company's Annual Report.
Pursuant to Section 92(3) of the Companies Act 2013 a copy of thedraft Annual Return as on March 31 2022 has been placed on the website of the Company andthe web link of such Annual Return is https://www.upl-ltd.com/investors/financial-results-and-reports/annual-reports.
EVENTS AFTER BALANCE SHEET DATE
The shareholders of the Company at the Extraordinary General Meetingheld on March 30 2022 approved the Buyback of fully paid-up equity shares of face valueof 2/- each from the equity shareholders of the Company (other than the promoters thepromoters group and persons in control of the Company) for an aggregate amount notexceeding 1100 crores (Rupees One Thousand One Hundred Crores only) being 14.56% and5.71% of its total paid-up share capital and free reserves as on March 31 2021 (on astandalone and consolidated basis respectively) for a price not exceeding 875/- (RupeesEight Hundred Seventy Five only) per Equity Share through the open market route throughthe stock exchanges where the equity shares of the Company are listed.
An unfortunate incident of fire occurred at one of the plants at ourAnkleshwar Unit 1 on May 6 2022. The emergency response team with the help of local firebrigade brought the fire under control on instantaneous basis. The Company has lodged thenecessary insurance claim. The Company is committed to put in place best global practicesso that similar incidents are not repeated in future.
Apart from the above there have been no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year of the Company to which the balance sheet relates and thedate of this Report.
1. There was no change in the nature of business of the Company asstipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules 2014.
2. There is no application made or proceeding pending under theInsolvency and Bankruptcy Code 2016 during the financial year 2021-22.
3. There was no instance of one-time settlement with any Bank orFinancial Institution.
The Board of Directors wish to place on record its deep sense ofappreciation for the committed services by all the employees of the Company. The Board ofDirectors would also like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government of India andGovernment of various countries where the Company has operations Government authoritiescustomers vendors and members during the year under review.
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.
| ||On behalf of the Board of Directors |
| ||Rajnikant Devidas Shroff |
| ||Chairman and Managing Director |
| ||(DIN: 00180810) |
|Mumbai || |
|May 9 2022 || |