UPL Limited (UPL.NS) Earnings Call Transcript & Summary

Dear shareholders, good afternoon, and a very warm welcome to the Extraordinary General Meeting of UPL Limited being held through video conferencing facility. [Operator Instructions] Please note that the recording of the proceedings of the meeting shall be made available on the website of the company. I now request Mr. Jai Shroff, Chairman, to commence the proceedings.

Dear shareholders, good afternoon, and very warm welcome. Welcome to the Extraordinary General Meeting of UPL being held through video conference facility. [Operator Instructions] So good afternoon, dear shareholders and fellow directors, ladies and gentlemen. I hope all of you and your families are keeping good health and are doing well. I request a quorum -- the requested quorum is present, and now I call the meeting to order. I would like to introduce my colleagues on the Board and others invitees who are attending the EGM today. At the onset, I'd like to welcome R.D. Shroff, Chairman Emeritus of UPL Group. The Directors present at the EGM are: Vikram Shroff, Non-Executive Director; Hardeep Singh, Lead Independent Director; Naina Kidwai, Independent Director; Suresh Kumar, Independent Director; Carlos Pellicer, Non-Executive Director; Raj Tiwari, Whole-Time Director. Dr. Vasant Gandhi is unable to attend the meeting since he's currently traveling due to prior engagements. I'm also pleased to welcome Usha Rao, who is proposed to be appointed as an Independent Director for the second term of 5 years in the forthcoming AGM. We also have with us Mr. Rajendra Darak, the Vice Chairman of the UPL Group; Mr. Anand Vora, our Chief Financial Officer; Sandeep Deshmukh, Company Secretary. Further, we have representatives from all our statutory auditors, BSR & Co. LLP attending the meeting. I now request Sandeep Deshmukh to begin the formal proceedings of the meeting. Over to you, Sandeep.

Thank you, Chairman, sir. Good afternoon, dear shareholders and other attendees. As the members are aware, this Extraordinary General Meeting has been convened using audio-visual means in compliance with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India. The company has taken all possible steps to ensure that the shareholders are provided with an opportunity to participate in the EGM, either through video conferencing facility or watch the live webcast and to vote on the resolution. As the EGM is being held through video conferencing, appointment of proxies is not applicable. The Board of Directors have appointed Mr. Bhaskar Upadhyay, Practicing Company Secretary, as the scrutinizer to ensure that remote e-voting and e-voting at EGM is conducted in a fair and transparent manner. The scrutinizer is also present at the meeting. The notice dated 23rd June 2023, convening this meeting has already been circulated electronically to the members of the company. And with your permission, I take it as read. The special resolution at Item #1, namely to approve business realignment consisting of slump sale of Specialty Chemical business to a wholly-owned subsidiary, namely UPL Specialty Chemicals Limited is proposed in the EGM notice for approval of the members. May I now request Mr. Jai Shroff, Chairman, to brief the members on the proposed resolution.

Thank you, Sandeep. I'm sure you have all gone through the EGM notice, wherein we have explained the proposal in detail. As the members are aware, the company began its journey of realignment of business with the intent to create sustainable pure-play business platforms. We completed the first phase of realignment by creating 2 distinct pure-play platforms, namely domestic crop protection business, UPL Sustainable Agri Solutions Limited and Advanta Seeds business as Advanta Enterprises Limited. Post the completion of the first phase, the company holds investment -- holds investment in UPL Sustainable Agri Solutions Limited and Advanta Enterprises Limited with minority stakes held by leading global PE investors. As part of the investment, the company presently has 2 verticals: specialty chemicals and formulation. With the successful completion of phase of realignment, we now propose to complete realignment process by transferring Specialty Chemical business undertaking through UPL Specialty Chemicals Limited, a wholly-owned subsidiary established by -- established specialty chemical as a pure-play manufacturing platform of global scale for consideration of INR 3,572 crores. The undertaking consists of 10 manufacturing units, which will be transferred as a slump sale basis on an ongoing concern. The formulation business, considering our 3 units and the R&D facility at Thane will be retained by the company. The realignment of the Specialty Chemicals business will facilitate scaling up of this business as -- at a faster pace, accelerating growth in the B2B AI manufacturing and will also help achieving better operating efficiency. The objective of this proposal has been explained in detail in this explanatory statement. In terms of provision of Section 180 of Companies Act 2013, the approval of shareholders is accordingly sought for the special resolution at Item #1 of the notice. Before the voting lines opened at EGM, we will be happy to answer any queries, if any, beyond this proposal. Sandeep?

Okay. Thank you, Chairman, sir. We would now like to make a few announcements before we begin question-and-answer session. The resolution contained in the EGM notice has already been put to vote through remote e-voting facility provided by the company. Members who have not yet cast their votes and who have -- who are participating in this meeting will have an opportunity to cast their votes during the meeting through the e-voting system provided by Link Intime. Members can click on the option, favor or bid against, happening against the resolution description on the InStaMeet platform to avail this feature. Voting lines are open for voting at the EGM for those shareholders who have not yet voted. We request the shareholders to limit their speech to 2 minutes in the interest of time and the same shall relate only to the matter content in the EGM notice. Also, we urge the members to avoid repetition of questions asked by the earlier speakers. For convenience of all, the Board and Management will respond to the queries at the end. We'll now begin question-and-answer session.

Thank you, sir. We have a few instructions for the members who have registered their names for the question-answer session. The participation at this meeting and the facility of joining the EGM through video conference is being made available to the members on first come first serve basis. All members joining this meeting are by default placed on mute mode to avoid any disturbance arising from the background noise and to ensure smooth and seamless conduct of the meeting. The names of the shareholders who have registered as speaker shareholders will be announced, and those shareholders will be unmuted. The speakers will be required to unmute the audio and the click on the video button from their side for the 2-way interaction. In case of any speaker shareholder is not able to join through video mode for any reason, they can continue through audio mode by asking their questions. We would request the speakers to use the earphones so that they are clearly audible, minimize any noise in the background, ensure that WiFi is not connected to any other device. In case there is a connectivity problem at speakers end, we will move on to the next speaker to join. The speakers are requested to finally mention their names and the location from where they are joining. And once you've asked your question, you can continue to watch the proceedings of the EGM. If a member faces any technical issue, you can contact on the helpline numbers provided by the EGM notice. I now ask the first speaker, Mr. Praful Chavda to ask his question. Please unmute your audio, video and proceed.

I think he is not there.

Okay. You can proceed with the new speakers.

Okay I now request Mr. Yusuf Rangwala, to ask his question, please unmute your audio, video and proceed.

Hello?

Yes, sir, you are audible. Yes, we can hear you, sir.

Sir, I will ask 3 questions, sir. Question number wise, question number one, why did the company considers a slump sale and not demerger of the business? Question number one. Question number two, are there any plans for investors in this company, just like S.S and Advanta. And sir, I would like to know one more thing. After these 2 companies, whether this company will be listing on NSE or BSE? Point number three, after the 3 slump sales, what will be -- what is a business left after this in the UPL, sir, I would like to know. After the 3 slump sales, what will be your business left with sir? And I would like to know one more thing, sir. What is total number of staff at present, sir. [Foreign Language]. Point number four. Point number five. Sir, after this business, which you are -- I'm supporting the resolution, my full support and full faith in you, sir. We would have one of the leading in this company, sir. I'm having full support with you, sir. My full support for this resolution, sir. And nothing more to add. [Foreign Language] how is your health, sir? I would like to know regarding your health, sir? How is your health sir? Health is good, sir?

Very good.

Nothing more. How is your rain is going? Bombay, everything is raining, sir? Whether there is rain or no? Everything open, sir? I would like to know one more thing. Here raining is there [Foreign Language]. Thank you very much. May God bless our company, and [indiscernible] for giving me a link and also very excellent department, sir. Thank you very much, especially our Sandeep sir and his team for giving us link and also calling us, sir. Thank you very much [Foreign Language].

I now request Ms. Lekha Shah and Mr. Satish Shah to ask his questions. Please unmute your audio, video and proceed.

Lekha ma'am, you are unmuted. You can proceed with the question. Lekha ma'am, you are unmuted. Can you please process with the question.

Hello. Can you hear me, sir.

Yes, ma'am.

Thank you, ma'am. Respected Chairman, sir, Board of Directors, [indiscernible]. Good afternoon to all of you. Myself Lekha Shah from Mumbai. I acknowledge the timely receipt of notice, which was sent [indiscernible] time, our Company Secretary, Sandeep sir, and Ajit sir. [Technical Difficulty]. I believe any decision taken by Chairman sir will be good for shareholders. Chairman sir, I pray to God that He always showers his blessings upon you. Chairman sir, [Foreign Language]. Sir, what is the total [Technical Difficulty]. So I strongly and wholeheartedly support the special resolutions for today's meeting and my best wishes always to our company and its prosperity.

Can you please repeat the question? Ma'am, can you please repeat the question? We could not hear you.

Sir, what is the total number of employees? And how many women employees are working in our company?

Thank you, ma'am. Thank you.

Mr. Satish Shah, please, can you go ahead and ask a question?

Madam, Satish Shah [Foreign Language]. Thank you so much.

I now request Mr. Suresh Jain to ask his question. Please unmute your audio, video and proceed.

Hello? [Foreign Language]

Yes, we can hear you, you can ask the question.