History of United Phosphorus Ltd.

The Comp. was incorporated on 2nd January, 1985 as Vishwanath Commercials Limited. In February, 1985, the Comp. went public with an issue of 1,50,000 Equity Shares of Rs. 10/- each for cash at par aggregating Rs.15,00,000. The object of issue was to meet the working capital requirements, preliminary expenses & issue expenses. Subsequently in February 1994 Shri R.D. Shroff alongwith his family & investment companies acquired 78.61% of equity capital of Comp. & changed the name to Search Chem Industries limited In March 1995 the group reorganised the shareholding, as a result United Phosphorus Limited acquired 75% of Equity Capital of Search Chem Industries Limited from the family & investment companies of Shri R. D. Shroff. Subsequently in August, 1995 UPL acquired further 11560 shares thereby resulting in total holding of 79.72%. UPL purchased 8,500 Equity Shares from Shri R.D.Shroff & 1,86,810 Equity Shares from Shri R.D.Shroff family members & investment Companies. With this reorganisation UPL has become the promoter of Search Chem Industries Limited. Shri R.D. Shroff is the promoter of United Phosphorus Limited & alongwith his family & investment companies holds 35.39% of Equity Capital of United Phosphorus Limited. The Comp. was engaged in the business of trading in shares/debentures since incorporation, until it was taken over by Shri R.D.Shroff. Subsequent to the takeover, the Comp. has entered in to the chemical business.

The High Court of Gujarat at Ahmedabad had served a notice on 23/03/95 to 169 units including the Comp. for operating without the consent of Gujarat Pollution Control Board [GPCBs]. The Company advocates Messrs Nanavati & Nanavati, who were representing 158 units out of above mentioned 169 units could list out their representation of only the names of 110 units to the High Court within the limited time allotted to them.

Unfortunately, since the Company name did not figure in the 110 units listed out by Company advocate, the High Court treated the Company case as unrepresented & hence contempt of court for which the High Court ordered the closure of Company unit with effect from 18.04.95. Subsequent to the Company filing affidavits, the Court ordered the reopening of Company unit vide their order dated 01/05/1995, subject to the following remedial measures which have been adopted by Company:

1. Filing of undertaking before the Court as per their requirement.

2. Setting up Secondary Treatment Plant.

3. Installation of electricity meters to determine the quantum of electricity consumed by Controlling Devices & plants.

4. Follow up with GPCB, Gandhinagar for issue of consents under the water, air & Hazardous Waste Rules.

Thus the Company unit was closed from 18.4.95 to 01.05.95. for a period of 14 days.

MAIN OBJECTS OF THE COMPANY

The main objects of Comp. to be pursue by Comp. as contained in the Memorandum of Association is as under:

1. To carry on the business of dealers, importers, exporters, commission agents or otherwise of cotton, jute, cotton goods, jute goods, textiles, yarn, synthetic goods, fibrous materials, mill stores, coal, chemicals, paper, engineering goods & cast iron items & agricultural implements & other machinery.

In the Extraordinary General Meeting of shareholders of Comp. held on April 10, 1993, pursuant to Section 149[2As] of Company Act 1956, consent has been given for commencement to the Comp. for commencement of all or any of business specified in items nos. [bs] & [cs] of sub-clause 25 of Clause 3 of Memorandum of Association of Comp. namely:

To carry on the business of manufacturers, fabricators, processors, producers, growers, makers, importers, exporters, buyers, sellers, suppliers, stockists, agents, merchants, distributors & concessionaires of, & dealers in, commodities of all or any of following kinds:

b. Ammonium sulphate, nitrate [double-salts], Ammonium nitrate, Calcium ammonium nitrate [nitroline stones], Ammonium chloride super phosphate urea & other types of fertilisers of synthetic or natural origin containing nitrogen phosphorus or other compounds soda ash, pesticides, DDT seeds, Processed seeds, concentrate for cattle or poultry feed.

c. Drugs, medicines, chemicals, mixtures, powder, tablets, capsules, injections, oils, compounds, cements, paints, creams, scents, soaps, lotions, toiletries, goods, pigments & all kinds of pharmaceutical cosmetics & medicinal preparations required or used for beauty aid or personal hygiene or in allopathic, ayurvedic, unani, or nature cure methods or systems of treatments, bandages, cotton, gauzes, crutches, stretches & all kinds of anatomical orthopedic & surgical appliances & stores.

The above clauses/sub-clauses enables the Comp. to undertake the activities for which the funds are being raised for present issue & also the activities which the Comp. has been carrying on till date.

PRESENT BUSINESS OF THE COMPANY

The Comp. has facilities to manufacture the following:

1. Iso Propyl Bromide, Thi Diphenol & Other Specialty Chemicals 600 TPA 2. Phosphorus Pentoxide 500 TPA 3. Phosphorus Penta Chloride 350 TPA

NOTE

There have been no material changes in accounting policy affecting the reserves & profit/loss of Comp. in the last three years.

The Comp. has no subsidiary at present.

2001 - Demuric Holdings Pvt limited intends to acquire 60,35,640 shares of Comp. from the promoters inter se on or after 13th March at market price.

2003

-Search Chem Industries limited has informed the Exchange that at its meeting held on June 25, 2003 the BOD has resolved to forfeit 4393150 equity shares held by 4642 shareholders for non payment of arrears of allotment money.

-Shri Kanti Thacker has resigned as the Secretary of Comp. & Shri M B Trivedi has been appointed as Comp. Secretary of company.

-Manufacturing division of United Phosphorus limited was transferred to Search Chem Industries limited & the name of Search Chem Industries limited was changed to United Phosphorus limited after the transfer of manufacturing division. The name of United Phosphorus limited was changed to Uniphos Enterprises limited after the transfer of manufacturing division

-1s] The following Directors submitted their resignations from the Comp. : as] Dr. P V Krishna, bs] Mr. Kalyan Banerjee, cs] Dr. Anil Bhatt, ds] Dr. Reena Ramachandran; 2s] Shri M B Trivedi resigned as Comp. Secretary of company; 3s] Shri K M Thacker was appointed as Comp. Secretary of Company.

2004

-Acquires 20% stake in Cropserve, a Comp. based in South Africa

-Signs an agreement to acquire registration for production of Lenacil & Chloridazon from Agricola for UK, France & Italy

2005

- Delists equity shares of Comp. voluntarily from the Madras Stock Exchange Ltd [MSEs] with effect from January 19, 2005.

- Delists equity shares of Comp. voluntarily from the Stock Exchange - Ahmedabad [ASEs] with effect from March 31, 2005.

-United Phosphorus acquires CEQUISA

-Delists equity shares from the Vadodara Stock Exchange Ltd [VSEs] with immediate effect.

-Nath Biogene [Is] Ltd & United Phosphorous Ltd have signed an agreement with Biocentury of China for transfer of technology related to Bt cotton

-United Phosphorus acquires REPOSO S.A.I.C., Argentina

2007

- United Phosphorus acquires Argentinian firm

- United Phosphorous Limited has informed that Mr. S. Krishnan has been appointed as Chief Financial Officer [CFOs] of Company.

2008

-The Comp. has issued Bonus Shares in the Ratio of 1:1.