PROPOSAL FOR CREATING A JOINT VENTURE WITH AN AIM OF INSTALLING WIND POWER IN INDIA Groupe F EMPLOYMENT Our priority is to create employment and to provide enriching training in an underdeveloped country in order to enhance economic growth. It’s our way of working. We would like to hire qualified Indian engineers as well as unskilled workers who will be trained by 4 French manager and 2 French engineers. Organisation of the management It consist of 4 managers : Mister DURANT : Business man specialized in human resources, he will be the manager of all the project. Mister DUPONT : Business man specialized in financial part. Mister MARTIN : Engineer, manager of the assembly . Mister DUCOIN :Engineer, will be in charge of public relations, buying, logistics. Recruitment in India The 4 managers will go to GUJARAT, one month in advance, so as to begin to hire local inhabitants. Indeed, they will be able to choose their suitable team according to their effective needs and the required abilities. They will rent an office and put advertisements at the Universities in GUJARAT and in local newspapers in order to find candidates for interview. The 4 managers and 2 engineers will receive contracts limited in time period as follows : engineers and unskilled workers. A two- week training on windmill systems and assembly will be given to all the engineers and under skilled workers. After sales services The human resources manager will choose among the staff one engineer and one unskilled worker to be permanently in charge of the maintenance of the windmills. Assembly site in GUJARAT There will not be any buildings on the site, only an open-air area surrounded by wires and controlled by guards 24 hours a day to prevent the degradation of the equipment. Administration A building will be rented in AHMEDABAD. There will be the secretary and four offices for the managers where the accounting issues will be dealt with : The French secretary employed and one Indian house keeper. Facilities Transport : Drivers will be employed to transport the staff from AHMEDABAD to the assembly site and several trucks will be bought Meals : Three persons will be in charge of cooking and bringing fast food to the staff on site. House keepers : They will be employed to work in the manager flats. Details of employment and wages French staff 4 managers 2 engineers 1 secretary wages for wages for one person one person and 1 month and 7 month ($) ($) 7 860 5 000 3 570 Indian staff 8 engineers 20 unskilled workers 4 guards 1 house keeper 2 drivers 3 cookers 4 house keeper for manager houses 55020 35000 24990 115010 wages for wages for one person one person and 1 month and 7 ($) months ($) 800 250 150 100 100 100 100 5600 1750 1050 700 700 700 700 11200 TECHNICAL TERMS Windmill manufacturer recommended by EOLE society As we decided on the chat, we have proposed you a windmill manufacturer to help you produce the windmills. EED group (Espace Eolien Developpement) is one of our main manufacturers for this type of site. ESPACE EOLIEN DEVELOPPEMENT-EED- is a French, private, independent company providing expertise and technical assistance in the field of Wind Energy. Established in Lille, in 1992, EED is the fruitful result of ten years of vigorous daily effort to promote and experiment wind energy on a very difficult market We have been cooperating with them for ten years, so that we can ensure that they are totally competent and reliable. With their technology, we can plan a project of site installation. To produce a wind powered farm using 10MW, we suggest the installation of 14 windmills of 750kW with the following characteristics: ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Hub height: 46 m Rotor diameter: 48m Total height: 70m Rated wind speed: 14m/s Rotor speed (variable): 5-26 rpm Cut-in wind speed: 4m/s Cut-out wind speed: 25m/s Gearbox Type: integrated 2 stage with parallel shafts, or three-step planetary spur gear system Generator type: rotary current asynchronous with slip rings Inverter type: IGBT-frequency inverter Braking system: individual pitch regulation brake control system: fail safe Yaw system: motor driven with wind direction sensor and automatic cable unwind Control system: 32 bit microprocessor-based, embedded micro-controller, remote control operating system; microprocessor-based programmable logic controller (PLC); or equivalent Lightning protection system: lightning protection installed on blade tips, discharge inside the rotor blades along nacelle and tower. Sound proofing: structure borne noise insulation of the tower, sound reduced gearbox, noise reduced nacelle. Here is a forecast of the value breakdown for each step in the project development. Windmill project budget Windmill Civil Engineering Electricity Lifting/Transport Engineering 75% 8% 10% 4% 3% For the windmill itself, we have got the second value breakdown for each component: Components % (value) Blades Hub Multiplicator Generator Bearings Hydraulics system Electricity Pod and Hood Assembly Others Tower 14% 3% 14% 8% 4% 8% 9% 8% 3% 5% 24% Assembly explanations: We will be in charge of the assembly on the site and will provide all the materials and machines required to do a good job. We estimate that the assembly of one windmill will take approximately one month with ten persons. As a result, we will send EOLE experts during …..and local inhabitants that we will train especially for the windmill assembly methods. The financial details of such a project will be defined in the financial part of this document. As far as the maintenance is concerned, two local persons will be in charge of this task: during one month, they will be trained by our competent staff, then they will work permanently on the site to ensure an optimized level of performance of the wind power farm. Settlement of the wind farm site IWVC Site Selection committee has chosen the city of Ahmedabad as designee for the Joint Venture wind power project, however the site location has not been decided yet. Whatever the site location chosen, we can assert that the installation of a wind power plant will need a special national and regional development: ! Firstly, the ground will have to be smoothed by caterpillar tracks. ! Roads will have to be built in order to provide an access for materials trucks. ! Workers will need barracks and a system of shuttles to communicate with Ahmedabad. ! Finally, an electricity output will be made to connect to the national electricity grid. Developed by Espace Eolien Developpement - EED, Anémone is a tool to help to achieve windmill projects from the identification of the sites to the integration of the projects in the environment. Anémone is well adapted to develop a real project and can predict all the installations required: technical housing, achievements of roads and access ways, foundations and trenches built…. Environmental considerations India shows obviously great concerns about environment protection. Wind and other renewable energy forms must be preferred over conventional sources of generation. Indeed, wind energy is a free, renewable resource, source of clean, non-pollutant electricity. Unlike conventional power plants, wind plants emit no air pollutants or greenhouse gazes. The little impact of windmills over the noise produced by the rotor blades, aesthetic (visual) impacts, and the death of some birds by flying into the rotors, has been mostly resolved or greatly minimized through our technological development.* FINANCIAL TERMS The cost of the pre-project is about 50% of the total budget (R&D…) The cost of the global construction of a wind powered farm is estimated to $900 per kW 900*750*14 = 9,450,000 Total construction and assembly cost: $9,450,000 Total project budget: $18,900,000 Assembly costs details ($): Before assembly Clean the line Road construction Electric plant Links to network Subtotal 250000 275000 1000000 275000 1800000 Rental Cranes 400000 Machines, trucks Subtotal 500000 900000 Wages 126210 Total 2,826,210 =15% of the total project budget We propose to share the JV as following: Equity: Capital: IWVC 70% IWVC 65% EOLE 30% EOLE 35% We accept that the JV shall be financed through: debt 60%, and Equity 40%. After debate and prospecting Indian investors, we believe that IREDA financing contribution would be the most appropriate choice for this project. The J-V Board of Directors should consist of highly educated and experienced professionals. • • • • • • • • 2 IWVC executives, 1 EOLE executive (CEO, COO, a lawyer or policy liaison) 1 IWVC environmental engineer 2 EOLE engineers for development of plans 1 IWVC and 1 EOLE member for technical consulting 1 IWVC production manager 1 former/retired government official with experience with global politics of alternative energy issues 1 academic from a private alternative energy research firm 1 academic from a local university, specializing in wind powered farms as related to India JURIDICAL ASPECTS 1) PROCEDURES Of APPROVAL OF THE FOREIGN INVESTMENTS There are two procedures distinct from approval of the files of direct investment in India: automatic procedure of the Central Bank Indian (Reserve Bank of India or R.B.I.) and the normal procedure of Foreign Investment Board Promotion or F.I.P.B., depending on the Ministry for Industri. Procedure of approval of R.B.I .La R.B.I. is entitled to approve in an automatic way of the files of investment subject to the following principal conditions: - The total estimated remuneration of the transfer of know-how, in the form of fixed price (payment cash or " lumpsum ") and of royalties (" royalties "), should not exceed a ceiling of 2 milion USD. - The royalties do not exceed 5% of the local sales, and if they are exports, 8% of the turnover export. - The fixed price is regulated in three payments. - The products being the subject of the Indian joint venture are reproduced on the lists of the priority fields concerned with the automatic procedure (Parts A, B, C, D of the " eligible priority Sectors to automatic approval ") 100% of foreign capital authorized in the field of the production and electric distribution of power. Procedure of approval of " Foreign Investment Promotion Board " or F.I.P.B If the activity does not correspond to a priority sector, or if one wants to hold a participation in capital more significant than those envisaged by the automatic procedure of the R.B.I., the encountered higher level can be directly seized, i.e. the F.I.P.B., body dependent on the Ministry for the Industry whose office is ensured by the Secretariat for Industrial Assistance (S.I.A.). The F.I.P.B. formulates its recommendation on the file for the suitable authorities for final decision. Any project authorized by the F.I.P.B. and not exceeding an investment of 6 billion rupees is subject to the approval of the Minister of Industry. For the great projects of a value higher than this threshold, the decision of the F.I.P.B. must be confirmed by a committee of foreign investment of the Council of Ministers (" Cabinet Committee one Foreign Investment " or FI). Elsewhere, the F.I.P.B. can also authorize the creation of a subsidiary company with 100% of capital foreign for one duration of 3 with 5 year to allow with foreign investor to find an Indian partner on this periode. The F.I.P.B. itself endeavours in theory to make know its decision in a time of 30 days. 2) PROCEDURES OF APPROVALTHE PROJECT PROCEDURES Of APPROVAL OF the PROJETS COENTREPRISE (" jointed venture ") AUTOMATIC PROCEDURE PROPER AUTHORITY RESERVE BANK OF INDIA (RBI) at Mumbai. This project has to respond to the following criteria : Main sectors Capital participation 50 %, < 51%, <74% ou 100% NORMAL PROCEDURE FOREIGN INVESTMENT PROMOTION BOARD (FIPB) at New Delhi Project < 6 MD Rs. + authorization of the minister Transfer of the remuneration roof : 2 M $ US CABINET COMMITTEE ON FOREIGN INVESTMENT the royalties : 5% local sales, 8% of export benefic when minister disagrees with the FIPB decision cash subscription Project > 6 MD Rs. supression of requirement of contribution covering the importation equipement not machine occasion DECISION CRITERIA decision with It is not individually, but criteria necessary any more published to obtain the Consultation of authorization as a supervision ministry preliminary when the investment is Prioritees : not accompanied by exportation, creation a transfer of knowof job how Explanation asked information to if necessary the RBI within 1 month TIME 15 DAYS 30 DAYS 3) CUSTOMS DUTIES AND TAXES The custom duties in India are composed normally of two categories: basic duties (" BASIC duty " or data base) and additional duties (" additional duty " or AD). This last component is also known under the name of " countervailing duty ", because it is indeed the equivalent of the excise duties (" excise duty ") which levies the administration on the local manufacture of a similar product. - - The budget of 1999-2000 added a surtax (" special BASIC duty " or SBD) of 10% on the data bases. Only the goods subjugated to the maximum rate of 40% of data base are exempted of this surtax. The budget also maintained an imposition additional of 4% introduced by the budget 1998-99 (" special additional duty " or SAD). There exists, in addition, of the characteristics as for the method of calculation of the custom duties. It is first of all necessary to apply the basic duties plus the surtax of 10% to CIF price of the imported good, the additional duties applying then to the total. The additional imposition of 4% (SAD), once more, is applied to the amount cumulated after the taking into account of the additional duties. The rate can vary from a product to another, although pertaining to the same sector. Tax on the interest (" Interest Tax "): The banks and institutions and finance companies are subjugated with a tax of 2% on the interests. Tax rent: A private individual subjected to a rent exceeding 120 000 rupees per annum is held to deduce with the source a tax from 15% and to discharge it with the tax authorities. The applicable rate is 20% when the tenant is not a private individual (e.g.: company). Tax on the interest (" Interest Tax "): The banks and institutions and finance companies are subjugated with a tax of 2% on the interests. Tax rent: A private individual subjected to a rent exceeding 120 000 rupees per annum is held to deduce with the source a tax from 15% and to discharge it with the tax authorities. The applicable rate is 20% when the tenant is not a private individual (e.g.: company). Tax on the interest (" Interest Tax "): The banks and institutions and finance companies are subjugated with a tax of 2% on the interests. Tax rent: A private individual subjected to a rent exceeding 120 000 rupees per annum is held to deduce with the source a tax from 15% and to discharge it with the tax authorities. The applicable rate is 20% when the tenant is not a private individual (e.g.: company). 4) THE PROCEDURES OF RECORDING Conditions of recording the founders (" promoters ") of the company must initially obtain the agreement of the " Registrar of Companies " on the selected corporate name, and certain rules will have to be complied with. A bill aiming at modifying the legislation of the marks in India, proposes a clause prohibiting a company from using like corporate name the name of the already existing mark of another company. This measurement, if it is adopted by the Parliament, will require from now on a consultation of the Register of the Marks by the " Registrar of Companies ", which will give its agreement to the name suggested. The file of request for recording must comprise the statutes of the company (the " Memorandum of Association " or MOA and the " Articles of Association " or AOA) and the certificate of checking of a lawyer or an auditor. The composition of the board of directors of the company must also accompany the MOA. The procedure of creation of a company in India can last approximately a month. It is the " Registrar " being competent on the sites which give its agreement to creation. It issues a certificate of recording then (" Certificate of Incorporation "). If it is about " Private Limited Company ", the activity will be able to begin with immediate effect. On the other hand, for a " Public Limited Company ", it will remain to obtain a " Certificate of Commencement of Business " delivered after mobilization of the minimum capital to subscribe. 5) TAXES TAXES ON THE WAGES Convention free-Indian of nondouble taxation does not apply when the wages are paid by the Indian employer. If expatried is sent by the French company for a short duration and if its wages are versed in France by the French company, it is not indebted in India, provided that its presence in India extends over one period or from the periods not exceeding on the whole 183 days during the fiscal year considered. The scale (1997-98) applied to the wages is the following: Annual income in rupees Rate 0 to 50.000 0% for part 50.001 to 60.000 10% for part 60.001 to 150.000 20% for the part exceeding 150.000 30% CORPORATION TAXES Companies of FOREIGN RIGHTS (succursale, arranges banking, building site) • • • • • Corporation tax: 48% Tax on the dividends: this tax was suppressed. Interests on the granted loans: 20% Capital gains tax long-term: 20%. Other incomes: 48%. 6) WAGES REMUNERATION OF THE LEADERS Although the authorization of the Central Bank or the government necessary any more for the nomination of one is not expatried as general manager of the company, his wages in India remains nevertheless subjected to ceilings fixed by the authorities. With regard to a company which releases from the benefit, the wages of the senior executive (" managerial let us persons "), including that of the general manager, should not exceed 10% of its benefit Net. If there would not be that only one higher framework, the ceiling is brought back to 5% of the benefit Net. You can have a look at the annexes for more precisions. ANNEXES WAGES MONTHLY WAGES FOR THE OFFICE STAFF IN ROUPIES Director 20 000 à 55 000 Rs Engeneer 15 000 à 40 000 Rs Accountant 10 000 à 30 000 Rs Secretary 5 000 à 15 000 Rs operator 3 000 Rs Orderly 2 500 Rs DOMESTIC STAFF Driver 2 500 à 4 000 Cooker 2 000 à 4 500 House keeper 1 500 à 2 500 Babysiter 1 200 à 3000 Sweeper 600 à 2 300 Dhobi (for washing dress) 350 à 1 200 gardener 600 à 1800 Chowkidar (body guard) 1 500 à 2 500 Couple (for the task of cook, house keeper...) 3 000 à 5 000