Uttar Pradesh Pasudhan Udyog Nigam, Ltd., Directorate of Animal Husbandry, Gokaran Nath Road, Badshah Bagh, Lucknow-226001 Phone No. : 0522-2740010 Ltter No. 175 /UPPUNL/Camp/Lucknow Dated : 19-11-2010 INVITATION OF PROPOSALS FOR SALE OF EQUITY SHARES Uttar Pradesh Pasudhan Udyog Nigam Lt. (UPPUNL), a Govt. of U.P. undertaking having its registered office at Gokaran Nath Road, Badshah Bagh, Lucknow, intends to invite sealed Bids for sale of its equity share stake in M/s Hind Agro Industries Ltd. (HAIL) (an unlisted company). The details of HAIL company are as under :1. Name of the Company - M/s Hind Agro Industries Ltd. (HAIL) CDF Complex, Anup Shahr Road, Aligarh, U.P. 2. No of Equity Shares 20 lakhs shares of face value Rs. 10 each fully paid up. 3. UPPUNL's(%) share - 6.03% of the total paid up equity share holding equity share capital of HAIL 4. Product - Frozen meat Terms & Condition of the Bid A. The bids in sealed cover super scribing on the envelop "Proposal for purchase of equity shares of Hind Agro Industries Ltd." along with the details of the offered to be submitted in the office of Managing Director of M/s UPPUNL by 1300 hours (IST) on 30th Nov. 2010 B. Bids shall be accepted for the entire lot of 20 lakh shares and not for any part thereof. C. All Bids shall required to be accompanied with earnest money of Rs. 20 lakhs only by way of demand draft issued by a scheduled Bank payable in favour of Uttar Pradesh Pasudhan Udyog Nigam Ltd., payable at Lucknow. D. The Financial Bid (to be submitted in a sealed envelope alongwith Bid Document mentioned at 'C' above) shall be accompanied by a Demand Draft issued by a scheduled Bank payable in favour of Uttar Pradesh Pasudhan Udyog Nigam Ltd., payable at Lucknow, for an amount equal to 50% of the Financial Bid, less the earnest money amount of Rs. 20 lakhs. E. UPPUNL shall make an offer of the highest bid received and accepted, first to M/s Hind Industries Ltd. (HIL), its co-promoters in HAIL, who shall have the right of first refusal, and upon such right having been exercised by HIL, the bid may be finalized in favour of the successful bidder. F. The successful bidder shall be required to deposit the balance 50% of the bid by demand draft within 15 days of acceptance and confirmation of the bid by UPPUNL. G. UPPUNL reserves the right to accept/reject any or all proposals without assigning any reason therefore. H. The Production facilities of HAIL would be available for visit by prospective bidders on 25th, 26th and 27th November, 2010 between 0800 HRS and 1600 HRS. I. The bid documents may be downloaded from the website of UPPUNL http://animalhusb.up.nic.in Managing Director, Uttar Pradesh Pasudhan Udyog Nigam, Ltd., Lucknow INVITATION TO BID FOR PURCHASE OF 6.03% STAKE AMOUNTING TO 20,00,000 EQUITY SHARES HELD BY UTTAR PRADESH PASUDHAN UDYOG NIGAM LTD. (UPPUNL) IN M/S HIND AGRO INDUSTRIES LIMITED, CDF COMPLEX, ANUPSHAHR ROAD, ALIGARH-202122 1. PURPOSE. Uttar Pradesh Pasudhan Udyog Nigam Ltd. (UPPUNL), a Government of Uttar Pradesh undertaking, intends to dispose of by way of a one-time, lump-sum, sale of its equity shareholding consisting of 20 lakh numbers equity shares, fully paid up, of face value Rs. 10 each, aggregating to total value of Rs.2,00,00,000/- (Rupees Two crores), in M/s Hind Agro Industries Ltd. (hereafter called HAIL), a company registered under the Companies Act, 1956, and having its registered office and production facilities at Central Dairy Farms (CDF) Complex, Anupshahr Road, Aligarh -202122. HAIL’s shares are not listed on any stock exchange. 2. BACKGROUND. HAIL is a closely held public limited company. It was incorporated on 315-1994 and is a joint venture (JV) promoted by UPPUNL, the Pradeshiya Industrial & Investment Corporation of U.P. Limited (PICUP), and M/s Hind Industries Ltd., a listed public limited company, and promoter group consisting of Shri Sirajuddin Qureshi, Shri Samar Qureshi, Dr. Mohd. Abdul Haleem, etc. UPPUNL was formed as a fully-owned U.P. Government undertaking on 14-5-1975 with the objective of Meat and Dairy development. In pursuance of a Joint Venture Agreement dated 22-11-1993 executed between UPPUNL and Hind Industries Ltd., HAIL was allotted land admeasuring 50 acres at Central Dairy Farms (CDF) Complex, Anupshahr Road, Aligarh - 202122 by UPPUNL on 26-9-1996, for the specific purpose of setting up of Integrated Abattoir-cum-Meat processing unit, in consideration of which, UPPUNL was allotted 20,00,000 shares (Twenty lakh shares) of HAIL of face value Rs.10 each in the year 1996-97. PICUP is a wholly owned Government of Uttar Pradesh undertaking, engaged in providing financial services to industry in the state of Uttar Pradesh. PICUP has subscribed in the equity share capital of HAIL pursuant to Joint Sector Co-promoters agreement dated 25-3-1995 to the extent of Rs. 4.20 crores, out of which Rs. 2.10 crores has been subscribed in the form of promoters’ equity on its own behalf, and another Rs. 2.10 crores has been subscribed on behalf of the Ministry of Food Processing Industries, -1- Government of India, to be held by PICUP as Nodal Agency of the said Ministry pursuant to drawal of a loan of the said amount under Agreement for Loan for Investment in the Joint Sector project between the Ministry and PICUP dated 25-9-1995. HAIL is the second largest exporter of buffalo meat and meat products from India. The company has set up a 100% Export Oriented Unit (EOU) having modern integrated Abattoir-cum-Meat processing plant for Buffalo and Sheep meat with a capacity of 1,20,000 MTPA at the above location in District Aligarh, U.P. HAIL’s state-of-the-art plant has been set up as per the standards of Department of Primary Industries & Energy (DPIE) – Australia, conforming to US FDA and EEC specifications. The plant has been established on turnkey basis with the world renowned companies of New Zealand and Australia as technical collaborators. Major countries to which the products of the company are being exported include the UAE, Egypt, Lebanon, Malaysia, Jordan, Hong Kong, the Phillipines, Saudi Arabia, Singapore, Vietnam, etc. HAIL is a Government recognized trading house and has bagged many prestigious awards from APEDA and National Productivity Awards for export excellence in meat industry from Ministry of Commerce, Government of India. 2.1 Shareholding Pattern of HAIL as on date Folio No. Name of Shareholder 1. 2 3 4 5 6 8 Shri Sirajuddin Qureshi Smt. Kiran Qureshi Ms. Shehla Qureshi Shri Samar Qureshi Dr. Mohd. Abdul Haleem Dr. Mohd. Naseem Qureshi U.P.Pasudhan Udyog Nigam Ltd. (UPPUNL) Hind Industries Ltd. The Pradeshiya Industrial & Investment Corporation of U.P.Ltd.(PICUP) IFCI Ltd. Total 9 10 11 No. of Equity Amount (Rs.) Shares (Face Value - Rs. 10/-) Percentage Shareholding 20 10 10 10 10 10 20,00,000 200 100 100 100 100 100 2,00,00,000 0.00 0.00 0.00 0.00 0.00 0.00 6.03 2,42,50,000 42,00,000 24,25,00,000 4,20,00,000 73.15 12.67 27,00,000 3,31,50,070 2,70,00,000 33,15,00,700 8.15 100.00 M/s Hind Industries Ltd., the major shareholder in HAIL, is a listed public limited company, having its registered office at A-1, Phase-I, Okhla Industrial Area, New Delhi-110020 and production facilities for Fresh and Frozen Meat at B-42, Site-IV, Industrial Area Sahibabad, Ghaziabad. -2- The company had turnover of Rs.122.45 crores in the year ending March, 2010 and had reported net profit of Rs. 2.48 crores. The closing share price of HIL on Bombay Stock Exchange was Rs. 85.55 on November 18, 2010. Details regarding M/s Hind Industries Ltd. are available on its website www.hindindustries.net. 2.2 Management HAIL is a Board managed company with the following directors: S/Shri 1. Dr. Harsharan Das, IAS, Secy. to Government of U.P.(GoUP) - Nominee – UPPUNL R.K. Goyal, Spl. Secy. to GoUP; Nominee UPPUNL B. Banerjee, Nominee IFCI Rakesh Gupta, Nominee PICUP K.D.Sharma, Nominee PICUP Sirajuddin Qureshi, Managing Director B.B.Huria Samar Qureshi Ishtiaque Abidi Dr. S.K.Ranjhan Smt. Kiran Qureshi 2. 2.3 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Product and Installed Capacity of HAIL 3. Boneless Veal (Buffalo) - Frozen : 9000 MTPA Boneless Buffalo – Frozen : 102000 MTPA Sheep – Fresh : 9000 MTPA Physical Performance Of HAIL in last 5 Years Year 2005-06 2006-07 2007-08 2008-09 2009-10 Capacity Utilization (%) 45.35 50.16 34.30 40.44 45.78 -3- 4. Financial Performance of HAIL and Key Ratios All figures, Rs., crores 2009-10 2008-09 2007-08 2006-07 2005-06 Share Capital Reserves & Surplus Net Worth Total Assets Gross Fixed Assets Secured Loans Turnover Net Profit Return on Net Worth Return on Equity Net Profit Margin (Net Profit/Turnover) Asset Turnover (times) Turnover/ Total Assets Dividend Per Share Earnings Per Share Book Value 33.15 55.25 88.40 299.10 148.76 143.41 691.85 5.20 5.88% 15.69% 0.75% 33.15 50.05 83.20 304.10 144.70 143.18 638.38 15.17 18.23% 45.76% 2.38% 33.15 34.88 68.03 247.85 141.07 143.77 363.12 2.29 3.37% 6.91% 0.63% 33.15 32.60 65.75 228.66 139.15 127.94 480.41 10.76 16.37% 32.46% 2.24% 33.15 21.83 54.98 205.14 140.93 121.72 392.35 7.80 14.19% 23.53% 1.99% 2.31 2.10 1.47 2.10 1.91 1.57 26.67 4.58 25.10 0.69 20.52 3.25 19.83 2.35 16.59 HAIL has entered into One Time Settlement agreement with IFCI and IDBI. 5. Future Expansion Plans and Growth Prospects of HAIL The company is continuously making efforts for tapping new international markets. It is also making efforts to upgrade the quality, reduce costs and add value to its products, which is beneficial for the longrun growth. It has decided that keeping its expertise in establishment of modern slaughter houses in mind, it would be applying for awards of contracts in this sector through various agencies such as Corporations/ Nagar Nigams via PPP route. 6. Instructions to Bidders i. The bidder may be an individual, or a firm (sole proprietorship/ partnership), a body corporate, company, trust or society, provided that in the case of an individual, he shall be an Indian citizen, and if a concern as above, be registered under an Indian law in force. ii. The prospective bidders may obtain copies of the audited balance sheets and profit and loss accounts of HAIL from the office of UPPUNL, or scrutinize the same on any working day from 1000 hours to 1800 hours (Monday to Saturday) by contacting Dr. M. G. -4- iii. Tariq, General Manager, UPPUNL / Chief Veterinary Officer, Aligarh – Address: Vikas Bhawan, Aligarh. Contact Telephone No.09927801944; Office Phone : 0571-2742041. The production facilities of HAIL would be available for visit by prospective bidders on 25th, 26th and 27th November, 2010 between 0800 HRS and 1600 HRS. HAIL’s contact person for this purpose is : Shri R.K.Goyal, Chief Financial Officer. Contact Telephone Nos. 09891971111. iv. The bids are to be submitted in the office of Managing Director of M/s UPPUNL by 1300 hours on 30th Nov., 2010 at Directorate of Animal Husbandry, Gokaran Nath Road, Badshah Bagh, Lucknow226001. v. Bids shall be accepted for the entire lot of 20 lakh shares and not for any part thereof. vi. The Bids will be furnished in sealed cover superscribed “PROPOSAL FOR PURCHASE OF EQUITY SHARES OF HIND AGRO INDUSTRIES LIMITED” (the Proposal). The letter in Format ‘A’ annexed hereto shall be placed in the above sealed cover enclosing earnest money of Rs. 20 lakhs only by way of demand draft issued by a scheduled Bank drawn in favour of Uttar Pradesh Pasudhan Udyog Nigam Ltd., payable at Lucknow. vii. The Financial Bid, in Format ‘B’ annexed hereto, shall also be in a sealed cover superscribed “FINANCIAL BID” and shall be placed with the Proposal as per sub-clause (vii) above. viii. Proposals found wanting or deficient in requisite earnest money shall be summarily disqualified and the “FINANCIAL BID” accompanying therewith will not be opened. ix. x. All Financial Bids shall be accompanied by a Demand Draft issued by a scheduled Bank drawn in favour of Uttar Pradesh Pasudhan Udyog Nigam Ltd., payable at Lucknow, for an amount equal to 50% of the Financial Bid, less the earnest money amount of Rs. 20 lakhs. UPPUNL shall make an offer of the highest bid received and accepted, to M/s Hind Industries Ltd.(HIL), its co-promoters in HAIL, who shall have the right of first refusal, and upon such right having been exercised by HIL, the bid may be finalized in favour of the successful bidder. -5- xi. The successful bidder shall be required to deposit the balance 50% of the bid by demand draft within 15 days of acceptance and confirmation of the bid by UPPUNL. xii. In the event the successful bidder fails to deposit the balance 50% of the bid by Demand Draft within 15 days of acceptance of the bid by UPPUNL, the 50% upfront amount inclusive of the earnest money deposit of Rs.20 lakhs shall be forfeited to UPPUNL. xiii. UPPUNL reserves the right to accept/reject any or all proposals without assigning any reason therefor. xiv. All disputes shall be subject to jurisdiction of Lucknow courts only. Managing Director, Uttar Pradesh Pasudhan Udyog Nigam Ltd., Directorate of Animal Husbandry, Gokaran Nath Road, Badshah Bagh, Lucknow-226001 Telephone Nos. - 0522-2740010; Fax- 0522-2740202 website : http://animalhusb.up.nic.in -6- FORMAT ‘A’ The Managing Director, UPPUNL, Lucknow Sir, Subject : Proposal for Purchase of Equity Shares of M/s HIND AGRO INDUSTRIES LTD.(HAIL), Aligarh 1. I/ We have perused the proposal document for subject matter and other details, and am/are willing to purchase 20 lakhs equity shares of HAIL as mentioned above. 2. We have perused all the terms and conditions for making the offer as per advertisement dated _____ and the Instruction to Bidders contained in the Bid Document, and hereby communicate our agreement to be bound absolutely and unconditionally thereto. 3. I certify that I am a citizen of India./ We are a (here indicate details of constitution of offerer concern) registered under the (here indicate name of act under which registered). 4. In terms of the Clause 6 (vi), (Instruction to Bidders), we are enclosing herewith earnest money for Rs. Twenty lakhs only by Demand Draft no______dated_______ drawn on _____________in favour of M/s U.P.Pasudhan Udyog Nigam Ltd., payable at Lucknow. I/ We understand that no interest shall be payable on the earnest money. 5. The ‘Financial Bid’ in sealed cover is enclosed herewith. 6. This offer shall remain valid for a period of ____ days from the date of submission hereof. Signature of Authorized Signatory Name : Address : -7- FORMAT ‘B’ FINANCIAL BID The Managing Director, UPPUNL, Lucknow Sir, Subject : Financial Bid for Purchase of Equity Shares of M/s HIND AGRO INDUSTRIES LTD.(HAIL), Aligarh 1. In terms of the terms and conditions as contained in the Bid Document, I/ we hereby give our Financial Bid as under: -------------------------------------------------------------------------------- 2. Enclosed is Demand Draft no.______ dated_____drawn on________ for Rs.________crores only, being 50% of the Financial Bid, less Earnest Money of Rs. 20 lakhs. 3. I/ we undertake to repay the balance 50% of the bid amount within 15 days of acceptance and confirmation of the bid by UPPUNL. I/we further agree that in the event I/we fail to deposit the balance 50% of the bid by Demand Draft within 15 days of acceptance of the bid by UPPUNL, the 50% upfront amount inclusive of the earnest money deposit of Rs.20 lakhs shall be forfeited to UPPUNL. 4. This offer shall remain valid for a period of ____ days from the date of submission hereof. Signature of Authorized Signatory Name : Address : -8-