Draft Prospectus

DRAFT PROSPECTUS
Dated: [*] 2006
(To be updated upon filing with RoC)
SVP INDUSTRIES LIMITED
(Formerly known as Swarup Vegetable Products Industries Ltd.)
(Originally incorporated as Uttar Pradesh Pulp & Paper Mills Ltd. on October 24, 1961 with the Registrar of
Companies, Uttar Pradesh at Kanpur. The Company obtained its Certificate of Commencement of Business on
January 2, 1962. Subsequently, the name of the Company was changed to Swarup Vegetable Products Industries
Ltd. on September 30, 1970. The name of the Company was further changed to SVP Industries Limited w.e.f
June 30, 2004.)
Registered Office: Mansurpur, District Muzaffarnagar, Uttar Pradesh, India Pin: 251 203
Tel.: (01396) 252249; Fax: (01396) 252154
Corporate Office: B-67, 1st Floor, East of Kailash, New Delhi – 110 065
Tel.: (011) 26924932 / 26845616; Fax: (011) 26843285; E-mail: [email protected]
Website: www.svpindustries.in
Contact Person/Compliance Officer: Dr. Bhaskar Roy
INITIAL PUBLIC OFFERING OF 44,70,590 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A
PREMIUM OF RS. [*] PER EQUITY SHARE AGGREGATING RS. 3800 LAKHS (AT THE LOWER BAND OF
ISSUE PRICE OF RS. 85/- PER EQUITY SHARE) AND RS. 4470.59 LAKHS (AT THE HIGHER BAND OF
ISSUE PRICE OF RS. 100/- PER EQUITY SHARE) COMPRISING OF 2,23,530 EQUITY SHARES OF RS.
10 EACH RESERVED FOR THE ELIGIBLE EMPLOYEES OF THE COMPANY AND A NET OFFER TO
PUBLIC OF 42,47,060 EQUITY SHARES OF RS. 10 EACH (HEREINAFTER REFERRED TO AS THE
‘ISSUE’).
THE ISSUE WOULD CONSTITUTE 34.15% OF THE FULLY DILUTED POST ISSUE PAID-UP EQUITY
CAPITAL OF THE COMPANY AND THE NET OFFER TO THE PUBLIC WOULD CONSTITUTE 32.44% OF
THE FULLY DILUTED POST ISSUE PAID-UP EQUITY CAPITAL OF THE COMPANY.
Price Band: Rs. 85/- to Rs. 100/- per Equity Share of Rs. 10/- each
(The Company shall determine the Issue Price before filing the Prospectus with RoC)
RISK IN RELATION TO THE FIRST ISSUE
The Company has not made any public or rights issue since incorporation. However, Swarup Vegetable Products
Ltd. (the erstwhile name of the Issuer Company) was listed with the Delhi Stock Exchange in early 1970s, as per
the then prevailing listing guidelines laid down. The Company hardly had any trading, as there was no public
holding at all. The Company applied for Delisting, and the Delhi Stock Exchange delisted the Company’s shares
vide its letter dated May 23, 1994. For details, please refer to section titled “Other Regulatory and Statutory
Disclosures” at page no. 210 of this Draft Prospectus.
Since the Company has been delisted, there has been no formal market for the Equity Shares since May 1994.
This is the first issue of the Company to the Public. The face value of the shares is Rs. 10 and the issue
price is 8.5 times of the face value at the lower end of the price band, and 10 times the face value at
the higher end of the price band. The issue price (has been determined and justified by the Lead Merchant
Banker and the Issuer Company, as stated under ‘Basis for Issue Price’ paragraph beginning from page no. 40 of
this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the
Shares are listed. No assurance can be given regarding an active or sustained trading in the shares of the
Company or regarding the price at which equity shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any
funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read
the risk factors carefully before taking an investment decision in this offering. For taking an investment decision,
investors must rely on their own examination of the issuer and the offer including the risks involved. The
securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does
SEBI guarantee the accuracy or adequacy of this document. Attention of the investors is specifically invited
to the Section titled ‘Risk Factors’ beginning from page no. vii of the Draft Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft
Prospectus contains all information with regard to the issuer and the issue, which is material in the context of the
issue, that the information contained in the Draft Prospectus is true and correct in all material aspects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which make this document as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of the Company are proposed to be listed on The Bombay Stock Exchange Limited (“BSE”)
(The Designated Stock Exchange) and The National Stock Exchange of India Limited (NSE). The in-principle
approvals have been received from BSE and NSE, for listing of the Equity Shares, vide their letters dated [*] and
[*] respectively.
LEAD MANAGER TO THE ISSUE
REGISTRAR TO THE ISSUE
SREI CAPITAL MARKETS LTD.
KARVY COMPUTERSHARE PVT. LTD.
‘Vishwakarma’, 86 C
Topsia Road (South)
Kolkata – 700 046
Tel : +91-33-22850112-5/0124-7
Fax: +91-33-39873861/22857542
E-Mail: [email protected]
Website: www.srei.com
ISSUE OPENS ON
‘Karvy House’
46, Avenue 4, Street No. 1, Banjara Hills
Hyderabad – 500 034
Tel : +91-40-23420815
Fax: +91-40-23431551
E-mail: [email protected]
Website: www.karvycomputershare.com
ISSUE PROGRAMME
[*] 2006
ISSUE CLOSES ON
[*] 2006
TABLE OF CONTENTS
TITLE
PAGE NO.
SECTION I : DEFINITIONS AND ABBREVIATIONS
Conventional & General Terms
i
Issue Related Terms
i
Glossary of Technical & Industry Terms
iii
Abbreviations
iv
SECTION II : RISK FACTORS
i.
Forward-Looking Statements and Market Data
vi
ii.
Risk Factors
vii
SECTION III: INTRODUCTION
i.
Summary
1
ii.
The Issue
3
iii.
Summary of Financial Data
4
iv.
General Information
6
Statement of Responsibilities of LM
9
v.
vi.
Capital Structure of the Company
10
vii.
Objects Of The Issue
24
viii.
Basis for Issue Price
40
Statement of Tax Benefits
42
ix.
SECTION IV : ABOUT THE ISSUER COMPANY
i.
Industry Overview
46
ii.
Business Overview
51
iii. History of the Company and Corporate Structure
105
iv. Management and Organization
109
v.
123
Promoters and their Background
vi. Currency of Presentation
126
vii. Dividend Policy
126
SECTION V : FINANCIAL INFORMATION
i.
Auditor’s Report
ii.
Financial and Other Information of Group Companies
iii.
Management Discussion and Analysis of the Financial Condition and
of operations as reflected in the Financial Statements
127
148
Results
172
SECTION VI : LEGAL AND OTHER INFORMATION
i.
Outstanding Litigations And Defaults
179
ii.
Material Developments
199
iii. Government Approvals/Licensing Arrangements
SECTION VII : OTHER REGULATORY AND STATUTORY DISCLOSURES
199
205
SECTION VIII: ISSUE INFORMATION
i.. Terms of the Issue
213
ii.
215
Issue Procedure
SECTION IX : DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
SECTION X
225
: OTHER INFORMATION
i.
List of Material Contracts and Documents for Inspection
235
ii.
Declaration
237
SECTION I
DEFINITIONS AND ABBREVIATIONS
Conventional/General Terms
Term
Description
“SVP Industries Ltd.” Unless the context otherwise requires, refers to, SVP Industries Limited, a public
or the “Issuer” or the limited company incorporated under the Companies Act, and having its registered
“Company”,
“we”, office at Mansurpur, Distt. Muzaffarnagar, Uttar Pradesh, India, Pin: 251203
“us”, “our” and “SVP”
Group Company
Mansurpur Leasing and Finance Private Limited
Promoter(s)
Shall mean jointly Mrs. Ved Vati Swarup, Mr. Madhav Kumar Swarup, Mr. Prabhat
Kumar Swarup, Mr. Govind Swarup, and Mr. Ajay Kumar Swarup.
Promoter Group
As defined in Explanation II of Clause 6.8.3.2 of SEBI (Disclosure and Investor
Protection) Guidelines, 2000 and amendments thereof.
You
Promoter Group includes:
* Mr. Shravan Kumar Swarup
* Mrs. Saroj Rani Swarup
* Mrs. Abha Rani Modi
* Mrs. Radha Rani Modi
* Mr. Adarsh Swarup
* Mrs. Neera Rani Jalan
* Mrs. Namita Kumari Khemka
* Mrs. Bina Kumari Jalan
* Mrs. Vibha Swarup
* Mr. Siddharth Swarup
* Mrs. Manju Rani Swarup
* Mr. Rahul Kumar Swarup
Unless the context otherwise requires, refers to, investors.
Issue Related Terms
Term
Description
Allotment
Issue or transfer of Equity Shares pursuant to the Offer to the successful applicants in
the issue.
Allottee
The successful applicant to whom the Equity Shares are being/have been issued.
Applicant
Any prospective investor who makes an application for Equity Shares in terms of this
Draft Prospectus
Application Form
The form in terms of which the investor shall apply for the Equity Shares of the
Company
Articles/Articles of
Association/AOA
Articles of Association of SVP Industries Ltd.
Auditors
The statutory auditors of the Company, viz. M/s B.R. Maheshwari & Co., Chartered
Accountants.
Banker(s) to the
Issue
Bankers to the Issue being [*]
Board/Board of
Directors
Board of Directors of SVP Industries Limited or a committee constituted thereof
BSE
Bombay Stock Exchange Limited
Companies Act / the
Act
The Companies Act, 1956, as amended from time to time.
Depositories Act
The Depositories Act, 1996, as amended from time to time.
Depository
A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996, as amended from time to time.
Depository
Participant/DP
A depository participant as defined under the Depositories Act.
Designated Stock
Exchange
The Stock Exchange Mumbai, (BSE)/ Bombay Stock Exchange Limited
Directors
Directors of SVP Industries Limited from time to time, unless otherwise specified.
i
Eligible
Employee/Employees
All or any of the following are eligible for applying in Employee Reservation Portion:
i. a permanent employee of the Company
ii. Director of our Company (whether a whole-time director, part-time director or
otherwise)
Explanation: For the purposes of this definition, employees who are on probation are
deemed to be permanent employees of our Company, and hence eligible to apply
under the Employees Reservation Portion. Employees should be physically present in
India on the date of submission of the Application Form.
Employees would be eligible to apply under the Employee Reservation Option if they
are Employees (as per above definition) as on one day before Issue Opening Date.
Employee Reservation
Portion
The portion of the Issue being a maximum of 2,23,530 Equity Shares available for
allocation to eligible Employees
Equity Shares
Equity shares of the Company of Rs. 10/- each, unless otherwise specified in the
context thereof.
Equity Shareholders
Person(s) holding equity share(s) of the Company unless otherwise specified in the
context thereof
Fiscal or FY or Financial
Year
Twelve months ending March 31st of a particular year, unless otherwise specified.
Fresh Issue or Primary
Issue
The issue of 44,70,590 Equity Shares at the Offer Price by the Company pursuant to
this Draft Prospectus.
HUF
Hindu Undivided Family
Indian GAAP
Generally accepted accounting principles in India.
IPO
Initial Public Offering
IPO Committee
IPO Committee means a committee of the Board constituting of Mr. Govind Swarup,
Mr. Kishore Kumar Lahiri, and Mr. Ajay Kumar Jain
Issue/Offer
Initial Public Issue of 44,70,590 Equity Shares of Rs.10 each for cash at a premium of
Rs. [*] per share of the Company, in terms of this Draft Prospectus.
Issue Opening Date
The date on which the issue opens for subscription (i.e., [*], 2006)
Issue Closing Date
The date on which the issue closes for subscription (i.e., [*], 2006)
Issue Period
The period between the Issue Opening Date and Issue Closing Date and includes
both the dates.
The price at which the equity shares will be issued by the Company in terms of this
Prospectus (i.e., Rs. [*] per Share). The Issue Price will be decided by our Company
in consultation with the Lead Manager prior to filing of the Prospectus with the RoC.
SVP Industries Ltd.
Lead Manager to the Issue i.e., SREI Capital Markets Ltd.
The Memorandum of Association of SVP Industries Limited.
Issue Price
Issuer
Lead Manager/LM
Memorandum/MoA/
Memorandum of
Association
Mutual Funds
Net Issue to Public/
Net Offer to Public/
Net Issue
Non-Institutional
Investors
NSE
Offer Document/
Prospectus
OCB / Overseas
Corporate Body
Promoter(s)
Means Mutual Funds registered with SEBI pursuant to the SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time.
The Issue less the allocation to the Employees under the Employee Reservation
Portion aggregating to 42,47,060 Equity Shares.
All investors that are not Qualified Institutional Buyers or Retail Individual Investors
and who have applied for Equity Shares for an amount more than Rs. 1,00,000/-.
National Stock Exchange of India Limited.
The Prospectus filed with RoC in accordance with the provisions of section 60 of the
Companies Act containing inter alia the Issue Price and the number of Equity Shares
to be issued and certain other information.
A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60% by NRIs, including overseas trusts in which not less than
60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined
under Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000. OCBs are not allowed to invest in this
Offer.
Shall mean jointly Mrs. Ved Vati Swarup, Mr. Madhav Kumar Swarup, Mr. Prabhat
ii
Kumar Swarup, Mr. Govind Swarup, and Mr. Ajay Kumar Swarup.
Public Issue Account
In accordance with Section 73 of the Companies Act, 1956, an account opened with
the Banker(s) to the Issue to receive monies for the Public Issue.
Qualified Institutional
Buyers or QIBs
Public Financial Institutions as defined in Section 4A of the Companies Act, Foreign
Institutional Investors registered with SEBI, Scheduled Commercial Banks, Mutual
Funds registered with SEBI, Venture Capital Funds registered with SEBI, Foreign
Venture Capital Investors registered with SEBI, State Industrial Development
Corporations, Insurance companies registered with the Insurance Regulatory and
Development Authority, Provident Funds with minimum corpus of Rs. 2500 Lakhs,
Pension Funds with minimum corpus of Rs. 2500 lakhs, and Multilateral and Bilateral
Development Financial Institutions.
Registered Office
Mansurpur, District Muzaffarnagar, Uttar Pradesh, India Pin: 251 203
Registrar of
Companies or RoC
Registrar of Companies, Uttar Pradesh and Uttaranchal situated at West Cott Building,
The Mall, Kanpur - 208 001.
Registrar or
Registrar to the
Offer/Issue
Being the Registrar appointed for the Issue, in this case Karvy Computershare Pvt.
Ltd.
Retail Individual
Investors.
“Retail Individual Investor” means an investor who applies for securities of or for a
value of not more than Rs. 1,00,000/-.
SCML
SREI Capital Markets Limited a public limited company incorporated under the
provisions of the Companies Act and with its registered office at “Vishwakarma”, 86 C,
Topsia Road, (South), Kolkata-700 046
Stock Exchanges
NSE and BSE
Underwriters
[*]
Underwriting
Agreement
The Agreement dated [*] between the Underwriters and the Company to be entered
into before the filing of Draft Prospectus with the RoC.
Glossary of Technical and Industry Terms
Term
Description
BL
Bulk Litres
BOD
Biological Oxygen Demand
COD
Chemical Oxygen Demand
CL
Country Liquor
CM2
Square Centimetre
CSD
Canteen Stores Department
Cum
Cubic Meter
DDGS
Distillers Dried Grain Slops
DG
Diesel Generator
DM
Demineralised Water
HDPE
High Density Polyethylene
HP
High pressure
IMFL
Indian Made Foreign Liquor
KL
Kilo Litres
KLPD
Kilo Litres Per Day
KG
Kilogram
KV
Kilo Volt
KW
Kilo Watt
MT
Metric Tonne
MTPA
Metric Ton Per Annum
MVA
Mega Volt Ampere
MW
Mega Watt (1000 kilo watts)
iii
1 Metric Ton
1000 kilograms
1 unit of power
1 kilo watt hour/1000 watt hour
QTL
PLL
RCC
RO
RS
RTD
SS
TPD
TPH
Quintal
Potable Liquor Licence
Reinforced Cement Concrete
Reverse Osmosis
Rectified Spirit
Ready to Drink
Suspended Solids
Tonnes Per Day
Tonnes Per Hour
Abbreviation of Conventional/General Terms
Term
Description
AGM
Annual General Meeting of the shareholders.
AS
Accounting Standards as issued by the Institute of Chartered Accountants of India.
AY
Assessment Year
BIFR
Board of Industrial and Financial Reconstruction
BSE
Bombay Stock Exchange Limited
CAGR
Compounded Annual Growth Rate.
CDSL
Central Depository Services (India) Limited.
DIP Guidelines
SEBI (Disclosure & Investor Protection) Guidelines, 2000, as amended
DP
Depository Participant
ECS
Electronic Clearing System
EGM
Extraordinary General Meeting of the shareholders
EPS
Earnings per Equity Share
F&A
Finance & Accounts
FCNR Account
Foreign Currency Non Resident Account
FEMA
Foreign Exchange Management Act, 1999, as amended from time to time, and the
Regulations framed there under.
FI
Financial Institution
FII
Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Regulations, 1995), registered with SEBI under applicable laws in India.
FIPB
Foreign Investment Promotion Board
GIR Number
General Index Register Number
GoI
Government of India
HNI
High Net-worth Individual
HUF
Hindu Undivided Family
I.T. Act
The Income Tax Act, 1961, as amended.
MOU
Memorandum of Understanding
NA
Not Applicable
NAV
Net Asset Value
NRE Account
Non-Resident External Account.
NRI
Non-Resident Indian, as defined under Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended.
NRO Account
Non Resident Ordinary Account
NSDL
National Securities Depository Limited
P/E
Price/Earnings Ratio
PAN
Permanent Account Number
PAT
Profit After Tax
iv
PBDT
Profit Before Depreciation and Tax
PBIDT
Profit Before Interest, Depreciation and Tax
PBT
Profit Before Tax
PLR
Prime Lending Rate
RBI
The Reserve Bank of India.
RONW
Return on Net Worth
Rs./Rupee
Indian Rupee
SCRA
Securities Contracts (Regulation) Act, 1956 as amended
SCRR
Securities Contracts (Regulation) Rules, 1957, as amended.
SEB
State Electricity Board
SEBI
Securities and Exchange Board of India.
SEBI Act
Securities and Exchange Board of India Act, 1992 as amended
SEBI Takeover
Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover) Regulations, 1997, as amended.
SEBI Guidelines
Means the extant Guidelines for Disclosure and Investor Protection issued by
Securities and Exchange Board of India, constituted in the Securities and Exchange
Board of India Act, 1992 (as amended called Securities and Exchange Board of India
(Disclosure and Investor Protection) Guidelines, 2000)
TAN
Tax Account Number
WDV
Written Down Value
v
SECTION II
FORWARD-LOOKING STATEMENTS AND MARKET DATA
This Draft Prospectus contains certain “forward-looking statements”. These forward looking statements can
generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, intend”,
“may”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or phrases of
similar import. Similarly, statements that describe the Company’s objectives, strategies, plans or goals are also
forward-looking statements.
All forward-looking statements are subject to risks, uncertainties and assumptions about the Company that could
cause actual results to differ materially from those contemplated by the relevant forward-looking statement.
Important factors that could cause actual results to differ materially from the Company’s expectations include,
among others:
General economic and business conditions;
Company’s ability to successfully implement its strategy, its growth and expansion plans;
Factors affecting the distillery/alcohol industry;
Increasing competition in the distillery/alcohol industry;
Increases in labour costs, raw materials prices, prices of plant & machineries and insurance premia;
Inadequate availability of Raw Materials
Manufacturers’ defects or mechanical problems with Company’s plant & machineries or incidents caused by
human error;
Changes in the value of the Indian Rupee and other currencies;
Cyclical or seasonal fluctuations in the operating results
Amount that the Company is able to realize from the clients;
Changes in laws and regulations that apply to the distillery/alcohol industry;
Changes in fiscal, economic or political conditions in India;
Social or civil unrest or hostilities with neighboring countries or acts of international terrorism;
Changes in the foreign exchange control regulations, interest rates and tax laws in India.
For further discussion of factors that could cause Company’s actual results to differ, please see the section
entitled “Risk Factors” included in this Draft Prospectus. In the light of inherent risks and uncertainties, the
forward-looking statements, events and circumstances discussed in this Draft Prospectus might not occur and are
not guarantees of future performance.
Neither the Company, it’s Directors and Officers, any member of the Issue Management Team nor any of their
respective affiliates has any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition. In accordance with SEBI requirements, for purposes of the Issue, the Company and the
Lead Manager to the Issue will ensure that investors in India are informed of material developments relating to
the business until such time as the grant of listing and trading permission by the Stock Exchanges.
Market Data
Unless stated otherwise, the financial data in this Draft Prospectus is derived from the restated financial
statements prepared in accordance with Indian GAAP, beginning from page 127 of this Draft Prospectus. The
fiscal year commences on April 1 and ends on March 31. In this Draft Prospectus, any discrepancies in any table
between the total and the sums of the amounts listed are due to rounding off.
All references to “India” contained in this Draft Prospectus are to the Republic of India. All references to “Rupees”
or “Rs.” are to Indian Rupees, the official currency of the Republic of India
Industry and market data used throughout this Draft Prospectus has been obtained from Government of India
sources, Industry Association sources, publications and articles available in the public domain and internal
Company reports. Although industry and market data used in this Draft Prospectus is reliable, it has not been
independently verified. Similarly, internal Company reports, while believed by the Company to be reliable, have
not been verified by any independent sources.
vi
RISK FACTORS:
An investment in the company’s Equity Shares involves a high degree of risk. One should carefully
consider all of the information in this Draft Prospectus, including the risks and uncertainties
described below, before making an investment decision. Risks have been quantified, wherever
possible. If any of the following risks actually occur, the business, financial condition and results of
operations could suffer, the trading price of the Equity Shares may decline and you may lose all or
part of your investment.
A.
INTERNAL TO THE COMPANY
1.
Non-availability of raw material and other resources
Alcohol industry being a raw material intensive industry, the Company is constantly exposed to possible
unpredictability in the supply of raw materials. Disruption in the supply of raw material may lead to
hampering of the production process flow. Uncertainty over the availability of raw materials such as
molasses, grains and other sources such as water, power, skilled manpower etc may also affect the
Company’s operations and in turn the profitability of the Company.
Management Perception
The main raw material viz., molasses is procured from the numerous sugar mills in the Company’s
neighbourhood. All the major raw materials are easily available in the vicinity of the plant site. The plant site
is well connected with public roads thus ensuring an uninterrupted supply of raw materials. The Company, in
order to reduce its dependence on molasses as primary raw material, is setting up an Alcohol plant, which
would have the capacity to run on both grain and molasses.
2.
Prices of Raw Material and Finished product
The Company is mainly engaged in manufacture of Country liquor, Rectified Spirit, and IMFL products, and
the main raw material is molasses, which is a by-product of Sugar industry. Due to shortfall in sugarcane
production, on account of drought during any season, there could be substantial increase in the prices of
molasses, which could affect the profitability of the Company.
Management Perception
Increase in prices of molasses is purely seasonal in nature and the prices settle down with each new
sugarcane crop season. In the event, there is a fall in supply of molasses, the Company, in order to tide over
the situation, will import molasses at competitive prices from neighbouring countries. With a very robust
sugar industry currently, the Company does not foresee any major fall in production of molasses, and
consequently does not see any adverse price volatility.
Also, the Company, in order to reduce dependence on molasses, is setting up a 50 KLPD Grain cum Molasses
based plant in the current project.
3.
Rise in Input Costs
The input costs of the products of the Company may increase due to various reasons. In case the Company is
not able to pass on such increase to the consumers because of competition or otherwise, it may affect the
profitability of the Company.
Management Perception
The Company constantly endeavours to procure raw materials and packing materials at the lowest prices
using its long-term association with the suppliers and constantly developing new sources. The Company will
also follow prudent pricing policy to keep the costs under check.
The risk on account of price fluctuation in raw material is reduced to a significant extent by passing
incremental raw material cost to the prices of finished products thereby insulating the Company from
fluctuation in raw material prices. Profitability will depend upon the extent up to which the company is able to
pass on the burden of rise in the price of raw material to the consumers.
4.
Change in Technology
Any failure to keep abreast of the latest trends in the IMFL industry may adversely affect the competitiveness
and ability of the Company to compete with newer generation products.
Management Perception
The Company is in the liquor business for over 35 years, and has the requisite experience and ability to adapt
to newer generation products and technology. The Company is well aware of the development of market
description, consumer preferences, competition, regulations etc.
vii
5.
The Company’s sustained growth depends on its ability to attract and retain skilled personnel.
Failure of the Company to attract and retain skilled personnel could adversely affect the
Company’s growth prospects.
Management Perception
The Company has devised a sound human resource policy to develop and retain its key management
personnel and talent and the Company has been able to retain significant part of its manpower, talent and its
employee turnover has been very low over the years.
6.
Termination of Bottling Arrangements
The Company has entered into bottling arrangements with other companies for IMFL supplies. The Company
is therefore exposed to the inability of any of such tie-up units to market their brands of IMFL effectively due
to any reason. Either party can terminate these tie-up contracts. Further details of these contracts or
arrangements are given on page no. 95 and 99 of this Draft Prospectus.
Management Perception
In such an eventuality, the Company can either try to utilize the capacity available or enter into contracts
with other well-known brands to cater to their requirement. Moreover, these tie-ups are reciprocal in nature
and it is a practice followed by most of the companies in this trade and the Company does not foresee any
problem in this area.
7.
Time and Cost overrun
The Company, as regards this Project, has made certain assumptions on the time frame by which the Project
will be completed. Also, the sanctioning of the loans is contingent on the satisfaction of certain conditions
such as raising of funds through IPO etc. In case there is a delay in complying with any of the conditions, it
may result in time and cost over run, which in turn may adversely impact the future profitability.
Management Perception
The Company hopes to work in a time-bound implementation schedule as mentioned at page nos. 34 and 35
of the Draft Prospectus.
8.
Size of the Project
The total cost of the project is Rs. 5000 lakhs, excluding IPO expenses. Although the promoters have
experience in the Alcohol industry, their competence in handling a project of this magnitude remains to be
demonstrated. An equity investor is therefore faced with an uncertainty of performance by the management.
Management Perception
The Company has drawn out a business plan for the activities to be pursued in the alcohol industry. The
promoters of the Company have considerable experience in this business segment of over 35 years, and the
business having been the sole enterprise of the promoter family spanning four generations, the promoters
foresee an overall long-term economic viability. The Company has also appointed senior and experienced
Professionals who have the experience of setting up similar facilities in the past.
Moreover, the promoters view the present optimistic scenario in the Alcohol sector as an opportunity to
enlarge the scale of the operations of the Company.
Please refer page nos. 123 and 120 to 121 of this Draft Prospectus for profile of the promoters and
experience of key managerial personnel respectively.
9.
Delay in raising funds from the IPO
The expansion plan of the company is partially funded from this IPO. Any delay /failure of the same, may
adversely impact the implementation of the project.
Management Perception
The management is aware of the fact, and although no failure or delay is envisaged, it will make alternate
funding arrangements through an equitable mix of secured/unsecured loans and contribution from the
promoters, should there be any eventuality such as delay or failure of IPO.
10. Orders yet to be placed for capital goods relating to project
The Company is yet to place Orders for plant & machinery, miscellaneous fixed assets and civil works
aggregating to Rs. 4700 lakhs, which constitutes over [*] of the total project cost.
Management Perception
The Company has already floated enquiries for all the main equipments and the quotations from various
parties have already been received. Since the Company has already set up similar facilities, it will have an
advantage to identify and select the right supplier at competitive rates. The Company proposes to order for
all the items in the next eight to twelve week’s time.
viii
11. Further equity offerings
The company may require further infusion of funds to satisfy its capital needs and future growth plans,
which it may not be able to procure. Any future equity offerings by the company may lead to dilution of
equity and may affect the market price of its Equity Shares.
Management Perception
In the near future, there are no plans to issue further equity shares. In case the Company decides to raise
additional funds through the issuance of equity, the same would be done for further value creation for the
shareholders of the company and after taking adequate consent from them.
12. Loss Making Companies promoted by the Promoters
The following group companies of the Promoter Group have made losses during the last three financial
years:
i.
Companies promoted by Mrs. Ved Vati Swarup
1. Jagdish Brahma Ice Factory
2. Meenakshi Industries & Finance Pvt. Ltd.
ii.
Companies promoted by Mr. Madhav Kumar Swarup
1. Ridhi Estate Pvt. Ltd.
2. Sidhi Estate Pvt. Ltd.
3. Shaktiman Properties Pvt. Ltd.
4. Vitthal Properties Pvt. Ltd.
5. Rambagh Estate Private Ltd.
iii.
Companies promoted by Mr. Prabhat Kumar Swarup
1. Swarup Fibre Industries Ltd.
iv. Companies promoted by Mr. Govind Swarup
1. Meenakshi Industries & Finance Pvt. Ltd.
v.
Companies promoted by Mr. Ajay Kumar Swarup
1. Ridhi Estate Pvt. Ltd.
2. Sidhi Estate Pvt. Ltd.
3. Shaktiman Properties Pvt. Ltd.
4. Vitthal Properties Pvt. Ltd.
5. Rambagh Estate Private Ltd.
Management Perception
The performance of the group companies will not affect the operations of the company.
13.
Common pursuits
The following companies/firms/ventures, which are in similar distillery/alcohol business, have been either
promoted by the promoters of SVP Industries Ltd., and/or directorship is held by one or more of them in
such companies. Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup, promoters of SVP Industries Ltd
may be considered interested in these companies. Being in similar business, the same may lead to conflict
of interest between SVP Industries and the following companies promoted and/or controlled by them.
Name of the
Concern
Globus Agronics
Ltd.
Type of Concern
The main business
of the Company is
to carry on business
as manufacturers,
fermentators,
distillers, refiners
etc of liquor, and
dealers of acids,
alkalies, inorganic
and organic
compounds, gases,
chemicals etc.
Nature of Interest
Interested party(ies)
Directorship held:
Mr. Madhav Kumar Swarup
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup is
Director, and Mr. Ajay Kumar
Swarup is President.
Shareholding held:
75.14% Shareholding is held
by Chandbagh Investments
Ltd., a Company of which
99.96% shares are held by
Mr. Madhav Kumar Swarup,
Mr. Ajay Kumar Swarup, Mrs.
Saroj Rani Swarup, Mrs.
Madhavi Swarup & Northern
India Alcohol Sales Pvt. Ltd.
ix
In Northern India Alcohol
Sales Pvt. Ltd., 97.01%
shares are held by Mr. Ajay
Kumar Swarup, Mrs. Madhavi
Swarup, and Mrs. Saroj Rani
Swarup.
(Mrs. Saroj Rani Swarup is the
wife of Mr. Madhav Kumar
Swarup, and Mrs. Madhavi
Swarup is the wife of Mr. Ajay
Kumar Swarup)
Associated
Distilleries Ltd.
The main business
is to carry on
business as
manufacturers,
fermentators,
distillers, refiners
etc of liquors, acids
and alkalies,
inorganic and
organic
compounds, gases,
chemicals etc.
Mr. Ajay Kumar Swarup, Mrs.
Madhavi Swarup, Mr. Madhav
Kumar Swarup & Mrs. Saroj
Rani Swarup in combination
hold 11.11% of the
Company’s equity.
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup
Mr. Arun Kumar Swarup
Mr. Arun Kumar Swarup,
Director of the Company, his
wife Mrs. Manju Swarup, Hari
Cold Storage & General Mills
Co. Pvt. Ltd., and Arun Kumar
Swarup & Sons together hold
25% of the equity.
Mr. Arun Kumar Swarup is
Director in Hari Cold Storage
& General Mills Co. Pvt. Ltd.
Rajasthan
Distilleries Pvt. Ltd.
Northern India
Alcohol Sales Pvt.
Ltd.
14.
The main business
is to carry on
business as Trader
of Whisky, Gin, and
other Alcohol, and
manufacturers,
fermentators,
distillers, refiners
etc of liquor, acids
and alkalies,
inorganic and
organic compounds,
gases, chemicals
etc.
Promoted by Mr. Ajay Kumar
Swarup and Mr. Madhav
Kumar Swarup.
The main business
is to carry on
business of traders
of Whisky, Gin,
Rum, Brandy, other
alcohol etc.,
brokers, traders,
bottlers, sale
agents and general
traders.
Mr. Ajay Kumar Swarup, his
wife Mrs. Madhavi Swarup,
and his mother Mrs. Saroj
Rani Swarup hold 97.01%
shares in the company’s
equity.
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup
Shareholding held:
99.80% is held by Northern
India Alcohol Sales Pvt. Ltd., a
company of which 97.01% is
held by Mr. Ajay Swarup, Mrs.
Madhavi Swarup & Mrs. Saroj
Rani Swarup.
Mr. Madhav Kumar Swarup
Mr. Ajay Kumar Swarup
No activities carried out by the companies’ promoted/controlled by the Promoters:
Promoted by Mrs. Ved Vati Swarup
Sl.
No.
1.
Name of Company
Line of Activity
R.B. Jagdish Prasad & Co.
(Muzaffarnagar Cold Storage)
No activities in the last 3 years.
x
Promoted by Mr. Madhav Kumar Swarup
Sl.
No.
1.
2.
3.
4.
Name of Company
Line of Activity
Biotech India Ltd.
Rajasthan Distilleries Pvt. Ltd.
Intinex India Pvt. Ltd.
Globus Infosys Pvt. Ltd.
No activities in the last 3 years.
Promoted by Mr. Prabhat Kumar Swarup
Sl.
No.
1.
Name of Company
Line of Activity
Shree Gopal Steels Ltd.
No activities in the last 3 years as
per the Main Objects of the
Memorandum of Association,
except miscellaneous income.
Promoted by Mr. Ajay Kumar Swarup
Sl.
No.
1.
2.
3.
15.
Name of Company
Line of Activity
Biotech India Ltd.
Rajasthan Distilleries Pvt. Ltd.
Globus Infosys Pvt. Ltd.
No activities in the last 3 years.
The Company’s dependence on its promoters is tremendous, and any inability on the part of the
promoters to contribute to the growth and business of the Company may affect its performance.
Management Perception
The Company is dependent on the experience and efforts of its promoters, as is applicable to any other
company/industry. However, the Company has been in this business for nearly four decades. Generations
of the promoters’ family have been associated with the Company and its business since inception. The
promoters have been involved with critical functions like development of new products, marketing, and
other operations of the Company. The Company also has a qualified team of marketing executives, finance
professionals and other professionals who are involved in the day-to-day operations of the Company. This
reduces the company’s dependence on the promoters to manage the operations of the company.
16.
No knowledge of Branding and poor geographical spread of products
Management Perception
The Company already has branded products in other segments i.e., Country liquor and its market share has
picked up from the year 2001 when the branding of country liquor started in Uttar Pradesh. At present, the
Company is covering western Uttar Pradesh region, and is planning to increase the spread of its brand.
Through bottling of UB Group’s products, the Company’s name in the market has improved. The Company
is making efforts to acquire CSD registered brand, which it would supply to the Defence services. Thus, the
brand will have the requisite presence in CSD market. With some efforts, the Company will make its
presence in the civil market as well. The IMFL marketing strength is proposed to be strengthened by taking
a Marketing head to lead this division.
17.
No distribution network of IMFL
Management Perception
In UP, the distribution network/channel that is developed for country liquor will be used for IMFL products.
In CSD supplies, as an established brand will be acquired, no extra burden for promotions will be required,
but only supplies are to be fulfilled. In the civil market, with a new IMFL suitable team, a marketing
distribution network will be set up.
18.
Franchise bottling with UB Group is a potential threat
Management Perception
At present, the Company is bottling a number of UB Group products. After acquiring and developing its own
brands, the Company is of the opinion that there will not be any direct conflict of interest, as the Company
will continue to supply to CSD, and simultaneously enter in the IMFL civil market with products which will
not be in direct competition with UB Group products.
xi
19.
The Project/Objects of the Issue for which funds are being raised have not been appraised by
any bank or financial institution
Management Perception
The Project for which the funds are being raised has not been appraised by any bank or financial
institution. However, the Company has in-house expertise of nearly four decades in this business, and it is
going ahead with this project and intends to procure items and, machinery from established and wellknown suppliers of such equipments. The Project’s debt component of Rs. 12 crores has been sanctioned
by SREI Infrastructure Finance Ltd vide its letter no. SIFL:IPF:2005-06 dated January 24, 2006.
20.
The Company has Unsecured loans amounting to Rs. 676.83 lakhs comprising Rs. 26.96 lakhs
raised from its Directors, and Rs. 649.87 lakhs raised from Others. The entire Unsecured loan
amount bears no interest and is repayable on Demand. In the event of any demand, the cash
outgo may affect the Company’s operations and profitability.
Management Perception
The Company has more than reasonable assurance from its lenders that there will be no bulk and sudden
withdrawal of the above loan. However, the management has adequate reserves to make such payment in
the event of such a withdrawal, and therefore is of the opinion that it will not affect the Company’s
operations or profitability.
21.
Our company is involved in the following legal proceedings:
Our company is involved in certain civil, regulatory and taxation proceedings. These legal proceedings are
pending at different levels of adjudication before various courts and tribunals. Should any new
developments arise, such as a change in Indian law or rulings against us by trial or appellate courts or
tribunals, we may need to make provisions in our financial statements, which could increase our expenses
and our current liabilities. We can give no assurance that these legal proceedings will be decided in our
favour. Any adverse decision may have a significant effect on our business and results of operations.
A classification of the legal proceedings instituted against our company and the monetary amount involved
in these cases is given in the following table:
Type of litigation
Labour cases
Total
number of
pending
cases
22
Trade Tax cases
5
Civil cases
3
Income Tax cases
Miscellaneous cases
10
9
Remarks and amount involved
Pending under Industrial Disputes Act, 1947 in Labour Court,
Meerut; Industrial Tribunal, Meerut and Labour Court,
Saharanpur.
Amount involved – Rs. 21,64,661/Pending in Allahabad High Court
Amount involved - Rs. 12,94,739.30
Pending at Allahabad High Court
Amount involved – Rs. 28,00,259.34
Amount involved – Rs. 1,51,33,694/i. Under the Consumer Protection Act - 4 cases
Amount involved – Rs. 26,23,525/ii. Negotiable Instruments Act -1 case
Amount involved – Rs. 1,95,000/iii. Labour case -1 case
Amount involved – Rs. 1,33,868/iv. State Excise case – 2 cases
Amount involved – Rs. 25,000/-
A classification of the legal proceedings instituted by the Company and the monetary amount involved in
these cases is given in the following table:
Type of litigation
Trade Tax Cases
Provident Fund Cases
Civil Cases
Income Tax Cases
Miscellaneous Cases
Total
number of
pending
cases
17
4
9
3
4
Remarks and amount involved
Amount
Amount
Amount
Amount
Amount
xii
involved
involved
involved
involved
involved
Rs.
Rs.
Rs.
Rs.
Rs.
3,83,09,377.66
14,30,531.45
1,33,51,151.39
20,97,362.10
6,27,466/-
For more information regarding litigations, please refer to the section titled “Outstanding Litigations And
Defaults” beginning on page no. 179 of this Draft Prospectus.
22.
Litigations of Companies promoted By the Promoters/Directors of the Company:
Classification of the legal proceedings and the monetary amount involved is given below:
Type of legal proceeding
Pollution case
State Excise
Civil Case
Number of Pending Cases
1
2
1
Remarks and Amount Involved
Rs. 1,56,750/Rs. 38,75,183/Rs. 8,68,000/-
For further details regarding these litigations, please refer to the section titled “Outstanding Litigations And
Defaults” beginning on page no. 197 of this Draft Prospectus.
23.
Contingent Liability as on December 31, 2005:
As per our Restated Financial Statements, we have certain contingent liabilities, which, if determined
against us in future, may impact our financial position, adversely. Details of our contingent liabilities as on
December 31, 2005 are given in the following table:
Rs. in Lakhs
Brief Particulars
As at
December 31,2005
Bank Guarantee
40.71
Sales Tax matter in appeal
19.91
Claim not acknowledged as debts
143.65
Sales Tax deposited against disputed demands in appeal
7.03
Margin paid for Bank Guarantee
21.21
TOTAL
232.51
24.
Certain current and earlier non-compliances:
The Company was not compliant with certain requirements of the Companies Act as regards formation of
Audit Committee and Remuneration Committee. In terms of the provisions of the Act the Company is
compulsorily required to have the following committees:
(a).
Audit Committee (Section 292A): The Company’s paid-up capital was increased to Rs. 5 crores on
31.8.1994. In terms of the provisions of section 292A of the Act, every company having a paid-up
capital of Rs. 5 crore or more is required to constitute an Audit committee, which shall comprise of at
least three directors as its members and two third of its total number shall be the directors other
than the managing/ whole-time directors. The Company had not complied with the provisions earlier.
However, the Company has now complied with the requirement and formed the Audit Committee.
(b)
Remuneration Committee (Schedule XIII): The Company has been paying remuneration to its
managing/ whole-time director in terms of the requirements and within the limits specified in section
II of Part II of Schedule XIII (i.e., Remuneration payable by companies having no profits or
inadequate profits). In terms of the requirement of schedule XIII to the Act, payment of
remuneration in such cases has to be approved by a Remuneration Committee. Remuneration
Committee for this purpose shall be a committee, which consists of three non-executive independent
directors including nominee director(s). The Company had not constituted the Remuneration
Committee.
However, the Company has now complied with the requirement and formed the Remuneration
Committee.
(c).
The Company has its corporate office in Delhi. The Company however does not have registration
under the Delhi Shops and Establishment Act for its place of business.
xiii
B.
EXTERNAL TO THE COMPANY
1.
IMFL industry is heavily regulated by the Government
The business of the Company is subject to the State government policy on excise. Changes in the fiscal
policies of the Government could have an adverse impact on the profitability of the Company. A significant
change in the Government liberalization and deregulation policies could affect business and economic
conditions in India and the business of the Company in particular. Adverse changes in other regulation such
as the distribution norms may affect the operations of the Company. States may individually decide to
impose prohibition on the sale of alcoholic beverages including IMFL, as has been done in the past.
Management Perception
This is a risk applicable to the entire industry. The Company will address the same as and when required,
by falling in line with other industry players. However, any change in Government which would, directly or
indirectly, adversely impact the liquor industry is highly unlikely as the state governments are heavily
dependent on liquor for a large part of their revenues.
2.
IMFL industry is witnessing high level of competition as the domestic players gear up to compete
for a larger share of the market. The entry of multinationals in the domestic liquor business has
led to increased competition. Growing competition may force the Company to reduce the prices
of its products and services, which may reduce its revenues and margins and/or decrease its
market share, either of which could have a materially adverse effect on its business, financial
condition and results of operation.
Management Perception
In view of favourable market scenario, prospects of liquor industry are very promising. The Company,
therefore, does not foresee any problem despite competition and entry of multinationals. The Company’s
products command good acceptance both in the Country Liquor and IMFL sectors. The Company aims to
sustain growth with dynamic business strategies and plans to broad base its product-mix by introduction of
new products. The Company is now making conscious efforts to enhance the brand positioning and has
allocated specific funds for the said purpose.
3.
The IMFL industry has negative perception in the Indian cultural context. This leads to
circumstances like ban on advertising of alcoholic beverages in the print/TV media, which is not
conducive to business development.
Management Perception
This is a risk applicable to the entire industry and it has responded by methods like surrogate advertising.
With the globalization and opening of the economy, the perception of the consumer is gradually changing.
Nonetheless the industry is registering a positive growth year on year.
4.
Evolving IMFL industry standards, changing consumer preferences and new product
introductions have an important impact on the Company’s business. The Company’s success
depends on its ability to keep pace with these changes. In addition, products developed by
competing companies may make the Company’s products less competitive.
Management Perception
This is a risk applicable to the entire liquor industry. The Company constantly endeavours to keep pace
with the latest developments in the industry and is gradually strengthening its position to enhance its
market share by introducing new products, appointing new distributors, extensive geographical coverage
etc.
5.
IMFL business is seasonal in nature with the sales volume dipping during the period April to
June each year because of summer.
Management Perception
This is a risk applicable to the entire industry. Lower sales volumes in the first quarter are compensated by
higher sales volumes in remaining quarters/festive seasons.
6.
Any change in the policies by the countries, in terms of tariff and non-tariff barriers, from which
the Company imports or intends importing its raw materials and/or to which its products may
be exported in future, will have an impact on the Company’s profitability. Similarly, any adverse
movement in the exchange rate may have a corresponding effect on the export realization/cost
of imports and consequently affect the Company’s profitability.
Management Perception
Whenever such policy changes affect the Company’s business, the company would work towards complying
with or reckoning the policy changes and adopt appropriate strategies to sustain the effect on its business.
xiv
7.
Floods, earthquakes, terrorist attacks and other acts of violence or war/destruction involving
India and other countries could adversely affect the Country’s business and economy, and
consequently reflect on the Company’s business. These acts may also result in a loss of business
confidence, make travel and other services more difficult and ultimately affect the Company’s
business, financial conditions and results of operations.
Management Perception
The consequences of any of the above are unpredictable and the Company may not be able to foresee
events that could have a material adverse effect on its business, financial condition or results of operations.
8.
Liquor – Government policy prohibition
Management Perception
It has been observed that prohibition on the part of Government is untenable looking at the contribution to
the State exchequer from this industry.
9.
Dependence on agri products
Management Perception
We have mitigated the above with the help of technology wherever possible like being able to process a
variety of agri raw materials in the event of crop failures for one or two commodities.
10.
The Company’s performance is highly dependent upon the growth of business and economy in the State
and the country, whose progress and welfare generates the demand. An economic down turn may
negatively impact the operating results of the Company.
11.
Any change in the regulatory environment may have an impact on the business of the
12.
Regional conflicts in South Asia could adversely affect the Indian economy, which in turn may disrupt the
Company’s operations and cause its business to suffer.
13.
Company’s performance is linked to the stability of policies and the political situation in India.
14.
Since the Equity Shares of the Company are required to be traded compulsorily in demat form,
shareholders who are allotted/who hold shares in Physical Form may not be able to trade in such Equity
Shares unless they get their holdings dematerialized.
Company.
NOTES:
i.
The Net worth of the Company was Rs. 1346.86 lakhs as on March 31, 2005, and Rs. 1748.56 lakhs as
on December 31, 2005.
ii.
Present Issue of 44,70,590 equity shares of Rs. 10/- each for cash at a premium of Rs. [*] per equity
share aggregating Rs. [*] lakhs, comprising of 2,23,530 equity shares of Rs.10/- each reserved for the
eligible employees of the Company and a net offer to public of 42,47,060 equity shares of Rs.10/- each.
iii.
Book Value of the equity shares of the Company was Rs. 15.62 as on March 31, 2005, and Rs. 20.28 as
on December 31, 2005.
iv.
Investors are advised to refer to the paragraph on “Basis for Issue Price” on page nos. 40 to 41 of this
Draft Prospectus before making an investment in the issue.
v.
Investors may note that in case of over subscription, the allotment shall be on proportionate basis and for
details; reference may be made to Para “Basis of Allotment” given on page nos. 38 and 222 of the Draft
Prospectus.
vi.
The investors are advised to refer the Paragraph on promoter’s background and past financial
performance of the Company before making an investment in the proposed issue.
vii.
There are no relationships with statutory auditors to the Company other than auditing and certification of
financial statements.
viii.
Investors may note that allotment and trading in shares of the company shall be done only in
dematerialized form. Contingent liability not provided for as at December 31, 2005:
xv
Particulars
31-Mar-01
Bank Guarantee
Sales Tax matter in appeal
Claim not acknowledged
as debts
Total
Sales Tax deposited against
disputed demands in appeal
Margin paid for Bank
Guarantee
Total
31-Mar-02
31-Mar-03
31-Mar-04
Rs. in Lakhs
31-Mar-05 31-Dec-05
11.35
410.49
11.35
891.07
11.35
24.25
36.35
38.66
36.35
32.24
40.71
19.91
152.41
574.25
152.41
1,054.83
143.65
179.25
143.65
218.66
143.65
212.24
143.65
204.27
2.95
2.95
8.84
18.12
13.90
7.03
11.35
14.30
11.35
14.30
11.35
20.19
19.85
37.97
19.85
33.75
21.21
28.24
ix.
Investors may contact the Lead Manager
clarification/information pertaining to the Issue.
x.
The average cost of acquisition of Equity Shares of the Promoters are given in the following table:
Name of the Promoter
the
Compliance
Officer
for
any
complaint/
Average cost of acquisition of Equity Shares
of the Promoters (Rs.)
1.17
1.04
1.25
1.25
Mrs. Ved Vati Swarup
Mr. Madhav Kumar Swarup
Mr. Prabhat Kumar Swarup
Mr. Govind Swarup
Mr. Ajay Kumar Swarup
xi.
or
For details of Related Party Transactions, please refer to Annexure IV of the Auditors’ Report dated 2nd
February, 2006 in Section V: Financial Information commencing on page no. 132 of this Draft Prospectus.
xvi
SECTION III
INTRODUCTION
i.
SUMMARY
You should read the following summary together with the Risk factors beginning from page no. vii of this Draft
Prospectus and the more detailed information about SVP Industries and its financial statements included in this
Draft Prospectus.
INDUSTRY OVERVIEW
The Indian Made Foreign Liquor (IMFL) market has grown at around 8% per annum over the past decade. The
IMFL market primarily comprises of Whisky, Rum, Brandy, Gin and Vodka.
The country liquor market is basically a regional market and there exist a large number of small manufacturers
spread across the State. Major IMFL manufacturers, however, have a countrywide presence.
The branded IMFL market in India is estimated to be 112 million cases out of which the Whisky, being the largest
selling IMFL, accounts for 55% of the market share, Rum 27%, Brandy 14%, Gin 3%, and Vodka 1%. The
whisky segment is further classified into Scotch, Super Premium, Premium, Prestige/Deluxe, Regular, Medium
and Cheap segment. (Source: Draft Model Excise Policy by Ministry of Food Processing Industries; from
mofpi.nic.in/excisepolicy.pdf)
Taxation being a major contributing factor to the increase in the price at the consumer level, the trend to go in
for cheaper products in key whisky and rum segment has been on the increase of late.
As per the Model Excise Policy compiled by the Ministry of Food Processing Industry, the growth rate in India for
Spirits will be 12% per annum for the period 2003-2008 and for Country Liquor it will be 15% for the same
period. Majority of the State Governments have realized, over a period of time, the futility of enforcing
prohibitions in their respective states. Prohibition has bred crime and jeopardized the economies of various
states. (Source: Draft Model Excise Policy by Ministry of Food Processing Industries; from
mofpi.nic.in/excisepolicy.pdf)
In the state of Uttar Pradesh, excise revenue collected was Rs. 2,473.16 crores in 2003-04, Rs.2556.77 crores in
2002-03, and Rs. 1963.89 crores in 2001-02, and is the one of the largest sources of revenue collection for the
state. (Source: Excise Department Manual of 2005-06 of U.P. Government)
While potable liquor, which includes Country Liquor and IMFL (Indian Made Foreign Liquor) is witnessing a growth
of more than 10%; Industrial Alcohol sector is not lagging far behind. Industrial Alcohol is a source of raw
material for various alcohol-based chemical industries and is used in manufacture of ethanol, acetaldehyde,
polyethylene, PVC, ethyl acetate, mono ethylene glycol, acetic acid, various esters, paints, pharmaceuticals, and
pesticides. There is a huge demand for these products in the market.
As energy crunch looms large, fossil fuel stocks are falling. Oil prices have broken records. Many countries are
switching to bio fuels. The European Union (EU) has decided to use 5.75% bio-fuels like ethanol in motorcars by
2010. China plans to use 10% bio-fuels by 2010. The US already produces about 10 million tonnes of ethanol.
The US is adding 30% to its capacity while China is setting up the world’s biggest plant. India has started with a
5% ethanol blend with petrol, which can be increased to 10 & 20% progressively. Brazil is already successfully
using 50% blend.
Ethanol is anhydrous, the purest form of alcohol. India’s petrol consumption last year was eight million tonnes. It
needs only four lakh tonnes of ethanol to get a 5% blend. The Company’s distillery can also produce lower grades
of industrial or methyl alcohol (denatured spirit) at Rs. 6-10 per litre. Industrial alcohol blended with kerosene
(50% or even higher) can provide energy required in rural India. It can fire cooking stoves, light up lamps, drive
water pumps or auto rickshaws and run cold storage units working on the absorption cycle. It will also save
womenfolk the hardship of walking long distances to collect firewood and in the process save trees. (Source: All
India Distillers Association; Monthly Issue of November 2005; Volume V, Issue 11)
The programme to supply ethanol-doped petrol is expected to move forward in the coming years with oil
companies calling sugar mills for price negotiations. This is important for the sugar mills, as it will contribute to
boosting the prices of alcohol. (Source: All India Distillers Association; Monthly Issue of November 2005; Volume
V, Issue 11)
For further details, see the section on ‘Industry Overview’ beginning from page no. 46 of the Draft
Prospectus.
1
BUSINESS OVERVIEW
SVP Industries Ltd is engaged in the business of manufacture, marketing and sale of Industrial Alcohol, Country
Liquor, and Indian Made Foreign Liquor (IMFL) being the core businesses. The Company has established its
identity in the alcohol and distillery business with steady growth and production of high quality products. The
Company has a brand portfolio of its own in the Country Liquor segment, and caters to bottling well-known
Indian brands in the IMFL segment. The Company has established its identity in manufacturing IMFL for third
party vendors.
Sir Shadi Lal Distillery & Chemical Works (SSLD & CW) is the sole unit of SVP Industries Ltd. The distillery was
set up in the year 1960. Sir Shadilal Distillery & Chemical Works is one of the well-known distilleries of the
region. The manufacturing facility is situated in Mansurpur in District Muzaffarnagar in the western belt of the
Indian state of Uttar Pradesh. The region is considered a hub for availability of Molasses, as the plant is
surrounded by large Sugar Mills. The plant is currently engaged in the manufacturing of Industrial Alcohol
(comprising Rectified Spirit, Denatured Spirit and Extra Neutral Alcohol (ENA)), Country Liquor (CL), and Indian
Made Foreign Liquor (IMFL).
For further details, see the section on Business Overview on page no. 51 of the Draft Prospectus.
2
ii.
THE ISSUE
Equity Shares offered:
Fresh Issue
44,70,590 Equity Shares
Of which:
Employees Reservation Portion (out of Fresh Issue)
2,23,530 Equity Shares
Net Issue to Public
42,47,060 Equity Shares
Of which:
As per SEBI Guidelines, a minimum of 50% of the net
offer to the public is reserved for Retail portion
Atleast 21,23,530 Equity Shares
(Allocation on proportionate basis)
As per SEBI Guidelines, a maximum of 50% to NonInstitutional Retail portion
Not more than 21,23,530 Equity Shares
(Allocation on proportionate basis)
Equity Shares outstanding prior to the Issue
86,21,520 Equity Shares of Rs. 10/- each
Equity Shares outstanding after the Issue
1,30,92,110 Equity Shares of Rs. 10/- each
Objects of the Issue
The Company intends to deploy the net proceeds of
the fresh issue for part-financing its proposed
project, the details of which have been mentioned
under the section titled “Objects of the Issue” at
page no. 24 of this Draft Prospectus.
NOTES:
i.
Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Issue and the
proportionate allocation of the same would be at the sole discretion of the Company in consultation with the
Lead Manager.
ii.
2,23,530 Equity shares of the face value of Rs. 10 each have been reserved on a competitive basis for the
eligible employees. However if the Promoter directors participate under Eligible Employees Portion, the same
shall be treated as Promoters holding. Eligible employees of the Company on the cut off date i.e., one day
before the issue is opened shall be entitled to applying in the Employee Reservation Portion.
iii. Under-subscription, if any, in any of the above two categories, would be allowed to be met with spillover
inter-se from the other category.
iv. The fresh issue of Equity Shares in terms of this Draft Prospectus has been authorized by a Special
Resolution passed at the Extra Ordinary General Meeting of the Company held on 30th December, 2005.
3
iii.
SUMMARY OF FINANCIAL AND OPERATING INFORMATION
The following tables which set forth the summary of financial and operating information should be read in
conjunction with the Financial Statements and notes thereto included in the “Financial Statements” and
“Management Discussion and Analysis of Financial Condition and Result of Operations” on page nos. 127-145 and
172-176 respectively in the Draft Prospectus.
Summary Statement of Profits & Losses as Restated
Particulars
Rs. in lakhs
For the Year Ended
31.03.01
Audited
31.03.02
Audited
31.03.03
Audited
31.03.04
Audited
31.03.05
Audited
For the
nine
months
ended
31.12.05
Audited
3481.42
18867.66
23661.34
24143.16
25549.07
23586.58
-
-
-
-
-
1635.68
3481.42
18867.66
23661.34
24143.16
25549.07
25222.26
-
-
-
-
-
49.39
39.99
40.97
76.10
66.83
54.98
Miscellaneous Income/Sales
1.71
3.13
2.60
21.27
3.05
10.69
Interest Received
1.37
1.23
1.34
-
-
-
Income
Of Products manufactured by the
company (Gross)
Of Products traded in by the
Company
Sales (I)
Other Income
Interest on FDRs & Others
Debit/Credit balances written off (Net)
Rent Realized
Dividend Income
Previous Year Provision Withdrawn
Insurance Claim Received
Sub Total (II)
Increase (Decrease) in Inventories
-
0.25
1.35
-
-
-
0.89
0.73
0.49
0.48
0.64
0.54
53.50
38.91
-
-
-
-
-
10.03
-
-
-
11.73
2.39
2.08
1.61
3.04
2.73
4.48
109.25
96.35
48.36
100.89
73.25
82.42
167.54
(133.23)
192.76
(44.92)
387.39
3553.41
19131.55
23576.47
24436.81
25577.40
25692.07
-
-
-
129.85
158.57
103.69
445.53
13055.49
14910.36
17256.03
17838.15
17267.36
-
-
-
-
-
1711.82
Raw Materials Consumed
925.38
1576.89
3103.76
1281.44
2726.83
1825.68
Staff Costs
165.08
219.92
252.44
216.43
230.32
171.89
1461.35
3158.99
4139.85
3981.41
3176.07
2921.35
Administrative Expenses
122.50
261.49
262.49
288.86
477.81
235.06
Selling & Distribution Expenses
156.68
452.78
581.70
776.74
451.64
690.55
Depreciation
31.16
51.31
76.82
78.29
96.67
74.99
Interest & Bank Charges
83.61
121.03
170.34
229.01
205.30
98.92
3391.29
18897.90
23497.76
24238.07
25361.36
25101.31
162.12
233.65
78.71
198.74
216.04
590.76
9.21
15.86
6.23
32.38
56.50
150.00
Fringe Benefit Tax
-
-
-
-
-
4.21
Provision for Deferred Tax Liability
-
-
21.66
30.20
10.46
34.72
Income Tax Refund for Earlier year
(2.07)
-
(17.75)
-
-
-
TOTAL INCOME (A)
(37.26)
Expenditure
Bottling Fee Consumed
Excise Duty
Purchase of Traded Goods
Other Manufacturing Expenses
TOTAL EXPENDITURE (B)
Net profit before Tax and
extraordinary items. (A-B)
Provision for Income Tax
Income Tax For Earlier Year
Net Profit after Tax and
Extraordinary Items
-
0.23
-
1.40
3.59
0.13
154.98
217.56
68.57
134.76
145.49
401.70
4
Summary of Assets & Liabilities as Restated
Rs. in Lakhs
Particulars
As at
31.03.2001
Audited
31.03.2002
Audited
31.03.2003
Audited
31.03.2004
Audited
31.03.2005
Audited
31.12.2005
(9 months
Audited)
1815.72
2317.85
2464.91
2804.80
2791.47
2933.07
Fixed Assets:
Gross Block
Less: Depreciation
312.28
356.55
421.35
499.97
531.39
530.45
1503.44
1961.30
2043.56
2304.83
2260.08
2402.62
508.96
505.57
502.18
498.79
495.40
488.76
994.48
1455.73
1541.38
1806.04
1764.68
1913.86
70.50
-
-
-
-
-
1064.98
1455.73
1541.38
1806.04
1764.68
1913.86
778.16
778.17
778.17
576.83
576.83
559.65
Current Assets, Loans and
Advances:
Inventories
277.91
512.76
436.35
552.78
540.14
950.97
Sundry Debtors
376.46
400.12
792.28
478.90
595.55
969.93
Cash & Bank Balances
266.34
277.13
628.56
827.06
443.65
491.92
Loans and Advances
294.02
331.40
563.32
404.37
656.43
866.76
64.16
36.24
27.44
31.74
25.60
11.38
1278.89
1557.65
2447.95
2294.85
2261.37
3290.96
555.55
784.14
1085.97
1097.17
781.55
812.30
90.36
358.97
351.60
515.41
502.86
676.83
1051.30
1219.81
1870.61
1703.21
1862.03
2382.48
-
-
68.92
99.12
109.58
144.30
1697.21
2362.92
3377.10
3414.91
3256.02
4015.91
1424.82
1428.63
1390.40
1262.81
1346.86
1748.56
538.84
1394.94
508.96
538.84
1395.36
505.57
538.84
1353.74
502.18
538.84
1222.76
498.79
538.84
1303.42
495.40
862.15
1375.17
488.76
885.98
889.79
851.56
723.97
808.02
886.41
-
-
-
-
-
-
1424.82
1428.63
1390.40
1262.81
1346.86
1748.56
86.21
86.21
86.21
86.21
86.21
86.21
Net Block
Less: Revaluation Reserve
Net Block after adjustment
for Revaluation Reserve
Capital work-in progress
Total Fixed Assets (A)
Investments (B)
Other Current Assets
Total of Current Assets,
Loans and Advances (C)
Liabilities and Provisions:
Secured Loans
Unsecured Loans
Current Liabilities and
Provisions
Deferred Tax Liability
Total of Liabilities and
Provisions (D)
Net worth (A+B+C-D)
Represented by
Share Capital
(I)
Reserves
Less Revaluation Reserve
Reserves (Net of
Revaluation Reserves)
(II)
Miscellaneous Expenditure
(To the extent not written
off (III)
Net Worth (I+II-III)
No. of Shares
5
iv.
GENERAL INFORMATION
SVP INDUSTRIES LIMITED
Incorporation
The Company was originally incorporated under the name Uttar Pradesh Pulp & Paper Mills Ltd. on October 24,
1961 with the Registrar of Companies, Uttar Pradesh at Kanpur. The Company obtained its Certificate for
Commencement of Business on January 2, 1962. Subsequently, the name of the Company was changed to
Swarup Vegetable Products Industries Ltd on September 30, 1970. The name of the Company was further
changed to SVP Industries Ltd w.e.f June 30, 2004, by way of a fresh Certificate of Incorporation from the
Registrar of Companies, Uttar Pradesh and Uttaranchal at Kanpur.
Registered Office & Works
SVP Industries Limited
Mansurpur
District Muzaffarnagar – 251 203
Uttar Pradesh
India
Tel.: (01396) 252249
Fax: (01396) 252154
E-mail: [email protected]
Website: www.svpindustries.in
Company Registration No.: 20-2861 of 1961
Registrar of Companies:
Registrar of Companies, Uttar Pradesh and Uttaranchal
37/17, Westcott Building
The Mall
Kanpur- 208 001
Uttar Pradesh
BOARD OF DIRECTORS
Name of the Director
Designation
Chairperson
Mrs. Ved Vati Swarup
Managing Director
Mr. Madhav Kumar Swarup
Managing Director
Mr. Prabhat Kumar Swarup
Managing Director
Mr. Govind Swarup
Director
Mr. Arun Kumar Swarup
Executive Director
Mr. Har Saran Gupta
Director
Mr. Kishore Kumar Lahiri
Director
Mr. Yashbir Singh Tayal
Director
Mr. Ajay Kumar Jain
For more details on the Board of Directors, please refer the section titled “Management and Organization”
beginning on page no. 109 of this Draft Prospectus.
Brief Details of the Chairperson and Managing Directors
Mrs. VedVati Swarup, Chairperson
Mrs. Ved Vati Swarup, aged about 89 years, is the Chairperson of the Company. She is an Intermediate by
qualification, and is the wife of Late Mr. Brahm Swarup.
6
Mr. Madhav Kumar Swarup, Managing Director
Mr. Madhav Kumar Swarup is B.Sc. from Allahabad University, B.Sc. (Mechanical Engineering) from Associate of
Royal College of Science and Technology, Glasgow (U.K.). He has been working as Managing Director in the
Company since April 30, 1994 and closely associated with the operations and management of the Company. He
is an experienced professional having 47 years of experience in industrial and business management. During the
course of his association, he has contributed substantially to the growth of the company.
Mr. Prabhat Kumar Swarup, Managing Director
Mr. Prabhat Kumar Swarup is B.Sc from Delhi University and B.Sc. (Chemical Engineering) from Case Institute of
Technology, Cleveland, Ohio, USA. He has been working as Managing Director in the Company since April 30,
1994, and closely associated with the operations and management of the Company. He is an experienced
professional having 32 years of experience in industrial and business management. He has contributed to the
growth of the Company.
Mr. Govind Swarup, Managing Director
Mr. Govind Swarup is B.Sc. from Delhi University and B.A. (Mech. Engineering) from Cambridge University, UK.
He has been working as Managing Director in the Company since April 30, 1994 and closely associated with the
operations and management of the Company. He is an experienced professional having over 31 years of
experience in industrial and business management.
COMPANY SECRETARY
Mr. Ajay Kumar Jain
Company Secretary
SVP Industries Limited
Mansurpur
District Muzaffarnagar – 251 203
Uttar Pradesh
India
Tel.: (01396) 252249
Fax: (01396) 252154
E-mail: [email protected]
LEGAL ADVISOR TO THE ISSUE
Vaish Associates
10, Hailey Road
Apartments 5, 6 & 7
New Delhi – 110 001
Tel.: (011) 52492525
Fax: (011) 23320484
E-mail: [email protected]
BANKERS TO THE COMPANY
Indian Overseas Bank
246, Aryapuri
Townhall Road
Muzaffarnagar 251 001
Tel.: 0131-2407902
Fax: 0131-2407902
P.B. No.: 234
Grams: IOBEE
COMPLIANCE OFFICER
Dr. Bhaskar Roy
Vice President (Finance)
SVP Industries Ltd.
B-67, 1st Floor
East of Kailash
New Delhi – 110 065
Tel.: (011) 26924932/26845616
Fax: (011) 26843285
E-mail: [email protected]
Website: www.svpindustries.in
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or
post-Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in
the respective beneficiary account, refund orders etc.
7
LEAD MANAGER
SREI CAPITAL MARKETS LIMITED
“Vishwakarma”
86C Topsia Road (South)
Kolkata- 700 046
Tel : +91-33-22850112
Fax: +91-33-39873861/22857542
Mob.: 09810360270
Contact Person: Mr. R. Ramnath
E-Mail: [email protected]
SEBI Registration No.: INM 000003762
Website: www.srei.com
REGISTRAR TO THE ISSUE
KARVY COMPUTERSHARE PVT. LTD.
‘Karvy House’
46, Avenue 4, Street No. 1
Banjara Hills
Hyderabad – 500 034
Tel : +91-40-23420815
Fax: +91-40-23431551
Contact Person: Mr. M. Murali Krishna
E-mail: [email protected]
Website: www.karvycomputershare.com
BANKERS TO THE ISSUE
[*]
BROKERS
All members of the recognized Stock Exchanges would be eligible to act as Brokers to the Issue.
STATUTORY AUDITORS TO THE COMPANY
M/s B.R. Maheshwari & Co.
Chartered Accountants
M-118, Connaught Circus
New Delhi – 110 001
Tel: +91-11-23981992 / 23416341
Fax: +91-11-23415796
E-mail: [email protected]
8
v.
INTERSE ALLOCATION OF RESPONSIBILITIES OF THE LEAD MANAGER
Since SREI Capital Markets Ltd is the Sole Lead Manager for this Issue; all the Issue related activities are handled
by SREI.
CREDIT RATING
As the present Issue is of Equity Shares, credit rating is not required.
TRUSTEE
As the present issue is of Equity Shares, appointment of Trustee is not required.
MONITORING AGENCY
There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI DIP Guidelines. The Audit
Committee of our Company will monitor the use of the proceeds of the issue.
APPRAISING ENTITIES
The Project has not been appraised. However, SREI Infrastructure Finance Ltd., “Vishwakarma”, 86C, Topsia
Road (South), Kolkata – 700 046 has, vide their Sanction Letter no. SIFL:IPF: 2005-06 dated January 24, 2006,
sanctioned term loan of Rs. 1200 lakhs towards the project.
UNDERWRITERS TO THE ISSUE
The Company intends to get the issue underwritten as follows:
(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the ROC)
Name and Address of the Underwriter
Date of Agreement
[*]
[*]
Amount Underwritten
(Rs. in lakhs)
[*]
In the opinion of our Board of Directors (based on a Certificate given to it by the Underwriters), the resources of
all the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchanges. The above Underwriting Agreement has been
accepted by the Board of SVP Industries Limited at their meeting held on [•], and SVP has issued letters of
acceptance to the Underwriters.
In the event of any default, the respective Underwriter, in addition to other obligations defined in the
Underwriting Agreement, will also be required to procure or subscribe in the event that the Issue remains
unsubscribed or undersubscribed, or to the extent of the devolved amount.
9
vi.
CAPITAL STRUCTURE OF THE COMPANY
A.
CAPITAL STRUCTURE
Share capital as on the date of filing of the Draft Prospectus with SEBI (before and after the Issue) is set
forth below:
(In Rupees, except share data)
Share Capital
Nominal Value
Aggregate
Value
A.
Authorized Capital
1,50,00,000
B.
15,00,00,000
Issued, Subscribed and Paid Up Capital before the Issue
86,21,520
C.
Equity shares of Rs 10/- each
Equity Shares of Rs 10/- each fully paid up
8,62,15,200
Present Issue through this Draft Prospectus
Fresh Issue of:
44,70,590
D.
Reservation for Employees of Equity Shares of Rs.
10/- each
22,35,300
[*]
Equity Shares of Rs. 10/- each
4,24,70,600
[*]
13,09,21,100
[*]
Paid Up Share Capital After the Issue
1,30,92,110
G.
[*]
Net Issue to the Public in terms of this Draft Prospectus
42,47,060
F.
4,47,05,900
Of Which:
2,23,530
E.
Equity Shares of Rs 10/- each
Equity Shares of Rs. 10/- each
SHARE PREMIUM ACCOUNT
Before the Issue
-
-
After the Issue
-
[*]
10
NOTES TO CAPITAL STRUCTURE
1.
Share Capital History of the Company
Capital Build up: The existing equity share capital of the Company has been subscribed and allotted as
under:
Date of
Allotment
Number of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
Consideration
Nature of
Allotment
Subscription on
signing of
Memorandum
of Association
Further
Allotment
Further
Allotment
Further
Allotment
Further
Allotment
(Partly paid-up
at Rs. 5/-)
Further
Allotment
25,950 Shares
now fully paidup
25,952 Shares
held by Sir
Shadi Lal
Sugar &
General Mills
Ltd. cancelled
consequent to
amalgamation,
on the Order of
Hon’ble High
Court of
Allahabad
Shares issued
in
consideration
of 12,879
Shares of Sir
Shadi Lal
Sugar &
General Mills
Ltd.,
consequent to
its
amalgamation.
Promoters &
Associates
4:1 Bonus
3:5 Bonus
$12.10.1961
800
10
10
Cash
$24.01.1962
600
10
10
Cash
$24.02.1962
25,000
10
10
Cash
$30.04.1962
100
10
10
Cash
$25.09.1962
25,950
10
10
Cash
27.09.1965
60,250
10
10
Cash
12.05.1972
25,950
10
10
Cash
20.09.1972
(25,952)*
10
10
Other
than Cash
27.09.1972
1,28,790*
10
10
Other
than Cash
16.07.1994
8,62,152
10
10
Cash
31.08.1994
29.10.2005
43,10,760
32,33,070
10
10
10
10
Bonus
Bonus
No. of Equity
Shares
(Cumulative)
Paid-up
Capital
(Rs.)
800
8,000
Cumulative
Share
Premium
(Rs.)
-
1400
14,000
-
26,400
2,64,000
-
26,500
2,65,000
-
52,450
3,94,750
-
1,12,700
9,97,250
-
1,12,700
11,27,000
-
86,748
8,67,480
-
2,15,538
21,55,380
-
10,77,690
1,07,76,900
-
53,88,450
86,21,520
5,38,84,500
8,62,15,200
-
Notes:
$ - Indicates that Form 2 relating to allotment of equity shares are not available pre-1994, as they are not
traceable. However, the allotment particulars have been verified for those relevant periods from the
Minutes of meetings of the Board of Directors of the Company.
The allotment of shares made on 12.5.1972 was verified from the Order dated 20.9.1972 of the Hon’ble
High Court of Allahabad at the time of amalgamation.
* - Brief Note on Amalgamation and consequent Equity Allotment:
In terms of the Order of the Hon’ble High Court of Allahabad dated September 20, 1972, a Scheme of
Arrangement was arrived at between Sir Shadi Lal Sugar & General Mills Ltd. and Swarup Vegetable
Products Industries Ltd. leading to the amalgamation of Sir Shadi Lal Sugar & General Mills Ltd. with
Swarup Vegetable Products Industries Ltd.
In terms of the Order, 25,952 fully paid-up Equity Shares held by Sir Shadi Lal Sugar & General Mills Ltd
in Swarup Vegetable Products Industries Ltd were cancelled, and its Share Capital correspondingly
reduced by Rs. 2,59,520/-.
11
Members of Sir Shadi Lal Sugar & General Mills Ltd., who held 1 Equity Share of Rs. 100/- each in their
Company were allotted 10 Equity Shares of Rs. 10/- each in Swarup Vegetable Products Ltd.
Accordingly, 12,879 Equity Shares of Rs. 100/- each held in Sir Shadi Lal Sugar & General Mills Ltd by
its Members were allotted 1,28,790 Equity Shares of Rs. 10/- each in Swarup Vegetable Products
Industries Ltd.
The Date of listing of Company’s equity shares is also not available. The Company however got its equity
shares delisted from the Delhi Stock Exchange on 23.5.1994. For details, please refer to the section titled
“Other Regulatory and Statutory Disclosures” at page no. 210 of this Draft Prospectus.
The Authorised Share Capital of the Company has been built-up as per the details given below:
Date
No. of Shares
Face Value
(Rupees)
Authorised Capital
(Rupees)
Particulars
EQUITY
12.12.1961
28.10.2005
60,00,000
1,50,00,000
10
10
6,00,00,000
15,00,00,000
Incorporation
Increase
PREFERENCE
12.12.1961
28.10.2005
1,00,000
-
100
-
1,00,00,000
-
Incorporation
Decrease
The current Authorized Share Capital is adequate to meet the requirements of the Fresh Issue.
12
2.
Details of Promoters’ Contribution and Lock-in period:
a.
Allotment to Promoters
Promoter
Mrs. Ved Vati Swarup
Date of
Allotment/
Transfer, and
made fully
paid-up
12.12.1961
Consideration
Issue Price/ %age of PostTransfer
Issue Paid-up
Price (Rs.)
Capital
Lock-in
Period
(Years)
100
10/-
10/-
-
-
20.07.1970
Cash
$3,636
10/-
10/-
-
-
10.04.1972
Cash
$4,350
10/-
10/-
-
-
27.09.1972
12,000
(Balance 3000
shares are in
lock-in)
10/-
10/-
07.12.1972
Issued in lieu of
Equity Shares of Sir
Shadi Lal Sugar &
General Mills Ltd.,
consequent to its
amalgamation with
Swarup
Vegetable
Products Industries
Ltd.
Sale/transfer
*(4,350)
10/-
10/-
20.01.1973
Sale/transfer
*(5,736)
10/-
10/-
22.06.1974
Sale/transfer
*(7,000)
10/-
10/-
23.05.1994
Transmission
#3,010
10/-
16.07.1994
Cash
40,312
10/-
31.08.1994
Bonus
29.10.2005
Bonus
1,85,288
(13,774
shares to be
locked in for 1
year)
1,38,966
0.023
1
0.023
1
10/-
0.308
1
10/-
10/-
1.415
3
10/-
10/-
1.062
3
3,70,576
20.07.1970
Cash
10.04.1972
Sale/transfer
27.09.1972
Issued in lieu of
Equity Shares of Sir
Shadi Lal Sugar &
General Mills Ltd.,
consequent to its
amalgamation with
Swarup
Vegetable
Products Industries
Ltd.
07.12.1972
Cash
20.01.1973
Sale/transfer
23.05.1994
23.05.1994
$6,363
2.831
10/-
10/-
-
-
-
-
*(47)
10/-
10/-
9,370
(Balance 4595
shares are in
lock-in)
10/-
10/-
$47
10/-
10/-
*(11,091)
10/-
10/-
Transmission
#7,583
10/-
Transmission
$20,025
10/-
16.07.1994
Cash
31.08.1994
Bonus
29.10.2005
Bonus
0.035
1
0.058
1
10/-
0.153
1
0.985
1
1,29,000
10/-
10/-
6,45,000
(47,951
shares to be
locked in for 1
year)
4,83,750
10/-
10/-
10/-
10/-
4.927
3
3.694
3
9.853
20.07.1970
Cash
$7,272
10/-
10/-
10.04.1972
Sale/transfer
*(706)
10/-
10/-
13
1
0.001
12,90,000
TOTAL (B)
Mr. Govind Swarup
Face value
(Rs.)
Cash
TOTAL (A)
Mr. Prabhat Kumar
Swarup
No. of Shares
-
-
27.09.1972
07.12.1972
08.02.1974
22.06.1974
26.05.1975
16.07.1994
Issued in lieu of
Equity Shares of Sir
Shadi Lal Sugar &
General Mills Ltd.,
consequent to its
amalgamation with
Swarup
Vegetable
Products Industries
Ltd.
9,750
(Balance 5816
shares are in
lock-in)
$706
Cash
Sale/transfer
*(3,500)
Sale/transfer
*(7,000)
Cash
$8,318
59,360
Cash
31.08.1994
Bonus
29.10.2005
Bonus
TOTAL ( C)
2,96,800
(22,064
shares to be
locked in for 1
year)
2,22,600
10/-
10/-
10/-
10/-
10/-
10/-
10/-
10/-
10/-
10/
20.07.1970
Cash
0.064
1
10/
0.454
1
10/-
2.267
3
10/-
10/-
1.700
3
4.534
10/-
10/-
10/-
10/-
10.04.1972
Sale/transfer
27.09.1972
500
10/-
10/-
07.12.1972
Issued in lieu of Equity
Shares of Sir Shadi Lal
Sugar & General Mills
Ltd., consequent to its
amalgamation with
Swarup Vegetable
Products Industries Ltd.
Cash
$2,389
10/-
10/-
25.05.1976
Cash
$2,500
10/-
10/-
04.09.1980
Cash
$1,000
10/-
10/-
30.10.1992
Transmission
#8,227
10/-
16.07.1994
Cash
$9,850
10/-
10/-
16.07.1994
Cash
83,671
10/-
10/-
31.08.1994
Bonus
10/-
10/-
30.03.1998
Cash
4,33,900
(32,788 shares
to be locked in
for 1 year)
$409
10/-
10/-
30.03.1998
Cash
$1,636
10/-
10/-
29.10.2005
Bonus
3,26,652
10/-
10/-
TOTAL SHARES TO BE LOCKED IN (A+B+C+D)
1
0.005
10/-
$2,727
(Balance 338
shares are in
lock-in)
*(2,389)
TOTAL (D)
1
10/-
5,93,600
Mr. Ajay Kumar
Swarup
0.044
8,71,072
31,25,248
0.003
0.004
0.018
0.019
0.008
0.063
0.075
0.639
3.314
0.003
0.012
2.495
1
1
1
1
1
1
1
1
3
3
3
3
6.653
23.871
* - Indicates Equity Shares (mentioned in brackets) sold/transferred out.
$- Indicates Shares purchased.
# -Indicates Shares acquired by way of transmission.
Notes:
1. Out of the total Promoters’ holding, 20% of the Post-Issue Equity Share Capital i.e., 26,18,422 Equity
Shares will be locked in for 3 years. The lock-in period shall commence from the date of allotment of
Equity Shares in this issue. The Promoters’ Contribution has been brought in to the extent of not less
than specified minimum lot and from persons defined as Promoters under the SEBI DIP Guidelines.
14
The lock-in shares mentioned above has been arrived on the basis of ‘Issued Last, Locked First’. The
promoters have given a written undertaking that these shares shall not be transferred except inter se
transfer as per the SEBI guidelines. However any allotment of shares to the promoter directors in the
Eligible employees portion will be locked-in for a period of 1 year in accordance with Clause 4.12.1 of the
SEBI (Disclosure and Investor Protection) Guidelines, 2000.
2.
In terms of Clause 4.14.1 of the SEBI Guidelines, in addition to the lock-in of 20% of post-issue
shareholding of the Promoter for three years, as specified above, the entire pre-issue share capital shall
be locked in for a period of one year from the date of allotment in this issue.
3.
Locked-in Equity Shares held by the Promoter can be pledged with banks or financial institutions as
collateral security for loans granted by such banks or financial institutions. In terms of Clause 4.16(b) of
the SEBI Guidelines, Equity Shares held by the Promoters may be transferred to and amongst the
Promoter/Promoter Group or to a new promoter or persons in control of the Company subject to
continuation of the lock-in in the hands of the transferees for the remaining period and compliance with
the Securities and Exchange Board of India (substantial Acquisition of Shares and Takeovers)
Regulations, 1997, as applicable.
4.
Further, in terms of Clause 4.16(a) of the SEBI Guidelines, Equity Shares held by shareholders other
than the Promoter may be transferred to any other person holding shares which are locked-in as per
Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the hands of the transferees
for the remaining period and compliance with the Securities and Exchange Board of India (substantial
Acquisition of Shares and Takeovers) Regulations, 1997, as applicable.
Final Shareholding of Promoters
Name of Promoter
Shares allotted
Mrs. Ved Vati Swarup
3,64,666
Mr. Madhav Kumar Swarup
Add: Shares
acquired by way
other than
allotment
22,996
-
-
Mr. Prabhat Kumar Swarup
Pre- Issue
Shareholding
17,086
4.30%
-
-
12,57,750
43,388
11,138
14.96%
5,78,760
26,046
11,206
6.89%
8,44,223
30,45,399
29,238
1,21,668
2,389
41,819
10.10%
36.25%
Mr. Govind Swarup
Mr. Ajay Kumar Swarup
Total
Less: Shares
transferred
5. Shareholding pattern of persons in Promoters Group and their Relatives and Lock in of their Contribution:
Name
Mr. Shravan
Kumar Swarup
Date of Allotment
Consideration No. of Shares
Face Value Issue Price
20.07.1970
Cash
$1,818
10
10
10.04.1972
Cash
$4,749
10
10
27.09.1972
9,750
(Balance 3568
shares are in
lock-in)
10
10
07.12.1972
Issued in lieu of
Equity Shares of
Sir Shadi Lal
Sugar & General
Mills Ltd.,
consequent to
its
amalgamation
with Swarup
Vegetable
Products
Industries Ltd.
Sale/transfer
*(4,749)
10
10
26.05.1975
Sale/transfer
*(8,000)
10
10
16.07.1994
Cash
29,844
10
10
31.08.1994
Bonus
1,33,648
10
10
15
%age of
Post issue
Capital
0.027
0.228
1.021
Lock in
period
(Years)
1
1
1
29.10.2005
Bonus
Sub Total (A)
Mrs. Saroj Rani
Swarup
10
10
2,67,296
20.07.1970
Cash
10.04.1972
Sale/transfer
27.09.1972
07.12.1972
Issued in lieu of
Equity Shares of
Sir Shadi Lal
Sugar & General
Mills Ltd.,
consequent to
its
amalgamation
with Swarup
Vegetable
Products
Industries Ltd.
Cash
16.07.1994
Cash
31.08.1994
29.10.2005
10
10
10
10
1,500
10
10
$1,894
10
10
58,672
10
10
Bonus
2,52,324
10
10
Bonus
1,89,243
10
10
5,04,648
20.07.1970
$1,818
10
10
10.04.1972
Cash
10
10
27.09.1972
10
10
07.12.1972
Issued in lieu of
Equity Shares of
Sir Shadi Lal
Sugar & General
Mills Ltd.,
consequent to
its
amalgamation
with Swarup
Vegetable
Products
Industries Ltd.
Sale/transfer
$1,964
(Balance 1818
shares are in
lock-in)
5,620
*(1,964)
10
10
31.08.1994
Bonus
29,752
10
10
29.10.2005
Bonus
22,314
10
20
59,504
Mrs. Radha Rani 20.7.1970
Modi
Cash
0.008
0.011
0.015
0.448
1.927
1.446
1
1
1
1
1
1
0.014
0.043
0.227
0.171
1
1
1
1
0.455
$2,727
(Balance 338
shares are in
lock-in)
*(2,389)
10
10
10
10
10.04.1972
Sale/transfer
27.09.1972
500
10
10
07.12.1972
Issued in lieu of
Equity Shares of
Sir Shadi Lal
Sugar & General
Mills Ltd.,
consequent to
its
amalgamation
with Swarup
Vegetable
Products
Industries Ltd.
Cash
$2,389
10
10
31.08.1994
Bonus
12,908
10
10
16
1
3.855
Cash
Sub Total (C)
0.766
2.042
$2,909
(Balance 1015
shares are in
lock-in)
*(1,894)
Sub Total (B)
Mrs. Abha Rani
Modi
1,00,236
0.002
0.004
0.018
0.099
1
1
1
1
29.10.2005
Bonus
9,681
Sub Total (D)
Mr. Adarsh
Swarup
10
25,816
$6,000
10
10
01.11.1990
Cash
$3,318
10
10
30.10.1992
Cash
$2,500
10
10
23.05.1994
Transmission
#4,000
10
10
16.07.1994
Cash
89,816
10
10
31.08.1994
Bonus
4,22,536
10
10
29.10.2005
Bonus
3,16,902
10
10
8,45,072
Mrs. Neera Rani 20.07.1970
Jalan
Cash
10
10
10
10
1,500
10
10
$803
10
10
10.04.1972
Sale/transfer
27.09.1972
07.12.1972
Issued in lieu of
Equity Shares of
Sir Shadi Lal
Sugar & General
Mills Ltd.,
consequent to
its
amalgamation
with Swarup
Vegetable
Products
Industries Ltd.
Cash
31.08.1994
Bonus
13,272
10
10
29.10.2005
Bonus
9,954
10
10
$909
10
10
*(909)
10
10
26,544
Cash
10.04.1972
Sale/transfer
07.12.1972
Cash
$909
10
10
20.01.1973
Cash
$1,591
10
10
31.08.1994
Bonus
10,000
10
10
29.10.2005
Bonus
7,500
10
10
20,000
Mrs. Bina Kumari 20.07.1970
Jalan
10.04.1972
Cash
Sale/transfer
$1,818
(Balance 1518
shares are in
lock-in)
*(300)
17
0.046
0.025
0.019
0.031
0.686
3.227
2.421
1
1
1
1
1
1
1
0.008
0.011
0.006
0.102
0.076
1
1
1
1
1
0.203
20.07.1970
Sub Total (G)
1
6.455
$1,818
(Balance 1015
shares are in
lock-in)
*(803)
Sub Total (F)
0.074
0.197
Cash
20.01.1973
Sub Total (E)
Mrs. Namita
Kumari Khemka
10
0.007
0.012
0.077
0.057
1
1
1
1
0.153
10
10
10
10
0.012
1
27.09.1972
07.12.1972
Issued in lieu of
Equity Shares of
Sir Shadi Lal
Sugar & General
Mills Ltd.,
consequent to
its
amalgamation
with Swarup
Vegetable
Products
Industries Ltd.
Cash
31.08.1994
Bonus
16,272
10
10
29.10.2005
Bonus
12,204
10
10
Sub Total (H)
Mrs. Vibha
Swarup
10
10
$300
10
10
32,544
Cash
$3,500
10
10
01.03.1978
Cash
$8,500
10
10
23.05.1994
Cash
$4,000
10
10
16.07.1994
Cash
64,000
10
10
31.08.1994
Bonus
3,20,000
10
10
29.10.2005
Bonus
2,40,000
10
10
6,40,000
Cash
$10,000
10
10
16.07.1994
Cash
40,000
10
10
31.08.1994
Bonus
2,00,000
10
10
29.10.2005
Bonus
1,50,000
10
10
4,00,000
Mrs. Manju Rani 20.07.1970
Swarup
Cash
$2,909
10
10
*(2,909)
10
10
Sale/transfer
07.12.1972
Cash
$2,909
10
10
25.05.1976
Cash
$500
10
10
16.07.1994
Cash
60,780
10
10
31.08.1994
Bonus
2,56,756
10
10
29.10.2005
Bonus
1,92,567
10
10
5,13,512
0.093
1
1
0.027
0.065
0.030
0.489
2.444
1.833
1
1
1
1
1
1
0.076
0.306
1.527
1.146
1
1
1
1
0.022
0.004
0.464
1.961
1.471
1
1
1
1
1
3.922
Mr. Rahul Kumar 25.05.1976
Swarup
Cash
$2,000
10
10
04.09.1980
Cash
$1,000
10
10
30.10.1982
Cash
#8,228
10
10
16.07.1994
Cash
84,261
10
10
16.07.1994
Cash
$11,377
31.08.1994
Bonus
4,27,464
18
0.125
1
3.055
10.04.1972
Sub Total (K)
0.002
1
4.888
01.03.1978
Sub Total (J)
0.017
0.249
08.02.1974
Sub Total (I)
Mr. Siddharth
Swarup
2,250
10
10
10
10
0.015
0.007
0.063
0.644
0.087
3.265
1
1
1
1
1
1
31.08.1994
Cash
29.10.2005
Bonus
Sub Total (L)
$2,045
10
10
3,21,825
10
10
0.016
2.458
8,58,200
Total (A+B+C+D+E+F+G+H+I+J+K+L)
1
1
6.555
41,93,136
32.029
* - Indicates Equity Shares (mentioned in brackets) sold/transferred out.
$ - Indicates Shares purchased.
# - Indicates Shares acquired by way of transmission.
Note: All ineligible shares as per Clause 4.6 of SEBI DIP Guidelines have been locked in for 1 year and shares
eligible for contribution of 20% shares to be brought in by the promoters shall be locked in for 3 years.
Note: In case the final allotment of shares exceeds the number of equity shares offered through this issue on
account of rounding off to the nearest integer as decided at the time of allotment, the number of shares to be
locked in for 3 years shall be calculated on the increased allotted share capital.
The Promoters’ contribution has been brought in to the extent that it is not less than the specified minimum lot of
Rs. 25,000/- per application from each individual and Rs. 1,00,000/- from companies, as applicable.
*
The lock in period shall commence from the date of allotment in the Public Issue and the last date of the
lock-in shall be reckoned as three years from the date of commercial production or date of allotment of
shares in the public issue, whichever is later.
3.
Pre-issue and Post-issue Shareholding pattern of the Promoters’ Group, Friends and Associates
Name of the Shareholder
Pre Issue
No. of Shares
Post Issue
%age Holding
No. of Shares
%age Holding
PROMOTERS
Mrs. Ved Vati Swarup
3,70,576
4.30%
3,70,576
2.83%
Mr. Madhav Kumar Swarup
-
-
-
-
Mr. Prabhat Kumar Swarup
12,90,000
14.96%
12,90,000
9.85%
4.54%
Mr. Govind Swarup
5,93,600
6.89%
5,93,600
Mr. Ajay Kumar Swarup
8,71,072
10.10%
8,71,072
6.65%
31,25,248
36.25%
31,25,248
23.87%
Mr. Shravan Kumar Swarup
2,67,296
3.10%
2,67,296
2.04%
Mrs. Saroj Rani Swarup
5,04,648
5.85%
5,04,648
3.86%
Mrs. Abha Rani Modi
59,504
0.69%
59,504
0.46%
Mrs. Radha Rani Modi
25,816
0.30%
25,816
0.19%
8,45,072
9.80%
8,45,072
6.46%
Mrs. Neera Rani Jalan
26,544
0.31%
26,544
0.20%
Mrs. Namita Kumari Khemka
20,000
0.23%
20,000
0.15%
Mrs. Bina Kumari Jalan
32,544
0.38%
32,544
0.25%
Mrs. Vibha Swarup
6,40,000
7.42%
6,40,000
4.89%
Mr. Siddharth Swarup
4,00,000
4.64%
4,00,000
3.05%
Sub Total (a)
PROMOTERS’ GROUP
Relatives of Promoters
Mr. Adarsh Swarup
Mrs. Manju Rani Swarup
5,13,512
5.96%
5,13,512
3.92%
Mr. Rahul Kumar Swarup
8,58,200
9.95%
8,58,200
6.56%
41,93,136
48.64%
41,93,136
32.03%
-
-
-
-
-
-
-
-
Sub Total (b)
Bodies Corporates
Sub Total (c)
19
Shareholding of the Promoters’ Group
I=(a+b+c)
73,18,384
84.89%
73,18,384
55.90%
Non- Promoters
Friends and Associates
Mrs. Asha Kumari Swarup
1,71,144
1.99%
1,71,144
1.31%
Mr. Harsh Swarup
3,98,680
4.62%
3,98,680
3.05%
Mrs. Shalini Nopani
11,272
0.13%
11,272
0.08%
Mrs. Rashmi Gupta
25,816
0.30%
25,816
0.19%
4,000
0.05%
4,000
0.03%
5,85,680
6.79%
5,85,680
4.47%
Mrs. Shefali Rani
Mr. Sanjiv Swarup
Mrs. Vasavi Swarup
80,000
0.93%
80,000
0.61%
Mr. Amit Gupta
15,272
0.18%
15,272
0.12%
Mr. Vivek Gupta
11,272
0.13%
11,272
0.09%
13,03,136
15.11%
13,03,136
9.95%
Other Body Corporates
-
-
-
-
Sub Total (e)
Sub Total (d)
4.
-
-
-
-
Shareholding of Non Promoters
II=(d+e)
13,03,136
15.11%
13,03,136
9.95%
Total (I+II)
86,21,520
100.00%
86,21,520
65.85%
The Pre-issue and Proposed Post Issue Share Holding Pattern of SVP Industries Limited is as
under:
Pre-Issue
Category
No. of Shares
Promoters and Promoters’ Group
73,18,384
Post-Issue
% Holding
No. of Shares
84.89%
% Holding
73,18,384
55.90%
13,03,136
9.95%
Non-Promoters:
i.
Friends and Associates
13,03,136
15.11%
ii. Public & Employees
(pursuant to this issue)
-
-
Total
86,21,520
100.00%
#
44,70,590
1,30,92,110
34.15%
100.00%
# This includes 2,23,530 Equity Shares reserved for Employees under the Employee Reservation Portion,
which will be determined after allotment of Equity Shares pursuant to this Issue.
The Promoters and the Promoters’ Group or the Directors of the Issuer Company have not purchased or sold
any Equity Shares from the market during a period of six months preceding the date on which the Draft
Prospectus is filed with SEBI.
5.
Equity Shares held by top 10 ten shareholders:
a.
The details of top ten shareholders and the Equity shares held by them on 28.3.2006 are as follows:
Sl. No.
Name of the Shareholder
No. of Shares
%age Holding
12,90,000
14.96%
Ajay Kumar Swarup
8,71,072
10.10%
3.
Rahul Kumar Swarup
8,58,200
9.95%
4.
Adarsh Swarup
8,45,072
9.80%
5.
Smt. Vibha Swarup
6,40,000
7.42%
6.
Govind Swarup
5,93,600
6.89%
1.
Prabhat Kumar Swarup
2.
7.
Sanjeev Swarup
5,85,680
6.79%
8.
Smt. Manju Rani Swarup
5,13,512
5.96%
9.
Smt. Saroj Rani Swarup
5,04,648
5.85%
10.
Siddharth Swarup
4,00,000
4.64%
(To be updated at the time of filing the final Draft Prospectus with ROC)
20
b.
The details of top ten shareholders and the Equity shares held by them on 18.3.2006 (being 10 days
prior to the above date) are as follows:
Sl. No.
No. of Shares
%age Holding
12,90,000
14.96%
Ajay Kumar Swarup
8,71,072
10.10%
Rahul Kumar Swarup
8,58,200
9.95%
1.
Prabhat Kumar Swarup
2.
3.
4.
Adarsh Swarup
8,45,072
9.80%
5.
Smt. Vibha Swarup
6,40,000
7.42%
6.
Govind Swarup
5,93,600
6.89%
7.
Sanjeev Swarup
5,85,680
6.79%
8.
Smt. Manju Rani Swarup
5,13,512
5.96%
9.
Smt. Saroj Rani Swarup
5,04,648
5.85%
10.
c.
Name of the Shareholder
Siddharth Swarup
4,00,000
4.64%
(To be updated at the time of filing the final Draft Prospectus with ROC)
The details of top ten shareholders and the Equity shares held by them on 28.3.2004 (being 2 years prior
to the above date) are as follows:
Sl. No.
Name of the Shareholder
No. of Shares
%age Holding
1.
Prabhat Kumar Swarup
8,06,250
14.96%
2.
Ajay Kumar Swarup
5,44,420
10.10%
3.
Rahul Kumar Swarup
5,36,375
9.95%
4.
Adarsh Swarup
5,28,170
9.80%
5.
Smt. Vibha Swarup
4,00,000
7.42%
6.
Govind Swarup
3,71,000
6.89%
7.
Sanjeev Swarup
3,66,050
6.79%
8.
Smt. Manju Rani Swarup
3,20,945
5.96%
9.
Smt. Saroj Rani Swarup
3,15,045
5.85%
10.
Siddharth Swarup
2,50,000
4.64%
(To be updated at the time of filing the final Draft Prospectus with ROC)
i.
The Company, its Promoters, Directors, and/or the Lead Manager have not entered into any ‘buy-back’
and/or ‘standby arrangement’ for purchase of Equity Shares of the Company offered through this Draft
Prospectus.
ii.
An over-subscription to the extent of 10% of the net offer to public can be retained for the purpose of
round off to the nearest multiple of minimum allotment lot, while finalizing the allotment.
iii.
The Company has not raised any bridge loan from any Bank against the proceeds of this issue.
iv.
The Equity Shares offered through this Issue will be fully paid up, and hence there shall be no partly
paid shares in this Issue.
v.
As per SEBI Guidelines, a minimum of 50% of the net offer to the public is reserved for allotment to
individual investors applying for Equity Shares of or for a value of not more than Rs. 1,00,000/-. The
remaining 50% of the offer to the public is reserved for individuals applying for Equity Shares of a
value more than Rs. 1,00,000/- and corporate bodies/institutions etc.
vi.
The Company shall not make further issue of capital in any manner whether by way of issue of bonus
shares, preferential allotment, rights issue, or pubic issue or otherwise during the period commencing
from the submission of offer document to the SEBI for this public issue, till the securities offered to in
the said document have been listed or the application money refunded on account of non-listing or
under-subscription, etc.
vii.
Presently, the Company does not have any intention or proposal to alter its capital structure for a
period of six months from the date of opening of the Issue, whether by way of split or consolidation of
the denomination of the Equity Shares or by way of further issue of Equity capital (including issue of
securities convertible into or exchangeable, directly or indirectly, for Equity Shares) whether
preferential or otherwise, except that the Company may issue options to its employees pursuant to any
employee stock option plan, or if the company goes for acquisitions, mergers or joint ventures, it may
21
consider raising additional capital to fund such activity or use Equity Shares as currency for acquisition
and/or participation in such joint ventures or issue Shares on such merger, if any.
viii.
The Company undertook a revaluation of its fixed assets comprising Land and Building, which was
revalued at Rs. 989.03 lakhs. The Company has revalued its land and building, situated at Village
Khanupur, and Jahangirpur P.O. Mansurpur, Distt. Muzaffarnagar, and at Rourkee Road,
Muzaffarnagar, as on 31st March, 1994. In terms of the Valuation Report of M/s Bansal & Associates,
Muzaffarnagar, UP., dated July 1, 1994, the Land comprising Factory Buildings and open land,
Residential Colony, and Administrative Office was valued at Rs. 689.62 lakhs. The Building comprising
Distillery Unit, Vanaspati Unit, Agro (Oil Refinery) Unit, Administrative Office, and Residential Colony
was valued at Rs. 308.41 lakhs. Please refer to the same in detail mentioned at page no. 212 of this
Draft Prospectus.
ix.
An investor cannot apply for more than the number of Equity Shares offered under this Issue, subject
to the maximum limit of investment prescribed under relevant laws applicable to each category of
investor.
x.
The Company has issued Equity shares, by way of Bonus Issue in the ratio of 4:1 on 31st August, 1994
and in the ratio of 3:5 on 29th October 2005.
xi.
Details of capitalization of the Reserves by the Company in the past:
Date of Allotment
of Bonus Shares
Ratio of Bonus
Issue
Number of Equity
Shares of Rs. 10/- each
issued as Bonus
Amount of Reserves
Capitalized
31.08.1994
4:1
43,10,760
Rs. 4,31,07,600
29.10.2005
3:5
32,33,070
Rs. 3,23,30,700
The bonus
revaluation
September,
Revaluation
issue of 43,10,760 equity shares was made by way of capitalization of capital and
reserves amounting to Rs. 4,31,07,600/-, which as per the Annual Report as on 30th
2004, comprised Rs. 16,83,791/- from Capital Reserve, and Rs. 4,14,23,809/- from
Reserve.
The bonus issue of 32,33,070 equity shares was made by way of capitalization of Capital Reserves. M/s
B.R. Maheshwari & Co., Chartered Accountants, statutory auditors of the Company, have vide their
certificate dated 13th March, 2006 certified that the issue of bonus shares out of capitalization of
Capital Reserve in respect of the bonus issue of 29th October, 2005, is in accordance with the relevant
provisions of the Companies Act, 1956, and the rules framed thereunder.
xii.
The Company has not issued any Equity shares for consideration other than cash except to the extent
of:
a.
Issue of Equity Shares, consequent to the amalgamation of the Company (Sir Shadilal Sugar &
General Mills Ltd. with erstwhile Swarup Vegetable Products Industries Ltd.) mentioned in Notes
to Capital Structure on page no. 11 of the Draft Prospectus.
xiii.
At any given point of time, there shall be only one denomination for the Equity Shares of the Company,
unless otherwise permitted by law. The Company shall comply with such disclosure and accounting
norms as may be specified by SEBI from time to time.
xiv.
The Company has a total of 25 (Twenty Five) Equity Share Holders as on the date of filing of the Draft
Prospectus with SEBI.
xv.
There are no transactions in the securities of the Company during preceding 6 months which were
financed directly or indirectly by the promoters, their relations, their group Companies or associates or
by the above entities directly or indirectly to other persons.
xvi.
The shareholders of the Company do not hold any warrant, option or convertible loan or any
debentures, which would entitle them to acquire further shares of the Company.
xvii.
Written consent for lock-in has been obtained from the persons whose shares form part of promoters’
contribution and form part of lock in.
xviii.
The Equity Shares to be held by the Promoters, their relatives & associates under the lock-in period
shall not be sold / hypothecated / transferred during the lock-in period, except for pledging to Indian
Banks and Financial Institutions for obtaining financial assistance by way of term loan or working
capital assistance. However, inter se transfers between the promoters named as such would be
permitted, provided that the requirement of the lock-in period guidelines continue to apply, to the
extent initially prescribed.
xix.
An applicant in the net public category cannot make an application for a number of securities, which
exceeds the net offer to the Public.
22
xx.
Under-subscription, if any, in the Employee Reservation Portion will be added back to the Retail
Portion. In case of under-subscription in the Net Issue, spillover to the extent of the under-subscription
will be permitted from the Employee Reservation Portion.
xxi.
The unsubscribed portion in any reserved category may be added to any other category
interchangeably.
xxii.
In case of over-subscription, allotment will be on proportionate basis as detailed in Para on “Basis of
Allotment”.
xxiii.
Allotment shall be on a proportionate basis rounded off to the nearest integer subject to the minimum
allotment being equal to the minimum application size. In case of over-subscription the proportionate
allotment will be subject to the reservation for Retail Individual Investors as below: a). A minimum of 50% of the net offer to the public will initially be made available for allotment to
retail individual investors.
b). The balance net offer to the public shall be made available for allotment to applicants other than
retail individual investors.
Under–subscription, if any, in the Non Institutional Retail category would be allowed to be met with
spill over interse from any other category, at the sole discretion of our Company in consultation with
the LM.
Applicant cannot make an application for more than the number of Equity Shares offered to the public,
subject to the maximum limit of investment prescribed under relevant laws applicable to each category
of investor.
xxiv.
The Equity Shares will be issued and traded on the Stock Exchange only in dematerialized form. Hence
the market lot of the Equity Shares is 1 (One share).
23
vii.
OBJECTS OF THE ISSUE
The objects of the Issue are as stated herein below:
i. 50 KLPD Alcohol Plant capable of running on both grains and molasses.
ii. Expansion of existing Ethanol Plant by setting up an additional 40 KLPD capacity plant.
iii. Captive Power plant, with biogas as primary fuel, by putting up High Pressure Boiler with backpressure
turbine.
iv. Reverse Osmosis Plant and Bio-Composting facility.
v. Brand development for marketing of IMFL brands.
vi. To meet the expenses of the Issue.
vii. To list the equity shares of SVP Industries Ltd on the Bombay Stock Exchange Limited (BSE), and the
National Stock Exchange of India Limited (NSE), which will enhance the Company’s brand name and
provide liquidity to its existing and future shareholders.
The main Objects Clause, and objects incidental or ancillary to the main objects clause, of the Company’s
Memorandum of Association permits the Company to undertake existing activities and activities for which the
funds are being raised the Company, through the present issue.
COST OF THE PROJECT AND MEANS OF FINANCING
The Company’s proposed expansion cum modernization project at its existing manufacturing facilities at
Mansurpur, District Muzaffarnagar, in the state of Uttar Pradesh, at an estimated cost of Rs. [*] lakhs. The
various components of the cost of the Project are:
SL.NO.
PROJECT PARTICULARS
1.
50 KLPD Wash to ENA Plant with liquefaction, fermentation and Distillation
2.
3.
40 KLPD Absolute Alcohol Plant
67 KG/CM2 Pressure Boiler 30TPH capacity
AMOUNT
(Rs. In lakhs)
2482
223
601
4.
5.
6.
7.
3000 KW Back Pressure Turbine
800 Cubic metre/day Reverse Osmosis Plant
Alcohol Storage Tanks
Power House
273
263
30
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
60 TPD Thermophilic Reactor Biogas Plant
Bio-composting Yard with equipments
Office Building
General Store
Bottling Hall with 4 Lines and Tanks
Boundary Wall, Roads and Drains
Molasses Storage Tanks (2 Nos.)
Grain Plant Storage
Warehouse
Cooling Tower
Piping
Electrical
Miscellaneous Equipments
IMFL Brand Development
Margin Money for Working Capital
IPO Expenses
TOTAL
175
100
15
10
250
25
100
30
15
7
50
30
16
150
150
[*]
[*]
5
MEANS OF FINANCING
The Project is proposed to be funded from Company’s Internal Reserves, public issue of equity shares, and term
loan from SREI Infrastructure Finance Ltd. The proposed means of the finance for the Project is as under:
SL.NO. PARTICULARS
AMOUNT
(Rs. In lakhs)
Term Loan
1200
1.
2.
3.
Internal Accrual
IPO
TOTAL
330
[*]
[*]
24
The Company confirms that firm arrangements of finance through verifiable means towards 75% of the stated
means of finance, excluding the amount to be raised through the proposed public issue has been made.
Brief note on the term loan sanctioning authority and basic terms and conditions of the term loan:
The Company has been sanctioned a term loan Rs. 1200 lakhs by SREI Infrastructure Finance Ltd.,
“Vishwakarma”, 86C, Topsia Road (South), Kolkata, to part-finance the proposed modernization and expansion
plans vide its letter no. SIFL:IPF: 2005-06 dated January 24, 2006.
The indicative terms of the Project Term Loan is as under:
Purpose
To part finance the expansion plans including Turbines and Effluent
Treatment Plants
Nature of Facility
Term Loan/Hire Purchase/ Finance Lease
Lender
SREI Infrastructure Finance Limited
Borrower
SVP Industries Limited
Facility Amount
Rs. 12 crores
Loan Tenor
5 years
Repayment
Repayments in 54 equal monthly installments after a moratorium of 6
months
Security
1. Pari-passu charge on all present and future Fixed Assets of the
Company
2. Personal Guarantee of promoters (Mr. Madhav Kumar Swarup, Mr.
Prabhat Kumar Swarup, Mr. Govind Swarup)
3.
Financial Charges &
PDC’s of all installments including interest
1% of net exposure
Reimbursement of Travel &
other Expenses
Interest Rate
12.25% p.a. payable monthly
Special Conditions
1.
The term loan would be disbursed subject to the Company raising
monies by way of issue of equity share capital for the project to the
extent of Rs. 38 crores either through private placement or IPO, to
the satisfaction of SREI Infrastructure Finance Ltd.
2.
Right to monitor the project, review the progress of implemenation
and the current working of the Company and right to appoint
Technical/ Chartered Accountants firm for carrying out independent
review of implementation and financial performance.
3.
Right to appoint Nominee Director on the Board at any time during
the currency of the assistance
4.
The
Company
shall
not
declare
any
dividend
without
SREI
5.
Promoters shall not pledge / sell their holdings in the Company
Infrastructure Finance Ltd.’s written approval
without SREI Infrastructure Finance Ltd.’s written approval
Documentation
Loan Documentation and other Facility documentation as may be required
by SREI Infrastructure Finance Ltd.
Documentation
Charges
and
At actuals to Borrower’s account (currently, it is Rs. 280/lakh)
Legal Expenses
Prepayment
Facility may be prepaid with prepayment premium as given below at any
time by giving 30 days prior notice
At 2% of the outstanding unrecovered principal amount.
Unpaid Liability
Any amount remaining unpaid on due date would be Unpaid Liability.
25
Compensation
for
Liability
Unpaid
Without prejudice to any of the Lender’s rights and privileges, Borrower
shall be liable to pay on demand compensation for late payment at the rate
of 24% per annum with monthly rest of each instalment or part thereof
which remains unpaid on and after the respective due date.
Duties, Taxes etc
Any duty, Cess, taxes including but not limited to sales tax, customs duty,
value added tax, service tax, turnover tax, levies or contingency etc. on the
above assets as well as on the Loan transaction, if and as applicable, is to
be borne by Borrower.
Installment Variation
The Installments are based on SREI Infrastructure Finance Ltd. Benchmark
Rate (SBR). For any change in the SBR in a given month, variation of
interest for the following month will be calculated with respect to each
twenty five basis point change in the SBR, corresponding to the time when
the variation in prime lending rate takes place. In case the account is
irregular, no benefit for reduction in SBR would be passed on, though the
increase in SBR will be loaded. As on date SBR for 5 year loan is 11% p.a.
Validity
This sanction is valid for 15 days from the date of issue and will expire after
that if not accepted by the client by way of payment of Financial Charges &
Reimbursement of Travel & other Expenses as mentioned in this sanction
letter.
The said sanction letter has been accepted by the Company in the meeting of its Board of Directors on January
27, 2006.
FUNDING REQUIREMENTS
The total cost of the project is Rs. [*] Lakhs. This cost of project also includes the estimated expenses related to
public issue, which amounts to Rs. [*] Lakhs. The Issue related expenses include, among others, issue
management fees, brokerage and printing and distribution expenses, legal fees, advertisement expenses,
registrar and depository fees and listing fees.
26
BREAK UP OF PROJECT COST
APPRAISAL
The project is not appraised, so all the estimation of fund requirement is based on management’s internal
estimation. The break up of the Project cost under the various heads has been estimated as under: (As per the
Report of SVP Industries Limited dated 25th January, 2006)
A.
50 KLPD ALCOHOL PLANT CAPABLE OF RUNNING ON BOTH GRAINS AND MOLASSES.
The Company proposes to set up 50 KLPD wash to ENA Multipressure Distillation Plant with Liquefaction,
Fermentation, Distillation & Evaporation plant.
The salient features are:
The Liquefaction Section and Grain Fermentation Section have been designed to produce 50 KLPD total Spirit
on Grain mode.
The “HIFERM" fermentation system has been designed considering Duel mode of operation and it has been
provided with effective fermented wash cooling system, molasses handling system, molasses broth mixture,
recovery of alcohol through carbon dioxide and yeast activation system. The same system can be operated
on either Grain Mode or Molasses Mode.
The "ECOFINE MPR" Multipressure Distillation plant has been provided for producing Wash to ENA or Rectified
Spirit as the final product. The Distillation scheme consists of nine columns namely Analyser, Degassifier,
Aldehyde, Pre-rectifier, Extractive Distillation, Rectifier Cum Exhaust, Recovery, Recovery Exhaust and
Simmering Column. The Technical Alcohol Cut produced shall be 6.5% of Total Spirit produced. The steam
consumption shall be 3.5 Kg/liter of total spirit produced for Grain as feedstock whereas for Molasses, it shall
be 3.20 kg per Litre of total spirit produced.
Estimated Cost of the Section:
Prices for Design, Detailed Engineering, Fabrication, Supply, Commissioning of Plant and Machinery in
Liquefaction, Fermentation, and Multipressure Distillation Sections to produce 50,000 LPD of Total Spirit.
Sl.
No.
1.
Rs. in lakhs
COST
PARTICULARS
GROUP I: Liquefaction, Fermentation and Distillation section.
1465.00
GROUP II: Thin Slop Concentration Plant.
Design, Basic, Detailed Engineering, Supply and Commissioning of:
i.
50 KL TS Slurry Preparation and Liquefaction Section with Single loop
Controller based Instrumentation.
ii.
50 KL Saccharification & Fermentation Section suitable for Molasses as well
as Grain Mash as input to the section.
iii. Wash to E.N.A. Multipressure Distillation Plant suitable to Produce 50 KLPD
Total Spirit on Grain Mode or 50 KLPD Total Spirit on Molasses mode with
PLC based instrumentation for Distillation section.
iv. Thin Slop Evaporation Plant to concentrate the Grain based thin slop to
60% concentration as per the scope battery limits given in Group II.
OTHER WORKS
a.
b.
c.
d.
Decanters
Paddle Mixer for making Thin Slop Concentrate with Wet Cake for
making DWGS.
Grain Godown- 30 days storage
Grain Cleaning & Milling Section with imported Mill
Water Treatment Plant & Distribution consisting of the following:
- Chlorination Unit
- Softening Plant
27
55.00
12.00
25.00
150.00
35.0
-
DM Plant
Water Treatment Plant for existing requirement has not been
considered.
Electrical:
Cabling from individual motors to respective MCCs for following
sections i.e.,:
- Liquefaction and Fermentation Section.
- Distillation Section.
- Evaporation Section.
- Cooling towers for Main Plant and Evaporation Plant.
- Plant and Yard Lighting for our scope of work
Cooling Tower, Cooling water Recirculation pumps and supply and
Return piping as per battery limits
Interconnections- Steam, PRDS, Spent wash, Condensate, Soft
water, DM Water, Raw water, Concentrated Slops etc.
Civil & Structural Work
Main Plant & Machinery.
Evaporation Plant.
Water Treatment plant.
Cooling Tower for Main Plant and evaporation Section.
Packing, forwarding, Transportation, Transit Insurance, Excise Duty, Sales tax,
Service tax etc for Main Plant, Evaporation Plant and other items.
TOTAL COST
e.
f.
g.
h.
i.
B.
75.00
75.00
40.00
275.00
275.00
2482.00
EXPANSION OF EXISTING ETHANOL PLANT BY SETTING UP AN ADDITIONAL 40 KLPD CAPACITY
PLANT.
The Company is putting up 40,000 Litres per day of Anhydrous Alcohol (0.2% v/v water content) from
Rectified Spirit (94.68% v/v Ethanol). This will be consumed by the Petroleum industries for mixing the same
with petrol as per Government Notification no. P-45018/28/2000-C.C in the Gazette of India Extraordinary
(Part I-Section I) issued by the Ministry of Petroleum and Natural Gas Resolution dated 3rd September, 2002
of allowing them to mix up to 5%.
Estimated Cost for 40 KL Absolute Alcohol Plant
Sl.
No.
1.
2.
3.
4.
5.
Rs. In lakhs
COST
PARTICULARS
Main Plant and Machinery with PLC based Instrumentation and Erection
(Engineering, supply of plant along with erection & installation of plant and
machinery for 40,000 LPD of Absolute Alcohol based on ECO MOL Process
Dehydration System)
Auxiliaries, Electrical for Main Plant, Instrument Air Compressor and Plant
Lighting.
Civil and Structural for Main Plant, Auxiliaries etc.
Various Interconnections
Packing, forwarding, transportation, transit Insurance, Excise Duty, Sales tax,
Service tax etc.
TOTAL COST
141.00
22.00
20.00
5.00
35.00
223.00
C. CAPTIVE POWER PLANT, WITH BIOGAS AS PRIMARY FUEL, BY PUTTING UP HIGH PRESSURE
BOILER WITH BACKPRESSURE TURBINE.
The Company is putting up a 30 M.T. per hour, 45 Kg/cm2 pressure 440 degree Celsius fluidized bed
furnace, the steam from which will generate from a backpressure turbine 3MW power. The above will take
care of the present and future requirement of both Steam and Power of the Company. Further, the fuel used
(i.e., Biogas) will be generated from the primary treatment plant already existing and additionally being put
up for the increased capacity. The deficit fuel requirement will be met from rice husk or pet coke.
i. BOILER 30 TPH 45KG CM2 PRESSURE
Rs. In lakhs
Basic Cost
Excise Duty @ 16% of Base Price
450.00
72.00
_________
522.00
28
Central Sales Tax @ 4%
Cess @ 2% of Excise Duty
Bought-out Items
Transportation
RCC Foundation & Structural Steel Shed (18mx14m)
21.00
1.45
11.55
30.00
15.00
________
601.00
________
Total Cost
ii. 3000 KW BACKPRESSURE TURBO ALTERNATOR SET
COST
Rs. In lakhs
Basic Cost
Excise Duty @ 16% of Base Price
205.00
32.80
_________
237.80
9.51
0.65
17.04
8.00
_________
273.00
_________
Central Sales Tax @ 4%
Cess @ 2% of Excise Duty
Transportation
RCC Foundation & Structural Steel Shed
Total Cost
D.
REVERSE OSMOSIS PLANT AND BIO-COMPOSTING FACILITY.
The bio-methanated spent wash after primary treatment will pass through Reverse Osmosis plant with
membrane system which will separate 50-55% of re-usable water which will be recycled for the process and
the balance waste water will be treated in the bio-composting yard with press mud available from sugar mill
to convert to organic manure or fertilizer which will be sold in the market.
ESTIMATED COST
PARTICULARS
i.
COST
(Rs. In lakhs)
_______________
Reverse Osmosis Plant
Basic Cost
Excise Duty @ 16% of Base Price
210.00
33.60
__________
243.60
9.77
0.67
5.96
3.00
__________
263.00
__________
Central Sales Tax @ 4%
Cess @ 2% of Excise Duty
Commissioning
Civil Works
Total of Reverse Osmosis Plant
ii. Bio Composting Yard with Equipments
Description
Amount
(In Lakhs)
Civil work–land preparation for 10 Acres (Processing/finished Compost yard)
60.00
Lagoon <30 days storage
HDPE Pipe network
8.00
Homogenising machine
6.00
Tractor for H/machine
6.00
Front end Loader
5.00
29
Sieving Machine
5.00
Stitching Machine
0.50
Tractor with Hydraulic Trolley
0.20
Storage for finished goods
3.30
6.00
Total of Bio-Composting Plant
E.
100.00
BRAND DEVELOPMENT FOR MARKETING OF IMFL BRANDS.
The Company proposes to buy a Canteen Stores Department (CSD) approved brand of matured RUM at
approximately price of Rs. 150 lakhs, the pay back period of which would be 3 to 3.5 years. (Recently 6 to 7
CSD approved brands of BRIHAMS, Maharashtra have been purchased by Radico Khaitan Ltd. for a
consideration of Rs. 35 crores (Source: Economic Times: Times News Network of 30th September, 2005). The
Company is negotiating with M/s Kashmir Distillery (Pvt.) Ltd., Jammu for purchase of CSD registered brand
of MONTY matured RUM brand.
F.
BOTTLING HALL WITH 4 LINES & TANKS
A new bottling hall of 792 square metres area is proposed to be set-up, which will have separate bottle
washing area of 216 sq. m, empty bottle storage area of 576 sq. m, finished goods storage of 576 sq.m,
blending hall of 252 sq. m., quality control laboratory and packing area consisting of 576 sq.m and
corrugated box storage of 576 sq.m. The total area will be constructed at a cost of Rs. 150 lakhs.
Further to the above one auto line of 240 Bottles per minute for 180 ML glass bottles with bottle rinsing
machine, chain conveyor, Sealing machine, fully automatic Rotary Labeling Machine, packing belt conveyor,
carton sealer and three semi auto line of 90 BPM will be installed.
A.
ESTIMATED COST FOR BOTTLING HALL WITH FOUR LINES AND TANKS
ITEM
Size of Bottling Hall
Bottling Hall – 33 X 24 m
Washing area – 9 x 24 m
Empty Bottle Storage – 24 x 24 m
Finished Goods Storage – 24 x 24 m
Blending Hall – 42 x 6 m
Q.C. Laboratory / Sensory / Packing – 48 X 22 m
C.C. Box Storage – 48 X 12 m
Area
792
216
576
576
252
576
576
3564
Rate
M2
M2
M2
M2
M2
M2
M2
M2
TOTAL (A)
4200/ M2
Say
Amount
1,49,68,800
150.00 lakhs
Construction will comprise of RCC Foundation, Earth filling, RCC flooring Kota stone Flooring, Tiles on Walls,
Aluminum Doors and windows, Structural Steel Portals, PU coated galvanized Sheets.
i. SEMI AUTOMATIC BOTTLING LINE (90 BPM) ON 180 ML GLASS BOTTLES
Sl.
No.
1)
2)
3)
4)
5)
6)
7)
8)
DESCRIPTION
QTY.
Semi Automatic Rotary Rinsing Machine
S.S. Slat Chain Conveyor – 16 Feet Long [@ Rs. 3,800/- per
Feet]
S.S. Double Slat Chain Conveyor – 24 Feet [@Rs. 6,000/- per
Feet]
Variator Drive Unit-2 HP
Inspection tube Light – 2 Feet
Semi Automatic Vacuum Filling Machine 6 Head with S.S. Service
Tank of 100 Litres.
@Rs. 75,000/- Each (Suitable for Glass Bottles)
Semi Automatic ROPP Cap Sealing Machine
@ Rs. 70,000/- Each.
Inspection system Hood Type – 6 Feet Long to be mounted on
30
1
1
AMOUNT
(In Rs.)
2,75,000
60,800
1
1,44,000
1
1
70,000
9,500
2
1,50,000
2
1,40,000
9)
10)
11)
ii.
Double Slat Chain Conveyor
Packing Belt Conveyor – 24 Feet Long
[@ Rs. 3,800/- Per Feet]
Drive Unit – 2 HP
Label Gumming Machine @ Rs. 9,500/- Each
Total basic price of 1 No. Semi Automatic Line
Total basic price of 3 Nos. Semi Automatic Lines
Excise Duty @ 16%
Cess @ 2% of Excise Duty
Central Sales Tax @ 4%
TOTAL
Say – (i)
1
30,000
1
1
2
91,200
60,000
19,000
10,49,500
31,48,500
5,03,760
10,075
1,46,493
38,08,828
38 lakhs
FULLY AUTOMATIC 240 BPM LINE FOR 180 ML GLASS BOTTLES
Sl.
No.
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)
11)
12)
13)
14)
15)
16)
17)
18)
19)
20)
PARTICULARS
Fully Automatic ‘Tunnel Type’ Bottle Rinsing Machine (20
Pockets) manual loading & automatic unloading, model – F - 20
S.S. Slat Chain Conveyor, 9 ft. @ Rs. 3,800/- Per feet)
Overlap Conveyor, (4’ + 4’)
Brake Drive Unit 1 H.P.
S.S. Slat Chain Conveyor, 16 Feet
(@ Rs. 3,800/- Per feet)
Inspection Tube Light, 6 feet with Rejection Tray for Empty
Bottle Inspection
Overlap Conveyor, (4’ + 4’)
Variator Drive Unit 1 H.P.
Fully Automatic Rotary 40 Head ‘Vacuum Level’ Filling cum
10 head ROPP Cap Sealing M/c,
Model: MONOBLOCK (Fitted with ‘Standard’ Sealing Heads
suitable for Glass Bottles & Hopper Cap Feeder for 25 / 28 mm
Caps)
Overlap Conveyor, (4 ft. + 4 ft.)
Variator Drive Unit – 1 H.P.
S.S. Slat Chain Conveyor, 16 ft. @ Rs. 3,800/- Per feet)
Inspection Tube Light, 12 feet with Rejection Tray.
Overlap Conveyor (4 ft. + 4 ft.)
Variator Drive Unit 1 H.P.
Fully Automatic Rotary Labeling Machine Suitable for applying
Front Labels, Model : MULTIMATIC –F
Packing Belt Conveyor 50 ft. @ Rs. 3,800/- Per feet
Drive Unit 2 HP
Carton Sealer, Model – SSA
Gravity Roller Conveyor, 4 ft. @ Rs. 4,000/- Per feet)
Total basic price of the line
Excise Duty @ 16%
Cess @ 2%
Central Sales Tax @ 4%
TOTAL
Say – (ii)
QTY.
PRICE
(In Rs.)
1
1
1
1
1
16,69,200
34,200
36,000
60,000
60,800
1
28,000
1
1
1
36,000
65,000
14,50,000
1
1
1
1
1
1
36,000
65,000
60,800
55,000
36,000
65,000
1
1
1
1
1
10,00,000
1,90,000
60,000
95,000
16,000
51,18,000
8,18,880
16,377
2,37,975
61,91,232
62 lakhs
B. TOTAL COST OF BOTTLING LINES (i + ii)
100 Lakhs
C. TOTAL COST OF BOTTLING LINES WITH BOTTLING HALL (A+B)
250 Lakhs
G. 60 TPD THERMOPHILIC REACTOR BIOGAS PLANT
A 32M Diameter Reactor tank is proposed for primary treatment of spent wash, which will generate Biogas
to be used in boiler as fuel. The spent wash is treated in closed tank with the help of Methane forming
bacteria. The organic matter is degraded by Methane forming bacteria in to Biogas, which is highly
inflammable as it contains 60-65% CH4 content, used as fuel in the Boiler.
31
ESTIMATED COST
PARTICULARS
COST
(Rs. In lakhs)
______________
RCC Foundation of Reactor Tank 32m dia
M.S. Shell / Partitions/Domes/Base Plate/
Fire Arrestor/Gas Flare etc as per design
305 mt @ 40000 Rs./ MT
Epoxy
Receiving Pond 350m3 volume in RCC
Clarifier 14m diameter with mechanism
MS, SS, Piping fitting valves etc
Booster Pumps/PHE/LT panel, cables
22.00
122.00
9.00
3.00
8.00
6.00
5.00
________________
175.00
TOTAL COST
H.
____________
MOLASSES STORAGE TANKS
Molasses is the raw material for the existing plant. As molasses is a by-product of Sugar mill, it is produced
during the sugar season i.e., November to May, when the price of the same is cheaper than the off-season
and availability is also in abundance. Thus to take advantage of cheaper availability of molasses during
season, the Company wants to increase the storage capacity so that molasses can be stored and used in offseason. The cost of each tank of 75,000 quintals will be around Rs. 50 lakhs, which will be fabricated
in-house with approx 100 MT of steel. The Company is proposing to install two such tanks.
ESTIMATE FOR 75000 QTLS. MOLASSES STORAGE M.S. TANK
Sl.
No.
A.
B
I.
ITEM
RCC FOUNDATION:
Including Earthwork in excavation, PCC
(1:4:8), Sand Filling, Boulder soling,
RCC (M20), Shuttering, Brick work,
Plaster, Reinforcement (16 Tonnes),
Insert fixing (5 Tonnes)
MS Shell and Dome
1st & 2nd Shell – 16 mm
3rd & 4th Shell – 12 mm
5th & 6th Shell - 10 mm
7th & 8th Shell – 8 mm
Roof – 5 mm
Supporting structure
Sub-Total
Total
COST PER TANK
TOTAL COST FOR FOR 2 TANKS
QTY.
UNIT
1
No.
25
18.5
16
13
21
7
100.5
.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
RATE
(Rs.)
Rs. in lakhs
AMOUNT
(in Rs.)
10.00
40,000
=
Say
40.20
50.20
50.00
100.00
ALCOHOL STORAGE TANKS
New storage tanks for additional capacity of 10 lakh litres for ENA, 5 lakhs litres for Rectified Spirit and 5 lakh
litres for Ethanol is proposed to be constructed in an area of 1000 sq.m area.
CIVIL ESTIMATES
_______________________________________________
Particulars
Amount
(Rs. in lakhs)
_______________________________________________
a.
b.
c.
d.
e.
f.
g.
Grain Plant and Storage Area
Warehouse
Alcohol Storage Tanks
Power House / Turbine Foundation
Office
General Store
Boundary Wall / Roads / Drain
30
15
30
5
15
10
25
32
h. Cooling Towers (3 nos.)
i. Piping
7
50
J.
ELECTRICALS
- Rs. 30 lakhs
K.
MISCELLANEOUS EQUIPMENTS
- Rs. 16 lakhs
L.
Issue related expenses
The expenses for the issue includes issue management fees, selling commission, distribution expenses, legal
fees, fees to advisors, stationary costs, advertising expenses and listing fees payable to the stock
exchanges, among others. The total expenses for this issue are estimated at Rs. [*] lakhs.
M.
Margin Money for working capital
The working capital margin requirements of the Project is estimated at Rs. 150 lakhs, based on the
calculations for the full year of operation after completion of the objects of the Issue:
Rs. in Lakhs
PARTICULARS
BEFORE EXPANSION
AFTER EXPANSION
11.85
300.00
236.45
560.00
38.65
35.48
Stock of Finished Goods
253.19
315.02
Debtors/Bills Receivable
580.63
1050.00
213.52
300.00
38.99
540.58
Cash & Bank balances
197.47
530.34
Deposits with Banks/Bonds
823.01
818.83
Other Current Assets
418.99
450.00
2812.75
4900.25
1136.58
750.00
86.03
70.00
233.97
150.00
Provision for taxation
64.06
540.58
Dividend payable
53.88
343.54
124.71
115.00
1699.23
1969.12
CURRENT ASSETS
Stock of Raw Materials
Stock of Consumables
Stock of Work-in-Process
Advances to suppliers of:
Raw Materials/Consumables
Advance payment of taxes
TOTAL
LESS: SUNDRY CREDITORS
Purchases
Others
Advance payment from customers
Other Current Liabilities
33
Less: Bank Finance for Working Capital
834.93
834.93
Net Working Capital Margin
864.30
1134.19
Margin existing before expansion
864.30
Net Additional Requirement
269.89
i.
To be funded from Internal Accruals
119.89
ii.
Working Capital Margin Required
150.00
UNDERTAKING BY THE ISSUER COMPANY:
Pursuant to Clause 2.8 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, the Company has made
firm arrangements for the stated Means of Finance as follows:
Rs in Lakhs
A. Total Means of Finance required
5330
B.
Amount to be raised through Public Issue
3800
C.
Amount excluding Public Issue
1530
I.
1200
Loan sanctioned
II. Internal Accruals
Note:
330
The Funds requirement has been ascertained at the lower band of Issue Price of Rs. 85/- per
Equity Share. In case, the Issue Price is fixed at a higher price, the excess amount will be used
for General Corporate Purposes.
The Company hereby confirms that firm arrangements of finance through verifiable means towards 100% of the
stated Means of Finance, excluding the amount to be raised through the proposed public issue have been made.
SCHEDULE OF IMPLEMENTATION:
The installation of several production units along with the construction of utilities and services requires cooperation for procurement of equipment, designing the areas and equipment foundations, award of all contracts
and supervision of all construction jobs at plant site. The project implementation schedule has been drawn up to
maintain a strict time schedule.
The Schedule is as follows:
Schedule of Implementation – Time-wise
SL.
NO.
PROJECT PARTICULARS
COMMENCEMENT
COMPLETION
STATUS
1.
50 KLPD Wash to ENA Plant with
liquefaction, fermentation and
Distillation
May, 2006
February, 2007
Order yet to be
placed.
May, 2006
November,
2006
Order yet to be
placed.
May, 2006
February, 2007
Order yet to be
placed.
May, 2006
February, 2007
Order yet to be
placed.
June, 2006
December,
2006
Order yet to be
placed.
August, 2006
January, 2007
Not Started
2.
3.
4.
5.
6.
40 KLPD Absolute Alcohol Plant
67 KG/CM2 Pressure Boiler 30TPH
capacity
3000 KW Back Pressure Turbine
800 cubic metre/day Reverse
Osmosis Plant
Alcohol Storage Tanks
34
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
Power House
60 TPD Thermophilic Reactor
Biogas Plant
Biocomposting Yard with
equipments
Office Building
General Store
Bottling Hall with 4 Lines and
Tanks
Boundary Wall, Roads and Drains
Molasses Storage Tanks (2 Nos.)
Grain Plant Storage
Warehouse
Cooling Tower
Piping
Electrical
Miscellaneous Equipments
IMFL Brand Acquisition/
Development
Margin Money for Working Capital
IPO Expenses
November, 2006
January, 2007
Not Started
June, 2006
December,
2006
Not Started
May, 2006
October, 2006
Not Started
October, 2006
December,
2006
Not Started
October, 2006
December,
2006
Not Started
May, 2006
November,
2006
Not Started
May, 2006
July, 2006
Not Started
May, 2006
October, 2006
Not Started
January, 2007
February, 2007
Not Started
January, 2007
February, 2007
Not Started
November, 2006
December,
2006
Not Started
August, 2006
January, 2007
Not Started
October, 2006
January, 2007
Not Started
December, 2006
February, 2007
Not Started
May, 2006
March, 2007
Negotiations are on
November, 2006
February, 2007
Not Started
November, 2005
June, 2006
Started
Schedule of Implementation – Cost-wise
(Rs. In lakhs)
Sl.No
PARTICULARS
11/
05
12/05
1/
06
2/06
3/06
4/0
6
5/06
6/06
7/06
8/06
ORDER
1.
50 KLPD Wash to
ENA Plant with
liquefaction,
fermentation and
Distillation
586
102
293
START
OF
DELIV
ERY
203
2.
40 KLPD Absolute
Alcohol Plant
89
45
22
22
3.
67 KG/CM2
Pressure Boiler
30TPH capacity
4.
3000 KW Back
Pressure Turbine
5.
800 Cubic
metre/day
Reverse Osmosis
Plant
6.
Alcohol Storage
Tanks
7.
Power House
8.
60 TPD
Thermophilic
Reactor Biogas
Plant
9.
Biocomposting
Yard with
equipments
10.
Office Building
11.
General Store
9. 06
10/06
11/06
12/06
1/07
ERECT
ION
147
858
147
2/07
3/07
TRIAL
PRODU
CTION
147
TOTAL
2482
22
22
180
60
60
60
60
60
60
60
601
82
27
27
27
27
27
27
27
273
132
10
10
223
132
263
10
30
5
20
53
52
20
20
70
20
20
10
12.
Bottling Hall with
4 Lines and Tanks
25
100
50
13.
Boundary Wall,
10
10
5
35
75
5
175
100
5
15
10
10
250
25
Roads and Drains
14.
Molasses Storage
Tanks (2 Nos.)
15.
Grain Plant
Storage
16.
Warehouse
17.
Cooling Tower
18.
Piping
19.
Electricals
20.
Miscellaneous
Equipments
21.
IMFL Brand
Acquisition/
Development
22.
Margin Money for
Working Capital
23.
IPO Expenses
TOTAL
10
30
20
40
10
10
100
10
10
10
5
25
15
7
50
10
10
10
10
10
10
30
8
16
25
150
150
15
*
*
*
*
*
15
*
*
*
*
492
150
*
370
363
239
210
254
1199
267
257
247
COST INCURRED TILL DATE
As per the certificate dated March 2, 2006 issued by Raaj Kumar Bansal & Co., Chartered Accountants,
Muzaffarnagar, the expenditure incurred a sum of Rs. 42.16 lakhs till date towards the objects of the issue and
the sources of finance for the same as on March 2, 2006 is given below:
(Rs in Lakhs)
Particulars
Cost Incurred
Expenses relating to Initial Public Offering
23.31
Preliminary Expenses
18.85
Total
42.16
These funds have been deployed from the Internal accruals of Company.
Interim Use of Funds
The management, in accordance with the policies set up by the Board, will have the flexibility in deploying the
proceeds received by the Company from the Issue. Pending utilization for the purposes described earlier, the
Company intends to temporarily invest the funds in high quality interest/dividend bearing liquid instruments
including money market mutual funds, deposit with banks for necessary duration. We may also use the same to
fund our working capital requirement on a temporary basis.
36
30
7
8
100
10
*
BASIC TERMS OF ISSUE
The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and
Articles of the Company, the terms of this Draft Prospectus, Application Form, the Revision Form, and other
terms and conditions as may be incorporated in the Allotment Advice, and other documents/certificates that may
be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines,
notifications and regulations relating to the issue of capital, listing and trading of securities issued from time to
time by SEBI, Government of India, Reserve Bank of India, Registrar of Companies, Stock Exchanges, and/or
other authorities, as in force on the date of the Issue and to the extent applicable.
RANKING OF EQUITY SHARES
The Equity Shares being offered shall be subject to the provisions of Memorandum and Articles of the Company
and shall rank pari passu in all respects with the other existing Equity Shares of the Company. Allottees of the
Equity Shares under this Issue will be entitled to dividends and other corporate benefits, if any, declared by the
Company after the date of allotment.
FACE VALUE
The Face Value of the Equity Share is Rs.10/- and the Issue Price is [*] times the face value of the Equity Share.
The Price Band is Rs. 85/- to Rs. 100/- per Equity Share of Rs. 10/- each i.e., the Issue price is 8.5 times of the
face value at the lower end of the price band, and 10 times the face value at the higher end of the price band.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, the Equity Shareholders shall have the following rights:
i.
Right to receive dividend, if declared;
ii.
Right to attend general meetings and exercise voting rights, unless prohibited by law;
iii.
Right to vote on a poll either in person or by proxy;
iv.
Right to receive offers for rights shares and be allotted bonus shares, if announced;
v.
Right to receive surplus on liquidation;
vi.
Right of free transferability; and
vii.
Such other rights, as may be available to a shareholder of a listed public limited company under the
Companies Act, 1956.
For a detailed description of the main provisions of the Company’s Articles of Association relating to voting rights,
dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, see ‘Description of Equity
Shares and Terms of Articles of Association’ beginning from page no. 225 in the Draft Prospectus.
MARKET LOT
In terms of Section 68B of the Companies Act, the Equity Shares of the Company shall be allotted only in
dematerialized form. As trading in the Equity Shares is compulsorily in dematerialized form, the market lot is one
Equity Share.
Allotment of Equity Shares will be done in multiples of one Equity Share, subject to a minimum allotment of [*]
Equity Shares.
MINIMUM SUBSCRIPTION
If the Company does not receive the minimum subscription of 90% of the Net Issue to Public, including
devolvement of Underwriters within 60 days from the date of closure of the issue, or if the subscription level falls
below 90% after the closure of the issue on account of cheques having been returned unpaid or withdrawal of
applications, the Company shall forthwith refund the entire subscription amount received. If there is a delay
beyond 8 days, after the company becomes liable to pay the amount, the Company shall pay interest as per
Section 73 of the Companies Act 1956.
AUTHORITY FOR THE PRESENT ISSUE
Present Issue of Equity Shares has been authorized by shareholders vide a Special Resolution passed at the
Extra-Ordinary General Meeting of the Members held on 30.12.2005. The Board of Directors of the Company had
approved the present Issue of Equity Shares vide a resolution passed at their meeting held on 22nd November,
2005.
MINIMUM AND MAXIMUM APPLICATION SIZE
Applications should be for minimum of [*] Equity Shares and in multiples of [*] Equity Shares thereafter. An
applicant in the net public category cannot make an application for that number of Equity Shares exceeding the
number of Equity Shares offered to the public. In the case of reserved category, a single applicant in the reserved
category can make an application for a number of Equity Shares, which exceeds the reservation.
37
TERMS OF PAYMENT
The entire Issue price is payable on application only. In case of allotment of lesser number of Equity Shares than
the number applied, the Company shall refund the excess amount paid on application to the applicants.
INTEREST ON EXCESS APPLICATION MONEY
Payment of interest at rate of 15% per annum on the excess application money will be made to the applicants if
the refund orders are not dispatched within 30 days from the date of closure of the public issue.
BASIS OF ALLOTMENT
In the event of the Present Issue of Equity Shares being oversubscribed, the allotment shall be made on a
proportionate basis subject to minimum allotment being equal to the minimum application size i.e., 60 Equity
Shares as explained below:
1.
A minimum 50% of the Net Issue to the Indian Public will be made available for allotment in favour of
those individual applicants who have applied for Equity Shares of or for a value of not more than
Rs. 1,00,000/-. This [percentage may be increased in consultation with the Designated Stock Exchange
depending on the extent of response to the Issue from investors in this category. In case allotments are
made to a lesser extent than 50% because of lower subscription in the above category, the balance Equity
Shares would be added to the higher category and allotment made on a proportionate basis as per relevant
SEBI Guidelines. The Executive Director/Managing Director of the Designated Stock Exchange along with
the Lead Manager and the Registrar to the Issue shall be responsible to ensure that the basis of allotment
is finalized in a fair and proper manner in accordance with the SEBI Guidelines.
2.
The balance of the net issue to Indian Public shall be made available to investors including Corporate
Bodies/Institutions and individual Applicants who have applied for allotment of Equity Shares for a value of
more than Rs. 1,00,000/-.
3.
The Unsubscribed portion of the net Issue to any of the categories specified in (1) or (2) shall be made
available for allotment to Applicants in the other category, if so required.
4.
Applicants will be categorized according to the number of Equity Shares applied for.
5.
The total number of shares to be allotted to each category as a whole shall be arrived at on a proportionate
basis i.e., the total number of shares applied for in that category (number of applicants in the category
multiplied by the number of shares applied for) multiplied by the inverse of the over subscription ratio.
6.
Number of the shares to be allotted to the successful allottees shall be arrived at on a proportionate basis
i.e., total number of shares applied for by each applicant in that category multiplied by the inverse of the
over subscription ratio.
7.
All the Application Forms where the proportionate allotment works out to less than [*] shares per
Applicant, the allotment shall be made as follows:
i. Each successful Applicant shall be allotted a minimum of 60 Shares; and
ii. The successful Applicants out of the total applicants for that category shall be determined by draw of
lots in such a manner that the total number of shares allotted in that category is equal to the number
of shares worked out as per (6) above.
8.
All the Applicants in such categories shall be allotted shares arrived at after such rounding off.
9.
If the shares allocated on a proportionate basis to any category are more than the shares allotted to the
Applicants in that category, the balance available shares for allotment shall be first adjusted against any
other category, where the allocated shares are not sufficient for proportionate allotment to the successful
Applicants in that category.
10.
The balance shares, if any, remaining after such adjustment shall be added to that category comprising
applicants applying for minimum number of shares.
11.
The process of rounding off to the nearest integer subject to a minimum allotment being equal to [*],
which is the minimum application size in this Issue may result in the actual allotment being than the shares
offered. However, it shall not exceed 10% of the net offer to public.
DESPATCH OF REFUND ORDERS
The Company shall give credit to the Beneficiary account with DPs within two (2) working days of finalisation of
the basis of allotment of Equity Shares.
The Company shall make refunds to applicants in case of oversubscription using the following modes:
38
(a)
In case of applicants residing in any of the centers specified by SEBI, the refunds shall be credited to the
bank accounts of applicants through electronic transfer of funds by using ECS (Electronic Clearing
Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer),
as is for the time being permitted by the Reserve Bank of India;
(b)
In case of other applicants – by despatch of refund orders by registered post, where the value is Rs
1500/- or more, or under certificate of posting in other cases, (subject however to postal rules); and
(c)
In case of any category of applicants specified by SEBI – by crediting of refunds to the applicants in any
other electronic manner permissible under the banking laws for the time being in force, which is
permitted by SEBI from time to time.
INTEREST IN CASE OF DELAY IN DESPATCH OF ALLOTMENT LETTERS / REFUND ORDERS IN CASE OF PUBLIC ISSUES
The Company agrees that as far as possible allotment of Equity Shares offered to the public shall be made within
30 days of the closure of Public Issue. The Company further agrees that it shall pay interest @15% per annum if
the allotment letters/ refund orders have not been dispatched to the applicants or if, in a case where the refund
or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing
system in the disclosed manner within 30 days from the date of the closure of the Issue. However applications
received after the closure of Issue in fulfillment of underwriting obligations to meet the minimum subscription
requirement, shall not be entitled for the said interest.
39
viii.
BASIS FOR ISSUE PRICE
Investors should read the following summary with the Risk Factors included on page number vii to
xvi, and the details about the Company and its financial statements included in the Draft Prospectus.
The trading price of the Equity Shares of the Company could decline due to these risks and the
investor may lose all or part of his/her investments.
Qualitative factors
a) The Company is an existing Profit making, Dividend paying company.
b) Sir Shadilal Distilleries, the sole unit of the Company has been running the distillery in the state of Uttar
Pradesh for nearly 35 years now.
c) The Company is on an expansion, modernization and diversification mode. It is setting up a alcohol plant,
capable of running on both grains and molasses, along with its existing molasses based plant. Besides, it is
also expanding its Ethanol capacity. The Company envisages to set up the following capacities:
i. 50 KLPD Alcohol Plant capable of running on both grains and molasses.
ii. Expansion of existing Ethanol Plant by setting up an additional 40 KLPD capacity plant.
iii. Captive Power plant, with biogas as primary fuel, by putting up High Pressure Boiler with backpressure
turbine.
iv. Reverse Osmosis Plant and Bio-Composting facility.
v. Brand acquisition/development for marketing of IMFL brands.
d) The Promoters, amongst themselves, have adequate experience in the industry. All the promoters, and their
previous generations have been in this business for over three decades.
e) The Company’s manufacturing facility Sir Shadilal Distillery & Chemical Works has been awarded an ISO
9001:2000 certification in recognition of the Company’s Quality system.
f) The debt component has been financially closed, with a term loan of Rs. 1200.00 lakhs sanctioned by SREI
Infrastructure Finance Ltd to the Company.
Quantitative Factors
1.
2.
a.
b.
c.
3.
Adjusted Earning Per Share (EPS)
Year
2002-03
2003-04
2004-05
Nine months ended December 31 2005 (Annualised)
Weighted Average
Price Earnings (P/E) Ratio in relation to Issue Price of Rs. [*]
Based on results for Financial Year ended March 31, 2005, adjusted EPS
is Rs. 1.69:
P/E multiple at the lower end of the Price band of Rs. 85/- is
P/E multiple at the lower end of the Price band of Rs. 100/- is
Based on weighted average, the EPS is Rs. 3.38:
P/E multiple at the lower end of the Price band of Rs. 85/- is
P/E multiple at the lower end of the Price band of Rs. 100/- is
Based on Nine months results ended December 31, 2005, the annualised
EPS is Rs. 6.20:
P/E multiple at the lower end of the Price band of Rs. 85/- is
P/E multiple at the lower end of the Price band of Rs. 100/- is
Industry P/E (*)
Highest (McDowell & Co.)
Lowest (Balaji Distilleries)
Industry Composite
Return on Net Worth
EPS (Rs.)
0.80
1.56
1.69
6.20
3.38
[*]
[*]
Weight
1
2
3
4
50.29
59.17
25.15
29.59
13.71
16.13
111.5
2.3
60.9
Year
2002-03
2003-04
2004-05
Nine months ended December 31 2005 (Annualised)
Weighted Average
RONW (%)
4.93%
10.67%
10.80%
33.83%
19.40%
40
Weight
1
2
3
4
4.
Minimum Return on Increased Total Net Worth, after Issue,
needed to maintain Pre-Issue EPS at Rs. 6.20
5. Net Asset Value (NAV) per Share (Rs.)
(a) As at 31.3.2005
(a) As at 31.12.2005
(b) After issue
[*]
Rs. 15.62
Rs. 20.28
[*]
(c) Issue price band
Rs. 85/- to Rs. 100/-
(*) – Source: Capital Market – April 10-23, 2006 Vol XXI/03; Segment Breweries & Distilleries Industry
Notes:
a.
The Earnings per Share and the average return on net worth has been computed on the basis of the adjusted
profits and losses of the respective years drawn after considering the impact of accounting policy changes
and material adjustments/prior period items pertaining to the earlier years.
b.
The denominator considered for the purpose of calculating Earnings per Share is the average number of
Equity Shares outstanding during the year.
c.
Net Asset Value Per Share represents Shareholder’s Equity as per restated financial statements less
miscellaneous expenditure as divided by number of shares outstanding at the end of the period.
6.
Comparison with Industry Peers
Comparison of the accounting ratios of the issuer company as mentioned above with the peer group (i.e.,
companies of comparable size in the same industry for the period ended 31st March 2005 is as follows:
Peer
Champagne Indage
Radico Khaitan
Tilaknagar Industries
SVP Industries
As on 31.3.2005
SVP Industries
As on 31.12.2005
Equity Capital
(Rs Cr)
Book
Value
(Rs)
Sales
(Rs Cr)
EPS
(Rs)
P/E
(Based on
EPS as at
31.12.2005)
42.7
27.8
20.0
10.32
19.29
5.73
44.2
10.2
19.7
36.2
453.4
76.5
5.2
4.3
2.3
5.39
24.99
75.52
2.7
[*]
8.62
20.28
78.51
4.65
[*]
RONW
in %
18.4%
48.0%
19.8%
10.80%
22.97%
(Source: Capital Market – April 10-23, 2006 Vol. XXI/03)
7.
The face value of the shares is Rs.10/- and the Issue price is 8.5 times of the face value, at the lower end of
the price band, and 10 times of the face value at the higher end of the price end.
The Lead Manager believes that the Issue Price of Rs. [*] is justified in view of the above qualitative and
quantitative parameters. The investors may want to peruse the risk factors beginning from page vii of the
Draft Prospectus and the financials of the Company including important profitability and return ratios, as set
out in the Auditors’ report beginning from page no. 127 the Draft Prospectus to have a more informed view
of the investment proposition.
41
ix.
TAX BENEFITS
The Company has been advised by M/s B.R. Maheshwari & Co., Tax Auditors of the Company, vide their letter
dated April 18, 2006 that under the current provisions of the Income Tax Act, 1961 and the existing laws for the
time being in force, the following benefits, inter alia, will be available to the Company and the Members.
However, the investor is advised to consider, in his/her own case, the tax implications of an investment in the
shares from time to time. The statement of tax benefits certificate from the Tax Auditors of the Company is
reproduced below:
To
The Board of Directors
M/s SVP Industries Limited
PO. Mansurpur,
Distt. Muzaffarnagar
U.P.
Dear Sirs,
We hereby report that the enclosed annexure states the possible tax benefits available to SVP Industries Limited
(“The Company”) and its shareholders under the tax laws currently in force in India. Several of these benefits are
dependent on the Company or its Shareholders fulfilling the conditions prescribed under the relevant tax laws.
Hence the ability of the Company or its Shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on business imperatives the Company faces in the future, the Company may or may not
choose to fulfill.
The benefits discussed are not exhaustive. This statement is only intended to provide general information to the
investors and is neither designed nor is intended to be a substitute for professional tax advice. In view of the
individual nature of tax consequences and the changing tax laws, each investor is advised to consult his or her
own tax consultant with respect to the specific tax implications arising out of their participation in the issue.
We do not express any opinion or provide any assurance as to whether:
*
The Company of its shareholders will continue to obtain these benefits in future; or
*
The conditions prescribed for availing the benefits have been / would be met with.
The contents of this annexure are based on information, explanations and representations received from the
company and on the basis of our understanding of the business activities and operations of the Company.
For B.R. Maheswari & Co.
Chartered Accountants
sd/(ASHOK GADODIA)
Partner
Place: New Delhi
Date : 18.04.2006
42
ANNEXURE REFERRED TO IN OUR REPORT DATED 18.04.2006
The following tax benefits shall be available to the Company and the prospective shareholders:
I.
Under the Income Tax Act, 1961 (the Act)
A.
To the Company
1.
The Company is eligible under section 35D of the Income Tax Act, 1961 to a deduction equal to one-fifth
of certain specified expenditure, including specified expenditure incurred in connection with the issue for
the extension of the industrial undertaking, for a period of five successive years subject to the limits
provided and conditions specified under the said section.
2.
The Company would be eligible for depreciation @ 15% on the cost of Plant & Machinery as per the
provisions of Income Tax Act, 1961. Further the Company would be entitled to depreciation @ 80% of the
cost of Plant & Machinery in the nature of energy saving devices and would be entitled to depreciation on
its other assets as per Rule 5 of the Income Tax Rules, 1962.
3.
As per provisions of section 32 (1) (iia) of the Income Tax Act, 1961 the company would be entitled to
additional depreciation @ 20% of the actual cost of new Plant & Machinery during precious year ending
on or after 31.03.2006 subject to the fulfillment of other conditions specified under the said section.
4.
Under Section 115 JAA (1A) of the Income Tax Act, 1961 tax credit shall be allowed of any tax paid
(MAT) under section 115JB of the Act for any Assessment Year commencing on or after April 1, 2006.
Credit eligible for carry forward is the difference between MAT paid and the tax computed as per the
normal provisions of the Income Tax Act. Such MAT credit shall not be available for set-off beyond 7
years succeeding the year in which the MAT credit initially arose.
B. To the Members
1. Resident Members
1.1 Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to in
Section 115-O of the Act is exempt from income tax in the hands of the shareholders.
1.2 Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a long
term capital asset being an equity share in the company or unit of an equity oriented mutual fund (i.e.
capital asset held for the period of twelve months or more) entered into in a recognized stock exchange
in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt
from tax.
1.3 Under Section 111A of the Act, capital gains arising from transfer of short term capital assets, being an
equity shares in a company, which is subject to securities transaction tax will be taxable under the Act @
10% (plus applicable surcharge and educational cess).
1.4 Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not
covered under Section 10 (38) of the Act] arising on transfer of shares in the Company, if shares are held
for a period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and
educational cess on income tax) after indexation as provided in the second proviso to section 48 or at
10% (plus applicable surcharge and educational cess on income tax) (without indexation), at the option
of the Shareholders.
1.5 Under Section 54EC of the Act, capital gain arising form transfer of long term capital assets (other than
those exempt U/s 10 (38)] shall be exempt from tax, subject to the conditions and to the extent
specified therein, if the capital gain are invested within a period of six months from the date of transfer in
the bonds issued by*
National Bank for Agriculture and Rural Development established under Section 3 of the National
Bank for Agriculture and Rural Development Act, 1981;
*
National Highways Authority of India constituted under Section 3 of National Highways Authority of
India Act, 1988
*
Rural Electrification Corporation Limited, a company formed and registered under the Companies
Act, 1956.
*
National Housing Bank established under Section 3(1) of the National Housing Bank Act, 1987; and
43
*
Small Industries Development Bank of India established under Section 3(1) of the Small Industries
Development Bank of India Act, 1989.
If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced.
However, the amount so exempted shall be chargeable to tax subsequently, if the new bonds are
transferred or converted into money within three years from the date of their acquisition.
1.6 In terms of Section 88 E of the Act, the securities transaction tax paid by the shareholder in respect of
the taxable securities transactions entered into in the course of the business would be eligible for rebate
from the amount of income tax on the income chargeable under the head ‘Profits and Gains under
Business or Profession’ arising from taxable securities transactions.
1.7 Under Section 54F of the Act, where in the case of an individual or HUF capital gain arise from transfer of
long term assets [other than a residential house and those exempt U/s 10 (38) then such capital gain,
subject to the conditions and to the extent specified therein, will be exempt if the net sales consideration
from such transfer is utilized for purchase of residential house property within a period of one year before
or two year after the date on which the transfer took place or for construction of residential house
property within a period of three years after the date of transfer.
2. Non-Resident Indians
2.1 Any income by way of dividends received on the shares of the company is entitled to be exemption U/s
10 (34) of the Income Tax Act, 1961.
2.2 In the case of Non Resident Indians taxability of long term capital gains and short term capital gains is
similar to resident Indians. Refer paras B.1.2 to B.1.7 above.
2.3 Further under section 115 E of the Income Tax Act, 1961 income by way of long term capital gains
arising from the transfer of shares (otherwise than as mentioned in paras B.1.2 and B.1.4) held in the
company will be taxable @ 10% (plus applicable surcharge and education cess) subject to the fulfillment
of other conditions specified under Chapter XII-A of the Income Tax Act, 1961. Further above said long
term capital gains shall be exempt under section 115 F of the Income Tax Act, 1961 subject to the
fulfillment of other conditions specified under the said section.
2.4 Rebate of Securities Transaction Tax Paid is available under section 88 E of the Income Tax Act, 1961.
Refer para B.1.7 above.
3.
Foreign Institutional Investors (FII)
3.1 Any income by way of dividends received on the shares of the company is entitled to be exempted U/s
10 (34) of the Income Tax Act, 1961.
3.2 Under Section 10 (38) of the Income Tax Act, 1961 long term capital gains arising to the shareholder
from transfer of a long term capital asset being an equity share in the company (i.e. equity shares held
for the period of more than twelve months) and on which security transaction tax has been charged is
exempt.
3.3 Under Section 115AD(1)(iii) of the Income Tax Act, 1961 income by way of long term capita gain arising
from the transfer of shares (otherwise than as mentioned in 3.2 above) held in the company will be
taxable @ 10% (plus applicable surcharge and education cess). It is to be noted that the benefits of
indexation are not available to FIIs.
3.4 Short term capital gains on transfer of securities shall be chargeable @ 30% / 10% (plus applicable
surcharge and education cess) as per clause (ii) to Section 115AD of the Income Tax Act, 1961.
3.5 Long term capital gains as stated in point 3.3 above on sale of shares of the company shall be exempt
from income tax if such gains are invested in bonds/shares specified in section 54EC or section 54ED of
the Income Tax Act, 1961 subject to the fulfillment of the conditions specified in the said sections.
4. Venture Capital Companies / Funds
In terms of section 10 (23FB) of the Income Tax Act, 1961 all venture capital companies / funds
registered with Securities and Exchange Board of India, subject to the conditions specified, are eligible
for exemption from income tax on all their income, including income from sale of shares of the company.
44
II. Under the Wealth Tax Act, 1957
Shares in a company held by a shareholder will not be treated as an asset within the meaning of Section
2(ea) of Wealth Tax Act, 1957; hence, wealth tax is not leviable on shares held in a company.
III. Under Central Excise Tariff
In respect of the Capital goods and allied machinery being purchased for ongoing projects, the benefit of
Cenvat credit is available under Rule 4 of the Cenvat Credit Rules, 2004 subject to fulfillment of the
conditions specified.
Notes
a.
All the above benefits are as per the current tax law and will be available only to the sole / first named holder
in case the shares are held by joint holders.
b.
In view of the individual nature of tax consequence, each investor is advised to consult his / her own tax
adviser with respect to specific tax consequences of his / her participation in the scheme.
c.
In respect of non-residents, taxability of capital gains mentioned above shall be further subject to any
benefits available under the Double Taxation Avoidance Agreement, if any between India and the country in
which the non-resident has fiscal domicile.
45
SECTION IV
ABOUT THE ISSUER COMPANY
i.
INDUSTRY OVERVIEW
Status of alcohol industry in India
The alcohol industry is very important from the Government’s revenue perspective. It generates an
estimated Rs. 16,000 crores per annum in spite of the fact that the per capita consumption of liquor in India
ranks among the lowest in the world. Indian Made Foreign Liquor (IMFL) accounts for only a third of the
total liquor consumption in India. Most IMFLs are cheap and are priced below Rs. 200 per bottle. Alcohol
sales proceeds account for 45% of the total revenue collection in the country. Whisky accounts for 60% of
the liquor sales; while rum, brandy and vodka account for 17%, 18% and 6% respectively. MNC's share is
only 10% and they have been successful only in the premium and super premium range. (Source: A Tipsy
Liquor Policy by. H.B. Soumya; from www.ccsindia.org/RP01-6.html)
Being a state subject; within India itself, the policy on alcohol retail differs from state to state. While some
states such as Maharashtra, Uttar Pradesh, and Tamil Nadu have a liberal policy, other states such as
Haryana and Andhra Pradesh have had very bitter experiences in trying to make these states dry and have
eventually had to withdraw the policy.
The distillery industry today consists broadly of two parts, one - potable liquor and two - industrial alcohol.
The potable distillery producing IMFL and Country Liquor has a steady but limited demand with a growth
rate of about 8 per cent per annum.
The utilization of Ethyl alcohol or Ethanol, now popularly known as alcohol, for industrial use is a recent
phenomenon and its importance came into being towards the end of the Second World War. With protection
being granted to the sugar Industry in 1932, a large number of sugar factories were established in the
country, particularly in the states of Maharashtra and Uttar Pradesh, where irrigation facilities existed for
cultivation of sugarcane. This increase resulted in accumulation of molasses, which resultantly, caused
unmanageable environmental problems. At that time the demand for molasses was almost insignificant and
the sugar mills had to incur some expenditure on removal of this by-product i.e., molasses. For resolving
these problems a joint committee of U.P. and Bihar was constituted to explore the possibilities of developing
alcohol based industries for the purpose of utilization of molasses. The Committee in its report
recommended the establishment of distilleries for production of alcohol, utilizing molasses as substitute.
They also recommended that alcohol produced by the distilleries should be admixed with petrol, to
supplement motor fuel. The production of alcohol did not only help in solving the problems of disposal of
molasses but it also filled up the gap in the demand and supply of motor spirit. As a substantial quantity of
alcohol after meeting its requirement for manufacture of gasohol alcohol was diverted for production of
alcohol based chemicals in different parts of the country, the utilization of alcohol for this purpose
progressed steadily and a substantial quantity of alcohol produced in the country is now being utilized for
manufacture of solvents and intermediates. Till a few years back, a little more then 50 % alcohol produced
in the country was being utilized for production of alcohol based chemicals, but after the decontrol of
molasses in the year 1993, the utilization of alcohol for production of chemicals, dye-stuffs, synthetic
rubbers, polymers and plastics etc. has received a setback. (Source: About Distillery Industry of India from
www.aidaindia.org/aida/about_distillery.html)
Liquor industry is unique in that there are certain key variable factors that influence its viability and growth
such as Duty Structures, Excise Rules and regulations, product-pricing, marketing initiatives to promote the
brand, distribution and several regulatory issues like licenses to manufacture, labeling etc. On issues of
excise and duties, these are fast coming to World Trade Organization (WTO) levels. The industry does not
have many entry barriers and with the opening up of the economy there are multiple ways of market entry;
it could be Bottled in India (BII) or Bottled in Origin (BIO) or Bulk Import and locally bottled. While this will
enable world-class quality brands to enter India, there is a fear that the stagnating markets overseas may
trigger dumping of cheap liquor into the Indian market, which will not be a healthy trend for both the Indian
consumer as well as the domestic liquor players.
Manufacture of alcohol
Alcohol is a member of a class of organic compounds containing carbon, hydrogen and oxygen, considered
as hydroxyl derivatives of hydrocarbons, produced by the replacement of one or more hydrogen atoms by
one or more hydroxyl (-OH) GROUPS. (Source: About Distillery Industry of India from
www.aidaindia.org/aida/about_distillery.html)
46
In this country the bulk of alcohol is being produced from sugar cane molasses. Molasses is a thick viscous
bye-product of the sugar industry, which is acidic in nature, rich in salts; dark brown in colour and it also
contains sugar, which could not be crystallized.
For manufacturing alcohol, the Molasses is diluted with water into a solution containing 15-16% of sugar.
This solution is then inoculated with yeast strain and is allowed to ferment at room temperature. The
fermented wash is distilled in a series of distillation columns to obtain alcohol of adequate/ requisite
strength and quality/ specification. This alcohol is used for various purposes including potable and industrial.
For manufacture of alcoholic beverages, the alcohol is, if required, matured and blended with malt alcohol
(for manufacture of whisky) and diluted to requisite strength to obtain the desired type of liquor/ Indian
Made Foreign Liquor (IMFL). This is bottled in bottles of various sizes for the convenience of consumers.
India has over 295 distilleries, which are scattered throughout the country, which have an installed capacity
for production of 3,198 million litres of alcohol. The requirement of alcohol in the country for all purposes
however stands at about 1200 to 1300 million litres of alcohol in a year, which works out to about 40
percent licensed capacity. The bulk of capacity thus remain dormant which can be utilized for production of
anhydrous alcohol for being used as oxygenate/ fuel. The utilization of ethanol as oxygenate is the prime
need of the country. As the air pollution becoming a serious threat to the health of community, it is
absolutely necessary to devise ways and means to curb pollution. The cheapest and best way is to utilize
ethanol as oxygenates in admixture with Petrol/ Diesel. The implementation of this program has been
delayed, rather inordinately, and it should therefore be implemented as promptly as possible. (Source:
About Distillery Industry of India from www.aidaindia.org/aida/about_distillery.html)
Industry Structure and Developments
The IMFL market has grown at around 8% over the past decade. The IMFL market primarily comprises
Whisky, Rum, Brandy, Gin and Vodka.
The IMFL industry in India is estimated at nearly 100 million cases and is growing at 9 per cent per annum.
Consumption is largely skewed towards whisky, which accounts for over 54 per cent of the market. Brandy
accounts for 14 per cent, rum for 27 per cent and whites (Gin, Vodka and others) for 5 per cent.
The Country Liquor market is basically a regional market and there exist a large number of small
manufacturers spread across various States. Major IMFL manufacturers, however, have a countrywide
presence.
Whisky being the largest selling IMFL has about 54% of the market share. The whisky segment is further
classified into Scotch, Super Premium, Premium, Prestige/Deluxe, Regular, Medium and Cheap segment.
Taxation being a major contributing factor to the increase in the price at the consumer level, the trend to go
in for cheaper products in key whisky and rum segment has been on the increase of late. The lower
category whisky segment has grown at a compounded annual growth rate of about 28% during the last 3
years.
The lower per capita consumption in India, the high volume in the unorganized cheap segment of the spirits
business with its likely transition into the organized sector, the changing consumer perception of alcohol and
the progressive regulatory changes are the key drivers to the growth of this industry.
In the state of Uttar Pradesh, excise revenue collected was approximately Rs. 2,500 crores in 2003-04, and
is the second largest source of revenue collection for the state. (Source: Excise Department Manual of
2005-06 of U.P. Government)
While potable liquor, which includes Country Liquor and IMFL (Indian Made Foreign Liquor), is witnessing a
growth of more than 10%; Industrial Alcohol sector is not lagging far behind. (Source: Draft Model Excise
Policy by Ministry of Food Processing Industries; from mofpi.nic.in/excisepolicy.pdf)
Industrial Alcohol is a source of raw material for various alcohol-based chemical industries and is used in
manufacture of ethyl acetate, mono ethylene glycol, acetic acid, various esters and pesticides. It also finds
extensive use in the pharmaceutical and paints industry. There is a huge demand for these products in the
market.
Government Policy
Each State levies taxation and duties on alcohol at its own decided rates. Each State also levies excise
duties and also regulates distribution channels of alcohol in its own way. Liquor happens to be a major
contributor to the state’s exchequer. Some states, have, in the past, taken firm action in terms of banning
the sale of alcohol within their state, but their decision had its own political fallout, and the ban had to be
47
withdrawn. The state of Andhra Pradesh, in 1995, enforced prohibition and it had to lift prohibition in mid
1997. Similarly, the state of Haryana also enforced prohibition in 1996, but had to withdraw its decision in
April 1998. As per AIDA 2004 Report, Whisky is the basic IMFL spirit, and it continues to grow.
Advertising of alcohol and alcohol-related products is officially banned and considered illegal. Major liquor
manufacturers, however, circumvented such regulations and indulge in spending heavily on surrogate
brands under the same brand names such as glasses, mineral water, music items, fashion articles etc.
Satellite and cable television however, being uplinked from outside India, have allowed liquor advertising by
Indian brands.
As regards the distribution system, all outlets have to be licensed; Wholesalers, Retailers, Bars and
Restaurants, and Bonded Warehouse operators.
Potable Liquor Industry is experiencing growth of 12 per cent every year. Majority of the State Governments
have realized, over a period of time, the futility of enforcing prohibitions in their respective states.
Prohibition has bred crime and jeopardized the economies of various states. (Source: Model Draft Excise
Policy – www.mofpi.nic.in)
The Government of India has amended the control order regulating the supply and distribution of petrol to
enable doping of 5 per cent ethanol in petrol. Five per cent ethanol doped petrol has been made mandatory
in nine sugarcane-producing states and four Union Territories from January 1, 2003. The blended fuel called
‘Gasohol’ would be supplied through 11538 retailing outlets in 9 states and four union territories. This has
thrown up immense opportunities for industrial alcohol. (Source: Government Notification vide no. P45018/28/2000-CC in the Gazette of India Extraordinary (Part I-Section I) issued by the Ministry of
Petroleum and Natural Gas Resolution dated 3rd September, 2002)
Risks and concerns/opportunities and threats
In India, excise duty on alcohol is a State levy, not a Central levy and each State has its own control
measures to determine the excise duty structure and also the distribution system of potable liquor.
Moreover, inter-state sales of IMFL attract export duty in the state of manufacture and import duty in the
state of sale. This results in high prices at the consumer level and acts as a big trade barrier. Therefore, for
all practical purposes, a Company has to have a manufacturing set up of its own or a bottling tie-up in a
State to sell in that particular State in order to maintain economic and commercial viability.
State level levies prevent economies of scale, increase costs and inefficiencies, hamper growth and reduce
government collections. Steps have been undertaken to introduce uniform excise duty across the States and
revenue sharing agreement for all Inter-State sales. When these regulations are put in place, they will
provide a stimulus for the growth of the liquor industry in India.
The liquor industry is suffering from over-taxation and over-regulation, which has impeded the profitability
even in the face of continuing growth in demand for liquor products. Recent regulatory changes have
imposed a further burden in the industry by an amendment of Section 206 C of the Income Tax Act, 1961.
The Government of India has imposed a mandatory Income Tax of 1% to be collected at source on sales.
This has had an impact of increasing the price of liquor products in the hands of the consumer.
Further widening the scope of service tax and increase in the rate of service tax has had a direct impact by
way of increased expenditure on the Company.
Distribution of IMFL is also regulated in some states either through auctions or through government
procurement agencies (as in Tamil Nadu and Andhra Pradesh etc.) These regulations create monopolistic
environment, stifle entrepreneurship spirit and hamper growth.
The present distribution system is affecting the revenue collections of the states, and the state governments
are increasingly looking to liberalize the distribution system. Uttar Pradesh is a good case in point where the
excise revenues witnessed a substantial jump once the distribution system was de-regulated in financial
year 2001-02. Stagnating excise revenues (from liquor) are also forcing state governments to re-look at
archaic systems.
Recently, Madhya Pradesh and Rajasthan Governments had also de-regulated the IMFL distribution system
to improve its revenue collections.
The industry is also constrained to cope with a ban on advertising of products. Advertising, the most
effective tool for building brands and communication about products has been denied to the liquor industry.
Keeping with its commitment with WTO, The Government of India has been consistently reducing the import
duty on foreign liquor and spirits, although some measures of protection have been granted by the
imposition of countervailing duties. Lowering of duties has facilitated the entry of large liquor MNCs in India
48
and the domestic brands are beginning to loose substantial market share to India specific brands of MNCs.
However, new avenues may open for the established domestic companies for entering into
manufacturing/marketing tie-ups with the MNCs who want to have presence in India.
Future Growth of the Industry
a.
Demand drivers for alcohol industry:
1.
2.
3.
4.
5.
6.
Population growth
Rise in income levels leading to increased consumption.
Growing consumer preferences for high quality of alcoholic beverages.
Lowest per capita consumption.
Fuel ethanol requirement in India and abroad.
Demand for petrol expected to grow at CAGR of 11.8%. (Source: Economic Times Commodities
Bureau, Mumbai issue dated September 19, 2005)
7. Net increase in population is 4%, besides this average age of initiation into drinking is coming
down. Therefore a growth rate of 10-12% on this account is a fair possibility.
8. Similarly, the increase in purchasing power has led to more consumption of lifestyle products like
alcoholic beverages etc.
9. 490 million litres of ethanol required at 5% blending with petrol would be required by 2005-06,
which is likely to scale up to 750 million litres by 2009-10 on an All India basis. (Source: Economic
Times Commodities Bureau, Mumbai issue dated September 19, 2005)
10. More than 2 billion litres of alcohol required by 2009-10 at 5% and more than 3 billion at 10%
blending only in petrol. (Source: Economic Times Commodities Bureau, Mumbai issue dated
September 19, 2005)
b.
Supply drivers
1.
2.
Production of Sugarcane, sugar and molasses.
Production of crops like rice, sorghum, bajra and maize.
What does this mean?
* Domestic demand is likely to surpass production from molasses.
* Part of the demand can be made up by producing from Grain.
* India likely to emerge as net importer of alcohol over long term
* Upward impact on global & domestic alcohol prices is likely over the intermediate term.
With rapid growth in the middle class segment, increasing consumerism, rising disposable income levels,
rising standards of living, increase in number of discerning customers, and increase in the number of liquor
brands and categories available to the consumer, there will invariably be an increased growth of all segments
of liquor industry.
The foreign players are likely to have market grip over the super premium and premium segments and the
Indian manufacturers would see a reduced market share. The domestic majors will nevertheless upgrade the
large Country Liquor market into IMFL. Local players have all along dominated the Country Liquor segment
wherein there are no large players or multinationals coming in to this specific segment.
Even amongst the various IMFL segments, Vodka, White Rum, and Brandy are expected to grow at aboveindustry growth rates albeit on a very low base.
Market
The industry, over the years, has changed from a seller’s market to that of a buyer’s market. With a variety
of brands being available, major Brand build-ups, media hype and information flow have influenced the
behavioural pattern of the consumers/buyers, who are more discerning and see value for money. India, as a
nation, has undergone a sea change. At a time in the past when liquor was typically looked down upon, with
changing lifestyles and urbanization of our towns and cities, it is no more taboo to be seen drinking. In fact, it
has rightly or wrongly enhanced the status. Women and teenagers too have started indulging in social
drinking.
The consumer today has a number of choices in terms of liquor and brands. The liquor industry itself is highly
segmented; depending on how much one can spend. There is a brand and price catering to each class of
society. The market is highly competitive with many local and international players vying for a share in the
market.
There are primarily three types of market in the liquor industry.
49
i.
Government Market: Here the state government is the wholesale distributor of liquor and they purchase
directly from the company.
ii.
Auction Market: In an auction market, the state is split into many smaller geographical segments. The
government auctions the right to distribute and retail liquor in those areas for a specific period, to private
entities. This auction is based on the minimum guaranteed tariff payment to the government over the
specified period. Wholesale operations and retail outlets are owned/operated only by those parties that
win the auction for that particular area. The private entities that win the auction for a specific area
subsequently negotiate with liquor manufacturers to acquire liquor at competitive prices. Typically, all
auction winners enter into inter-se arrangements to procure liquor at most competitive prices, and retail
the same at relatively higher prices to recover minimum guarantees committed by them to the
government during the auction process.
iii. Open Market: In an Open market, there is no government intervention in the pricing and distribution of
liquor. The manufacturers sell liquor to the wholesaler/distributor who in turn sell it to the retail outlets.
Market forces determine pricing. The government issues wholesale/retail licenses for a fee.
Ethanol:
As energy crunch looms large, fossil fuel stocks are falling. Oil prices have broken records. Many countries
are switching to bio fuels. The European Union (EU) has decided to use 5.75% bio-fuels like ethanol in
motorcars by 2010. China plans to use 10% bio-fuels by 2010. The US already produces about 10 million
tonnes of ethanol.
The US is adding 30% to its capacity while China is setting up the world’s biggest plant. India has started
with a 5% ethanol blend with petrol, which can be increased to 10% & 20% progressively.
Ethanol is anhydrous, the purest form of alcohol. India’s petrol consumption last year was eight million
tonnes. It needs only four lakh tonnes of ethanol to get a 5% blend. The Company’s distillery can also
produce lower grades of industrial or methyl alcohol (denatured spirit) at Rs. 6-10 per litre. Industrial alcohol
blended with kerosene (50% or even higher) can provide energy required in rural India. It can fire cooking
stoves, light up lamps, drive water pumps or auto rickshaws and run cold storage units working on the
absorption cycle. It will also save womenfolk the hardship of walking long distances to collect firewood and in
the process save trees. (Source: All India Distillers Association; Monthly Issue of November 2005; Volume V,
Issue 11)
Ethanol (Absolute Alcohol) is the talk of the time at present. As the international oil prices are firming up,
countries such as Brazil etc. are utilizing Ethanol in a big way to blend it with petrol and use it for car fuel.
Brazil, in fact, has now gone to the extent of blending 80% to 100% in petrol used as fuel for car. In India,
the Government has announced blending permissible to the extent of 5% with petrol, and thus the oil
companies have started to consume Ethanol in a major way. (Source: www.ethanolindia.net)
The programme to supply ethanol-doped petrol is expected to move forward in the coming years with oil
companies calling sugar mills for price negotiations. This is important for the sugar mills, as it will contribute
to boosting the prices of alcohol. (Source: All India Distillers’ Association; Monthly Issue of November 2005;
Volume V, Issue 11)
WORLD – ETHANOL PRODUCTION (1000 HL)
Year---Country
France
Germany
Italy
Poland
Spain
Sweden
UK
Other EU
EU
Russia
Ukraine
Other Europe
Europe
Argentina
Brazil
Canada
2004
2003
2002
2001
2000
8300
2700
2100
1800
4200
720
4000
3311
27131
7600
2900
2998
40629
1530
153380
2450
8166
2800
2050
1700
3025
691
4100
3244
25776
7450
2843
2978
39047
1500
144280
2400
8440
2750
200
1650
2575
661
4000
3273
25349
7280
2918
3017
38564
1500
126196
2400
8241
2950
2070
1580
2250
601
4300
3440
25432
6590
2654
2979
37655
1683
115025
2380
8124
2850
2056
1600
1450
174
4350
3420
24024
6240
1960
3145
35369
1710
106146
2380
50
Guatemala
Nicaragua
USA
Other America
America
China
India
Indonesia
Japan
Pakistan
Saudi – Arabia
Thailand
Other Asia
Asia
Australia
New Zealand
Other Oceania
Oceania
Egypt
Mauritius
Nigeria
South African CU
Other Africa
Africa
World Total
680
700
650
650
550
310
290
282
215
265
139500
109000
84300
69600
64700
5795
5577
5669
5817
5558
303645
263747
220997
195370
181309
36500
34000
31500
30500
29700
20000
19000
18000
17800
17200
1600
1600
1550
1650
1600
1515
1368
1095
1036
1100
1270
800
320
300
270
3400
3500
3000
3500
3600
2800
2500
1800
1000
600
2890
2823
2912
3159
3329
69975
65591
60177
58945
57399
1450
1400
1350
1540
1200
180
172
170
177
195
80
80
80
80
80
1710
1652
1600
1797
1475
255
240
250
250
250
77
84
62
65
59
750
720
340
46
14
4088
4041
4027
3985
3952
1245
1145
1111
1149
1097
6415
6230
5790
5495
5372
422374
376267
327128
299262
280924
(Source: All India Distillers’ Association, July 2004, Volume IV, Issue 7)
A major contribution to the improving prospects for the Brazilian alcohol industry has been made by flex fuel
cars. These cars which are able to run on any mixture of hydrous and anhydrous alcohol as well as gasoline
have proved to be enormously popular. Introduced in March, 2003, sales in the first 13 months
(March/March) have risen to almost 95,000 units, which compares with 37,000 units for ethanol-only
powered vehicles sold in the same period. Forecasts for the future development of sales are similarly
optimistic. The Association of Car Manufacturers in Brazil – Anfavea – expects to see the market share of flex
fuel vehicles rising to 23% by 2008. Meanwhile, all the country’s major car manufacturers have flex fuel
engines in their ranges. As a result, the Association of Sugar Cane Growers in the state of Sao Paulo – Unica
– anticipates total fuel alcohol consumption in Brazil rising to almost 17 billion litres by 2010 from the current
11.5 billion litres. (Source: All India Distillers’ Association, July 2004, Volume IV, Issue 7)
ii.
BUSINESS OVERVIEW
SVP Industries Ltd is engaged in the business of manufacture, marketing and sale of Industrial Alcohol,
Country Liquor, and Indian Made Foreign Liquor (IMFL) being the core business. The Company has
established its identity in IMFL business with steady growth and production of high quality liquor catering to
renowned brands in India. The Company has a brand portfolio of its own in the Country Liquor segment, and
caters to well known Indian brands in the IMFL segment.
Sir Shadilal Distillery & Chemical Works (SSLD & CW) is the sole unit of SVP Industries Ltd. The distillery was
set up by the Company in the year 1960 and is one of the leading distilleries of the region. The
manufacturing facility is situated in Mansurpur within District Muzaffarnagar in the western belt of the Indian
state of Uttar Pradesh, considered the hub for availability of Molasses, as the plant is surrounded by all major
Sugar Mills of the country. The plant is currently engaged in the manufacturing of Industrial Alcohol
(comprising Rectified Spirit, Denatured Spirit and Extra Neutral Alcohol (ENA); Country Liquor (CL); and
Indian Made Foreign Liquor (IMFL).
At present the Licensed & Installed capacity of Industrial Alcohol is 1,35,00,000 Bulk Litres (BL) per annum
along with potable (i.e. CL & IMFL) capacity of 86,40,000 Bulk Litres (BL) per annum.
The distillery has already received additional license for increasing its capacity of Industrial Alcohol to
2,70,00,000 BL per annum and potable capacity to 1,35,00,000 BL per annum.
The distillery has a modern bottling facility equipped with bottling machines, which caters to its own
production of Country Liquor and IMFL brands. Apart from the above, the Company has tie-ups and separate
arrangements for bottling IMFL products of India’s largest liquor company McDowell & Co. Ltd of United
Breweries (UB) Group. UB Group also purchases large quantity of bulk spirit from SVP’s unit.
In the Country Liquor segment, the Company is one of the leading suppliers and having 10%
market share in the state of Uttar Pradesh. (Source: As Certified by U.P. Distillers’ Association)
51
The Company is now gearing up for a modernization and expansion of its production facilities in order to
become one of the largest distilleries in the region, along with setting up latest facilities in utility
management to enable it to lower the cost of production while continuing to produce high quality spirit.
Notwithstanding its above plans, the Company also intends to enter the IMFL market by developing its own
brands and/or acquiring existing brands and marketing it all over India.
The Company also wants to put up an Ethanol plant at a capacity of 40,000 Litres per day in order to catch
up with the demand.
The brief project plan of the Company is as mentioned herein below:
1)
Put up a multi-pressure distillation plant to produce best quality Extra Neutral Alcohol (ENA) of 50,000
Litres per day that can produce ENA both from Molasses and Grains as its raw material.
As the Company is increasing its Industrial alcohol production capacity (license) from 1,35,00,000 BL per
annum to 2,70,00,000 BL per annum, the above plant will facilitate in utilizing the licensed capacity to
100% level. At present, the Company is already producing on 100% Capacity utilization basis.
Molasses, being a product of Sugar Mills, the price of Molasses and its availability have always been
dependent on the fortunes of the Sugar industry and has consequently been volatile in recent times as it
is linked to the ups and downs of the Sugar cycle.
To negate and de-link the above effect, the Company is planning to put the new plant on grain route
(which will utilize broken rice, ground wheat flour (atta), maize (bajra), jowar as its raw material to
produce alcohol with the stand-by option to also use molasses as its raw material, in case of any
emergency or shortfall in availability of grains.
Apart from above, the Government of Uttar Pradesh state has now announced a policy that if a new
project of Rs. 50 crores (capital outlay – which the Company is planning to do) is set up using grain
route, then the Government will provide rebate of Excise revenue, additionally generated by the unit, up
to the extent of Rs 25 crores over a 10 year span. The Company intends availing the above opportunity,
so that the pay back becomes enormous.
2) To avail the above advantage, the Company is expanding its bottling plant by putting up new automatic
bottling lines, so that it can produce additional own brands or tie-up brands of UB etc.
3)
It is putting up a 40,000 Litres per day Molecular Sieve Ethanol Plant as already discussed earlier.
4) To meet the additional requirement of steam and power, and to replace existing high cost power and
steam, the Company proposes to install high-pressure boiler and backpressure turbine. The boiler will
primarily use biogas (which will be generated at no extra cost while treating the wastewater process at
bio-methanation plant), and the balance fuel will be Pet coke, Rice Husk or Coal.
5)
For strengthening its Pollution Control Equipment and meeting the norms of Central Pollution Control
Board, the Company is putting up a new 60,000 Litre Thermophilic System bio-methanation plant. Apart
from the above, a Reverse Osmosis Plant and Decanters along with Distillers Dried Grain Slops (DDGS) to
convert waste to cattle feed are also proposed to be set-up.
6)
Further to the above the storage capacity of both finished goods and raw materials are also being
revamped.
LOCATION OF THE PROJECT
The plant is situated at Mansurpur in the district of Muzaffarnagar, Uttar Pradesh. This is a sugar belt where
availability of basic raw material such as molasses is in plenty. The Company has a Distillery plant, and a Potable
Liquor Plant.
The plant site of the Company has the following location advantages:
i.
ii.
iii.
iv.
The raw materials required for the plant is available locally, as it is in the heart of the state’s sugar belt.
Water is available in abundance, which is primarily sourced through tube well.
Cheap and skilled manpower is available in plenty.
The plant is located adjacent to the main highway (National Highway 58) running across the District of
Muzaffarnagar, and therefore, the Company has easy access and approach to move its produce, since road is
the primary mode of transportation of Company’s products.
52
PLANT & MACHINERY, TECHNOLOGY ETC.
I.
50 KLPD ALCOHOL PLANT CAPABLE OF RUNNING ON BOTH GRAINS AND MOLASSES.
Proposed Supplier: PRAJ Industries Ltd., PRAJ House, Bardhan, Pune – 411021 vide their Quotation offer no.
BDN:NTH:SS:239 dated 21.11.2005
Equipment list for grain based liquefaction, saccharification and fermentation:
A: Slurry Preparation/Liquefaction Section
Sl.
No.
1.
Description
Technical Data
Material of
Construction
AISI 304
Quantity
Pre-Masher
PRAJ STD
2.
Slurry Tank with
Agitator
12 m3 Gross
Volume
AISI 304
1
3.
Slurry tank transfer
Pump
Centrifugal pump
Wetted Parts
CF8
1+1
4.
Pre-Liquefaction tank with
agitator
24 m3 Gross
Volume
AISI 304
1
5.
Pre-Liquefaction tank transfer
pump with motor
Centrifugal pump
Wetted Parts
CF8
1+1
6.
Steam jet cooker
AISI 316
1
7.
Holding coil for slurry
Praj STD
AISI 304
1
8.
Flash tank
1.0 m3
AISI 304
1
9.
Vent Condenser
Shell & Tube type
AISI 304
1
10.
Liquefaction tank
With Agitator
24 m3 Gross
Volume
AISI 304
1
11.
Liquefied solution pump
Centrifugal Pump
Wetted Parts
CF8
1+1
12.
Slurry Cooler
Heat Exchanger
AISI 304
1+1
13.
Condensate Tank
0.3 m3
AISI 304
1
14.
Condensate Pump
Centrifugal Pump
AISI 304
1 +1
15.
Piping, Valves &
Instrumentation
As per PRAJ
NORMS
16.
STD
17.
Enzyme Dosing
Systems
Bulk Caustic Lye Storage tank
18.
1
LOT
PVC/HDPE
4
6.0 m3
M.S
1
Caustic Dosing tank
0.3 m3
M.S
1
19.
Caustic Lye transfer pump with
motor
2.0 m3/hr
Wetted parts: CF 8
1
20.
Caustic Dosing pump with motor
15 LPH
PTFE metering
type
1
53
B: Fermentation Section
Sl.
No.
1.
Description
Technical Data
Yeast Vessel – I
0.28 m3
Material of
Construction
AISI 304
2.
Yeast Vessel – II
1.7 m3
AISI 304
1
3.
Yeast Vessel – III
10.0 m3
AISI 304
1
4.
Cell Mass Transfer Pump with
Motor
Pre fermentor along with Broth
Mixers
Hygienic Casing
Centrifugal Type
50.0 m3
AISI 304
1
MS+ Epoxy
2
6.
Pre fermentor Re circulation cum
transfer pump with Motor
Centrifugal Pump
Wetted Parts
CF8
7.
Pre fermentor Cooler
PHE
Plates
SS 316
Frame: MS
1
8.
Fermentors with Broth Mixers,
Agitators, LG /SG & safety
system etc.
Fermented Wash Coolers
330 m3
MS + Epoxy
6
PHE
Plates: AISI 316
Frames: MS
6
10.
Fermentor Re circulation Pump
with Motor
Centrifugal Pump
Wetted Parts
CF8
6
11.
Beer Well
330 m3
M.S + EPOXY
1
12.
Beer Well Pumps
Centrifugal Pump
1+1
13.
Air Blowers
Liquid Ring / Roots
Type
Wetted Parts
CF 8
CI
14.
15.
Air Filter
CO2 Scrubber Sieve with trays
HEPA type
PRAJ STD
M.S. Frame
AISI 304
1
1
16.
Enzyme dosing system for Alfa
Amylase
Praj STD
PVC/HDPE
1
17.
Enzyme dosing system for
Amyloglucosidase
Praj STD
PVC/HDPE
1
18.
Lime dosing tank with agitator
0.15 m3,
MS
1
19.
Lime dosing pump
15 LPH,
CS
1
20.
Caustic dosing tank with agitator
0.15 m3,
MS
1
21.
Caustic dosing pump
15LPH
CS
1
22.
23.
Acid Dosing tank
Acid Dosing Pump
0.3 m3
1.0 m3/hr,
1
1
24.
Antifoam dosing tank
0.3 m3
MS
Wetted Parts
CF 8
MS
25.
Antifoam dosing pump with
motor
1.0 m3/hr,
Type- Gear
CI
1
26.
Nutrient Dosing Tank with
1.39 m3
AISI 304
1
5.
9.
54
Quantity
1
1+1
1+ 1
1
Agitator
27.
CIP Tank
12 m3
AISI 304
1
28.
CIP Pump
5 m3/hr
Wetted Parts
CF 8
1
C. Equipment required for Molasses based Fermentation:
1. Molasses Handling System :
Sl.
No.
1.
Description
Technical Data
Quantity
2 MT
Material of
Construction
MS
1.7 m3
MS
1
MS
1
CI
1+ 1
AISI 304
6
Molasses Weighing System
2.
Intermediate Molasses Receiving
Tank
3.
Weighed Molasses tank
4.
Weighed Molasses Pump
5.
Molasses Broth Mixers (Static)
6.
Piping & Valves
List of instruments
fermentation:
32.51 m3
Gear Type Pump
Praj Std.
1
Lot
&
controls
for
liquefaction,
fermentation
and
molasses/grain
i) Slurry preparation and liquefaction section:
A.
1.
2.
3.
4.
5.
6.
7.
8.
Pressure Gauges:
Slurry transfer Pump
Pre-Liquefaction transfer Pump
Jet Cooker
Liquefaction Pump
Holding Coil
Flash tank
Steam Header
Slurry Cooler
Total
2
2
1
2
1
1
1
3
13
B.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Temperature Sensors:
Slurry tank
Pre-Liquefaction tank
Flash Tank
Liquefaction Tanks
Holding Coil
Slurry Cooler (Slurry Outlet)
Cooling Water header (supply line)
Cooling Water header (return line)
Cooling Water Return from Slurry Cooler
Cooling Water Return from Vent condenser
Steam Header
Total
1 No.
1 No.
1 No.
2 No.
1 No.
1 No.
1 No.
1 No.
1 Nos.
1 No.
1 No.
12 Nos.
Nos.
Nos.
No.
Nos.
No.
No.
No.
Nos.
Nos.
C.
1.
2.
3.
4.
5.
Process Water to Slurry Tank
Condensate to Slurry Tank
Dilute Caustic solution
Lime Solution
Enzymes
1
1
1
1
4
D.
1.
2.
Control Loops (Single loop type):
Level controller for Slurry tank
Level controller for Pre-Liquefaction tank
7 Nos
1 No.
1 Nos.
55
No.
No.
No.
No.
No.
based
3.
4.
5.
6.
Level controller for Liquefaction tank
Jet Cooker Temp & pressure control
Temperature Control for pre-Liquefaction Tank
Temperature Control for Liquefaction Tank
1
2
1
1
Nos.
Nos.
Nos.
Nos.
E.
1.
Flow meters:
Magnetic flow meter with Totaliser
3 Nos.
ii) Saccharification & Fermentation:
A.
Pressure Gauges:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Process Water Header
Fermentor recirculation pumps
Prefermentor recirculation pumps
Cooling Water recirculation pump
Acid dosing pump
Antifoam dosing pump
Enzyme dosing system
Caustic dosing pump
Lime dosing pump
Air Blowers
Total
B.
1.
2.
3.
4.
5.
6.
Temperature Sensor:
Fermentors (F1 - F6)
Prefermentors
Fermented Wash Cooler - PHE wash outlet
Cooling water to fermentor PHE on header
Cooling water return from PHE
Cooling water return from fermentor PHE - on return
header
Total
C.
Rotameters:
1.
2.
3.
Process Water to fermentors
Air to prefermentors
Soft Water
1 No.
6 Nos.
2 Nos.
2 Nos.
1 No.
1 No.
4 Nos.
1 No.
1 No.
2 No.
21 Nos.
6 Nos.
2 Nos.
6 Nos.
1 No.
6 Nos.
1 No.
22 Nos.
6 Nos.
2 Nos.
6 Nos.
12 Nos.
Total
iii) Molasses based Fermentation:
1.
2.
3.
Magnetic flow meter with Totaliser
Metal Tube Rotameter
Load Cell for Molasses weighing System
6 Nos.
1 Nos.
1 Nos.
EQUIPMENT LIST FOR 50 KL TS WASH TO ENA MULTIPRESSURE DISTILLATION PLANT
I: DISTILLATION COLUMNS:
Sl.
NO.
1.
DESCRIPTION
Analyser column Rh Grid
trays Tray Spacing
TECHNICAL
DATA
19 Nos.
750 mm
MATERIAL OF
CONSTRUCTION
AISI 304
QTY.
REMARKS
1
Insulated
2.
Pre-Rectification cum
Exhaust column Bubble Cap
trays Tray Spacing
56 Nos.
250 mm
AISI 304
1
Insulated
3.
Degassifing Column Rh Grid
trays Tray Spacing
5 Nos.
750 mm
AISI 304
1
Insulated
56
4.
Aldehyde Column Bubble Cap
trays Tray Spacing
30 Nos.
300 mm
AISI 304
1
Insulated
5.
Recovery Column Bubble cap
trays Tray Spacing
35 Nos.
250 mm
AISI 304
1
Insulated
Recovery Exhaust Column
Bubble cap trays Tray
Spacing
Extractive Distillation Column
Bubble cap trays
Tray Spacing
Rectifier cum Exhaust
Column
Bubble cap trays
Tray Spacing
12 Nos.
250 mm
AISI 304
1
Insulated
AISI 304
1
Insulated
Shell in AISI 304:
34 Trays in Dow
Cu balance in AISI
304
1
Insulated
Dow Copper
1
Insulated
6.
7.
8.
9.
II:
Simmering Column
Sieve trays
Tray Spacing
45 Nos.
250 mm
72 Nos.
250 mm
50 Nos.
250 mm
REBOILERS:
Sl.
No.
1.
Description
Technical Data
Material of
Construction
AISI 304
Quantity
Reboiler for Rectifier Column,
vertical thermosyphon type
25.4 mm OD
tubes, 2.5m long
2.
Reboiler for Analyser Column,
vertical thermosyphon type
25.4 mm OD
tubes, 2.5m long
AISI 304
1
3.
Reboiler for ED Column, vertical
thermosyphon type
25.4 mm OD
tubes, 2.5m long
AISI 304
1
4.
Reboiler for Simmering Column,
vertical thermosyphon type
25.4 mm OD
tubes, 2.5m long
AISI 304
1
1
III. CONDENSERS / COOLERS FOR DISTILLATION SECTION:
Sl.
No.
Description
Technical Data
Material of
Construction
Quantity
1.
Vent Scrubber
Sieve tray type
AISI 304
1
2.
Analyser Reboiler Vent
condenser
Shell & tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
3.
Prerectifier vapor vent condenser
Shell & tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
4.
Rectifier PCV Vent Condenser
Shell & tube type, multipass,
25.4 mm OD
tubes,3m long
AISI 304
1
5.
Analyser Beer Heater
Shell & Tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
6.
Analyser Principal Condenser
Shell & Tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
57
7.
Analyser Vent condenser
Shell & Tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
8.
Aldehyde condenser-I
Shell & Tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
9.
Aldehyde condenser-II
Shell & Tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
10.
Recovery condenser-I
Shell & Tube type, multipass
25.4 mm OD
tubes,3m long
AISI 304
1
11.
Recovery Condenser-II
Shell & Tube type, multipass
25.4 mm OD
tubes, 3m long
AISI 304
1
12.
Simmering condenser-I
Shell & Tube type, multipass
25.4 mm OD
tubes, 3m long
AISI 304
1
13.
Simmering condenser-II
Shell & Tube type, multipass
25.4 mm OD
tubes, 3m long
AISI 304
1
14.
Rectifier ENA Cooler
Shell & Tube type, multipass
25.4 mm OD
tubes, 3m long
AISI 304
1
15.
ENA Cooler
Shell & Tube type, multipass
25.4 mm OD
tubes, 3m long
Dow Copper
1
16.
TA cooler
AISI 304
1
17.
FO coolers for Rectifier and
Recovery Column
25.4 mm OD
tubes, 3m long
Double pipe heat
exchanger
AISI 304
2
18.
Fusel Oil Decanter
Praj Standard
AISI 304
2
IV: BOUGHT-OUT EQUIPMENT:
SR.
NO
1.
DESCRIPTION
TECHNICAL
DATA
Centrifugal Type
MATERIAL OF
CONSTRUCTION
Wetted parts:
AISI 304
QTY
2.
ED Bottom transfer pump with
flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
3.
PreRectifier bottom transfer
pump with flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
4.
Vacuum pump with flame proof
motor
Analyser Condensate Transfer
pump with flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
Wetted parts:
AISI 304
1+1
6.
PreRectifier reflux pump with
flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
7.
Rectifier lees transfer pump with
flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
8.
Rectifier Reflux pump with flame
proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
9.
Prerectifier bottom Transfer
pump with flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
5.
Spent wash transfer pump with
flame proof motor
Centrifugal Type
58
1+1
1+1
10.
Fusel Oil washings pump with
flame proof motor
Centrifugal Type
Wetted parts:
AISI 304
1+1
11.
Fermented wash Preheater
Plate heat
exchanger
Plates: SS 316
Frame: MS
1+1
12.
Analyser Condensate Preheater
Plate heat
exchanger
Plates: SS 316
Frame : MS
1
13.
DM Water Preheater
Rectifier feed Preheater
15.
Soft water Preheater for
Analyser flash tank
Piping, Valves, Insulation &
Instrumentation.
Plates: SS 316
Frame : MS
Plates: SS 316
Frame : MS
Plates: SS 316
Frame : MS
1
14.
Plate heat
exchanger
Plate heat
exchanger
Plate heat
exchanger
16.
1
1
Lot
V: TANKS & VESSELS:
Sl.
NO.
DESCRIPTION
TECHNICAL
DATA
QTY
Cylindrical Tank
MATERIAL OF
CONSTRUCTION
AISI 304
1.
Pre-Rectifier Reflux tank
2.
Rectifier Reflux tank
Cylindrical Tank
AISI 304
1
3.
Fusel Oil Washing Tank
Cylindrical Tank
AISI 304
1
4.
Analyser Condenaste Tank
Cylindrical Tank
AISI 304
1
5.
Analyser Flash Tank
Cylindrical Tank
AISI 304
1
6.
Cold water Tank
Cylindrical Tank
MS
1
7.
Hot water tank
Cylindrical Tank
MS
1
8.
Condensate Pot
Cylindrical Tank
MS
1
1
NOTE FOR EQUIPMENT IN DISTILLATION SECTION:
1. All flanges and hardware like nuts, bolts, washers etc will be in MS.
2. MOC for pumps mentioned is only for Wetted parts. All other parts are in CS/CI.
3. All condensers are provided with vapour bottle.
PIPING MATERIAL OF CONSTRUCTION FOR DISTILLATION PLANT:
1.
2.
3.
4.
5.
6.
7.
Fermented wash
Alcohol Vapor / Liquid reflux for columns
Rectified Spirit
Spent wash / Spent lees / Fusel oil
Water / Steam / Steam Condensate
Vapor bottles
Other items (as applicable)
a) Column siphons
b) Manometer bottles
c) Liquid & Gas Separator
AISI 304
AISI 304
AISI 304
AISI 304
M.S.
MOC of related piping
AISI 304
AISI 304
AISI 304
PIPING AND FITTING MATERIAL OF CONSTRUCTION FOR PLANT:
Size
C.S. MEDIUM
C.S. HEAVY
59
SS304 /
Without
Vaccum
SS304 / With
Vaccum
APPLICATION
Water Application +
Product Line
Steam + Molasses +
Acid
ALL PROCESS
FLUID
PROCESS
FLUID/VAPOUR
IS 1239, Medium
Class
IS 1239, Heavy Class
A 312 TP 304,
Sch.5S
A 312 TP 304,
Sch.5S
IS 3589, 5 mm thk.
A 312 TP 304,
Sch.5S
A 312 TP 304,
Sch.5S
IS 3589, 5 mm thk.
A 358 Gr 304,
Sch.5S
A 358 Gr 304,
Sch.10S
IS 3589, 6 mm thk.
A 358 Gr 304,
Sch.5S
A 358 Gr 304,
Sch.10S
>
150NB
Pipe
<
200NB
IS 3589, 5 mm thk.
>
300NB
<
350NB
IS 3589, 5 mm thk.
>
600NB
<
650NB
IS 3589, 6 mm thk.
&
ABOVE
VI: INSTRUMENTATION SECTION
Sl.
NO.
1.
2.
3.
4.
5.
Sl.
No.
1
LOCATION
QUANTITY
Pressure Gauges
Glass tube Rotametes
i.
Aldehyde Column Reflux
ii. Pre-Rectifier Column Reflux
iii. Simmering Column Reflux
iv. Recovery column reflux
v. Rectifier Column Reflux
vi. RS/ENA draw
vii. IS draw from Pre-Rectifier, Aldehyde, Recovery, ED and Simmering column
viii. Fusel Oil draw from Rectifier and Recovery Column
ix. Soft water to Analyser Flash tank, Vacuum pump, Alcohol Scrubber.
x. Process water to Fusel Oil Decanter
Safe & Testers
Temperature Sensors (Rtd Type, Non-Flame Proof/ Non- Barrier Type)
Closed Loop Controls
LOCATION
34 Nos.
28 Nos
2
3
2
2
2
3
5
4
4
1
2 Nos.
31 Nos.
QUANTITY
Steam Flow Control to Analyser, Prerectifier, Rectifier and ED Column.
4 nos.
2.
Level Control for Analyser, Prerectifier, Rectifier and ED Column.
4 Nos.
3.
Level Control for Rectifier Reflux tank, Analyser Condensate Tank, Fusel Oil
Washing Tank and Pre-Rectifier Reflux tank.
4.
Pre-Rectifier RS flow Control.
5.
Rectifier ENA flow control
1 No.
6.
Pressure and Vacuum control
3 No.
7.
Fermented wash flow control
1 No.
8.
DM water flow control
1 No.
9.
Rectifier spent lees flow control
1 no.
4 nos
1 No
TOTAL CONTROL LOOPS
20 Nos.
60
COOLING TOWER AND PUMPS FOR LIQUEFACTION, FERMENTATION AND DISTILLATION SECTION:
I.
COOLING WATER SYSTEM FOR LIQUEFACTION SECTION:
Sl.
No.
1.
II.
Cooling Tower (Delta T= 10 deg C),
Supply temperature 31 deg C
(Maximum)
140 m3/hr
Material of
Construction
Wood
2.
Cooling water Recirculation pump
140 m3/hr
C.I
1+1
3.
Piping and valves
As per Design
MS
Lot
Quantity
Quantity
1
Cooling Tower (Delta T= 2 deg C),
Supply temperature 30 deg C
(Maximum)
330 m3/hr
Material of
Construction
Wood
2.
Cooling water Recirculation pump
330 m3/hr
C.I
1+1
3.
Piping and valves
As per Design
MS
Lot
Description
Technical Data
1
COOLING WATER SYSTEM FOR MULTIPRESSURE DISTILLATION SECTION:
Sl.
No.
1.
IV.
Technical Data
COOLING WATER SYSTEM FOR FERMENTATION SECTION:
Sl.
No.
1.
III.
Description
Description
Cooling Tower (Delta T= 7 deg C),
Supply temperature 31 deg C
(Maximum)
600 m3/hr
Material of
Construction
Wood
2.
Cooling water Recirculation pump
600 m3/hr
C.I
1+1
3.
Instrument Air Compressor
For Distillation and AA Plant
100 Nm3/hr
Non Lubricating
1+1
4.
Piping and valves
As per Design
MS
Lot
Material of
Construction
Quantity
EVAPORATOR SECTION
Sl.
Description
No.
Technical Data
Technical Data
Quantity
1
1.
Heat exchanger for Effect - I.
Shell and Tube type
AISI 304 Shell
with AISI 304
ERW Tubes &
AISI 304 Contact
parts.
1+1
2.
Heat exchanger for Effect – II.
Shell and Tube type
AISI 304 Shell
with AISI 304
ERW Tubes &
AISI 304 Contact
parts.
1
3.
Heat exchanger for Effect - III.
Shell and Tube type
AISI 304 Shell
with AISI 304
ERW Tubes &
AISI 304 Contact
parts.
1
61
4.
Heat exchanger for Effect - III.
Shell and Tube type
AISI 304 Shell
with AISI 304
ERW Tubes &
AISI 304 Contact
parts.
1
5.
Surface condenser for Evaporator.
Shell and Tube type
AISI 304 Shell
AISI 304 ERW
Tubes & AISI
304 Contact
part.
1
6.
Vent condenser for Evaporator.
Shell & Tube heat
exchanger.
1
7.
Vapour liquid separator I
PRAJ STD
AISI 304 Shell
AISI 304 ERW
Tubes & AISI
304 Contact
part.
AISI 304
8.
Vapour liquid separator II
PRAJ STD
AISI 304
1
9.
Vapour liquid separator III
PRAJ STD
AISI 304
1
10.
Vapour liquid separator IV
PRAJ STD
AISI 304
1
11.
Process condensate pot
Cylindrical Tank
AISI 304
2
12.
Equalization pot
Cylindrical Tank
AISI 304
1
13.
Process Condensate tank
Cylindrical Tank
AISI 304
1
14.
Concentrated Product tank
Cylindrical Tank
AISI 304
1
15.
Steam Condensate tank
Cylindrical Tank
C.S.
1
16.
CIP tanks
Cylindrical Tank
AISI 304
2
17.
Insulation
As per standard
design guidelines
Standard
Lot - As required
1
Note:
1. The material of construction of flanges and nut bolts for heat exchangers will be Carbon Steel &
Gaskets will be NBR/ EPDM.
2. All tubes will be Electric Resistance Welded types.
4.2
BOUGHTOUT EQUIPMENT FOR ECOVAP EVAPORATION SECTION Sl.
No.
1.
Description
Technical Data
Thin slop feed pump-
Centrifugal type with motor
2.
Effect – I Recirculation pump.
Centrifugal type with motor
CF8
Wetted Parts
1
3.
Transfer pump – I
Centrifugal type with motor
CF8
Wetted Parts
1
4.
Effect – II Recirculation pump.
Centrifugal type with motor
CF8
Wetted Parts
1
5.
Transfer pump – II
Centrifugal type with motor.
CF8
Wetted Parts
1
6.
Effect – III Recirculation
pump.
Centrifugal type with motor.
CF8
Wetted Parts
1
62
Material of
Construction
CF8
Wetted Parts
Quantity
1+1
Standby
7.
Effect – IV Recirculation
pump.
Centrifugal type with motor.
CF8
Wetted Parts
1
8.
Process Condensate Pump
Centrifugal type with motor.
CF8
Wetted Parts
1+1
Standby
9.
Conc. Slop transfer pump –
Centrifugal type with motor.
CF8
Wetted Parts
1+1
Standby
10.
Steam condensate pump
Centrifugal type with motor.
C.I
1+1
Standby
11.
Vacuum pump -Water ring
type with motor.
225 Am3/hr
C.I. Body with
AISI 304 Wetted
Parts.
12.
CIP pump.
Centrifugal type with motor.
CF8
Wetted Parts
13.
Piping, Valves and Fittings.
As per standard design
guidelines
Standard
Lot – As required
14.
Instrumentation and Electrical
As per standard design
guidelines
CF8
Wetted Parts
Lot – As required
15.
Mist Eliminator
Praj Norms
Praj Norms
4 No
16.
Spray Distribution Nozzles
Praj Norms
Praj Norms
12 No
1 + 1 Standby
1
4.3 PIPING MATERIAL OF CONSTRUCTION FOR ECOVAP EVAPORATION1.
2.
3.
4.
5.
6.
7.
8.
Raw Thin Slop
Syrup
Process Condensate
steam Condensate
Cooling water
Instrument Air
Antifoam solution
Soft Water
AISI 304
AISI 304
AISI 304
MS
MS
AISI304
MS
MS
PIPING SPECIFICATIONS:
Sl.
No.
1.
Pipe Material of Construction
Sch. No./
Class/ Thk.
Sch 5S
AISI 304 (upto 350 NB)
2.
AISI 304 (above 350 NB)
Sch 5S
3.
AISI 304 (Vapor Ducts)
As per Design.
3.
Mild Steel (upto 150 NB)
Medium
4.
Mild Steel (150 NB - 450 NB)
4.8 mm
5.
For Instrument air (AISI304)
Sch 5S
CONTROL LOOPS FOR “ECOVAP” EVAPORATION SECTION
All these control loops shall consists typically of a process variable transmitter (like RTD/ Flow meter/ Pressure
transmitter/ level transmitter etc.) I to P converter and a control valve. The process variable is passed on to a
PLC from where it is viewed on a PC. The Set variable can be set through the PC.
63
1.
Instrumentation
2.
Insulation
(Wherever required
from process point of
view)
1
1
6
1
1
1
Steam Control Loop
Vacuum Control Loop
Level Control Loops
Feed Flow Meter
Product Control Loop
Temp. Indicators/Scanner
Temp. Gauges
Pressure Gauges
MS Painted Control Panel
As per PRAJ norms
Lot
Lot
1
50 mm Thk. Mineral
Wool with 24 SWG AL
cladding
Lot
ESTIMATED COST OF THE SECTION:
Prices for Design, Detailed Engineering, Fabrication, Supply, Commissioning of Plant and Machinery in
Liquefaction, Fermentation and Multi-pressure Distillation Sections to produce 50,000 LPD of Total Spirit.
Rs. in lakhs
Sl.
PARTICULARS
COST
No.
1465.00
1.
GROUP I: Liquefaction, Fermentation and Distillation section.
GROUP II: Thin Slop Concentration Plant.
Design, Basic, Detailed Engineering, Supply and Commissioning of:
i.
50 KL TS Slurry Preparation and Liquefaction Section with Single loop
Controller based Instrumentation.
ii.
50 KL Saccharification & Fermentation Section suitable for Molasses as well
as Grain Mash as input to the section.
iii. Wash to E.N.A. Multipressure Distillation Plant suitable to Produce 50 KLPD
Total Spirit on Grain Mode or 50 KLPD Total Spirit on Molasses mode with
PLC based instrumentation for Distillation section.
iv. Thin Slop Evaporation Plant to concentrate the Grain based thin slop to
60% concentration as per the scope battery limits given in Group II.
OTHER WORKS
1.
2.
3.
4.
5.
6.
7.
1.
Decanters
Paddle Mixer for making Thin Slop Concentrate with Wet Cake for making
DWGS.
Grain Godown- 30 days storage
Grain Cleaning & Milling Section with imported Mill
Water Treatment Plant & Distribution consisting of the following:
Chlorination Unit
Softening Plant
DM Plant
Water Treatment Plant for existing requirement has not been considered.
Electricals:
Cabling from individual motors to respective MCCs for following sections i.e:
Liquefaction and Fermentation Section.
Distillation Section.
Evaporation Section.
Cooling towers for Main Plant and Evaporation Plant.
Plant and Yard Lighting for our scope of work
Cooling Tower, Cooling water Recirculation pumps and supply and Return
piping as per battery limits
Interconnections- Steam, PRDS, Spent wash, Condensate, Soft water, DM
Water, Raw water, Concentrated Slops etc.
Civil & Structural Work
55.00
12.00
25.00
150.00
35.00
75.00
75.00
40.00
275.00
64
Main Plant & Machinery.
Evaporation Plant.
Water Treatment plant.
Cooling Tower for Main Plant and evaporation Section.
Packing, forwarding, Transportation, Transit Insurance, Excise Duty, Sales
tax, Service tax etc for Main Plant, Evaporation Plant and other items.
TOTAL COST
2.
275.00
2482.00
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page nos.
34 to 36 of the Draft Prospectus.
II.
EXPANSION OF EXISTING ETHANOL PLANT BY SETTING UP AN ADDITIONAL 40
PLANT.
KLPD CAPACITY
Proposed Supplier: PRAJ Industries Ltd., PRAJ House, Bardhan, Pune – 411021 vide their Quotation offer
no. BDN:NTH:SS:245 dated 24.11.2005
Equipment list for 40 KLPD Absolute Alcohol plant:
Sl.
No.
1.
Description
Quantity
Material of Construction
Molecular Sieve Bed With desiccant and Internals
2
2.
Evaporation Column
1
CS with
Zeolites
AISI 304
3.
Regeneration Condenser
1
AISI 304
4.
Feed Pre heater
1
AISI 304
5.
Product Condenser
1
AISI 304
6.
Regeneration Pre heater
1
AISI 304
7.
Regeneration Cooler
1
AISI 304
8.
Dry Ethanol Cooler
1
AISI 304
9.
Super heater
1
AISI 304
10.
Evaporation Column Reboiler
1
AISI 304
11.
Dry Ethanol Product Drum
1
AISI 304
12.
Regeneration Drum
1
AISI 304
13.
Vacuum Eductor
1
AISI 304
14.
Regeneration Pump
1+1
Wetted Parts CF 8
15.
Dry Ethanol Product Pump
1+1
Wetted Parts CF 8
16.
Wet ethanol Feed Pump
1+1
Wetted Parts CF 8
17.
Instrumentation
Lot
18.
Cooling water piping
Lot
PLC based System for
Instrumentation
CS
19.
Process Piping, Valves
Lot
AISI 304
a. Auxiliaries for 40,000 LPD Absolute Alcohol Plant:
Sl.
No.
1.
Description
Cooling tower Delta T= 6 Deg
C, Supply temperature
Technical Data
120 m3/hr
12.5 HP
65
Material of
Construction
FRP / Wood
Quantity
1
maximum 31 Deg C.
120 m3/hr
25.0 HP
2.
Cooling water re circulation
pump
C.I.
1+1
3.
Instrument air Compressor
50 nm3/hr
1+1
4.
Piping, Valves and
Instrumentation
For above
LOT
ESTIMATED COST FOR 40 KL ABSOLUTE ALCOHOL PLANT
Sl.
No.
1.
2.
3.
4.
5.
Rs. In lakhs
COST
PARTICULARS
Main Plant and Machinery with PLC based Instrumentation and Erection (Engineering,
supply of plant along With Erection & installation of plant and machinery for 40,000
LPD of Absolute Alcohol based on ECO MOL Process Dehydration System)
Auxiliaries, Electricals for Main Plant, Instrument Air Compressor and Plant Lighting.
Civil and Structural for Main Plant, Auxiliaries etc.
Various Interconnections
Packing, forwarding, transportation, transit Insurance, Excise Duty, Sales tax,
Service tax etc.
TOTAL COST
141.00
22.00
20.00
5.00
35.00
223.00
Quotations for the above have been received and Orders yet to be placed. Please refer to para on
Implementation Schedule at page nos. 34 to 36 of the Draft Prospectus.
III. CAPTIVE POWER PLANT, WITH BIOGAS AS PRIMARY FUEL, BY PUTTING UP HIGH PRESSURE
BOILER WITH BACKPRESSURE TURBINE
a. BOILER 30 TPH 45KG CM2 PRESSURE
Proposed Supplier: Cheema Boilers Ltd., 212-A, Jyoti Shikhar Tower, District Center, Janakpuri, New Delhi –
110058 vide their Quotation No. CBL/108D/2005-06 dated November 21, 2005.
1.0
1.1.
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
Boiler
Steam drum with internals.
Water drum
Bank tubes
Membrane water wall furnace
Studded in bed tubes with headers
Down comers and risers
Radiation cum convection super heater with inlet, intermediate & outlet headers
Necessary piping connecting drum and super heater
Spray type De super heater
Forced flow economizer section with inlet & outlet headers
2.0
2.1
Feed Water System
Boiler Feed water pumps (2 nos) complete with coupling, base frame and
Motor.
2.2 Feed regulating station for maintaining uniform water level in steam drum.
2.3 Strainers at the suction of feed water pump
2.4 Feed line from feed pump discharge to economizer and from economizer to steam drum.
3.0
Fuel Feeding
3.1
Fluidized Bed furnace arrangement complete with plenum chamber, air
Nozzles etc.
Three nos over bed fuel feeding system including fuel hoppers, variable speed screw feeders with
pneumatic spreader for evenly spraying of fuel over the bed.
VFDs for above feeders
Secondary Air system
Ash/sand drain with plate valves
Inspection cum fire doors
3.2
3.3
3.4
3.5
3.6
66
4.0
4.1
4.2
Air Pre-heater
Multitubular air pre-heater shell and tube type assembly.
Ash hoppers.
5.0
5.1
5.2
5.3
5.4
Draught System
One no. FD fan designed for 100% MCR with motor.
One no SA fan designed for 100% MCR with motor.
One no ID fan designed for 100% MCR with motor.
Three nos. power cylinders operated dampers for FD, SA & ID fans.
6.0
6.1
6.2
6.3
6.4
6.5
Dearotor cum Storage Tank
Deaerotor with deaerotion water storage tank.
Minimum and essential valves and fittings.
Level control valve with required isolation.
Pressure control valve with required isolation
Feed water line from deaerator to feed pump suction.
7.0
7.1
7.2
7.3
7.4
7.5
Auxiliaries
Three nos power cylinder operated dampers at inlet of each compartment of air box.
Ash hoppers.
Dampers and expansion joints in air & flue gas ducting.
Feed water pump drive
Fuel feeder drive
Instrumentations
1.0
Control Instrumentation
1.1
Field Instruments for Control System
The following major loops are envisaged for boiler control system. The signal cables from respective
instrument will be terminated at the junction boxes, which are located within the boiler house.
1.1.1
1.1.2
Three element drum level control consists of
Two nos. drum level transmitter.
One no. Steam flow transmitter,
One no. Feed flow transmitter,
One no. I/P converter.
Superheater steam temperature control consists of
Two nos. temperature transmitter.
Two nos. thermocouple,
One no. I/P converter.
1.1.3
Furnance draught control consists of
One no. Furnace Pressure transmitter
One no. I/P Converter.
1.1.4
Fuel feeding control consists of
One no. Steam pressure transmitter.
One no. Single loop controller.
1.1.5
Deaerator Water Level Control
One no. Level transmitter.
One no. I/P converter
1.1.6
Deaerator Pressure Control
One no. Pressure transmitter.
One no. I/P converter.
2.0
2.1
Local Field Instruments
Thermocouples to measure
Bed temperature.
Flue gas temperature at free board.
Flue gas temperature before superheater.
Flue gas temperature before economizer.
Flue gas temperature before and after air preheater.
67
Air temperature after air preheater.
Feed water temperature before and after economizer.
2.2
Pressure gauges to measure
Steam pressure at steam drum.
Steam pressure at superheater.
Feed line pressure before feed control valve.
Feed water pressure before and after feed pump.
Spray water pressure before spray control valve.
Feed line pressure before and after economizer.
2.3
Temperature gauge to measure
Flue gas temperature after airheater.
Feed line temperature.
Steam temperature outlet of radiant superheater.
2.4
Draught gauges to measure
Air box pressure.
Furnace pressure.
Flue gas pressure before economizer.
Air pressure before and after air preheater.
3.0
Control panel comprising basic instrument such as
Temperature monitors / scanners.
Draft gauges.
Alarm annunciators.
Start / stop buttons.
Ammeters.
The Safety interlock system for
Unless ID fan is on, FD would not operate,
Unless FD fan is on, SA would not operate,
Unless SA is on, fuel feeders would not operate.
3.1
Boiler House Accessories:
1.0
1.1.
1.2
1.3
1.4
1.5
Supports and platform
Supporting structure for the boiler, economizer from RCC firing floor (first floor) level.
Supporting structure for air pre-heater from finish floor level.
Supporting structure for air & flue gas ducting.
Minimum and essential operating platforms with approach stairs / ladders for the equipments
supplied by CBL (except concrete firing floor).
Buck stays, foundation bolts & base plates.
2.0
2.1
2.2
2.3
Air & Flue gas system
Air ducting from FD fan to APH & from APH to individual chamber.
Flue gas ducting from boiler outlet to chimney inlet (from ID fan to chimney max. 5 mtr).
Dampers and expansion joint in air & flue gas ducting.
3.0
Refractory
Supply of refractory materials.
4.0
Insulation
Supply of insulation and cladding materials for CBL equipments.
5.0
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
LP & HP Chemical dosing system
One no. Skid mounted High pressure dosing tank.
Two nos. HP dosing pumps (1 working +1 standby)
HP dosing piping (including supports) to steam drum.
One no. Skid mounted low pressure dosing tank.
Two nos. LP dosing pumps (1 working + 1 standby)
LP dosing piping (including supports) to feed pump suction.
One no. motorized agitators for each dosing system.
Minimum and essential required valves and fittings.
6.0
Sample Coolers
Sample coolers for feed water, boiler water, saturated steam and superheated steam.
68
7.0
7.1
7.2
7.3
Blow down / Drain piping
Boiler drain piping up to blow down tank (max 15 mtr.)
Blow down lines from blow off valves to blow down tank (max 15 mtr.)
Blow down tank.
8.0
Piping
Cooling water & instrument air piping from one point near boiler house to wherever required.
Erection and Commissioning with IBR Approval at Site
The erection of the items supplied by Cheema Boilers Limited shall be carried out according to well–
established practices.
1.
2.
3.
4.
Providing erection tools tackles, hoists, derricks, slings scaffolding, rigging tools, welding sets,
instruments, appliances, consumables etc. required for erection, inspection, testing and commissioning to
accomplish the work.
Arranging necessary inspection and IBR approval of all site related activities. However all IBR expenses
have to be borne by the customer.
Stress relieving of weld joints as required.
Providing complete supervisory personnel.
Ensuring pre-commissioning checks, mass flushing alkali boil out, trial run of all rotating equipment,
calibration.
Rs. In lakhs
Basic Cost
Excise Duty @ 16% of base price
Central Sales Tax @ 4%
Cess @ 2% of Excise Duty
Bought-out Items
Transportation
RCC Foundation & Structural Steel Shed
(18mx14m)
450.00
72.00
21.00
1.45
11.55
30.00
15.00
_________
601.00
_________
Total Cost
b. 3000 KW BACKPRESSURE TURBO ALTERNATOR SET
Proposed Supplier: Bellis India Ltd., 19, Community Centre, East of Kailash, New Delhi – 110065 vide
their Quotation No. Q-05/180 dated November 11, 2005
Salient Features:
Quantity
Output
Turbine Model
Drive
Rated Speed of Turbine
Operating Speed of Turbine
Inlet Steam Pressure (Kg/cm2g)
Inlet Steam Temperature (Deg c)
Exhaust Steam Pressure (Kg/cm2)
Steam Flow (TPH)
Branch Size
One number
3000 KW
SBP-350
Alternator
10,250 RPM
10,250 RPM
43
430
3.5
30.0
150mm N.B. Inlet
350mm N.B. Exhaust
Hydro mechanical
Type of Governor
COST
(Rs. In lakhs)
Basic Cost
Excise Duty @ 16% of base price
Central Sales Tax @ 4%
205.00
32.80
9.51
69
Cess @ 2% of Excise Duty
Transportation
RC Foundation & Structural Steel Shed
0.65
17.04
8.00
__________________
273.00
__________________
Total Cost
IV.
REVERSE OSMOSIS PLANT (800 CUM/DAY)
Proposed Supplier: Permionics Membrane Private Ltd., 3/29-4/19, B.I.D.C. Industrial Estate, Gorwa,
Vadodara – 390016, Gujarat vide their Quotation offer no. PM 543139 dated 9.11.2005
Salient Features:
Treatment scheme
Feed Effluent Storage Tank
Feed pump
Mesh filter
Pressure sand filter
Acid dosing unit
Antiscalant dosing unit
R.O. System pump
R.O. Re-circulation pump
R.O. Membrane system
Chemical cleaning system
Degasser unit
R.O. Tank
R.O. Reject
:
:
:
:
:
:
:
:
:
:
:
:
:
1no
1no
6nos
1no
1no
2nos
2nos
2nos
2nos
2nos
1no
1no
1no
ESTIMATED COST
PARTICULARS
COST
(Rs. In lakhs)
____________
A. Reverse Osmosis Plant
Basic Cost
Excise Duty @ 16% of base price
Central Sales Tax @ 4%
Commissioning
Civil Works (RCC Foundation & Structural Steel)
Total of Reverse Osmosis Plant
210.00
34.27
9.77
5.96
3.00 *
263.00
Note:
* Indicates Civil Works:
Proposed Supplier for Civil Works: To be fabricated in terms of the design and cost estimates quoted by
M/s Structures & Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their
letter no. S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
1.
Description
Quantity /
Area
Rate
(Rupees
)
Amount
(Rupees)
75 m2.
4000 /
m2
3,00,000.00
Construction of Shed for RO
Plant with acid proof tiles and
necessary foundations
Height - 6 mm
10 mtr. / 7.5 mtr.
Total
3,00,000.00
Say Rs. 3 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
70
V.
BIO COMPOSTING YARD WITH EQUIPMENTS
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures &
Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:212 dated 25.11.2005.
Bio-Composting Civil Work
COST / ACRE
Description
Quantity
Rate
Amount
(Rs.)
1. Earthwork
1800 m3
30 /m3
54,000.00
2. Lending / Compaction
4048 m2
5 /m2
20,240.00
3. Film laying
4048 m2
0.35 /m2
4. Bricken edge
4048 m2
11.325 /m2
45,844.00
5. Sand cushion
400 m3
80 /m3
32,000.00
6. Manhole
06 Nos.
350 /No.
2,100.00
7. Drain
200 Rmt.
20 / Rmt.
4,000.00
1,416.00
Total
1.
2.
3.
4.
Bricks
Film
Cement
Sand
240000
400 Kg.
15 Bags
200
1,59,600.00
1600/60/ Kg.
160/6/-
3,84,000.00
84,000.00
2,400.00
1,200.00
Total
4,71,600.00
Grand Total
For 10 Acres
Negotiated at
Sl.
No.
6,31,200.00 x 10
:
Description
63,12,000
Rs. 60 lakhs
Amount
(in lakhs)
60.00
1.
Civil work – land preparation for 10 Acres (Processing / finished
Compost yard)
2.
Lagoon <30 days storage
8.00
3.
HDPE Pipe network
6.00
4.
Homogenising machine
6.00
5.
Tractor for H/machine
5.00
6.
Front-end Loader
5.00
7.
Sieving Machine
0.50
8.
Stitching Machine
0.20
9.
Tractor with Hydraulic Trolly
3.30
71
10.
Storage for finished goods
6.00
Estimated Grand Total
100.82
Say: Rs. 100 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
VI.
BRAND DEVELOPMENT FOR MARKETING OF IMFL BRANDS.
The Company proposes to buy a Canteen Stores Department (CSD) approved brand of matured RUM at
approximately price of Rs. 150 lakhs, the pay back period of which would be 3 to 3.5 years. (Recently 6 to
7 CSD approved brands of BRIHAMS, Maharashtra have been purchased by Radico Khaitan Ltd. for a
consideration of Rs. 36 crores: Source Economics Times). The Company is negotiating with M/s Kashmir
Distillery (Pvt.) Ltd., Jammu for purchase of CSD registered brand of MONTY matured RUM brand.
Estimated Cost: Rs. 150 lakhs
VII.
BOTTLING HALL WITH FOUR LINES AND TANKS
A. ESTIMATE FOR BOTTLING HALL
Proposed supplier: To be fabricated in terms of the design and cost estimates quoted by Structures &
Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
SL.No.
A.
ITEM
Size of Bottling Hall
Bottling Hall – 33 X 24 m
Washing area – 9 x 24 m
Empty Bottle Storage – 24 x 24 m
Finished Goods Storage – 24 x 24 m
Blending Hall – 42 x 6 m
Q.C. Laboratory / Sensory / Packing –
48 X 22 m
C.C. Box Storage – 48 X 12 m
TOTAL
Area
Rate
792
216
576
576
252
576
M2
M2
M2
M2
M2
M2
576
3564
M2
M2
4200/ M2
Say
Amount
14968800
150 Lakhs
Construction will comprise of RCC Foundation; Earth filling, RCC flooring, Tiles on Walls, Aluminum
Doors and windows, Structural Steel Portals, PU coated galvanized Sheets.
B.
DETAILS OF BOTTLING LINE
Proposed Supplier: SS Packaging Industries, 9/53, Kirti Nagar Industrial Area, New Delhi–110015 vide
their Quotation offer no. SSPI/SSLDCW/RK/QTN-1316/2005-06 dated 29.11.2005
SEMI AUTOMATIC BOTTLING LINE (90 BPM) ON 180 ML GLASS BOTTLES
Sl.No.
1)
2)
3)
4)
5)
6)
7)
8)
DESCRIPTION
Semi Automatic Rotary Rinsing Machine
S.S. Slat Chain Conveyor – 16 Feet Long
[@ Rs. 3,800/- per feet]
S.S. Double Slat Chain Conveyor – 24 Feet
[@Rs. 6,000/- per feet]
Variator Drive Unit-2 HP
Inspection tube Light – 2 Feet
Semi Automatic Vacuum Filling Machine 6 Head
with S.S. Service Tank of 100 Litres.
@Rs. 75,000/- Each (Suitable for Glass Bottles)
Semi Automatic ROPP Cap Sealing Machine
@ Rs. 70,000/- Each.
Inspection system Hood Type – 6 Feet Long to be
72
QTY.
1 No.
1 No.
RATES
(In Rupees)
2,75,000.00
60,800.00
1 No.
1,44,000.00
1 No.
1 No.
70,000.00
9,500.00
2 Nos.
1,50,000.00
2 Nos.
1,40,000.00
9)
10)
11)
mounted on Double Slat Chain Conveyor
Packing Belt Conveyor – 24 Feet Long
[@ Rs. 3,800/- Per Feet]
Drive Unit – 2 HP
Label Gumming Machine @ Rs. 9,500/- Each
Total basic price of 1 No. Semi Automatic
Line
Total basic price of 3 Nos. Semi Automatic
Lines
Excise Duty @ 16%
Cess @ 2% of Excise Duty
Central Sales Tax @ 4%
TOTAL
Say – (i)
1 No.
30,000.00
1 No.
1 No.
2 Nos.
91,200.00
60,000.00
19,000000
10,49,500.00
31,48,500.00
5,03,760.00
10,075.00
1,46,493.00
38,08,828
38.00 Lakhs
FULLY AUTOMATIC 240 BPM LINE FOR 180 ML GLASS BOTTLES
Sl.No.
PARTICULARS
1)
Fully Automatic ‘Tunnel Type’ Bottle Rinsing
Machine (20 Pockets) manual loading & automatic
unloading, model – F - 20
S.S. Slat Chain Conveyor, 9 ft. @ Rs. 3,800/- Per
feet)
Overlap Conveyor, (4’ + 4’)
Brake Drive Unit 1 H.P.
S.S. Slat Chain Conveyor, 16 Feet
[ @ Rs. 3,800/- Per feet)
Inspection Tube Light, 6 feet with Rejection Tray
for Empty Bottle Inspection
Overlap Conveyor, (4’ + 4’)
Variator Drive Unit 1 H.P.
Fully Automatic Rotary 40 Head ‘Vacuum Level’
Filling cum 10 head ROPP Cap Sealing M/c,
Model: MONOBLOCK (Fitted with ‘Standard’
Sealing Heads suitable for Glass Bottles & Hopper
Cap Feeder for 25 / 28 mm Caps)
Overlap Conveyor, (4 ft. + 4 ft.)
Variator Drive Unit – 1 H.P.
S.S. Slat Chain Conveyor, 16 ft. @ Rs. 3,800/- Per
feet)
Inspection Tube Light, 12 feet with Rejection Tray.
Overlap Conveyor (4 ft. + 4 ft.)
Variator Drive Unit 1 H.P.
Fully Automatic Rotary Labeling Machine Suitable
for applying Front Labels, Model : MULTIMATIC
–F
Packing Belt Conveyor 50 ft. @ Rs. 3,800/- Per
feet
Drive Unit 2 HP
Carton Sealer, Model – SSA
Gravity Roller Conveyor, 4 ft. @ Rs. 4,000/- Per
feet)
Total basic price of the line
Excise Duty @ 16%
Cess @ 2%
Central Sales Tax @ 4%
TOTAL
Say – (ii)
2)
3)
4)
5)
6)
7)
8)
9)
10)
11)
12)
13)
14)
15)
16)
17)
18)
19)
20)
B. TOTAL BOTTLING LINES (i + ii)
C.
QTY.
PRICE
(In Rs.)
1 No.
16,69,200.00
1 No.
34,200.00
1 No.
1 No.
1 No.
36,000.00
60,000.00
60,800.00
1 No.
28,000.00
1 No.
1 No.
36,000.00
65,000.00
1 No.
14,50,000.00
1 No.
1 No.
1 No.
36,000.00
65,000.00
60,800.00
1 No.
1 No.
1 No.
55,000.00
36,000.00
65,000.00
1 No.
10,00,000.00
1 No.
1,90,000.00
1 No.
1 No.
1 No.
60,000.00
95,000.00
16,000.00
51,18,000.00
8,18,880.00
16,377.00
2,37,975.00
61,91,232.00
62.00 Lakhs
100.00 lakhs
TOTAL COST OF BOTTLING WITH BOTTLING HALLS (A + B)
: Rs. 250 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
73
VIII. 60 TPD THERMOPHILIC REACTOR BIOGAS PLANT:
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures &
Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
COST
Rs. In lakhs
__________
RCC Foundation of Reactor Tank 32m DIA
M.S. SHELL / PARTITIONS/ DOMES/BASE PLATE/
FIRE ARRESTOR/GAS FLARE etc as per Design
305 MT @ 40000 RS/ MT
EPOXY
RECEIVING POND 350M3 VOLUME IN RCC
CLARIFIER 14M DIAMETER WITH MECHANISM
MS, SS PIPING FITTING VALVES ETC
BOOSTER PUMPS/ PHE/LT PANEL, CABLES
TOTAL
22.00
122.00
9.00
3.00
8.00
6.00
5.00
175.00
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
IX.
MOLASSES STORAGE TANKS
ESTIMATE FOR 75000 QTLS. MOLASSES STORAGE M.S. TANK
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.
No.
A.
B.
ITEM
QTY.
RCC FOUNDATION:
Including Earthwork in excavation,
PCC (1:4:8), Sand Filling, Boulder
soling, RCC (M20), Shuttering, Brick
work, Plaster, Reinforcement (16
Tonnes), Insert fixing (5 Tonnes)
MS Shell and Dome
1st & 2nd Shell – 16 mm
3rd & 4th Shell – 12 mm
5th & 6th Shell - 10 mm
7th & 8th Shell – 8 mm
Roof – 5 mm
Supporting structure
TOTAL
UNIT
01
No.
25
18.5
16
13
21
7
100.5
.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
=
RATE
AMOUNT
(in Rupees)
100000.00
40000
Say
For 2
Tanks
4020000.00
5020000.00
50 Lakhs
100 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
X.
GRAIN PLANT AND STORAGE AREA : 40 mtr. X 17.5 mtr.
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures &
Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
1
Description
Quantity/
Area
Excavation / P.C.C./R.C.C./
74
Rate
(Rupees)
Amount
(Rupees)
Foundation for Tanks walls/ floor/
Truss / AC-Sheet Roofing ‘Rolling
Shutter / Windows Complete
(40 mtr. X 17.5 mtr.)
700 m2
4300/m2
30,10,000.00
Total
30,10,000.00
Say – Rs. 30 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XI.
WAREHOUSE : 30 mtr. X 12 mtr.
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
Description
Quantity /
Area
1.
Construction of ware house –
with R.C.C. Foundations for
storage tanks
30 x 12 mtr.
Height of Shed – 8 mtr.
360 m2
Rate
(Rupees)
Amount
(Rupees)
4300/m2
15,48,000.00
Total
15,48,000.00
Say Rs. 15 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XII.
ALCOHOL STORAGE TANKS
Proposed supplier: To be fabricated in terms of the design and cost estimates quoted by
Structures &
Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
Description
1.
M.S. Tanks
Bottom 8 mm
Shell 6 mm
Top
3 mm
10% wastage
X 8 No.
2.
Quantity/
Area
1570 Kg.
5180 Kg.
1000 Kg.
7750 Kg.
__________
8.5 MT
__________
68.20 MT
7 MT
M.S. Structure / Plate form
Total
Rate
(Rupees)
Amount
(Rupees)
40000/MT
27,28,000.00
40000/MT
2,80,000.00
30,08,000.00
Say Rs. 30 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
75
XIII.
POWER HOUSE / TURBINE FOUNDATION
Proposed supplier: To be fabricated in terms of the design and cost estimates quoted by Structures &
Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
Description
1.
Power House – Construction of
Power house. 10 mtr. X 8 mtr.
Weight – 4 mtr.
2.
Foundations of Panels
Quantity /
Area
Rate
(Rupees)
Amount
(Rupees)
80 Sq. m.
4000 / m2
3,20,000.00
01 No.
L.S.
1,80,000.00
Total
5,00,000.00
Say Rs. 5.0 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XIV.
OFFICE: 300 m2
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.
No.
1.
Description
Construction of General office
with marble flooring / Aluminum
door / window (Powder Coated)
R.C.C. Roof with false Ceiling /
Punning complete
25 X 12 m2, Height – 4 Mtr.
300 m2
Quantity/
Area
Rate
(Rupees)
Amount
(Rupees)
3000 / m2.
5000 / m2
15,00,000.00
Total
15,00,000.00
Say Rs. 15 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XV.
GENERAL STORE : Size – 18 mtr. X 10 mtr.
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
1.
Description
Quantity /
Area
Rate
(Rupees)
Amount
(Rupees)
180 m2.
5600 / m2
10,00,800.00
Construction of store with a
mezzanine floor of R.C.C.
18 mtr. X 10 mtr.
Height – 7 mtr.
Total
10,00,800.00
Say Rs. 10 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
76
XVI.
Boundary Wall / Roads / Drain
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.No.
Description
Quantity /
Area
Rate
(Rupees)
Amount
(Rupees)
1.
Construction of Boundary wall 3
mtr. high, with M.S. grill on top
with painting complete
600 Rmt.
1800 /
Rmt
10,80,000.00
2.
Construction of Road with
boulder soling / WBM 110 thick
with premix / seal coat complete
2000 m2
600 / m2
12,00,000.00
3.
Construction of drain on both
side of road and along plant
400 Rmt
100
500 /
Rmt.
2,50,000.00
500 Rmt
Total
25,30,000.00
Say Rs. 25 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XVII.
COOLING TOWERS (3 Nos.)
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.
No.
1.
Description
Quantity/
Area
Rate
(Rupees)
Amount
(Rupees)
3 Nos.
2,40,000
7,20,000.00
Construction of R.C.C.
Foundation for Cooling Tower,
R.C.C. basin for water storage
and R.C.C. sump complete.
Total
7,20,000.00
Say Rs. 7.0 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XVIII. PIPING
Proposed Supplier: To be fabricated in terms of the design and cost estimates quoted by M/s Structures
& Foundations Private Ltd., N-3, Ground Floor, Kalkaji, New Delhi – 110 019 vide their letter no.
S&FPL:05:SSDCW:218 dated 28.11.2005.
Sl.
No.
1 (a)
(b)
(c)
(d)
Description
2 (a)
MS ‘C’ Class - 4”
SS
SS
SS
SS
304
304
304
304
-
4”
3”
2”
1”
Quantity/
Area
450 Rmt
600 Rmt.
480 Rmt.
1,150 Rmt.
Rate
(Rupees)
1280.00
1000.00
700.00
400.00
Amount
(Rupees)
5,76,000.00
6,00,000.00
3,36,000.00
4,60,000.00
1,200 Rmt.
600.00
7,20,000.00
77
(b)
(c)
(d)
3 (a)
4)
MS ‘C’ Class - 3”
MS ‘C’ Class - 2”
MS ‘C’ Class - 1”
1,800 Rmt.
700 Rmt.
3,200 Rmt.
450.00
250.00
200.00
8,10,000.00
1,75,000.00
6,40,000.00
HDPE Pipe 6 Kg. Pressure 150
mm
HDPE Pipe 6 Kg. Pressure 100
mm
Rmt.
340 Rmt.
7000 /
Rmt.
500 /
Rmt.
4,76,000.00
1,70,000.00
L.S.
1,00,000.00
-
Fitting/Nipples / T / El…HDPE
Total
50,63,000.00
Say Rs. 50 Lakhs
Quotations received and Orders yet to be placed. Please refer to para on Implementation Schedule at page
nos. 34 to 36 of the Draft Prospectus.
XIX.
ELECTRICALS
M/s Structures & Foundations Private Limited vide their Quotation offer no. S & FPL:05:SSDCW:212 dated
25.11.2005 have estimated that the project LT Panels, Cables, and Motors will be installed at an estimated
cost of Rs. 30 lakhs. The above cost includes new cabling, motors for pumping Spirits from tanks and
panels etc.
XX.
MISCELLANEOUS EQUIPEMNTS
For Miscellaneous equipments like Air conditioners, Office furniture etc., a provision of Rs. 16 lakhs has
been considered.
78
MANUFACTURING PROCESS
A. RECTIFIED SPIRIT
Basic Raw material for manufacture of Rectified Spirit is Molasses. Molasses is a bye-product of Sugar industry.
Molasses is available is abundance in the surrounding areas of the Company’s production facility. There are
approximately 55 sugar mills in Western U.P. with huge crushing capacity and approximately 14 lakh hectare
area is under the Sugarcane cultivation.
Molasses of 40 – 50% total reducing sugar and 10 – 12% un-fermentable sugar is purchased from various sugar
mills and brought to the Company’s facility through road tankers. Molasses is stored in huge tanks. It is then
taken to the Fermentation House for fermentation in various fermentators. Fermentable sugar in molasses is
converted into Ethyl Alcohol and Carbon dioxide with the help of microorganism called yeast in two distinct
phases.
Fermentation
1st Stage
C12H22O11
Invertase Enzyme
C6H12O+ + C6H12O6
In Yeast
2nd Stage
C6H12O6
Zyenase Enzyme
C2H5OH
In yeast
(Ethyl Alcohol)
+
CO2
Carbon Dioxide
Distillation
During the fermentation process, 8 to 9% alcohol is formed in distillation wash, which is taken for distillation in
the distillation column to recover the alcohol.
Fermentated wash is fed into the Analyzer column from the top and steam is supplied from the bottom. Alcohol
vapour rises up in the analyzer and is fed into the Rectifier column. In the Rectifier column, fractional distillation
takes place and alcohol vapour passes through beer heater, first condenser and then to vent condenser.
Condensate from all the above three columns is again fed to rectifier top and drawn as Ethyl Alcohol or Rectified
of 94.5% v/v (Volume by Volume).
Rectified Spirit is then stored in receiver room in various tanks and then transferred to storage tanks/vats called
warehouse as per state excise parlance.
Rectified Spirit can then be sold to various other distilleries/bottling plants as raw material to the manufacturers
of bottled liquor.
Rectified Spirit is also used for manufacture of Country Liquor in the Company’s distillery after reducing its
strength from 94.5% to 36.1% and by adding Demineralized (DM) Water, Essence, Caramel in the blending
room. It is then taken to bottling vats in the bottling hall for manufacture of Country Liquor.
79
80
B.
E.N.A. (EXTRA NEUTRAL ALCOHOL)
Rectified Spirit contains impurities such as aldehydes, esters, higher alcohols that are not good for making
quality potable alcohol for high grade liquor products like Whisky, Gin, Rum etc.
Rectified Spirit is therefore re-distilled with DM (De-mineralized water) and passed through purification
column, then rectifier column, condensers etc. All these equipments constitute Extra Neutral Alcohol plant.
Higher alcohols and all other impurities get separated at various temperatures and pure ENA is collected
separately and taken to storage vats.
ENA can be sold to other distilleries and bottling plants for making quality alcoholic products like Whisky, Gin,
Rum etc.
In the Company’s distillery, ENA is used for bottling renowned brands of Indian Made Foreign Liquor (IMFL)
through the Company’s tie-up arrangement with reputed manufacturers.
C. ETHANOL (GASOHOL)
Ethanol, also known as ‘Fuel Alcohol’, is manufactured by passing Rectified Spirit of 94.5% v/v strength
through benzene column. Benzene absorbs the water content present in the Rectified Spirit. The final product
is of 99.5 to 99.90% v/v, which is called Gasohol or Fuel Alcohol. Ethanol could then be sold to various oil
corporations like Indian Oil etc. for using as fuel in vehicles after mixing it with petrol.
D. SPENT WASH
1st Stage (Primary Methanisation)
It is the dark brown carboned liquid containing nitrogenous compound, potassium, magnesium, sulphates
etc. obtained as waste product after obtaining Rectified Spirit. Its BOD (Biological Oxygen Demand) is about
40,000 mg/ltr., and COD (Chemical Oxygen Demand) about 1,00,000 mg/ltr. It is the raw material for
Effluent Treatment Plant where after methanisation process in huge reactors, we get Biogas, which is used as
fuel in our boilers.
2nd Stage (Bio-composting)
The waste product or heated spent wash from primary treatment plant is taken for Bio-composting to an
open area of land where this product is sprinkled on sugar mill press mud for production of manure.
Generated from Rectified Spirit:
Molasses
Dilution
Yeast
Fermentation
Spent Wash
Generated from ENA:
Rectified Spirit
Dilution
Rectified Spirit
Distillation
Distillation
Heads
81
ENA
Generated from ETHANOL
Rectified Spirit
Dilution &
Addition
Fermentation
Ethanol
Benzene
Benzene
Proposed
Molasses
Dilution
Fermentation
Wash to ENA
Distillation
Heads
E.
ENA
Spent Wash
IMFL BLENDING/BOTTLING PROCESS:
Here, ENA, DM water and required additives are mixed in the blending tank. After mixing is complete,
strength and colour adjustment is done to and testing is done to see if the blend matches the original.
Further alteration, if any required, is done and the blend is ready for bottling. It is shifted to filled tank to be
filled in wash and cleaned bottles. Here, the bottles are sealed, labeled and monocartoned as may be the
case. Quality control is done before the bottles are put into CC boxes. They are then moved to finished goods
godown from where they are transported to different locations for final selling.
82
FLOW CHART OF FINISHING GOODS
Rectified Spirit
(Strength-94-95% v/v)
Reduced with
Demineralized
Water
Redistilled in Extra Neutral
Alcohol Plant (Total
Deooxidice Copper plant)
Denatured with
Denaturent
ENA ( Extra Neutral
Alcohol) -95 to 96% v/v
Reduced with D.M.Water
Blending with
Color & Essences
for C&L
Denatured Spirit/Special
Denatured Spirit (Not for
Human Consumption)
Blending with Color & Essence /
Malt Spirit etc.(for IMFL)
Bottling
(Procedure)
Empty Bottle
Washing /Rinsing
Filterisation
(Liquor)
Bottle Filling
Sealing
Labeling
Packing
(Finished Goods)
Remarksemi-automatic complete bottling conveyors.
83
GRAIN BASED ALCOHOL PLANT
PROPOSED GRAIN SPIRIT PLANT
Grain unloading/
Storage Yard
Milling
(Basically gellitanisation means where starch molecule is split
open with application of heat in order to ease the effect of the
enzimes on the starch molecule)
Cooking
(The grain is course milled
for the purpose of slurry preparation.
Milling is important because in the
absence of the same we need to buy flour and
thereby pay an extra cost for raw material.)
Receivers
Storage Tank
Distillation
(Recovery of
Alcohol from
fermented wash)
Liquifaction
(The conversion of starch into
Sugars)
Saccharification
Fermentation
(Spent wash)
Decantation
(The conversion of Sugar into
Alcohol)
Evaporator
(Centrifuge to recover
solids in spentwash)
Husk
Sale
Bottling Plant
84
DDGS
(mixed)
(Further
concentration of
solids to about 40%
Process description for Grain Based Liquefaction and Fermentation:
FLOW DIAGRAM FOR GRAIN SPIRIT PRODUCTION:
Milling
Section
Slurry Preparation /
Liquefaction Section
Fermentation
Section
A)
Consisting of
Grain storage (20 days capacity)
Magnetic separator
Vibratory Screen
Chain conveyor
Bucket elevators
Hopper bins
- Hammer mill
Consisting of
Mixing tank
Slurry tank
Jet cooker
Holding coil
Flash tank / holding tank
Liquefaction tank
- - Slurry coolers
Consisting of additional equipment for the
Existing fermentation section like
Fermentors
Wash re circulation pumps
Fermented wash coolers
- Suitable modifications in piping / equipment, etc.
MILLING AND FLOUR HANDLING:
The incoming grain is first cleaned with the help of destoner and magnetic separators to remove stones
and other material, which may damage the hammers during milling. The grain is fed to hammer mill in a
controlled manner. In milling, grains are crushed to flour of uniform size. Oversized screening rejects are
segregated with the help of vibratory screen. These are taken to coarse bin before sending it to mill
again. Intermediate hopper is provided for buffer capacity for flour storage. The flour addition is metered
through a weigh feeder with load cell arrangement before transferring to the mixing tank for slurry
preparation process.
B)
SLURRY PREPARATION / LIQUEFACTION:
Grain flour is fed at controlled rate to mixing tank and then to an agitated slurry tank where some
amount of water and enzyme stabilizing chemicals are added. A portion of the liquefying enzyme is also
added here. This slurry is then “cooked” in the jet cooker. The slurry is continuously pumped to a steam
jet cooker where high-pressure steam at 7 bar (g) / 170 °C rapidly raises the slurry temperature. The
mixture of slurry and steam is then passed through the holding coil which has several “U” bends in series
and sufficient capacity to provide the desired retention time at a given flow rate. The cooked mash is
discharged to a flash tank. The cooking process, accomplished in the above manner, converts the slurry
into a hydrated, sterilized suspension (as starch molecule is solubilized) and is therefore susceptible to
enzyme attack for liquefaction.
The gelatinized mash from the flash tank is liquefied in a liquefaction tank where liquefying enzyme
(alpha-amylase) is added. Then the liquefied mash is cooled in slurry cooler to about 60 °C. and
transferred to partial pre-Saccharification tank where the Saccharifying enzyme (Glucosidase) is added.
This process initiates the formation of sugar. The mash is then cooled and transferred to fermentors.
85
C)
SACCHARIFICATION AND FERMENTATION:
Yeast Propagation:
Yeast seed material is prepared in water-cooled vessels by inoculating sterilized mash with culture yeast.
Optimum temperature is maintained by cooling water. The contents of the yeast vessel are then
transferred to Prefermentor.
The prefermentors are filled with mash and loaded with contents of the yeast vessel. The purpose of the
aerated pre-fermentation is to allow time for the yeast cells to multiply and reduce the chances of
contamination in fermentors. When the prefermentor contents are transferred to the main fermentors,
the concentration of yeast cells is high enough to substantially reduce the lag time associated with yeast
growth in fermentation.
GRAIN BASED FERMENTATION:
The purpose of fermentation is to convert the fermentable substrate into alcohol. To prepare the mash for
fermentation, it may have to be diluted with water. The pH of the mash is adjusted by recycled slops (which also
provides for nutrients) and by the addition of acid.
At the start of the cycle, the fermentor is charged with mash and contents of the pre- fermentor. Significant heat
release takes place during fermentation. This is removed by forced circulation cooling in external heat
exchangers to maintain an optimum temperature of 30°C. The re-circulating pumps also serve to empty the
fermentors into beer well. After the fermentors are emptied, they are cleaned with water and caustic solutions
and sterilized for the next batch.
The carbon dioxide evolved during the process is scrubbed to prevent ethanol emissions by process water, which
is taken to beer well.
MOLASSES BASED FERMENTATION:
Molasses is a by-product of a sugar factory and is generally stored in Steel tanks. The molasses is then pumped
to the Molasses weighing system located in the plant premises. The Weighing system is generally load cell based
system with a counter for measurement of quantity of Molasses being processed in a given period of time. After
weighing the Molasses, it is then pumped to the Molasses dilutor located alongside the Fermentor. After
Fermentation fermented Wash shall be fed to the Beer Well and from there it shall fed to the Distillation section
for distillation.
86
INFRASTRUCTURE FACILITIES
A. RAW MATERIAL
MOLASSES
Molasses, which is the bye-product of sugar industries, is the major raw material for manufacture of alcohol. The
Company is situated in a sugar belt where availability of molasses is plenty.
The requirement of raw materials for the Company was/is as follows:
Molasses usage & requirement
Year 2004-05
Year 2005-06
Year 2006-07
5.88 lakh quintals
5.89 lakh quintals
9.97 lakh quintals
The Production and consumption figures of Molasses (the primary raw material) in the state of Uttar Pradesh is as
under:
Production
(In Lakh Quintals)
2003-2004
2004-2005
Consumption
(In Lakh Quintals)
224.81
241.71
212.19
211.80
(Source: Excise Department Manual of 2005-06 of U.P. Government)
Availability of Molasses in last 5 yrs. in the State of U.P. (in Lakh Qtls.)
1999-2000
2000-2001
2001-2002
2002-2003
2003-2004
2004-2005
17.52
19.73
9.99
12.92
30.75
11.31
Production
244.08
220.51
270.39
305.75
224.80
241.71
Total
261.60
240.24
280.38
318.67
255.55
253.02
135.97
217.95
247.16
265.40
212.19
211.80
Industrial Units
80.47
-
-
-
20.47
-
Outside state
20.39
10.80
10.80
19.81
10.54
25.93
0.98
1.06
1.06
0.72
0.88
1.10
237.81
229.81
258.92
285.93
244.08
238.83
23.79
10.43
21.46
32.74
11.46
14.19
Below grade
1.66
0.44
1.27
1.99
0.15
0.31
Net Balance
22.13*
9.99
20.19
30.75
11.31
13.88
Molasses Year
Opening Balance
Consumption:
Distillery
Wastage
Sub Total
Balance
* If we deduct 2.40 Lakh Quintals of Uttaranchal Sugar Mills, then net balance is 19.73 Lakh Qtls.
(Source: Excise Department Manual of 2005-06 of U.P. Government)
The Molasses are procured directly from the neighbouring Sugar mills, and also through dealers at competitive
prices.
The Molasses’ market is expected to remain, more or less, stagnant during the year, with full availability of the
same. No shortage in supply is envisaged. The Company expects the prices to be at its lowest during the months
of March and April, 2006, because the stocks of molasses is usually high in the above months (when the Sugar
mills are high in capacity of molasses and are in the process of disposing off the same on account of lack of
storage capacity).
87
During the year 2005-2006, the Company expects the production level of Molasses to be around 305 lakh
quintals, as against the current year production of 241 lakh quintals.
The prices are expected to remain at a lower level in financial year 2006-07 as compared to the current year,
with expected low during the months of March, April, May and September, 2006.
Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
NAME OF MAJOR SUPPLIER OF MOLASSES
Bajaj Hindustan Ltd. - Unit Kinoni
Daya Sugar (Unit: Daya Engineering Works)
Dwarikesh Sugar Industries Ltd., Dwarikesh Nagar
Kisan Sah. Chini Mills Ltd., Nanauta
Mansurpur Sugar Mills Ltd
Mawana Sugar Works, Mawana
Monnet Sugar Ltd., Unn (Shamli)
SBEC Sugar Limited, Malakhpur (U.P)
Simbholi Sugar Mills Limited, Simbholi
Titawi Sugar Complex, Titawi
Triveni Engg. & Industries Ltd., Deoband
Triveni Engg. & Industries Ltd., Khatauli
GRAINS
In the proposed expansion plan, wherein the produce is being shifted to grain-based product; Grain, which
includes broken rice, ground wheat flour (atta), jowar, bajra etc., are proposed to be procured through
dealers/stockists. The Company expects no shortage and full availability of grains throughout the coming years.
The price-trend of the grains is also expected to remain stagnant throughout the year, and no volatility is
expected.
The average rate of output growth since the 1950s has been more than 2.5% per year and was greater than 3%
during the 1980s. Regions with the greatest increase are Western Uttar Pradesh, Punjab & Haryana. The other
low growth areas are Andhra Pradesh, Maharashtra, Jammu Kashmir, Bihar, Gujarat, Karnataka, Orissa,
Rajasthan & Tamil Nadu. The above comprises 55% of the total food grains area. Between financial year 1960
and financial year 1980, yields increased by 125.6% in North India (Punjab, Haryana & Western U.P.).
(Source:www.photius.com/countries/india/economy/india_economy_food_grain_production~8853.html)
Table : INDIA
(Source: Indian Grain and Feed Annual 2005 from www.fas.usda.gov/gainfiles/200502/146118883.pdf)
Commodity : WHEAT
PSD Table
Area Harvested (000’ HA)
Beginning Stocks (000’ MT)
Production (000’ MT)
Total Market Year Imports (000’ MT)
June-July Imports (000’ MT)
June-July Imports US (000’ MT)
Total Supply (000’ MT)
Total Market Year Exports (000’ MT)
June-July Exports (000’ MT)
Feed Domestic Consumption (000’ MT)
Total Domestic Consumption (000’ MT)
Ending Stocks (000’ MT)
Total Distribution (000’ MT)
2003
24860
15700
65100
8
8
80808
6700
6400
600
67208
6900
80808
2004
26620
6900
72060
10
10
78970
2400
2000
500
72070
4500
78970
2003
7800
7550
7670
7000
2004
7700
7750
7600
7350
2005
26300
4500
74000
10
10
78510
1000
1000
500
73000
4510
78510
Prices in Rupees per MT
Year
January
February
March
April
88
% change
(-) 1%
3%
(-) 1%
5%
May
June
July
August
September
October
November
December
6800
7670
13%
6850
7600
11%
6850
6800
(-) 1%
6850
6700
(-) 2%
6550
6650
2%
6970
7000
0%
6950
7750
12%
7000
7850
12%
Source Ministry of Consumer Affairs, Food, and Public Distribution, GOI.
Commodity: RICE MILLED
2003
42400
11000
87000
130513
98000
3000
3000
84100
10900
98000
Area Harvested (000’ HA)
Beginning Stock (000’ MT)
Milled Production (000’ MT)
Rough Production (000’ MT)
Total Imports
Total Supply
Total Exports
Jan. - Dec. Exports
Total Domestic Consumption
Ending Stocks
Total Distribution
2004
42300
10900
86000
129013
96900
2800
2800
84000
10100
96900
2005
44500
10100
90000
135014
100100
2500
2500
85000
12600
100100
Prices in Rupees / MT
Year
2003
2004
% change
January
9800
10900
11%
February
9300
11250
21%
March
9650
11200
16%
April
9500
11100
17%
May
9400
11150
19%
June
9250
11000
19%
July
9750
10800
11%
August
9500
10900
15%
September
9250
10300
11%
October
9300
10250
10%
November
9250
10150
10%
December
9150
10005
9%
(Source: Indian Grain and Feed Annual 2005 from www.fas.usda.gov/gainfiles/200502/146118883.pdf)
The Company is constantly endeavouring to procure raw materials at the lowest prices using its experience,
relationships with the suppliers and economies of scale enjoyed. The Company follows a prudent product pricing
policy.
B. WATER
The Company’s water consumption, currently, is as under:
Rectified Spirit Plant
ENA
Boiler
DM Plant
Bottle Washing
Domestic
TOTAL -
2800 KL Per Day
500 KL Per Day
200 KL Per Day
40 KL Per Day
150 KL Per Day
20 KL Per Day
________________
3710 KL Per Day
________________
Additional Requirement on account of the Proposed Project:
Process Water for Liquefaction & Fermentation Section
Cooling Water for Liquefaction
89
-
500 m3/day
140 m3/day
Cooling Water for Fermentation Section
Cooling Water for Multipressure distillation section
Make-up water for Liquefaction cooling tower
Make-up water for Fermentation cooling tower
Make-up water for Multi-pressure distillation cooling tower
DM Water for Rectified Spirit dilution in distillation section
Soft water for Flash tank, Alcohol scrubber, vacuum
Pump, and decantor
Cooling Tower
Ethanol – Cooling tower make-up
Boiler – Water
Bottling Lines
-
330
550
100
160
400
180
300
m3/day
m3/day
m3/day
m3/day
m3/day
m3/day
m3/day
200 m3/day
100 m3/day
33 m3/day
4000 KL/day
REQUIREMENT SUMMARY:
i. Present requirement
ii. Additional requirement
:
:
TOTAL -
3710 KL/day
6993 KL/day
________________
10703 KL Per Day
________________
The Company has three tube wells of 150 m3/hour capacity each. The above tubewells can generate 10,800
KL of water per day. The Company currently uses 2 tubewells and the third is kept as stand-by arrangement.
Apart from the above, the Company has one Cooling Tower, of 3,600 KL/day capacity, for water for
consumption in the Plant. For consumption in Boiler, the Company has a DM Water Plant of 12,000
Litres/hour capacity with storage of 30,000 Litres, and for Potable Liquor, the Company has DM Water Plant
of 7,500 Litres/hour capacity with storage of 60,000 Litres.
Apart from the above, the Company is putting up two new tube wells of 150-m3/hour capacity each, which
will have additional capacity of 7200 KL/day.
C.
POWER
The details of power requirement, for the various segments, of the Company are as follows:
Plant Segment
Requirement
Plant Side – Rectified Spirit
Extra-Neutral Alcohol Plant
Tube Well
Molasses Pumping
Effluent Treatment Plant (Primary)
On Effluent Treatment Plant Feed Pumps
DM Plant for Boiler
Boiler
Bottling Plant
Workshop Load
Plant & Administrative Office Lighting
-
TOTAL
Subsequent to the Proposed Project:
Plant Segment
ENA/Grain Plant
Ethanol
Boiler
Reverse Osmosis Plant
Bottling Lines
-
Present Requirement
(Except Boiler, which will be stand-by)
-
90
126.0 KW
19.3 KW
112.0 KW
41.0 KW
38.0 KW
42.5 KW
6.0 KW
126.0 KW
166.0 KW
71.0 KW
50.0 KW
___________
797.8 KW
___________
Requirement
1625 KW
85 KW
530 KW
250 KW
6 KW
___________
2496 KW
671.8 KW
_____________
3176.8 KW
____________
Power Generation
The Company produces Steam from High Pressure Boiler 8-9 MT per Hrs. at 24 Kg. per Cm2, working
pressure with 2400 C superheat steam temperature, which is passed through the Turbine (of 450 KW
capacity). The Turbine rotates at 6000 rpm with the Electric Alternator, which produces electricity of 600700 Amp. of 420 Volt & 50 Hz wherefrom the Company meets its power requirement for various sections of
the factory. From the turbine outlet steam pressure of 1.25 Kg /Cm2 Company runs its Alcohol Distillation
Plant.
At present, the Company has one Turbine of 450 KW (Bellis make) capacity, which runs on a 24-hour basis.
The Company proposes to install one more Turbine, of 3000 KW capacity at 3.5 Kg Back pressure during the
current expansion programme.
D.G. Sets
In addition to the above, the Company currently has three D.G. Sets, of the following capacities:
One D.G. Set: 380 KVA Complete – Cummins make
One D.G. Set: 380 KVA Complete – Cummins make
One D.G. Set: 140 KVA Complete – Cummins make
Total
900 KVA
For meeting the extra load, the Company runs one DG Set of 380 KVA during the day time, when bottling
operations are undertaken. The other two DG Sets are kept as stand-by.
The Company does not have any connection from the UP State Electricity Board. The Company has, however,
applied for fresh connection of 250 KVA vide its application dated 12.11.2005 as standby, which is under
consideration.
D.
STEAM GENERATION
At present, Steam, an essential component in the production process, is required for the production of
Industrial Alcohol (comprising Rectified Spirit and Extra-Neutral Alcohol), and also during the process of
Fermentation. The total steam required currently is as under:
Particulars of requirement
Quantity
M.T./Day*
_______
_______________________________________________
Present Requirement:
Rectified Spirit & ENA Plant
Fermentation House 3%
Boiler & Turbine Losses 4%
165.0
4.9
6.6
____________
176.5
____________
Sub-total
Additional Requirement:
Rectified Spirit Plant/ENA
- Steam for Cooling & Liquefaction
: 1.2 Kg/Litre of Spirit
- Steam for Multipressure Distillation : 3.0 Kg/Litre of Spirit
- Steam for Evaporator: 3.40 M.T./hour
Ethanol
235.0
81.6
24.0
___________
340.6
___________
Sub-total
TOTAL
517.1___
* On a three-shift basis
At present, the Distillery has two Boilers:
One Boiler of 6 M.T./Hr capacity of Thermax make 11 Kg./Cm2
The Second Boiler of 10 M.T/Hr capacity of Thermax make 24 Kg./Cm2
91
The Boiler runs on Biogas and Pet Coke/Rice Husk. Biogas, incidentally, is generated during the course of
primary treatment of Spent Wash in Bio-methanated reactor plant. Pet Coke and/or Rice Husk are procured
from stockists and suppliers at competitive prices. The Company has never faced any problem in procuring
Pet Coke and/or Rice Husk.
The Company is putting up a high-pressure boiler of 30 M.T./hour capacity i.e., 720 M.T./day in the proposed
project, which will more take care of the total requirement of 517 M.T./day.
E. EFFLUENT TREATMENT PLANT - DISTILLERY
The Spent Wash generated from distillation is highly polluted in nature, as it is acidic in content. It adversely
affects the flora & fauna of the region. In view of the above, for effective control of pollution, Effluent
Treatment Plant (ETP) is required:
The treatment plant comprises as under:
(a) Primary treatment plant:
The spent wash is treated in closed tank with the help of Methane forming
bacteria. The organic matter is degraded by Methane forming bacteria in to Biogas, which is highly
inflammable as it contains 60-65 % CH4 content, used as fuel in the Boiler.
(b) Secondary treatment plant: To bring the above effluent to desired norms of pollution control Board,
further treatment plant is required i.e. Secondary treatment plant based on Activated Sludge process and
followed by extended aeration.
The effluent from primary treatment plant is fed in to this plant. This plant comprises following different
units:
Aeration Tanks.
Clarifier.
Extended Aeration tank
Clarifier
Sludge drying beds
The secondary treatment is based on Aeration. The Aerators are provided to the tank with the result that
the Aerobic bacteria degrade the organic matter.
c)
Bio composting: As per the requirement of the Ministry of Environment and Forest, to avail zero
pollution, the only process available at present is Bio Composting.
The effluent after Primary treatment plant is taken in Bio composting. The conversion of effluent into solid
waste is done with the help of solid residue of Sugar mill waste known as pressmud. The pressmud has
all available nutrients for plant growth, and the Bio methanated wastewater, which also contains organic
matter, is left and degraded is sprayed over Pressmud.
The Biocompost process completes in 45 / 60 Days time.
The Pollution load, as of on date, is as under:
Water:
Before Treatment:
S.S.
:
B.O.D.
:
C.O.D.
:
After Primary
S.S.
B.O.D.
C.O.D.
4,000 Kg./Day
45,000 Kg./Day
1,25,000 Kg./Day
Treatments:
:
1,800 Kg./Day
:
6,000 Kg./Day
:
35,000 Kg./Day
After the installation of the Bio-Composting Treatment plant, the resultant pollution load shall be Zero,
due to non-discharge.
92
F.
PRODUCTS
At present, the Company manufactures the following products:
Rectified Spirit 45 KLPD
ENA
20 KLPD
Country Liquor
: 1,35,00,000 Bulk Litres per annum
:
60,00,000 Bulk Litres per annum
:
18,00,000 Cases per annum
Contract Bottling (Third Party Vendor) for
McDowell & Co. Ltd.,
Triumph Distillers & Vintners (UB Group)
:
8,00,000 Cases per annum
The Company proposes to install an energy efficient 50 KLPD distillation plant to manufacture ENA directly
from wash. The plant would be so designed that the Company can produce Rectified Spirit for further use in
Ethanol Plant if the Company desires not to produce ENA.
To efficiently use all the Bio-gas that the Company would be producing, it is proposed to install a 30 M.T. per
Hour high efficiency, high pressure boiler and a TG set to co-generate power, so that the Company is selfsufficient in power.
A Bio-methanation Reactor (Thermophillic) is proposed to be installed to do primary treatment of Spent Wash.
For the secondary treatment, a 800 M3/day Reverse Osmosis (RO) treatment plant is to be put up followed by
a bio-composting plant for the rejects from the RO plant.
G. MARKETING STRATEGY
Existing Marketing Arrangement
Production in million Ltrs. of Alcohol in State of U.P.
Total U.P.
i.
In million Ltrs.
Shadilal Distillery
Percentage
1999-2000
448.772
10.894
2.43
2000-2001
418.446
11.295
2.70
2001-2002
429.493
10.792
2.51
2002-2003
490.624
13.253
2.70
2003-2004
463.162
13.341
2.88
Rectified Spirit
(Source: Excise Manual 2005-06 of U.P. Government, Allahabad)
Rectified Spirit is used for the manufacture of the Company’s branded Country Liquor. It is also used for
conversion into ENA. Surplus Rectified Spirit, if any, is sold in the market to country liquor and cheap IMFL
manufacturing companies, either within the state of Uttar Pradesh or outside the state.
MAJOR CUSTOMER
Product Segment: RECTIFIED SPIRIT/ENA
Sl. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
NAMES OF MAJOR CUSTOMERS
Associated Distillery Limited, Hisar, Haryana
Globus Agronics Limited, New Delhi
McDowell & Co. Ltd., Hathidah, Bihar
McDowell & Co. Ltd., Udaipur, Rajasthan
McDowell & Co., Limited, Rosa, Shahjahanpur, UP
Ravi Organics Limited, Muzaffarnagar, UP
Rajasthan State Ganga Nagar Sugar Mills Ltd., Jaipur
Mohan Meakin Limited, Mohan Nagar, UP
SDF Industries Ltd., Thrissur, Kerala
Shamli Distillery & Chemical Works, Shamli
Simbholi Industries Limited, Simbholi, UP
Shaw Wallace Distilleries Ltd. (Unit: Mehra Beverages, Palwal)
Tilaksons Brewery & Distillery, Sirmour, Himachal Pradesh
UB Distilleries Ltd., Mirganj, Bihar
Uttkal Distilleries Ltd., Khurda, Orissa
93
Rectified Spirit (RS) in U.P.
2003-04
Production
Issue
RS
4087
1643
2004-2005
Production
Issue
RS
3576
1582
(Source: Excise Operational Manual 2005-06 of U.P. Government, Allahabad)
ii.
ENA (Molasses based)
ENA manufactured by the Company is in great demand and IMFL brand leaders like UB Group buy the
Company’s ENA for manufacturing their well known brands/products. ENA is also purchased by small
pharmacies, perfumeries etc.
ENA also goes into the bottling of various IMFL brands, which the Company bottles for other companies such
as McDowell & Co. Ltd., TDV Pvt. Ltd. etc. This is essentially captive consumption for our ENA.
E.N.A. in U.P.
2003-04
Production
Issue
ENA
807
412
2004-2005
Production
Issue
ENA
815
536
(Source: Excise Manual 2005-06 of U.P. Government, Allahabad)
iii.
Denatured Spirit
Spirit which is collected as ‘impure’ during the course of manufacturing of Rectified Spirit and ENA, also
known as ‘Heads’, is sold to various industrial consumers who are in the business of manufacture of paints
and chemicals.
iv.
Country Liquor
Country Liquor demand in the state of Uttar Pradesh is about 2,25,00,000 cases per annum. Each case
contains 9 Bulk Litres. As per the UP State Government Policy, any potable or mixed distillery can supply
Country Liquor within the state of Uttar Pradesh by obtaining CL-2A License (Wholesale Vend Licence) for
the district it wishes to supply in. There are about 70 districts in the state of Uttar Pradesh and about 19
distilleries (potable & mixed) are supplying Country Liquor at this time, through their CL-2A depots to the
Licensed retail vends all over the state. Wholesale price and retail price have been pre-determined by the
State Government.
At present, the Company is operating CL-2A wholesale License in 10 districts and their current market share
is 10%. Demand for Company’s product is on the increase. The Company’s market share has increased
from 7.75% in April, 2005 to 10% in the month of November, 2005, as a result of better product offering
and aggressive marketing strategies.
SVP INDUSTRIES’ MARKET SHARE OF COUNTRY LIQUOR
MONTHS
SHARE OF SVP IN UP STATE (%age)
April 2005
7.67
May 2005
7.76
June 2005
8.93
July 2005
9.29
August 2005
9.81
September 2005
9.18
October 2005
10.14
94
In terms of market share for the last two years.
2003-04
2004-05
-
7.13%
6.79%
The Company owns the following brands in the Country Liquor segment:
1. Victor
2. Tohfa-5000
3. Mr. India
4. Tohfa
5. Fighter
6. Cool
7. Dil Se
8. Jaan
9. Dhadkan
The Company has filed application for registration of ‘Tohfa’ and ‘Dil Se’ brands under the Trademarks Act,
1999, in 2001. The Company is yet to register the remaining brands under the Trademarks Act, 1999.
v.
IMFL
The Company owns the following brands in the IMFL category:
1. Sir Henry Whisky
2. White Lace Gin
3. Super Star XXX Rum
‘White Lace Gin’ brand has been registered u/s 23(20 Rule 62(1) of Trademarks Act, 1999, on 24.3.2005.
The Company is yet to register the remaining brands under the Trademarks Act, 1999.
The Company bottles the following brands for United Breweries Group (UB):
a. McDowell & Co. Ltd., 51, Richmond Road, Bangalore – 560 025:
1. Tiger Rum XXX
2. Black Stallion Whisky
3. Carew’s Dry Gin
4. Bagpiper Prestige Whisky
5. Gold Riband Premium Whisky
6. Premium Romanov Vodka
b.
Triumph Distilleries and Vintners Pvt. Ltd., 5th Floor, Hoechst House, Nariman Point, Mumbai – 21:
1. Gilbey’s Green Label Whisky
2. Gilbey’s White Whisky
3. Gilbey’s Gold Club Whisky
4. Gilbey’s Old Gold Whisky
5. Louis XI Brandy
6. Alcazar Vodka
7. Men’s Club Whisky
8. Men’s Club Rum
The demand for these brands is on the increase.
The Company’s share through its own brands and brands of UB Group for the last 2 years in the State of U.P.:
2003-04
2004-05
-
8.44%
8.32% (Source: Excise Duty Records, U.P., Allahabad)
Consumption IMFL in Lakh Bottles
YEAR
1998-1999
1999-2000
2000-2001
2001-2002
2002-2003
2003-2004
CONSUMPTION OF COUNTRY
LIQUOR IN LAKH BL
2391.86
2418.69
2204.35
2025.05
2195.91
1639.80
95
CONSUMPTION OF IMFL IN LAKH
BOTTLES
364.73
435.82
341.57
355.77
450.37
464.34
IN THE STATE OF U.P.
In Million Litre
PD2
Alcohol
Year
Alcohol
Production
1999-2000
2000-2001
2001-2002
2002-2003
2003-2004
448.77
418.45
429.49
490.62
463.16
From
outside
State
4.92
Potable
Consumption
136.30
123.55
123.77
112.94
110.49
Industrial
Consumption
212.62
173.60
191.95
219.92
187.49
Export
outside
State
95.65
102.68
116.72
144.84
164.03
Export
outside
India
5.98
0.03
0.72
2.80
Total
444.57
405.81
432.47
478.42
464.81
(Source: Excise Manual 2005-06)
Consumption of IMFL in India in Cases
(Case comprising 12 bottles of 750 ml each)
YEAR
2000
2001
2002
2003
2004
CONSUMPTION
74174
78217.50
83475.50
88689.75
93642.25
Increase
(Figures in ‘000)
%
4043.50
5.45%
5258.00
6.72%
5214.25
6.25%
4952.50
5.58%
(Source: The IWSR India Report, All India Distilleries Association)
The average growth rate is 6% per year.
The focus of marketing now has been to build brands and/or acquire existing ones, which would ensure a
high growth in volume, a steady increase in market share as well as be strong enough to take on
competition, both international and local.
SUBSEQUENT TO PROPOSED EXPANSION
Potable Liquor consumption is increasing @10 per cent per annum, which means that the Company’s captive
consumption for Rectified Spirit for use in Country Liquor will go up every year.
Likewise, ENA consumption for potable use will go up, because volume of contract bottling operations will
increase. McDowell & Co. Ltd., and Triumph Distillers’ & Vintners Pvt. Ltd., both UB Group Companies,
command more than 50 per cent market share on an All India basis in potable Liquor segment. At present,
the Company is producing UB Group’s requirement for Uttar Pradesh market only. On enhancement of
capacity, more markets will be serviced from the Company’s distillery, for which negotiations are on.
i.
Extra Neutral Alcohol (ENA) - Molasses/Grain based
The Company proposes to manufacture ENA both from Molasses as well as Grains, depending on the market
demand.
Indian IMFL Industry has undergone a sea change ever since the world markets opened up. World famous
Scotch whisky brands are now manufactured across the Country. Seagram, liquor Company of international
repute, manufactures all its brands from grain based ENA.
New IMFL brands are now being launched using grain-based ENA as raw material. The Company is in the
process of negotiating with all such buyers who need grain-based ENA as raw material for their well-known
brands.
The Company proposes to build its IMFL brands and the same shall also be grain based. It is felt that over a
period of time Country Liquor will be manufactured using ENA as raw material. Demand of ENA is therefore
likely to go up.
Existing Capacity
- 20,000 LPD
Capacity after expansion - 70,000 LPD
96
The Company dispatches around 5,50,000 Litres of Rectified Spirit to ENA Plant for making ENA. The actual
production of ENA, after providing for wastages and collection of higher alcohols called ‘Heads’, is
approximately 5,25,000 Litres.
ENA is utilized in the following manner:
a. ENA for IMFL tie-up units (appx. 3,00,000 Litres per month)
The Company has tie-up arrangement with reputed companies such as McDowell & Co. Ltd., M/s Triumph
Distillers & Vintners Pvt. Ltd. for bottling their IMFL brands. The Company bottles reputed brands like
Bagpiper Whisky, Green Label Whisky, Carew’s Dry Gin, Mens’ Club Whisky etc. for the above units.
The Company bottles approximately 70,000 cases of IMFL per month for these units, which takes care of
appx. 3,00,000 Litres of ENA.
b. Sale of ENA in bulk (appx. 2,25,000 Litre per month)
The Company produces good quality ENA. Our ENA is purchased by Companies such as Shaw Wallace &
Co. Ltd., Mohan Meakins Ltd. etc. for bottling their brands. ENA also finds use in various other industries
like perfumery; medicinal preparations, after-shave lotions etc.
ii.
Ethanol
The Government of India has amended the control order regulating the supply and distribution of petrol to
enable doping of 5% ethanol in petrol. Five percent ethanol doped petrol had been made mandatory in nine
sugarcane-producing states (including Uttar Pradesh) and four union territories w.e.f 1st January, 2003. The
branded fuel called Gasohol would be supplied through 11,538 retailing outlets in a state and four union
territories.
Ethanol will command huge demand in the years to come. There is a huge gap in supply and demand. With
more and more states opting for ethanol-doped petrol, there are immense opportunities for this product.
Accordingly, the Company has decided to install an absolute alcohol plant.
Out of the enhanced capacity, we propose to utilize 40,000 LPD for making absolute alcohol/power alcohol
for which we have already been granted permission by Department of Excise, Government of Uttar Pradesh.
iii.
Rectified Spirit
Existing capacity - 45,000 LPD
At present, the Company is producing 45,000 Litres of Rectified Spirit per day.
Monthly production of Rectified Spirit is approximately 12 lakh Litres. Out of the above quantity, about
5,50,000 LPM is dispatched to ENA Plant for making ENA (approximately 20,000 LPD) and the balance
6,50,000 Litres is utilized as under:
a. Country Liquor (4,50,000 Litre per month)
The Company has a market share of approximately 10 per cent in the state of Uttar Pradesh, which
translates to about 1,75,000 cases of Country Liquor per month. Each case contains approximately 2.40
lakh litres of Rectified Spirit. The total Rectified Spirit consumed in production of Country Liquor per
month is 4,50,000 litres.
b. Sale of Rectified Spirit in bulk (2,00,000 Litre per month)
The Company’s Rectified Spirit is purchased by reputed buyers such as Shaw Wallace & Co. Ltd.,
McDowell & Co. Ltd. for conversion of the same into ENA in their own Plant. A number of potable users
like Bottling plants and Industrial users buy the Company’s Rectified Spirit within and outside the state of
Uttar Pradesh. There is plenty of demand in the market and hence the need for expansion. Rectified Spirit
is also used as a raw material for chemical industries, varnishes, paints etc. after adding denaturants.
iv.
Country Liquor
The Company is at present operating only 10 CL-2A depots in the state of Uttar Pradesh (one in each
district) and achieving market share of 10 per cent. It is proposed to increase the number of depots in the
coming years and increase market share by extensive and intensive marketing. The Company’s brands have
been well received in the market and there is potential for growth.
97
v.
IMFL
a.
Tie-up business:
IMFL tie-up business will grow substantially because the UB Group has become a major player in the
IMFL market with more than 70% market share in the Indian market. This group has a bottling tie-up
with the Company. The volume of tie-up business is likely to go up after grain-based ENA is made
available to these companies for manufacturing their well-known brands at the Company’s facilities.
b.
Own brands / Acquisition of brands
The Company is planning to launch own IMFL brands that will be grain based. Initially, the Company
proposes to launch one brand each of Whisky, Rum, Gin & Vodka all in the regular segment. The
Company’s competing brands in various segments are as under:
Whisky: Aristocrat Whisky, Bagpiper Prestige Whisky and 8 PM whisky
Rum
: McDowell Celebration Rum
Contessa xxx Rum
Old Monk xxx Rum
8 PM Bermuda Rum
Gin
: McDowell Blue Riband Dry Gin
Aristocrat Extra Dry Gin
Vodka
: Romanov Vodka
Alcazar Vodka
It is also proposed to launch one brand each of Whisky, Rum & Gin in the cheaper segment for the
purpose of generating volume sales.
EMERGING SCENARIO
An Environmental Performance Assessment of Alcohol Industry in Uttar Pradesh by Dr. Yashpal
Singh, Chief Environment Officer under U.P. Pollution Control Board Lucknow, India. (Source:
www.oecd.org/dataoecd/18/39/34079509.ppt)
Significance of Alcohol Industry:
Down stream unit of sugar Industry :
Utilising
:
Alcohol
:
Synergy with the Sugar & Paper industry
(Molasses) to produce Alcohol, an essential input of the Chemical &
Pharmaceutical Industry and a product for human consumption.
great potential for use as fuel for automobiles GASOHOL
Along with sugar, the largest value entrance to agricultural produce.
Contributes a significant part of state GDP next only to Trade Tax.
Major catalyst of Equipment in the Primary & Secondary Sectors.
Under the plant level performance, SVP Industries Ltd ranked among the Top 5 Distilleries with
performance value percentage of 90.40%.
Under the overall Environmental performance rating, SVP Industries Ltd ranked 14 out of 33
Distilleries in Uttar Pradesh & Uttaranchal.
This covers a span of 3 years i.e. 1998-1999, 1999-2000 & 2000-2001 and includes trend of performances.
Production, Consumption & Growth
Production (in cases)
Spirits (IMFL)
India
Global
112
2000
India
1998-03
8%
Growth rate Global
2003-08
12%
Negative
Country Liquor
250
15%
(Source: Draft Model Excise Policy by Ministry of Food Processing Industries; from mofpi.nic.in/excisepolicy.pdf)
98
The branded spirits market in India is estimated to be 112 million cases out of which Whisky accounts for 55%,
Rum 27%, Brandy 14%, Gin 3%, and Vodka 1%.
About 250 million cases of Country Liquor are sold in the Country.
BRAND ACQUISITION
Company is also on the look out for acquisition of known brands, either in civil or defence market. Negotiations
are underway with couple of brand owners who are currently supplying to defense services through Canteen
Stores Department. Canteen Stores Department purchases approximate 1 crore cases of IMFL every year for
meeting the demand of armed forces and the same is on the increase. It is proposed to initially buy one brand of
Rum. Approximately, 60 lakh cases of Rum are procured by CSD every year.
OUTSOURCING ARRANGEMENTS/BOTTLING TIE-UPS
I.
The Company has entered into the following three agreements with McDowell & Company Ltd., Bangalore
(UB Group) for bottling of their products in the facilities of the Company for utilizing its capacity:
Sl. No.
_______
1.
Name of the Company & Address
_______________________________
Nature of Agreement & Date
___________________________________
McDowell & Company Ltd. (UB Group)
No. 51, Richmond Road
Bangalore - 560 025
i. License Agreement dated 5.8.2004
ii. Agreement for Tie-up manufacture of IMFL Products
dated 5.8.2004
iii. Usership Agreement dated 5.8.2004
2.
Triumph Distillers & Vintners Pvt. Ltd.
5th Floor, Hoechst House
Nariman Point
Mumbai – 400 021
i.
Sub-Sub License Agreement dated
19.3.2004
ii.
Agreement for Tie-up manufacture of IMFL Products
dated 19.3.2004
iii.
Usership Agreement dated 19.3.2004
The Company has neither any export obligations of any nature nor any export possibilities in the near
future.
SWOT ANALYSIS – As envisaged by the Company’s management.
Strengths
Weaknesses
* Situated in Molasses belt of western U.P.,
which can process multi raw materials like
molasses, grain & juice
* More than 75 years of existence
* Low Debt
* Good understanding with Customers of Bulk
Spirit
* Knowledge of Industry - Commercial &
Technical
* Strong base of Country Liquor – 2 million
cases per annum
* Low Overhead costs
* No default in repayments
* Experience of bottling quality IMFL. Existing
alliance with U B Group.
* Track record in alcohol Industry for quality
products
* Adequate free land available for expansion.
Opportunities
* New policy for grain based capacity with
subsidy in UP
* Fuel Ethanol (Worldwide phenomenon)
*
*
*
99
Low Brand presence/ Poor spread
Distribution network of IMFL poor
Low in IT savviness & infrastructure
Threats
* Franchise Bottling with UB Group
* Effluent Related Issues
* Low Cost Manufacturing units outselling
*
New bye- products possible-Animal Feed,
CO2, power & Bio-fertilizers
* Alcohol Based chemicals in view of rising
petro-product prices
* Future in Wine/Beer
* Purchase of brands / creating own brands
100
Company’s produce in the market
More Distilleries coming up attached to Sugar
Mills
* New Plants with better efficiencies
* Market Perception and sustainability
*
BUSINESS STRATEGY
The Company is engaged in the business of manufacture, marketing and sale of Industrial Alcohol, Country
Liquor, and Indian Made Foreign Liquor (IMFL). The Company has established its distinct identity in bottling
IMFL for high quality liquor brands, primarily with McDowell & Co., of the UB Group.
LICENSED & INSTALLED CAPACITY FOR PAST THREE YEARS:
_______________________________________________________________________________________
----------------2004-05--------------- --------------2003-04----------------- ---------------2002-03 -----------------ITEMS
Unit
Licensed
capacity
Installed
capacity
Utilized
capacity
Licensed
capacity
Installed
capacity
Utilized
capacity
Licensed
capacity
Installed
capacity
Utilized
capacity
Industrial
Alcohol
Lakh
BL per
annum
135
135
134.84
135
135
134.99
118
118
116.08
Country
Liquor &
Lakh
BL per
annum
86.4
86.4
N.A.
86.4
86.4
N.A.
86.4
86.4
N.A.
IMFL
PROPOSED CAPACITY FOR NEXT THREE YEARS:
__________________________________________________________
--------2005-06------- -------2006-07--------- ---------2007-08 -----------ITEMS
Unit
Industrial
Alcohol
Lakh BL
per
annum
270
135
Country
Liquor &
Lakh BL
per
annum
135
135
IMFL
Licensed
Installed
Licensed
Installed
Licensed
Installed
270
270
270
270
135
135
135
135
The Licensed Capacity of Industrial Alcohol is in the process of being increased to 270 lakh BL per annum.
However, given the fact that the additional capacity would be installed by the end of 2006-07, the installed
capacity till such time would continue to be 135 lakh BL per annum.
PROPERTY
The details regarding properties owned/ taken on lease by the Company are as under:
A. Building Details
Sl.
No.
ITEM DESCRIPTION
TYPE OF BUILDING
LENGTH WIDTH HEIGHT
(Metre) (Metre) (Metre)
1.
Sq. Metre M3
COUNTRY LIQUOR-1
a)
Bottling Hall
b)
Washing Section
c)
Stock / Godown
Brick Building with A/C
Sheet
Brick Building with A/C
Sheet
Brick Building with A/C
Sheet
d)
Plate Form (2 nos.)
2.
AREA
31.50
15.00
6.00
2835.00 M3
8.80
15.00
6.00
792.00 M3
7.60
15.00
6.00
684.00 M3
R.C.C.
15.00
3.60
0.15
8.10 M3
Brick Building with A/C
Sheet
29.50
13.70
6.00
2389.00 M3
COUNTRY LIQUOR-2
a) Bottling Hall
101
c) Stock / Godown
Brick Building with A/C
Sheet
Brick Building with A/C
Sheet
d) Plate Form (2 nos.)
R.C.C.
2 x 9.10
3.60
0.15
9.82 M3
e) Man Give Floor
R.C.C.
12.00
10.60
0.15
19.08 M3
25.60
6.00
5.00
768.00 M3
12.10
6.00
5.00
363.00 M3
12.10
9.10
8.00
880.80 M3
6.00
3.60
b) Washing Section
3.
9.00
9.00
6.00
486.00 M3
12.10
10.60
8.00
1026.00 M3
R.T.D. Section
a)
Bottling Hall
b)
Washing Section
Brick Building with A/C
Sheet False Sealing
Brick Building with A/C
Sheet False Sealing
c)
Stock / Godown
Brick Wall with A/C Sheet
d)
M.S. Platform
M.S. Platform
e)
Blending Room
Brick Wall with A/C Sheet
15.20
7.30
9.00
998.64 M3
f)
Chilling Plant
Brick Wall with A/C Sheet
12.10
6.00
4.00
290.40 M3
4.
--
21.60 M2
T.D.V. Section
a)
Bottling Hall
Brick Wall with A/C Sheet
31.40
10.30
6.00
1940.52 M3
b)
Washing Section
Brick Wall with A/C Sheet
10.30
6.00
1130.32 M3
c)
Stock Room (2 nos.)
9.10
6.00
1997.26 M3
d)
Office
Brick Wall with A/C Sheet
Brick Building with False
Sealing
18.29
2x
18.29
9.10
9.10
4.00
331.24 M3
e)
M.S. Platform
M.S. Platform
10.30
4.50
5.
--
46.35 M2
McDowell Section
a)
Bottling Hall
Brick Wall with A/C Sheet
25.00
12.10
6.00
1815.00 M3
b)
Washing Section
Brick Wall with A/C Sheet
12.10
15.20
6.00
1103.52 M3
c)
Stock Room / Godown
Brick Wall with A/C Sheet
17.30
12.10
6.00
1255.98 M3
d)
M.S. Platform
M.S. Platform
7.60
3.60
e)
Packing Room
R.C.C.
4.50
5.40
0.15
3.64 M3
Maturation Room
Brick Wall with A/C Sheet
16.76
13.70
6.00
1377.67 M3
R.C.C.
10.60
4.80
0.15
7.63 M3
R.C.C.
7.00
4.80
0.15
5.00 M3
13.70
3.80
6.00
312.36 M3
d)
T.D.V. Blending Room
McDowell Blending
Room
McDowell Blending
Room
McDowell Office Double
Story
Brick Wall with R.C.C.
8.50
3.00
3.00
76.50 M3
e)
Quality Control Lab.
False Ceiling
4.80
3.60
3.00
51.84 M3
f)
FL3A Godown
Brick Wall with A/C Sheet
16.70
9.10
3.00
455.91 M3
g)
FL3A Godown
Brick Wall with A/C Sheet
12.10
3.60
3.00
130.68 M3
16.40
2x
17.00
15.20
9.00
2243.52 M3
15.20
9.00
4651.20 M3
6.
a)
b)
c)
7.
Brick Wall with A/C Sheet
--
27.36 M2
Ware House
a)
Receiver Room
b)
R.S. Room
Brick Wall with A/C Sheet
Brick Wall with A/C Sheet
( 2 Nos.)
c)
D.S. Room
Brick Wall with A/C Sheet
3.60
15.20
9.00
492.48 M3
8.
D.M. Plant
Brick Wall with A/C Sheet
9.10
10.60
1.00
96.46 M3
9.
Cooling Tower
R.C.C. Wall
6.00
4.80
0.20
5.76 M3
R.C.C.
Brick Foundation
8.20
3.00
1.50
36.90 M3
i)
102
Brick Foundation
Brick Foundation
8.00
3.00
1.50
36.00 M3
10.
Tubewell (2 Nos.)
Brick Wall with R.C.C. Roof
3.00
3.00
3.00
27.00 M3
11.
Softener Plant
A/C Shed Only
5.70
3.60
3.00
61.56 M3
ii)
12.
Plant
a)
Fermentation House
Brick Wall with A/C Sheet
60.00
12.19
9.10
6655.74 M3
b)
Distillation
A/C Shed
13.70
12.19
9.10
1519.70 M3
c)
E.N.A.
Brick Wall with A/C Sheet
5.40
12.19
2.50
164.56 M3
13.
Power House
Brick Wall with R.C.C. Roof
12.50
8.20
5.00
512.50 M3
14.
D.G. Set
Brick Wall with A/C Sheet
9.10
10.60
5.00
482.30 M3
15
I)
Grain Plant
Brick Wall with A/C Sheet
18.20
12.10
8.00
1761.76 M3
Brick Wall with A/C Sheet
12.10
6.70
3.00
243.21 M3
Brick Wall with A/C Sheet
15.20
10.60
8.00
1288.96 M3
A/C Shed Only
13.70
10.60
15.00
10.00
3.50
525.00 M3
II) Storage
16.
I)
Boiler House
6 M.T.
II) 10 M.T.
17.
Administrative Building Brick Wall with R.C.C. Roof
Double Story
--
145.22 M2
18.
Time Office & S.O.
Room
Brick Wall with R.C.C. Roof
12.10
3.00
3.00
108.90 M3
19.
Weigh Bridge
Brick Wall with R.C.C. Roof
4.00
3.00
3.00
36.00 M3
20.
Primary E.T.P.
a)
Settling Pit
Brick Wall
16.00
5.00
2.00
64.00 M3
b)
Round Pit
Brick Wall
4.00
2.00
0.75
18.84 M3
c)
Buffer Tank
R.C.C. Wall
10.60
3.50
0.20
23.29 M3
d)
Digester
R.C.C. Wall
22.00
6.50
0.20
89.80 M3
e)
Digester
M.S.
24.00
9.50
f)
Gas Holder
R.C.C.
8.00
3.00
0.20
15.00 M3
g)
Settling Tank
Brick Wall
25.00
7.00
3.00
525.00 M3
h)
Storage Tank ( 2 Nos.) Brick Soiling
2 x 22
22.00
3.00
2904.00 M3
26.50
18.00
4.70
2241.00 M3
6.50
3.50
0.15
10.70 M3
21.
--
228.00 M2
Secondary E.T.P.
a)
P.A.T.
Brick Soiling With C.C. 3"
thick
b)
Clarifire -1
R.C.C. Wall
c)
C.A.T.
Brick Soiling
42.00
38.00
3.50
5586.00 M3
d)
E.A.T.
Brick Soiling
37.00
32.00
3.50
4144.00 M3
e)
Clarifire -2
R.C.C.
7.80
3.00
0.20
14.69 M3
f)
Clarifire -3
R.C.C.
10.00
3.00
0.20
18.84 M3
g)
Storage Tank
Sludge Dry. Bed ( 2
Nos.)
Red Stone Soiling
88.00
35.00
4.50
13860.00 M3
Brick Wall
2 x 16
12.00
2.00
768.00 M3
h)
103
22
I)
Bio-Composting
II) Finished Yard
Brick Soiling
15 Acre
--
--
60000.00 M2
Brick Soiling
1 Acre
--
--
4000.00 M2
The Company is holding the following Land:
a.
Details of land owned at Gram Jahangirpur, Pargana Khatauli, Tehsil Jansath, Distt. Muzaffarnagar.
Area: 14.287 Hectares
b.
Details of land owned at Gram Khanupur, Pargana Khatauli, Tehsil Jansath, Distt. Muzaffarnagar.
Area: 17.5790 Hectares
c.
Company’s Administrative Office at Rourkee Road, Muzaffarnagar in Company’s name.
PURCHASE OF PROPERTY
No Property is proposed to be purchased out of the proceeds of this Issue.
INSURANCE
The Company has taken insurance policies insuring major risks relating to its stocks, Building, Plant &
Machinery, Accessories, furniture & fixtures and stocks at its Plant at Mansurpur.
The Company has also taken mediclaim insurance policies for 16 members of its staff and family members of
the Directors.
The Company has no other policy in force other than as stated herein above. Further, all normal risks
associated with the business (including premises) are adequately insured. There are no pending claims with
regard to the insurance policies held by the Company.
COMPETITION
In the Industry to which the Company belongs, the Company faces competition from established Indian and
International brands operating in the markets where we are present.
104
iii.
HISTORY AND CORPORATE STRUCTURE OF THE ISSUER COMPANY:
Incorporation and Initial Progress:
The Company was originally incorporated as Uttar Pradesh Pulp & Paper Mills Ltd. on October 24th, 1961 with the
Registrar of Companies, Uttar Pradesh at Kanpur, and subsequently the name of the Company was changed to
Swarup Vegetable Products Industries Ltd on September 30th, 1970. The name of the Company was further
changed to SVP Industries Ltd w.e.f June 30th, 2004.
Major events in the history of the Company are as follows:
YEAR
1961
1964
1970
1971
MAJOR EVENT
The Company was formed as Uttar Pradesh Pulp & Paper Mills Ltd. to set up a paper mill in
collaboration with Parswhits.
Cost of the project was revised to Rs. 828.34 lakhs. Facing three principal problems namely a)
increasing project costs, b) decreasing profitability, and c) raising of Rs. 50 lakhs in equity capital by
the Indian promoters under the then prevalent investment climate, the implementation of the project
in view of the above facts became difficult. The project, on account of the above reasons, was
abandoned.
The Company took on long-term lease the Distillery unit known by the name of as Sir Shadi Lal
Distillery & Chemical Works.
The Company took on long-term lease a confectionery unit by the name of Shalcon’s Confectionery
Works w.e.f. 1st July, 1970. The unit was shut down after short working.
Sir Shadi Lal Sugar & General Mills Ltd was merged with the Company with effect from 1st October,
1971. All the employees of the merged company were fully absorbed and given employment in the
amalgamating company as per the Hon’ble High Court Order of Allahabad.
The Sugar mills started crushing on 07-11-1971 in this company.
Vegetable Ghee Plant set-up. Trial run began.
Two new units viz., Parivar Soap Works and Swarup Oxygen Bottling Plant were set-up to
manufacture Laundry Soap and Industrial Oxygen Gas, utilizing the waste oils and oxygen gas being
the by-products of Vegetable Ghee Plant.
1972
1973
1974
1975
1976
1977
1978
1979
1980
1984
1987
1990
1991
1992
Production in the Confectionery unit was started in May, 1971
Tin plant was installed to meet the requirement of Vanaspati Ghee plant.
Vanaspati factory was compelled to be closed in July, 1973 due to the uneconomical working of the
factory on account of difficulties in procuring both indigenous and imported oils, pressure on the
margins due to rising prices of edible oils, and power cut/failure.
The Company entered into a contract for supply of Country Liquor to Delhi Administration.
Vanaspati unit, which was lying closed resumed production in February 1975
Vanaspati unit was closed again on account of continuous steep fall in the prices of oils and
consequently in the prices of Vegetable Ghee.
Manufacture of Dry gin, Whisky and other varieties of Indian Made Foreign Liquors for supply in the
Civil Market started.
The Company entered into partnership with M/s Arjan Dass Goyel, Nathoo Ram Goyel, Sadhu Ram
Goyel, Madho Lal Goyel, Mangal Sain Goyel, Mohan Lal Goyel, Sohan Lal Goyel and Vimal Kumar
Goyel of Ludhiana to run the Vegetable Ghee Factory under the name and style of ‘Mansurpur
Vanaspati Udyog’. Before the start of production, the partnership was dissolved.
The Confectionery unit started manufacturing Icing Sugar.
Confectionery unit finally closed down on 21st July, 1979, due to continuous losses.
The plant and machinery of the confectionery unit was appropriately disposed off.
Renovation and rehabilitation work of the sugar Mill was undertaken.
Sugar Mill given under Licence for a temporary period of five years to The Dhampur Sugar Mills Ltd.,
with effect from 1st July, 1987 at a license fee of Rs. 56 Lakhs per annum.
New Industrial undertaking set up to manufacture Edible Refined Oil having an installed capacity of
15000 MT per annum. Production commenced on 30-03-1990. The product was sold under the trade
name “SHIVALIK”.
Job work secured for refining the oil for National Dairy Development Board, which were making the
Mustard Refined Oil under the famous trade name of “DHARA”.
In December, 1992, the Vanaspati Factory was ultimately closed.
The Sugar Mill given under License to The Dhampur Sugar Mills Ltd., for a period of five years expired
on 30-06-1992. Since there were disputes between the Company and the Licensee, the matter was
referred for arbitration in terms of License Deed Dated 03-09-1987 to Shri Man Mohan Mittal,
105
Advocate, who gave the following award on 28-06-1992. The main terms of the award were:
i.
That a new Company under the name and style of Mansurpur Sugar Mills Limited will be
incorporated. The new company was since incorporated.
ii. That the new Company would take over all assets of Sir Shadi Lal Sugar & General Mills, (owned
by the Company) which were given under Licence to The Dhampur Sugar Mills Ltd., as per the
Licence Deed dated 03-09-1987, at a consideration of Rs. 150 Lakhs by way of allotment of
7,50,000 Equity Shares of Rs. 10 each fully paid and the balance of Rs. 75 Lakhs in Cash.
iii.
That the new Company would also take over the running Business of Sir Shadi Lal Sugar &
General Mills as hitherto being carried on by The Dhampur Sugar Mills Ltd. (as Licencee) w.e.f.
1st October, 1992.
iv. That the paid up Share Capital of the new company will be equally held by the Company and The
Dhampur Sugar Mills Ltd.
v.
That the business of Sugar Mill be carried out by new Company Mansurpur Sugar Mills Ltd.,
w.e.f. 01-10-1992 and the affairs of the new Company will be managed under the directions and
superintendence of the Board of Directors consisting of equal numbers of directors nominated by
the Company and The Dhampur Sugar Mills Ltd.
Agreement entered into with Neelkanth Profiles (Private) Ltd. to carry on the business of
manufacturing of Vanaspati on the terms and conditions as mentioned in Articles of Agreement dated
12th March, 1993. In terms of the agreement, the Company was to receive an assured income of Rs.
2,75,000/- per month. The said agreement came into effect from 1st April, 1993.
1993
Edible Refined Oil unit ultimately closed down in October, 1993, due to continued losses.
Neelkanth Profiles (P) Ltd. terminates the contract prematurely on 6th March, 1994. The unit was
therefore closed and labour was laid off.
1994
The Company delisted its Equity Shares from the Delhi Stock Exchange.
Agreement entered into with International Distillers (India) Ltd., Mumbai for bottling their brand of
Whisky.
Understanding reached with the Dhampur Sugar Mills Ltd. and the Company finally disposed off its
stake in the Sugar Mill to Dhampur Sugar Mills for a consideration of Rs. 11.2 crores.
Agreement entered into with Shaw Wallace & Co. Ltd. for production of their brand.
Successful implementation of Co-generation Plant to reduce cost of energy as also a secondary
effluent treatment plant.
1996
1998
2000
2002
After being closed for 8 years, the Vanaspati Unit restarted production with effect from 1st January,
2002.
Vanaspati unit closed again due to unviable working conditions.
Vanaspati unit plant & machinery disposed off.
2003
2005
Main Objects
The main objects of the company as set forth in the memorandum of association of the company are as follows.
1.
To carry on business as Paper and cardboard manufacturers in all its branches.
2.
To carry on the manufacture of Pulp of every description processed from any suitable fibrous or other raw
material including bagasse.
3.
To carry on the manufacture of paper pulp, wood pulp, straw pulp, bamboo pulp and fibrous pulps of all
description, and cellulose and other raw material required by the Company.
a.
To carry on the business of manufacture of vegetable oils, Vanaspati products, soyabean products
and allied products by direct extraction or solvent extraction method and their by-products of all
description and to purchase, sell, import, export otherwise deal in all such products and raw
materials relating there, and to cultivate directly or by arrangement with other persons oil seeds,
soyabeans and other raw materials required for the manufacture of the above mentioned products.
To set up plant for the manufacture of containers and packing materials of all sorts.
b.
To manufacture and process cattle food and products of all kinds including Baby foods, bread,
biscuits, confectionery, milk products and the like and to purchase, sell, import, export and
106
otherwise deal in all such products and raw materials relating thereto and to cultivate or arrange for
the production of raw materials required for the manufacture of the above mentioned products.
c.
To carry on the manufacture of sugar from sugar cane, sugar beet and other materials and process
the said materials and all their products and by-products such as molasses and cattle food and
fertilizers and to purchase, sell, import, export or otherwise deal in raw materials required for the
manufacture of the above-mentioned products.
d.
To carry on the business of distillers, brewers, manufacturers of wines, Alcohol and Spirit and allied
products and by-products thereof and to purchase, sell, import, export and otherwise deal in all,
such products and raw materials relating thereto.
e.
To carry on the directly or through other persons and institutions research in food technology and
processes and in any other line of business in which the Company is directly interested.
Changes in the Memorandum of Association:
Since incorporation, the following changes have taken place in the Company’s Memorandum of Association:
Date of Amendment
Amendment
28.08.1969
Change in the Object Clause resulting in addition of Main Objects i.e.,
vegetable oils, vanaspati products, confectionery, sugar, distillers, breweries
etc.
13.3.2004
Change in name of the Company from Swarup Vegetable Products Industries
Limited to SVP Industries Ltd.
29.10.2005
Change in Authorised Capital of the Company i.e., Increase of Equity Share
Capital from Rs. 6 crores to Rs. 15 crores; and Reduction in Preference Share
Capital from Rs. 1 crore to Nil.
The details of the capital raised are given in the section Capital Structure on page 12 of the Draft Prospectus.
INSTALLED CAPACITY OF EACH OF COMPANY’S PRODUCTS SINCE INCEPTION:
YEAR
1971-72
1972-73
1973-74
1974-75
1975-76
1976-77
1977-78
1978-79
1979-80
1980-81
1981-82
1982-83
1983-84
1984-85
1985-86
1986-87
1987-88
1988-89
1989-90
1990-91
1991-92
1992-93
1993-94
1994-95
1995-96
SUGAR
INSTALLED
CAPACITY
M.T. Per
Day
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
1,800
Sugar Mill
handed on
1.7.1987 on
Lease to
Dhampur
Sugar Mills
Ltd.
1,800
2,500
2,500
-
GHEE
INSTALLED
CAPACITY
TIN
PLANT
WASHING
SOAP
OXYGEN
GAS
CYLINDER
M.T. Per
Day
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
Per
annum
M.T. per
Day
Per Day
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
60
60
60
60
60
60
60
60
60
60
60
60
60
60
60
200
25
25
25
25
25
25
25
500
500
500
-
2
2
2
2
2
2
2
200
200
200
200
200
200
200
107
REFINED
OIL
M.T. Per
Annum
15,000
15,000
15,000
15,000
15,000
15,000
15,000
DISTILLERY
INSTALLED
CAPACITY
IMFL &
COUNTRY
LIQUOR
Gallons. Per
Annum
18,00,000
18,00,000
18,00,000
18,00,000
18,00,000
18,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
17,35,000
CONFECT
-IONERY
INSTALL
ED
CAPACIT
Y
M.T. Per
Month
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
25
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
15,00,000
17,35,000
17,35,000
17,35,000
17,35,000
17,35,000
17,35,000
17,35,000
25
-
Gallons
Per
Annum
1996-97
1997-99
19992000
YEAR
2000-01
2000-02
2002-03
2003-04
2004-05
-
25
25
25
-
2
2
2
200
200
200
15,000
15,000
15,000
15,00,000
15,00,000
15,00,000
17,35,000
17,35,000
17,35,000
-
SUGAR
INSTALLED
CAPACITY
GHEE
INSTALLED
CAPACITY
TIN
PLANT
WASHING
SOAP
OXYGEN
GAS
CYLINDER
REFINED
OIL
DISTILLERY
INSTALLED
CAPACITY
IMFL &
COUNTRY
LIQUOR
BULK
LITRES
Per
Annum
CONFECT
-IONERY
INSTALL
ED
CAPACIT
Y
M.T. Per
Month
86,40,000
86,40,000
86,40,000
86,40,000
86,40,000
-
M.T. Per
Day
M.T. Per
Day
Per
annum
M.T. per
Day
-
25
25
25
25
-
-
2
2
2
2
-
Per Day
200
200
200
200
M.T. Per
Annum
15,000
15,000
15,000
15,000
-
BULK
LITRES Per
Annum
1,08,00,000
1,18,00,000
1,18,00,000
1,35,00,000
1,35,00,000
Subsidiaries of the Issuers Company
The Company has no subsidiaries as on date.
Shareholders agreements
At present there are no shareholding agreements between the Company and any other person.
Strategic Partners
The Company, as on date, has no strategic partners.
Financial Partners
The Company has no financial partners.
108
iv.
MANAGEMENT
As per the Articles of Association, the Company shall not have less than three (3) and not more than fifteen (15)
Directors unless otherwise determined by the Company in a General Meeting. As on date, the Company has nine
(9) Directors out of which the Company has only four (4) full time directors.
Board of Directors
The following table sets forth the details regarding the Board of Directors:
Sl.
No.
1.
Name, Designation, Qualification,
Address, Occupation, Term, Date
of Birth (DOB) and Age
Mrs. Ved Vati Swarup
Chairperson & Non-Executive Director
D/o Late Sir Shadi Lal
Intermediate
Ram Bagh
Jansath Road
Distt. Muzaffarnagar
Uttar Pradesh
DOB: 1.10.1915
89 Years
Industrialist
Date of
Appointment
Other Directorships
2nd March, 1973
1. Meenakshi Industries & Finance (P) Ltd.
2. Harsh Dairies Private Ltd.
3. Harar Food Products (Pvt.) Ltd.
4. R.B. Jagdish Prasad & Co., Partner
5. Jagdish Brahma Ice Factory, Partner
1st March, 1992
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Retire by Rotation
2.
Mr. Madhav Kumar Swarup
Managing Director
S/o Late Mr. Hari Raj Swarup
B. Sc (Mech. Engineering), UK
51A, Friends Colony (East)
New Delhi 110065
DOB: 8.5.1932
73 Years
Industrialist
Term: 5 years
(April 1, 2001 to March 31, 2006)
Globus Agronics Ltd.
Rambagh Estates Pvt. Ltd.
Jaroda Plantations Pvt. Ltd.
Biotech India Ltd.
Rajasthan Distilleries Pvt. Ltd.
Ridhi Estates Pvt. Ltd.
Sidhi Estates Pvt. Ltd.
Shaktiman Properties Ltd.
Vitthal Properties Pvt. Ltd.
Hari Cold Storage & General Mills
Company Pvt. Ltd.
11. Mansurpur Leasing & Finance Pvt Ltd.
Memberships:
i. Friends Club Ltd., New Delhi
ii. New Friends Club, New Delhi
iii. Chelmsford Club Ltd., New Delhi
iv. Dehra Dun Club Ltd., Dehradun
v. Habitat, New Delhi
vi. D.A.V. Public School, Muzaffarnagar,
Chairman
vii. The Executive Club, New Delhi
viii. Indian Public Schools Society of Doon
School, Dehradun
3.
Mr. Prabhat Kumar Swarup
Managing Director
Late Mr. Gopal Raj Swarup
B. Sc (Chem. Engineering), Ohio, USA
D-15, Maharani Bagh
New Delhi – 110 065
DOB: 29.4.1942
63 Years
Industrialist
1st March, 1992
1. Swarup Fibre Industries Ltd.,
Muzaffarnagar
2. Shri Gopal Steels Ltd., New Delhi
3. Mansurpur Leasing & Finance Pvt Ltd.
Memberships:
i. Chelmsford Club Ltd., New Delhi
ii. Netaji Subhash Sports Complex, Jasola
Term: 5 years
(April 1, 2001 to March 31, 2006)
4.
Mr. Govind Swarup
Managing Director
S/o Late Mr. Brahm Swarup
B.Sc (Delhi University), M.A (Mech
1st March, 1992
109
1. Meenakshi Industries & Finance (P) Ltd.
2. Harsh Dairies Private Ltd.
3. Harar Food Products (Pvt.) Ltd.
4. Mansurpur Leasing & Finance Pvt Ltd.
5. PNB Finance Ltd.
Engg) (Cambridge University, UK)
Ram Bagh
Distt. Muzaffarnagar
Uttar Pradesh
DOB: 20.1.1951
54 Years
Industrialist
Term: 5 years
(April 1, 2001 to March 31, 2006)
5.
Arun Kumar Swarup
Non-Executive Director
S/o Late Mr. Hari Raj Swarup
B. Sc. (Elect. Engineering), UK
‘Padmagriha’
W-15/13, Western Avenue
Sainik Farms
New Delhi - 110 062
DOB: 1.10.1938
67 Years
Industrialist
29th September,
2001
1. Hari Cold Storage and General Mills
Company Pvt. Ltd
2. Venkatesh Coke and Power Ltd., Jt.
Managing Director
3. Moradabad Syntex Ltd.
Memberships:
i. Delhi Gymkhana Club, New Delhi
ii. DDA Siri Fort Sports Complex, New Delhi
Retire by Rotation
6.
Har Saran Gupta
Executive Director
S/o Late Mr. Parmatma Saran Gupta
M. Com
Quannon Goyan
Khatauli
Distt. Muzaffarnagar
Uttar Pradesh
DOB: 7.1.1952
53 Years
Service
2nd April, 1997
-
27.1.2006
(As Additional
Director)
1. IndoAsia Leisure Services Ltd.
Term: 5 years
(January 1, 2006 to December 31,
2010)
7.
Kishore Kumar Lahiri
Non-Executive & Independent Director
S/o Late Chief Justice Mr. Kiranmoy
Lahiri
B.A. Honours (History), LLB
E-157, Sector 20
NOIDA – 201 301
Uttar Pradesh
DOB: 29.3.1958
48 Years
Lawyer
2. Memberships of Legal Bodies/Associations:
Member
: Supreme Court of India Bar Association
(Life Member) (SCBA)
Member
: Delhi High Court Bar Association (DHCBA)
Life Member : The Bar Association of India
Member
Retire by Rotation
: Union International Des Avocats (Indian
Chapter)
Life Member
: SAARC Law (India Chapter)
Member
: Indian Law Institute (ILI)
Life Member
: Indian Council of Arbitration (ICA)
Member
: London Court of International Arbitration
(LCIA)
Member
: The Chartered Institute of Arbitrators.
3. Memberships of Social,Cultural, Educational, Religious
& other associations and/or clubs:
Life
Member
Life
Member
Life
Member
110
India Habitat Centre, New Delhi
Club-26, NOIDA
The Indian Public Schools’ Society.
Life
Member
Life
Member
Life
Member
Life
Member
The Indian Public Schools’ Society.
The Doon School Old Boys Society.
The Brahmo Samaj, New Delhi.
The Automobile Association of Upper
India, New Delhi.
4. Positions held in managements of societies, clubs,
trusts and corporate bodies:
8.
Yashbir Singh Tayal
Non-Executive & Independent Director
S/o Late Mr. Jai Dev Singh Tayal
B. Com., Honours (London), FCA
(England & Wales), FCA (India)
4, Amaltas Marg
DLF Phase I
Gurgaon
Haryana
DOB: 1.11.1926
79 Years
Practicing Chartered Accountant
27.1.2006
(As Additional
Director)
Member
Executive Committee of the Doon
School Old Boys’ Society & Editor of
the ‘Rosebowl’, the Newsletter of
the Doon School Old Boys’ Society.
Trustee
The Raja Ram Mohan Roy Memorial
Trust, Delhi.
Member
Management Committee of Club-26.
1. Enn Ess Travels Private Ltd.
Memberships:
1. Delhi Bridge Association Ltd.
2. Delhi Gymkhana Club
3. Delhi Golf Club
4. DLF Golf Club
5. DLF City Club
Retire by Rotation
9.
Ajay Kumar Jain
Non-Executive & Independent Director
S/o Late Mr. J.P. Jain
B.Sc (Hons), LLB, FCA
31, Prem Vihar
Jansath Road
Muzaffarnagar – 251 001
Uttar Pradesh
DOB: 11.08.1956
49 Years
Practicing Chartered Accountant
28.02.2006
(As Additional
Director)
Partner:
Shiam & Co., Chartered Accountants
Membership/Asspociation:
1.
2.
3.
Rotary Club, Muzaffarnagar
Services Club, Muzaffarnagar
International Goodwill Society,
Muzaffarnagar
4. Indian Industries Association, Muzaffarnagar
5. Jain Milan Main, Muzaffarnagar
6. Muzaffarnagar Branch of CIRC of ICAI
7. Digamber Jain Maha- Samiti,
Munim Colony, Muzaffarnagar
8. Muzaffarnagar Chartered Accountants Income Tax
Association
9. Trustee cum treasure of SHREE 108 GUPTI SAGAR
JAIN DHAM TRUST GANNAUR (HARYANA)
10. Trustee of SHREE BHARTIYA DIGAMBER JAIN
TRIYOG ASHRAM, Sammed Shikhar Ji (Jharkhand)
Retire by Rotation
111
BRIEF PROFILE OF THE DIRECTORS
Mrs. VedVati Swarup, Chairperson & Non-Executive Director
Mrs. Ved Vati Swarup, aged about 89 years, is the Chairperson and Non-Executive Director of the Company. She
is an Intermediate by qualification, and is the wife of Late Mr. Brahm Swarup.
Mr. Madhav Kumar Swarup, Managing Director
Mr. Madhav Kumar Swarup is B.Sc. from Allahabad University, B.Sc. (Mechanical Engineering) from Associate of
Royal College of Science and Technology, Glasgow (U.K.). He has been working as Managing Director in the
Company since April 30, 1994 and closely associated with the operations and management of the Company. He
is an experienced professional having 47 years of experience in industrial and business management. During the
course of his association, he has contributed substantially to the growth of the company.
Mr. Prabhat Kumar Swarup, Managing Director
Mr. Prabhat Kumar Swarup is B.Sc from Delhi University and B.Sc. (Chemical Engineering) from Case Institute of
Technology, Cleveland, Ohio, USA. He has been working as Managing Director in the Company since April 30,
1994, and closely associated with the operations and management of the Company. He is an experienced
professional having 32 years of experience in industrial and business management. He has contributed to the
growth of the Company.
Mr. Govind Swarup, Managing Director
Mr. Govind Swarup is B.Sc. from Delhi University and B.A. (Mech. Engineering) from Cambridge University, UK.
He has been working as Managing Director in the Company since April 30, 1994 and closely associated with the
operations and management of the Company. He is an experienced professional having over 31 years of
experience in industrial and business management.
Mr. Arun Kumar Swarup, Non-Executive Director
Mr. Arun Kumar Swarup is a Graduate in Electrical Engineering from the Associated Royal College of Science and
Technology, Glasgow (United Kingdom). He joined the Board of SVP Industries on 25th April, 2001 as Director.
Mr. Arun Kumar Swarup is a well-established businessman with diverse family business interests.
Mr. Arun Kumar Swarup has an experience of over 40 years of managing industries. He has been member of the
Executive Committee of the Federation of Indian Chambers of Commerce & Industry (FICCI) for over 10 years,
and also President of the Indian Vanaspati Producers Association and the Northern Textile Mills Association.
Mr. Arun Kumar Swarup is the brother of Mr. Madhav Kumar Swarup, Managing Director of the Company.
Mr. Har Saran Gupta, Executive Director
Mr. Har Saran Gupta, aged about 53 years is a Masters in Commerce, and is an Executive Director of the
Company.
Mr. Kishore Kumar Lahiri, Non-Executive & Independent Director
Mr. Kishore Kumar Lahiri, aged 48 years is a Lawyer by profession and enrolled as an on Advocate with the Bar
Council of Delhi in 1981. Mr. Lahiri has over 25 years of professional experience, and has handled over 2,000
cases covering a variety of legal matters. He has dealt with cases before the Supreme Court, High Court of Delhi,
Company Law Board, MRTP Commission, Customs, Excise & Gold (Control) Appellate Tribunal, National
Consumers Disputes’ Redressal Commission, Electricity Regulatory Authorities etc.
Mr. Yashbir Singh Tayal, Non-Executive & Independent Director
Mr. Yashbir Singh Tayal, aged 79 years is a Chartered Accountant by profession. He has over 30 years of industry
experience with M/s Braithwaite & Co., Kolkata, British India Corporation, Kanpur, and Willard India Ltd., Delhi.
He has about 25 years of consulting experience with various public sector undertakings such as Steel Authority of
India Ltd. (SAIL), Oil India Ltd. (OIL), and Indian Oil Corporation Ltd. (IOC).
Mr. Ajay Kumar Jain, Non-Executive & Independent Director
Mr. Ajay Jain, aged 48 years is a Law graduate and Fellow Member of the Institute of Chartered Accountants of
India by qualification. Mr. Jain is a practicing Chartered Accountant and a Senior Partner with M/s Shiam & Co.,
Chartered Accountants, Muzaffarnagar.
DETAILS OF BORROWING POWERS
As per the relevant clauses of the Articles of Association:
66. The Board may, from time to time, at its discretion, subject to the provisions of Sections 292 of the Act, raise
or borrow, either from the Directors or from elsewhere and secure the payment of any sum or sums of
money for the purpose of the Company; provided that the Board shall not, without the sanction of the
Company in General Meeting, borrow any sum of money which together with money borrowed by the
112
Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business) exceed the aggregate for the time being of the paid up capital of the Company and its free
reserves, that is to say, reserves not set aside for any specific purpose.
67. The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and
conditions in all respects as it thinks fit, and in particular, by the issue of bonds, perpetual or redeemable,
debentures or debenture-stock, or any mortgage, or other security on the undertaking of the whole or any
part of the property of the Company (both present and future) including its uncalled capital for the time
being.
68. Any debentures, debenture-stock, bonds or other securities may be issued at a discount and otherwise
debentures, debenture-stock, bonds and other securities may be made assignable free from any equities
between the Company and the person to whom the same may be issued. Debentures, debenture-stock,
bonds or other securities with a right of conversion into or allotment of shares shall be issued only with
sanction of the Company in General Meeting.
69. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a proper
instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the
Company together with the certificate or certificates of the debentures.
70. If the Board refuses to register the transfer of any debentures, the Company shall, within one month from
the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the
transferor the notice of such refusal.
71. The Board shall cause a proper Register to be kept in accordance with the provisions of Section 143 of the Act
of all mortgages, debentures, and charges specifically affecting the property of the Company, and shall cause
the requirements of Sections 118 and 125 and 127 to 144, both inclusive of the Act in that behalf to be duly
complied with, so far as they are ought to be complied with by the Board.
72. The Company shall, if at any time it issues debentures, keep Register and Index of Debenture holders in
accordance with Section 152 of the Act. The Company shall have the power to keep in any State or Country
outside India a Branch Register of Debenture-holders, resident in that State or Country.
Terms of Appointment & Compensation of Managing Directors & Executive Director
i.
Mr. Madhav Kumar Swarup
Mr. Madhav Kumar Swarup was initially appointed as Managing Director w.e.f April 1, 1994. Mr. Madhav
Kumar Swarup was again appointed as Managing Director of the Company with effect from April 1, 2001, for
a period of five years. The terms of appointment were revised by the Shareholders in their Extra Ordinary
General Meeting held on October 28, 2005, whereby his Salary was increased w.e.f October 1, 2005 from
Rs. 44,800/- per month consolidated to Rs. 80,000/- (Eighty thousand) per month consolidated.
He has been appointed as Managing Director w.e.f April 1, 2006 for a further period of five years, in the
Extra-Ordinary General Meeting of the Shareholders held on 15th March, 2006, with liberty by either party to
terminate the appointment on one month’s notice in writing to the other within the terms as to remuneration,
and with further liberty to the Directors, from time to time, to alter the said terms as may be agreed to
between the Directors and Mr. Madhav Kumar Swarup, in the best interest of company within the limitations
in that behalf as contained in Schedule XIII to the said Act. The terms are as set forth below:
a)
Salary: Rs. 80,000/- per month.
b)
Perquisites:
i. Medical reimbursement of expenses incurred for himself and his family subject to a ceiling of one
month salary in a year
ii. Fees and subscription of clubs – subject to maximum of two clubs
iii. Free use of Car with driver for business purpose
iv. Free telephone facility at residence
c)
Other terms:
i.
Total emoluments as mentioned herein above shall not exceed 1,20,000/- per month or 14,40,000/per year or such higher emoluments as may be permissible in Part –II of Schedule XIII to the
Companies Act, 1956 as amended from time to time.
ii. He shall be entitled to the reimbursement of all entertainment, travelling and other expenses actually
and properly incurred by him for or in connection with company business.
iii. He shall not be liable to retire by rotation.
iv. Remuneration on Termination: As the appointment may be terminated by giving one month notice in
writing on either side, he will be entitled to receive, subject to applicable provisions, if any of the
113
v.
Companies Act 1956, the reimbursement of his remuneration for one month on termination in lieu of
notice.
He shall not be paid any sitting fees for attending meetings of Board of Directors or committee
thereof from 1st April 2006.
Pursuant to the provisions of Section 309, 310, 198 read with Schedule XIII and other applicable provisions if
any of the Companies Act 1956, in the absence or inadequacy of profits in any financial year during the term
of his office, the same remuneration including perquisites shall be paid to Mr. Madhav Kumar Swarup by way
of minimum remuneration.
Further, in the absence or inadequacy of profits in any financial year during the term of his office, he shall be
paid remuneration as per Schedule XIII of the Companies Act 1956.
ii.
Mr. Prabhat Kumar Swarup
Mr. Prabhat Kumar Swarup was initially appointed as Managing Director w.e.f April 1, 1994. Mr. Prabhat
Kumar Swarup was again appointed as Managing Director of the Company with effect from April 1, 2001, for
a period of five years. The terms of appointment were revised by the Shareholders in their Extra Ordinary
General Meeting held on October 28, 2005, whereby his Salary was increased w.e.f October 1, 2005 from
Rs. 40,000/- per month consolidated to Rs. 80,000/- (Eighty thousand) per month consolidated.
He has been appointed as Managing Director w.e.f April 1, 2006 for a further period of five years, in the
Extra-Ordinary General Meeting of the Shareholders held on 15th March, 2006, with liberty by either party to
terminate the appointment on one month’s notice in writing to the other within the terms as to remuneration,
and with further liberty to the Directors, from time to time, to alter the said terms as may be agreed to
between the Directors and Mr. Prabhat Kumar Swarup, in the best interest of company within the limitations
in that behalf as contained in Schedule XIII to the said Act. The terms are as set forth below:
a)
Salary: Rs. 80,000/- per month.
b)
Perquisites:
i. Medical reimbursement of expenses incurred for himself and his family subject to a ceiling of one
month salary in a year
ii. Fees and subscription of clubs – subject to maximum of two clubs
iii. Free use of Car with driver for business purpose
iv. Free telephone facility at residence
c)
Other terms:
i.
Total emoluments as mentioned herein above shall not exceed 1,20,000/- per month or 14,40,000/per year or such higher emoluments as may be permissible in Part –II of Schedule XIII to the
Companies Act, 1956 as amended from time to time.
ii. He shall be entitled to the reimbursement of all entertainment, travelling and other expenses actually
and properly incurred by him for or in connection with company business.
iii. He shall not be liable to retire by rotation
iv. Remuneration on Termination: As the appointment may be terminated by giving one month notice in
writing on either side, he will be entitled to receive, subject to applicable provisions, if any of the
Companies Act 1956, the reimbursement of his remuneration for one month on termination in lieu of
notice.
v. He shall not be paid any sitting fees for attending meetings of Board of Directors or committee
thereof from 1st April 2006.
Pursuant to the provisions of Section 309, 310, 198 read with Schedule XIII and other applicable provisions if
any of the Companies Act 1956, in the absence or inadequacy of profits in any financial year during the term
of his office, the same remuneration including perquisites shall be paid to Mr. Prabhat Kumar Swarup by way
of minimum remuneration.
iii. Mr. Govind Swarup
Mr. Govind Swarup was initially appointed as Managing Director w.e.f April 1, 1994. Mr. Govind Swarup was
again appointed as Managing Director of the Company with effect from April 1, 2001, for a period of five
years. The terms of appointment were revised by the Shareholders in their Extra Ordinary General Meeting
held on October 28, 2005, whereby his Salary was increased w.e.f October 1, 2005 from Rs. 40,000/- per
month consolidated to Rs. 80,000/- (Eighty thousand) per month consolidated.
He has been appointed as Managing Director w.e.f April 1, 2006 for a further period of five years, in the
Extra-Ordinary General Meeting of the Shareholders held on 15th March, 2006, with liberty by either party to
terminate the appointment on one month’s notice in writing to the other within the terms as to remuneration,
and with further liberty to the Directors, from time to time, to alter the said terms as may be agreed to
114
between the Directors and Mr. Govind Swarup, in the best interest of company within the limitations in that
behalf as contained in Schedule XIII to the said Act. The terms are as set forth below:
a)
Salary: Rs. 80,000/- per month.
b)
Perquisites:
i.
Medical reimbursement of expenses incurred for himself and his family subject to a ceiling of one
month salary in a year.
ii. Fees and subscription of clubs – subject to maximum of two clubs.
iii. Mediclaim insurance policy for himself and his family members.
iv. Company’s Contribution towards provident fund, Superannuation fund or annuity fund to the extent
these are either singly or put together not taxable under the Income Tax Act.
v. Free use of Car with driver for business purpose
vi. Free telephone facility at residence
c)
Other terms:
i.
Total emoluments as mentioned herein above shall not exceed 1,20,000/- per month or 14,40,000/per year or such higher emoluments as may be permissible in Part –II of Schedule XIII to the
Companies Act, 1956 as amended from time to time.
ii. He shall be entitled to the reimbursement of all entertainment, travelling and other expenses actually
and properly incurred by him for or in connection with company business.
iii. He shall not be liable to retire by rotation
iv. Remuneration on Termination: As the appointment may be terminated by giving one month notice in
writing on either side, he will be entitled to receive, subject to applicable provisions, if any of the
Companies Act 1956, the reimbursement of his remuneration for one month on termination in lieu of
notice.
v. He shall not be paid any sitting fees for attending meetings of Board of Directors or committee
thereof from 1st April 2006.
Pursuant to the provisions of Section 309, 310, 198 read with Schedule XIII and other applicable provisions if
any of the Companies Act 1956, in the absence or inadequacy of profits in any financial year during the term
of his office, the same remuneration including perquisites shall be paid to Mr. Prabhat Kumar Swarup by way
of minimum remuneration.
iv. Mr. Har Saran Gupta
Mr. Har Saran Gupta has been appointed as a Whole Time Director w.e.f January 1, 2006 in the Extra
Ordinary General Meeting of the Shareholders held on January 15, 2006 for a period of 5 years with liberty by
either party to terminate the appointment on one month’s notice in writing to the other within the terms as to
remuneration, and with further liberty to the directors from time to time to alter the said terms as may be
agreed to between the Directors and Mr. Har Saran Gupta, set forth below:
a.
b.
c.
d.
Salary Rs. 12,500/- per month
Conveyance Allowance Rs. 750/- per month
Other allowances: Rs. 350/- per month
Perquisites:
i. Company’s contribution towards Provident Fund, Superannuation fund or annuity fund to the extent
these are either singly or put together is not taxable under the Income Tax Act, 1961.
ii. Gratuity payable at a rate, not exceeding half a month’s salary.
The total emoluments as mentioned herein above shall not exceed Rs. 2,40,000/- per annum or higher
emoluments as may be permissible in Part –II of Schedule XIII to the Companies Act, 1956 as amended from
time to time.
Remuneration on Termination: As the appointment may be terminated by giving one month notice in writing
on either side, the Whole Time Director shall be entitled to receive, subject to applicable provisions, if any, of
the Companies Act 1956, the reimbursement of his remuneration for one month on termination in lieu of
notice.
He shall not be paid any sitting fees for attending meetings of Board of Directors or Committee thereof.
In the absence or inadequacy of profits in any financial year during the term of his office, the same
remuneration, including perquisites, shall be paid to Mr. Har Saran Gupta by way of minimum remuneration.
115
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE & SUB-COMMITTEES
The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate
governance and the SEBI Guidelines in respect of corporate governance will be applicable to our Company
immediately upon the listing of our Company’s equity shares on the Stock Exchanges. Our Company undertakes
to adopt the corporate governance code as per Clause 49 of the Listing Agreement to be entered into with the
Stock Exchanges prior to listing. Our Company undertakes to comply with such provisions, including with respect
to the appointment of independent directors to its Board and the constitution of the Audit Committee, the
Remuneration/Compensation Committee, and the Share Transfer and Investor Grievance Committee.
We have formed a broad-based Board of Directors. The Board shall function either as a full Board or through
various committees constituted to oversee specific operational areas.
To comply with the SEBI Guidelines in relation to corporate governance the Issuer Company has already
appointed three independent additional directors. As the Chairperson of the company is non-executive, one third
of the Board of Directors should comprise of independent directors. The Issuer Company has already formed the
following committees, mentioned hereunder.
The Board has nine Directors, of which four are executive Directors. The Chairperson of the Board is a nonexecutive Director.
Committees of the Board
i.
Audit Committee
The Audit Committee was constituted on February 28, 2006 pursuant to the provisions of the Section 292A of the
Companies Act, 1956. The Audit Committee constitutes the following Directors of the Board:
1.
2.
3.
Mr. Ajay Kumar Jain, Chairman
Mr. Yashbir Singh Tayal, Member
Mr. Govind Swarup, Member
The Chairman of the Committee, Mr. Ajay Kumar Jain, and Mr. Yashbir Singh Tayal, Member, are both
Non-Executive and Independent Directors. Mr. Govind Swarup is a Managing Director.
The terms of reference of the Audit Committee are as under:
1.
2.
3.
4.
5.
6.
7.
ii.
To Review with the management, the quarterly financial statements before submission to the board for
approval.
To review with the management, performance of the Statutory and Internal auditors, adequacy of internal
control system
To review the adequacy of internal audit function and the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit
To discuss with Internal Auditors any significant findings and follow up thereon
To discuss with statutory auditor before the audit commences about the nature and scope of audit as well as
post audit discussion to ascertain any area of concern
To Review with the management the annual financial statements before submission to the board for
approval with reference to:
a. Matter required to be included in the Director Responsibility statement to be included in Board report in
terms of clause (2AA) of section 217 of the Companies Act, 1956
b. Changes if any, in accounting policies and practices and reason for the same
c. Major accounting entries involving estimates based on exercise of judgment by management
d. Compliance with the listing and other legal requirement relating to financial statement
e. Disclosure of any related party transaction
f. Qualification in the draft audit report
To carry such other function as is mentioned in the terms of reference of Audit Committee.
Remuneration Committee
The Remuneration Committee was constituted on February 28, 2006. The Remuneration Committee constitutes
the following Directors of the Board:
1.
2.
3.
Mr. Ajay Kumar Jain, Chairman
Mr. Kishore Kumar Lahiri, Member
Mr. Yashbir Singh Tayal, Member
116
4.
Mr. Arun Kumar Swarup, Member
The Chairman of the Committee, Mr. Ajay Kumar Jain is a Non-Executive and Independent Director. Mr. Kishore
Kumar Lahiri and Mr. Yashbir Singh Tayal, Members, are Non-Executive and Independent Directors. Mr. Arun
Kumar Swarup, is a Non-Executive Director.
The terms of reference of the Remuneration Committee are as under:
1.
2.
3.
4.
5.
6.
To fix the Salary & Perquisites of Executives of the company
To consider and grant annual and special increments to the executives of the company and to confirm the
adhoc special increments granted to staff and executives of the company.
To consider the profits of the company and to decide about the adequacy of profits of the company
To consider the adequacy of profits of the company and to consider remuneration payable to the Managerial
persons as per requirement of the companies Act and Schedule XIII of the companies Act.
To approve the remuneration payable to the managerial personnel of the company in case of inadequacy of
the profits
To take all other consequential and incidental action and measure.
iii. Share Transfer Committee
The Share Transfer Committee was constituted on February 28, 2006. The Share Transfer Committee constitutes
the following Directors of the Board:
1. Mr. Kishore Kumar Lahiri, Chairman
2. Mr. Ajay Kumar Jain, Member
3. Mr. Arun Kumar Swarup, Member
The Chairman of the Committee, Mr. Kishore Kumar Lahiri is a Non-Executive and Independent Director. Mr. Ajay
Kumar Jain is a Non-Executive and Independent Director, and Mr. Arun Kumar Swarup is a Non-Executive
Director.
The terms of reference of the Share Transfer Committee are as under:
1.
2.
3.
4.
5.
6.
To scrutinize the Share transfer application forms received by the Company and if found in order in all
respects, to register transfers of shares in the Register of member of the company.
To scrutinize the various documents received by the company, namely Death certificates, Marriage
certificates, succession certificates, letter of indemnity in favour of the company, Probate of wills of the
shareholders and if found in order to register transmission of shares in the Register of members of the
company;
To register the various documents as mentioned above in the register of Documents maintained by the
company
To approve the issued of split share certificates and new share certificates in place of defaced, torn, damaged
and soiled share certificates on receipt of proper application and other required papers and documents from
the shareholders;
To sign the share certificates and to affix the company’s Common seal on them in accordance with the
provisions of the Companies Act, the Companies (Issue of share) Certificates Rules, 1960 and those of the
Articles of Association of the company, and
To take all other consequential and incidental action and measure.
iv. Investor Grievance Redressal Committee
The Investor Grievance Redressal Committee was constituted on February 28, 2006.
Committee constitutes the following Directors of the Board:
The Investor Grievance
1. Mr. Yashbir Singh Tayal, Chairman
2. Mr. Kishore Kumar Lahiri, Member
3. Mr. Prabhat Kumar Swarup, Member
The Chairman of the Committee, Mr. Yashbir Singh Tayal, and Mr. Kishore Kumar Lahiri, Member, are both
Non-Executive and Independent Directors. Mr. Prabhat Kumar Swarup is a Managing Director.
The terms of reference of the Investor Grievance Redressal Committee are as under:
1.
2.
3.
To look in to redressal of shareholder and investor complaints
To Receive complaints from the shareholders regarding Non receipt of Balance Sheet, Non receipt of declared
Dividend, Non inspection of the Statutory Records, Non–receipt of the copy of records as required by the Act
to be given to shareholders.
To reply to the investors and shareholders on their queries
117
4.
5.
To inform the shareholders regarding provisions of various Acts and the redressal agency for their grievance
To take all other consequential and incidental action and measure.
v. IPO Committee
The IPO Committee was constituted on February 28, 2006. The IPO Committee constitutes the following Directors
of the Board:
1. Mr. Govind Swarup, Chairman
2. Mr. Kishore Kumar Lahiri, Member
3. Mr. Ajay Kumar Jain, Member
The Chairman of the Committee, Mr. Govind Swarup is a Managing Director. Mr. Kishore Kumar Lahiri, and Mr.
Ajay Kumar Jain, Members, are Non-Executive and Independent Directors.
The terms of reference of the IPO Committee are as under:
1.
To take decisions relating to any matter arising pre or post in respect of Initial public offer to the public
and to deal with SEBI, Stock exchange, all intermediaries and to do all such acts and things as deemed
necessary for the purpose.
vi. Selection Committee
The Selection Committee was constituted on February 28, 2006. The Selection Committee constitutes the
following Directors of the Board:
1.
2.
3.
4.
Mr.
Mr.
Mr.
Mr.
Madhav Kumar Swarup, Chairman
Kishore Kumar Lahiri, Member
Ajay Kumar Jain, Member
Yashbir Singh Tayal, Member
The Chairman of the Committee, Mr. Madhav Kumar Swarup is a Managing Director. Mr. Kishore Kumar Lahiri,
Mr. Ajay Kumar Jain, and Mr. Yashbir Singh Tayal, Members, are Non-Executive and Independent Directors.
The terms of reference of the Selection Committee are as under:
1.
2.
3.
4.
5.
To recruit & appoint executives of the company.
To decide the term of appointment of executives of the company.
To decide the remuneration payable to the executives of the company in consultation with Remuneration
Committee and Management.
To comply with the Director (relative holding of office or place of profit) Rules 2003.
To take all other consequential and incidental action and measure.
Shareholding of the Directors
The shareholding of the Directors on the date of filing the Draft Prospectus is as follows:
Sl.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
Name of the Director
No. of Shares
Mrs. Ved Vati Swarup
Mr. Madhav Kumar Swarup
Mr. Prabhat Kumar Swarup
Mr. Govind Swarup
Mr. Arun Kumar Swarup
Mr. Har Saran Gupta
Mr. Kishore Kumar Lahiri
Mr. Yashbir Singh Tayal
Mr. Ajay Kumar Jain
3,70,576
12,90,000
5,93,600
-
%age of the Share
Capital
4.30%
14.96%
6.89%
-
For details regarding Equity Shares held by the Promoters and their families and entities controlled by them,
please refer page no. 13 and after in the section titled “Capital Structure of the Company” of this Draft
Prospectus.
Interest of the Directors
All the non-Executive Directors of SVP Industries Ltd. may be deemed to be interested to the extent of fees, if
any, payable to them for attending meetings of the Board or Committee thereof as well as to the extent of other
remuneration and/or reimbursement of expenses payable to them as per the applicable laws, and the Articles of
Association.
118
The Directors may also be regarded as interested in the Equity Shares and dividend payable thereon, if any, held
by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which
they are interested as Directors, Members, partners and or trustees. All Directors may be deemed to be
interested in the contracts, agreements/arrangements entered into or to be entered into by SVP Industries Ltd.
with any Company in which they hold Directorships or any partnership firm in which they are partners as may be
declared in their respective declarations.
The Managing Directors of SVP Industries Ltd. are interested to the extent of remuneration paid to them for
services rendered as officers or employees of the Company (For more details, please refer “Related Party
Disclosures” as mentioned under Sl. No. 9 of Annexure IV of the Auditors’ Report given in this Draft Prospectus at
page no. 132. Further, the Directors are also interested to the extent of Equity Shares, if any, already held by
them or their relatives in the Company, or that may be subscribed for and allotted to them, out of the present
Issue in terms of this Prospectus and also to the extent of any dividend payable to them and other distributions in
respect of the said Equity Shares.
Except as stated otherwise in this Draft Prospectus, the Company has not entered into any Contract, Agreements
or Arrangements during the preceding two years from the date of the Prospectus in which the directors are
interested directly or indirectly and no payments have been made to them in respect of the contracts,
agreements or arrangements which are proposed to be entered with them.
Changes in Directors during Last Three Years
Sl.
No.
1.
Name
A.B.L. Srivastava,
Nominee
Uttar
Pradesh
Financial Corporation (UPFC)
Date of
appointment
December 1, 1991
119
Date of
cessation
July 6, 2005
Reason
Repayment of all loans to
UPFC.
MANAGEMENT ORGANISATION STRUCTURE
The Company’s organization structure for its Corporate Office and operating unit is given in the following
diagram:
KEY MANAGERIAL PERSONNEL
The Company is managed by its Board of Directors, assisted by qualified professionals, with vast experience in
the field of production, finance, distribution, marketing and corporate laws. The following key personnel assist the
Management:
Details of the key managerial personnel are as follows:
Sl.
No
1.
Name
Designation
Mr. Sanjiv Swarup
President
Age
(Yrs.)
47
2.
Mr. Ajay Kumar
Swarup
President
46
3.
Mr. Harsh Swarup
Vice President
42
4.
5.
Mr. Adarsh Swarup
Mr. Rahul Kumar
Swarup
Vice President
Vice President
33
32
6.
Mr. Siddharth Swarup
Vice President
28
7.
Mr. Romesh Pandita
51
8.
Mr. M.K. Kamboj
Executive Vice
President
Finance Controller
9.
Dr. Bhaskar Roy
42
10.
Mr. J.P. Tripathi
11.
Mr. S.L. Sharma
12.
Ajay Kumar Jain
Vice President
(Finance)
General Manager
(Works)
General Manager
(C & A)
Company Secretary
45
51
59
31
Qualification
Date of
Joining
04.03.1981
Experience
(Yrs.)
24
04.03.1981
24
NA
01.08.2003
21
NA
01.04.2001
01.04.2001
4
4
NA
NA
01.09.2004
1
NA
25.09.1981
25
B. Com (Hons.),
LL.B
PhD, FCA, MIIA
09.11.1989
25
13.10.2005
18
B.Sc., DIFAT
(Kanpur)
M. Sc.
15.04.1989
21
On Track Business
Corporation
Sameer Leasing &
Finance Ltd.
Saraya Industries
Ltd.
Saraya Distillery
11.06.1990
29
M. Com, LL.B.,
ACS, NET
01.09.2005
4
B. Com (Hons.),
MBA
B.A. (Hons) in
Economics, MBA,
IIMC
B. Sc (Honours) in
Chemistry
B. Com
B.A. (Honours)
Economics,
PGDBM, IMI
B.A. (Honours) in
Maths
MBA
All the above key managerial personnel are permanent employees.
NA indicates Not Applicable
120
Previously
Employed
NA
Modi Industries
Ltd.
Self Employed
Mr. Ajay Kumar Swarup, President - aged 46 years is a BA (Honours) in Economics from St. Stephens, Delhi
University. He is also a PGDBM from the Indian Institute of Management, Kolkata. Mr. Ajay Swarup joined the
Company in 1981, and has over 24 years of experience in alcohol industry. He has also been the President of All
India Distillers Association from March 1992 till July 1995. He is actively involved in day-to-day operations of the
Company, and is in-charge of business development.
Mr. Sanjiv Swarup, President- aged 47 years is a B.Com (Honours) and an MBA. He joined the Company in
1981, and has over 24 years of experience in alcohol industry. He is in-charge of Company’s production
operations.
Mr. Harsh Swarup, Vice President- aged 42 years is a B. Sc (Honours) in Chemistry. He joined the Company in
August 2003, and has over 21 years of experience in Alcohol and Sugar industry. He is actively involved in all the
project work of the Company.
Mr. Adarsh Swarup, Vice President- aged 33 years is a B. Com. He joined the Company in April 2001, and has
over 4 years of experience. He is actively involved in the finance operations of the Company.
Mr. Rahul Kumar Swarup, Vice President- aged 32years is BA (Honours) in Economics and PGDBM from IMI.
He joined the Company in April 2001, and has over 4 years of experience. He is actively involved in the
Company’s marketing and sales operations of the company.
Mr. Siddharth Swarup, Vice President - aged 28 years is B.A.(Honours) in Maths and joined the company over
an year back in September 2004. He has looks after the human resource development of the Company.
Mr. Romesh Pandita, Executive Vice President - aged 51 years, is an MBA and joined the company in 1981. He
has 25 years of experience in alcohol industry. He is overall in-charge of complete marketing and factory
operations of the Company. Before joining our Company, he was with On Track Business Corporation.
Mr. M.K.Kamboj, Finance Controller – aged 45 years is B. Com (Hons) and LLB. He joined the Company in 1989
and has 25 years of experience in the areas of accounts and law. He is in-charge of the day-to-day accounts and
legal functions. Before joining our Company, he was with Sameer Leasing & Finance Ltd.
Dr. Bhaskar Roy, Vice President (Finance) - aged 42 years, is a Chartered Accountant and Doctorate in
Commerce. He joined the Company in October, 2005 and has experience of over 18 years in the areas of finance,
accounting and taxaxtion. Before joining the Company, he was with Saraya Industries Ltd. He is looking after the
Finance function, and IPO related activities of the Company.
Mr. J.P.Tripathi, General Manager (Works) - aged 51years, is B.Sc, DIFAT (Kanpur). He has joined the
Company in April 1989 and has experience of more than 21 years. Before joining the Company, he was in Saraya
Distillery. He is overall in-charge of the Distillery facilities at Mansurpur.
Mr. S.L. Sharma, General Manager (C&A) - aged 59 years, is an M.Sc and has experience of more than 29
years. He joined the company in 1990. He was previously with Modi Industries Ltd. He is in-charge of all Raw
Material purchases of the company.
Mr. Ajay Kumar Jain, Company Secretary – aged 31 years, is M. Com, LLB, ACS. He has over experience of
over 4 years, and joined the Company in September, 2005. He looks after the corporate and secretarial functions
of the Company.
Shareholding of Key Managerial Personnel
Mr. Sanjiv Swarup
Mr. Ajay Kumar Swarup
Mr. Harsh Swarup
Mr. Adarsh Swarup
Mr. Rahul Kumar Swarup
Mr. Siddharth Swarup
:
:
:
:
:
:
5,85,680
8,71,072
3,98,680
8,45,072
8,58,200
4,00,000
Equity
Equity
Equity
Equity
Equity
Equity
Shares
Shares
Shares
Shares
Shares
Shares
of
of
of
of
of
of
the
the
the
the
the
the
Company
Company
Company
Company
Company
Company
Bonus or Profit Sharing Plan for the Key Managerial Personnel
There is no Profit Sharing Plan for the Key Managerial Personnel. The Company makes bonus payments to the
employees based on their performance, which is as per their terms of appointment.
Changes in Key Managerial Personnel
i. Mr. Ajay Kumar Jain, Company Secretary resigned from the services of the Company on July 1, 2005 and
rejoined the services on September 1, 2005.
ii.
Dr. Bhaskar Roy, Vice President (Finance), was appointed with effect from October 13, 2005.
121
Family relation with Key Managerial Personnel (KMP)
a.
Mr. Sanjiv Swarup is the nephew of Mr. Prabhat Kumar Swarup, Promoter Director.
b.
Mr. Ajay Kumar Swarup, Promoter of the Company, is the son of Mr. Madhav Kumar Swarup, Managing
Director.
c.
Mr. Harsh Swarup is the son of Mr. Shravan Kumar Swarup (Shareholder), and the grandson of Mrs. Ved Vati
Swarup, Chairperson & Director of the Company.
d.
Mr. Adarsh Swarup is the son of Mr. Prabhat Kumar Swarup, Promoter & Managing Director Director.
e.
Mr. Rahul Kumar Swarup is the son of Mr. Arun Kumar Swarup, Director, and the nephew of Mr. Madhav
Kumar Swarup, Promoter & Managing Director.
f.
Mr. Siddharth Swarup is the son Mr. Govind Swarup, Promoter & Managing Director, and the grandson of Mrs.
Ved Vati Swarup, Chairperson & Director.
There exists no other family relation between the promoters/directors and the key managerial personnel.
EMPLOYEES
Disclosures Regarding Employees Stock Option Scheme / Employees Stock Purchase Scheme
Till date, the Company has not introduced any Employees Stock Option Scheme / Employees Stock Purchase
Scheme, as required by the Guidelines or Regulations of SEBI relating to Employee Stock Option Scheme and
Employee Stock Purchase Scheme.
Payment or Benefit to Officers of the Company
Except the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of
business, the Company has not paid/given any benefit nor does it intend to pay/give benefit to any officer of the
Company.
122
v.
PROMOTERS
Mrs. Ved Vati Swarup, Mr. Madhav Kumar Swarup, Mr. Prabhat Kumar Swarup, Mr. Govind Swarup, and
Mr. Ajay Kumar Swarup are the Promoters of the Company. A brief profile of the promoters is given
herewith:
PROMOTERS AND THEIR BACKGROUND
Mrs. Ved Vati Swarup, Chairperson
Mrs. Ved Vati Swarup, aged about 89 years, is the Chairperson of the Company. She is an Intermediate
by qualification, and is the wife of Late Mr. Brahm Swarup.
Mrs. Ved Vati Swarup is the mother of Mr. Govind Swarup, Promoter Director on the Board of the
Company.
Mr. Madhav Kumar Swarup, Managing Director
Mr. Madhav Kumar Swarup is B.Sc. from Allahabad University, B.Sc. (Mechanical Engineering) from
Associate of Royal College of Science and Technology, Glasgow (U.K.). He has been working as Managing
Director in the Company since April 30, 1994 and closely associated with the operations and management
of the Company. He is an experienced professional having 47 years of experience in industrial and
business management. During the course of his association, he has contributed substantially to the
growth of the Company.
Mr. Madhav Kumar Swarup is the brother of Mr. Arun Kumar Swarup, Director, and the father of Mr. Ajay
Kumar Swarup, another Promoter of the Company.
Mr. Prabhat Kumar Swarup, Managing Director
Mr. Prabhat Kumar Swarup is B.Sc from Delhi University and B.Sc. (Chemical Engineering) from Case
Institute of Technology, Cleveland, Ohio, USA. He has been working as Managing Director in the
Company since April 30, 1994, and closely associated with the operations and management of the
Company. He is an experienced professional having 32 years of experience in industrial and business
management. He has been instrumental in laying out and achieving business targets and contributed to
the growth of the Company.
Mr. Govind Swarup, Managing Director
Mr. Govind Swarup is B.Sc. from Delhi University and B.A. (Mech. Engineering) from Cambridge
University, UK. He has been working as Managing Director in the Company since April 30, 1994 and
closely associated with the operations and management of the Company. He is an experienced
professional having over 31 years of experience in industrial and business management.
Mr. Govind Swarup is the son of the Mrs. Ved Vati Swarup, the Chairperson and Director of the Company.
Mr. Ajay Kumar Swarup
Mr. Ajay Kumar Swarup, aged 46 years is a BA (Honours) in Economics from St. Stephens, Delhi
University. He is also a PGDBM from the Indian Institute of Management, Kolkata. Mr. Ajay Swarup joined
the Company in 1981, and has over 24 years of experience in alcohol industry. He has promoted two
other companies viz., Associated Distilleries Ltd., and Globus Agronics Ltd., which in turn owns three
large distilleries in North India.
He has also been the President of All India Distillers Association from March 1992 till July 1995.
Mr. Ajay Swarup is the son of Mr. Madhav Kumar Swarup, Promoter & Managing Director of the
Company. He is also the nephew of Mr. Arun Kumar Swarup, Director.
123
Name of the Promoter
Mrs. Ved Vati
Swarup
Mr. Madhav
Kumar Swarup
Mr. Prabhat Kumar
Swarup
N.A.
R 767345
ADWPS6341R
N.A.
Central
Bank
India
Rourkee Road
Muzaffarnagar
21217
N.A.
F 6387702
AHNPS9493B
DKY1005511
Punjab
National
Bank
Maharani Bagh
New Delhi
10829
9030/1424/90
B 5493829
AGIPS9621D
DL/02/006/159613
Standard
Chartered
Bank
10, Sansad Marg,
New Delhi – 110 001
525-1-006031-1
Photo of the promoters
Driving Licence No.
Passport Details
PAN No.
Voter Id No
Name of Bank and Branch
Bank Account No.
Name of the Promoter
of
Mr. Govind
Swarup
Mr. Ajay Kumar
Swarup
P03082003375817
F 1297540
ADWPS6342N
N.A.
Central
Bank
of
India
Roorkee Road,
Muzaffarnagar
18456
P03061999137891
Z 1396527
AGXPS2323K
DL/02/006/156541
Punjab
National
Bank
Maharani Bagh
New Delhi
15314
Photo of the promoters
Driving Licence No.
Passport Details
PAN No.
Voter Id No
Name of Bank and Branch
Bank Account No.
* N.A.- Indicates Not Available
We confirm that the Permanent Account Number, Bank account number, and Passport number, of the
above Promoters, as applicable, will be submitted to the NSE and BSE at the time of filing of this
document with them.
Common Pursuits
As on date, there are no common pursuits which may lead to conflict of interest in the business of the
Company and other Companies promoted by the Promoter, other than as described in the following
paragraphs:
Interest of the Promoters
The Promoters may be deemed to be interested to the extent of shares held by them, their friends or
relatives, and benefits arriving from their holding directorship in the company. The Promoters are not
124
interested in any property, if acquired by SVP within two years from the date of the Prospectus. The
Promoters are not interested in any loan or advance given by the Company, neither are they beneficiary
of any such loans or advances.
The following companies/firms/ventures, having common pursuits, have been either promoted by the
promoters of SVP Industries Ltd., and/or directorship is held in such companies. The promoters of the
SVP Industries Ltd may be deemed to be interested in these companies:
Name of the
Concern
Type of
Concern
Nature of Interest
Interested party
Globus Agronics Ltd.
Distillery
Company
Directorship:
Mr. Madhav Kumar Swarup is
Director, and Mr. Ajay Kumar
Swarup is President.
Mr.
Madhav
Kumar
Swarup
Mr. Ajay Kumar Swarup
Shareholding:
75.14% Shareholding held by
Chandbagh Investments Ltd., a
Company of which 99.96%
shares are held by Mr. Madhav
Kumar Swarup, Mr. Ajay Kumar
Swarup,
Mrs.
Saroj
Rani
Swarup, and Mrs. Madhavi
Swarup
&
Northern
India
Alcohol Sales Pvt. Ltd.
Associated Distilleries
Ltd.
Rajasthan Distilleries
Pvt. Ltd.
Northern India Alcohol
Sales Pvt. Ltd.
Distillery
Company
Distillery
Company
Trading Company
Mr. Ajay Kumar Swarup, Mrs.
Madhavi Swarup, Mr. Madhav
Kumar Swarup in combination
hold 11.11% of the Company’s
equity.
Mr. Arun Kumar Swarup, Mrs.
Manju Swarup, and Hari Cold
Storage
& General Mills Co.
Pvt. Ltd. hold 25% of the
equity.
Mr.
Arun
Kumar
Swarup,
Director of the Issuer Company,
is Director in Hari Cold Storage
& General Mills Co. Pvt. Ltd.
Promoted by Mr. Ajay Kumar
Swarup and Mr. Madhav Kumar
Swarup,
Chairman
of
the
Company.
The Company has not done any
business of alcohol/distillery
since incorporation.
Promoted by Mr. Ajay Kumar
Swarup and Mr. Madhav Kumar
Swarup.
Mr. Ajay Kumar Swarup
Mr.
Madhav
Kumar
Swarup
Mr. Ajay Kumar Swarup
Mr.
Madhav
Kumar
Swarup
Mr. Ajay Kumar Swarup
Mr.
Madhav
Kumar
Swarup
The Company has not done any
business
of
alcohol
since
incorporation.
Payment or benefit to Promoters of the Company
Mr. Madhav Kumar Swarup, Mr. Prabhat Kumar Swarup, and Mr. Govind Swarup, being Managing Directors of the
Company, draw Managerial remuneration as mentioned earlier in the Prospectus.
Mrs. Ved Vati Swarup, Chairperson does not draw any salary or benefits, except for sitting fees to attend Board
Meetings of the Company.
Mr. Ajay Kumar Swarup, Promoter is the President of the Company and is drawing Salary of Rs. 80,000/- per
month, plus Provident Fund contribution as per Company’s policy.
125
Apart from the above there have been no payment or benefits to the Promoters of the Company.
Related Party Transactions
For details of related party transactions please refer to page no. 132 of the Draft Prospectus.
Relationship between the Promoters, Directors and Key Managerial Personnel
Mrs. Ved Vati Swarup
Promoter Director
: Is the mother of Mr. Govind Swarup, Promoter & Managing Director.
Is the grandmother of Mr. Harsh Swarup, Vice President of the Company.
Is the grandmother of Mr. Siddharth Swarup, Vice President of the Company.
Mr. Madhav Kumar Swarup
Promoter & Managing Director : Is the brother of Mr. Arun Kumar Swarup, Promoter Director
Is the father of Mr. Ajay Kumar Swarup. Promoter & President
Mr. Prabhat Kumar Swarup
Promoter & Managing Director : Is the father Mr. Adarsh Swarup, Vice President of the Company.
Is the Uncle of Mr. Sanjeev Swarup, President of the Company
Mr. Ajay Kumar Swarup
: Is the son of Mr. Madhav Kumar Swarup, Promoter Director
vi. Currency of Presentation
In this Prospectus, all references to “Rupees” and “Rs.” and “Indian Rupees” are to the legal currency of the
Republic of India.
vii. Dividend Policy
The Company has dividend policy for dividend payment as written in the Articles of Association of the
Company. The declaration and payment of dividends will be recommended by our Board of Directors and our
shareholders, in their discretion, and will depend on a number of factors, including, but not limited to, our
earnings, capital requirements and overall financial condition.
126
SECTION V: FINANCIAL INFORMATION
i.
AUDITORS’ REPORT
To
The Board of Directors,
SVP Industries Ltd.
PO. Mansurpur
Distt. Muzaffarnagar
U.P.
A.
We have examined the annexed financial information of SVP Industries Limited (formally known as Swarup
Vegetables Products Industries Ltd.) for the five financial years ended March 31, 2005 and for the nine
months period ended 31.12.05 being the last date to which the accounts of the Company have been made
up and audited by us. The financial information had been extracted from the financial statements of the
respective years / periods audited by us and adopted by the Board of Directors of the Company for the
purpose of disclosure in the offer Document being issued by the Company in connection with the Public
Issue of Equity Shares by the Company.
The said financial information has been prepared in accordance with the requirements of:
*
paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 ( the “ Act “ );
*
The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘the
SEBI Guidelines’) issued by the Securities and Exchange Board of India Act, 1992 and related
amendments, including instructions and clarifications issued by the Securities and Exchange Board of
India from time to time and
*
In accordance with the Company’s letter dated 29.10.2005 and 11.01.2006 requesting us to carry out
work in connection with the offer document being issued by the Company in connection with its public
Issue of Equity Shares.
We report that the assets and liabilities of the Company as at March 31, 2001, 2002, 2003, 2004, 2005
and nine months period ended 31.12.05 are as set out in Annexure I to this report after making such
adjustments / restatements and regrouping as in our opinion are appropriate and are subject to the
Significant Accounting Policies and Notes to Accounts as appearing in Annexure III and IV respectively.
We report that the profits of the Company for the financial years ended March 31, 2001, 2002, 2003,
2004, 2005 and nine months period ended 31.12.05 are as set out in Annexure II to this report. These
profits have been arrived at after charging all expenses including depreciation and after making such
adjustments / restatements and regrouping as in our opinion are appropriate and are subject to the
Significant Accounting Policies and Notes to Accounts as appearing in Annexure III and IV respectively to
this report.
B.
We have examined the following financial information relating to the Company proposed to be included in
the Red Herring Prospectus, as approved by you and annexed to this report;
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
C.
Statement of Cash Flow as appearing in Annexure V to this report;
Statement of Secured Loans as appearing in Annexure VI to this report;
Statement of Unsecured Loans as appearing in Annexure VII to this report;
Statement of Quoted Investment as appearing in Annexure VIII to this report;
Statement of Debtors enclosed as Annexure IX to this report;
Statement of Loans & Advances as appearing in Annexure X to this report;
Statement of Contingent Liabilities as appearing in Annexure XI to this report;
Statement of Dividend paid as appearing in Annexure XII to this report;
Statement of Accounting Ratios as appearing in Annexure XIII to this Report;
Capitalisation Statement as at December 31, 2005 as appearing in Annexure XIV to this report;
Statement of Tax Shelters as appearing in Annexure XV to this report;
Statement of Auditor’s Qualification as appearing in Annexure XVI to this report;
a)
In our opinion the financial information of the Company as stated in Para A and B above read with
Significant Accounting Policies and Notes to Accounts enclosed in Annexure III and IV respectively to this
report, after making adjustments / restatements and regroupings as considered appropriate has been
prepared in accordance with Part II of Schedule II of the Act and the SEBI Guidelines.
127
b)
This report is intended solely for your information and for inclusion in the Offer Document in
connection with the specific Public Offer of the Company and is not to be used, referred to or distributed
for any other purpose without our prior written consent.
For B.R. Maheswari & Co.
Chartered Accountants
sd/(ASHOK GADODIA)
Partner
Membership No. 83863
Place: New Delhi
Date : 02.02.2006
128
ANNEXURE-I
STATEMENT OF ASSETS & LIABILITIES AS RESTATED
The assets and liabilities of the company as at the end of each five financial years ended on 31 March, 2001,
2002, 2003, 2004 & 2005 and as at 31st December, 2005 are as set out below. The assets and liabilities read
with significant accounting policies and notes annexed hereto have been arrived at after making such regroupings
as are, in our opinion, appropriate.
Rs. in Lakhs
31-Mar-01
31-Mar-02
31-Mar-03
As at
31-Mar-04
31-Mar-05
31-Dec-05
1,886.22
312.28
1,573.94
508.96
2,317.85
356.55
1,961.30
505.57
2,464.91
421.35
2,043.56
502.18
2,804.80
499.97
2,304.83
498.79
2,791.47
531.39
2,260.08
495.40
2,933.07
530.45
2,402.62
488.76
1,064.98
1,064.98
778.16
1,455.73
1,541.38
1,806.04
1,764.68
1,455.73
778.17
1,541.38
778.17
1,806.04
576.83
1,764.68
576.83
1,913.86
1,913.86
559.65
277.91
376.46
330.50
294.02
1,278.89
512.76
400.12
313.37
331.40
1,557.65
436.35
792.27
656.01
563.32
2,447.95
552.78
478.90
858.80
404.37
2,294.85
540.14
595.55
469.25
656.43
2,261.37
950.97
969.93
503.30
866.76
3,290.96
555.55
90.36
1,051.30
1,697.21
1,424.82
538.84
1,394.94
508.96
885.98
784.14
358.97
1,219.81
2,362.92
1,428.63
538.84
1,395.36
505.57
889.79
1,085.97
351.60
68.92
1,870.61
3,377.10
1,390.40
538.84
1,353.74
502.18
851.56
1,097.17
515.41
99.12
1,703.21
3,414.91
1,262.81
538.84
1,222.76
498.79
723.97
781.55
502.86
109.58
1,862.03
3,256.02
1,346.86
538.84
1,303.42
495.40
808.02
812.30
676.83
144.30
2,382.48
4,015.91
1,748.56
862.15
1,375.17
488.76
886.41
1,424.82
1,428.63
1,390.40
1,262.81
1,346.86
1,748.56
Particulars
Fixed Assets:
Gross Block
Less: Depreciation
Net Block
Less: Revaluation Reserve
Net Block after adjustment for
Revaluation Reserve
Capital Work-In-Progress
Total Fixed Assets (A)
Investments (B)
Current Assets, Loan & Advances:
Inventories
Sundry Debtors
Cash & Bank Balances
Loan & Advances
Total (C)
Liabilities & Provisons:
Secured Loans
Unsecured Loans
Deffered Tax Liability
Current Liabilities and Provisions
Total (D)
Net Worth (A+B+C - D)
Represented by Share Capital (I)
Reserves
Less :Revaluation Reserve
Reserves (Net of Revaluation Reserves)II
Net Worth (I+II)
Notes: None of the fixed assets were revalued during any of the year/period under reporting.
129
ANNEXURE-II
STATEMENT OF PROFIT & LOSSES AS RESTATED
Rs. In Lakhs
Particulars
INCOME
Turnover:
Manufactured Goods
Traded Goods
Gross Sale
Less:
Excise Duty Consumed
Net Sales(i)
Other Income
Interest Received
Dividend Income
Misc. Receipt
Insurance Claim Received
Sub-Total (ii)
Increase (Decrease) in Inventories
TOTAL INCOME (A)
EXPENDITURE
Purchases of Traded Goods
Raw Material Consumed
Staff Costs
Manufacturing Expenses
Administrative & Selling Expenses
Interest & Financial Charges
Depreciation
Preliminary Expenses Written Off
TOTAL EXPENDITURE (B)
Net Profit before tax and extraordinary items. (A-B)
Add: Income Tax Refund
Less:
Provision for Current Tax
Fringe Benefit Tax
Provision for Deferred Tax
Income Tax for Earlier Year
Net Profit After Tax and ExtraOrdinary items
31-Mar-01
31-Mar-02
31-Mar-03
31-Mar-04
31-Mar-05
31-Dec-05
3,481.43
3,481.43
18,867.66
18,867.66
23,661.34
23,661.34
24,143.16
24,143.16
25,549.07
25,549.07
23,586.58
1,635.68
25,222.26
445.53
3,035.90
13,055.48
5,812.18
14,910.36
8,750.98
17,385.88
6,757.28
17,996.72
7,552.35
17,371.05
7,851.21
50.75
53.50
2.60
2.39
109.24
(37.26)
3,107.88
41.22
38.91
14.14
2.08
96.35
167.54
6,076.07
42.30
4.44
1.61
48.35
(133.22)
8,666.11
76.10
21.75
3.04
100.89
192.76
7,050.93
66.83
3.69
2.73
73.25
(44.92)
7,580.68
54.98
22.96
4.48
82.42
387.39
8,321.02
925.38
165.08
1,461.35
279.18
83.61
31.16
2,945.76
1,576.89
219.92
3,158.99
714.27
121.04
51.31
5,842.42
3,103.76
252.44
4,139.85
835.22
179.31
76.81
8,587.39
1,281.43
216.43
3,981.41
1,065.62
229.01
78.29
6,852.19
2,726.83
230.32
3,176.07
929.45
205.30
96.67
7,364.64
1,711.82
1,825.68
171.89
2,921.35
925.62
98.92
74.99
7,730.26
162.12
-
233.65
-
78.72
17.75
198.74
-
216.04
-
590.76
-
15.86
0.23
6.23
21.66
-
32.38
30.20
1.40
56.50
10.46
3.59
150.00
4.21
34.72
0.13
217.56
68.58
134.76
145.49
401.70
9.21
(2.07)
154.98
Notes: None of the fixed assets were revalued during any of the year/period under reporting.
130
ANNEXURE-III
SIGNIFICANT ACCOUNTING POLICIES
A.
Significant Accounting Policies
1.
Sales and Related Income:
Sales are recognized at the point of despatch of goods from Factory/Depot of the Company. Export
Benefits are accounted in the period of receipt. Sales as reported is inclusive of Excise Duty, but net of
rebate & discount.
2.
Other Income
a) Interest on security deposits with Government Departments and others, export benefits on deemed
exports and interest on security deposits with the company are accounted for on receipt basis.
b) Income from processing charges are booked on the basis of total despatches during the year.
3.
Fixed Assets
i.
Land and building are stated at revalued amount.
ii. All Fixed Assets (except land and building) are stated at cost which include incidental expenditure
incurred upto the date of commencing of assets. Renewal and replacements are either capitalized or
charged to revenue, as appropriate, depending upon the nature and long-term utility of such
renewals and /or replacement. Sales proceeds of assets (other than motor vehicles) are adjusted
against the gross block of Assets In cases where it is not possible to ascertain the cost of the assets,
the entire sale proceed is deducted from the Block of Assets.
4.
Investments
Investments are stated at cost.
5.
Depreciation
i.
Depreciation has been charges on straight line method at the rates specified in Schedule XIV of the
Companies Act, 1956 as amended by notification No. GSR 756(E) dated 16th December, 1993 of the
Ministry of Law, Justice and Companies Affairs & Department of Companies Affairs.
ii. In respect of additions during the year, depreciation has been charged from the month following the
date of addition.
6.
Excise Duty
(a)
The company has been accounting liability for excise duty on finished products as and when these
are cleared as per consistent practice as also considered the accepted practice of the Excise
Authorities. The Company’s product is governed by State Excise Duty wherein Excise Duty is due
and collected in removal of finished goods only.
(b)
Modvat credit is accounted as per actual credit availed in the Excise Records.
7.
Research & Development
Revenue Expenditure on research and development is charged off fully under the respective heads of
account in the Profit & Loss Account of the year in which it is incurred.
8.
Inventories
Stock in trade are valued at selling price excluding excise duty. Raw material are valued at cost. Stores &
spares are valued at average cost. Work-in-process is valued at estimated cost only, which is determined
on the basis of cost of raw material consumed but excluding the overhead expenditure.
9.
10.
B.
Gratuity
The liability for gratuity payable to all employees in service is provided in the books.
Accounting for Taxes on Income
The accounting treatment followed for taxes on income is to provide for current tax and deferred tax.
Current tax is the amount of income tax determined to be payable in respect of taxable income for a
period. Deferred tax is the tax effect of timing differences.
CHANGES IN ACCOUNTING POLICIES IN THE LAST FIVE YEARS
There is no change in significant accounting policies during the reporting period except as and when
Accounting Standards issued by the Institute of Chartered Accountants of India were made applicable on
the relevant dates.
131
ANNEXURE-IV
NOTES OF ACCOUNTS
1.
Bank Guarantees amounting to Rs. 40,70,813/-(Previous Year Rs. 36,35,151.42) have been obtained against
which the company has furnished its counter guarantee to the banks.
2.
Claim including penalty etc., against the Company not acknowledge as debts, amounting
Rs. 1,63,55,963.22 (Previous Year Rs. 1,75,88,608.22) since the issued involved are subjudice.
3.
No provision has been made in respect of Doubtful Debts and Advances amounting to Rs. 8,84,553/(Previous Year Rs. 14,91,794/-) and Rs.-NIL (Previous Year Rs. 34,834/-) respectively as the management is
hopefull of its recovery.
4.
Sundry Debit and Credit balance are subject to confirmation from the concerned parties.
5.
Expenses incurred on maintenance of vehicles include expenses reimbursed to the directors for using vehicles
for Company’s purposes as approved by the Board as per past practice.
6.
Government has raised demands for case on the limestone consumed by the Company in earlier years in its
erstwhile Sugar Mill. However, in the absence of full details of lime stone consumption, liability on this
account has neither been ascertained nor provided.
7.
In the opinion of the board, all current assets, loans and advances have a value on realization in ordinary
course of business at least equal to the amount at which they are stated.
to
8. In the absence of necessary information as regards status of Sundry Creditors, the Company has not
disclosed information regarding amounts due to small scale industrial undertakings included under Current
Liabilities and Provisions as required under Notifications No.GSR-129(E)dt 22.02.99 issued by Department of
Company Affairs, Ministry of Law, Justice and Company Affairs.
9.
Related Party Disclosures:
Related Party Disclosures, as required by AS-18 “Related Party Disclosure” are given below:
A.
Relationship
i) Subsidiary Company
NIL
ii) Joint Venture/Joint Control Associates
NIL
iii) Key Management Personnel
Lala Madhav Kumar Swarup (Managing Director)
Lala Prabhat Kumar Swarup (Managing Director)
Lala Govind Swarup (Managing Director)
Shri Har Saran Gupta (Director)
iv) Relatives of Key Management Personnel (with whom transaction have taken place)
Shri Ajay Kumar Swarup
Shri Adarsh Swarup
Shri Sidharth Swarup
Shri Rahul Swarup
v) Associated Companies:
Mansurpur Leasing & Finance (Pvt.) Ltd.
Globus Agronics Ltd.
B. The details of transactions with above parties in the ordinary course of business:
Associate
Relatives of Key
Sl.
Particulars
Key
Company
Management
No.
Management
Personnel
Personnel
1.
Salaries & Other Allowances
18.69
11.39
(21.48)
(10.48)
(-)
2.
Payments for other services
13.04
(-)
(-)
(17.75)
3.
Amount Payable Outstanding at the period
7.31
12.00
1.98
ending
(18.20)
(14.41)
(1.58)
4.
Amount Recoverable Outstanding at the
8.49
year end
(-)
(0.25)
(-)
5.
Sale
24.46
(-)
(-)
(-)
Note: Related party relationship is as identified by the company and relied upon by the auditors.
132
10.
The Company is engaged in the manufacturing of Alcohol only.
11.
Deferred Tax Liability represents tax impact on timing difference arising due to difference in written down
value of fixed assets as per books and that as per Income Tax Act only. There are no deferred tax assets.
12.
Information required under paragraph 4-D of Schedule VI of the Companies Act, 1956.
(A) TURNOVER:
Unit
CURRENT PERIOD
PREVIOUS YEAR
Qty.
Value(Rs.)
Qty.
Value(Rs.)
Unit: Distillery
*
Spirit
BL
3194000
84020980
Liquor
BL
N.A.
2438205014
5282052
N.A.
TOTAL Rs.
2522225994
* Excluding spirit issued for IMFL and Country Liquor.
136431042
2418476315
2554907357
(B) OPENING & CLOSING STOCKS:
<--C U R R E N T P E R I O D-->
Opening Stock as
Closing Stock as
ITEMS
Unit
on 01.04.2005
on 31.12.2005
Qty.
Amount
Qty.
Amount
Unit: Distillery
-Spirit
BL
599956
15026122
374705
8789255
-Liquor
BL
-10293400
-54148108
25319522
62937363
<--P R E V I O U S Y E A R-->
Opening Stock as
Closing Stock as
on 01.04.2004
on 31.03.2005
Qty.
Amount
Qty.
Amount
434852
--
6580214
12386239
18966453
599956
--
15026122
10293400
25319522
(C) RAW MATERIAL CONSUMED:
CURRENT PERIOD
PREVIOUS YEAR
Description
Unit
Qty.
Amount
Qty.
Amount
(i) Molasses
Qtl.
450978
182568324
587846
268706347
(ii) Others
-0
-3977173
TOTAL
182568324
272683520
(D) LICENSED, INSTALLED AND PRODUCTION:
<--C U R R E N T P E R I O D--> <--P R E V I O U S Y E A R-->
ITEMS
Unit
Licensed Installed
Production Licensed
Installed Production
135
135 10119962
135
135 13483813 BL
1.Ind. Alcohol
Lac BL PA
86.4
86.4
N.A.
86.4
86.4
N.A.
2.IMFL & C.L.
Lac BL PA
30000
--30000
--3.Refined Oil
M.T. PA
Note:-Installed Capacity is as certified by Management.
(E) EXPENDITURE IN FOREIGN CURRENCY
CURRENT YEAR
PREVIOUS YEAR
ITEMS
(In Rs.)
(In Rs.)
(i) Raw Material
--(ii) Capital Goods
--(iii) Packing Material
--(iv) Travelling
52448
13.
Previous year’s figures being for twelve months are not comparable with the current period figures of
Nine months.
14.
Change of Name:
The name of the company was changed from Swarup Vegetable Products Industries Limited to SVP
Industries Limited w.e.f.30.06.2004.
133
ANNEXURE-V
STATEMENT OF CASH FLOW
PARTICULARS
(Rs. in Lakhs)
31-Mar-01
31-Mar-02
31-Mar-03
31-Mar-04
31-Mar-05
31-Dec-05
(A) CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit/(Loss) before Tax, Adjustment for prior
period and extra ordinary activities
Adjustment for:Depreciation
Interest Paid
Other Income (Dividend)
Loss on Sale of Fixed assets
Interest Received
Operating Profit before Working Capital Changes-
162.12
233.66
78.71
198.73
216.05
590.76
31.16
83.61
(53.50)
0.24
(50.75)
172.88
51.31
121.04
(38.91)
7.86
(41.22)
333.74
76.82
179.31
0.00
14.34
(42.30)
306.88
78.29
229.01
0.00
1.99
(76.10)
431.92
96.67
205.30
0.00
41.35
(66.83)
492.54
74.99
98.92
0.00
(8.21)
(54.98)
701.48
49.24
(49.76)
(8.15)
186.98
351.19
(7.14)
344.05
0.00
344.05
(234.85)
(23.66)
(12.94)
168.50
230.79
(16.09)
214.70
(10.03)
204.67
76.41
(392.16)
(35.02)
600.90
557.01
(15.86)
541.15
17.75
558.90
(116.43)
313.38
(25.97)
(213.68)
389.22
(7.63)
381.59
0.00
381.59
12.64
(116.65)
86.09
134.04
608.66
(35.97)
572.69
0.00
572.69
(410.83)
(374.39)
(67.33)
484.21
333.14
(56.63)
276.51
0.00
276.51
0.00
3.49
(112.36)
0.00
50.75
53.50
(469.55)
0.00
19.64
(37.38)
10.03
41.22
38.91
(189.29)
0.00
12.46
(231.92)
0.00
51.10
0.00
(356.01)
0.00
11.08
158.95
(0.22)
71.81
0.00
(163.72)
0.00
67.05
(252.06)
0.00
72.97
0.00
(433.51)
17.17
217.54
(210.33)
0.00
69.21
0.00
(132.80)
(397.13)
(357.65)
(114.39)
(275.76)
(339.92)
(193.98)
(121.04)
(19.79)
89.12
139.47
268.61
81.75
244.14
0.00
(179.31)
0.00
30.96
270.87
(7.37)
(275.73)
(160.58)
(35.00)
(229.01)
(5.66)
90.69
(79.49)
163.81
(101.52)
(196.18)
(53.88)
(205.30)
(6.91)
(115.18)
(200.44)
(12.55)
285.99
(308.27)
(53.88)
(98.92)
(7.56)
(5.75)
36.50
173.97
(9.09)
35.27
7.73
51.68
40.67
71.02
(11.34)
(28.14)
11.99
19.72
71.40
112.07
183.09
171.75
19.72
71.40
112.07
183.09
171.75
143.61
Adjustment for:Inventories
Sundry Debtors
Other Current Assets
Current Liabilities
Cash Generated from Operations
Tax Paid
Cash Generated before Prior Year Adjustment-
Income Tax Refund
NET CASH FROM OPERATING ACTIVITIES (A)
(B) CASH FLOW FROM INVESTING ACTIVITIES:
(128.18)
Addition in Fixed Assets
Addition in Investment
Sale Proceeds of Fixed Assets
Loans & Advances
Misc. Income
Interest Received
Dividend Received
NET CASH USED IN INVESTING OPERATING
ACTIVITIES (B)
(C) CASH FLOW FROM FINANCING ACTIVITIES:
(96.99)
Dividend Paid
Interest Paid
Dividend Tax Paid
Working Capital Loans from Bank
Increase in Secured Loan
Increase in Unsecured Loan
Increase in Fixed Deposits with Bank
NET CASH USED IN FINANCING ACTIVITIES (C)
Net Increase/Decrease in Cash & Cash Equivalents
(A+B+C)
Cash & Cash Equivalents at the begning of the year
Cash & Cash Equivalents at the closing of the
year/period
(83.61)
(10.67)
53.48
58.78
(85.13)
(39.38)
(203.52)
134
ANNEXURE-VI
STATEMENT OF SECURED LOAN AS ON 31 DECEMBER 2005
(Rs. in Lakhs)
PARTICULARS
OF LOANS
A. Term Loans
Bank
Indian Overseas
Bank
Sanctioned
Amount
Outstanding
219.00
133.02
Rate of
Interest
P.A.
13.0%
Repayment
of Terms
7.30 per
month
Indian Overseas
Bank
200.00
87.53
13.5%
4.00 per
Securities offered
First Charge of existing Fixed Assets of
the Co. (except office premises)
First Charge on Fixed Assets acquired /
to be acquired for Bio-Compost, Ethonol
& ETP plant
month
Central Bank of
India
Central Bank of
India
10.00
5.95
20.00
17.85
13.0%
13.0%
B-Working
Capital Facility
Indian Overseas bank
C.Hire Purchase
Loans
Indian Overseas
Bank
Ammco
Bank
ICICI Bank
Citi bank
HDFC Bank
Kotak Mahindra
Primes
200.00
198.76
190.00
191.25
60.00
58.24
47.71
15.05
41.88
14.61
Standard Chartered
Bank
0.45
812.30
GRAND TOTAL
135
13.0%
0.35 per
month
0.75 per
month
Hypothecation of Genset
First Charge on specifc land
Hypothecation of the Company's
entire current assets & collateral
security of specified immovable
assets of the Company & personal
guarantee of the Managing
Directors
Pledge of Fixed deposit
Receipt
Pledge of US-64 Bond
Hypothecation of specified
vehicles
DETAIL OF SECURED LOANS--- Contd.
PARTICULARS
31-Mar-01 31-Mar-02
WORKING CAPITAL
CASH CREDIT
Indian Overease bank
0.00
0.00
ICICI Bank
0.00
89.12
AGAINST FDR0.00
0.00
Ammco Bank
Bank of Baroda
6.39
7.09
Central Bank of India
142.34
24.14
Indian Overease bank
0.00
0.00
Punjab National Bank
42.27
22.82
State bank of India
38.19
56.14
229.19
199.31
TOTAL (A)
TERM LOAN
From Financial Institution
U.P.F.C.
243.42
451.49
From Bank
State Bank of India
53.48
30.90
Indian Overseas bank
0.00
0.00
Central Bank of India
0.00
12.01
ICICI Bank
0.00
50.00
TOTAL (B)
296.90
544.40
31-Mar-03
31-Mar-04
31-Mar-05
31-Dec-05
0.00
120.08
0.00
0.00
199.20
0.00
198.76
0.00
0.00
0.00
24.63
0.00
262.59
71.19
478.49
113.27
0.00
45.26
0.00
228.87
181.77
569.17
44.93
0.00
19.87
190.00
0.00
0.00
454.00
58.24
0.00
0.00
191.25
0.00
0.00
448.25
476.42
343.89
0.00
0.00
28.33
0.00
0.00
40.00
544.75
0.00
0.00
3.68
129.07
476.64
0.00
206.84
7.92
58.91
273.67
0.00
220.55
23.80
0.00
244.35
62.74
0.00
0.00
0.00
0.00
0.00
62.74
1085.98
0.00
36.34
0.00
6.89
0.00
8.13
51.36
1097.17
0.00
25.73
0.00
27.54
0.00
1.61
54.88
782.55
0.00
47.71
15.05
41.88
14.61
0.45
119.70
812.30
HIRE PURCHASE
Auto Loan
ICICI Bank
Citi Bank
H.D.F.C. Bank
Kotak Mahindra Prime
Standard Chartered Bank
TOTAL (C )
TOTAL (A+B+C)
20.63
0.00
0.00
0.00
0.00
0.00
20.63
546.72
40.41
0.00
0.00
0.00
0.00
0.00
40.41
784.12
136
ANNEXURE-VII
STATEMENT OF UNSECURED LOANS
Rs. in Lakhs
Details Unsecured Loans
Particulars
From Directors
From Others
TOTAL
Rate of Interest
Repayment Terms
31-Mar-01 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-05 31-Dec-05
11.31
104.24
11.31
11.31
45.96
26.96
79.05
254.73
340.29
504.11
456.90
649.87
90.36
358.97
351.60
515.41
502.86
676.83
Bearing no Bearing no Bearing no Bearing no Bearing no Bearing no
interest
interest
interest
interest
interest
interest
Payable on Payable on Payable on Payable on Payable on Payable on
Demand
Demand
Demand
Demand
Demand
Demand
137
ANNEXURE-VIII
STATEMENT OF QUOTED INVESTMENTS
QUOTED INVESTMENT
31.12.2005
31.03.2005
No.Shares
Amount
Equity Shares in Companies
3i Infotech Limited
1115
1.44
Allahabad Bank
1850
1.50
Allsec Technologies Limited
849
1.79
Amforge Industries Ltd
808
1.57
Ashok Leyland Ltd
5150
1.51
Balaji Telefilms Ltd
682
0.89
Bharat Electronics Ltd
105
0.80
Century Textiles & Industries Ltd
1720
5.20
Dena Bank
4600
1.65
Elgi Equipments Ltd
2625
1.54
E-Merck India Ltd
309
1.43
Eveready Industries India Ltd
1427
1.70
Federal Bank Ltd
800
1.49
Finolex Cables Ltd
570
1.57
Glaxo Smithkline Consumer Healthcar
97
0.42
Great Eastern Shipping Company Ltd
920
1.90
ICI (India) Ltd
474
1.56
Indoco Remedies Ltd
265
0.91
Industrial Development Bank Of India
1560
1.66
KRBL
1150
1.53
Madras Cements Ltd
94
1.38
Mawana Sugars Ltd
1585
1.81
Natco Pharma Ltd
1229
1.62
National Organic Chemical Inds. Ltd
4859
1.45
Nava Bharat Ferro Alloys Ltd
2150
1.67
Shree Cement Ltd
177
0.85
Siemens Ltd
47
1.33
Sonata Software Ltd
4707
1.49
Sterlite Industries (India) Ltd
55
0.48
Tata Teleservices (Maharashtra) Ltd
6900
2.04
Television Eighteen India Ltd
553
2.08
Ultratech Cemco Ltd
Madhucon Porjects Ltd.
Bharat Forge Ltd
Mardudheshwar Ceramics Ltd.
Reliance Ind. Ltd
Rasandik Engg. Ind.
Engineers India Ltd
Shiv-vani Univeral Ltd
Esab India Ltd
Kalpataru Power Transmission
JSW Steel Ltd
Manglore Refinery And P.
Wheels India
M M Forgings Ltd.
Torrent Power Aec. Ltd
Thirumalai Chemicals Ltd.
Torrenti Cabel Ltd
Deepak Fertilizers & Petrochemical
Usha Martin Ltd
Ador Welding Ltd
Adlab Films Ltd
TOTAL Rs.
Market Value of Quoted Investment
330
1776
966
2900
408
1267
468
1321
584
276
1037
4956
572
704
742
1018
486
1311
685
265
144
1.48
3.82
3.17
3.73
3.14
2.59
2.26
2.99
2.32
1.76
3.14
2.84
2.21
1.75
1.66
1.75
1.22
1.18
1.32
0.75
0.43
93.77
98.16
138
-
(Rs. In Lakhs)
31.03.2004
-
31.03.2003
-
31.03.2002
31.03.2001
-
-
ANNEXURE-IX
STATEMENT OF SUNDRY DEBTORS
Particulars as at
Unsecured (Considered Goods
unless otherwise stated)
Less than 6 months
Considered Good associated co.
Considered Good others
More than 6 months
Considered Good associated co.
Considered Good others
Considered Doubtful
Less: Provision for Doubfull debts
Total
Rs. in Lakhs
31-Mar-01
31-Mar-02
31-Mar-03
31-Mar-04
31-Mar-05
31-Dec-05
296.38
323.22
19.23
660.77
351.69
539.23
946.28
1.21
10.51
68.36
376.46
1.21
18.27
57.42
400.12
68.79
43.49
792.28
16.83
35.47
74.91
478.90
16.83
24.57
14.92
595.55
8.49
6.31
8.85
969.93
ANNEXURE-X
STATEMENT OF LOAN & ADVANCES
Rs. in Lakhs
Considered Good unless
otherwise stated
Unsecured,Advances Recoverable
in cash or in kind
Considered Good
Considered Doubtful
Other Recoverable
Security & Other Deposits
Advance Tax & TDS
Total
31-Mar-01
133.93
12.17
97.04
39.58
11.31
294.02
31-Mar-02
112.96
22.38
148.41
40.40
7.25
331.40
31-Mar-03
178.09
12.28
283.47
36.93
52.55
563.32
31-Mar-04
107.47
32.93
175.20
25.41
63.36
404.37
31-Mar-05
213.52
0.35
393.39
10.18
38.99
656.43
31-Dec-05
538.45
255.88
17.04
55.39
866.76
Note: No amount is due from Promoters/Promoter’s Group/Group Companies/ Directors/ Relatives of Directors.
139
ANNEXURE-XI
STATEMENT OF CONTINGENT LIABILITIES
Rs. In Lakhs
Particulars
31-Mar-01
Bank Guarantee
Sales Tax matter in appeal
Claim not acknowledged
as debts
Total
Sales Tax deposited against
disputed demands in appeal
Margin paid for Bank
Guarantee
Total
31-Mar-02
31-Mar-03
31-Mar-04
31-Mar-05
31-Dec-05
11.35
410.49
11.35
891.07
11.35
24.25
36.35
38.66
36.35
32.24
40.71
19.91
152.41
574.25
152.41
1,054.83
143.65
179.25
143.65
218.66
143.65
212.24
143.65
204.27
2.95
2.95
8.84
18.12
13.90
7.03
11.35
14.30
11.35
14.30
11.35
20.19
19.85
37.97
19.85
33.75
21.21
28.24
Nos. of
Share
Class of
Shares
ANNEXURE-XII
STATEMENT OF DIVIDEND PAID
Financial Year/
Period
31-Mar-01
31-Mar-02
31-Mar-03
31-Mar-04
31-Mar-05
31-Dec-05
Dividend
(%)
18
36
10
10
10
-
Dividend
Dividend
Dividend per
Amt(Rs. in Tax (Rs. in
share (Rs)
Lacs)
Lacs)
1.8
9699210
1066913
3.6
19398420
1978640
1
5388450
565788
1
5388450
690395
1
5388450
756000
-
140
5388450
5388450
Equity Share
5388450
of Rs.10/5388450
Each
5388450
8621520
ANNEXURE-XIII
STATEMENT OF ACCOUNTING RATIOS
Particulars
31-Mar-01
31-Mar-02
31-Mar-03
31-Mar-04
31-Mar-05
Period ended
31/12/05
EARNING PER SHARE (EPS)
Net Profit after Tax attributable to Equity
Share Holders
(Rs. In Lacs)
No. of Shares
Nominal Value of Share
(Rs.)
Earning per Share (EPS) (Rs.)
154.98
217.56
68.57
134.76
145.49
401.70
8621520
8621520
8621520
8621520
8621520
8621520
10/-
10/-
10/-
10/-
10/-
10/-
1.80
2.52
0.80
1.56
1.69
4.65
Return on Net Worth (RONW)
Profit after Tax (Rs. in Lacs)
(A)
154.98
217.56
68.57
134.76
145.49
401.70
Net Worth
(B)
1424.82
1428.63
1390.40
1262.81
1346.86
1748.56
(A/B)
10.88
15.22
4.93
10.67
10.80
22.97
(Rs. in Lacs)
RONW %
Net Assets Value Per Share
Total Assets (Rs. In Lacs)
(A)
3122.03
3791.55
4767.50
4677.72
4602.88
5764.47
Total Liabilities (Rs. In Lacs)
(B)
1697.21
2362.92
3377.10
3414.91
3256.02
4015.91
Assets Value (Rs. In Lacs) (C)=(A-B)
1424.82
1428.63
1390.40
1262.81
1346.86
1748.56
No. of Shares
8621520
8621520
8621520
8621520
8621520
8621520
16.53
16.57
16.13
14.65
15.62
20.28
(D)
Net Assets Value Per Share (Rs.)- (C/D)
The ratios have been computed as below:
Basic Earning per share (Rs.) =
Return on Net Worth (%)
=
Net Assets Value Per Share
(Rs.)
=
Net Profit after Tax restated attributable to Equity Share Holders
----------------------------------------------------------------------------------Number of Equity Shares Outstanding during the Year/Period (as adjusted)
Net Profit after Tax as restated
----------------------------------------------------------------------Net Worth as restated, at the end of the Year/Period
Net Worth, as restated, at the end of the Year/Period
--------------------------------------------------------------------------------------Number of Equity Shares Outstanding during the Year/Period (as adjusted)
Note: 3233070 bonus equity shares of Rs. 10/- each were issued as fully paid up in the ratio of 3 equity
shares for 5 existing shares pursuant to special resolution passed by shareholders at the Extra Ordinary
General Meeting held on 28.10.05. Accordingly in computing the Earning Per Share as well as the Net
Asset value per share, the additional share issued by way of bonus share have also been considered for
each of the preceding financial years reflected above.
141
ANNEXURE-XIV
CAPITALISATION STATEMENT
Rs. in Lakhs
Particulars
Short Term Debt
Long Term Debt
Total Debt
Shareholder’s Fund
Share Capital
Reserves & Surplus *
Sub-Total
Less: Preliminary Expenses not written off
Total Shareholders Fund
Long Term Debt/Equity
*
**
Pre-issue as at
31.12.05
1125.08
364.05
1489.13
Post Issue (at an offer price
of Rs.85/-)
1125.08
364.05
1489.13
862.15
886.41
1748.56
NIL
1748.56
0.85 : 1
1309.25
1221.74
2530.99
**
2530.99
Net of Revaluation Reserve of Rs.488.76 Lacs.
Information pertaining to share issue expenses can be ascertained only after completion of Public Issue
process.
142
ANNEXURE-XV
STATEMENT OF TAX SHELTERS
Particulars
FINANCIAL YEAR
Profit & Loss as per book of account
Rs. in Lakhs
31-Mar-01
162.11
31-Mar-02
233.65
31-Mar-03
78.71
As at
31-Mar-04
198.74
31-Mar-05
216.05
31-Dec-05
590.76
Tax rates (Normal including surcharge)
38.55
35.70
36.75
35.88
36.59
33.66
Notional Tax Payable at Normal Rates
64.12
83.41
28.92
71.30
79.05
198.85
(53.50)
(38.91)
-
(13.15)
(26.30)
(26.30)
Capital Gains as per return
1.23
10.17
-
-
-
-
Disallownace as per return
1.56
3.54
6.10
4.63
3.52
-
(0.10)
(0.10)
(0.11)
(0.12)
(0.12)
-
(66.68)
(138.25)
(65.22)
(97.33)
(40.84)
(124.59)
ADJUSTMENT
Permanent Difference
Tax Free Income
Other Adjustment
Timing Difference
Difference between Tax depreciation & book
depreciation
5.02
5.43
(1.93)
2.10
0.72
5.76
Other Adjustment
-
-
-
-
1.56
-
Net Adjustment
(112.47)
(158.12)
(61.16)
(103.87)
(61.46)
(145.13)
(44.48)
(56.45)
(22.48)
(37.27)
(22.49)
(48.85)
Total Taxation
19.64
26.96
6.44
34.03
56.56
150.00
Tax on Brought Forward unabsorbed
depreciation
19.64
9.65
-
-
-
-
-
17.31
6.44
34.03
56.56
150.00
109.85
-
-
-
-
-
9.48
-
-
-
-
-
Disallownaces u/s 43-B
Tax Saving thereon
Normal Tax Payable
Taxable Income as per MAT
Tax as per Income Tax Return (MAT Tax)
Notes:
i. The figures in the above statement for the period ended 31st December 2005 are provisional and would be
finalized at the year end only.
ii. The figures for all other years are as per the Income Tax Returns submitted.
143
ANNEXURE – XVI
STATEMENT OF QUALIFICATION IN AUDITOR’S REPORT
A. On the accounts of the Financial Year 2000-2001
Para 2 of the Auditor’s Report is as under:
(f)
In our opinion and to the best of our information and according to the explanation given to us, the said
accounts, subject to Non Provision of (a) Claims and penalty amounting to Rs. 5,62,90,091.48 as
referred in Note-2 and (b) Doubtful debts and advances amounting to Rs. 68,36,087.00 &
Rs. 12,17,025.00 respectively as referred to in Note-4.
Management Reply
The claims and penalties are disputed in appeal at various stages and the management is hopeful that there
would be no liability on the company. The provision for doubtful debts and advances had not been considered
necessary as management is making all efforts for the recovery of these amounts and is hopeful of recovery in
the normal course of business.
B. On the accounts of the Financial Year 2001-2002
Para 2 of the Auditor’s Report is as under:
(f)
In our opinion and to the best of our information and according to the explanation given to us, the said
accounts, subject to Non Provision of (a) Claims and penalty amounting to Rs. 10,43,48,308.12 as
referred in Note-2 (b) Doubtful debts and advances amounting to Rs. 57,42,250.00 & Rs. 22,37,585.00
respectively as referred to in Note-4 and (c) Diminution in the value of investment in US-64, which in
our opinion is permanent in nature.
Management Reply
The claims and penalties are disputed in appeal at various stages and the management is hopeful that there
would be no liability on the company. The provision for doubtful debts and advances had not been considered
necessary as management is making all efforts for the recovery of these amounts and is hopeful of recovery in
the normal course of business. Further, the diminution in the value of investment in US-64 is temporary only
due to market fluctuation and as such no provision is considered necessary.
C. On the accounts of the Financial Year 2002-2003
Para 2 of the Auditor’s Report is as under:
(f)
In our opinion and to the best of our information and according to the explanation given to us, the said
accounts, subject to Non Provision of (a) Claims and penalty amounting to Rs. 1,67,89,669.22 as
referred in Note-2 (b) Doubtful debts and advances amounting to Rs. 43,48,720.00 & Rs. 12,28,394.00
respectively as referred to in Note-3 and (c) Diminution in the value of investment in US-64, which in
our opinion is permanent in nature & amount unascertained.
Management Reply
The claims and penalties are disputed in appeal at various stages and the management is hopeful that there
would be no liability on the company. The provision for doubtful debts and advances had not been considered
necessary as management is making all efforts for the recovery of these amounts and is hopeful of recovery in
the normal course of business. Further, the diminution in the value of investment in US-64 is temporary only
due to market fluctuation and as such no provision is considered necessary.
D. On the accounts of the Financial Year 2003-2004
Para 2 of the Auditor’s Report is as under:
(f)
In our opinion and to the best of our information and according to the explanation given to us, the said
accounts, subject to Non Provision of (a) Claims and penalty amounting to Rs. 1,67,77,103.99 as
144
referred in Note-2 and (b) Doubtful debts and advances amounting to Rs. 74,91,257.00 &
Rs. 32,92,667.00 respectively as referred to in Note-3.
Management Reply
The claims and penalties are disputed in appeal at various stages and the management is hopeful that there
would be no liability on the company. The provision for doubtful debts and advances had not been considered
necessary as management is making all efforts for the recovery of these amounts and is hopeful of recovery in
the normal course of business.
E. On the accounts of the Financial Year 2004-2005
Para 2 of the Auditor’s Report is as under:
(f)
In our opinion and to the best of our information and according to the explanation given to us, the said
accounts, subject to Non Provision of (a) Claims and penalty amounting to Rs. 1,75,88,608.22 as
referred in Note-2 and (b) Doubtful debts and advances amounting to Rs. 14,91,794.00 &
Rs. 34,834.00 respectively as referred to in Note-3.
Management Reply
The claims and penalties are disputed in appeal at various stages and the management is hopeful that there
would be no liability on the company. The provision for doubtful debts and advances had not been considered
necessary as management is making all efforts for the recovery of these amounts and is hopeful of recovery in
the normal course of business.
145
EXISTING BORROWING FACILITIES
The Company has the following existing loans outstanding in its books of accounts:
A.
Indian Overseas Bank, 246, Arya Puri, Town Hall Road, Muzaffarnagar, UP
Date of Sanction
Amount of Sanction Amount Disbursed Amount outstanding
as on 31.12.2005
1. Term Loan
10.12.2004
Rs. 219.00 lakhs
Rs 219.00 lakhs
Rs. 133.02 lakhs
2. Term Loan
02.09.2005
Rs. 200.00 lakhs
Rs
Rs.
98.45 lakhs
87.53 lakhs
3. Cash Credit (Hypothecation) of Rs. 200 lakhs against hypothecation of Stocks
4. Cash Credit (Deposit) of Rs. 190 lakhs against FDR deposit of Rs. 200 lakhs with the Bank.
Terms & Conditions:
i.
The total term loan of Rs. 419 lakhs is secured against hypothecation of assets of Sir Shadi Lal
Distillery & Chemical Works (Unit of SVP Industries Ltd.) acquired against the Term Loan.
ii.
The Term Loan of Rs. 219 lakhs is repayable in 30 Equal Monthly Installments of Rs. 7.30 lakhs each,
commencing from January, 2005. Interest on the loan is levied at BPLR plus 2.50%.
iii.
The term loan of Rs. 200 lakhs is repayable in 50 Equal Monthly Instalments of Rs. 4 lakhs each
commencing from October, 2005. Interest on the loan is levied at BPLR plus 2.75%.
iv.
The advances to be collaterally secured by:
a.
b.
c.
v.
B.
Equitable mortgage of factory land and other land measuring 21.378 hectares owned by SVP
Industries Ltd., and Building thereon.
Hypothecation of other Block of Assets of the unit worth Rs. 77.25 lakhs (WDV as on 31.3.2005)
The residual value of the Prime Security available for the term loan would be available as collateral
security for working capital facilities and vice-versa.
The above borrowings to be guaranteed by the following in their personal capacities:
Mr. Madhav Kumar Swarup
Mr. Prabhat Kumar Swarup
Mr. Govind Swarup
M/s SVP Industries Ltd (Corporate Guarantee)
Central Bank of India, Roorkee Road , Muzaffarnagar
1.
Term Loan:
Loan taken
: Rs. 10 lakhs
Date of Sanction
: 18.6.2004
Outstanding as on 31.12.2005 : Rs. 5.95 lakhs
Security
: Mortgage of DG Set
Rate of Interest
: PLR + 2%
Payment terms
: Equal Monthly Installment of Rs. 35,000 w.e.f August, 2004
2.
Term Loan:
Amount sanctioned
Date of Sanction
Outstanding as on 31.12.2005
Security
Rate of Interest
Payment terms
: Rs. 20 lakhs
: 26.2.2003
: Rs. 17.85 lakhs
: First charge over Land & Building bearing Khasra
No. 62/2 & 62/3 in Village Khanupur,
Muzaffarnagar.
: PLR + 2%
: Equal Monthly Installment of Rs. 75,000 w.e.f September, 2005
146
C.
Adarsh Mahila Mercantile Co-operative Bank Ltd., Muzaffarnagar
Cash Credit (Deposit) facilities:
Amount sanctioned
Date of Sanction
Outstanding as on 31.12.2005
Security
Rate of Interest
D.
: Rs. 60 lakhs
: 13.12.2004
: Rs. 58.24 lakhs
: Pledge of US 64 Bonds of Unit Trust of India
: 13% per annum
State Bank of India, Station Road, Muzaffarnagar
Facility
Security
: Purchase of Demand Bills, Cheques, Drafts up to Rs. 30 lakhs
: Mortgage of property at Khasra No. 112 & 113 situated at Village Jahangirpuri,
Khatauli, Muzaffarnagar.
147
ii.
FINANCIAL INFORMATION OF COMPANIES, FIRMS PROMOTED BY PROMOTERS
The information for the last 3 years based on the audited statements in respect of all the Companies, firms,
ventures, etc. promoted by the promoters irrespective of whether these are covered under section 370 (1)(B)
of the Companies Act, 1956 or are given here-under:
1.
MANSURPUR LEASING & FINANCE PRIVATE LIMITED
This is a company, which falls under the category of same management. The Company was incorporated
on May 2, 1994 with the Registrar of Companies, NCT of Delhi & Haryana, as a limited liability company,
with its registered office at B-67, First Floor, East of Kailash, New Delhi – 110 065. The main business is to
carry on leasing, and financial services.
BOARD OF DIRECTORS
Mr. Madhav Kumar Swarup
Mr. Prabhat Kumar Swarup
Mr. Govind Swarup
SHAREHOLDING
Sl.No.
Name of Shareholder
1.
Mr. Madhav Kumar Swarup
2.
Mr. Prabhat Kumar Swarup
3.
Mr. Govind Swarup
TOTAL
No. of Shares held
3,400
3,400
3,400
10,200
The financial highlights for the last 3 years are given below:
2005
(Audited)
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
(In Rupees)
12,08,745
2004
(Audited)
10,02,681
2003
(Audited)
8,42,845
33,648
10,336
24,888
1,02,000
1,02,000
1,02,000
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
3,537
3.30
(30,111)
1.01
(40,447)
2.44
Net Asset Value (NAV) per share (Rs.)
10.35
7.05
6.03
Networth
1,05,537
71,889
61,553
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs. 10/-.
2. For the calculation of Earnings Per Share and Net Asset Value per Share, the number of equity shares
outstanding at the end of the year has been considered.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or Rights
Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated
for economic offences against the Company and it is not a sick Company within the meaning of Sick
Industrial Companies (Special Provisions) Act, 1985.
2.
GLOBUS AGRONICS LIMITED
The Company has been promoted by Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup.
The Company was incorporated on February 16, 1993 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at C-631, New Friends Colony, New Delhi 110 065. The main business of the Company is to carry on business as manufacturers, fermentators,
distillers, refiners etc of liquor, and dealers of acids, alkalies, inorganic and organic compounds, gases,
chemicals etc.
148
BOARD OF DIRECTORS
Mr. Madhav Kumar Swarup
Mr. Gautam Khandelwal
Mr. Kanshi Parshad Pandey
Wing Commander (Retd.) Ashok Kumar – Whole Time Director
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
SHAREHOLDING
Sl.No. Name of Shareholder
No. of Shares held
1.
Mr. Gautam Khandelwal
22
2.
Mr. Ashok Kumar
22
3.
Mr. Rajat Sangal
34
4.
Mr. S.S. Sharma
22
5.
Mr. Amitabh Sangal
22
6.
Haryana Financial Corporation
1,11,540
7.
B.R.S. Investment Consultants
46,200
8.
Chandbagh Investments Ltd.
57,77,300
9.
Tinna Finex Ltd.
1,10,000
10.
Trans Global Resources Ltd.
4,40,000
11.
SRF Transnational Holdings Ltd.
12,03,300
12.
Mr. Sharan Singh
10
13.
Mr. Anil K. Garg
10
14.
Mr. Rajesh Kumar
12
TOTAL
76,88,494
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 3 years are given below
2005
(Audited)
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
68,10,39,300
2004
(Audited)
48,40,49,296
2003
(Audited)
41,93,49,023
2,393,521
1,801,298
6,70,649
7,68,84,940
7,68,84,940
7,68,84,940
3,91,75,966
0.31
3,67,82,445
0.23
3,49,81,147
0.09
15.10
14.78
14.53
11,60,60,906
11,36,67,385
11,18,66,087
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs. 10/-.
2.
For the calculation of Earnings Per Share and Net Asset Value per Share, number of equity shares
outstanding at the end of the year has been considered.
3.
Net Worth = Share Capital + Reserves & Surplus– Miscellaneous Expenditure.
The Company is in similar business as that of the Issuer Company. Mr. Madhav Kumar Swarup is a
Director and Mr. Ajay Kumar Swarup is the President of this Company, and thus may be considered to be
interested parties.
Besides, 75.14% holding in the Company is held by Chandbagh Investments Ltd., a Company whose
99.96% shareholding is held by Mr. Madhav Kumar Swarup, Mrs. Saroj Rani Swarup (his wife), Mr. Ajay
Kumar Swarup, Mrs. Madhavi Swarup (his wife), and Northern India Alcohol Sales Pvt. Ltd.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
149
Related Business Transactions: The Company has purchased Rectified Spirit from SVP Industries Ltd.
for an amount aggregating Rs. 27,56,000/- during the financial year 2004-05.
For the nine month period ended 31st December, 2005, the Company purchased Rectified Spirit from SVP
Industries Ltd. for an amount aggregating Rs. 24,46,080/-.
3.
ASSOCIATED DISTILLERIES LIMITED
The company has been promoted by Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup.
The Company was incorporated on November 16, 1983, with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at C-631, New Friends Colony, New Delhi110065. The main business is to carry on business as manufacturers, fermentators, distillers, refiners etc
of liquors, acids and alkalies, inorganic and organic compounds, gases, chemicals etc.
BOARD OF DIRECTORS
Mr. Dhruv Kumar
Mr. Rajat Sanghal
Mr. Rajesh Kumar Malik
SHAREHOLDING
Sl.No.
Name of Shareholder
1.
Mr. Anoop Bishnoi
2.
Mr. Ajay Kumar Swarup
3.
Mrs. Vibha Bishnoi
4.
Mr. Krishan Kumar
5.
Mr. Kuldeep Singh
6.
Mr. Chander Mohan
7.
Mr. B.K. Bishnoi
8.
Mr. Sunil Kumar
9.
Surinder Punia
10.
Sandeep Kumar
11.
Hazari Lal
12.
Bhoop Singh
13.
Satpal Godara
14.
Brijender Punia
15.
Arun Kumar Swarup
16.
Madhav Kumar Swarup
17.
Krishan Kumar (HUF)
18.
Jagdish Radh
19.
Jagdish HUF
20.
Hanuman Singh
21.
Ram Kumar
22.
Saroj Swarup
23.
Jasma Devi
24.
Manju Swaroop
25.
Roshani Bishnoi
26.
Madhavi Swaroop
27.
Uttam Kumar
28.
Om Prakash
28.
Vijaypal Godara
29.
Hari Cold Storage & General Mills Co. Pvt. Ltd.
30.
Arun Kumar Swarup & Sons
TOTAL
No. of Shares held
15,000
15,000
20,000
20,000
39,000
39,000
12,000
15,000
10,000
10,000
2,500
5,000
10,000
10,000
25,000
15,000
10,000
15,000
15,000
22,500
17,500
15,000
25,000
20,000
10,000
15,000
7,500
7,500
7,500
75,000
15,000
5,40,000
(As per Annual Return filed on 3.2.2005 for the year ending 31st March, 2004)
150
The financial highlights for the last 5 years are given below:
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
2005
(Audited)
17,39,79,874
2004
(Audited)
18,08,91,089
2003
(Audited)
14,23,57,812
2002
(Audited)
17,17,340,57
2001
(Audited)
18,86,01,529
(5,40,329)
(71,93,964)
6,27,530
(43,91,944)
(31,77,069)
54,00,000
54,00,000
54,00,000
54,00,000
54,00,000
1,85,95,079
Nil
1,91,35,408
Nil
2,63,29,372
1.16
2,57,01,842
Nil
3,00,93786
Nil
44.44
45.44
58.76
57.60
65.73
2,39,95,079
2,45,35,408
3,17,29,372
3,11,01,842
3,54,93,786
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs.10/-.
2.
For the calculation of Earning per share and Net Asset Value per share, number of equity shares
outstanding at the end of the year has been considered.
3.
Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure
The Company is in similar business as that of the Issuer Company. Mr. Ajay Kumar Swarup is the
President of this Company, and thus may be considered to be interested party. Mr. Madhav Kumar
Swarup is an interested party too.
Besides, Mr. Ajay Kumar Swarup, Mrs. Madhavi Swarup (his wife), Mr. Madhav Kumar Swarup, Mrs. Saroj
Rani Swarup (his wife) in combination hold 11.11% of the company’s equity. Mr. Arun Kumar Swarup
(Director of SVP Industries Ltd.), Mrs. Manju Swarup (his wife), and Hari Cold Storage & General Mills
Company Pvt. Ltd., in combination hold 25.22% of the company’s equity. Mr. Arun Kumar Swarup is a
Director in Hari Cold Storage & General Mills Company Pvt. Ltd.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1995.
Related Business Transactions: The Company has purchased Rectified Spirit from SVP Industries Ltd.
for an amount aggregating Rs. 69,22,240/- during the financial year 2004-05, and paid a sum of
Rs. 3,528/- as Overtime to the Workers of Associated Distilleries.
For the nine month period ended 31st December, 2005, the Company has purchased Rectified Spirit for an
amount aggregating Rs. 3,80,70,760/-.
4.
CHANDBAGH INVESTMENTS LIMITED
The Company has been promoted by Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup.
The Company was incorporated on March 18, 1993 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at C-631, New Friends Colony, New Delhi
– 110065. The main business is to carry on business of investment company and financing industrial
enterprises, and to invest in and acquire shares, stocks, debentures, securities etc., and other
investments.
BOARD OF DIRECTORS
Mr. Sharan Singh
Mr. Satish Kumar
Mrs. Saroj Rani Swarup
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
151
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
6.
7.
Name of Shareholder
Mr. Sharan Singh
Mr. Satish Kumar
Mr. Ajay Kumar Swarup
Northern India Alcohol Sales Pvt. Ltd.
Mr. Madhav Kumar Swarup
Mrs. Saroj Rani Swarup
Mrs. Madhavi Swarup
TOTAL
No. of Shares held
10
10
26,160
23,790
10
10
10
50,000
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 5 years are given below
2005
2004
2003
(Audited)
(Audited)
(Audited)
Year Ended March 31
Total Income
2,97,458
4,62,689
10,200
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
(Figures in Rupees)
2002
(Audited)
10,200
2001
(Audited)
10,200
5,00,344
1,62,886
(3,130)
(4,435)
(1,98,010)
5,00,000
5,00,000
5,00,000
2,62,100
2,62,100
53,41,253
48,40,909
46,78,023
46,81,153
46,85,588
10.01
3.26
Nil
Nil
Nil
116.83
106.82
103.56
188.56
188.68
58,41,253
53,40,909
5,178,023
49,42,113
49,45,408
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs. 10/-.
2.
For the calculation of Earnings Per Share and Net Asset Value per Share, the number of equity
shares outstanding at the end of the year has been considered.
3.
Net Worth = Share Capital + Reserves & Surplus – Miscellaneous Expenditure.
Mr. Ajay Swarup, Mrs. Madhavi Swarup (his wife), Mr. Madhav Kumar Swarup, Mrs. Saroj Rani Swarup
(his wife), and Northern Alcohol Sales Pvt. Ltd. (company promoted by Mr. Ajay Kumar Swarup) in
combination hold 99.96% of the company’s equity.
Besides, Mrs. Saroj Rani Swarup, wife of Mr. Madhav Kumar Swarup and mother of Mr. Ajay Kumar
Swarup is a Director of the Company.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
5.
NORTHERN INDIA ALCOHOL SALES PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on May 30, 1988 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at 1A/1, Hospital Road, Jangpura-A, New
Delhi – 100 014. The main business is to carry on business of traders of Whisky, Gin, Rum, Brandy, other
alcohol etc., brokers, traders, bottlers, sale agents and general traders.
152
BOARD OF DIRECTORS
Mr. Sukhmal Chand Jain
Mr. Shyam Sunder Sharma
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
Name of Shareholder
No. of Shares held
Mr. Sharan Singh
50
Mr. Sukhmal Chand Jain
50
Mr. Ajay Kumar Swarup
2,745
Mrs. Madhavi Swarup
250
Mrs. Saroj Rani Swarup
250
TOTAL
3,345
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 5 years are given below
2005
2004
2003
(Audited)
(Audited)
(Audited)
Year Ended March 31
Total Income
9,04,050
13,95,950
13,09,149
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
(Figures in Rupees)
2002
(Audited)
11,71,941
2001
(Audited)
22,69,379
1,01,318
48,026
(96,128)
(1,74,201)
(14,756)
3,34,500
3,34,500
3,34,500
10,000
10,000
(6,367)
(1,07,685)
(1,55,711)
(59,583)
1,14,618
30.29
14.36
Nil
Nil
Nil
98.10
67.81
53.45
Nil
1,246.18
3,28,133
2,26,815
1,78,789
(49,583)
1,24,618
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.100/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & surplus – Miscellaneous Expenditure.
The Company has not done any business of alcohol since incorporation.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. Mr. Ajay Kumar Swarup,
his wife Mrs. Madhavi Swarup, and his mother Mrs. Saroj Rani Swarup hold 97.01% shares in the
company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
6.
RAJASTHAN DISTILLERIES PRIVATE LTD.
The Company has been promoted by Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup.
The Company was incorporated on June 11, 1997 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at C-631, New Friends Colony, New
Delhi-110065. The main business is to carry on business as Trader of Whisky, Gin, and other Alcohol, and
manufacturers, fermentators, distillers, refiners etc of liquor, acids and alkalies, inorganic and organic
compounds, gases, chemicals etc.
153
BOARD OF DIRECTORS
Mr.
Mr.
Mr.
Mr.
Mr.
Madhav Kumar Swarup
K. P. Pandey
Rajat Sangal
Meera Jain
Alok Jain
(As per Annual Return filed on 29.10.2005 for the year ending 31st March, 2005)
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
No. of Shares held
Mr. Alok Jain
10
Mrs. Meera Jain
10
Northern India Alcohol Sales Pvt. Ltd.
10,000
TOTAL
10,020
(As per Annual Return filed on 29.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 3 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
(Figures in Rupees)
2004-05
(Audited)
Nil
2003-04
(Audited)
Nil
2002-03
(Audited)
Nil
Nil
Nil
Nil
1,00,200
1,00,200
1,00,200
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
Nil
Nil
Nil
Nil
Nil
Nil
Net Asset Value (NAV) per share (Rs.)
Nil
Nil
Nil
Networth
(14,06,696)
(14,04,454)
(14,01,754)
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs.10/-.
2.
For the calculation of Earning per share and Net Asset Value per share, number of equity shares
outstanding at the end of the year has been considered.
3.
Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
The Company has not been carrying any business.
Promoted by Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup, Northern India Alcohol Sales Pvt.
Ltd., (a Company in which Mr. Ajay Kumar Swarup and his family owns 97.01% equity), owns 99.8%
equity of this company.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
7.
BIOTECH INDIA LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on May 5, 1994 with the Registrar of Companies, NCT of Delhi & Haryana,
as a limited liability company, with its registered office at N-3, Kalkaji, New Delhi-110019. The main
business is to carry on business of civil, mechanical, electrical engineers etc.
154
BOARD OF DIRECTORS
Mr. Madhav Kumar Swarup
Mr. Ajay Kumar Swarup
Mrs. Madhavi Swarup
Mr. Suhas Vasant Joshi
Mr. Arvind Mayur
(As per Annual Return filed on 25.11.2004 for the year ending 31st March, 2004)
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
Name of Shareholder
Mr. Sharan Singh
Mr. Sukhmal Chand Jain
Mr. Ajay Kumar Swarup
Mr. Suhas Vasant Joshi
Mr. Madhav Kr. Swarup
Mrs. Saroj Rani Swarup
Mrs. Madhavi Swarup
Globus Agronics Ltd.
Associated Distilleries Ltd.
TOTAL
No. of Shares held
10
10
25,510
10
10
10
10
22,430
2,000
50,000
(As per Annual Return filed on 25.11.2004 for the year ending 31st March, 2004)
The financial highlights for the last 3 years are given below
2004-05
(Audited)
Nil
Year Ended March 31
Total Income
Profit after tax (PAT)
(Figures in Rupees)
2003-04
(Audited)
Nil
2002-03
(Audited)
Nil
Nil
Nil
Nil
5,00,000
5,00,000
5,00,000
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
Nil
Nil
Nil
Nil
Nil
Nil
Net Asset Value (NAV) per share (Rs.)
Nil
Nil
Nil
Share Capital
(1)
Networth
(113,029)
(8,767)
(6,187)
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
The Company has not any business since incorporation.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. Mr. Ajay Kumar Swarup,
his wife Mrs. Madhavi Swarup, Mr. Madhav Kumar Swarup, his wife Mrs. Saroj Rani Swarup, Globus
Agronics Ltd., and Associated Distilleries Ltd. together hold 99.94% shares in the company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or Rights
Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated
for economic offences against the Company and it is not a sick Company within the meaning of Sick
Industrial Companies (Special Provisions) Act, 1985.
8.
VITTHAL PROPERTIES PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
155
The Company was incorporated on January 11, 1988 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at 51-A, Friends Colony (East), New
Delhi-110065. The main business is to carry on business of real estate, leasing, selling, purchasing etc of
properties.
BOARD OF DIRECTORS
Mr. Madhav Kumar Swarup
Mr. S.S. Sharma
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mrs. Madhavi Swarup
Mrs. Saroj Rani Swarup
TOTAL
No. of Shares held
1,12,776
74,002
70,722
2,57,500
(As per Annual Return filed on 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 5 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
2004-05
(Audited)
97,883
2003-04
(Audited)
96,000
(Figures in Rupees)
2002-03
(Audited)
96,000
2001-02
(Audited)
24,000
2000-01
(Audited)
45,000
(22,986)
(28,844)
(9,294)
(81,331)
(2,626)
25,75,000
25,75,000
25,75,000
23,00,000
14,80,600
1,00,000
1,00,000
1,00,000
21,463
1,02,794
Nil
Nil
Nil
Nil
Nil
10.36
10.35
10.35
10.04
10.60
26,67,710
26,66,020
26,64,325
23,09,093
15,69,329
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs. 10/-.
2.
For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3.
Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. Mr. Ajay Kumar Swarup,
his wife Mrs. Madhavi Swarup, and his mother Mrs. Saroj Rani Swarup together hold 100% shares in the
company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
9.
JARODA PLANTATION PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on February 2, 1996 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at B-405, New Friends Colony, New
Delhi-110065. The main business is to carry on business of floriculture, horticulture and agriculture
farmhouse, orchids etc.
156
BOARD OF DIRECTORS
Mr. Madhav Kumar Swarup
Mr. Ajay Kumar Swarup
(As per Annual Return filed on 24.11.2004 for the year ending 31st March, 2004)
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup
Ms. Devika Swarup
TOTAL
No. of Shares held
10
10
9,980
10,000
(As per Annual Return filed on 24.11.2004 for the year ending 31st March, 2004)
The financial highlights for the last 3 years are given below
2004-05
(Audited)
8,02,280
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation
reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
2003-04
(Audited)
147,023
2002-03
(Audited)
53,808
6,94,557
117,807
47,794
1,00,000
1,00,000
1,00,000
10,07,856
17,54,954
16,37,147
69.46
11.78
4.78
109.94
184.44
172.45
10,99,401
18,44,387
17,24,468
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
10.
GLOBUS INFOSYS PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on July 3, 1997 with the Registrar of Companies, NCT of Delhi & Haryana,
as a limited liability company, with its registered office at C-631, New Friends Colony, New Delhi-110065.
The main business is to carry on business of development, design and trading of software and other allied
services.
BOARD OF DIRECTORS
Mr. Ashok Kumar
Mr. Sharan Singh
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
157
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
6.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mr. Sharan Singh
Mr. Ashok Kumar
Mr. Madhav Kumar Swarup
Mr. Anil Kumar Garg
Mr. Rajesh Kumar
TOTAL
No. of Shares held
4,850
10
10
2000
2130
1000
10,000
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 3 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation
reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
2004-05
(Audited)
Nil
2003-04
(Audited)
Nil
2002-03
(Audited)
Nil
Nil
Nil
Nil
1,00,000
1,00,000
1,00,000
Nil
nil
Nil
Nil
Nil
Nil
8.01
8.28
8.69
1,00,000
1,00,000
1,00,000
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
The Company does not carry any activities. Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are
interested parties. They together hold 68.5% shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
11.
RAMBAGH ESTATE PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on January 28, 1992 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at C-631, New Friends Colony, New
Delhi-110065. The main business is to carry on business of Real Estate, leasing, selling, purchasing etc of
properties.
BOARD OF DIRECTORS
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
158
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mr. Sharan Singh
Mr. Madhav Kumar Swarup
TOTAL
No. of Shares held
4,610
65
222
4,897
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 3 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation
reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
2004-05
(Audited)
Nil
2003-04
(Audited)
Nil
2002-03
(Audited)
Nil
(7,641)
Nil
Nil
4,89,700
4,89,700
4,89,700
Nil
Nil
Nil
Nil
Nil
Nil
98.52
98.14
98.14
4,82,428
4,80,610
4,80,610
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.100/-.
2. For the calculation of Earning per share and Net Asset Value per share, number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. They together hold
98.67% shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
12.
SHAKTIMAN PROPERTIES PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on January 11, 1988 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at 51-A, Friends Colony (East), New
Delhi-110065. The main business is to carry on business of Real Estate, leasing, selling, purchasing etc of
Immovable properties.
BOARD OF DIRECTORS
Mr. Sukhmal Chad Jain
Mr. Madhav Kumar Swarup
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
159
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mrs. Saroj Rani Swarup
Mrs. Madhavi Swarup
TOTAL
No. of Shares held
83,185
59,995
54,820
1,98,000
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 5 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
(Figures in Rupees)
2004-05
(Audited)
1,26,720
2003-04
(Audited)
1,26,720
2002-03
(Audited)
1,26,720
2001-02
(Audited)
31,866
2000-01
(Audited)
59,400
(30,817)
(38,868)
(11,343)
(1,10,333)
(5,329)
19,80,000
19,80,000
19,80,000
15,00,000
2,62,500
9,87,500
9,87,500
9,87,500
9,00,945
10,11,278
Nil
Nil
Nil
Nil
Nil
14.07
14.21
14.39
15.86
47.56
27,85,917
28,13,934
28,50,002
23,78,545
12,48,578
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure – Debit balance of Profit
& Loss Account.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. Mr. Ajay Kumar Swarup
and his wife Mrs. Madhavi Swarup hold 69.7% of the Company’s equity. Mrs. Saroj Rani Swarup, wife of
Mr. Madhav Kumar Swarup, and mother of Mr. Ajay Kumar Swarup, holds 30.3% in the Company’s
equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
13.
SIDHI ESTATES PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on January 11, 1988 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at 51-A, Friends Colony (East), New
Delhi-110065. The main business is to carry on business of Real Estate, leasing, selling, purchasing etc of
properties.
BOARD OF DIRECTORS
Mr. Mahendra Singh Verma
Mr. Madhav Kumar Swarup
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
160
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mrs. Saroj Rani Swarup
Mrs. Madhavi Swarup
TOTAL
No. of Shares held
77,292
54,044
58,664
1,90,000
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 5 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
(Figures in Rupees)
2004-05
(Audited)
76,800
2003-04
(Audited)
76,800
2002-03
(Audited)
76,800
2001-2002
(Audited)
19,200
2000-01
(Audited)
36,000
(20,052)
(22,376)
(8,388)
(62,276)
(3,845)
19,00,000
19,00,000
19,00,000
18,00,000
9,55,200
2,30,000
2,30,000
2,30,000
2,30,000
2,30,000
Nil
Nil
Nil
Nil
Nil
10.41
10.51
10.62
10.69
11.94
19,78,002
19,96,654
20,17,630
19,24,618
11,40,694
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure – Debit balance of Profit
& Loss Account.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. Mr. Ajay Kumar Swarup
and his wife Mrs. Madhavi Swarup hold 71.56% of the Compay’s equity. Mrs. Saroj Rai Swarup, wife of
Mr. Madhav Kumar Swarup, and mother of Mr. Ajay Kumar Swarup, holds 28.44% in the Company’s
equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
14.
RIDHI ESTATES PRIVATE LIMITED
The Company has been promoted by Mr. Ajay Kumar Swarup and Mr. Madhav Kumar Swarup.
The Company was incorporated on January 11, 1988 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at 51-A, Friends Colony (East), New
Delhi-110065. The main business is to carry on business of Real Estate, leasing, selling, purchasing etc of
properties.
BOARD OF DIRECTORS
Mr. Satish Kumar
Mr. Madhav Kumar Swarup
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
161
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Ajay Kumar Swarup
Mrs. Saroj Rani Swarup
Mrs. Madhavi Swarup
TOTAL
No. of Shares held
1,07,030
69,260
71,210
2,47,500
(As per Annual Return filed 27.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 5 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
(Figures in Rupees)
2004-05
(Audited)
84,480
2003-04
(Audited)
84,480
2002-03
(Audited)
84,480
2001-02
(Audited)
21,120
2000-01
(Audited)
7,61,100
(22,463)
(25,065)
(8,635)
(70,363)
(3,547)
24,75,000
24,75,000
24,75,000
23,00,000
14,58,000
56,000
56,000
56,000
56,000
56,000
Nil
Nil
Nil
Nil
Nil
9.65
9.73
9.83
9.85
10.23
23,88,196
24,09,259
24,32,924
22,65,159
14,92,122
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure – Debit balance of Profit
& Loss Account.
Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup are interested parties. Mr. Ajay Kumar Swarup ad
his wife Mrs. Madhavi Swarup hold 72.02% of the Compay’s equity. Mrs. Saroj Rani Swarup, wife of
Mr. Madhav Kumar Swarup, and mother of Mr. Ajay Kumar Swarup, holds 27.98% in the Company’s
equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
15.
INTINEX INDIA PRIVATE LIMITED
The Company has been promoted by Mr. Madhav Kumar Swarup.
The Company was incorporated on June 21, 1983 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at B-270, IInd Floor, Greater Kailash-I,
New Delhi-110048. The main business is to carry on business of manufacturing, selling and dealing with
textiles, garments etc.
BOARD OF DIRECTORS
Mr. Sukhmal Chand Jain
Mr. Virendra Kumar Sharma
(As per Annual Return filed 29.10.2005 for the year ending 31st March, 2005)
162
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
Name of Shareholder
Mr. Sukhmal Chand Jain
Mrs. Saroj Rani Swarup
Mr. Madhav Kumar Swarup
Mr. Pankaj Kumar
Mr. Sharan Singh
TOTAL
No. of Shares held
50
498
400
2
50
1,000
(As per Annual Return filed 29.10.2005 for the year ending 31st March, 2005)
The financial highlights for the last 3 years are given below
Year Ended March 31
Total Income
2004-05
(Audited)
Nil
2003-04
(Audited)
Nil
2002-03
(Audited)
Nil
Nil
Nil
Nil
Profit after tax (PAT)
Share Capital
(1)
(Figures in Rupees)
1,00,000
1,00,000
1,00,000
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
56,626
Nil
56,626
Nil
56,626
Nil
Net Asset Value (NAV) per share (Rs.)
143.28
143.28
143.28
Networth
1,43,276
1,43,276
1,43,276
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.100/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
3. Net worth = Share Capital + Reserve & Surplus – Miscellaneous Expenditure.
The Company does not carry any activities.
Mr. Madhav Kumar Swarup is an interested party. Mr. Madhav Kumar Swarup and his wife Mrs. Saroj Rani
Swarup, wife of Mr. Madhav Kumar Swarup, together hold 89.8% shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
16.
HARAR FOOD PRODUCTS PRIVATE LIMITED
The Company has been promoted by Mr. Govind Swarup.
The Company was incorporated on June 20, 1970 with the Registrar of Companies, Uttar Pradesh &
Uttaranchal, Kanpur, as a limited liability company, with its registered office at Ram Bagh, Jansath Road,
Muzaffarnagar, U.P. - 251001. The main business is to carry on farming activities.
BOARD OF DIRECTORS
Mrs. Ved Vati Swarup
Mr. Govind Swarup
Mrs. Vibha Swarup
Mrs. Preetika Swarup
163
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
Name of Shareholder
Mrs. Ved Vati Swarup
Mr. Govind Swarup
Mrs. Vibha Swarup
Mrs. Preetika Swarup
TOTAL
No. of Shares held
190
570
228
12
1,000
The financial highlights for the last 3 years are given below
2004-05
(Audited)
2,62,716
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
2003-04
(Audited)
2,23,621
2002-03
(Audited)
2,59,855
1,01,505
66,808
1,00,515
1,00,000
1,00,000
1,00,000
6,15,709
101.51
5,25,607
66.81
4,70,049
100.52
715.71
625.61
570.05
7,15,709
6,25,607
5,70,049
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs.100/-.
2.
For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
Mrs. Ved Vati Swarup and Mr. Govind Swarup are interested parties. Mr. Govind Swarup & Mrs. Ved Vati
Swarup, hold 76% shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
17.
HARSH DAIRIES PRIVATE LIMITED
The Company has been promoted by Mr. Govind Swarup.
The Company was incorporated on June 20, 1970 with the Registrar of Companies, Uttar Pradesh &
Uttaranchal, Kanpur, as a limited liability company, with its registered office at Ram Bagh, Jansath Road,
Muzaffarnagar, U.P. - 251001. The main business is to carry on farming activities.
BOARD OF DIRECTORS
Mrs. Ved Vati Swarup
Mr. Govind Swarup
Mrs. Vibha Swarup
Mrs. Preetika Swarup
164
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
Name of Shareholder
Mrs. Ved Vati Swarup
Mr. Govind Swarup
Mrs. Vibha Swarup
Mrs. Preetika Swarup
TOTAL
No. of Shares held
120
720
120
40
1,000
The financial highlights for the last 3 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
2004-05
(Audited)
3,37,151
2003-04
(Audited)
3,31,025
1,02,212
1,39,250
87,723
1,00,000
1,00,000
1,00,000
11,01,909
102.21
10,09,700
139.25
8,81,699
87.72
1201.91
1109.70
981.70
12,01,909
2002-03
(Audited)
2,51,864
11,09,700
9,81,699
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.100/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
Mrs. Ved Vati Swarup and Mr. Govind Swarup are interested parties. Mr. Govind Swarup and Mrs. Ved Vati
Swarup, hold 84% shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
18.
SWARUP FIBRE INDUSTRIES LIMITED
The Company has been promoted by Mr. Prabhat Kumar Swarup.
The Company was incorporated on July 17, 1965 with the Registrar of Companies, Uttar Pradesh &
Uttaranchal, Kanpur, as a limited liability company, with its registered office at Ram Bagh, Jansath Road,
Muzaffarnagar, U.P. - 251001. The Company has no business activity.
BOARD OF DIRECTORS
Mr. Prabhat Kumar Swarup
Mr. Adarsh Swarup
Mr. Ramesh Kumar Garg
165
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Name of Shareholder
Mr. Prabhat Kumar Swarup
Mr. Adarsh Swarup
Prabhat Kumar Swarup & Sons (HUF)
Mr. Sunil Kumar Jalan
Mrs. Neera Jalan
Mrs. Jyotsna Swarup
Mr. Gopal Das Swarup
Mr. Anand Swarup Maheshwari
Mr. Chander Bhan Singh
Mr. Nitya Nand Dev
Mr. Jagnath
Mr. Narayan Chand Sinha
Mr. Jawahar Lal Gupta
Mr. S.K.P. Sinha
TOTAL
No. of Shares held
2,500
13,375
40,825
100
350
6,000
3,500
50
200
200
200
200
500
2,000
70,000
The financial highlights for the last 5 years are given below
(Figures in Rupees)
Year Ended March 31
Total Income
2004-05
(Audited)
19,797
2003-04
(Audited)
5,03,707
2002-03
(Audited)
7,46,595
2001-02
(Audited)
18,96,403
2000-01
(Audited)
51,76,247
Profit after tax (PAT)
(5,64,792)
(2,77,968)
(11,23,906)
(1,14,114)
(9,64,686)
18,41,650
18,41,650
18,41,650
18,41,650
18,41,650
27,225
27,225
27,225
27,225
27,225
-
-
-
-
-
-
-
-
-
-
(40,04,845)
(34,40,053)
Share Capital
(1) (including Share
Application Money of Rs. 11,41,650)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
(31,62,085)
(19,38,179) (19,24,065)
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. For the calculation of Earning per share and Net Asset Value per share, the number of equity shares
outstanding at the end of the year has been considered.
Mr. Prabhat Kumar Swarup is an interested party. Mr. Prabhat Kumar Swarup and Mr. Adarsh Swarup
together hold 22.67% shares in the Company’s equity. Prabhat Kumar Swarup & Sons (HUF) hold 58.32%
shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is a sick Company within the meaning of Sick
Industrial Companies (Special Provisions) Act, 1985.
19.
SHREE GOPAL STEELS LIMITED
The Company has been promoted by Mr. Prabhat Kumar Swarup.
The Company was incorporated on September 7, 1973 with the Registrar of Companies, NCT of Delhi &
Haryana, as a limited liability company, with its registered office at D-15, Maharani Bagh, Ring Road, New
Delhi. The Company has had no business activity since incorporation.
166
BOARD OF DIRECTORS
Mr. Prabhat Kumar Swarup
Mr. Sanjiv Swarup
Mr. Chandra Shekar
SHAREHOLDING
Sl.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Name of Shareholder
Mrs. Asha Swarup
Mr. Arun Bharat Ram
Seth Chandra Shekar Nath
Mr. Dharma Vira
Mr. Gopal Raj Swarup
Mrs. Jyotsna Swarup
Kumar Cold Storage & General Mills (P) Ltd.
Mr. Keshav Swarup
Seth Kashmiri Lal Jain
Seth Manmohan Nath
Seth Prithvi Nath
Mr. Pramod Kumar Jain
Mr. Prabhat Kumar Swarup
Mr. Rajendra Kumar Bansal
Mr. Somesh Chand Trikha
Mrs. Shaila Jain
Mrs. Savita Swarup
Mr. Vinod Kumar Jain
TOTAL
No. of Shares held
5,100
100
10,150
100
13,500
20,100
10,000
7,600
6,100
500
58,350
13,000
17,600
100
100
1,900
5,100
6,600
1,76,000
The financial highlights for the last 3 years are given below
2004-05
(Audited)
-
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding revaluation reserve)
Earnings per share (EPS) (Rs.)
Net Asset Value (NAV) per share (Rs.)
Networth
(Figures in Rupees)
2003-04
(Audited)
-
2002-03
(Audited)
-
-
-
-
17,60,000
17,60,000
17,60,000
-
-
-
9.85
9.85
9.85
17,33,585
17,33,585
17,33,585
Source: Audited Financial Statements
Notes:
1.
Face value of each equity share is Rs.10/-.
2.
The Company has not commenced any business since its incorporation so the Total Income, Profit
after Tax, Reserves & Surplus, and Earning Per Share are nil.
3.
For the calculation of Earning per share and Net Asset Value per share, number of equity shares
outstanding at the end of the year has been considered.
The Company does not carry any activities.
Mr. Prabhat Kumar Swarup is an interested party. Mr. Prabhat Kumar Swarup holds 10% shares in the
Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
167
20.
MEENAKSHI INDUSTRIES & FINANCE PRIVATE LIMITED
The Company has been promoted by Mr. Govind Swarup.
The Company was incorporated on December 9, 1960 with the Registrar of Companies, Uttar Pradesh &
Uttaranchal, Kanpur, as a limited liability company, with its registered office at Ram Bagh, Jansath Road,
Muzaffarnagar. The main business is to carry on financial services and share trading.
BOARD OF DIRECTORS
Mr. Govind Swarup
Mrs. Ved Vati Swarup
Mrs. Vibha Swarup
SHAREHOLDING
Sl.No.
1.
2.
3.
Name of Shareholder
Mr. Govind Swarup
Mrs. Vibha Swarup
Mrs. Ved Vati Swarup
TOTAL
No. of Shares held
12,100
8,000
4,100
24,200
The financial highlights for the last 5 years are given below
Year Ended March 31
Total Income
Profit after tax (PAT)
Share Capital
(1)
Reserves (excluding
revaluation reserve)
Earnings per share (EPS)
(Rs.)
Net Asset Value (NAV) per
share (Rs.)
Networth
2004-05
(Audited)
1,34,997-
2003-04
(Audited)
1,35,658
(Figures in Rupees)
2002-03
(Audited)
1,35,407
2001-02
(Audited)
32,564
2000-01
(Audited)
50,694
(9,317)
(10,607)
(32,842)
1,165
8,124
2,42,000
2,42,000
2,42,000
2,42,000
2,42,000
8,74,674
8,90,442
9,01,050
9,27,998
9,26,832
-
-
-
0.05
0.34
46.14
46.80
47.23
48.09
47.72
11,16,674
11,32,442
11,43,050
1,16,386
11,54,810
Source: Audited Financial Statements
Notes:
1. Face value of each equity share is Rs.10/-.
2. The Company has not commenced any business since its incorporation so the Total Income, Profit after
Tax, Reserves & Surplus, and Earning Per Share are nil.
3. For the calculation of Earning per share and Net Asset Value per share, number of equity shares
outstanding at the end of the year has been considered.
Mr. Govind Swarup and Mrs. Ved Vati Swarup are interested parties. Mr. Govind Swarup & Mrs. Ved Vati
Swarup hold 66.94% shares in the Company’s equity.
Share Quotation
The Company is not listed in any Stock Exchange. The Company has not come out with any Public or
Rights Issue since inception.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been
initiated for economic offences against the Company and it is not a sick Company within the meaning of
Sick Industrial Companies (Special Provisions) Act, 1985.
21.
R.B. Jagdish Prasad & Co.
R.B. Jagdish Prasad & Co. was formed on January 1, 1982. The principal business office of the firm is at
Meerut Road, Near Meenakshi Cinema, Muzaffarnagar, Uttar Pradesh. The principal activity of the firm is
to engage in cold storage business.
168
Name of Partners
Sl.No.
Name of Partner
1.
Mrs. Ved Vati Swarup
2.
Mrs. Vibha Swarup
3.
Mr. Harsh Swarup
4.
Mr. Mool Chand
5.
Mr. Shiv Narayan
TOTAL
Ratio in Partners Capital Account
40,000.00
40,000.00
40,000.00
60,000.00
60,000.00
2,40,000.00
The financial highlights for the last 3 years are given below
Year ended March 31
2003-04
Partners’ Capital
Income
(Figures in Rupees)
2002-03
2001-02
2,40,000
2,40,000
2,40,000
11,61,255
10,99,433
10,89,974
-
-
Profit/(Loss) After Tax
-
Source: Audited Financial Statements
22.
Jagdish Brahma Ice Factory
Jagdish Brahma Ice Factory was formed on January 1, 1982. The principal business office of the firm is at
Meerut Road, Near Meenakshi Cinema, Muzaffarnagar, Uttar Pradesh. The principal activity of the firm is
to engage in the business of Ice production.
Name of Partners
Sl.No.
Name of Partner
1.
Mrs. Ved Vati Swarup
2.
Mrs. Vibha Swarup
3.
Mr. Harsh Swarup
4.
Mr. Mool Chand
5.
Mr. Shiv Narayan
TOTAL
Ratio in Partners Capital Account
16,666.67
16,666.67
16,666.67
25,000.00
25,000.00
1,00,000.00
The financial highlights for the last 5 years are given below
Year ended March 31
2004-05
2003-04
2002-03
Partners’ Capital
1,00,000
1,00,000
1,00,000
1,00,000
1,00,000
-
-
-
-
-
(300)
(410)
(1,030)
(590)
(1,266)
Income
Profit/(Loss) After Tax
(Figures in Rupees)
2001-02
2000-01
DETAILS OF COMPANIES/FIRMS FROM WHICH PROMOTERS HAVE DISASSOCIATED
During the last three years, our Promoters have not disassociated themselves from any Company/partnership
firm.
DETAILS OF GROUP COMPANIES WHOSE NAMES HAVE BEEN STRUCK OFF FROM RoCS
None Of the Companies promoted by our Promoters has been struck off as a defunct Company by any RoC in
India. There are no sicj companies promoted by our Promoters. There are no BIFR proceedings against any
company promoted by our Promoters.
COMMON PURSUITS
The following companies/firms/ventures, which are in similar distillery/alcohol business, have been either
promoted by the promoters of SVP Industries Ltd., and/or directorship is held by one or more of them in such
companies. Mr. Madhav Kumar Swarup and Mr. Ajay Kumar Swarup, promoters of SVP Industries Ltd may be
considered interested in these companies. Being in similar business, the same may lead to conflict of interest
between SVP Industries and the following companies promoted and/or controlled by them.
Name of the Concern
Type of Concern
Globus Agronics Ltd.
The main business of
the Company is to
carry on business as
manufacturers,
Nature of Interest
Interested party(ies)
Directorship held:
Mr. Madhav Kumar Swarup
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup is
Director, and Mr. Ajay Kumar
169
fermentators,
distillers, refiners etc
of liquor, and dealers
of
acids,
alkalies,
inorganic and organic
compounds,
gases,
chemicals etc.
Swarup is President.
Shareholding held:
75.14% Shareholding is held
by Chandbagh Investments
Ltd., a Company of which
99.96% shares are held by
Mr. Madhav Kumar Swarup,
Mr. Ajay Kumar Swarup, Mrs.
Saroj Rani Swarup, Mrs.
Madhavi Swarup & Northern
India Alcohol Sales Pvt. Ltd.
In Northern India Alcohol
Sales Pvt. Ltd., 97.01%
shares are held by Mr. Ajay
Kumar Swarup, Mrs. Madhavi
Swarup, and Mrs. Saroj Rani
Swarup.
Associated
Ltd.
Distilleries
The main business is
to carry on business
as
manufacturers,
fermentators,
distillers, refiners etc
of liquors, acids and
alkalies, inorganic and
organic
compounds,
gases, chemicals etc.
(Mrs. Saroj Rani Swarup is
the wife of Mr. Madhav Kumar
Swarup, and Mrs. Madhavi
Swarup is the wife of Mr. Ajay
Kumar Swarup)
Mr. Ajay Kumar Swarup, Mrs.
Madhavi Swarup, Mr. Madhav
Kumar Swarup & Mrs. Saroj
Rani Swarup in combination
hold
11.11%
of
the
Company’s equity.
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup
Mr. Arun Kumar Swarup
Mr. Arun Kumar Swarup,
Director of the Company, his
wife Mrs. Manju Swarup, Hari
Cold Storage & General Mills
Co. Pvt. Ltd., and Arun Kumar
Swarup & Sons together hold
25% of the equity.
Mr. Arun Kumar Swarup is
Director in Hari Cold Storage
& General Mills Co. Pvt. Ltd.
Rajasthan
Pvt. Ltd.
Distilleries
Northern India Alcohol
Sales Pvt. Ltd.
The main business is
to carry on business as
Trader of Whisky, Gin,
and other Alcohol, and
manufacturers,
fermentators, distillers,
refiners etc of liquor,
acids
and
alkalies,
inorganic and organic
compounds,
gases,
chemicals etc.
The main business is
to carry on business of
traders of Whisky, Gin,
Rum, Brandy, other
alcohol etc., brokers,
traders, bottlers, sale
agents and general
traders.
Promoted by Mr. Ajay Kumar
Swarup and Mr. Madhav
Kumar Swarup, who is the
Chairman of the Company.
Shareholding held:
99.80% is held by Northern
India Alcohol Sales Pvt. Ltd.,
a company of which 97.01%
is held by Mr. Ajay Swarup,
Mrs. Madhavi Swarup & Mrs.
Saroj Rani Swarup.
Mr. Ajay Kumar Swarup, his
wife Mrs. Madhavi Swarup,
and his mother Mrs. Saroj
Rani Swarup hold 97.01%
shares in the company’s
equity.
170
Mr. Ajay Kumar Swarup
Mr. Madhav Kumar Swarup
Mr. Madhav Kumar Swarup
Mr. Ajay Kumar Swarup
1.
Globus Agronics Ltd: Related Business Transactions: The Company has purchased Rectified Spirit
from SVP Industries Ltd. for an amount aggregating Rs. 27,56,000/- during the financial year 2004-05.
For the nine-month period ended 31st December, 2005, the Company purchased Rectified Spirit from
SVP Industries Ltd. for an amount aggregating Rs. 24,46,080/-.
2.
Associated Distilleries Ltd.: Related Business Transactions: The Company has purchased Rectified
Spirit from SVP Industries Ltd. for an amount aggregating Rs. 69,22,240/- during the financial year
2004-05, and paid a sum of Rs. 3,528/- as Overtime to the Workers of Associated Distilleries.
For the seven-month period ended 31st December, 2005, the Company has purchased Rectified Spirit for
an amount aggregating Rs. 3,80,70,760/-.
3.
Rajasthan Ditilleries Ltd.: The Company has not been carrying any business.
4.
Northern India Alcohol Sales Pvt. Ltd.: The Company has not done any business of alcohol since
incorporation.
Except as set out above, we do not have any common pursuits, conflict of interest (including related party
transactions within the aforesaid Promoter Groups), the significance of these transactions on the financial
performance of the companies and no sales or purchase exceeding 10% of the total sales or purchase of goods,
materials or services, including material items of income/expenditure arising out of transactions in the
Promoter Group.
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
Please refer to Annexure III of the Auditor’s Report dated 2nd February, 2006 on page no. 131 of this Draft
Prospectus.
171
iii. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS
You should read the following discussion of our financial condition and results of operations together with our
audited financial statements for each of the Financial Years 2005, 2004, 2003, 2002, and 2001, and for 9
months ended 31.12.2005 including the notes thereto and the reports thereon, which appear from page no.
127 onwards in this Draft Prospectus.
Overview of the business of the Company:
Sir Shadi Lal Distillery & Chemical Works (SSLD & CW) is the sole unit of SVP Industries Ltd. The distillery was
set up in the year 1960 and is one of the leading distilleries of the region. It is situated in Mansurpur, Dist.
Muzaffarnagar of Western U.P., which is the hub of Molasses availability as all major Sugar Mills surround it.
The unit is engaged in the manufacturing of Rectified Spirit, Extra Neutral Alcohol, Indian Made Foreign Liquor
and Country Liquor.
At present, the Licensed & installed capacity of Industrial Alcohol is 1,35,00,000 BL per annum along with
potable (i.e. IMFL & Country Liquor) capacity of 86,40,000 BL per annum.
The distillery has applied for and received additional license for increasing its capacity of Industrial Alcohol to
2,70,00,000 BL per annum and potable capacity to 1,35,00,000 BL per annum.
The distillery has a modern bottling unit equipped with bottling machines, which caters to its own production of
Country Liquor and IMFL brands. Apart from the above, The Company has tie-ups and separate arrangements
for bottling IMFL products of McDowell & Co. Ltd. (UB Group, India’s’ largest distillers) and are manufacturing
their brands under tie-up arrangement with them. UB Group also takes large quantity of bulk spirit from the
Company’s unit.
In the Country Liquor segment, the Company is one of the leading suppliers in the state of Uttar Pradesh.
At present, the installed capacity is 135 Lakhs BL and the production for 2004-2005 is 134.84 Lakhs BL i.e.,
capacity utilization is 99.88%.
The Company is now planning for a modernization and expansion of its production facilities to become one of
the largest distilleries in the region along with putting up latest facilities in utility management so that cost of
production can be lowered while producing high quality spirit.
Apart from it, the Company proposes to enter the IMFL market by acquiring brands or developing its own
brands and marketing it all over India.
Ethanol (Absolute alcohol) is the talk of the time at present. As the international oil prices are firming up,
countries like Brazil etc. are utilizing Ethanol in a big way to blend the same with petrol and use it for car fuel.
Brazil has now gone to the extent of blending up to over 80% in petrol used for automobiles. In India, the
Government has announced blending 5% of Ethanol with petrol and thus the Oil Companies have started to
consume Ethanol in big way.
The Company also wants to put up an Ethanol plant for a capacity of 40000 Litres per day in order to meet
such rising demand.
The brief project plan of the Company is as below:
1)
Put up a multi pressure distillation plant to produce best quality Extra Neutral Alcohol of 50,000 Litres
per day, which can produce ENA both from Molasses and grain as its raw material.
As the Company is increasing its Industrial alcohol production capacity (license) from 1,35,00,000 BL
per annum to 2,70,00,000 BL per annum, the above plant will help to utilize the license capacity at
100% levels. At present, the Company is already producing at 100% Capacity utilisation.
Molasses being a bye-product of Sugar Mills, the prices of Molasses and its availability became much
volatile in recent times and the Company is dependant on the ups and downs of the Sugar industry
cycle.
To negate the above effect, the Company is planning to put up a new plant on grain route (which will
utilize broken rice, atta, bajra, jowar) as its raw material to produce alcohol with the option that, if
172
required, the plant can also use molasses as its raw material, so that raw material mixture can be
optimum.
Apart from above, the Government of U.P. has now announced a policy that if a new project of Rs. 50
crores (capital outlay–which the Company is planning to put up) is set up using the grain route, then
the Government will give rebate of Excise revenue additionally generated by the unit up to the extent
of Rs. 25 crores over a period of 10 years. The Company wants to avail the above opportunity, so that
the pay back becomes more attractive.
2)
To take the above advantage, the Company is expanding its bottling plant by putting up new automatic
bottling lines, so that it can produce additional Own brands or tie-up for bottling brands of UB Group
etc.
3)
It is putting up a 40,000 Litres per day Molecular Sieve Ethanol Plant as already discussed above.
4)
To meet the additional requirement of steam & power and to replace existing high cost power & steam,
the Company is installing high-pressure boiler and back pressure Turbine. The boiler will use biogas,
which will come out free of cost while treating the wastewater of process at bio-methanation plant and
balance fuel will be Pet coke, Rice Husk or Coal.
5)
For strengthening its Pollution Control Equipments and meeting the norms of Central Pollution Control
Board, the Company is putting up new 60,000 Litre Thermophilic System bio-methanation plant. Apart
from above, it is also putting up Reverse Osmosis Plant and Decanters along with DDGS to convert
waste to cattle feeder.
6)
Further to the above, the storage capacity of both finished goods and raw materials are also being
revamped.
Significant Development after December 31, 2005 that may affect the result of operations of the
Company
To our knowledge, no circumstances have arisen since the date of the last financial statements as disclosed in
this Draft Prospectus which materially and/or adversely affect or are likely to affect, the manufacturing, trading
or profitability of the Company or the value of its assets or its ability to pay material liabilities within the next
twelve months.
Factors that may affect Results of the Operations
*
The major cause for qualification under this category could be drastic change / principal shift in the policy
of the Central / State governments imposing complete Prohibition in the State.
*
As this industry is essentially dependent on agri-product input as raw material, all trends / uncertainties
related to agricultural production have an impact on all of the above. This, at best, can only be forecast
using the traditional tools available largely with the Government sector.
*
Besides, changes in Government policy regarding opening up of the market economy can have significant,
though short term, impact on sales, revenue and income.
*
Any slowdown in the economic growth and business conditions in India.
The following discussion on the financial operations and performance should be read in conjunction with the
audited financial results of the Company for the years ended March 31 2003, March 31, 2004, and March 31,
2005 and 9 month ended 31st December 2005:
A summary of past financial results based on the restated statement of accounts is as under:
Rs. in Lakhs
Particulars
Net Sales
Other Income
31.3.2003
31.3. 2004
31.3.2005
31.12.2005
(9 Months)
8,750.98
6757.28
7552.35
7851.21
48.35
100.89
73.25
82.42
192.76
(44.92)
387.39
Increase (Decrease) in
i
i
173
inventories
(133.22)
Total Income
8666.11
7,050.93
7,580.68
8321.02
-
-
-
1711.82
Raw Material Consumed
3,103.76
1,281.43
2,726.83
1825.68
Manufacturing Expenses
4,139.85
3,981.41
3,176.07
2921.35
Administrative & Selling Exps.
835.22
1,065.62
929.45
925.62
Staff Costs
252.44
216.43
230.32
171.89
8,331.27
6,544.89
7,062.67
7556.36
PBIDTA
334.84
506.04
518.01
764.66
Interest & Finance Charge
179.31
229.01
205.30
98.92
76.81
-
78.29
96.67
74.99
-
-
4.21
78.72
198.74
216.04
586.54
10.14
63.97
70.55
184.85
68.58
134.76
145.49
401.70
Expenditure
Purchase
Total Expenditure
Depreciation
Fringe Benefit Tax
Profit before Tax (PBT)
Provision for Taxation
Profit after Tax (PAT)
Rs. In Lakhs
RESULTS OF OPERATIONS OF THE COMPANY
Particulars
2002-03
2003-04
2004-05
9 Months
31.12.2005
Total Income
8,666.11
7,050.93
7,580.68
8321.02
Raw Material Consumed
Raw Material Consumed as a %
of Total Income
3,103.76
1,281.43
2,726.83
1825.68
35.81%
18.17%
35.97%
21.94%
Manufacturing Expenses
Manufacturing Expenses as a %
of Total Income
Administrative & Selling
Expenses
Administrative & Selling
Expenses as a % of Total
Income
4,139.85
3,981.41
3,176.07
2921.35
47.77%
56.47%
41.90%
35.10%
835.22
1,065.62
929.45
925.62
15.11%
12.26%
11.12%
9.63%
Staff Costs
Staff Costs as a % of Total
Income
252.44
216.43
230.32
171.89
2.91%
3.07%
3.04%
2.06%
PBDTA
334.84
506.04
518.01
764.66
PBDTA as a % of Total Income
3.86%
7.18%
6.83%
9.18%
Interest & Finance Charge
Interest & Finance Charge as a
% of Total Income
179.31
229.01
205.30
98.92
2.07%
3.24%
2.71%
1.18%
174
Depreciation
Depreciation as a % of Total
Income
PBT
PBT as a % of Total Income
PAT
PAT as a % of Total Income
I.
76.81
78.29
96.67
74.99
0.88%
1.11%
1.27%
0.90%
78.72
198.74
216.04
586.54
0.91%
2.81%
2.85%
7.04%
68.58
134.76
145.49
401.70
0.79%
1.91%
1.92%
4.82%
Comparison of performance & analysis of Development for financial year ended 31st March, 2005
vis-à-vis March 31st 2004 and 9 months period ended 31.12.2005:
Sales Revenues
Sales increased from Rs.6757.28 Lakhs during the year ended March 31st 2004 to Rs.7552.35 Lakhs for the
year ended March 31st 2005, a growth of Rs.11.77%. The increase in sales was on account of increased sales
volume and better marketing policy. For the 9 months period ended 31st December 2005 the company have
already achieved sales of Rs. 7851.21 lakhs, which is substantially higher than last year.
Total Income
Total income in the fiscal year 2004-2005 was Rs.7580.68 Lacs compared to Rs.7050.93 Lacs for fiscal year
2003-04, representing an increase of 7.51%. This was due to increase in sales. Total income for 9 months
period 31st December 2005 is Rs 8321.02 lacs.
Raw Material Consumed
Raw Material (Molasses) consumed increased by 112.79% in comparison to the previous year on account of
increase in Raw Material (Molasses) price. The Raw Material Consumed as a percentage of total income also
increased owing to increase in raw material price. Although there was an increase in prices of raw material
(Molasses), the company was successful in passing on the increase to the customers in the form of higher
selling prices in most cases. In the current year Raw Material consumed as a percentage of total income
reduced as the company have done trading in liquor also.
Manufacturing Expenses
Manufacturing expenses as a percentage of total income decreased from 56.47% in Financial Year 2003-04 to
41.90% in Financial Year 2004-05.It has further reduced to 35.10% as in the current period ended 31.12.2005
in total income the turnover of trading in liquor is also included.
Staff Costs
Staff costs increase by 6.42% in absolute terms owing to inflationary increments and changes in headcount due
to increase in the manufacturing facilities. As a percentage of total income, staff cost decrease marginally from
3.07% during Financial Year 2003-04 to 3.04% in Financial Year 2004-05. In current period it has further
decreased as the total income have increased.
Administrative & Selling Expenses
Administrative Expenses decreased by 12.78% in comparison to the previous year. As a percentage of total
income administrative expenses also decreased from 15.11% in Financial Year 2003-04 to 12.26% in Financial
Year 2004-05.
Profit Before Interest, Depreciation, Tax and Amortization’s (PBIDTA)
PBIDTA for the year ended March 31st 2005 increased to Rs.518.01 Lacs against Rs.506.04 Lacs for the
previous year, an increase of 2.37%, this was mainly due to the increase in sales. PBIDTA as a percentage of
Total Income decreased from 7.18% in 2003-2004 to 6.83% in 2004-2005 due to increase in cost of raw
material as explained above. In the current financial year PBIDTA upto the period ended 31.12.05 is Rs 764.66
lakhs, which is 9.18% of Total Income.
Interest Expenses
Interest Expenses has decreased by 10.35% and interest expenses as a percentage of total income decrease
from 3.24% in Financial Year 2003-04 to 2.71% in Financial Year 2004-05. This is because in the sales and also
due to a gradual reduction in the interest rates.
175
Depreciation
Depreciation increased from Rs.78.29 Lacs in Financial Year 2003-04 to Rs.96.67 Lacs in Financial Year 200405 due to increase in capital expenditure and creation of assets.
Profit after Tax (PAT)
PAT for the year ended March 31st 2005 increased to Rs.145.49 Lacs as compared to Rs.134.76 Lacs for the
previous year. The increase in PAT was mainly on account of increase in sales and economics of scale. PAT for
the 9 months period ended 31st December, 2005 is Rs 401.70 lacs and as a percentage of total income also
increased to 4.82% as compared to 1.92% in 2004-05 and 1.91% for the year ended 2003-04.
II. Comparison of performance & analysis of development for financial year ended 31st March 2004
vis a vis March 2003:
Sales Revenue
Net sales have decreased during the year ended March 31st 2004 to Rs 6757.28 lacs from Rs 8750.98 lacs in
the year ended March 31st 2003. Decrease in sales was on account of sales from Vanaspati unit of Rs 2135.37
lakhs, which was in the total sales in FY 2003. As vanaspati unit was closed during FY2004, the turnover
decreased.
Total Income
Total income in the FY 2003-04 was Rs 7050.93 lacs as compared to Rs 8666.11 lacs in the year ended 200203.As discussed earlier this was primarily from the sales of Vanaspati division which was closed in the year
2003-04.
Raw Material Consumed
Raw Material Consumed was Rs 3103.76 lacs i.e. 35.81% of total income in FY 2002-03, which is Rs 1281.43
lakhs in the FY 2003-04 i.e. 18.17% of the total income. The figures of 2002-03 included Raw Material for
Vanaspati Division (i.e. Vegetable oils) for Rs 1879.30 lacs.
Manufacturing Expenses
Manufacturing Expenses as a percentage of total income was 47.77% in FY 2002-03 as compared to 56.47% in
FY 2003-04. Though as a percentage, manufacturing expenses was high but compared to FY 2002-03 the profit
margins was much better in the year 2003-04.
Staff Costs
Staff costs have marginally higher on percentage of total income in FY 2003-04 as compared to FY 2002-03 but
on absolute figures staff costs decreased by 14.26% as compared to FY 2002-03 in FY 2003-04.This is due to
closure of Vanaspati division.
Administrative and Selling Expenses
Administrative and Selling Expenses was high in FY 2003-04 by 27.58% as compared to FY 2002-03. This was
primarily because of stiffer competition in the market increasing selling costs.
Profit Before Interest, Depreciation, Tax and Amortization (PBIDTA)
PBIDTA for the year ended March31st 2004 increased from Rs 334.84 lacs to Rs 506.04 lakhs, an increase of
51.12%, this was primarily concentrating on only Distillery Division and hiving off Vanaspati division.
Interest Expenses
Interest expenses increased by 27.71% due to higher loans though it is 3.24% of total income in FY2003-04 as
compared to 2.07% of total income for the year 2002-03.
Depreciation
Depreciation is marginally higher in FY 2003-04 at Rs 78.29 lacs as compared to Rs 76.81 lakhs in FY 2002-03
due to additions in fixed assets.
Profit after tax (PAT)
The PAT in the FY 2003-04 is Rs 134.76 lacs as compared to Rs 68.58 lacs in FY 2002-03 i.e. 96.50% growth
primarily due to better profitability margins and hiving off the loss making Vanaspati Division.
176
INFORMATION REQUIRED AS PER CLAUSE 6.10.5.5. OF SEBI DIP GUIDELINES
1.
Unusual or infrequent events or transactions:
The various events / transactions that could fall in this category are strike / lockout due to issues related
to Industrial Relations and/or Political intervention, Political unrest leading to bandhs/chakka jam etc.,
major natural calamity like earthquakes, floods etc., accidents like fire/major equipment like boiler/turbine
breakdown.
There have been no events, which may be called “unusual” or “infrequent”.
2.
3.
4.
Significant economic changes that materially affected or are likely to affect income from
continuing operations:
*
The only major cause for qualification under this category could be drastic change / principal shift in
the policy of the Central / State governments imposing complete Prohibition in the State.
*
It is however observed that this action on part of any government is untenable looking at the
contribution to the revenues from this industry. In fact, States like UP which financially are already on
the brink of a melt down cannot even consider taking away this major source of revenue for them.
Known trends or uncertainties that has had or is expected to have a material impact on sales,
revenue or income from continuing operations:
*
As this industry is essentially dependent on agri-product input as raw material, all trends /
uncertainties related to agricultural production have an impact on all of the above. This, at best, can
only be forecasted using the traditional tools available largely with the Government sector.
*
Besides, changes in government policy regarding opening up of the market economy can have
significant, though short term, impact on sales, revenue and income.
*
The Company, with the help of technology, has mitigated the above wherever possible, like being able
to process a variety of agri raw materials in the event of crop failures for one or two commodities.
*
Similarly, constant interaction with the government representatives and their overt dependence on
the revenues from this Industry in the State is the only mitigating factor for uncertainties related to
policy.
Future Changes in relationship between costs and revenues, in case of events such as future
increase in labour or material costs or prices that will cause a material change are known:
*
The structure of the business is such that any such change, as it happens, has a proportionate
relationship to the price of the end product. This leads to a fair amount of consistency in earning
ratios. In fact, the main reason for this is the non-alternative nature of this product i.e. there is no
replacement for potable alcohol as an intoxicant or a life style consumer product.
Similarly, for consumers like fuel companies and chemical manufacturers, alcohol does not have any
viable alternative currently. Science and technology inventions do provide a scope but the same also
holds true for current technological advancements and Research & Development efforts on towards
mitigating such risks.
Therefore though the future relationships are unknown in the present, they do not seem to be a
major risk factor.
5.
The extent to which material increases in net sales or revenue are due to increased sales
volume, introduction of new products or services or increased sales prices:
*
Yes, the major contributor to increases in net sales or revenue are sales volumes due to basic
increase in consumption patterns socially, increase in per capita consumptions year upon year and
increased sales prices primarily due to increases in the duties payable to the government as well as
increase in cost of input.
However, another contributor to increased net sales or revenue is the constant effort on cost
reduction with the help of technological input in the system and economies of scale, which become
better year upon year.
177
6.
Total Turnover for the Industry
Please refer to the discussions in the section titled “Industry Overview” at page no. 1 and the detailed
version beginning from page no. 46 of this Draft Prospectus.
7.
The extent to which the business is seasonal, any significant dependence on a single or few
suppliers or customers:
Though the agri raw materials being used by the industry are seasonal in nature. The production,
consumption and storage norms that be evolved over a period of time are such that this is not a risk.
Further, there is virtually no dependence on any particular supplier or group of suppliers or customers.
8.
Competitive conditions:
The competitive conditions are like that of any FMCG product. However, in this industry, securing the use
of basic raw material like molasses is an issue, which for stand-alone distilleries requires special efforts.
This has been mitigated by ensuring large storage capacities and the ability to process multiple raw
materials like grains etc. in the event of a storage / high price of molasses.
9.
Competitive position of the company within Indian market and overseas with reference to
market share, major competitors and new capacity coming up:
There is no impact on the position of the company as far as overseas products and companies are
concerned due to the completely different market segment that is being addressed by us.
However, domestically our competitive position can be impacted with new capacities and competitor
activities. This is mitigated by the fact the pace of capacity addition is similar to that of overall growth of
the market.
Further, constant improvement efforts in terms of quality and costs of production, our own competing
market strategies and our current product / brand franchise in the segments we are present in acts as a
mitigant.
178
SECTION VI
LEGAL AND OTHER INFORMATION
i.
OUTSTANDING LITIGATIONS AND DEFAULTS
Litigation involving the Company
There are no outstanding litigations, defaults etc pertaining to matter likely to affect operations and finances of
the company including prosecution under any enactment in respect of Schedule XIII of the Companies Act 1956
(1 of 1956).
Except as described below, there are no other outstanding litigations including statutory dues, commercial
disputes, patent disputes etc. No Criminal proceedings have been launched against the Company or any of the
Directors for any of the offenses under the enactment specified in paragraph 1 of schedule XIII of the
Companies Act 1956.
No disciplinary action / investigation has been taken by Securities and Exchange Board of India (SEBI)/ Stock
Exchanges against the Company, its directors, promoters and their other business ventures (irrespective of the
fact whether or not they fall under the purview of section 370(1B) of the Companies Act 1956.
The Company has not defaulted in meeting any economic offences, statutory dues, Bank dues, institutional
dues and any dues to instrument holders of debentures, fixed deposits.
LITIGATIONS FILED BY THE COMPANY
A. DETAILS OF PENDING CENTRAL SALES TAX & TRADE TAX CASES
Sl.
No.
1.
Assessme
nt Year
1992-1993
(Central)
Petitioner
Respondent
Swarup
Vegetable
Products
Industries
Limited
Joint
Commissioner
(Appeal),
Muzaffarnagar
Pending
(Status)
Remand to
Assessing
Officer,
Khatauli for
reassessment
in relation to
product RUM
Particulars
The Company in Assessment Year 1991-92 transferred stock of
Rum worth Rs. 1,54,85,377.86 from its Mansurpur Factory to its
Delhi depot, and deposited Central Sales Tax @ 4%. The
Assessing Officer did not consider the same as stock transfer,
and treated it as Interstate sale.
The Company appealed to Jt. Commissioner (Appeal) and later
on to Member, Trade Tax Tribunal, who vide its Order dated
22.3.2005 sent the case on remand to Assessing Officer,
Khatauli for reassessment.
Hearing completed, Order awaited.
2.
2000-2001
(Central)
Swarup
Vegetable
Products
Industries
Limited
Joint
Commissioner
(Appeal),
Muzaffarnagar
Case is
pending.
The Deputy Commissioner (Appeal), Trade Tax, Khatauli
imposed Central Sales Tax of Rs. 33,38,932/- on Stock Transfer
of IMFL from Mansurpur factory to Delhi Depot vide its Order
dated 28.2.2003, by treating it as Interstate Sale @ 32.5%,
since the Company had not given Form ‘F’ against the above
Stock Transfer.
The Company went in 1st appeal (Appeal No. 526/03) before the
Jt. Commissioner (Appeal) who remanded the case to assessing
Officer, Khatauli on 26.9.2003 for complete reassessment.
The Company appealed (2nd Appeal No. 1005/03) before Trade
Tax Tribunal, Muzaffarnagar on 23.12.2003 contesting the
remand and requesting a final Order. The Tribunal stayed the
remand order of Jt. Commissioner (Appeal) vide its Order dated
6.1.2004 till the final disposal of appeal.
Case is pending.
3.
2001-2002
(UP & C)
Swarup
Vegetable
Products
Industries
Limited
Joint
Commissioner
(Appeal)
Remand to
A.O., Khatauli
The Deputy Commissioner (Appeal), Trade Tax Tribunal passed
Ex-parte Order on 28.2.2003, and assessed tax on the
Company. The Company filed Appeal no. 450/2003 before the
Jt. Commissioner (Appeal) II, Trade Tax, Muzaffarnagar, who
vide his Order dated 8.5.2003 rejected the assessment, and
remanded the case back to the A.O.
The Assessing Officer again on 5.5.2004 imposed tax of Rs.
3,56,99,481.02 on the Company. The Company appealed
against the Order before the Jt. Commissioner (Appeal) vide
179
Appeal No. 1112 & 1113/2003 and the case was remanded back
to Assessing Officer vide Order dated 6.8.2004. The Company
appealed to Trade Tax Tribunal against remand order vide
Appeal No. 750 & 751 of 2004.
The Trade Tax Tribunal vide its Order dated 23.9.2004 stayed
the proceeding till the disposal of Appeal before the Tribunal.
4.
5.
6.
7.
8.
1997-1998
(UP & C)
1998-1999
(UP & C)
1999-2000
(UP & C)
2000-2001
(UP)
2002-2003
(Entry
Tax)
Swarup
Vegetable
Products
Industries
Limited
Swarup
Vegetable
Products
Industries
Limited
Swarup
Vegetable
Products
Industries
Limited
Swarup
Vegetable
Products
Industries
Limited
Swarup
Vegetable
Products
Industries
Limited
Dy.
Commissioner
(Assessment)
&
Additional
Commissioner
(Grade-I),
Trade Tax
Pending
against u/s 21
in A.O.
Khatauli
Dy.
Commissioner
(Assessment)
&
Additional
Commissioner
(Grade-I),
Trade Tax
Pending
against u/s 21
in A.O.
Khatauli
Dy.
Commissioner
(Assessment)
&
Additional
Commissioner
(Grade-I),
Trade Tax
Pending
against u/s 21
in A.O.
Khatauli
Dy.
Commissioner
(Assessment)
&
Additional
Commissioner
(Grade-I),
Trade Tax
Pending
against u/s 21
in A.O.
Khatauli
Joint
Commisioner
(Appeal)
1st Appeal
pending before
Jt.
Commissioner
(Appeal),
Muzaffarnagar
Notice u/s 21(2) of UP Trade Tax Act, 1948 issued by Additional
Commissioner (Grade-I) Trade Tax on 30.10.2003 for levying
tax on packing material of Country Liquor in pouches, and also
tax on royalty payment made relating to UDV India IMFL for
giving permission to reassessment.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
Notice u/s 21 of UP Trade Tax Act, 1948 issued by Additional
Commissioner (Grade-I) Trade Tax issued on 30.10.2003 for
levying tax on packing material of Country Liquor in pouches,
and also tax on royalty payment made relating to UDV India
IMFL for giving permission to reassessment.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
Notice u/s 21 of UP Trade Tax Act, 1948 issued by Additional
Commissioner (Grade-I) Trade Tax issued on 30.10.2003 for
levying tax on packing material of Country Liquor in pouches,
and also tax on royalty payment made relating to UDV India
IMFL for giving permission to reassessment.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
Notice u/s 21 of UP Trade Tax Act, 1948 issued by Additional
Commissioner (Grade-I) Trade Tax issued on 30.10.2003 for
levying tax on packing material of Country Liquor in pouches,
and also tax on royalty payment made relating to UDV India
IMFL for giving permission to reassessment.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
The Company purchased seven equipments and chemical plants
packed in 15 packages valued at Rs. 12,07,498/- from Mukand
Chemical Engineering, Navsari, Gujarat, and brought the same
to its Mansurpur factory.
The invoice issued by the supplier clearly mentioned amount of
Rs. 41,52,763/-, wherein it showed Rs. 30,93,406/- as relating
to prior purchase, and Rs. 12,07,498/- as current purchase.
The Entry tax is levied if a purchase of machinery exceeds Rs.
10 lakh. The Deputy Commissioner (A) Trade Tax levied Entry
Tax on Rs. 41,52,763/- u/s 4(6) of UP Trade Tax on Supply of
Goods Act, 2000 vide his Order dated 30.3.2005. The Company
appealed before the Joint Commissioner (Appeal) on 30.5.2005.
The matter is pending.
Entry Tax of Rs. 83,055/- imposed by Dy. Commissioner
(Assessment), Trade Tax, Khatauli against purchase of Machine
for a value of Rs. 10 lakhs.
The Company filed an appeal before the Jt. Commissioner
(Appeal) on 30.5.2005.
Proceedings pending.
9.
1994-1995
(UP & C)
Swarup
Vegetable
Products
Industries
Limited
JC Executive &
Commissioner
of Trade Tax
U/s 10B by
J.C. Executive,
Muzaffarnagar
Notice u/s 10 B of UP Trade Tax Act, 1948 issued by Jt.
Commissioner (Executive) on 12.11.2003 for review of
Assessment Order of Dy. Commissioner (Trade Tax) dated
8.6.2000 rejecting the Notice u/s 21(2) not levying tax on
packing material of Country Liquor in pouches.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
10.
1995-1996
(UP & C)
Swarup
Vegetable
Products
Industries
JC Executive &
Commissioner
of Trade Tax
U/S 10B J.C.
Executive,
Muzaffarnagar
180
Notice u/s 10 B of UP Trade Tax Act, 1948 issued by Jt.
Commissioner (Executive) on 12.11.2003 for review of
Assessment Order of Dy. Commissioner (Trade Tax) dated
8.6.2000 rejecting the Notice u/s 21(2) not levying tax on
Limited
packing material of Country Liquor in pouches.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
11.
1996-1997
(UP)
Swarup
Vegetable
Products
Industries
Limited
JC Executive &
Commissioner
of Trade Tax
U/S 10B J.C.
Executive,
Muzaffarnagar
Notice u/s 10 B of UP Trade Tax Act, 1948 issued by Jt.
Commissioner (Executive) on 12.11.2003 for review of
Assessment Order of Dy. Commissioner (Trade Tax) dated
8.6.2000 rejecting the Notice u/s 21(2) not levying tax on
packing material of Country Liquor in pouches.
The Company filed a Writ Petition (1469 of 2003) before the
Hon’ble High Court of Allahabad. The Hon’ble High Court stayed
the proceedings vide its Order dated 18.12.2003.
12.
1985-1986
Swarup
Vegetable
Products
Industries
Limited
Commissioner
of trade Tax
Pending for
hearing.
A.O., Khatauli imposed tax of Rs. 22,500/- on 25.3.1989 on sale
of Rectified Spirit under Central Sales Tax. The Company
appealed against the Order and filed the appeal before Asst.
Commissioner, Judicial Sales Tax in May, 1989 u/s 9 of U.P.
Trade Tax Act, contesting the tax, which was allowed on
3.10.1992.
The Trade Tax Department went into appeal in Trade Tax
Tribunal, Meerut u/s 10 of U.P. Trade Tax Act, 1948. The
Tribunal, vide its Order dated 23.1.2004, allowed the appeal of
the Department. The Company appealed against the above
Order before the Hon’ble High Court of Allahabad in March,
2004. The Company has meanwhile deposited Rs. 22,500/-.
Pending for hearing.
13.
1999-2000
Swarup
Vegetable
Products
Industries
Limited
Jt.
Commissioner
(Appeal)
Pending for
hearing.
One Form “C” was not received by the Company from O.S.
Bonded warehouse, Meghalaya. The Assessing Officer imposed
tax and interest thereon. The Company appealed against the
order on 16.5.2002 (Appeal No. 682/2002), which was rejected
by Dy. Commissioner (Appeal) vide his Order on 28.9.2002.
The Company further appealed against the Order before the
Trade Tax Tribunal on 30.12.2002 u/s 10 of U.P. Trade Tax Act,
1948, which is still pending.
14.
2000-2001
Swarup
Vegetable
Products
Industries
Limited
Jt.
Commissioner
(Appeal)
Hearing
proceedings on
181
The Demand has already been deposited
by the Company.
The Company purchased MS Plate for Rs. 37,75,755/- and used
it in plant and machinery and issued Form C. The Department
contested that the same was used in the foundation and was not
part of machinery. The Department treated it as misuse of ‘C’
Form and imposed tax on 31.12.2003 by Deputy Commissioner
(Appeal) Trade Tax, Khatauli. The Company appealed to Jt.
Commissioner (Appeal) Trade Tax , Muzaffarnagar (Appeal No.
182/2004 u/s 9 of U.P. Trade Tax Act, 1948). The same was
rejected and the Company went to Trade Tax Tribunal. The
Company deposited 1/3rd amount i.e., Rs. 1,13,500/- on
29.3.2004 and the Tribunal has stayed vide its Order dated
18.3.2004, and later on vide his Order dated 13.7.2004, the
Tribunal extended the Stay Order to the extent of 40% of Tax
amount and Ordered for depositing the balance amount.
B. PROVIDENT FUND CASES
Sl.
No.
1.
PARTICULARS OF THE CASE
2.
The Regional Provident Fund Commissioner (U.P) imposed a Demand for PF Contribution and
interest thereon of Rs. 78,353.80 for the period October, 1971 to January, 1974. The Company
Swarup Vegetable Products Industries Ltd had not started Provident Fund deduction and
contribution as it was exempted from Provident Fund for a period of 3 years from the date of
establishment. However, since the Regional Provident Fund Commissioner felt that Sir Shadi Lal
Sugar & General Mills Ltd was a PF compliant company, and since it had merged with Swarup
Vegetable Products Industries Ltd in 1972, the Provident Fund rules applied to Swarup Vegetable
Products Industries as well, and hence made the demand. The Company filed a writ before the
Hon’ble High Court of Allahabad contesting the Demand.
The Regional Provident Fund Commissioner (U.P) imposed a penal damage of Rs. 2,58,581/towards late deposit of monthly provident fund contribution related to the period March 1977 to
December, 1977. A Notice u/s 14B of the Employees Provident Fund and Miscellaneous Provisions
Act, 1952 was issued by the Regional Provident Fund Commissioner on 28.12.1994. The Company
filed a Writ against the Notice in Hon’ble High Court of Allahabad in January, 1995. The Hon’ble High
Court passed an Order on 16.2.1995, whereby it has stayed the Order of 28.12.1994 of the Regional
Provident Fund Commissioner. The Stay continues to date. The Company had already filed a
rejoinder affidavit.
But, the Company deposited the full amount and again filed the Writ Petition under Article 226 of
the Indian Constitution contesting the demand before the Hon’ble High Court of Allahabad, and
demanding refund. This case is pending for hearing.
3.
The Regional Provident Fund Commissioner (U.P) imposed a penal damage of Rs. 6,91,018.15
towards late deposit of monthly provident fund contribution related to the period March 1976 to
February, 1977. A Notice u/s 14B of the Employees Provident Fund and Miscellaneous Provisions
Act, 1952 was issued by Regional Provident Fund Commissioner on 3.1.1990. The Company filed a
Writ against the Notice in Hon’ble High Court of Allahabad in 3.1.1990. The Hon’ble High Court
passed an Order dated 6.2.1990 whereby it has stayed the Order dated 3.1.1990 of the Regional
Provident Fund Commissioner. The Stay continues to date. Counter and rejoinder affidavit have
been filed.
4.
The Regional Provident Fund Commissioner (U.P) imposed a penal damage of Rs. 4,80,932.30
towards late deposit of monthly provident fund contribution related to the period March 1974 to
February, 1976. A Notice u/s 14B of the Employees Provident Fund and Miscellaneous Provisions
Act, 1952 was issued by the Regional Provident Fund Commissioner on 7.4.1989. The Company filed
a Writ against the Notice in Hon’ble High Court of Allahabad and the Hon’ble High Court passed an
Order on 9.5.1989. The High Court has stayed the Order dated 7.4.1989 of the Regional Provident
Fund Commissioner. The Stay continues to date. Counter and rejoinder affidavit have been filed.
C. CIVIL CASES
SL.
NO.
1.
PARTICULARS
Case No. 2995/83 u/s Section 3 & 7 of the Essential Commodities Act, 1955
Swarup Vegetable Products Industries Ltd Vs. Union of India & Others
Amount of Dispute: Rs. 5,85,000/Ghee was seized by the Senior Marketing Inspector in 1983 under the clause that the Company was
manufacturing vegetable oils without obtaining appropriate license. An FIR is lodged on 28.2.83
against the Directors and Manager of the Company (Case No. 32/1983) and a show-cause notice
was issued by the D.M., Muzaffarnagar on 1.3.1983.
The Company contested that the seizure was illegal as it was not a dealer and challenging the
validity of Uttar Pradesh Oil Seeds and Oil Seed Products Control Order, 1966.
By an Order dated 14.3.83, the Hon’ble High Court ordered that the Company may file a reply in
accordance with the above notice dated 1.3.1983 and that no Order could be passed by D.M.,
Muzaffarnagar till further Orders. The Hon’ble High Court also stayed the arrest of the applicant in
Case No. 32/1983 u/s 3/7 of Essential Commodities Act, subject to the condition that they make
182
themselves available for investigation. The Company then filed an application for release of the
seized goods. By an Order dated 5.5.1983, the Hon’ble High Court ordered the release of the seized
goods, on furnishing of security of Rs. 5,85,000/- to the satisfaction of District Magistrate,
Muzaffarnagar.
The Company furnished the security and got the goods released. The Special Judge, vide his Order
dated 4.5.1994, vacated the FIR and relieved all the accused. The matter is pending before the
Hon’ble High Court of Allahabad.
2.
Case No. 20980/91 relating to Interest on Commission of late payment of extra cane price
Sir Shadi Lal Sugar & General Mills Vs. State of U.P & Others
Amount of Dispute: Rs. 94,05,406.29
The Cane Commissioner, Meerut sent a Notice to the Company dated 24.7.1991 towards payment of
Interest on Cane Price paid by the Company for the period from 1970-71 to 1986-87, in relation to:
Mansurpur Society Notice dated 12.1.1989 for Rs. 79,24,533.03;
Muzaffarnagar Society Notice dated 16.3.1989 for Rs. 23,40,631.12;
Development Society Notice dated 5.8.1989 for Rs. 13,521.09,
aggregating to Rs. 94,05,406.29.
The Company filed a writ petition before the Hon’ble High Court of Allahabad on 20.8.1991 and the
said Court vide its Order dated 25.10.1991 stayed the Demand till further Order. Matter is pending
before the Hon’ble High Court.
3.
Case No. Review 31/81 relating to Excise Duty
Sir Shadi Lal Distillery & Chemicals Works Vs. State of U.P & Others
Amount of Dispute: Rs. 57,540.80
The Deputy Excise Commissioner, Meerut by his Order dated 18.5.1979 levied duty on excess
wastage, during storage of Country Spirit in the Muzaffarnagar Bonded Warehouse, for the month
from April 1978 to October 1978. The Company preferred an Appeal before the Excise
Commissioner, Uttar Pradesh, who by his Order dated 11.12.1980 rejected the appeal. The
Company filed a writ before the Hon’ble High Court of Allahabad. The Hon’ble High Court by its
Order dated 14.1.1981 quashed the Demand of Excise Commissioner, but later during the course of
final hearing on 22.4.1996, dismissed the Company’s Appeal. The Company filed a Review Petition
before the Hon’ble High Court of Allahabad, which is pending.
4.
Case No. Review 32/81 relating to Excise Duty
Sir Shadi Lal Distillery & Chemicals Works Vs. State of U.P & Others
Amount of Dispute: Rs. 39,190.40
A certain amount of wastage occurs in the process of manufacture and transfer of the rectified
spirit. The Excise Department started demanding duty on the total amount of rectified spirit
manufactured including loss in transit and wastage.
Against the Order dated 4.5.1979 of Dy. Commissioner, Excise, Meerut on the duty levied on excess
storage wastage in Muzaffarnagar Distillery for the month of July, 1978, in accordance with Rule
492 of Excise Manual. The Company appealed before the Hon’ble High Court of Allahabad, who vide
its Order dated 14.1.1981 quashed the demand, and later on 22.4.1996 dismissed the Company’s
appeal. The Company has gone in for a Review Petition before the Hon’ble High Court. The same is
pending.
5.
Case No. 12599/84 relating to Interest on Electricity Duty
Swarup Vegetable Products Industries Ltd. Vs. State of U.P.
Amount of Dispute: Rs. 4,72,324/A Notice dated 18.10.1974 was served on the Company by the Collector, Muzaffarnagar demanding
Electricity Duty along with 18% interest on Self-Generating electricity, and a Notice on 14.11.1975
was given for payment of duty.
The Company filed a Civil Miscellaneous Writ No. 89 (Tax) of 1976 before the Hon’ble High Court of
Allahabad who vide its Order dated 8.1.1976 stayed the recovery if adequate security was furnished
to the satisfaction of the DM, Muzaffarnagar. But on 9.11.1978, the Writ petition was finally
dismissed.
The Company filed a Special Leave Petition No. 519/1979 before the Hon’ble Supreme Court, which
183
vide its Order of 19.2.1979 suspended the operation of the Hon’ble High Court. But in 19.8.1993,
the Hon’ble Supreme Court dismissed the Company’s Appeal.
The Company received a Notice dated 20.1.1984 and recovery certificated dated 20.3.1984
demanding Electricity Duty and Interest thereon for the period from November, 1970 to June, 1983
amounting to Rs. 8,88,174.84. The Company filed a Writ before the Hon’ble High Court of Allahabad
in September, 1984, and the Hon’ble Court vide its Order dated 14.9.1984 stayed the proceedings if
the Company deposited a sum of Rs. 4,16,000/- in installments and also furnished a Bank
Guarantee for Rs. 4,72,324/-. The Company furnished the guarantee and also deposited the above
amount. The Case is pending.
6.
Case No. 606/92 relating to Sale Tax on sale of Material
Swarup Vegetable Products Industries Ltd. Vs. Commissioner of Trade Tax
Amount of Dispute: Rs. 34819/Revision for the year 1978-1979
On 23.10.1982, the Assessing Officer ordered tax @ 4% on sale of Special Denaturized Spirit and
Rectified Spirit aggregating Rs. 39,703.48. The Company deposited the amount. But, again u/s 22
of the U.P. Trade Tax Act, 1948, The A.O. enhanced the tax liability on Rs. 13,001 @ 50 % and on
Rs. 26,702 @ 46% and also levied interest @ 2% per month.
The Company appealed before the Jt. Commissioner (Judicial-II) Sales Tax, Muzaffarnagar, and later
before the Trade Tax Tribunal, which dismissed the Company’s appeal.
The Assistant Commissioner (Appeal) Sales Tax, Khatauli issued a Notice dated 25.03.1992 for
depositing Rs. 34,819/The Company approached the Hon’ble High Court, Allahabad and got Stay Order. The matter is
pending before the Hon’ble High Court.
7.
Case No. 2004 relating to disallowance of Expenditure
Swarup Vegetable Products Industries Ltd. Vs. Commissioner of Trade Tax
Amount of Dispute: Disallowance of expenditure of Rs. 17,73,490/- and Rs. 78,353/An Appeal has been filed by the Company against the judgment & Order of ITAT dated 30.6.2004
relating to disallowance of Rs 17,73,490/- representing the delayed payment of P.F & E.S.I u/s 43B
of Employees Provident Fund & Miscellaneous Provisions Act, 1952, and Charges of Damage of
Rs. 78,353/- towards late payment of P.F amounting Rs. 78,353/-.
The Company appealed before the Appellate Tribunal, who vide its Order dated 30.6.2004 dismissed
the ground of appeal.
The Company then filed an Appeal before the CIT (Appeal), which was dismissed vide CIT Order
dated 30.10.2004.
The Company has approached the Hon’ble High Court of Allahabad in November 2004, which is
pending.
8.
Case No. 37966/2003 relating to Non-payment of Loan
Swarup Vegetable Products Industries Ltd. Vs. State of U.P. & Others
Amount of Dispute: Rs. 17,01,318/The Company had taken a Interest Free Loan of Rs. 5,90,000/- from Shakkar Vishesh Nidhi vide
Agreement dated 28.10.1978. The Company repaid the entire loan amount on 27.12.1989.
However, the Company received a Demand for Rs. 1,27,536/- towards Interest on 27.1.21.989 and
again on 19.10.2001 for Rs. 2,22,099/- and after that on 21.4.2003 for Rs. 18,01,318/-. The
Company has deposited a sum of Rs. 1,00,000/-. Under protest, and appealed before the Hon’ble
High Court of Allahabad for Stay Order, which was obtained on 1.10.2003.
The Department filed a counter affidavit and the Company has filed a rejoinder affidavit. The matter
is pending before the Hon’ble High Court.
9.
Case relating to Tax on Sale of Plant & Machinery
Swarup Vegetable Products Industries Ltd. Vs. Commissioner of Income Tax
Amount of Dispute: Rs. 20 lakhs
184
The Company sold plant & Machinery (3 Economizers for Rs. 15 lakhs and 1 Boiler for Rs. 20 lakhs)
aggregating Rs 35 lakhs during the Assessment Year 1993-94.
The Assessing Officer assessed tax u/s 68 of Income Tax Act, and categorized as unexplained cash
credit the amount of Rs. 20 lakhs on 31.3.98. The Company appealed before the C.I.T (Appeal) onj
26.4.1996, whereby the CIT deleted the addition of Rs. 20 lakhs by Order dated 30.10.2000. The
Department approached the IT Tribunal, New Delhi, whereby the Tribunal ordered in favour of the
Department, and remanded the case for further inquiry on 30.6.2005. The Company filed an appeal
before the Hon’ble High Court of Allahabad in November, 2005 seeking decision of the IT Tribunal.
The matter is pending before the Hon’ble High Court.
D. INCOME TAX APPEAL CASES
SL.
NO.
1.
PARTICULARS
2.
For the Assessment Year 1992-93
The total amount of the assessable amount in dispute is Rs. 1,63,687/-. The Company has filed an
appeal before the C.I.T. (A) and then preferred a further appeal before the ITAT against the Order
of the C.I.T (A) dated 29.5.1998. The Company has challenged the small disallowance of its
expenses relating to Sugar unit.
3.
For the Assessment Year 1994-95
The total amount of the assessable amount in dispute is Rs. 42,60,574/-. The Company has filed an
appeal before the C.I.T, and then preferred a further appeal before the ITAT against the Order of
CIT (Appeal) dated 29.3.2000. The Company has challenged the disallowance of expenses relating
to Tilak Nagar Distilleries & Industries Ltd.
For the Assessment Year 1991-92
The total amount of the assessable amount in dispute is Rs. 25,66,946/-. The Company has filed an
appeal before the C.I.T (A) and preferred a further appeal before ITAT against the Order of the CIT
(A) dated 22.7.1995. The Company has challenged the disallowance of the expenses relating to
Interest on Levy Sugar price, sales tax dues etc.
E. UNDER NEGOTIABLE INSTRUMENTS ACT
SL.
NO.
1.
PARTICULARS
Case No.: Nil/2003 u/s 138 of Negotiable Instruments Act.
The Company has filed a case against Mr. Ramesh Kumar Kalra u/s 138 of Negotiable Instrument
Act.
Mr. Ramesh Kumar Kalra, being a dealer in Vanaspati, purchased ghee from the Company. He gave
three cheques (numbering 052096,052097, and 052098) for Rs. 2 Lakhs each (aggregating Rs. 6
lakhs) all of them dated 23.1.2003 drawn on Allahabad Bank. The Cheques were however
dishonored.
The Company demanded the amount from him, but Mr. Kalra failed to pay the amount. The
Company then filed a suit before the Chief Judicial Magistrate, Muzaffarnagar on 3.3.2003 which
was later transferred to the Judicial magistrate II who vide its order dated 2.6.2005 dismissed the
appeal of the Company.
The Company subsequently filed a revision before the District Judge, Muzaffarnagar in August 2005
who vide his order dated 12.8.2005, has allowed the revision and sent back the matter to Judicial
Magistrate II. The case is now pending before the Judicial Magistrate II.
2.
Case No.: 1333/9/03 u/s 138 of Negotiable Instruments Act & under IPC
The Company has filed a case against Mr. Hitesh Kumar Kalra u/s 138 of Negotiable Instrument Act,
and u/s 406, 420, 468, and 471 of Indian Penal Code.
185
Mr. Hitesh Kumar Kalra, being a dealer Vanaspati, purchased ghee from the Company. He gave
cheques (numbering 245358) for Rs. 3 Lakhs dated 23.1.2003 drawn on Allahabad Bank, but the
cheque was dishonored. The Company demanded the above amount vide Notice dated 7.2.2003
from him, but he failed to pay the amount. The Company then filed a suit before the Chief Judicial
Magistrate, Muzaffarnagar, which was later transferred to Judicial Magistrate II. The Judicial
Magistrate II then issued a Summon to Mr. Hitesh Kumar Kalra on 26.2.2005. The matter is
pending.
3.
Case No.: Nil/2003 u/s 138 of Negotiable Instruments Act & under IPC
The Company has filed a case against Mr. Sunder Singh Rana u/s 138 of Negotiable Instrument Act,
and u/s 406, 420, 468, and 471 of Indian Penal Code.
Mr. Sunder Singh Rana, being a dealer in Liquor, purchased Liquor from the Company. He gave
cheques (numbering 584534) for Rs. 5,19,727 dated 29.9.2002 drawn on Syndicate Bank, Gautam
Budh Nagar, but the cheque was dishonored. The Company demanded the above amount vide
Notice dated 24.03.2003 from him but he failed to pay the amount. The Company then filed a suit
before the Chief Judicial Magistrate, Muzaffarnagar on 19.4.2003, which was later transferred to
Judicial Magistrate II. The Judicial Magistrate II has issued a Summon to Mr. Sunder Singh Rana
on1.12.2005. The case is pending.
4.
Case No.: Nil/2003 u/s 138 of Negotiable Instruments Act & under IPC
The Company has filed a case against Mr. Jaiveer Singh u/s 138 of Negotiable Instrument Act, and
u/s 406, 420, 468, and 471 of Indian Penal Code.
Mr. Jaiveer Singh, being a dealer in Liquor, purchased Liquor from the Company. He gave cheques
(numbering 527670) for Rs. 3,53,560/- drawn on Oriental Bank of Commerce, Greater Noida and
another cheque (numbering 527663) dated 10.9.03 for Rs. 2,35,000 drawn on Oriental Bank of
Commerce. The above cheques aggregating Rs. 5,88,560/- were dishonored. The Company
demanded the above amount vide Notice from him but he did not pay the amount. The Company
then filed a suit before the Chief Judicial Magistrate, Muzaffarnagar in November, 2003. The matter
is pending.
F. MISCLLANEOUS CASE
SL.N
PARTICULARS
O.
1.
Case No. 230/05 u/s 630 of the Companies Act, 1956
The Company has filed a suit u/s 630 of the Companies Act 1956 against Mr. H.N. Joshi, a former
employee, for wrongfully withholding Company’s property, before the Special Chief Judicial
Magistrate, Meerut in 2005. Non-bailable warrant has been issued against H.N. Joshi on 24.1.2006
by Special Chief Judicial Magistrate, Meerut.
2.
Swarup Vegetable Products Industries Limited v/s Asian Mineral Corporation at Hon’ble High Court
Shimla.
The suit was filed on 21.4.1990 by Asian minerals that we purchased from them lime stone, but did
not pay the amount. But the purchase price was paid to them. The Lower Court decided in favour of
Asian Mineral Corporation on 17/07/2001 and created a demand of Rs. 325728 + 8583.50 + 6%
interest. The outstanding amount up to 21/12/2005 calculated as per the above decision comes to
Rs. 6,27,466/-. The Company appealed against the Order on 28/09/2001 before the Hon’ble High
Court Shimla, Himachal Pradesh. The matter is pending in the High Court of Shimla, Himachal
Pradesh.
3.
Swarup Vegetable Products Industries Limited v/s Mohan Meakin Limited
RFA of 1984 in the High Court of Punjab & Haryana at Chandigarh
The above case is related to infringement of copyright and trademark MMB & MBB M/s Mohan
Meakin Breweries Limited before the Hon’ble Court of Add. District Judge, Ludhiana who vide his
order dated 28.2.1984 passed a Decree for a sum of
Rs. 48,258.40 in favour of Mohan
Meakin Breweries Limited. The Company appealed, before the High Court of Punjab and Haryana at
Chandigarh, against the decree and also prayed for not to deposit the amount under Order 41 Rule
5 Cr.P.C. but did not succeed. Mohan Meakin executed the decree against the company before
District Judge, Muzaffarnagar. The Company deposited the amount in two installments. Now, the
matter is pending before the Hon’ble High Court of Punjab & Haryana at Chandigarh.
186
4.
M/s Swarup Vegetable Products Industries Limited v/s The Company Law Board & Others
Writ no. 1623/1982
Under section 58A (8) of the Companies Act, power is given to Company Law Board to grant certain
exemption for acceptance of deposit from the public. The Indian Sugar Mills Association applied to
the Central Government to give blanket exemption to the sugar industry u/s 58A(8), but the
Government of India said vide its letter dated 27.12.79 that, as and when application were
received, the same will be considered on merit. The Company also applied to the Company Law
Board for exemption under section 58A (8) by its letter-dated 25.10.80. The Company Law Board
by its order dated 7.12.1981 refused the petitioner company exemption under section 58A (8) of
the Companies Act, 1956. The Company filed this writ petition no. 1623/82, which is still pending in
the Hon’ble High Court at Delhi.
G. TRADE TAX CASES
1.
Case: Swarup Vegetable Products Industries Limited V/s Commissioner of Trade Tax, U.P.
During the year 1993-94, the Company transferred stock of 50 degree U.P. Rum from its Mansurpur
factory to its Delhi depot for sale of the same in Delhi. The Assistant Commissioner (A) Trade tax,
Khatauli, Muzaffarnagar vide his order dated 27.3.97 imposed Central Sales Tax of Rs. 4,77,371.60,
as it treated the same as interstate sale. The Company filed an appeal against the Order before the
Deputy Commissioner (Appeal) who vide his order dated 31.7.1999 rejected the Company’s appeal.
The Company then preferred an appeal before the Trade Tax Tribunal, and the Tribunal vide its
Order dated 22.9.2004 reject the Company’s appeal.
The Company then preferred an appeal before the Hon’ble Allahabad High Court in December, 2004
which is still pending.
2.
Case: Swarup Vegetable Products Industries Limited V/s Commissioner of Trade Tax, U.P.
During the year 1994-95, the Company transferred stock of 50 degree U.P. Rum from its Mansurpur
factory to its Delhi depot for sale of the same in Delhi. The Assistant Commissioner (A) Trade tax,
Kkhatauli, Muzaffarnagar vide his Order dated 30.5.1998 imposed Central Sales Tax of Rs.
37,258.62, as he treated it as interstate sale.
The Company filed an appeal against the Order before the Deputy Commissioner (Appeal) who vide
his Order dated 28.3.2000 rejected the Company’s appeal. The Company then preferred an appeal
before the Trade Tax Tribunal, and the Tribunal vide its Order dated 22.9.2004 rejected the
Company’s appeal.
The Company then preferred an appeal before the Hpon’ble Allahabad High Court in December,
2004 which is still pending.
3.
Case: Swarup Vegetable Products Industries Limited V/s Commissioner of Trade Tax, U.P.
During the year 1989-90, the Company transferred stock of 50 degree U.P. Rum from its Mansurpur
factory to its Delhi depot for sale of the same in Delhi. The Assistant Commissioner (A) Trade tax,
Kkhatauli, Muzaffarnagar vide his Order dated 27.2.1998 imposed Central Sales Tax of Rs.
6,77,558.52 as he treated it as an interstate sale.
The Company filed an appeal against the Order before the Deputy Commissioner (Appeal) who vide
his order dated 28.3.2000 rejected the Company’s appeal. The Company then preferred an appeal
before the Trade Tax Tribunal, and the Tribunal vide its Order dated 22.9.2004 rejected the
Company’s appeal. The Company then preferred an appeal before the Hon’ble Allahabad High Court
in December, 2004 which is pending.
4.
Case: Swarup Vegetable Products Industries Limited V/s Commissioner of Trade Tax, U.P.
The Company’s business premises were surveyed on 8.10.1990. In the said survey, one bargaining
register was found containing details of purchase of Vanaspati ghee. The Assessing Officer, Khatauli
vide his order dated 30.5.1998 passed a best judgment assessment and enhanced the sale of
Vanaspati ghee by Rs. 15,00,000/- and imposed tax under U.P. Trade Tax Act, 1948. The Company
filed an appeal before the Deputy Commissioner (Appeal), Trade Tax, Muzaffarnagar, who vide his
Order dated 28.3.2000 dismissed the Company’s appeal. Then the Company filed the second appeal
187
before the Trade Tax Tribunal, Muzaffarnagar. The Trade Tax Tribunal vide its Order dated
22.9.2004 rejected the Company’s appeal and affirmed the Order of the Lower authority. The
Company has now file a revision before the Hon’ble Allahabad High Court in December, 2004 which
is pending.
LITIGATIONS FILED AGAINST THE COMPANY
A. LABOUR CASES
SL.
NO.
1.
PARTICULARS
2.
There are 16 cases in Labour Court Meerut under section 33(2) of the Industrial Disputes Act, 1947
against adjustment of lay-off payment in retrenchment compensation. The matter is currently
pending before the Court. The amount involved is Rs. 2,78,327.20.
Mr. Yashweer, a former employee, has filed a case (Adjudication No. 116/03) before the Industrial
Tribunal (V), UP at Meerut for illegal termination. Written statement is to be filed by the Company
before the above Court. Amount involved Rs. 69,721/-.
3.
In the Labour Court, Meerut, there are 27 cases by former employees of the Company relating to
challenging the termination of their Services due to closure of Vanaspati Unit. The matter is pending
before the Court as the Court is lying vacant.
4.
Mr. Mausam Ali, a former employee, has filed a Miscellaneous Case NO. 65/03 under Section 33 (C)
II of the Industrial Disputes Act, 1947 for retrenchment compensation of his father Late Mr. Jainu.
Currently, the matter is pending before the Labour Court, Meerut. The amount involved is Rs.
46,370/-.
5.
Mr. Inderpal Singh, a former employee, has filed Miscellaneous Case No. 97/03 under Section 33
(C) II of the Industrial Disputes Act, 1947 in Labour Court, Meerut for Bonus, leave due etc.
Currently the matter is pending before the Court. The amount involved is Rs. 1,06,412.
6.
Mr. Mahender Singh and 3 others have filed a Miscellaneous Case No. 132/03 under Section 33
(C)II of the Industrial Disputes Act, 1947 for Bonus, leave dues, uniform in Labour Court, Meerut.
The matter is pending before the Court, and the amount involved is Rs. 24,995.05.
7.
Mr. S.C. Srivastav, a former employee, has filed a Miscellaneous Case No. 99/97, 72/99 under
Section 33 (C) II of the Industrial Disputes Act, 1947 in the Labour Court, Saharanpur for Rs.
2,05,551/-, but the Hon’ble Court has allowed relief to the extent of Rs. 41,715.84. Mr. Srivastav
has filed writ petition against the Order before the Hon’ble High Court of Allahabad.
8.
Mazdoor Sabha has filed a Case being No. ADJ 13/95 before Labour Court, Saharanpur for illegal
termination of 5 workers. The matter is pending before the Court. Amount involved is Rs.
15,96,761/-.
B. CIVIL CASES
SL.
NO.
1.
PARTICULARS
Case No. 553/83 u/s 106 Transfer of Property Act
Central Bank of India Vs. Swarup Vegetable Products Industries Limited
The Company had given a part of its building at 67, Rourkee Road, Muzaffarnagar to the Central
Bank of India. The Company terminated the tenancy of the Bank by giving a Notice dated
19.2.1979. Unable to evict the tenant, the Company filed a Suit no. 2/1980 before the IInd ADJ
Court, Muzaffarnagar on 12.2.1980 on the ground that the U.P. Act XIII of 1972 did not apply to the
accommodation in question. The Bank filed a written statement that the Suit was barred by Section
20 of the said Act, and also filed an objection.
Then the Company filed an Application that the Bank did not deposit the entire rent (Objection 22c).
The Bank stated that it had already deposited rent up to date (Objection 25c and 29c). The IInd
ADJ vide his Order dated 29.7.1993 allowed the objection no. 22© and rejected the objection no.
188
25c and 29c.
Central Bank of India filed a writ on 20.10.1983 before the Hon’ble High Court of Allahabad for
staying the proceedings of the Lower Court. The Hon’ble High Court vide its Order dated 21.10.1983
stayed the proceedings of ADJ Court, Muzaffarnagar. The Company then filed an application before
the ADJ Court, Muzaffarnagar on 19.5.2004 withdrawing its Suit, and also an application was made
to the Hon’ble High Court to vacate the Stay Order, which is pending.
2.
Case relating to Section 44 & 47 of the Water (Prevention & Control of Pollution) Act
1974
U.P. Pollution Control Board Vs. Swarup Vegetable Products Industries Ltd.
Discharges of Effulent in Distillery.
Section 44/47 of the Water (Prevention & Control of Pollution) Act 1974
The U.P. Pollution Control Board, through its Legal Assistant, filed a criminal complaint before the
Hon’ble C.J.M, Muzaffarnagar u/s 44/47 of the Water (Prevention & Control of Pollution) Act, 1974
against the Company, its Manager, and against Late Mr. Hari Raj Swarup, Late Mr. Gopal Raj
Swarup, Mrs. Ved Vati Swarup, Mr. Keshav Kumar Swarup, Mr. Arun Kumar Swarup & Mrs. Vibha
Swarup for not obtaining the consent of Pollution Control Board u/s 25 & 26 of Water (Prevention &
Control of Pollution) Act, 1974 as well as for not constructing proper works for treatment of hughly
polluting effluent, and for knowingly discharging the trade effluent into the Kali River based on the
Inspector’s report of 6.1.1984.
The Company produced its reply and stated that it has already filed an application for consent and
not discharging any effluent in to the river.
The matter was later transferred to Special C.J.M., Pollution, Lucknow, who vide his Order dated
27.5.2003 dismissed the Case.
The Department went into appeal on 2.12.2003 before the Hon’ble High Court of Allahabad,
Lucknow Bench. Counter affidavit and rejoinder have already been filed.
The Case is pending.
C. DETAILS OF PENDING TRADE TAX CASES
Sl.
No.
1.
2.
Petitioner
Commissioner
of Trade Tax
Commissioner
of Trade Tax
Responde
nt
Swarup
Vegetable
Products
Industries
Limited
Case
No.
137/200
3
Issue
involved
Purchase
tax on
purchase
of paddy
husk
Amount
Particulars
41902.76
The Assistant Commissioner
(Assessment) imposed tax on
purchase of paddy Husk of Rs.
8,38,055/- @ 5% amounting to
Rs. 41,902.76.
The Company preferred appeal
before D.C. (Appeal) II (Appeal
No. 728/99), who vide his
Order of 18.4.2000 dismissed
the Appeal.
The Company filed an Appeal
before the Tribunal (Appeal
No. 342/2000) who allowed the
Company’s appeal on
25.9.2002, and quashed the
tax assessed on rice husk on
25.9.2002.
The Department went in to
appeal before the Hon’ble High
Court of Allahabad in 2003
against the Order of Tribunal.
The Case is pending.
Swarup
Vegetable
Products
Industries
Limited
T.T.R.
Purchase
tax on
purchase
of
125741.54
Dy. Commissioner
(Assessment) Trade Tax
imposed tax of Rs.
1,25,741.54 on purchase of
Rice husk for Rs. 28,57,762.42,
on 30.5.1992. The Company
appealed before the
189
Judicial
Body
Allahabad
High Court
Remarks
Allahabad
High Court
The
Hon’ble
High
Court
decided
the case
in favour
Not on
List
Commissioner (Appeal) Trade
Tax, who vide his Order dated
27.1.1994 dismissed the appeal
relating to Rice Husk purchase.
of the
Company,
and the
case is
now not
pending.
The Company appealed before
the Trade Tax Tribunal,
Muzaffarnagar (Appeal No.
10/94), who vide his Order
dated23.3.1999 allowed the
Company’s appeal. The
Department then went in to
appeal before the Hon’ble High
Court of Allahabad in October,
1999.
3.
Commissioner
of trade Tax
Swarup
Vegetable
Products
Industries
Limited
T.T.R
Penalty of
Rs.
1,68,390/
= for not
depositing
the tax in
time
168390
Penalty of Rs. 1,68,390/= for
not depositing the tax in time
by the Dy. Commissioner
(Assessment) on 22.10.1990,
for the month of May, 1990;
u/s 13A(4) of U.P. Trade Tax
Act, 1948.
The Company filed an Appeal
before the Commissioner
(Appeal) (Appeal No. 476/90),
who vide his Order dated
19.1.1991 allowed the appeal,
and decided in the Company’s
favour.
The Department went into
appeal before the Tribunal,
Trade Tax, Muzaffarnagar
(Appeal No. 185/91) who vide
its Order dated September,
1997 rejected the Department’s
appeal.
The Department has now
approached the Hon’ble High
Court of Allahabad in 1998. The
matter is pending before the
Hon’ble High Court of
Allahabad.
Allahabad
High Court
Not on
List
4.
Commissioner
of Trade Tax
Swarup
vegetable
Products
Industries
Ltd
T.T.R./9
8
Penalty on
payment
to
contractor
840000/-
The Trade Tax Officer, Khatauli
imposed penalty for Rs.
8,40,000 on payment of Rs.
1,00,53,882.86 for installation
of plant & machinery u/s 8D(6)
of U.P. Trade Tax Act, 1948 on
22.2.1994.
Allahabad
High Court
Not on
List
Allahabad
High Court
Not on
List
The Company filed appeal
before D.C. (Appeal) vide
Appeal No. 186/94 on
28.10.2005, who allowed the
appeal, vide Order dated
24.4.1991.
The Department appealed
before the the Trade Tax
Tribunal, Muzaffarnagar
(Appeal No. 185/91), but the
appeal was rejected on
19.1.2004 by the Trade Tax
Tribunal.
The Department has now
appealed before the Hon’ble
High Court in February, 1998.
5.
Commissioner
of trade Tax
Swarup
Vegetable
Products
Industries
Limited
T.T.R Ay
1993-94
Sale tax
penalty
u/s
13A(4)
due to
difference
in original
& Carbon
Copy
118705
190
The Mobile Squad, Bareilly
checked a truck of Rum on
22.8.1993. The signature of the
Officer of Excise Department
was not available on the Form,
and also there was difference in
writing and carbon copy of the
bill. The Trade Tax Officer drew
the conclusion that the Goods
were being presented beyond
the books of accounts, and
imposed penalty of Rs.
1,18,705/- on 22.2.1994.
The Company appealed before
the Dy. Commissioner (Judicial)
Trade Tax, who vide his Order
dated 28.10.1995 ruled in the
Company’s favour.
The Department appealed
before the Trade Tax Tribunal,
who vide his Order dated
19.1.2004 rejected the
Department’s appeal.
The Department has then
approached the Hon’ble High
Court of Allahabad.
D. CIVIL CASES
Case No.: 164/83
Subject Matter: Export Duty Refund
Petitioner: Ganganagar Sugar Mills Ltd.
Respondent: Swarup vegetable Products Industries Ltd.
Amount involved: Rs. 28,00,259.34
Case before: Allahabad High Court
Case details:
The Case relates to refund of Export Duty for the period from May, 1972 to April, 1976 charged by Sir Shadi
Lal Distillery & Chemical Works from Ganganagar Sugar Mills Ltd on the purchase of Rectified Spirit from Sir
Shadi Lal Distillery & Chemical Works. The Company and other distilleries challenged the validity of charging
Export Duty as illegal.
The Hon’ble Allahabad High Court vide its Order dated 31.1.1977 declared the Export Duty as illegal and
ordered the UP Government to refund the Export Duty collected by him, and the Government refunded a sum
of Rs. 28,00,259.34 to Sir Shadi Lal Distilleries & Chemical Works.
Howver, Ganganagar Sugar Mills Ltrd filed a Suit No. 33/1980 before the Civil Judge (I), Muzaffarnagar for
refund of Duty to Sir Shadi Lal Distilleries & Chemical Works, and the Civil Judge vide his Order dated
7.1.1983 rejected the appeal. The Ganganagar Sugar Mills later filed an Appeal before the Hon’ble High Court
of Allahabad on 8.4.1983.
The Company has filed its reply, but the matter is pending.
Status: Not on list
E. APPEAL FILED BY THE REVENUE DEPARTMENT
SL.
NO.
1.
PARTICULARS
2.
For the Assessment Year 1994-95 u/s 148 of INCOME TAX ACT
The total amount of the assessable income in dispute is Rs. 42,60,574/-. The Revenue Department
has preferred an appeal before the ITAT against the Order of the CIT dated 28.3.2000 challenging
the decision to cancel the disallowances made by the Assessing Officer.
3.
For the Assessment Year 1994-95 u/s 143(3) OF THE INCOME TAX ACT
The total amount of the assessable income in dispute is Rs. 42,60,574/-. The Revenue Department
has preferred an appeal before the ITAT against the Order of the CIT (A) dated 29.3.2000
challenging the decision to cancel the disallowance made by the Assessing Officer.
For the Assessment Year 1991-92
The total amount of the assessable income in dispute is Rs. 6,12,054/-. The Revenue Department
has preferred an appeal before the ITAT against the Order of the CIT dated 22.7.1995 challenging
the decision to cancel the disallowances made by the Assessing Officer.
191
F. MISCELLANEOUS CASES
SL.NO.
1.
PARTICULARS
Case No. 276/02 under the Consumer Protection Act
Mr. Arun Kumar, who had purchased a 500 ml quantity of 36 degree Country Liquor from a wine
shop, claimed that the quality of liquor was not fine and gave a Notice on 13.8.2002 and later filed
a suit on 7.10.2002 before the District Consumer Forum, Muzaffarnagar demanding a
compensation of Rs. 5,05,500/-. The final hearing of the case is pending.
2.
Case No. 48/02 under the Consumer Protection Act
Mr. Sanjay Verma, who had purchased a bottle of Country Liquor marked Dil Se from a wine shop
on 22.12.2001, claimed that the quality of liquor was not fine and gave a Notice and later filed a
suit before the District Consumer Forum, Muzaffarnagar in 2002 demanding a compensation of Rs.
5,00,000. The matter is pending.
3.
Case No. 179/04 under the Consumer Protection Act
Mr. Satish Kumar, who had purchased a quarter of Country Liquor from a wine shop on
13.2.2004, claimed that the quality of liquor was not fine and gave a Notice and later filed a suit
before the District Consumer Forum, Bijnore on 20.2.2004 demanding a compensation of
Rs. 2,03,025. The matter is pending.
4.
Case No. Nil/2005 u/s 409 & 413 of Cr. PC
H.N.Joshi filed a suit u/s 411,413, 406,409 of IPC before the Chief Judicial Magistrate,
Muzaffarnagar in year 2002 suit no. 1032/2002 demanding Rs.826+200+5000+127842=133868,
which was latter transferred to Judicial Magistrate II The company had already paid the amount of
gratuity and only Rs 4848.80 was due against the company. The company had deposited the
same in the court and on 01.06.2005 the court dismissed the case. Harinandan Joshi filed a
revision before District session judge on 24.6.2005. The final hearing date is fixed on 4.3.2006.
5.
Case No. 101/04 u/s 122(B) of Consumer Protection Forum
A Notice dated 8.12.2004 was served on the Company by the Court of Tehsildar, Jansath under
Rule 115C of the Land & Revenue Act claiming that the Company had wrongfully possessed the
Gram Sabha property, and thereby demanding a penalty of Rs. 14,15,000/-. The matter is
pending before the Tehsil, Jansath.
6.
State Trading Corporation v/s Sir Shadilal Sugar & General Mills (Non lifting of export quota)
(Delhi High Court)
In the accounting year 1976-77 the assessee Company had an agreement with the State Trading
Corporation of India regarding export of sugar. As per the terms of this agreement, the S.T.C was
to lift a certain specified quantity of sugar from the assessee out of levy sugar produced. Further
on default of non-lifting of the export quota the S.T.C was liable to pay penalty to the assessee
company. During the year, the levy price, which was fixed by the government, was disputed by
the company before Honble Allahabad High Court, Allahabad that granted an interim Higher price
on the levy quota. The S.T.C refused to lift the quota at higher price. The matter was referred to
arbitration who ordered in company favour. State Trading Corporation appeal in Delhi high court
against the Arbitration award civil Appellate Jurisdiction FAO (OS) 53 of 1986. Delhi high Court
decided that State Trading Corporation is to make payment of Rs. 389787/- as interim relief to
the assessee on furnishing a bank guarantee of Rs. 389787/- for restitution in the event that this
appeal succeeds in the Delhi High Court. The company provided the bank guarantee. The matter is
still pending in Delhi High Court.
7.
Agarwal Oil Extraction v/s Prabhat Kumar Swarup (ACJM) Raipur u/s 138 of Negotiable Instrument
Act
Agarwal Oil Extraction was a dealer in oil and we purchase oil from him and used in manufacture
of vanaspati. In the year 1990-91 the co. gave him two cheques no. 353687 for Rs. 245782 and
Cheque no. 353692 for Rs 45000/- for full & final payment on 19.3.91. The above Cheque was
dishonored on 29.9.91. We made a compromise and paid Rs. 95782 at the time of compromise on
25.7.92 and agree to pay the rest amount on some future date. But we could not pay the amount.
192
8.
Aggarwal Oil Extraction filed a suit no. 978/91 in the Raipur u/s 138 of Negotiable Instrument Act,
which is still pending.
4249/83 State of U.P v/s M/s Sir Shadilal Distillery & Chemicals Works
The Company has filed the a writ petition against the order passed by the Excise Commissioner,
U.P levying duty on the pipeline wastage from 7.7.1975 to 21.10.75 in 1.12.1976 writ no. 753/76
before the Hon’ble Allahabad High Court, who vide its Order dated 9.3.79 allowed the Company’s
appeal. The Department made an application to the Hon’ble Supreme court for Special Leave to
appeal against the Order of Hon’ble Allahabad High Court.
9.
1673/80
Excise Commissioner & Others v/s M/s Swarup Vegetable Products Industries Limited
This is a petition for Special Leave to appeal to this Hon’ble Court relating to the Order dated
4.8.1978 of the Hon’ble Allahabad High Court in Civil (Misc.) Writ no. 6286/1974 whereby the
High Court was pleased to allow the writ petition on the basis of its earlier decision. The fact of
writ petition was that the Excise Commissioner by its order dated 7.8.1971 imposed excise duty
amounting to Rs. 25,000/- on storage wastage alleged to have taken place in the year 1961 and
also the order of State Government passed an appeal filed against the aforesaid order of the
Excise Commissioner dated 30.8.1974. The Hon’ble High Court, Allahabad ordered in favour of the
Company on 4.8.1978.
G. INCOME TAX CASES
1.
Comm. of
Income Tax
Swarup
Vegetable
Products
Industries
Ltd.
Miscellaneous
Application of
2004
Assessment
Year
1990-91
Income
Tax as per
narration
56 Lakhs
Notice
Received
on
8.11.04
The Company gave its Sugar
unit on lease and treated the
License Fee received as
Business Income.
Allahabad
High
Court
The Assessing Officer, vide his
Order dated 18.3.1993,
treated it as Income from
Other Sources.
The Company appealed before
the Commissioner of Income
Tax (Appeal) on 30.4.1993,
who vide his Order dated
20.4.1998 treated it as
Business Income after allowing
the Company’s appeal.
The Tribunal’s Ordered in
favour of the Company on
21.4.2004.
The Department appealed on
16.4.2004 before the Hon’ble
High Court of Allahabad on the
following issues relating to
Question of law:
(1) Whether the Hon’ble ITAT
is legally justified in holding
the license fee as business
income.
2.
Commission
er of Income
Tax
Swarup
Vegetable
Products
Industries
Ltd.
Miscellaneous
Application of
2004
Income
Tax as per
narration
Assessme
nt Year
1992-93
56 Lakhs
Notice
received
on
8.11.04
(2) Whether the Tribunal is
justified in allowing benefit of
set-off of brought forward
business loss and investment
allowance despite the fact that
the A.O. assessed the license
fee as income from other
sources.
The Company gave its Sugar
unit on lease and treated the
License fee as Business
Income.
The Assessing Officer, vide his
Order dated 31.3.1995,
treated it as Income from
Other Sources.
The Company appealed before
the Commissioner of Income
193
Allahabad
High
Court
Tax (Appeal) on 31.3.1995,
who vide his Order dated
29.5.1998 treated it as
Business Income after allowing
the Company’s appeal.
The Department appealed
before the Income Tax
Tribunal, who vide his Order
dated 21.4.2004 dismissed the
Department’s appeal.
3.
Commission
er of Income
Tax
Swarup
Vegetable
Products
Industries
Ltd.
Miscellaneous
Application of
2004
Mis App of
2004
4.
Comm. of
Income Tax
Swarup
Vegetable
Products
Industries
Ltd.
5.
Comm. of
Income Tax
Swarup
Vegetable
Products
Industries
Ltd.
Income
Tax A.Y
1993-94
56 Lakhs
Notice
Rec on
8.11.04
The Company gave its Sugar
unit on lease and treated the
License fee as Business
Income.
Allahabad
High
Court
The Department appealed
before the Income Tax
Tribunal, who vide his Order
dated 21.4.2004 dismissed the
Department’s appeal.
Income
tax on
Expenses
for
renovation
& Repair
of plant &
Machinery
treated as
revenue
expenditur
e
Income
Tax on
Exp of
3,15,760
/-
Rec on
28.12.04
Filed by Department against
Tribunal Order on 30.6.2004
for treating interest on
borrowed funds as revenue
expenses in view of the fact
that the same was utilized
replacement, renovation of
plant & machinery given to
Sugar Mills for Rs. 3,15,760/in 1988-89
Allahabad
High
Court
Income
Tax
4,25,493
/-
Received
on 3.1.04
The original Assessment Order
was passed by Dy.
Commissioner of Income Tax
(Assessment) Special Range
on 27.3.1991 disallowing the
expenditure on obstruction of
duty and commission paid to
Cane Department Society and
treating the License fee as
Income Tax from other source.
Allahabad
High
Court
The Company preferred an
appeal in CIT (Appeal) on
25.4.1991 who allowed the
ground of appeal relating to
Income from Other Sources,
but disallowed the ground
relating to obstruction of duty
and commission paid to Cane
Department Society for Rs.
4,25,493/-. The Company
appealed before the Tribunal
who vide his Order dated
30.1.2003 allowed the
Company’s appeal.
6.
Comm. of
Income Tax
Swarup
Vegetable
Products
Industries
Ltd.
Mis App of
2005
Received
on
24.1.06
194
Filed by department against
the tribunal order dt. 30.1.03
for holding that 1) comm. Paid
to cane development society
amounting. Cane development
society amt rs 288893/-was
part of purchase price (2)
liability in regard to
obstruction duty of rs 136600/
was crystallized during the
year the same was reduced by
csd from amount payable to
the Assesee and not in the
year when the Hon,ble High
Court had declared the duty as
illegal . Tribunal tribunl order
was in our favour. No demand
The Income tax case relate to
A.Y 1989-90. The D.C.(IT)
Assessment special range
,Muzaffarnagar by its order
dated 31.3.1992 traet the
license fee from leasing the
Allahabad
High
Court
sugar unit as income from
other source instead of
business income and taxed on
Rs. 56 lakh instead 14 lakh as
claimed by the company. And
denied set off of unabsorbed
business loss, Unabsorbed
depreciation and set off of
investment allowance allowed
to the assessee in to earlier
years of the investment on the
sugar unit and also disallowed
the expenditure of Sugar unit
amounting to Rs. 24,60,386
and othe disallowances are
made. The company preferred
appeal before the
Commissioner of Income tax
(Appeals) on 27.4.1992 appeal
no. 147/92-93 and
Commissioner of Income tax
(Appeals) vide its order dated
22.7.1992 partly allowed the
company appeal The company
preferred appeal before the
Income tax Appellate Tribunal,
Appeal no. 6165(Del) of 1992
who vide its order dated 2nd
June 2005 partly allowed the
company appeal but treat the
license fee as income from
business & profession and
allowed set off of unabsorbed
business loss, Unabsorbed
depreciation and set off of
investment allowance allowed
to the assessee in to earlier
years of the investment on the
sugar unit and also allowed the
expenditure of Sugar unit . The
department preferred appeal in
High Court in
December 2005 on the
following grounds.
Whether on the facts and
circumstances of the case, the
Tribunal is justified in treating
the license fee as the business
income of the assessee,
instead of income from other
sources as treated by A.O
2. Whether on the facts and
circumstances of the case, the
tribunal is justified in law in
holding the license fee as
business income as held by the
A.O. as income from other
sources ignoring the fact in not
looking into the the intention
of the assessee in leasing the
business premises along with
Plant & Machinery.
3. Whether on the facts and in
the circumstances of the case
the tribunal is justified in
allowing depreciation on
sugar unit and directing to
allow the benefit of set off of
brought forward business
losses and investment
allowances despite the fact
that the A.O. assessed the
license fee as income from
other sources
4. Whether on the facts and in
the circumstances of the case
the tribunal is legally justified
in law in allowing the sugar
unit expences claimed at Rs.
24,60,386/- by the assessee
by ignoring the fact that the
195
license fee was not business
income and the said expenses
of Rs. 24,60,386/- had no
nexus with the business of the
assessee.
7.
Comm. of
Income Tax
Swarup
Vegetable
Products
Industries
Ltd.
Income
Tax
The Income tax case relate to
A.Y 1989-90. The D.C.(IT)
Assessment special range
,Muzaffarnagar by its order
dated 31.3.1992 treat the
license fee from leasing the
sugar unit as income from
other source instead of
business income and taxed on
Rs. 56 lakh instead 14 lakh as
claimed by the company. And
denied set off of unabsorbed
business loss, Unabsorbed
depreciation and set off of
investment allowance allowed
to the assessee in to earlier
years of the investment on the
sugar unit and also disallowed
the expenditure of Sugar unit
amounting to Rs. 24,60,386
and othe disallowances are
made. The company preferred
appeal before the
Commissioner of Income tax
(Appeals) on 27.4.1992 appeal
no. 147/92-93 and
Commissioner of Income tax
(Appeals) vide its order dated
22.7.1992 partly allowed the
company appeal The
Department preferred appeal
before the Income tax
Appellate Tribunal, Appeal no.
6764(Del) of 1992 against the
order of Commissioner of
Income Tax (Appeal), who vide
its order dated 5th January
2004 disposed off the
department appeal. The
department preferred appeal in
High Court in July 2004 on the
following grounds.
1. Whether Hon’ble I.T.A.T is
legally justified in law in
holding the license fee as the
business income of the
assessee as against held by
the A.O. as income from other
sources ignoring the fact in not
looking in to the intention of
the assessee in leasing the
business premises alongwith
plant and Machinery
2. Whether Hon’ble I.T.A.T is
legally justified in allowing
depreciation on sugar unit and
directing to allow the benefit of
set off of brought forward
business losses and
investment allowances despite
the fact that the A.O.
assessed the license fee as
income from other sources.
196
Allahabad
High
Court
LITIGATIONS OF COMPANIES PROMOTED BY THE PROMOTERS/DIRECTORS OF SVP INDUSTRIES
LTD.
SL.
NO
PETITIONER
RESPONDENT
1.
H.H. Bottling
Plant
State of
Rajasthan,
Globus
Agronics Ltd. &
Others
CASE NO./
SUBJECT OF
DISPUTE/
AMOUNT
3454/2005
Bottling of
Country Liquor
at Bottling Plant
PARTICULARS
COURT
PENDING STATUS
In this case the legality of
bottling policy
implemented by the State
of Rajasthan was raised.
Rajasthan High
Court, Jodhpur
Jodhpur High Court
take up the matter.
In this case also the
legality of bottling
Policy implemented by the
State of Rajasthan was
raised.
Rajasthan High
Court, Jaipur
Next hearing will be fixed
later on.
In this case the demand by
Shramik Union was
regarding increment in rate
of bonus.
Rajasthan High
Court, Jaipur
Reply submitted. Date of
hearing will be fixed later
on.
In this case writ was filed
against Excise department
for their notification
regarding demand of duty
on captive consumption.
However, all the entire
amount demanded is being
deposited on time.
Rajasthan High
Court, Jaipur
Stay received for a period
of 3 weeks. Procedure for
further extension of stay is
under progress.
In this case a recovery suit
was filed against RSGSM.
Sole Arbitrator
A fresh claim has been
submitted. Next hearing
will be fixed later on.
HSPCB issued notice &
recovery order for
Rs. 1,56,750/- as Cess
charges
Senior SubJudge, Hissar
Matter is pending before
Senior Sub-Judge, Hissar,
as next date of hearing will
be fixed later on.
ADL has laid down PVC
pipeline through PWD /
Forest Land for carrying its
trade effluent in the field of
farmers. The pipelines
were dismantled by the
PWD Department and
hence ADL went to the
Court against removal of
its PVC Pipelines.
HSPCB issued notices for
recovery of Cess and the
Petitioner went in appeal
against issuance of notices.
Additional
District Judge,
(Fast Track),
Hissar
Matter is pending before
Addl. District Judge, Hissar,
as next date of hearing will
be fixed later on.
Appellate
AuthorityHSPCB,
Chandigarh
Matter is pending before
Appellate Authority,
HSPCB, Chandigarh, as
next date of hearing will be
fixed later on.
The Govt. provided for
filling of old and new
bottles in ratio and on
account of excess filling of
old bottles, the recovery
orders were passed by
Excise & Taxation
Commissioner, Haryana.
Punjab &
Haryana High
Court at
Chandigarh
Case is to come up for final
hearing.
The Government provided
for filling of old and new
bottles in ratio and on
account of excess filling of
old bottles, the recovery
Excise &
Taxation
Commissioner
Haryana,
Chandigarh
Adjourned till disposal of
Case No. 11641/1997
will
Not Applicable
2.
3.
4.
5.
6.
7.
Liquor
Bottlers
Association
State of,
Rajasthan
& Others
Globus,
Agronics Ltd.
Shramik
Union
State of,
Rajasthan
& Others
Globus
Agronics Ltd.
State of
Rajasthan
Globus
Agronics Ltd.
Rajasthan
State Ganga
Nagar Sugar
Mills Ltd.
(RSGSM)
2344/2005
Bottling of
Country Liquor
at Bottling Plant
Not Applicable
6091/ 2004
Bonus
Not Applicable
9257/ 2005
Deposition of
Rectified Spirit;
transfer fee from
1.4.2005 to
16.9.2005
Not Applicable
Claim
Rs.7,91,004.28
(Rs.23,02,133.5
1 additional)
Associated
Distilleries Ltd.
Haryana State
Pollution
Control Board
(HSPCB)
Recovery of Cess
Associated
Distilleries Ltd.
State & Others
PVC pipelines
laid down by
Associated
Distilleries Ltd.
were removed by
PWD Department
Rs. 1,56,750/-
Not Applicable
8.
Associated
Distilleries Ltd.
Haryana State
Pollution
Control Board
(HSPCB)
Appeal against
recovery of Cess
Not applicable
9.
Associated
Distilleries Ltd.
State & Others
11641/1997
Recovery for use
of excess old
bottles
Rs. 27,63,894/-
10.
Associated
Distilleries Ltd.
Excise &
Taxation
Commissioner
Haryana
Chandigarh
Excess use of old
bottles
197
Rs. 11,11,289/11.
Tejbir
Associated
Distilleries Ltd.
The workman
has challenged
his dismissal
from services.
Subject to the
orders of High
Court
12.
Associated
Distilleries Ltd.
Essar Liquor
Suit for Recovery
Rs. 2,18,000/-
13.
Jain Roadways
Associated
Distilleries Ltd.
Suit for
Possession &
Recovery
Rs. 8,68,000/-
orders were passed by
Excise & Taxation
Commissioner, Haryana
The petitioner moved High
Court against the order of
tribunal from his dismissal
from services as the
Tribunal has upheld his
dismissal order.
IMFL Debtors
Associated Distilleries Ltd
had sold IMFL through M/s
Essar Liquor, against which
payment was not received.
Suit was thus filed for
recovery.
Jain Roadways has filed a
suit for possession of the
godown and recovery of
rent from Associated
Distilleries Ltd.
Since Associated
Distilleries stores IMFL
under Excise bond,
vacating the premises has
not been possible.
Punjab &
Haryana High
Court at
Chandigarh
Date of final hearing will be
fixed later on.
Civil Judge,
Tis Hazari,
Delhi
Matter is pending for
evidence of plaintiff.
Additional
District Judge,
Tis Hazari,
Delhi
Next date of hearing on
25.4.2006 for filing of
original documents, for
admission and denial of
documents and framing of
issues.
Next date of hearing will be
fixed later on.
In terms of Clause 6.11.1.1 (g), there are no small-scale undertakings or any other creditors to whom the
Issuer Company owes a sum exceeding Rs. 1 lakh that is outstanding for more than 30 days.
198
ii.
MATERIAL DEVELOPMENTS
In the opinion of the Board of Directors of the Company, there have not arisen, since the date of the last
financial statement disclosed in the Prospectus, any circumstances that materially or adversely affect or are
likely to affect the profitability of the Company or the value of its assets or their ability to pay their material
liabilities within the next twelve months.
iii.
GOVERNMENT APPROVALS/LICENSING ARRANGEMENTS
As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time, under
automatic route of Reserve Bank, the Company is not required to make an application for Issue of Equity
Shares to NRIs/FIIs with repatriation benefits. However, the allotment / transfer of the Equity Shares to
NRIs/FIIs shall be subject to prevailing RBI Guidelines. Sale proceeds of such investments in Equity Shares will
be allowed to be repatriated along with the income thereon subject to the permission of the RBI and subject to
the Indian tax laws and regulations and any other applicable laws.
The Company has all the necessary licenses, permissions and approvals, as may be applicable, from the
Central and State Governments and other government agencies/certification bodies required for the business
and no further approvals are required by the Company, except those approvals that may be required to be
taken from any government or any other authority in the normal course of business from time to time to
continue the activities, and those mentioned under the heading Risks Envisaged.
It must, however, be distinctly understood that in granting the below-mentioned approvals, the Government
and other authorities do not take any responsibility for the financial soundness of the Company or for the
correctness of any of the statements or any commitments made or opinions expressed.
In view of the approvals listed below, the Company can undertake this Issue and its current and proposed
business activities and no further material approvals are required from any Government authority to continue
such activities.
The following statement sets out the details of licences, permissions and approvals taken by the
Company under various Central and State Laws for carrying out its business:
Sl.
No.
1.
Name of Registration
Registration No.
Name of Issuing Authority
Central Sales Tax Registration
Asst. Commissioner Trade Tax Khatauli,
Muzaffarnagar.
2.
U.P. Sales Tax Registration
3.
PD2 License of Excise U.P.
Stating Capacity 13500 K.L per
annum (License to run Excise
business under the ownership of
any person different to the
govt.)
Permission under Water
(Pollution Prevention and
Control) Act, 1974 and under
section 25/26 and its amended
Act, 1978 under domestic /
process for its disposal and
approval
Air (Pollution Prevention and
Control) Act, 1981 and its
Section 21
No. KT 5005123
Issued on 9.9.1970;
Form 15 registration.
No. KT 0002398
Issued on 4.11.1996
Order No. 1355
E-2/13-2001-370/99 dated
2.7.2001 according to office
letter No. 3840/2-PRD-21
dated 16.08.2003
Ref No. F-48989/C-3Water/243/20/05 dated
22.07.2005
U.P. Pollution Control Board
4.
5.
Asst. Commssioner Trade Tax
Khatauli, Muzaffarnagar.
Excise Commissioner, U.P., Allahabad.
U.P. Pollution Control Board
Approval order No.
646/Water/243/05 dated
07.07.2005
Letter No. F-47813/C-3/Air
Pollution/250/33/05 dated
23.06.2005
U.P. Pollution Control Board
U.P. Pollution Control Board
6.
7.
Extension of Capacity of
Absolute Alcohol from 135
Lakhs Litres to 270 Lakhs Litres
per annum.
NOC from UP Pollution Control
Board
Permission for manufacturing
Industrial Alcohol under Rule 7
Approval No. 625/-Agg(Air)
order/250/05 Lucknow dated
17.05.2005
Letter dated 13.01.2004
Letter no. F-53756/C-3
NOC/103/12/05 dated
22.12.2005 extending the
capacity to 100 KL/day
License No. L-26(1)/(3)/61
Chem II dated 23.06.1961
199
U.P. Pollution Control Board
U.P. Pollution Control Board
Under Secretary to the Govt. of India.
Ministry of Commerce & Industry,
8.
of the Registration and
Licensing of Industrial
Undertaking Rules 1952
Permanent Account Number
9.
10.
TAN Number
Factory Licence
11.
Certificate of Importer-Exporter
Code (IEC)
12.
Service Tax Registration
13.
Permission for Installation of
Turbo Generator
14.
Public Liability Insurance Policy
towards handling/dealing in
hazardous substance
15.
Registration of Boilers under
Boilers (India) Act, 1923
ISO 9001:2000 Registration
16.
Ministry of Industrial Development
AAECS3637C
MRTS01550D
Licence No. MZR-110 under
the Factories Act, 1948.
The licence has expired, and
the Company has made an
application on 26.10.2005 for
renewal of the same.
IEC Code No. 3301001289
dated 11.7.2001
Form ST 2- Registration under
Service Tax
No. 187/GTA/ST/KHT/2004
issued on 13.1.2005
Preliminary inspection and
permission for installation of
600 KVA Turbo Generator
No. 277 issued on 10.7.2002
By Bajaj Allianz General
Insurance Company Limited
dated 13.3.2006 effective for
the period 13.3.2006 to
12.10.2007
Obtained
Received on 25.1.2006.
Registration valid upto
30.9.2009.
Income tax Department, Government of
India
National Securities Depository Limited
Dy. Director of Factories, U.P.
Meerut Division
Meerut
Jt. Director of Foreign Trade
Ministry of Commerce
Government of India
Superintendent,
Central Excise Range,
Khatauli
Dy. Director,
Electricity Safety,
Uttar Pradesh
Administration
By Bajaj Allianz General Insurance
Company Limited
UKAS Quality Management for manufacture
and supply of IMFL, CL, RS and ENA.
DETAILS OF PRODUCT RELATED LICENSES/PERMISSION HELD BY THE COMPANY
I.
Type of License
License No
Date of Issue
Name of license holder
Purpose
Valid up to
Issuing authority
II.
Type of License
License No
Date of Issue
Name of license holder
Purpose
Valid up to
Issuing authority
III.
Type of License
License No
Date of Issue
Name of license holder
Purpose
Valid up to
Issuing authority
Form F.L. 1A
07/FL-1A/2006-07
30.3.2006
M/s. Sir Shadilal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
for FL-3A for Triumph Distillers and Vintners Pvt Ltd
Wholesale Vend Of Foreign Liquor other than denatured spirit
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
Form F.L. 1A
04/2006-07
30.3.2006
M/s. Sir Shadilal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
for FL-3A for McDowell & Company ltd.
Wholesale Vend Of Foreign Liquor other than denatured spirit
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
Form F.L.1A
05/FL-1A/2006-07
30.3.2006
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
for Herbertson ltd
Wholesale vend of Foreign Liquor other than denatured spirit
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
200
IV.
Type of License
License No
Date of Issue
Name and address of
license holder
rpose
Valid up to/renewal
Issuing authority
V.
Type of License
License No
Date of Issue
Name of the License
holder
Valid up /renewed
Address
Purpose
Issuing authority
VI.
Type of License
License No
Date of Issue
Name of the License
holder
Valid up /renewed
Place for which license is
issued
Purpose
Issuing authority
VII.
Type of License
License No
Date of Issue
Name of License holder
Purpose
Valid up to
Issuing authority
VIII.
Type of License
License No
Date of Issue
Name of License holder
Form F.L. 3 *
1/1970-71
30th August, 1970
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
License for Bottling Indian made rum in bond without payment of duty
Renewed for the year 2005-06
Asstt. Excise officer (distribution)
License for production and sale of spirit *
2/1990-91
1st April, 1990
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
Renewed for the year 2005-06
M/s. Sir Shadilal Distilleries and Co. Works, Mansoorpur, Muzzafarnagar
License for production of spirit
District Excise Officer
Registration as retail dealer in Alcohol *
Form B- (no. 1/476)
4-6-1996
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
Valid for the year 2005-06
M/s. Sir Shadilal Distilleries and Co. Works, Mansurpur, Muzzafarnagar
To carry business of a retail dealer in Alcohol at the aforesaid address.
District Excise Officer, Muzzafarnagar
Form F.L. 1
08/2006-07
30.3.2006
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
Wholesale vend of Foreign Liquor and low alcoholic brewerage other than
denatured spirit
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for the substantial expansion of the production of Industrial
Alcohol
16/2005-06
23-8-1995
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
Purpose
Salient features
Substantial expansion of the production of Industrial Alcohol
Permission is given for expansion of production capacity to 1.5 million gallon
of industrial Alcohol
* Applied for renewal, as per details given hereunder.
LICENSE/PERMISSION FOR WHOLESALE VEND OF COUNTRY LIQUOR FOR THE FOLLOWING
DISTRICTS IN THE STATE OF UTTAR PRADESH
a.
Type of License
License No
Wholesale vend of country liquor
62/2006-07
201
Date of Issue
Valid up to
Address
Purpose
Issuing authority
b.
Type of License
License No
Date of Issue
Address
Purpose
Valid up to
Issuing authority
c.
Type of License
License No
Date of Issue
Valid up to
Issuing authority
Address
Purpose
d.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
e.
Type of License
License No
Date of Issue
Address
Purpose
Valid up to
Issuing authority
f.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
g.
Type of License
License No
Date of Issue
Valid up to
Address
27.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
License for wholesale vend of country liquor for the district Muzzafarnagar.
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
60/2006-07
27.3.2006
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
License for wholesale vend of country liquor for the district Gautan Budh
Nagar
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
110/2006-07
29.3.2006
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansurpur, Muzzafarnagar
License for wholesale vend of country liquor for the district Ghaziabad
License for wholesale vend of country liquor
63/2006-07
27.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Moradabad
Licensing Authority, Office of Excise Commissioner
License for wholesale vend of country liquor
61/2006-07
27.3.2006
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Hathras
31.3.2007
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
64/2006-07
27.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Bulandshahar
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
59/2006-07
27.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
202
Purpose
Issuing authority
h.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
i.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
j.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
k.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
l.
Type of License
License No
Date of Issue
Valid up to
Address
Purpose
Issuing authority
License for wholesale vend of country liquor for the district Agra
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
149/2006-07
30.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Dhampur/Bijnor
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
109/2006-07
29.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Saharanpur
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
147/2006-07
30.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Aligarh
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
148/2006-07
30.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Meerut
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
License for wholesale vend of country liquor
58/2006-07
27.3.2006
31.3.2007
M/s. Sir Shadi Lal Distilleries and Chemical Works, Mansoorpur,
Muzzafarnagar
License for wholesale vend of country liquor for the district Mahoba
Licensing Authority, Office of Excise Commissioner, Uttar Pradesh
M/s Sir Shadi Lal Distilleries and Chemical Works, unit of the Company is holding permission /
labels for the following brands:
Brand name
Alcazar Deluxe Quality Vodka
Bagpiper Prestige Whisky
Black Stallion Prestige Whisky
Carew’s dry Gin
Gilbey’s Green Label The Rich Blend Whisky
Mc Dowell’s Gold Riband Prestige Whisky
Licence No.
41/9 & 42/9
19/9 & 20/9
16 (2)
10/9, 11/9 & 12/9
30/9 & 31/9
7/9, 8/9 & 9/9
203
Year
2006-07
2006-07
2006-07
2006-07
2006-07
2006-07
Premium Romanov Vodka
Men’s Club Fine Whisky
Men’s Club XXX Strong Rum
Shahjahanpur Tiger Rum XXX
Majnu
Tohfa
Mr India
Fighter
Dil Se
Dhadkan
15 (2)
17 (3)
32/9, 33/9 & 34/9
4/9, 5/9 & 6/9
13/5
13/1
13/2
13/3
13/4
13/6
2006-07
2006-07
2006-07
2006-07
2006-07
2006-07
2006-07
2006-07
2006-07
2006-07
Approvals, Licences and Permissions applied for and not yet received:
a.
The Company has applied for fresh connection of 250 KVA, as stand by, to the U.P. State Electricity Board
vide its application-dated 12.11.2005, which is under consideration.
b. The Company has filed an application dated 8-2-2006 with the Department of Company Affairs for obtaining
approval for payment of Remuneration of Rs. 80,000 to Mr. Ajay Kumar Swarup in terms of the
requirement of section 314 (IB) of the Companies Act, 1956, read with Director’s Relatives (Office or Place
of Profit) Rules, 2003.
c.
The product related licenses/permissions held by the company, as mentioned earlier have expired on 31st
March, 2006, and the Company has applied for renewal.
d.
The licenses/permissions for wholesale vend of Country Liquor for all the districts in the state of Uttar
Pradesh mentioned above have expired on 31st March, 2006, and the Company has applied for renewal of
the same.
e.
The Company has made an application with the concerned authorities for renewal of registration of
registration of its Rourkee Road Office under the UP Shops and Commercial Establishment Act.
f.
The Licence No. MZR-110 under the Factories Act, 1948 has expired, and the Company has made an
application on 26.10.2005 for renewal of the same.
g.
Product related Licenses/Permission held by the Company:
i. The Company has applied for renewal of Licence (Form F.L.3) for bottling Indian made Rum in bond
without payment of duty, vide letter no. GM/W/2005-06/329 dated February 28, 2006.
ii.
The Company has applied for renewal of Licence for production and sale of Spirit, vide letter no.
GM/W/2005-06/332 dated February 28, 2006.
iii. The Company has applied for renewal of registration, as retail dealer in Alcohol vide letter no. GM
(W)/2005-06/328 dated February 28, 2006.
204
SECTION VII
OTHER REGULATORY AND STATUTORY DISCLOSURES
1.
AUTHORITY FOR THE PRESENT ISSUE
The issue of Equity Shares by the Company has been authorized by the resolution of the Board of
Directors passed at their meeting held on November 22, 2005, and subsequently authorized by the
shareholders vide a Special Resolution passed at the Extraordinary General Meeting of the Company
held on December 30, 2005.
2.
PROHIBITION BY SEBI
The Company, its Directors/Promoters, the Group Companies, other companies promoted by the
promoters and companies with which the Company’s Directors are associated as Directors or as
Promoters are not prohibited from accessing the capital markets under any order or direction passed by
SEBI.
3.
ELIGIBILITY FOR THE ISSUE
According to Clause 2.2.1 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and
amendments thereof, an unlisted company shall make an initial public issue (IPO) of any equity share
or any security convertible into equity shares at a later date subject to the fulfillment of the following
conditions:
a.
The Company has net tangible assets of atleast Rs. 3 crores in each of the preceding three full
years (each of 12 months), of which not more than 50% is held in monetary assets;
b.
The Company has a track record of distributable profits in accordance with Section 205 of the
Companies Act, 1956, for at least three of the immediately preceding five (5) years;
c.
The company has a pre-issue net worth of atleast Rs. 1 crore in each of the three (3) preceding full
years (of 12 months each);
d.
In case the company has changed its name within the last one year, at least 50% of the revenue
for the preceding 1 full year is earned by the company from the activity suggested by the new
name; and
e.
The aggregate of the proposed issue and all previous issues made in the same financial year in
terms of size (i.e., offer through the offer document + firm allotment + promoters’ contribution
through the offer document) does not exceed five (5) times its pre-issue net worth of the company
as per the audited Balance Sheet of the last financial year.
The Company changed its name from Swarup Vegetable Products Industries Ltd to SVP Industries Ltd
with effect from 30th June, 2004.
In terms of the certificate issued by M/s B.R. Maheshwari & Co., Chartered Accountants, dated March
27, 2006, the Company satisfies the above eligibility criteria as follows:
The Company is eligible for the Issue in accordance with Clause 2.2.1 of the SEBI DIP Guidelines as
explained herein above. The net tangible assets, monetary assets, net profits and net worth as derived
from the audited financial statements, and included in this Prospectus under the section titled “Financial
Statements”, as at, and for the last five financial years ended March 31, 2005, and for the nine month
period ended December 31 2005 is set forth herein-below:
205
FINANCIAL PERIOD----------------------
9 Months
ended
31st
December,
2005
31st
Year
ended
March
2005
31st
Year
ended
March
2004
31st
Year
ended
March
2003
31st
Year
ended
March
2002
31st
Year
ended
March
2001
PARTICULARS
Net Tangible Assets
3381.99
2740.85
2974.51
2896.89
2571.74
2070.73
Monetary Assets
597.07
469.25
858.80
656.01
313.37
330.50
Monetary Assets
(%age)
17.65%
17.12%
28.87%
22.65%
12.19%
15.96%
401.70
145.49
134.76
68.58
217.56
154.98
1748.56
1346.86
1262.81
1390.40
1428.63
1424.82
Distributable Profits
Net Worth
Note:
1.
Net tangible assets are defined as the sum of fixed assets (including capital work-in-progress and
excluding revaluation reserves), current assets (excluding deferred tax assets), investments, and
less current liabilities (excluding deferred tax liabilities and long term liabilities).
2.
Monetary Assets is defined as the sum of cash in hand, cash at bank, quoted investments, fixed
deposits and interest accrued on fixed deposits, if any.
Based on the above data, and the certification provided by the Auditors, the Lead Manager has confirmed
that the Company is fulfilling the criteria of eligibility norms for public issue by unlisted company as
specified in the Guideline 2.2.1 of SEBI (DIP) Guidelines, 2000, and subsequent amendments thereof.
The Company also undertakes that the number of prospective allottees in the Issue shall be at least 1000
failing which the entire subscription amount will be refunded.
4.
DISCLAIMERS
SEBI DISCLAIMER CLAUSE
AS REQUIRED, A COPY OF THIS DRAFT PROSPECTUS HAS BEEN SUBMITTED TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA.
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF DRAFT OFFER DOCUMENT TO
SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE DRAFT OFFER DOCUMENT. THE LEAD MANAGER, SREI CAPITAL MARKETS
LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT OFFER DOCUMENT ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURES AND INVESTOR
PROTECTION) GUIDELINES 2000, AND THE SUBSEQUENT AMENDMENTS THEREOF, IN FORCE
FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT OFFER DOCUMENT, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, SREI
CAPITAL MARKETS LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED
MARCH 28, 2006, IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS 1992,
WHICH READS AS FOLLOWS:
1. “WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION
LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC.
206
AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT
PROSPECTUS PERTAINING TO THE SAID ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF
THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND
THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS
FURNISHED BY THE COMPANY,
WE CONFIRM THAT:
a. THE DRAFT PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
b.
ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS ALSO THE
GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY
OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;
AND
c. THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE TRUE, FAIR AND ADEQUATE
TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE
INVESTMENT IN THE PROPOSED ISSUE.
5.
3.
WE CONFIRM THAT BESIDE OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT
PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS
ARE VALID.
4.
WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE
UNDERWRITERS TO FULFILL THEIR UNDERWRITING COMMITMENTS.
5.
WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO
LOCK-IN AND THE SECURITIES PROPOSED TO FORM PART OF PROMOTERS’
CONTRIBUTION SUBJECT TO LOCK-IN WILL NOT BE DISPOSED/SOLD/TRANSFERRED BY
THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT
PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD
AS STATED IN THE DRAFT PROSPECTUS.
DISCLAIMER STATEMENT FROM THE ISSUER AND THE LEAD MANAGER
THE ISSUER COMPANY AND THE LEAD MANAGER ACCEPT NO RESPONSIBILITY FOR
STATEMENTS MADE OTHERWISE THAN IN THE DRAFT PROSPECTUS OR IN THE
ADVERTISEMENT OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THE
COMPANY AND THAT ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION,
INCLUDING OUR WEBSITE www.svpindustries.in WOULD BE DOING SO AT HIS OR HER OWN
RISK.
The Lead Manager accepts no responsibility, save to the limited extent as provided in terms of the
Memorandum of Understanding entered into between the Company and the Lead Manager, and the
Underwriting Agreement to be entered into among the Underwriters and the Company.
All information shall be made available by the Lead Manager, and the Company to the public and
investors at large and no selective or additional information would be available for a section of the
investors in any manner whatsoever including at road show presentations, in research or sales reports, at
collection centers or elsewhere.
The Issuer and Lead Manager are obliged to update the Draft Prospectus and keep the public informed of
any material changes till the listing and trading commencement.
6.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India (including Indian nationals resident in India
who are not minors, HUFs, companies, corporate bodies and societies registered under the applicable
laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian
financial institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), Trusts registered under the Societies Registration Act, 1860, as amended from time to
time, or any other law relating to Trusts and who are authorised under their constitution to hold and
invest in equity shares, Foreign Venture Capital Funds registered with SEBI, State Industrial
Development Corporation, permitted Insurance Companies, Provident Funds with minimum corpus of Rs.
2500 Lakhs and Pension Funds with minimum corpus of Rs. 2500 Lakhs., and to non-residents including
207
NRIs and FIIs. This Draft Prospectus does not, however, constitute an offer to sell or, invitation to
subscribe to shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make
an offer or invitation in such jurisdiction. Any person into whose possession this Draft Prospectus comes
is required to inform himself or herself about it, and to observe, any such restrictions. Any dispute arising
out of this Issue will be subject to the exclusive jurisdiction of appropriate court(s) in Delhi only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that this Draft Prospectus has been filed with SEBI for observations and
SEBI has given its observations and the Draft Prospectus has been filed with RoC as per the provisions of
the Companies Act. Accordingly, the Equity Shares, represented thereby may not be offered or sold,
directly or indirectly, and this Draft Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft
Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company from the date hereof or that the information contained
herein is correct as of any time subsequent to this date.
7.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGES:
A. DISCLAIMER CLAUSE OF THE BOMBAY STOCK EXCHANGE LIMITED (BSE) – The Designated
Stock Exchange
[*]
B. DISCLAIMER CLAUSE OF THE NATIONAL STOCK EXCHANGE OF INDIA
LIMITED (NSE)
[*]
8.
FILING OF PROSPECTUS WITH THE BOARD AND THE REGISTRAR OF COMPANIES
A copy of the Draft Prospectus, along with the documents required has been filed with SEBI (Head Office)
Mittal Court, ‘B’ Wing, 1st Floor, 224 Nariman Point, Mumbai- 400 021. A copy of the Prospectus, along
with the material contracts and documents required to be filed under Section 60B of the Companies Act
would be delivered for registration to the Registrar of Companies, Uttar Pradesh and Uttaranchal located
at 37/17, Westcott Building, The Mall, Kanpur - 208001
9.
LISTING
Initial listing applications have been made by the Company to the Bombay Stock Exchange Limited (BSE)
(Designated Stock Exchange) and the National Stock Exchange of India Limited (NSE) for permission to
list the equity shares and for an official quotation of the Equity Shares of the Company.
In case the permission to deal in and for official quotation of the Equity Shares are not granted by the
above mentioned Stock Exchanges, the Company shall forthwith repay, without interest, all monies
received from applicants in pursuance of this Prospectus. If such money is not paid within eight days
after the Company becomes liable to repay it (i.e., from the date of refusal or within 70 days from the
Issue Closing Date, whichever is earlier), then the Company and every Director of the Company who is
an officer in default shall, on and from the date the expiry of 8 days, will be jointly and severally liable to
repay the money with interest as prescribed under section 73 of the Companies Act, 1956.
The Company with the assistance of the Lead Manager shall ensure that all steps for the completion of
the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned
above are taken within seven working days of finalisation of the basis of allotment for the Issue.
10.
IMPERSONATION
Attention of applicants is specifically drawn to the provisions of sub-section (1) of
68A of the Companies Act, which is reproduced below:
Section
“any person whoa.
Makes in a fictitious name an application to a company for acquiring, or subscribing of any
Equity Shares therein, or
b.
Otherwise induces a company to allot, or register any transfer of Equity Shares therein to
him, or any other person in a fictitious name, shall be punishable with imprisonment for a
term which may extend to five years.”
208
11.
CONSENTS
Consents, in writing, of the Directors, Company Secretary, Compliance Officer, Statutory Auditors,
Bankers to the Company, Lead Manager to the Issue, Legal Advisor to the Issue, Registrar to the Issue,
and Bankers to the Issue, to act in their respective capacities, have been obtained and shall be filed
along with a copy of the Draft Prospectus with the Registrar of Companies, Uttar Pradesh and Uttaranchal
at Kanpur as required under Section 60 and 60B of the Companies Act and such consents have not been
withdrawn up to the time of delivery of this Draft Prospectus for registration with the RoC.
M/s B.R. Maheshwari & Co., Chartered Accountants, our statutory auditors have given their written
consent to the inclusion of their report in the form and context in which it appears in this Draft
Prospectus and such consent and report has not been withdrawn up to the time of delivery of this Draft
Prospectus for registration with the RoC.
M/s B.R. Maheshwari & Co., Chartered Accountants, our statutory auditors have given their written
consent to the inclusion of their report on the tax benefits accruing to our Company and its members in
the form and context in which it appears in this Draft Prospectus and such consent and report has not
been withdrawn up to the time of delivery of this Draft Prospectus for registration with the RoC.
12.
EXPERT OPINION
Except as stated in this Draft Prospectus, the Company has not obtained any expert opinions, other than
as stated in the Draft Prospectus.
13.
PUBLIC ISSUE EXPENSES
The Expenses of this Issue includes, among others, underwriting and management fees, selling
commission, printing and distribution expenses, legal fees, statutory advertising expenses, bank charges,
listing fees, and other miscellaneous expenses.
The total estimated expenses would be met out of the proceeds of the issue. All expenses with respect to
the Issue would be borne by the company
Public Issue expenses are estimated as follows:
(Rs. in Lakhs)
SL.
NO.
ACTIVITY
1.
Fees of Lead Manager, Registrar, Legal
Advisor, Auditors etc.
Printing & Stationery, Distribution,
Postage, etc.
Underwriting Commissions
Advertisement & Marketing Expenses
Other Miscellaneous Expenses (such as
initial listing fees, annual listing fees, SEBI
filing fees, other statutory fees,
despository fees etc.)
Contingencies
Total
2.
3.
4.
5.
6.
AMOUNT
[*]
% of Total
Issue
Expenses
[*]
% of Total
Issue Size
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
* Will be incorporated after finalization of Issue price
Fees Payable to Lead Manager to the Issue
The total fees payable to the Lead Manager (including underwriting commission, if any, and selling
commission) will be as per the terms of the Memorandum of Understanding dated March 27, 2006 signed
with the Lead Manager, copy of which is available for inspection at the Registered Office of the Company.
Fees Payable to Registrar to the Issue
The total fees payable to the Registrar to the Issue will be as per the Memorandum of Understanding
dated March 29, 2006 signed with the Registrar, copy of which is available for inspection at the Registered
Office of the Company. The Registrar will also be reimbursed with all relevant out-of-pocket expenses
such as cost of stationery, postage, stamp duty, communication expenses, etc.
Others
The total fees payable to the Legal Advisor, Auditors and Tax Auditors will be as per the terms of their
respective engagement letters.
209
14.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
The Underwriting commission for the Issue would be set out in the Underwriting Agreement, copy of which
would be available for inspection at the Registered Office of the Company. Brokerage will be paid on the
basis of allotment made against application bearing the stamp of a member of any recognized exchange
in India in the brokers columns. Brokerage at the same rate shall also be payable to the bankers to the
issue in respect of allotment made against applications bearing their respective stamps in the brokers
columns.
In case of tampering or over stamping of broker/agents codes on the application form, Issuers decision to
pay brokerage in respect will be final and no further correspondence will be entertained in the matter.
15.
PREVIOUS PUBLIC OR RIGHTS ISSUES (DURING THE LAST FIVE YEARS)
The Company has not made any previous public or rights issues since its incorporation.
However, Swarup Vegetable Products Ltd., (the erstwhile name of the Issuer Company) was listed with
the Delhi Stock Exchange in early 1970s, as per the then prevailing listing guidelines laid down. The
Company hardly had any trading, as there was no public holding at all in all the following years.
The Company applied for Delisting from the Delhi Stock Exchange vide its letter dated May 3, 1994 citing
the following reasons for delisting:
i.
That the then prevailing number of members was only 34 consisting of the Directors and their
relatives.
ii.
That the company had never gone for public issue and issued any prospectus, in the past,
iii.
That there was no public shareholding in the company.
iv.
That the then prevailing number of shareholders had falled below 10 (ten) for every rupees one lakhs
paid-up share capital.
v.
That there had not been any trading in the shares of the Company either at the Stock Exchange or
market for the past decade.
vi.
That the Board of Directors of the Company, in their meeting held on 31st March, 1994, and
subsequently the Shareholders in their General Meeting held on 30th April, 1994 decided to get the
Company delisted.
The Delhi Stock Exchange delisted the Company vide its letter dated May 23, 1994.
16.
PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH
The Company has not made any previous issues of shares otherwise than for cash, except as stated in
the Draft Prospectus under “Capital Structure” beginning from page no. 10 of this Draft Prospectus.
17.
COMMISSION AND BROKERAGE ON PREVIOUS ISSUES
The company has not made any previous public or right issue since inception and as such no amount has
been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to
procure subscription of the equity shares
18.
PARTICULARS IN REGARD TO SVP INDUSTRIES LTD. AND OTHER LISTED COMPANIES UNDER
THE SAME MANAGEMENT WITHIN THE MEANING SECTION 370 (1)(B) OF THE COMPANIES
ACT, 1956 THAT MADE ANY CAPITAL ISSUE DURING THE LAST THREE YEARS
The following company has been declared to be under the same management within the meaning of
Section 370 (1B) of the Companies Act, 1956:
Mansurpur Leasing & Finance Private Limited
For more details, please refer to the section titled “Financial and Other Information of Group Companies”
beginning on page no. 148 of this Draft Prospectus.
There have been no capital issues during last three years either by the Company or any other listed
company under the same management within the meaning of Sec. 370(1)(B) of the Act.
19.
PROMISE VIS-À-VIS PERFORMANCE
Issuer
The company has not made any previous public or right issue since inception and hence not applicable.
Our Company has not made any public issue in past. Hence Promise vis-à-vis performance is not
applicable to us.
210
Listed Ventures of Promoters
The company does not have any listed venture and hence not applicable.
Our promoters do not have any Listed Venture
20.
OUTSTANDING DEBENTURES OR BOND ISSUES
The Company does not have any outstanding debentures or bonds.
21.
OUTSTANDING PREFERENCE SHARES
The Company does not have any outstanding preference shares.
22.
STOCK MARKET DATA
This being the first public issue of our Company the Equity Shares of our company are not listed on any
stock exchange hence no stock market data is available.
The Company was listed on the Delhi Stock Exchange, and its Equity Shares quoted infrequently. The
Company got its shares delisted in 1994, the details of which are given at page no. 210 of this Draft
Prospectus.
This is the first Public Offering of the Company’s equity.
23.
24.
CHANGE IF ANY TO THE AUDITORS DURING LAST 3 YEARS AND REASONS THEREOF
There has been no change in the Auditors of the Company during the last three financial years. M/s B.R.
Maheshwari, Chartered Accountants have been the auditors for the above period.
MECHANISM EVOLVED FOR REDRESSAL OF INVESTOR GRIEVANCES
All investor complaints that cannot be resolved by the Company Secretary or the Compliance Officer
would be placed before the Investors Grievance Committee for resolution. The Company will settle
investor grievances expeditiously and satisfactorily.
The agreement between the Company and the Registrar to the Issue will provide for retention of records
with the Registrar to the Issue, Karvy Computershare Private Limited, for a period of at least one year
from the last date of dispatch of letters of allotment, demat credit, and refund orders to enable the
investors to approach the Registrar to the Issue for redressal of their grievances.
All grievances relating to this Issue may be addressed to the Registrar to the Issue, giving full details
such as name, address of the applicant, number of Equity Shares applied for, amount paid on application
and the bank branch or collection centre where the application was submitted.
Disposal of Investor Grievances
The Company estimates that the average time required by it or the Registrar to the Issue for the
redressal of routine investor grievances shall be seven working days from the date of receipt of the
complaint. In case of non-routine complaints and where external agencies are involved, the Company or
the Registrars will seek to redress these complaints as expeditiously as possible.
The company has appointed, Dr. Bhaskar Roy, Vice President (Finance), SVP Industries Limited
as the Compliance Officer and he may be contacted in case of any pre-issue or post-issue related
problems such as non-receipt of allotment advice, refund orders and demat credit, etc. He can be
contacted at:
SVP Industries Ltd.
B-67, 1st Floor
East of Kailash
New Delhi – 110 065
Tel.: (011) 26924932/26845616
Fax: (011) 26843285
E-mail: [email protected]
Website: www.svpindustries.in
25.
CAPITALISATION OF RESERVES OR PROFITS
Except as stated herein below and elsewhere in the Prospectus under “Capital Structure”, the Company
has issued the following Equity Shares on capitalisation of profits or reserves.
Date of Allotment
Bonus Shares
31.08.1994
of
Ratio of Bonus
Issue
Number of Equity
Shares of Rs. 10/- each
issued as Bonus
Amount of Reserves
Capitalized
4:1
43,10,760
Rs. 4,31,07,600
211
29.10.2005
26.
3:5
32,33,070
Rs. 3,23,30,700
REVALUATION OF ASSETS
The Company has not revalued its Fixed Assets in the last five years.
However, the Company revalued its Fixed Assets earlier in July, 1994. The Assets revalued comprised
Land and Buildings. Land constituted the area comprising Factory Buildings, Residential Colony, and
Administrative Office therein.
Buildings revalued comprised Factory Buildings of Distillery Unit, Vanaspati Unit, Edible Oil Refining Unit,
Administrative Office and Residential Colony.
The above properties were located in Village Khanupur and Jahangirpur, P.O. Mansurpur, and at Roorkee
Road, both in District Muzaffarnagar, Uttar Pradesh.
The entire revaluation exercise was undertaken by M/s Bansal & Associates, Regsitered Valuers &
Architects, 186/30, Aryapuri, Muzaffarnagar, Uttar Pradesh. In terms of their Valuation Report, dated 1st
July, 1994, the Land was revalued at Rs. 689.62 lakhs, and the Buildings were revalued at Rs. 308.41
lakhs, aggreghating Rs. 998.03 lakhs. The above valuation was accepted by the Board of the Company in
its meeting held on 16th July, 1994. The same was adopted in the Company’s books. The appreciation of
Rs. 9,61,89,274 consequent to the revaluation of Land and Building was transferred to the capital
reserves in the Company’s books.
212
SECTION VIII
ISSUE INFORMATION
i.
TERMS OF THE ISSUE
The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and
Articles of the Company, the terms of this Draft Prospectus, Application Form, the Revision Form, and other
terms and conditions as may be incorporated in the Allotment Advice, and other documents/certificates that
may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable,
guidelines, notifications and regulations relating to the issue of capital, listing and trading of securities issued
from time to time by SEBI, Government of India, Reserve Bank of India, Registrar of Companies, Stock
Exchanges, and/or other authorities, as in force on the date of the Issue and to the extent applicable.
i.
Authority for the Issue
The issue of Equity Shares by the Company has been authorised by the resolution of the Board of
Directors passed at their meeting held on November 22, 2005, which is subject to the approval of
shareholders through a special resolution to be passed pursuant to Section 81 (1A) of the Companies Act.
Subsequently, on December 30, 2005, the shareholders approved the Issue at the Extraordinary General
Meeting of the Company.
ii.
Ranking of Equity Shares
The Equity Shares being offered shall be subject to the provisions of our Memorandum and Articles and
shall rank pari passu in all respects with the other existing Equity Shares of the Company including rights
in respect of dividend. The Allottees of Equity Shares will be entitled to dividends and other corporate
benefits, if any, declared by the Company after the date of Allotment.
iii.
Mode of payment of Dividend
The declaration and payment of dividends will be recommended by our Board of Directors and our
shareholders, at their discretion, and will depend on a number of factors, including but not limited to our
earnings, capital requirements and overall financial condition.
iv.
Face Value and Issue Price
The Equity Shares with a face value of Rs. 10 each are being offered in terms of this Draft Prospectus at a
price of Rs. [*], which is [*] times of the Face Value.
v.
Compliance with SEBI DIP Guidelines
The Company shall comply with all disclosure and accounting norms as specified by SEBI from time to
time. In this regard we have appointed Dr. Bhaskar Roy, Vice President (Finance) as the Compliance
Officer of the Company.
vi.
Rights of the Equity Shareholder
Subject to applicable laws, the Equity shareholders shall have the following rights:
a.
Right to receive dividend, if declared;
b.
Right to attend general meetings and exercise voting powers, unless prohibited by law;
c.
Right to vote on a poll either in person or by proxy;
d.
Right to receive offers for rights shares and be allotted bonus shares, if announced;
e.
The right of free transferability;
f.
Right to receive surplus on liquidation; and
g.
Such other rights, as may be available to the shareholder of a listed Public Company under the
Companies Act and the Memorandum and Articles of Association of the Company.
For a detailed description of the main provisions of the Company’s Articles of Association relating to
voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting of
Shares, refer to the section titled “Description of Equity Shares and Terms of The Articles of Association”
beginning from page 225 of this Draft Prospectus.
213
MARKET LOT
In terms of Section 68B of the Companies Act, the Equity Shares of the Company shall be allotted only in
dematerialized form. As trading in the Equity Shares is compulsorily in dematerialized form, the market lot is
one Equity Share.
Allotment of Equity Shares will be done in multiples of one Equity Share, subject to a minimum allotment of [*]
Equity Shares.
NOMINATION FACILITY TO INVESTOR
In accordance with Section 109A of the Companies Act, the sole or first Applicant, along with other joint
Applicants, may nominate any one person in whom, in the event of death of sole Applicant or in case of joint
Applicants, death of all the Applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A
person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original
holder(s), shall in accordance with Section 109A of the Act, be entitled to the same advantages to which he or
she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be entitled
to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the Prescribed
Form available on request at the Registered Office of the Company or at the Registrar and Share Transfer
Agents of the Company.
In accordance with Section 109B of the Act, any person who becomes a nominee by virtue of the provisions of
Section 109A of the Act, shall upon the production of such evidence as may be required by the Board, elect
either:
a.
to register himself or herself as the holder of the Equity Shares; or
b.
to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may, at any time, give notice requiring any nominee to elect/choose either to be registered
himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of
ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in
respect of the Equity Shares, until the requirements of the notice have been complied with.
Since the allotment/transfer of Equity Shares in the Issue will be made only in dematerialized form, there is no
need to make a separate nomination with the Company. Nominations registered with the respective depository
participant of the applicant would prevail. If the investors require change in the nomination, they are requested
to inform their respective depository participant.
MINIMUM SUBSCRIPTION
"If the company does not receive the minimum subscription of 90% of the net offer to public, including
devolvement of underwriters within 60 days from the date of closure of the issue, or if the subscription level
falls below 90% after the closure of issue on account of cheques having being returned unpaid or withdrawal of
applications, the Company shall forthwith refund the entire subscription amount received. If there is a delay
beyond 8 days after the company becomes liable to pay the amount, the Company shall pay interest as per
Section 73 of the Companies Act, 1956."
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The Company’s shares will be traded in dematerialized form only and the marketable lot is one share. Therefore
there is no possibility of odd lots.
RESTRICTIONS, IF ANY, ON
CONSOLIDATION/SPLITTING
TRANSFER
AND
TRANSMISSION
OF
SHARES
AND
ON
THEIR
For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their
consolidation/splitting, please refer to the sub-heading “Main Provisions of the Articles of Association of SVP
Industries Ltd” of this Draft Prospectus.
214
ii.
ISSUE PROCEDURE
Principal Terms And Conditions Of The Issue
The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and
Articles of the Company, the terms of this Draft Prospectus, Application Form, the Revision Form, and other
terms and conditions as may be incorporated in the Allotment Advice, and other documents/certificates that
may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable,
guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities
issued from time to time by SEBI, Government of India, Reserve Bank of India, Registrar of Companies, Stock
Exchanges, and/or other authorities, as in force on the date of the Issue and to the extent applicable.
HOW TO APPLY
i.
Availability of Prospectus and Application Forms
The Memorandum, Form 2A containing salient features of the Draft Prospectus may be obtained from the
Registered Office of the Company, Lead Manager to the Issue, Registrar to the Issue, Brokers to the Public
Issue and Bankers to the Issue named herein or from their branches/collection centres as stated on the
Application Form. Any individual desiring to have a full copy of the Prospectus may write to the Lead
Manager or to the Registered Office of the Company.
NRIs / FIIs / Indian Mutual Funds & Indian and Multilateral Development Financial Institutions can obtain
the Application Form from the registered office of the Company.
ii.
Applications not to be made by:
i.
Minors
ii.
Partnership firms or their nominees
iii. Foreign Nationals (except NRIs)
iv. Overseas Corporate Bodies (OCBs)
iii.
Who can Apply:
Indian Nationals, who are resident in India and are Adult Individuals and are not lunatic, in single or
joint names (not more than three)
Hindu Undivided Families (HUFs) through the Karta of the Hindu Undivided Family
Companies, Bodies Corporate and Societies registered under the applicable laws in India, and
authorised to invest in the Equity Shares
Indian Mutual Funds registered with SEBI
Indian Financial Institutions & Banks, subject to RBI regulations, as applicable.
Indian Venture Capital Funds / Foreign Venture Capital Funds registered with SEBI subject to the
applicable RBI Guidelines and Approvals, if any.
State Industrial Development Corporations
Insurance Companies registered with Insurance Regulatory and Development Authority
Provident Funds with minimum corpus of Rs. 2500 Lakhs, and who are authorized under their
constitution to hold and invest in Equity Shares.
Pension Funds with minimum corpus of Rs. 2500 Lakhs, and who are authorized under their
constitution to hold and invest in Equity Shares.
Trusts or Societies registered under the Societies Registration Act, 1860 or any other applicable Trust
Law and are authorised under its constitution to hold and invest in Equity Shares of a Company
Commercial Banks, Regional Rural Banks. Co-operative Banks may also apply subject to Reserve Bank
of India regulations, as applicable.
Permanent and Regular employees of the Company
Non-Resident Indians (NRIs) on a repatriation / non-repatriation basis, subject to applicable laws.
215
Foreign Institutional Investors (FIIs) on repatriation / non-repatriation basis, subject to applicable
laws.
iv.
Applications by Hindu Undivided Families (HUF)
Applications may be made by Hindu Undivided Families (HUF) through the Karta of the (HUF) and will be
treated at par with individual applications.
v.
Minimum and Maximum Application Size
Applications should be for a minimum of [*] Equity Shares and in multiples of [*] Equity Shares
thereafter. An applicant in the net public category cannot make an application for that number of Equity
Shares exceeding the number of Equity Shares offered to the public. In the case of reserved categories, a
single applicant in the reserved category can make an application for a number of Equity Shares, which
exceeds the reservation.
OPTION TO SUBSCRIBE
As on the date of this document, there are no pending options to subscribe to Equity Shares or convertible
instruments pending conversion into Equity Shares of any kind.
In terms of Section 68B of the Companies Act, 1956, the Equity Shares in this Offer shall be allotted only in
dematerialized form. The investor shall have the option to either receive the security certificates or to hold the
securities in dematerialized form with a depository.
The shares of the company will be traded on the stock exchanges only in demat mode.
PRE-ISSUE ADVERTISEMENT
The Company will issue a statutory advertisement after filing of the Prospectus with the RoC. This
advertisement will contain the information that has to be set out in the statutory advertisement. Material
updates, if any, between the date of filing the Prospectus with the RoC and the date of release of this statutory
advertisement will be included in the statutory advertisement.
GENERAL INSTRUCTIONS FOR APPLICANTS
Applications must be made only on the prescribed Application Form and should be completed in BLOCK
LETTERS in English, as per the instructions contained herein and in the Application Form, and are liable to be
rejected if not so made. The prescribed application forms will have the following colours:
Net Offer to Public including NRIs / FIIs on non-repatriation basis
NRIs / FIIs on repatriation basis
Blue
Pink
1.
Thumb impressions and signatures other than in English/Hindi or any other language specified in the 8th
Schedule to the Constitution of India, must be attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under his/her official seal.
2.
Bank Account Details of Applicant:
ALL THE APPLICANTS WILL GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL APPLICANTS
SHOULD
MENTION
THEIR
DEPOSITORY
PARTICIPANT’S
NAME,
DEPOSITORY
PARTICIPANT
IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE APPLICATION FORM.
INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS
THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS
SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD
IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE
APPLICATION FORM.
Applicants should note that on the basis of name of the Applicants, Depository Participant’s
name, Depository Participant- Identification number and Beneficiary Account Number provided
by them in the Application Form, the Registrar to the Issue will obtain from the Depository,
demographic details of the Applicants such as address, bank account details for making
refunds and occupation (“Demographic Details”). Hence, Applicants are advised to immediately
update their bank account details including Magnetic Ink Character Recognition (MICR) Code
(a nine-digit code appearing on a cheque leaf) as appearing on the records of the depository
participant, and carefully fill in their Depository Account details in the Application Form. Please
note that failure to do so could result in delays in credit of refunds to Applicants at the
216
Applicants sole risk and neither the LM nor the Company nor the Refund Banker nor the
Registrar shall have any responsibility and undertake any liability for the same.
These Demographic Details would be used for all correspondence with the Applicants including mailing of
the Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given
by Applicants in the Application Form would not be used for these purposes by the Registrar.
Hence, Applicants are advised to update their Demographic Details as provided to their Depository
Participants and ensure that they are true and correct.
By signing the Application Form, Applicant would have deemed to authorize the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
Allocation Advice / refund orders/ refund advice would be mailed at the address of the Applicants as per
the Demographic Details received from the Depositories. Applicants may note that delivery of allocation
advice/ refund orders/ refund advice may get delayed if the same once sent to the address obtained from
the Depositories are returned undelivered. In the case of refunds through electronic modes as detailed in
page no. 222 of this Draft Prospectus, Applicants may note that refund may get delayed if the bank
particulars obtained from the Depositories are incorrect
In case no corresponding record is available with the Depositories that matches three parameters,
namely, names of the Applicants (including the order of names of joint holders), the Depository
Participant’s identity (DP ID) and the beneficiary’s identity, then such Applications are liable to be
rejected.
3.
Applicants should write their names and Application Form Number on the reverse of the instruments by
which the payments are being made to avoid misuse of instruments submitted along with the applications
for Equity Shares.
4.
Applications by NRIs on non-repatriation basis can be made using the Form meant for Public out of the
funds held in Non-Resident Ordinary (NRO) Account. The relevant bank certificate must accompany such
forms. Such applications will be treated on par with the applications made by the public.
PAYMENT INSTRUCTIONS
1.
Payments should be made in cash or cheque/bank draft drawn on any Bank (including a Co-operative
Bank), which is situated at and is a Member or a Sub-Member of the Bankers’ Clearing House, located at
the Centers (indicated in the Application Form) where the Application is accepted. However, if the amount
payable on application is Rs. 20,000/- or more, in terms of section 269SS of the Income-Tax Act, 1961;
such payment must be effected only by way of an account payee cheque or bank draft. In case payment
is effected in contravention of the conditions mentioned herein, the application is liable to be rejected and
application money will be refunded and no interest will be paid thereon.
2.
Money orders, postal orders, outstation cheques or bank drafts, cheques / draft drawn on Banks not
participating in the “clearing” will not be accepted and applications accompanied with such instruments
may be rejected.
3.
A separate cheque or bank draft must accompany each Application Form.
4.
All Cheques or Bank Drafts accompanying the Application Form should be crossed “A/c Payee Only”, and
must be made payable to the Bankers to the Issue where the application is lodged and marked: “Name
of the Bank A/C- SVP Public Issue”.
5.
Investors will not have facility of applying through Stockinvest instrument, as RBI has withdrawn the
Stockinvest scheme vide notification no. DBOD.NO.FSC.BC.42/24.47.001/2003-04 dated 5/11/2003.
SUBMISSION OF COMPLETED APPLICATION FORMS:
All applications duly completed and accompanied by cash/cheques/ bank drafts shall be submitted at any of the
branches of the Bankers to the Issue (listed in the Application Form) before the closure of the Issue.
Application(s) should NOT be sent to the office of the Company or the Lead Manager to the Issue.
Applicants residing at places where no collection centers have been opened may submit / mail their applications
at their sole risk along with application money due there on by Bank Draft to the Registrar to the Issue,
superscribing the envelope “SVP Industries Limited – Public Issue” so as to reach the Registrar on or before the
closure of the Subscription List. Such bank drafts should be payable at Delhi only.
The Company will not be responsible for postal delays and loss in transit. The Company will not entertain any
claims, damage or loss due to postal delays or loss in transit.
217
No separate receipts will be issued for the application money. However, the Bankers to the Issue or their
approved collecting branches receiving the duly completed Application Form will acknowledge receipt of the
application by stamping and returning to the applicant the acknowledgement slip at the bottom of each
Application Form.
Applications shall be deemed to have been received by the Company only when submitted to the Bankers to
the Issue at their designated branches or on receipt by the Registrar as detailed above and not otherwise.
APPLICATIONS UNDER POWER OF ATTORNEY
In case of applications under Power of Attorney or by Companies, Bodies Corporate, Societies registered under
the applicable laws, trustees of Trusts, Provident Funds, Superannuation Funds, Gratuity Funds; a certified
copy of the Power of Attorney or the relevant authority, as the case may be, must be lodged separately at the
office of the Registrar to the Issue simultaneously with the submission of the Application Form, indicating the
serial number of the Application Form and the name of the Bank and the branch office where the application is
submitted.
The Company in its absolute discretion reserves the right to relax the above condition of simultaneous lodging
of the Power of Attorney along with the Application Form subject to such terms and conditions as it may deem
fit.
INSTRUCTIONS FOR APPLICATIONS BY NRIS/FIIS (ON REPATRIABLE BASIS):
1.
As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time, under
automatic route of Reserve Bank, the Company is not required to make an application for Issue of Equity
Shares to NRIs/FIIs with repatriation benefits.
2.
NRIs / FIIs / Indian Mutual Funds & Indian and Multilateral Development Financial Institutions can obtain
the Application Form from either the Registered Office or the Corporate Office of the Company at Delhi.
3.
In case of application by NRIs on repatriation basis, the payments must be made through Indian Rupees
purchased abroad or cheques or banks, for the amount payable on application remitted through approved
banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency NonResident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along
with the Certificate from the Bank issuing the Draft confirming that the Draft has been issued by debit to
NRE/FCNR account. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of NonResident Subscribers applying on a repatriation basis.
4.
However, the allotment / transfer of the Equity Shares to NRIs/FIIs shall be subject to RBI approval under
prevailing RBI Guidelines or any other requisite statutory authority as may be necessary under the
existing Exchange Control regulations. The sale proceeds of such investments in Equity Shares will be
allowed to be repatriated along with the income thereon, subject to the permission of the RBI and subject
to the Indian Tax Laws and regulations and any other applicable laws.
5.
In case of application by FIIs on repatriation basis, the payment should be made out of funds held in
Special Non-Resident Rupee Account along with documentary evidence in support of the remittance like
certificates such as FIRC, bank certificate etc. from the authorised dealer. Payment by bank drafts should
be accompanied by bank certificate confirming that the bank draft has been issued by debiting to Special
Non-Resident Rupee Account.
6.
Duly filled Application Forms, by NRIs / FIIs, along with the cheques/bank drafts, and crossed ‘Account
Payee only’ in favour of “________Bank A/c- SVP Public Issue-NRI” will be accepted at designated
branches of the Bankers to the Issue.
7.
Refunds/dividends and other distributions, if any, will be payable (net of Bank Charges/commissions) in
Indian Rupees only. In case of applicants who remit their application money from funds held in NRE /
FCNR accounts, such payments shall be credited to their respective NRE / FCNR accounts (details of which
shall be furnished in the space provided for this purpose in the Application Form), under intimation to
them. In case of applicants who remit their money through Indian Rupee Drafts from abroad, such
payments in Indian Rupees will be converted into U.S. Dollars or any other freely convertible currency as
maybe permitted by RBI at the exchange rate prevailing at the time of remittance and will be despatched
by registered post, or if the applicants so desire, will be credited to their NRE / FCNR accounts, details of
which are to be furnished in the space provided for this purpose in the Application Form. The Company
will not be responsible for loss, if any, incurred by the applicant on account of conversion of Foreign
Currency into Indian Rupees and vice versa.
8.
Applications in this category may please note that only such applications as are accompanied by payment
in free foreign exchange shall be considered for allotment under the reserved category. The NRIs who
intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the form meant for
Resident Indians and shall not use the forms meant for reserved category.
218
INSTRUCTIONS FOR APPLICATIONS BY INDIAN MUTUAL FUNDS & INDIAN AND MULTILATERAL
DEVELOPMENT FINANCIAL INSTITUTIONS:
a.
A separate application must be made in respect of each scheme of an Indian Mutual Fund registered with
SEBI and such applications will not be treated as multiple applications. The applications made by the Asset
Management Company or Trustees / Custodians of a Mutual Fund shall clearly indicate the name of the
concerned scheme for which application is being made.
b.
Indian Mutual Funds & Indian and Multilateral Development Financial Institutions should apply in this
Public Issue based upon their own investment limits and approvals.
c.
Application Forms together with cheques or bank drafts drawn in Indian Rupees for the full amount
payable at the rate of Indian Rs. [*] per Equity Share must be delivered before the close of subscription
list to such branches of the Bankers to the Issue at places mentioned in the Application Form.
d.
A separate single cheque / bank draft must accompany each Application Form.
Terms of Payment
The entire Issue price of Rs. [*] per Equity Share is payable on application only. In case of allotment of lesser
number of Equity Shares than the number applied, the Company shall refund the excess amount paid on
application to the applicants.
OTHER INSTRUCTIONS
A.
Joint Applications in case of Individuals
Applications may be made in single or joint names (not more than three). In case of Joint Applications,
refund, pay orders, dividend warrants etc. if any, will be drawn in favour of the first applicant and all
communications will be addressed to the first named applicant at her/his address as stated in the
Application Form.
B.
Multiple Applications
An applicant should submit only one Application Form (and not more than one) for the total number of
Equity Shares applied for. Two or more applications in single or joint names will be deemed to be multiple
applications if the sole and/or first Applicant is one and the same.
The Company reserves the right to accept or reject, in its absolute discretion, any or all multiple
applications. Unless the Company specifically agrees in writing with or without such terms and conditions
it deems fit, a separate cheque/draft must accompany each Application Form.
C.
D.
PAN / GIR Number
Where an application is for a total value of Rs. 50,000/- or more, the applicant or in the case of
applications in joint names, each of the Applicant, should mention his/her Permanent Account Number
(PAN) allotted under Income Tax Act, 1961. The copy of the PAN card or PAN Allotment letter is required
to be submitted with the Application Form. Applications without this information and documents will be
considered incomplete and are liable to be rejected. It is to be specifically noted that the Applicant should
not submit the GIR Number instead of the PAN as the application is liable to be rejected on this ground.
In case the Sole/First Applicant and Joint Applicant(s) is/are not required to obtain PAN, each of the
applicant(s) shall mention “Not Applicable” and in the event the sole Applicant and/or the joint
Applicant(s) have applied for PAN which has not been allotted each of the Applicant(s) should mention
“Applied For” in the Application Form. Further, where the Applicant(s) have mentioned “Applied for” or
“Not Applicable”, the Sole/First Applicant and ach of the Joint Applicant(s), as the case may be, would be
required to submit Form 60 (Form of declaration to be filed by a person who does not have a permanent
account number and who enters into any transaction specified in rule 114B), or, Form 61 (Form of
declaration to be filed by a person who has agricultural income and is not receipt of any other income
chargeable to income tax in respect of transactions specified in rule 114B), as may be applicable, duly
filled along with a copy of any one of the following documents oin support of the address: (a) Ration Card
(b) Passport (c) Driving Licence (d) Identity Card issued by any Institution (e) Copy of the electricity bill
or telephone bill showing residential address (f) Any document or communication issued by any authority
of the Central Government, State Government or local bodies showing residential address (g) Any other
documentary evidence in support of address given in the declaration. It may be noted that Form 60
and Form 61 have been amended vide a notification issued on December 1, 2004 by the
Ministry of Finance, Department of Revenue, Central Board of Direct Taxes. All applicants are
requested to furnish, where applicable, the revised Form 60 or 61 as the case may be.
Equity Shares in Dematerialized Form with NSDL or CDSL
As per the provisions of Section 68B of the Companies Act, the Equity Shares of the Company can be held
in a dematerialsed form (i.e., not in the form of physical certificates but be fungible and be represented by
the Statement issued through the electronic mode).
219
In this context, two Tripartite agreements have been signed between the Company, the respective
Depositories and the Registrar to the Issue:
a)
a Tripartite agreement dated [*] between the NSDL, the Company and the Registrar to the Issue;
b)
a Tripartite agreement dated [*] between the CDSL, the Company and the Registrar to the Issue.
Successful allotteees in this Issue will be compulsorily allotted Equity Shares in dematerialized form.
E.
*
An applicant applying for shares must have at least one beneficiary account with any of the
Depository participants (DPs) of NSDL or CDSL, registered with SEBI, prior to making the
application.
*
The applicant seeking allotment of shares in the electronic form must necessarily fill in the details
(including the beneficiary account no. and Depository Participant’s ID no.) in the Application Form.
*
Equity Shares allotted to an applicant in the electronic mode will be credited directly to the
respective beneficiary accounts (with the DP).
*
For subscription in electronic form, names in the share Application Form should be identical to
those appearing in the account details in the depository. In case of joint holders, the names should
necessarily be in the same sequence as they appear in the account details in the depository.
*
The Registrar to this Issue will directly send non-transferable Allotment Letters/Refund Orders to
the applicant.
*
Incomplete/incorrect details given in the Application Form shall be treated as an invalid application
and shall be liable to be rejected.
*
The applicant is responsible for the correctness of the applicant’s demographic details given in the
Application Form vis-à-vis those with his/her DP.
*
It may be noted that the Equity Shares in electronic form can be traded only on the Stock
Exchanges having electronic connectivity with NSDL and CDSL. Both the Stock Exchanges where
the Equity Shares of the Company are proposed to be listed are connected to NSDL and CDSL.
Investors can contact the Compliance Officer in case of any Pre-Issue related problems. In
case of Post-Issue related problems such as non-receipt of letters of allotment / credit of
securities in depositories beneficiary account / refund orders, etc., Investors may contact
Compliance Officer or Registrar to the Issue.
Acceptance of Applications
LM and we reserve the right to reject any QIB Application without assigning any reason. In case of NonInstitutional applicants and Retail Individual applicants, Permanent Employees, LM and We have a right to
reject applications based on technical grounds. Consequent refunds shall be made as per modes disclosed.
Grounds for Technical Rejections
Applicants are advised to note that Applications are liable to be rejected among others on the following
technical grounds:
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
xi.
Amount paid doesn’t tally with the amount payable for the Equity Shares applied for
Bank account details (for refund) are not given;
Age of First Applicant not given;
Application by minors;
PAN photocopy/ PAN Communication/ Form 60 / Form 61 declaration not given if Application is for
Rs.50,000 or more;
Application for lower number of Equity Shares than specified for that category of investors;
Application at a price less than the issue price;
Application at a price higher than the stated price;
Application for number of Equity Shares, which are not in multiples of 400.
Category not ticked;
Multiple applications
220
xii.
In case of application under power of attorney or by limited companies, corporate, trust etc., relevant
documents are not submitted;
Application Form does not have Applicant’s depository account details;
Application Forms are not delivered by the applicant within the time prescribed as per the Application
Form, Issue Opening Date advertisement and this Prospectus and as per the instructions in this
Prospectus and Application Form; or
Applications not duly signed by the sole/joint Applicants;
Applications by OCBs; or
Applications by U.S. residents or U.S. persons other than “Qualified Institutional Buyers” as defined in
Rule 144A of the U.S. Securities Act of 1933.
In case no corresponding record is available with the Depositories that matches three parameters
namely, names of the applicant (including the sequence of names of joint holders), the depositary
participant’s identity (DP ID) and the beneficiary’s identity except for Permanent Employees.
xiii.
xiv.
xv.
xvi.
xvii.
xviii.
For further instructions regarding application for the Equity Shares, investors are requested to
read the Application Form carefully.
F.
Disposal of Applications and Application Money
The Company reserves, in its own, absolute and uncontrolled discretion and without assigning any reason,
the right to accept in whole or in part or reject any application. If an application is rejected in full, the
entire application money received will be refunded to the applicant. If the application is rejected in part,
excess of the application money received will be refunded to the applicant within 30 (thirty) days from the
date of closure of the Issue. No interest will be payable on the application money so refunded.
The Company shall make refunds in case of oversubscription using the following modes:
(a)
In case of applicants residing in any of the centers specified by the Board – by crediting of refunds
to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic
Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic
Funds Transfer), as is for the time being permitted by the Reserve Bank of India;
(b)
In case of other applicants – by despatch of refund orders by registered post, where the value is Rs
1500/- or more, or under certificate of posting in other cases, (subject however to postal rules);
and
(c)
In case of any category of applicants specified by the Board – crediting of refunds to the applicants
in any other electronic manner permissible under the banking laws for the time being in force which
is permitted by the Board from time to time.”
Such refund orders will be payable at par at all the collection centres.
The subscription received in respect of Public Issue will be kept in a separate bank account and the
Company shall not have access to such funds unless approvals for dealing from all the Stock Exchanges,
where listing has been proposed has been obtained.
The Company has undertaken to make adequate funds available to the Registrar to the Issue making
refunds to unsuccessful applicants as per the mode(s) disclosed.
G.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section
68A of the Companies Act, 1956, which is reproduced below:
"Any person who:
a.
makes in a fictitious name, an application to a Company for acquiring or subscribing for,
any shares therein, or
b.
otherwise induces a Company to allot, or register any transfer of shares therein to him, or
any other person in a fictitious name,
shall be punishable with imprisonment for a term which may extend to five years."
H.
INTEREST ON EXCESS APPLICATION MONEY
The Company agrees that as far as possible allotment of securities offered to the public shall be made
within 30 days of the closure of Public Issue. The Company further agrees that it shall pay interest @15%
per annum if the allotment letters/ refund orders have not been dispatched to the applicants or if, in, a
case where the refund or portion thereof is made in electronic manner, the refund instructions have not
221
been given to the clearing system in the disclosed manner) within 30 days from the date of the closure of
the Issue. However applications received after the closure of issue in fulfillment of underwriting obligations
to meet the minimum subscription requirement shall not be entitled for the said interest.
I.
BASIS OF ALLOTMENT
In the event of the Present Issue of Equity Shares being oversubscribed, allotment shall be made on a
proportionate basis and the basis of allotment will be finalized in accordance with the SEBI Guidelines and
in consultation with BSE. The Executive Director/Managing Director of BSE along with the Lead Manager
and the Registrar to the Issue shall be responsible to ensure that the basis of allotment is finalized in a fair
and proper manner in accordance with the relevant guidelines:
1.
A minimum 50% of the Net Issue to the Indian Public will be made available for allotment in favour of
those individual applicants who have applied for Equity Shares of or for a value of not more than Rs.
1,00,000/-. This percentage may be increased in consultation with the Designated Stock Exchange
depending on the extent of response to the Issue from investors in this category. In case allotments
are made to a lesser extent than 50% because of lower subscription in the above category, the
balance Equity Shares would be added to the higher category and allotment made on a proportionate
basis as per relevant SEBI Guidelines. The Executive Director/Managing Director of the Designated
Stock Exchange along with the Lead Manager and the Registrar to the Issue shall be responsible to
ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI
Guidelines.
2.
The balance of the net issue to Indian Public shall be made available to investors including Corporate
Bodies/Institutions and individual Applicants who have applied for allotment of Equity Shares for a
value of more than Rs. 1,00,000/-.
3.
The Unsubscribed portion of the net Issue to any of the categories specified in (1) or (2) shall be
made available for allotment to Applicants in the other category, if so required.
4.
Applicants will be categorized according to the number of Equity Shares applied for.
5. The total number of shares to be allotted to each category as a whole shall be arrived at on a
proportionate basis i.e., the total number of shares applied for in that category (number of applicants
in the category multiplied by the number of shares applied for) multiplied by the inverse of the over
subscription ratio.
6. Number of the shares to be allotted to the successful allottees shall be arrived at on a proportionate
basis i.e., total number of shares applied for by each applicant in that category multiplied by the
inverse of the over subscription ratio.
7.
All the Application Forms where the proportionate allotment works out to less than [*] shares per
Applicant, the allotment shall be made as follows:
i.
Each successful Applicant shall be allotted a minimum of [*] Shares; and
ii.
The successful Applicants out of the total applicants for that category shall be determined by
draw of lots in such a manner that the total number of shares allotted in that category is equal to
the number of shares worked out as per (6) above.
8. All the Applicants in such categories shall be allotted shares arrived at after such rounding off.
9. If the shares allocated on a proportionate basis to any category are more than the shares allotted to
the Applicants in that category, the balance available shares for allotment shall be first adjusted
against any other category, where the allocated shares are not sufficient for proportionate allotment
to the successful Applicants in that category.
J.
10.
The balance shares, if any, remaining after such adjustment shall be added to that category
comprising applicants applying for minimum number of shares.
11.
The process of rounding off to the nearest integer subject to a minimum allotment being equal to [*],
which is the minimum application size in this Issue, may result in the actual allotment being than the
shares offered. However, it shall not exceed 10% of the net offer to public.
LETTERS OF ALLOTMENT OR REFUND ORDERS
The Company shall give credit to the Beneficiary Account with Depository Participants within two (2)
working days of finalisation of the basis of allotment of Equity Shares.
222
The Company shall make refunds in case of oversubscription using the following modes:
(a)
In case of applicants residing in any of the centers specified by the Board – by crediting of refunds
to the bank accounts of applicants through electronic transfer of funds by using ECS (Electronic
Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic
Funds Transfer), as is for the time being permitted by the Reserve Bank of India;
(b)
In case of other applicants – by despatch of refund orders by registered post, where the value is
Rs. 1500/- or more, or under certificate of posting in other cases, (subject however to postal rules)
; and
(c)
In case of any category of applicants specified by the Board – crediting of refunds to the applicants
in any other electronic manner permissible under the banking laws for the time being in force which
is permitted by the Board from time to time.
Such refund orders will be payable at par at all the collection centres.
The Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchanges mentioned above are taken within 7 working days of
finalization of the Basis of Allotment for the Issue.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Guidelines,
the Company further undertakes that:
•
Allotment of Equity Shares will be made within 30 days from the Issue closing date
•
Despatch of Refund Orders will be done within 30 days from the Issue closing date
•
The Company shall pay interest at 15% per annum (for delay beyond 30 day time as mentioned
above), if refund orders are not despatched and/or demat credit are not made to investors within the
30 day time prescribed above.
The Company will provide adequate funds required for despatch of refund orders or allotment advice to the
Registrar to the Issue.
Refunds will be made by cheques or pay-orders drawn on the bank(s) appointed by the Company, as
refund banker(s). Such instruments will be payable at par at the places where applications are accepted.
Bank charges, if any, for encashing such cheques or pay orders will be payable by the applicant.
K.
INTEREST IN CASE OF DELAY IN DISPATCH OF ALLOTMENT LETTERS / REFUND ORDERS
The Company agrees that as far as possible allotment of Equity Shares offered to the public shall be made
within 30 days of the closure of Public Issue. The Company further agrees that it shall pay interest @15%
per annum if the allotment letters/ refund orders have not been despatched to the applicants or if, in a
case where the refund or portion thereof is made in electronic manner, the refund instructions have not
been given to the clearing system in the disclosed manner within 30 days from the date of the closure of
the Issue. However applications received after the closure of Issue in fulfillment of underwriting obligations
to meet the minimum subscription requirement, shall not be entitled for the said interest.
L.
UNDERTAKING BY THE COMPANY:
The Company undertakes:
a.
that the complaints received in respect of the Issue shall be attended to by the Issuer Company
expeditiously and satisfactorily.
b.
that all steps for completion of the necessary formalities for listing and commencement of
trading at all stock exchanges where the Equity Shares are to be listed will be taken within
seven working days of finalisation of basis of allotment.
c.
that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar to the issue by the issuer.
d.
that where refunds are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within 30 days of closure of the issue, as the case may be,
giving details of the bank where refunds shall be credited along with amount and expected
date of electronic credit of refund.
223
M.
e.
that the Certificates of the securities/Refund orders or allotment advice to the NRIs or FIIs shall
be despatched within specified time, and
f.
that no further Issue of Equity Shares shall be made till the Equity Shares offered through this
Draft Prospectus are listed or till the application moneys are refunded on account of non-listing,
under-subscription, etc.
UTILIZATION OF ISSUE PROCEEDS
The Board of Directors of the Company certify that:
a)
all monies received out of this Issue of Equity Shares to public shall be transferred to a
separate bank account other than the bank account referred to in sub-section (3) of section 73
of the Companies Act, 1956;
b)
details of all monies utilized out of this Issue referred to in sub-item(a) shall be disclosed under
an appropriate separate head in the balance-sheet of the Company indicating the purpose for
which such monies had been utilized; and
c)
details of all unutilized monies out of the Issue of Equity Shares, if any, referred to in subitem(a) shall be disclosed under an appropriate separate head in the balance sheet of the
Company indicating the form in which such unutilized monies have been invested.
The Board of Directors of the Company further certify that:
1.
The Company shall not have recourse to the Issue proceeds until approval for trading of Equity
Shares from all the stock exchanges where listing is sought is received.
2.
Pending utilization of net proceeds of the Issue of Equity Shares as specified under the section
“Objects of the Issue’, the net proceeds will be invested by the Company in high quality interest
bearing liquid instruments including but not limited to deposits with banks for the necessary
duration.
Restrictions on Foreign Ownerships of Indian Equity Shares
Foreign investment in Indian securities is regulated through the industrial policy of the Government of India, or
the Industrial Policy and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to
which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise
manner in which such investment may be made. Under the Industrial Policy of the Government of India, unless
specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent
and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for
making such investment.
Investors making a application in this Issue will be required to confirm and will be deemed to have represented
to our Company, the LM and their respective directors, officers, agents, affiliates and representatives that they
are eligible under all applicable laws, rules, regulations, guidelines and approvals to subscribed to the Equity
Shares of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any
person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity
Shares of our Company. Our Company, the LM and their respective directors, officers, agents, affiliates and
representatives accept no responsibility or liability for advising any investor whether such investor is eligible to
subscribe to Equity Shares of our Company.
Investment by Foreign Institutional Investors
Foreign Institutional Investors (“FIIs”) including institutions such as pension funds, investment trusts, asset
management companies, nominee companies, institutional portfolio managers can invest in all the securities
traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from
the SEBI and a general permission from the RBI to engage in transactions regulated under FEMA. FIIs must
also comply with the provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended
from time to time. The initial registration and the RBI’s general permission together enable the registered FII to
buy (subject to the ownership restrictions discussed below) and sell freely securities issued by Indian
companies, to realise capital gains or investments made through the initial amount invested in India, to
subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held
and to repatriate the capital, capital gains, dividends, income received by way of interest and any
compensation received towards sale or renunciation of rights issues of shares.
224
SECTION IX
DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
Main Provisions of the Articles of Association of SVP Industries Limited
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of SVP Industries Limited pursuant to Schedule II of the Companies Act, and SEBI Guidelines, the
main provisions of the Articles of Association of SVP Industries Limited are set forth below:
SHARE CAPITAL
3.
The Authorized Share Capital of the company shall be the capital as specified in Clause V of the
Memorandum of Association, with power to increase and reduce the Share Capital of the company and to
divide the shares in the Capital for the time being into several classes as permissible in law and to attach
thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may
be determined by or in accordance with the Articles of Association of the Company to vary, modify,
amalgamate or abrogate any such rights, privileges or conditions in such manner as may for time being be
provided in the Articles of Association.
4.
The Company in General Meeting may, from time to time, increase the Capital by the creation of new
Shares. Such increase to be of such aggregate amount and to be divided into such shares of such
respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any shares of the
original or increased capital shall be issued upon such terms and conditions and with such rights and
privileges annexed thereto, as the General. Meeting resolving upon the creation thereof, shall direct, and if
no direction be given, as the Directors shall determine, and in particular, such shares may be issued with a
preferential or qualified right to dividends, or otherwise and in the distribution of assets of the Company,
and with a right of voting at general meetings of the Company in conformity with Section 87 of the Act.
Whenever the Capital of the Company has been increased under the provisions of this Article, the Directors
shall comply with the-provisions of Section 97 of the Act.
5. Except in so far as otherwise provided in the conditions of issue of shares by these presents, any capital
raised by the creation of new shares shall be considered as part of the existing capital, and shall be subject
to provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien,
surrender, transfer and transmission, voting and otherwise.
6. Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue Preference
Shares, which at or at the option of the Company are liable to be redeemed and the resolution authorizing
such issue shall prescribe the manner, terms and conditions of redemption.
7.
8.
On the issue of Redeemable Preference Shares under the provisions of Article 6 hereof, the following
provisions shall take effect:
a.
no such shares shall be redeemed except out of the profits of the Company which would otherwise
be available for dividend or out of the proceeds of a fresh Issue of shares made for the purpose of
the redemption.
b.
no such shares shall be redeemed unless they are fully paid.
c.
Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there
shall, out of the profits which would otherwise have been available for dividend, be transferred to a
reserve fund, to be called the "Capital Redemption Reserve Account" a sum equal to the nominal
amount of the shares redeemed and the provisions of the Act relating to the reduction of the share
capital of the Company shall, excepts as provided in Section 80 of the Act, apply as if the Capital
Redemption Reserve Account were paid up share capital of the Company.
The Company may (subject to the Provisions of Section 78, 80, 100 to 105 both inclusive, of the Act) from
time to time by Special Resolution reduce its capital, any Capital Redemption Reserve Account or Share
Premium Account in any manner for the time being authorized by law, and in particular, capital may be
paid off on the footing that it may be called upon again or otherwise. This Article is not to derogate from
any power the Company would have if it were omitted.
225
9.
Subject to the provisions of Section 94 of the Act, the Company in General Meeting may from time to time
sub-divide or consolidate its shares, or any of them, and the resolution whereby any share is sub-divided,
may determine that, as between the holders of the shares resulting from such sub-division, one or more
of such shares shall have some preference or special advantage as regards dividend, capital or otherwise
over or as compared with the other or others. Subject as aforesaid, the Company in General Meeting may
also cancel shares, which have not been taken or agreed to be taken by any person and diminish the
amount of its share capital by the amount of the shares so cancelled.
10.
Whenever the Capital is divided into different classes of shares all or any of the rights and privileges
attached to each class may, subject to the provisions of Sections 106 and 107 of the Act, be modified,
commuted, affected or abrogated or dealt with by agreement between the Company and any person
purporting to contract on behalf of that class, provided such agreement is ratified in writing by holders of
at least three-fourths of nominal value of the issued shares of the class or is confirmed by a Resolution
passed at a separate General Meeting of the holders of shares of that class and supported by the votes of
the holders of at least three'-fourths of those shares, and all the provisions hereinafter contained as to
General Meetings shall mutatis mutandis apply to every such Meeting, but so that the quorum thereof
shall be members present in person or by proxy and holding three fourths of the nominal amount of the
issued shares of the class. This Article is not to derogate from any power the Company would have if it
were omitted.
INTEREST OUT OF CAPITAL
26.
Where any shares are issued for the purpose of raising money to defray the expenses of the construction
of any work or building, or the provision of any plant, which cannot be made profitable for a lengthy
period, the Company may pay interest on so much of that share capital as is for the time being paid up,
for the period, at the rate and subject to the conditions and restrictions provided by Section 208 of the Act
and may charge the same to capital as part of-the cost of construction of the work or building, or the
provision of plant.
LIEN
38. The Company shall have a first and paramount lien upon all the shares (other than fully paid-up shares)
registered in the name of each member (whether solely or jointly with others) and upon the proceeds of
sale thereof, for all moneys (whether presently payable or not) called or payable at a fixed time in respect
of such shares and no equitable interest in any shares shall be created except upon the footing, and upon
the condition that Article 22 hereof is to have full effect. Any such lien shall extend to all dividends and
bonuses from time to time declared in respect of such shares. Unless otherwise agreed, the registration of
a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares. The directors
may at any time declare any shares wholly or in part to be exempt from the provision of this clause.
FORFEITURE OF SHARE
41.
If any member fails to pay any call or installment on or before the day appointed for the payment of the
same the Board may at any time thereafter during such time as the call or installment remains unpaid,
serve notice on such member requiring him to pay the same, together with any interest that may have
accrued and all expenses that may have been incurred by the Company by reason of such non payment.
42.
The notice shall name a day (not being less than thirty days from the date of the notice) and a place or
places on and at which such call or installment and such interest and expenses as aforesaid are to be
paid. The notice shall also state that in the event of non-payment at or before the time, and at the place
appointed the shares in respect of which such call was made or installment is payable will be liable to be
forfeited.
DEMATERIALISATION OF SECURITIES
64A.
1.
The provisions of this Article shall apply notwithstanding anything to the contrary contained in any
other Articles.
For the purpose of this Article:
'Beneficial Owner’ means a person or persons whose name is recorded as such with a depository,
'SEBI' means the Securities & Exchange Board of India; established under Section 3 of the Securities &
Exchange Board of India Act, 1992 and
226
‘Depository' means a company formed and registered under the Companies Act, 1956, and which has
been granted a certificate of registration to act as depository under Securities & Exchange Board of
India Act, 1992; and wherein the securities of the Company are dealt with in accordance with the
provisions of the Depositories Act, 1996.
2.
The Company shall be entitled to dematerialize securities and to offer securities in a dematerialized
form pursuant to the Depositories Act, 1 996.
3.
Every holder of or subscriber to securities of the Company shall have the option to receive certificates
for such securities or to hold the securities with a Depository. Such a person who is the beneficial
owner of the securities can at any time opt out of a depository, if permitted by law, in respect of any
securities in the manner provided by the Depositories Act, 1996 and the Company shall, in the manner
and within the time prescribed, issue to the beneficial owner the required certificates for the Securities.
If a person opts to hold his Securities with the depository, the Company shall intimate such depository
the details of allotment of the Securities, and on receipt of the information, the depository shall enter
in its record the name of the allottee as the beneficial owner of the Securities.
4.
All securities held by a depository shall be dematerialized and be in fungible form. Nothing contained in
Sections 153, 153A, 153B, 187B, 187C and 372A of the Act shall apply to a depository in respect of the
securities held by on behalf of the beneficial owners.
5.
(a)
Notwithstanding anything to the contrary contained in the Act or these
Articles, a depository
shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of
securities of the Company on behalf of the beneficial owner.
(b)
Save as otherwise provided in (a) above, the depository as the registered owner of the securities
shall not have any voting rights or any other rights in respect of the securities held by it.
c)
Every person holding securities of the Company and whose name is entered as the beneficial
owner of securities in the record of the depository shall be entitled to all the rights and benefits
and be subject to all the liabilities in respect of the securities, which are held by a depository and
shall be deemed to be a Member of the Company.
6. Notwithstanding anything contained in the Act or these Articles to the contrary, where securities of the
Company are held in a depository, the records of the beneficiary ownership may be served by such
depository on the Company by means of electronic mode or by delivery of floppies or discs.
Nothing contained in Section 108 of the Act or these Articles, shall apply to a transfer of securities
affected by a transferor and transferee both of whom are entered as beneficial owners in the records of
a depository.
7.
Notwithstanding anything contained in the Act or these Articles, where securities are dealt with by a
depository, the Company shall intimate the details thereof to the depository immediately on allotment
of such securities.
8.
Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for
securities issued by the Company shall apply to securities held with a depository.
9.
The Register and Index of beneficial owners maintained by a depository under the Depositories Act,
1996 shall be deemed to be the Register and Index of Members and Security holders for the purposes
of these Articles.
TRANSFER AND TRANSMISSION OF SHARES
52.
The instrument of transfer shall be in writing and all provision of section 108 of the companies Act,
1956 and statutory modification there of for the time being shall be duly complied with in respect of all
transfer of shares and registration thereof.
Every such instrument of transfer shall be executed both by transferor and the transferee and the
transferor shall be deemed to remain the holder of such share until the name of the transferee shall
have been entered in the Register of Members in respect thereof. The Board shall not issue or register
a transfer of any share in favour of a minor (except in cases when they are fully paid up).
54.
The Board shall have power on giving seven days' previous notice by advertisement in some
newspaper circulating in the district in which the Off ice of the Company is situated to close the
227
transfer books, the Register of Members or Register of Debenture holders at such time or times and for
such period or periods, not exceeding thirty days at a time and not exceeding in the aggregate
forty-five days in each year, as it may deem expedient,
56.
Every holder of shares in, or Debentures of the Company may at any time nominate, in the manner
prescribed under the Act, a person to whom his Shares in or Debentures of the Company shall vest in
the event of death of such holder.
Where the Shares in, or Debentures of the Company are held by more than one person jointly, the
joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the
Shares or Debentures of the Company, as the case may be, held by them shall-vest in the event of
death of all joint holders.
Notwithstanding anything contained in any other law for the time being in force or in any disposition,
whether testamentary or otherwise, or in these Articles, in respect of such Shares in or Debentures of
the Company, where a nomination made in the prescribed manner purports to confer on any person
the right to vest the Shares in, or Debentures of the Company, the nominee shall, on the death of the
Shareholders or holder of Debentures of the Company or, as the case may be, on the death of all the
joint holders become entitled to all the rights in the Shares or Debentures of the Company to the
exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner
under the provisions of the Act.
Where the nominee is a minor, it shall be lawful for the holder of the Shares or holder of Debentures to
make the nomination to appoint, in the prescribed manner under the provisions of the Act, any person
to become entitled to the Shares in or Debentures of the Company, in the event of his death, during
the minority.
57.
Any person who becomes a nominee by virtue of the provision of the above Article, upon production of
such evidence as may be required by the Board and subject as hereinafter provided, elect, either:
(a)
to be registered himself as holder of the shares or debentures, as the case may be; or
(b)
to make such transfer of the shares or debentures, as the case may be, as the deceased
shareholder or debenture holder, as the case may be, could have made.
If the nominee, so becoming entitled, elects himself to be registered as holder of the Shares or
Debentures, as the case may be, he shall deliver or send to the Company a notice in writing signed by
him stating that he so elects and such notice shall be accompanied with death certificate of the
deceased shareholder or debenture holder and the certificate (s) of Shares or Debentures, as the case
may be, held by the deceased in the Company.
Subject to the provisions of Section 109B(3) of the Act and these Articles, the Board may register the
relevant Shares or Debentures In the name of the nominee of the transferee as if the death of the
registered holder of the Shares or Debentures had not occurred and the notice or transfer were a
transfer signed by that shareholder or debenture holder, as the case may be.
A nominee on becoming entitled to Shares or Debentures by reason of the death of the holder or joint
holders shall be entitled to the same dividend and other advantages to which he would be entitled if he
were the registered holder of the Share or Debenture, except that he shall not before being registered
as holder of such Shares or Debentures, be entitled in respect of them to exercise any right conferred
on a member or Debenture holder in relation to meetings of the Company.
The Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the Shares or Debentures, and if the notice is not complied with within ninety
days, the Board may thereafter withhold payment of all dividends, bonuses, interest or other moneys
payable or rights accrued or accruing in respect of the relevant Shares or Debentures, until the
requirements of the notice have been complied with.
58.
No share shall in any circumstances be transferred to any insolvent or persons of unsound mind.
61.
Every instrument of transfer shall be presented to the Company duly stamped for registration
accompanied by such evidence as the Board of Directors may require to prove the title of the
transferor, his right to transfer the shares and generally under and subject to such conditions and
regulations as the Board of Directors shall from time to time prescribe, and every registered instrument
of transfer shall remain in the custody of the Company until destroyed by order of the Board of
Directors.
228
62.
For the purpose of the registration of a transfer, the certificate or certificates of the share or shares to
be transferred must be delivered to the Company along with (same as provided in Section 108 of the
Act) a properly stamped and executed instrument of transfer.
REGISTER OF TRANSFERS
51.
The Company shall keep a book to be called the "Register of Transfers", and therein shall be fairly and
directly entered particulars of every transfer or transmission of any share.
TRANSFER FEE
63.
No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, Power of attorney or similar other document.
DIRECTORS MAY REFUSE TO REGISTER TRANSFER
55.
Subject to the provision of section 111 of the act and section 22A of the Securities Contracts
(Regulation) Act, 1956, the Directors may, at their own absolute and uncontrolled discretion and by
giving reasons decline to register or acknowledge any transfer of shares whether fully paid or not and
the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a
member of the company but in such cases, the director shall within 1 (One) month from the date on
which the instrument of transfer was lodged with the company, send to the transferee and transferor
notice of the refusal to register such transfer provided that registration of transfer shall not be refused
on the ground of the transferor being either alone or jointly with any other person indebted to the
company on any account whatsoever except when the company has a lien on the shares. Transfer of
shares/debentures in whatever lot shall not be refused.
REGISTRATION OF PERSONS ENTITLED TO SHARES OTHERWISE THAN BY TRANSFER
59.
Subject to the provisions of articles 56 and 57, any person becoming entitled to shares in consequence
of the death, lunacy, bankruptcy or insolvency of any member, or the marriage of a female member, or
by any lawful means other than by a transfer in accordance with these presents, may with the consent
of the Board of Directors (which it shall not be under any obligation to give) upon producing such
evidence that he sustains the character in respects of which he proposes to act under this article of his
title, as the holder of the shares or elect to have some person nominated by him and approved by the
Board of Directors, registered as such holder, provided nevertheless, that if such person shall elect to
have his nominee registered he shall testify the election by executing to his nominee an instrument of
transfer in accordance with the provisions herein contained and until he does so, he shall not be freed
from any liability in respect of the shares. This Article is referred to in these Articles as the
Transmission Article.
PERSONS ENTITLED MAY RECEIVE DIVIDEND WITHOUT BEING REGISTERED AS A MEMBER
60.
A person entitled to a share by transmission shall, subject to the right of the Directors to retain such
dividends or money as hereinafter provided, be entitled to receive and may give discharge for any
dividends or other moneys payable in respect of the share.
COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE IN PROHIBITING REGISTRATION OF
TRANSFER
64.
The Company shall incur no liability or responsibility whatsoever in consequence of its registering or
giving effort to any transfer of shares made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register of Members) to the Prejudice of persons having or I
claiming any equitable right, title or interest to or in the said shares, notwithstanding that the
Company may have had notice of such equitable right, title or interest or notice prohibiting registration
of such transfer, and may have entered such notice, or deferred thereto, in any book of the Company,
and the Company shall not be bound or required to regard or attend or give effect to any notice which
may be given to it of any equitable right title or interest, or be under any liability whatsoever for
refusing or neglecting so to do, though it may have been entered or referred to in some book of the
Company; but the Company shall nevertheless be at liberty to regard and attend to any such notice
and give effect thereto, if the Board of Directors shall so think fit.
229
POWER TO BORROW
66.
The Board may, from time to time, at its discretion subject to the provisions of Section 292 of the Act,
raise or borrow, either from the Directors or from elsewhere and secure the payment of any sum or
sums of money for the purpose of the Company; provided that the Board shall not without the sanction
of the Company in General Meeting borrow any sum of money which together with money borrowed by
the Company (apart from temporary loans obtained from the Company's bankers in the ordinary
course of business) exceed the aggregate for the time being of the paid up capital of the Company and
its free reserves, that is to say, reserves not set aside for any specific purpose.
CONDITIONS ON WHICH MONEY MAY BE BORROWED
67.
The Board may raise or secure the repayment of such sum or sums in such manner and upon such
terms and conditions in all respects as it thinks fit and in particular, by the issue of bonds, perpetual or
redeemable, debentures or debenture-stock, or any mortgage, or other security on the undertaking of
the whole or any part of the property of the Company (both present and future] including its uncalled
capital for the time being.
REGISTER OF MORTGAGES ETC. TO BE KEPT
71.
The Board shall cause a proper Register to be kept in accordance with the provisions of Section 143 of
the Act of all mortgages, debentures, and charges specifically affecting the property of the Company,
and shall cause the requirements of Sections 118 and 125 and 127 to 144, both inclusive of the Act in
that behalf to be duly complied with, so far as they are ought to be complied with by the Board.
ANNUAL GENERAL MEETING SUMMARY
75.
The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to
any other meetings in that year. All General Meetings other than Annual General Meeting shall be
Extraordinary General Meetings. The first Annual General Meeting shall be held within eighteen months
from the date of incorporation of the company and the next Annual General Meeting shall be held
within six months after the expiry of the financial year in which the first Annual General Meeting was
held and thereafter an Annual General Meeting of the Company shall be held within six months after
the expiry of each financial year, provided that not more than fifteen months shall elapse between the
date of one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions
shall be taken as affecting the right conferred upon the Registrar under the provisions of Section 166(l)
of the Act to extend the time within which any Annual General Meeting may be held. Every Annual
General Meeting shall be called for on a time during business hours, on a day that is not a public
holiday, and shall be held in' the office of the company or at some other place within the city in which
the office of the Company is situated as the Board may determine and the Notices calling the Meeting
shall specify it as the Annual General Meeting. The Company may in any one Annual General Meeting
fix the time for its subsequent Annual General Meeting. Every member of the Company shall be entitled
to attend either in person or by proxy and the Auditor of the Company shall be entitled to attend and
to be heard at any General Meeting which he attends on any part of the business, concerns him as
Auditor. At every Annual General Meeting of the Company there shall be laid on the table the Directors'
Report (if not already attached in the Audited statement of Accounts) the proxy Register with proxies
and the Register of Directors' Share holdings of which latter Register shall remain open and accessible
during the continuance of the meeting. The Board shall cause to be prepared the Annual List of
Members, summary of the Share Capital, Balance Sheet and Profit and Loss Account and forward the
same to the Registrar in accordance with Sections 159, 161 and 220 of the Act.
EXTRAORDINARY GENERAL MEETING
76.
The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a
requisition in writing by any member or members holding in the aggregate not less than one-tenth of
such of the paid-up capital as at the date carries the right of voting in regard to the matter in respect of
which the requisition has been made.
230
REGULATION OF THE MEMBERS TO STATE OBJECT OF MEETING
77.
Any valid requisition so made by members must state the object or objects of the meeting proposed to
be called and must be signed by the requisitionists and be deposited at the office provided that such
requisition may consist of several documents in file form each signed by one or more requisitionists.
ON RECEIPT OF REQUISITIONS DIRECTORS TO CALL MEETING AND IN DEFAULT REQUISITI0NISTS
MAY DO SO.
78.
Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General
Meeting, and if they do not proceed within twenty one days from the date of the requisition being
deposited at the office to cause a meeting to be called on a day not later than forty-five days from date
of deposit of the requisition, the requisitionists, or such of their number as, represents either a
majority in value of the paid-up share capital of the Company as is referred to in Section 169(4) of the
Act, which ever is less, may themselves call the meeting, but in either case, any meeting so called shall
be held within three months from the date of the delivery of the requisition as aforesaid.
DIRECTORS
111. 1. Until otherwise determined by a General Meeting of the Company and subject to tile provisions of
Section 252 of the Act, the number of Directors shall not be less than three nor more than twelve
The first Directors of the Company were the following:
i.
Lala Brahm Swarup
ii.
Lala Hari Raj Swarup
iii.
Lala Gopal Raj Swarup
iv.
Mr. H.L. Nathan
v.
Mr. B.E. Boyhan
RETIREMENT AND ROTATION OF DIRECTORS
129.
At every Annual General Meeting of the Company, one-third if such of the Directors for the time being
as are liable to retire by rotation or if their number is not three or a multiple of three, the number
nearest to one-third shall retire from office.
ASCERTAINMENT OF DIRECTORS RETIRING BY ROTATION AND FILLING OF VACANCIES.
130.
Subject to Section 256(2) of the Act, the Directors to retire by rotation under Article 129 at every
Annual General Meeting shall be those who have been longest in the office since their last
appointment, but, as between persons who became -directors on the same day, those who are to
retire, shall, in default of, and subject to any agreement among themselves, be determined by lot.
RETIRING DIRECTOR ELIGIBLE FOR RE ELECTION
131.
A retiring Director shall be eligible for re-election.
APPOINTMENT OF ALTERNATE DIRECTOR
114.
The Board may appoint an Alternate Director to act for a Director (hereinafter called "the Original
Director') during his absence for a period of not less than three months from the State in which the
meetings of the Board are ordinarily held. An Alternate Director appointed under this Article shall not
hold office for a period longer than that permissible to the Original director in whose place he has
been appointed and shall vacate the office of the Original Director when he returns to that State. If
the terms of office of the Original Director are determined before he so returns to that state, any
provisions in the Act or in these Articles for the automatic reappointment of any retiring Director in
default of another appointment shall apply to the Original Director and not to the Alternate Director.
ADDITIONAL DIRECTORS
115.
Subject to the provisions of Sections 260 and 264 of the Act, the Board shall have power at any time
and from time to time to appoint any other qualified person to be an Additional Director, but so that
the total number of Directors shall not at any time exceed the maximum 12 fixed under the Article
231
111. Any such Additional Director shall hold office only up to the date of the next Annual General
Meeting.
DIRECTORS' POWER TO FILL CASUAL VACANCIES
118.
Subject to the provisions of Section 262, 264 and 284(6) of the Act, the Board shall have power at
any time and from time to time to appoint any other qualified person to be a Director to fill a casual
vacancy. Any person so appointed shall hold office only up to the date to which the Director in whose
place he is appointed would have held office if it had not been vacated by him.
DIRECTORS MAY ACT NOTWITHSTANDING ANY VACANCY
121.
The continuing Directors may act notwithstanding any vacancy in their body but if, and so long as
their number is reduced below the minimum number fixed by the Article 111 hereof, the continuing
Directors not being less than three, may act for the purpose of increasing the number of directors to
that number or for summoning a General Meeting but for no other purpose.
SECRETARY
156.
The Directors may from time to time appoint, and at their discretion, remove the Secretary provided
that where the Board comprises only three Directors, neither of them shall be the Secretary. The
Secretary appointed by the directors pursuant to this Article shall be a whole-time Secretary. The
Directors may also at any time appoint some person, who need not be Secretary, to keep the
registers required to be kept by the Company.
THE SEAL ITS CUSTODY AND USE
157.
(a)
The Board shall provide a Common Seal for the purposes of the Company, and shall have power
from time to time to destroy the same and substitute a new Seal in lieu thereof and the Seal shall
never be used except by the authority of the Board or a Committee of the Board previously given.
(b)
The Company shall also be at, liberty to have an official Seal in accordance with Section 50 of the
Act, for use in any territory, district or place outside India.
CAPITALISATION OF RESERVES
172.
Any General Meeting may resolve that any moneys, investments, or other assets forming part of
undivided profits of the Company standing to the credit of the Reserves, or any Capital Redemption
Reserve Fund, in the hands of the company and available for dividend or representing premiums
received on the issue of shares and standing to the credit of the Share Premium Account be
capitalised and distributed amongst such of the members as would be entitled to receive the same if
distributed by way of dividend and in the same proportions on the footing that they become entitled
thereto as capital and that all or any part of such capitalised fund be applied on behalf of such
members in paying up in full any unissued shares, debentures, or debenture-stock of the Company
which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued
shares, and that such distribution or payment shall be accepted by such members in full satisfaction
of their interest in the said capitalised sum. Provided that any sum standing to the credit of a Share
Premium Account or a Capital Redemption Reserve Fund may, for the purposes of this Article, only be
applied in the paying up of unissued shares to be issued to members of the Company as fully paid
bonus shares.
UTILIZATION OF UNDISTRIBUTED CAPITAL PROFITS.
173.
A General Meeting may resolve that any surplus money arising from the realization of any capital
asset of the Company or any investments representing the same, or any other undistributed profits of
the Company not subject to charge for income tax, be distributed among the members on the footing
that they receive the same as capital.
232
RESOLVING ISSUES OF FRACTIONAL CERTIFICATES
174.
For the purpose of giving effect to any resolution under the two last preceding articles hereof the
Board may settle any difficulty which may arise in regard the distribution as it thinks expedient and in
particular may issue fractional certificates, and may fix the value of distribution of any specific assets,
and may determine that cash payment shall be made to any members upon the footing of the value
so fixed in order to adjust the rights of all parties and may vest such cash or specific assets in
trustees upon such trusts for the persons entitled to the Board. Where requisite, a proper contract
shall be filed in accordance with Section 75 of the Act, and the Board may appoint any person to sign
such contract on behalf of the person entitled to the dividend or capital fund, and such appointment
shall be effective.
THE COMPANY IN GENERAL MEETING MAY DECLARE A DIVIDEND
160.
The Company in General Meeting may declare dividends to be paid to the members according to their
respective rights, but no dividend shall exceed the amount recommended by the Board, but the
company in general meeting may declare a smaller dividend.
DIVIDEND ONLY TO BE PAID OUT OF PROFITS
161.
No dividend shall be declared or paid otherwise than out of the profits of the financial year arrived at
after providing for depreciation in accordance with the provisions of Section 205 of the Act or out of
the profits of the Company for any previous financial year or years arrived at after providing for
depreciation in accordance with these provisions and remaining undistributed or out of both, provided
that;
(a)
if the Company has not provided for depreciation for any previous financial year or years, it
shall, before declaring or paying a dividend for any financial year, provide for such depreciation
out of the profits of the financial year or years.
(b)
if the Company has incurred any loss in any previous financial year or years, the amount of the
loss or any amount which is equal to the amount provided for depreciation for that year or
those years whichever is less, shall be set off against the profits of the company for the year for
which the dividend is proposed to be declared or paid or against the profits of the Company for
any previous financial year or years arrived at in both cases after providing for depreciation in
accordance with the provisions of sub-section (2) of Section 205 of the Act, or against both.
INTERIM DIVIDEND
162.
The Board may, from time to time, pay to the Members such interim Dividend as in their judgment,
the position of the Company justifies.
CALLS IN ADVANCE NOT TO CARRY RIGHTS TO PARTICIPATE IN PROFITS.
163.
Where capital is paid in advance of calls, such capital may carry interest but shall not in respect
thereof confer a right to dividend or participate in profits.
DIVIDEND TO BE KEPT IN ABEYANCE
165.
The Board may retain the dividends payable upon shares in respect of which any person is under the
Article 60 entitled to become a member or which any person under that Article is entitled to transfer;
until such a person shall become a member, in respect of such shares or duly transfer the same.
DEDUCTION OF MONEY OWED TO THE COMPANY
167.
No member shall be entitled to receive payments of any interest or dividend in respect of his share or
shares, while any money may be due or owing from him to the Company in respect of such share or
shares or otherwise howsoever, either alone or jointly with any other person or persons and the
Board may deduct from the interest or dividend payable to any member all sums of money so due
from him to the Company.
233
DIRECTORS TO KEEP TRUE ACCOUNTS
175. (1)
The company shall keep at the office or at such other place in India as the Board thinks fit, proper
Books of Account in accordance with Section 209 of the Act, with respect to
(a)
all the sums of moneys received and expended by the Company and the matters in respect of
which the receipts and expenditure take place.
(b)
all sales and purchases of goods by the Company.
c)
(2)
the Assets and liabilities of the Company.
Where the Board decides to keep all or any of the Books of Account at any place other than the
office of the Company, the Company shall within seven days of the decision file with the Registrar a
notice in writing giving, the full address of that other place.
(3) The Company shall preserve in good order the Books of Account relating to the period of not less
than eight years preceding the current year together with the vouchers relevant to any entry in such
Books of Account.
(4) Where the Company has a branch off ice, whether in or outside India, the Company shall be deemed
to have complied with the Article if proper Books of Account relating to the transactions effected at
the branch office are kept at the branch office and proper summarized returns made up to date at
intervals of not more than three months are sent by the branch office to the Company at its offices
at other place in India, at which the Company's Books of Account are kept as aforesaid.
(5) The Books of Account shall give a true and fair view of the state of affairs of the Company or branch
office, as the case may be, and explain its transaction. The Books of Account and other books and
papers shall be open to inspection by any Directors during business hours.
234
SECTION X
OTHER INFORMATION
i.
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following Contracts (not being contracts entered into in the ordinary course of business carried on by SVP
Industries Limited or entered into more than two years before the date of this Draft Prospectus) which are or
may be deemed material contracts have been entered into or to be entered into by the Company. These
Contracts, copies of which have been attached to the copy of this Draft Prospectus, delivered to the Registrar of
Companies, Uttar Pradesh, Kanpur, for registration and also the documents for inspection referred to
hereunder, may be inspected at the corporate office of SVP Industries Limited at B-67, East of Kailash, New
Delhi, India between 11.00 a.m. to 5.00 p.m. on any working day from the date of the Draft Prospectus till the
date of Closing Date of the Issue.
Material Contracts
i.
Memorandum of Understanding dated March 27, 2006 entered into by the Issuer Company with SREI
Capital Markets Ltd., to act as Lead Manager to the Issue.
ii.
Letter of Appointment dated November 23, 2005 from the Issuer Company appointing SREI Capital Markets
Limited as Lead Manager to the Issue.
iii. Memorandum of Understanding dated March 29, 2006 entered into by the Issuer Company with Karvy
Computershare Pvt. Limited, to act as the Registrar to the Issue.
iv. Letter of Appointment dated November 30, 2005 from the Issuer
Computershare Pvt. Ltd. as Registrar to the Issue.
v.
Company appointing Karvy
Tripartite Agreement dated [*] between the Company, NSDL and Karvy Computershare Pvt. Limited.
vi. Tripartite Agreement dated [*] between the Company, CDSL and Karvy Computershare Pvt. Limited.
vi. Underwriting Agreement dated [*].
viii. Engagement Letter dated December 30, 2005 to M/s Vaish and Associates, appointing them as Legal
Advisor to the Issue.
Documents for Inspection
i.
Memorandum and Articles of Association of SVP Industries Ltd., as amended from time to time.
ii.
Certificate of Incorporation dated October 24, 1961.
iii.
Certificate of Commencement of Business dated January 2, 1962.
iv.
Fresh Certificate of Incorporation consequent upon change of name from Uttar Pradesh Pulp & Paper
Mills Ltd. to Swarup Vegetable Products Industries Ltd. dated September 30, 1970.
v.
Fresh Certificate of Incorporation consequent upon change of name from Swarup Vegetable Products
Industries Ltd. to SVP Industries Ltd. dated June 30, 2004.
vi.
Resolution passed at the meeting of the Board of Directors held on November 22, 2005 for the
proposed Public Issue, and Special Resolution passed by the shareholders of the Company at the EGM
held on December 30, 2005 pursuant to Section 81(1A) of the Companies Act, 1956.
vii.
Initial listing applications dated [*] and [*] filed with BSE and NSE respectively.
viii.
Copies of Annual Reports of SVP Industries Limited for the years ended March 31, 2001, 2002, 2003,
2004 and 2005, and Audit report for nine-month period ended as on December 31, 2005.
ix.
Auditor’s Report dated February 2, 2006 for Restated financial statement of the Company for the years
ended March 31, 2005, 2004, 2003, 2002, 2001, and for the nine month period ended December 31,
2005, and included in the Draft Prospectus.
x.
Sanction letter dated January 24, 2006 received from SREI Infrastructure Finance Limited, towards
Rs. 12 crores term loan, as part-finance of the proposed project cost.
xi.
Consents of the Directors, Company Secretary, Compliance Officer, Auditors, Lead Manager, Registrar
to the Issue, Bankers to the Issue, Bankers to the Company, and Legal Advisor to the Issue, as
referred to, to act in their respective capacities.
xii.
Tax Benefit Certificate dated April 18, 2006 from M/s B.R. Maheshwari, Statutory Auditors of the
Company.
xiii.
Resolution of the IPO Committee.
235
xiv.
Copies of listing applications made to BSE and NSE for permission to list the Equity Shares offered
through this Draft Prospectus and for an official quotation of the Equity Shares of the Company.
xv.
Copies of Quotations obtained for purchase of Plant & Machineries, and Equipments.
xvi.
In-principal listing approvals dated [*], and [*] from BSE and NSE respectively.
xvii.
General Power of Attorney executed by Directors in favour of Mr. Govind Swarup, Managing Director
and Dr. Bhaskar Roy, Vice President (Finance) & Compliance Officer for signing and making necessary
changes in the Draft Prospectus.
xviii.
Legal Advisor’s Certificate dated March 27, 2006.
xix.
Due Diligence Certificate dated March 28, 2006 to SEBI from SREI Capital Markets Ltd.
xx.
SEBI Observation Letter no. [*] dated [*].
xxi.
Resolution of the Members of the Company passed at the AGM held on September 28, 2005 appointing
M/s B.R. Maheshwari & Co., Chartered Accountants, New Delhi, as statutory auditors.
xxii.
Copies of form along with relevant resolutions regarding increase in the Authorised Share Capital.
xxiii.
Copy of the Board Resolution approving this Draft Prospectus.
xxiv.
Extracts of industry information used in this Draft Prospectus.
xxv.
Chartered Accountants Certificate for the amount spent till date on this Project.
xxvi.
Consent of the Statutory Auditors being for inclusion of their Report on accounts in the form and
context in which they appear in the Draft Prospectus.
xxvii.
Resolution passed at the EGM held on March 15, 2006 for appointment of Mr. Madhav Kumar Swarup,
Mr. Prabhat Kumar Swarup, and Mr. Govind Swarup as Managing Directors.
xxviii.
Resolution passed at the EGM held on January 15, 2006 for appointment of Mr. Har Saran Gupta as
Executive Director.
xxviii.
Resolution of the Meeting of the Board of Directors held on February 28, 2006 for the formation of the
Company’s Audit Committee, Investors Grievance Committee, Remuneration Committee, IPO
Committee, and Selection Committee.
Any of the contracts or documents mentioned in this Draft Prospectus may be amended or modified at any time
if so required in the interest of the Company or if required by the other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant
statutes.
236
ii.
DECLARATION
All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India
or the guidelines issued by the Securities and Exchange Board of India, established under Section 3 of the
Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement made in this Draft Prospectus is contrary to the provisions of the Companies Act, 1956, the
Securities and Exchange Board of India Act, 1992 or rules made there under or guidelines issued, as the case
may be.
All the said legal requirements connected with this said Issue as also the guidelines, instructions issued by
SEBI, the Government and any other competent authority in this behalf have been duly complied with.
We, the Directors of SVP Industries Limited, hereby declare and confirm that no information/material likely to
have a bearing on the decision of the investors in respect of the Equity Shares issued in terms of the Draft
Prospectus has been suppressed/withheld and/or incorporated in the manner that would amount to
misstatement/misrepresentation. We further certify that all the disclosures made in this Draft Prospectus are
true and correct.
SIGNED BY ALL THE DIRECTORS OF SVP INDUSTRIES LIMITED
Mrs. Ved Vati Swarup, Chairperson and Director *
Mr. Madhav Kumar Swarup, Managing Director *
Mr. Prabhat Kumar Swarup, Managing Director *
Mr. Govind Swarup, Managing Director
Mr. Arun Kumar Swarup, Director *
Mr. Har Saran Gupta, Executive Director *
Mr. Kishore Kumar Lahiri, Director *
Mr. Yashbir Singh Tayal, Director *
Mr. Ajay Kumar Jain, Director *
(* Signed by constituted Power of Attorney Holder Mr. Govind Swarup)
SIGNED
Dr. Bhaskar Roy, Vice President (Finance) & Compliance Officer
Place: New Delhi
Date : April 21, 2006
237