MIRA INFORM REPORT

 

 

Report Date :

21.02.2011

 

IDENTIFICATION DETAILS

 

Name :

BAJAJ HINDUSTHAN LIMITED

 

 

Registered Office :

Bajaj Bhavan, 2nd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400021, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

30.09.2009

 

 

Date of Incorporation :

24.11.1931

 

 

Com. Reg. No.:

001797

 

 

CIN No.:

[Company Identification No.]

L15420MH1931PLC001797

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMB11307C

 

 

PAN No.:

[Permanent Account No.]

AAACB4351J

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are listed on Stock Exchange

 

 

Line of Business :

Manufacturer of Sugar and Ethanol.

 

 

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (67)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Maximum Credit Limit :

USD 91000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and a reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INFORMATION PARTED BY

 

Name :

Mr. Rajan Shah

Designation :

Senior General Finance Manager

Contact No.:

91-22-22049056

Date :

18.02.2011

 

 

LOCATIONS

 

Registered Office :

Bajaj Bhavan, 2nd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400021, Maharashtra, India

Tel. No.:

91-22-22023626

Fax No.:

91-22-22022238

E-Mail :

shares@bajajhindusthan.com

pparakh@bajajhindusthan.com

Website :

http://www.bajajhindusthan.com

 

 

Corporate Office :

Bajaj Bhawan, B-10, Sector 3, Jamnalal Bajaj Marg, Noida - 201 301, NCR Delhi, India

Tel. No.:

91-120-2543939 / 40, 2543942-48, 4045555

Fax No.:

91-120-2543949

 

 

Regional Offices :

B-2/355, Vishal Khand – 2, Gomti Nagar, Lucknow - 226 010, Uttar Pradesh, India

Tel. No.:

91-522-2303712 / 2396529

Fax No.:

91-522-2396489

 

 

Factory :

Lakhimpur Kheri District

 

Golagokarannath Unit

Tel: 91-5876-233754 / 55 / 233758 / 233403

Fax: 91-5876-233401

 

Palia Kalan Unit

Tel: 91-5871-233410 / 233346 / 49

Fax: 91-5871-233664

 

Khambharkhera Unit

Tel: 91-5872-231626

Fax: 91-5872-252752

 

Pilibhit District

 

Barkhera Unit

Tel: 91-5881-228811/ 13/ 14/ 15

Fax: 91-5881-228812

 

Meerut District –

Kinauni Unit

Tel: 91-121-2418829 / 30

Fax: 91-121-2418828

Saharanpur District

 

Gangnauli Unit

Tel: 91-132-2729890/ 91/ 3097878

Fax: 91-132-2766304

 

Muzaffarnagar District

 

Thanabhawan Unit

Tel: 91-1398-233607 / 233457

 

Bhaisana Unit

Tel: 91-1392-235068 / 235069 / 235070

 

Bijnore District

 

Bilai Unit

Tel: 91-134-2275650 / 2230163

 

Deoria District

 

Pratappur Unit

Tel: 91-5566-2850155 / 05/ 2850023/ 27

 

 

DIRECTORS

 

AS ON 30.09.2009

 

Name :

Mr. Shishir Bajaj

Designation :

Chairman and Managing Director (Promoter)

 

 

Name :

Mr. Kushagra Bajaj

Designation :

Joint Managing Director (Promoter)

 

 

Name :

Mr. D. S. Mehta

Designation :

Non-Executive Director

 

 

Name :

Mr. Niraj Bajaj (upto December 31, 2008)

Designation :

Non-Executive Director (Promoter)

 

 

Name :

Mr. M. L. Apte

Designation :

Non-Executive Director (Independent)

 

 

Name :

Mr. R. V. Ruia

Designation :

Non-Executive Director (Independent)

 

 

Name :

Mr. Alok Krishna Agarwal

Designation :

Non-Executive Director (Independent)

 

 

KEY EXECUTIVES

 

Name :

Mr. Pradeep Parakh

Designation :

President and Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 05.01.2011

 

Category of Shareholders

No. of Shares

Percentage

 

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

7,360,896

3.25

Bodies Corporate

13,118,511

5.79

Any Others (Specify)

59,489,958

26.24

Trusts

59,489,958

26.24

Sub Total

79,969,365

35.27

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

79,969,365

35.27

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

1,137,370

0.50

Financial Institutions / Banks

792,445

0.35

Central Government / State Government(s)

1,500

-

Insurance Companies

14,642,340

6.46

Foreign Institutional Investors

31,986,418

14.11

Sub Total

48,560,073

21.42

(2) Non-Institutions

 

 

Bodies Corporate

28,177,685

12.43

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs.0.100 Million

25,249,882

11.14

Individual shareholders holding nominal share capital in excess of Rs.0.100 Million

6,928,432

3.06

Any Others (Specify)

37,871,074

16.70

Trusts

33,384,951

14.72

Directors & their Relatives & Friends

28,480

0.01

NRIs/OCBs

1,332,780

0.59

Clearing Members

1,371,254

0.60

Hindu Undivided Families

1,753,498

0.77

Foreign Corporate Bodies

111

-

Sub Total

98,227,073

43.32

Total Public shareholding (B)

146,787,146

64.73

Total (A)+(B)

226,756,511

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Sugar and Ethanol.

 

 

Products :

Item Code No. (ITC Code)

1701.11

 

Product Description

Sugar

Item Code No. (ITC Code)

000022.07

Product Description

Industrial Alcohol

 

PRODUCTION STATUS

 

PRODUCTION STATUS (As on 30.09.2009)

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Sugar

M. Tonnes

--

96,000

493,268

Alcohol

Kilo Litres

187,000

640#

32,070

Molasses*

M.Tonnes

--

--

267,241

Power

M.W.

--

274

276,300

 

NOTE

 

* Sales include inter unit transfer 1,50,240 MT (Previous year 4,55,188 MT) at nil value. Closing Stock include stock at Distillery units 15,308 MT (Previous year 1,042 MT) .

# installed capacity of alcohol includes Distillery having 60 KL capacity given on lease w.e.f. 30th May, 2006.

 

 

GENERAL INFORMATION

 

Bankers :

  • District Cooperative Bank Limited
  • Urban Cooperative Bank Limited
  • Zila Sahkari Bank Limited
  • UP Gramin Bank
  • Vidur Gramin Bank Limited

 

 

Facilities :

Particulars

As on 30.09.2009

(Rs. In Millions)

As on 30.09.2008

(Rs. in Millions)

Secured Loans

 

 

Debentures

 

 

200 - 12% Secured Redeemable Non-Convertible Debentures

of Rs.1,00,00,000 each series 15 of 2007-08 (redeemable at par on Feb. 25, 2011)

(premature payment during the year)

0.000

2000.000

25 - Secured Redeemable Non-Convertible Debentures

of Rs.1,00,00,000 each series 22 of 2007-08 MIBOR linked (redeemed at par on April 07, 2009) 25 - 11.60% Secured Redeemable Non-Convertible Debentures

of Rs.1,00,00,000 each series 23 of 2007-08 (redeemed at par on April 07, 2009)

0.000

250.000

200 - Secured Redeemable Non-Convertible Debentures

of Rs.1,00,00,000 each series 25 of 2007-08 MIBOR linked

(redeemed at par Rs. 1,000 million each on March 10, 2009 & March 16, 2009)

0.000

250.000

100 - Secured Redeemable Non-Convertible Debentures

of Rs.1,00,00,000 each series 27 of 2007-08 MIBOR linked

(redeemed at par on June 05, 2009)

0.000

2000.000

15 - 11% Secured Redeemable Non-Convertible Debentures

of Rs.1,00,00,000 each series 30 of 2007-08 (redeemable at par on June 19, 2011)

0.000

1000.000

15 - 11% Secured Redeemable Non-Convertible Debentures of Rs.1,00,00,000 each series 30 of 2007-08

150.000

150.000

Loans and Advances from Banks

18853.840

22360.350

Other Loans and Advances

563.470

70.480

Total

19567.310

28080.830

 

NOTES

 

1. Non-Convertible Debentures amounting to Rs.150 Million (Series 30 of 2007-08) is secured / to be secured by way of first pari passu charge on fixed assets of the Company. Documentation in this regard is under finalisation.

2. Working Capital / Short Term Loans facilities from Banks are secured, on first pari passu charge basis, by hypothecation of inventories, book debts, other receivables and current assets and further secured / to be secured, on a third pari passu charge basis, by hypothecation of the whole of movable fixed assets and properties and by mortgage on the whole of immovable fixed assets and properties of the Company. Documentation for mortgage in respect of certain loans is under finalisation.

3. Term Loans from Banks (except ECB of Yen 9,191.20 Million and Loans under "Scheme for Extending Financial Assistance to Sugar Undertaking, 2007" for Rs.1967.20 Million) are secured, on first pari passu charge basis, by hypothecation of the whole of the present and future movable fixed assets and properties including plant and machinery, tools and accessories of the Company and also secured/ to be secured, on first pari passu charge basis, by mortgage (by deposit of title deeds) on the whole of immovable fixed assets and properties and further secured, on second pari passu charge basis, by hypothecation of all the present and future current assets of the Company including inventories, book debts and other receivables. Documentation for mortgage in respect of certain term loans /certain properties is under finalisation.

4. The ECB Loan of Yen 9,191.20 Million is secured, on first pari passu charge basis, by hypothecation of the whole of the present and future movable fixed assets and properties including plant and machinery, tools and accessories of the Company and also secured/to be secured, on first pari passu charge basis, by mortgage (by deposit of title deeds) on the whole of immovable fixed assets and properties. Documentation for mortgage in respect of certain properties is under finalisation.

5. Loans under "Scheme for Extending Financial Assistance to Sugar Undertaking, 2007" amounting to Rs.1967.20 Million included in Loans and Advances from Banks, are secured / to be secured on pari passu residual charge basis, by hypothecation of whole of movable fixed assets and properties and by mortgage on the Sugar Undertakings of the Company. Documentation for mortgage in respect of certain loans/certain properties is under finalisation.

6. The Sugar Development Fund loan from Government of India amounting to Rs.563.47 Million shown under Other Loans and Advances is secured/to be secured, on exclusive second charge basis, by hypothecation of the whole of movable fixed assets and properties and by mortgage on the whole of immovable fixed assets and properties of the concerned sugar unit of the Company. The Company has also created security in favour of Government of India for certain other SDF loans aggregating to Rs.537.23 Million, that are yet to be disbursed to the Company, on exclusive second charge basis, by hypothecation of the entire movable fixed assets and properties of the respective sugar units for which the said SDF loans have been sanctioned.

 

Particulars

As on 30.09.2009

(Rs. In Millions)

As on 30.09.2008

(Rs. in Millions)

Unsecured Loans

 

 

Short Term Debentures

5500.000

250.000

Zero Coupon Foreign Currency Convertible Bonds (FCCBs)

4783.440

5609.330

Short Term Loan from Banks

900.000

149.780

Fixed Deposits

0.760

0.790

Total

11184.200

6009.900

 

[Short Term Debentures of Rs.3,050 Million (Rs.63,430 Million) issued and redeemed during the year]

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Dalal and Shah

Chartered Accountants

Address :

Mumbai, Maharashtra, India 

 

 

Subsidiaries :

  • Bajaj Eco-Tec Products Limited (Wholly owned)
  • Bajaj Eco-Chem Products Private Limited (Wholly owned)
  • Bajaj Hindusthan Sugar and Industries Limited
  • Bajaj International Participaçőes Ltda., Brazil (Wholly owned)
  • Bajaj Hindusthan (Singapore) Pte. Limited, Singapore (Wholly owned)

 

 

Associates and Joint Ventures :

Bajaj E-biz Private Limited

 

 

CAPITAL STRUCTURE

 

AS ON 30.09.2009

 

Authorised Capital :

No. of Shares

Type

Value

Amount

300,000,000

Equity Share

Rs.1/- Each

Rs.300.000 millions

500,000,000

Unclassified Shares

Rs.1/- Each

Rs.500.000 millions

 

Total

 

Rs.800.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

176,857,111

Equity Share

Rs.1/- Each

Rs.176.860 millions

 

NOTE

 

Of the above shares 53,100,000 Equity Shares were allotted as fully paid Bonus Shares by way of Capitalisation of Reserves.

 

 

 

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.09.2009

30.09.2008

30.09.2007

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

176.860

141.410

141.410

2] Equity Warrants

189.010

0.000

0.000

3] Share Application Money

0.000

0.000

0.000

4] Reserves & Surplus

22570.750

13309.630

14201.900

5] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

22936.620

13451.040

14343.310

LOAN FUNDS

 

 

 

1] Secured Loans

19567.310

28080.830

20358.800

2] Unsecured Loans

11184.200

6009.900

8550.100

TOTAL BORROWING

30751.510

34090.730

28908.900

DEFERRED TAX LIABILITIES

1080.440

589.370

1208.770

 

 

 

 

TOTAL

54768.570

48131.140

44460.980

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

26324.990

24788.220

22206.390

Capital work-in-progress

1312.790

1386.930

5629.670

 

 

 

 

INVESTMENT

5491.060

4882.560

4374.670

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

8004.520
6372.370

3948.270

 

Sundry Debtors

285.650
422.990

1099.970

 

Cash & Bank Balances

1123.550
397.270

1089.530

 

Other Current Assets

0.000
0.000

0.000

 

Loans & Advances

20930.490
18062.130

14952.760

Total Current Assets

30344.210

25254.760

21090.530

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

6577.450

5630.500

6022.670

 

Other Current Liabilities

252.830
474.420

222.680

 

Provisions

1874.200
2076.410

2594.930

Total Current Liabilities

8704.480

8181.330

8840.280

Net Current Assets

21639.730
17073.430

12250.250

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

54768.570

48131.140

44460.980

 

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

30.09.2009

30.09.2008

30.09.2007

 

SALES

 

 

 

 

 

Income

15837.370

17562.810

17130.110

 

 

Other Income

2311.570

465.910

306.500

 

 

TOTAL                                     (A)

18148.940

18028.720

17436.610

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Raw Material Consumed

8167.600

13903.310

12834.170

 

 

Manpower Cost

1208.320

1162.860

1125.170

 

 

Other Expenditure

1382.820

3024.010

2316.830

 

 

Increase/(Decrease) in Finished Goods

1437.260

(2246.900)

(1324.140)

 

 

TOTAL                                     (B)

12196.000

15843.280

14952.030

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

1908.680

(603.440)

248.580

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

1870.770

1394.440

637.340

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

37.910

791.000

1847.240

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

2022.130

1872.210

1468.820

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

2060.040

(1081.210)

378.420

 

 

 

 

 

Less

TAX                                                                  (H)

497.670

(604.370)

(78.050)

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

1562.370

(476.840)

456.470

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

65.270

670.380

NA

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Reserve for Molasses Storage Tanks 

1.590

4.130

 

 

General Reserve

400.000

0.000

 

 

 

Debenture Redemption Reserve

275.000

0.000

NA

 

 

Proposed Dividend

123.800

84.840

 

 

 

Corporate Dividend Tax on Proposed Dividend

21.040

14.420

 

 

BALANCE CARRIED TO THE B/S

789.980

65.270

NA

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

41.310

122.100

286.250

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

2932.550

0.000

NA

 

 

Capital Goods

0.000

0.720

NA

 

TOTAL IMPORTS

2932.550

0.720

NA

 

 

 

 

 

 

Earnings Per Share (Rs.)

9.39

(3.55)

3.61

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

7277.800

10199.200

14830.100

Total Expenditure

6548.600

8559.800

12151.100

PBIDT (Excl OI)

729.200

1639.400

2679.000

Other Income

147.600

12.500

0.100

Operating Profit

876.800

1651.900

2679.100

Interest

707.000

1200.100

1069.900

PBDT

169.800

451.800

1609.200

Depreciation

527.600

1075.500

856.300

Profit Before Tax

(357.800)

(623.700)

752.900

Tax

(208.700)

(120.500)

174.300

Profit After Tax

(149.100)

(503.200)

578.600

Net Profit

(149.100)

(503.200)

578.600

 

 

 KEY RATIOS

 

PARTICULARS

 

 

30.09.2009

30.09.2008

30.09.2007

PAT / Total Income

(%)

8.61

(2.64)

2.62

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

13.00

(6.16)

2.21

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

3.64

(2.16)

0.87

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.09

(0.08)

0.03

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.72

3.14

2.63

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.49

3.09

2.39

 

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Details of Sundry Creditors:

 

Particulars

 

30.09.2009

(Rs. in millions)

30.09.2008

(Rs. in millions)

30.09.2007

(Rs. in millions)

Sundry Creditors

6577.450

5630.500

6022.670

 

HISTORY

 

Subject, a part of the 'Bajaj Group', is India's number one sugar and ethanol manufacturing company, headquartered at Mumbai (Maharashtra), India. It was incorporated in the year 1931 as a sugar and cement manufacturing company. The Company has ten sugar plants, which are all located in the northern Indian state of Uttar Pradesh (UP). The ten plants have an aggregate sugarcane crushing capacity of 96,000 tcd (tonnes crushed per day). Also subject generates 397 MW of power from the bagasse produced in its sugar mills. After meeting its own energy needs, subject has a surplus of over 90 MW. The Company has already begun to supply significant part of this surplus power to the UP state grid. The Cement factory at Udaipur started production from 26th March of the year 1980. In 1985, a sugar factory with 1,250 tonnes capacity per annum was commenced operation at Samporna nagar in the cane supply zone of Gola Palia sugar factories. A stack reclaimer for uniform feeding of timer tone and 2 diesel sets of 4 MW each were installed during the year. The name of the Company was changed from Hindusthan Sugar Mills Limited to Bajaj Hindusthan Limited in 27th June of the year 1988. The Company completed the decontrol of cement effective from March 1st of the year 1989. Sharda Sugar and Industries Limited (SSIL) was amalgamated with the Company during April of the year 1991. The Company has signed the Agreement for Sale (Memorandum of Understanding) in 10th June of the year 1993, and likely to handover the possession of the Cement Plant. The Company has received a Letter of Intent from Central Government in the year 1995 for installation of a new sugar plant at Sharda nagar, Lakshimpur, Dist. Kheri, UP with a capacity of 2500 TCD. Subject's subsidiary, the Construction Boards Limited was amalgamated with the company in the year 1996. Subject's project of upgradation of boiler and power stations at Palia was commissioned in February of the year 1997. The Golagokarannath plant started crushing on November 22nd of the year 1998, and achieved installed capacity of 9000 TCD and its Paliakalan plant also started crushing on November 30th of the same year 1998, with an installed capacity of 7000 TCD. During the year Company also joined hands with Family Planning Association of India wherein a Project office is opened at Gola with necessary infrastructure. The cement plant is sold to J K Udaipur Udyog Limited for Rs. 1475 million. Subject had acquired the 5,000 TCD plant of Monnet Sugar in UP during the year of 2003. The Company made a tie up with State Bank of India regarding the term loans worth Rs 400 cr in the year 2004. As at November 2004, subject commenced commercial production at its new Greenfield sugar Plant at Kinauni, near Meerut (U.P.) with production capacities of 7,000 tonnes sugarcane crushed per day (tcd). Two Greenfield sugar Units of subject, in Thanabhavan and Budhana, both located in Muzaffarnagar district in UP, began its production during the sugar season. These were commissioned on October 27 and 28, 2005, respectively. The Company had commenced cane-crushing operations in its new Greenfield sugar plant in Bilai, in the Bijnore district of Uttar Pradesh in October 29th of the year 2005. Subject's Subsidiary, new pioneering ventures into the manufacture of Medium Density Fibre Board (MDF) and Particle Board (PB) during August of the year 2006. Both products are manufactured with bagasse from sugar mills and constitute significantly value-added forward integration. Simultaneous commencement project work on three more Greenfield plants with aggregate  capacity of 27000 TCD, operations to commence in sugar season 2006-07. In May 25th of the year 2007, the company incorporated a subsidiary company with the aim of leveraging foreign business opportunities under the name of Bajaj Hindusthan (Singapore) Pte. Limited The power transmission line for the Co-generation facility at Kinauni was charged in July of the year 2007. The plant has now begun supplying 10 MW of power to UPPCL. A 12 km power line has been erected from the Kinauni Unit to the Ami Nagar Sarai substation to facilitate power supply to the grid. Subject decided to diversify into non-cyclical business, as part of this, the company had planned to manufacture speciality chemicals from alcohol during April of the year 2008.

 

FINANCIAL RESULTS

 

On a stand-alone basis the Company achieved a turnover of Rs.18,148.94 million as compared to Rs. 18,028.72 million in the previous year. The Profit after tax stood at Rs.1,562.37 million as compared to the loss of Rs. 476.84 million on the previous year. On consolidated basis, the turnover is Rs. 23,335.19 million as compared to Rs. 21,202.60 million in the previous year. The profit after tax and minority interest is Rs. 617.84 million compared to a loss after tax and minority interest of Rs. 1,574.22 million in the previous year.

 

OPERATIONS

 

The financial year 2008-09 witnessed lower than demand sugar production in India for the second year in a row. The situation was primarily caused by a lower availability of sugarcane-the principal raw material for Company's operations-which was on a decline due to various factors like crop switching, climate, sugarcane yield, sugar recovery, etc. The increase in the minimum support prices (MSP) of alternative crops, especially wheat and paddy, increased as a CAGR of around 18% in past three years, resulted in a quantum jump in the wheat and paddy production levels in the past five years. The rate of sugar recovery was relatively lower due to adverse agro-climatic conditions. The average recovery rate declined to 9.09% from 9.99% in the 2007-2008 Sugar Season (SS), and caused the overall production of sugar to decline. Lower sugarcane availability coupled with lower recovery during the season 2008-09 resulted in lower production of sugar and other downstream products-industrial alcohol, power, etc. - by the Company.

 

On the other hand, this resulted in emerging of situation of deficit inventory in the Indian Sugar industry from the earlier position a surplus inventory situation. Imports of sugar in India were also on a rise during the 2008-2009 SS and are expected to rise further during in 2009-2010 SS to balance the sugar inventory levels within the country. Resultantly, the sugar prices in India started firming up during the year and are expected to rise further in the coming year.

 

The operations during the financial year ended September 30, 2009 at all the ten sugar mills of the Company having an aggregate sugarcane crushing capacity of 96,000 TCD, five distilleries having an aggregate capacity of 640 KL of industrial alcohol per day and co-generation facilities which have an aggregate installed capacity of 340 MW were satisfactory. Despite adverse conditions and lower production, the Company had achieved commendable results during the year 2008-09.

 

Sugar

 

The decrease in overall availability of sugarcane during the Sugar Season (SS) 2008-09 also affected the Company. The sugarcane crushing was lesser by around 46% with relatively shorter duration of crushing operations in all of its sugar mills ranging from 68 to 123 days during SS 2008-09 as against the duration ranging from 92 to 142 days during the previous SS 2007-08. The aggregate sugarcane crushed by the Company during SS 2008-09 dropped to 5.425 Million MT (MMT) as against 10.012 MMT in SS 2007-08. Further more the unfavourable weather conditions also caused a reduction in recovery rate by around 0.90% - from an average recovery of 9.09% during SS 2008-09 as against that of 9.99% achieved in SS 2007-08. As a result, the sugar production during SS 2008-09 dropped to 4,93,268 tonnes compared to 9,99,890 tonnes during the preceding SS 2007-08.

 

The sugarcane price in form of State Advised Price (SAP) was fixed at Rs.140 per quintal in SS 2008-09 by the state government of Uttar Pradesh. The higher SAP coupled with lower sugarcane availability and lower recovery rate resulted in an increase per unit cost of production of sugar - from an average cost of about Rs.1,657 per quintal in SS 2007-08 to Rs.2,019 per quintal in SS 2008-09. The sugar prices however began to rise during the second half of the financial year 2008-09, mainly due to depleting sugar inventory levels in the country. The average selling price of free sale sugar, being 90% of the total quantity of sugar produced by the Company was up by around 41% - to about Rs. 2,205 per quintal during the financial year 2008-09, as against Rs. 1,563 per quintal during financial year 2007-08. On the other hand, for the remaining 10% of the total quantity of sugar produced by the Company, as required to be sold to the Public Distribution System, remained unchanged at Rs. 1,333 per quintal. The profitability of sugar segment of the Company during the year 2008-09 was Rs.1,594.77 million as against a loss of Rs. 602.64 million in the previous year.

 

Industrial Alcohol

 

The operations at all the five distilleries of the Company having an aggregate industrial alcohol production capacity of 640 KL per day were satisfactory. The total production of industrial alcohol during the year 2008-09 however was lower 52,469 KL as against 139,260 KL in the year 2007-08, primarily due to lower availability of molasses which in turn can be attributed to the lower availability of sugarcane. Ethanol, which is the major contributory for the industrial alcohol segment of the Company, continued to be sold to the oil companies in India at the price determined through a competitive tender mechanism. While average ethanol prices during the year 2008-09 were constant at Rs.22.0 per litre, the average prices of other types of industrial alcohol during the year significantly up to Rs. 28.33 per litre as against Rs.19.01 per liter in the previous year. In quantitative terms, Ethanol sales constituted around 64% of their industrial alcohol sales during the financial year 2008-09, while the other products like denatured spirit and extra neutral alcohol together constituted the balance 36%. Lower capacity utilisation during the year resulted in Distillery segment incurring a loss of Rs.68.38 million as against the profit of Rs.587.71 million in the preceding year.

 

Power

 

The operations of electric power generation were smooth at all of their ten sugar mills. While most of the power generated by us continued to be used captively for the operational needs of the Company, the surplus power is sold to the Uttar Pradesh State grid. Lower sugarcane crop also impacted the availability of the by-product bagasse- the fuel presently used by the Company to generate power.

 

The average price at which they sold their surplus power was approximately Rs.3.08 per KWH. The profit earned by the power segment of the Company during the year 2008-09 was also lower at Rs.484.04 million as against a profit of Rs. 887.57 million in the previous year.

 

SUBSIDIARIES

 

In terms of approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its letter No. 47/ 687/2009-CL-III dated 14-10-2009, the Company has been exempted from complying with the provisions contained in sub-section (1) of Section 212 of the Companies Act, 1956 in respect of its following subsidiaries, viz:-

 

1. Bajaj Hindusthan Sugar and Industries Limited

2. Bajaj Eco-Tec Products Limited

3. Bajaj Aviation Private Limited4. Bajaj Internacional Participaçőes Limited a. (Brazilian subsidiary)

5. Bajaj Hindusthan (Singapore) Private Limited (Singapore subsidiary)

6. Bajaj Eco-Chem Products Private Limited

 

Upon written request, the annual accounts of the subsidiary companies and the related detailed information will be made available to the investors seeking such information, at any point of time, and the same will also be kept for inspection at the registered office of the Company.

 

 

Bajaj Hindusthan Sugar and Industries Limited

 

During the year 2008-09, Bajaj Hindusthan Sugar and Industries Limited (BHSIL) achieved a turnover sales and other income of Rs.4,157.79 million as compared to Rs.3,021.69 million in the previous year. The Company recorded Net loss of Rs. 89.29 million against a loss of Rs.757.48 million in the previous year. BHSIL crushed 1.308 Million MT (MMT) of sugar cane during the season 2008-09 as against 1.342 MMT during the sugar season 2007-08. Production of sugar for the season 2008-09 was 0.115 MMT as against 0.140 MMT during the season 2007-08. The recovery during the season 2008-09 was 8.79% as compared to 9.75% during the season 2007-08. BHSIL's cogeneration plants have generated 37,242 MW power during the year 2008-09 as against 44,564 MW power generated during the previous year.

 

BHSIL is still awaiting from a lender the approval for a Scheme of Arrangement, inter alia, comprising merger of Phenil Sugars Private Limited, which is presently holding more than 99% shares in two companies having one sugar plant each of the capacity of 6,000 TCD located in the State of Uttar Pradesh and conversion into Zero Coupon Secured Optionally Convertible Securities of (i) loans including interest thereon; and (ii) loans including interest thereon taken over by it from its future subsidiaries - due to the Company. The Company will obtain approvals of the shareholders and creditors of the Company, the High Court of judicature at Bombay and other concerned authorities. The said approval is expected shortly. On receipt of the same, Company will file application with Bombay High Court to obtain necessary directions from the said Court.

 

Bajaj Eco-Tec Products Limited

 

Bajaj Eco-Tec Products Limited (BEPL) is one of the Wholly Owned Subsidiary (WOS) of Bajaj Hindusthan Limited.

 

BEPL is one of the only two companies in the world, to manufacture Medium Density Fibre (MDF) boards from

sugar cane bagasse.

 

The two Medium Density Fibre (MDF) Board plants, (MDF plants) are situated at Palia Kalan, District Lakhimpur Kheri, U.P. and at Kundarkhi, District Gonda, U.P., each having a capacity to manufacture 80,000 m3 boards per annum. The Particle Board Plant is situated at Kinauni, District Meerut, U.P., and has a capacity to manufacture 50,000 m3 boards per annum. The combined capacity of all three plants, at 210,000 m3 boards per annum, is the largest in the country, and has been set up at a total cost of around Rs. 3,000 million. BEPL has installed the latest, state-of-the-art Plant and Machinery, at all three locations, which have been imported brand new, from Europe and China.

 

During the financial year 2008-09, BEPL has successfully commenced commercial operations of manufacturing Particle Boards (PB) and Medium Density Fibre Boards (MDF), from sugar cane bagasse, and launched its “Zero Wood, Eco-friendly Particle Boards and Medium Density Fibre Boards” in the Indian Market, under the brand “Bajaj Boards”.

 

BEPL had successfully resolved the initial quality issues of MDF boards, and the plants were also gradually stabilized. In view of worldwide recession and more particularly in real estate and infrastructure sectors, which is the main market for PB and MDF, the demand and consequently prices of PB and MDF boards dropped rapidly. Few countries, in order to keep their plants running, also resorted to dumping their products in India. As a result of this, the prices of PB and MDF boards in India went down by as much as 30%. The threat became so serious, that in February 2009, Government of India imposed Anti Dumping Duty on import of MDF from Sri Lanka, Thailand, Malaysia, China and New Zealand.

 

However, due to aforesaid, the turnover and margins of the Company in its first year of commercial operations were adversely affected. During the year 2008-09, BEPL recorded a turnover (Gross Sales and Other Income) of Rs.608.68 million and a net loss of Rs. 739.51 million.

 

BEPL has now launched complete range of PB and MDF boards in the market - Plain boards, Pre-laminated boards, Interior Grade, Exterior Grade, and in thicknesses ranging from 6 mm to 25 mm.

 

BEPL has also received ISI Certifications in respect of its PB and MDF boards manufactured at all three plants. Further, being manufactured from sugar cane bagasse, an agricultural residue, the Bureau of Indian Standards have also accorded

 

“ECO-MARK” to BEPL's PB and MDF boards. BEPL has also earned Membership of Indian Green Building Council (IGBC), an organization committed to promote and develop green building concepts, in India. BEPL's PB and MDF boards also enjoy Zero Excise Duty and Concessional VAT in number of states.

 

With ISI Mark, ECO-MARK and prestigious membership of IGBC, “Bajaj Boards” are now being specified in all major projects of Governments, Banks, Hospitals, Educational Institutions, Hotels, Public Undertakings, etc., all across the country. “Bajaj Boards” provides a cost-effective and sustainable alternative/substitute for wood, plywood and other similar panel products, required for interiors and furniture manufacturing and in the process will

significantly reduce deforestation, one of the main culprits of “GLOBAL WARMING”. At full production capacity of 210,000 m3, “Bajaj Boards” has a potential to save 400,000 mature trees from being cut every year!

 

During the year, BHL had invested a further sum of Rs.600 million by way of Convertible Preference Shares subscription. Accordingly, till date, BHL has invested Rs.1,849.10 million by way of 11,500,000 equity shares of face value Rs.10/- each at a price of Rs.100/- per share (comprising Rs.90/- per share as premium); 10,000,000 - 7% Redeemable Cumulative Non-Convertible Preference Shares of face value of Rs.10/- each and 60,000,000 - 7% Redeemable Cumulative Convertible Optionally Preference Shares of face value of Rs.10/- each towards part funding of the overall project cost and working capital requirements of its subsidiary.

 

Bajaj Aviation Private Limited

 

Bajaja Aviation Private Limited (BAPL) commenced the operations of providing charter services of its Bell-407 helicopter acquired during the year. In its first year of commercial operations, BAPL generated income of Rs.10.64 million and recorded Profit after taxation of Rs.2.02 million for the year ended September 30, 2009.

 

Bajaj Eco-Chem Products Private Limited

 

The proposed plan of undertaking and carrying the business of manufacture and sale of speciality chemicals by BECPL was deferred and as such no business has been commenced under Bajaj Eco-Chem Products Private Limited till date.

 

Bajaj Internacional Participaçőes Limitada (Subsidiary in Brazil)

 

The Company has not commenced any business operations through this Wholly Owned Subsidiary (WOS) in Brazil till date. Brazil is the largest sugar producing nation in the world, which may provide suitable business opportunity in this sector for being taken up through this WOS.

 

Bajaj Hindusthan (Singapore) Private Limited

 

Bajaj Hindusthan (Singapore) Private Limited Was incorporated in May 2007 for the purpose of leveraging foreign business opportunities. No business operation has yet commenced. The Company continues to explore suitable business opportunities.

 

Cane and Sugar Policy

 

The Central Government has announced several policy measures during the year as well as for the future. The salient features of the sugar policy effective from October 1, 2009 are:-

 

1. Levy sugar component has been increased from 10% in Sugar Season 2008-09 to 20% for Sugar Season 2009-10 to meet the requirements under the Public Distribution System at subsidized rates;

2. Levy sugar price will now onwards re computed based on the Fair and Remunerative Price (FRP) in place of the Statutory Minimum Price (SMP). The FRP would provide reasonable margin to the growers' on account of risk and profits;

3. FRP is applicable from October 1, 2009;

4. The Central Government has allowed duty-free import of raw sugar till January 1, 2011 and white sugar till March 31, 2010 to enable the availability of sugar in the domestic market;

5. For the Sugar Season 2009-10, the Central Government has announced FRP at the rate of Rs. 129.84 per quintal linked to a base recovery rate of 9.50% subject to a premium of Rs. 1.37 per quintal for every 0.10% increase in recovery above that level; and

6. The Government of Uttar Pradesh has announced the sugarcane price at Rs.165 per quintal for normal variety as against Rs.140 per quintal during Sugar Season 2008-09. However, due to shortage of sugarcane, sugar mills in Uttar Pradesh have agreed to pay between Rs.200 and Rs.210 per quintal.

 

Ethanol Policy

 

The Government of India has recently reiterated its stand to implement mandatory 5% ethanol blending with petrol. This is expected to result in better utilization of the Alcohol business segment of the Company.

 

Power Policy

 

The Government of Uttar Pradesh has recently announced “Energy Policy 2009” that provides for special relaxation for co-generation plants facing shortage of fuel. Emphasis was also given for enabling utilization of idle capacity to bridge the demand-supply gap in an energy deficient state such as Uttar Pradesh.

 

The relaxations as announced by the Government of Uttar Pradesh may be summarized as :-

1. Renewable energy (bagasse) based co-generation plants will be permitted use of fossil fuel such as coal or gas to generate power in the off-season;

2. All existing or future co-generation plants (bagasse) will be permitted to sell 10% of their total generation under open access to third party for the next 10 years; and

3. As an incentive for off-season generation, the Government of Uttar Pradesh will permit 50% of the power to be sold anywhere under Open Access System.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

I. GLOBAL SCENARIO

 

Sugar is a widely traded commodity. On an average, about 70% of world sugar production is consumed in the country of origin, and the balance 30% is traded in the international market. A part of the international sugar trade occurs under specific agreements (preferential trade, long term agreements, etc.) that, in some cases include clauses on import prices.

 

Around 30% of world sugar production is traded in the world market. The sugar prices in the international markets are of vital importance. The demand-supply situation is the main factor explaining changes in international prices. It is difficult to measure consumption; therefore, it is often estimated as the disappearance of stocks. The best indicator for explaining changes in sugar prices is the stocks-to-use ratio which encompasses the growth in consumption. There is generally an inverse relation between changes in the stocks-to-use ratio and prices.

 

During the year 2008-09 world sugar production was 153 million tonnes as against 167 million tonnes last year. The drastic fall of about 14 million tonnes can be solely attributed to lower production in India. India turned net importer this year due to the shortfall in production. Consumption was however higher at 161 million tonnes, thereby reducing the global stocks. Stock availability as a percentage of consumption (stocks-to-use ratio) is down from 46% last year to about 39% currently. The global demand supply situation is expected to tighten further in season 2010 also on account of steady consumption growth coupled with expected low production in India

 

Long Term Trends in World Sugar Consumption

 

Consumption is the driver of the world sugar economy. Sugar produced must necessarily be consumed at some time. Economists have identified 6-7 drivers of demand. The most important of these are:

1. Population growth. 2. Per capita incomes.

 

In 2008-09 global consumption stood at around 161 million tonnes. However, consumption growth across countries is not secular and there exists large regional variations.

 

II. INDIAN SCENARIO:

 

Indian sugar industry has moved from surplus inventory to substantial deficit. India has already imported roughly more than 2 million tonnes in Sugar Season 2009 (Sept. 2008 to Oct. 2009) and needs to import more, if it has to balance its inventory.

 

The situation has arisen due to summary increase in Minimum Support Prices (MSP) of alternative crops especially wheat and rice. An analysis shows that the MSP of wheat and rice has increased both at a CAGR of roughly 18% in three years. As a result India witnessed highest production of wheat in last 5 years and rice in the year 2009.

 

The other factor leading to lower production in sugar was due to poor recovery witnessed all over India on account of adverse agro climatic factors. The average recovery was down by nearly 1% point causing sugar production to decline. Table 3 gives trends of Domestic Demand and Supply.

 

Sugar Prices:

 

Sugar prices have a negative co-relation with stocks-touse ratio. When the stocks-to-use ratio falls, the prices are bound to rise and vice versa. Due to drastic fall in production in Sugar Season 2009, the stocks-to-use ratio has come down to its lowest levelin a decade. As a result price of Sugar has risen from about Rs.17.50 per kg. in December 2008 to about Rs.30 per kg in September 2009. Sugar prices are expected to remain firm through 2010 due to expected lower production in 2010 also.

 

Industry Drivers:

 

The Performance of the Industry mainly depends on:

 

1. External factors:

 

a. Availability of sugarcane

b. Sugarcane prices

c. Government policy

d. Sugar prices

 

2. Internal factors:

 

a. Plant size and location

b. Plant efficiency

c. Value addition from by-products

d. Financial Management.

 

EXTERNAL FACTORS

 

a. Availability of sugarcane:

 

Acreage under cane cultivation has reduced from around 5.04 million hectares in 2007-08 to 4.41 million hectares in 2008-09. Sugar cane production decreased from approximately 341 million tonnes in 2007-08 to approximately 295 million tonnes in 2008-09. Area under sugar cane has declined by around 13% in Sugar Season 2009 as against Sugar Season 2008. This decline was mainly due to crop switching by farmers on account of higher Minimum Support Price (MSP) received by them for alternate crops notably wheat and rice. Yield per hectare has also declined marginally on account of adverse agro climatic conditions.

 

b. Sugarcane Prices:

 

Sugarcane is the main raw material in the production of sugar and accounts for around 65-70% of the cost of production. Financial performance therefore has a high co-relation to sugar cane prices. Any increase in the sugarcane price adversely impacts profitability. Sugarcane prices are regulated by the Government. The Central Government decides the minimum price called the Statutory Minimum Price (SMP), which is the basis for minimum price to be paid by the sugar mills to purchase cane from farmers. The SMP was based on the recommendations of the Commission for Agricultural Costs and Prices. SMP was fixed at Rs.81.18 per qtl. For Sugar Season 2008-09 and is linked to a base sugar recovery of 9% with Re.0.90 for each incremental 0.1% recovery.

 

SMP announced by the Central Government is a function of cost of cultivation of sugarcane with reasonable return to the cane growers such as input costs, cost of labour including family labour and other notional costs like lease rent of land and financial costs. As upheld by the Hon'ble Supreme Court, the U.P. State Government does have power to fix a price for sugarcane for the said state. This is called State Advised Prices (SAP).

 

The Government of UP announced a price of Rs.125/- per qtl. for the Sugar Season 2006-07. This was challenged before the Allahabad High Court. The High Court, in its Order dated 19th December 2007, quashed the SAP of Rs.125/- per quintal and directed the UP Government to form an 'Expert Committee' which would devise a methodology for determining SAP based on specific principles. This Committee was to declare the SAP for sugar season 2006-07, based on the formula so devised, within 3 months. The norms and principles decided by the 'Expert Committee' would form the guiding principle and basis for fixation of SAP going forward.

 

The Government of UP, once again, announced SAP for the sugar season 2007-08 at Rs.125/- per qtl. despite a drop in sugar prices by around Rs.500/- per qtl. This was also challenged before the Allahabad High Court and finally revised by the Supreme Court again to Rs.110/- per qtl. (under an interim arrangement). The respective matters are still pending for final decision by the Supreme Court.

 

For the sugar season 2008-09, the Government of U.P. has fixed a higher SAP of Rs.140/- per qtl. This too has been challenged before the Allahabad High Court. However, the Allahabad High Court has upheld the Government fixed SAP of Rs.140 per qtl. for the Sugar Season 2008-09.

 

However, through the new ordinance dated 22 October 2009, the Central Government has changed the structure of cane pricing mechanism. The new ordinance will be applicable from Sugar Season 2010. The Central Government has amended Essential Commodities Act, 1955 to replace SMP for cane to Fair and Remunerative Price (FRP), which will now be the price that mills across the country need to pay.

 

The FRP announced for the Sugar Season 2009-10 is Rs. 129.84 per quintal linked to recovery of 9.5 % subject

to premium of Rs. 1.37 per quintal for every 0.1 per cent increase in recovery.

 

c. Government Policy:

 

Sugar is the second largest agro processing industry in India after textiles. Sugar being an essential commodity and having a high weightage (3.63 %) in the Wholesale Price Index (WPI), is regulated by the Government through control on cane pricing, external trade, and control on sugar that can be sold in the open market.

 

Domestic sugar sales are regulated by the Central Government which decides how much a mill can sell in the open market i.e. free sale quota and how much is to be released by the mills for distribution through the public distribution system that is levy quota which is presently at 10%. This levy quota has now been increased to 20% for one year due to severe shortfall in production and rising prices. Also in view of SMP being replaced by FRP, the levy price will also undergo a revision since now levy sugar price will be calculated by taking FRP as a base instead of SMP. Levy sugar prices are usually lower than market prices. Sugar sales are subject to release orders

from time to time.

 

Due to acute shortage faced by the country, the Government has come out with slew of measures to contain the sugar prices from rising. These measures are allowing duty free import of raw sugar without export obligation. Allowing duty free import of white sugar, imposing stock limits on dealers, wholesalers as well as industrial users of sugar etc. In spite of these efforts, the prices are ruling above Rs.35 per kilogram of sugar in the retail market.

 

d. Sugar Prices:

 

After two consecutive Sugar Seasons, viz. 2005-06 and 2006-07 with surplus sugar production, the sugar prices fell down to an abysmally low price of around Rs.1200 per quintal in October 2007 and remained subdued during the first half of the sugar season 2007- 08 with the average monthly sugar price ranging between Rs.1280 per quintal and Rs.1440 per quintal. However, with the lower than expected production in Sugar Season 2009 and expectation of similar production in Sugar Season 2010, the sugar prices have increased considerably. The retail prices are ruling above Rs.3500 per quintal of sugar currently and are expected to increase further.

 

INTERNAL FACTORS:

 

a. Plant Size and Location:

 

As with any other industry, size is of vital importance in the sugar industry. Large size will enable mills to take advantage of economies of scale and reduce cost of production.

 

Sugar plants need to be located in an area where adequate sugarcane is available. It is also vital that the mill is able to attract a high percentage of sugarcane for crushing out of the total cane grown in the area. Sugarcane is bulky and also needs to be crushed as soon as it is harvested. Hence, it is important that the plantsare located close to cane farms.

 

b. Plant Efficiency:

 

Sugar recovery is one of the major factors affecting financial performance. Even a small increase in recovery level could have a significant impact on the profitability of a company. Sugar recovery inter alia depends on internal plant efficiencies, time taken by the mill to crush cane from the time it is harvested, processing losses, etc. Factors like development of infrastructure around the plant, maintenance of plant and machinery also helps in obtaining higher recoveries.

 

c. By-products:

 

Optimal utilization of by-products is another key variable in company performance. Integrated sugar mills which produce Bagasse, Alcohol and Power are more likely to perform better than those which only produce sugar and sell Bagasse and Molasses. By opting for an integrated model, mills earn a higher margin due to higher value addition and partially mitigate risk arising out of a downturn in sugar business.

 

d. Financial Management:

 

Sugar industry is highly working capital intensive. Sugar operations are seasonal in nature. Crushing operations last for an average of around 125 days, whereas sale of sugar is throughout the year. However, crushing duration

varies across the country depending on cane availability etc. In U.P for instance crushing is done around 150-160 days in a year from October till April. Working capital is therefore required during the crushing season and gets liquidated out of sales proceeds. Efficient working capital management lowers interest cost and improves profitability.

 

III. BAJAJ HINDUSTHAN'S POSITION CAPACITIES AND LOCATIONS:

 

BHL has 10 plants having an aggregate crushing capacity of 96,000 TCD.

 

Apart from this, BHL has 5 distilleries with aggregate capacity of 640 KL/day and also generates about 90 M.W. of surplus power. Crushing capacity of Bajaj Hindusthan Sugar and Industries Limited (BHSIL), a subsidiary of the Company (BHL) stands at 40,000 TCD, distillery of 160 KL/day and surplus power of 15 M.W.

 

Ethanol Opportunity:

 

Ethanol is used as an automotive fuel by itself and can be mixed with petrol to form what has been called “FUEL ETHANOL.” The most common blends contain 5% to 10% ethanol mixed with petrol.

 

Three years Ethanol Tenders finalized in the year 2006 has expired on October 31, 2009 and Government of India is taking active interest in renewal of Ethanol Tenders. Oil Companies have started the tenderingprocess for continuation of blending of ethanol at 5% level in various states. Oil companies also intend to increase it to 10% subject to quantities being available. In fact, proposal of 5% mandatory blending of ethanol is under active consideration of Government of India.

 

Owing to increase in Molasses price, raw material for Ethanol, Government is also seriously considering substantial price hike in ethanol price.

 

The ethanol blending program, so-called Green Fuel Program of Government of India is a big boost to Rural and Farming economy. It enables less dependence on fossil fuel, curb import bills and is a good oxygenate and reduces vehicular pollution substantially.

 

For sugar millers/Distillers, ethanol blending means additional usage of Ethanol other than conventional use for Potable and Industrial purpose, provides better price stability to Alcohol and Molasses improving viability of sugar mills, which in turn benefit cane growers.

 

Particle Board (PB) and Medium Density Fibre Board (MDF) Project

 

Bajaj Eco-Tec Products Limited (BEPL) has successfully set up three plants for manufacturing Particle Boards (PB) and Medium Density Fibre Boards (MDF), from sugarcane bagasse.

 

BEPL is one of the only two companies in the world, to manufacture MDF from sugar cane bagasse. The two Medium Density Fibre Board plants are situated at Palia Kalan, District Lakhimpur Kheri, U.P. and at Kundarkhi, District Gonda, U.P., each having a capacity to manufacture 80,000 m3 boards per annum. The Particle Board plant is situated at Kinauni, District Meerut, U.P., and has a capacity to manufacture 50,000 m3 boards per annum. The combined capacity of all three plants, at 210,000 m3 boards per annum, is the largest in the country, and has been set up at a total cost of around Rs.2900 million. BEPL has installed the latest, state-ofthe- art Plant and Machinery, at all three locations, which have been imported brand new, from Europe and China.

 

During the financial year 2008-09, BEPL has successfully commenced Commercial Operations of manufacturing

Particle Boards (PB) and Medium Density Fibre Boards (MDF), from sugarcane bagasse, and launched its “ZERO

WOOD, ECO-FRIENDLY PARTICLE BOARDS AND MEDIUM DENSITY FIBRE BOARDS” in the Indian Market,

under the brand “Bajaj Boards”.

 

Bajaj Eco-Tec also received ISI Certifications in respect of its PB and MDF boards manufactured at all three plants. Further, being manufactured from sugarcane bagasse, an agricultural residue, the Bureau of Indian Standards have also accorded “ECO-MARK” to their PB and MDF boards. BEPL has also earned Membership of Indian Green Building Council (IGBC), an organization committed to promote and develop green building concepts, in India. Their PB and MDF boards also enjoy zero excise duty and concessional vat in number of states.

 

With ISI Mark, ECO-MARK and prestigious membership of IGBC, “Bajaj Boards” are now being specified in all major projects of Governments, Banks, Hospitals, Educational Institutions, Hotels, Public Undertakings, etc., across the country. The Company has also established country-wide network of distributors and dealers and also have experienced sales and marketing team all across the country. Today, “Bajaj Boards” are available at more than 2,000 outlets in the country, and the list is growing day by day.

 

OUTLOOK

 

The Indian economy has shown robust growth during the past few years and the same trend is expected to continue. The sugar prices have already started showing signs of recovery and, with the support of State and Central Government initiatives, the sugar sector is turning aroundafter a very difficult phase. It is expected that sugar prices would remain firm reflecting the demand – supply situation over the next two years.

 

 

CONTINGENT LIABILITIES NOT PROVIDED FOR

                                                                                                                                                          (Rs. In millions)

Particulars

As at 30.09.2009

a) In respect of disputed demands/claims against the Company not acknowledged as debts:

 

(i) Central Excise matters

318.650

(ii) Trade Tax matters

5.770

(iii) Income-tax matters

0.020

(iv) Other claims

412.210

(b) The Company has furnished following guarantees on behalf of Bajaj Eco-Tec Products Limited, (wholly owned subsidiary):

 

(i) Corporate Guarantee of Rs. 740 Million (Rs. 740 Million) to a bank for credit facility given against which the outstanding balance as at the year end is Rs. 556.89 Million (Rs. 579.72 Million).

 

(ii) Bank Guarantee of Rs. Nil (Rs. 1.50 Million ) in favour of U.P. State Pollution Control Board for obtaining No Objection Certificate (NOC) from the Pollution Control Department for setting up Medium Density Fibre Board and Particle Board Plants.

 

 

 

UNAUDITED FINANCIAL RESULTS (PROVISIONAL) FOR THE QUARTER ENDED MARCH 31, 2010

 

                                                                                                                                                          (Rs. In millions)

Particulars

Current Year 3 Months

31.03.2010

Current Year 6 Months

31.03.2010

1. (a) Gross Sales /Income from Operations

5847.200

12184.900

Less: Excise Duty

172.800

356.500

1. (b) Net Sales /Income from Operations

5674.400

11828.400

1. (c) Other Operating Income

645.100

782.400

Total Income

6319.500

12610.800

2. Expenditure :

 

 

a) (Increase)/decrease in Stock in Trade & Work in Progress

(13094.900)

(16527.800)

b) Consumption of Raw Materials

16698.000

23371.500

c) Employees Cost

436.200

751.300

d) Depreciation

460.800

971.200

e) Loss/ (Gain) due to Foreign Exchange Fluctuation

(9.600)

--

f) Other Expenditure

854.600

1438.600

g) Total (2)

5345.100

10004.800

3. Profit/ (Loss) from Operations before Other Income, Interest and Exceptional Items (1-2)

974.400

2606.000

4. Other Income

0.800

32.300

5. Profit/ (Loss) before Interest and Exceptional Items (3+4)

975.200

2638.300

6. Interest (Net)

650.000

1106.300

7. Profit/ (Loss) after Interest but before Exceptional Items (5-6)

325.200

1532.000

8. Exceptional Items

--

--

9. Profit / (Loss) from Ordinary Activities before tax (7-8)

325.200

1532.000

10.(a) Tax expense

7.300

362.100

10.(b) (Excess) / Short provision for tax

--

--

11. Net Profit / (Loss) from Ordinary Activities after tax (9-10)

317.900

1169.900

12. Extraordinary items (net of tax expense Rs. Nil)

--

--

13. Net Profit / (Loss) for the period (11-12)

317.900

1169.900

14. Paid-up equity share capital (Face Value - Re.1/- per share)

191.400

191.400

15. Reserves excluding Revaluation Reserve

 

 

16. Earnings Per Share (EPS) before and after Extraordinary Items (Not Annualised):

 

 

(a) Basic (Rs. per share)

1.66

6.11

(b) Diluted (Rs. per share)

1.66

6.11

17. Public shareholding :

 

 

- Number of shares

109787464

109787464

- Percentage of Shareholding

57.37%

57.37%

18. Promoters and promoter group Shareholding :

 

 

a) Pledged/Encumbered

 

 

- Number of shares

--

--

- Percentage of shares (as a % of the total shareholding of promoter and promoter group)

--

--

- Percentage of shares (as a % of the total share capital of the company)

--

--

b) Non-encumbered

 

 

- Number of Shares

79969365

79969365

- Percentage of shares (as a % of the total shareholding of promoter and promoter group)

100.00%

100.00%

- Percentage of shares (as a % of the total share capital of the company)

41.79%

41.79%

 

 

UNAUDITED SEGMENT- WISE REVENUE, RESULTS AND CAPITAL EMPLOYED (PROVISIONAL) FOR THE QUARTER ENDED MARCH 31, 2010

 

                                                                                                                                                          (Rs. In millions)

Particulars

Current Year 3 Months

31.03.2010

Current Year 6 Months

31.03.2010

1. Segment Revenue

 

 

a. Sugar

5644.700

11660.900

b. Distillery

351.500

504.600

c. Power

1047.400

1471.600

Total

7043.600

13637.100

Less: Inter-segment Revenue

1369.200

1808.700

Net Sales / Income from Operations

5674.400

11828.400

2. Segment Results

 

 

a. Sugar

271.900

1626.000

b. Distillery

102.600

66.500

c. Power

900.600

1224.900

Total

1275.100

2917.400

Less: (i) Interest (Net)

650.000

1106.300

(ii) Other Un-allocable Expenditure net of Un-allocable Income

299.900

279.100

Total Profit / (Loss) before Tax

325.200

1532.000

3. Capital Employed (Segment Assets-Segment Liabilities)

 

 

a. Sugar

49265.200

49265.200

b. Distillery

3569.600

3569.600

c. Power

2932.800

2932.800

d. Unallocated

9571.700

9571.700

Total

65339.300

65339.300

 

NOTES

 

1. Given the seasonal nature of the industry the results of any quarter may not be a true and/or proportionate reflection of the annual performance of the Company

2. The Company has allotted 14,500,000 new Equity Shares on January 4, 2010, upon receipt of the entire remaining sum of Rs.567.0 million representing 75% of the total value for such warrants and exercise of the rights by a promoter group entity of the Company on all the 14,500,000 warrants allotted earlier on May 18, 2009 on preferential basis carrying right to subscribe for and be allotted one (1) fully paid equity share of face value Re. 1 each per warrant, at a price of Rs. 52.14 per equity share in accordance with the SEBI Preferential Issue Guidelines. Subsequently, after the allotment of these new Equity Shares, the paid up Equity Share Capital and Securities Premium Account have increased by Rs. 14.5 million and Rs.741.5 million respectively. The net funds from the proceeds have since been utilised in full for repayment of debts.

3. In respect of seasons 2006-07 and 2007-08, the sugar cane price matter is subjudice and pending before the Hon'ble Supreme Court. The Company has fully paid the sugar cane dues in accordance with the interim Orders passed by the Hon'ble Supreme Court. Adjustment, if any, in the accounts will be made as and when the matter is finally decided.

4. Figures have been regrouped/ rearranged wherever necessary.

 

 

STATEMENT OF ASSETS AND LIABILITIES (PROVISIONAL) AS AT THE END OF HALF-YEAR ENDED ON MARCH 31, 2010

                                                                                                                                                          (Rs. In millions)

Particulars

Unaudited

Current Year 6 Months

31.03.2010

1. Shareholders' Funds

 

a. Capital

191.400

b. Reserve & Surplus

24567.200

2. Loan Funds

39138.600

3. Deferred Tax Liability (Net)

1442.100

Total

65339.300

 

 

4. Fixed Assets

30834.900

5. Investments *

11491.500

6. Current Assets, Loans and Advances

 

a. Inventories

32571.600

b. Sundry Debtors

2353.400

c. Cash & Bank Balances

1388.800

d. Loans and Advances

23626.800

Less: Current Liabilities & Provisions

 

a. Liabilities

35312.500

b. Provisions

1615.200

Net current Assets

23012.900

Total

65339.300

 

 

5. During this quarter, there were zero investor complaints pending as at the beginning of the quarter. The Company has received 2 complaints from the investors during

the quarter and these complaints were disposed off during the quarter. There were zero complaints pending at the close of the quarter.

6. The Statutory Auditors have carried out the "Limited Review" of the results for the six months ended March 31 2010

7. The above results have been reviewed by the audit committee and approved by the Board of Directors at their respective meetings held on May 11, 2010.

 

 

FIXED ASSETS

 

  • Land
  • Buildings
  • Plant and Machinery
  • Furniture, Fixture and Office Equipments
  • Vehicles
  • Railway Siding and Light Railways
  • Weighing Scales and Weigh Bridges
  • Electrical Fittings
  • Computer Software

 

AS PER WEBSITE DETAILS

 

PROFILE

 

Subject was incorporated on 23rd November, 1931 under the name - The Hindusthan Sugar Mills Limited – on the initiative of Jamnalal Bajaj - a businessman, confidante, disciple and adopted son of Mahatma Gandhi. He sought Gandhiji's blessings in this new venture, which, apart from being a sound commercial proposition would also meet a national need. Till then, there were barely thirty sugar factories in the country.

The site selected for the first plant was at Golagokarannath, district Lakhimpur Kheri in the Terai region of Uttar Pradesh (UP), an area rich in sugar cane. The original crushing capacity of the factory was 400 tons of cane per day (tcd). Subsequently, this capacity was increased in stages and is currently 13,000 tcd. The distillery Unit at this plant commenced production during the end of World War II in 1944. In the initial few years, the major output was in the form of power alcohol as an additive to petrol, which was then in short supply. The unit was the first to supply alcohol-mixed petrol to the army.

 

In 1967, a new Company - Sharda Sugar and Industries Limited - was established as a subsidiary of Hindusthan Sugar Mills Limited. Under this new subsidiary, a sugar plant with a cane crushing capacity of 1400 tcd was set up in 1972 at Palia Kalan, a large cane supplying centre at a distance of about 70 kilometres from Golagokarannath. The objective of this new Unit was primarily to help the cane growers of the area supply their produce to the new location closer to their fields, thereby cutting down on transportation costs. The capacity was subsequently increased in stages to reach the present 11,000 tcd.

 

In the year 1988, The Hindusthan Sugar Mills Limited was renamed as Bajaj Hindusthan Limited and shortly thereafter in 1990, Sharda Sugar and Industries Limited was amalgamated with Bajaj Hindusthan Limited.

 

The Company embarked on an aggressive Greenfield expansion drive in 2003-2007, starting with a plant at Kinauni, near Meerut (UP), which was completed in a record time of just seven months as against the industry norm of 18-24 months. This facility commenced commercial production in November 2004.

 

Today, with its sugar manufacturing facilities across ten locations in UP, subject has a cane crushing capacity of 96,000 tcd and is also the country’s largest ethanol producer with an output of 480 KL/ day.

 

In an acquisition move, the Company took over the Pratappur Sugar and Industries Limited (PSIL), district Deoria, Eastern UP in December 2005. This Plant, in operation since 1903, had a crushing capacity of 3,200 tcd, which was increased to 6,000 tcd in the subsequent sugar season 2006-07.

 

PSIL was subsequently renamed Bajaj Hindusthan Sugar and Industries Limited (BHSIL) and is a subsidiary of subject. This acquisition provided subject a strategic foothold in the sugar-deficient region of Eastern UP and reaffirmed the consolidation that took place in the sugar industry.

 

BHSIL embarked upon significant new expansions. While the capacity of its existing sugar plant at Pratappur was enhanced, three new sugar units were also set up in virgin, cane-rich areas of East UP at Rudauli (district Basti), Kundarkhi (district Gonda) and in Utraula (district Balrampur). Thus, BHSIL now has a crushing capacity of 40,000 tcd and a distillery with the capacity to manufacture 160 kilo-litre per day of ethanol. The total industrial alcohol/ ethanol capacity of the Company, including its subsidiary, is 800 KL/ day.

 

With the commissioning of three bagasse-based power co-generation plants at Kundarkhi, Rudauli and Utraula, BHSIL has an aggregate power generation capacity of 95.8 MW. Combined with the power generation capacity of 325 MW from subject, the Company’s total generation capacity is 420.8 MW. After meeting its own energy needs, the Company has a surplus of 90 MW. It has already begun to supply a significant part of this surplus power to the UP state grid.

 

The Company’s annual turnover was Rs. 18,794.9 million for the year ended September 30, 2008.

 

The Company’s growth initiative has been led by a strategic focus of attaining global scales of manufacturing and cost competitiveness. Such benchmarking provides subject advantages of cost and higher domestic market share where demand is expected to outstrip supply for the next few years.

 

Subject is in a unique position. While its planning and processes are benchmarked against global practices, its activities are directed at contributing to the Indian rural economy at a local, grassroots level, primarily in the uplifting of the farmers. The Company embarked on an expansion, the scales of which are unprecedented worldwide, providing tremendous opportunities of employment, infrastructure and community development and contributing to the growth of the rural economy of UP.

 

BOARD OF DIRECTORS

 

Mr. Shishir Bajaj, Chairman & Managing Director

 

Mr. Shishir Bajaj, Chairman & Managing Director of the Company, belongs to the promoter - Bajaj Group. After completing his MBA from New York University majoring in finance, Mr. Bajaj joined the Company in 1974 and since then has been been shouldering the overall responsibility of the Company. He is holding the position of Managing Director of the Company since July 1988.

 

Mr. Kushagra Nayan Bajaj, Jt. Managing Director

 

Mr. Kushagra Nayan Bajaj is the Jt. Managing Director of the Company. A Bachelor of Science in Economics, Political Philosophy and Finance from the Carnegie Mellon University, Pittsburgh, USA, he earned his Master of Science in Marketing from the Northwestern University, Chicago, USA.

 

Mr. Bajaj was Chief Executive of the Company between August 2001 and April 2007, responsible for overall operations.

 

Mr. D.S. Mehta

 

Mr. D S Mehta has been on the Board of Bajaj Hindusthan Ltd since January 1986. He holds directorship in various other Bajaj group companies. He graduated with an honours degree in commerce from Mumbai University and he is an alumnus of Sydenham College. He is a fellow member of both the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. He has been associated with the Bajaj group of companies since 1966 and has more than 30 years experience in corporate law, taxation, finance and investment.

 

Mr. M.L. Apte

 

Mr. M.L. Apte, an industrialist having interest in sugar business is associated with Bajaj Hindusthan Ltd. as Director for over 33 years. A former Sheriff of Mumbai, he was also a former President of Maharashtra Chamber of Commerce, Bombay Chamber of Commerce, Cricket Club of India, Indian Sugar Mills Association, Member of the Indian Cotton Mills Federation and former Chairman of the Textiles Committee. He is currently the Chairman of the Apte Group of Companies and a Director of Grasim Industries Ltd. and Tata Asset Management Pvt. Ltd.

 

Mr. Ravindrakumar V. Ruia

 

Mr. Ravindrakumar V Ruia is the Executive Director of the Dawn Mills Company Limited and is actively associated with the day-today affairs of Dawn Apparels Limited, subsidiary of the Dawn Mills Co. Ltd. as its Director. Mr. Ruia joined the Board of Bajaj Hindusthan Ltd. in April 2001. He is also a Director of Special Paints Ltd., Sigma Paints (Karnataka) Ltd. apart from various other Ruia group companies.

He is also Committee Member of The Bombay Mill owners' Association, Indian Cotton Mills Federation and Bombay Textile Research Association and is associated with various public charity trusts as Trustee.

 

Mr. D. K. Shukla

 

Mr. Dinesh Kumar Shukla, is a B. A. and M. S. W. He retired as an Executive Director (Personnel) in February, 2003 from Life Insurance Corporation of India (LIC). During his tenure with LIC, he occupied positions like Regional Manager - Marketing, Group Pension and Superannuation Schemes of LIC at Kolkata (Eastern Zone) as well as In-charge of 3 LIC divisions viz. Raipur, Jabalpur and Bhopal. Mr. Shukla has been associated with the company as nominee of LIC since October, 2001 and also as a member of the Audit Committee. After withdrawal of his nomination by LIC in November, 2008, Mr. Shukla has been re-inducted as a director of the Company in December, 2008.

 

Mr. Alok Krishna Agarwal

 

Mr. Alok Krishna Agarwal has been a member of Board of Directors of Bajaj Hindusthan Limited since April 2007. He is the founder managing partner of Juris Consultus, New Delhi. He was admitted to the Bar Council of India in 1988. He is an associate member of the Bar Council of Delhi, the Supreme Court Bar Association, the International Bar Association, the Indo American Chamber of Commerce and Federation of Indian Chambers of Commerce and Industry.

 

Mr. Sanjeev Kumar, Director (Corporate and Legal Affairs)

 

Dr. Sanjeev Kumar, Director (Corporate and Legal Affairs) has been a member of Bajaj Hindusthan Limited since March 2009. He was formerly the Group President of corporate and legal of the Company since June 2004. He obtained a Masters in Commerce in 1979, a Doctorate in 1996, an LL.B. in 2001, a Diploma in intellectual property rights laws in 2001 and a Diploma in Literature. In addition, Dr. Sanjeev Kumar has been a Cost Accountant since 1981 and a Company Secretary since 1982. Dr. Sanjeev Kumar has approximately 26 years of professional experience.

 

MILESTONES:

 

2001 Onwards

 

  • New 7,000 TCD plant near Meerut commenced operations in November 2004
  • First unit to crush 20 million quintals of cane during the drought year 2002-03
  • Achieved record profit of Rs. 283.51 million in FY 2003
  • Turnover up by 25% (on annualised basis)
  • Production up by 25%
  • Crushing of sugar cane up by 26%
  • GOI changes the free to levy sugar sale ratio from 70:30 to 85:15

 

 

1991-2000

 

  • LOI received to increase cane capacity to 10,000 MT per day for Gola unit
  • Construction Board Limited amalgamated with bajaj hindusthan limited
  • Palia capacity increased to 5,000 TCD
  • The cement plant is sold to J K Udaipur Udyog Limited for Rs. 1475 million
  • Board of directors decide to dispose of the cement unit

 

 

1981-1990

 

  • Company applies for a license to increase capacity from 4,800 TCD to 10,000 TCD
  • Complete decontrol of cement effective March 1, 1989
  • Sharda Sugar and Ind. Limited receives LOI to expand its capacity from 1,400 TCD to 5,000 TCD.
  • The company changes its name to bajaj hindusthan limited
  • Capacity of cement plant increased from 4 to 6 million tons per annum
  • Bonus shares issued of Rs. 1.12 million in the ratio of 4:1
  • Expansion of Gola plant from 3,600 to 4,800 tons completed
  • Golden jubilee year
  • Sharda Sugar and Ind. Limited amalgamated with bajaj hindusthan limited

 

PRESS RELEASES

 

BAJAJ HINDUSTHAN LIMITED AND SUBSIDIARY - BAJAJ HINDUSTHAN SUGAR AND INDUSTRIES LIMITED

BOARDS APPROVE MERGER

 

Merger to further consolidate leadership position of BHL in India’s Sugar Sector

 

• BHSIL shareholders to receive one share of BHL for every 5 shares of BHSIL

• The appointed date of merger of BHSIL with BHL is April 1, 2010

• Merger to enhance efficiencies from scale and synergies

 

MIJMBAI, 17 June 2010: The Boards of Directors of Bajaj Hindusthan Limited. (BHL) and Bajaj Hindusthan Sugar and Industries Limited. (BHSIL) today unanimously approved the merger of BHSIL with BHL, subject to all necessary approvals. The Boards of both the companies have recommended an exchange ratio of one (1) share of BilL for every five (5) shares of BHSIL.

 

Commenting on Merger, Mr. Kushagra Bajaj, Jt. Managing Director BHL and Chairman BHSIL said: “Post Merger BHL will have sugarcane crushing capacity of 1,36,000 TCD, Distillery capacity of 800 KL per day and surplus bagasse based co-generation thermal power capacity of 105 MW. Upon merger the combined capacities of ffHL and BHSIL along with their respective inherent operational strengths will strengthen BHL ‘s position in India’s sugar sector and will enable the company to further enhance overall shareholder value.”

 

Mr. Bajaj further added “The amalgamation is a natural consequence and will result in the creation of a single larger entity in place of two smaller entities carrying on similar business under the same management and control; thus, resulting in rationalisation of operations, better profitability, enhanced production capacity and a stronger competitive position.”

 

Benefits of Merger:

 

The merger will enhance the value for shareholders of both BilL and BHSIL. This merger will lead to a consequential increase in BilL’s equity and will be significantly beneficial for post merger BilL’s shareholders. There will be further gains and benefits from reduced operating costs arising from the synergies of a combined operation.

 

The proposed merger will contribute to the substantial benefits for BHL in terms of scale, integration, enhanced financial strength and flexibility, thereby enhancing shareholder value.

 

Under the proposed terms of the merger, against the stake of BHL in BHSIL, corresponding numbers of BilL shares will be directly issued and allotted to a Trust to be held, for the benefit of BHL.

 

BHSIL shareholders will benefit from the opportunity to participate in BHL’s future growth, by obtaining shares in the No. I sugar company in India.

 

Merger Details:

 

The appointed date of merger of BHSIL with BHL is 1.4.2010.

 

Under the terms of the proposed merger, BHSIL shareholders will receive 1 (one) share of BHL for every 5 (five) BHSIL shares held by them.

 

Against the stake of BHL in BHSIL, corresponding numbers of BI-IL shares will be held in a Trust, for the benefit of BHL, as Treasury Stock.

 

The proposed merger is subject to necessary approvals by shareholders, creditors, as may be required pursuant to Section 391 to 394 of the Companies Act, 1956 and also other regulatory and statutory approval including by the Hon’ble High Court of Judicature at Mumbai

 

Other procedural aspects, and timetable for implementation and developments in this regard will be communicated separately for time to time.

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.45.18

UK Pound

1

Rs.73.04

Euro

1

Rs.61.43

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

67

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.