Punjab Agro Juices Limited - pbdisinvest.nic.in · Punjab Agro Juices Limited Preliminary...

Preliminary Information Memorandum

Disinvestment of 100% equity shares of

Punjab Agro Juices

Limited

held by

Government of Punjab

December 2012

Financial Advisor: Deloitte Touche Tohmatsu India Private Limited

(This is neither a prospectus nor an offer/invitation to public for sale of securities)

(For private circulation only)

Punjab Agro Juices Limited Preliminary Information Memorandum Page 1

DISCLAIMER AND IMPORTANT NOTICE

The information contained herein has been prepared to assist bidders in making their

own evaluation of Punjab Agro Juices Limited (“the Company” or “PAJL”) to submit

expression of interest and does not purport to contain all the information that a

prospective investor may desire or accurate information in relation thereto. The

document does not comprise an offer of shares to public or an invitation to public to

subscribe for shares or an investment advice. In all cases, bidders should carry out their

own evaluation and analysis of the Company and all data set forth in this preliminary

information memorandum (“PIM”).

Deloitte Touche Tohmatsu India Private Limited (“DTTIPL”) has been appointed as

financial advisors for the proposed sale process being conducted by Government of

Punjab (“GoP”).

By acceptance of the PIM, the recipient agrees that any information herein will be

superseded by any later written information on the same subject made available to the

recipient by or on behalf of GoP, PAJL and DTTIPL. GoP, PAJL, DTTIPL and any of

their respective officers or employees, advisors and agents undertake no obligation,

among others, to provide the recipient with access to any additional information or to

update the PIM or to correct any inaccuracies herein which may become apparent, and

they reserve the right, at any time and without advance notice, to change the procedure

for the sale of all or any part of the equity and/or terminate negotiations or the due

diligence process and/or refuse the delivery of information, at any time prior to the

execution of the transaction documents without any prior notice or stating any reasons

thereof and without incurring any liability in respect thereof.

•DTTIPL or any of its partners or employees is not making nor has the authority to make

any representation or give any warranty, in either case whether express or implied and

whether by or pursuant to statute or otherwise, in relation to the shares, assets,

business or prospects of PAJL.

This PIM should not be considered as a recommendation by either GoP, DTTIPL or

PAJL to acquire/ invest in / form an alliance with PAJL, and therefore the interested

recipients are recommended to seek their own independent financial, legal and other

advice, from persons specializing, as necessary, in investments / alliances of the kind in

question.


DTTIPL has not independently verified any of the information contained in this PIM.

DTTIPL or its shareholders, director, partners, employees, affiliates, advisors,

representatives or agents do not make any representation or warranty as to the

accuracy or completeness of the PIM, and shall not have any liability for any

misrepresentation (express or implied) contained in, or for any omissions from, the PIM

or any other written or oral communication transmitted to the recipient in the course of

its evaluation of PAJL. It should be noted that any estimates contained herein or

subsequently communicated to the recipient are based on the information provided by

GoP / PAJL. Such estimates involve subjective judgment and accordingly, no

representations are made as to their attainability. Any change in external / internal

environment could significantly affect our analysis and findings.

The details on the economy and industry do not purport to be a complete review of the

industry in which PAJL carries on or proposes to carry on its business. The information

set out in the chapters of the PIM has been extracted from published sources of

information as available including industry publications as well as detailed discussions

held with PAJL. No independent verification of such sources has been carried out. The

information contained therein generally reflects the latest available data, the same may

not always relate to the most recent years and is therefore not wholly up-to-date. The

chapters of the PIM should therefore be read with caution.

The PIM has been prepared and issued strictly in order to provide details of PAJL and

its business for the limited purpose of submitting expression of interest. DTTIPL has

relied upon information, both documented and oral, provided by GoP and PAJL which

has been reviewed on a selective basis from readily available secondary data sources

as mentioned in the PIM. DTTIPL has by no means carried out any audit or due

diligence exercise to verify either the past or current financial data pertaining to the

businesses including the balance sheet or profit and loss account as provided to us. It

may be mentioned here that the scope of work of DTTIPL for this exercise did not

include technical/ financial feasibility or market research. The PIM, is the property of

DTTIPL and is issued on behalf of GoP, who has authorised its issue, on a strictly

private and confidential basis and must not be reproduced or redistributed to any other

person in whole or in part.

The PIM has not been filed, registered or approved in any jurisdiction. Recipients

of the PIM resident in jurisdictions in and outside India should inform themselves

of and observe any applicable legal requirements.


Contents

1. Introduction .................................................................................................................. 5

1.1 Bidding process ....................................................................................................... 5

1.2 Advertisement ......................................................................................................... 5

2. Industry Snapshot ........................................................................................................ 6

2.1 Food processing industry ........................................................................................ 6

2.2 Fruits and vegetables production ............................................................................. 7

2.3 Fruit and vegetables juices ...................................................................................... 7

3. About Punjab Agro Juices Limited ............................................................................. 9

3.1 Company background ............................................................................................. 9

3.2 Capital structure ...................................................................................................... 9

3.3 Plant locations ........................................................................................................10

3.3.1 Unit I: Village Jahan Khelan, District Hoshiarpur .................................................10

3.3.2 Unit II: Village Alamgarh, Abohar, District Ferozpur ............................................11

3.4 Plant and Machinery ...............................................................................................12

3.5 Financial performance ............................................................................................13

4. Terms and Conditions for Bidders .. ….…………………………………………………...15

5. Information for Bidders ...............................................................................................17

5.1 General restrictions ................................................................................................17

5.2 Primary eligibility criteria .........................................................................................17

5.3 Financial eligibility criteria .......................................................................................17

5.4 Disqualification .......................................................................................................19

5.5 Governing law / Jurisdiction ....................................................................................19

ANNEXURE 1 ......................................................................................................................20

ANNEXURE 2 ......................................................................................................................22

ANNEXURE 3 ......................................................................................................................23

ANNEXURE 4 ......................................................................................................................26

ANNEXURE 5 ......................................................................................................................27

ANNEXURE 6 ......................................................................................................................28

ANNEXURE 7 ......................................................................................................................30


Deloitte Touche Tohmatsu India Private Limited

Contact details:

Kalpana Jain Senior Director Phone: +91-124-679 2266 [email protected]

Sandeep Negi Director Phone: +91-124-679 2144 [email protected]

Vishal Kashyap Manager Phone: +91-124-679 2090 [email protected]

Address: Deloitte Touche Tohmatsu India Private Limited 7th Floor, Building 10, Tower B DLF Cyber City Complex, DLF City Phase II Gurgaon 122 002, India

Phone: +91-124-679 2000 Fax: +91-124-679 2012

Email: [email protected]

mailto:[email protected]





1. Introduction

Punjab Agro Juices Limited (hereinafter referred to as “PAJL” or “the Company”) was established in February 2006 by the Government of Punjab as a special purpose vehicle to implement two Multi Fruit & Vegetable Processing Units in Punjab. The objective of setting up the entity was to add value to horticultural crops of Punjab and provide the farmers with an opportunity to sell their produce at competitive rates. Government of Punjab (hereinafter referred to as “GoP”),that currently holds 100% of the paid up equity share capital of PAJL, intends to sell its entire shareholding in PAJL represented by 50 million equity shares of nominal value of INR 10 each, to a strategic investor through a competitive bidding process (“Transaction”).

Deloitte Touche Tohmatsu India Private Limited (hereinafter referred to as “DTTIPL”) has been appointed as Advisors to GoP for sale of GoP‟s shareholding in PAJL.

This Preliminary Information Memorandum (“PIM”) is prepared to provide potential investors an overview of the opportunity and bidding process to enable them to submit their Expression of Interest (“EoI”), subject to the Disclaimer and Important Notice, set out earlier. For the purpose of the Transaction, the potential investors should ascertain the applicability of all laws including Indian laws and comply with them.

1.1 Bidding process The bidding process is being carried out in two stages:

Stage I In the first stage, all interested parties can obtain the PIM, which contains the terms and conditions, pre-bid qualification criteria in detail and an overview of PAJL‟s operations. The aim of PIM is to enable potential investors in evaluation of the opportunity and preparation of documents as specified in the PIM which would be used for pre-qualifying the bidders in accordance with the criteria specified.

Stage II In the second stage, bidders who pre-qualify from the first stage will receive the Bid Pack comprising: - Confidential Information Memorandum (“CIM”)

- Draft Share Purchase Agreement (“SPA”)

- Request for Proposal (“RFP”) setting out the Transaction process in detail GoP reserves the right to alter or cancel the bidding process at any stage, without assigning any reasons thereof.

1.2 Advertisement An advertisement has been issued in public media inviting interested parties to submit their EoI to participate in the proposed sale process, a copy of which is enclosed as Annexure 5


2. Industry Snapshot

2.1 Food processing industry Food processing sector comprises various sub sectors including agriculture, horticulture, plantation, animal husbandry and fisheries. It also includes other industries that use agriculture inputs for manufacturing of edible products. India is the world‟s largest producer of milk, second largest producer of fruits & vegetables and third largest producer of fish. With world‟s second largest global arable land area, huge agricultural sector, abundant livestock and cost competitiveness, the Country is fast emerging as a sourcing hub for processed food. India‟s strong footing in agriculture provides a large and varied raw material base for food processing. Estimated at more than USD 150 billion in FY2012, it is one of the largest industries in the Country, contributing about 8-9% to India‟s GDP. It is estimated that about 2% of the Country's fruit and vegetable produce is processed as compared to 65% in developed countries, thus representing huge scope for growth. For this purpose, the Ministry of Food Processing Industries has formulated Vision-2015 under which specific targets are set including tripling the size of the food processing industry to cross USD 200 billion by 2015, raising the level of processing of perishables from 6% in 2004 to 20% in 2015, increasing value addition from 20% to 35%, and enhancing India‟s share in global food trade from 1.5% in 2004 to 3% in 2015. To further provide the necessary thrust to the sector, Central Government is also setting up National Mission on Food Processing in co-operation with state governments.

All Amount in INR billion

Potential for Processed Food as per Vision 2015 (at 2003-04 prices)

2003-04 2009-10 2014-15 CAGR

Processed Foods 4,600 8,200 13,500 10%

Primary Processed Food 2,800 4,200 5,700 7%

Value Added Food 1,800 4,000 7,800 15%

The major processed items in the fruit and vegetable segment include fruit pulps and juices, fruit based ready-to-serve beverages, canned fruits and vegetables, jams, squashes, pickles, chutneys and dehydrated vegetables. About 20% of processed fruits and vegetables are exported with major products being fruit pulps, pickles and chutneys, canned foods, concentrated pulps and juices and vegetables.


Vision 2015: Increase in Level of Food Processing from Perishables*

Segment Processing Levels (% of production)

2003-04 2009-10 2014-15

Dairy products 13 25 30

Fruits and vegetables 1.4 10 15

Meat 21 35 45

Poultry 6 15 25

Fisheries 8 15 20

2.2 Fruits and vegetables production As per National Horticulture Board, India produces the widest range of fruits and vegetables in the world with an annual total production of more than 240 million MT in FY2011. It is the second largest vegetable and fruit producer accounting for about 14% of the world‟s food and vegetable production. Of the total cultivated areas of 21.82 million hectares, area under vegetable cultivation is about 8.5 million hectares and under fruit cultivation is about 6.4 million hectares.

2.3 Fruit and vegetables juices As per Euromonitor International, fruit and vegetable juices market including 100% juices, nectars (25-99% juice), juice drinks (<24% juice) and fruit flavoured drinks (no juice) is estimated at INR 54 billion in 2011, having grown by 26% over the previous year. Of various types of juices mentioned above, pure fruit juices including reconstituted 100% juices are the most preferred drink, which has been increasing at a rapid pace of 30-35% in recent times. Per capita consumption of juice in India at about 20 ml is still low as compared to China which has attained a consumption level of 1500 ml. However, with increased consumer promotion, changing lifestyle and increasing health consciousness, the market is expected to continue its rapid growth in the near future.

Production

statistics Fruits Vegetables Fruits Vegetables

2006-07 5554 7581 59,563 114,993

2007-08 5857 7848 65,587 128,449

2008-09 6101 7981 68,466 129,077

2009-10 6329 7985 71,516 133,738

2010-11 6383 8495 74,878 146,554

Area ('000 Ha.) Production (000' MT)

*pertains to organised sector


The organised/ off-trade channel is expected to grow faster than the on-trade channel over the forecast period as consumer reliance on packaged fruit/vegetable juice is expected to increase due to rising health consciousness and hygiene concerns about unbranded fruit/vegetable juices sold by independent vendors. Consumers are expected to purchase larger pack sizes of fruit/vegetable juice for regular at-home consumption, which will drive future off-trade volume growth


3. About Punjab Agro Juices Limited 3.1 Company background

Punjab Agro Juices Limited established in 2006, was set up with the following objectives:

- to provide support for both existing Kinnow growers as well as new citrus growers by developing de-bittering technology

- to support small and marginal farmers of respective areas to grow seasonal fruits & vegetables and thereby earn higher incomes

- to support Punjab‟s fruit & vegetable production that is characterized by short harvesting seasons and high productivity

- to select a breakthrough technology that could handle different types of fruits & vegetables to optimize capacity utilization of the plants to make processing commercially competitive

The Company has about 8 employees on its pay roll and most of the labour is employed on contractual basis which is renewed yearly.

3.2 Capital structure The total cost of the project at INR 84.11 crore was funded through equity, grant and debt as mentioned below:

Source of fund INR Crore

Equity from the State Govt. as grant in aid from Rural Development Fund (RDF)

50.00

Grant from National Horticulture Mission (NHM), Assistance to States for Developing Export Infrastructure and Allied Activities (ASIDE) Scheme and Ministry of Food Processing Industries (MoFPI)

10.17

Term Loans from Indian Overseas Bank 23.94

Total 84.11

In addition, Indian Overseas Bank, Ludhiana has also sanctioned a Cash Credit limit of about INR 4.32 crore to PAJL. The authorised share capital of PAJL is INR 500.10 million, divided into 50.01 million equity shares of INR 10/- each. Details of issued and paid up capital is presented below:

Shareholders No. of Shares % Holding

Government of Punjab 50,000,000 99.9999%

Mr. S.K. Rana Member-cum-CEO PAJL

20 0.00004%

Mr. K.S. Bhullar, IAS 10 0.00002%

Mr. Gaganjit Kashyap Member-cum-Director PAJL

10 0.00002%

Mr. Pradeep Sharma Deputy General Manager, PAGREXCO, Member

10 0.00002%

Mr. Rajnish Tuli Senior Manager, PAIC, Member

10 0.00002%


Mr. Bhushan Goyal General Manager, PAFC, Member

10 0.00002%

Total 50,000,070 100.00%

3.3 Plant locations As mentioned earlier, both the manufacturing plants of PAJL are located in Punjab which was the first Indian state to use agricultural technology to engineer a “Green Revolution”, recording the highest growth rate in food production. The State continues to be one of the largest producers of food grains and cash crops in the country with its rich agricultural resources and favourable climate. The State has achieved highest productivity levels in the production of wheat, paddy, tomatoes, potatoes, maize, cotton, citrus fruits, etc. Punjab is one of the most fertile regions in the country and is ideal for cultivation of various crops. Agricultural activities have occupied a high percentage of land in Punjab because of its land which is perfect for cropping. Punjab has about 4.6 million hectare of well irrigated area with 189% cropping pattern. Out of the total net sown area of 4.2 million hectares, fruits and vegetables are grown over 2.3% of land area.

The major fruit crops of Punjab are citrus, mango, litchi, guava, ber, and pear. Among the citrus group most of the processable varieties are grown in the State. The total fruit production in Punjab was 13.7 lakh tonnes in 2010-11. Citrus fruits accounted for approximately 9 lakh tonnes amongst total fruit production in the state in the same year. The vegetable crop production was 36 lakh tonnes in 2010-11. The major vegetables grown in the State are cauliflower, peas, potato, onion, chilies, tomato, brinjal, etc.

A brief on the 2 locations is presented below.

3.3.1 Unit I: Village Jahan Khelan, District Hoshiarpur Hoshiarpur district, located in the north-east part of the State, falls in the Jalandhar Revenue Division. The terrain is sub - mountainous and stretches off river Beas in the north-west towards the state of Himachal Pradesh. The district has mild climate compared to other districts of the State. This is due to abundance of hilly terrain on the one hand and sizeable forests cover thereon, on the other. The local climate is very suitable for citrus fruit cultivation and a large area is covered with the same. Source: hoshiarpur.nic.in

Source: www.punjabonline.in


Source: Google Maps

Distances from key cities are presented below:

Delhi – 408 km

Amritsar – 130 km

Chandigarh – 143 km

Ludhiana – 97 km

Jalandhar – 40 km

Out of 2,05,332 hectares, the total cultivated area of Hoshiarpur district, about 5,261.9 hectares area is under fruit plants and 26,354 hectares under different vegetables and about 24.4 hectares area under floriculture. Kinnow and Mango are the major fruits grown in the district.

3.3.2 Unit II: Village Alamgarh, Abohar, District Ferozpur District Ferozepur is situated at India Pakistan border in the southern part of the State of Punjab. Abohar is a key city and a municipal council in

Ferozepur district. It is known as the "California of Punjab" for its rich soil, good irrigation sources, and particularly for the production of Kinnow. It is also one of the biggest cotton producing belts in North India. Abohar is well connected to other cities in the States of

Rajasthan, Haryana and

Punjab through rail and road network. The town is connected by railways in the south-west direction and to Delhi through Bhatinda in the east. Distances from key cities are presented below:

Delhi – 372 km

Bhatinda – 72 km

Chandigarh – 320 km

Ludhiana – 255 Km

Jalandhar – 257 km

Amritsar – 250 km

Source: Punjab Tourism

Fruit cultivation in Hoshiarpur

Kinnow53%

Mango31%

Guava5%

Litchi4% Peas

3%Others

4%

http://en.wikipedia.org/wiki/Punjab_(India)

http://en.wikipedia.org/wiki/Municipal_council

http://en.wikipedia.org/wiki/Firozpur_district

http://en.wikipedia.org/wiki/Kinnow

http://en.wikipedia.org/wiki/Cotton

http://en.wikipedia.org/wiki/India

http://en.wikipedia.org/wiki/Rajasthan

http://en.wikipedia.org/wiki/Haryana

http://en.wikipedia.org/wiki/Punjab_(India)

http://en.wikipedia.org/wiki/Delhi

http://en.wikipedia.org/wiki/Bhatinda


The land at both plant locations is owned by PAJL and would form part of the disinvestment. However, there is a lock-in period of 3 years, in respect to utilisation of land & building and plant & machinery of the Company for the purpose for which the Company is set up. The land adjoining the plants at Abohar and Hoshiarpur can therefore be used for extension of plant related activities only. The details of land at both locations will be included in the Confidential Information Memorandum which will be made available to qualified bidders in Stage II of the bidding process. The equity shares of PAJL will be sold as such after inserting the clause in the Share Purchase Agreement stipulating that the purchaser shall not be entitled to resale the equity shares of the Company for at least 1 year from the date of acquisition /disinvestment.

3.4 Plant and Machinery

The commercial production at Hoshiarpur plant started on 8

th January 2008 and at Abohar

plant on 29th January 2008. These plants are the first of its kind plants in the world to process

different varieties of fruits and vegetables like Tomato, Carrot, Melon, Mango, Guava, Pear, Sweet Gourd, Bitter Gourd, Aloevera, Amla etc. The plants are also the only plants in India to de-bitter fruits such as Kinnows, Mosambi etc. The plants are equipped to switch from one raw material to another in 4 – 5 hours. The main plant and machinery of the Company have been procured from ROSSI & CATELLI S.p.A. (CFT SpA) of Italy, a leading international food engineering companies. Know-how for de-bittering process has been developed by Mitsubishi, while the process engineering for the same has been done by CFT SpA. Each processing plant is equipped to operate for a minimum of 300 days in a year and process approximately 80,000 MT of different fruits and vegetables per annum. The processing plants can handle pulp and store all the concentrates and single strength juices at one facility. Product capacity in terms of fruit juice concentrates, pulps and pastes at 100% capacity utilization would be approximately 12,000 MT. The products can be packed in 230 Kg bulk aseptic bags which do not require any additive / supplements to stabilize the juices / pulps and have a minimum shelf life of 12 months or more under normal storage conditions. Both the plants are equipped with the facilities of normal cold store and deep freezer with each chamber having a storage capacity of over 1,000 MT in each location.

Fruit

Working

Capacity

(tons/hr)

Natural Juice

/ Puree (kg/hr)

Concentrate

Juice / Puree

(kg/hr)

Citrus 20.00 10,000 1,530

Apple 12.00 9,600 1,100

Musk Melon 12.00 7,200 1,730

Peach 12.00 9,600 1,920

Plum 12.00 9,000 1,800

Carrot 9.40 8,000 1,600

Pumpkin 9.00 4,500 800

Capacity per Plant for producing Juice Concentrate

Fruit

Working

Capacity

(tons/hr)

Natural Puree

(kg/hr)

Concentrate

Juice / Puree

(kg/hr)

Tomato 8.40 8,000 1,400

Apple 8.00 6,800 1,800

Musk Melon 2.40 1,200 -

Peach 6.00 4,800 1,600

Plum 6.00 4,500 1,500

Mango 5.00 3,000 1,500

Guava 3.00 1,800 -

Capacity per Plant for producing Cloudy Juices / Tomato Paste

/ Natural or Concentrated Purees


The technology has been developed based on the experience of earlier projects of Voltas at Abohar and that of Pepsi at Zahura and it is expected that the PAJL facilities may make Punjab one of the Asia‟s largest producer and exporter of Orange juice concentrates, Tomato pastes and products etc.

3.5 Financial performance The plant began commercial operations in January 2008 and the Government, soon decided to disinvest. Therefore, PAJL was directed to undertake work only for third parties and not to enter into any long term contracts as a result of which the plants have been operational periodically on Job-Work basis and remain underutilised. Recently, PAJL undertook a tomato processing job work for M/s Mrs Bector's Food Specialties Limited, during May-June 2012. Financial performance of the Company since the plants became operational is presented below. Profit and Loss Account

(All Amount in INR '000)

ParticularsFY 2008

(Jan 08 to Mar 08)FY 2009 FY 2010 FY 2011

FY 2012

(prov.)

Income

Operating and Other Income 32,980 63,098 35,412 53,270 50,031

Increase in Processed Stock - - 726

Total Income 32,980 63,098 36,138 53,270 50,031

Expenditure

Raw Material Consumed - 1,097 523 - (609)

Manufacturing and Operating Cost 10,055 34,049 10,346 27,188 27,482

Employee Cost 5,166 16,156 13,313 13,321 13,427

Financial Expenses 18,879 29,600 29,467 31,196 34,467

Administrative Expenses 2,221 8,115 5,107 4,057 4,739

Decrease (Increase) in Processed

Stock- 51 - 551 174

Depreciation 21,393 105,639 91,117 77,484 67,302

Preliminary Expenses Written Off 113 113 113

Trial Run Stock Written Off - - 1,683

Loss on Sale of Assets - - 432

Profit (Loss) for the Year (24,847) (131,722) (115,963) (100,528) (96,952)

Prior Period Adjustment - 221 961 (4,243) -

Profit (Loss) before Tax (24,847) (131,943) (116,924) (96,285) (96,952)

Provision for Taxation

Current Year Tax - - - - -

Deferred Tax Charge (Credit) 10,541 (371) (442) (124) (313)

Fringe Benefit Tax 146 165 -

FBT relating to 2006-07 131 - -

Profit (Loss) carried to Balance Sheet (35,665) (131,737) (116,482) (96,161) (96,639)


Balance Sheet

(All Amount in INR '000)

Particulars FY 2007 FY 2008 FY 2009 FY 2010 FY 2011FY 2012

(prov.)

Sources of Funds

Shareholders Fund

Share Capital 500,001 500,001 500,001 500,001 500,001 500,001

Reserves & Surplus - - 375 - - -

Grants 101,716 98,468 89,525 77,072 66,351 57,122

Secured Loans 34,987 207,209 273,411 278,210 278,433 278,679

Unsecured Loans - - - - 2,796 2,928

Deferred Tax Liability - 10,541 10,170 9,728 9,604 9,291

Long Term Liabilities - - - - 6,831 6,731

Long Term Provisions - - - - 51,126 86,097

Total Funds Employed 636,704 816,219 873,482 865,010 915,142 940,848

Application of Funds

Gross Block

(depreciable assets) 2,213 816,092 827,294 826,400 832,958 832,958

Less: Depreciation 169 22,130 127,769 218,486 295,971 363,273

Net Block 2,044 793,962 699,525 607,914 536,988 469,685

Fixed Assets under

construction/installation/erection629,691 - - - - -

Long Term Loans and Advances - - - - 6,491 6,592

Current Assets, Loans and Advances

Interest accrued on FDR's 3,544 - - - - -

Inventories 1,543 14,340 9,897 4,483 2,071 2,506

Cash & Bank Balance 358,105 59,004 2,972 2,625 3,686 2,155

Debtors - 5,343 4,790 5,109 791 1,150

Other Current Assets 2,664 10,192 12,444 9,658 4,125 567

Loans & Advances 8,539 13,554 9,668 1,060 1,356 1,381

Total Current Assets 374,395 102,433 39,771 22,935 12,029 7,758

Less: Current Liabilities 370,559 116,862 34,123 50,518 20,412 19,872

Net Current Assets 3,836 (14,429) 5,648 (27,582) (8,382) (12,114)

Profit & Loss Account - 35,666 167,403 283,885 380,046 476,685

Misc. Expenses

Preliminary Expenses

(to the extent not written off)1,133 1,020 906 793 - -

Total Funds Utilised 636,704 816,219 873,482 865,010 915,142 940,848


4. Terms and Conditions for Bidders

1. Seller Government of Punjab (GoP)

2. Company Punjab Agro Juices Limited (PAJL)

3. Stake GoP shall sell its 100% stake in PAJL to the selected investor

4. Bidding entity

Bidding entity can be

Company, or

Co-operative, or

Venture Capital Investor/ Venture Capital Fund/ Private Equity Fund, or

a consortium of any of the above mentioned entities, with an identified Lead Bidder

Interested Parties may acquire GoP‟s 100% equity share capital either directly or through a new company specially incorporated or to be incorporated for this purpose (Special Purpose Vehicle)

5. Eligibility criteria As specified under Section 5

6. Terms of payment To be specified in the RFP

7. Cost of bid The bidder shall bear all costs associated with the preparation and submission of the bid. GoP/ DTTIPL/ PAJL, in no case, shall be responsible or liable for any such costs

Interested parties should submit, in triplicate, the EoI accompanied by Statement of Legal Capacity, RFQ and Declaration, duly signed by the interested party(ies)/ designated Lead Bidder of the consortium. The Statement of Legal Capacity, RFQ, and Declaration will have to be submitted by each member of the consortium duly signed by an authorised official of the member. The RFQ as given in Annexure 3 is to be duly filled in and accompanied with the following details:

In case of a Sole Bid (as indicated in the definition under the Primary Eligibility Criteria specified in the Section 5 titled “Information for Bidders”).

The Audited Balance Sheet and Profit & Loss Account of the sole bidder for the last

three (3) financial years Write-up on:

Background of the sole bidder

Any other information considered material

In case of a Consortium Bid (as indicated in the definition under the Primary Eligibility Criteria specified in the Section 5 titled “Information for Bidders”)


Kalpana Jain

Senior Director

Deloitte Touche Tohmatsu India Private Limited

7th

Floor, Building 10, Tower B

DLF Cyber City Complex

DLF City Phase II

Gurgaon 122 002, India

The audited Balance Sheet and the Profit & Loss Account for the last 3 financial years

of the Lead Bidder and other member companies associated with the bid.

Write-up on:

Lead Bidder

Background of the Lead Bidder

Any other information considered material by the Lead Bidder

Other member companies

Background of member companies in the consortium

Any other information considered material

Each of the EoI, Statement of Legal Capacity, RFQ and Declaration must be in English and should be submitted in triplicate and each copy shall be bound in a separate volume. Submission of the aforesaid documents by electronic means and/or facsimile will not be accepted. The EoI, Statement of Legal Capacity, RFQ and Declaration duly completed along with the details should be submitted no later than 17:00 hours on 23

rd January, 2013 in a

sealed envelope super scribed “Private and Confidential- Expression of Interest for PAJL” at the following address:

Any change by way of withdrawal/substitution of any member of the consortium or any change affecting the composition of the consortium or formation of consortium by a sole bidder may be permitted upto the stage of submission of financial bid. GoP/ DTTIPL have the sole discretion to determine the impact of the change in membership on the quality of the consortium and reject a proposal without assigning any reasons. The EoI submitted by interested parties shall be evaluated on the basis of the criteria specified in Section 5 titled “Information for Bidders” in this document. If at any time during the evaluation process, GoP/ PAJL/ DTTIPL require any clarification, it reserves the right to request such information from any or all of the companies/consortium and the companies/consortium will be obliged to provide the same within reasonable time frame. GoP/ PAJL reserves the right to accept or reject any EoI without assigning any reasons thereof.


5. Information for Bidders

5.1 General restrictions

Any Director/Partner/Proprietor of the bidder (any person or entity) should not have been subjected to punishment for any criminal act and the bidder must not have been convicted for an offence involving moral turpitude.

5.2 Primary eligibility criteria

EoI may be submitted by domestic/ international companies / cooperatives / Funds (Venture Capital Investors incorporated and established outside India and registered under the Securities and Exchange Board of India, Foreign Venture Capital Investor Regulations, 2000 / Venture Capital Funds registered under Securities and Exchange Board of India, SEBI(Alternate investment Funds) Regulation, 2012 / Private Equity Funds incorporated and established within or outside India), either individually (“Sole Bid”) or as a consortium (“Consortium Bid”) , for buying GoP‟s 100.00% equity shareholding in PAJL, subject to terms and conditions stated in the PIM, any subsequent additions and modifications and in accordance with the SPA.

5.3 Financial eligibility criteria The interested parties must satisfy the following eligibility criteria to be eligible as Bidder(s) for the proposed sale process:

Entity Criteria

Sole Bid by Company / Cooperative

Average sales turnover and average tangible networth for financial years 2010-11 and 2011-12 to be at least INR 400 million each, (with no negative networth in last 3 years).

Sole Bid by Fund Average Asset under Management (AUM) in excess of INR 400 million for financial years 2010-11 and 2011-12 and equity stake with management control in at least one company which has an average sales turnover in excess of INR 400 million for financial years 2010-11 and 2011-12 (with such company having no negative networth in last 3 years).

Consortium Bid Case 1: Consortium of entities other than a Fund

Average sales turnover and average tangible networth for financial

years 2010-11 and 2011-12 to be at least INR 400 million each (with no negative networth in last 3 years), for the consortium as a whole.

In addition, average sales turnover and average networth of the Lead Bidder must be at least 51% or more of the qualifying amount.

Case 2: Fund(s) is a part of the Consortium, but not the Lead Bidder

Aggregate of average sales turnover for financial years 2010-11 and 2011-12 of all member entities (excluding the Fund (s)), to be


at least INR 400 million.

Aggregate of average tangible networth for financial years 2010-11 and 2011-12 of all member entities (excluding the Fund (s)) plus average AUM of the Fund (s) for financial years 2010-11 and 2011-

12 to be at least INR 400 million (with no member having a

negative networth in last 3 years).

In addition, average sales turnover and average networth of the Lead Bidder must be at least 51% or more of the qualifying amount.

Case 3: Fund is the Lead Bidder of the Consortium

Aggregate of average sales turnover for financial years 2010-11 and 2011-12 of all member entities (excluding the Fund (s)), to be

at least INR 400 million.

Aggregate of average tangible networth for financial years 2010-11 and 2011-12 of all member entities (excluding the Fund (s)) plus average AUM of the Fund(s) (excluding the Fund which is the Lead Member) for financial years 2010-11 and 2011-12 to be at least

INR 400 million (with no member having a negative networth in last

3 years).

Lead Member (Fund) to have average AUM in excess of INR 400 million for financial years 2010-11 and 2011-12and equity stake with management control in at least one company which has an

average sales turnover in excess of INR 400 million for financial years 2010-11 and 2011-12 (with such company having no negative networth in last 3 years).

Further, in case of a consortium bid,

In the case of direct shareholding of PAJL shares by the consortium members – the Lead Bidder shall in no event hold less than 51% of the entire equity shareholding offered by GoP in PAJL; or

In the case of company promoted / to be promoted by the consortium members for acquiring GoP‟s 100% equity shareholding in PAJL – the Lead Bidder shall be the single largest shareholder of such company and shall in no event hold less than 51% of the equity share capital of such company

Where the financial statement is expressed in currency other than Indian Rupees, the eligible amount as described above shall be computed by taking the equivalent US Dollars at the exchange rates prevailing on the date(s) of such financial statement. In the event that the date(s) are not co terminus, the latest available audited statements or the closest exchange rates shall be reckoned for the purpose.

Definitions Networth = Equity Share Capital + free Reserves & Surplus (excluding Revaluation Reserve) Asset under Management = cash available and yet to be invested + funds committed by its contributors + lower of Book Value or Mark to Market Value of investments held currently


Sales Turnover = Sales including subsidies (if any), net of any taxes and duties levied such as excise duty, sales tax etc. Where Sales in the Financial Statements is inclusive of any taxes and duties, a statement showing sales net of such levies needs to be provided.

5.4 Disqualification

Without prejudice, a bidder may be disqualified and its EoI dropped from further consideration for any (but not limited to) of the reasons listed below:

Such bidder / member of the consortium has been convicted of an offence involving moral turpitude;

Such bidder / member of consortium has been charge-sheeted by an agency of the Government / conviction by a Court of Law for an offence committed by the bidding party or by any sister concern of the bidding party;

Material misrepresentation by such bidder/member of consortium in the EoI and/or RFQ;

Failure by such bidder/member of consortium to provide the information required to be provided in the EoI and RFQ and / or Statement of Legal Capacity;

Submission of EoI and RFQ in respect of any party, where such party had already submitted an EoI or is a member of a consortium that has already submitted an EoI;

The EoI and the accompanying documents submitted by any party, not being substantially responsive to the requirements of this PIM;

Failure to provide satisfactory declaration as per Annexure 4.

The sole bidder / consortium not satisfying the eligibility and requisite qualification criteria specified in the above sections would be disqualified. In case of a consortium bid, PAJL may disqualify the entire consortium for any of the reasons (but not limited to) specified above, even if it applied to only one member of the consortium. It must be noted that in addition to the eligibility of the sole bidder, Lead Bidder, member of a consortium and the consortium as a whole must be eligible, as per criteria mentioned above, on the date of submission of the EoI, they must continue to be eligible throughout the Transaction.

5.5 Governing law / Jurisdiction The entire sale process shall be governed by Indian Law. All disputes arising out of the sale process shall be subject to courts in Chandigarh, India only.


ANNEXURE 1

EXPRESSION OF INTEREST

(To be forwarded on the letterhead of the interested party/ Lead Bidder/ member(s) of the consortium submitting the EOI)

Reference number _________ Date_____________

Kalpana Jain

Senior Director Deloitte Touche Tohmatsu India Private Limited 7th Floor, Building 10, Tower B DLF Cyber City Complex DLF City Phase II Gurgaon 122 002, India

INVITATION OF EXPRESSION OF INTEREST FOR ACQUIRING GOVERNMENT OF PUNJAB’S 100% EQUITY SHAREHOLDING IN PUNJAB AGRO JUICES LIMITED

Madam,

This is with reference to the advertisement dated _________, inviting Expression of Interest for acquiring Government of Punjab‟s (“GoP”) 100% equity shareholding in Punjab Agro Juices Limited (“PAJL”).

As specified in the advertisement, we have read and understood the contents of the Preliminary Information Memorandum (“PIM”) and are desirous of participating in the above sale process, and for this purpose:

We propose to submit our EoI in individual capacity as _________(insert name of party) *

OR

We have formed/propose to form a consortium comprising of _____ members as follows: *

1. ______________________

2. ______________________

3. ______________________

We understand that 100% equity shareholding of GoP in PAJL is proposed to be sold by GoP and we are interested in bidding for the same.

We believe that we/our consortium/proposed consortium satisfies the eligibility criteria set out in relevant sections of the PIM including the guidelines for qualification of bidders seeking to acquire stakes in Public Sector Enterprises through the process of disinvestment issued by the Government of


India vide Department of Disinvestment OM No.6/4/2001-DD-II dated 13th July 2001 and subsequent amendments/clarifications thereto which is available as Annexure 6 of the PIM.

We certify that we have not been convicted by a Court of law or indicted or adverse orders passed by a regulatory authority which would cast a doubt on our ability to be a shareholder of PAJL when we become the shareholders of PAJL or which relates to a grave offence that outrages the moral sense of the community.

We further certify that in regard to matters relating to security and integrity of India, we have not been charge-sheeted by any agency of the Government or convicted by a Court of Law for any offence committed by us or by any of our sister concerns.

We further certify that no investigation by a regulatory authority is pending either against us or against our sister concerns or against our CEO or any of our Directors/Managers/ employees.

We undertake that in case due to any change in facts or circumstances during the pendency of the sale process, we are attracted by the provisions of disqualification in terms of the PIM and the subject guidelines and/or such other communication as may be addressed to us by GoP/ Deloitte Touche Tohmatsu India Private Limited, we would intimate GoP of the same immediately.

The Statement of Legal Capacity, Request for Qualification and Declaration as per formats indicated hereinafter, duly signed by us/respective members, who jointly satisfy the eligibility criteria, are enclosed.

We shall be glad to receive further communication on the subject.

Yours faithfully,

Authorised Signatory

For and on behalf of the party/consortium

Enclosure:

1. Statement of Legal Capacity

2. Request for Qualification

3. Declaration

*Strike off whichever clause is not applicable


ANNEXURE 2

Statement of Legal Capacity

(To be forwarded on the letterhead of the interested party / each member of the consortium submitting the EOI)

Reference number _________ Date_____________

Kalpana Jain Senior Director Deloitte Touche Tohmatsu India Private Limited 7th Floor, Building 10, Tower B DLF Cyber City Complex DLF City Phase II Gurgaon 122 002, India

INVITATION OF EXPRESSION OF INTEREST FOR ACQUIRING GOVERNMENT OF PUNJAB’S 100% EQUITY SHAREHOLDING IN PUNJAB AGRO JUICES LIMITED

Madam,

This is with reference to the advertisement dated ________ inviting Expression of Interest for acquiring Government of Punjab‟s 100% equity shareholding in Punjab Agro Juices Limited.

We have read and understood the contents of the PIM and the advertisement and pursuant to this hereby confirm that:

We satisfy the eligibility criteria laid out in the Preliminary Information Memorandum and the advertisement.*

We are a member of the consortium (constitution of which has been described in the Expression of Interest) which jointly satisfies the eligibility criteria as detailed in the PIM and the advertisement.*

We have agreed that ________(insert member‟s name) will act as the lead member of our consortium.*

We have agreed that ______________(insert individual‟s name) will act as our representative on our behalf and has been duly authorized to submit the Expression of Interest. Further, the authorized signatory is vested with requisite powers to furnish such letter and Request for Qualification and authenticate the same.*

Yours faithfully,


For and on behalf of (party/member)

*Strike off whichever clause is not applicable


ANNEXURE 3

Request for Qualification


(To be submitted in respect of interested party/each member of the consortium)

Name of the interested Party(ies) / Member(s) _____________________

1. Constitution (Tick, wherever applicable)

i. Public Limited Company

ii. Private Limited Company

iii. Others, if any (Please Specify)

If the interested party is a foreign company/ OCB or foreign owned or foreign controlled entity, specify list of statutory approvals from Government of India/ Reserve Bank of India/ Foreign Investment Promotion Board applied for/ obtained/ awaiting:

2. Sector (Tick, where applicable)

i. Public Sector

ii. Joint Sector

iii. Others, if any (Please Specify)

3. Details of Shareholding :

4. Role / Interest of each Member in the Consortium (if applicable)

:


5. Nature of business/products dealt with :

6. Date & Place of incorporation :

7. Date of commencement of business :

8. Full address including phone No./fax No. :

i. Registered office :

ii. Head office :

9. Address for correspondence :

10. Salient features of financial performance for the last three years

:

11. Basis of eligibility for participation in the process (Please mention details of your eligibility) as under:

Please attach most recent Audited Statement of Accounts/Annual Report. Additionally, please provide a chartered account/auditor certificate certifying the Net Worth as defined in the Eligibility criteria of the Preliminary Information Memorandum.

12. Please provide details of all contingent liabilities that, if materialized, that have or would reasonably be expected to have a material adverse affect on the business, operations (or results of operations), assets, liabilities and/or financial condition of the Company, or other similar business combination or transaction.

13. Contact Person(s):

i. Name:


ii. Designation:

iii. Phone No.:

iv. Mobile No.:

v. Fax No.:

vi. Email:

Yours faithfully,


For and on behalf of the (party/member)


For and on behalf of the consortium

Place:

Date:

Note: Please follow the order adopted in the Format provided. If the interested party is unable to respond to a particular question/ request, the relevant number must be nonetheless be set out with the words “No response given” against it.


ANNEXURE 4

Declaration


(To be submitted in respect of interested party/each member of the consortium)

1) We solemnly declare that we or our Director(s), CEO or other employee(s) are not convicted by any court of law or are indicted or have received any adverse order from any regulatory authority relating to a grave offense with regard to matters other than those relating to the security and integrity of the country. Grave offense for this purpose shall include:

a) What constitutes „Fraud‟ under The Securities and Exchange Board of India Act, 1992, and regulations made thereunder;

b) Securities and Exchange Board of India (“SEBI”) orders on the bidder casting doubt on the ability of the bidder to hold the stake in PAJL;

c) Any conviction by a Court of Law in India or abroad; and d) In case of SEBI‟s order of prosecution, conviction by a Court of Law in India.

2) We further declare that we or our sister companies have not been issued a charge sheet by

any agency of the Government or convicted by a Court of Law in India or abroad for any offense with regard to matters relating to the security and integrity of the country.

3) We further declare that we, our Director(s), CEO, Manager(s) / Employee(s) are not under investigation pending before any regulatory authority or other authority.

4) We declare that complete information as required is provided in the Expression of Interest and Request For Qualification and /or Statement of Legal Capacity.

Authorised Signatory For and on behalf of

Bidder Name

Bidder Address

In case any bidder is unable to give the above declaration in view of any conviction, indictment, order or investigation as above, full details of the same shall be provided including names of persons involved, designation, charge/offense, ordering/investigating agency, status/outcome and with supporting/relevant documents. Any entity, which is disqualified from participating in the sale process, would not be allowed to remain associated with it or get associated merely because it has preferred an appeal against the order based on which it has been disqualified. The mere pendency of appeal will have no effect on the disqualification.


ANNEXURE 5

Copy of Advertisement

Invitation for “Expression of Interest” towards

Disinvestment of Government of Punjab’s entire equity shareholding in

Punjab Agro Juices Limited

This announcement is neither a prospectus nor an offer or invitation for sale to public of securities

Government of Punjab (“GoP”), presently holding 100% of the paid up equity share capital of Punjab Agro Juices Limited (“PAJL” or the “Company”), intends to sell its entire shareholding in PAJL to a strategic investor through a competitive bidding process. Deloitte Touche Tohmatsu India Private Limited (DTTIPL) has been appointed as advisors (“Advisors”) to GoP for the proposed disinvestment process. PAJL, established in February 2006, has two Multi Fruit & Vegetable Processing Units, at Hoshiarpur district and Abohar (Ferozpur district), with processing capacity of about 80,000 MT per annum each, commercial production of which started in January 2008. Both the plants are “state of art” technology plants with ability to process different varieties fruits and vegetables. The Preliminary Information Memorandum (“PIM”) can be obtained from the Advisors at the address mentioned below or accessed at the websites http://www.pbdisinvest.nic.in/ or http://www.deloitte.com/in/punjabagro. Interested parties (meeting the eligibility criteria as mentioned in the PIM) may submit their Expression of Interest (“EoI”) along with a Request for Qualification (“RFQ”), a Statement of Legal Capacity and Declaration in the format and process specified in the PIM in a sealed envelope super scribed “Private and Confidential- Expression of Interest for PAJL” at the under mentioned address not later than 17:00 hours (Indian Standard Time) on 23 January 2013: Kalpana Jain, Senior Director, Deloitte Touche Tohmatsu India Private Limited, 7

th Floor, Building 10,

Tower B, DLF Cyber City Complex, DLF City Phase II, Gurgaon 122 002, India, Email:

[email protected] Further clarifications, if any, may be sought from the Advisors. Only the parties that are found eligible, at the sole discretion of GoP, will be informed of the same, and provided further information. This advertisement does not constitute, and will not be deemed to constitute, any commitment on the part of GoP or DTTIPL. Furthermore, this advertisement confers neither any right nor expectation on any party to participate in the sale process. GoP reserves the right to withdraw from the process or any part thereof, to accept or reject any or all offers at any stage of the process and/or modify the process or any part thereof or to vary any terms at any time without giving reasons. No financial obligation will accrue to GoP or the Advisors in such an event. Neither GoP nor the Advisors shall be responsible for non-receipt or correspondences sent by post/ email/ fax/ courier.

http://www.pbdisinvest.nic.in/

http://www.deloitte.com/in/punjabagro



ANNEXURE 6

Guidelines for Bidders

No. 6/4/2001-DD-II

Government of India

Department of Disinvestment

Dated 13th July, 2001

OFFICE MEMORANDUM

Subject: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector Enterprises through the process of disinvestment

Government has examined the issue of framing comprehensive and transparent guidelines defining the criteria for bidders interested in PSE-disinvestment so that the parties selected through competitive bidding could inspire public confidence. Earlier, criteria like net worth, experience etc. used to be prescribed. Based on experience and in consultation with concerned departments, Government has decided to prescribe the following additional criteria for the qualification / disqualification of the parties seeking to acquire stakes in public sector enterprises through disinvestment:-

a) In regard to matters other than the security and integrity of the country, any conviction by a Court of Law or indictment / adverse order by a regulatory authority that casts a doubt on the ability of the bidder to manage the public sector unit when it is disinvested, or which relates to a grave offence would constitute disqualification. Grave offence is defined to be of such a nature that it outrages the moral sense of the community. The decision in regard to the nature of the offence would be taken on case to case basis after considering the facts of the case and relevant legal principles, by the Government.

b) In regard to matters relating to the security and integrity of the country, any charge-sheet by an agency of the Government / conviction by a Court of Law for an offence committed by the bidding party or by any sister concern of the bidding party would result in disqualification. The decision in regard to the relationship between the sister concerns would be taken, based on the relevant facts and after examining whether the two concerns are substantially controlled by the same person/persons.

c) In both (a) and (b), disqualification shall continue for a period that Government deems appropriate.


d) Any entity, which is disqualified from participating in the disinvestment process, would not be allowed to remain associated with it or get associated merely because it has preferred an appeal against the order based on which it has been disqualified. The mere pendency of appeal will have no effect on the disqualification.

e) The disqualification criteria would come into effect immediately and would apply to all bidders for various disinvestment transactions, which have not been completed as yet.

f) Before disqualifying a concern, a Show Cause Notice why it should not be disqualified would be issued to it and it would be given an opportunity to explain its position.

g) Henceforth, these criteria will be prescribed in the advertisements seeking Expression of Interest (EOI) from the interested parties. The interested parties would be required to provide the information on the above criteria, along with their Expressions of Interest (EOI). The bidders shall be required to provide with their EOI an undertaking to the effect that no investigation by a regulatory authority is pending against them. In case any investigation is pending against the concern or its sister concern or against its CEO or any of its Directors/Managers/employees, full details of such investigation including the name of the investigating agency, the charge/offence for which the investigation has been launched, name and designation of persons against whom the investigation has been launched and other relevant information should be disclosed, to the satisfaction of the Government. For other criteria also, a similar undertaking shall be obtained along with EOI.

(V.K. Singh)

Under Secretary to the Government of India.


ANNEXURE 7

Text of the Recommendations on Qualification for Bidders, as contained in the 30th Report of the Parliamentary Standing Committee on Finance

“The Committee find that though the disinvestment process in our country is continuing for more than a decade yet no guidelines regarding qualification/disqualification of bidders seeking to acquire the stake in PSUs through the process of disinvestment were formulated initially. It was only in July 2001, when a circular was issued detailing some guidelines for disqualifications for bidders. The committee notes that it debars only those bidders who have been actually convicted for an offence or have been charge sheeted for an offence against national security and those who have been either indicted by SEBI or RBI. The Committee feel that these guidelines are not sufficient and do not cover the offences committed under the Official Secrets Act and cases pertaining to willful default of public money. The Committee are of the opinion that these offences are in no way less serious than those included in the guidelines.

Hence, the committee feels that weak, inadequate and porous guidelines are being used to qualify and disqualify bidders. The committee strongly recommends that comprehensive guidelines for qualification/disqualification of bidders seeking to acquire stakes in the PSUs through the process of disinvestment may be drawn and included in the Disinvestment Policy. The Committee further desires that the scope of guidelines may also be broadened which may include the business activities of unhealthy, unethical and unscrupulous nature in its ambit. They also desire that it should also cover the offences under the Official Secrets Act and those pertaining to willful default of public money etc. in its purview.”

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

This material prepared by DTTIPL is intended to provide general information on a particular subject or subjects and is not an exhaustive treatment of such subject(s). Further, the views and opinions expressed herein are the subjective views and opinions of DTTIPL based on such parameters and analyses which in its opinion are relevant to the subject.

Accordingly, the information in this material is not intended to constitute accounting, tax, legal, investment, consulting, or other professional advice or services. The information is not intended to be relied upon as the sole basis for any decision which may affect you or your business. Before making any decision or taking any action that might affect your personal finances or business, you should consult a qualified professional adviser. None of Deloitte Touche Tohmatsu, its member firms, or its and their respective affiliates shall be responsible for any loss whatsoever sustained by any person who relies on this material.

© 2012 Deloitte Touche Tohmatsu India Private Limited

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