IDCOL FERROCHROME & ALLOYS LTD.
Strategic
Investor
For
Acquisition of 100% Stake
PRELIMINARY
INFORMATION MEMORANDUM ANDADVERTISEMENT FOR DISINVESTMENT OF IFCAL
November,
2002
(Issued
by Industrial Development Bank of India –
on
behalf of IFCAL)
CONTENTS
PART - I
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PART - II
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Disclaimer
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Section
I : Terms and conditions |
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Glossary |
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Section
I: Introduction |
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I |
Background |
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Section
II: IDCOL Ferrochrome & Alloys Ltd. |
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II |
Future
process |
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I. |
History |
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III.
Governing laws/ jurisdiction/Arbitration |
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II. |
Location
and facilities |
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Section
II : General requirement & instructions |
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III. |
Capacity
and products |
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I |
Eligibility |
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IV. |
Management |
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II |
Those
not eligible to qualify |
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V. |
Capital
structure and shareholding pattern |
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III |
Criteria
for qualifying interested parties |
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VI. |
Market
and marketing arrangements |
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IV |
Due
date, number of copies and filing requirements |
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VII. |
Human
resources |
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V |
EoI
filed by a consortium |
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VIII. |
Operating
performance |
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VI |
Investment
vehicle |
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IX. |
Financial
position |
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VII |
Disqualification |
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VIII.
Requests for clarification |
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Section
III: IFCAL's Ferrochrome Plant |
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IX |
Further
information/ clarifications |
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I. |
Location
and infrastructure |
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Section III : Formats
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II. |
Products
and capacity |
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I |
Expression
of interest |
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III. |
Manufacturing
facilities |
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II |
Statement
of legal capacity |
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III |
Request
for Qualification |
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Annexure
: Copy of advertisements |
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PART
– I
DISCLAIMER
IDCOL Ferrochrome
& Alloys Ltd.(IFCAL), a Government of Orissa Undertaking, is having Ferrochrome plant
at Jajpur Road, Dist. Jajpur, Orissa and Chrome Ore Mine at Tailangi, Dist. Jajpur,
Orissa. The Government of Orissa (GoO), as
part of its disinvestment programme, intends to disinvest 100% of its stake (held through
Industrial Development Corporation of Orissa Ltd.)(IDCOL) to a Strategic Investor(SI). GoO
has appointed Industrial Development Bank of India(IDBI) as Advisor for selection of SI.
This
Preliminary Information Memorandum (PIM) has been prepared on the basis of information and
clarifications furnished by IFCAL/IDCOL, other publicly available documents/records which
IDBI believes to be reliable and discussions with the officials of IFCAL/IDCOL. The sole objective of this PIM is to solicit
Expression of Interest (EoI) from interested parties for taking part in the future process
leading to selection of SI.
This document does
not constitute an offer or invitation, or solicitation of an offer, for sale of/subscribe
to equity shares or any securities nor does this document or anything contained herein,
shall form a basis of any contract or commitment whatsoever. Use of this PIM is strictly for limited
circulation.
For
any additional information or clarification relating to the PIM, please contact any of the
following :
|
Mr.
K. Davidson
Dy.
General Manager |
Mr.
R.R. Chakrawarti,
General
Manager |
|
IDBI
Corporate Advisory Services Department, Industrial Development Bank of India,
IDBI
Tower, 14th Floor,
Cuffe
Parade,
Mumbai – 400 005, INDIA.
|
|
Tel
: +91-22-2155739 / 215 1757
Fax:
+91-22-218 1195 |
|
|
|
Mr.
S. Sahoo,
General
Manager |
|
Industrial
Development Bank of India,
IDBI
House,
Janpath,
Bhubaneswar
- 751 022. |
|
Tel.
: +91-0674-542153
Fax
: +91-0674-543442 |
GLOSSARY
|
CASD |
Corporate
Advisory Services Department |
NRIs |
Non-Resident
Indians |
|
CIM |
Confidential
Information Memorandum |
OCBs |
Overseas
Corporate Bodies |
|
DFID |
Department
for International Development |
PIM |
Preliminary
Information Memorandum |
|
EoI |
Expression
of Interest |
QIP |
Qualified
Interested Party |
|
FY |
Financial
Year |
RFQ |
Request
for Qualification |
|
GoO |
Government
of Orissa |
SI |
Strategic
Investor |
|
IFCAL |
IDCOL
Ferrochrome & Alloys Ltd. |
tpa |
Tonnes
per annum |
|
IDBI |
Industrial
Development Bank of India |
VRS |
Voluntary
Retirement Scheme |
SECTION
– I
INTRODUCTION
The
IDCOL Ferrochrome & Alloys Ltd.(IFCAL) incorporated in 1999, is a Public Sector
Undertaking with 100% shares being held by the Government of Orissa(GoO) through IDCOL. IFCAL has facilities for manufacturing 19,000 MT
Per annum of High Carbon Ferro Chrome (HCFC). It can or has produced other similar alloys.
Besides, IFCAL also operates a chrome ore mine (approximate area 221.22 hectares) having a
deposit of about 4 million tonnes of Chrome Ore of different grade.
The
Government of Orissa (GoO), as part of its disinvestment programme, intends to disinvest
100% of its holding in IFCAL. GoO has
appointed Industrial Development Bank of India(IDBI) as Advisor for selection of SI.
The
information/particulars are given in this Preliminary Information Memorandum (PIM) to help
the interested parties to form an opinion on the participation in the disinvestment
process of IFCAL by submitting Expression of Interest (EoI) in the prescribed format as
given in Part II of this PIM.
SECTION – II
IDCOL
FERROCHROME & ALLOYS LTD.
I.
HISTORY
IDCOL
Ferrochrome & Alloys Ltd.(IFCAL), was incorporated in 1999 as a public limited company
under the Companies Act, 1956, with the objectives, inter alia, to take over the assets
& liabilities of IDCOL's Ferrochrome Unit and to undertake the manufacturing of
ferrochrome and mining of chrome ore.
IFCAL
took over from Industrial Development Corporation of Orissa Ltd.(IDCOL), in 2002, the
chrome ore plant located at Jajpur Road, District Jajpur, Orissa.
IFCAL
was a profit making company till FY 1996.
However,
its operations suffered setback thereafter mainly due to entry
of relatively cheaper ferrochrome from South Africa and general recession in the Steel
sector.
II.
LOCATION
AND FACILITIES
IFCAL
has the following facilities :
|
Facilities |
|
Location |
|
Ferrochrome
Plant |
|
Jajpur
Road, Dist. Jajpur, Orissa |
|
Chrome
Ore Mine |
|
Tailangi,
Dist. Jajpur, Orissa |
III. CAPACITY AND PRODUCTS
IFCAL has the
facility for producing 19,000 MT per annum of HCFC and the Tailangi Chrome Ore mine has
the reserves of about 4 million Tonnes of chrome ore of different grade.
IV.
MANAGEMENT
The Articles of
Association of IFCAL provides for a minimum of 3 Directors and a maximum of 12 Directors. The present Board of IFCAL comprises of 10
Directors and is headed by Dr. H.K. Panda, IAS, Chairman.
The day-to-day
management of IFCAL is looked after by Shri J. Chandra, Managing Director supported by
Heads of various department like Mines, Production, Finance, Marketing and Personnel.
The Board of Directors comprises the
following Directors as on September 30, 2002:
|
Name |
Status |
Occupation |
|
Dr. Hrusikesh Panda |
Chairman |
Chairman-cum-MD of IDCOL |
|
Shri J. Chandra |
Mg. Director |
MD, IFCAL |
|
Shri A. Acharya |
Director |
Company Secretary, IDCOL |
|
Shri P.K. Mohanty |
Director |
Dy. General Manager (Finance), IDCOL |
|
Shri T. Panda |
Director |
General Manager (Geology & Commercial), IDCOL |
|
Shri S.P. Mohanty |
Director |
MD, IDCOL Kalinga Works Ltd. |
|
Shri D.K. Roy |
Director |
Ex-Chairman, OERC |
|
Shri D. Sahoo |
Director |
Ex-Dy. General Manager, MECON |
|
Shri S. Sahu |
Director |
Director, Mines, Govt. of Orissa |
|
Shri Ved Prakash |
Director |
General Manager, MMTC |
V.
CAPITAL
STRUCTURE AND SHAREHOLDING PATTERN
As on March 31, 2002, the
Authorised Share Capital of IFCAL was Rs. 10 lakh divided into 1 lakh equity shares of
Rs.10/- each. As on that date, the paid up capital of IFCAL was Rs.187.14 million
(including share application money pending allotment).
As on
date, Government of Orissa through IDCOL holds the entire paid-up share capital of IFCAL.
VI.
MARKET
AND MARKETING ARRANGEMENT
HCL markets its various
products directly to the consumers by way of tenders and direct
contacts.
There is no Government
control over the prices of the products manufactured by IFCAL and the prices depend mainly
on the market forces. The main customers of
Ferrochrome are Kalinga Alloys, Rathi Alloys & Steels, Haryana Steels, Rathi Ispat
Ltd., Rimjhim Ispat Ltd., Alloys Steel plant of Durgapur, Ambica Steel, etc.
In the past,
IFCAL entered into contracts with TISCO for acting as a converter wherein TISCO provided
IFCAL with chrome ore and coke from its own sources and IFCAL converted the same into HCFC
for them. However, due to depressed market
prices for HCFC, the conversion charges offered by TISCO in FY 02 were very low due to
which IFCAL did not renew the conversion contract from FY 2001-02.
VII.
HUMAN RESOURCES
As on September 30, 2002,
IFCAL had a total employee strength of 434 (excluding employees on deputation to IFCAL).
Details of the
employee profile of IFCAL are given below :
i)
Age profile
|
Age
(yrs) |
Nos. |
|
|
|
|
>57 |
06 |
|
55-57 |
20 |
|
50-55 |
118 |
|
44-50 |
140 |
|
40-44 |
68 |
|
25-40 |
82 |
|
<25 |
-- |
|
Total |
434 |
ii)
Qualification-wise
break-up of Executives & Non-
executives
|
Age |
Executives |
Non-executives |
|
|
|
|
|
Under-Matric |
-- |
-- |
|
Matric
and Under Graduates |
06 |
318 |
|
Graduate
|
22 |
35 |
|
Post
Graduate |
08 |
02 |
|
Diploma
in Engg/Mines |
15 |
13 |
|
Degree
in Engg |
15 |
-- |
|
Total |
66 |
368 |
The last wage settlement was for the period from 1.4.1998 to
31.3.2002 and the same is in vogue. The superannuation age is 58 years.
Employee Separation Scheme
IDCOL introduced Voluntary Retirement Schemes (VRS) for the
ferrochrome unit and during the period February, 2001 to March, 2002, about 135 employees
opted for VRS. The cost of the VRS has been met partly by internal accruals and partly
through Department for International Development
(DFID)
funds.
Industrial Relations
There has been no incidence of Strike/Lock
out etc. in the company since 1972 and the industrial relation is cordial.
VIII.
OPERATING
PERFORMANCE
Summary of operating performance of Ferro
Chrome unit of IDCOL during the last three financial years is given below :
(Rs. million )
|
For the year ended March 31, |
2000 |
2001 |
2002 |
|
Net Sales |
331.00 |
387.10 |
332.50 |
|
Total Income |
345.70 |
429.00 |
275.00 |
|
Expenditure |
|
|
|
|
- Raw materials |
81.30 |
78.20 |
69.60 |
|
- Power, fuel & water |
121.90 |
150.20 |
100.80 |
|
- Salaries & wages |
65.90 |
74.20 |
65.70 |
|
- Other expenses |
96.30 |
146.60 |
117.60 |
|
Gross Profit/(Loss) |
(19.70) |
(20.20) |
(78.60) |
|
Interest |
44.55 |
50.23 |
57.17 |
|
Depreciation |
14.45 |
14.41 |
14.37 |
|
Operating profit/(Loss) |
(78.70) |
(84.84) |
(150.14) |
|
Profit/(Loss) before tax |
(22.80) |
(80.50) |
(148.00) |
IX.
FINANCIAL
POSITION
Summary of financial position of Ferro
chrome unit of IDCOL for the last three financial years is given below :
(Rs. million)
|
As on March 31, |
2000 |
2001 |
2002 |
|
Assets |
|
|
(Prov) |
|
Gross Fixed Assets |
368.00 |
367.94 |
552.40 |
|
Accummulated Depreciation |
191.64 |
205.92 |
220.28 |
|
Capital Work-in-progress |
4.60 |
4.70 |
4.48 |
|
Net Fixed Assets |
181.00 |
166.72 |
336.60 |
|
Current assets |
230.19 |
248.34 |
178.13 |
|
Current liabilities and prov. |
209.51 |
246.16 |
302.32 |
|
Net current assets |
20.68 |
2.18 |
(124.19) |
|
Accummulated losses |
208.61 |
289.15 |
-- |
|
Misc. exp. not written off |
-- |
7.12 |
24.72 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Corporate Office Current Account/Share capital (inc. share application
money) |
359.17 |
415.18 |
187.14 |
|
Grant-in-aid from GoO |
50.00 |
50.00 |
50.00 |
|
Secured Loan(excluding bank borrowings) |
1.09 |
-- |
-- |
IDCOL has revalued the fixed assets of the Ferrochrome Unit
as on March 31, 2002 and transferred to IFCAL. The
Balance Sheet analysis figures shown above for the FY 2001-02 relates to the revalued
figures.
§
For details of accounts,
notes to accounts, Auditors’ Report, etc. please refer to the annual reports of
IDCOL(unit: Ferro chrome).
SECTION – III
FERROCHROME PLANT OF IFCAL
I.
LOCATION AND
INFRASTRUCTURE
Ferrochrome Plant was initially
commissioned in November 1969 as a division of IDCOL with an installed manufacturing
capacity of 12,000 MT p.a. of High Carbon Ferro Chrome (HCFC) with reduction furnace.
Subsequently, additional capacity of 10,000 MT p.a. of Low Carbon Ferro Chrome (LCFC)
with slag furnace was created in October 1970. However, due to entry of relatively cheaper
South African ferrochrome and general slow down in the demand of LCFC, IDCOL decided to
stop the production of LCFC and with minor modifications, converted its slag furnace into
reduction furnace in July, 1998, so as to produce an additional 6,000 MT p.a. of HCFC. With this,
the total installed capacity of the HCFC stood at 18,000 MT p.a. The current installed
capacity is 19,000 MT p.a. The rated capacity of the
furnaces are 9 MVA and 6.5 MVA. The plant was taken over by IFCAL in April, 2002. The operations at the Ferrochrome plant include
mining of chrome ore from open cast mines, beneficiation of ore and smelting. The
production process involves reduction of Chromium Oxide to Chromium by Electric Arc
Furnace to produce HCFC by further reduction of the metallic oxide with the help of
carbon.
The plant is
located at Jajpur Road in the district of Jajpur, Orissa and is about 12 km from NH-5
connecting Bhubaneswar and Kolkata. The
nearest railway station is Jajpur Keonjhar Road Railway Station which is about 2 km away
from the plant and nearest airport is Bhubaneswar (also the State Capital) about 120 kms
from the plant.
Ferrochrome
works (excluding mine) and township is spread over an area of 369.06 acres comprising of
1.56 acres of freehold land and 367.50 acres of leasehold land for 99 years starting from
1968. Out of this land, about 209 acres is forest and vacant land. Besides, the company
has mining area of 221.22 Hectares at Tailangi, Dist. Jajpur out of which 65.683 Hectares
is under actual mining. The mining lease, which is in the name of IDCOL, is proposed to be
transferred to the company after obtaining approval from the State Government as required
under Mineral Conservation Rule, 1960. Mining lease is yet to be executed. The
infrastructural facilities at the complex includes school, IFCAL’s own dispensary,
ESI Dispensary and township with about 354 quarters
for
different category of employees. The water
supply for the works and the township is sourced from
4 bore wells.
II.
PRODUCTS AND
CAPACITY
The Ferrochrome
plant has the facilities for manufacturing 19,000 MT per annum of HCFC. The installed
capacity and production during the last four financial years are given below :
|
|
1998-99 |
1999-2000 |
2000-01 |
2001-02 |
|
Installed
capacity (MT) |
@16,000 |
18,000 |
18,000 |
19,000 |
|
Production
(MT) |
12,801 |
13,007 |
14,891 |
9246 |
|
Capacity
utilisation (%) |
80 |
72 |
83 |
49 |
NB
: @ - Slag Furnace having 10,000 MT of LCFC capacity was converted to Reduction Furnace of
6,000 MT of HCFC capacity in July 1998.
The
Ferrochrome conforms to Bureau of Indian Standard's IS-1170/67 specification. In addition, the plant has been accredited with
ISO 9002 certification in May 1998
and the current
validity is upto December 14, 2003.
The Ferrochrome plant also has one chrome ore mine.
The areas covered by this mine and details of reserves are given below :
|
Mines |
Areas covered
|
Estimated reserves |
Quality of Ore |
|
|
Hectares |
(lakh tonnes) |
|
|
|
Tailangi |
221.22 |
4 |
High
Grade |
47 Cr2O3 |
|
|
|
|
Med. Grade |
40-47 Cr2O3 |
|
|
|
|
Low Grade |
30-40
Cr2O3 |
Four ore bodies in the form of lenses have length varying
from 200 meters to 700 meters.
III.
MANUFACTURING
FACILITIES
The process know how for manufacture of
HCFC has been provided by M/S A.B. Metallurgy Consultant, Kallanosvgen, Stockholm, Sweden. The company’s technology supply agreement
with the firm has since expired and the same has not been renewed as the technology has
been successfully absorbed.
The
major facilities of IFCAL are broadly categorised into the following :
|
§
|
Chrome
ore mine |
|
§
|
Raw
material handling and storage facilities |
|
§
|
Briquetting
plant |
|
§
|
Furnaces |
|
§
|
Power
and utilities |
|
§
|
Infrastructure
facilities |
Chrome
Ore Mine
The Tailangi Chrome Ore mine was commissioned in
1993-94. The total reserves of this mine has been
estimated at 4 million tonnes. This mine
cover a total area of 221.22 hectares. Open cast method of mining is employed in these
mines. The details of chrome ore mined from the mines during last five years are furnished
below :-
(in tonnes)
|
Type |
1997-98 |
1998-99 |
1999-00 |
2000-01 |
2001-02 |
|
High Grade |
61800 |
53100 |
43400 |
66000 |
46700 |
|
Medium Grade |
1000 |
1500 |
500 |
1500 |
9070 |
|
Low Grade |
5500 |
2400 |
500 |
2500 |
10140 |
Raw Material
Handling and Storage Facilities
The chrome ore
from Tailangi mine are brought to the plant site by road transportation system. The raw
material is stored in open yard and is carried manually to the briquetting plant. There are conveyor belt facilities to transport
ore from the yard to the chrome ore lump yard.
Briquetting Plant
The Briquetting
Plant has an installed capacity of 80 tpd (with two shift operations). Details of the main equipments of the plants are
given below :
|
Sections |
|
Major Equipments(nos.) |
|
Briquetting |
|
|
|
|
|
Palletising M/c(1 no) |
|
|
|
Chrome Ore Mixing M/c(1 no) |
|
|
|
Barrel type concrete mixer 33 HP(1 no) |
|
|
|
Eastman sand muller used for ore
mixing(1 no) |
|
|
|
Briquetting M/c(1 no) |
|
|
|
Raw material handling system(1 no) |
|
Sintering Plant |
|
|
|
|
|
Concrete Mixer M/c(1 no) |
There is
conveyor facility for carrying briquetts to the furnace.
Furnaces
The plant has
two furnaces of 9 MVA and 6.5 MVA capacity respectively.
The details of these two furnaces are given below :
|
Particulars |
Type |
Capacity |
Year of
commissioning/ modifications |
|
Furnace No.1 |
Reduction |
12,000 MT |
Nov., 1969 |
|
Furnace NO.2 |
Reduction |
6,000 MT |
July, 1998 |
The
sintering plant of 15 tpd capacity and the
rotary kiln of 100 tpd capacity are not in
operation as IFCAL has stopped producing LCFC.
Power and Utilities
Power
The present
requirement of power for the entire complex is 10.5 MW, which is currently met from
GRIDCO.
The complex
has a captive power generation capacity based on DG sets.
The main assets of this captive power plant are:
|
Particulars |
Nos
x capacity |
Make |
Year
of installation |
|
DG
Sets |
1
x 9.50 MW 500 RPM |
Germany |
1992 |
Water
The
main source of water for Ferrochrome plant and township is the 4 nos. borewells bored at
the site.
Infrastructural
Facilities
Rail and Road Networks
The plant is
located at Jajpur Road in the district of Jajpur, Orissa and is about 12 km from NH-5
connecting Bhubaneswar and Kolkata. The
nearest railway station is Jajpur Keonjhar Road Railway Station which is about 2 km away
from the plant.
Telecommunication Facilities
As
regards telecommunication facilities, BSNL network is available in addition to internal
Telephone Exchange facility in the factory for the employees as well as residents in the
township. The chromite mine is also connected through wireless system via company’s
internal telephones.
Environmental
issues
The plant has
necessary clearance from the State Pollution Control Board for discharge of
effluents/sewerage/omissions.
PART – II
SECTION - I
TERMS AND CONDITIONS
1.
Background
The Government of Orissa (GoO), as part of
its disinvestment programme, intends to divest 100% of its shareholdings in IDCOL
Ferrochrome & Alloys Ltd.(IFCAL). Industrial Development Bank of India (IDBI) has been
appointed by the GoO as Adviser for this disinvestment process.
Information, in brief, relating to
the capacity, product, manufacturing facilities, brief description of the assets,
production performance, input materials and utilities, etc. of the Ferrochrome plant of
IFCAL and information on IFCAL as a whole, have been furnished in Part I of the PIM. A brief outline of process of participation,
requirements relating to the information to be provided by the interested parties while
submitting their Expression of Interest (EoI) alongwith a Request for Qualification (RFQ)
for obtaining Confidential Information Memorandum (CIM) to further participate in the
disinvestment process and other terms & conditions thereof are described in the
subsequent sections.
An advertisement has been issued by
Department of Public Enterprise, Govt. of Orissa in the print media informing that
interested parties may apply to IDBI, Corporate Advisory Services Department for obtaining
a copy of this PIM. An abridged version of the advertisement has also been placed in the
print media. Copies of these advertisements
are given in Annexure – I. PIM alongwith its entire annexures has also been
posted on the website of GoO (www.idcorissa.com or
www.orissagov.nic.in/pe/pe.htm)
from where the same could be accessed.
Interested parties may respond to
this PIM by furnishing an EoI along with RFQ
in
the format(s) prescribed in Section III Part II of this PIM.
2.
Future Process
Based on an evaluation of EoIs received,
and subject to and as provided in Section I(1), interested party(ies) which are deemed fit
[“qualified interested party(ies)” “QIP”], will be qualified to
participate in the subsequent selection process (without conferring any right or
expectation whatsoever to QIP). QIP will be provided with the Confidential Information
Memorandum (CIM) and shall be invited to participate further in the process described in
detail in the CIM. QIP will get an opportunity to conduct a technical and financial due
diligence and take up plant visits and will also have access to data rooms and hold discussions with the Management of IFCAL/ Senior
officials of Department of Public Enterprises, Government of Orissa. The rules regarding
access to information in the data rooms will be provided later to QIPs. QIPs will be
invited to submit a detailed proposal detailing their technical, financial and commercial
capabilities and a binding price bid. QIPs
will be required to execute a Confidentiality Agreement before obtaining CIM.
However, this PIM along with its
enclosures, constitute no form of commitment on the part of GoO/IFCAL, whether in respect
of the disinvestment process or otherwise. Furthermore,
this invitation confers neither any right nor expectation to any party to participate in
the said process.
GoO/IFCAL 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 to vary any of its terms without
assigning any reason whatsoever. No
financial obligation, whatsoever, shall accrue to GoO/IFCAL in such an event
3.
Governing
Laws/Jurisdiction/Arbitration
All matters
relating to the disinvestment process and the bidding procedure shall be governed by the
laws of Union of India. Only Courts at
Bhubaneswar (with exclusion of all other Courts) shall have the jurisdiction to decide or
adjudicate on any matter which may arise out of or in connection with the participation in
the process of acquisition of stake in IFCAL.
SECTION - II
GENERAL REQUIREMENTS AND INSTRUCTIONS
1.
Eligibility
Expression of Interest (EoI) may be
submitted by domestic/overseas companies/firms (whether currently existing or to be formed
specifically to participate in disinvestment process), Overseas Corporate Bodies,
Resident/Non-Resident Indians, either individually or as a consortium, for acquiring a
100% stake in IFCAL.
2.
Those not eligible to
qualify
The companies/consortia not satisfying the
eligibility and requisite qualification criteria specified in this PIM are not eligible.
3.
Criteria for Qualifying
Interested Parties
The interested Party(ies) who apply
in individual capacities should have together (i) an annual turnover of not less than
Indian Rupees 500 million and (ii) net worth (paid-up share capital and free reserves
excluding revaluation reserve less accumulated losses and misc. expenses not written off,
if any) of not less than Indian Rupees 300 million in any one of the immediately preceding
three financial years (each financial year being a period of 12 consecutive months). Where
the interested party(ies) apply as a consortium, then the above condition shall be
applicable to the consortium as a whole. Further, where interested party(ies) happen to be
a new company formed specifically for this purpose, the above eligibility criteria will
apply collectively to the promoters of such company.
Where the financial statement is expressed in the currency
other than Indian Rupee, the eligible amount as described above shall be computed by
taking the equivalent US Dollars at the exchange rates (as stipulated by Foreign Exchange
Dealers Association of India), prevailing on the date(s) of such financial statement. In
the event the date(s) of the financial statements are not co-terminus, the last of the
audited statements shall be reckoned for the purpose.
4.
Due date, Number of copies and Filing Requirements
The interested party(ies) may submit, in
duplicate, their EoI accompanied by a statement of legal capacity and RFQ, as per
format(s) in Section III, duly signed by interested party(ies)/ designated leader of the
Consortium. However, the statement of legal capacity and RFQ will have to be submitted by
each member of the consortium duly signed by an authorised official of the member.
The EoI shall reach not later than
1745 hours (Indian Standard Time) on
December 10, 2002
at
the following address :
The Chief General Manager,
Corporate Advisory Services Department,
Industrial Development Bank of India,
‘IDBI Tower’, 14th Floor,
WTC Complex,
Cuffe Parade,
MUMBAI – 400 005, INDIA.
Notwithstanding
the terms of the advertisement ( Annexure-I),
no confidentiality agreement will be required to be submitted with the EoI alongwith RFQ
although a confidentiality agreement will be required to be entered into at a later stage.
All EoIs together with required documents
and RFQ must be in English and each copy shall be bound in a separate volume.
Submission
of the aforesaid documents by fax, e-mail or other electronic means will not be acceptable. It is the responsibility of the interested
party(ies) alone to ensure that its EoI with required documents is delivered at the above
address by the stated time and date.
The
covering envelope containing aforesaid documents should be clearly marked
“Private and Confidential – Expression of
Interest for acquisition of stake in IFCAL.”
5.
EoIs
filed by Consortia
An EoI may be
submitted by or on behalf of a Consortium duly signed by each member of the consortium or
by the leader designated by the members of the consortium.
Any change by way of withdrawal/
substitution of any member(s) of the consortium or any change affecting the composition of
the consortium may be permitted upto the stage of submission of financial bid with the
specific approval of GoO/IFCAL. GoO/IFCAL has the sole discretion to determine the impact
of the change in membership on the quality of the consortium and reject a proposal for
such reason.
6.
Investment Vehicle
The Participation in disinvestment
programme may also be done through a Special Purpose Vehicle (the ‘Investment Vehicle’).
7.
Disqualification
GoO/IFCAL shall not consider for the
purpose of qualification an EoI which has been found to be incomplete in content and/or
attachments and/or authentication, etc.
Without prejudice to any other
rights or remedies available to GoO/IFCAL, a company/Consortium may be disqualified and
its EoI dropped from further consideration for any of the reasons listed below :
§
Material misrepresentation
by such company/any member of such consortium whether in the EoI alongwith RFQ or
otherwise.
§
Failure by such
company/consortium to provide the information required to be provided in the EoI along
with RFQ pursuant to relevant sections of this PIM.
§
Submission of an EoI
alongwith RFQ in respect of any company/consortium, where such company or any member of
such consortium had already submitted an EoI or is a member of a consortium which has
already submitted an EoI.
If information becomes known after the interested party has
been qualified to receive the CIM which would
have entitled GoO/IFCAL to reject or disqualify the relevant company/consortium, GoO/IFCAL
reserves the right to reject the interested party at the time, or at any time after, such
information becomes known to GoO/IFCAL.
Where the interested party is a
Consortium, GoO/IFCAL may disqualify the entire consortium for any of the reasons set out
above, even if it applied to only one member of the consortium.
8.
Requests for clarification
Based on the EoI submitted by the
interested party(ies), GoO/IFCAL, advised by its advisers/consultants, will carry out an
evaluation of the qualifications of such interested party(ies). If at any time during the evaluation process, IDBI
requires any clarification in order to carry out the evaluation, it reserves the right to
request such information from any or all of the companies/consortia and the
companies/consortia will be obliged to respond to any reasonable request for such
information and to supply the same to IDBI within such reasonable timeframe as IDBI may
require.
9.
Further
Information/Clarifications
Any recipient of the PIM, who wishes to
seek further information/clarifications relating to the contents of this PIM or the
disinvestment process, may submit the same in writing to:
|
Mr.
K. Davidson
Dy.
General Manager |
Mr.
R.R. Chakrawarti,
General
Manager |
|
IDBI
Corporate Advisory Services Department, Industrial Development Bank of India,
IDBI
Tower, 14th Floor,
Cuffe
Parade,
Mumbai – 400 005, INDIA.
|
|
Tel
: +91-22-2155739 / 215 1757
Fax:
+91-22-218 1195 |
|
|
|
Mr.
S. Sahoo,
General
Manager |
|
Industrial
Development Bank of India,
IDBI
House,
Janpath,
Bhubaneswar
- 751 022. |
|
Tel.
: +91-0674-542153
Fax
: +91-0674-543442 |
Such
queries will be entertained only from interested party(ies) which have been furnished with
the PIM by the IDBI or its authorised agencies.
GoO/IFCAL/IDBI
reserves the right not to respond to
questions raised or provide clarifications sought, in its sole discretion, if it is
considered that it would be inappropriate to do so.
Nothing
in this section shall be taken or read as compelling or requiring GoO/IFCAL/IDBI to
respond to any question or to provide any clarification.
No extension of any time and date referred to in this PIM shall be granted
on the basis or grounds that GoO/IFCAL/IDBI has not responded to any question/provided any
clarification.
SECTION – III
FORMATS
I.
Expression of Interest
(To be forwarded on the letter head of the interested party(ies)/
leader/ member(s) of the consortium submitting the EoI).
Ref.
Date :
The Chief General
Manager,
Corporate Advisory Services Department,
Industrial Development Bank of India,
‘IDBI TOWER’, 14th Floor,
WTC Complex,
Cuffe Parade,
Mumbai – 400 005, INDIA
Sirs,
Expression of Interest (EoI) - Acquisition of
Shareholdings of IFCAL
Please refer to
the advertisement dated _________ of IDCOL Ferrochrome & Alloys Ltd./Preliminary
Information Memorandum (PIM) made available to us.
We have read and understood the contents of PIM and desirous of
participating in the above disinvestments process and for this purpose,
We propose to submit our EoI in individual capacity/
We have formed/propose to form a consortium comprising of the ___
members as follows:
1.
2.
3.
We believe that we/our consortium/proposed consortium satisfy the
eligibility criteria set out in the relevant sections of the PIM. The statement(s) of legal capacity and Request for
Qualification as per format(s), indicated in Section III Part II of PIM 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,
Authorized Signatory
For and on behalf of
II. Statement of
Legal Capacity
(To be forwarded on the letter head of the interested
party(ies)/member(s) of the consortium submitting the EoI).
Ref.
Date :
The Chief
General Manager,
Corporate Advisory Services Department,
Industrial Development Bank of India,
‘IDBI TOWER’, 14th Floor,
WTC Complex,
Cuffe Parade,
Mumbai – 400 005, INDIA
Sirs,
Expression of Interest (EoI) - Acquisition of
Shareholdings of IFCAL
We refer to the Preliminary Information Memorandum (PIM) which has
been made available to us. We have read and
understood the contents of PIM and pursuant to this hereby confirm that we satisfy the
eligibility criteria laid out in the PIM/we are a member of the consortium (constitution
of which has been described in the Expression of Interest) satisfy one/all the eligibility
criteria.
We have agreed that _________ will act as the leader of the
consortium and on our behalf and have been duly authorised to submit the EoI. Further, the
authorised signatory is vested with requisite powers to furnish such letter and Request
for Qualification and authenticate the same.
Yours faithfully,
Authorised Signatory
For and on behalf of
III.
Request for Qualification (RFQ)
(To be submitted in respect
of each Member of the consortia)
|
Name of the interested Party(ies)/Member(s) |
|
|
Constitution |
|
Public |
Sector |
|
Public Sector
|
|
|
|
Private Limited Co. |
|
|
Joint Sector
|
|
|
|
Co-op. Society |
|
|
Private Sector
|
|
|
|
Partnership |
|
|
Co-op. Sector
|
|
|
|
Proprietary Concern/ Individual |
|
|
Others
|
Nature of business/Products dealt with :
Date of incorporation
:
Date of commencement of business
:
Full address including Telephone Nos./Fax Nos.
Registered Office
Head Office
Address for communication
Nature of business
Basis of eligibility for participation in acquisition of
shares of IFCAL
(please mention details of your eligibility)
Please attach supporting documents e.g. Certified
Provisional/Audited Statement of Accounts/Annual Report.
Contact Persons
Yours faithfully,
Authorised Signatory
For and on behalf of
Place
:
Date
:
GOVERNMENT
OF ORISSA
DEPARTMENT OF PUBLIC ENTERPRISES
INVITATION FOR “EXPRESSION OF INTEREST”
FOR SALE OF IDCOL’S HOLDING IN
IDCOL FERROCHROME & ALLOYS LTD. (IFCAL)
This announcement is neither a prospectus
nor an offer or invitation to the public for sale of securities.
Government of Orissa, (GoO) intends to
disinvest 100% of the equity in IDCOL Ferrochrome & Alloys Ltd.(IFCAL), held by
Industrial Development Corporation of Orissa Ltd.(IDCOL), a GoO owned entity. Adam Smith
Institute is advisor to GoO for Public enterprise Reforms.
The Industrial Development Bank of
India(IDBI) has been appointed as Advisers to assist the GoO in the divestment of
IFCAL.
IFCAL is predominantly in the business of
manufacturing and selling High Carbon Ferro Chrome(HCFC) for which it has a manufacturing
facility at Jajpur Road(District Jajpur), Orissa, India with a capacity of 19,000 MT per
annum. For sourcing raw material, the company operates a captive chrome ore mine at
Tailangi in the Tehsil of Sukinda. The company has a record of good labour relations and
is well recognized for its quality product.
Additional information on IFCAL, including
the copy of the Preliminary Information Memorandum(PIM) can be accessed at the website
www.idcorissa.com or
www.orissagov.nic.in/pe/pe.htm or can be
obtained from The Chief General Manager, Corporate Advisory Services Department,
Industrial Development Bank of India, ‘IDBI TOWER’, 14th Floor, WTC
Complex, Cuffe Parade, Mumbai – 400 005,
INDIA, (Fax No.++91-22-218 1195).
Interested party(ies), either individually
or as a consortium, may submit their Expression of Interest(EOI) alongwith a Request for
Qualification (RFQ) and other related documents in the format specified for the purpose in
the PIM so as to reach the designated official specified in the PIM before
17.45
hours on December 10, 2002.
This announcement
is neither a prospectus nor an offer or invitation for sale of equity shares or any
securities to any institution/public. The GoO as well as IFCAL, IDCOL 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 assigning any reason whatsoever. No financial obligation, whatsoever, shall
accrue to GoO or IDCOL or IFCAL, in such an event.
Neither
GoO, IDCOL , IFCAL nor IDBI shall be responsible for non-receipt of correspondence sent by
post/courier/e-mail/fax.
GOVERNMENT OF ORISSA
DEPARTMENT OF PUBLIC ENTERPRISES
INVITATION FOR “EXPRESSION OF INTEREST”
FOR SALE OF IDCOL’S HOLDING IN
IDCOL FERROCHROME & ALLOYS LTD. (IFCAL)
The Government of Orissa (GoO) has, as a
part of disinvestment process, decided to disinvest 100% of the equity of IDCOL
Ferrochrome & Alloys Ltd.(IFCAL) to a Strategic Investor (SI) with the SI having
control to manage the affairs of the company.
Interested party(ies) may obtain detailed
advertisement from the Website of
www.idcorissa.com
or www.orissagov.nic.in/pe/pe.htm .
Last date for receipt of Expression of Interest is 1745 hours on December 10, 2002.
This announcement is neither a prospectus
nor an offer/invitation for sale of equity shares or any securities to any
institution/public.