TABLE OF CONTENTS

 

 

Disclaimer                                                                                  

submission of expression of interest                    

brief profile of EIL                                                                             

DISCLAIMER

 

1.                  The sole purpose of this PIM is to assist the recipient interested in being the ‘Strategic Investor’ to participate in the process leading to the proposed sale of 51% of the equity of EIL.

 

2.                  This document does not constitute an offer or invitation or solicitation of an offer, to subscribe to or purchase any securities.

 

3.                  While this document has been prepared in good faith, no representation or warranty, express or implied, is or will be made, and no responsibility or liability will be accepted by EIL, the GOI or any of their employees, advisors or agents as to or in relation to the accuracy or completeness of this document or any other oral or written information made available to any interested recipient or its advisors at any time during the disinvestment process and any liability thereof is hereby expressly disclaimed. Any liability is accordingly expressly disclaimed even if any loss or damage is caused by any act or omission on part of the aforesaid, whether negligent or otherwise.

 

4.                  Neither this document nor anything contained herein shall form a basis of any contract or commitment whatsoever. Any prospective purchaser will be required to acknowledge in the purchase contract that he has not relied on or been induced to enter such agreements by any representation or warranty, save as expressly set out in such an agreement.

 

5.                  This document is not intended to form the basis of any investment decision or any decision to purchase any securities. Accordingly, interested parties are advised to carry out their own due diligence, investigations and analysis of any information contained or referred to herein or made available at any stage in the disinvestment process.

 

6.                  EIL and GOI undertake no obligation to provide the recipient with any additional information or update this document and reserve the right, at any time and without notice, to change or modify the procedure or process for disinvestment, terminate the due diligence or negotiations or any part of or the entire disinvestment process.

 

7.                  This document has not been filed, registered or approved in any jurisdiction. Recipients of this document, particularly in jurisdictions outside India, should inform themselves of and observe any applicable legal requirements.

 

 

 

 

 

 

CHAPTER - 1

 

 

submission of expression of interest (EOI)

 

 

 

Introduction

 

1.1       Engineers India Limited (EIL) was incorporated in 1965 as a joint venture of the Government of India (51% share) and a foreign Company  (49 % share). In 1967, EIL became a wholly owned public sector undertaking of the Government of India. Presently, EIL is under the administrative control of Ministry of Petroleum & Natural Gas.

 

1.2       As a part of its disinvestment programme, the Government of India (GOI) intends to disinvest 51% equity in Engineers India Limited (EIL) to a Strategic Partner. GOI has also decided to disinvest 10% equity in EIL in favour of the employees of EIL at a concessional rate.

 

Advertisement inviting EOI

 

1.3       An advertisement has been issued in the newspapers inviting interested parties to submit their ‘Expression of Interest’ (EOI) to participate in the disinvestment process, a copy of which is enclosed as Annexure I.

 

Format and submission of EOI

 

1.4       Expression of Interest may be submitted by domestic/international companies (whether currently existing or to be formed specifically to participate in the joint venture formation process), either individually or as a consortium, for holding 51% equity of EIL.

 

1.5       The interested parties should submit, in duplicate, the EOI as per Annexure II accompanied by the ‘Request for Qualification’ (RFQ), duly signed by the interested party(ies)/designated lead bidder of the consortium.  However, the RFQ 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- III should be duly filled in and accompanied by the following details:

 

Ø      In case of a sole bidder

·                    The Audited Balance Sheet and Profit & Loss Account of the sole bidder (Indian company/Foreign company) for the last 3 financial years

 

 

·                    Write-up on:

·                    Profile of the sole bidder

·                     A statement of reasons for strategic interest in EIL

·                     Any other information considered material

 

Ø      In case of a consortium bid

·                    The audited Balance Sheet and the Profit & Loss Account for the last 3 financial years of the lead bidder and other member companies associated in the bid.

 

·                    Write-up on:

·                    Lead bidder

·                    Profile of the lead bidder

·                    A statement of reasons for strategic interest in EIL

·                    Any other information considered material by the lead bidder

 

·                    Other member companies

·                    Profile of member companies in the consortium

·                    Any other information considered material

 

1.6       Any change by way of withdrawal/substitution of any member of the consortium or any change affecting the composition of the consortium may be permitted up to the stage of submission of financial bid. GOI have 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.

 

1.7       Both EOI and RFQ must be in English and each copy should be bound in a separate volume.  Submission of the aforesaid documents by electronic means will not be acceptable.  The EOI and RFQ duly completed along with the details should be submitted not later than 17.00 Hrs. (IST) on 17^th May 2002 in a sealed envelope superscribed “Private and Confidential – Expression of Interest for EIL” at the following address:

Shri P.K. Basu

Joint Secretary

Ministry of Disinvestment

2^nd Floor, Block No.11

CGO Complex

New Delhi-110 003

Tel:  91-11-4366523

Fax: 91-11-4366524

E-Mail: pkbasu@nic.in

Pre qualification criteria

 

1.8       The interested party(ies) should have a combined networth  in excess of Rs.3000 million as per the latest audited annual accounts and a satisfactory business and management track record.

 

1.9       In the case of consortium bid, the networth of only those members of the consortium shall be counted who propose to take at least 10% of the equity stake in the company promoted/to be promoted by the consortium members for acquiring 51% equity in Engineers India Limited.

 

1.10    Where the financial statement is expressed in 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.

 

1.11    Definition of Networth

 

Networth =      Equity Share Capital + Reserves & Surplus (excluding Revaluation Reserve)

                        As per Part I of Schedule VI of the Companies Act, 1956 (Vertical Form of Balance Sheet)

 

Disqualifications

 

1.12    Without prejudice, 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/member of consortium in the EOI and/or RFQ.

 

·                    Failure by such company/consortium to provide the information required to be provided in the EOI and RFQ, and

 

·                    Submission of EOI and RFQ in respect of any company/ consortium, where such company or member had already submitted an EOI or is a member of a consortium, which has already submitted an EOI.

 

1.13    If any information becomes known after the interested party has been qualified to receive the information memorandum which would have entitled Government of India/EIL to reject or disqualify the relevant company/consortium, Government of India/EIL reserves the right to reject the interested party at the time or at any time after such information becomes known to GOI or EIL.  GOI shall not consider for the purpose of qualification of EOI, which has been found to be incomplete in content or attachments or authenticity.

 

1.14    Further, Government of India issued guidelines for disqualification of bidders seeking to acquire any public sector enterprises through the process of disinvestment vide Department of Disinvestment OM No.6/4/2001-DD-II dated 13^th July 2001, a copy of which is enclosed as Annexure-IV.  The interested party(ies) are required to read the guidelines and satisfy themselves that they are qualified to bid for the stake in EIL through the process of disinvestment and give an undertaking to the effect that they are qualified to bid for the stake in EIL in the Expression of Interest to be submitted by them.  Further, interested parties would be required to provide the information on the criteria, laid down in the guidelines of 13.7.2001 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 provided along with EOI.

 

1.15    Where the interested party is a consortium, GOI may disqualify the entire consortium for any of the reasons specified above, even if it applied to only one member of the consortium.

 

1.16    The companies/consortia not satisfying the eligibility and requisite qualification criteria specified in the above sections are not eligible.

 

1.17    The EOI submitted by interested parties shall be evaluated on the basis of the criteria specified elsewhere in this document.  If at any time during the evaluation process, GOI require any clarification, it reserves the right to request such information from any or all of the companies/consortia and the companies/consortia will be obliged to provide the same within reasonable time frame.

 

1.18    This document constitutes no form of commitment on the part of the GOI other than to provide further information on EIL. Furthermore, this document confers neither the right nor an expectation on any party to participate in the proposed divestment process. The GOI reserves the right to withdraw from the process or any part thereof or vary any terms at any time without assigning any reasons. The GOI reserves the right to accept or reject any /all offer(s) without assigning any reasons.  No financial obligation whatsoever shall accrue to GoI in such an event.  GoI shall not be responsible for any non-receipt of correspondence send by post/courier/e-mail/fax.

 

Future Process

 

1.19    Based on an evaluation of EOIs received, interested parties, which are deemed fit (“qualified interested parties” “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 due diligence and take up site visits and will also have access to data rooms and hold discussions with the management of EIL/officials of Ministry of Petroleum & Natural Gas/Ministry of Disinvestment, Government of India.  The rules regarding access to information in the data rooms will be provided to QIPs later.  QIPs will be invited to submit their proposal and a binding price bid.

 

Governing Laws/Jurisdiction

           

1.20    The laws of Union of India shall govern all matters relating to the joint venture formation process and the bidding procedure.  Only Courts at New Delhi (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 joint venture participation.

CHAPTER - 2

 

 

BRIEF PROFILE OF ENGINEERS INDIA LIMITED

 

 

Background

 

 

2.1       The foundation of consultancy profession in India was laid soon after independence.  The sixties saw the advent of major consultancy and engineering organisations in the country with the setting up of a number of design and engineering organisations both in the private sector as well as public sector.   Of these, Engineers India Ltd. (EIL) was the most prominent which was created in 1965 as a joint venture of Government of India (holding 51% shares) and a foreign Company (holding 49% shares) to provide engineering and related services for petroleum and other industrial projects.  In 1967, EIL became a wholly owned Government of India Undertaking.

 

2.2       EIL has been serving the process industry since its incorporation in 1965 by providing a complete range of project services. Initially, it started with engineering work for petroleum refineries and diversified, over the years, to add other fields of activity as well as other services. In response to the changing business environment, Engineers India went through several stages of development and has gradually evolved into an engineering company serving a wide range of process industries including petroleum refineries, petrochemicals, oil and gas processing projects, pipelines, offshore platforms, fertilizers and metallurgical industries providing a complete range of project services. The development of downstream petrochemical industry and the offshore oil production in the Bombay High, led EIL to diversify into petrochemicals, pipelines, fertilizers, offshore platforms & structures and subsequently, in the second stage, into oil and gas production systems (LPG recovery, sweetening, etc.). In the third stage of evolution, EIL further diversified into Aluminium and chemicals and strengthened its services by moving into provision of process design/engineering, technology development and in-house R&D facilities. It also developed/augmented specialised skills in the areas of equipment design as well as process plant services such as operations, materials, safety, environmental engineering and advanced controls. Subsequently, with the entry of multinational engineering companies into India, EIL concentrated on improvements in design and engineering provided through computerisation, networking, opening of regional offices, ISO-9001 certification for quality, formation of joint venture companies and subsidiaries, etc. Side by side, towards late seventies, EIL also diversified into overseas markets and by early nineties, its overseas operations became sizeable.

 

2.3       EIL has a place of pride in the consultancy industry and has enviable brand equity in the domestic market.  It has done pioneering work in setting up mega projects in the country, the like of which had not been undertaken by any other Indian Company in the past.  In the past 37 years it has had excellent opportunities of working on a vast variety of projects and it goes to the credit of the company to have successfully met the challenges.

 

2.4       EIL has also creditably worked abroad in several countries of the West Asia, North Africa and South East Asia including Algeria, Bahrain, Iran, Iraq, Korea, Kuwait, Malaysia, Norway, Qatar, Saudi Arabia, Sri Lanka, UAE and Vietnam. Overseas business undertaken by EIL includes technical assistance for pipeline and petrochemical projects in Iraq, project management consultancy in Algeria, pipeline projects in Abu Dhabi, managing contractor’s services in Iran, specialist services in Kuwait, offshore projects in Qatar, Vietnam and Norway, engineering services in Saudi Arabia, Project Management Consultancy in Malaysia.

 

2.5       Over the years, EIL's services have been recognised by a number of professional bodies besides its clients and associates which is evident from the number of awards won by it for technology development, exports, process design, energy conservation, corporate performance, safety etc.

 

 

2.6       Corporate and Regional Offices

 

EIL has its Registered Office at EI Bhavan, 1, Bhikaiji Cama Place, New Delhi – 110 066. 

 

The Network of EIL office comprises:

·                    Head Office at New Delhi

·                    R&D Centre at Gurgaon (Haryana)

·                    Regional Engineering Office in Chennai and Vadodara

·                    Branch Offices in Calcutta and Mumbai

·                    Inspection/Procurement Office in India and in London and

·                    Construction Offices at project sites in India and abroad.

 

 

2.7       Key strengths of EIL

 

Amongst EIL's strengths are its being engaged in a high growth segment of petroleum and related industries, its `number one' status in India as an engineering company, its sound financial track record, the advantage of its diverse interest areas, large human resources, comprehensive range of services, long reference list, professional approach and its ability to manage crisis should that arise.

 

 

2.8       Business Activities

 

EIL provides a complete range of project services as follows:

 

Range of Services

 

·                    Feasibility Studies

·                    Detailed Project Reports

·                    Project Management

·                    Planning and Scheduling

·                    Cost Engineering

·                    Process Design

·                    Detailed Engineering

·                    Procurement

·                    Construction Management

·                    Commissioning & Plant Start-up Assistance

·                    Heat and Mass Transfer Equipment Design

·                    Environmental Engineering

·                    Information Technology Services

·                    Specialist Materials and Maintenance Services

·                    Energy Conservation

·                    Risk Analysis

·                    Advanced Control and Optimisation

 

Areas of Operations

 

·                    Petroleum Refineries

·                    Pipelines

·                    Oil & Gas Processing

·                    Petrochemicals

·                    Offshore Structures & Platforms

·                    Ports & Terminals

·                    Metallurgy

·                    Fertilizers

·                    Power

 

 

 

 

2.9       EIL is diversifying into several new areas including Highways & Bridges, IT, Airports, Mass Rapid Transport Systems, Ports & Terminals, Power Projects, Non-conventional/ Renewable Energy Sources, Specialist Materials & Maintenance Services, Intelligent Building and related Works.

 

 

List of Major Projects undertaken recently

 

 

S.No.	PROJECT	CLIENT
1.	FCC Unit at Halida Refinery	IOCL
2.	Gasoline Production Facilities at Jebel Ali Free Zone, Dubai	ISO OCTANE CO.
3.	Gas Pipeline for LANCO Power Project	GAIL
4.	Water Injection Pipeline Replacement Project	ONGC
5.	LPG Plant at Gandhar	GAIL
6.	Jhannore-Gandhar Pipeline Project	GAIL
7.	KG Basin Phase III Pipeline	GAIL
8.	HBJ Pipeline Upgradation	GAIL
9.	Mumbai-Manmad Pipeline Extn.	BPCL
10.	Mundra –Bhatinda Crude Oil Pipeline	HPCL
11.	Para-Xylene & PTA Project at Panipat	IOCL
12.	Hydrocracker Unit at Mumbai Refinery	BPCL
13.	Mumbai High North Field Clamp-on Structure Project	ONGC
14.	MNW Platform Project	ONGC
15.	6 MTPA Mumbai Refinery Modernisation	BPCL
16.	Panipat Refinery Expansion	IOCL
17.	Eastern India Refinery at Paradip	IOCL
18.	FCC Revamp at Mumbai Refinery	BPCL
19.	Improvement of Refinery Heaters & Boiler Thermal Efficiency	KNPC
20.	9 MTPA Refinery at Vadinar	Essar Oil
21.	6 MTPA Refinery at Panipat	IOCL
22.	3 MTPA Refinery at Numaligarh	NRL
23.	Additional Gas Pipelines between ONGC Hazira and IPCL Dahej	IPCL
24.	Mangalore-Bangalore Multi-product Pipeline	HPCL
25.	Vizag-Vijayawada-Secunderabad Pipeline	HPCL
26.	KG Basin Pipeline Phase II	GAIL
27.	Cochin-Coimbatore-Karur Multi-product Pipeline	Petronet CKK
28.	Maqta-Taweelah-Jabel Ali Gas Pipeline	NPCC Abu Dhabi
29.	Integrated Offsites Project	Haldia Petrochemicals
30.	Petrochemicals Complex at Halida	Haldia Petrochemicals
31.	HDPE/LLDPE Expansion at Maharashtra Gas Cracker Complex	IPCL
32.	Gandhar Petrochemicals Complex	GAIL
33.	Auraiya Petrochemicals Complex	GAIL
34.	Bandhar-Imam Petrochemicals Complex	NPC Iran
35.	Tabriz Petrochemicals Complex	TABRIZ P’CHEMICALS CO. IRAN
36.	BHN Revamp Mumbai High North Field	ONGC
37.	Topside Modifications for Mumbai High Pipeline Replacement	ONGC
38.	Pipeline & Platform Modification at Mumbai High	ONGC
39.	Rampura-Agucha Mines & Beneficiations Plant Expansion	HZL
40.	DHDS Project, Chennai	CPCL
41.	DHDS Project, Mumbai	BPCL
42.	N.R. Marketing Terminal (without Automation)	NRL
43.	Numaligarh Ref. Project (HCU & SRU Excl. CCU)	NRL
44.	DHDS Project, Baroda	IOCL
45.	DHDS Project, Panipat	IOCL
46.	DHDS Project, Mathura	IOCL
47.	DHDS Project, Kochi	KRL
48.	DHDS Project, Haldia	IOCL
49.	Gas Cracker-GPC, Dahej	IPCL
50.	Vizag. Ref. Expn. Project (CDU/VDU & Offsites only)	HPCL
51.	EO/EG Unit Ph-II, Dahej	IPCL
52.	Ethane Propane Rec. Dahej	IPCL
53.	MRPL Expn. Phase II, Mangalore	TEC
54.	LPG Rec. Project, Pata	GAIL
55.	DHDS, Vizag	HPCL
56.	DHDS, Mumbai	HPCL
57.	Gas Lift Facilities, Gandhar	ONGC
58.	Propylene Separation Unit, Panipat	IOCL
59.	PPM Project, Mumbai High	ONGC
60.	Metgas Pipeline Project/Dabhol to Kirat	METGAS
61.	Expansion of Bauxite Mines & Alumina Refinery, Damanjodi	NALCO
62.	CRMP-II Project, Mumbai	ONGC
63.	Chemical Port Terminal, Dahej	GCPTCL
64.	Jamnagar-Loni Pipeline, Jamnagar	GAIL
65.	Gas Processing Complex, Gandhar	GAIL
66.	Water Injection Pipelines Replacement Project (Phase-I), Mumbai	ONGC
67.	Bauxite Mines & Alumina Refinery (Third Stream) Expansion, Damanjodi	NALCO
68.	FCCU - Utilities & Offsites Facilities, Haldia Refinery	IOCL
69.	Barauni Refinery Expansion Project (FCC & DHDT), Barauni	IOCL
70.	CDU/VDU Unit for CPCL Ref-III Expansion Project, Chennai	CPCL
71.	LANCO Gas Pipeline Project, Narasapur – palli	GAIL

2.10    EIL's Client Profile

 

(a)       In India, the major clients of EIL include the following:

 

-        Bharat Petroleum Corporation Limited

-        Bongaigaon Refinery and Petrochemicals Ltd.

-        Chennai Petroleum Corporation Ltd.

-        Kochi Refineries Ltd.

-        Gas Authority of India Ltd.

-        Gujarat State Fertilizer Company

-        Gujarat Narmada Valley Fertilizer Company

-        Gujarat Chemicals Ltd.

-        Haldia Petrochemicals Ltd.

-        Hindustan Paper Corporation Ltd.

-        Hindustan Petroleum Corporation Ltd.

-        Hindustan Shipyard Ltd.

-        Hindustan Zinc Ltd.

-        Indian Navy

-        Indian Oil Corporation Ltd.

-        Indian Petrochemicals Corporation Ltd.

-        Department of Atomic Energy

-        Department of Ocean Development

-        Mazagon Dock Ltd.

-        National Thermal Power Corporation Ltd.

-        National Aluminium Company Ltd.

-        National Fertilizer Limited

-        Numaligarh Refineries Limited

-        Oil & Natural Gas Corporation Ltd.

-        Bharat Oman Refineries Ltd.

-        IFFCO

-        Mangalore Fertilizers

-        Larsen & Toubro

-        Mangalore Refineries & Petrochemicals Ltd.

-        NOCIL

-        Nagarjuna Fertilizers Ltd.

-        Polyolefin Industries Ltd.

-        Reliance Industries Ltd.

-        Shri Ambuja Petrochemicals

-        Stone & Webster (India) Ltd.

-        SPIC

-        Tamilnadu Petro Products Ltd.

-        Utkal Alumina Ltd.

-        Zuari Agro Ltd.

 

 

(b)       Overseas clients of EIL include:

 

-        ADCO & ADNOC, Abu Dhabi

-        Aker Engg. Norway

-        BAPCO, BANACO & BANA GAS, Bahrain

-        Bouygues Offshroe, France

-        Ceylon Petroleum Corporation, Sri Lanka

-        Kuwait National Petroleum Company, Kuwait

-        Khorassan Petrochemicals, Iran

-        NPCC, Abu Dhabi

-        National Petrochemical Company, Iran

-        Petronas, Malaysia

-        Petrovietnam, Vietnam

-        Qatar Petroleum Company, Qatar

-        Samsung Heavy Industries, Korea

-        SONATRACH, Algeria

-        Toyo Engg. Japan

-        Tabriz Petrochemicals Company, Iran

 

 

2.11    Technological Collaborations/Tie-Ups

 

(a)       EIL has entered into a number of collaborations to remain technically competent and also gain a competitive and/or technological edge in the evolving competitive business environment both in the national and international markets.

 

(b)       Technical collaboration/cooperation agreements have been entered into with global technology leaders which include the world renowned Exxon Mobil Research & Engineering Company, USA for controlling No_x emission from flue gases; with Belco Technologies, USA for EDV Wet Scrubber technology for flue gas de-sulphurisation for process heaters and a strategic exclusive agreement with Aspen Tech for its globally leading Advance Process Control Technology for the Indian process industry.

 

(c)        Business cooperation agreements with organisations entered into include the strategic alliances with Foster Wheeler, Italiana for refinery residue based power plants, with KEMA, Netherlands for renovation/modernisation and life extension studies of existing plants, with Yokogawa for Offsites Automation, Delta Hudson for Sulphur Recovery, Aker Engineering for Deep Water Technology and with Kellogg Brown & Root, Houston, USA for LNG projects.

 

 

2.12    Manpower

 

Engineers India has one of the most diversify skilled engineering work force in this region.  It has engineers, technologists and specialist having graduate and higher qualifications in various disciplines of engineering, technology, business administration, etc.  Engineers India has about four million manhours available annually in its Design Offices along with about 10,000 man months of construction management services per annum. The manpower strength of EIL as on 28^th February 2002 was 3262.

 

 

 

 

 

2.13    FINANCIAL

 

(a)       Equity Base

 

1.                  EIL’s present authorised share capital is Rs. 1000 million consisting of 100,000,000 Equity Shares of Rs. 10/- each.

 

2.         The paid up share capital as on March 31, 2001 was Rs.561 million.  Details of the authorized, issued and paid-up capital along with the shareholding pattern is given in the following table.

 

EQUITY BASE

 

Rupees in Millions

 

SHARE CAPITAL	AS ON 31.3.2001
AUTHORISED 100,000,000 (100,000,000) EQUITY SHARES OF RS.10 EACH	1,000
ISSUED 56196600 (56196600) EQUITY SHARES OF RS.10 EACH	562
SUBSCRIBED AND PAID UP 56,157,400 (56,157,400) EQUITY SHARES OF RS.10 EACH FULLY PAID UP	561
SHAREHOLDING PATTERN AS ON 31.3.2001
GOI	90.395%
MUTUAL FUNDS	0.772%
BANKS, FINANCIAL INSTITUTIONS & INSURANCE CO.	3.139%
PRIVATE CORPORATE BODIES	0.547%
INDIAN PUBLIC	5.144%
NRIs/OCB	0.003%
TOTAL	100.000%

 

 

(b)       Profitability

 

1.         Engineers India Ltd. has been earning Profits for last several years.  Profit After Tax for the year ending 31.03.2001 has been Rs.1239 million.

 

2.         Summary of EIL’s Balance Sheet and Profit and Loss Account for the last three years is given below.

 

 

 

Balance Sheet

 

(Rs. in Million)

 

 

 

 

 

 

 

 

Profit and Loss Account

 

(Rs. in Million)

 

ANNEXURE - I

GOVERNMENT OF INDIA

MINISTRY OF DISINVESTMENT

 

Strategic Sale of shareholding in Engineers India Limited (EIL)

 

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

 

Expression of Interest

 

Government of India (GoI) intends to disinvest 51% of the equity share capital of Engineers India Limited (EIL) through strategic sale with transfer of management control. GoI currently holds 90.40% of the equity share capital of EIL. The Advisors for the transaction are under appointment separately. 

 

Engineers India Limited (EIL) is a leading consultancy and engineering company, serving a wide range of process industries by providing a complete range of project services. The net turnover of the company through services rendered for the year 2000-01 was Rs.7876 million and the profit after tax for the year 2000-01 was Rs.1239 million.

 

Company(ies)/Joint Venture(s)/Consortium(s) (incorporated or to be incorporated) interested in participating in the proposed disinvestment  (Interested Parties) are required to submit Expression of Interest (EOI) at the under mentioned address, not later than 17.00 hours on 17^th May 2002.

 

Preliminary Information Memorandum (PIM) containing further information about EIL, qualification requirements, formats for EOI and RFQ, etc. can be obtained from the under mentioned officer or accessed at  www.divest.nic.in/       or          www.engineersindia.com

 

Shri P.K. Basu

Joint Secretary

Ministry of Disinvestment

2^nd Floor, Block No.11

CGO Complex

New Delhi-110 003

Tel:  91-11-4366523

Fax: 91-11-4366524

E-Mail: pkbasu@nic.in

           

GoI 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 GoI/EIL in such an event Neither GoI nor EIL shall be responsible for non receipt of correspondence sent by post / courier/ e-mail/ fax

ANNEXURE - II

 

EXPRESSION OF INTEREST

 

(To be forwarded on the letterhead of the interested party(ies)/lead

bidder/member(s) of the consortium submitting the EOI)

 

Reference No.______________                                                  Date ___________

 

 

 

EXPRESSION OF INTEREST FOR STRATEGIC PARTNER IN EIL

 

Sir,

 

This is with reference to the advertisement dated ________ inviting Expression of Interest for Engineers India Limited (EIL).

 

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 disinvestment process, and for this purpose:

 

We propose to submit our EOI in individual capacity as __________________

 

We have formed/propose to form a consortium comprising of ____members as follows:

 

1.         ____________________________

2.         ____________________________

3.         ____________________________

 

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 13^th July 2001. 

 

We certify that in regard to matters other than security and integrity of the country, 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 manage the public sector unit when it is disinvested 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 the country, we have not been chargesheeted by any agency of the Government/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 disinvestment process, we are attracted by the provisions of disqualification in terms of the subject guidelines, we would intimate the Ministry of Disinvestment of the same immediately.

 

The Request of Qualification as per format duly signed by us/respective members, who jointly satisfy the eligibility criteria, is enclosed.

 

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

 

 

Yours faithfully,

 

 

Authorised Signatory

For and on behalf of

 

Enclosure: Request for Qualification                                                         

 

 

 

ANNEXURE - III

 

REQUEST FOR QUALIFICATION

 

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

 

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

 

Constitution (Tick, wherever applicable)         Sector (Tick, wherever applicable)

 

Public Limited Company	_________
Private Limited Company	_________
Public Sector	_________
Joint Sector	_________
Others, If any	_________

 

 

-           Nature of business/products dealt with                   :____________

-           Date of incorporation                                                :____________

-           Date of commencement of business                      :____________

-           Full address including phone No./fax No.               :____________

-           Registered Office                                                      :____________

-           Head Office                                                                :____________

-           Address for correspondence                                   :____________

 

Basis of eligibility for participation in the process for induction of Strategic Partner (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 :

 

 

ANNEXURE - IV

 

No. 6/4/2001-DD-II

Government of India

Ministry of Disinvestment

Block 14, CGO Complex

New Delhi.

Dated 13^th July, 2001.

 

 

OFFICE MEMORANDUM

 

Sub:    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.

 

-sd/-

(A.K. Tewari)

Under Secretary to the Government of India

 

To

As per list attached.