PRELIMINARY INFORMATION

MEMORANDUM

(PIM)

 

of

  

TIDEWATER OIL COMPANY (INDIA) LIMITED

(TWOL)

 

 

^{1.   Disclaimer}

A.        This document being the Preliminary Information Memorandum (“PIM”) has been prepared and issued by M/s. A. F. Ferguson & Co. (“AFF”) on behalf of Andrew Yule & Company Limited (“AYCL”), United India Insurance Company Limited (“UII”) and Life Insurance Corporation of India (“LIC”), in connection with the proposed disinvestment by AYCL, UII and LIC (collectively the “Sellers”) of 41.98% of the issued and paid up equity share capital of Tide Water Oil Company (India) Limited (“TWOL”) to a “Strategic Investor”. AFF has been retained as advisors to the Sellers for the proposed disinvestment process and matters relating thereto.

B.         The PIM has been prepared on the basis of information and explanations provided by AYCL and TWOL and the audited accounts of TWOL. AFF has not independently verified the same.. The sole purpose of this PIM is to assist the recipient interested in being the Strategic Investor to participate in the aforesaid disinvestment process.

C.        This PIM is not intended to form the basis of any investment decision or any decision to purchase any securities of TWOL or any decision to participate in the disinvestment process. It does not constitute a prospectus or an offer or invitation or solicitation of an offer, to subscribe to or purchase any securities of TWOL.

D.        While this PIM 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 the Sellers, TWOL or AFF 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.

E.         Neither this PIM nor anything contained herein shall form a basis of any contract or commitment whatsoever.

F.         The interested parties are advised to carry out their own due diligence, investigations and analysis of any and all information relating to TWOL and otherwise as may be relevant for the proposed disinvestment including information contained or referred to herein or made available at any stage during the disinvestment process.

G.        The Sellers, TWOL and AFF 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.

H.        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.

^{2. Submission of Expression Of Interest (EOI)}

2.1    Introduction

 

2.1.1    Tide Water Oil Company (India) Limited (“TWOL”) is a public limited company primarily engaged in the business of manufacture and marketing of industrial and automotive lubricants and grease. The issued and paid up share capital of TWOL is Rs. 8.71 million comprising of 871,200 shares of Rs. 10/- each. 

2.1.2    Andrew Yule & Company Limited (“AYCL”), a government company under the administrative control of the Ministry of Heavy Industries and Public Enterprises, Government of India, holds directly and through its group companies 27.71% of the issued and paid up equity share capital of TWOL. United India Insurance Company Limited (“UII”) and Life Insurance Corporation of India (“LIC”) hold 10.04% and 4.23% respectively in the issued and paid up equity share capital of TWOL.

2.1.3        In line with the decision of Government of India, vide their OM 10/54/2001-PE-I dated 26 September 2001, AYCL has decided to sell its equity shareholding in TWOL to a Strategic Investor. UII and LIC have agreed to join AYCL in the disinvestment process by selling their equity shareholding in TWOL to the Strategic Investor. Accordingly, in terms of the disinvestment process the Strategic Investor would have to acquire from AYCL group, UII and LIC (collectively the “Sellers”) 41.98% of the issued and paid up equity share capital of TWOL (“Transaction Shares”). The Transaction Shares comprise of 27.71% of TWOL shares held by AYCL group, 10.04% of TWOL shares held by UII and 4.23% of TWOL shares held by LIC. Amongst the Sellers, AYCL shall be the lead member.

 

2.2    Advertisement inviting EOI

2.2.1        An advertisement has been issued in the newspapers inviting interested parties to submit their Expression of Interest to participate in the disinvestment process of TWOL, a copy of which advertisement is enclosed as Annexure I.

 

2.3    Pre Qualification Criteria

2.3.1    The interested party (ies) must have:

I           Annual Turnover in excess of Rs. 1750 millions as per the latest annual accounts and a satisfactory business and management track record.

                                                AND

II          Net Worth (excluding revaluation reserves) of over Rs. 600 millions

a.         For a consortium bid, the combined Annual Turnover and Net Worth of the constituent entities of the consortium should meet the above mentioned eligibility criteria No. I & II respectively, to participate in the proposed transaction.

b.         In case of a consortium bid, the leader of the consortium should meet at least 51% of the above mentioned eligibility criterion No. I & II.

c.         Definition

(i)          Net Worth = Equity Share Capital + Free Reserves (excluding revaluation reserves)

(ii)          Turnover = Turnover net of excise duty and excluding trading turnover. Where Turnover in the Annual Accounts is inclusive of excise duty , a statement showing Turnover net of excise duty to be provided by the bidder.

2.3.2    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.

2.3.3        Interested parties should note that the Strategic Investor would have to comply with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of shares and takeovers) Regulations 1997, as amended, (“Takeover Regulations”), which includes a requirement for the Strategic Investor to acquire shares of TWOL by making a public offer to acquire further shares of TWOL in accordance with the Takeover Regulations. For further details, interested parties may refer to the Takeover Regulations in this regard.

 

2.4    Format and submission of EOI

 

2.4.1    Expression of Interest may be submitted by domestic / international companies (whether currently existing or to be formed specifically to acquire the Transaction Shares), either individually or as a consortium.

2.4.2    The Expression of Interest (“EOI”) to be submitted by the interested parties shall comprise of (i) an “Expression of Interest Letter” as per Annexure II; (ii) a “Statement of Legal Capacity” as per Annexure III; and (iii) the ‘Request for Qualification’ (“RFQ”) as per Annexure- IV.  The Expression of Interest Letter shall be duly signed by the interested party(ies)/designated lead bidder of the consortium. However, the Statement of Legal Capacity and the RFQ will have to be submitted by each member of the consortium duly signed by an authorised official of the member. The RFQ should be duly filled in and be accompanied by the following details/documents:

·        In case of a sole bidder

·        The Audited Balance Sheet and Profit & Loss Account of the sole bidder for the last 3 financial years

·        Write-up on:

a.       Profile of the sole bidder

b.      A statement of reasons for strategic interest in TWOL

c.       Any other information considered material

·        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:

a.       Lead bidder

i.         Profile of the lead bidder

ii.       A statement of reasons for strategic interest in TWOL

iii.      Any other information considered material by the lead bidder

 

b.      Other member companies

 

i.         Profile of member companies in the consortium

ii.       A statement of reasons for strategic interest in TWOL

iii.      Any other information considered material

 

2.4.3    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 with the prior written consent of AYCL up to the stage of submission of financial bid. AYCL shall 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.

2.4.4        The EOI and all the documents accompanying it should be written in English.  In the event any document is not in English, a true copy of such document in English shall be enclosed as part of EOI. Submission of the EOI or any documents thereof by fax, e-mail or any other electronic means will not be acceptable.  The EOI duly completed should be submitted not later than 17.30 Hrs. (IST) on June 3, 2002 in a sealed envelope superscribed “Private and Confidential – Expression of Interest for TWOL” at any of the following addresses:

               Mr. E. A. Kshirsagar                      Mr. Kamlesh Mittal

               Director-in-charge                             Director

               A. F. Ferguson & Co.                       A.F Ferguson & Co.

               11th Floor, Express Towers               Hansalaya, 4^th Floor

               Nariman Point                                   Barakhamba Road

               Mumbai- 400 021                             New Delhi 110001

 

2.5 Disqualifications

 

2.5.1    Without prejudice, a company/consortium may be disqualified and its EOI rejected for any of the reasons listed below:

·                    Material misrepresentation by such company/member of consortium in the EOI;

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

·                    Submission of EOI 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.

2.5.2    If any information becomes known to the Sellers after the interested party has been qualified to receive the confidential information memorandum and participate further in the disinvestment process, which would have entitled AYCL to reject or disqualify the relevant company / consortium, AYCL reserves the right to reject the interested party at the time or at any time after such information becomes known to the Sellers. AYCL shall not consider for the purpose of qualification, an EOI, which has been found to be incomplete in content or attachments or authenticity.

2.5.3    The Government of India has 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 13th July 2001 and clarification issued on 10^th January 2002, as may be modified from time to time (“Eligibility Guideline”).  A copy of the Eligibility Guideline is enclosed as Annexure-V.  The interested party(ies) are required to read the Eligibility Guidelines and satisfy themselves that they are qualified to bid for the stake in TWOL through the process of disinvestment and give an undertaking to the effect that they are qualified to bid for the stake in TWOL along with the Expression of Interest to be submitted by them. Interested parties would be required to provide certain information on the criteria laid down in the Eligibility Guidelines along with their Expressions of Interest.  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 criterion also, a similar undertaking shall be provided along with EOI.

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

2.5.5    The companies/consortia not satisfying the eligibility and requisite qualification criteria specified in the above sections are not eligible to participate in the disinvestment process of TWOL.

2.5.6    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, AFF and/or AYCL requires 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 the time frame so specified by AFF and/or AYCL.

2.5.7    This document constitutes no form of commitment on the part of AFF or the Sellers other than to provide certain additional information about TWOL to the interested parties if so requested by them. Furthermore, this document confers neither the right nor an expectation on any party to participate in the proposed divestment process. AYCL, on its and on behalf of the Sellers, reserve the right to withdraw from the disinvestment process or any part thereof or vary any terms at any time without assigning any reasons. AYCL reserves the right to accept or reject any /all offer(s) without assigning any reasons.

 

2.6    Future Process

2.6.1    Based on an evaluation of the EOI received, the interested parties which are evaluated to be qualified  (“qualified interested parties” “QIP”), will be shortlisted to participate in the subsequent selection process (without conferring any right or expectation whatsoever on the QIPs).  QIP will be provided with the Confidential Information Memorandum (“CIM”), upon executing a confidentiality undertaking, 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 the dataroom and hold discussions with the management of TWOL. The rules regarding access to information in the dataroom will be provided to QIPs later. QIPs will be subsequently invited to submit their proposal and a binding price bid.

 

2.7    Enquiries

2.7.1    AYCL (for itself and on behalf of the Sellers) and AFF reserve the right not to respond to questions raised or provide clarifications sought, in their sole discretion, if it is considered that it would be inappropriate to do so. Nothing in this document shall be taken or read as compelling or requiring the AYCL and/or AFF 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 AYCL and/or AFF has not responded to any question/ provided any clarification.

 

2.8    Governing Laws/Jurisdiction

2.8.1    The laws of Union of India shall govern all matters relating to the bidding procedure and the disinvestment process in TWOL. The Courts at Kolkata (with exclusion of all other Courts) shall have exclusive jurisdiction to decide or adjudicate on any and all matters, which may arise out of or in connection with the bidding procedure and the disinvestment process in TWOL. 

^{3. Brief profile of TWOL}

3.1           Introduction

 

3.1.1    TWOL is a public limited company primarily engaged in the business of manufacture and marketing of lubricants and greases used in the automotive and industrial segments. The registered office is situated in Kolkata, West Bengal. TWOL was incorporated as Eastern Oil Products Limited on 26th October 1921 under the Companies Act 1913. On January 11th 1928, the name of the company was changed to its current name.

3.1.2    Presently AYCL holds directly 26.22% and through its group companies 1.49%, of the issued and paid up  equity share capital of TWOL and also has management control in TWOL.

 

3.2    Products and Brand

3.2.1    The major product brands of TWOL are “Veedol” and “Nippon Mitsubishi”.The product range of TWOL includes automotive lubricants (engine oils, gear oils, transmission oils), industrial lubricants (hydraulic oils, superclean hydraulic oils, gear oils, specialty lubricants) and automotive and industrial greases.

3.3    Corporate and Regional offices

3.3.1    TWOL’s corporate office is located at Kolkata, West Bengal (India). TWOL has regional offices at Delhi, Mumbai and Chennai.

 

3.4    Key strengths of TWOL

3.4.1    Key strengths of TWOL have been summarized below:

-      Established player in the lubricant market

-      Good brand equity 

-      Comprehensive product range

-      Extensive distribution network

-      Strong rural reach

-      Multi location manufacturing centers

-      ISO 9002 and ISO 14001 certifications for the Silvassa plant

-      Technical collaboration with Nippon Mitsubishi Oil Corp. for manufacture of hi-tech lubricants

-      High financial reserves

-      Well developed R & D setup

-      Trained and motivated workforce

 

3.5    Technical Collaboration

3.5.1        TWOL entered into a technical collaboration with Nippon Mitsubishi Oil Corporation (formerly Mitsubishi Oil Co. Ltd.), Japan, in 1993-94 for manufacture of hi-tech lubricant. The collaboration provided the technical expertise and allowed the use of their brand name for a royalty payment of 5% on base level prices. The absorption and adoption of the above technical know-how through collaboration has enabled TWOL to produce quality products in India. The agreement is due to expire in October 2003.

 

3.6    Production Facilities

 

3.6.1    In 1966, TWOL installed its first blending plant at Ramkristopur, Howrah with a capacity of around 5000-kl/ annum. With the Chennai refineries coming on stream in the late sixties, TWOL set up its blending plant at Royapuram, Chennai in 1971. Around 1975, grease manufacturing facilities were added in Howrah (West Bengal) and Chennai. In 1981, the Deonar plant (Mumbai) was set up as a corporate strategy initiative to cater to the demand of the Western region at that time. However, after the Silvassa Plant came on stream, the Deonar Plant is more or less dedicated for manufacture of environment friendly product under technical collaboration from Nippon Mitsubishi Oil Corporation.

3.6.2    The Silvassa Plant , having the most sophisticated equipment, was set up in 1997 with a production capacity of 40,000 kl which is around 50% of the present production capacity of the entire company. The plant enjoys tax benefits applicable to industries set up in the backward areas.

3.6.3    Currently TWOL has its manufacturing units located in the four main strategic regions of the country as under:

-      North   :           Faridabad

-      South   :           Chennai

-      East      :           Howrah

-      West    :           Deonar, Silvassa

3.6.4    “Nippon Mitsubishi” brand oils are presently being manufactured only at Deonar. The other brands of industrial and automotive oils are manufactured at all the production facilities. The plants located at Chennai and Howrah are equipped for the production of grease.

3.6.5    TWOL has a wide geographical spread with 60 depots and 90 strong sales force. The distribution network is well established especially in non urban areas. TWOL’s network comprises of 37 distributors, around 2000 dealers and 6000 sub dealers.

 

3.7   Production Capacities and Utilisation

3.7.1    The details of installed capacity and capacity utilisation for the last 3 years are shown in Exhibit A

Exhibit A

Installed Capacity and Utilisation

 

Products	Installed Capacity 1998-2001	2000-2001		1999-2000		1998-1999
		Actual production	%  age utilization	Actual production	%  age utilization	Actual production	%  age utilization
Oils (including Synthetic lubricating oils) (in mn lts)	87.20	29.46	34	38.76	44	42.54	49
Greases ( including Petroleum Jelly) (in mn  kgs)	4.37	4.59	105	5.71	131	5.54	127

Note: Includes items reblended and rebranded

Source: Annual Report of Tide Water Oil Company (India ) Limited

 

3.8           Sales, Product-mix and Distribution

 

3.8.1    TWOL’s income from operations with respect to various products has been presented in Exhibit B

Exhibit B

Product-wise revenue

Rs. in millions

Products	2001-2002		2000-2001		1999-2000		1998-1999
	Amt	%  age	Amt	%  age	Amt	%  age	Amt	%  age
Oils	1617.7	86	1531.11	85	1754.12	85	1894.56	87
Greases	252.58	14	266.26	15	305.92	15	287.26	13
	1870.28	100	1797.37	100	2060.04	100	2181.84	100

Note: Excluding sale of empty drums and containers / sale proceeds of items manufactured during trial run but inclusive of rebranded sales

Source: Annual Report of Tide Water Oil Company (India) Ltd.

 

3.9    Quality Standards

3.9.1    The Silvassa Plant of the Company has obtained accreditation of ISO 9002 quality standards and ISO 14001 environmental standards.

 

3.10 Research and Development

3.10.1    Government of India, Ministry of Science & Technology, Dept. of Scientific and Industrial Research has accorded recognition to TWOL’s Research & Development units at Royapuram, Chennai and the Research & Development unit at Deonar, Mumbai in April 1988. The Research & Development units, equipped with modern testing facilities, have developed a number of new products which are required for high-tech industries and upgraded the formulations to suit the requirement of the industry.

 

3.11  Employee Strength

3.11.1  The employee strength is 503 persons as on 1^st April 2002 of which 90 are field staff devoted to marketing and distribution of TWOL’s products. The manpower summary is provided below:

Category	Number
Executives	82
Assistants	102
Clerks	36
Sub Staff	32
Workers	251
Total	503

3.12  Other  Information

Common Services

3.12.1  TWOL does not have separate manpower for the following functions which are provided as common services by AYCL.

·        Legal (only in Kolkata)

·        Secretarial function

·        Personnel, Salary, Administration (only in Kolkata)

·        HRD

·        Income Tax Matters

·        Other Taxation matters (only in Kolkata)

·        Internal Audit

·        Office maintenance, Security (only in Kolkata)

·        Maintenance of Guest House (other than Chennai) &  Holiday Homes

3.12.2  AYCL provides these services and charges a proportionate amount of its expenses at the end of the year. The shared expenses for TWOL have been around Rs. 22 million in the past couple of years including rent for the Office premise occupied by TWOL.

3.12.3    AYCL can continue to provide these services even after disinvestment at a cost to be mutually decided.

 

Brand Dispute

3.12.4  TWOL was set up initially to trade as an importer of Lubricants for the group companies of AYCL and other related industries. The imports were mainly from Tide Water Oil Company, USA and TWOL has been using the brand name ‘Veedol’ in India since the beginning.

3.12.5  Tide Water Oil Company, USA, had a 22% ownership in TWOL which later was transferred to Getty Oil, USA and then to the Texaco Group under the aegis of Four Star Oil and Gas Company, USA, by a series of overseas mergers and acquisitions. Getty Oil after acquiring the Tide Water Oil Company, USA, spun off the ‘Veedol’ brand, except in India, into a separate company, Veedol International, Scotland and subsequently sold its stake in Veedol International to Castrol Plc. U.K.

3.12.6  TWOL had filed an application for rectification of the Register of Trade Marks and for  cancellation of Veedol International Limited’s name and /or expunging the word “Veedol”  of the Registered Trade Mark No. 555, in Class 4, and also for an injunction from obstructing/ interfering the marketing of its goods using the Trade Mark “Veedol” in India. The Hon’ble High Court of Kolkata was pleased to grant the above prayer in favour of TWOL.  However, the respondents (Veedol International Ltd.) have preferred an appeal before the Division Bench of the same High Court, which is pending disposal.

^{Financial Information Of TWOL}

 

4.1    Equity Base

4.1.1        TWOL’s equity base comprises of authorized capital of Rs. 30 million divided into 3,000,000 equity shares of Rs. 10/- each. The issued and paid up capital of the company as on March 31, 2002 is Rs. 8.71 million divided into 871,200 shares of Rs. 10/- each. This includes a bonus issue through capitalization of General Reserve and Share Premium account of 470,400 shares issued from time to time.

 

4.2    Shareholding Pattern:

4.2.1    TWOL’s equity shares are listed on the Calcutta Stock Exchange (CSE)

4.2.2    AYCL holds the largest block of shares. The shareholding pattern of the company as on 31^st Dec 2001 is set out below:

Particulars                                                                              %

AYCL  Group                                                                          27.71

Banks & Financial Institutions (UII &LIC 14.27%)                   14.61

Four Star Oil & Gas Company                                     22.12

Bodies Corporate                                                                     21.78

Indian Public                                                                             13.50

Other Non Residents                                                                  0.28

                                                                                                --------

Total                                                                                        100.00

                                                                                                =====

 

4.3    Balance Sheet

4.3.1    The Balance Sheets of TWOL for the last three years have been presented in Exhibit C

Exhibit C - Balance Sheet

(Rs. in millions)

 

Source: Annual Reports of Tide Water Oil Company (India) Limited

 

4.4    Profit and Loss Statement    

4.4.1    The Profit and Loss Statements for the last four years have been presented in Exhibit D

Exhibit D: Profit and Loss Statement

(Rs. in millions)

 

Source: Annual Reports of Tide Water Oil Company (India) Ltd

 

ANNEXURE-1

ANDREW YULE COMPANY LIMITED

 

STRATEGIC SALE OF SHAREHOLDING IN

TIDE WATER OIL COMPANY (INDIA) LTD. 

 

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

 

EXPRESSION OF INTEREST

 

Andrew Yule & Company Limited (AYCL), a Government of India Enterprise, representing Andrew Yule Group, holding 27.71%, along with United India Insurance Company Limited (UII) and Life Insurance Corporation of India (LIC) jointly holding 14.27% of the equity capital of Tide Water Oil Company (India) Limited (TWOL) wish to disinvest their combined shareholding of 41.98% in TWOL to a strategic investor. AYCL has management control over the company. A. F. Ferguson & Co. (AFF) have been retained as Advisor in connection with the proposed disinvestment in TWOL.

 

TWOL, established in 1921, is engaged in manufacturing and marketing of branded automotive and industrial lubricants and grease. The paid up share capital of TWOL as on March 31, 2001 is Rs. 8.71 million consisting of 871,200 shares of Rs.10 each and the networth of TWOL is Rs.633.68 million. TWOL reported a turnover of Rs.1798.88 million and profit after tax of Rs.46.89 million during the year ended March 31, 2001. Its shares are listed on the Calcutta Stock Exchange.

Expressions of Interest (EOIs) are invited, from parties satisfying the pre-qualification criteria, to acquire 41.98% of the equity holding in TWOL from AYCL, UII and LIC.

Interested Parties should submit their Expression of Interest (EOI) in the prescribed formats at any of the under-mentioned addresses before 17.30 hours on  June 3, 2002

Parties are requested to obtain prescribed formats for EOI and more information pertaining to TWOL from the websites: www.divest.nic.in, www.dhi.nic.in,  www.andrewyule.com or www. afferguson.com .

 

All queries related to the EOI may be addressed to the under-mentioned persons:

 

Mr. E.A.Kshirsagar, Director-in-charge

A. F. Ferguson & Co.             

11^th Floor, Express Towers

Nariman Point,Mumbai 400 021

Tel : 0091-22-2022427

Fax : 0091-22-2022769

e-mail : affmum@vsnl.com

 

Mr. Kamlesh Mittal, Director

A. F. Ferguson & Co.             

Hansalaya ,Barakhamba Road

New Delhi 110001  

Tel : 0091-11-3315256/5266/3543

Fax : 0091-11-3325437

e-mail : affcpdel@bol.net.in

 

AYCL reserves the right to withdraw from the process or any part thereof or vary any terms at any time or accept or reject any / all offer(s) without assigning any reasons whatsoever. AYCL/ AFF shall not be responsible for non- receipt of correspondence sent by post/ courier/ e-mail / fax.

 

 

ANNEXURE-1I

 

EXPRESSION OF INTEREST LETTER

 

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

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

 

Reference No.______________                                                        Date ___________

 

Mr. E.A.Kshirsagar, Director-in-Charge

A. F. Ferguson & Co.             

11^th Floor, Express Towers

Nariman Point

Mumbai 400 021                                        OR

 

Mr. Kamlesh Mittal, Director

A.F.Ferguson & Co.

Hansalaya

Barakhamba Road

New Delhi 110001

 

 

EXPRESSION OF INTEREST FOR DISINVESTMENT IN TWOL

 

Sir,

 

This is with reference to the advertisement dated ________ inviting Expression of Interest for Tide Water Oil Company Limited.  As specified in the advertisement, the Preliminary Information Memorandum (‘PIM’) was made available to us.

We have read and understood the contents of PIM and are desirous of participating in the above disinvestment process, and for this purpose:

We submit our EOI in individual capacity as __________________

OR

We have formed a consortium comprising of ____members as follows:

1.         ____________________________

2.         ____________________________

3.         ____________________________

We declare that we/our 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 and subsequent amendments/ clarifications thereto. 

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 received any adverse orders passed by a regulatory authority which would cast a doubt on our ability to manage the company/unit when it is disinvested or which relates to a grave offence.

We further certify that in regard to matters relating to security and integrity of the country we have not been convicted by a court of Law for any offence committed by us or by any of our sister concerns and no charge sheet has been filed by any agency of the Government 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 AYCL and AFF immediately.

The Statement of Legal Capacity and Request for Qualification as per formats indicated duly signed by us/each member of the consortium, 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

 

Enclosure: Statement of Legal Capacity and Request for Qualification.

 

 

 

ANNEXURE-III

STATEMENT OF LEGAL CAPACITY

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

Reference No.______________                                                        Date ___________

 

 

Mr. E.A.Kshirsagar, Director-in-Charge

A. F. Ferguson & Co.             

11^th Floor, Express Towers

Nariman Point

Mumbai 400 021                                        OR

 

Mr. Kamlesh Mittal, Director

A.F.Ferguson & Co.

Hansalaya

Barakhamba Road

New Delhi 110001

 

EXPRESSION OF INTEREST FOR STRATEGIC INVESTMENT IN TWOL

Sir,

This is with reference to the advertisement dated ________ inviting Expression of Interest for Tide Water Oil Company India Limited (TWOL).

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 specified in the PIM.

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

We have agreed that ________(insert member’s name) will act as the lead member of our consortium. We agree that the lead member shall be authorised to represent us for the purpose of the disinvestment process in TWOL and we confirm that we shall remain bound to acts/omissions of the lead member. *

We have agreed that ______________(insert individual’s name) will act as our representative and has been duly authorized to submit the EOI on our behalf. Further, the authorized signatory, whose signatures are attested hereinbelow, 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 (party/member)

*Strike off if bidder not a consortium

 

ANNEXURE-IV

 

REQUEST FOR QUALIFICATION

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

Name of the interested Party/ Consortium Member ___________________________

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

 

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

 

-           If others, please specify                         :

-           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 process for induction of Strategic Buyer (Please mention details of your eligibility)

Please attach supporting documents e.g. Certified Provisional/Audited Statement of Accounts/Annual Report.

Contact Person(s)

Name:

Designation:

Phone No.:

Mobile No.:

Fax No.:

Email.:

 

Yours faithfully,

 

Authorised Signatory

For and on behalf of

Place :

Date :

 

ANNEXURE-V

 

No. 6/4/2001-DD-II

Government of India

Department 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.

CLARIFICATION

Note : Vide clarification dated : 10.1.2002 to the above guidelines it has been provided that the following offence be treated as a grave offence

(1)               Orders of Securities and Exchange Board of India which directly relates to “fraud” as defined in the Securities and Exchange Board of India Act, 1992 and/or regulations made thereunder;

(2)               Orders of Securities and Exchange Board of India which cause a doubt on the ability of the Strategic Partner to manage the Company after the sale of the Transaction Shares by the Government to the Strategic Partner;

(3)               Any conviction by a Court of Law;

(4)               In cases in which Securities and Exchange Board of India also passes a prosecution order, disqualification of the Strategic Partner should arise only on conviction by the Court of Law.