GOVERNMENT OF INDIA MINISTRY OF HEAVY INDUSTRIES AND PUBLIC

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GOVERNMENT OF INDIA

MINISTRY OF HEAVY INDUSTRIES AND PUBLIC ENTERPRISES

DEPARTMENT OF HEAVY INDUSTRY

Engagement of a Consultant for advising Inter Ministerial Group (IMG) in
Disinvestment of Andrew Yule & Company Limited (AYCL)’s Holding in
Phoenix Yule Ltd (PYL)

INVITATION FOR EXPRESSION OF INTEREST (EOI)

1. Introduction

In terms of decision of Government of India (GOI) and Board for Industrial and
Financial Reconstruction (BIFR), Andrew Yule & Company Limited (AYCL) intends to divest
its holding in Phoenix Yule Ltd (PYL), which will be supervised by the Inter Ministerial
Group (IMG). For this purpose DHI wishes to engage the service of a Consultant to advise
and manage the Disinvestment Process successfully.

Phoenix Yule Ltd (PYL) was created as a Joint Venture Company, wherein Andrew
Yule & Company Limited (AYCL) holds 26% Shares and balance 74% is held by Phoenix
BV. Joint Venture was created on February 01, 1999.

PYL is engaged in manufacturing of Textile and Steel Cord Belts. The Profile of the
Company is at Appendix – 1.
2. Government Decision

Government of India (GOI) decided to divest 26% holding of AYCL and constituted
an Inter Ministerial Group (IMG) to supervise the same. The IMG is now intends to appoint
a Consultant for advising them in the process of such Disinvestment as per the Joint
Venture Agreement (JVA), based on which the Joint Venture was created.

3. Responsibility of the Consultant

3.1 The Consultant would be required to undertake the following tasks:

(i) Advising and assisting IMG in the Disinvestment of AYCL’s Holding in PYL,
which interalia will cover:
a) Ascertainment of Fair Market Value as defined in the JVA;
b) Drawing up Share Purchase Agreement and other Agreements; &
c) Advising on post-sale matters.

4. Submission of “Expression of Interest”

4.1 Reputed International Audit Firm Registered in India with adequate and specific
expertise are invited to submit “Expression of Interest” (EOI) for selection as a
Consultant to General Manager, Corporate Planning, Andrew Yule & Company
Limited, 8, Dr. Rajendra Prasad Sarani, Calcutta – 700 001. The Firm/Organization
would be required to deposit along with EOI a non-refundable Earnest Money of
Rs.10,000/- by way of Demand Draft, drawn in favour of Andrew Yule & Company
Limited. DHI / IMG reserves the sole right to accept or reject any or all EOI without
assigning any reason thereof. The EOI should include the Technical and Financial
Proposals separately sealed separately, which have to be submitted as per the
Format given in Appendix 2 and 3 respectively.
4.2 All the information sought above and any other additional information considered
necessary by the Firm/Organization on the lines outlined below should be sent in
three (3) copies to the Officer mentioned in Para 4.1 as a part of the Expression of
Interest.

a) Sector expertise and experience giving the background of the Firm/Organization
– full particulars of the constitution, ownership and main business activities and
experience of the prospective Consultant.

b) Understanding of the Company – details of understanding of PYL by the
prospective Consultant

c) Study Team and manpower commitment – details of the research team and
their qualification and experience.

d) Research Capability and expertise – a brief note on the research capability of
the prospective Consultant.

e) Broad outline of the study – a brief note on the scope, approach and
methodology proposed to be adopted by the prospective Consultant.
4.3 The interested Firm/Organization should furnish the following Certificate as a part of
the EOI

“We hereby certify that there has been no conviction by any Court of Law or
indictment/adverse order by a regulatory authority for a grave offence against us or
any of our sister concern. It is further certified that there is no investigation pending
against us or our sister concern or the CEO / Directors / Managers / Employees of
our concern or of our sister concern including the members of the research team. It
is certified that no conflict of interest exists as on date and if in future such a conflict
or interest arises we will intimate the Government of India of the same “at the first
instance”.

5. Eligibility of the Firm/Organization

The Firm/Organization must be a Reputed International Audit Firm Registered in
India and must have experience of conducting similar studies.

6. Presentation

The Firm/Organization would be required to make a Presentation before the IMG at
New Delhi. The exact date and time would be intimated separately.

7. Technical & Financial Proposals

7.1 The Firm/Organization intending to take up the assignment shall submit their
Proposals in two (2) separate covers; Technical Proposal in one cover and
Financial Proposal in another cover. Both these covers shall be put into on bigger
cover, which shall be marked as “Expression of Interest”.
7.2 The Technical Proposal will be opened first and evaluated. The Financial Proposal
shall remain sealed and shall be opened publicly only of those Firms/Organizations,
who have qualified technically. The minimum qualifying marks to be obtained by the
bidders to be successful technically should be 60% under each category and for the
overall score. The weights assigned on the criteria are as under:
Sl. No. Criteria Weights / Marks

1. International Presence 30

2. No. of years of experience in carrying out similar studies 20

3. Experience of Key Personnel 20

(i) Qualification: (50% Weight) (10)

(ii) Relevant Experience (50% Weight) (10)

4. Understanding and work plan proposed 30

(i) Understanding of the Sector and PYL (50% (15)
Weight)

(ii) Work Plan – scope, approach and methodology (15)
proposed to be adopted for the study (50%
Weight)

Total 100

7.3 The Financial Proposal shall contain the lump sum fee only for assignment inclusive
of all out of pocket expenses and should be unconditional and inclusive of all taxes.
No other expenses shall be reimbursed. The Consultant will be liable to pay taxes
as per the Law of the Land.

7.4 The fee quoted shall be valid for at least six months from the date of submission of
the Bid.
8. Time Frame and Reporting

8.1 The assignment should be completed within a period of 16 (sixteen) weeks from the
date of award of the work.

8.2 The following are the milestones for submission of report:
Report Time

Inception Report : 2 Weeks
Valuation Report : 14 Weeks
Closer of the Deal : 16 Weeks

8.3 The reports shall be submitted in hard as well as soft copies. The hard copies shall
be at least five (5) in number

9. Earnest Money

The Technical Proposal shall contain the documents in support of the eligibility
conditions as mentioned in Para 4. In addition, the Firm/Organization must also enclose a
Draft for Rs.10,000/- as non-refundable earnest fees. Technical Proposals received without
the earnest fees would be rejected.

10. Schedule of Payment of fee

The fees shall be paid in two installments: 60% on submission of Valuation Report
and 40% on closer of the Deal.

11. Last Date

The last date for submission of EOI is 03-00 P.M. November 28, 2008.
Appendix – 1
Profile of Phoenix Yule Ltd (PYL)

ABOUT THE COMPANY

Phoenix Yule Ltd (PYL) is a Joint Venture Company between Andrew Yule & Co. Ltd
(AYCL) and Phoenix AG, Germany. The JV Company PYL formed on February 01, 1999 by
spinning off of erstwhile Belting Division of Andrew Yule & Co. Ltd (AYCL). In this JV
Company AYCL holds 26% and Phoenix AG holds 74% equity.

PRINCIPAL ACTIVITIES

PYL manufactures Steel Cord Conveyor Belt (Capacity 178 kms) and Synthetic Fabric
Reinforced Textile Conveyor Belt (Capacity 375 kms). Corporate Office and Factory of the
Company is at Kolkata & Kalyani, Nadia respectively and Branch Offices at Delhi, Mumbai,
Chennai, Hyderabad and Ahmedabad. The Company is one of the largest Conveyor Belting
Company in South Asia. Number of Employees is 486 of the Company.

AUTHORIZED AND PAID-UP CAPITAL

The Authorized Share Capital of the Company as on 31.03.07 is Rs.90.00 (9,00,00,000
Equity Shares of Rs.10/- each) Crores with a paid-up capital of Rs.45.93 Crores being
contributed as follows:

a) PYL - Rs. 33.99 Crores
b) AYCL - Rs. 11.94 Crores
ORGANIZATION STRUCTURE

The is under Board of Directors, wherein as per the JV Agreement two Directors including
Chairman is appointed by AYCL and four Directors including Managing Director is
appointed by Phoenix

Financial Highlights

Year Turnover PBT
(Rs. Crores) (Rs. Crores)

2002 110.18 5.66

2003 103.90 3.08

2004 130.13 6.68

2005 149.62 11.63

2006 178.78 17.62

2007 280.63 39.31
Appendix – 2
Format for Technical Proposal

(To be forwarded on the letterhead of the Firm/Organization)

(Reference:___________________ dated________________)

To
Andrew Yule & Company Limited,
8, Dr. Rajendra Prasad Sarani,
Calcutta – 700 001

Dear Sir,

Pursuant to the advertisement published by the GOI dated ______, 2008 in the
___________, ____________, _____________ and the detailed terms & conditions
available on the website www.andrewyule.com, we hereby submit our EOI.

2. We satisfy the requirements and are agreeable to the conditions as set out in the
invitation for EOI stated above.

3. The following information is provided as required in Annexure – 1.

A. Name & Address of the Firm/Organization registering the Expression of Interest

B. Name & Designation of contact person, his telephone no., Fax No. and e-mail
address:
C. Details in relation to the following parameters:
(a) Past experience of the Firm/Organization

No. of years of experience in carrying out similar studies

(b) Experience of Key Personnel

(i) Qualification
(ii) Relevant Experience
(Bio-data of the Key Personnel who will be engaged in the study to be enclosed)

(i) Understanding of the Sector and PYL
(ii) Work-Plan – Scope, approach and methodology proposed to be adopted for
the study

(d) Financial Strength of the Firm/Organization

(i) Turnover for the last three years
(ii) Net Profit for the last three years

D Relationship with Phoenix Group, AYCl and Phoenix Yule Ltd (PYL
E. Declaration:

We confirm that we have read and understood the terms & conditions of the Study
and the process proposed to be adopted by the GOI and have no objection to the same.

Yours faithfully,

(Authorized Signatory)
for & on behalf of
Annexure - 1
(To be submitted alongwith Technical Proposal)

A. Name & Address of the Firm/Organization registering the Expression of Interest

B. Name & Designation of contact person, his telephone no., Fax No. and e-mail
address:

C. Details in relation to the following parameters:

(a) Past experience of the Firm/Organization

No. of years of experience in carrying out similar studies

(b) Experience of Key Personnel

(i) Qualification
(ii) Relevant Experience
(Bio-data of the Key Personnel who will be engaged in the study to be enclosed)

(i) Understanding of the Sector and PYL
(ii) Work-Plan – Scope, approach and methodology proposed to be adopted for
the study
(d) Financial Strength of the Firm/Organization

(i) Turnover for the last three years
(ii) Net Profit for the last three years

D Relationship with Phoenix Group ,AYCl and Phoenix Yule Ltd (PYL

E. Declaration:

(To be forwarded on the letter head of the Firm/Organization)
(Reference:___________________ dated________________)
To
Andrew Yule & Company Limited,
8, Dr. Rajendra Prasad Sarani,
Calcutta – 700 001

Dear Sir,
Pursuant to the advertisement published by the GOI dated ______, 2008 in the
___________, ____________, _____________ and the detailed terms & conditions
available on the website www.andrewyule.com, we hereby submit our EOI.

2. We satisfy the requirements and are agreeable to the conditions as set out in the
invitation for EOI stated above.

3. The fees payable are as under:

A. Lump sum Fees:

B. Drop Dead Fees:

4. We confirm that we have read and understood the terms & conditions of the Study
and the process proposed to be adopted by the GOI and have no objection to the same.

Yours faithfully,

(Authorized Signatory)
for & on behalf of

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