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Case No.70/2006 Duncans Industries Ltd. (DIL) Jaypee Group forming a joint venture company. CBI, SBI, SBT and SBP vide their letters dated 15.02.2011 , 25.02.2011 , 26.02.2011 and 07.03.2011 respectively have also conveyed their in principal approval to the restructuring / de-merger of the Fertilizer Division and OTS proposal contained in the DRS. CDR has also conveyed the approval of OTS and de-merger of the Fertiliser Division vide its letter dated 24.02.2011. Thus the secured lenders having 97.47% of the principal dues have already accepted the OTS proposal and de-merger of the Fertiliser Division of the Company. 12.1.4 Infusion of Funds in KFCL for revival of Fertilizer Undertaking: Infusion of fresh funds of Rs 742.77 Cr out of which Rs 400 Cr in the form of equity and Rs 342.77 Cr in the form of interest free secured loans into the new company i. e. Kanpur Fertilizers & Cement Ltd. (KFCL- Transferee Company ) by M/s. Jaypee Uttar Bharat Vikas P Ltd. (JUBVPL) a Joint Venture Company (JV Co.) incorporated by M/s Jaypee Fertilizers & Industries Ltd (JFIL) a wholly owned subsidiary (WOS) of the Strategic Investor, viz., M/s. Jaiprakash Associates Ltd. and ISG Traders Ltd, a group company of the existing promoters of DIL, is proposed. (i) As the existing secured lenders have expressed their inability to infuse further funds, a strategic investor has been proposed to be inducted to infuse fresh funds required for revival of the fertilizer undertaking. (iii) (ii) M/s. Jaiprakash Associates Ltd ( herein after referred to as JAL or Strategic Investor ) has evaluated the potential of the fertilizer business of DIL and considering long term viability of the fertilizer business, has agreed to invest for revival of fertilizer undertaking . JAL, and its wholly owned subsidiary (WOS) i.e. M/s Jaypee Fertilizers & Industries Ltd. has agreed to infuse fresh funds in the KFCL through the JV Co. M/s. Jaypee Uttar Bharat Vikas Pvt. Ltd. and / or directly by the WOS, for revival and rehabilitation of the Fertilizer Undertaking of DIL on De-merger of the Fertilizer Undertaking of DIL, i.e., all assets, liabilities, contracts, rights, and titles from DIL and its transfer and vesting into KFCL on as is where is basis. In addition, KFCL shall also bear certain other identified liabilities of Rs 115.88 Cr which shall be paid by DIL out of the funds to be provided by KFCL. A Joint Venture Company M/s. Jaypee Uttar Bharat Vikas Pvt Ltd (here in after referred as JV Co. JUBVPL) has been incorporated, the existing and future equity share capital of which shall be held in the ratio of 50:50 by WOS of Strategic Investor and ISG Traders Ltd ( a part of existing promoter group of DIL) for participating in the revival and rehabilitation of fertilizer business of DIL on mutually 20 --
Case No.70/2006 Duncans Industries Ltd. (DIL) (iv) agreed terms. The Strategic Investor and existing promoters of DIL shall jointly assist for technical, financial and management expertise required for completing the revival and rehabilitation of the Fertilizer Undertaking of DIL and ensure OTS of the dues of secured creditors, settlement of dues of the secured creditors other than the FI s and Banks, unsecured debts / creditors including settlement of the dues of the workers, employees, etc. and other unsecured liabilities. JUBVPL the JV Co based on de-merger of fertilizer undertaking is agreeable to induct funds in KFCL required for payment of OTS of secured lenders, settlement of dues of the secured lenders other than the FI s and Banks, unsecured debts / creditors including settlement of the dues of the workers, employees, other unsecured liabilities and for meeting the requirement of (i) converting the plant from Naphtha to a dual feed stock i.e. Gas cum Naphtha based plant, energy saving measures and revamping of plant etc. involving capital expenditure of approx. Rs 229.30 Cr which is essential as per the policy of the GOI as well for long term viability of the plant, (ii) start-up of the fertilizer plant, and (iii) working capital required for operation of fertilizer plant. 12.1.5 M/s Jaiprakash Associates Ltd (JAL): a) Brief Profile: Jaiprakash Associates Ltd, the flagship Company of the Jaypee Group, an infrastructure conglomerate involved inter-alia in manufacture & marketing of Cement; development of Expressways & Real Estate; Tourism & Hospitality, and has over 4 decades of experience in execution of river valley and hydroelectric power projects undertaking EPC and turnkey contracts, as the lead construction company or as leader of consortia and through joint ventures. JAL has been involved in the implementation of hydro-electric projects across the country involving an aggregate generation of over 10,000 MW. The 900- MW Baglihar Hydroelectric Project in Jammu & Kashmir, has been the largest EPC project executed in the country in Hydropower sector so far. b) Shareholding pattern: Sl. No. Category of shareholder Total No of shares Total shareholding as % of total no of shares A. Shareholding of Promoter 97,70,92,441 45.99 and Promoter Group B. Public Shareholding Institutions 76,28,77,132 35.91 Non-institutions 38,46,65,060 18.10 Total Public Shareholding 114,75,42,192 54.01 C. T0TAL (A)+(B) 2,124,634,633 100.00 21 --
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