Major events in the History of our Company:
Sep 1941 Incorporated by Mr. R.D. Birla under the name style of M/s Jamod Ginning Company Pvt. Ltd.
Oct 1998 Renamed as M/S. Birla Agro Pvt. Ltd.
Dec 2004 Change in Object clause to include the business of manufacturing / importing / exporting all kinds of yarns, carpets,
fabric materials and agro chemicals
Dec 2005 Name Changed to Birla Cotsyn (India) Pvt. Ltd.
Mar2006 Name changed to Birla Cotsyn (India) Limited pursuant to conversion into Public Limited Company.
Mar2006 Change of Registered Office from Queen’s Mansion, Fort, Mumbai – 400 001 to Dalamal House, 1st Floor, Nariman
Point, Mumbai – 400 020.
May 2006 Coverted into Public Limited company and name modified into Birla Cotsyn (India) Ltd
Aug 2006 Acquired the business of Khamgaon Syntex (I) Ltd., a wholly owned subsidiary of Zenith Ltd, one of the group
companies.
Dec 2006 Entered in to a Joint Venture Agreement with P.B. Bharadwaj Group whereby the promoters’ equity will be shared
in the ratio of 50:50 between YBG and PBG.
April 2007 Change in Object clause to include the business of extracting/ processing and refining oil from cotton and other
seeds
May,2007 Mega Project status accorded by Government of Maharashtra
Sept 2007
Change in Object clause to include the business of manufacturing, buying, selling and dealing in fabrics such as home textiles, Ready Made garments, etc and also to set up company owned retail outlets or to issue to franchisee rights to buy, sell or otherwise deal in such products.
Main Objects of our Company:
1. To carry on the business as manufacturers, processors, spinners, weavers, knitters, ginners, pressers, packers, doublers, balers, buyers’ balers, buyers’ exporters, importers, stockists, dealers, traders, commission agents and fabricators in all kinds of cotton, jute, flex, hemp, silk, raw silk, artificial silk, wool, rayon, nylon, terylene polyster, rexine, synthetic yarn, synthetic fibre, staplefibre and any other natural, synthetic or man made fibre and blends or fibrous substances and materials, textiles, fabrics and yarns, of all kinds whether made from cotton, wool, silk, raw silk, jute, hemp, rayon, artificial silk, nylon, terylene and any other natural synthetic or man made fibre and blends of fibrous substances and materials,
2. To manufacture, buy, sell and deal in linen and other to carry on the business of wool combers, worsted spinners, worsted stuff manufacturers, drapers, printers, dyers, bleachers, sizers, weavers, dress makers, finishers, made-ups, home textiles and ready made garments, home furnishing and made-up items, bed-linen, comforters, quilts, rugs, carpets, coverlets, towels, napkins, handkerchiefs, stitching, tailoring, texturing, combing, testing, reeling, double mixing, processing of all fabrics and other textiles such as sarees, dress outfitters and hosiery goods whether made of cotton, nylon, polyster, silk, art silk, rayon wool, linen, jute, hemp, viscose, jari, thread or feathers, hem fibres and any to be developed in future whether natural or artificial fibres.
3. To carry on all or any of the business of wholesalers, dealers and retailers either by setting up Company owned retail outlets or by issuance of franchise rights or by any other mode to buy, sell or otherwise deal in drapers, dress material, made-ups, home textiles and ready made garments, home furnishing and made-up items, bed-linen, comforters, quilts, rugs, carpets, coverlets, towels, napkins, handkerchiefs, of all fabrics and other textiles such as sarees, dress outfitters and hosiery goods whether made of cotton, nylon, polyster, silk, art silk, rayon wool, linen, jute, hemp, viscose, jari, thread or feathers, hem fibres and any to be developed in future whether natural or artificial fibres.
Shareholders’ Agreement
There is no Shareholders’ Agreement existing as on date.
Other Agreements
Except the Joint Venture agreement with P.B.Bharadwaj group and the Contracts / Agreements entered into in the ordinary course of the business carried on or intended to be carried on by our Company, our Company has not entered into any other Agreement / Contract.
The Company has entered into the following major transactions:
1. The Company has entered into a J.V.A on 9th December, 2006 with the YBG and the PBG, whereby YBG and PBG
have combined their business of manufacturing, marketing and distribution of the products in India and other places solely through the Company. The following are some of the important terms and conditions of the agreement.
• The PBG through its constituents M/s Polytex Limited, Cammon Islands and/or Spinweave Textiles Pvt. Ltd., India and its associates acquire 68.09.040 equity shares @ 10/- per share of the Company from the YBG vide Share Purchase Agreement which will be executed at a later date such that the YBG and PBG will hold exactly 50:50 in the JVC. (The Parties have not yet entered into the Agreement)
• The YBG shall render all assistance required for optimizing business growth of the Company and shall make the best efforts to fulfill its role in relation thereto.
• None of the party can create any charge or hypothecate any assets without the prior permission of the other parties.
• If either party decides to sell their portion of shares then the selling party has to first make an offer in writing to sell the shares, specifying the numbers of shares to the other parties at fair market value. If the purchasing party does not accept the offer then within 30 days of the date of the offer. The selling party may within 6 months thereafter sell such offered shares at the price not less then the fair market vale.
• Nothing contained in any of the clauses shall deemed to restrict the right of either the YBG or the PBG to transfer its shares in the Company to its affiliates provided that such affiliates agree to the terms of this agreement by entering into a Deed of Adherence.
• The YBG and PBG cannot into similar contract with any other company in India. • The Board shall have 3 directors from YBG and 3 from PBG.
• The CEO shall propose a 3 year business plan in writing with milestones set for every quarter of the plan period. The business plan shall be revised within every 30 days prior to the beginning of the financial year.
• It is the intention of the parties hereto to bring out an initial public offer in the future and list the shares of the Company on the recognized stock exchange in the country.
• Either party can terminate the agreement by giving 6 months advance notice.
• In case of a dispute the matter shall be referred to the arbitrator under the Arbitration and conciliation Act, 1996. The place of arbitration is fixed at Mumbai.
• The Agreement contains other standard terms and conditions.
2. The Company has entered into a Memorandum of Understanding with the Government of Maharashtra on the 21st
August, 2007 whereby the Company shall invest approximately 226 crores in the new project at Village Dasarkhed and Talaswada, Malkapur. The company will primarily employ 982 persons, unskilled and semi-skilled categories of workers, domiciled Maharashtra. The following incentives will be offered to the Company by the Government of Maharashtra:
• Electricity Duty Exemption for a period of 7 years from the date of commencement of commercial production • 100% Exemption from payment of Stamp Duty,
• Industrial Production Subsidy (IPS) equivalent to 100% “eligibility investments” made with effect from 8th
April, 2007 and within such a period stipulated in the Package Scheme of Incentives. The IPS will, be limited to 100% of eligible investments less the amount of benefits availed from the abovementioned as per the period prescribed
• 75% reimbursement on expenditure incurred on account of Employer’s Contribution towards Employees State Insurance (ESI) and Employees Provident Fund (EPF) for a period of 5 years, limited to 25% of FCI.
• expenses on preliminary/ and preoperative expenses as well as technical know-how fees limited to 10% of eligible investments would be admissible for considering investment eligible for IPS.
The above said incentives will be eligible only after the Company makes an investment of 100 crores in Fixed Capital Investment at site.
This Memorandum of Understanding was entered into after receipt of Letter dated 9th May, 2007 sent to Mr. Baheti by Mr.
V. K. Jairath, IAS (Department of Industries) wherein the project was referred to as a mega project and also stated the incentives that
The Company has entered into the following agreements and contracts.
1. The Company has entered into a Business Transfer Agreement dated 1st August, 2006 with the Khamgaon Syntex
India Limited, whereby Khamgaon Syntex India Limited has transferred their business to the Company. The Company has acquired the Business undertaking as a whole on a going concern and on slump sale basis. The Company has agreed to pay a lump sum consideration of Rs. 1237 lakhs, out of which Rs.157 lakhs was paid as advance by the Company and the balance consideration of Rs.1080 lakhs was to be paid before the Closing Date. Pursuant to the aforesaid Agreement, the Company acquired the business on August 1,2006
Khamgaon Unit.
2. The Company has entered into a Memorandum of Agreement dated 6th June, 2005 with Girni Kamgar Sabha (“Trade
Union”) under the Bombay Industrial Relations Act, 1946, whereby the Company has entered into a settlement with the Trade Union modifying the terms of the previous agreement. The Trade Union has served charter of demands upon the management of the Company vide 2 Notices of Change dated 24/12/2003 and 5/04/2004 for the revision of wages
and raising some other demands. The Company and the Trade Union arrived at negotiations on the 3rd June, 2005. The
terms of the settlement are as follows.
1. All the workmen in this settlement will have the meaning as is assigned in the standing orders in the operations and all permanent, badli and temporary daily rated worker men, except learners trainees and apprentices who are on a muster roll of the Vardhan Syntex at the time of the settlement are eligible to receive benefits under this agreement.
2. The agreement shall remain in force for a period of 3 years commencing from 11th June, 2005 and continue to
bind both the parties unless a new agreement comes into force. 3. The agreement contains other standard terms and conditions.
4. The Company has entered into a contact with M.K. Welankar & Associates vide letter dated 19th February, 2007,
whereby the Company has appointed M.K. Welankar & Associates for Architectural/Structural/ Electrical works consultancy for their OE Spinning Mills. The following are the terms and conditions of the appointment letter: 5. The Scope of work is as follows.
6. Master planning, machinery layout, basic data fixation etc.
7. Designing, preparation of technical specifications, tender documents and good for construction Architecture and Structural Drawings for civil work.
8. Designing preparation of technical specifications and tender documents, basic layout drawings for utility services. 9. Construction Management
10. M.K. Welankar & Associates to prepare the drawings and send it to the Company for its approval.
11. The Company was supposed to prepare tender documents covering techno-commercial specifications, bill of quantities, tender rawings, etc.
12. M.K. Welankar & Associates was to employ Site Engineer of 10/15 years experience of similar works for day to day supervision at site and monitoring the progress.
13. M.K. Welankar & Associates was to prepare the drawings to be issued for the construction of structural/ architectural works excluding bar bending schedule and fabrication drawings which shall be prepared by the contractor and get approved from you.
14. M.K. Welankar & Associates was to coordinate all services such as HVAC/ Electrical works and incorporate drawings including services layout.
15. M.K. Welankar & Associates shall visit the site meetings the progress of the work at site and monitor the same as per the time framed.
16. The fees to be paid to M.K. Welankar & Associates was fixed at 1.50% of the actual cost of the works designed/processed and executed by first class contractors. Service tax as applicable shall be reimbursed separately extra from time to time.
17. An incentive of 0.25% of the actual cost of the works, on satisfactory completion of the work as per satisfaction of the management.
18. For the scope of work mentioned above M.K. Welankar & Associates will be paid visit fees of Rs. 1500/- per day per person for the number of days out of Mumbai.
19. The following are the terms of payment.
1. Rs. 100000/- as advance to start the work along with appointment letter.
2. 10% of the total cost upon preparation of detailed estimate, specification, tender documents etc shall be payable on the submission of preliminary drawings for approval.
3. 10% of the total fees will be payable on completion of tender documents.
4. 10% of the total fees will be payable upon preparation of basic large scale drawing for civil & architectural work.
5. 45% of the total fees will be payable in 5 installments suitable spread over the construction period. 6. Balance 5 % of the total fees to be paid within three months of virtual completion of the buildings. 7. Visit fees and actual expenses will be paid immediately as per the monthly invoices submitted.
8. If the project is abandoned or at the termination of consultancy services, M.K. Welankar & Associates will be paid at the rate of Rs. 30/- per copy.
9. In case of any dispute the matter to be dealt under the provisions of the Arbitration and Conciliation Act, 1996 and courts at Mumbai shall have jurisdiction for the same.
5. The Company has entered into a contract dated April 24,2007 with Yash Constructions Khamgaon, whereby the company has entered for the Civil Construction of Extension. The following are important terms and conditions of the contract:
• Yash Construction has to deposit Rs. 2.5 lakhs as Security Deposit. • Yash Construction has to deposit Rs. 2.5 lakhs as way of Earnest Money. • Yash Construction to submit the Bank Guarantee of Rs. 10 lakhs.
• Yash Construction to pay Rs. 10 lakhs as an mobilization advance which will be deducted from the running bills. • The contract has to be completed within 90 days.
• The contract can be extended in case of heavy intensities.
Malkapur Unit.
6. The Company has entered into a contract dated 24th July, 2007 with the M/s. Shrinath Construction, whereby the
Company has employed M/s Shrinath Construction for the construction of 12000 spindles spinning mill at Khamgaon, Bhulana and has accepted a tender by the contractor for the construction, completion and maintenance the work. The Company is going to pay M/s Shrinath Construction a sum of Rs. 3,76,37,935.83 /-. The tender is going to be completed in 8 calendar months of which 6 months for the machinery erection and 2 months for external furnishing.
7. The Company has entered into a contract dated 24th July, 2007 with Tejas Construction & Infrastructure Pvt. Ltd.,
whereby the Company has employed Tejas Construction & Infrastructure Pvt. Ltd. for the construction of open end spinning mill at Khamgaon, Bhulana and has accepted the tender for the construction, completion and maintenance of such work. The Company is going to pay Tejas Construction & Infrastructure Pvt. Ltd. a sum of Rs. 3,24,53,420.66/-. The tender is to be completed in 8 calendar months of which 6 months for the machinery erection and 2 months for external furnishing. The earnest money to be deposited is Rs. 2,00,000/- and cost of the tender documents is Rs. 2,500/-.
Financial / Strategic Partners