new board note

8/7/2019 new board note

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Annexure

SANCTIONING AUTHORITY

MC CMD ED Others

The proposal falls under the powers of GM/ED/CMD/MC on account of____________________

Reference No./Date :

1. Name of the Borrower and BO & Controlling Office :

Rs. In Crores

GIST OF THE PROPOSAL

A. Sanction of Working Capital Limits

Existing Proposed

FB 55.00

NFB

B. For Term LoanPurpose

Cost of Project

Total Debt

Promoters contribution

Proposed TL (our share)

DER

Repayment PeriodDoor to door tenor

C. Approval of ROI/ Service charges as under:-

Facility Existing Proposed Applicablerate

Income Earned

Last Year Current year upto_______

Rate ofinterest

CC Intt. Non-Intt.

Intt. Non-Intt.

PC

TL

ProcessingFee

Upfront Fee

Lead BankFee

Commissionon NFB

Othercharges, if


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any

D. Approval of other Issues, if any :

Whether fresh/renewal/

enhancement

Takeover from ICICI Bank

Asset Classification ason________ and last PMS scoreCredit Risk Rating by Bank is---------- indicating ------------ risk

Rating Date ofRating

Score ABS Reasonsfor

degradation

Present B- 14.08.09 31.12.08

Previous

Rating from External Agency(Theexternal rating should be mappedto the internal rating)

Facilityrated

Rating Date ofrating

RatingAgency

Remarks

Long-Term

AA (SO)

CARE

Short Term PR1 +(SO) CARE

Whether Agriculture/Retail/SME/Others (Please specify)

Agriculture (Seed Production)

a) Whether Sensitive Sector Real Estate/Capital Market

b) Applicable Risk weight

Consortium/Multiple Banking NA

Lead Bank NA

PNBs Share % 100%

Date of application

Date of receipt of proposal- At BO/CO/HO

Date of clarifications, if any,received at CO/HO

Date of placing the proposalbefore competent authority

Remarks

Date of last sanction &authority/In Principle Consent

Customer ID No.Activity code (as per ladder)

PART I


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2. Borrowers Profile

a.

Group Name M/s.Advanta India Ltd

b

.

Address of Regd./Corporate Office #104 & 105, Bhuvana Towers, S.D.Road,

Secunderabad 500 003

b. Works/Factory

c. Constitution and constitution code as perladder

Public Limited Company

d. Date of incorporation/Establishment

30.09.1998

e. Dealing with PNB since

f. Industry/Sector Agriculture

g. Business Activity (Product)/Installed Capacity.

Seed Production

3. Directors (S/Shri)

Name and Designation Address/Mobile No./e-mailaddress of Main Directors/Guarantor Directors/Key persons

Whether Promoter/Professional/Nominee

Shri Jai R Shroff-Chairman

Promoter/Non Executive

Shri Vikram R Shroff- Director

Promoter/Non Executive

Shri V.R.Kaimdinya- CEO and ManagingDirector

Executive

Shri Vinod Sethi -Director

Non Executive & Independent

Shri Vasant P Gandhi -Director


Shri Hardeep Singh -Director


a)If any of them, in the list of Caution Advicescirculated by the Bank from time to time/RBI's/Wilfuldefaulters' list/Caution List of ECGC/

Yes/NoDetails be furnished in case of Yes

b)If any one of them connected in the past with anyNPA/OTS/Compromise/unscrupulous defaulters

c)If any of them, related to Directors/Senior Officers ofPNB:

Nil

d)i) Management Change since last sanction, if any NA

e)i) Report on due diligence carried out in terms of

L&A Circular No. 170 dated 25.10.2008 andcomments on adverse features, if anyii) Confirmation that CRs have beencompiled/reviewed as per extant guidelinesiii) Confirmation that CRs have been drawn fromCIBIL Database and comments on adverse features,if any:


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f) Share Holding Pattern as on:

Name of the Promoters/Major Share

holders

No. of shares Amt. in Rs.

Crores.

% Holding

Promoters Holding 10090150 10.09 59.93

FIs/ Mutual Funds/UTI/Banks/FIIs 5731159 5.73 34.04

Foreign - Individuals 1015350 1.01 6.03Public 0 0 0

Total 16836659 16.83 100.00

g) Whether Shares pledged to any Bank/FI/others Yes/No

If yes, Percentage of shares pledged

Institution

Purpose

h) Brief history

Profile of the borrowing concern alongwith brief about the various divisions and their

activities and any other borrower specific major/significant features to be mentioned.

The Company was incorporated originally as ITC ZENECA LIMITED on 24th January,1994 as a Joint Venture Company between ITC Limited and Zeneca Ltd. Later ITCLimited and Zeneca Ltd. have sold their shareholding to Agro Tech Foods Limited andAdvanta Lamba B.V. The Company also changed its name to Advanta India Limited witheffect from 30th September, 1998.

In February 2006, UPL acquired the Asia- Pac and Latin American business of Advanta.This included the businesses in India and also a business of Australia, Thailand andArgentina through its subsidiary in Netherlands.

One of the objective of acquiring this company and changing its head quarter to India (fromNetherlands) was to go public. As a consequence of this change, Advanta India Limited becamethe ultimate holding company and accordingly hold the 100% share in all its subsidiaries exceptLong Reach Plant Breeders Management Pty., Ltd., Australiawhich was acquired during 2007.

In March, 2007, company came with an IPO. The issue was oversubscribed. Thecompany issued the share of Rs.10/- at a premium of Rs 630/ per share. The companyshare was listed on National Stock exchange of India Ltd (NSE) and Bombay StockExchange of India Limited (BSE). At the present value, the companies marketcapitalization is about Rs.1000 crores.

Profile:

Advanta is an agronomic seed company with more than 20 years track record of success andgrowth. The First Indian Multinational Seed Company with global foot-print. The company witha strong presence in the domestic & International market and have been steadily investing inresearch, development and technology. The Company has unique, superior & proprietary germplasm and intellectual properties which give us a robust platform for the growth.

Advanta has leadership position in crops like Sorghum, Sunflower, Rice, Corn, Canola, Mustard,Cotton and Vegetables.


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While continuing with traditional breeding principles, company have over the years successfullyadopted the latest technological innovations to fast track their crop research. Dihaploid andMolecular Marker technology are some of the technologies they have successfully adopted intheir crop improvement programs. Comapny have entered into strategic alliance with some of theleading and very best technology innovation companies across the world for value added biotech

traits like pest resistance, herbicides and drought tolerance.

4.A Facilities Recommended :(Rs. in Crore)

Nature Existing Proposed Secured/Unsecured along withthe basis thereof(As per RBIs guidelines)

Fund Based

CC(H) 0 55.00

WCDL

FOBP/FOUBP/FABC

Others

Fund Based Ceiling

Non Fund Based

ILC/FLC

ILG/ FLG

Non Fund Based Ceiling

Term Loan

Limit of credit exposure onaccount of all derivativeproducts

TOTAL COMMITMENT 0 55.00

4.B Our Commitment and Maximum Permissible Exposure Norms

Existing Proposed %age of BanksCapital Funds as on31.03.2009

As per Exposure Norms

Amount (%age)

Company 0 55.00Group 0 0.00

4. C Short Term Loans sanctioned by PNB in last 12 months, if any

Date of sanction Amount Period ROI Date of

Adjustment Roll over

NIL

4. D Details of facilities provided outside consortium including exposure onaccount of derivatives, if any

Name of theInstitution

Nature offacility

Security O/sas on

Purpose Rate ofInterest


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a)

b) Nil

5.A Facilities from PNB Subsidiaries/Exposure by way of investment inEquity/Debentures/Derivatives/Foreign Exchange etc. :

(Rs. in Crore)Name of theInstitution

Nature offacility

Security O/sas on

Purpose Overdue, ifany

a) NILb)

5.B Term Loans from other Banks/Financial Institutions/Other Institutions -(including Lease, ICDs, Corporate Loans, Debentures etc.)

(Rs. in Crore)

Name of the Bank/FI FacilitySanctioned

Balance O/sAs on

31.12.2008

Overdue, ifany

Rate ofInterest

30.00

5.C Credit Rating by agencies {CRISIL/ICRA/CARE/FITCH INDIA} with purpose ofsuch rating.

Agency Rating Date of Rating Significanceof Rating

Purpose Validity Date

CARE AA (SO) Long TermFacilities

CARE PR1 +(SO)

Short TermFacilities

5D. Details of Working Capital Limits from the Consortium/Multiple Banking(Rs. in Crore)

Name of the Bank Existing Share % Proposed Share % ROI

FB NFB FB NFB FB NFB FB NFB

ICICI Bank 40.00

HSBC 25.00

6. Details of Group /Allied/Associate firms and the facilities sanctioned to themalong with conduct of these accounts with our Bank/ other Banks andcomments on adverse indicators, if any.

As per Appendix I7.A(i) Financial Position of the Company as on close of financial year for last threeyears and estimated for last year and projected for the next year

(Rs. inCrore)Two yearsearlier (say31.3.07)

One yearearlier (say31.3.08)

Previous year (say31.3.09)

Projections forthe current year(say 31.3.10)


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Audited Audited Estimated Audited

Gross Sales

- Domestic

- Export

% growth *

Net sales (net of excise

duty etc.)Other Income

Operating Profit/Loss *

Profit before tax

Profit after tax

Depreciation/Amortization ofexpenses

Cash profit/ (Loss) *

EBIDTA/PBIDTA

Paid up capital

Reserves and Surplusexcluding

revaluation reservesMisc. expenditure notwritten off

Accumulated losses *

Deferred TaxLiability/Asset

a) Tangible Net Worthb) Investment in alliedconcerns andamount of crossholdingsc) Net ownedfunds/Adjusted TNW

(a b) *Share applicationmoney

Total Borrowings

Secured

Unsecured

Investments

Total Assets

Out of which net fixedassets

Net Working Capital *

Current Ratio

Debt Equity Ratio

Term liability/ AdjustedTNW

TOL/Adjusted TNW

Operating Profit/Sales

Long Term Sources

Long Term Uses

Surplus/ Deficit

Short Term Sources

Short Term Uses


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Surplus/ Deficit **

* In case of negative growth/loss/erosion in TNW and NWC, the figures should be prefixed with-ve sign.

** To match with NWC

7A (ii) Key Financials upto last quarter

(as per published Un-audited Results in case of listed companies)(Rs.

Crore)Periodended

Cumulativeposition as onlastquarter/HY/Q3endedHY 30.06.2009

Correspondingposition ofquarter/HY/Q3 oflast year

HY 30.06.2008

%Change

Acceptedfor thecurrentyear

%ageachievementupto latestquarter/HY/Q3

Remarks

Sales 84.97 81.04 4.84% 166.00 48.81%

OtherIncome

0.94 0.73 28.76%

PBT 0.34 3.58 9.60% 6.70 5.07%

PAT 0.15 2.02 7.48% 5.40 2.77%

7B. Brief discussion on Financial Indicators(Interpretation/inference drawn in respect of Latest financial/last FY indicators to be discussed)

(The financial parameters of the borrowing company may bediscussed/commented upon as mentioned hereunder. However, it isonly an indicative list. The appraising authority should also discussparameters showing abnormal variation/trend and any otherproposal specific parameters.)

Paid up capital/TNW

(Details of authorised/issued/paid up capital alongwith shareapplication money to be given.)

Reconciliation of TNW(Rs. in lacs)

TNW as on close of FY ended 31.12.2007 43294.00

Add 709.00

Less 0.00

TNW as on close of FY ended 31.12.2008 44003.00

Sales

(Actual sales should be compared to the sales of the lastyear/estimated sales (in actual and percentage terms). The reasonsfor decrease in sales from last year/variations from the estimated


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sales should be given. The current year estimates and itsacceptability with due justification should be mentioned.Justification for accepting the increase in sales, viz. expansion,diversification, marketing strategies should be given.)

Other income

(The sources of other income should be mentioned and any variationfrom the estimates should be commented upon. The income fromthe core activity vis-a-vis other income should also be commented.)

Profitability

(Reasons for positive/negative movement in profitability of theborrowing company should be given. Actual EBIDTA and net profitcompared to the figures of last year/the estimated figures should becommented upon. The current year estimates of net profit and itsacceptability with due justification should be mentioned.)

Investments

(Details and nature of investments including cross holdings,investment in subsidiaries/group companies should be mentioned.The key financials parameters of the companies in which theborrowing company has invested should be given.)

Diversion of funds

Details of use of funds for the purpose other than the one for whichthe sanction is accorded alongwith the reasons and proposed actionthereof

Current ratio/Debt Equity Ratio

(Reasons for movement and steps taken to improve the same begiven.)

Balance Sheet analysis to be enclosed.

7C Capital Market Perception

Listing BSE/NSE

Face Value 10.00

Current Share Price as on 10.08.2009 549.90

52 weeks High / Low 861.00/311.90

Market Capitalisation as on10.08.2009

Rs.925.85 crores


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7.D Details of investment in Shares, Debentures, Units or investment of fundsoutside the business etc. (Along with comments in case of increase)

Particulars No. of shares/debentures/ units

Facevalue

Market value, ifquoted

Remarks

TOTAL

7.E Details of Liabilities not accounted for/Contingent liabilities

(i) income Tax matters under dispute:a) Pending with authorities at various levels Rs.1,577.54 lakhs

b) Estimated liability on the basis of past assessment in respect of pendingassessments Rs.380.79 lakhs

(ii) Claims against the company not acknowledged as debts Rs.56.61 lakhs(iii) Guarantee is given for by companys bankers on behalf of:a) Subsidiary company Rs.750.00 lakhsb) Others Rs.100.00 lakhs

Details of derivatives transactions

7.F Position of assessment of income tax/sales tax/wealth tax of the borrowingconcern/partners/proprietor/promoter directors/guarantors

According to the information, no undisputed amounts payable in respect of providentfund, investor education and protection fund, employees state insurance, wealthTax, Income Tax, Service Tax, sales Tax, Customs duty, cess and other undisputedstatutory dues were outstanding at the end, for a period of more than six months fromthe date they became payable.

According to the records of the Company, the dues outstanding of Income-tax onaccount of any dispute are as follows:

Name ofthe Statue

Nature of dues Amount(Rs. in lakhs)

Period to whichthe amountrelates

Forum wheredispute is pending

IncomeTax, 1961

Income Tax 59.94 Ass year 1999-00

Income TaxAppellate Tribunal

0.07 Ass year 2003-04

Comm of IncomeTax (Appeals)

50.74 Ass year 2005-06


137.39 Ass year 2006-07


Total 248.14

7.G Information on litigation initiated by other banks/FIs against the borrower asper latest Audited Balance Sheet, if any


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Nil

7.H Overall likely impact of (7.C to 7.G) on the financial position of the borrowingunit:

The Tangible Net Worth of the company is Rs.446.04 Crores as on 31.12.08. Theoverall impact of the above, if any, it is felt that, the company would be in aposition to absorb the same, without much affecting Its day to day Operations.

8. SECURITY

A. Primary

i) For working capital limits

ii) For Term Loan

B. Collateral (Information in respect of mortgage of IP to be given only in thefollowing format:

i)Hypothecation/ Mortgage of Block Assets Immovable Properties

(Rs. in Crore)Security

Description

Area in

Sq Mor Sq

Ft

Ownership Value Basis for

valuation

Date Whether

existing/fresh

Lastsanction

Presentbookvalue

Realisablevalue

ii) First/Second/Third charge/Paripassu charge(Rs. in Crore)

Nature oflimits

Security

Value of blockassets as on: (asper B/Sheet)

Value of block assetsexcluding specificcharge if any

Extent of first /second chargeholders

Balance / residual value ofcharge available to bank/consortium

TermLoan

Working

Capital

iii)Personal /Corporate Guarantee

Name ofGuarantor

Relationshipwith

borrower

Net Worth Immovable property Date ofconfidential report


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Prev.As at.

PresentAs at .

Prev.As at.

PresentAs at .

Prev. Present

iv) Comments on changes, if any. Nil

v) Status of creation of charge:

8. C Security Margin ( Fixed Asset Coverage Ratio for term loans)

Existing Proposed

Nature Book value FACR Book Value FACR on projectcompletion

Primary

CollateralTotal

9. Position of Account as on Not applicable (Rs. in _____)

Nature Limit* VS DP Balance Irregularity

* To be reported strictly as per sanction. Any irregularity to be reported separately

10.A Conduct of the Account including details of terms & conditions notcomplied with. Comments on following should be given : Not applicable

Availment of limit, overdrawings,

Routing of proportionate business in consortium, routing of sale proceeds,honouring of commitment in non fund based facilities(details of LC/LGdevolved/invoked with amount),

Regularity in submission of CMA data/ financial statement/QMS/StockStatement.

The information regarding no. of cheques returned with amount involved

due to financial reasons during the review period should be mentioned. The amount/frequency of irregularity in the account during the review

period should be mentioned.

10.B i) Value of the Account - Not applicable(Rs. in _______)

Limit Last year Current year

Nature Amount Interest/Commission

Yield(%)

Interest/Commission

Yield(%)


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Working capital(FB)

NFB

Term Loan

Bills purchased/collected

Any other incomesuch as Escrowaccount fee, etc.

Total

Details of other ancillary business such as opening of staff salary account/ availment ofretail lending schemes by staff members/opting of cash management system of thebank, etc.

10.B ii) Deposits including Escrow/TRA account with details

Current year Last year

No. of A/c Amount * Average balance O/SSaving

Current

Escrow

Termdeposit

Total

* Whether as margin money or free float

10.C Review of the Account and Summary of serious irregularities pointed outby Banks Inspectors, Concurrent Auditors, Credit Audit & Review Division(CA&RD), RBI Inspectors, Statutory Auditors, observations of Stock Audit Report,Comment on Preventive Monitoring Score Trends, (and status of rectification ofthese irregularities)

Not applicable

10.D(i) CONFIRMATION

1. Compliance of last sanctioned terms Yes/No

2. Security documents are valid/duly vetted/enforceable Yes/No

3. Proper charge on securities created Yes/No4. Confirm that company/directors are not under bank/RBI/ECGC/

CIBIL defaulters/caution listYes/No

5. Confirm that payment of statutory liabilities is not in arrears

Yes/No

6. Confirm that no litigation against/by the company is pending

Yes/No


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7. Corporate governance practices are being followed as perAuditors report

Yes/No

8. Confirm that no deviations are made from usual norms/policyguidelines

Yes/No

9. Confirm that Exposure is within banks internal ceilings/RBIprudential norms

Yes/No

In case of No, details alongwith the reasons, justifications and action proposed shouldbe furnished.

10.D(ii) AUDIT/INSPECTION/MEETINGS Not applicable

Particulars Last date Remarks/Observations/Steps taken

a) Annual inspection

b) Stock auditc) Consortium meeting

d) Closure of IR

10.E In case of audit conducted by RBI Whether commented/specialmentioned account Details as per Appendix III (B)

Not applicable

PART II

11.A(i) Industry Rating as per RMD : There is no rating in the LA Cir No.

A.(ii) Detailed Industry Scenario and Comments on management, production andmarketing as well as Borrowers' diversification, expansion, modernisationprogramme

As per Appendix IV

12. Present Proposal : Sanction of working Capital limit of Rs.55.00 crores by wayof takeover of working capital limit of Rs.40.00 crores from ICICI Bank and allowing fresh

working capital Rs.15.00 crores.

a) Justification for working capital sanctioni) Assessment of Fund Based Limits

(Amt in crores)Item Current Years Estimates

2010- 2011Accepted for assessmentYear 2010- 2011


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Chargeable current assets 134.80 110.00

Other current assets 65.10 64.60Total current assets 199.90 174.60

Other current liabilities 42.50 42.50Working capital gap 157.40 132.10

Net Working Capital at 25%of Total Current Assets lessExport Receivables

49.98 43.65

Projected net working capital 67.40 42.10

Permissible bank finance 90.00 90.00

ii) Justification for Fund based working capital limits proposed

Not applicable

b) Justification for Non Fund based limits

Not applicable

c) Justification for term loan/DPG _ Not applicable

(i) Purpose

(ii) A. Appraising agency

B. Whether vetted by any Technical Officer/ Other Official ofBank (Name and designation to be furnished).

(iii) Summary of cost of project and means of finance

(iv) Sources of Promoters Contribution and the time schedule as towhen the funds will be brought.

(v) Status of tie-up of loans

(vi) Brief explanation for each major individual item of cost of Projectwith present status along with comments on thereasonableness/competitiveness

Not applicable

vii) Comments on all major technical aspects like locational advantage,Technology/ manufacturing process, power, man power, utilities,transportation, etc.

Not applicableviii) Summary of profitability, Break-Even, DSCR and IRR with comments

thereon including Assumptions underlying profitability projections:


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Detailed projected profitability projections, balance-sheet, cash flow areas per Appendix VII

Stand Alone Project Company as a wholeDebt-Equity Ratio

Average DSCR

Minimum DSCRInterest coverage ratio (ISCR)

Internal Rate of Return (Pre Tax)

Break Even Point

Cash Break Even

ix) Detailed Sensitivity Analysis:

x) Status of various statutory approvals and clearances

xi) Present physical & financial status of project, if any

xii) Implementation schedule

Activity Starting Date Completion Date

xiii) Draw Down Schedule Quarter-wise

Period of Draw Down Amount (Rs. In _____)

Quarter Ending June, 200___Quarter Ending September 200___

Quarter Ending December 200__Quarter Ending March 200__

xiv) Proposed repayment schedule

Scheduled date of Completion of Project

Commercial Operations Date (CODImplementation period (in months)

Moratorium (in months)Repayment period in months/quarters/ Half year

No. of installment

Starting Date

End Date (Last installment)

Door to door tenor

13. Pricing


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(a) Justification

(b) ROI/other charges stipulated by other participating banks, if applicable

14. Other Issues not discussed elsewhere

15. Strengths & Weakness with mitigants, if any

16. Recommendations:

The recommendations may be submitted as under:

Recommended for sanction of(Rs. in lacs)

Limits Existing Recommended by Circle/ Branch

TL

WC (FB)

NFB

Total/Ceiling

Other issues for approval, if any

I)II)

SUBJECT TO

I)II)

Detailed Terms and Conditions are as per Appendix I.

Certified that the stipulated terms and conditions have been duly discussed withthe borrower.

(NAME) (NAME) (NAME)

MANAGER CHIEF MANAGER CIRCLE HEAD

DATE:


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Annexure

Advanta is an agronomic seed company with more than 20 years track record of successand growth. The First Indian Multinational Seed Company with global foot-print.Company with a strong presence in the domestic & International market and have been

steadily investing in research, development and technology. The Company has unique,superior & proprietary germ plasm and intellectual properties which give them a robustplatform for the growth.

Advanta has leadership position in crops like Sorghum, Sunflower, Rice, Corn, Canola,Mustard, Cotton and Vegetables.

While continuing with traditional breeding principles, they have over the yearssuccessfully adopted the latest technological innovations to fast track their crop research.Dihaploid and Molecular Marker technology are some of the technologies they havesuccessfully adopted in their crop improvement programs. Company has entered intostrategic alliance with some of the leading and very best technology innovation

companies across the world for value added biotech traits like pest resistance, herbicidesand drought tolerance.

Geographical Presence:

Advanta is truly Indian multinational having presence in India, Australia, Argentina,Thailand, US, Indonesia, Mauritius and Netherlands. Company is making its strategicfootprint in different geographies with the objective to make cater the most of the worldmarket.

The company through its international business exports seeds to more than 25 countriesin all the continents of the world.

Presently, the company is working on building in its presence in Brazil and China. Thecompany is significantly investing in building business in Europe and CIS countries.

Corporate Structure:

As of 31st March 2009, company has 14 subsidiaries situated at different geographies ofthe world.

During the last 3 years, the company has acquired

Acquisition:

Business acquisition of Golden Seeds Pvt. Ltd.

In May 2007, the company acquires the Business of Golden Seeds Pvt. Ltd., is aprominent vegetable seeds player in the Indian vegetable seeds market and has itsposition amongst the first five largest vegetable seeds companies. The company is mainlyselling products like Cabbage, Cauliflower, Tomatoes in addition to Sweet corn,


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Unicorn seed is head quartered in Hyderabad and has its R&D activities in Bangalore andHyderabad. The key crops of Unicorn are Tomato, Egg plant, Hot pepper, Okra, MuskMelon, Cucumber and Watermelon.

Unicorn is significantly engaged in custom production for key Vegetable Seed Suppliers

in Europe, Asia and USA. It has a strong presence in the domestic and export markets ofvegetable seeds.

(iv)Acquisition of Garrison and Townsend LP, USA:

Company has acquired the 100% shareholding in Garrison and Townsend (GT) LP, USAfor a consideration of US$ 10.5 Million on 3rd March, 2008. GT has strong presence inGrain Sorghum market that contributes about 32% of its revenue, forage sorghum, BMRsorghum and Sorghum Sudan contributing about 67% of its revenue. In the fiscal year2008, GT achieved a sale of about US$ 15 Mn. This acquisition establishes theCompanys presence in Sorghum markets in USA in particular and strengthens the

Advantas presence in sorghum world wide, in general.

GT is a Company that is involved in research, production, conditioning, marketing andselling of hybrid grains and forage sorghum seeds. Its products are marketed throughoutthe United States as well as in Italy, Israel, Pakistan, Mexico, Central America, SouthAmerica and Japan. Ten largest customers of GT contribute about 60% of its revenue.

(v) Acquisition of Advanta Seeds USA LLC:

Company has acquired 100% Sunflower business of Limagrain, Fargo, ND, USA. Thisacquisition will further strengthen Advantas already existing sunflower breedingprograms across the world. The Sunflower breeding programs represent one of largestand strongest sunflower breeding groups in the world with major market shares acrossAsia, Oceania, Africa, North and South America.

MANAGEMENT :

Felipe Osorio, a Colombian citizen 20 years experience with agricultural input industryin USA, Latin America and Asia-Last 14 years with Monsanto now heads AlianzaTeam in Colombia.

Dr.Ganesh Kishore, US citizen former Chief Biotechnology Officer at Dupont Former Chief Biotechnologist and President, Nutrition Sector, Monsanto Company-27years experience in biotech and seed industry and inventory of major Ag traits.

Sam Dryden, US citizen investor and developer of Life Sciences ventures withparticular application, scale and commercialization of early stage technologies-currentlyManaging Director of Wolfensohn and Co focusing on private equity investments inbiofuels and alternate energy technologies CEO of Emergent Genetics LLC.


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Jonathan Malkin, US citizen 20 years experience in Ag germplasm Founder andManaging General Partner of ATP capital LP, a private equity fund.

Directors:

Jai R. Shroff, 42, a non-resident Indian, is the Chairman of the Company. Jai R. Shroff isa graduate in Chemistry from Bombay University and he is the executive director ofUPL. He is currently responsible for managing new projects / ventures, planning anddevelopment of new products, international business and strategic alliances with variousparties in different markets.

Vikram R. Shroff, 35, an Indian national, is a Director of the Company. Vikram R.Shroff is an executive director of UPL. Vikram R. Shroff is an alumnus of the Universityof Mumbai, from where he graduated with a degree in Chemistry. Vikram R. Shroff isalso a graduate of Harvard Business School, from where he completed theOwner/President Management Program. He is currently responsible for human resource

planning, purchase, commercial, marketing (local) and production functions and mainlylooks after cost reduction measures which contribute towards profitability, qualityassurance and productivity of the organization.

V.R. Kaundinya, 52, graduated in agriculture from the A.P. Agriculture University andobtained Masters in Business Management with specialization in agriculture form IndianInstitute of Management, Ahmedabad. Prior to this appointment he held various seniorpositions in Hoechst India, Cyanamid India and as Managing Director, Cyanamid AgroLtd., and Emergent Genetics India Limited. He was actively associated with the industryorganizations like Crop Life India, All India Crop Biotechnology Association andAssociation of Seed Industry.

Vinod Sethi is the Director of the company since 13th September 2006. He is a ChemicalEngineer from IIT, Mumbai and MBA in finance from Stern Graduate School ofBusiness, New York University. He has an experience of 12 years working as the chiefinvestment Officer of the Indian business division of Morgan Stanley and appointed as itsManaging director in 1995. He has also served as the Chief Investment Officer forMorgan Stanley Asia. Vinod Sethi has considerable experience in investing in secondarymarkets, initial public offerings, pre-initial public offerings, private equity and early stagefinancing.

Vasant P. Gandhi, was appointed on the Board on 22nd January, 2007 as IndependentDirector of the Company. He holds Doctorate in Development Economics from Stanford

University. He has done Post Graduation in Management from IIM, Ahmedabad. He ishaving 23 years of Professional Experience and has worked with National DairyDevelopment Board (NDDB), Stanford University, World Bank and International FoodPolicy Research Institute. He is member of Audit Committee of Advanta India Limited.Currently he is a Professor at the Indian Institute of Management, Ahmedabad. Hispresence in the Board has immensely benefited the Company


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Hardeep Singh, was inducted into the Board on 22nd January 2007 as an IndependentDirector of the Company. He graduated in Economics from Pune University and has alsodone Advance Management Programme from Kellogg School of Management. He isChairman of Amalgamated Plantations and also a Honorary chairman of Cargill IndiaLimited. Prior to joining Cargill, he was the Director of Rallis India Limited, a TATA

Group Company. He was responsible for Rallis predominant Agricultural businessesincluding Agrochemicals, Fertilizers and Seeds. During his stewardship Rallis becameIndias largest Agrochemicals business. He also set up the marketing system for TATAFertilizers and pioneered the TATA Kisan Kendras. He is an invited member on theNational Council of CII, and Chairs the CII committee on rural markets andinfrastructure. He has been Chairman of the Agribusinesses committee of AMCHAM. Heis a past Chairman of the Committee on Rural Infrastructure at CII and a member theNational Committee for Agriculture of FICCI. He has been an advisor to the ChiefMinister of Punjab on Agriculture Policy.

Financial performance: Consolidated (Amt in Cores)

2006 2007 2008

Income (Incl. Other income) 304.80 454.88 623.36

EBIDTA 55.99 82.25 113.51

Cash Profit 54.84 56.75 69.25

PAT 49.35 44.46 51.37

EPS 2.90 2.84 3.00

Share Capital 8.40 16.83 16.86

Net Worth 113.81 453.27 459.77

Net Borrowings (net of cash incl.

working capital)

322.45 260.69 363.28

Net Block (Tangible & Intangible) 395.06 522.19 646.74


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Advanta India (As standalone, operational entity):

In India, Advanta is growing rapidly. Although Advanta was having presence in allstrategic markets of India, it has shown rapid growth after acquisition by UPL.

During the past couple of years, Advanta has made remarkable presence in Rice,Sunflower, Maize and Mustard. With acquisition of Golden Seeds and Unicorn Seeds,company has entered into Vegetable Seeds market.

India Seed Industry and Advanta:

India Seed Market has seen fast technological changes i.e. from open pollinated seeds tohybrid seeds to genetically modified seeds.

Rice: Hybrid Rice market is growing on an average of 20%-25% CAGR. By the end of2010, market size is expected to 25,000 metric tones and Advanta is aiming a market

share of 8% to 10%.

Mustard: This market is predominated by open pollinated seeds. Advanta is pioneer inintroducing hybrid mustard seed in India. There are vast opportunities for hybrid mustardseed by converting OP (as seen in Rice) sown area to hybrid.

Sorghum: Although sorghum market is not showing any growth, bio energy market hasopened up good opportunity for sorghum. This market is fast growing.

Corn/Sunflower: This market is showing steady market growth. Advanta is increasingits market share by introducing new products.

Cotton: Indian seed industry has seen dramatic shift of cotton seed from hybrid togenetic modified seed. Advanta is late entry in this segment but making its marketpresence steadily.

Research & Development:

Research & Development is the corner stone of their business. R&D strategy involvesrealizing genetic gains in their elite, proprietary germplasm at a faster rate and at a higherquality than their competitors. Company has dedicated team of more than 75 employeeswho are focused on the development of new and improved proprietary hybrids based ontheir research.

Investment in research and development has been stepped up considerably during 2008compared to the previous years. Significant amounts have been allocated forstrengthening the biotechnology based research programs.


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Seed Conditioning and Packaging:

Raw seed from farmers field is received at processing plant for cleaning, processing,treating (with chemicals) and packing.

Processing Facilities:

Company has three processing facilities located at:

Kalakkal Village, Toopran Mandal, Medak Dist., Andhra Pradesh

B Camp Post, Krishna Nagar, Kurnool, Andhra Pradesh;

Leased plant at Bharati Brahma Seeds, Nutankal Village, Medchal Mandal, RangaReddy District, and Andhra Pradesh.

The Kalakkal plant is dedicated for Vegetable seed processing and packing facilities. TheKurnool and leased plant are exclusive meant for field crop processing.

All the seeds are passes through stringent quality test in the world class quality controllaboratories before taking processing and packing activities.

MARKET:

A. Domestic:

The company sells its field crop products in the brand ofAdvanta. The vegetable seedsof the company are sold under the Brand Vigro India through their strong distributor anddealer network across India.

Crop Variety

Rice Pac 801,Pac 807,Pac 809 , Pac 832, Pac 835, Pac 837

Sunflower Pac 309, Pac 336, Pac 36, Pac 334, Pac 8699 andSunny 1 .

Maize Pac 712, Pac 740,Scorpio, Missiles , Pac 784

Millets Pac 509,pac 533, Pac 537 , Pac 909, Pac 931, Jumbo

Mustard Pac 401, Pac 402,coral 432

Forage

Sorghum

F. Sorghum Jumbo

Grain

Sorghum

Sugar Graze, Jowar CJH-159, Jowar CJH-159-Bulk,

Jowar PAC 501, Jowar PAC-537, Jowar PAC-509,Jowar PAC-533, Sorghum 395

Hybird Canola Hayola Pac 401

Cotton Aaryan, Speed, Soorya ,Sumo

Vegetables Brinjal, Cauliflower, Tomato, Chilly, Cabbage,Bittergoud, Watermelon, Sweet corn


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new board note

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