Bas

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LETTER OF OFFER
For Equity Shareholders of the Company Only
BASANT AGRO TECH (INDIA) LIMITED
(Incorporated as Shisherkumar Basantkumar Fertilizers Private Limited on 16th October, 1990 and subsequently
converted into public limited company and changed its name to Basant Agro Tech (India) Limited vide fresh Certificate
of Incorporation dated 5th January, 1994)
Registered Office : Plot No. 13/2, Kaulkhed, Near S.T. Workshop, Akola – 444 001 (Maharashtra).
Tel: 0724 - 2436321/325 Fax: 0724 - 2438053
Corporate Office : A-1/3, Sea Lord, Cuffe Parade, Mumbai – 400 005.
Tel: 91-22-22183285/22183332 Fax: 91-22-22183280
E-mail: basantagro_rights@rediffmail.com
Contact Person : Mr. Upendra Somani, Compliance officer
ISSUE OF 47,77,650 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PREMIUM OF RS. 15/- (ISSUE
PRICE OF RS. 25/-) PER EQUITY SHARE AGGREGATING RS. 11,94,41,250/- ON A RIGHTS BASIS TO
THE EXISTING EQUITY SHAREHOLDERS IN THE RATIO OF 3 (THREE) EQUITY SHARES FOR
EVERY 2 (TWO) EQUITY SHARES (i.e. 3:2) HELD ON JULY 11, 2006 (RECORD DATE).
(THE ISSUE PRICE FOR EQUITY SHARES IS 2.5 TIMES OF THE FACE VALUE OF THE EQUITY SHARE).
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds
in this issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk
factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors
must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not
been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee
the accuracy or the adequacy of this document.
The attention of investors is drawn to the statement of Risk Factors appearing on page nos. iv to ix of this
Letter of Offer.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer
contains all information with regard to the Issuer and the Issue, which is material in context of the Issue, that the
information contained in this Letter of Offer is true and correct in all material respects and is not misleading in any
material respect, that the opinions and intentions, expressed herein are honestly held and that there are no other
facts, the omission of which makes this document as a whole or any of such information or the expression of any
such opinions or intentions misleading in any material respect.
LISTING
The existing Equity shares of the company are listed on Bombay Stock Exchange Limited (BSE), Designated Stock
Exchange. The Company has received in-principle approval from BSE vide their letter no. DCS/SJK/SM/JA/06
dated May 09, 2006 for listing of the Equity Shares being issued in terms of this Letter of Offer.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
KEYNOTE CORPORATE SERVICES LIMITED SHAREX DYNAMIC (INDIA) PRIVATE LIMITED

307, Regent Chambers, 17/B Dena Bank Bldg,
Nariman Point, 2nd Floor, Horniman Circle,
Mumbai - 400 021. Fort, Mumbai – 400 001.
Tel.: (022) 2202 5230 Fax : (022) 2283 5467 Tel.: (022) 2270 2485 Fax: (022) 2264 1376
Website: www.keynoteindia.net E-mail ID: sharexindia@vsnl.com
E-mail ID: mbd@keynoteindia.net SEBI Regn. No.: INR 000002102
SEBI Regn. No.: INM 000003606
ISSUE OPENS ON LAST DATE FOR RECEIVING ISSUE CLOSES ON
REQUESTS FOR SPLIT FORMS
Wednesday, August 09, 2006 Thursday, August 24, 2006 Friday, September 08, 2006
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II. TABLE OF CONTENTS
SECTION CONTEN TS PAGE NOS.
III DEFINITIONS AND ABBREVIATIONS i
IV RISK FACTORS iv
V INTRODUCTION
Industry Summary 1
Business Overview 3
Offering Details 4
Financial Highlights 5
VI GENERAL INFORMATION
Details of Board of Directors 7
Issue Management Team 8
VII CAPITAL STRUCTURE OF THE COMPANY 10
VIII PARTICULARS OF THE ISSUE
Object of the Issue 15
Cost of Project & Means of Finance 15
Basis for Issue Price 23
Statement of Tax Benefits 25
IX ABOUT THE ISSUER COMPANY
Industry Overview 31
Business Overview 39
Details of the Business of the Company 41
Key Industry Regulations 49
SWOT Analysis 50
X HISTORY OF THE COMPANY
Brief History 52
Main Objects of the Company 52
XI MANAGEMENT OF THE COMPANY
Board of Directors 53
Corporate Governance 54
Details of Key Managerial Personnel 57
XII PROMOTERS
Details of Promoters 59
Other Ventures Promoted By Promoters 60
XIII FINANCIAL INFORMATION
Auditors Report 62
Management’s Discussion and Analysis of Financial Condition and Result of Operations 78
XIV LEGAL AND OTHER INFORMATION
Outstanding Litigations 82
Government Approvals 85
XV OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue 87
Prohibition by SEBI 87
Disclaimer Clause 87
Listing 89
Stock Market data for shares of the Company 91
XVI TERMS OF THE ISSUE 93
XVII OTHER INFORMATION
Main Provisions of Articles of Association of the Company 107
Material Contracts and Documents for Inspections 117
Declarations 118
LETTER OF OFFER
III. DEFINITIONS/ABBREVIATIONS
CONVENTIONAL / GENERAL TERMS
Act The Companies Act, 1956 and subsequent amendments thereto
AGM Annual General Meeting
EGM Extra Ordinary General Meeting
EPS Earnings Per Share{EPS = Profit After Tax/No. of Equity Shares}
FY Financial Year
GOI Government of India
MOU Memorandum of Understanding
NAV Net Assets Value {NAV= Networth/ No. of Equity Shares}
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBDT Profit Before Depreciation and Tax
PBIDT Profit Before Interest Depreciation and Tax
PBT Profit Before Tax
RONW Return on Networth {RONW = (Profit After Tax/Networth)*100}
OFFERING RELATED TERMS
Articles Articles of Association of The Basant Agro Tech (India) Limited
Board Board of Directors of The Basant Agro Tech (India) Limited
Committee of Directors Committee of the Board of Directors of The Basant Agro Tech (India) Limited
authorized to take decisions on matters related to / incidental to this Rights
Issue.
CAF Composite Application Form
Issuer/Company/ BATL The Basant Agro Tech (India) Limited / the Issuer Company
Designated StockExchange /BSE Bombay Stock Exchange Limited
Equity Shareholders Equity shareholders of the Company whose names appear on Record Date
as:
§ Beneficial owners as per the list furnished by the depositories in respect
of the Equity Shares held in the electronic form and
§ On the Register of Members of the Company in respect of the Equity
Shares held in physical form.
Equity Shares Equity Shares of the Company of Rs.10/- each
Issue Opening Date The date on which the issue opens for subscription.
Issue Closing Date The date on which the issue closes for subscription.
Issue Period The period between the Issue Opening Date and Issue Closing Date and
includes both these dates.
Issue Price The price at which the equity shares will be issued by the Company under
this Letter of Offer.
i
Lead Manager/ LM/KCSL Lead Manager to the Issue i.e. Keynote Corporate Services Ltd. (KCSL)
Letter of Offer/ LOF/ Offer Document This Letter of Offer dated July 27, 2006.
Memorandum Memorandum of Association of Basant Agro Tech (India) Limited
Offer/ Issue Issue of 47,77,650 Equity Shares of Rs. 10 each for cash at a premium of
Rs. 15/- (issue price of Rs. 25/-) per Equity Share aggregating Rs.
11,94,41,250/- on a rights basis to the existing Equity shareholders in the
ratio of 3 (Three) Equity Shares for every 2 (Two) Equity Shares (i.e. 3:2)
held on July 11, 2006 (record date)
COMPANY/INDUSTRY RELATED TERMS

SSP Single Super Phosphate
DAP Di-Ammonium Phosphate
NPK Nitrogen (N), Phosphate (P), Potash (K)
ICAR Indian Council for Agricultural Research
SAU State Agricultural Universities
NSC National Seed Corporation
FCSI State Farms Corporation of India
MRP Maximum Retail Price
CACP Studies Commission for Agricultural Costs and Prices
ICRISAT International Crop Research Institute for the Semi and Tropic
PDIL Project and Development India Limited
FEDO FACT Engineering and Design Organisation
DCS Distributed Control System
ICB International Competitive Bidding
RCF Rashtriya Chemicals & Fertilisers Limited
FCI Fertiliser Corporation of India
HFL Hindustan Fertiliser Corporation of India
DIL Ducan Industries Limited
P&K Fertiliser Phosphatic and Potassic fertilisers
DAC Department of Agriculture and Co-operation
DOF Department of Fertilisers
TAC Technical Audit and Inspection Cell
NPSD New Policy on Seed Development
CVRC Central Variety Release Committee
VCU Value for Cultivation and Use
DUS Distinctness, Uniformity and Stability
AICCIP All India Coordinated Crop Implement Project
TRIPS Trade Related Intellectual Property Rights
GATT The General Agreement on Tariffs and Trade
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LETTER OF OFFER
ABBREVIATIONS
AP Andhra Pradesh
CDSL Central Depository Services (India) Limited
CLB Company Law Board
CAGR Cumulative Average Growth Rate
DCA Department of Company Affairs
Depositories Act The Depositories Act, 1996 as amended from time to time
Depository A Depository registered with SEBI under the SEBI (Depositories &
Participant) Regulations, 1996 as amended from time to time
DP Depository Participant
FCNR Account Foreign Currency Non Resident Account
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations
there under and amendments thereto
FERA Foreign Exchange Regulation Act , 1973
GDP Gross Domestic Product
IFI/FI Indian Financial Institution
FII (s) Foreign Institutional Investors registered with SEBI under applicable laws.
MP Madhya Pradesh
NA Not Applicable
NR Non Resident
NRE Account Non Resident External Account
NRI(s) Non Resident Indians
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
RBI The Reserve Bank of India
R&D Research and Development
SEBI Securities and Exchange Board of India
SEBI (SAST) Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997.
SEBI Guidelines Means the extant Guidelines for Disclosure and Investor Protection issued
by Securities and Exchange Board of India, constituted under the Securities
and Exchange Board of India Act, 1992 (as amended), called Securities and
Exchange Board of India (Disclosure and Investor Protection) Guidelines,
2000.
iii
IV. RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Letter of Offer, including the risks and uncertainties described below, before making an investment in our Equity
Shares. The Letter of Offer also includes statistical data regarding the fertilizer industry. This data has been obtained
from industry publications, reports and other sources that the Company and the Lead Manager believes to be reliable.
Neither the Company nor the Lead Manager has independently verified such data. If any of the following risks actually
occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could
decline, and you may lose all or part of your investment.
Any projections, forecasts and estimates contained herein are forward looking statements that involve risks and
uncertainties. Such statements use forward looking terminology like “may”, “believes”, “will”, “expect”, “anticipate”,
“estimate”, “plan” or other similar words. The Company’s actual results could differ from those anticipated in these
forward looking statements as a result of certain factors including those, which are set forth in the “Risk Factors”
below.
INTERNAL RISK FACTORS
Specific to the project
1. Our major capital expenditure plans as per details given below may not be completed within the scheduled time
frame or at the cost levels originally anticipated
We intend to expand the production capacities of SSP fertiliser plant as well as erect the R & D station for the seed
division of the company. The company has acquired the NPK fertiliser plant at Sangli and capital expenditure on
account of renovation of the said plant is to be carried out. For more details on our capital expenditure plans please
refer to details commencing on page no. 15 of the letter of offer. The commencement of the production may be delayed
if there is any delay in procurement of material or completion of the renovation work or because of unforeseen
reasons, events, or circumstances. This may result in cost over run as well as delay in commencement of the production.
As a consequence of project delays cost overrun or for any other reasons we may not achieve the economic benefit
expected of this project and that could adversely affect the performance of the company.
2. The company has not entered into any definitive agreement or placed orders for purchase of some of the
equipments/machineries for the proposed expansion.
The Company is yet to place orders for some of the Equipment / Machineries required for the Capital Projects and
other expansions aggregating to Rs. 48.91 lacs. For more details on orders placed by the company please refer to
details under Section VIII - Particulars of the issue commencing from page 15 of the letter of offer. The company is
also yet to enter into agreement for the land to be purchased for the expansion of SSP unit for which an amount of Rs.
25 lacs has been allocated in the cost of the project.
3. The company has not commissioned an independent appraisal for the use of proceeds to be raised through the
Issue.
The proposed project for which the money is being raised has not been appraised by any entity. The use of proceeds of
the issue are based on the internal estimate of the management. The Management of the company is in the business of
manufacturing fertilisers since 1991 and has sufficient experience in this business and also the expertise to appraise
the project.
4. No Monitoring agency appointed
The use of proceeds of the issue has been determined based on internal estimates of the management. In view of the
highly competitive and dynamic nature of the industry in which the company operates it may have to revise the
business plan from time to time and consequently the funds requirement may also change. This may include rescheduling
of the capital expenditure programmes and increase or decrease in the capital expenditure for a particular purpose at
the discretion of the management in the best interest of the Company.
5. Working Capital Requirement forms 66.52% of the cost of the project:
Out of the total cost of project of Rs. 1347.03 Lacs, around 66.52 % i.e. Rs. 896.12 Lacs is to be utilised towards
working capital requirement. The net tangible assets creation out of the issue proceeds is Rs. 406.91 Lacs i.e. 30.21%.
For detailed information on the working capital requirement please refer to page no.20 of the letter of offer.
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LETTER OF OFFER
Internal to the Company
1. The Company is involved in certain legal and regulatory proceedings that, if determined against the Company,
could have a material adverse impact on the Company.
The company is involved in certain civil proceeding, a summary of which is given below:
S. No. Particulars No. of cases / Amount involved
disputes where quantifiable
(Rs. In Million)
1. Civil Proceedings against the Company
- Cases filed under the FCO 8 —
2. Civil Proceedings by the Company
- Under Section 138 of the Negotiable 22 4.07
Instruments Act, 1881
- Against the Government Authorities 2 4.17
For more details refer to page no. 82 of the letter of offer.
Government Sector claims
There are two cases involving government bodies, a summary of which is given below:
Party Amount Status
SICOM Rs 30.00 Lacs Civil suit filed for special capital incentives in Akola
Court on 02.02.1999 (Spl.C. Suit No. 224/99)
Rajasthan State Mines & Rs 11.66 Lacs Petition filed in High court of Judicature of
Mineral ltd. /Union of India Rajasthan, Jodhpur forRestraining them from
recovering Diff in Royalty rock purchased. (Petition
No. 1988/2005 dt 05.04.2005)
For more details refer to page no. 82 of the letter of offer.
2. Restrictive Covenants in Loan Agreements
There are restrictive covenants in the agreements for short term and long-term borrowings from banks, among other
things, which require the Company to obtain the approval of these banks or provide restrictions, namely for, change in
shareholding pattern or capital structure issuing new securities (debt or equity), change in management, effecting
mergers, consolidations or sales of assets, undertaking material diversification in the business of other companies or
creating subsidiaries or making certain investments. These are standard terms stipulated in the loan agreements which
require the company to keep bank informed about:-
a. Any change in the Company’s capital structure.

b. Any scheme of amalgamation or reconstructions.
c. Any scheme of expansion or reconstruction
3. Our operations depend on the timely supply of raw materials and products to our plants and transportation of
our products from our plants to our customers, which are subject to uncertainties and risks.
We depend on various forms of transport, such as seaborne freight, rail and truckling to receive raw materials used in
production and to deliver our products from our manufacturing facilities to our customers. These transportation facilities
may not adequately support our operation due to traffic congestion and unavailability of railway wagons or trucks.
Further, disruption of transportation services because of weather-related problems, strikes, lock-outs, inadequacies in
the road infrastructure and port facilities, or other events could impair our ability to source raw materials and components
and our ability to supply our products to our customers. In addition, significant increases in transportations cost may
adversely impact our financial results.
v
4. Our business is seasonal in nature, with a major portion of our sales arising in the first and second quarter of
the financial year.
The company registers the maximum of its sales during Kharif season (April to September) as compared to Rabbi
season. Our sales in these quarters constituted 66.89% of the total sales in FY 2004-05.
5. Losses by Group companies
Two group companies – M/s Avis Mercantile Private Limited and M/s Uniplan Properties Private Limited have incurred
losses in the past 3 financial years. The details of the losses are given below:
(in Rs.)
Sr. Name of the Year Ended Year Ended Year Ended
No. Company March 31, 2005 March 31, 2004 March 31, 2003
1 Avis Mercantile Private Limited (525) (115) —
2 Uniplan Properties Private Limited (2100) (2350) (1100)
For more information, please see section “Other ventures of the Promoters” beginning on page no. 60 of this Letter of offer.
6. Our product development cycle for the seed business is long.
Our product development cycle for seeds is long due to the various processes and testing that a product has to pass
through before the decision for commercial production is taken. For more details on seed production process please
refer to page no. 40 of the letter of offer. We spend a considerable amount of time and money in order to effectively
market our product. These efforts may not necessarily result in our products being preferred by such customers. In
such cases, we may have incurred substantial expenses on product development, which we may not be able to recoup.
7. Our success depends largely on our senior management and our ability to attract and retain our key personnel.
Any significant changes in the key managerial personnel, may affect the performance of the Company.
Our success depends on the continued services and performance of the members of the senior management team and
other key employees. The loss of the services of our senior management or other key personnel could seriously impair
our ability to continue to manage and expand our business, which may adversely affect our financial condition.
8. Our business is dependent on our manufacturing facilities. The loss of or shutdown of operations at any of our
manufacturing facilities may have a material adverse effect on our business, financial condition and results of
operations.
Our principal manufacturing facilities at Akola, Maharashtra is subjected to operating risks, such as the breakdown or
failure of equipment, power supply or processes, performance below expected levels of output or efficiency,
obsolescence, labour disputes, strikes, lock-outs continued availability of services of our external contractors,
earthquakes and other natural disasters, industrial accidents and the need to comply with the directives of relevant
government authorities. The occurrence of any of these risks could significantly affect our operating results. We carry
out planned shutdowns of our plants for maintenance. Although the company takes precautions to minimize the risk of
any significant operational problems at its facilities, its business, financial condition and results of operations may be
adversely affected by any disruption of operations at the facility, including due to any of the factors mentioned above.
9. Any delay in the commencement of operations as scheduled as per the proposed expansion plan may affect
company’s profitability.
The company is embarking on the proposed expansion and timely commencement of commercial operations at this
project will have a critical bearing on the company’s financial performance. Any delay in its completion or to the
beginning of the production may adversely impact the results of its operations and would also affect the market price
of the Equity Shares.
10. Our results of operations could be adversely affected by strikes, work stoppages or increased wage demands by
our employees.
As of March 31, 2006, we have 71 full-time employees. The number of our employees will increase with our proposed
expansion plans. While we consider our current labour relations to be good, there can be no assurance that we will not
experience future disruptions to our operations due to disputes or other problems with our work force, which may
adversely affect our business and results of operations.
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LETTER OF OFFER
11. Our Promoters and other principal shareholders will continue to control us.
Our Promoters hold an aggregate of 41.54 % of our pre-issue equity share capital. They currently exercise substantial
control over us and inter alia have the power to elect and remove a majority of our Directors and/or determine the
outcome of certain important proposals, which require the specific approval of our Board of Directors or Shareholders.
We cannot assure you that the interest of our Promoters and other major shareholders will not conflict with the
interests of other shareholders, including yourselves.
12. Promises v/s. performance
The company had come out with a public issue during September 1994 wherein one of the objects of the issue was to
set up manufacturing facilities for SSP mixed granulated fertilizers. However, the company abandoned the proposal
of producing the granulated SSP fertilisers and instead increased the NPK fertiliser production capacity from 45000
MT to 60000 MT. For further details on reasons for variations in product manufactured please refer to page no. 90 of
this letter of offer. The details of variations in the projections made in the document vis a vis the actuals are as given
herein under :
(Rs. in Lacs)
Particulars 1994-95 1995-96 1996-97
Promises Actual Promises Actual Promises Actual
Installed Capacity
NPK Fertilisers 30000 45000 30000 60000 30000 60000
SSP fertilisers 22500 0 22500 0 22500 **66000
Capacity Utilization
NPK Fertilisers 70% 70.20% 80% 64.56% 90% 47.13%
SSP Fertilisers 70% 0 80% 0 90% 5.32%
Sales 1918.9 1715.95 2085 2324.51 2251.10 2316.92
Gross Profit 250.3 169.01 282.90 263.15 315.10 272.83
Profit before Tax (PBT) 168.4 117.46 208.50 160.65 243.30 101.01
Profit after Tax(PAT) 115.70 117.46* 140.80 160.65* 162.80 87.75
Gross cash accruals 138.80 146.43 163.90 230.33 185.90 203.82
EPS(Rs/Share) 3.63 3.69 4.42 5.04 5.11 2.75
Cash EPS (Rs / Share) 4.36 4.60 5.15 7.23 5.84 6.40
Dividend (%) 15 12 18 15 20 15
Book Value(Rs/Share) 17.93 18.21 20.55 21.83 23.66 22.90
* There was no taxable income under Income Tax Act, due to the fiscal incentives available to the company under
Section 80 IA the Income Tax Act during the year 1994-95 and 1995-96 for setting up new industrial undertaking.
** The project was commissioned with a term loan from IDBI Bank.
EXTERNAL RISK FACTORS
1. Demand for fertiliser depends upon climatic conditions
The demand for fertilisers depends upon the monsoon and is seasonal in nature. Unfavorable monsoon may affect the
Company’s turnover and profitability.
2. The fertiliser industry is a regulated industry
Fertiliser industry is regulated Industry in India. The Maximum Retail Price as well as subsidy on fertilisers are
dependant on Government regulations. Any change in the Government policies especially pertaining to subsidy may
affect the company’s sales and profitability.
3. A slowdown in economic growth in India could cause our business to suffer.
The Indian economy has shown sustained growth over the last few years with gross domestic products (“GDP”)
growing at 6.9% in fiscal 2005 and 8.5% in fiscal 2004. In its mid-term review of annual policy published on October
vii
25, 2005, the RBI stated that its GDP growth forecast for fiscal 2006 is between 7.0% to 7.5% as a result of a pick-up
in agricultural output and increased momentum in other sectors, and its inflation forecast for fiscal 2006 is between
5.0% to 5.5%. However, any slowdown in the Indian economy could adversely affect our financial performance.
4. A significant change in the Government of India’s economic liberalization and deregulation policies could
disrupt our business and cause the price of our Equity Shares to decline.
Our assets and customers are predominantly located in India. The Government has traditionally exercised and continues
to exercise a dominant influence over many aspects of the economy. Its economic policies have had and could continue
to have a significant effect on private sector entities, including us, and on market conditions and prices of Indian
securities, including the Equity Shares. The present Government, which was formed after the Indian parliamentary
elections in April-May 2004, is headed by the Indian National Congress and is a coalition of several political parties.
Any significant change in the Government’s policies or any political instability in India could adversely affect business
and economic conditions in India and could also adversely affect our business, our future financial performance and
consequently the market price of our Equity Shares.
5. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years. The
extent and severity of these natural disasters has an impact on the Indian economy. Any negative impact of natural
disasters on the Indian economy could adversely affect our business and the market price of our Equity Shares.
6. The performance of the company is linked to the stability of policies and the political situation in India
The role of the Indian Central and State Governments in the Indian economy on producers, consumers and regulators
has remained significant over the years. Since 1991, the Government of India has pursued policies of economic
liberalization, including significantly relaxing restrictions on the private sector. Certain members of the current coalition
Government have been protesting against the privatization measures being undertaken by the Government of India.
The Company cannot assure that these liberalization policies will continue in the future. Protests against privatization
could slowdown the pace of liberalization and deregulation. The rate of economic liberalization could change, and
specific laws and policies affecting companies engaged in manufacturing of commodity products, foreign investment,
currency exchange rates and other matters affecting investment in Company’s securities could change as well. The
withdrawal of one or more of these parties from a coalition Government can result in political instability. Any political
instability could delay the reform of the Indian economy and could have a material adverse effect on the market for
Equity Shares of the Company and on the market for the products.
NOTES :
1. Preissue Networth (as on 31/03/2006) : Rs. 1,256.98 Lacs
Preissue Net Asset value (as on 31/03/2006) Rs. 39.46 per share
Issue Size : Rights Issue of 47,77,650 Equity Shares of Rs. 10 each
for cash at a premium of Rs. 15/- (issue price of Rs. 25/-)
per Equity Share aggregating Rs. 11,94,41,250/-.
Cost per share to the promoter : Rs. 10/- per share
2. There is no interest of promoters/directors/key management personnel other than reimbursement of expenses
incurred or normal remuneration or benefits.
3. For the details of transactions since past 6 months on the stock exchange in the shares of the Company by the
Promoters/Directors of the Company please refer to page no. 12.
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LETTER OF OFFER
4. Related party transactions:
(Rs. in lacs)
Description Year Nature of transaction Amount
Basant Seeds 2005-06 Processing charges paid 5.85
2004-05 Processing charges paid 20.36
2002-03 N.A. N.A.
Ashwin & Co. 2005-06 Trading of fertilizers (Sales & Purchases) 437.86
2004-05 N.A. N.A.
2003-04 N.A. N.A.
2002-03 N.A. N.A.
For more details on related party transactions please refer to page no. 71.
5. The Lead Manager and the Company shall update this Letter of Offer and keep the shareholders/public informed
of any material changes till the listing and trading commencement.
6. All information shall be made available by the Lead Manager and the Company to the public and investors at large
and no selective or additional information would be available only to a section of the investors in any manner
whatsoever.
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LETTER OF OFFER
V. INTRODUCTION
Industry Summary
The Economy of India is predominantly an Agriculture Economy. Large population in the country depends upon
agriculture for its survival. Approximately 620 million rural Indians depend on agriculture. Agriculture sector represents
21% of India’s GDP. Hence Government both central as well as state give priority to the growth of the agricultural
sector. With Government encouragement and support there is awareness amongst the farmers to adopt the modern way
of cultivation to increase the farm output per acre of cultivable land. The farmers have realized the importance of
chemical fertilisers as well as seed replacements for better yield. This has resulted into increase in the demand for the
fertilisers as well as seeds. Because of the increased demand for the agri products, the agriculture input industry in
general is growing rapidly and fertilisers and seed industry in particular.
Western region comprising of the states like Maharashtra, Gujarat, Madhya Pradesh, Chhatisgarh, Goa and Union
Territory of Diu, Daman, Dadra Nagar Haveli represents 24.8% of the total cultivated area and 23.4% of overall
fertiliser consumption. It contributes 19.1% of total food grain production in the country. Major crops grown in this
region are Paddy, Wheat, Millet, Sorghum, pulses and oil seeds. About 11.5 % of the total cultivated area is under
Sorghum which contributes to about 64% of total production of Sorghum at national level. Similarly this region
produces nearly 44.9% of total production of oil seeds in the county as a whole. Moreover about 52.3% of total
country’s production of cotton comes from this region. Besides these cash crops like Sugarcane, Soya bean, Groundnut
etc. are grown on large scale in this region. Western region is major producer of Cotton, Sorghum and Oil Seeds. SSP
fertiliser is mainly used for cultivation of Cotton, Wheat, Sorghum and Sugarcane. Thus there is good scope for the
company to increase its production of SSP fertilisers in the coming years.
Fertiliser consumption in Western Region
State Percentage (%)
Maharashtra 40.30
Gujarat 26.50
Madhya Pradesh 24.60
Chhattisgarh 8.40
Goa 0.13
Diu, Daman & Dadra Nagar Haveli 0.07
Total 100.00
Source: Fertiliser and Agricultural Statistic (Western Region), FAI (2004-05)
Performance of the Company v/s Industry as a whole (as on 31 st March 2005)
Production (M T) Sales (M T)
% of % of
Industry Industry
Industry Industry
Product Company (Western Company (Western
(Western (Western
Region) Region)
Region) Region)
SSP Fertilisers 60,919 10,43,800 5.84 63,002 13,99,400 4.50
NPK M ixture
39,194 7,00,000 5.60 39,221 7,00,000 5.60
Fertilisers
Source: Fertiliser and Agricultural Statistic (Western Region), FAI (2004-05)

From the above table one can understand that the Company is one of the major leading players of fertilisers from
Western Region of India. The Company has undertaken major expansion of its SSP Plant to make the installed
capacity of SSP Plant to 1,20,000 MT from 83,000 MT. The production capacity of SSP Plant after expansion will
go up by about 45% and the company can enjoy the benefits of economics of scale whereby it can consolidate its
market share in SSP fertilizers industry.
1
Various incentives and schemes have been offered by the respective State Governments especially in Maharashtra for
development of Agriculture like soft loans for digging of wells, subsidy on installation of sprinkler and drip irrigation,
rain water harvesting etc. With the incentives given by the Government as well as with the efforts of the special cell of
the Company to educate the farmers, there is a good opportunity for the company to perform better in future. Due to
awareness of the farmers about soil improvement, efficient use of water and fertilisers, increasing seed replacement
ratio, adoption of suitable cropping pattern, the demand for the agri inputs like seeds and fertilisers will go up
substantially.
The average consumption of fertiliser in India is just 90 kg per hector as compared to 200 kg per hector in China and
over 400 kg per hector in New Zealand. This shows that there is lot of potential for the fertiliser industry to grow.
Favorable Government approach towards the agricultural sector has resulted in revision in the MRP of fertilisers as
well as increase in the subsidy on SSP fertilisers. With the adoption of modern technology as well as availability of
more credit to farmer at lower rate of interest the productivity of the crops per hector will increase and as a result the
financial health of farmers will improve. The overall production of the food grain will increase and this will help in
minimizing the imports of food grains and cereals and lead to foreign exchange conservation. There has been increased
awareness among farmers regarding the use of Chemical fertilizers to have better agricultural output as a result of
which the demand of fertilisers is growing year after year.
Seed Industry
The Indian agriculture has witnessed a gradual shift towards commercialization of input markets, where seed as a
market input is gaining prominence. According to the data on cost of cultivation (CACP studies) the seed cost has
been going up although as a percentage share of the total cost it has declined in the past one decade. The seed production
in India is undertaken both by public sector as well as private sector. Traditionally, Indian Council for Agricultural
Research (ICAR) and the State Agricultural Universities (SAU) developed improved crop varieties and hybrids.
The stage of multiplication is also done by public seed agencies like the National Seed Corporation (NSC), State
Farms Corporation of India (SFCI) and the 13 State Seed Corporations, where as the private sector focused on high
value and low volume seeds that entail high profit production. The private sector has emerged only since eighties, the
players in this market include big indigenous companies, multinational companies functioning individually and also
in collaboration with Indian companies. Private companies produce seeds by indenting for breeder seed in advance of
a couple of years from public sector breeders or purchase from private sector, then multiply into foundation seed and
market it commercially. The later is a horizontal process, which does not require any time. Initially only certified seed
production was given to the private sector, but later even the foundation seed production was also given to this sector.
The development of new and improved varieties of seeds considering the scientific-technological advances, suitability
for biotic stresses, locational adaptability and farmers’ needs and making the same available to Indian farmers is of
crucial importance for a sustained increase in agricultural productivity. To meet the Nation’s food security needs, it is
important to make available to Indian farmers a wide range of seeds of superior quality, in adequate quantity on a
timely basis. Public Sector Seed Institutions will be encouraged to enhance production of seed towards meeting the
objective of food and nutritional security.
Seed replacement rates will be raised progressively with the objective of expanding the use of quality seeds. India is
one of the world’s greatest beneficiaries of improvements in agricultural technology. The so-called Green Revolution
triggered a more than threefold increase in rice and wheat production in the developing countries of Asia, including
India, between 1961 and 2000, and saved millions of lives. Although the Indian seed market is one of the largest, it is
almost exclusively supplied by locally produced seeds. Farmers retain seed of major food crops (wheat, rice, sorghum,
millet, corn, and pulses) and commercial crops for many years, and the largest volume of seed trade involves local
exchanges of established self-pollinating varieties. The seed replacement rate in most crops is very low. However,
awareness about the high yield and quality of produce from hybrid seeds, attracting farmers to switch over to hybrids,
is growing.
The Indian seed industry used to be dominated by public sector seed companies. However, following the easing of
government regulations and the implementation of a new seed policy in 1988, the private sector seed companies have
started playing a major role in seed development and marketing. More recently, the government’s decision to embrace
biotechnology as a means of achieving food security has attracted several leading private sector companies to enter in
the seed business. Easing of government regulations in the late 1980s spurred enormous development within the seed
industry by attracting several foreign seed companies to India. While some of them (like Cargill) entered through joint
2
LETTER OF OFFER
venture partnerships with Indian seed companies, some others already had a presence in India through affiliate companies
(like Hindustan Lever).They identified potential crops for hybridization and started research and development activities.
Typically they concentrated on hybrids, mainly corn, cotton, sunflower, vegetables, and flowers (more recently on
rice), and they now account for a major share of commercial production of these seeds in India. The private seed
industry is now undergoing a transition following the Indian government’s focus on biotechnology research, as a
means of increasing agricultural production and also driven by trends in the domestic and world seed market. Intensifying
international competition, increasing R&D costs, and the complexity of biotechnology have lead to increased
consolidation of the Indian seed industry with several of the large and medium companies merging or being taken over
by multinational seed companies. These include Monsanto, Bayer CropScience, Syngenta, Advanta, Hicks-Muse-
Tate, Emergent Genetics, Dow Agro, Bioseed Genetics International Inc., Tokita Seed Co, and Nunhems Zaden BV.
Another factor attracting international seed companies to India is the country’s varied agroclimatic conditions and
abundant skilled and unskilled labor, as seed production, particularly hybrid seed production, is highly labor intensive
“consortium” model with ICRISAT, private companies can jointly fund research that results in publicly available
parental lines, which they often cross with in-house genetics to produce proprietary hybrids. There is a general
recognition within India’s scientific community, and even within the government, that biotechnology offers the only
realistic means to achieving food security. “Biotechnology will play a vital role in the development of the agriculture
sector. The technology can be used not only to develop new crops/varieties, which are tolerant to diseases, pests, and
abiotic stresses, but also improve productivity and nutritional quality of food.” Consequently, Indian seed industry is
getting increasingly engaged with biotechnology issues in general and Transgenic crop technologies in particular.
Seeds form the fundamental and crucial input for sustained growth in farm production, often stimulating the use of
new methods, machinery and yield-enhancing agro-inputs. The role of the seed sector is not only to ensure adequacy
in seed quality but also to ensure varietal diversity. Today, the Indian seed programme boasts one of the biggest seed
markets in the world. Seed is backbone of agriculture and for healthy nation a sound seed industry is a must. At
present yield of crop is very low, hence major hybridization and use of fertilizer is the solution. Seed production is
high on agenda of the Government for quality, quantity and sustainability of agricultural growth.
Business Overview
Basant Agro has a multi product portfolio which includes various grades of fertilisers, seeds, and agricultural inputs.
The Company is manufacturing Single Super Phosphate (SSP) fertilizers, NPK Mixture Granulated Fertilizers.
• The SSP plant was commissioned in 1996 and has a capacity of 83,000 TPA.
• The NPK granulated mixture fertilizer plant was commissioned in 1991 and the current capacity of the plant is
60,000 TPA.
Basant Agro is one of the largest producers of Open Polynated (OP) and Inbred varieties of hybrid seeds in and around
Vidarbha region of Maharashtra. The Company has always sought the best technology and has been able to adapt the
latest technology for optimum utilization that eventually maximizes the ability to produce quality fertilisers and seeds.
The Company has a wide range of products, which provide operational flexibility to optimize the production by
switching between the products depending on the Market conditions and supply constraints. This flexibility is further
enhanced by its storage infrastructure and wide spread distribution network in different states like Maharashtra, Madhya
Pradesh, Andhra Pradesh and Chattisgarh. Because of its strategic location, it has close proximity to a wide area of
consumption of agricultural inputs and has an edge over its competitors. The Company sells its products under the
Brand name “Krishi Sanjivani” which is a registered trademark and has established brand value in this target segment.
The brand is well accepted by the farmers.
Single Super Phosphate (SSP) fertilisers
The Single Super Phosphate fertiliser Plant is located in heart of consumption center at Kanheri, Akola in the State of
Maharashtra and has the production capacity of 83,000 TPA. SSP fertiliser is also called as Poor man’s fertiliser and
is considered agronomically more suitable for dry land. It is given as basal dose along with seeds. The rate per P2O5
(Phosphate) content in SSP is lower as compared to DAP (Di-Ammonium Phosphate) the other phosphetic fertiliser.
The additional advantage in SSP Fertiliser is that it contains vital nutrient of Sulphur. Indian soil is Sulphur deficient.
SSP fertiliser is useful for oil seeds and pulses and is used as basal dose for all crops like cotton, sugarcane, wheat,
paddy, jawar, bajra, various fruits and vegetables. Hence the Government is encouraging SSP fertiliser industry. It has
increased the subsidy on SSP fertiliser by 50% and MRP of SSP fertiliser has also been increased by 8%. There is
huge demand and supply gap (30 lac Ton) which is presently met by importing other costly Phosphatic fertilisers.
3
NPK mixture Granulated fertilisers
NPK mixture plant is also located at Akola and has the production capacity of 60000 TPA. NPK mixture fertilisers is
a tailor made fertiliser. It is very popular amongst the farmers of western and central region of India. It is used as per
soil conditions and type of crops. It contains vital nutrients like Nitrogene, Phosphate and Potash. The farmer can get
advantage of getting all the three nutrient at the same time as per the requirement of crops. Secondly it is slow
releasing in nature and remains in the field for long time. It discharges the said nutrients as required by the crop at
different stages of its growth. Its water solubility is more than other NPK Complex Fertilisers. Hence NPK mixture
fertilisers are better and cheaper as compared with complex fertilisers. It is used in all field crops like sorghum, jawar,
sugarcane, bajra, maize, vegetables and crops.
Seed Division
The Company is also engaged in research and development of various hybrid seeds and producer the American Sweet
Corn, Maize, Sunflower and Pearl Millet. The R&D laboratory is located at Kaulkhed, Akola. It has about 350 Acres
of Research farm wherein the research is carried out for development of hybrid and high yielding varieties of seeds.
The Seed Division develops different varieties of hybrid seeds considering the climatic as well as soil conditions. The
R & D laboratory is recognised by Ministry of Science and Technology, Government of India. The R & D unit has
made significant headway in development of high yielding varieties of Hybrid seeds of all field crops. The seed
division has set up advice cell to guide farmer about the concept of ‘seeds replacement’ as well as what and when to
sow for better profitability. The seed division has developed various varieties of Cotton, Sorghum and Sweet Corn.
The main achievement of the seed division is the development of Sweet Corn, which has higher tenderness and extra
sweetness. Also, the sorghum seeds developed by the company have received excellent response from the farmers.
The Seed division has shown an excellent growth during the year ended 31.3.2006, the net sales of the seed division
has gone up to Rs. 482.73 lacs for the year ended 31.3.2006 from Rs 225.34 lacs during the last year a jump of
114%.The Company has signed the Agreement with International Crop Research Institute for the Semi and Tropic
(ICRISAT) to join as a member of private sector Hybrid parent research consortia. The seed replacement ratio in India
is just 20%. The Company arranges meets for the farmers where free demos and benefits of seed replacement are
discussed. Due to efforts of the Company in educating the farmers about the seed replacement as well as use of proper
fertilisers for higher yield per hector, there has been increased awareness amongst the farmers.
Offering Details
Pursuant to the resolution passed by the shareholders in the Extraordinary General Meeting held on 4th February,
2006, the Company is authorized to raise resources upto a maximum extent of Rs. 2500.00 Lacs as may be decided by
the board of Directors. The Committee of Directors in their meeting held on April 04, 2006 has decided to make
following offer to the equity shareholders of the Company on right basis.
Issue of 47,77,650 Equity Shares of Rs. 10 each for cash at a premium of Rs. 15/- (issue price of Rs. 25/-) per Equity
Share aggregating Rs. 11,94,41,250/- on a rights basis to the existing Equity shareholders in the ratio of 3 (Three)
Equity Shares for every 2 (Two) Equity Shares (i.e. 3:2) held on July 11, 2006 (record date).
4
LETTER OF OFFER
FINANCIAL HIGHLIGHTS
STATEMENT OF ADJUSTED PROFITS AND LOSSES
(Rs. in Lacs)
Particulars Year ended Year ended Year ended Year ended Year ended
31.03.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Income
Sales:
Products manufactured by the
Company 6,810.43 4,684.62 3,951.64 4,014.60 3,931.50
Less: Excise duty --- --- --- --- ---
Net Sales 6,810.43 4,684.62 3,951.64 4,014.60 3,931.50
Other income 26.30 14.51 9.81 59.10 4.60
Increase/(decrease) in inventories
(93.50) (40.48) 146.89 (226.50) (205.50)
Total 6,743.23 4,658.65 4,108.34 3,847.20 3,730.60
Expenditure
Raw materials consumed 4,864.52 3,348.59 2,885.99 2,535.40 2,560.70
Staff costs 102.36 67.67 58.52 60.80 45.50
Other manufacturing expenses 466.36 392.86 363.95 296.60 311.70
Depreciation 93.68 81.33 69.84 84.80 63.40
Administrative expenses 268.27 397.60 360.34 296.40 288.80
Selling and distribution expenses 538.79 127.09 156.63 298.00 139.50
Interest 107.24 92.81 97.66 160.40 206.90
Total 6,441.22 4,507.95 3,992.93 3,732.40 3,616.50
Profit/(loss) before tax 302.01 150.70 115.41 114.80 114.10

Provision for taxation:
Current tax 22.00 13.00 10.00 14.00 5.00
Deferred tax (charge) / benefit 5.11 15.00 15.00 15.00 10.00
Fringe Benefit Tax 5.80 0.00 0.00 0.00 0.00
Net profit after tax 269.10 122.70 90.41 85.80 99.10
Provision for taxation previous (0.04) (0.27) (0.02) 0.00 (0.40)
year
Brought forward from previous 359.69 308.57 278.28 247.30 215.50
years
Transferred from investment
allowance reserve utilisation
account 0.00 0.00 0.00 0.00 0.00
Transferred to debenture
redemption reserve fund 0.00 0.00 0.00 0.00 0.00
Transfer from general reserve 0.00 0.00 0.00 0.00 0.00
Balance carried to Statement of

Adjusted Assets and Liabilities 628.75 431.00 368.67 333.10 314.20
5
STATEMENT OF ADJUSTED ASSETS AND LIABILITIES
(Rs. in Lacs)
As at As at As at As at As at
Particulars 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002
Application of funds
A. Fixed assets
Gross block 1935.62 1670.29 1627.97 1565.80 1547.90
Less: Depreciation 673.87 588.05 511.29 444.10 361.60
Net block 1261.75 1082.24 1116.68 1121.70 1186.30
Add: Capital work in
progress 62.54 51.23 1.55 12.10 0.20
Total 1324.29 1133.47 1118.23 1133.80 1186.50
Less : Revaluation reserve 0.00 0.00 0.00 0.00 0.00
Net Block after adjustment
for revaluation reserve 1324.29 1133.47 1118.23 1133.80 1186.50
B. Investments 7.92 8.88 28.67 302.30 32.20
C. Deferred tax assets(net) (207.36) (70.00) (55.00) (40.00) (25.00)
D. Current assets, loans and

Advances
Inventories 1,414.13 1,831.90 1,507.24 1,204.01 1,482.10
Sundry debtors 1,420.53 888.88 835.96 760.40 991.81
Cash and bank balances 221.08 170.78 108.76 255.90 57.40
Loans and advances 205.32 169.86 106.56 158.40 103.80
Total 3,261.06 3,061.42 2,558.52 2,378.71 2,635.11
E. Liabilities and provisions

Secured loans 1,038.04 1,112.72 956.51 1,137.20 1,360.30
Unsecured loans 1,121.99 859.17 741.05 1,124.10 907.20
Current liabilities and
provisions 968.90 998.14 875.23 503.80 620.30
Total 3,128.93 2,970.03 2,572.79 2,765.10 2,887.80
F. Net worth (A+B+C+D-E) 1,256.98 1,163.74 1,077.63 1,009.71 941.01
G. Represented by
Shareholders' fund
Equity share capital 318.51 318.51 318.51 318.51 318.51
Preference share capital 0.00 0.00 0.00 0.00 0.00
Reserves and surplus 938.47 845.23 759.12 693.90 627.90
Total 1,256.98 1,163.74 1,077.63 1,012.41 946.41
Less: Revaluation reserve
Debit balance in profit and
loss account 0.00 0.00 0.00 0.00 0.00
Misc Exps 0.00 0.00 0.00 2.70 5.40
Net worth 1,256.98 1,163.74 1,077.63 1,009.71 941.01
6
LETTER OF OFFER
VI. GENERAL INFORMATION

Name of the Company : Basant Agro Tech (India) Limited
Registered Office : Plot No. 13/2, Kaulkhed, Near S.T. Workshop, Akola – 444 001 (Maharashtra).
Corporate Office : A-1/3, Sea Lord, Cuffe Parade, Mumbai – 400 005.
Registration No. : 11-58560 of 1990
Contact person: : Mr. Upendra Somani, Company Secretary
Address of ROC : 100, Everest, Marine Drive, Mumbai - 400 002
IMPORTANT
1. This Issue is pursuant to the resolution passed by the shareholders in the Extraordinary General Meeting held on
February 04, 2006
2. This Issue is applicable to such Equity Shareholders whose names appear as beneficial owners as per the list
furnished by the depositories in respect of the Equity Shares held in the electronic form and on the Register of
Members of the Company at the close of business hours on July 11, 2006 (Record Date).
3. Your attention is drawn to the section on risk factors starting from page no. iv of this Letter of Offer.
4. Please ensure that you have received the CAF with this Letter of Offer.
5. Please read the Letter of Offer and the instructions contained herein and in the CAF carefully before filling in the
CAFs. The instructions contained in the CAF are an integral part of this Letter of Offer and must be carefully
followed. An application is liable to be rejected for any non compliance of the Letter of Offer or the CAF.
6. All enquiries in connection with this Letter of Offer or CAFs should be addressed to the Registrar to the Issue,
quoting the Registered Folio number/ DP and Client ID number and the CAF numbers as mentioned in the CAFs.
7. The Lead Manager and the Company shall make all information available to the Equity Shareholders and no
selective or additional information would be available for a section of the Equity Shareholders in any manner
whatsoever including at presentations, in research or sales reports etc. after filing of the Letter of Offer with
SEBI.
8. All the legal requirements as applicable till the filing of the Letter of Offer with the Designated Stock Exchange
have been complied with.
BOARD OF DIRECTORS
The Board of Directors of the Company comprises of :
Name of the Director Designation Status
Mr. Chimanlal R. Bhartia Chairman Non Executive Director
Mr. Chhanulal Jhunjhnuwala Vice - Chairman Non Executive Director
Dr. Balvant.G. Bathkal Director Independent Director
Mr. Sharad W. Sawant Director Independent Director
Mr. Deepak C. Bhartia Managing Director Executive Director
Mr. Shashikant C. Bhartia Whole Time Director Executive Director
Dr. Ramesh Tainwala Director Independent Director
For more details on directors, please refer to the section XI of this letter of offer – “Management of the
Company” on page no. 53.
7
ISSUE MANAGEMENT TEAM
Company Secretary & Compliance Officer Legal Advisor to the issue
Mr. Upendra Somani India Law Alliance
Basant Agro Tech (India) Limited F-8 Laxmi Mills, Shakti Mills Lane
Sea Lord A-1/3, Cuffe Parade, (off Dr. E. Moses Road),
Mumbai - 400 005. Mahalaxmi,
Maharashtra, India Mumbai - 400 011
Tel: 91 22 – 2218 3332 Tel: 91 22 – 5655 1772
Fax: 91 22 – 2218 3280 Fax: 91 22 – 5655 1774
E-Mail: basantagro@hotmail.com E-mail: kamlesh.kharade@indialawalliance.com
Bankers to the Company
State Bank of India
Ramdas Peth Branch,
Post Box No.135, Akola – 444 001
Maharashtra
Tel: 0724 - 243 480/244 2519
Fax: 0724 – 244 520
Lead Manager to the Issue Registrars to the Issue
KEYNOTE CORPORATE SERVICES LIMITED SHAREX DYNAMIC (INDIA) PVT LTD.

307. Regent Chambers, 17/B Dena Bank Bldg,
Nariman Point, Mumbai – 400 021 2nd Floor, Horniman Circle,
Tel: (022) 22025230, Fax: (022) 22835467 Fort, Mumbai – 400 001.
Website: www.keynoteindia.net Tel.: (022) 28515644/5606 Fax: (022) 2264 1376
E-mail: mbd@keynoteindia.net E-mail: sharexindia@vsnl.com
SEBI Regn No: INM 000003606 SEBI Regn. No.: INR 000002102
Contact Person: Mr. Praveen Kumar Sangal Contact Person : Mr. B.S. Baliga
Bankers to the Issue
HDFC Bank Ltd.
Financial Institutional Group,
Trade world, ‘A’ wing, 2 nd Floor,
Kamala Mills Compound,
Senapati Bapat Marg,
Lower Parel, Mumbai – 400 013
Tel: (022) 2498 8484
Fax: (022) 2496 3871
Union Bank of India
Merchant Banking Division
239,Union Bank Bhawan,
Vidhan Bhawan Marg,
Mumbai - 400 021
Tel: (022) 22896319
Fax: (022) 22824689
8
LETTER OF OFFER
Auditors to the Company
M/s P.C. Baradiya & Co.,
Chartered Accountants,
208, Rewa Chambers,
31, New Marine Lines,
Mumbai – 400 020
Tel: 022 - 22008719
Fax: 022 - 22018638
E-mail: rpbaradiya@bdlodha.com
M/s P. C. Bhandari & Co.,
Chartered Accountants,
Ramdas Peth, Akola
Tel: (0724) 242 7992
Fax: (0724) 243 9256
E-mail: akl_pcb108@sancharnet.in
INTERSE ALLOCATION OF RESPONSIBILITIES
Not Applicable
CREDIT RATING/ DEBENTURE TRUSTEE
This being an issue of equity shares, no Credit Rating or appointment of Debenture Trustee is required.
MONITORING AGENCY
Not Applicable
APPRAISING ENTITY
Not Applicable
MINIMUM SUBSCRIPTION
If the Company does not receive the minimum subscription of 90% of the issue, the entire subscription shall be
refunded to the applicants within forty two days from the date of closure of the Issue. If there is a delay in the refund
of subscription by more than 8 days after the Company becomes liable to repay the subscription amount (i.e. forty two
days after closure of the issue), the Company shall pay interest for the delayed period at rates prescribed under sub-
sections (2) and (2A) of Section 73 of the Companies Act, 1956.
UNDERWRITING/ STANDBY SUPPORT
This issue of equity shares is not being underwritten and/or no standby support is being sought for the said issue.
ISSUE SCHEDULE
ISSUE OPENS ON LAST DATE FOR RECEIVING ISSUE CLOSES ON

REQUESTS FOR SPLIT FORMS
Wednesday, August 09, 2006 Thursday, August 24, 2006 Friday, September 08, 2006
9
VII. CAPITAL STRUCTURE OF THE COMPANY
Aggregate Nominal
PARTICULARS Value
(Rs. in Lacs)
A. Authorized Capital
100,00,000 equity shares of Rs. 10/- each
10,00,00,000
B. Issued, Subscribed & Paid-up Capital
31,85,100 equity shares of Rs. 10/- each
3,18,51,000
C. Present Rights Issue
47,77,650 equity shares of Rs. 10/- for a cash at a premium of Rs. 15/- per share (i.e. at a
11,94,41,250
price of Rs. 25/-) per equity share
D. Post Issue Capital

79,62,750 equity shares of Rs. 10/- each 7,96,27,500
E. Share Premium Account

Before the Offer 1,18,00,500
After the Offer 8,34,65,250
Note:
Changes in the authorized capital since inception are as follows :
Date Increased from Increased to
16.10.1990 - 50,00,000 Equity Shares of Rs, 10/- each
aggregating to Rs. 500 lakhs
25.04.1996 50,00,000 Equity Shares of Rs, 10/- each 100,00,000 Equity Shares of Rs, 10/- each
aggregating to Rs. 500 lakhs aggregating to Rs. 1000 lakhs
Notes to Capital Structure :

1. Details of present Equity Share Capital are as follows :
Date of Face Issue No. of Cumulative Nature of Consideration % to Post
Allotment Value Price Shares No. of shares allotment Issue Capital
(Rs.) (Rs.) (%)
Allotment to
08.03.1991 10 10 3,00,000 3,00,000 Cash
Promoters 3.77
Allotment to
03.09.1991 10 10 2,00,000 5,00,000 Cash
Promoters 2.51
Allotment to
06.01.1992 10 10 1,60,000 6,60,000 Cash
Promoters 2.01
Bonus –
16.06.1994 10 10 1,65,000 8,25,000 Cash
(Ratio – 1:4) 2.07
22.10.1994 10 10 23,60,100 31,85,100 Public Issue Cash 29.64
Total 31,85,100
2. Promoters’ Contribution and Lock-in
The present issue being a rights issue, provisions of promoters’ contribution and lock-in are not applicable.
3. Present Rights Issue :
Face
Issue Price
Type of Instrument Ratio Value No. of shares Consideration
(Rs.)
(Rs.)
Equity Shares 3:2 10/- 47,77,650 Rs. 25/- Cash
10
LETTER OF OFFER
4. Pre & Post issue shareholding pattern of the Company is given below:-
Category Pre-issue shareholding Post-issue shareholding
No. of shares % No. of shares %
A. Promoter's Holding
Promoters & their relatives 13,23,115 41.54 33,07,788 41.54
Sub Total 13,23,115 41.54 33,07,788 41.54
B. Non-Promoter’s Holding
1) Institutional Investors
a. Mutual Funds and UTI 3,600 0.11 9,000 0.11
b. Banking, Financial Institution / 900 0.03 2,250 0.03
Insurance Companies
c. FIIs 0 0.00 0 0.00
Sub Total 4,500 0.14 11,250 0.14
2) Others
a. Private Corporate Bodies 1,79,645 5.64 4,49,112 5.64
b. Indian Public 15,82,631 49.69 39,56,578 49.69
c. NRIs 71,735 2.25 1,79,337 2.25
d. Foreign Company 500 0.02 1,250 0.02
d. Any Other (Clearing member) 22,974 0.72 57,435 0.72
Sub Total 18,57,485 58.32 46,43,712 58.32
Grand Total 31,85,100 100.00 79,62,750 100.00
* Investor are requested to refer para on ‘Fractional entitlement’ on page no 95.

The total number of shareholders in the company as on June 30, 2006 are 3693.
5. The shareholding pattern of the promoter group is as detailed below (as on 30.06.2006) :
Particulars Present shareholding Post-Rights issue shareholding
No. of shares % No. of shares %
a) Promoters/Directors
Shri C.R. Bhartia 1,13,600 3.57 2,84,000 3.57
Shri D. C. Bhartia 2,15,760 6.77 5,39,400 6.77
Shri S.C. Bhartia 1,80,010 5.65 4,50,025 5.65
Shri S.W. Sawant 6,000 0.19 15,000 0.19
Dr. B. G.Bathkal 1,000 0.03 2,500 0.03
Shri C.L. Jhunjhnuwala 2,80,000 8.79 7,00,000 8.79
7,96,370 25.00 19,90,925 25.00
b) Immediate relatives of promoters (Spouse, 5,26,745 16.54 13,16,863 16.54
parent, child, brother, sister)
c) Company in which 10% or more of the 0 0.00 0 0.00
share capital is held by the promoter his
immediate relative firm or HUF in which the
promoter or his immediate relative is a
member.
d) Company in which the Company 0 0.00 0 0.00
mentioned in (c) above holds 10% or more of
the share capital
e) HUF in which aggregate share of the 0 0.00 0 0.00
promoter and his immediate relatives is equal
or more than 10% of the total
Total 13,23,115 41.54 33,07,788 41.54
11
The promoters/directors/associates intend to subscribe to their own entitlement in this rights issue in full. In case
of under- subscription promoters/directors/associates intend to subscribe to the unsubscribed portion.
Presuming no subscription is received from other shareholders the promoters’ shareholding shall increase to 76.89
% of the post rights issue equity capital of the Company. As a result of this subscription and consequent allotment,
the promoters/ directors / associates may acquire shares over and above their entitlement in the issue which may
result in their shareholding in the company being above their current holding This subscription and acquisition of
additional equity shares by the Promoter/Directors/Associates, if any, will not result in change of control of the
management of the Company and shall be exempt in terms of provision to Regulation 3(1)(b)(ii) of the SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997.
The Promoter/Directors/Associates have confirmed that in case the Rights Issue of the Company is completed
with their subscribing to equity shares over and above their entitlement and as a result, if the public shareholding
in the Company after the Issue falls below the permissible minimum level as specified in the listing condition or
listing agreement, they will make an offer for sale of their holdings so that the public shareholding is raised to the
minimum level specified in the listing agreement or in the listing conditions within a period of 3 months, as per the
requirements of sub-clause 17.2 of SEBI (Delisting of Securities) Guidelines, 2003 or as per any amendment
thereto
The Promoters/Directors of BATL have brought in funds by way of unsecured loans to the extent of Rs. 500.98
Lacs till February 13, 2006. The promoters have given their consent to adjust the said loan against their Rights
entitlement. The money brought in by the Promoters/Directors will be adjusted against the share application money
due from them towards their subscription in the rights issue which is in compliance with the provisions of the
Companies Act. Details of unsecured loans from promoters are as follows :
A mount
Name of Promoter/Director
(R s. in Lacs)
Shri C.R. Bhartia 57.80
Shri D. C. Bhartia 159.80
Shri S.C. B hartia 163.30
Shri. N .C. Bhartia 41.36
Smt. S.S.B hartia 10.13
Smt. T.C. Bhartia 9.37
Smt. V.N. Bhartia 25.38
Smt. N.D. Bhartia 10.34
Shri. A.N . Bhartia 23.50
Total 500.98
6. The Company has not issued any warrant, option, convertible loan, debenture or any other securities convertible
at a later date into equity, which would entitle the holders to acquire further equity shares of the Company other
than that to be issued pursuant to this rights issue.
7. Equity shares of the Company are being traded in compulsory dematerialized mode. The market lot of the equity
shares is 1 (one).
8. There are no transactions (except those mentioned below) in the securities of the Company during preceding 6
months which were financed/undertaken directly or indirectly by the promoters, their relatives, their group
companies or associates or by the said entities directly or indirectly through other persons.
Average rate
Name of Promoter Nature Date No. of Shares
(Rs.)
C. L.Jhunjhnuwala Sold in market 06.01.2006 9,500 60.43
S.W. Sawant Sold in market 08.05.2006 600 67.00
S.W. Sawant Sold in market 02.02.2006 1,000 51.75
S.W. Sawant HUF Sold in market 30.03.2006 3,000 40.89
12
LETTER OF OFFER
No. of Average rate

Name of the Transferor Name of the Transferee Date
Shares (Rs.)
Basant Kumar Bhartia ( HUF) Shri. A.N. Bhartia 09.05.2006 4,500 -
Basant Kumar Bhartia ( HUF) Smt S.S.Bhartia 09.05.2006 8,000 -
S.W. Sawant HUF Indiabulls Securities Limited 05.05.2006 3,500
Total 16,000
9. The ten largest shareholders two years prior to the date of filing of this Letter of Offer with Stock Exchange are as
follows:
Sr. No. Name of the Shareholders No. of Equity Shares %
1. Chhanulal Jhunjhnuwala 535000 16.80
2. Deepak C. Bhartia 215700 6.77
3. Shashikant C. Bhartia 180600 5.67
4. Chimanlal Ramprasad Bhartia 113400 3.56
5. Neetadevi D. Bhartia 110400 3.47
6. Navalkishore C. Bhartia 110200 3.46
7. Ranidevi Bhartia 75000 2.36
8. Ashwinkumar N. Bhartia 72100 2.26
9. Snehlata S. Bhartia 60715 1.91
10. Akshay D. Bhartia 60000 1.88
10. The ten largest shareholders as on 10 days prior to the date of filing of the Letter of Offer with Stock Exchange are
as follows :
4. Mahenderpal Ramdattamal Bahl 132000 4.14
5. Chimanlal R. Bhartia 113600 3.57
6. Neetadevi B. Bhartia 110800 3.48
8. Ashwin N. Bhartia 77805 2.29
10. Kiran Mahenderpal Bahl 70000 2.20
11. The ten largest shareholders as on the date of filing of the Letter of Offer with Stock Exchange are as follows:
4. Mahenderpal Ramdattamal Bahl 132000 4.14
5. Chimanlal R. Bhartia 113600 3.57
6. Neetadevi B. Bhartia 110800 3.48
8. Ashwin N. Bhartia 77805 2.29
10. Kiran Mahenderpal Bahl 70000 2.20
13
12. The Company/Promoters/Directors/Lead Merchant Bankers have not entered into buyback or similar arrangements
for purchase of securities issued by the Company.
13. The equity shares of the company are of face value of Rs.10/- and marketable lot is 1 (one). At any given time
there shall be only one denomination for the shares of the Company and the disclosures and accounting norms
specified by SEBI from time to time will be complied with.
14. The Company has not raised any bridge loan against the proceeds of this Issue.
15. The company has not issued equity shares for consideration other than cash or out of revaluation reserves at any
point of time.
16. Presently the Company does not have any proposal, intention, negotiation or consideration to alter the capital
structure by way of split/ consolidation of the denomination of the shares/ issue of shares on a preferential basis
or issue of bonus or rights or public issue of Equity Shares or any other securities within a period of six months
from the date of opening of the present Issue. However, if business needs of the Company so require, the Company
may alter the capital structure by way of split/ consolidation of the denomination of the shares/ issue of shares on
a preferential basis or issue of bonus or rights or public issue of shares or any other securities whether in India or
abroad during the period of six months from the date of listing of the Equity Shares issued under this Letter of
Offer or from the date the application moneys are refunded on account of failure of the Issue, after seeking and
obtaining all thew approvals which may be required for such alteration.
17. The entire issue price for equity shares is to be paid on application hence there will be no partly paid up shares
arising out of this issue.
14
LETTER OF OFFER
VIII. PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE
The objects of the present issue of equity shares are :
1. Acquisition, Civil work and Refurbishment of NPK Mixture Granulated Fertiliser plant at Sangli, Maharashtra.
2. To purchase the balancing equipments for the NPK Mixture Granulated Fertilisers plant at Akola.
3. Capacity expansion at its SSP fertiliser Unit at Kanheri, Akola from 83000 TPA to 120000 TPA.
4. To setup R&D station for development of Hybrid seeds.
5. To meet the additional working capital requirements of the Company.
6. To meet the expenses of the issue.
Cost of project
Particulars Amount (Rs. in Lacs)
Acquisition, Civil work and Refurbishment of NPK Mixture
Granulated Fertiliser Plant at Sangli 219.70
Balancing equipments for NPK Fertiliser Plant at Kaulkhed, Akola 26.80
Expansion of SSP Fertiliser Plant 100.00
Acquisition of Land 25.00
R & D Station For Seed 35.41
Working Capital Requirements 896.12
Issue expenses 44.00
Total 1347.03
Means of Finance
Particulars Amount (Rs. in Lacs)
Rights Issue of Equity Shares 1194.41
Internal Accruals 152.62
Total 1347.03
Rationale
Basant Agro which is presently into manufacturing of fertilisers is looking at expansion through organic as well as inorganic
route. The Company is increasing its production capacity of SSP fertilizer from 83000 TPA to 120000 TPA and has acquired
an existing NPK Mixture Granulated Fertilisers plant at highly irrigated area of Sangli, having a annual production capacity
of 30,000 MT, With this acquisition the production capacity of NPK Fertilisers will increase from 60,000 TPA to 90,000
TPA (i.e. 50% increase in capacity). Encouraged by the potential of the seed business, the Company is also expanding its
presence in the seeds business by investing in its Research and Development to broaden the product basket. It is currently
engaged in research of different crops like Sorghum, American Sweet Corn, Maize, Sunflower and Pearl Millet etc. Going
forward these expansion plans will help the company to contribute significantly to the Company’s top and bottom-line. The
proposed expansion programme is scheduled to be completed in September, 2006.
Description Current Capacity Proposed Capacity
SSP Fertiliser 83,000 1,20,000
NPK Fertiliser 60,000 90,000
15
Acquisition of NPK Fertiliser Plant & refurbishment of the plant
The Company has recently acquired a complete NPK Mixture Granulated Fertilisers plant from Vasantdada Sahakari
Khet Karkhana Ltd., Sangli through a tender process from Sangli D.C. Cooperative Bank, Sangli for Rs. 81.00 Lacs
(inclusive of registration charges). The payment for the said acquisition has been made from unsecured loans brought
in by the Promoters/Directors of the company. The money brought in by the Promoters/Directors will be adjusted
against the share application money due from them towards their subscription in the rights issue.
The plant is having a production capacity of 30,000 TPA. It was setup in the year 1993 by the cooperative society. Due
to lack of operational efficiency the plant was incurring losses and was ceased by the banks due to non-repayment of
loans. With the said acquisition the production capacity of Company will increase from 60,000 TPA to 90,000 TPA of
NPK Fertilisers (i.e., capacity increase by 50%). The Company will be substantially benefited with the acquisition
because of the strategic location of the said unit. The Company will be able to market its products into a highly
potential fertiliser market of western Maharashtra which includes the most fertile and irrigated area of Krishna Basin.
Moreover the company will also be able to sell its SSP fertilisers in those areas as transportation of SSP fertilisers by
rail will be possible due to the locational advantage of the plant. Refurbishment of the said plant is to be carried out to
improve its efficiency. The approximate cost for civil work for increasing the storage facilities and for refurbishment
of the plant will be around Rs 138.00 lacs as detailed below:
A. Civil Work and refurbishment work at NPK Fertiliser Plant, Sangli
Sr. N o. Particulars Q uantity Price A m ount N am e & A ddress of the D ate of
per unit (R s. In supplier Q uotation
(in R s.) lakhs)
1 M ain F actory B uilding
N PK G ranulation
Polyplanner
Plant R oo m
512 1250 6.40 (Architect, E ngineers and 01/02/2006
I) N P K G ranulation
Interior D esigners)
Plant Shed
M achinery Foundation
2 I) N P K G ranulation
Lum psum 2.00 -------do-------- -----do----
Plant
3 Store and W arehousing
N PK Raw M aterial
3a
G odown 800 4000 32.00 -------do------- -------do-------
N PK Finished M aterial
3b
G odown 1480 4000 59.20 -------do------- -------do-------
Site D evelopm ent
4
4a i) Leveling of Plot 1300 1500 19.50 -------do-------- -------do--------
4b i) Co mpound W all 650 2400 15.60 -------do------- -------do-------
TO TA L (A ) 134.70
Cleaning, Fabrication B hagat Engineering W orks
and P ainting of D ucts, (Packing C ontractor,
1 25 ton 9000 2.25 15/01/2006
D rum s, Shoots, Screen, Specialist in M aterial
Chain -W heet handling equip ments)
Repair of Furnace,
2 Lum psum 25000 0.25 -------do-------- ----do---
Filling B urnal etc.
Electrical Connections,
3 Lum psum 40000 0.40 -------do-------- ----do---
M otors etc.
O verhauling of G ear
4 20 0.20 -------do------- ----do---
B oxes 1000
M isc. D ism antling &
5 30 0.90 -------do------- ----do---
Erection W orks 3000
TO TA L (B ) 4.00
G R A N D TO TA L (A +B ) 138.70
The company has already appointed Architect for the civil work to be carried on during February 2006 and has
placed orders for the above mentioned plant and machineries during Jaunary 2006.
16
LETTER OF OFFER
Balancing equipments for NPK Fertiliser Plant at Kaulkhed
The company also intends to install the balancing equipment at its NPK fertilizers plant, to improve its efficiency by
minimizing the burning losses and make the plant operate at 100% efficiency. The approximate cost for balancing
equipment is given below :
Sr. Particulars Quantity Amount Name & Address of the Date of
No. (Sq M.) (Rs. In supplier Quotation
lakhs)
Design, fabrication,
assembly, and supply
of Granulator drum
including the steel
casting of tyre girth
gear but without
One no of
roller with shaft bed
Size1500
plate motor and gear Fertiequip Engineering Co.
MM dia X
1. box pinion with shaft 5.95 w-102,MIDC,ADDL, 18.02.2006
6.4 MM
and scraper including Ambernath 421506
long
supply loading,
appro.
unloading supply to
your site dismantling
old existing drum and
erection and
commissioning of
new drum
Design, fabrication,
assembly, and supply
of cooler drum
including the steel
casting of tyre girth
gear but without
roller with shaft
including inlet and
outlet woods with One no of
stand and hammer Size 150 Fertiequip Engineering Co.
2. attachment with mm dia X 7.55 w-102,MIDC,ADDL, 18.02.2006
hammer but 8840 MM Ambernath 421506
excluding motor, and long
gear box pinion with
shaft blade plates
bearings etc including
dismantling old
existing drum and
erection and
commissioning of
new drum
TOTAL 13.50
The company is yet to place orders for the above said plant and machineries. The balance amount of Rs. 13.30 lacs
have been spent by the company on replacing the existing structure, since it was fully depreciated. The new structure
in the NPK plant has the following facilities :
o LDO yard and shed to cover the furnace oil storage facilities.
o Testing laboratory for the testing of raw material as well as finished products.
o Cooling enclosures for hot finished goods coming out of cooler drum.
17
Expansion of SSP Fertiliser Plant
The work for the expansion of the production capacity of SSP fertiliser plant from 83000 TPA to 120000 TPA has
already been started. The company has installed the ball mill with grinding capacity of 240 Mt/day. In order to handle
the additional production, second crane is to being installed. Moreover there will be extention of SSP Plant room to
accommodate the new crane. With the new crane the reshuffling of the green SSP fertiliser can be done speedily and
the productivity of the plant will improve. It is expected that the total expansion of the SSP fertiliser unit will be
completed by end of September, 2006. The company proposes to install the following plant and machinery as detailed
herein under:
SSP expansion at Kanheri, Akola
Sr. Particulars Quantity Price Amount Name & Address of the Date of
No. (Sq M.) per unit (Rs. in supplier Quotation
(in Rs.) lakhs)
CIVIL WORKS
Polyplanner
1 SSP Plant Room
360.00 5000 18.00 (Architect, Engineers and 01/02/2006
Interior Designers)
Machinery
2 Foundations 6.00 -------do-------- ---do----
Lumpsum
3 Store & Warehousing 672.00 6250 42.00 -------do-------- ----do----
SUB – TOTAL (A) 66.00
CRANE
Design, Manufacture
and Supply of 7.5T
4 One 34.00 Dhiraj Enterprises 02.12.2005
Grabbing Crane along
with Grab Bucket
34.00
SUB – TOTAL (B)
Total 100.00
The company has already appointed Architect for the civil work to be carried on during February 2006 and has placed
orders for the above mentioned plant and machineries during December 2005
Acquisition of Land
The company has identified land in Village Kanheri at Mauje Akola & Village Bhilwadi at Mauje Sangli and process
of finalisation of the terms will start in September 2006 and final Agreement for the purchase of the said land will be
executed before December 2006 when the payment for the same will be made. The company expects the cost of land
including registration to be around 25 lacs. The company has already entered into agreement for purchase of 0.81
Hector of land at Village Kanheri ,Mauje Akola at the consideration of Rs 0.98 lacs during February 2006.
R & D Station for Seed
The Company is planning to setup the R&D station whereby research activities regarding the development of Hybrid
seeds will be carried out more efficiently. After construction of R & D station the company will be able to develop new
hybrid varieties of seeds by using the Bio Technology. The approximate cost for civil work and scientific equipments
would be around Rs 35.41 lacs a detailed break up of which is given below:
18
LETTER OF OFFER
Seeds Division, Akola
Civil work for R & D Division
Sr. No. Particulars Quantity Price per Amount Name & Address of the Date of
unit (Rs. In supplier Quotation
lakhs)
Polyplanner
Research Centre and
1 (Architect, Engineers and 01/02/2006
Laboratory 200 7000 14.00
Interior Designers)
2 Poly Houses
1350 900 12.15 -------do------- ----do----
(3 Nos.)
TOTAL 26.15
The company has already appointed Architect for the civil work to be carried on during May, 2006.
Details of Scientific equipments for R & D station
Sr. No. Particulars Amount Name & Address of the Date of
(Rs. In supplier Quotation
lakhs)
1 Seed Germinator Dual
1.79 J K Sales Corporation 01/02/2006
chamber
2 LABOMED Trinoculer
-------do------- ----do----
Research 0.76
3 Citizen Electronic Digital
0.56 -------do------- ----do----
precision Top
4 WISWO Digital -------do-------
----do----
Electronic Seed Counter 0.89
5 POLLAND Digital Seed
-------do------- ----do----
Moisture meter 0.28
6 INDOSAW Laboratory
-------do------- ----do----
model Seed Divider 0.22
7 Gamet type precision
-------do------- ----do----
Divider 0.18
8 Trolley Laboratory model
-------do------- ----do----
Seed Blower 0.23
9 INDOSAW Laboratory
-------do------- ----do----
Seed Gravity 1.22
10 OSWAORLD BOD
-------do------- ----do----
Incubator 0.91
11
INDOSAW Seed Dryer -------do------- ----do----
2.22
TOTAL 9.26
The company is yet to place orders for the above said scientific equipments for R & D station
19
Working Capital Requirement
Statement showing the shortfall in the working capital of the Company as at 31/03/2006 based upon the restated
Audited Accounts and estimates for the year ended 31/03/2007 is as follows :
(Rs. In Lacs)
Particulars 31/03/2006 31/03/2007
APPLICATION OF SHORT TERM FUNDS :
Current assets, loans and advances
- Inventories 1414.13 1710.22
- Sundry debtors 1420.53 1680.58
- Others 426.40 493.02
Total A 3261.06 3883.82
SOURCES OF SHORT TERM FUNDS:
Current liabilities and provisions
- Current liabilities 919.31 1058.64
- Provisions 49.59 52.06
Total B 968.90 1110.70
NET WORKING CAPITAL 2292.16 2773.12
Financed by:
Secured loans 1038.04 1066.00
Unsecured loans 999.82 621.01
Internal accruals 254.30 189.99
Proceeds of the issue 0 896.12
Issue Expenses
The preliminary & preoperative expenses are expected to be Rs. 44.00 Lacs. Breakup of the expenses is given
below :
Sr. No. Particulars Amount (Rs. in Lacs)
1 Fees payable to
- Lead Manager and Registrar 11.80
- Other Intermediaries 6.2
2 Printing & Stationery and Postage expenses 19.00
3 Advertisement, travel and other Miscellaneous Expenses 7.00
Total 44.00
APPRAISAL
The project is not being appraised by any Bank or Financial Institution.
20
LETTER OF OFFER
SCHEDULE OF IMPLEMENTATION
Project Commencement Completion

Expansion of SSP plant Commenced September, 2006
NPK plant Acquisition (Sangli) &
Commenced September, 2006
Refurbishment
R& D Station for seeds Commenced March, 2007
Acquisition of Land September 2006 December, 2006
NPK Plant Revamping (Akola) Commenced November 2006
SOURCES & DEPLOYMENT OF FUNDS

M/s P.C. Bhandari & Co., Chartered Accountants, has certified vide their certificate dated 14.07.2006 that an expenditure
of Rs. 569.33 Lacs has already been incurred on the project up to 30.06.2006. Details of the sources and deployment
of funds as per the certificate are as follows :
Particulars Amount
Incurred/Deployed so far
(Rs. in Lacs)
Sources of funds
Unsecured loans from the promoters 500.98
Internal accruals 68.55
Total 569.53
Deployment of Funds
SSP Unit at Kanheri
Crane 39.89
NPK Kaulkhed, Akola
LDO Yard and Shed, Testing Laboratory and 13.30
Cooling enclosures for hot finished goods.
Seeds Division
R&D Equipments 5.95
NPK Sangli
NPK plant Purchase, Stamp duty, Registration 126.06
and refurbishment
Issue Expenses 6.50
Working Capital 377.83
Total 569.53
YEAR WISE BREAK UP OF EXPENDITURE
The entire issue proceeds are to be utilized within the current financial year. Hence the year wise break up of expenditure
is not given.
INTERIM USE OF FUNDS
Pending deployment in the project the funds raised through the rights issue would be deployed by the company
judiciously in secured fixed deposits with scheduled commercial banks and other short term secured investment
opportunities.
21
BASIC TERMS OF THE ISSUE
EQUITY SHARES
Face Value Each Equity Share has the face value of Rs. 10/-.
Issue Price Each Equity Share is being offered at a price of Rs. 25/- per share
(including a premium of Rs. 15/- per share).
No. of Equity Shares offered 47,77,650 equity shares of Rs. 10/- each
Entitlement Ratio The Equity Shares are being offered on rights basis to the existing Equity
Shareholders of the Company in the ratio of 3 (Three) Equity Shares for
every 2 (Two) Equity Shares (i.e 3:2) held as on the Record Date.
Market Lot The market lot for the Equity Shares in dematerialised mode is one. In
case of physical certificates, the Company would issue one certificate for
the Equity Shares allotted to one folio (“Consolidated Certificate”).
Terms of Payment 100% of the issue price i.e Rs. 25 /- shall be payable on Application.
For more details please refer to section xvi – Terms of the issue given on page 93 of this letter of offer.
22
LETTER OF OFFER
BASIS FOR ISSUE PRICE
Qualitative Factors
1. Consistently profit making and dividend paying company since 1994.
2. The Company has a well-established brand name “Krishi Sanjivani”. The said trademark is duly registered and is
popular amongst the farmers.
3. The production facilities of the company are located at Akola, the major consumption center for fertilisers and
seeds.
4. Basant Agro is the third largest seller of SSP in Maharashtra for the year 2004-05. (Source: Fertiliser and Agricultural
Statistic (Western Region), FAI (2004-05)
5. The company has about 500 dedicated main distributors in Maharashtra and through them there are many sub
dealers and retailers who help the company to market & sell its fertilisers in remote places in Vidarbha and
Marathwada regions of Maharashtra.
6. Well -experienced management team.
Quantitative Factors (based upon adjusted Profit and Loss Account)
(a) Earnings Per Share (EPS)
Year ended 31 st March EPS(Rs) Wts
2004 2.84 1
2005 3.85 2
2006 8.45 3
Weighted Average EPS 5.98
(b) Price Earning Ratio (PE)
P/E (based on 2005-06 EPS ) 2.96
P/E (based on weighted average EPS) 4.18
(c) Return on Networth (RONW)
Year RONW (%) Wts
2003-04 8.39 1
2004-05 10.54 2
2005-06 21.41 3
Weighted Average RONW 15.62
(d) Minimum RONW required to maintain pre-issue Weighted Average EPS 19.43
(e) Net Asset Value (NAV)
NAV (pre issue as on 31.03.2006) 39.47
NAV (post issue) 30.79
(f) Industry P/E Ratio
Highest (Zuari Inds.) 18.6
Lowest (GNFC) 4.7
Industry Composite 8.9
(Source: Capital Market, July 17 – 30, 2006, Sector: Fertilizer)
23
(g) Comparison of key ratios with the companies engaged in the same lime of business
Name of the company Equity Sales PAT EPS BV P/E

(Rs. in (Rs.) (Rs,)
Cr.)
Dharamsi Morarji 20.29 171.4 -12.6 - 3.0 -
Liberty Phosphate 4.13 87.5 2.6 6.2 20.9 2.80
Tata Chemicals 215.18 3502.9 356.4 15.6 100.7 13.7
(Source: Capital Market July 17 -30, 2006, Sector: Fertilizer)
Name of the company FV Sales as on EPS MP P/E

(Rs.) 31/03/2006 as on
(Rs. in Lacs) July 19, 2006
Basant Agro Tech (India) Limited 10 6,810.43 8.45 28.50 3.37 times
The issue price of Rs. 25/- per share is 2.5 times the Face Value of Rs. 10/- per share of the equity shares being issued.
The minimum Return on Networth required to maintain pre-issue weighted average EPS of Rs. 5.98 is 19.43% whereas
the Company has already earned an RONW of 21.41% for the year ended March 31, 2006. The offer price of Rs. 25/
- is 2.96 times the pre-issue EPS as on March 31, 2006 and 4.18 times the pre-issue weighted average EPS, which is
lower than the average P/E multiple for the industry in which the Company operates.
Considering the above qualitative and quantitative factors, the issue price of Rs. 25/- per equity share is justified.
24
LETTER OF OFFER
To,
The Board of Directors
M/s. Basant Agro Tech (India) Ltd.,
Plot No.13/2, Kaulkhed,
Near S.T. Work Shop,
Akola-444001.
Dear Sirs,
We hereby certify that the enclosed annexure states the tax benefits available to Basant Agro Tech (India) Ltd (the
“Company”) and to the Shareholders of the Company under the provisions of the Income Tax Act, 1961 and other
direct tax laws presently in force.
The contents of this annexure are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company.
A shareholder is advised to consider in his/her/its own case, the tax implications of an investment in the equity shares
may have a different interpretation on the benefits, which an investor can avail.
For P.C. BARADIYA & COMPANY For P.C. BHANDARI & COMPANY
Chartered Accountants Chartered Accountants
R. P. Baradiya P. C. Bhandari
Proprietor Proprietor
(Membership No. 44101) (Membership No. 39710)
Date: February 21, 2006
25
STATEMENT OF TAX BENEFITS
The tax benefits listed below are the possible benefits available under the current tax laws in India. Several of these
benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax
laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on business imperatives it faces in the future, it may not choose to fulfill.
The following tax benefits shall be available to the Company and the prospective shareholders under the Indian Direct
Tax Laws.
1. To the Company - Under the Income-tax Act, 1961 (the Act)
1.1 The Company is eligible to claim deduction u/s 80IB in respect of one its undertaking for a specified period.
Besides, its income from agricultural activities is also exempt from taxation under section 10 (1)of the Act.
1.2 The Company is entitled to a deduction under section 35(1)(iv) r.w.s. 35(2) of the Income Tax Act, 1961 of the
entire amount of the capital expenditure (other than land) incurred on scientific research related to the business
carried on by the Company, in the year in which such expenditure is incurred.
1.3 Under Section 32, depreciation on plant and machinery is eligible @ 15% and on Pollution Control Equipment
@ 100%. Additional depreciation @ 20% is eligible on plant and machinery in the year of acquisition /
installation.
1.4 The Company is eligible under section 35D of the Income Tax Act, 1961 to deduction equal to one-fifth of
certain specified expenditure, including specified expenditure incurred in connection with the issue for the
extension of the industrial undertaking, for the period of five successive years subject to the limits provided
and the conditions specified under the said section.
1.5 Under Section 10(38), long-term capital gains arising from transfer of long term capital asset being an equity
share or unit of an equity oriented mutual fund (i.e. capital asset held for the period of twelve months or more)
entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to
Securities Transaction Tax, is exempt from income tax.
1.6 The long-term capital gains accruing to the Company otherwise than as mentioned in 1.5 above, shall be
chargeable to tax in accordance with and subject to the provisions of Section 112 of the Income tax Act, 1961
as follows :
(i) If long term capital gain is computed with indexation @20% (plus applicable surcharge and education
cess)
(ii) In the case of certain listed shares, securities and units, in a transaction not entered into in a recognized
stock exchange, if long term capital gain is computed without indexation @ 10% (plus applicable surcharge
and education cess)
1.7 Under Section 111A, short-term capital gain arising to the Company from transfer of a short term capital
asset, being an equity share or unit of an equity oriented mutual fund (i.e. capital asset held for the period of
less than twelve months) entered into in a recognized stock exchange in India and being such a transaction,
which is chargeable to Securities Transaction Tax, shall be chargeable to tax at the rate of 10% (plus applicable
surcharge and education cess).
1.8 The Company is eligible to claim exemption in respect of tax on long term capital gains u/s 54EC and 54ED
if the amount of capital gains is invested in certain specified bonds / securities subject to the fulfillment of the
conditions specified in those sections.
1.9 The Company is eligible to exemption under section 10(34) in respect of income by way of dividend received
from other Domestic Companies.
1.10 Under Section 115JAA(1A), credit is allowed in respect of any tax paid (MAT) under Section 115JB of the
Act for any assessment year commencing on or after April 1, 2006. Credit eligible for carry forward is the
difference between MAT paid and the tax computed as per the normal provisions of the Income-tax Act. Such
MAT credit shall be available for set-off upto 5 years succeeding the year in which the MAT credit initially
arose.
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LETTER OF OFFER
2. To the Members of the Company – Under the Income Tax Act, 1961 (the Act)
2.1 Resident Members
a. Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to in
Section 115-O of the Act is exempt from income-tax in the hands of the shareholders.
b. Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a long
term capital asset being an equity share in the company or unit of an equity oriented mutual fund (i.e.
capital asset held for the period of twelve months or more) entered into in a recognized stock exchange in
India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt
from tax.
c. In terms of Section 88E of the Act, the securities transaction tax paid by the shareholder in respect of the
taxable securities transactions entered into in the course of the business would be eligible for rebate from
the amount of income-tax on the income chargeable under the head ‘Profits and Gains under Business or
Profession’ arising from taxable securities transactions.
d. As per the provisions of Section 10(23D) of the Act, all mutual funds set up by public sector banks, public
financial institutions or mutual funds registered under the Securities and Exchange Board of India (SEBI)
or authorized by the Reserve Bank of India are eligible for exemption from income-tax, subject to the
conditions specified therein, on their entire income including income from investment in the shares of the
company.
e. Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than
those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the extent specified
therein, if the capital gain are invested within a period of six months from the date of transfer in the bonds
issued by –
i. National Bank for Agriculture and Rural Development established under Section 3 of the National
Bank for Agriculture and Rural Development Act, 1981;
ii. National Highways Authority of India constituted under Section 3 of National Highways Authority of
India Act, 1988;
iii. Rural Electrification Corporation Limited, a company formed and registered under the Companies
Act, 1956;
iv. National Housing Bank established under Section 3(1) of the National Housing Bank Act, 1987; and
v. Small Industries Development Bank of India established under Section 3(1) of the Small Industries
Development Bank of India Act, 1989.
If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. However,
the amount so exempted shall be chargeable to tax subsequently, if the new bonds are transferred or
converted into money within three years from the date of their acquisition.
f. Under Section 54ED of the Act, capital gain arising from transfer of long term capital assets, being listed
securities or units [other than those exempt u/s 10(38)], shall be exempt from tax, subject to the conditions
and to the extent specified therein, if the capital gain is invested in public issue of equity shares issue by
of an Indian Public Company within a period of six months from the date of such transfer. If only a part of
the capital gain is so reinvested, the exemption shall be proportionately reduced. However, the amount so
exempted shall be chargeable to tax subsequently, if the new equity shares are transferred or converted
into money within one year from the date of their acquisition.
g. Under Section 54F of the Act, where in the case of an individual or HUF capital gain arise from transfer
of long term assets [other than a residential house and those exempt u/s 10(38)] then such capital gain,
subject to the conditions and to the extent specified therein, will be exempt if the net sales consideration
from such transfer is utilized for purchase of residential house property within a period of one year before
or two year after the date on which the transfer took place or for construction of residential house property
within a period of three years after the date of transfer.
27
h. Under Section 111A of the Act, capital gains arising from transfer of short term capital assets, being an
equity share in a company, which is subject to securities transaction tax will be taxable under the Act @
10% (plus applicable surcharge and educational cess).
i. Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not covered
under Section 10(38) of the Act] arising on transfer of shares in the Company, if shares are held for a
period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and educational
cess on income-tax) after indexation as provided in the second proviso to Section 48 or at 10% (plus
applicable surcharge and educational cess on income-tax) (without indexation), at the option of the
Shareholders.
2.2 Return of Income not to be filed in certain cases
Under provisions of Section 115G of the Act, it shall not be necessary for a non-resident Indian to furnish his
return of income if his only source of income is investment income or long term capital gains or both arising
out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at source
has been deducted therefrom.
2.3 Other Provisions of the Act
a. Under Section 115I of the Act, a non resident Indian may elect not to be governed by the provisions of
Chapter XII-A of the Act for any assessment year by furnishing his return of income under section 139 of
the Act declaring therein that the provisions of the Chapter shall not apply to him for that assessment year
and if he does so the provisions of this Chapter shall not apply to him. In such a case the tax on investment
income and long term capital gains would computed as per normal provisions of the Act.
b. Under the first proviso to section 48 of the Act, in case of a non resident, in computing the capital gains
arising from transfer of shares of the company acquired in convertible foreign exchange (as per exchange
control regulations), protection is provided from fluctuations in the value of rupee in terms of foreign
currency in which the original investment was made. Cost indexation benefits will not be available in
such a case.
c. Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than
issued by –
India Act, 1988;
Act, 1956;
d. Under Section 54ED of the Act, capital gain arising from transfer of long term capital assets, being listed
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LETTER OF OFFER
e. Under Section 54F of the Act, where in the case of an individual or HUF capital gain arise from transfer
of long term assets [other than a residential house and those exempt u/s 10(38)] then such capital gain,
subject to the conditions and to the extent specified therein, will be exempt if the net sales consideration
from such transfer is utilized for purchase of residential house property within a period of one year before
or two year after the date on which the transfer took place or for construction of residential house property
within a period of three years after the date of transfer.
f. Under Section 111A of the Act, capital gains arising from transfer of short term capital assets, being an
equity share in a company, which is subject to securities transaction tax will be taxable under the Act @
10% (plus applicable surcharge and educational cess).
g. Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not covered
under Section 10(38) of the Act] arising on transfer of shares in the Company, if shares are held for a
period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and educational
cess on income-tax) after indexation as provided in the second proviso to Section 48 or at 10% (plus
applicable surcharge and educational cess on income-tax) (without indexation), at the option of the
Shareholders.
2.4 Foreign Institutional Investors (FIIs)
a) By virtue of Section 10(34) of the Act, income earned by way of dividend income from another domestic
company referred to in Section 115-O of the Act, are exempt from tax in the hands of the institutional
investor.
b) Under section 115AD capital gain arising on transfer of short capital assets, being shares and debentures
in a company, are taxed as follows :
i. Short term capital gain on transfer of shares/debentures entered in a recognized stock exchange which
is subject to securities transaction tax shall be taxed @ 10% (plus applicable surcharge and educational
cess ); and
ii. Short term capital gains on transfer of shares/debentures other than those mentioned above would be
taxable @ 30% (plus applicable surcharge and educational cess).
c) Under section 115AD capital gain arising on transfer of long term capital assets, being shares and debentures
in a company, are taxed @ 10% (plus applicable surcharge and educational cess). Such capital gains
would be computed without giving effect to the first and second proviso to section 48. In other words, the
benefit of indexation, direct or indirect, as mentioned under the two provisos would not be allowed while
computing the capital gains.
d) Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than
issued by –
India Act, 1988;
Act, 1956;
29
e) Under Section 54ED of the Act, capital gain arising from transfer of long term capital assets, being listed
2.5 Venture Capital Companies/ Funds
As per the provisions of section 10(23FB) of the Act, income of
o Venture Capital Company which has been granted a certificate of registration under the Securities and
Exchange Board of India Act, 1992 and notified as such in the Official Gazette; and
o Venture Capital Fund, operating under a registered trust deed or a venture capital scheme made by Unit
Trust of India, which has been granted a certificate of registration under the Securities and Exchange
Board of India Act, 1992 and notified as such in the Official Gazette set up for raising funds for investment
in a Venture Capital Undertaking is exempt from income tax.
2.6 Infrastructure Capital Companies/ Funds or Co-operative Bank
As per the provisions of section 10(23G) of the Act, income by way of dividends, interest or long term capital
gains of :
o Infrastructure Capital Company;
o Infrastructure Capital Fund; and
o Co-operative Bank
from investment made in share or long term finance in undertakings specified therein shall be exempt
from tax. However, such income earned by an Infrastructure Capital Company shall not be exempt for the
purpose of computing tax on book profits u/s 115JB of the Act.
3. Wealth Tax Act, 1957
Shares in a company held by a shareholder will not be treated as an asset within the meaning of Section 2(ea) of
Wealth-tax Act, 1957; hence, wealth tax is not leviable on shares held in a company.
4. The Gift Tax Act, 1957
Gift of shares of the company made on or after October 1, 1998 are not liable to tax.
Notes :
a) All the above benefits are as per the current tax law and will be available only to the sole/ first named holder
in case the shares are held by joint holders.
b) In respect of non-residents, taxability of capital gains mentioned above shall be further subject to any benefits
available under the Double Taxation Avoidance Agreement, if any between India and the country in which the
non-resident has fiscal domicile.
c) In view of the individual nature of tax consequence, each investor is advised to consult his/ her own tax
adviser with respect to specific tax consequences of his/ her participation in the scheme.
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LETTER OF OFFER
IX. ABOUT THE ISSUER COMPANY

Industry Overview
Global Fertiliser Industry
The developed countries have the enormously productive agricultural sector. High quality soil and growing conditions,
together with large investments in machinery, chemicals, pesticides, fertilizer and hybrid seeds, and advanced technical
knowledge have resulted in large quantities of agricultural production. The large productive capacity of the farm
sector has led to a growing surplus of agricultural output which is far more than which is consumed domestically.
Surpluses of agricultural production over consumption have been characteristic of the Developed countries for many
decades. Since the population growth was under control the excess agricultural output could easily be exported.
Agricultural exports have grown enormously to the developing nations, who were facing food shortage due to rapidly
growing population.
In developed countries farm subsidies are on a much larger scale than in developing countries. Fertilizer being an
essential agricultural input to all categories of farmers, as price is an important factor in motivating its ever-increasing
use. A low price of fertilizer is linked to the much bigger question of protecting the millions of small and marginal
farmers on the one hand, and the majority of the poor consumers of food-grains on the other.
The graph below gives the expected global cereal demand upto 2020.
Agricultural production by farmers in developing countries is not keeping pace with this increase in demand. In Sub-
Saharan Africa and Latin America, a significant part of the increased cereal production could result from an increase
in the cultivated area, but in other regions of the world it must come from higher yields. This will require an increased
use of fertilizers, coupled with greater efficiency of their use. In West Europe the quantity of fertilizer applied today
is the same as it was in 1970 whereas the average yield of wheat, for example, has more than doubled. A similar
increase of efficiency has been achieved in North America.
Assuming a slow-down in the growth of world population and crop production and an improvement in fertilizer use
efficiency, it is forecasted that total fertilizer use, will have to increase from the present level of 138 million tonnes N
(Nitrogen)+ P2O5 (Phosphate) + K2O (Potash) to between 167 and 199 million tonnes per year by 2030, resulting in
growth rates of between 0.7 and 1.3 percent per annum. This compares with an annual rate of increase over the past 30
years of 2.4% per annum. Most of the increase will be in South and East Asia and in North and South America.
Source: International Fertiliser Association, ( www.fertilizer.org)
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Indian Fertilizer Industry
Agriculture has all along been the most crucial sector of the Indian economy. Agriculture and allied activities make the
single largest contribution to the Gross Domestic Product (GDP), accounting for almost 27 % of the total. Agriculture
provides employment to around 65 % of the total work force and is the primary source of livelihood in rural areas
which account for 75% of India’s population and 80% of its poor. The irrigated agriculture, contributes nearly 56% of
agricultural output.. It contributes for 21% of total exports of India. Agriculture provides the vital raw material to
several industries Agricultural growth is also an important factor in containing inflation, raising agricultural wages
and for employment generation.
The strategy proposed is aimed at making Indian agriculture not only globally more competitive but also domestically
more progressive by using knowledge as a strategic resource so that agriculture sustains livelihoods of millions of
households dependent upon it in an environmentally sustainable manner.
The National Policy on Agriculture seeks to actualise the vast untapped growth potential of Indian agriculture, strengthen
rural infrastructure to support faster agricultural development, promote value addition, accelerate the growth of agri
business, create employment in rural areas, secure a fair standard of living for the farmers and agricultural workers
and their families, discourage migration to urban areas and face the challenges arising out of economic liberalisation
and globalization. Over the next two decades, India aims to attain a growth rate in excess of 4 per cent per annum in
the agriculture sector; growth that is based on efficient use of resources and conserves our soil, water and bio-diversity;
growth with equity, i.e., growth which is widespread across regions and farmers; growth that is demand driven and
caters to domestic markets and maximizes benefits from exports of agricultural products in the face of the challenges
arising from economic liberalisation and globalization ; growth that is sustainable technologically, environmentally
and economically.
Due to scientific and technological advancements and sincere efforts of the Government and farmers, Indian agriculture
has taken giant strides in setting new landmarks imparting great resilience to agricultural production. These achievements
will provide food and nutritional security as well as assure for their welfare.
Fertiliser is an important component in the strategy for increasing the production of food grains in the country. The
fertiliser sector has, therefore, assumed a critical role in the economy, particularly in creating a prosperous rural base.
The Green Revolution in the late sixties gave an impetus to the increased use of fertilisers. The eighties witnessed a
significant addition to the production capacity of fertilisers in the country. Thus the fertilizer sector, which is directly
connected with food security and the food security of the country, is classified as a core sector.The objective of
reducing the incidence of poverty and removal of unemployment is sought to be attained primarily through accelerated
agricultural growth. While to meet consumption demand, growth in agricultural output is important.
The Industry had a very humble beginning in 1906, when the first manufacturing unit of Single Super Phosphate
(SSP) was set up in Ranipet near Chennai with an annual capacity of 6000 MT. The Fertilizers & Chemicals Travancore
of India Ltd. (FACT) at Cochin in Kerala and the Fertilizers Corporation of India (FCI) in Sindri, Bihar (Now Jharkhand)
were the first large sized-fertilizer plants set up in the forties and fifties with a view to establish an industrial base to
achieve self-sufficiency in food grains. Subsequently, green revolution in the late sixties gave an impetus to the
growth of Fertilizer industry in India. The seventies and eighties then witnessed significant additions to the fertilizer
production capacity. Considering the sulphur deficiency in Indian soils, use of SSP carrying the agronomically important
secondary nutrient sulphur, is being encouraged through intensified promotional activities
The installed capacity as on February, 2003 had reached a level of 12.11 million MT of nitrogen (inclusive of an
installed capacity of 20.84 million MT of urea after reassessment of capacity) and 5.36 million MT of phosphatic
nutrient, making India the 3 rd largest fertilizer producer in the world. The rapid build up of fertilizer production
capacity in the country has been achieved as a result of a favourable policy environment facilitating large investments
in the public, co-operative and private sectors. Presently, there are 57 large sized fertilizer plants in the country
manufacturing a wide range of nitrogenous, phosphatic and complex fertilizers. Out of these, 29 units produce urea,
20 units produce DAP and complex fertilizers, 13 plants manufacture Ammonium Sulphate (AS), Calcium Ammonium
Nitrate (CAN) and other low analysis nitrogenous fertilizers. Besides, there are about 64 medium and small-scale
units in operation producing SSP. The promotion of fertilizer and technology to farmers for field application is very
important. Educating and training the farmers in method, time and dose of fertilizer application is very essential for
enhancing the use-efficiency and productivity
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LETTER OF OFFER
Self-sufficiency in fertilizer sector
Out of three main nutrients namely, nitrogen, phosphate and potash, required for various crops, indigenous raw materials
are available mainly for production of nitrogen. The Government’s policy has hence aimed at achieving the maximum
possible degree of self-sufficiency in the production of nitrogenous fertilizers based on utilization of indigenous
feedstock. Prior to 1980, nitrogenous fertilizer plants were mainly based on naphtha as feedstock. A number of fuel
oil/LSHS based ammonia-urea plants were also set up during 1978 to 1982, two coal-based plants were set up for the
first time in the country at Talcher, Orrisa and Ramagundam, Andhra Pradesh. These coal based plants have been
closed by Government with effect from 1st April 2002. However, with natural gas becoming available from offshore
Bombay High and South Basin, a number of gas based ammonia-urea plants have been set up since 1985. As the usage
of gas increased and its available supply dwindled, a number of expansion project has been installed in the last few
years with duel feed facility using both naphtha and gas Feasibility of making available liquefied natural gas (LNG) to
meet the demand of existing fertilizer plant and/or for the expansion projects along with the possibility for utilizing
newly discovered gas reserves is also being explored by various fertilizer companies in India.
In case of phosphates, the paucity of domestic raw material constrains the attainment of self-sufficiency in the country.
Indigenous rock phosphate supplies meet only 5-10% of the total requirement of P205. A deliberate policy has therefore
been adopted which involves mix of three options. First, domestic production based on indigenous/imported rock
phosphate and imported sulphur. Second, domestic production based on imported intermediates, viz. Ammonia and
phosphoric acid; and third, import of finished fertilizers. During 2001-02 roughly 87% of the requirement of phosphatic
fertilizers was met through the first two options.
In the absence of commercially exploitable potash sources in the country, the entire demand of potassic fertilizers for
direct application as well as for production of complex fertilizers is met through imports.
Given the Volatility in international fertilizer market in general and urea market in particular, marginal provision
through imports could be used to the country’s strategic advantage. This is also desirable as the international market,
especially in case of urea, is very sensitive to demand supply scenario. The possibility of securing additional supply of
urea by permitting economically efficient indigenous units to produce their reassessed capacity to substitute imports
is also being explored in the pricing regime for urea units, which is applicable from 01.04.2003.
Technological Advancements
To meet the growing demand of fertilizers in the country through indigenous production, self-reliance in design
engineering and execution of fertilizer projects is very crucial. This requires a strong indigenous technological based
in planning, development of process know-how, design engineering and expertise in project management and execution
of the projects. With the Continuing support of the Government of India for research and development as well as for
design engineering activities over the years, Indian consultancy organizations Project and Development India Ltd.
(PDIL) & FACT Engineering and Design Organisation (FEDO) in the field of fertilizers have grown steadily in tandem
with the fertilizer industry. These consultancy organisations are today in a position to undertake execution of fertilizer
projects starting from concept/designing to commissioning of fertilizer plants.
The fertilizer plant operators have now fully absorbed and assimilated the latest technological developments
incorporating environmental friendly process technologies and are in a position to operate and maintain the plants at
their optimum levels without any foreign assistance and no international standards in terms of capacity utilization,
specific energy consumption & prescribed pollution standards. The average performance of gas-based plants in the
country today is amongst the best in the world.
The country has also developed expertise for fabrication and supply of major and critical equipment such as high
pressure vessels, static and rotating equipment, Distributed Control System (DCS), heat exchangers and hydrolyser
for fertilizer projects. The indigenous vendors are now in a position to compete and secure orders for such equipment
both in India & abroad under International Competitive Bidding (ICB) procedure. Presently, about 70% of the equipment
required for a major domestic fertilizer plant are designed and manufactured indigenously.
A significant development/advancement has also been made in the country in the field of manufacturing of catalysts
of various ranges by our catalyst-manufacturing organisation like PDIL.
33
Concessions/Incentives on Import of Capital Goods for Fertilizer Industry
To encourage investment in the fertilizer sector, the following concessions are available to the domestic industry :-
§ Concessional customs duty on import of capital good for setting up of new plants/substantial expansion/renovation/
modernization of existing plants.
§ Deemed export benefit to indigenous suppliers of capital goods for new/revamp/retrofit/modernization projects
of fertilizers provided such supplies are made under the procedure of International Competitive Bidding.
Development and Growth of Fertilizer Industry
Capacity Build-Up
At present, there are 57 large sized fertilizer plants in the country manufacturing a wide range of nitrogenous, phosphatic
and complex fertilizers. Of these, 29 units produce urea, 20 units are of DAP and complex fertilizers, 7 units produce
low analysis straight nitrogenous fertilizers and remaining 9 manufacture ammonium sulphate as by-product.
Besides, there are about 64 small and medium scale plants in operation producing single super phosphate (SSP). The
total installed capacity of fertilizer production, which was 120.58 lakh MT of nitrogen and 52.31 lakh MT of phosphate
as on 31.03.2003 has marginally reduced to 119.98 lakh MT of nitrogen and 53.60 lakh MT has risen to 54.20 lakh MT
of phosphate as on 01.04.2004.
Strategy for Growth
The fertilizer industry has adopted the following strategy to increase fertilizer production;
§ Expansion/retrofitting/revamping of existing fertilizer plants.
§ Setting up joint venture projects in countries having abundant and cheaper raw material resources.
§ Working out the possibility of adopting alternative sources like liquefied natural gas to overcome the constraints
in the domestic availability of natural gas.
Single Super Phosphate
Single Super Phosphate (SSP) Fertilizer industry is the pioneering fertilizer industry in the country and the first SSP
plant is said to have been established by EID Parry in the year 1906. Manufacturing of SSP is based on perhaps the
simplest chemical reaction amongst chemical fertilizer industry. The main raw materials required are rock phosphate
and sulphuric acid. SSP is a straight phosphatic multi-nutrient fertilizer which contains 16% water soluble P2O5, 12%
sulphur, 21% calcium and some other essential micro nutrients in small proportions. SSP, which is a poor farmer’s
fertilizer (price-wise), is an option to optimise the use of phosphatic fertilizers. It also helps to treat sulphur deficiency
in soils (40% Indian soil sulphur deficient) as well for further enhancement of yields at the least cost. In various crops,
which require more of sulphur and phosphate like oilseeds, pulses, sugarcane, fruits and vegetables, tea etc, SSP is an
essential fertilizer.
Advantages of SSP Fertilizer :
1. Provides 15% of total phosphate requirement of the country.
2. Lowest price per kg, preferred by small and marginal farmers.
3. Multi-nutrient fertilizer containing P 2O5 as primary nutrient and Sulphur and Calcium as secondary nutrients.
4. It is the cheapest source of Sulphur for the soil.
5. Only phosphatic fertilizer which can utilize Indian rock phosphate deposits.
6. Least price per unit of P2O5 as compared to other phosphetic fertilisers.
After decontrol of fertilizers in August 1992, the Government of India has been implementing Concession Scheme for
decontrolled phosphatic and potassic (P&K) fertilizers. SSP is one the decontrolled fertilizers covered under the
Scheme. The administration of the Concession Scheme was transferred from Department of Agriculture and Co-
operation (DAC) to Department of Fertilizers (DOF) with effect from 1.10. 2000. During the period of administration
of the Scheme by DAC, 106 SSP units were listed under the Scheme. In addition, requests from 10 units were under
consideration of DAC for induction under the Scheme.
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LETTER OF OFFER
The DOF, with a view to ensuring availability of quality SSP to farmers and in order to minimize possibility of sale of
non-standard SSP to farmers, modified the guidelines for the Scheme so as to promote use of specified grades of rock
phosphate purchased from notified sources for manufacture of SSP. The Technical Audit and Inspection Cell (TAC)
constituted under the Scheme is required to conduct first time and six-monthly inspections of SSP manufacturers for
ensuring usage of specified grades of rock phosphate from sources notified by the DOF from time to time. For achieving
the underlying objective, the Scheme initially provided for the facility of 80% ‘On-account’ payment to those
manufacturers of SSP who used specified grades of rock phosphate. For a more effective control on outgo of concession
on sales of SSP as well as availability of quality SSP, under the guidelines issued on 5.8.2002 for being eligible to
claim concession on sales of SSP the inspections by Technical Audit and Inspection Cell (TAC) and use grades of rock
phosphate notified by the Department of Fertilizers has been made mandatory. As on 1.1.03, total 66 SSP units with an
annual installed capacity of around 62.0 lakh MT are eligible to avail of the facility of claiming concession under the
Scheme on sales of SSP.
Western region comprising of the states like Maharashtra, Gujarat, Madhya Pradesh, Chhatisgarh, Goa and Union
Territory of Diu, Daman, Dadra Nagar Haveli represents 24.8% of the total cultivated area and 23.4% of overall
fertiliser consumption. It contributes 19.1 % of total food grain production in the country. Major crops grown in this
region are Paddy, Wheat, Bajra, Sorghum, pulses and oil seeds. About 11.5 % of the total cultivated area is under
Sorghum which contributes to about 64 % of total production of Sorghum at national level. Similarly this region
produces nearly 44.9 % of total production of oil seeds in the county as a whole. Moreover about 52.3 % of total
country’s production of cotton comes from this region. Besides these cash crops like Sugarcane, Soya bean, Groundnut
etc. are grown on large scale in this region.
This region is the large producers of Cotton, Sorghum and Oil seeds. SSP fertiliser is mainly used for cultivation of
Cotton, Wheat, Sorghum and sugarcane. Thus there is good scope for this company to increase its production of SSP
fertilisers in the coming years
Growth Rate
Due to awareness amongst the farmers in western region about the use of Chemical fertilisers for better yield, the
demand for NPK fertilisers grew by 66% in past 4 years and SSP fertilisers by 16%. During the year 2005-06 due to
change in the Government policies towards the Agriculture there seems to be excellent growth in the demand for
fertilisers.
Market Share
Basant Agro Tech (India) Limited is the third largest suppliers of SSP fertiliser in the state of Maharashtra with a
market shares of 15.32%. Market share of top three suppliers of SSP fertiliser in the state of Maharashtra are :
Name of the Company Units(in Thousand tonnes) % Market Share
Dharamsi Morarji Chemicals Company Ltd 91.80 23.09%
BEC Fertilisers Ltd 66.60 16.75%
Basant Agro Tech (India) Limited 60.90 15.32%
Similarly we are the major producer of the NPK fertilisers in Maharashtra with approximate market share of 20%.
SEED BUSINESS
The Indian agriculture in India has witnessed a gradual shift towards commercialization of input markets, where seed
as a market input is gaining prominence. The implication of commercialization is at two levels, first is the price factor
and second is the quality aspect. According to the data on cost of cultivation (CACP studies) the seed cost has been
going up although as a percentage share of the total cost declined in the past one decade. The Indian seed law allows
the sale of truthfully labeled seed, which leaves the farmer to find his luck regarding the quality of the seed after he
sows. The seed production in India is undertaken both by public sector as well as private sector. Traditionally, Indian
Council for Agricultural Research (ICAR) and the State Agricultural Universities (SAU) developed improved crop
varieties and hybrids.
The stage of multiplication is also done by public seed agencies like the National Seed Corporation (NSC), State
Farms Corporation of India (SFCI) and the 13 State Seed Corporations. The NSC established in the year 1963 was
35
given the primary responsibility for production of foundation seed. Public sector seed companies concentrated on low
value and high volume seeds, like HYVs in food crops that resulted low profits but helped country to achieve food
self-sufficiency. Where as the private sector focused on high value and low volume seeds that entail high profit
production. The growth of the Indian seed industry has resulted from indigenous research and development efforts by
a large allocation of state resources.
The private sector has emerged since eighties, the players in this market include big indigenous companies, multinational
companies functioning individually and also in collaboration with Indian companies. Private companies produce seeds
by indenting for breeder seed in advance of a couple of years from public sector breeders or purchase from private
sector, then multiply into foundation seed and market it commercially. The later is a horizontal process, which does
not require any time. Initially only certified seed production was given to the private sector, but later even the foundation
seed production was also given to this sector.
Market Size:
Seeds form the fundamental and crucial input for sustained growth in farm production, often stimulating the use of
new methods, machinery and yield-enhancing agro-inputs. The role of the seed sector is not only to ensure adequacy
in seed quality but also to ensure varietal diversity. Today, the Indian seed programme boasts one of the biggest seed
markets in the world, with annual sales at around Rs. 46,000 million. Seed is backbone of agriculture and for healthy
nation a sound seed industry is a MUST. Of this, domestic off take accounts for Rs. 45,000 million and sales in the
global market account for the remaining Rs. 1,000 million. 620 million rural Indians depends on agriculture. Agriculture
sector represents 21% of GDP. Govt. top priority is to raise living standard of rural India. At present yield of crop is
very low, hence major hybridization and use of fertilizer is the solution. Seed production is high on agenda of the
Govt. for quality, quantity and sustainability of agricultural growth.
The New Policy on Seed Development (NPSD), established in 1988 with the objective of augmenting productivity
and output quality, stimulated major growth in the industry as it attracted a lot of investment in seed business from
major domestic seed companies. Given the growth of the seed sector in recent years, India has the potential to become
the foremost player in the seed export business in the developing world with prospective markets in Asia, Africa and
South America.
Public Sector: Like many agriculturally developed Asian nations, India has sizeable public and private sector seed
businesses. Giant public sector players include the National Seeds Corporation (NSC), the State Farms Corporation
of India (SFCI), Maharashtra Seed Corporation and the thirteen State Seed Corporations (SSCs). NSC was the first
public sector organization, established in 1963, and remained virtually the only agency for seed production for around
13 years. Its role extended to several developmental programmes including training, quality control and extension
activities in seeds. This was followed by the setting up of the SSCs under two consecutive plan periods, supported by
the World Bank, and these largely adopted the role of the NSC in the Indian States. These corporations engage principally
in production and marketing of seeds of high yielding and hybrid varieties developed by the public sector.
Private Sector: Although private seed companies such as Poacha and Sutton have been established since the pre-
independence era, accelerated growth of the private sector began only after the introduction of the new seed policy in
1988 which ushered in a liberal business climate. Currently there are over 50 private seed companies such as Mahyco,
Monsanto, Sygenta, Seminis, Rasi, JK Seeds, Nuziveedu, Indo-American, Basant Agro Tech (India) Ltd. etc. together
with a few multinational companies, and these tend to focus high value crops with the principal effort being placed on
creating hybrids for oilseeds, maize, cotton and vegetable crops.
The private sector accounts for 70% of the market in terms of market turnover whereas the public sector has the
greater share in terms of volume sales. Role of private sector is essential for growth. As population is increasing but
area under cultivation is same, hence major thrust / production can only be increased by giving high yield variety of
seed which can feed the growing population.
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LETTER OF OFFER
The market share of public sector is diminishing even though the seed market is growing over period, and the share of
multinational companies is rising (Tables 1&2).
In India the basic Seed Act, 1966 provides a general policy and institutional framework. The process of release of new
varieties is monitored by the Central Variety Release Committee (CVRC), which from time to time releases list of
cultivars. These new varieties of agricultural crops have to possess value for cultivation and use (VCU) as well as
distinctness, uniformity and stability (DUS).
The GOI declared seeds as an essential commodity under the Essential Commodities Act, 1955. The Central seed sub-
committee, releases varieties of regional or national importance and the state seed sub-committees release varieties
beneficial for individual state. Before a variety can be released by the central sub-committee, identification and testing
of the new variety for its value for cultivation and use (VCU) is done by the All India Coordinated Crop Implement
Project (AICCIP). The AICCIP is a national body functioning under ICAR, which is created for all major crops or
groups of crops. A minimum of three years of multi locational trials is made for value for cultivation and use and the
variety should be suited to specified agro-climatic and soil conditions.
After testing of variety and its recommendation by the AICCIP, release and notification is done by central sub-committee.
Though state committees on seeds also can release they do not have the power to notify the varieties. The state
departments of agriculture take up popularisation of the varieties. The seed certificate rules are uniformly applicable
to the public and private sector. Seeds not certified or sold as “Truthfully labelled” are not assured for genetic purity
but the seed standards are not lower than the certified class of seed. Unreleased varieties belonging to both private
sector and public sector do not come under the purview of seeds act for the purpose of certification.
The Government of India brought out Seed Act in 2000, the provisions of which were reiterated in the National Seed
Policy in 2002 and also in the Revised Seed Act in 2004. This Seed Act was formulated in consonance with the GOI
stand regarding the Trade Related Intellectual Property Rights (TRIPS) in the original GATT round in 1994. This Act
shall not restrict the farmer to save, use, exchange share or sell his farm seeds except that they should not be sold
under commercial brand name. For the first time this act has made registration compulsory. Registration of kinds/
varieties and hybrids of seeds with the National Seed Board set up for the purpose of this Act, registration of seed
processing units and companies with the state governments was made compulsory. The registration of the seed producers
and dealers at the district level allows the state government to gain control over them. Penalty in case of contravention
of any provision of this Act, no compliance of genetic purity standards, or sale of misbranded seed, sale of unregistered
seed is punishable.
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Growth Prospects for Seed Business

India today has a critical mass and level of growth that it could use not only to cater to the growing domestic requirement
but also to make a concerted effort for global trade under provisions of GATT and WTO. Furthermore, India is
endowed with second largest area of farmland, and the largest area of irrigated land, in the world and, with its huge
germplasm diversity, its seed industry is well placed to serve both domestic and international markets.
Table showing acreage of crop in Lakh hectors :
(in Lakh hectare)
Crop 2005 2004
Wheat 207.09 192.11
Rice 5.79 6.36
Sorghum 49.19 52.15
Maize 6.41 6.06
Barley 7.30 6.69
Rapeseed/Mustard 70.43 65.72
Groundnut 3.25 4.23
Safflower 3.40 3.70
Sunflower 11.12 11.41
Sesamum 0.92 0.85
Linseed 5.29 5.54
Pulses 114.89 114.12
BT Cotton 13 5
Source: Ministry of Agriculture
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LETTER OF OFFER
BUSINESS OVERVIEW
Basant Agro Tech (India) Limited has a multi product portfolio which includes various types of fertilisers, seeds, and
agricultural inputs.
Basant Agro Tech

(India) Limited
SSP Fertilizer Unit NPK Mixture Seeds Division

Fertilizer Unit
The Company manufacture’s Single Super Phosphate (SSP) and NPK Mixture Granulated Fertilizers
• The SSP plant was commissioned in 1996 and has a capacity of 83,000 TPA.
• The NPK granulated mixture fertilizer plant was commissioned in 1991 and the current capacity of the plant is
60,000 TPA.
It is one of the largest producers of OP and Inbred varieties of hybrid seeds in and around Vidarbha region of
Maharashtra. The company has always sought the best technology and has been able to adapt the latest technology for
optimum utilization that eventually maximizes the ability to produce quality fertilisers and seeds. The company has a
wide range of products, which provide operational flexibility to optimize the production by switching between the
products depending on the Market conditions and supply constraints. This flexibility is further enhanced by our storage
infrastructure and wide spread distributor network in different states like Maharashtra, Madhya Pradesh, Andhra
Pradesh and Chattisgarh. Because of its strategic location, it has close proximity to a wide area of consumption of
agricultural inputs and has an edge over its competitors. The Company sells its products under the Brand name “Krishi
Sanjivani” which is a registered trade mark and has established brand value in this target segment. The brand is well
accepted by the farmers.
Single Super Phosphate fertilisers
The Single Super Phosphate fertiliser Plant is located at Kanheri, Akola in the State of Maharashtra and has the
production capacity of 83000 TPA. SSP fertiliser is considered agronomically more suitable for dry land SSP fertiliser
is used for getting higher yield from oil seed farming. The Rate per P2O5 content in SSP is lower as compared to DAP
(di-ammonium phosphate) the other phosphetic fertiliser. The additional advantage in SSP Fertiliser is that it contains
vital nutrient of Sulphur. Indian soil is Sulphur deficient. SSP fertiliser is useful for oil seeds and pulses and is used
as basal dose for all crops like cotton, sugarcane, wheat, paddy, Jawar, Bajra, various fruits and vegetables. Hence the
Government is encouraging SSP fertiliser industry. It has increased the subsidy on SSP fertiliser by 50% and MRP of
SSP fertiliser has also been increased by 8%.
NPK mixture Granulated fertilisers
NPK mixture plant is also located at Akola and has the production capacity of 60000 TPA. NPK mixture fertilisers is
a tailor made fertiliser and which has different grades as per soil conditions and type of crops. It contains Vital
nutrients like Nitrogene, Phosphate and Potash. The farmer can get advantage of getting all the three nutrient at the
same time as per the requirement of Crops. Secondly it is slow releasing nature and remains in the field for long time.
It discharges the said nutrients as required by the crop at different stages of its growth. Its water solubility is more than
other NPK Complex Fertilisers. Hence NPK mixture fertilisers are better and cheaper as compared with Complex
fertilisers.
Seeds Division
The Company is also engaged in research and development of various hybrid seeds and manufactures the American
sweet corn, Maize, Sorghum, Wheat, Cotton, Paddy, Groundnut, Sunflower, Bajra and pearl Millet. The R&D laboratory
is located at Kaulkhed, Akola. It has about 350 Acres of Research farm wherein the research is carried out for
development of hybrid and high yielding varieties of seeds.
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The Seed Division develops different varieties of high yielding seeds considering the climatic as well as soil conditions.
The R & D laboratory is recognised by Ministry of Science and Technology, Government of India. The R & D unit has
made significant headway in development of high yielding varieties of Hybrid seeds of all field crops and the seed
division has set up advice cell to guide farmer about the concept of ‘seeds replacement’ as well as what and when to
sow for better profitability. The seed division has developed various varieties of Cotton, Jawar and sweet corn. The
main achievement of the seed division is the development of Sweet Corn which has higher tenderness and extra
sweetness. The sorghum seeds developed by the company have received the excellent response from the farmers.
The Seed division has shown an excellent growth during the year ended 31.3.2006, the net sales of the seed division
has gone up to Rs. 482.73 lacs for the year ended 31.3.2006 from Rs 225.34 lacs during the last year a jump of
114%.The Company has signed the Agreement with International Crop Research Institute for the Semi and Tropic
(ICRISAT) to join as a member of private sector Hybrid parent research consortia. The seeds developed by the company
have good demand from the farmers. The seed replacement ratio in India is hardly 20%. The Company is arranging
farmers meeting as well giving free demonstration of seeds on the field of the farmers. Due to efforts of the Company
in educating the farmers about the seed replacement as well as use of proper fertilisers for higher yield per hector,
there has been increased awareness amongst the farmers. Since the Seed Division develops different varieties of high
yielding seeds considering the climatic as well as soil conditions, the seed Division has good prospects going forward.
Seed Production Process:
The production of genetically pure & good quality seed is an exacting task which is carried under the supervision of
highly technical & qualified personnel of the company. During seed production, special emphasis is given towards
maintenance of genetic purity, development of new superior crop varieties and other quality parameters in order to
gain maximum. To achieve this, breeder/foundation seed is procured from reputed agricultural institutes like ICRISAT
& developed in R & D lab of the company is sown in the 350 acres research farms in Akola and the crops are grown
under the supervision of the scientists who also carry out additional experiments on the crops in the farms. This
permutations & combinations continue till the desired results are achieved. This takes a long time, hence the product
cycle for seeds is long. The seeds produced in these farms are in turn distributed to farmers for commercial seed
production. Our product development cycle for seeds is long due to the various processes and testing that a product
has to pass through before the decision for commercial production is taken. We spend a considerable amount of time
and money in order to effectively market our product. These efforts may not necessarily result in our products being
preferred by such customers. In such cases, we may have incurred substantial expenses on product development,
which we may not be able to recoup.
Seed Processing: Seed lots received from the fields usually contain higher moisture content & other inert material,
weed seeds, damaged, under sized seeds, off types etc. Seeds are dried to safe moisture level using seed dryers &
naturally under sun; removed to the extent possible the various undesired material like weed seeds, other crop and
under sized seeds. Seeds are then tested for their quality parameters like germination etc. & then are treated to upgrade
overall quality of seed which includes color coating and application of fungicide, insecticides etc.
Seed Packaging and Handling: After processing and seed treatments are completed, seeds are then packed into
containers of specified net weight which consist of filling of seed containers to exact weight, attaching labels containing
the information as per minimum seed standards as specified by Govt. of India under Seeds Act. 1966.
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LETTER OF OFFER
DETAILS OF THE BUSINESS OF THE COMPANY
2003-2004 2004-05 2005-2006
Description Installed Produc % of Installed Produc % of Installed Producti % of

Capacity tion installed Capacity tion installed Capacity on installed
(MT) (MT) Capacity (MT) (MT) Capacity (MT) (MT) Capacity
SSP Fertiliser 83,000 61,160 73.69 83,000 60,919 73.40 83,000 78,760 94.89
NPK Fertiliser 60,000 34,128 56.88 60,000 39,194 65.32 60,000 49,655 82.75
Manufacturing Units of the Company

The Company has the following manufacturing units :
Unit I Unit II Unit III
NPK Fertilizer Unit SSP Fertilizer Unit Seed Division
Plot No. 13/2, Kaulkhed, Near Survey No. 62, Kanheri Aranda Road, Survey No. 62, Kanheri Aranda
S.T. Workshop, Akola – 444 Kanheri – Sarap, Road, Kanheri – Sarap,
001 (Maharashtra) Taluka – Barshi Takli, Taluka – Barshi Takli,
Akola – 444 401 (Maharashtra) Akola – 444 401 (Maharashtra)
Present Capacities and utilization thereof for the year 2005-06
Description Installed Capacity Production in 2005-06 % of installed

(M T) (M T) capacity
SSP Fertiliser 83,000 78,760 94.89%
NP K Fertiliser 60,000 49,655 82.75%
Plant & Machinery

Division & Nature of Equipment No. of equipments
SSP
Rock Grinding Mill 2
Mixer 1
Den 1
Crane 1
Bagging & Stitching Machine 1
Weighment Bridge 1
NPK
Mixer 1
Granulator Drum 1
Cooler Drum 1
Dryer Drum 1
Bagging And Stitching Machine 1
Weighment Bridge 1
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Manufacturing Process
(I) SINGLE SUPER PHOSPHATE :
In Single Super Phosphate Plant the Rock Phosphate and Sulphuric Acid are mixed in specific ratio which results
in production of Single Super Phosphate Powder and the same Powder is converted in Granules Form. The process
involved in this Plant is described below:-
a) Grinding Section :
The Chips Rock Phosphate is fed to the Pulveriser Mill in a controlled manner for grinding purpose and the
ground rock is conveyed to G.R.Hopper of the Mixer in closed circuit system.
b) Acidulation Section :
The Ground Rock Phosphate so generated along with Diluted Sulphuric Acid are mixed in Mixer. In the
Mixer Sulphuric Acid reacts with the Rock Phosphate. During this reaction the gases containing fluorine
contents are generated which are sucked by the scrubbers and passed through Venturey Scrubber and Cyclone
Separator, Gas Chamber and Tail-End Alkali Scrubber before discharging the neutral gases to the atmosphere
by chimney - to avoid air-pollution. The Mixture generated which is in semi-solid form is discharged into Den
where further reaction takes place at a slow rate and Green Super Phosphate is discharged to Green Super
Godown.
c) Material Handling Section:
The Green Super Phosphate so discharged from the Den is then kept in the Green Super Godown and is being
reshuffled by using EOT Crane for curing. The cured Super Phosphate is then moved to packing section for
packing.
d) Packing Section :
In this section the cured Super Phosphate after converting in Powder form is filled in HDPE Bags and weighed
over Scale and stitched by Stitching Machine.
e) Granulation Section :
In this Section, Single Super Phosphate in powder form is moved from granulator dryer and cooler drums for
converting the same into Granules Form. The Wet granules are dried by blowing hot air generated by the
furnace.
(II) NPK GRANULATED MIXTURE FERTILIZER :
In NPK Mixture Granulated Fertilizer Plant, the Fertilizer containing N (Urea), P (Di-ammonium Phosphate
and Single Super Phosphate) and K (Muriate of Potash) are mixed in prescribed ratio like 18:18:10, 20:20:0
etc and then are converted in Granules Form. The process involved in this Plant is described below:-
a. The raw material i.e. Urea, Di-ammonium Phosphate, Muriate of Potash and Single Super Phosphate are
conveyed from Godown to the Hopper of the Mixer by using volumetric feeder.
b. Raw Materials are fed in Hopper of the Mixer in specific ratio and are then transferred to the Paddled
Mixer where they are mixed properly by adding water.
c. The semi solid mixture so generated is then moved in Granulation Drum in which hot air generated by
Furnace is blown in for converting the Mixer to Granular Form.
d. NPK Mixed Granules, so generated is then moved through Dryer and Cooler Drum.
e. The said Granules are then screened on vibrating screen and oversized granules are being recycled.
f. The NPK Mixed Granules are then filled in HDPE Bags in Bagging Machine and weighed over Scale and
stitched by Stitching Machine.
g. The stitched HDPE Bags are then kept in product godown by using conveyor system.
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LETTER OF OFFER
Flow Chart for Manufacturing of NPK Granulated Mixture Fertiliser
MIXING OF DAP,
UREA, MOP, SSP, FURNACE
DOLOMITE
HOT AIR
GRANULATOR DRYER COOLER

DRUM DRUM DRUM
SCREENING
PACKING
STORAGE
Flow Chart for Manufacturing of Single Super Phosphate Fertiliser
CHIMNEY
SCRUBBING LIQUID
UNIT
GASES LIQUID
RECYCLE
SUL.ACID 98%
ROCK GRINDING ACIDULATION ACID DILUTION
PHOSPHATE UNIT UNIT UNIT SPENT ACID
GREEN PRODUCT
S.S.P. STORAGE PACKING STORAGE
AND HANDLING
43
Flow Chart for Manufacturing of Granulated Single Super Phosphate Fertiliser
S.S.P (POWDER)
FROM FURNACE
S.S.P DIVISION
HOT AIR
GRANULATOR DRYER COOLER

DRUM DRUM DRUM
SCREENING
PACKING
STORAGE
Marketing
The Company has recently entered into marketing arrangement with Deepak Fertilisers and Petrochemicals Corporation
Ltd for Marketing of its fertilisers. With this marketing arrangement the company expects to improve its turnover as
this marketing arrangement will generate Additional Turnover which will be over and above its normal sales.
Strong Marketing and Distribution Network
Basant Agro has a widespread distributor network for bulk fertilizers and seed, which combined with efficient marketing
ensures that our presence is very significant in the agricultural market, especially in area like Maharashtra, Karnataka,
Andhra Pradesh, Madhya Pradesh, Chattisgarh.
The Company has a wide network of dealers in various districts of Maharashtra as well as the nearby states like
Chattisgarh, Andhra Pradesh as Madhya Pradesh. Moreover the Company has godown arrangements at Wardha,
Amrawati, the major consumption centers for storage of sufficient stock of fertilisers. This facilitates the timely
availability of fertilisers to the farmers during the season.
Marketing Agreement
The Company has entered in to a Marketing Agreement with Deepak Fertilizers and Petrochemicals Corporation
Limited (“DFPCL”) on October 6, 2005. Under the said Agreement DFPCL purchases and markets the Single Super
Phosphate (Powder and Granules) as well as NPK Mixture granulated fertilisers produced by the Company. The
Company delivers the said fertilizers to DFPCL under its brand “Mahadhan Super”. The fertilizers have the design,
get up, colour skin, style on the HDPE bags as approved by DFPCL.
Infrastructure Facilities
• The Registered office
The registered office situated at Plot No. 13/2, Kaulkhed, Near S.T. Workshop, Akola – 444 001 (Maharashtra) is
in the name of the company. The company has acquired the property from Mr. Chimanlalji R. Bhartia for a
consideration of Rs. 6.00 lacs. The total area of the said Plot is 64,884.85 square feet.
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LETTER OF OFFER
• Corporate Office
The Corporate office of the Company is situated at Sea Lords, A-1/3, Cuffe Parade, Mumbai – 400005 is
owned by Mr. Chimanlal R. Bhartia (HUF). The Company pays Rs. 90,000/- annually as rent for the use of
the premises.
Manufacturing Units
Unit I
Unit I is situated at 13/2, Kaulkhed, Near S.T. Workshop, Akola – 444 001 (Maharashtra)
– The Company has acquired Survey No. 17, A.M.C. Ward No. 42/2, Mouze Kaulkhed, Akola under a sale deed
dated June 6, 1995 entered into between the Company and Mrs. Taradevi C. Bhartia. The total area of the said Plot
is 16,145.86 square feet. The Company has paid a consideration of Rs. 6.00 lacs for the purchase of the said land.
– The Company has acquired Survey No. 13, A.M.C. Ward No. 42/2, Mouze Kaulkhed, Akola under a sale deed
dated November 29, 1990 entered into between the Company and Mr. Chimanlalji R. Bhartia. The total area of the
said Plot is 64,884.85 square feet. The Company has paid a consideration of Rs. 6.00 lacs for the purchase of the
said land.
Unit II
The Agro Unit II of the Company is situated at Survey No. 62, Kanheri Aranda Road, Kanheri Sarap, Tq. Barshitakli,
Dist. Akola. The details of the property owned by the Company are given below :
Sr. Location of Date of Name of the party Total Total
No. property Purchase/Agreement Area Consideration
(in (Rs. In
Hectare) Million )
1 Survey No. 34/1+2 February 16, 1996 Ms. Shruti Basantkumar 0.55 0.21
and 33 Bhartia
2 Survey No. 62/4 February 16,1996 M/s Akshay Corporation 1.21 0.45
3 Survey No. 62/3 February 16, 1996 Neetadevi Deepak 0.44 0.17
Bhartia
4 Survey No. 62/1-A, February 16, 1996 M/s Akshay Corporation 3.39 1.26
2, 3-A
5 Survey No. 62/1 February 16, 1996 Mr. Shashikant 0.91 0.34
Chimanlalji Bhartia
Flat No 2, Building No. H, 31/A Mantri Avenues II, Pasan Road, Pune - 411 008. India.
– The Company has leased out the said premises to Mr. Mansur Amin (of Iran) having passport No. H4526096, vide
leave and license agreement dated July 2, 2005 for a period of 12 months. The licensor has agreed to pay Rs.
3750.00 per month with a deposit of six months rent of Rs. 22,500.00.
Godowns :
The Company has got arrangement for godown facilities at following locations:
1. Plot No. 13/2, Kaulkhed, near S.T. Workshop, Akola – 444 001
2. Sv. No 62, 130, 136 to 139, Kanheri Aranda Road, Kanheri Sarap, Tq Barshi Takli, Akola.
3. Godown No 120, Ward No 27,Wardha 442.001
4. At post Varud,Tq.Varud,Amravati.
5. New Mondha, Parbhani.
6. Godown No 2 & 3 Bajaj Ginning factory, Dhamangaon,Yavatmal.
Intellectual Property
The Company has registered its Trade Mark “KRISHI SANJIVANI” under Trade Marks Act, 1999 in respect of
fertilizers and seeds included in Class I dated August 29, 2005.
45
Collaborations, any performance guarantee or assistance in marketing by the Collaborators:
The Company has not entered into any performance guarantee or assistance in marketing by way of Collaboration.
Utilities
Raw Material & Suppliers
1. Rock Phosphate:
The company procures Rock Phosphate from the following suppliers:
1. Rajasthan State Mines and Minerals ltd.
2. MP State Mines and Minerals ltd
3. Imported Rock from Syria, Egypt, Jordan
2. Urea
Supplier: Rashtriya Chemical Fertiliser Limited (RCF)
3. Di-Ammonium Phosphate (DAP)
Suppliers:
1. Indian Potash Ltd
2. Godavari Fertilisers and Chemicals Limited
3. Paradeep Phosphate ltd
4. Gujarat Narmada Vally Fertilisers Company Ltd
5. Gujarat State Fertilisers and Chemicals Ltd.
4. Muriate of Potash (MOP)
Suppliers:
1. Indian Potash Ltd
2. RCF Ltd
3. Gujrat Narmada Vally Fertilisers Company Ltd
Power
Unit I
The Company has entered into an Agreement with the Maharashtra State Electricity Board (MSEB) dated 8th October,
2001 for supply of electrical energy upto the maximum of 145 KVA (Contract demand).
Unit II
The Maharashtra State Electricity Board has sanctioned a limit of 700 KVA electrical supply to the Company dated 9 th
May, 1994 vide Order no.SAC-1093/CR/10631/NRG-3. The Board has sanctioned an additional limit of 33 KVA vide
letter no.1387 dated 1st March, 2005.
Water
Water is obtained from the borewell located at the manufacturing site. Water is available in plenty in and around the
site.
Fuel
In NPK fertiliser plant we use the furnace oil as fuel where as in SSP fertiliser plant we use coal as well as furnace oil
as the fuel. Usage of coal as fuel reduces the overall cost of fuel considerably. The furnace oil is purchased from
Bharat Petroleum Corporation limited whereas the coal is procured from Coal India limited who are having the mines
at Nagpur near Akola.
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LETTER OF OFFER
Environmental Aspects
There are no harmful effluents generated in the production process and the Company has taken adequate precaution in
the designing of the fertiliser plants of the company to avoid any type of pollution. There is no air or water pollution
created in NPK and SSP fertiliser plant. As required we have taken the consent to operate from Maharashtra Pollution
Control Board and same is valid as on the date
Manpower
Present manpower deployed by the Company is as follows :
(No. of Personnel)
Divisions Managerial Executives Super. & Skilled Un-Skilled Total
Clerical
SSP 6 7 6 11 12 42
NPK 4 4 3 8 10 29
Total 71
The company will require any additional manpower of around 20 personnel (1 Managerial, 4 skilled and 15 unskilled)
for the proposed expansion
Products and Its Applications
The Company is manufacturing following main categories of products:
1. NPK Granulated Mixed Fertilizers.
2. SSP Fertilizers ( Powder as well as Granulated)
3. Seed Division wherein Research & development is carried out for development of hybrid seeds. The company
also does marketing of hybrid seeds and BT seeds of fields and vegetable crops.
NPK Granulated Mixed Fertilizers:
Fertilizers not only replace the nutrients used by crops for their growth from the soil but also provide additional
nutrients needed by plants to make the soil more fertile. The three major elements needed by the crop are Nitrogen
(N), Phosphorous (P) and Potash (K). Nitrogen is required during the early stages of plant growth to promote
development of stems and leaves. Phosphorus simulates the early growth and accelerates seeding and fruit formation
in the later stages of plant growth. Potash is essential for the development of starch of potatoes and grains sugars of
fruits and vegetables and fibrous materials of plants. It also sometimes helps to prevent diseases and lessens the effect
of excessive Nitrogen application.
Various types of fertilizers are applied during different stages of plant growth to add the required quantities of N, P
and K. The need for application of balanced fertilizers for higher productivity is well established. Requirement of N,
P and K by different crops differs widely and this is often met by application of straight fertilizers like urea, single
super phosphates, potash, etc. These individual fertilizers are used by farmers at different stages of the growth of the
crop. Moreover the use of the straight fertilisers depend upon the type of the crop as well the soil condition. Application
of straight fertilizers to crops requires an accurate knowledge regarding the nutrients present in straight fertilizers,
nutrients present in the soil, nutrient requirements of different crops and rainfall. Farmers may not possess this knowledge
besides difficulties in procurement of various fertilisers in small quantity and giving the proper and adequate doses to
the crop.
To overcome this problem the NPK Granulated Mixed Fertilizers can be used which has having specific proportion of
N, P and K. The NPK Granulated Mixed Fertilizers have the following major advantages :
(i) They are free flowing and easy to apply
(ii) Every granule has the same ratio of nutrients;
(iii) No losses during transport, handling and storage
(iv) Minimum caking and segregation.
(v) Maximum absorption in the soil.
47
(vi) It has got the property of slow releasing of the nutrient so that the nutrient required by the crop at various stages
of its growth can be available to the crop.
(vii)Its water solubility is more than complex fertilisers
(viii)It is cheaper as compared to the complex fertilisers
The company manufactures various grades of NPK mixture fertilisers like 18:18:10 ,20:20:0 and 20:10:10 etc These
grades of NPK mixture fertilizers has good demand and is suitable for major crops in the state such as cotton, sorghum,
sugarcane, paddy, groundnut, sunflower, etc.
Seed Division
The seed Division is headed by Dr B.G. Bathkal who is ex vice chancellor of Dr Punjabrao Deshmukh Krishi University.
It has succeeded in getting germ plasm for many seeds like sorghum, cotton, sunflower, maize etc. The research and
development on the seeds is carried out under the guidance of eminent scientist Dr V.B.Shekhar. The Hybrid seeds are
developed keeping in mind the climatic conditions as well the quality of the soil. The seeds developed by the company
have wide demand potential
Share of different segments in total sales for the last three years are as under :
2003-04 2004-05 2005-2006
Amount (in % to Amount % to total Amount (in % to total
Lacs) total (in Lacs) sales Lacs) sales
sales
Fertilizer Sales 4139.12 96.15 4459.28 95.19 6327.69 92.91
Seeds Trading Sales 165.74 3.85 225.34 4.81 482.73 7.09
Total 4304.86 100.00 4684.62 100.00 6810.42 100.00
BUSINESS STRATEGY
Operational Flexibility
We have a range of products and the operational flexibility to optimize production by switching between products
depending on market conditions and supply constraints. This is further enhanced by our storage infrastructure and
manufacturing facilities.
Latest Technology
We have always sought the best technology and have been able to adopt the latest technology for optimal utilization
that eventually maximizes the ability to produce quality fertilizers and seeds. All our plants have been designed for
and run at 100% capacity.
Strong Marketing and Distribution Network
We have a widespread and loyal distributor network for bulk fertilizers and seed, which combined with efficient
marketing ensures that our presence is very significant in the agricultural market, especially in area like Maharashtra,
Karnataka, Andhra Pradesh, M.P., and Chattisgarh
Distribution Network:
The company has got wide network of the dealers in various districts of Maharashtra as well as the nearby states like
Chattisgarh, Andhra Pradesh as Madhya Pradesh. Moreover the company has got the Godowns at Wardha and Amrawati,
the major consumption centers for storage of sufficient stock of fertilisers. This facilitates the timely availability of
fertilisers to the farmers during the season.
Geographical Spread
The company is located at Akola the main consumption center of fertilisers thereby the cost of transportation of
fertilisers is lower as compared to other fertiliser companies. This gives the additional benefit to the company and it
can supply the fertilisers in any remote place in the Vidarbha and Marathwada Regions of Maharashtra easily, where
the other fertiliser companies find it difficult to reach there economically. Akola is well connected by Road to all part
of India. Moreover Akola is located at Broad gauge as well as Meter gauge routes of Railways and this gives the edge
over its competitors so that the transportation of raw material as well as fertilisers can be done faster economically.
48
LETTER OF OFFER
Seed Division
The seed Division is headed by Dr B.G. Bathkal who is ex vice chancellor of Dr Punjabrao Deshmukh Krishi University.
It is succeeded in getting germ plasm for many seeds like sorghum , cotton, sunflower, maize etc.The research activities
are being carried out in the R& D laboratory as well as trial fields under the guidance of eminent Scientist Dr V.B.
Shekhar.
Principal Competitors
The following are the competitors of the company :
§ Dharamsi Morarji Chemical Company limited
§ Tata Chemicals Limited
§ Liberty Phosphate Limited
§ Rama Fertilisers Limited
§ Jubilient Organosys Limited
§ Maharashtra Agro Industrial Development Corporation (MAIDC)
§ Maharashtra marketing Federation (MARKFED)
§ Vidarbha Co - operative Marketing Society (VCMS)
Key Industry Regulations:
The manufacturing of fertiliser and development of hybrid seed is the decontrolled industry and as such there is no
specific registration governing the same. The following regulations and policy broadly govern this industry:
A] Factory related Act(s) / Regulation (s)
1 The Factories Act, 1948
2 The Air (Prevention & Control of Pollution) Act, 1981
3 The Water (Prevention & Control of Pollution) Act, 1974
4 The Payment of Bonus Act, 1965
5 Payment of Gratuity Act, 1972
6 The Employees Provident Fund and Misc Provisions Act.
7 Employees State Insurance Act, 1948
8 Workman Compensation Act, 1923
9 Minimum wages Act, 1948
10 Payment of wages Act, 1936
11 Industrial dispute Act,1947
B) Statutory Dues Act(s)/Regulation(s)
1 Central Excise
2 Cess (including Education Cess)
3 Value Added Tax
4 Income Tax
5 Central Sales Tax
6 Companies Act 1956
7 Service Tax
8 Negotiable Instrument Act
49
9 Professional Tax
10 Octroi Duty
11 Income Tax Act 1961
12 Investors Education & Protection Fund
13 Bombay Sales Tax Act
SWOT ANALYSIS
(As made by the company and not appraised by any external agency)
Strengths
1. Basant Agro is the third largest manufacturer of Single Super Phosphate (SSP) Fertilisers (with 15.32% of market
share) as well as NPK Mixture Granulated fertilisers (approx. 20% market share) from Maharashtra. Source:
Fertiliser statistics 2004-05 of Fertiliser Association of India
2. The Company has a registered trade mark “Krishi Sanjivani”.
3. The company has about 500 dedicated main distributors in Maharashtra and through them there are many sub
dealers and retailers who help the company to market & sell its fertilisers in remote places in Vidarbha and
Marathwada regions of Maharashtra.
4. The Company has R & D laboratory wherein the research is carried out for development of hybrid varieties of
seeds like cotton, sorghum, pearl millate, sweet corn, Sunflower under the guidance of scientists having experience
of over 30 years. The Company has signed the Agreement with International Crop Research Institute for the Semi
and Tropic (ICRISAT) to join as a member of private sector Hybrid parent research consortia.
5. The Company has entered in to a Marketing Agreement Deepak Fertilizers and Petrochemicals Corporation Limited
(“DFPCL”) on October 6, 2005 under the said Agreement DFPCL purchases and markets the Single Super Phosphate
(Powder and Granules) as well as NPK Mixture granulated fertilisers produced by Basant Agro. The Company
delivers the said fertilizers to DFPCL under the brand “Mahadhan Super”.
Weaknesses
1. The MRP is fixed by the State Government and hence profitability gets affected due to any change in the cost of
production.
2. The Company has got limitation to execute any sales order with far off distances since the cost of transportation
becomes uneconomical.
Opportunities
1. Government is keen to increase the agricultural output as well as productivity. To achieve that goal as well as to
minimize the import of fertilisers, it is giving full support to the fertiliser industry for increasing the production of
fertilisers. This has created a healthy environment for fertilisers industry to grow.
2. Due to increased irrigation facilities as well as the proposal to connect the rivers in India, there is good potential
to increase the demand for fertilisers.
Threats
1. Agricultural production is dependent on Monsoons and erratic monsoon can affect the demand for agri products.
2. Competition from other players may affect the plans of the company.
GROWTH PROSPECTS
The Company expects to register the record performance during the year 2006-07. The benefits of the expanded
capacities of SSP fertilisers will start to accrue and production is expected to grow by 50%. Whereas the acquired
NPK unit will start operating fully in the next financial year and the NPK division is expected to record the 75%increase
in the production over as compared to this fiscal. The seed division is all set to go for the contract farming and that will
improve the profitability of seed division considerably by 2006-07. The crop cultivation under the contract farming
50
LETTER OF OFFER
under the guidance and supervision of eminent scientists by using the new hybrid seed developed by them will prove
to be successful as the yield per hector will improve and the farmers as well as the company will benefit substantially.
Future Prospects :
§ Major expansion in SSP unit by increasing the capacity to 1.20 lakhs TPA
§ Acquisition of NPK granulated fertilizer unit.
§ Acquisition of SSP unit and Granulation unit is under process.
§ Launching of new Hybrid Seed and BT Seeds.
§ Seed replacement ratio is only 20%, hence there is huge potential.
§ Basant Agro is all set to import excellent varieties of crops like Paddy, Maize, Melon, Water Melon, and Tomatoes.
Trial for these seeds has already been started.
§ Company is in the process of entering into long-term contract with RCF Ltd for purchases of critical raw material.
§ The company has executed marketing agreement with Deepak Fertilisers and Petrochemicals Corporation Ltd for
fertilisers to be produced at its Sangli fertiliser plant.
51
X. HISTORY OF THE COMPANY
BRIEF HISTORY
The Company was originally incorporated on October 16, 1990 in the name and style of M/s Shisherkumar Basantkumar
Fertilizers Private Limited, under the Certificate of Incorporation number 11- 58560 of 1990. Subsequently the name
of the Company was changed to Basant Agro Tech (India) Limited on January 5, 1994. With guidance from Rallis
India Ltd. first NPK plant was set up in private sector in the consumption area of Vidarbha region. After establishing
brand name ‘Krishi Sanjivani’ with the farming community of Maharashtra, Madhya Pradesh and Chattisgarh, another
plant of Phosphetic Fertiliser (SSP) was set up in 1996.
In 1991, the Company set up NPK Mixed granulated fertilisers unit at Kaulkhed, Akola with the production capacity
of 30,000 TPA. Gradually the production capacity was expanded to 60000 TPA. During the year 1996 the Company
commissioned SSP fertilisers plant at Kanheri, Akola with the production capacity of 60000 TPA. Within two years
the production capacity was increased to 83000 TPA. The Company is also engaged in Research and Development as
well as marketing of various Hybrid Seeds. The R& D Laboratory of the Company has been recognised by the Ministry
of Science and Technology. Due to its scientific research the company’s hybrid sorghum, Sweet Corn, Desi Cotton,
Sunflower and Paddy seeds are very popular.
The Company became a public limited company in the year 1994 and successfully floated its maiden public issue of
Rs. 294.00 Lacs. Basant Agro entered into new horizon of hybrid seeds and its research activity in 1995. Now Basant
Agro has multi product portfolio which includes various grades of fertilizers, seeds and agricultural inputs. Because
of the experienced as well as devoted promoters, the company not only could grow in the competitive fertilisers
market but also registered the consistent profitability since its incorporation. The hard work of marketing team coupled
with the competitive prices supported by the best quality of fertilisers has resulted in the planned growth in the
turnover of the company. The cost cutting measures adopted by the company, constant improvement in the quality of
fertilisers, excellent material management and ability to manage the funds flow efficiently are the key factors behind
the success of the company. The company has got germ plasm bank, for its seed division for various seeds and as
result its ability to develop hybrid seeds with high yield with lower water consumption has improved considerably.
The company is working hard for improving the profitability thereby enhancing the shareholders value. The brand
name of the company ‘Krishi Sanjivani’ is very popular amongst the farming community of Maharashtra, Madhya
Pradesh and Chattisgarh,
MAIN OBJECT OF THE COMPANY
The main objects of the company are as follows:
(As set out in the Memorandum and Articles of Association of the Company)
– To manufacture, process, use, mix, buy, sell, import, export and deal in all kinds of NPK Fertilizers, super
phosphates, urea, potash, phosphates, di - ammonium phosphates, muriate of potash, gypsum, ammonium
sulphate, dolomite Rock phosphate, liquid ammonia sulphuric acid, ammonia and natural fertilizers, manures,
neem, cakes.
– To carry out the business of cultivating , producing, and dealing in agricultural products including food grains,
cash crops, oil seeds fruits, wines, vegetables, flowers, tea, coffee, cinchora, cotton, rubber, and the business
of dairy farming, including the making of condensed and powdered milk cream, cheese, butter, and other milk
products and the business of poultry farming live stock breeding and processing of canning of food articles
spices, fruits and vegetables and of cultivating and exploiting forests and utilizing forest products
The object clause of the Company enables the Company to undertake the activities for which funds are being raised in
the present issue.
SUBSIDIARIES OF THE COMPANY:
The Company has no subsidiaries within the meaning of Section 4 of the Act.
SHAREHOLDERS AGREEMENT
There is no separate agreement between any shareholder and Company.
STRATEGIC/ FINANCIAL PARTNERS
The company does not have any strategic/financial partner.
OTHER AGREEMENTS
Except the contracts/agreements entered in the ordinary course of the business carried on or intended to be carried on
by the Company, the Company has not entered into any other Agreement/Contract.
52
LETTER OF OFFER
XI. MANAGEMENT OF THE COMPANY

BOARD OF DIRECTORS
Name, Designation and Address Date of Age, Qualification,
Other Directorships
Appointment Experience
Mr. Chimanlal R. Bhartia 79 Years
Chairman Matriculate
Bhartia Bhawan, Tejnapeth, 60 years of experience
16.10.90
Akola – 444 001 in handling finance and Uniplan Properties Private Ltd.
Liable to retire
Non Executive Director administrative activities
by rotation
as well as taking the
Business policy
decisions
Mr. Chhanulal Jhunjhnuwala 79 Years
Vice – Chairman Matriculate, Owners
05-17, Grange Heights, President Management
26.10.93
15, Grange Road, (O.P.M.) (Harward
Liable to retire Nil
Singapore – 239 696 Business School)
by rotation
Non Executive Director 55 years of experience
in handling international
Business
Mr. Deepak C. Bhartia 16.10.90
45 Years
Managing Director Expiration of
B.Com, D.B.M.
Bhartia Bhawan, Tejnapeth, term on
25 years of experience Uniplan Properties Private Ltd.
Akola – 444 001 31/03/2009
in handling production
Executive Director
and marketing of
fertilisers and seeds.
Dr. Balwant G. Bathkal 73 Years
Director Phd. in Agricultural
22.11.96
3, Vidyanagar, Science.
Liable to retire Nil
Akola – 444 044 45 years of experience
by rotation
Independent Director in the field of Seed
Technology
Mr. Sharad W. Sawant
63 Years Green Corp International Pvt. Ltd.
Director
20.9.91 B.Sc (Chemistry) Sai Warehouse Pvt. Ltd.
404, Great Eastern Retrite,
Liable to retire 40 years of experience Green India Export Pvt. Ltd.
Lakaki Road, Model Colony,
by rotation in the field of marketing Rain Dance Resort Pvt. Ltd.
Shivaji Nagar, Pune - 16
of Agri Products.
Independent Director
Mr. Shashikant C. Bhartia
16.10.90 51 years
Whole Time Director
Expiration of B.E. (Electrical)
Sea Lord, A-1/3, Basant Capital Tech Ltd.
term on 30 years of experience
Cuffe Parade,
31/03/2009 in the field of fertiliser
Mumbai – 400 005
seed.
Executive Director
Dr. Ramesh Tainwala Tainwala Chemicals & Plastics (I)
Director Ltd.
Kalptaru, 71 Nutan Laxmi Donear Industries Ltd.
Society, J.V.P.D. Scheme, 46 Years Concept Reality & Securities Ltd.
Vile Parle – West, 22.12.2005 MBA and Phd. Tainwala Trading & Investment
Mumbai – 400 059 Liable to retire 21 years of experience Co. Ltd.
Independent Director by rotation in handling the Tainwala Holdings Pvt. Ltd.
international marketing. Katyayan Construction &
Developers Pvt. Ltd.
Tainwala Polycontainers Ltd.
Nobel Hygiene Private Ltd.
53
BRIEF DETAILS OF DIRECTORS OF THE COMPANY
Mr. Chimanlal Ramprasad Bhartia, Chairman aged 79 years is the founder chairman of the Company. He has vast
experience of handling the financial matters of the group. He is trustee and member of various Industrial organisation
and charitable trust. He was chairman of Vidarbha Chamber of Commerce and Industry.
Mr. Chhanulal Jhunjhnuwala, Vice – Chairman aged 79 years has completed Matriculation as well as O.P.M. (Harward
Business School) and is the NRI businessman from Singapore having interest in Hotels and trading activities and is
having the 55 years of experience in handling international Business
Mr. Deepak C. Bhartia, Managing Director aged 45 years is a B.Com Graduate. He is one of the founder promoters
of the Company and has got expertise in handling the production and marketing of fertilisers as well as development
of hybrid seeds and is having rich experience in administration and law.
Dr. Balwant G. Bathkal, Director aged 73 years has done Phd. in Agricultural Science. He has vast experience of 45
years in the field of Seed Technology. He is a Retired Vice Chancellor of Dr Punjabrao Deshmukh Krishi University.
He is heading the Research and Development division of the company. He was instrumental in Development of various
hybrid seeds of Cotton and Jawar. He has presented various research papers and addressed Agri seminars.
Mr. Sharad W. Sawant, Director aged 63 years is a B.Sc (Chemistry) Graduate. He has vast experience of 40 years in
the field of marketing of Agri Products. He was Executive Director (Agro Products) of Rallis India Ltd, TATA group
enterprise. He has got wide knowledge and rich experience in marketing of fertilisers, seeds, micro nutrient and
pesticide.
Mr. Shashikant C. Bhartia, Whole Time Director aged 51 years has done B.E. (Electricals) from Nagpur University
in 1976. He has vast experience of 30 years in the field of fertiliser and seed. He has attended various International
conferences and seminars on seeds
Dr. Ramesh Tainwala, Director aged 46 years is an MBA from BITS and Phd. from USA. He is the Head of international
marketing Samsonite South Asia Pvt. Ltd. and expert in International Marketing business.
BORROWING POWERS OF DIRECTORS
The Articles of Association of our Company authorises the board to borrow, the extract of which is as follows:
Article 61 provides that the Board may, from time to time, at its discretion, subject to the provisions of Sections 293
and 370 of the Act, raise or borrow, either from the Directors or from elsewhere and secure the payment of any sum or
money for the purposes of the Company. The present borrowing power of the Boards is upto Rs. 1000.00 Lacs.
CORPORATE GOVERNANCE - REPORT AS ON 30/06/2006
The Company has adopted the Corporate Governance Code as per Clause 49 of the listing agreement entered into with
the Stock Exchange. The Company believes in adopting the best Corporate Governance practices, and improves upon
them year after year:
The Board of Directors of the Company comprises of:
Name of the Director Designation Status
Mr. Chhanulal Jhunjhnuwala Vice - Chairman Non Executive Director
Dr. B.G. Bathkal Director Independent Director
Mr. Deepak C. Bhartia Managing Director Executive Director
Mr. Shashikant C. Bhartia Whole Time Director Executive Director
Dr. Ramesh Tainwala Director Independent Director
There are no complaints received / pending to be redressed as on the date of letter of offer.
Details of the various committees are as follows:
(i) Audit Committee
The Committee has been constituted by the Board of Directors of the Company in their meeting held on 01.04.2002.
54
LETTER OF OFFER
The Audit Committee comprises following members:
Name of the Directors Designation Nature of Directorship
Dr. B.G. Bathkal Chairman Independent Director
Mr. Chimanlal R. Bhartia Director Non Executive Director
Terms of Reference
Committee shall have the authority to investigate into matter in relation to the items specified in section 292A of the
Companies Act, 1956, the listing agreement or referred to it by the Board. It shall have full access to information
contained in the records of the Company and seek external professional advice, if necessary. The broad terms of
reference of the Audit Committee shall include:
1. Reviewing the Company’s financial reporting process and the disclosure of its financial positions to ensure
that the financial statement is correct, sufficient and credible.
2. Recommending the appointment and removal of the external auditor, fixation of audit fees and also approval
of payment for any other services rendered by them.
3. Reviewing with management the Annual Financial statement before submission to the Board.
4. Reviewing with the management, Reports of External auditors and internal audit department the adequacy of
internal audit control system.
The Audit committee of the Board of Directors reviews, acts, and reports to the Board of Directors with respect to
various auditing and accounting matters, including the scope of the internal audit, frequency and review of internal
audit control system.
The Audit Committee also reviews audit observations of company’s internal audit department pertaining to various
departments and recommendation the corrective measure and improvement in existing internal audit system. The audit
Committee reviews the quarterly and yearly financial results with the management before submission to the Board for
its consideration and approval. The Audit Committee shall meet at least four times in year, once at the time of finalisation
of accounts and once before publication of the Unaudited financial results every quarter.
(ii) Shareholders’/Investors’ Grievance Committee
The Company constituted the Shareholders’/Investor Grievance Committee on 01.04.2002 with a view to look into
redressal of complaints like transfer of sharers, non receipt of Dividend, non receipt of annual report, etc. received
from the shareholders /investor and improve the efficiency in investors services.
The following are the members of the Committee:
(iii) Remuneration Committee
The remuneration committee recommends to the Board the remuneration package of the Managing Director and Whole
time Director, Whole time Director and other senior management executives considering the performance of the
employee and the net profit generated by the company. The Committee has been constituted by the Board of Directors
of the Company in their meeting held on 01.04.2002.
Mr. Sharad W. Sawant Chairman Independent Director
Mr. Chimanlal R. Bhartia Director Non Executive Director
Remuneration of Directors:
Name of the Directors Remuneration (Per Annum)
Mr. Shashikant C. Bhartia Rs 6.00 lacs plus perquisites permissible under the Act
Mr. Deepak C. Bhartia Rs 6.00 lacs plus perquisites permissible under the Act
55
Shareholding of Directors
Sr. No. Name No. of equity shares of company held on 30/06/2006
1. Mr. C.R. Bhartia 1,13,600
2. Mr. C.L. Jhunjhnuwala 2,80,000
3. Mr. D.C. Bhartia 2,15,760
4. Mr. S.C. Bhartia 1,80,010
5. Mr. S.W. Sawant 6,000
6 Dr. B.G. Bathkal 1,000
7. Dr. Ramesh Tainwala Nil
INTEREST OF DIRECTORS/PROMOTERS
All the Directors/Promoters may be deemed to be interested to the extent of reimbursement of expenses, if any,
payable to them under the articles. The Directors/Promoters may also be deemed to be interested to the extent of the
shares, if any, held by them or by the relatives or by firms or companies of which any of them is a partner and a
Director/ Member respectively and the shares if any, out of the present Offer that may be subscribed for and allotted
to them or their relatives or any Company in which they are Directors / members of firms in which they are partners.
CHANGE IN BOARD OF DIRECTORS DURING THE LAST 3 YEARS
The changes in the Board of Directors for the past three years are given below:
Sr. Name Date of Date of Reason for Change
No. Appointment Resignation
1. Dr. Ramesh Tainwala 22.12.2005 - Appointed as the Director of the
Company to broad base.
MANAGEMENT ORGANISATION STRUCTURE
56
LETTER OF OFFER
DETAILS OF KEY MANAGERIAL PERSONNEL
The Company is managed by its Board of Directors, assisted by qualified professionals, with vast experience in the
field of production/finance/distribution/marketing and corporate laws.
Name, Designation, Age Qualification Date of Experience Total No. of No. of Compensat
Address (years) Appointment in the years of Shares ion
Company Experience Held received
(years) and Per Month
The nature of (Rs.)
experience
10 years of
experience in
SSP fertilisers
Industry
Mr. Ashwin Bhartia,
having 30000
President
31 B. Com 1.02.1996 10 expertise in 72,805
Bhartia Bhawan, Tajna peth,
the
Akola
production
planning and
handling new
projects
22 years of
Mr. Satyandra Pal Singh experience of
Works Manager BE heading the 20000
45 01.09.2005 1 Nil
Flat No 4,Gore Apartment, (Chemical) vital function
Gorakshan Road, Akola of production
of fertilisers
5 years of
Mr. Narendra Kumar Pathak
experience in
Manager Financial Accounts
handling
& Costing 25 B.Com, C.A. 01.07.2005 1 Nil
Accounts and 18000
Bhartia Bhawan, Tajna peth,
finance
Akola
functions
Mr. Upendra Somani 15 years of
Company Secretary experience in
B.Com, LL.B.
B306, Paulomi Apartments, 42 02.03.1996 10 handling Nil 18000
A.C.S.
Veer Savarkar Road ,Thane secretarial
(West) -400602 matters
Dr. V.B. Shekhar
40 years of
Scientist
experience in
Manjula, Sahakar Nagar Phd. (Agri
64 15.12.2000 5 research and Nil 25000
Harish Ashwin Layout, Science)
development
Akola
of seeds
45 years of
Mr. Mungilal Lohia experience in
Manager handling
Near Devi temple 68 DME 01.03.1991 15 production Nil 6250
Harihar Peth activities of
Akola NPK
fertilisers
All the above mentioned key managerial personnel are permanent employees of the company. The remuneration of each of
key managerial personnel includes salary, bonus, company’s contribution to Provident Fund, Leave Travel Allowance/
Concession, Medical Expenses and value of other facilities inclusive of accommodation as may be applicable in such case.
The company has not offered any profit sharing plan to its Key Managerial Personnel.
57
Changes in Key Managerial Personnel during the last 3 years
Date of Date of
Name Department Designation
Appointment Resignation
Mr Bhargava S.K. Works Works Manager 22.11.1996 14.08.2005
Mr Soni Narayan Accounts Manager (Account) 12.06.1996 30.06.2005
EMPLOYEES
Present manpower deployed by the Company is as follows:
(No. of Personnel)
Divisions Managerial Executives Super. & Skilled Un-Skilled Total

Clerical
SSP 6 7 6 11 12 42
NPK 4 4 3 8 10 29
Total 71
EMPLOYEE STOCK OPTION SCHEMES

Till date, the Company has not introduced any Employees Stock Option Scheme/Employee Stock Purchase Scheme.
PAYMENT OR BENEFIT (NON-SALARY RELATED) TO OFFICERS OF THE COMPANY
Except as stated in this Letter of Offer, no amount or benefit has been paid or given or is intended to be paid or given
during the preceding two years to any of its officers except for the normal remuneration paid to Directors, officers or
employees since the incorporation of the company, none of the beneficiaries of loans, advances and sundry debtors
are related to the Company’s Directors.
INTEREST OF KEY MANAGERIAL PERSONNEL
No amount or benefit has been paid or given within the two preceding years or are intended to be given to any of the
Directors or key managerial personnel except the normal remuneration for services rendered as directors, officers or
employees.
CURRENCY OF PRESENTATION
In this Letter of offer, all references to “Rupees” and “Rs.” are to the legal currency of India.
DIVIDEND POLICY
Particulars Year Year Year Year Year
Year ended ended ended ended ended ended
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002 31.3.2001
Final* Interim Final Final Final Final Final
No of Equity Shares 31.85 31.85 31.85 31.85 31.85 31.85 31.85
(in lacs)
Face value per share 10.00 10.00 10.00 10.00 10.00 10.00 10.00
(Rs)
Rate of Dividend 6% 6% 10% 7% 5.50% 10% 15%
Total Dividend Paid
(Rs. in lacs) 19.11 19.11 31.85 22.29 17.52 31.85 47.77
* Dividend yet to be approved by shareholders
58
LETTER OF OFFER
XII. PROMOTERS
OTHER DETAILS OF PROMOTER
Name, Designation, and Address Functions/ PAN/Bank Account No./Voter’s Photograph
overall experience ID
Mr. Chimanlal R. Bhartia He has 60 years of PAN: AAEPB9217E
Chairman experience in handling Bank A/C No. : 5246
Bhartia Bhawan, Tejnapeth, finance and
Bank: Sangli Bank Fort Branch,
Akola – 444 001 administrative activities
Mumbai
as well as taking the
Business policy Voter’s ID: MT/19/111/489210
decisions. He is trustee
and member of various
Industrial organisation
and charitable trust. He
was chairman of
Vidarbha Chambers of
Commerce and industry.
Mr. Shashikant C. Bhartia B.E. (Electrical) from PAN: ABAPB3972H
Whole Time Director Nagpur University in Bank A/C No. : 2850
Sea Lord, A-1/3, Cuffe Parade, 1976. He has vast
Mumbai – 400 005 experience of 30 years in
Mumbai
the field of fertiliser
seed. He has attended Voter’s ID: MT/04/019/006540
various International
conferences and
seminars on seeds
Mr. Deepak C. Bhartia He is a Commerce PAN: AAEPB9219L
Managing Director Graduate. He has 25 Bank A/C No. : 2661
Bhartia Bhawan, Tejnapeth, years of experience in
Akola – 444 001 handling production and
Mumbai
marketing of fertilisers,
seeds and is also having Voter’s ID: MT/19/111/489204
rich experience in
administration and law.
Mr. Chhanulal Jhunjhnuwala He is NRI businessman PAN: NRI

Vice – Chairman from Singapore having Bank A/C No. : NRE 50154
05-17, Grange Heights, interest in Hotels and
Bank: Indian Overseas Bank,
15, Grange Road, trading financial
Nariman Point Branch
Singapore – 239 696 activities. He has 55
years of experience in Voter’s ID: NRI
handling international
Business
59
OTHER VENTURES OF THE PROMOTERS
1. Avis Mercantile Private Limited
The company was incorporated on October 31, 1990 and is carrying on the business of finance related activities like
L/C and Bill Discounting. The promoter directors of the company are Shri Shyam Agarwal and Shri Atul Jain
Name of the shareholder Number of shares held
Shri C.R. Bhartia 335
Shri D. C. Bhartia 330
Shri S.C Bhartia 335
Total 1000
Financial Performance:
The brief financials are given below :
(in Rs. )
Particulars Year Ended Year Ended Year Ended
31st March 31st March 31st March
2005 2004 2003
Total Income 4000 5000 7300
Profit / (Loss) After Tax (525) (155) 2240
Equity Share Capital * 100000 100000 100000
Reserves & Surplus (566) (41) 114
Share Holders Funds / Net Worth (Rs) 99434 99959 100114
NAV per share of FV Rs.100/- each (Rs.) 99.43 99.96 100.11
EPS of FV Rs. 100/- each (Rs.) 0 0 2.24
* 1000 equity shares of Rs. 100/- each
The company is not a listed Company.
The company is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act,
1985 nor is under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings/Outstanding Litigation has
been initiated for economic offences against the Company.
2. Uniplan Properties Private Limited
The company was incorporated on January 1, 1991 with the main object of carrying on the business of construction.
The company is presently not carrying on any business. The promoters, directors of the company are Shri C.R. Bhartia
and Shri D.C. Bhartia
Shareholding Pattern (As on 31 st December, 2005)
Name of the shareholder Number of shares held
Shri C.R. Bhartia 500
Shri D. C. Bhartia 500
Total 1,000
60
LETTER OF OFFER
Financial Performance:
The brief financials are given below:
(in Rs.)
Particulars Year Ended 31st Year Ended 31st Year Ended 31st
March 2005 March 2004 March 2003
Total Income 0 0 250
Profit / (Loss) After Tax (2100) (2350) (1100)
Equity Share Capital 100000 100000 100000
Reserves & Surplus (22615) (20515) (18165)
Share Holders Funds / Net Worth (Rs) 77385 79485 81835
NAV per share of FV Rs. 10/- each (Rs.) 7.74 7.95 8.18
EPS of FV Rs. 10/- each (Rs.) 0 0 0
* 1000 equity shares of Rs. 100 each
The company is not a listed Company.
The company is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act,
1985 nor is under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings/Outstanding Litigation has
been initiated for economic offences against the Company.
COMPANY/FIRM FROM WHICH THE PROMOTERS HAVE DISASSOCIATED THEMSELVES DURING
PRECEDING THREE YEARS
The promoters have disassociated themselves from Basant Capital Tech Ltd. (BCTL). BCTL was promoted by Mr.
C.R. Bhartia and family and during July 2005, the Bhartia Family got disassociated themselves from the company
since the same was not very profitable, by selling the total shareholding to Didwania group promoted by Anand
Didwania family.
COMMON PURSUITS
The Companies are carrying on separate businesses and there is no conflict of interest situation.
Related Party transaction
For details please refer to page no. 71 of this offer document
61
XIII. FINANCIAL INFORMATION
AUDITOR’S REPORT
The Board of Directors
Basant Agro Tech (India) Limited
Akola
Dear Sirs,
We have examined the financial information of BASANT AGRO TECH (INDIA) LIMITED annexed to this report
which has been prepared in accordance with the requirements of:
i. Paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 (the Act);
ii. The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘the
Guidelines’) issued by the Securities and Exchange Board of India (‘SEBI’) and amendments made thereto from
time to time in pursuance of section 11 of the Securities and Exchange Board of India Act, 1992; and
iii. The instructions received from the Company, requesting to examine the financial information referred to above
and proposed to be included in the offer document of the Company in connection with its proposed rights issue of
equity shares.
Financial information of the Company
1. We have examined the attached Statement of Adjusted Assets and Liabilities of the Company for the financial
year(s) ended on March 31, 2002, 2003, 2004, 2005 and 2006 (Annexure-I) and the accompanying Statement of
Adjusted Profits and Losses of the Company for the financial year(s) ended on March 31, 2002, 2003, 2004, 2005
and 2006 (Annexure-II) (Summary Statements) as prepared by the Company and approved by the Board of Directors.
These statements reflect the assets and liabilities and profits and losses for each of the relevant years as extracted
from the balance sheet and profit and loss account for those years audited by us.
2. Based on our examination of these Summary Statements, we confirm that:
i. Material amounts relating to adjustments for previous years have been identified and adjusted in arriving at
the profits/losses for the years to which they relate irrespective of the year in which the event triggering the
profit or loss occurred;
ii. The qualification in auditors’ report has been adjusted in the relevant years in the Summary Statements.
iii. There are no changes in accounting policies which required adjustments to arrive at the Summary Statements.
Further, there are no extraordinary items which are required to be disclosed separately in Summary Statements.
3. We further report that as per the books and records produced to us, the dividend has been paid by the Company in
respect of each of the financial year(s) ended on March 31, 2002, 2003, 2004, 2005 and 2006 on the equity shares
( Annexure IIa ). The Company had no other class of shares during these years.
4. We have examined the following financial information relating to the Company, proposed to be included in the
Initial Public Offering prospectus, as approved by Board of Directors of the Company and attached to this report:
i. The significant accounting policies followed by the Company and notes pertaining to the Summary Statements,
enclosed as Annexure-III.
ii. Statement of Adjusted Cash Flow, enclosed as Annexure-IV
iii. Summary of Accounting Ratios based on the adjusted profits relating to earnings per share, net asset value
and return on net worth, enclosed as Annexure-V.
iv. Statement of Capitalisation as at 31.3.2006 (Pre Issue) and as adjusted for this issue (Post Issue) subject to
reliance being placed on management representation in respect of post issue figures contained in the Statement
of Capitalisation, enclosed as Annexure-VI.
v. Statement of Tax Shelter, enclosed as Annexure-VII.
vi. The details of transactions with the related parties in accordance with the Accounting Standard 18 - Related
Party Disclosure issued by Institute of Chartered Accountants of India
5. This report is intended solely for your information and for inclusion in the Letter of Offer in connection with the
proposed rights issue of the Company and is not to be used, referred to or distributed for any other purpose
without our prior written consent.
Place: Mumbai FOR P.C. BHANDARI & CO. FOR P.C.BARADIYA & CO.
CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS
Date: July 10 2006 [P.C. BHANDARI-PROP.] [R.P.BARADIYA-PARTNER]
Membership No.39710 Membership No.44101
62
LETTER OF OFFER
ANNEXURE I
STATEMENT OF ADJUSTED ASSETS AND LIABILITIES
(Rs. in Lacs)
Particulars 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002
Application of funds
A. Fixed assets
Gross block 1935.62 1670.29 1627.97 1565.80 1547.90
Less: Depreciation 673.87 588.05 511.29 444.10 361.60
Net block 1261.75 1082.24 1116.68 1121.70 1186.30
Add: Capital work in progress 62.54 51.23 1.55 12.10 0.20
Total 1324.29 1133.47 1118.23 1133.80 1186.50
Less : Revaluation reserve 0.00 0.00 0.00 0.00 0.00
Net Block after adjustment for

revaluation reserve 1324.29 1133.47 1118.23 1133.80 1186.50
B. Investments* 7.92 8.88 28.67 302.30 32.20
C. Deferred tax assets(net) (207.36) (70.00) (55.00) (40.00) (25.00)
D. Current assets, loans and
Advances
Inventories 1,414.13 1,831.90 1,507.24 1,204.01 1,482.10
Sundry debtors 1,420.53 888.88 835.96 760.40 991.81
Cash and bank balances 221.08 170.78 108.76 255.90 57.40
Loans and advances 205.32 169.86 106.56 158.40 103.80
Total 3,261.06 3,061.42 2,558.52 2,378.71 2,635.11
E. Liabilities and provisions
Secured loans 1,038.04 1,112.72 956.51 1,137.20 1,360.30
Unsecured loans 1,121.99 859.17 741.05 1,124.10 907.20
Current liabilities and
provisions 968.90 998.14 875.23 503.80 620.30
Total 3,128.93 2,970.03 2,572.79 2,765.10 2,887.80
Net worth - Total

F. (A+B+C+D-E) 1,256.98 1,163.74 1,077.63 1,009.71 941.01
G. Represented by
Shareholders' fund
Equity share capital 318.51 318.51 318.51 318.51 318.51
Preference share capital 0.00 0.00 0.00 0.00 0.00
Reserves and surplus 938.47 845.23 759.12 693.90 627.90
Total 1,256.98 1,163.74 1,077.63 1,012.41 946.41
Less: Revaluation reserve
Debit balance in profit and
loss account 0.00 0.00 0.00 0.00 0.00
Misc Exps 0.00 0.00 0.00 2.70 5.40
Net worth 1,256.98 1,163.74 1,077.63 1,009.71 941.01
* Market Value of Investments
Particulars 31.03.2006 31.03.2005 31.03.2004 31.03.2003 31.03.2002
Market Value of investments 1.17 1.00 2.10 2.90 3.71
63
ANNEXURE II
STATEMENT OF ADJUSTED PROFITS AND LOSSES
(Rs. in Lacs)
31.03.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Income
Sales:
Products manufactured by the
Company 6,810.43 4,684.62 3,951.64 4,014.60 3,931.50
Less: Excise duty --- --- --- --- ---
Net Sales 6,810.43 4,684.62 3,951.64 4,014.60 3,931.50
Other income 26.30 14.51 9.81 59.10 4.60
Increase/(decrease) in inventories
(93.50) (40.48) 146.89 (226.50) (205.50)
Total 6,743.23 4,658.65 4,108.34 3,847.20 3,730.60
Expenditure
Raw materials consumed 4,864.52 3,348.59 2,885.99 2,535.40 2,560.70
Staff costs 102.36 67.67 58.52 60.80 45.50
Other manufacturing expenses 466.36 392.86 363.95 296.60 311.70
Depreciation 93.68 81.33 69.84 84.80 63.40
Administrative expenses 268.27 397.60 360.34 296.40 288.80
Selling and distribution expenses 538.79 127.09 156.63 298.00 139.50
Interest 107.24 92.81 97.66 160.40 206.90
Total 6,441.22 4,507.95 3,992.93 3,732.40 3,616.50
Profit/(loss) before tax 302.01 150.70 115.41 114.80 114.10

Provision for taxation:
Current tax 22.00 13.00 10.00 14.00 5.00
Deferred tax (charge) / benefit 5.11 15.00 15.00 15.00 10.00
Fringe Benefit Tax 5.80 0.00 0.00 0.00 0.00
Net profit after tax 269.10 122.70 90.41 85.80 99.10
Provision for taxation previous (0.04) (0.27) (0.02) 0.00 (0.40)
year
Brought forward from previous 359.69 308.57 278.28 247.30 215.50
years
Transferred from investment
allowance reserve utilisation
account 0.00 0.00 0.00 0.00 0.00
Transferred to debenture
redemption reserve fund 0.00 0.00 0.00 0.00 0.00
Transfer from general reserve 0.00 0.00 0.00 0.00 0.00
Balance carried to Statement of

Adjusted Assets and Liabilities 628.75 431.00 368.67 333.10 314.20
64
LETTER OF OFFER
ANNEXURE IIa
STATEMENT OF DIVIDEND PAID
Particulars
Year ended Year ended Year ended Year ended
Year ended 31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Final* Interim Final Final Final Final
No of Equity Shares 31.85 31.85 31.85 31.85 31.85 31.85
(in lacs)
Face value per share 10.00 10.00 10.00 10.00 10.00 10.00
(Rs)
Rate of Dividend 6% 6% 10% 7% 5.50% 10%
Total Dividend Paid
(Rs. in lacs) 19.11 19.11 31.85 22.29 17.52 31.85
* Dividend yet to be approved by shareholders ANNEXURE-III
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF ADJUSTED ASSETS AND
LIABILITIES AND STATEMENT OF ADJUSTED PROFITS AND LOSSES
1. SIGNIFICANT ACCOUNTING POLICIES
i. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
i. The financial statements have been prepared under the historical cost convention in accordance with the
applicable accounting principles and provisions of Companies Act 1956, subject to what is stated herein
below, as adopted consistently by the Company.
ii. The Company generally follows Mercantile System of accounting and recognises significant items of
Income and Expenditure on accrual basis.
ii. FIXED ASSETS
Fixed Assets are stated at cost of acquisition or construction less depreciation. In accordance with the provisions
of AS-28, if the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the
carrying amount is reduced to the recoverable amount.
iii. DEPRECIATION
Depreciation on Fixed Assets is provided on straight line method at the rates and in the manner prescribed in
Schedule XIV to the Companies Act,1956.
iv. INVESTMENTS
Investments are classified into current Investments and long term Investments. Long term Investments are
valued at cost or below cost whenever there is a diminution in the value thereof (scrip wise) of a permanent
nature.
v. INVENTORIES
1. The stock of Finished Goods, Raw Materials, Stores & Spares, Packing Materials and other consumables
are valued at cost or net realisable value whichever is lower.
2. Stock in process is valued at estimated cost.
vi. RETIREMENT BENEFITS
i. Provident Fund dues are accounted for on accrual basis.
ii. In respect of Gratuity Liability, the Company has taken a group policy, premium whereof is paid annually.
65
vii. REVENUE RECOGNITION
i) Sales
a. Sales are inclusive of freight & forwarding charges wherever recoverable from customers.
b. Subsidy on sale of Single Super Phosphate fertilizers credited to subsidy account under the group head
sales in the Profit & Loss Account at the time of sale.
ii) Revenue in respect of insurance/other claims, interest etc. is recognised only when it is reasonably certain
that the ultimate collection will be made.
viii. RESEARCH & DEVELOPMENT EXPENDITURE
i. Capital Expenditure in respect of Research & Development activity is amortised over the period of three years.
ii. Revenue expenditure on Research and Development shown separately in Profit & Loss Account
ix. TAXATION
Provision for current Income Tax is made in accordance with the Income Tax Act 1961. Deferred tax being the
tax effect of timing difference, representing the difference between taxable income and accounting income
that originate in one period and are capable of reversal in one or more subsequent periods.
iii. CONTINGENT LIABILITIES
Contingent liabilities are disclosed by way of notes after a careful evaluation of the facts and legal aspects of
the matter involved.
NOTES
1. Contingent liabilities not provided for in the reported five years:
(Rs. in Lacs)
2005-06 2004-05 2003-04 2002-03 2001-02
Guarantees given by the Company 0.00 0.00 0.00 1.60 18.60
Outstanding letter of Credit 0.00 0.00 0.00 172.80 45.22

Sales tax demands disputed in Appeal 0.00 0.00 18.23 18.23 18.23
Total 0.00 0.00 18.23 192.63 82.05
2. Capital Commitments:
(Rs. in Lacs)
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Capital commitments (net of 0.00 0.00 0.00 0.00 0.00
advances)
3. Future Obligations:
(Rs. in Lacs)
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Future obligation by way of lease rent 0.00 0.00 0.00 0.00 0.00
payable
66
LETTER OF OFFER
4. Year wise analysis of unsecured loans:

(Rs. in Lacs)
Particulars 31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Unsecured loans from Promoter’s group 0.00 0.00 0.00 0.00 0.00
companies :
Unsecured loans from promoters, key 1,121.99 859.17 741.05 1124.10 907.25
Managerial personnel and their relatives
Total 1,121.99 859.17 741.05 1124.10 907.25
5. Analysis of unsecured loans taken by the Company as at 31.3.2006:

Particulars Amount Rate of Repayment
(Rs. in Lacs) interest p.a. Schedule
Unsecured loans from :

Directors/Promoters 474.10 9% Depends upon the funds position of
the company
Relatives of Promoters 347.89 9% -do-
821.99
HDFC Bank 300.00 8% Repayable on 18/09/2006
Fixed deposits from public: 0.00 0
Total 1121.99
6. Year wise analysis of secured loans:

(Rs. in Lacs)
A. Debentures:
Name of the Institution As at As at As at As at As at
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002

N.A. 0 0 0 0 0
0 0 0 0 0
Total
B. Term loans:
Name of the Nature of loan As at As at As at As at As at

Institution /bank
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
IDBI Term Loan* 0 0 0 100.00 500.00
Total 0 0 0 100.00 500.00
67
C. Working Capital Facilities:
Name of the bank Nature of loan As at As at As at As at As at
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
State Bank of India CC/OD 1,015.98 1097.14 956.51 1026.10 854.60
Total 1,015.98 1097.14 956.51 1026.10 854.60

*CC/SLC/FCNR (B) Cash Credit includes standby line of credit (SLC) demand loan.
Rate of Interest 12.25% p.a. on cash credit and SLC. Effective rate of Interest on
FCNR (B) Demand loan is 5.50% p.a.
Repayment schedule N.A.
Nature of Security Hypothecation of stocks and book debts as well as mortgage of fixed
assets of the company.
D. Others :
Name of the Institution Nature of loan As at As at As at As at As at
/bank
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Finance Car Loan & 22.06 15.58 0 11.10 5.72
Companies/Bank other loans
Total 22.06 15.58 0 11.10 5.72

Rate of Interest 11% average p.a. for car loan ,1% excess over rate of FDR for loan against FDR.
Repayment schedule Equated monthly installments for car loan/current account for loan against FDR.
Nature of security Hypothecation of the respective car/FDR.
Debt – Equity Ratio

(Rs. in Lacs)
Particulars As at As at As at As at As at
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Debt 2160.03 1971.89 1697.56 2261.30 2267.50
Equity/Networth 1256.98 1163.74 1077.63 1009.71 941.01
Debt – Equity Ratio 1.72:1 1.69:1 1.57:1 2.24:1 2.41:1
7. Analysis of Sundry debtors
(Rs. in Lacs)
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Debtors outstanding over 6
months 28.06 22.20 16.32 14.60 16.40
Others 1392.47 866.68 819.64 745.80 975.40
Total Debtors 1,420.53 888.88 835.96 760.40 991.80
Considered doubtful 0 0 0 0 0
Total Sundry Debtors 1,420.53 888.88 835.96 760.40 991.80
68
LETTER OF OFFER
8. Analysis of Loans and advances and other current assets
(Rs. in Lacs)
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Loans to staff 2.22 2.87 2.94 2.70 4.30
Advances recoverable in cash or 28.18 11.77 8.97 29.50 28.60
kind
Sundry Deposits 57.18 59.38 53.42 56.60 50.00
Advance Tax 26.15 21.41 11.53 23.40 12.90
Octroi refund receivable 28.41 28.41 17.18 9.20 5.40
Rock Claim receivable 0 0.28 0.28 0.28 0.21
Sales tax refund receivable 0 0.06 0.06 30.50 0.00
Other current assets 63.18 45.68 12.18 6.22 0.05
205.32 169.86 106.56 158.40 101.46
9. Segment reporting
(Since the Accounting Standard 17 (AS-17) – “Segment Reporting” issued by The Institute of Chartered Accountants
of India is applicable to accounting periods ended on or after April 1, 2001, the requirements of this accounting
standard have been implemented from accounting year ended on March 31, 2002.)
A. Business segments: Fertilisers
Seeds
B. Geographical segments: N.A.
C. Segment accounting policies :
In addition to the significant accounting polices applicable to the business segments as set out in note above, the
accounting policies in relation to segment accounting are as under:
a) Segment revenue and expenses:
The portion of the enterprise revenue that is directly attributable to the segment has been allocated to a particular
segment. Similarly the expenses resulting from the operating activities of a segment that is directly attributable to
the segment has been allocated to that particular segment.
Where the Revenue or Expense which can not be attributable to a particular segment, then the relevant portion of
the revenue or expense will be allocated to a particular segment on a reasonable basis
b) Segment assets and liabilities:
The operating assets or operating liabilities that are employed by a segment or resulted from its operating activities
and that either are directly attributable to a segment or can be allocated to the segment on a reasonable basis.
69
Segment Reporting :-
(Rs. in Lacs)
PARTICULARS 2005-2006 2004-2005 2003-2004 2003-2002

FERT SEEDS TOTAL FERT SEEDS TOTAL FERT SEEDS TOTAL FERT SEEDS TOTAL
Segment revenue
External sales: 6,611.14 482.73 7,093.87 4,855.95 225.34 5,081.29 4,139.12 165.74 4,304.86 3,789.40 225.20 4,014.60
Inter segment sales (283.45) 0.00 (283.45) (396.67) 0.00 (396.67) 0.00 0.00 0.00 0.00 0.00 0.00
Other income 25.12 1.18 26.30 12.10 2.41 14.51 9.81 0.00 9.81 59.10 0.00 59.10
Total revenue 6,352.81 483.91 6,836.72 4,471.38 227.75 4,699.13 4,148.93 165.74 4,314.67 3,848.50 225.20 4,073.70
Segment results
Unallocated expenses (net of income) 93.02 0.66 93.68 80.50 0.83 81.33 69.12 0.72 69.84 84.26 0.54 84.80
Operating profit 367.93 41.32 409.25 237.47 6.04 243.51 213.88 -0.81 213.07 274.58 0.62 275.20
Interest expenses 103.18 4.06 107.24 92.60 0.21 92.81 97.61 0.05 97.66 160.28 0.12 160.40
Income taxes
- Current year 25.80 2.00 27.80 12.00 1.00 13.00 10.00 0.00 10.00 14.00 0.00 14.00
70
- Deferred 5.11 0.00 5.11 15.00 0.00 15.00 15.00 0.00 15.00 15.00 0.00 15.00
Net Profit/(loss) 233.84 35.26 269.10 117.87 4.83 122.70 91.27 -0.86 90.41 85.30 0.50 85.80
Other information
Segment assets 4,756.51 476.56 5,233.07 4,429.23 281.07 4,710.30 3,924.46 252.05 4,176.51 3,697.69 235.51 3,933.20
Unallocated assets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Investment 7.92 0.00 7.92 8.88 0.00 8.88 28.67 0.00 28.67 302.35 0.00 302.35
Total assets 4,764.43 476.56 5,240.99 4,438.11 281.07 4,719.18 3,953.13 252.05 4,205.18 4,000.04 235.51 4,235.55
Segment liabilities 859.12 81.98 941.10 699.95 275.19 975.14 602.61 262.62 865.23 252.03 232.77 484.80
Shares capital and reserves 1,256.98 0.00 1,256.98 1,163.74 0.00 1,163.74 1,077.63 0.00 1,077.63 1,012.40 0.00 1,012.40
Secured and unsecured loans 1,712.30 447.73 2,160.03 1,971.89 0.00 1,971.89 1,697.56 0.00 1,697.56 2,261.32 0.00 2,261.32
Unallocated liabilities
Total liabilities 3,828.40 529.71 4,358.11 3,835.58 275.19 4,110.77 3,377.80 262.62 3,640.42 3,525.75 232.77 3,758.52
Capital expenditure
Depreciation 669.07 4.80 673.87 583.16 4.89 588.05 507.23 4.06 511.29 440.76 3.34 444.10
* Fertiliser division includes agricultural business
70
LETTER OF OFFER
10. Related Party disclosure under Accounting Standard 18
(Since the Accounting Standard 18 (AS-18) – “Related Party Disclosure” issued by The Institute of Chartered
Accountants of India is applicable to accounting periods ended on or after April 1, 2001, the requirements of this
accounting standard have been implemented from accounting year ended on March 31, 2002.)
A. Key Managerial personnel, their relatives and enterprises over which they exercise significant influence :
Key Management Personnel:
Shri Deepak C. Bhartia Shri Shashikant C. Bhartia
Relatives of Key Management Personnel:
Shri C.R. Bhartia, Shri N.C. Bhartia, Shri B.C. Bhartia, Shri A.N. Bhartia, Smt S.S. Bhartia, Smt T.C. Bhartia,
Smt V.N. Bhartia, Smt R.B. Bhartia, Smt N.D. Bhartia.
Enterprise over which key Management exercises significant influence:
M/s Ashwin & Co. (Shri A.N.Bhartia)
M/s Basant Seeds (Shri D.C.Bhartia)
B. Transactions with the above parties :
(Rs. in lacs)
Description Year Nature of transaction Amount
Basant Seeds 2005-06 Processing charges paid 5.85
2002-03 N.A. N.A.
Ashwin & Co. 2005-06 Trading of fertilizers 437.86
(Sales & Purchases)
2004-05 N.A. N.A.
2003-04 N.A. N.A.
2002-03 N.A. N.A.
71
Details of Related Party Loans for the year ended March 31, 2006 :
(Rs. in lacs)
Name of the promoter / Amount
relatives of the
promoters
Shri C.R. Bhartia 151.00
Shri D.C. Bhartia 159.80
Shri. S.C. Bhartia 163.30
Shri. N.C. Bhartia 43.78
Smt. S.S. Bhartia 12.09
Smt. T.C. Bhartia 10.81
Smt. V.N. Bhartia 29.18
Smt. N.D. Bhartia 11.89
Shri. A.N. Bhartia 51.80
Shri. C.R. Bhartia (HUF) 53.62
Shri. D.C. Bhartia (HUF) 44.84
Shri. S.C. Bhartia (HUF) 29.84
Shri. A.N. Bhartia (HUF) 34.10
Shri. N.C. Bhartia (HUF) 23.78
Shri. A.D. Bhartia 2.16
(Rs. in lacs)
( )
Description Year Key Management Relatives of Key Company over which
Personnel Management Key Management
Personnel Personnel exercise
significant influence
Interest paid on Loans 2005-06 6.30 15.56 Nil
Taken (Including fixed
deposits)
2004-05 5.59 13.58 Nil
2003-04 8.52 19.05 Nil
2002-03 2.8 25.08 Nil
11. Deferred tax
(Since the Accounting Standard 22 (AS 22) – “ Accounting for Taxes on Income” issued by The Institute of
Chartered Accountants of India is applicable to accounting periods ended on or after April 1, 2001, the requirement
of this accounting standard have been implemented from accounting year ended March 31, 2002.)
On the basis of the future projections taken on record by the Board of Directors of the Company and after taking
into account the turnaround in domestic fertilisers market as well as the steps taken by the Company to augment
its revenues, the Board of Directors are confident that there is a virtual certainty that sufficient future taxable
income will be available against which deferred tax assets will be realised.
72
LETTER OF OFFER
Accordingly, deferred tax have been computed for the reported years as under :
As at As at As at As at
Description 31.3.2006 31.3.2005 31.3.2004 31.3.2003
Deferred tax assets N.A. N.A. N.A. N.A.
Total N.A. N.A. N.A. N.A.
Deferred tax liabilities
Depreciation 207.36 70 55 40
Others 0 0 0 0
Total 207.36 70 55 40
Deferred tax Liabilities 207.36 70 55 40
12. Disputed Dues :

(a) As at 31.03.2006, the particulars of disputed dues on account of sales tax (trade tax) and excise duty matters
that have not been deposited by the Company.
Name of the statute Nature of Amount Forum Period to

the dues where which the
dispute is amount
pending relates
1. N.A. N.A. N.A. N.A. N.A.
(b) In the following instances the concerned statutory authority is in appeal against favourable orders received by
the Company.
(Rs. in Lacs)
Name of the statute Nature of Amount Forum Period to
the dues where which the
dispute is amount
pending relates
1. N.A. N.A. N.A. N.A. N.A.
Further, there are no dues in respect of income tax, customs duty, wealth tax, service tax and cess w
not been deposited on account of any disputes.
Further, there are no dues in respect of income tax, customs duty, wealth tax, service tax and cess which have
not been deposited on account of any disputes.
73
ANNEXURE IV
STATEMENT OF ADJUSTED CASH FLOW
(Rs. in Lacs)
Year ended Year ended Year ended Year ended Year ended
Particulars 31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net profit before tax 302.01 150.70 115.41 114.75 114.08
Adjustments for:
Depreciation 93.68 81.33 69.84 84.84 63.40
Foreign exchange fluctuation
Interest expense (Net) 107.24 92.81 97.66 160.48 206.89
Dividend received -0.03 -0.03 -0.01 -0.08 -0.14
Lease rentals 0.00 0.00 0.00 0.00 0.00
Preliminary expenses written off 0.00 2.69 2.69 2.68
(Profit)/loss on sale of fixed assets Net) 0.60 1.50 0.76 1.02 0.10
(Profit)/loss on sale of Investments 0.48 17.05 -0.49 0.82 0.00
Operating profit before working capital changes 503.98 343.36 285.86 364.52 387.01
Adjustments for changes in :
Trade and other receivables -531.65 -52.92 -75.52 231.38 -209.69
Inventories 417.77 -324.66 -303.25 278.11 122.32
Trade payables -19.59 98.68 375.09 -118.34 -124.27
Other Current Assets -38.64 -80.69 186.80 -44.05 -2.60
Cash generated from operations 331.87 -16.23 468.98 711.62 172.77
Direct taxes paid -27.77 -10.15 -7.12 -10.48 -13.57
Cash flow before exceptional items
Net cash from operating activities 304.10 -26.38 461.86 701.14 159.20
B. CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of fixed assets -286.87 -101.65 -56.84 -34.26 -76.25
Sales of fixed assets 1.79 3.58 1.86 1.15 0.11
Investments purchased 0.00 -272.08 -6.57
Investments realized 0.47 2.74 273.96 1.13
Dividend received 0.03 0.03 0.01 0.08 0.14
Net cash used in investing activities -284.58 -95.30 218.99 -303.98 -82.57
C. CASH FLOW FROM FINANCING ACTIVITIES :
Application money, allotment money and calls in arrears 0.00 0.00 0.00 0.00 0.00
(including share premium) received
Proceeds from long term borrowings 188.14 274.32 -563.76 -6.23 190.95
Interest paid -107.24 -92.81 -97.66 -160.48 -206.89
Dividend paid -50.96 -22.30 -17.52 -31.85 -47.78
Corporate Dividend Tax paid -7.15 -2.78 -2.24 0.00 -4.87
Contribution toward charity reserve received (net) 0.00 0.00 0.00 0.00 0.00
Net cash used in financing activities 22.79 156.43 -681.18 -198.56 -68.59
Net increase/(decrease) in cash and cash equivalents 42.31 34.75 -0.33 198.60 8.04
Cash and cash equivalents (opening balance) Cash and 37.45 2.70 3.03 57.35 49.31
bank balances (Refer Note below)
Cash and cash equivalents (closing balance) Cash and bank balances 79.76 37.45 2.70 255.95 57.35
Total 0.00 0.00 0.00 0.00 0.00
Notes :
From the financial year 2003 - 2004 the cash and cash equivalents exclude Margin Money kept with the Bank
Hence, the Closing Cash Balance for the year 2002 - 2003 does not match with the Opening Cash and Cash equivalent balance for the
year 2003 - 2004.
74
LETTER OF OFFER
ANNEXURE V
SUMMARY OF ACCOUNTING RATIOS
Particulars Unit Year ended Year ended Year ended Year ended Year ended
31.3.2006 31.3.2005 31.3.2004 31.3.2003 31.3.2002
Nominal value of shares Rupees 10 10 10 10 10
Number of Equity 3185100 3185100 3185100 3185100 3185100
Shares
Profit after Tax Rs. in Lacs 269.10 122.70 90.41 85.80 99.10
Net Worth Rs. in Lacs 1256.98 1163.74 1077.63 1009.70 941.00
Earning per share Rupees 8.45 3.85 2.84 2.69 3.11

Net asset value per Rupees 39.46 36.54 33.83 31.70 29.54
share
Return on net worth Percentage 21.41% 10.54% 8.39% 8.50% 10.53%
Notes:
Definition of ratios
Earning per share = {Adjusted Profit / (loss) after tax as per Statement of Adjusted Profits and
Losses} / {Weighted average number of shares}
Net asset value = {Net worth as per Statement of Adjusted Assets and Liabilities as reduced
by Preference share capital and cumulative preference dividend* including
corporate dividend tax thereon} / {Weighted average number of shares}
Return on net worth = {Adjusted Profit / (loss) after tax as per Statement of Adjusted Profits and
Losses} / {Net worth as per Statement of Adjusted Assets and Liabilities}
75
ANNEXURE VI
STATEMENT OF CAPITALISATION
(Rs. in Lacs)
Particulars Pre-issue as at As adjusted
31.03.2006 for Right Issue
A. Total debts 2160.03 1687.01
B. Less : Short term debts
- Secured loans
From banks on cash credit accounts 1012.04 1040.00
Overdraft against Fixed Deposit 3.94 3.94
Car Loan & Other loans 22.06 22.06
- Unsecured loans 1121.99 621.01
Total short term debts (refer note 3) 2160.03 1687.01
C. Long term debts (A-B) (NCD) 0.00 0.00
D. Shareholders’ funds
Equity share capital (refer note 1) 318.51 796.27
Preference share capital 0 0
Reserves and surplus net of revaluation reserve (refer note 2) 938.47 1611.12
Total shareholders’ funds 1256.98 2407.39
E. Long term debts / equity (C/D) N.A N.A.
Note 1
Equity share capital (pre issue) 318.51
Add: Issue proceeds 4777650 Equity shares issued at face value of Rs. 10 each) — Rights issue 477.76
Equity share capital (post rights issue) 796.27
Note 2
Reserves and surplus net of revaluation reserve (pre issue) 938.47
Add: Issue proceeds (Premium from right issue) 716.65
Reserves and surplus net of revaluation reserve (post issue) 1655.12
Less: Issue expenses (management estimate) 44.00
Reserves and surplus net of revaluation reserve (post issue) 1611.12
Note 3
Short term debts (pre issue) 2160.03
Less: Amount received from promoters to be adjusted against the equity shares to be -500.98
allotted in the right issue of the company
Add: Utilisation of balance Fund Based Working Capital limit 27.96
Short term debts (post issue) 1687.01
Note 4
The issue proceeds, issue expenses and utilisation of the proceeds of the issue are as given by the management and
are not verifiable by the auditors’.
76
LETTER OF OFFER
ANNEXURE – VII
STATEMENT OF TAX SHELTER
(Rs in Lacs)
March 31, March 31, March 31, March 31, March 31,
2006 2005 2004 2003 2002
33.66% 36.59% 35.88% 36.75% 35.70%

Tax rate (including surcharge
and education cess)
Net profit / (loss) before tax as 302.01 150.69 115.41 114.75 114.08
per Statement of Adjusted
Profits and Losses
Tax at notional rate 101.66 55.14 41.41 42.17 40.73

A. Permanent differences
Amounts not deductible
Difference in book and tax (16.90) -8.52 -23.77 3.10 -60.6
depreciation
B. Other adjustments (221.67) -113.16 -68.36 -89.83 -33.38
TOTAL (A+B) -238.57 -121.68 -92.13 -86.73 -93.98

Tax saving thereon 80.30 44.52 33.06 31.87 33.55
Difference of tax on Capital Gain 0.00 0 0.12 0 0
Tax expenses 21.35 10.61 8.35 10.30 7.18
Current tax under Minimum 21.65 10.64 8.85 9.04 8.73
Alternate Tax
DETAILS OF OTHER INCOME (Rs in Lacs)

Particulars 31/03/2006 31/03/2005 31/03/2004 31/03/2003 31/03/2002
Dividend Received 0.03 0.03 0.01 0.08 0.14
Rate difference 0.40
Sale of low grade seeds 2.01 1.39 4.15 0.41
Sale of low grass 0.23
Rent received 0.59 0.80 0.45 0.30 0.84
Profit on sale of assets 0.27 0.43
Insurance claim received 0.12 0.15 4.69 1.17 1.54
Excess Provision w/back 9.03
Bad debts recovered 1.04 0.59 13.47
JCB rent received 0.71 0.66 0.07 0.32
Misc. balance w/off 0.07 0.01 0.23
Other income 0.42 0.30
Profit on sale of shares 0.48
Court settlement 0.29 4.07
Bank charges recovered 0.03 0.14
Interest on delayed payment 0 0.01
Revalidation charges 1.18 0.36 0.11 0.38
Sales tax refund 24.38 35.31
Interest on income tax refund 0.24
Discount 0.20
26.30 14.51 9.82 59.10 4.60
CHANGES IN ACCOUNTING PERIOD
There has been no change in accounting period since past three years.
77
MANAGEMENT DISCUSSION AND ANALYSIS
Operational Review
During the period ended 31.03.2006 the company has achieved the record performance. The Gross Turnover of the
company has jumped to Rs. 6810.42 lacs from 4683.62 lacs an increase of 45.41% and the profit before tax was Rs.
302.01 lacs which was 100.40% higher as compared to the last year.
Overview
During the period under review there has been good news for SSP fertiliser Industry. The Central Government has
increased the subsidy on SSP fertiliser by 50% whereas the state Government has increased the MRP of fertilisers by
8 % during this financial year. This has created the good growth opportunity for the SSP industry. The Profit before
tax of seed division during 2005-06 has gone up to Rs 37.26 lacs against Rs 4.83 lacs during 2004-05. Considering the
performance, the Board of Directors decided to share the success with the shareholders and declared the Dividend of
12% to the shareholders (including 6% interim Dividend).
Current and Future Outlook
Due to increase in the MRP of SSP fertilisers the company would be able to improve the financials and is in a position
to despatch the fertilisers at places where it was uneconomical earlier. This has resulted into enlarging the area of
operations of the company. The expansion of SSP fertiliser plant will be complete during the year 2006-07 and it will
have positive impact on turnover and profitability of the company. The marketing arrangement for fertilisers (NPK
fertilisers as well as SSP fertilisers) with Deepak fertilisers & Petrochemicals Corporation Ltd will contribute
substantially to the growth in the turnover of the company during the year 2006-07.
The company will be able to achieve the optimum utilisation of production capacities of all the fertiliser’s plants. This
will result in minimising the cost of production per unit. It is expected that considering the growth in the turnover of
the company the profitability of the company will improve during the year 2006-07.
During the year 2005-06 the company has acquired the NPK mixture fertiliser plant of Vasantdada Patil Khat Karkhana
at Sangli. The refurbishment of the said plant is in progress. The said plant will be operating with its full capacity from
September 2006 during this year and as a result of which the profitability of the company will improve further. Due to
its strategic location the company will be able to market the fertilisers in highly potential fertiliser market of western
Maharashtra which includes the most fertile and irrigated area of Krishna basin and also complete sugar belt.
There is a good Demand for the seeds developed by the company and as a result the turnover of the seeds division has
gone up.
SIGNIFICANT DEVELOPMENTS SINCE THE DATE OF LAST FINANCIAL STATEMENT :
1. With intention to expand the area of operation the company has taken the strategic decision and has taken over the
NPK mixture fertiliser plant of Vasantdada Patil Khat Karkhana at Sangli. Now company will get additional
production capacity of 30000 TPA for the production of NPK fertilisers. Moreover the SSP produced by the
Company at Akola and can be transported and stored at the godowns to be constructed at Sangli. This will help the
company to supply the fertilisers in time during the season. Due to the locational advantage the company will be
able to market the fertilisers in highly potential fertiliser market of western Maharashtra which is highly fertile
and irrigated.
2. The Company has entered into agreement with Deepak Fertilisers and Petrochemicals Corporation Ltd for marketing
of its Single Super Phosphate Fertilisers as well as NPK Mixture Granulated Fertilisers in the state of Maharashtra
for the period of three years. As this marketing arrangement is over and above its existing marketing set up, the
company expects to improve its Turnover and Profitability in the coming years with this tie up. Moreover this will
result in Optimum Utilisation of the plant capacities and benefits of the Economies of scale. For more details on
the marketing arrangement please refer to page no. 44 of this Letter of offer.
3. The Central Government has increased the subsidy on SSP fertiliser by 50% whereas the state Government has
increased the MRP of fertilisers by 8 % during this financial year.
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LETTER OF OFFER
FACTORS THAT MAY AFFECT RESULTS OF THE OPERATIONS:
Following factors may affect future Results of operations:
1. The Company’s products are fertilisers and seeds and thus consumption of the same depends upon the adequacy
or otherwise of rainfall in the Company’s area of operations.
2. SSP fertiliser is eligible for subsidy from Government. Any change in Government Policy w.r.t the subsidy may
have implication on the profitability.
3. MRP of the SSP fertilisers has been fixed by the state Government. Any revision in the MRP can affect the profit
margin.
RESULTS OF OPERATIONS:
Results of operations for the last three years are as follows :
(Rs. in Lacs)
Year ended 31/03/2006 31/03/2005 31/03/2004
Net Sales 6810.42 4684.62 3951.64
Total Income 6836.72 4699.13 3961.45
Total Expenditure 6567.62 4576.43 3871.04
Net Profit / (Loss) After Tax 269.10 122.70 90.41
Earning per share (Rs) 8.45 3.85 2.84
Comparison of Results of Operation for the past three years is as follows :
Financial year 2005-06 :
Net Sales:
The net sales of the Company during the year 2005-06 have jumped by 45.37% over the previous year. The record
performance was possible due to increase in the Subsidy by the Central Government as well as increase in the MRP by
the state Government. The marketing arrangement with Deepak fertilisers & Petrochemicals Corporation Ltd has also
resulted into increase in the sales of fertilisers during the year 2005-06.
Total Income:
The increase in the sales has been reflected in the increase in the Total Income. Due to the positive attitude of the
Government towards the agricultural sector there has been increase in the demand for the Agri inputs and as a result
of which the company could register such an outstanding performance. The total income has gone up by over 45 %
over previous year.
Total Expenditure:
The total expenditure has gone up by 43.51%over previous year. This is mainly on account of increase in production
as well as sales of fertilisers over last year. The cost of raw materials, fuel, electricity and factory overheads has gone
up considerably. The due to serious efforts on cost control the total expenditure was restricted at Rs 6567.62 lacs.
Net Profit after Tax:
The Net profit after tax was recorded at Rs 269.10 lacs which is a new record for the Company. The increase in the
MRP as well as increase in the subsidy on fertilisers has resulted in the achieving this milestone. The cost control
measures adopted by the Company along with aggressive marketing has resulted into the massive jump of 119.32% in
the Net profit over previous year.
Results of operations for the last three years are as follows:
Financial year 2004-05:
Net Sales:
The net sales for the year ended 31.03.2005 has gone up by 18.54 % from Rs 3951.64 lacs to Rs 4684.62 lacs. The
year registered the steady growth in the sales mainly on account of increase in the demand from the cotton growers of
the region. Moreover the change the distribution network has resulted in this growth despite of adverse market
conditions.
79
Total Income:
Total Income: The total revenue from fertiliser division grew by 18.62% from Rs 3961.45 lacs to Rs 4699.13 lacs
during the year 2004-05. Fertilisers division accounts for over 95 % of the revenue. There was no major variation in
the sales pattern.
Total Expenditure:
The total expenditure for the year 2004-05 has gone up by 18.22 % from Rs 3871.04 lacs to Rs 4576.43 lacs. There
was no major increase on account of any specific cost head but there was normal overall increase in the cost of
production.
Net Profit after Tax:
The Net Profit after Tax for the year 2004-05 has gone up by 35.72% from Rs 122.70 lacs to Rs 90.41 lacs mainly on
account of improved realisation.
Financial year 2003-04 :
Net Sales :
Net Sales: The net sales for the year ended 31.03.2004 was Rs 3951.64 lacs against Rs 3854.61 lacs. The sales was
almost stagnant mainly due to sluggish demand for the fertilisers. Due to adverse climatic conditions the demand was
affected.
Total Income :
The total revenue was also reduced as compared to previous year. The reason for the same was due to poor demand
due to the adverse climatic conditions.
Total Expenditure :
The total expenditure for the year 2003-04 has gone up by 2.95 % from Rs 3828.77 lacs to Rs 3871.04 lacs. There was
no major increase on account of any specific cost head but there was normal overall increase in the cost of production.
Net Profit after Tax :
The Net Profit after Tax for the year 2003-04 has gone up by 5.37% from Rs 85.80 lacs to Rs 90.41 lacs mainly on
account of cost effectiveness of the company as well as improved realisation.
REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE :
Ø UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS
There are no unusual or infrequent of events or transaction
Ø Significant economic changes
There are no significant economic changes
Ø Known trends or uncertainties that have had or are expected to have a material adverse impact on income
from operations
The Income of the Company is directly related to the MRP of the fertilisers which it produces as well as the
subsidy on those fertilisers. The MRP as well as subsidy has been fixed by the Government. Any changes in the
same may be the major factor which can have adverse impact on the income from operations.
Ø Changes in relationship between cost and revenues
There were no significant changes in the relationship between cost and revenue.
Ø Extent to which material increases in revenues are due to increased volumes, introduction of new projects.
There was no major increase in the volume. Because of the normal increase in the demand for the fertilisers as
well as the increase in the rate of the subsidy/MRP the revenue has grown every year.
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LETTER OF OFFER
Ø Total revenue of the industry segment in the which the Company operates.
The figures about the industry segment revenue of earlier years are not available with us. But since the MRP as
well as Rate of subsidy has been increased there are chances that the revenue will go up proportionately. Moreover
due to increased demand for fertilisers, there are possibility that the revenue of the Industry will increase.
Ø Seasonality of business
The total business of the company is seasonal in nature. The growth in the turnover of the company depends upon
the monsoon. Moreover the major sale of the company is registered in the Kharif season only.
Ø Dependence on single or few suppliers/customers
Rajasthan State Mines and Mineral Ltd in India is the major supplier in India for Rock Phospahte the raw material
of the company. Moreover for urea the company is relying on RCF Ltd for the total supply.
Ø Total turnover of each major industry segment in which the issuer company operated.
The Company is the manufacture of fertilisers. The growth in the turnover of fertiliser company is directly related
to Monsoon as well as Government policies. Since the Governments attitude towards fertiliser industry is positive
and the monsoon during this year is predicted to be satisfactory, the fertilisers industry will perform well this year
as well.
Ø Status of any publicly announced new products or business segment.
The Company is planning to diversify into other Businesses which can be profitably carried out with the existing
objects of the company ,for which the Special Resolutions are proposed to get for passed at the forthcoming
Annual General Meeting of the Company to be held on 19.08.2006.The Decision about the commencement of a
new business will be taken at appropriate time.
Ø Competitive Conditions
The fertiliser market is very competitive. There is severe competition in the procurement of critical raw materials
like MOP, Rock phosphate. Moreover there is tuff competition in marketing of the fertilisers produced by the
company. The competition gets worst when there is draught.
WORKING RESULTS
Information relating to the company sales, gross profit etc., as required by the Ministry of Finance Circular No.F2/5/
SE/76 dated February 5, 1977 read with the amendments of even No. dated March 8, 1977 as under:
The unaudited working results of the company for the period 01/04/2006 to 30/06/2006 are given hereunder:
Particulars (Rs. in Lacs)
Net sales 2452.04
Other Income 2.42
Total Income 2454.46
Expenditure 2244.44
Operating Profit 210.02
Interest 33.01
Gross profit 177.01
Depreciation 26.99
Profit before tax 150.02
Provision for taxation 10.00
Net Profit 140.02
Paid up equity share capital 318.50
EPS 4.40
81
XIV. LEGAL AND OTHER INFORMATION
Save as stated herein under, the Company, have not defaulted in meeting any of its statutory or institutional dues and
have made all payments/refunds on fixed deposits or no proceedings have been initiated against the Company, for any
of the offences specified in paragraph 1 of Part I of Schedule XIII of the Companies Act, 1956. Further, there are no
disputes/litigations towards tax liabilities or criminal prosecutions against the Company and its Directors for any
offence, economic or otherwise civil litigations against the Company and its Directors, there are no material disputes/
legal actions other than those disclosed below.
There are no pending proceedings initiated for economic offences against the Company. No disciplinary action/
investigation has been taken by the SEBI against the Company, its subsidiaries and sponsored institutions and its
respective directors.
OUTSTANDING LITIGATIONS
S. No. Particulars No. of cases / disputes Amount involved where
quantifiable
(Rs. in Million)
1. Civil Proceedings against the Company
- Cases filed under the FCO 8 --
2. Civil Proceedings by the Company

- Under Section 138 of the Negotiable
Instruments Act, 1881 22 4.07
- Against the Government Authorities 2 4.17
CASES FILED AGAINST THE COMPANY :

1. The local Agricultural Officer has filed a case under FCO in village Arni Court against Dealer Sanjay Nimbalkar
(FCO Case No. 2097/01). It does not involve any amount and the case has not yet come for hearing on the Board.
The Company has not received any notice from the Court in this matter.
2. The local Agricultural Officer has filed a case under FCO in village Pusad Court against Dealer Shrikripa Agencies
(FCO Case No.57/02). It does not involve any amount and the case has not yet come for hearing on the Board. The
Company has not received any notice from the Court in this matter.
3. The local Agricultural Officer has filed a case under FCO in village Maregaon Court against dealer Shrinath
Traders (FCO Case No.455/02). It does not involve any amount and the case has not yet come for hearing on the
Board. The Company has not received any notice from the Court in this matter.
4. The local Agricultural Officer has filed a case under FCO in village Pulgaon Court against dealer Shrinath Traders
(FCO Case No.1349/02). It does not involve any amount and the case has not yet come for hearing on the Board.
The Company has not received any notice from the Court in this matter.
5. The local Agricultural Officer has filed a case under FCO in the Amravati Court against Krishi Samrudhi (FCO
Case No.190/00). It does not involve any amount and the case has not yet come for hearing on the Board. The
6. The local Agricultural Officer has filed a case under FCO in village Akot Court against Sanjay Nimbalkar (FCO
7. The local Agricultural Officer has filed a case under FCO in the Wardha Court against Mungilal Lohia (FCO Case
No.50/03). It does not involve any amount and the case has not yet come for hearing on the Board. The Company
has not received any notice from the Court in this matter.
8. The local Agricultural Officer has filed a case under FCO in village Chopda Court against Mungilal Lohia (FCO
82
LETTER OF OFFER
CASES FILED BY THE COMPANY:
Civil Cases
Cases related to Section 138, Negotiable Instruments Act, 1881.
1. The Company has filed a case under Section 138 of the Negotiable Instrument Act, 1881 in C.J.M. AKOLA Court
against Mr. Arvind Digamber Appa Pethkar on September 11, 2002 (Case No. S.C.C. NO.6202/2002). The Company
has to recover an amount of Rs. 1,28,140/- along with interest. The next date of hearing in this matter is August
09, 2006.
2. The Company has filed a case under Section 138 of Negotiable Instrument Act, 1881 & Civil Suit in C.J.M.
AKOLA & C.J.S.D. AKOLA Court against Mr. Haribhau V. Patil on September 3, 2002 (Case No. S.C.C. NO.7940/
2002 & SPL. DAR. NO.5/2004). The Company has to recover an amount of Rs. 4,72,752/- along with interest.
The next date of hearing in this matter is August 22, 2006.
3. The Company has filed Civil Suit in C.J.S.D. AKOLA Court against Mr. Kashinath Ramu Patil on June 21, 2003
for recovery of the dues (Case No. SPL. C. SUIT NO.63/2003). The Company has to recover an amount of Rs.
1,12,171/- along with interest. The next date of hearing in this matter is August 11, 2006.
4. The Company has filed Civil Suit in JT. C.J.J.D. AKOLA Court against Mr. Shailesh Paliwal on August 24, 2004
for recovery of the dues (Case No. SPL. DAR NO.91/2004). The Company has to recover an amount of Rs.
68,083/- along with interest. The next date of hearing in this matter is August 21, 2006.
5. The Company has filed a case under Section 138 of Negotiable Instrument Act and civil suit in 2nd C.J.M. Akola
& C.J.S.D. Akola Court against Mr. Panjabrao Bandusingh Rathod on August 26, 2004 & March 14, 2005 (Case
No. S.C.C. NO.12003/2004 & SPL. DR. NO. 36/05). The Company has to recover an amount of Rs. 1,15,308/-
along with interest. The next date of hearing in this matter is August 16, 2006 & August 30, 2006 respectively.
6. The Company has filed a case under Section 138 of Negotiable Instrument Act in 2 nd J.M.F.C. Akola Court against
Mr. Sanjay Tikait on April 16, 2003 (Case No. S.C.C. NO.7041/2003). The Company has to recover an amount of
Rs. 2,45,600/- along with interest. The next date of hearing in this matter is July 26, 2006.
7. The Company has filed a case under Section 138 of Negotiable Instrument Act in C.J.M. Akola Court against Mr.
Prakash Sawant on September 7, 2002 (Case No. S.C.C. NO.4296/2002). The Company has to recover an amount
of Rs. 1,00,000/- along with interest. The next date of hearing in this matter is September 14, 2006.
8. The Company has filed a case under Section 138 of Negotiable Instrument Act in C.J.M. Akola Court against Mr.
Nanuram M. Mewada on July 13, 2004 (Case No. S.C.C. NO.9842/2004). The Company has to recover an amount
of Rs. 1,93,428/- along with interest. The next date of hearing in this matter is August 22, 2006.
9. The Company has filed a case under Section 138 of Negotiable Instrument Act and civil suit in 2ND J.M.F.C. Akola
& C.J.S.D. Akola Court against Mr. Sanjay Agarwal on October 3, 2000 & June 25, 2003 (Case No. S.C.C.
NO.15719/2000 & SUM. SUIT NO. 49/2003). The Company has to recover an amount Rs. 2,16,875/- along with
interest. The next date of hearing in this matter is August 5, 2006 & July 25, 2006 respectively.
Mr. Vijay Palarpwar on November 18, 2003 (Case No. S.C.C. NO.24536/2003). The Company has to recover an
amount of Rs. 84,356/- along with interest. The next date of hearing in this matter is July 29, 2006.
11. The Company has filed a case under Section 138 of Negotiable Instrument Act in 2 ND J.M.F.C. AKOLA Court
against Mr. Dilip Lavande on July 3, 2000 (Case No. S.C.C. NO.15796/2000). The Company has to recover an
amount of Rs. 9,206/- along with interest. The next date of hearing in this matter is July 27, 2006.
12. The Company has filed Civil Suit in JT. C.J.J.D. AKOLA Court against Mr. Durwas Choudhari on June 30, 2004
for recovery of the dues (Case No. R.C.S. NO.274/04). The Company has to recover an amount of Rs. 16,991/-
along with interest. The next date of hearing in this matter is July 28, 2006.
Mr. Rajendra Agrawal on September 22, 1999 & October 12, 1999 (Case No. S.C.C. NO.10408/99 & S.C.C. NO.
11305/99). The Company has to recover an amount of Rs. 87,013/- along with interest. The next date of hearing in
this matter is July 28, 2006 respectively.
83
Mr. Rameshwar Zawar Wadwani on March 3, 2000 (Case No. S.C.C. NO.4183/00). The Company has to recover
an amount of Rs. 5,000/- along with interest. The next date of hearing in this matter is July 26, 2006.
15. The Company has filed a case under Section 138 of Negotiable Instrument Act in 2 ND J.M.F.C. Akola & C.J.S.D.
Umerga Court against Mr. Ajit Kumar Shah on January 15, 2000 & October 2, 2002 (Case No. S.C.C. NO.3574/
2000 & SPL. DAR. No. 26/2005). The Company has to recover an amount of Rs. 4,59,474/- along with interest.
The next date of hearing in this matter is August 11, 2006.
16. The Company has filed a case under Section 138 of Negotiable Instrument Act and civil suit in Jt. C.J.J.D. &
C.J.S.D. AKOLA Court against Mr. Shamshodhin Nawab on July 9, 1998 & October 21, 2003 (Case No. S.C.C.
NO.20932/98 & SUM. SUIT NO. 62/2003). The Company has to recover an amount Rs. 8,00,000/- along with
interest. The next date of hearing in this matter is August 07, 2006 & July 21, 2006 respectively.
17. The Company has filed a case under Section 138 of Negotiable Instrument Act and CIVIL suit in J.M.F.C. AKOLA
& C.J.S.D. AKOLA Court against Mr. Uday Zawar on August 8, 2003 & August 2, 2004 (Case No. S.C.C.
NO.16862/03 & SUM. SUIT NO. 30/04). The Company has to recover an amount of Rs. 45,000/- along with
interest. The next date of hearing in this matter is July 27, 2006 & August 09, 2006 respectively.
18. The Company has filed a case under Section 138 of Negotiable Instrument Act in 2 nd J.M.F.C. AKOLA Court
against Ms. Kalpana Deshmukh on January 15, 1999 (Case No. S.C.C. NO.297/99). The Company has to recover
an amount of Rs. 55,000/- along with interest. The next date of hearing in this matter is August 25, 2006.
19. The Company has filed a case under Section 138 of Negotiable Instrument Act and civil suit in C.J.M. AKOLA &
C.J.S.D. AKOLA Court against Mr. Bisanlal Agrawal on March 29, 2005 & June 6, 2005 (Case No. S.C.C. NO.3013/
2005 & SUM. SUIT NO. 11/2005). The Company has to recover an amount of Rs. 2,57,567/- along with interest.
The next date of hearing in this matter is August 16, 2006 & July 20, 2006 respectively.
20. The Company has filed a case under Section 138 of Negotiable Instrument Act and CIVIL suit in 2 ND J.M.F.C.
AKOLA & C.J.S.D. BULDHANA Court against Mr. Umeshkumar Agrawal on October 15, 2002 & May 4, 1999
(Case No. S.C.C. NO.26049/99 & SPL. DAR. NO. 27/02). The Company has to recover an amount of Rs. 2,24,700/
- along with interest. The next date of hearing in this matter is July 26, 2006 & July 31, 2006 respectively.
21. The Company has filed a civil suit in C.J.S.D. AKOLA Court against Mr. Ganesh Heda on December 3, 2002 for
recovery of dues (Case No. SPL DAR. NO.52/2002). The Company has to recover an amount of Rs. 3,24,000/-
along with interest. The next date of hearing in this matter is August 31, 2006.
22. The Company has filed a case under Section 138 of Negotiable Instrument Act in 2 ND J.M.F.C. AKOLA Court
against Mr. Prakashchandra Purwar on August 22, 2005 (Case No. S.C.C. NO.9582/2005). The Company has to
recover an amount of Rs. 53,907/- and interest and the next date of hearing in this matter is July 26, 2006.
Cases against Government Authorities
1. The Company has filed Civil Suit in III AD-HOC&ADJ. AKOLA Court against Government of India / SICOM on
February 2, 1999 for grant of special capital incentives (Case No. SPL. C. SUIT NO. 224/99). The Company has
to recover an amount of Rs. 30,00,000/- and interest. The next date of hearing in this matter is August 31, 2006.
2. The Company has filed a case in High Court of Judicature of Rajasthan, Jodhpur Court against Rajasthan State
Mines and Minerals Ltd / Union of India on April 5, 2005 CIVIL suit for restraining RSMM from recovering the
difference in royalty on the rock purchased before over one year (Case No. SB Civil Writ Petition No.1988/2005).
The amount involved in Rs. 11,66,414/- and the case has not yet come for hearing.
MATERIAL DEVELOPMENTS AFTER THE DATE OF THE LAST BALANCE SHEET
There are no material developments after the date of the last Balance Sheet.
ADVERSE EVENTS
There are no adverse events affecting the operations of the Company occurring within one year prior to the date of
filing of the offer document with the Registrar of Companies/Stock Exchanges.
84
LETTER OF OFFER
GOVERNMENT APPROVALS
The Company has received necessary licenses, permissions and approvals from the Central and State Governments
and other government agencies/certification bodies required for its business and no further material approvals are
required by the company for carrying on the present business activities of the company. It must, however, be distinctly
understood that in granting the above approvals, the Government and other authorities do not take any responsibility
for the financial soundness of the Company or for the correctness of any of the statements or any commitments made
or opinions expressed.
In view of the approvals listed below, the Company can undertake its current business activities and no further material
approvals are required from any statutory authority to continue such activities. The following statement sets out the
details of licenses, permissions and approvals taken by the Company under various Central and State Laws for carrying
out its business.
NPK Fertilizer Unit
Sr. Nature of
Issuing Authority Registration/License No. Validity Date
No. Registration/License
1. Central Sales Tax 444004/C/68(A) Central Sales Tax Registration Not Applicable
Department
2. Service Tax AAACB2137NST001 Registration of Service Tax Not Applicable
Department
3. Maharashtra State -- Supply of electrical energy Not Applicable
Electricity Board upto 145 KVA
4. Commercial Tax PT/R/4/2/3/2269 Professional Tax Registration Not Applicable
Department Certificate
5. Central Excise AAACB2137NXM001 Central Registration Not Applicable
6. Maharashtra RO Amt/Akola/U- Consent under Air (Prevention March 31, 2008
Pollution Control Tapi/Purna/R-5/135 and Control of Pollution) Act,
Board 1981 and Water (Prevention
and Control of Pollution) Act,
1974
7. Commissionerate of GM037 Certificate for manufacture of September 28,
Agriculture physical mixture of NPK 2008
Fertilizer
8. Maharashtra Sales 444004/S/113 Maharashtra Sales Tax Not Applicable
Tax Department Registration Certificate
9. Secretariat for 453/STA/TMO/94 Acknowledgement of Not Applicable
Industrial Assistance manufacture of NPK mixed
granulated fertilizer
85
SSP Fertilizer Unit/ Seeds Division
Sr. Nature of
Issuing Authority Registration/License No. Validity Date
No. Registration/License
1. Central Excise AAACB2137NXM002 Central Excise Registration Not Applicable
2. Maharashtra State SAC-1093/CR/10631/NRG- Supply of electricity with an Not Applicable
Electricity Board 3 additional of 33 KVA
3. Secretariat for 6127/SIA/IMO/2005 Acknowledgement for Not Applicable
Industrial Assistance manufacture of SSP Powder
and granulated Fertilizers.
4. Central Sales Tax 444004/C/68 Central Sales Tax Registration Not Applicable
5. Maharashtra Sales 444401/S/17 Maharashtra Sales Tax Not Applicable
Tax Department Registration Certificate
6. Maharashtra BO/PSO/31/05/CC-83 Consent under Air (Prevention December 31,
Pollution Control and Control of Pollution) Act, 2007
Board 1981 and Water (Prevention
and Control of Pollution) Act,
1974
7. Commissionerate of GM037 Certificate of manufacture in September 28,
Agriculture respect of physical mixture 2008
and granulated mixture of
fertilizer.
8. Commissionerate of 0057/03/W Sale of SSP (16% P205 July 27, 2009
Agriculture Powder and Granulated)
fertilizer
9. Department of M.11011/4/2000-MPR Concession Scheme for fixing --
Fertilizers the MRP
10. Ministry of Science TU/VI – RD/2221 Recognition for In-House March 31, 2009
and Technology Research and Development
11. Commissioner of Licence No. 61 Licence to deal in Seeds November 14,
Agriculture 2007
New Fertiliser Plant – Sangli
Sr.
Issuing Authority Registration/License No. Nature of Registration/License Validity Date
No.
1. Maharashtra State -- Application for supply of --
Electricity Board electricity for manufacture of
NPK Fertilizer
2. Commissionerate of GM040 Certificate for manufacture of January 01,
Agriculture physical mixture of NPK 2009
Fertilizer
86
XV. OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE PRESENT ISSUE
Pursuant to the resolution passed by the shareholders in the Extraordinary General Meeting held on 4th February,
2006, the Company is authorized to raise resources upto a maximum extent of Rs. 2500.00 Lacs as may be decided by
the board of Directors The Committee of Directors in their meeting held on April 04, 2006 has decided to make
following offer to the equity shareholders of the Company on right basis.
Issue of 47,77,650 Equity Shares of Rs. 10 each for cash at a premium of Rs. 15/- (issue price of Rs. 25/-) per Equity
Share aggregating Rs. 11,94,41,250/- on a rights basis to the existing Equity shareholders in the ratio of 3 (Three)
Equity Shares for every 2 (Two) Equity Shares (i.e. 3:2) held on July 11, 2006 (record date).
PROHIBITION BY SEBI
The Company, its Promoters, Directors or any of the Company’s associates or group companies with which the Directors
of the Company are associated as Directors or Promoters have not been prohibited from accessing the capital market
under any order or direction passed by SEBI.
ELIGIBILITY
Basant Agro Tech (India) Ltd. is an existing listed Company. It is eligible to offer this Rights Issue in terms of Clause
2.4.1(iv) of the SEBI (DIP) Guidelines, 2000.
The promoters, their relatives, Basant Agro Tech (India) Limited, group companies are not detained as willful defaulters
by RBI/ Government authorities and there are no violations of securities laws committed by them in the past or
pending against them.
DISCLAIMER CLAUSE
AS REQUIRED A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI. IT IS TO BE
DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THIS LETTER OF OFFER TO SEBI SHOULD
NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE,
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER
DOCUMENT. LEAD MANAGER M/S. KEYNOTE CORPORATE SERVICES LIMITED, HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH SEBI GUIDELINES FOR DISCLOSURES AND INVESTOR PROTECTION
IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE
AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, M/S.
KEYNOTE CORPORATE SERVICES LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED 07/04/2006 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS)
REGULATION 1992 WHICH READS AS FOLLOWS:
(I) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION
LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC.
AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE LETTER OF
OFFER PERTAINING TO THE SAID ISSUE.
(II) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE
STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE
JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE
AND OTHER PAPERS FURNISHED BY THE COMPANY.
87
WE CONFIRM THAT:
(A) THE LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS,
MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
(B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS ALSO THE
GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANOTHER
COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;
(C) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT
IN THE PROPOSED ISSUE; AND
(D) BESIDE OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER OF OFFER ARE
REGISTERED WITH SEBI AND TILL DATE SUCH REGISTRATION IS VALID.
THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER ABSOLVE THE COMPANY FROM
ANY LIABILITIES UNDER SECTION 63 OF THE COMPANIES ACT, 1956, OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED
FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP
AT ANY POINT OF TIME, WITH THE LEAD MANAGER FOR ANY IRREGULARITIES OR LAPSES IN
THE LETTER OF OFFER.
THE PROMOTERS / DIRECTORS OF BATL VIZ. MR. CHIMANLAL R. BHARTIA, MR. CHHANULAL
JHUNJHUNWALA, DR. B.G. BATHKAL, MR. SHARAD W. SAWANT, MR. DEEPAK C. BHARTIA, MR.
SHASHIKANT C. BHARTIA, DR. RAMESH TAINWALA DECLARE AND CONFIRM THAT NO
INFORMATION/MATERIAL LIKELY TO HAVE A BEARING ON THE DECISION OF INVESTORS IN
RESPECT OF THE SHARES OFFERED IN TERMS OF THIS LETTER OF OFFER HAS BEEN SUPPRESSED
WITHHELD AND / OR INCORPORATED IN THE MANNER THAT WOULD AMOUNT TO MIS-
STATEMENT/MISREPRESENTATION AND IN THE EVENT OF ITS TRANSPIRING AT ANY POINT IN
TIME TILL ALLOTMENT/REFUND, AS THE CASE MAY BE, THAT ANY INFORMATION/MATERIAL
HAS BEEN SUPPRESSED/WITHHELD AND/ OR AMOUNTS TO A MIS-STATEMENT/MIS-
REPRESENTATION, THE PROMOTERS/DIRECTORS UNDERTAKE TO REFUND THE ENTIRE
APPLICATION MONIES TO ALL SUBSCRIBERS WITHIN 7 DAYS THEREAFTER WITHOUT PREJUDICE
TO THE PROVISIONS OF SECTION 63 OF THE COMPANIES ACT.
CAUTION STATEMENT / COMPANY DISCLAIMER
The Issuer Company accepts no responsibility for statements made otherwise than in this Letter of Offer or in the
advertisement or in any other material issued by or at the instance of the Company and the Lead Manager and any one
placing reliance on any other source of information would be doing so at his/her/their own risks.
DISCLAIMER IN RESPECT OF JURISDICTION
This offer is being made in India to persons resident in India (including Indian nationals resident in India who are
majors, Hindu Undivided Families, companies, corporate bodies and societies registered under the applicable laws in
India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the
Societies Registration Act, 1860, or any other Trust law and who are authorised under their constitution to hold and
invest in shares) and to NRIs, OCBs and FIIs as defined under the Indian laws. This Letter of Offer does not, however,
constitute an offer to sell or an invitation to subscribe to securities issued hereby in any other jurisdiction. Any person
into whose possession this Letter of Offer comes is required to inform himself about and to observe any such restrictions.
Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in India only.
No action has been or will be taken to permit a rights offering in any jurisdiction where action would be required for
that purpose, except that this Letter of Offer has been filled with SEBI for its observation and SEBI has given its
observations and that the final offer document has been filled with the stock exchange as per the provisions of the
Companies Act. Accordingly, the equity shares represented thereby may not be offered or sold, directly or indirectly,
and this Letter of Offer may not be distributed, in any jurisdiction, except in accordance with the legal requirements
applicable in such jurisdiction. Neither the delivery of Letter of Offer nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of BATL since the date hereof or that
the information contained herein is correct as of any time subsequent to this date.
88
LISTING
The existing equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE). Application will be
made to BSE, for listing and trading permission for the equity shares being issued pursuant to this Letter of Offer. The
Company has received in-principle approval from BSE vide its letter no. DCS/SJK/SM/JA/06 dated May 09, 2006.
If the permissions to deal in and for an official quotation of the equity shares are not granted by BSE, the Company
shall forthwith repay, without interest, all monies received from the applicants. In case of delay interest shall be paid
in accordance with the provisions of Section 73 of the Act.
DISCLAIMER CLAUSE OF THE BOMBAY STOCK EXCHANGE LIMITED, (BSE)
The Bombay Stock Exchange Limited, (BSE) has given vide its letter no. DCS/SJK/SM/JA/06 dated May 09, 2006
permission to the Company to use the Exchange’s name in this Letter of Offer as one of the stock exchanges on which
this Company’s securities are proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does
not in any manner:
(i) Warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer; or
(ii) Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
(iii)Take any responsibility for the financial or other soundness of this Company, its promoters, its management or
any scheme or project of this Company;
and it should not for any reason be deemed or construed that this Letter of Offer has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/
acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
FILING
A copy of this Letter of Offer has been filed with SEBI, Mittal Court, “B” Wing, Nariman Point, Mumbai – 400021,
The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai (BSE) (Designated
Stock Exchange). The Company has received ‘in-principle’ approval for issue of the new shares from the BSE vide its
letter no. no. DCS/SJK/SM/JA/06 dated May 09, 2006.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of Sub-Section (1) of Section 68A of the Companies
Act, 1956 which is reproduced below:
“Any person who-
(a) makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein,
or
(b) otherwise induces a Company to allot or register any transfer of shares therein to him, or any other person
in a fictitious name,
shall be punishable with imprisonment for a term which may extend to five years.”
CONSENTS
Consents in writing of the Directors, Auditors, Lead Manager, Legal Advisor, Registrar to the Issue, to act in their
respective capacities have been obtained and filed with Stock Exchanges at the time of filing this Letter of Offer and
such consents have not been withdrawn up to the time of delivery of the Letter of Offer for registration with the stock
exchanges.
The Auditors of the Company have given their written consent for the inclusion of their Report in the form and content
as appearing in the Letter of Offer and also the tax benefits accruing to the Company and its members and such
consents and reports have not been withdrawn up to the time of delivery of the Letter of Offer for registration with the
Stock Exchanges.
89
EXPERT OPINION
The Company has not obtained any expert opinion for this issue.
EXPENSES OF THE ISSUE
The total expenses of the issue are estimated to be around 3.95% of the issue size. All expenses with respect to the
issue would be met out of the proceeds of the issue. The split of issue expenses is as under: -
Sr. No. Particulars Amount % of the total
(Rs. in Lacs) Issue
Expenses
1 Fees payable to
• Lead Manager and Registrar, 11.80 26.82
• Other Intermediaries 6.2 14.09
2 Printing & Stationery and Postage expenses 19.00 43.18
3 Advertisement, travel and other Miscellaneous Expenses 7.00 15.91
Total 44.00 100.00
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
No Underwriting, Brokerage and selling Commission will be payable for this issue.
PREVIOUS ISSUE OTHER THAN FOR CASH
Nil
COMMISSION AND BROKERAGE ON PREVIOUS ISSUE
The Company has not paid any commission or brokerage on previous issue.
PROMISE VIS-À-VIS PERFORMANCE
The company had come out with a public issue during September 1994 wherein one of the objects of the issue was to
set up manufacturing facilities for SSP mixed granulated fertilizers. However, the company abandoned the proposal
of producing the granulated SSP fertilisers at the NPK plant and increased the NPK fertiliser production capacity
from 45000 MT to 60000 MT. The proceeds of the public issue were utilised in the expansion of the NPK fertiliser
plant wherein the option was available in the layout of the plant either to produce NPK fertilisers or Granulated SSP
fertilisers or combination thereof, by using the same set of machineries. The Board of directors of the company
decided to increase the NPK fertiliser production capacity instead of setting up manufacturing facilities for SSP
mixed granulated fertiliser. This was done as the project had become unviable for the company, due to the following
reasons:
Ø The Transportation cost to bring SSP fertilisers in the powder form to the NPK Plant at Akola had increased
substantially
Ø The supplier of the SSP fertiliser (Powder) failed to supply sufficient quantity in time during the season and
hence it became unviable to implement the same.
90
In 1996, the Board of Directors of the company decided to set up the SSP fertiliser plant (both powder & granulation) of its
own instead of producing both the fertilisers in one plant itself. Accordingly the SSP Plant was installed in 1996. Further
there are variations in the projections made in the document vis a vis the actuals details of which are as given herein under:
(Rs. in Lacs.)
Particulars 1994-95 1995-96 1996-97
Promises Actual Promises Actual Promises Actual
Installed Capacity
NPK Fertilisers 30000 45000 30000 60000 30000 60000
SSP fertilisers 22500 0 22500 0 22500 ** 66000
Capacity
Utilization
NPK 70% 70.20% 80% 64.56% 90% 47.13%
SSP 70% 0 80% 0 90% 5.32%
Sales 1918.9 1715.95 2085 2324.51 2251.10 2316.92
Gross Profit 250.3 169.01 282.90 263.15 315.10 272.83
Profit before Tax 168.4 117.46 208.50 160.65 243.30 101.01
(PBT)
Profit after Tax(PAT) 115.70 117.46* 140.80 160.65* 162.80 87.75
Gross cash accruals 138.80 146.43 163.90 230.33 185.90 203.82
EPS(Rs/Share) 3.63 3.69 4.42 5.04 5.11 2.75
Cash EPS (Rs / Share) 4.36 4.60 5.15 7.23 5.84 6.40
Dividend (%) 15 12 18 15 20 15
Book Value(Rs/Share) 17.93 18.21 20.55 21.83 23.66 22.90
* There was no taxable income under Income Tax Act, due to the fiscal incentives available to the company under
section 80 IA the Income Tax Act during the year 1994-95 and 1995-96 for setting up new industrial undertaking.
** The project was commissioned with a term loan from IDBI Bank.
The company abandoned the proposal of producing the granulated SSP fertilisers at the NPK plant and increased the
NPK plant capacity to 60000 TPA. Hence the comparison of the capacity utilization of NPK plant is irrelevant.
STOCK MARKET DATA FOR SHARES OF THE COMPANY
Bombay Stock Exchange Limited
The following is the movement of the existing equity share of the Company listed and traded on Bombay Stock
Exchange Limited (BSE). Information regarding the Company’s share prices at BSE is as given below:
High Low
Volume Volume
Average
on date of on date of Total
Particulars High Low Price
Date high Date Low Volume
(Rs) (Rs) (Rs.)
(no of (no of
shares) shares)
2002 9.95 05.07.02 200 5.90 04.03.02 70 7.90 43,565
2003 14.00 10.12.03 10 6.00 28.10.03 100 10.00 2,19,596
2004 21.70 29.12.04 26,846 6.25 11.03.04 3,150 14.00 9,88,075
2005 63.40 29.12.05 1,30,890 14.00 24.01.05 7453 38.70 73,64,608
January 06 65.00 10.01.06 1,19,321 54.70 25.01.06 24,497 59.85 11,16,124
February 06 60.00 13.02.06 25,786 48.45 28.02.06 65,286 54.23 4,64,146
March 06 54.35 06.03.06 35,888 43.00 21.03.06 22,853 48.68 3,06,945
April 06 69.00 29.04.06 49,597 45.10 10.04.06 7,383 57.05 5,04,653
May 06 78.00 02.05.06 80,161 42.15 22.05.06 15,883 60.08 7,06,516
June 06 49.90 02.06.06 30,295 35.00 08.06.06 16,254 42.45 3,16,577
Week ended price of equity Shares of BATL on the BSE
Week ended Price (Rs)
June 30, 2006 41.75
July 07, 2006 32.25
July 14, 2006 32.25
July 21, 2006 29.25
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The market price of the equity shares of the company as on 06/02/2006 the date of EOGM was Rs. 56.60.
(The EOGM was held on Saturday, 04/02/2006)
The market price of the equity shares of the company as on 04/04/2006 the date on which the committee of Board of
Directors approved the Draft Letter of Offer was Rs. 49.55. (Source: BSE Website)
The market price of the equity shares of the company as on 26/07/2006 the date on which the committee of Board of
Directors approved the final Letter of Offer was Rs. 29.30. (Source: BSE Website)
§ The equity shares of the company were in no delivery period from July 04, 2006 to July 10, 2006.
§ The cum-rights closing price of the shares of the company as on July 03, 2006 was Rs. 41.45.
§ The ex-rights closing price of the shares of the company as on July 04, 2006 was Rs. 37.85.
REDRESSAL OF INVESTOR GRIEVANCES
The investor grievances against the Company will be handled by the Registrars and Transfer Agents in consultation
with the secretarial department of the Company. To handle the grievances received, the Company has appointed Shri
Upendra Somani, Company Secretary as a Compliance Officer. He will supervise redressal of complaints received
from the investors at the office of the Company as well as the Registrars to the Issue and ensure timely settlement. The
company normally resolves various kinds of investor grievances within a period of 15 days.
All grievances related to the issue may be addressed to the Registrar to the issue quoting the application No. (Including
prefix), Number of preference shares applied for, amount paid on application, date, Bank and branch/ Collection
centre where application was submitted.
CHANGE IN AUDITORS
There has been no change in the Auditors of the company since the last 3 years.
CAPITALISATION OF RESERVES OR PROFITS
The company has not capitalised its reserves or profits at any time till date.
REVALUATION OF ASSETS
There has been no revaluation of assets at any time till date.
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XVI. TERMS OF THE ISSUE
The Equity Shares now being offered are subject to the provisions of the Act and the terms and conditions of this
Letter of Offer, the CAF, the Memorandum and Articles of Association of the Company, the approvals from the
Government of India, FIPB and RBI, if applicable, the provisions of the Act, guidelines issued by SEBI, guidelines,
notifications and regulations for issue of capital and for listing of securities issued by Government of India and/or
other statutory authorities and bodies from time to time, Listing Agreements entered into by the Company with Stock
Exchanges, terms and conditions as stipulated in the allotment advise or letter of allotment or Security Certificate and
rules as may be applicable and introduced from time to time, the FEMA and the Letters of Allotment/Equity Shares to
be issued. Over and above such terms and conditions, the Equity Shares shall also be subject to applicable laws,
guidelines, notifications and regulations relating to issue of capital and listing of securities issued from time to time
by SEBI, the Government of India, RBI and or other authorities.
RANKING OF EQUITY SHARES
The new equity shares proposed to be issued shall rank in all respects pari-passu with existing fully paid up equity
shares save and except that the new equity shares shall not rank for dividend, if any, declared or paid by the Company
in any period prior to the financial year in which they are allotted and in subsequent financial year, they shall rank for
dividend, if any, declared or paid in proportion to the amount paid up thereon.
PAYMENT OF DIVIDEND
The dividend is paid to all the eligible shareholders in terms of the provisions of the Companies Act, 1956 with regard
to payment of dividend. The unclaimed dividend if any are transferred to Investor Protection Fund as prescribed under
the Companies Act.
FACE VALUE
The Face Value of equity shares of the company is Rs.10/-.
ISSUE PRICE
The equity shares of the Rs. 10/- each are being issued at a price of Rs. 25/- per share in the present rights issue.
RIGHTS OF EQUITY SHAREHOLDERS
The Shareholders are entitled to receive dividend, as and when declared and bonus and rights shares, as and when
issued. Further, the rights of the above and other holders of shares are subject to the provisions of the Companies Act,
1956 the Memorandum and the Articles of Association of the Company, the terms of this Letter of Offer and other
laws as applicable from time to time.
MARKET LOT
The market lot for the Equity Shares held in the demat mode is one share. In case of physical certificate, the Company
would issue one certificate for the equity shares allotted to one person (“Consolidated Certificate”). In respect of
consolidated certificate, the Company will, only upon request from the equity shareholder, split & return such
consolidated certificate into smaller denomination within 7 days time in conformity with the clause 3 of the Listing
Agreement. No fee would be charged by the Company for splitting the consolidated certificate.
NOMINATION
In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can
nominate any person by filling the relevant details in the CAF in the space provided for this purpose.
The sole Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders (being individual(s)
may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may
be, shall become entitled to the Equity Shares. Person(s), being a nominee, becoming entitled to the Equity Shares by
reason of the death of the original Equity Shareholder(s), shall be entitled to the same rights to which he would be
entitled if he/she were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity
Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the
Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand
rescinded upon the sale/disposal of the Equity Share by the person nominating. A buyer will be entitled to make a
fresh nomination in the manner prescribed. When two or more persons hold the Equity Share(s), the nominee shall
become entitled to receive the shares only on the demise of all the holders.
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Fresh nominations can be made only in the prescribed form available on request at the Registered Office of the
Company or such other place at such addresses as may be notified by the Company. The applicant can make the
nomination by filling in the relevant portion in the CAF. Only one nomination would be applicable for one folio.
Hence, in case the shareholder(s) has (have) already registered the nomination with the Company, no further nomination
need to be made for Equity Shares to be allotted in this Issue under the same folio.
In case the allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination
for the Equity Shares to be allotted in this Issue. Nominations registered with respective Depository Participant
of the applicant would prevail. If the applicant requires to change the nomination, they are requested to inform
their respective Depository Participant.
MINIMUM SUBSCRIPTION
i) If the Company does not receive the minimum subscription of 90% of the issue, the entire subscription shall be
refunded to the applicants within forty two days from the date of closure of the Issue.
ii) If there is a delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the
subscription amount (i.e. forty two days after closure of the issue), the Company shall pay interest for the delayed
period at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.
DISPOSAL OF ODD LOTS
The Company has not made any arrangements for the disposal of odd lot Equity Shares arising out of this Issue. The
Company will issue certificates of denomination equal to the number of Equity Shares being allotted to the Equity
Shareholder.
ENTITLEMENT RATIO
The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the Company in the ratio of
3 (Three) Equity Shares for every 2 (Two) equity shares held as on July 11, 2006 (Record Date).
RESTRICTIONS ON TRANSFER AND TRANSMISSION OF SHARES AND ON THEIR CONSOLIDATION/
SPLITTING
There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued pursuant to
this issue.
BASIS OF THE OFFER
The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose names
appear as beneficial owners as per the list furnished by the depositories in respect of the Equity Shares held in the
electronic form and on the Register of Members of the Company in respect of Equity Shares held in the physical form
at the close of business hours on the Record Date. The Company has in consultation with the Designated Stock
Exchange fixed the Record Date for determining the shareholders who are entitled to receive this offer for Equity
shares on a rights basis. The Equity Shares are being offered for subscription in the ratio of Three Equity Shares for
every Two Equity Shares held by the Equity Shareholders. The shareholders whose names appear as beneficial owners
as per the list furnished by the depositories in respect of the Equity Shares held in electronic form and on the register
of members of the Company in respect of the shares held in physical form on July 11, 2006 the record date at the close
of business hours shall be entitled to the equity shares on the Rights basis in the ratio of Three equity shares for every
Two equity shares held by them.
OPTION TO SUBSCRIBE
Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the securities in dematerialised
(electronic) form at the option of the applicant. The Company signed a tripartite agreement with National Securities
Depository Limited (NSDL) and Sharex Dynamic (India) Private Limited (Registrar and Transfer Agent) on 30 th
October, 2001 and with Central Depository Services (India) Limited (CDSL) and Sharex Dynamic (India) Private
Limited on 18th October, 2001 which enables the Investors to hold and trade in securities in a dematerialised form,
instead of holding the securities in the form of physical certificates.
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RIGHTS ENTITLEMENT
As your name appears as beneficial owner in respect of the shares held in the electronic form or appears in the register
of members as an equity shareholder of the Company on the Record Date, you are entitled to this Rights Offer. The
number of Equity Shares to which you are entitled is shown in Block I of Part A of the enclosed CAF and as shown in
part A of the enclosed CAF.
FRACTIONAL ENTITLEMENT
On applying the rights may lead to fractional entitlement to some of the shareholders. In such an event the fractional
entitlement will be rounded off to the next higher integer. The additional entitlement shall be made available out of the
entitlement of one of the promoters. The adjustment will be made in the composite application form so as to ensure is
made within the issue size.
JOINT-HOLDERS
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed (so far as the
company is concerned) to hold the same as joint-tenants with benefits of survivorship subject to provisions contained
in the Articles.
OFFER TO NON-RESIDENT EQUITY SHAREHOLDERS/ APPLICANTS
Presently 71735 equity shares aggregating to 2.252% of the present issued capital are held by NRIs/FIIs/OCBs on
repatriation basis. Applications received from NRIs and other NR shareholders for allotment of Equity Shares shall
be, inter alia, subject to the conditions imposed from time to time by the RBI under the FEMA in the matter of refund
of application moneys, allotment of Equity Shares, issue of Letter of Allotment / share certificates, payment of interest,
dividends, etc. General permission has been granted to any person resident outside India to apply shares offered on
rights basis by an Indian Company in terms of FEMA and the rules and regulations thereunder. Vide notification dated
June 18, 2003, bearing number FEMA 94/2003, RBI has granted general permission to Indian companies to issue
rights/bonus shares to existing non-resident shareholders. The existing non-resident shareholders may apply for issue
of additional shares and the Company may allot the same subject to the condition that the overall issue of shares to
non-residents in the total paid up capital does not exceed the sectoral cap. In other words, non-residents may subscribe
for additional shares over and above shares offered on rights basis by the company and renounce the shares offered in
full or part thereof in favour of a person named by them. Residents may subscribe for additional shares over and above
the shares offered on rights basis by the Company and also renounce the shares offered either in full or part thereof in
favour of a person named by them. The Equity Shares issued under the Rights Issue and purchased by NR shall be
subject to the same conditions including restrictions in regard to the repatriability as are applicable to the previously
held Equity Shares against which Equity Shares under the Rights Issue are issued.
However, as per the provisions of AP DIR circular No. 14 dated September 16, 2003 (issued by the RBI), such
shareholders who have been allotted the Equity Shares as OCBs would not be permitted to participate in the Rights
Issue. Accordingly, shareholders/ applicants who are OCBs and wishing to participate in the Rights Issue would be
required to submit approvals in relation thereto from the FIPB and the RBI. The Board of Directors may at its absolute
discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity
Shares, payment of dividend etc. to the Equity Shareholders who are NR.
NOTICES
All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English
national daily with wide circulation, one Hindi national daily with wide circulation and one Marathi daily in Pune and
Mumbai with wide circulation and/or, will be sent by ordinary post to the registered holders of Equity Share(s) from
time to time.
ISSUE OF DUPLICATE EQUITY SHARE CERTIFICATE
If any Equity Share Certificate(s) is/are mutilated or defaced or the pages for recording transfers of Equity Shares are
fully utilized, the Company against the surrender of such Certificate(s) may replace the same, provided that the same
will be replaced as aforesaid only if the Certificate numbers and the Distinctive numbers are legible.
If any Equity Share Certificate(s) is/are destroyed, stolen, lost or misplaced, then upon production of proof thereof to
the satisfaction of the Company and upon furnishing such indemnity/ surety and/or such other documents as the
Company may deem adequate, duplicate Equity Share Certificate(s) shall be issued.
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PRINTING OF BANK PARTICULARS ON REFUND ORDERS
As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the
particulars of the applicant’s bank account are mandatorily required to be given for printing on refund orders. Bank
account particulars will be printed on the refund orders / refund warrants, which can then be deposited only in the
account specified. The Company will in no way be responsible if any loss occurs through these instruments falling
into improper hands either through forgery or fraud.
OPTIONS AVAILABLE TO THE EQUITY SHAREHOLDERS
The Equity Shareholders will be having the following five options:
• Apply for his entitlement in part
• Apply for his entitlement in part and renounce the other part
• Renounce his entire entitlement
• Apply for his entitlement in full
• Apply for his entitlement in full and apply for additional Equity Shares
GROUNDS FOR TECHNICAL REJECTIONS
Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following:
Ø Amount paid does not tally with the amount payable for;
Ø Bank account details (for refund) are not given;
Ø Age of First Applicant not given;
Ø PAN photocopy/ PAN Communication/ Form 60 / Form 61 declaration not given if Application is for Rs.50,000 or
more;
Ø Applications where in payment is made in cash for an amount exceeding Rs. 20,000.
Ø In case of Application under power of attorney or by limited companies, corporate, trust, etc., relevant documents
are not submitted;
Ø If the signature of the existing shareholder does not match with the one given on the Application Form and for
renouncees if the signature does not match with the records available with their depositories;
Ø If the Applicant desires to have shares in electronic form, but the Application Form does not have the Applicant’s
depository account details;
Ø Application Forms are not submitted by the Applicants within the time prescribed as per the Application Form and
the Letter of Offer;
Ø Applications not duly signed by the sole/joint Applicants;
Ø Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to invest in
the Issue;
Ø Applications accompanied by Stockinvest;
Ø In case no corresponding record is available with the Depositories that matches three parameters, namely, names
of the Applicants (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and
the beneficiary’s identity;
Ø Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local
laws) and where last available address in India has not been provided.
Ø Multiple applications
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HOW TO APPLY
For Resident Indian Shareholders
Application should be made only on the enclosed CAF provided by the Company. The enclosed CAF should be
completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by
the Lead Managers or by the Registrar to the Issue or by the Company at any offices except in the case of postal
applications as per instructions given in the Letter of Offer. Payment should be made in cash (not more than Rs.20,000)
or by cheque/bank draft/ drawn on any bank (including a co-operative bank) which is situated at and is a member or a
sub-member of the bankers clearing house located at the centre where the CAF is submitted and which is participating
in the clearing at the time of submission of the application. Outstation cheques/money orders/postal orders will not be
accepted and CAFs accompanied by such cheques/money orders/postal orders are liable to be rejected.
Applicants at centers not covered by the branches of collecting banks can send their CAF together with the cheque
drawn on a local bank at Mumbai /demand draft payable at Mumbai (net of demand draft charges and postal charges)
to the Registrar to the Issue by registered post
For Non-Resident Shareholders on Non-Repatriation basis
Applications received from the Non-Resident Equity Shareholders for the allotment of Equity Shares shall, inter alia,
be subject to the conditions as may be imposed from time to time by the Reserve Bank of India, in the matter of
Refund of application moneys, allotment of Equity Shares, issue of Letters of Allotment/ certificates/ payment of
dividends etc. For NRIs holding shares on non-repatriation basis, payment may also be made by way of cheque drawn
on Non-Resident Ordinary (NRO) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account
maintained elsewhere in India but payable at Mumbai. In such cases, the allotment of shares will be on non-repatriation
basis. If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank
issuing the draft, confirming that the draft has been issued by debiting the NRO account, should be enclosed with the
CAF. In the absence of the above, the application shall be considered incomplete and is liable to be rejected. All
cheques/bank drafts accompanying the CAFs should be crossed. A/c Payee Only. and made payable to “(Name of The
Bank) A/c – Basant Agro Tech (India) Limited - Rights Issue - NRI” The CAF duly completed together with the
amount payable on application must be deposited with the collecting bank/collection centres indicated on the reverse
of the CAF, on or before the close of banking hours on or before the Issue closing date. A separate cheque or bank
draft must accompany each CAF. Reference number of CAF should be mentioned on the reverse of the Cheque/Draft.
New Demat account shall be opened for holders who have had a change of status from Resident Indian to NRI.
The CAF consists of four parts:
Part A : Form for accepting the Equity Shares offered and for applying for additional Equity Shares
Part B : Form for renunciation
Part C : Form for application for renouncees
Part D : Form for request for split application forms
You may exercise any one of the following options with regard to the equity shares offered to you, using the enclosed CAF:
Sr. Options available Action Required
No
1. Accept whole or part of the equity shares Fill in and sign Part A indicating in Block III of Part A the
offered to you without renouncing the balance number of equity shares accepted. If you accept all the equity
share offered in Block II of Part A you may apply for
additional equity shares. Indicate in Block IV the additional
equity shares applied for.
2. Renounce all the equity shares offered to you Fill in and sign Part B indicating the number of equity shares
to one person (joint renouncees are deemed as renounced in Block VII and handover the ENTIRE FORM to
one person) without your applying for any of the renouncee. The renouncee/ joint renouncee(s) must fill in
the equity shares offered to you. and sign Part C of CAF.
3. Accept a part of your entitlement and renounce Fill in and sign Part D for the Split Form and send the ENTIRE
the balance or part of it to one or more CAF to the Registrar to the Issue.
Renouncee(s).
OR On receipt of Split Forms:
4. Renounce your entitlement or part of it to one a For the equity shares you are accepting, fill in and sign Part
or more persons (joint renouncees are deemed A.
as one person). b For the equity shares you are renouncing fill in and sign
Part B indicating the number of equity shares renounced in
Block VII. Each of the renouncees should fill in and sign
Part C.
97
Note: If application is made jointly with any other person(s) who is/are not already joint holders or change in the
sequence of names of joint holders, it will amount to renunciation and the procedure mentioned in (2) above will have
to be followed.
Acceptance of Offer
You may accept the Offer and apply for the Equity Shares offered, either in full or in part by filling Block III of Part
A of the enclosed CAF and submit the same along with the application money payable to the bankers to the Issue or
any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the
Issue Closing Date or such extended time as may be specified by the Board thereof in this regard. Applicants at
centers not covered by the branches of collecting banks can send their CAF together with the demand draft, net of
demand draft and postal charges, payable at Mumbai to the Registrar to the Issue by registered post. Such applications
sent to anyone other than the Registrar to the Issue are liable to be rejected.
You may apply for the equity shares offered wholly or in part by filling in the enclosed CAF and submitting the same
along with the application money to the Bankers to the Issue or its designated branches on or before the closure of the
subscription list. The CAF should be complete in all respects, as explained in the INSTRUCTIONS indicated in the
CAF. The CAF should not be detached under any circumstances; otherwise the application(s) will be rejected forthwith.
Application for Additional Equity Shares
You are also eligible to apply for additional equity shares over and above the number of equity shares offered to you
provided you have applied for all the shares offered to you without renouncing them in full or in part. However, the
additional equity shares cannot be renounced in full or in part, in favour of any other person(s).
If you desire to apply for additional equity shares, you may fill in the number of additional equity shares in Part A of
the CAF. The allotment of additional equity shares will be at the sole discretion of the Board on an equitable basis
with reference to the number of Equity Shares held by you on the Record Date in consultation with The Designated
Stock Exchange. In the case of requests for additional equity shares by Non Residents, the allotment will be subject to
the approval of Reserve Bank of India. The Board may reject any application for additional equity shares without
assigning any reasons thereof. The renounces can also make an application for additional shares.
Renunciation
You may renounce all or any of the equity shares, you are entitled to in favour of any individual, limited companies, or
statutory corporations / institutions. However renunciation in favour of more than three persons as joint holders, trust
or society (unless the same is registered under the Societies Registration Act, 1860 or any other applicable trust laws
and is authorised under its constitution to hold shares in a company), minors (unless acting through natural or legal
guardians), Partnership Firms, or their nominees, or any of them will not be accepted.
Any renunciation from Resident(s) to Non- Resident(s) is subject to the renouncer(s)/ renouncee(s) obtaining requisite
approval(s) of the Reserve Bank of India (RBI) and the said permission must be attached to the CAF.
Procedure for renunciation
(i) To Renounce in WHOLE
If you wish to renounce this offer in whole, please complete PART ‘B’ of the CAF enclosed with the Letter of Offer
for the number of equity shares renounced and deliver the CAF duly signed to the person(s) in whose favour the
equity shares are so renounced. All joint holders must sign as per specimen signatures recorded with the Company at
the place provided for the purpose and in the same order.
The person(s), in whose favour the offer has been renounced (renouncees) should complete and sign PART C of the
CAF. In case of joint renouncees, all joint renouncees must sign.
(ii) To Renounce in PART
If you wish to either accept this offer in part and renounce the balance of this offer the CAF must first be split into the
requisite number of forms, by applying to the Registrar to the Issue. Please indicate your requirement of split forms in
the space provided for this purpose in PART D of the CAF and return the entire CAF to the Registrar to the Issue so
as to reach them latest by the close of business hours on or before the last date for receiving requests for split forms
i.e. August 24, 2006.
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If you wish to apply for equity shares jointly with any person(s) who is/are not already joint holder(s) with you, then
it would amount to renunciation and the procedure of renunciation as mentioned above shall have to be followed.
Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure as stated
above shall have to be followed.
Further, this right of renunciation is subject to the express condition that the Board shall be entitled in its absolute and
unqualified discretion to reject any such request for allotment of equity shares from renouncee(s) without assigning
any reason thereof save where the equity shares have been renounced in favour of a person who is already a member
of the Company.
Please note that:
a) Part A of the CAF must not be used by any person(s) other than those in whose favour this offer has been
made. If used, this will render the application invalid.
b) Only the person to whom this Letter of Offer has been addressed and NOT the renouncees shall be entitled to
split forms. Forms once split cannot be resplit.
Request for spilt forms:
• Request for Split Forms should be addressed to the Registrar to the Issue so as to reach them on or before the last
date for receiving of request for split forms by filling in PART D of the CAF.
• Requests for Split Forms will be entertained only once.
For applicants residing at places other than designated Bank Collecting branches.
Applicants residing at places other than the cities where the Bank collection centres have been opened should send
their completed CAF by registered post/speed post to the Registrars to the Issue, Sharex Dynamic (India) Private
Limited alongwith demand drafts, net of demand draft and postal charges, payable at Mumbai in favour of “(Name of
The Bank) A/c – Basant Agro Tech (India) Limited - Rights Issue” crossed “A/c Payee only” so that the same are
received on or before closure of the Issue i.e. September 08, 2006.
The Company will not be liable for any postal delays and applications received through mail after the closure of the
Issue are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other
manner except as mentioned below.
All application forms duly completed together with cash/cheque/demand draft for the application money must
be submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its
branches mentioned on the reverse of the CAF. The CAF along with application money must not be sent to the
Company or the Lead Manager to the Issue or the Registrar to the Issue except as mentioned above. The
applications are required to strictly adhere to these instructions. Failure to do so could result in the application
being liable to be rejected by the Company, the Lead Manager and the Registrar not having any liabilities to
such applicants.
Availability of duplicate CAF
In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a
duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID
number and his/ her full name and address to the Registrar to the Issue. The receipt of the duplicate CAF shall be at the
sole risk of the Shareholder. Please note that those who are making the application in the duplicate form should not
utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently. If the
applicant violates any of these requirements, he / she shall face the risk of rejection of both the applications as well as
forfeiture of amounts remitted along with the applications.
Application on Plain Paper
An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make
an application to subscribe to the Rights Issue on plain paper, along with a Demand Draft payable at Mumbai which should
be drawn in favour of the Company and send the same by registered post directly to the Registrar to the Issue.
99
The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen
recorded with the Company, must reach the office of the Registrar to the Issue before the Issue Closing Date
(i.e. September 08, 2006 and should contain the following particulars :
• Name of Issuer, being Basant Agro Tech (India) Limited.
• Name and address of the Equity Shareholder including joint holders
• Registered Folio Number/ DP and Client ID no.
• Number of shares held as on July 11, 2006 (Record Date )
• Certificate numbers and distinctive numbers, if held in physical form
• Number of Rights Equity Shares entitled
• Number of Rights Equity Shares applied for out of entitlement
• Number of additional Equity Shares applied for, if any
• Total number of Equity Shares applied for
• Total amount paid at the rate of Rs. 25/-per Equity Share
• Particulars of cheque/draft
• Savings/Current Account Number and name and address of the Bank where the Equity Shareholder will be depositing
the refund order
• Applications for a total value of Rs, 50,000 or more, i.e. where the total number of securities applied for multiplied
by the Issue price, is Rs. 50,000 or more the applicant or in the case of application in joint names, each of the
applicants, should mention his/her PAN number allotted under the Income-Tax Act, 1961 and also submit a
photocopy of the PAN card(s) or a communication from the Income Tax authority indicating allotment of PAN
(“PAN Communication”) along with the application for the purpose of verification of the number. Applicants who
do not have PAN are required to provide a declaration in Form 60/ Form 61 prescribed under the I.T. Act along
with the application. Applications without this photocopy/ PAN Communication/declaration will be considered
incomplete and are liable to be rejected.
• In case of Non-Resident shareholders, NRE/FCNR/NRO Account No., name and address of the bank and branch.
• Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of the
Company.
• Payment in such cases, should be through a demand draft, net of demand draft and postal charges, payable at
Mumbai be drawn in favour of “(Name of The Bank) A/c – Basant Agro Tech (India) Limited - Rights Issue ”
crossed “A/c Payee only”. Please note that those who are making the application on plain paper shall not be
entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation
even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of
rejection of both the applications as well as forfeiture of amounts remitted along with the applications. The Company
shall refund such application amount to the applicant without any interest thereon.
Quoting of PAN/GIR no. in the application forms
Where an application is for allotment of securities in response to a rights issue, for a total value of Rs. 50,000/- or
more i.e. the total number of securities applied for multiplied by the issue price, is Rs. 50,000/- or more the applicant
or in the case of applications in joint names, each of the applicants, should mention his/her permanent account number
(PAN) allotted under the Income-Tax Act, 1961 or where the same has not been allotted, the GIR number and the
Income-Tax Circle/Ward/District. In case neither the permanent account number nor the GIR number has been allotted,
the fact of non-allotment should be mentioned in the application forms. Application forms without this information
will be considered incomplete and are liable to be rejected.
Note on cash payment (section 269 SS)
Having regard to the provisions of Section 269 SS of the Income Tax Act, 1961, subscriptions against applications for
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securities should not be effected in cash and must be effected only by ‘Account Payee’ cheques or ‘Account Payee’
bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision,
the application is liable to be rejected.
Last date for submission of CAF
The last date for receipt of CAF by the Bankers to the Issue together with the amount payable on application is
September 08, 2006. If the relevant CAF together with amount payable there under is not received by the Bankers/
Registrar to the Issue on or before the close of banking hours on the aforesaid last date the offer contained in this
Letter of Offer shall be deemed to have been declined and the Board shall be at liberty to dispose of the equity shares
hereby offered as provided under “Basis of Allotment”.
Incomplete application
CAFs which are not complete or are not accompanied with the application money amount payable are liable to be
rejected.
TERMS OF PAYMENT
The entire amount of Rs. 25/- per share is payable on application by all shareholders/applicants.
MODE OF PAYMENT
For Resident Applicants
Payment(s) must be made by cheque/demand draft and drawn on any bank (including a co-operative bank) which is
situated at and is a member or a sub-member of the Bankers’ Clearing House located at the centre where the CAF is
submitted. A separate cheque/draft must accompany each CAF. Only one mode of payment should be used. Money
orders, postal orders and outstation cheques will not be accepted and applications accompanied by any such instruments
will be rejected.
Shareholders/Applicants residing at places other than those mentioned in the CAF and applicants who wish to send
their applications but not having collection centres should send their application by Registered Post, ONLY to the
Registrar to the Issue, Sharex Dynamic (India) Private Limited, enclosing a demand draft drawn on a clearing Bank
and payable at Mumbai ONLY net of bank charges and postal charges, before the closure of the issue.
Such cheque/drafts should be payable to “(Name of The Bank) A/c – Basant Agro Tech (India) Limited - Rights
Issue”. All cheques/ drafts must be crossed ‘A/c Payee only’. No receipt will be issued for the application money
received. However, the Collection Centre receiving the application will acknowledge receipt of the application by
stamping and returning the acknowledgement slip at the bottom of each CAF. The Company is not responsible for any
postal delay/ loss in transit on this account.
For Non-Resident Applicants/ FIIs
Payments by Non-Resident Shareholders will be accepted by Indian Rupee Drafts purchased abroad or cheques/drafts
drawn on Non-Resident External Account (NRE Account) or Foreign Currency Non-Resident Account (FCNR Account)
maintained anywhere in India but payable at Mumbai or by Telegraphic Transfer in favour of the collecting Bankers
by the concerned shareholders.
However, in case shares are held on a non-repatriable basis, payment may also be made by cheque /draft drawn on
Non-Resident Ordinary Account (NRO A/c.) maintained anywhere in India but payable at Mumbai. Such cheques/
drafts should be drawn in favour of “(Name of The Bank) A/c - Basant Agro Tech (India) Limited - Rights Issue
– NRI/FII” payable at Mumbai, India and shall be crossed A/c. Payee Only, Banker’s Certificate regarding source of
payment must be submitted with the CAFs wherever necessary.
The CAF along with cheques/drafts should be deposited with any of the branches of the Bankers to the Issue nominated
for this purpose. The certificate of inward remittance, if any, must be sent only to the Registrar to the Issue, Sharex
Dynamic (India) Private Limited, quoting the details of folio no. and the name and address of the branch of the
Bankers to the Issue where CAF has been deposited before the closure of the issue.
Application will not be accepted by the Lead Manager or by the Company
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Payment by Stockinvest
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the Stockinvest Scheme
has been withdrawn with immediate effect. Hence, payment through Stockinvest would not be accepted in this Issue.
RIGHTS ENTITLEMENT
As your name appears in the Register of Members of the Company on the Record Date, you are entitled to this Rights
Offer on the basis mentioned above. The number of equity shares to which you are entitled as a Shareholder of the
Company is shown in Part A of the CAF.
FORFEITURE
The allotment shall be made only on receipt of full application money as mentioned in “Terms of Payment”. As such
there will be no partly paid-up shares emerging from this issue & hence no requirement of any forfeiture.
APPLICATION UNDER POWER OF ATTORNEY
In case of applications under Power of Attorney or by Limited Companies or Bodies Corporates or Societies registered
under the applicable laws, a certified copy of the Power of Attorney or the relevant authority, as the case may be, along
with the certified copy of the Memorandum and Articles of Association or Bye-laws, as the case may be, must be
lodged separately by registered post at the office of the Registrar to the Issue simultaneously with the submission of
the CAF, indicating the serial number of the CAF and the name of the bank and the branch office where the application
is submitted within 10 days of closure of the offer, failing which the application is liable to be rejected. In case the
Power of Attorney is already registered with the Company, then the same need not be furnished again. However, the
serial number of the Registration under which the Power of Attorney has been registered with the Company must be
mentioned below the signature of the Applicant.
BANK DETAILS OF THE APPLICANT
The applicant must fill in the relevant column in the CAF giving particulars of Savings Bank/Current Account Number
and the name of the Bank with whom such accounts is held, to enable the Registrar to the Issue to print the said details
in the Refund Orders, if any, after the name of the payees. Please note that provision of Bank Account details has
now been made mandatory and applications not containing such details are liable to be rejected.
APPLICATION NUMBER ON THE CHEQUE/DEMAND DRAFT
To avoid any misuse of instruments, the applicants are advised to write the application number and name of the first
applicant on the reverse of the cheque / demand draft.
GENERAL
(a) All applications should be made on the printed CAF provided by the Company and should be complete in all
respects. Applications which are not complete in all respects or are made otherwise than as herein provided or not
accompanied by proper application money in respect thereof will be refunded without interest.
(b) Please read the instructions in the enclosed CAF carefully.
(c) ALL COMMUNICATIONS IN CONNECTION WITH YOUR APPLICATION FOR THE EQUITY SHARES
INCLUDING ANY CHANGE IN YOUR REGISTERED ADDRESS SHOULD BE ADDRESSED TO THE
REGISTRAR TO THE ISSUE.
(d) Application Forms must be filled in ENGLISH in BLOCK LETTERS.
(e) Signatures should be either in English or Hindi or the languages specified in the Eighth Schedule to the constitution
of India. Signatures other than in the aforementioned languages or thumb impressions must be attested by a
Notary Public or a Special Executive Magistrate under his/her official seal.
(f) In case of Joint Holders, all joint holders must sign the relevant parts of the Application Form in the same order
and as per the specimen signatures recorded with the Company.
(g) In case of joint applicants, refunds and all payments will be made to the person whose name appears first on the
application form and all communications will be addressed to him/her. To prevent any fraudulent encashment of
refund orders by third parties, the Sole/First Applicant must indicate Saving / Current Account number and the
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name of the bank and its branch with whom such account is held in the space provided in the CAF for the purpose
so that Refund Orders are printed with these details after the name. Applications without this information are
liable to be rejected.
(h) The Application Form should be presented to the Bank in its entirety. If any of the Part(s) A,B,C and D of the
Application Form(s) is /are detached or separated, such application will forthwith be rejected.
(i) All shareholders must submit the CAF along with remittance only to the Bankers to the Issue mentioned elsewhere
in this Letter of Offer and not to the Company, the Registrar or the Lead Manager.
(j) Any dispute or suit action or proceedings arising out of or in relation to this Letter of Offer or in respect of any
matter or thing herein contained and claimed by either party against the other shall be instituted or adjudicated
upon or decided solely by the appropriate Court where Registered Office of the Company is situated.
(k) The last date for receipt of CAF alongwith the amount payable is September 8, 2006. However, the Board will
have the right to extend the same for such period as it may determine from time to time, but not exceeding 60 days
from the date of opening of the subscription list. If the CAF together with the amount payable thereunder is not
received by the bankers to the issue on or before the closure of the banking hours on the aforesaid date, or such
date as may be extended by the Board, the offer contained in this Letter of Offer shall be deemed to have been
declined and the Board shall be at liberty to dispose the Rights hereby offered.
For further instructions please read CAF carefully.
DEMATERIALISATION
As per the provisions of the Depositories Act, 1996, the shares of a body corporate may be held in dematerialized form
i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through electronic
mode. The equity shares of BATL are traded in the demat segment. The Company signed a tripartite agreement with
National Securities Depository Limited (NSDL) and Sharex Dynamic (India) Private Limited (Registrar and Transfer
Agent) on 30th October, 2001 and with Central Depository Services (India) Limited (CDSL) and Sharex Dynamic
(India) Private Limited on 18th October, 2001 which enables the Investors to hold and trade in securities in a
dematerialised form, instead of holding the securities in the form of physical certificates. The ISIN No. granted to the
equity shares of the Company is ISIN INE473E01013.
An applicant has the option to seek allotment in physical or demat mode. An applicant who seeks allotment in demat
mode must have atleast one Beneficiary Account with any of the Depository Participants (DP) of NSDL or CDSL
registered with SEBI, prior to the application. Such applicants must necessarily fill in the details (including the
Beneficiary Account Number and Depository Participant’s ID Number) appearing under the head “Request for shares
in electronic form” in the CAF.
Applicant must indicate in the CAF, the number of shares they wish to receive in electronic form out of the
total number of equity shares applied for. In case of partial allotment, shares will first be allotted in electronic
form and the balance, if any, will be allotted in physical form.
Names in the CAF should be identical to those appearing in the account details in the Depository. In case of joint
holders, the name should necessarily be in the same sequence as they appear in the account details in the Depository.
No separate application for demat and physical shares is to be made. If such applications are made the application for
physical shares will be treated as multiple applications and rejected accordingly. It may be noted that electronic shares
can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL.
Non-transferable allotment letters/ refund orders will be directly sent to the applicant by the Registrar to the Issue
The applicant is responsible for the correctness of the applicants demographic details given in the share application
form vis-à-vis those with his/her DP. Equity shares allotted in demat mode will be credited directly to the respective
Beneficiary Account.
DISPOSAL OF APPLICATION AND APPLICATION MONEY
The Board reserves the right to reject applications in case the application concerned is not made in terms of this Letter
of Offer. In case an application is rejected in full the whole of the application money received will be refunded to the
first named applicant and where an application is rejected in part, the excess application money will be refunded to the
first named applicant within 6 weeks from the date of closure of the subscription list in accordance with Section 73 of
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the Act. If there is delay of refund of application money by more than 8 days after the Company becomes liable to pay
(i.e. forty-two days after the closure of Issue), the Company will pay interest for the delayed period at the rate prescribed
under sub-Section (2) and (2A) of Section 73 of the Act.
The subscription monies received in respect of this Issue will be kept in a separate bank account and the Company will
not have access to nor appropriate the funds until it has satisfied the Stock Exchange with suitable documentary
evidence that minimum subscription of 90% of the application money for the Issue has been received.
No acknowledgment will be issued for the application monies received by the Company. However, the Bankers to the
Issue at its collection branches to the Issue receiving the CAF as applicable as per the terms of this Letter of Offer,
will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF. Except
for the reasons stated under “Grounds for Technical Rejections” on page 96 of this Letter of Offer and subject to valid
application, acknowledgement of receipt of application money given by the collection agent shall be valid and binding
on issuer and other persons connected with the Issue.
BASIS OF ALLOTMENT
In the event of the issue being oversubscribed, the basis of allotment will be made only within the overall size of the
Rights Issue, as stated in the Letter of Offer and the Board will proceed to allot the equity shares in consultation with
the designated stock exchange in the following order of priority:
1. Full allotment to the Shareholders who have applied for their Rights entitlement, either in full or in part and also
the renouncee(s) who have applied for equity shares renounced in their favour either in full or in part (subject to
the other provisions contained under the paragraph titled “Renunciation”).
2. Allotment to the shareholders who have applied for additional equity shares provided that they have applied for
all the equity shares offered to them, provided there is a surplus after making full allotment under (1) above. The
allotment of such additional equity shares will be made as far as possible on the basis of the equity shares held as
on the Record Date.
3. Allotment to the renouncees who have applied for all the equity shares renounced in their favour and have applied
for additional equity shares, as the Board may in its absolute discretion deem fit, provided there is a surplus after
making full allotment (1) and (2) above.
4. Allotment to any other person as the Board may in their absolute discretion deem fit, provided there is a surplus
after making full allotment under (1), (2), (3) above.
The unsubscribed portion of the equity shares, if any, offered to the shareholders after considering the application for
Rights/Renunciation and additional equity shares, as above, shall be disposed off at the sole discretion of the Board of
Directors of the Company.
In case of oversubscription the allotment would be done in a proportionate manner in consultation with the designated
Stock Exchange.
LETTERS OF ALLOTMENT OR REFUND ORDERS
Company shall ensure despatch of refund orders, if any, by under the Certificate of Posting or registered post or speed
post or through modes as mentioned in section, Terms of the Issue clause “Mode of Payment” on page 101 of this
Letter of Offer, as applicable, only at the sole or First Applicant’s sole risk within 42 days of closure of the Rights
Issue, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Issue by the issuer.
In case of those shareholders who have opted to receive their Right Entitlement Shares in dematerialized form by
electronic credit under the depository system, an advice regarding the credit of the Equity Shares shall be given
separately.
Allotment of Equity Shares to non-residents and the issue of letters of allotment/share certificates to nonresidents
shall be subject to the approval received from RBI.
For Non-Resident Applicants, refunds, if any, will be made as under:
F Where applications are accompanied by Indian Rupee Drafts purchased abroad and payable at Mumbai, India,
refunds will be made in convertible foreign exchange equivalent to Indian Rupees to be refunded. Indian Rupees
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will be converted into foreign exchange at the rate of exchange, which is prevailing on the date of refund. The
exchange rate risk on such refunds shall be borne by the concerned applicant and the Company shall not bear any
part of the risk.
F Where the applications made are accompanied by NRE/FCNR/NRO cheques, refunds will be credited to NRE/
FCNR/NRO accounts respectively, on which such cheques are drawn and details of which are provided in the
CAF.
MODE OF PAYMENT OF REFUND
Applicants should note that on the basis of name of the applicants, Depository Participant’s name, Depository
Participant-Identification number and Beneficiary Account Number provided by them in the Composite Application
Form, the Registrar to the Issue will obtain from the Depositories, the applicant’s bank account details including nine
digit MICR code. Hence, applicants are advised to immediately update their bank account details as appearing
on the records of the depository participant. Please note that failure to do so could result in delays in credit of
refunds to applicants at the applicant’s sole risk and neither the Lead Manager nor the Company shall have any
responsibility and undertake any liability for the same.
The payment of refund, if any, would be done through various modes in the following order of preference:
I. Direct Credit – For investors having their Bank Account with the Collecting Bankers, the refund amount would be
credited directly to their Bank Account with the Collecting Bankers.
II. RTGS – Investors desirous of taking direct credit of refund through RTGS, will have to provide the IFSC code in
the Composite Application Form
III. ECS - Payment of refund would be done through ECS for applicants residing at one the 15 centres, namely
Ahmedabad, Bangalore, Bhuvaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur,
Kanpur, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram, where clearing houses for ECS are
managed by Reserve Bank of India. This would be subject to availability of complete Bank Account details including
MICR code from the depositories.
For all the other applicants except for whom payment of refund is possible through I, II and III, the refund orders
would be despatched under the Certificate of Posting for refund orders less than Rs. 1,500/- and through Registered
Post or Speed Post for refund orders exceeding Rs. 1,500/-. These refund orders will be drawn on the Collection
Bank(s) and payable at par at the places where applications are accepted. Bank charges, if any, for encashing such
cheques or pay orders will be borne by the Applicants.
INTEREST IN CASE OF DELAY IN ALLOTMENT / DESPATCH
The Company agrees that as far as possible allotment of securities offered to the existing shareholders on Rights basis
shall be made within 30 days of the closure of the issue.
The Company agrees that it shall pay interest at the rate of 15% per annum if the allotment has not been made and/or
the equity share allotment letters/refund orders have not been despatched and relevant equity shares have not been
credited to the beneficiary account of the investors within 30 days from the date of closure of the issue.
UNDERTAKING
The Board of Directors of BATL state that: -
1. The complaints received in respect of the Issue shall be attended to by the Company expeditiously and satisfactorily.
2. All steps for completion of the necessary formalities for listing and commencement of trading at all Stock exchanges
where the securities are to be listed will be taken within seven working days of finalization of basis of allotment.
3. The funds required for dispatch of refund orders/ allotment letters/ certificates by registered post shall be made
available to the Registrar to the Issue.
4. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the specified time.
5. No further issue of securities affecting equity capital of the Company shall be made till the securities issued/
offered through the Issue are listed or till the application moneys are refunded on account of non-listing, under-
subscription etc.
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6. That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
applicant within 30 days of closure of the issue, giving details of the bank where refund shall be credited alongwith
amount and expected dated of electronic credit of refund.
7. The Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms
that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made
in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such
facts.
8. All information shall be made available by the Lead Manager and the Issuer to the investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever
including at road shows, presentations, in research or sales reports etc.
The Company further confirms that other than the disclosures made in the instant letter of offer, nothing material has
changed in respect of disclosures made by us at the time of our previous issue made vide prospectus dated August 10, 1994.
UTILISATION OF ISSUE PROCEEDS
The Board of Directors declares that:
i. The funds received against this Issue will be transferred to a separate Bank Account other than the Bank Account
referred to sub-section (3) of Section 73 of the Act.
ii. Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate head in the Balance
Sheet of the Company indicating the purpose for which such moneys has been utilised.
iii. Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an appropriate separate head
in the Balance Sheet of the Company indicating the form in which such unutilised moneys have been invested.
The funds received against this Issue will be kept in a separate Bank Account and the Company will not have any
access to such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that the
minimum subscription of 90% of the Issue has been received by the Company.
Important
Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying
Composite Application Form (CAF) are an integral part of the conditions of this Letter of Offer and must be carefully
followed; otherwise the application is liable to be rejected.
All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms
must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of
the first Equity Shareholder as mentioned on the CAF and super scribed ‘Basant Agro Tech (India) Limited - Rights
Issue’ on the envelope) to the Registrar to the Issue at the following address:
Sharex Dynamic (India) Pvt Ltd.
17/B Dena Bank Bldg,
2nd Floor, Horniman Circle,
Fort, Mumbai – 400 001.
Tel.: (022) 2270 2485 Fax: (022) 2264 1349
E-mail ID: sharexindia@vsnl.com
It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk Factors’ beginning
on page iv of this Letter of Offer.
The Issue will not be kept open for more than 30 days unless extended, in which case it will be kept open for a
maximum of 60 days.
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XVII. OTHER INFORMATION
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
The main provisions of Articles of Association of the Company are as follows:
SHARE CAPITAL
Article 5 provides that the Authorised Share Capital of the Company is Rs. 10,00,00,000/- (Rupees Ten Crores Only)
divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each subject to the provisions of
these Articles and of the Act, the Company shall have power to issue Redeemable Preference shares which may at the
option of the Company be liable to be redeemed out of profit or out of the proceeds of a fresh issue of shares made for
the purpose of such redemption and the Board may subject to the provisions of Section 80 of the Act, exercise such
power in such manner as it may think fit.
Article 5A provided for the issue of shares with non voting rights attached to them.
Allotment of Shares
Article 6 provides that subject to the provisions of these articles and (to Section 81) of the Act the shares shall be
under control of the Board who may allot or otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions, at such times, either at par or at a premium and for such consideration as
the Board thinks fit. Provided that, where at any time (after the expiry of two years from the formation of the Company
or allotment of shares in the Company made for the first time after or its formation, whichever is earlier) it is proposed
to increase the subscribed capital of the Company by the allotment of further shares, subject to the provision of
Section 81(1A) of the Act, the Board shall issue such shares in the manner set out in section 81(1) of the Act. Provided
that option or right to subscribe shares shall not be given to any person or persons without the sanction of the Company
in General Meeting.
Restriction on Allotment
Article 7 provides that as regards all allotments made from time to time the Company shall duly comply with Section
69 of the Act.
Return of Allotment
Article 8 provides that the Company shall comply with Section 73 of the Act in respect of any offer of its shares to the
public for subscription.
Article 8A provided that the shares in the share capital of the company shall be numbered progressively except those
in dematerialised form
Power to Convert and/or issue shares
Article 9 provides that the Directors shall have power, at their discretion, to convert the un issued Equity Shares into
Redeemable Preference Shares and part or parts of the un issued shares (either equity or preference carrying a right to
redemption out of the profits or liable to be so redeemed at the option of the Company) upon such terms and conditions
and with such rights and privileges annexed thereto as the directors as their discretion may think fit and proper, but
subject to the provisions of Sections 86, 87 & 88 of the Act and in particular, the Directors may issue such shares with
such preferential or qualifying rights to dividends and for the distribution of the assets of the Company as the Directors
may subject to the aforesaid Sections, determine from time to time.
Installment of shares to be duly paid
Article 12 provides that if, by the conditions of allotment of any share, the whole or part of the amount or issue price
thereof shall be payable in installments, every such installments shall, when due, be paid to the Company by the
person whom for the time being, shall be the Registered holder of the share or by his executor or administration or
legal representative.
Article 12A provides that where the company issues the securities at a premium whether for cash or otherwise, a sum
equal to the aggregate amount of premia on those securities shall be transferred to the securities premium account.
The said securities premium account can be applied by the company in paying unissued shares of the company,or in
writing off the preliminary expences,or writing off discounts on issue of shares, or payment of premium on redeemable
preferential shares.
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Article 12 B provides that the company can issue the sweet equity shares to the employees/Directors as may be
prescribed by the law.
JOINT-HOLDERS
Article 13 provides that where two or more persons are registered as the holders of any share they shall be deemed the
same as joint-tenants with benefits of survivorship subject to the following and other provisions contained in these
Articles:-
(a) The Company shall be entitled to decline to register more than four persons as the holder of any share.
(b) The Joint-holders of any share shall be liable severally as well as jointly for and in respect of all calls and other
payment which ought to be made in respect of such share.
(c) On the death of any such joint-holders the survivor or survivors shall be the only person or persons recognised by
the Company as having any title to the share but the Directors may require such evidence of death as they may
deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder from any
liability on shares held by him jointly with any other person.
(d) Any one of such joint holders may give effectual receipt of any dividends or other monies payable in respect of
such share.
(e) Only the person whose name stands first in the Register of Members as one of the joint-holders of any shares shall
be entitled to delivery to the certificate relating to such share to receive documents which expression shall be
deemed to include all documents referred to in Article 180 from the company and any documents served on or sent
to such person shall be deemed service on all the joint holders.
(f) Any one of two or more joint-holders may vote at any meeting either personally or by an attorney duly authorized
under a power of attorney or by proxy in respect of such share as if he were solely entitled thereto and if more than
one of such joint-holder be present at any meeting personally or by proxy or by attorney then that one of such
persons so present whose name stands first or higher (as the case may be) on the Register in respect thereof.
Provided always that a joint-holder present at any meeting personally shall be entitled to vote in preference to a
joint-holder present by an attorney duly authorised under power or by proxy although the name of such joint-
holder present by an attorney or proxy stands first or higher in the Register in respect of such shares. Several
executors or administrators of a deceased member in whose (deceased member’s) sole name any share stands for
the purpose of this sub-clause by deemed joint-holders.
CALLS
Article 17 provides that the Board may, from time to time, subject to the terms on which any shares may have been
issued and subject to the provisions of Section 91 of the Act, make such calls as the Board thinks fit upon the members
in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereof
made payable at fixed times and each member shall pay the amount of every calls so made on him to the persons and
at the times and places appointed by the Board. A call may be payable by installments and shall be deemed to have
been made when the resolution of the Board authorising such call was passed, provided that no call be payable at less
than one month from the date fixed for the payment of the last preceding call.
Notice of Calls
Article 18 provides that not less than thirty day’s notice of any call shall be given specifying the time and place of
payment and to whom such call shall be paid.
When interest on call or installment payable
Article 19(1) provides that if the sum payable in respect of any call or installment be not paid on or before the day
appointed for payment thereof, the holder for the time being of the share in respect of which the call shall have been
made or the installment shall be due, shall pay interest for the same at the rate as may be decided by the board from the
day appointed for the payment thereof to the time of the actual payment or at such lower rate (if any) as the Board may
determine.
Article 19(2) provides that the Board shall be at liberty to waive payment of any such interest either wholly or in part.
Amount payable at fixed times or payable by installment as calls
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Article 20 provides that if by the terms of issue of any share or otherwise any amount is made payable at any fixed
time or by installments at fixed times, whether on account of the amount of the share or by way of premium, every
such amount or installment shall be payable as if its were a call duly made by the Board and of which due notice had
been given and all the provisions herein contained in respect of calls shall relate to such amount or installment
accordingly.
Payment of call in advance
Article 22 provides that the Board may, if it thinks fit, receive from any member willing to advance the same, all or any
part of the moneys due upon the shares held by him beyond the sums actually called for and upon the money so paid
or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the
shares in respect of which such advance has been made the Company may pay interest at such rate not exceeding 9
percent per annum to the member paying such sum in advance. Money so paid in excess of the amount of calls shall
not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amount so
advanced upon giving to such member not less than three months’ notice in writing.
Revocation of calls
Article 20 provides that call may be revoked or postponed at the discretion of the Board.
FORFEITURE AND LIEN
If call or installment not paid notice may be given
Article 24 provides that if any member fails to pay any call or installment on or before the day appointed for the
payment of the same the Board may at any time thereafter, during such time as the call or installment remain unpaid,
serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all
expenses that may have been incurred by the Company by reason of such non-payment.
Form of Notice
Article 25 provides that the notice shall name a day (not being less than thirty days from the date of the notice) and a
place or places on and at which such call or installment and such interest and expenses as aforesaid are to be paid. The
notice shall also state that in the event of non-payment at or before the time and at the place appointed, the shares in
the respect of which such call was made or installment is payable will be liable to be forfeited.
If notice not complied with shares may be forfeited
Article 26 provides that if the requirement of any such notice as aforesaid were not complied with, any shares in
respect of which such notice has been given may, at any time thereafter, before payment of all calls or installments,
interest and expenses, due in respect thereof be forfeited by a resolution of the Board to that effect.
Notice after forfeiture
Article 27 provides that when any share has been so forfeited, notice of the resolution shall be given to the members
in whose name it stood immediately prior to the forfeiture, with the date thereof, shall forthwith be made in the
Register but no forfeiture shall be in any manner invalidated by any omission or neglect to give notice or to make such
entry as aforesaid.
Forfeited shares to become property of the Company
Article 28 provides that any share so forfeited shall be deemed to be the property of the Company and the Board may
sell, re-allot or otherwise dispose of the same in such manner as it thinks fit.
Power to annul forfeiture
Article 29 provides that the Board may, at any time before any share so forfeited shall have been sold, re-allotted or
otherwise disposed of annul the forfeiture thereof upon such conditions as it thinks fit.
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Liability on forfeiture
Article 30 provides that a person whose share has been forfeited shall cease to be a member in respect of the forfeited
share, but shall, notwithstanding such forfeiture remain liable to pay and shall forthwith pay to the Company, all calls,
installments, interest and expenses, owing upon or in respect of such share at the time of the forfeiture, together with
interest thereon, from the time of forfeiture until payment, at 18 percent per annum and the Board may enforce the
payment thereof or any part thereof without any deduction or allowance for the value of the share at the time of
forfeiture but shall not be under any obligation to do so.
Evidence of forfeiture
Article 31 provides that a duly verified declaration in writing that the declarant is a Director of the Company and that
a share of the Company has been duly forfeited on a date stated as against all persons claiming such to be entitled to
the shares and such declaration and the receipt of the Company for the consideration, if any, given for the shares on
the sale or disposition thereof shall constitute a good title to such shares and the person to whom the shares sold shall
be registered as the holder of such shares and shall not be bound to see to the application of the purchase money, not
shall his title to such shares be affected by any irregularity or invalidity in the proceeding in reference to such forfeiture,
sale or disposition.
Forfeiture provision to apply to non-payment in terms of issue
Article 32 provides that the provisions of Articles 20 to 27 hereof shall apply in the case of non-payment of any sum
which, by the terms of issue of a share, become payable at a fixed time, whether on account of the nominal value of a
share or by way of premium as if the same had been payable by virtue of a call duly made notified.
Company’s lien on shares
Article 33 provides that the Company shall have a first and paramount lien upon all the shares (other than fully paid
shares) registered in the name of each member (whether solely or jointly with others) and upon the proceedings of sale
thereof for moneys called or payable at a fixed time in respect of such shares whether the period for the payment
thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the
footing and conditions that Article 14 hereof is to have full effect. Any such lien shall extend to all dividends from
time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall
operate as waiver of the Company’s lien in any, on such shares. The Directors may at any time declare any shares to be
wholly or in part exempt from the provisions of this Article.
TRANSFER AND TRANSMISSION
Execution of transfer
Article 38 provides that save as provided in Section 108 of the Act, no transfer of a share shall be registered unless a
proper instrument of transfer duly stamped or and by or on behalf of the transferee has been delivered to the Company
together with the certificate or, if no such certificate is in existence, the letter of allotment of the share. Each signature
to such transfer shall be duly attested by the signature of one credible witness, who shall add his address. The instrument
of transfer shall be in writing and all the provisions of Section 108 of the Act and any statutory modification thereof
for the time being shall be duly complied with in respect of all transfer of shares and the registration thereof.
Application by transferor
Article 39 provides that application for the registration of the transfer of a share may be made either by the transferor
or the transferee, provided that, where such application is made by the transferor no registration shall, in the case of
partly paid share, be effected unless the Company gives notice of the application to the transferee in the manner
prescribed by Section 110 of the Act and subject to provisions of these Articles the Company shall, unless objection
is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the
transferee in the same manner and subject to the same conditions as if the application for registration of the transfer
was made by the transferee.
Directors may refuse to Register transfer
Article 41 provides that subject to the provisions of Sections 111 of the Act, or any statutory modification thereof for
the time being in force, the Directors may, at their own absolute and uncontrolled discretion and by giving reasons
decline to register or acknowledge any transfer of shares and in particular may so decline in any case in which the
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Company has a lien upon the shares or any of them or whilst any moneys in respect of the shares desired to be
transferred or any of them remain unpaid or unless the transferee is approved by the Directors and such refusal shall
not be affected by the fact that the purposed transferee is already a member. The registration of a transfer shall be
conclusive evidence of the approval by the Directors of the transferee.
Article 42 provides that the registration of a transfer shall not be refused on the ground of the transferor being either
alone or jointly with any other person or persons indebted to the Company on any account whatsoever except a lien on
the shares.
Transmission registered
Article 46 provides that the executor or administrator of a deceased member (not being one of several joint-holders)
shall be the only person recognised by the Company as having any title to the share registered in the name of such
member and in case death of any one or more of the joint-holders, of any registered share, the survivor shall be the
only person recognised by the Company as having any title to or interest in such share but nothing herein contained
shall be taken to release the estate of a deceased joint-holder from any liability on the share held by him jointly with
any other person. Before recognising any executor or administrator the Board may require him to obtain a Grant or
probate or Letters of Administration or other legal representation, as the case may be, from a competent Court in
India; provided nevertheless that in any case where the Board in its absolute discretion thinks fit it shall be lawful for
the Board to dispense with, letters of administration or such other legal representation upon such terms as to indemnity,
as it considers proper.
Article 46A provided that every holder of shares in , debentures or fixed deposits of the company may nominate a
person to whom his shares in, debentures, fixed deposits of the company shall vest on the event of the death.
Registration of persons entitled to shares other wise than by transfer (Transmission Clause)
Article 47 (1) provides that subject to the provisions of the Act and these Articles, any person becoming entitled to any
share in consequence of the death, lunacy, bankruptcy or insolvency of any member upon producing such evidence of
grant of probate or letter of administration or succession certificate or such other evidence that he sustains the character
in respect of which he propose to act under this Article or of his title as the Directors may think sufficient may with the
consent of the Director be registered as a member in respect of such shares.
Transmission Article
Article 48 (a) provides that this Article is hereinafter referred to as “The Transmission Article”.
If a person who has become a nominee and to whom the shares in or debentures of the company have vested on the
death of the shareholders or holders of the debenture holders upon the production of such evidence as may be required
by the board elect either to be registered himself as holder of shares or debentures or to make such transfer of shares
or debentures as the case may be as the deceased holder of the shares of debentures could have made.A person being
the nominee becoming so entitled to shares or debentures shall be entitled to the same dividend and other advantages
as if he was the registered holder of the said securities.
INCREASE, REDUCTION AND ALTERATION IN CAPITAL
Increase of Capital
Article 50 (a) provides that the Company may from time to time in General Meeting increase its share capital by the
creation of new shares of such amounts as it thinks expedient.
Article 50 (b) provides that subject to the provision of Act, the new shares shall be issued upon such terms and
conditions and with such rights and privileges annexed thereto as by the General Meeting creating the same shall be
directed and if not direction be given as the Directors shall determine and the in particular such shares may be issued
with a preferential or qualified right to dividends and in distribution of assets of the Company and any Preference
shares may be issued on the terms that they are or at the option of the Company are to be liable to be redeemed.
Rights of Ordinary shareholder to further issue of capital
Article 51 provides that where it is proposed to increase the subscribed capital of the Company by allotment of further
shares, then such further shares, shall be offered to persons who, at the date of the offer, are holders of the Ordinary
Shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid-up on those shares at that
date, and such offer shall be made in accordance with the provisions of Section 81 of the Act, provided that
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notwithstanding anything hereinbefore contained, the further shares aforesaid may be offered to any persons, whether
or not those persons include the persons who, at the date of the offer, are holder of the ordinary shares of the Company,
in any manner whatsoever
a. If a Special Resolution to that effect is passed by the Company in General Meeting, or
b. Where no such Special Resolution is passed if the votes cast (whether on a show of hands or on a poll as the case
may be) in favour of the proposal contained in the resolution move in that General Meeting (including the casting
vote if any, of the Chairman) by members who, being entitled so to do, vote in person or where proxies are
allowed, by proxy, exceed the votes, if any, cast against the proposal by member so entitled and voting, if any, cast
against the proposal by member so entitled and voting and the Central Government is satisfied on an application
made by the Board of Directors in that behalf, that the proposal is most beneficial to the Company.
Same as original capital
Article 52 provides that except so far as otherwise provided by the conditions of issue or by these presents any capital
raised by the creation of new shares shall be considered part of the original ordinary capital and shall be subject to the
provisions herein contained with reference to the payment of calls and installments, transfer and transmission, forfeiture,
lien, surrender, voting and otherwise.
Restriction on purchase by Company on its own shares
Article 53 (1) provides that the Company shall not have the Power to buy its own shares unless the consequent
redution of capital is effected and sanctioned in pursuane of Article 55 or in pursuance of Sections 100 to 104 or
Section 402 or other applicable provisions (if any) of the Act.
Article 53 (2) provides that except to the extent permitted by Section 77 or other applicable provisions (if any) of the
Act the Company shall not give whether directly or indirectly and whether by means of a loan, guarantee, the provision
of security or otherwise any financial assistance for the purpose of, or in connection with the purchase or subscription
made or to be made by any person of or for any shares in the Company.
Article 53 (3) provides that nothing in this Article shall effect the right of the Company to redeem any redeemable
Preference shares issued under Art. 50 or under Art. 80 or other relevant provisions (if any) of the Act or of any
previous Companies Law.
Article 53 (A) provides that Company entitled to dematerialize/rematerialize its shares:
I. Notwithstanding anything contained in this Articles of Association, the Company shall be entitled to dematerialize
its existing shares or rematerialized its shares held in the Depositories and/or to offer its fresh shares in a
dematerialized form pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any.
II. Where a person opt ot hold a security with a Depository, the company shall intimate the Depository the details of
allotment of the security, and on receipt of the information the Depository shall enter in its record the name of the
allottee as the Beneficial Owner of the security.
III. All securities held by a Depository shall be dematerialized and shall be in fungible form.
Reduction of Capital
Article 55 provides that the Company may from time to time by Special Resolution reduce its share capital in any way
authorised by law and in particular may pay off any paid up share capital upon the footing that it may be called up
again or otherwise and may if and so far as is necessary alter its memorandum by reducing the amount of its share
capital and of its shares accordingly.
Consolidation, division and sub-division
Article 56 provides that the Company may in General Meeting alter the conditions of its Memorandum as follows :-
A. Consolidate and divide all or any of its share capital into share capital of larger amount then its existing shares
B. Sub-divide its shares or any of them into shares of smaller amounts then originally fixed by the Memorandum
subject nevertheless to the provisions of the Act and of these Articles.
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C. Cancel share which at the date of such General Meeting have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the amount of the shares so cancelled.
Issue of further pari passum shares not be affect the right of shares already issued Article
57 provides that the right conferred upon the holders of the shares of any class issued with preferred or other rights
shall not unless otherwise expressly provided by the terms of the issue of the shares of that class be deemed to be
varied by the creation or issue of further shares ranking pari passu therewith.
ALTERATION OF CAPITAL
Power to sub-divide shares
Article 58 provides that the Company in General Meeting may from time to time :
a. consolidation and divide all or any of its share capital into shares of large amount than its existing shares.
b. sub-divide its existing shares of any of them into shares of smaller amount that is fixed by the memorandum
so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid
on each reduced share shall be the same as it was in the case of the share from which the reduced share is
derived.
c. cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken
by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
Surrender of shares
Article 59 provides that subject to the provisions of Section 100 to 105 inclusive of the Act, Board may accept from
any member the surrender on such terms and conditions as shall be agreed of all or any of his shares.
BORROWING POWERS
Power to borrow
Article 61 provides that the Board may, from time to time, at its discretion, subject to the provisions of Sections 293
and 370 of the Act, raise or borrow, either from the Directors or from elsewhere and secure the payment of any sum or
money for the purposes of the Company.
The Register And Index Of Beneficial Owners
Article 64 (A) provides that the Register and Index of Beneficial Owners maintained by a Depository under Depositories
Act, shall be deemed to be the Register and Index of Members and Securities Holders for the purpose of these Articles.
Service Of Documents By Depository On Company
Article 64 (B) provides that notwithstanding anything contained in the act or these Articles to the contrary, where
securities are held in a Depository, the records of the beneficial ownership may be served by such Depository on the
Company by means of electronic mode or by delivery of floppies or discs.
VOTES OF MEMBERS
Article 80 provides that :
i. Save as herein provided, on a show of hands every member present in person and being a holder of Equity Shares
shall have one vote and every person present either as Proxy on behalf of a body corporate (being a holder of
Equity shares), if he is not entitled to vote on his own right, shall have one vote.
ii. Save as herein provided, on a poll the voting right of a holder of Equity Shares shall be as specified in Section 87
of the Act.
iii. The holder of Preference shares shall not be entitled to vote at general meetings of the Company except as provided
for in Section 87 of the Act.
iv. No Company or body corporate shall vote by proxy so long as a resolution of its board of directors under the
provision of Section 187 of the Act is in force and the representative named in such resolution is present at the
General meeting at which the vote by proxy is tendered.
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Voting Rights Of Depositories And Beneficial Owner
Article 80 (A) provides that notwithstanding anything contained in these Articles of Association, a Depository shall
be deemed to be the registered owner for the purpose of effecting transfer of ownership of shares on behalf of a
beneficial owner. Save as otherwise provided hereinabove, the Depository as a registered owner shall not have any
voting right or other right in respect of shares held by it, and the beneficial owner shall be entitled to all rights and
benefits and subject to all liabilities in respect of its shares held by a Depository.
Procedure where a body corporate is a member of the Company
Article 81 provides that where a Company or a body corporate (hereinafter called “member company”) is a member of
the Company, a person, duly appointed by resolution in accordance with the provisions of Section 187 of the Act to
represent such member company at a meeting of the Company, shall not, by reason of such appointment, be deemed to
be proxy, and the lodging with the Company at the office or production at the meeting of a copy such resolution duly
signed by one Director of such member company and certified by him as being a true copy of the resolution shall be
accepted by the company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to
exercise the same right and powers, including the right to vote by proxy on behalf of the member company which he
represents, as that member company could exercise if it were an individual member.
Votes in respect of insane (member) and deceased member
Article 82 provides that if any member be lunatic, idiot or non-compos mentis, he may vote whether on a show of
hands or at a poll by his committee, curator bonis or other legal curator and such last mentioned persons may give their
votes by proxy provided that forty-eight hours at least before the time of holding the meeting or adjourned meeting, as
the case may be, at which any such person proposes to vote he shall satisfy the Board of his right under the Transmission
Article to the shares in respect of which he proposes to exercise his right under this Article, unless the Board shall
have previously admitted his right to vote at such meeting in respect thereof.
Instrument appointing proxy to be in writing. Proxies may be general or special
Article 85 (a) provides that subject to the provisions of Section 176 of the Act the instrument appointing a proxy shall
be in writing under the hand of the appointer or of his Attorney duly authorised in writing or if such appointer is a
body corporate be under its common seal or the hands of its officer or Attorney duly authorised. A proxy who is
appointed for a specified meeting only shall be called a Special Proxy. Any other proxy is called a General Proxy. A
special proxy shall be available only for the meeting to which it relates and it cannot be used for more than one
meeting.
Article 85 (b) provides that a person may be appointed a proxy though he is not member of the Company and every
notice convening a meeting of the Company shall state this and that a member entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and vote instead of himself.
Instrument appointing a proxy to be deposited at the office
Article 86 provides that the instrument appointing a proxy and the Power of Attorney or other authority (if any) under
which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the Office not less than
forty-eight hours before the time for holding the meeting at which the person named in the instrument purports to vote
in respect thereof and in default the instrument of proxy shall not be treated as valid.
Restriction on voting
Article 89 provides that no member shall be entitled to exercise any voting rights either personally or by proxy at any
meeting of the Company in respect of any shares registered in his name or which any calls or other sums presently
payable by him have not been paid or in regard to which the Company has exercised any right of line.
DIRECTORS
Number of Directors
Article 91 provides that until otherwise determined by Special Resolution the number of Directors of the Company
shall not be less than three or more than twelve including debenture, directors, corporation directors and / or special
directors.
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Company in General Meeting to increase or reduce number of Directors
Article 92 provides that the Company in General Meeting may from time to time increase or reduce the number of
Directors within the limits fixed by Articles 91.
First Directors
Article 93 provides that the following persons shall be the first Directors of the Company.
a. SHRI CHIMANLAL BHARTIA
b. SHRI SHASHIKANT BHARTIA
c. SHRI DEEPAK BHARTIA
DIVIDENDS
Declaration of Dividends
Article 145 provides that the Company in General Meeting may declare a dividend to be paid to the members according
to their right and interest in the profits and may, subject to the provisions of the Section 207 of the Act, fix the time for
payment. No larger divided shall be declared than is recommended by the Board, but the Company in General Meeting
may declare a smaller dividend.
Dividend to be out of profits
Article 146 provides that no dividend shall be paid otherwise than out of the profits of the year or any other undistributed
profits except as provided by Section 205 of the Act.
Dividend to be paid pro-rate on the paid up amount
Article 147 provides that subject to the special rights of holders of preference shares, if any for the time being, the
profits of the Company distributed as dividends or bonus shall be distributed among the members in proportion to the
amounts paid or credited as paid on the shares held by them respectively, but no amount paid on a share in advance of
calls shall while carrying interest be treated for the purpose of this Article as paid on the share. All dividends shall be
appointed and paid pro rata according to the amount paid on the shares during any portion or portions of the period in
respect of which the dividends is paid, but if any share is issued on terms providing that it shall rank for dividends as
from a particular data such share shall rank for dividend accordingly.
What to be deemed net profits
Article 148 provides that the declaration of the Board as to the amount of the net profits of the Company shall be
conclusive.
Interim Dividend
Article 149 provides that the Board may from time to time pay to the members such interim dividends as in its judgment
the position of the Company justifies.
Debts may be deducted
Article 150 provides that the Board may retain any dividends on which the Company has lien and may apply the same
in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
Dividend and call together
Article 151 provides that subject to the provisions of Article 19 any General Meeting declaring a dividend may take a
call on the members of such amounts as the meeting fixes but so that the call on each member shall not exceed the
dividend payable to him so that the call be made payable as the same time as the dividend may be set off against the
call.
Dividend in cash
Article 152 provides that no dividend shall be payable except in cash, provided that nothing in the forgoing shall be
deemed to prohibit the capitalisation of profit or reserves of the Company for the purposes of issuing fully paid-up
bonus shares or paying up any amount for the time being unpaid on the shares held by the Company.
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Dividend Right
Article 153 provides that a transfer of shares shall not pass the rights to any dividend declared thereon before the
registration of the transfer.
Power to retain dividend until transmission is effected
Article 154 provides that the Directors may retain the dividends payable upon shares in respect of which any person
is under transmission Article (Article 47) entitled to become a member or which any person under that Article in
entitled to transfer, until such person shall become a number in respect of such shares or shall duly transfer the same.
Payment of Dividend to Member of mandate
Article 155 provides that no dividend shall be paid in respect of any share except to the registered holder of share or
to his order to his bankers but nothing contained in the Article shall be deemed to require the bankers of a registered
shareholder to make a separate application to the Company for the payment of the dividend.
Dividend to joint share holders
Article 156 provides that any one of several persons who are registered as the joint holders of any share may give
effectual receipt for all dividends, bonuses and other payments in respect of such share.
Notice of declaration of dividend
Article 157 provides that notice of any dividend, whether interim or otherwise, shall be given to the persons entitled
to share therein the manner hereinafter provided.
Dividend to Joint share holders
Article 158 provides that all dividend and other dues to members shall be deemed to be payable at the Registered
Office of the Company, unless otherwise directed any dividend, interest or other moneys payable in cash in respect of
share may be paid by cheque or warrant sent through the post to the registered address of the holder of, in the case of
joint holders who is the first named in the Register in respect of the joint holding or to such person and such address
as the holder or joint holders, as the case may be, may direct and every cheque or warrant so sent shall be made
payable at par to the order of the person to whom it is sent.
Unclaimed Dividends
Article 159 provides that no unclaimed dividend shall be forfeited by the Board and dividend which remains unpaid
and unclaimed after having been declared shall be dealt with as per the provisions of Section 205 A and 205 B of the
Act.
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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The Contracts referred to in para (A) below (not being contracts entered into in the ordinary course of the business
carried on by the Company or entered into more than two years before the date of this Letter of Offer) which are or
may be deemed material, have been entered into by the Company.
The contracts together with the documents referred to in paragraph (B) below, copies of all of which have been
attached to the copy of this Letter of Offer which has been delivered to the Bombay Stock Exchange Limited, (BSE)
may be inspected at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on any working day from
the date of this Letter of Offer until the closing of the subscription list.
A. MATERIAL DOCUMENTS
1. Copy of Memorandum of Understanding dated March 28, 2006 between the Company and Keynote Corporate
Services Limited, Manager to the Issue.
2. Copy of Memorandum of Understanding dated March 27, 2006 between the Company and Sharex Dynamic (India)
Pvt. Ltd., Registrar to the Issue.
3. Copy of Letter of appointment of India Law Alliance, Legal Advisors to the Issue.
4. Copy of Tri- Partite Agreement dated October 30, 2001 between the Company, Sharex Dynamic (India) Pvt. Ltd.
and National Securities Depository Limited.
5. Copy of Tri-Partite Agreement dated October 18, 2001 between the Company, Sharex Dynamic (India) Pvt. Ltd.
and Central Depository Services (India) Limited.
B. DOCUMENTS FOR INSPECTION
1. Copy of Memorandum and Articles of Association of the Company.
2. Copies of Prospectus dated August 10, 1994.
3. Copies of Annual report for the year 2000-01, 2001-02, 2002-03, 2003-04, 2004-05 and audited accounts for the
year ended 2005-06.
4. Copy of notice for EGM dated February 04, 2006 and extract of minutes of EGM passing resolution under Sec.
81(1A) of Companies Act, 1956.
5. Copy of resolution dated April 04, 2006 passed by the Committee of Board of Directors regarding rights issue.
6. Copy of certificate dated July 10, 2006 issued by M/s P. C. Baradiya & Co and M/s P.C. Bhandari & Co., Chartered
Accountants and Statutory Auditors of the Company in terms of Part II Schedule II of The Companies Act 1956
including capitalisation statement, taxation statement and accounting ratios.
7. Copy of letter dated February 21, 2006 received from M/s P. C. Baradiya & Co and M/s P.C. Bhandari & Co.,
Chartered Accountants, and Statutory Auditors of the Company advising the company on the tax benefits available
to the company and its shareholders.
8. Copy of marketing agreement dated October 06, 2005 with Deepak Fertilizers and Petrochemicals Corporation
Limited.
9. Copy of letter dated July 14, 2006 received from M/s P.C. Bhandari & Co., Chartered Accountants regarding
Sources & deployment of funds.
10. Consent letter dated June 01, 2006 from Maharashtra Pollution Control Board.
11. Copies of various Undertakings received from the Company.
12. Copy of in-principle approval received from BSE vide its letter no. DCS/SJK/SM/JA/06 dated May 09, 2006.
13. Copy of SEBI observation letter no. CFD/DIL/EB/70098/2006 dated June 23, 2006.
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DECLARATION
No statement made in this Letter of Offer shall contravene any of the provisions of the Companies Act, 1956 and the
rules made there under. All the legal requirements connected with the said issue as also the guidelines, instructions
etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with.
Yours Faithfully
By the order of Board of Directors
The Basant Agro Tech (India) Limited
Sd/-
Chimanlal R. Bhartia
Chairman
Sd/-
Chhanulal Jhunjhnuwala
Vice - Chairman
Sd/-
Deepak C. Bhartia
Managing Director
Sd/-
Shashikant C. Bhartia
Whole Time Director
Sd/-
Balwant G. Bathkal
Director
Sd/-
Sharad W. Sawant
Director
Sd/-
Ramesh Tainwala
Director
Place: Mumbai
Date: July 27, 2006
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KEYNOTE CORPORATE SERVICES LIMITED SHAREX DYNAMIC (INDIA) PRIVATE LIMITED

COMPANY/INDUSTRY RELATED TERMS

IV. RISK FACTORS

For more details refer to page no. 82 of the letter of offer.

2. Restrictive Covenants in Loan Agreements

a. Any change in the Company’s capital structure.

Source: Fertiliser and Agricultural Statistic (Western Region), FAI (2004-05)

Profit/(loss) before tax 302.01 150.70 115.41 114.80 114.10

Balance carried to Statement of

D. Current assets, loans and

E. Liabilities and provisions

F. Net worth (A+B+C+D-E) 1,256.98 1,163.74 1,077.63 1,009.71 941.01

VI. GENERAL INFORMATION

KEYNOTE CORPORATE SERVICES LIMITED SHAREX DYNAMIC (INDIA) PVT LTD.

ISSUE OPENS ON LAST DATE FOR RECEIVING ISSUE CLOSES ON

D. Post Issue Capital

E. Share Premium Account

Notes to Capital Structure :

* Investor are requested to refer para on ‘Fractional entitlement’ on page no 95.

No. of Average rate

VIII. PARTICULARS OF THE ISSUE

4b i) Co mpound W all 650 2400 15.60 -------do------- -------do-------

3 Store & Warehousing 672.00 6250 42.00 -------do-------- ----do----

SUB – TOTAL (A) 66.00

R & D Station for Seed

Project Commencement Completion

SOURCES & DEPLOYMENT OF FUNDS

Name of the company Equity Sales PAT EPS BV P/E

Name of the company FV Sales as on EPS MP P/E

IX. ABOUT THE ISSUER COMPANY

Source: International Fertiliser Association, ( www.fertilizer.org)

Growth Prospects for Seed Business

Basant Agro Tech

SSP Fertilizer Unit NPK Mixture Seeds Division

Description Installed Produc % of Installed Produc % of Installed Producti % of

Manufacturing Units of the Company

Present Capacities and utilization thereof for the year 2005-06

Description Installed Capacity Production in 2005-06 % of installed

Plant & Machinery

GRANULATOR DRYER COOLER

Flow Chart for Manufacturing of Single Super Phosphate Fertiliser

GRANULATOR DRYER COOLER

XI. MANAGEMENT OF THE COMPANY

Divisions Managerial Executives Super. & Skilled Un-Skilled Total

EMPLOYEE STOCK OPTION SCHEMES

Mr. Chhanulal Jhunjhnuwala He is NRI businessman PAN: NRI

* 1000 equity shares of Rs. 100 each

The company is not a listed Company.

Net Block after adjustment for

Net worth - Total

Profit/(loss) before tax 302.01 150.70 115.41 114.80 114.10

Balance carried to Statement of

2005-06 2004-05 2003-04 2002-03 2001-02

Guarantees given by the Company 0.00 0.00 0.00 1.60 18.60

Outstanding letter of Credit 0.00 0.00 0.00 172.80 45.22

Total 0.00 0.00 18.23 192.63 82.05

4. Year wise analysis of unsecured loans:

Total 1,121.99 859.17 741.05 1124.10 907.25

5. Analysis of unsecured loans taken by the Company as at 31.3.2006:

Unsecured loans from :

6. Year wise analysis of secured loans: