Displaying items by tag: Binani
The battle for Binani Cement
04 April 2018Persistence has paid off for UltraTech Cement this week. Although the deal is not complete, all the signs are pointing towards India’s largest cement producer buying Binani Cement despite losing an auction for it last month. Here’s a recap of what has happened so far.
In July 2017 the National Company Law Tribunal (NCLT) in Kolkata, a semi-judicial body that rules on issues relating to companies, started insolvency proceedings for Binani Cement. It followed a plea by one of the cement company’s creditors, the Bank of Baroda, that had an outstanding claim of around US$15m. The Kolkata bench of the NCLT rejected Binani Cement’s argument that the debt was tiny compared to the assets of its parent company Binani Industries of US$2.15bn. It then appointed an administrator, or resolution professional, called Vijaykumar Iyer, a partner at Deloitte Touche Tohmatsu India. More on him later on.
The subsequent auction of Binani Cement raised lots of interest both internationally and locally due to its production base. The company operates a 4.9Mt/yr plant at Binanigram in Rajasthan with two kilns and four mills. It also runs a 1.4Mt/yr cement grinding plant at Sirohi in the same state. Unusually though for an Indian producer it also runs a 2Mt/yr grinding plant at Jebel Ali, Dubai in the UAE and a 0.5Mt/yr integrated plant, Shandong Cement, in China.
Its products domestically in India include 43 and 53 grades Ordinary Portland Cement and Portland Pozzolana Cement, with the Bollywood film star Amitabh Bachchan as its brand ambassador. On that last point the Indian Supreme Court chastised Binani Cement in 2014 for not paying sales tax in Rajasthan whilst being able to hire Bachchan! However, given the ferocity of the struggle to buy Binani Cement maybe all that marketing of the brand paid off, giving the producer a much higher profile than it might otherwise have had.
Anyway, lots of companies showed interest in Binani Cement in the first round of bidding in late 2017. CRH, LafargeHolcim, HeidelbergCement, India Cement, Orient Cement, Ramco Cement, Shree Cement, UltraTech Cement and Piramal Group were all linked to the auction. Eventually UltraTech Cement, JSW Cement, Ramco Cement, HeidelbergCement India, Dalmia Bharat and a pair of Indian investors all submitted bids and JSW Cement emerged as the winner with a bid of US$919m. However the emergence of an additional liability of around US$250m scuppered that auction when it turned out that Binani Cement had offered a corporate guarantee for the acquisition of a fibreglass asset in Europe known as 3B in 2012 by Binani Industries. By February 2018 the next auction was in progress and this time Dalmia Bharat Cement and UltraTech Cement led the race. Dalmia Bharat won the second auction with a bid of around US$1.03bn made in a consortium with Bain Capital’s India Resurgent Fund and Piramal Enterprises.
At this point the situation might have conceivably slowed down. Instead, UltraTech Cement kept on fighting and queried the entire bidding process. It then made a direct offer of US$1.11bn to Binani Cement in the form of a so-called ‘comfort letter’ that Binani Industries used to stop the insolvency process. At the same time it received approval from the Competition Commission of India in its bid for Binani Cement, the previous absence of which was one of the reasons its bid against Dalmia Bharat was rejected.
Indian company law now faced a dilemma over how a bankruptcy works given that the NCLT was meant to be in charge. A way out was found though when the NCLT in Kolkata and the National Company Law Appellate Tribunal both allowed the bidders to settle the dispute ‘amicably.’ To add further confusion the administrator Vijaykumar Iyer also alleged right in the middle of the final tussle between Dalmia Bharat and UltraTech Cement that fraudulent transactions had been made by Binani Cement! Whether this has any further implications remains to be seen.
At this stage nobody is likely to declare UltraTech Cement the winner of Binani Cement until it actually picks up the keys to the cement plants. Perhaps not even then in case of any lingering legal issues! UltraTech Cement clearly views Rajasthan as a growth area given the tenacity with which it has gone after Binani Cement. It operates two integrated plants in the state and is building two more of its own. After its long journey in buying plants from Jaiprakash Associates in 2017, UltraTech Cement is starting to look like the cement producer that simply won’t take no for an answer.
Binani Cement receives six bids
17 January 2018India: Binani Cement has received six bids in its sale process. Offers were received from UltraTech Cement, JSW Cement, Ramco Cement, HeidelbergCement India, Dalmia Cements and a pair of Indian investors, according to the Daily News & Analysis newspaper. The bids ranged from around US$630m to US$940m. However, each bid came with various clauses that made the committee of creditors refer them to a consultancy for evaluation.
JSW Cement to bid for Binani Cement
15 January 2018India: JSW Cement plans to bid for Binani Cement. Managing director Parth Jindal said that the cement producer would partner with a private equity fund to make the offer, according to the Economic Times newspaper. He added that the company is looking for acquisitions in the cement sector. It has also made a bid for Kalyanpur Cement that has a cement production capacity of 1Mt/yr in Bihar. The company aims to reach a production capacity of 20Mt/yr by 2020.
Deadline extended for sale of Binani Cement
05 January 2018India: The deadline for bidding for Binani Cement has been extended until 15 January 2018 as the cement company takes potential buyers on a tour of its grinding plant in Dubai. The Rajasthan-based cement producer is being sold following bankruptcy proceedings, according to the Daily News & Analysis newspaper. The family-owned company with cement plants in Indian, China and the UAE has attracted a high level of interest from both international and local cement companies.
Dalmia Bharat to bid for Binani Cement
06 December 2017India: Dalmia Bharat Cement has made an agreement with the Piramal Bain Resurgence Fund to jointly bid for Binani Cement. The deal will see the two companies make an offer for Binani’s two plant in Rajasthan, according to the Economic Times newspaper. Binani Cement has debts of US$530m and the potential buyers are aiming to pay around US$930m. Binani Cement became insolvent following a US$110m royalty payment to state government for its limestone quarries. Other Indian cement producers, including Ultratech Cement, Shree Cement, Nirma, JSW cement and My Home Industries, have expressed interest in the cement producer.
Consolidation gathering pace in India
22 November 2017India’s Economic Times (ET) has run a story today that really illustrates the heart of the current oversupply issues surrounding the cement sector in India. It reports that Binani Cement, one of the country’s many medium-sized domestic players, is circling the drain ahead of full bankruptcy proceedings. According to ‘senior officials,’ who spoke on the condition of anonymity, the company has already attracted interest from LafargeHolcim, HeidelbergCement and CRH, as well as a plethora of domestic players. There are a total of 15 interested parties so far: the three multinationals, nine domestic cement producers and three investment firms.
With 11.3Mt/yr of capacity, Binani Cement is not a small player by international standards. Unusually for an Indian producer, it even has capacity elsewhere, in China and Dubai. It is part of the larger BRAJ Binani Group, which is involved in glass fibre, energy, IT and more. The fact that the cement company is now up for sale really underscores the extent to which India doesn’t need the 100Mt/yr of extra capacity that was highlighted by the Cement Manufacturers Association in September 2017. India could lose 10 Binani Cements overnight and still have enough capacity to meet domestic demand!
Binani’s issues are, at least in part, geographic. It has assets exclusively in the north of India, which has seen weakened homebuilding and infrastructure activities since the implementation of the government’s demonetisation policy, as well as the highest impacts from rising imported fossil fuel prices. The implementation of India’s new Goods and Services Tax (GST), which has increased cement prices, has not helped. The bulk of Binani’s operations are in Rajasthan and Uttar Pradesh, both states far from the coast. When even UltraTech Cement’s profit is down, the squeeze for some smaller producers is becoming too much. On its own Binani cannot handle the heat, but its assets would certainly make a nice addition for a larger player.
In this way, the consolidating Indian cement sector represents a microcosm of the global situation. Binani’s troubles highlight how much better large companies are at spreading the risks of operating in different markets. As discussed in our forthcoming December 2017 issue, the advantages of being a multinational player with a large number of geographical markets appears to be gradually returning once again, with smaller regional players once again suffering from geographical disadvantages.
Of course, in an environment ripe for consolidation it is very interesting to note that CRH is among the international players linked to Binani. It clearly wants the benefits of being a fully-fledged multinational and is going full-steam ahead to get there. It has spent Euro1.34bn on 27 acquisitions of various sizes in 2017, most notably the on-going purchase of Ash Grove Cement in the US. It is making a strong case to purchase PPC in Africa and a larger Indian base makes sense for the company in the longer term. It lost out on Lafarge India’s assets to Nirma in 2016.
We can be sure that the pace of mergers and acquisitions will continue to grow in the rest of 2017 and into 2018 in India and elsewhere. Would you bet against CRH pulling off an Ash Grove, PPC and Binani ‘triple?’ With the group finance director Senan Murphy stating that there was additional room for expansion in 2018, its intent certainly can’t be faulted.
CRH, LafargeHolcim and HeidelbergCement among 15 firms interested in bankrupt Binani
22 November 2017India: As many as 15 companies have shown interest in Binani Cement, which is facing bankruptcy proceeding from its lenders, according to senior officials quoted by India’s The Economic Times. Among them are Ireland-based CRH, Swiss-based LafargeHolcim and Germany’s HeidelbergCement, each of which have shown interest in response to initial bids called by the resolution professional. Other bidders include local firms India Cement, Orient Cement, Ramco Cement, Shree Cement, UltraTech Cement and Piramals. Senior officials said that a total of nine domestic players and three financial investors have shown interest in the company.
The bidders will provide a binding bid with a detailed resolution plan, which would involve acquiring equity and recasting the debt, by 22 December 2017. The bidders will have to provide plans to either acquire the company fully or acquire its assets only. Binani has a manufacturing capacity of 11.3Mt/yr, with integrated plants in India and China and grinding units in Dubai, UAE.
Competition body rejects Binani Cement’s appeal to relax fine
18 January 2017India: The Competition Appellate Tribunal (COMPAT) has rejected an appeal by Binani Cement to waive paying a 10% deposit of a US$25m fine that was given to it by the Competition Commission of India (CCI) for cartel-like behaviour. COMPAT said that the cement producer had failed to add any further information to the situation or pointed out any errors in the procedure, according to the Press Trust of India. In August 2016 the CCI imposed fines of nearly US$1bn on cement producers including ACC, ACL, Binani, Century, India Cements, JK Cement, Lafarge, Ramco, UltraTech, Jaiprakash Associates and the Cement Manufacturers Association for alleged cartelisation activity.
In November 2016, the COMPAT delayed the CCI condition that the cement producers deposit 10% of the fine. However, Binani Cement requested to waive the deposit on grounds of severe financial hardship. Binani Cement now potentially faces interest charges on top of the deposit as its appeal was dismissed.
India: The Competition Appellate Tribunal has set aside a US$945m penalty imposed on 11 cement firms by the Competition Commission of India (CCI) on accusations of cartel behaviour and asked the fair trade regulator to resubmit the case. The Tribunal also allowed the cement manufacturers to withdraw the 10% penalty amount already deposited with the CCI, according to the Press Trust of India.
The judgement follows appeals filed by the cement firms and their industry body, the Cement Manufacturers Association, against the two CCI orders passed in June - July 2012. The cement companies included ACC, Ambuja Cements, Binani Cements, Century Textiles Ltd, India Cements, JK Cements, Lafarge India, Madras Cements, Ultratech, JP Associates and Shree Cements.
The CCI had passed the orders after an investigation into complaints, including from Builders Association of India (BAI), against alleged price collaboration between cement firms.
The orders were later challenged at the Competition Appellate Tribunal, which ordered that 'the impugned order is set aside and the matter is remitted to the CCI for fresh adjudication of the issues relating to alleged violation" of the relevant sections of the Competition Act.'
CCI imposes US$66.2m penalty on Shree Cement
19 June 2014India: The Competition Commission of India (CCI) has imposed the penalty on Shree Cement while issuing the final order in a case against cement manufacturers and their trade body, the Cement Manufacturers Association (CMA).
"The Commission has imposed a penalty on Shree Cement Ltd at the rate of half of its profits for the years 2009 - 2010 and 2010 – 2011, aggregating to US$66.2m," said the CCI. The CCI added that it had, "Found 11 cement manufacturers, including Shree Cement and the CMA, in contravention of the provisions of the Competition Act 2002, which deal with anti-competitive agreements, including cartels." It asked Shree Cement to refrain from such anti-competitive activities in the future.
With regard to the other companies, the CCI said that as they were fined earlier, it was not imposing any penalty on them again for the same period of contravention. In June 2012 the CCI imposed a US$1.05bn fine on 11 leading cement makers, including ACC, Ambuja Cements, UltraTech, India Cements, Binani Cement, JK Cement, Madras Cement, Lafarge and Jaypee Cement. The industry body CMA was also fined US$121,717.