EXPORTING SUGAR FROM BRAZIL

SHREE SWAMI SUGAR MILLS INDIA PRIVATE LIMITED

Group members:

PRODUCT SUGAR
About 20% of the world's supply of sugar is derived from sugar beet, the vast majority of which is produced in industrialized countries (France and USA are the top producers; Source: FAOSTAT), while the remaining 80% is derived from sugarcane, mainly produced in developing countries (Brazil, India, EU and China are the top producers; Source: FAOSTAT) and under tropical climates. Sugar cane is a sub-tropical and tropical crop that prefers lots of sun and lots of water. Sugarcane crop typically takes about 12 to 18 months to reach maturity and is harvested by chopping down the stems but leaving the roots so that it re-grows in time for the next crop. The plantation of sugarcane usually starts in the beginning of June and the crushing season begins in October. Generally, the costs of producing sugar from sugar cane are lower than those in respect of processing sugar beets. Sugar cane is a hardy crop which can stand climatic extremities without a significant decline in crop yield or sugar recovery. Sugarcane offers production alternatives to food, such as feed, fibre and energy, particularly biofuels (sugar-based ethanol) and/or co-generation of electricity. Sugarcane is generally regarded as one of the most significant and efficient sources of biomass for biofuel production, and given expectations of rising oil prices, the considerable potential for expansions in production for biofuel feedstock has resulted in a heightened focus on sugar as an internationally traded commodity. Cane sugar is the primary source of internationally traded sugar, as sugarbeets are grown and processed almost exclusively for internal domestic markets Specifications for sugar purchases will vary according to the specific applications of the end users, with trade volumes and prices broadly categorized as raw or refined types of sugar. Sugar polarity, or degree of refining purity, is a measurement of the degree of purity of the sugar (based on molasses content), how close the color of the sugar is to pure white and dextran content. Dextran is the fibrous content of the sugar that develops when sugarcane is cut during harvest, which tends to make refining the cane more difficult. Polarization is what distinguishes raw from refined sugar, with polarity at 100 percent signifying pure refined sugar. Raw sugar trades according to various polarity specifications, based

upon the specific needs of refining and processing facilities as well as refinery sugar production costs. There are four general sugar product types trade in international markets based on polarity: refined (white) sugar; semi-refined or direct white (also called plantation white); very-high polarity raw sugar (VHP); and standard raw sugar. Polarity is a key determinant of raw and refined sugar pricing. World Sugar Balance 2010/11 2009/10 Change in mln t 7.476 3.300 in % 4.66 2.01

(mln tonne, raw value) Production Consumption Surplus / Deficit Import demand Export availability End Stocks 168.045 167.849 0.196 50.309 50.496 58.808 160.569 164.549 -3.980 53.393 53.023 58.799 35.73

-3.084 -2.527 0.009

-5.78 -4.77 0.02

Stocks/Consumption ratio in% 35.04

Source: ISO Quarterly Market Outlook, February 2011

SUGAR REQUIREMENTS OF SOME OF THE COUNTRIES EU EYES SUGAR SALES, IMPORTS TO CURB SHORTAGE EU would approve extra sugar imports and the sale of out-of-quota sugar on the EU market to address an expected supply shortage and to curb rising prices. The European Commission said it would open an autonomous import quota for sugar from any non-EU country, but there were no details on the total volume of the quota or any tariffs that may apply. The Commission's plans to approve the sale of EU outof-quota sugar on the domestic market appeared to confirm the reversal of its decision to export 350,000 tonnes, which it announced in November but subsequently delayed. Out-of-quota sugar refers to excess sugar produced above EU national quotas, which is often sold on world markets as, unlike quota sugar, it does not benefit from a guaranteed EU minimum sale price.

INDONESIA PERMITS TO IMPORT 2.43 MLN T RAW SUGAR Indonesia has issued permits to import 2.43 million tonnes of raw sugar for 2011, an increase of 5% from 2010. The raw sugar, which could come from Thailand, India and Australia, will be processed into refined sugar and sold to Indonesia's food and beverage industry. JAPAN RAISES 2010/11 SUGAR IMPORT ESTIMATE Japan has revised up its sugar import estimate for the year to September 2011 from three months ago as local sugar beet output fell more than expected. Japan now estimates sugar imports for the current sugar year at 1.372 million tonnes on a refined basis, up 10.3% from a year earlier. In September, sugar imports in 2010/2011 were estimated at 1.265 million tonnes. If annual imports were at 1.372 million tonnes, that would be the highest level since 2007/2008. Major foreign sugar suppliers to Japan are Thailand, Australia and South Africa. RUSSIA MAY CUT RAW SUGAR IMPORT TARIFF FROM MARCH The customs union of Russia, Kazakhstan and Belarus may cut import tariffs for raw cane sugar to $50 per tonne from March following a drop in domestic beet sugar production due to a drought. Currently, the tariff is $140 per tonne, unchanged from October 2010. Brazil, Cuba and Thailand are the main raw sugar suppliers. Russia, the world's third-largest sugar buyer, imported 1.94 million tonnes of raw sugar in January-October last year, up 59.7% year-on-year. THAILAND SUGAR ESTIMATE SEEN RISING BY 100,000 TONNES The Cane & Sugar Board may revise its output forecast for the crop year ending Sept. 30 to around 7 million tonnes from an earlier estimate of 6.9 million tonnes. Cool weather is aiding harvesting and the crop quality also looks good. Area under cane plantation also increased to 1.1 million hectares this year from about 1 million hectares in 2009/10. Sugarcane yields are as high as 110 kilograms a tonne, up 10%. Sugar crushing in Thailand, the largest exporter after Brazil, began in endNovember and will likely continue until May.

COUNTRY FOR OPERATIONS BRAZIL

Brazil is the world leader in sugar exports, a position it has held for several decades, and one that it does not seem to be relinquishing any time soon. In fact, Brazils sugar exports are increasing yearly. Brazils sugar successes are due to many factors. With a sugar industry that is almost 500 years old, Brazil certainly has plenty of experience in the arts of growing, processing, and refining sugar. Some of Brazils success can be attributed to the geographic features of the country. Brazil is a very large country with vast swathes of cultivatable land, and a climate suited to sugar cane growing. Much of the Sao Paulo region of Brazil in the center south of the country has now been turned over to the production of sugar cane because its large flat fields are ideal for growing sugar cane. That is only part of the formula of Brazils sugar success however. Not content to rest on its environmental laurels, Brazil strives constantly to improve the way it

grows and processes sugar cane. There are currently over sixty strains of Brazilian sugar cane in Brazil, the bulk of which have been developed over the years by Brazilian sugar scientists. Compare this with the six strains of sugar cane commonly used in Thailand, the worlds second largest sugar exporting country, and it is easy to see the extra resources which have been invested in the Brazilian sugar industry. The various strains of sugar cane are designed to adapt to different growing conditions and also to provide optimal material for processing. For example, there are special high sucrose strains of sugar cane which yield much more sucrose per cane than typical sugar cane, and then there are other strains of sugar cane that can survive and thrive in conditions that normal sugar cane could not withstand, such as particularly dry, non fertile or hard soil. The Brazilians have even gone so far as to sequence the sugar cane genome, so dedicated are they to fully understanding their business, and the plant that underlies the multi billion dollar industry. Brazils sugar mills and refineries are also models of efficiency. Most major mills spend thousands of dollars a year, if not millions, monitoring efficiency and ensuring that unnecessary costs are not incurred. Water, sugar cane fiber, even pieces of dirt are all recycled and reused in Brazilian sugar mills. This has paid great dividends for the industry as a whole, and Brazils sugar mills and refineries are now the most efficient in the world. During (Marketing Year) MY 2011/12, sugarcane production is projected at 631 million metric tons (mmt), up 2 percent from MY 2010/11. The CS region is expected to harvest 569 mmt of sugarcane, up 12 mmt up vis--vis the previous crop, primarily due to a likely increase in the area for harvesting, especially from new units and those which began operations in the past 3-4 years, notably in Mato Grosso, Mato Grosso do Sul, Goias and Minas Gerais. ATO/Sao Paulo forecasts the North-Northeastern (NNE) production for MY 2011/12 at 62 mmt, a slight increase (1 mmt) from 2010/11. Approximately 30 units started the crushing in the CS as early as late March of 2011 and 44 units should begin operations in early April. However, the bulk of mills will start crushing as of mid-April/early May given that the development of sugarcane stocks is somewhat late.

For MY 2011/12, total sugarcane area is forecast at 9.65 million hectares (ha), a 8 percent increase from MY 2010/11 (8.95 million ha). Total area harvested for MY 2011/12 is forecast at 8.89 million ha, up 400,000 ha from previous crop. (8.49 million ha). Only five new units are expected to start crushing in 2011, quite below the number of new investments in previous years. Poor sugar and ethanol prices in 2007 and 2008, and the world financial crisis in October 2008, limited the availability of credit, thus significantly reducing investments in green fields. The table below shows sugarcane harvested area, according to the Ministry of Agriculture, Livestock and Supplys (MAPA) National Supply Company (CONAB), and the Agricultural Economics Institute (IEA) of the State of Sao Paulo Secretariat of Agriculture. 2005 Brazil Sao Paulo 5,339. 4 3,120.6 2006 5,529.6 2007 6,016.0 2008 7,088. 9 4,614.7 2009 7,409.6 2010 8,033.6

3,436.8

3,907.4

4,937.9

5,135.3

Table: Area harvested to Sugarcane (1000 ha)

ENTRY MODE SELECTION

SHREE SWAMI SUGAR MILLS INDIA PRIVATE LIMITED will have a wholly owned subsidiary in Brazil which will export raw and refined sugar. STRATEGY Acquisition of a sugar-ethanol company called Vale do Iva, in the state of Parana, Brazil Vale do Iva is located close to the ports and owns logistic assets Installed crushing capacity of 3.1 million tons in two mills: So Pedro do Iva & Cambu Enterprise Value of the company = USD 240 mn Approximately USD 82 Million outgo for SSSMIPL and the rest debt in the acquired company Debt Terms: 3 yrs moratorium +5 yrs principal repayment About Vale do Iva Established in 1981 by the Longo family One of the main sugar and ethanol players in the state of Paran Cane cultivation on over 18,000 ha of land on long lease Currently the company has an installed crushing capacity of 3.1 million tons in two mills: So Pedro do Iva (PR) & Cambu (PR) Part ownership of common logistics infrastructure including port terminal and railside storage terminal

Manufacturing Facilities So Pedro do Iva : Main facility since the group was established

 Cambu: Ethanol distillery located in Marialva and is the 2nd Grupo Vale do Iva manufacturing facility in Paran. It was acquired in 2008 from Cooperativa Agroindustrial Cocari Fronteira: This ethanol plant located in Fronteira, in the state of Minas Gerais is excluded from the Sale Strengths High percentage of Owned cane: VDI has over 18,000 hectares of its own land on long lease (72% own cane compared to 50% average for Center-South Brazil) Export oriented location with proximity to port: VDI holds strategic stakes in several logistics assets including terminals for storage and transportation of sugar and ethanol at the port of Paranagua Logistics The average distance between VDI processing plants and sugarcane farm is around 14 km, decided logistics advantage Vale do Ivai owns equity in four logistics organizations that contribute to make it very competitive for export logistics Located close to ethanol distributors and the Port of Paranagua (551 km) , VDI can ship out goods by road or rail (with numerous transfer and storage options) Port of Paranagua ranks 2nd in terms of the volume of sugar handled, behind Santos VDI holds a key strategic stake in PASA the automated sugar storage and shiploading terminal at Paranagua port

INTERNAL ENVIRONMENT
The Corporation has to address several specific concerns as a matter of urgency, and they may be summarized as follows. Shortage of Skilled Personnel There is a shortage of managerial and technical skills in every major area of activity. A human resource development programme is being implemented. There is in place an aggressive recruitment drive, but while there has been some success in attracting young graduates, existing remuneration packages are inadequate to bring aboard the more experienced and qualified to the extent that they might be available. Serious attention needs to be given to the skills required for the technical planning and implementation of the rehabilitation programme. Labour Turnout Reducing labour turn out could emerge as one of the more intractable problems facing the business, given the Brazilian industrial development and the emergence of other new businesses as the economy opens up. Competition for labour will drive labour rates up beyond the recent increases and further undermine the viability of the industry. Capital Expenditure Programme The capital expenditure programme during the period of the Strategy needs to be carefully determined recognising the industry's objectives and funding sources. Any plan requiring capital investment that cannot be sourced must be deemed unrealistic. A pragmatic development programme must recognise the realities of the environment if it is to be achieved. The proposed capital expenditure may appear large but is in fact reasonable, given the age of the equipment in the factories and after making allowance for what can be considered a normative annual capital programme for factories.

Cost of Production The rising cost of production and declining profit levels with the concomitant deteriorating cash generation has to be addressed urgently. While the declining average sugar prices might level off by the end of the period, it is not clear by how much they will fall in total, and the rate at which the cost of production has been escalating cannot be sustained over the years. There is need for radical review of the industry's cost structure, as the industry has emphasised on a number of occasions. This is perhaps the most daunting challenge faced by the sector. Water Availability and Drainage No significant expansion of cane production can be achieved until the issue of water availability is resolved. It would therefore be in the best interest of the industry's long term future to ensure that the right conditions are created for expanded sugar production. Dealing adequately with this issue will require additional investment, in amounts not yet quantified. Drainage capacities need to be increased to improve yields and sustain them in wetter than average years. This also will require additional investment beyond that which is included in the proposed investment programme. Prices International markets are reasonably secure in the short term in current prices, but that may imply a continuing slight decline each year in real terms. In the medium term, prices will be influenced by policy decisions and by exchange rate fluctuations, and the prospects that they will decline substantially are much greater than the possibility of an increase. One indicator of the pressure for price reductions in Europe is found in the fact that fully two-thirds of European producers' income arises from governmental intervention, which means that the cost is paid by European consumers.

Agricultural Strategy, Basic Assumptions, and Common Parameters The cane yields are expected to continue to increase based on the continuing timely availability of soil ameliorants, fertilisers, agrochemicals, and water, and that machine availability will continue to be sufficient to allow a sustained annual replant programme of 20 percent of the cane area reaped for the mill, with the concomitant maintenance of the industry infrastructure, particularly canals, drains, and roads. For the present purposes, it is assumed that the Drainage and Irrigation Board plans to clean the canal and reduce seepage losses will proceed. If the projected long-term yields are to be achieved, the planned improvements to drainage systems must progress as rapidly as possible. The continuation of the specific pest and disease control programmes initiated should have removed significant limitation to production at the majority of estates. It is assumed that there will be no significant incursion of any exotic pest or disease in the short term. The cane transferred from the fields of one estate to the factory of another is processed at the tons cane/tons sugar (tc/ts) ratio of the receiving factory. The sugar so produced, with the cane that give rise to it, is incorporated into the field production schedules of the cane producing estate. It is taken as a reasonable view, based on long-term rainfall patterns, that in each year 40 percent of total cane should be crushed in the first crop period and 60 percent in the second. The distribution of acres reaped for the mill between the first and second crops period is then predicated on the relative cane yield potentials of the two cropping periods This is expected given the rainfall and distribution patterns through the boom periods of growth of each crop. It is expected that the production in the field and at harvest will not be constrained as a result of labour shortages for such critical operations as planting and cane cutting. In case labour shortages occur for fertiliser application, manual weeding, canal cleaning and herbicide application, mechanical or aerial systems can be substituted.

Factory Rehabilitation The Strategy has addressed the issue of factory rehabilitation while considering the following technical objectives: to ensure the ability of the factories to process enough cane at lowest possible cost to satisfy market demand for sugar; to safeguard ongoing production by phasing out unreliable obsolete factory plant and where possible, using second hand plant from closed factories without compromising factory time efficiencies; to improve factory sugar recoveries by applying proven modern sugar technology, within accepted financial investment strategies; to plan and phase project implementation to provide minimum disruption to ongoing operations; to provide a minimum-cost option that satisfies the above criteria.

Capital Costs When assessing the capital costs, the prices used were those from traditional sources. During the execution of the strategy, alternative prices from third world countries and available second hand equipment will be fully explored. A major factor influencing capital cost is the requirement to expand factory capacities to suit available cane supplies. Both the available grinding hours and crop length need to be considered when sizing factory throughputs. Operating Costs Reductions in unit costs of labour and materials are expected (in constant value terms) through a continuation of programmes already in place. This reflects further improvements in management control and reduced maintenance costs as equipment that is expensive to maintain is replaced under the capital programme.

Manpower Human Resources Development There is significant lack of qualified and experienced staff in all areas, but particularly in factory engineering. Every effort is being made to recruit suitably qualified Brazilian to meet immediate and medium term needs in these key areas. At the same time, the investment in capital expenditures to improve factory operations through new technology, upgrading agronomic research, practices to improve field productivity, and the installation of effective information systems and enhanced technical and managerial competence. A comprehensive manpower development and succession plan is drawn up which identify a number of strategies designed to develop competent managerial and technical staff for the future. This plan will be regularly reviewed during the next five years to ensure that it is responsive to the development needs of the industry. Emphasis will continue to be placed on the cadetship scheme, the management trainee scheme for engineers, supervisory training and apprentice training. Similar programmes, including training will continue to provide for the development of the requisite agricultural managerial skills. There will be continuing emphasis on specific technical programmes, locally and overseas, relevant to the new technology being introduced into the industry. At the most senior level the training will be supplemented with attachments to comparable operational units overseas to provide relevant experience. In-house training will continue, together with programmed attachments to relevant operational units within the industry, in order to expand the appreciation of senior jobs, as well as other jobs at the lateral level. A fundamental aim of the manpower development efforts is to replace systematically expatriate staff over the period with suitably qualified and experienced Brazilian, recruited both locally and from overseas, while maintaining high operating standards.

External Environment
Economical Environment

Brazil is the largest economy is South America. It has a Gross Domestic Product of $2.09 trillion and is ranked ninth in the world. Gross Domestic Product or GDP is the sum of all goods and services produced by the country in a given year. GDP includes total consumer, investment, and government spending, and exports minus imports. Brazil also has a well-developed service sector, that includes restaurants and taxi services, as well as a mining sector in which its abundant natural resources such as gold, are extracted and exported around the world. Brazil has also become an important trade partner as its presence has been noticed in the world market. In Brazil, 34% of people live below the poverty line. There is a huge difference in income between the rich and the poor in Brazil. Brazils wealth is evident in its booming cities of Rio de Janeiro, Sao Paulo, and Salvador.

With a gross domestic product (GDP) exceeding $2 trillion, Brazil is among the worlds top 15 economies and represents about half of South Americas economic output. Although economic growth slowed in 2009, due largely to the global financial crisis, the International Monetary Fund (IMF) predicts Brazils economy will expand an estimated 5.5% in 2010.

Brazil has been weathering the turmoil in the global economy relatively well due to strong consumer demand, policies that have promoted fiscal discipline, and a banking sector that was less exposed to toxic real estate assets. As a result, the country is now experiencing its fastest economic growth in almost two decades. At the outset of the global downturn, Brazils Central Bank lowered interest rates to spur domestic demand and increase consumption. The move succeeded, and the Bank is now raising rates to curb inflationary pressures.

Brazil is a country rich in natural resources, and its economy depends heavily on commodity exports, specifically minerals and agricultural products. The uncertain outlook in Brazils export markets in North America and Europe means that

fluctuations in global commodity prices will have a significant impact on Brazils prospects going forward.

Characterized

by

large

and

well-developed

agricultural,

mining,

manufacturing, and service sectors, Brazil's economy outweighs that of all other South American countries, and Brazil is expanding its presence in world markets. Since 2003, Brazil has steadily improved its macroeconomic stability, building up foreign reserves, and reducing its debt profile by shifting its debt burden toward real denominated and domestically held instruments. In 2008, Brazil became a net external creditor and two ratings agencies awarded investment grade status to its debt. After record growth in 2007 and 2008, the onset of the global financial crisis hit Brazil in September 2008. Brazil experienced two quarters of recession, as global demand for Brazil's commodity-based exports dwindled and external credit dried up. However, Brazil was one of the first emerging markets to begin a recovery. Consumer and investor confidence revived and GDP growth returned to positive in 2010, boosted by an export recovery. Brazil's strong growth and high interest rates make it an attractive destination for foreign investors. Large capital inflows over the past year have contributed to the rapid appreciation of its currency and led the government to raise taxes on some foreign investments. President Dilma ROUSSEFF has pledged to retain the previous administration's commitment to inflation targeting by the Central Bank, a floating exchange rate, and fiscal restraint.

GDP (purchasing power parity): $2.172 trillion (2010 est.) and ranked 9 in the world. GDP (official exchange rate): $2.09 trillion (2010 est.) GDP - real growth rate: 7.5% (2010 est.) and ranked 30th in the world GDP - per capita (PPP): $10,800 (2010 est.) and ranked 102th in the world GDP - composition by sector Agriculture: 5.8% Industry: 26.8% Services: 67.4% (2010 est.)

Labor force: 103.6 million (2010 est.) and ranked 6th in the world Unemployment rate: 6.7% (2010 est.) and ranked 65th in the world

Population below poverty line: 26% (2008) Labor force: 103.6 million (2010 est.) and ranked 6th in the world Unemployment rate: 6.7% (2010 est.) and ranked 65th in the world

Population below poverty line: 26% (2008) Investment (gross fixed): 18.4% of GDP (2010 est.) and ranked 112th in the world Budget: Revenues : $485.5 billion Expenditures: $572.3 billion (2010 est.) Taxes and other revenues: 23.2% of GDP (2010 est.) and ranked 127 th in the world Budget surplus (+) or deficit (-): -4.2% of GDP (2010 est.) and ranked 123th in the world Inflation rate (consumer prices): 5% (2010 est.) and ranked 146th in the world Commercial bank prime lending rate: 39.992% (31 December 2010 est.) and ranked 2th in the world 44.65% (31 December 2009 est.) Industrial production growth rate: 10.5% (2010 est.) and ranked 26th in the world Exports: $201.9 billion (2010 est.) and ranked 24th in the world Exports - commodities: transport equipment, iron ore, soybeans, footwear, coffee, autos Exports - partners: China 12.5%, US 10.5%, Argentina 8.4%, Netherlands 5.4%, Germany 4.1% (2009) Imports: $181.7 billion (2010 est.) and ranked 22th in the world Imports - commodities: Machinery, electrical and transport equipment, chemical products, oil, automotive parts, electronics Imports - partners: US 16.1%, China 12.6%, Argentina 8.8%, Germany 7.7%, Japan 4.3% (2009) Reserves of foreign exchange and gold: $288.6 billion (31 December 2010 est.) and ranked 7th in the world

Debt - external: $346.5 billion (31 December 2010 est.) and ranked 26 th in the world Stock of direct foreign investment - at home: $368.4 billion (31 December 2010 est.) and ranked 14th in the world Stock of direct foreign investment - abroad: $128.9 billion (31 December 2010 est.) and ranked 23th in the world Exchange rates: reals (BRL) per US dollar -1.77 (2010)

Political Environment

Brazil is a federal republic. Similar to the United States, democracy is the foundation of a federal republic in which the public elects its officials and representatives. Brazilians are required by law to vote if they are between the ages of 18 and 70. Like the United States, the Brazilian government is broken up into three branches, the Executive Branch, the Legislative Branch, and the Judicial Branch that perform checks and balances on one another in order to prevent one branch from becoming more powerful than the next. In 2006, both men were re-elected with a 60.83% popular vote. The president can only hold two terms of four years. The Legislative Branch is a bicameral (two branch) National Congress consisting of the Federal Senate (Senato Federal) and the Chamber of Deputies (Camara dos Deputados). Each of the 27 Brazilian states sends three representatives to the Senate. Brazil returned to democracy from military rule in 1985. In an effort to repair past abuses, in 1988 a new constitution emphasizing human rights was adopted. In addition, the country sought to repair its economic model and began opening its economy to trade, abandoning import substitution, and privatizing state owned enterprises. Brazilian import substitution industrialization (ISI) began in the 1930s under the Vargas regime and involved tariff barriers and currency devaluation to retard imports (and increase exports). In the Brazilian context, ISI was intended to stimulate industrialization through application of government capital projects for heavy industry and infrastructure, private capital for consumer products, and foreign capital for durable goods. For example, during the 1950s and 1960s Volkswagen,

Ford, GM and Mercedes all established Brazilian operations. The goal of ISI is to emphasize domestic production and export higher value-added goods. Unfortunately Brazils economy stagnated behind these barrier and its products were not competitive on world markets. A key part of Brazils economy since the 1980s is its stance on trade. Brazil is a founding member of Mercosur the southern cone trading bloc which was established in 1991 and also includes Argentina, Paraguay, and Uruguay. While the organizations charter is to promote trade, investment and human flows, it has been accused of trade diversion and blocking U.S. efforts to create the Free Trade Area of the Americas (Council on Foreign Relations 2009). Brazil became a member of the WTO on January 1, 1995. Brazil is granted MFN status by the U.S. as well as the European Union and the other members of the World Trade Organization (WTO). Brazil is a federative republic with 26 states and a capital district. It has a vigorous multi-party system with 20 parties represented in its congress. The quality and efficiency of government services and infrastructure is poor surprising given the high amount of government spending as a percentage of total GDP. Brazilian politics are characterized by a partisan fractiousness that mirrors the countrys diverse socio-economic make-up. Relations are generally difficult between the executive and the legislature, as well as between federal and state governments. In addition, a tradition of switching parties has made party politics and political strength in Congress fluid. In 2007 the Supreme Court barred members of Congress from party-hopping; however this has yet to forge stronger party loyalty. Political progress requires constant horse-trading that slows the passage of fundamental reforms such as tax policies, widely considered necessary to maintain fiscal sustainability and to accelerate growth to a level that will continue to move Brazil forward. A difficult balancing between promoting business and making progress on social issues undermines the governments ability to meet expectations on all fronts. President Dilma Rousseff took office January 1st, 2011 and is backed by a ten-party coalition representing 70% of Congress. Like her mentor, formerPresident Luiz Incio Lula da Silva, Rousseff faces challenges maintaining a cohesive alliance particularly with the centrist Partido do Movimento Democrtico Brasileiro (PMDB). The PMDB will jockey for political posts since it holds the most

seats in the ruling congressional alliance (across both Chambers) as well as in the Senate. However, in Brazils fragmented Congress the partys absolute number of seats is fairly small. Rousseff is considered a competent technocrat but lacks Lulas charisma. The first months of Rousseffs term were characterized by economic policy continuity, as her government is taking steps to keep inflation low and government spending under control. Although Rousseff is increasingly asserting her autonomy from Lula, balancing the former Presidents power and popularity remains a challenge. Lulas presence will certainly be felt if he has a serious interest in a 2014 presidential bid, as even he has himself hinted before leaving the presidency. Although Brazils ratings for control of corruption (see sidebar) are improving, corruption is an ongoing concern. It is more visible now than in the past because of increased transparency and willingness to prosecute. During his presidency Lula remained skillfully at arms length of the various corruption scandals that touched many of his close allies and PT party. Rousseff emerged relatively unscathed from the resignation of her Chief of Staff Antonio Palocci in June 2011 over allegations of corruption. However, she does not share Lulas level of popularity and in the event of future scandals she may not be given the latitude afforded to the former president. Government type: Federal republic Administrative divisions 26 states and 1 federal district Independence: 7 September 1822 (from Portugal) National holiday: Independence Day, 7 September (1822)

Constitution: 5 October 1988

Legal system: Civil law; note - a new Brazilian civil law code was enacted in 2002 replacing the 1916 code

International law organization participation: Has not submitted an ICJ jurisdiction declaration; accepts ICCt jurisdiction

Suffrage: voluntary between 16 and 18 years of age and over 70; compulsory over 18 and under 70 years of age; note - military conscripts do not vote

Executive branch: chief of state: President Dilma ROUSSEFF (since 1 January 2011); Vice President Michel TEMER (since 1 January 2011); note - the president is both the chief of state and head of government cabinet: Cabinet appointed by the president elections: president and vice president elected on the same ticket by popular vote for a single four-year term; election last held on 3 October 2010 with runoff on 31 October 2010 (next to be held on 5 October 2014 and, if necessary, a runoff election on 2 November 2014) election results: Dilma ROUSSEFF (PT) elected president in a runoff election; percent of vote - Dilma ROUSSEFF 56.01%, Jose SERRA (PSDB) 43.99%

Judicial branch: Supreme Federal Tribunal or STF (11 ministers are appointed for life by the president and confirmed by the Senate); Higher Tribunal of Justice; Regional Federal Tribunals (judges are appointed for life); note - though appointed "for life," judges, like all federal employees, have a mandatory retirement age of 70.

Legal Environment

Brazil is a federative republic, constituting an indissoluble union of States, Municipalities, and the Federal District. Brazils legal system is codified, and laws are issued by the Federal Government, States, and Municipalities, each within its own sphere of authority. Court decisions entail correct application of current Brazilian laws. When no specific legal provision exists, courts decide based upon analogy, custom, and general legal principles. Legal precedents do not bear the force of law in Brazil, though they may play a significant supporting role in specific court decisions. The Federal Constitution provides for the legislative authority of the Federal Government, States and Municipalities, thus avoiding redundancy or overlapping of jurisdictional spheres.

In consonance with principles laid down in the Federal Constitution the legislative authority of the Federal Government supersedes that of States and Municipalities. The Federal Government is thus vested with exclusive authority to legislate on civil, commercial, criminal, procedural, electoral, agrarian, maritime, aeronautical, space, and labor law; expropriation, water, power, informatics, telecommunications, radio broadcasting, monetary system, foreign exchange, credit policy, insurance, foreign trade, mineral deposits, nationality, citizenship, and other matters.

The Federal Constitution authorizes the Federal Government, States and the Federal District to legislate concurrently regarding such matters as: taxation, financial, economic, and prison law; production and consumption; environmental liability and consumer rights; education and teaching; social security, social protection, and health. On such issues, the authority of the Federal Government is limited to setting general guidelines, whereas that of the States and the Federal District is circumscribed by enabling legislation, observing general guidelines of federal legislation. The Federal Constitution is the keystone of the Brazilian legislative system. It ensures the citizen fundamental rights and guarantees, and determines the political and administrative structure of the Federative Republic of Brazil. It defines the respective spheres of authority of the Executive, Legislative and

Judicial Branches; orients the tax system; and provides for economic and financial policy, and the social order. Organization and government of the States is provided for in their own constitutions and laws, observing principles laid down in the Federal Constitution. Brazils main legal texts are Codes, compiling basic legislation. The most prominent of these are: the Civil Code, the National Tax Code, the Penal Code, the Consolidated Labor Laws, the Code of Civil Procedure, and the Code of Penal Procedure. None of these codes takes precedence over the Federal Constitution, which is the supreme law of Brazil.

Cultural Environment Brazils unique cultural heritage has been influenced by a variety of diverse populations and cultures. First inhabited by indigenous tribes over 8,000 years ago, Brazil became a Portuguese colony in the 16th century after it was discovered by Europeans. In 1822 Brazil gained its independence and has since seen an exponential increase in its population as people from around the world settled there. Traditionally a very agriculturally based economy, Brazil is known for its production of sugar, coffee, soy beans, orange juice and beef. Brazil also has very strong service and industry sectors which have fuelled its economy over the last century. The last decade has seen Brazil open up its economy to foreign markets and investment making it the fifth largest economy in the world. Recognised as the largest economy in Latin America, Brazil also benefits from its position as the gateway to the lucrative Mercosur market. A strong diversified economy and unique culture make doing business in Brazil an exciting but often challenging endeavour. Understanding Brazilian business culture and etiquette is therefore essential for successfully doing business in Brazil.

Working in Brazil (Pre-departure) Working practices in Brazil

In most Brazilian cities, working hours are 8:30 am to 5.00pm with an hour or two in the middle for lunch. Businesses are usually open from 9:00am to 7:00pm

Monday-Friday and 9:00-1:00pm on Saturday. Larger businesses and most in Sao Paulo may be open longer hours.

It is important to schedule business appointments at least two to three weeks in advance and confirm them once you have arrived in Brazil. Also try to leave a few hours in between them should they go on longer than anticipated.

Brazilians love socialising and spending time with each other. This is often done over lunches or mid morning coffee breaks which can go on for several hours. Often coffee is served before or during a meeting.

Although Brazilian culture tends to be relatively informal, Brazilians are quite fashion conscious. It is important therefore to dress smartly and conservatively.

o Structure and Hierarchy in Brazilian companies

Brazilian companies tend to have vertical hierarchies where managers at the top make most of the decisions. These positions tend to be dominated by men, but women are slowly gaining employment in executive roles.

Differences in class are still very prevalent in Brazilian society and business culture. Class is mostly determined by economic status and is reflected in the salaries people receive resulting in large disparities of pay and status. There are laws against discrimination, and most class differences in business are subtle.

o Working Relationships in Brazil

Relationships are one of the most important elements in Brazilian business culture. By cultivating close personal relationships and building trust, you will have a greater chance of successfully doing business in Brazil.

The strong importance placed on family relations in Brazil means that often you will find a number of family members working for the same company. This is

especially reinforced since Brazilians prefer to do business with those they know and trust.

o Business practices in Brazil Handshakes are the most common form of greeting between business colleagues. In more informal situations, women will tend to greet each other with a kiss on either cheek while men may briefly embrace. When you meet someone for the first time, it is polite to say muito prazer (my pleasure). Expressions such as como vai and tudo bem are common forms of saying hello once you know someone and can show you are making an effort to know them.

The use of titles and first names vary across Brazilian society. It is polite to address your Brazilian counterpart with their title and surname at the first meeting or when writing to them. Once you know them, it is common to use just first names, or else their title followed by their first name.

An extensive system of regulations combined with a relaxed attitude to time often results in lengthy business interactions. It is imperative not to rush this process however and spend the time to continue developing relationships for negotiations to be successful.

It is common practise in Brazil to hire a despachante, or middleman, to help you in your business dealings. A despachante will help you navigate Brazilian bureaucracy for a nominal fee.

INTERNATIONAL FUNCTIONS
HIGH SEA TRADING High Seas Trading what is it? In short High Sea sale is when the cargo is already loaded on a ship and sailing on the high seas (international waters, under no jurisdiction) without actually being sold to the final buyer yet. Seller is looking for a buyer, while shipment is on the way. Once the cargo is sold, the captain of the vessel is notified to change course and deliver it to the new buyers port. Usually the ship is sailing in a certain direction (example: from Brazil to Middle East). Seller is looking for buyers in destination area (which in this example can be any Middle Eastern country, India, Pakistan, etc.) What is the reason for selling on High Seas? High Sea sale is done to avoid the burden of Local Sales Tax or VAT which would otherwise have to be paid by the final buyer if the cargo was first bought by the importer and then re-sold to the final buyer. What High Sea Sale does, is put the final buyer in the position of direct importer thus saving him an additional tax. For that reason, goods bought on the high seas, while the ship is in international waters are between 25% 5% cheaper for the final buyer (depends on the Local Sales Tax / VAT rate in buyers country). Is High Sea Trading Legal? High seas sale sounds like something done hush-hush in the middle of the ocean like we see in the movies. Which is why you have instinctively raised doubts about its authenticity and legality. Let we assure you, high seas sale is a perfectly legal transaction though the term might have a mysterious ring to it. High sea sale is simply turning the final buyer into direct importer, and thus saving on the Sales Tax / VAT which would have to be paid on the re-sale if the importer was involved as a middle man.

Example of sale on the High Seas Suppose a Candy producer in India needs raw sugar which, if imported, would be more economical for him. But he cannot directly import, as the volumes simply do not justify such direct effort. He, therefore, decides to buy it from a sugar trading company in this country whose main business is import/export of raw sugar. Suppose further that the trading company is in Mumbai where it normally unloads the imported sugar. The candy producer will now have to pay Sales Tax, as the transaction is between two companies (Sugar trading company and Candy producer). You may note that the Sugar trading company has already paid the import duty on the sugar from Brazil. High seas sale enables one to avoid the second dose of taxes. In this example, the Candy producer could have approached the Sugar trading company much before the goods reached the Mumbai port. In other words, the Sugar trading company could have sold the sugar to the Candy producer while the goods were still at high seas. This is possible by suitable endorsement to the document of title to the goods. Because the sugar was sold in high seas, the Candy producer becomes the importer. He now has to pay the Customs duty (which he would have to pay in any case even if he bought the sugar from the Sugar trading company after the cargo has landed in Mumbai) because the Sugar trading company would have passed on the duty liability to him. But now the Candy producer does not have to pay the Local Sales tax / VAT because the movement of sugar from Mumbai to Delhi is not seen as a sale but rather as simple transport from one location to another by the same owner (the Candy producer) without involving any sale. The purpose of the whole procedure, therefore, is to get rid of the final sales tax / VAT liability. It does not matter if the trading company and final buyer are in the same country, what matters is that the final buyer also becomes the importer and does not have to buy the imported sugar locally.

HIGH SEA SALE PRODUCTS White Refined Sugar:

polarization min. 99.80% colour max. 45 Icumsa ash max. 0.04% moisture max. 0.04%

White Crystal Sugar:

polarization min. 99.70% colour max. 150 Icumsa ash max. 0.08% moisture max. 0.08%

Raw Brown Sugar (VHP):

polarization from 99.00% to 99.50% colour between 450 and 1200 Icumsa ash max. 0.15% moisture max. 0.15%

PACKING We can supply as follows:

big bags of 1000 kg 50 kg pp bags 25 kg pp bags 1 kg, 2 kg and 5 kg plastic bags It is not economically viable to use 40' containers for sugar. Final price is cheaper if in 20'.

On a 20' container we put 26 tons of Icumsa 45, and 27 tons of Icumsa 150 and 650/1200.

QUANTITY In our specific case, we prefer to supply smaller volumes (from 150 to 1500 mt per shipment) in containers (up to 27 tons net each, as per buyers' possibilities). It's safer and easier to get smaller volumes. Eventually, we can work full ship loads, but this is not our goal.

Indeed, sometimes we can offer larger volumes, like 10,000 mt or 15,000 mt, provided buyers permit partial shipments. Usually, buyers do not need the sugar to be with them at once. They can buy larger volumes, for weekly shipments, for instance. This can avoid buyers to have large amounts of money blocked.

Buying smallers volumes, in containers, can be cheaper than to buy full ship loads, because freight for chartered vessels became extremely expensive, more expensive than in containers. Also, when in containers, buyers and sellers do not take any risk for demurrage, etc. They know the final cost, in advance. PROCEDURES In case of containers loads (which is our main goal), there is no need for LOI, POF, BCL, etc., from buyers' side. Procedures are very simple, as bellow: 1. Buyers and sellers agree on price and conditions 2. Buyers confirm purchase order, by e-mail 3. Sellers issue Pro Forma Invoice and Sales Contract 4. Buyers sign Pro Forma and Contract and return to sellers, by e-mail 5. Buyers effect the downpayment 6. Upon receipt of downpayment, sellers ship goods 7. Sellers send copy of shippind documents to buyers 8. Buyers effect payment of balance 9. Sellers send original documents by courier

In case balance is paid by LC, following is the procedure: 1. As above 2. As above 3. As above

4. As above 5. Buyers effect the downpayment and open the LC 6. Upon receipt of downpayment and LC, sellers ship goods 7. Sellers give shipping docs to the negotiating bank in Brazil 8. Negotiating bank in Brazil checks docs and if all in good order, pays sellers and send docs to opening bank abroad. SHIPMENT Within 10/20 days after receipt of payment instrument PAYMENT Basically all Brazilian sugar exporters require a downpayment (usually 30%) to close any deal. Balance is against fax of shipping documents (a few sellers accept LC for balance). In our specific case, we must state that we will nof be able to find a reliable supplier to accept 100% LC, as it used to be. Of course, we perfectly understand that buyers do not feel comfortable to put front money to get sugar. That's why we must emphasize, again, the importance to know the reliable sources. By the way, this is a two way road: as there are frauds from the suppliers' side, there are also frauds from the buyers' side, and that's the reason for sellers to require a downpayment. Many "buyers" use to confirm the order, and then they do not open the LC, which can cause much trouble to sellers. We have never experienced the opposite. Our suppliers have never failed, they have always delivered the sugar as per buyers orders.

So, currently, DOWNPAYMENT IS A SINE QUA NON CONDITION TO START BUYING SUGAR IN BRAZIL. Maybe, depending on the buyer, after some shipments, sellers can discuss other terms and conditions. Also, we should say that the big risk in this case is taken by sellers, because they ship the sugar with only 30% guarantee of payment. Their risk is 70%.

We should also say that the current way of payment required by sellers is the best we can expect. We can mention some good advantages, for both, buyers and sellers, when there is no Letter of Credit involved:

lower final cost, because there is no cost to open LCs absence of discrepancies on documentation no risk of warehousing and demurrage cost at discharging port (mainly when transit time is short), because shipping documents have not to go through negotiating banks. They will be sent straight from sellers to buyers.

buyers have not to put all the money in advance. They pay some 30% when putting the order, and then, balance with proof of each shipment. Finally, that's the way the market operates now, mainly for containers

shipments, which is our case.. If we are not able to put some front money, it will be extremely difficult (no to say impossible) to buy sugar in Brazil. That's the current uniform way of payment. PRICES Market price is available from major commodity news services and newspapers. Sugar is mainly quoted at the London Stock Exchange, LIFFE (for Icumsa 45), and New York Stock Exchange (NYSE) for other grades. Buyers must also know that there may be a premium or a discount on the levels of the Stock Exchange. Circumstances will determine the premium or discount. Of course, it's not true that some suppliers can offer sugar much under the Stock Exchange levels, from Brazil. This information is false. Market prices do not change dramatically in a short period of time, and no method exists by which sugar can be traded at lower prices. Much before looking for price, buyers should look for safety with reliable sources.

RETURN ON INVESTMENT DETAILS The company will be making a total investment in of INR 240 Mn to acquire the company of which a sum of INR 82 Mn will be in form of outgo money and INR 158Mn will be raised through equity and debt measures. The company will repay the loan as mentioned earlier . With a crushing capacity of 3.1 Mn tons we expect to have a total production of 240,000 tons at the rate of 8% from sugarcane juice.

The amount of revenue generated from sale of the sugar in finished form in the open market at the current rate of USD 620.5/ton will be USD 192.355 million 158 mn USD debts will be repaid back in form installments over a period of 15 years. The bank allows us to repay loan starting from 3 yrs from the date of commencing of agreement. The interest amount will be repaid back starting three years from the date of agreement. Principle amount will be paid back in installment starting from 5 years from date of commencement. Year 0-3 years 3-5 years 5-15 years premium Zero USD as per agreement USD 1.975 Mn/ year USD 17.775 Mn/ year

Expectation for next 5 years. YEAR 2011-12 2012-13 2013-14 2014-15 2105-16 SUGAR PRODUCED .31Mn tons .356 Mn tons .409 Mn tons .470 Mn tons .540 Mn tons REVENUE (USD) 192.355 Mn 221.20 Mn 254.38 Mn 292.537 Mn 336.417 Mn

The aim of the company is to achieve a profit of USD 48 Mn every year over a period of 5 year from the date of acquisition.