1. - karnataka bank · the company is currently undergoing a corporate insolvency resolution...

Private and confidential

“Request for Resolution Plan-DREAM LAND REALTOR Pvt Ltd.”

REQUEST FOR RESOLUTION PLAN (RFRP) SUBMISSION FOR DREAM LAND REALTOR PRIVATE LIMITED

ISSUED ON BEHALF OF DREAM LAND REALTOR PRIVATE LIMITED, REPRESENTED BY THE RESOLUTION PROFESSIONAL (RP) AND THE COMMITTEE OF CREDITORS (COC)

DATED: 26.2.2018

1. Introduction:

I. Dream Land Realtor Private Limited is engaged in Building Construction Material, Equipment, Civil Engineering and Real Estate. Company is Wholesale Trader of sanitary products & bathroom furniture since 2012 in Delhi.

II. The Net Sales and Net profit / (Loss) for the year ending March 31, 2017 was Rs.1342.18 Lakhs and (Rs. 52.71 Lakhs), and during the period from April 2017 to 21st November 2017 was Rs.199.78 Lakhs and (Rs. 116.76 Lakhs).

III. The company is not in operations at present. There are no employees in the company as on date.

IV. The company is currently undergoing a Corporate Insolvency Resolution Process (“CIRP”) that has been initiated as per the provisions of Insolvency and Bankruptcy Code (IBC) 2016 under the order of National Company Law Tribunal (“NCLT), New Delhi Bench in respect of Company Petition (I.B.) No. 415 (ND)/2017, and the insolvency commencement date under the IBC is November 21,2017.

V. Committee of Creditors (“CoC”) through Resolution Professional (“RP”) is in process of identifying resolution applicant(s) for Dream Land Realtor Pvt Ltd. Hence, Mr. Subhash Chand Agrawal, the Resolution Professional on the behalf of CoC invites Expression of Interest (“EoI”) from investors having adequate financial capability to submit resolution plan for Dream Land Realtor Pvt Ltd under CIRP

2. Transaction Process:

The transaction process shall be completed in following steps:

The Request for Resolution Plan from Dream Land Realtor Private Limited in Form G prescribed as per regulation is attached to this document as Schedule I

Only qualified applicant to submit EOI under this RFRP document

Expression of Interest (EOI) along with attachments to be submitted in the format prescribed as per Schedule II of this document

Sharing of Information Memorandum and other information with the EOI applicant, to facilitate

submission of Resolution Plan, will be on the principle as stated is Schedule III

Query, if any, may be directed to the Resolution Professional on his email only.

Resolution Plan in a sealed envelope marked “Resolution Plan for Dream Land Realtor Pvt Ltd.” to be submitted by the Resolution applicant within the prescribed time limit to the RP at his address in physical form, with an email intimation of sending resolution plan. Documents to be attached are listed in Schedule IV to this document

The sealed envelopes containing resolution plans would be opened before the CoC for evaluation and necessary decision. The evaluation matrix and evaluation criteria attached at Schedule V shall be followed for evaluation of Resolution Plans.

Letter of Intent (LOI) would be issued to successful Resolution applicant, stating the terms on which the proposal would be accepted by CoC. Resolution Applicant has to confirm and comply with


the LOI terms within the stipulated time limit or such extended time limit as may be agreed by the COC.

Communication of decision of the CoC to the Adjudicating Authority

Implementing the decision of the Adjudicating authority

3. The qualification criteria for the proposed transaction is as under:

The applicant must be a ‘fit and proper’ person not under any legal disability to be promoter under section 29A of the Insolvency & Bankruptcy Code, 2016 and other applicable laws including Insolvency & Bankruptcy Code its Rules & Regulations, Companies Act and SEBI Act, regulations and guidelines. A declaration to this effect has to be given by the applicant. The applicant having adequate financial capabilities would submit proof of its effective net worth by means of its financial Auditors’ Certificate in this regard.

4. EOI Submission process and release of Information Memorandum(IM):

a. Expression of Interest (EOI) under RFRP document is to be submitted in compliance with the

forms and requirements as per Schedule II attached to this document

b. Applicant shall submit EOI in sealed envelope along with:

• Non-Disclosure Undertaking (NDU) as per format in Schedule II • Demand Draft of Rs.25,000/- of a scheduled bank in favor of “Dream Land Realtor Pvt

Ltd under CIRP” towards resolution process deposit. This deposit shall be adjusted against the amount of resolution plan of the successful resolution applicant and the deposit shall be refunded to the unsuccessful resolution applicant(s). However, the deposit of the persons, who could not submit resolution plan within the specified time schedule, shall be forfeited.

c. EOI is to be submitted at the following address: • by speed post or Registered post:-

Mr. Subhash Chand Agarwal

Resolution Professional of P K Sales Company Pvt Ltd.

208-C, Pocket-1, Mayur Vihar- Phase-1

Delhi-110091

advance soft copy along with annexures to be mailed to [email protected].

The resolution professional shall release IM to the applicant(s) electronically, on receipt of EOI alongwith above documents and Demand Draft of Rs. 25,000/-.

5. Resolution Plan Submission

A Resolution Applicant shall submit the Resolution Plan and the Security Deposit in accordance with this RFRP document and in compliance with the Insolvency & Bankruptcy Code, 2016 on or prior to 1800 hours IST on 31.3.2018 (“Resolution Plan Submission Date”), at the address provided in clause 4 in the manner and form set out in this RFRP. The Resolution Professional may extend the Resolution Plan Submission Date, subject to providing due notice of such extension on its website and by email to the Resolution Applicant(s). The Resolution Plan submission process is as follows:

1) The resolution applicant shall submit a Demand Draft in favour of “Dream Land Realtor Pvt Ltd under CIRP” for Rs.5,00,000/- (Rs. Five Lakhs only) payable at New Delhi as interest free Security Deposit alongwith submission of Resolution Plan. The Security deposit shall be adjusted against the amount of resolution plan of the successful resolution applicant and the security deposit


shall be refunded to the unsuccessful resolution applicant(s). However, the security deposit of the persons, who could not submit resolution plan within the specified time schedule, shall be forfeited.

2) The resolution plan has to include the following details of the resolution applicant and other 'connected persons' to enable the CoC to reliably assess the credibility of each resolution applicant (and other connected persons) and to scrupulously weed out the ones with criminal backgrounds to take prudent decision while considering the resolution plan for its approval: (i) Identity of the resolution applicant, persons who are promoters or in management or control of the applicant, (ii) Identity of persons who will be promoters or in management or control of the business of corporate debtor during the implementation of resolution plan. (iii) details of holding companies, subsidiary companies, associate companies and related parties: (iv) Conviction for offence, if any, during the preceding 5 (five) years of persons at sl no. (i) to (iii) above; (v) Criminal proceedings pending, if any; (vi) Disqualification, if any, under Companies Act, 2013, to act as a director; (vii) Disqualification, if any, under section 29A of IBC, 2016 and any other provisions of Code, Rules and Regulations made thereunder; (viii) Identification as a wilful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India; (ix) Orders or directions issued by the Securities and Exchange Board of India; or debarment, if any, from accessing, or trading in, securities markets by SEBI, (x) Transactions, if any, with the corporate debtor or its promoter(s)/ Director(s) in the preceding 2 (two) years. In relation to the aforesaid, 'connected persons' has been defined to mean (a) persons who are promoters or in the management or control of the resolution applicant, (b) persons who will be promoters or in management or control of the business of the corporate debtor during the implementation of the resolution plan, or (c) holding company, subsidiary company, associate company and related party of such persons.

3) The Resolution Plan has to identify specific sources of funds to be used for paying the liquidation value due to dissenting creditors.

4) The resolution applicant shall submit resolution plan within the time given in the RFRP in accordance with the provisions of the I.B.Code, 2016, in order to close the resolution process as early as possible.

5) Resolution Plan shall provide for continuance of operation with maximum value to each stakeholder(s), accordingly, Resolution Applicant shall make a statement as to how Resolution Plan has dealt with the interests of all stakeholders, including FCs and OCs of the CD.

6) The Bid submitted by Resolution Applicant shall be final and no negotiation shall be conducted in any manner with the Resolution Applicant.

7) CoC shall evaluate the Resolution Plan submitted by Resolution Applicant on the basis of Evaluation Matrix and evaluation criteria as set out in Schedule-V. The CoC shall also carry out due diligence of every resolution plan to satisfy itself that (i) the plan is viable, and (ii) the person who have submitted the plan and who would implement the plan are credible, to avoid the plans which may lead to the liquidation post resolution, and select the most suitable plan


under the circumstances.

8) COC/ Resolution Professional has the right to cancel or modify the process without assigning any reason and without any liability. This is not an offer document and is issued with no commitment.

9) COC / Resolution Professional reserve the right to withdraw RFRP and change or vary any part thereof at any stage and also reserve the right to disqualify any prospective applicant without assigning any reason thereof, should it be so necessary at any stage.

10) No oral conversations or agreements with the Resolution Professional or any official, agent or employee of the Resolution Professional, the Company or any member of the COC, shall affect or modify any terms of this RFRP.

11) Neither the applicant nor any of the applicant’s representatives shall have any claims whatsoever against the Resolution Professional or any member of the COC or any of their directors, officials, agents or employees arising out of or relating to this RFRP.

12) By submitting a proposal, each applicant shall be deemed to acknowledge that it has carefully read the entire RFRP document and has fully informed itself as to all existing conditions and limitations.

6. Schedule of Resolution Plan Submission Process

S.No Event Description Date

1. Release of Advertisement 26.2.2018

2. Release of RFRP document 26.2.2018

3. Access to Information Memorandum Immediately following release of RFRP, subject to submission of EOI along with executed NDU and Rs 25,000 towards Resolution process deposit

4. Last date for submission of queries 21.3.2018. Queries will be raised on email only.

5. Resolution Plan Submission Date On or before 31.3.2018

6. Bid opening process Bids shall be opened in the CoC meeting in presence of members

7. Declaration of the Successful Resolution Applicant and issuance of Letter of Intent (“LoI”) by the CoC

On or before 15th April, 2018 by email

8. Acceptance of LoI from Successful Resolution Applicant

Within 7 days of issuance of LoI

9. Submission of final application to NCLT for approval of Resolution Plan

As per regulation


10. Approval of NCLT regarding the Resolution Plan of Successful Resolution Applicant

As per NCLT order

The Resolution Professional may extend / advance any of the timelines as specified in this clause, subject to providing due notice of such change to the Resolution Applicant(s), by email.

Resolution Plan Evaluation Process

The evaluation process of the Resolution Plan(s) submitted by the Resolution Applicants shall comprise of the following steps:

Step I – Submission and Receipt of Resolution Plans;

Step II –Evaluation of Resolution Plans by the CoC in consultation with the Resolution Professional;

Step III –Due Diligence of Resolution Applicant(s) by CoC;

Step IV - Approval of the Resolution Plan of Successful Resolution Applicant by the CoC

Step V- Declaration of Successful Resolution Applicant and issuance of Letter of Intent to the Successful Resolution Applicant;

Step VI – Acceptance of the Letter of Intent by the Successful Resolution Applicant and submission of the Performance Bank Guarantee (PBG).

Step VII – Approval of the Resolution Plan by the Adjudicating Authority; and

Step VIII- Execution of Definitive Agreements with the Successful Resolution Applicant.

LIST OF SCHEDULES

SCHEDULE I – FORM G

SCHEDULE II – Format for Expression of Interest and Non-Disclosure Undertaking under RFRP document

SCHEDULE III –Information Sharing Rules

SCHEDULE IV – Supporting Documents to be attached with proposed Resolution Plan

SCHEDULE V - Illustrative Resolution Plan Evaluation Matrix and criteria


“SCHEDULE I”

“Form G Invitation of Resolution Plans

(Under sub-regulation (5) of regulation 36A of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016)

FOR THE ATTENTION OF THE PROSPECTIVE RESOLUTION APPLICANTS OF

DREAM LAND REALTOR PRIVATE LIMITED Sl. No.

Particulars

1 NAME OF CORPORATE DEBTOR Dream Land Realtor Private Limited

2 DATE OF INCORPORATION OF CORPORATE DEBTOR 21st March, 2007

3 AUTHORITY UNDER WHICH CORPORATE DEBTOR IS INCORPORATED /REGISTERED

Ministry of Corporate Affairs, Registrar of Companies(Roc)- New Delhi

4 CORPORATE IDENTITY NUMBER / LIMITED LIABILITY IDENTIFICATION NUMBER OF CORPORATE DEBTOR

U45200DL2007PTC160911

5 ADDRESS OF THE REGISTERED OFFICE AND PRINCIPAL OFFICE (IF ANY) OF CORPORATE DEBTOR

102A, Manglam Paradise, Plot No. 8, Manglam Place, Sector-3, Rohini, Delhi-110085

6 INSOLVENCY COMMENCEMENT DATE IN RESPECT OF CORPORATE DEBTOR 21st Nov, 2017 (As per order dated 21.11.2017 of NCLT, New Delhi in Company Petition No. (l8)-415 (ND)/2017

7 ESTIMATED DATE OF CLOSURE OF INSOLVENCY RESOLUTION PROCESS

19.05.2018 (180 days from Insolvency commencement date)

8 DATE OF ISSUE OF INFORMATION MEMORANDUM 14.12.2017

9 MANNER OF OBTAINING THE INFORMATION MEMORANDUM BY THE

PROSPECTIVE RESOLUTION APPLICANTS

Electronically after submission of Expression of Interest along with Non- Disclosure Undertaking & Rs 25,000 towards resolution process deposit

10 DATE OF ISSUE OF INVITATION FOR RESOLUTION PLANS 26.02.2018

11 MANNER OF OBTAINING THE INVITATION BY THE

PROSPECTIVE RESOLUTIONAPPLICANTS

Request for Resolution Plan (RFRP) document from website www.karnatakabank.com

12 DATE OF ISSUE OF EVALUATION MATRIX 26.02.2018

13 MANNER OF OBTAINING THE EVALUATION MATRIX BY THE PROSPECTIVE

RESOLUTION APPLICANTS

The Evaluation Matrix is attached to RFRP document on website www.karnatakabank.com

14 LAST DATE FOR SUBMISSION OF RESOLUTION PLANS 31.3.2018

15 MANNER OF SUBMITTING RESOLUTION PLANS BY A PROSPECTIVE

RESOLUTION APPLICANT

Prospective Resolution Applicant shall submit the Resolution plan as per RFRP document, duly signed in sealed envelope by speed /registered post at his address on or before 31.3.2018

http://www.karnatakabank.com/

http://www.karnatakabank.com/


16 NAME, ADDRESS AND EMAIL OF THE RESOLUTION PROFESSIONAL, AS REGISTERED WITH THE BOARD

SUBHASH CHAND AGRAWAL 208-C, POCKET-1, MAYUR VIHAR PHASE-1, DELHI-110091 [email protected]

17 ADDRESS AND EMAIL, IF ANY, OTHER THAN GIVEN AT SL. NO. 16 TO BE USED FOR CORRESPONDENCE WITH THE RESOLUTION PROFESSIONAL

NIL

18 REGISTRATION NUMBER OF RESOLUTION PROFESSIONAL, AS GRANTED BY

THE BOARD

IBBI/IPA-003/IP-N00059/2017-18/10499

Date: 26.02.2018 Subhash Chand Agrawal Place: New Delhi Resolution Professional of Dream Land Realtor Pvt Ltd

mailto:[email protected]


“SCHEDULE II”

FORMAT FOR EXPRESSION OF INTEREST FOR SUBMISSION OF RESOLUTION PLAN FOR DREAM LAND

REALTOR PRIVATE LIMITED UNDER CIRP AND REQUEST FOR INFORMATION MEMORANDUM

Date:

To, Mr. Subhash Chand Agrawal, Resolution Professional (Appointed by the Committee of Creditors of Dream Land Realtor Private Limited)

Subject: Expression of Interest (“EOI”) to be a Resolution applicant in terms of RFRP document issued by Dream Land Realtor Private Limited and request for Information Memorandum

Dear Sir,

In response to your public advertisement and / or posting on the website of the Request for Resolution Plan (RFRP) document, we are desirous of participation in the resolution process.

We declare that we are ‘fit and proper’ person not under any legal disability to be promoter under section 29A of the Insolvency & Bankruptcy Code, 2016 and other applicable laws including Insolvency & Bankruptcy Code its Rules & Regulations, Companies Act and SEBI Act, Regulations and Guidelines, etc. Thedetails of Resolution applicant who is submitting this EOI is enclosed in the prescribed form as Annexure A. We certify that the information furnished in this EOI is true, correct and accurate to the best of our knowledge. A non disclosure undertaking in the prescribed form by the EOI applicant, duly signed and stamped, is enclosed as Annexure B

We understand that Mr. Subhash Chand Agrawal, Resolution Professional and the Committee of Creditors (“COC”) reserve their right to decide whether or not to pre-qualify our proposal without disclosing the reason whatsoever and that Resolution Plan submitted for Dream Land Realtor Pvt Ltd. shall be subject to approval by the members of COC and the NCLT, in terms of the provisions of the Insolvency and Bankruptcy Code,2016.

Sincerely yours,

On behalf of (Insert name of the entity submitting the EOI)

Signature : Name of Signatory: Designation: Name of Company: Address: Email id: Landline Phone No.: Mobile: Company Seal/Stamp


Annexure – “A”

DETAILS OF THE PROSPECTIVE INVESTOR / APPLICANT 1.1 Name and Address Name of the Investor/ Resolution Applicant : CIN: Address: Telephone No : Fax : Email :

1.2 Date of establishment of Investor/ applicant and registering Authority:

1.3 Net worth as on last audited accounts and date:

1.4 Core Area of Expertise of the Investor/ applicant

1.5 Contact Person:

Name:

Designation:

Telephone No:

Email:

1.6 Pan No. of Investor/ Resolution Applicant


Annexure “B”

CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING

I / WE ______________________________ (represented by Mr. /Ms____________________________)

having its place of business at / resident of ___________________________________________

________________________________________________, being a EOI applicant and having an intent to

be a Resolution Applicant in terms of Request for Resolution Plan (RFRP) document (hereinafter referred to

as ,do understand that:

A. AdjudicatingAuthority – NCLT Delhi has appointed Mr. Subhash Chand Agrawal, Resolution Professional, of

M/s Dream Land Realtor Private Limited, to carry out the Corporate Insolvency Resolution Process as per

the requirement of Insolvency and Bankruptcy Code 2016 (IBC)

B. And a Committee of Creditors (“COC”),has been constituted in terms of Insolvency and Bankruptcy Code

2016 (IBC).,

C. A Request for Resolution Plan (RFRP) document has been prepared and provided in public domain with the

intent to receive Expression of Interest (EOI) and Resolution Plan from prospective Resolution Applicant(s).

D. To the EOI applicants, with the intent to receive Resolution Plan from them, an Information Memorandum

prepared for M/s Dream Land Realtor Private Limited is being shared which contain confidential

information. Also further information may be shared with the EOI applicant / Resolution Applicant, which

may be of confidential nature, to facilitate submission of Resolution Plan or thereafter during the

Resolution Process.

I / We do hereby solemnly confirm and undertake on my behalf, (including my Partners, Associates,

Officers, and Employees, to whom I make available the confidential Information in any manner what so

ever at my own will) as under:

"Confidential Information" means all information and any idea in whatever form, tangible or intangible,

whether disclosed to or learned, pertaining in any manner to the business of the Company, whether in

written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and

whether or not labeled as Confidential or otherwise provided. "Confidential Information" may includes,

without limitation, the following: (a) Schematics, Techniques, Employee Suggestions, Development tools

and Processes, Computer Printouts, Computer Programs, Design, Drawings and Manuals, and

Improvements; (b) Information about Costs, Profits, Markets and Sales; (c) Plans for future development

and new product concepts; and (d) All Documents, Books, Papers, Drawings, Models, Sketches, and other

data of any kind and description, including electronic data recorded or retrieved by any means, that have

been or will be given, as well as written or verbal instructions or comments.


NON-DISCLOSURE: The Confidential Information shall be held in strict confidence and shall not be disclosed

to any third party, without the prior written approval. TheConfidential Information may be disclosed to

employees who need to know such information to evaluate the possible business transaction.

All reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure,

publication or dissemination of Confidential Information; provided, however, that such measures shall be

no less stringent than measures taken to protect own Confidential and Proprietary Information. It is agreed

that no interference with or circumvent any business of the other party through the use of any Confidential

Information acquired hereunder nor use any Confidential Information for its own account.

As a condition to furnishing such information and having access to it in physical and/or electronic form and

any further explanation and details as may be provided during the process, as part of the proceedings

under the above referred act, it is hereby agreed to keep and maintain the Confidential Information in

strictest confidence and will not use the Confidential Information for any purpose other than as intended

by the law, and undertake:

1. To comply with provisions of law for the time being in force relating to confidentiality and insider trading,

2. To protect any intellectual property of the corporate debtor it may have access to,

3. Not to share relevant information with third parties unless clauses 1 and 2 above are complied with.

All information received from the Interim Resolution Professional (IRP) / Resolution Professional (RP) as the

case may be, on sharing of the information/ to be shared hereafter, shall maintain confidentiality of the

information and shall not use such information to cause an undue gain or undue loss to itself or any other

person and comply with the requirements of all statutory provisions in this regard.

NO OBLIGATION OF CONFIDENTIALITY: The obligation of confidentiality shall not apply with respect to any

particular portion of information if:

(a) It is in the public domain at the time of the Disclosing

(b) It is entered in the public domain subsequently, through no fault

(c) It was in thepossession, free of any obligation of confidence, at the time of disclosure

(d) It was rightfully communicated free of any obligation of confidence subsequent to the time of

communication thereof

RETURN OF INFORMATION: Within ten (10) business days following either a request or the completion of

business dealings, all tangible copies of the Confidential Information, including but not limited to magnetic

or electronic media containing the Confidential Information, note(s) and paper(s) in whatever form

containing the Confidential Information or parts thereof, and any copies of the Confidential Information in

whatever form.


Destroy all copies of the Confidential Information, if required to do so, within fifteen (15) business days and

certify in writing that the Confidential Information has been completely destroyed.

USE OF INFORMATION:I/We undertake to use the Confidential Information only for the purposes of

preparation of Resolution Plan in respect of Dream Land Realtor Pvt Ltd., and in connection with such

future collaboration, if any.

I/we undertake to disclosure the Confidential Information solely to its employees and agents who have a

need to know such Confidential Information and to advise such persons of their obligations of

confidentiality and non-disclosure hereunder. I/we undertake not to disclose the confidential Information

to third parties, including independent contractors or consultants, without advise to such third parties of

their obligations of confidentiality and non-disclosure hereunder.

OWNERSHIP OF INFORMATION: The title to its Confidential Information and all copies thereof remains with the company. The Confidential Information is proprietary to the Company. REMEDIES:I/we undertake that the unauthorized disclosure or use of Confidential Information will cause irreparable harm and significant injury, which may be difficult to ascertain. Any violation of this could cause irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, I/we undertake that the CoC/ Resolution Professional/Company have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Undertaking and for any other relief deemed appropriate. This right may be in addition to any other remedy available in law or equity. I/we undertake not to engage in any direct or indirect communication with the client of the Company without knowledge. Any direct or indirect communication with the client during the tenor of this Undertaking without the knowledge of the CoC/ Resolution Professional, will be material breach of this undertaking. SURVIVAL: Confidentiality under this Undertaking regarding the Confidential Information shall survive the termination of this Undertaking.

Signed and sealed on this __________ day ____ of __________, 2018.

Signature: Name :__________________________ Designation _________________________

of M/s ______________________ In Presence of 1. Witness 1: Signature :

Name _____________________________, Age___ Years, Address_________________ 2. Witness 2 : Signature :

Name _____________________________, Age___ Years, Address________________


“SCHEDULE III”

INFORMATION SHARING RULES

The rules set out below shall regulate the terms of use of the information, and documents, including any commercially sensitive information, provided.

1. Confidentiality

Access to and review of the information, documents contained in the Data Room or received in the course of the due diligence process, including but not limited toany commercially sensitive information in relation to the Company, shall be treated as confidential and shall be subject to the provisions of the Non-Disclosure Undertaking and the RFRP.

2. Compliance withlaw

The documents and the information are confidential in nature and contain commercially sensitive information. The Resolution Applicant shall act in compliance with Applicable Laws, including the rules set out under the Insider Trading Regulations, in relation to the documents and information received by it in the course of the due diligence process.

3. Time Frame

The Resolution Applicant shall be permitted to carry out a due diligence exercise on the Company, as required for the purposes of the Resolution Plan, till the Resolution Plan Submission Date or as decided by the Resolution Professional (acting on the instructions of the CoC).

4. Queries

All the queries should be gathered and consolidated and sent to Resolution Professional by email to [email protected].

5. No Commitment

Any written or oral information or representation supplied or made or any investigation or negotiations shall not be considered as constituting an offer or invitation for the sale of any securities or assets or as a prospectus, offering circular or offering memorandum or the solicitation of an offer to buy or acquire securities of the Company or any of its subsidiaries or affiliates in any jurisdiction or as an inducement to enter into investment activity, and shall not be considered as forming the basis of or relied upon or in connection with any contract, agreement, undertaking, understanding or any commitment or investment decision whatsoever.

6. No Representation or Warranty

(a) Nothing shall constitute a representation or warranty, expressed or implied, as to the accuracy or completeness of the information disclosed or in any other written or oral communication transmitted or made available by the Resolution Professional, CoC or the Company (or any of their representatives, officers, employees and/or advisors);


(b) Nothing contained in the IM shall be relied upon as, a proposal, offer, promise or representation, whether as to the past, current or future performance of the Company;

(c) Only those representations and warranties made in a final and written agreement between the Successful Resolution Applicant, the Company and/or the CoC, and subject to such limitations and restrictions as may be provided in such agreement, shall have any legal effect. It is hereby clarified that the CoC, Resolution Professional, and/or the Company shall have any liability whatsoever towards the Resolution Applicant, the Resolution Applicant or the Successful Resolution Applicant, relating to or resulting from the use of the information, including any commercially sensitive information relating to the Company, provided in the IM or in any of the subsequent Resolution Plan Submission Process clarifications, which may be provided by the Resolution Professional or theCoC.

(d) Resolution Professional (acting on the instructions of the CoC) and the CoC reserve the right to modify or amend the present procedures and the timelines and the contents, at any time and at the sole discretion of the Resolution Professional (acting on the instructions of the CoC) and the CoC.


“Schedule -IV”

SUPPORTING DOCUMENTS TO BE ATTACHED WITH PROPOSED RESOLUTION PLAN

(a) Profile of the Prospective Investor / Resolution Applicant (b) Legal Documents: Copies of Certificate of Registration and Constitutional Documents of the Prospective Investor/ Resolution Applicant (c) For Turnover: Immediately preceding 3 (three) years’ audited financial results of the Prospective Investor and/or its promoter/promoter group Company, with complete details. (d) For Demonstration of funds availability: Statement of funds availability of the Prospective Investor and/or promoter/promoter group company and sources of funds sufficient for proposed investment under Resolution Plan. (e) For Net worth: The applicant must submit documents indicating its effective net worth, supported by the certificate of Statutory Auditor. (f) A notarized declaration from the applicant in order to demonstrate that the promoter/promoter group company are part of the same group, in case the applicant is using such entities for submitting EOI, and that the applicant is a ‘fit and proper’ person not under any legal disability to be promoter under section 29A of the Insolvency & Bankruptcy Code, 2016 and other applicable laws including Insolvency & Bankruptcy Code, its Rules & Regulations, Companies Act and SEBI Act, regulations and guidelines. The applicant shall provide all relevant documents for its promoter/promoter group company. (g) Banker’s certificate for confirming the ability of the applicant for making the proposed investments under the Resolution Plan. (h) Investor/RAs Profile:

i. Investor/RAs Financial Profile (consolidated/standalone as applicable): ii. Experience of the Investor/RAs in the relevant sector. iii. History if any, of the Investor/RAs or affiliates of the Investor/RAs being declared a “willful defaulter’, non-cooperative borrower’, ‘non-impaired asset’ or ‘non performing asset (Self declaration)

The supporting documents inter alia shall also include following details of the resolution applicant and other 'connected persons':

(i) Identity of the resolution applicant, persons who are promoters or in management or control of the applicant, (ii) Identity of persons who will be promoters or in management or control of the business of corporate debtor during the implementation of resolution plan. (iii) details of holding companies, subsidiary companies, associate companies and related parties: (iv) Conviction for offence, if any, during the preceding 5 (five) years of persons at sl no. (i) to (iii) above; (v) Criminal proceedings pending, if any; (vi) Disqualification, if any, under Companies Act, 2013, to act as a director; (vii) Disqualification, if any, under section 29A of IBC, 2016 and any other


provisions of Code, Rules and Regulations made thereunder; (viii) Identification as a wilful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India; (ix) Orders or directions issued by the Securities and Exchange Board of India; or debarment, if any, from accessing, or trading in, securities markets by SEBI, (x) Transactions, if any, with the corporate debtor or its promoter(s)/ Director(s) in the preceding 2 (two) years. In relation to the aforesaid, 'connected persons' has been defined to mean (a) persons who are promoters or in the management or control of the resolution applicant, (b) persons who will be promoters or in management or control of the business of the corporate debtor during the implementation of the resolution plan, or (c) holding company, subsidiary company, associate company and related party of such persons.


“SCHEDULE V”

ILLUSTRATIVE RESOLUTION PLAN EVALUATION MATRIX AND CRITERIA (NOT EXHAUSTIVE)

Evaluation Matrix

Sr No Particulars

Resolution Applicant

Coefficient Ratings Remarks

1 Proposed Timelines 20%

2 Credibility - Own Capital and Sources of funds 10%

3 Consideration in Cash 70%

Evaluation Criteria

Sl. no

Quantitative Parameters

1 Upfront Cash Recovery

2. Average maturity and NPV of continuing portion of debt (on tiered discounting rate)

3. Interest rate and terms of continuing portion of debt

4 Structure and terms of the Residual Debt (i.e total outstanding debt less continuing portion ofdebt)

5. Equity upside / Right of recompense / Position additives for existing lenders

6 Fresh Equity Infusion and its Time period

7. Source/ Amount/ Terms of Additional Funding

8 Timeline proposed for completion of proposed plan after approval of NCLT

9. Proposed plan for protecting interests of other stakeholders (other than lenders)

Qualitative Parameters

1 Experience of Applicant/Group in sector

2 Promoter Group Track Record in honouring debt commitments including CIBIL score and if

any group company is under the CIRP process

3 Promoter Group Track Record in turning around distressed entities

4 Record of regulatory compliance and corporate governance

5 Financial strength (net-worth, revenues; EBITDA, Capital gearing, Assets under management, etc.)

6 External Credit Rating (of flagship company)

7 Whether Defaulter/NPA in the past 3 years (not applicable for promoters of the corporate debtor)

8 Availability of collaterals for the lenders including Corporate Guarantees / Personal Guarantees

9 Future business plan (only if loan continues with lenders) covering capacity enhancement,

modernization/upgradation, forward/backward integration, etc.