PROCESS MEMORANDUM

Invitation of bids for auction of Gupta Infrastructure (India) Private Limited on “As is

where is basis”, “As is what is basis”, “Whatever there is basis” and “No recourse”

basis which is under Liquidation under the provisions of the Insolvency and

Bankruptcy Code, 2016 (“The Code”) by the order of the Honourable National

Company Law Tribunal (“NCLT”) dated January 2, 2019.

Date: 02nd November 2021

Issued by:-

Atul Rajwadkar
Liquidator
IBBI Regn. No.: IBBI/IPA-001/IP-P00152/2017-18/10321

Gupta Infrastructure (India) Private Limited

(a company under liquidation process vide NCLT order dated January 2, 2019)

Communication Address Registered Address

4thFloor, Gupta Tower, Temple Rd., 47, Hindusthan Colony, Wardha Road,

Civil Lines, Nagpur – 440 001, Nagpur – 440015, Maharashtra

Maharashtra, India. Email: liquidatorgiipl@gmail.com

Email: liquidatorgiipl@gmail.com

Atul Rajwadkar has been granted a registration to act as Interim Resolution Professional/

Resolution Professional/Liquidator by the Insolvency and Bankruptcy Board of India. His

registration No. is IBBI/IPA-001/IP-P00152/2017-18/10321. The affairs, business and property of

Gupta Infrastructure (India) Private Limited (“GIIPL”), are managed by Atul Rajwadkar, in the

capacity of the Liquidator of GIIPL as per the provisions of Insolvency and Bankruptcy Code,

2016 ("IBC").

Issued to All Prospective Bidders

Terms and conditions, deadlines etc. for participating in the electronic auction are

provided in the Process Memorandum. The Process Memorandum is non-transferable.

Timelines, notifications, updates and other details for the e-auction are available on the

website of the auctioneer https://ncltauction.auctiontiger.net or any other service

provider as may be finalised by the Liquidator.

By procuring a copy of this Process Memorandum, each of the Auction Participants

confirms and undertakes to be bound by and to abide by the terms of the present

Process Memorandum.
 TABLE OF CONTENTS

I. DISCLAIMER

II. IMPORTANT INFORMATION

III. DEFINITIONS

IV. INTRODUCTION

V. ELIGIBILITY

VI. DOCUMENTS REQUIRED TO BE SUBMITTED

VII. SITE VISIT AND DISCUSSION MEETINGS

VIII. DUEDILIGENCE

IX. ASSETS TO BE AUCTIONED AND RESERVE PRICES

X. EARNEST MONEY DEPOSIT(EMD)

XI. DECLARATION OF SUCCESSFUL BIDDER

XII. LETTER OF INTENT AND TRANSACTION DOCUMENTS

XIII. FRAUDULENT AND CORRUPT PRACTICES

XIV. COSTS, EXPENSES AND TAX IMPLICATIONS

XV. GOVERNING LAW AND JURISDICTION

XVI. TIMETABLE

XVII. TERMS AND CONDITIONS

XVIII. FORMATS

XIX. ANNEXURES

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 I. DISCLAIMER
This document is issued by Mr. Atul Rajwadkar, the Liquidator solely for the purpose

provided herein and for general information only, without regard to specific objectives,

suitability, financial situations and the requirements of any particular person, contract,

transaction etc. Neither this Process Memorandum nor anything contained herein shall

form the basis of, or be relied upon in connection with any contract, agreement,

undertaking, understanding or any commitment whatsoever except for the purpose

specified herein.

The purpose of this document is to set out the process for submitting auction bids for

the sale of the Corporate Debtor as a going concern with assets and liabilities (defined in

Item IX of this Process Memorandum) of Gupta Infrastructure (India) Private Limited

(in liquidation) (the “Company” or “GIIPL”) in accordance with the IBC. The contents of

the present Process Memorandum and allied documents issued in respect of and in

pursuance of the present Process Memorandum are deemed to be for general

information purposes and nothing therein is intended to be construed as legal, financial,

accounting, regulatory or tax advice issued by the Liquidator.

This Process Memorandum and allied documents issued in respect of and in pursuance

of the present Process Memorandum or the contents hereof shall not be deemed to be

considered as representation or warranty of any nature with respect to the particulars

provided herein. The interested bidders shall be bound to conduct and obtain their

independent verification, estimation, legal, financial, accounting, tax, regulatory advice.

The Invitation is not intended to be the sole or prima facie basis on which intending

Auction Participants may submit their Bids. The information contained in the Invitation

has been prepared to assist interested Auction Participants in making their own

evaluation for the purpose of submission of bids, and for no other purpose. The

information does not purport to be all-inclusive or to contain all information that a

prospective buyer may require/desire. While best efforts have been made to prepare the

present Process Memorandum and allied documents issued in respect of and in

pursuance of the present Process Memorandum in accordance with the books of the
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Corporate Debtor and to reflect the true and correct picture. However, there shall lie no

responsibility or liability on the Liquidator, the Company or any of its officers,

employees, consultants or agents in relation to the accuracy, fairness, authenticity or

completeness of the contents of this Process Memorandum or any other written or oral

information made available to any interested party or its advisers. In so far as the

information contained in this Process Memorandum includes current or historical

information, the accuracy, adequacy, authenticity, correctness, fairness, and

completeness of such information cannot be guaranteed and the user of this document

should verify the facts, figures and data contained therein.

This Process Memorandum and allied documents and information contained herein or

disclosed pursuant to the terms of this Process Memorandum should not be printed,

reproduced, transmitted, sold, distributed, or published by the recipient without prior

written approval from the Liquidator. The Auction Participant seeking a copy of the

Process Memorandum from the liquidator are deemed to comply and be responsible for

ensuring abidance of applicable laws by such Auction Participants.

Neither the Liquidator, nor his professional advisors, affiliates, directors, employees,

agents, representatives or managers of the process shall be liable for any damages,

whether direct or indirect, incidental, special or consequential including loss of revenue

or profits that may arise from or in connection with the use of this Process

Memorandum, including for the Auction Participant not being selected as a successful

bidder or on account of any decision taken by the Liquidator bonafide and in good faith.

The Liquidator reserves the right to provide access to the Auction Participants, to such

additional documents as may be deemed appropriate and necessary in regard to the

present process. The Liquidator also reserves his right to update or modify this Process

Memorandum as may be deemed appropriate. The Liquidator reserves the right to

amend or terminate the procedure arising out of or relating to the present Process

Memorandum. The issuance of this Process Memorandum shall not be deemed to be

any form of undertaking, assurance, commitment of any sort on the part of the

Liquidator or the Company to proceed with any transaction. The Liquidator reserves

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the right to reject all or any of the Bidders or bids without assigning any reason

whatsoever.

In addition to the provisions set out in this Process Memorandum, the Auction

Participant shall be deemed to have satisfied the requirements of the IBC, 2016 and its

related Regulations as well as all laws in force that are or may be applicable to the

Auction Participant or the sale process and for obtaining requisite regulatory or other

approvals, if any, that are or may be required under applicable law and nothing

contained in this Process Memorandum shall be deemed to have relieved, wholly or

partially, directly or indirectly, the Auction Participant from compliance with the

provisions of IBC, 2016 and related Regulations as well as any other law in force, and/or

any instrument having the force of law as may be applicable and nothing in this Process

Memorandum shall be construed as, or operate either, wholly or in part, as exempting

the Auction Participant from complying with all such laws, as are or may be applicable.

As the sale is being conducted on “As is where is basis”, “As is what is basis”, “Whatever

there is basis” and “No recourse” basis and thus, the proposed sale does not entail

transfer of any other title, except the title which the Company had on its assets as on date

of transfer, the Liquidator does not take or assume any responsibility for any shortfall or

defect or shortcoming in the title, status, of moveable/immoveable assets of the

Company. The Liquidator shall not have any responsibility in respect of procuring /

obtaining such licenses, approval and/ or permissions as may be required.

By procuring a copy of this Process Memorandum, each of the Auction Participants

confirms and undertakes to be bound by and to abide by the terms of the present

Process Memorandum, which forms an integral part of this e-Auction Process

Information Document and part of all the other terms and conditions of this e-Auction

Process Information Document.. Further, no Person, including the Auction Participant

shall be entitled under any law, statute, rules or regulations or tort, principles of

restitution or unjust enrichment or otherwise to claim for any loss, damage, cost or

expense which may arise from or be incurred or suffered on account of anything

contained in this Process Memorandum or otherwise, including the accuracy, adequacy,

authenticity, correctness, completeness or reliability of the information or opinions

contained in this Process Memorandum and any assessment, assumption, statement or

5
information contained therein or deemed to form part of this Process Memorandum, and

the Liquidator, Company, and their advisors, affiliates, directors, employees, agents,

representatives or managers do not have any responsibility or liability for any such

information or opinions.

The Auction Participant is deemed to and undertakes to bear all expenses incurred

towards movement / shifting of plant & machinery (ies) or any asset of the Company

post the e-auction process. The Liquidator shall not be responsible / liable to pay any

expenses towards such movement of plant & machinery (ies) or any asset of the

Company.

Under no circumstances shall the Auction Participant or its officers, employees, agents

and professional advisers make any contact, direct or indirect, by any mode whatsoever,

with the management, employees, customers, agents or suppliers of the Company unless

approved in writing by the Liquidator.

The Auction Participant shall bear all the cost and charges that may arise in pursuance of

the participation of the Auction Participant in the present Auction, including but not

limited to preparation, copying, postage, delivery fees, expenses associated with any

demonstrations or presentations which may be required by the Liquidator or any other

costs.

The Liquidator reserves the right to make necessary changes in the said Process

Memorandum which shall be intimated to the Prospective Bidders from time to time.

The result of the present invitation of Expression of Interest for auction shall be subject to

directions, if any passed by the National Company Law Tribunal, Mumbai Bench.

This Process Memorandum is neither transferable nor assignable.

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II. IMPORTANT INFORMATION

• This Process Memorandum has been issued with the intent to carry out e-auction

of Gupta Infrastructure (India) Pvt. Ltd. (in Liquidation) (the ‘Company’ or

‘Corporate Debtor’ or GIIPL) under the provisions of the Insolvency and

Bankruptcy Code, 2016(IBC) and the Insolvency and Bankruptcy Board of India

(Liquidation Process) Regulations, 2016 (Liquidation Process Regulations) and

other applicable provisions of law as described hereinabove.

• All information provided in this Process Memorandum should be read together

with the provisions of the IBC and the Liquidation Process Regulations. In the

event of a conflict between this Process Memorandum and the IBC or the

Liquidation Process Regulations, the provisions of the IBC or the Liquidation

Process Regulations, as the case may be, shall prevail.

• The information contained in this Process Memorandum or subsequently provided

to Auction Participants, whether verbally or in documentary or any other form by

or on behalf of the Liquidator, is provided to Auction Participants on the terms

and conditions set out in this Process Memorandum.

• This Process Memorandum is neither an agreement nor an offer by the Liquidator

to the Prospective Auction Participants or any other person. The purpose of this

Process Memorandum is to provide interested parties with information with

respect to GIIPL. The contents of the present Process Memorandum and allied

documents issued in respect of and in pursuance of the present Process

Memorandum are subject to the assumptions, assessments, statements and

information contained in the present Process Memorandum. Each Bidder will be

liable to conduct its independent investigation and analysis in order to verify the

accuracy, adequacy, correctness, reliability and completeness of the assumptions,

assessments, statements and information contained in this Process Memorandum

and obtain independent advice from appropriate sources.

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• M/s. e-Procurement Technologies Ltd. (“E-Auction Service Provider”) may be

appointed as the E-Auction Service Provider. The Liquidator reserves the right to

change such service provider. The sale of the subject of the present auction shall be

undertaken by the E-Auction Service Provider for and on behalf of the Liquidator

through an e-auction platform provided on the website portal of the E-Auction

Service Provider (“Portal”). Other details with respect to the e-auction are as

follows:

Type of Bid E-Auction

Atul Rajwadkar, Liquidator of Gupta

Seller Infrastructure (India) Private Limited

Website of E-Auction service https://ncltauction.auctiontiger.net

Provider

E-Auction Service Provider e-Procurement Technologies Ltd.

1. Annexure I – Bid Form (to be duly filled

in and signed by the Bidder and
submitted)
2. Annexure II – Declaration by the Bidder
(to be duly filled and signed by the
Annexures Bidder and submitted along with the
Bid Form)
3. Annexure III – Technical Terms and
conditions of E-Auction
4. Annexure IV – Description of Assets

The present auction being conducted

electronically, the auction participants are
advised to act and enable themselves to submit
the bid on time, as per the procedure

Special Instructions prescribed in the present Process

Memorandum. Neither the E-Auction Service
Provider nor the Liquidator or his agents will
be responsible for any lapses on part of the
Bidders.

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• The Disclaimer, Formats and the Annexures to this Process Memorandum shall

form an integral part hereof and this Process Memorandum shall always be read in

conjunction with the Disclaimer and the Annexures hereto.

• Liquidator is at liberty to change or add any of the contents/Formats/Annexures of

this document as may be felt necessary by him. The same shall be shared with the

Prospective Auction Participants/Eligible Bidders from time to time.

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 III. DEFINITIONS

• “Adjudicating Authority” or “NCLT” shall mean the Hon’ble Mumbai Bench of

the National Company Law Tribunal;

• “Applicable Laws” means, all applicable laws, regulations, rules, guidelines,

circulars, re-enactments, revisions, applications and adaptations thereto,

judgments, decrees, injunctions, writs and orders of any court, arbitrator or

governmental agency or authority, rules, regulations, orders and interpretations of

any governmental authority, court or statutory or other body applicable for such

transactions including but not limited to the IBC, Liquidation Regulations,

Companies Act, 1956 / 2013 (as applicable), Competition Act, 2002 , Transfer of

Property Act, 1882, Sale of Goods Act, 1930, Foreign Exchange Management Act,

1999, whether in effect as of the date of this Process Memorandum or thereafter

and each as amended from time to time.

• “Associate Company”, in relation to another company, means a company in

which that other company has a significant influence, but which is not a subsidiary

company of the company having such influence and includes a joint venture

company. Explanation — for the purposes of this definition, “significant

influence” means control of at least twenty per cent of total share capital, or of

business decisions under an agreement.

• “Auction Participant” or “Bidder” means person or persons who have submitted

a bid as per the Process Memorandum; and shall include a Qualified Bidder or the

Successful Bidder, as the case may be, and as the context requires.

• “Bid” means, any bid submitted by the Bidders as required in terms of this Process

Memorandum and in accordance with the provisions of IBC read together with the

Liquidation Process Regulations and the Applicable Laws.

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• “Control” shall mean a Person holding more than 26% (twenty six percent) of the

voting share capital in a company or the ability to appoint majority of the directors

on the board of another company or the ability of a company to direct or cause

direction of the management and policies of another company, whether by

operation of law or by contract or otherwise.

• “Eligible Bidder(s)” shall mean Bidder(s) who are eligible in terms of this Process

Memorandum, provisions of IBC and provisions of the Liquidation Process

Regulations and other applicable law, and so declared by the Liquidator.

• “Liquidator” means an insolvency professional appointed as a liquidator of the

Company in accordance with section 34 of the IBC.

• “Net Worth” means the aggregate value of the paid-up share capital and all

reserves created out of the profits and securities premium account, after deducting

the aggregate value of the accumulated losses, deferred expenditure and

miscellaneous expenditure not written off, as per the audited balance sheet, but

does not include reserves created out of revaluation of assets, write-back of

depreciation and amalgamation; and in the case of individuals is the value of all the

non-financial and financial assets owned minus the value of all outstanding

liabilities.

• “Family Net Worth” means the sum of the individual net worth of each family

member including spouse, son, daughter and their spouses.

• “Person” shall mean an individual, a partnership firm, HUF, a corporation, a

limited company, a trust, a body corporate, bank or financial institution or any

other body, whether incorporated or not.

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• “Process Memorandum” means this document including all the Annexure and

Disclaimer hereto, for the purposes of setting out the process for submission of a

bid and selection of Successful Bidder in accordance therewith.

• “Prospective Auction Participant” means a bidder who wants to take part in the

auction but needs to fulfil the eligibility criteria listed out in the Process

Memorandum.

• “Qualified Bidder(s)” shall mean a Bidder whose bid fulfils the eligibility criteria

listed out in the Process Memorandum

• “Seller” means Gupta Infrastructure (India) Private Limited in Liquidation acting

through the Liquidator;

• “Successful Bidder” or “Successful Auction Participant” means, the Qualified

Bidder whose bid is approved and who is declared successful by the Liquidator

after the auction.

• “Corporate Debtor” means Gupta Infrastructure (India) Pvt. Ltd. (in liquidation)

Capitalized terms used herein but not defined otherwise shall have meaning

prescribed to them under the provisions of the IBC and the rules and regulations

thereunder.

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IV. INTRODUCTION

The liquidation process for the Company has been initiated under the provisions of the

IBC and the Liquidation Process Regulations in pursuance of the order dated 2 nd

January 2019 passed by the National Company Law Tribunal (NCLT), Mumbai Bench.

As per the said order, Mr. Atul Rajwadkar has been appointed as the Liquidator. The

Liquidator endeavours to sell the subject of the present auction in the manner specified

under Regulation 32 of the Liquidation Process Regulations, any other applicable rules,

regulations, orders, circulars, directions or notifications or the like, issued pursuant to

or under the IBC or the Liquidation Process Regulations, as the case may be, and as per

directions, if any, of the NCLT and National Company Law Appellate Tribunal

(NCLAT) in respect of the liquidation process of the Company and in the manner

specified in this Process Memorandum.

The E-Auction would be conducted in the manner specified in Schedule I as provided

under Regulation 33 of the Liquidation Process Regulations, any other rules,

regulations, orders, circulars, directions or notifications or the like, issued pursuant to

or under the IBC or the Liquidation Process Regulations, as the case may be, and as per

directions, if any, of the NCLT or NCLAT in respect of the liquidation process of the

Company and in the manner specified in this Process Memorandum.

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V. ELIGIBILITY

• An Auction Participant shall not be eligible to submit a bid for purchase of

subject of present auction owned and managed by the Company if it suffers

from any of the disqualification / ineligibility criteria set out in Section 29A of

the IBC (as amended from time to time).

• Furthermore, an Auction participant must have the following as their net

worth:

➢ Funds (ARC/PE/VC/AIF) – Minimum Investible Fund availability of Rs.150

Crore

➢ Body Corporate – Minimum Net worth of Rs.75 Crore (including net-worth

of associate companies, firms & directors)

➢ LLPs / Partnership Firm – Minimum Net worth of Rs.75 Crore (including

net-worth of associate companies, firms & partners)

➢ Individuals / HUFs – Minimum Net worth of Rs.50 Crore (For individuals,

net-worth of family & promoted concerns (companies & firms) can be

included. Family would include spouse, son, daughter and their spouses for

calculating net-worth.)

• Prospective bidders can also participate through a consortium/joint venture

subject to the cumulative minimum net worth as mentioned hereinabove.

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 VI. DOCUMENTS REQUIRED TO BESUBMITTED

Stage I: Before submission of Earnest Money Deposit (EMD)

The following forms, documents and authorizations are required to be submitted by

the Prospective Auction Participant

a) Expression of Interest in Format I

b) Details of Potential Bidder in Format II

c) Undertaking for Equity Participation in Consortium in Format III – in case of

Consortiums

d) Format of Undertaking for Incorporation of the Special Purpose Vehicle in case

of Consortium in Format IV – in case of Consortiums

e) Document affirming the financial capabilities of the Bidder (duly certified by

auditor/chartered accountant)

f) Copies of Tax returns/ balance sheet at least for the last 3(three) years; (duly

certified by auditor/charted accountant)

g) Proof of identification of prospective bidders and their

proprietor/partners/directors/HUF members etc. i.e. Aadhar Card/Voter ID

Card/Driving License/Passport etc., (all self-attested)

h) Document affirming (i) Current address proof for communication, (ii) Valid e-

mail ID, (iii) contact numbers (Mobile/Landline)

i) PAN card of the bidder (self-attested)

j) Constitution documents of Bidder (Self attested);

Stage II: Along with submission of Earnest Money Deposit (EMD)

a) Demand Draft or Proof of deposition of EMD,

b) Duly filled and signed Bid Application Form attached vide Annexure I,

c) the duly filled and signed Declaration by Bidders attached vide Annexure II

d) Expression of Interest as per format

e) Composition and Ownership Structure of the Bidder

f) Proof of authorization, authorising the participant/representative to participate in

the bid that is Board Resolution, Authorisation Letter from all partners in case of a

partnership etc.

16
A Bidder may use additional sheets to submit the information for its detailed response.

The bid will have to be accompanied with Earnest Money in the manner enlisted in this

Process Memorandum.

It is clarified and stated at the outset that the access to further documentation and

information and other privileges pertaining to the present auction shall be granted

only to the Eligible Bidders and to the extent deemed appropriate by the Liquidator.

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 VII. SITE VISIT AND DISCUSSION MEETINGS

If requested by the Auction Participant, the Liquidator may arrange a discussion

meeting at any time prior to the closure of the auction process, if deemed appropriate

by the Liquidator. The details with respect to the discussion meeting shall be

communicated to the Auction Participant in advance.

If requested by an Auction Participant, the Liquidator may arrange a site visit for such

applicant latest till 2 days prior to the closure of the auction process or as may be

decided by the Liquidator. The details, terms and conditions with respect to the Site

Visit shall be communicated to the relevant Auction Participant by the Liquidator.

All the cost due to be incurred by the respective Auction Participants relating to such

site visits and/or discussion meetings shall be borne by the respective Auction

Participants.

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 VIII. DUE DILIGENCE

The Auction Participants are advised to conduct due diligence within the stipulated

time period. The Liquidator shall endeavour to provide necessary assistance for

conducting the due diligence by Prospective Auction Participants to the best of his

abilities keeping in mind the legal and time constraints. The information and

documents shall be provided by the Liquidator in good faith.

All the expenses with respect to the due diligence shall have to be borne by the Auction

Participants/Prospective Bidders.

The subject matter of the present auction is described under item IX and should be read

with Annexure 4.

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 IX. ASSET TO BE AUCTIONED AND RESERVE PRICE
Details of Property to be Auctioned
The auction will be held as per the provisions of Regulation 32(e) of the
Liquidation Regulations i.e. the auction is being conducted for Sale of the
Corporate Debtor as a Going Concern including all its assets and the liabilities
as mentioned in Annexure IV.

All other liabilities as mentioned in the Information Memorandum and/or the

Books of accounts as on Liquidation Commencement Date i.e. on 02.01.2019
shall be paid from the proceeds of the auction as per Section 53 of the Code.

However, it is reiterated that the following Liabilities shall be the sole

responsibility of the Successful Bidder:

1) INR 2.96 Crores received by the Corporate Debtor towards security deposit
from the tenants (as described in the Information Memorandum). This figure
may undergo change at the time of Auction or actual transfer; as the business is
ongoing.
2) INR 6.39 Crores received from certain entities in light of the agreements to sell
executed by the Corporate Debtor (as described in the Information
Memorandum)
3) INR 17.44 Crores being the quantum of the claim admitted in respect of the debt
claimed by the Raipur Development Authority towards the compounding fees
claimed by Raipur Municipal Corporation.
4) INR 6.14 Crores being the quantum of the claim admitted reduced by the
payment already made for CIRP period of FY 18-19 along with its GST @18% in
respect of the debt claimed by the Raipur Development Authority other than
the compounding fees.

Please note that this is an ongoing business. The abovesaid liabilities may undergo
changes at the time of auction and/or sale of the Corporate Debtor

Property details and other terms and conditions as mentioned in Annexure IV.

Reserve Price:

INR 103,89,00,000/- (Rupees One Hundred and Three Crores Eighty Nine Lakhs Only)

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X. EARNEST MONEY DEPOSIT(EMD)

All Auction Participants shall provide, along with or prior to the submission of their

auction bids, 5% of the reserve price as earnest money.

i. The Auction Participants are required to pay an amount being 5% of the reserve

price as earnest money ("EMD" or "Earnest Money").

ii. The EMD due to be paid by the Auction Participant shall be non – interest bearing.

iii. The Auction Participant is required to pay the EMD prior to uploading the bid

form or as per the specific schedule provided by the Liquidator in the Process

Memorandum or conveyed by any other means.

iv. The EMD may be paid by way of a Demand Draft issued by any scheduled

commercial bank in India (“Bank”) in favour of the “Gupta Infrastructure India

Pvt Ltd In Liquidation", or by way of direct bank transfer to the bank account,

detailed whereof is provided hereinbelow:

Account Number 870020110000881

Beneficiary Name Gupta Infrastructure India Pvt Ltd In

Liquidation

Bank Name Bank of India

Branch Nagpur Branch

IFSC Code BKID0008700

v. The details of any remittances in this regard shall be entered in the bid form

submitted by the Bidder. The entire EMD amount shall be remitted by the Bidder

(s) from one bank account only, owned by the Bidder.

vi. Bidders shall preserve the remittance challan and shall produce the same in front

of the Liquidator as and when demanded.

vii. All payment made by the Bidder under the e-auction shall be intimated to the

Liquidator atliquidatorgiipl@gmail.com.

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Forfeiture of Earnest Money from the Auction Process Applicant

The Liquidator shall have the right to forfeit the Earnest Money, upon the occurrence

of any of the following events:

a) if any of the conditions under this Process Memorandum are breached by the

Auction Participant or in case the Auction Participant is found to have made any

misrepresentation while participating in the present Auction Process; or

b) If the Auction Participant is found to be ineligible to submit the bid under Section

29A of the IBC (as amended from time to time) or is found to have made a false or

misleading declaration of eligibility under Section 29A of the IBC (as amended

from time to time);or

c) If the Auction Participants identified as the Successful bidder and does not accept

the Letter of Intent issued by the Liquidator.

d) If the Successful Bidder fails to deposit the residual amount of final bid amount,

within specified time period.

Adjustment/ Refund of Earnest Money Deposit of Bidders

The Earnest Money deposit of the Successful Bidder shall be retained towards part sale

consideration.

Subject to the right of forfeiture as mentioned hereinabove, the Liquidator shall return

the EMD of unsuccessful bidders within 15 days of the declaration of the Auction

results.

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XI. DECLARATION OF SUCCESSFUL BIDDER

The declaration of the Successful Bidder for the subject of the present auction shall be

done by the Liquidator at the end of the determined auction phase and after receiving

appropriate orders from Adjudicating Authority, if any. Determination of the

Successful Bidder shall be done on the basis of highest bid received for the subject of

the present auction by the Liquidator over the reserve price via the auction portal

process. In case of any dispute / discrepancy, the liquidator shall assess the auction

applications and declare the Successful Bidder. This right of selecting and declaring the

Successful Bidder(s) shall solely rest with the Liquidator at all times.

It is clarified that the Liquidator shall declare the three Successful Bidder(s) being H1

(Highest Bidder), H2 (Second Highest Bidder) and H3 (Third Highest Bidder), subject

to meeting the minimum requirement of reserve price. The Highest Bidder shall be

given the first right to pay its bid amount as per the procedure as mentioned in the

present Process Memorandum. In case of failure of the Highest Bidder in making the

payment in terms of present Process Memorandum, the offer shall be made to the next

Highest Bidder to make the payment of their bid amount and so on subject to deposit

of EMD within a period of 15 days from the offer having been made by the Liquidator

and due compliance of the other conditions prescribed in the present Process

Memorandum. This is without prejudice to the consequences provided under the

present Process Memorandum to forfeit the amount of the Bidder who violates the

terms of the present Process Memorandum.

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 XII. LETTER OF INTENT AND TRANSACTION DOCUMENTS

The Liquidator upon receipt of Bids, shall issue the Letter of Intent to the successful

bidder. Issuance of Letter of Intent shall not vest any title in favor of successful bidder

and the same shall be subject to fulfillment of conditions prescribed in Letter of Intent.

The Successful Bidder agrees that the residual amount of the bid price is required to be

remitted within 90 days of demand made by the Liquidator (after obtaining suitable

orders, if so required/ desired, from the Adjudicating Authority in this respect), to the

following bank account:

Account Number 870020110000881

Beneficiary Name Gupta Infrastructure India Pvt

Ltd In Liquidation

Bank Name Bank of India

Branch Nagpur Branch

IFSC Code BKID0008700

The above procedure will be subject to obtaining suitable orders, if any from the

Learned Adjudicating Authority in this respect.

The Successful Bidder shall be liable to pay interest at the rate of 12% per annum in case

of delay in making payment beyond a period of 30 days. Furthermore, the sale shall be

liable to be cancelled in case the residual payment along with the accrued interest is not

received by the Liquidator within 90 days from the issuance of the LOI.

Upon execution of the Letter of Intent (LOI) and corresponding receipt of the balance

Sale Consideration within a period of 90 days of demand by the Liquidator, a sale

certificate and/or conveyance document and/or transfer documents for the relevant

asset/assets shall be issued/executed between the Successful Bidder and the Company.

The handing over of the sale certificate shall conclude the process of the sale of the assets

including the handing over of the possession of the assets of the Corporate Debtor to the

Successful Bidder.

Default By Successful Auction Process Applicant And Its Consequences

o In the event that the Successful bidder withdraws his auction application, Liquidator

24
 shall forfeit the Earnest Money and any other amount deposited/furnished by the

Successful bidder.

o If the Successful bidder does not remit the residual balance amount within the

timelines stipulated, the Liquidator shall forfeit the Earnest Money as well as any

other amounts deposited by the Successful bidder and reject the bid submitted by

it.

o The right of selecting and declaring the successful bidder shall solely rest with the

Liquidator at all times.

25
 XIII. FRAUDULENT AND CORRUPT PRACTICES

The Auction Participant shall observe the highest standard of ethics during the auction

process and subsequently during the closure of the auction process and declaration of

successful bidder. Notwithstanding anything to the contrary, contained in this Process

Memorandum, or in the Letter of Intent, the Liquidator shall reject an auction bid,

revoke the Letter of Intent, as the case may be, without being liable in any manner

whatsoever to the Auction Participant, if the Liquidator, at his discretion, determines

that the Auction Participant has, directly or indirectly or through an agent, engaged in

corrupt practice, fraudulent practice, coercive practice, undesirable practice or

restrictive practice in the auction process or has, undertaken any action in respect of

such process which results in the breach of any Applicable Law including the

Prevention of Corruption Act, 1988. In such an event, the Liquidator may forfeit the

Earnest Money, without prejudice to any other right or remedy that may be available

to the Liquidator under this Process Memorandum or Applicable Law.

For the purposes of this Clause the following terms shall have the meaning hereinafter

respectively assigned to them:

“coercive practice” shall mean impairing or harming, or threatening to impair or harm,

directly or indirectly, any person or property to influence any person’s participation or

action in the auction Process.

“corrupt practice” shall mean (i) the offering, giving, receiving, or soliciting, directly or

indirectly, of anything of value to influence the actions of any person connected with

the auction Process (for avoidance of doubt, offering of employment to or employing

or engaging in any manner whatsoever, directly or indirectly, any official of the

Liquidator or the Company, who is or has been associated or dealt in any manner,

directly or indirectly with the auction process or arising there from, before or after the

execution thereof, at any time prior to the expiry of 1 (one) year from the date such

26
official resigns or retires from or otherwise ceases to be in the service of the Liquidator

or the Company, shall be deemed to constitute influencing the actions of a person

connected with the auction process; or (ii) engaging in any manner whatsoever, during

the auction process or thereafter, any person in respect of any matter relating to the

Company, who at any time has been or is a legal, financial or technical adviser of the

Liquidator or the Company, in relation to any matter concerning the auction process.

“fraudulent practice” shall mean a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts, in order to influence the auction

process.

“Restrictive Practice” shall mean forming a cartel or arriving at any understanding or

arrangement among the Auction Participants with the objective of restricting or

manipulating a full and fair competition in the auction process; and

“Undesirable Practice” shall mean (i) establishing contact with any person connected

with or employed or engaged by the liquidator with the objective of canvassing,

lobbying or in any manner influencing or attempting to influence the auction Process;

or (ii) having a Conflict of Interest.

The Bidder shall not involve himself or any of his representatives in price manipulation of any

kind directly or indirectly by communicating with other Bidders. The Bidder shall not divulge

either his bid or any other details provided to him by the Liquidator or during the due diligence

process in respect of the asset to any other party. Prior to conduct of due diligence/ site visits,

the Liquidator shall require the Bidder to execute confidentiality agreement with the Company/

Liquidator.

27
XIV. COSTS, EXPENSES AND TAX IMPLICATIONS

The Auction Participant shall be responsible for all the costs incurred by it on account

of its participation in the auction process, including any costs associated with

participation in the discussion meeting (if any), site visit, etc. The Liquidator shall not

be responsible in any way for such costs, regardless of the conduct or outcome of the

auction process.

For purpose of abundant clarity, it is hereby clarified that the Auction Participant is

expected to make its own arrangements including accommodation for the discussion

meeting (if organised) or site visit and all costs and expenses incurred in that relation

shall be borne by the auction participant.

All expenses incurred towards movement / shifting of any asset of the Company post

the e-auction process should be borne by the successful bidder. The Liquidator shall

not be held responsible / liable to pay any expenses towards such movement of any

asset of the Company.

The Auction Participant shall not be entitled to receive re-imbursement of any

expenses which may have been incurred for carrying out due diligence, search of title

to the assets and/or matters incidental thereto or for any purpose in connection with

the auction process plan.

All taxes applicable (including stamp duty implications and registration charges) on

sale of assets would be borne by the successful bidder:

i. The sale may attract GST, other taxes, stamp duty, registration charges etc. as per

relevant laws

ii. The successful bidder shall bear all the necessary expenses like applicable stamp

duties / additional stamp duty / transfer charges, fees, etc. for transfer of property

(ies) in his / her name

28
iii. The payment of all statutory / non – statutory dues, taxes, rates, assessments,

charges, fees, etc. owned by GIIPL to anybody in respect of the Property(ies) shall

be sole responsibility of successful bidders.

iv. Purchaser has to bear the cess or other applicable tax i.e. GST, TDS etc., as per the

applicable provisions of law .

It is expressly stated that the Liquidator does not take or assume any responsibility for

any dues, statutory or otherwise, of the Company, including such dues, if any, which

may affect transfer of subject of the present auction in the name of the Successful

Bidder and such dues, if any, will have to be borne/ paid by the Successful Bidder.

The Successful Bidder shall be responsible for fully satisfying the requirements of the

IBC and related Regulations as well as all Applicable Laws that are relevant for the sale

process. The Successful Bidder shall be responsible for obtaining requisite regulatory

or statutory or third-party approvals, no-objections, permission or consents, if any, that

are or may be required under Applicable Law for purchasing the relevant assets.

29
XV. GOVERNING LAW AND JURISDICTION

This Process Memorandum, the Auction Process, and the other documents pursuant to

the Process Memorandum shall be governed by the laws of India and any dispute

arising out of or in relation to the Process Memorandum or the Auction Process shall

be subject to the exclusive jurisdiction of the Adjudicating Authority, Courts and

Tribunals at Mumbai, India.

30
 XVI. TIMETABLE

The following timetable shall apply to the Process Memorandum. The timetable may

be amended by the Liquidator through the issuance of an addendum to the Process

Memorandum.

S. No. Event Timeline (Days)

1 Public Announcement of Auction 02.11.2021

Last date for receipt of emails by the
Liquidator from Prospective Auction 09.11.2021 (Liquidator may
2 extend the same at his
Participants for obtaining the
Process/Information discretion)

Memorandum or any other related

documents
Submission of EoI, Details of
Potential Bidder, KYC, Eligibility
3 Documents, etc of EMD, Bid Form, 10.11.2021
Declaration Forms and KYC
Declaration
Visit (up to prior to 3 days of date of
4 Auction)
Request for additional documents, 17.11.2021
5
visits, Etc. for due diligence
Submission of EMD, Bid Form 18.11.2021 (or any additional time
6
(Annexure I), Declaration by Bidders before the auction date as may be
(Annexure II) allowed by the Liquidator)
22.11.2021(3:00 PM to 5:00 PM)
7 Date and Time of Auction with unlimited extension of 5
mins each.
8 Bid Increment Amount (INR) INR 10,00,000.00

9 Announcement of Successful Bidders – On or before 25.11.2021

H1, H2, H3
90 days from date of demand by
10 Last date for Payment of Balance liquidator in furtherance of
Consideration by the Successful Bidder appropriate orders from
Adjudicating Authority, if any
(Please refer
11 Return of EMD to Unsuccessful Bidders Within 15 days of announcement
of successful bidders

30
 XVII. GENERAL TERMS AND CONDITIONS

In addition to the Process Memorandum, following terms and conditions apply:

1. The intending Bidders should make their own independent inquiries regarding the

encumbrances, title of assets put on auction and claims/rights/dues/ affecting the

assets, and should inspect the properties/assets at their own expense and satisfy

themselves prior to submitting their bid. The e-Auction advertisement does not

constitute and will not be deemed to constitute any commitment or any

representation of the Liquidator. The assets are being sold with all existing and

future encumbrances/ claims/ dues/ demands whether known or unknown to the

Liquidator. The liquidator shall not be responsible in any way for any third-party

claims/rights/dues.

2. The intending bidders should submit the evidence for EMD deposit, along with

The Expression Of Interest, affidavits and other formats for participation in e-

auction along with the necessary documents to the office of the Liquidator or by e-

mail as per timelines mentioned in Sec XVI above. Any documents sent by email

should be physically submitted to the Liquidator’s office on or before this date.

This condition may be relaxed by the Liquidator at his discretion, if thought

necessary as per the prevailing conditions.

Names of Eligible Bidders will be identified and conveyed to respective Auction

Participants by the Liquidator to participate in the online e-Auction on the portal

https://ncltauction.auctiontiger.net or any other portal as may be notified by the

Liquidator.

3. e-Procurement Technologies Ltd. or any other service provider as finalized by the

Liquidator will provide User ID and Password after due verification of KYC of the

Eligible Bidders.

4. It should be the responsibility of the interested bidders to inspect and satisfy

themselves about the assets before submission of the bid.

5. Liquidator has the right to demand documents from the bidder for the process and

in case the documents are not provided, the Liquidator may disqualify the Bidder.
31
6. The e-Auction/bidding of the assets would be conducted exactly on the scheduled

Date and Time as mentioned by way of inter-se bidding amongst the bidders. The

bidder may improve their offer in multiples of amounts mentioned under the

column “Bid Increment Amount” against the subject of the present auction. In case

the bid is placed in the last 5 minutes of the closing time of the e-auction, the

closing time will automatically get extended for 5 minutes.

7. The Liquidator is not bound to accept the highest offer and has the absolute right

to accept or reject any or all offer(s) or adjourn/ postpone/ cancel the e-Auction at

any stage without assigning any reason thereof.

8. The sale certificate will be issued and/or transaction/ sale documents executed in

the name of the successful bidder(s) only and will not be issued in any other

name(s).

9. The sale shall be subject to conditions prescribed under the IBC and other

applicable laws.

10. The decision of the Liquidator on declaration of the successful bidder shall be final

and binding on all the bidders.

32
 Formats

Format I
Format of Expression of Interest
[On the letter head of the company/ in case of consortium- the lead member submitting
the EOI]

Date;
To,
Atul Rajwadkar
Liquidator for Gupta Infrastructure (India) Private Limited
Regn. No.: IBBI/IPA-001/IP-P00152/2017-18/10321
4 Floor, Temple Rd., Civil Lines,
th

Nagpur – 440 001

Subject: Expression of Interest (“EoI”) for submitting bid for Gupta Infrastructure

(India) Private Limited (“Corporate Debtor”) undergoing liquidation

process.

Dear Sir,

In response to the public announcement in [] on [] and some regional newspapers

(“Advertisement”) inviting EOI for the submission of bid for assets / block of assets of

the Corporate Debtor undergoing liquidation process as per the provisions of the

Insolvency and Bankruptcy Code, 2016 (“IBC”), we submit our EOI for submission of a

bid in the liquidation process of the Corporate Debtor.

Along with our EOI, we have also provided information as required in the prescribed

formats and Annexures.

We would like to submit our bid for [Asset / block of Asset] as defined in the public

announcement dated ___________________.

33
We further undertake that the information furnished by us in this EOI and Annexures

is true, correct, complete and accurate. Based on this information we understand that

you would be able to evaluate our preliminary proposal. Further, we agree and

acknowledge that:

a) We will submit documents to determine that we are not ineligible under the

provisions of the IBC to participate in the liquidation process of the

Corporate Debtor;

b) Liquidator of the Corporate Debtor may reject the EOI submitted by us without

assigning any reason/without any liability whatsoever;

c) Liquidator of the Corporate Debtor reserves the right to request for additional

information or clarification(s) from us for the purposes of the EOI and we shall

promptly comply with such requirements. Failure to satisfy the queries of the

liquidator may lead to rejection of our submission pursuant to EOI;

d) Any material adverse changes affecting the consortium members’ ability to perform

in consortium shall be intimated within three business days to the liquidator;

e) The invitation for EOI &the auction process in relation to the liquidation process of

the Corporate Debtor is subject to the provision of the IBC &specifically the rights

of the creditors as per Section 52 and 53 of the IBC.

Yours Sincerely,

On behalf of [Insert the name of the entity submitting the EoI]

Signature:

Name of Signatory:

Designation:

Company Seal/Stamp

Note:

1. In case of Consortium Bidder the EOI shall be signed by each member.

2. The person signing the EOI and other supporting documents should be an
authorized signatory supported by necessary Board resolutions/authorization
letter.

34
 Format II

Format of Details of Potential Bidder

[Note: In case of consortium, the details set out below are to be provided for each of the

members]

1. Name and Address (with proof):

a. Name of the Firm/Company/Organization/ sole individual:

b. Address:
c. Telephone No:
d. Fax:
e. Email:

2. Date of Establishment OR Date of Birth (in case of sole individual):

3. Overview, corporate structure and core area of expertise and of

the firm/company/organization:

4. Contact Person:

a. Name:
b. Designation:
c. Telephone No:
d. Email:

5. Company/FI Profile:

a. Company Financial Profile (consolidated / standalone as applicable):

Financial Institutions
(FI)/ Funds / Private
Private/Public Limited Equity(PE) Investors /
Company
Company, LLP, Body NBFC whether Sole Individual investor
profile
Corporate, incorporated in India or
outside India/Any
other applicant
 AUM in Crs and
At 31 Mar 18 TNW in Crs Net worth in Crs
Committed funds in
AUM in Crsand
At 31 Mar 19 TNW in Crs Net worth in Crs
Committed funds in

AUM in Crs and

At 31 Mar 20 TNW in Crs Net worth in Crs
Committed funds in

6. Assets of interest – interest in each asset / block of assets/residual assets of the

Corporate Debtor on a going concern basis, to be separately mentioned.

7. Rational for interest in the asset/ block of assets/residual assets of the

Corporate Debtor on a going concern basis.

In case of consortium, the above details are to be shared for each of the consortium

members.

37
 Format III

Format of Undertaking for Equity Participation in Consortium

(To be executed on stamp paper of Rs. 500)

To,

[]

Dear Sir,

Subject: Undertaking For Equity Participation In Consortium

This is in relation to liquidation process of Gupta Infrastructure (India) Pvt. Ltd. In

response to the public advertisement in []dated []2021 and several regional

newspapers(“Advertisement”) inviting EOI for the submission of bids in relation to the

liquidation process of the Corporate Debtor as per the provisions of the Insolvency and

Bankruptcy Code, 2016 (“IBC”), we have submitted an EOI as a consortium. The

members of the consortium are as follows:

[Insert names of the members of the consortium and indicate the lead member]

As required in terms of the EOI, we agree and undertake that we will hold at least [insert

percentage] equity participation in the consortium. We further agree and undertake that

all the members of the consortium shall be jointly and severally responsible for compliance

with the terms of the invitation for submission of EOI & bids submitted thereafter.

Signed And Delivered By []

 Format IV

Format of Undertaking for Incorporation of the Special Purpose Vehicle in case of

Consortium

To,
Mr. Atul Rajwadkar
The Liquidator,
Gupta Infrastructure (India) Private Limited - In Liquidation

I/We___________________, having registered office/office at ____________, _________________,

_______________________ & _____________________ do hereby solemnly affirm and state that

the information furnished by me/us as mentioned below for bid are true and correct to the best

of my knowledge and belief:

1. I/We hereby undertake that in the event the Consortium of Bidder(s) is declared as the

Successful Bidder, it shall incorporate a special purpose vehicle (the SPV) in the form a

company under the Companies Act, 2013 or as a partnership firm within a period of 20 days or

any other extended time as per the sole discretion of the Liquidator of issuance of the Letter of

Intent by the Liquidator, for conclusion of the process of the bidding and for performing all the

obligations of the Successful Bidder.

2. I/We hereby confirm that I/we named as the members of the Consortium in the Bid

(that is submitted by me/ us) shall cumulatively hold 100% shareholding of the SPV and that

the same shall not be modified till the date of conclusion of the bidding process and the

completion of the consequential sale.

3. I/We confirm that the Ernest Money Deposit (EMD) may be submitted by any of the

partner (s) of the consortium and shall be deemed to be considered to be submitted by the

bidder.

4. I/ We confirm and undertake that the SPV shall be eligible to participate in the bid as

per the applicable provisions of the Insolvency and Bankruptcy Code, 2016 (including but not

limited to Section 29A thereof) and shall be bound by the terms of the Process Memorandum in

pursuance of which the bid is given and all other applicable terms and conditions, as if it was

the Auction Participant.

5. I/ We confirm and undertake that even after the incorporation of the SPV, I/ We as well

as SPV shall continue to be bound by the terms and conditions of the bidding and our

declaration cum undertaking being submitted presently.

Signature of the Bidder/Members of Consortium

Seal of the firm/ Company (if any)

VERIFICATION:

Verified on this day __________ at __________ that the contents of the affidavit/ declaration

are true and correct, nothing material has been concealed and no part of it is false.

Signature of the Bidder//Members of Consortium

Seal of the firm/Company (if any)

 ANNEXURES

Annexure I
BID Application Form
Date:

Dear Sir,

I am desirous in participating in the E- Auction announced by you in the newspaper

Publication dated [] in [] (Name of the newspaper) .

Details of Bidder

Name of the Bidder

Constitution of the Bidder

Contact No.

Email ID

PAN No.

Address

No.
Particulars of Bank DD Date:
Details against EMD Amount (In INR)
Issuing Bank & Branch

Details of Corporate Debtor:

I understand that the Corporate Debtor details are as under:

Account Number

Beneficiary Name

Bank Name
Branch

IFSC Code

Details of Property:

As per Annexure IV of the Process

Description of Property Memorandum. The same is attached herewith.

Reserve Price of the Property as INR 103,89,00,000/- (Rupees One Hundred

conveyed by Liquidator and Three Crores Eight Nine Lakhs Only)

I/We have shared the required documents and also enclosed self-attested copies of

following necessary documents to participate in bid as per Item VI of this Process

Memorandum.

I/We request you to kindly verify the same and arrange with the auction portals for

issue of an ID and password for us to enable us to take part in the e-Auction.

I/We/M/s. hereby declare that we have inspected the assets and properties and

ascertained the quality and quantity, etc. and gone through and have understood the

Terms & Conditions of sale and shall be abided by the same.

Place:
Signature:

(Seal in case of company / firm)

Date:

40
 Annexure II

Declaration by Bidders (Affidavit)

Date:
To,
The Liquidator
Gupta Infrastructure (India) Private Limited

Sir,

1. I/We, the Bidder (s) aforesaid do hereby state that, I/We have read the entire terms

and conditions for the sale of property (ies) as specified and have understood them

fully.

2. I/We, hereby unconditionally agree to confirm with and to be bound by the said

terms and conditions and agree to take part in the e-auction process.

3. I/We declare that the Earnest Money Deposit (EMD) and the deposit towards

purchase – price have been made by me/us as against my/our bid and that the

particulars of remittance and all other information given by me/us in the online

form is true and correct.

4. I/We further declare that the information revealed by me/us is true and correct.

I/We understand and agree that if any of the statement/ information revealed by

me/us is found to be incorrect and/or untrue, the bid submitted by me/us is liable

to be cancelled and in such case, the earnest money deposit and / or any other

monies paid by me/us is liable to be forfeited by the Liquidator and the Liquidator

will be at liberty to annul the offer made to me/us at any point of time.
5. I/We also agree that after my/our offer given in my/our bid for purchase of the

Properties is accepted by the Liquidator and if, I/We fail to accept or act upon the

terms and conditions of the sale or am/are not able to complete the transaction

within the time limit specified for any reason whatsoever and/or fail to fulfil

any/all the terms and conditions of the auction and offer letter, the earnest money

deposit and any other monies paid by me/us along with the online form and

thereafter, are liable to be forfeited.

6. I/We understand that the earnest money deposit of all Bidders shall be retained

and returned only after the declaration of the Auction results. I/We state that I/We

have fully understood the terms and conditions therein and agree to be bound by

the same.

7. I/ We confirm that our participation in the e-auction process, submission of bid or

acquisition of the Property(ies) pursuant to the provisions of the terms of sale will

not conflict with, or result in a breach of, or constitute a default under (i) our

constitutional documents; or (ii) any applicable laws; or (iii) any authorization or

approval of any government agency or body; or (iv) any judgment, order,

injunction, decree, or ruling of any court or governmental authority, domestic or

foreign binding on me/ us; or (v) any agreement to which I am/ we are a party or

by which I am/ we are bound.

8. The decision taken by the Liquidator with respect to the selection of the Successful

Bidder and communicated to us by the Liquidator shall be binding onme/us.

42
9. I/ We also undertake to abide by the additional conditions if announced during the

e-auction including the any announcement for correction of and/or additions or

deletions to the time of the auction and properties being offered for sale.

10. I/We also confirm that I/ we have taken training on the on-line bidding/auction

and confirm that I am/ we are fully conversant with the functionality and process.

11. I/We confirm that the Liquidator and or his employees shall not be liable and/ or

responsible in any manner whatsoever for my/our failure to access and bid on the

e-auction platform due to loss of internet connectivity, electricity failure, virus

attack, problems with the PC, any other unforeseen circumstances etc. before or

during the auction event.

12. I/We hereby confirm that I/we do not suffer from any disqualification/ineligibility

in terms of provisions under Section 29A of the Insolvency and Bankruptcy Code,

2016.

13. I/ We, hereby confirm that I/ we will honour the bids placed by me/ us during the

e-auction process.

(Signature)
Name:
Address:
Email Id:
Mobile:

43
 Annexure III

Technical Terms & Conditions of e-auction sale

1. E-Auction will be conducted on “AS IS WHERE IS” “AS IS WHAT IS”

“WHATEVER THERE IS BASIS” and “NO RECOURSE” basis through approved

service provider e-Procurement Technologies Ltd. On their portal https://

ncltauction.auctiontiger.net. Contact: Mr. Mobile: &

Mr. Mobile: . The contact details may

be obtained separately from the Liquidator.

2. Intending bidders shall have a valid e-mail ID, valid PAN Card and KYC

documents to register with the E-Auction Service Provider.

3. The intending bidders prior to submitting their bid, should make their

independent inquiries regarding their encumbrances, title of property,

claims/rights/dues affecting the property, inspect the property at their own

expenses and satisfy themselves.

4. Intending bidders have to register with the e-auction service provider.

5. Only upon verification of the bid by the Liquidator and confirmation of remittance

of EMD will the Eligible Bidders be declared and thereafter, permitted to access

the portal for bidding for the Property.

6. The Bidder shall be solely responsible for all consequences arising out of the bid

submitted by him (including any wrongful bidding) and no complaint/

representation will be entertained in this regard by the approved service provider/

the Liquidator. Hence, Bidders are cautioned to be careful to check the bid amount

and alter/rectify their bid if required before confirming the bid submitted.
7. Bidders should not disclose their User ID as well as password and other material

information relating to the bidding to anyone to safeguard its secrecy. Bidders are

advised to change the password immediately on receipt thereof.

8. The declaration as per the format set out in Annexure II must be executed in

accordance with applicable law and it must be in issued in accordance with the

constitutional documents of the Bidder, if applicable, after obtaining all corporate

approvals as may be required. The extract of constitutional documents and

certified copies of the corporate approvals must be enclosed with the declaration.

In case of Bidder being an individual, the declaration must be personally signed.

9. All the aforementioned documents are required to be emailed to the Liquidator

and the original physical copies thereof shall be provided by the Successful Bidder

to the Liquidator in accordance with the Process Memorandum.

10. All bids placed are legally valid bids and are to be considered as bids from the

Bidder himself. Once the bid is placed, the Bidder cannot reduce or withdraw the

bid for whatever reason. If done so, the EMD amount shall be forfeited.

11. The highest bid on the auction shall supersede all the previous bids of the

respective Bidders. The Bidder with the highest offer/ bid does not get any right to

demand for acceptance of his bid.

12. After the conclusion of the e-auction for each Property, the Successful Bidder shall

be informed through a message generated automatically by the portal, of the

outcome of the e-auction. A separate intimation shall also be sent to the Successful

Bidder. Date of sending the email will be considered as the date of receipt of the

intimation i.e. Date of Intimation.

45
13. Bidders may encounter certain unforeseen problems such as time lag, heavy

traffic, and system/ power failure at the Bidder’s end. To avoid losing out on

bidding because of abovementioned reasons, it is advised not to wait for the last

moment.

46
 Annexure IV

Description of Assets & Liabilities of the “CD to be Sold as Going Concern” u/r
32(e) of Liquidation Regulations

The Corporate Debtor is being sold as a going concern in terms of the present bid as
envisaged under Regulation 32(e) of the Insolvency and Bankruptcy Board of India
(Liquidation Process) Regulations. The following are intended to be transferred to
the successful bidder, subject to appropriate order from NCLT.

Asset Class Description

Leasehold land admeasuring 23,082 sq. Mtrs. Land belongs to
RDA (Raipur Development Authority). This land has been given
Leasehold Rights
on a lease of 30 years from 03/03/2010 ending on 02/02/2040 and
extendable for 2 further periods of 30 years each subject to terms &
conditions.
The building consists of:
➢ Basement 3 – Lower Basement
➢ Basement 2 – Upper Basement
➢ Lower Ground Floor(LGF)
➢ Ground Floor
➢ First Floor
Building ➢ Second Floor
constructed by ➢ Third Floor
the CD on ➢ Fourth Floor
Leasehold Land ➢ Hotel Block
except the
Exclusions subject The total area of the building admeasures approximately 80394 Sq.
to terms and Mtr. excluding the areas held as security and not relinquished by
conditions of the Tata Capital Financial Services Ltd., L&T
agreement with Infrastructure Finance Company Ltd. & Reliance Commercial
Finance Ltd. aggregating approximately 6412 Sq. Mtrs. and area
RDA handed over to RDA as per agreement measuring approximately
4000.00 Sq Mtrs.
Current, Non- All the current, non-current assets & Investments of the CD except
Current Assets & for those specifically excluded.
Investments
Liabilities Description as below. Please note that as this is an ongoing business
following liabilities may undergo changes to some extent being a
going concern
Received by the Corporate Debtor towards security deposit from
Item 1: INR 2.96
the tenants (as described in the Information Memorandum). This
Crores
figure may undergo changes on the date of auction/transfer as the
business in ongoing.
Received from certain entities in light of the agreements to sell
Item 2: INR 6.39 executed by the Corporate Debtor (as described in the Information
Crores Memorandum)
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Item 3: INR 23.59 This relates to the admitted value of the claim filed by the Raipur
Crores Development Authority as an unsecured Operational Creditor
reduced by the payment already made for CIRP period of FY 18-19
along with its GST @18% (RDA Claims includes the claim in respect
of the compounding fees imposed by the Raipur Municipal
Corporation and Ground Rent)
1. The above description is for the sake of reference. The prospective bidder
needs to conduct its due diligence to get the details.

2. It is stated for clarification that the Items No. 1, 2 and 3 referred hereinabove
will not be satisfied from the liquidation estate of the Corporate Debtor
under Section 53 of the Code and the said liability in respect of the said
claim will be transferred with the Corporate Debtor upon the successful
conclusion of the e-auction proceedings.

NOTE:
A. During the currency of the Corporate Insolvency Resolution Process and the
Liquidation Process, the Corporate Debtor has been run and managed by the
Insolvency Professional appointed by the Hon’ble National Company Law
Tribunal.

B. It is stated to clarify that the following receivables and/ or dues received, if any, are
not a part of the Assets being transferred by way of Going Concern as proposed
herein. The Bidder shall have no interest in the same and the same shall form a part
of the liquidation estate, which shall be a subject of distribution/ appropriation in
favour of the creditors/ stakeholders of the Corporate Debtor and for incurring the
liquidation cost.

a. There was transfer of money from the account of the Corporate Debtor after
passing of the admission order i.e. 01.02.2018 and before the Interim Resolution
Profession taking charge of the Corporate Debtor on 08.02.2018, in respect of
which, an application bearing No. I.A. 2078 of 2019 is pending adjudication
before the Hon’ble National Company Law Tribunal.

b. Proceedings under Section 43 and 44 of the IBC, 2016 namely I.A. 1386 of 2018
is pending adjudication before the Hon’ble National Company Law Tribunal.

c. There is outstanding rent due from various lessees of the Corporate Debtor, in
respect of which suitable legal remedies are being deliberated and pursued by
the Liquidator.

d. Receivables in respect of the billing done during the currency of the Corporate
Insolvency Resolution Process and the Liquidation Process. Liquidator may
enter into a separate agreement with successful bidder to sell off such
receivables separately or recover such dues on his own.

e. Any other receivables accrued during the currency of Corporate Insolvency

Resolution Process and the Liquidation Process. Liquidator may enter into a
separate agreement with successful bidder to sell off such receivables
separately or recover such dues on his own.
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f. Other amounts lying in the bank accounts & fixed deposits of the Corporate
Debtor and such other assets not enlisted in this document or the Information
Memorandum shared separately.

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