SALE PROCESS MEMORANDUM

MAP OIL LLP (IN LIQUIDATION)

LLPIN: AAF-4591

SALE PROCESS MEMORANDUM

DATED 18th MARCH 2024
TOWARDS SALE OF COMPANY AS A GOING CONCERN/SALE
OF ASSETS OF THE COMPANY ON SLUMP SALE BASIS

IN
THE MATTER OF
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

& REGULATIONS THEREUNDER

LIQUIDATOR
Vinod Tarachand Agrawal
IBBI/IPA-001/IP-P00641/2017-18/11090
Registered office: Budasan Budasan Kadi Mahesana Gujarat 382715
Email: cirp.mapoilllp@gmail.com
Contact No: 7990672640

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

DISCLAIMER
This Sale Process Memorandum (shortly “Process Memorandum” or “Memorandum”)
is issued by Vinod Tarachand Agrawal, the Liquidator of MAP OIL LLP (Corporate
Debtor) to provide general information only, without regard to specific objectives,
suitability, financial situations and the requirements of any person. The purpose of this
document is to set out the process for submitting bids (as defined herein) in the E-
auction for the sale of the Corporate Debtor (“CD” or “Company”) MAP OIL LLP (in
liquidation) on ‘as is where is’ ‘as is what is’, ‘as is how is’, ‘whatever there is’ and
without any recourse basis, without any representation, warranty, or indemnity by the
Company, the Liquidator or any other person, in accordance with the Insolvency and
Bankruptcy Code, 2016 (“the Code”) read with the Insolvency and Bankruptcy Board of
India (Liquidation Process) Regulations, 2016 (“Liquidation Regulations”) as amended
from time to time. Nothing contained herein or in any other documents relating to Sale
of the Corporate Debtor as a going concern/Sale of the assets of the Corporate
Debtor on Slump Sale basis is intended to be construed as legal, financial, accounting,
regulatory or tax advice by the Liquidator or his professional advisors. This Process
Memorandum is not personal and specific to each Applicant(s). 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. This Process Memorandum does not solicit any action based
on the material contained herein.

The information in this Process Memorandum and any information provided earlier or
subsequently, whether verbally or in documentary or any other form by or on behalf of
the Liquidator does not constitute a comprehensive document and has been compiled
on the basis of information available in the Company and has not been independently
verified by the Liquidator. While this has been prepared in good faith, no representation
or warranty, expressed or implied, is or will be made and no responsibility or liability is
or will be accepted by the Liquidator, his professional advisors, the Company or by any
of their respective officers, employees or agents in relation to the accuracy, fairness,
authenticity or completeness of this Memorandum or any other written or oral
information made available to any Interested Bidder(s) or its advisers and any such
liability is expressly disclaimed.

In so far as the information contained in this Memorandum and any information

provided earlier or subsequently includes current or historical information, the
accuracy, adequacy, authenticity, correctness, fairness, and completeness of such
information cannot be guaranteed. The information provided to the Interested Bidder(s)
may contain statements describing documents and agreements in summary form and

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591
such summaries are qualified in their entirety with reference to such documents and
agreements. The information given is not intended to be an exhaustive account of
statutory requirements and should not be regarded as complete. Some of the facts
mentioned herein and any information provided earlier or subsequently may be
contested by parties in litigation; the Liquidator does not in any manner affirm/ deny or
indicate any of the Liquidator’s views on these contested matters.

The Liquidator accepts no responsibility for the accuracy or otherwise for any statement
contained in this Memorandum and any information provided earlier or subsequently
and expressly disclaims any and all liability, which is based on the information and
statement or any part thereof contained in / omitted from this Document and any
information provided earlier or subsequently. Cognizance should also be taken of the
fact that the Liquidator does not give any assurance or warranty of the physical
condition of assets and their suitability for any sort of operation that the Interested
Bidder envisages. Each Interested Bidder should, therefore, conduct its own
investigations and analysis and should check the accuracy, adequacy, correctness,
reliability and completeness of the assumptions, assessments, statements and
information provided in this process document and any information provided earlier or
subsequently and obtain independent advice from appropriate sources.
By acceptance of this process document, the Interested Bidder(s) shall be deemed to
have acknowledged that it has not relied upon any representation and warranty made
by the Liquidator and / or his professional advisors. The submission of the Bid means
and implies that the Interested Bidder has read carefully and unconditionally and
irrevocably agreed to and accepted all the terms and conditions laid herein. This
document has not been filed, registered or approved and will or may not be filed,
registered, reviewed or approved by any statutory or regulatory authority in India,
including the Adjudicating Authority, the Hon’ble NCLT.

This Process Document and the information contained herein or disclosed or any part of
it does not constitute or purport to constitute any advice or information in publicly
accessible media and should not be printed, reproduced, transmitted, sold, distributed,
or published by the recipient without prior written approval from the Liquidator.

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 Document,

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LLPIN: AAF-4591
including for the Interested Bidder not being selected as a Successful Bidder or on
account of any decision taken by the Liquidator.

The Liquidator give no undertaking to provide the recipient with access to any
additional information or to update this Document or any additional information, or to
correct any inaccuracies in it which may become apparent, and they reserve the right,
without giving reasons, at any time and in any respect, to amend or terminate the
procedures set. The issue of this Process Document shall not be deemed to be any firm
commitment on the part of the Liquidator with any transaction.

In addition to the provisions set out in this Process Document, the Interested Bidder
shall be responsible for fully satisfying the requirements of the Code and Liquidation
Regulations as well as all laws in force that are or may be applicable to the Interested
Bidder 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
Memorandum shall be deemed to relieve, wholly or partially, directly or indirectly, the
Interested Bidder from compliance with the Code and Liquidation Regulations as well as
any other laws in force, and / or any instrument having the force of law as may be
applicable and nothing in this Memorandum shall be construed as, or operate either,
wholly or in part, as exempting the Interested Bidder from complying with all such laws,
as are or may be applicable.

No Person, including the Interested Bidder 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 Document or otherwise,
including the accuracy, adequacy, authenticity, correctness, completeness or reliability
of the information or opinions contained in this Document or any other information and
any assessment, assumption, statement or information contained therein or deemed to
form part of this Document, and the Liquidator, his professional advisors, employees do
not have any responsibility or liability for any such information or opinions and
therefore, any liability or responsibility is hereby expressly disclaimed.

The assets of the CD are to be sold as a going concern basis under sub-regulation (e) of
the regulation 32 of the Liquidation Regulations and / or on Slump Sale basis as per
sub regulation (b) of regulation 32 of the Liquidation Regulations and on ‘as is where is’
‘as is what is’, ‘as is how is’, ‘whatever there is’ and without any recourse basis, without

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591
any representation, warranty, or indemnity by the Liquidator or any other person. The
proposed sale of assets of the Company does not entail transfer of any title except the
title which the Company had on the assets as on date of sale. The Liquidator does not
take or assume any responsibility for any shortfall or defect or shortcoming in the
moveable /immoveable assets of the Company. Whilst it is not the intention to transfer
any liabilities associated with the Asset, the Interested Bidder is advised to ascertain all
statutory liabilities / taxes / demands / claims / maintenance fee / electricity / water
charges /decrees/awards against the Company/uncrystallized liabilities etc.,
outstanding as on date or yet to fall due in respect of the relevant asset.

The Interested Bidder shall bear all its costs and charges associated with or relating to
participation in the e-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 incurred in connection with or relating
to the bidding.
This Process Document is neither transferable nor assignable. The Liquidator
reserves the right to reject any offer received, at his own discretion, without
providing any reasons for the same.
The Liquidator reserves the right to amend/change the terms of this Process Document
at his sole discretion and amend the timelines for the submission of the Bids or any
other related events on the sale.

If during any stage of the process for sale of the assets of the Company pursuant
to this Process Document, the Liquidator comes to know of the fact that any
Interested Bidder has become ineligible pursuant to Section 29A of the Code, then
the bid submitted by the Interested Bidder shall be rejected by the Liquidator.
The Liquidator or any of his professional advisors, affiliates, agents, representatives or
managers shall not be liable for any loss, damage or liability arising out of or in
connection with: (a) the rejection of all or any of the Bids received pursuant to this
Process Document or (b) modifying/ amending the terms of this Process Document
(including the timelines mentioned herein).

The issue of this Process Document does not imply that the Liquidator is bound to
select an Interested Bidder or to select any particular Interested Bidder as a
Successful Bidder. The Liquidator reserves the right to reject all or any of the
offer(s) from the Interested Bidders, at any stage, without assigning any reason
whatsoever, save and except as otherwise provided under Applicable Laws.

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MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591
The Seller accepts no responsibility for the accuracy or otherwise for any statement
contained in this Sale Process Document. The Seller also accepts no liability of any
nature whether resulting from negligence or otherwise howsoever caused and the
Bidder before relying upon the statements contained in this Sale Process Document
shall make due diligence to verify the facts.

The details of the Assets as stated in the Notice of Sale and under this Sale Process
Document are as per the details made available to the Seller based on the document
and information furnished by the suspended management or any other person
connected with the corporate debtor including but not limited to its ex-employees,
lenders or any other persons and the Seller shall not, in any way, be responsible for any
variation in the extent of the Assets due to any reason.

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

INDEX TO SALE PROCESS DOCUMENT

Sr. SUBJECT PAGE

No. NOS
COVER PAGE 01

DISCLAIMER 02 - 06

INDEX TO SALE PROCESS DOCUMENT 07

A LEGAL CONTEXT & EVENTS LEADING TO THE 08

PRESENT SALE INITIAATIVE
B ASSETS IDENTIFIED & INTENDED FOR THE SALE 09
OF THE CD AS A GOING CONCERN/SALE OF THE
ASSETS OF THE CD ON SLUMP SALE BASIS
C MANNER & MODE OF SALE, TIMELINE, E- 10 – 20
AUCTION PROCESS ETC.
D TERMS AND CONDITIONS OF E-AUCTION 21 – 31

E FRAUD AND CORRUPT PRACTICES 32 – 33

F MISCELLANEOUS 34 – 37

FORMAT A- EMD-BANK GUARANTEE

FORMAT B EMD-ASSOCIATE/ASSOCIATE
COMPANY.
ANNEXURE I – AFFIDAVIT AND UNDERTAKING

ANNEXURE II – CONFIDENTIALITY UNDERTAKING

ANNEXURE III – BID APPLICATION FORM

ANNEXURE IV – BID DECLARATION FORM

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

A. LEGAL CONTEXT & EVENTS LEADING TO THE

PRESENT SALE INITIATIVE

A.1: Commencement of CIRP & Liquidation

Mr. Kadam Kiritbhai Patel (Proprietor of Pearl Impex) filed an Application under
Section 9 of the IBC to initiate Corporate Insolvency Resolution Process against
MAP OIL LLP as per the provisions of IBC, wherein the Application was admitted
by the NCLT vide its order dated 26th June 2022 (“CIRP Order”). Pursuant to the
CIRP Order, the management of the affairs of the LLP were vested with Mr.
Dhaval J Mistry, the Interim Resolution Professional of the Company (“IRP”)
appointed by the NCLT. Subsequently, Vinod Tarachand Agrawal was appointed
as the Resolution Professional (“RP”) vide Order dated 2nd August,2022 of NCLT.
The RP had been vested with the responsibility to manage the affairs of the LLP
and to further perform all such duties and acts as prescribed under Section 17
read with 23(2) of IBC. As resolution plan was rejected by the COC, Application
for Liquidation was filed before the NCLT by the Liquidator, subsequent to voting
by COC. The said Application for Liquidation of MAP OIL LLP submitted by the
RP was admitted by the NCLT vide its order dated April 24, 2023, and published
on May 9, 2023 at NCLT website. Pursuant to the Liquidation Order, the RP was
appointed as the Liquidator to conduct LLP in accordance with the provisions of
IBC and Liquidation Process Regulations.

A.2: BIDDER ELIGIBILITY PROVISIONS

It is pertinent and very important to state, with respect to the eligibility of the
bidders, proviso to the Section 35(1) (f) states:

“Provided that the liquidator shall not sell the immovable and movable
property or actionable claims of the corporate debtor in liquidation to any
person who is not eligible to be a resolution applicant.”

The ineligibility of a resolution applicant is contained in Section 29A of the Code

and the intending bidders shall refer it before making an application as bidder /
prospective bidder.

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

B. ASSETS IDENTIFIED & INCLUDED FOR THE SALE

The Liquidator has proposed to offer two options to the interested Bidders:

a. Sale of Corporate Debtor as a Going Concern Under Regulation 32 (e)

of the IBBI (Liquidation Process) Regulations 2016
OR
b. Sale of assets of Corporate Debtor on Slump Sale basis under
Regulation 32 (b) of the IBBI (Liquidation Process) Regulations 2016

The Assets of the CD under the above given options comprises of the following
class / category of assets:

B.1. LEASEHOLD HOLD LAND:

Leasehold Factory Land and Building situated at S.No.105/1 paiki its new
S.No.32/1, Kadi Mehsana, Gujarat- 382715 Admeasuring Total area. 20903 sq.
mtrs lease hold property out of total 103220 sq. mtrs with construction
thereon of factory & building and refab factory structure and Machinaries in the
said premises. The said property belongs to Mehulbhai Arvindbhai Patel and
Khusbooben Mehulbhai Patel (both are promoters and guarantors of the unit)
and Corporate debtor has Lease hold rights.

Land and Leasehold rights are secured / mortgaged with secured Lender.
Ownership of Land shall not be transferred to successful Bidder by the
Liquidator.

Common Entry Gate and Common road has been shared by other units /
companies.

**Lessor has issued a termination letter for the lease, for the same reply has
been given that leasehold right of mortgaged property / mortgaged leasehold
rights can not be cancelled. (Details shall be provided to Bidders for evaluation)

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MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

C. MANNER / MODE OF SALE, TIMELINES, E-AUCTION

PROCESS ETC.

C.1 BASIC INFORMATION ON SALE OF CD AS A GOING

CONCERN/SALE OF ASSETS OF CD ON SLUMP SALE BASIS

The sale of the assets of the CD, MAP OIL LLP identified for Sale of the Corporate
Debtor as a going concern / sale of the assets of the Corporate Debtor on Slump
Sale basis are briefly stated above in PARA – B.1 of this Memorandum. The sale
will be carried out through an e-auction process in the manner specified in
Schedule – I of the IBBI (Liquidation Process) Regulations 2016.

M/s. E-Procurement Technologies Limited (Auction Tiger) (“E-Auction Service

Provider” or “Agency”) has been appointed towards providing e-auction platform
to conduct e-auction for and on behalf of the Seller. The following details may
be taken note of.

Sr. PARTICULARS OF E-AUCTION

No.
1 Seller of Assets Vinod Tarachand Agrawal in the capacity as
Liquidator of MAP OIL LLP (In Liquidation)

2 Assets for E-auction sale Sale of the Corporate Debtor as a going

concern OR Sale of the assets of the Corporate
Debtor on Slump Sale basis as stated in Para –
B of this Process Memorandum.

3 Web site of the E-auction https://ncltauction.auctiontiger.net

Service Provider
4 Address of E-auction E-Procurement Technologies Limited (Auction
Service Provider for Tiger),
technical support B-704, Wall Street - II, Opp. Orient Club, Nr.
and Contact Person Gujarat College, Ellis Bridge, Ahmedabad -
380006 Gujarat (India)
Mr. Praveen Kumar Thevar
Mob: +91 9722778828
Email Id: nclt@auctiontiger.net /
praveen.thevar@Auctiontiger.net

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

5 EXPRESSION OF The Expression of Interest (EOI) shall be

INTEREST (EOI) submitted along with the supporting
documents by prospective bidders; the
document involved are:

6.1.1. Ownership structure and composition of

the Bidder, Proof of Identification, Current
Address- Proof, PAN card, valid e-mail ID,
Landline and mobile phone number etc. Details
of all partners / directors to be submitted in
case of firm / company.

6.1.2. Authorization to the Signatory (in case

the bidder is a legal entity).

6.1.3. The interested bidder must submit the

Affidavit and Undertaking and Confidentiality
Undertaking (through Authorized Signatory, in
case the bidder is a legal entity). The format for
the Affidavit and Undertaking is attached vide
Annexure 1 and the format for the
Confidentiality Undertaking is attached vide
Annexure 2.

6.1.4. A demand draft drawn payable at

Ahmedabad favouring “MAP OIL LLP” shall be
sent to Liquidator at below mentioned address:

204, Wall Street I, Opp Orient Club,

Nr Gujarat Commerce College,
Ellisbridge, Ahmedabad. 380006

OR

Online payment can also be made in the

liquidation account. Details shall be shared
with Interest Bidders upon request on email id
of liquidator.

A Qualified Bidder will need to submit the duly

filled, signed and stamped Bid Application

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LLPIN: AAF-4591

Form attached vide Annexure 3, and duly

filled, signed and stamped Bid Declaration
Form by Bidders attached vide Annexure 4.

6.2. Please note that only the Qualified

Bidder(s) will gain access to Data Room,
Information Memorandum, documentation,
additional information in relation to the
Company required for due diligence after due
submission of the requisite forms, documents
and authorizations; Affidavit and Undertaking;
executing a Confidentiality Undertaking and
the demand draft as stated in para 6.1.1 to
para 6.1.4 above.

6.3. Further, it should be noted that at any

stage of the E-Auction Process, the Liquidator
may ask for further documents from the
Bidder(s) to evaluate their eligibility. The
Liquidator, at his discretion may disqualify the
Bidder(s) for non-submission of the requested
documents.

6 Special Instructions The bidding is a serious matter and last-

minute bidding may lead to mistake or lapses.
Neither the E-Auction Service Provider nor the
Seller will be responsible for any lapses/failure
on the part of the Bidder.

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

C.2. RESERVE PRICE, EMD, INCREMENTAL BID AMOUNT

The Reserve Price, Earnest Money Deposit (EMD) & the Incremental Bid Amount
for Sale of the Corporate Debtor as a going concern/Sale of the assets of the
Corporate Debtor on Slump Sale basis are as below:

RESERVE PRICE Rs. 7,17,00,000/-

(In words: Rupees Seven Crores Seventeen Lakh only)

EARNEST MONEY DEPOSIT Rs. 71,70,000/-

In words: Rupees Seventy One Lakh Seventy Thousand only)

INCREMENTAL BID AMOUNT Rs. 10,00,000/-

(In word: Rupees Ten Lakh only)

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

C.3 IMPORTANT TIMELINES IN THE SALE PROCESS

The important timings in the E-auction Process are as below:

Sr Event Timeline (days)

1 Public Advertisement of E-Auction Monday, 18th March, 2024
a) This E- Auction Process Information
Available from Tuesday, 19th
2 Document made available on the
March, 2024
website of the Company
b) Submission of the requisite forms,
documents and authorizations;
Affidavit and Undertaking; executing
a Confidentiality Undertaking and
18.03.2024 to 02.04.2024
the demand draft by the bidder as
stated above and as annexed in the
E-Auction Process Information
Document
c) Declaration of Qualified Bidder 03.04.2024
a) Opening of Data Room Access to the
Qualified Bidders
3 04.04.2024 to 12.04.2024
b) Site Visits and Discussion Meeting
c) Facilitation of Due Diligence
4 Deposit of EMD & Bid Application Form 15.04.2024
E- Auction Date & announcement of the
5 18.04.2024
Successful Bidder
Issuance of email confirmation as
6 18.04.2024
Successful Bidder
7 Execution of LOI by the Successful 19.04.2024

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LLPIN: AAF-4591

Bidder
Return of EMD for unsuccessful
8 Bidders (within 15 days from e-auction 03.05.2024
date)
Successful bidder shall be
required to make payment of the
bid amount within 90 days of the
intimation. Interest shall be
Payment of further consideration by the charged at 12 % p.a. on payment
9
buyer after 30 Days. If the payment is
not made within 90 days of
intimation, the amount of EMD
and other payment made shall
be forfeited.
After receipt of entire
10 Issuance of Sale Certificate
consideration

If the entire consideration along with interest, if any is not received on or

before 90 days of the intimation, the e-auction of the successful bidder will
be cancelled and the amount already paid will be forfeited.

Kindly note that the reserve price and the price auctioned with the basic amount
without the TAX, Registration, and DUTY components, if any applicable to the
sale and the successful bidder shall pay all the applicable taxes immediately
after a demand is made for the same.

IMPORTANT NOTE:

Please note that in accordance with clause 12 of the Schedule - I of IBBI

(Liquidation Process) Regulations, 2016, payments made after thirty days
of intimation to the successful bidder demanding the balance payment of

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90% shall attract interest at the rate of 12% per anum. That is, as per the
above schedule, the payment, including taxes etc. made after 90 days will
attract interest at 12% per annum.

The said clause also states that the sale will be cancelled if the entire
consideration is not received within ninety days of intimation to the
successful bidders.

The successful bidder shall within 10 days of issue of Sale Confirmation

shall take the possession and control of the Corporate Debtor unless a
written confirmation / instruction given by liquidator for extension, at
their / its own cost, else the bidder will be liable to pay all the costs
incurred in the upkeep of the Corporate Debtor beyond 10 days.

THE SEQUENCE OF INITIAL EVENTS FOR THE BIDDER SHALL BE:

a. Submission of Expression of Interest (EOI) by prospective bidders as per the

Format given as Format A and B in along with the supporting documents
including the completed forms, viz. ANNEXURE – 3 and 4;
b. Communication by the Liquidator on the eligibility and providing time for the
site visit and other due diligence process by the prospective bidder to include
also the physical verification of the assets of the Corporate Debtor;
c. Submission of Bid Application in ANNEXURE – 3 along with the submission of
Earnest Money Deposit;
d. Intimating the prospective bidder of its eligibility to participate in the e-
auction process;
e. Training with the E-Auction Agency;
f. Bidding through e-auction platform;

The declaration in ANNEXURE – 1 and Confidentiality undertaking in

ANNEXURE – 2 shall be on stamp paper of appropriate value with an
Affidavit duly notarized.

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MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591

C.4 INFORMATION ON E-AUCTION SALE OF THE CORPORATE

DEBTOR AS GOING CONCERN/SLUMP SALE

(a) This Electronic Auction (e-Auction) Sale Process Memorandum has been issued
for the purpose of stating the process involved in the SALE OF THE
CORPORATE DEBTOR, MAP OIL LLP, AS A GOING CONCERN and/or SALE
OF ASSETS OF CORPORATE DEBTOR ON SLUMP SALE BASIS, through e-
Auction in accordance with the provisions contained in the Insolvency and
Bankruptcy Code, 2016 (the Code) and the Insolvency and Bankruptcy Board of
India (Liquidation Process) Regulations, 2016 (Liquidation Regulations).

(b) This E-Auction Process Document is issued only for the interested and eligible
Bidders.

(c) The information related to the Bid, viz. Pre-bid EOI for eligibility, Application
Form, Undertakings, Affidavit, Documents to be submitted with the Application,
Earnest Money Deposit, Terms and Conditions, Timelines including the Reserve
Price, other requirements for participation in the E-auction process etc. are
provided in this Process Memorandum and ANNEXURES thereto. All the
prospective bidders are requested to refer to this Memorandum carefully. The
Process Memorandum is non-transferable.

(d) The timelines, notifications, updates and other details for the e-auction process
are also available in the website of the e-Auction Service Provider,
https://ncltauction.auctiontiger.net. Any updates, if any, shall be made
available to prospective bidder via e-mail.

(e) The bidders who desire to submit bid must submit their bid on the stated e-
Auction portal only.

(f) COMMON BID SHALL BE PERFORMED BY THE E-AUCTION AGENCY FOR

BOTH OPTIONS. PROSPECTIVE BIDDER SHALL INDICATE HIS
PREFERENCE IN FORM OF BID, i.e., AS A GOING CONCERN BASIS AS PER
REGULATION 32(e) AND/OR SLUMP SALE BASIS AS PER REGULATION
32(b). BID APPLICATION FORM IS AS PER ANNEXURE 3.

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(g) The original Application for bidding including the documents in support of the
pre-bid qualifications, undertakings, affidavits etc. shall be submitted to the
Office of the Liquidator by Speed / Registered AD Post or in Person AND
Electronically to the email id cirp.mapoilllp@gmail.com on or before last date of
submission of bid application, i.e., 02.04.2024. The office address and email id
for the purpose of submission of documents are as given below:

204, Wall Street I, Opp Orient Club,

Nr Gujarat Commerce College,
Ellis Bridge, Ahmedabad. 380006.

EMAIL ADDRESS: cirp.mapoilllp@gmail.com

(h) The information contained in this Process Memorandum is for Sale of the
Corporate Debtor as a going concern OR Sale of the assets of the Corporate
Debtor on Slump Sale basis.

(i) This Process Memorandum is neither an agreement nor an offer by the Seller to
the prospective bidder(s) or any other person. The purpose of this Memorandum
is to provide interested parties with information that may be useful to them in
deciding on their participation in the e-auction pursuant to this Process
Memorandum. The Seller has tried to incorporate all the required information.
However, the assumptions, assessments, statements and information contained
in this Tender Document may not be fully complete, accurate, adequate or
correct. Each Bidder should, therefore, conduct its own investigations, due
diligence and analysis and should check the accuracy, adequacy, correctness,
reliability and completeness of the assumptions, assessments, statements and
information contained in this Memorandum and obtain independent advice from
appropriate persons before submitting the bid.

(j) The information provided in this Memorandum to the Bidder(s) have been
collated from available sources and could be subject to interpretation of
Applicable Law(s). The information given is not intended to be an exhaustive
account of all the statutory requirements and should not be regarded as
complete.

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(k) The seller, its employees and advisors make no representation or warranty and
shall have no liability to any person, including any bidder under any law,
statute, rules or regulations, principles of restitution or unjust enrichment or
otherwise for any loss, damages, cost or expense which may arise from or may
have incurred or suffered on account of anything contained in this Process
Document or otherwise, including the accuracy, adequacy, correctness,
completeness or reliability of the Process Memorandum and any assessment,
assumption, statement or information contained therein or deemed to form part
of this Process Memorandum or arising in any way from participation in this e-
auction process.

(l) The Seller may, in its absolute discretion, but without being under any
obligation to do so, update, amend or supplement the information, process or
assumptions contained in this Process Memorandum.

(m) The issue of this Process Memorandum does not imply that the Seller is bound to
select a Bidder, Eligible Bidder or Successful Bidder and the Seller reserves the
right (without incurring any liability) to reject all or any of the bidders or bids at
its discretion.

(n) Each Bidder shall bear all its costs associated with or relating to the preparation
and submission of its bid including but not limited to preparation, copying,
postage, delivery fees, expenses associated with any demonstrations or
presentations, if any, which may be required by the Seller or any other costs
incurred in connection with or relating to its bid including the EMD.

(o) The term “bidder” or “intending bidder” or “prospective bidder” as used in this
Tender Document shall mean any person who desires to bid or has successfully
submitted Bid Application / Expression of Interest (EOI) in response to the sale
notice dated 18.03.2024 issued by the Liquidator in daily newspapers and the
Process Memorandum uploaded on the website of the E-auction Service Provider
i.e. https://ncltauction.auctiontiger.net and also available on request made to
Liquidator through e-mail. It is clarified that a Bidder may submit a bid under
this Process Memorandum for the purchase of the Corporate Debtor as a going
concern and /or the assets of the Corporate Debtor on Slump Sale basis for
which he has successfully submitted an Application / EOI in response to the
Sale Notice or other forms of Notices

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(p) Sale of the Corporate Debtor as a going concern OR Sale of the assets of the
Corporate Debtor on Slump Sale basis are proposed to be sold on “as is where
is basis”, “as is what is basis”, and “whatever there is basis” “as is how is”,
and without any recourse basis, without any representation, warranty, or
indemnity by the Liquidator or any other person and the proposed sale of the
assets of the Company does not entail transfer of any title except the title which
the Company had over its assets as on the date of the transfer. The Liquidator
does not take or assume any responsibility for any shortfall or defect or
shortcoming in or incompleteness of the assets of the Company.

(q) The Sale Notice information provided in this Section, the Terms and Conditions
and information stated in Sections and elsewhere and the ANNEXURES of this
Process Memorandum shall all form an integral part of this Memorandum and
this shall always be read together with all the information provided therein.

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D. TERMS AND CONDITIONS OF E-AUCTION

Sale of the Corporate Debtor as a going concern OR Sale of the assets of the
Corporate Debtor on Slump Sale basis specified in the Sale Notice dated
18.04.2024 and in this Process Memorandum shall be governed by the following
Terms and Conditions:

The sale of the Corporate Debtor as a Going Concern will be made under
regulation 32 (e) of the Liquidation Regulations read with other applicable
provisions of the Code, Regulations, Rules, Circulars and Guidelines.

The sale of the assets of the Corporate Debtor on Slump Sale basis will be made
under regulation 32 (b) of the Liquidation Regulations read with other applicable
provisions of the Code, Regulations, Rules, Circulars and Guidelines.

D.1 CAUTION TO THE PROSPECTIVE BIDDERS

(a) The Sale of the Corporate Debtor as a going concern/Sale of the assets of the
Corporate Debtor on Slump Sale basis are offered strictly based on “as is where
is basis”, “as is what is basis”, “as is how is”, and “whatever there is basis”
and “no recourse basis”.

(b) Bidders are advised to go through all the terms and conditions of sale given
in this Tender Document before participating in the online bidding/auction.

(c) The Successful Bidder shall be entitled to all the rights of the incumbent
holder in respect of the assets under consideration. However, it may be noted
that the details of the assets identified in the Sale of the Corporate Debtor as a
going concern/Sale of the assets of the Corporate Debtor on Slump Sale basis as
stated in the Notice of Sale and under this Process Memorandum are as per the
details available with the Seller and neither the Seller nor the E-Auction Service
Provider shall, in any way, be responsible for any variation in the specifications,
conditions, completeness etc. of the assets included in the Sale of the Corporate
Debtor as a going concern/Sale of the assets of the Corporate Debtor on Slump
Sale basis.

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D.2 INSPECTION OF THE ASSETS / BUYERS BEWARE

Only the bidders who are found prima facie to be eligible as prospective bidders
will be allowed the inspection of the Assets. For the purpose of this eligibility
determination by the Liquidator the prospective bidder shall give its EOI in
ANNEXURE–3 along with the eligibility affidavit and confidentiality agreements.

(a) Bidders are requested to inspect the assets of the Corporate Debtor and
satisfy themselves regarding the conditions, make, model, specifications,
realisability etc. prior to submission of their online bids. All costs incurred in
connection with such inspection shall be borne by the prospective Bidders.

(b) Bidders are advised / cautioned to verify with the concerned offices as well to
obtain and analyse the records with respect to the assets of the Corporate
Debtor to satisfy themselves regarding the existence, title, nature, description,
conditions. While it is not the intention of the Seller to transfer the liabilities of
the Corporate Debtor along with the assets of the CD, it is advised that the
Prospective Bidders shall examine the existing encumbrances, liens, charges,
statutory dues, etc., over the different assets of the CD and ascertain the legal
provisions relating to any liabilities in the taking the Company in sale as a Going
Concern/Slump sale.

(c) The Agency / Seller shall not be responsible for rendering any assistance or
legal opinion to the Bidder in connection with its independent inspection of the
assets or related to the legal provisions on the acquiring the Corporate Debtor /
the assets of the Corporate Debtor as a Going Concern / on Slump Sale basis
respectively.

(d) Bidders are bound by the principle of caveat emptor (buyers beware).

(e) Bidders are required to submit their bids only after conducting their own
independent due diligence exercise with respect to the assets of the CD including
but not limited to the Land & Buildings, Plant & Machinery, Equipment,
Electrical, Furniture & Fixtures, and Inventory etc.

D.3 SUBMISSION OF THE FORMS & EARNEST MONEY DEPOSIT (EMD)

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(a) The auction shall be conducted through the process of an e-auction
facilitated by the Seller. The Seller/ E-Auction Service Provider shall inform the
Bidders via email of the procedure for obtaining access to the Platform for the
purposes of uploading necessary forms and documents thereat and making bids
thereon.

(b) Each intending bidder shall, pursuant to gaining access to the Platform,
provide such details as may be required by the E-Auction Service Provider.

(c) The intending bidders shall send all documents and Annexures to be
provided along with the Expression of Interest and the Bid Application Form to
the Email ID cirp.mapoilllp@gmail.com. The original application shall be
submitted to the address of the Liquidator, at 204, Wall Street I, Opp Orient
Club, Nr Gujarat Commerce College, Ellis Bridge, Ahmedabad 380006.

(d) Any queries can be addressed to the Liquidator, Vinod Tarachand Agrawal,
204, Wall Street I, Opp Orient Club, Nr Gujarat Commerce College, Ellis Bridge,
Ahmedabad-380006 or to the Emails: cirp.mapoilllp@gmail.com or in relation to
the e-auction process, to the M/s e-Procurement Technologies Limited (Auction
Tiger) at the address of communication provided earlier or through the Helpline
Email: nclt@auctiontiger.net.

(e) Bidders can participate in the e-auction from anywhere. Therefore, any
intending Bidder who is an individual/Non-Resident Indian or Karta of HUF,
shall participate in the e-auction on his own behalf and shall not be allowed to
participate in the e-auction through any third party such as an authorized
agent/ representative.

D.4 ONLINE BIDDING

(a) The bidding will be online only and through the e-auction platform of the
service provider.

(b) Bidders are cautioned to be careful while entering their bid amount.

(c) The Seller and the Agency shall not have any liability towards Bidders for any
interruption or delay in access to the Platform irrespective of the cause, issues
relating to the Platform, failure of internet connection, server problems, etc.

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(d) Any dispute arising out of the e-auction of the Sale of the Corporate Debtor
as a going concern/Sale of the assets of the Corporate Debtor on Slump Sale
basis shall be decided by the Seller, whose decision shall be final and binding to
all concerned.

(e) For e-auction related process the training manual available / made available,
if any, in the website of the E-Auction Service Provider at
https://ncltauction.auctiontiger.net; or alternatively, the intending bidders
may contact the E-Auction Service Provider to avail online
training/demonstration on the e-auction process.

D.5 EARNEST MONEY DEPOSIT AND INTIMATION TO ELIGIBLE BIDDERS

(a) The Bidder shall pay the earnest money deposit (EMD) at the time of
submission of Bid Application Form in ANNEXURE - 3. The EMD shall be an
amount of Rs. 71,70,000/- and shall earn no interest. The EMD shall be
submitted in accordance with the timelines set out in SECTION C and shall be
paid by either of the modes as specified i) through RTGS/ NEFT to the account
number provided below:

Account Number : 41151336385

Beneficiary Name : MAP Oil LLP (In Liquidation)
A/C Bank Name : State Bank of India
Bank Branch : Ashram Road Branch
IFSC Code : SBIN0002628

The details of any remittances made in this regard shall be entered in the Form
to be submitted by the Bidder.

The entire EMD amount shall be remitted by the Bidders from one bank account
only and the bank account from which the EMD is remitted should be of the
Bidder only; or

By way of Demand Draft / Bankers Pay Order/NEFT/RTGS, issued by a

Scheduled Commercial Bank, in favour of MAP OIL LLP - In Liquidation.

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(b) Bidders shall not disclose remittance details of EMD, UTR Code, etc. to
anyone else, to safeguard its secrecy.

(c) Bidders shall preserve the remittance challan and shall produce the same as
and when demanded.

(d) All details regarding remittance of the EMD shall be entered in the Bid
Application Form. Incomplete/unsigned Forms will be summarily rejected.

(e) EMD and other amounts paid by the Bidders/ Eligible Bidders/ Successful
Bidder are liable to forfeiture in case of any default or misrepresentation on the
part of the Bidder/ Eligible Bidders/ Successful Bidder.

(f) All payments made by the Bidder/ Eligible Bidder / Successful Bidder under
the e-auction shall be intimated to the Liquidator at: cirp.mapoilllp@gmail.com
immediately.

(g) The Liquidator will, inter alia, (i) verify the details mentioned in the Forms
based on the documents uploaded / provided and (ii) ascertain submission of
the EMD and also the adherence of timelines specified in Clause C.3 (Important
Timelines) and Schedule of E-Auction process.

Pursuant to such verification, the Agency / Liquidator will notify the Bidders (via
email) regarding their eligibility to participate in the e-auction in the Sale of the
Corporate Debtor as a going concern/Sale of the assets of the Corporate Debtor
on Slump Sale basis and such Bidders shall hereinafter be referred to as the
“Eligible Bidders”. It is clarified that a Bidder shall be entitled to submit bid only
if he has paid the applicable EMD.

(h) The Seller shall have the right to forfeit the EMD and any other monies of the
Bidders in the event that any of the documents uploaded on the Platform /
provided to the Liquidator are found to be incorrect or in the event that the
Agency/ the Seller has, pursuant to its verification of such documents,
discovered any misrepresentation on the part of the Bidder.

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D.6. DURATION OF AUCTION SALE

(a) The auction will be conducted via an electronic auction platform.

(b) Online e-auction sale will commence and be carried out as per the timelines
set out in Clause C.3 (Important Timelines).

(c) The e-Auction shall commence strictly at the scheduled time and at a price
equal to the Reserve Price fixed for Sale of the Corporate Debtor as a going
concern/Sale of the assets of the Corporate Debtor on Slump Sale basis. The
Auction/bidding time will initially be for a period of 2 (two) hours and the closing
time of the auction is system controlled; the time will get automatically extended
by 5 (five) minutes if any bid is received during the last 5 (five) minutes, i.e.
while an active bid is in process and kept open till the auction-sale concludes.

(d) If any market-leading bid (bid higher than the highest at the point in time) is
received within the last 5 (five) minutes of closing time, the bidding time will be
extended automatically by 5 (five) minutes and if no bid higher than last quoted
highest bid is received within the said extended 5 (five) minutes, the auction sale
will automatically get closed at the expiry of the extended 5 (five) minute period.
There will thus be an extension of bidding-time, each of 5 (five) minutes
duration, till the auction is concluded.

(e) Eligible Bidders are advised to enter their bid accordingly keeping in mind the
5 (five) minute duration as specified above.

(f) No complaint on the time-factor for bidding or paucity of time for bidding will
be entertained by the Agency and/ or the Seller.

D.7 INTIMATION TO THE SUCCESSFUL BIDDER

After the conclusion of the e-auction for Sale of the Corporate Debtor as a going
concern/Sale of the assets of the Corporate Debtor on Slump Sale basis, the
Eligible Bidder submitting the highest bid (“Successful Bidder”) shall be
informed through a message generated automatically by the Platform, of the

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outcome of the e-auction. A separate intimation shall also be sent to the
Successful Bidder via e-mail. Intimation of the results of the e- auction would
also be displayed through publication on the Platform. The Platform shall also
generate an auction outcome report for the Sale under consideration which will
be sent to the bidder and the Seller.

D.8 DEPOSIT OF THE PURCHASE PRICE & VERIFICATION OF DOCUMENT

(a) The balance amount of the bid amount shall be paid by the Successful Bidder
within 90 (Ninety) days from the date of intimation of outcome to the successful
bidder. Where payments are made after thirty days of intimation, the bidder
shall pay interest at the rate of 12% per annum on the amount remained
unpaid. In case the Successful Bidder has paid the EMD amount but fails to pay
the entire remaining balance of the bid amount within the time period stipulated
in the PARA C.3 above, the entire amount paid by the Successful Bidder
(including EMD amount) shall be forfeited.

(b) All the payments to be made by the Successful Bidders shall be made
through RTGS/ NEFT to the Account number mentioned in PARA D.5 above, or
by way of Demand Draft / Bankers Pay Order, payable at Ahmedabad, in a
Scheduled Commercial Bank. The payment by RTGS/NEFT shall be intimated to
the Seller immediately together with the UTR Number and challan copy
pertaining to the said payment. The payments of the bid amounts shall be
made by the Successful Bidder from the same bank account from which he
/ it has made payment of the EMD.

(c) The Successful Bidder would be required to provide the Seller, at any time
within a period of 15 (Fifteen) days from the date of the auction or such other
date as communicated by the Liquidator, originals of all the documents whose
copies they have provided under CLAUSE C.4. above for verification purposes.

D.9 CONFIRMATION OF SALE

(a) The Successful Bidder shall not have any right/title over the Assets until a
sale confirmation and other applicable documents are issued / registered in his
favour by the Seller in accordance with the applicable laws.

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(b) The sale certificate will be issued, within 15 (fifteen) days from the last date of
payment of full bid amount along with all Taxes, Duties, etc. applicable if any to
the Sale under consideration and also subject to compliance of all terms and
conditions of sale, unless cancelled by the Seller for any reason as per applicable
law.

(c) The sale certificate will not be issued pending operation of any stay /
injunction / restraining order passed by any competent authorities / court
against such issuance.

(d) No request for cancellation of the sale or return of the deposit, either in part
or full, will be entertained.

D.10 PAYMENT OF ALL EXPENSES RELATED TO THE SALE AS A GOING

CONCERN/SLUMP SALE

(a) The Successful Bidder shall bear all the necessary expenses like applicable
stamp duties / additional stamp duty / transfer charges, registration expenses,
fees, GST, etc., for transfer of the Corporate Debtor as Going Concern/Slump
Sale.

(b) The payment of all applicable statutory / non-statutory dues, taxes, rates,
assessments, charges, fees, etc., owed by the Corporate Debtor to anybody shall
be the sole responsibility of Successful Bidder only.

(c) The buyer shall deposit the full consideration to the bank account mentioned
as above and NO TDS shall be deducted from the amount of sale.

D.11 SALE CERTIFICATE WHERE APPLICABLE

a) The sale certificate will be issued by the Seller only in accordance with the
applicable laws. The sale certificate will be issued in the name of the Successful
Bidder specified in the bidding application form. No request for
inclusion/substitution of name, other than those mentioned in the bidding
application form, in the sale certificate will be entertained.

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(b) Sale certificate shall be collected in person by the Successful Bidder or
through an authorized person with submission of appropriate authority
documents in original.

D.12 RETURN OF THE EMD

(a) The EMD of the unsuccessful Bidders will be returned within 15 working
days to the same bank account from where the EMD was received and intimated
in their bid application. No interest shall be paid on the EMD.

D.13 STAY / CANCELLATION OF THE SALE

(a) In case of any delay or stay of further proceedings by any competent

authority, the e-auction may either be deferred or cancelled and persons
participating in the sale shall have no right to claim damages, compensation or
cost for such postponement or cancellation.

(b) The Seller shall also have the right to postpone / cancel the sale under
consideration with / without assigning any reasons.

(c) In case of adjournment of sale for any reason, a new date of sale will be
informed through e-mail specifying the adjournment dates and time for
submission of tenders and other details.

D.14 DELIVERY OF TITLE DEEDS

The Successful Bidder, on receipt of sale certificate / other documents as

applicable, shall contact the Seller for taking possession and control of the
properties of the Corporate Debtor that are available with the Liquidator.

D.15 POSSESSION & CONTROL OF THE CD

(a) Delivery and the possession and control of the Corporate Debtor sold as a
going concern/the assets of the Corporate Debtor sold on Slump Sale basis shall
be as per the directions of the authorities, Code, Rules, Regulation, as the case
may be.

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(b) After obtaining the sale certificate / other execution documents, in respect of
sales of the CD as a Going Concern/sale of the assets of the CD on Slump Sale
basis, the Successful Bidder will be handed over the possession and control of
the Corporate Debtor which shall be taken possession as per the time provided
in this Process Memorandum or as scheduled by the Liquidator.

(c) All expenses and incidental charges and charges for activities stated for
handing possession and control of the CD shall be met by the successful bidder.

D.16 OTHER CONDITIONS

(a) The bids shall be submitted by the Eligible Bidders and the Corporate Debtor
shall be acquired/assets shall be acquired by the Successful Bidder in
compliance with applicable laws including foreign exchange laws and tax laws.

(b) No officer or other person having any duty to perform in connection with any
sale, either directly or indirectly, can bid for, acquire or attempt to acquire any
interest in the Assets sold.

(c) No counter-offer/conditions by the Bidder, Eligible Bidder and/or Successful

Bidder will be entertained.

(d) The Seller shall have liberty to amend/ modify/ delete any of the conditions
of the Process Memorandum or Notice of Sale as may be deemed necessary in
the light of facts and circumstances of each case.

(e) The Seller shall have the right to accept or reject all or any bid or bids as well
as to postpone or cancel the sale with or without assigning reasons.

(f) Bidders shall be deemed to have read and understood all the conditions of
sale, the Process Memorandum and the Notice of Sale and are bound by the
same.

(g) The above terms and conditions are general in nature, subject to change and
are in addition to other specific conditions given in the Tender Document and
Notice of Sale.

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(h) Bidders are advised to preserve the EMD documents and documents
pertaining to other deposits/ payments made by it and also a copy of the terms
and conditions of the e-auction, application Form downloaded from the portal
and other document provided to the Liquidator or uploaded by it on the Platform
for future reference.

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E. FRAUD AND CORRUPT PRACTICES

E.1 The Bidders and their respective officers, employees, agents and advisers
shall observe the highest standard of ethics during the e-auction process.
Notwithstanding anything to the contrary contained herein, the Seller/ the
Agency may reject a bid without being liable in any manner whatsoever to the
Bidder, Eligible Bidder or the Successful Bidder, as the case may be, if the
Seller/ the Agency determines that the Bidder, Eligible Bidder or Successful
Bidder, as the case may be, has, directly or indirectly or through an agent,
engaged in Corrupt Practice, Fraudulent Practice, Coercive Practice, Undesirable
Practice or Restrictive Practice in the e-auction process. In such an event, the
Seller/ the Agency shall be entitled to forfeit and appropriate the EMD and other
amounts paid, as damages, without prejudice to any other right or remedy that
may be available to the Seller/ the Agency under this Tender Document or
otherwise.

E.2 For the purposes of this Clause E, the following terms shall have the
meaning hereinafter respectively assigned to them:

(a) “Corrupt Practice” means:

(i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of

value to influence the actions of any person connected with the e-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
Seller who is or has been associated in any manner, directly or indirectly, with
the e-auction process or has dealt with matters concerning this Tender
Document or arising therefrom, at any time prior to the expiry of 1 (one) year
from the date such official resigns or retires from or otherwise ceases to be in the
service of the Seller, shall be deemed to constitute influencing the actions of a
person connected with the auction process); or

(ii) save and except as permitted under this Tender Document, engaging in any
manner whatsoever, during the auction process or prior to confirmation of the
sale, any person in respect of any matter relating to the e-auction process or
confirmation of the sale, who at any time has been or is a legal, financial or

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technical adviser of the Seller in relation to any matter concerning the auction
process;

(b) “Fraudulent Practice” means a misrepresentation or omission of facts or

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

(c) “Coercive Practice” means 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;

(d) “Undesirable Practice” means (i) establishing contact with any person
connected with or employed or engaged by the Seller/ the Agency with the
objective of canvassing, lobbying or in any manner influencing or attempting to
influence the auction process; (ii) having a conflict of interest; or (iii) violating of
any applicable law; and

(e) “Restrictive Practice” means forming a cartel or arriving at any understanding

or arrangement among Bidders with the objective of restricting or manipulating
a full and fair competition in the auction process.

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F. MISCELLANEOUS

F.1 ALL INTENDING BIDDERS ARE ADVISED TO:

(a) Inspect the Assets of the Corporate Debtor and satisfy themselves before
taking part in the process and e-auction.

(b) Make their own independent inquiries regarding the make, condition etc., in
respect of the Assets, prior to submitting their bid application / EMD for
participation in the e-auction.

(c) Carefully read the terms and conditions of sale stated in the Process
Memorandum before submitting their application and bids.

(d) Download and keep a copy of duly filled in uploaded Online Form, terms and
conditions of the Bid Application Form as well as the Notice of Sale for their
future reference.

(e) Make the bid and all communications in relation to or concerning the Tender
Document and the bid, in the English language.

(f) Bear all of their own costs associated with the preparation of their bids and
their participation in the e-auction process.

F.2 VERIFICATION OF INFORMATION BY THE BIDDERS

It shall be deemed that by participating in the e-auction process, the Bidder has:

(a) made a complete and careful examination of the Process Memorandum and
Notice of Sale and unconditionally and irrevocably accepted the terms thereof;

(b) familiarized itself with the Order of the Competent Authority;

(c) reviewed all relevant information provided by the Agency/ the Seller, as may
be relevant to the e-auction process;

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(d) satisfied itself about all matters regarding the e-auction process requirements
for submitting an informed bid in accordance with this Process Memorandum
and performance of all of its obligations hereunder;

(e) acknowledged and agreed that inadequacy, lack of completeness or

incorrectness of information provided in the Tender Document or ignorance of
any of the matters related to the e-auction process of the Assets shall not be a
basis for any claim for compensation, damages, extension of time for
performance of its obligations, loss of profits etc., from the Seller/ the Agency;
and

(f) agreed to be bound by the undertakings provided by it and the terms

thereunder.

F.3 VERIFICATON AND DISQUALIFICATION

a) The Seller reserves the right to verify (in accordance with the provisions of this
Memorandum) all statements, information and documents submitted by the
Bidder in response to the Process Memorandum and the Bidder shall, when so
required by the Seller, make available all further information, evidence and
documents as may be necessary for such verification. Any such verification or
lack of such verification by the Seller shall not relieve the Bidder of its
obligations or liabilities hereunder nor will it affect any rights of the Agency/ the
Seller thereunder.

(b) Without prejudice to any other right or remedy that may be available to the
Seller under this Process Memorandum, the Seller reserves the right to
disqualify the Bidder, cancel the sale and to appropriate the entire EMD and
other amounts paid, if:

(i) at any time, a misrepresentation on the part of the Bidder is made or

uncovered;

(ii) the Bidder does not provide, within the time specified by the Agency/ the
Seller, the supplemental information/ documentation sought by the Agency/ the
Seller, or

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(iii) any act or omission of the Bidder results in violation of or non-compliance
with the Process Memorandum and / or any other document referred herein or
issued pursuant thereto or any applicable law relevant for the e-auction process.

(c) Any person who participated in E-Auction, if found disqualified u/s 29A of
Insolvency & Bankruptcy Code, 2016, or regulation thereunder, EMD or any
other moneys paid by such disqualified bidder shall be forfeited.

F.4. GOVERNING LAWS

The e-auction process shall be governed by, and construed in accordance with,
the laws of India and any dispute arising out of the e-auction sale of the Assets
or this Tender Document shall be decided by the Seller, whose decision shall be
final and binding.

F.5. VERIFICATION BY SELLER

The Seller, in its sole discretion and without incurring any obligation or liability,
reserves the right, at any time, to:

(a) consult with any Bidder in order to receive clarification or further

information;

(b) retain any information and/ or evidence submitted to the Seller/ the Agency
by, on behalf of, and/ or in relation to any Bidder; and/ or

(c) independently verify, disqualify, reject and / or accept any and all
submissions or other information and/ or evidence submitted by or on behalf of
any Bidder.

It shall be deemed that by submitting the bid, the Bidder agrees and releases the
Agency/ the Seller, its employees, subsidiaries, agents and advisers, irrevocably,
unconditionally, fully and finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related to or arising from the
exercise of any rights and/ or performance of any obligations hereunder,
pursuant hereto and/ or in connection with the e-auction process and waives, to
the fullest extent permitted by applicable laws, any and all rights and/ or claims

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 SALE PROCESS MEMORANDUM
MAP OIL LLP (IN LIQUIDATION)
LLPIN: AAF-4591
it may have in this respect, whether actual or contingent, whether present or in
future.

F.6 PROPRIETARY DATA

All documents and other information supplied by a Bidder to the Agency/ the
Seller shall remain or become the property of the Agency/the Seller. It will not
return any bid or any information provided by the Bidder.

Page 37 of 37