Process document-RCL - Final
Process document-RCL - Final
Process document-RCL - Final
Issued on behalf of
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Sale Process of Assets owned by
Renaissance Corporation Limited
(In Liquidation)
Invitation for bids for auction of assets of Renaissance Corporation Limited (“in liquidation”)
under the provisions of Insolvency and Bankruptcy Code, 2016 pursuant to the order dated
October 18, 2022 passed by the Hon’ble National Company Law Tribunal (“NCLT”) Mumbai
Bench.
22.06.2024
Issued by
Address: Flat 71 Tower ACACIA-2, Vatika City, Sector 49, Gurugram, Haryana, 122018
Email: renaissancecorporation.cirp@gmail.com
Tel No. 9312010519
The Hon’ble NCLT has pronounced the Liquidation Order under section 33(1)(a) of the
Insolvency and Bankruptcy Code, 2016 (hereinafter referred as “Code” or “IBC”) in respect of
Renaissance Corporation Limited (herewith referred as “Company”) vide order dated October
18, 2022. By the said order, Mr. Manoj Sehgal (IBBI/IPA-002/IP-N00108/2017-2018/10256) is
appointed as the Liquidator of the Company.
DISCLAIMER
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and specific to each auction process participant. 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, which does not purport to be comprehensive, is
provided by the Company and has not been independently verified by the Liquidator. While this
information 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, the
Company or by any of its officers, employees or agents in relation to the accuracy, fairness,
authenticity or completeness of this Process Memorandum or any other written or oral
information made available to any interested party or its advisers and any such liability is
expressly disclaimed. 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. By acceptance of this
Process Memorandum, the Bidder (defined hereinbelow) shall be deemed to have acknowledged
that it has not relied upon any representation and warranty made by the Liquidator. The
participation in the E-Auction (defined hereinbelow) means and implies that the Bidder has read
carefully and unconditionally and irrevocably agreed to and accepted all the terms and conditions
laid herein.
This Process Memorandum 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 or by any
stock exchange in India or any other jurisdiction. This Process Memorandum and information
contained herein or disclosed pursuant to the terms of this Process Memorandum 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. Distributing or
taking/sending/dispatching/transmitting this Process Memorandum in certain foreign
jurisdictions may be restricted by Applicable Law, and Persons into whose possession this
Process Memorandum comes should inform themselves about, and observe, any such
restrictions.
Neither the Liquidator, nor his professional advisors, consultants, service providers, 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 Process Memorandum not being selected as a Successful Bidder or on account
of any decision taken by the Liquidator.
The Liquidator and/or the Company gives no undertaking to provide the recipient with access to
any additional information or to update this Process Memorandum or any additional information,
or to correct any inaccuracies in it which may become apparent, and they reserve the right,
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without giving reasons, at any time and in any respect, to amend or terminate the procedures set
herein or to terminate negotiations with any Bidder. The issue of this Process Memorandum shall
not be deemed to be any form of commitment on the part of the Liquidator or the Company to
proceed with any transaction.
In addition to the provisions set out in this Process Memorandum, the Bidder shall be responsible
for fully satisfying the requirements of the Code and related regulations as well as all Applicable
Laws (defined hereinbelow) in force that are or may be applicable to the 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 Process Memorandum shall be
deemed to relieve, wholly or partially, directly or indirectly, the Bidder from compliance with
the Code 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 Bidder from complying with all such
laws, as are or may be applicable.
By procuring a copy of this Process Memorandum, the recipient accepts the terms of this
disclaimer notice, which forms an integral part of this Process Memorandum and all and
conditions of this Process Memorandum. Further, no Person, including the 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 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 information contained therein or deemed to form part of
this Process Memorandum, and the Liquidator, Company, and their consultants, service
providers, advisors, affiliates, directors, employees, agents, representatives or managers do not
have any responsibility or liability for any such information or opinions and therefore, any
liability or responsibility is hereby expressly disclaimed. All expenses incurred towards
movement / shifting of the Assets of the Company post the E-Auction should be borne by the
Successful Bidder. The Liquidator shall not be held responsible / liable to pay any expenses
towards such movement of any Assets sold in the E-Auction.
In no circumstances shall the Bidder 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 until the Liquidator gives permission to do so in
writing.
The Assets of the Company are proposed to be sold on “as is where is basis”, “as is what is
basis”, and “whatever there is basis” basis, 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
date of the transfer. The Liquidator does not take or assume any responsibility for any shortfall
or defect or shortcoming in the Assets of the Company.
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The Bidder shall bear all its costs and charges 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 for each Assets which may be
required by the Liquidator or any other costs incurred in connection with or relating to its bid on
of the relevant Assets.
All terms and conditions with respect to the sale of each Assets shall be governed by the
directions of the Liquidator, the Adjudicating Authority (defined hereinbelow) and in accordance
with the provisions of Applicable Laws. As mandated by the Adjudicating Authority, the
Liquidator shall exercise all rights with respect to sale of the Assets and it would be open to the
Liquidator to appoint such experts, professionals or other persons, as the Liquidator might think
necessary, in consultation with Adjudicating Authority, so as to enable the sale of the Assets.
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TO ALL BIDDERS
Terms and conditions, Timelines including reserve price, earnest money deposit as well as pre-
bid qualifications, if any, Bid Application Form, Undertaking and other documents required for
participating in the electronic auction are provided in the Process Memorandum. The said
Process Memorandum is non-transferable.
The documents for the Bid have to be submitted at Liquidator’s Office by post or in person or
through electronic means.
Address: Flat 71 Tower ACACIA-2, Vatika City, Sector 49, Gurugram, Haryana, 122018
E-mail: renaissancecorporation.cirp@gmail.com
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TABLE OF CONTENTS
Table of Contents
PROCESS MEMORANDUM ......................................................................................................... 1
1. IMPORTANT INFORMATION ............................................................................................ 9
2. DEFINITIONS ....................................................................................................................... 12
3. INTRODUCTION.................................................................................................................. 13
4. OVERVIEW OF THE COMPANY ..................................................................................... 14
5. ELIGIBILITY/ PRE-BID QUALIFICATIONS ................................................................. 14
6. SITE VISIT AND DISCUSSION MEETING ..................................................................... 18
7. DUE DILIGENCE ................................................................................................................. 19
8. ASSET TO BE AUCTIONED............................................................................................... 19
9. EARNEST MONEY DEPOSIT ............................................................................................ 20
10. DECLARATION OF THE SUCCESSFUL BIDDER ........................................................ 21
11. FRAUDULENT AND CORRUPT PRACTICES................................................................ 22
12. COST, EXPENSE AND TAX IMPLICATIONS ................................................................ 23
13. GOVERNING LAW AND JURISDICTION ....................................................................... 24
14. TIMELINES ............................................................................................................................ 24
15. ANNEXURES.......................................................................................................................... 25
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1. IMPORTANT INFORMATION
1.1 This Process Memorandum has been issued with the intent to carry out e-auction (“E-
Auction”) of the Assets of the Company (in liquidation) under the provisions of the Code
and Liquidation Process Regulations (defined herein below).
1.2 All information provided in this Process Memorandum should be read together with the
provisions of the Code and the Liquidation Process Regulations. In the event of a conflict
between this Process Memorandum, the Code or the Liquidation Process Regulations, the
provisions of the Code will prevail and if the related information is not there in the Code,
the Liquidation Process Regulations shall prevail.
1.5 Information provided in this Process Memorandum to the Bidder(s) has been collated from
several sources. The information given is not intended to be an exhaustive account of
statutory requirements and should not be regarded as complete. The Liquidator accepts no
responsibility for the accuracy or otherwise for any statement contained in the Process
Memorandum.
1.6 The Liquidator, makes no representation or warranty and shall have no liability to any
person, including any Bidder under any law, statute, rules or regulations or tort, principles
of restitution or unjust enrichment or otherwise for any loss, damages, 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, 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 auction process.
1.7 The Liquidator also accepts no liability of any nature howsoever caused arising from
reliance of any Bidder upon the statements contained in this Process Memorandum.
1.8 The Liquidator may in its absolute discretion, but without being under any obligation to do
so, update, amend or supplement the information, assessment or assumptions contained in
this Process Memorandum.
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1.9 The issue of this Process Memorandum does not imply that the Liquidator is bound to
select a Bidder or to appoint the Preferred Bidder as Successful Bidder for the assets of the
Company and the Liquidator reserves the right to reject all or any of the Bidders or bids
without assigning any reason whatsoever.
1.10. Each Bidder shall bear all its costs and charges associated with or relating to the preparation
and submission of its bid and/ or 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 its bid.
1.11. M/s. E-Procurement Technologies Limited (Auction Tiger) (E-Auction Service
Provider”) has been appointed as the E-Auction Service Provider. The sale of the Assets
shall be undertaken by the E-Auction Service Provider for and on behalf of the Seller
through an e-auction platform provided on the website portal of the E-Auction Service
Provider (Platform). Other details with respect to the E-Auction are as follows:
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Special Instructions This bidding is a serious matter and last-
minute bidding may lead to lapses. Neither
the E-Auction Service Provider nor the
Liquidator will be responsible for any lapses
on part of the Bidders.
1.12. All terms and conditions with respect to the sale of the Assets shall be governed by the
directions of the Liquidator, the Hon’ble NCLT and in accordance with the provisions of
applicable laws.
As mandated by the Hon’ble NCLT, the Liquidator shall exercise all rights with respect to
sale of the Assets and it would be open to the Liquidator to appoint such experts,
professionals or other persons, as the Liquidator might think necessary so as to enable the
sale of the Assets.
1.13. The Annexures to this Process Memorandum shall form an integral part hereof and this
Process Memorandum shall always be read in conjunction with the Annexures hereto.
1.14. All expenses incurred towards movement / shifting of plant & machinery (ies) or any asset
of the Company post the E-Auction process shall be borne by the Successful Bidder. The
Liquidator shall not be held responsible/liable to pay any expenses towards such
movement of plant & machinery (ies) or any Assets of the Company.
1.15. In no circumstances shall the Bidder 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 until the
Liquidator gives permission to do so in writing.
1.16. The Assets of the Company are proposed to be sold on “As is where is basis”, “As is what is
basis” and “Whatever there is basis”, and the proposed sale of Assets of the Company does not
entail transfer of any 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 moveable/immoveable assets of the Company.
1.17. The Bidder shall bear all its costs and charges 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 which may be
required by the Liquidator, or any other costs incurred in connection with or relating to its
bid.
1.18. This Process Memorandum is neither transferable nor assignable.
2. DEFINITIONS
“Adjudicating Authority” or “NCLT” shall mean the Hon’ble National Company Law
Tribunal, Mumbai Bench.
“Applicable Laws” means, all applicable laws, regulations, rules, guidelines, circulars, re-
enactments, revisions, applications and adaptations thereto, judgments, decrees,
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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, 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;
“Assets” means the assets of the Company as specified in Point 8 of this Process
Memorandum.
“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;
“IBC” or “Code” shall mean Insolvency and Bankruptcy Code, 2016 and the related rules
as amended from time to time.
“Process Memorandum” means this document including all the annexures hereto, for the
purposes of setting out the process for submission of a bid and selection of Successful Bid
in accordance with the provisions of the IBC and shall include all supplements,
modifications, amendments, alterations or clarifications thereto issued in accordance with
the terms thereof.
“Bid” means, any bid submitted / to be submitted by the Bidders as required in terms of
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this Process Memorandum and in accordance with the provisions of IBC read together with
the Liquidation Process Regulations and the Applicable Laws;
Capitalized terms used herein but not defined otherwise shall have meaning prescribed to
them under the provisions of the IBC and the regulations thereunder.
3. INTRODUCTION
3.1 The Liquidation process of the Company had been initiated under the provisions of the
IBC and by virtue of an order of the Hon’ble NCLT with effect October 18, 2022. In the
said order, Mr. Manoj Sehgal having Registration no. (IBBI/IPA-002/IP-N00108/2017-
2018/10256) is appointed as the liquidator of the Corporate Debtor.
3.2 The Liquidator endeavors to sell these Assets comprising of the liquidation estate of the
Company in the manner specified under Regulation 32 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 Adjudicating Authority in respect of the
liquidation process of the Company and in the manner specified in this Process
Memorandum.
3.3 The e-Auction would be conducted in the manner specified in Schedule I as provided
under Regulation 33 of the Liquidation Process Regulations and 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 Hon’ble NCLT or Hon’ble NCLAT in respect of the liquidation
process of the Company and in the manner specified in this Process Memorandum.
3.4 The Bidders are encouraged to acquaint themselves with the provisions of the IBC and the
Liquidation Process Regulations and 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.
In Auction Process Applicant shall not be eligible to submit a bid for purchase of Assets of
the Company if it fails to meet the eligibility criteria set out in Section 29A of the IBC (as
amended from time to time). As on date, as per Section 29A of the IBC,
“A person shall not be eligible to submit a resolution plan, if such person, or any other person
acting jointly or in concert with such person –
(b) is a wilful defaulter in accordance with the guidelines of the Reserve Bank of India issued
under the Banking Regulation Act, 1949 (10 of 1949);
(c) at the time of submission of the resolution plan has an account, or an account of a corporate
debtor under the management or control of such person or of whom such person is a promoter,
classified as non-performing asset in accordance with the guidelines of the Reserve Bank of
India issued under the Banking Regulation Act, 1949 (10 of 1949) or the guidelines of a
financial sector regulator issued under any other law for the time being in force, and at least a
period of one year has lapsed from the date of such classification till the date of commencement
of the corporate insolvency resolution process of the corporate debtor:
Provided that the person shall be eligible to submit a resolution plan if such person makes
payment of all overdue amounts with interest thereon and charges relating to nonperforming
asset accounts before submission of resolution plan:
Provided further that nothing in this clause shall apply to a resolution applicant where such
applicant is a financial entity and is not a related party to the corporate debtor.
Explanation I.- For the purposes of this proviso, the expression "related party" shall not include
a financial entity, regulated by a financial sector regulator, if it is a financial creditor of the
corporate debtor and is a related party of the corporate debtor solely on account of conversion
or substitution of debt into equity shares or instruments convertible into equity shares, prior to
the insolvency commencement date.
Explanation II.— For the purposes of this clause, where a resolution applicant has an account,
or an account of a corporate debtor under the management or control of such person or of
whom such person is a promoter, classified as non-performing asset and such account was
acquired pursuant to a prior resolution plan approved under this Code, then, the provisions of
this clause shall not apply to such resolution applicant for a period of three years from the date
of approval of such resolution plan by the Adjudicating Authority under this Code;
(d) has been convicted for any offence punishable with imprisonment –
(i) for two years or more under any Act specified under the Twelfth Schedule; or
(ii) for seven years or more under any law for the time being in force:
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Provided that this clause shall not apply to a person after the expiry of a period of two years
from the date of his release from imprisonment:
Provided further that this clause shall not apply in relation to a connected person referred to
in clause (iii) of Explanation I;
(e) is disqualified to act as a director under the Companies Act, 2013 (18 of 2013):
Provided that this clause shall not apply in relation to a connected person referred to in clause
(iii) of Explanation I;
(f) is prohibited by the Securities and Exchange Board of India from trading in securities or
accessing the securities markets;
(g) has been a promoter or in the management or control of a corporate debtor in which a
preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent
transaction has taken place and in respect of which an order has been made by the Adjudicating
Authority under this Code:
Provided that this clause shall not apply if a preferential transaction, undervalued transaction,
extortionate credit transaction or fraudulent transaction has taken place prior to the acquisition
of the corporate debtor by the resolution applicant pursuant to a resolution plan approved
under this Code or pursuant to a scheme or plan approved by a financial sector regulator or a
court, and such resolution applicant has not otherwise contributed to the preferential
transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction;
(h) has executed a guarantee in favour of a creditor in respect of a corporate debtor against
which an application for insolvency resolution made by such creditor has been admitted under
this Code and such guarantee has been invoked by the creditor and remains unpaid in full or
part;
(i) is subject to any disability, corresponding to clauses (a) to (h), under any law in a
jurisdiction outside India; or
(j) has a connected person not eligible under clauses (a) to (i).
Explanation I. — For the purposes of this clause, the expression "connected person" means—
(i) any person who is the promoter or in the management or control of the resolution
applicant; or
any person who shall be the promoter or in management or control of the business of the
corporate debtor during the implementation of the resolution plan; or
the holding company, subsidiary company, associate company or related party of a person
referred to in clauses (i) and (ii):
Provided that nothing in clause (iii) of Explanation I shall apply to a resolution applicant where
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such applicant is a financial entity and is not a related party of the corporate debtor:
Provided further that the expression "related party" shall not include a financial entity,
regulated by a financial sector regulator, if it is a financial creditor of the corporate debtor and
is a related party of the corporate debtor solely on account of conversion or substitution of debt
into equity shares or instruments convertible into equity shares, prior to the insolvency
commencement date;
Explanation II—For the purposes of this section, "financial entity" shall mean the following
entities which meet such criteria or conditions as the Central Government may, in consultation
with the financial sector regulator, notify in this behalf, namely:—
(b) any entity regulated by a foreign central bank or a securities market regulator or other
financial sector regulator of a jurisdiction outside India which jurisdiction is compliant with
the Financial Action Task Force Standards and is a signatory to the International Organization
of Securities Commissions Multilateral Memorandum of Understanding;
(c) any investment vehicle, registered foreign institutional investor, registered foreign portfolio
investor or a foreign venture capital investor, where the terms shall have the meaning assigned
to them in regulation 2 of the Foreign Exchange Management (Transfer or Issue of Security by
a Person Resident Outside India) Regulations, 2017 made under the Foreign Exchange
Management Act, 1999 (42 of 1999);
(d) an asset reconstruction company register with the Reserve Bank of India under section 3 of
the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 (54 of 2002);
(e) an Alternate Investment Fund registered with Securities and Exchange Board of India;
Only those Bidders who meet the eligibility criteria specified above upon submission of Earnest
Money Deposit may be considered/short listed by the Liquidator to participate in the E-
Auction. The Bidders which do not meet the criteria as laid down above shall be rejected at the
discretion of the Liquidator, without providing any reason or incurring any liability.
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Documents to be submitted by Bidders
The Bidder shall submit the duly filled and signed Bid Application Form attached vide
Annexure 2 (“Bid Form”), Bid Declaration Form attached vide Annexure 3 (“BID
Declaration Form”) and the duly filled and signed Affidavit cum Undertaking by Bidder
attached vide Annexure 4 (“Affidavit cum Undertaking”) in accordance with the timelines
specified in Clause 14 “TIMELINES” in respect of assets.
Note: The eligible bidder shall be required to submit an Earnest Money Deposit attached
vide Annexure 5 “Earnest Money Deposit Form” as per timelines specified in Clause 14 to
be eligible to participate in the Auction.
The following information, documents and authorizations are required to be submitted as part
of the Bid Application Form by the bidder (s):
a. KYC Documents of the bidder (PAN/ Aadhar card/ passport/ Driving License)
b. Authority Letter of the authorized representative bidding in case of any bidder other than
proprietorship firm.
c. Composition and Ownership Structure
The Bidder may use additional sheets to submit the information for its detailed response.
Additionally, at any stage of the auction process, the Liquidator may ask for any documents
from the Bidders including the Eligible Bidders to evaluate their eligibility. The liquidator shall
disqualify the bidder /eligible bidder for non-submission of the requested documents.
The title documents relating to the Assets shall be available to the Eligible Bidder on request to
be made to the Liquidator on renaissancecorporation.cirp@gmail.com
If requested by the Eligible Bidder, the Liquidator may arrange a discussion meeting and a site
visit on or before 05/07/2024. The details, terms and conditions with respect to the discussion
meeting and site visit shall be communicated to the Eligible Bidder in advance. The Liquidator
reserves the right to not arrange a discussion meeting or site visit for any reason whatsoever,
irrespective of the request of the Eligible Bidder. The Eligible Bidder (considering site visit)
will be provided a prior notification of date and time 3 (three) days in advance by the
Liquidator.
7. DUE DILIGENCE
The Liquidator shall provide all necessary assistance for the conduct of due diligence by the
Eligible Bidder. The information and documents shall be provided by the Liquidator in good
faith. The Eligible Bidder may note that the Liquidator would not have verified any of the
information, data or documents shared and shall not accept any responsibility or liability,
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whatsoever, in respect of any statements or omissions contained in the shared data.
The Assets of the Company are proposed to be sold on “As is where is basis”, “As is what is
basis” and “Whatever there is basis” and the proposed sale of Assets of the Company does not
entail transfer of any title except the title which the Company had on its Assets as on date of
transfer. All statutory liabilities / taxes / demands/ claims/ maintenance fee / electricity / water
charges etc., outstanding as on date or yet to fall due in respect of the relevant asset should be
ascertained by the Bidder and would be borne by the Successful Bidder.
8. ASSETS TO BE AUCTIONED
(Amount in INR)
Bid
EMD
Assets Reserve Price (Rs.) * Increment
(Rs.)
Value (Rs.)
Unsorted Mixed Scrap of Pet
Bottles – 768.74 Metric Tonnes 1,20,50,000.00 12,05,000 10,000
Kindly note that the Bidders cannot place a bid at a value below the reserve price.
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9. EARNEST MONEY DEPOSIT
All Bidders shall follow the below process for submission of EMD:
i. The non – interest bearing EMD, to be paid by the Eligible Bidder along with Earnest
Money Deposit Form attached vide Annexure 5 prior to auction as per timelines mentioned
in clause14.
ii. Through Demand Draft in the name of Renaissance Corporation Limited (In Liquidation)
payable at Gurugram/NCR, or RTGS / NEFT to the account number provided as:
Account Number 8646973528
Type of Account Current Account
iii. The details of any remittances in this regard shall be submitted by the Eligible Bidder through
email on renaissancecorporation.cirp@gmail.com.The entire EMD amount shall be remitted
by the Eligible Bidder from one bank account.
iv. Eligible Bidders shall preserve the remittance challan and shall produce the same in front of
the Liquidator as and when demanded.
All payments made by the bidder under the e-auction shall be intimated to the Liquidator on
renaissancecorporation.cirp@gmail.com. However, the credit to the bank account should be made
on or before 20/07/2024,Saturday up to 5.00 P.M.
No interest will be paid to the Bidders/Eligible Bidders in relation to any such amounts mentioned
above. The EMD of the Successful Bidder shall be retained towards part sale consideration and
the EMD of unsuccessful bidders shall be refunded. The Liquidator will issue a letter to the
Successful Bidder and the Successful Bidder shall have to deposit the balance consideration (after
adjustment of the EMD) of the sale price within 30 days of such demand without interest and
within next 60 days with interest @12% p.a. Sale shall be cancelled if the payment is not
received within ninety days. On payment of the full amount, the sale shall stand completed and
the Liquidator shall execute certificate of sale or saledeed to transfer such Assets and the Assets
shall be delivered to the Successful Bidder in the manner specified in the terms of sale.
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The Earnest Money furnished can be forfeited at any time, upon the occurrence of any of the
following events:
a) if any of the conditions under this Process Memorandum are breached by the Successful Bidder
or in case the Successful Bidder is found to have made any false representation; or
b) if the Successful Bidder 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 Eligible Bidder/ Successful Bidder is found to be, 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; or
The Liquidator shall determine and at his sole discretion (which discretion shall not be used
arbitrarily), declare at the end of the E-Auction, the Successful Bidder(s) for any asset lot(s).
Determination of the Successful Bidder(s) shall be done on the basis of highest bid (not below
the reserve price) received for each Lot of assets via the E-Auction, unless the Liquidator
determines, acting reasonably, that the highest bidder shall not be identified as the Successful
Bidder.
Where the Earnest Money has been provided by means of a remittance to the Company’s bank
account or by Demand Draft, such funds will be retained by the Liquidator as part payment of
the consideration that the Successful Bidder has agreed to pay for the relevant asset lot(s).
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 or withdraw any asset lot or
portion thereof from the E-Auction proceedings at any stage without assigning any reason there
for.
In case of any dispute / discrepancy, the liquidator shall assess the auction applications and
declare the successful bidder (s) offering maximum value for the auctioned assets. This right of
selecting and declaring the successful bidder(s) shall always solely rest with the Liquidator, and
his decision will be final and binding on all applicants.
20
from the date of such demand without interest and within next 60 days with interest @ 12% p.a.
Provided, that the sale shall be cancelled if full payment is not received within 30 (thirty) days
or 60 days as stated herein.
Completion of Sale
On payment of the full amount of sale consideration and applicable taxes (if any), the sale shall
stand completed, and the Liquidator shall execute Certificate of sale or Sale deed or relevant sale
documents related to transaction and the assets shall be deemed to be delivered to the Successful
Bidder. The Certificate of sale or Sale deed will be issued and /or transaction / sale documents
will be executed in the name of the Successful Bidder only and will not be issued in any other
name(s). It is expressly stipulated that there are no implied obligations on the part of the
Liquidator to do all acts, things, and deeds whatsoever for the completion of the sale.
Default in payment of the balance sale consideration and applicable taxes, if any, on 100% of the
bid sum by the Successful Bidder will result in disqualification of the Successful Bidder including
forfeiture of Earnest Money. The asset lot(s) may be put to re-auction or sold to the next highest
Eligible Bidder and the defaulting Successful Bidder shall have no claim/right in respect of such
asset lot.
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 Deposit furnished by the auction
participant.
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
21
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 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;
“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 may require the Bidder to execute confidentiality
agreement with the Company/ Liquidator.
The Bidder shall be responsible for all the costs incurred by it on account of its participation in the
Bid, 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 E-Auction process.
For purpose of abundant clarity, it is hereby clarified that the Bidder is expected to make its own
arrangements including accommodation for the discussion Meeting (if organized) or Site Visit and
all costs and expenses incurred in that relation shall be borne by the Bidder.
The Bidder shall not be entitled to receive reimbursement of any expenses which may have been
incurred carrying out of due diligence, search of title to the assets and matters incidental thereto or
for any purpose in connection with the auction process plan.
All taxes applicable (including GST, stamp duty implications and registration charges) on sale of
the Assets would be borne by the Successful Bidder
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i. The sale attracts GST, stamp duty, registration charges etc. as per relevant laws, rules
and regulations.
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
iii. The payment of all statutory / non – statutory dues, taxes, rates, assessments, charges,
fees, etc. owed by Renaissance Corporation Limited (in Liquidation) to anybody
in respect of the asset(s) shall be sole responsibility of Successful Bidder.
iv. Successful Bidder has to bear the cess or other applicable tax.
v. The Successful Bidder will also be responsible for evaluating completeness of
applicability of taxes in India at the time of closure and will be responsible for paying
all such taxes.
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
the liquidation assets in the name of the Successful Bidder and such dues, if any, will have to be
borne/ paid by the Successful Bidder.
The Bidder shall be responsible for fully satisfying the requirements of the IBC and its related
Regulations as well as all applicable laws that is relevant for the E-Auction. 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.
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.
14. TIMELINES
The following timelines shall apply to this Process Memorandum. The timelines may be
amended by the Liquidator through issuance of an addendum to this Process Memorandum.
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4 Site Visit/Inspection, Due Diligence and On or before 05/07/2024
Request for Title Documents and Discussion
Meeting
Note - Above timelines are indicative and the Liquidator reserves the right to modify the same and
giving notice of the same (at the earliest) to the Eligible Bidders who have complied with
requirements of this Process Memorandum.
Note - The timeline for payment of final sale consideration may be extended at the sole discretion
of Liquidator, to the extent permissible under the applicable laws and regulations.
15. ANNEXURES
The Following are the annexures for sending the Bid form for bidding for the Assets of the
Company:
24
ANNEXURE-1
The E-Auction will be conducted on “AS IS WHERE IS BASIS’’, “AS IS WHAT IS BASIS,
and “WHATEVER THERE IS BASIS’’ through approved e-auction service provider E-
Procurement Technologies Ltd (Auction Tiger).
The Bidders may submit their Bids for purchasing any Assets. Details of the Assets and its
Reserve Price are as follows:
Bid Increment
Assets Reserve Price (Rs.) * EMD (Rs.)
Value (Rs.)
Unsorted Mixed Scrap of Pet
Bottles – 768.74 Metric Tonnes 1,20,50000.00 12,05,000 10,000
Note –* As Applicable
*Location as on date of notice of sale: Revenue survey no. 444, Village Bhimasar, Taluka: Anjar-Kutch,
Gujarat
*Brief description of the Assets to be auctioned: Unsorted Mixed scrap of Pet Bottles
Participation Details
Submission of Bid The Bidders may participate in E-Auction by sending their Bid
document to the office of the Liquidator through electronic means, by
post or in person, in the prescribed format (Annexure 2,
Annexure 3, Annexure4 and Annexure 5).
Submission of Earnest The EMD shall be 10% of the Reserve Price. The Eligible
Money Deposit (“EMD”) Bidders shall submit the prescribed EMD along with
prescribed form (Annexure 5) by 20/07/2024 up to 5.00 PM.
Please note that EMD in any form shall not carry any interest.
25
RTGS/NEFT in account of
Mode of payment of EMD
Beneficiary Name- Renaissance Corporation Limited (In
liquidation)
Bank name- Kotak Mahindra Limited
Branch- Sector 40, Gurugram
Account no- 8646973528
IFSC Code- KKBK0004278
i. The Liquidator shall provide assistance necessary on best effort basis for the conduct of
physical verification of the Asset by Eligible Bidders. Any information and documents
provided (if available) by the Liquidator, shall be provided in good faith. The Eligible
26
may note that the Liquidator would not have verified any of the information, data or
documents shared and shall not accept any responsibility or liability, whatsoever, in
respect of any statements or omissions contained in the shared data.
ii. It shall be the responsibility of the Eligible Bidder to inspect the Assets at their own
expenses and satisfy themselves about the condition and title of the Assets before the
submission of the Bid document.
iii. The site visit shall be facilitated by the Liquidator on or before 05/07/2024 by 5.00
P.M. Any request for site visit shall be made to the Liquidator at least (2 days prior)
48 hours in writing.
iv. The purpose of the site visit shall be to facilitate the eligible Bidder to ascertain the
current status of the Assets including the site conditions, location, surroundings,
climate, availability of power, water and other utilities for operation, access to site,
handling and storage of materials, weather data. Such site visit shall not be utilized for
discussions regarding the terms of the Bid.
The bidder shall submit an affidavit eligibility undertaking u/s 29A of the IBC, 2016 in
prescribed format (Annexure 4) which should be duly notarized by a notary public.
i. After submission of all documents / EMD by the interested Bidder to the satisfaction of
the Liquidator, M/S E-PROCUREMENT TECHNOLOGIES LIMITED (Auction
Tiger),AHMEDABAD will provide User id and password after due verification of PAN
of the eligible bidders to participate in the E-Auction on the appointed date.
ii. Bidders shall hold a valid email ID, e-mail ID is necessary for the eligible Bidder as all
the relevant information and allotment of ID & password by M/S e-Procurement
Technologies Limited, Ahmedabad will be conveyed through e-mail.
i. The sale of the Assets of the Company shall take place through online e-auction service
provider, E-Procurement Technologies Limited–Auction Tiger via website
https://ncltauction.auctiontiger.net on 22/07/2024 day, Monday from 3:00 P.M. to 05:00
P.M. with unlimited extension of “5 minutes” i.e. the end time of the E-Auction will be
extended by 5 minutes each time if a Bid is made within the last 5 minutes before
closure of E-Auction. The Eligible Bidder who submits the highest Bid amount (not
27
below the reserve price) on closure of E-Auction process shall be declared as
Successful Bidder and a communication to that effect will be issued through
electronic mode which shall be subject to approval by the Liquidator.
The Eligible Bidders may avail online training on e-auction from M/S E procurement
Technologies Limited prior to the date of e-Auction.
8.1 Neither the Liquidator nor M/S E-procurement Technologies Limited will be held
responsible for any Internet network problem /power failure/ any other technical
lapses/failure etc. In order to ward-off such contingent situation the interest bidders are
requested to ensure that they are technically well equipped with adequate power back-
up etc. for successfully participating in the E- Auction.
8.2 The Liquidator reserves the right to alter, modify or relax any of the terms and
conditions mentioned in this document in the interest of the liquidation process of the
Company. Any such alteration, modification or relaxation shall be binding on the
28
Eligible Bidder.
8.3 Bid document with conditional offer will be treated as invalid. Correspondence about
anychange / modification in the offer after submission of the Bid document will not be
entertained. If such interested Bidder wishes to give a fresh offer for an Asset before
the last date prescribed for submission of the Bid document in the concerned
advertisement, he/she/it may file a fresh Bid document with appropriate Earnest
Money Deposit, that too with prior permission from theLiquidator.
8.4 Bids not received in the prescribed Bid form or Below Reserve Price or incomplete in
any respect or unsigned or not accompanied by DD/NEFT/RTGS for the requisite EMD
are liableto be summarily rejected at the sole discretion of Liquidator.
8.5 The advertisement is valid for 32 days from the date of advertisement.
8.6 The sale shall be subject to provisions of IBC, 2016 and Liquidation Process
Regulationsmade thereunder.
8.7 The eligible bidders prior to submitting their bid, should make their independent
inquiries regarding the encumbrances, title of property, claims/rights/dues/affecting
the assets, inspect the assets at their own expenses and satisfy themselves. The scarp
pet bottles mentioned above can be inspected by the eligible bidders at the site on
12/07/2024 to 13/07/2024 between 10 AM to 5 PM with prior appointment by
contacting Mr. Manoj Sehgal. If requested by the Auction Participant, the Liquidator
may arrange a discussion meeting and a site visit at any time prior to the closure of the
auction process. The details, terms and conditions with respect to the discussion
meeting andsite visit shall be communicated to the Auction Participant in advance.
8.8 The eligible bidder should submit the evidence for EMD deposit and Request letter for
participation in the E- auction along with Self attested copy of:
(1) Proof of identification
(2) Current Address-proof
(3) PAN card
(4) Valid e-mail ID
(5) Contact number.
At the office of liquidator at Flat 71 Tower ACACIA-2, Vatika City, Sector 49,
Gurugram, Haryana - 122018 or by email at renaissancecorporation.cirp@gmail.com
on or before 20/07/2024.
8.9 The Liquidator has the absolute right to accept or reject any or all offer (s) or
adjourn/postpone/cancel the e-Auction or withdraw any asset or portion thereof from
the auction proceeding at any stage without assigning any reason thereof.
* The timeline for payment of final sale consideration may be extended at the sole
discretion of Liquidator, to the extent permissible under the applicable laws and
regulations. In case the final sale consideration is not paid within the timeline, the
29
Liquidator shall forfeit EMD.
30
ANNEXURE 2
BID APPLICATION FORM
(Please fill up separate Bid application forms for each Asset)
To,
Mr. Manoj Sehgal
The Liquidator of Renaissance Corporation Limited (in Liquidation)
Flat 71 Tower ACACIA-2, Vatika City, Sector 49, Gurugram, Haryana - 122018
I/We /M/s.____________, the Bidder/s, do hereby state that, I/we/M/s. _________ have read the
Bid Document and the terms and conditions of the Bid and the above advertisement and
understood them fully. I/We/M/s. ____________ hereby unconditionally agree to conform with
and to be bound by the said conditions. My/Our offer for purchase of the Asset as appearing in the
Bid document is as under:
(I) Office
(II) Residence
Identity Proof (Self-attested)
(III) (i) Pan Card*
(c)
(ii) Aadhaar Card*
(iii) Passport $
(iv) Voter ID Card
(v) Driving License
* Compulsory for Indians
$ Compulsory for NRIs
(Provide Authority letter in case of
Firm or Company)
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2. Constitution
(Sole Proprietary/Partnership/Company)
(in case of company/firm, also give names ofDirectors /
partners with contact numbers)
1. I/We/Ms. ________ do hereby state that, I/We/M/s. ________ have read the entire terms
and conditions governing the auction of Assets of Renaissance Corporation Limited (In
Liquidation), as specified in the E-Auction Process Memorandum dated ________
and haveunderstood them fully. I/We hereby unconditionally agree to confirm with and to
be boundby the said terms and conditions and agree to take part in the E-Auction process.
2. I/We/M/s. _______ further declare that I/We/M/s. _________ intend to purchase the
above referred Asset from the Liquidator for my/our own use / business and that the
information revealed by me/us in this Bid Form is true and correct to the best of my/our
knowledge and belief.
3. I/We/M/s. ________ certify that I/We/M/s. _________ am/are eligible to purchase the
assets of the Company, under section 29A read with section 35(f) of IBC 2016, Affidavit
cum Undertaking (Annexure 4)for same is enclosed herewith.
4. I/We/M/s. _______ also enclose copies of the required KYC documents. I/We request you
to kindly verify the same and arrange with the auction portals for issue of an ID and
password for usto enable us to take part in the E-Auction.
6. I/We /M/s. ________ also agree that after my/our offer given in my/our bid for purchase of
an asset(s) is accepted by the Liquidator. If I/We/M/s. ________ fail to accept the terms
and conditions of the Offer letter & Process memorandum or am/are not able to complete
the transaction within the time limit specified in the Process Memorandum for any reason
whatsoever and/or fail to fulfil any/all the terms and conditions of the Process
Memorandum, the Earnest Money Deposit paid by me/us along with the Bid document is
liable to be forfeited by the Liquidator and that the Liquidator has also a right to proceed
against me/us for specific performance of the contract.
7. I/We/M/s. _________ will not claim any interest from the date of submission of offer in
case the process of sale is delayed for any reason.
8. I/ We understand that the Earnest Money of all Bidders shall be retained by the Liquidator
and returned only after the conclusion of the auction process as per the timelines mentioned.
32
I/We state that I/We have fully understood the terms and conditions therein and agree to be
bound by the same.
9. The general terms and conditions of sale are received, read and acceptable to me / us.
Place:
Date:
[Name]
[Designation]
Enclosures:
c. Authority Letter of the authorized representative bidding in case of any bidder other than
proprietorship firm given under point 1(C)(III).
33
ANNEXURE -3
BID Declaration Form
To,
Mr. Manoj Sehgal
The Liquidator of Renaissance Corporation Limited (in Liquidation)
Office address - Flat 71 Tower ACACIA-2, Vatika City, Sector 49, Gurugram, Haryana - 122018
Dear Sir,
1. I/We, (insert name and address of the Bidder) aforesaid do hereby state that, I/We have
read the entire terms and conditions for the sale of the assets of the Company and have
understood them fully. I/We, hereby unconditionally agree to confirm with and to be bound
by the said terms and conditions.
2. I/We confirm that our participation in the e-auction process, submission of bid or
acquisition of the company/assets pursuant to the provisions of the E - Auction Process
Document will not conflict with, or result in a breach of, or constitute a default under (i) our
constitutional documents; or (ii) any applicable laws applicable to me/us; or (iii) any
authorisation or approval of any government agency or body applicable to me/us; or (iv)
any judgement, 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.
3. That the Liquidator reserves the right to request for additional information or clarification
from us in relation to our proposal and we shall promptly comply with such requirements.
Failure to satisfy the queries of the Liquidator within the given timelines may lead to
rejection of our proposal.
4. That submission of our proposal alone does not automatically entitle us to participatein the
next stage of the bid process. The decision taken by the Liquidator with respect to the
selection of the Eligible Bidder and communicated to us shall be binding on me/us. We
acknowledge that the Liquidator reserve the right to determine at his/her sole discretion,
whether or not we qualify for the submission of the proposal and may reject our proposal
without assigning any reason whatsoever.
5. I/We hereby confirm that I/we are not ineligible to purchase the company or its assets under
Section 29A of the Insolvency and Bankruptcy Code, 2016.
34
Name:
Address:
Email:
Contact Number:
Enclosures:
c. Documents evidencing the identity and address proof of the Proprietorship / Partnership
firm / Limited Liability Partnership / Company
35
ANNEXURE 4
AFFIDAVIT CUM UNDERTAKING BY THE BIDDER
(to be duly filled, signed and notarized by the notary office by the Bidder along with Bid form)
[On the letter head of the Bidder (by each member of the consortium if applicable)]
To,
Mr. Manoj Sehgal
The Liquidator of Renaissance Corporation Limited (in Liquidation)
Office address - Flat 71 Tower ACACIA-2, Vatika City, Sector 49, Gurugram, Haryana - 122018
Dear Sir,
Sub: Affidavit cum Undertaking under the Insolvency and Bankruptcy Code 2016
I [Insert name of the authorized person of the Bidder], son of/ daughter of [●], aged about [●]
years, currently residing at [Address to be inserted] and having Aadhaar/Passport number [●],
an authorized officer of [name of the Bidder] having [registered] office at [ ] (“Bidder”,
a term which also includes any person acting jointly with the Bidder), on behalf of the Bidder,
do solemnly affirm and state to Mr. Manoj Sehgal, the Liquidator of Renaissance Corporation
Limited (“Company/Corporate Debtor”) as follows:
1. That none of the Bidder or any person acting jointly or in concert with the Bidder:
(a) is not in-eligible to participate for the E-Auction pursuant to Section 29A of the
Insolvencyand Bankruptcy Code, 2016 (“Code” or “IBC”);
(c) is a willful defaulter in accordance with the guidelines of the Reserve Bank of India
issued underthe Banking Regulation Act, 1949;
(d) at the time of submission of the bid, has an account, or an account of a corporate debtor
under the management or control of such person or of whom such person is a promoter,
classified as non-performing asset in accordance with the guidelines of the Reserve Bank of
India issued under the Banking Regulation Act, 1949 or the guidelines of a financial sector
regulator issued under any other law for the time being in force, and at least a period of one
year has lapsed from the date of such classification till the date of commencement of the
corporate insolvency resolution process of the corporate debtor;
(e) has been convicted for any offence punishable with imprisonment –
(i) for two years or more under any Act specified under the Twelfth Schedule; or
(ii) for seven years or more under any law for the time being in force:
Provided that this clause shall not apply to a person after the expiry of a period of two years
from the date of his release from imprisonment:
36
Provided further that this clause shall not apply in relation to a connected person
referred to in clause (iii) of Explanation I;
Provided that this clause shall not apply in relation to a connected person referred to in clause
(iii) of Explanation I;
(g) is prohibited by the Securities and Exchange Board of India from trading in securities or
accessing the securities markets.
(h) has been a promoter or in the management or control of a corporate debtor in which a
preferential transaction, undervalued transaction, extortionate credit transaction or
fraudulent transaction has taken place and in respect of which an order has been made by the
Adjudicating Authority under this Code:
Provided that this clause shall not apply if a preferential transaction, undervalued transaction,
extortionate credit transaction or fraudulent transaction has taken place prior to the
acquisition of the corporate debtor by the resolution applicant pursuant to a resolution plan
approved under this Code or pursuant to a scheme or plan approved by a financial sector
regulator or a court, and such resolution applicant has not otherwise contributed to the
preferential transaction, undervalued transaction, extortionate credit transaction or
fraudulent transaction;
(i) has executed a guarantee in favor of a creditor in respect of a corporate debtor against
which an application for insolvency resolution made by such creditor has been admitted
under this Code and such guarantee has been invoked by the creditor and remains unpaid in
full or part;
(j) is subject to any disability, corresponding to clauses (a) to (h), under any law in a
jurisdiction outside India; or
(k) has a connected person not eligible under clauses (a) to (i).
Explanation I — For the purposes of this clause, the expression "connected person" means—
(i) any person who is the promoter or in the management or control of the Auction Participant; or
(ii) any person who shall be the promoter or in management or control of the business of the
corporate debtor during the implementation of the resolution plan; or
(iii) the holding company, subsidiary company, associate company or related party of a
person referred to in clauses (i) and (ii):
Provided that nothing in clause (iii) of Explanation I shall apply to an Auction Participant
where such applicant is a financial entity and is not a related party of the corporate debtor:
Provided further that the expression "related party" shall not include a financial entity,
regulated by a financial sector regulator, if it is a financial creditor of the corporate debtor
and is a related party of the corporate debtor solely on account of conversion or substitution
of debt into equity shares or instruments convertible into equity shares, prior to the
37
insolvency commencement date;
Explanation II—For the purposes of this section, "financial entity" shall mean the following
entities which meet such criteria or conditions as the Central Government may, in
consultation with the financial sector regulator, notify in this behalf, namely:—
(b) any entity regulated by a foreign central bank or a securities market regulator or other
financial sector regulator of a jurisdiction outside India which jurisdiction is compliant
with the Financial Action Task Force Standards and is a signatory to the International
Organization of Securities Commissions Multilateral Memorandum of Understanding;
(c) any investment vehicle, registered foreign institutional investor, registered foreign
portfolio investor or a foreign venture capital investor, where the terms shall have the
meaning assigned to them in regulation 2 of the Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2017 made under the
Foreign Exchange Management Act, 1999 (42 of 1999);
(d) an asset reconstruction company register with the Reserve Bank of India under section
3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security
Interest Act, 2002 (54 of 2002);
(e) an Alternate Investment Fund registered with Securities and Exchange Board of India;
2. That the Auction Participant unconditionally and irrevocably undertakes that it shall
provide all data, documents and information as may be required to verify the statements
made under this Affidavit.
3. That in the event any of the above statements are found to be untrue, incomplete or
incorrect, then the Bidder unconditionally agrees to indemnify and hold harmless the
Liquidator against any losses, claims or damages incurred by the Liquidator on account of
such ineligibility of the Bidder.
4. That the list of the connected persons of the Bidder set out in hereto is exhaustive and
complete in all respects and the names of all the connected persons of the Bidder have
been set out thereunder without any omission whatsoever.
5. I/We declare and undertake that in case the Bidder or the person acting jointly with it [or
any of the connected person(s)] becomes ineligible at any stage during the Liquidation
Process, it would inform the Liquidator forthwith on becoming ineligible.
6. I/We also undertake that in case the Bidder or the person acting jointly with it [or any of
the connected person(s)] becomes ineligible at any time during the auction/bid process for
sale of assets of the Company including after submission of Earnest Money Deposit
(“EMD”) towards bid, then the EMD would be forfeited and the same would be deposited
38
in the account of Renaissance Corporation Limited – in liquidation.
7. I/We also further undertake that my/our Bid amount will remain binding unless rejected
by the Liquidator.
8. I/We confirm that the said Affidavit and disclosure is true and correct and I/We agree to
compensate the Liquidator for any cost incurred in relation to ascertaining the veracity of
this Affidavit.
9. I/We am/are duly authorized to submit this Affidavit by virtue of [●]. The said document
is true, valid and genuine to the best of my/our knowledge, information and belief.
Capitalized terms used herein but not defined otherwise shall have meaning prescribed to them
under Process Memorandum.
Yours Sincerely
39
ON RS.100/- STAMP PAPER
AFFIDAVIT
Solemnly, affirmed at (Insert Place) on --------------day, the ……………. day of ............. 2024
Before me
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ANNEXURE 5
EARNEST MONEY DEPOSIT FORM
[On the letter head of the Bidder (by each member of the consortium if applicable)]
Date:
To,
Mr. Manoj Sehgal
The Liquidator of Renaissance Corporation Limited (in Liquidation)
Office address - Flat 71 Tower ACACIA-2, Vatika City, Sector 49, Gurugram, Haryana - 122018
I/We /M/s., the Bidder/s, do hereby state that, I/we/M/s. have read the Bid Document and the
terms and conditions of the Bid and the above advertisement and understood them fully.
I/We/M/s. hereby unconditionally agree to conform with and to be bound by the said conditions.
My/Our offer for purchase of the Asset as appearing in the Bid document is as under:
(I) Office
(II) Residence
2. Details of EMD
(i) Mode of Payment DD/RTGS/NEFT
(ii) DD No./UTR No. in case of RTGS/NEFT
(iii) Date
(iv) Bank & Branch Name
(v) Amount deposited
3. Bank Details for EMD Refund
(i) Bank & Branch Name
(ii) Account Number
(iii) IFSC Code
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(iv) Beneficiary Name
1. 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.
3. I/We /M/s. ________ also agree that after my/our offer given in my/our bid for purchase of
an asset(s)is accepted by the Liquidator. If I/We/M/s. __________ fail to accept the terms
and conditions of the Offer letter & Process memorandum or am/are not able to complete
the transaction within the time limit specified in the Process Memorandum for any reason
whatsoever and / or fail to fulfil any/all the terms and conditions of the Process
Memorandum, the Earnest Money Deposit paid by me/us along with the Bid document is
liable to be forfeited by the Liquidator and that the Liquidator has also a right to proceed
against me / us for specific performance of the contract.
4. I/We/M/s. __________ will not claim any interest from the date of submission of offer in
case the process of sale is delayed for any reason.
5. I/ We understand that the Earnest Money of all Bidders shall be retained by the
Liquidator and returned only after the conclusion of the auction process as per the timelines
mentioned.I/We state that I/We have fully understood the terms and conditions therein and
agree to bebound by the same.
The general terms and conditions of sale are received, read and acceptable to me / us.
[Name]
[Designation]
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