PROCESS MEMORANDUM

PRATIBHA INDUSTRIES LIMITED

(In Liquidation), under the provisions of Insolvency and
Bankruptcy Code, 2016, vide order of Hon’ble National
Company Law Tribunal, Mumbai Bench dated 8th
February 2021

Issued on behalf of

Pratibha Industries Limited (in Liquidation)

by

Mr. Avil Menezes (the Liquidator)

Liquidator’s Address: -

106, 1st Floor, Kanakia Atrium 2, Cross Road A, Behind Courtyard

Marriott, Chakala, Andheri East, Mumbai – 400093

Contact : +91 8693053567

Email : liquidator.pratibha@gmail.com

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SALE OF ASSETS OF PRATIBHA INDUSTRIES LIMITED (IN LIQUIDATION) IN
PARCEL.

Invitation for bids for E-auction of Sale of Assets of Pratibha Industries Limited (in liquidation) in
parcels under the provisions of Insolvency and Bankruptcy Code, 2016 pursuant to the order dated 8 th
February 2021 read with order dated 01st March 2021 passed by the Hon’ble National Company Law
Tribunal, Mumbai Bench (“NCLT”).

11th July 2024

Issued by

Avil Menezes
Liquidator of Pratibha Industries Limited
IBBI Registration No. IBBI / IPA-001 / IP-P00017 / 2016-17 / 10041
(Company under Liquidation vide Hon’ble NCLT order dated 08th February 2021)
Authorization for Assignment valid till 27th November 2024
Address: 106, 1st Floor, Kanakia Atrium 2,
Cross Road A, Behind Courtyard Marriott,
Chakala, Andheri East, Mumbai - 400093

Email: liquidator.pratibha@gmail.com

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 Pratibha
Industries Limited (herewith referred as “Company / Corporate Debtor”) vide order dated 08th
February 2021 (“Liquidation Commencement Order”). By and under the Liquidation
Commencement Order, Mr. Anil Mehta (Registration No.: IBBI/IPA-001/IPP00749/2017-
2018/11282) (“Erstwhile Liquidator”) was appointed as the liquidator of the Company. Thereafter,
vide order dated 17th July 2023, Mr. Avil Menezes (IBBI / IPA-001 / IP-P00017 / 2016-17 / 10041)
(“Liquidator”) has been appointed as the liquidator of the Company.

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 DISCLAIMER

This process memorandum (“Process Memorandum”) is issued by Mr. Avil Menezes, the liquidator
(“Liquidator”) of Pratibha Industries Limited (in liquidation) (the “Company” or “Corporate
Debtor”) for general information purposes, to provide general information only, without regard to
specific objectives, suitability, financial situations and the requirements of any particular person. The
purpose of this Process Memorandum is to set out the process for submitting electronic auction bids
for the assets of the Company in accordance with the Insolvency and Bankruptcy Code, 2016
(“Code”). Nothing herein or in materials relating to the Process Memorandum is intended to be
construed as legal, financial, accounting, regulatory or tax advice by the Liquidator. This Process
Memorandum is personal 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 is issued in supersession of any and all of its earlier
versions as issued by the Liquidator in his earlier endeavours of conducting the auction in respect of
the Corporate Debtor.

This Process Memorandum has not been filed, registered or approved and will or may not be filed,
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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, 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.

The Liquidator may, in his 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. Further, the Bidder must specifically note that the Liquidator reserves the right to
change, update, amend, supplement, modify, add to, delay or otherwise annul or cease the Bidding
process at any point of time, for any reason whatsoever determined in his sole discretion without any
obligation, including to notify any person or Bidder of such revision or changes. In addition, the
Liquidator also reserves the right to extend or change any particular date or any timeline for
completion of the Bidding process for sale of the Assets of the Corporate Debtor, for any reason
whatsoever determined in his sole discretion or under such circumstances as the Liquidator finds
iv
appropriate, without any obligation, including the obligation to notify any person or Bidder of such
revision or change.

In providing this Process Memorandum, the Liquidator or his representatives or his professional
advisors do not undertake any obligation to provide the Bidders with access to any additional
information or to update, expand, revise or amend the information, or to correct any inaccuracies
which may become apparent in this or any other document and having said so, the Liquidator or his
representatives or his professional advisors will make all endeavours to provide the additional
information being sought for by the Bidders.

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
Laws 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.

The issue of this Process Memorandum does not imply that the Liquidator is bound to select a
Qualified Bidder as a ‘Successful Bidder’ (as defined below) or to select the Successful Bidder in
respect of its Bid and the Liquidator reserves the right to reject at any stage all or any of the Bid/Bids
submitted by any Bidder in accordance with Schedule I of Liquidation Process Regulations and
without incurring any liability whatsoever.

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 other terms 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
v
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 legal expenses, 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 sale of the assets of the Company in parcel 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.

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. This Process Memorandum shall not deem to be any form of commitment on the part of the
Liquidator or the Corporate Debtor to proceed with any transaction.

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 of the Corporate Debtor 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.

vi
The Bidders are cautioned against any attempt for giving or offering any gift, bribe or inducement
and any attempt to any such act, on behalf of the Bidder towards the Liquidator or his professional
advisors or the Corporate Debtor or any of its representatives, for showing any favour in relation to
this Process Memorandum or the process set out herein, which if done, shall render the Bidder to such
liability and penalty as the Liquidator may deem proper, including but not limited to immediate
disqualification and expulsion from the Bidding process.

The term “Assets in parcels” wherever used in this Process Memorandum shall mean, sale of assets
in parcels in accordance with Regulations 32 (a) to (d) of the provisions of the Code, Liquidation
Process Regulations and this Process Memorandum.

The Bidders shall comply with all the laws of India.

The laws of the Republic of India are applicable to this Process Memorandum.

vii
 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 details for the e-auction process are also available on the website
https://nesl.co.in/auction-notices-under-ibc/

Bidders desirous to submit their bid, must submit Bids on E-Auction Portal
https://nbid.nesl.co.in/app/login

The details would also be available on the Company’s website: https://www.pratibhagroup.com/

The documents for the Bid have to be submitted at Liquidator’s Office by post or in person or through
electronic means.

Address: 106, 1st Floor, Kanakia Atrium 2, Cross Road A, Behind Courtyard Marriott, Chakala,
Andheri East, Mumbai - 400093

E- mail address: liquidator.pratibha@gmail.com

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ix
 TABLE OF CONTENTS

1. IMPORTANT INFORMATION .......................................................................................... 1

2. DEFINITIONS ..................................................................................................................... 5
3. INTRODUCTION .............................................................................................................. 10
4. OVERVIEW OF THE COMPANY .................................................................................... 11
5. ELIGIBILITY/ PRE-BID QUALIFICATIONS ................................................................ 11
6. DOCUMENTS TO BE SUBMITTED BY BIDDERS ...................................................... 16
7. SITE VISIT AND DISCUSSION MEETING ................................................................... 17
8. DUE DILIGENCE ............................................................................................................. 18
9. ASSETS TO BE AUCTIONED .......................................................................................... 19
10. MODE OF SALE AND RESERVE PRICE ...................................................................... 20
11. EARNEST MONEY DEPOSIT .......................................................................................... 22
12. DECLARATION OF SUCCESSFUL BIDDER ............................................................... 24
13. FRAUDULENT AND CORRUPT PRACTICES .............................................................. 25
14. COST, EXPENSES AND TAX IMPLICATIONS ............................................................ 27
15. GOVERNING LAW AND JURISDICTION ..................................................................... 29
16. TIMELINES ....................................................................................................................... 29
17. MISCELLANEOUS ........................................................................................................... 31
18. CLARIFICATIONS............................................................................................................ 33

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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 Pratibha Industries Limited (in liquidation) for sale of assets in parcel under
the provisions of the Code and Liquidation Process Regulations (defined hereinbelow).

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.

1.3. The information contained in this Process Memorandum or subsequently provided to

Bidder(s), whether verbally or in documentary or any other form by or on behalf of the
Liquidator, is provided to Bidder(s) on the terms and conditions set out in this Process
Memorandum.

1.4. This Process Memorandum is neither an agreement nor an offer by the Liquidator to the
Bidders or any other person. The purpose of this Process Memorandum is to provide Bidders
with information that may be useful to them in making their bids pursuant to this Process
Memorandum. The assumptions, assessments, statements and information contained in the
Process Memorandum may not be complete, accurate, adequate or correct. Each 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 contained in this Process Memorandum and obtain independent
advice from appropriate sources.

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
1
 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 has no responsibility towards the authenticity of the trademark registration
of the brand / name “Pratibha Industries Limited”. The Successful Bidder(s) is/ are advised
to conduct their own legal diligence towards continuing with the same name. This Process
Memorandum does not constitute advice and the Liquidator should not be held responsible
for any sort of claim on the name Pratibha Industries Limited by any constitution / party.
The Liquidator hereby excludes any warranty, express or implied by any party, on the name
Pratibha Industries Limited. No responsibility is taken by the Liquidator regarding any
implications of the future usage of the name Pratibha Industries Limited. 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.

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 Corporate Debtor
for sale of assets in parcels and the Liquidator reserves the right to reject all or any of the
Bidders or bids in accordance with Schedule I of Liquidation Process Regulations.

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. National E-Governance Services Limited (“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

2
 provided on the website portal of the E-Auction Service Provider (“Platform”). Other details
with respect to the E-Auction are as follows:

Type of Bid E – Auction

Seller Avil Menezes (Liquidator of Pratibha Industries Limited)

Website of E - Auction https://nesl.co.in/auction-notices-under-ibc/

service provider https://www.nesl.co.in.
Service Provider National E-Governance Services Limited, 5th Floor, The
Estate, 121, Dickenson Rd, Sivanchetti Gardens, Bengaluru,
Karnataka 560042.
Name: Mr. Araventhan/ Ms. Gunjan Narula
Contact: +91 93846 76709, +91 84470 18554
E-mail: araventhanse@nesl.co.in, gunjann@nesl.co.in
Annexures Annexure 1 - Terms and Conditions of E-Auction

Annexure 2 - Application Form (to be duly filed in, signed and

stamped by the Auction Participant and submitted)

Annexure 3 - Affidavit certifying eligibility under section 29A of

IBC by the Auction Participant (to be duly filled in and signed by the
Auction Participant and submitted along with the Application Form)

Annexure 4 - Confidentiality Undertaking

Annexure 5 - Copy of the resolution passed by the board of

directors of the Auction Participant (in case the Auction
Participant is a company)

Annexure 6 – Earnest Money Deposit Form

Annexure 7 - Description of Assets

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.

3
1.12. All terms and conditions with respect to the sale of assets in parcels shall be governed by
the directions of the Liquidator, the Hon’ble NCLT and in accordance with the provisions
of applicable laws.

1.13. As mandated by the Hon’ble NCLT, the Liquidator shall exercise all rights with respect to
sale of assets in parcel 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.

1.14. 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.

1.15. All incidental expenses incurred towards the sale of the Assets in parcel including the
expenses incurred towards movement / shifting of plant & machinery (ies) or any asset of
the Company post the e-auction process should be borne by the Successful Bidder(s). The
Liquidator shall not be held responsible / liable to pay any expenses towards such movement
of plant & machinery(ies) or any asset of the Company.

1.16. 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.

1.17. The sale of the Assets in parcel are proposed to be sold on “As is where is basis”, “As is
what is basis”, “Whatever there is basis” and “No recourse” basis and such sale of the
Company does not entail transfer of any title except the title which the Company 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.

1.18. This Process Memorandum is neither transferable nor assignable.

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2. DEFINITIONS

2.1. “Adjudicating Authority” or “NCLT” shall mean the Hon’ble National Company Law
Tribunal, Mumbai Bench;

2.2. “Affiliate” in relation to a Person, (a) being a corporate entity, or limited liability partnership
shall mean any entity or Person, which Controls, or is Controlled by, or is under the common
Control as such Person; (b) being an individual shall mean any relative (as defined under the
Companies Act, 2013) of such individual or any other Person which is Controlled by such
individual; (c) being a partnership firm, shall mean the partners of such partnership firm or
the relatives (as defined under the Companies Act, 2013) of such partners (if any individual)
or any other Person which is Controlled by such firm or the partners;

2.3. “Affidavit” shall mean the affidavit certifying eligibility under section 29A of the Code
provided by the Bidder substantially in form and manner as set out in Annexure 3 (Affidavit
certifying eligibility under section 29A of IBC by the Auction Participant) of this Process
Memorandum;

2.4. “Agency” shall mean E-Auction Service Provider viz. National E-Governance Services
Limited.;

2.5. “Applicable Laws” means, all applicable laws, regulations, rules, guidelines, circulars, re-
enactments, revisions, applications and adaptations thereto, judgments, decrees, injunctions,
writs and orders of any court, arbitrator or governmental agency or authority, rules,
regulations, orders and interpretations of any governmental authority, court or statutory or
other body applicable for such transactions including but not limited to the Code, 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;

2.6. “Application Form” means the form set out in Annexure 2 (Application Form) of this
Process Memorandum to be provided by the Bidder along with the information and
documents set out therein;

2.7. “Auction Participant” or “Bidder” means a Person or Persons who have shown interest in

5
 participating in e-auction process for the sale of Assets in parcel pursuant to this Process
Memorandum and have submitted Application Form as provided in Annexure 2 (Application
Form), Affidavit in a format provided in Annexure 3 (Affidavit certifying eligibility under
section 29A of IBC by the Auction Participant) hereof, Confidentiality Undertaking as
provided in Annexure 4 (Confidentiality Undertaking) hereof, a copy of Board Resolution
in a format provided in Annexure 5 (Copy of the resolution passed by the board of directors
of the Auction Participant) hereof and other necessary documents to complete the eligibility
check formalities to the satisfaction of the Liquidator;

2.8. “Bid” means any bid submitted by the Qualified Bidder as required in terms of this Process
Memorandum and in accordance with the provisions of IBC read together with the
Liquidation Process Regulations and the Applicable Laws;

2.9. “Bid Incremental Value” shall mean a minimum amount of INR. 5,00,000

over and above the last highest bid amount by which any participating Qualified Bidder
will be required to increase the next bid on the auction portal;

2.10. “Company” / “Corporate Debtor” shall mean Pratibha Industries Limited, a company
incorporated in India under the Companies Act of 1956, having its registered office at
Shrikant Chambers, Phase II, 5th Floor, Sion-Trombay Road, next to R. K. Studio, Chembur,
Mumbai, Maharashtra - 400071, India having Corporate Identification Number
L45200MH1995PLC090760;

2.11. “Confidential Information” shall mean any and all information and other materials
disclosed, furnished, communicated or supplied by the Company to any Qualified Bidder, in
written or electronic or verbal form, including without limitation, and shall be determined to
include (without limitation) the following types of information of similar nature : any
commercial and/ or financial information, improvement, know how, intellectual property,
discoveries, ideas, concepts, papers, techniques, model, data, documentation, manuals, flow
charts, research, process, procedures, functions, and other information related to price lists
and pricing policies and other information which company identifies to be confidential at the
time of disclosure to the relevant qualified bidder, and shall include any information that is
provided by the Liquidator or his representative pursuant to the liquidation process or
through the Confidentiality Undertaking;

6
2.12. “Confidentiality Undertaking” shall mean an undertaking as specified in Annexure 4
(Confidentiality Undertaking) of this Process Memorandum;

2.13. “Conflict of Interest” shall mean an event or circumstance, determined at the discretion of
the Liquidator, where a Bidder is found to be in a position to have access to information
about, or influence the Bid of another Bidder pursuant to a relationship (excluding any
commercial relationship which may be existing between the Bidder and the Company
pursuant to the ordinary course of business of the Bidder or the Company) with the
Company, group companies of the Company, or Affiliates of the Company, directly or
indirectly, or by any other means including colluding with other Bidders, the Company,
group companies of the Company or Affiliates of the Company;

2.14. “Control” (together with its correlative meanings, “Controlled by”, “Controlling” or
“under common Control with”) shall mean a Person holding more than 50% (fifty 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;

2.15. “Connected Person” has the meaning ascribed to it in the IBC.

2.16. “Data Room” means the virtual data room created and maintained by the Liquidator for
Qualified Bidder(s) to conduct the due diligence and to access the information & documents
in relation to the Corporate Debtor under the terms of the Confidentiality Undertaking;

2.17. “IBC”/ “Code” shall mean Insolvency and Bankruptcy Code, 2016 as amended from time
to time;

2.18. “Letter of Intent”/ “LOI”/ “Award Letter” means the letter issued by the Liquidator to
the Successful Bidder detailing out the terms and conditions to complete the sale of assets in
parcels, including the balance sale payment by Successful Bidder as per provisions of IBC
and the Liquidation Process Regulations;

2.19. “Liquidation Process Regulations” means, the Insolvency and Bankruptcy Board of India
(Liquidation Process) Regulations 2016 as amended from time to time;

2.20. “Liquidator” means Mr. Avil Menezes, an Insolvency Professional registered with

7
 Insolvency and Bankruptcy Board of India (IBBI) having Registration Number IBBI / IPA-
001 / IP-P00017 / 2016- 17 / 10041 appointed by NCLT, vide order dated July 17, 2023, to
manage, protect, sell and liquidate the property, assets, business and other affairs of the
Company in accordance with the IBC and Liquidation Process Regulations;

2.21. “Person” shall mean an individual, sole proprietorship firm, a partnership firm, a limited
liability partnership, an association whether incorporated or not, a joint venture, a limited
company, a trust, a body corporate, bank or financial institution or any other body whether
or not required to be incorporated or registered under Applicable Law;

2.22. “Process Memorandum” or “E- Auction Process Memorandum” means this document
including all the annexures hereto, for the purposes of setting out the process for submission
of Bids and selection of Successful Bidder in accordance with the provisions of the IBC and
Liquidation Process Regulations and shall include all supplements, modifications,
amendments, alterations or clarifications thereto issued in accordance with the terms thereof;

2.23. “Qualified Bidder(s)” shall mean the Bidder who has submitted the necessary documents
and applicable annexures in terms of the requirements of this Process Memorandum to fulfil
the eligibility requirements to the satisfaction of the Liquidator and qualifies the criteria as
specified in the Clause 6 hereof to the satisfaction of the Liquidator and has been accepted
by the Liquidator as a Qualified Bidder;

2.24. “Reserve Price” shall mean an aggregate price amounting to

Sr. Earnest Money
Description of Assets Reserve Price Incremental
No. Deposit
Bid
Sale of Assets in parcels
Date and Time of Auction: 6th August 2024 (Tuesday) at 12:00 P.M. to 1:00 P.M.

3 Tunnel Boring Machine EPB – CAP

1. 6600 MM slocated in Mundka, New 5,43,00,000 54,30,000 5,00,000
Delhi bearing No. S-723, S-883 and S-
890
as arrived pursuant to the provisions of the Liquidation Process Regulations and as mutually
discussed with the Stakeholders Consultation Committee.

2.25. “Seller” means, Pratibha Industries Limited in Liquidation acting through the Liquidator;

2.26. “Site” shall mean the location of the immoveable and moveable properties including land
parcels, office premises, buildings, plant and machinery owned, leased or occupied by the

8
 Company, for the purposes of conducting business;

2.27. “Site Visit” shall mean a visit to the Site as per clause 7 and within the timelines as provided
in Clause 16 of this Process Memorandum;

2.28. “Special Purpose Vehicle” shall mean and refer to any body corporate incorporated or
registered as per applicable provisions of laws, named by the Successful Bidder for the
purpose of acquisition of the Corporate Debtor, where the Successful Bidder has the control
over the affairs of the Special Purpose Vehicle through ownership by way of majority of the
voting rights and management (including but not limited to the composition of the board of
directors/ partners as the case may be)

2.29. “Successful Bidder” or “Successful Auction Participant” or “Successful Bidder” means,

the Qualified Bidder whose Bid is approved and who is declared successful by the Liquidator
after the e- auction and to whom the Letter of Intent is issued by the Liquidator, in accordance
with the terms of this Process Memorandum;

2.30. “Successful Bid” means the Bid of the Successful Bidder for sale of assets in parcel as
declared by the Liquidator as per this Process Memorandum;

2.31. Capitalized terms used herein but not defined otherwise shall have meaning prescribed to
them under the provisions of the IBC and the Liquidation Process Regulations thereunder.

9
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 from 08th February 2021
(“Liquidation Commencement Order”). By and under the Liquidation Commencement
Order, Mr. Anil Mehta (Registration No.: IBBI/IPA-001/IPP00749/2017-2018/11282)
(“Erstwhile Liquidator”) was appointed as the liquidator of the Company. Thereafter, vide
order dated 17th July 2023 (“Replacement Order”), Mr. Avil Menezes (IBBI / IPA-001 /
IP-P00017 / 2016-17 / 10041) (“Liquidator”) has been appointed as the liquidator of the
Company.

3.2. The Liquidator endeavors to sell the assets in Parcel 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 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.

10
4. OVERVIEW OF THE COMPANY

4.1. The Corporate Debtor was incorporated on 19th July 1995 under Companies Act, 1956 as a
Public Limited Company having its registered office at Shrikant Chambers, Phase II, 5th
Floor, Sion-Trombay Road, next to R. K. Studio, Chembur, Mumbai, Maharashtra - 400071,
India having Corporate Identification Number L45200MH1995PLC090760. The Corporate
Debtor is primarily engaged in the business of Engineering, Procurement & Construction
(“EPC”) with a focus on projects in the area of urban infrastructure, water & environmental
engineering and real estate.

4.2. The Corporate Debtor is a listed company and its shares are listed on Bombay Stock
Exchange and National Stock Exchange, however, w.e.f. 26 th November, 2018 trading of
shares stand suspended in the respective stock exchange.

The Liquidator had issued an E-Auction Notice dated 18th May 2024 for sale of the
Corporate Debtor as a Going Concern and the said E-Auction was scheduled on 12th June
2024. In the E-Auction held on 12th June 2024 Kalinga Metalics Limited was declared
Successful Bidder. And pursuant to receipt of entire Sale Consideration the Liquidator has
issued the handover letter for the handover of the day-to-day operations of the Corporate
Debtor on a going concern basis including possession of all the relinquished assets of the
Corporate Debtor.

5. ELIGIBILITY/ PRE-BID QUALIFICATIONS

A) Applicable to bidders participating in sale of assets the Corporate Debtor in

parcel:

• The Bidder shall not be eligible to submit any documents for Bid if it suffers
from any of the disqualification/ineligibility criteria set out in Section 29A of
the Code (as amended from time to time). The Bidder shall submit the relevant
information and records to enable an assessment of ineligibility as set out under
the provisions of Section 29A of the Code including but not limited to the details
of its Connected Person as required in Annexure 2 (Application Form) of this
Process Memorandum.

11
 • In case the Bidder is a consortium, the Consortium shall not have more than one
(1) lead member (“Lead Member”). Each member of the Consortium must be
eligible to participate in the E-Auction Process under the provisions of the Code
and must be ‘fit and proper’ person, i.e. not under any legal disability to be
purchaser of Corporate Debtor under the applicable laws. A Power of
Attorney/Board Resolution shall be given by each member of the Consortium
authorizing the Lead Member to participate in the E-Auction Process,
submission of all required documents, information, and contact persons for all
communications. The Constitution of Consortium cannot be changed until the
process enshrined under this Process Memorandum including the issuance of
LOI, and certificate of sale. Any such change in the constitution of the
consortium shall be brought to the attention of the Liquidator immediately and
Liquidator may in consultation with the Stakeholders Consultation Committee
qualify / disqualify such consortium.

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 –
(a) is an undischarged insolvent;

(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

12
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, or
completion of such transactions as may be prescribed, 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:

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;
13
(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
(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 a resolution applicant
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,
14
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, or completion of such
transactions as may be prescribed, 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:—

(a) a scheduled bank;

(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 Organisation 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;

(f) such categories of persons as may be notified by the Central Government.”

15
6. DOCUMENTS TO BE SUBMITTED BY BIDDERS

In addition to the above, the Auction Participant who fails to fulfil the requirements set out in this
Process Memorandum, including but not limited to failure of providing the documents/ information
to be submitted by the Auction Participant in terms of Clause 6 hereof, shall not be eligible to submit
a Bid for purchase of the assets of Corporate Debtor in parcels.

6.1. The Bidders would need to submit the following documents to the satisfaction of the
Liquidator:

(i) Bid Application Form as provided in Annexure 2 (Application Form) hereof;

(ii) Affidavit in a format provided in Annexure 3 (Affidavit certifying eligibility under
section 29A of IBC by the Auction Participant) hereof;
(iii) Confidentiality Undertaking as provided in Annexure 4 (Confidentiality
Undertaking) hereof;
(iv) Copy of Board Resolution in a format provided in Annexure 5 (Copy of the
resolution passed by the board of directors of the Auction Participant) hereof;
(v) Other necessary documents to complete the eligibility check formalities
(collectively referred to as “Eligibility Documents”)

in accordance with the timelines specified in Clause 16 (Timelines) of this Process

Memorandum in respect of assets.

6.2. A 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 prospective Bidders to evaluate their eligibility. The Liquidator shall, at his
discretion, disqualify the prospective Bidder for non-submission of the requested documents.
A Bidder is required to submit information in accordance with this Process Memorandum
and in compliance with the requirements set out under the Code and Liquidation Regulations
and shall sign and stamp each page of all the documents. All requisite supporting documents
should be duly signed and stamped by the Bidder or an authorised representative of the
Bidder and supported by evidence of authority of such Person (board resolution and/or power
of attorney, as applicable, of the Bidder). Strict adherence to forms, documents, and
authorizations wherever specified in the said document, is required. Each form, document
and authorization have to be duly signed and appropriately stamped/company seal affixed

16
 by the authorized representatives of Bidder.

6.3. On the receipt of the Eligibility Documents relating to the Bidders, the Liquidator shall
assess the Eligibility Documents of the Bidders to his satisfaction and finalise the Qualified
Bidders and declare the names of Qualified Bidders as per the timelines mentioned in clause
16 (Timelines) of this Process Memorandum below.

6.4. Qualified Bidders will gain access to the Data Room for due diligence. Further, Site Visits
will also be arranged (if required) only for Qualified Bidders in accordance with clause 7
hereof.

6.5. The title documents relating to assets of the Company may be made available to the Qualified
Bidders on request to be made to the Liquidator on liquidator.pratibha@gmail.com on or
before Thursday, 1st August 2024.

6.6. Upon completion of the due diligence, Site Visit and discussion meeting (if any) by the
Qualified Bidders within the timeframe set out in Clause 16 (Timelines) of this Process
Memorandum, the Qualified Bidders shall deposit the Earnest Money Deposit (“EMD”) in
accordance with Clause 11 (Earnest Money Deposit) of this Process Memorandum within
the timeframe mentioned in Clause 16 (Timelines) of this Process Memorandum below. The
Liquidator shall, at his discretion disqualify the Qualified Bidder for non-submission of the
EMD.

7. SITE VISIT AND DISCUSSION MEETING

7.1. If requested by the Qualified Bidders, the Liquidator may arrange a discussion meeting and
a Site Visit at any time prior to the closure of the auction process.

7.2. The details, terms and conditions with respect to the discussion meeting and Site Visit shall
be communicated to the Qualified Bidder in advance.

7.3. The Liquidator reserves the right to not arrange a discussion meeting or Site Visit for any
reason whatsoever, irrespective of the request of the Qualified Bidder. Qualified Bidder
(considering Site Visit) will be provided with a prior notification of date and time 3 (three)
days in advance by the Liquidator.

17
8. DUE DILIGENCE

8.1. The Liquidator shall endeavour to provide all necessary documents in the Data Room for the
conduct of due diligence by the Qualified Bidders. The information and documents shall be
provided by the Liquidator in good faith. The Qualified Bidders may note that the Liquidator
would not have verified any of the information, data or documents shared by the Company
and shall not accept any responsibility or liability, whatsoever, in respect of any statements
or omissions contained in the shared data.

8.2. Access to Data Room containing information related to the Company shall be provided to
only the Qualified Bidder(s), to undertake due diligence of the business and operations of
the Company and other information related to the Company.

8.3. The Data Room has been organized only for the ease of reference of the Qualified Bidder(s),
and the Qualified Bidder(s) shall be responsible to conduct their own due diligence, research,
assessment and analysis with respect to the information contained in the Data Room.
Notwithstanding anything to the contrary contained in this this document, the Liquidator or
the Representatives of the Liquidator, shall not in any manner whatsoever, be held liable for
the relevance, adequacy, correctness, completeness or accuracy of the information contained
in the Data Room.

8.4. The Qualified Bidder shall be deemed to have conducted its own due diligence of the
Company and its assets to its entire satisfaction. It is hereby clarified that the Qualified
Bidder shall not be entitled to withdraw its Bid, as submitted, on the pretext that the contents
uploaded in the Data Room were not to the required satisfaction of the Qualified Bidder or
that the Qualified Bidder did not conduct a Site visit. It is expected that the Qualified Bidder
shall have undertaken an independent due diligence and appraisal of the Company for
participation in the Bid Process and shall not rely solely on the information provided by the
Liquidator or its Representatives in the Data Room.

8.5. While the data/information provided in this Process Document and the Data Room, has been
prepared and provided in good faith, the Liquidator and his Representatives shall not accept
any responsibility or liability, whatsoever, in respect of any statements or omissions herein,
or the accuracy, correctness, completeness or reliability of the information provided, and
shall incur no liability under any law, statute, rules or regulations as to the accuracy,
18
 reliability and completeness of the information provided, even if any loss or damage is caused
to any of the Qualified Bidders by any act or omission on their part.

8.6. The sale of assets in parcels is to be sold on “as is where is basis”, “as is what is basis”,
“whatever there is basis” and “no recourse basis”. All statutory/non-statutory liabilities /
taxes / demands / claims / maintenance fee / electricity / water charges etc., outstanding as
on date or yet to fall due in respect of the assets of the Corporate Debtor should be ascertained
by the Qualified Bidders.

9. ASSETS TO BE AUCTIONED

The assets as specified in Clause 9 (Assets to be Auctioned) of this Process Memorandum

are known as assets to be auctioned. Kindly note that the bidders cannot place a bid at a
value below the reserve price.
Amount in INR.
Sr. Earnest
Description of Assets Reserve Incremental
No. Money
Price Bid
Deposit
Sale of Assets in parcels
Date and Time of Auction: 6th August 2024 (Tuesday) at 12:00 P.M. to 1:00 P.M.

3 Tunnel Boring Machine EPB – CAP 6600 MM

1. slocated in Mundka, New Delhi bearing No. S- 5,43,00,000 54,30,000 5,00,000
723, S-883 and S-890

Please refer to Annexure 7 “Description of Assets” for detailed description of above-mentioned

assets.

Notes to Auction Process:

• For abundant clarity it is clarified here that assets are sold on “as is where is basis”, “as is what
is basis”, “whatever there is basis” and “no recourse basis” as on the handover date.

• The sale of the assets of the Corporate Debtor in parcel are proposed to be sold on “as is where
is basis”, “as is what is basis”, “whatever there is basis” and “no recourse 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. Whilst it is not the intention to transfer any
liabilities associated with the Assets, the interested bidders are advised to ascertain all statutory
liabilities / taxes / demands / claims / charges etc., outstanding as on date or yet to fall due in
19
 respect of the relevant Asset.

• Bidding shall be allowed on submission of EMD

10. MODE OF SALE AND RESERVE PRICE

a. As per Regulation 32 of the Liquidation Process Regulations, the Liquidator may sell-
(a) an asset of the Company on standalone basis;
(b) the assets of a Company through a slump sale;
(c) a set of assets of the Company collectively;
(d) the assets of the Company in parcel;
(e) the Company as a going concern; or
(f) the business(s) of the Company as a going concern.
Provided that where an asset is subject to security interest, it shall not be sold under any of the
clauses (a) to (f) unless the security interest therein has been relinquished to the liquidation
estate.

b. The details of the security interest in the assets of the Company, relinquished / not
relinquished by the secured creditors in accordance with Section 52(1)(a) of the Code shall
be available in the Data Room.

c. The details of the security interest in the assets of the Company, relinquished / not
relinquished by the secured creditors in accordance with Section 52(1)(a) of the Code shall
be available in the Data Room.

d. It is clarified that on being declared as Successful Bidder, the said Successful Bidder shall be
required to complete the sale of assets in parcel in accordance with the provisions of the Code
and Liquidation Process Regulations.

e. The implementation/mechanism of such sale is however not specifically provided for in the
Liquidation Process Regulations or anywhere in the Code. It is clarified that on being
declared as Successful Bidder, the said Successful Bidder shall be required to complete the
sale of assets in parcel in accordance with the provisions of the Code and Liquidation Process
Regulations. After identification of a Successful Bidder and payment of entire Consideration

20
 within the timelines as specified in Clause 16 the Liquidator and/or Successful Bidder shall
have the right to approach the Hon’ble NCLT for obtaining reliefs/suitable directions for the
effective implementation of such sale and any such directions shall be binding on the parties
to the sale process as contemplated in this E-Auction Process Information Document.

f. The Successful Bidder agrees that it shall be bound to pay the balance sale consideration for
sale of assets in parcel within the time frame stipulated in the Liquidation Process
Regulations. It is clarified that any necessary approvals, consents, reliefs that may be required
to be obtained by the Successful Bidder with respect to the Sale of assets in parcel as
contemplated in this Process Memorandum have to be obtained by the Successful Bidder
without any deviation from the time frame for payment of balance sale consideration as
stipulated under the Liquidation Process Regulations.

g. Any failure to obtain such necessary approvals, consents, reliefs that may be required by the
Successful Bidder in respect to the sale of assets in parcels shall not affect the e-auction
process. as contemplated under this Process Memorandum. On payment of the full amount,
the sale of assets in parcels shall stand completed and the Liquidator shall execute a
‘certificate of sale’/ ‘sale deed’/ ‘invoice’ / ‘transfer documents’ to consummate the sale
transaction as contemplated under this Process Memorandum and the Applicable Law.

h. The Liquidator reserves the right to alter, modify, cancel or relax any of the terms and
conditions mentioned in this Process Memorandum or issue any clarification as may be
necessary in the interest of the liquidation process of the Company including cancellation of
the e-auction process at any point of time. Any such alteration, modification, cancellation or
relaxation of e-auction process shall be binding on the Bidders.

i. The Qualified Bidders, participating in the e-auction process, will have to Bid for an amount
not less than the Reserve Price for acquiring the assets of the Company. The attention of
Qualified Bidders is invited to the fact that the Qualified Bidders cannot place a Bid for a
value below the Reserve Price. Such Bid will stand automatically disqualified.

j. The other terms and conditions relating to e-auction process to be complied by the Qualified
Bidders are set out in Annexure 1 (Terms and Conditions of E-Auction) of this Process
Memorandum.

21
11. EARNEST MONEY DEPOSIT

All Bidders shall follow the below process for submission of EMD:

a. The non – interest bearing EMD to be paid by the Eligible Bidder along with Earnest Money
Deposit Form attached vide Annexure 6 (Earnest Money Deposit Form) prior to auction as
per timelines mentioned in Clause 16 (Timelines).

b. Mode of Payment of EMD and balance sale consideration and other instructions
relating to EMD:

- Through RTGS / NEFT to the account number provided as:

Account Number 27940200002426

Type of Account Current Account
Beneficiary Name Pratibha Industries Limited

Bank Name Bank of Baroda

Branch PBB Branch Mumbai

IFSC Code BARB0PBBMUM

c. The details of any remittances in this regard shall be submitted by the Eligible Bidder through
email on liquidator.pratibha@gmail.com. The entire EMD amount shall be remitted by the
Eligible Bidder from one bank account.

d. Eligible Bidders shall preserve the remittance challan and shall produce the same in front of
the Liquidator as and when demanded.

e. All payments made by the bidder under the e-auction shall be intimated to the Liquidator on
mail to liquidator.pratibha@gmail.com. However, the credit to the bank account should be
made on or before 3rd August 2024 (Saturday) up to 5:00 PM.

f. 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
22
 demand for Successful Bidder. On payment of the full amount, the sale shall stand completed
and the Liquidator shall execute certificate of sale or sale deed to transfer such Assets and the
Assets shall be delivered to the Successful Bidder in the manner specified in the terms of sale.

g. Further, if the balance consideration is not made by the Successful Bidder within 30 days of
such demand, interest at the rate of 12% p.a shall be levied till date of actual payment and if
payments are not made within 90 days from date of initial demand made by Liquidator the
sale shall stand cancelled.

h. Forfeiture of Earnest Money from the Auction Process Applicant

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 Code (as amended from time to time) or is found to have made a false or misleading
declaration of eligibility under Section 29A of the Code (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
Laws including the Prevention of Corruption Act, 1988;

d) Existence of any collusion between the Bidders and the Corporate Debtor’s related
parties, or any creditors of the Corporate Debtor and the Bidder;

e) Withdrawal of, or change in the Bid after the completion of the said process;

f) Default in deposit of amount by the Successful Bidder within the timeframe set out in
Clause 16 of this Process Memorandum, OR
23
 g) If the Successful Bidder fails to take custody of assets within the validity of gate pass.

It is clarified that any invocation/forfeiture of the Earnest Money Deposit, by the Liquidator,
shall not limit any other rights or remedies that the Liquidator may have under Applicable
Law or otherwise, against any Bidder.

12. DECLARATION OF SUCCESSFUL BIDDER

a. 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) in
accordance to conditions specified in this Process Memorandum.

b. The declaration of the Successful Bidder(s) for the Sale of assets in parcel shall be
done by the Liquidator within the timeframe set out in Clause 16 (Timelines) of this
Process Memorandum after the closure of e-auction process.

c. Where the EMD has been provided by means of a remittance to the Company’s bank
account, 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.

d. 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 or portion thereof from the E-Auction proceedings at any stage
without assigning any reason there for.

e. The Liquidator shall issue to the Successful Bidder, a ‘Letter of Intent’/ ‘Award
Letter’/ ‘invoices’/ ‘certificate of sale’ after the closure of the e-Auction, inviting the
Successful Bidder to pay the balance sale consideration (plus any applicable
GST/taxes, registration fees etc if any) within the timeframe set out in Clause 16
(Timelines) of this Process Memorandum. The LOI/Award Letter outlines preliminary
commitment and does not constitute conclusion of sale in favor of the Successful
Bidder.

f. The Successful Bidder(s) shall deposit the balance sale consideration within 30 days

24
 from the date of such demand. Provided that payments made after the last date shall
attract interest at the rate of 12% p.a. In case of failure of payment within 90 days,
EMD paid shall be forfeited.

g. In case of any dispute / discrepancy, the Liquidator shall assess the auction
applications and declare the Successful Bidder. This right to select and declaring the
Successful Bidder(s) shall always solely rest with the Liquidator, and his decision will
be final and binding on all participants.

h. 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’/
‘sale deed’ / ‘invoices’/ ‘transfer Documents’ and the assets shall be delivered to
the Successful Bidder(s). 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(s)
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.

 The Successful Bidder(s) shall be responsible for undertaking necessary actions

and compliances 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 assets of the Corporate Debtor.

 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 may be put
to re-auction or sold to the next highest Qualified Bidder and the defaulting
Successful Bidder shall have no claim/right in respect of such asset.

13. FRAUDULENT AND CORRUPT PRACTICES

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

25
 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
EMD furnished by the Qualified Bidder.

b. 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.

c. The Qualified 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 assets to
any other party. Prior to conducting due diligence/ Site Visits, the Liquidator may
require the Bidder to execute confidentiality agreement with the Company/
Liquidator.

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

e. “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 any of the process laid down in this Process Memorandum;

f. “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 any of the process laid down in this Process Memorandum (for
avoidance of doubt, offering of employment to or employing or engaging in any
manner whatsoever, directly or indirectly, any official of the Liquidator or the
Company, who is or has been associated or dealt in any manner, directly or indirectly
with any of the process laid down in this Process Memorandum or arising there from,

26
 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 any of the process laid down in this Process
Memorandum); or (ii) engaging in any manner whatsoever, during any of the process
laid down in this Process Memorandum or thereafter, with 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 Process Memorandum;

g. “Fraudulent Practice” shall mean a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts, in order to influence any of the
process laid down in this Process Memorandum;

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

or arrangement among the Auction Participants with the objective of restricting or
manipulating a full and fair competition in the auction Process; and

i. “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 any of
the process laid down in this Process Memorandum or (ii) having a Conflict of
Interest.

14. COST, EXPENSES AND TAX IMPLICATIONS

a. The Auction Participant or the Qualified Bidder, shall be responsible for all the costs
incurred by it on account of its participation in the process laid down in this Process
Memorandum, including any costs associated with participation in the discussion
Meeting (if any), Site Visit, etc. The Liquidator shall not be responsible in any way
for such costs, regardless of the conduct or outcome of the auction Process.

b. For purpose of abundant clarity, it is hereby clarified that the Qualified 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
27
 shall be borne by the Auction Participant or the Qualified Bidder.

c. The Auction Participant or the Qualified 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.

d. The Successful Bidder(s) shall bear all the necessary expenses like applicable stamp
duties/ additional stamp duty/ registration charges, transfer charges, sub-division
charges, notified area charges, conversion charges, government dues, premium, fees,
etc. for transfer of property(ies) / assets in name of the Successful Bidder(s).

e. All taxes applicable whether income tax, any other direct and / or indirect Taxes and
/ or duties and / or penalties and / or interest (including stamp duty implications and
registration charges) on Sale of Assets in Parcel or in relation to the Company in the
future, on and after implementation of the sale transaction herein; as the case may be in
accordance with the provisions of the Code and Liquidation Process Regulations
would be borne by the Successful Bidder over and above the sale consideration
payable including the following:

f. The sale attracts GST, stamp duty, registration charges etc. as per relevant laws, rules
and regulations.

g. The Successful Bidder(s) 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 / its name.

h. The payment of all statutory / non – statutory dues, taxes, rates, assessments, charges,
fees, maintenance fee, outstanding municipal and other property taxes, electricity dues
etc. yet to fall due in respect of the assets of the Corporate Debtor should be
ascertained by the Qualified Bidders and shall be sole responsibility of the Successful
Bidder(s); and

i. Successful Bidder(s) shall bear the cess or other applicable tax i.e., GST, TDS etc.

j. The Successful Bidder(s) will also be responsible for evaluating completeness of

28
 applicability of taxes in India at the time of closure and will be responsible for paying
all such taxes.

k. 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.

l. The Auction Participant shall be responsible for fully satisfying the requirements of
the Code and its related Regulations as well as all Applicable Laws that is relevant for
the sale process. The Successful Bidder(s) 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 assets of
the Corporate Debtor.

15. GOVERNING LAW AND JURISDICTION

This Process Memorandum, the auction Process and the other documents pursuant to the
Process Memorandum shall be governed by the laws of India and any dispute arising out of
or in relation to the Process Memorandum or the auction Process shall be subject to the
exclusive jurisdiction of the Adjudicating Authority, courts and tribunals at Mumbai, India.

16. 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

Sr
Particulars Timeline (Days)
No

1 Public Announcement of Auction 11th July 2024 (Thursday)

Opening of Auction Portal and this

2 Process Memorandum made available

11th July 2024 (Thursday)
on the websites as per Terms and
Conditions

29
 Submission of Bid Declaration Form,

3 Bid Application Form along with

25th July 2024 (Thursday)
Affidavit cum Undertaking and KYC
by the bidder

Site Visit/Inspection, Due Diligence

and Request for Title Documents and
Discussion Meeting (Access to be given
only to Eligible Bidders post
4 submission of the Bid Declaration 1st August 2024 (Thursday)
form, Bid Application Form along with
Affidavit cum Undertaking and KYC
by the bidder)

Submission of Earnest Money Deposit

5 3rd August 2024 (Saturday)
(EMD)

6 E- auction Date 6th August 2024 (Tuesday)

7 Announcement of Successful Bidder 7th August 2024 (Wednesday)

Return of Earnest Money for

8 21th August 2024 (Wednesday)
unsuccessful Bidders

Payment of balance consideration by

9 Option A: Within 30 days of such
Successful Bidder
demand made by Liquidator.

Option B: Within 30 days of such

demand made by Liquidator.

Further, if the payment is not made by

the Successful Bidder within 90 days
of such demand interest at the rate of
12% p.a shall be levied till date of
actual payment and if payments are
not made within 90 days from date of
initial demand made by Liquidator
the sale shall stand cancelled.

30
 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 Qualified Bidders who have complied
with requirements of this Process Memorandum.

17. MISCELLANEOUS

a. 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, which does not purport to be comprehensive, is provided by the Company and has
not been independently verified by the Liquidator or his professional advisors. 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, 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 Process 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

b. The Sale of Assets in Parcels is to be sold on “As is where is basis”, “As is what is basis”,
“Whatever there is basis” and “No recourse” basis. The proposed sale of the 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 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. However,
if any asset that should have been transferred to the Successful Bidder, is found in the possession
of the Company, the Liquidator shall take all reasonable efforts to promptly transfer such asset
to the Successful Bidder, post completion of the sale. Whilst it is not the intention to transfer any
liabilities associated with the Asset Lot(s) as part of the Asset, the Interested Bidders is advised
to ascertain 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.

c. If any Bidder conceals any material information or makes a wrong statement or misrepresents
facts or makes a misleading statement in its Bid, in any manner whatsoever, found to be ineligible
to submit bid under Section 29A of the Code, the Liquidator reserves the right to reject such Bid
and/or cancel the Letter of Intent (if issued) and forfeit the Earnest Money Deposit. The Bidder
31
 shall be solely responsible for such disqualification based on its declarations in the Bid.

d. The Bidder(s) hereby agrees and releases the Liquidator and his representatives, advisors etc.
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 set out under this Process Memorandum, and/or
in connection with the Bidding process, and waives any and all rights and/or claims the
Bidder(s) may have in this respect, whether actual or contingent, whether present or in future.

e. The Liquidator in its sole discretion and without incurring any obligation or liability or cost,
reserves the right, at any time, to;

(a) suspend and/or cancel the Bidding process and/or amend and/or supplement the
Bidding process or modify the dates or other terms and conditions set out in this
Process Memorandum;

(b) consult with any Bidder(s) in order to receive clarifications or further information;

(c) retain any information and/or evidence submitted to the Liquidator/ his
representatives, by, on behalf of, and/or in relation to any Bidder;

(d) cancel or disqualify the Bid submitted by any Bidder at any stage of the Bidding
process;

(e) restart the Bidding process as per the discretion of the Liquidator and even post
issuance of LoI;

(f) 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;

(g) accept any Bid, conduct subsequent rounds of auction as per the terms deemed
fit by the Liquidator.

32
18. CLARIFICATIONS

a. While the data/information provided in this Process Memorandum and the Data Room, has
been prepared and provided in good faith, the Liquidator and his representatives shall not
accept any responsibility or liability, whatsoever, in respect of any statements or omissions
herein, or the accuracy, correctness, completeness or reliability of the information
provided, and shall incur no liability under any law, statute, rules or regulations as to the
accuracy, reliability and completeness of the information provided, even if any loss or
damage is caused to any of the Bidders by any act or omission on their part.

b. A Bidder requiring any clarification on this Process Memorandum, submission of the Bid
or on the Corporate Debtor shall email such request for clarification to
liquidator.pratibha@gmail.com on or before 01st August 2024, Thursday.

c. The Liquidator reserves the right not to respond to any query or provide any clarification,
at their sole discretion, and no extension of time and date referred to in this Process
Memorandum shall be granted on the basis of not having received response to clarifications
sought from the Liquidator. Nothing contained herein shall be considered or read as
compelling or requiring the Liquidator and/or his representatives to respond to any query
or to provide any clarification to the queries raised by a Bidder. The Liquidator and her
Representatives will not be held responsible for any delay in response or non-response to
clarifications raised by the Bidders.

d. The Liquidator and/or his representatives may issue interpretations and clarifications on
this Process Memorandum or in relation to the Bidding process to the Bidder(s). All
clarifications and interpretations issued by the Liquidator, or his representatives shall be
deemed to be part of this Process Memorandum if provided in writing.

Enclosed:
1. Annexure 1 - Terms and Conditions of E-Auction

2. Annexure 2 - Application Form (to be duly filed in, signed and stamped by the Auction
Participant and submitted)

33
3. Annexure 3 - Affidavit certifying eligibility under section 29A of IBC by the Auction Participant (to
be duly filled in and signed by the Auction Participant and submitted along with the Application
Form)

4. Annexure 4 - Confidentiality Undertaking

5. Annexure 5 - Copy of the resolution passed by the board of directors of the Auction Participant
(in case the Auction Participant is a company)

6. Annexure 6 – Earnest Money Deposit Form

7. Annexure 7 - Description of Assets

34
 ANNEXURE-1
TERMS AND CONDITION OF E-AUCTION

1. INTRODUCTION

The E-Auction of the Pratibha Industries Limited (in Liquidation) for sale of Assets of Corporate
Debtor in parcel shall be conducted in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016 (“Code”) and the Insolvency and Bankruptcy Board of India
(Liquidation Process) Regulations, 2016 (“Liquidation Process Regulations”) by Avil
Menezes, Liquidator of Pratibha Industries Limited (in Liquidation).

The E-Auction will be conducted on “AS IS WHERE IS BASIS’’, “AS IS WHAT IS BASIS,
“WHATEVER THERE IS BASIS’’ And “NO RECOURSE BASIS’’ as on handover date
through approved e-auction service provider National E-Governance Services Limited.

E-Auction Sale Notice and the Process Memorandum containing Annexures that are required to
be submitted for participating in the E-Auction are available on website https://nesl.co.in/auction-
notices-under-ibc/.

(On going to the link, https://nesl.co.in/auction-notices-under-ibc/ Bidders will have to search

for the mentioned Company by using either one of the two options:

(i) Company’s Name (i.e. Pratibha Industries Limited), or by,

(ii) State and asset type.

You may contact +91 8693053567, email liquidator.pratibha@gmail.com.

2. LAST DATE FOR SUBMISSION OF ELIGIBILITY DOCUMENTS

The Last date for submission of Eligibility Documents is 25th July 2024, Thursday.

3. ELGIBILITY CRITERIA

The eligibility criteria of the Bidder participating in sale of assets in parcel shall have the term
ascribed in Clause 5 (Eligibility / Pre-Bid Qualifications) of the Process Memorandum.

4. RESERVE PRICE AND EMD

Qualified Bidders may submit their Bids for purchasing the assets in parcel. Details are as
follows:
 Sr. Earnest
Description of Assets Reserve Incremental
No. Money
Price Bid
Deposit
Sale of Assets in parcels
Date and Time of Auction: 6th August 2024 (Tuesday) at 12:00 P.M. to 1:00 P.M.

3 Tunnel Boring Machine EPB –

1. CAP 6600 MM slocated in Mundka, 5,43,00,000 54,30,000 5,00,000
New Delhi bearing No. S-723, S-
883 and S-890

5. GENERATION OF USER ID FOR PARTICIPATION IN E-AUCTION THROUGH E-

AUCTION SERVICE PROVIDER.

After submission of all documents / EMD by the Qualified Bidder to the satisfaction of the
Liquidator, National E-Governance Services Limited will provide User id and password after
due verification of PAN of the Qualified Bidders to participate in the e-auction process on 6 th
August 2024, Tuesday.

5.1. Qualified Bidders shall hold a valid email ID {e-mail ID} is necessary for the Qualified Bidder
as all the relevant information and allotment of ID & password by 5th August 2024, Monday
will be conveyed through e-mail.

Name: Mr. Araventhan/ Ms Gunjan Narula

Contact: +91 93846 76709, +91 84470 18554
E-mail: araventhanse@nesl.co.in, gunjann@nesl.co.in

6. BIDDING THROUGH E-AUCTION SERVICE PROVIDER PLATFORM ON THE

APPOINTED DAY

The Sale of the Assets of Corporate Debtor in parcels shall take place through online e-auction
service provider, National E-Governance Services Limited via website
th
https://nesl.co.in/auction-notices-under-ibc/ on 6 August 2024, Tuesday between 12:00 Noon
to 01:00 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 bid is made within the last 5 minutes before closure of
auction. The highest bid amount (not below the Reserve Price) at any given point shall be
visible to other Qualified Bidders. The Qualified Bidder may improve their offer in multiple of
“Bid Incremental Value”. The Bid Incremental Value is INR 5,00,000
 Bidding shall be allowed on submission of EMD.

7. MANNER OF PAYMENT & TRANSFER OF CORPORATE DEBTOR

7.1. The Successful Bidder shall deposit the balance consideration (after adjustment of the EMD)
of the sale price within 30 days of such demand as prescribed in the process memorandum. On
payment of the full amount, the sale shall stand completed and the Liquidator shall execute the
certificate of sale/invoice/Transfer document and the subject matter of the sale shall be
delivered to the Successful Bidder in the manner specified in the terms of process
memorandum.

7.2. The certificate of sale/ sale deed/ Invoice / Transfer Documents will be issued in the name of
the Successful Bidder only and will not be issued in any other name(s).

7.3. The sale attracts stamp duty, registration charges etc. as per relevant laws, rules and regulations.

7.4. The Successful Bidder shall bear the applicable stamp duties/additional stamp duty/ transfer
charges, fees etc. and all the statutory/ non-statutory dues, taxes, rates, assessment charges, fees
etc. owning to anybody in respect of the assets.

7.5. Successful Bidder/ purchaser has to bear the cess or other applicable tax i.e., GST, TDS etc.

7.6. The Successful Bidder/ purchaser 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.

7.7. The sale shall be subject to provisions of IBC and Liquidation Process Regulations, 2016

8. OTHER TERMS AND CONDITIONS

8.1. Neither the Liquidator nor National E-Governance Services 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 Qualified Bidders are requested to ensure that they
are technically well equipped with adequate power back-up etc. for successfully participating
in the e-auction event.

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 interested Bidder.
8.3. Bid document with conditional offer will be treated as invalid. Correspondence about any
change /modification in the offer after submission of Bid document will not be entertained.

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 NEFT/RTGS/Bank Transfer for the requisite EMD
are liable to be summarily rejected at the sole discretion of Liquidator.

8.5. The sale shall be subject to provisions of the Code and Liquidation Process Regulations made
thereunder.

8.6. Capitalized terms not defined herein shall have the same meaning as provided in the Process
Memorandum.

* 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 Liquidator shall forfeit EMD.
 ANNEXURE 2
APPLICATION FORM

Date:

To,
Mr. Avil Menezes (Liquidator),
Pratibha Industries Limited (In Liquidation).
106, 1st Floor, Kanakia Atrium 2, Cross Road A,
Behind Courtyard Marriott, Chakala,
Andheri East, Mumbai - 400093

REF. ADVERTISEMENT ISSUED IN BUSINESS STANDARD (ENGLISH) PAN INDIA,

NAVAKAL (MARATHI) IN MUMBAI EDITION AND HARI BHOOMI (HINDI) IN DELHI
EDITION & HOSTED ON THE WEBSITE NATIONAL E-GOVERNANCE SERVICES
LIMITED FOR SALE OF THE ASSETS OF PRATIBHA INDUSTRIES LIMITED (IN
LIQUIDATION) IN PARCEL.

I/We/ M/s am desirous in participating in the e-auction of the Pratibha Industries Limited (under
Liquidation) for sale of assets of corporate debtor in parcels announced by you in the newspaper
publication dated ……………………………. in ……………………………………………. (name of
media journal).

BID for:

I/We /M/s., the Bidder/s, do hereby state that, I/We/M/s. have read the Process Memorandum and the
terms and conditions of 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 is as under:

1 (a) Full Name of the Bidder with Telephone Nos.

Mobile Nos.
 E-mail ID.

(b) Address of the Bidder along with the address proof

(I) Office

(II) Residence

Identity Proof (Self-attested)

(III) (i) Pan Card*
(ii) Aadhaar Card*
(c)
(iii) Passport $
(iv) Voter ID Card
(v) Driving License
* Compulsory for Indians
$ Compulsory for NRIs
(Provide authority letter in case of
a partnership firm/LLP/or any
other legal entity and board
resolution in a form set out in
Annexure 5 (Eligibility / Pre-Bid
Qualifications) in case of a
company
2. Constitution documents
(Sole Proprietary/Partnership/Company)
(in case of company/firm, also give names of
Directors / partners with contact numbers)

1. I/We/M/s. further declare that I/We/M/s. intend to purchase the above referred assets of corporate
debtor from the Liquidator on “AS IS WHERE IS BASIS’’, “AS IS WHAT IS BASIS,
“WHATEVER THERE IS BASIS’’ And “NO RECOURSE BASIS’’ as on handover date
for our/ its own use / business and that the information revealed by me/us in this Application
Form is true and correct to the best of my/our knowledge and belief.

2. I/We/M/s. certify that I/We/M/s. am/are eligible to be a Bidder, under Section 29A read with
Section 35(f) of the Code and affidavit for the same is enclosed herewith.
3. I/We/M/s certify that I/We/M/s. am/are eligible to be a Bidder, in accordance to the Eligibility
criteria laid down in Clause 5 (Eligibility / Pre-Bid Qualifications) of the Process Memorandum
dated 11th July 2024.

4. I/We/M/s. also enclose copies of the required KYC documents. 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 process.

5. I/We/M/s. agree if any of the statement / information revealed by me/us is found incorrect,
my/our bid document is liable to be cancelled and, in such case, the EMD paid by me/us is liable
to be forfeited by the Liquidator and the Liquidator is at liberty to annul the offer made to me/us
at any point of time.

6. I/We /M/s. also agree that after my/our offer given in my/our bid for purchase of the assets of
Corporate Debtor is accepted by the Liquidator, if I/We/M/s. fail to accept the terms and
conditions of this Process Memorandum or Letter of Intent or fail to complete the transaction
within the time limit as specified in the Letter of Intent for any reason whatsoever and / or fail to
fulfil any/all the terms and conditions of the bid document and Letter of Intent, the EMD 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. The general terms and conditions of sale as mentioned in Process memorandum issued by
Liquidator dated 11th July 2024 are received, read and acceptable to me / us.

NOTE: Each page of this form shall be duly signed by Bidder.

Place:
Date:
Signature of the Bidder

(_______________________________)
[Rubber stamp of the proprietor/company/firm]
Name
Designation

Enclosures:

a. Address Proof given under point 1(B)(I) and 1(B)(II)

b. Self-attested copy of Identity Proof given under point 1(C)(III).

c. Authority Letter of the authorized representative bidding in case of any bidder other than
proprietorship firm. given under point 1(C)(III).

d. Affidavit under Section 29A.

e. Confidentiality Undertaking

f. Copy of the resolution passed by the board of directors of the Auction Participant (in case the
Auction Participant is a company.

g. Copy of the memorandum and articles of association and certificate of incorporation 74 or other
equivalent organizational document (as applicable in the case of the jurisdiction of incorporation
of the prospective Bidder and, in case the prospective Bidder is a special purpose vehicle set up for
submitting the Bid, of the Parent Company), including amendments, if any, certified by the
company secretary, or equivalent or a director of the prospective Bidder (as an annexure to this
Format)

h. If the prospective Bidder is a consortium, then copy of the Memorandum and Articles of
Association and certificate of incorporation or other equivalent organizational document (as
applicable in the case of a foreign company), including their amendments of each of the consortium
member (certified by the company secretary or a director) (as attachment to this document).

i. Credit opinion report from the principal bank of the prospective Bidder and its Parent company;

j. External rating report if available for the prospective Bidder and the Parent Company /Ultimate
Parent. In case not provided, the prospective Bidder will be treated as unrated;

k. Please provide details in following format for directors of prospective Bidder, and in case the
prospective Bidder is a special purpose vehicle set up for submitting the Bid, provide details of
directors of the Parent Company as per format below:
 Name Designation Identification Nos. (DIN, Full Address Other
PAN, Passport) Directorships

The prospective Bidder shall submit photocopy of the passport for each of the Directors and other
‘know your customer’ details. Please confirm if any of the above have been disqualified to act as a
director under the provisions of the Companies Act, and if so, please share all relevant details of
the same.

l. Details of Ownership Structure of the prospective Bidder (in case the prospective Bidder is a listed
company, please provide details of persons owning 10% (ten percent) or more of the total paid up
equity of the prospective Bidder).

m. Please provide details of Parent Company, ultimate Parent and Group Companies of the prospective
Bidder and corporate guarantor (if any corporate guarantee constitutes part of the Bid), and their
respective business activity. The determination of relationship of Parent Company, Ultimate Parent
and/or the Group Companies of the prospective Bidder shall be as on date of submission of the Bid
Application Form;

n. Please provide a list of persons acting jointly, persons acting in concert and connected persons (as
per Section 29A of the Code). Please also explain relationship of prospective Bidder with all
connected persons. The Liquidator may request for credit opinion/ CIBIL Reports of connected
persons as appropriate. [In case of any exemption available, please explain the same].
 ANNEXURE 3
AFFIDAVIT BY THE BIDDER IN RESPECT OF SECTION 29A OF THE IBC
(To be notarized on non-judicial stamp paper)
ON RS. 100/- STAMP PAPER

I, ________________________________[name of the chairman/ managing director/ director/

authorized person of prospective bid applicant, authorized by the Board of the Prospective Applicant
for giving such affidavit], son of ____________, aged about ____________ years, currently residing at
___________________and having Aadhaar/ Passport number ______________, on behalf of
___________________________ (“Prospective Applicant”), do solemnly affirm and state to the Mr.
Avil Menezes (IBBI Registration No. IBBI / IPA-001 / IP-P00017 / 2016-17 / 10041) (“Liquidator”),
the liquidator of Pratibha Industries Limited (“Corporate Debtor”), as follows:

1. That I am duly authorized and competent to make and affirm the instant affidavit for and on
behalf of the Prospective Applicant in terms of the resolution of its board of directors/ power of
attorney to provide other necessary details of such authorization. The said document is true, valid
and genuine to the best of my knowledge, information and belief.

2. That the Prospective Applicant is not ineligible under Section 29A of the Insolvency and
Bankruptcy Code, 2016 (“IBC”) to submit bid application for purchase of assets of Pratibha
Industries Limited.

3. That none of the Prospective Applicant or any person acting jointly or in concert with the
Prospective Applicant:

(a) is an undischarged insolvent;

(b) is a willful defaulter in accordance with the guidelines of the Reserve Bank of India
issued under the Banking Regulation Act, 1949;

(c) at the time of submission of the bid application 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 liquidation of the Corporate
Debtor.
 (d) has been convicted for any offence punishable with imprisonment –

(i) for 2 (two) years or more under any Act specified under the Twelfth Schedule
of the IBC;
or
(ii) for 7 (seven) years or more under any law for the time being in force:

(e) is disqualified to act as a director under Companies Act, 2013;

(f) is prohibited by the Securities Exchange Board of India from trading in securities or
accessing the securities market;

(g) has been a promoter or in the management or control of a company 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 the IBC;

(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 IBC 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), where ‘connected person’
means:

(i) any person who is the promoter or in the management or control of the
Prospective Applicant; or

(ii) any person who shall be the promoter or in management or control of

the business of the Corporate Debtor during the e-auction process; or

(iii) the holding company, subsidiary company, associate company or

related party of a person referred to in clauses (i) and (ii).

4. That the Prospective Applicant unconditionally and irrevocably represents, and confirms that
it is eligible under the terms and provisions of the IBC (read with the relevant regulations
 framed there under) to submit an application and it shall provide all documents,
representations and information as may be required by the Liquidator to substantiate that the
Prospective Applicant is eligible under the IBC to submit an application in respect of
purchase of assets of Pratibha Industries Limited .

5. That the Prospective Applicant unconditionally and irrevocably undertakes that it shall
provide all data documents and information as may be required by the Liquidator to verify
the statements made under this affidavit.

6. That the Prospective Applicant understands that the Liquidator may evaluate the bid application
to be submitted by the Prospective Applicant or any other person acting jointly with it and such
evaluation shall be on the basis of the confirmations, representations and warranties provided
by the Prospective Applicant under this affidavit.

7. If, at any time after the submission of this affidavit and before the declaration of the Successful
Bidder under the e-auction process of Pratibha Industries Limited by the Liquidator under the
IBC, the Prospective Applicant becomes ineligible to be a Prospective Applicant as per the
provisions of the IBC (and in particular Section 29A of the IBC), the fact of such ineligibility
shall be forthwith brought to the attention of the Liquidator.

Solemnly affirmed at _________

on the ________ day of __________ 2024

DEPONENT

Before me,
Notary/Oath Commissioner

VERIFICATION:
I, _________________________ [name of the chairman/managing director/director/authorised
person of Prospective Applicant, authorized by the Board of the Prospective Applicant company (in
case of a company) for giving such affidavit] the deponent above named, on behalf of
_________________, currently residing at _____________________________, do hereby solemnly
state on oath and declare and verify that the contents of the above affidavit are true, correct and
complete to the best of my knowledge and nothing material has been concealed therein.

Verified at ________________, on this the _________ day of ____________ 2024

DEPONENT
 ANNEXURE 4
CONFIDENTIALITY UNDERTAKING
(To be notarized on non-judicial stamp paper)
ON RS. 100/- STAMP PAPER

This Confidentiality Undertaking has been signed by (Name of potential Bidders) having its office at
___________________ acting through Mr. (Name of person authorised by potential Bidder(s)), the
authorized signatory/authorized representative (“Bidder”), which expression shall, unless repugnant to
the context, be deemed to include its successors, assigns or legal representative) in favour of Mr. Avil
Menezes, an Insolvency Professional having registration no. IBBI / IPA-001 / IP-P00017 / 2016-17 /
10041

WHEREAS Pratibha Industries Limited , a company registered under Companies, Act, 1956 (thereafter
referred as the “Company”) is undergoing liquidation vide NCLT Mumbai Bench (“NCLT”) order
dated February 08, 2021 (“Liquidation Commencement Order”). Pursuant to order dated July 17,
2023 (“Liquidator Replacement Order”), Mr. Avil Menezes, a registered insolvency professional
with Insolvency and Bankruptcy Board of India (“IBBI”) having registration number IBBI / IPA-001 /
IP-P00017 / 2016-17 / 10041 has been appointed as liquidator to manage, protect, sell and liquidate the
property, assets, business and other affairs of Pratibha Industries Limited (“Liquidator”).

WHEREAS the Liquidator has invited prospective Bidders for the purpose of submission of bid through
e-auction process in respect of The Sale of the Assets of the Corporate Debtor in parcels in accordance
with the provisions of Process Memorandum and provisions of Insolvency and Bankruptcy Code, 2016
(“IBC”) read with the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations,
2016 (“Liquidation Process Regulations”).

WHEREAS the Liquidator is required to share certain data, documents in relation to the Company for
facilitating the prospective Bidder(s) in their due diligence after receiving an undertaking from each of
the potential Bidder(s) to the effect that such member shall maintain confidentiality of the information
received from the data room and during the course of due diligence and shall not use such information
to cause an undue gain or undue loss to itself or any other person and comply with the requirements
under IBC and Liquidation Process Regulations.

THEREFORE, the Bidder (s) hereby declare(s) and undertake(s) as follows:

1. The Bidder(s) shall not divulge any part of the information received pursuant to the Process
Memorandum or accessed through the data room which shall mean the virtual data room
 maintained by the Liquidator, created for the Qualified Bidders to access information in relation
to the Company (“Data Room”) or any other data shared by the Liquidator, through oral or
written communication or through any mode to anyone and the same shall constitute
“Confidential Information”. Any information or documents generated or derived by the
recipients of Confidential Information that contains, reflects or is derived from any Confidential
Information shall also be deemed as Confidential Information.

2. The Bidder (s) further unconditionally and irrevocably undertake and declare that:
a. the Confidential Information shall be kept secret and confidential by the Bidder (s) and
shall be used solely in accordance with the terms of the IBC;
b. the Bidder(s) shall not use the Confidential Information to cause any undue gain or undue
loss to itself, the Company, Liquidator or any other person;
c. the Bidder(s) shall comply with all provisions of Applicable Law(s) for the time being in
force relating to confidentiality and insider trading;
d. the Bidder (s) shall protect any intellectual property of the Company which it may have
access to;
e. the Confidential Information may only be disclosed to and shared with any employees or
its advisors by the Bidder(s), in accordance with Applicable Law(s), including in relation
to confidentiality and insider trading, and terms of this Confidentiality Undertaking on a
strict need-to-know basis and only to the extent necessary for and in relation to the
liquidation process of the Company, provided that the Bidder binds such employees and
third parties, by way of an undertaking/ agreements, to terms at least as restrictive as those
stated in this Confidentiality Undertaking;
f. the Bidder(s) shall ensure that all Confidential Information is kept safe and secured at all
times and is protected from unauthorised access, use, dissemination, copying, any theft or
leakage;
g. the Bidder(s) shall immediately destroy and permanently erase all Confidential Information
upon the completion of The Sale of the Assets of corporate debtor in parcels as provided
under Process Memorandum and the Liquidation Process Regulations;
h. the Bidder(s) shall take all necessary steps to safeguard the privacy and confidentiality of
the information received either pursuant to the Process Memorandum or through the access
of the Data Room and shall use its best endeavors to secure that no person acting on its
behalf divulges or discloses or uses any part of the Confidential Information, including but
not limited to the financial position of the Company, all information related to disputes by
or against the Company and other matter pertaining to the Company; and
i. the Bidder(s) shall be responsible for any breach of obligations under this confidentiality
undertaking (including any breach of confidentiality obligations by any employee or
 advisor or agent or director of the Bidder) and shall indemnify the Liquidator for any loss,
damages, expenses and costs incurred by the Liquidator due to such breach of such
obligations by the Bidder (s) or any person acting on its behalf.

3. Notwithstanding anything to the contrary contained herein, the following information shall
however not be construed as Confidential Information:
a. information which, at the time of disclosure to the Bidder(s) was already in the public
domain without violation of any provisions of Applicable Law(s); or
b. information which, after disclosure to the Bidder(s) becomes publicly available and
accessible without violation of Applicable Law(s) or a breach of this Confidentiality
Undertaking; or
c. information which was, lawfully and without any breach of this Confidentiality
Undertaking, in the possession of the Bidder (s) prior to its disclosure, as evidenced by the
records of the Bidder(s).

4. The Bidder(s) hereby expressly agrees and acknowledges that the Liquidator makes no
representation, warranty or inducement, whether express or implied, as to the accuracy,
completeness, authenticity or adequacy of the information (including but not limited to the
Confidential Information) provided to the Bidder(s) in the Process Memorandum/ Data Room.
The Bidder(s) further agrees and acknowledges that the Liquidator shall not be liable to the
Bidder(s) for any damage arising in any way out of the use of the Confidential Information and
further that the Bidder(s) shall not have any claim against the Liquidator or the Company in
relation to any information provided.

5. The terms of this Confidentiality Undertaking may be modified or waived only by a separate
instrument in writing signed by the Bidder(s) and the Liquidator that expressly modifies or
waives any such term.

6. Damages may not be an adequate remedy for a breach of this Confidentiality Undertaking and
the Liquidator may be entitled to the remedies of injunction, specific performance and other
equitable relief for a threatened or actual breach of this Confidentiality Undertaking.

7. Nothing in this Confidentiality Undertaking shall have the effect of limiting or restricting the
liability of the Bidder(s) arising as a result of its fraud or willful default as defined under
Applicable Law(s).
 8. The undersigned hereby represents and warrants that it has the requisite power and authority to
execute, deliver and perform its obligations under this Confidentiality Undertaking.

9. This Confidentiality Undertaking and any dispute, claim or obligation arising out of or about it
shall be governed by and construed in accordance with Indian laws and the courts and tribunal
of Mumbai shall have exclusive jurisdiction over matters arising out of or relating to this
Confidentiality Undertaking.

10. Capitalized terms not defined under this Confidentiality Undertaking shall have the same
meaning as provided in the Process Memorandum.

I further declare that I, the undersigned have full knowledge of the contents provided in this undertaking
and have absolute authority to sign this undertaking on behalf of [insert the name of the Bidder (s)].

Signed on behalf of
(Name of Bidder(s))
by Mr.____________________
(Name and Designation)
Authorised Signatory
Date:
Place:
Note- In case of consortium, undertaking to be executed by each of the members
 ANNEXURE – 5

BOARD RESOLUTION
(On the letter head of the Bidder)

CERTIFIED TRUE COPY OF RESOLUTION PASSED BY THE BOARD OF DIRECTORS

(“BOARD”) OF ___________________________ (COMPANY) IN THE MEETING HELD ON
[Insert Date], AT [Insert Time] AT [Insert Place]
WHEREAS pursuant to the E-auction Process Memorandum for the sale of the Assets of corporate
debtor in parcels dated 11th July 2024, issued by Mr. Avil Menezes (IBBI Registration No. IBBI / IPA-
001 / IP-P00017 / 2016-17 / 10041) (“Liquidator”), the liquidator of Pratibha Industries Limited, the
Company being a prospective applicant is desirous of submitting a Bid Application for the purchase of
assets of Pratibha Industries Limited in accordance with the requirements of the Process Memorandum
published on 11th July 2024, for the above-mentioned auction.

In view of the above, the Board has resolved as follows:

“RESOLVED THAT the draft of the Application Form placed before us is hereby approved for
submission to the Liquidator of Pratibha Industries Limited, in accordance with the terms of the Process
Memorandum.”

“RESOLVED THAT Mr./Ms. ____________________, be and is hereby authorised to take all the
steps required to be taken by the Company for the submission of the Bid Application in accordance
with the terms of the Process Memorandum, including the following:

(a) submit the Application Form and other requisite documents, in accordance with the terms of the
Process Memorandum;

(b) execute all other agreements, deeds, forms, writings, affidavits and power of attorney as may be
required in relation to the Process Memorandum, any amendments or modifications thereto as may
be suggested by the Liquidator of Pratibha Industries Limited, to do any such executed
agreements, documents or other writings and in general to do all such acts, deeds and all things
as may be required or considered necessary under or in respect of the Process Memorandum;

(c) submit necessary clarifications or information in relation to the Bid Application, as may be
required in accordance with the Process Memorandum by the Liquidator;
(d) pay such amounts and consideration, in the manner as may be agreed with the Liquidator, in
accordance with the procedure set out under the Process Memorandum;

(e) to generally do or cause to be done all such acts, matters, deeds and things as may be necessary
or desirable in connection with or incidental or for the purpose of implementation and giving effect
to the above resolutions for and on behalf of the Company, and to comply with all other
requirements in this regard.”

“RESOLVED FURTHER THAT a certified copy of the foregoing resolution be furnished as may be
required, under the signature of [the Company Secretary/ any two of the Directors of the Company].”

Certified to be true
For the Company

______________________
Director/Company Secretary
 ANNEXURE 6
EARNEST MONEY DEPOSIT FORM
Date:
To,
Mr. Avil Menezes (Liquidator),
Pratibha Industries Limited (In Liquidation).
106, 1st Floor, Kanakia Atrium 2, Cross Road A,
Behind Courtyard Marriott, Chakala,
Andheri East, Mumbai - 400093

REF. ADVERTISEMENT ISSUED IN BUSINESS STANDARD (ENGLISH) PAN INDIA,

NAVAKAL (MARATHI) IN MUMBAI EDITION AND HARI BHOOMI (HINDI) IN DELHI
EDITION & HOSTED ON THE WEBSITE NATIONAL E-GOVERNANCE SERVICES
LIMITED FOR SALE OF THE ASSETS OF PRATIBHA INDUSTRIES LIMITED (IN
LIQUIDATION) IN PARCELS.

I/We/ M/s am desirous in participating in the e-auction for Sale of assets of corporate debtor in parcels
announced by you in the newspaper publication dated …………………………….
in ……………………………………………. (name of media journal).

BID for:

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:
1. (a) Full Name of the Bidder with
Telephone Nos.

Mobile Nos.
E-mail ID.
(b) Address of the Bidder along with the address proof
(i) Office
 (ii) Residence

2. Details of EMD
(i) Mode of Payment RTGS / NEFT/ Bank Transfer
(ii) UTR No.
(iii) Date
(iv) Account Holder’s Name
(v) Bank Name
(vi) Branch Name
(vii) IFSC Code
(v) Amount Deposited

1. I/We request you to kindly verify the same and arrange with the auction portal for issue of an ID
and password to enable us to take part in the E-Auction.

2. I/We/M/s. agree if any of the statement / information revealed by me/us is found incorrect,
my/our Bid document is liable to be cancelled and, in such case, the Earnest Money Deposit paid by
me/us is liable to be forfeited by the Liquidator and the Liquidator is at liberty to annul the offer made
to me/us at any point of time.

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 and If I/We/M/s. breach any of the conditions under this Process
Memorandum or am/are/is found to have made any misrepresentation or am/are/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 or is found to have
made a false or misleading declaration of eligibility as laid down in Clause 5 (Eligibility / Pre-Bid
Qualifications) of the Process Memorandum or am/are/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 Default
in payment of the balance sale consideration by the Successful Bidder within the timeframe set out this
Process Memorandum or 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 Earnest Money 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 be bound by the same.
The general terms and conditions of sale are received, read and acceptable to me / us.

NOTE: Each page of this form shall be duly signed by bidder.

Place:
Date:
Signature of the Bidder

(M/s._______________________________)
[Rubber stamp of the proprietor/company/firm]
Name
Designation
 ANNEXURE – 7

DESCRIPTION OF ASSETS

The Assets of the Company are proposed to be sold to the extent they are transferable under the applicable law
on “As is where is basis”, “As is what is basis”, “Whatever there is basis”, and “No recourse basis” as on
handover date.

The Liquidator does not entail transfer of any other title except the title which the Company has on its assets as
on date of transfer. It is further stated that the Liquidator does not assume any responsibility as regards the
quality, quantity, accuracy, authenticity, correctness, fairness and completeness of the information pertaining
to the assets of the Company as set out herein and the Bidders, in their own interest, are advised to carry out
an independent assessment of the physical condition/ condition to and status of recoverability and the ability to
be put to intended use of such assets.
Table of Contents

SALE OF ASSETS OF CORPORATE DEBTOR IN PARCELS................................................................3

Tunnel Boring Machine: ...............................................................................................................................3
 SALE OF ASSETS OF CORPORATE DEBTOR IN PARCELS

The Assets of the Corporate Debtor are proposed to be sold on a piecemeal basis. The assets to be sold
under piecemeal basis are summarized below:

Tunnel Boring Machine:

a) Tunnel Boring Machine

A tunnel boring machine (TBM), also known as a "mole", is a machine used to excavate tunnels. Tunnels
are excavated through hard rock, wet or dry soil, or sand, each of which requires specialized technology.
Company has 3 TBM located at Mundka, Delhi.

Sr.
Description of Asset Quantity Year Age Location
No.
1 TUNNEL BORING M/C EPB - 1 2012 11 New Delhi
CAP 6600 MM - (S-723)
2 TUNNEL BORING M/C EPB - 1 2012 11 New Delhi
CAP 6600 MM – (S-890)
3 TUNNEL BORING M/C EPB - 1 2012 11 New Delhi
CAP 6600 MM - (S-883)

S-723 Hydraulic Drive

S-723 Front Shield: -
S-723 middle shield: -
S-723 Cutting wheel and tail shield: -
S-723 Carrier beam, erector, and screw conveyor: -
S-723 Backup gantries: -
S-883 Electric Drive
S-883 Front Shield: -
S-883 Middle shield: -
S-883 Carrier beam, erector, and screw conveyor: -
S-883 Tail shield: -
S-883 Back up gantries: -
 S-890 Hydraulic Drive

S-890 Cutterhead: -

S-890 Front Shield: -

S-890 Middle shield: -
S-890 Carrier beam, erector, and screw conveyor: -
 S-890 Tail shield: -

S-890 Back gantries: -