Appointment of Advisor - Uttar Pradesh Tourism

Government of Uttar Pradesh 

Appointment of Advisor for disinvestment of assets or assets and 

liabilities of Tourist Guest Houses/Hotel Units of Department of 

Tourism, Government of U.P. and UP State Tourism Development 

Corporation Ltd. (UPSTDCL) 

6992/8-16(580)/PPP-2008-09 Dated Aug 27, 2008 

Invitation for “RFQ cum RFP” for appointment of Advisor 

Government of Uttar Pradesh, Department of Tourism intends to disinvest 

assets or assets and liabilities of 77 Tourist Guest Houses/ Hotel Units of 

Government of U.P. and UPSTDC LTD. Request For Qualification cum 

Request For Proposal ( RFQ CUM RFP), are invited from Advisors having 

experience of handling at least one complete assignment of the disinvestment 

of assets or assets and liabilities of any unit of Government of India or any 

State Government by 12:00hrs (IST) on 8-09-2008 for selection as Advisor to 

assist the Director General, Tourism (DGT) Department of Tourism, 

Government of Uttar Pradesh in disinvestment of assets or assets and 

liabilities of Tourist Guest Houses/Hotel units of Government of UP and 

UPSTDC LTD. Bids may be submitted to the DGT on the prescribed format. 

RFQ cum RFP Documents may be taken by paying Rs.10000/- (Rs ten 

thousand only) non refundable from the office of the DGT, Directorate of 

Tourism, Uttar Pradesh. RFQ cum RFP document down loaded from the 

website should be submitted with non refundable draft of Rs. 10000/-/-(Rs ten 

thousand only) in favour of DGT Tourism, Uttar Pradesh payable at Lucknow. 

For the prescribed format and further details, interested parties may 

please visit website www.up-tourism.com or contact Sri Harbans Singh 

Chughh, Addl. Director, Tourism and Joint MD of UP State Tourism 

Development Corporation Ltd. (UPSTDCL) on any working day between 09.30 

hrs. and 18.00 hrs. 

Contact No. 

0522 – 2307074 Principal Secretary, Tourism 

0522 – 2308937 (Fax) Government of Uttar Pradesh 

E-mail- upstdc@bsnl.in 

upstdc@up-tourism.com 

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FD/27-08-08

Director General Tourism, Uttar Pradesh 

TERMS OF REFERENCE for selection of Advisor for disinvestment of assets 

or assets and liabilities of 77 nos. Tourist Guest Houses/Hotel units of 

Government of UP and UPSTDC LTD. 

1 – PURPOSE 

Government of U.P. intends to disinvest assets or assets and liabilities of 77 

nos. of Tourist Guest House/Hotel units of Government. of U.P and UPSTDC 

LTD (hereinafter referred as Tourist Guest Houses/Hotel units.) For this purpose 

the DGT. wants to engage services of an Advisor to advise and manage the 

disinvestment process successfully as per existing laws/rules and procedures. 

These Tourist Guest Houses/Hotel Units are situated at different locations in 

the State of Uttar Pradesh. A brief profile of Tourist Guest House/Hotel units is 

enclosed at Annexure-I for ready reference. Further information in respect of 

the same can be accessed on websites www.up-tourism.com or can be seen 

at the office of the undersigned. 

Director General Tourism, 

Paryatan Bhavan, 

C-13, Vipin Khand Gomti Nagar, 

Lucknow.226010 

Phone- 0522 – 2307074 

Fax- 0522 – 2308937 

1.1 RFQ CUM RFP Document :- 

RFQ CUM RFP Documents may be taken by paying Rs.10000/-/- (Rs ten 

thousand only) non refundable from the office of the undersigned. RFQ CUM 

RFP document down-loaded from the website should be submitted with non 

refundable draft of Rs. 10000/-/-(Rs ten thousand only) in favour of DG 

Tourism, Uttar Pradesh payable at Lucknow. 

2 – SCOPE OF WORK 

The responsibilities of the Advisor would, inter-alia cover rendering of advice 

and assisting DGT. in the entire process of disinvestment of assets or assets 

and liabilities of Tourist Guest House/Hotel units and would include entire Bid 

Process Management involving but not limited to selection and appointment of 

independent valuers for valuation of assets and assisting in determination of 

Upset (Reserve) Price, suggesting measures to enhance Sale Value, 

preparing Preliminary Information Memorandum (PIM) and Confidential 

Information Memorandum (CIM), marketing of the offer, inviting and 

evaluating the bids, providing assistance during negotiations with prospective 

investors, suggesting methods for smooth transfer of existing manpower of 

Tourist Guest House/Hotel units without adversely affecting their service 

conditions, providing assistance in drawing up and execution of 

disinvestment/other Agreements and advising on post-sale matters etc. and 

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FD/27-08-08

matters incidental thereto. The Advisor would also be required to make an 

independent study and advise on restructuring requirements /reorganization 

of the existing structure including unitwise demerger/hivingoff/ 

subsidiarisation/Joint Venture Formation etc. or otherwise in order to 

accelerate the process of disinvestment and to package the deal to make the 

same attractive to the investors/strategic partners. While doing so the 

Advisors shall keep in view the PPP/Disinvestment Policies of the 

Government of U.P. 

The Advisor shall prepare a scheme to give effect to the disinvestment of 

assets or assets and liabilities, in whole or part of Tourist Guest House/Hotel 

units. Among other things, The scheme shall specify in particular on the 

following matter – 

(1) Manner in which assets or assets and liabilities, in whole or part 

are to be disinvested. 

(2) Terms and conditions of the disinvestment of assets or assets and 

liabilities, in whole or part; 

(3) If assets are to be disinvested. in part then scheme for the 

utilization of the rest of the assets; 

(4) If liabilities are to be disinvested in part then which liabilities will be 

disinvested and which are to be left, over the priorities of charge 

and the logic and the legal position in this regard; 

(5) Terms and condition of transfer of existing man power in detail, in 

consonance with the Govt. Policy issued from time to time. 

(6) If some staff is to be left over then how and where they are to be 

absorbed – logic, and legal position to be given. 

3 – Period 

The Advisor will also assist and advise DGT. for the purpose of- 

(1) Formulating terms and condition for the disinvestment of assets or 

assets and liabilities, in whole or in part. 

(2) Assessing the value of the assets or assets and liabilities, in whole 

or in part. 

(3) Discharging of the liabilities, and 

(4) Any other matter for which the Government of Uttar Pradesh thinks 

necessary to receive any professional assistance. 

The Advisor shall be expected to have the entire disinvestment of 

assets or assets and liabilities of Tourist Guest House/Hotel units process 

completed by the end of 12 months period from the date of execution of 

Agreement between DGT. and Advisor which period may be extended by 6 

months. In exceptional circumstances this period may be further extended 

for a period upto 6 months. 

4 - LAST DATE FOR SUBMISSION OF ‘RFQ CUM RFP’ 

4.1 The interested bidders may submit their “RFQ cum RFP” for 

disinvestment of assets or assets and liabilities of Tourist Guest 

House/Hotel units in one sealed cover superscribing on the top of the 

envelop “RFQ cum RFP for appointment of Advisor” positively by 

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FD/27-08-08

12.00 hrs. of 08-09-2008 or before on any working day between 9.30 

hrs. and 18.00 hrs. (IST) to the office of the DGT Uttar Pradesh, 

Paryatan Bhavan, C-13, Vipin Khand Gomtinagar, Lucknow.226010 

4.2 The sealed cover as mentioned in clause 4.1 above should contain 

Application covering letter as per Annexure-II and 2 separate 

sealed envelops marked as Envelop-A: Technical Bids (as per 

Annexure-III) & Envelop-B: Financial Bids as per Annexure-IV) 

4.2.1 Technical Bid 

Technical Bid should comprise of 

i. Full particulars of the constitution, ownership and main business 

activities of the prospective Advisor (bidder). 

ii. 

iii. 

Unabridged Annual Reports or audited financial accounts for the 

last three financial years starting from FY 2005-06. In case 

audited balance sheet for FY 2007-08 is not available, the 

provisional balance sheet certified by C.A. may be provided. 

Details of the pending litigation and contingent liabilities, if any, 

that could affect the performance of the bidder under the 

mandate, as also details of any past conviction and pending 

litigation against sponsors/partners and any areas of possible 

conflicts of interest. 

iv. Experience of Advisor 

a) Past experience of Advisor. 

b) Experience of handling the disinvestment of asset or assets 

and liabilities of any Government of India Unit/ 

Organization. 

c) Experience of handling the disinvestment of asset or assets and 

liabilities of any State Government/Union Territory 

Unit/Organization. 

d) Experience of handling the disinvestment of asset or assets 

and liabilities of any hospitality/tourism Unit. 

Note: The above particulars should be provided 

year-wise(wherever applicable) for the last seven years. 

v. Bid Security 

A demand draft of Rs. 1,00,000 (Rupees one lac only) as bid 

security in favour of “DGT. Uttar Pradesh, Lucknow” payable at 

Lucknow. 

vi. A non refundable demand draft of Rs. 10000/- (Rupees ten 

thousand) in case the RFQ CUM RFP document is downloaded 

from the website of the DGT. 

4.2.2 The Advisors are required to submit the sealed Financial Bids 

incorporating the Lump Sum Fee chargeable, including all 

taxes. The Bid should be unconditional. 

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FD/27-08-08

4.3 Other Fee Details 

4.3.1. Expenditure on account of fees to independent 

Legal/Accounting or any other Consultant/Asset Valuer, if 

appointed by the DGT. from a panel recommended by Advisor 

shall be payable by DGT. itself and should not be included in 

the Financial Bid. 

4.3.2. The travel related expenses and all other expenses including 

those related to out of pocket expenses for due diligence etc. 

would have to be borne by the Advisor. 

4.3.3. Success Fee shall be payable at the rate of 30% of Consultancy 

fee after successful completion of disinvestment of at least 90% 

units. 

4.3.4. Drop Dead Fee; In case disinvestment of assets or assets and 

liabilities process of Tourist Guest House/Hotel units is called 

off by DGT. at any stage, mentioned in para 4.4 below, for any 

reason whatsoever, Advisor shall be eligible for drop dead fee 

of 10% Consultancy fee beyond the fee already due till drop 

dead stage. 

4.4 Payment Schedule: 

i) Acceptance of 10% of Lump Sum Fee 

Submitted scheme quoted against Para 4.2.2 

of disinvestment 

ii) Short-listing of Bidders 10% of Lump Sum Fee quoted 

after RFQ stage against Para 4.2.2 

iii) After due diligence 10% of Lump Sum Fee quoted 

at RFP stage against Para 4.2.2 

iv) After evaluation and 10% of Lump Sum Fee quoted 

recommendation for against Para 4.2.2 

selection of final 

Bidder(s) 

v) Issue of letter of 10% of Lump Sum Fee quoted 

award to selected against Para 4.2.2 

Bidder(s) 

vi) Signing of disinvestment 10% of Lump Sum Fee quoted 

documents against Para 4.2.2 

vii) Receipt of full payment 10% of Lump Sum Fee quoted 

from Bidder(s) against Para 4.2.2 

viii) Disinvestment of assets 10% of Lump Sum Fee quoted 

against Para 4.2.2 

ix) Establishment of new 20% of Lump Sum Fee quoted 

structure as necessary against Para 4.2.2 as final payment. 

5– UNDERTAKING BY ADVISORS 

5.1 Bidders are requested to furnish the following undertaking as a part of 

the proposal. 

“We certify that there has been no conviction by a Court of Law 

or indictment/adverse order by a regulatory authority for a grave 

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FD/27-08-08

6 – Pre-Bid Meet 

offence against us or any of our sister concern. It is further 

certified that there is no investigation pending against us or our 

sister concern or the CEO, Directors /Managers/ of our concern 

or our sister concern. It is certified that no conflict of interest 

exists as on date and if in future such a conflict of interest arises 

we will intimate the DGT. of the same”. 

A Pre-Bid Meet shall be held on 02-09-2008 at 11:00 hrs in U.P.Sadan, 

New Delhi. 

7 – Agreements 

The selected Advisor shall enter into a “Confidentiality Agreement” 

and “Agreement for Advisory Services” in the prescribed format as given in 

Annexure v and Annexure vi respectively. 

8 – Facilities/Assistance for the appointed Advisor 

DGT. shall provide Office Space for Secretarial work, if required, to the 

Advisor during the period of agreement.. 

9- Evaluation Criteria 

9.1 Applications without the Bid Security in the form of Demand Draft and 

the Undertaking shall be treated as unresponsive and disqualified. 

Firms with less than 5 years of experience would be considered 

ineligible 

9.2 The applications shall be scrutinized on the basis of details provided 

in Envelop A (Technical Bid) following the under mentioned short listing 

criteria. 

Sl. 

no 

I 

Criteria 

Past experience of the Advisor 

Weigh-tage 

(per-centage) 

60 

Total 

Marks 

60 

Marking system 

(1) No. of years of experience 

(2) Past experience of similar 

nature in disinvestment of assets 

or assets and liabilities of units/ 

organizations belonging to 

Government of India 

6 

10 

35 

6 

21 

More than 10 years 

6 Marks. 

5-10 years: 

3 marks 



or assets and liabilities of units/ 

organizations belonging to any 

State/Union Territory 

25 

15 

combined 

(a) For every successful 

assignment: 

5 marks (Max. 10) 

(b) For every successful 

and 

complete 

assignment: 

2.5 marks (max 5) 

Subject to max of 15 

marks in 3(a) & 3(b) 

combined 

II 



or assets and liabilities for any 

hospitality/Tourism unit 

Experience of key personnel 

(1) Qualification 

30 

25 

30 

18 

25 

7.5 

(a) For every successful 

assignment: 

3 marks (Max. 12) 

For every successful and 

complete assignment: 

3.0 marks (max 6) 

Subject to max of 18 

marks in 4(a) & 4(b) 

combined 

25 or more Engrs/ MBAs/ 

CAs employed by the 

bidder. 

7.5 marks 

15 to 24 Engrs/MBAs 

/CAs employed by the 

bidder. 

3.0 marks 

Less than 15 Engrs/ 

MBAs/ CAs employed by 

the bidder. 

0 marks 

III 

(2) Relevant experience 

(in similar assignments) 

Financial strength of the bidder 

(1) Average Annual Turnover 

for last 3 years 

70 

15 

50 

17.5 

15 

10 or more personnel 

employed by the bidder. 

17.5 marks 

5 to 9 personnel 

employed by the bidder. 

8.0 marks 

Less than 5 employed by 

the bidder. 

0 marks 

7.5 Annual turnover 

>Rs.500 lakh. 

7.5 marks 

>Rs.300 lakh upto 500 

lakh 

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FD/27-08-08

5 marks 

Rs.100 lakh to 300 lakh 

3 marks 

Less than Rs.100 lakh 0 

marks 

(2) Avg. net profit for last 3 

years 

50 7.5 

Total 100 100 

Net profit> Rs. 50 lakh 

7.5 marks 

>Rs.30 lakh upto 50 lakh 

5 marks 

Rs. 10 lakh upto 30 lakh 

3 marks 

Less than Rs. 10 lakh 0 

marks 

Note: 

1. At the time of submission of applications certificate in the form of Affidavit in 

prescribed format by the concerned bidder with respect to technical 

experience shall be sufficient. However, at the time of execution of 

Agreement for the appointment, the Applicant will be required to submit 

certificates from the respective employers in support of his claim for the 

experience. 

2. The Bidder will be required to submit a Chartered Accountant’s certificate 

certifying its turnover, net profit for the last three financial years along with 

bids as required in para 4.2.1. 

9-3 Those consultants who secure 50 marks or more in Technical Bids shall be 

short-listed and Financial Bids of only such applicants shall be opened. 

9.4 Financial Bid: The Financial Bid would be awarded marks based on formula 

below: 

Marks on Fin. Bid= 100xLEC 

EC 

LEC stands for Lowest Evaluated Cost 

EC stands for Evaluated Cost 

9.5 WEIGHTAGES: Technical aspects shall carry 80% weightage whereas the 

Financial aspects shall carry 20% weightage. The combined score shall be 

calculated based on the following formula: 

Combined Score = Technical Score x 0.80 + Financial Score x 0.20 

9.6 The selection of Advisor shall be based on highest combined Score 

basis . the proposal obtaining the highest combined score in 

evaluation of quality and cost shall be ranked H-1 followed by the 

proposals securing lesser scores H-2, H-3 etc. The proposal 

securing the highest combined scores and ranked H-1 shall be recommended 

for award of the consultancy . 

9.7 The envelope A (Technical Bid) shall be opened at 13.00 hrs. on 08-09-2008 in the 

presence of Applicants, if they want to be present and the Committee approved by 

the DGT., Uttar Pradesh. The result shall be informed to short-listed bidders on the 

same day. 

9.8 The envelope B (Financial Bid) shall be opened at 18:00 hrs. on 08-09-2008 in the 

presence of Bidders, if they want to be present . 

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FD/27-08-08

10 - OTHER TERMS AND CONDITIONS 

Performance security- The Advisor will have to deposit performance security 

of ten percent of lump sum fees quoted against Para- 4.3 or Rs. 50 lacs, 

whichever is higher within 7 days of issue of letter of intent/award. Performance 

security should be in the form of Bank Guarantee 

Approval of deal team; the deal team will be approved by the (DGT). 

The Advisor will have set up office at Lucknow with in 7 days of issue of letter 

of intent/award. Performance security should be in the form of bank guarantee. 

All the information/details to be supported by authentic documents duly certified 

by the authorized signatory. 

The DGT. reserves the right to reject or accept any or all RFQ cum RFP 

without assigning any reason thereof. The DGT. may add/delete/modify any one or 

more of the terms and conditions of this RFQ CUM RFP document before last date 

of submission of RFQ CUM RFP after giving reasonable opportunity. 

The DGT. reserves the right to discontinue the services of the appointed 

Advisor at any point of time on account of force-majure or non-satisfactory 

performance by the Advisor. 

The Bidders proposal shall be valid for a period of 180 days from the opening 

of Financial Bid. 

11 - IMPORTANT DATES 

(I ) Pre-Bid Meet 02.09.2008 at 11.00 hrs at U.P.Sadan, New Delhi. 

(II ) Submission of RFQ cum RFPs: Upto 08-09-2008 by 12.00 hrs. at the 

DGT.’s Office 

(III) Opening of Technical bid at 13:00 hrs on 08-09-2008 

(IV) Opening of Financial bid at 18:00 hrs on 08-09-2008 

(v) Issue of letter of Award 11-09-2008 

DGT Tourism, Uttar Pradesh, 


C-13, Vipin Khand Gomtinagar, 


Phone-0522 – 2307074 

Fax 0522 – 2308937 

9 

FD/27-08-08

Annexure I attached with this document 

APPLICATION LETTER 

(On the letter head of the Bidder) 

ANNEXURE II 

Date: 

To, 





Ref.: Your advertisement in ………….. 

dated 

Sub.: Appointment of Advisor for disinvestment of assets or assets and 

liabilities of Tourist Guest Houses/Hotel Units of Government of 

U.P. and UP State Tourism Development Corporation Ltd. 

(UPSTDCL). 

Sir, 

Being duly authorised to represent and act on behalf of 

…………………………….. (hereinafter referred to as “the bidder”), and having 

perused and fully understood all of the requirements of theRequests for 

Qualification-cum-Request for Proposal (RFQ/RFP) and information 

provided, the undersigned hereby apply for the project referred above. 

We are enclosing the documents in one original plus two copies, with 

the details as per the requirements of the RFQ/RFP, for your evaluation. 

Yours sincerely, 

a. Bid Security of Rs. 1,00,000 ( Vide Demand Draft No………….... 

dated………………drawn on…………. 

b. A non refundable D.D. of Rs. 10,000/- , in case the RFQ CUM 

RFP document is downloaded from the Website of the DGT. 

c. Confirmation that we have handled at least one complete 

assignment of the disinvestment of assets or assets and liabilities 

of any unit/organization of Government of India / any State 

Government/Union Territory. 

d. Undertaking regarding integrity and conflict of interest as per 

clause 5-1 of RFQ CUM RFP document. 

e. Technical Bid( Envelope A ) as per Annexure III of RFQ CUM 

RFP document. 

f. Financial Bid ( Envelope B ) as per Annexure IV of RFQ CUM 

RFP document . 

Signature 

10 

FD/27-08-08

Name ( Authorised Signatory ) 

FORMAT FOR TECHNICAL BID 

ANNEXURE III 

NAME OF THE BIDDER: 

REGISTERED OFFICE: 

DETAILS OF CONTACT PERSONS (along with their telephone 

numbers, fax numbers, e-mail Ids): 

Sl.No. Criteria 

1 Past experience of the Advisor (with Proof) 

‣ Past experience of the Advisor (no. of years) 

‣ Experience of handling the disinvestment of assets or assets 

and liabilities of any Government of India Unit/ Organization. 

‣ Experience of handling the disinvestment of asset or assets 

and liabilities of any State Government/Union Tarritory 

Unit/Organization. 

‣ Experience of handling the disinvestment of asset or assets 

and liabilities of any/ hospitality / tourism Unit.. 

2 Experience of key personnel 

‣ Qualifications 

‣ Relevant experience (in similar assignments) 

3 Financial strength of the bidder (to be certified 

by Chartered Accountant) 

Financial 

Year 

FY 05-06 

FY 06-07 

FY 07-08 

Paid-up 

Cap. 

Reserves 

Net 

worth 

Profit 

/Loss 

Turnover 

Manpower 

Note: Please provide details of each reference project for which your 

Company was contracted by the client in the details below: 

Name of the client: 

Start date of assignment: 

End date of assignment: 

Approx value of services: 

Detailed narrative description of project: 

11 

FD/27-08-08

Detailed description of actual services provided by your Company: 

B] DEAL TEAM PROFORMA 

Name of Personnel 

Designation: 

Years with Company: 

Years of Experience: 

Years of Experience in 

disinvestment of asset or assets n 

and liabilities related 

Work 

Nationality: 

Area of Specialization: 

Proposed position on 

Team: 

Core skills & work 

Experience: 

Professional 

Qualification: 

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FD/27-08-08

ANNEXURE IV 

FINANCIAL BID 

(On the letter head of the bidder) 

To, 





Sub.: Appointment of Advisor for disinvestment of assets or assets and 

liabilities of Tourist Guest Houses/Hotel Units of Govt. of U.P. 

and UP State Tourism Development Corporation Ltd. (UPSTDCL) 

Sir, 

I/We have perused the proposal document for subject assignment contracting 

Scope of Work at Clause 2 of RFQ CUM RFP document and other details and am 

/are willing to undertake and complete the assignments as per terms and 

conditions stipulated in the proposal document. 

Our offer is inclusive of all taxes including service tax, out of pocket expenses, 

incidentals, overheads, traveling expenses, printing and binding of reports, all 

sundries, all other expenditure for execution of this service/assignment covering all 

“Scope of Work” is 

Rs………………………………………………………………………… (i.e., in words 

Rupees…………………………………………………………………….……..).as per 

details given below:- 

The lump sum Fee chargeable, including all taxes. ……………… 

Other Fee Details 

(a) Expenditure on account of fees to independent Legal/Accounting 

or any other Consultant/Asset Valuer, who shall be appointed by the 

DGT.from a panel recommended by Advisor shall be payable by DGT.itself 

and is not included in the Financial Bid. 

(b)The travel related expenses and all other expenses including those 

related to out of pocket expenses for due diligence etc. would be borne by 

the Advisor. 

5.3 (c) Success Fee shall be payable at the rate of 30% of Consultancy 

fee after successful completion of disinvestment of at least 90% units. 

5.3 (d) Drop Dead Fee; In case disinvestment of assets or assets and 

liabilities process of Tourist Guest House/Hotel units is called off by 

DGT. at any stage, for any reason whatsoever, Advisor shall be 

eligible for drop dead fee of 10% Consultancy fee beyond the fee 

already due till drop dead stage. (As per para 4.3.4) 

This offer is valid for a period of 180 days from the date of opening of the Financial 

Bid. 

Witnesses Signature 

Signature of Authorised Person 

Name: 

Name: 

13 

FD/27-08-08

Address: 

Address 

ANNEXURE-V 

UNDERTAKING REGARDING CONFIDENTIALITY, SECRECY AND 

FIDELITY TO BE FURNISHED BY THE ADVISOR. 

We (ADVISOR NAME ……………………….. ) a company incorporated 

under the Companies Act, 1956, having its Registered office at (Address of 

the ADVISOR ………………………… ………………………) (hereinafter 

referred to as “Advisor) which expression shall mean and include its 

sucessors acting through Sri …………………………. duly appointed and 

authorized on its behalf do hereby solemnly affirm on oath and undertake. 

1. That in lieu of (ADVISOR NAME ……………………………… ) being 

appointed ADVISOR vide letter dt ……………… as issued by 

Director General Tourism (hereinfter referred at DGT) We 

undertake in favour of DGT.and the company to treat all the 

confidential information in confidence and not to disclose to any 

person, the fact that he has been provided the confidential 

information or has inspected any confidential documents or the 

discussion/negotiations regarding the transaction, which includes all 

in formations, concerning the business, operations, prospects, 

finances, or other affairs of the UP State Tourism Development 

Corporation Ltd. (UPSTDCL) (hereinafter referred as “UPSTDCL”). 

It includes documents delivered in connection with an due diligence 

investigation, information concerning business activities, products, 

specifications, data know-how, compositions, designs, sketches, 

photographs, graphs, drawing, research and development, 

marketing or distribution methods and processes, customer lists, 

customer requirements, price lists, market studies, computer 

software and programs database technologies, systems structures 

and architectures, historical financial projects and budgets historical 

and projected sales, capital spending budgets and plans, current or 

prospective financing sources, the names and background of 

personnel, personnel training techniques and materials. It also 

includes information memorandum, request for proposal, draft of 

shareholding and share purchase agreements or other materials 

prepared in connection with the transaction. 

2. The ADVISOR shall not deal with any officer of UPSTDCL and 

Govt. of UP regarding business, operations, prospects or financing 

without written consent of DGT. 

3. The ADVISOR shall not directly or indirectly communicate or reveal 

to any person any matter which shall be brought to his knowledge 

or consideration or shall become known to him as an ADVISOR 

except as may be required for the due discharge of the duties as 

ADVISOR. 

14 

FD/27-08-08

4. That the ADVISOR agrees to indemnity the DGT.and UPSTDCL 

any damages, loss, cost or liability arising out of any unauthorized 

use or disclosure by the ADVISOR. 

For and on hehalf ofADVISOR 

For and on hehalf of 

Government of Uttar Pradesh 

Witness: 

Witness: 

1. 1. 

2. 2. 

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FD/27-08-08

ANNEXURE-VI 

AGREEMENT FOR ADVISORY SERVICES 

THIS AGREEMENT is made (on this….. day of ………, 2008) BY AND 

BETWEEN THE Governor of Uttar Pradesh through Sri 

………………………….. Principal Secretary,………………………..Government 

of Uttar Pradesh (hereinafter referred to GoUP, which expression shall mean 

and include its successor in office of the ONE PART and …………….,.a 

company incorporated under the Companies Act, 1956, having its registered 

office at ……………. and Corporate Office at ………… (hereinafter referred to 

as ADVISOR which expression shall include its successors) acting through 

Shri ……….. duly appointed and authorized on its behalf of the OTHER 

PART. 

WHEREAS 

A) GoUP invited an expression of interest for appointing an Advisor for the 

purposes of disinvestment of asset or assets and liabilities of ---- 

…………… Tourist GuestHouses/Hotel units details of which is 

mentioned in Annexure –I to the Agreement. 

B) In response of which Advisor has offered his services through Bid and 

which Bid was accepted By GoUP and in consequence of which 

Advisor was selected. 

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES 

AFORESAID THE PARTIES HEREBY AGREE AS FOLLOWS: 

1. Role of ADVISOR 

ADVISOR shall, in accordance with all applicable laws, provide the 

following financial advice and assistance together with any additional 

assistance agreed in writing between ADVISOR and GoUP: 

(a) 

(b) 

(c) 

(d) 

Recommendations for selection and appointment of reputed valuers 

for valuation of assets of Tourist Guest Houses/ Hotel Units 

belonging to Govt. of UP and UPSTDCL. 

Recommendations for selection and appointment of legal advisor 

for examination of legal issue including references to Hon’ble 

Courts. 

Assisting in finalizing Upset (Reserve) Price. 

Suggesting measures and providing feedback from the prospective 

bidders to enhance sale value and making presentation to 

Evaluation Committee for the purpose. 

(e) Preparing Preliminary Information Memorandum (PIM) and 

Confidential Information Memorandum (CIM) of Govt. of UP and 

UPSTDCL 

(f) 

(g) 

(h) 

Marketing of the offer. 

Inviting and evaluating the Technical Bids and the Financial Bids 

submitted by prospective bidders. 

Providing assistance during negotiations to prospective bidders. 

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FD/27-08-08

(i) 

(j) 

(k) 

(l) 

(m) 

(n) 

Suggesting options for smooth transfer of existing manpower of the 

UPSTDCL. 

Drafting of relevant Agreements/Deeds for the purposes of 

disinvestment with assistance of Legal Advisor. 

Advising on post-disinvestment matters. 

The Advisor would also be required to make an independent study 

and advice on the restructuring requirements/reorganization of the 

existing structure including unit-wise demerger/hiving 

off/subsidiarisation etc. or otherwise in order to accelerate the 

process of disinvestment and to package the deal to make the 

same attractive to the investors/strategic partners. 

Any other work directly related to the disinvestment process. 

The advisor shall prepare a scheme to give effect to the 

disinvestment of asset or assets and liabilities, in whole or part of 

the said UPSTDCL units. Among other things, The scheme shall 

specify in the particular on the following matter – 

i. Manner in which asset or assets and liabilities, in whole or 

part are to be disinvested. 

ii. Terms and conditions of the disinvestment of asset or 

assets and liabilities, in whole or part; 

iii. If assets are to be disinvested in part then scheme for the 

utilization of the rest of the assets? 

iv. If liabilities are to be disinvested in part then which liabilities 

will be disinvested and which are to be left, over the priorities 

of charge and the logic and the legal position in this regard;? 

v. Staff, which is to be transferred – terms and condition of 

transfer in detail;? 

vi. If some staff is to be left over then how and where they are to 

be absorbed – logic, and legal position to be given.? 

(o). The Advisor will also assist and advise DGT. for the purpose ofi. 

Formulating terms and condition for the disinvestment of 

asset or assets and liabilities, in whole or part of the Govt. of 

UP and UPSTDCL units; 

ii. Assessing the value of the asset or assets and liabilities, in 

whole or part of the Govt. of UP and UPSTDCL units; 

iii. Discharging of the liabilities, and 

(p) Any other matter for which the DGT. thinks necessary to receive any 

professional assistance. 

2. Fees and Expenses 

The GoUP has agreed to pay ADVISOR a lump sum fee of unto Rs………… 

(hereinafter referred to as “Lump Sum Fee”) the details of which are as 

follows. 

Fee Details 

2.1 Expenditure on account of fees to independent Legal/Accounting or any 

other Consultant/Asset Valuer, who shall be appointed by the DGT. 

from a panel recommended by Advisor shall be payable by DGT. itself 

and should not be included in the Financial Bid. 

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FD/27-08-08

2.2 The travel related expenses and all other expenses including those 

related to out of pocket expenses for due diligence etc. would have to 

be borne by the Advisor. 

2.3 Success Fee shall be payable at the rate of 30% of Consultancy fee 

after successful completion of disinvestment of at least 90% units. 

2.4 Drop Dead Fee; In case disinvestment of assets or assets and 

liabilities process of Tourist Guest House/Hotel units is called off by 

DGT at any stage, for any reason whatsoever, Advisor shall be eligible 

for drop dead fee of 10% Consultancy fee beyond the fee already due 

till drop dead stage. 

2.5 Payment schedule : 

( I ) 

( II) 

(III) 

(IV) 

(V) 

(VI) 

(VII) 

(VIII) 

(IX) 

Acceptance of 

Submitted scheme 

of disinvestment 

Short-listing of Bidders 

after RFQ stage 

After due diligence 

stage at RFP stage 

After evaluation and 

recommendation for 

selection of final 

Bidder(s) 

Issue of letter of 

award to selected 

Bidder(s) 

Signing of disinvestment 

documents 

Receipt of full payment 

from Bidder(s) 

Disinvestment of assets 

Establishment of new structure as 

necessary 

10% of Lump Sum 

Fee 


Fee 


Fee 


Fee 


Fee 


Fee 


Fee 


Fee 


Fee 

3. Compliance 

The DGT. will comply with all applicable legal and regulatory 

provisions(including Stock Exchange requirements). 

4. Information and Announcements 

i. The DGT. will provide ADVISOR with, and/or give access to, all 

information which is relevant for the purposes of the disinvestment of 

asset or assets and liabilities of Govt. of UP, Tourism Department and 

UPSTDCL (transaction) and will ensure that the information so 

supplied is complete, true and accurate in all material respects and not 

misleading whether by omission or otherwise. The DGT. will 

18 

FD/27-08-08

ii. 

iii. 

iv. 

immediately notify ADVISOR if it subsequently discovers that any 

information provided by it is incomplete, untrue, inaccurate or 

misleading. 

ADVISOR represents many other companies, individuals, and other 

entities. At present, there is no conflict of interest resulting from the 

ADVISOR’s representation DGT for the transaction and ADVISOR’s 

representation of its other clients. It is possible, however, that during 

ADVISOR’s representation of DGT. in connection with the transaction 

ADVISOR may represent other client, it is therefore, DGT. agrees that 

ADVISOR may represent those clients (present or future) in any matter 

that is not directly relates to ADVISOR’s work for DGT.described here, 

ADVISOR agrees however, that (DGT)’s prospective consent to the 

above shall not apply in any instance where, as a result of ADVISOR’s 

any proprietary or confidential information that, if known to such other 

client, could be used in any such matter by such client to (DGT)’s 

material disadvantage. It needs to be understood that, in similar 

Engagement letters with many of their clients, ADVISOR is requesting 

similar agreements to preserve the ability of ADVISOR to represent 

other enterprises that are or become clients of ADVISOR in 

comparable situations. 

ADVISOR and each of its directors, officers, employees and agents will 

ensure that all information, whether, written or oral, acquired from the 

DGT. or Govt. of UP and UPSTDCL units is kept strictly confidential 

and used solely and exclusively for the purpose expressly specified in 

this Agreement. This obligation of confidentiality shall not apply to any 

information already in the public domain at the time of disclosure other 

than as a result of breach of this clause by ADVISOR or which 

ADVISOR, is required to disclose by law, regulation or court order, 

provided that before making such disclosure ADVISOR will, to the 

extent permitted by law, in writing advise DGT.and consult with 

DGT.about any information that ADVISOR proposes to disclose 

pursuant to this exception. 

Advice (including any opinion or report) whether written or oral 

by ADVISOR to the DGT or any communications between ADVISOR 

and the DGT.in connection with the Transaction may only be used and 

relied upon by the DGT and may not be used or relied upon by any 

third party and may not be disclosed to any third party without the prior 

written approval of DGT. 

5. Termination 

This Agreement and the Engagement may be terminated with or 

without cause by the DGT.or by ADVISOR by written notice at any time and 

without continuing obligation subject to the following : 

i. In case the DGT.terminates the Agreement and the Engagement 

without cause the following shall survive such termination and remain 

in force and effect: 

a) Provision relating to “Fee and Expenses (Clause 2 ) to the extent that 

Fee earned by ADVISOR but not yet paid by the DGT.as on the date of 

termination (if at the date of termination, the Transaction has already 

been completed); 

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FD/27-08-08

) Drop Dead Fee provision (Clause 2.4) if at the date of termination, the 

Transaction has not yet been completed; and 

c) The conflicts of interest, and indemnity provisions of this Agreement. 

ii. In case the ADVISOR terminates the Agreement and the Engagement 

clause relating to conflicts of interest of this Agreement shall survive such 

termination and remain in full force and effect. 

6. Arbitration 

(a) Any and all claims, disputes, questions or controversies involving the 

parties or any two or more of them and arising out of or in connection with this 

Agreement or the execution, interpretation, validity, performance, breach or 

termination hereof (collectively, hereinafter referred to as “Disputes”) which 

cannot be finally resolved by such parties within sixty (60) calendar days of 

the arising of a Dispute by amicable negotiation and conciliation shall first be 

submitted for settlement by arbitration under the provisions of the Arbitration 

and Conciliation Act, 1996 as modified from time to time and rules framed 

there under. The Arbitration shall be held in Lucknow and all arbitration 

proceedings shall be conducted in English. 

In connection with the arbitration proceedings, the parties to the 

Dispute hereby agree to cooperate in good faith with each other and the 

arbitral tribunal and to use their respective best efforts to respond promptly to 

any reasonable demand made by such party and the arbitral tribunal. 

The cost of arbitration shall be borne by the parties to the dispute in 

accordance with the provisions of the Arbitration and Conciliation Act, 1996 as 

modified from time to time and rules framed there under. The award may 

include interest from the date of any breach or other violation of this 

Agreement and rate of such interest, if any, shall be specified by the arbitral 

tribunal . 

7. Disqualification 

If subsequent event(s) makes ADVISOR liable for disqualification from 

Engagement, then a notice of 15 days may be given by DGT.to ADVISOR to 

cure the disqualification and/or eliminate the conflicts of interest and if after 

the expiry of 15 days notice, the said disqualification is not cured, then 

DGT.may, at its option, terminate this Agreement. 

8. Severability 

Each provision of this Agreement is severable and, if any provision is 

or becomes invalid or unenforceable or contravenes any applicable 

regulations or law, the remaining provisions will not be affected. 

9. Amendments and Modifications 

This Agreement constitutes the entire understanding between both 

parties relating to the Transaction and it shall not be amended or modified 

except as agreed in writing by both the DGT.and ADVISOR. 

10. Period 

The Advisor shall be expected to have the entire disinvestment of asset 

or assets and liabilities of Govt. of UP and UPSTDCL process completed by 

the end of 12 months period from the date of execution of this Agreement 

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FD/27-08-08

which period may be extended by 6 months. In exceptional circumstances this 

period may be further extended for a period up to six months. 

11. Notice 

Any notice or other communication required to be given pursuant to 

this Agreement shall be in writing and shall be sufficiently given or served if 

delivered by hand or by courier with acknowledgement or faxed at the 

numbers given below or sent by registered, post to the respective persons at 

the address given below- 





Phone- 0522 – 2307074 

Fax- 0522 – 2308937 

IN WITNESS WHEREOF parties to this agreement put their hands on the 

date, month and year first above written. 

For & On behalf of 

Advisor 

1. 

For & On : behalf of 

Governor of Uttar Pradesh 

Witness 

1. 

2. 

2 

1. 

2. . 

Witness 

1. 

2. 

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FD/27-08-08

Appointment of Advisor - Uttar Pradesh Tourism

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