PART - III - Udyog Bandhu

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o List of all employees indicating name, years of service, position, and salary (employeesbelow a particular grade could be classified in groups).o List of all welfare, pension, and health plans, together with a brief description of eachand a financial summary relating to each (i.e., the company's assets and liabilities).o List of unionised workers and unions. All unions and collective bargaining agreements.o Employment agreements.o Description of bonus and profit sharing arrangements, together with any relateddocuments.Tax Matters (including income tax, sales tax, excise duty, and other taxes)o List of tax liabilities and payments during last five years.o Tax filings and notices for last five years.o All disputes relating to tax matters.Real Estateo List of all owned and leased real property, together with schedule of annual leasepayments and lease expiry dates.o Title documents relating to owned real property.o Leases relating to leased real property.Property, Plant and Equipmento List of all owned/ leased tangible property (if appropriate by class) and inventory,together with schedule of annual lease payments and lease expiry dates.o All purchase and services contracts under which equipment and services are to beprovided to the company.o Plant accounts.Intellectual Propertyo List of all intellectual property owned or used by the company.o All intellectual property ownership, license, royalty and similar documents.o Description of computer systems and hardware.Customer Documentso Standard forms, if any, of customer contracts, billing documents, etc.o Customer service policies and records of service.o Copies of material customer complaints.o Customer statistics for each class of customer.Technical Datao System maps.o Technical assessments and reports prepared in last five years.3.2.7 Negotiations & Finalisation Of Contractual Documents96
During the course of due diligence, and thereafter, the qualified bidders are also invited to offertheir comments on the contracted documents (i.e. the draft Share Purchase and theShareholders Agreement) provided to them, with a view to finalising those and making termsand conditions thereof uniform, so that the bids are submitted by all bidders on same terms andconditions.97
Page 2: Executive Summary1. The procedure t
Page 6 and 7: Disinvestment - Process Flow ChartD
Page 9 and 10: 2. The Core Group Committee of Secr
Page 11 and 12: Legal advisors examine the followin
Page 13 and 14: CHAPTER - IIVARIOUS METHODOLOGIES F
Page 16 and 17: - Ensures broad based shareholding-
Page 18 and 19: - Enhances visibilityDisadvantages-
Page 20 and 21: Regulation: RBI restrictions on ban
Page 22 and 23: - Low cost of transaction- Relative
Page 24 and 25: CHAPTER - IIISTRATEGIC SALEThe vari
Page 26 and 27: 3. Management Organizationi) An ove
Page 28 and 29: i) Draft Share Purchase Agreement;i
Page 30 and 31: pertaining to employer - employee r
Page 32 and 33: 4. Management of the company: It de
Page 36 and 37: 3.2.8 Submission of final bidDetail
Page 39 and 40: know what bid the others have submi
Page 41 and 42: Similarly if the closing date debt
Page 43 and 44: CHAPTER -IVVALUATIONIn any sale pro
Page 45 and 46: SECTION 9-ANOTICE OF CHANGENo emplo
Page 47 and 48: 3. Where an application has been ma
Page 49 and 50: Substantive Clauses:Notwithstanding
Page 51 and 52: Annexure-IAgreement For Advisory Se
Page 53 and 54: NAME) will be paid a drop-dead fee
Page 55 and 56: a) The conflicts of interest and in
Page 57 and 58: 13. Governing LawThis Agreement sha
Page 59 and 60: ii Notwithstanding the foregoing, t
Page 61 and 62: Annexure-IIGuidelines for Advisors
Page 63 and 64: Annexure-IIIEXPRESSION OF INTEREST(
Page 65 and 66: Annexure-IVStatement Of Legal Capac
Page 67 and 68: 10. Salient features of financial p
Page 69 and 70: qualifying minimum networth criteri
Page 71 and 72: stage of submission of Expression o
Page 73 and 74: 9. Additional Information9.1 Govern
Page 75 and 76: Annexure - VIIVALUATION METHODOLOGI
Page 77 and 78: c) Transaction Multiple Method.d) A
Page 79 and 80: Equity Risk Premium = Beta * (Marke
Page 81 and 82: Terminal Value =105 * (1 + 0.05) /
Page 83 and 84: It was also recognized that valuati
Page 85 and 86:
2.4 Asset Valuation MethodologyThe
Page 87 and 88:
It should be noted that the DCF met
Page 89:
6 - Disqualification of a bidder by
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PART - III - Udyog Bandhu

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