PART - III - Udyog Bandhu

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iv. (ADVISOR NAME) represents many other companies, individuals, and other entities. Atpresent, there is no conflict of interest resulting from the (ADVISOR NAME)’s representationof GoUP for the disinvestment of (CO. NAME) and (ADVISOR NAME)’s representation of itsother clients. It is possible, however, that during (ADVISOR NAME)’s representation ofGoUP in connection with the disinvestment of (CO. NAME), some of (ADVISOR NAME)’spresent or future clients may have disputes or transactions with GoUP/(CO. NAME). GoUPagrees that (ADVISOR NAME) may represent those clients (present or future) in any matterthat is not directly related to (ADVISOR NAME)’s work for GoUP described here.(ADVISOR NAME) agrees however, that GoUP’s prospective consent to the above shall notapply in any instance where, as a result of (ADVISOR NAME)’s representation of GoUP forthe (CO. NAME) disinvestment, (ADVISOR NAME) has obtained any proprietary orconfidential information that, if known to such other client, could be used in any such matterby such client to GoUP’s material disadvantage. It needs to be understood that, in similarengagement letters with many of their clients, (ADVISOR NAME) is requesting similaragreements to preserve the ability of (ADVISOR NAME) to represent other enterprises that areor become clients of (ADVISOR NAME) in comparable situations.v. (ADVISOR NAME) and each of its directors, officers, employees and agents willensure that all information, whether written or oral, acquired from the GoUP or (CO. NAME)and their respective agents and advisors in connection with the Transaction is kept strictlyconfidential and used solely and exclusively for the purposes expressly specified in thisAgreement. This obligation of confidentiality shall not apply to any information already in thepublic domain at the time of disclosure other than as a result of breach of this clause by(ADVISOR NAME) or which (ADVISOR NAME), is required to disclose by law, regulationor court order, provided that before making such disclosure (ADVISOR NAME) will, to theextent permitted by law, in writing advise GoUP and consult with GoUP about any informationthat (ADVISOR NAME) proposes to disclose pursuant to this exception.vi. Advice (including any opinion or report) whether written or oral by (ADVISOR NAME)to the GoUP /Company, or any communications between (ADVISOR NAME) and theGoUP/Company in connection with the Transaction may only be used and relied upon by theGoUP and may not be used or relied upon by any third party and may not be disclosed to anythird party without the prior written approval of (ADVISOR NAME).5. TerminationThis Agreement and the Engagement may be terminated with or without cause by the GoUPor by (ADVISOR NAME) by written notice at any time and without continuing obligation.(i) In case the GoUP terminates the Agreement and the Engagement without cause thefollowing shall survive any termination and remain in full force and effect:a) Success Fee provision (Clause 2 (i) – for Success Fee earned by (ADVISORNAME) but not yet paid by the GoUP as at the date of termination (if at the dateof the termination, the Transaction has already been completed);b) Drop Dead Fee provision (Clause 2 (ii), if at the date of the termination, theTransaction has not yet been completed); andc) The conflicts of interest and indemnity provisions of this Agreement.(ii) In case the GoUP terminates the Agreement and the Engagement with cause thefollowing shall survive any termination and remain in full force and effect:116
a) The conflicts of interest and indemnity provisions of this Agreement(iii) Notwithstanding the foregoing, it is hereby clarified that if:a) any order is made by any competent court or any resolution is passed for thedissolution or winding-up of (ADVISOR NAME) or for the appointment of aliquidator, receiver, administrator or manager of (ADVISOR NAME) or all or asubstantial part of its assets or anything analogous occurs in any other jurisdictionto (ADVISOR NAME), other than in connection with a solvent reorganisation,reconstruction, amalgamation or merger which does not adversely affect theinterest of (CO. NAME) or GoUP; orb) (ADVISOR NAME) is found guilty of any criminal offence in any jurisdictionthat materially adversely affects its ability to carry out the Engagement; orc) (ADVISOR NAME) fails to comply with any final decision reached as a result ofarbitration proceedings pursuant to para (b) and Schedule II of this agreement; ord) (ADVISOR NAME) is in breach of its obligation under this agreement and hasnot remedied the same within 30 days (or such longer period as the other partymay have subsequently approved in writing) following the receipt by (ADVISORNAME) of a notice from GoUP specifying the breach; ore) In the event of a conflict of interest during the engagement that materiallyadversely affects the ability of (ADVISOR NAME) to carry out the engagementand not remedied within 15 days of arising due to handling of the transaction by(ADVISOR NAME) as Advisor to the GoUP for disinvestment in (CO. NAME)the GoUP shall have the right to immediately terminate this Agreement and suchtermination shall be deemed to be a termination for cause.6. Conflicts of Interest(ADVISOR NAME) Group is involved in a wide range of commercial banking,investment banking and other activities (including investment management, corporatefinance, securities trading, research and private equity) out of which conflicting interests orduties may arise. GoUP acknowledges and accepts that (ADVISOR NAME) Group (otherthan (ADVISOR NAME)) may have interests or duties which conflict with GoUP’sinterests and which would or might otherwise conflict with the duties owed by (ADVISORNAME) to GoUP. GoUP further accepts that any other entity in the (ADVISOR NAME)Group or any other division of (ADVISOR NAME) will not restrict its activities in anyway nor have any obligation to advice GoUP of any conflict of interest, which exists ormay arise. In relation to the Engagement, information which is held elsewhere within(ADVISOR NAME)/ (ADVISOR NAME) Group but of which none of the individualexecutives in the Corporate Finance & Advisory division of (ADVISOR NAME) havingthe conduct of the Engagement could reasonably have access to shall not for any purposebe taken into account in determining (ADVISOR NAME)’s responsibilities to the GoUPor the Company and such responsibilities shall be entirely determined by the regulatoryrules and principles and the contractual terms applicable to the Engagement.(ADVISOR NAME)/(ADVISOR NAME) Group shall not have any duty to disclose tothe GoUP /Company or utilise for the GoUP /Company’s benefit any non-publicinformation acquired in the course of carrying on any business for, or in connection withthe provision of services to any other person.117
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 34 and 35: o List of all employees indicating
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: NAME) will be paid a drop-dead fee
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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