PART - III - Udyog Bandhu

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7. IndemnityThe indemnity provision in connection with this Engagement are set out in the attachedSchedule I (the “Indemnity”) and forms a part of this Agreement8. DisqualificationIf subsequent event(s) makes (ADVISOR NAME) liable for disqualification fromengagement, then a notice of 15 days may be given by GoUP to (ADVISOR NAME) tocure the disqualification and/or eliminate the conflicts of interest and if after the expiry of15 days notice, the said disqualification is not cured, then GoUP may, at its option,terminate this Agreement with cost if (ADVISOR NAME) fails to withdraw from thetransaction.9. SeverabilityEach provision of this Agreement and the Indemnity is severable and, if any provision is orbecomes invalid or unenforceable or contravenes any applicable regulations or law, theremaining provisions will not be affected.10. Amendments and ModificationsThis Agreement constitutes the entire understanding between both parties relating to theTransaction and it shall not be amended or modified except as agreed in writing by boththe GoUP and (ADVISOR NAME).11. NoticeAny notice or other communication required to be given pursuant to this Agreement shallbe in writing and shall be sufficiently given or served if delivered by hand or by courierwith acknowledgement or faxed at the numbers given below or sent by registered post tothe respective persons at the addresses given below:Director & Head of Corporate Finance & Advisory(ADVISOR NAME) ------------------------------------SecretaryDepartment of _____________(Administrative Department of Concerned PSU)Sachivalaya,Lucknow.12. Dispute ResolutionAny controversy or dispute which arises between the parties to this Agreement concerningits construction or application, or the rights, duties or obligations of any party hereundershall be referred to arbitration subject to procedures set out in Schedule II attached heretowhich forms integral part of this engagement Agreement.118
13. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of theRepublic of India. Neither the GoUP nor (ADVISOR NAME) shall have the right totransfer or assign their responsibilities resulting from the acceptance of this Agreement.IN WITNESS WHEREOF THE <strong>PART</strong>IES HAVE EXECUTED AND DELIVEREDTHIS AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE WRITTENFor and on behalf of the Governor of Uttar Pradeshby the Secretary- Administrative Department of concerned PSU(___________________) 12.Witnesses:For and on behalf of(ADVISOR NAME)Witnesses:(--------------------------------------------- 2.Director & Head of Corporate Finance & Advisory1.(----------------------) 2.Associate Director1.119
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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 and 54: NAME) will be paid a drop-dead fee
Page 55: a) The conflicts of interest and in
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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