PART - III - Udyog Bandhu

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structures and architectures, historical financial projects and budgets, historical andprojected sales, capital spending budgets and plans, current or prospective financingsources, the names and background of personnel, personnel training techniques andmaterials.7.4 Confidentiality undertaking also provides that the bidder shall not deal with any officer,Director or employee of the Govt. or Company, regarding the business, operations, andprospects or financing of the company without advisor's express written consent.7.5 The confidentiality undertaking contains an indemnity clause, whereby the bidder agreesto indemnify the advisor, the Govt. and the company against any damages, loss, cost orliability arising out of any unauthorized use or disclosure by the bidder.7.6 The undertaking stipulates that the Strategic Partner will use the ConfidentialInformation only to assist the Strategic Partner in the evaluation of the Transaction anddetermine whether or not to proceed with the Transaction and the Strategic Partnerwill not use the Confidential Information for any purpose other than the Transaction orin any other manner whatsoever and shall particularly ensure that the interests of theCompany/Advisors/Government are not adversely affected in any manner whatsoever.7.7 The undertaking stipulates that in case the Bidder or any Consortium Member decidesnot to proceed with the Transaction or if the Advisors or the Government notifies theBidder or any Consortium Member that the Government does not wish the Bidder or anysuch Consortium Member to consider the Transaction any further, the terms of theUndertaking survive the date of receipt of notification of such decision by the relevantparty.7.8 The Bidder agrees through the undertaking that after termination of access of the bidderby the Government, all documents or other materials furnished by suchCompany/Advisors/Government to the Strategic Partner, including those constitutingConfidential Information, together with all copies and summaries thereof in thepossession or under the control of the Strategic Partner, will be destroyed.7.9 The language of the Undertakings may vary depending on the case, based on legaladvice.8. Qualification of Companies/Consortia8.1 The advertisement for the transaction indicates the broad qualifications of theprospective bidders. Based on the information submitted in EOIs, the Ministry and theadvisors carry out an evaluation of the qualifications of the companies/consortia andsubsequently notify in writing those companies / consortia which qualify to participatein the next stage of the process.8.2 However, where a Consortium has submitted the EOI, it is generally expected that thereshall not be any changes in the Members of the Consortium consequent to thesubmission of EOI.8.3 If a Consortium bidder desires a change in the Consortium by inclusion/exclusion ofmembers or if a non-Consortium bidder desires to form a Consortium by inducting newMember(s), it shall have to seek an approval from GoUP for such change. Such requestswould be entertained only before the financial bids are received by Government.8.4 Where the Bidder is a Consortium, the stake in the ordinary share capital of thecompany can be acquired and held either through an investment vehicle ("SpecialPurpose Vehicle") or through direct holding in the company by each Member or throughany Group Company (ies).134
9. Additional Information9.1 Government reserves the right to seek any additional indemnities, warranties,representations or performance obligations from the bidders or any of their groupcompanies to Government’s sole satisfaction.10. Reasons for Disqualification10.1 Notwithstanding anything to the contrary contained in the Request for Proposaldocument and without prejudice to any of the rights or remedies of Government,Government shall be entitled in its sole discretion to determine that a Bidder is to bedisqualified at any stage of the process and its participation in the Strategic Sale processand/or its Technical Proposal and/or Financial Bid dropped from further considerationfor any of the reasons including without limitation those listed below:(i)(ii)(ii)(iv)(v)(vi)(vii)(viii)(ix)(x)if a misrepresentation/false statement is made by the bidder/Member, at anystage in the Strategic Sale process, whether in the Technical Proposal, theFinancial Bid, supporting documentation or otherwise and whether written ororal;if the Technical Proposal submitted by the bidder is in any respectinconsistent with, or demonstrate any failure to comply with, the provisionsof the Request for Proposal ;if the Financial Bids submitted by the bidder is inconsistent with therequirements of the Request for Proposal in any respect, including not beingaccompanied by an Ernest Money Guarantee of the specified amount or theFinancial Bid being conditional in any respect;failure to comply with any other material requirement of this Request forProposal;Government is not satisfied with sources of funds/ownership structure of thebidder.failure to comply with the reasonable requests of Government in relation tothe Strategic Sale process.Breach of Confidentiality Undertaking executed by the bidder.if it is discovered at any time that a bidder is subject matter of windingup/insolvency or other proceedings of a similar nature;any information regarding the bidder which becomes known toGovernment/Company/Advisor and which is detrimental to Strategic Saleprocess and/or the interests of the Company.initiation or existence of any legal proceedings, by or against the bidder inrespect of Company, which proceeding may be prejudiced by theparticipation of the bidder in the selection process or the transaction, e.g.inspection by a bidder of case files of the Company of matters filed againstthat bidder; and135
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Executive Summary1. The procedure t
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Disinvestment - Process Flow ChartD
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2. The Core Group Committee of Secr
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Legal advisors examine the followin
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CHAPTER - IIVARIOUS METHODOLOGIES F
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- Ensures broad based shareholding-
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- Enhances visibilityDisadvantages-
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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 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: stage of submission of Expression o
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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