Embed Size (px)
Citation preview
EARTH GRACIA BUILDCON PRIVATE LIMITED
(UNDER CIRP)
DETAILED INVITATION FOR EXPRESSION OF INTEREST
IN CONNECTION WITH FORM G DATED 05thOCTOBER, 2019
OF EARTH GRACIA BUILDCON PRIVATE LIMITED
Regd. Office: B-100, Second Floor, Naraina Industrial Area, Phase-1, Delhi-110028
Communication Address : A-1/B, Third Floor, T-02, Sector-16, Noida-201301 Uttar Pradesh
By Ms.MANISHA RAWAT
RESOLUTION PROFESSIONAL OF EARTH GRACIA BUILDCON PRIVATE LIMITED
Address: A-1/B, Third Floor, Office No. T-02, Sector-16, Noida, U.P. – 201301 Email Id: [email protected];
Registered Email Id: [email protected]
Table of Contents Sl
No. Description Page Nos.
1 INTRODUCTION 1-2
2 CHAPTER-A : BRIEF PARTICULARS OF CORPORATE DEBTOR 3-6
3 CHAPTER-B : ABOUT THE ONGOING CIR PROCESS 7-9
4 CHAPTER-C : TIMELINES AND PROCESS FOR EXPRESSION OF INTEREST 10-15
5 CHAPTER-D : MINIMUM ELIGIBILITY CRITERIA AS PER SECTION 25 (2) (h) of IBC,2016 15
6 CHAPTER-E: INELIGIBILITY CRITERIA OF PROSPECTIVE RESOLUTION APPLICANTS UNDER SECTION 29A OF IBC, 2016 TO THE EXTENT APPLICABLE
15-19
7 CHAPTER-F : MANDATORY CRITERIA OF RESOLUTION PLANS 20-23
8 DISCLAIMER 24 9 Annexure -A 25-32
10 Annexure -B 33-35 11 Annexure -BA 36-40 12 Annexure -C 41-42 13 Annexure -D 43 14 Annexure -E 44 15 Annexure -F 45-50
1
INTRODUCTION
Pursuant to the Form G issued in connection with the Corporate Insolvency Resolution
Process in the case of EARTH GRACIA BUILDCON PRIVATE LIMITED, this Detailed
Invitation for EOI is issued to enable participation by the Prospective Resolution Applicants.
Eligible persons desirous to participate may submit their EOI on or before 21st October,
2019.
Pursuant to our Newspaper Advertisement dated 05th October, 2019 in Financial Express
and Jansatta, inviting Expression of Interest from prospective Resolution Applicants, this
Detailed Invitation for EOI document is made to provide details / clarity to various criteria
/ eligibility related to the Resolution Applicants / Resolution Plans.
The information provided herewith is categorized into the following Chapters:
A. BRIEF PARTICULARS OF CORPORATEDEBTOR
B. ABOUT THE ONGOING CIR PROCESS
C. TIMELINES AND PROCESS FOR EXPRESSION OF INTEREST
D. CRITERIA AS PER SECTION 25 (2) (h) of IBC,2016
E. INELIGIBILITY CRITERIA OF PROSPECTIVE RESOLUTION APPLICANTS
UNDER SECTION 29A TO THE EXTENTAPPLICABLE
F. MANDATORY CRITERIA OF RESOLUTIONPLANS
All prospective resolution applicants who meet the requirements of the invitation for
expression of interest shall submit their expression of interest latest by 18.00 hrs. on 21st
October, 2019 Please be informed that the expression of interest received after the time
specified here shall be rejected, unless extended by COC/RP. Resolution Applicants are
required to submit the EOI in the prescribed format with Annexures (enclosed and forming
part of this document), to RP in sealed envelope at address mentioned herein below through
Speed post/ Registered Post/ Hand delivery.
Kindly note that the expression of interest shall be unconditional and accompanied by the
documents specified in Chapter - (C) TIMELINES AND PROCESS FOR EXPRESSION
2
OF INTEREST.
All relevant provisions with respect to submission of EOI are provided in this document.
However, the same shall not be construed as inclusive of all the mandatory requirements;
all the provisions contained in the IBC, 2016 and Regulations thereto will be applicable to
the extent relevant in this EOI process. The words and expressions used in this document
shall have meaning as per the IBC, 2016 and Regulations thereto.
Manisha Rawat
Resolution Professional of Earth Gracia Buildcon Private Limited
IP Reg. No: IBBI/IPA-002/IP-N00233/2017-18/10684
Address: A-1/B, Third Floor, Office No. T-02, Sector-16,
NOIDA-201301, U.P.
3
CHAPTER - A
BRIEF PARTICULARS OF CORPORATE DEBTOR
A-1: PARTICULARS AS PER MCA SITE:
The basic details of the Company are provided herein below in brief (as per data available at
MCA):
Name of the Company: EARTH GRACIA BUILDCON PRIVATE
LIMITED
Date of Incorporation: 28/08/2012
CIN No: U70109DL2012PTC241159
Registered & Corporate Office: B-100, Second Floor, Naraina Industrial Area,
Phase-1 Delhi West Delhi- 110028.
Listing Status: Unlisted
Authorised Share Capital Rs.1,00,000/-
Paid up Share Capital Rs.1,00,000/-
Directors of the company:
1- Mr. Rajneesh Mittal
2- Mr. Vikas Gupta
3- Mr. Atul Gupta
Manager to the Company:
Mr. Gaurav Jain
Appointed as on:
28/08/2012
28/08/2012
28/08/2012
Appointed on:
25/07/2016
4
A-2 NATURE OF BUSINESS OF THE CORPORATE DEBTOR:
The main objects of the company are as follows:
1. To purchase, acquire or in exchange or in any other lawful manner any area, land,
building, structures and to turn the same into account, develop the same and dispose
of or maintain the same and to build townships, markets or other buildings residential
and commercial or conveniences thereon and to equip the same or part thereof with
all or any amenities or conveniences, drainage facility, electric, telephonic,
television installations and to deal with the same in any manner whatsoever, and by
advancing money to and entering into the contracts and arrangements of all kind
with builders, tenants and others.
2. To construct, erect, build, repair, re-model, demolish, develop, improve, grades,
curve, pave, macadamize, cement and maintain building, structures, houses,
apartments, hospitals, schools, places of worship, highways, roads, paths, streets,
sideways, courts, alleys, pavements and to do other similar construction, leveling or
paving work, and for these purposes to purchase or otherwise acquire and hold any
lands and prepare lay-out thereon or buildings of any tenure description wherever
situate, or rights or interests therein or connected therewith.
3. To purchase or otherwise acquire certain lands, houses, buildings and hereditaments,
known as the Estate known as the estate or otherwise at any estate in the country and
to acquire by purchase, exchange or otherwise either maintain, either by the
company or other parties, sewers, roads, streets, for and estate in fee simple or for
any less estate, whether immediate or reversionary, and whether vested or
contingent, any other lands tenements and hereditaments of any tenure, whether
subjectornotanychargesorencumbrancesandtoholdortosell,let,alienate, mortgage,
charge or otherwise deal with all or any such lands, tenements or hereditaments. To
construct, erect and tramways, gasworks, brick-kilns and works, building, houses,
flats, shops and all other works, erections and things of any description whatsoever,
either upon the lands acquired by the company or upon other lands, and generally to
alter and improve the lands and other property of the company. To lend or advance
money to builder and other persons on securities of all description whether real or
personal and to grant loans upon mortgage of any lands, buildings and hereditaments
of whatever tenure, for the improvement thereof or otherwise. To carry on the
business of builders and surveyors, brick and tile makers, lime-burners, house and
estate agents.
5
4. To carry on the business as developers and for that purpose to purchase, acquire,
own process, buy, sell, re-sell and to traffic in land structures and estates other
immovable properties and to develop co-operatives, housing schemes, township and
prepare for building sites, constructing, re- constructing, erecting, altering,
improving enlarging, developing, decorating and furnishing houses, buildings,
hotels, motels, resorts, flats, factories, shops, offices, garages, warehouses,
workshops, hospitals, nursing homes, clinics, halls, theatres, palaces etc.
5. To acquire by purchase, exchange, hire, reclamation or otherwise and make
advances on the security of and deal with or traffic in lands, buildings and
hereditaments of any tenure or description and any rights, easements, estate or
interest therein or connected therewith and to develop and turn the same to account
as may seem expedient, and in particular by laying out and preparing land for
building purposes and preparing building sites by using surveying planning,
leveling, planting, paving, draining, forming and cultivating land, converting and
appropriating any such land into and for road streets, squares, grounds, gardens and
other conveniences and by construction, re-constructing, pulling down, altering,
improving, decorating, furnishing, holding, managing, administering, controlling
and marinating offices, flats, house, bungalows, chawls, factories, colonies,
warehouses, ships, water works, wharves, buildings, swimming pools, markets,
hotels, motels, theatres, and other works, structures, and conveniences of all kinds
for residential, commercial, public or industrial purposes and by letting (on building
agreement or otherwise), selling (by installments or otherwise) and otherwise
disposing of the same to carry on the business of promoters builders, developers,
constructors and contractors.
Earth Gracia Buildcon Private Limited. (“EGBPL”) is real estate developing company and
its primary business is development of residential and commercial projects. At present, EGB
has development, marketing and selling rights of one project located in Greater Noida
(West). The details of project is as follows:
1. Name of the project: EARTH GRACIA;
2. Project Land Area: 23,000sqm. (Developing area) 37,479.92sqm. (Total land area)
3. Location: Plot GH-12A-1, Sector-1, Greater Noida (West), Uttar Pradesh
4. Land owning Company: M/s. Connoisseur Infrabuild Private Limited.
Scanned copies of brochure of the project “EARTH GRACIA” is enclosed as ANNEXURE: A
6
THE NAME, REG. NO., ADDRESS, EMAIL ID, ETC. OF THE RESOLUTION
PROFESSIONAL ARE AS FOLLOWS:
The Resolution Professional may be contacted for any query related to the above EOI
process at the below-referred address / email id.
Name of Resolution Professional: Manisha Rawat
IP Reg.No: IBBI/IPA-002/IP-N00233/2017-18/10684
Address: A-1/B, Third Floor (T-02) Sector-16,
Noida -201301, U.P
Phone No: +91-9999016929; 0120-4227699
Email Id: [email protected]
Registered Id: [email protected]
7
CHAPTER - B
ABOUT THE ONGOING CIRP (CORPORATE INSOLVENCY
RESOLUTION PROCESS)
The major events in relation to the CIRP of the corporate debtor are chronologically stated
below:
B-1. INITIATION OF CIRP & APPOINTMENT OF IRP:
On 17-01-2019:The Hon’ble National Company Law Tribunal (“NCLT”) Principal bench
New Delhi, vide order dated 17-01-2019 (I.B) No113/(IB)-448(PB)/2017 in the case of
Rajendra Kumar Saxena (the Applicant ‘Financial Creditor’) Vs. Earth Gracia Buildcon
Private Limited, admitted the CIRP against the entity. By the same order the NCLT
appointed Ms. Manisha Rawat IP Registration No: IBBI/IPA-002/IP-N00233/2017-
18/10684 as the Interim Resolution Professional.
CoC in its 1st meeting held on 14th March, 2019 appoint Ms. Manisha Rawat as Resolution
Professional (RP) and Adjudication Authority (“AA”) vide its order dated 29th April, 2019
has taken on record the continuation of IRP as RP
Further note that an application was filed by RP before AA seeking extension of duration
of CIRP beyond 180 days by 90 days, AA vide its order dated 1st October, 2019 granted
the extension of 90 days period from 180 days period of Corporate Insolvency Resolution
Process. The CIRP will now end on 5th January, 2020. However, pursuant to The Insolvency
and Bankruptcy Code (Amendment) Act 2019 dated 6th August, 2019, all ongoing CIRP of
corporate debtors must be completed within a maximum period of 330 days from the
Corporate Insolvency Commencement Date, including any extension of the period and time
taken in legal proceedings in relation to resolution process of Corporate Debtor.
Accordingly, even after extension order of 90 days, the CIRP of EGBPL will end on 13th
December, 2019.
B-2 PUBLIC ANNOUNCEMENT IN FORM A:
07-02-2019: Public Announcement made by RP on 5th February, 2019 as per the provisions
of Regulation 6 of IBBI (IRP for Corporate Persons) Regulations, 2016 was published in
Financial Express, New Delhi-NCR Edition and in Jansatta, New Delhi-NCR Edition on
8
07th February, 2019.
B-3. CUSTODY OF THE ASSETS OF THE CORPORATE DEBTOR:
17.01.2019: As part of the Corporate Insolvency Resolution Process, Interim Resolution
Professional took the management and control of the activities of the Corporate Debtor.
B-4. INTIMATION OF CIRP TO VARIOUS AUTHORITIES
Interim Resolution professional submitted the copy of order initiating CIRP against the
Corporate Debtor, to various statutory Authorities like ROC, BANKS, GNIDA, EOW etc.
Intimation to various Authorities Date of Receiving Intimation
ROC 04.02.2019
Banks:
1-Axis Bank 09.02.2019
2-Corporation Bank 09.02.2019
3-HDFC Bank 09.02.2019
4-Indian Bank 09.02.2019
5-Yes Bank 09.02.2019
GNIDA(Greater Noida Industrial
Development Authority)
16.04.2019
EOW( Economic Offence Wing) 11.02.2019
Income Tax department 25.06.2019
B-5.REPORT CERTIFYING CONSTITUTION OF COMMITTEE OF CREDITORS:
28-02-2019: The Report certifying the Constitution of Committee of Creditors as per
Regulation 17 (1) of the Insolvency and Bankruptcy of India (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016 (herein after stated as the CIRP Regulation) was
submitted with the Hon’ble National Company Law Tribunal, New Delhi Principal Bench.
B-6. WEBSITE CREATION OF CORPORATE DEBTOR
9
For effective communication with the creditors of the Company and immediate
circulation/dissemination of information to financial creditors of the Company, IRP created
a website www.earthgraciacirp.com . RP displays all relevant information about CIRP on
this website and updates the website at regular intervals. List of claims admitted by RP and
all NCLT orders are also available on this website.
B-7.COMMITTEE OF CREDITORS CLAIMS RECEIVED AND ADMITTED
Based on the claims received and admitted till the date of this report, and also based on the
provisions of the Code and Regulations, as of now, the Committee of Creditors consists of
the Financial Creditors in a class (i.e. Home Buyers)
Till date RP has admitted claims of 264 home buyers. The summary of total claims admitted
till the date of this invitation is as follows:
SUMMARY REPORT OF CLAIMS
No. CREDITORS Principal Amount Admitted (IN INR)
1 Financial Creditor- Home Buyers (up to 04th October,2019) 42,53,62,395
2 Operational Creditor 0
3 Workers / Employees 0
4 Other Creditors 0 TOTAL 42,53,62,395
Please note that the claim submitted by Income Tax Department amounting to Rs.2,61,75,287/-
is pending for admission.
B-8. APPOINTMENT OF MS. MANISHA RAWAT AS RESOLUTION PROFESSIONAL:
14-03-2019:Committee of creditors in its first meeting held on 14th March, 2019 appointed Ms.
Manisha Rawat acting in the capacity of Interim Resolution professional as “RESOLUTION
PROFESSIONAL” to carry out CIR process.
B-9 INVITATION TO EOI PROCESS AND APPROVAL OF ELIGIBILITY CRITERIA
16-05-2019: In the fifth meeting of the Committee of Creditors (CoC) held on the 02nd
September,,2019 the creditors of the Corporate Debtor approved the Eligibility Criteria for
the Prospective Resolution applicants who could submit their expression of Interest. The
eligibility criteria approved by COC is enclosed as “Annexure B”.
10
CHAPTER – C
THE EXPRESSION OF INTEREST (EOI) PROCESS
C-1FORM – G PUBLISHED INNEWSPAPERS
This document is in conformity with the Form G published in Financial Express (English
newspaper) and Jansatta (Hindi newspaper) having circulation in NCT of Delhi and NOIDA
on 05th October,2019 providing brief information of the invitation of the EOI from
prospective resolution applicants for Earth Gracia Buildcon Private Limited.
Form G attached as “Annexure C”
C-2.REQUISITE DOCUMENTS TO BE PROVIDED WITH EOI
The Expression of Interest (EOI) shall be made in format as enclosed with this document
as Annexure “D”as EXPRESSION OF INTEREST.
The EOI shall be unconditional and be accompanied by all documents specified in C-5
including the following documents;
(a) Details of potential resolution applicant in format attached as “Annexure –E”
(b) an undertaking by the prospective resolution applicant that it meets the criteria specified
by the committee under clause (h) of sub-section (2) of section25 (on non-judicial stamp
paper of Rs.100/-) ;
(c) relevant records evidencing that the applicant meets the Eligibility criteria under
clause(a);
(d) an undertaking by the prospective resolution applicant that it does not suffer from any
ineligibility under section 29A of the IBC to the extent applicable (on non-judicial
stamp paper of Rs.100/-, duly notarised) ;
(e) relevant information and records to enable an assessment of ineligibility under
clause(c);
(f) A Demand Draft / Pay-order of INR 25,000 (refundable deposit) that is required to
be submitted along with the EOI documents; (No interest shall be payable on this
amount to be provided along with the EOI.)
Demand Draft Drawn in favour of “Earth Gracia Buildcon Private Limited”
11
Payable at “ Noida”
(g) an undertaking by the prospective resolution applicant(s) that it shall intimate the
resolution professional forthwith if it becomes ineligible at any time during the
corporate insolvency resolution process;
(h) an undertaking by the prospective resolution applicant that every information and
records provided in expression of interest is true and correct and discovery of any false
information or record at any time will render the applicant ineligible to submit
resolution plan, result into forfeiture of any refundable deposit, and attract penal action
under the Insolvency and Bankruptcy Code; and
(i) an undertaking by the prospective resolution applicant to the effect that it shall
maintain confidentiality of the information and shall not use such information to cause
an undue gain or undue loss to itself or any other person and comply with the
requirements under sub-section (2) of section29 of IBC.
(j) A copy of the EOI document signed by the applicants as token of it’s / his / her / their
acceptance of the conditions specified therein.
(k) Board Resolution / Power of Attorney authorizing the submission of EOI and the
authorizing a person to act on behalf of the resolution applicant(s).
C-3 GENERAL GUIDELINES W.R.T EXPRESSION OF INTEREST
a. The last date and time of submission of expression of interest is 21st October, 2019 till
06.00 PM. Please be informed that the expression of interest received after the time specified
here shall be rejected, unless the date is extended by RP/COC.
b. The EOI and documents shall be sent to the resolution professional in person / registered
post / speed post / courier; the resolution professional shall not be held responsible for non-
delivery of EOI and other requisite documents for any reason. To strengthen the process the
EOI, applicants are requested to send an email as confirmation of sending of EOI by post or
other means with details of docket number etc. for tracking.
c. Briefing Session – Pre-EOI submission session – If some more details are required by any
of the EOI applicants or if more clarifications are required, the details can be sought from
the resolution professional whose contact details are already provided in this document.
d. On or before 26th October, 2019 a Provisional list of eligible prospective resolution
applicants will be issued by the Resolution Professional and the same will be communicated
to all the applicants and to the Committee of Creditors. Any objection to the inclusion or
exclusion of an Applicant in the provisional list may be made to the resolution professional
12
with supporting documents within five days from the date of issue of the provisional list.
That is, all the objections shall be received by the resolution professional on or before the
31st October, 2019. The objections may be sent to the email id of the resolution professional.
e. On receiving the objections on the inclusion or exclusion of an EOI applicant specified
above the resolution professional shall be issuing the final list of prospective resolution
applicants on or before 4th November, 2019.
f. The EOI shall state clearly the name of the person to be contacted, the communication
address, email and telephone number for contact in case of need. The communication of the
Provisional List of eligible prospective Resolution Applicants will be made only to the email
id provided by the prospective applicants. The communications to the resolution
professional (other than the EOI document) shall be made to his email id only and shall be
made strictly from the communication email id of the prospective resolution applicant
provided for communication in the EOI.
g. The prospective Resolution Applicants shall bear all the costs associated with the
submission of EOI / Resolution Plans and the Resolution Professional or the Committee of
Creditors, regardless of the conduct or outcome of the process, will not be responsible for
any costs thereof.
h. The prospective Resolution Applicants must intimate the Resolution Professional
immediately in writing of any material change to the information contained in the EOI /
Resolution Plan, including any substantial changes in their ownership or their financial or
technical capability. Copies of the relevant documents substantiating any such changes must
be submitted along with such intimation.
i. This document specified different dates as last dates for various activities in the resolution
process period, these dates shall be adhered to by all concerned. If the last date of receipt of
a document happens to be a holiday for the office of the Resolution Professional, the next
working day of the Resolution Professional shall be considered for the receipt of that
specified document. The office of the resolution professional follows the bank holidays
followed in the State of Uttar Pradesh, as its holiday (except the fourth Saturday holidays
of banks).
C-4. MODE OF SENDING EOI & DOCUMENT as earlier specified, the EOIs shall be
submitted in person or by registered post or speed post or courier to the office of the
resolution professional. All Prospective Resolution Applicants who meet the requirements
of the invitation for expression of interest and wishes to submit expression of interest, shall
submit the same latest by 6:00 PM on 21st October, 2019
The EOIs and all documents sent by registered / speed post or courier and shall be addressed
to the Resolution Professional at the address provided in this Form G / this document. The
13
Resolution Professional will not be responsible for any delay in postal / courier transmission
and the prospective Resolution Applicants themselves shall ensure that the EOIs are
delivered to the office of the Resolution Professional before the specified date and time.
The EOIs will be received at the office of the Resolution Professional on all working days,
between 10 AM to 6 PM. The EOI received after the last date and time of receiving the EOI
shall not be accepted for any reason. However, if the last day happens to be a holiday for
the office of the Resolution Professional, the next working day shall be considered as the
last date of receiving the EOI.
At the top part of the cover in which the EOI and documents are sent shall be written “EOI
FOR RESOLUTION PROCESS OF EARTH GRACIA BUILDCON PRIVATE LIMITED”
C-5. ILLUSTRATIVE LIST OF DOCUMENTS AS SUPPORTING OF E.O.I
All prospective resolution applicants who wish to submit EOI shall submit relevant records
of authority including the evidence of meeting the criteria under section 25 (2) (h) of IBC,
2016 r/w Regulations thereto; an illustrative list of documents in support of eligibility is
provided below; the list need not be construed as inclusive of all relevant records.
Letter stating Expression of Interest of the Resolution Applicant(s) signed by the
person(s) authorized to make the EOI on behalf of the Applicant;
Copy of PAN Card of the Resolution Applicant(s);
Copy of Incorporation document of the Resolution Applicant(s);
Copy of Memorandum and Articles of Association, in case the Resolution Applicant
is a Company, constitutional document in case of LLP, registered copy of
Partnership Deed in case of Partnership firms;
Copy of KYC including Address Proof of the Resolution Applicant(s);
Copy of KYC of the person(s) authorized to represent the Resolution Applicant(s);
Copy of appropriate Board Resolutions, wherever applicable, (separate resolution of
all the participants, in case of joint applicants) authorizing the participation (either
singly or jointly with others named in resolution), and also authorizing officials to
represent the Resolution Applicant;
14
Copies of Audited Annual Report, in case of Companies, for the previous 3 Financial
Years;
Certificate of net worth issued by a Chartered Accountant in case of Individual
resolution applicant(s);
Undertakings / Documents as stated in C-2 (REQUISITE
DOCUMENTS TO BE PROVIDED WITH EOI) above; AND
Other Documents evidencing that the Resolution Applicant(s) meet the Minimum
Eligibility Criteria approved by the Committee of Creditors under section 25(2)(h),
if the same is not revealed from the items listed above;
The Resolution Professional shall issue the Information Memorandum (“IM”), Evaluation
Matrix and a Request for Resolution Plan” within five days of the date of issue of the
provisional list of eligible prospective resolution applicants. These documents shall be provided
to every prospective resolution applicant. IM will be shared with Resolution Applicants after
receiving an undertaking from applicants that he/they shall maintain confidentiality of the
information and shall not use such information to cause an undue gain or undue loss to itself or
any other person and comply with the requirements under section 29(2).(Format enclosed as
Annexure -F)
TENTATIVE TIMELINES OF VARIOUS EVENTS:
The Corporate Insolvency Resolution Process is a time bound process and therefore the
importance of observance of time schedules assumes great importance. The following are
the time schedules fixed and shall be adhered to by all concerned.
The important dates in the Resolution Plan process are as under:
05-10-2019: Newspaper advertisement in Form G
05-10-2019: Detailed Invitation for EOI will be made available on the website of
the Corporate Debtor, “EARTH GRACIA BUILDCON PRIVATE LIMITED”,
www.earthgraciacirp.com.
21-10-2019: Last date of submission EOI at the office of the Resolution Professional
by 6:00 PM 26-10-2019: Date of issue of Provisional list of eligible prospective
resolution applicants.
15
31-10-2019: Last date of receipt of Objection, if any, of inclusion / exclusion in the
Provisional list of prospective resolution applicants.
04-11-2019: Issue of Final list of eligible prospective resolution applicants.
31-10-2019: Issuance of RFRP (Request for Resolution Plans).
31-10--2019: Issue of Information Memorandum, Evaluation Matrix.
30-11-2019: Last date of receipt of Resolution Plans.
CHAPTER – D
MINIMUM ELIGIBILITY CRITERIA AS PER SECTION 25 (2) (h) of IBC,
2016 ASAPPROVED BY THE COC
The Minimum Eligibility Criteria for the prospective Resolution Applicants of the
corporate debtor “Earth Gracia Buildcon Private Limited” as approved by the
Committee of Creditors in its Meeting held on 02-09-2019 is provided in ANNEXURE-
B.
CHAPTER – E
MANDATORY INELIGIBILITY CRITERIA OF PROSPECTIVE
RESOLUTION APPLICANTS UNDER SECTION 29 A OF IBC 2016
(AS AMENDED FROM TIME TO TIME)
GENERAL:
In this document, the Code shall mean the Insolvency and Bankruptcy Code, 2016 and the
CIRP Regulation shall mean the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Debtor) Regulations, 2016, as amended up to date and as
applicable to the CIRP under consideration.
CLAUSE (h) OF SUB-SECTION (2) OF SECTION 25 OF THECODE:
16
Section 25 (2) (h): For the purpose of sub-section (1) the resolution professional shall
undertake the following actions, namely:- Invite prospective resolution applicants, who
fulfil such criteria as may be laid down by him with the approval of committee of creditors,
having regard to the complexity and scale of operations of the business of the corporate
debtor and such other conditions as may be specified by the Board, to submit a resolution
plan or plans.
SECTION 29A OF THECODE:
Resolution Applicants shall submit a declaration on Rs.100/- stamp paper (duly notarized)
along with an affidavit stating that he is eligible to be Resolution Applicant as per the provisions
of section 29 A of IBC 2016. (Format attached as Annexure -BA)
[PERSONS NOT ELIGIBLE TO BE RESOLUTION APPLICANT]
A person shall not be eligible to submit a resolution plan if such person acting jointly or in
concert with such person-
(a) is an un-discharged insolvent;
(b) is a willful defaulter in accordance with the guidelines of the Reserve Bank of India
issued under the Banking Regulation Act, 1949 (10 of1949);
(c) at the time of submission of the resolution plan has an account, or an account of a
corporate debtor under the management or control of such person or of whom such
person is a promoter, classified as non-performing asset in accordance with the
guidelines of the Reserve Bank of India issued under the Banking Regulation Act,
1949 (10 of 1949) or the guidelines of a financial sector regulator issued under any
other law for the time being in force, and at least a period of one year has lapsed from
the date of such classification till the date of commencement of the corporate
insolvency resolution process of the corporate debtor;
Provided that the person shall be eligible to submit a resolution plan if such person makes
payment of all overdue amounts with interest thereon and charges relating to non-
performing asset accounts before submission of resolution plan;
Provided further that nothing in this clause shall apply to a resolution applicant where such
applicant is a financial entity and is not a related party to the corporate debtor;
17
Explanation 1 – For the purpose of this proviso, the expression “related party” shall not
include a financial entity, regulated by a financial sector regulator, if it is a financial creditor
of the corporate debtor and is a related party of corporate debtor solely on account of
conversion or substitution of debt into equity shares or instruments convertible into equity
shares, prior to the insolvency commencement date.
Explanation II – For the purposes of this clause, where a resolution applicant has an
account, or an account of a corporate debtor under the management or control of such person
or of whom such person is a promoter, classified as non-performing asset and such account
was acquired pursuant to a prior resolution plan approved under this Code, then the
provisions of this clause shall not apply to such resolution applicant for a period of three
years from the date of approval of such resolution plan by the Adjudicating Authority under
this Code;
(d) has been convicted for any offence punishable with imprisonment–
i. of two years or more under any Act specified under the Twelfth Schedule; or
ii. for seven years or more under any other law for the time being in force;
Provided that this clause shall not apply to a person after the expiry of a period of two years
from the date of his release from imprisonment;
Provided further that this clause shall not apply in relation to a connected person referred
to in clause (iii) of Explanation I;
(e) is disqualified to act as a director under the Companies Act, 2013 (18 of 2013);
Provided further that this clause shall not apply in relation to a connected person referred
to in clause (iii) of Explanation 1;
(f) is prohibited by the Securities and Exchange Board of India from trading in securities
or accessing the securities markets;
(g) has been a promoter or in the management or control of a corporate debtor in which
a preferential transaction, undervalued transaction, extortionate credit transaction or
fraudulent transaction has taken place and in respect of which an order has been made
by the Adjudicating Authority under this Code;
Provided that this clause shall not apply if a preferential transaction, undervalued
transaction, extortionate credit transaction or fraudulent transaction has taken place prior to
18
the acquisition of the corporate debtor by the resolution applicant pursuant to a resolution
plan approved under this Code or pursuant to a scheme or plan approved by a financial
sector regulator or a court, and such resolution applicant has not otherwise contributed to
the preferential transaction, undervalued transaction, extortionate credit transaction or
fraudulent transaction;
(h) has executed a guarantee in favour of a creditor in respect of a corporate debtor
against which an application for insolvency resolution made by such creditor has
been admitted under this Code and such guarantee has been invoked by the creditor
and remains unpaid in full or part;
(i) is subject to any disability, corresponding to clauses (a) to (h), under any law in a
jurisdiction outside India; or
(j) has a connected person not eligible under clauses (a) to(i).
Explanation I - For the purposes of this clause, the expression “connected person” means-
(i) any person who is the promoter or in the management or control of the resolution
applicant; or
(ii) any person who shall be the promoter or in the management or control of the business
of the corporate debtor during the implementation of the resolution plan; or
(iii) the holding company, subsidiary company, associate company or related party of a
person referred to in clauses (i) and(ii)
Provided that nothing in clause (iii) of Explanation I shall apply to a resolution applicant
where such applicant is a financial entity and is not a related party of the corporate debtor:
Provided further that the expression "related party" shall not include a financial entity,
regulated by a financial sector regulator, if it is a financial creditor of the corporate debtor
and is a related party of the corporate debtor solely on account of conversion or substitution
of debt into equity shares or instruments convertible into equity shares, prior to the
insolvency commencement date;
Explanation II—For the purposes of this section, "financial entity" shall mean the following
entities which meet such criteria or conditions as the Central Government may, in
consultation with the financial sector regulator, notify in this behalf, namely:—
19
(a) a scheduled bank;
(b) any entity regulated by a foreign central bank or a securities market regulator or other
financial sector regulator of a jurisdiction outside India which jurisdiction is compliant
with the Financial Action Task Force Standards and is a signatory to the International
Organization of Securities Commissions Multilateral Memorandum of Understanding;
(c) any investment vehicle, registered foreign institutional investor, registered foreign
portfolio investor or a foreign venture capital investor, where the terms shall have the
meaning assigned to them in regulation 2 of the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017
made under the Foreign Exchange Management Act, 1999 (42of1999);
(d) an asset reconstruction company register with the Reserve Bank of India under
section 3 of the Securitization and Reconstruction of Financial Assets and Enforcement
of Security Interest Act, 2002 (54 of2002);
(e) an Alternate Investment Fund registered with Securities and Exchange Board of
India;
(f) such categories of persons as may be notified by the Central Government.
20
CHAPTER – F
MANDATORY CRITERIA OF RESOLUTION PLANS
F-1. GENERAL
The Mandatory Criteria of Resolution Plans as contained in the Code and the CIRP
Regulation are stated below; the Code shall mean the Insolvency and Bankruptcy Code,
2016 and the CIRP Regulation shall mean the Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process for Corporate Debtor) Regulations, 2016, as amended up to
date.
F-2. SECTION 30 OF THE CODE:
(1) A resolution applicant may submit a resolution plan along with an affidavit stating that
he is eligible under section 29A to the Resolution Professional prepared on the basis of
the information memorandum. The Resolution Professional shall examine each
resolution plan received by him to confirm that each resolution plan:
(a) provides for the payment of the IRP Costs in the manner specified by the Board in
priority to the payment of other debts of the corporate debtor.
(b) provides for payment of debts of operational creditor in such manner as specified by
the Board which shall not be less than the amount to be paid to the operational
creditors in the event of a liquidation of the corporate debtor under section 53.
(c) provides for management of the affairs of the CD after approval of the Resolution
Plan.
(d) the implementation and supervision of the resolution plan;
(e) does not contravene any of the provisions of the law for the time being in force;
(f) Confirms to such other requirements as may be specified by the Board.
Explanation: For the purpose of clause (e), if any approval of shareholders is required under
the Companies Act, 2013 (18 of 2013) or any other law for the time being in force for the
21
implementation of actions under the resolution plan such approval shall be deemed to have
been given and it shall not be a contravention of that Act or Law.
(2) The resolution professional shall present to COC for its approval such resolution plans
which confirms the condition referred to in sub-section(2)
(3) The committee of creditors may approve a resolution plan by a vote of not less than
sixty-six per cent of voting share of the financial creditors, after considering its feasibility
and viability, and such other requirements as may be specified by the Board:
Provided that the committee of creditors shall not approve a resolution plan, submitted
before the commencement of the Insolvency and Bankruptcy Code (Amendment)
Ordinance, 2017, where the resolution applicant is ineligible under section 29A and may
require the resolution professional to invite a fresh resolution plan where no other resolution
plan is available with it:
Provided further that where the resolution applicant referred to in the first proviso is
ineligible under clause (c) of section 29A, the resolution applicant shall be allowed by the
committee of creditors such period, not exceeding thirty days, to make payment of overdue
amounts in accordance with the proviso to clause (c) of section 29A:
Provided also that nothing in the second proviso shall be construed as extension of period
for the purposes of the proviso to sub-section (3) of section 12, and the corporate insolvency
resolution process shall be completed within the period specified in that sub- section”.
Provided also that the eligibility criteria in section 29A as amended by the Insolvency and
Bankruptcy Code (Amendment) Ordinance, 2018 shall apply to the resolution applicant
who has not submitted resolution plan as on the date of commencement of the Insolvency
and Bankruptcy Code (Amendment Ordinance, 2018).
(4) The resolution applicant may attend the meeting of the committee of creditors in which
the resolution plan of the applicant is considered:
Provided that the resolution applicant shall not have a right to vote at the meeting of the
committee of creditors unless such resolution applicant is also a financial creditor.
(5) The RP shall submit the resolution plan as approved by the committee of creditors to
the Adjudicating Authority
22
F-3: REGULATION 37 OF THE CIRP REGULATION:
REG.37.A resolution plan shall provide for the measures, as may be necessary, for
insolvency resolution of the corporate debtor for maximization of value of its assets,
including but not limited to the following:-
(a) transfer of all or part of the assets of the corporate debtor to one or more persons;
(b) sale of all or part of the assets whether subject to any security interest or not;
(c) the substantial acquisition of shares of the corporate debtor, or the merger or
consolidation of the corporate debtor with one or more persons;
(d) satisfaction or modification of any security interest;
(e) curing or waiving of any breach of the terms of any debt due from the corporate
debtor;
(f) reduction in the amount payable to the creditors;
(g) extension of a maturity date or a change in interest rate or other terms of a debt due
from the corporate debtor;
(h) amendment of the constitutional documents of the corporate debtor;
(i) issuance of securities of the corporate debtor, for cash, property, securities, or in
exchange for claims or interests, or other appropriate purpose;
(j) change in portfolio of goods or services produced or rendered by the corporate
debtor;
(k) change in technology used by the corporate debtor; and
(l) Obtaining necessary approvals from the Central and State Governments and other
authorities.”
F-4:REGULATION 38 OF CIRP REGULATION (MANDATORY CONTENTS
OFRESOLUTION PLANS)
REG. 38 (1) the amount due to the operational creditors under a resolution plan shall be
23
given priority in payment over financial creditors.
(1A) a resolution plan shall include a statement as to how it has dealt with the interests of
all stakeholders, including financial creditors and operational creditors, of the corporate
debtor.
(2) A resolution plan shall provide:
(a) the term of the plan and its implementation schedule;
(b) the management and control of the business of the corporate debtor during its term; and
(c) adequate means for supervising its implementation.
(3) A resolution plan shall demonstrate that–
(a) it addresses the cause of default;
(b) it is feasible and viable;
(c) it has provisions for its effective implementation;
(d) it has provisions for approvals required and the timeline for the same; and
(e) The resolution applicant has the capability to implement the resolution plan.
Date: 05-10-2019 Manisha Rawat
Place: NOIDA Resolution Professional
Earth Gracia Buildcon Private Limited
IP Reg. No: IBBI/IPA-002/IP-N00233/2017-18/10684
24
DISCLAIMERS TO THE DETAILED INVITATION TO EOI
This document named “Detailed Invitation to EOI” is formulated by the Resolution
Professional, Manisha Rawat. The purpose of this document is to assist the recipient in deciding
whether they wish to proceed with participating in the EOI process, having regard to the nature
and size of the business under consideration. There are eligibility criteria(s) fixed by the
Committee of Creditors of the Corporate Debtor and there are also ineligibility criteria as per
the provisions of IBC, 2016 and the CIRP Regulations. These provisions are provided in order
to assist the recipient in examine the meeting of eligibility criteria before taking a decision on
the participation in the EOI process.
The information contained herein is not intended to form the basis of any investment decision
by a prospective resolution applicant. Interested parties should carry out their own
investigations and analysis of the Corporate Debtor and of the data referred to in this Detailed
Invitation to EOI and should consult their own advisers before submitting a EOI. Neither this
document, nor anything contained herein, should form the basis of, or be relied upon in
connection with any contract, agreement, undertaking, understanding or any commitment or
investment decision whatsoever.
The information contained/disclosed in the Detailed Invitation to EOI is as provided by the
stake-holders of the Corporate Debtor. No representation or warranty, express or implied, is
given by the stake-holders, any of its officers, employees or its agents to the Resolution
Professional as to the accuracy, authenticity or completeness of the contents of this Detailed
Invitation to EOI or any other document or information supplied, nor is any such party under
any obligation to update the information or correct any inaccuracies or omissions in it which
may exist or become apparent. This document should not be considered as a recommendation
by the Corporate Debtor or any stake-holders, any of its officers, employees or its agents, or the
Resolution Professional to invest in the Corporate Debtor and each prospective applicant must
make its own independent assessment of the merits or otherwise of investing in the corporate
debtor.
No responsibility or liability is accepted for any loss or damage arising whatsoever that you
may suffer as a result of the information contained herein and any and all responsibility and
liability is expressly disclaimed by the Resolution Professional and its officers and employees.
Date: 05-10-2019 Manisha Rawat
Place: NOIDA Resolution Professional
IP Reg. No: IBBI/IPA-002/IP-N00233/2017-18/10684
25
26
27
28
29
30
31
32
33
Annexure –B
Eligibility Criteria under Section 25 (2)(h) for prospective Resolution Applicants in the matter of M/s. Earth GraciaBuildcon Private Limited
The Prospective Resolution Applicants (“PRAs”) must satisfy the following eligibility criteria, PART A. For PRAs that are Corporates- Private/ Public limited company, LLP, body corporate whether incorporated in India or outside India Minimum Tangible Net Worth (“TNW”) INR 15 Crore in the immediately
preceding completed financial year on standalone basis and
Minimum average revenue/turnover of INR 30 Cr. for the past three completed financial years,
(Note : Net Worth shall be computed as aggregate value of paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, and does not include capital reserves including reserves created out of revaluation of assets, write back of depreciation and amalgamation). PART B. For PRAs that are Financial Investors- Foreign Investment Institutions (FII) / Mutual Funds / Private Equity/ Venture Capital Funds, Domestic/ foreign Investment institutions, Non-Banking Finance Companies (NBFC), Asset reconstruction Companies, Banks and similar entities Minimum Asset Under Management (“AUM”) or funds deployed of INR 80 Crore
in the immediately preceding completed financial year;
or Committed funds available for investment/ deployment in Indian companies or
Indian assets of INR 80 Crore in the immediately preceding completed financial year
34
PART C. For Consortium PRA may be a “Consortium”. “Consortium” shall mean any person acting together with another person as a consortium/joint bidder or joint venture (whether incorporated or not) for the purpose of submission of the EOI and Resolution Plan for the Company. Member of Consortium Potential Resolution Applicant must satisfy eligibility criteria mentioned in Point “A” or “B” above, as applicable
Note (For Consortium):
Where the EOI is being submitted by a consortium of joint bidders (“Consortium”), the EOI, shall be signed by each member of the Consortium. Also to be noted that: a. A Person cannot be part of more than 1 (one) consortium submitting the EOI for the Company. Further a Person shall submit only 1 (one) EOI, either individually as a PRA or as a constituent of a Consortium; b. The Consortium shall submit the copy of consortium agreement/MOU, if any, entered into between the Consortium members, setting out the respective obligations of the Consortium members; c. Each member of the Consortium shall nominate and authorize a Lead Partner to represent and act on behalf of the members of the Consortium. Such Lead Partner shall be the single point of contact on behalf of the Consortium with the Resolution Professional and the CoC, their representative and advisors in connection with all matters pertaining to the Consortium; d. The members of the Consortium shall be jointly and severally liable in respect of obligations under the EOI/ undertakings given to the Resolution Professional; e. If any 1 (one) member of the Consortium is disqualified under Section 29A of the Code, then the entire Consortium; i.e., all the members of such Consortium shall stand disqualified; f. The EOI must detail the members of the Consortium, the Lead Member and the proposed percentage holding of each member ;
35
g. Lead Member of the Consortium shall be identified at the time of submission of EOI and shall hold at least 26% of the total equity share capital ; h. each member of consortium shall hold at least 10% of the equity share capital of special purpose vehicle; i. No change of Lead Member or any member whose financials have been considered towards the eligibility criteria may be permitted post submission of EOI (except with approval of the COC); j. Further conditions/criteria including control, lock in restrictions, and other eligibility conditions at the sole discretion of RP/CoC may be stipulated in the documents further provided to qualified Resolution Applicants.
36
(Annexure- BA)
DECLARATION UNDER SECTION 29A OF IBC
(To be notarized and executed on stamp paper of Rs.100/-)
In the matter of Corporate Insolvency Resolution Process of Earth Gracia Buildcon
Private Limited under the provisions of the Insolvency and Bankruptcy Code, 2016
Execution instructions:
• Foreign entities submitting expression of interest /resolution plan are required to
follow the applicable law in their country and ensure that the documents submitted as
part of the expression of interest / resolution plan are appropriately apostilled, and
stamp duty paid in India before submission to the resolution professional.
• The execution of this affidavit must be authorized by a duly passed resolution of the
board of directors of the prospective resolution applicant or any sub-committee of the
board (if so authorized by the board).
• Each page of the affidavit is required to be signed by the prospective resolution
applicant at the bottom of the page and on the execution page, the deponent must affix
his/her full signature and additionally affix the rubber stamp seal of the prospective
resolution applicant.
• Where the resolution applicant is a consortium, said affidavit shall be furnished by
each member of the consortium.
• Kindly fill in the requisite details in each of the items where information is left blank
or has been sought.
AFFIDAVIT
I, [name of the Chairman/Managing Director/Director/Authorized Person of
Resolution Applicant, authorized by the Board of the Resolution Applicant for giving
such affidavit], son of [ ], aged about [ ] years, currently
residing at [Address to be inserted] and having Aadhaar / Passport number [ ],on
behalf of[name of the resolution applicant]having registered office at[ ]
(“Resolution Applicant”, , a term which also includes any person acting jointly with
the Resolution Applicant), do solemnly affirm and state to the committee of creditors
(“CoC”) of Earth Gracia Buildcon Pvt. Ltd. ( “Company”) and the resolution
professional of the Company (“RP”) as follows:
1. That I am duly authorized and competent to make and affirm the instant affidavit for
and on behalf of the Resolution Applicant in terms of the [resolution of its board of
directors/ power of attorney- to provide other necessary details of such authorization].
The said document is true, valid and genuine to the best of my knowledge, information
37
and belief.
2. That neither the Resolution Applicant, nor any other person acting jointly or in concert
with the Resolution Applicant, nor any ‘connected person’ (as defined under Section
29A of the Insolvency and Bankruptcy Code, 2016,as amended from time to time
(“Code”) and nor any other person covered under Section 29A of the Code:
(a) is an undischarged insolvent;
(b) is a willful defaulter in accordance with the guidelines of the Reserve Bank of India
issued under the Banking Regulation Act,1949;
(c) is at the time of submission of the expression of interest and / or resolution plan a
person who,(i) has an account which has been classified as non-performing asset in
accordance with the guidelines of the Reserve Bank of India issued under the Banking
Regulation Act, 1949 or the guidelines of a financial sector regulator issued under any
other law for the time being in force, or(ii) controls or manages or is the promoter of a
corporate debtor whose account has been, classified as non-performing asset in
accordance with the guidelines of the Reserve Bank of India issued under the Banking
Regulation Act, 1949 or the guidelines of a financial sector regulator issued under any
other law for the time being in force; and such classification has continued for a period
of one year or more from the date of such classification till the date of commencement
of the corporate insolvency resolution process of the Company and all such overdue
amounts along with interest, costs and charges thereon have not been fully repaid at
the time of submission of expression of interest and / of resolutionplan;1
(d) has been convicted for any offence punishable with imprisonment–
(i) for two years or more under any statute specified under the Twelfth Schedule of the
Code and two years have not passed from the date of release from such
imprisonment; or
(ii) for seven years or more under any law for the time being in force and two years
have not passed from the date of release from such imprisonment;
If the resolution applicant is a financial entity and is not a related party of the
corporate debtor, taking into consideration the Explanation I to Section 29A(c) of the
Code, such person may delete this provision.
(e) is disqualified to act as a director under the Companies Act,2013;
(f) is prohibited by the Securities and Exchange Board of India from trading in securities
38
or accessing the securities markets;
(g) has been a promoter or in the management of or control of a corporate debtor in which
any preferential transaction or undervalued transaction or extortionate credit
transaction or fraudulent transaction has taken place and in respect of which an order
has been made by the Hon’ble National Company Law Tribunal (or its appellate
tribunal / court) under the Code (other than a preferential transaction, undervalued
transaction, extortionate credit transaction or fraudulent transaction which has taken
place without any contribution by the Resolution Applicant in an entity acquired by
the Resolution Applicant, prior to such acquisition by way of a resolution plan
approved under the Code or pursuant to a scheme or plan approved by a financial sector
regulator or court);
(h) has executed a guarantee in favour of a creditor, in respect of a corporate debtor against
which an application for insolvency resolution made by such creditor has been
admitted under the Code and such guarantee has been invoked by the creditor and
remains unpaid in full or in part; and
(i) is subject to any disability, corresponding to the aforesaid conditions under any law in
a jurisdiction outside India.
3. That the Resolution Applicant unconditionally and irrevocably agrees and undertakes
that it shall make full disclosure in respect of itself and all its connected persons as
required under Regulation 38(3) of the Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as
applicable to the corporate insolvency resolution process of the Corporate Debtor.
4. That neither the Resolution Applicant, nor any other person acting jointly or in concert
with the Resolution Applicant, nor any ‘connected person’ (as defined under Section
29A of the Code) has:
i. withdrawn or sought any deviation to its resolution plan in any corporate insolvency
resolution process, or avoided or delayed or defaulted in the implementation of the
resolution plan approved by the committee of creditors / Adjudicating Authority; or
delayed or failed to implement any conditions as contained in the process document /
note issued under any corporate insolvency resolution process (including the
submission of any guarantee / security documents as envisaged under the process
document / note of any corporate insolvency resolution process);
ii. had any resolution plan filed by it withdrawn / rejected or applied to be withdrawn /
rejected from the Adjudicating Authority / committee of creditors owing to any non-
compliance / default by it;
iii. failed to implement its resolution plan approved by committee of creditors /
Adjudicating Authority in accordance with its terms; or
iv. in order to avoid the obligations under its resolution plan approved by committee of
39
creditors / Adjudicating Authority, challenged the process document / note or process
there under issued by a resolution professional / committee of creditors with respect to
a corporate insolvency resolution process, in any court of law or sought any deviation
from the resolution plan submitted by it which is not acceptable to the committee of
creditors of the relevant matter.
5. That the Resolution Applicant unconditionally and irrevocably represents, warrants
and confirms that it is eligible under the terms and provisions of the Code (read with
the relevant regulations framed there under) to submit an expression of interest and a
resolution plan and it shall provide all documents, representations and information as
may be required by the RP or the CoC to substantiate that the Resolution Applicant is
eligible under the Code and the rules and regulations there under to submit a resolution
plan in respect of the Company.
6. That the Resolution Applicant unconditionally and irrevocably undertakes that it shall
provide all data, documents and information as may be required to verify the statements
made under this affidavit.
7. That the Resolution Applicant understands that the RP and the CoC may evaluate the
expression of interest and / or resolution plan to be submitted by the Resolution
Applicant or any other person acting jointly with it and such evaluation shall be on the
basis of the confirmations, representations and warranties provided by the Resolution
Applicant under this affidavit.
8. That the Resolution Applicant agrees that each member of the CoC and the RP are
entitled to rely on the statements and affirmations made in this affidavit for the
purposes of determining the eligibility and assessing, agreeing and approving the
resolution plan submitted by the Resolution Applicant.
9. That in the event any of the statements contained herein are found to be untrue or
incorrect, then the Resolution Applicant unconditionally agrees to indemnify and hold
harmless the RP and each member of the CoC against any losses, claims or damages
incurred by the RP and / or the members of the CoC on account of such ineligibility of
the Resolution Applicant.
10. That the Resolution Applicant agrees and undertakes to disclose/inform forthwith, to
the RP and the members of the CoC, if the Resolution Applicant becomes aware of any
change in factual information in relation to it or its connected person (as defined under
the Code) which would make it ineligible under any of the provisions of Section 29A
of the Code at any stage of the corporate insolvency resolution process of the
Company, after the submission of this affidavit.
40
11. That if, at any time after the submission of this affidavit and before the approval of the
Resolution Applicant’s resolution plan by the Hon’ble National Company Law
Tribunal under the Code, the Resolution Applicant becomes ineligible to be a
resolution applicant as per the provisions of the Code (and in particular Section 29A of
the Code), the fact of such ineligibility shall be forthwith brought to the attention of
the RP and the CoC.
12. That this affidavit shall be governed in accordance with the laws of India and the NCLT
New Delhi /Courts of New Delhi shall have the exclusive jurisdiction over any dispute
arising under this affidavit.
SOLEMNLY AFFIRMED AT
ON THIS THE [ ] DAY OF [__________] 2019
DEPONENT
Before me,
Notary/ Oath Commissioner
VERIFICATION:
I, [name of the chairman/managing director/director/authorized person of resolution
applicant, authorized by the Board of the resolution applicant company (in case of a
company) for giving such affidavit], the deponent above named, on behalf of [name of
the resolution applicant], having registered office at [________________],do hereby
verify and state that the contents of the above affidavit are true to the best of my
knowledge and nothing material has been concealed therein.
Verified at [ ], on this the [ ] day of [______]2019.
DEPONENT
34
PART C. For Consortium PRA may be a “Consortium”. “Consortium” shall mean any person acting together with another person as a consortium/joint bidder or joint venture (whether incorporated or not) for the purpose of submission of the EOI and Resolution Plan for the Company. Member of Consortium Potential Resolution Applicant must satisfy eligibility criteria mentioned in Point “A” or “B” above, as applicable
Note (For Consortium):
Where the EOI is being submitted by a consortium of joint bidders (“Consortium”), the EOI, shall be signed by each member of the Consortium. Also to be noted that: a. A Person cannot be part of more than 1 (one) consortium submitting the EOI for the Company. Further a Person shall submit only 1 (one) EOI, either individually as a PRA or as a constituent of a Consortium; b. The Consortium shall submit the copy of consortium agreement/MOU, if any, entered into between the Consortium members, setting out the respective obligations of the Consortium members; c. Each member of the Consortium shall nominate and authorize a Lead Partner to represent and act on behalf of the members of the Consortium. Such Lead Partner shall be the single point of contact on behalf of the Consortium with the Resolution Professional and the CoC, their representative and advisors in connection with all matters pertaining to the Consortium; d. The members of the Consortium shall be jointly and severally liable in respect of obligations under the EOI/ undertakings given to the Resolution Professional; e. If any 1 (one) member of the Consortium is disqualified under Section 29A of the Code, then the entire Consortium; i.e., all the members of such Consortium shall stand disqualified; f. The EOI must detail the members of the Consortium, the Lead Member and the proposed percentage holding of each member ;
35
g. Lead Member of the Consortium shall be identified at the time of submission of EOI and shall hold at least 26% of the total equity share capital ; h. each member of consortium shall hold at least 10% of the equity share capital of special purpose vehicle; i. No change of Lead Member or any member whose financials have been considered towards the eligibility criteria may be permitted post submission of EOI (except with approval of the COC); j. Further conditions/criteria including control, lock in restrictions, and other eligibility conditions at the sole discretion of RP/CoC may be stipulated in the documents further provided to qualified Resolution Applicants.
FORM G INVITATION FOR EXPRESSION OF INTEREST
(Under Regulation 36A (1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
RELEVANT PARTICULARS
1. Name of the corporate debtor EARTH GRACIA BUILDCON PRIVATE LIMITED
2. Date of incorporation of corporate debtor 28th August 2012
3. Authority under which corporate debtor is incorporated / registered
Registrar of Companies, NCT of Delhi & Haryana
4. Corporate identity number / limited liability identification number of corporate debtor
U70109DL2012PTC241159
5. Address of the registered office and principal office (if any) of corporatedebtor
Registered Office: B-100, Second Floor, Naraina Industrial Area, Phase-1 Delhi West Delhi DL 110028 Communication Address (RP office): A-1/B, Third Floor, T-02. Sector-16, NOIDA, U.P.201301
6. Insolvency commencement date of the corporate debtor
17th January 2019
7. Date of invitation of expression of interest 05th October, 2019
8. Eligibility for resolution applicants under section 25(2)(h) of the Code is available at:
As mentioned in detailed Invitation for expression of Interest. It will be sent to Resolution Applicants through mail and Detail EOI also Posted on website http://www.earthgraciacirp.com 9. Norms of ineligibility applicable under
section 29A are available at: As mentioned in detailed Invitation for expression of Interest. It will be sent to Resolution Applicants through mail and Detail EOI also Posted on website http://www.earthgraciacirp.com
10. Last date for receipt of expression of interest
21st October, 2019
11. Date of issue of provisional list of prospective resolution applicants
26th October, 2019
12. Last date for submission of objections to provisional list
31st October, 2019
13. Date of issue of final list of prospective resolution applicants
4th November, 2019
14. Date of issue of information memorandum, evaluation matrix and request for resolution plans to prospective resolution applicants
31st October, 2019
15. Manner of obtaining request for resolution plan, evaluation matrix, information memorandum and further information
Only such applicants that meet the eligibility criteria (as per point no. 8 above) and have signed the non-disclosure agreement and undertaking, will be provided access to the request for resolution plan, evaluation matrix, information memorandum. The applicant can raise specific request at e-mail [email protected]. Further, prospective resolution applicants should regularly visit the website (http://www.earthgraciacirp.com) to keep themselves updated regarding classifications, amendments or extensions of time, if any.
16. Last date for submission of resolution plans
30th November, 2019 upto 18:00 hours
17. Manner of submitting resolution plans to resolution professional
Resolution plan shall be submitted in the sealed envelope address to Resolution Professional. Details will be provided in the “Request for Resolution Plan” document.
18. Estimated date for submission of resolution plan to the Adjudicating Authority for approval
12th December, 2019
19. Name and registration number of the resolution professional
Name: Manisha Rawat Regn. No. IBBI/IPA-002/IP-N00233/2017-18/10684
20. Name, Address and email of the resolution professional, as registered with the Board
Name: Manisha Rawat A-1/B, Third Floor, T-02, Sector 16, Noida-201301 Email id: [email protected]
21. Address and email to be used for correspondence with the resolution professional
A-1/B, Third Floor, T-02, Sector 16, Noida-201301 Email id: [email protected]
22. Further Details are available at or with http://www.earthgraciacirp.com and Ms. Manisha Rawat (Resolution professional) at A-1/B, Third Floor, T-02, Sector 16, Noida-201301
23. Date of publication of Form G 5th October, 2019
i) RP / COC shall have discretion to change the criteria for the EOI at any point of time; ii) RP/COC reserves the right to cancel or modify the process/application without assigning
any reason and without any liability whatsoever.
Name: Manisha Rawat Date: 05.10.2019 Resolution Professional – Earth Gracia Buildcon Private Limited Place: DELHI Regn. No. IBBI/IPA-002/IP-N00233/2017-18/10684 A-1/B, Third Floor, T-02, Sector 16, Noida-201301 Email id: [email protected]
43
(Annexure- D)
Expression of Interest
To,
Ms. Manisha Rawat
Resolution Professional
Earth Gracia Buildcon Private Limited
Subject: Expression of Interest (EOI) for Earth Gracia Buildcon Pvt. Ltd.
Dear Madam,
This in regard to the advertisement published in The Financial Express and Jansatta
newspapers dated 21st May, 2019, inviting EOIs for submission of Resolution Plan
for Earth Gracia Buildcon Pvt. Ltd. (‘the Company’).
Earth Gracia Buildcon Pvt. Ltd. undergoing corporate insolvency resolution process
under the provisions of the Insolvency and Bankruptcy Code, 2016 including the
rules and regulations made thereunder.
We set out the following details ascertaining our eligibility for the submission of
resolution plan:
1-
2-
3-
(Provide affirmation to the eligibility conditions as mentioned in the advertisement)
We also undertake to provide the additional information that may be necessary to
evaluate and determine our bid for the purpose of short listing.
Sd/-
(Name of the person making the bid on behalf of the company/firm)
(Designation of such person)
Stamp and Seal
Date and Place
Enclosures
45
ANNEXURE – 'E'
FORMAT FOR DETAILS OF POTENTIAL RESOLUTION APPLICANT
1. Name and address:
Name: Address (with proof): Telephone No.: Fax No.: Email:
2. Name and address (with proof) of the Firm / Company /Organization:
3. Date of establishment of Resolution Applicant / Promoter Group and
copies of documents:
4. Core area of expertise of Resolution Applicant:
5. Contact Person:
Name: Designation: Telephone No: Mobile No.: Email:
6. PAN No. and / or CIN No. and / or Aadhaar No. or equivalent
details of Resolution Applicant and copies of documents:
7. Company / FI Profile: (i) Company Financial Profile (consolidated / standalone as applicable)
(Note: The Company profile should necessarily include tangible net worth. Where the entity submitting the EOI is a financial investor / fund entity, please provide details pertaining to “assets under management” for the preceding three years. Further the fulfillment of eligibility criteria must be clearly identified / certified herein)
(ii) Experience of the Company in the Steel sector/Core Sector (iii) History if any, of the Company or affiliates of the Company being
declared a ‘willful defaulter’ or ‘non-cooperative borrower’ or ‘non-impaired asset’ or ‘nonperforming asset’. (Note: In case of consortium, the details set out above are to be provided for each of the member of the consortium)
45
ANNEXURE – 'F'
CONFIDENTIALITY UNDERTAKING
[To be on non-judicial stamp paper of Rs. 100. The stamp duty will depend on the
state of execution of the confidentiality undertaking. In case the confidentiality
undertaking is executed outside India, such confidentiality undertaking is required to
be apostilled / consularized (as may be applicable) and stamped at the place of receipt
of the undertaking within India before submission to RP.]
To,
Ms. Manisha Rawat
Resolution Professional
Earth Gracia Buildcon Private Limited
Dear Madam,
SUBJECT: UNDERTAKING UNDER SECTION 29 OF THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC) AND REGULATION 36(4) OF THE
INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY
RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016
(CIRP REGULATIONS) TO MAINTAIN CONFIDENTIALITY.
I/We understand that:
1. Corporate Insolvency Resolution Process (CIRP) has been initiated for Earth
Gracia Buildcon Private Limited (“Corporate Debtor”) as per the provisions
of Insolvency and Bankruptcy Code 2016 (“IBC”), by an order of National
Company Law Tribunal (“NCLT”) Delhi Bench vide Order (I.B) No113/(IB)-
448(PB)/2017 dated 17th January 2019. Subsequently, Ms. Manisha Rawat,
Insolvency Professional (“IP”) was appointed as Resolution Professional
(“RP”) by the Committee of Creditors (“CoC”) of the Corporate Debtor and
confirmed by the Hon’ble NCLT vide order dated 29th April, 2019 in
accordance with the provisions of IBC.
2. On passing of the order by the NCLT, the powers of the board of directors of
the Corporate Debtor stood suspended and the powers of its board of directors
vest with Ms. Manisha Rawat.
3. It is the duty of the Resolution Professional under the IBC to prepare an
Information Memorandum (“IM”) of the corporate debtor, in this case, Earth
Gracia Buildcon Private Limited and invite the potential/ prospective
resolution applicants to submit resolution plan(s).
46
I/We hereby declare and undertake as under:
1. Pursuant to the invitation by the Resolution Professional to prospective
resolution applicants to submit resolution plans, we are interested in
submitting a resolution plan (bid / proposal) to the Resolution Professional.
2. We require a copy of the IM of Earth Gracia Buildcon Pvt. Ltd and other
relevant Information/ additional information in relating to the Corporate
Debtor and its subsidiaries to enable us to submit a resolution plan for the
Corporate Debtor by us, either directly or through our affiliates (Transaction).
We note, understand and acknowledge that:
(i) You have prepared an IM of the corporate debtor in terms of Section 29
of the IBC read with the relevant regulations framed under the IBC. We
further note and understand that the information contained in the IM is
confidential information and can be made available to a resolution
applicant only after obtaining an undertaking of confidentiality as
required under Section 29 of the IBC and Regulation 36 of the
Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”)
only for the purpose of the Transaction;
(ii) The IM has been prepared on the basis of information provided by the
management of the Corporate Debtor and its creditors. The Resolution
Professional is sharing the IM with us for information purposes only. No
representation or warranty, express or implied, is given by the Resolution
Professional or the advisors appointed by the Resolution Professional or
any of its partners, directors, officers, affiliates, employees, advisors or
agents (unless specifically mentioned under the provisions of the IBC) as
to the accuracy or completeness of the contents of this IM or any other
document or information supplied, or which may be supplied at any time
or any opinions or projections expressed herein or therein;
(iii) The IM is a dynamic document and may be updated from time to time till
resolution plan is approved by the committee of creditors of the
Corporate Debtor;
(iv) Other additional information relating to the Corporate Debtor may be
necessary for the Transaction;
(v) Any additional or supplementary information or clarification besides the
IM, including those provided by way of emails or on telephone provided
to us by the Resolution Professional or his team members, including legal
advisors are also confidential in nature and shall be construed as a part of
47
the IM.
3. The IM, together with any additional or supplementary information or
clarification, including those provided by way of emails or on telephone by the
Resolution Professional or his team members, including advisors is referred as
“Confidential Information”.
4. We are executing this undertaking of confidentiality to maintain confidentiality
in respect of the information contained in the IM as mandated by the IBC and
CIRP Regulations.
5. In terms of Section 29 of the IBC and Regulation 36 of the CIRP Regulations
we unconditionally and irrevocably agree and undertake:
a. To maintain confidentiality of the information as detailed in the IM
and of any other information received by us and not to use such
information to cause an undue gain or undue loss to yourself or any
other person.
b. To comply with the requirement under Section 29(2) of IBC
c. In terms of Section 29(2) of the IBC, to
i. Comply with provisions of law for time being in force relating to
confidentiality and insider trading in relation to such Confidential
Information
ii. Protect any intellectual property and confidential information of the
Corporate Debtor and its subsidiary company(s) we may have
access to; and (mentioned in the Confidential Information).
iii. Not to share this information/relevant information with any third
party unless clauses (i) and (ii) above are complied with.
d. Except as provided herein, we will not disclose the contents of
Confidential Information, as updated from time to time, to any person
other than to our affiliates, including, for avoidance of any doubt, our
and their directors, officers, employees, agents or advisors, including,
without limitation, financial advisors, attorneys, bankers, consultants
and accountants, and potential financing sources (collectively, our
“Representatives”) who need to know such information for the
purpose of the Transaction, provided that such Representatives are also
bound by the same confidentiality obligations as us. We will be solely
responsible for any breach of the provisions of this undertaking of
confidentiality by any of our Representatives.
48
6 We accept and acknowledge that the Confidential Information has been
developed or obtained by the Corporate Debtor through investment of
significant time, effort and expense, and that the Confidential Information
is valuable, special and unique asset of the Corporate Debtor, which
provides the Corporate Debtor with a significant competitive advantage,
and needs to be protected from improper disclosures. We further
understand and accept that the information contained in the Confidential
Information, as updated from time to time, cannot be used for any purpose
other than for the Transaction. Accordingly, we agree and undertake to
direct our Representatives to:
a. Maintain confidentiality of the Confidential Information, as
provided from time to time, and not to use such Confidential
Information to cause an undue gain to us or undue loss to any other
person including the Corporate Debtor or any of its creditors and
stakeholders.
b. Keep the Confidential Information safe in a secure place and protected
against theft, damage, loss and unauthorized access and undertakes to
keep all documents and other materials reproducing or incorporating
confidential information separate from its own confidential information.
c. protect any intellectual property of the Corporate Debtor that they may have access to; and
d. Use Confidential Information solely for the purpose of transaction and
not for any other purpose.
7 Notwithstanding anything to the contrary contained herein, the following
information shall however not be construed as Confidential Information:
(a) Information is or becomes publicly available to us or our
Representatives without breach of obligations as set out herein; or
(b) prior to its disclosure in connection with the Transaction, was already
in our or our Representatives’ possession (other than such
information made available by the Resolution Professional at any
time during the CIRP of EARTH GRACIA BUILDCON PRIVATE
LIMITED, Which information shall be construed as confidential
information and shall be bound by the term of this confidentiality
undertaking ; or
(c) is or has been developed independently by us or our Representatives
without reference to or reliance on the Confidential Information
disclosed under this undertaking of confidentiality; or
(d) information was or becomes available on a non-confidential basis
from a source that is not known by us or our Representatives to be
prohibited from disclosing such information by any contractual,
49
legal, or fiduciary obligation; or
(e) prior consent by the Resolution Professional is provided for disclosure in writing; or
(f) information that is required to be disclosed by us (to the extent
required to be disclosed) by any applicable law for the time being in
force or by any applicable regulatory authority or regulation or
professional standard or judicial process, order of a judicial,
regulatory or administrative authority (including by deposition,
interrogatory, request for documents, subpoena, civil investigative
demand, or similar process) or the guidelines of
regulatory/administrative authority or stock exchange.
8 This undertaking also applies to Confidential Information accessed
through the electronic data room and supersedes any ‘click through’
acknowledgement or agreement associated with any such electronic data
room.
9 We agree to keep the Confidential Information safe in a secure place and
protected against theft, damage, loss and unauthorized access and
undertake to keep all documents and other materials reproducing or
incorporating Confidential Information separate from our own
confidential information.
10 We understand and undertake, in the event of abandonment of the
resolution plan submission process and non-submission of the resolution
plan; or not being shortlisted for the submission of the resolution plan; or
our Resolution Plan not qualifying for being placed before the CoC; or the
CoC rejecting our resolution plan; or the NCLT not approving our
resolution plan; or in the event the Resolution Professional calls upon us
in writing to do so, we shall immediately return or destroy the
Confidential Information including the IM and other information provided
by the Resolution Professional or its representatives, without retaining a
copy thereof, in electronic or any other form. Notwithstanding anything
stated therein, we are permitted to retain information pursuant to our
automatic archiving and back-up procedures; provided however, that the
copy/information retained by us shall not be used by us in any manner to
cause an undue gain to us or undue loss to any other person including the
Corporate Debtor or any of its creditors and stakeholders and shall be
bound to the confidentiality obligations under this undertaking.
11 This undertaking of confidentiality, except for the provisions stated in
50
the clause 8 above, shall remain valid for a period of two (2) years after
it is executed, notwithstanding whether the resolution plan submitted by
us is placed before the CoC or not or whether it is aproved by the CoC
or not and even after completion of the corporate insolvency resolution
process of Earth Gracia Buildcon Pvt. Ltd.
12 We understand that if we or our Representatives disclose (or threaten to
disclose) Confidential Information in violation of this undertaking of
confidentiality, the Resolution Professional or the Corporate Debtor shall
be entitled to pursue remedies including legal recourse to safeguard its
interest under undertaking of confidentiality. We further hereby
acknowledge and agree that in the event of breach or threatened breach
of the terms of this confidentiality undertaking, the Resolution
Professional shall be entitled to all remedies available under law or
equity.
13 Nothing in this confidentiality undertaking shall have the effect of
limiting or restricting any liability arising as a result of fraud or willful
default.
14 We hereby represent and warrant that we have the requisite power and
authority to execute, deliver and perform our obligations under this
confidentiality undertaking.
15 This confidentiality undertaking and any dispute, claim or obligation
arising out of or in connection with it shall be governed by and construed
in accordance with Indian laws and the courts at Mumbai shall have
exclusive jurisdiction over matters arising out of or relating to this
confidentiality undertaking.
We accept and agree above terms.
On behalf of the firm/company/organization: Signature:
Name of signatory:
Designation:
Company Seal/stamp
Place:
Date:
