Meeting Minutes Template - RadiusInfratel · 2019-02-28 · Radius Work Experience for Optical...

Process Memorandum FOR EXPRESSION OF INTEREST

& for Submitting RESOLUTION PLAN

FOR Corporate Debtor

Radius Infratel Private limited

Corporate INSOLVENCY RESOLUTION Process of

Radius Infratel Private limited

Process Memorandum for Invitation for Expression of Interest & for Submitting Resolution Plan for Radius Infratel Private Limited

Invitation extended by Mr. Arvind Garg Resolution Professional for Radius Infratel Private Limited IP Registration No.: IBBI/IPA-003/IP-N00029/2017-18/10189

Registered E-mail Address: [email protected]

Email Address for Communication: [email protected]

Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110

Corporate Insolvency Resolution Process of Corporate Debtor Radius Infratel Private limited Page 2 of 81

Process Memorandum Prepared By:

Mr. Arvind Garg Resolution Professional

In the corporate insolvency resolution process

of Corporate Debtor Radius Infratel Private limited

Ip Registration no.:

IBBI/IPA-003/IP-N00029/2017-18/10189

Address: 302-A, Palmohan plaza, Deshbandhu gupta road,

Karol bagh, new delhi-110 005, India.

Phone: +91 114772 4484, 4772 4485

Mobile: +91 97173 01110

E-mail Address for communication: [email protected]






Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


Index of Contents

S. No.

Content Page No.

Part I

Introduction

1 Definitions & meanings 5

2 Important Dates at a glance 6

3 Introduction to Radius Infratel Private Limited 7

4 Corporate Insolvency Resolution Process of Radius Infratel Private

Limited 12

5 Disclaimer Notice 13

Part II

Invitation for Expression of Interest

6 Submission of Expression of Interest 15

7 Process Post Receipt of Expression of Interest 16

8 Publication in Newspapers 17

9 Notes & Other Terms & Conditions 18

10 Persons not eligible to be Resolution Applicant 20

11 Provisions of Section 29A of IBC 23

12 Exchange Rate 24

13 Annexure A: Eligibility Criteria 25

14 Annexure B: Format for EOI 28

15 Annexure C: Supporting Documents Required to be Submitted with EOI 31

16 Annexure D: Format for Details of Potential Resolution Applicant 32





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17 Annexure E: Confidentiality Undertaking 34

18 Annexure F: Declaration under Section 29A of IBC 40

19 Annexure G: Form G 42

20 Annexure H: Publication in Business Standard, Rashtriya Sahar, DNA Munmbai & Navshakti Newspapers

45

21 Annexure I -Undertaking under regulation 36A(7) of CIRP Regulations 49

Part III

Submission & Evaluation of Resolution plan

22 Submission of resolution plan 52

23 Mandatory contents of the resolution plan 54

24 Evaluation Matrix 55

25 Earnest Money Deposit 61

26 Last Date for Submission of Resolution Plan 63

27 Notes and other information 64

Part IV

Approval of resolution plan.

28 Process subsequent to receipt of Resolution Plans 67

29 Actions by Resolution Professional 68

30 Approval of Resolution Plan by Committee of Creditors 69

31 Approval of Resolution Plan by Hon’ble National Company Law Tribunal 70

32 Annexure J -Undertaking under regulation 39(1)(c) OF CIRP Regulations 71

33 Annexure K -Confidentiality Undertaking 73

34 Annexure L -Declaration under section 29A of IBC 80





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PART-I

1 Definitions & meanings

IBC means The Insolvency & Bankruptcy Code, 2016

CIRP regulations or regulations

means

Insolvency and Bankruptcy Board of India

(Insolvency Resolution Process for Corporate Persons) Regulations, 2016

CIRP means Corporate Insolvency Resolution Process

RP or Resolution Professional

means

The Resolution Professional in the Corporate

Insolvency Resolution Process of Radius Infratel Private Limited

Prospective Resolution Applicant or PRA means

Prospective Resolution Applicant for Radius Infratel Private Limited

Resolution Applicant or RA means Resolution Applicant for Radius Infratel Private Limited

Section means Section of The Insolvency & Bankruptcy Code,

2016

Regulation means Regulation of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

EoI means Expression of Interest by Prospective Resolution

Applicant

Committee of Creditors or CoC means

Committee of Creditors constituted in Corporate Insolvency Resolution Process of Radius Infratel Private Limited

RIPL means Radius Infratel Private Limited

Corporate Debtor means Radius Infratel Private Limited

Board or IBBI means The Insolvency & Bankruptcy Board of India

Process Memorandum for Expression(s) of Interest & Resolution Plan(s) for Radius Infratel Private Limited

Prepared by Mr. Arvind Garg Resolution Professional for Radius Infratel Private Limited IP Registration No.: IBBI/IPA-003/IP-N00029/2017-18/10189



Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110

Corporate Insolvency Resolution Process of Radius Infratel Private Limited Page 6 of 81

2 Important Dates at a glance

Insolvency commencement date of the corporate debtor July 23, 2018

Date of invitation of expression of interest February 23, 2019

Last date for receipt of expression of interest March 11, 2019

Date of issue of provisional list of prospective resolution applicants

March 13, 2019

Last date for submission of objections to provisional list March 18, 2019

Date of issue of final list of prospective resolution applicants March 19, 2019

Date of issue of information memorandum, evaluation matrix and request for resolution plans to prospective resolution

applicants

March 13, 2019

Last date for submission of resolution plans April 13, 2019

Estimated date for submission of resolution plan to the Adjudicating Authority for approval

April 18, 2019





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3 Introduction to Radius Infratel Private Limited

Radius Infratel Private Limited (RIPL), pioneered Fiber to the Home (FTTH) solutions in

India in 2008. RIPL has successfully conceived and implemented “last mile solution”

which addresses the needs of increasing bandwidth requirements of various IP based

services.

This optic fiber based solution is called Neutral Access Network Operation (NANO™).

Neutral Access Network Operator (NANO) is an optical fiber based last mile, which is

deployed, owned, operated and maintained by RIPL. It is open for access by service

providers who would like to reach out to residential and commercial users for their

Information, Communication and Technology (ICT) Services.

The NANO FTTx Network which can be for home /premise / office etc. innovated and

developed by RIPL is operator agnostic and designed to seamlessly deliver all IP enabled

next generation services at last mile by integrating not only ICT services, but also Building

Management Services (BMS) related requirements. It also works with IP based home

automation, BMS, automation solutions & devices.

NANO provides the perfect solution that allows customers choice of more services and

service providers. It also allows the developers to hand over the infrastructure design &

operations to specialist like RIPL which can integrate all building management services

like intercoms, surveillance cameras and much more on the same network, thus saving cost

and mitigating operational complexity.

RIPL’s business is to install and manage the shared FTTx networks for service providers

and real estate developers. RIPL offers end to end solutions for all the above activities,

starting from technical consultation, design and installation and extending to the operation

and maintenance of project.





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RADIUS – NETWORK SNAPSHOT

Most experienced professionals in FTTx implementation, FTTH in India started

with Radius Infratel in the year 2008.

Radius Work Experience for Optical Fibre Cable Laying and

maintenance:

More than 3000 kms of Fibre is being maintained Inside Premise (ISP) and

Outside Premise (OSP).

City State

MUMBAI MAHARASHTRA

DELHI DELHI

NOIDA UTTAR PRADESH

GREATER NOIDA UTTAR PRADESH

GHAZIABAD UTTAR PRADESH

GURGAON HARYANA

CHENNAI TAMIL NADU

BANGALORE KARNATAKA

SOLAN HIMACHAL PRADESH

500+ projects completed on FTTX network deployment





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A. Radius Infratel is by far, the largest neutral FTTx network

Company in India.

Total OFC network home pass by RIPL 2.5Lakhs +

Total Units Ready for Service (RFS) 1.25 Lakhs.+

Units Live with Intercom Services 18000+

Total Units Live with Telecom Services 18000 +

B. Experience in handling integration of multiple services and

technologies simultaneously.

RADIUS Experience in Integration of MULTIPLE SERVICES ON

SINGLE PLATFORM:

Using world’s most successful GPON (Gigabit Passive Optical Network)

Platform, Radius has successfully integrated multiple services:

Prepaid / Post-paid Energy Management System

Building Management System (BMS)

Lift Communication System

Multiple Internet Service Providers

Digital TV Service

Video Communication System

Parking & Guest Management System

Automatic Boom Barrier System

Digital Signage

IP CCTV System

IP Video Door Phone (VDP)

IP Home Automation System

Common Area Wi-Fi for Community





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HOW CAN RADIUS INFRATEL CONTRIBUTE IN BUILDING A

TRUE SMART PROJECT?

Smart Project /home is an evolving concept and it will require a strong and scalable

foundation so as to keep adding more with times to come.

Network Infrastructure being the backbone of all services and concepts that needs

to be implemented in order to build a smart city should be scalable and ready for

future.

Radius Infratel with its extensive experience in the field of laying and maintaining

smart infrastructure and integration of related applications offers optical fiber based

network infrastructure - FTTx along with applications in an environment where

every single house hold and civic services will be interconnected.

It will be a dream come true as we all have already witnessed the initiatives that

have been taken towards implementing the schemes.

Radius Infratel offers Optical fiber based FTTx Network Infrastructure with

combination of GPON technology that can transmit and manage multiple service

transmission parallel and efficiently.

It is a time tested technology and most suitable for current needs as well as future

demands for a smart city.





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SINGLE INFRASTRUCTURE FOR UNLIMITED SMART SERVICES

Telecommunication – All service providers can be provided ready infra trunk on

project level and no repeated digging in the project is required. Provisions can be

made in advance for multiple options for residents thus creating a competitive

environment with no inconvenience while introducing new service or a service

provider.

WiFi Connectivity – Through same FTTx infrastructure, all common area spots

can be Wi-Fi enabled of which only residents will have access.

Power Management – Main grid can be connected with every household in the

project and real time data collection can be done for monitoring and auditing.

residents can access their account and manage the same transparently. This will

also monitor losses and pilferages and help increase efficiency in conservation.

Water Management – Water supply can be intelligently managed and extra flow

will be monitored as well as controlled to ensure balance the demand and supply.

Emergency Services Management – Emergency services for resident support can

be interconnected and integrated with other services like Police, Medical, Fire,

Disaster, Traffic etc. to ensure timely response and movement thus improve quality

of life .

Safety and Security Management - Residents will be under smart monitoring

system through IP CCTV cameras and sensors to ensure safety and security of

residents.

Digital Signage - All common areas can be connected to provide digital signage

for information and advertisement purpose.

Health Care Services - Integrated healthcare system for information and services

can be available for residents with special response system for senior citizens/

distress cases.





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4 Corporate Insolvency Resolution Process of Radius Infratel

Private Limited

At present, Radius Infratel Private Limited (“RIPL” / “Corporate Debtor”) is undergoing

a Corporate Insolvency Resolution Process (“CIRP”) in accordance with the provisions of

the Insolvency and Bankruptcy Code, 2016 (“IBC”). The CIRP of RIPL was initiated, by

an Order dated July 23, 2018 of Hon’ble National Company Law Tribunal (“NCLT”),

Principal Bench, New Delhi. Mr. Arvind Garg having IP registration no. IBBI/IPA-003/IP-

N00029/2017-18/10189 was appointed as the Interim Resolution Professional of the

Corporate Debtor vide the same order.

Subsequently, Mr. Arvind Garg was appointed as resolution professional in the meeting of

Committee of Creditors (“CoC”) dated August 16, 2018. Appointment of resolution

professional was confirmed by the Hon’ble National Company Law Tribunal (“NCLT”),

Principal Bench, New Delhi vide order dated September 04, 2018.

Mr. Arvind Garg (“RP”) as per directions of the CoC is inviting the Expression of Interest

(“EOI”) from Potential Resolution Applicants (“RA”) to submit the Resolution Plan. Form

G - Invitation of Resolution Plans (Under sub-regulation (5) of regulation 36A of the

Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate

Persons) Regulations, 2016) for the attention of the Prospective Resolution Applicants of

Radius Infratel Private Limited is set out in “Annexure – G” hereto.

It is clarified that this Process Memorandum contains details of the procedure for

submitting the resolution plan and criteria for evaluation of resolution plan.





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5 Disclaimer Notice

This Process Memorandum is issued by the Resolution Professional of the Company to provide

information to the Resolution Applicant of the process for selection of the Successful Resolution

Applicant. Neither this Process Memorandum nor anything contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This Process

Memorandum does not solicit any action based on the material contained herein. Nothing in these

materials is intended by the Resolution Professional, the Committee of Creditors, Process Manager or their representatives and advisors to be construed as legal, accounting or tax advice.

This Process Memorandum is neither an agreement nor an offer by the Resolution Professional or the members of Committee of Creditors to the Resolution Applicant or any other person. The purpose

of this Process Memorandum is to provide Resolution Applicant with information that may be useful

to it in submitting their Resolution Plans pursuant to this Process Memorandum. This Process Memorandum may not be appropriate for all Resolution Applicants, and it is not possible for the

Resolution Professional, its employees, Process Manager or advisors to consider the objectives,

financial situation and particular needs of each Resolution Applicant who reads or uses this Process Memorandum.

Past performance is not a guide for future performance. Forward-looking statements are not predictions and may be subject to change without notice. Actual results may differ materially from

the forward-looking statements due to various factors. No statement, fact, information (whether

current or historical) or opinion contained herein should be construed as a representation or warranty,

express or implied, of Resolution Professional or Process Manager, advisors, Company or the members of Committee of Creditors; and none of the Resolution Professional, Process Manager,

Company, the members of the Committee of Creditors or any other persons/entities shall be held

liable for the authenticity, correctness or completeness of any such statements, facts or opinions. This Process Memorandum has not been approved and will or may not be reviewed or approved by any

statutory or regulatory authority in India or by any stock exchange in India. This Process

Memorandum may not be all-inclusive and may not contain all of the information that the recipient may consider material. Each Resolution Applicant should conduct its own investigations, diligence,

and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of

the assumptions, assessments, statements and information contained in this Process Memorandum and obtain independent advice from appropriate sources.

This Process Memorandum and information contained herein or disclosed pursuant to the terms of this Process Memorandum or any part of such information do not constitute or purport to constitute

any advice or information in publicly accessible media and should not be printed, reproduced,

transmitted, sold, distributed or published by the recipient without prior written approval from the

Resolution Professional. Distributing or taking/sending/dispatching/transmitting this Process Memorandum in certain foreign jurisdictions may be restricted by law, and persons into whose

possession this Process Memorandum comes should inform themselves about, and observe, any such

restrictions. Neither the Resolution Professional, Process Manager, advisors of the Resolution Professional, the member of the Committee of Creditors nor their professional advisors, affiliates,

directors, employees, agents, representatives or managers of the process shall be liable for any

damages, whether direct or indirect, incidental, special or consequential including loss of revenue or profits that may arise from or in connection with the use of this Process Memorandum or due to

participating in the Resolution Plan Process, including for the Resolution Applicant not being

selected as a Successful Resolution Applicant or on account of any decision taken by the Resolution





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Professional or the members of Committee of Creditors in connection with or pursuant to the Evaluation Process.

This Process Memorandum contains confidential, proprietary and/or legally privileged information

and by its acceptance hereof, and in accordance with the confidentiality agreement signed by the

Resolution Applicants (the “Confidentiality Agreement”), the Resolution Applicant agrees that the information contained herein or otherwise provided to the Resolution Applicant regarding the

Company is not to be used for any purpose other than in connection with this transaction, that the

information contained herein or otherwise provided to the Resolution Applicant regarding the

Company is of a confidential nature and that the Resolution Applicants will treat it in a confidential manner, and that the Resolution Applicant will not, directly or indirectly, disclose to or permit its

subsidiaries, affiliates, employees or representatives to disclose any information contained herein or

otherwise provided to the Resolution Applicant regarding the Company to any other person or reproduce this Process Memorandum in whole or in part.

By procuring a copy of this Process Memorandum, the recipient accepts the terms of this disclaimer notice, which forms an integral part of this Process Memorandum and all other terms and conditions

of this Process Memorandum. Further, no person, including the Resolution Applicant shall be entitled

under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise to claim for any loss, damage, cost or expense which may arise from or be incurred or

suffered on account of anything contained in this Process Memorandum or otherwise, including the

accuracy, adequacy, authenticity, correctness, completeness or reliability of the information or

opinions contained in this Process Memorandum and any assessment, assumption, statement or information contained therein or deemed to form part of this Process Memorandum, and Resolution

Professional, Process Manager, Company, members of Committee of Creditors and their advisors,

affiliates, directors, employees, agents, representatives or manager do not have any responsibility or liability for any such information or opinions and therefore, any liability or responsibility is expressly disclaimed.

The Resolution Professional may, with the approval of the Committee of Creditors, but without being

under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this Process Memorandum.

In providing this Process Memorandum, the Resolution Professional or its advisors or representatives

or Process Manager do not undertake any obligation to provide the Resolution Applicant with access to any additional information or to update, expand, revise or amend the information, or to correct any inaccuracies which may become apparent in this or any other document.

In no circumstances may the Resolution Applicant or its officers, employees, agents and professional

advisers make contact with the management, employees, customers, agents or suppliers of the Company until the Resolution Professional so gives permission to do in writing.

The issue of this Process Memorandum does not imply that Resolution Professional or the members of Committee of Creditors are bound to select any Resolution Applicant as a Successful Resolution

Applicant for submission of Resolution Plan or to select the Successful Resolution Applicant and the

members of Committee of Creditors reserve the right not to invite any Resolution Applicant to submit

a Resolution Plan or consider the Resolution Plan submitted by any Resolution Applicant or reject at any stage all or any of the Resolution Plans without assigning any reason whatsoever.

The Resolution Applicant shall bear all its costs associated with or relating to the preparation and

submission of its Resolution Plan including but not limited to preparation, copying, postage, delivery

fees, expenses associated with any demonstrations or presentations which may be required by

Resolution Professional or any other costs incurred in connection with or relating to its Resolution Plan.

This Process Memorandum is neither transferable nor assignable.





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PART-II

1 Submission of Expression of Interest

Potential Resolution Applicants submitting the Expression of Interest should meet the

Eligibility Criteria as set out in “Annexure– A” hereto. Expression of Interest shall be

submitted in the prescribed format as set out in “Annexure– B” hereto alongwith the

supporting documents as set out in “Annexure – C” hereto and the details of RA as set out

in “Annexure – D” hereto alongwith the Confidentiality Undertaking as set out in

“Annexure – E” and declaration by Potential Resolution Applicants under section 29A of

IBC as set out in “Annexure – F” hereto.

Expression of Interest in the prescribed format along with the annexures is required to be

sent by emailing it at [email protected], or through speed post / registered post /

courier or hand delivering to Arvind Garg, Resolution Professional of Radius Infratel

Private Limited, 302-A, Palmohan Plaza, Deshbandhu Gupta Road, Karol Bagh, New

Delhi-110 005, India.





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2 Process Post Receipt of EoI:

EOIs received will be reviewed by RP and members of CoC. Qualified and shortlisted RAs

will be informed about the same. The Bid Process Memorandum containing the evaluation

matrix and terms and conditions of submitting Resolution Plan would be issued to the

shortlisted parties pursuant thereto. Access to Information Memorandum (IM), virtual data

room/drop box for conducting Due Diligence and other relevant information will be

provided to qualified and shortlisted RA.

It may be noted here that any further information required by any potential resolution

applicant will be provided through the virtual data room by way of updates for the benefit

of all potential resolution applicants. All potential resolution applicants are advised to keep

a tab on all the updates in the virtual data room to remain fully informed.

The qualified and shortlisted RA will be given time to carry out further due-diligence (DD)

and submit their Resolution Plan, in accordance with the provisions of the IBC, on or before

April 13, 2019. For any clarifications please contact the resolution professional or write to:

[email protected] on or before April 10, 2019.





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3 Publication in Newspapers:

The advertisement for inviting EOI to submit Resolution plan was published in Business

Standard (Delhi-NCR edition English) & DNA Mumbai (Mumbai edition English)

newspapers on February 23, 2019 and Rashtriya Sahara Delhi-NCR edition Hindi), &

Navashakti (Mumbai edition Marathi) newspapers on February 24, 2019. Invitation for

Expression of Interest in Form G was also uploaded on www.radiusinfratel.com &

https://ibbi.gov.in websites. The same is also set out in “Annexure – H” hereto.





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4 NOTES AND OTHER TERMS AND CONDITIONS:

(i) The EOI Process Memorandum is not an offer or invitation for sale or the solicitation

of an offer to buy, purchase or subscribe to any securities, if any, of RIPL.

(ii) CoC / RP reserve the right to withdraw this EOI Process Memorandum and / or cancel

the Resolution Plan process at any stage. Mere submission of the EOI shall not create any

rights in favour of the RA and the decision of the CoC / RP regarding the resolution plan

process shall be final and binding on all parties concerned including RAs. The CoC / RP

further reserves the right to (a) amend, extend, vary or modify the terms and conditions

regarding submission of Resolution plan, including but not limited to Evaluation Matrix,

timelines regarding submission of Resolution Plans; and (b) disqualify and / or reject any

RA at any stage of the bid process without assigning any reason and without any liability,

including any tortious liability.

(iii) Amendments or Clarifications concerning submission of EOI and / or Information

regarding extension, if any, of time for submission of Resolution Plan shall be uploaded

on the RIPL’s website. All interested parties should visit RIPL’s website at

www.radiusinfratel.com to keep themselves updated regarding the same.

(iv) No agreements with RP or any official, representative, affiliates, associate, advisor,

agent, director, partner or employee of the RP or RIPL or any member of the CoC or verbal

communication by them shall affect or modify any terms of this EOI.

(v) No claims against or liability of the RP or RIPL or any member of the CoC or any of

their official, representative, affiliates, associate, advisor, agent, director, partner or

employee would arise or be sustained out of this EOI.

(vi) By submitting a proposal, each RA shall be deemed to acknowledge that it has carefully

read the entire EOI, its terms and conditions and eligibility criteria and has fully informed

itself as to all the existing terms, conditions and limitations.

Sd/-





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Arvind Garg

Resolution Professional

Radius Infratel Private Limited

(Under Corporate Insolvency Resolution Process)

IP Registration No.: IBBI/IPA-003/IP-N00029/2017-18/10189



Address: 302-A, Palmohan Plaza,

Deshbandhu Gupta Road,

Karol Bagh,

New Delhi-110 005,

India.

Date: February 24, 2019

Place: New Delhi

Enclosures: Annexures – A to H

<<this space has been intentionally left blank>>





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5 Persons not eligible to be Resolution Applicant

In accordance with Section 29A of the Insolvency & Bankruptcy Code, 2016:

A person shall not be eligible to submit a resolution plan, if such person, or any other person acting

jointly or in concert with such person—

(a) is an undischarged insolvent;

(b) is a wilful defaulter in accordance with the guidelines of the Reserve Bank of India issued

under the Banking Regulation Act, 1949 (10 of 1949);

(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.

Explanation I.- For the purposes 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 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 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;

2[(d) has been convicted for any offence punishable with imprisonment –

(i) for two years or more under any Act specified under the Twelfth Schedule; or

(ii) for seven years or more under any law for the time being in force:





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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 that this clause shall not apply in relation to a connected person referred to in clause (iii)

of Explanation I;

(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 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).

Explanation5[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 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:





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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:—

(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 Organisation 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 (42 of 1999);

(d) an asset reconstruction company register with the Reserve Bank of India under section 3 of the

Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act,

2002 (54 of 2002);

(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.






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6 Provisions of Section 29A of IBC

Potential Resolution Applicant must be eligible to submit Resolution Plan in accordance

with provision of Section 29A of IBC. For this purpose, the Potential Resolution Applicant

should give a declaration supported by affidavit as set out in “Annexure – F” hereto stating

that it does not suffer from any disqualification provided in Section 29A of IBC. In case of

Resolution Applicants submitting the Resolution Plan jointly, the declaration and affidavit

needs to be submitted by each such Resolution Applicant. However, a Resolution

Applicant(s) suffering from a disqualification under Section 29A(c) may submit a

resolution plan, provided that it undertakes that it will make payment of all overdue

amounts with interest thereon and charges relating to non-performing asset accounts before

submission of resolution plan and that it will submit a written acknowledgement of such

payment at least one day before the last day of submission of resolution plan.






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7 Exchange Rate:

For the purpose of evaluation of the EOI, the exchange rate to be used for conversion into

INR (Indian Rupees) shall be RBI Reference rate on the last day for submission of

Expression of Interest.






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“ANNEXURE – A”

ELIGIBILITY CRITERIA

The eligibility criteria for submission of Resolution Plan for Radius Infratel Private

Limited are as follows:

(a) Any person including private limited company or public limited company registered

under the Companies Act, 1956 or 2013, Limited Liability Partnership (LLP) or SEBI

registered Alternative Investment Fund (AIF) or a company incorporated outside India,

which is eligible to invest in India under the laws of India either as a sole resolution

applicant or as part of a consortium.

(b) The shareholding of the special purpose vehicle incorporated by the consortium shall

be same as the shareholding of members in consortium, in the event of two or more

resolution applicants join hands and form consortium.

(c) Prospective Resolution Applicant must be a fit and proper person, should not suffer

from any legal disability to be a promoter under the applicable laws

(d) Potential Resolution Applicant’s competence and capability are proposed to be

established broadly by the following parameters:

1. Financial Capacity

2. Provisions of Section 29A of IBC

1. Financial Capacity Eligibility Criteria:

A. For Private / Public Limited Company / Limited Liability Partnership ("LLP") / Body

Corporate / any other Potential Resolution Applicant:

• Minimum Tangible Net Worth ("TNW") / Net Owned Funds ("NOF") of Indian National

Rupee ("INR") at the Group Level in the immediately preceding completed financial year

will be considered.

• TNW / NOF 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





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written off, and does not include reserves created out of revaluation of assets, write back

of depreciation and amalgamation.

• Group may comprise of entities either controlling or controlled by or under common

control with the Potential Resolution Applicant. Control means at least 26% ownership.

B. For Financial Institution / Investment Company / Fund House / Private Equity ("PE")

Investor / Non-Banking Financial Company ("NBFC") / Asset Reconstruction Company

(“ARC”):

• Minimum Assets Under Management (“AUM”) in the immediately preceding completed

financial year; or

• Minimum committed funds ("Committed Funds") available for investment/ deployment

in Indian companies or Indian assets in the immediately preceding completed financial year

will be considered.

C. For Consortium Potential Resolution Applicant:

• Consortium Potential Resolution Applicant must also satisfy eligibility criteria pertaining

to minimum TNW / NOF / AUM / Committed Funds as applicable in addition to other

conditions stipulated herein.

• In case the consortium is of Private / Public Limited Companies / LLPs / Body Corporate

/ any other Potential Resolution Applicants, TNW / NOF or the consortium shall be

calculated as weighted average of individual member's TNW / NOF. Provided that only

such portion of their TNW / NOF as is proportionate to their shareholding in the consortium

will count towards the eligibility criteria of TNW / NOF (without any double counting).

• In case the consortium is comprised of Financial Institutions / Investment Companies /

Fund Houses / PE Investors / NBFCs / ARCs / any other prospective Resolution

Applicants, the minimum AUM of consortium shall be calculated as weighted average of

individual member's AUM or Committed Funds available for investment / deployment in

Indian companies / Indian assets shall be calculated as weighted average of individual

member's Committed Funds for investment / deployment in Indian companies / Indian

assets. Provided that only such portion of their AUM / Committed Funds as is proportionate





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to their shareholding in the consortium will count towards the eligibility criteria of AUM /

Committed Funds (without double counting).

• Incorporation of an Indian limited company shall be mandatory to enter into definitive

agreements post submission and approval of resolution plan.

2. Provisions of Section 29A of IBC

Potential Resolution Applicant must be eligible to submit Resolution Plan in accordance

with provision of Section 29A of IBC. For this purpose, the Potential Resolution Applicant

should give a declaration supported by affidavit as set out in “Annexure – F” hereto stating

that it does not suffer from any disqualification provided in Section 29A of IBC. In case of

Resolution Applicants submitting the Resolution Plan jointly, the declaration and affidavit

needs to be submitted by each such Resolution Applicant. However, a Resolution

Applicant(s) suffering from a disqualification under Section 29A(c) may submit a

resolution plan, provided that it undertakes that it will make payment of all overdue

amounts with interest thereon and charges relating to non-performing asset accounts before

submission of resolution plan and that it will submit a written acknowledgement of such

payment at least one day before the last day of submission of resolution plan.

Exchange Rate:

For the purpose of evaluation of the EOI, the exchange rate to be used for conversion into

INR (Indian Rupees) shall be RBI Reference rate on the last day for submission of

Expression of Interest.





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“ANNEXURE – B”

FORMAT OF EXPRESSION OF INTEREST (EoI)

(On the Letterhead of the Potential Resolution Applicant Submitting EoI)

To,

Mr. Arvind Garg,

Resolution Professional for Radius Infratel Private Limited

302-A, Palmohan Plaza,


Karol Bagh, New Delhi-110 005,

India.

Subject: Expression of Interest ("EOI'') for submitting Resolution Plan for Radius

Infratel Private Limited ("Corporate Debtor").

Dear Sir,

1. In response to the advertisement in The Business Standard (Delhi-NCR edition

English) & DNA Mumbai (Mumbai edition English) newspapers on February 23,

2019 and Rashtriya Sahara Delhi-NCR edition Hindi), & Navashakti (Mumbai

edition Marathi) newspapers on February 24, 2019 ("Advertisement") inviting EOI

for submission of Resolution Plans ("Resolution Plan'') as per the provisions of the

Insolvency and Bankruptcy Code, 2016 ("Code''), we confirm that we have

understood the eligibility criteria mentioned in the Invitation for Submission

Resolution Plan for Radius Infratel Private Limited as was uploaded on the website

of the Corporate Debtor at www.radiusinfratel.com and meet the necessary

thresholds mentioned therein and submit our EOI for submission of a Resolution

Plan for the Corporate Debtor.





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2. I, ________________, [insert name of the signatory] confirm that I am duly

authorized to submit this EOI on behalf of __________________ [insert the name

of the entity submitting the EOI].

3. The information furnished by us in this EOI including documentary proofs, is true,

correct, complete, accurate in all material respects. Further, we acknowledge or

confirm (as applicable) that:

a) The Resolution Professional ("RP'') may, on the directions of the Committee of

Creditors (constituted under the Code) ("CoC"), have the right to cancel the process

without any prior intimation to us or modify or vary the terms without assigning any

reason, whatsoever and without any liability. Any clarifications, amendment or

extensions of time, etc. in relation to the process would be updated on the website

of the Corporate Debtor and the RP is not required to separately intimate us in this

respect. We are aware that the timelines for diligence and other processes will not

be extended without prior approval of the RP, which approval may be provided by

the RP at its sole discretion. No financial obligation shall accrue to the RP or the

Corporate Debtor in such an event;

b) The Corporate Debtor is on an "as is where is" basis and the RP, CoC, the current

shareholders or promoters of the Corporate Debtor will not be providing any

representations or warranties;

c) We have read and understood the terms and conditions stipulated in the

advertisement and acknowledge that the RP reserves the right to accept or reject any

EOI without assigning any reason whatsoever and without any liability to the

applicant.

d) The RP reserves the right to request for additional information or clarification, as it

deems fit, from us for the purposes of the EOI;





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e) We will continue to meet the eligibility criteria throughout the process, and will

intimate the RP of any change in the information provided by us along with our EOI,

which may impact our ability to participate in this process, within 3 (three) business

days of such change;

f) We have read and understood the provisions of the Code and the rules and

regulations issued there under. We are aware that our submission of the EOI does

not give us the right to be a part of the CoC;

g) We are aware that the current promoters or shareholders of the Corporate Debtor

may also be eligible to submit EOI;

h) The RP and the Corporate Debtor shall, in no circumstances, be responsible to bear

or reimburse any expenses or costs incurred by us in respect of submission of this

EOI; and

i) Information Memorandum will be provided to the qualified and shortlisted

Resolution Applicants as per the provisions of Code;

j) If we are shortlisted, we will submit the Resolution Plan complying the provisions

of the Insolvency & Bankruptcy Code, 2016 within the timelines laid down;

k) We have attached the supporting documents required to be submitted with EOI as

published on the website of Radius Infratel Private Limited at

www.radiusinfratel.com.

Yours truly,

On behalf of the Firm / Company / Organization:

Signature:

Name of Signatory:

Designation:

Company Seal / Stamp

Place:

Date:

Enclosures: Annexures





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“ANNEXURE – C”

SUPPORTING DOCUMENTS REQUIRED TO BE SUBMITTED WITH EOI

1. Profile of Resolution Applicant

2. Legal Documents: Copies of Certificate of Registration / Incorporation and

Constitutional Documents (Memorandum and Articles of Association, etc.) of Resolution

Applicant and information / details required as per Regulation 38(3) of the Insolvency and

Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons)

Regulations, 2016.

3. For TNW / NOF / AUM / Committed Funds: Certified true copies of Audited financial

statements of immediately preceding 3 (three) years of RA and / or its promoter / promoter

group or any other group company as per eligibility criteria.

4. A notarized declaration from RA in order to demonstrate that the promoter / promoter

group or any other group company are part of the same group, in case the interested party

is using such entities for meeting the eligibility criteria. Please note that RA shall provide

all relevant documents for its promoter / promoter group or any other group company, if

required to meet the eligibility criteria.

5. Any other documents / information which Potential Resolution Applicant finds

necessary to share or as may be notified by the RP from time to time.

Note: In case of consortium, each member of consortium needs to submit the documents

set out herein.






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“ANNEXURE – D”

DETAILS OF THE 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 and / or CIN 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 of the preceding

three years. Where the entity submitting the EOI is a financial investor / fund entity, please

provide details pertaining to “assets under management” and / or “committed funds‟ for

the preceding three years or the committed funds available as on March 31, 2018 for





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investment. Further the fulfilment of eligibility criteria must be clearly identified / certified

herein)

(ii) Experience of the Company in the relevant sector(s).

(iii) History, if any, of the Company or affiliates of the Company being declared a ‘wilful

defaulter’ or ‘non-cooperative borrower’ or ‘non-impaired asset’ or ‘non-performing

asset’.

(Note: In case of consortium, the details set out above are to be provided for each of the

member of the consortium)






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“ANNEXURE – E”

CONFIDENTIALITY UNDERTAKING

(To be executed on stamp paper)

To,

Mr. Arvind Garg,





India.

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

This confidentiality undertaking has been signed by

______________________________________, a Potential Resolution Applicant (as per

Section 5(25) of Insolvency & Bankruptcy Code, 2016 (“Code”)), having its office at

_______________________________________________________ acting through Mr. /

Ms. ________________________________, the authorized signatory / authorized

representative (“Resolution Applicant”, which expression shall, unless repugnant to the

context, include its successors, legal representatives, permitted assigns and administrators

in business) in favour of Mr. Arvind Garg, Resolution Professional for Radius Infratel

Private Limited having registration no. IBBI/IPA-003/IP-N00029/2017-18/10189 on

________day of ________________, 2019.

WHEREAS Radius Infratel Private Limited, a company registered under Companies, Act,

1956 (thereafter referred as “Corporate Debtor”) is under corporate insolvency resolution

process vide NCLT, New Delhi (Principal Bench) order dated July 23, 2018 and Mr.





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Arvind Garg having registration no. IBBI/IPA-003/IP-N00029/2017-18/10189 was

appointed as the Resolution Professional for the Corporate Debtor in the meeting of the

Committee of Creditors (“CoC”) dated August 16, 2018 and confirmed by the NCLT, New

Delhi (Principal Bench) vide order dated September 04, 2018, in accordance with Section

22 of the Insolvency & Bankruptcy Code, 2016 (“Code”) (“Resolution Professional”).

WHEREAS the Resolution Professional has prepared information memorandum as per

Section 29 (1) of the Code and Regulation 36 of the Insolvency and Bankruptcy Board of

India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 in respect

of the Corporate Debtor (“Information Memorandum”).

WHEREAS the Resolution Professional is required to share the information memorandum

and any other information with a potential resolution applicant after receiving an

undertaking from the Resolution Applicant to the effect that the Resolution Applicant shall

maintain confidentiality of the information contained in the Information Memorandum and

shall not use such information to cause an undue gain or undue loss to themselves or any

other person and comply with the requirements under Section 29(2) of the Code.

THEREFORE, the Resolution Applicant hereby declares and undertakes as follows:

1. The Resolution Applicant declares and undertakes that it will not divulge to anyone in

any manner (whether through oral or written communication or through any other mode of

communication), any information concerning the Corporate Debtor, including but not

limited to the existence, business, operations, financial position, disputes by or against the

corporate debtor, or the day to day activities of the Corporate Debtor, disclosed to it through

oral or written communication or through any other mode, whether by the Resolution

Professional (or any other person on behalf of the Resolution Professional), and / or any

part of the information contained in the Information Memorandum, , and all such

information shall be hereinafter referred to as “Confidential Information”. Any information

or documents generated or derived by the recipients of Confidential Information that

contains, reflects or is derived from any Confidential Information shall also become

Confidential Information.





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2. The Resolution Applicant further unconditionally and irrevocably undertakes and

declares that

a) the Confidential Information shall be kept confidential by the Resolution Applicant and

shall be used solely for the purpose as allowed under the Code;

b) the Resolution Applicant shall not use the Confidential Information to cause any undue

gain or undue loss to itself or any other person;

c) the Resolution Applicant shall comply with all provisions of law for the time being in

force relating to confidentiality and insider trading;

d) the Resolution Applicant shall protect any intellectual property of the corporate debtor

which it may have access to;

e) the Confidential Information may only be disclosed to and shared with its employees or

third parties by the Resolution Applicant, in accordance with applicable laws, including in

relation to confidentiality and insider trading, and terms of this confidentiality undertaking

on a strict need-to-know basis and only to the extent necessary for and in relation to the

corporate insolvency resolution process of the corporate debtor, provided that the

Resolution Applicant binds such employees and third parties, by way of an undertaking /

agreements, to terms at least as restrictive as those stated in this confidentiality

undertaking;

f) the Resolution Applicant shall ensure that all Confidential Information is kept safe and

secured at all times and is protected from any theft or leakage;

g) the Resolution Applicant shall immediately destroy and permanently erase all

Confidential Information upon the approval of a resolution plan by the National Company

Law Tribunal (“NCLT”) under Section 31(1) of the Code or upon an order for liquidation

of the corporate debtor being passed by the NCLT under Section 33 of the Code, unless

otherwise waived by the (i) Corporate Debtor in writing in the event of approval of

resolution plan by the NCLT; or (ii) liquidator in writing in the event of an order for

liquidation of the Corporate Debtor being passed by the NCLT under Section 33 of the

Code;





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h) the Resolution Applicant shall take all necessary steps to safeguard the privacy and

confidentiality of the Confidential Information and shall use its best endeavours to secure

that no person acting on its behalf divulges or discloses or uses any part of the Confidential

Information, including but not limited to the financial position of the corporate debtor, all

information related to disputes by or against the corporate debtor and any other matter

pertaining to the corporate debtor as may be specified in the Information Memorandum;

and

i) the Resolution Applicant shall be responsible for any breach of obligations under this

confidentiality undertaking and shall indemnify the Resolution Professional for any loss,

damages and costs incurred by the Resolution Professional due to such breach of

obligations by the Resolution Applicant or any person acting on its behalf.

3. Notwithstanding anything to the contrary contained herein, the following information

shall however not be construed as Confidential Information

a) information which, at the time of disclosure to the Resolution Applicant was already in

the public domain without violation of any provisions of applicable laws;

b) information which, after disclosure to the Resolution Applicant becomes publicly

available and accessible without violation of applicable laws or a breach of this

confidentiality undertaking;

c) information which was in the possession of the Resolution Applicant prior to its

disclosure, as evidenced by the records of the Resolution Applicant;

d) information that is received by the Resolution Applicant from a third party which is not

in breach of its confidentiality obligations hereunder; and

e) information that is required to be disclosed by the Resolution Applicant (and to the extent

required to be disclosed) pursuant to the requirements of applicable laws, or order of a

judicial, regulatory or administrative authority, provided however the Resolution Applicant

should use its best endeavours to provide prior intimation of such requirement to disclose

to the Resolution Professional and cooperate in all manner required with the Resolution





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Professional if the Resolution Professional wishes to obtain an injunction or similar order

against such requirement of disclosure.

4. No representation or warranty has been provided by the Resolution Professional in

relation to the authenticity or adequacy of the information provided to the Resolution

Applicant, including Confidential Information, and the Resolution Applicant would not

have any claim against the Resolution Professional or any person acting on its behalf or

the Corporate Debtor in relation to any information provided in the Information

Memorandum.

5. Nothing contained herein shall be construed as granting or implying any transfer of rights

(including license rights) to the Resolution Applicant pertaining to the Confidential

Information, or any patents or other intellectual property protecting or relating to the

Confidential Information.

6. Resolution Applicant agrees that it shall take reasonable measures to protect the secrecy

of, and avoid disclosure and unauthorized use, destruction of the Confidential Information.

Without limiting the foregoing, the Resoltuion Applicant shall take at least those measures

to protect the Confidential Information that it takes to protect its own most highly

confidential information.

7. Nothing in this confidentiality undertaking shall have the effect of limiting or restricting

any liability arising as a result of fraud or wilful default.

8. Resolution Applicant shall immediately notify the Resolution Professional of any known

or suspected breaches of this undertaking and shall give the Resolution Professional full

cooperation in any search or scrutiny or investigation or legal actions that the Resolution

Professional may decide to undertake.

9. Damages may not be an adequate remedy for a breach of this confidentiality undertaking

and the Resolution Professional shall be entitled to the remedies of injunction, specific

performance and other equitable relief for a threatened or actual breach of this

confidentiality undertaking. The rights and remedies herein provided shall be cumulative

and not exclusive of any rights or remedies provided by law, and the Resolution





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Professional shall be entitled to seek all or any one or more of such remedies against the

Resolution Applicant.

10. The Resolution Applicant hereby represents and warrants that it has the requisite power

and authority to execute, deliver and perform its obligations under this Agreement.

11. The terms of this confidentiality undertaking may be modified or waived only by a

separate instrument in writing signed by the Resolution Applicant with the prior written

consent of the Resolution Professional that expressly modifies or waives any such term.

12. If any provision of this undertaking is determined to be invalid, void or unenforceable

for any reason, then the remaining provisions hereof shall remain unaffected and in full

force and effect.

13. 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 Delhi shall have exclusive jurisdiction over matters arising out of or

relating to this confidentiality undertaking.

Signed on behalf of

_________________________________

by Mr.____________________

(Name and Designation)

Authorised Signatory






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“ANNEXURE – F”

DECLARATION UNDER SECTION 29A OF IBC

(To be notarized on stamp paper)

In the matter of Corporate Insolvency Resolution Process of Radius Infratel Private

Limited under the provisions of the Insolvency and Bankruptcy Code, 2016

AFFIDAVIT

I, [Name of Deponent], son of / daughter of [Name of Deponent’s father] aged [Age of

Deponent] resident of [Address of Deponent], the Deponent, do hereby solemnly affirm,

state and declare as under:

1. That I am fully conversant with the facts and circumstances of the matter and am also

duly empowered and competent to swear and affirm this affidavit.

2. That I have understood the provisions of section 29A of the Insolvency and Bankruptcy

Code, 2016 (“IBC”). I confirm that neither [name of the resolution applicant] nor any

person acting jointly or in concert with [name of the resolution applicant] is ineligible under

Section 29A of IBC to submit resolution plan (s) in the Corporate Insolvency Resolution

Process of Radius Infratel Private Limitedunder the provisions of the Insolvency and

Bankruptcy Code, 2016.

3. That [name of resolution applicant] has not been rendered ineligible under the provisions

of Section 29A of the Insolvency and Bankruptcy Code, 2016.

4. That I therefore, confirm that [name of the applicant] is eligible under Section 29A of

the

Insolvency and Bankruptcy Code, 2016 to submit a resolution plan for Radius Infratel

Private Limited.

5. That I confirm that the said declaration and disclosure is true and correct.

6. That I am duly authorised to submit this declaration by virtue of [state where the

authority is drawn from]

Deponent





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Verification

Verified at [Place] at this [Date] day of [Month] 2019, that the content of the above affidavit

are true and correct to my personal knowledge, nothing is false in it and no material facts

have been concealed therefrom.

Deponent






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“ANNEXURE – G”

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

RADIUS INFRATEL PRIVATE LIMITED

2 Date of incorporation of corporate debtor

13/05/2008

3 Authority under which corporate debtor is incorporated / registered

Registrar of Companies -Delhi

4 Corporate identity number / limited liability identification number of corporate debtor

CIN: U74900DL2008PTC178076

5 Address of the registered office and principal office (if any) of corporate debtor

Registered Office: Tricone Tower, Plot no. 4B, 2nd Floor,

Mayur Vihar District Center, Mayur Vihar Extension, Delhi 110091.

Corporate Office: 3rd Floor, Bansal Plaza, Sector 6 Market,

Dwarka , New Delhi - 110075, India.

6 Insolvency commencement date of the corporate debtor

July 23, 2018

7 Date of invitation of expression of interest

February 23, 2019

8 Eligibility for resolution applicants under section 25(2)(h) of the Code is available at:

At URL https://www.radiusinfratel.com/Corporate-Insolvency-Resolution-Process.html

and at Resolution Professional's Office address:

302-A, Palmohan Plaza, Deshbandhu Gupta Road,

Karol Bagh, New Delhi-110 005, India.

9 Norms of ineligibility applicable under section 29A are available at:

At URL https://www.radiusinfratel.com/Corporate-Insolvency-Resolution-Process.html

and at Resolution Professional's Office address:


Karol Bagh, New Delhi-110 005, India.

10 Last date for receipt of expression of interest

March 11, 2019





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11 Date of issue of provisional list of prospective resolution applicants

March 13, 2019

12 Last date for submission of objections to provisional list

March 18, 2019

13 Date of issue of final list of prospective resolution applicants

March 19, 2019

14 Date of issue of information memorandum, evaluation matrix and request for resolution plans to prospective resolution applicants

March 13, 2019

15 Manner of obtaining request for resolution plan, evaluation matrix, information memorandum and further information

Please contact Mr. Arvind Garg Resolution Professional (‘RP”)

in the Corporate Insolvency Resolution Process of

Radius Infratel Private Limited

IP Regn. No.: IBBI/IPA-003/IP-N00029 /2017-18/10189

Resolution Professional's Office address:


Karol Bagh, New Delhi-110005, India

Phone: +91 11 4772 4484, 4722 4485

E-mail Address for Communication: [email protected]


16 Last date for submission of resolution plans

April 13, 2019

17 Manner of submitting resolution plans to resolution professional

By E-mail to E-mail ID for Communication [email protected]

Registered E-mail ID: [email protected]

& by post to Arvind Garg Resolution Professional (‘RP”)

in the Corporate Insolvency Resolution Process of

RADIUS INFRATEL PRIVATE LIMITED



Karol Bagh, New Delhi-110005, India

18 Estimated date for submission of resolution plan to the Adjudicating Authority for approval

April 18, 2019





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19 Name and registration number of the resolution professional

Mr. Arvind Garg


20 Name, Address and e-email of the resolution professional, as registered with the Board

Mr. Arvind Garg


RP’s Address: 302-A, Palmohan Plaza, Deshbandhu Gupta Road, Karol Bagh, New Delhi-110005, India


21 Address and email to be used for correspondence with the resolution professional

Mr. Arvind Garg


RP’s Address: 302-A, Palmohan Plaza,

Deshbandhu Gupta Road, Karol Bagh,

New Delhi-110005, India

E-mail: [email protected]

22 Further Details are available at or with

https://www.radiusinfratel.com/Corporate-Insolvency-Resolution-Process.html

23 Date of publication of Form G

February 23, 2019

In Corporate Insolvency Resolution Process of Radius Infratel Private Limited (Corporate Debtor)

Sd/

ARVIND GARG

Resolution Professional IP Registration Number: IBBI/IPA-003/IP-N00029 /2017-18/10189

Registered Address of the Resolution Professional: 302-A, Palmohan Plaza, Deshbandhu Gupta Road, Karol Bagh, New Delhi-110005, India

Date: February 23, 2019 Place: New Delhi






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“ANNEXURE – H”





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“ANNEXURE – I”

“ANNEXURE – II”

UNDERTAKING FOR PROVIDING FUNDS IN ACCORDANCE WITH

CONTENTS OF RESOLUTION PLAN

----------------------------------------------------------------------------------------------------

To,

Mr. Arvind Garg

Resolution Professional (RP) for Radius Infratel Private Limited



New Delhi-110 005.

Dear Sir,

SUBJECT: UNDERTAKING UNDER SECTION 25(2)(h) OF THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 (IBC) READ WITH REGULATION 36A(7) OF

THE INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY

RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016

(CIRP REGULATIONS)

I/We understand that:

1. Corporate Insolvency Resolution Process (CIRP) has been initiated for Radius

Infratel Private Limited (RIPL or CD or Corporate Debtor) as per the provisions of

Insolvency and Bankruptcy Code 2016 (IBC), by an order of National Company

Law Tribunal (NCLT) Principal Bench vide Order No. C.P. (IB) No. 59/PB/2018

dated 23 July 2018. Vide the same Order, Mr. Arvind Garg, Insolvency Professional

(IP) was appointed as Interim Resolution Professional (IRP) and he was





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subsequently appointed as Resolution Professional (RP) for Radius Infratel Private

Limited by the Committee of Creditors (CoC) of Radius Infratel Private Limited.

2. On passing of the above referred order dated 23 July 2018 by the Hon’ble NCLT,

the board of directors of Radius Infratel Private Limited was suspended and the

powers of its board of directors now vest with Mr. Arvind Garg, Resolution

professional (RP) for Radius Infratel Private Limited.

3. It is the duty of the Resolution Professional under the IBC to issue invitation for

Expression(s) of Interest and Request for Resolution Plan(s) for the corporate

debtor, in this case, Radius Infratel Private Limited, and invite the potential /

prospective resolution applicants to submit expression(s) of interest and resolution

plan (s).

I/We (hereinafter called potential / prospective resolution applicant) hereby declare

and undertake as under:

1. That Pursuant to the invitation for Expression of Interest by the Resolution

Professional to prospective resolution applicants to submit Expression of

Interest to submit resolution plan(s), we are interested in submitting an

Expression of Interest to submit resolution plan for corporate debtor Radius

Infratel Private Limited.

2. That prospective resolution applicant meets the criteria specified by the

committee of creditors of corporate debtor Radius Infratel Private Limited,

under clause (h) of sub-section (2) of section 25;

3. That prospective resolution applicant does not suffer from any ineligibility

under section 29A to the extent applicable;





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4. That prospective resolution applicant shall intimate the resolution

professional of corporate debtor Radius Infratel Private Limited forthwith if

prospective resolution applicant becomes ineligible at any time during the

corporate insolvency resolution process;

5. That every information and records provided by prospective resolution

applicant 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, forfeit any refundable deposit, and attract penal

action under the Code.

On behalf of the firm/company/organization:

Signature:

Name of signatory:

Designation:

Company Seal/stamp

Place:

Date:






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PART-III

1 SUBMISSION OF RESOLUTION PLAN BY QUALIFIED AND SHORT

LISTED PROSPECTIVE RESOLUTION APPLICANTS:

The Resolution Plan along with supporting and details is required to reach in a sealed

envelope at below mentioned address through speed post / registered post or by hand

delivery. The sealed envelope should be super scribed as “Resolution Plan for Radius

Infratel Private Limited” in the name of Arvind Garg, Resolution Professional for Radius

Infratel Private Limited, 302-A, Palmohan Plaza, Deshbandhu Gupta Road, Karol Bagh,

New Delhi-110 005, India. A soft copy of the Resolution Plan along with supporting and

details also is required to be mailed to [email protected] /

[email protected]

Submission of resolution plan.

A resolution applicant may submit a resolution plan along with an affidavit stating that he

is eligible under section 29A of IBC to the resolution professional prepared on the basis of

the information memorandum.

1) A prospective resolution applicant in the final list may submit resolution plan or plans

prepared in accordance with IBC and CIRP regulations to the resolution professional

electronically within the time given in the request for resolution plans under regulation 36B

of CIRP regulations along with

a) an affidavit stating that it is eligible under section 29A to

submit resolution plans;

b) an undertaking that it will provide for additional funds to the

extent required for the purposes under sub-regulation (1) of regulation

38 of CIRP regulations; and





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c) an undertaking by the prospective resolution applicant that

every information and records provided in connection with or in the

resolution plan is true and correct and discovery of false information

and record at any time will render the applicant ineligible to continue

in the corporate insolvency resolution process, forfeit any refundable

deposit, and attract penal action under IBC.

(1A) A resolution plan which does not comply with the provisions of sub-regulation (1) of

regulation 39 of CIRP regulations shall be rejected.

A provision in a resolution plan which would otherwise require the consent of the members

or partners of the corporate debtor, as the case may be, under the terms of the constitutional

documents of the corporate debtor, shareholders’ agreement, joint venture agreement or

other document of a similar nature, shall take effect notwithstanding that such consent has

not been obtained.






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2 Mandatory contents of the resolution plan:

A Resolution plan is required to contain mandatory contents in accordance with Regulation

38 of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for

Corporate Persons) Regulations, 2016; reproduced below for ready reference:

(1) The amount due to the operational creditors under a resolution plan shall be 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





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3 EVALUATION MATRIX

EVALUATION MATRIX

(Parameters to be applied and the manner of applying such parameters for

consideration of resolution plans for its approval, as approved by Committee

of Creditors of Corporate Debtor Radius Infratel Private Limited)

EVALUATION MATRIX FOR CONSIDERATION OF RESOLUTION

PLAN(S) in the CORPORATE INSOLVENCY RESOLUTION PROCESS

(‘CIRP’) of RADIUS INFRATEL PRIVATE LIMITED (‘Radius’)

[Regulation 36A of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for

Corporate Persons) Regulations, 2016 (‘CIRP Regulations’)]

In accordance with Regulation 2(ha) of Insolvency and Bankruptcy Board of

India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

“Evaluation Matrix” means such parameters to be applied and the manner of

applying such parameters, as approved by the committee, for consideration of

resolution plans for its approval.

The Resolution Plans submitted by Resolution Applicants (RA) shall be evaluated after

considering a defined set of quantitative as well qualitative parameters as detailed

below. The weightage to be assigned to the 2 category of parameters shall be as

follows:

S. No. Section Total Weightage

Part A Quantitative Parameters 70%

Part B Qualitative Parameters Additional 30%





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PART-A – Quantitative Parameters (Total 70 Weightage)

The evaluation of Resolution Plan under this category will be with the objective of

ascertaining the commercial attractiveness of the Resolution Plan.

The key quantitative parameters that shall be considered for the purpose of evaluation

are as follows:

S. No.

Parameter

Weight

Description

A.1

Upfront cash recovery

40

Upfront cash recovery shall be defined as the

payment proposed to be made to both financial

creditors as well as operational creditors at the

time of Closing of the Transaction or signing of

the Definitive Agreements.

Performance Bank Guarantee (PBG) /

Unconditional letter of commitment from Bank

/ cheque will need to be submitted by the RA,

which shall be for the higher of the amount

prescribed as Performance Bank Guarantee in

the Process Document or the proposed Upfront

Cash amount. A.2

‘Net Present Value’ of

continuing debt

(inclusive of upfront

cash payment)

15

This shall be computed by discounting the

future cash flows to be paid to financial

creditors by following a tiered discounting rate.

Upfront cash payment, if any, shall be

considered as part of NPV without applying any

discount.

The discounting rate shall vary depending on

the age bucket in which the cash flow falls. The

age buckets that shall be considered are as

follows:

0-5 years: 8%

>5 years up to 10 years: 10%

>10 years up to 15 years: 15%

> 15 years: 30%





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S. No.

Parameter

Weight

Description

A.3

Equity upside for the

financial creditors

10

This shall be computed based upon the amount of

equity infused and factoring the extent of

shareholding proposed to be offered to financial

creditors.

A.4

Equity / Quasi-equity

infusion for

improvement of

business operations

05

This shall be computed as the actual cash proposed to

be infused by the RA in the Corporate Debtor for

improvement of business operations in the form of

Equity or Quasi- Equity within first 6 months from

the date of signing of the Definitive Agreements plus

discounted cash flows for infusion beyond 6 months,

but up to 3 years, at a discount rate of 8% p.a. If the

infusion is beyond 3 years, it will not be considered

for scoring purposes.

Equity shall be defined as investment by way of

Common Shares.

Quasi equity shall mean fund infusion by RA in the

form of instruments, other than common shares,

which meet the following criteria:

Sub-ordinate to the secured loans

Non-interest bearing

No redemption without the consent of

secured financial creditors

For the parameter to be considered in scoring, the RA

(as defined below) has to clearly provide all the

details relating to the sources of available funds being

used for the proposed equity infusion.

Total Weight

70





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PART-B – Qualitative Parameters (Additional 30% Weightage on

calculation arrived at after applying quantitative parameter

weightages)

The evaluation of Resolution Plan under this category will be with the objective of

ascertaining the qualitative aspects of the Resolution Plan / Resolution Applicant.

For the parameters pertaining to the Resolution Applicant, we shall consider the entity

that is designated as the RA or in case the RA is a Special Purpose Vehicle (“SPV”) we

shall consider the parameters pertaining to all material shareholders in the SPV.

The key qualitative parameters that shall be considered for the purpose of evaluation are

as follows:

S. No.

Parameter

Additional Weightage

Description

B.1

Reasonableness of

Financial Projections

and feasibility of

honoring proposed

commitments

additional

10%

This shall be assessed based on various

parameters including, inter alia, Sales,

EBITDA, EBIT etc., and its Certainty /

Likelihood / Feasibility / Eventuality of

honouring proposed commitments.

This shall also refer to the reasonableness of

the assumptions in the business plan submitted

by the RA and the assessment of risks and

mitigations related to the implementation of

the resolution plan including the plan for other

stakeholders, viz. statutory authorities,

employees and operational creditors.

An additional weightage of 10% on the amount

arrived at after applying quantitative

parameters shall be assigned to this parameter.





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S. No.

Parameter

Additional Weightage

Description

B.2

Ability to turnaround

distressed companies

additional

10%

This shall refer to the years of operating

experience that the RA has in similar industry.

In case of an RA who is a financial investor, the

assessment shall be made based on the entities

in which the RA has a management control.

Further, this shall be assessed based on various

financial parameters including, inter alia,

Track record / experience of RA, Track record

in M&A taking over and turning around

distressed assets, etc.




B.3

Standing of Bidder / Group in sector / External Rating /

adherence to

financial Discipline /

record of regulatory

compliance

additional

10%

This shall be assessed based on various

parameters including, inter alia, external credit

rating, turnover & asset under management (as

applicable), collateral and adherence to

financial Discipline / record of regulatory

compliance.

The credit rating report should have been

issued within the last 15 months from the date

of submission of the resolution plan for the

external credit rating to be valid for evaluation

purposes.




Total Additional

Weight

30%





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Net Present Value Factor Table

Year Discount Rate Net Present Value Factor

Year 0 Nil 1.0000

Year 1 8% 0.9259

Year 2 8% 0.8573

Year 3 8% 0.7938

Year 4 8% 0.7350

Year 5 8% 0.6806

Year 6 10% 0.5645

Year 7 10% 0.5132

Year 8 10% 0.4665

Year 9 10% 0.4241

Year 10 10% 0.3855

Year 11 15% 0.2149

Year 12 15% 0.1869

Year 13 15% 0.1625

Year 14 15% 0.1413

Year 15 15% 0.1229

Year 16 30% 0.0150

Year 17 30% 0.0116

Year 18 30% 0.0089

Year 19 30% 0.0068

Year 20 30% 0.0053

Year 21 30% 0.0040

Year 22 30% 0.0031

Year 23 30% 0.0024

Year 24 30% 0.0018

Year 25 30% 0.0014

Year 26 30% 0.0011

Year 27 30% 0.0008

Year 28 30% 0.0006

Year 29 30% 0.0005

Year 30 30% 0.0004

Year 31 30% 0.0003

Year 32 30% 0.0002

Year 33 30% 0.0002

Year 34 30% 0.0001

Year 35 30% 0.0001





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4 EARNEST MONEY DEPOSIT: Resolution plan shall be submitted along with an Earnest Money Deposit (“EMD”), for

which the details are set out hereunder:

Payment of EMD:

• All Resolution Applicants (“RA”) shall provide an interest free EMD of INR

1,00,00,000/- (Rupees One Crore Only) in a designated account under lien for

implementation of Resolution Plan with designated Bank as part of their Resolution Plan.

• The details of designated account, designated Bank and mode of payment are as follows:

The Earnest Money Deposit must be paid by drawing Demand Drafts payable in New Delhi

favouring Radius Infratel Private Limited or by NEFT/RTGS instructions (bank details for

remittance provided below).

Union Bank of India

Connaught Place Branch, New Delhi

IFSC Code: UBIN0530786 Beneficiary A/c No.: 307801010918525

• EMD shall be retained, till the successful Resolution Applicant is selected. The

Resolution Professional (“RP”) / the Committee of Creditors (“CoC”) of Radius Infratel

Private Limited shall have the right to retain the EMD for a further period as may be

required by the Resolution Professional / the Committee of Creditors.





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Return of EMD:

• The EMD of the Resolution Applicant, who has not been selected as the successful

Resolution Applicant, shall be returned within 30 days after the date of declaration of the

Successful Applicant.

Forfeiture of EMD of the successful Resolution Applicant:

• The Committee of Creditors shall be entitled to forfeit the EMD where; in case of any

noncompliance with the Resolution Plan Process or the Resolution Plan submitted by

successful Resolution Applicant.

Provided, that the Committee of Creditors shall not forfeit the EMD of the successful

Resolution Applicant, if any non-compliance with the requirements set out above arises

due to:

(i) non-receipt of the Letter of Intent from the Committee of Creditors; or

(ii) the successful Resolution Applicant not accepting additional terms stipulated by the

Committee of Creditors in addition to the Resolution Plan, pursuant to negotiations with

the successful Resolution Applicant.

The forfeiture of the EMD shall not limit any rights or remedies that the Resolution

Professional or the Committee of Creditors may have under applicable law or otherwise,

against any Resolution Applicant or successful Resolution Applicant, as the case may be.






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5 LAST DATE OF SUBMISSION OF RESOLUTION PLAN:

The last date for submission of Resolution Plan along with supporting and details and

requisite EMD is April 13, 2019. In case the designated day happens to be a holiday in

New Delhi, National Capital Territory of Delhi, the next working day will be deemed as

the last date for submission of Resolution Plan.






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6 NOTES AND OTHER INFORMATION:

(i) The details of all the Expression of Interest (“EOI”) received on or before the last date

of submission of EOI will be presented by the RP to the CoC of Radius Infratel Private

Limited (under Corporate Insolvency Resolution Process) in their meeting and The

resolution professional shall issue a provisional list of eligible prospective resolution

applicants.

(ii) The RP and his advisors will review EOIs received from prospective RAs so as to

ensure that the same are in conformity with the provisions of Insolvency & Bankruptcy

Code, 2016. The resolution professional shall issue the information memorandum,

evaluation matrix and a request for resolution plans, within five days of the date of issue

of the provisional list.

(iii) Access to Information Memorandum (IM), Virtual data room/dropbox for Due

Diligence and other relevant information will be provided to qualified and shortlisted RA

after receiving a confidentiality undertaking as per section 29 (2) of the IBC, 2016. The

confidentiality undertaking to be submitted by RA is set out in “Annexure – III” hereunder.

(iv) RAs should satisfy the conditions as specified under section 29A of IBC. The

declaration to be submitted by RA under section 29A of IBC is set out in “Annexure – IV”

hereunder.

(v) RAs will be required to submit the resolution plan within timelines along with EMD,

etc. in accordance with the IBC and the CIRP Regulations.

(vi) All prospective RAs who are desirous of submitting a resolution plan in respect of the

Corporate Debtor must read, understand and comply with all requirements under the IBC,

the CIRP Regulations and any other applicable law that are in force now or which may

come into force subsequently, in relation to the resolution plan and all matters incidental

thereto.





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(vii) For any clarifications, please write to: [email protected] /

[email protected].

(i) This document is not an offer or invitation for sale or the solicitation of an offer to buy,

purchase or subscribe to any securities, if any, of Radius Infratel Private Limited.

(ii) COC / RP reserve the right to withdraw EOI process and/or cancel the Resolution Plan

process at any stage. Mere submission of the EOI / Resolution Plan shall not create any

rights in favour of the RA and the decision of the CoC / RP regarding the EOI / resolution

plan process shall be final and binding on all parties. The CoC / RP further reserves the

right to (a) amend, extend, vary or modify the terms and conditions regarding submission

of Resolution plan, including but not limited to Evaluation Matrix, timelines regarding

submission of Resolution Plans; and (b) disqualify and/or reject any RA at any stage of the

bid process without assigning any reason and without any liability, including any tortious

liability.

(iii) Amendments / Clarifications / Information regarding extension, if any, of time for

submission of EOI / Resolution Plan and terms and conditions thereof shall be uploaded

on the Radius Infratel Private Limited’s website. All interested parties should visit Radius

Infratel Private Limited’s website at www.radiusinfratel.com to keep themselves updated

regarding the same.

(iv) No agreements with RP or any official, representative, affiliates, associate, advisor,

agent, director, partner or employee of the RP or Radius Infratel Private Limited or any

member of the COC or verbal communication by them shall affect or modify any terms of

the this EOI / Resolution Plan process.

(v) No claims against the RP or Radius Infratel Private Limited or any member of the COC

or any of their official, representative, affiliates, associate, advisor, agent, director, partner

or employee would arise out of this EOI / Resolution Plan process.

(vi) By submitting a Resolution Plan, each RA shall be deemed to acknowledge that it has

carefully read the entire EOI / Resolution Plan process, its terms and conditions and

evaluation matrix and has fully informed itself as to all existing conditions and limitations.





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SD/-

Arvind Garg


Registration No.: IBBI/IPA-003/IP-N00029/2017-18/10189






India.

Place: New Delhi

Date: February 23, 2019

Attachments: Annexures – I to IV






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PART-IV

1. PROCESS SUBSEQUENT TO RECEIPT OF RESOLUTION

PLANS:

i. The Resolution Professional shall submit to the Committee of Creditors, all

Resolution Plans which comply with the requirements of the IBC and CIRP

regulations.

ii. The CoC may approve any resolution plan with such modifications as it deems fit.

iii. After CoC approval of the Resolution Plan submitted by the successful Resolution

Applicant, the Letter of Intent (“LOI”) will be issued to the successful Resolution

Applicant.

iv. The Resolution Professional shall submit the Resolution Plan approved by the CoC

to the Hon’ble National Company Law Tribunal (“NCLT”) for approval.

v. The Resolution Professional shall forthwith send a copy of the Order of the

Adjudicating Authority approving or rejecting a Resolution Plan to the CoC and the

successful Resolution Applicant.

vi. Upon receiving approval from Hon’ble NCLT, the necessary documentations will

be completed.






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2 Actions by Resolution Professional

The resolution professional shall examine each resolution plan received by him to confirm

that each resolution plan -

a. provides for the payment of insolvency resolution process costs in a manner

specified by the Board in priority to the payment of other debts of the

corporate debtor;

b. provides for the payment of the debts of operational creditors in such manner

as may be 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 of the Insolvency & Bankruptcy Code,

2016;

c. provides for the management of the affairs of the Corporate debtor 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 IBBI.

The resolution professional shall present to the committee of creditors for its approval such

resolution plans which confirm the conditions referred to hereinbefore.

The resolution professional shall submit the resolution plan as approved by the committee

of creditors to the Adjudicating Authority.





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3 Approval of Resolution Plan by Committee of Creditors

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 IBBI.

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.

The CoC shall evaluate the resolution plans received strictly as per the evaluation matrix

to identify the best resolution plan and may approve it with such modifications as it deems

fit

Important Note:

In Corporate Insolvency Resolution Process of Radius Infratel Private Limited, the

Committee of Creditors has only one member (Union Bank of India-financial creditor) with

100% voting rights. Hence, decision on approval of resolution plan(s) will be taken by sole

member of CoC, i.e., Union Bank of India.






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4 Approval of Resolution Plan by Hon’ble National Company

Law Tribunal

If Hon’ble National Company Law Tribunal is satisfied that the resolution plan as approved

by the committee of creditors meets the requirements as referred to in sub-section (2) of

section 30 of IBC, it shall by order approve the resolution plan which shall be binding on

the corporate debtor and its employees, members, creditors, guarantors and other

stakeholders involved in the resolution plan.

A provision in a resolution plan which would otherwise require the consent of the members

or partners of the corporate debtor, as the case may be, under the terms of the constitutional

documents of the corporate debtor, shareholders’ agreement, joint venture agreement or

other document of a similar nature, shall take effect notwithstanding that such consent has

not been obtained.






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“ANNEXURE – J”

UNDERTAKING FOR ACCURACY OF INFORMATION CONTAINED IN

RESOLUTION PLAN

----------------------------------------------------------------------------------------------------

To,

Mr. Arvind Garg




New Delhi-110 005.

Dear Sir,

SUBJECT: UNDERTAKING UNDER REGULATION 39(1)(c) OF THE

INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY


(CIRP REGULATIONS)

I/We hereby declare and undertake as under:

1. That pursuant to the Request for Resolution Plan by the Resolution Professional

of Corporate Debtor Radius Infratel Private Limited to prospective resolution

applicants, we are submitting a resolution plan (bid / proposal) for Corporate

Debtor Radius Infratel Private Limited.

2. That every information and records provided in connection with or in the

resolution plan is true and correct.

3. That discovery of false information and record at any time will





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(i) render the resolution applicant ineligible to continue in the corporate

insolvency resolution process

(ii) forfeit any refundable deposit, including but not limited to Earnest

Money Deposit and

(iii) attract penal action under the Insolvency & Bankruptcy Code, 2016.


Signature:

Name of signatory:

Designation:

Company Seal/stamp

Place:

Date:






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“ANNEXURE – K”

CONFIDENTIALITY UNDERTAKING

----------------------------------------------------------------------------------------------------

To,

Mr. Arvind Garg




New Delhi-110 005.

Dear Sir,

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


(CIRP REGULATIONS) TO MAINTAIN CONFIDENTIALITY

I/We understand that:

1. Corporate Insolvency Resolution Process (CIRP) has been initiated for Radius

Infratel Private Limited (Radius Infratel Private Limited or Corporate Debtor) as

per the provisions of Insolvency and Bankruptcy Code 2016 (IBC), by an order of

National Company Law Tribunal (NCLT) Principal Bench vide Order No. C.P. (IB)

No. 59/PB/2018 dated 23 July 2018. Vide the same Order, Mr. Arvind Garg,

Insolvency Professional (IP) was appointed as Interim Resolution Professional

(IRP) and he was subsequently appointed as Resolution Professional (RP) for

Radius Infratel Private Limited by the Committee of Creditors (CoC) of Radius






Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


2. On passing of the above referred order dated 23 July 2018 by the Hon’ble NCLT,

the board of directors of Radius Infratel Private Limited was suspended and the

powers of its board of directors now vest with Mr. Arvind Garg, Resolution

professional (RP) for Radius Infratel Private Limited.

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, Radius Infratel Private

Limited, and invite the potential / prospective resolution applicants to submit

resolution plan (s).

I/We hereby declare and undertake as under:

1. Pursuant to the invitation for Expression of Interest/Request for Resolution Plan 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 Radius Infratel Private Limited and other relevant

Information / additional information in physical and electronic form, relating to

Radius Infratel Private Limited that may be necessary to submit a resolution plan

for Radius Infratel Private Limited by us, either directly or through our affiliates

(Transaction). We note, understand and acknowledge that:

(i) You have prepared IM of Radius Infratel Private Limited in terms of Section 29

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 confidentially as required under Section 29 of the IBC and Regulation 36 of the





Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


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 Radius Infratel Private Limited 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 such the

resolution plan is approved by the committee of creditors of Radius Infratel Private

Limited;

(iv) Other additional information relating to Radius Infratel Private Limited 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 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





Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


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

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.

(ii) Protect any intellectual property and confidential information of Radius Infratel

Private Limited 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, and 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 Confidential

Information for the purpose of the Transaction provided, that such Representatives





Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


have been directed to comply with the confidentiality and use obligations of this

undertaking in case any Confidential Information is disclosed to them.

We will be solely responsible for any breach of the provisions of this undertaking

of confidentiality by any of our Representatives, except for those Representatives

who have a separate undertaking of confidentiality with you.

6. We accept and acknowledge that the Confidential Information has been developed

or obtained by Radius Infratel Private Limited through investment of significant

time, effort and expense, and that the Confidential Information is valuable, special

and unique asset of Radius Infratel Private Limited, which provides Radius Infratel

Private Limited 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 Radius Infratel Private

Limited 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. Use Confidential Information solely for the purpose of transaction and not

for any other purpose.





Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


7. We hereby agree to, and, will direct our Representatives to not share the

Confidential Information with any third party/person or entity except where

Confidential Information:

a) 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; or

c) prior consent by the Resolution Professional is provided for disclosure in

writing; or

d) Is 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 or not or whether the resolution

plan submitted by us is placed before the committee (including by

deposition, interrogatory, request for documents, subpoena, civil

investigative demand, or similar process).

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 its own confidential information.

10. We understand and undertake, in the event of not being shortlisted for the binding

bid phase or our bid not qualifying for being placed before the committee of

creditors of Radius Infratel Private Limited or the committee of creditors rejecting





Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


our bid or the NCLT not approving our bid or in the event that the RP calls upon us

in to do so, we shall immediately return or destroy the Confidential Information

including the IM and other information provided by the RP or its representatives,

without retaining a copy thereof, in electronic or any other form.

11. This undertaking of confidentiality condition shall remain valid for a period of three

(3) years after it is executed, irrespective of whether we are shortlisted for the next

phase of inviting binding bids or not or whether the resolution plan submitted by us

is placed before the committee of creditors or not or whether it is approved by the

committee of creditors or not and even after completion of the corporate insolvency

resolution process.

12. We understand that if we disclose (or threaten to disclose) Confidential Information

in violation of this undertaking of confidentiality, the Resolution Professional or

Radius Infratel Private Limited or CoC shall be entitled to pursue all available

remedies including legal recourse (both, by way of damages or specific relief) to

safeguard its interest under undertaking of confidentiality.

We accept and agree above terms.


Signature:

Name of signatory:

Designation:

Company Seal/stamp

Place:

Date:






Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


“ANNEXURE – ‘L’

DECLARATION UNDER SECTION 29A OF IBC

----------------------------------------------------------------------------------------------------

(To be notarised on stamp paper)

In the matter of Corporate Insolvency Resolution Process of Radius Infratel

Private Limited under the provisions of the Insolvency and Bankruptcy Code,

2016

AFFIDAVIT

I, [Name of Deponent], son of / daughter of [Name of Deponent’s father] aged [Age of

Deponent] resident of [Address of Deponent], the Deponent, do hereby solemnly affirm,

state and declare as under:

1. That I am fully conversant with the facts and circumstances of the matter and am

also duly empowered and competent to swear and affirm this affidavit.

2. That I have understood the provisions of section 29A of the Insolvency and

Bankruptcy Code, 2016 (“IBC”). I confirm that neither [name of the resolution

applicant] nor any person acting jointly or in concert with [name of the resolution

applicant] is ineligible under Section 29A of IBC to submit resolution plan (s) in the

Corporate Insolvency Resolution Process of Radius Infratel Private Limited under

the provisions of the Insolvency and Bankruptcy Code, 2016.

3. That [name of resolution applicant] has not been rendered ineligible under the

provisions of Section 29A of the Insolvency and Bankruptcy Code, 2016.

4. That I therefore, confirm that [name of the applicant] is eligible under Section 29A

of the Insolvency and Bankruptcy Code, 2016 to submit a resolution plan for Radius


5. That I Confirm that the said declaration and disclosure is true and correct.

6. That I am duly authorised to submit this declaration by virtue of [state where the

authority is drawn from]





Phone: +91 11 4772 4484, +91 11 4772 4485 Mobile No. +91 97173 01110


Deponent

Verification

Verified at [Place] at this [Date] day of [Month] 2019, that the content of the above affidavit

are true and correct to my personal knowledge, nothing is false in it and no material facts

have been concealed therefrom.

Deponent

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