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]
Registered E-mail Address: [email protected]
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 3 of 81
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
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 4 of 81
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
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 5 of 81
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
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 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
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
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 Radius Infratel Private Limited Page 7 of 81
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.
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
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 Radius Infratel Private Limited Page 8 of 81
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
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
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 Radius Infratel Private Limited Page 9 of 81
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
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
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 Radius Infratel Private Limited Page 10 of 81
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.
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
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 Radius Infratel Private Limited Page 11 of 81
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.
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
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 Radius Infratel Private Limited Page 12 of 81
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.
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
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 Radius Infratel Private Limited Page 13 of 81
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
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
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 Radius Infratel Private Limited Page 14 of 81
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.
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
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 Radius Infratel Private Limited Page 15 of 81
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.
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
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 Radius Infratel Private Limited Page 16 of 81
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.
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
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 Radius Infratel Private Limited Page 17 of 81
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.
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
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 Radius Infratel Private Limited Page 18 of 81
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/-
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
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 Radius Infratel Private Limited Page 19 of 81
Arvind Garg
Resolution Professional
Radius Infratel Private Limited
(Under Corporate Insolvency Resolution Process)
IP Registration No.: IBBI/IPA-003/IP-N00029/2017-18/10189
E-mail Address for communication: [email protected]
Registered E-mail Address: [email protected]
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>>
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
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 Radius Infratel Private Limited Page 20 of 81
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:
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
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 Radius Infratel Private Limited Page 21 of 81
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:
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
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 Radius Infratel Private Limited Page 22 of 81
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.
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 23 of 81
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.
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 24 of 81
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.
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 25 of 81
“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
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
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 Radius Infratel Private Limited Page 26 of 81
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
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
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 Radius Infratel Private Limited Page 27 of 81
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.
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
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 Radius Infratel Private Limited Page 28 of 81
“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,
Deshbandhu Gupta Road,
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.
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
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 Radius Infratel Private Limited Page 29 of 81
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;
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
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 Radius Infratel Private Limited Page 30 of 81
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
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
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 Radius Infratel Private Limited Page 31 of 81
“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.
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 32 of 81
“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
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
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 Radius Infratel Private Limited Page 33 of 81
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)
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 34 of 81
“ANNEXURE – E”
CONFIDENTIALITY UNDERTAKING
(To be executed on stamp paper)
To,
Mr. Arvind Garg,
Resolution Professional for Radius Infratel Private Limited
302-A, Palmohan Plaza,
Deshbandhu Gupta Road,
Karol Bagh, New Delhi-110 005,
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.
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
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 Radius Infratel Private Limited Page 35 of 81
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.
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
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 Radius Infratel Private Limited Page 36 of 81
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;
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
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 Radius Infratel Private Limited Page 37 of 81
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
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
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 Radius Infratel Private Limited Page 38 of 81
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
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
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 Radius Infratel Private Limited Page 39 of 81
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
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 40 of 81
“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
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
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 Radius Infratel Private Limited Page 41 of 81
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
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 42 of 81
“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:
302-A, Palmohan Plaza, Deshbandhu Gupta Road,
Karol Bagh, New Delhi-110 005, India.
10 Last date for receipt of expression of interest
March 11, 2019
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
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 Radius Infratel Private Limited Page 43 of 81
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:
302-A, Palmohan Plaza, Deshbandhu Gupta Road,
Karol Bagh, New Delhi-110005, India
Phone: +91 11 4772 4484, 4722 4485
E-mail Address for Communication: [email protected]
Registered E-mail Address: [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
Address: 302-A, Palmohan Plaza,
Deshbandhu Gupta Road,
Karol Bagh, New Delhi-110005, India
18 Estimated date for submission of resolution plan to the Adjudicating Authority for approval
April 18, 2019
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
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 Radius Infratel Private Limited Page 44 of 81
19 Name and registration number of the resolution professional
Mr. Arvind Garg
IP Regn. No.: IBBI/IPA-003/IP-N00029 /2017-18/10189
20 Name, Address and e-email of the resolution professional, as registered with the Board
Mr. Arvind Garg
IP Regn. No.: IBBI/IPA-003/IP-N00029 /2017-18/10189
RP’s Address: 302-A, Palmohan Plaza, Deshbandhu Gupta Road, Karol Bagh, New Delhi-110005, India
Registered E-mail Address: [email protected]
21 Address and email to be used for correspondence with the resolution professional
Mr. Arvind Garg
IP Regn. No.: IBBI/IPA-003/IP-N00029 /2017-18/10189
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
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 45 of 81
“ANNEXURE – H”
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
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 Radius Infratel Private Limited Page 46 of 81
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
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 Radius Infratel Private Limited Page 47 of 81
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
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 Radius Infratel Private Limited Page 48 of 81
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
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 Radius Infratel Private Limited Page 49 of 81
“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
302-A, Palmohan Plaza,
Deshbandhu Gupta Road,
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
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
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 Radius Infratel Private Limited Page 50 of 81
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;
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
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 Radius Infratel Private Limited Page 51 of 81
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:
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 52 of 81
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] /
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
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
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 Radius Infratel Private Limited Page 53 of 81
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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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
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 Radius Infratel Private Limited Page 54 of 81
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
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
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 Radius Infratel Private Limited Page 55 of 81
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%
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
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 Radius Infratel Private Limited Page 56 of 81
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%
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
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 Radius Infratel Private Limited Page 57 of 81
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
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
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 Radius Infratel Private Limited Page 58 of 81
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.
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
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 Radius Infratel Private Limited Page 59 of 81
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.
An additional weightage of 10% on the amount
arrived at after applying quantitative
parameters shall be assigned to this parameter.
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.
An additional weightage of 10% on the amount
arrived at after applying quantitative
parameters shall be assigned to this parameter.
Total Additional
Weight
30%
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
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 Radius Infratel Private Limited Page 60 of 81
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
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
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 Radius Infratel Private Limited Page 61 of 81
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.
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
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 Radius Infratel Private Limited Page 62 of 81
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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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
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 Radius Infratel Private Limited Page 63 of 81
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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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
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 Radius Infratel Private Limited Page 64 of 81
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.
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
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 Radius Infratel Private Limited Page 65 of 81
(vii) For any clarifications, please write to: [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.
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
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 Radius Infratel Private Limited Page 66 of 81
SD/-
Arvind Garg
Resolution Professional for Radius Infratel Private Limited
Registration No.: IBBI/IPA-003/IP-N00029/2017-18/10189
E-mail Address for communication: [email protected]
Registered E-mail Address: [email protected]
Address: 302-A, Palmohan Plaza,
Deshbandhu Gupta Road,
Karol Bagh, New Delhi-110 005,
India.
Place: New Delhi
Date: February 23, 2019
Attachments: Annexures – I to IV
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 67 of 81
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.
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 68 of 81
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.
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
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 Radius Infratel Private Limited Page 69 of 81
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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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
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 Radius Infratel Private Limited Page 70 of 81
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.
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 71 of 81
“ANNEXURE – J”
UNDERTAKING FOR ACCURACY OF INFORMATION CONTAINED IN
RESOLUTION PLAN
----------------------------------------------------------------------------------------------------
To,
Mr. Arvind Garg
Resolution Professional (RP) for Radius Infratel Private Limited
302-A, Palmohan Plaza,
Deshbandhu Gupta Road,
New Delhi-110 005.
Dear Sir,
SUBJECT: UNDERTAKING UNDER REGULATION 39(1)(c) OF THE
INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY
RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016
(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
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
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 Radius Infratel Private Limited Page 72 of 81
(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.
On behalf of the firm/company/organization:
Signature:
Name of signatory:
Designation:
Company Seal/stamp
Place:
Date:
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 73 of 81
“ANNEXURE – K”
CONFIDENTIALITY UNDERTAKING
----------------------------------------------------------------------------------------------------
To,
Mr. Arvind Garg
Resolution Professional (RP) for Radius Infratel Private Limited
302-A, Palmohan Plaza,
Deshbandhu Gupta Road,
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
RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016
(CIRP REGULATIONS) TO MAINTAIN CONFIDENTIALITY
I/We understand that:
1. Corporate Insolvency Resolution Process (CIRP) has been initiated for 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
Infratel Private Limited.
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
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 Radius Infratel Private Limited Page 74 of 81
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
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
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 Radius Infratel Private Limited Page 75 of 81
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
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
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 Radius Infratel Private Limited Page 76 of 81
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
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
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 Radius Infratel Private Limited Page 77 of 81
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.
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
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 Radius Infratel Private Limited Page 78 of 81
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
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
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 Radius Infratel Private Limited Page 79 of 81
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.
On behalf of the firm/company/organization:
Signature:
Name of signatory:
Designation:
Company Seal/stamp
Place:
Date:
<<this space has been intentionally left blank>>
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
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 Radius Infratel Private Limited Page 80 of 81
“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
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]
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
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 Radius Infratel Private Limited Page 81 of 81
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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