EOI Land of GKW (Sankey Wheels) at Durgapur, WB Oct 2012

Knight Frank (India) Pvt. Ltd.

Paville House, Near Twin Towers, Off Veer Savarkar Marg, Prabhadevi,

Mumbai 400025.

INFORMATION MEMORANDUM:

LAND AT DURGAPUR

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Registered Office: Paville House, Near Twin Towers, Off Veer Savarkar Marg, Prabhadevi, Mumbai 400025.

A

PROPOSAL

3

B

PROPERTY INFORMATION

5

C

DURGAPUR OVERVIEW

11

D

TRANSACTION PROCESS

13

E

DISCLAIMER

26

F

CONTACT DETAILS

28

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A. Proposal

GKW Limited (formerly Guest Keen Williams Limited) was a subsidiary of the U.K. based engineering giant GKN plc. for well over 60 years. In 1994 GKN plc. divested its stake in GKW Limited. The major end use sectors serviced by GKW include automotive, electrical, electronic and general engineering industries. Knight Frank India Pvt. Ltd. (KFI) has been appointed as an advisor in the matter of sale of their property located at Bidhannagar, Durgapur. GKW Limited is desirous to transfer the subject property through a Bid Process subject to the laws of India and in accordance with the terms and conditions applicable by ADDA (Asansol Durgapur Development Authority) – The Original Lessor of the Land and the statutory body Governing Development in Asansol-Durgapur Region. The subject property comprising land and a building situate thereon is proposed to be „Lease transferred‟ on “as is where is basis” through “Bid Process”

The last date for submission of the EOI is 15th December 2012.

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A

PROPOSAL

3

B


5

C

DURGAPUR OVERVIEW

11

D

TRANSACTION PROCESS

13

E

DISCLAIMER

26

F

CONTACT DETAILS

28

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B. Property Information

Location Sector 2B Biddhanagar, Durgapur – the prime residential area of Durgapur. Near Muchipara Crossing, Durgapur, West Bengal

Land Information Land Area Leased Land Areas

Lease Commencement Date (Granted by ADDA)

Lease period

15.065 Acres

7.000 Acres 8th Jun 1963 999 Years

8.065 Acres 8th Dec 1963 999 Years

Structures The Land has several old buildings and a large open ground.

Surroundings Master-planned Residential Zone with Independent Houses. Independent Houses, Schools, Church, Mission Hospital and other dilapidated Housing Complexes

Demarcation Rectangular in shape bounded by 60 and 80 feet wide road on all sides.

Accesibility Service Road parallel 200 meters from NH2

Topographical Features The Land is flat and there are no HT/LT Lines over the property.

Nature of offer Lease Transfer on “As where is Basis”

Connectivity

Rules Governing & Developmental Parameters

Development Parameters governed by Durgapur Municipal Corporation

Floor Area Ratio

Residential Zone 2.5

Commercial Zone 2.25

Business Building 2.25

Height Restriction 24 Meters

Connectivity Travelling Time Distances

Durgapur City Center 15 Minutes 9 Kms

Railway Station 20 minutes 5 Kms

Kolkata Airport 3 Hours 180 Kms

NH2 5 Minutes ½ Km

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Geographical Map

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Site map

Location map

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Site Photographs

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Photographs of surrounding areas

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A

PROPOSAL

3

B


5

C

DURGAPUR OVERVIEW

11

D

TRANSACTION PROCESS

13

E

DISCLAIMER

26

F

CONTACT DETAILS

28

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C. Durgapur City Overview

Durgapur is a city of the state of West Bengal, India,

located about 180 km from Kolkata, in the Burdwan

District. The second planned city in India and a well laid

out industrial township, designed by Joseph Allen Stein

and Benjamin Polk. It is home to one of the largest

industrial units in the state, Durgapur Steel Plant, one

of the integrated steel plants of Steel Authority of India

Limited. Alloy Steels Plant of SAIL and CMERI, a CSIR

laboratory, are also located here. There are a number

of power plants, chemical and engineering industries

etc. Some metallurgical units have also come up in

recent years.

The Railway Chord Line connecting Kolkata and Delhi

passes through Durgapur. A full-fledged domestic

airport is coming up at Andal 24 Kms from Durgapur

City Center on NH2. Durgapur is well connected via

roads as the NH2 Passes through it. Durgapur also

provides access to neighboring districts Birbhum,

Bankura and Purulia. It is a Low density scattered

township and has Under-utilized urban infrastructures.

Like other parts of the country, Durgapur is also

witnessing a transformation in Housing, Retail,

Commercial, Entertainment and Social Infrastructures.

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A

PROPOSAL

3

B


5

C

DURGAPUR OVERVIEW

11

D

TRANSACTION PROCESS

13

E

DISCLAIMER

26

F

CONTACT DETAILS

28

Page 12 of 26



D. Transaction Process

Process Chart

Signing of proposed agreement by the land Proposed Vendors and successful bidder

Declaration of the successful bidder

Scrutiny and selection of bidders

Submission of bids

Site inspections and due diligence

Advertisement release and circulating IM document to prospective buyers

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Terms & conditions

A. Introduction:

The subject property is proposed to be sold on “as is where is basis”.

The subject property comprises of land and building situate thereon. The internal fitment, furniture fixtures and fittings are not part of this offer.

o The subject property is proposed to be sold after determination of sale price through “Bid Process” in the manner set out herein.

o Interested bidders must follow the procedure detailed below, in case they wish to participate in the bid process.

B. Site and Document Inspection:

Bidders may inspect the subject property and the available Proposed Vendorship and related documents in respect of the subject property by prior appointment to be arranged through officials of KFI. Prior to submission of the said offers / bids, the bidders shall carry out all formalities of verification of Owner‟s title to the subject property.

The bidders who shall submit their offers / bids in the manner provided herein below, shall be deemed to have (a) read and understood the title and other documents relating to the subject property (b) complied with all the procedures and formalities of verification of the title and (c) accepted the title of Proposed Vendors to the subject property and hence shall not be allowed to raise any further requisition or queries with regard to the same. The bidder shall not be entitled to withdraw from or annul the transaction after the submission of bids / offers, on account of any defect or irregularity in Owner‟s title to the subject property.

C. Eligibility criteria for bidding:

The prospective bidder may be any person, registered partnership firm, or public or private limited company registered in India or any other legal entity. It must be legally competent to enter into contract as per prevailing laws.

D. Bidding Format:

Bidders must submit the bid in the prescribed formats provided in Section E-Transaction Process, Sub-Section III. Proforma herein below. Offer / Bids made in any other format will be deemed invalid, and will not be accepted.

The offer to be submitted must comprise the following;

Offer letter on the letterhead from prospective bidder signed by the authorized representative indicating

initial price offer and confirming acceptance of the terms and conditions of the bid (a copy of resolution

and/or letter of authority authorizing the person to submit the bid on behalf of the bidder must also be

attached) (Format -1).

Fact sheet giving details of the prospective bidder with an outline of corporate, shareholder, regulatory

or other approvals required to be obtained by the bidder(s) if any (Format – 2).

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Pay Order / Demand Draft for Rs. 25,00,000/- (Twenty Five Lakhs Only) favoring “GKW Limited”

payable at Mumbai, being the Participation Deposit in order to participate in the bid process. No

interest will be paid on the Participation Deposit.

Bidders must ensure that the Offer letter with Participation Deposit is submitted in sealed envelope, super-scribed with the words: “Offer for purchase of property at Durgapur”

Detailed name, address and contact details of the bidder must also be super scribed on the sealed envelope.

Offers in the above format with Participation Deposit must reach KFI‟s office at the following address on or before 15th December, 2012

Attn: Mr Tirthankar Basu Knight Frank (India) Pvt. Ltd Shaila Towers, 7th Floor, Room No.702. J1/16 EP Block. Sector-V, Salt Lake. Kolkata 700 091 India S

E. Opening of bids and competitive bidding:

The bids received will be scrutinized by Proposed Vendors, who may at its discretion invite selected bidders to

for further discussions in the matter.

Proposed Vendors through KFI will intimate the bidders who are not considered for further discussion, and will

return the Participation Deposit to their duly authorized representatives within five working days.

Upon completion of discussions, and provided the Reserve Price (an internal parameter which Proposed

Vendors may not disclose to the bidders) has been achieved (which requirement may be waived by Proposed

Vendors at their own discretion), Proposed Vendors will confirm acceptance of the bid of the selected party

whose terms are more favorable / advantageous/preferable according to the sole discretion of Proposed

Vendors.

The Participation Deposit tendered by the “prospective purchaser” shall be adjusted towards the final sale price,

in case of a successful bid.

The Participation Deposit shall be returned in full without any interest to all parties who have been invited for

discussions within a period of 14 (fourteen) working days from the date of submission of bids.

Submission of the Participation Deposit shall not in any manner create any interest/ encumbrance or charge on

the subject property.

F. Procedure after bid process and acceptance of bid:

1. The successful bidder shall within a period of 10 (ten) days from the date of competitive bid process, enter into a proposed Agreement with Proposed Vendors, recording therein the terms and conditions on which the sale and/or transfer of the subject property shall be effected by Proposed Vendors in favour of the successful bidder. The successful bidder shall simultaneously with the execution of the said Agreement pay to Proposed

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Vendors the entire agreed sale price (which would be determined in the manner above) towards the proposed sale of the subject property.

2. In the event the prospective purchaser fails to enter into the said Agreement for any reason, within the aforesaid period of 10 days then Proposed Vendors shall have at their sole discretion the option to extend the said period or to reject the bid/cancel the proposed agreement and forfeit the Participation Deposit as the case may be received by them from the successful bidder. The successful bidder shall stand disqualified from the bidding and Proposed Vendors shall at their sole option and discretion offer the property to the second highest bidder who will be required to complete the sale on the terms and conditions detailed herein. Proposed Vendors also reserve the right to deal with the subject property with any other person (who may or may not have participated in the bidding process) without any reference to the said disqualified bidder or other bidders.

3. Proposed Vendors shall execute in favour of the said successful bidder relevant transaction documents in

terms of the format to be prepared and handed over by Proposed Vendors to the prospective purchaser) or any

other documents (in the format which may be decided by Proposed Vendors) for transferring and conveying the

subject property only upon the said prospective purchaser obtaining the aforesaid clearances, permission,

consents, sanction. The prospective purchaser shall, against the aforesaid Power of Attorney, duly execute and

deliver to Proposed Vendors, a separate Deed of Indemnity in favour of Proposed Vendors for the losses,

damages, demands, claims that may be caused or suffered to/by Proposed Vendors on account of the exercise

of the power to be conferred under the said Power of Attorney. Proposed Vendors may provide all necessary

support, including providing letters, documents and information as may be available with Proposed Vendors to

facilitate and enable the said transaction.

4. The prospective purchaser shall within a period of 3 months from the date of executing the said Agreement

with Proposed Vendors, obtain all statutory and other clearances, permission, consents, sanctions which shall

be required for duly effecting the sale and/or transfer of the subject property by executing a Deed of Assignment.

In pursuance of the same, Proposed Vendors shall also sign all papers and documents and render all necessary

assistance as may be required by the prospective purchaser. All cost, consequences, charges, taxes by

whatever name called shall be paid and borne by the prospective purchaser. Proposed Vendors prior to the

execution of the Agreement shall obtain all the internal approvals and permissions Proposed Vendors may be

required to obtain. If any charges or transfer fees or unearned income or deposit becomes payable to any of the

authorities, for obtaining the said clearances, permission, consents, sanction, than the same shall be borne and

paid by the prospective purchaser alone. Proposed Vendors shall execute a Power of Attorney in favour of the

successful bidder, authorizing the successful bidder to obtain the aforesaid statutory and other clearances,

permission, consents, sanctions, etc.

5. As the subject property is being sold on as is where is basis, Proposed Vendors shall not in the Agreement

or the Assignment Deed make any representation or warranties concerning title, zoning, tax consequences,

physical or environmental conditions, availability of access, ingress or egress, property value, governmental

approvals, or governmental regulations. Further Proposed Vendors shall not be bound to remove any existing

impediments or encumbrances to title, if any, unless otherwise agreed prior to execution of the Agreement. All

expenses and cost relating to such removal shall be borne by the prospective purchaser alone. If any of the

clearances, approvals, permission or sanction which are stated hereinabove, are not obtained, the agreed sale

price paid by the prospective purchaser to Proposed Vendors shall not be required to be refunded under any

circumstances whatsoever.

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6. Proposed Vendors will hand over vacant possession of the subject property simultaneously with the

execution of the relevant transaction documents. Upon completion of the aforesaid process, the purchaser will

have no claim over the Proposed Vendors in any regard.

G. Conditions of bid process and proposed sale:

1. The subject property is being sold on “As is where is basis”. Prior to the submission of the bid documents set out below, the bidder shall be deemed to have taken inspection of the subject property and the available documents in respect thereof and also presumed to have made all inquiries in respect of the subject property and satisfied themselves that the title of Proposed Vendors to the subject property is free, clear and marketable. Further if any error, mis-statement act of commission or omission shall have been made in the particulars of or represented through this Information Memorandum, the bidder shall be deemed to have waived all his/ its objections to the same and all such errors, mis-statements, omissions shall not annul or in any manner affect the sale in favour of the successful bidder nor shall such errors, mis-statements, omissions entitle any of the successful bidders to be discharged from his obligations nor shall any compensation be allowed to any of the bidder on account thereof.

2. It is expressly clarified and brought to the notice of all intending bidders that in the event the prospective purchaser fails to enter into the said Agreement for any reason, within the aforesaid period of 10 days, then Proposed Vendors shall have at their sole option to extend the said period or to cancel the proposed agreement and forfeit the Participation Deposit received by it from the successful bidder.

3. The successful bidder with whom the sale is proposed to be concluded will be responsible, at its own cost and expenses, for securing all necessary statutory and other clearances, permission, consents, sanction, from all concerned authorities, to enable effective sale, transfer and Assignment of the subject property. The prospective purchaser will be liable for all costs relating to the transfer and Assignment of the subject property, survey and demarcation of the subject property and rectification of any government records relating to the subject property, and Proposed Vendors will not be liable for the same. The prospective purchaser will initiate steps / action for procuring all the aforesaid clearances, permission, consents, sanction, only after the execution of the transaction documents with Proposed Vendors and payment of the full sale price as provided herein.

4. The final agreed bid price, which may be accepted by Proposed Vendors, is not subject to any revision or reduction or variation by the successful bidder under any circumstances whatsoever. Bidders agree that the information provided in the Information Memorandum are intended only as a guide and any variation thereof, or any discrepancy or error therein, will not constitute grounds for revision of the final sale price.

5. All costs, charges, taxes, any and expenses incidental to and / or in relation to the transaction documents, the Deed of Assignment and other writings (including stamp duty, registration fee, legal expenses, other charges etc.), which may be made in pursuance hereof, shall be borne and paid by the prospective purchaser alone. H. Other material conditions of bid:

1. Proposed Vendors reserve the right to withdraw the subject property offered herein without assigning any reason whatsoever.

2. Proposed Vendors reserve the right to modify, extend timelines or terminate the Bid Process at its sole discretion and at any time without advancing any reason whatsoever. The highest or any other offer will not be deemed to have been accepted and no binding commitment will take effect till such time Proposed Vendors execute the transaction documents.

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3. If it is found at any time that the bidder has suppressed any material fact or is guilty of misrepresentation, misnomer or fraud or if there is any breach of the conditions of the tender or violation of any of the terms contained herein or is declared unfit or unable to enter into a commercial contract, any commitments made by Proposed Vendors in regard to the proposed sale of the subject property will not be binding on Proposed Vendors, and any letters issued in favor of, or documents executed by Proposed Vendors in favour of the bidder, pursuant to this Information Memorandum, will stand cancelled at the discretion of Proposed Vendors without any further reference to the bidders. The bidders shall not be entitled to raise any objections thereto whatsoever.

4. The bidders shall indemnify Proposed Vendors against all actions, suits, claims and demands brought or made against it in respect of anything done or omitted to be done by the bidders in execution of, or in connection with the said transaction documents and against any loss or damage to Proposed Vendors in consequence of any Action or suit being brought against the subject property for such thing done or omitted to be done.

5. If the subject property or any part thereof, is required by a State Government Department or a Public Body / Municipal Authorities, for official or public purpose e.g. for public utilities like electricity, water, road, sewers etc or any other setback, after the bid is accepted and the said Agreement is executed, then the agreed sale price (to be determined in accordance with the provisions of Information Memorandum) shall not be reduced or varied under any circumstances whatsoever.

6. At any time prior to the submission of the bid documents, Proposed Vendors may for any reason, at its sole discretion, whether on its own initiative or in response to a clarification requested by a prospective bidder, modify the bid document (including this Information Memorandum) as may be required.

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III. Proforma

[To be reproduced on a letter head of the bidder]

Format – 1 – Offer Letter

Date:

To,

GKW Ltd. Wakefield House Sprott Road, Ballard Estate Mumbai - 400 038

Subject: Land at Biddhagar, Durgapur.

Dear Sir(s),

I/We refer to the EOI inviting offers for the sale of the above referred property through bid process, as also the

Information Memorandum handed over to us in regard to the bid process.

I/We wish to place my/our offer to purchase the above referred property for a price of

Rs._________________(Rupees ________________________________ only).

I/We enclose herewith the following;

Demand Draft / Pay Order for Rs. 25,00,000/- , drawn in favour of “GKW Limited” payable at

Mumbai, being the participation deposit to enable my/our participation in the bid process.

Fact Sheet giving details of the offeror.

I/We agree that the above offer is made on the following basis:

I/We confirm having inspected the above-referred property and also inspected and understood all the title deeds

and other documents relating to the above-referred property (including the Information Memorandum). I/We

hereby confirm and declare that I/we have made adequate inquiries in respect of the above referred property

and completed investigation of title and that we are fully satisfied with Proposed Vendor‟s title to the above

referred property. I/We understand and agree that the above-referred property would be sold on “as is where is

basis” and my/our offer is made on that basis. No requisitions as of the title shall be raised by me/us hereafter.

I/We further confirm that I/we have read and understood the Information Memorandum, more particularly the terms and conditions of the bid process and invitation of offers, provided to us by Knight Frank India Pvt. Ltd. The same are acceptable and agreed by me/us in all respects and I/we am/are willing to abide by them unconditionally.

In case I/we am/are declared as a successful bidder, and Proposed Vendors confirm acceptance of my/our bid, I/we undertake to execute an Agreement or any other writings with Proposed Vendors within ten days, and simultaneously with the said execution I/we undertake to pay to yourselves the agreed sale price which shall be determined upon the completion of the bidding process towards the proposed sale of the above referred property.

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Stamp Duty and Registration charges and all other charges, fees and taxes, if any payable, in respect of any and all transaction and/or the instruments proposed to be executed for effecting the sale of the above referred property will be paid by me/us alone in the event the sale of the above referred property is effected in our favour.

I/We agree that Proposed Vendors and their representatives are authorized to conduct enquiries/ investigation to verify the statements, documents and information submitted by me/us in connection with the bid.

I/We undertake to furnish all such additional information and documents as may be called upon by the Proposed Vendors or their representatives.

I/we enclose herewith a resolution and/or letter of authority authorizing the undersigned to submit the bid offer and conclude the transaction on my/our behalf. All actions taken by the undersigned shall be binding on me/us.

For and on behalf of

_______________________

(Authorized Signatory)

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To be reproduced on a letter head of the bidder

Format – 2 – Fact Sheet

1. Full Name of the Applicant (Use block letters):

……………………………………………………………………………………………

2. Applicant‟s registered office/place of business:

Address ……………………………………………………………………………

………………………………………………………………………………………...

Telephone No…………………………………………………………………….......

Fax No…………………………………………………………………………...........

E-mail Address……………………………………………………………….............

Authorized Signatory‟s Mobile No…………………………………………………

3. Status of the Applicant (tick whichever is applicable)

Public Limited Company

Private Limited Company

Partnership

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Individual / Sole Proprietary

(Furnish documents in support)……………………………………………………….

4. We hereby declare that the information stated hereinabove is complete and correct and any error or omission therein, accidental or otherwise, will be sufficient justification for Proposed Vendors to reject My/our bid Forthwith.

Signature:

Full Name:

Designation:

Date:

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A

PROPOSAL

3

B


5

C

DURGAPUR OVERVIEW

11

D

TRANSACTION PROCESS

13

E

DISCLAIMER

26

F

CONTACT DETAILS

28

Page 23 of 26



E. Disclaimer

“The statements, information and opinions expressed, represented or provided in this Information Memorandum

and all related documents and any subsequent information provided is intended only as a guide to some of the

important considerations that relate to subject property under sale. They are intended to give an overall

description of the property and are not intended to constitute an offer or contract.

Neither Knight Frank India Pvt. Ltd. nor Proposed Vendors and their representatives give any warranties as to

the contents hereof nor shall the same be deemed to be representation by either of them and nor accept any

contractual, tortuous or other form of liability for any consequences, loss or damage which may arise as a result

of any person acting upon or using the statements, information or opinions in the document. This document is

confidential to the addressee and is not to be the subject of communication or reproduction wholly or in part.”

Whilst the information provided herein has been prepared in good faith, the prospective purchasers shall be

responsible to make their own enquiries, conduct their own due diligence and satisfy themselves on all aspects

of the property including the title of the subject property, before making any decision in regard to the proposal.

Upon participation in the bidding process all rights in respect thereof shall be deemed to be unconditionally

waived in favor of the Proposed Vendors. The execution or participation by virtue of this document shall not be

construed to be an agreement between Proposed Vendors and any of the bidder/s. None of the bidders shall rely

upon the accuracy of the representation, warranties, covenants, statements and information provided in the

Information Memorandum and the related documents and the bidder/s shall conduct their own due diligence

regarding the title of Proposed Vendors to the subject property.

Page 24 of 26



A

PROPOSAL

3

B


5

C

DURGAPUR OVERVIEW

11

D

TRANSACTION PROCESS

13

E

DISCLAIMER

26

F

CONTACT DETAILS

28

Page 25 of 26



F. Contact Details

Request for further information and site visits should be addressed to:

Tirthankar Basu Consultant - Business Development Research & Advisory Services Knight Frank (India) Pvt. Ltd. Shaila Towers, 7th Floor, Room No.702. J1/16 EP Block. Sector-V, Salt Lake. Kolkata 700 091 India

Mobile: +91 9051015649

[email protected] www.knightfrank.co.in

mailto:[email protected]

https://mail.knightfrank.asia/OWA/redir.aspx?C=814b5b6dabf8492f8dc3b9ba772fcf96&URL=http%3a%2f%2fwww.knightfrank.co.in

Documents

EOI Land of GKW (Sankey Wheels) at Durgapur, WB Oct 2012