Embed Size (px)
Citation preview
GRANITE GATE PROPERTIES PRIVATE LIMITED UNDER CIRP VIDE CP(IB)-1248(PB)/2018
REGD OFFICE: C-23, Greater Kailash Enclave, Part-I New Delhi 110048 TECHBOULEVARD,CENTRALBLOCK,PLOTNO.6,SECTOR-127,NOIDA201301
CIN–U45200DL2007PTC202952, Tel. 91-9540222298, 9810262299,9810262298 PRABHJIT SINGH SONI
OFFICE OF THE IRP (INTERIM RESOLUTION PROFESSIONAL ) (IBBI/IPA-002/IP-N00065/2017-18/10143) GG-1/ 144-C. 3RD FLOOR, NEAR PVR CINEMA, VIKAS PURI, NEW DELHI- 110018 EMAIL – [email protected],[email protected]
NOTICE
1. TO MR. SUNIL KUMAR AGRAWAL, AUTHORISED REPRESENTATIVE CLASS OF CREDITORS HOME BUYER
2. ANAND KUMAR AND BHUPENDER SINGH, SUSPENDED DIRECTORS OF THE GRANITE GATE PROPETIES PVTLTD
Notice is hereby given to authorized representative of the Home buyers class of Creditors (FC) of Granite Gate Properties Pvt. Ltd. and suspended board of directors of GGPPL that the THIRD Meeting of the Committee of Creditors of GRANITE GATE PROPERTIES PRIVATE LIMITED will be held on FRIDAY THE 12TH APRIL, 2019 at 4.30 PM at Techboulevard, Sector 127 Noida to transact the following business: (MEETING WILL BE ATTENDED ONLY BY AR ON BEHALF OF HOME BUYERS):
1. IRP being the Chairman shall preside over themeeting.
I ITEMS FOR NOTING AND INTIMATION OF COC
2. To ascertain the quorum of the meeting.
3. To take note of the Updated list of committee of creditors as on
30th March, 2019. It is available on WWW.GRANITEGATE.IN.
THE CLAIMS CAN BE FILED UPTO 10TH APRIL, 2019 AND
COC WILL BE FINALLY UPATED ON 17TH APRIL, 2019 AFTER
FINAL VERIFICATION.
4. To take note of the steps taken by IRP after the Second COC meeting
held on 19th March, 2019 which are as follows:
1. M/s Anil Khandelwal & Associates have given consent as Auditor for
Transaction Audit for last two years to get details of fraudulent,
preferential, undervalued transactions for intimating to Hon’ble
NCLT Court.
2. M/s S.P.CHOPRA & CO. has been consented to act as Forensic
Auditor for Forensic Audit from 1st April, 2009 to 10th January, 2019.
3. Mr. Saran Kumar has joined as full time Company Secretary from
1st March, 2019.
4. M/s KRA and Associates has consented to do the work of pending
accounts.
5. The Statutory Auditors M/s S.N.DHAVWAN AND CO LLP has been
requested by IRP to complete the audit of Financial Statements for
the year 2017-118 and 2018-19 and they are doing their work.
6. M/s VINOD CHAURASIA AND CO. Legal Advisor was not approved
by HOME BUYERS for routine NCLT matters, but he has been
retained by IRP on case to case basis for NCLT matters and in the
hearing held on 5th April, 2019 for directions to EOW, UCO Bank
and PVVRN, They have pursued our case very well and Hon’ble
NCLT has allowed our request and direction has been issued by
Hon’ble NCLT Court to EOW, PVVRN and UCO bank.
7. Both Valuers registered with IBBI are on their job and doing
valuation work.
8. The NCLT hearing held on 5th April, 2019 on the application of IRP,
under section 19(2) (3) of IBC, 2016 regarding harassment by
EOW, UCO Bank and PV V V N. The Hon’ble NCLT has issued
directions to EOW, UCO Bank, Nehru Place and PVVRN not to
derail CIRP being handled by IRP and EOW has been directed to
remove stay on the Bank account of UCO Bank and provide all
documents, papers to IRP and UCO bank has been directed to
defreeze the account and follow the directions of IRP and PVVRN
has been directed to submit claim for bills before 10th January, 2019
to IRP and don’t disconnect electricity supply.
5. As per regulation 36A Expression of interest in Form G have been
published on 26th March,2019 in Financial Express and Jansatta after approval of COC. Form G, VALUATION MATRIX, Request for Resolution Plan (RFRP), PROCESS MEMORANDUM FOR RESOLUTION PLAN CONTAINING ELIGIBILITY CRITERIA, FORM 29A CREITERIA AND THESE DOCUMENTS WERE PLACED BEFORE THE COC MEETING AND WERE APPROVED BY COC and IS ON DISPLAYED ON THE WEBSITE GRANITEGATE.IN FOR THE HOMEBUYERS AND PUBLIC SINCE 26TH MARCH,2019.
TILL DATE WE HAVE NOT RECEIVED ANY EOI FROM ANY RESOLUTION APPLICANT. OUR LAST DATE IS 10TH APRIL, 2019. IF WE COULD NOT RECEIVED ANY EOI BY 10TH ARRIL, 2019 OR NOT RECEIVE GOOD RESPONSE, WE MAY EXTEND THE DATE FOR ANOTHER 15 DAYS.
6. The Home buyers are eagerly interested in completion of the flats. IRP have meeting several numbers of home buyers from various towers and they have said since EOI process will take some time and till some resolution applicant come IRP should continue the work under Section 20 to make the company going concern and active and preserve and increase the value of assets. They have mentioned that they started putting pressure on the builder /CD to complete the project. This resulted in a settlement with the builder by a buyers group, in July 2018.
By this settlement the builder/CD promised to induct funds, contact and get the contractors back on the project, open an escrow account which was to be operated by the signature of two buyers, besides provide a time bound completion of the project. The builder/CD was to continue inducting funds till the completion of the project. The builder started work towards honoring their words. They also given time bound assurances of completing Towers by April 2019. All these towers as per them are in an advanced stage of completion and can be completed within a short period of time. The contractors are also appointed to carry out the various tasks assigned to them. It is at this stage that NCLT orders dated 10.01.2019 were passed initiating the CIRP and as per them also under section 20 of the IBC, this work is part of going concern and as IRP can continue the work of towers which are nearing completion. Just before the admission of CIRP on 10th January,2019 several home buyers have paid full and final amount to promoters of the company for possession. Hence they have requested IRP to continue the work of their towers so that value of the assets of the property be preserved and value of the assets can be stop from further diminishing. When resolution applicant will come he may continue the finishing of unfinished towers.
7. The 14 towers VIZ 1, 2, 3,4,14, 15,16,17,18,19,20,27,28, 29 are in good condition and can be delivered in quick possession in Lotus Panche within 2 to 7 months. Rest of the towers are also erected and can be expedited to be delivered by finishing them. In Lotus Boulevard only three towers 28, 29 and 30 are pending which are in completion by one AOP. Hence The IRP pursuant to Sections 17, 20 and 25 of IBC,2016 is making all endeavor to protect and preserve and maximize the value of property of CD and in the interest of Home Buyers to get possession of their flats at the earliest and is continuing the work of tower 1,2,3,4,14,15,16,17,18,19,20,27,28,29 since in some towers very little work is pending and can be completed with the help of Home Buyers and by arranging funds from commercial properties till the some resolution applicant come and representatives of these towers have come in very large number to get construction of their semi finished flats with their pending dues and by this company will be active and going concern and value of assets will increase. When any resolution applicant will come, then his plan will have to be followed. Continuation the construction work will save the properties for
getting lower values and also the running construction will not affect and present stock of building material will not be wasted and thus it will be cost effective.
8. The commercial projects was being done by one developer in panache archade. IRP has got its valuation and legal report from law firm and this developer is being asked to provide agreed price of 33 crores which can be used in the construction by opening escrow account. IRP is trying other sources from where any pending payments may be realised.
II ITEMS TO BE DISCUSSED AND APPROVED BY EVOTING
9. TO NOTE AND APPROVE THE REVISED CRITERIA FOR ELIGIBILITY FOR EXPRESSION OF INTEREST PURSUANT TO REGULATION 36A AND SECTION 25 (2) (H) AND TO EXTEND THE LAST DATE FOR RECEIPT OF EXPRESSION OF INTEREST UPTO 25TH APRIL, 2019 TO GET MORE EXPRESSION OF INTEREST.
10. TO CONFIRM PROVISIONAL FEE RS. 6.0 LACS PER MONTH OF IRP TILL BALANCE PERIOD OF CIRP.
PRABHJITSINGHSONI(I
NTERIMRESOLUTIONPROFESSIONAL)(IRP)APPOINTED BY HON’BLE NCLT PRINCIPAL BENCHFOR
GRANITE GATEPROPERTIES PVTLTD IBBI/IPA-002/IP-N00065/2017-18/10143
8th April,2019, 2019 9540222298,9810262299
NNOTES : 1. The Members of suspended Board of Directors of Corporate
Debtor or their representatives if any are entitled to attend the
meeting but are not authorized to vote at the meeting.
2. The notice of this meeting to the Class of Creditors-Home
Buyers-will be provided by the Authorized Representative
(AR), MR. SUNIL KUMAR AGRAWAL Email:
ARGRANITEGATE.IN
3. ONLY The AR will attend the meeting on behalf of HOMEBUYER Class of Financial Creditors. No Members of Class of Creditors is authorized to attend the COC Meeting. ONLY EVOTING
PLEASE.
4. Minutes of the meetings will be circulated to all the members within 48 hours of meeting and those who could not vote will be given one day more for Evoting after circulation of the minutes.
5. The all documents relevant to the matters to be discussed will
be available on the website and also enclosed herewith.
6. THE CLAIMS ARE BEING RECEIVED REGULARLY TILL
10THAPRIL,2019. THE UPTATED LIST OF CLAIMS IS PUBLISHED
ON WEBSITE – WWW.GRANITEGATE.IN IF NAME OF A
CLAIMENT IS NOT IN THIS LIST DUE TO CLERICAL ERROR,
HE/SHE NEED NOT BE IN PANIC, PLEASE SEND THE DETAILS
AT MOBILE No. 9540222298 AND NAME WILL BE UPDATED.
7. E-voting will start on 10thApril 2019 from 11.30 AM to 12th April,
2019 11.30 AM.
Explanatory notes to the Agenda
Item No. 1: Chairman to preside over the meeting As per regulation 24 of the IBBI (CIRP) Regulations, 2016, the Resolution
Professional shall act a Chairman of the Committee of Creditors.
Item No. 2: To ascertain the quorum of the meeting
As per the regulation no. 22 of IBBI (CIRP) Regulations, 2016, the quorum
required is 33% of the voting power of Financial Creditors.
ELIGIBILITY CRITERIA FOR EXPRESSION OF INTEREST
[On the Letterhead of the Entity Submitting the Expressions of Interest EOI]
EXPRESSIONS OF INTEREST Date;
To, Mr. PRABHJIT SINGH SONI INTERIM RESOLUTION PROFESSIONAL In the Corporate Insolvency Resolution Process of Granite Gate Properties Private Limited Regn No.: IBBI/IPA-002/IP-N0065/2017-2018/10143 Address GG-1/144-C, NEAR PVR CINEMA, VIKASPURI, NEW DELHI-110018, India TELEPHONE:91-9810262298,9310262298 E-mail: [email protected], [email protected], Communication address for Meeting: 3C Office, Tech Boulevard, Plot No. 6, Sector 127, Noida, Uttar Pradesh. Email ID: [email protected], [email protected] Subject: Expression of Interest (“EoI”) for submitting Resolution Plan for Granite Gate Properties Private Limited (GGPPL) (“Corporate Debtor”) undergoing Corporate Insolvency Resolution Process (CIRP).
Dear Sir,
In response to the public advertisement in FINANCIAL EXPRESS AND JANSATTA dated 26TH MARCH,2019 (“Advertisement”) inviting resolution plans (“Resolution Plan”) as per the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”), we confirm that we have understood the eligibility criteria mentioned in „Annexure IV-B‟to this EoI and meet thenecessary threshold and criteria mentioned therein and submit our EOI for submission of a Resolution Plan for the Corporate Debtor. Along with our EOI, we have also provided information as required in the prescribed format in„ AnnexureIV-C‟ and„AnnexureIV-D‟.
We further undertake that the information furnished by us in this EOI and Annexures is true, correct, complete, and accurate to the best of our knowledge. Based on this information we understand you would be able to evaluate our preliminary proposal in order to pre-qualify for the above-mentioned proposal. Further, we agree and acknowledgethat:
(a) The EOI will be evaluated by the IRP/ process advisor on behalf of the Committee ofCreditors (“CoC”) of GGPPL based on the information provided in the Annexures and attached documents to determine whether we meet the qualification criteria;
(b) the IRP/ the CoC reserve the right to determine at their sole discretion, whether or not we meet the qualification criteria and may reject the EoI submitted by us without assigning any reason/without any liabilitywhatsoever;
(c) The IRP/ the CoC reserve the right to request for additional information or clarification from us for the purposes of the EoI and we shall promptly comply with such requirements. Failure to satisfy the queries of IRP/ CoC may lead to rejection of our submission pursuant toEoI;
(d) Meeting the qualification criteria set out in EoI/ Annexure – IV-B alone does not automatically entitle us to participate in the next stage of the bidprocess;
(e) We will continue to meet the eligibility criteria throughout the process, any change in consortium other than lead / qualifying member or any material change affecting the consortium members ability to perform in consortium shall be intimated within 3 (three) business days to the COC /IRP;
(f) In case of consortium, we would comply with the eligibility criteria pertaining to equity
holding i.e. we will hold atleast [51% / 10% (lead member to choose 51% and other to choose 10%)] equity in the special purpose vehicle (SPV) that will also be incorporated in the Joint Bidding Agreement (undertaking to be signed by / on behalf of each member of consortium by authorized signatories);
(g) We are not an ineligible person in terms of provisions of Section 29A of the IBC. We are a „fit and proper‟ person and not under any legal disability to be a promoter entity of the Company under the applicable laws including listing agreements, stock exchange requirements and SEBI regulations andguidelines.
Yours Sincerely,
On behalf of [Insert the name of the entity submitting the EOI] Signature: Name of Signatory:
Designation:
Company Seal/Stamp
1: In case of Consortium Applicant the EoI shall be signed by each member.
2: The person signing the EoI and other supporting documents should be an authorized signatory supported by necessary board resolutions/authorization letter.
QUALIFICATION CRITERIA
MINIMUM ELIGIBILITY CRITERIA FOR QUALIFICATION TOSUBMIT RESOLUTION PLAN(S) IN THE CORPORATE INSOLVENCY RESOLUTION PROCESS OF GRANITE GATE PROPERTIES PRIVATE LIMITED
The Minimum Eligibility Criteria for applicants to submit Resolution Plan(s) In The Corporate Insolvency Resolution Process of Granite Gate Properties Private Limited are mentioned
below: a) Turnover: Rs.100crore
b) Net worth: Rs.25crore
c) Single Project of Rs. 200 crore or more in last 5 years.
d) Work to be completed within 24 months. SOME TOWERS WHICH ARE NEARING COMPLETION CAN BE COMPLETED WITHIN 2 TO 6 MONTHS.
e) BOQ can be seen on site.
Shortlisted applicants based on the eligibility criteria shall be provided access to Information Memorandum/Relevant Information on signing an Undertaking to Maintain Confidentiality. Draft “Undertaking to Maintain Confidentiality” has been uploaded and is a part of the Process Memorandum.
SUPPORTING DOCUMENTS TO BE ATTACHED WITH EoI
1) For all RAs - Profile ofRA
2) For all RAs - Copies of Certificate of Incorporation/ Registration and Constitutional Documents (Memorandum of Association, Articles ofAssociation)
3) For all RAs - Audited financial statements for immediately preceding 3 (three) years of the RA and/or its promoter/promoter group or any other group company as per eligibility criteria
4) For all RAs - Relevant statement of funds availability of the RA and/or promoter/promoter group or any other group company, as per the eligibilitycriteria.
5) Certificate from Statutory Auditor or Chartered Accountant or Company Secretary or equivalent in the jurisdiction of incorporation of the Company certifying as at end of last audited financialstatements:
a) Turnover: Rs.100crore
b) Net worth: Rs.25crore
c) Single Project of Rs. 200 crore or more in last 5 years. d) Work to be completed within 24 months . SOME TOWERS CAN BE FINISHED EARLIER WHICH
ARE IN ADVANCE STATE.
6) For all RAs - A notarized declaration from the 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 the RA shall provide all relevant documents for its promoter/promoter group or any other group company, if required to meet the eligibilitycriteria.
7) Bank Guarantee.
1. Name andAddress:
a. Name of theFirm/Company/Organization:
b. Address:
c. Telephone No:
d. Fax:
e. Email:
2. Date ofEstablishment:
3. Core Area ofExpertise:
4. Contact Person:
a. Name:
b. Designation:
c. Telephone No:
d. Email:
5. Company/FI Profile:
a. Company Financial Profile (consolidated / standalone asapplicable):
[Note: The Company profile should necessarily include tangible net worth and revenue numbers 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, 2019, for investment. Further the fulfillment of qualification criteria must be clearly identified/ certified herein.]
b. Experience of the Company in the relevantsector.
c. History if any, of the Company or affiliates of the Company being declared a „willful defaulter‟, „non-cooperative borrower‟, „non-impaired asset “or „non-performing asset‟.
Status of projects:
IN LOTUS PANACHE TOWERS 1,2,3,4 ,14 TO 29 AND 31 ARE PENDING FOR FINISHING. IN LOTUS BOULEVARD TOWERS TOWERS 28,29,30 ARE UNDER CONSTRUCTION THROUGH AOP
ANNEXURE V UNDERTAKING TO MAINTAIN CONFIDENTIALITY Dated [●]
To Mr. PRABHJIT SINGH SONI Interim Resolution Professional In the Corporate Insolvency Resolution Process of Granite Gate Properties Private Limited Regn No.: IBBI/IPA-002/IP-N0065/2017-2018/10143 Address GG-1/144-C, NEAR PVR CINEMA, VIKASPURI, NEW DELHI-110018, India TELEPHONE:91-9810262298,9310262298 E-mail: [email protected], [email protected], Communication address for Meeting: 3C Office, Tech Boulevard, Plot No. 6, Sector 127, Noida, Uttar Pradesh. Email ID: [email protected], [email protected]
UNDERTAKING UNDER SECTION 29 OF THE INSOLVENCY AND BANKRUPTCY C ODE, 2016 (“I BC”) AND REGUL ATI ON 36(4) OF THE INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016 (“CIRP Regulations” ) TO M AI NT AI N CONFI DENTI ALI TY
I/We understand that: On January, 10, 2019, the Principal Bench ,New Delhi of the Hon‟bleNational Company Law Tribunal (“NCLT”) has directed commencement of corporate insolvency resolution process (“CIRP”) of Granite Gate Properties Private Limited. (“GGPPL”) under the Insolvency and Bankruptcy Code 2016 (“IBC”).Mr. PRABHJIT SINGH SONI, aninsolvency p rofes s ion al , was appointed as Interim Resolution Professional (“IRP”) of GGPPL by the NCLT vide its order CP(IB)-1248 dated January, 10, 2019. On passing of the order dated January, 10, 2019 by the NCLT, the board of directors of GGPPL was suspended and the powers of its board of directors now vest in the Interim Resolution Professional. It is the duty of the Interim Resolution Professional under the IBC to prepare an information memorandum (“IM”) of the corporate debtor, in this case, GGPPL, and invite the prospective resolution applicants to submit resolutionplan(s). I/We hereby declare and undertake as under: Pursuant to the invitation by the Interim Resolution Professional to prospective resolution applicants to submit resolution plans, we are interested in submitting a resolution plan (bid / proposal) to the Interim Resolution Professional. We require a copy of the IM of GGPPL and other relevant information/additional information
in physical and electronic form, relating to GGPPL that may be necessary to prepare a resolution plan of GGPPL by us, either directly or through our affiliates, for submission to the Inter im Resolution Professional (“Transaction”). We note, understand and acknowledge that:
You have prepared IM of GGPPL in terms of Section 29 of 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 Insolvency and Bankruptcy Board of India (InsolvencyResolution
Process For Corporate Persons) Regulations, 2016 (“CIRP Regulations”) only for the purpose of the Transaction; IM is prepared on the basis of information provided by the management of GGPPL and its creditors. No representation or warranty, express or implied, is given by the Interim Resolution Professional or the advisors appointed by the Interim 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; 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 ofGGPPL;
Other additional information relating to GGPPL may be necessary for the Transaction; 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 Interim Resolution Professional or his team members, including legal advisors are also confidential in nature and shall be construed as a part of theIM. The IM, together with any additional or supplementary information or clarification, including those provided by way of emails or on telephone bythe Interim Resolution Professional or his team members, including advisors is referred as “Confidential Information”. 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. In terms of Section 29 of the IBC and Regulation 36 of the CIRP Regulations we agree andundertake: 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 otherperson.
To comply with the requirement under Section 29(2) ofIBC in terms of Section 29(2) of the IBC,to comply with provisions of law for time being in force relating to confidentiality and insidertrading. Protect any intellectual property and confidential information of GGPPL and its subsidiary company(s) we may have access to; and (mentioned in the ConfidentialInformation). not to share this information/relevant information with any third party unless clauses (i) and (ii) above are complied with.
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)andpotentialfinancingsources(collectively,our “Representatives”) who need to know such information for the purpose of the Transaction provided, that such Representatives 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 withyou. We accept and acknowledge that the Confidential Information has been developed or obtained by GGPPL through investment of significant time, effort and expense, and that the Confidential Information is valuable, special and unique asset of GGPPL, which provides GGPPL 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 Representativesto: 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 GGPPL or any of its creditors andstakeholders. 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 confidentialinformation. Use Confidential Information solely for the purpose ofthe Transaction and not for any other purpose.
Whereby agrees to, and, directs our Representatives to not share the Confidential Information with any third party/person or entity except where ConfidentialInformation:
is or becomes publicly available to us or our Representatives without breach of obligations as set out herein; or prior to its disclosure in connection with the Transaction wasalready in our or our Representatives possession;or is or has been developed independently by us or our Representatives without reference to or reliance on the Confidential Information disclosed under this undertaking ofconfidentiality was or becomes available on a non-confidential basis from a source that is not known by us or our Representatives to be prohibited from disclosing such information by any contractual, legal, or fiduciary obligation;or prior consent by the Interim Resolution Professional is provided for disclosure in writing;or 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 similarprocess). This Undertaking also applies to Confidential Information accessed through the electronic data room and supersedes any „clickthrough‟ acknowledgement or agreement associated with any such electronic data room. 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. 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 GGPPL or the committee of creditors rejecting our bid or the NCLT not approving our bid or in the event IRP calls upon us inwriting to do so, we shall immediately return or destroy the Confidential Information including the IM and other information provided by the IRP or its representatives, without retaining a copy thereof, in electronic or any other form.
This undertaking of confidentiality condition, except for the provisions stated in the clause 8 above, remain valid for a period of two (2) years after it is executed, notwithstanding 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 resolutionprocess. We understand that if we disclose (or threaten to disclose) Confidential Information in violation of this undertaking of confidentiality, the Interim Resolution Professional or GGPPL shall be entitled to pursue remedies including legal recourse to safeguard its interest under undertaking ofconfidentiality. Please sign below as acceptance of the above terms. Agreed by
DECLARATION UNDER SECTION 29A OF IBC
[To be notarised on stamp paper]
In the matter of Corporate InsolvencyResolution Process of Granite Gate Properties Private Limited under the provisions of the Insolvency and Bankruptcy Code,2016
AFFIDAVIT
I, [Name of Deponent], son of/daughter of [Name of Deponent‟sfather] 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 thisaffidavit.
2. ThatIhaveunderstoodtheprovisionsofsection29AoftheInsolvencyand Bankruptcy Code, 2016 (“IBC”). I confirm that neither [name of theresolution 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 Granite Gate Properties 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 Granite Gate Properties Private Limited.
5. That I Confirm that the said declaration and disclosure is true andcorrect. 6. That I am duly authorized to submit this declaration byvirtueof
[state where the authority is drawnfrom]
Deponent
Verification
Verified at [Place] at this [Date] day of [Month] 2018, 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
[29A. Persons not eligible to be resolution applicant. -
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 undischargedinsolvent;
(b) is a wilful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 (10 of1949);
(c) [at the time of submission of the resolution plan has an account,] or an account of a corporate debtor under the management or control of such person or of whom such person is a promoter, classified as non-performing asset in accordance with the guidelinesoftheReserveBankofIndiaissuedundertheBankingRegulationAct,1949 (10
of 1949) 3[or the guidelines of a financial sector regulator issued under any otherlaw for the time being in force,] and at least a period of one year has lapsed from the dateof suchclassificationtillthedateofcommencementofthecorporateinsolvencyresolution process of the corporatedebtor:
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:
1[Providedfurtherthatnothinginthisclauseshallapplytoaresolutionapplicantwheresuch applicantisafinancialentityandisnotarelatedpartytothecorporatedebtor.
Explanation I.- For the purposes of this proviso, the expression "related party" shall not includeafinancialentity,regulatedbyafinancialsectorregulator,ifitisafinancialcreditorof thecorporatedebtorandisarelatedpartyofthecorporatedebtorsolelyonaccountofconversion or substitution of debt into equity shares or instruments convertible into equity shares, prior to the insolvency commencementdate.
ExplanationII.—Forthepurposesofthisclause,wherearesolutionapplicanthasanaccount, oranaccountofacorporatedebtorunderthemanagementorcontrolofsuchpersonorofwhomsuch person is a promoter, classified as non-performing asset and such account was acquired pursuant to apriorresolutionplanapprovedunderthisCode,then,theprovisionsofthis clause shall not apply to such resolution applicant for a period of three years from the date of approval of such resolution plan by the Adjudicating Authority under this Code;]
[(d) has been convicted for any offence punishable with imprisonment –
a. fortwoyearsormoreunderanyActspecifiedundertheTwelfthSchedule;or b. forsevenyearsormoreunderanylawforthetimebeinginforce:
Providedthatthisclauseshallnotapplytoapersonaftertheexpiryofaperiodoftwo
yearsfrom thedateofhisreleasefromimprisonment:
Providedfurtherthatthisclauseshallnotapplyinrelationtoaconnectedpersonreferred toinclause(iii)ofExplanationI];
(e) isdisqualifiedtoactasadirectorundertheCompaniesAct,2013(18of2013):
[Provided that this clause shall not apply in relation to a connected person referred toinclause(iii)ofExplanationI;]
(f) is prohibited by the Securities and Exchange Board of India from trading in securities or accessing the securitiesmarkets;
(g) has been a promoter or in the management or control of a corporate
debtor in whichapreferentialtransaction,undervaluedtransaction,extortionatecredittransaction orfraudulenttransactionhastakenplaceandinrespectofwhichanorderhasbeenmade by the Adjudicating Authority under thisCode:
1[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
sectorregulatororacourt,andsuch resolution applicanthasnototherwisecontributedtothe preferential transaction, undervalued transaction, extortionate credit transaction or fraudulenttransaction;]
(h) has executed 2[a guarantee] in favour of a creditor in respect of a corporate debtoragainstwhichanapplicationforinsolvencyresolutionmadebysuchcreditorhas
beenadmittedunderthisCode3[andsuchguaranteehasbeeninvokedbythecreditorandremains unpaid in full orpart];
(i) [is] subject to any disability, corresponding to clauses (a) to (h), under anylaw in a jurisdiction outside India; or
(j) has a connected person not eligible under clauses (a) to(i).
Explanation[I]. — For the purposes of this clause, the expression "connected person" means—
(i) anypersonwhoisthepromoterorinthemanagementorcontroloftheresolution 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) theholdingcompany,subsidiarycompany,associatecompanyorrelatedparty of a person referred to in clauses (i) and(ii):
[Providedthatnothinginclause(iii)ofExplanationIshallapplytoaresolutionapplicant where such applicant is a financial entity and is not a related party of the corporate debtor:
Provided further that the expression "related party" shall not include a financial entity, regulatedbyafinancialsectorregulator,ifitisafinancialcreditorofthecorporatedebtorand isarelatedpartyofthecorporatedebtorsolelyonaccountofconversionorsubstitutionofdebt into equity shares or instruments convertible into equity shares, prior to the insolvency commencementdate;]
[ExplanationII—Forthepurposesofthissection,"financialentity"shallmeanthe followingentitieswhichmeetsuchcriteriaorconditionsastheCentralGovernmentmay,in
consultationwiththefinancialsectorregulator,notifyinthisbehalf,namely:—
(a) a scheduledbank;
(b) any entity regulated by a foreign central bank or a securities market regulatororotherfinancialsectorregulatorofajurisdictionoutsideIndiawhich jurisdictioniscompliantwiththeFinancialActionTaskForceStandardsandisa signatorytotheInternationalOrganizationofSecuritiesCommissionsMultilateral Memorandum ofUnderstanding;
(c) anyinvestmentvehicle,registeredforeigninstitutionalinvestor,registered foreign portfolio investor or a foreign venture capital investor, where the terms shallhavethemeaningassignedtotheminregulation2oftheForeignExchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations,2017madeundertheForeignExchangeManagementAct,1999(42 of1999);
(d) an asset reconstruction company register with the Reserve Bank of India under section 3 of the Securitisationand Reconstruction of Financial Assetsand Enforcement of Security Interest Act, 2002 (54 of2002);
(e) an Alternate Investment Fund registered with Securities and Exchange Board ofIndia;
(f) suchcategoriesofpersonsasmaybenotifiedbytheCentralGovernment.]
SECTION 17 AND 20 OF IBC,2016 (1) It shall be the duty of the resolution professional to preserve and
protect the assets of the corporate debtor, including the continued business operations of the corporate debtor.For the purposes of sub- section (1), the resolution professional shall undertake the following actions, namely:-
(a) take immediate custody and control of all the assets of the corporate debtor, including the business records of the corporate debtor;
(b) represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial or arbitrationproceedings;
(c) raiseinterimfinancessubjecttotheapprovalofthecommittee of creditors under section28;
(d) appoint accountants, legal or other professionals in the manner as specified byBoard;
(e) maintain an updated list ofclaims;
(f) convene and attend all meetings of the committee ofcreditors;
(g) prepare the information memorandum in accordance with section29;
(h) inviteprospectiveresolutionapplicants,whofulfilsuchcriteria as may be laid down by him with the approval of committee of creditors, having regard to the complexity and scale of operations of the business of the corporate debtor and such other conditions as may bespecifiedbytheBoard,tosubmitaresolutionplanorplans.]
(i) present all resolution plans at the meetings of the committee of creditors;
(j) file application for avoidance of transactions in
accordance with Chapter III, if any;and
(k) such other actions as may be specified by theBoard.
PRABHJITSINGHSONI(INTERIMRESOLUTIONPROFESSIONAL)(IRP)APPOINTED
BY HON’BLE NCLT PRINCIPAL BENCHFOR GRANITE GATE
PROPERTIES PVTLTD IBBI/IPA-002/IP-N00065/2017-18/10143
8TH APRIL,2019
