Autocop
Autocop
Autocop
2024
Issued on behalf of
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
Invitation for participation in E-Auction Process of Autocop (India) Private Limited (In
Liquidation), under the provisions of Insolvency and Bankruptcy Code, 2016 vide order of
Hon9ble NCLT, Mumbai Bench (<NCLT=) dated 19th May 2023.
Issued by:
Mr. Amit C. Poddar is a registered Insolvency Professional by the Insolvency and Bankruptcy
Board of India, having Registration No. IBBI/IPA-001/IP-P00449/2017-18/10792.Autocop
(India) Private Limited (<Company=or <Corporate Debtor= or <AIPL=) has been into
Liquidation vide order dated 19th May 2023 and appointed CA. Amit C. Poddar as the
Liquidator of the Company. The affairs, business and property of the Company are being
managed by the Liquidator, who acts as an agent of the Company only and without any
personal liability as per the powers provided under the Insolvency and Bankruptcy Code, 2016
(<Code=).
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
Terms and conditions, deadlines etc. for participating in the electronic auction are provided in
this E-Auction Process Information Document. This document is non-transferable.
Timelines, notifications, and other details for the e-auction process are available on the website
[http://ncltauction.auctiontiger.net]
Interested Bidders desirous to submit their bid have to submit Bids on E-Auction Portal -
[http://ncltauction.auctiontiger.net]
NOTES:
1. This E-Auction Process Information Document is issued only for the Bidders interested
in participating in the liquidation process of AIPL.
2. The terms and conditions, deadlines etc. for participating in the electronic auction are
provided in this E- Auction Process Information Document.
3. The timelines, notifications and other details for the E-Auction Process are available on
the website [http://ncltauction.auctiontiger.net] and will also be available on the
website / link of the E-Auction Service Provider. Bidders desirous to submit their Bid
have to submit their Bid on E-Auction portal of the E-Auction Service Provider, which
shall be published on the website [http://ncltauction.auctiontiger.net].
4. The entire process shall be subject to extent Regulations, the Code and approval of the
Adjudicating Authority.
5. Bidder(s) desirous to submit their bid have to submit their EOIs to the Liquidator at his
office Address mentioned below:
3rd Floor, Meera Apartments, Above Durva Restaurant, Opp. Yeshwant Stadium,
Dhantoli, Nagpur 3 440012
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
DISCLAIMER
This E0Auction Process Information Document is issued by Mr. Amit C. Poddar, the
Liquidator appointed by the Hon9ble NCLT, Mumbai Bench, vide order dated 19th May,
2023 in the matter of Autocop (India) Private Limited (in Liquidation) for general
information purposes only.
1. The purpose of this document is to lay out the process for submitting the E0Auction
Bids for Autocop (India) Private Limited 0In Liquidation (Corporate Debtor) for:
OR
In accordance with the Insolvency and Bankruptcy Code, 2016 (<Code= or <IBC=) and
the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016
(<Liquidation Regulations=).
Note: Preference will be given to the bidder submitting bid for Option A, over Option B.
If successful bid is received for Option A i.e. <Sale of Company as going concern in
totality=, auction for Option B will stand cancelled/ annulled and would have same effect
as if the bids were not received.
# This would be the 5th E0 auction of the Corporate Debtor and the reserve price has been
decreased subsequently from Rs. 22.68 Crores (4th Auction) to Rs. 21.50 Crores as per
Liquidation Regulations, 2016
2. The assets of the Corporate Debtor listed in this Information document have been
relinquished.
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3. This document is not a statutory document and it has not been approved or registered
with any regulatory or statutory authority of Government of India or any State
Government. Nothing herein or in materials relating to the E0Auction Process
Information Document should be construed as legal, financial, accounting, regulatory or
tax advice by the Liquidator. It is to be noted that no information being provided in this
E0Auction Process Information Document, claims to be comprehensive. Doctrine of
<Caveat Emptor= applies and therefore, independent due diligence by the intended user
of this document is highly recommended.
5. The Liquidator or any agent appointed by him shall not be liable for any damages,
whether direct or indirect, including loss of revenue or profits that may arise from or in
connection with the use of this E0Auction Process Information Document, including for
the E0Auction Participant not being selected as a Successful Auction
Participant/Successful Bidder or on account of any decision taken by the Liquidator.
6. Apart from the provisions set out in this E0Auction Process Information Document, the
E0Auction process applicant/ bidder shall be responsible for fully satisfying the
requirements and Provisions of the Code and of the Liquidation Regulations as well as
all laws in force that are or may be applicable to the applicant or the sale process and for
obtaining requisite regulatory approvals.
8. The Options indicated in the E0Auction Process Information Document are proposed to
be sold on <As is where is basis=, <As is what is basis=, <Whatever there is basis= and
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
<No recourse basis= and the proposed sale of Assets of the Company or the Company in
totality does not entail transfer of any other title, except the title which the Company has
on these assets as on date of transfer. The Liquidator does not take or assume any
responsibility for any shortfall or defect or shortcoming in the assets of the Company.
9. The E0Auction Participant shall bear all its costs and charges associated with or relating
to the preparation and submission of documents which may be required by the
Liquidator as well as for physical verification of the asset for submission of its bid or
any other costs incurred in connection with or relating to its bid.
10. This E0Auction Process Information Document is neither an agreement nor an offer by
the Liquidator to the Prospective Bidders or any other person. The objective of this
E0Auction Process Information Document is to provide interested parties with
information that may be useful to them in making their bids. It may be noted that the
assumptions, assessments, statements and information contained in the E0Auction
Process Information Document may not be complete, accurate, adequate or correct.
Each Bidder should, therefore, conduct its own due0diligence, investigations and
analysis and should also check the accuracy, adequacy, correctness, reliability and
completeness of the assumptions, assessments, statements and information contained in
this E0Auction Process Information Document and may get independent advice from
appropriate sources.
11. Information provided in this E0Auction Process Information Document to the Bidder(s)
has been collected and collated from several sources. The information given, by no
means, claims to be an exhaustive account of statutory requirements and should not be
regarded as complete. The Liquidator or his representatives accepts no liability or
responsibility for the authenticity, accuracy or otherwise for any statement or
information contained in the E0Auction Process Information Document.
12. The Details of the Assets of the Company provided in this document or otherwise
uploaded on the respective websites has been fetched from the Valuation Report. The
liquidator, however, neither guarantees the accuracy or completeness of the quantity nor
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
at the site/s. The sale will be on <As is where is basis=, <As is what is basis=, <Whatever
there is basis= and <No recourse basis= and the prospective bidders are cautioned to
exercise their own diligence in respect of the quantity, quality, condition, usefulness,
availability and any other related aspects. For this the prospective bidders can conduct
physical visit of Assets of the Company proposed to be sold subject to the
approval/intimation of the Liquidator. The Liquidator will not be responsible for any
shortcomings/ shortfall or any other consequences arising out of the sale.
13. The purchaser shall bear the applicable stamp duties, transfer charges, fees, applicable
tax i.e. GST, TDS, etc. and also all the statutory / non statutory dues, taxes, rates,
assessments, charges, maintenance fees, outstanding municipal and other property taxes,
electricity dues, society charges, etc. yet to fall due owing to anybody related to the
properties. Liquidator does not undertake any responsibility to procure any permission/
license etc. in respect of the Assets of the Company offered for sale or for settlement of
any dues whatsoever in respect of the said assets.
14. The offer / bid not conforming to the terms of sale shall be rejected. Further,
correspondence about any change / modification in the offer after submission of bids
will not be entertained.
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INDEX
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
1.1 This E-Auction Process Information Document has been issued for the purpose of
carrying out E-Auction by sale of Company on going concern basis or Assets on
Slump Sale Basis in accordance with the provisions of IBC and Liquidation Process
Regulations.
1.2 The information provided in this E-Auction Process Information Document should be
read together with the provisions of the IBC and the Liquidation Process Regulations.
In the event of a conflict between this E-Auction Process Information Document and
the IBC or the Liquidation Process Regulations, the provisions of the IBC or the
Liquidation Process Regulations, as the case may be, shall always prevail.
1.4 The Liquidator has no responsibility towards the authenticity of the trademark
registration of the brand / name 8AUTOCOP (INDIA) PRIVATE LIMITED
(<AIPL=)9. Successful Bidder is/are advised to conduct their own legal diligence
towards continuing with the same name. This E-Auction Process Information
Document does not constitute advice and the Liquidator should not be held responsible
for any sort of claim on the name AIPL by any constitution / party (including related
party (ies)). The Liquidator hereby excludes any warranty, express or implied by any
party on the name AIPL. No responsibility is taken by the Liquidator regarding any
implications on the future usage of the name AIPL.
1.5 The Liquidator also hereby disclaims any and all liability for any statements made or
omitted to be made in this E-Auction Process Information Document or, any action
taken or omitted to be taken pursuant to this E-Auction Process Information
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
Document. The Liquidator may in his absolute discretion, but without being under any
obligation to do so, update, amend or supplement the information, assessment or
assumptions contained in this E-Auction Process Information Document. Further, the
Bidders must specifically note that the Liquidator reserves the right to change, update,
amend, supplement, modify, add to, delay or otherwise annul or cease the liquidation
proceedings at any point in time, for any reason whatsoever determined in his sole
discretion without obligation to notify any Person of such revision or changes.
1.6 The issuance of this E-Auction Process Information Document does not imply that the
Liquidator is bound to select a bidder or to appoint the preferred Bidder as Successful
Bidder for acquisition of the Company and the Liquidator reserves the right to reject
all or any of the Bidders or their Bid(s) without assigning any reason whatsoever.
1.7 E-Procurement Technologies Limited, A-801, Wall Street-II, Opposite Orient Club,
Near Gujarat College, Ellisbridge, Ahmedabad, Gujarat - 380006 (E-Auction Service
Provider=) has been appointed as the E-Auction Service Provider. The sale of the
Assets and Properties of the Company shall be undertaken by the E-Auction Service
Provider for and on behalf of the Seller through an E-auction platform provided on the
website portal of the E-Auction Service Provider (Platform). Other details with respect
to the E-auction are as follows:
Type of Bid E-Auction (Online Only)
Seller Mr. Amit C. Poddar (Liquidator of Autocop (India)
Private Limited)
Website of E-Auction service https://ncltauction.auctiontiger.net
provider
Service Provider E-Procurement Technologies Limited,
A-801, Wall Street 3II, Opp. Orient Club, Near Gujarat
College, Ellis bridge, Ahmedabad 3 380006
Special Instructions Please note that this bidding is a serious matter and last-
minute bidding may lead to unnecessary lapses. Neither
the E-Auction Service Provider nor the Liquidator will
be responsible for any lapses on part of the Bidders.
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
All terms and conditions with respect to sale of Company on going concern basis or
Assets on Slump Sale Basis shall be governed in accordance with the provisions of
IBC and Liquidation Process Regulations read with the directions issued by the
Liquidator and NCLT from time to time. As mandated, the Liquidator shall exercise
all rights with respect to sale of the Company or Assets on Slump Sale Basis and it
would be open to the Liquidator to appoint such experts, professionals or other
persons, as the Liquidator might think necessary to facilitate the Liquidator such Sale.
1.8 The Annexures and Formats to this E-Auction Process Information Document shall
form an integral part hereof and this E-Auction Process Information Document shall
always be read in conjunction with the Annexures and Formats appended hereto.
1.9 This E-Auction Process Information Document is neither transferable nor assignable.
1.10 All title documents in relation to assets of the Company as is available with the
Liquidator shall be made available to Qualified Bidder(s) on request to the Liquidator
through email at cirp.autocop@gmail.com.Nothing contained in this E- Auction Process
Information Document shall be deemed to relieve, wholly or partially, directly or
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
indirectly, the Bidder from their compliance with the IBC, any other law in force, and/ or
any instrument having the force of law, as may be applicable to them.
1.11 The Bidder shall inform themselves concerning, and shall observe and comply with,
any applicable legal requirements.
1.12 The laws of the Republic of India are applicable to this E-Auction Process Information
Document.
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2. KEYTIMELINES
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
Note 3
1. In case the final sale consideration is not paid within the timeline, the Liquidator
shall forfeit EMD and cancel the Sale.
2. The Liquidator reserves the right to amend the key terms of the auction process
including floor price, reserve price, earnest money deposit, bid increment
amounts and timelines at his sole discretion, to the extent permissible under the
applicable laws and regulations. Any information about amendments/ extension
of any of the timelines will be available on the E- auction website and
communicated to the Qualified/ Successful Bidder.
3. While the timeline for submission of Bid Application Form and Bid Declaration
Form is from 27.03.2024 to 10.04.2024, please note that access to
documentation, additional information and site visits will be granted only once
the bidder submits the requisite forms, documents and authorizations; Affidavit
and Undertaking; executing a Confidentiality Undertaking by the bidder.
4. Bidders should regularly visit the website(s)/ link(s) mentioned in public
advertisement to keep themselves updated regarding clarifications, amendments
and/ or extension of time, if any.
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3. KEY DEFINITIONS
<Adjudicating Authority= or <NCLT= shall mean the National Company Law Tribunal,
Mumbai Bench;
<Affidavit and Undertaking= shall mean the affidavit and undertaking provided by the
Bidder substantially inform and manner as annexed in Annexure I hereto;
<Applicable Law(s)= shall mean, any or all the applicable laws, codes, regulations, rules,
guidelines, circulars, re-enactments, revisions, applications and adaptations thereto,
judgments, decrees, injunctions, writs and orders of any court, arbitrator or governmental
agency or authority, rules, regulations, orders and interpretations of any governmental
authority, court or statutory or other body applicable for such transactions including but not
limited to the IBC, Liquidation Process Regulations, Companies Act, 1956 / 2013 (as
applicable), Competition Act, 2002 , Income Tax Act, 1961, The Goods and Services Tax
Act, 2017, Transfer of Property Act, 1882, Sale of Goods Act, 1930, Foreign Exchange
Management Act, 1999, whether in effect as of the date of this E-Auction Process
Information Document or thereafter and each as amended from time to time;
<Bid= means, any bid or offer along with other documents, submitted by the Bidder(s) as
required in terms of the Public Advertisement and E- Auction Process Information
Document issued by the Liquidator and in accordance with the provisions of IBC read
together with the Liquidation Process Regulations as amended from time to time and the
Applicable Law(s);
<Bidder(s)= shall mean a Person or Persons as the case may be, who submitted a Bid as per
the E-Auction Process Information Document; and shall include a Qualified Bidder or the
Successful Bidder, as the case may be, and as the context requires;
<Bid Application Form= shall mean the form as specified in Annexure II of this E-Auction
Process Information Document;
<Bid Increment amount= shall mean the minimum amount over and above the last highest
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bid amount by which any participating Qualified Bidder will be required to increase the next
bid on the auction portal.
<Bid Declaration Form= shall mean a declaration by the Bidders in form as specified in
Annexure III of this E-Auction Process Information Document;
<Company= shall mean AIPL, a company incorporated in India under the Companies Act of
1956, having its registered office at Plot No. F-14, Additional Industrial, MIDC, Ambad,
Nashik-422010(MH);
<Confidential Information= shall mean any and all information and other materials
disclosed, furnished, communicated or supplied by the Company to any bidder, in written or
electronic or verbal form, including without limitation, and shall be determined to include
(without limitation) the following types of information of a similar nature: any commercial
and / or financial information, improvement, know how, intellectual property, discoveries,
ideas, concepts, papers, techniques, models, data, documentation, manuals, flow charts,
research, process, procedures, functions and other information related to price lists and
pricing policies and any other information which the Company identifies to be confidential
at the time of disclosure to the relevant bidder, and shall include any information that is
provided by the Liquidator or his representatives pursuant to the liquidation process or
through the Confidentiality Undertaking;
<E-Auction Process=/ <E-Auction= shall mean the electronic auction process for sale of the
Company/ Assets of the Company conducted in accordance with the provisions of IBC,
Liquidation Process Regulations, Applicable Law(s) and this E- Auction Process Document
inviting Bid from the Bidders for consummating the sale of Company as a going concern/
Assets of the Company in Slump Sale basis in accordance with the provisions of IBC and
Liquidation Process Regulations;
<E-Auction Process Information Document= means this document including all the
annexures, formats hereto, Information Memorandum, for the purposes of setting out the
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process for submission of a bid and selection of Successful Bidder in accordance with the
provisions of the IBC and Liquidation Process Regulations and shall include all
supplements, modifications, amendments, addendums, alterations or clarifications thereto
issued in accordance with the terms hereof;
<Eligibility Criteria= shall mean the legal criteria as specified in the Clause 5 of this E-
Auction Process Information Document;
<Going Concern sale= shall mean sale of the company as a going concern including all its
assets and properties on <as is where is basis=.
<IBC=/ <Code= shall mean Insolvency and Bankruptcy Code, 2016 as amended from time to
time;
<LOI= shall mean the letter of intent issued by the Liquidator to the Successful Bidder
detailing out the terms and conditions to complete the sale of the Company or Sale of Assets
of the Company, including the balance sale payment by Successful Bidder as per the
provisions of IBC and the Liquidation Process Regulations;
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in the liquidation process of the Company in accordance with the provisions of IBC and
Liquidation Process Regulations;
<Qualified Bidder(s)= shall mean an Interested Bidder who has duly submitted the signed
Bid Form and the signed Declaration along with the requisite Earnest Money to the
Liquidator and who fulfills the eligibility criteria listed out in the E-Auction Process
Information Document;
<Reserve Price= shall mean the minimum price fixed by the Liquidator for the Corporate
Debtor, which a Qualified Bidder would have to match or bid in excess, to become eligible
for being considered as a Successful Bidder;
<Site= shall mean the location of all the immoveable and moveable properties including land
parcels, office premises, buildings, factories, project locations, plant and machinery and
fabrication units, owned, leased or occupied by the Company, for the purposes of conducting
business;
<Successful Bidder= means, the Qualified Bidder whose Bid is approved and who is
declared successful by the Liquidator at the end of the determined auction phase;
Capitalized terms used herein but not defined otherwise shall have meaning prescribed
to them under the provisions of the IBC, the Liquidation Process Regulations and
Applicable Law(s) to such terms as the context may require.
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4. INTRODUCTION
4.1 The Liquidation process of the Company had been initiated under the provisions of the IBC
and by virtue of an order of the Hon9ble NCLT Mumbai Bench dated 19.05.2023. In the
said order, CA. Amit C. Poddar (Insolvency Professional), having IBBI Registration
No. IBBI/ IPA-001/ IP-P00449/ 2017-18/ 10792 had been appointed as the liquidator.
4.2 It is the endeavor of the Liquidator to conduct the sale of Company on going concern basis/
Sale of Assets of the Company on slump sale basis in accordance with the provisions of
IBC and the Liquidation Process Regulations through E- Auction, read with any other
Applicable Law(s) in the manner specified in this E-Auction Process Information
Document.
4.3 The E-Auction would be conducted in the manner specified in the Liquidation Process
Regulations and any other rules, regulations, orders, circulars, directions or notifications
issued pursuant to or under IBC or the Liquidation Process Regulations, as the case may be,
and as per directions, if any, of the NCLT in respect of the liquidation process of the
Company and in the manner as specified in this E-Auction Process Information Document.
4.4 The Bidders are encouraged to make themselves acquainted with the provisions of the IBC
and the Liquidation Process Regulations and any other rules, regulations, orders, circulars,
directions or notifications or the like, issued pursuant to or under the IBC or the Liquidation
Process Regulations, as the case may be.
4.5 The Liquidator will provide User ID & Password after due verification of requisite
documents submitted by the Interested Bidders as stated herein to the satisfaction of the
Liquidator.
4.6 The E-Auction / bidding of Autocop (India) Private Limited would be conducted exactly on
the schedule Date & Time as mentioned by way of inter-se bidding amongst the bidders.
The bidders can increase their bid by a minimum incremental amount of Rs. 5,00,000/-. In
case bid is placed in the last 5 minutes of the closing time of the e-auction, the closing time
will automatically get extended for 5minutes.
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4.7 The EMD of unsuccessful bidders shall be refunded within 7 working days. The EMD shall
not bear any interest.
4.8 In case of the Successful Bidders, the EMD (whether in the form of a Demand Draft) may
be banked. The EMD shall not bear any interest.
4.9 The Liquidator will intimate through mail to the Successful Bidder, detailing the Total
Payable Amount and other Terms and Conditions. The Successful Bidder would have to
pay 50% of sale consideration within 15 days of declaration of successful bidder, as
stipulated in this document. Any default in 50% of bid by the successful bidder would
entail forfeiture of EMD already deposited and the property shall be put to re-auction and
the defaulting bidder shall have no claim / right in respect of property / amount,
whatsoever.
4.10 The Successful Bidder shall bear the applicable stamp duties/ additional stamp duty/
transfer charges, fee, taxes, GST, etc. and also all the statutory/ non statutory dues, taxes,
rates assessment charges fees etc. owning to anybody.
4.11 The Liquidator is not bound to accept the highest offer and has the absolute right to accept
or reject any or all offer(s) or adjourn / postpone / cancel the e-Auction or withdraw any
property or portion thereof from the auction proceedings at any stage without assigning any
reason there for.
4.12 The sale certificate will be issued and / or transaction / sale documents executed in the
name of Successful Bidder(s) / Successful E-Auction Process Applicant(s) only and will
not be issued in any other name(s).
4.13 The sale shall be subject to conditions prescribed under the Insolvency & Bankruptcy
Code, 2016, provisions and regulations thereunder.
4.14 The decision of the Liquidator on declaration of Successful Bidder shall be final and
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-sd-
Date: 27.03.2024 Mr. Amit C. Poddar
Place: Nashik Liquidator - Autocop (India) Private Limited
IBBI Regn. No: IBBI/IPA-001/IP-P00449/2017-18/10792
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5. AN OVERVIEW OF THECOMPANY
Autocop (India) Private Limited (AIPL) has now grown up as Multi product & Multi
Locational well Spread & well Diversified Company. AIPL Manufactures Car security
system, GPS-GSM based security systems, Power windows, Reverse Warning Systems,
Gear Locks, Bike Security System, Up Modules Scuff plates, Ambient lighting, Trackpro-
TLG series - the ARAI approved Tracking system, which has been made compulsory by
RTO for registration of all New Public transport vehicles from 01 April 2018,Telematics
Products, Parking aid systems.
AIPL was Exclusive Distributors of Car Audio & Infotainment system (Sonata) &
Distributors of Facility Security Products (FSD) that includes High end CCTV Camera,
DVRs, Access control, Fire alarm & security system etc.
The Company has set up state of the Art SMT (Surface Mounted Technology)
manufacturing facility at Baddi - Himachal Pradesh set up in the year 2010.
Infrastructure:
Currently, Autocop has manufacturing facilities at Nashik (Maharashtra) & Baddi (HP).
The company is highly technology oriented and has been the first to introduce various
niche technologies in India.
Brief about the marketing and distribution channels / dealer network of the company:
Our Markets: -
" Car Manufacturers
" New Car Showroom
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" OEM / OES Market- Online Fitments. (Supply to all OEM car Manufacturers
under OEM / OES / DFS Route.
" Aftermarket
The Autocop Brand name is well established in the Automobile Market & have been
ranked in the 1000 well-known brands in the Country in the survey carried by a Brand
magazine. The Brand is Registered Trade Mark.
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6. ELIGIBILITY
As per the provision to Section 35(1)(f) of the IBC, (as amended from time to time) the
Liquidator shall not sell the immovable and movable property or actionable claims of the
Corporate Debtor to any person who is not eligible to be resolution applicant. Accordingly,
a Bidder shall not be eligible to submit a bid in the e-auction process of the Corporate
Debtor in case the Bidder fails to meet the eligibility criteria set out in Section 29A of the
IBC (as amended from time to time).
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 3
(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:
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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 or completion of such transaction as may be prescribed, prior to the
insolvency commencement date.
Explanation II.4 For the purposes of this clause, where a resolution applicant has an
account, or an account of a corporate debtor under the management or control of such
person or of whom such person is a promoter, classified as non-performing asset and such
account was acquired pursuant to a prior resolution plan approved under this Code, then,
the provisions of this clause shall not apply to such resolution applicant for a period of
three years from the date of approval of such resolution plan by the Adjudicating Authority
under this Code;
(d) has been convicted for any offence punishable with imprisonment 3
(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:
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;
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(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;
(i) is subject to any disability, corresponding to clauses (a) to (h), under any law in a
jurisdiction outside India; or
(j) has a connected person not eligible under clauses (a) to (i).
Explanation [I]. 4 For the purposes of this clause, the expression "connected person"
means4
(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
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Provided that nothing in clause (iii) of Explanation I shall apply to a resolution applicant
where such applicant is a financial entity and is not a related party of the corporate
debtor:
Provided further that the expression "related party" shall not include a financial entity,
regulated by a financial sector regulator, if it is a financial creditor of the corporate
debtor and is a related party of the corporate debtor solely on account of conversion or
substitution of debt into equity shares or instruments convertible into equity shares or
completion of such transactions as may be prescribed, prior to the insolvency
commencement date:
Explanation II4For 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:4
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The Bidder would need to submit the following forms, documents and authorizations as
part of the E-Auction by the Bidder(s) as per the timelines prescribed in this E-Auction
Process Information Document:
7.1 Ownership structure and composition of the Bidder, Proof of Identification, Current
Address- Proof, PAN card, valid e-mail ID, Landline and mobile phone number etc.
7.2 Authorization to the Signatory (in case the bidder is a legal entity).
7.5 The interested bidder must submit the Affidavit and Undertaking and Confidentiality
Undertaking (through Authorized Signatory, in case the bidder is a legal entity). The
format for the Affidavit and Undertaking is attached vide Annexure I and the format for
the Confidentiality Undertaking is attached vide Annexure V.
7.6 A Qualified Bidder will need to submit the duly filled, signed and stamped Bid Application
Form attached vide Annexure II, and duly filled, signed and stamped Bid Declaration
Form by Bidders attached vide Annexure III.
7.7 Please note that only the Qualified Bidder(s) will gain access to Information
Memorandum, documentation, additional information in relation to the Company required
for due diligence after due submission of the requisite forms, documents and
authorizations; Affidavit and Undertaking; executing a Confidentiality Undertaking as
stated in para 7.1 to para 7.6 above.
7.8 The title documents relating to the Assets shall be available to the Eligible Bidder on
request to be made to the Liquidator on cirp.autocop@gmail.com.
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8. SITE VISIT
8.1 The Qualified Bidder is expected to make its own arrangements including accommodation
for the Site Visit. All costs and expenses incurred in relation to Site Visits shall be borne
by the Qualified Bidder.
8.2 In Site Visit, the Qualified Bidder(s) may carry out its own comprehensive due diligence in
respect of the Company and shall be deemed to have full knowledge of the condition of the
Company, its assets, relevant documents, information etc. whether or not the Qualified
Bidder actually inspects or participates in the Site Visit or verifies the document provided by
the Liquidator. During the Site Visit, a Qualified Bidder shall not:
(i) Take any photographs of the Site or take any documents back with it; or
(ii) initiate any discussion regarding the Liquidation Process, with the personnel at
Site, during the course of its Site Visit.
8.3 The Qualified Bidder shall not be entitled to receive any reimbursement of any expenses
which may have been incurred in carrying out of due diligence, search of title to the assets
and matters incidental thereto or for any purpose in connection with the Bid.
8.4 Any delay in completion of the Site Visit by the Qualified Bidder, shall not entitle the
Qualified Bidder to any extension in the timelines, including the timeline for completion of
such Site Visit or submission of the Bid, by or before the last date for submission of the
Bid.
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9.1 The Liquidator shall endeavor to provide necessary assistance, facilitating the due
diligence by Qualified Bidders. The information and documents shall be provided by the
Liquidator in good faith.
9.2 The Liquidator proposes sale of Company on going concern basis/ Assets of the Company
in Slump Sale basis in accordance with the provisions of IBC and Liquidation Process
Regulations on <As is where is basis=, <As is what is basis=, <Whatever there is basis= and
<No recourse= basis and the proposed sale as specified above does not entail transfer of
any title, except the title which the Company has on the assets as on date of the transfer.
All local taxes / maintenance fee / electricity / water charges/ annual lease rentals /
unearned income in case of leasehold assets, etc., outstanding as on date or yet to fall due
in respect of the relevant asset should be ascertained by the Bidder and would be borne by
the Successful Bidder.
It must also be noted that the liquidator does not give any assurance or warranty of the
physical condition of the assets and their suitability for any sort of operation that the bidder
envisages.
9.3 Clarifications:
9.3.1 While the data/ information provided in this E-Auction Process Information Document
has been prepared and provided in good faith, the Liquidator and their Representatives
shall not accept any responsibility or liability, whatsoever, in respect of any statements or
omissions herein, or the accuracy, correctness, completeness or reliability of the
information provided, and shall incur no liability under any law, statute, rules or
regulations as to the accuracy, reliability and completeness of the information provided,
even if any loss or damage is caused to any of the Bidder by any act or omission on their
part.
9.3.2 It is further clarified that the data/information provided has been prepared based on books
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9.3.3 Any clarification provided shall be binding on all the Bidders and shall be deemed to form
part of this E-Auction Process Information Document. No request for modifications of
the clarifications shall be entertained, however, the Liquidator, may, in a fit case and as per
his discretion, issue modification to the clarifications, if required. Such modifications(s)
shall be binding on all the Bidders and shall be deemed to modify the clarification and be
read as a part of this E-Auction Process Information Document.
9.3.4 The Liquidator reserves the right not to respond to any query or provide any clarification,
at their sole discretion, and no extension of time and date referred to in this E-Auction
Process Information Document shall be granted on the basis of not having received response
to clarifications sought from the Liquidator. Nothing in this Clause shall be considered or
read as compelling or requiring the Liquidator to respond to any query or to provide any
clarification to the queries raised by a bidder. The Liquidator will not be held responsible
for any delay in response or non-response to clarifications raised by the Bidder.
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10.1 As per Regulation 32 of the Liquidation Process Regulations, the Liquidator may sell-
(a) an asset of the Company on standalone basis;
(b) the assets of a Company through a slump sale;
(c) a set of assets of the Company collectively;
(d) the assets of the Company in parcels;
(e) the Company as a going concern; or
(f) the business (s) of the Company as a going concern.
Provided that where an asset is subject to security interest, it shall not be sold under any
of the clauses (a) to (f) unless the security interest therein has been relinquished to the
liquidation estate.
10.2 The details of the security interest in the assets of the Company, relinquished/ not
relinquished by the secured creditors in accordance with Section 52(1)(a) of the IBC shall
be available for the bidders.
10.3 The Liquidator proposes to conduct sale of the Company on a going concern basis/
Assets of the Company on Slump Sale basis as contemplated under Regulation 32(e)/(b)
of the Liquidation Process Regulations through E-Auction Process and pursuant to the
approval of the Stakeholders Consultation Committee of the Company and NCLT and
this E-Auction Process Information Document.
10.4 The implementation/ mechanism of such sale is however not specifically provided for in
the Liquidation Process Regulations or anywhere in IBC. It is clarified that on being
declared as Successful Bidder, the said Successful Bidder shall be required to complete
the sale of Company on going concern basis/Assets of the Company on Slump Sale basis
in accordance with the provisions of IBC and Liquidation Process Regulations. After
identification of a Successful Bidder, the Liquidator shall have the right to approach the
NCLT for obtaining suitable directions on the implementation of such sale and any such
directions shall be binding on the parties to the sale process as contemplated in this E-
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10.5 The Successful Bidder agrees that, it shall be bound to pay the balance sale consideration
for consummation of sale of the Company/Assets of the Company on Slump Sale basis
within the time frame stipulated in the Liquidation Process Regulations. It is clarified that
any necessary approvals, consents, reliefs that may be required to be obtained by the
Successful as contemplated in this E-Auction Process Information Document have to be
obtained by the Successful Bidder without any deviation from the time frame for
payment of balance sale consideration as stipulated under the Liquidation Process
Regulations. Any failure to obtain such necessary approvals, consents, reliefs that may be
required by the Successful Bidder in respect of the sale of the Company/Assets of the
Company on Slump Sale basis shall not affect the E-Auction Process or sale of the
Company/ Assets as contemplated under this E-Auction Process Information Document.
On payment of the full amount, the sale of the Company/Assets shall stand completed
and the Liquidator shall execute a certificate of sale or sale deed to consummate the sale
transaction as contemplated under this E-Auction Process Information Document and the
Liquidation Process Regulations.
10.6 The Liquidator reserves the right to alter, modify, cancel or relax any of the terms and
conditions mentioned in this E-Auction Process Information Document in the interest of
the liquidation process of the Company including cancellation of the E-Auction Process
at any point of time. Any such alteration, modification, cancellation or relaxation of E-
Auction Process shall be binding on the Bidder.
10.7 The access to the details of the assets of the Company will be provided only to Qualified
Bidder, subject to submission of the requisite forms, documents and authorizations;
Affidavit and Undertaking; executing a Confidentiality Undertaking by such Qualified
Bidder as stated in para 7 above.
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The liquidator under this E-Auction Process Information Document proposes for Sale of the
Company / Sale of the Assets of the Company in accordance with the provisions of IBC, 2016
and IBBI (Liquidation Process) Regulations, 2016.
The procedure for the E-auction Process and the declaration of the Successful Bidder shall be
as per the terms of the E-Auction Process Document. On the close of the E-auction, the
Liquidator shall declare the Successful Bidder.
Further, the Stakeholders9 Consultation Committee in its meeting held on 22.03.2024 approved
the manner of Sale of the Company/ Sale of Assets of the Company and their respective
Reserve Price as given below:
Sale of 8Autocop (India) Private Limited - In Liquidation9 (Corporate Debtor/ CD) and/ or its
Assets under the provisions of Insolvency and Bankruptcy Code, 2016 and Regulations there
under, is scheduled to take place on 23.04.2024. The E-Auction will be conducted on <AS IS
WHERE IS BASIS, AS IS WHAT IS BASIS, WHATEVER THERE IS BASIS AND NO
RECOURSE BASIS.=
(Amount in Rs.)
SR DESCRIPTION RESERVE EMD INCREMENTAL
NO. PRICE BID AMOUNT
Option A : Sale of the Corporate Debtor as a Going Concern
Date and time of E 3 Auction : 23.04.2024 From 11:00 AM to 12:30 PM
OR
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All the other liabilities pertaining to the Corporate Debtor being Sale of Company/ Sale of the
Assets of the Company, subject to the approval of the Judicial Authority, shall be settled, paid
and extinguished as per Section 53 of IBC.
On receipt of the entire sale consideration (plus applicable taxes and costs as determined by the
Liquidator), the Liquidator (in his discretion) may issue a power of attorney in favour of the
Successful Bidder, if required, for certain limited purposes such as authorizing the Successful
Bidder to facilitate transfer of licenses and permissions, other approvals of the Company in its
name, etc.
The Liquidator shall not be responsible in any manner for assisting / coordinating / obtaining
any transfers/ renewals/ permissions/ approvals whether of any documents/ license and
permissions/ approvals/ insurance policies/ either in the name of the Corporate Debtor or the
Successful Bidder and the sole responsibility for the same shall vest with the Successful
Bidder.
It is clarified that apart from the LOI, sale certificate and the power of attorney, the Liquidator
shall not be required to execute any other document in favour of the Successful Bidder for
carrying out and effectuating the sale as per the E-Auction Process.
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The Successful Bidder agrees and acknowledges that it shall be solely responsible for carrying
out necessary actions and obtaining necessary approvals in order to effectuate fully the
purposes, terms and conditions of the Sale of the Company/ Sale of the Assets of the Company
to it, including but not limited to, obtaining or renewing any license, consent, certificate, permit
or other authorization, including procuring all necessary approvals from governmental and
statutory authorities, if any, as maybe required.
Excluded Assets:
Any existing personal guarantees issued by the promoters/ any other group companies of the
Corporate Debtor shall not form part of the liquidation sale under the E-Auction.
Any assets (owned by third parties) mortgaged to the lenders of the Company but not owned by
the Company shall not form part of the liquidation sale under the E-Auction. The Excluded
Assets do not form a part of liquidation estate of the Company and hence will not be a part of
the sale process as per the E-Auction herein contemplated. In the event there are any further
Excluded Assets, the Liquidator shall inform about the same to all the qualified bidders.
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12.1 All the Bidders shall provide by 19.04.2024, an amount of Rs.2,15,00,000/-, as interest
free earnest money deposit (<EMD=) either by remittance of funds to the bank account of
the Company as per the details given below or by way of a demand draft or a bank
guarantee issued by any scheduled commercial bank in India (<Bank=) in favour of:
12.2 It may be noted that the Bidder may request the Liquidator to permit the Bidder to submit
the EMD through its Associate or Associate Company. Such payment of the EMD by an
Associate or Associate Company of the Bidder shall be accompanied by a letter in the
format set out in Format B (Earnest Money by an Associate / Associate Company). Such
an Associate or Associate Company must also be a Qualified Bidder as per the
requirements specified in this E-Auction Process Information Document. The Interested
Bidder may request the Liquidator in writing to permit the Interested Bidder to submit the
Earnest Money through its Associate Company. Such request should be made at least
three (3) days prior to E-Auction date along with detailed information about the
Associate Company, its relationship with the Interested Bidder and an unconditional
undertaking (and affidavit) to confirm it is not ineligible pursuant to Section 29A of IBC.
Provided that, the Liquidator reserves the right to accept such a request at its sole
discretion and upon such terms and conditions as it may deem fit, including but not
limited to requiring such a party to submit any authorization documents or other
necessary details/ documents.
12.3 Where the Earnest Money is provided by way of a Bank Guarantee, such Bank Guarantee
shall be valid from the date of issuance for a period of no less than 60 (sixty) days with a
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12.4 The details of any remittances in this regard shall be entered in the online form submitted
by the Bidder. The entire EMD amount shall be remitted by the Bidder(s) from one bank
account only and to be owned by the Bidder.
12.5 The details of any remittances in this regard shall be entered in the Bid Form submitted
by the Interested Bidder. The entire Earnest Money amount shall be remitted by the
Interested Bidder (s) from one bank account only and to be owned by the Interested
Bidder (or an Associate Company).
12.6 Bidders shall preserve the remittance challan and shall produce the same in front of the
Liquidator as and when demanded.
12.7 All the payments to be made by the Bidder under the e-auction shall be intimated to the
Liquidator at cirp.autocop@gmail.com.
12.8 The process under 12.1 to 12.7 aforesaid shall also be applicable to payment of the
balance sale consideration in respect of the sale of the Company on going concern
basis/Assets of the Company on Slump Sale Basis.
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(i) The EMD without interest shall be returned to unsuccessful bidder(s) within 7 (seven) days
of the date of closure of the E-Auction process or cancellation of the E-Auction process,
except that the Liquidator may retain the EMD of the next highest Qualified Bidder for up
to maximum of 45 (Forty Five) days from the date of conclusion of the E-Auction (where a
Successful Bidder has been identified) in order to consider that bid (at the discretion of the
Liquidator) in the event the original Successful Bidder is disqualified or fails to adhere to
the terms of the Letter of Intent.
(ii) Provided that, in the event, the Liquidator proposes to cancel the E-Auction process on the
scheduled date or decides to not accept any of the bids submitted during the E-Auction
process, and in both the instances, proposes to follow up the same with another E-Auction
process, then if a Qualified Bidder indicates in writing its desire to receive refund of its
EMD, then the EMD shall be returned to the Qualified Bidder, within 7 (seven) days of
giving notice requesting for the return of the EMD.
(iii) Provided further that, failure to participate in any round of E-Auction process or requesting
refund of the EMD shall not debar a Qualified Bidder from participating in any subsequent
round(s) of E-Auction process.
(iv) The EMD without interest shall also be returned to a Qualified Bidder, within 7 (seven)
days of a demand being raised by such Qualified Bidder on the basis of any of on the
following grounds:
(a) Any increase in the Reserve Price or minimum incremental value;
(b) Any increase in EMD amount by more than 10% of the immediately previous
specified EMD;
(c) Any reduction on the timelines within which the balance sale proceed is required to
be paid;
(d) Change in eligibility requirement post the submission of the EMD, such that the
Interested Bidder(s) becomes ineligible. However, imposition of additional
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The earnest money, paid by bank transfer or demand draft may be forfeited, or in the case of a
Bank Guarantee may be invoked, at any time, upon the occurrence of any of the following
events:
a) if any of the conditions under this E-Auction Process Information Memorandum are
breached by the Qualified Bidder or in case the Qualified Bidder is found to have made
any misrepresentation; or
b) if the Qualified Bidder or any person acting jointly or in concert with such Qualified
Bidder is found to be ineligible to submit a bid under Section 29A of the IBC (as
amended from time to time) or is found to have made a false or misleading declaration of
eligibility under Section 29A of the IBC (as amended from time to time);or
c) if the Successful Bidder does not accept the Letter of Intent issued by the Liquidator
within the period and in the manner specified.
d) if the Successful bidder fails to pay the balance sale consideration (plus any applicable
GST, if any, on 100% of the bid sum) before the expiry of the period for payment of the
same for reasons other than specified in Clause 7 of this Asset Sale Process
Memorandum.
e) if the Successful Bidder is found to be, directly or indirectly or through an agent, engaged
in corrupt practice, fraudulent practice in the auction process or has undertaken any
action in respect of such process which results in the breach of any applicable law
including the Prevention of Corruption Act, 1988
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i. The Liquidator shall determine and at his sole discretion (which discretion shall not be
used arbitrarily), declare at the end of the E-Auction, the Successful Bidder(s).
Determination of the Successful Bidder(s) shall be done on the basis of highest bid
received for the E-Auction, unless the Liquidator determines, acting reasonably, that the
highest bidder shall not be identified as the Successful Bidder. It is clarified that, if the
highest bid received is lesser than the Reserve Price determined and fixed by the
Liquidator for the particular round of E-Auction, such round of E-Auction shall be deemed
to be unsuccessful and the Qualified Bidder who has submitted the highest bid shall not
have any right to be identified as the Successful Bidder merely because its bid was the
highest or was in excess of the Floor Price. This right of selecting and declaring the
Successful Bidder(s) shall solely rest with the Liquidator at all times.
ii. In case of stay of proceedings by the competent authority, the e-auction may either be
deferred or cancelled and persons participating in the sale shall have no right to claim
damages, compensation or cost for such postponement or cancellation.
iii. The Liquidator is not bound to accept the highest offer and has the absolute right to accept
or reject any or all offer(s) or adjourn/ postpone/ cancel the e-Auction or withdraw the sale
of company from the E-Auction proceedings at any stage without assigning any reason
there for. The same shall be true even where the highest offer is in excess of the Reserve
Price determined and fixed by the Liquidator for the particular round of E-Auction.
iv. In case of disqualification of a Successful Bidder, the Qualified Bidder who had submitted
the next highest bid, may be asked to match the Successful Bidder's bid and be considered
the new Successful Bidder. Should the latter be unwilling to match the bid submitted by
the earlier Successful Bidder, the Liquidator, at his sole discretion, may decide to carry out
a fresh auction or Sale of the Company/ Sale of the Assets of the Company to the next
highest Qualified bidder at its bid amount.
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i. On payment of the full amount of sale consideration (i.e. the bid amount) including
applicable taxes & levies, if any, the sale shall stand completed and the transfer of
ownership of the Corporate Debtor shall take place by way of writing off the entire
existing shareholding of Corporate Debtor and issuance of fresh equity shares to the
Successful Bidder. The equity shares shall be issued in the name of the Successful Bidder
and may also be issued in the name of any other entity, as the successful bidder directs.
ii. It is expressly stipulated that there are no implied obligations on the part of the Liquidator
to do all acts, things and deeds whatsoever for the completion of the sale.
iii. The sale shall be subject to conditions prescribed under the provisions of the IBC, the
Liquidation Process Regulations and any other provisions and regulations thereunder.
iv. The sale may attract stamp duty, registration charges, GST, TDS and other applicable
taxes as per Applicable Laws and the same shall be paid by successful bidder.
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The Auction Participant shall observe the highest standard of ethics during the e-auction process
and subsequently during the closure of the e-auction process and declaration of Successful
Bidder. Notwithstanding anything to the contrary contained in this E-Auction Process
Memorandum or in the Letter of Intent, the Liquidator shall be at liberty to reject any bid, revoke
the Letter of Intent, as the case may be, without being liable in any manner whatsoever to the
Auction Participant, if the Liquidator, at his discretion, determines that the Auction Participant
has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice in the e-auction process or has,
undertaken any action in respect of such process which results in the breach of any Applicable
Law(s) including the Prevention of Corruption Act, 1988. In such an event, the Liquidator may
forfeit the Earnest Money Deposit furnished by the Auction Participant.
For the purposes of this Clause the following terms shall have the meaning hereinafter
respectively assigned to them:
<coercive practice= shall mean impairing or harming, or threatening to impair or harm, directly
or indirectly, any person or property to influence any person9s participation or action in the
auction Process;
<corrupt practice= shall mean (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with the auction
Process (for avoidance of doubt, offering of employment to or employing or engaging in any
manner whatsoever, directly or indirectly, any official of the Liquidator or the Company, who is
or has been associated or dealt in any manner, directly or indirectly with the e-auction process or
arising there from, before or after the execution thereof, at any time prior to the expiry of one (1)
year from the date such official resigns or retires from or otherwise ceases to be in the service of
the Liquidator or the Company, shall be deemed to constitute influencing the actions of a person
connected with the auction Process); or (ii) engaging in any manner whatsoever, during the
auction Process or thereafter, any person in respect of any matter relating to the Company, who
at any time has been or is a legal, financial or technical adviser of the Liquidator or the
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<undesirable practice= shall mean (i) establishing contact with any person connected with or
employed or engaged by the Liquidator with the objective of canvassing, lobbying or in any
manner influencing or attempting to influence the e-auction process; or (ii) having a conflict of
interest.
The Bidder shall not involve himself or any of his representatives in price manipulation of
any kind directly or indirectly by communicating with other Bidder(s).
The Bidder(s) shall not divulge either his bid or any other details provided to him by the
Liquidator or during the due diligence process in respect of the asset to any other party.
Prior to conduct of due diligence/ site visits, the Liquidator may require the Bidder(s) to
execute confidentiality agreement with the Liquidator in his capacity of liquidator of the
Company.
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The Auction Participant shall be responsible for all the costs incurred by it on account of its
participation in the e-auction process, including any costs associated with participation in the
discussion meeting, site visit (if any), etc. The Liquidator shall not be responsible in any way for
such costs, regardless of the conduct or outcome of the e-auction process.
For purpose of clarity, it is hereby clarified that the Auction Participant is expected to make its
own arrangements including accommodation for the discussion meeting or site visit, (if any) and
all costs and expenses incurred in that relation thereto shall be borne by the Auction Participant.
The Auction Participant shall not be entitled to receive reimbursement of any expenses which
may have been incurred carrying out of due diligence, title search to the assets of the Corporate
Debtor and matters incidental thereto or for any purpose in connection with the e-auction process
that may be required for submission of the bids of the Bidder(s).
All taxes and duties applicable if any, including but not limited to the taxes and duties as detailed
below, on sale of the Corporate Debtor/ sale of the Assets of the Corporate Debtor shall be borne
by the Successful Bidder:
a) applicable or additional stamp duty charges, registration charges, transfer charges etc. as any
in view of the relevant laws, rules and regulations;
b) Applicable cess or other applicable tax i.e. GST, TDS, Income tax etc.
c) The payment of all statutory,/non-statutory dues, taxes, rates, assessments, charges, fees,
maintenance fees, outstanding municipal and other property taxes, electricity dues etc. yet to fall
due in respect of the assets of the Corporate Debtor should be ascertained by the Bidder and shall
be sole responsibility of the Successful Bidder.
The Successful Bidder shall also be responsible for evaluating completeness of applicability of
taxes in India at the time of closure of the e-auction/ sale process and shall be responsible for
fulfilling all such compliances.
It is expressly stated that the Liquidator does not take or assume any responsibility for any dues,
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statutory or otherwise, of the Corporate Debtor, including such dues, if any, which may affect
sale of the Corporate Debtor in the name of the Successful Bidder and such dues, if any, will
have to be borne/ paid by the Successful Bidder.
Any non- payment, short payment or inadequate payment of GST, TDS, Income Tax, Cess,
Stamp duty, registration charges and other levy by whatsoever shall be on borne by Successful
Bidder and shall be the sole liability of the Successful Bidder at all times.
The Auction Participant shall be responsible for complying with the requirements of IBC, the
Liquidation Process Regulations and other requisite Applicable Laws. The Successful Bidder
shall be responsible for obtaining requisite regulatory or statutory or third-party approvals, no-
objections, permission or consents, if any, that are or may be required under Applicable Laws for
purchasing the Corporate Debtor/ assets of the Corporate Debtor.
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This E-Auction Process Information Document, the E-Auction Process and the other documents
pursuant to the E-Auction Process Information Document shall be governed by the laws of India
and any dispute arising out of or in relation to the E-Auction Process Information Document or
the E-Auction Process shall be subject to the exclusive jurisdiction of the Adjudicating
Authority, courts and tribunals at Mumbai, India. In addition, the bank guarantee provided by the
Bidder in relation to the EMD as per Format A of this document shall be subject to the
exclusive jurisdiction of the courts and tribunals at Mumbai, India.
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E-Auction Process Information Document/AIPL Liquidation/27.03.2024
FORMAT A
(To be on non-judicial stamp paper of appropriate stamp duty value relevant to place of
execution)
To,
Mr. Amit C. Poddar
Liquidator - Autocop (India) Private Limited
Registration No.IBBI / IPA-001 / IP-P00449 / 2017-18 / 10792
3rd Floor, Meera Apartments, Opp. Yeshwant Stadium, Above
Durva Restaurant, Dhantoli, Nagpur - 440012
and
[Insert Details of the Bank and Address]
WHEREAS
A. [Insert name of the Bidder] incorporated in [India]/ [insert name of country where guarantor
is incorporated] under the [Companies Act, [1956/2013]/ [insert name of legislation under
which the entity is incorporated] with corporate identity number [insert the corporate
identity number of the entity], whose registered office is at [insert address] (<Bidder=) is
required to provide an unconditional and irrevocable bank guarantee for an amount equal to
Rs. 2.15 crores (Indian Rupees Two Crores Fifteen Lakhs Only) in accordance with the
terms of the E- Auction Process Information Document dated 27.03.2024 (<E-Auction
Process Information Document=) issued by the Liquidator seeking submission of bids for
the carrying out the sale of AIPL under Liquidation as Going Concern/ Assets on Slump
Sale basis.
C. We, [insert name of the bank] having our registered office at [insert address] (<Bank=) at
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the request of the Bidder do hereby undertake to pay to the Beneficiary at Nashik an
amount not exceeding to Rs.2,15,00,000/- (Indian Rupees Two Crores Fifteen Lakhs only)
to secure the obligations of the Bidder under the E-Auction Process Information Document
on demand from the Beneficiary on terms and conditions herein contained.
1. Now therefore, the Bank hereby issues in favour of the Beneficiary this
irrevocable and unconditional payment bank guarantee (<Guarantee=) on behalf
of the [Insert name of the Bidder] for an amount of Rs.2,15,00,000/- (Indian
Rupees Two Crores Fifteen Lakhs only).
2. The Bank for the purpose hereof unconditionally and irrevocably undertakes to
pay to the Beneficiary without any demur, reservation, caveat, protest or
recourse, immediately on receipt of first written demand made by the
Beneficiary, a sum not exceeding the aggregate amount of Rs.2,15,00,000/-
(Indian Rupees Two Crores Fifteen Lakhs only).
3. This Guarantee shall be valid and binding on the Bank up to and including
October 2024 [Insert date of validity of the Earnest Money Deposit] with
an additional claim period of 30 (thirty) days thereafter and shall in no event be
terminable by notice or any change in the constitution of the Bank or the
Beneficiary, by any other reasons whatsoever and our liability hereunder shall not
be impaired or discharged by any extension of time or variations or alternations
made, given, or agreed with or without our knowledge or consent, by or between
parties to the respective agreement.
4. The Bank hereby expressly agrees that the demand made on it under this
Guarantee shall be conclusive evidence of that such payment is due and the Bank
shall not require any proof in addition to the written demand from Beneficiary,
made in any format, raised at the above-mentioned address of the Bank, in order
to make the said payment to the Beneficiary.
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the [insert name of the Bidder] in any suit or proceeding pending before any court
or tribunal relating thereto and the Bank9s liability under this present being
absolute and unequivocal. The Bank shall not require the Beneficiary to justify
the invocation of this Guarantee, nor shall the Bank have any recourse against the
procurer(s) in respect of any payment made hereunder.
6. This Guarantee shall be interpreted in accordance with the laws of India and the
courts and tribunals at Nagpur shall have exclusive jurisdiction. The Bank
represents that this Guarantee has been established in such form and with such
content that it is fully enforceable in accordance with its terms as against the
Bank in the manner provided herein.
8. This Guarantee shall be a primary obligation of the Bank and accordingly the
Beneficiary shall not be obliged before enforcing this Guarantee to take any
action in any court or arbitral proceedings against the Bidder, to make any claim
against or any demand on the Bidder or to give any notice to the Bidder or to
exercise, levy or enforce any distress, diligence or other process against the
Bidder. The Bank waives any such right to that extent.
9. The Bank further unconditionally agrees with the Beneficiary that the Beneficiary
shall be at liberty, without Bank9s consent and without affecting in any manner
the Bank9s obligations under this Guarantee, from time to time:
(i) Vary and/or modify any of the terms of the E-Auction Process Information
Document;
(ii) Extend and/or postpone the time of performance of the obligations of the
Bidder under the E-Auction Process Information Document; or
(iii) Forbear or enforce any rights exercisable by the Beneficiary against the
Bidder under the terms of the E-Auction Process Information Document
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and the Bank shall not be relieved from its liability by reason of any such
act or omission on the part of the Beneficiary or any indulgence by the
Beneficiary to the Bidder or other thing whatsoever which under the law
relating to sureties would, but for this provision, have the effect of
relieving the Bank of its obligations under the Guarantee.
10. The Bank hereby agrees and acknowledges that the Beneficiary shall have a right
to invoke this Guarantee either in part or in full, as it may deem fit.
11. Our liability under this Guarantee is restricted to Rs.2,15,00,000/- (Indian Rupees
Two Crores Fifteen Lakhs only) and it shall remain in force until October, 2024
[Insert Earnest Deposit Validity Date], with an additional claim period of 30
(thirty) days thereafter.
12. Failure to re-issue or extend this Guarantee in accordance with Clauses stated
above shall entitle the Beneficiary to invoke this Guarantee.
In witness whereof the Bank, through its authorised officer, has set its hand and stamp
on this day of ___ at ____ .
Witness
1.
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2.
Notes:
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FORMAT B
To
Mr. Amit C. Poddar
The Liquidator 3 Autocop (India) Private Limited
3rd Floor, Meera Apartments, Above Durva Restaurant, Opp. Yeshwant Stadium, Dhantoli,
Nagpur 3 440012
Dear Sir,
Sub: Payment of the amounts of Earnest Money on behalf of the Bidder in relation
to the auction of Autocop (India) Private Limited (<AIPL= or <Company=) as a
Sale as a going concern or Assets on Slump Sale Basis as per IBC and Liquidation
Process Regulations.
In light of the bid for Autocop (India) Private Limited submitted by [Insert name of the
Bidder with address] in accordance with and subject to the provisions of the E-Auction
Process Document (Sale as a going concern or Assets on Slump Sale Basis) dated
27.03.2024 in relation to the captioned transaction (<E-Auction Process Information
Document (Sale as a going concern or Assets on Slump Sale Basis), issued by the
Liquidator, [Insert name and address of the Associate Company and address of the head
office] hereby declares and confirms it is [an / the] [Insert relationship of the Associate
Company with the Bidder] of the Bidder (<Associate Company=),and the payment of
the Earnest Money amount vide [Insert mode of payment] (<Payment=) is on behalf of
the Bidder.
The Associate Company acknowledges that such amounts paid as Earnest Money shall
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be subject to the terms of this E-Auction Process Document (Sale as a going concern or
Assets on Slump Sale Basis) and hereby waives any right to claim any refund or
adjustment of the amounts of such Payment except in accordance with the terms of the
E-Auction Process Document (Sale as a going concern or Assets on Slump Sale Basis).
The Associate Company hereby represents and warrants that payment of amounts on
behalf of the Bidder is in compliance with Applicable Law.
Capitalized terms used but not defined in this letter shall have the meanings as cribbed
to such terms in the E-Auction Process Document (Sale as a going concern or Assets on
Slump Sale Basis).
Yours sincerely,
ACKNOWLEDGMENT
We hereby acknowledge and confirm the statements set out above by the Associate
Company. Yours sincerely,
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Date:
To,
Sub: Disclosure and Undertaking on eligibility under Section 29A of the Insolvency
and Bankruptcy Code, 2016.
Dear Sir,
A. I hereby submit this declaration under Section 29A of the Insolvency and Bankruptcy
Code, 2016 (<IBC=) as inserted by the Insolvency and Bankruptcy Code (Amendment)
Act, 2018 and further amendments thereto:
I have understood the provisions of Section 29A of IBC and confirm that I am
eligible and duly authorized and competent to submit my bid under section 29A of
IBC, and make and affirm the instant affidavit for and on behalf of the Applicant. I
confirm that in accordance with the provisions of section 29 A of IBC, inter-alia,
neither [XYZ Limited nor any person acting jointly with XYZ Limited or in concert
with XYZ Limited or any person who is a promoter or in the management or control
of XYZ Limited or any person acting jointly with XYZ Limited or any person who is
a 8Connected Person9 (as defined under the Insolvency and Bankruptcy Code, 2016):
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(II) Is a willful defaulter in accordance with the guidelines of the Reserve Bank of
India issued under the Banking Regulation Act, 1949;
(III) At the time of submission of the Bid, 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 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;
(IV) Has been convicted for any offence punishable with imprisonment 3 (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: Provided that
his 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.
(V) Is disqualified to act as a director under the Companies Act,2013;
(VI) Is prohibited by the Securities and Exchange Board of India from trading in
securities or accessing the securities markets;
(VII) 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 IBC;
(VIII) Has executed an enforceable 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 IBC;
(IX) Has been subject to any disability, corresponding to clauses (a) to (h) of
Section 29A, under any law in a jurisdiction outside India; or
(X) Has a connected person (as defined in Explanation to Section 29A) who is
ineligible under clauses (a) to (i) of Section 29A of IBC.
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I, therefore, confirm that XYZ Limited is eligible under Section 29A of IBC to
submit its Bid for AIPL3 In Liquidation.
B. I undertake on behalf of XYZ Limited, that during the Liquidation Process, no person
who would be considered as Connected Person as is not eligible to submit resolution
plan under Section 29A of Insolvency and Bankruptcy Code, 2016 and the Regulation
38 of IBBI (Insolvency Resolution Process of Corporate Persons) Regulations, 2016
shall be engaged in the management and control of the Corporate Debtor.
C. I unconditionally and irrevocably undertake on behalf of XYZ Limited that I shall make
full disclosure in respect of the Applicant and all its connected persons as required
under Regulation 38(3) of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016.
D. I declare and undertake that in case XYZ Limited or any of its connected persons
becomes ineligible at any stage during the Liquidation Process, it would inform the
Liquidator forthwith on becoming ineligible.
E. I also undertake that in case XYZ Limited or any of its connected persons becomes
ineligible at any time after submission of EMD, then the EMD would be forfeited and
the same would be deposited in the account of AIPL3 in liquidation.
F. I confirm that the said declaration and disclosure is true and correct and the undefined
legal terms in this undertaking shall have the same meaning as prescribed to them under
IBC and regulations thereunder.
G. I am duly authorized to submit this declaration by virtue of [Insert the details of the
corporate authorizations]
(DEPONENT)
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VERIFICATION
I, the deponent above, do hereby solemnly declare and affirm that the above statement
given by me is true and correct to the best of my knowledge and belief and nothing
stated above is false or misrepresentation or misleading.
(DEPONENT)
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ANNEXURE II
Date:
To,
Mr. Amit C. Poddar
Dear Sir,
Name
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Contact No.
Email ID
PAN No.
Address
I/We/M/s. also encloses copies of the required KYC documents. We request you to
kindly verify the same and arrange with the auction portals for issue of an ID and
password for us to enable us to take part in the E-Auction.
Date:
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In addition to the E-Auction Process Information Document, following terms and conditions
apply:
2. The Bidders should make their own independent inquiries regarding the
encumbrances, title of assets put on auction and claims/rights/dues/ affecting the
assets of the Company and should conduct their own due diligence prior to submitting
their Bid. The e-Auction advertisement does not constitute and will not be deemed to
constitute any commitment or any representation of the Liquidator. The Company is
proposed to be sold on a going concern basis or Assets of the Company on Slump
Sale basis with all the existing and future encumbrances/ claims/ dues/ demands
whether known or unknown to the Liquidator. Liquidator shall not be responsible in
any of way for any third- party claims/ rights/ dues.
3. The Bidders should submit the evidence for EMD deposit like UTR number along
with the request letter for participation in E-Auction as follows:
(i) In case of individuals: (a) Proof of identification (KYC) viz. Voter ID card/
Driving License/ Passport etc., (b) Current Address-Proof for communication,
(c) PAN card of Bidder, (d) Valid Email ID, (e) contact number
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(ii) At the time of delivery, the authorized person would have to show the original
documents of: (i) Original authorization letter of the Company; (ii) Original ID
Proof of the authorized representative/ Individuals appearing like AADHAR/
Passport etc and Original PAN Card of the Company/ Individual.
4. The Liquidator will provide User ID & Password after due verification of requisite
documents submitted by the Interested Bidders as stated herein to the satisfaction of
the Liquidator.
6. Liquidator has right to demand any additional documents from the Bidder for the E-
Auction Process. In case such additional documents are not provided by the Bidder,
the Liquidator in his own discretion may disqualify the Bid.
8. The EMD of unsuccessful bidders shall be refunded within seven days from the date
of E-Auction. The EMD shall not bear any interest.
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9. In case of the Successful Bidders, the EMD in cash may be adjusted towards the
balance sale consideration. The EMD shall not bear any interest.
10. The Liquidator will intimate through mail to the Successful Bidder, detailing the total
payable amount for consummating the sale of the Company and other terms and
conditions. The Successful Bidder would have to pay the balance sale consideration
amount less EMD for the sale of the Company within time stipulated in this E-
Auction Process Information Document. Any default in payment of the bid amount
by the Successful Bidder would entail forfeiture of EMD already deposited the
Company shall be put to re-auction and the defaulting Bidder shall have no claim /
right in respect of Company / amount paid whatsoever.
11. The Successful Bidder shall bear the applicable stamp duties/ additional stamp duty/
transfer charges, fee, taxes, Good and Services Tax, etc. and also all the statutory/ non
statutory dues, taxes, rates assessment charges fees etc. owning to anybody.
12. The Liquidator is not bound to accept the highest offer or and has the absolute right to
accept or reject any or all offer(s) or adjourn / postpone/ cancel the E-Auction or
withdraw from the e-auction proceedings at any stage without assigning any reason
thereof.
13. The sale certificate will be issued and / or transaction / sale documents executed in
the name of Successful Bidder(s) only and will not be issued in any other name(s).
14. The sale of the Company/Sale of Assets of the Company as contemplated under this
document shall be subject to conditions prescribed under the Insolvency &
Bankruptcy Code, 2016 read with amendments and rules/ regulations made
thereunder.
15. The Bidder may submit his offer as per the process specified in the E-Auction
Process Information Document.
16. The decision of the Liquidator on declaration of Successful Bidder shall be final and
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17. The Bidders are required to keep themselves updated for any revisions in the terms
and conditions of E-Auction by regularly visiting the links and website addresses of
the Company as mentioned in this E-Auction Process Information Document.
-sd-
Date: 27.03.2024 Amit C. Poddar
Place: Nashik Liquidator - Autocop (India) Private Limited
IBBI Regn. No: IBBI / IPA-001 / IP-P00449 / 2017-18 / 10792
Mr. Amit C. Poddar has been appointed as a Liquidator of AIPL by NCLT, Mumbai
Bench, vide its order dated 19th May 2023. The affairs, business and property of AIPL
(in Liquidation) are being managed by the Liquidator, Mr. Amit C. Poddar who acts as
agent of AIPL only and without personal liability.
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ANNEXURE III
BID DECLARATION FORM/ DECLARATION BY BIDDERS
To,
Mr. Amit C. Poddar
Liquidator- Autocop (India) Private Limited (In Liquidation)
Registration No. IBBI / IPA-001 / IP-P00449 / 2017-18 / 10792
3rd Floor, Meera Apartments, Opp. Yeshwant
Stadium, Above Durva Restaurant, Dhantoli,
Nagpur - 440012
Dear Sir,
1. I / We, the Bidder (s) aforesaid do hereby state that, I / We have read the entire
terms and conditions for the sale of the Company as going concern/Assets of the
Company on Slump Sale basis as specified in the Public Advertisement and E-
Auction Process Information Document and have understood them fully. I/We
hereby unconditionally agree to confirm with and to be bound by the said terms and
conditions of the Public Advertisement and E-Auction Process Information
Document and agree to take part in the E-Auction Process.
2. I / We declare that the Earnest Money Deposit/ EMD and documents submitted in
relation to the Eligibility Criteria as specified in the E-Auction Process Information
Document and that the particulars of remittance and all other information given by
me/us in the form is true and correct.
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4. I / We also agree that after my /our offer given in my /our Bid in relation to the sale
of the Company/Assets of the Company as contemplated under the E-Auction
Process Information Document, is accepted by the Liquidator and if, I / We, fail to
accept or act upon the terms and conditions of the sale or am / are not able to
complete the transaction within the time limit specified under the E-Auction Process
Information Document or the Liquidation Process Regulations for any reason
whatsoever and /or fail to fulfill any / all the terms and conditions of the E- Auction
and letter of intent, the EMD and other monies paid by me / us along with the form
and thereafter, are liable to be forfeited along with other deviations pertaining to
forfeiture of EMD as specified in the E-Auction Process Information Document. The
timeline for payment of final sale consideration may be extended by sole discretion
of Liquidator and as per the Liquidation Process Regulations, to the extent
permissible under the Applicable Law(s).
In case final sale consideration is not paid within timeline stated in the Liquidation
Process Regulations, the Liquidator shall forfeit EMD.
5. I / We understand that the EMD of all Bidders shall be retained by the Liquidator
and returned only after the successful conclusion of the sale of the Company/ Assets
of the Company. I / We, state that I / We, have fully understood the terms and
conditions therein and agree to be bound by the same.
7. I/ We understand that I/We shall be responsible for fully satisfying ourselves with
the requirements of the IBC and the related regulations as well as all Applicable
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Law(s) that are relevant for the E-Auction Process and consummating the sale of the
Company on going concern basis/Assets of the Company. I/We shall be responsible
for obtaining requisite regulatory or statutory or third-party approvals, no-objections,
permission or consents, if any, that are or may be required under Applicable Law(s)
for consummation of sale of Company on going concern basis/Assets of the
Company in accordance with the provisions of IBC and Liquidation Process
Regulations.
8. The decision taken by the Liquidator with respect to the selection of the Successful
Bidder and communicated to us shall be binding on me/ us.
9. I/We also undertake to abide by the additional conditions if announced during thee-
auction including any announcement(s) on correction of and / or additions or
deletions to the time of auction portal being offered for sale.
10. I/We confirm that the Liquidator and his employees, shall not be liable and
responsible in any manner whatsoever for my/our failure to access and Bid on the E-
Auction portal due to any unforeseen circumstances etc. before or during the E-
Auction event.
11. I/We hereby confirm that I/we are eligible to submit our Bid in relation to sale of the
Company as a going concern / Assets of the Company on Slump Sale basis under
Section 29A of the Insolvency and Bankruptcy Code, 2016 read with subsequent
amendments thereto.
12. The capitalized terms not defined in this Bid Declaration Form and phrase <sale of
the Company/ Sale of Assets of the Company on Slump Sale basis= shall have the
same meaning as ascribed to it in the E-Auction Process Information Document.
(Signature with SEAL)
Name:
Address:
Email:
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ANNEXURE IV
1. Intending bidders shall have a valid e-mail ID, valid PAN Card and know your
customer documents to register with the E - Auction Service Provider.
2. Bidders have to register themselves with the E-Auction Service Provider.
3. Only upon verification of the online form and confirmation of remittance of EMD
will the Qualified Bidders be declared and thereafter, permitted to access the Platform
for bidding for the Company.
4. The Bidder shall be solely responsible for all consequences arising out of the Bid
submitted by him (including any wrongful bidding) and no complaint/ representation
will be entertained in this regard by the agency/ the Liquidator. Hence, Bidders are
cautioned to be careful to check their bid amount(s) and alter/rectify their Bid if
required before confirming the Bid submitted.
5. Bidders should not disclose their User ID as well as password and other material
information relating to the bidding to anyone to safeguard its secrecy.
6. Bidders are advised to change the password immediately on receipt thereof.
7. The Affidavit and Undertaking and Bid Declaration Form by the Bidders as per the
formats substantially provided in Annexure I and III respectively of the E- Auction
Process Information Document be executed by the Bidders in accordance with
Applicable Law(s) and it must be in issued in accordance with the constitutional
documents of the Bidder, if applicable, after obtaining all corporate approvals as may
be required. The extract of constitutional documents and certified copies of the
corporate approvals must be enclosed with the Bid Declaration Form by the Bidders.
In case of Bidder being an individual, the declaration must be personally signed by
the Bidder. In case the Bidder is not an individual, the declaration must be signed by
a person who is in full time employment of the Bidder and duly authorized to sign the
same.
8. All the aforementioned documents are required to be uploaded on the portal and the
original physical copies thereof shall be provided by the Successful Bidder to the
Liquidator in accordance with the E-Auction Process Information Document.
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9. All Bid(s) placed are legally valid bids and are to be considered as bids from the
Bidder himself. Once the Bid is placed, the Bidder cannot reduce or withdraw the Bid
for whatever reason. If done so, the EMD deposited by the Bidder shall be forfeited.
10. The highest Bid on the E-Auction date shall supersede all the previous bids of the
respective Bidders. The Bidder with the highest offer/ bid does not get any right to
demand for acceptance of his Bid.
11. After the conclusion of the E-Auction of the Company, the Successful Bidder shall be
informed through a message generated automatically by the portal, of the outcome of
the E-Auction. A separate intimation shall also be sent to the Successful Bidder. The
date of sending of the e-mail intimating the Successful Bidder shall be considered as
the date of receipt of the Intimation i.e. date of intimation.
12. Bidders may encounter certain unforeseen problems such as time lag, heavy traffic,
and system/ power failure at the Bidder's end. To avoid losing out on bidding because
of above-mentioned reasons, it is advised not to wait for the last moment. The
Bidders are required to keep themselves updated with any revised terms and
conditions of E- Auction by regularly visiting the links of the auction portal and
website of the Company as mentioned in this E-Auction Process Information
Document.
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ANNEXURE V
CONFIDENTIALITY UNDERTAKING
(on Rs. 100/- stamp paper)
This Confidentiality Undertaking has been signed by (Name of potential Bidders) having its
office at________ acting through Mr. (Name of person authorised by potential Bidder(s)), the
authorized signatory/authorized representative (<Bidder=), which expression shall, unless
repugnant to the context, be deemed to include its successors, assigns or legal representative) in
favour of Mr. AmitC. Poddar, an Insolvency Professional having registration no. IBBI/IPA-001/IP-
P00449/2017-2018/10792.
WHEREAS M/s AIPL, a company registered under Companies, Act, 1956 (thereafter referred as
the <Company=) is undergoing liquidation vide Hon9ble NCLT, Mumbai Bench Order dated 19th
May, 2023. In the latter order, CA. Amit C. Poddar (Insolvency Professional), having IBBI
Registration No. IBBI/ IPA-001/ IP-P00449/ 2017-18/ 10792 has been appointed as the
liquidator to manage, protect, sell and liquidate the property, assets, business and other affairs of
AIPL (in liquidation) (<Liquidator=).
WHEREAS the Liquidator has invited prospective Bidders for the purpose of submission of Bid
through E-Auction Process in respect of sale of the Company as a going concern/ sale of Assets of
the Company on slump Sale basis in accordance with the provisions of E-Auction Process
Information Document and provisions of Insolvency and Bankruptcy Code, 2016 (<IBC=) read
with the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016
(<Liquidation Process Regulations=).
WHEREAS the Liquidator is required to share certain data, documents in relation to the Company
for facilitating the prospective Bidder(s) in their due diligence after receiving an undertaking from
each of the potential Bidder(s) to the effect that such member shall maintain confidentiality of the
information received and during the course of due diligence and shall not use such information to
cause an undue gain or undue loss to itself or any other person and comply with the requirements
under IBC and Liquidation Process Regulations.
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2. The Bidder (s) further unconditionally and irrevocably undertake and declare that:
a) the Confidential Information shall be kept secret and confidential by the Bidder (s) and
shall be used solely in accordance with the terms of the IBC;
b) the Bidder(s) shall not use the Confidential Information to cause any undue gain or undue
loss to itself, the Company, Liquidator or any other person;
c) the Bidder(s) shall comply with all provisions of Applicable Law(s) for the time being in
force relating to confidentiality and insider trading;
d) the Bidder (s) shall protect any intellectual property of the Company which it may have
access to;
e) the Confidential Information may only be disclosed to and shared with any employees or
its advisors by the Bidder(s), in accordance with Applicable Law(s), 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
liquidation process of the Company, provided that the Bidder 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 Bidder(s) shall ensure that all Confidential Information is kept safe and secured at all
times and is protected from unauthorized access, use, dissemination, copying, any theft or
leakage;
g) the Bidder(s) shall immediately destroy and permanently erase all Confidential
Information upon the completion of sale of the Company as provided under E-Auction
Process Information Document and the Liquidation Process Regulations;
h) a) the Bidder(s) shall take all necessary steps to safeguard the privacy and confidentiality
of the information received 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 Company, all information related
to disputes by or against the Company and other matter pertaining to the Company; and
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b) the Bidder(s) shall be responsible for any breach of obligations under this
confidentiality undertaking (including any breach of confidentiality obligations by any
employee or advisor or agent or director of the Bidder) and shall indemnify the
Liquidator for any loss, damages, expenses and costs incurred by the Liquidator due to
such breach of such obligations by the Bidder(s) 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 Bidder(s) was already in the
public domain without violation of any provisions of Applicable Law(s); or
b) information which, after disclosure to the Bidder(s) becomes publicly available and
accessible without violation of Applicable Law(s) or a breach of this Confidentiality
Undertaking; or
c) information which was, lawfully and without any breach of this Confidentiality
Undertaking, in the possession of the Bidder (s) prior to its disclosure, as evidenced
by the records of the Bidder(s).
4. The Bidder(s) hereby expressly agrees and acknowledges that the Liquidator makes no
representation, warranty or inducement, whether express or implied, as to the accuracy,
completeness, authenticity or adequacy of the information (including but not limited to the
Confidential Information) provided to the Bidder(s) in the E-Auction Process Information
Document. The Bidder(s) further agrees and acknowledges that the Liquidator shall not be
liable to the Bidder(s) for any damage arising in any way out of the use of the Confidential
Information and further that the Bidder(s) shall not have any claim against the Liquidator or
the Company in relation to any information provided.
5. The terms of this Confidentiality Undertaking may be modified or waived only by a separate
instrument in writing signed by the Bidder(s) and the Liquidator that expressly modifies or
waives any such term.
6. Damages may not be an adequate remedy for a breach of this Confidentiality Undertaking and
either party may be entitled to the remedies of injunction, specific performance and other
equitable relief for a threatened or actual breach of this Confidentiality Undertaking.
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7. Nothing in this Confidentiality Undertaking shall have the effect of limiting or restricting the
liability of the Bidder(s) arising as a result of its fraud or willful default as defined under
Applicable Law(s).
8. The undersigned hereby represents and warrants that it has the requisite power and authority to
execute, deliver and perform its obligations under this Confidentiality Undertaking.
9. This Confidentiality Undertaking and any dispute, claim or obligation arising out of or about it
shall be governed by and construed in accordance with Indian laws and the courts and tribunal
of Mumbai shall have exclusive jurisdiction over matters arising out of or relating to this
Confidentiality Undertaking.
10. Capitalised terms not defined under this Confidentiality Undertaking shall have the same
meaning as provided in the E-Auction Process Information Document.
I further declare that I, the undersigned have full knowledge of the contents provided in this
undertaking and have absolute authority to sign this undertaking on behalf of [insert the name of
the Bidder (s)].
Signed on behalf of
(Name of Bidder(s))
ByMr.
Date:
Place:
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ANNEXURE VI
DESCRIPTION OF ASSETS
Property Map:
Note: All statutory liabilities / taxes / demands/ claims/ maintenance fee / electricity / water
charges / municipal fees etc., outstanding as on date or yet to fall due in respect of the relevant
asset should be ascertained by the bidders and would be borne by the successful bidder further
bidders are advised to carry out the actual/physical measurement of property before submission
of bids.
It shall be deemed that the successful bidder has carried out all the due diligence including
physical measurements and verification of title.
The Liquidator accepts no responsibility for the accuracy or otherwise for any statement.
Property Photographs:
Manufacturing Facility at Nashik (Maharashtra):
Property Description/Asset
Property Map
Note: All statutory liabilities / taxes / demands/ claims/ maintenance fee / electricity
/ water charges / municipal fees etc., outstanding as on date or yet to fall due in
respect of the relevant asset should be ascertained by the bidders and would be
borne by the successful bidder further bidders are advised to carry out the
actual/physical measurement of property before submission of bids.
It shall be deemed that the successful bidder has carried out all the due diligence
including physical measurements and verification of title.
The Liquidator accepts no responsibility for the accuracy or otherwise for any
statement.
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Address: - Situated at Plot No.22, EPIP, Phase II, Village Thana, Baddi, Tehsil Nalagarh, Dist. Solan,
Himachal Pradesh 3 173205
Property Description/Area:
Property Map:
Note: All statutory liabilities / taxes / demands/ claims/ maintenance fee / electricity / water
charges / municipal fees etc., outstanding as on date or yet to fall due in respect of the
relevant asset should be ascertained by the bidders and would be borne by the successful
bidder further bidders are advised to carry out the actual/physical measurement of property
before submission of bids.
It shall be deemed that the successful bidder has carried out all the due diligence including
physical measurements and verification of title.
The Liquidator accepts no responsibility for the accuracy or otherwise for any statement
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Property Description/Asset:
Property Map
Note: All statutory liabilities / taxes / demands/ claims/ maintenance fee / electricity / water
charges / municipal fees etc., outstanding as on date or yet to fall due in respect of the
relevant asset should be ascertained by the bidders and would be borne by the successful
bidder further bidders are advised to carry out the actual/physical measurement of property
before submission of bids.
It shall be deemed that the successful bidder has carried out all the due diligence including
physical measurements and verification of title.
The Liquidator accepts no responsibility for the accuracy or otherwise for any statement.
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Property Description/Asset:
All Other Assets of the Corporate Debtor except for Fixed Assets (Land & Building, and Plant
& Machinery) included above, shall form part of Securities and Financial Assets. The details
given below:
1. Intangible Assets/ Brand Value/ Enterprise Value
2. Software
3. Non-Current Investments such as NSC and investment in Shares/ Equity
4. Long Term Loans and Advances including Security Deposits, Advance Tax & TDS,
Income Tax Refund due, Minimum Alternate Tax Credit Entitlement.
5. Inventories
6. Trade Receivables
7. Cash and Bank Balances, excluding Bank balance in liquidation a/c.
8. Short Term Loans and Advances including Advances to Staff, Prepaid Expenses, Other
Assets, Interest Accrued but not due.
Property Map
Note: All statutory liabilities / taxes / demands/ claims/ maintenance fee / electricity / water
charges / municipal fees etc., outstanding as on date or yet to fall due in respect of the
relevant asset should be ascertained by the bidders and would be borne by the successful
bidder further bidders are advised to carry out the actual/physical measurement of property
before submission of bids.
It shall be deemed that the successful bidder has carried out all the due diligence including
physical measurements and verification of title.
The Liquidator accepts no responsibility for the accuracy or otherwise for any statement.
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