Preliminary Information Memorandum

PRELIMINARY INFORMATION MEMORANDUM

IN CONNECTION WITH THE PROPOSED DISINVESTMENT OF

100% EQUITY SHAREHOLDING OF TYRE CORPORATION OF INDIA LTD.,

HELD BY THE GOVERNMENT OF INDIA “SALE”

ISSUED BY:

SBI CAPITAL MARKETS LIMITED, IN ITS CAPACITY AS “ADVISOR” TO THE GOVERNMENT OF

INDIA

JULY, 2012

TYRE CORPORATION OF INDIA LTD.

PRELIMINARY INFORMATION MEMORANDUM - -

A

DISCLAIMER NOTICE

SBI Capital Markets Limited (herein after referred to as ―SBICAP‖ or

―Advisor‖) has been appointed as the advisor by the Department of

Disinvestment, Ministry of Finance, Government of India (herein after

referred to as ―DoD‖) pursuant to the agreement for engagement of advisor

dated April 19, 2012, to assist the DoD in the proposed disinvestment of

Tyre Corporation of India Limited (herein after referred to as "TCIL" or

"the Company"). The President of India, acting through the Department of

Heavy Industry, Ministry of Heavy Industries and Public Enterprises,

Government of India (herein after referred to as "DHI") proposes to sell

100% of its equity shareholding in TCIL through the disinvestment.

The sole purpose of this Preliminary Information Memorandum, (herein

after referred to as "PIM" or "Memorandum"), prepared by SBICAP, is to

assist the recipient in deciding on submitting an Expression of Interest

(herein after referred to as ―EoI‖) for the proposed purchase of 100% stake

in TCIL pursuant to the said proposed outright sale of TCIL by the President

of India, acting through the DHI.

This PIM is without regard to specific objectives, suitability, financial

situations and needs of any particular person and does not constitute any

recommendation, and should not be construed as an offer to sell or the

solicitation of an offer to buy, purchase or subscribe to any securities

mentioned therein, and neither this document nor anything contained herein

shall form the basis of or be relied upon in connection with any contract or

commitment whatsoever.

The information in this Memorandum is based on the information collected

by SBICAP from TCIL and from publicly available materials and has not

been independently verified by SBICAP and is for general information

purpose only. Nothing in these materials is intended by SBICAP or the

Company or the DHI or the DoD to be construed as legal, accounting,

technical or tax advice. While the information herein or any other written or

oral information made available to any recipient or its advisors is believed to

be accurate, no representation or warranty, express or implied is or will be

made that it is accurate, authentic, fair, correct, adequate or complete and

SBICAP or its affiliates, nor any person who controls it or any director,

officer, employee, advisor or agent of it, or affiliate of any such person or

such persons do not accept any responsibility or liability for any such

information or opinions and therefore, any liability or responsibility in

relation to any omission or misstatement in relation to any information

contained in the PIM is expressly disclaimed.

This PIM is divided into chapters & sub-sections only for the purpose of

reading convenience. Any partial reading of this PIM may lead to inferences,

which may be at divergence with the conclusions and opinions based on the

entirety of this PIM. This document may not be all inclusive and may not

contain all of the information that the recipient may require or consider

material. The information contained in the PIM is subject to updating,

expansion, revision and amendment. While SBICAP/TCIL shall endeavour

to furnish further relevant information and/or clarifications, they undertake

no obligation to provide the recipient with access to any additional

information or to update this PIM or to correct any inaccuracies therein,

whether apparent, or not and such further information and/or clarifications

will also be subject to this Disclaimer Notice. The statements in this

Memorandum have been expressed in good faith. Recipients should rely on



B

their own judgement in assessing future business conditions and prospects of

the Company.

Neither SBICAP and its affiliates, nor its directors, employees, agents or

representatives or the Company or the DHI or the DoD shall be liable for

any damages whether direct or indirect, incidental, special or consequential

including lost revenue or lost profits that may arise from or in connection

with the use of this document. This document may contain confidential,

proprietary and/or legally privileged information and it must be kept

confidential by the recipient.

All acts, deeds and things done or caused or intended to be done, by TCIL

and/or SBICAP and/or the recipient hereunder are based on and in reliance

of the recipients‘ acceptance of the terms and conditions of this Disclaimer

Notice, which is hereby acknowledged to be legally binding. The recipient

agrees to abide by and comply with the terms hereof and agree not to assert

anything which is in variance with the terms of this Disclaimer Notice. By

accepting a copy of this PIM, the recipient accepts the terms of this

Disclaimer Notice, which forms an integral part of this PIM. Recipients

hereof is deemed to acknowledge that its/his/her participation in the Sale

process will not create or confer upon the recipients any rights and

expectations and any such rights or expectations are hereby denied.

Each recipient will be required to acknowledge in any agreement relating to

the proposed Sale of TCIL that it has not been induced to enter into such

agreement by any representation or warranty, express or implied, or relied

upon any such representation or warranty save as expressly set out in such

agreement. In all cases, recipients should conduct their own investigation

and analysis of the information contained in the PIM and any other

information provided to or obtained by them.

SBICAP has been appointed by the DoD to assist in the proposed outright

Sale of TCIL and will not regard any other person or entity (whether or not a

recipient of this PIM) as its customer in relation to this

assignment/transaction.

SBICAP will act as the primary point of contact for the interested parties.

Interested Parties should note that all correspondence, enquiries,

clarifications in relation to the proposed sale should be routed and addressed

only through the representative of the Advisor as indicated below. Neither

the DoD, DHI or TCIL shall be responsible in any manner to address such

communication directly to Interested Parties.

All enquiries should be addressed to the following representative of SBICAP

at:

Mr. Suchismit Ghosh

M &A & Corporate Advisory

SBI Capital Markets Limited

202, Maker Tower 'E'

Cuffe Parade, Mumbai 400005

Phone : 91-22-2217 8441 (D)

Boardline : 91-22-2217 8300

Fax : 91-22-2218 8332/6765

Email: [email protected]

Mr. Amit Kumar





Phone : 91-22-2217 8404 (D)

Boardline : 91-22-2217 8300

Fax : 91-22-2218 8332 /6765

Email : [email protected]

mailto:[email protected]




C

This PIM is issued by SBI Capital Markets Limited without any

liability/undertaking/commitment on the part of itself or State Bank of India

or any other entity in the State Bank Group, except where it is explicitly

stated. Further, in case of any commitment on behalf of State Bank of India

or any other entity in the State Bank Group, such commitment is valid only

when separately confirmed by that entity.

ABBREVIATIONS

All acts, rules, regulations, bye-laws, guidelines, notifications, agreements and

documents referred to in this PIM shall be deemed to include all

amendments thereto if any

% Percentage

AAIFR Apellate Authority for Industrial and Financial

Reconstruction BIFR Board for Industrial and Financial Reconstruction,

Ministry of Finance, Government of India

CAGR Compound Annual Growth Rate

DHI Department of Heavy Industry, Ministry of Heavy Industries and Public Enterprises, Government of India

DoD Department of Disinvestment, Ministry of Finance, Government of India

FIPB Foreign Investment Promotion Board, Minstry of Finance, Government of India

FY Financial Year

GoI Government of India

INR/ Rs Indian Rupee

IP Interested Party

MT Metric Tonnes

PAT Profit After Tax

PBDIT/ EBDIT Profit/Earnings before depreciation, interest and tax

PBDITA/ EBDITA Profit/Earnings before depreciation, interest, tax and ammortisation

PBT Profit Before Tax

PIM Preliminary Information Memorandum

QIP Qualified Interested Party

Rs. Indian Rupee

RFP Request for Proposal

RFQ Request for Qualification

SBICAP SBI Capital Markets Limited

SICA Sick Industrial Companies (Special Provisions) Act, 1985

TCIL Tyre Corporation of India Limited

TCIL Disinvestment Act 2007

The Tyre Corporation of India Limited (Disinvestment of Ownership) Act, 2007

USD United States Dollar

EoI Expression of Interest

IMPORTANT DATES

DATE OF PRE – BID CONFERENCE: JULY 27, 2012

LAST DATE OF SUBMISSION OF EOI: AUGUST 13, 2012



D

NOTES

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CONFIDENTIAL INFORMATION MEMORANDUM, STRICTLY PRIVATE AND CONFIDENTIAL

I

INDEX OF CONTENTS 1 Introduction .................................................................................... 2

1.1 TCIL - DISINVESTMENT................................................................ 2 1.2 CONTACT DETAILS ....................................................................... 2

2 The proposed Sale ........................................................................... 4 3 Company overview .......................................................................... 7

3.1 BACKGROUND .............................................................................. 7 3.1.1.1 Objectives of Incorporation ........................................................ 7 3.1.1.2 BIFR Status ................................................................................. 7

3.2 ACTIVITIES.................................................................................... 8 3.3 REGISTERED OFFICE ..................................................................... 8 3.4 PLANT LOCATION ......................................................................... 8

3.4.1 Automotive Tyre manufacturing unit: Full Address .............. 8 3.4.2 Reclaimed Rubber UNIT: Full Address ................................ 8

3.5 BOARD OF DIRECTORS .................................................................. 8 3.6 HUMAN RESOURCES ..................................................................... 9 3.7 QUALITY CONTROL ...................................................................... 9 3.8 MARKETS & MARKETING ARRANGEMENTS ................................. 9 3.9 CAPITAL STRUCTURE ................................................................... 9 3.10 IMMOVABLE ASSET BASE ............................................................. 9

3.10.1 Land....................................................................................... 9 3.10.2 Plant & Machinery .............................................................. 10

3.11 STRENGTHS & OPPORTUNITIES .................................................. 11 4 Financials ....................................................................................... 14 5 Eligibility Criteria for the Interested Parties ................................. 17 6 Instructions For Submission of EoI .............................................. 20 7 Disqualifications ............................................................................ 23

INDEX OF TABLES Table 1 : TCIL - Board of Directors...................................................................................... 9 Table 2: TCIL - Human Resource Strength………………………………………....9 Table 3 : TCIL - Land Details ................................................................................................. 9

Table 4 : TCIL - Manufacturing Facilities .......................................................................... 10 Table 5 : TCIL - Finished Product Destructive Testing facilities .................................. 11 Table 6 : TCIL - Utility Service Facilities ........................................................................... 11 Table 7 : TCIL Financials - Balance Sheet Extract (Rs. Lakh) ....................................... 14 Table 8 : TCIL Financials - P&L Extract (Rs. Lakh) ....................................................... 14 Table 9 : TCIL Financials - Notional Value of Jobbing Work (Rs. Lakh) ................... 15

INDEX OF ANNEXURE Annexure 1: Tyre Corporation of India Limited (Disinvestment of Ownership) Act, 2007 ........................................................................................................................................... 25 Annexure 2: Format for Letter of EoI, in case there is a Sole IP .................................. 26 Annexure 3: Format for Letter of EoI, in case there is a Consortium of IPs ............. 28 Annexure 4: Statement of Legal Capacity for Sole IP ..................................................... 30 Annexure 5: Statement of Legal Capacity for Consortium Members ........................... 31 Annexure 6: Format of Request for Qualification ........................................................... 32 Annexure 7: Office Memorandum No. 6/4/2001-DD-II .............................................. 34 Annexure 8: Confidentiality Undertaking .......................................................................... 36


PRELIMINARY INFORMATION MEMORANDUM PAGE 1





SECTION 1: INTRODUCTION

This Section discusses: a) Brief of Government decision regarding disinvestment in the Company

b) Extent of equity held by the Government

c) Extent of equity to be the disinvested

d) Contact person, the relevant telephone numbers and fax nos. and email addresses



1 INTRODUCTION

1.1 TCIL - Disinvestment

TCIL, a Central Public Sector Enterprise under the Department of Heavy

Industry, Ministry of Heavy Industries and Public Enterprises, Government

of India (herein after referred to as ―DHI‖), was incorporated on February

24, 1984 under the Companies Act, 1956 for the purpose of acquiring and

taking over from the Government of India (herein after referred to as ―GoI‖)

all rights, title and interest of the nationalized units (M/s Incheck Tyre

Limited, Kankinara (West Bengal), and M/s National Rubber Manufacturers

Limited, Tangra (West Bengal), by the Inchek Tyres Limited and National

Rubber Manufacturers Limited (Nationalization) Ordinance, 1984 No. 4 of

1984 and the Inchek Tyres Limited and National Rubber Manufacturers

Limited (Nationalization) Act, 1984 No. 17 of 1984). Assets of these

nationalized units were transfered to and vested on TCIL on March 5, 1984.

Pursuant to the TCIL Disinvestment Act, the President of India acting

through DHI, has decided to disinvest its entire holding of 100% of the

equity share capital of TCIL through an outright sale on an ‗as is where is‘

basis (the ―Sale‖). The Tyre Corporation of India Limited (Disinvestment of

Ownership) Bill, 2007, empowering the GoI to carry out disinvestment in the

equity share capital of TCIL has been passed by both houses of Parliament,

and notified in the official Gazette of India in the form of the TCIL

Disinvestment Act.

The GoI acting through the Department of Disinvestment, Ministry of

Finance, Government of India (the ―DoD‖) has appointed SBI Capital

Markets Limited as its advisor to advise and manage the Sale process of

TCIL.

Broad terms of the proposed Sale are discussed in Section 2.

1.2 Contact Details

All enquiries should be addressed to the following representative of SBICAP

at:

Mr. Suchismit Ghosh

Vice President





Phone : 91-22-2217 8441(D)

Boardline : 91-22-2217 8300

Fax : 91-22-2218 8332 /6765

Email: [email protected]

Interested Parties should note that all correspondence, enquiries,

clarifications in relation to the proposed sale should be routed and addressed

only through the representative of the Advisor as aforesaid. Neither the

DoD, DHI or TCIL shall be responsible in any manner to address such

communication directly to Interested Parties.

Mr. Amit Kumar





Phone : 91-22-2217 8404

Boardline : 91-22-2217 8300

Fax : 91-22-2218 8332 /6765

Email : [email protected]









SECTION 2: PROPOSED SALE

This Section discusses:

a) Proposed Sale



2 THE PROPOSED SALE

2.1 Pursuant to the TCIL Disinvestment Act, the President of India

acting through DHI, has decided to disinvest its entire holding of 100% of

the equity share capital of TCIL through an outright sale on an ‗as is where is‘

basis. The Tyre Corporation of India Limited (Disinvestment of Ownership)

Bill, 2007, empowering the GoI to carry out disinvestment in the equity share

capital of TCIL has been passed by both houses of Parliament, and notified

in the official Gazette of India in the form of the TCIL Disinvestment Act.

2.2 Through an announcement dated July 13, 2012 (―Announcement‖),

the Advisor invited, on behalf of DoD, Expressions of Interest (―EoI’s‖)

from Interested Parties, ―IPs‖ (as more clearly defined under paragraph 5) for

the proposed Sale.

2.3 The Broad terms of Sale are as detailed below:

2.3.1 The Company is proposed to be sold on an ―as is where is‖

basis.

2.3.2 According to TCIL Act 2007 every officer or other

employee of the Company, except Chairman and Directors, serving

in its employment immediately before the disinvestment of the

Company shall continue in office or service after such disinvestment,

on same terms and conditions as would have been admissible to him

if there had been no such disinvestment and shall continue to do so

until the expiry of the period of three (3) years from the date of

disinvestment.

2.3.3 Any existing, past or contingent liability (statutory or

otherwise) of the Company towards the Central Government, as on

or prior to the date of the Sale, or which has arisen for the period

before the date of the Sale and may get crystallized after the date of

Sale, shall be borne by the Seller. Any existing, past or contingent

liability (statutory or otherwise) towards any state government

and/or private agencies/ organizations/ individuals/ third parties in

respect of the Company, as on or prior to the date of the Sale, or

which has arisen for the period before the date of the Sale and may

get crystallized after the date of the Sale, shall be borne by the Buyer.

All liabilities of the Company accruing after the date of the Sale shall

be borne by the Buyer.

2.3.4 There will be no restriction on the background of the buyer,

i.e., the buyer need not necessarily have any prior experience in the

tyre industry.

2.4 Through this PIM, the Advisor is providing the IP‘s with

instructions for submitting their EoI‘s to the Advisor, in order to proceed

with the proposed Sale.

2.5 This PIM contains the following:

Company Overview

Company Financials

Detailed Eligibility Criteria for IPs

Instructions for Submission of EoI

Conditions/ Circumstances which may lead to a Disqualifications of

IPs

Format of EoI for a Sole Interested Party



Format of EoI for a Consortium of Interested Parties

Format of Confidentiality Undertaking

Statement of Legal Capacity

Format of Request for Qualification (―RFQ‖)

2.6 There will be a pre bid conference where questions and queries of

IPs related to this Sale will be clarified and all the clarifications will be

uploaded on the website of the Advisor, DoD, TCIL and DHI. Pre bid

conference will be conducted on July 27, 2012 at 2.30 PM in Committee

Room of DoD, Room No. 515, Block 14, CGO Complex, Lodhi Road, New

Delhi – 110003. An IP may send a maximum of two representatives to be

present in the said pre bid conference.

2.7 Following receipt of PIM, IPs will be required to respond in the

format as detailed in this PIM. Based on an evaluation of the EoI submitted,

IPs if shortlisted, will be provided a Confidential Information Memorandum

(―CIM‖) and the Request for Proposal (―RFP‖). The CIM and RFP will

provide further details of the Company and the proposed Sale.

2.8 Subsequently, a site visit (cost of which will be borne by the IPs)

would be scheduled to facilitate the IPs in their assessment of the Company.

2.9 On completion of site visits, the IPs would be given access to the

data room to review the documents pertaining to the Company to enable

them to conduct a due diligence on the Company. The modalities related to

the visit and due diligence will be communicated to the shortlisted IP in due

course.

2.10 The Sale process for the Company will be carried out via a

competitive bidding process. Details regarding the same will be subsequently

shared with the IPs in the RFP.

2.11 EoI‘s are liable to be rejected in case the DoD/Advisor is not

satisfied with the qualifying criteria of the IPs or for any other reason deemed

fit, without assigning any cause whatsoever.

2.12 DoD/Advisor reserves the right to modify/cancel or call off the

proposed Sale without assigning any reason whatsoever. It also reserves the

right to call for any additional document/information from the IPs, which

may be considered necessary.

2.13 The Company/DHI/DoD/Advisor reserves the right not to

respond to questions raised or provide clarifications sought, in their sole

discretion. Nothing in this document shall be taken or read as compelling or

requiring the DoD/Advisor to respond to any question or to provide any

clarification. No extension of any time and date referred to in this PIM shall

be granted on the basis or grounds that the Company/DHI/DoD/Advisor

has not responded to any question/ provided any clarification.

2.14 In case of any dispute between the parties in respect of interpretation

of the terms of Announcement inviting EoI‘s/ RFQ or anything arising there

from, such dispute or difference shall be referred to the Joint Secretary,

Department of Disinvestment, Ministry of Finance. Joint Secretary shall be

empowered to adjudicate and decide the disputes, if any, between the parties

and his decision shall be final, conclusive and binding on both the parties.

The laws of Union of India shall govern all matters relating to the proposed

Sale. All disputes will be subject to jurisdiction of the Courts at Delhi (with

exclusion of all other Courts).







SECTION 3: TCIL – COMPANY OVERVIEW

This Section discusses:

a) Background

History

BIFR Status

b) Activities

c) Plant Location

d) Board of Directors

e) Human Resources

f) Quality Control

g) Markets and Marketing Arrangements

h) Capital Structure

i) Immovable Asset-Base

j) Strengths & Opportunities



3 COMPANY OVERVIEW

3.1 Background

TCIL was incorporated on February 24, 1984 under the Companies Act,

1956 for the purpose of acquiring and taking over from the GoI all rights,

title and interest of the nationalized units (M/s Incheck Tyre Limited,

Kankinara (West Bengal), and M/s National Rubber Manufacturers Limited,

Tangra (West Bengal). Assets of these nationalized units were transferred to

and vested on TCIL pursuant to vesting notification dated March 5, 1984.

TCIL is a Schedule ―B‖ PSU having authorized capital of Rs. 300.00 crore

and a paid-up capital of Rs. 29.63 crore as on March 31, 2011.

3.1.1 OBJECTIVES OF INCORPORATION

The main objectives of incorporation of TCIL were:

To acquire and to take over from the Government of India all the rights,

title and interest of the Automobile Tyre Factory of Incheck Tyres

Limited, 127, Kattadanga Road, Kankinara, 24-Parganas; Reclaimed

Rubber Factory of National Rubber Manufacturers Limited, situated at

29 & 30, Block D, Kalyani, Nadia and the Rubber Factory of National

Rubber Manufacturers Limited, situated at 54/10, Debendra Chandra

Dey Road, Calcutta-700015 with all assets and ancillaries including the

Brand names in accordance with any declaration/decision/direction of

the Government of India in this behalf.

To assume, acquire all freehold, leasehold, patent rights and tenancy

rights of all land, buildings, sheds and establishments including Head

office, Head Office (Sales) and Branches situated in India or anywhere in

the world of the above undertakings.

To deal in and manufacture and sell rubber hose of all kinds, rubber

sheets and beltings of all descriptions, moulded rubber goods, rubber

rollers and rubber goods of all kinds and reclaimed rubber of all types.

To buy, sell and deal in rubber - raw, manufactured or otherwise.

To construct, produce, prepare, manufacture, press, vulcanise, repair,

retread, purchase, sell, import , export and generally to deal in tyres, semi

– tyres for any type of vehicles for heavy, light and passenger transport,

cars, trucks and bushes, motor cycles, moped, scooter, cycle and

rickshaw, tractors, aeroplane, industrial tyres and solid tyres, inner tubes,

flaps, repair materials, technical articles and other various articles and

appliances made of natural and synthetic rubber, their derivatives and

substitutes, rubber latex, synthetic resins and plastics in general and

furthermore all the products, by- products including textiles, leather,

metals, chemicals in general and all components and accessories relating

to tyres and tubes or industry and commerce in general.

3.1.2 BIFR STATUS

TCIL, on reference to the Board of Industrial and Financial Reconstruction

(the ―BIFR‖), was declared sick on December 18, 1992, pursuant to which a

draft rehabilitation scheme order was sanctioned on February 15, 1996

pursuant to order dated December 13, 1994, which was not consented to by

the Ministry of Heavy Industries and Public Enterprises, Government of

India, and hence could not be implemented. Following subsequent

proceedings, the revival scheme for TCIL was finally sanctioned on March 3,



2010. Thereafter, pursuant to order dated December 21, 2011, the BIFR

discharged TCIL from under its purview in view of the net worth of TCIL

becoming positive, despite being apprised of the fact that TCIL had not

received certain concessions due to it pursuant to the revival scheme. On

account of incomplete implementation of the revival scheme resulting in

reduced net worth, and unimplemented reliefs and concessions, and to

continue protection of TCIL under the Sick Industrial Companies Act, 1985,

as approved by the DHI, TCIL filed an appeal on February 23, 2012 against

the order of the BIFR dated December 21, 2011 before the AAIFR which

has been rejected by AAIFR vide their order dated May 11, 2012. However,

AAIFR order confirmed that the unimplemented provisions of the BIFR

sanctioned scheme are binding on all the parties U/s 18(8) of SICA.

3.2 Activities

TCIL is engaged in the manufacture of automotive tyres, bias technology-

based tyres for buses, trucks, and tractors and rayon-based radial car tyres.

Presently the Company has been undertaking manufacture of tyres for

leading private players like JK Tyre & Industries Limited, CEAT Limited,

Apollo Tyres Limited, on a contract basis work etc.

3.3 Registered Office

The Registered Office of the Company is located at Leslie House, 19

Jawaharlal Nehru Road, Kolkata – 700087, West Bengal. The Company

utilises this property on a monthly rental basis.

3.4 Plant Location

TCIL owns two plants:

a. Automotive Tyre Manufacturing Unit: located at Kankinara, West

Bengal

b. Reclaimed Rubber Unit: located at Kalyani, West Bengal

3.4.1 AUTOMOTIVE TYRE MANUFACTURING UNIT: FULL

ADDRESS

―Tyre Division‖

127, Katadanga Road, Fingapara, Kankinara, 24 Parganas (North)

P.S. Jagatdal, Bhatpara Municipality, West Bengal 743129

3.4.2 RECLAIMED RUBBER UNIT: FULL ADDRESS

Plot No. 29 & 30 in Block-D at Kalyani Industrial Estate

(Kanchrapara Area Development Scheme).

Subdivision-Ranaghat, Thana-Chakdaha,

Sub Registry Office- Ranaghat, Kalyani Notified area,

Dist-Nadia, West Bengal.

Reclaimed Rubber Unit at Kalyani is in close proximity to the automotive

tyre manufacturing unit at Kankinara.

Currently, only the unit at Kankinara is operational; and the reclaimed rubber

unit at Kalyani is non-operational since August, 1992. No maintenance has

been carried out in this unit since its closure.

3.5 Board of Directors

The Board of Directors of TCIL consists of two full-time directors and one

part-time director as representative of GoI. The composition of the Board of

Directors as on May 2012 is shown below in Table 1.



TABLE 1 : TCIL - BOARD OF DIRECTORS

Brig. (retd.) Surinder Kumar Mutreja Chairman-cum-Managing Director

(from August 2, 2010

Shri Pradyut Baran Koner Director (Production) (from March

1, 2010)

Shri Rohit Kumar Parmar Director (from September 13, 2011)

3.6 Human Resources

Table 2 below shows the human resource strength of TCIL as on January 1,

2012.

TABLE 2 : TCIL – HUMAN RESOURCE STRENGTH

As on 01-Jan-2012 Permanent

Employees

Contractual

Employees

Contract

Labor

Outsourced

Executive/Officers 28 18 - -

NUS 6 9 - -

Staff/Sub-Staff 53 4 - -

Workmen 68 - 636 -

Security Personnel - - - 46

Total 155 31 636 46

3.7 Quality Control

The Company is equipped with testing facilities for all incoming raw materials

and in-process materials, for quality control of both raw materials as well as

processed materials.

3.8 Markets & Marketing arrangements

Currently, the Company has one liaison office in Delhi to cater to the

marketing activities. However, the Company has outsourced most of its

marketing activities to external agencies.

3.9 Capital Structure

As at March 31, 2011, the capital structure of the Company is as follows:

Authorized Share Capital – 3,00,00,000 equity shares of Rs. 100 each

amounting to Rs. 300 Cr

Issued, Subscribed and Fully Paid Up Share Capital – 29,63,079 equity shares

of Rs. 100 each amounting to Rs. 29.63 Cr

100% of the equity shareholding of the Company is with the GoI.

3.10 Immovable Asset Base

3.10.1 LAND

TCIL holds 30.77 acres of freehold land at the Kankinara plant, and another

29 acres of leasehold land at the Kalyani Unit, as shown below in Table 3.

TABLE 3 : TCIL - LAND DETAILS

Location of the Land Area of the Land

(a) Free hold land at Kankinara 127, Katadanga Road, Fingapara Kankinara, 24 Parganas (North) P.S. Jagatdal, Bhatpara Municipality

94 Bigha, 17 Katha, 8 Chatak & 26 sq. ft., or 30.77 Acres approximately




Pin-743129

(b) Leasehold Land at Kalyani (999

Years)1 Plot No. 29 & 30 in Block-D at

87 Bigha, 12 Katha, 12 Chatak & 9 sq. ft., or 29 Acres Approximately

1 The Urban Land Ceiling Department, Government of West Bengal had initiated proceedings under the Urban Land (Ceiling and Regulation) Act, 1976 against National Rubber Manufacturers Limited in respect of certain portions of land situated at plot numbers 29 and 30, Block-D of Kalyani Township, which were held on lease by National Rubber Manufacturers Limited, and subsequently transferred to TCIL. Accordingly, the Urban Land Ceiling Department, Government of West Bengal initiated proceedings against TCIL for acquisition and vesting of the excess vacant land in the said premises. TCIL intimated to the Urban Land Ceiling Department, Government of West Bengal, the Principal Secretary, Industrial Reconstruction Department, Government of West Bengal and the concerned bench of the BIFR that the Urban Land Ceiling Department, Government of West Bengal had cancelled allotment of such land. The BIFR in its hearing held on May 21, 2009 sought clarification in this respect, in response to which the Industrial Reconstruction Department, Government of West Bengal informed the BIFR pursuant to letter dated October 30, 2009 that the Urban Land Ceiling Department, Government of West Bengal had revoked the order of cancellation of allotment provided that certain terms and conditions (including further investment in the said land, and the incorporation of a joint venture to revive the operation of the manufacturing unit situated on such land) was fulfilled. The Urban Land Ceiling Department, Govt. of West Bengal, pursuant to its letter dated March 13, 2012 stated that TCIL had not provided any information in respect of the said land and that if they do not receive the requisite documents from TCIL in the following 10 days, necessary steps would be taken to initiate the proceedings under the Urban Land (Ceiling and Regulation) Act, 1976 in respect of such land without making any further reference to TCIL. Subsequently, the Company replied to the letter dated March 13, 2012, on April 3, 2012 reiterating its submissions in respect of the premises in concern, emphasizing the revocation of the cancellation of allotment and lease of the said premises, and also apprising them of the disinvestment/outright sale being undertaken in respect of the Company and the rehabilitation measures being implemented. Subsequent to letter of TCIL dated April 3, 2012 to Urban Land Ceiling Department there is no reply from the Urban Land Ceiling Department, Govt. of West Bengal in this matter.


Kalyani Industrial Estate (Kanchrapara Area Development Scheme). Subdivision-Ranaghat, Thana- Chakdaha, Sub Registry Office- Ranaghat, Kalyani Notified area, Dist-Nadia, West Bengal.

3.10.2 PLANT & MACHINERY

The Company has the entire range of Plant & Machineries required for tyre

manufacturing. An indicative list is given below in Table 4:

TABLE 4 : TCIL - MANUFACTURING FACILITIES

Machines Quantity Made by Capacity Equivalent Tyres per

day

Banbury-40 RPM

1 USSR 270 Lit. 85 MT= 2000 tyres

Banbury-30 RPM

2 USSR 270 Lit.

Dual Tread Extruder

1 Koblco Stewart Bolling

Inc,USA

2.5 to 25 Mtr./min

3600 pcs=3600

tyres

4 Roll Calender

1 Buzuluk, Czechoslovakia

60 mts/min 70000 mts = 5600 tyres

Bias Cutter 2 M/s Devon, India

5100 cut per shift

30600 mts = 2500 tyres




day Pocket Machines

14 M/s Devon, India

200 pcs per M/c shift

8400 pcs = 2800 tyres

Truck Tyres Building M/C

14 SPD2, USSR 46 pcs per M/c shift

1932 Green tyres

Rear Tractor Building M/C

2 SPD2, USSR 30 pcs per M/c shift

60 Green tyres

Car tyre Building M/C--New

4 RB3, India 60 pcs per M/c shift

240 Green tyres

Car tyre Building M/C—Old

4 Devon, India 70 pcs per M/c shift

280 Green tyres

Presses

55 inches 17 ATMC, India 40 per press per day

1360 Giant tyres

17 USSR 40 per press per day

42 inches 4 ATMC, India 70 per press per day

272 car tyres per day

75 inches 2 USSR 17 per press per day

34 car tyres per day

The finished product destructive testing facilities are as under in Table 5:

TABLE 5 : TCIL - FINISHED PRODUCT DESTRUCTIVE TESTING

FACILITIES


Day

Plunger Testing M/c

1 M/s Devon, India

8'' to 20'' ranges of

tyres

As per requirement

Pulley wheel testing M/c

1 Czechoslovakia 13'' to 28'' ranges of

tyres

As per requirement

The utility service facilities are as under in Table 6:

TABLE 6 : TCIL - UTILITY SERVICE FACILITIES

Machines Quantity Made by Capacity Equivalent Tyres per Day

Coal Fired Stoker Boiler

2 Iszes Thomson,

India

20 kg/cm2, 20 MT/Hr

3500 tyres with two boilers

3.11 Strengths & Opportunities

Strengths:

Owns a reclaimed rubber unit at Kalyani which is located close to

tyre manufacturing unit at Kankinara.

Cordial relations with State Transport Units, defense and

government organizations.



Clean balance sheet with no outstanding loan and positive net-worth

as on March 31, 2011

Products well accepted in Malaysia, Singapore, Bangladesh where

TCIL exported its tyres in past.

Opportunities:

Readily available operational plant along with excess land available

for capacity enhancement.

Opportunity to establish oneself in the eastern region.

Inchek was an established brand and had instant brand recall.







SECTION 4: TCIL – FINANCIALS

This Section discusses: a) Summarised Balance Sheet for the last 5 years

b) Summarised P&L for the last 5 years

c) Notional Value of Jobbing Work



4 FINANCIALS

Table 7 and Table 8 below present summary of the audited financials for

FY08 to FY11 and provisional financials for FY12 of TCIL in a summarised

form.

TABLE 7 : TCIL FINANCIALS - BALANCE SHEET EXTRACT (RS. LAKH)

Balance Sheet 2011-12 (P) 2010-11 (A) 2009-10 (A) 2008-09 (A) 2007-08 (A)

ASSETS:

Gross Block (in Use) 11,886.27 11,885.12 11,874.99 11,848.43 11,815.97

Depreciation 10,714.70 10,134.80 9,548.83 8,965.51 8,383.75

Net Fixed Assets (In Use) 1,171.57 1,750.32 2,326.16 2,882.92 3,432.22

Gross Block (Not in Use) 69.87 69.87 69.87 69.87 69.87

Depreciation 49.20 48.91 48.63 48.34 48.06

Net Fixed Assets (Not In Use) 20.67 20.96 21.24 21.53 21.81

Capital Work in Progress 7.26 7.25 7.25 30.38 -

Plant & Machinery Awaiting

Installation 4.23 4.23 3.24 4.85 26.88

Capital goods in Stock 5.59 5.59 5.59 5.79 5.59

Total Current Assets, Loans &

Advances 635.63 662.43 727.14 750.22 1,316.97

Cash & Bank Balance 1,204.13 2,212.70 2,989.57 3,736.71 3,445.10

Investments 0.05 0.05 0.05 0.05 0.05

Total Assets 3,049.13 4,663.53 6,080.24 7,432.45 8,248.62

LIABILITIES:

Total Current Liabilities and

Provisions 2,321.23 1,863.92 1,957.66 1,843.22 3,212.34

Loan Funds* - - 20,286.25 20,286.25 73,848.12

Share Capital 2,963.08 2,963.08 9,344.54 9,344.54 9,344.54

Reserves 2,505.33 2,505.33 2,505.33 2,505.33 2,505.33

Accumulated Losses* (4,699.77) (2,628.04) (27,972.80) (26,506.15) (80,620.97)

Miscellaneous expenses not

written off 40.74 40.74 40.74 40.74 40.74

Net Worth 727.90 2,799.63 (16,163.67) (14,697.02) (68,811.84)

Total Liabilities 3,049.13 4,663.55 6,080.24 7,432.45 8,248.62

Note: P: Provisional, A: Audited

*As per the sanctioned BIFR revival scheme, the authorized share capital of

the Company has been increased to Rs. 30,000 Lakh and outstanding GoI

loan of Rs. 20,286.25 Lakh has been converted into equity. Therefore, Loan

Fund in FY11 has reduced to zero, as shown above in Table 7. After

converting the GoI loan into equity the increased equity of the Company was

Rs. 29,630.79 Lakh.

Rs. 26,667.71 Lakh of equity has been used to adjust Accumulated Loss,

resulting in a reduced share capital of Rs. 2963.08 Lakh and Accumulated loss

of Rs. 2,628.04 Lakh in FY11.

TABLE 8 : TCIL FINANCIALS - P&L EXTRACT (RS. LAKH)

Profit & Loss 2011-12 (P) 2010-11 (A) 2009-10 (A) 2008-09 (A) 2007-08 (A)

Total Income 1,261.64 2,703.92 936.15 2,927.14 4,567.77

Less : Operating Expenses 2,756.76 3,430.32 1,799.02 3,068.52 3,878.76

PBITDA (1,495.12) (726.40) (862.87) (141.38) 689.01

Less : Interest 1.34 11.45 10.33 8.27 5,112.21

Less : Depreciation 575.59 581.59 581.87 578.00 577.90

Profit (Loss) Before Tax (2,072.05) (1,319.44) (1,455.07) (727.65) (5,001.10) Note: P: Provisional, A: Audited

Currently the income booked by TCIL relates mainly to the jobbing work

being carried out by it for other tyre manufacturers.

Table 9 below shows the notional value of jobbing work being carried out by

TCIL. Notional Value of jobbing work would reflect the income booked by

the Company in case it had been sourcing its own raw material and selling the

finished product under its own brand name.



TABLE 9 : TCIL FINANCIALS - NOTIONAL VALUE OF JOBBING WORK

(RS. LAKH)

15,505

22,429

12,837

3,482

18,187

-

5,000

10,000

15,000

20,000

25,000

2006-07 2007-08 2008-09 2009-10 2010-11







SECTION 5: ELIGIBILITY CRITERIA

This Section discusses: a) Eligibility Criteria for Interested Parties



5 ELIGIBILITY CRITERIA FOR THE INTERESTED

PARTIES

5.1 Any individual (resident of India, non-resident Indian or a person of

Indian origin, as defined under Foreign Exchange Management Act, 1999),

trust, co-operative society, private limited company, public limited company,

sole proprietary firm or a partnership firm, all registered in India or a

company registered outside India, which is eligible to invest in India under

the laws of India (subject to such parties obtaining all statutory approvals

from GoI/FIPB/RBI etc. by themselves) (―Interested Parties or IP/s‖).

5.2 In case an IP is desirous to submit an EoI for the Company, it should

have a minimum net worth of Rs.250 Crore.

5.3 Consortium of IPs (―Consortium‖/ ―Consortia‖) may also participate in

the Sale. For a Consortium, the combined net worth of all the members of

the Consortium should meet net worth criteria as mentioned in 5.2 above for

the Company. The lead member of the Consortium should have minimum

net worth of Rs.125 Crore. Further, in the case of Consortium bid, minimum

equity contribution by an individual member to qualify as a member of the

consortium should be at least 20%. Members of one Consortium are not

eligible to be a member of another Consortium. Members of the Consortium

are also not permitted to participate as a sole IP for the proposed Sale.

5.4 IP should not have been convicted by a court of law or indicted/ have

any adverse order passed against them by any other regulatory authority in

any matter involving a grave offence and/ or which casts a doubt on its

ability to participate in the proposed Sale. Further such entities or their sister

concerns should not have any charge sheet filed against them by any agency

of Government of India or any court of law, which involves a matter

concerning security and integrity of India. The mere fact that an appeal

against any such order mentioned above is pending in any court of law or any

regulatory authority will not affect the disqualification.

5.5 EoIs by a Consortium shall not be considered if it leads to reduction in

competition. Decision of the Joint Secretary, Department of Disinvestment,

Ministry of Finance in this regard would be final.

5.6 There should be no change in the Consortium structure after submission

of the EoI right up to the stage of submitting the Financial Bid and also till

the signing of the Sale deed / share purchasing agreement, if the said

Consortium is declared as the successful bidder. If there are any changes in

the Consortium structure the DoD/Advisor reserves the right to restrict

further participation in the proposed Sale by the said Consortium.

5.7 Net worth for the purpose in case of a consortium should be calculated

as (% equity contribution of member 1* net worth of member 1 + % equity

contribution of member 2 * net worth of member 2 +……+ % equity

contribution of member 5 * net worth of member 5).

5.8 Net worth should be calculated on the basis of the latest audited

financial statements of an IP but in no event earlier than March 31, 2011. In

the case, the financial year of any IP is different than April to March every

year; the net worth shall be calculated as on March 31, 2011 or any

subsequent period for which its audited statements are available.

5.9 Where the financial statements are expressed in a currency other than

the Indian Rupee, the eligible amount as described above shall be computed



by taking the equivalent US Dollar at the exchange rates (as stipulated by

Reserve Bank of India) prevailing on the dates(s) of such financial statement.

5.10 GoI/DoD reserves the right to seek any additional indemnities,

warranties, representations or performance obligations from the bidders or

any of their group companies to GoI/DoD`s sole satisfaction.







SECTION 6: INSTRUCTION FOR SUBMISSION OF EOI

This Section discusses: a) Instructions for Submission of EoI



6 INSTRUCTIONS FOR SUBMISSION OF EOI

6.1 The EoI, conforming to the conditions of this PIM shall be submitted

latest by 5.00 PM on August 13, 2012 at the office of SBI Capital Markets

Limited, the address of which is given below either by post, courier or hand

delivery (at the risk and cost of IPs) in a sealed envelope clearly marked

―Private and Confidential – Expression of Interest for Strategic Sale‖

with the identity and address of IPs:

Designated Official:

Suchismit Ghosh

Merger & Acquisition and Corporate Advisory

SBI Capital Markets Ltd.

202 Maker Tower- E

Cuffe Parade

Mumbai 400005, Maharashtra, India

Tel: 91-22-2217 8441 (D), Board Line: 91-22-2217 8300,

Fax: 91-22-2218 8332/6765

Email – [email protected]

Applications received either by fax or email will not be entertained.

6.2 The DoD/Advisor shall bear no responsibility for non-receipt of

EoIs/any other correspondence sent by post/e-mail/courier/fax.

6.3 The IPs/Consortium shall bear all costs associated with the preparation

and submission of the EoI. The DoD/Advisor shall not, under any

circumstances be responsible or liable for any such costs, whether direct,

incidental or consequential.

6.4 The IPs may note that payment towards Non-refundable Deposit

referred in clause 6.5.3 shall be acceptable by way of crossed demand

draft/pay order drawn on scheduled commercial bank approved by the

Reserve Bank of India, in favour of Pay and Accounts Officer, Ministry of

Finance, Department of Disinvestment, payable at New Delhi. Cheques

or any other form of payment will not be acceptable. Demand draft/pay

order issued by banks other than scheduled commercial bank approved by

the Reserve Bank of India will disqualify the EoI. For this purpose, whether

the bank is an approved bank as aforesaid, should be verified by the IPs

themselves, before submitting the EoI, to avoid inconvenience.

6.5 The EoI/s to be submitted shall consist of the following parts:

6.5.1 Letter in the format specified: for a sole Interested Party

(Annexure 2) or for a Consortium, (Annexure 3) on the letterhead of

the Sole Interested Party or on that of the Lead Member of the

Consortium.

6.5.2 Additional documents that need to be submitted as specified

in the above two documents:

6.5.2.1 Statement of Legal Capacity (As per Annexure 4) in

case of Sole IP and statement of legal capacity executed in

favour of the Lead Member of the Consortium by all other

members of the Consortium (as per Annexure 5).

6.5.2.2 In case of a Consortium, a Consortium Agreement

duly executed amongst each of the Consortium members.

The said agreement should clearly state the share of each

Consortium member in the said Consortium and also should




clearly outline the name of the IP, to whom the other

members of the Consortium agree to nominate as the leader

of the Consortium.

6.5.2.3 Request for Qualification (―RFQ‖), a format of

which is provided in Annexure 6.

6.5.3 A non-refundable deposit (―Initial Non-refundable

Deposit‖) of Rs. 1,00,000/- (Rupees One Lakh only) by demand

draft / pay order in favour of Pay and Accounts Officer, Ministry

of Finance, Department of Disinvestment, payable at New

Delhi, shall be payable by the IP at the time of submission of EoI.

EoI‘s submitted without the Initial Non-refundable Deposit shall be

rejected and the concerned IPs/Consortium shall not be eligible to

receive the CIM and the RFP.

6.6 Additionally, an indicative draft copy of the Confidentiality Undertaking

has been provided in Annexure 8. Shortlisted IPs will be asked to sign the

Confidentiality Undertaking before they can be provided with CIM and RFP

documents.

6.7 Enquiry: The GoI reserves the right, in their sole discretion, not to

respond to any questions raised or provide clarifications sought, if considered

inappropriate or prejudicial to do so. Nothing in this section shall be taken or

read as compelling or requiring the GoI to respond to any question or

provide any clarification. No extension of any time and date referred to in

this PIM shall be granted on the basis or grounds that the GoI has not

responded to any question or provided any clarification

6.8 Governing Law / Jurisdiction: The Sale and all matters incidental

thereto shall be governed by the laws of India. All disputes arising out of the

Sale shall be subject to the exclusive jurisdiction of the courts at New Delhi.







SECTION 7: DISQUALIFICATIONS

This Section discusses: a) Conditions leading to Disqualification of an IP



7 DISQUALIFICATIONS

7.1 The DoD/Advisor shall not consider for the purpose of

qualification, any EoI which has been found to be incomplete in content or

attachments or authenticity.

7.2 Without prejudice, an IP may be disqualified and its EoI excluded

from further consideration for any of the reasons including without limitation

those listed below:

7.2..1 Material misrepresentation by an IP/ Consortium (any

Consortium member) in the EoI.

7.2.2 Failure by IP/ Consortium/ any Consortium member to

provide the information required to be provided in the EoI.

7.2.3 Submission of EoI in respect of any IP/ Consortium, where

such IP or member had already submitted an EoI or is a member of

another Consortium, which has already submitted an EoI.

7.2.4 The IPs/consortia of IPs not satisfying the eligibility and

requisite qualification criteria specified in section 5 and hence not

being eligible.

7.2.5 DoD/Advisor is not satisfied with ownership structure of

the bidder.

7.2.6 Failure to comply with the reasonable requests of

DoD/Advisor in relation to the Strategic Sale process.

7.2.7 If it is discovered at any time that a IP is subject matter of

winding up/insolvency or other proceedings of a similar nature

7.2.8 Any information regarding the IP which becomes known to

DoD/Advisor and which is detrimental to Strategic Sale process

and/or the interests of the Company.

7.2.9 Initiation or existence of any legal proceedings, by or against

the IP in respect of the Company, which proceeding may be

prejudiced by the participation of the IP in the selection process or

the Sale, e.g. Inspection by a IP of case files of the Company of

matters filed against that bidder

7.2.10 The IP or if the IP is a Consortium then any member of

such Consortium not being qualified to participate in the process

pursuant to the Government of India office memorandum No.

6/4/2001-DDII dated July 13, 2001 (refer Annexure 7) as amended

from time to time.

7.2.11 Non fulfillment of any other condition as listed in the PIM

7.3 If any information becomes known after the Interested Party has

been qualified to receive the CIM and RFP, which information would have

entitled the DoD/Advisor to reject or disqualify the EoI of relevant

IP/Consortium, the DoD/Advisor reserves the right to reject the

IP/Consortium at the time or at any time after such information becomes

known to the DoD/Advisor. Where such party is a consortium,

DoD/Advisor may disqualify the entire Consortium, even if it applied to only

one member of the Consortium.



7.4 DoD/Advisor determination that one or more of the events

specified in Clauses 7.1, 7.2 and 7.3 has occurred shall be final and

conclusive.



ANNEXURE 1: TYRE CORPORATION OF INDIA LIMITED

(DISINVESTMENT OF OWNERSHIP) ACT, 2007



ANNEXURE 2: FORMAT FOR LETTER OF EOI, IN CASE THERE IS A SOLE

IP

(To be typed on the letterhead of the Interested Party submitting the

EoI)

Reference No. ___________ Date ___________ To,

Mr. Suchismit Ghosh Vice President Mergers & Acquisitions and Corporate Advisory SBI Capital Markets Ltd. 202, Maker Tower ‗E‘ Cuffe Parade Mumbai 400 005

Sub: GLOBAL INVITATION OF EXPRESSION OF INTEREST FOR DISINVESTMENT OF 100% STAKE IN TYRE

CORPORATION OF INDIA LIMITED (“TCIL”)

Sir,

This is with reference to the Announcement dated July 13, 2012 inviting

Expression of Interest for Sale of 100% shares of TCIL.

As specified in the Announcement, we have read and understood the

contents of the Preliminary Information Memorandum (―PIM‖) and are

desirous of participating in the above disinvestment process, and for this

purpose:

We propose to submit our EOI in individual capacity as

__________________ (insert name of interested party)

We understand that 100 % equity stake of TCIL is proposed to be divested

and we are interested in bidding for the same.

We believe that we satisfy the eligibility criteria set out in relevant sections of

the PIM including the guidelines for qualification of bidders seeking to

acquire stakes in Public Sector Enterprises through the process of

disinvestment issued by the Government of India vide Department of

Disinvestment OM No.6/4/2001-DD-II dated 13th July, 2001 (refer

Annexure 7) and subsequent amendments/clarifications thereto.

We certify that in regard to matters other than security and integrity of the

country, we have not been convicted by a Court of law or indicted or adverse

orders passed by a regulatory authority which would cast a doubt on our

ability to manage the public sector unit when it is disinvested or which relates

to a grave offence that outrages the moral sense of the community.

We further certify that in regard to matters relating to security and integrity of

the country, we have not been charge-sheeted by any agency of the

Government or convicted by a Court of Law for any offence committed by

us or by any of our sister concerns.

We further certify that no investigation by a regulatory authority is pending

either against us or against our sister concerns or against our CEO or any of

our Directors/Managers/ employees.

We undertake that in case due to any change in facts or circumstances during

the pendency of the disinvestment process, we are attracted by the provisions

of disqualification in terms of the subject guidelines; we would intimate the

DoD/Advisor of the same immediately.



The Statement of Legal Capacity and Request for Qualification as per

formats given in Annexure 4 and Annexure 6 respectively of PIM, duly

signed by us are enclosed.

We shall be glad to receive further communication on the subject.

Yours faithfully,

Authorised Signatory

For and on behalf of the party

Enclosure:

1. Statement of Legal Capacity

2. Request for Qualification



ANNEXURE 3: FORMAT FOR LETTER OF EOI, IN CASE THERE IS A

CONSORTIUM OF IPS

(To be typed on the letterhead of the Lead Member of the Consortium

submitting the EoI)

Reference No. ___________ Date ___________ To,

Mr. Suchismit Ghosh Vice President Mergers & Acquisitions and Corporate Advisory SBI Capital Markets Ltd. 202, Maker Tower ‗E‘ Cuffe Parade Mumbai 400 005

Sub: GLOBAL INVITATION OF EXPRESSION OF INTEREST

FOR DISINVESTMENT OF 100% STAKE IN TYRE CORPORATION OF

INDIA LIMITED (“TCIL”)

Sir,



As specified in the Announcement, we have read and understood the

contents of the Preliminary Information Memorandum (―PIM‖) and are

desirous of participating in the above disinvestment process, and for this

purpose:

We have formed/propose to form a consortium comprising of

____members as follows:

1. ______________(Insert name)/% of Shareholding in the

Consortium


Consortium


Consortium

We understand that 100% equity stake of TCIL is proposed to be divested

and we are interested in bidding for the same.

We believe that our consortium/proposed consortium satisfies the eligibility

criteria set out in relevant sections of the PIM including the guidelines for

qualification of bidders seeking to acquire stakes in Public Sector Enterprises

through the process of disinvestment issued by the Government of India

vide Department of Disinvestment OM No.6/4/2001-DD-II dated July 13,

2001 (refer Annexure 7) and subsequent amendments/clarifications thereto.

We certify that in regard to matters other than security and integrity of the

country, we have not been convicted by a Court of law or indicted or adverse

orders passed by a regulatory authority which would cast a doubt on our

ability to manage the public sector unit when it is disinvested or which relates

to a grave offence that outrages the moral sense of the community.

We further certify that in regard to matters relating to security and integrity of

the country, we have not been charge-sheeted by any agency of the

Government or convicted by a Court of Law for any offence committed by

us or by any of our sister concerns.



We further certify that no investigation by a regulatory authority is pending

either against us or against our sister concerns or against our CEO or any of

our Directors/Managers/ employees.

We undertake that in case due to any change in facts or circumstances during

the pendency of the process of participation in the proposed Sale, we are

attracted by the provisions of disqualification in terms of the PIM, we would

intimate the DoD/Advisor of the same immediately.

The Statement of Legal capacity and Request for Qualification as per formats

given in Annexure 5 and Annexure 6 respectively of PIM, duly signed by

representative members who jointly satisfy the eligibility criteria, are enclosed.

Certified true copy of the Consortium Agreement between the consortium

members is also enclosed.

We shall be glad to receive further communication on the subject.

Yours faithfully,


For and on behalf of the Consortium

Enclosure:

1. Statement of Legal Capacity

2. Request for Qualification

3. Certified true copy of the Consortium Agreement between the

Consortium members.



ANNEXURE 4: STATEMENT OF LEGAL CAPACITY FOR SOLE IP

(To be forwarded on the letterhead of the interested party submitting the

EOI)

Reference No. ___________ Date ___________ Mr. Suchismit Ghosh Vice President Mergers & Acquisitions and Corporate Advisory SBI Capital Markets Ltd. 202, Maker Tower ‗E‘ Cuffe Parade Mumbai 400 005


CORPORATION OF INDIA LIMITED (―TCIL”) Sir,



We have read and understood the contents of the PIM and the

Announcement and pursuant to this hereby confirm that:

We satisfy the eligibility criteria laid out in the PIM and the Announcement.

We have agreed that _____________ (insert individual‘s name) will act as

our representative on our behalf and has been duly authorized to submit the

EoI. Further, the authorized signatory is vested with requisite powers to

furnish such letter and Request for Qualification and authenticate the same.

Yours faithfully,


For and on behalf of the interested party



ANNEXURE 5: STATEMENT OF LEGAL CAPACITY FOR CONSORTIUM

MEMBERS

(To be forwarded on the letterhead of each member of the consortium

submitting the EOI)

Reference No. ___________ Date ___________ Mr. Suchismit Ghosh Vice President Mergers & Acquisitions and Corporate Advisory SBI Capital Markets Ltd. 202, Maker Tower ‗E‘ Cuffe Parade Mumbai 400 005


CORPORATION OF INDIA LIMITED (―TCIL”) Sir,



We have read and understood the contents of the PIM and the

Announcement and pursuant to this hereby confirm that:

We satisfy the eligibility criteria laid out in the PIM and the Announcement.

We are a member of the consortium (constitution of which has been

described in the Expression of Interest), which jointly satisfies the eligibility

criteria as detailed in the PIM.

We have agreed that ________ (insert member‘s name) will act as the lead

member of our consortium.

We have agreed that _____________ (insert the name of the individual)

chosen as representative of our consortium and on our behalf and has been

duly authorized to submit the EoI. Further, the authorized signatory is

vested with requisite powers to furnish such letter and Request for

Qualification and authenticate the same.

Yours faithfully,


For and on behalf of member



ANNEXURE 6: FORMAT OF REQUEST FOR QUALIFICATION

(To be submitted in respect of interested party/each member of the

consortium)

Name of the interested Party(ies)/Member(s)_____________________

1. Constitution (Tick, wherever applicable)

i. Public Limited Company

ii. Private Limited Company

iii. Others, if any (Please specify)

If the interested party is a foreign company/ OCB, specify list of statutory

approvals from GoI/ RBI/ FIPB applied for/ obtained/ awaited

2. Sector (Tick, wherever applicable)

i. Public Sector

ii. Joint Sector

iii. Others, If any (Please specify)

3. Memorandum and Articles of Association/Document of

Constitution, i.e., Partnership Deed, Trust Deed, etc., as may be

applicable.

4. A certificate duly signed by our Company Secretary/ any other

officer in charge of legal affairs, stating that we are eligible to participate

in the proposed Sale in terms of Clause ______ of our Memorandum

and Articles of Association/_____________ name of Document of

Constitution, viz., Partnership Deed, Trust Deed, etc. as may be

applicable. (specific reference to the said provision may be drawn).

5. Details of Shareholding

6. Audited Financial Statements/Annual Reports for the previous

three financial years.

(Notes: (i) In addition to the Audited Financial Statements, IPs

who are natural persons, i.e., individuals, shall also provide proof of

identity (copy of passport/ PAN card/Driving License), income tax and

wealth tax filings and assessment orders for the last three years, a letter

from a bank establishing his identity, details of bank account statements

for the last three years for the account maintained with them and

duration of banking relationship and a certificate from a chartered

accountant stating his/her networth as defined in the Eligibility criteria.

(ii) For IPs incorporated during the last 2 years which, subject to

compliance with all applicable laws, do not have audited financial

statements as on 31st March, 2011, Balance Sheet and Profit & Loss

Account for 31st March, 2011 (if audit has been completed) or

provisional Balance Sheet and Profit & Loss Account of the IP for 31st

March, 2011 as certified by its Board of Directors/ any other governing

body should be submitted.)

7. Role/ Interest of each Member in the Consortium (if applicable)

8. Nature of business/products dealt with.

9. A profile containing information on Company/Group‘s area of

operations



10. Date & Place of incorporation

11. Date of commencement of business

12. Full address including phone No./fax No. i. Registered Office

ii. Head Office

13. Address for correspondence

14. Salient features of financial performance for the last three years

15. Basis of eligibility for participation in the process (Please mention details

of your eligibility) as under:

a. Please attach most recent Audited Statement of Accounts/Annual

Report.

b. Additionally, please provide a chartered account/auditor certificate

certifying the Net Worth as defined in the Eligibility criteria.

16. Please provide details of all contingent liabilities that, if materialised, that

have or would reasonably be expected to have a material adverse affect

on the business, operations (or results of operations), assets, liabilities

and/or financial condition of the Company, or other similar business

combination or sale.

17. Contact Person(s):

i. Name:

ii. Designation:

iii. Phone No.:

iv. Mobile No.:

v. Fax No.:

vi. Email:

Yours faithfully,


For and on behalf of the

(party/member)


For and on behalf of the consortium

Place :

Date :

Note: Please follow the order adopted in the Format provided. If the interested party is

unable to respond to a particular question/ request, the relevant number must be

nonetheless be set out with the words “No response given” against it.



ANNEXURE 7: OFFICE MEMORANDUM NO. 6/4/2001-DD-II

No. 6/4/2001-DD-II Government of India

Ministry of Disinvestment Block 14, CGO Complex

New Delhi. Dated 13th July, 2001.

OFFICE MEMORANDUM

Sub: Guidelines for qualification of Bidders seeking to acquire

stakes in Public Sector Enterprises through the process of disinvestment

Government has examined the issue of framing comprehensive and

transparent guidelines defining the criteria for bidders interested in PSE-

disinvestment so that the parties selected through competitive bidding could

inspire public confidence. Earlier, criteria like net worth, experience etc. used

to be prescribed. Based on experience and in consultation with concerned

departments, Government has decided to prescribe the following additional

criteria for the qualification / disqualification of the parties seeking to acquire

stakes in public sector enterprises through disinvestment:

(a) In regard to matters other than the security and integrity of the

country, any conviction by a Court of Law or indictment / adverse order

by a regulatory authority that casts a doubt on the ability of the bidder to

manage the public sector unit when it is disinvested, or which relates to a

grave offence would constitute disqualification. Grave offence is defined

to be of such a nature that it outrages the moral sense of the

community. The decision in regard to the nature of the offence would

be taken on case-to-case basis after considering the facts of the case and

relevant legal principles, by the Government.

(b) In regard to matters relating to the security and integrity of the

country, any charge-sheet by an agency of the Government / conviction

by a Court of Law for an offence committed by the bidding party or by

any sister concern of the bidding party would result in

disqualification. The decision in regard to the relationship between the

sister concerns would be taken based on the relevant facts and after

examining whether the two concerns are substantially controlled by the

same person/persons.

(c) In both (a) and (b), disqualification shall continue for a period that

Government deems appropriate.

(d) Any entity, which is disqualified from participating in the

disinvestment process, would not be allowed to remain associated with it

or get associated merely because it has preferred an appeal against the

order based on which it has been disqualified. The mere pendency of

appeal will have no effect on the disqualification.

(e) The disqualification criteria would come into effect immediately and

would apply to all bidders for various disinvestment transactions, which

have not been completed as yet.

(f) Before disqualifying a concern, a Show Cause Notice why it should not

be disqualified would be issued to it and it would be given an opportunity

to explain its position.



(g) Henceforth, these criteria will be prescribed in the Announcements

seeking Expression of Interest (EOI) from the interested parties. The

interested parties would be required to provide the information on the

above criteria, along with their Expressions of Interest (EOI). The

bidders shall be required to provide with their EOI an undertaking to the

effect that no investigation by a regulatory authority is pending against

them. In case any investigation is pending against the concern or its

sister concern or against its CEO or any of its

Directors/Managers/employees, full details of such investigation

including the name of the investigating agency, the charge/offence for

which the investigation has been launched, name and designation of

persons against whom the investigation has been launched and other

relevant information should be disclosed, to the satisfaction of the

Government. For other criteria also, a similar undertaking shall be

obtained along with EoI.

-sd/-

(A.K. Tewari)

Under Secretary to the Government of India.



ANNEXURE 8: CONFIDENTIALITY UNDERTAKING

[ON RS.100 STAMP PAPER]

CONFIDENTIALITY UNDERTAKING

This CONFIDENTIALITY UNDERTAKING ("Undertaking") is made

on this ………. day of …………., 2012.

BY

(……………………………………………………………………………

……) insert name of the Interested Party), a company incorporated under

the laws of ________________________(insert name of the country), with

its registered office

at__________________________________________________________

____________________________________________________________

________________________________________________, (Insert

address) (the "IP ") which expression shall unless repugnant or contrary to

the context or meaning thereof include its successors and assigns;

IN FAVOUR OF:

Tyre Corporation of India Limited, a company incorporated under the

Companies Act, 1956, as amended, having its office at Leslie House, 19,

Jawaharlal Nehru Road, Kolkata 700087 (the "Company‖ or ―TCIL‖),

which expression shall unless repugnant or contrary to the context or

meaning thereof include its successors and assigns;

Department of Disinvestment, Ministry of Finance, Government of India

having its office at Block No. 11, C.G.O Complex, Lodhi Road, New Delhi

110003 (the ―DoD‖) and

SBI Capital Markets Limited, a company incorporated under the Companies

Act, 1956, as amended, with its registered and corporate office at 202, Maker

Tower ‗E‘, Cuffe Parade, Mumbai 400 005 (the "Advisor").

WHEREAS:

1 The Advisor, on behalf of DoD/Company, issued an Announcement

for Invitation of Global Expression of Interest(s) for outright sale of

TCIL on July 13, 2012 and issued a Preliminary Information

Memorandum (―PIM‖) containing formalities and procedure for

submission of an Expression of Interest (―EoI‖).

2 The IP has, in compliance with the terms of the PIM, agreed to submit

this Undertaking in the format specified by the Advisor;

3 In the context of the IP‘s interest in the proposed Sale, the Disclosing

Party (as defined below) may disclose Confidential Information to the

Receiving Party (as defined below) to enable the IP to evaluate the

proposed Sale.

NOW, THEREFORE, in consideration for receiving the Confidential

Information, the IP hereby executes this Undertaking and undertakes,

represents, warrants, covenants and agrees to the terms and conditions

contained herein:



1. In this Undertaking, (including the recitals), the following shall mean:

1.1 "Confidential Information" means and includes but not limited

to any and all information, documents and materials whether written,

oral or otherwise, concerning the business, operations, prospects,

finances, or other affairs of the Company, its affiliates or associates

(which includes, without limitation, documents delivered in

connection with a due diligence investigation, information relating to

the Company, agreements with business partners, market and

company-specific data, know-how, graphs, drawing, customer lists,

current and anticipated customer requirements, price lists and other

end-user pricing related information, settlement rates, market studies,

systems, structures, historical financial statements, business plans,

financial projections and budgets, historical and projected sales,

capital spending budgets and plans, the names and backgrounds of

personnel, any information memorandum, request for proposal,

drafts of agreement of sale, or other materials prepared in

connection with the proposed Sale, howsoever documented, that has

been or may hereafter be provided or shown to the Receiving Party

by the Disclosing Party or is otherwise obtained from review of the

Disclosing Party‘s documents or property or discussions with the

Disclosing Party by the Receiving Party irrespective of the form of

the communication, and also includes all notes, analyses,

compilations, studies, summaries, and other material prepared by the

Receiving Party containing or based, in whole or in part, on any

information included in the foregoing.

Notwithstanding the foregoing, the following information will not constitute

"Confidential Information" for purposes of this Undertaking:

o Information which the Receiving Party can prove was already in

the possession of the Receiving Party and was available to the

Receiving Party on a non-confidential basis prior to its disclosure

to the Receiving Party by the Disclosing Party;

o Information which is obtained by the Receiving Party from a third

Person who, in so far as is known to the Receiving Party, is not

prohibited from disclosing the information to the Receiving party

under a contractual, legal or fiduciary obligation to the Disclosing

Party; and

o Information which is or becomes generally available to the public

otherwise than as a result of a breach of this Undertaking by the

Receiving Party.

The decision of the Company/ DoD on whether any information qualifies

within the exceptions as stated above shall be final, conclusive and binding.

1.2 ―CIM‖ means a Confidential Information Memorandum containing the

elaborate details of the Company and other information relevant to the

proposed Sale.

1.3 ―Consortium‖ mean a body comprising Persons who have come

together and agreed or formed an understanding (in writing) to act in concert

for the proposed Sale.

1.4 "Disclosing Party" means the Advisor, the Company, the DoD and/or

their respective Representatives.



1.5 ―Interested Party‖ or ―IP‖ means the parties either individually or as a

Consortium, as the case may be, who are interested in the proposed Sale.

1.6 ―Governmental Authority" means any governmental or regulatory

authority, government, ministry or department in India or other rule or

regulation making entity having jurisdiction or acting on behalf of the

Republic of India or any political subdivision thereof.

1.7 ―Lead Member‖ means such member, who satisfies the eligibility criteria

listed in the PIM document dated July, 2012 and in whose favour a Power of

Attorney by other members of the Consortium giving authority for

representing the Consortium in all the matters concerning the proposed Sale

has been executed.

1.8 "Person" means any individual, company, firm, association, trust, or any

other organization or entity (including the Government and any

governmental or political subdivision).

―proposed Sale‖ means outright sale of TCIL.

"Receiving Party" means the IP and/or their respective Representatives.

1.11 "PIM" means the Preliminary Information Memorandum document

issued by the Advisor on behalf of the DoD and Company.

1.12 "Representative(s)" includes the directors, officers, employees, agents,

consultants, advisors, or other representatives, including legal counsel,

accountants and financial advisors and also includes the Representatives of

the Representatives of any Person.

For the purpose of this Undertaking it is clearly understood that IP shall be

deemed to include its Representatives, and/or any Person acting on its

behalf. It is also understood that the constitution of the IP may be in the

form of a Consortium, in which case, the members of the said Consortium

will also be considered as the IP.

The Receiving Party will use the Confidential Information only to evaluate

the proposed Sale and the Receiving Party will not directly or indirectly use

the Confidential Information for any other purpose or in any way detrimental

to the Disclosing Party.

In consideration of the Disclosing Party providing the Receiving Party with

Confidential Information, by the IP's execution of this Undertaking, the IP,

for itself and on behalf of any other Receiving Party, agrees that all of the

Confidential Information shall be held and treated by the Receiving Party in

strict confidence. The IP agrees -

4.1 to disclose Confidential Information only to its Representatives who

need to know the Confidential Information for the purposes of an evaluation

of the proposed Sale and each such Representative will be informed and

advised in writing by the IP of the confidential nature of such information

and the contents of and the obligations under this Undertaking.

4.2 to satisfy itself that each such Representative will hold and treat the

Confidential Information in confidence and act in accordance therewith. The

IP agrees that the Confidential Information shall not, without the Company‘s

prior written consent, be disclosed by the IP and/or its Representative, in any

manner whatsoever, in whole or in part, to any third Person, and shall not be



used by the IP or each Representative other than in connection with an

evaluation of the proposed Sale.

4.3 that the Company, DoD and/ or the Advisor shall have the right to

deny the Confidential Information Memorandum (CIM) and Request for

Proposal (RFP) to the IP and preclude the IP from participating in the

process for the proposed Sale in the event the IP commits or attempts to

commit any breach of the terms and conditions of this Undertaking or the

PIM.

The IP hereby indemnifies and agrees to keep indemnified and hold the

Advisor, DoD and the Company harmless from any breach or attempted

breach of this Undertaking.

Except as expressly permitted by a definitive agreement, if any, entered into

by the IP, the Consortium Members and/or any company formed and

promoted by them for the proposed Sale, the Receiving Party will not directly

or indirectly disclose to any Person (including another prospective purchaser

who has been provided Confidential Information) the fact that the

Confidential Information has been made available to the Receiving Party or

that the Receiving Party has inspected any portion of the Confidential

Information. Except with the prior written consent of the Company, and

except as expressly permitted by a definitive agreement, if any, the Receiving

Party will not directly or indirectly disclose to any Person the fact that any

discussions or negotiations are taking place concerning the proposed Sale,

including the status and content of such discussions or negotiations.

On acquiring the Confidential Information on the terms stated in this

Undertaking or otherwise, the Receiving Party shall comply with all

applicable law, and the IP hereby jointly and severally indemnifies and agrees

to hold the DoD, Advisor and the Company indemnified and harmless

(without prejudice to Clause 14 set forth below) against all and any

consequences arising from any violation by the Receiving Party of such

applicable laws.

If the Receiving Party is requested or becomes legally compelled (by oral

questions, summons, interrogatories, requests for information or documents,

subpoena, civil or criminal investigative demand, or similar process) or is

required by a Government Authority and/or regulatory body or stock

exchange (including any self regulated organisation) to make any disclosure

that is prohibited under this Undertaking or any similar undertaking or

agreement, the Receiving Party will provide the Advisor and the Company

with prompt written notice of such request, and such notice shall be

accompanied by a written opinion of the IP‘s legal counsel that the Receiving

Party is legally compelled, or compelled by a regulatory body or is otherwise

legally required to make such disclosure, the extent of such disclosure that the

Receiving Party is legally compelled to make, and the time period within

which the Receiving Party is required to make such disclosure, or else stand

liable for contempt or suffer other censure or penalty, so that the DoD,

Advisor or the Company may seek an appropriate injunction, protective

order or other appropriate remedy. Subject to the foregoing, if no appropriate

injunction, protective order or other appropriate remedy is forthcoming,

within the time period within which the Receiving Party is required to make

such disclosure, the Receiving Party may furnish that portion (and only that

portion) of the Confidential Information that, in the written opinion of the

IP's legal counsel, the Receiving Party is legally compelled, or compelled by a

regulatory body or is otherwise legally required to disclose, or else stand liable

for contempt or suffer other censure or penalty; provided, however, that the



Receiving Party must use best efforts to obtain reliable assurance that

confidential treatment will be accorded to any Confidential Information so

disclosed.

The confidentiality obligations contained in this Undertaking may be

amended, modified or superseded upon by the IP and/or any company

formed and promoted by them by executing a definitive agreement for the

proposed Sale, but shall be without prejudice to any of the DoD‘s, Advisor‘s

or the Company's rights in respect of any breach of this Undertaking which

may have occurred prior to such amendment, modification or supersession.

In case the IP decides not to proceed with the proposed Sale or if the DoD,

Advisor or the Company does not wish the IP to participate or proceed in

the process for the proposed Sale any further, the obligations of the IP under

this Undertaking shall not expire until such part of the Confidential

Information or whole of it becomes lawfully available in the public domain.

Upon the successful IP executing definitive agreements for the proposed Sale

the obligations of IP in this Undertaking shall expire except to the extent

contained in such definitive agreements.

The Company/DoD may elect at any time to terminate further access by the

Receiving Party to any Confidential Information in connection with its

evaluation of the proposed Sale. After any such termination by the

Company/ DoD or after the decision to not proceed with the proposed Sale,

the IP-

11.1 will promptly deliver to the concerned Disclosing Party, all

Confidential Information including all documents or other materials

furnished by such Disclosing Party to the Receiving Party, together with all

copies, notes and summaries thereof in the possession or under the control

of the Receiving Party, and

11.2 will destroy materials generated by the Receiving Party that include or

refer to any part of the Confidential Information, without retaining a copy of

any such material; or

11.3 alternatively, if the Advisor or the Company request or give prior

written consent to the IP's request, the IP will destroy or cause to be

destroyed all Confidential Information in the possession or under the control

of the Receiving Party. Any such destruction pursuant to the foregoing must

be confirmed by the IP in writing to each of the DoD, Advisor and the

Company (such confirmation must include a list of the destroyed materials).

The IP acknowledges that the return of the Confidential Information and the

return or destruction of the Confidential Information shall not release the

Receiving Party from its obligations under this Undertaking.

The Representatives shall also be required to deliver up to Disclosing Party or

destroy or expunge copies of any analysis, compilations, studies or meeting

notes or any other documents that are subject to client-attorney/advisors

privilege governing such Representatives. In case of any such analysis,

compilations, studies or meeting notes or any other documents that are

required to be preserved for corporate governance purposes; then such

retained information/material will be kept confidential subject to the terms

hereof.

Notwithstanding anything in this Clause, in the event that the Receiving Party

is required to maintain any records or copies by any law or regulation of the

jurisdiction to which such Receiving Party is subject to, such Receiving Party



may retain copies of the Disclosed Information and the Receiving Party may

retain any analysis, compilations, studies or meeting notes or any other

documents, that include or refer to any part of the Confidential Information,

if the same are required to be preserved for corporate governance purposes,

provided however, that in such event, the Receiving Party shall continue to

be bound by the terms of this Undertaking.

The Receiving Party shall not deal (except in the ordinary course of its

business) with any officer, director or employee of the Company regarding

the business, operations, prospects or finances of the Company, without the

Advisor‘s prior written consent, unless otherwise agreed to in an executed

agreement entered into in connection with the proposed Sale by the IP and

the Consortium Members. It is understood that the Advisor will arrange for

appropriate contacts for due diligence purposes in connection with the Sale.

Unless otherwise agreed to by the Advisor in writing (i) all communications

regarding the proposed Sale, (ii) any requests for additional information, (iii)

any requests for management meetings, and (iv) any queries regarding the

proposed Sale, will be directed exclusively to the Advisor. However, if the

Receiving Party is called upon by the Company for any discussions, the

Receiving Party will do so or meet by the Company only after duly informing

the Advisor in writing.

The IP agrees that the Company/DoD reserves the right, in its sole

discretion to modify the process of the proposed Sale in any part, or to vary

any terms at any time without prior notice to the IP, to reject any and all

proposals made by the Receiving Party with regard to the proposed Sale and

to terminate discussions and negotiations with the Receiving Party at any

time. Without limiting the preceding sentence, nothing in this Undertaking

(i) requires either the IP to enter into the proposed Sale or to negotiate such

proposed Sale for any specified period of time or (ii) requires the DoD,

Advisor or the Company to enter into an agreement or an understanding, or

prohibits the DoD, Advisor or the Company from entering into any

agreement or understanding, for proceeding with the proposed Sale with any

other Person.

The IP understands, acknowledges and agrees that the Disclosing Party retain

the right to determine, in their sole discretion, the information, properties

and personnel of the Company or the Advisor that they wish to make

available to the Receiving Party and the Disclosing Party does not make any

representations or warranties, express or implied, as to the accuracy or

completeness of the Confidential Information and shall have no liability to

the Receiving Party resulting from the IP's use of the Confidential

Information. The IP also agrees that if it determines to proceed with the

proposed Sale, its determination will be based solely on its own investigation,

analysis, and assessment of its investment, or the terms of a definitive

agreement, if any. Moreover, where such a definitive agreement is proposed

to be entered into, unless and until such an agreement is entered into, the

Company will not be under any legal obligation of any kind with respect to

the proposed Sale except for the matters specifically agreed to in this

Undertaking or in another written and duly executed agreement.

The IP hereby indemnifies and agrees to hold the Disclosing Party

indemnified and harmless from all and any damages, losses, costs, or

liabilities (including legal fees and the cost of enforcing this indemnity) arising

out of or resulting from any unauthorized use or disclosure by any Receiving

Party of the Confidential Information or other violation of this Undertaking

(notwithstanding that such a Receiving Party may not be party to this

Undertaking) or of any similar undertaking or agreement. In addition,



because an award of money damages (whether pursuant to the foregoing

sentence or otherwise) would be inadequate for any breach of this

Undertaking or any similar undertaking or agreement by the Receiving Party

and any such breach would cause the Disclosing Party irreparable harm, the

IP also agrees that, in the event of any breach or threatened breach of this

Undertaking or such similar undertaking or agreement, the Advisor or the

Company will also be entitled, without the requirement of posting a bond or

other security, to equitable relief, including injunctive relief and specific

performance. Such remedies will not be the exclusive remedies for any

breach of this Undertaking but will be in addition to all other remedies

available at law or equity to the Advisor and/or the Company.

The IP understands, acknowledges, confirms and agrees that each of the

DoD, Company and the Advisor are beneficiaries under this Undertaking.

The IP further agrees and confirms that each of the DoD, Company and the

Advisor, will be entitled to and may enforce, either individually or jointly, the

obligations imposed on the Receiving Party under this Undertaking.

The IP understands, acknowledges, confirms and agrees that in case the IP

commits a breach of any term or condition of this Undertaking or any such

Agreement, the DoD, the Company and/ or the Advisor reserves the right to

deny such IP an access to Request for Proposal (RFP) or to reject the RFP

such IP may submit or preclude such IP from participating in the process for

the proposed Sale.

The terms of this Undertaking may be varied only with the DoD‘s,

Company‘s and the Advisor‘s prior written agreement. This Undertaking

shall be effective as of the date first above given on the first page of this

Undertaking.

This Undertaking shall be governed by and construed in accordance with the

substantive laws of India without giving effect to its conflict of law principles.

All notices required or permitted to be given hereunder shall be in writing

and shall be valid and sufficient if dispatched by registered airmail, postage

prepaid, or by telex, cable, facsimiles or e-mail as follows.

If the notice is to the Advisor, to:

Designated Official

M & A & Corporate Advisory


202, Maker Tower ‗E‘,

Cuffe Parade,

Mumbai 400 005

Tel no.: 91-22-22178300

Fax : 91-22-2218 8332/6765 Email: [email protected]

With a copy to:

Designated Official

Tyre Corporation of India Limited,

Leslie House

19, Jawaharlal Nehru Road

Kolkata 700087

AND

Designated Official

Department of Disinvestment, Ministry of Finance



Government of India

Block No. 11, C.G.O Complex,

Lodhi Road

New Delhi 110003

If the notice is to the Company, to:

Designated Official of TCIL, at the address given hereinabove

With a copy to:

Designated Official of Department of Disinvestment, Ministry of Finance, Government of India at the address given hereinabove

AND

Designated Official of Advisor at the address given hereinabove

If the notice is to the Department of Disinvestment, Ministry of Finance, Government of India, to:

Designated Official of Department of Disinvestment, Ministry of Finance, Government of India, at the address given hereinabove

With a copy to:

Designated Official of TCIL, at the address given hereinabove

AND

Designated Official of Advisor at the address given hereinabove

If the notice is to the IP:

Name:

Designation:

Organisation name and address:

Tel no.

fax no.:

E-mail address:

Any of the IP, the DoD, the Company or the Advisor may change its address

by a notice given to the other in the manner set forth above. All notices and

other communications shall be deemed to have been duly given (i) on the

expiry of fourteen days after posting, if transmitted by registered airmail or

(ii) on the date immediately after the date of transmission with confirmed

answer back if transmitted by telex, cable, facsimile or e-mail, whichever shall

first occur.

IN WITNESS WHEREOF, this Undertaking has been executed by the duly

authorized representative of the IP [in case of a Consortium of IPs, by the

Lead Member of the Consortium for itself and for and on behalf of each

member of the Consortium] on the date and year first hereinabove written.

Witnessed by: (Name of IP)

Preliminary Information Memorandum

Documents

Transcript of Preliminary Information Memorandum