PROCESS DOCUMENT FOR INVITATION OF EXPRESSION OF …

Issued by the erstwhile resolution professional of Tebma Shipyards Ltd.

(acting on the instruction of the lenders) through:

BDO India LLP

Level 9, The Ruby, NW Wing,

Senapati Bapat Marg,

Dadar (W), Mumbai 400 028,

India.

PROCESS DOCUMENT

FOR INVITATION OF EXPRESSION OF INTEREST

FOR THE SALE OF MOVABLE ASSETS

AND

E-AUCTION FOR SALE OF THE MOVABLE ASSETS

- HULL 159

Dated: 01st September, 2021.

Process Document for Invitation of EOI and E-Auction in The Sale of Movable Assets

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Contents

A. Background ................................................................................................................................... 3

B. Timelines ....................................................................................................................................... 6

C. Reserve Price ............................................................................................................................... 7

D. Instructions for Submission of EOI .......................................................................................... 7

E. Site Visit ........................................................................................................................................ 9

F. E-Auction ..................................................................................................................................... 10

G. Earnest Money Deposit (EMD) ................................................................................................ 10

J. Indemnity .................................................................................................................................... 13

K. Clarifications .............................................................................................................................. 14

L. Representations of the Qualified Bidder ............................................................................. 14

M. Fraudulent and Corrupt Practices ........................................................................................ 15

N. Miscellaneous ............................................................................................................................. 15

O. Clarifications .............................................................................................................................. 15

ANNEXURE - A FORMAT OF EXPRESSION OF INTEREST ............................................................ 16

ANNEXURE B - FORMAT OF NON-DISCLOSURE AGREEMENT .................................................... 18

ANNEXURE-C - FORMAT FOR EMD PAYMENT BY AN ASSOCIATE/ ASSOCIATE COMPANY ... 23

ANNEXURE-D - FORMAT FOR EARNEST MONEY GUARANTEE................................................... 25


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A. Background

The erstwhile Resolution Professional (ERP) of Tebma Shipyards Limited proposes to

sell an under construction ship with the below mentioned details in accordance with

and pursuant to the terms of the approved resolution plan (“Approved Resolution

Plan”) submitted by [Cochin Shipyards Limited] for Tebma Shipyards Limited, and

approved by the National Company Law Tribunal, Chennai Bench on 04th March 2020:

Particulars Remarks

Asset being

Sold

• Under construction ship named Hull 159

Location of

the asset

• Malpe Fishing Harbour, Village - Kodavoor, Taluka & Dist. - Udupi,

Karnataka

Google Co-

ordinates • 13°20' 54.3" North and 74° 41' 52.2" East

0Map

Dimensions • Length Overall : 32.0 meters (approx.)

• LWL : 29.8 meters (approx.)

• Breadth (Moulded) : 10.5 meters (approx.)

• Depth (Moulded) : 4.7 meters (approx.)

• Draught (Design) : 2.885 meters (approx.)

• Draught (Scant.) : 3.385 meters (approx.)

Machinery

Main Engine • Yanmar 6EY22 AW, 2 x 1370 KW (1836 BHP) (MCR) @ 900 rpm

At Design

Draft

Propulsion

Thrusters

• 2 x VOITH Thrusters


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Diesel

Generators

• 2 x 130 KVA, Cummins

Harbor

Generator

• 1 x 70 KVA, Cummins

Deadweight • 146.5 T

Other

Information

• Power required to achieve 12 knots speed at design draft is not to

exceed 90% MCR i.e. 2 x 1233 KW

• Guaranteed Speed : 12 knots @ 90% MCR Power (2 x 1233 KW) at

design draft

• Guaranteed Specific Fuel Oil Consumption (Main Engines) : 143.33

gm/bhp/hr @ 90% MCR Power with all attached pumps

• Endurance / Range : As per the tank capacities provided.

• Guaranteed Bollard Pull : 35 T @ 95% MCR Power (2 x 13301.5 KW)

Other

Observations

• It is 12 men’s Cabin vessel

• Single Hull 35 T capacity Bollard Pull Tug with cycloidal propulsion

• The Bow, Deck and Accommodation built is very good

• It is Voith Thrusters type drive

• Main Engines Make is Yanmar 6EY22 AW, 2 x 1370 KW (1836 BHP)

• The main Engine is connected to Voith and Fire fighting system by

gear system

• Vessel has 2x130KVA DG set for internal power supply and 1x70KVA

for Harbor Generator

• The whole vessel has HVAC system

Photos


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This Process Document (“Document”) has been issued pursuant to the invitation for

expression of interest (“EOI”) for the Proposed Transaction (defined herein below)

published in Financial Express and Dinamani on August 30, 2021 (“Invitation”) inviting

EOIs from interested parties (“Bidders”). This Document shall be read in conjunction

with the Invitation.

The ERP (acting on the instructions of the Lenders which comprised the committee of

creditors of the TEBMA) has appointed BDO India LLP as advisor/consultant to the

Lenders (“BDO” or “Process Advisor”) to assist and advise the ERP in undertaking a

competitive bid process for identification of a suitable Bidder for sale of the Movable

Assets on 100% cash basis, as part of the implementation of the Approved Resolution

Plan. The Movable Asset will be transferred by TEBMA as per the terms of the Approved

Resolution Plan to the prospective Bidder(s) (“Proposed Transaction”).

The EOIs shall be binding on the Bidders and shall constitute irrevocable obligations

of the Bidders. The auction for above Movable Asset will be modelled substantially

under “Swiss Challenge Method”, based on an existing offer in hand, which existing

bidder will be granted the right to match the highest bid. The sale shall be on ‘as is

where is’, ‘As is what is’ and ‘Whatever there is’ and ‘without recourse’ basis, and

shall be subject to the provisions of Applicable Law. The bidding process shall be

conducted by way of e-auction and/or in such other manner as the Process Advisor

and/or the ERP may deem fit. The e-auction, if any shall be conducted on an e-auction

platform (which shall be notified by the ERP or the Process Advisor) on a pre-specified

date which shall be notified to the participating bidders in advance.

B. Timelines

Event Timings

Publication of the invitation for EOI (‘Invitation’)

30th August, 2021

Submission of EOI by Bidders Up to 6th September 2021 – by 6:00 PM

Date of deposit of Earnest Money Deposit (‘EMD’)

20th September, 2021

E-Auction date 21st September, 2021


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C. Reserve Price

The auction sale for this Account is being conducted under the “Swiss Challenge

Method”, based on an existing offer in hand, who will have the right to match the

highest bid. The sale shall be on ‘as is where is’ “as is what is” and ‘Whatever there

is’ and ‘without recourse’ basis.

1. The reserve price and EMD for the Movable Assets is as below:

Description of the movable asset Reserve Price (INR Crore)

Terms of Sale

Under construction ship named Hull 159

5.95 100% Cash upfront

D. Instructions for Submission of EOI

i. Interested bidders are hereby invited to submit their EOI for purchase of the said

Movable Assets with the ERP as per the format detailed in Annexure-A and as per

the terms of the Invitation and this Document.

ii. Bidders shall be required to submit along with the EOI the following:

▪ Corporate business profile(if any) and contact details of the Bidder including the

following;

o Executive Summary providing a brief description of the Bidder, with the

business profile and contact details of the Bidder;

o Copy of PAN card of the Bidder;

o Net worth of the bidder as per the latest Financial year 31st March 2021 should

be at least INR 10 crores

▪ Duly executed Non-Disclosure Agreement (‘NDA’) in the format attached as

‘Annexure B’;

iii. The EOI shall be submitted latest by 6 pm (IST) on September 06, 2021, either

electronically or physically along with all the supporting documents at the below-

mentioned address / electronic address.

The hard copy of the EOI document should be sent in a sealed envelope, with the

envelope bearing the following transcript:


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Superscript “Expression of Interest for participation in the Auction Process for Sale of certain Movable Assets” – HULL 159

Name of the Bidder …………………………………………

Attention of Mr. Animish Raut

Address BDO India LLP,

The Ruby- Level 9,

NW Wing, Senapati Bapat Marg,

Dadar West, Mumbai-400028

iv. The scanned/ soft copies of the EOI can be submitted electronically vide email to

ERP at [email protected] and with a cc. to [email protected] .

v. In case the EOI is being submitted electronically, the original EOI along with

supporting documents should subsequently be sent to BDO at above address.

vi. All eligible bidders, post submission of an EOI, shall be given access to the asset.

vii. Any EOI received after the date and time mentioned in para-iii above will be

considered invalid and shall automatically be rejected.

viii. The submission of the EOI does not require payment of any fee by the Bidder.

ix. The EOI should be unconditional and should be submitted in the format attached as

Annexure ‘A’. In the event the Bidder includes any conditions or contingencies in

the EOI, the same is liable to being disqualified by the Process Advisor or the ERP.

x. In the event the EOI is received by means other than those specified, the same may

be rejected by the ERP, at their sole discretion.

xi. ERP or the Process Advisor shall bear no responsibility for non-receipt of EOI, or any

other correspondence sent by post/courier or electronically within the said

timelines.

xii. Bidders shall bear all costs associated with the preparation and submission of the

EOI. The ERP or the Process Advisor shall not, under any circumstances be

responsible or liable for any such costs in this regard, whether direct, incidental,

or consequential

xiii. Any additional document/ information requested by the ERP/ an individual lender/

BDO must be promptly furnished by the Bidder. However, any discussions or any

clarifications or information sought by the ERP from the Bidder with respect to the

EOI or the bid will not constitute an invitation or commitment by the ERP to enter

into any agreement with the Bidder nor shall the ERP be liable to consummate or

mailto:[email protected]



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deal with such Bidder on the basis of such discussion, negotiation or information

sought.

xiv. Neither BDO nor the ERP nor any of the Lenders makes any representation as to the

correctness, validity, adequacy, sufficiency or otherwise of any information

pertaining to the Movable Asset or that in relation to its quality or condition. The

Bidders are required to conduct their due diligence to verify the same. Upon receipt

of EOIs, the Process Advisor in consultation with the ERP shall determine the

qualified bidders. Further, such qualified bidders may conduct due diligence of the

Movable Assets, as made available by the Process Advisor.

xv. The ERP may, at its sole discretion, add, waive, amend, vary, modify, delete, any

of the conditions of this Document as may be deemed necessary by it and also issue

one or more addenda, corrigendum, etc. as required without giving any reasons for

the same. The Bidders are advised to regularly check the website of SBI for updates.

xvi. The ERP may, at any time and for any reason, without giving any reason thereof,

cancel or modify the sale process or change / extend the deadlines / timelines

outlined in this Document.

xvii. The Bidder will not be allowed to withdraw or modify the EOI, and subsequent bid

once submitted, unless the Bidder has been selected to be a part of the process

where the bid may be resubmitted to match the revised bid of the highest bidder.

xviii. In the event of any dispute and or difference on the point of meaning or definition

of any particular word or term used in this Document or in respect to the

interpretation of any clause of this document or this document as a whole, the

decision of the ERP, shall be final and binding on all the Bidders.

xix. Disputes, if any, arising between parties in relation to this Document or Proposed

Transaction shall be settled by way of mutual discussion and in case an amicable

settlement is not reached, the same shall be subject to the jurisdiction of courts

situated at Chennai, and governed in accordance with the laws in force in India.

xx. Nothing herein shall be deemed to create any right or interest of any Bidder in the

Moveable Asset or in on the process being proposed to be conducted hereby.

E. Site Visit

i. Qualified Bidders may undertake a Site Visit with prior written permission of the Process Advisor or the ERP. The Process Advisor or the ERP, as the case may be, may deny such permission, without assigning any reason whatsoever. Notwithstanding anything to the contrary contained herein or otherwise, the Process Advisor and/ or the ERP shall not, in any manner whatsoever, be responsible for arranging/ assisting the Qualified Bidder in conducting a Site Visit.

ii. Qualified Bidders are expected to make their 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.


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iii. The Qualified Bidders shall not be entitled to receive any reimbursement for any expenses or set-off against any amounts payable by it in relation to the E-Auction Process/ Proposed Transaction, 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 E-Auction Process.

iv. During the Site Visit, Qualified Bidders shall not, inter alia: (a) take any photographs or take any documents, or copies thereof back with them; or (b) initiate any discussion regarding the Proposed Transaction, with any personnel at the Site.

F. E-Auction

Time and place of public e-auction or time after which sale by any other mode shall be completed

21st September 2021

E-Auction Process • The time of the E-Auction Process shall be intimated by the Process Advisor to each of the Qualified Bidders via email on or before 21st September 2021

• The name and details of the service provider for the E-Auction Process shall be intimated by the Process Advisor to each of the Qualified Bidders via email on or before 21st September 2021.

• The E-Auction Process as contemplated in this Document shall be undertaken by the E-Auction Service Provider for and on behalf of the Process Advisor through an e-auction platform provided on the website portal of the E-Auction Service Provider (“Platform”).

• The Qualified Bidders shall be required to be registered with the E-Auction Service Provider for generation of login credentials to enable the Qualified Bidder to participate in the E-Auction Process for submission of their Bids.

Bid Increment INR 5 lakhs

G. Earnest Money Deposit (EMD)

i. To participate in the E-Auction Process, each Qualified Bidder shall be required to deposit an earnest money deposit of INR 60.00 lakhs. (“EMD”) to the ERP on or before 20th September 2021.


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ii. The EMD shall be paid in the form of demand draft or Bank Guarantee in favour of the ERP :– Mr. Balakrishnan Venkatachalam.

iii. The Qualified Bidders should submit the evidence for deposit of EMD along with the following (whichever is applicable):

• Authorisation letter on the Qualified Bidder’s letter head, in the name of the individual authorised to submit the Bid on behalf of the Qualified Bidder;

• Copy of ID proof of the authorised representative like Aadhar card/ Passport, etc.;

• Copy of PAN card of the Qualified Bidder;

• Copy of memorandum and articles of association or any other relevant document of the Qualified Bidder;

• Board resolution of the Qualified Bidder authorising the authorised representative to submit a bid for the Proposed Transaction and all relevant documentation related to the E-Auction Process to the Process Advisor and/ or the Lenders.

Scanned copies of the originals of these documents should also be submitted vide

email to the ERP at [email protected] and the Process Advisor at

[email protected].

iv. The Qualified Bidder may request the Process Advisor to permit the Qualified Bidder to submit the EMD through its Affiliate or Associate Company/ entity. Such payment of the EMD by an Associate or Associate Company of the Qualified Bidder, if permitted, shall be accompanied by a letter in the format set out in Annexure C herein below.

v. Provided that, the Process Advisor 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 authorisation documents or other necessary details/documents.

vi. The Process Advisor or the ERP shall not be liable to pay any interest on the EMD or any other amount submitted by the Qualified Bidder in relation to the Proposed Transaction, including but not limited to the E-Auction Process.

vii. Upon payment of the EMD by the Qualified Bidder, the Qualified Bidder shall intimate the ERP at [email protected] and the Process Advisor at [email protected] within 24 (twenty four) hours from the time of making of such payment.

viii. The EMD provided by the Qualified Bidder may be forfeited at any time by the Process Advisor or ERP, if: (a) there is a breach of any of the conditions under this Document by the Qualified Bidder or in case the Qualified Bidder is found to have made any misrepresentation or fraudulent statements; or (b) the Successful Bidder after being intimated by the Process Advisor as Successful Bidder, fails to make the complete payment within the time stipulated; or (c) the Qualified Bidder reduces or withdraws its Bid for any reason whatsoever. In such case, all the amounts






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deposited till that date shall be forfeited and the option to acquire Movable Asset will be offered to such other Qualified Bidder as the Process Advisor deems fit.

ix. Unless expressly indicated otherwise by the Qualified Bidder and accepted by the Lenders the EMD shall be set-off against or used as part of the consideration that the Successful Bidder proposes to offer as a purchase consideration for the Proposed Transaction in its Bid, which shall be equal to or more than the Reserve Price.

x. The format for EMD is duly attached as Annexure D

H. Determination of Successful Bidder

i. Upon receipt of Bids from the Qualified Bidders, the ERP shall, within 1 (one) day from on the E-Auction Date or such extended time as may be informed by the ERP/ Process Advisor, determine the H1 Bidder whose Bid is considered to be the most appropriate, at the sole discretion of the ERP, No Person, including the Qualified Bidders, shall have the right to challenge such determination of the H1 Bidder. Before determining the H1 Bidder, the Process Advisor and the ERP shall have the right to negotiate the terms of such Bids with the Qualified Bidders or any of them, including but not limited to the H1 Bidder who has submitted the highest bid.

ii. The Process Advisor and/ or the ERP are not bound to accept the highest offer and have the absolute right to accept or reject any or all offer(s) or adjourn/ postpone/ cancel /modify the terms of the E-Auction Process or withdraw any Movable Asset, asset or portion thereof from the E-Auction Process, at any stage, without assigning any reason thereof. The decision of the ERP on declaration of the Successful Bidder shall be final and binding on all the Bidders.

iii. The ERP is in possession of existing offer from a bidder (“Anchor Bidder”)

iv. The Anchor Bidder shall be given opportunities to at least match the bid of the H1 Bidder and be determined as a Successful Bidder.

v. In case the Anchor Bidder refuses to match / better the bid of the H1, then H1 bidder may be determined as the Successful Bidder

vi. Determination of the Successful Bidder will be made in the sole discretion of the Lenders and subject to receipt of appropriate internal approvals.

vii. The determination of the Successful Bidder shall be communicated to such Bidder by the Process Advisor within 3 (three) days on the E-Auction Date or such extended time as may be informed by the ERP/ Process Advisor on the email address provided by the Bidder.

viii. On being declared as the Successful Bidder, such Bidder shall deposit 100% (one hundred percent) of the Bid Amount, in into a designated Bank Account, within 15 days of being declared as the Successful Bidder or such other date as the ERP or the Process Advisor may determine at its sole discretion. The designated Bank Account shall be intimated by the ERP or the Process Advisor to the Successful


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Bidder via email. The EMD Bank Guarantee (BG) will be returned to the successful bidder post the deposit of 100% of the Bid Amount. In case the Successful Bidder deposits EMD in the form of Demand Draft (DD), the Bid Amount to be deposited in the designated Bank Account will be the net of EMD DD amount.

ix. The Successful Bidder shall be required to execute the Definitive Documents, as per the draft provided by the ERP or Process Advisor simultaneously on submission of the 100% of the Bid Amount or such other date as the ERP or the Process Advisor may determine at its sole discretion.

x. In the event that the Successful Bidder withdraws its Bid or fails to furnish the balance consideration, the ERP shall have the right to appropriate the EMD furnished by the Successful Bidder.

xi. The EMD of the Qualified Bidder who has not been selected as the Successful Bidder, shall be returned within 30 (thirty) days from the date of declaration of the Successful Bidder.

xii. Any transfer of the Movable Asset (or any part thereof) by the ERP in favour of the Successful Bidder shall be subject to receipt of necessary approvals by the respective Lenders and the execution of the Definitive Documents to the satisfaction of the Lenders.

I. Amendment of E-Auction Process/ Detailed Process Document

i. At any time prior to the submission of Bids by the Qualified Bidders, the Process Advisor may, for any reason, modify, amend or supplement this Document by way of an amendment and/ or addendum to this Document without assigning any reason. Such amendment(s) and/ or addendum(s) shall be uploaded on the website of Lead Bank and the Qualified Bidders shall be bound by such amendment(s) and/ or addendum(s).

ii. The ERP and/ or the Process Advisor, acting for and on behalf of the Lenders, reserve the right to suspend, annul, cancel and/ or amend and/ or supplement the E-Auction Process or modify the dates or other terms and conditions relating thereto, at their sole discretion or upon being so directed on account of regulatory/ legal/ contractual non-compliance, without assigning any reason and without any liability whatsoever.

iii. The Bidders are required to keep themselves updated for any revisions in the terms and conditions of the E-Auction Process by regularly visiting the links and website addresses of SBI or the Platform as mentioned in this Document.

J. Indemnity

The Bidder(s) shall indemnify and hold harmless the Process Advisor, ERP and the

Lenders, and all their directors, employees, agents, advisors and consultants

(“Indemnified Parties”), in the event of any claims or actions which may arise


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against the Indemnified Parties, on account of breach of any obligation by the

Bidder(s) set out in this Document and/ or the NDA.

K. Clarifications

i. The Process Advisor may, acting in consultation with the ERP, if deemed necessary, issue interpretations and clarifications to the Bidder(s). All clarifications and interpretations issued by the Process Advisor shall be deemed to be part of this Document. Verbal clarifications and information given by the ERP and/or Process Advisor or its employees or representatives shall not in any way or manner be binding on the ERP or Process Advisor. However, it is expected that the Bidder(s) has undertaken an independent due-diligence for participating in the process contemplated under this Document, including the E-Auction Process, and does not rely solely on the information provided by the Process Advisor and/ or the ERP.

ii. No extension of any time and date referred to in this Document shall be granted on the basis or grounds that the ERP/ Process Advisor have not responded to any queries/ provided any clarification to the Bidder.

iii. Any clarification provided in relation to the E-Auction Process shall be binding on all the Bidders and shall be deemed to form part of the E-Auction Process. No request for modifications of the clarifications shall be entertained. However, the Process Advisor, 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(s) and be read as a part of the E-Auction Process.

iv. The Process Advisor reserves the right not to respond to any query or provide any clarification, at its sole discretion. Nothing in this clause shall be considered or read as compelling or requiring the Process Advisor to respond to any query or to provide any clarification to the queries raised by a Bidder. The Process Advisor will not be held responsible for any delay in response or non-response to clarifications raised by the Bidder.

L. Representations of the Qualified Bidder

By procuring this Document the Bidder is deemed to have made the following

acknowledgements and representations:

i. The Bidder represents that it is in compliance with the requirements set out under the Applicable Laws.

ii. The Bidder represents that it has the necessary financial resources available for the purpose of the Proposed Transaction.

iii. The Bidder represents that it has obtained all the requisite corporate authorizations and regulatory approvals required for its participation in the E-Auction Process and for the Proposed Transaction.


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M. Fraudulent and Corrupt Practices

The Bidders and their respective officers, employees, agents, advisors and

consultants shall observe highest standard of ethics during the E-Auction Process.

Notwithstanding anything to the contrary contained herein, the Process Advisor may

reject a Bidder without being liable in any manner whatsoever to the Bidder if it has

reasons to believe that the Bidder has, directly or indirectly or through an agent,

engaged in corrupt practice, fraudulent practice, coercive practice, or any

undesirable practice or restrictive practice in the E-Auction Process.

N. Miscellaneous

Costs, expenses and tax implications

i. Bidders 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 discussion meeting(s) (if any), Site Visit, etc. The Process Advisor shall not be responsible in any way for such costs, regardless of the conduct or outcome of the E-Auction Process.

ii. Bidders shall not be entitled to receive any reimbursement of any expenses which may have been incurred while carrying out the due diligence, search of title to the assets of the Company and matters incidental thereto or for any purpose in connection with the E-Auction Process.

iii. It is to be noted that all applicable taxes whether direct and/ or indirect taxes and/ or duties and/ or penalties and/ or interest (including stamp duty implications and registration charges) arising out of the Proposed Transaction including sale of the Movable Assets, as the case may be, would be borne by the Successful Bidder. It is clarified that all payments to the Lenders under the Proposed Transaction shall be made free and clear of any tax deduction.

O. Clarifications

Any queries or requests for clarification/additional information concerning this EOI

shall be submitted by way of email to [email protected].



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ANNEXURE - A FORMAT OF EXPRESSION OF INTEREST

[On the Letter head of the Bidder]

Date:

To,

Shri Balakrishnan Venkatachalam,

The Erstwhile Resolution Professional (Tebma Shipyards Ltd.)

185, Perumal Nivas,

2nd Floor, First Cross,

Muninanjappa Layout, Ramamurthy Nagar,

Bangalore 560 016

Sub: Expression of Interest (EOI) for participating in the Auction for Sale of certain Movable

Assets.

Dear Sir,

We refer to the advertisement dated August 30, 2021 published in Financial Express and

Dinamani regarding the auction for sale of certain Movable Assets.

Being duly authorized to represent and act for and on behalf of ____________, the

undersigned hereby expresses its interest in participating in the Proposed Transaction.

We further undertake that the information furnished by us in this EOI, its annexures and

other documents submitted in connection therewith is true, correct, complete and

accurate. We further understand and confirm that:

1. This EOI is made with full understanding that:

• The offer will be unconditional, irrevocable and binding on us in all respects.

• The erstwhile Resolution professional reserves the right to reject or accept any

offer, cancel the process for the Proposed Transaction, and/ or reject one or

more or all the EOIs.

2. We are eligible and have the financial capacity to conclude the Proposed Transaction

in accordance with the applicable laws of India and the said advertisement.

3. Subject to the due diligence exercise to be conducted by us, we intend to participate

in the auction process for the Proposed Transaction to be conducted by the Process

Advisor, acting on the instructions of the erstwhile Resolution professional as per

process document.

4. We are in compliance with applicable laws and regulations relating to the combat

against money laundering (AML) and combating the financing of terrorism (CFT), and


17

have implemented written procedures and internal control mechanisms in order to

ensure compliance with such domestic and international laws and regulations such

as Financial Action Task Force (FATF) recommendations etc.

5. In undertaking the Proposed Transaction, we have no conflict of interest with and

are not related, directly or indirectly to any or all of the Lenders.

6. We do not suffer from any of the disqualifications set out in Section 29A of the

Insolvency and Bankruptcy Code, 2016.

7. Along with our EOI, we have also enclosed information/documents as required in the

Invitation for EOI including a signed copy of the non-disclosure agreement as per the

format provided, which we confirm is valid, subsisting and binding as on date.

8. Capitalised terms not defined herein shall have the meaning ascribed to them in the

Invitation for EOI and the relevant process document.

Yours Sincerely,

On behalf of ______________________

Signature: _________________

Name of Signatory:

Designation:

Company Seal/Stamp


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ANNEXURE B - FORMAT OF NON-DISCLOSURE AGREEMENT

[To be executed on Stamp Paper of INR 500]

NON-DISCLOSURE AGREEMENT

This agreement made and entered into at [] this ___________________ day of ________________________, 2021. BETWEEN ____________________________________, a company incorporated under the Companies Act,1956 having its office at _______________________________ registered with Reserve Bank of India with Registration Number _____________, (hereinafter referred to as “Receiving Party” which expression unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns ) of the FIRST PART; AND

Shri Balakrishnan Venkatachalam, erstwhile Resolution Professional of Tebma Shipyards Limited, with registration number IBBI/IPA-001/IP-P00229/2017-18/10458 and residing at 185, Perumal Nivas, 2nd Floor, First Cross, Muninanjappa Layout, Ramamurthy Nagar, Bangalore 560 016 (hereinafter referred to as “Disclosing Party” or “ERP” which expression unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns ) of the SECOND PART; _____________ and ERP are hereinafter collectively referred to as “The Parties” and individually as “the Party” WHEREAS: The Parties intend to engage in discussions and negotiations concerning the establishment of a business relationship between themselves. In the course of such discussions and negotiations, it is anticipated that Bank may disclose or deliver to the receiving party certain or some of its trade secrets or confidential or proprietary information, for the purpose of enabling such party to evaluate the feasibility of such business relationship (hereinafter referred to as “the Purpose”). NOW, THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. Confidential Information: “Confidential Information” means all information disclosed/furnished by either of the Parties to another party and/or to its representatives in connection with the purpose stated above. The Confidential Information shall include any copy, abstract, extract, sample, note or module thereof in hard/soft copies and shall also include and not restricted to data, documents and/or material information thereof. The Receiving Party may use the Confidential Information solely for and in connection with the Purpose. Notwithstanding the foregoing, “Confidential Information” shall not include any information which the Receiving Party can show:


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(a) is now or subsequently becomes legally and publicly available without breach of this Agreement by the Receiving Party, (b) was rightfully in the possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, (c) was rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality, (d) was developed by or for the Receiving Party independently and without reference to any Confidential Information and such independent development can be shown by documentary evidence, or (e) is disclosed pursuant to an order of a court or governmental agency as so required by such order, provided that the Receiving Party shall, unless prohibited by law or regulation, promptly notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek appropriate protective order relating to such disclosure. 2. Non-disclosure: The Receiving Party shall not use or disclose in any manner whatsoever any Confidential Information or any materials derived therefrom to any other person or entity other than persons in the direct employment of the Receiving Party who have a need to have access to and knowledge of the Confidential Information solely for the Purpose authorized above. The Receiving Party may disclose Confidential Information to its consultant(s) only if the consultant(s) has executed a Non- Disclosure Agreement with the Receiving Party that contains terms and conditions that are no less restrictive than this Agreement. The receiving party may disclose confidential information to its employees and consultants on a need-to-know basis. The receiving party shall ensure that such employees and consultants are subject to confidentiality obligations no less restrictive than those of this agreement. The Receiving party shall take appropriate measures to assure against unauthorized use/disclosure to such Consultant(s)/Employee(s). 3. Publications: Neither party shall make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party. 4. Term: This Agreement shall be effective from the date hereof and shall continue till expiration or termination of this Agreement due to cessation of the business relationship between _____________ and ERP or otherwise as determines by the parties to this agreement. Upon expiration or termination as contemplated herein the Receiving Party shall immediately cease any or all disclosures or uses of Confidential Information; and at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all written, graphic or other tangible forms of the Confidential Information and all copies, abstracts, extracts, samples, notes or modules without retaining any copy thereof. Notwithstanding anything mention in this agreement, the Bank reserves the right to terminate this agreement with immediate effect by giving a notice to receiving party, if a) Receiving party commits material breach of any terms and conditions of this agreement or any Representations and warranties given by the Receiving party as in this agreement is found to be incorrect or false.

b) Receiving party commits breach of any law, statutory guidelines including guidelines issued by RBI or any other authority or actions/inactions on the part of Receiving party or his employees, agents, authorized representative amount to offence(s) under any provisions of law or expose the Bank to financial or reputational loss.


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c) Enter into or is found by the Bank to be in a situation of conflict of interest which in the reasonable opinion of the Bank warrants immediate termination of the Agreement. Notwithstanding the termination of this Agreement, the liability of the Receiving party towards the disclosing party (Bank), incurred prior to the date of termination of this Agreement, as mentioned above shall survive even post termination of this Agreement. The liability of the Receiving party shall also survive in cases where the liability is incurred by the Bank after the termination of this Agreement, but the liability arises out of act/ omission of the Receiving party during the term when this Agreement was in force. 5. Title and Proprietary Rights: Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to the Receiving Party, the Disclosing Party shall retain Title and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patents or copy right, or application for the same which are now or thereafter may be obtained by such Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trade mark notice, copy right notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information. 6. Return of Confidential Information: Upon written demand of the Disclosing Party, the Receiving Party with immediate effect shall (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, abstract, extracts, samples, notes or modules thereof to the Disclosing Party within seven (7) days after receipt of notice, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph. Remedies: Indemnity The Receiving party and its employees, agents, or representatives shall not use, directly or indirectly, any Confidential Information provided by the Bank for the benefit of any person other than the Bank, or disclose such Confidential Information, in whole or in part, to any person. The Receiving party shall be responsible for the safe keeping of all such information, documents, records and items provided to Receiving party which may come into the Receiving party 's power or possession and shall ensure that they are not misplaced, stolen, misappropriated, modified, deleted, tampered with or destroyed. - The Receiving party shall ensure that such information, documents, records, items and copies and abstracts thereof do not come into the possession of any person except for the purpose and fulfilment of the terms of this agreement. The Receiving party shall be liable and responsible for any and all unauthorized use and/or copying of the same after it is delivered to or while in the power or possession of the Receiving party or Receiving party 's Personnel.

- The Receiving party shall indemnify and keep fully and effectively indemnified the Bank against all costs, claims, damages, demands, expenses and liabilities of whatsoever nature


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which may be caused to or suffered by or made or taken against Bank (including, without limitation, any claims or proceedings by any customers against Bank) directly or indirectly arising out of any improper, incorrect or negligent performance, work, service, act or omission by the Receiving party or any of its Personnel.

- The Receiving party agrees to indemnify and keep indemnified the Bank against any loss or damage caused to any of Bank's information, documents, property, records, or other items while in the Receiving party 's use or possession.

- The Receiving party shall indemnify the Bank against all the claims, prosecutions, costs, damages, expenses, fees of the counsel / Advocate, loss of whatever nature which may be incurred / suffered by the Bank on account of any action/inaction on the part of the Receiving party while performing the functions/ job assigned to the Receiving party including but not limiting to breach of warranty and representation and also actions/inactions of the Receiving party 7. The Receiving Party agrees, in addition to all other remedies provided at Law or in equity, the Disclosing Party shall be entitled to injunctive relief hereunder. 8. Entire Agreement, Amendment, Assignment: This Agreement constitutes the entire Agreement between Parties relating to the matters discussed herein and supersedes any and all prior oral discussions and / or written correspondence or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted here under shall be assignable or otherwise transferable. 9. Dispute Resolution If any dispute arising out of this Agreement remains unresolved for twenty (20) Business Days from the date on which the notice setting out the nature of the dispute is served by one party on the other, either party may request a meeting with the other party within further ten Business Days to resolve the dispute. In the event that the dispute is not resolved within 30 days under this procedure the parties shall be free to decide its own course of action. 10. Applicable Law and Jurisdiction

a. This Agreement and any matters relating to this Agreement shall be governed by and construed in accordance with the Indian laws.

b. The parties submit and agree to the exclusive jurisdiction of the Courts at Chennai in India. 11. General: The Receiving Party shall not reverse – engineer, decompile, disassemble or otherwise interfere with any software disclosed hereunder. All Confidential Information is provided “as is”. In no event shall the Disclosing Party be liable for the inaccuracy or incompleteness of the Confidential Information. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the fitness of such Confidential Information for any particular purpose or infringement of trademarks, patents, copy rights or any right of third persons.


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IN WITNESS, WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and day first mentioned above. Authorised Signatory Signature: _____________________________ Name: Balakrishnan Venkatachalam Designation: Erstwhile Resolution Professional

Authorised Signatory Signature: _____________________________ Name: _____________________________ Designation: _____________________________

Witness 1): ___________________________________

Witness 2): ___________________________________


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ANNEXURE-C - FORMAT FOR EMD PAYMENT BY AN ASSOCIATE/ ASSOCIATE COMPANY

(On the letterhead of the Associate/ Associate Company)

Date: [•]

Shri Balakrishnan Venkatachalam,

The Erstwhile Resolution Professional (Tebma Shipyards Ltd.)

185, Perumal Nivas,

2nd Floor, First Cross,

Muninanjappa Layout, Ramamurthy Nagar,

Bangalore 560 016

[Copy to:]

[Insert name of the Bidder with address]

Dear Sir,

Sub: Payment of the EMD on behalf of the Bidder in relation to the Bid in respect of

the Movable Assets

We are in receipt of the detailed process document, dated 1st September 2021, issued by

BDO India LLP (“Process Advisor”) acting on behalf of the ERP of Tebma Shipyards Limited (

“this Document”). Capitalised terms used herein, but not defined, shall have the meaning

given to them in this Document.

In connection with the Bid submitted by [Insert name of the Bidder with address] in

accordance with and subject to the provisions of this Document in relation to the Proposed

Transaction, [Insert name and address of the Associate/Associate Company and address of

the head office] hereby declares and confirms that it is [an/the] [Insert relationship of the

Associate/Associate Company] of the Bidder (“Associate/Associate Company”), and the

payment of the EMD vide [Insert mode of payment] on [Insert Date] (“Payment”) made by

us is on behalf of the Bidder. The Associate / Associate Company acknowledges that such

amounts paid as EMD shall be subject to the terms of this Document and hereby waives any

right to claim any refund or adjustment of the amounts of such payment except in

accordance with the terms of this Document.


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The Associate/Associate Company hereby represents and warrants that payment of amounts

on behalf of the Bidder is in compliance with Applicable Laws.

Capitalised terms used but not defined in this letter shall have the meanings ascribed to

such terms in this Document.

Yours sincerely,

[Signature and name of the Authorised Officer of the Associate/ Associate Company]

Rubber stamp/ seal of the Associate/Associate Company

ACKNOWLEDGMENT

We hereby acknowledge and confirm the statements set out above by the

Associate/Associate Company.

Yours sincerely,

[Signature and name of the Authorised Officer of the Bidder]

Rubber stamp/seal of the Bidder


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ANNEXURE-D - FORMAT FOR EARNEST MONEY GUARANTEE

(To be on non-judicial stamp paper of appropriate stamp duty value relevant to place of

execution)

Whereas TEBMA Shipyards Limited (“TEBMA”) is in the process of implementing an approved

resolution plan (“Resoltuion Plan”) upon completion of the corporate insolvency resolution

process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016 read with rules and

regulations thereunder.

Now, in consideration of we ……………………..[Insert name of the Applicant with address]

(“Applicant”) being permitted to submit a bid for acquisition of the Under construction ship

named Hull 159 as per the provisions of the Expression of Interest dated 30th August 2021

read with the Process Document dated [______], issued by BDO India LLP and any other

required documents, the ………………………………. [Insert name and address of the bank issuing

the guarantee and address of the head office] (“Guarantor Bank” which expression shall

unless repugnant to the context or meaning thereof includes its successors, administrators,

executors and assigns) hereby agrees unequivocally, irrevocably and unconditionally to pay

to Balakrishnan Venkatachalam, being the erstwhile resolution professional of TEBMA,

acting for the benefit of the Lenders which constituted its Committee of Creditors of TEBMA

Shipyards Limited )] (hereinafter referred to as “the Beneficiary”) forthwith on demand in

writing from the Beneficiary (being the Erstwhile RP of TEBMA Shipyards Limited ) or any

officer authorised by him in this behalf, any amount up to and not exceeding INR 60 lakhs

(Indian Rupees Sixty Lakhs only) on behalf of ____________________[Insert name of the

Applicant] (“Bank Guarantee”), without any demur and recourse, and without the

Beneficiary having to substantiate the demand.

This Guarantee shall be valid and binding on the Guarantor Bank for a period of 6 (six)

months from the date hereof, i.e. up to [Insert date of validity] (“Earnest Money Validity”)

and shall in no event be terminable by notice or any change in the constitution of the

Guarantor Bank and/or the Beneficiary or by any other reasons whatsoever and the liability

of the Guarantor Bank 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 …………………….. [Insert name of the Applicant] (“Applicant”) and

the Guarantor Bank or any other person.

This Earnest Money Guarantee shall remain in full force and effect until _____________

[Insert the date of validity as mentioned above]. The Beneficiary shall be entitled to invoke

this Guarantee up to 365 days from the last date of the validity of this Earnest Money

Guarantee by issuance of a written demand to invoke this Guarantee.

The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition

to the written demand from the Beneficiary (made in any format) raised at the above

mentioned address of the Guarantor Bank, in order to make the said payment to the

Beneficiary.

The Guarantor Bank shall make payment hereunder on first demand without demur, protest,

restriction or conditions and notwithstanding the existence of any dispute between the

Applicant and Beneficiary or any objections by, ……………………….. [Insert name of the

Applicant] and / or any other person. The Guarantor Bank shall not require the Beneficiary


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to justify the invocation of this Guarantee, nor shall the Guarantor Bank have any recourse

against the Beneficiary in respect of any payment made hereunder.

The Guarantor Bank acknowledges and agrees that its obligations are absolute, irrevocable

and unconditional irrespective of the genuineness, validity, legality, regularity or

enforceability of any document, or of any claims, set-off, defences or other rights that may

have at any time and from time to time against the Beneficiary , whether in connection with

this Guarantee, any such document or otherwise, or any substitution, release or exchange

of any other guarantee of, or security or support for, any of the guaranteed obligations,

and, to the fullest extent permitted by Applicable Law, irrespective of any other

circumstance whatsoever which might otherwise constitute a legal or equitable discharge

or defence of a surety or guarantor, it being the intent of this clause that the Guarantor

Bank’s obligations hereunder shall be absolute and unconditional under any and all

circumstances.

The Guarantor Bank hereby agrees and acknowledges that erstwhile Resolution Professional

(ERP)/ representatives authorized by Lenders of TEBMA which constituted the Committee

of Creditors (CoC) shall have a right to invoke this Guarantee, as many times as it deems

fit, either in part or in full, as it may deem fit. However, our liability shall not exceed INR

[●] (Indian Rupees [●] only).

The Guarantor 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

Applicant/ Bidder or other thing whatsoever which under the law relating to sureties would,

but for this provision, have the effect of relieving us of our obligations under this Guarantee,

including the following:

(a) any defence based on any legal disability or other defence of the Applicant/ Bidder,

by reason of the cessation or limitation of the liability of the Applicant / Bidder from

any cause other than full payment of all sums payable under the Guarantee;

(b) any defence based on any statute or rule of law that provides that the obligation of

a surety must be neither larger in amount nor in any other respects more burdensome

than that of a principal;

(c) the benefit of any statute of limitations affecting the liability of the Guarantor Bank

or the enforcement of the Guarantee.

This Guarantee shall be governed by the laws of India and the courts at Chennai shall have

exclusive jurisdiction. The Guarantor 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 Guarantor Bank in the manner provided herein.

This Guarantee shall not be affected in any manner by reason of any dispute or disagreement

between any persons, merger, amalgamation, restructuring, liquidation, winding up,

dissolution or any other change in the constitution of the Guarantor Bank.

This Guarantee shall be a primary obligation of the Guarantor 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 Applicant / Bidder, to make any claim against or

any demand on the Applicant / Bidder or to give any notice to the Applicant / Bidder or to


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exercise, levy or enforce any distress, diligence or other process against the Applicant /

Bidder.

The Guarantor Bank hereby agrees and acknowledges that erstwhile Resolution Professional

(RP) / representatives authorized by Lenders of TEBMA which constituted the Committee of

Creditors (CoC) shall have a right to invoke this Guarantee either in part or in full, as it may

deem fit.

Notwithstanding anything contained hereinabove, our liability under this Guarantee is

restricted to INR [●] (Indian Rupees [●] only) and it shall remain in force until the Earnest

Money Validity, with an additional claim period of 1 (one) year thereafter if a claim has

been received by the said date, all the rights of the Beneficiary under this Guarantee shall

be valid and shall not cease until the Guarantor Bank has satisfied that claim. The [Insert

name of Applicant] shall ensure that the Bank Guarantee has been renewed / extended on

the same terms and conditions as stipulated herein at least 15 (fifteen) business days prior

to [Insert date till which the BG is valid]. In the event this Bank Guarantee has not been

extended / renewed within the time period as specified hereinabove, the Beneficiary shall

have the right to invoke this Bank Guarantee by issuing a written demand to the Guarantor

Bank.

We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee

only if the Beneficiary serves upon us a written claim or demand.

In witness whereof the Guarantor Bank, through its authorised officer, has set its hand and

stamp on this …………….. day of ……………………… at …………………….

Witness:

1. ……………………………………. Signature

Name and Address. Name:

2. ………………………………….. Designation with Bank Stamp

Name and Address

Attorney as per power of attorney No …………………

For:

……………………………………………. [Insert Name of the Bank]

Banker’s Stamp and Full Address:

Dated this ………………… day of …………… 20…..

Notes:

The Stamp paper should be in the name of the Guarantor Bank.

PROCESS DOCUMENT FOR INVITATION OF EXPRESSION OF …

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Transcript of PROCESS DOCUMENT FOR INVITATION OF EXPRESSION OF …