lotus shopping centres private limited in liquidation 1

INVITATION FOR EXPRESSION OF INTEREST FOR ACQUISITION OF THE ASSET OF

LOTUS SHOPPING CENTRES PRIVATE LIMITED – IN LIQUIDATION

1. Introduction

Lotus Shopping Centres Private Limited - in Liquidation (“the Company”) was incorporated in

2007 with the objective of developing and operating a high-end shopping mall catering to the

mid and high income group. The property being developed is situated near the Bikarnakatte

flyover at Kulshekar in Mangalore and has a substantially completed retail mall at the front and

a three-star business hotel towards the rear. On completion, it will be the largest mall in

Mangalore, second largest in Karnataka and amongst the top ten commercial shopping mall

in India.

The brief details about the company is tabulated below:

Pictures:

* Present Status of Mall *Artist/s impression of mall after completion

The Hon’ble NCLT, Bengaluru Bench, vide its order dated 18 June 2019 has appointed Mr. Sanjay Kumar Mishra (Reg. No. IBBI/IPA-001/IP-P01047/2017-2018/11730) as the Liquidator

of the Company with directions to liquidate the Company as per the provisions laid under the

Insolvency and Bankruptcy Code, 2016 (“the Code”).

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Section 35 of Code, inter-alia, empowers the Liquidator to sell the immovable and movable

property and actionable claims of a company in liquidation by public auction or private contract,

with power to transfer such property to any person or body corporate, or to sell the same in

one or more parcels in such manner as may be specified. Further, Chapter VI of the Insolvency

and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (“Regulations”) read

with Schedule I annexed thereto provide for various matters relating to realisation of assets of

a company in liquidation. Under regulation 32 of the Regulations, the Liquidator may, inter alia,

sell an asset on a standalone basis.

Accordingly, with a view to make an informed decision about the sale of assets on liquidation,

the Liquidator does hereby invites Expressions of Interest (“EOI”) from potential applicants to

evince interest for acquisition of the assets of the Company (“Assets”) on a standalone basis

on an as is where is basis, having reserve price of INR 198.22 Cr (or as amended by the

liquidator) and has published an advertisement in Economic Times and Kannada Prabha on March 2, 2020 (copy of the same is placed at “Annexure – A”).

This invitation is being made to allow the Liquidator to short-list potential applicants, and

thereafter, dispose the assets by way of public auction or otherwise on an as is where is basis.

The invitation is for pre-bid assessment of potential applicants for ensuing disposal of the

assets in accordance with Section 35 of the Code read with Chapter VI and Schedule I of the

Regulations. Further details about the Assets have been provided in the asset sale memorandum attached herewith as “Annexure – B” (“Asset-Lot”).

2. Steps in the proposed disposal Asset-Lot of the Company

The proposed disposal of the Asset-Lots of the Company shall be in the following steps:

Step I – Submission of EoI

Submission of EoI(s) by interested prospective buyers of the Asset-Lots (“Prospective Buyers”) along with the below required documents on or before 14 March, 2020:

Non-Disclosure Agreement (“NDA”); (in the format separately provided at “Annexure -C”)

Eligibility undertaking under section 29A of the Insolvency and Bankruptcy Code 2016; (in the format separately provided at “Annexure - D”)

Consolidated group’s latest audited revenues/turnover and/or assets under management in the same/similar activity, Consolidated Group’s audited Net worth and/or funds available for deployment and last 1 year audited financials.

Step II – Inspection of the Asset and conduct of due diligence by shortlisted Prospective Buyers

The shortlisted Prospective Buyers can visit and inspect the Assets between 10:00 am to 5:00 pm from Monday to Saturday after confirming with the Liquidator and providing sufficient notice to the Liquidator.

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Financial and other information for due-diligence regarding the Assets will be provided via Virtual Data room only.

The shortlisted Prospective Buyers will also be given access to the information and documents related to the Assets for a defined period. Presently, it is envisaged that the site inspections and due diligence by the Prospective Buyers should be completed on or before 18 March 2020. However, this date may be changed or extended at any time and/or Prospective Buyers may be allowed site access beyond this specified date even without any specific extension thereof, for any reasons at the sole discretion of the Liquidator.

For site-visits, a maximum of 3 representatives of the Prospective Buyer are permitted on each visit by 21 March, 2020, subject to prior approval of the liquidator at [email protected]. Further, all transportation / accommodation / lodging expenses and any other associated costs of due-diligence or inspection will be borne by the shortlisted Prospective Buyers.

Step III - Conduct of auction of the “Asset” of the Company

The Assets are intended to be sold under a Public Auction Process as specified under Regulation 33 read with Schedule 1 of the Regulations. However, the mode of sale as well as allocation of Assets are subject to change at the discretion of the Liquidator.

In due course, the Prospective Buyers will be provided with an Asset Sale Process Memorandum (“ASPM”) containing further details and timelines related to the process. Further conditions / criterion including control, lock-in restrictions and other eligibility conditions at the sole discretion of Liquidator may be stipulated in the ASPM document.

Prior to participation in the auction process or otherwise, the shortlisted prospective buyers will also be required to submit an unconditional affidavit to confirm their ‘eligibility’ under Section 29A of the Code in a form acceptable to the Liquidator.

Further, all Prospective Buyers who are desirous of participating in the asset sale process in respect of the liquidation of the Company, must read / understand and comply with all the requirements under the Code, the Regulations and any other applicable law that are in force now or which may come into force subsequently, in relation to the liquidation and all matters incidental thereto. Interested Prospective Buyers are advised to read all the terms and conditions of this EOI before submitting their EOIs. The prospective buyers acknowledges that acquisition of the asset of Lotus Shopping Centres Pvt Ltd – In liquidation pursuant to the EOI Advertisement and EOI Process Document is undertaken on an “as is, where is”, “as is, what is” basis, “whatever there is” basis and the Liquidator is not providing any representations, warranties or indemnities of any kind for Company or in relation the assets of Company. EOI Applicants should regularly visit the website of Company i.e. http://www.lotusshoppingcentres.in to keep themselves updated regarding clarifications/amendments/time-extensions etc., if any.

For any clarifications on the process of submission of EOI, prospective EOI Applicants may contact the Liquidator at [email protected] and [email protected]. The EOI Applicant however acknowledges that the Liquidator has no obligation to respond to the same and that the Liquidator shall incur no liability in case no response is provided. E-Auction Process, submission of the bids and sale of assets of the Company shall be subject to terms of a separate detailed e-auction process document and its terms and conditions.

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mailto:[email protected]

http://www.lotusshoppingcentres.in/home



EOI should be submitted in format given later below by hand or post in a sealed envelope and by email at the communication address below. EOI along with the supporting documents should be submitted in format given below by hand or post in a sealed envelope and by email at the communication address below no later than 14 March, 2020 unless such date is expressly extended by the Liquidator.

Sanjay Kumar Mishra (IBBI/IPA-001/IPP01047/2017-2018/11730) Liquidator Lotus Shopping Centres Private Limited -in Liquidation Email ID for all correspondence related to this matter: [email protected]

Address for submission of EoI: Kind Attn :- Banti Agarwal Grant Thornton India LLP 16th Floor, Tower II, Indiabulls Finance Centre, S B Marg, Elphinstone (W) Mumbai - 400 013 Email: [email protected] Dated: 02 March 2020

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Disclaimer

The Invitation for Expression of Interest for Acquisition of the Assets of the Company, hereinafter

referred to as “the Invitation”, which expression shall be deemed to include any kind of

supplementary document(s) or annexure(s) or information(s) issued in pursuance/furtherance of

the Invitation has been prepared by and being in the capacity of the Liquidator of the Company.

The Invitation does not constitute a prospectus, or an offer document or a letter of offer for sale

of asset of the Company or an official confirmation of any transaction entered into by the

Company. The Invitation is only an invitation for submitting expressions of interest in accordance

with and under the various provisions of the Code read with rules and regulations issued

thereunder to interested parties for submission of response to the Invitation (such parties herein

referred to as “the Applicants”). The Invitation purports to ascertain interest of potential Applicants

and does not create any kind of binding obligation on the part of the Liquidator or the Company

to effectuate the sale of the Assets of the Company.

Applicants are required to make their own evaluations for the purpose of submission of their bids. The Invitation is not intended to be the sole or prima facie basis on which intending Applicants may submit their bids. No part of this Invitation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The Invitation does not amount to a recommendation or advice, either expressly or by implication, with respect to the Company. Nothing in this document is intended to be construed as legal, accounting, financial, regulatory or tax advice. It is understood that each recipient of this Invitation will perform its own independent investigation and due diligence of the Assets of the Company, based on such information as it deems relevant and without reliance on the Liquidator and this Invitation. The Liquidator/Company shall endeavor to provide such cooperation as may be appropriate for carrying any due diligence at the cost and expense of the Applicant. No claim shall lie against the Liquidator with respect to the contents of this Invitation. Recipients of this Invitation must check and observe all applicable legal requirements including the provisions of the Insolvency and Bankruptcy Code 2016.

Recipients of the data / information are suggested to exercise their own judgment and verify facts

and information before taking any decision without any recourse to the Liquidator or any of the

professionals engaged by the Liquidator. The Liquidator is not in a position to evaluate the

reliability or completeness of the information obtained. Accordingly, the Liquidator expresses no

opinion or any other form of assurance on the historical or prospective financial statements,

management representations or other data of the Corporate Debtor.

No statement, fact, information (whether current or historical) or opinion contained herein or as

part of the inviting and accepting EOI should be construed as a representation or warranty,

express or implied, of the Liquidator or the Corporate Debtor (or their advisors);and none of the

Liquidator, Corporate Debtor (including their advisors) or any other persons/entities shall be held

liable for the authenticity, correctness or completeness of any such statements, facts or opinions

and any such liability is expressly disclaimed. This document may not be all inclusive and may

not contain all of the information that the recipient may consider material.

The Liquidator retains the right and discretion, as it deems fit, to withdraw the Invitation or modify

all or part of the process at any stage without assigning any reason and without any liability. The

Liquidator is not committed either contractually or in any other way to the Applicants whose

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applications are accepted. The issue of this Invitation does not commit or otherwise oblige the

Liquidator or the Company to proceed with the process or any part of it. The Liquidator has the

right to disqualify or reject any Applicant at any stage without any liability.

No claims against the Liquidator or the Corporate Debtor or any of their official, representative,

affiliates, associate, advisor, agent, director, partner or employee would arise out of this Invitation.

The terms of the Invitation are to be read subject to this Disclaimer. The provisions of this

Disclaimer take precedence over any other provision of the Invitation, which is inconsistent with

or otherwise conflicts with any provision of this Disclaimer. The Liquidator may update, amend or

supplement the information in this Invitation which shall be duly communicated.

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[On the Letterhead of the Entity Submitting the EoI]

EXPRESSION OF INTEREST

Date: _____________

To,

Mr. Sanjay Kumar Mishra Liquidator Lotus Shopping Centres Private Limited (In liquidation) Grant Thornton India LLP 16th Floor, Tower II, Indiabulls Finance Centre, S B Marg, Elphinstone (W) Mumbai - 400 013, India

Subject: Submission of Expression of Interest (“EoI”) for Lotus Shopping Centres Private

Limited (in Liquidation) (“Corporate Debtor”) in response to Invitation dated 02

March 2020 by the Liquidator.

Dear Sir,

In response to your Invitation, we hereby submit an EoI with regard to the acquisition of the

assets of the Lotus Shopping Centres Private Limited (in Liquidation).

We have also set out the following information required in the format prescribed as an

Annexure to this EoI;

We have attached necessary information and documents as mandated while submitting the

EoI. We undertake that the information furnished by us in this EoI and the Annexure is true,

correct, complete, and accurate. Further, we agree and acknowledge that:

a. We have read and understood the terms and conditions stipulated in the Invitation and

acknowledge that the Liquidator reserves the right to determine at their sole discretion,

whether or not we qualify for the participation in the sale process and may reject the EoI

submitted by us without assigning any reason whatsoever;

b. the Liquidator reserves the right to request for additional information or clarification from

us for the purposes of the EoI and we shall promptly comply with such requirements.

Failure to satisfy the queries of Liquidator may lead to rejection of our participation

pursuant to EoI;

c. submission of this EoI alone does not automatically entitle us to participate in the next

stage of the sale process;

d. any changes in the details provided under the EoI or any material adverse change

affecting the EoI or ability to participate shall be intimated immediately and not later than

3 (three) business days to the Liquidator; and

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e. we have read and understood the provisions of the IBC and the rules and regulations

framed thereunder as applicable to the liquidation process, and have also obtained

independent advise in relation to the same.

[I/We] represent and confirm that [I/we], and no other person acting jointly or in concert with

[me/us] is disqualified under the provisions of Section 29A of the IBC to participate in the

Auction Process as on the date of this Undertaking.

Sincerely yours, On behalf of [Insert the name of the entity submitting the EoI]1

Signature: ________________________ Name of Authorised Signatory: Designation (no less than a Director or Partner of the entity): Company Seal/Stamp

1 Note: The person signing the EoI and other supporting documents should be an authorised signatory supported by necessary board resolutions/authorization letter or the Director or Partner of the entity itself may sign the EoI

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Annexure

[Note: In case of joint EoIs, the details set out below are to be provided for each of the entities / groups submitting each joint EoI.]

1. Name and Address:

a. Name of the Firm/Company/Organisation: b. Address: c. Telephone No: d. Email: e. PAN/CIN:

2. Date of Establishment:

3. Core Area of Business:

4. Contact Person:

a. Name: b. Designation: c. Telephone No: d. Mobile No: e. Email:

5. Company/FI Profile:

a. Company Financial Profile (consolidated / standalone as applicable):

[Note: The Company profile should necessarily include net worth and revenue numbers including audited financials of the preceding one year, which shall not be earlier than March 31, 2019. Where the entity submitting the EoI is a financial investor / fund entity, please provide details pertaining to ‘asset under management’ and/or “committed funds’ for the preceding one year or the committed funds available as on March 31, 2019, for investment.]

b. Names & DIN of Directors including Independent Directors

c. Experience of the Company in the relevant sector.

d. Authorization to the Signatory (in case the bidder is a legal entity)

e. Bank details of EOI Applicant:

f. Names of key lenders, if any, to the Company or its affiliates

g. History if any, of the Company or affiliates of the Company being declared a ‘willful

defaulter’, ‘non-cooperative borrower’, ‘non-impaired asset’ or ‘non-performing asset’.

h. Any other relevant details which would be useful for the Liquidator to be aware of in

respect of the EoI including but not limited to their eligibility/ineligibility pursuant to conditions prescribed under Section 29A of the IBC.

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ANNEXURE A Page 5 of Economic Times (All Edition) & Page 3 of Kannada Prabha on 02 March, 2020

Page 3 of Kannada Prabha

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ANNEXURE B- Asset Sale Memorandum (Asset Lot)

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Lotus Shopping Centres Private Limited.(In Liquidation)

Asset Sale Memorandum

February 2020

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2Lotus Shopping Centres Private Limited (Asset Sale Memorandum) | February 2020

Contents

Company Snapshot 4

Industry Overview 5

Asset Overview

• Market Opportunity 7

• Factors to Increase footfall 8

• Asset Attraction 9

• Asset Location 10

• Stage of Completion 12

• Floor Plans 13

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As you may be aware, The Hon’ble NCLT, Bengaluru Bench, vide their order I.A. No. 245 of 2019 in C.P. (IB)

No. 66/BB/2017 (“Order”) dated 18th June 2019 has ordered the liquidation process to begin for the assets

of Lotus Shopping Centres Private Limited – In Liquidation ("Company") and has appointed Mr. Sanjay

Kumar Mishra (Reg. No. IBBI/IPA-001/IP-P01047/2017-18/11730) as the Liquidator of the Company.

Section 35 of the Insolvency and Bankruptcy Code, 2016 (“the Code”), inter-alia, empowers the Liquidator to

sell the immovable and movable property and actionable claims of a company in liquidation by public auction

or private contract, with power to transfer such property to any person or body corporate, or to sell the same

in parcels in such manner as may be specified.

In view of the same, the assets of the company which mainly consist of an under-construction Shopping Mall

situated at 2-16/139, NH-73 Main Road, Kulshekar, Mangalore - 575005 is proposed to be sold on

standalone asset basis.

This document is aimed at providing interested buyers key details about the Asset being offered for sale

under liquidation process.

Preface

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Particulars Description

Name Lotus Shopping Centres Private Limited - In Liquidation

Date of Incorporation 30 November 2007

Business Avenue Construction and operation of commercial leasing spaces

Registered Office Door No. 15-8-441/50, Shop No.46, 1st Floor, Yenepoya Mall, Kadri Road Mangalore Dakshina

Kannada, 575003

Business Units Lotus Shopping Mall - Kulshekara, Mangalore (Karnataka)

Area Details Built Up Area - 1,121,737 sq. ft. approx.

Available Lease Area – 8,30,402 sq. ft approx.

Leasable Area for which Letter of Intent (LOI) already Received – 367,577 sq. ft.

Key Anchor Lessee’s

(LOIs Received)

BATA INDIA, LEVIS, Marks & Spencer, Shoppers Stop Ltd, Monte Carlo Fashions, INOX, Celio Future

Fashion, Timex Watches, Jubilant Food

Company Snapshot

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Scenario

Key Drivers

Notable

Trends

• Currently, retail accounts for a small portion of the

Indian real estate market.

• Organized retailers are few and the organized retail

space is mostly developed by residential/office space

developers.

• Booming consumerism in India to boost mall sales.

• Organized retail sector growing 25-30 per cent

annually.

• Entry of MNC retailers into the domestic market.

• Younger consumers, below 30 years of age, having

exposure to global retail are expected to drive demand

for organized retail.

• Around 32 new malls with area of 13.5 million sq.ft are

expected to start operations in 2019

• Mumbai, National Capital Region (NCR), Bengaluru and

Kolkata witnessed highest growth in retail real estate

during 2018.

• During January-March 2019, investment in real retail

estate jumped to INR 1,000 crores.

150

160

170

180

190

200

210

220

230

240

250

2012 2013 2014 2015 2016 2017

Number of Malls In India

Number of Malls

Industry Overview (Growth In Retail Industry)

Source: https://www.ibef.org

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• Real Estate (Regulation and Development) Act (RERA) 2016 will make the Sector more transparent

• FDI in multi brand retail to boost demand

• Investment in reality sector rose by 7% in first Quarter of 2019 to INR 17,682 Crores

• Indian Real estate sector attracted institutional investment worth US$ 30 billion during the decade

• Rapid urbanization bodes well for the sector.

• The number of Indians living in urban areas is expected to reach 543 million by 2025.

• Business activity shifting from Tier 1 to Tier 2 Cities, resulting in increase in disposal income.

• Real Estate has become a preferred asset class for investments

• About 10 Million people migrate to cities every year.

• Growing economy driving demand for commercial & retail space

Robust DemandAttractive

Opportunities

Policy SupportIncreasing Investments

Investment

Rational

Industry Overview (Commercial Mall)

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Market Opportunity

High-end shopping

experience without the

necessity of going to a

Tier-1 city

Largest Mall of the City2nd Largest Mall In Karnataka

Located Near to The Nanthoor Circle

(City’s Most Prime & Busy Spot)

Easy accessibility from

all 4 means of

transport viz. Air,

Road, Rail & Sea.

Located in a city with

round the year tourists,

both domestic and

international

2nd best business

destination in the state

and the 13th best in the

country

`Located In Heart of South

Indian Port City

MangaloreA chief port town and the

gateway to the Indian

state of Karnataka

City is included in the 100

Smart Cities Mission list

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Economic Development

Increase In Employment

Increase in Tourism

Globalisation And

Urbanisation Development of

Infrastructure

`Located In Heart of South

Indian Port City

Mangalore

Increase In

Disposable Income

Brand Penetration

focus for Tier 2 Cities

(esp. for upcoming

smart cities)

Factors For Revenue Potential

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Food Court

(14 Food Counters, 3 Fine

Dinning, 3 QSR, 1 Café)

Anchors / Mini Anchors

(18 Stores)

Retail Stores

(130 Stores)

8 Cinema Screens (alternatively this space can

be used for Social Gatherings)

Enticing Youth & Middle

Aged Population by means

of Topliner Activities

Bowling Alleys

Box Cricket

1000 Space Underground

Parking Garage

3/4 Star Category inbuilt Hotel with 100 keys(125,861 sq. ft.)

Asset Attractions

(830,402sq. ft.)

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Google location: 12.884200, 74.874400

~12 KM

~06 KM

~01 KM

Mangalore airport is ~12 KM

away from the Mall.

Mangalore railway station is

~06 KM away from the Mall.

National Highway 73 is less

than 1 KM from the Mall.

Location (Connectivity)

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Location (Satellite Map)

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0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

RCC HVAC Plumbing Electricity

Mall Stage of Completion

Type of Work

Cost Incurred RCC – 221 Crores (Approx.)

HVAC – 19 Crores (Approx.)

Electricity – 10 Crores (Approx.)

Plumbing – 2 Crores (Approx.)

RCC – Reinforced Cement Concrete

HVAC - Heating, Ventilation, and Air Conditioning

Stage of Completion

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Leasing Floor Plans (BASEMENT-2 FLOOR)

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Leasing Floor Plans (BASEMENT-1 FLOOR)

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Leasing Floor Plans (LOWER GROUND FLOOR)

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Leasing Floor Plans (UPPER GROUND FLOOR)

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Leasing Floor Plans (FIRST FLOOR)

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Leasing Floor Plans (SECOND FLOOR)

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Leasing Floor Plans (THIRD FLOOR)

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Leasing Floor Plans (FOURTH FLOOR)

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ANNEXURE C- Format for Confidentiality Undertaking

To, Mr. Sanjay Kumar Mishra Liquidator of Lotus shopping Centres Private Limited IBBI Registration no. IBBI/IPA-001/IPP01047/2017-2018/11730 Grant Thornton India LLP, 16th Floor, Tower II, Indiabulls Finance Centre, S B Marg, Elphinstone (W) Mumbai - 400 013, India

Subject: Confidentiality Undertaking with respect to Expression of Interest (“EOI”) for participating in the E-Auction Process for Lotus Shopping Centres Private Limited (in liquidation) (“Corporate Debtor”)

Dear Sir, 1. This acknowledgement and undertaking (“Undertaking”) is being furnished by

___________________________ (“Recipient”, which term where relevant includes all directors, employees, agents, and consultants, advisors, successors and assigns of the Recipient), in respect of the Confidential Information (as defined herein) provided / to be provided to us in relation to Lotus Shopping Centres Private Limited (the “Corporate Debtor” or the “Company”) including in respect of its asset, and is further to the confidentiality obligations of the Liquidator under the provisions of the Insolvency and Bankruptcy Code, 2016 (“Code”) which term includes all rules and regulations made thereunder).

2. I/We understand, acknowledge and agree that any and all information supplied, whether by you, the Corporate Debtor or anyone else on your or the Corporate Debtor’s behalf, to us or to any other person on our behalf, including any third parties (“Secondary Recipient”) in relation to E-Auction Sale Process including submission of an Expression of Interest, or any information provided pursuant to any request made by us and in each case information whether in written form, electronically or orally and in any medium whatsoever, shall constitute “Confidential Information” for the purposes of this Undertaking. Confidential Information shall also include information or documents generated or derived by the recipients of Confidential Information that contains, reflects or is derived from any Confidential Information. However, Confidential Information shall not include: (a) information which, at the time of disclosure to the Recipient or Secondary Recipient(s),

is in the public domain through no violation of the provisions of the Code or a breach of this Undertaking or any similar undertakings executed by the other stakeholders (which term shall have the meaning in the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (“Liquidation Regulations”)) of the Corporate Debtor and their respective advisors; or

(b) information which, after disclosure to the Recipient or Secondary Recipient(s), becomes publicly available and accessible through no violation of the provisions of the Code or a breach of this Undertaking or any similar undertakings executed by the other stakeholders (which term shall have the meaning in the Liquidation Regulations) of the Corporate Debtor and their respective advisors; or

(c) information which was, lawfully and without any breach of this Undertaking or any similar undertakings executed by the other stakeholders (which term shall have the meaning in the Liquidation Regulations) of the Corporate Debtor and their respective advisors, known to, or in the possession of, the Recipient or Secondary Recipient(s)

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prior to its disclosure, as evidenced by the records of the Recipient or Secondary Recipients; or

(d) information which is permitted by you or your authorized nominees/ persons to be disclosed solely for legal or regulatory requirements, provided that the obligation upon the Recipient to maintain confidentiality of such information permitted to be disclosed shall continue for all other purposes under this Undertaking;

(e) information which was independently developed by any party (including the Recipient and the Secondary Recipient) without breach of this Undertaking, and not on the basis of Confidential Information, that is required to be disclosed on account of an order of a court or due to any requirement of law, regulation or any competent judicial, supervisory, regulatory or administrative authority/ body including the directions of any regulatory authority applicable to, or having jurisdiction over, the Recipient and the Secondary Recipient, or in any other legal proceedings (including the National Company Law Tribunal, Insolvency and Bankruptcy Board of India, any other court, tribunal or government authority) or pursuant to the guidelines of regulatory/administrative authority or stock exchange. The Recipient shall disclose such information only with prior intimation to the Liquidator or the Corporate Debtor or any person authorised on their behalf.

3. The Recipient hereby acknowledges, agrees and undertakes that: (a) the Confidential Information provided by the Liquidator (which term shall have the

meaning in the Code) in relation to the liquidation process (“Liquidation”) of the Corporate Debtor has been accepted by the Recipient and shall be utilized only in accordance with the Code;

(b) this undertaking shall be valid in perpetuity; (c) the Confidential Information shall be kept secret and confidential by the Recipient and

shall be used solely as allowed under the Code; (d) the Recipient shall not use Confidential Information to cause an undue gain or undue

loss to itself or any other person; (e) the Recipient shall comply with the provisions of law from time to time in force relating

to confidentiality and insider trading; (f) the Confidential Information may only be disclosed to and shared with third parties (the

“Secondary Recipients”), in accordance with applicable laws, including in relation to confidentiality and insider trading, and terms of this Undertaking on a strict need-to-know basis and only to the extent necessary for and in relation to participation in the Liquidation process of the Corporate Debtor, provided that the Recipient shall ensure that such Secondary Recipients shall strictly be bound by obligations that are at least as restrictive as those stated in this Undertaking. The Recipient shall be liable for any breach of this Undertaking due to any action or omission of any Secondary Recipient and in this regard this Undertaking would be read as if the Secondary Recipient were a party hereto with all references to Recipient being a reference to Secondary Recipient;

(g) it shall immediately disclose to the Liquidator, if so required by the Liquidator, the names and details of any and all Secondary Recipients;

(h) it shall ensure that all Confidential Information is kept safe and secured at all times and is properly protected against theft, damage, loss or unauthorised access, hacking, etc.;

(i) by virtue of this Undertaking, it has not acquired, does not and shall not acquire at any time hereafter any right, title or interest of any nature whatsoever in the Confidential Information including any intellectual property;

(j) the Recipient shall protect any intellectual property of the Corporate Debtor it may have access to;

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(k) no representation or warranty has been provided in relation to the authenticity or adequacy of the information provided, including Confidential Information, for the purposes for which the same has been received /sought by the Recipient and the Recipient shall not have any claim against the Corporate Debtor or the Liquidator in relation to any information provided. Further the Recipient merely because of receipt of any information or execution of this Undertaking shall not have any rights or entitlement against the Liquidator for undertaking any action/transaction in connection with the Liquidation of the Corporate Debtor;

(l) the Recipient shall use the same degree of care to protect the Confidential Information as the Recipient uses to protect its own confidential information but no less than a reasonable degree of care to prevent the unauthorised access, use, dissemination, copying, theft and/or republication of the Confidential Information; and

(m) the Recipient shall promptly notify the Liquidator of any Confidential Information which has been lost, disclosed or used by any unauthorised third party, however such notification shall not relieve the Recipient from its liability arising out of breach of this Undertaking.

4. Recipient acknowledges and agrees that in the event of breach or threatened breach of

the terms of this Undertaking, the Corporate Debtor shall suffer irreparable damages, for which monetary compensation may be an inadequate remedy. Accordingly, it is agreed that in addition to any other remedy to which they jointly or severally may be entitled to at law or in equity, the Liquidator and the Corporate Debtor jointly or severally shall be entitled to seek an injunction to prevent a breach or threatened breach of this Undertaking and/ or specific performance of the terms of this Undertaking and/or any other remedies available at law. The Recipient shall indemnify you and the Corporate Debtor on demand in respect of any type of liability, loss, damage, claims and expenses (including legal/attorney fees) arising out of or in connection with breach of this Confidentiality Undertaking by the Recipient.

5. The Liquidator makes no representation, warranty or inducement, whether express or implied, as to the accuracy or completeness of the Confidential Information and shall not be liable to the Recipient for any damage arising in any way out of the use of, or termination of the Recipient’s right to use the Confidential Information.

6. This Undertaking and any dispute, claim or obligation arising out of or in connection with it shall be governed by and construed in accordance with Indian law and the courts and tribunals at Mumbai shall have exclusive jurisdiction over matters arising out of or relating to this undertaking.

IN WITNESS WHEREOF I/We have set our hands hereunder on this ________________________day of ____{Month}, 2020 at _________________________. SIGNED AND DELIVERED BY: For and on behalf of _________________________ WITNESS: (Signature) (Signature) (Name) (Name) (Address) (Address)

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ANNEXURE D - Format for undertaking confirming Eligibility under IBC

Date: [●]

Mr. Sanjay Kumar Mishra Liquidator of Lotus Shopping Centres Private Limited IBBI Registration no. IBBI/IPA-001/IP-P01047/2017-2018/11730

Grant Thornton India LLP 16th Floor, Tower II, Indiabulls Finance Centre, S B Marg, Elphinstone (W) Mumbai - 400 013 Email: [email protected]; [email protected];

Sub: Undertaking by [●] on eligibility of [●] under Section 29A of the Insolvency and

Bankruptcy Code, 2016. Dear Sir,

I [Insert name of the authorized person of the EOI Applicant], son of/ daughter of [●], aged

about [● ] years, currently residing at [Address to be inserted] and having Aadhaar / Passport

number [●], an authorised officer of [name of the EOI Applicant] having [registered] office at

[_______] (“EOI Applicant”, a term which also includes any person acting jointly or in concert

with the EOI Applicant), on behalf of the EOI Applicant, do solemnly affirm and state to Mr.

Sanjay Kumar Mishra, the Liquidator of M/s. Lotus Shopping Centres Private Limited

(“Company/Corporate Debtor”) as follows:

1. That the EOI Applicant and any person acting jointly with the EOI Applicant or in

concert with EOI Applicant or any person who is a ‘connected person’ (as defined

under the Insolvency and Bankruptcy Code, 2016 (“Code”)), listed herein as ‘Exhibit

A’ is not ineligible to be a resolution applicant under the Code including as per

Section 29A of the Code to participate in the Auction Process.

2. That the EOI Applicant unconditionally and irrevocably represents, warrants and

undertakes that it shall provide all data, representations, documents and

information as may be required by the Liquidator to verify the statements made

under this affidavit.

3. That in the event any of the above statements are found to be untrue, incomplete

or incorrect, then the EOI Applicant unconditionally agrees to indemnify and hold

harmless the Liquidator against any losses, claims or damages incurred by the

Liquidator on account of such ineligibility of the EOI Applicant.

4. That the list of the connected persons of the EOI Applicant / or the person acting

jointly or in concert with it or any of the connected person(s) set out in Exhibit A

is exhaustive and complete in all respects and the names of all the connected

persons of the EOI Applicant have been set out thereunder without any omission

whatsoever

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5. That I declare and undertake that in case [insert name of EOI Applicant/ or the

person acting jointly or in concert with it or any of the connected person(s)] or the

person acting jointly or in concert with it or any of the connected person(s)

becomes ineligible at any stage during the Liquidation Process, it would inform

the Liquidator forthwith on becoming ineligible.

8. That I confirm that the said declaration and disclosure is true and correct and I

agree to compensate the Liquidator for any cost incurred in relation to

ascertaining the veracity of this declaration.

9. That I confirm that in case of any failure in complying with the undertaking

mentioned in the preceding paragraphs, the Liquidator shall have the right to

disallow the EOI Applicant from participation in the Auction Process and also to

take any legal action.

10. That I am duly authorized to submit this declaration by virtue of [●]. The said

document is true, valid and genuine to the best of my knowledge, information and

belief.

(DEPONENT)

VERIFICATION

I, the deponent above, do hereby solemnly declare and affirm that the above statement

given by me is true and correct to the best of my knowledge and belief and nothing

stated above is false or misrepresentation or misleading.

(DEPONENT)

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lotus shopping centres private limited in liquidation 1

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