REQUEST FOR QUALIFICATION (RFQ) 1: Format for Letter of EoI, ... by Government of India. ......

REQUEST FOR QUALIFICATION (RFQ) FOR SALE OF FOUR UNITS (NON-OPERATING)

OF CEMENT CORPORATION OF INDIA LIMITED

ISSUED BY:

SBI CAPITAL MARKETS, IN ITS CAPACITY AS

“ADVISOR”

AND IFCI LIMITED IN ITS CAPACITY AS

“MONITORING AGENCY”

AUGUST 12, 2013

REQUEST FOR QUALIFICATION -

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INDEX 1 The Company ........................................................................................................................................................................................................................................................................................... 2

2 The Proposed Transaction ..................................................................................................................................................................................................................................................................... 3

3 Eligibility Criteria for the Interested Parties: ....................................................................................................................................................................................................................................... 8

4 Instructions For Submission of EoI ................................................................................................................................................................................................................................................... 10

5 Disqualifications ..................................................................................................................................................................................................................................................................................... 12

ANNEXURES

Annexure 1: Format for Letter of EoI, in case there is a Sole IP ............................................................................................................................................................................................................ 13Annexure 2: Format for Letter of EoI, in case there is a Consortium of IPs ....................................................................................................................................................................................... 17Annexure 3: Format for Confidentiality Undertaking ............................................................................................................................................................................................................................... 21Annexure 4: Format for Power of Attorney ............................................................................................................................................................................................................................................... 22

Definitions: Unit(s): The non – operating units of Cement Corporation of India Limited proposed for outright sale Interested Party (IP): Party submitting the expression of interest for buying one or more units of Cement Corporation of India Reserve Price: Price set by Asset Sale Committee with respect to each unit as provided in the advertisement Financial Bid: Bid submitted by the qualified interested parties more described in the Request for Proposal document which will be provided to qualified interested parties CIM: Confidential Information Memorandum will be provided to qualified interested parties RFP: Request for Proposal, a document detailing the transaction process will be provided to the qualified interested parties


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1 THE COMPANY

1.1 Cement Corporation of India Limited (“CCI” or “Company”) was incorporated on January 18, 1965 as a wholly owned Government of India (“GoI”) Company and registered under the Companies Act, 1956. The Company was set up with the following objectives:

To prospect, survey and provide cement grade limestone deposits for the cement industry;

To exploit available cement grade limestone; To install sufficient cement manufacturing capacity; To meet the growing demand of cement for the purpose of

development of the country; and To reduce regional imbalances;

1.2 With these objectives, the Company set-up its units at locations which were ill equipped in terms of adequate infrastructure facilities. As a result, the Company had to make provisions for even the basic facilities at the units. These social costs resulted in over-capitalisation of the units and led to higher cost of production of cement as compared to industry standards. This eventually affected the performance and profitability of the Company and its net worth was eroded.

1.3 In 1996, CCI filed a reference with Hon’ble Board for Industrial and Financial Reconstruction (“BIFR”) and was declared a sick industrial company on August 8, 1996. IFCI Limited (“IFCI”) was appointed as the Operating Agency and subsequently the

Hon’ble BIFR on 3rd May 2006, directed the sale of the non-operating units of CCI.


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2 THE PROPOSED TRANSACTION

2.1 IFCI, in its capacity as the “Monitoring Agency”, proposes to undertake an outright sale of the four Units (non-operating) of CCI, in accordance with the directives of BIFR (“Proposed Transaction”).

2.2 SBI Capital Markets Limited (herein after referred to as “SBICAP” or “Advisor”) has been appointed as advisor for this purpose. An Asset Sale Committee (“ASC”) has also been constituted by the BIFR for carrying ahead the sale process of the Units.

2.3 Through an advertisement dated August 12, 2013 (“Advertisement”), the Advisor invited, on behalf of IFCI, Expressions of Interest (“EoI’s”) from Interested Parties (as defined under 3.1) for the outright sale of four Units (non-operating) of CCI, whose brief details have been provided below in Table 1.

2.4 Units are proposed to be sold on an “as is where is” basis and without any obligation to continue the staff employed at the Units, if any. The buyer will not be passed on any existing liability of Units. There will be no restriction on the background of the buyer, i.e., the buyer need not necessarily have any prior experience in the cement industry. There will also be no restriction on how the buyer intends to use the Units post sale so long as it is permissible as per the laws of land.

2.5 Through this RFQ, the Advisor is providing the IP’s with instructions for submitting their EoI’s to the Advisor, in order to proceed with the Proposed Transaction.

2.6 This RFQ contains the following: • Detailed Eligibility Criteria • Format of EoI for a Sole Interested Party • Format of EoI for a Consortium of Interested Parties • Instructions for Submission of EoI with Initial Non-

refundable Deposit • Format of Confidentiality Undertaking • Format of Power of Attorney in case of submission of EoI

by a Consortium of Interested Parties 2.7 IPs if shortlisted, will be provided a Confidential Information

Memorandum (“CIM”) and the Request for Proposal (“RFP”). The CIM and RFP will provide further details of Units and the Proposed Transaction.

2.8 Subsequently a site visit (cost of which need to be borne by the IPs) would be scheduled to facilitate the IPs in their assessment.

2.9 On completion of site visit, the IPs would be given access to the data room to review the documents pertaining to Units. In an effort to meet administrative expenses, a non-refundable fee of Rs. 1,00,000/- per unit will be payable by way of demand draft/pay order for the purpose by the IP.

2.10 The sale process for the units will be carried out via an e-Auction process, which will be carried out by M/s e-Procurement Technologies Ltd. on behalf of


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Advisor/IFCI/CCI. Details regarding the same will be subsequently shared with the IPs in the RFP.

2.11 IPs may note that, in order to participate in the e-Auction, they will need to have a valid Digital Certificate in their name (in case of an individual)/ Company Name (in case of IP who is registered as a corporate body)/ Name of lead member of Consortium issued by any of the Certifying Authority approved by Government of India. For further details, the IP may contact following representative of M/s e-Procurement Technologies Ltd., whose contact details are presented below: Mr. Dilip Gupta

E-Procurement Technologies Ltd., A – 201 -208, Wall Street – II , Opp. Orient Club ,Nr. Gujarat College, Ellisbridge ,Ahmedabad - 380006, Gujarat Landline : 079-4000 5444| Fax No : 079 - 40016816 / 76 | Mobile : +91-96876 71333 , 96878 97890 Email Id : [email protected] IPs may note that this is NOT part of the Eligibility Criteria prerequisite to submit an EOI for Units; however, they are advised that the Digital Certificate issued by the Certifying Authority will be necessary to participate in the e-Auction and no IP, if qualified and shortlisted, will be allowed to participate in the e-Auction without this Digital Certificate.

2.12 EoI’s are liable to be rejected in case the ASC is not satisfied with the qualifying criteria of the IPs or for any other reason

deemed fit, without assigning any cause whatsoever. 2.13 CCI/IFCI/SBICAP reserves the right to modify/cancel or call

off the Proposed Transaction without assigning any reason whatsoever. It also reserves the right to call for any additional document/information from the IPs that may be considered necessary.

2.14 The Advisor/CCI/IFCI reserves the right not to respond to questions raised or provide clarifications sought, in their sole discretion. Nothing in this document shall be taken or read as compelling or requiring the Advisor/ CCI/IFCI to respond to any question or to provide any clarification. No extension of any time and date referred to in this RFQ shall be granted on the basis or grounds that the Advisor/CCI/IFCI has not responded to any question/ provided any clarification.

2.15 In case of any dispute between the parties in respect of interpretation of the terms of Advertisement inviting EOI’s/ RFQ or anything arising there from, such dispute or difference shall be referred to the Chairman, ASC. The Chairman of ASC shall be empowered to adjudicate and decide the disputes, if any, between the parties and his decision shall be final, conclusive and binding on both the parties. The laws of Union of India shall govern all matters relating to the Proposed Transaction. All disputes will be subject to jurisdiction of the Courts at Delhi (with exclusion of all other Courts).

TABLE 1: DETAILS OF UNITS OF CCI CONSIDERED FOR THIS TRANSACTION

mailto:[email protected]�


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Particulars Akaltara Nayagaon Mandhar Kurkunta

District Bilaspur Neemuch Raipur Gulbarga State Chattisgargh Madhya Pradesh Chhattisgarh Karnataka Address Akaltara

Cement Factory, PO: Akaltara Distt: Bilsapur – 495549

Nayagaon/Neemuch Cement Plant PO: Nayagaon Distt: Mandsaur – 495549

Mandhar Cement Factory, PO Mandhar Dist Raipur-493111

Kurkunta Cement Factory, PO Kurkunta Taluk Sedam Dist Gulbaraga 585216, Karnataka

Manufacturing Process

Dry process technology

Dry process, 4 stage suspension pre-heater technology

Wet process technology

Wet process technology

Capacity (lakh tpa)

4.00 4.00 with 10.00 Clinkerisation facility

1.98 (clinker), 3.80 for PSC

1.98

Non operational since

1996 1997 1996 1998

Total Land 1024.67 Acres 537.606 Hectares 945.74 Acres 932.18 Acres

Mines Residual Reserves 30.54 MT 76.50 MT 45.25 MT 132.67 MT Mineable Reserves 36.29 MT 78.17 MT 51.55 MT 138.88 MT Probable Additional Reserves

20.44 MT 13.40 MT 12.09 MT -

Inputs Power Chhattisgarh

State Electricity Board (CSEB)

Madhya Pradesh State Electricity Board

State Electricity Board

Karnataka State Electricity Board


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Railway siding Own Railway Siding, and Broad Gauge Rail lines are tapped from Akaltara Railway Station.

The Unit has its own Railway Siding, with both Broad Gauge and meter gauge lines.

The Unit has its own Railway Siding, and a Broad Gauge Rail lines have been tapped from Mandhar Railway Station.

The factory is connected to Kurkunta station on S.C. railway by a broad gauge siding of about 2 km length. The factory also has a broad gauge Locomotive for shunting of broad gauge Wagons.

Source of Raw Material

Limestone Captive mines Captive mines Captive mines Captive mines

Coal South Eastern Coal Fields Limited at Bilaspur, 110 km from Unit

South Eastern Coalfields Ltd. and Assam Coal Fields which are around

1225 kms from the Unit.

Sourced as per the allotted linkages from South Eastern Coal Fields Limited at a distance of 191 kms.

Sourced as per the allotted coal linkage from M/s. Singareni Coal Ltd.at a distance of 380 kms.


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Gypsum Cormandel Fertilizer, Vizag approx. 730 kms from the Unit

Rajasthan State Mineral Development Corporation, Bikaner , with an average lead distance of 350 Kms.

Sourced from Cormandel Fertilizer, Vizag (chemical) & Rajasthan State Mineral Development Corporation, Rajasthan(mineral)

Was procured from Rashtriya Chemical Fertilizers Ltd., Mumbai.

Marketing Arrangements

Had served markets at Chandigarh, Cossipur, Shalimar, Ghaziabad, Siliguri, Guwahati, Lucknow, Allahabad, Varanasi, Faizabad, Kanpur, Gorakhpur, Barelly, Mau, Patna, Muzzafarpur, Ranchi, and Bhopal.

The marketing of the cement

produced at the Nayagaon Unit has been undertaken by

the dumps at Nimbahera, Delhi and Indore dumps

of CCI besides direct sales from the

Unit.

In the past, the Unit had served markets at Delhi, Cossipur, Shalimar, Burdwan, Siliguri, Imphal, Lucknow, Allahabad, Varanasi, Faizabad, Kanpur, Gorakhpur, Basti, Deoria, MAU, Patna, Muzafarpur, Mokama, Ranchi, Bhopal, Nagpur.

Unit is located close to Maharashtra, Karnataka and Andhra Pradesh regions. In the past, the Unit had served markets at Hyderabad, Banglore, Nasik, Solapur, Pune, Kolhapur, etc.

Reserve Price (Rs. Crore)

183

460

419

259


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3 ELIGIBILITY CRITERIA FOR THE INTERESTED

PARTIES:

3.1 Any individual (resident of India, non-resident Indian or a person of Indian origin, as defined under Foreign Exchange Management Act, 1999), trust, co-operative society, private limited company, public limited company, sole proprietary firm or a partnership firm, all registered in India or a company registered outside India, which is eligible to invest in India under the laws of India (subject to such parties obtaining all statutory approvals from GoI/FIPB/RBI etc. by themselves) (“Interested Parties or IP/s”).

3.2 In case an IP is desirous to submit EoI for a single Unit, it should have a minimum net worth of 30% of the Reserve Price set for the respective Unit that it desires to put the Financial Bid for.

3.3 In the event an IP desires to submit the EoI for more than one Unit then it will be required to have a net worth of at least 30% of highest of the Reserve Price(s) of the Units it submits its EoI for. For avoidance of doubt, it is clarified that prior to the stage of Financial Bid, the said IP will be required to identify the number of Units that it wants to proceed with the Financial Bid for and in such an event the Financial Bid/s of the said IP will be qualified only if its net worth is at least 30% of the aggregate Reserve Price of the all the Units it would submit its Financial

Bid for. The same is illustrated by means of the following example:

EXAMPLE 1:

IP “A” has submitted its EoI for three Units, say Unit 1 (Reserve Price X), Unit 2 (Reserve Price 2X) and Unit 3 (Reserve Price 3X). Since the Reserve Price for Unit 3 is the highest, the IP is required to have a minimum Net Worth of 30% of 3X for qualifying as a QIP for being able to participate in the Due diligence consisting of the Site Visit and the Date Room Review. Subsequently, after the Due Diligence, if the QIP desires to submit Financial Bids for all three Units, then the QIP should have a minimum Net Worth of 30% of (X + 2X + 3X). In case it is found that QIP A has submitted Financial Bids for all three Units BUT its Net Worth is less than 30% of (X + 2X + 3X), then the Financial Bid/s for the IP for any and all Units shall be rejected, even though it may be greater than 30% of (X + 2X) and he may be otherwise qualified for submitting Financial Bids for either both of Units 1 and 2 or only Unit 3. 3.4 Consortium of IPs (“Consortium”/ “Consortia”) may also

participate in the Proposed Transaction. For a Consortium, the combined net worth of all the members of the Consortium should meet net worth criteria as mentioned in 3.2 and 3.3 above for each respective Unit or for more than one Unit, as may be applicable. The lead member of the Consortium should meet 51% of the net worth criteria (i.e., 30% of the Reserve Price) as mentioned in 3.2 and 3.3 above for each respective Unit or for more than one Unit, as the case may be. Further, in the case of Consortium bid, the net worth of only those members of the Consortium shall be counted who propose to take at least 10% of the equity stake in the company promoted/to be promoted by the Consortium members for participating in the Proposed Transaction. Members of one Consortium are not eligible to be


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a member of another Consortium, even if they are bidding for different Units. Members of the Consortium are also not permitted to participate as a sole IP for any other Unit.

3.5 IP/s should not have been convicted by a court of law or indicted/ have any adverse order passed against them by any other regulatory authority in any matter involving a grave offence and/ or which casts a doubt on its ability to participate in the Proposed Transaction. Further such entities or their sister concerns should not have any charge sheet filed against them by any agency of Government of India or any court of law, which involves a matter concerning security and integrity of India. The mere fact that an appeal against any such order mentioned above is pending in any court of law or any regulatory authority will not effect the disqualification.

3.6 EoIs by a Consortium shall not be considered if it leads to reduction in competition. Decision of the ASC in this regard would be final.

3.7 There should be no change in the Consortium structure after submission of the EoI right up to the stage of submitting the Financial Bid and also till the signing of the sale deed, if the said Consortium is declared as the successful bidder. If there are any changes in the Consortium structure the Advisor/CCI/IFCI/ASC reserves the right to restrict further participation in the Proposed Transaction by the said Consortium.

3.8 Net worth for the purpose = Equity share capital + Free Reserves and Surplus (excluding revaluation reserves) – Deferred

Revenue / Miscellaneous Expenditure not written off – Debit Balance in Profit and Loss Account – Cross holding of investments amongst Consortium members in case of a Consortium.

3.9 Net worth should be calculated on the basis of the latest audited financial statements of an IP but in no event earlier than March 31, 2013. In the case, the financial year of any IP is different than April to March every year; the net worth shall be calculated as on March 31, 2013 or any subsequent period for which its audited statements are available.

3.10 Where the financial statements are expressed in a currency other than the Indian Rupee, the eligible amount as described above shall be computed by taking the equivalent US Dollar at the exchange rates (as stipulated by Reserve Bank of India) prevailing on the dates(s) of such financial statement.


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4 INSTRUCTIONS FOR SUBMISSION OF EOI

4.1 The EoI, conforming to Clause 4.5 of this RFQ shall be submitted latest by 5.00 pm on September 2, 2013, at the office of SBI Capital Markets Limited, the address of which is given below either by post, courier or hand delivery (at your risk and cost):

Designated Official: Mr. Harkamal Ghuman Vice President Mergers & Acquisitions SBI Capital Markets Ltd. 202 Maker Tower- E Cuffe Parade Mumbai 400005, Maharashtra, India Tel: 91-22-22178386, Fax: 91-22-2218 8332/6765

Email – [email protected] 4.2 The Advisor/CCI/IFCI shall bear no responsibility for non-

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

4.3 The IPs/Consortium shall bear all costs associated with the preparation and submission of the EoI. The Advisor/CCI/IFCI

shall not, under any circumstances be responsible or liable for any such costs, whether direct, incidental or consequential.

4.4 The IPs may note that payment towards Initial Non-refundable Deposit referred in clause 4.5.3 shall be acceptable by way of crossed demand draft/pay order drawn on scheduled commercial bank approved by the Reserve Bank of India excluding co-operative/rural banks only in favour of Cement Corporation of India Limited, payable at New Delhi. Cheques or any other form of payment will not be acceptable in any case. Demand draft/pay order issued by co-operative/rural banks or banks other than scheduled commercial bank approved by the Reserve Bank of India will disqualify the EoI. For this purpose, whether the bank is an approved bank as aforesaid should be verified by the IPs themselves, before submitting the EoI, to avoid inconvenience.

4.5 The EoI/s to be submitted shall consist of the following parts: 4.5.1 Letter in the format specified: for a sole Interested Party

(Annexure 1) or for a Consortium, (Annexure 2) on the letterhead of the Sole Interested Party or on that of the Lead Member of the Consortium.

4.5.2 Additional documents that need to be submitted as specified in the above two documents:

4.5.2.1 Confidentiality Undertaking, issued by the Advisor, signed by duly authorized signatory of the IP/Lead Member of the Consortium on behalf of all other members on the stamp paper of appropriate value (Annexure 3).


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4.5.2.2 A Power of Attorney executed in favour of the Lead Member of the Consortium by all other members of the Consortium on a stamp paper of appropriate value and duly notarized by a notary public (Annexure 4).

4.5.2.3 In case of a Consortium, a Consortium Agreement duly executed amongst each of the Consortium members. The said agreement should clearly state the share of each Consortium member in the said Consortium and also should clearly outline the name of the IP, to whom the other members of the Consortium agree to nominate as the leader of the Consortium.

4.5.3 A non-refundable deposit (“Initial Non-refundable Deposit”) of Rs. 10,000/- (Rupees Ten Thousand only) ), per Unit for which the EoI is submitted, by demand draft / pay order in favour of Cement Corporation of India Limited, payable at New Delhi, shall be payable by the IP at the time of submission of EoI.

4.5.4 EoI’s submitted without the Initial Non-refundable Deposit shall be rejected and the concerned IPs/Consortium shall not be eligible to receive the CIM and the RFP.


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5 DISQUALIFICATIONS

5.1 The Advisor/CCI/IFCI/ASC shall not consider for the purpose of qualification, any EoI which has been found to be incomplete in content or attachments or authenticity.

5.2 Without prejudice, an IP may be disqualified and its EoI excluded from further consideration for any of the reasons listed below:

5.2.1 Material misrepresentation by an IP/ Consortium in the EoI. 5.2.2 Failure by IP/ Consortium to provide the information required

to be provided in the EoI. 5.2.3 Submission of EoI in respect of any IP/ Consortium, where

such IP or member had already submitted an EoI or is a member of another Consortium, which has already submitted an EOI.

5.2.4 The IPs/consortia of IPs not satisfying the eligibility and requisite qualification criteria specified in section 3 and hence not being eligible; and

5.2.5 Non fulfillment of any other condition as listed in the RFQ. 5.3 If any information becomes known after the Interested Party has

been qualified to receive the CIM and RFP, which information would have entitled the Advisor/CCI/IFCI/ASC to reject or disqualify the EoI of relevant IP/Consortium, the Advisor/CCI/IFCI/ASC reserves the right to reject the IP/ Consortium at the time or at any time after such information becomes known to the Advisor/CCI/IFCI/ASC.

5.4 In case of a Consortium, the Advisor/CCI/IFCI/ASC may disqualify the entire Consortium for any of the reasons specified above, even if it applicable or applied to only one IP of the Consortium.


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ANNEXURE 1: FORMAT FOR LETTER OF EOI, IN CASE THERE IS A

SOLE IP (To be typed on the letterhead of the IP)

Ref No: Date: Mr. Harkamal Ghuman Vice President Mergers & Acquisitions SBI Capital Markets Ltd. 202, Maker Tower ‘E’ Cuffe Parade Mumbai 400 005

Subject: Expression of Interest (EoI) for purchase of one or more of the four non-operating Units of Cement Corporation of India Limited (CCI)

Dear Sir, With reference to the advertisement dated August 12, 2013 in ____________________________ (name of source of advertisement), and after having read and understood the RFQ document, dated __________, for sale of four Units (non - operating) of CCI, we _______________ (name of the IP), _____________ (status, viz. individual (Indian resident, NRI, Person of Indian Origin, proprietorship, partnership, trust, society, company, as may be applicable) having registered office/ principle place of business at ______________________ wish to express our interest as

_______________ to purchase _____________(one/ more than one) of the following Units of CCI, as indicated below: Unit Location Interest in

Purchasing Demand Draft/ Pay Order details

Akaltara Dist. Bilaspur, Chattisgarh Yes/No Nayagaon Dist. Neemuch, Madhya

Pradesh Yes/No

Mandhar Dist. Raipur, Chattisgarh Yes/No Kurkunta Dist. Gulbarga, Karnataka Yes/No

A. I/we believe that I/we satisfy the eligibility criteria set out in the relevant section of the RFQ document. B. We ____________ (Name of IP), hereby certify that,

1 We are competent to contract under Indian Contract Act, 1872, Foreign Exchange Management Act, 1999 and all other laws that may be applicable in the matter.

2 There is no conviction by a Court of Law or indictment or any adverse order passed against us by any regulatory authority in any matter involving a grave offense and/or which casts a doubt on our ability to manage the Unit(s).

3 There is no charge sheet filed against us by any agency of the Government of India or any court of law which involves a matter concerning the security and integrity of India.

4 There is no litigation (including court, arbitration, summary suits


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and other proceedings) current or pending against us, which might have a material adverse effect on our ability to enter into the Proposed Transaction.

5 There is no investigation by any regulatory authority which is pending against me/proprietorship/partnership/trust/co-operative society/the company or any of our associates/sister concerns or against the partner, trustees, CEO, any Directors/ Managers/ employees, which might have a material adverse effect on our ability to enter into the Proposed Transaction.

C. I/We further agree that I/we will not be allowed to remain associated or get associated with the Proposed Transaction merely because I/we have preferred an appeal against the orders passed by any court of law or any regulatory authority as set out in the preceding paragraphs based on which we may be disqualified to participate in the Proposed Transaction.

D. I/We undertake that in case due to any change in facts or circumstances during the pendency of the process of participation in the Proposed Transaction, I/we am/are attracted by the provisions of disqualification in terms of the RFQ, I/we would intimate the Advisor of the same immediately.

E. As required, we are enclosing the following documents: 1 Memorandum and Articles of Association/Document of

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

2 A certificate duly signed by our Company Secretary/ any other officer in charge of legal affairs, stating that we are eligible to participate in the Proposed Transaction in terms of Clause

______ of our Memorandum and Articles of Association/_____________ name of Document of Constitution, viz., Partnership Deed, Trust Deed, etc. as may be applicable. (specific reference to the said provision may be drawn).

3 Audited Financial Statements/Annual Reports for the previous three financial years. (Notes: (i) In addition to the Audited Financial Statements, IPs who are natural persons, i.e., individuals, shall also provide proof of identity (copy of passport/ PAN card/Driving License), income tax filings and assessment orders for the last three years, a letter from a bank establishing his identity, details of bank account statements for the last three years for the account maintained with them and duration of banking relationship.

(ii) For IPs incorporated during the last 2 years which, subject to compliance with all applicable laws, do not have audited financial statements as on March 31, 2012, Balance Sheet and Profit & Loss Account for March 31, 2013 (if audit has been completed) or provisional Balance Sheet and Profit & Loss Account of the IP for March 31, 2013 as certified by its Board of Directors/ any other governing body should be submitted.)

4 A certificate from a Chartered Accountant stating our net worth as on a date not earlier than 31st March 2013. Relevant details showing how the net worth has been arrived at, is also indicated.

5 Details of all contingent liabilities that, if materialized, have or would reasonably be expected to have a material adverse effect on my/our business, operations (or results of operations), assets,


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liabilities and/or financial condition and/ or our capacity to consume the Proposed Transaction.

6 Our profile containing information on our/ our Group’s areas of operations.

7 Any other information considered necessary for the purpose of the Proposed Transaction.

8 Duly executed Confidentiality Undertaking on a stamp paper of Rs 100/-.

9 Details of the Contact Person, including Name, Designation, Address, Tel. no., Fax No., Email Id.

10 The undersigned is authorized representative of the company with the authority to.

o To submit for and on behalf of the Company, the Expression of Interest, proposal(s), application(s) etc., with CCI, SBI Capital Markets Limited (“SBI Caps”), and / or IFCI Ltd. (“IFCI”) and for this purpose sign, execute, make and file any applications, affidavits, undertakings, indemnities and declarations, etc.;

o To receive notices, orders, letters, original letters of

approval etc. issued by CCI, SBI Caps and/ or IFCI and to respond to such notices and letters and / or provide oral or written clarifications.

o To represent the Company in all the meetings related to

the purchase of Unit to be held with CCI, SBI Caps and / or IFCI and / or their representatives, agents, legal advisors or any such persons acting for and on behalf of

CCI, SBI Caps and / or IFCI in connection with the sale of the Unit(s).

o To represent the Company in submitting the Financial

Bid in response to the Request For Proposal or any other document issued by SBI Caps for inviting Financial Bid, to participate in the e-Auction to submit Financial Bid and to sign, execute and deliver all such writings, documents as may be required.

o To execute, affirm and deliver and to present for

registration all applications, clarifications, agreements, documents etc., as may be required in this regard.

F. We hereby declare that the information stated/ furnished herein above is complete and absolutely correct and any error or omission therein, accidental or otherwise, will be sufficient justification for the Advisor/CCI/IFCI/ASC to reject our EoI and/or to restrict us from participation in the Proposed Transaction at any stage hereafter. Thanking You, Yours sincerely, For _____________________ (name of IP), _________________________(Signature of authorized representative) _________________________(Name) _________________________(Designation)


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

CONSORTIUM OF IPS (To be typed on the letterhead of the Lead Member)

Ref No: Date: Mr. Harkamal Ghuman Vice President Mergers & Acquisitions SBI Capital Markets Ltd. 202, Maker Tower ‘E’ Cuffe Parade Mumbai 400 005

Dear Sir, Subject: Expression of Interest (EoI) for purchase of one or more

of the four non-operating Units of Cement Corporation of India Limited (CCI)

With reference to the advertisement dated August 12, 2013 in ____________________________ (name of source of advertisement), and after having read and understood the RFQ document dated __________, for sale of four non operating units of CCI, we, the Consortium formed of –

Sl. no.

Name of the

IP

Status* Address of Registered Office/principal place of business

% of share

holding in the

Consortium

Contribution to the Net

worth requirement

** (In figures and

% of the total Net

worth requirement

) 1 Lead

Member

2 Other Members

Total * Individual (Indian resident, NRI, Person of Indian Origin), proprietorship, partnership, trust, society, company, as may be applicable ** As required under the eligibility criteria. A certificate from chartered accountant has been furnished in respect of each of the IP. - wish to express our interest to purchase _____ (one/more than one) of the following Units of CCI, as indicated below:


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Unit Location Interest in Purchasing

Demand Draft/ Pay Order details

Akaltara Dist. Bilaspur, Chattisgarh Yes/No Nayagaon Dist. Neemuch, Madhya

Pradesh Yes/No

Mandhar Dist. Raipur, Chattisgarh Yes/No Kurkunta Dist. Gulbarga, Karnataka Yes/No

A. We believe that we satisfy the eligibility criteria set out in the relevant section of the RFQ document. ♣

1 We are competent to contract under Indian Contract Act, 1872, Foreign Exchange Management Act, 1999 and all other laws that may be applicable in the matter.

B. I/We, _________ (name of the Lead Member), on behalf of all the member of the Consortium, hereby certify that,

2 There is no conviction by a Court of Law or indictment or any adverse order passed against us or any one of us by any regulatory authority in any matter involving a grave offense and/or which casts a doubt on us or any one of our ability to manage the Unit(s).

3 There is no charge sheet filed against us, on us, or any one of us, by any agency of the Government of India or any court of law which involves a matter concerning the security and integrity of India.

♣ Also required separately for each member of the Consortium on their respective letterheads.

4 There is no litigation (including court, arbitration, summary suits and other proceedings) current or pending against us or any one of us, which might have a material adverse effect on our ability to enter into the Proposed Transaction.

5 There is no investigation by any regulatory authority which is pending against us or any one of us or any of our associates/sister concerns or against any of our partner, trustees, CEO, Directors, Managers, employees, which might have a material adverse effect on us or any one of our ability to enter into the Proposed Transaction.

♣C. We further agree that we will not be allowed to remain associated or get associated with the Proposed Transaction merely because we have preferred an appeal against the orders passed by any court of law or any regulatory authority as set out in the preceding paragraphs based on which we may be disqualified to participate in the Proposed Transaction. ♣D. We undertake that in case due to any change in facts or circumstances during the pendency of the process of participation in the Proposed Transaction, we are attracted by the provisions of disqualification in terms of the RFQ, we would intimate the Advisor of the same immediately. ♣E. As required, we are enclosing the following documents:

1 Memorandum and Articles of Association/Document of Constitution, i.e., Partnership Deed, Trust Deed, etc., as may be applicable.

2 A certificate duly signed by our Company Secretary/any other officer in charge of legal affairs, stating that we are eligible to participate in the proposed Transaction in terms of Clause


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______ of our Memorandum and Articles of Association/_____________ name of Document of Constitution, viz., Partnership Deed, Trust Deed, etc. as may be applicable. (specific reference to the said provision may be drawn).

3 Audited Financial Statements/Annual Reports for the previous three financial years. (Notes: (i) In addition to the Audited Financial Statements, members of the Consortium who are natural persons, i.e., individuals, shall also provide proof of identity (copy of passport/ PAN card/ Driving License), income tax filings and assessment orders for the last three years, a letter from a bank establishing his identity, details of bank account statements for the last three years for the account maintained with them and duration of banking relationship.

(ii) For IPs incorporated during the last 2 years which, subject to compliance with all applicable laws, do not have audited financial statements as on March 31, 2012, Balance Sheet and Profit & Loss Account for March 31, 2013 (if audit has been completed) or provisional Balance Sheet and Profit & Loss Account of the IP for March 31, 2013 as certified by its Board of Directors/ any other governing body should be submitted.)

4 A certificate from a Chartered Accountant stating the net worth of each Members as on a date not earlier than March 31, 2013.

5 Details of all contingent liabilities that, if materialized, have or would reasonably be expected to have a material adverse effect on my/our business, operations (or results of operations), assets,

liabilities and/or financial condition and/ or our capacity to consume the Proposed Transaction.

6 A profile containing information on our/ our Group’s areas of operations.

7 A note on role of each of the IPs of the Consortium in the Proposed Transaction.

8 Any other information considered necessary for the purpose of the Proposed Transaction.

9 Duly executed Confidentiality Undertaking on a stamp paper of Rs 100/-.

10 Details of the Contact Person of the Lead Member of the Consortium, including Name, Designation, Address, Tel. no., Fax No., Email Id.

F. As required, we are enclosing the following documents: (for Lead Member only)

Power of Attorney by other Consortium Members giving authority to the Lead Member for representing the Consortium; and

Consortium Agreement executed between the members of the Consortium.

♣

♣ Also required separately for each member of the Consortium on their respective letterheads.

G. We hereby declare that the information stated/ furnished herein above is complete and absolutely correct and any error or omission


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therein, accidental or otherwise, will be sufficient justification for the Advisor/CCI/IFCI/ASC to reject our EoI and/or to restrict us from participation in the Proposed Transaction at any stage hereafter.

Thanking You, Yours sincerely, For _____________________ (Name of Lead Member), _________________________(Signature of Authorised Representative) _________________________(Name) _________________________(Designation)


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ANNEXURE 3: FORMAT FOR CONFIDENTIALITY UNDERTAKING


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ANNEXURE 4: FORMAT FOR POWER OF ATTORNEY

REQUEST FOR QUALIFICATION (RFQ) 1: Format for Letter of EoI, ... by Government of India. ......

Documents

Transcript of REQUEST FOR QUALIFICATION (RFQ) 1: Format for Letter of EoI, ... by Government of India. ......