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Important Information

Notice for invitation of counter bids and sale of debt of tarun realtors private limited under swiss challenge method

In terms of the Bank’s policy on sale of stressed assets, in accordance with the regulatory guidelines issued by the Reserve Bank of India (“RBI”) including the Reserve Bank of India (Transfer of Loan Exposures) Directions dated September 24, 2021, relevant guidelines of the Indian Banking Association (“IBA”) and other applicable laws,

Expression of Interest (EOI) and counter bids are hereby invited under Swiss Challenge method from all eligible asset reconstruction companies (“ARC”)/scheduled commercial banks (“Banks”)/non-banking finance companies (“NBFCs”)/other permitted investors (“Eligible Bidders”) by Standard Chartered Bank having its office at 3A Floor, Crescenzo Building, C-38/39, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 (“Bank”) for assignment of outstanding INR loans bearing the following details:

Brief Details of the Company Details of the Loans to be assigned / sold
 

Tarun Realtors Private Limited (“Company” / “Borrower”) is developing a retail mall in the name of “VR Mantri Arena Mall” at Kanakapura Main Road, Bengaluru.  The Company has availed financing facilities from various banks / financial institutions / lenders.

 

Registered Office:

Office at No. 41, Vittal Mallya Road, Bangaluru – 560 001

 

Project Site:

Kanakapura Main Road, Vasanthpura and Doddakallasandra Village, Bengaluru, Karnataka

  

Project term loans (“Loans”) with a principal outstanding of INR 143,53,36,320 and interest outstanding of INR 82,58,13,735.10 as on March 31, 2024

 

The total (i.e. principal and interest) amount is in default.

 

The Loans are secured (on a pari passu basis) with the underlying project assets, corporate guarantees and sponsor support agreement from Mantri Developers Private Limited (MDPL).

 

Cut Off Date:  April 1, 2024. The Bank retains the right to change the Cut Off Date at its sole discretion.

 

 

The Bank is in receipt of a binding offer from an interested entity (“Anchor Bidder“) for acquiring the Loans of the Bank (along with underlying securities, guarantees, undertakings issued by the Borrower or any third party in relation to the Loans) by way of assignment for a total consideration of INR 93,28,00,000.00 (Rupees Ninety Three Crore Twenty Eight Lakh only)  (“Base Bid”) to be paid upfront in cash, on or prior to the date of assignment of the Loans. Bids are hereby invited for acquisition of the Loans on “as is where is basis”, “as is what is basis”, “whatever there is basis” and “no recourse basis” at a price higher than the Base Bid (“Bid”) on the following terms:

  1. Timelines are as follows:
    S. No. Activity Date and Time
    1. Last date of submission of expression of interest (“EOI“) and supporting documents, together with payment of the Earnest Money Deposit of INR 10,00,00,000 (Rupees Ten Crores only) (“EMD”) April 26th, 2024, 6:00 PM India Standard Time (“IST”)
    2. Data room opens on (for due diligence) subject to non-disclosure agreement (“NDA”) execution. This is an indicative date April 29th, 2024, 6:00 PM IST
    3. Data room closes on (for due diligence). This is an indicative date May 10th, 2024, 6:00 PM IST
    4. Last date for submission of binding and executable Bid. This is an indicative date. May 14th, 2024, 6:00 PM IST
  2. The interested Eligible Bidders may submit an EOI on their letterhead, along with (a) contact details of the Eligible Bidder, including name, address, telephone, mobile number and email address (b) self-attested identification documents such as certificate of incorporation, memorandum of association, articles of association, voter ID card, passport, PAN card etc.; (c) an undertaking or affidavit on stamp paper of INR 600 confirming and undertaking that the Eligible Bidder and persons acting in concert with it are not disqualified under Section 29A of the Insolvency and Bankruptcy Code, 2016; and (d) a demand draft / pay order of an EMD of INR 10,00,00,000 (Rupees Ten Crores only), drawn on a scheduled commercial bank in favour of Standard Chartered Bank, payable at Mumbai or an electronic fund transfer of  INR 10,00,00,000 (Rupees Ten Crores only)  in an account of Standard Chartered Bank as informed by the below mentioned bank officials.The EOI, supporting documents and the EMD must be received in a sealed envelope, on or before 6:00 PM on April 26th, 2024, at Standard Chartered Bank, 3A Floor, SAG Department, Crescenzo Building, C-38/39, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 (Attention: Mr. Pallav Sangal / Mr. Himanshu Tandon), by post or courier or hand delivered. The Eligible Bidder must also simultaneously email a copy of the EMD and supporting documents (password protected) to pallav.sangal@sc.com and himanshu.tandon@sc.com
  3. Upon receipt of the EOI along with the supporting documents and EMD, as soon as reasonably practicable, the Bank will provide the Eligible Bidders with a NDA which will need to be duly stamped, signed and returned to the Bank no later than 2 working days from the date on which the Bank provides such format. After the receipt of the duly signed NDA, the Bank will then share the Preliminary Information Memorandum (“PIM”) with the Eligible Bidders and give the authorized representative of the Eligible Bidders access to the Data Room containing more information / documents on the loans as soon as reasonably practicable.
  4. Upon Bank sharing the PIM and providing access to the Data Room, the Bank shall provide the Eligible Bidders two weeks to carry out a due diligence on the Loans. It is presumed and understood that by participating in this process, each of the Participating Bidders has carried out their own independent due diligence in relation to the Loans.
  5. The Eligible Bidder will need to submit their Bid (password protected) on or before the Bid Submission Date (as informed by the Bank) by email to pallav.sangal@sc.com and himanshu.tandon@sc.com. The Bid must have minimum mark up of 5%. For this purpose, mark up shall be calculated as the difference between Challenger Bid and Base Bid expressed as percentage of the Base Bid. The Bank shall have the sole discretion to reschedule or extend the Bid Submission Date.
  6. Once a Bid is submitted by an Eligible Bidder, such Bid shall be deemed to be irrevocable and cannot be withdrawn. The Bidders will be communicated of the decision of the Bank within 7 working days of the Bid Submission Date.
  7. EMD of unsuccessful Eligible Bidders will be refunded within 10 working days from the Bid Submission Date. If an Eligible Bidder chooses to opt out of the process before the Bid Submission the Bank would still retain the right to refund the EMD only within 10 working days from the Bid Submission Date. The EMD will not carry any interest.
  8. If (a) no EOI is received or no Counter Bid is received, or (c) the Counter Bids received do not have the Minimum Markup, or (b) the Anchor Bidder matches or betters the Counter Bid, then the Bank reserves the right (in its sole discretion) to sell/assign the Loans to the Anchor Bidder.
  9. The highest counter bid crossing the minimum mark-up will be termed as “Challenger Bid”. If two or more competing Bids are received, then the Bank shall be entitled to conduct an auction for determining the highest counter bid, which shall then be the Challenger Bid. The Anchor Bidder will then be invited to match (or better) the Challenger Bid. If the Anchor Bidder either matches the Challenger Bid or bids higher than the Challenger Bid, such bid shall become the successful bid; else, the Challenger Bid shall be the successful bid.
  10. After completion of the Swiss auction process, the Bank shall convey its in-principle approval to the Successful Bidder.
  11. Selection of the Successful Bidder under this Bid Process shall be at the sole and absolute discretion of the Bank and the Bank has the sole right to vary the process (including but not limited to the timelines) without assigning any reason whatsoever.
  12. The Bank also reserves the right to reject any EOI or Bid in its sole discretion without assigning any reason whatsoever.
  13. The Successful Bidder will have to pay the bid amount, on or before the date of the Assignment Agreement. In case of failure to deposit the balance bid amount by the Successful Bidder or inability to execute the Transaction Documents (including Assignment Agreement) as per the requirements of the Bank, the EMD amount already deposited shall stand forfeited by the Bank without any further notice and no claim shall be entertained against the Bank in respect thereof. The Bank in such a scenario may at its sole discretion choose to go with any other Shortlisted Bidder and continue the Loans sale process.
  14. Eligible Bidders will also have to complete the Know your Client (KYC) requirements of the Bank to the Bank’s satisfaction and bear all their cost / expenses during the Process.
  15. The Successful Bidder shall have to bear all applicable stamp duty, transfer charges, taxes, statutory/non-statutory dues, taxes, charges owing to any person, any other transaction cost.
  16. The sale of Loans to the Successful Bidder will be without any recourse to the Bank under any circumstances.
  17. The Bank continues to reserve all rights and the decision of the Bank will be final and binding on all parties. By submitting an EOI or Bid, the Eligible Bidders agree that the Bank continues to reserve all rights and the decision of the Bank will be final and binding on all parties.
  18. Conditional and contingent Bids shall be liable to be disqualified by the Bank. The Bank reserves the right to withdraw / suspend / discontinue / not to go ahead with the proposed sale of the Loans at any stage, without assigning any reason and without any liability whatsoever to any person. The decision of the Bank in this regard shall be final and binding on all persons. No costs can be claimed by any person against the Bank under any circumstances.
  19. The Bank shall reserve the right to alter, modify the terms and conditions of the said sale or cancel the proposed sale at any stage of transaction without assigning any reason whatsoever. The decision of the Bank shall be final, binding, and conclusive. Please note that the sale shall be subject to final approval of the Bank.
  20. This advertisement does not constitute and will not be deemed to constitute an offer from or on behalf of the Bank or any commitment on the part of the Bank.
  21. Any extension in timelines/modification in the content of this advertisement will not necessarily be carried out through another advertisement, but may be notified directly to the interested participants, or on the website of the Bank or any other mode at the discretion of the Bank.

For further details, interested parties may contact Mr. Pallav Sangal / Mr. Himanshu Tandon, who are the relevant nodal officers of the Bank, at pallav.sangal@sc.com and himanshu.tandon@sc.com.

Place: Mumbai                                                                                                           Sd/-

Date: April 22, 2024.                                                                                                 Authorised Officer