Tender Document

Long Term Lease on LDOT - (Lease, Develop, Operate and Transfer) of Sugar Mill Facilities along with Existing Liabilities of Pondicherry Co-op.Sugar Mills Limited, Puducherry

FOR MODERNIZATION CUM EXPANSION OF EXISTING SUGAR MILL ALONG WITH ESTABLISHMENT OF

BAGASSE BASED CO-GENERATION PLANT

THE PONDICHERRY CO-OP. SUGAR MILLS LIMITED, P315 LINGAREDDIPALAYAM, PUDUCHERRY – 605502

Date of Issue: 24.06.2020 Date of Submission: 26.08.2020, Up to 2.00 PM

Disclaimer and Important Notice

All information contained in this Tender Document or subsequently provided in writing to persons to whom this Tender Document has been issued, or those persons who have procured this information and Tender Document otherwise, (the “Bidder(s)”), by or on behalf of The Pondicherry Co-op. Sugar Mills Limited (PCSM) / Registrar of Co-operative Societies, Puducherry (RCS) or any of their employees (the “Information”), is provided to Bidder(s) on the terms and conditions set out in this Tender Document and also any other supplementary terms and conditions subject to which such information is or may be provided.

This Tender Document or any of its contents is not an agreement to sell any securities or any of the businesses or assets which are held by PCSM / RCS, or to enter into an agreement or Method of any kind with any party, including without limitation, the Bidder(s).

This Tender Document does not, and does not purport to contain all the information and data each Bidder and/or their advisors and/or their representatives may desire or require in reaching decisions as to their involvement to take on lease the sugar mill owned by The Pondicherry Co-op. Sugar Mills Limited for developing it into an Integrated Sugar Complex under Long Term Lease arrangement on LDOT basis. Each Bidder should conduct its own investigations and analysis and should check the accuracy, reliability, and completeness of the information in this Tender Document and obtain independent advice from appropriate sources. Bidder(s) should form their own views as to what Information provided herein or separately is relevant to any decisions that they make and should make their own independent investigations in relation to any additional information that they may require.

This Tender Document may not be appropriate for all persons and it is not possible for PCSM / RCS, its employees to consider the investment objectives, financial situation and particular needs of each person who reads or uses this Tender Document.

The Information contained in this Tender Document or any other information which may be provided to Bidder(s) is subject to change without notice. Further, it should not be assumed that there shall be no deviation or change in any Information provided. PCSM / RCS may, in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the Information including the qualification process in this Tender Document.

While this Tender Document has been prepared in good faith, neither PCSM / RCS, nor its employees make any representation or warranty, expressed or implied, or accept any responsibility or liability, whatsoever, in respect of any statements or omissions herein, or the accuracy, completeness or reliability of information contained herein, and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this Tender Document, even if any loss or damage is caused by any act or omission on the part of PCSM / RCS or its employees, whether negligent or otherwise.

This Tender Document has not been filed, registered or approved in any jurisdiction. Recipients of this Tender Document resident in jurisdictions outside India as well as those

residents in India should inform themselves of, and observe any applicable legal requirements.

PCSM / RCS reserve the right to reject any or all applications without assigning any reasons.

PCSM / RCS and its representatives will not entertain any claim for any expenses whatsoever.

Contents

Abbreviations 6 Definitions 7 Important Information 10 Section – I Transaction Process 11 1. Mill Handover under Long Term Lease Arrangement 12 1.1 About the Process of Long Term Lease 12 1.2 The Advertisement 17 1.3 The Process 18 1.4 Time Schedule 20 1.5 Liabilities and Employees 21 2 Instructions to Applicants/Bidders 22 2.1 One Application per Applicant / bidder 22 2.2 Language 22 2.3 Currency 22 2.4 Eligible Applicants / bidders 22 2.5 Bid Security and Forfeiture of Bid Security 27 2.6 Documents to be submitted by Applicants – Single Company 27 2.7 Documents to be submitted by Applicants – Consortium 28 2.8 Documents to be submitted by Applicants – Society, Trust 29 2.9 Instructions for Submitting Financial Bid 29 2.10 Format and Signing of Application 30 2.11 Sealing and Marking of Applications 31 2.12 Application Due Date 32 2.13 Modifications/ Substitution of Applications 32 2.14 Application Preparation Cost 32 2.15 Application Warranty and PCSM Presumption 32 2.16 Amendments to Technical Bid 33 2.17 Validity/ Extension of Validity of Application 33 2.18 Establishment Room Facility for Due Diligence 33 2.19 Pre-Bid Conference 34 2.20 Clarifications 34 2.21 Right to Accept or Reject Any or All Applications 34 2.22 Confidentiality 35 2.23 Governing Laws/ Jurisdiction 35 2.24 Notification of Shortlisted Bidders 35 3 General Terms & Conditions 36 3.1 Terms & Conditions of Transfer of Assets 36 3.2 Governing Laws/ Jurisdiction 41 3.3 Offer and Payment Schedule 41 3.4 Stamp Duty and Registration Duty 44 3.5 Legal Proceedings 44

4 Evaluation of Bid 45 4.1 Opening of Technical Bid 45 4.2 Evaluation and Selection Process 45 4.3 First Step – Test of responsiveness of the Bid – Technical Evaluation 45 4.4 Second Step – Evaluation of Eligibility 46 4.5 Third Step – Financial Bid Opening and Evaluation of Application 46 4.6 Fourth Step – Opportunity to bidders to match the highest bidder 47 4.7 Disqualifications 48

Section II – Annexure

Annexure 1: Application – Technical Bid 51 Annexure 2: Statement of Legal Capacity 53 Annexure 3: Details of Applicant/Bidder 54 Annexure 4: Undertaking (Security & Integrity) on Applicant’s Letter Head 56 Annexure 5: Certified Copy of Boards resolution 57 Annexure 6: Format for Power of Attorney for signing Technical & Financial Bid 58 Annexure 7: Format for Power of Attorney for Lead Member of Consortium 59 Annexure 8: Format for Memorandum of Understanding for Consortium 60 Annexure 9: Board Resolution – Consortium 62 Annexure 10: Eligibility Criteria 63 Annexure 11: Undertaking by Group Companies/ Associates 65 Annexure 12: Preliminary Information Memorandum 66 Annexure 13: Authorization Letter (On Letter Head) 72 Annexure 14: Establishment Room Rules 73 Annexure 15: Confidentiality Agreement 77 Annexure 16: Undertaking jointly by Bidder and SPV 81 Annexure 17: Financial Bid for Long Term Lease of the Sugar Mill 83 Annexure 18: Proposed Investment Plan 84 Annexure 19: Lease Deed for land owned by PCSM 85 Annexure 20: Agreement for Assets Handover and Liabilities Assignment 96 Annexure 21: Information memorandum and Bid document 102 Annexure 22: List of existing liabilities. 110 Annexure 23: Test of Responsiveness to Bid- Checklist 111 Annexure 24. Asset valuation of Pondicherry Co-op Sugar Mill. 112 Annexure 25. Instructions to bidders to submit e-tender 113

Section III – Exhibit Exhibit 1: Factory Layout drawing------115

ABBREVIATIONS

1. GOP : Government of Puducherry 2. INR : Indian Rupee 3. PCSM : The Pondicherry Co-operative Sugar Mills Limited 4. PIM : Preliminary Information Memorandum 5. RBI : Reserve Bank of India 6. RCS : The Registrar of Co-operative Societies, Puducherry 7. LDOT : Lease, Develop, Operate and Transfer 8. SPV : Special Purpose Vehicle 9. MoU : Memorandum of Understanding. 10. ESS : Employees Settlement Scheme.

Definitions

In this Tender Document, unless the context otherwise requires, the following terms and expressions shall have the meanings assigned to them herein;

1.“Accounting year” means any 12 month’s period usually followed by the Applicant or the members of the Consortium for the purpose of reporting its / their accounts;

2.“Allied Industries” means different industries that may work together in some way, usually by providing raw material or services to each other industries or being directly/indirectly dependant on Sugar Cane or Sugar industry (receiving goods or a service);

3.“Application” includes all the annexure to be submitted with Technical Bid (Clause 2.6, 2.7, 2.8) and Financial Bid (Clause 2.11.2);

4.“Application Due Date” means the date appointed as the last date for the submission of the Bid as laid down in Clause 2.12 of this Tender Document;

5.“Applicable Laws” means the laws of India and Union Territory of Puducherry as may be in force from time to time, whether in force by way of statutory enactments, rules, regulations, by-laws or otherwise.

6.“Application Validity Period” means, 270 days from the Application Due Date as mentioned in clause 2.17 of this Tender Document (including extensions of application validity date, if any);

7.“Bid Amount” means One Time Premium Amount and Annual Lease rent offered in the Financial Bid by Bidder;

8.“Chapter” means a chapter of this Tender Document;

9."Clause or Clauses" means clause or clauses of this Tender Document;

10.“Commissioning Period” means the period of 3 years required for successful development of Integrated Sugar Complex (with or without distillery) and start of commercial production including obtaining the environmental clearances and the required licenses and permissions for Industrial Units to be developed;

11.“Consortium” is a group of companies that have executed a Memorandum of Understanding to collectively participate in the process for selection of Developer for the Sugar Mill of PCSM and to collectively undertake and execute the transaction, if selected;

12.“Current Assets” means all current assets including Loans & Advances (excluding Cash and Bank Balances), which will be transferred to Developer along with all current liabilities mentioned in the Balance Sheet as on specified date i.e. 30-09-2020;

13.“Developer” means a selected bidder who will develop Integrated Sugar Complex under Long Term Lease arrangement, which will essentially comprise of a Sugar Mill with a minimum capacity of 3000 TCD and Power Generation Unit of minimum capacity of 18 MW along with downstream units to add value to by-products and allied/ancillary industries etc;

14.“Financial Proposal” means the Financial Proposal Application as per Annexure 17 to be submitted by the bidder in pursuant to this Tender Document;

15.“Financial Year” refers to the 12 month period ending March 31, i.e. from April 1 to March 31;

16.“GoP” means the Government of Puducherry;

17.“Handover Date” means the date on which assets of the Sugar Mill of PCSM will be handed over to Successful Bidder

18.” Highest Bidder” is the bidder who quotes the highest one-time premium and highest annual lease rental.

19..“Indian Rupees”, “Rupees” or “INR” means the currency of India;

20.“Information” means all information contained in this Tender Document related to this transaction or subsequently provided to the Bidder(s), in documentary form, by or on behalf of PCSM / RCS or the authorized representatives of PCSM or any of authorized employees;

21.“Intimation Date” means the date on which the Selected Bidder is intimated about its selection, as per Tender Document;

22.“Lease Deed” means a deed whereby PCSM leases fixed assets and current assets along with the assignment of all liabilities of, till recently in operation and presently closed Sugar Mill of PCSM to the Successful Bidder who is permitted to develop the Sugar Mill as Integrated Sugar Complex, to operate it and maintain the Project during Lease Period;

23.“Lease Period” means the period specified in the Lease Deed which includes an extended period as mentioned in the Renewal Lease Deed, if executed;

24.“Long Term Lease Arrangement” means an arrangement whereby the Developer undertakes on LDOT (Lease, Develop, Operate and Transfer) basis to finance, develop, construct, maintain and operate an Integrated Sugar Complex and whereby Developer shall be entitled to run the Integrated Sugar Complex during the Lease Period. The Developer is required to transfer the Integrated Sugar Complex to the PCSM as On-Going Concern after the expiry of the Lease Period.

25.“Minimum Qualifying Networth” means the Minimum networth required for an Applicant to be eligible to submit Technical Proposal application as defined in Tender document;

26.“Payment Due Date” means the due dates on which the Successful Bidder will deposit One Time Amount in the form of Demand Draft to PCSM;

27.“PCSM” means The Pondicherry Co-op. Sugar Mills Limited, Puducherry having its registered office at Lingareddipalayam, Puducherry.

28.“Pre-qualified Applicant(s)” means Applicants who are notified as being ‘pre-qualified’ at the Technical Bid Stage on the basis, inter alia, of certain minimum, prescribed criteria listed in Technical Bid (Annexure -1);

29.“Project” means the development of Integrated Sugar Complex, which will essentially comprise of a Sugar Mill with a minimum capacity of 3000 TCD, Power Generation Unit of

minimum capacity of 18 MW and downstream units to add value to by-products and allied/ancillary industries, etc under Long Term Lease arrangement.

30.“PIM” means Preliminary Information Memorandum as mentioned in Annexure 12 to this Tender Document;

31.“RBI” means Reserve Bank of India;

32.“RCS” means The Registrar of Co-operative Societies, Puducherry

33.“Shortlisted Applicant(s)/ Bidder(s)” means the Applicant(s) qualified at the Technical Bid stage;

34.“Signing Date” means the date on which the Lease Deed, Asset Handover Agreement and other documents are executed between PCSM and Successful Bidder after depositing Rs. 10.00 crores as Security Deposit;

35.“Stake/Interest” means proposed shareholding percentages of the Consortium members in the Special Purpose Vehicle (“SPV”) to be formed for the purpose of the Transaction;

36.“Stock Yard” means a place where the facility is given for stocking raw material/ consumables/ finished material.

37.“Sub Lease Agreement” means an agreement between GoP and PCSM for subleasing the leasehold land given to PCSM by GoP. Based on the agreement, PCSM will further enter into the lease/sublease agreement with the successful bidder.

38.“Technical Proposal” means the Application submitted by Applicant/Bidder pursuant to Technical Bid (Annexure 1 to 11) in pursuant to this Tender Document;

39.“Tender Document” means ‘Tender document’, issued by PCSM / RCS to the interested bidders, together with its enclosures to provide information to the Bidders about the process of transferring the Sugar Mill of PCSM on Long Term Lease Arrangement. Tender Document may be amended/ modified from time to time. Tender Document consists of Draft Lease Deed and Draft Asset Handover Agreement too;

40.“Tender” means tendering process by E-tender

41.“Transactions Documents” means all the documents which are to be executed to effect the transfer of assets on Long Term Lease Arrangement, inclusive but not limited to the Lease Deed;

42.“Unit” means the Sugar Mill or Sugar Factory, of which assets are to be handed over and liabilities to be assigned under Long Term Lease arrangement;

43.“Union Government” means the Government of India;

44.“Yearly Lease Rent” shall mean the yearly lease rent that will be paid by Developer to PCSM on yearly basis as per clause no. 3.1.7 & 3.1.8 of this Tender Document;

IMPORTANT INFORMATION Non-refundable Bid INR 50,000/- (Rupees Fifty Thousand) only plus 18% GST to Document Cost PCSM towards bid document cost. (non-refundable)

TENDER DOCUMENT can be downloaded from website Sale of TENDER www.- https://pudutenders.gov.in starting from 24.06.2020 DOCUMENT and amount towards tender document fees of Rs. 50,000/- plus 18 % GST payable through online payment gateway

The Bidder may be a Company or a Consortium or Proprietary Bidder Firm or a Partnership Firm or a Trust or a Society. Net worth of not less than INR 20 Crores (Rs. Twenty Crores) as Net Worth per the last audited accounts for the Accounting year which should not have ended before 31.03.2019 (Clause 2.4.2) The Establishment Room for mill-related data has been established as per details provided in this Tender Document. Due Diligence Bidder(s) can start due diligence including site visits, facility establishment room visits, etc. after furnishing documents as per clause 2.18

Pre Bid Conference Pre Bid Conference will be held on 16.07.2020 at 03:30 PM

Earnest Money INR 1,00,00,000/- (Rupees One Crore only) payable through Deposit online payment gateway along with Technical and Financial Bid. Details of PCSM Sugar Mill Kindly refer to Preliminary Information Memorandum (PIM).

The Managing Director, The Pondicherry Co-op. Sugar Mills Limited, P.315, Address for Lingareddipalayam, Katterikuppam Post, Correspondence and Puducherry – 605502 Clarifications Phone: (0413) 2674603 /9487463059/9047777914 Email ID : [email protected]

Eligible bidders shall participate in bidding only in online Submission of through eProcument website https://pudutenders.gov.in Tender under two cover system (i.e. (i) Technical Bid and (ii) Financial Bid) in the prescribed format. Please see the Instructions to Bidders in Annexure 25.

Section I – Transaction Process

1. Mill Handover under Long Term Lease Arrangement

1.1 About the Process of Long Term Lease

The Government of Puducherry (the Government) and The Puducherry Co-op. Sugar Mills Limited (PCSM), Lingareddipalayam, Union Teritory of Puducherry, have decided to lease out the Sugar Factory owned by PCSM along with existing liabilities excluding employee settlement package on Lease, Develop, Operate and Transfer (LDOT) as is where is basis for a period of 20 years from the sugar season 2020-2021 to 2039-2040 (i.e., up to 30.09.2040). Accordingly, tenders are invited from eligible bidders through the website https://pudutenders.gov.in.  To help cane growers of The Pondicherry Co-op. Sugar Mills Limited and to create employment for agricultural labourers and skilled persons of that area,  Minimize the Government exposure to residual risk and avoid further liabilities to the Government and cane growers,  To achieve sustainable economic activity and regional development.

1.1.1. Proposed Transaction

The sugar factory proposed for lease under LDOT scheme is having an installed capacity of 1250 TCD and an expanded capacity of 1750 TCD (tones of cane crushing per day). The selected bidders shall undertake development, modernization/expansion capacity of the sugar factory to a minimum level of 3000 TCD along with the establishment of 18 MW bagasse based cogeneration, subject to the approval of State Departments and Central and State Pollution Control Boards. The standard specifications for 3000 TCD sugar mill and cogeneration plant and machinery shall be approved by the Government of Puducherry.

The selection of bidder will be made on the basis of two cover competitive bidding process – Technical and Financial bid. The Bidder shall make an independent enquiry and obtain all required information, facts inputs, the status of existing plant and machinery condition and circumstances that may have any effect on this bid.

Bidders must take their own advice on the lease and obtain the required permission from various departments. The Lease contemplated here does not bind the 12

Government in any way to obtaining or providing required approvals, licenses or permits for any activity. The Bidder must obtain all required permissions and consents from relevant authorities.

Part-I of the Information Memorandum and Bid Documents for lease on LDOT basis; sets out a profile and background information of The Pondicherry Co-op. Sugar Mills Ltd., Lingareddipalayam, Puducherry and the background and description of Buildings, Plant and Machinery, etc., of the Sugar Factory.

1.1.2 Invitation to Submit Bids, Procedures

The Managing Director, The Pondicherry Co-op. Sugar Mills Ltd., Lingareddipalayam, Puducherry, invites Bids on behalf of the factory in pursuant to the Government Order G.O.Ms.No.2/Coop dated 31-07-2019 to submit proposals to take on lease (on LDOT basis) the above Co-operative Sugar Factory along with existing liabilities in accordance with the bid Procedures, Requirements, Terms and Conditions as set out in Part-II of the Information Memorandum and Bid Documents. Accordingly, tenders are invited from eligible bidders through website https://pudutenders.gov.in.

1.1.3. Date of Closure

The Date of Closure for submission of Bids through online is on 26.08.2020 upto 2.00 P.M. and the Technical bid shall be opened by the Tender Committee, Puducherry, on 26.08.2020 at 3.30 PM in the presence of the available Bidders. If the date fixed for opening the bid happens to be a holiday due to any reasons, then the bid will be opened on the next working day at the same time, for which no prior intimation will be given

1.1.4 Letter of authority for Site Visit

To assist the bidders in carrying out due diligent investigations, the Managing Director of the factory / Registrar of Co-operatic Societies, Puducherry, shall issue a letter of authority to inspect the plant and machinery, stores, consumables at the time and date to be fixed in advance with Managing Director of the factory. The Managing Director, The Pondicherry Co-op. Sugar Mills Ltd / Registrar of Co-operatic Societies, Puducherry, will issue the letter on request to persons who have (i) registered their interest in bidding for the lease (ii) signed and returned the

Confidentiality Agreement and (iii) acquired the Information Memorandum and Bid Documents.

A pre Bid conference will be organized for the prospective Bidders on 13.07.2020 at 03.30 P.M in the chamber of the Chairman of Tender Committee/ Secretary(Co- operation), Chief Secretariat , Pondicherry. 1.1.6 Confidentiality Bidders are bound by the Confidentiality Agreement submitted to the Managing Director, The Pondicherry Co-op. Sugar Mills Limited / Registrar of Co-operatic Societies, Puducherry, at the time of registration of interest and obtaining the Information Memorandum and Bid Documents. The Managing Director, The Pondicherry Co-op. Sugar Mills Limited / Registrar of Co- operatic Societies, Puducherry, will take all reasonable precautions to maintain the confidentiality of information submitted by Bidders and will ensure that information is accessible only to personnel authorized to evaluate the bids. 1.1.7 Submission of Tender (a) The eligible bidders shall participate in bidding only in online through website https://pudutenders.gov.in under two cover system (i.e. (i) Technical Bid and (ii) Financial Bid) in the prescribed format. (b) Bidders are allowed to bid until the time of bid closing. The website will not allow any bidder to attempt bidding after the scheduled date and time of bid submission. The submission of bids physically is not permitted. (c) All the documents in support of eligibility criteria are to be scanned and uploaded along with the tender documents in the designated website. (d) The bidder should quote the price in the Price-Bid as per the format given in the E-tender portal.

(e) To participate in the bid, the bidder shall have a valid Class 3 Digital Signature Certificate (DSC), obtained from the certifying authorities enlisted by Controller of Certifying Authorities (CCA). 14

1.1.8 Opening of Tender

(a) The bids received up to 02.00 PM on 26.08.2020 will be taken up for the opening. The technical bid will be opened online at 3:30 PM on 26.08.2020 by the Tender Committee. (b) The technical bids will be verified by the Tender committee. (c) If the date fixed for opening the bids happens to be a holiday due to any reason, then the bid will be opened on the next working day at the same time, for which no prior intimation will be given.

1.1.9 Evaluation

Bids will be evaluated in accordance with the approach set out in the Procedures, Terms and Conditions which are designed to identify the preferred bidder so as to achieve the aim set out above.

1.1.10 Limited Purpose of the Information Memorandum and Bid Documents

The Government of Puducherry and the Managing Director of the Factory or their Advisers, Officers, Employees or Agents or other Bodies under their ownership or control each expressly disclaims, and will not be subject to any liability for the accuracy, reliability or completeness of the contents of the Information Memorandum and Bid documents, or any other documents or information, provided during the Leasing process, whether referred to here or not.

This Information Memorandum and Bid Documents do not constitute any offer by the Government of Puducherry or the Managing Director of the Pondicherry cooperative sugar Mill. Bidders may conduct their own investigations and make evaluations and decisions.

1.1.11 Disclaimer

The Government of Puducherry and the Managing Director, PCSM or their Advisers, Officers, Employees, Agents or other Bodies under their ownership or control shall not be liable for any damages resulting from any disclosure before, during or after the issuance of the advertisement for the lease of the sugar factory or the supply of the Information Memorandum and Bid Documents and the submission and decision- making on bids.

The Tender Committee appointed by the Government of Puducherry reserves the right to accept or reject bids, to discuss different or additional aspects with any bidder, and to cancel or terminate the Bid process before or after the Date of Closure for receipt of Bids. The Government of Puducherry and their advisers will not be liable for any costs, damages and expenses incurred by Bidder or resulting from any actions of this type.

1.1.12 Further Enquiries

Further enquiries or requests for clarification on issues or questions concerning this matter may be addressed to: The Managing Director The Pondicherry Co-op. Sugar Mills Limited., P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502. Union Territory of Puducherry, Ph: (0413) 2674 603 /9487463059/9047777914 e-mail [email protected]

The Registrar of Co-operative Societies, Vedapureeswarar Varadaraja Perumal Nagar, Vazhudavoor Road, Near Rani Hospital, Thaittanchvadi, Puducherry, 605009 Ph: (0413) 227 2007 Telefax: (0413)-2272619

The Managing Director, of PCSM, has the right to distribute further information in response to enquiries from Bidders, where this is desirable in the interests of equal access to relevant information but in doing so the Managing Director of PCSM shall not reveal the source of the enquiry. Conditional tender in any form will not be accepted. The right of final acceptance of the tender is entirely vested with PCSM and reserves the right to accept or reject any or all the bidder in part or in totality or to negotiate with any or all the bidders or to withdraw/ cancel/ modify this tender without assigning any reason whatsoever. After acceptance of the tender by the PSCM, the bidder will have no right to withdraw his tender. Any notice regarding any problem to the bidder, shall be deemed to be sufficiently served if given in writing at his usual or last known place of business.

Hence, PCSM, vide its advertisement dated 24.06.2020 invites proposals (Technical Bid and Financial Bid) through an open competitive bidding process for handing over of the sugar mill of PCSM along with existing liabilities on “as is where is” basis via Long Term Lease Arrangement to revive/rehabilitate the Sugar Mill for developing Integrated Sugar Complex details of which are mentioned in the Annexure-12 (PIM) (without PCSM creating and/or conferring any rights or expectations whatsoever on those so invited and PCSM hereby disclaims all such rights and expectations, if any) subject to the terms and conditions contained in draft , Lease Agreement and Asset Handover and Liabilities Assignment Agreement and other relevant documents referred to herein. PCSM proposes to handover all mill-related specified assets of the Sugar Mill along with existing liabilities on Long Term Lease Arrangement on “as is where is” basis as per the Unit’s balance sheet to the Successful Bidder who would be expected to develop the Unit into Integrated Sugar Complex within a period of 36 months from the date of receipt of licenses and environmental clearance.

1.2 The Advertisement

This Tender Document is released with the formats of Technical Bid, Statement of Legal Capacity, and along with other supporting documents pursuant to the Advertisement by PCSM. The interested Bidders are expected to submit their Applications, on or before 26.08.2020, 02:00 PM (IST). The Applications shall be submitted as per the instructions given in the website. Queries if any, may be made to at the following address:

The Managing Director, The Pondicherry Co-op. Sugar Mills Limited., P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502 Union Territory of Puducherry, Ph: (0413) 2674 603/9487463059/9047777914 email ID – [email protected]

1.3 The Process

1.3.1 PCSM has adopted a single-stage bidding process (the” Bidding Process”) to invite competing proposals for the selection of the Developer.

1.3.2 The single-stage bidding process (the “Bid Stage”) comprises of the following five (05) sub-stages.

1. Test of responsiveness of the Bid: The first sub-stage, PCSM shall determine whether each bid is responsive, which refers to an assessment if the submission is in conformity with the terms and conditions of this Tender Document. (Refer Annexure No.21- Checklist for Test of Responsiveness to Bid)

2. Evaluation of Eligibility: The second sub-stage of the process involves assessment of the Technical and Financial eligibility of the Bidders who have submitted a bid, in accordance with the provisions of this Tender Document as outlined in clause 2.4 of this tender document. The bidders who have met the Eligibility Criteria will be declared as short-listed bidders.

3. Fixation of Reserve Price for One Time Premium: PCSM will appoint two independent valuers for valuation of all assets i.e. Buildings, Plant & Machinery, Trees and other movable and non-movable assets, etc excluding land. The valuers will submit their valuation report in a sealed cover to PCSM. The third sub-stage of this process involves the opening of the valuation reports by the committee after the declaration of shortlisted bidders at the second sub-stage. The committee will finalize the reserve price.

4. Opening of Financial Bid: The fourth sub-stage of this process involves the opening of the Financial Bids of the shortlisted bidders who have met the Eligibility Criteria of the previous sub-stage after finalization of Reserve Price. The bidder who has quoted the highest One Time Premium/lease advance amount and also the highest annual lease rental shall be declared as the Highest Bidder (H-1)

5. Selection: The fifth sub-stage of this process involves the opening of the Financial Bids and selection of Bidder as per a suitable approach. Bidders will not be offered the opportunity to match or better the bid received from the Highest Bidder if such bid is superior to that submitted by other bidders. However, negotiations may be held by the Tender Committee, if required, with the highest bidder for improving the bid amount further. The Highest Bidder will be selected for the development of the Integrated Sugar Complex.

The Establishment Rooms to provide Sugar mill-related data have been established as per details provided in this Tender Document. Applicants can start due diligence process including site visits, Establishment Room visits, etc. after furnishing following documents and obtaining permission from PCSM,

1. Authorization Letter as per Annexure-13; 2. Confidentiality Agreement as per Annexure-15; 3. Eligibility/Qualification certificate from Statutory Auditors/Chartered Accountant certifying the Net worth of the Applicant evidencing that the Applicant possesses the eligibility criteria as mentioned in Clause 2.4.2 of this Tender Document;

It shall be noted that permission to carry out due diligence should not be construed as qualifying at the Technical Bid stage.

1.4 Time Schedule

The indicative timeline is as follows:

S.No. Activity Date Publication of Advertisement for 1 inviting tenders through the 24.06.2020 competitive bidding process Issue of Tender document along with Draft Lease Deed and Draft Asset 2 24.06.2020 Handover Agreement to the interested Applicants/Bidders Initiation of Due Diligence and Site 3 25.06.2020 Visits 16.07.2020 at 03.30 P.M in the chamber of the Chairman of Tender Committee/ 4 Pre Bid Meeting Secretary(Co-operation), The Secretariat, GoP, Pondicherry 5 Reply to pre Bid meeting queries Upto 25.07.2020 6 Date for submission of Bid document 26.08.2020 upto 02:00 P M. 7 Opening of Technical Bid 26.08.2020 at 03:30 PM The date will be communicated after the 8 Opening of Financial Bid evaluation of the Technical Bid. Intimation and issue of the Lease allotment letter to the selected for 9 Date to be intimated the development of Integrated Sugar Complex Deposit of 25% amount of One Time 10 Amount in form of Demand Draft to 15 days from the date of Intimation.

PCSM Submission of In-principle Approval 90 days from the date of the issue of letter issued by Banks/FIs in support of 11 Lease allotment letter. investment to be made. Deposit of balance 75% amount of 12 One Time Amount in form of Demand 90 days from the date of Intimation Draft to PCSM Submission of Final Sanction Letter 13 issued by Banks/FI's in support of 180 days from the date of intimation investment to be made Submission of Rs.10.00 Crores as Security Deposit in the form of FDR (in 14 the name of the developer with a lien 180 days from the date of intimation marked on it in favour of PCSM ) or Bank Guarantee to PCSM.

Signing of the Lease Deed, Asset Handover Agreement and other related documents with the Successful Bidder after Receipt of Bank 15 Guarantee/Demand Draft of Rs.10.00 180 days from the date of intimation Crores as Security Deposit, Performance Guarantee of Rs.1.00 Crores, DPR and Final Sanction Letter issued by Banks/FI’s. Handing over of possession of the 16 assets of the Sugar Mill as per After the execution of documents Annexure – 20

1.5 Liabilities and Employees 1.5.1 Assets of PCSM on “as is where is basis” will be handed over to the Developer along with assignment of all liabilities (Cane Price, Salary, Salary recoveries, Bank’s Dues, Suppliers Dues, Contractor Dues, Taxes and Duties of Central and State Government, excluding worker settlement package.) 1.5.2 Pending Legal cases and assessments under various statutory enactments by various authorities pertaining to the PCSM Sugar Mill will not be transferred to the developer. If any liability arises in the future due to any order passed by any Court or statutory authority due to any legal case or assessment pertaining to the period before the date of lease deed, it will be borne by the PCSM.

1.5.3 All assets which are handed over to the developer by PCSM will be inclusive of existing encumbrances. All existing liabilities will also be assigned to the developer.

1.5.4 Services of all the existing employees/workmen of the sugar mill would be terminated through the Voluntary Retirement Scheme settlement package and the Developer (Lessee) will not be in the obligation to continue with existing employees of the mill / PCSM. The liability on account of salary arrears /employee benefits /retirement benefits accrued to the employees as on the date of separation of services shall be borne by the bidder excluding Voluntary Retirement Scheme /Employees Settlement Scheme package.

2. Instructions to Applicants/Bidders

2.1 One Application per Applicant/Bidder

Each Applicant/Bidder is entitled to submit only one Application (Technical and Financial Bid) individually by itself or through a Consortium which intends to bid for the Unit. An Applicant is entitled to submit only one bid and cannot be a party to more than one bid, whether by itself or as a part of a Consortium. Any Applicant found having made more than one Application by itself or as a part of a Consortium shall be liable to be disqualified and will also lead to disqualification of the Consortium(s) of which it is a member.

2.2 Language

The Application and all related correspondence and documents should be written in the English language. Supporting documents and printed literature furnished by the Applicant with the Application may be in any other language provided that they are accompanied by true translations thereof in the English language duly attested by the Bidder and the bidder shall be responsible for the translated version. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Application, the English language translation shall prevail.

2.3 Currency

The currency for the purpose of the Application shall be the Indian Rupee (INR).

2.4 Eligible Applicants/Bidder

2.4.1 Applicant/Bidder

The Applicant may be a Company or a Consortium or a Proprietary Firm or a Partnership Firm or a Trust or a Society for taking over the Sugar Mill owned by PCSM on “as is where is” basis on Long Term Lease Arrangement. Leasing of Leasehold land held by PCSM, subleasing of leasehold land will be subject to the approval of the same by the original lessor namely, Government of Puducherry / Commune Panchayat. In computing, the eligibility criteria of the Applicant/ Consortium Members, the Net Worth of their respective Associates/Group 22

Companies may also be taken into consideration provided that the Applicant/Consortium Member and their Associates or Group Companies shall agree and undertake to be jointly and severally responsible for taking over of the Unit for developing it into Integrated Sugar Complex on Long Term Lease Arrangement and furnishing undertakings for the fulfillment of any and all such obligations of the Applicant / Consortium Member as may be required for the Transaction.

In case the Successful Bidder is a Consortium / PAC (persons acting in concert), it shall form a Special Purpose Vechile Company for the transaction before submission of Bids or after declaration as Successful Bidder. The Lease Deed and Asset Handover Agreement relating to PCSM Sugar Mill and also the assignment of various liabilities shall be executed in favour of the Special Purpose Vechile (SPV). In case the Successful Bidder is other than a Consortium, it may also form an Special Purpose Vechile (SPV) and in such case too, Lease Deed and Asset Handover Agreement / Liabilities assignment shall be executed in favour of Special Purpose Vechile (SPV).

2.4.2 The Applicant/Bidder shall meet the following criteria regarding Net Worth:

Net worth of not less than INR 20 Crores (Rs. Twenty Crores) as per the last audited accounts for the Accounting year which should not have ended before 31th March, 2019. For this purpose: a. “Net Worth” shall be filled in as described as per Annexure-10 and certified by a chartered accountant. b. Net Worth shall be calculated according to the following formula (i) In the case of Company

Net Worth = (Paid up equity + Reserves) - (Revaluation Reserves + Accumulated Losses + Miscellaneous Expenditure not Written Off) (i) In case of Consortium

For Company Members Net Worth = (Paid up equity + Reserves) - (Revaluation Reserves + Accumulated Losses + Miscellaneous Expenditure not Written Off)

(iii) In case of Proprietary Firm/Partnership Firm/Society/Trust

Net Worth = (Book value of Tangible Fixed Assets + Investments + Current Assets) – (Secured Loans + Unsecured Loans + Current Liabilities & Provisions) 23

c. In case of a Consortium, the net-worth shall be the weighted average of the networth of its members (based on their proposed equity stake i.e. contributions to the equity of Special Purpose Vehicle (SPV) Company formed or to be formed for the Transaction) and each member shall submit information in the form of Annexure 10 as a proof of its Net-Worth. The Lead Member of the Consortium should satisfy the proportionate net-worth criteria as mentioned in clause 2.4.7 (i.e. they must hold a minimum of 26% interest/stake in Consortium and SPV).

d. Assessment of eligible turnover and Net worth will be made based on the latest guidelines provided by the Chief Vigilance Commissioner (CVC) of India and General Financial Rules (GFR).

e. In case the Successful Bidder is other than a Consortium, it may also form an SPV Company before submission of Bid or after declaration as Successful Bidder for execution of Lease Deed and Asset Handover / Liability assignment Agreement. The new Special Purpose Vechile ( S.P.V.) or company which will be formed by Developer will have combined shareholding of minimum 51% of Bidder and its shareholders/promoters.

f. In case any Successful Bidder other than a Consortium of companies intends to form an SPV, then he would be required to submit a Deed of Undertaking cum Indemnity (as per the format provided in Annexure-16) prior to the execution of Lease Deed and Asset Handover Agreement.

2.4.3 Financial and Legal Capability

The Financial and legal capability of Applicant/Bidder shall be evaluated based on the detailed information provided by the Successful Bidder as per clause 2.4.2 i.e. Annexure -10 and Annexure 4 of this Tender Document.

The Applicants are required to certify that all statements made by them and information provided by them is complete, true and accurate to the best of their knowledge and belief. If at a subsequent date it is discovered that the Applicant or any Consortium member did not either possess the requisite qualification or that any part of the information provided in the Application was not accurate or

complete in any material respect, the PCSM reserves the right to disqualify any such Applicant from the process of the Transaction.

2.4.4 Foreign Direct Investment (FDI) Norms

The Applicant and/or each member of a Consortium will have to comply with the FDI norms, as applicable for the sugar sector, and will be required to provide satisfactory credentials along with Technical Bid. If credentials given in the Technical bid are not satisfactory, the applicant will not be eligible for the financial bid. Non-submission or non-satisfactory submission of credentials in the Technical bid may lead to disqualification.

2.4.5 Integrity of the Bidder

The undertaking provided by the Applicant for qualification in terms of the integrity of bidders should be in accordance with Annexure-4.

2.4.6 Security Consideration

The Applicants and/or each member of a Consortium which have been charge- sheeted or convicted relating to national security or integrity under the provisions of the Indian Penal Code, or Officials Secrets Act, or other relevant legislation shall be disqualified from the bidding process. Any Bidder who, in any other bidding process had succeeded bidding process and terminated the lease before taking charge i.e. Blacklisted company shall be disqualified from the bidding process The Applicant shall be required to submit an undertaking as per Annexure-4.

2.4.7 Additional Criteria for Consortium Members

1. In addition to the above-mentioned criteria, in case of a Consortium following criteria should also be satisfied by the Applicant/Bidder; a) Members of the Consortium shall be a Company. b) The Consortium would need to specify a Lead Member of the Consortium. c) The Lead Member would be required to commit to hold a minimum 51% Interest / Stake in the Consortium till the end of the fourth calendar year from the date of Lease Deed.

d) The minimum stake of a member other than Lead Member in a Consortium should neither be less than 10% Interest/Stake in the Consortium nor higher than the stake of Lead Member. e) The total number of members in a Consortium shall not exceed five (05) members. f) No change in Consortium composition is permitted after submission of the Application/Bid. g) All Applicants are expected to conform to all the regulatory approvals for their respective sectors in India / Union Teritory of Puducherry. h) In case Consortium is Successful/ Highest Bidder, the following conditions shall apply: i. Lock-in period of four years will be applicable to the consortium from the date of signing of the Lease Agreement. ii. The Lead member of the Consortium shall be required to maintain at least 51% of the interest in the Consortium for the initial four years from the date of execution of Lease Deed. Thereafter, the transfer will be allowed within Special Purpose Vechile (SPV) / consortium members. After the lock-in period of 4 years, however, inter se change in shareholding among members is allowed. 2. Each Applicant should have ascertained the applicability as well as complied with Indian Laws as well as the laws of its home country and regulations including but not limited to Foreign Direct Investment Guidelines. Any Application not found complying with these guidelines shall be rejected at any stage of the Transaction. 2.4.8 Share Holding in SPV

Each Consortium Member shall hold the same percentage of shareholding in the proposed SPV as it holds in Consortium. In case the Successful Bidder is other than a Consortium, it may also form an SPV Company in which Developer will have combined shareholding of minimum 51% by Developer Company and its shareholders/promoters. 2.4.9 Tender Document

Tender Document containing details of scope of work, eligibility criteria, proposal under LDOT and other terms and conditions may be downloaded from website https://pudutenders.gov.in and the tender document fee of Rs.50,000+ 18% GST payable through online payment gateway.

2.5 Bid Security and Forfeiture of Bid Security

2.5.1 EMD / Bid security will be ascertained and fixed as per CVC / GFR guidelines. Applicant/Bidder shall remit Bid Security for an amount of INR 1,00,00,000 (Rupees One Crore) only, through online payment gateway. For the Successful Highest Bidder (H1): It will be returned after execution of Lease Deed and Asset Handover / Liabilities Assignment Agreement by PCSM or adjusted with the One Time Lease Advance. a) For other Bidders: within 30 days from the date of intimation of selection of Highest Bidder (H1)

2.5.2 The entire Bid Security shall be forfeited in any of the following cases: 1. In case a Selected Developer fails to deposit 25% of One Time Lease advance Amount within 15 days from the Intimation Date, or 2. In case any Short Listed Bidder withdraws its Financial Bid, 3. If the Bidder is disqualified for any reason mentioned in this Tender Document after opening of the Financial Bid

2.6 Technical Bid to be Submitted by Applicants - Single Company

APPLICATION shall comprise:

1. Application as per the format enclosed as Annexure-1; 2. Statement of Legal Capacity as per Annexure-2; 3. Details of Applicant/Bidder as per Annexure-3; 4. Undertaking (Security & Integrity) as per Annexure-4; 5. Board Resolution giving authority to the Applicant to submit Technical and Financial Bid with respect to transfer of assets of the Sugar Mill of PCSM on Long Term Lease arrangement. The format for the Board Resolution is provided at Annexure-5. 6. A power of attorney as per the format enclosed at Annexure-6. 7. Eligibility criteria as per Annexure-10. 8. An undertaking (in the format provided in Annexure-11) from Group Company/ Associate, if included in the eligibility criteria of Applicant. 9. Applicant/Bidder shall remit Bid Security for an amount of INR 1,00,00,000/- (Rupees One crore) only through online payment gateway.

10. A certified true copy of the Memorandum of Association and Articles of Association of the Applicant. 11. Audited Financial Statements (Balance Sheet) of last three accounting years (latest year not earlier than March 31, 2019). 12. Last three financial years Income tax returns (AY 2019-20, 2018-19 and 2017-18). 13. Photocopy of receipt of fees deposited for purchasing Tender Document.

2.7 Technical Bid to be submitted by Applicants - Consortium The APPLICATION shall comprise: 1. Application as per the format enclosed as Annexure-1; 2. Statement of Legal Capacity with respect to all members of the Consortium as per Annexure-2; 3. Details of Applicant/Bidder as per Annexure-3; 4. Undertaking (Security & Integrity) as per Annexure-4; 5. Power of Attorney, as per Annexure-7, by the members of the Consortium to nominate one member as the ‘Lead Member’; 6. Board Resolution and Power of Attorney by each member of Consortium as per the format enclosed at Annexure-5 and Annexure-6; 7. Memorandum of Understanding (MoU) from the members of the Consortium as per Annexure-8; 8. Board Resolutions of each member of Consortium, giving authority to enter into MoU with other members for transfer of assets of the Sugar Mill of PCSM on Long Term Lease arrangement as per format provided in Annexure-9; 9. Eligibility criteria as per Annexure-10; 10. An undertaking (in the format provided in Annexure-11) from Group Company/ Associate, if included in the eligibility criteria of any member of Consortium. 11. Applicant/Bidder shall remit Bid Security for an amount of INR 1,00,00,000/- (Rupees One crore) only through online payment gateway. 12. A certified true copy of the Memorandum of Association and Articles of Association of all members of the Consortium. 13. Audited Financial Statements (Balance Sheet) of last 3 accounting years (latest year not ending before March 31, 2019 with respect to each of the members of the consortium). 14. Last three financial years Income tax returns (AY 2019-20, 2018-19, 2017-18) for each member of the consortium. 15. Photocopy of receipt of fees deposited for purchasing Tender Document. 28

2.8 Technical Bid to be submitted by Applicants – Proprietary Firm, Partnership Firm, Society and Trust

The APPLICATION shall comprise:

1. Application as per the format enclosed as Annexure-1; 2. Statement of Legal Capacity as per Annexure-2; 3. Details of Applicant/Bidder as per Annexure-3; 4. Undertaking (Security & Integrity) as per Annexure-4; 5. In case of proprietary firm or partnership firm or society or trust, a power of attorney as per the format enclosed at Annexure-6. An individual cannot grant power of attorney for the purpose of execution/signing of documents in respect of the Project. However an individual may authorize representatives for representation before the authorities during the meetings, conferences and discussions in respect of the Project. 6. Eligibility criteria as per Annexure-10. 7. Applicant/Bidder shall remit Bid Security for an amount of INR 1,00,00,000/- (Rupees One crore) only. through online payment gateway 8. A certified true copy the documents of incorporation/formation of such Applicant/Bidder. 9. Audited Financial Statements (Balance Sheet) of last 3 accounting years (latest year not earlier than the year ending on 31st March, 2019). 10. Last three financial years Income tax returns (AY 2019-20, 2018-19and 2017-18). 11. Any concession is available from Societies / Trust 12. Photocopy of receipt of fees deposited for purchasing Tender Document. 2.9 Instructions for Submitting Financial Bid

2.9.1 Bid variables

The Bid Variables shall be the Bid Amount namely one time lease advance and annual lease rent payable over the lease period which is exclusive of GST and other applicable taxes.. The Bidders shall quote the Bid Amount i.e. amount they are willing to pay as One Time Initial Premium Amount for Buildings, Plant & Machinery and other specified movable and non-movable assets etc along with existing liabilities including land intended to be handed over to the Developer. Lease rentals payable on net assets to be handed over on lease will be on annual basis with scope for annual increase in lease rental amount. 29

2.9.2 The Application shall be typed or written in indelible ink and each page shall be signed by the Applicant (Signed in original, not scanned). All the alterations, omissions, additions, or amendments made to the Application shall be initialed by the person (s) signing the Application.

The Applicant would provide all the information as per this Financial Bid. PCSM may evaluate only those Applications that are received in the required format and complete in all respects.

2.10 Format and Signing of Application

e-envelopes containing the Technical Bid, Financial Bid and Annexure thereof shall be clearly identified and submitted through E-tendering process to: The Managing Director The Pondicherry Co-op. Sugar Mills Limited., P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502 Union Territory of Puducherry, Ph: (0413) 2674 603 . Applicants who have purchased Tender Document on payment of Tender Document fees or have downloaded the Tender Document before the Application Due Date are eligible to submit the Applications. In case Applicant has downloaded the Tender Document then he has to submit a Demand Draft equivalent to Tender Document fees in a separate envelope. The Applicant should provide all the information along with Annexure as per this Tender Document. PCSM would evaluate only those Applications that are received in the required format and complete in all respects along with all the attachments.

Applicants are required to submit all details only on prescribed format as per e- tendering process. In the event, any of the instructions mentioned herein have not been adhered to the Application is liable to be rejected.

2.11 Sealing and Marking of Applications

2.11.1 Technical Bid to be submitted by Applicants

The Application should be submitted in a separate sealed e-envelope (through a password) marked “PRIVATE AND CONFIDENTIAL – TECHNICAL BID FOR QUALIFICATION FOR MILL HANDOVER ON LONG TERM LEASE ARRANGEMENT OF THE SUGAR MILL OWNED BY PONDICHERRY CO-OPERATIVE SUGAR MILLS LIMITED, PUDUCHERRY” The envelope shall be clearly marked “TECHNICAL BID – e-Envelope-1”. The e-envelope should contain the name of authorized representative along with his Mobile, email, Phone and fax number. Tender Document will have to be downloaded from the website https://pudutenders.gov.in by the Applicant then an amount towards tender document fees of Rs.50,000/- plus 18 % GST or as applicable payable online through the online payment gateway will be submitted in a separate sealed envelope marked “PRIVATE AND CONFIDENTIAL – TENDER DOCUMENT FEES FOR

QUALIFICATION FOR MILL HANDOVER ON LONG TERM LEASE ARRANGEMENT OF THE SUGAR MILL OWNED BY PUDUCHERRY CO-OPERATICE SUGAR MILLS LIMITED, PUDUCHERRY” The envelope shall be clearly marked “TENDER DOCUMENT FEES – e-Envelope-2”. 2.11.2 Financial Bid to be submitted by Applicants The Financial Bid shall be submitted in separate sealed cover marked “PRIVATE AND CONFIDENTIAL – FINANCIAL BID FOR QUALIFICATION FOR MILL HANDOVER ON LONG TERM LEASE ARRANGEMENT OF THE SUGAR MILL OWNED BY PONDICHERRY CO-OPERATICE SUGAR MILLS LIMITED, PUDUCHERRY” The envelope shall be clearly marked “FINANCIAL BID – e-Envelope-3”. It will be containing following sealed envelopes: e-Envelope 3-A: Titled “PRIVATE AND CONFIDENTIAL – FINANCIAL BID FOR LONG TERM LEASE OF THE SUGAR MILL OWNED BY PCSM It shall comprise; 1. The envelope / folder shall contain Financial Bid as per the format enclosed as Annexure - 17 2. Investment plan to be done in three years enclosed as Annexure -18. 31

e-Envelope 3-B: 1. A copy of the “Draft Lease Deed and Draft Asset handover / Liability Assignment Agreement’’ signed by the authorized signatory of the Applicant (to confirm the acceptance of the final draft of the Lease Deed and Asset handover / Liabilities Assignment Agreement) 2. FIPB/SIA application, if required

2.12 Application Due Date

The Application should be submitted in e-tender on the Application Due Date upto 02.00 PM. on or bfore 26.08.2020. Applications submitted by either e-mail, facsimile transmission or telex would not be acceptable. Applications submitted after the time stated above will be rejected. PCSM will not be responsible for any delay, loss or non-receipt of Technical Bid along with other documents sent by post / courier. Further, PCSM shall not be responsible for any delay in receiving the Application and reserves the right to reject any or all Applications without assigning any reason thereof. PCSM may, at its sole discretion, extend the Application Due Date by issuing an Addendum.

2.13 Modifications / substitution of Applications

No Application shall be modified or substituted or withdrawn by the Applicant after its submission to PCSM. 2.14 Application Preparation Cost

The Applicant shall be responsible for all of the costs associated with the preparation of its Application as described in this Tender Document, including, without limitation, any and all costs, direct or indirect incurred in verifying, gathering and collating material, information and data, whether included in the Information or not, or on securing the services of advisors and/or consultant, etc. PCSM will not be responsible or in any way liable for such costs.

2.15 Applicant Warranty and PCSM Presumption

It would be deemed that by submitting the Application, the Applicant warrants that it has: 1. Made a complete and careful examination of the Tender Document; and 2. Independently verified all Information mentioned in the Tender Document including PIM as part of this Tender Document. 3. It has duly verified all information given in PIM and have done due diligence.

It shall be further deemed that by submitting the Application to PCSM, PCSM is entitled to presume the existence of and rely on the aforesaid Applicant warranty.

PCSM shall not be liable for any wrongful presumption, mistake or error on the part of the Applicant in respect of the above or in respect of the selection process or the Transaction relating to Project generally.

2.16 Amendments to Tender Document At any time prior to the deadline for submission of Application, PCSM may, for any reason, whether at its own initiative or in response to clarifications requested by an Applicant, modify the Tender Document by the issuance of addenda (the “Addenda or Addendum”, as the case may be) and also on website https://pudutenders.gov.in published in the print media.

2.17 Validity/ Extension of Validity of Application Applications shall be valid for a period of 270 days from the Application Due Date (the “Application Validity Period”). PCSM reserves the right to reject any Application, which does not meet this requirement. In exceptional circumstances, 15 days prior to expiry of the original Application Validity Period, PCSM may request Applicants to extend the Application Validity Period for a specified additional period subject to maximum period of 180 days. If for whatsoever reason, any Applicant does not convey consent, to the extension of the Application Validity Period; its Application will not be considered by PCSM. Such consent shall be required to be communicated in writing before the expiry of the original Application Validity Period.

2.18 Establishment Room Facility for Due Diligence of mill related data

The Establishment Room has been set up by PCSM and the Applicants will be provided access to the Establishment Room facility to carry out due diligence of the Sugar Mill owned by PCSM subject to rules and conditions as mentioned in Annexure-13 and 14.

2.19 Pre-bid Conference

A Pre-bid conference meeting will be held with interested parties on the date mentioned in the Clause 1.4 (Time Schedule) at Puducherry to answer prospective bidder’s queries and to explore any suggestions/offer/proposals for making Project viable and profitable. Prospective bidders can participate in the pre-bid conference. After Pre-bid conference Tender Committee appointed by the Government of Puducherry / PCSM may consider amending Tender Document based on the suggestions/proposals/demands of Applicants amendment to this Tender Document may be issued. 2.20 Clarifications Requests for clarifications relating to this Tender Document may be submitted to the following at least 7 days before the Application Due Date and with a mandatory copy to the RCS as mentioned below. However, PCSM retains the right not to answer any or all of the requests for clarifications: The Managing Director The Pondicherry Co-op. Sugar Mills Limited., P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502 Union Territory of Puducherry, Ph: (0413) 2674 603/9487463059/9047777914 Email ID – [email protected]

PCSM reserves the right to reject any or all applications without giving any reasons. PCSM and its representatives will not entertain any claim for any expenses whatsoever.

2.21 Right to Accept or Reject Any or All Applications

1. Notwithstanding anything contained in this Technical Bid, PCSM reserves the right to accept or reject any Application and to annul the process of short listing of Applicants and reject all Applications/proposals, at any time, at any stage without any liability or any obligation for such acceptance, rejection or annulment, without assigning any reasons. 2. PCSM reserves the right to reject any Application, if at any time, the Applicant does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Application.

2.22 Confidentiality

2.21.1 The Applicants shall be required to sign a Confidentiality Agreement as per Annexure- 15 before entry in the Data Room. After submission of Confidentiality Agreement the applicant will be issued Permission Letter for due diligence by PCSM.

2.21.2 Information relating to the examination, clarification, evaluation, and recommendation in relation to the qualified Applicants shall not be disclosed to any person not officially concerned with the process. PCSM will treat all information submitted as part of Application in confidence and would require all those who have access to such information to treat the same in confidence. PCSM will not divulge any such information unless it is ordered to do so by any authority that has power under any provision of law to require its disclosure. PCSM however reserves the right to make public disclosure of the names of the Applicants and short listed Applicants. 2.23 Governing Law/ Jurisdiction This Transaction shall be governed by the laws of India. All disputes arising out of the process shall be subject to the exclusive jurisdiction of the Courts at Puducherry and High Court at Chennai.

2.24 Notification of Shortlisted Bidders The shortlisted bidders would be intimated through email. In addition, all further correspondences thereafter shall also take place through email.

3. General Terms and Conditions

3.1 Terms & Conditions of Transfer of Assets PCSM shall execute Lease Deed and Asset Handover / Liabilities Assignment Agreement with the Selected Bidder(s) to handover the assets of the Sugar Mill owned by PCSM on Long Term Lease Arrangement. In case the Successful Bidder is a Consortium, the consortium members have to incorporate an SPV in the form of a Company with their respective stake in the Consortium before submission of bid or before signing date for execution of Lease Deed and Asset Handover / Liabilities Assignment Agreement. In case the Successful Bidder is other than a Consortium, it may also form an SPV for execution of Lease Deed and Asset handover / Liabilities Assignment Agreement. In case any Successful Bidder other than a Consortium intends to form an SPV for execution of Lease Deed and Asset Handover / Liabilities Assignment Agreement, then he would be required to provide a Deed of Undertaking cum Indemnity (as per the format provided in Annexure) prior to execution of Lease Deed and Asset Handover / Liability Assignment Agreement.

The Lease Deed and Asset Handover / Liabilities Assignment Agreement will be executed in favour of SPV or Successful Bidder, as the case may be. It is made clear to the Bidders that the handing over of assets and liabilities of sugar mill shall be in respect of all rights and interest of PCSM in and to the Unit, together with all assets on an “as is where is basis”. The handover of assets / assignment of liabilities will be done under following terms & Conditions;

3.1.1 PCSM intends to handover of specified portion of land of the Sugar Mill on “as is where is” basis under Long Term Lease arrangement for developing an Integrated Sugar Complex. The initial lease period would be for 20 years which would be extended for further 20 years on mutual consent on payment of annual lease rent which would be determined every five years based on prevailing market conditions.

Apart from annual lease rent, developer will pay “One Time Premium / Lease Advance Amount” for all assets i.e. Plant & machinery, Building, Trees and all other specified movable assets of the Sugar Mill.

After completion of lease period, developer will return the entire project which will include Land, Building, Plant & Machinery etc. to PCSM on “as is where is basis” as “On Going Concern”. For ensuring availability of sufficient cane for operations, the Developer will undertake Field Extension and focused cane Development programs in his command area during the entire lease period.

3.1.2 Integrated Sugar Complex comprising of a Sugar Mill, Power Generation Unit, downstream units to add value to by-products and allied/ancillary industries etc. will be developed and operated on Lease, Develop, Operate and Transfer (LDOT) basis, along with all existing permits and licenses by the Developer.

3.1.3 The entire project will be developed by developer on its own costs and/or from the funds raised from Banks/Financial Institutions. They shall not obtain any term loan from Government of Puducherry for setting up the integrated complex and also any other fiscal support which is required to sustain the viability of the project in long run. The developer may obtain grant / subsidy / incentives, if any from Government of India but cannot expect any grant / concessions / incentives from Government of Puducherry.

3.1.4 Integrated Sugar Complex will comprise of a Sugar Mill with minimum capacity of 3000 TCD, Power Generation Unit of minimum capacity of 18 MW, downstream units to add value to by-products and allied/ancillary industries etc. 3.1.5 The project will be completed from the date of The Lease Deed and Asset Handover / Liabilities Assignment Agreement signed by the Developer as follows:- Sugar Mill & Cogen. Plant within three years 3.1.6 The initial lease period would be for 20 years which would be extended on mutual consent for further 20 years at developer’s request if all the terms and conditions of the lease have been complied with and the performance has been satisfactory. Satisfactory performance will mean that on the date of request of extension, there are; a) No over dues of cane payment b) No over dues of any statutory payments c) No over dues in respect of employees d) No over dues of any lease rent

3.1.7 After completion of lease period the developer will return the entire assets of developed Integrated Sugar Complex which will include Land, Building, Plant & Machinery, trees etc. free from all encumbrances to PCSM on “as is where is basis” as “On Going Concern”.

3.1.8 Developer will pay quoted annual lease rent which will be increased by 15 % after every five years of lease period. After 20 years, the lease would be extended for another 20 years ,at developer’s request, on mutual consent on payment of annual lease rent which would be determined every five years based on prevailing market conditions.

3.1.9 Assets of the Sugar Mill owned by PCSM will be handed over along with liabilities (Cane Price, Salary recoveries, Bank’s Dues, Suppliers Dues, Contractor Dues, Taxes and Duties of Central and State Government, salary dues, etc.) accrued till 30-09-2020. Liabilities as on 30-09-2020 assigned now on handover date will not be assigned back to PCSM on completion of lease period.

3.1.10 Pending Legal cases and assessments under various statutory enactments by various authorities pertaining to the Sugar Mill will not be transferred to the developer. If any liability arises in future due to any order passed by any Court or statutory authority due to any legal case or assessment pertaining to the period before the date of lease deed, it will be borne by the PCSM. Any demand for statutory dues for the period after the lease arrangement will be borne by the bidder. In the same way the pending legal cases on handover date will not be transferred back to PCSM on completion of lease period. Any liability due and cases pertaining to the lease period shall be borne by the developer.

3.1.11 The developer shall have no right to mortgage the freehold land of PCSM / Lease hold rights of the Sugar Mill handed over to them and/or developed by them to raise term loans/working capital loans from Banks/Financial Institutions. For mortgaging the newly created fixed assets, the developer has to take prior NOC from PCSM. PCSM may provide NOC after examining the request submitted by the Lessee. The developer has to ensure that repayment of principal & interest of the loan is scheduled in such a way that all the repayments are completed prior to 05 years of

the end of the original lease period (i.e. before 16th year of the Signing Date).

If the lease is extended for another 20 years, then also the Developer will not be granted permission to mortgage the land/ leasehold rights if he wants to raise any further loan during the extended lease period.

3.1.12 All the assets will be handed over to developer along with existing liabilities excluding Employees Settlement Package by PCSM. PCSM will arrange handing over of all portions of factory land presently taken on long term lease from Government of Puducherry / Commune Panchayat with modifications if any in lease terms. All present permits/licenses in name of the Sugar Mill of PCSM will not be transferred to developer.

3.1.13 Developer shall, to the extent it is feasible to do so, utilize all existing and usable building, plant and machinery, trees, etc. However, demolition / disposal shall be allowed only during the project execution period of three years. The lessee should obtain proper NOC from PCSM for demolition/disposal of existing buildings and plant and machinery, trees, etc in the premises during expansion project execution period.

3.1.14 A Fixed deposit receipt(FDR) or Performance Bank Guarantee(PBG) of the total value of Rs. 10.00 crores in for a period of 36 months in favour of PCSM will be given by developer within 180 days from the date of issue of Letter of Intent (LOI) for Lease arrangement. In case FDR is given, then it will be in the name of the Developer’s company/firm with a lien marked in favour of PCSM.

The date of validity of FDR or Performance bank Guarantee can be extended for the next 06 months if required.

3.1.15 The Integrated Sugar Complex will be developed and commercial production will start within 36 months after getting environmental clearances. On completion of the project and after one year of commercial operation, the Performance Bank Guarantee or FDR of Rs. 10.00 crores (validity of 36 months) will be returned.

3.1.16 Developer will submit sources of his contribution within 15 days of issue of LOI. The mill will have to file Industrial Entrepreneurs’ Memorandum (IEM) with Secretariat

for Industrial Assistance (SIA) for new capacity of sugar mill & capacity of Cogeneration plant and obtain an acknowledgment from SIA in this regard.

The period of submission of the in-principal approval letter of Bank(s) can be extended on the request of the Developer for further 02 months, if necessary.

3.1.17 Lease Rent will be payable from the first year in advance. Developer will deposit annual bank guarantee in favour of PCSM equivalent to amount of lease rent with validity of 24 months. The Bank Guarantee will be renewed annually. In addition to Bank guarantee for lease rentals, personal guarantees of two directors of Lessee Company / lead member of the consortium for the entire lease period will be required.

3.1.18 No Fiscal Support will be given by the Government of Puducherry to sustain the viability of the project.

3.1.19 The State Government will grant all the required permission/licenses as per provisions of relevant Act and Rules along with Lease Deed for setting up a power co-generation unit of 18 MW capacity and down-stream and ancillary units to make the complex viable. The required formalities relating to submissions of respective applications as per the related Acts/Byelaws will be done by developer.

3.1.20 Developer will be responsible for obtaining all the necessary IEM / clearances / approvals / permits/ licenses etc. required from the Central Government or any Authority not under the purview of the Government of Puducherry for completion and operation of the project during the term of lease. However, the State Government shall give all the clearances/approvals/permits/licenses as per provisions of relevant Act and Rules which fall within its purview for setting up all the proposed units in the integrated sugar complex. All the licenses and permissions should be in name of the developer’s company which shall develop the complex.

All permission shall be granted for upgradation and modernization of any of the unit in the integrated sugar complex during the lease period with the permission of the Government of Puducherry . All the permits/licenses shall be issued in name of the developer’s company which shall develop the complex.

3.1.21 Developer can form new S.P.V. or company to implement this proposal. The combined shareholding of Bidder and its shareholders/promoters in SPV or new company would be minimum 51%.

3.1.22 PCSM will not interfere in day to day mill activities during the lease period.

3.1.23 Cane will be purchased by the developer from the members on priority basis and the members will get all loan facilities and other benefits as per the bye laws of PCSM as they were getting before as per the allotment of Cane by Cane Commissioner, Puducherry.

3.1.24 A committee under the chairmanship of Administrator of PCSM shall be formed to monitor the progress of work. MD of PCSM, Puducherry, and Cane Commissioner shall be members of the committee. This committee will coordinate and interact with all the concerned departments for providing requisite sanctions, permits, licenses etc for development of the project. The committee will also monitor development and operation of project. It will resolve and give clarifications on any matter relating to this proposal and availing of the various benefits there under. This will help in smooth implementation of project.

3.2 Governing Law/ Jurisdiction This Transaction shall be governed by the laws of India. All disputes arising relating to the process for transfer of assets of Unit shall be subject to the exclusive jurisdiction of the Courts at Puducherry and High Court at Chennai.

3.3 Offer and Payment Schedule 3.3.1 The Shortlisted Applicants are required to submit an offer (Financial Bid) is as under; 1. One time Premium / Lease Advance Amount for Assets i.e. Buildings, Plant & Machinery, trees and other movable assets etc. of the Sugar Mill of PCSM being handed over under Long Term Lease Arrangement (LDOT). 2. Assurance of paying yearly lease rent as per clause 3.1.8 of this Tender document. The yearly rent will be payable in advance on or before January 31.

3.3.2 Payment of One Time Premium Amount One Time Premium will be paid by the successful bidder to PCSM in two installments after declaration of Successful Bidder in the form of a Bank Draft 41

issued at Puducherry, India by any Scheduled Commercial Bank in favour of “The Pondicherry Co-op. Sugar Mills Limited” payable at Pondicherry as under;

a) 25% of One Time Premium within 15 days of obtaining the Letter of award..

b) Balance 75% of One Time Premium in the form of Demamd Draft within three months thereafter.

Only after payment of 100 % of One Time Lease Premium, the contract / deed shall be executed.

3.3.3 Proposed Investment Applicant has to inform in Annexure-18 proposed investment to be done in 36 months for development of Integrated Sugar Complex. There is no minimum Investment criterion in monetary terms. Applicant has to submit proposed investment plan with Project report along with tender submission.

3.3.4 Security Deposit Successful Bidder has to provide Rs. 10.00 crores as Security Deposit for a period of 36 months to PCSM within 30 days from the date of Lease Deed and Asset Handover / Liabilities Assignment Agreement. Security Deposit shall be either in the form of FDR in the name of the Developer with lien marked in favour of PCSM or Bank Guarantee in favour of PCSM payable at Puducherry.

Developer is expected to develop and operate smoothly the Integrated Sugar Complex within 36 months from the date of receipt of all the licenses and environmental clearances. After six months of successful completion of development, start of smooth operation of Integrated Sugar Complex and start of commercial production, Rs. 10.00 crores Security Deposit shall be released by PCSM provided that the period of release can be extended if, PCSM is not satisfied that the Project has been successfully developed. For this Developer will increase validity period of Bank Guarantee for another six months only.

3.3.5 Financial Capability letter

a) Successful Bidder will provide In-principal Approval Letter of loan from Bankers/FIs for developing Integrated Complex with co-generation facility in six months from the date of Lease Deed and Asset Handover / Liabilities Assignment Agreement. b) After submission of In-principal Approval letter of loan from Bankers/FIs within six months he has to submit Final Sanction Letter for disbursement of loan of Bankers/FIs along with detailed Project report duly approved by Bankers/FIs On request of Successful Bidder the time period of submission of In-principle Approval Letter of Bankers/FIs can be considered for extension of another two months by PCSM. In the same way on request of Successful bidder the time period of submission of Final Sanction Letter of Bankers/FIs can be considered for extension of another two months by PCSM.

3.3.6 Registration of Lease Deed and other documents and handing over of Assets & liabilities assignment On depositing One Time Amount, Rs. 10.00 crores as Security Deposit amount in form of FDR or Demand Draft, Bank Guarantee equivalent to amount of yearly Lease Rent along with submission of Final Sanction Letter of Banker’s/FI’s the Lease Deed, Asset handover and Liabilities assignment Agreement and other transaction documents will be executed and registered between Developer and PCSM. After execution of Lease Deed, Asset Handover and Liabilities assignment Agreement and other transaction documents, the assets of the sugar mill will be handed over to the Developer.

3.3.7 Default or Breach by the Developer 3.3.7.1 After payment of Security Deposit of Rs. 10.00 crores or at any other stage, if the Bidder/Developer breaches any of the terms and conditions of Lease Deed, the entire amount paid by the Bidder/Developer along with Security Deposit of Rs. 10.00 crores and Performance Bank Guarantee of Rs. 1.00 crore up to that point, shall be forfeited and the process of selection of Developer may be started de novo, if PCSM so decides. However, if the Developer breaches any of the terms and conditions of Lease Deed after release of Security Deposit, Performance Bank Guarantee shall be invoked / forfeited.

3.3.7.2 Before invoking/forfeiting the Security Deposit, as the case may be, Developer shall be given opportunity of hearing. After providing opportunities of hearing, if PCSM decides to invoke/forfeit the Security Deposit or Performance Bank Guarantee, PCSM shall terminate the Lease and invoke/forfeit the Security Deposit or Performance Bank Guarantee or both as the case may be and shall enter the premises of the Unit. In case of Bidder going out in the middle of the lease period, the bidder will lose the lease advance and also security deposit.

3.4 Stamp Duty and Registration Fees The Developer shall bear the Stamp duty and registration fees as per Applicable Laws on the Lease Deed, Asset Handover Agreement and other Transaction Documents.

3.5 Legal Proceedings There are legal proceedings pending before Courts and forums relating to the sugar mill of PCSM. The details of such proceedings would be available in the Legal Due Diligence Report in the Establishment room for mill related data and all applicants are advised to undertake a thorough due diligence in the Establishment Room in relation to all legal proceedings and other legal matters pertaining to the Unit. However, the legal cases will not be transferred to the Developer and no legal cases will be reverted back by Developer after expiry of Lease period. Bidder has to make his own assessment of legal matters.

4 Evaluation of Bid

4.1 Opening of Technical Bid 1. A committee duly constituted by the Government of Puducherry would open the Applications on 26.08.2020 hours at 03:30 PM for the purpose of evaluation of Technical Bid (e-Envelope-1 & 2). Applicants may depute their authorized representatives to the address mentioned below for witnessing the opening of the Technical Bid. Address for opening the Technical Bid Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingireddipalayam, Katterikuppam Post, Puducherry - 605502 Phone: (0413) 2674603 Email ID – [email protected] 2. The opening of e-envelopes will continue, if necessary in more than one session sometimes spreading over more than one day. 3. The Committee /PCSM would subsequently examine and evaluate the Applications in accordance with the criteria set out in this Tender Document. The Applicants qualifying the Technical Bid will be eligible for Financial Bid stage. Financial Bids of shortlisted bidders will only be opened.

4.2 Evaluation and Selection process The evaluation and selection process will be carried out by the Committee in over 5 sub stages as detailed below;

4.3 First Step – Tests of responsiveness of the bid – Technical Evaluation The Committee /PCSM shall assess the Technical Bid submitted by the Applicants on the following parameters: (Refer Annexure No.22) 1. It is accompanied by a Demand Draft towards Tender Document Fees if it is downloaded. It not, then it should have a photocopy of the receipt issued by PCSM towards deposit of Tender Document Fees submitted by prospective Bidder. 2. It is received as per the Technical Format 3. It is received within Due date and Due Time

4. It is accompanied by E M D . INR 1,00,00,000/- (Rupees One crore)through online payment gateway only. 5. It does not contain any condition or qualifications. 6. Legal capability. 7. FDI restrictions (if any). 8. Integrity of the Bidder. 9. Security Consideration. 10. Bidder is not disqualified as per clause no. 4.7 of this Tender Document 11. Other documents required to be submitted with Technical Bid.

The Committee /PCSM reserves the right to reject any Bid which is non-responsive and no request for alterations, modifications, substitution or withdrawal shall be entertained by PCSM in respect of such Bid.

4.4 Second Step – Evaluation of Eligibility

The Committee shall proceed to evaluate the Eligibility of bidders through a detailed check list, based upon the documentary evidence submitted by the Bidders and the clarifications submitted by the Bidders in response to the clarifications sought by the Committee, in support of their eligibility to the criteria mentioned in the Tender Document.

An Applicant may be disqualified if the information provided does not meet any one of the above criteria.

Bidders who have qualified technical criteria will be selected as Shortlisted Bidders for next stage of selection process i.e. opening of Financial Bid. All such bidders shall be informed about their qualifications.

4.5 Third Step – Financial Bid Opening and Evaluation of Application

Identification of Highest Bidder

1. A committee duly constituted by the Government of Puducherry would open the Financial Bid of the Shortlisted Bidders on a date which will be communiocated after evaluating the Technical Bid. Applicants may depute their representatives at the address mentioned in Clause 4.1 for witnessing the opening of the Financial Bid.

2. Members of the above Committee shall authenticate each Financial Bid envelope Thereafter the signatures of each present Bidder(s) will be taken on each envelope. 3. The opening of Financial Bids will continue, if necessary in more than one session sometimes spreading over more than one day. 4. Then the sealed envelope – 2-A containing the Financial Bids (on which signatures of Members of above Committee and the Bidders had been obtained) of the Proposals will be opened and signature of the Members of Committee and the bidders obtained on the reverse of the Financial Bids. The signatures of the Bidders are obtained to give comfort to the Bidders that no tampering could take place even after this stage in the bids submitted by them. Their signatures are obtained on the reverse to ensure that none of the Bidders comes to know what bid others have submitted. 5. The Bidder adjudged as responsive and eligible and quoting highest One-time Premium Amount and also highest Annual Lease Rent shall be declared as the Highest Bidder (H-1). Among bids with higher One Time Premium and lower Annual Lease Rent or lower One Time Premium with higher Annual Lease Rent, discounted highest Net Present Value of total payments during the lease period shall be considered as the priority to declare “Highest Bidder- H1”

6. In the event of two or more Bidders quote the same amount for One time Premium and also Annual Lease Rental, then the Committee shall identify the Selected Bidder by draws of lots, which shall be conducted, with prior notice, in the presence of the Tie Bidders who choose to attend.

4.6 Fourth Step – Opportunity to bidders to match the highest bidder 1. After identification of the Highest Bidder as per the terms and conditions of this Tender Document, other bidders will be offered the opportunity to match or better the bid received from the Highest Bidder only in cases of withdrawal of selected highest bidder.

2. In all cases the Highest Bidder that has submitted the best bid will be selected as developer of Integrated Sugar Complex. The Committee may however negotiate

with the Highest Bidder for improving the bid amounts quoted by him namely One Time Premium / Lease advance amount and/or Annual Lease Rental. 3. Thereafter, the Bidders shall withdraw from the meeting and the Committee makes its recommendations on whether or not to accept the highest bid in view of the Reserved One time premium and any other revised offer/proposals parameters submitted, based on the following; i. The highest bidder (H1) will be recommended by PCSM and shall be considered for the eventual Long Term Lease of Unit. In case the first highest bidder prefers to withdraw from the process, Bid security given by the highest bidder will be forfeited and the offer of the Second Highest Bidder (H2) may be considered for the Long Term Lease Arrangement. ii. In case any of the above two highest Applicants withdraws its Financial Bid, their Bid Security will be forfeited. iii In case same amount of the highest bid for the sugar mill is quoted by more than one Bidder, the Committee may also ask each of them to submit a fresh sealed bid on the same date which should not be less than the original bid. iv The Successful Bidder, finally selected by PCSM will be intimated over email. v. If a single Financial Bid is received in respect of the Sugar Mill and the Bid is above the Reserved One Time Premium / Lease Advance Amount, the Committee may recommend accepting the single tender subject to CVC guidelines.

4.7 Disqualification

Notwithstanding anything to the contrary contained in this Tender Document and without prejudice to any of the rights or remedies of the PCSM, the Committee / PCSM shall be entitled to in its sole discretion to determine that an Applicant is to be disqualified at any stage of the process and its participation in the process and/or its TECHNICAL BID and/or FINANCIAL BID and subsequent submissions be dropped from further consideration for any of the reasons including without limitations those listed below:

1. The Applicant or in case of a Consortium, any member of the Consortium has made, incorrect, misleading or false representations in the forms, statements and attachments submitted, whether intentionally or unintentionally; or

2. If the Bidder has quoted proposed Investment Plan not as per PCSM terms such as expansion of sugar mill capacity to 3000 TCD, the establishment of bagasse based 18 MW co-generation power plant and project implementation period more than three years then the Technical Bid will be rejected; or 3. The TECHNICAL BID and/or FINANCIAL BID submitted by the Applicant is in any respect inconsistent with, or demonstrate any failure to comply with, the provisions of the Tender Document; or 4. Failure to comply with other material requirement of this Tender Document; or 5. Failure to comply with the reasonable requests of PCSM in relation to the Process; or 6. Breach of the confidentiality agreement (Non Disclosure Agreement) by the Applicant or the Consortium or any member of a Consortium; or 7. If it is discovered at any time that the Applicant or the Consortium or any member of a Consortium is subject matter of winding up or insolvency or other proceedings of similar nature; or 8. Any information regarding the Applicant which becomes known to PCSM and which is detrimental to the proposed process and/or the interests of PCSM ; or 9. Initiation or existence of any legal proceedings, by or against the Applicant in respect of PCSM, which proceeding may be prejudiced by the participation of the Applicant in the short listing of Applicants; or 10. Any restrictions or limitations have been put on the Applicant or any member of the Consortium pursuant to any regulatory or statutory guidelines to participate in the process; or 11. The Applicant and in case of Consortium, any member has been convicted for an offence under any legislation designed to protect the members of the public from financial loss due to dishonesty, incompetence or malpractice; or 12. The Applicant/Bidder and in case of Consortium, any member who is having criminal record is not allowed to participate in the bidding process. Also there should not be any Criminal Case pending before any competent Court against the Applicant/Bidder or any member of Consortium, as the case may be; or 13. The Applicant or any member of the Consortium has been disqualified from participating in the disinvestment process either by Government of India or any of the State Governments/ Union Territory Governments; Mere pendency of an appeal against the order of disqualification, if any, passed by Government of

India or any of the State Governments/ Union Territory Governments will have no effect on the disqualification of Applicant or any member of Consortium; or 14. If information becomes known after the Applicant has been qualified at any stage to proceed with the process, which would have entitled PCSM to reject or disqualify the relevant Applicant/Consortium, PCSM reserves the right to reject or disqualify the relevant Applicant/Consortium at that time, or at any time, such information becomes known to the PCSM. Where such party is a Consortium, PCSM may disqualify the entire Consortium, even if it applies to only one member of the Consortium.

PCSM’s determination that one or more of the events specified above have occurred shall be final and conclusive.

Section II – Annexure

Annexure 1: Application – Technical Bid

(To be forwarded on the letter-head of the Applicant/Lead Members of the Consortium submitting the proposal)

Ref: ______Date: ______

To. Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502

SUB: APPLICATION – FOR DEVELOPMENT OF INTEGRATED SUGAR COMPLEX AT THE SUGAR MILL OF PCSM UNDER LONG TERM LEASE ARRANGEMENT

Sir,

We refer to the advertisement dated ______2020 inviting application on the above subject.

As specified in the advertisement, we have read and understood the contents of the Tender Document and are desirous of participating in the above process, and for this purpose:

We propose to submit our application in individual capacity as ______(insert name of the company or Proprietary Firm or Partnership Firm or Trust or Society)

In the case of Consortium, we have formed a SPV company or propose to form SPV and consist of ______members as follows:

1. ______(insert name)

2. ______(insert name)

3. ______(insert name)

4. ______(insert name)

We, have formed the Consortium vide Memorandum of Understanding dated ______.

We, the undersigned, hereby confirm the following:

a. We understand that Unit of PCSM is proposed to be developed into Integrated Sugar Complex under Long Term Lease Arrangement and we are interested in bidding for the same. We believe that we/our consortium satisfy the eligibility criteria as laid down by PCSM in Tender Document.

b. We certify that in regard to matters other than security and integrity of the country, we have no criminal record nor any Criminal Case is pending before any competent court.

c. We further certify that in regards to matters relating to security and integrity of the country, we have not been charge-sheeted by any agency of the Government or convicted by a Court of Law for any offence committed by us or by any of our sister concerns.

d. We undertake that in case due to any change in facts or circumstances during the pendency of the Lease process, we are attracted by the provisions of disqualification in terms of the subject guidelines; we would intimate the PCSM of the same immediately.

e. The Statement of Legal Capacity and Application, duly signed by us/ respective members, who jointly satisfy the eligibility criteria are enclosed.

f. Our Application is valid till 270 days from the Application Due Date.

g. The Lead Member of the Applicant is [------]. (Applicable only in the case of a Consortium)

h. PCSM and its authorized representatives are hereby authorized to conduct any inquiries or investigations to verify the statements, documents, and information submitted in connection with this Application, and to seek clarification from our bankers and clients regarding any financial and technical aspects. This letter of Application will also serve as authorization to any individual or authorized representative of any company referred to in the supporting information, to provide such information deemed necessary and requested by PCSM to verify statements and information provided in this application, or with regard to the resources, experience, and competence of the Applicant.

i. We have a track record of reputation for operating in a manner what is consistent with standards of good corporate governance, financial strength and integrity.

We understand that only after satisfying our Technical and Financial capabilities Lease Deed, Asset Handover Agreement and other Documents will be executed and possession of Unit will be given to us.

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

Yours faithfully,

Individual/ Authorized Signatory For and on behalf of (Name of the Applicant or Lead Member in case of Consortium) Enclosure: As mentioned in Clause ______(whichever is applicable)

Annexure 2: Statement of legal capacity

(To be forwarded on the letter head of the Applicant/each member of the Consortium)

Reference no: ______Date: ______

To, Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502

Sub: Statement for Legal Capacity

Sir,

This is with reference to the advertisement dated ______2020 inviting Bid for handover of sugar mill of The Pondicherry Co-op. Sugar Mills Limited (PCSM) under Long Term Lease Arrangement (“The Transaction”) on LDOT basis.

We have read and understood the content of this Tender Document and the advertisement.

(For Company/ Proprietary Firm/Partnership Firm/Trust/ Society)*

We ______(name of the Company/ Proprietary Firm/Partnership Firm/Trust/ Society) satisfy the eligibility criteria as detailed in the Tender Document.

(For Consortium)*

We ______(name of the member)/ We are a member of Consortium (constitution of which has been described in the Memorandum of Understanding), which jointly satisfies the eligibility criteria as detailed in the Tender Document. We have agreed that [------] (insert member’s name) will act as a Lead Member of our Consortium.

We have agreed that [------] (the undersigned) (insert individual’s name) will act as the representative of our Company/Consortium/ Proprietary Firm/Partnership Firm/ Trust/ Society * and on our behalf and has been duly authorized to submit the Application. Further, the authorized signatory is vested with requisite powers to furnish such letter as required by PCSM and authenticate the same*.

Yours Faithfully,

Individual/ Authorized Signatory, For on behalf of (party/member) * Strike out whichever is not applicable

Annexure 3: Details of Applicant/Bidder (To be submitted by Applicant / Lead member of the Consortium) Details of Applicant/Bidder 1. Name

2. Constitution (Tick Where applicable)

i. Public Limited Company ii. Private Limited Company iii. Proprietary Firm iv. Partnership Firm v. Trust vi. Society vii. Others, (please specify)

If the Applicant is a foreign company/OCB, specify list of statutory approvals from GoUP/ RBI/FIPB applied for/obtained/awaited:

3. Sector (Tick Where applicable) i. Public Sector ii. Joint Sector iii. Others, (please specify)

4. Details of the Shareholding Pattern:

5. Details of Board of Directors;

6. In case of a Consortium:

(a) The information above (1-3) should be provided for all the members of the Consortium. (b) Information regarding role of each member of the Consortium should be provided as per table below:

S. No. Name of Member Expected % Interest Role 1 Lead Member *

2 Member satisfying Technical Capability

3 Member satisfying Technical Capability

4 Member satisfying Technical Capability

*Specify whether Lead Member or Member

7. Brief description of the Company/Consortium (each member)/ Proprietary Firm/ Partnership Firm/ Trust/ Society including details of its main lines of business and proposed role and responsibilities in this Project.

8. Details of Promoters.

9. Details of Holding Company with names of Directors, if any.

10. Details of Subsidiary Companies with names of Directors, if any.

11. Date and Place of incorporation

12. Date of commencement of business

13. Address, Mobile Number, Phone Number, and Fax Number of the Corporate headquarters and Head Office(s) of the Company/ Consortium (member)/ Proprietary Firm/Partnership Firm/ Trust/ Society, if any, in India

a. Registered Office b. Head Office

14. Address of correspondence:

15. E-Mail (Mandatory)

16. Details of Contingent Liability (if any) that may have or would reasonably be expected to have a material adverse affect on the business and operations of the Applicant in any manner whatever;.

17. Stock Exchanges where listed, if applicable

18. Regulator

19. Background of the Key Promoters (Individuals) of the Company/ Consortium/ Trust/ Society 20. Name, Designation, Address and Phone Numbers of Authorized Signatory, who shall also be the point of contact/communication for the Applicant: (a) Name : (b) Designation : (c) Company : (d) Address : (e) Telephone Number : (f) Mobile No. (g) E-Mail Address : (h) Fax Number :

Individual/ Authorized Signatory

Place: Date:

Annexure 4: Undertaking (Security & Integrity) on Applicant/Bidder Letter head

1. We certify that in regard to matters other than security and integrity of the country, we have no criminal record nor any Criminal Case is pending before any competent court.

2. We further certify that in regards to matters relating to security and integrity of the country, we have not been charge-sheeted by any agency of the Government or convicted by a Court of Law for any offence committed by us or by any of our sister concerns.

3. We undertake that in case due to any change in facts or circumstances during the pendency of the Lease process, we are attracted by the provisions of disqualification in terms of the subject guidelines; we would intimate the PCSM / ROC of the same immediately.

4. We also certify that we have not been disqualified from participating in the disinvestment/PPP/Lease processes either by Government of India or any of the State Governments.

Yours Faithfully

(Individual/ Authorised Signatory)

On behalf of the Company/ Each member of the Consortium/ / Proprietary Firm/ Partnership Firm/ Trust/ Society

Annexure 5: Certified copy of the Board resolution

(On the letter head of the Applicant/Bidder)

“RESOLVED THAT approval of the Board be and is hereby granted to submit the Technical Bid and Financial Bid, and all the supporting documents for developing the Sugar Mill owned by PCSM on “as is where is” basis under Long Term Lease Arrangement on LDOT basis.

RESOLVED FURTHER THAT Mr. ______(name),______(designation) be and is hereby authorized to represent the Applicant/Bidder before PCSM for all purposes with regard to this bidding process, sign all the bidding/transactional documents and submit them before the appropriate authority and do any other acts as required.

Director or Company Secretary of Applicant/Bidder

Name:

Signature: (Seal)

Annexure 6: Format for Power of Attorney for Signing the Technical Bid and Financial Bid

(Duly attested by the notary public for signing in case of an Applicant other than Individual)

Power of Attorney

Know all men by these presents on this the ___day of ______, 2020, we ……………….………………………………………. (name and address of the registered office) do hereby constitute, appoint and authorize Mr./Ms……… ……………………… (name and residential address) who is presently employed with us and holding the position of ………………………………… ……………………………………………. as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our Technical Bid and Financial Bid for developing the Sugar Mill of PCSM under Long Term Lease Arrangement (the Transaction) on LDOT basis, including signing and submission of all the documents and providing information / responses to PCSM, representing us in all matters before GoP/ PCSM, and generally dealing with PCSM in all matters in connection with our bid for the said Transaction.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us.

For ______

Accepted (Name of Company/Trust/Society) and Common Seal of the Company

………….. (Signature) (Name, Title and Address of the Attorney)

Date: Place:

(Notary) (Should sign on the same date as above)

Annexure 7: Format for Power of Attorney for Lead Member of Consortium

(On a Stamp Paper and duly attested by notary public)

Power Of Attorney

Whereas PCSM has invited expression of interest and supporting documents from interested parties for developing the Sugar Mill of PCSM individually under Long Term Lease Arrangement on LDOT basis.

Whereas, the members of the Consortium are interested in expressing their interest in bidding for developing the Sugar Mill of PCSM under Long Term Lease Arrangement (“the Transaction”) on LROT basis, in accordance with the terms and conditions of the Technical Bid and other connected documents including Financial Bid in respect of the Transaction, and

Whereas, it is necessary under the Tender Document for the members of the Consortium to designate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds and things as may be necessary in connection with the Consortium’s participation in the Transaction.

NOW THIS POWER OF ATTORNEY WITNESSETH THAT;

We, M/s. ------, M/s ------M/s. ------, and M/s………………………………….. (the respective names and addresses of the registered office) do hereby designate M/s……………………—————————————— ………….being one of the members of the Consortium, as the Lead Member of the Consortium, to do on behalf of the Consortium, all or any of the acts, deeds or things necessary or incidental to the Consortium’s expression of interest for the Transaction, including submission of application / proposal, participating in conferences, responding to queries, submission of information / documents and generally to represent the Consortium in all its dealings with PCSM, any other Government Agency or any person, in connection with the transaction until culmination of the process of bidding.

We hereby agree to ratify all acts, deeds and things lawfully done by the Lead Member pursuant to this Power of Attorney and that all acts deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us/Consortium. Dated this the ……Day of …….2020 ………………………………… (Executants) (To be executed by all the members of the Consortium) Common Seal Place: Accepted ………….. (Signature) (Name, Title and Address of the Lead Member / Attorney) (Notary) (Should sign on the same date as above)

Annexure 8: Format for Memorandum of Understanding for the Consortium

This Memorandum of Understanding (“MoU”) entered into this ___day of______2020 at ______

Between

(hereinafter referred as”______”) and having office at ______, India Party of the First Part

AND

(hereinafter referred as”______”) and having office at ______, India Party of the Second Part

AND (hereinafter referred as”______”) and having office at ______, India Party of the Third Part

AND

(hereinafter referred as”______”) and having office at ______, India Party of the Fourth Part

AND (hereinafter referred as”______”) and having office at ______, India

The Party of the First Part, Party of the Second Part, Party of the Third Part, and the Party of the Fourth Part are individually referred to as “Party” and collectively as “Parties”.

WHEREAS PCSM has invited Application for Technical and Financial Bid for transfer of the Sugar Mill of PCSM under Long Term Lease arrangement on LROT basis for development into an Integrated Complex .

AND WHEREAS the Parties have had discussions for formation of a Consortium for expressing their interest in bidding for the taking over Unit of PCSM (“the Transaction”) under Long Term Lease arrangement on LDOT basis and have reached an understanding on the following points with respect to the Parties’ rights and obligations towards each other and their working relationship.

IT IS HEREBY AS MUTUAL UNDERSTANDING OF THE PARTIES AGREED AND DECLARED AS FOLLOWS:

That the Parties have formed this Consortium (“Consortium”) with the shareholding commitments expressly stated in this MoU.

1. That M/s ______whose is a Lead Member, shall invest and continue to invest in at least 51% of the Interest of the Consortium, up-to a period of four year from the date of Lease Deed to be executed by PCSM. M/s ______shall, as a Lead Member, represent the Consortium on behalf of all members of Consortium. All acts,

deeds and things done by aforesaid Lead Member shall and shall always be deemed to have been done by all members of Consortium. The investment by the other Members of the Consortium shall be as under : …………………. …………………. ………………….

2. That the shareholding commitments shall be recorded in this MoU and no changes shall be allowed thereof, except in accordance with the provisions as laid down in Tender Document and Lease Agreement.

3. That the Parties shall carry out all responsibilities as agreed upon in terms of the Lease Deed, Asset Handover Agreement, Technical and Financial Bid.

4. That the Parties shall be jointly and severally liable in accordance with the terms of the Lease Deed and Asset Handover Agreement.

5. That this MoU shall be governed in accordance with the laws of India and Courts in

Puducherry and High Court at Chennai shall have exclusive jurisdiction to adjudicate disputes arising from the terms herein.

6. That the members of the Consortium have made an SPV in name of M/s ______for participating in tender process.

7. That we will constitute an SPV after we are declared successful bidder in the process.

In witness whereof the Parties affirm that the information provided is accurate and true and have caused this MoU to be duly executed on the date and year hereinabove mentioned.

…………………. ……………… (Party of the First Part) (Party of the Second part)

…………… …………… (Party of the Third Part) (Party of the Fourth Part)

Witnesses:

1. 2.

Note: The members of consortium may add any other terms and conditions as may be mutually decided by them and which are not inconsistent with the terms & conditions mentioned above.

Annexure 9: Board of Resolution - Consortium

(On the letter head of the each consortium member)

FORMAT FOR BOARD RESOLUTION FOR COMPANIES (if they are member)

“RESOLVED THAT approval of the Board be and is hereby granted to form and join the Consortium with______, ______, ______, and ______(names and addresses of the Consortium members) for submitting their Technical Bid and Financial Bid and supporting documents to develop the Sugar Mill of PCSM under Long Term Lease Arrangement (“the Transaction”) on LDOT basis, pursuant to the Technical and Financial Bid dated…………. issued by PCSM.

“RESOLVED FURTHER THAT the “draft” Memorandum of Understanding (“MoU”) to be entered into with the Consortium partners (a copy whereof duly initialed by the Chairman is tabled in the meeting) be and is hereby approved.”

“RESOLVED FURTHER THAT Mr. ______(name), ______(designation) be and is hereby authorized to enter into the MoU, on behalf of the company, with the Consortium members.

(For an ordinary member of the Consortium)

RESOLVED FURTHER THAT Mr.______(name) ______(designation) be and is hereby authorized to execute a Power of Attorney in favour of ______to act as the Lead Member and provide all the information/documents required from the Company to participate in the bidding process as a member of the Consortium. OR (For the Lead Member of the Consortium)

RESOLVED FURTHER THAT Mr.______(name) ______(designation) be and is hereby authorized to accept a Power of Attorney granted by the other members of the Consortium, to act as the Lead Member and provide all the information/documents required from the Company to participate in the bidding process as a member of the Consortium, to represent the Consortium before PCSM for all purposes with regard to this bidding process, sign all the bidding documents and submit them before the appropriate authority and do any other acts as required.

Annexure 10: Eligibility Criteria

Financial Capability of an Applicant or all the members of the Consortium

Name of Member: % Shareholding in the Consortium

1 2 3 4

Lead Member: ------

S. Financial information in Rupee Member Member Member Member Weighted No. (equivalent, with exchange rate, at 1 ( AY*) 2( AY*) 3( AY*) 4( AY*) Average the end of concerned year) 1. NETWORTH

A Paid up Equity

B Reserves

Revaluation Reserves & Special C Reserves if any

D Accumulated Losses (if any)

Miscellaneous Expenditure not E written off

Net Worth = (Paid up equity + Reserves) - (Revaluation Reserves + Accumulated Losses + Miscellaneous Expenditure not Written Off)

* Audited Accounting Year should not have ended earlier than March 31, 2019.

** The above formulae shall be suitably modified, in case the applicant is a company or a Proprietary Firm or a Partnership Firm or a Trust or a Society, as provided in clause 2.4.2.

Past Financial Performance

Financial year 2015-16 2016-17 2017-18 2018-19 Annual Sales turnover Profit after tax

Whether Lead member satisfies proportionate Net Worth Criteria i.e. Net Worth of Lead Member > 10.00 crores * stake in consortium: (Yes / No)

Note:

1. This information should be extracted from the Audited Annual financial Statement/ Balance Sheet, which should be enclosed, and this response sheet

shall be certified by the Statutory Auditor/ Chartered Accountant of the Applicant/Bidder.

2. The Applicant should provide the Financial Capability of its own or weighted average of the Consortium members. In computing the eligibility criteria of the Applicant / Consortium members. In computing the eligibility criteria of the Applicant/ Consortium Members, the Net Worth of their respective Associates/Group Companies may also be included as per clause 2.4.2

3. In Role of Member specify whether Single Applicant, or in case of Consortium specify whether Lead Member or Member.

Annexure 11: Undertaking by Group Companies/ Associates

UNDERTAKING on the letter head of the Flagship Company

(As required by Clause 2.4 (1) of the TECHNICAL BID)

TO WHOMSOEVER IT MAY CONCERN

We have read and fully understood the terms and conditions of the Tender Document for transfer of the Sugar Mill of PCSM (Unit) under Long Term Lease Arrangement on LDOT basis.

We hereby acknowledge and confirm that we are the Flagship Company of the

(name of the group) whereof the (name of the Applicant) is one of the constituent Companies/ Shareholder of the Company.

We hereby acknowledge, confirm and undertake that we shall extend any and all necessary financial support to (name of Applicant) and shall, furthermore, be jointly and severally responsible for the fulfillment of any and all obligations of the name of Applicant towards its successful participation in the Long Term Lease Arrangement of Unit (Transaction) and for the successful completion thereof, including all obligations as may be incidental and consequential to the Transaction. We further undertake to continue such financial support undertaken till the satisfactory completion of all the obligations undertaken by the Applicant Company.

Furthermore, we understand and acknowledge that on any breach of the obligations undertaken, the fulfillment whereof is required from us as per the instant undertaking or name of the Applicant in the course of the Transaction, the name of the Applicant shall be disqualified from the Transaction at the discretion of the PCSM and we shall be responsible jointly and severally for the consequences of such breach.

Dated:

Signature of the Authorized Signatory

Enclosed: Necessary Board Resolution supporting the Undertaking shall be provided .

Annexure 12: Preliminary Information Memorandum

Details of Unit- Will be made available on Due Diligence

Particulars Sugar mill Lingareddipalayam, Location Puducherry

Year of Establishment 1984

Installed Capacity (TCD) 1250 expanded to 1750.

Year of Acquisition -

Closed in April, 2017

No of Employees 292

H A Ca Land Area 16 87 65 1. Own 3 76 00 2.Government 25 70 85. 3.Commune Panchayat Refer Page No67

Details of other Assets: 1. Factory Buildings Refer (Page No68 to 71) 2. Residential Buildings 3. Plant & Machinery 4. Trees

Land Details

Details of land to be part of the Lease Company own land (A)

Extent as in PCSM records

S.No. Survey No. H A CA Acres

1 25/9 0.00 41.00 0.00 1.01 2 15/1 2.00 8.00 0.00 5.14 3 25/5 0.00 43.00 0.00 1.06 4 16/7 0.00 35.00 0.00 0.86 5 24 2.00 50.00 0.00 6.18 6 27/5 0.00 50.00 0.00 1.24 7 26/3 0.00 36.00 0.00 0.89 8 16/10 0.00 6.00 0.00 0.15 9 25/6 0.00 29.00 50.00 0.73 10 25/7 0.00 14.00 0.00 0.35 11 25/1 0.00 56.00 0.00 1.38 12 25/3 0.00 50.00 50.00 1.36 13 26/4 0.00 48.00 0.00 1.19 14 16/13 0.00 26.00 0.00 0.64 15 16/12 0.00 19.00 50.00 0.48 16 30/2 2.00 91.00 65.00 7.20 17 26/5 2.00 52.00 50.00 6.24 18 25/4 0.00 54.00 50.00 1.35 19 27/4 0.00 59.00 0.00 1.46 20 16/11 0.00 5.00 50.00 0.13 21 25/2 0.00 53.00 50.00 1.32 22 25/8 0.00 21.00 50.00 0.53 23 27/1 0.00 37.00 0.00 0.91 Total (A) 16.00 88.00 65.00 41.8

Government Land (B) 1 21/1 0.00 0.45 0.50 1.12 2 23/1 0.00 0.95 0.00 2.35 3 15/2 0.00 0.31 0.00 0.77 4 26/2 0.00 0.42 0.50 1.05 5 26/1 0.00 0.45 0.00 1.11 6 27/2 0.00 0.74 0.00 1.83 7 27/3 0.00 0.44 0.00 1.09 Total (B) 0.00 3.76 1.00 9.31

Mannadipet Commune Panchayat Land (C) 1 10/1A 3.00 0.85 0.00 9.51 2 23/2 1.00 0.51 0.00 3.73 3 30/1 20.00 0.34 0.85 50.24 Total (C) 24.00 1.70 0.85 63.50

Grand Total (A) (B)+ (C) 114.61 67

Building Details Year of Built-up S No Specification of the Buildings Construction area in Sq.ft List of Factory Buildings to be part of the Lease 1 Factory Building - A RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 30,096 roofing over steel trusses, brick peripheral walls 2 Factory Building - B RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 25,012 roofing over steel trusses, brick peripheral walls 3 Factory Building - C RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 969 roofing over steel trusses, brick peripheral walls 4 Factory Building - D RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 10,120 roofing over steel trusses, brick peripheral walls 5 Factory Building - E RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 3,200 roofing over steel trusses, brick peripheral walls 6 Factory Building - F RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 3,200 roofing over steel trusses, brick peripheral walls 7 Workshop RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 5,720 roofing over steel trusses, brick peripheral walls 8 Stores RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 7,150 roofing over steel trusses, brick peripheral walls 9 Gunny bag godown RCC Foundation, RCC columns structure, cement flooring, AC sheet 2006 3,330 roofing over steel trusses, brick peripheral walls 10 Cement Godown RCC Foundation, RCC columns structure, cement flooring, AC sheet 1996 561 roofing over steel trusses, brick peripheral walls 11 Sulphur godown RCC Column brick wall structure with AC sheet roof over steel trusses 1984 969 12 Sugar godown - 3 Nos RCC Foundation, RCC columns structure, cement flooring, G.I sheet 1984 47,422 roofing over steel trusses, brick peripheral walls 13 Sugar godown - 4 RCC Foundation, RCC columns structure, cement flooring, G.I sheet 1997 24,797 roofing over steel trusses, brick peripheral walls 14 Sugar godown - 5 RCC Foundation, RCC columns structure, brick peripheral walls 1997 15,928 (Without roof) 15 Weighbridge with kiosk RCC underground structure with RCC foundation and brick wall kiosk - 1984 408 area - 408 Sqft 16 D.M plant pump house RCC foundations and RCC short columns and beam structure - 225 Sqft 1984 225 68

Year of Built-up S No Specification of the Buildings Construction area in Sq.ft 17 Molasses tank - 2 Nos. RCC foundation with RCC slab for the tank area - 10400 Sqft - two 1984 10,400 tanks are erected 18 Water Reservoir RCC walled ground-level structure with open top 8 feet deep, 1984 24,00,000 Capacity about 24 lakhs gallons(approx.) 19 Spray Pond RCC walled ground-level structure with open top 6.3 feet deep 1984 6,815 20 Effluent treatment plant RCC walled ground-level structure with open top, digesters, 1984 10,000 sludge drying pits, etc., S.O building, PSC Bank, sugar godown office, L.T.room- RCC 21 framed structure with a peripheral brick wall, plastered inside 1996 3,076 and outside, Ceramic flooring, internal partitions, etc. 22 Co-op store building, Admin Building, Cane office Dispensary - RCC framed structure with a peripheral brick wall, plastered inside and outside, Ceramic flooring, internal 1996 24,909 partitions, etc. 23 Cane unloader Area Cane carrier pit and equipment foundations for E.O.T.Cranes etc. Hot and Cold water channels - RCC overhead structure and on- 24 ground drains Roads for internal vehicle movement - 6 m wide road, 15 m wide 25 roads, 8m wide roads Rainwater drainage arrangements all around the buildings and 26 along the side of roads 27 Sewerage lines and disposal arrangements Water supply collection, and pipeline to plant including pump 26 house building 27 Landscaping and leveling works Compound wall and gates - masonry wall with the foundation 28 for the wall , boundary fencing.

Year of Built-up Specification of the Buildings S No Construction area in Sq.ft List of Non-Factory Buildings to be part of the Lease 1 Sri Ganapathy /Amman Temples RCC column beam structure with RCC roof, marble / ceramic tiles, teak 2007 1,390 wood doors and , decorations works etc., Complete 2 Canteen & Rest shed Building etc.- RCC roof structure with brick walls plastered on both the sides, 1984 4,504 cement flooring, steel glazed windows 3 Old canteen, civil storeroom, cane farm store, PASIC godown etc. RCC Foundation, RCC columns structure, cement flooring, AC sheet 1984 10,703 roofing over steel trusses, brick peripheral walls Ambulance shed, Cycle sheds,tyre cart cattle shed, security shed 4 etc. cement flooring, AC sheet roofing over steel trusses 1984 7,493 5 Staff quarters - A Type RCC Column and beam construction with ground and another floor, 1984 1,634 RCC roof and brick walls, mosaic/cement flooring 6 Staff quarters - B Type RCC Column and beam construction with ground and another floor, 1984 6,278 RCC roof and brick walls, mosaic/cement flooring etc 7 Staff quarters - C Type RCC Column and beam construction with ground and another floor, 1984 6,048 RCC roof and brick walls, mosaic/cement flooring etc 8 Staff quarters - D Type RCC Column and beam construction with ground and another floor, 1984 7,632 RCC roof and brick walls, mosaic/cement flooring etc 9 Staff quarters -New E Type RCC Column and beam construction with ground and another floor, 1995 2,496 RCC roof and brick walls, mosaic/cement flooring, etc 10 Staff quarters -Old E Type RCC Column and beam construction with ground floor, ACC roof 1984 16,065 and brick walls, mosaic/cement flooring, etc 11 Watchman quarters RCC Column and beam construction with ground floor, RCC roof 1995 11,850 and brick walls, mosaic/cement flooring, etc Guest House - RCC column beam structure with RCC roof, ceramic tiles, 12 1984 1,978 wood doors and windows, etc., Complete 13 Primary School cement flooring, AC sheet roofing over steel trusses with half 2001 12,712 walled 14 Higher Secondary School RCC Column and beam construction with ground and another floor, 2012 20,675 RCC roof and brick walls, mosaic/cement flooring etc 15 Water supply and drainage arrangements 16 Roads and street lightings 17 Landscaping and stormwater drains

Details of Plant & Machinery and Trees

S No. LIST OF MAJOR PLANT & MACHINERY AND TREES

1 Cane Weigh Bridges 2 Cane Handling Equipment. 3 Mills 4 Clarification 5 Evaporation. 6 Pans 7 Crystallizers. 8 Centrifugal & Accessories. 9 Dryer House Equipment. 10 Steam & Power plant 11 Final Molasses Storage Tanks 12 Effluent Disposal System 13 Controls & Instruments 14 Workshop machines. 15 Lab Equipment. 16 Cables 17 Electricals 18 Pipes & Fittings. 19 Structures 20 Furniture and Fittings

1 Trees -1 lot

Annexure13: Authorization letter (On Letter Head of Applicant/Bidder)

To,

The Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502

Sub: Authorization of the Due Diligence Team

Sir,

1) Kindly refer to your letter no. …………………. dated ………… inviting us for the tender for Long Term Lease Process. In this context we are required to undertake Due Diligence & Site visits of the Sugar Unit of PCSM. We undertake to abide by the Establishment Room rules as per Annexure-15 of Technical Bid document.

Due Diligence Team

2) We authorize the following persons to visit the data room allocated to us and review the information as a part of the due diligence exercise.

1) …. 2) …. 3) …. 4) ….

Site Visit Team

3) We authorize the following persons to visit the Sugar Mill of PCSM and review the information as a part of the due diligence exercise. 1) …. 2) …. 3) …. 4) ….

We request you to provide any assistance and your full cooperation in the due diligence exercise.

For …………………………….

Signature of Authorised Person Name: Address:

Annexure 14: Establishment Room Rules

The rules set forth below regulate the terms of use of the facilities and documents made available in the Data Room.

CONFIDENTIALITY  Access to, and review of, the documents contained in the Establishment Room or received in the course of the due diligence process is entirely subject to the Confidentiality Agreement which was entered into between The Applicant (“you”), PCSM (the “Society”). Confidentiality Agreement will have to be entered before utilizing establishment room facilities / data .   Each member of your team and your advisors would be bound by the terms of the aforesaid agreement and will be required to confirm their acceptance to the same prior to entering the Data Room

TIME FRAME

 The Due Diligence will be for the period till the last date of submission of Bid. The due diligence shall include access to data room and plant visits. The data  rooms will contain:  Information on various schedules supporting P&L and Balance Sheet for the mill and for PCSM

 Summary of the pending litigation against PCSM, and/or its employees  Summary of information on the labour and the land assets being owned by each mill  Information on the pending VRS / Employee Settlement Scheme liability of Unit of PCSM  Other Detailed Information

 The plant sites will contain:  Ledger Balances supporting the Schedules

 The Applicants will be encouraged to access information at both the above locations.   The plant visits shall be only be allowed for Applicants carrying an Authorization letter, which are being issued by PCSM along with this Tender Document   An Applicant is free to use at its discretion the time judiciously between the Data Room and site visits. However a prior intimation to the General Manager of the Mill at least 2 days in advance is required.   Each Applicant shall have a Data Room allocated to it which will be open for all weekdays except Sunday and National Holidays.  The Data Room will open at 11:00 a.m. and close at 5:00 p.m.

LOCATION The Establishment Room is being maintained at the following addresses: Office of the Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502

ACCESS

 Prior to entering the Establishment Room, you must send a complete list of people who will visit the Establishment Room along with their contact numbers and e-mail addresses. Only persons who have been previously confirmed to PCSM will be admitted to the Establishment Room. The due diligence team will have access to the Establishment Room daily on dates and time mentioned above. For confidentiality reasons, the Establishment Room will be locked at other times. When entering or leaving the Establishment Room, participants shall enter their names in a presence list.   Prior to entering the Establishment Room visitors shall identify themselves to the Establishment Room in charge.  Team members are requested to restrict themselves to the Establishment room and not interfere in daily activities of the mill. 

PROCEDURE Establishment Room in Charge

 There will be an Establishment Room in charge (Coordinator) for each of the Establishment Room. The names for the same will be provided in the Management meeting.   The Establishment Room in charge will be present during opening hours at the Establishment Room. Establishment Room participants must comply with instructions given by the Establishment Room in charge. In particular, participants shall comply with any request by the Establishment Room in charge to leave the Establishment Room should it be necessary for any reason. The primary duty of the Establishment Room in charge is to supervise the Establishment Room and to handle questions of administrative nature. The Establishment Room in charge is not authorized to provide any material answers or explanations regarding the contents of the documents contained in the Establishment Room.

Documentation

 Documents contained in the Establishment Room must not be removed from the Establishment Room without explicit permission of the PCSM.  Documents in ring binders and/or hard bound must not be removed.   Documents must not be marked, altered, modified, varied (including varying the sequence thereof), damaged or destroyed in any way.   Documents contained in the Establishment Room must not be copied without explicit prior permission of the PCSM in writing.   Establishment Room visitors are permitted to make manuscript notes and to use mobile phones (without digital cameras), calculators and personal computers.

Primary Contact Individual

 On the first day of Establishment Room access, please provide the representative of with a contact person, i.e. the Primary Contact Individual, representing your due diligence team. All communication (including due diligence questions) will exclusively be handled through your appointed Primary Contact Individual.

Questions

 Any other questions should be gathered and consolidated within your due diligence team. The questions may be provided at [email protected] (before 5pm (IST)each day).

 The PCSM will review the questions and will decide on a case-by-case basis whether answers are to be provided.   and the PCSM would try to provide the answers to such questions within 5 working days of the query. The answer to any such query shall be made available to each Applicant.

Copy Requests

 Requests to receive copies of specific Establishment Room documents shall be directed to the Coordinator before 5:30 pm (IST) each day.   The Coordinator will decide on a case-by-case basis whether the respective copies will be provided.   Documents containing customer or employee information as well as key contracts will not be copied.  If found relevant, the copy shall be made available to all applicants.

Meeting Requests   The Due diligence exercise shall begin with a meeting with the management of PCSM. Clarification Meetings

 Meetings shall be held weekly on each Monday (during the diligence period) at the address mentioned below. The Applicants are requested to attend each of these meetings and seek any clarification during such meetings.  Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502 CONFIDENTIAL INFORMATION

 Certain documents in the Establishment Room contain non-public information that is subject to confidentiality undertakings or legal confidentiality restrictions such as data protection regulations. In order to comply with such restrictions and ensure  confidentiality, the following measures have been taken: in certain documents, the name of the parties, and in certain cases other  information, have been blackened; certain documents which contain highly sensitive information have been excluded from the Establishment Room; access to these documents may be given at a later stage of the due diligence process and upon explicit authorization by the Company

NO COMMITMENT

• Any written or oral information or representation supplied or made in connection with the use of the Establishment Room or any investigation or negotiations for the acquisition of the PCSM shall not be considered as constituting an offer or invitation for the sale of any securities or assets, and shall not be considered as forming the basis of any future contract to be entered into with the PCSM.

NO REPRESENTATION OR WARRANTY

 No representation or warranty, expressed or implied, is made as to the accuracy or completeness of the information disclosed in the Establishment Room or in any other written or oral communication transmitted or made available;  • Nothing contained in the Establishment Room is, or shall be relied upon as, a promise or representation, whether as to the past, current or future performance of the PCSM;   Only those representations and warranties made in a final and written agreement between a prospective Developer and the PCSM, and subject to such limitations and restrictions as may be provided in such agreement, shall have legal effect;   The PCSM reserve the right to modify or amend the present procedures and the timetable at any time on their discretion.

Annexure 15: Confidentiality Agreement

An Agreement is made on this ___th day of ______, 2020 between;

THE PONDICHERRY CO-OP. SUGAR MILLS Limited, having its registered office at P.315, Lingareddipalayam, Katterikuppam Post, Puducherry (hereinafter referred to as “PCSM” which expression shall, unless repugnant to the context in which it is used, include its successors, affiliates and administrators) of the FIRST PART

And;

ABC Limited, a company incorporated under the Companies Act, 1956 and having its registered office at ______(hereinafter referred to as “ABC” which expression shall, unless repugnant to the context in which it is used, include its successors and administrators) [acting for itself and as Lead Member on behalf of the Consortium consisting of ……………., ……………….., ………………… and ………………..,]1 of the SECOND PART;

And;

WHEREAS PCSML possesses certain non-public, confidential and/or proprietary information relating to the sugar business (the ’Business’) of UPCSFFL, and which information it proposes to disclose to ABC (the ‘Confidential Information’) in written text and/or oral communication and/or site visits etc so as to enable ABC to evaluate a potential alliance with/investment in/acquisition of the Business (the ‘Permitted Use’);

The Confidential Information means all information, concerning the business, operations, prospects, finances, or other affairs of PCSM. It includes, but is not limited to, documents delivered in connection with the Technical Bid and Financial Bid and the information packets, information concerning business activities, products, specifications, data, know- how, compositions, designs, sketches, photographs, graphs, drawings, research and development, marketing or distribution methods of process, customers list, customer requirements, price list, market studies, computer software and programs, database technologies, systems, structures and architectures, historical financials and budgets, future Projections, names and background of the personnel, and personnel training techniques.

NOW, THEREFORE, in consideration of the mutual promises contained herein PCSM and ABC hereby agree as follows:

1. ABC agrees to hold the Confidential Information in strict confidence in accordance with the provisions hereof. Such information may be in any form including but not limited to written or printed information or information in electronic form, data, studies, consultants reports, trade secrets, Proforma and other financial and trade/commercial information, computer models and programs, contracts, plant designs and configurations, plant performance data or other material of any kind or nature in whatever form.

1 To be inserted in case of a Consortium 77

2. Without the prior written consent of PCSM or except as otherwise provided herein, ABC will not: (i) distribute or disclose to any other person any of the Confidential Information; (ii) permit any other person to have access to the Confidential Information; (iii) use the Confidential Information for any purpose other than the Permitted Use; or (iv) make multiple copies of the Confidential Information beyond what is immediately required under the Permitted Use within the preview of this Agreement; or (v) disclose to any other person (a) that discussions, investigations or negotiations are taking place concerning a possible transaction between the Parties, or (b) the terms, conditions, status or other facts regarding a possible transaction between the Parties, or (c) that ABC has received the Confidential Information from PCSM, or (d) the details and/or contents of any evaluation that ABC might undertake of the Business for the Permitted Use. Notwithstanding the above, PCSM agrees that ABC may disclose the Confidential Information, and portions thereof to ABC’ directors, officers, employees, representatives and advisors of ABC (collectively, “Representatives”) who need to know such Confidential Information for the purpose of evaluating a possible alliance between the Parties. It is understood that ABC will inform its Representatives of the confidential nature of the Confidential Information and will require its Representatives to be bound by this Agreement and not to disclose the Confidential Information to any other person. ABC agrees to be responsible for any breach of this Agreement by its Representatives. As used in this Agreement, the term “person” shall be broadly interpreted to include, without limitation, any corporation, company or partnership.

3. In the event that ABC is required by law in any judicial or governmental proceeding or otherwise to disclose any Confidential Information, ABC will give PCSM prompt written notice of such request so that PCSM may seek a protective order or appropriate remedy. If, in the absence of a protective order, ABC determines, upon the advice of an appropriate legal counsel, that it is required to disclose such Confidential Information, it may disclose such Confidential Information only to the extent compelled to do so; provided, however, that ABC gives PCSM written notice of the portion of Confidential Information to be disclosed as far in advance of the disclosure as is practicable and uses its best efforts, at ABC’ expense, to obtain assurances that confidential treatment will be accorded to such Confidential Information.

4. All Information shared shall be deemed to be confidential. Confidential Information does not however include information that ABC can reasonably prove, falls within any of the following: (i) information that either is legally in ABC’ possession or publicly available to ABC prior to the disclosure of such information hereunder; (ii) information that, subsequent to its disclosure hereunder, becomes publicly available to ABC without any violation of this Agreement; (iii) information that becomes legally available to ABC on a non-confidential basis from any third party, the disclosure of which to ABC does not, violate any contractual or legal obligation such third party has to PCSM with respect to such information

5. Should ABC decide not to proceed with the Transaction, then it shall not disclose to any party (a) the reasons for its choosing not to proceed with the Transaction; or (b) the fact that it evaluated the Business; or (c) any details of ABC’ analysis and/or its views and/or its expert opinions on the attractiveness of the Business.

6. For the purposes of complying with the obligations set forth herein, ABC shall use efforts fully commensurate with those that it employs for the protection of its own privileged and confidential information.

7. No license expressed or implied in the Confidential Information is granted to ABC, hereby.

8. PCSM make no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Neither PCSM, nor any of its respective affiliates, employees, agents or controlling persons shall have any liability to ABC or any other person, resulting from ABC’ use of the Confidential Information.

9. It is understood that this Agreement is only for sharing of information and does not obligate ABC or PCSM to enter into any further agreement, with respect to any matter arising out of or pertaining hereto.

10. ABC agrees that the Confidential Information is and shall at all times remain the property of PCSM and is material to the interests, business and affairs of PCSM and that the disclosure thereof (other than as permitted under this Agreement) would be detrimental to the interests, business and affairs of PCSM. No use of such Confidential Information is permitted except as otherwise provided herein and no grant under any of Company’s intellectual property rights is hereby given or intended, including any license (implied or otherwise).

11. Should ABC decide not to proceed with the Transaction or upon the request of PCSM, ABC will return or destroy all Confidential Information and any notes, correspondence, analyses, documents or other records containing and/or derived from any/all Confidential Information, including all copies thereof, then in the possession of ABC or its representatives. Such return/destruction, however, does not abrogate the continuing obligations of ABC under this Agreement.

12. The obligations of ABC to comply with the provisions contained herein shall continue for a period of 2 (two) years commencing upon the date hereof.

13. Without prejudice to any other rights or remedies that PCSM may have, ABC acknowledges and agrees that money damages would not be an adequate remedy for any breach of this Agreement and that PCSM shall also be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

14. It is understood and agreed that no failure or delay by PCSM in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

15. ABC agrees to indemnify the PCSM from and against any damages, loss, cost or liability arising out of any unauthorized use or disclosure by ABC.

16. ABC shall not deal with any officer or employees of PCSM regarding the business and operations other than in the manner specified herein.

17. This Agreement shall be governed and construed in accordance with the laws of India.

18. For the purpose of this Agreement the word “Transaction” means……….

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officer as of the date first written above.

For and on behalf of ABC For and on behalf of PCSM

By: ______By: ______Name: ______Name: ______Title: ______Title: ______Date: ______Date: ______

Annexure 16: Undertaking jointly by Bidder and SPV On Rs.100/- stamp paper

This Deed of Undertaking cum Indemnity is executed on this ….. day of ….., 2020 at ……….

………….. , a company incorporated under the Companies Act, 1956 and having its registered office at ………………….. (hereinafter referred to as “...... ” which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business and assigns)

And

……………., a company incorporated under the Companies Act, 1956 and having its registered office at …………………. (hereinafter referred to as “………” which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business and assigns)

In favour of

The Pondicherry Co-op. Sugar Mills Limited, having its registered office at P.315, Lingareddipalayam, Katterikuppam Post, Puducherry – 605502, (hereinafter referred to as “PCSM” which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business and permitted assigns)

Whereas PCSM, being a Co-operative Society, is the owner of the Sugar Mill (hereinafter referred to as the “Unit”);

AND WHEREAS, PCSM, with an intention to transfer of this Unit, under Long Term Lease Arrangement on LDOT basis through the competitive bidding process, had invited Technical Bid and Financial Bid from interested parties in terms of the Tender Document issued on ...... as modified from time to time;

AND WHEREAS, ...... , being interested in developing the Unit have submitted its

Technical Bid and Financial Bid as sole Applicant to develop the Unit under Long Term Lease Arrangement.

AND WHEREAS after evaluating all the proposals received by PCSM from interested parties, PCSM accepted the proposal submitted by …………..., for transfer of Unit on Long Term Lease Arrangement on “as is where is basis” for the consideration and upon the terms and conditions set-out in the Lease Deed and Asset Handover Agreement to be executed.

AND WHEREAS, ……………., being the selected bidder for taking the Unit on Long Term Lease

Arrangement, requested PCSM to allow it to take over the Unit under Long Term Lease Arrangement through and in the name of its wholly-owned subsidiary and Special Purpose Vehicle ( “SPV”) namely, ………………..., incorporated for the purpose.

AND WHEREAS PCSM agreed to the said request of …………..., Subject to ……….. and ...... binding themselves by an Undertaking cum Indemnity as hereinafter laid down. 81

In consideration of PCSM agreeing to the said request and allowing ...... , to develop the Unit under Long Term Lease Arrangement through and in the name of ...... , ……………. and ………………. hereby agree and undertake as under:

1. It is declared and undertaken that ...... shall do the business of taking over, developing and operation of Unit ...... into Integrated Sugar Complex as a Special Purpose Vehicle.

2. It is irrevocably and unconditionally agreed that the ...... shall assume all the rights of ...... under the Lease Deed, Asset Handover Agreement and other documents to be executed between PCSM and ………., and shall perform all its functions and duties in terms of the said documents.

3. It is undertaken that ...... shall always be bound by all the terms and conditions of the Lease Deed, Asset Handover Agreement and the Tender Documents and shall not commit any breach thereof.

4. ………….. undertakes and confirms that as the original bidder it shall continue to be liable to PCSM till all the terms and conditions of the Tender Document and Lease Deed and Asset Handover Agreement are fulfilled to the satisfaction of PCSM.

5. ……… and ...... agree to indemnify PCSM for any loss or damage it may suffer on account of the Unit being taken over for developing the Unit into Integrated Sugar Complex under Long Term Lease Arrangement through and in the name of the ……… instead of in the name of ………

IN WITNESS WHEREOF this Undertaking cum indemnity has been executed by ……. and ...... on the day, month and year first above written.

Signed and delivered by …………………………., by the hand of Mr.……..…… its ……………. And Authorised signatory

ANNEXURE 17 FINANCIAL BID FOR LONG TERM LEASE OF THE SUGAR MILL OF PCSM

To Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502

Sub: Financial Bid For Long Term Lease arrangement of PCSM Sugar Mill

Sir,

We have perused the PIM and other details and are interested in taking over the Sugar Mill of PCSM under Long Term Lease Arrangement on LDOT basis.

We have read and understood the entire contents of this Tender Document and it would be deemed that by submitting the Application, we warrant that we: 1. Have made a complete and careful examination of the Tender Document; and

2. Have independently verified all Information received in the PIM and during the due diligence including those relating to Clause 2.8. 3. Undertake to abide by all the conditions of this Tender Document including those laid down in clauses in Chapter 3 (General Terms and Conditions). 4. Have visited the Sugar Mill and has physically seen all the assets viz. Land, Plant & Machinery, Buildings, Trees etc.

Our offer for the One time Premium / Lease Advance amount for assets i.e. Plant & Machinery , Buildings, Equipments etc and also acceptance of liabilities of the sugar mill of PCSM under Long Term Lease arrangement Rs...... (i.e. in words Rupees...... ). Our offer for the Annual Lease Rental for the twenty year period is Rs. ……………………(i.e. in words Rupees ……………….).

2. Our offer for Proposed Investment to be done by us in three years for development of Integrated Sugar Complex is INR ____ crores (i.e. in words Rupees...... ). 3. We agree to pay yearly lease rent as per clause 2.1.7 of this Tender Document.

Our offer is inclusive of all: i. Taxes including excise duty, VAT, Service Tax et cetera. ii. Incidentals and overheads. iii. Travelling and related expenses. This offer is valid for a period of 270 days from the Application Due Date.

For ……………………….. Witnesses Signature Signature of Authorised Person Name : Name : Address : Address : Phone/Mobile No Email address:

ANNEXURE 18: PROPOSED INVESTMENT PLAN (On Letter Head of Applicant/Bidder)

To, Managing Director, The Pondicherry Co-op. Sugar Mills Limited P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502

Sub: Proposed Investment Plan

Sir,

We ______(name of the Company/ / Proprietary Firm/Partnership Firm/Trust/ Society/Consortium) hereby undertake to declare that we have plans regarding development of Integrated Sugar Complex, commercial production of which will start within 3 years from the date of issue of LOI. The plant wise details are as under;

Name of Plant Installed Capacity Tentative date of Tentative

start of commercial investment production (Rs. In crores)

Sugar

Co-generation

Other Allied Industry

Total Investment

We further ensure that the details of financial capabilities et cetera required as per clauses of Tender Document will be furnished by us on being declared as successful bidder.

We understand that only after satisfying our financial capabilities Lease Deed, Asset Handover Agreement and other Transaction Documents will be signed and possession of Unit will be given.

Yours faithfully,

Individual/ Authorized Signatory

For and on behalf of

ANNEXURE - 19

LEASE DEED

THIS DEED OF LEASE is made at ...... on the ...... day of ...... ,

2020 between The Pondicherry Co-op. Sugar Mills Limited (Puducherry State Co-operative within the meaning of the ______Act, ___) having their Registered office at P.315, Lingareddipalayam, Katterikuppam Post, Puducherry – 605502 (hereinafter referred to as "the Lessors" which expression includes its successors and assigns) of the One Part

AND ------

(please give full name and address and particulars of legal character of the lessee) (hereinafter referred to as "the Lessee" which expression includes its successors and assigns) of the Other Part.

WHEREAS Pondicherry Co-op. Sugar Mills Limited, Puducherry (hereinafter referred to as “PCSM”) being the owner of sugar mill at Puducherry (hereinafter referred to as “PCSM”) is authorized to invite TENDER on behalf of PCSM to develop the Sugar Mill (hereinafter referred to as “Unit”) as Integrated Sugar Complex;

AND WHEREAS PCSM has invited the TENDER vide tender notice no. _____ dated____ to develop the Sugar Mill as Integrated Sugar Complex on Long Term Lease Arrangement on LROT basis and for proper and smooth operation of the same on mutually agreed terms;

AND WHEREAS the Lessee being interested in getting on land of the Sugar Mill to develop it as Integrated Sugar Complex, submitted "Bid Offer" as required by the aforesaid notice;

AND WHEREAS the bid submitted was considered and approved by PCSM / Registrar of Co-operative Societies, Puducherry vide letter no. ______dated ______.

AND WHEREAS the Lessor has agreed to let out and the Lessee has agreed to accept the lease of the aforesaid land on the terms and conditions as herein contained.

Now the parties hereunto agree and this deed of lease witnesses as under:

(1) The lessor hereby demises unto the lessee on “AS-IS-WHERE-IS” basis ____ Hectares land of the Unit with all permits, licenses, consents and rights. The details of land demised by the Lease is mentioned in schedule “A” to this Lease Deed. For greater clarity it is delineated on the map with red colour attached to this Deed. This LEASE is for exclusive use of the lessee for a term of 20 years with effect from ...... on which vacant possession was handed over by the Lessor to the Lessee.

(2) The Lessor and Lessee hereby further agree and covenant as follows:-

(2.1.1) Lessor intends to handover specified land of the Sugar Mill on “as is where is” basis under Long Term Lease arrangement for developing an Integrated Sugar Complex.

The initial lease period would be for 20 years which would be extended for further 20 years at mutual consent on payment of annual lease rent which would be increased bi-annually based on mutual consent.

Apart from annual lease rent, Lessee will pay “One Time Premium Amount” for all other assets i.e. Plant & machinery, Building, Trees and all other movable assets of the Sugar Mill.

After completion of lease period Lessee will return the entire project which will include Land, Building, Plant & Machinery etc. to PCSM on “as is where is” basis as “On Going Concern”.

(2.1.2) Integrated Sugar Complex comprising of a Sugar Mill, Power Generation Unit, downstream units to add value to by-products and allied/ancillary industries etc. will be developed and operated on Build, Own, Operate, Transfer (BOOT) basis along with all existing permits and licenses by the Lessee.

(2.1.3) The entire project will be developed by Lessee on its own costs and/or from the funds raised from Banks/Financial Institutions. They shall not obtain any term loan from GoP for setting up the integrated complex other than the fiscal support which is required to sustain the viability of the project in long run.

(2.1.4) Integrated Sugar Complex will comprise of a Sugar Mill with minimum capacity of 3000 TCD, Power Generation Unit of minimum capacity of 18 MW, downstream units to add value to by-products and allied/ancillary industries etc.

(2.1.5) Sugar mill expansion project and Co-gen plant will be completed within three years from the date of LOI

(2.1.6) The initial lease period would be for 20 years which would be extended for further 20 years on mutual consent at Lessee’s request if all the terms and conditions of the lease have been complied with and the performance has been satisfactory.

Satisfactory performance will mean that on the date of request of extension, there are;

e) No over dues of cane payment

f) No over dues of any statutory payments

g) No over dues in respect of employees

h) No over dues of any lease rent

(2.1.7) After completion of lease period the Lessee will return the entire assets of developed Integrated Sugar Complex which will include Land, Building, Plant & Machinery, trees etc. free from all encumbrances to Lessor on “as is where is” basis as “On Going Concern”.

(2.1.8) Developer will pay quoted annual lease rent which will be increased by 15 % after every five years of lease period.

After 20 years the lease would be extended for another 20 years at developer’s request on mutual consent on payment of annual lease rent which would be determined every five years based on prevailing market conditions.

(2.1.9) Specified Assets of the Sugar Mill will be handed over along with existing liabilities (Cane Price, salary recoveries, Bank’s Dues, Suppliers Dues, Contractor Dues, Taxes and Duties of Central and State Government, labour dues, etc.) and accrued till the signing Date to the Lessee. However, the liabilities on transfer date will not be transferred back to Lessor on completion of lease period.

(2.1.10) Pending Legal cases and assessments under various statutory enactments by various authorities pertaining to the Sugar Mill will not be transferred to the Lessee. If any liability arises in future due to any order passed by any Court or statutory authority due to any legal case or assessment pertaining to the period before the date of lease deed, it will be borne by the Lessor. Any demand for statutory dues for the period before the lease should be immediately paid unless stayed by any court so that no adverse action can be taken against the property leased to the developer. In the same way the pending legal cases on transfer date will not be transferred back to Lessor on completion of lease period. Any liability due and cases pertaining to the lease period shall be borne by the Lessee.

(2.1.11) The Lessee will not have the right to mortgage the land / Lease hold rights of the Sugar Mill handed over to them and/or developed by them to raise term loans/working capital loans from Banks/Financial Institutions. For mortgaging the newly created fixed assets of the sugar mill by the developer has to take prior NOC from Lessor. The Lessor would give the permission on receipt of the request from the Lessee. Lessee has to ensure that repayment of principle & interest of loan is scheduled in such a way that all the repayments are completed prior to 05 years of end of original lease period (i.e. before 16th year of the Signing Date).

(2.1.12) All specified assets will be handed over to Lessee by Lessor along with assignment of existing liabilities.

(2.1.13) Services of all the existing employees/ workmen of the mill would be terminated through Employees voluntary retirement Scheme Settlement Package (ESS). The Lessee is not obliged to take any of existing employees of PCSM. The liability on account of salary arrears / retirement benefits accrued to the employees, as on the date of handing over of assets and assigning of liabilities shall be borne by the Lessee. 88

(2.1.14) Lessee shall, to the extent it is feasible to do so, utilize all existing and usable building, plant and machinery, trees etc. However, there shall be no restriction on demolition and disposal of any building, plant and machinery, trees etc. which are not usable / feasible. For cutting trees, prior permission from forest department will be obtained by Lessee.

Lessee will be free to sell the plant and machinery and building materials which are deemed not fit and there will be no restriction on such a sale after obtaining NOC from PCSM.

(2.1.15) A FDR or Performance Bank Guarantee of total value of Rs. 10.00 crores in for a period of 36 months in favour of PCSM will be given by Lessee In case FDR is given, then it will be in the name of the company with lien marked in favour of the Lessor.

The date of validity of FDR or Performance bank Guarantee can be extended for next six months, if required.

(2.1.16) The Integrated Sugar Complex will be developed and commercial production will start within 36 months after getting LOI. On completion of the project, the Performance Bank Guarantee or FDR of Rs. 10.00 crores (validity of 36 months) will be returned.

(2.1.17) Lease Rent will be payable from the first year in advance. Lessee will deposit annual bank guarantee in favor of PCSM equivalent to amount of lease rent with validity of 24 months. The BG will be renewed annually.

(2.1.18) No Fiscal Support will be given by the Government of Puducherry to the Lessee to sustain the viability of the project:-

e) Permission will be granted to Lessee for expansion in the capacities of industrial units developed by him under Integrated Sugar Complex which will comprise of a Sugar Mill, Power Generation Unit, downstream units to add value to by-products and allied/ancillary industries etc.

f) The time period for the completion of Integrated Sugar Complex which will comprise of a Sugar Mill, Power Generation Unit, downstream units to add value to by-products and allied/ancillary industries etc. will be as follows from the date of bidder obtaining LOI :-

 Sugar Mill & Cogen. plant within 36 months

(2.1.19) All present permits/licenses in name of the Sugar Mill will be transferred to Lessee on the date of execution of the lease deed. In same way when the assets will be returned back to Lessor all permits/licenses will be transferred in name of Federation

The State Government (GoP) shall grant all the required permissions and licenses for upgradation and modernization of any of the unit in the integrated sugar complex during the lease period.

(2.1.20) Lessor will not interfere in day to day activities.

(2.1.21) Cane will be purchased by the developer only from the members and the members will get all loan facilities and other benefits as per the bye laws of PCSM as they were getting before as per the allotment of Cane by cane Commissioner, UT of Puducherry.

(2.1.22) A committee under the chairmanship of Administrator of PCSM, Puducherry should be formed to monitor the progress of work. This committee will coordinate and interact with all the concerned departments for providing requisite sanctions, permits, licenses etc for development of the project. The committee will also monitor development and operation of project. It will resolve and give clarifications on any matter relating to this proposal and availment of the various benefits, if any, there under. This will help in smooth implementation of project.

(3) The Lessee shall pay all rates, taxes, assessments and outgoings of a periodically recurring and non capital nature payable in respect of the sugar mill during the Lease Period including the outgoings such as municipal taxes.

(4) The Lessee shall pay all charges as well as continue to pay all charges towards supply/consumption of electric power in the sugar mill for the entire Lease Period.

(5) The Lessee shall obtain and keep renewed and in force all licenses, permits, entitlements, as are in force and that might be required by any law and observe all formalities and statutory requirements so that the Unit may run properly and smoothly. All licenses and permissions required to be given by the GoP shall be sanctioned subject to fulfillment of conditions required for said licenses.

(6) Lessee shall permit the lessor and its agents at all reasonable hours in the day and night to enter upon and inspect the condition of the sugar mill. However, the Lessor will not interfere in day to day activities.

(7) To keep such parts of the Unit as are not built upon in a proper and neat order and condition and not to store anything unrelated to the operations of the Integrated Sugar Complex. The lessee shall be allowed to expand and build for expansion of sugar mill or any unit set up by the lessee in the integrated sugar complex or any industry having backward/forward linkage with sugar.

(8) Lessee shall take adequate and appropriate insurance cover for security of assets.

(9) Lessee shall execute or cause to be executed or done all such works and things during the Lease Period as is under any law directed or necessary to be done or

executed and shall not do or permit or suffer to be done any such act, matter or thing which contravenes Applicable Laws.

(10) The Lessee shall not transfer, assign or otherwise part with possession of the sugar mill or any part thereof or remove or take out or allow to be taken out or remove any item of plant and machinery, fixtures and fittings.

(12) The Lessee shall ensure not to discharge any noxious matter or industrial waste or effluent from the Unit otherwise than permitted under any law for the time being in force.

(13) The Lessee shall not store or bring to the demised Sugar Mills any unrelated articles which are combustible, inflammable or dangerous in nature in the premises of Unit and not to do or permit anything to be done by reason of which any insurance of the Unit may be rendered void or voidable.

(14) Lessee should submit Implementation schedule and Quarterly progress report on expansion project. In the case the Lessee does not comply with the condition mention in this LEASE DEED, the lease may be terminated after giving a 3 months’ notice to the Lessee. Failure to pay lease rentals for two consecutive years will lead to termination of the lease arrangement. Lessee will be given chance of hearing that why the assets not be taken over by Lessor. If, after hearing Lessor is not satisfied then the assets of the Integrated Sugar Complex shall be taken over by Lessor without prejudice to other legal remedy available to it.

Provided that if the Lease is terminated by Lessor on the ground of non-compliance of any terms and conditions of this Lease Deed by Lessee after 03 years from Signing Date, the Lessor shall be entitled to enter the premises of the Unit after the termination of Lease and forfeit the assets created by Lessee in/on/under the sugar mill and all deposits & advances.

(15) No direct or indirect warranty or representation is being made by the Lessor with respect to the consequences either direct or indirect of the present lease and the performance or condition of the Unit and for this purpose the Lessee has exercised all due diligence and is satisfied regarding the operation of the Unit by personal inspections of the same.

(16) The Lessee undertakes to execute all necessary agreements or documents as may be required in connection with this LEASE DEED and for subsequent operations of the Unit and proper and adequate upkeep, maintenance and safe custody of assets thereof during the Lease Period.

(17) Lessee shall conduct the operations of the Integrated Sugar Complex in the best traditions of the industry and strictly as per the statutory requirement applicable to the same.

(18) From the date of execution of this LEASE DEED and till the end of the Lease Period,

any acts of commission or omission by the Lessee resulting in any legal or financial consequences shall be borne by the Lessee.

(19) The Lessor hereby covenants that the lessee paying the said rent and observing and performing all obligations under this LEASE DEED may quietly enjoy and run the Integrated Sugar Complex without any interruption by the Lessors.

(20) The parties hereby agree and declare, that in case, the Lessee desires to terminate the lease, he may do so after an initial period of five years by giving an advance notice in writing of 12 calendar months to the Lessors, together with the payment of dues payable under the LEASE DEED till the date of termination of lease and such termination shall have effect on the grants of concurrence of the Lessor and subject to terms thereof.

(21) With effect from commencement of this lease, the Lessee shall be exclusively responsible for doing all acts, deeds and things in pursuance thereof including payment and discharge of all the dues under any loan or statutory or other liabilities or any other arrangements whatsoever and the Lessor shall not be held in any way responsible or liable for the same.

(22) All monies due and payable by the Lessee to the Lessor shall, unless paid on due dates or on demand, be recoverable by the Lessor as arrears of land revenue under provisions of the Puducherry Revenue Recovery Act, UnionTeritory of Puducherry. In case of any delay or default in annual rental payment during the first three years of the project implementation and after the project completion i.e. from 4th year onwards, interest will be payable on delayed or default amount as per provisions of the Puducherry Revenue Recovery Act, 1970; UnionTeritory of Puducherry.

(23) The Lessor and Lessee hereby covenant that this LEASE shall be subject to the orders of the Hon'ble Courts. In cases where there are litigations and there are no stay orders at the date of execution of this LEASE DEED, damages if awarded by the court shall be borne by the Lessor. There will be no liability for any possible claim or damages arising due to subsequent litigation after execution of LEASE DEED on the Lessor.

(24) In case of any dispute, differences, claims and questions whatsoever arising from or under this LEASE DEED between the parties, the same shall be referred to arbitration of two arbitrators, one to be appointed by each party to the dispute and the two arbitrators so appointed shall appoint the third arbitrator who shall act as the presiding arbitrator. The decision of the arbitral tribunal shall be final and binding on the parties. The arbitration shall be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (Act No.26 of 1996) or any statutory modifications or re-enactments thereof or amendment thereto for the time being in force. The arbitration proceedings shall be held at Puducherry and the Lease Deed shall be subject to exclusive jurisdiction of competent court situated at Puducherry. The fees payable to the arbitrator shall be equally borne by both the parties to the lease deed.

(25) For the purposes of this Lease Deed following words shall have the meaning assigned to them, unless context is otherwise:-

a. “Signing Date” means the Date of execution of this Lease Deed.

b. “Lease Period” means the period of 20 (Twenty) years from the Signing Date and includes period extended by Renewal Lease Deed, if executed.

(26) In case of any legal issue arising after the date of handover of the assets / liabilities assignment / agreement execution, the developer (lessee) shall take the responsibility towards all legal issues.

SCHEDULE "A"

S No Location of Sugar Mill District 1. Lingareddipalayam Village, Villianur Tehsil Pondicherry

Details of land to be part of the Lease Company own land (A) Extent as in PCSM records S.No Survey No. H A CA Acres 1 25/9 0.00 41.00 0.00 1.01 2 15/1 2.00 8.00 0.00 5.14 3 25/5 0.00 43.00 0.00 1.06 4 16/7 0.00 35.00 0.00 0.86 5 24 2.00 50.00 0.00 6.18 6 27/5 0.00 50.00 0.00 1.24 7 26/3 0.00 36.00 0.00 0.89 8 16/10 0.00 6.00 0.00 0.15 9 25/6 0.00 29.00 50.00 0.73 10 25/7 0.00 14.00 0.00 0.35 11 25/1 0.00 56.00 0.00 1.38 12 25/3 0.00 50.00 50.00 1.25 13 26/4 0.00 48.00 0.00 1.19 14 16/13 0.00 26.00 0.00 0.64 15 16/12 0.00 19.00 50.00 0.48 16 30/2 2.00 91.00 65.00 7.20 17 26/5 2.00 52.00 50.00 6.24 18 25/4 0.00 54.00 50.00 1.35 19 27/4 0.00 59.00 0.00 1.46 20 16/11 0.00 5.00 50.00 0.13 21 25/2 0.00 53.00 50.00 1.32 22 25/8 0.00 21.00 50.00 0.53 23 27/1 0.00 37.00 0.00 0.91

Total (A) 16.00 88.00 65.00 41.8

Mannadipet Commune Panchayat Land (C) 1 10/1A 3.00 0.85 0.00 9.51 2 23/2 1.00 0.51 0.00 3.73 3 30/1 20.00 0.34 0.85 50.24 Total (C) 24.00 1.70 0.85 63.50

Grand Total (A) (B)+ (C) 46 34 50 114.48

Note: For greater clarity, a site map is attached herewith on which land is delineated in red colour.

IN WITNESS WHEREOF the parties hereto put their signatures and seals and execute these lease deed on the date and year first above written .

Signature and seal (Name & Designation)

Signed and delivered by

Mr...... pursuant to a Resolution of the Board of ______(PCSM) (the lessor) dated ......

Signature and seal (Name & Designation)

Mr...... pursuant to a Resolution of the Board of ______(ROC) (the lessor) dated ......

Signature and seal (Name & Designation)

Signed and delivered by Mr...... the lessee (particulars as required as per legal character of the lessee)

Witness:

1-(Full Name and address)

2-(Full Name and address)

ANNEXURE - 20

AGREEMENT FOR ASSET HANDOVER AND LIABILITIES ASSIGNMENT

AGREEMENT FOR ASSETS HANDOVER AND LIABILITIES ASSIGNMENT

THIS AGREEMENT FOR ASSETS HANDOVER AND LIABILITIES ASSIGNMENT hereinafter referred to as “Agreement” is made at ...... on the ...... day of ...... , 2020 between The Pondicherry Co- Op. Sugar Mills Limited (Puducherry State Government Co- operative Society within the meaning of the ______Act, ____), having their Registered office at P.315, Lingareddipalayam, Katterikuppam Post, Puducherry – 605502 (hereinafter referred to as "the Giver" in which expression includes its successors and assigns) of the One Part

AND ------

(please give full name and address and particulars of legal character of the taker (hereinafter referred to as "the Taker" which expression includes its successors and assigns) of the Other Part.

WHEREAS Pondicherry Co-op. Sugar Mills Limited (hereinafter referred to as “PCSM”) is authorized to invite TENDER to develop the Sugar Mill owned by PCSM (hereinafter referred to as “Unit”) as Integrated Sugar Complex;

ANDWHEREAS PCSM has invited the TENDER vide tender notice no. _____ dated____ to develop the Unit as Integrated Sugar Complex on Long Term Lease Arrangement on LDOT basis and for proper and smooth operation of the same on mutually agreed terms;

ANDWHEREAS the Taker i.e. ______had bid for the sugar mill and PCSM has selected the Taker as Successful Bidder, and as per the terms of Bid, Giver has to handover all specified movable and immovable assets including plant & machinery, civil structures, factory buildings, residential buildings, trees etc. In addition, all liabilities excluding Employees Separation Scheme Package will be assigned to the developer. (Land being given on lease through separate Lease Deed as part of the handover documents) thereto described and specified (but not limited) to in Annexure-1 of this Agreement on “as is where is” basis for developing a Integrated Sugar Complex, (which will essentially comprise of a Sugar Mill with minimum capacity of 3000 TCD, Power Generation Unit of minimum capacity of 18 MW, downstream units to add value to by-products and allied/ancillary industries etc) in favour of and to the taker;

ANDWHEREAS this Agreement is part and parcel of the Total handover package to the Successful Bidder i.e. Taker;

ANDWHEREAS this Agreement along with the Lease Deed shall together constitute as “Handover Agreement”. The Taker will hereinafter will be referred as “Developer”

NOW, THEREFORE, in consideration of the premises and mutual promises and agreements set forth herein, the parties hereto hereby agree as follows:

1. That the assets “mentioned in Annexure 1 to this Agreement” (hereinafter referred to as “ASSETS”) and are present within the boundary of the sugar mill handed over to the Developer. .

2. The Assets and Liabilities of the sugar mill (other than Land) are hereby handed over to and becomes the possession and responsibilities of the Developer i.e. ______after execution of this Agreement and payment of One Time Premium Amount (Initial lease advance) of Rs. ______crores has been deposited with PCSM on ______and ______.

3. Giver will hand over the Assets of the sugar mill along with liabilities free from all other encumbrances, hindrances or impediments to the Developer immediately on signing of this Agreement.

4. The Developer shall, to the extent it is feasible to do so, utilize all existing and usable building, plant and machinery, trees etc. However, there shall be no restriction on demolition and disposal of any building, plant and machinery, trees etc. which are not usable/feasible. Developer may modernize the plant and commence production at the earliest.

5. The Developer is free to sell the plant and machinery and building materials which he deems not fit for the operation of Integrated Sugar Complex and there is no restriction on such a sale provided NOC is obtained from PCSM.

6. For trees prior permission from forest department will be taken by Developer.

7. The Developer hereby agrees that the sale proceeds of Plant and Machinery and building material as on date of transfer shall be utilized for modernization of the Unit.

8. The ASSETS are handed over on “as is where is basis”. The Giver or its representatives do not take any responsibility for accurateness of the details of the machinery as specified in Annexure – I of this Agreement including encumbrances, encroachments & litigations separately.

IN WITNESS WHEREOF the parties hereto put their signatures and seals and execute this Agreement on the date and year first above written.

Signature and seal (Name & Designation)

Signed and delivered by

Mr...... pursuant to a Resolution of the Board of ______(PCSM) (the lessor) dated ......

Signature and seal (Name & Designation)

Mr...... pursuant to a Resolution of the Board of ______(ROC) (the lessor) dated ......

Signature and seal (Name & Designation)

Signed and delivered by Mr...... the lessee (particulars as required as per legal character of the lessee)

Witness:

1-(Full Name and address)

2-(Full Name and address)

List of Plant & Machinery, Building, Trees, etc.

Annexure – A 1. BUILDINGS Built-up Year of S No Specification of the Buildings area in Construction Sq.ft List of Factory Buildings to be part of the Lease 1 Factory Building - A 1984 30,096 2 Factory Building - B 1984 25,012 3 Factory Building - C 1984 969 4 Factory Building - D 1984 10,120 5 Factory Building - E 1984 3,200 6 Factory Building - F 1984 3,200 7 Workshop 1984 5,720 8 Stores 1984 7,150 9 Gunny bag godown 2006 3,330 10 Cement Godown 1996 561 11 Sulphur godown 1984 969 12 Sugar godown - 3 Nos 1984 47,422 13 Sugar godown - 4 1997 24,797 14 Sugar godown - 5 1997 15,928 15 Weighbridge with kiosk 1984 408 16 D.M plant pump house 1984 225 17 Molasses tank - 2 Nos. 1984 10,400 18 Water Reservoir 1984 24,00,000 19 Spray Pond 1984 6,815 20 Effluent treatment plant 1984 10,000 21 S.O building, PSC Bank, sugar godown office 1996 3,076 22 Co-op store building, Admin Building, Cane office 1996 24,909 23 Cane unloader Area 24 Hot and Cold water channels - 25 Roads for internal vehicle movement - 26 Rainwater drainage 27 Sewerage lines 26 Water supply collection, 27 Landscaping 28 Compound wall and gates List of Non Factory Buildings to be part of the Lease 1 Sri Ganapathy /Amman Temples 2007 1,390 2 Canteen & Rest shed Building etc.- 1984 4,504 3 Old canteen, civil store room, cane farm store, PASIC godown etc. 1984 10,703 4 Ambulance shed, Cycle sheds,tyre cart cattle shed, security shed 1984 7,493 etc. 5 Staff quarters - A Type 1984 1,634 6 Staff quarters - B Type 1984 6,278 7 Staff quarters - C Type 1984 6,048 8 Staff quarters - D Type 1984 7,632 9 Staff quarters -New E Type 1995 2,496 10 Staff quarters -Old E Type 1984 16,065 11 Watchman quarters 1995 11,850 12 Guest House 1984 1,978 13 Primary School 2001 12,712 14 Higher secondary School 2012 20,675

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15 Water supply and drainage arrangements 16 Roads and street lightings 17 Landscaping and storm water drains

2. PLANT AND MACHINERY AND TREES

S No. LIST OF MAJOR PLANT & MACHINERY AND TREES

1 Trees -1 lot

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ANNEXURE - 21

Information Memorandum and Bid Document for Selection of Persons on LDOT basis for lease of Puducherry Cooperative Sugar Mills Limited, Lingareddipalayam, Puducherry.

PART-I

1.1. Introduction The Government of Puducherry and Pondicherry Cooperative Sugar Mills Limited, Lingareddipalayam, UT of Puducherry, have decided to lease out the Sugar Factory along with liabilities excluding Employees Settlement Scheme Package on Lease, Develop, Operate and Transfer (LDOT)” as is where is basis” for a period of 20 years from the sugar season 2020-2021 to 2039-2040 (i.e., up to 30.09.2040)  To help cane growers of Pondicherry Cooperative Sugar Mills Limited and to create employment for agricultural labourers and skilled persons of that area,  Minimize the Government exposure to residual risk and avoid further liabilities to the Government and cane growers,  To achieve sustainable economic activity and regional development. 1.2. Proposed Transaction The sugar factory proposed for lease under LDOT scheme is having installed capacity of 1750 TCD (tones of cane crushing per day). The selected bidders shall undertake development, modernization/expansion in capacity of the sugar unit to a minimum level of 3000 TCD with 18 MW bagasse based cogeneration, subject to the approval of Departments of Puducherry and Central and State Pollution Control Boards. The standard specification for 3000 TCD sugar mill and cogeneration plant & machinery shall be approved by the Government of Puducherry , Puducherry.

The selection of bidder will be made on the basis of two e-envelope competitive bidding process – Technical and Commercial bid. The Bidder shall make independent enquiry and obtain all required information, facts inputs, status of existing plant and machinery condition and circumstances that may have any effect on this bid.

Bidders must take their own advice on the lease and obtain the required permission from various departments. The Lease contemplated here does not bind the Government in any way to obtaining or providing required approvals, licenses or

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permits for any activity. The Bidder must obtain all required permissions and consents from relevant authorities.

Part-I of the Information – Memorandum and Bid Documents for lease on LROT basis; sets out a profile and back ground information of Puducherry Cooperative Sugar Mills Ltd., Lingareddipalayam, Puducherry and the background & description of the Plant and Machinery etc., of the Sugar Factory.

1.3. Invitation to Submit Bids, Procedures The Managing Director, Pondicherry Cooperative Sugar Mills Ltd., Lingareddipalayam, Puducherry, invites Bids on behalf of the factory in pursuant to the Govt. Order G.O.Ms.No.2/Coop dated 31-07-2019 to submit proposals to lease out (on LDOT basis) the above Co-operative Sugar Factory in accordance with the bid Procedures, Requirements, Terms and Conditions as set out in Part-II of the information, memorandum and bid documents.

1.4. Date of Closure The Date of Closure for submission of Bids is on 26.08.2020 upto 2.00 P.M. at the office of the Puducherry Co-operative Sugar Mills Limited, Lingareddipalayam, Puducherry and the bids shall be opened by the Tender Committee , Puducherry, on 26.08.2020 at 3.30 PM in the presence of the Bidders.

1.5. Letter of authority for Site Visit

To assist the bidders in carrying out due diligent investigations, the Managing Director of the factory / Registrar of Co-operatic Societies, Puducherry, shall issue a letter of authority to inspect the plant and machinery, stores, consumables at the time and date to be fixed in advance with Managing Director of the factory. The Managing Director Puducherry Co-operative Sugar Mills Ltd / Registrar of Co- operatic Societies, Puducherry, will issue the letter on request to persons who have (i) registered their interest in bidding for the lease (ii) signed and returned the Confidentiality Agreement and (iii) acquired the Information Memorandum and Bid Documents.

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The Government of Puducherry, the Managing Director of the factory or their Advisers, Officers, Employees or Agents are not responsible and disclaim all liability for personal injury of loss and damage to any person, during the course of inspection. 1.6. Pre Bid Conference A pre Bid conference will be organized for the prospective Bidders on the date and venue to be notified by Managing Director, Pondicherry Co-operative Sugar Mills Limited / Registrar of Co-operatic Societies, Puducherry. 1.7. Confidentiality Bidders are bound by the Confidentiality Agreement submitted to the Managing Director, Pondicherry Co-operative Sugar Mills Limited / Registrar of Co-operatic Societies, Puducherry, at the time of registration of interest and obtaining the Information Memorandum and Bid Documents. The Managing Director, Pondicherry Co-operative Sugar Mills Limited / Registrar of Co-operatic Societies, Puducherry, will take all reasonable precautions to maintain the confidentiality of information submitted by Bidders and will ensure that information is accessible only to personnel authorized to evaluate the bids.

1.8. Evaluation Bids will be evaluated in accordance with the approach set out in the Procedures, Terms and Conditions which are designed to identify the preferred bidder so as to achieve the aim set out above.

1.9. Limited Purpose of the Information Memorandum and Bid Documents The Government of Puducxherry, and the Managing Director, of the Factory or their Advisers, Officers, Employees or Agents or other Bodies under their ownership or control each expressly disclaims, and will not be subject to any liability for the accuracy, reliability or completeness of the contents of the Information Memorandum and Bid documents, or any other documents or information, provided during the Leasing process, whether referred to here or not. This Information Memorandum and Bid Documents do not constitute any offer by the Government, the GoP / Administrator, or the Managing Director , of the factory. Bidders may conduct their own investigations and make evaluations and decisions.

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1.10. Disclaimer The Government of Puducherry, and the Managing Director or their Advisers, Officers, Employees, Agents or other Bodies under their ownership or control shall not be liable for any damages resulting from any disclosure before, during or after the issuance of the advertisement for the lease of the sugar factory or the supply of the Information Memorandum and Bid Documents and the submission and decision- making on bids. The Government of Puducherry reserves the right to accept or reject bids, to discuss different or additional aspects with any bidder, and to cancel or terminate the Bid process before or after the Date of Closure for receipt of Bids. The Government, the GoP / Administrator of Puducherry and their advisers will not be liable for any costs, damages and expenses incurred by Bidder or resulting from any actions of this type.

1.11. Further Enquiries Further enquiries or requests for clarification on issues or questions concerning this matter may be addressed to: The Managing Director The Pondicherry Co-op. Sugar Mills Limited., P.315, Lingareddipalayam, Katterikuppam Post, Puducherry - 605502. Union Territory of Puducherry, Ph: (0413) 2674 603/9487463059/9047777914 E mail [email protected]

The Registrar of Co-operative Societies, Vedapureeswarar Varadaraja Perumal Nagar, Vazhudavoor Road, Near Rani Hospital, Thaittanchvadi, Puducherry, 605009 Ph: (0413) 227 2007 Telefax: (0413)-2272619

The Managing Director has the right to distribute further information in response to enquiries from Bidders, where this is desirable in the interests of equal access to relevant information but in doing so the Managing Director shall not reveal the source of the enquiry. 105

2.0. Background and Description of Plant and Machinery of Puducherry Co-operative Sugar Mills Limited, Lingareddipalayam, Puducherry.

2.1. Factory & its Location The Pondicherry Co-operative Sugar Mills Ltd., is about 21 KM away from National High Way No NH 45- in Villupuram District of Tamil Nadu state. The nearest Railway station is Puducherry at about 20- KM and Tindivanam Railway Station in Tamil Nadu is at about 30 KM from the factory.

2.2. History and Date of Establishment

The Factory was registered under the Pondicherry Co-operative Societies Act 1972. The trial crushing of sugarcane was taken up in the year 1984 with the installed capacity of 1250 TCD expandable to 1750 TCD.

2.3. Installed capacity and area of operation The installed crushing capacity is 1250 TCD. The cane area demarcated to the Mills is in Puducherry region and also in Tamil Nadu region. The command area covers part of Mannadipet commune, Villianur commune and Oulgaret commune of Puducherry region and five villages in Kandamangalam block, entire Vanur block and major part of Marakkanam block of Villupuram taluk in Tamil Nadu region. Total cultivable area is about 98,282 acres and irrigated area is 49865 acres, and cane area for 2016-17 planting season was around 3000 acres with the cane output of about 1,05,000 M.T. The Mill’s crushing operation is going on a regular basis for a limited number of days with low cane crushing quantities including the same in the earlier crushing season ended on September 30, 2017. The details of District, Taluk and Firka are enclosed (Schedule-II.) 2.4. Share holding Pattern The share holding pattern as on 31.3.2018 was as follows: (Rs. in lakhs) Authorized Share Paid up Class of shares (Rs. 1000 each) Capital Share Capital A class – Producer –members 485.00 386.71 B class– Non-producer members 15.00 13.44 C class– State / Central Government 9500.00 9494.31 N.R.D share capital - 46.82 Total 10000.00 9941.28 106

2.5. Products: The Factory produced white crystal sugar. The molasses, filter cake and bagasse are by-products.

2.6. Details of Assets: The total land owned by the unit is at 41.80 acres, land taken on long term lease from the Government is 9.31 acres and land taken on long term lease from local commune is 63.50 acres. The above land is separated as factory zone, employees residential colony, officer’s quarters and school area (-- acres) teak and coconut plant farm as well as seed farm. The Factory is well laid out with roads between the buildings for smooth movement of men and materials. Adequate supply and distribution system for water is present in the Factory with sewage system. The colony has residential quarters with adequate water supply, sewage and electrical systems. The Factory meets its water requirement from borewells and river. A small portion of land (as marked in the factory site plan) along with building therein will be retained by PCSM for Society related activities and future monitoring of lease arrangement.

2.7. Production Equipment: The major production equipments consist of broadly of the following machines: 1. Milling Tandem consisting of 4 Mills 2. Two Boilers of each 21 Kgs/Sq.cm steam pressure and 25 tonne / hour of steam. 3. One power turbine of capacity 1.5 MW. 4. Boiling House capacity suitable to 1750 TCD.

2.8. Layout of the Site:

The layout of the site is enclosed as (Section – III)

2.9. Buildings & other Assets: The factory building includes office buildings, godowns, Officer’s and employees quarters, stores and workshop etc. The Factory is having diesel bunk with storage capacity of 36 KL for the use of the Factory purpose only. The Factory has proposed to retain the Managing director’s Residence for Lessor’s office use.

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2.10. Infrastructure: The reserved area of the Factory comprises of the firkas in Puducherry UT (Schedule – II). 2.11. Type of Soil 60% of area is covered by Sandy loam and 20% by Sandy Soil, 10% red soil and 10% laterite soil.

2.12. Climate & Rain Fall Temperature ranges between 20* C (min) and 40* C (max). The maximum rainfall is in between the month of October to December. The average rainfall is 1200 mm.

2.13. Cane varieties & Planting Period Normally cane is planted from November to June ever year. The popular varieties grown are a) Co-86032, b) Co-94101, c) Cov-92102.

2.14. Source of Irrigation and Cane Development

The sources of irrigation are borewells, river pumpset, and tanks.

2.15. Cane Production and Yield 3000 acres of area was under cane cultivation for the 2016-17 season. The average yield per acre expected is 35 MT. There is abundant scope for cane development in the reserved area of operation of the Factory.

2.16. Mode of Transport of raw material at unit Labourers from surrounding villages harvest the cane which is transported through tractors and lorries arranged by the mills.

2.17. Distance and Mode of Cane Transportation 15% of the total cane is transported within the radius of 20 kms to the Factory and remaining 85% of the cane is transported from 20-40 Kms. Sl. No. Mode of Transport Percentage 1 By Tractors 60% 2 By Lorries 40%

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2.18. Water The water requirement for 1750 TCD plant is met by drawing water from borewells and from the nearby river. The unit has arrangement with the PWD, Govt. of Puducherry for drawl of water from the river and ground sources.

2.19. Power The nearest Electrical Sub-station at Thethambakkanis around 5 KM from Factory premises with 11 KVA, sanctioned power 500 KVA and during season requirement of power is met through captive power generation. 2.20. Pollution Control: The Sugar mill is having effluent treatment plant to meet the pollution control board’s norms. The treated effluents are being discharged to Cane seed farm and Coconut farms etc. 2.21. Manpower: All the employees will be discharged under Voluntary Retirement Scheme Settlement package except five staff members who will look after Society related activities. At present there are 108 regular employees and 191b seasonal employees.

2.22. Strength of the sugar mill: 1. Plant has well developed land admeasuring 41.80 acres with continuous supply of water. 2. The unit has its own quarters to meet the housing needs of the employees. 3. The plant and machinery are well maintained and has built in capacity to crush upto 1750 tonnes of sugarcane /day. Adequate supply of power and water are available. 4. The location of the plant is well connected by roads for transportation of raw materials and finished goods. 5. About 100 small scale industrial units are functioning within the radius of 5.0 Kms of Sugar mill. 6. The agro-climatic conditions are favourable for growing sugarcane extensively. The Factory zone is within the command area development authority in nearby river basin. 7. The factory is located at 126 KM from Chennai having advantage of marketing the products.

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Annexure 22: List of existing liabilities

THE PUDUCHERRY COOP. SUGAR MILLS LTD Dues as on 31.03.2020 (Tentative) Rs. in Cane payment arrears : Rs. in Crores a. Lakhs 2016-17 65,848 MT @700/- Per MT * (SAP advance due) 329.23 2014-15 97,713 MT @ Rs 410/- per MT (SAP-GoP) 400.62

2015-16 68,210 MT @ Rs 650/- per MT (SAP-GoP) 499.98 12.30 b Loan Dues: Principal Interest @ %

PPCL 5,00,00,000+ 5,11,61,504 @ 12% 1,292.49 PDL 12,78,08,839+ 7,48,46,230 @ 12.2% 2,092.55 PIPDIC 8,74,92,739+ 18,71,23,757 @ 15.25% 2,827.16 PSCB-CCL 9,79,08,029 + 3,66,00,953 @ 17 % 1,378.09 PSCB-S.L 2,34,22,220 +57,14,835 @ 13% 300.37 PSCB-S.L 65,65,625+15,80.672 @ 13% 83.96 PSCB-S.L 3,00,00,000 +95,82,738 @ 13% 407.83 83.82 c Net Salary arrears : Mar-2017 to Mar-2020 2059.00 20.59 d Salary recoveries

Staff Credit Society 145.27

Employees Credit Society 217.59 PCSM Emp.Stores,Suthukeny,Syndicate 3.05 3.66 e Statutory Dues E P F ( Dec 2015 to Feb 2020 ),Interest,P.Damages 1,325.40

Gratuity ( upto 2019-20 ) 1,042.00 Cane cess : Dec 2010 to March, 2017 61.30 Purchase Tax @ 14.50% on FRP for 2015-16 & 2016-17 323.42 VAT / G S T ( Aug-2017 to June-2019 ) 69.42 28.22 f Municipal Tax Property Tax - Mannadipet Commune 17.62 Land Lease 103.91

Harvester Rent to Agri. Dept.2013-14 to 2016-17 season 26.15

Cane Surcharge 16.90 1.65

g Other payment Electricity - ( Apr'2017 to Dec' 2019 ) 69.53 E M D Refundable (Molasses) 38.50 Supplier's due 12.27 PONCOS 26.00 NRD Interest to growers 44.85 1.91

Grand Total 15214.47 152.14

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Annexure 23: Test of Responsiveness to Bid- Checklist Following specific aspects are to be observed and assessed based on details provided by bidders to evaluate their responsiveness on technical grounds: 1. The bidder satisfies all general terms & conditions mentioned in the bid document – validation of input data in bid document 2. The bidder is preferred to have successful operational experience in sugar industry or allied industries for not less than 5 - 6 years (one sugar market cycle) and the general business success in the past will also be assessed. 3. The bidder is genuinely interested in taking up cane development / modernization cum expansion of sugar mill and establishment of co-gen plant – details given in business plan proposed by bidders will have to be assessed. 4. The bidder is capable of arranging funds for modernization cum expansion / cogen project to an extent of about Rs.190 Crores. 5. Eligible turnover and Net worth will be assessed based on latest guidelines provided by Chief Vigilance Commissioner (CVC) of India and General Financial Rules (GFR). 6. The bidder does not have any pending / un-discharged criminal proceedings against, at the time of making bid 7. The bidder, if an overseas entity (independently or in consortium) is capable of arranging funds / getting RBI clearances for bringing in to India, 8. The bidder has not backed out / withdrawn from factory lease arrangements, if any, during the lease period in the past. 9. The bidder has been barred or removed from lease arrangements, if any in the past, for not satisfying any of lease related stipulations or for misconduct / fraudulent activities. 10. The bidder does not specify any request / condition for support in the forms of grant / subsidy / other incentives from GoP during the lease period. 11. Assurance from bidders for not indulging in activities / investment in PCSM land / premises which are not in conformity with the sugar mill activities or allied industrial activities. 12. Any other specific aspect as suggested by the tender committee.

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Annexure 24. Asset valuation of Pondicherry Co-op Sugar Mill.

I Fixed Assets - (updated: Sep 30, 2018) (Tentative) (Rs. in lakhs)

Particulars Amount Factory land (total) 4820.71 Factory buildings 1229.57 Other factory buildings & Civil works 632.06 Plant & Machinery (incl. electrical) 1105.72 Office Equipment 1.20 Furniture & Fittings 14.08 Vehicles 16.71 Total fixed assets 7820.05

II Current Assets – (Expected as on Sep 30, 2018) (Tentative) Rs. Lakhs Particulars Amount Deposits with Govt. depts. 9.12 Stores & spares 179.46 Prepaid expenses 0.00 Total 188.57

III. Intangible Assets- (as on Sep 30, 2018) (Rs. in lakhs) Particulars Amount Premium for cane command area 960.00 Manpower recruitment & training expenses 120.00 Supply chain development efforts 12.00 Brand value for company & products 25.00 Capital market leverage 0.00 Product specialty (3 % on the annual sugar sale value) 165.00 Materials / Fuel sourcing arrangements 5.00 Market tie-up arrangements 15.00 Plant & machinery installation exp. (already 0.00 included in machinery valuation) Pre-operative expenses & fees to consultants (about 10 % of total 508.00 fixed assets cost) Total 1810.00

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Annexure 25. INSTRUCTIONS TO BIDDERS FOR SUBMISSION OF ONLINE BIDS IN E-TENDER

The bidding under this contract is electronic bid submission through website https://pudutenders.gov.in. Detailed guidelines for viewing bids and submission of online bids are given in the website. Prospective bidders can logon to this website and view the invitation for Bids and can view the details of the tender.

Registration

1) The prospective bidders can submit bids online. However, the bidders are required to have enrolment/registration in the website by clicking on the link “Online bidder enrolment” which is free of charge. 2) As part of the enrolment process, the bidders are required to choose a unique username and assign a password for their accounts. 3) Bidders are advised to register their valid email addresses and mobile numbers as part of the registration process. These details would be used for any communication from the e- Portal. 4) Upon enrollment, the bidders are required to register their valid Digital Signature Certificate (DSC) (Class III Certificates with signing key usage) issued by any Certifying Authority recognized by CCA India (e.g. Sify / nCode / eMudhra, etc.), with their profile. 5) Only one valid DSC should be registered by a bidder. Please note that the bidders are responsible to ensure that they do not lend their DSC’s to others which may lead to misuse. 6) Bidder can login to the site through the secured login by entering their user ID/password and the password of the DSC / e-Token.

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Documents to be uploaded during the submission

DESCRIPTION S NO PARTICULARS (Attach Relevant Documents) As per Annexure – I along with A. Company Registration Certificate 1 Application – Technical Bid B. GST Registration Certificate

Copy of the Demand Draft Upload the copy of the Demand Draft in the 2 towards the EMD online portal 3 Statement of Legal Capacity As per Annexure 2 4 Details of Applicant/Bidder As per Annexure 3 Undertaking (Security & Integrity) 5 As per Annexure 4 on Applicant’s Letter Head Certified Copy of Boards 6 As per Annexure 5 resolution Board Resolution – Consortium, if 7 As per Annexure 9 applicable 8 Eligibility Criteria As per Annexure 10 Undertaking by Group 9 As per Annexure 11 Companies/ Associates Authorization Letter (On Letter 10 As per Annexure 13 Head) Financial Bid for Long Term Lease 11 As per Annexure 17 of the Sugar Mill 12 Proposed Investment Plan As per Annexure 18 Copy of the payment receipt for Upload the copy of the receipt in the online 13 Tender Document fee portal. Any other relevant document as 14 prescribed in the tender document

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Exhibit- 1 Existing Layout Map of PCSM.

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