GANDHI AUCTIONEERS PVT. LTD.

Transcription

1 The Liquidator Appointed by National Company Law Tribunal, Mumbai Divisional Bench I, Mumbai In the matter of Roofit Industries Limited - In Liquidation [Under the provisions of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016] Auction Date 30 November 2018 Auction Starting Time a.m. to 4.30 p.m. Inspection Dates 19 November 2018 to 27 November 2018 Between 11 A.M. to 4 P.M. at respective sites by prior appointment to be fixed with Mr. Jitender Kumar Jain (Liquidator) Mob: Plot No. B-42, First Main Road, SIPCOT Industrial Complex, Survey No.610/2 (Part) & 3 (Part) of Old Gummidipoondi and Survey Venue for Inspection No.610/13 (part), 14 (part) & 19 (part) of New Gummidipoondi, Taluka- Gummidipoondi, District Chengalpattu, Chennai , State- Tamil Nadu. Auction Venue To participate in the e-auction, bidders are required to pay Refundable Caution Money refundable CMD of Rs. 63,63,309/- (Indian Rupee Sixty-three Lakhs Deposit (CMD) Sixty-three Thousand Three Hundred and Nine only) by Demand Draft (DD) only. DD must be in favour of Roofit Industries Limited - In Liquidation payable at Mumbai. DD to be deposited with fully filled, signed and sealed Annexure A and B attached herewith to the Auctioneer so as to reach them on or before 28 November 2018 by 5 p.m. To BID for LOT basis. The rate of Goods and Service Tax (GST) or any other statutory duty / stamp duty / Tax / Levy / Cess / surcharge etc. will be applicable and payable in addition to the purchase price by the Buyer as prevailing on the date of actual physical delivery of materials. Unsuccessful bidder s DD towards CMD will be refunded by the Auctioneer within 3 Calendar days following the date of e-auction sale. Intending bidders are requested to inspect the material/ site well in advance. All items are sold on AS-IS-WHERE-IS basis. PART 1 - SPECIAL CONDITIONS 1. Only those parties who have paid refundable Caution Money Deposit (CMD) will be allowed to participate at the auction sale. 2. The bidder should be eligible to purchase the asset under the Insolvency & Bankruptcy Code, The bidder shall not transfer the asset to any person who is not eligible under the Insolvency & Bankruptcy Code, Successful bidder shall pay full purchase price (after deducting CMD) within 15 (fifteen) calendar days following the date of confirmation of lot at e-auction. 4. All the payments other than CMD to be paid to Roofit Industries Limited (in Liquidation) by RTGS as per following details:

2 Bank Name: Kotak Mahindra Bank Limited Bank Address: Vashi Sector 17, Navi Mumbai Beneficiary Name: Roofit Industries Limited (In Liquidation) Beneficiary Account No.: IFSC Code: KKBK All bidders are requested to make payment of CMD (through demand draft) in advance on or before 28 November Transfer/change of name will not be allowed under any circumstances and invoice / sale certificate / title documents will be issued by the Liquidator only in the name of the original purchaser. 6. The purchaser can, after payment of full purchase price, start the business operations on the basis of sale certificate but after obtaining the statutory approvals in its own name. No statutory approvals granted in the name of Roofit shall be used for the purpose of carrying on business by the purchaser. 7. Goods & Service Tax will be charged extra at the rate prevailing at the time of delivery. Any other statutory duty / Tax / Levy / Cess / Surcharge etc., will be charged extra at the rate prevailing at the time of delivery. TCS (Tax Collection at Source) will be charged extra as applicable. 8. Loading/unloading will be carried out by the purchaser at their own expenses. The purchaser shall have to arrange for Fork Lift / Hoist / Crane / Labour at their own cost, if required. 9. The sale of the material is strictly on AS-IS-WHERE-IS & WITHOUT RECOURSE / NO COMPLAINT basis. No request regarding any additional accessories/parts other than that displayed at the specified location, including any missing parts/accessories shall be entertained. As far as possible lots will be sold in the seriatim order. Nevertheless, the Liquidator reserves the right to take lot or lots in any other order as deemed fit. The Liquidator also reserves the right to combine two or more lots at their discretion. 10. Photography of the lot is not permitted. 11. Bid submitted in e-auction cannot be rejected or cancelled. Hence, be careful while bidding at live e-auction. 12. A person having any pending dispute with Roofit Industries Ltd. - In Liquidation is not eligible to purchase the asset. Participation by such person in the auction will deemed as withdrawal of such dispute etc. by such person against Roofit Industries Ltd. - In Liquidation. 13. A person who has not paid dues of Roofit shall not be eligible to participate in the e-auction. 14. No set-off against purchase consideration is allowed by the purchaser. 15. The purchaser shall carry out it owns due diligence on the property and no special representation / warranties as to title to the asset shall be given by the Liquidator.

3 16. Some of the machines belong to third party, viz., Premier Building Materials Ltd. and clearly identified in the list of machines. Such machines will be taken away by third party after permission of the Liquidator. Pending removal of such machines, the purchaser shall allow the storage of such machines at factory site after removing them without payment any cost or fee, etc. by the Liquidator. 17. India Cements Capital Ltd. having its office at Dhun Building, 3rd Floor, No.827, Anna Salai, Chennai has registered a lien on asset with the sub-registrar which according to the Liquidator is invalid. The purchaser shall however remove the same at the purchaser s own cost. The Liquidator shall provide all requisite support in this matter but the cost thereof shall be borne by the purchaser. PART 2 - GENERAL TERMS & CONDITIONS OF AUCTION SALE 1. DEFINITIONS: (a) (b) (c) (d) Liquidator means Jitender Kumar Jain, Insolvency Professional registration number IBBI/IPA-002/IP-N00033/ /10070, who is acting as the liquidator of Roofit Industries Limited in Liquidation under the provisions of the Insolvency & Bankruptcy Code, Auctioneer means Gandhi Auctioneers Pvt. Ltd. having its office at F-21, Moongipa Arcade, D.N. Nagar, Andheri (West), Mumbai , India. Roofit means Roofit Industries Limited - In Liquidation under the provisions of the Insolvency and Bankruptcy Code, 2016 and Insolvency and Bankruptcy Board of India (Liquidation Process ) Regulations, NCLT means National Company Law Tribunal, Mumbai Division 1 at Mumbai acting as the adjudicating authority under the provisions of the Insolvency and Bankruptcy Code, ENTRY: Right of admission is reserved by the Liquidator/Auctioneer. 3. INSPECTION: For inspection of materials / factory / Land / Building, please call the Liquidator and fix your date and time of inspection in advance. Bidders are requested to visit and inspect the materials / factory / Land / Building well in advance on or before 27 November PAYMENT TERMS: 4.1 Refundable Caution Money Deposit (CMD) must be paid by Demand Draft favouring Roofit Industries Limited (in Liquidation) payable at MUMBAI and submitted to the Auctioneer along with fully filled, signed and sealed Annexure - A and B attached herewith. Please note that CMD received by the Auctioneer without the duly filled, signed and sealed Annexure - A and B will not be considered and CMD will be returned back to such party.

4 4.2 All the payments other than CMD to be paid to Roofit Industries Limited (in Liquidation) by RTGS as per following details: Bank Name: Kotak Mahindra Bank Limited Bank Address: Vashi Sector 17, Navi Mumbai Beneficiary Name: Roofit Industries Limited (In Liquidation) Beneficiary Account No.: IFSC Code: KKBK The balance payments will be accepted by RTGS only as mentioned hereinabove. Cheque, DD/PO or cash will not be accepted. 4.4 Result of the e-auction will be declared on 01 December 2018 at 5.00 pm. 4.5 The balance purchase price of the lot/s to be paid within 15 (fifteen) calendar days following the date of confirmation of Lot at the e-auction. Possession must be taken within 3 (three) calendar days following the date of full payment. 4.6 In the event of the failure of the purchaser to pay the balance purchase price of the bid within prescribed time as mentioned in clause 4.5 above, the contract will automatically stand terminated and the CMD will stand forfeited for the breach of contract by the purchaser. The lot in question shall be resold by the Liquidator without any further reference to the purchaser. 4.7 CMD shall bear no interest. 4.8 The Liquidator shall execute the sale certificate / title document in favour of the purchase within 15 (fifteen) days from the date of confirmation of lot at the e-auction. However, no interest, penalty, damages, loss of profit, whatsoever shall be payable by the Liquidator in case of delay in execution of documents, for any reason whatsoever, in favour of the purchaser after confirmation of Lot at the e-auction. 4.9 The reserve price is based on the provisions of the Insolvency and Bankruptcy Code, 2016 and if the NCLT decides that the reserve price is incorrect under the Insolvency and Bankruptcy Code, 2016, the successful bidder shall be required to pay the reserve price as per the Insolvency and Bankruptcy Code, DESCRIPTION OF MATERIALS AND QUALITY AND QUANTITY: 5.1 The materials / factory / Land / Building shall be disposed of in AS-IS-WHERE-IS & WITHOUT RECOURSE / NO COMPLAINT basis and in WET, DRY OR RUSTY conditions, also no segregation will be allowed. No processing will be allowed. 5.2 Numbers, quantities or tonnage or nature of materials given in the catalogue are approximate and the materials will be sold without any regard or consideration of these numbers / tonnage or nature of materials and no warranty or guarantee shall be implied.

5 5.3 Description given in our enclosed list is in brief. Offers by the bidders will be deemed to have been made on the clear understanding that intending bidder / bidders have satisfied themselves fully in regard to the nature, condition, quality / quantity of goods upon inspection or otherwise. No error, omission or mis-statement or mis-description, whatsoever and howsoever made or published whether in advertisement or list or otherwise and no defects or faults in the goods shall invalidate the contract or be subject matter of any claim on the part of the bidder whether in compensation or otherwise howsoever nor will any such claim be entertained by the Liquidator. 5.4 The Liquidator shall be under no obligation to put the lots singly or serially or in any other particular manner and the Liquidator Reserve the right at its discretion to withdraw any lot at any time during the auction without assigning any reason thereof. The Liquidator may refuse to accept any bid from any person/persons without assigning any reason for such refusal. 5.5 If any non-ferrous metal is found in any of the ferrous lot while effecting delivery, the same shall be treated as Liquidator s property except where such non-ferrous metals are specifically mentioned. The purchaser shall not lift from the lots any such pieces containing non-ferrous metal and shall have no claim to the same or ask for any compensation on account thereof. 5.6 In case where the Liquidator proposes to auction any particular item or items of stores by weight or number and not on lot basis, announcement to that effect shall be made before such stores are put to auction. The bid in such cases shall be for each number or unit of weight. 6. REMOVAL OF MATERIALS: 6.1 In order to facilitate the Liquidator to complete the transaction within the stipulated time, at least 24 hours prior notice will be given to the Liquidator for any action on the part of the Liquidator. 6.2 Should the original purchaser wish to take delivery of the material through a representative, he must authorize the latter by a letter of authority or continuing authority which shall be presented to the officer concerned. The Liquidator may in his entire discretion decline to act on any such authority and it shall be for the purchaser to satisfy the Liquidator that the authority is genuine. Delivery to such person shall be sole responsibility of the purchaser & no claim shall lie against the Liquidator on any account whatsoever, if delivery is offered to a wrong person. 6.3 It shall be the responsibility of the purchaser to see that he or his servants or agents collect and load only that material / asset that is covered by the contract. 6.4 No oxy-cutting / cutting of the materials / asset will be allowed without prior written permission of the Liquidator. 6.5 During the course of the removal of the third party machine, if any, damage is caused to the asset, the Liquidator shall not be responsible to make good such losses.

6 6.6 Lots sold must be taken in possession by the purchaser within scheduled time. 7. PENALTY FOR DELAY IN COLLECTION / BALANCE PAYMENT: 7.1 In case the purchaser fails to pay the balance payment within scheduled time, the Liquidator may, at his sole discretion, extend the period by one week by levying 2% (two percent) interest per week + applicable tax, for such delayed period. 7.2 The relaxation in para 7.1 above is without prejudice to the Liquidator s right to forfeit the amount paid by the purchaser without any further notice and goods will be resold as deemed fit to the Liquidator. 7.3 Notwithstanding the facilities given at 7.1 and 7.2 above, the Liquidator may refuse to extend the period and cancel the sale at its sole discretion or waive the interest under para DECISION IN CASE OF DISPUTES: 8.1 In case of any dispute regarding the contract, the decision of the Liquidator shall be final and binding. 8.2 NCLT shall have exclusive jurisdiction to deal with any disputes arising out of this contract. 9. RIGHT OF ACCEPTANCE / REJECTION OF OFFER: 9.1 The Liquidator reserves the right to withdraw wholly or partially any or all the items set for sale at any time without assigning any reasons. 9.2 The Liquidator also reserves the right to accept any bid on the basis of Subject to approval by the Liquidator. In case the bid is accepted on Subject to approval basis, the Liquidator s final decision will be informed to the purchaser within a week. 9.3 The goods are sold subject to the reserve price fixed by the Liquidator. If there is any dispute as to the last or highest bid, the goods shall be put up for the sale again at the last undisputed bid and resold or the disputes will be determined by the Liquidator and his decision shall be final and binding to all. 10. FORFEITURE OF CAUTION MONEY DEPOSIT: In case of failure to comply with the prescribed terms and conditions by the bidders, the Liquidator may at its discretion, terminate the contract and forfeit the CMD/ purchase price, as the case may be, and sell the materials to any other buyer at defaulting buyer s risk and recover the deficit if any, from the defaulting buyer. 11. TERMINATION OF CONTRACT/E-AUCTION: 11.1 The Liquidator reserves the right to terminate the contract / e-auction at any time by giving three days notice or disqualify a bidder including on the following ground: (a) Unsatisfactory bid or execution or performance of the contract by the purchaser. (b) For improper behaviour of the purchaser or breach of the terms & conditions of the

7 (c) (d) contract. Collusion between the bidders. Such other reason as the Liquidator may in his own absolute discretion deems fit and proper Decision of the Liquidator to terminate the contract / e-auction shall be final and binding and no claim for damages and compensation shall lie against the Liquidator / Roofit. Provided always that in the event of the purchaser or his agent or servant committing or attempting to commit theft, fraud, dishonesty or gross misbehaviour in connection with the subject matter of this contract, the Liquidator will be entitled to terminate the contract forthwith and forfeit the CMD at its sole discretion. 12. PASSING OF PROPERTY IN THE GOODS: It is expressly made clear that the property in the goods whether sold by units, weights or lots, whether arranged or otherwise, will remain that of the Roofit and will pass on to the purchaser only when full payment is received by the Roofit. 13. GENERAL: 13.1 Goods and Service Tax (GST) or any other statutory Duty / Tax / Levy / Cess / Surcharge / stamp duty / registration fee / transfer charges, etc., will be charged extra by the Liquidator at the rate prevailing at the time of delivery and the rate offered shall be exclusive of all taxes. TCS will be charged extra as applicable Any person employed or engaged by the purchaser for the purpose of the execution of the contract shall be required to observe the rules and regulations that are prevailing in our Liquidator. The movement of his persons shall be restricted only to the place of work assigned to them. Each person engaged by the buyer shall be required to obtain a pass from our security department for entering and leaving our factory premises. All the labour engaged by the buyer shall be subjected to inspection by our security department No offers / bids below reserve price shall be entertained The auction will be conducted under the supervision of the Liquidator All notices, letters sent to the purchaser shall be deemed to have been received by him/them on expiry of 24 hours from the time of posting if the same are sent at the address given by the purchaser Resale will not be recognized and release order will be made out in the name of actual successful purchasers only after doing know-your client compliance and eligibility of the bidder under the Insolvency & Bankruptcy Code, The CMD of a bidder ineligible under the Insolvency & Bankruptcy Code, 2016 shall be forfeited without any notice The purchaser shall not be entitled to resell any lot or part of a lot while the goods are still lying within the premises of the Liquidator and no delivery would be effected by the Liquidator to any person other than the purchaser whose names are mentioned in the delivery order.

8 13.8 All purchasers of the lots before collecting purchased materials from inside the works should contact the Liquidator s authorised officer to get themselves fully acquainted with safety rules and regulations. The purchaser will be allowed to start collecting materials only when they have confirmed in writing that they are agreeable to follow the various safety rules and plant regulations The Liquidator will in no way be responsible for any accident, damage or injury to the contractor s workmen or equipment while on factory premises If the successful purchaser at any stage either neglects or refuses or is unable to take delivery of the materials for any reasons whatsoever or the performance of the purchaser is unsatisfactory, the Liquidator will have the right to terminate the contract, forfeit his CMD and claim such further losses and damages that may be caused to the Liquidator to determine and declare at its sole discretion In the event of the purchaser failing to remove the materials and to pay price thereof, the Liquidator shall be free to sell the goods to any person or persons and to recover from the original purchaser the amount by which the price at which the scrap material is actually sold, falls short of the price agreed by the original purchaser. This does not in any way effect the right of the Liquidator to forfeit CMD as provided herein All purchasers of the lots before collecting purchased materials from inside the works should contact the Liquidator s authorised officer to get themselves fully acquainted with safety rules and regulations. The purchaser will be allowed to start dismantling materials only after receipt of full purchase price Auctioneer is only an agent providing e-auction platform to the Liquidator. They have no right to take any decision in any matter and shall act only as per instructions of the Liquidator Prospective bidder can avail training for online bidding from the Auctioneer by prior appointment with them The Liquidator is empowered to specify Special Conditions of sale or Additional Conditions of sale, if any, before initiation of auction These terms and conditions are applicable to independently to each of the asset / property. Thus, for each property separate form as per annexures A & B along with separate CMD is required The e-auction is subject to the provisions of the Insolvency and Bankruptcy Code, 2016 and rules/regulations made thereunder which forms part of these terms and conditions by reference. PART 3 - SPECIAL CONDITIONS FOR IMMOVABLE PROPERTIES 1. To the best of knowledge and information of the Liquidator, no other encumbrance exists on the properties except those disclosed. However, the intending bidders should make their own independent due diligence / enquiries regarding the other encumbrances, title of

9 property put on auction and claims, rights and dues affecting the property, prior to submitting their bid. The auction advertisement or Auction Catalogue does not constitute and will not be deemed to constitute any commitment or any representation of the Liquidator. The property is being sold with all the existing and future encumbrances whether known or unknown to the Liquidator. The Liquidator shall not be responsible in any way for any third party claims, rights and dues. 2. It shall be the responsibility of the bidders to satisfy themselves about the assets and specification before submitting the bid. 3. The particulars specified in this catalogue have been stated to the best of the information of the Liquidator; however Liquidator/ Auctioneer shall not be responsible or liable for any error, misstatement or omission. DESCRIPTION OF THE PROPERTY Leasehold Land (99 years commencing from 15/04/1985 with further renewable of 99 years) Reserve Price Rs.6,36,33,091/= All that piece and parcel of land area admeasuring about 19,344 sq. mtrs. at Plot No B-42, SIPCOT Industrial Complex, Village Old & New Gummidipoondi, Taluk Gummidipoondi, Dist. Tiruvallur, Tamil Nadu and bounded as under: On or towards East Tamil Nadu Edible Oil Ltd On or towards South Alfa Rubber & Spring Plant On or towards West Road and Snowcem On or towards North Pattupalli- Gummidipoondi road The Property is being sold as one lot including Land, Buildings, Plant and Machinery. List of Machinery is attached on our website (Note: Items marked with # in the said list of machinery belongs to other party and are not for sale). 4. As per the Insolvency & Bankruptcy Code, 2016, the due of the government authorities can be claimed from the Liquidator by filing the claim in prescribed form. The Liquidator has not received any such claim and the buyer is required to do his own due diligence with respect to Electricity Board, Local Municipal Taxes or Water Charges etc. 5. All charges for conveyance, stamp duty, transfer fee, registration charges/ fees etc. shall be borne by the successful purchaser. 6. The Liquidator does not undertake any responsibility to arrange/ procure any permission or licence etc. in respect of the property offered for sale. 7. All statutory, non-statutory dues taxes, charges, levies, fees owing to any one, if any, shall be the responsibility of the successful purchaser.

10 8. The interested purchaser(s) shall themselves satisfy about the right and title of the property/properties from the concerned authorities and no claim shall be entertained by the Liquidator in this regard after the e-auction. 9. The amount of security deposit paid by Roofit with statutory bodies like electricity board, etc. shall be paid extra by the successful purchaser. 10. The Liquidator shall pay all the outstanding utility dues like electricity, security personnel cost, etc. After the confirmation of sale at e-auction, all such expenses shall be obligation of the purchaser. 11. This is an invitation to offer only and till confirmation of the sale at e-auction, there will not be any contract between the parties.

11 To Mr. Jitender Kumar Jain Liquidator Roofit Industries Limited. C/o Arcindo Law, Advocates Level 8, Vibgyor Towers, G Block, C-62, Bandra Kurla Complex, Mumbai , India Sir, ANNEXURE A Registration for e-auction [ To be printed on Letter-head ] DATE: Re: Participating in e-auction of B-42 Gummidipoondi Property to be held under instructions from Liquidator for M/s Roofit Industries Limited (under Liquidation) I/We wish to participate at the above e-auction. I/We confirm to have read and acquainted myself/ourselves with terms and conditions of the e-auction to be held under instructions from Mr. Jitender Kumar Jain, Liquidator for M/s Roofit Industries Ltd. for e-auction scheduled on 30 November 2018 and hereby agree to abide by the same. I/We hereby further confirm that I/ We have read and understood the Instructions to the e-auction Participants and PROXY-BIDDING system. We hereby confirm that we have read and understood the terms & conditions of the e-auction and same are acceptable to us. We have registered our company / firm on and you are requested to activate our LOGIN on receipt of attached CMD. Name of Company / Firm Address Directors/Partners/Proprietor s name/s Name of Contact Person Phone Office Mobile No Fax No address GST No. (Please attach self-attested copy) PAN No (company/individual) Please attach self-attested PAN copy DD No & Issuing Bank CMD Amount paid through Demand Draft Yours truly, Signature of Authorized Signatory with Name and Co. Seal. Rs. 63,63,309/- (Indian Rupee Sixty-three Lakhs Sixtythree Thousand Three Hundred and Nine only) Encl: 1] Self-attested GST Registration copy 2] Self-attested PAN copy 3] Annexure B duly signed and stamped 4] Power of Authority Letter on Company s Letter-head signed and sealed by all Directors/Partners/ Proprietor/Individual. 5] DD No. drawn on Bank for Rs. 63,63,309/-

12 ANNEXURE B [ To be printed on Letter-head ] To Mr. Jitender Kumar Jain Liquidator Roofit Industries Limited C/o Arcindo Law, Advocates Level 8, Vibgyor Towers, G Block, C-62, Bandra Kurla Complex, Mumbai , India Sir, I/we am eligible to participate in the e-auction and I/we hereby indemnify and confirm that: (a) I/we am eligible to purchase the asset under the provisions of the Insolvency & Bankruptcy Code, (b) I/We further declare that I/We intend to purchase the above referred assets from the Liquidator for our own use / business and that the information revealed by me/us in this Form is true and correct to the best of my/our knowledge and belief. (c) We declare that we are not a related party of Mr. Jitender Kumar Jain (Liquidator of Roofit Industries Limited) or any professional appointed by the Liquidator. (d) I/We shall abide by the various terms and conditions of auctions prescribed by the Liquidator from time to time. Registration form is attached herewith. Yours sincerely, ( To be signed & stamped by Authorised signatory ) Encl: Power of Authority. The person signing this indemnity on behalf of Partnership Firm or LLP or Pvt Ltd Co. or Ltd Co. shall be responsible to also produce a proper power of attorney (as per draft attached) duly executed in his favour signed by all Partners or Directors, stating that he has been authorised for the firm/company, to issue such indemnity

13 To Mr. Jitender Kumar Jain Liquidator Roofit Industries Limited C/o Arcindo Law, Advocates Level 8, Vibgyor Towers, G Block, C-62, Bandra Kurla Complex, Mumbai , India Draft Authority Letter [ To be printed on Letter-head ] Sub:- Power of Authority. Re: eauction of assets of M/s Roofit Industries Ltd. (In Liq.) on We are the directors / partners of M/s and we hereby authorised Mr. (Director / Partner) one of the Director/ Partner of the Company / firm to sign all auction related documents/ formalities on behalf of the Company / firm. Thanking you. Yours faithfully, Authorised Signatory with Stamp. Following are the signature of Directors/ Partners for authorisation are as under : Signature of Mr. (Director/Partner Signature of Mr. (Director/Partner Signature of Mr. (Director/Partner